Exhibit 10.24

Execution Copy

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$25,000,000

CREDIT AGREEMENT

dated as of February 10, 2006

by
and among

DIGITAL GENERATION SYSTEMS, INC.,

as Borrower,

the
Lenders referred to herein,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent
and Issuing Lender

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|ARTICLE I   | DEFINITIONS                                    |                                                                                                         | 1 
|----------- | ---------------------------------------------- | ------------------------------------------------------------------------------------------------------- | --
|            | SECTION 1.1                                    | Definitions.']                                                                                          |   
|            | SECTION 1.2                                    | Other Definitions and Provisions                                                                        |   
|            | SECTION 1.3                                    | Accounting Terms                                                                                        |   
|            | SECTION 1.4                                    | UCC Terms                                                                                               |   
|            | SECTION 1.5                                    | Rounding                                                                                                |   
|            | SECTION 1.6                                    | References to Agreement and Laws                                                                        |   
|            | SECTION 1.7                                    | Times of Day                                                                                            |   
|            | SECTION 1.8                                    | Letter of Credit Amounts                                                                                |   
|ARTICLE II  | REVOLVING CREDIT FACILITY                      |                                                                                                         | 18
|            | SECTION 2.1                                    | Revolving Credit Loans                                                                                  |   
|            | SECTION 2.2                                    | Procedure for Advances of Revolving Credit Loans                                                        |   
|            | SECTION 2.3                                    | Repayment and Prepayment of Revolving Credit Loans                                                      |   
|            | SECTION 2.4                                    | Permanent Reduction of the Revolving Credit Commitment                                                  |   
|            | SECTION 2.5                                    | Termination of Revolving Credit Facility                                                                |   
|ARTICLE III | LETTER OF CREDIT FACILITY                      |                                                                                                         | 20
|            | SECTION 3.1                                    | L/C Commitment                                                                                          |   
|            | SECTION 3.2                                    | Procedure for Issuance of Letters of Credit                                                             |   
|            | SECTION 3.3                                    | Commissions and Other Charges                                                                           |   
|            | SECTION 3.4                                    | L/C Participations                                                                                      |   
|            | SECTION 3.5                                    | Reimbursement Obligation of the Borrower                                                                |   
|            | SECTION 3.6                                    | Obligations Absolute                                                                                    |   
|            | SECTION 3.7                                    | Effect of Letter of Credit Application                                                                  |   
|ARTICLE IV  | INTENTIONALLY DELETED                          |                                                                                                         | 23
|ARTICLE V   | GENERAL LOAN PROVISIONS                        |                                                                                                         | 23
|            | SECTION 5.1                                    | Interest                                                                                                |   
|            | SECTION 5.2                                    | Notice and Manner of Conversion or Continuation of Loans                                                |   
|            | SECTION 5.3                                    | Fees                                                                                                    |   
|            | SECTION 5.4                                    | Manner of Payment                                                                                       |   
|            | SECTION 5.5                                    | Evidence of Indebtedness                                                                                |   
|            | SECTION 5.6                                    | Adjustments                                                                                             |   
|            | SECTION 5.7                                    | Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent |   
|            | SECTION 5.8                                    | Changed Circumstances                                                                                   |   
|            | SECTION 5.9                                    | Indemnity                                                                                               |   
|            | SECTION 5.10                                   | Increased Costs                                                                                         |   
|            | SECTION 5.11                                   | Taxes                                                                                                   |   
|            | SECTION 5.12                                   | Mitigation Obligations; Replacement of Lenders                                                          |   
|            | SECTION 5.13                                   | Security                                                                                                |   
|ARTICLE VI  | CLOSING; CONDITIONS OF CLOSING AND BORROWING   |                                                                                                         | 32
|            | SECTION 6.1                                    | Closing                                                                                                 |   
|            | SECTION 6.2                                    | Conditions to Closing and Initial Extensions of Credit                                                  |   
|            | SECTION 6.3                                    | Conditions to All Extensions of Credit                                                                  |   
|ARTICLE VII | REPRESENTATIONS AND WARRANTIES OF THE BORROWER |                                                                                                         | 36
|            | SECTION 7.1                                    | Representations and Warranties                                                                          |   
|            | SECTION 7.2                                    | Survival of Representations and Warranties, Etc                                                         |   
|            |                                                |                                                                                                         |   

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|ARTICLE VIII | FINANCIAL INFORMATION AND NOTICES |                                                                   | 42
|------------ | --------------------------------- | ----------------------------------------------------------------- | --
|             | SECTION 8.1                       | Financial Statements and Projections                              |   
|             | SECTION 8.2                       | Officer's Compliance Certificate                                  |   
|             | SECTION 8.3                       | Accountants' Certificate                                          |   
|             | SECTION 8.4                       | Other Reports                                                     |   
|             | SECTION 8.5                       | Notice of Litigation and Other Matters                            |   
|             | SECTION 8.6                       | Accuracy of Information                                           |   
|ARTICLE IX   | AFFIRMATIVE COVENANTS             |                                                                   | 45
|             | SECTION 9.1                       | Preservation of Corporate Existence and Related Matters           |   
|             | SECTION 9.2                       | Maintenance of Property                                           |   
|             | SECTION 9.3                       | Insurance                                                         |   
|             | SECTION 9.4                       | Accounting Methods and Financial Records                          |   
|             | SECTION 9.5                       | Payment and Performance of Obligations                            |   
|             | SECTION 9.6                       | Compliance With Laws and Approvals                                |   
|             | SECTION 9.7                       | Environmental Laws                                                |   
|             | SECTION 9.8                       | Compliance with ERISA                                             |   
|             | SECTION 9.9                       | Compliance With Agreements                                        |   
|             | SECTION 9.10                      | Visits and Inspections                                            |   
|             | SECTION 9.11                      | Additional Subsidiaries                                           |   
|             | SECTION 9.12                      | DG III as Grantor                                                 |   
|             | SECTION 9.13                      | Real Property Collateral                                          |   
|             | SECTION 9.14                      | Use of Proceeds                                                   |   
|             | SECTION 9.15                      | Further Assurances                                                |   
|ARTICLE X    | FINANCIAL COVENANTS               |                                                                   | 48
|             | SECTION 10.1                      | Consolidated Leverage Ratio                                       |   
|             | SECTION 10.2                      | Minimum EBITDA                                                    |   
|ARTICLE XI   | NEGATIVE COVENANTS                |                                                                   | 48
|             | SECTION 11.1                      | Limitations on Indebtedness                                       |   
|             | SECTION 11.2                      | Limitations on Liens                                              |   
|             | SECTION 11.3                      | Limitations on Loans, Advances, Investments and Acquisitions      |   
|             | SECTION 11.4                      | Limitations on Mergers and Liquidation                            |   
|             | SECTION 11.5                      | Limitations on Asset Dispositions                                 |   
|             | SECTION 11.6                      | Limitations on Dividends and Distributions                        |   
|             | SECTION 11.7                      | Limitations on Exchange and Issuance of Capital Stock             |   
|             | SECTION 11.8                      | Transactions with Affiliates                                      |   
|             | SECTION 11.9                      | Certain Accounting Changes; Organizational Documents              |   
|             | SECTION 11.10                     | Amendments; Payments and Prepayments of Subordinated Indebtedness |   
|             | SECTION 11.11                     | Restrictive Agreements                                            |   
|             | SECTION 11.12                     | Nature of Business                                                |   
|             | SECTION 11.13                     | Impairment of Security Interests                                  |   
|             | SECTION 11.14                     | Prepayments of MDVX Indebtedness                                  |   
|ARTICLE XII  | DEFAULT AND REMEDIES              |                                                                   | 52
|             | SECTION 12.1                      | Events of Default                                                 |   
|             | SECTION 12.2                      | Remedies                                                          |   
|             | SECTION 12.3                      | Rights and Remedies Cumulative; Non-Waiver; etc                   |   
|             | SECTION 12.4                      | Crediting of Payments and Proceeds                                |   
|             | SECTION 12.5                      | Administrative Agent May File Proofs of Claim                     |   
|             |                                   |                                                                   |   

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|ARTICLE XIII | THE ADMINISTRATIVE AGENT |                                                                       | 57
|------------ | ------------------------ | --------------------------------------------------------------------- | --
|             | SECTION 13.1             | Appointment and Authority                                             |   
|             | SECTION 13.2             | Rights as a Lender                                                    |   
|             | SECTION 13.3             | Exculpatory Provisions                                                |   
|             | SECTION 13.4             | Reliance by the Administrative Agent                                  |   
|             | SECTION 13.5             | Delegation of Duties                                                  |   
|             | SECTION 13.6             | Resignation of Administrative Agent                                   |   
|             | SECTION 13.7             | Non-Reliance on Administrative Agent and Other Lenders                |   
|             | SECTION 13.8             | Collateral and Guarantee Matters                                      |   
|ARTICLE XIV  | MISCELLANEOUS            |                                                                       | 60
|             | SECTION 14.1             | Notices                                                               |   
|             | SECTION 14.2             | Amendments, Waivers and Consents                                      |   
|             | SECTION 14.3             | Expenses; Indemnity                                                   |   
|             | SECTION 14.4             | Right of Set-off                                                      |   
|             | SECTION 14.5             | Governing Law                                                         |   
|             | SECTION 14.6             | Waiver of Jury Trial                                                  |   
|             | SECTION 14.7             | Reversal of Payments                                                  |   
|             | SECTION 14.8             | Injunctive Relief; Punitive Damages                                   |   
|             | SECTION 14.9             | Accounting Matters                                                    |   
|             | SECTION 14.10            | Successors and Assigns; Participations                                |   
|             | SECTION 14.11            | Confidentiality                                                       |   
|             | SECTION 14.12            | Performance of Duties                                                 |   
|             | SECTION 14.13            | All Powers Coupled with Interest                                      |   
|             | SECTION 14.14            | Survival of Indemnities                                               |   
|             | SECTION 14.15            | Titles and Captions                                                   |   
|             | SECTION 14.16            | Severability of Provisions                                            |   
|             | SECTION 14.17            | Counterparts                                                          |   
|             | SECTION 14.18            | Integration                                                           |   
|             | SECTION 14.19            | Term of Agreement                                                     |   
|             | SECTION 14.20            | Advice of Counsel, No Strict Construction                             |   
|             | SECTION 14.21            | USA Patriot Act                                                       |   
|             | SECTION 14.22            | Inconsistencies with Other Documents; Independent Effect of Covenants |   
|             | SECTION 14.23            | Interest Rate Limitation                                              |   
|             | SECTION 14.24            | Time of the Essence                                                   |   
|             | SECTION 14.25            | Entire Agreement                                                      |   

|EXHIBITS  |   |                                           
|--------- | - | ------------------------------------------
|Exhibit A |  | Form of Revolving Credit Note             
|Exhibit B |  | Form of Notice of Borrowing               
|Exhibit C |  | Form of Notice of Account Designation     
|Exhibit D |  | Form of Notice of Prepayment              
|Exhibit E |  | Form of Notice of Conversion/Continuation 
|Exhibit F |  | Form of Officer's Compliance Certificate  
|Exhibit G |  | Form of Assignment and Assumption         
|Exhibit H |  | Form of Guarantee and Collateral Agreement
|Exhibit J |  | Form of Landlord Waiver                   
|Exhibit K |  | Reserved                                  
|Exhibit L |  | Form of Closing Certificate               
|Exhibit M |  | Form of Opinion of Legal Counsel          
|Exhibit N |  | Form of Financial Condition Certificate   
|Exhibit O |  | Form of Guaranty Agreement                
|          |   |                                           

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|SCHEDULES       |   |                                                
|--------------- | - | -----------------------------------------------
|Schedule 1.1    |  | Lenders and Commitments                        
|Schedule 7.1(a) |  | Jurisdictions of Organization and Qualification
|Schedule 7.1(b) |  | Subsidiaries and Capitalization                
|Schedule 7.1(i) |  | ERISA Plans                                    
|Schedule 7.1(l) |  | Material Contracts                             
|Schedule 7.1(m) |  | Labor and Collective Bargaining Agreements     
|Schedule 7.1(r) |  | Real Property                                  
|Schedule 7.1(u) |  | Indebtedness and Guaranty Obligations          
|Schedule 7.1(v) |  | Litigation                                     
|Schedule 11.2   |  | Existing Liens                                 
|Schedule 11.3   |  | Existing Loans, Advances and Investments       
|Schedule 11.8   |  | Transactions with Affiliates                   

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CREDIT AGREEMENT, dated as of February 10, 2006, by and among DIGITAL GENERATION SYSTEMS, INC., a Delaware corporation (the
"Borrower"), the lenders who are or may become a party to this Agreement (collectively, the "Lenders")
and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.

STATEMENT OF PURPOSE

The
Borrower has requested, and the Lenders have agreed, to extend certain credit facilities to the Borrower on the terms and conditions of this Agreement.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows:

ARTICLE I  DEFINITIONS

SECTION
1.1Definitions.The following terms when used in this Agreement shall have the meanings assigned to
them below:

"Administrative Agent" means Wachovia, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 13.6.

"Administrative Agent's Office" means the office of the Administrative Agent specified in or determined in accordance with the provisions
ofSection 14.1(c).

"Administrative Questionnaire" means an administrative questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such first Person or any of its Subsidiaries. As used in this definition, the term "control" means (a) the power to vote five percent (5%)
or more of the securities or other equity interests of a Person having ordinary voting power, or (b) the possession, directly or indirectly, of any other power to direct or cause the direction
of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"Aggregate Commitment" means the aggregate amount of the Lenders' Commitments hereunder, as such amount may be reduced or otherwise
modified at any time or from time to time pursuant to the terms hereof. On the Closing Date, the Aggregate Commitment shall be Twenty-Five Million and No/100 Dollars ($25,000,000).

"Agreement" means this Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.

"Applicable Law" means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits,
licenses, approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.

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"Applicable Margin" means the corresponding percentages per annum as set forth below based on the Consolidated Leverage Ratio:

|    |  |                                                                   |  |        |  | Revolving Credit Loans
|--- |  | ----------------------------------------------------------------- |  | ------ |  | ----------------------
|
|I   |  | Less than 2.25 to 1.00                                            |  | 0.25%  |  | 1.75%                 
|II  |  | Greater than or equal to 2.25 to 1.00, but less than 2.50 to 1.00 |  | 0.325% |  | 2.00%                 
|III |  | Greater than or equal to 2.50 to 1.00, but less than 2.75 to 1.00 |  | 0.50%  |  | 2.25%                 
|IV  |  | Greater than or equal to 2.75 to 1.00, but less then 3.00 to 1.00 |  | 0.625% |  | 2.50%                 
|V   |  | Greater than or equal to 3.00 to 1.00                             |  | 0.75%  |  | 2.75%                 

The
Applicable Margin shall be determined and adjusted quarterly on the date (each a "Calculation Date") ten (10) Business Days after receipt by
the Administrative Agent of the Officer's Compliance Certificate pursuant toSection 8.2for the most recently ended fiscal quarter of the
Borrower;providedthat (a) the Applicable Margin shall be based on Pricing Level V until the first Calculation Date occurring after the Closing
Date and, thereafter the Pricing Level shall be determined by reference to the Consolidated Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the
applicable Calculation Date, and (b) if the Borrower fails to provide the Officer's Compliance Certificate as required bySection 8.2for
the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from such Calculation Date shall be based on Pricing Level V until such time as
an appropriate Officer's Compliance Certificate is provided, at which time the Pricing Level shall be determined by reference to the Consolidated Leverage Ratio as of the last day of the most recently
ended fiscal quarter of the Borrower preceding such Calculation Date. The Applicable Margin shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the
Applicable Margin shall be applicable to all Extensions of Credit then existing or subsequently made or issued.

"Approved Fund" means any Person (other than a natural Person), including, without limitation, any special purpose entity, that is (or
will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business; provided,
that such Approved Fund must be administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.

"Asset Disposition" means the disposition of any or all of the assets (including, without limitation, the Capital Stock of a Subsidiary or
any ownership interest in a joint venture) of any Credit Party or any Subsidiary thereof whether by sale, lease, transfer or otherwise. The term "Asset Disposition" shall not include any Equity
Issuance.

"Assignment and Assumption" means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any
party whose consent is required bySection 14.10), and accepted by the Administrative Agent, in substantially the form of Exhibit Gor any
other form approved by the Administrative Agent.

"Attributable Indebtedness" means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease, the capitalized amount or principal amount of
the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital
Lease.

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"Banking Services" means each and any of the following bank services provided to any Credit Party by a Lender or any of its Affiliates:
(a) commercial credit cards, (b) stored value cards and (c) treasury management services (including, without limitation, cash management services, electronic funds transfer,
controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

"Banking Services Obligations" of the Credit Parties means any and all obligations of the Credit Parties, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

"Base Rate" means, at any time, the higher of (a) the Prime Rate and (b) the Federal Funds Rate plus1/2 of 1%; each change in the
Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate
or the Federal Funds Rate.

"Base Rate Loan" means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.1(a).

"Borrower" has the meaning assigned thereto in the introductory paragraph hereto.

"Business Day" means (a) for all purposes other than as set forth in clause (b) below, any day other than a Saturday, Sunday
or legal holiday on which banks in Charlotte, North Carolina and New York, New York, are open for the conduct of their commercial banking business, and (b) with respect to all notices and
determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and that is also a day for trading by
and between banks in Dollar deposits in the London interbank market.

"Calculation Date" has the meaning assigned thereto in the definition of Applicable Margin.

"Capital Lease" means, with respect to any Person, any lease of any property by such Person, as lessee, that should, in accordance with
GAAP, be classified and accounted for as a capital lease on a Consolidated balance sheet of such Person.

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

"Change in Control" means an event or series of events by which (a) any person or group of persons (within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended), shall obtain ownership or control in one or more series of transactions of more than thirty percent (30%) of the Capital Stock
or of the voting power of the Borrower entitled to vote in the election of members of the board of directors of the Borrower, (b) there shall have occurred under any indenture or other
instrument evidencing any Indebtedness in excess of $100,000 any "change in control" or similar provision (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating
the Borrower to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein or (c) Scott K. Ginsburg shall at any time for any reason cease to be
active in the management of the Borrower.

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

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"Closing Date" means the date of this Agreement or such later Business Day upon which each condition described in Section 6.2shall be satisfied or waived in all
respects in a manner acceptable to the Administrative Agent, in its sole discretion.

"Code" means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

"Collateral" means the collateral security for the Obligations pledged or granted pursuant to the Security Documents.

"Commitment" means, as to any Lender, such Lender's Revolving Credit Commitment.

"Commitment Percentage" means, as to any Lender, such Lender's Revolving Credit Commitment Percentage.

"Consolidated" means, when used with reference to financial statements or financial statement items of any Person, such statements or
items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

"Consolidated EBITDA" means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the
Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such periodplus(b) the sum of the following to
the extent deducted in determining Consolidated Net Income: (i) income and franchise taxes, (ii) Consolidated Interest Expense, (iii) amortization, depreciation and other
non-cash charges (except to the extent that such non-cash charges are reserved for cash charges to be taken in the future), (iv) extraordinary losses (other than from
discontinued operations), (v) Transaction Costs and (vi) any non-recurring costs and any extraordinary expenses identified on a separate line item on the consolidated
statements of income of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant toSection 8.1, provided, that the amounts
referred to in this clause (vi)
shall not, in the aggregate, exceed $500,000 for such periodless(c) interest income and any extraordinary gains. For purposes of this
Agreement, Consolidated EBITDA shall be adjusted, in a manner reasonably acceptable to the Administrative Agent, on apro formabasis to include, as of
the first day of any applicable period, any Permitted Acquisitions and any Asset Dispositions closed during such period, including, without limitation, adjustments reflecting any
non-recurring costs and any extraordinary expenses of any Permitted Acquisitions and any Asset Dispositions closed during such period calculated on a basis consistent with GAAP and
Regulation S-X of the Securities Exchange Act of 1934, as amended, or as approved by the Administrative Agent.

"Consolidated Interest Expense" means, with respect to the Borrower and its Subsidiaries for any period, the gross interest expense
(including, without limitation, interest expense attributable to Capital Leases, Synthetic Leases and all net payment obligations pursuant to Hedging Agreements) of the Borrower and its Subsidiaries,
all determined for such period on a Consolidated basis, without duplication, in accordance with GAAP.

"Consolidated Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Indebtedness on such date
to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date.

"Consolidated Net Income" means, with respect to the Borrower and its Subsidiaries, for any period of determination, the net income (or
loss) of the Borrower and its Subsidiaries for such period, determined on a Consolidated basis in accordance with GAAP;providedthat there shall be
excluded from Consolidated Net Income (a) the net income (or loss) of any Person (other than a Subsidiary which shall be subject to clause (c) below), in which the Borrower or any of its
Subsidiaries has a joint interest with a third party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during
such period, (b) the net income (or

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loss)
of any Person accrued prior to the date it becomes a Subsidiary of such Person or is merged into or consolidated with such Person or any of its Subsidiaries or that Person's assets are acquired
by such Person or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a), and (c) the net income (if positive) of any Subsidiary to the extent that
the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by operation
of the terms of its charter or any agreement, instrument, judgment, decree, order, statute rule or governmental regulation applicable to such Subsidiary or (ii) would be subject to any taxes
payable on such dividends or distributions.

"Consolidated Total Indebtedness" means, as of any date of determination with respect to the Borrower and its Subsidiaries on a
Consolidated basis without duplication, the sum of all Indebtedness of the Borrower and its Subsidiaries.

"Credit Facility" means, collectively, the Revolving Credit Facility and the L/C Facility.

"Credit Parties" means, collectively, the Borrower and each Subsidiary of the Borrower (other than DG III).

"Default" means any of the events specified inSection 12.1which with the passage
of time, the giving of notice or any other condition, would constitute an Event of Default.

"Defaulting Lender" means any Lender that (a) has failed to fund any portion of the Revolving Credit Loans or participations in L/C
Obligations to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other
Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless such amount is the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.

"DG III" means DG Systems Acquisition III Corporation, a Delaware corporation.

"DG III Guaranty" means the Guaranty Agreement substantially in the form of Exhibit Omade by DG III in favor of the Administrative Agent, as amended,
restated, supplemented or otherwise modified from time to time.

"Disputes" means any dispute, claim or controversy arising out of, connected with or relating to this Agreement or any other Loan
Document, between or among parties hereto and to the other Loan Documents.

"Dollars" or "$" means, unless otherwise qualified, dollars in lawful currency of the United States.

"Domestic Subsidiary" means any Subsidiary organized under the laws of any political subdivision of the United States.

"Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other
Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Revolving Credit Commitment, the Issuing Lender, and
(iii) unless a Default or Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); providedthat notwithstanding the foregoing,
"Eligible Assignee" shall not include the Borrower or any of the Borrower's Affiliates or Subsidiaries.

"Employee Benefit Plan" means any employee benefit plan within the meaning of Section 3(3) of ERISA which (a) is maintained
for employees of any Credit Party, DG III, or any ERISA Affiliate or (b) has at any time within the preceding six (6) years been maintained for the employees of any Credit Party, DG III
or any current or former ERISA Affiliate.

"Environmental Claims" means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,
accusations, allegations, notices of noncompliance or violation,

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investigations
(other than internal reports prepared by any Person in the ordinary course of business and not in response to any third party action or request of any kind) or proceedings relating in
any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law, including, without
limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification cost recovery, compensation
or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to human health or the environment.

"Environmental Laws" means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards
and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not
limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or
remediation of Hazardous Materials.

"Equity Issuance" means any issuance by the Borrower or any Subsidiary to any Person which is not a Credit Party or a Subsidiary of a
Credit Party of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock
pursuant to the conversion of any debt securities to equity. The term "Equity Issuance" shall not include any Asset Disposition.

"ERISA" means the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder, each as amended or modified
from time to time.

"ERISA Affiliate" means any Person who together with any Credit Party or DG III is treated as a single employer within the meaning of
Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.

"Eurodollar Reserve Percentage" means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next
higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement
(including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve
System in New York City.

"Event of Default" means any of the events specified inSection 12.1; providedthat any requirement for passage of
time, giving of notice, or any other condition, has been satisfied.

"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, the Issuing Lender or any other recipient of any payment to
be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of
any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 5.12(b)), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
hereto (or designates a new Lending Office) or is attributable to such Foreign Lender's failure or inability (other than as a result of a Change in Law) to comply with Section 5.11(e), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new
Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant toSection 5.11(a).

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"Existing Facility" means the Third Amended and Restated Credit Agreement dated as of April 15, 2005 among the Borrower, the
lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, as amended to date.

"Extensions of Credit" means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate principal
amount of all Revolving Credit Loans made by such Lender then outstanding and (ii) such Lender's Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, or
(b) the making of any Loan or participation in any Letter of Credit by such Lender, as the context requires.

"FDIC" means the Federal Deposit Insurance Corporation or any successor thereto.

"Federal Funds Rate" means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily
effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by
the Administrative Agent. If, for any reason, such rate is not available, then "Federal Funds Rate" means a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate
at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. Rates for weekends or holidays shall be the same as the rate for the most immediately
preceding Business Day.

"Fee Letter" means the separate fee letter agreement executed by the Borrower and the Administrative Agent and/or certain of its
affiliates dated as of January 19, 2006.

"Fiscal Year" means the fiscal year of the Borrower and its Subsidiaries ending on December 31st.

"Foreign Lender" means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for
tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"GAAP" means generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants and the
Financial Accounting Standards Board, consistently applied and maintained on a consistent basis for the Borrower and its Subsidiaries throughout the period indicated and (subject to Section 14.9)
consistent with the prior financial practice of the Borrower and its Subsidiaries.

"Governmental Approvals" means all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings
with, and reports to, all Governmental Authorities.

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

"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement dated of even date executed by the Credit Parties in
favor of the Administrative Agent for the benefit of itself and
the Secured Parties, substantially in the form ofExhibit H, as amended, restated, supplemented or otherwise modified from time to time.

"Guaranty Obligation" means, with respect to any Person, without duplication, any obligation, contingent or otherwise, of such Person
pursuant to which such Person has directly or indirectly guaranteed any Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect,

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contingent
or otherwise, of any such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) any such primary 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 condition or
otherwise) or (b) entered into for the purpose of assuring in any other manner the obligee of any such primary obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part);provided, that the term Guaranty Obligation shall not include endorsements for collection or deposit in the
ordinary course of business.

"Hazardous Materials" means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances,
pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise harmful to human health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or
remediation under any Environmental Law or common law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval,
(e) which are deemed to constitute a nuisance or a trespass which pose a health or safety hazard to Persons or neighboring properties, (f) which consist of underground or aboveground
storage tanks, whether empty, filled or partially filled with any substance, or (g) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation,
petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.

"Hedge Lender" means any Person that, at the time it enters into a Hedging Agreement with the Borrower, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Hedging Agreement.

"Hedging Agreement" means (a) any agreement (including terms and conditions incorporated by reference therein) which is a rate swap
agreement, basis swap, forward rate agreement, commodity swap, interest rate option, forward foreign exchange agreement, spot foreign exchange agreement, rate cap agreement, rate floor agreement, rate
collar agreement, currency swap agreement, cross-currency rate swap agreement, currency option, any other similar agreement or arrangement (including any option to enter into any of the foregoing)
designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices, (b) any combination of the foregoing,
and (c) a master agreement for any of the foregoing together with all supplements, all as amended, restated, supplemented or otherwise modified from time to time.

"Hedging Obligations" means all existing or future payment and other obligations, including obligations arising from early termination, of
the Borrower arising under or in connection with any Hedging Agreement (which such Hedging Agreement is permitted underSection 11.1(b)) with any
Hedge Lender.

"Highest Lawful Rate" means, with respect to the Administrative Agent, the Issuing Lender or any Lender, the maximum nonusurious interest
rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws applicable to such Administrative Agent, the Issuing
Lender or such Lender which are currently in effect or, to the extent allowed by Applicable Law, under such Applicable Laws which may hereafter be in effect and which allow a higher maximum
nonusurious interest rate than Applicable Laws now allow. On each day, if any, that Texas law establishes the Highest Lawful Rate, the Highest Lawful Rate shall be the "weekly ceiling" (as defined in
Section 303 of the Texas Finance Code) for that day.

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"Indebtedness" means, with respect to the Borrower and its Subsidiaries, without duplication, the sum of the following calculated in
accordance with GAAP:



For
all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or
limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

"Indemnified Taxes" means Taxes and Other Taxes other than Excluded Taxes.

"Interest Period" has the meaning assigned thereto inSection 5.1(b).

"Investment" has the meaning assigned thereto inSection 11.3.

"ISP98" means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce
Publication No. 590.

"Issuing Lender" means Wachovia, in its capacity as issuer of any Letter of Credit, or any successor thereto.

"L/C Commitment" means the lesser of (a) Two Million-Five Hundred Thousand and No/100 Dollars ($2,500,000) and
(b) the Revolving Credit Commitment.

"L/C Facility" means the letter of credit facility established pursuant to Article III.

"L/C Obligations" means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then
outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 3.5.

"L/C Participants" means the collective reference to all the Lenders other than the Issuing Lender.

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"Lender" means each Person executing this Agreement as a Lender (including, without limitation, the Issuing Lender unless the context
otherwise requires) set forth on the signature pages hereto and each Person that hereafter becomes a party to this Agreement as a Lender pursuant to Section 14.10.

"Lending Office" means, with respect to any Lender, the office of such Lender maintaining such Lender's Extensions of Credit.

"Letter of Credit Application" means an application, in the form specified by the Issuing Lender from time to time, requesting the Issuing
Lender to issue a Letter of Credit.

"Letters of Credit" has the meaning assigned thereto inSection 3.1.

"LIBOR" means the rate of interest per annum determined on the basis of the rate for deposits in Dollars for a period equal to the
applicable Interest Period which appears on the Telerate Page 3750 at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest
Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate does not appear on Telerate Page 3750, then "LIBOR" shall be determined by the
Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered by first class banks in the London interbank market to the Administrative Agent at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Each calculation by the
Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent manifest error.

"LIBOR Rate" means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative
Agent pursuant to the following formula:

|LIBOR Rate = |  | LIBOR                              |  | 
|------------ |  | ---------------------------------- |  | 
|             |  |                                    |  | 
|             |  | 1.00-Eurodollar Reserve Percentage |  | 

"LIBOR Rate Loan" means any Loan bearing interest at a rate based upon the LIBOR Rate as provided in Section 5.1(a).

"Lien" means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or
encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest
of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

"Loan Documents" means, collectively, this Agreement, each Note, the Letter of Credit Applications, the Security Documents, the DG III
Guaranty and each other document, instrument, certificate and agreement executed and delivered by the Borrower or any Subsidiary in connection with this Agreement or otherwise referred to herein or
contemplated hereby (excluding any Hedging Agreement and any agreement, arrangement, document or other instrument pertaining to Banking Services), all as may be amended, restated, supplemented or
otherwise modified from time to time.

"Loans" means the reference to the Revolving Credit Loans and "Loan" means any of such Loans.

"Material Adverse Effect" means, with respect to the Borrower or any of its Subsidiaries, a material adverse effect on (a) the
properties, business, prospects, operations or condition (financial or otherwise) of any such Person, (b) the ability of any such Person to perform its obligations under the Loan Documents to
which it is a party or (c) the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.

"Material Contract" means (a) any contract or other agreement, written or oral, of the Borrower or any of its Subsidiaries
involving monetary liability of or to any such Person in an amount in excess of $500,000 per annum, or (b) any other contract or agreement, written or oral, of the Borrower or any of

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its
Subsidiaries the failure to comply with which could reasonably be expected to have a Material Adverse Effect.

"MDVX" means MDVX, Inc., a Delaware corporation.

"MDVX Indebtedness" means all obligations of DG III to MDVX pursuant to the MDVX Loan Documents.

"MDVX Loan Agreement" means the Loan Agreement dated as of April 15, 2005 between DG III and MDVX.

"MDVX Loan Documents" means the MDVX Loan Agreement, the MDVX Note and the MDVX Security Agreement.

"MDVX Note" means the Promissory Note dated April 15, 2005 made by DG III to MDVX in the original principal amount of $6,500,000.

"MDVX Security Agreement" means the Pledge and Security Agreement dated April 15, 2005 by and among DG III, the Borrower and MDVX.

"Mortgages" means the collective reference to each mortgage, deed of trust or other real property security document, encumbering all real
property now or hereafter owned or leased by the Borrower or any other Credit Party, in each case, in form and substance reasonably satisfactory to the Administrative Agent and executed by the
Borrower or such Credit Party in favor of the Administrative Agent, for the benefit of itself and the Secured Parties, as any such document may be amended, restated, supplemented or otherwise modified
from time to time.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding six (6) years.

"Net Hedging Obligations" means, as of any date, the Termination Value of any such Hedging Agreement on such date.

"Notes" means the reference to the Revolving Credit Notes.

"Notice of Account Designation" has the meaning assigned thereto inSection 2.2(b).

"Notice of Borrowing" has the meaning assigned thereto inSection 2.2(a).

"Notice of Conversion/Continuation" has the meaning assigned thereto in Section 5.2.

"Notice of Prepayment" has the meaning assigned thereto inSection 2.3(c).

"Obligations" means, in each case, whether now in existence or hereafter arising: (a) the unpaid principal of and interest on
(including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to any Credit Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, (b) the L/C
Obligations, (c) all Hedging Obligations, (d) all Banking Services Obligations and (e) all other fees and commissions (including attorneys' fees), charges, indebtedness, loans,
liabilities, financial accommodations, obligations, covenants and duties owing by the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent, in each case under any Loan
Document or otherwise, with respect to any Loan or Letter of Credit of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual or tortious,
liquidated or unliquidated, and whether or not evidenced by any note.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.

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"Officer's Compliance Certificate" means a certificate of the chief financial officer or the treasurer of the Borrower substantially in
the form ofExhibit F.

"Operating Lease" means, as to any Person as determined in accordance with GAAP, any lease of property (whether real, personal or mixed)
by such Person as lessee which is not a Capital Lease.

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

"Participant" has the meaning assigned thereto inSection 14.10(d).

"PBGC" means the Pension Benefit Guaranty Corporation or any successor agency.

"Pension Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA
or Section 412 of the Code and which (a) is maintained for the employees of the Borrower or any ERISA Affiliates or (b) has at any time within the preceding six (6) years
been maintained for the employees of the Borrower or any of its current or former ERISA Affiliates.

"Permitted Acquisition" means any investment by the Borrower or any other Credit Party in the form of acquisitions of all or substantially
all of the business or a line of business (whether by the acquisition of Capital Stock, assets or any combination thereof) of any other Person if each such acquisition meets all of the following
requirements:



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"Permitted Acquisition Consideration" means the aggregate amount of the purchase price (including, but not limited to, any assumed debt,
earn-outs (valued at the maximum amount payable thereunder), deferred payments, or Capital Stock of the Borrower, net of the applicable acquired company's cash balance as shown on its most
recent financial statements delivered in connection with the applicable Permitted Acquisition) to be paid on a singular basis in connection with any applicable Permitted Acquisition as set forth in
the applicable Permitted Acquisition Documents executed by the Borrower or any of its Subsidiaries in order to consummate the applicable Permitted Acquisition.

"Permitted Acquisition Diligence Information" means with respect to any acquisition proposed by the Borrower or any other Credit Party, to
the extent applicable, all material financial information, all material contracts, all material customer lists, all material supply agreements, and all other material information, in each case,
reasonably requested to be delivered to the Administrative Agent in connection with such acquisition (except to the extent that any such information is (a) subject to any confidentiality
agreement, unless mutually agreeable arrangements can be made to preserve such information as confidential, (b) classified or (c) subject to any attorney-client privilege).

"Permitted Acquisition Documents" means with respect to any acquisition proposed by the Borrower or any other Credit Party, final copies
or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including,
without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the
foregoing.

"Permitted Liens" means the Liens permitted pursuant toSection 11.2.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
governmental authority or other entity.

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"Prime Rate" means, at any time, the rate of interest per annum publicly announced from time to time by Wachovia as its prime rate. Each
change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that the rate announced publicly by Wachovia
as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

"Register" has the meaning assigned thereto inSection 14.10(c).

"Reimbursement Obligation" means the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5for amounts drawn under Letters of Credit.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the directors, officers, employees, agents and advisors
of such Person and of such Person's Affiliates.

"Required Lenders" means, at any date, any combination of Lenders whose Commitments aggregate more than 50 percent (50%) of the
Aggregate Commitment or, if the Commitments have been terminated pursuant toSection 12.2, any combination of Lenders holding more than fifty
percent (50%) of the aggregate Extensions of Credit;providedthat the Commitment of, and the portion of the Extensions of Credit, as applicable, held
or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

"Responsible Officer" means, with respect to the Borrower and its Subsidiaries, the chief executive officer, president, chief financial
officer, controller, treasurer or assistant treasurer of such Person or any other officer of such Person reasonably acceptable to the Administrative Agent. Any document delivered hereunder that is
signed by a Responsible Officer of the Borrower or any Subsidiary shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such
Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

"Revolving Credit Commitment" means (a) as to any Revolving Credit Lender, the obligation of such Revolving Credit Lender to issue
or participate in Letters of Credit and make Revolving Credit Loans to the account of the Borrower hereunder in an aggregate principal amount at any time outstanding not to exceed the amount set forth
opposite such Revolving Credit Lender's name onSchedule 1.1or in the Assignment and Assumption pursuant to which such Revolving Credit Lender
became a party hereto, as such amounts may be reduced or modified at any time or from time to time pursuant to the terms hereof and (b) as to all Revolving Credit Lenders, the aggregate
commitment of all Revolving Credit Lenders to make Revolving Credit Loans and issue or participate in Letters of Credit, as such amounts may be reduced at any time or from time to time pursuant to the
terms hereof. The Revolving Credit Commitment of all Revolving Credit Lenders on the Closing Date shall be $25,000,000.00.

"Revolving Credit Commitment Percentage" means, as to any Revolving Lender at any time, the ratio of (a) the amount of the
Revolving Credit Commitment of such Revolving Credit Lender to (b) the Revolving Credit Commitments of all Revolving Credit Lenders.

"Revolving Credit Facility" means the revolving credit facility established pursuant to Article II.

"Revolving Credit Lenders" means Lenders with a Revolving Credit Commitment.

"Revolving Credit Loans" means any revolving loan made to the Borrower pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

"Revolving Credit Maturity Date" means the earliest to occur of (a) February 10, 2008, (b) the date of termination by
the Borrower pursuant toSection 2.4, or (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 12.2(a).

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"Revolving Credit Note" means a promissory note made by the Borrower in favor of a Lender evidencing the Revolving Credit Loans made by
such Lender, substantially in the form ofExhibit A, and any amendments, supplements and modifications thereto, any substitutes therefor, and any
replacements, restatements, renewals or extension thereof, in whole or in part.

"Sanctioned Entity" means (i) an agency of the government of, (ii) an organization directly or indirectly controlled by, or
(iii) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as otherwise published from time to time as such program may be applicable to
such agency, organization or person.

"Sanctioned Person" means a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/
enforcement/ofac/sdn/index.html, or as otherwise published from time to time.

"Secured Parties" has the meaning assigned thereto in the Guarantee and Collateral Agreement.

"Security Documents" means the collective reference to the Guarantee and Collateral Agreement, any Mortgage and each other agreement or
writing pursuant to which any Credit Party purports to pledge or grant a security interest in any property or assets securing the Obligations or any such Person purports to guarantee the payment
and/or performance of the Obligations, in each case, as amended, restated, supplemented or otherwise modified from time to time.

"Solvent" means, as to the Borrower and its Subsidiaries on a particular date, that any such Person (a) has capital sufficient to
carry on its business and transactions and all business and transactions in which it is about to engage and is able to pay its debts as they mature, (b) has assets having a value, both at fair
valuation and at present fair saleable value, greater than the amount required to pay its probable liabilities (including contingencies), and (c) does not believe that it will incur debts or
liabilities beyond its ability to pay such debts or liabilities as they mature.

"Subordinated Indebtedness" means the collective reference to any Indebtedness of the Borrower or any Subsidiary subordinated in right and
time of payment to the Obligations and containing such other terms and conditions, in each case as are satisfactory to the Required Lenders.

"Subsidiary" means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty
percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company
or other entity is at the time owned by or the management is otherwise controlled by such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation,
partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise qualified references to "Subsidiary" or
"Subsidiaries" herein shall refer to those of the Borrower.

"Synthetic Lease" means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with GAAP.

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

"Termination Event" means except for any such event or condition that could not reasonably be expected to have a Material Adverse Effect:
(a) a "Reportable Event" described in Section 4043 of ERISA for which the notice requirement has not been waived by the PBGC, or (b) the withdrawal of the Borrower or any ERISA
Affiliate from a Pension Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (c) the termination of a Pension

15

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Plan,
the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not
sufficient to pay all plan liabilities, or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any
other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the
imposition of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA, or (g) the partial or complete withdrawal of the Borrower of any ERISA Affiliate from a
Multiemployer Plan if withdrawal liability is asserted by such plan, or (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241
or 4245 of ERISA, or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by PBGC of proceedings to
terminate a Multiemployer Plan under Section 4042 of ERISA.

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

"Transaction Costs" means all transaction fees, charges and other amounts related to this Credit Facility or any Permitted Acquisitions
(including, without limitation, any financing fees, merger and acquisition fees, legal fees and expenses, due diligence fees or any other fees and expenses in connection therewith), all such
transaction fees as approved by the Administrative Agent.

"UCC" means the Uniform Commercial Code as in effect in the State of Texas, as amended or modified from time to time.

"Uniform Customs" means the Uniform Customs and Practice for Documentary Credits (1993 Revision), effective January, 1994 International
Chamber of Commerce Publication No. 500.

"United States" means the United States of America.

"Wachovia" means Wachovia Bank, National Association, a national banking association, and its successors.

"Wholly-Owned" means, with respect to a Subsidiary, that all of the shares of Capital Stock of such Subsidiary are, directly or
indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors' qualifying shares or other shares required by Applicable Law to be owned by a
Person other than the Borrower).

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SECTION 1.2Other Definitions and Provisions.With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of
terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms, (c) the words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation", (d) the word "will" shall be construed to have the
same meaning and effect as the word "shall", (e) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set
forth herein), (f) any reference herein to any Person shall be construed to include such Person's successors and assigns, (g) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (h) all references herein to Articles, Sections, Exhibits and Schedules
shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (i) the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (j) the term
"documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however
evidenced, whether in physical or electronic form, (k) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the
words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including", and (l) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.3Accounting Terms.All accounting terms not specifically or completely defined herein
shall be construed in conformity with, and all financial data (including financial ratios and
other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited financial statements required bySection 8.1(b), exceptas otherwise specifically prescribed
herein.

SECTION 1.4UCC Terms.Terms defined in the UCC in effect on the Closing Date and not otherwise
defined herein shall, unless the context otherwise indicates, have the meanings provided
by those definitions. Subject to the foregoing, the term "UCC" refers, as of any date of determination, to the UCC then in effect.

SECTION 1.5Rounding.Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a
rounding-up if there is no nearest number).

SECTION 1.6References to Agreement and Laws.Unless otherwise expressly provided herein,
(a) references to formation documents, governing documents, agreements (including the Loan Documents) and other
contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments,
restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Applicable Law shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.

SECTION 1.7Times of Day.Unless otherwise specified, all references herein to times of day shall be
references to Central time (daylight or standard, as applicable).

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SECTION 1.8Letter of Credit Amounts.Unless otherwise specified, all references herein to the amount
of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter
of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the Letter of Credit Application therefor, whether or not such maximum face amount is in effect at such
time.

ARTICLE II  REVOLVING CREDIT FACILITY

SECTION 2.1Revolving Credit Loans.Subject to the terms and conditions of this Agreement, and in reliance
upon the representations and warranties set forth herein, each Revolving Credit Lender
severally agrees to make Revolving Credit Loans to the Borrower from time to time from the Closing Date through, but not including, the Revolving Credit Maturity Date as requested by the Borrower in
accordance with the terms ofSection 2.2;provided, that (a) the aggregate principal
amount of all outstanding Revolving Credit Loans (after giving effect to any amount requested) shall not exceed the Revolving Credit Commitmentlessthe
sum of all outstanding L/C Obligations and (b) the principal amount of outstanding Revolving Credit Loans from any Revolving Credit Lender to the Borrower shall not at any time exceed such
Revolving Credit Lender's Revolving Credit Commitmentlesssuch Revolving Credit Lender's Revolving Credit Commitment Percentage of outstanding L/C
Obligations. Each Revolving Credit Loan by a Revolving Credit Lender shall be in a principal amount equal to such Revolving Lender's Revolving Credit Commitment Percentage of the aggregate principal
amount of Revolving Credit Loans requested on such occasion. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the
Revolving Credit Maturity Date.

SECTION 2.2Procedure for Advances of Revolving Credit Loans.



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SECTION 2.3Repayment and Prepayment of Revolving Credit Loans.



SECTION 2.4Permanent Reduction of the Revolving Credit Commitment.



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SECTION 2.5Termination of Revolving Credit Facility.The Revolving Credit Facility shall terminate on
the Revolving Credit Maturity Date.

ARTICLE III  LETTER OF CREDIT FACILITY

SECTION 3.1L/C Commitment.Subject to the terms and conditions hereof, the Issuing Lender, in
reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit ("Letters of Credit") for the
account
of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided,
that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C
Obligations would exceed the L/C Commitment or (b) the aggregate principal amount of outstanding Revolving Credit Loans,plusthe aggregate
amount of L/C Obligations would exceed the Revolving Credit Commitment. Each Letter of Credit shall (i) be denominated in Dollars in a minimum amount of $500,000, (ii) be a standby
letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more
than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving
Credit Maturity Date and (iv) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not
inconsistent therewith, the laws of the State of Texas. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the
Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to "issue" and derivations thereof with respect to Letters of Credit shall also include
extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires.

SECTION 3.2Procedure for Issuance of Letters of Credit.The Borrower may from time to time request
that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at the Administrative Agent's
Office a Letter of Credit Application therefor, completed to the satisfaction of

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the
Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon receipt of any Letter of Credit Application, the Issuing Lender
shall process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and
shall, subject toSection 3.1andArticle VI, promptly issue the Letter of Credit
requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three (3) Business Days after its receipt of the Letter of Credit Application
therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may
be agreed by the Issuing Lender and the Borrower. The Issuing Lender shall promptly furnish to the Borrower a copy of such Letter of Credit and promptly notify each Lender of the issuance and upon
request by any Lender, furnish to such Lender a copy of such Letter of Credit and the amount of such Lender's participation therein.

SECTION 3.3Commissions and Other Charges.



SECTION 3.4L/C Participations.



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SECTION 3.5Reimbursement Obligation of the Borrower.In the event of any drawing under any Letter of
Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in
this Section or with funds from other sources), in same day funds, the Issuing Lender on each date on which the Issuing Lender notifies the Borrower of the date and amount of a draft paid under any
Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to inSection 3.3(c)incurred by the Issuing
Lender in connection with such payment. Unless the Borrower shall immediately notify the Issuing Lender that the Borrower intends to reimburse the Issuing Lender for such drawing from other sources or
funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at
the Base Rate on such date in the amount of (a) such draft so paid and (b) any amounts referred to inSection 3.3(c)incurred by
the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be
applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving
Credit Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, non-satisfaction of the conditions set forth inSection 2.2(a)or Article VI. If the Borrower has
elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing
Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then

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overdue
from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

SECTION 3.6Obligations Absolute.The Borrower's obligations under thisArticle III(including, without limitation, the Reimbursement
Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the Borrower may have or have had
against the Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees that the Issuing Lender and the L/C Participants shall not be responsible for, and the
Borrower's Reimbursement Obligation underSection 3.5shall not be affected by, among other things, the validity or genuineness of documents or
of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of
Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. The
Issuing Lender shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of
Credit, except for errors or omissions caused by the Issuing Lender's gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The
Borrower agrees that any action taken or omitted by the Issuing Lender under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct shall be binding on the Borrower and shall not result in any liability of the Issuing Lender or any L/C Participant to the Borrower. The responsibility of the Issuing Lender to
the Borrower in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to
determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit.

SECTION 3.7Effect of Letter of Credit Application.To the extent that any provision of any Letter of
Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of thisArticle IIIshall apply.

ARTICLE IV  INTENTIONALLY DELETED.

ARTICLE V  GENERAL LOAN PROVISIONS

SECTION 5.1Interest.



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SECTION 5.2Notice and Manner of Conversion or Continuation of Loans.Provided that no Default or
Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following
the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans in a principal amount equal to $500,000 or any whole multiple of $100,000 in excess thereof into one
or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $500,000 or a
whole multiple of $100,000 in excess thereof into Base Rate Loans or

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(ii) continue
such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative Agent
irrevocable prior written notice in the form attached as Exhibit E (a "Notice of Conversion/Continuation") not later than 11:00 a.m. three
(3) Business Days before the day on which a proposed conversion or continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of
any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation (which shall be a Business Day),
(C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. The Administrative Agent
shall promptly notify the Lenders of such Notice of Conversion/Continuation.

SECTION 5.3Fees.



SECTION 5.4Manner of Payment.Each payment by the Borrower on account of the principal of or
interest on the Loans or of any fee, commission or other amounts (including the Reimbursement
Obligation) payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment under this Agreement to the Administrative Agent at the
Administrative Agent's Office for the account of the Lenders (other than as set forth below)pro ratain accordance with their respective Commitment
Percentages, (except as specified below), in Dollars, in immediately available funds and shall be made without any set-off, counterclaim or deduction whatsoever. Any payment received after
such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes ofSection 12.1, but for all other
purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for
all purposes. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each Lender at its address for notices set forth herein its pro ratashare of
such payment in accordance with such Lender's Commitment Percentage, (except as specified below) and shall wire advice of the amount
of such credit to each Lender. Each payment to the Administrative Agent of the Issuing Lender's fees or L/C Participants' commissions shall be made in like manner, but for the account of the Issuing
Lender or the L/C Participants, as the case may be. Each payment to the Administrative Agent of Administrative Agent's fees or expenses shall be made for the account of the Administrative Agent and
any amount payable to any Lender underSections 5.9,5.10, 5.11or14.3shall be paid to the Administrative Agent for the account of the applicable Lender. Subject
toSection 5.1(b)(ii)if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made
on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment.

SECTION 5.5Evidence of Indebtedness.



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SECTION 5.6Adjustments.If any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Loans
or other obligations hereunder resulting in such Lender's receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than
pursuant toSections 5.9,5.10,5.11or 14.3hereof) greater
than itspro ratashare thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other
Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of
and accrued interest on their respective Loans and other amounts owing them;providedthat



Each
Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the
amount of such participation.

SECTION 5.7Nature of Obligations of Lenders Regarding Extensions of Credit; Assumption by the Administrative Agent.The obligations of the Lenders under this Agreement to make the Loans and issue or participate in Letters of Credit are several and are not joint or joint and
several. Unless the Administrative Agent shall have received notice from a Lender prior to a proposed borrowing date that such Lender will not make available to the Administrative Agent such Lender's
ratable portion of the

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amount
to be borrowed on such date (which notice shall not release such Lender of its obligations hereunder), the Administrative Agent may assume that such Lender has made such portion available to
the Administrative Agent on the proposed borrowing date in accordance withSection 2.2(b), and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower on such date a corresponding amount. If such amount is made available to the Administrative Agent on a date after such borrowing date, such Lender shall
pay to the Administrative Agent on demand an amount, until paid, equal to the product of (a) the amount not made available by such Lender in accordance with the terms hereof, times(b) the
daily average Federal Funds Rate during such period as determined by the Administrative Agent, times(c) a fraction the numerator of which is the number of days that elapse from and including such
borrowing date to the date on which such
amount not made available by such Lender in accordance with the terms hereof shall have become immediately available to the Administrative Agent and the denominator of which is 360. A certificate of
the Administrative Agent with respect to any amounts owing under this Section shall be conclusive, absent manifest error. If such Lender's Commitment Percentage of such borrowing is not made available
to the Administrative Agent by such Lender within three (3) Business Days after such borrowing date, the Administrative Agent shall be entitled to recover such amount made available by the
Administrative Agent with interest thereon at the rate per annum applicable to Base Rate Loans hereunder, on demand, from the Borrower. The failure of any Lender to make available its Commitment
Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing
date, but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date.

SECTION 5.8Changed Circumstances.



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SECTION 5.9Indemnity.The Borrower hereby indemnifies each of the Lenders against any loss or
expense which may arise or be attributable to each Lender's obtaining, liquidating or
employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in
connection with a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow, continue or convert on a date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate Loan on a date other than the last day of the Interest Period therefor. The amount of such loss or
expense shall be determined, in the applicable Lender's sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans in the London interbank
market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or
amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error.

SECTION 5.10Increased Costs.



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



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SECTION 5.11Taxes.



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SECTION 5.12Mitigation Obligations; Replacement of Lenders.



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

SECTION 5.13Security.The Obligations of the Borrower, the other Credit Parties and DG III shall be
secured or guaranteed as provided in the Security Documents and the DG III Guaranty.

ARTICLE VI  CLOSING; CONDITIONS OF CLOSING AND BORROWING

SECTION 6.1Closing.The closing shall take place at the offices of Bracewell & Giuliani LLP at
10:00 a.m. on February 10, 2006, or on such other place, date and
time as the parties hereto shall mutually agree.

SECTION 6.2Conditions to Closing and Initial Extensions of Credit.The obligation of the Lenders to
close this Agreement and to make the initial Loan or issue or participate in the initial Letter of Credit, if any, is subject to
the satisfaction of each of the following conditions:



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SECTION 6.3Conditions to All Extensions of Credit.The obligations of the Lenders to make any
Extensions of Credit (including the initial Extension of Credit), convert or continue any Loan and/or the Issuing
Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions precedent on the relevant borrowing, continuation, conversion, issuance or extension date:



ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE BORROWER

SECTION
7.1Representations and Warranties. To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the
Lenders to make Extensions of Credit, the Borrower

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hereby
represents and warrants to the Administrative Agent and Lenders both before and after giving effect to the transactions contemplated hereunder that:



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SECTION 7.2Survival of Representations and Warranties, Etc.All representations and warranties set
forth in thisArticle VIIand all representations and warranties
contained in any certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute
representations and warranties made under this Agreement. All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those
that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation made by or on behalf of the
Lenders or any borrowing hereunder.

ARTICLE VIII  FINANCIAL INFORMATION AND NOTICES

Until
all the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.2, the Borrower will furnish or cause
to be furnished to the Administrative Agent at the Administrative Agent's Office at the address
set forth inSection 14.1and to the Lenders at their respective addresses as set forth on the Register, or such other office as may be
designated by the Administrative Agent and Lenders from time to time:

SECTION 8.1Financial Statements and Projections.



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SECTION 8.2Officer's Compliance Certificate.At each time financial statements are delivered
pursuant toSection 8.1(a)or (b)and at such other times as the Administrative Agent shall reasonably request, an Officer's Compliance Certificate.

SECTION 8.3Accountants' Certificate.At each time financial statements are delivered pursuant toSection 8.1(b), a certificate of the
independent public accountants certifying such financial statements that in connection with their audit, nothing came to their attention that caused them to believe that the Borrower failed to comply
with the terms, covenants, provisions or conditions ofArticle X, insofar as they relate to financial and accounting matters or, if such is not
the case, specifying such non-compliance and its nature and period of existence.

SECTION 8.4Other Reports.



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SECTION 8.5Notice of Litigation and Other Matters.Prompt (but in no event later than ten
(10) days after an officer of the Borrower obtains knowledge thereof) telephonic and written notice of:



SECTION 8.6Accuracy of Information.All written information, reports, statements and other papers
and data furnished by or on behalf of the Borrower to the Administrative Agent or any Lender whether
pursuant to thisArticle VIIIor any other provision of this Agreement, or any of the Security Documents, shall, at the time the same is so
furnished, comply with the representations and warranties set forth inSection 7.1(y).

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ARTICLE IX  AFFIRMATIVE COVENANTS

Until
all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner provided for in Section 14.2, the Borrower will, and will
cause each of its Subsidiaries to:

SECTION 9.1Preservation of Corporate Existence and Related Matters.Except as permitted bySection 11.4, preserve and maintain its separate corporate existence and all rights,
franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the
failure to so qualify could reasonably be expected to have a Material Adverse Effect.

SECTION 9.2Maintenance of Property.In addition to the requirements of any of the Security Documents,
 protect and preserve all properties necessary in and material to its business, including
copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and
personal property; and from time to time make or cause to be made all repairs, renewals and replacements thereof and additions to such property necessary for the conduct of its business, so that the
business carried on in connection therewith may be conducted in a commercially reasonable manner.

SECTION 9.3Insurance.Maintain insurance with financially sound and reputable insurance companies
against such risks and in such amounts as are customarily maintained by similar
businesses and as may be required by Applicable Law and as are required by this Agreement and any Security Document (including, without limitation, hazard and business interruption insurance), and on
the Closing Date and from time to time thereafter deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the
insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.

SECTION 9.4Accounting Methods and Financial Records.Maintain a system of accounting, and keep
proper books, records and accounts (which shall be true and complete in all material respects) as may be required or as
may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of
its properties.

SECTION 9.5Payment and Performance of Obligations.Pay and perform all Obligations under this
Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental
charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that the
Borrower or such Subsidiary may contest any item described in clauses (a) or (b) of this Section in good faith so long
as adequate reserves are maintained with respect thereto in accordance with GAAP.

SECTION 9.6Compliance With Laws and Approvals.Observe and remain in compliance in all material
respects with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case
applicable to the conduct of its business.

SECTION 9.7Environmental Laws.In addition to and without limiting the generality ofSection 9.6, (a) comply with, and ensure such
compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and
maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, (b) conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions

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required
under Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws, and (c) defend, indemnify and hold
harmless the Administrative Agent and the Lenders, and their respective parents, Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the presence of Hazardous
Materials, or the violation of, noncompliance with or liability under any Environmental Laws applicable to the operations of the Borrower or any such Subsidiary, or any orders, requirements or demands
of Governmental Authorities related thereto, including, without limitation, reasonable attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation
expenses, except to the extent that any of the foregoing directly result from the gross negligence or willful misconduct of the party seeking indemnification therefor, as determined by a court of
competent jurisdiction by final nonappealable judgment.

SECTION 9.8Compliance with ERISA.In addition to and without limiting the generality ofSection 9.6, (a) except where the failure to
so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with all material applicable provisions of ERISA and the regulations
and published interpretations thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could be a liability to the PBGC or to a
Multiemployer Plan, (iii) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit
Plan in such a manner that will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code and
(b) furnish to the Administrative Agent upon the Administrative Agent's request such additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative
Agent.

SECTION 9.9Compliance With Agreements.Comply in all material respects with each term, condition and
provision of all leases, agreements and other instruments entered into in the conduct of its
business including, without limitation, any Material Contract.

SECTION 9.10Visits and Inspections.Permit representatives of the Administrative Agent or any Lender,
 from time to time upon prior reasonable notice and at such times during normal business hours,
to visit and inspect its properties; inspect, audit and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and
discuss with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations and business prospects. Upon the occurrence and
during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at any time without advance notice.

SECTION 9.11Additional Subsidiaries.



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SECTION 9.12DG III as Grantor.Notify the Administrative Agent of the payment in full of the MDVX
Indebtedness and promptly thereafter (and in any event within ten (10) days), cause DG
III to (i) grant to the Administrative Agent a first priority security interest in all assets owned by DG III and guarantee the Obligations by delivering to the Administrative Agent a duly
executed assumption agreement to the Guarantee and Collateral Agreement substantially in the form ofAnnex 1thereto and such other documents as
the Administrative Agent shall deem appropriate for such purpose, (ii) deliver to the Administrative Agent such documents and certificates referred to in Section 6.2as may be reasonably
requested by the Administrative Agent, (iii) deliver to the Administrative Agent such original Capital
Stock or other certificates and stock or other transfer powers evidencing the Capital Stock of DG III, (iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as
requested by the Administrative Agent with respect to such Person, and (v) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent,
all in form, content and scope reasonably satisfactory to the Administrative Agent.

SECTION 9.13Real Property Collateral.Notify the Administrative Agent, within ten (10) days
after the acquisition or lease by any Credit Party of any real property that is not subject to the
existing Security Documents, and within sixty (60) days following request by the Administrative Agent, deliver such Mortgages, deeds of trust, title insurance policies, environmental
assessments, surveys, landlord waivers and other documents reasonably requested by the Administrative Agent in connection with granting and perfecting a first priority Lien, other than Permitted
Liens, on such real property in favor of the Administrative Agent, for the benefit of itself and the Secured Parties, all in form and substance acceptable to the Administrative Agent.

SECTION 9.14Use of Proceeds.The Borrower shall use the proceeds of the Extensions of Credit
(a) to refinance the Existing Facility and (b) for working capital and general
corporate purposes of the Borrower and its Subsidiaries, including the payment of certain fees and expenses incurred in connection with the transactions.

SECTION 9.15Further Assurances.Make, execute and deliver all such additional and further acts,
things, deeds and instruments as the Administrative Agent or the Required Lenders (through the
Administrative Agent) may reasonably require to document and consummate the transactions contemplated hereby and to vest completely in and insure the Administrative Agent and the Lenders their
respective rights under this Agreement, the Letters of Credit and the other Loan Documents.

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ARTICLE X  FINANCIAL COVENANTS

Until
all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.2, the Borrower will not on a
Consolidated basis:

SECTION 10.1Consolidated Leverage Ratio.As of each fiscal quarter end (beginning with the fiscal
quarter ending on March 31, 2006 and continuing thereafter), permit the Consolidated Leverage
Ratio to be greater than 3.50 to 1.00.

SECTION 10.2Minimum EBITDA.As of any Fiscal Year end (beginning with the Fiscal Year ending on
December 31, 2006 and continuing thereafter), permit the Consolidated EBITDA to be less
than $12,000,000.

ARTICLE XI  NEGATIVE COVENANTS

Until
all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 14.2, the Borrower has not and will
not and will not permit any of its Subsidiaries to:

SECTION 11.1Limitations on Indebtedness.Create, incur, assume or suffer to exist any Indebtedness
except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b));



provided, that no agreement or instrument with respect to Indebtedness permitted to be incurred by this Section shall restrict, limit or otherwise
encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or
otherwise) for the purpose of enabling the Borrower to pay the Obligations.

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SECTION 11.2Limitations on Liens.Create, incur, assume or suffer to exist, any Lien on or with
respect to any of its assets or properties (including, without limitation, shares of Capital Stock),
real or personal, whether now owned or hereafter acquired, except the following (each, a "Permitted Lien"):(a) Liens for taxes, assessments and other
governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) not yet due or as to which the period of grace (not to exceed thirty
(30) days), if any, related thereto has not expired or which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;



SECTION 11.3Limitations on Loans, Advances, Investments and Acquisitions.Purchase, own, invest in
or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including, without
limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or
any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, any investment in

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cash
or by delivery of property in, or Guaranty Obligation in favor of, any Person (each, an "Investment") except:



SECTION 11.4Limitations on Mergers and Liquidation.Merge, consolidate or enter into any similar
combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution) except:



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SECTION 11.5Limitations on Asset Dispositions.Make any Asset Disposition (including, without
limitation, the sale of any receivables and leasehold interests and any sale-leaseback or similar
transaction) except:



SECTION 11.6Limitations on Dividends and Distributions.Declare or pay any dividends upon any of its
Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital
Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure; providedthat:(a) the Borrower or any
Subsidiary (other than DG III and any of its Subsidiaries) may pay dividends payable solely in shares of its own
Capital Stock; and



SECTION 11.7Limitations on Exchange and Issuance of Capital Stock.Issue, sell or otherwise dispose
of any class or series of Capital Stock that, by its terms or by the terms of any security into which it is convertible or
exchangeable, is, or upon the happening of an event or passage of time would be, (a) convertible or exchangeable into Indebtedness or (b) required to be redeemed or repurchased,
including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due. Transactions with Affiliates.
Directly or indirectly (a) make any loan or advance to, or purchase or assume any note or other obligation to or
from, any of its officers, directors, shareholders or other Affiliates, or to or from any member of the immediate family of any of its officers, directors, shareholders or other Affiliates, or
subcontract any operations to any of its Affiliates or (b) enter into, or be a party to, any other transaction not described in clause (a) above with any of its Affiliates other than:(i)
transactions permitted bySection 11.3,11.4, 11.6and11.7;



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SECTION 11.9Certain Accounting Changes; Organizational Documents.(a) Change its Fiscal Year end, or
make any change in its accounting treatment and reporting practices except as required by GAAP or (b) amend, modify or
change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner adverse in any
respect to the rights or interests of the Lenders.Amendments; Payments and Prepayments of Subordinated Indebtedness. (a) Amend or modify (or permit the
modification or amendment of) any of the terms or provisions of any Subordinated Indebtedness in any respect which would materially adversely affect the rights or interests of the Administrative Agent
and Lenders hereunder;



SECTION 11.11Restrictive Agreements.



SECTION 11.12Nature of Business.Alter in any material respect the character or conduct of the
business conducted by the Borrower and its Subsidiaries as of the Closing Date.

SECTION 11.13Impairment of Security Interests.Take or omit to take any action, which might or would
have the result of materially impairing the security interests in favor of the Administrative Agent with
respect to the Collateral or grant to any Person (other than the Administrative Agent for the benefit of itself and the Secured Parties pursuant to the Security Documents) any interest whatsoever in
the Collateral, except for Permitted Liens and asset sales permitted underSection 11.5.

SECTION 11.14Prepayments of MDVX Indebtedness.Prepay, repurchase or redeem the MDVX Indebtedness or
any part thereof without the prior written consent of the Administrative Agent.

ARTICLE XII  DEFAULT AND REMEDIES

SECTION 12.1Events of Default.Each of the following shall constitute an Event of Default, whatever
the reason for such event and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any Governmental Authority or otherwise: (a)Default in Payment of
Principal of Loans and

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Reimbursement Obligations. The Borrower shall default in any payment of principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of
acceleration or otherwise).



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SECTION 12.2Remedies.Upon the occurrence of an Event of Default, with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required Lenders,
the Administrative Agent shall, by notice to the Borrower:



SECTION 12.3Rights and Remedies Cumulative; Non-Waiver; etc.The enumeration of the rights and
remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition
to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the
part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing

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between
the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the
other Loan Documents or to constitute a waiver of any Event of Default.

SECTION 12.4Crediting of Payments and Proceeds.In the event that the Borrower shall fail to pay any
of the Obligations when due and the Obligations have been accelerated pursuant to Section 12.2, all payments received by the Lenders upon the Obligations, all net proceeds from the enforcement of
the Obligations and all
proceeds of the Collateral shall be applied:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees,
payable to the Administrative Agent in its capacity as such and the Issuing Lender in its capacity as such (ratably among the Administrative Agent and the Issuing Lender in proportion to the
respective amounts described in this clauseFirstpayable to them);

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clauseSecondpayable to them);

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations
and any Hedging Obligations (including any termination payments and any accrued and unpaid interest thereon) (ratably among the Lenders and, with respect to Hedging Obligations, any Hedge Lender in
proportion to the respective amounts described in this clauseThirdpayable to them);

Fourth, ratably, (a) to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement
Obligations and any Banking Services Obligations and (b) to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any L/C Obligations then outstanding (ratably
among the Lenders and, with respect to Banking Services Obligations, any Affiliate of a Lender in proportion to the respective amounts described in this clause Fourthheld by them); and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by
Applicable Law.

SECTION 12.5Administrative Agent May File Proofs of Claim.In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower or any Subsidiary, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed
or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or
otherwise:



and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the

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Administrative
Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 5.3and14.3.

Nothing
contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

ARTICLE XIII  THE ADMINISTRATIVE AGENT

SECTION 13.1Appointment and Authority.Each of the Lenders and the Issuing Lender hereby irrevocably
appoints Wachovia to act on its behalf as the Administrative Agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Lender,
and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.

SECTION 13.2Rights as a Lender.The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise
the same as though it were not the Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any
duty to account therefor to the Lenders.

SECTION 13.3Exculpatory Provisions.The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Administrative Agent:



The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders

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as
shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 14.2andSection 12.2) or (ii) in the absence of its own gross negligence
or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing Lender.

The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VIor elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 13.4Reliance by the Administrative Agent.The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and
shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or the Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Lender unless the Administrative
Agent shall have received notice to the contrary from such Lender or the Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

SECTION 13.5Delegation of Duties.The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one
or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and
powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as
Administrative Agent.

SECTION 13.6Resignation of Administrative Agent.



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SECTION 13.7Non-Reliance on Administrative Agent and Other Lenders.Each Lender and the Issuing
Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the Issuing Lender
also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder.

SECTION 13.8Collateral and Guarantee Matters.The Lenders irrevocably authorize the Administrative
Agent, at its option and in its discretion:



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Upon
request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release or subordinate its interest in particular types or
items of property, or to release any Credit Party from its obligations under the Guarantee and Collateral Agreement pursuant to this Section.

ARTICLE XIV  MISCELLANEOUS

SECTION 14.1Notices.



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If to the Borrower:

750 W. John W. Carpenter Freeway, Suite 700
Dallas, Texas 75039
Attention: Omar Choucair
Telephone No.: 972-581-2000
Telecopy No.: 972-581-2100With copies to:

Gardere Wynne Sewell LLP
1601 Elm Street, Suite 3000
Dallas, Texas 75201-4761
Attention: Steven S. Camp
Telephone No.: 214-999-4354
Telecopy No.: 214-999-3354If to Wachovia as
Administrative Agent:

Wachovia Bank, National Association
Charlotte Plaza, CP-8
201 South College Street
Charlotte, North Carolina 28288-0680
Attention: Syndication Agency Services
Telephone No.: (704) 374-2698
Telecopy No.: (704) 383-0288With copies to:

Bracewell & Giuliani LLP
500 N. Akard St., Suite 4000
Dallas, TX 75201-3387
T: (214) 758-1004
M:(214) 228-1680
Attention: Mark Knowles
Telephone No.: (214) 758-1004
Telecopy No.: (214) 758-8304If to any Lender:

To the address set forth on the Register.




SECTION 14.2Amendments, Waivers and Consents.Except as set forth below or as specifically provided
in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan
Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the
Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or
consent shall:



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provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Lender in addition to the Lenders
required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be
increased or extended without the consent of such Lender.

SECTION 14.3Expenses; Indemnity.



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SECTION 14.4Right of Set-off.If an Event of Default shall have occurred and be continuing, each
Lender, the Issuing Lender and each of their respective Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing

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Lender
or any such Affiliate to or for the credit or the account of the Borrower or any Subsidiary against any and all of the obligations of the Borrower or such Subsidiary now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the Issuing Lender, irrespective of whether or not such Lender or the Issuing Lender shall have made any demand under this Agreement
or any other Loan Document and although such obligations of the Borrower or such Subsidiary may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Lender
different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender or the Issuing Lender and their respective Affiliates under this Section are in
addition to other rights and remedies (including other rights of setoff) that such Lender or the Issuing Lender or their respective Affiliates may have. Each Lender and the Issuing Lender agrees to
notify the Borrower and the Administrative Agent promptly after any such setoff and application;providedthat the failure to give such notice shall not
affect the validity of such setoff and application.

SECTION 14.5Governing Law.



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SECTION 14.6Waiver of Jury Trial.



SECTION 14.7Reversal of Payments.To the extent the Borrower makes a payment or payments to the
Administrative Agent for the ratable benefit of the Lenders or the Administrative Agent receives any
payment or proceeds of the collateral which payments or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to
a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds repaid, the Obligations or part
thereof intended to be satisfied shall be revived and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent.

SECTION 14.8Injunctive Relief; Punitive Damages.



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SECTION 14.9Accounting Matters.If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either the Borrower or
the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof
in light of such change in GAAP (subject to the approval of the Required Lenders);providedthat, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other
documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to
such change in GAAP.

SECTION 14.10Successors and Assigns; Participations.



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Subject
to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled
to the benefits ofSections 5.8,5.9,5.10, 5.11and14.3with respect to facts and circumstances occurring prior to the effective date of such
assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.



Any
agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement;providedthat such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any

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amendment,
modification or waiver or modification described inSection 14.2that directly affects such Participant. Subject to
paragraph (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits ofSections 5.8, 5.9,5.10and5.11to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 14.4as though it were a Lender, provided such Participant agrees to be subject to Section 5.6as though it were a Lender.



SECTION 14.11Confidentiality.Each of the Administrative Agent and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that Information may be
disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by, or required to be
disclosed to, any rating agency, or regulatory or similar authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies
under this Agreement or under any other Loan Document (or any Hedging Agreement with a Hedge Lender) or any action or proceeding relating to this Agreement or any other Loan Document (or any Hedging
Agreement with a Hedge Lender) or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to
(i) any purchasing Lender, proposed purchasing Lender, Participant or proposed Participant, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information shall be used solely for the purpose
of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the
administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding
the Borrower and its Subsidiaries, the Loans and Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) with the consent of the Borrower, (h) to Gold Sheetsand
other similar bank trade publications, such information to consist of deal terms and other information customarily found in such
publications, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the
Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower or (j) to governmental regulatory authorities in connection with any regulatory examination
of the Administrative Agent or any Lender or in accordance with the Administrative Agent's or any Lender's regulatory compliance policy if the Administrative Agent or such Lender deems necessary for
the mitigation of claims by those authorities

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against
the Administrative Agent or such Lender or any of its subsidiaries or affiliates. For purposes of this Section, "Information" means all
information received from any Credit Party and DG III relating to any Credit Party, DG III or any of their respective businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Credit Party or DG III;providedthat, in the case of
information received from a Credit Party or DG III after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 14.12Performance of Duties.



SECTION 14.13All Powers Coupled with Interest.All powers of attorney and other authorizations
granted to the Lenders, the Administrative Agent and any Persons designated by the Administrative Agent or any
Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid
or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated.

SECTION 14.14Survival of Indemnities.Notwithstanding any termination of this Agreement, the
indemnities to which the Administrative Agent and the Lenders are entitled under the provisions of this Article XIVand any other provision of this Agreement and the other Loan Documents shall
continue in full force and effect and shall protect the
Administrative Agent and the Lenders against events arising after such termination as well as before.

SECTION 14.15Titles and Captions.Titles and captions of Articles, Sections and subsections in, and
the table of contents of, this Agreement are for convenience only, and neither limit nor amplify
the provisions of this Agreement.

SECTION 14.16Severability of Provisions.Any provision of this Agreement or any other Loan Document
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or
enforceability of such provision in any other jurisdiction.

SECTION 14.17Counterparts.This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same agreement.

SECTION 14.18Integration.This Agreement, together with the other Loan Documents, comprises the
complete and integrated agreement of the parties on the subject matter hereof and thereof
and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions
of this Agreement shall control;providedthat the inclusion of supplemental rights or

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remedies
in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation
of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 14.19Term of Agreement.This Agreement shall remain in effect from the Closing Date through
and including the date upon which all Obligations arising hereunder or under any other Loan
Document shall have been indefeasibly and irrevocably paid and satisfied in full and all Commitments have been terminated. No termination of this Agreement shall affect the rights and obligations of
the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination.

SECTION 14.20Advice of Counsel, No Strict Construction.Each of the parties represents to each other
party hereto that it has discussed this Agreement with its counsel. The parties hereto have participated jointly in
the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

SECTION 14.21USA Patriot Act.The Administrative Agent and each Lender hereby notifies the Borrower
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies the
Borrower and each Subsidiary, which information includes the name and address of the Borrower and such Subsidiary and other information that will allow such Lender to identify such Person in
accordance with the Act.

SECTION 14.22Inconsistencies with Other Documents; Independent Effect of Covenants.



SECTION 14.23Interest Rate Limitation.



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SECTION 14.24Time of the Essence.Time is the essence of this Agreement and the other Loan
Documents.

SECTION 14.25Entire Agreement.THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature
page follows.]

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written above.

| |  | BORROWER:                                       
| |  | ------------------------------------------------
| |  | DIGITAL GENERATION SYSTEMS, INC.                
| |  |                                                 
| |  | By:                                             
| |  | Name:                                           
| |  | Title:                                          
| |  | ADMINISTRATIVE AGENT, ISSUING LENDER AND LENDER:
| |  | WACHOVIA BANK, NATIONAL ASSOCIATION             
| |  |                                                 
| |  | By:                                             
| |  | Name:                                           
| |  | Title:                                          

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