TWELFTH AMENDMENT TO FLEET BANK - NH
                  COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS

        THIS TWELFTH  AMENDMENT TO COMMERCIAL  LOAN AGREEMENT AND LOAN DOCUMENTS
(the "Amendment") is made effective as of April 7, 2000, by and among FLEET BANK
- NH, a bank  organized  under  the laws of the State of New  Hampshire  with an
address of Mail Stop NH DE 01102A,  1155 Elm Street,  Manchester,  New Hampshire
03101 (the "Bank"),  GREEN MOUNTAIN COFFEE ROASTERS,  INC. (f/k/a Green Mountain
Coffee,  Inc.), a Vermont  corporation  with a principal place of business at 33
Coffee Lane,  Waterbury,  Vermont  05676 (the  "Borrower"),  and GREEN  MOUNTAIN
COFFEE  ROASTERS   FRANCHISING   CORPORATION,   a  Delaware   corporation   (the
"Subsidiary").

                              W I T N E S S E T H:

        WHEREAS,  the Bank,  the Borrower,  and the  Subsidiary are parties to a
certain Fleet Bank - NH Seventh  Amendment and First  Restatement  of Commercial
Loan  Agreement  dated April 12, 1996,  as amended by Eighth  Amendment to Fleet
Bank - NH Commercial  Loan Agreement and Loan Documents dated February 19, 1997,
Ninth  Amendment to Fleet Bank - NH Commercial Loan Agreement and Loan Documents
dated June 9, 1997,  Tenth  Amendment  to  Commercial  Loan  Agreement  and Loan
Documents  dated  January 15, 1998,  and  Eleventh  Amendment to Fleet Bank - NH
Commercial Loan Agreement and Loan Documents dated February 19, 1998 (as amended
to date, the "Loan  Agreement")  and certain Loan Documents of various dates (as
defined  in the  Loan  Agreement  and  as  amended  through  the  date  hereof),
including,  but not limited to a certain  Guaranty  Agreement  dated October 22,
1992,  as amended to date,  of the  Subsidiary  (the  "Guaranty"),  and  certain
Security  Agreements of the Borrower  dated April 12, 1996 and of the Subsidiary
dated  October  22,  1992,  as  amended  to date  (collectively,  the  "Security
Agreements");

        WHEREAS,  pursuant to the Loan  Agreement,  the Bank has extended to the
Borrower certain credit facilities  including a revolving line of credit loan up
to the maximum  principal  amount of Nine Million Dollars  ($9,000,000.00)  (the
"Revolving  Line of Credit  Loan") and a revolving  line of credit/ term loan in
the   principal   amount  of  Four  Million  Five   Hundred   Thousand   Dollars
($4,500,000.00) (the "Revolving Line of Credit/ Term Loan"); and

        WHEREAS,  the Borrower has  requested,  and the Bank has agreed,  to (a)
refinance  the Revolving  Line of Credit Loan and the Revolving  Line of Credit/
Term Loan by  consolidating  said loans and replacing them with a revolving line
of credit in the  maximum  principal  amount of up to  Fifteen  Million  Dollars
($15,000,000.00), and (b) make certain other modifications and amendments to the
terms and conditions  affecting all of the credit facilities  provided under the
Loan  Agreement  and the Loan  Documents.  All  capitalized  terms not otherwise
defined  herein shall have the meanings  ascribed to them in the Loan  Agreement
and/or the Loan Documents, as the case may be.

        NOW,  THEREFORE,  in  consideration of the Bank increasing the Revolving
Line of Credit Loan as described above, and amending the Loan Agreement in other
respects as provided below,  the Bank, the Borrower,  and the Subsidiary  hereby
agree to amend the Loan Agreement and the Loan Documents as follows:


I.  AMENDMENT OF LOAN AGREEMENT.

        A.  INCREASE OF REVOLVING LINE OF CREDIT LOAN.   References  in the Loan
Agreement to the "Revolving Line of Credit/Term Loan" are deleted  and Section I
of the Loan Agreement is amended to read in its entirety as follows:

         I.  REVOLVING  LINE OF CREDIT LOAN.  The Revolving  Line of Credit Loan
         first  described  above  (the  "Revolving  Line of Credit  Loan")  made
         available by the BANK to the BORROWER  shall be upon and subject to the
         terms and  conditions  set forth in the Note  evidencing  the Revolving
         Line of Credit Loan, the other Loan Documents, and this Agreement.

         A.    MAXIMUM AVAILABLE AMOUNT.  The aggregate maximum principal amount
         available to the BORROWER under the Revolving Line of  Credit Loan (the
         "Maximum Available Amount") shall be FIFTEEN MILLION AND 00/100 DOLLARS
         ($15,000,000.00).

         B.  ADVANCES.  The  Revolving  Line of Credit Loan shall be  disbursed,
         advanced,  re-advanced,  and repaid as provided in the Note  evidencing
         the Revolving Line of Credit Loan and this Agreement.  The BORROWER may
         request that  advances and  re-advances  be made to the BORROWER  (each
         such advance or re-advance an "Advance") orally or in writing from time
         to time in  accordance  with  such  procedures  as BANK may  reasonably
         impose in an amount such that the aggregate  amounts  outstanding under
         the Revolving  Line of Credit Loan do not exceed the Maximum  Available
         Amount  as  determined  under  Paragraph  A of this  Section  I  above.
         Notwithstanding any other provision of this Agreement, no Advance shall
         be made by BANK to the  BORROWER  at any time an Event of  Default  (as
         hereinafter defined) exists under this Agreement or the Loan Documents,
         or any condition exists which, if not cured,  would with the passage of
         time or the  giving of  notice,  or both,  constitute  such an Event of
         Default. At the time of each Advance under the Revolving Line of Credit
         Loan the BORROWER shall immediately become indebted to the BANK for the
         amount  thereof.  Each such  Advance may be credited by the BANK to any
         deposit account of BORROWER with the BANK, or in such other  reasonable
         manner as may be designated in writing by the BANK to the BORROWER, and
         shall constitute a binding obligation of the BORROWER to the BANK.

         C. PAYMENT OF PRINCIPAL.  The BORROWER shall make payments of principal
         under  the  Revolving  Line of  Credit  Loan  from time to time in such
         amounts as is required to maintain the outstanding principal thereunder
         at or below the Maximum Available Amount as determined under Section I.
         A. above. THE ENTIRE AMOUNT OF OUTSTANDING PRINCIPAL,  ACCRUED INTEREST
         AND OTHER CHARGES PAYABLE UNDER THE REVOLVING LINE OF CREDIT LOAN SHALL
         BE DUE AND PAYABLE BY BORROWER IN FULL ON March 31, 2003 (the "Maturity
         Date").

         D.  INTEREST RATE.

         (i) ALTERNATIVE  RATES. The principal balance  outstanding from time to
         time under the  Revolving  Line of Credit Loan,  shall bear interest at
         the following rates, at BORROWER's selection, subject to the conditions
         and  limitations  provided for herein and in the Note  evidencing  such
         Loan: (i) Revolving Variable Rate (defined below), (ii) Revolving LIBOR
         Rate (defined  below),  or (iii)  Revolving  BAR Rate (defined  below).
         BORROWER shall select,  and thereafter may change the selection of, the
         applicable  interest rate, from the alternatives  provided herein,  for
         the  Revolving  Line  of  Credit  Loan  by  notifying  the  BANK of its
         selection  (pursuant to procedures and forms required by the BANK): (i)
         prior to each Advance,  (ii) prior to the end of each  Interest  Period
         applicable  to a LIBOR or Fixed  Interest  Rate Advance or (iii) on any
         Business  Day on which  BORROWER  desires  to  convert  an  outstanding
         Variable Rate Advance to a LIBOR or Fixed  Interest  Rate Advance.  The
         selection  of an interest  rate for the  Revolving  Line of Credit Loan
         shall be limited to those rates  specifically  made  available for such
         Loan  pursuant to this  Agreement.  Interest  shall be  calculated  and
         charged  daily on the basis of actual days elapsed over a three hundred
         sixty (360) day banking year. As used herein,  a "Business  Day" is any
         Banking Day and, with respect to  determining  or selecting a Revolving
         LIBOR Rate,  any London  Banking  Day. If any day on which a payment is
         due is not a Business  Day,  then the payment  shall be due on the next
         day following which is a Business Day, unless,  with respect to a LIBOR
         Advance,  the  effect  would  be to make  the  payment  due in the next
         calendar  month,  in which event such payment  shall be due on the next
         preceding  day  which  is a  Business  Day.  Further,  if  there  is no
         corresponding  day for a payment  in the given  calendar  month  (i.e.,
         there is no  "February  30th"),  the  payment  shall be due on the last
         Business Day of the calendar  month.  The term  "Banking  Day" means in
         respect of any city,  any date on which  commercial  banks are open for
         business in that city.

         (ii)  REVOLVING  LIBOR  RATE.  If  BORROWER  elects to have any amounts
         outstanding  under the  Revolving  Line of Credit Loan bear interest at
         the  Revolving  LIBOR Rate,  such  interest  rate shall be for a period
         measured  from one (1) to twelve (12) months (each such period to be in
         one (1) month  increments  but in no event  beyond the  Maturity  Date)
         ("Interest Period") at a rate (the "Revolving LIBOR Rate") equal to the
         LIBOR Rate (as  hereinafter  defined) plus the Applicable  LIBOR Margin
         (as set forth below in Section I. D (v)) per annum.  BORROWER  may only
         elect the Revolving LIBOR Rate with respect to an outstanding principal
         amount  under the  Revolving  Line of Credit Loan of not less than Five
         Hundred Thousand Dollars  ($500,000.00).  BORROWER shall notify BANK in
         writing at least two (2) Banking Days in advance of the date upon which
         the  BORROWER  desires an  election to the  Revolving  LIBOR Rate to be
         effective.  BORROWER's  notice to BANK as aforesaid  shall  specify the
         outstanding  amount  under  the  Revolving  Line of  Credit  Loan  that
         BORROWER  desires to bear  interest at the  Revolving  LIBOR Rate,  the
         period  selected,  and the date such election is to be effective (which
         must be a Banking  Day).  Any amounts  outstanding  under the Revolving
         Line of Credit Loan as to which  BORROWER  has  elected  the  Revolving
         LIBOR Rate shall  hereinafter be referred to as a "LIBOR Advance".  The
         term "LIBOR rate" shall mean,  with respect to any LIBOR  Advance,  the
         interest rate per annum (rounded upward,  if necessary,  to the nearest
         1/32 of one  percent),  as determined on the basis of the offered rates
         for  deposits in U.S.  Dollars for a period of time  comparable  to the
         Interest  Period  selected by  Borrower  for such LIBOR  Advance  which
         appears on the Telerate  page 3750 as of 11:00 a.m.  London time on the
         day that is two (2) London Banking Days preceding the first day of such
         Interest  Period.  "London Banking Day" means any day on which dealings
         in deposits  in U.S.  Dollars are  transacted  in the London  interbank
         market.  If such rate does not  appear  on the  Telerate  System on any
         applicable  interest  determination  date,  the LIBOR Rate shall be the
         rate (rounded upward as described  above, if necessary) for deposits in
         U.S. Dollars for a period substantially equal to the Interest Period on
         the  Reuters  Page  "LIBO" (or such other page as may  replace the LIBO
         Page on that service for the purpose of displaying  such rates),  as of
         11:00 a.m.  (London  time),  on the day that is two (2) London  Banking
         Days  prior  to the  beginning  of such  Interest  Period.  If both the
         Telerate  and Reuters  system are  unavailable,  then the rate for that
         date will be  determined on the basis of the offered rates for deposits
         in U.S.  Dollars for a period of time comparable to the Interest Period
         selected by Borrower for such LIBOR  Advance  which are offered by four
         major banks in the London interbank market at approximately  11:00 a.m.
         London time, on the day that is two (2) London  Banking Days  preceding
         the first day of such Interest  Period.  The principal London office of
         each of the four  major  London  banks will be  requested  to provide a
         quotation of its U.S. Dollar deposit offered rate. If at least two such
         quotations are provided,  the rate for that date will be the arithmetic
         mean of the  quotations.  If fewer than two  quotations are provided as
         requested,  the rate for that date will be  determined  on the basis of
         the rates quoted for loans in U.S.  Dollars to leading  European  banks
         for a period of time  comparable  to such  Interest  Period  offered by
         major banks in New York City at approximately  11:00 a.m. New York City
         time,  on the day that is two (2) London  Banking  Days  preceding  the
         first day of such LIBOR Advance. In the event that the Lender is unable
         to obtain any such quotation as provided  above, it will be deemed that
         the LIBOR Rate for such Interest  Period cannot be  determined.  In the
         event that the Board of Governors of the Federal  Reserve  System shall
         impose a Reserve  Percentage  (as defined  below) with  respect to LIBO
         deposits of the Lender,  then for any period  during which such Reserve
         Percentage  shall  apply,  the LIBOR  Rate shall be equal to the amount
         determined  above  divided  by an amount  equal to 1 minus the  Reserve
         Percentage.  "Reserve  Percentage"  shall  mean the  maximum  aggregate
         reserve requirement  (including all basic,  supplemental,  marginal and
         other reserves) which is imposed on member banks of the Federal Reserve
         System against "Euro-currency Liabilities" as defined in Regulation D.

         (iii) BANKER'S ACCEPTANCE RATE. If BORROWER elects from time to time to
         have amounts  outstanding  under the Revolving Line of Credit Loan bear
         interest at the Revolving BAR Rate, such interest rate shall be a fixed
         rate for one or more periods of thirty (30), sixty (60), or ninety (90)
         days each (each such period shall be an "Interest Period") equal to the
         Banker's  Acceptance Rate (as hereinafter  defined) plus the Applicable
         BAR Margin (as hereinafter  defined)  ("Revolving BAR Rate"),  all upon
         such  terms  and  conditions  as the BANK may  establish  for  Banker's
         Acceptance Rate borrowing. The "Banker's Acceptance Rate" shall be such
         fixed  rate  of  interest  for  such  periods  as  is  determined   and
         established by the BANK, and which may be changed by the BANK from time
         to time, for Banker's  Acceptance Rate  borrowing,  whether or not such
         rate shall be otherwise  published or BORROWER receives notice thereof.
         BORROWER may only elect the Banker's Acceptance-based Rate with respect
         to an outstanding  principal  amount under the Revolving Line of Credit
         Loan of not  less  than One  Million  Dollars  ($1,000,000.00)  ("Fixed
         Interest Rate Advance"). Notwithstanding the provisions of Section I.D.
         herein,  a Fixed Interest Rate Advance which has a maturity date beyond
         the Maturity Date shall remain  outstanding after the Maturity Date and
         shall be repaid by the  BORROWER  pursuant  to the terms for such Fixed
         Interest Rate Advance. During any such period beyond the Maturity Date,
         the  Loan  Documents,  notwithstanding  any  provision  therein  to the
         contrary, shall remain in full force and effect.

         (iv) If  BORROWER  does not  select  the  Revolving  LIBOR  Rate or the
         Revolving  BAR Rate for a particular  Advance,  the Advance  shall bear
         interest  at the  variable  rate equal to the Bank's Base Rate plus the
         Applicable Base Rate Margin (the "Revolving  Variable  Rate").  As used
         herein,  the Bank's  "Base  Rate" is the per annum rate of  interest so
         designated  from time to time by Fleet National Bank as its prime rate.
         The Base Rate is a reference  rate and does not  necessarily  represent
         the lowest or best rate being charged to any  customer.  Changes in the
         Revolving  Variable  Rate  shall  be  effective  as of the  opening  of
         business on each day that the Base Rate changes without prior notice to
         BORROWER and whether or not the change is  published by Fleet  National
         Bank or the BANK.  Any  portion of the  Revolving  Line of Credit  Loan
         which bears  interest  at the  Revolving  Variable  Rate is referred to
         herein as a "Variable Rate Advance."

         (v) For  purposes of this  Section I. D., the terms  "Applicable  LIBOR
         Margin,"  "Applicable  BAR Margin," and  "Applicable  Base Rate Margin"
         shall  mean the  margins  determined  by BANK on a  quarterly  basis as
         provided  below.  The margins  shall be  determined by reference to the
         ratio of  BORROWER's  Funded Debt to Cash Flow (each as  described  and
         defined in  Schedule  B attached  hereto)  as  reported  on  BORROWER's
         quarterly  financial covenant  compliance  certificate (as described on
         Schedule B attached hereto) delivered to the BANK and as established by
         BORROWER's Financial Statements (as defined and described on Schedule B
         attached  hereto)  delivered  to the  BANK.  The  Applicable  Base Rate
         Margin,  Applicable  LIBOR  Margin  and  Applicable  BAR Margin for the
         Revolving Line of Credit Loan are as follows:


<TABLE>
         If ratio of Funded          Then the Applicable    Then the Applicable   Then the Applicable
         Debt to Cash Flow is:       Base Rate Margin is:   LIBOR Margin is:      BAR Margin is:
         ---------------------       --------------------   -------------------   -------------------
         <S>                         <C>                    <C>                   <C>

         Greater or equal to 2.0:1             0%                  2.0%                   1.85%

         Greater or equal to 1.5:1
         but less than 2.0:1                   0%                  1.75%                  1.60%

         Greater or equal to 1.0:1
         but less than 1.5:1                   0%                  1.50%                  1.35%

         Less than 1.0:1                       0%                  1.25%                  1.10%
</TABLE>


         Within  forty-five  (45)  days  of the end of each  fiscal  quarter  of
         BORROWER,  BORROWER  shall (a) deliver to BANK its quarterly  Financial
         Statements  for the fiscal  quarter then ended (other than with respect
         to  the  fourth  fiscal   quarter  for  which  BORROWER  shall  deliver
         management  prepared  financial  statements for purposes  hereof),  (b)
         deliver to BANK the quarterly financial covenant compliance certificate
         of  BORROWER,  and (c)  certify  to BANK the then  ratio of  BORROWER's
         Funded  Debt  to Cash  Flow  and the  BORROWER's  determination  of the
         Applicable Base Rate Margin, Applicable LIBOR Margin and Applicable BAR
         Margin  therefrom  on such form and in such detail as the BANK may from
         time to time  specify.  BORROWER  shall  also  provide to the BANK such
         other reasonable  information as BANK may request of BORROWER to verify
         its determination of the Applicable Base Rate Margin,  Applicable LIBOR
         Margin and  Applicable  BAR Margin.  As of the tenth (10th) Banking Day
         after the BORROWER's  certification to the BANK of BORROWER's  delivery
         of all of the above-referenced items to the BANK, the BANK shall notify
         BORROWER  of its  determination  of the  Applicable  Base Rate  Margin,
         Applicable LIBOR Margin and Applicable BAR Margin.  The Applicable Base
         Rate Margin,  Applicable  LIBOR Margin and  Applicable BAR Margin as so
         determined  by the  BANK  shall  be  effective  as to  all  outstanding
         advances under the Revolving Line of Credit Loan as of the tenth (10th)
         Banking  Day after the date of the  BORROWER's  delivery to the BANK of
         the  above-referenced  items  through  the next  date  upon  which  the
         determination  of  a  new  Applicable   Margin  becomes   effective  in
         accordance with the above provisions.

         E.  PREPAYMENT PROVISIONS.

         1. PREPAYMENT.  Each Loan or any portion thereof may be prepaid in full
         or in part at any time, upon fifteen (15) days' prior written notice to
         the  holder  of the  Note  evidencing  the  Loan in the case of a LIBOR
         Advance or Fixed  Interest  Advance,  without  premium or penalty  with
         respect to Variable Rate Advances,  but with respect to LIBOR and Fixed
         Interest  Advances subject to the make-whole  provision set forth below
         and payment of a Yield  Maintenance  Fee determined as provided  below.
         Any  partial  prepayment  of  principal  shall  first be applied to any
         installment  of principal then due and then be applied to the principal
         due in the reverse  order of maturity,  and no such partial  prepayment
         shall  relieve  BORROWER  of  the  obligation  to pay  each  subsequent
         installment of principal when due.

         2.  CALCULATION OF YIELD MAINTENANCE FEE.

         (i) The  Yield Maintenance Fee  shall be calculated separately for each
         installment of  principal due prior to  the Maturity  Date set forth in
         the applicable Note, as well as the entire  balance of principal due at
         the  Maturity Date, (in the case of the  Revolving Line of Credit Loan,
         the  calculation  shall be  based  on  the remainder of  the applicable
         Interest Period)  all in  accordance  with the  following:  The current
         rate for United States Treasury securities (bills on a discounted basis
         shall be converted  to a bond equivalent)  with a maturity date closest
         to  the last day of the current  Interest  Period, shall  be subtracted
         from  the  applicable  Revolving  LIBOR Rate  or Revolving  BAR Rate in
         effect at the time of prepayment.  If the  result is zero or a negative
         number,  there shall be no yield  maintenance fee.  If the  result is a
         positive number, then  the resulting percentage  shall be multiplied by
         the  amount of the  principal balance  being  prepaid.   The  resulting
         amount  shall  be divided by 360 and  multiplied  by the number of days
         remaining in the Interest  Period during which the prepayment is  made.
         Said amount shall be  reduced to present  value calculated by using the
         above referenced United States Treasury  securities rate and the number
         of days remaining in the current Interest Period.  The resulting amount
         shall be the yield maintenance fee due  to Bank upon  the prepayment of
         the LIBOR or Fixed Interest Rate Advance.

         (ii) Neither all nor any portion of the principal  which bears interest
         at the  Revolving  LIBOR  Rate or  Revolving  BAR  Rate may or shall be
         prepaid prior to the last day of the applicable Interest Period, except
         upon fifteen (15) days' prior written notice to BANK and the payment to
         BANK of a Yield  Maintenance Fee computed in accordance with clause (i)
         above.

         (iii) The Yield  Maintenance  Fee shall be  payable  in  respect of all
         prepayments of principal  whether  voluntary or involuntary  including,
         without limitation,  prepayments made upon acceleration of the Loan, or
         application of insurance or eminent domain proceeds.

         (iv) Once written notice of intention to prepay is given,  the Loan, or
         the applicable portion thereof, shall become due and payable in full on
         the date  specified in the notice of  prepayment  and the failure to so
         prepay  the  Loan on such  date,  together  with any  applicable  Yield
         Maintenance Fee, shall constitute an Event of Default.

         3. MAKE WHOLE PROVISION.  BORROWER shall pay to BANK,  immediately upon
         request and notwithstanding contrary provisions contained in any of the
         Loan Documents,  such amounts as shall,  in the conclusive  judgment of
         BANK (in the absence of manifest error),  compensate BANK for the loss,
         cost or expense  which it may  reasonably  incur as a result of (i) any
         payment or  prepayment,  under any  circumstances  whatsoever,  whether
         voluntary  or  involuntary,  of all or any  portion of a LIBOR or Fixed
         Interest  Rate  Advance  on a  date  other  than  the  last  day of the
         applicable  Interest  Period,  (ii)  the  conversion,  for  any  reason
         whatsoever,  whether  voluntary or  involuntary,  of any LIBOR or Fixed
         Interest  Rate Advance to a Variable  Rate Advance on a date other than
         the last day of the applicable  Interest  Period,  (iii) the failure of
         all or a portion of an Advance which was to have borne  interest at the
         Revolving  LIBOR Rate or Revolving  BAR Rate pursuant to the request of
         BORROWER to be made under the Loan  Agreement  (except as a result of a
         failure by BANK to fulfill  BANK's  obligations  to fund),  or (iv) the
         failure of BORROWER to borrow in accordance with any request  submitted
         by it for a LIBOR  Advance.  Such amounts  payable by BORROWER shall be
         equal to any administrative  costs actually incurred,  plus any amounts
         required to compensate for any loss, cost or expense incurred by reason
         of the liquidation or re-employment of deposits or other funds acquired
         by BANK to fund or  maintain  a LIBOR or Fixed  Interest  Rate  Advance
         plus, in any event, but without duplication, a Yield Maintenance Fee.

        F.  PURPOSES.   Amounts advanced and  readvanced to  Borrower  under the
        Revolving Line of Credit Loan shall only be used for BORROWER's ordinary
        working  capital requirements, planned  repurchase of shares of stock in
        an  aggregate amount up to  $6,250,000.00, and  other general  corporate
        purposes.


        B.  PAYMENTS PROVISION.  Section V of the  Loan Agreement is  amended to
        read in its entirety as follows:

        V. PAYMENTS. All payments made by the BORROWER of principal and interest
        on the  Loans,  and  other  sums  and  charges  payable  under  the Loan
        Documents, shall be made to the BANK in accordance with the terms of the
        respective Loan Documents in immediately available, lawful United States
        of America currency at its office set forth above, or by the debiting by
        the BANK of the demand deposit account(s) in the name of the BORROWER at
        the BANK, or in such other reasonable manner as may be designated by the
        BANK in  writing  to the  BORROWER,  and in any  event  shall be made in
        immediately   available   funds.   The  BORROWER   authorizes  the  BANK
        automatically  to  debit  the  BORROWER's   demand  deposit  account  as
        described above.


        C.  ELIMINATION OF BORROWING BASE PROVISIONS AND CERTIFICATE.   Schedule
        A to the Loan Agreement and Exhibit  A-1 thereto shall be and hereby are
        deleted in their entirety and replaced with SCHEDULE A attached hereto.

        D.  REVOLVING LINE OF CREDIT/TERM LOAN.   The  Loan  Agreement  shall be
        and hereby is  amended by deleting  Section I-A of the Loan Agreement in
        its entirety.

        E.  EQUIPMENT LINE OF CREDIT LOAN.   The  Loan  Agreement  shall  be and
        hereby  is amended by deleting  Section II of the  Loan Agreement in its
        entirety.

        F.  AMENDMENT OF FEES.  Section I of  Schedule B of  the  Loan Agreement
        shall be and hereby is replaced with the following:

         Revolving Line of Credit Commitment Fee:  $7,500.00 payable at Closing

         Unused  Revolving  Line of Credit Fee: 0.20% per annum of daily average
         of unadvanced  amounts under  Revolving Line of Credit Loan (based upon
         full availability of $15,000,000.00),  determined and payable quarterly
         in arrears.

         Cash Management  Fees:  BANK's standard monthly fees as the same may be
         adjusted from time to time for target balance management and additional
         fees to be  determined  upon basis of scope of monthly  services  (e.g.
         lockboxes, zero balance account, etc.).

        G.  AMENDMENT OF FINANCIAL COVENANTS.  Effective  as of  the end of  the
Borrower's first fiscal quarter of its 2000 fiscal year, the Financial Covenants
set forth in Section IV of  Schedule B of the Loan Agreement shall be and hereby
are deleted in their entirety and replaced with the following:

         IV.  DESCRIPTION OF ADDITIONAL FINANCIAL AND OTHER COVENANTS:

         A.  BORROWER and the  Subsidiary on a  consolidated  basis shall have a
         ratio  of  Funded  Debt  (as  hereinafter  defined)  to Cash  Flow  (as
         hereinafter  defined) as of the end of each fiscal  quarter  which does
         not exceed 2.25:1. "Funded Debt" means all indebtedness of the BORROWER
         and the  Subsidiary  other than  ordinary  trade  accounts  payable and
         accrued  liabilities,  all as determined in accordance  with  generally
         accepted accounting principles consistently applied ("GAAP") at the end
         of  each  fiscal   quarter  from   BORROWER's   and  the   Subsidiary's
         consolidated  financial  statements delivered to the BANK in accordance
         with  the  covenants  of the  BORROWER  herein  above  (the  "Financial
         Statements").   "Cash  Flow"  means  the  BORROWER's  and  Subsidiary's
         consolidated earnings for the twelve (12) month period ending as of the
         end of the reported  fiscal  quarter,  before  reduction  for interest,
         depreciation, and amortization expense, and after reduction or increase
         for non-cash items,  all as determined in accordance with GAAP from the
         Financial Statements.

         B. The BORROWER and the Subsidiary on a consolidated basis shall have a
         minimum "Debt Service Coverage" (as hereinafter defined) of 2.5:1 as at
         the end of each fiscal  quarter.  For purposes  hereof,  "Debt  Service
         Coverage"  shall mean the ratio of Cash Flow for the twelve  (12) month
         period  ending  as of the end of the  reported  fiscal  quarter  to the
         aggregate  amount of  interest  and current  maturities  on Funded Debt
         payable  by  BORROWER  and  the  Subsidiary  for  such  period,  all as
         determined in accordance with GAAP from the Financial Statements.

         C. BORROWER and the Subsidiary  shall have on a consolidated  basis Net
         Profits  (as  hereinafter  defined)  of at least  One  Million  Dollars
         ($1,000,000.00)  for the twelve (12) month period  ending as of the end
         of each fiscal  quarter  beginning with the third quarter of their 2000
         fiscal  year.   "Net  Profits"  means  net  profits  as  determined  in
         accordance with GAAP from the Financial Statements.

         D. BORROWER shall not make  expenditures  for capital assets or capital
         improvements (as determined in accordance with GAAP) in any fiscal year
         in excess of the sum of Five  Million  Five  Hundred  Thousand  Dollars
         ($5,500,000.00) plus the amount of cash received in such fiscal year by
         BORROWER from the sale of capital assets.

         E. BORROWER  shall report and certify to BANK its  compliance  with the
         financial covenants  hereinabove within forty-five (45) days after each
         fiscal  quarter  end on such  form or forms as may from time to time be
         specified by the BANK.

         H.  MISCELLANEOUS PROVISIONS.  The  Loan Agreement shall  be and hereby
is amended  by deleting  Article XIII  in its  entirety  and inserting  in place
thereof the following new Article XIII:


         XIII.  MISCELLANEOUS PROVISIONS.

         A. ENTIRE AGREEMENT; WAIVERS. This Agreement, the Schedules hereto, and
         the Loan Documents  together  constitute the entire agreement among the
         Borrower and the Bank with  respect to the subject  matter  hereof.  No
         covenant,  term,  condition or other provision of this Agreement or any
         of the Loan Documents,  nor any default in connection therewith, may be
         waived  except  by an  instrument  in  writing,  signed by the Bank and
         delivered to the  Borrower.  The Bank's  failure to exercise or enforce
         any of its rights,  powers or  privileges  under this  Agreement or the
         Loan Documents shall not operate as a waiver  thereof.  In the event of
         any conflict between the terms, covenants,  conditions and restrictions
         contained  in the Loan  Documents,  the term,  covenant,  condition  or
         restriction  which  confers the  greatest  benefit  upon the Bank shall
         control.  The  determination as to which term,  covenant,  condition or
         restriction  is more  beneficial  shall be made by the Bank in its sole
         discretion.

         B.  REMEDIES CUMULATIVE.  All  remedies provided  under this  Agreement
         and  the  Loan Documents  or afforded  by law  shall be  cumulative and
         available to the  Bank until all of the  Borrower's Obligations  to the
         Bank have been paid in full.

         C. SURVIVAL OF COVENANTS.  All covenants,  agreements,  representations
         and warranties  made in this Agreement and in the Loan Documents  shall
         be  deemed  to be  material  and to have  been  relied  on by the Bank,
         notwithstanding  any  investigation  made by the Bank or in its behalf,
         and shall survive the execution and delivery of this  Agreement and the
         Loan Documents.  All such covenants,  agreements,  representations  and
         warranties  shall bind and inure to the benefit of the  Borrower's  and
         the Bank's successors and assigns, whether so expressed or not.

         D. GOVERNING LAW;  JURISDICTION.  This Agreement and the Loan Documents
         shall be  construed  and  their  provisions  interpreted  under  and in
         accordance  with the laws of the State of New Hampshire.  The Borrower,
         to the extent it may legally do so, hereby consents to the jurisdiction
         of the  courts  of the State of New  Hampshire  and the  United  States
         District  Court for the State of New  Hampshire  for the purpose of any
         suit,  action  or  other  proceeding   arising  out  of  any  of  their
         obligations hereunder or with respect to the transactions  contemplated
         hereby,  and expressly  waives any and all objections  they may have to
         venue in any such courts.

         E. ASSURANCE OF EXECUTION AND DELIVERY OF ADDITIONAL  INSTRUMENTS.  The
         Borrower agrees to execute and deliver,  or to cause to be executed and
         delivered, to the Bank all such further instruments, and to do or cause
         to be done all such further acts and things, as the Bank may reasonably
         request or as may be  necessary  or  desirable  to effect  further  the
         purposes of this Agreement and the Loan  Documents.  Upon receipt of an
         affidavit of an officer of Bank as to the loss,  theft,  destruction or
         mutilation of any Note or any other of the Loan Documents  which is not
         of  public  record,  and,  in the  case of any  such  mutilation,  upon
         surrender and cancellation of such Note or other of the Loan Documents,
         Borrower will issue,  in lieu thereof,  a replacement  Note or other of
         the Loan Documents in the same  principal  amount thereof and otherwise
         of like tenor.

         F. WAIVERS AND ASSENTS. The Borrower and any guarantors or endorsers of
         the Borrower's  Obligations to the Bank,  hereby waive,  to the fullest
         extent  permitted  by law, all rights to  marshaling  of assets and all
         rights  to  demand,  notice,  protest,  notice  of  acceptance  of this
         Agreement  and  the  Loan  Documents,  notice  of  Loans  made,  credit
         extended,  Collateral  received or  delivered  or other action taken in
         reliance  hereon and all other  demands and notices of any  description
         with respect both to the Loan Documents and the Collateral.

         G. NO DUTY OF THE BANK WITH RESPECT TO THE  COLLATERAL.  The Bank shall
         have no duty as to the  collection  or  protection of Collateral or any
         income  thereon,  nor as to the  preservation  of rights  against prior
         parties,  nor as to the preservation of any rights pertaining  thereto,
         beyond the safe custody thereof.

         H.  ELECTION OF THE BANK.   The  Bank  may  exercise  its  rights  with
         respect to Collateral  without resorting or  regard to other collateral
         or sources  of reimbursement  for the  Obligations of  Borrower  to the
         Bank.

         I. ASSIGNMENT AND PLEDGE. Bank shall have the unrestricted right at any
         time or from time to time,  and without  Borrower's or any  guarantor's
         consent,  to assign  all or any  portion  of its right and  obligations
         under this  Agreement  and the Loan  Documents  to one or more banks or
         other financial  institutions  (each, an "Assignee"),  and Borrower and
         each guarantor  agrees that it shall execute,  or cause to be executed,
         such  documents,  including  without  limitation,  amendments  to  this
         Agreement  and to any Loan  Documents  as Bank shall deem  necessary to
         effect  the  foregoing  (provided  that the  substantive  terms of this
         Agreement  and Loan  Documents are not  changed).  In addition,  at the
         request of Bank and any such Assignee, Borrower shall issue one or more
         new promissory notes, as applicable,  to any such Assignee and, if Bank
         has retained any of its rights and obligations hereunder following such
         assignment,  to Bank,  which new  promissory  notes  shall be issued in
         replacement of, but not in discharge of, the liability evidenced by the
         promissory note held by Bank prior to such assignment and shall reflect
         the  amount  of the  respective  commitments  and  loans  held  by such
         Assignee  and Bank after  giving  effect to such  assignment.  Upon the
         execution  and  delivery  of  appropriate   assignment   documentation,
         amendments and any other  documentation  required by Bank in connection
         with such assignment, and the payment by Assignee of the purchase price
         agreed to by Bank and such Assignee,  such Assignee shall be a party to
         this Agreement and shall have all of the rights and obligations of Bank
         hereunder  (and  under  any  and  all  other   guaranties,   documents,
         instruments  and  agreements  executed in  connection  herewith) to the
         extent  that such  rights and  obligations  have been  assigned by Bank
         pursuant  to  the  assignment   documentation  between  Bank  and  such
         Assignee,  and Bank shall be released  (provided  that the Assignee has
         capital  of not  less  than  that of the  Bank)  from  its  obligations
         hereunder and thereunder to a corresponding  extent. This Agreement and
         the Loan  Documents  shall be binding  upon and inure to the benefit of
         the  Bank  and the  Borrower,  their  successors,  assigns,  heirs  and
         personal representatives; provided, however, the rights and obligations
         of the Borrower are not assignable,  delegable or transferable  without
         the consent of the Bank. Bank may at any time pledge all or any portion
         of its rights under this Agreement and the Loan  Documents,  including,
         but not  limited  to, any portion of any Note to any of the twelve (12)
         Federal  Reserve Banks organized under Section 4 of the Federal Reserve
         Act, 12 U.S.C. Section 341. No such pledge or enforcement thereof shall
         release Bank from its obligations under any of the Loan Documents.

         J.  PARTICIPATIONS.  Bank shall have the unrestricted right at any time
         and from  time to  time,  and  without  the  consent  of or  notice  to
         Borrower, to grant to one or more banks or other financial institutions
         (each, a "Participant")  participating  interests in Bank's obligations
         to lend under this Agreement, the Loan Documents,  and/or any or all of
         the Loans  held by Bank  hereunder.  In the event of any such  grant by
         Bank of a participating interest to a Participant,  whether or not upon
         notice to Borrower,  Bank shall remain  responsible for the performance
         of its obligations hereunder and Borrower shall continue to deal solely
         and directly with Bank in connection with Bank's rights and obligations
         hereunder.  Bank may furnish any information concerning Borrower in its
         possession from time to time to prospective Assignees and Participants,
         provided  that Bank shall  require any such  prospective  Assignees  or
         participant to agree in writing to maintain the confidentiality of such
         information.

         K. EXPENSES:  PROCEEDS OF COLLATERAL. The Borrower covenants and agrees
         that they  shall pay to the Bank,  on  demand,  any and all  reasonable
         out-of-pocket  expenses,  including  reasonable  attorneys' fees, court
         costs,  sheriffs' fees, and other expenses incurred or paid by the Bank
         in protecting and enforcing its rights under this  Agreement,  the Loan
         Documents,   and  the  other   Obligations,   including  the  costs  of
         preparation  of  this  Agreement  and  the  Loan  Documents,   and  any
         amendments, modifications, consents, or waivers in respect thereof, and
         all filing, auditing,  accounting,  and appraisal fees. After deducting
         all of said expenses and the reasonable expenses of retaking,  holding,
         preparing for sale,  selling and the like,  the residue of any proceeds
         of collections or sale of Collateral shall be applied to the payment of
         principal of or interest on  Obligations of the Borrower to the Bank in
         such  order or  preference  as the Bank may  determine,  and any excess
         shall be returned to the  Borrower  (subject to the  provisions  of the
         Uniform  Commercial  Code) and the Borrower shall remain liable for any
         deficiency.

         L. THE BANK'S RIGHT OF OFFSET.  Borrower hereby grants to Bank, a lien,
         security  interest and right of setoff as security for all  Obligations
         to Bank,  whether now existing or hereafter  arising,  upon and against
         all deposits, credits, collateral and property, now or hereafter in the
         possession, custody, safekeeping or control of Bank or any entity under
         the control of Fleet Boston Corporation and its successors and assigns,
         or in transit to any of them.  At any time,  without  demand or notice,
         Bank may set off the same or any part  thereof and apply to same to any
         liability  or  obligation  of Borrower  and even though  unmatured  and
         regardless of the adequacy of any other  Collateral  securing the Loan.
         ANY AND ALL RIGHTS TO REQUIRE  BANK TO EXERCISE  ITS RIGHTS OR REMEDIES
         WITH RESPECT TO ANY OTHER  COLLATERAL  WHICH SECURES THE LOAN, PRIOR TO
         EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH  DEPOSITS,  CREDITS
         OR  OTHER  PROPERTY  OF THE  BORROWER  OR  ANY  GUARANTOR,  ARE  HEREBY
         KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

         M.  NOTICES.  All  notices, requests, demands  and other communications
         provided for hereunder  shall be in writing and shall  be either mailed
         by certified mail, return receipt  requested, or delivered by overnight
         courier service, to the applicable  party at the addresses set forth in
         this Agreement.

         N. SAVINGS  CLAUSE.  Any provision of this Agreement or any of the Loan
         Documents  which is prohibited  or  unenforceable  in any  jurisdiction
         shall,  as to such  jurisdiction,  be ineffective to the extent of such
         prohibition  or  unenforceability  without  invalidating  the remaining
         provisions   hereof  or   thereof  or   affecting   the   validity   or
         enforceability of such provision in any other jurisdiction.

         O. TERM OF THIS  AGREEMENT.  This Agreement  shall remain in full force
         and effect until all of the Obligations  have been paid in full, all of
         the terms,  conditions and covenants under the Loan Documents have been
         performed,  and all  commitments of the Bank to advance funds under any
         of the Loans have terminated.

         P. INTEREST RATE  PROVISIONS.  All  agreements  between  Borrower,  any
         guarantor,  and  Bank  are  hereby  expressly  limited  so  that  in no
         contingency or event  whatsoever,  whether by reason of acceleration of
         maturity  of the  Obligations  or  otherwise,  shall the amount paid or
         agreed  to be  paid  to Bank  for  the  use or the  forbearance  of the
         Obligations  exceed the maximum  permissible  under  applicable law. As
         used herein,  the term "applicable law" shall mean the law in effect as
         of the date  hereof  provided,  however  that in the  event  there is a
         change  in the  law  which  results  in a  higher  permissible  rate of
         interest,  then this Agreement and each of the Loan Documents  shall be
         governed by such new law as of its effective  date. In this regard,  it
         is  expressly  agreed that it is the intent of Borrower and Bank in the
         execution,  delivery and  acceptance of each Note to contract in strict
         compliance  with the laws of the  State of New  Hampshire  from time to
         time in  effect.  If,  under  or  from  any  circumstances  whatsoever,
         fulfillment  of any  provision of this  Agreement or of any of the Loan
         Documents at the time of performance  of such  provision  shall be due,
         shall involve  transcending  the limit of such  validity  prescribed by
         applicable law, then the obligation to be fulfilled shall automatically
         be  reduced  to the  limits  of such  validity,  and if  under  or from
         circumstances whatsoever Bank should ever receive as interest an amount
         which would exceed the highest lawful rate,  such amount which would be
         excessive  interest  shall be applied to the reduction of the principal
         balance of the  Obligations  and not to the payment of  interest.  This
         provision shall control every other provision of all agreements between
         Borrower and Bank.

         Q. WAIVER OF JURY TRIAL.  BORROWER AND BANK MUTUALLY HEREBY  KNOWINGLY,
         VOLUNTARILY  AND  INTENTIONALLY  WAIVE  THE RIGHT TO A TRIAL BY JURY IN
         RESPECT  OF ANY  CLAIM  BASED  HEREON,  ARISING  OUT  OF,  UNDER  OR IN
         CONNECTION  WITH THIS AGREEMENT OF ANY OTHER LOAN DOCUMENT  EXECUTED IN
         CONNECTION  HEREWITH  OR ANY  COURSE OF  CONDUCT,  COURSE OF  DEALINGS,
         STATEMENTS  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS
         WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR BANK TO MAKE THE LOAN.

         I. COMMITMENT FEE. For and in  consideration  of the Bank entering into
this  Amendment,  the Borrower shall pay the Bank a commitment fee in the amount
of $7,500.00 on the date of execution  hereof,  which fee is shown on Schedule B
to the Loan  Agreement  (as  amended  hereby)  as the  Revolving  Line of Credit
Commitment Fee.

         II. REPLACEMENT  REVOLVING LINE OF CREDIT PROMISSORY NOTE. The Borrower
shall  execute and deliver to Bank a replacement  Revolving  Line of Credit Loan
promissory  note in form and substance  satisfactory  to the Bank to reflect the
increase of the maximum  principal  amount  under the  Revolving  Line of Credit
Loan.

         III.  AMENDMENT OF SECURITY  AGREEMENTS.  The Revolving  Line of Credit
Loan,  as  increased  hereby,  shall be  secured in  accordance  with the terms,
conditions,  and priorities  under the Loan Agreement and Loan Documents for the
Revolving  Line of  Credit  Loan  prior  to  increase  hereunder.  The  Security
Agreements of each of the Borrower and the  Subsidiary  included  among the Loan
Documents  shall be and hereby are amended by including  the  Revolving  Line of
Credit  Loan,  as increased  hereby,  as Secured  Obligations  under each of the
Security  Agreements secured by the security interests in the Collateral granted
to the Bank by the Borrower and the Subsidiary  thereunder in replacement of the
prior Revolving Line of Credit Loan and the Revolving Line of Credit/Term Loan.

         IV.    AMENDMENT OF SUBSIDIARY'S GUARANTY AGREEMENT.
         The  Guaranty  shall be and hereby is amended  such that the  Revolving
Line of Credit  Loan,  as  increased  hereby,  shall be included as a Guaranteed
Obligations thereunder.

         V.     REPRESENTATIONS AND WARRANTIES.
         Except as set forth in  Schedule  I hereto,  and  except to the  extent
affected by the  amendments  hereunder or by previous  amendments,  or otherwise
consented to or  acknowledged  by the Bank in writing,  each of the Borrower and
the Subsidiary, jointly and severally, confirm, reassert, and restate all of the
representations  and warranties  under the Loan Agreement and the Loan Documents
as of the date hereof.

         VI.    AFFIRMATIVE COVENANTS.
         Except as set forth in  Schedule  II hereto  and  except to the  extent
affected by the  amendments  hereunder or by previous  amendments,  or otherwise
consented to or  acknowledged  by the Bank in writing,  each of the Borrower and
the Subsidiary,  jointly and severally,  hereby confirm,  reassert,  and restate
their  respective  affirmative  covenants as set forth in the Loan Agreement and
Loan Documents as of the date hereof.

         VII.   AFFIRMATION OF NEGATIVE COVENANTS.
         Except as set forth on  Schedule  III  hereto  and except to the extent
affected by the  amendments  hereunder or by previous  amendments,  or otherwise
consented to or  acknowledged  by the Bank in writing,  each of the Borrower and
the Subsidiary,  jointly and severally,  hereby confirm,  reassert,  and restate
their respective  negative  covenants as set forth in the Loan Agreement and the
Loan Documents as of the date hereof.

         VIII.  FURTHER REPRESENTATION AND WARRANTY.
         Each of the Borrower and the  Subsidiary  represent  and warrant to the
Bank that no consent,  authorization or approval is required of any third party,
including,  but not limited to, the Vermont Economic  Development  Authority and
the United States Small Business Administration,  for any of the Borrower or the
Subsidiary  to enter into this  Agreement  and to  consummate  the  transactions
contemplated hereunder.

         IX.    NO FURTHER EFFECT.
         Except as specifically  amended hereby, the terms and conditions of the
Loan  Agreement  and the Loan  Documents  as set forth  therein  and as  amended
through the date hereof shall remain in full force and effect.


         IN WITNESS  WHEREOF,  the Bank,  the Borrower and the  Subsidiary  have
executed this agreement effective as of the date and year first above written.

                                     FLEET BANK-NH



_______________________              By:__________________________________
Witness                                 Kenneth R. Sheldon, Vice President



                                        GREEN MOUNTAIN COFFEE ROASTERS, INC.




_______________________              By:________________________________________
Witness                                 Robert D. Britt, Chief Financial Officer



                                     GREEN MOUNTAIN COFFEE ROASTERS
                                     FRANCHISING CORPORATION




_______________________              By:________________________________________
Witness                                 Robert D. Britt, Chief Financial Officer


<PAGE>


STATE OF _____________________
COUNTY OF ____________________

        On this, the __ day of April,  2000, before me, the undersigned officer,
personally  appeared Kenneth R. Sheldon,  who acknowledged  himself to be a Vice
President of Fleet Bank - NH, a bank and that he, as such Vice President,  being
authorized so to do, executed the foregoing  instrument for the purposes therein
contained on behalf of said bank.

                                              Before me,


                                              __________________________________
                                              Justice of the Peace/Notary Public


STATE OF ____________________
COUNTY OF ___________________

        On this, the __ day of April,  2000, before me, the undersigned officer,
personally  appeared Robert D. Britt, who  acknowledged  himself to be the Chief
Financial  Officer of Green Mountain  Coffee  Roasters,  Inc., a corporation and
that he, as such  officer,  being  authorized  so to do,  executed the foregoing
instrument for the purposes therein contained on behalf of said corporation.

                                              Before me,


                                              __________________________________
                                              Justice of the Peace/Notary Public


STATE OF ____________________
COUNTY OF ___________________

        On this, the __ day of April,  2000, before me, the undersigned officer,
personally  appeared Robert D. Britt, who  acknowledged  himself to be the Chief
Financial Officer of Green Mountain Coffee Roasters Franchising  Corporation,  a
corporation  and that he, as such officer,  being  authorized so to do, executed
the foregoing  instrument for the purposes  therein  contained on behalf of said
corporation.

                                              Before me,


                                              __________________________________
                                              Justice of the Peace/Notary Public


<PAGE>


                      TWELFTH AMENDMENT TO FLEET BANK - NH
                  COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS

                                   Schedule I


                                      None


<PAGE>


                      TWELFTH AMENDMENT TO FLEET BANK - NH
                  COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS


                                   Schedule II


                                      None


<PAGE>


                      TWELFTH AMENDMENT TO FLEET BANK - NH
                  COMMERCIAL LOAN AGREEMENT AND LOAN DOCUMENTS


                                  Schedule III


        Notwithstanding Section X. D. of the Loan Agreement, Borrower may redeem
certain  of  its  outstanding  capital  stock  for  an aggregate  amount  up  to
$6,250,000.00 with those  amounts advanced under the  Revolving  Line of  Credit
Loan.


<PAGE>


                                 FLEET BANK - NH
                            COMMERCIAL LOAN AGREEMENT

                                   SCHEDULE A

                           CASH MANAGEMENT PROVISIONS


ADDITIONAL  TERMS AND  CONDITIONS FOR  MANAGEMENT OF  REVOLVING  LINE OF  CREDIT
LOANS.

        BORROWER  shall from time to time inform the BANK of the target  balance
which BORROWER desires to maintain in its Demand Deposit Account, which shall in
no  event  be less  than any  minimum  balance  (if  any)  required  under  this
Agreement.  To maintain the desired target balance in BORROWER's  Demand Deposit
Account,  BORROWER  hereby  instructs,  authorizes,  and directs  BANK to charge
BORROWER's  Demand Deposit  Account to make payments to reduce the debit balance
of BORROWER's Loan Account and to make payment of BORROWER's  other  obligations
to the BANK,  and to make  advances  under  the  Revolving  Line of Credit  Loan
increasing  the debit balance in BORROWER's  Loan Account and credit the same to
BORROWER's  Demand Deposit Account.  Notwithstanding  the foregoing,  BORROWER's
obligations  to pay each Loan are the general  obligations  of the  BORROWER and
shall not be deemed to be obligations  to be satisfied  solely from funds in the
Demand  Deposit  Account or by advances under the Revolving Line of Credit Loan.
BORROWER  acknowledges and agrees that the target balance is only a desired goal
based  upon  estimates  and that  the  BANK  shall  have no  responsibility  for
variances from the target  balance as long as all charges,  advances and credits
are made in good faith. All credits against BORROWER's indebtedness indicated in
the Loan  Account  shall be  conditional  upon final  payment to the BANK of the
items  giving  rise to such  credits.  The amount of any item  credited  against
BORROWER's  Loan Account  which is not paid or which is charged back against the
BANK for any  reason  may be  charged  as a debit to the Loan  Account or may be
charged back  against the Demand  Deposit  Account of BORROWER,  and shall be an
obligation of the BORROWER to the BANK in each instance  whether or not the item
so charged back or not paid is returned.  Any item  received in payment  towards
BORROWER's outstanding indebtedness reflected in the Loan Account which requires
clearance or payment shall be considered to be applied  immediately for purposes
of determining the maximum  available amount under BORROWER's  Revolving Line of
Credit under  Section I. A. of this  Agreement,  but shall not be  considered to
have been credited to the Loan Account until two (2) business days after receipt
by the BANK of such item for  purposes of interest  accruing on the  outstanding
indebtedness indicated by the Loan Account.  Notwithstanding any other provision
hereof,  no advances shall be made by BANK to BORROWER's  Demand Deposit Account
at any  time an  Event  of  Default  exists  under  this  Agreement  or the Loan
Documents,  or any condition exists which, if not cured,  would with the passage
of time or the giving of notice,  or both,  constitute such an Event of Default.
Except in the case of BANK's gross negligence, willful misconduct, or failure to
act in good faith, BANK shall not be liable for any act done or omitted by it in
good  faith,  or for any  mistake in fact or law,  or for  anything it may do or
refrain from doing in connection with or as required by this Section of Schedule
A. In addition,  BORROWER will  reimburse  and  indemnify  BANK for any damages,
losses,  liabilities,  claims,  costs,  or expenses,  of any kind whatsoever and
however caused, including, but not limited to, reasonable attorneys' fees, paid,
suffered or incurred by BANK as a result of any third party claim  against  BANK
arising  out  of or in  connection  with  BANK's  performance  of  the  services
contemplated by this Section of Schedule A to be provided by BANK, except to the
extent  the same  results  from the gross  negligence,  willful  misconduct,  or
failure to act in good faith by BANK.