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                                                                   EXHIBIT 10.37

                   SECOND AMENDED AND RESTATED LOAN AGREEMENT

                                      AMONG

                    TALX CORPORATION, A MISSOURI CORPORATION

                                   AS BORROWER

                        LASALLE BANK NATIONAL ASSOCIATION

                             AS ADMINISTRATIVE AGENT

                                       AND

                   THE FROM TIME TO TIME LENDERS PARTY HERETO

                           DATED AS OF APRIL 14, 2005

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                 <C>
1. EFFECTIVE DATE.................................................................   1
2. DEFINITIONS AND RULES OF CONSTRUCTION..........................................   1
   2.1. LISTED DEFINITIONS........................................................   1
   2.2. OTHER DEFINITIONS.........................................................   2
   2.3. REFERENCES TO COVERED PERSON..............................................   2
   2.4. REFERENCES TO REQUIRED LENDERS............................................   2
   2.5. ACCOUNTING TERMS..........................................................   2
   2.6. MEANING OF SATISFACTORY...................................................   2
   2.7. COMPUTATION OF TIME PERIODS...............................................   2
   2.8. GENERAL...................................................................   2
3. LENDERS' COMMITMENTS...........................................................   3
   3.1. REVOLVING LOAN COMMITMENTS................................................   3
      3.1.1. AGGREGATE AMOUNT.....................................................   3
      3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES................................   3
      3.1.3. REVOLVING NOTES......................................................   4
   3.2. INTENTIONALLY DELETED.....................................................   4
   3.3. LETTER OF CREDIT COMMITMENT...............................................   4
   3.4. INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT..........................   4
      3.4.1. REQUEST FOR INCREASE.................................................   4
      3.4.2. LENDERS' PARTICIPATION IN INCREASE...................................   5
      3.4.3. PROPOSED NEW LENDER(S) PARTICIPATION IN INCREASE.....................   6
      3.4.4. BUYING AND SELLING LENDERS...........................................   6
   3.5. SWINGLINE FACILITY........................................................   7
      3.5.1. SWINGLINE LOANS......................................................   7
      3.5.2. PRINCIPAL AND INTEREST ON SWINGLINE LOANS............................   8
      3.5.3. REFUNDING SWINGLINE LOANS............................................   8
   3.6. REDUCTIONS OF AGGREGATE REVOLVING LOAN COMMITMENT.........................   9
4. INTEREST.......................................................................   9
   4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT....................................  10
   4.2. INTEREST ON AGGREGATE REVOLVING LOANS.....................................  10
   4.3. ADJUSTED BASE RATE........................................................  10
   4.4. ADJUSTED EURODOLLAR RATE..................................................  10
   4.5. BASE RATE MARGINS AND EURODOLLAR MARGINS..................................  10
   4.6. CONVERSION OF LOANS.......................................................  11
   4.7. INTEREST PERIODS FOR EURODOLLAR LOANS.....................................  11
   4.8. TIME OF ACCRUAL...........................................................  12
   4.9. COMPUTATION...............................................................  12
   4.10. RATE AFTER MATURITY......................................................  12
5. FEES...........................................................................  12
   5.1. AMENDMENT FEE.............................................................  12
   5.2. REVOLVING LOAN UNUSED FEE.................................................  12
   5.3. LETTER OF CREDIT FEE......................................................  12
   5.4. LETTER OF CREDIT FRONTING FEE.............................................  13
   5.5. OTHER LETTER OF CREDIT FEES...............................................  13
</TABLE>

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<TABLE>
<S>                                                                                 <C>
   5.6. ADMINISTRATIVE AGENT'S FEES...............................................  13
   5.7. CALCULATION OF FEES.......................................................  13
6. PAYMENTS.......................................................................  13
   6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN............................  13
      6.1.1. INTEREST.............................................................  13
      6.1.2. PRINCIPAL............................................................  13
   6.2. INTENTIONALLY DELETED.....................................................  14
   6.3. PREPAYMENTS...............................................................  14
      6.3.1. VOLUNTARY PREPAYMENTS................................................  14
      6.3.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST.......................  14
   6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER.....................................  14
   6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS..................  15
      6.5.1. PAYMENT REQUIREMENT..................................................  15
      6.5.2. APPLICATION OF PAYMENTS AND PROCEEDS.................................  15
      6.5.3. INTEREST CALCULATION.................................................  15
   6.6. RETURNED INSTRUMENTS......................................................  15
   6.7. COMPELLED RETURN OF PAYMENTS OR PROCEEDS..................................  15
   6.8. DUE DATES NOT ON BUSINESS DAYS............................................  16
7. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT.........................  16
   7.1. INITIAL ADVANCE...........................................................  16
   7.2. SUBSEQUENT LOAN ADVANCES..................................................  16
      7.2.1. BORROWER REQUESTS....................................................  16
      7.2.2. ADMINISTRATIVE AGENT'S RIGHT TO MAKE OTHER REVOLVING LOAN ADVANCES...  16
            7.2.2.1. PAYMENT OF LOAN OBLIGATIONS..................................  16
            7.2.2.2. PAYMENTS TO OTHER CREDITORS..................................  17
   7.3. LETTERS OF CREDIT.........................................................  17
   7.4. FUNDINGS..................................................................  17
      7.4.1. REVOLVING ADVANCES...................................................  17
      7.4.2. DRAWS ON LETTERS OF CREDIT...........................................  17
      7.4.3. ALL FUNDINGS RATABLE.................................................  18
   7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION............................  18
      7.5.1. ASSUMPTION AS TO LENDERS.............................................  18
      7.5.2. ASSUMPTION AS TO BORROWER............................................  19
   7.6. DISBURSEMENT..............................................................  19
   7.7. RESTRICTIONS ON ADVANCES..................................................  19
   7.8. RESTRICTION ON NUMBER OF EURODOLLAR LOANS.................................  20
   7.9. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A CERTIFICATION.........  20
   7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST...................................  20
   7.11. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST..........................  20
   7.12. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS..........................  20
8. SECURITY AND GUARANTIES........................................................  21
   8.1. SECURITY AGREEMENTS.......................................................  21
   8.2. PLEDGE AGREEMENTS.........................................................  21
   8.3. COLLATERAL ASSIGNMENTS....................................................  21
      8.3.1. INTELLECTUAL PROPERTY ASSIGNMENTS....................................  21
</TABLE>

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<TABLE>
<S>                                                                                 <C>
      8.3.2. ACQUISITION DOCUMENTS ASSIGNMENT.....................................  21
      8.3.3. LEASE ASSIGNMENTS....................................................  21
   8.4. GUARANTIES................................................................  21
   8.5. ADDITIONAL SUBSIDIARIES...................................................  22
9. POWER OF ATTORNEY..............................................................  22
10. CONDITIONS OF LENDING.........................................................  23
   10.1. CONDITIONS TO INITIAL ADVANCE............................................  23
      10.1.1. LISTED DOCUMENTS AND OTHER ITEMS....................................  23
      10.1.2. FINANCIAL CONDITION.................................................  23
      10.1.3. NO DEFAULT..........................................................  24
      10.1.4. PERFECTION OF SECURITY INTERESTS....................................  24
      10.1.5. REPRESENTATIONS AND WARRANTIES......................................  24
      10.1.6. NO MATERIAL ADVERSE CHANGE..........................................  24
      10.1.7. PENDING MATERIAL PROCEEDINGS........................................  24
      10.1.8. PAYMENT OF FEES AND EXPENSES........................................  24
      10.1.9. INTENTIONALLY DELETED...............................................  24
      10.1.10. INTENTIONALLY DELETED..............................................  24
      10.1.11. INSURANCE..........................................................  25
      10.1.12. ENVIRONMENTAL......................................................  25
      10.1.13. OTHER ITEMS........................................................  25
   10.2. CONDITIONS TO SUBSEQUENT ADVANCES........................................  25
      10.2.1. GENERAL CONDITIONS..................................................  25
      10.2.2. REPRESENTATIONS AND WARRANTIES......................................  25
      10.2.3. NO DEFAULT..........................................................  25
   10.3. CONDITIONS TO ADVANCES FOR APPROVED ACQUISITIONS.........................  25
      10.3.1. APPROVED ACQUISITION DELIVERABLES...................................  25
      10.3.2. SATISFACTION OF CONDITIONS TO THE APPROVED ACQUISITION..............  26
      10.3.3. ADDITIONAL SUBSIDIARIES.............................................  26
      10.3.4. INTENTIONALLY DELETED...............................................  26
      10.3.5. AUTHORITY TO CONSUMMATE THE APPROVED ACQUISITIONS...................  26
      10.3.6. REQUEST TO FUND.....................................................  27
11. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT...................................  27
   11.1. NO PROHIBITIONS..........................................................  27
   11.2. REPRESENTATIONS AND WARRANTIES...........................................  27
   11.3. NO DEFAULT...............................................................  27
   11.4. OTHER CONDITIONS.........................................................  27
12. REPRESENTATIONS AND WARRANTIES................................................  27
   12.1. ORGANIZATION AND EXISTENCE...............................................  28
   12.2. AUTHORIZATION............................................................  28
   12.3. DUE EXECUTION............................................................  28
   12.4. ENFORCEABILITY OF OBLIGATIONS............................................  28
   12.5. BURDENSOME OBLIGATIONS...................................................  28
   12.6. LEGAL RESTRAINTS.........................................................  28
   12.7. LABOR CONTRACTS AND DISPUTES.............................................  28
   12.8. NO MATERIAL PROCEEDINGS..................................................  29
   12.9. MATERIAL LICENSES........................................................  29
</TABLE>

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<TABLE>
<S>                                                                              <C>
12.10. COMPLIANCE WITH MATERIAL LAWS...........................................  29
   12.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS AND EMPLOYMENT LAWS.....  29
   12.10.2. PROCEEDINGS........................................................  29
   12.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS.......................  29
   12.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS..................  29
   12.10.5. ENVIRONMENTAL PROPERTY TRANSFER ACTS...............................  29
12.11. OTHER NAMES.............................................................  29
12.12. CONSUMMATION OF THE APPROVED ACQUISITIONS...............................  30
12.13. PRIOR TRANSACTIONS......................................................  30
12.14. CAPITALIZATION..........................................................  30
12.15. SOLVENCY................................................................  30
12.16. PROJECTIONS; PRO FORMA BALANCE SHEET....................................  30
12.17. FINANCIAL STATEMENTS....................................................  31
12.18. NO CHANGE IN CONDITION..................................................  31
12.19. INVESTMENTS.............................................................  31
12.20. INDEBTEDNESS............................................................  31
12.21. INDIRECT OBLIGATIONS....................................................  31
12.22. OPERATING LEASES........................................................  31
12.23. CAPITAL LEASES..........................................................  31
12.24. TAX LIABILITIES; GOVERNMENTAL CHARGES...................................  31
12.25. PENSION BENEFIT PLANS...................................................  32
   12.25.1. PROHIBITED TRANSACTIONS............................................  32
   12.25.2. CLAIMS.............................................................  32
   12.25.3. REPORTING AND DISCLOSURE REQUIREMENTS..............................  32
   12.25.4. ACCUMULATED FUNDING DEFICIENCY.....................................  32
   12.25.5. MULTI-EMPLOYER PLAN................................................  32
12.26. WELFARE BENEFIT PLANS...................................................  33
12.27. RETIREE BENEFITS........................................................  33
12.28. DISTRIBUTIONS...........................................................  33
12.29. REAL PROPERTY...........................................................  33
12.30. STATE OF COLLATERAL AND OTHER PROPERTY..................................  33
   12.30.1. ACCOUNTS...........................................................  33
   12.30.2. INVENTORY..........................................................  34
   12.30.3. EQUIPMENT..........................................................  34
   12.30.4. INTELLECTUAL PROPERTY..............................................  34
   12.30.5. DOCUMENTS, INSTRUMENTS AND CHATTEL PAPER...........................  35
12.31. CHIEF PLACE OF BUSINESS; LOCATIONS OF COLLATERAL........................  35
12.32. NEGATIVE PLEDGES........................................................  35
12.33. SECURITY DOCUMENTS......................................................  35
   12.33.1. SECURITY AGREEMENTS................................................  36
   12.33.2. COLLATERAL ASSIGNMENTS.............................................  36
         12.33.2.1. INTELLECTUAL PROPERTY ASSIGNMENTS..........................  36
         12.33.2.2. PLEDGE AGREEMENT...........................................  36
         12.33.2.3. ACQUISITION DOCUMENTS ASSIGNMENT...........................  36
12.34. S CORPORATION...........................................................  36
</TABLE>

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<TABLE>
<S>                                                                                 <C>
   12.35. SUBSIDIARIES AND AFFILIATES.............................................  36
   12.36. BANK ACCOUNTS AND LOCKBOXES.............................................  37
   12.37. MARGIN STOCK............................................................  37
   12.38. SECURITIES MATTERS......................................................  37
   12.39. INVESTMENT COMPANY ACT, ETC.............................................  37
   12.40. NO MATERIAL MISSTATEMENTS OR OMISSIONS..................................  37
   12.41. FILINGS.................................................................  37
   12.42. BROKER'S FEES...........................................................  38
   12.43. NO HART-SCOTT RODINO FILING REQUIRED....................................  38
13. MODIFICATION AND SURVIVAL OF REPRESENTATIONS..................................  38
14. AFFIRMATIVE COVENANTS.........................................................  38
   14.1. USE OF PROCEEDS..........................................................  38
   14.2. CORPORATE EXISTENCE......................................................  39
   14.3. MAINTENANCE OF PROPERTY AND LEASES.......................................  39
   14.4. INVENTORY................................................................  39
   14.5. INSURANCE................................................................  39
   14.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS...................................  40
   14.7. COMPLIANCE WITH LAWS.....................................................  40
   14.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.............................  40
      14.8.1. IN GENERAL..........................................................  41
      14.8.2. ASBESTOS CLEAN-UP...................................................  41
   14.9. TERMINATION OF PENSION BENEFIT PLAN......................................  41
   14.10. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS.......................  42
   14.11. BORROWING OFFICER.......................................................  43
   14.12. MAINTENANCE OF SECURITY INTERESTS OF SECURITY DOCUMENTS.................  43
      14.12.1. PRESERVATION AND PERFECTION OF SECURITY INTERESTS..................  43
      14.12.2. COLLATERAL HELD BY WAREHOUSEMAN, BAILEE, ETC.......................  44
      14.12.3. COMPLIANCE WITH TERMS OF SECURITY DOCUMENTS........................  44
   14.13. ACCOUNTING SYSTEM.......................................................  44
      14.13.1. ACCOUNT RECORDS....................................................  44
      14.13.2. TRACING OF PROCEEDS................................................  45
   14.14. FINANCIAL STATEMENTS....................................................  45
      14.14.1. ANNUAL FINANCIAL STATEMENTS........................................  45
      14.14.2. QUARTERLY FINANCIAL STATEMENTS.....................................  45
   14.15. OTHER FINANCIAL INFORMATION.............................................  46
      14.15.1. REPORTS OR INFORMATION CONCERNING ACCOUNTS OR INVENTORY............  46
      14.15.2. STOCKHOLDER REPORTS................................................  46
      14.15.3. PENSION BENEFIT PLAN REPORTS.......................................  46
      14.15.4. TAX RETURNS........................................................  46
   14.16. REVIEW OF ACCOUNTS......................................................  46
   14.17. INTENTIONALLY DELETED...................................................  46
   14.18. ANNUAL PROJECTIONS......................................................  46
   14.19. OTHER INFORMATION.......................................................  46
   14.20. AUDITS BY ADMINISTRATIVE AGENT..........................................  47
   14.21. VERIFICATION OF ACCOUNTS AND NOTICES TO ACCOUNT DEBTORS.................  47
   14.22. APPRAISALS OF COLLATERAL................................................  47
</TABLE>

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<TABLE>
<S>                                                                                 <C>
   14.23. ACCESS TO OFFICERS AND AUDITORS.........................................  47
   14.24. PROFORMAS FOR PERMITTED ACQUISITIONS....................................  48
   14.25. INTENTIONALLY DELETED...................................................  48
   14.26. ACQUISITION DOCUMENTS...................................................  48
   14.27. FURTHER ASSURANCES......................................................  49
15. NEGATIVE COVENANTS............................................................  49
   15.1. INVESTMENTS..............................................................  49
   15.2. INDEBTEDNESS.............................................................  50
   15.3. PREPAYMENTS..............................................................  51
   15.4. INDIRECT OBLIGATIONS.....................................................  51
   15.5. SECURITY INTERESTS.......................................................  51
   15.6. NO AMENDMENTS TO ACQUISITION DOCUMENTS...................................  52
   15.7. ACQUISITIONS.............................................................  52
   15.8. BAILMENTS; CONSIGNMENTS; WAREHOUSING.....................................  53
   15.9. DISPOSAL OF PROPERTY.....................................................  53
   15.10. DISTRIBUTIONS...........................................................  53
   15.11. CHANGE OF CONTROL.......................................................  53
   15.12. AMENDMENT TO CHARTER DOCUMENTS..........................................  54
   15.13. CAPITAL STRUCTURE; EQUITY SECURITIES....................................  54
   15.14. CHANGE OF BUSINESS......................................................  54
   15.15. TRANSACTIONS WITH AFFILIATES............................................  54
   15.16. CONFLICTING AGREEMENTS..................................................  54
   15.17. SALE AND LEASEBACK TRANSACTIONS.........................................  54
   15.18. NEW SUBSIDIARIES........................................................  54
   15.19. FISCAL YEAR.............................................................  55
   15.20. LEASES..................................................................  55
   15.21. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON.........  55
16. FINANCIAL COVENANTS...........................................................  55
   16.1. SPECIAL DEFINITIONS......................................................  55
   16.2 INTENTIONALLY DELETED.....................................................  56
   16.3. MINIMUM INTEREST COVERAGE................................................  56
   16.4. MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO EBITDA............................  56
   16.5. INTENTIONALLY DELETED....................................................  56
   16.6. MINIMUM EBITDA...........................................................  56
17. DEFAULT.......................................................................  57
   17.1. EVENTS OF DEFAULT........................................................  57
      17.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST................................  57
      17.1.2. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS........................  57
      17.1.3. REPRESENTATIONS OR WARRANTIES.......................................  57
      17.1.4. CERTAIN COVENANTS...................................................  57
      17.1.5. OTHER COVENANTS.....................................................  57
      17.1.6. ACCELERATION OF OTHER INDEBTEDNESS..................................  57
      17.1.7. DEFAULT UNDER OTHER AGREEMENTS......................................  57
      17.1.8. BANKRUPTCY; INSOLVENCY; ETC.........................................  57
      17.1.9. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC..............................  58
      17.1.10. PENSION BENEFIT PLAN TERMINATION, ETC..............................  58
</TABLE>

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<TABLE>
<S>                                                                                 <C>
      17.1.11. LIQUIDATION OR DISSOLUTION.........................................  58
      17.1.12. SEIZURE OF ASSETS..................................................  59
      17.1.13. RACKETEERING PROCEEDING............................................  59
      17.1.14. LOAN DOCUMENTS; SECURITY INTERESTS.................................  59
      17.1.15. LOSS TO COLLATERAL.................................................  59
      17.1.16. GUARANTY; GUARANTOR................................................  59
   17.2. CROSS DEFAULT............................................................  59
   17.3. RIGHTS AND REMEDIES......................................................  60
      17.3.1. TERMINATION OF COMMITMENTS..........................................  60
      17.3.2. ACCELERATION........................................................  60
      17.3.3. RIGHT OF SETOFF.....................................................  60
      17.3.4. NOTICE TO ACCOUNT DEBTORS...........................................  60
      17.3.5. ENTRY UPON PREMISES AND ACCESS TO INFORMATION.......................  60
      17.3.6. COMPLETION OF UNCOMPLETED INVENTORY ITEMS...........................  61
      17.3.7. BORROWER'S OBLIGATIONS..............................................  61
      17.3.8. SECURED PARTY RIGHTS................................................  61
      17.3.9. JOINT AND SEVERAL...................................................  62
      17.3.10. MISCELLANEOUS......................................................  62
   17.4. APPLICATION OF FUNDS.....................................................  62
   17.5. LIMITATION OF LIABILITY; WAIVER..........................................  63
   17.6. NOTICE...................................................................  63
18. ADMINISTRATIVE AGENT AND LENDERS..............................................  63
   18.1. APPOINTMENT, POWERS, AND IMMUNITIES......................................  63
   18.2. RELIANCE BY ADMINISTRATIVE AGENT.........................................  64
   18.3. EMPLOYMENT OF AGENTS AND COUNSEL.........................................  64
   18.4. DEFAULTS.................................................................  65
   18.5. RIGHTS AS LENDER.........................................................  65
   18.6. INDEMNIFICATION..........................................................  65
   18.7. NOTIFICATION OF LENDERS..................................................  66
   18.8. NON-RELIANCE ON AGENT AND OTHER LENDERS..................................  66
   18.9. RESIGNATION..............................................................  66
   18.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT........  67
   18.11. LENDER AS NON-U.S. PARTICIPANT..........................................  67
19. CHANGE IN CIRCUMSTANCES.......................................................  68
   19.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS.....................  68
      19.1.1. LAW CHANGES OR TAX IMPOSITIONS......................................  68
      19.1.2. CAPITAL ADEQUACY....................................................  69
      19.1.3. NOTICE TO BORROWER..................................................  69
   19.2. MARKET FAILURE...........................................................  70
   19.3. ILLEGALITY...............................................................  70
   19.4. COMPENSATION.............................................................  70
   19.5. TREATMENT OF AFFECTED LOANS..............................................  71
   19.6. TAXES....................................................................  72
      19.6.1. GROSS-UP............................................................  72
      19.6.2. LENDERS' UNDERTAKINGS...............................................  72
      19.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS..................................  73
</TABLE>

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<TABLE>
<S>                                                                                 <C>
   19.7. USURY....................................................................  73
20. GENERAL.......................................................................  74
   20.1. LENDERS' RIGHT TO CURE...................................................  74
   20.2. RIGHTS NOT EXCLUSIVE.....................................................  74
   20.3. SURVIVAL OF AGREEMENTS...................................................  74
   20.4. ASSIGNMENTS..............................................................  74
      20.4.1. PERMITTED ASSIGNMENTS...............................................  75
      20.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS..............................  75
      20.4.3. AGREEMENTS UPON ASSIGNMENT..........................................  76
      20.4.4. REGISTER............................................................  76
      20.4.5. NOTICE TO BORROWER OF ASSIGNMENT....................................  76
      20.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK..................................  77
   20.5. SALE OF PARTICIPATIONS...................................................  77
   20.6. INTENTIONALLY DELETED....................................................  77
   20.7. INFORMATION..............................................................  77
   20.8. PAYMENT OF EXPENSES......................................................  78
   20.9. GENERAL INDEMNITY........................................................  78
   20.10. LETTERS OF CREDIT.......................................................  79
   20.11. CHANGES IN ACCOUNTING PRINCIPLES........................................  80
   20.12. LOAN RECORDS............................................................  80
   20.13. OTHER SECURITY AND GUARANTIES...........................................  80
   20.14. LOAN OBLIGATIONS PAYABLE IN DOLLARS.....................................  81
21. MISCELLANEOUS.................................................................  81
   21.1. NOTICES..................................................................  81
   21.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS.......................  81
   21.3. RIGHTS CUMULATIVE........................................................  82
   21.4. SUCCESSORS AND ASSIGNS...................................................  82
   21.5. SEVERABILITY.............................................................  82
   21.6. COUNTERPARTS.............................................................  82
   21.7. GOVERNING LAW; NO THIRD PARTY RIGHTS.....................................  82
   21.8. COUNTERPART FACSIMILE EXECUTION..........................................  83
   21.9. EFFECT OF MERGER OF BANK.................................................  83
   21.10. NEGOTIATED TRANSACTION..................................................  83
   21.11. CHOICE OF FORUM.........................................................  83
   21.12. SERVICE OF PROCESS......................................................  84
   21.13. WAIVER OF JURY TRIAL....................................................  84
   21.14. INCORPORATION BY REFERENCE..............................................  85
   21.15. PATRIOT ACT NOTIFICATION................................................  85
   21.16. STATUTORY NOTICE - INSURANCE............................................  85
   21.17. STATUTORY NOTICE - ORAL COMMITMENTS.....................................  85
</TABLE>

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<PAGE>

                   SECOND AMENDED AND RESTATED LOAN AGREEMENT

      In consideration of the mutual agreements herein and other sufficient
consideration, the receipt of which is hereby acknowledged, TALX Corporation, a
Missouri corporation (Borrower), and LaSalle Bank National Association
(LaSalle), as Administrative Agent, and LaSalle and the other lenders listed on
Exhibit 3 to this Amended and Restated Loan Agreement (Agreement), as Lenders,
agree as follows:

      The Borrower, LaSalle and Southwest Bank of St. Louis (Southwest) entered
into that certain Loan Agreement dated March 27, 2002 (Initial Loan Agreement),
as amended by that First Amendment to Loan Agreement dated July 29, 2002 among
Borrower, LaSalle and Southwest (First Amendment), as further amended by that
Second Amendment to Loan Agreement dated January 27, 2003 among Borrower,
LaSalle and Southwest (Second Amendment), as further amended by that Third
Amendment to Loan Agreement dated June 30, 2003 among Borrower, LaSalle and
Southwest (Third Amendment) (collectively, the Initial Loan Agreement, as so
amended by the First Amendment, Second Amendment and Third Amendment, is
referred to herein as the Original Loan Agreement), as amended and restated by
that certain Amended and Restated Loan Agreement dated March 31, 2004 (Initial
Amended and Restated Loan Agreement), as amended by that certain First Amendment
to Amended and Restated Loan Agreement dated September 9, 2004 (First Amendment
- Initial Amended and Restated Loan Agreement), as further amended by that
certain Second Amendment to Amended and Restated Loan Agreement dated September
30, 2004 (Second Amendment - Initial Amended and Restated Loan
Agreement)(collectively the Initial Amended and Restated Loan Agreement, as so
amended by the First Amendment - Initial Amended and Restated Loan Agreement,
and the Second Amendment - Initial Amended and Restated Loan Agreement is
referred to herein as the First Amended and Restated Loan Agreement).

      The Borrower, in order to refinance the existing Indebtedness under the
First Amended and Restated Loan Agreement and to fund the acquisition of Target
One and Target Two, hereby requests that the Revolving Loan Commitment available
under the First Amended and Restated Loan Agreement be increased, and that
certain additional amendments be made to the First Amended and Restated Loan
Agreement for the sake of clarity and convenience, and that the First Amended
and Restated Loan Agreement be restated in its entirety as so amended. From the
Effective Date (defined below), all references made to the Original Loan
Agreement or the First Amended and Restated Loan Agreement in any Loan Document
or in any other instrument or document shall, without more, be deemed to refer
to this Agreement.

1. EFFECTIVE DATE. This Agreement is effective April 14, 2005.

2. DEFINITIONS AND RULES OF CONSTRUCTION.

      2.1. LISTED DEFINITIONS. Capitalized words defined in the Glossary
      attached hereto as Exhibit 2.1 shall have such defined meanings wherever
      used in this Agreement and the other Loan Documents. The inclusion of a
      defined term in the Glossary that is not used elsewhere in this Agreement
      or in the other Loan Documents shall not affect the interpretation or
      construction of this Agreement or the other Loan Documents.

                                        1

<PAGE>

      2.2. OTHER DEFINITIONS. If a capitalized word in this Agreement is not
      defined in the Glossary, it shall have such meaning as defined elsewhere
      herein, or if not defined elsewhere herein, the meaning defined in the
      UCC. Terms are italicized in this Agreement where they are defined.

      2.3. REFERENCES TO COVERED PERSON. The words Covered Person, a Covered
      Person, any Covered Person, each Covered Person and every Covered Person
      refer to Borrower and each of its now existing or later acquired, created
      or organized Subsidiaries separately. The words Covered Persons refers to
      Borrower and its now existing or later acquired, created or organized
      Subsidiaries collectively.

      2.4. REFERENCES TO REQUIRED LENDERS. The words Required Lenders means any
      one or more Lenders whose shares of Lenders' Exposure at the relevant time
      aggregate at least sixty six and two-thirds percent (66 2/3%).

      2.5. ACCOUNTING TERMS. Unless the context otherwise requires, accounting
      terms herein that are not defined herein shall be determined under GAAP.
      All financial measurements contemplated hereunder respecting Borrower
      shall be made and calculated for Borrower and all of its now existing or
      later acquired, created or organized Subsidiaries, if any, on a
      consolidated and consolidating basis in accordance with GAAP unless
      expressly provided otherwise herein.

      2.6. MEANING OF SATISFACTORY. Whenever herein a document or matter is
      required to be satisfactory to Administrative Agent or satisfactory to
      Lenders or satisfactory to Required Lenders, unless expressly stated
      otherwise such document must be satisfactory to Administrative Agent,
      Lenders or Required Lenders (as applicable) in both form and substance,
      and unless expressly stated otherwise Administrative Agent, Lenders or
      Required Lenders (as applicable) shall have the commercially reasonable
      discretion to determine whether the document or matter is satisfactory.

      2.7. COMPUTATION OF TIME PERIODS. In computing or defining periods of time
      from a specified date to a later specified date, and in computing the
      accrual of interest or fees, the word from shall mean from and including
      and the words to and until shall each mean to but excluding. Periods of
      days referred to in this Agreement shall be counted in calendar days
      unless Business Days are expressly prescribed, and references in this
      Agreement to months and years are to calendar months and calendar years
      unless otherwise specified.

      2.8. GENERAL. Unless the context of this Agreement clearly requires
      otherwise: (i) references to the plural include the singular and vice
      versa; (ii) references to any Person include such Person's successors and
      assigns, but, only if such successors and assigns are permitted by this
      Agreement; (iii) references to one gender include all genders; (iv)
      including is not limiting; (v) "or" has the inclusive meaning represented
      by the phrase "and/or"; (vi) the words "hereof," "herein," "hereby,"
      "hereunder" and similar terms in this Agreement refer to this Agreement as
      a whole, including its Exhibits, and not to any particular provision of
      this Agreement; (vii) the word "Section" or "section" and "Page" or "page"
      refer to a section or page, respectively, of this Agreement, and the word

                                       2

<PAGE>

      "Exhibit" refers to an Exhibit to this Agreement unless it expressly
      refers to something else; (viii) reference to any agreement, document, or
      instrument (including this Agreement and any other Loan Document or other
      agreement, document or instrument defined herein), means such agreement,
      document, or instrument as amended, modified, restated or replaced and in
      effect from time to time in accordance with the terms thereof and, if
      applicable, the terms hereof, and includes all attachments, exhibits and
      schedules thereto and documents incorporated therein, if any; and (ix)
      general and specific references to any Law means such Law as amended,
      modified, codified or reenacted, in whole or in part, and in effect from
      time to time. Section captions and the Table of Contents are for
      convenience only and shall not affect the interpretation or construction
      of this Agreement or the other Loan Documents.

3. LENDERS' COMMITMENTS. Subject to the terms and conditions hereof, and in
reliance upon the Representations and Warranties, Lenders make the following
commitments to Borrower:

      3.1. REVOLVING LOAN COMMITMENTS.

            3.1.1. AGGREGATE AMOUNT. Subject to the limitations in Section 3.1.2
            and elsewhere herein, each Lender commits to make available to
            Borrower, from the Effective Date to the Revolving Loan Maturity
            Date, such Lender's Pro-Rata Share of an Aggregate Revolving Loan
            Commitment of $100,000,000.00, by funding such Lender's Pro-Rata
            Share of Revolving Loan Advances made from time to time by
            Administrative Agent as provided herein. The Pro-Rata Share of each
            Lender on the Effective Date is listed on Exhibit 3 hereto. The
            Aggregate Revolving Loan Commitment may be increased or decreased as
            provided in this Agreement. Subject to the limitations in Section
            3.1.2 and elsewhere herein, payments and prepayments that are
            applied to reduce the Aggregate Revolving Loan may be re-borrowed
            through Revolving Loan Advances.

            3.1.2. LIMITATION ON REVOLVING LOAN ADVANCES. No Revolving Loan
            Advance will be made which would result in the sum of the Aggregate
            Revolving Loan, Swingline Loan Exposure, and the Letter of Credit
            Exposure on any Advance Date (except to the extent that a Revolving
            Loan Advance will be used immediately to reimburse Letter of Credit
            Issuer for unreimbursed draws on a Letter of Credit) exceeding the
            Aggregate Revolving Loan Commitment, and no Revolving Loan Advance
            will be made on or after the Revolving Loan Maturity Date. Lenders
            may, however, in their absolute discretion make such Revolving Loan
            Advances, but shall not be deemed by doing so to have increased the
            Maximum Available Amount and shall not be obligated to make any such
            Revolving Loan Advances thereafter. At any time that there is an
            Existing Default, the Aggregate Revolving Loan Commitment may be
            canceled as provided in Section 17.3. The Maximum Available Amount
            on any date shall be a Dollar amount equal to the Aggregate
            Revolving Loan Commitment, minus (a) the amount outstanding under
            the Aggregate Revolving Loan on such date, (b) the Letter of Credit
            Exposure on such date (except to the extent that a Revolving

                                        3

<PAGE>

            Loan Advance will be used immediately to reimburse Letter of Credit
            Issuer for unreimbursed draws on a Letter of Credit), and (c) the
            Swingline Loan Exposure.

            3.1.3. REVOLVING NOTES. The obligation of Borrower to repay each
            Lender's Revolving Loan shall be evidenced by a promissory note
            payable to the order of such Lender in a maximum principal amount
            equal to the amount of its Revolving Loan Commitment and otherwise
            in form and substance satisfactory to Lenders.

      3.2.  INTENTIONALLY DELETED.

      3.3. LETTER OF CREDIT COMMITMENT. Letter of Credit Issuer commits to issue
      standby letters of credit and commercial (documentary) letters of credit
      for the account of Borrower from time to time from the Effective Date to
      the Revolving Loan Maturity Date, but only in connection with transactions
      satisfactory to Letter of Credit Issuer and only if the Letter of Credit
      Exposure will not as a result of such issuance exceed the lesser of (i)
      $1,000,000.00 and (ii) the Maximum Available Amount. The expiration date
      of any Letter of Credit will be a Business Day that is not later than the
      date which is twenty-five Business Days prior to the Revolving Loan
      Maturity Date; provided, however, that the expiration date for a Letter of
      Credit may be later than the Revolving Loan Maturity Date if Letter of
      Credit Issuer consents to such issuance and Borrower provides to Letter of
      Credit Issuer cash collateral satisfactory to Letter of Credit Issuer as
      security for Borrower's obligation to reimburse Letter of Credit Issuer
      for all draws thereunder. Immediately upon the issuance by Letter of
      Credit Issuer of a Letter of Credit in accordance with the terms and
      conditions of this Agreement, Letter of Credit Issuer shall be deemed to
      have sold and transferred to each other Lender, and such other Lender
      shall be deemed to have purchased and received from Letter of Credit
      Issuer, a pro-rata undivided interest and participation in such Letter of
      Credit, the reimbursement obligation of Borrower with respect thereto, and
      any guaranty thereof or collateral therefor. Such other Lender's pro-rata
      undivided interest shall be the same as its Pro-Rata Share of the
      Aggregate Revolving Loan Commitment.

      3.4. INCREASES IN AGGREGATE REVOLVING LOAN COMMITMENT.

            3.4.1. REQUEST FOR INCREASE. At any time, the Borrower may request
            that the Aggregate Revolving Loan Commitment be increased without
            the prior written consent of all of the Lenders; provided that, (a)
            the Aggregate Revolving Loan Commitment shall at no time exceed
            $125,000,000; (b) the Borrower is not permitted to make any such
            request during the six month period following any reduction in the
            Aggregate Revolving Loan Commitment under this Agreement; (c) the
            Borrower is not permitted to make any such request more frequently
            than once in any 6-month period; and (d) each such request must be
            in a minimum amount of $10,000,000 and increments of $5,000,000 in
            excess thereof. Such request shall be made in a written notice given
            to the Administrative Agent and the Lenders by the Borrower not less
            than twenty (20) Business Days prior to the proposed effective date
            of such increase, which notice (a "Commitment Increase Notice") must
            specify the amount of the proposed increase in the Aggregate
            Revolving Loan Commitment and the proposed effective date of such
            increase.

                                        4

<PAGE>

            Any increase in the Aggregate Revolving Loan Commitment under this
            Agreement is subject to the following conditions precedent: (A)
            Borrower must have executed promissory notes in favor of each Lender
            and any Proposed New Lender in the amount of each Lender's Pro-Rata
            Share of the Aggregate Revolving Loan Commitment, as increased under
            this Section; (B) the Borrower must have obtained the consent
            thereto of each Guarantor and its reaffirmation of the Loan
            Document(s) executed by it, which consent and reaffirmation must be
            in writing and in form and substance reasonably satisfactory to the
            Administrative Agent, (C) as of the date of the Commitment Increase
            Notice and as of the proposed effective date of the increase in the
            Aggregate Revolving Loan Commitment under this Agreement, no event
            shall have occurred and then be continuing which constitutes a
            Default, Event of Default, or Existing Default under this Agreement,
            (D) the Borrower, the Administrative Agent and each Proposed New
            Lender or Lender that agreed to provide a "Commitment" in support of
            such increase in the Aggregate Revolving Loan Commitment under this
            Agreement must have executed and delivered a "Commitment and
            Acceptance" substantially in the form of Exhibit 3.4.1 hereto, (E)
            counsel for the Borrower and for the Guarantors must have provided
            to the Administrative Agent supplemental opinions in form and
            substance reasonably satisfactory to the Administrative Agent, and
            (F) the Borrower and the Proposed New Lender must otherwise have
            executed and delivered such other instruments and documents as may
            be required under Section 10.1.1 or that the Administrative Agent
            reasonably requests in connection with such increase. If any fee is
            charged by the Lenders in connection with any such increase, such
            fee shall be in accordance with then prevailing market conditions,
            which market conditions shall have been reasonably documented by the
            Administrative Agent to the Borrower. Upon satisfaction of the
            conditions precedent to any increase in the Aggregate Revolving Loan
            Commitment under this Agreement, the Administrative Agent will
            promptly advise the Borrower and each Lender of the effective date
            of such increase.

            3.4.2. LENDERS' PARTICIPATION IN INCREASE. In the event of such a
            Commitment Increase Notice, each of the Lenders will be given the
            opportunity to participate in the requested increase. No Lender has
            an obligation to increase its Commitment pursuant to a Commitment
            Increase Notice. On or prior to the date that is fifteen (15)
            Business Days after receipt of the Commitment Increase Notice, each
            Lender must submit to the Administrative Agent a notice indicating
            the maximum amount by which it is willing to increase its Commitment
            in connection with such Commitment Increase Notice (any such notice
            to the Administrative Agent being herein a "Lender Increase
            Notice"). Any Lender which does not submit a Lender Increase Notice
            to the Administrative Agent prior to the expiration of such fifteen
            (15) Business Day period will be deemed to have denied any increase
            in its Commitment. In the event that the increases of Commitments
            set forth in the Lender Increase Notices exceed the amount requested
            by the Borrower in the Commitment Increase Notice, the
            Administrative Agent has the right, in consultation with the
            Borrower, to allocate the amount of increases necessary to meet the
            Borrower's Commitment Increase Notice.

                                        5

<PAGE>

            3.4.3. PROPOSED NEW LENDER(S) PARTICIPATION IN INCREASE. In the
            event that the Lender Increase Notices are less than the amount
            requested by the Borrower, not later than three (3) Business Days
            prior to the proposed effective date the Borrower may notify the
            Administrative Agent of any financial institution that has agreed to
            become a "Lender" party hereto (a "Proposed New Lender") in
            connection with the Commitment Increase Notice. Any Proposed New
            Lender must be consented to by the Administrative Agent (which
            consent shall not be unreasonably withheld). If the Borrower does
            not arrange for any Proposed New Lender(s) to commit to the
            shortfall from the Lender Increase Notices, then the Borrower will
            be deemed to have reduced the amount of its Commitment Increase
            Notice to the aggregate amount set forth in the Lender Increase
            Notices. Based upon (i) the Lender Increase Notices, (ii) any
            allocations made in connection therewith and (iii) if applicable,
            any notice regarding any Proposed New Lender, the Administrative
            Agent will notify the Borrower and the Lenders on or before the
            Business Day immediately prior to the proposed effective date of the
            amount of each Lender's and Proposed New Lenders' Commitment (the
            "Effective Commitment Amount") and the amount of the Aggregate
            Revolving Loan Commitment under this Agreement which amounts are
            effective on the following Business Day.

            Upon the effective date of any increase in the Aggregate Revolving
            Loan Commitment under this Agreement that is supported by a Proposed
            New Lender, such Proposed New Lender will be a party to this
            Agreement as a Lender, will have the rights and obligations of a
            Lender hereunder, and execute any document evidencing joinder in
            this Agreement as required by Administrative Agent. Nothing
            contained herein constitutes, or otherwise is, a commitment on the
            part of any Lender to increase its Commitment hereunder at any time.

            3.4.4. BUYING AND SELLING LENDERS. For purposes of this Section
            3.4.4, (A) the term "Buying Lender(s)" means (i) each Lender the
            Effective Commitment Amount of which is greater than its Commitment
            prior to the effective date of any increase in the Aggregate
            Revolving Loan Commitment under this Agreement, and (ii) each
            Proposed New Lender that is allocated an Effective Commitment Amount
            in connection with any Commitment Increase Notice, and (B) the term
            "Selling Lender(s)" shall mean each Lender whose Commitment under
            this Agreement is not being increased from that in effect prior to
            such increase in the Aggregate Revolving Loan Commitment under this
            Agreement. Effective on the effective date of any increase in the
            Aggregate Revolving Loan Commitment under this Agreement pursuant to
            Sections 3.4.1, 3.4.2 and 3.4.3 above, each Selling Lender hereby
            sells, grants, assigns and conveys to each Buying Lender, without
            recourse, warranty, or representation of any kind, except as
            specifically provided herein, an undivided percentage in such
            Selling Lender's right, title and interest in and to its outstanding
            Revolving Loans in the respective dollar amounts and percentages
            necessary so that, from and after such sale, each such Selling
            Lender's outstanding Revolving Loans shall equal such Selling
            Lender's Pro-Rata Share (calculated based upon the Effective
            Commitment Amounts) of the outstanding Revolving Loans under this
            Agreement. Effective on the effective

                                        6

<PAGE>
            date of the increase in the Aggregate Revolving Loan Commitment
            under this Agreement pursuant to Sections 3.4.1, 3.4.2, and 3.4.3
            above, each Buying Lender hereby purchases and accepts such grant,
            assignment and conveyance from the Selling Lenders. Each Buying
            Lender hereby agrees that its respective purchase price for the
            portion of the outstanding Revolving Loans purchased hereby shall
            equal the respective dollar amount necessary so that, from and after
            such payments, each Buying Lender's outstanding Revolving Loans
            shall equal such Buying Lender's Pro-Rata Share (calculated based
            upon the Effective Commitment Amounts) of the outstanding Revolving
            Loans under this Agreement. Such amount shall be payable on the
            effective date of the increase in the Aggregate Revolving Loan
            Commitment under this Agreement by wire transfer of immediately
            available funds to the Administrative Agent. The Administrative
            Agent, in turn, shall wire transfer any such funds received to the
            Selling Lenders, in same day funds, for the sole account of the
            Selling Lenders. Each Selling Lender hereby represents and warrants
            to each Buying Lender that such Selling Lender owns the Revolving
            Loans being sold and assigned hereby for its own account and has not
            sold, transferred or encumbered any or all of its interest in such
            Revolving Loans, except for participations which will be
            extinguished upon payment to Selling Lender of an amount equal to
            the portion of the outstanding Revolving Loans being sold by such
            Selling Lender. Each Buying Lender hereby acknowledges and agrees
            that, except for each Selling Lender's representations and
            warranties contained in the foregoing sentence, each such Buying
            Lender has entered into its Commitment and Acceptance with respect
            to such increase on the basis of its own independent investigation
            and has not relied upon, and will not rely upon, any explicit or
            implicit written or oral representation, warranty or other statement
            of the Lenders or the Administrative Agent concerning the
            authorization, execution, legality, validity, effectiveness,
            genuineness, enforceability or sufficiency of this Agreement or the
            other Loan Documents. The Borrower hereby agrees to compensate each
            Selling Lender for all losses, expenses and liabilities incurred by
            each Lender in connection with the sale and assignment of any
            Revolving Loan or Swingline Loan hereunder on the terms and in the
            manner as set forth in Section 19.4.

      3.5. SWINGLINE FACILITY.

            3.5.1. SWINGLINE LOANS. Upon receipt of a Loan Request Certificate
            as provided in Section 7.10, subject to the terms and conditions
            hereof and in reliance on the obligations of the Lenders to the
            Administrative Agent under this Agreement, Administrative Agent may,
            in its sole discretion, advance a swingline (the "Swingline") in the
            form of one or more swingline loans (each a "Swingline Loan") to the
            Borrower from time to time before the Revolving Loan Maturity Date
            on a revolving basis up to $5,000,000 in aggregate principal amount
            from time to time (the "Swingline Facility") only if the Swingline
            Loan Exposure will not as a result of such advance exceed the lesser
            of (i) $5,000,000 or (ii) the Maximum Available Amount. The
            Administrative Agent may make a Swingline Loan even if after making
            a Swingline Loan, the Administrative Agent's Pro-Rata Share of the
            sum of the Aggregate Revolving Loans, the Letter of Credit

                                        7

<PAGE>

            Exposure, and all outstanding Swingline Loans will exceed the
            Administrative Agent's Pro-Rata Share of the Aggregate Revolving
            Loan Commitment. Swingline Loans may be repaid and their principal
            amount reborrowed before the Revolving Loan Maturity Date, subject
            to the terms and conditions hereof. No more than five (5) Swingline
            Loans may be outstanding at any time.

            All Swingline Loans made by Administrative Agent under the Swingline
            Facility shall be evidenced by a Swingline Note of the Borrower (the
            "Swingline Note") payable to the order of Administrative Agent in
            the amount of its Swingline Facility. Without regard to the face
            principal amount of the Swingline Note, the actual principal amount
            at any time outstanding and owing by the Borrower on account thereof
            during the period ending on the Revolving Loan Maturity Date shall
            be the sum of all advances then or theretofore made thereon less all
            principal payments actually received thereon during such period.

            3.5.2. PRINCIPAL AND INTEREST ON SWINGLINE LOANS. Each Swingline
            Loan shall bear interest on the unpaid principal amount thereof from
            the date such Swingline Loan is made until paid in full at the
            Adjusted Base Rate. Borrower shall pay interest on each Swingline
            Loan monthly in arrears beginning on the first day of the first
            calendar month ending after the date Administrative Agent advances
            any Swingline Loan and continuing on the first day of each calendar
            month thereafter and on the Revolving Loan Maturity Date. Borrower
            shall repay the entire amount of any Swingline Loan as then
            outstanding on the earlier of demand therefor or the Revolving Loan
            Maturity Date. Upon the occurrence and during the continuance of an
            Event of Default, Default, or Existing Default hereunder all
            Swingline Loans shall bear interest at the rate specified in Section
            4.10.

            3.5.3. REFUNDING SWINGLINE LOANS. In its sole and absolute
            discretion, Administrative Agent may at any time, but no less
            frequently than once weekly, on behalf of the Borrower (which hereby
            irrevocably authorizes Administrative Agent to act on its behalf for
            such purpose), request each Lender by means of written or
            telegraphic notices to make a Revolving Loan in an amount
            proportionate to such Lender's Pro-Rata Share of the Aggregate
            Revolving Loan Commitment as applied to the amount of the Swingline
            Loans outstanding on the date such notice is given. Unless any of
            the conditions of this Section 3.5.3 are not fulfilled on such date,
            each Lender shall make the proceeds of its requested Loan available
            to Administrative Agent, in immediately available funds, at the
            principal office of Administrative Agent in Chicago, Illinois,
            before 2:00 p.m. (Local Time) on the Business Day such notice is
            given (provided that such notice is given by 12:00 p.m. Local Time).
            In the event the Administrative Agent does not provide notice to the
            Lenders by 12:00 p.m. Local Time, such notice from the
            Administrative Agent shall be deemed to have been received on the
            following Business Day. The proceeds of such Revolving Loans shall
            be immediately paid to the Administrative Agent and applied to repay
            the outstanding Swingline Loans.

                                        8

<PAGE>

                  3.5.3.1. If, prior to any Lender refunding a Swingline Loan
                  with a Revolving Loan pursuant to Section 3.5.3, one of the
                  events described in Section 17.1.8 has occurred, then, subject
                  to the provisions of Section 3.5.3.2 below, each Lender shall,
                  on the date such Revolving Loan was to have been made for the
                  benefit of the Borrower, purchase from the Administrative
                  Agent an undivided participation interest in the Swingline
                  Loan in an amount equal to its Pro-Rata Share of such
                  Swingline Loan. Upon request, each Lender shall promptly
                  transfer to the Administrative Agent, in immediately available
                  funds, the amount of its participation interest.

                  3.5.3.2. Each Lender's obligation to make Revolving Loans in
                  accordance with Section 3.5.3 and to purchase participation
                  interests in accordance with Section 3.5.3.1 shall be absolute
                  and unconditional and shall not be affected by any
                  circumstance, including (i) any setoff, counterclaim,
                  recoupment, defense or other right that such Lender may have
                  against the Administrative Agent, the Borrower or any other
                  Person for any reason whatsoever; (ii) the occurrence or
                  continuance of any Default or Event of Default; (iii) any
                  inability of the Borrower to satisfy the conditions precedent
                  to borrowing set forth in this Agreement at any time or (iv)
                  any other circumstance, happening or event whatsoever, whether
                  or not similar to any of the foregoing. If and to the extent
                  any Lender shall not have made the amount required pursuant to
                  Sections 3.5.3 or 3.5.3.1, as the case may be, available to
                  the Administrative Agent, as applicable, by 2:00 P.M., Local
                  Time on the Business Day on which such Lender receives notice
                  from the Administrative Agent of such payment or disbursement
                  (it being understood that any such notice received after 12:00
                  p.m. Local Time, on any Business Day shall be deemed to have
                  been received on the next following Business Day), such Lender
                  agrees to pay interest on such amount to the Administrative
                  Agent for the Administrative Agent's account forthwith on
                  demand, for each day from the date such amount was to have
                  been delivered to the Administrative Agent to the date such
                  amount is paid, at a rate per annum equal to (a) for the first
                  three days after demand, the Federal Funds Rate from time to
                  time in effect and (b) thereafter, the Base Rate from time to
                  time in effect.

      3.6. REDUCTIONS OF AGGREGATE REVOLVING LOAN COMMITMENT. The Borrower shall
      have the right at any time upon five (5) Business Days prior written
      notice to the Administrative Agent and the Lenders to reduce the Aggregate
      Revolving Loan Commitment in a minimum principal amount of $5,000,000.00
      or such greater amount which is an integral multiple of $1,000,000.00;
      provided, however, that the Borrower may not reduce the Aggregate
      Revolving Loan Commitment below the aggregate sum of outstanding Loan
      Obligations.

4. INTEREST.

                                        9

<PAGE>

      4.1. INTEREST ON DRAWS ON LETTERS OF CREDIT. The unreimbursed amount of
      each draw on a Letter of Credit shall bear interest at a rate per annum
      equal to the Adjusted Base Rate applicable to Revolving Loans.

      4.2. INTEREST ON AGGREGATE REVOLVING LOANS. Borrower may, as provided in
      Section 7, designate the whole of an Advance or any part of an Advance to
      be either a Base Rate Advance or a Eurodollar Advance; provided, however,
      during the existence of an Existing Default, Borrower may not designate an
      Advance or part of an Advance as a Eurodollar Advance. Each Base Rate
      Advance when made will become a Base Rate Loan, which shall bear interest
      at the Adjusted Base Rate. Each Eurodollar Advance when made will become a
      Eurodollar Loan, which shall bear interest at the Adjusted Eurodollar
      Rate. Borrower may also, as provided herein, convert some or all of a Base
      Rate Loan into a Eurodollar Loan and some or all of a Eurodollar Loan into
      a Base Rate Loan. For each Eurodollar Loan, Borrower shall select an
      Interest Period as provided in Section 4. A Eurodollar Loan shall bear
      interest at the Adjusted Eurodollar Rate throughout the applicable
      Interest Period designated by Borrower.

      4.3. ADJUSTED BASE RATE. The Adjusted Base Rate for any Base Rate Loan
      which is a Revolving Loan shall be the Base Rate plus the applicable Base
      Rate Margin determined from the table in Section 4.5.

      4.4. ADJUSTED EURODOLLAR RATE. The Adjusted Eurodollar Rate for any
      Eurodollar Loan which is a Revolving Loan shall be the Eurodollar Rate
      plus the applicable Eurodollar Margin determined from the table in Section
      4.5.

      4.5. BASE RATE MARGINS AND EURODOLLAR MARGINS. Commencing on the Effective
      Date, the Margins shall be determined as follows:

<TABLE>
<CAPTION>
  If the ratio of Borrower's Total
Indebtedness to EBITDA (for the four
  fiscal quarter period of Borrower       The Base Rate        The Eurodollar
      most recently ended) is:              Margin is:           Margin is:
<S>                                       <C>                  <C>
      Greater than or equal to                0.00%                 2.00%
              2.00 to 1

Less than 2.00 to 1 and greater than          0.00%                 1.75%
             or equal to
              1.50 to 1

Less than 1.50 to 1 and greater than          0.00%                 1.50%
             or equal to
              1.00 to 1

         Less than 1.00 to 1                  0.00%                 1.25%
</TABLE>

      The ratio of Borrower's Total Indebtedness to EBITDA (for the four fiscal
      quarter period of Borrower most recently ended) on a pro forma basis as of
      the Effective Date (after consummation of the transactions contemplated
      hereby, the initial Revolving Loan Advance, and the payment of all fees
      and expenses hereunder) is 1.26 to 1. Thereafter,

                                       10

<PAGE>

      the applicable Margins shall be re-determined by Administrative Agent
      promptly after each delivery by Borrower to Administrative Agent of
      Borrower's Financial Statements (and accompanying Compliance Certificate)
      as required in Section 14.14.2, and will become applicable on the third
      Business Day following the day when Borrower delivers such Financial
      Statements (and accompanying Compliance Certificate) to Administrative
      Agent.

      4.6. CONVERSION OF LOANS. Borrower may (i) as of any Business Day convert
      some or all of a Base Rate Loan to a Eurodollar Loan, or (ii) at the end
      of any Interest Period of a Eurodollar Loan, continue the Loan as a
      Eurodollar Loan for an additional Interest Period or convert some or all
      of such Eurodollar Loan to a Base Rate Loan; provided however, that if
      there is an Existing Default, Borrower may not convert a Base Rate Loan to
      a Eurodollar Loan or continue a Eurodollar Loan for an additional Interest
      Period. To cause any conversion or continuation, Borrower shall give
      Administrative Agent, prior to 11:00 a.m. Local Time three Business Days
      prior to the date the conversion or continuation is to be effective, a
      written request (which may be mailed, personally delivered or telecopied
      as provided in Section 21.1) (i) specifying whether a conversion or
      continuation is requested, (ii) in the case of a conversion, specifying
      the amount to be converted and whether it is to be a Eurodollar Loan or a
      Base Rate Loan upon the conversion, and (iii) in the case of any
      conversion to or continuation of a Eurodollar Loan, specifying the
      Interest Period therefor. If such notice is not given prior to 11:00 a.m.
      Local Time on the third Business Day preceding the last day of the
      Interest Period of a Eurodollar Loan, then Borrower shall be deemed to
      have timely given a notice to Administrative Agent requesting to convert
      all of such Eurodollar Loan to a Base Rate Loan. In the case of a
      Eurodollar Loan, any conversion or continuation shall become effective
      only on the day following the last day of the current Interest Period.

      4.7. INTEREST PERIODS FOR EURODOLLAR LOANS. For each Eurodollar Loan
      Borrower shall select an Interest Period that is either one month, two
      months, three months or six months; provided that:

            4.7.1. every such Interest Period for a Eurodollar Advance shall
            commence on the date of the Advance or on the date of the conversion
            or continuation of any Loan as a Eurodollar Loan;

            4.7.2. if any Interest Period would otherwise expire on a day of a
            calendar month which is not a Business Day, then such Interest
            Period shall expire on the next succeeding Business Day in that
            calendar month; provided, however, that if the next succeeding
            Business Day would be in the following calendar month, it shall
            expire on the first preceding Business Day;

            4.7.3. any Interest Period that begins on the last Business Day of a
            calendar month (or on a day for which there is no numerically
            corresponding day in the calendar month at the end of such Interest
            Period) shall end on the last Business Day of the calendar month at
            the end of such Interest Period; and

                                       11

<PAGE>

            4.7.4. no Interest Period for a Eurodollar Loan that is part of the
            Aggregate Revolving Loan shall extend beyond the Revolving Loan
            Maturity Date.

      4.8. TIME OF ACCRUAL. Interest shall accrue on all principal amounts
      outstanding from the date when first outstanding to the date when no
      longer outstanding. Amounts shall be deemed outstanding until payments are
      applied thereto as provided herein.

      4.9. COMPUTATION. Interest shall be computed for the actual days elapsed
      over a year deemed to consist of 360 days. Interest rates that are based
      on the Base Rate shall change simultaneously with any change in the Base
      Rate and shall be effective for the entire day on which such change
      becomes effective. The Base Rate will be determined by Administrative
      Agent before the initial Advances on the Effective Date and on each
      Business Day thereafter when the Base Rate changes.

      4.10. RATE AFTER MATURITY. Borrower shall pay interest on the Aggregate
      Revolving Loans and any Obligations with respect to Letters of Credit
      after their Maturity, and, at the option of Administrative Agent, on the
      Aggregate Revolving Loans and on the other Loan Obligations after the
      occurrence of an Event of Default, at a rate per annum of two percent
      (2.0%) plus the interest rate otherwise applicable thereto.

5. FEES.

      5.1. AMENDMENT FEE. On the Effective Date, Borrower shall pay to
      Administrative Agent, on behalf of each Lender, a fee equal to five (5)
      basis points of each Lender's Pro-Rata Share of the Aggregate Revolving
      Loan Commitment.

      5.2. REVOLVING LOAN UNUSED FEE. Borrower shall pay to Administrative Agent
      for the account of Lenders a non-refundable, recurring Revolving Loan
      Unused Fee calculated by applying the daily equivalent of an annual Unused
      Fee Rate (computed for the actual number of days over a year deemed to
      consist of 360 days) to the Unused Revolving Loan Commitment on each day
      during the period from the Effective Date to the Revolving Loan Maturity
      Date. The Unused Revolving Loan Commitment on any day shall be the
      difference between (i) the amount of the Aggregate Revolving Loan
      Commitment and (ii) the sum of (a) the Aggregate Revolving Loan, (b) the
      aggregate undrawn amount of outstanding Letters of Credit, and (c) the
      total of all amounts drawn on outstanding Letters of Credit but not
      reimbursed to Letter of Credit Issuer by Borrower as of the close of
      business on such day. The Revolving Loan Unused Fee shall be payable
      quarterly in arrears commencing on the last day of the first calendar
      quarter ending after the Effective Date and continuing on the last day of
      each calendar quarter thereafter and on the Revolving Loan Maturity Date.
      The annual Unused Fee Rate shall be 0.250%.

      5.3. LETTER OF CREDIT FEE. Borrower shall pay to Administrative Agent for
      the account of Letter of Credit Issuer and each other Lender with a
      Revolving Loan Commitment, a non-refundable recurring Letter of Credit Fee
      for each Letter of Credit issued by Letter of Credit Issuer. The Letter of
      Credit Fee for any Letter of Credit shall be an amount equal to the
      aggregate undrawn amount of such Letter of Credit multiplied

                                       12

<PAGE>

      by the Eurodollar Margin in effect on the date such Letter of Credit is
      issued. The Letter of Credit Fee for each Letter of Credit shall be
      payable in advance upon its issuance and quarterly thereafter on the last
      Business Day of each calendar quarter thereafter while such Letter of
      Credit is outstanding.

      5.4. LETTER OF CREDIT FRONTING FEE. Borrower shall pay to Letter of Credit
      Issuer a non-refundable, one-time Fronting Fee equal to 0.125% of the face
      amount of each Letter of Credit issued by Letter of Credit Issuer. The
      Fronting Fee due for any Letter of Credit shall be payable in advance on
      the issuance date of such Letter of Credit.

      5.5. OTHER LETTER OF CREDIT FEES. Borrower shall pay to Letter of Credit
      Issuer such Letter of Credit Issuer's other customary fees for issuance,
      amendment, or renewal of a Letter of Credit and, as Letter of Credit
      Issuer and Borrower may agree with respect to each Letter of Credit, for
      each negotiation of a draft drawn under such Letter of Credit.

      5.6. ADMINISTRATIVE AGENT'S FEES. Borrower shall pay to Administrative
      Agent, and solely for the account of Administrative Agent, an annual
      non-refundable Agency Fee in the amount as set forth in the Agency Fee
      Letter together with any other fee payable solely for the account of
      Administrative Agent as set forth therein. The Agency Fee for the first
      twelve (12) months shall be paid on or before the Effective Date, and an
      annual Agency Fee payment shall thereafter be made to Administrative Agent
      on each anniversary date of the Effective Date.

      5.7. CALCULATION OF FEES. All of the foregoing fees and all other fees
      payable to Administrative Agent or any Lender that are based on an annual
      percentage shall be calculated on the basis of a year deemed to consist of
      360 days and for the actual number of days elapsed.

6. PAYMENTS.

      6.1. SCHEDULED PAYMENTS ON AGGREGATE REVOLVING LOAN.

            6.1.1. INTEREST. Borrower shall pay interest accrued on each Base
            Rate Loan included in the Aggregate Revolving Loan monthly in
            arrears beginning on the first day of the first calendar month
            ending after the Effective Date and continuing on the first day of
            each calendar month thereafter, and on the Revolving Loan Maturity
            Date. Borrower shall pay interest accrued on each Eurodollar Loan
            included in the Aggregate Revolving Loan at the end of its Interest
            Period, and in addition, for each such Eurodollar Loan with an
            Interest Period longer than 90 days, Borrower shall pay interest
            accrued thereon on each day that would have been the end of an
            Interest Period with respect to such Eurodollar Loan had successive
            Interest Periods of 90 days' duration been applicable to such
            Eurodollar Loan. Borrower shall pay interest accrued on each
            Revolving Loan after the Revolving Loan Maturity Date on demand.

            6.1.2. PRINCIPAL. Borrower shall repay the entire amount of the
            Aggregate Revolving Loan as then outstanding on the Revolving Loan
            Maturity Date.

                                       13

<PAGE>

      6.2. INTENTIONALLY DELETED.

      6.3. PREPAYMENTS.

            6.3.1. VOLUNTARY PREPAYMENTS. Subject to the limitations in the
            following sentences, Borrower may wholly prepay any Base Rate Loan
            or Eurodollar Loan that is included in the Aggregate Revolving Loan,
            at any time and may make a partial prepayment thereon from time to
            time, without payment of a premium. Notwithstanding the foregoing,
            no partial or entire prepayment may be made hereunder unless (i)
            Borrower gives Administrative Agent written notice (which may be
            mailed, personally delivered or telecopied as provided in Section
            21.1) or telephonic notice (promptly confirmed in writing in the
            manner provided in Section 21.1) of Borrower's intention to make
            such prepayment at least one Business Day prior to tendering such
            prepayment, (ii) the total amount of such prepayment is a whole
            multiple of $1,000.00 (iii) Borrower pays any accrued interest on
            the amount prepaid at the time of such prepayment and (iv) Borrower
            pays any amount that is due under Section 19.4 as a consequence of
            the prepayment. Voluntary prepayments described in this Section
            6.3.1, unless otherwise expressly stated in writing by Borrower to
            Administrative Agent prior to the making of such prepayment, shall
            be deemed made on the Base Rate Loans included in the Aggregate
            Revolving Loan until they are reduced to zero, and then to the
            Eurodollar Loans included in the Aggregate Revolving Loan (and all
            compensation due pursuant to Section 19.4 in connection therewith)
            until they are reduced to zero, and will be applied by Lenders to
            reduce the Revolving Loans in accordance with their respective
            Pro-Rata Shares of the Aggregate Revolving Loan Commitment.

            6.3.2. MANDATORY PREPAYMENTS WHEN OVER-ADVANCES EXIST. If at any
            time the sum of the Aggregate Revolving Loan, the Swingline Loan
            Exposure and the Letter of Credit Exposure exceeds the Aggregate
            Revolving Loan Commitment, whether as a result of optional Revolving
            Loan Advances by Lenders as contemplated by Section 3.1.2 or
            otherwise, Borrower shall on demand make a payment in the amount of
            the excess to Administrative Agent for the account of Lenders on the
            Aggregate Revolving Loan. Each such prepayment will be applied by
            Administrative Agent and Lenders first to reduce the Base Rate Loans
            that are included in the Aggregate Revolving Loan (and consequently
            a ratable portion of each Lender's Revolving Loan) until they are
            reduced to zero and then to reduce the Eurodollar Loans that are
            included in the Aggregate Revolving Loan (and consequently a ratable
            portion of each Lender's Revolving Loan). In the case of such a
            prepayment, Borrower will pay any accrued interest on the amount
            prepaid at the time of such prepayment, and Borrower will pay any
            amount that is due under Section 19.4 as a consequence of the
            prepayment.

      6.4. REIMBURSEMENT OBLIGATIONS OF BORROWER. Borrower hereby
      unconditionally agrees to immediately pay to Letter of Credit Issuer on
      demand at the Letter of Credit Issuer's Applicable Lending Office all
      amounts required to pay all drafts drawn under Letters of Credit issued
      for the account of Borrower and all reasonable expenses incurred

                                       14

<PAGE>

      by Letter of Credit Issuer in connection with such Letters of Credit and
      in any event and without demand to remit to Letter of Credit Issuer (which
      may be through obtaining Revolving Advances if permitted under Section
      3.1.2) sufficient funds to pay all debts and liabilities arising under any
      Letter of Credit issued for the account of Borrower.

      6.5. MANNER OF PAYMENTS AND TIMING OF APPLICATION OF PAYMENTS.

            6.5.1. PAYMENT REQUIREMENT. Unless expressly provided to the
            contrary elsewhere herein, Borrower shall make each payment on the
            Loan Obligations to Administrative Agent for the account of Lenders
            as required under the Loan Documents at the Applicable Lending
            Office of the Administrative Agent on the date when due, without
            deduction, setoff or counterclaim. All such payments will be
            distributed by Administrative Agent to Lenders as provided in
            Section 18.10 for application to the Loan Obligations as provided
            herein.

            6.5.2. APPLICATION OF PAYMENTS AND PROCEEDS. All payments received
            by Administrative Agent in immediately available funds at or before
            3:00 p.m. (Local Time) on a Business Day will be distributed by
            Administrative Agent to Lenders as provided in Section 18.10 on the
            same Business Day. Such payments received on a day that is not a
            Business Day or after 3:00 p.m. (Local Time) on a Business Day will
            be distributed by Administrative Agent to Lenders as provided in
            Section 18.10 on the next Business Day. The amount so distributed to
            a Lender will be applied by such Lender to the relevant Loan
            Obligation on the Business Day when received.

            6.5.3. INTEREST CALCULATION. Section 6.5.2 notwithstanding, for
            purposes of interest calculation only, (i) a payment by check,
            draft, cash, by wire transfer, or other instrument received at or
            before 3:00 p.m. (Local Time) on a Business Day shall be deemed to
            have been applied to the relevant Loan Obligation on the Business
            Day when it is received, (ii) a payment by check, draft, cash, by
            wire transfer, or other instrument received on a day that is not a
            Business Day or after 3:00 p.m. on a Business Day shall be deemed to
            have been applied to the relevant Loan Obligation on the next
            Business Day.

      6.6. RETURNED INSTRUMENTS. If a payment is made by check, draft or other
      instrument and the check, draft or other instrument is returned unpaid,
      any application of the payment to the Loan Obligations will be reversed
      and will be treated as never having been made.

      6.7. COMPELLED RETURN OF PAYMENTS OR PROCEEDS. If Administrative Agent or
      any Lender is for any reason compelled to surrender any payment or any
      proceeds of the Collateral because such payment or the application of such
      proceeds is for any reason invalidated, declared fraudulent, set aside, or
      determined to be void or voidable as a preference, an impermissible
      setoff, or a diversion of trust funds, then this Agreement and the Loan
      Obligations to which such payment or proceeds was applied or intended to
      be applied shall be revived as if such application was never made; and
      Borrower shall be liable to pay to Administrative Agent or such Lender,
      and shall indemnify Administrative

                                       15

<PAGE>

      Agent or such Lender for and hold Administrative Agent or such Lender
      harmless from any loss with respect to, the amount of such payment or
      proceeds surrendered. This Section shall be effective notwithstanding any
      contrary action that Administrative Agent or such Lender may take in
      reliance upon its receipt of any such payment or proceeds. Any such
      contrary action so taken by Administrative Agent or such Lender shall be
      without prejudice to Administrative Agent's or such Lender's rights under
      this Agreement and shall be deemed to have been conditioned upon the
      application of such payment or proceeds having become final and
      indefeasible. The provisions of this Section shall survive termination of
      the Commitments, the expiration of the Letters of Credit and the
      indefeasible full payment and satisfaction of all of the Loan Obligations.

      6.8. DUE DATES NOT ON BUSINESS DAYS. If any payment required hereunder
      becomes due on a date that is not a Business Day, then such due date shall
      be deemed automatically extended to the next Business Day, and, in the
      case of principal, additional interest shall accrue and be payable for the
      period of any such extension.

7. PROCEDURE FOR OBTAINING ADVANCES AND LETTERS OF CREDIT.

      7.1. INITIAL ADVANCE. Provided that all conditions thereto hereunder are
      satisfied and subject to the limitations contained herein, Lenders will
      fund and Administrative Agent will make the initial Revolving Loan Advance
      on the Effective Date as directed by Borrower in a written direction
      delivered to Administrative Agent. The manner of disbursement shall be
      subject to Lenders' approval.

      7.2. SUBSEQUENT LOAN ADVANCES.

            7.2.1. BORROWER REQUESTS. From and after the Effective Date,
            Borrower may request Revolving Loan Advances from time to time, but
            not more often than once each Business Day, by submitting a request
            therefor to Administrative Agent as provided in Section 7.10.
            Administrative Agent may treat every request for an Advance as a
            request for a Base Rate Advance if Borrower does not specify that
            such Advance is to be a Eurodollar Advance in Borrower's request for
            an Advance. Every request for an Advance shall be irrevocable. A
            request for an Advance received by Administrative Agent on a day
            that is not a Business Day or that is received by Administrative
            Agent after 12:00 noon (Local Time) on a Business Day shall be
            treated as having been received by Administrative Agent prior 12:00
            noon (Local Time) on the next Business Day.

            7.2.2. ADMINISTRATIVE AGENT'S RIGHT TO MAKE OTHER REVOLVING LOAN
            ADVANCES.

                  7.2.2.1. PAYMENT OF LOAN OBLIGATIONS. If Borrower has failed
                  to timely pay any of the Loan Obligations, Administrative
                  Agent shall have the right to make Revolving Loan Advances at
                  any time and from time to time to cause timely payment of any
                  of the Loan Obligations. Administrative Agent may select the
                  Advance Date for any such Revolving Loan Advance, but such
                  Advance Date may only be a Business

                                       16

<PAGE>

                  Day. Administrative Agent will give notice to Borrower after
                  any such Revolving Loan Advance is made. Any such Revolving
                  Loan Advance will be a Base Rate Advance.

                  7.2.2.2. PAYMENTS TO OTHER CREDITORS. If Administrative Agent
                  becomes obligated to reimburse or pay to any creditor of
                  Borrower any amount in order to (i) obtain a release of such
                  creditor's Security Interest in any of the Collateral, or (ii)
                  otherwise satisfy an Obligation of Borrower to such creditor
                  to the extent not indefeasibly satisfied by the initial
                  Advance, and (a) an Event of Default has occurred and is
                  continuing and (b) there is not a good faith dispute as to the
                  obligation to such creditor, or there is a good faith dispute
                  and Borrower has failed to establish appropriate reserves
                  adequate to pay such items in accordance with GAAP, then
                  Administrative Agent shall have the right to make Revolving
                  Loan Advances for that purpose. Administrative Agent may
                  select the Advance Date for any such Advance, but such Advance
                  Date may only be a Business Day. Administrative Agent will
                  give notice to Borrower after any such Revolving Loan Advance
                  is made. Any such Revolving Loan Advance will be a Base Rate
                  Advance.

      7.3. LETTERS OF CREDIT. Borrower may request the issuance of a Letter of
      Credit by submitting an issuance request to Letter of Credit Issuer
      pursuant to the Letter of Credit Agreement required under Section 11 no
      less than five Business Days prior to the requested issue date for such
      Letter of Credit.

      7.4. FUNDINGS.

            7.4.1. REVOLVING ADVANCES. Not later than 1:00 p.m. (Local Time) on
            each Advance Date for an Advance, Administrative Agent shall
            promptly notify each Lender of the amount of the Advance to be made
            on that Advance Date. Each Lender shall make immediately available
            to Administrative Agent by 3:00 p.m. (Local Time) on the Advance
            Date funds consisting solely of Dollars in the amount of its
            Pro-Rata Share of such Advance, in accordance with such remittance
            instructions as may be given by Administrative Agent to Lenders from
            time to time.

            7.4.2. DRAWS ON LETTERS OF CREDIT. In the event that a draw is made
            on a Letter of Credit and Borrower does not reimburse the amount of
            such draw in full to Letter of Credit Issuer immediately on demand,
            Letter of Credit Issuer shall promptly notify Administrative Agent
            of such failure. Upon Administrative Agent's receipt of such notice
            from Letter of Credit Issuer, Administrative Agent may notify each
            Lender thereof and shall have the right to cause a Revolving Loan
            Advance to be made, regardless whether such Revolving Loan Advance
            would exceed the Maximum Available Amount, by notifying each Lender
            of the draw, the amount of the Revolving Loan Advance required to
            fund reimbursement of such draw, and the amount of such Lender's
            ratable share of such Revolving Loan Advance. The Advance Date and
            time for such Revolving Loan Advance

                                       17

<PAGE>

            shall not be later than 1:00 p.m. (Local Time) on the first Business
            Day following Administrative Agent's delivery of such notice to
            Lenders. By no later than such Advance Date and time, each Lender
            shall make immediately available to Administrative Agent funds
            consisting solely of Dollars in the amount of its Pro-Rata Share of
            such Revolving Loan Advance, rounded to the nearest penny, in
            accordance with such remittance instructions as may be given by
            Administrative Agent to each Lender from time to time. Each
            Revolving Loan Advance made by Administrative Agent pursuant to this
            Section 7.4.2 shall be deemed to be a Base Rate Advance.

            7.4.3. ALL FUNDINGS RATABLE. All fundings of Advances shall be made
            by Lenders as provided herein in accordance with their Pro-Rata
            Shares of the Aggregate Revolving Loan Commitment. Except as
            otherwise expressly provided herein, a Lender shall not be obligated
            to fund Revolving Loan Advances that would result in the sum of (a)
            such Lender's Revolving Loan, plus (b) such Lender's Pro-Rata Share
            of the Letter of Credit Exposure exceeding its Revolving Loan
            Commitment, or make available any more than its Pro-Rata Share of
            any Advance.

      7.5. ADMINISTRATIVE AGENT'S AVAILABILITY ASSUMPTION.

            7.5.1. ASSUMPTION AS TO LENDERS. Unless Administrative Agent has
            been given written notice by a Lender prior to an Advance Date that
            such Lender does not intend to make immediately available to
            Administrative Agent such Lender's Pro-Rata Share of the Advance
            which Administrative Agent will be obligated to make on the Advance
            Date, Administrative Agent may assume that such Lender has made the
            required amount available to Administrative Agent on the Advance
            Date and Administrative Agent may, in reliance upon such assumption,
            make available to Borrower a corresponding amount. If such
            corresponding amount is not in fact made immediately available to
            Administrative Agent by such Lender on the Advance Date,
            Administrative Agent shall be entitled to recover such corresponding
            amount on demand from such Lender. If such Lender does not pay such
            corresponding amount immediately upon Administrative Agent's demand
            therefor, then Administrative Agent shall promptly notify Borrower
            and the other Lenders, and Borrower shall pay such corresponding
            amount to Administrative Agent within two (2) Business Days of the
            date of delivery of such notice by Administrative Agent.
            Administrative Agent shall also be entitled to recover, either from
            such defaulting Lender (a Defaulting Lender) or Borrower, interest
            on such corresponding amount for each day from the date such
            corresponding amount was made available by Administrative Agent to
            Borrower to the date such corresponding amount is recovered by
            Administrative Agent, at a rate per annum equal to (i) if paid by
            such Lender, the cost to Administrative Agent of funding such amount
            at the Federal Funds Rate, or (ii) if paid by Borrower, the
            applicable rate for the Advance in question determined from the
            request therefor. Each Lender shall be obligated only to fund its
            Pro-Rata Share of an Advance subject to the terms and conditions
            hereof, regardless of the failure of another Lender to fund its
            Pro-Rata Share thereof. In addition, the failure of any Lender to
            pay its

                                       18

<PAGE>

            Pro-Rata Share of any such Advance shall cause such Lender to be a
            Defaulting Lender and such Defaulting Lender shall, until such
            amount is paid to Administrative Agent (with interest at the Federal
            Funds Rate), (a) permit Administrative Agent the unconditional and
            irrevocable right of setoff against any amounts (including, without
            limitation, payments of principal, interest, and fees, as well as
            indemnity payments) received by Administrative Agent hereunder for
            the benefit of any such Defaulting Lender, and (b) if such failure
            to pay shall continue for a period of two Business Days, result in
            any such Defaulting Lender forfeiting any right to vote on any
            matter that the Required Lenders or all Lenders are permitted to
            vote for hereunder (and the calculation of Required Lenders shall
            exclude such Defaulting Lender's interest in the Lenders' Exposure);
            provided, however, once such a failure is cured, then such Lender
            shall, subsequent thereto, have all rights hereunder; provided,
            further, however, if any Lender shall fail to make such a payment
            within the two Business Day period specified in clause (b) above
            (other than by reason of events beyond the reasonable control of
            such Lender) two or more times during the term hereof, such Lender
            shall permanently forfeit its right to vote hereunder (and the
            calculation of Required Lenders shall exclude such Defaulting
            Lender's interest in the Lenders' Exposure).

            7.5.2. ASSUMPTION AS TO BORROWER. Unless Administrative Agent has
            been given written notice by Borrower prior to the date any payment
            to be made by it is due, that it does not intend to remit such
            payment, Administrative Agent may assume that the Borrower has
            timely remitted such payment and Administrative Agent may, in
            reliance upon such assumption, make available a corresponding amount
            or pro-rata portion thereof to the Persons entitled thereto. If such
            payment was not in fact remitted to the Administrative Agent in
            immediately available funds, then, each Lender shall immediately on
            demand repay to Administrative Agent the corresponding amount or
            pro-rata portion thereof made available to such Lender, together
            with interest thereon in respect of each day from the date such
            amount was made available by Administrative Agent to such Lender to
            the date such amount is repaid to Administrative Agent, at the
            Federal Funds Rate.

      7.6. DISBURSEMENT. Provided that all conditions precedent herein to a
      requested Advance have been satisfied, Administrative Agent will make the
      amount of such requested Advance available to Borrower on the applicable
      Advance Date in immediately available funds in Dollars at Administrative
      Agent's Applicable Lending Office.

      7.7. RESTRICTIONS ON ADVANCES. No Advance will be made unless it is a
      whole multiple of $1,000.00 and not less than $100,000.00 in the case of a
      Eurodollar Advance, or a whole multiple of $1,000.00 and not less than
      $50,000.00 in the case of a Base Rate Advance. No more than one Revolving
      Loan Advance will be made on any one day pursuant to a request for a
      Revolving Loan Advance. Advances will only be made for the purposes
      permitted in Section 14.1. No Eurodollar Advance will be made so long as
      there is any Existing Default.

                                       19

<PAGE>

      7.8. RESTRICTION ON NUMBER OF EURODOLLAR LOANS. No more than five (5)
      Eurodollar Loans with different Interest Periods may be outstanding at any
      one time.

      7.9. EACH ADVANCE REQUEST AND LETTER OF CREDIT REQUEST A CERTIFICATION.
      Each submittal of a request for an Advance and each submittal of a request
      for the issuance of a Letter of Credit by a Borrowing Officer shall
      constitute a certification by Borrower that (i) there is no Existing
      Default, (ii) all conditions precedent hereunder to the making of the
      requested Advance or issuance of the requested Letter of Credit have been
      satisfied, and (iii) the Representations and Warranties are then true in
      all material respects, with such exceptions as have been disclosed to
      Lenders in writing by Borrower or a Guarantor from time to time and are
      satisfactory to Lenders, and will be true on the Advance Date or issuance
      date, as applicable, as if then made with such exceptions.

      7.10. REQUIREMENTS FOR EVERY ADVANCE REQUEST. Only a Loan Request
      Certificate (which shall be in writing in the form attached hereto as
      Exhibit 7.10 and mailed, personally delivered or telecopied as provided in
      Section 21.1) from a Borrowing Officer to Administrative Agent that
      specifies the amount of the Advance to be made, the Advance Date for the
      requested Advance, the portion of the Advance which is requested to be a
      Eurodollar Advance and the portion of the Advance which is requested to be
      a Base Rate Advance, and the Interest Period to be applicable to the
      Eurodollar Loan that will result from a requested Eurodollar Advance,
      shall be treated as a request for an Advance. No Advance Date for any
      requested Advance may be other than a Business Day. A request for a
      Eurodollar Advance must be given prior to 11:00 a.m., Local Time, at least
      three (3) Business Days prior to the Advance Date for such Eurodollar
      Advance. A request for a Base Rate Advance must be given prior to 11:00
      a.m., Local Time, on the Advance Date for such Base Rate Advance.

      7.11. REQUIREMENTS FOR EVERY LETTER OF CREDIT REQUEST. Only a written
      request (which may be mailed, personally delivered or telecopied as
      provided in Section 21.1) from a Borrowing Officer to Administrative Agent
      or an electronic initiation over an online service provided by Letter of
      Credit Issuer that specifies the amount, requested issue date (which shall
      be a Business Day and in no event later than twenty-five days before the
      Revolving Loan Maturity Date) and beneficiary of the requested Letter of
      Credit and other information necessary for its issuance shall be treated
      as a request for issuance of a Letter of Credit. The form of Letter of
      Credit application submitted by Borrower shall be in the form required by
      the Letter of Credit Agreement.

      7.12. EXONERATION OF ADMINISTRATIVE AGENT AND LENDERS. Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower
      for treating a request that meets the express requirements of Section 7.10
      or Section 7.11 as a request for an Advance or issuance of a Letter of
      Credit, as applicable, if Administrative Agent believes in good faith that
      the Person making the request is a Borrowing Officer or if, in the case of
      a request for a Letter of Credit, it is electronically initiated. Neither
      Administrative Agent nor any Lender shall incur any liability to Borrower
      for failing to treat any such request as a request for an Advance or
      issuance of a Letter of Credit, as applicable, if Administrative Agent
      believes in good faith that the Person making the request is not a
      Borrowing Officer.

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8. SECURITY AND GUARANTIES. As security for the payment and performance of the
Loan Obligations, and also as security for the payment and performance of all
Obligations to Administrative Agent, Borrower has executed and delivered, or has
caused to be executed and delivered, the Existing Loan Documents, which continue
in existence in full force and effect and which are enforceable in accordance
with their terms and Borrower shall on the Execution Date execute and deliver,
or cause to be executed and delivered, to Administrative Agent the following
documents as may be required by Administrative Agent in its sole discretion and
each satisfactory to Administrative Agent:

      8.1. SECURITY AGREEMENTS. Security agreements granting to Administrative
      Agent for the benefit of Lenders a first priority Security Interest under
      the UCC in all of the Goods, Equipment, Accounts, Inventory, Instruments,
      Documents, Chattel Paper, General Intangibles and other personal property
      of each Covered Person and every Subsidiary of each Covered Person,
      whether now owned or hereafter acquired, and all proceeds thereof, subject
      only to Permitted Security Interests affecting such property.

      8.2. PLEDGE AGREEMENTS. Stock pledge agreements and membership pledge
      agreements granting to Administrative Agent for the benefit of Lenders a
      first priority Security Interest in all of each Covered Person's interest
      in the capital stock, membership interests, and other securities (and all
      options and warrants therefor) of every Subsidiary of every Covered
      Person, now or hereafter issued and outstanding, and all proceeds thereof.

      8.3. COLLATERAL ASSIGNMENTS. The following collateral assignments from
      each Covered Person, each subject to no other Security Interests except
      existing Permitted Security Interests affecting the item assigned.

            8.3.1. INTELLECTUAL PROPERTY ASSIGNMENTS. One or more assignments
            assigning to Administrative Agent for the benefit of Lenders a
            Security Interest in all the Intellectual Property of such Covered
            Person described in Section 12.30.4 to the Disclosure Schedule.

            8.3.2. ACQUISITION DOCUMENTS ASSIGNMENT. An assignment assigning to
            Administrative Agent for the benefit of Lenders all of Borrower's
            rights and interest under the Acquisition Documents for any Approved
            Acquisition.

            8.3.3. LEASE ASSIGNMENTS. One or more assignments assigning to
            Administrative Agent for the benefit of Lenders a Security Interest
            in the leasehold estate(s) of such Covered Persons described in
            Section 12.29 to the Disclosure Schedule as may be requested by
            Administrative Agent in its sole discretion, including
            acknowledgement of such collateral assignment by the applicable
            landlord.

      8.4. GUARANTIES. Unconditional guaranties of the Loan Obligations to
      Administrative Agent for the benefit of Lenders of each Covered Person and
      every Subsidiary of each Covered Person.

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      8.5. ADDITIONAL SUBSIDIARIES. As further security for the payment and
      performance of the Loan Obligations, if any Subsidiary of any Covered
      Person is acquired or organized after the Execution Date, Borrower shall
      (i) execute and deliver or cause to be executed and delivered by the
      applicable Covered Person, a pledge agreement granting to Administrative
      Agent for the benefit of Lenders a first priority Security Interest in all
      of such Covered Person's interest in the voting capital stock, securities,
      membership interests or other equity interests, as applicable (and all
      options and warrants therefor), of any such later acquired or organized
      Subsidiary, now or hereafter issued and outstanding, and all proceeds
      thereof and a security agreement granting to Administrative Agent for the
      benefit of Lenders a first priority Security Interest under the UCC in all
      of the Goods, Equipment, Accounts, Inventory, Instruments, Documents,
      Chattel Paper, General Intangibles and other personal property of such
      Covered Person, and (ii) cause to be executed and delivered to
      Administrative Agent by every such later acquired or organized Subsidiary
      of any Covered Person (which may only be acquired or organized if
      permitted elsewhere in this Agreement) an unconditional guaranty of the
      Loan Obligations or, at the option of Administrative Agent in
      Administrative Agent's absolute discretion, a joinder agreement in which
      such Subsidiary becomes a Borrower under this Agreement and assumes
      primary, joint and several liability for the Loan Obligations, and a
      security agreement (as described in Section 8.1) and other appropriate
      security documents, each in form satisfactory to Lenders.

      Administrative Agent may, either before or after an Event of Default, but
      only with the consent or at the direction of Required Lenders, granted or
      withheld in their absolute discretion, exchange, waive or release the
      Security Interests in any of the Collateral or permit Borrower to
      substitute any real or personal property for any of the Collateral without
      affecting the Loan Obligations or Administrative Agent's right to take any
      other action with respect to any other Collateral, provided, however, that
      Administrative Agent may, in its absolute discretion and without the
      consent of any Lender, do or permit Borrower to do any of the foregoing
      with respect to Collateral or other property that has an aggregate fair
      market value that does not exceed $100,000.00, or in the event that the
      disposal of such Collateral is permitted under Section 15.9 or upon the
      indefeasible payment in full of all of the Loan Obligations, the
      expiration or termination of all Letters of Credit and reduction of the
      Letter of Credit Exposure to zero, and the termination of the Commitments.

9. POWER OF ATTORNEY. Borrower hereby authorizes Administrative Agent and
irrevocably appoints Administrative Agent (acting by any of its officers) as
Borrower's agent and attorney-in-fact (which appointment is coupled with an
interest and is therefore irrevocable) to do any of the following until all of
the Loan Obligations are fully and indefeasibly paid and satisfied, there are no
Letters of Credit outstanding and the Letter of Credit Exposure is irreversibly
zero, and the Commitments are terminated:

      9.1. At any time while there exists an Event of Default that has not been
      cured or waived in writing by Lenders, (i) demand payment of any Account;
      (ii) enforce payment of any Account by legal proceedings or otherwise;
      (iii) exercise all of Borrower's rights and remedies in proceedings
      brought to collect any Account; (iv) sell or assign any Account upon such
      terms, for such amount and at such time or times as Administrative

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      Agent deems advisable; (v) settle, adjust, compromise, extend or renew any
      Account; (vi) discharge and release any Account; (vii) prepare, file and
      sign Borrower's name on any proof of claim in bankruptcy or other similar
      documents against an Account Debtor; (viii) notify the postal authorities
      of any change of the address for delivery of Borrower's mail to any
      address designated by Administrative Agent, and open and process all mail
      addressed to Borrower; (ix) endorse Borrower's name on any verification of
      Accounts and notices thereof to Account Debtors; (x) make one or more
      Revolving Loan Advances to pay the costs and expenses of any of the
      foregoing; (xi) take control in any manner of any item of payment or
      proceeds of any Account; (xii) have access to any lockbox or postal box
      into which Borrower's mail is deposited; (xiii) endorse Borrower's name
      upon any items of payment and cash or deposit same and apply the proceeds
      thereof to the Loan Obligations as provided herein; (xiv) endorse
      Borrower's name upon any chattel paper, document, instrument, invoice, or
      similar document or agreement relating to any Account or other item of the
      Collateral; and (xv) do anything that Administrative Agent deems necessary
      in its reasonable discretion to assure that the Loan Obligations are fully
      and indefeasibly paid and satisfied.

      9.2. At any time, file and/or execute in Borrower's name and on Borrower's
      behalf any financing statement or amendments thereto deemed necessary or
      appropriate by Administrative Agent to assure the perfection or continued
      perfection of Administrative Agent's Security Interests in the Collateral
      for the benefit of Lenders and the filing or execution of any such
      financing statement or amendments is hereby ratified and confirmed.

      The foregoing power of attorney and authorization shall be deemed
      automatically revoked upon the indefeasible payment in full of all of the
      Loan Obligations, the expiration or termination of all Letters of Credit
      and reduction of the Letter of Credit Exposure to zero, and the
      termination of the Commitments.

10. CONDITIONS OF LENDING.

      10.1. CONDITIONS TO INITIAL ADVANCE. Lenders will have no obligation to
      fund the initial Revolving Loan Advance or any subsequent Advance unless:

            10.1.1. LISTED DOCUMENTS AND OTHER ITEMS. Administrative Agent shall
            have received on or before the Effective Date all of the documents
            and other items listed or described in Exhibit 10.1.1 hereto as
            being conditions to the initial Advances, with each being
            satisfactory to Lenders and (as applicable) duly executed and (also
            as applicable) sealed, attested, acknowledged, certified, or
            authenticated, or Administrative Agent shall have received an
            agreement from Borrower to deliver any such documents and items
            within a certain number of days post-closing satisfactory to
            Administrative Agent in its sole discretion.

            10.1.2. FINANCIAL CONDITION. Lenders shall have determined to their
            satisfaction that the financial statements of Borrower for the
            fiscal year ended 3/31/04 and the fiscal quarter ended 12/31/04 and
            the proforma financial statements of Borrower for the period ending
            as of the Effective Date (after giving effect to the

                                       23

<PAGE>

            consummation of the transactions contemplated hereby, the funding of
            the initial Revolving Loan Advance, and the payment of all fees and
            expenses hereunder), and for the periods ending 3/31/05, 3/31/06,
            3/31/07, 3/31/08, 3/31/09, and 3/31/10 as furnished to
            Administrative Agent, and other information furnished to
            Administrative Agent by Borrower (i) for the periods ended on or
            before the Effective Date, fairly and accurately reflect the
            business and financial condition of Borrower, its cash flows and the
            results of its operations for such periods, (ii) for the periods
            that will end after the Effective Date, fairly and accurately
            forecast the business and financial condition of Borrower, its cash
            flows, and the results of its operations for such periods, (iii) are
            consistent in all material respects with the sources and uses of
            cash for the Approved Acquisitions previously provided to
            Administrative Agent and with the forecasts previously delivered to
            Administrative Agent, and (iv) with respect to Borrower's proforma
            financial statements, the ratio of Total Indebtedness to EBITDA as
            set forth therein does not exceed 2.5 to 1 on a proforma basis as of
            the Effective Date and minimum trailing twelve month consolidated
            EBITDA shall not be less than $37,000,000.00.

            10.1.3. NO DEFAULT. There shall be no Existing Default and no
            Default or Event of Default will occur as a result of such Advance
            being requested or made or the application of the proceeds thereof.

            10.1.4. PERFECTION OF SECURITY INTERESTS. Every Security Interest
            required to be granted by Borrower to Administrative Agent under
            Section 8 shall have been perfected and shall be, except as
            otherwise satisfactory to Lenders, a first priority Security
            Interest.

            10.1.5. REPRESENTATIONS AND WARRANTIES. The Representations and
            Warranties shall be true and correct.

            10.1.6. NO MATERIAL ADVERSE CHANGE. Since the date of the Initial
            Financial Statements delivered to Administrative Agent, there shall
            not have been any change which has or is reasonably likely to have a
            Material Adverse Effect on any Covered Person.

            10.1.7. PENDING MATERIAL PROCEEDINGS. There shall be no pending
            Material Proceedings other than as disclosed in Section 12.8 of the
            Disclosure Schedule.

            10.1.8. PAYMENT OF FEES AND EXPENSES. Borrower shall have paid and
            reimbursed to Lenders all fees, costs and expenses and the
            attorneys' fees of the Administrative Agent.

            10.1.9. INTENTIONALLY DELETED. .

            10.1.10. INTENTIONALLY DELETED.

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<PAGE>

            10.1.11. INSURANCE. Administrative Agent shall be satisfied with the
            insurance maintained by Borrower (including the insurance carrier,
            the types of insurance maintained, and the levels of insurance
            maintained).

            10.1.12. ENVIRONMENTAL. Administrative Agent shall be satisfied with
            the results of the environmental due diligence it has conducted, if
            any, with respect to any real property owned and/or leased by
            Borrower, including without limitation the Phase I Environmental
            Reports, if any, ordered by or on behalf of Administrative Agent.

            10.1.13. OTHER ITEMS. Administrative Agent shall have received such
            other consents, approvals, opinions, certificates, documents or
            information as it reasonably deems necessary.

      10.2. CONDITIONS TO SUBSEQUENT ADVANCES. Lenders will have no obligation
      to fund any Advance after the initial Advance unless:

            10.2.1. GENERAL CONDITIONS. All of the conditions to the initial
            Advances in Section 10.1 (except the condition in Section 10.1.5)
            shall have been and shall remain satisfied.

            10.2.2. REPRESENTATIONS AND WARRANTIES. The Representations and
            Warranties are then true, with such exceptions as have been
            disclosed to Lenders in writing by Borrower or any Guarantor from
            time to time and are satisfactory to Lenders, and will be true as of
            the time of such Advance, as if then made with such exceptions.

            10.2.3. NO DEFAULT. There shall be no Existing Default and no
            Default or Event of Default will occur as a result of such Advance
            being requested or made or the application of the proceeds thereof.

      10.3. CONDITIONS TO ADVANCES FOR APPROVED ACQUISITIONS. Further, prior to
      Lenders funding any Advance relating to an Approved Acquisition:

            10.3.1. APPROVED ACQUISITION DELIVERABLES. The Administrative Agent
            shall have received:

                  10.3.1.1. copies, certified as true, complete and correct by
                  the Responsible Officer of the Borrower, of the applicable
                  Acquisition Documents;

                  10.3.1.2. all pro forma financial statements as described in
                  Section 14.24; and

                  10.3.1.3. certified copies of the resolutions, in form and
                  substance satisfactory to Lenders, duly adopted by the board
                  of directors/members of the Borrower or the Subsidiary of
                  Borrower, as applicable, authorizing the

                                       25

<PAGE>

                  execution, delivery, and performance of the applicable
                  Acquisition Documents.

            10.3.2. SATISFACTION OF CONDITIONS TO THE APPROVED ACQUISITION.
            Administrative Agent shall have received the applicable Approved
            Acquisition Documents, which shall be in form and substance
            satisfactory to Administrative Agent. Administrative Agent shall be
            satisfied that all requirements to close the Approved Acquisitions,
            respectively, have been completed or waived by the parties to the
            Approved Acquisition Documents, respectively, except for the
            delivery of the purchase price with respect to the applicable
            Approved Acquisition; and every other condition, if any, to the
            applicable Approved Acquisition as described herein shall be
            satisfied, or waived by the Administrative Agent; and (i) with
            respect to the acquisition of Target One, the Administrative Agent
            shall have completed its due diligence with respect to the Target
            One Acquisition and shall have received evidence satisfactory to the
            Administrative Agent that the total amount of Loan proceeds used as
            consideration at the time of closing of the Target One Acquisition
            shall not exceed $5,000,000, unless otherwise prior approved by
            Administrative Agent; and (ii) with respect to the acquisition of
            Target Two, the Administrative Agent shall have completed its due
            diligence with respect to the Target Two Acquisition and shall have
            received evidence satisfactory to the Administrative Agent that the
            total amount of Loan proceeds used as consideration at the time of
            closing of the Target Two Acquisition shall not exceed $24,000,000,
            unless otherwise prior approved by Administrative Agent.

            10.3.3. ADDITIONAL SUBSIDIARIES. In the case an Approved Acquisition
            is in the form of a purchase of stock or of membership interests of
            any limited liability company or in the case where a Covered Person
            creates a new Subsidiary to effect the purchase of assets, Borrower
            shall have complied with the requirements of Section 8.5 and
            delivered to the Administrative Agent certified resolutions, good
            standing certificates and other customary documents (including
            attorney opinion letters) as are reasonably requested by
            Administrative Agent.

            10.3.4. INTENTIONALLY DELETED.

            10.3.5. AUTHORITY TO CONSUMMATE THE APPROVED ACQUISITIONS. The
            Borrower (and any relevant Subsidiary) shall have the full right,
            power and authority to make the Approved Acquisition and to enter
            into the Approved Acquisition Documents; and the performance or
            observance by the Borrower (or any relevant Subsidiary) of the
            Approved Acquisition Documents shall neither (a) contravene any
            provision of law or any charter or by-law provision or judgment,
            order or decree applicable to or affecting the Borrower or any
            Subsidiary nor (b) contravene any covenant, indenture or agreement
            of Borrower or any Subsidiary which results, or is reasonably likely
            to result, in a Material Adverse Effect on Borrower or any
            Subsidiary; the Approved Acquisition Documents when executed and
            delivered by the Borrower (and any relevant Subsidiary), shall be
            valid, binding and enforceable, except as may be limited by (i)
            bankruptcy,

                                       26

<PAGE>

            insolvency, reorganization, fraudulent transfer, moratorium or other
            similar laws or judicial decisions for the relief of debtors or the
            limitation of creditors' rights generally; and (ii) any equitable
            principles relating to or limiting the rights of creditors generally
            or any equitable remedy which may be granted to cure any defaults.

            10.3.6. REQUEST TO FUND. Borrower shall have executed and delivered
            to the Administrative Agent a Loan Request Certificate in the
            form(s) set forth in Section 7.10 from a Responsible Officer.

11. CONDITIONS TO ISSUANCE OF LETTERS OF CREDIT. Borrower must have executed and
delivered to Letter of Credit Issuer the Letter of Credit Issuer's Master Letter
of Credit Agreement in form satisfactory to Letter of Credit Issuer under which
Borrower evidences its obligation to reimburse to Letter of Credit Issuer on
demand the amount of each draw on such Letter of Credit as provided in Section
6.4, together with interest from the date of the draw at the rate provided in
Section 4.1 and (without duplication) all reasonable expenses incurred by Letter
of Credit Issuer in connection with such Letter of Credit. As conditions
precedent to the issuance of any Letter of Credit:

      11.1. NO PROHIBITIONS. No order, judgment or decree of any Governmental
      Authority shall exist which purports by its terms to enjoin or restrain
      Letter of Credit Issuer or any other Lender from issuing such Letter of
      Credit, and no Law or request or directive (whether or not having the
      force of law) from any Governmental Authority with jurisdiction over
      Letter of Credit Issuer or any other Lender shall exist which prohibits,
      or requests that Letter of Credit Issuer or any other Lender refrain from,
      the issuance of letters of credit generally or such Letter of Credit in
      particular, or imposes upon Letter of Credit Issuer or any other Lender
      with respect to such Letter of Credit any restriction or reserve or
      capital requirement (for which Letter of Credit Issuer or any other Lender
      is not otherwise compensable by Borrower hereunder).

      11.2. REPRESENTATIONS AND WARRANTIES. The Representations and Warranties
      are then true, with such exceptions as have been disclosed to Lenders in
      writing by Borrower or such Guarantor from time to time and are
      satisfactory to Lenders, and will be true as of the time of the issuance
      of such Letter of Credit, as if then made with such exceptions.

      11.3. NO DEFAULT. There shall be no Existing Default and no Default or
      Event of Default is reasonably likely to occur as a result of such Letter
      of Credit being issued or a draw thereon being made or paid.

      11.4. OTHER CONDITIONS. All of the conditions to the initial Advances in
      Section 10.1 (except the condition in Section 10.1.5) shall have been and
      shall remain satisfied.

12. REPRESENTATIONS AND WARRANTIES. Except as otherwise described in the
Disclosure Schedule attached hereto as Exhibit 12, Borrower represents and
warrants to Administrative Agent, Lenders, and Letter of Credit Issuer, on its
behalf and on behalf of each Covered Person, as follows (provided, however, that
to the extent such representations and warranties apply to the entity and assets
acquired pursuant to the Approved Acquisitions, such representations and

                                       27

<PAGE>
warranties shall be to the best of Borrower's knowledge) and Borrower covenants
that Borrower shall undertake its best efforts to obtain the consents of all
third parties to all material contracts and leases set forth in the Disclosure
Schedule as soon as reasonably practicable.

      12.1. ORGANIZATION AND EXISTENCE. Each Covered Person is duly organized
      and existing in good standing under the Laws of the state of its
      organization, is duly qualified to do business and is in good standing in
      every state where the nature or extent of its business or properties
      require it to be qualified to do business, except where the failure to so
      qualify is not reasonably likely to have a Material Adverse Effect on any
      Covered Person. Each Covered Person has the power and authority to own its
      properties and carry on its business as now being conducted.

      12.2. AUTHORIZATION. Each Covered Person is duly authorized to execute and
      perform every Loan Document to which such Covered Person is a party, and
      Borrower is duly authorized to borrow hereunder, and this Agreement and
      the other Loan Documents have been duly authorized by all requisite
      corporate, partnership or membership action (in the case of limited
      liability companies) of each Covered Person. No consent, approval or
      authorization of, or declaration or filing with, any Governmental
      Authority, and no consent of any other Person, is required in connection
      with Borrower's execution, delivery or performance of this Agreement and
      the other Loan Documents, except for those already duly obtained.

      12.3. DUE EXECUTION. Every Loan Document to which a Covered Person is a
      party has been executed on behalf of such Covered Person by a Person duly
      authorized to do so.

      12.4. ENFORCEABILITY OF OBLIGATIONS. Each of the Loan Documents to which a
      Covered Person is a party constitutes the legal, valid and binding
      obligation of such Covered Person, enforceable against such Covered Person
      in accordance with its terms, except to the extent that the enforceability
      thereof against such Covered Person may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar Laws affecting
      creditors' rights generally or by equitable principles of general
      application.

      12.5. BURDENSOME OBLIGATIONS. No Covered Person is a party to or bound by
      any Contract or is subject to any provision in the Charter Documents of
      such Covered Person which would, if performed by such Covered Person,
      result in a Default or Event of Default either immediately or upon the
      elapsing of time.

      12.6. LEGAL RESTRAINTS. The execution and performance of any Loan Document
      by a Covered Person will not violate or constitute a default under the
      Charter Documents of such Covered Person, any Material Agreement of such
      Covered Person, or any Material Law, and will not, except as expressly
      contemplated or permitted in this Agreement, result in any Security
      Interest being imposed on any of such Covered Person's property.

      12.7. LABOR CONTRACTS AND DISPUTES. There is no collective bargaining
      agreement or other labor contract covering employees of a Covered Person.
      No union or other labor organization is seeking to organize, or to be
      recognized as, a collective bargaining unit of employees of a Covered
      Person. There is no pending or, to Borrower's knowledge,

                                       28

<PAGE>

      threatened, strike, work stoppage, material unfair labor practice claim or
      other material labor dispute against or affecting any Covered Person or
      its employees.

      12.8. NO MATERIAL PROCEEDINGS. There are no Material Proceedings pending
      or, to the best knowledge of Borrower, threatened, against any Covered
      Person, except as set forth in Section 12.8 of the Disclosure Schedule.

      12.9. MATERIAL LICENSES. All Material Licenses have been obtained or exist
      for each Covered Person.

      12.10. COMPLIANCE WITH MATERIAL LAWS. Each Covered Person is in compliance
      in all material respects with all Material Laws. Without limiting the
      generality of the foregoing:

            12.10.1. GENERAL COMPLIANCE WITH ENVIRONMENTAL LAWS AND EMPLOYMENT
            LAWS. The operations and employee compensation practices of every
            Covered Person comply in all material respects with all applicable
            Environmental Laws and Employment Laws which are Material Laws.

            12.10.2. PROCEEDINGS. None of the operations of any Covered Person
            are the subject of any judicial or administrative complaint, order
            or proceeding alleging the violation of any applicable Environmental
            Laws or Employment Laws which are Material Laws.

            12.10.3. INVESTIGATIONS REGARDING HAZARDOUS MATERIALS. None of the
            operations of any Covered Person are, or in the past six years have
            been, the subject of investigation by any Governmental Authority
            regarding the improper transportation, storage, disposal, generation
            or release into the environment of any Hazardous Material, the
            results of which have or are reasonably likely to have a Material
            Adverse Effect on such Covered Person, or reduce materially the
            value of the Collateral.

            12.10.4. NOTICES AND REPORTS REGARDING HAZARDOUS MATERIALS. No
            notice or report under any Environmental Law indicating a past or
            present spill or release into the environment of any Hazardous
            Material has been filed within the six years ending on the Execution
            Date, or is required to be filed, by any Covered Person.

            12.10.5. ENVIRONMENTAL PROPERTY TRANSFER ACTS. No Environmental
            Property Transfer Acts are applicable to the transactions
            contemplated by this Agreement or the Acquisition Documents and each
            Covered Person has provided all notices and obtained all necessary
            environmental permit transfers and consents, if any, required in
            order to consummate the transactions contemplated by this Agreement
            or the Acquisition Documents, to perfect Administrative Agent's
            Security Interests for the benefit of Lenders and to operate such
            Covered Person's business as presently or proposed to be operated.

      12.11. OTHER NAMES. No Covered Person has used any name other than the
      full name which identifies such Covered Person in this Agreement. The only
      trade name or style

                                       29

<PAGE>

      under which a Covered Person sells Inventory or creates Accounts, or to
      which instruments in payment of Accounts are made payable, is the name
      which identifies such Covered Person in this Agreement.

      12.12. CONSUMMATION OF THE APPROVED ACQUISITIONS. When applicable,
      Borrower will have delivered to Administrative Agent complete and correct
      executed copies of the Acquisition Documents for the Approved
      Acquisitions. Such Acquisition Documents have been duly authorized and
      executed and are the valid and binding obligation of Borrower and, to
      Borrower's knowledge, the other parties thereto and are enforceable in
      accordance with their terms except to the extent that the enforceability
      thereof against such Covered Person may be limited by bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting
      creditors' rights generally or by equitable principles of general
      application. All Covered Persons, and to the best of Borrower's knowledge,
      all other parties to such Acquisition Documents, have to date performed
      all obligations, covenants, and conditions required of it prior to or as a
      condition to the consummation of the transactions contemplated by such
      Acquisition Documents to which it is a party other than any such
      obligation, covenant, or condition that has been waived. Further, with
      respect to any Approved Acquisition, Borrower is not in default of any of
      its obligations under the applicable Acquisition Documents for such
      Approved Acquisition, and all representations and warranties of Borrower
      in such Acquisition Documents are complete and correct in all material
      respects as of the date the Administrative Agent makes any Advance to
      Borrower for its use in funding the purchase price of such Approved
      Acquisition as if made on and as of such date. Further, to the knowledge
      of Borrower after due inquiry, all of the representations and warranties
      of the Sellers contained in any Acquisition Documents for any Approved
      Acquisition or any instrument furnished in connection therewith or in
      reference thereto are true and correct in all material respects as of the
      date the Administrative Agent makes any Advance to Borrower for its use in
      funding the purchase price of such Approved Acquisition as if made on and
      as of such date.

      12.13. PRIOR TRANSACTIONS. Except as set forth in Section 12.13 of the
      Disclosure Schedule, within the past five (5) years, no Covered Person has
      been a party to any merger or consolidation, or acquired all or
      substantially all of the assets of any Person.

      12.14. CAPITALIZATION. As of the Effective Date, Borrower's authorized
      capital stock, and issued and outstanding capital stock, are as described
      in Section 12.14 of the Disclosure Schedule, and all issued and
      outstanding shares of Borrower are validly issued and outstanding, fully
      paid and non-assessable.

      12.15. SOLVENCY. Borrower is Solvent prior to and after giving effect to
      the making of the initial Revolving Loan Advance on the Effective Date.

      12.16. PROJECTIONS; PRO FORMA BALANCE SHEET. The projections of Borrower's
      annual financial condition, results of operations, and cash flow for the
      period ending as of the Effective Date and for the periods ending 3/31/05,
      3/31/06, 3/31/07, 3/31/08, 3/31/09 and 3/31/10, a copy of which have been
      delivered to Administrative Agent, represent Borrower's good faith best
      estimate of Borrower's future financial performance for the

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      periods set forth therein. Such projections have been prepared on the
      basis of the assumptions set forth therein, which Borrower believes are
      fair and reasonable in light of current and reasonably foreseeable
      business conditions. The pro forma balance sheet of Borrower as of the
      Effective Date, a copy of which has been provided by Borrower to
      Administrative Agent, presents fairly and accurately Borrower's financial
      condition as of the Effective Date as if the transactions contemplated by
      the Acquisition Documents for the Approved Acquisitions had occurred on
      the Effective Date.

      12.17. FINANCIAL STATEMENTS. The Financial Statements are complete and
      correct in all material respects, have been prepared in accordance with
      GAAP, and reflect in all material respects the financial condition,
      results of operations and cash flows of the Persons covered thereby as of
      the dates and for the periods stated therein, subject in the case of
      interim Financial Statements to the absence of footnotes and normal
      year-end adjustments made in accordance with GAAP.

      12.18. NO CHANGE IN CONDITION. Since the date of the Financial Statements
      delivered to Administrative Agent as required herein, there has been no
      change which has or is reasonably likely to have a Material Adverse Effect
      on any Covered Person.

      12.19. INVESTMENTS. No Covered Person has any Investments in other Persons
      except existing Permitted Investments.

      12.20. INDEBTEDNESS. No Covered Person has any Indebtedness except
      existing Permitted Indebtedness.

      12.21. INDIRECT OBLIGATIONS. No Covered Person has any Indirect
      Obligations except existing Permitted Indirect Obligations.

      12.22. OPERATING LEASES. As of the Effective Date, no Covered Person has
      an interest as lessee under any Operating Leases other than (a) leases of
      non-material items of office equipment; and (b) short-term leases for
      office space, none of which is material to the business of any Covered
      Person except as set forth in Section 12.22 of this Disclosure Schedule.

      12.23. CAPITAL LEASES. No Covered Person has an interest as a lessee under
      any Capital Leases other than Capital Leases that are Permitted
      Indebtedness.

      12.24. TAX LIABILITIES; GOVERNMENTAL CHARGES. Each Covered Person has
      filed or caused to be filed all tax reports and returns required to be
      filed by it with any Governmental Authority, except where extensions have
      been properly obtained. Each Covered Person has paid or made adequate
      provision for payment of all Taxes of such Covered Person, except Taxes
      which are being diligently contested in good faith by appropriate
      proceedings and as to which such Covered Person has established adequate
      reserves in conformity with GAAP. No Security Interest for any such Taxes
      has been filed and no claims are being asserted with respect to any such
      Taxes which, if adversely determined, has or is reasonably likely to have
      a Material Adverse Effect on such Covered Person. There are no material
      unresolved issues concerning any liability of a

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      Covered Person for any Taxes which will have or is reasonably likely to
      have a Material Adverse Effect on such Covered Person.

      12.25. PENSION BENEFIT PLANS. All Pension Benefit Plans maintained by each
      Covered Person or an ERISA Affiliate of such Covered Person that are
      intended to qualify under Section 401 of the Code are duly qualified under
      Section 401 of the Code. All Pension Benefit Plans maintained by each
      Covered Person on an ERISA Affiliate of such Covered Person are in
      compliance with the provisions of ERISA and all other Material Laws.
      Except with respect to events or occurrences which do not have and are not
      reasonably likely to have a Material Adverse Effect on any Covered Person:

            12.25.1. PROHIBITED TRANSACTIONS. None of such Pension Benefit Plans
            has participated in, engaged in or been a party to any non-exempt
            PROHIBITED TRANSACTION as defined in ERISA or the Code, and no
            officer, director or employee of such Covered Person or of an ERISA
            Affiliate of such Covered Person has committed a breach of any of
            the responsibilities or obligations imposed upon fiduciaries by
            Title I of ERISA.

            12.25.2. CLAIMS. There are no claims, pending or threatened,
            involving any such Pension Benefit Plan by a current or former
            employee (or beneficiary thereof) of such Covered Person or ERISA
            Affiliate of such Covered Person, nor is there any reasonable basis
            to anticipate any claims involving any such Pension Benefit Plan
            which would likely be successfully maintained against such Covered
            Person or such ERISA Affiliate.

            12.25.3. REPORTING AND DISCLOSURE REQUIREMENTS. There are no
            violations of any reporting or disclosure requirements with respect
            to any such Pension Benefit Plan and none of such Pension Benefit
            Plans has violated any applicable Law, including ERISA and the Code.

            12.25.4. ACCUMULATED FUNDING DEFICIENCY. No such Pension Benefit
            Plan has (i) incurred an accumulated funding deficiency (within the
            meaning of Section 412(a) of the Code), whether or not waived; (ii)
            been a Pension Benefit Plan with respect to which a Reportable Event
            (to the extent that the reporting of such events to the PBGC within
            thirty days of the occurrence has not been waived) has occurred and
            is continuing; or (iii) been a Pension Benefit Plan with respect to
            which there exist conditions or events which have occurred that
            present a significant risk of termination of such Pension Benefit
            Plan by the PBGC.

            12.25.5. MULTI-EMPLOYER PLAN. All Multi-employer Plans to which any
            Covered Person contributes or is obligated to contribute are listed
            in Section 12.26.5 of the Disclosure Schedule. No Covered Person or
            ERISA Affiliate of such Covered Person has received notice that any
            such Multi-employer Plan is in reorganization or has been terminated
            within the meaning of Title IV of ERISA, and no such Multi-employer
            Plan is reasonably expected to be in reorganization or to be
            terminated within the meaning of Title IV of ERISA.

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<PAGE>

            12.26. WELFARE BENEFIT PLANS. No Covered Person or ERISA Affiliate
            of any Covered Person maintains a Welfare Benefit Plan that has a
            liability which, if enforced or collected, has or is reasonably
            likely to have a Material Adverse Effect on any Covered Person. Each
            Covered Person and each ERISA Affiliate of any Covered Person has
            complied in all material respects with the applicable requirements
            of Section 4980B of the Code pertaining to continuation coverage as
            mandated by COBRA.

            12.27. RETIREE BENEFITS. No Covered Person or ERISA Affiliate of
            such Covered Person has an obligation to provide any Person with any
            medical, life insurance, or similar benefit following such Person's
            retirement or termination of employment (or to such Person's
            beneficiary subsequent to such Person's death) other than (i) such
            benefits provided to Persons at such Person's sole expense and (ii)
            obligations under COBRA.

            12.28. DISTRIBUTIONS. No Distribution other than as allowed in
            Section 15.10 has been or shall be declared, paid or made upon or in
            respect of any capital stock of Borrower on and after the Execution
            Date, except as expressly permitted hereby.

            12.29. REAL PROPERTY. No Covered Person owns any real property.

            12.30. STATE OF COLLATERAL AND OTHER PROPERTY. Each Covered Person
            has good and marketable or merchantable title to all real and
            personal property purported to be owned by it or reflected in the
            Initial Financial Statements, except for personal property sold in
            the ordinary course of business or otherwise in accordance with the
            terms of Section 15.9 of this Agreement after the date of the
            Initial Financial Statements. There are no Security Interests on any
            of the property purported to be owned by any Covered Person,
            including the Collateral, except Permitted Security Interests. Each
            material tangible item of Personal Property Collateral purported to
            be owned by a Covered Person is in generally good operating
            condition and repair and is suitable for the use to which it is
            customarily put by its owner. Without limiting the generality of the
            foregoing:

                  12.30.1. ACCOUNTS. With respect to each Account scheduled,
                  listed or referred to in reports submitted by any Covered
                  Person to Administrative Agent pursuant to the Loan Documents,
                  except as disclosed therein: (i) the Account arose from a bona
                  fide transaction completed in all material respects in
                  accordance with the terms of any documents pertaining to such
                  transaction; (ii) the Account is not evidenced by a judgment
                  and there is no material dispute respecting it; (iii) the
                  amount of the Account as shown on the applicable Covered
                  Person's books and records and all invoices and statements
                  which may be delivered to Administrative Agent with respect
                  thereto are actually and absolutely owing to the applicable
                  Covered Person and are not in any way contingent; (iv) there
                  are no material setoffs, counterclaims or disputes existing or
                  asserted with respect to the Account and the applicable
                  Covered Person has not made any agreement with any Account
                  Debtor for any deduction therefrom except a discount or
                  allowance allowed by the applicable Covered Person in the
                  ordinary course of its business for prompt payment; (v)
                  Borrower has no knowledge of any material facts, events or
                  occurrences which in any way impair the validity or
                  enforcement of the Account or tend to reduce the amount
                  payable thereunder as

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<PAGE>

                  shown on the applicable Covered Person's books and records and
                  all invoices and statements delivered to Administrative Agent
                  with respect thereto; (vi) the Account is assignable; (vii)
                  the Account arose in the ordinary course of the applicable
                  Covered Person's business; (viii) to such Covered Person's
                  best knowledge, the Account Debtor with respect to the Account
                  has the capacity to contract; (ix) the services furnished
                  and/or goods sold giving rise to the Account were not, at the
                  time furnished or sold, subject to any Security Interest
                  except the first priority, perfected Security Interest granted
                  to Administrative Agent for the benefit of Lenders and subject
                  to the Permitted Security Interests; and (x) to such Covered
                  Person's best knowledge, there are no material proceedings or
                  actions which are threatened or pending against the Account
                  Debtor with respect to the Account.

                  12.30.2. INVENTORY. With respect to Inventory scheduled,
                  listed or referred to in any certificate, schedule, list or
                  report given by any Covered Person, except as disclosed
                  therein: (i) such Inventory (except for Inventory in transit)
                  is located at one or another of the premises listed in Section
                  12.30.2 of the Disclosure Schedule; (ii) the applicable
                  Covered Person has good and merchantable title to such
                  Inventory subject to no Security Interest whatsoever except
                  for the first priority, perfected Security Interest granted to
                  Administrative Agent for the benefit of Lenders and subject to
                  Permitted Security Interests; (iii) such Inventory is of
                  generally good and merchantable quality, free from any
                  material defects; (iv) such Inventory is not subject to any
                  licensing, patent, royalty, trademark, trade name or copyright
                  agreements with any third parties; and (v) the completion of
                  manufacture and sale or other disposition of such Inventory by
                  Administrative Agent or Lenders following an Event of Default
                  shall not require the consent of any Person and shall not
                  constitute a breach or default under any contract or agreement
                  to which any Covered Person is a party or to which the
                  Inventory is subject.

                  12.30.3. EQUIPMENT. With respect to each Covered Person's
                  owned equipment: (i) such Covered Person has good and
                  marketable title thereto; (ii) none of such equipment is
                  subject to any Security Interests except for the first
                  priority, perfected Security Interest granted to
                  Administrative Agent for the benefit of Lenders pursuant
                  hereto and subject to Permitted Security Interests; and (iii)
                  all such equipment is generally in good operating condition
                  and repair, ordinary wear and tear alone excepted, and is
                  suitable for the uses to which customarily put in the conduct
                  of such Covered Person's business.

                  12.30.4. INTELLECTUAL PROPERTY. With respect to the
                  Intellectual Property of the Covered Persons: (i) Section
                  12.30.4 of the Disclosure Schedule contains a complete and
                  correct list of all of each Covered Person's registered
                  Intellectual Property, (ii) the Covered Person listed on the
                  Disclosure Schedule as the owner thereof owns all right, title
                  and interest in, under and to such Intellectual Property,
                  subject to no licenses or any interest therein or other
                  agreements relating thereto, except for the Intellectual
                  Property Assignments; (iii) none of such Intellectual Property
                  is subject to any pending or, to such Covered Person's
                  knowledge,

                                       34

<PAGE>

                  threatened challenge; (iv) to the knowledge of such Covered
                  Person, such Covered Person has not committed any patent,
                  trademark, trade name, service mark or copyright infringement,
                  and the present conduct of such Covered Person's business does
                  not infringe any patents, trademarks, trade name rights,
                  service marks, copyrights, publication rights, trade secrets
                  or other proprietary rights of any Person; and (v) there are
                  no claims or demands of any Person pertaining to, or any
                  proceedings which are pending or, to the knowledge of such
                  Covered Person, threatened, which challenge such Covered
                  Person's rights in respect of any proprietary or confidential
                  information or trade secrets used in the conduct of such
                  Covered Person's business.

                  12.30.5. DOCUMENTS, INSTRUMENTS AND CHATTEL PAPER. All
                  documents, instruments and chattel paper describing,
                  evidencing or constituting Collateral, and all signatures and
                  endorsements of all Covered Persons thereon, are complete,
                  valid, and genuine, and to the best of Borrower's knowledge,
                  all signatures and endorsements of all parties other than
                  Covered Persons are complete, valid and genuine. All goods
                  evidenced by such documents, instruments and chattel paper are
                  owned by a Covered Person free and clear of all Security
                  Interests other than Permitted Security Interests.

            12.31. CHIEF PLACE OF BUSINESS; LOCATIONS OF COLLATERAL. As of the
            Execution Date,

                  12.31.1. The only chief executive office and the principal
                  places of business of each Covered Person are located at the
                  places listed and so identified in Section 12.31.1 of the
                  Disclosure Schedule and the state of incorporation or
                  organization for each Covered Person is as identified in
                  Section 12.31.1 of the Disclosure Schedule;

                  12.31.2. The books and records of each Covered Person, and all
                  of such Covered Person's chattel paper and all records of
                  Accounts, are located only at the places listed and so
                  identified in Section 12.31.2 of the Disclosure Schedule; and

                  12.31.3. All of the tangible Collateral (except for Inventory
                  which is in transit) is located only at the places listed and
                  so identified in Section 12.31.3 of the Disclosure Schedule;
                  no Covered Person has an office or place of business other
                  than as identified in Section 12.31.3 of the Disclosure
                  Schedule.

            12.32. NEGATIVE PLEDGES. No Covered Person is a party to or bound by
            any material Contract which prohibits the creation or existence of
            any Security Interest upon or assignment or conveyance of any of the
            Collateral. In addition to the foregoing and not in limitation
            thereof, no Covered Person is party to or bound by any Contract with
            the United States or any other department, agency, public
            corporation, or other instrumentality thereof which prohibits the
            creation or existence of any Security Interest upon or assignment or
            conveyance of any of the Collateral.

            12.33. SECURITY DOCUMENTS.

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<PAGE>

            12.33.1. SECURITY AGREEMENTS. Each Security Agreement is effective
            to grant to Administrative Agent for the benefit of Lenders an
            enforceable Security Interest in the Personal Property Collateral
            described therein. Upon appropriate filing (as to all Personal
            Property Collateral in which a Security Interest may be perfected
            under the applicable state's UCC by filing a financing statement) or
            Administrative Agent's taking possession (as to items of the
            Personal Property Collateral of which a secured party must take
            possession in order to perfect a Security Interest under the
            applicable state's UCC) or Administrative Agent's taking control (as
            to items of the Personal Property Collateral of which a secured
            party must take control in order to perfect a security interest
            under the applicable state's UCC), Administrative Agent will have a
            fully perfected first priority Security Interest in the Personal
            Property Collateral described in each Security Agreement, subject
            only to Permitted Security Interests affecting such Personal
            Property Collateral.

            12.33.2. COLLATERAL ASSIGNMENTS.

                  12.33.2.1. INTELLECTUAL PROPERTY ASSIGNMENTS. Each
                  Intellectual Property Assignment is effective to grant to
                  Administrative Agent for the benefit of Lenders an enforceable
                  first priority security interest in all the Intellectual
                  Property described therein, subject only to Permitted Security
                  Interests affecting such Intellectual Property. Upon
                  appropriate filing in the United States Patent and Trademark
                  Offices and the United States Copyright Office, as well as the
                  appropriate filing of a financing statement, Administrative
                  Agent's Security Interest in the Intellectual Property will be
                  fully perfected.

                  12.33.2.2. PLEDGE AGREEMENT. Each Pledge Agreement is
                  effective to grant to Administrative Agent for the benefit of
                  Lenders an enforceable first priority Security Interest in all
                  the stock, membership interests, and other securities
                  described therein.

                  12.33.2.3. ACQUISITION DOCUMENTS ASSIGNMENT. The Acquisition
                  Documents Assignment is effective to grant to Administrative
                  Agent for the benefit of Lenders an enforceable first priority
                  Security Interest in and lien on all of Borrower's rights,
                  remedies, claims and interests under the Acquisition Documents
                  covered thereby.

      12.34. S CORPORATION. As of the Effective Date and thereafter, there is no
      election in effect under Section 1362(a) of the Code for any Covered
      Person to be treated as an S Corporation as defined in Section 1361 (a) of
      the Code.

      12.35. SUBSIDIARIES AND AFFILIATES. Borrower has no Subsidiaries, except
      for those Subsidiaries listed in Section 12.35 of the Disclosure Schedule.

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<PAGE>

      12.36. BANK ACCOUNTS AND LOCKBOXES. All bank accounts maintained by any
      Covered Person with any bank or other financial institution are described
      in Section 12.36 of the Disclosure Schedule.

      12.37. MARGIN STOCK. No Covered Person is engaged or will engage,
      principally or as one of its important activities, in the business of
      extending credit for the purpose of PURCHASING or CARRYING MARGIN STOCK
      (within the meaning of Regulation U). Except for the Repurchases, no part
      of the proceeds of any Advance will be used to purchase or carry any such
      margin stock, or to extend credit to others for the purpose of purchasing
      or carrying any such margin stock. No part of the proceeds of any Advance
      will be used for any purpose which violates, or which would be
      inconsistent with, the provisions of Regulation U. None of the
      transactions contemplated by any of the Acquisition Documents will violate
      Regulations T, U or X of the FRB.

      12.38. SECURITIES MATTERS. No proceeds of any Advance will be used to
      acquire any security in any transaction which is subject to Sections 13
      and 14 of the Securities Exchange Act of 1934.

      12.39. INVESTMENT COMPANY ACT, ETC. No Covered Person is an investment
      company registered or required to be registered under the Investment
      Company Act of 1940, or a company CONTROLLED (within the meaning of such
      Investment Company Act) by such an INVESTMENT COMPANY or an AFFILIATED
      PERSON of, or PROMOTER or PRINCIPAL UNDERWRITER for, an INVESTMENT
      company, as such terms are defined in the Investment Company Act of 1940.
      No Covered Person is subject to regulation under the Public Utility
      Holding Company Act of 1935, the Federal Power Act, the Interstate
      Commerce Act or any other Law limiting or regulating its ability to incur
      Indebtedness for money borrowed.

      12.40. NO MATERIAL MISSTATEMENTS OR OMISSIONS. Neither the Loan Documents,
      any of the Financial Statements nor any statement, list, certificate or
      other information furnished or to be furnished by Borrower or any other
      Covered Person to Administrative Agent or Lenders in connection with the
      Loan Documents or any of the transactions contemplated thereby contains
      any untrue statement of a material fact, or omits to state a material fact
      necessary to make the statements therein not materially misleading.
      Borrower has disclosed to Administrative Agent and Lenders everything of
      which Borrower has knowledge regarding the business, operations, property,
      financial condition, or business prospects or itself and every Covered
      Person that has or is reasonably likely to have a Material Adverse Effect
      on any Covered Person.

      12.41. FILINGS. All registration statements, reports, proxy statements and
      other documents, if any, required to be filed by any Covered Person with
      the Securities and Exchange Commission pursuant to the Securities Act of
      1933, and the Securities Exchange Act of 1934, have been filed, and such
      filings are complete and accurate in all material respects and contain no
      untrue statements of material fact or omit to state any material facts
      required to be stated therein or necessary in order to make the statements
      therein not misleading, and all capital stock of any covered Person that
      is issued and

                                       37

<PAGE>

      outstanding has been sold pursuant to transactions that are registered
      under the Securities Act of 1933 or that are exempt thereunder.

      12.42. BROKER'S FEES. No broker or finder is entitled to compensation for
      services rendered with respect to the transactions contemplated by this
      Agreement or the Acquisition Documents.

      12.43. NO HART-SCOTT RODINO FILING REQUIRED. None of the Covered Persons,
      any Guarantor, or Seller was required to file notification under the
      Hart-Scott Rodino Antitrust Improvement Act of 1976, or to notify or
      obtain the approval of any Governmental Authority in connection with any
      Approved or Permitted Acquisition, unless such notification was filed or
      such approval was obtained, as the case may be.

13. MODIFICATION AND SURVIVAL OF REPRESENTATIONS. Borrower may at any time after
the initial Advances are made propose to Lenders in writing to modify the
representations and warranties in Section 12, the representations and warranties
in any other Loan Document and any other representation or warranty made in any
certificate, report, opinion or other document delivered by Borrower pursuant to
the Loan Documents. If the proposed modifications are satisfactory to Required
Lenders as evidenced by their written assent thereto, then such representations
and warranties shall be deemed and treated as so modified, but only as of the
date of Borrower's written modification proposal. If such proposed modifications
are not satisfactory to Required Lenders, then such proposed modifications shall
not be deemed or treated as modifying such representations and warranties. All
such representations and warranties, as made or deemed made as of a particular
time, shall survive execution of each of the Loan Documents and the making of
every Advance, and may be relied upon by Administrative Agent and Lenders as
being true and correct in all material respects as of the date when made or
deemed made until all of the Loan Obligations are fully and indefeasibly paid,
no Letters of Credit are outstanding and the Letter of Credit Exposure is
irreversibly zero.

14. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is irreversibly zero, Borrower shall do, or cause to be done,
the following:

      14.1. USE OF PROCEEDS. Subject to the terms and conditions hereof, (i) the
      proceeds of the Revolving Loan Advances disbursed on the Effective Date
      shall be used solely to refinance the existing Indebtedness of Borrower
      under the First Amended and Restated Loan Agreement and to pay the
      transaction costs of this Agreement, (ii) the proceeds of any subsequent
      Revolving Loan Advance shall be used solely to pay the purchase price of
      any Approved Acquisition, for working capital, capital expenditures
      permitted hereunder, as the source for payment of Borrower's reimbursement
      obligations with respect to Letters of Credit, to pay the transaction
      costs for this Loan Agreement, to finance Approved Acquisitions and
      Permitted Acquisitions, and to finance Repurchases but only so long as (a)
      the cumulative aggregate amount of all Revolving Loan Advances utilized to
      effect the Repurchases are not greater than Five Million and No/100
      Dollars ($5,000,000.00) in the aggregate; (b) there is no Default
      hereunder at the time of any such Repurchase; and (c) the Maximum
      Available Amount that is available to Borrower under

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<PAGE>

      the Aggregate Revolving Loan Commitment immediately following any
      Revolving Loan Advance made to finance Repurchases is not less than Five
      Million and No/100 Dollars ($5,000,000.00).

      14.2. CORPORATE EXISTENCE. Each Covered Person shall maintain its
      existence in good standing and shall maintain in good standing its right
      to transact business in those states in which it is now or hereafter doing
      business, except where the failure to so qualify will not have and will
      not be reasonably likely to have a Material Adverse Effect on any Covered
      Person. Each Covered Person shall obtain and maintain all Material
      Licenses for such Covered Person.

      14.3. MAINTENANCE OF PROPERTY AND LEASES. Each Covered Person shall
      maintain in good condition and working order, and repair and replace as
      required, all buildings, equipment, machinery, fixtures and other real and
      personal property whose useful economic life has not elapsed and which is
      necessary for the ordinary conduct of the business of such Covered Person.
      Each Covered Person shall maintain in good standing and free of defaults
      all of its leases of buildings, equipment, machinery, fixtures and other
      real and personal property whose useful economic life has not elapsed and
      which is necessary for the ordinary conduct of the business of such
      Covered Person. No Covered Person shall permit any of its owned equipment
      or other owned property to become a fixture to real property or an
      accession to other personal property unless Administrative Agent has a
      valid, perfected and first priority Security Interest for the benefit of
      Lenders in such real or personal property.

      14.4. INVENTORY. Each Covered Person shall keep its Inventory in good and
      merchantable condition at its own expense and shall hold such Inventory
      for sale or lease, or to be furnished in connection with the rendition of
      services, in the ordinary course of such Covered Person's business, on
      terms which do not include bill-and-hold, guarantied sale, sale and
      return, sale on approval, consignment or similar repurchase or return
      terms. All such Inventory shall be produced in accordance with the Federal
      Fair Labor Standards Act of 1938 and all rules, regulations, and orders
      thereunder.

      14.5. INSURANCE. Each Covered Person shall at all times keep insured or
      cause to be kept insured, in insurance companies having a rating of at
      least "A" by Best's Rating Service, all property owned by it of a
      character usually insured by others carrying on businesses similar to that
      of such Covered Person in such manner and to such extent and covering such
      risks as such properties are usually insured. Each Covered Person shall
      carry business interruption insurance in such amounts, in such manner and
      to such extent and covering such risks as businesses similar to that of
      such Covered Persons are usually insured. Each Covered Person shall at all
      times carry insurance, in insurance companies having a rating of at least
      "A" by Best's Rating Service, against liability on account of damage to
      persons or property (including product liability insurance and insurance
      required under all Laws pertaining to workers' compensation) and covering
      all other liabilities common to such Covered Person's business, in such
      manner and to such extent as such coverage is usually carried by others
      conducting businesses similar to that of such Covered Person (and each
      Covered Person shall maintain liability coverage, including tail coverage,
      in the amounts in effect for such Covered Person on the Effective Date).
      All

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<PAGE>

      policies of liability insurance maintained hereunder shall name
      Administrative Agent as an additional insured for the benefit of Lenders;
      all policies of property insurance maintained hereunder shall reflect
      Administrative Agent's interest therein as mortgagee for the benefit of
      Lenders under a standard New York or Union mortgagee clause.
      Administrative Agent is authorized, but not obligated, as the
      attorney-in-fact for Borrower and for the benefit of Lenders, at any time
      when there does not then exist an Event of Default, with Borrower's
      consent (which consent shall not be unreasonably withheld), and when an
      Event of Default is in existence, without Borrower's consent, to (i)
      adjust and compromise proceeds payable under such policies of insurance,
      (ii) collect, receive and give receipts for such proceeds in the name of
      Borrower, Administrative Agent and Lenders, and (iii) to endorse
      Borrower's name upon any instrument in payment thereof. Such power granted
      to Administrative Agent shall be deemed coupled with an interest and shall
      be irrevocable. All policies of insurance maintained hereunder shall
      contain a clause providing that such policies may not be canceled, reduced
      in coverage or otherwise modified without 30 days prior written notice to
      Administrative Agent. Borrower shall upon request of Administrative Agent
      at any time furnish to Administrative Agent updated evidence of insurance
      (in the form required as a condition to Administrative Agent's lending
      hereunder) for such insurance.

      14.6. PAYMENT OF TAXES AND OTHER OBLIGATIONS. Each Covered Person shall
      promptly pay and discharge or cause to be paid and discharged, as and when
      due, any and all income taxes, federal or otherwise, lawfully assessed and
      imposed upon it, and any and all lawful taxes, rates, levies, and
      assessments whatsoever upon its properties and every part thereof, or upon
      the income or profits therefrom and all claims of materialmen, mechanics,
      carriers, warehousemen, landlords and other like Persons for labor,
      materials, supplies, storage or other items or services which if unpaid
      might be or become a Security Interest or charge upon any of its property;
      provided, however, that a Covered Person may diligently contest in good
      faith by appropriate proceedings the validity of any such taxes, rates,
      levies, or assessments, provided such Covered Person has established
      adequate reserves therefor in conformity with GAAP on the books of such
      Covered Person, and no Security Interest, other than a Permitted Security
      Interest, results from such non-payment.

      14.7. COMPLIANCE WITH LAWS. Each Covered Person shall comply in all
      material respects with all Material Laws and each Covered Person shall
      ensure, and cause each other Covered Person to ensure, that no Person who
      owns a controlling interest in or otherwise controls a Covered Person is
      or shall be (i) listed on the Specially Designated Nationals and Blocked
      Person List maintained by the Office of Foreign Assets Control (OFAC),
      Department of the Treasury, and/or any other similar lists maintained by
      OFAC pursuant to any authorizing statute, Executive Order or regulation or
      (ii) a person designated under Section 1(b), (c) or (d) of Executive Order
      No. 13224 (September 23, 2001), any related enabling legislation or any
      other similar Executive Orders, and each Covered Person shall comply, and
      cause each other Covered Person to comply, with all applicable Bank
      Secrecy Act ("BSA") and anti-money laundering laws and --- regulations.

      14.8. DISCOVERY AND CLEAN-UP OF HAZARDOUS MATERIAL.

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<PAGE>

            14.8.1. IN GENERAL. Upon any Covered Person receiving notice of any
            violation of Environmental Laws or any similar notice described in
            Section 12.10.3, or upon any Covered Person otherwise discovering
            Hazardous Material on any property owned or leased by such Covered
            Person which is in violation of, or which would result in liability
            under, any Environmental Law, Borrower shall: (i) promptly take such
            reasonable acts as may be necessary to prevent danger or harm to the
            property or any person therein as a result of such Hazardous
            Material; (ii) at the request of Administrative Agent, and at
            Borrower's sole cost and expense, obtain and deliver to
            Administrative Agent promptly, but in no event later than 90 days
            after such request, a then currently dated environmental assessment
            of the property certified to Administrative Agent and any future
            holder of the Loan Obligations, a proposed plan for responding to
            any environmental problems described in such assessment, and an
            estimate of the costs thereof; and (iii) take all necessary steps to
            initiate and expeditiously complete all removal, remedial, response,
            corrective and other action to eliminate any such environmental
            problems, and keep Administrative Agent informed of such actions and
            the results thereof.

            14.8.2. ASBESTOS CLEAN-UP. In the event that any property owned by
            any Covered Person contains Asbestos Material, Borrower shall
            develop and implement, as soon as reasonably possible, an Operations
            and Maintenance Program (as contemplated by EPA guidance document
            entitled Managing Asbestos in Place; A Building Owner's Guide to
            Operations and Maintenance Programs for Asbestos-Containing
            Materials) for managing in place the Asbestos Material, and deliver
            a true, correct and complete copy of such Operations and Maintenance
            Program to Administrative Agent. In the event that the asbestos
            survey done in connection with developing the Operations and
            Maintenance Program reveals Asbestos Material which, due to its
            condition, location or planned building renovation, is recommended
            to be encapsulated or removed, Borrower shall promptly cause the
            same to be encapsulated or removed and disposed of offsite, in
            either case by a licensed and experienced asbestos contractor, all
            in accordance with applicable state, federal and local Laws. Upon
            completion of any such encapsulation or removal, Borrower shall
            deliver to Administrative Agent a certificate in such form as is
            then customarily available signed by the consultant overseeing the
            activity certifying to Administrative Agent that the work has been
            completed in compliance with all applicable Laws regarding
            notification, encapsulation, removal and disposal and that no
            airborne fibers beyond permissible exposure limits remain on site.
            All costs of such inspection, testing and remedial actions shall be
            paid by Borrower.

      14.9. TERMINATION OF PENSION BENEFIT PLAN. No Covered Person or ERISA
      Affiliate of such Covered Person shall terminate or amend any Pension
      Benefit Plan maintained by such Covered Person or such ERISA Affiliate if
      such termination or amendment would result in any liability to such
      Covered Person or such ERISA Affiliate under ERISA or any increase in
      current liability for the plan year for which such Covered Person or such
      ERISA Affiliate is required to provide security to such Pension Benefit
      Plan under the

                                       41

<PAGE>

      Code, which such liability could reasonably be expected to have a Material
      Adverse Effect on such Covered Person.

      14.10. NOTICE TO ADMINISTRATIVE AGENT OF MATERIAL EVENTS. Borrower shall,
      promptly upon any Responsible Officer of Borrower obtaining knowledge or
      notice thereof, give notice to Administrative Agent of (i) any breach of
      any of the covenants in Section 14, 15, or 16; (ii) any Default or Event
      of Default; (iii) the commencement of any Material Proceeding; and (iv)
      any loss of or damage to any assets of a Covered Person or the
      commencement of any proceeding for the condemnation or other taking of any
      of the assets of a Covered Person, if Insurance/Condemnation Proceeds in
      excess of $100,000.00 are likely to be payable as a consequence of such
      loss, damage or proceeding, or if such loss, damage or proceeding has or
      is reasonably likely to have a Material Adverse Effect on such Covered
      Person. In addition,

            14.10.1. Borrower shall furnish to Administrative Agent from time to
            time all information which Administrative Agent reasonably requests
            with respect to the status of any Material Proceeding.

            14.10.2. Borrower shall furnish to Administrative Agent from time to
            time all information which Administrative Agent reasonably requests
            with respect to any Pension Benefit Plan established by a Covered
            Person or an ERISA Affiliate of any Covered Person.

            14.10.3. Borrower shall deliver notice to Administrative Agent of
            the establishment of any Pension Benefit Plan by a Covered Person or
            an ERISA Affiliate of such Covered Person.

            14.10.4. Borrower shall promptly deliver to Administrative Agent
            notice of any event of default with respect to any of the Permitted
            Indebtedness, the occurrence of which would be reasonably likely to
            have a Material Adverse Effect.

            14.10.5. Borrower shall promptly deliver notice to Administrative
            Agent of the assertion by the holder of any capital stock,
            membership interest, or any other equity interest in a Covered
            Person or any Indebtedness of a Covered Person in the outstanding
            principal amount in excess of $100,000.00 that a default exists with
            respect thereto or that such Covered Person is not in compliance
            with the terms thereof, or of the threat or commencement by such
            holder of any enforcement action because of such asserted default or
            noncompliance and such assertion, threat or commencement would be
            reasonably likely to have a Material Adverse Effect.

            14.10.6. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of any pending or threatened
            strike, work stoppage, material unfair labor practice claim or other
            material labor dispute affecting a Covered Person.

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<PAGE>

            14.10.7. Borrower shall deliver notice to Administrative Agent of
            any change in the name, state of organization, or form of
            organization of any Covered Person, at least 30 days prior to such
            change.

            14.10.8. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of any event that has or is
            reasonably likely to have a Material Adverse Effect.

            14.10.9. Borrower shall, promptly after becoming aware thereof,
            deliver notice to Administrative Agent of an actual, alleged, or
            potential violation of any Material Law applicable to a Covered
            Person or the property of a Covered Person if such violation would
            reasonably be likely to have a Material Adverse Effect.

            14.10.10. Borrower shall notify Administrative Agent promptly in
            writing of any fact or condition of which Borrower is aware which
            materially and adversely affects the value of the Collateral,
            including any adverse fact or condition or the occurrence of any
            event which causes loss or depreciation in the value of any material
            item of the Collateral, and the amount of such loss or depreciation.
            Borrower shall provide such additional information to Administrative
            Agent regarding the amount of any loss or depreciation in value of
            the Collateral as Administrative Agent may request from time to
            time.

      14.11. BORROWING OFFICER. Borrower shall keep on file with Administrative
      Agent at all times an appropriate instrument naming each Borrowing
      Officer.

      14.12. MAINTENANCE OF SECURITY INTERESTS OF SECURITY DOCUMENTS.

            14.12.1. PRESERVATION AND PERFECTION OF SECURITY INTERESTS. Borrower
            shall promptly, upon the reasonable request of Administrative Agent
            and at Borrower's expense, execute, acknowledge and deliver, or
            cause the execution, acknowledgment and delivery of, and thereafter
            file or record in the appropriate governmental office, any document
            or instrument supplementing or confirming the Security Documents or
            otherwise deemed necessary by Administrative Agent to create,
            preserve or perfect any Security Interest purported to be created by
            the Security Documents or to fully consummate the transactions
            contemplated by the Loan Documents. The foregoing actions by
            Borrower shall include, upon the reasonable request of
            Administrative Agent, (i) filing financing or continuation
            statements, and amendments thereof, in form and substance
            satisfactory to Administrative Agent; (ii) delivering to
            Administrative Agent the originals of each instrument, document and
            chattel paper in the principal amount of $100,000 or more, and all
            other Collateral of which Administrative Agent should have physical
            possession in accordance with applicable law in order to perfect
            Administrative Agent's Security Interest for the benefit of Lenders
            therein, duly endorsed or assigned to Administrative Agent without
            restriction; (iii) delivering to Administrative Agent all letters of
            credit on which Borrower is named beneficiary; (iv) placing a notice
            of the existence of Administrative Agent's Security Interest for the
            benefit of Lenders, acceptable to Administrative Agent,

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<PAGE>

            upon the books and records of Borrower pertaining to the Collateral,
            as designated by Administrative Agent; (v) delivering to
            Administrative Agent or if directed by Administrative Agent, to the
            applicable government agency, such notices, filings, statements,
            continuations, or amendments as Administrative Agent shall deem
            necessary as desirable to perfect its interest in that portion of
            the Collateral that consists of Intellectual Property; and (vi)
            delivering to Administrative Agent or if directed by Administrative
            Agent, to the applicable government agency, such notices, filings,
            statements, continuations or amendments as Administrative Agent
            shall deem necessary or desirable to perfect its interest in that
            portion of the Collateral that consists of Accounts of a value in
            excess of $450,000.00 with respect to which the Account Debtor is
            the United States of America or any department agency, public
            corporation or other instrumentality thereof. Borrower hereby
            authorizes Administrative Agent to file any financing or
            continuation statements and amendments thereof covering the
            Collateral of all Covered Persons in form and substance satisfactory
            to Administrative Agent and ratifies Administrative Agent's
            authority to file any such statements or amendments already filed.

            14.12.2. COLLATERAL HELD BY WAREHOUSEMAN, BAILEE, ETC. If any
            Collateral of a value in excess of $250,000.00 in the aggregate is
            at any time in the possession or control of a warehouseman, bailee
            or any of Borrower's agents or processors, then Borrower shall
            notify Administrative Agent thereof and shall notify such Person of
            Administrative Agent's Security Interest for the benefit of Lenders
            in such Collateral and, upon Administrative Agent's request,
            instruct such Person to hold all such Collateral for Administrative
            Agent's account subject to Administrative Agent's instructions. If
            at any time any material portion of the Collateral as determined by
            Administrative Agent in its reasonable discretion is located on any
            premises that are not owned by a Covered Person, then Borrower, if
            requested by Administrative Agent, shall obtain or cause to be
            obtained written waivers, in form and substance satisfactory to
            Administrative Agent, of all present and future Security Interests
            to which the owner or lessor or any mortgagee of such premises may
            be entitled to assert against the Collateral.

            14.12.3. COMPLIANCE WITH TERMS OF SECURITY DOCUMENTS. Each Covered
            Person shall comply with all of the terms, conditions and covenants
            in the Security Documents to which such Covered Person is a party.

      14.13. ACCOUNTING SYSTEM. Each Covered Person shall maintain a system of
      accounting established and administered in accordance with GAAP. Without
      limiting the generality of the foregoing:

            14.13.1. ACCOUNT RECORDS. Each Covered Person shall maintain a
            record of Accounts at its principal place of business that itemize
            each Account of such Covered Person and describe the names and
            addresses of the Account Debtors on such Accounts, all relevant
            invoice numbers, invoice dates, and shipping dates, and the due
            dates, collection histories, and aging of such Accounts.

                                       44

<PAGE>

            14.13.2. TRACING OF PROCEEDS. Each Covered Person shall maintain
            detailed and accurate records of all transfers of any proceeds of
            the Loans from Borrower to such Covered Person. Borrower shall
            maintain reasonably detailed and accurate records of proceeds of the
            Loans and transfers of the proceeds of the Loans (i) received by it
            from the Lenders, (ii) transferred from it to any other Covered
            Person, (iii) received by it from another Covered Person, and (iv)
            transferred by it to Persons to effect the Repurchases which such
            record shall include a schedule detailing the sale price paid per
            share to effect such Repurchases.

      14.14. FINANCIAL STATEMENTS. Borrower shall deliver to Administrative
      Agent:

            14.14.1. ANNUAL FINANCIAL STATEMENTS. Within 120 days after the
            close of each fiscal year of Borrower, year-end consolidated and
            consolidating financial statements of Borrower and its Subsidiaries,
            containing a balance sheet, income statement, statement of cash
            flows and an audit report without qualification by an independent
            certified public accounting firm selected by Borrower and
            satisfactory to Administrative Agent, and accompanied by (i) a
            Compliance Certificate of the Chief Financial Officer of Borrower,
            (ii) a certificate of the independent certified public accounting
            firm that examined such financial statements to the effect that they
            have reviewed and are familiar with the financial covenants set
            forth in this Agreement and that, in examining such financial
            statements, they did not become aware of any fact or condition which
            then constituted a Default or Event of Default, except for those, if
            any, described in reasonable detail in such certificate, (iii) the
            management letter and report on internal controls delivered by such
            independent certified public accounting firm in connection with its
            audit, and (iv) if requested by Administrative Agent, any summary
            prepared by such independent certified public accounting firm of the
            adjustments proposed by the members of its audit team.

            14.14.2. QUARTERLY FINANCIAL STATEMENTS. Within 30 days after the
            end of each fiscal quarter of Borrower, unaudited consolidated and
            consolidating internally prepared financial statements of Borrower
            and its Subsidiaries for the quarters not covered by the latest
            year-end financial statements, in each case containing a balance
            sheet, income statement, and statement of cash flows and accompanied
            by a Compliance Certificate of the Chief Financial Officer of
            Borrower.

            Each Compliance Certificate shall be in the form of Exhibit 14.14,
            shall contain detailed calculations of the financial measurements
            referred to in Section 16 for the relevant periods, and shall
            contain statements by the signing officer to the effect that, except
            as explained in reasonable detail in such Compliance Certificate,
            (i) the attached Financial Statements are complete and correct in
            all material respects (subject, in the case of Financial Statements
            other than annual, to normal year-end audit adjustments) and have
            been prepared in accordance with GAAP applied consistently
            throughout the periods covered thereby and with prior periods
            (except as disclosed therein) (ii) all of the Representations and
            Warranties

                                       45

<PAGE>

            are true and correct in all material respects as of the date such
            certification is given as if made on such date, and (iii) there is
            no Existing Default. If any Compliance Certificate delivered to
            Administrative Agent discloses that a representation or warranty is
            not true and correct in all material respects, or that there is an
            Existing Default that has not been cured or waived in writing by
            Required Lenders, such Compliance Certificate shall state what
            action Borrower has taken or proposes to take with respect thereto.

      14.15. OTHER FINANCIAL INFORMATION. Borrower shall also deliver the
      following to Administrative Agent:

            14.15.1. REPORTS OR INFORMATION CONCERNING ACCOUNTS OR INVENTORY.
            Such reports and information, in form and detail satisfactory to
            Administrative Agent, and documents as Administrative Agent may
            reasonably request from time to time concerning Accounts including,
            to the extent requested by Administrative Agent, copies of any
            related invoices.

            14.15.2. STOCKHOLDER REPORTS. Contemporaneously with their filing by
            or on behalf of Borrower or any other Covered Person, copies of any
            proxy statements, financial statements and reports which Borrower
            makes available to its stockholders, members or partners.

            14.15.3. PENSION BENEFIT PLAN REPORTS. Promptly upon the reasonable
            request of Administrative Agent at any time or from time to time, a
            copy of each annual report or other filing or notice filed with
            respect to each Pension Benefit Plan of a Covered Person or an ERISA
            Affiliate of a Covered Person.

            14.15.4. TAX RETURNS. Promptly upon the reasonable request of
            Administrative Agent at any time or from time to time, a copy of
            each federal, state, or local tax return or report filed by
            Borrower.

      14.16. REVIEW OF ACCOUNTS. Not less often than annually, and promptly at
      Administrative Agent's request if there is an Event of Default in
      existence, Borrower shall conduct (and shall cause each other Covered
      Person to conduct) a review of its Accounts, bad debt reserves, and
      collection histories of Account Debtors and promptly following such review
      provide Administrative Agent with a report of such review in form and
      detail satisfactory to Administrative Agent.

      14.17. INTENTIONALLY DELETED.

      14.18. ANNUAL PROJECTIONS. Within the 30 days after the first day of each
      fiscal year of Borrower, projected balance sheets, statements of income
      and expense for Borrower and every other Covered Person as of the end of
      and for each quarter of such fiscal year and each quarter through the
      Revolving Loan Maturity Date, in such detail as Administrative Agent may
      reasonably require, shall be delivered to Administrative Agent.

      14.19. OTHER INFORMATION. Upon the request of Administrative Agent,
      Borrower shall promptly deliver to Administrative Agent such other
      information about the business,

                                       46

<PAGE>

      operations, revenues, financial condition, property, or business prospects
      of Borrower and every other Covered Person as Administrative Agent may,
      from time to time, reasonably request.

      14.20. AUDITS BY ADMINISTRATIVE AGENT. Administrative Agent or Persons
      authorized by and acting on behalf of Administrative Agent or any Lender
      may at any time during normal business hours audit the books and records
      and inspect any of the property of each Covered Person from time to time
      upon reasonable notice to such Covered Person, and in the course thereof
      may make copies or abstracts of such books and records and discuss the
      affairs, finances and books and records of such Covered Person with its
      accountants and officers. Each Covered Person shall cooperate with
      Administrative Agent and such Persons in the conduct of such audits and
      shall deliver to Administrative Agent any instrument necessary for
      Administrative Agent to obtain records from any service bureau maintaining
      records for such Covered Person. Borrower shall reimburse Administrative
      Agent for all reasonable costs and expenses incurred by it in conducting
      each audit. Provided there is no Event of Default that has occurred and is
      continuing, Administrative Agent shall not conduct an audit more than one
      (1) time per calendar year, and Borrower's obligation to reimburse
      Administrative Agent shall be capped at $5,000.00 per audit. However,
      neither limitation shall apply to audits at any time an Event of Default
      is in existence.

      14.21. VERIFICATION OF ACCOUNTS AND NOTICES TO ACCOUNT DEBTORS. Upon the
      occurrence and during the continuation of an Event of Default,
      Administrative Agent shall have the right, in its commercially reasonable
      judgment, to verify the validity and amount of any Account and any other
      maker relating to an Account, by communicating in writing or orally
      directly with the Account Debtor or any Person who represents or
      Administrative Agent believes represents the Account Debtor.

      14.22. APPRAISALS OF COLLATERAL. Upon Administrative Agent's request at
      any time if there is an Event of Default in existence, Borrower shall at
      its expense provide Administrative Agent with appraisals, prepared on a
      basis satisfactory to Administrative Agent and from appraisers acceptable
      to Administrative Agent, of any or all of the Collateral as Administrative
      Agent may reasonably specify.

      14.23. ACCESS TO OFFICERS AND AUDITORS. Each Covered Person shall permit
      any Lender and Administrative Agent and each of their representatives and
      agents to discuss the business, operations, revenues, financial condition,
      property, or business prospects of such Covered Person with its officers,
      accountants and independent auditors as often as Administrative Agent may
      request in its discretion, and such Covered Person shall direct such
      officers, accountants and independent auditors to cooperate with
      Administrative Agent, Lenders, and their representatives and agents, and
      make full disclosure to Administrative Agent, Lenders, and their
      representatives and agents, of those matters that they may deem relevant
      to the continuing ability of Borrower timely to pay and perform the Loan
      Obligations. Administrative Agent and each Lender agrees that it will not
      disclose to third Persons any information that it obtains about any
      Covered Person or its operations or finances that is reasonably considered
      non-public information. Administrative Agent and Lenders may, however,
      disclose such information to each other

                                       47

<PAGE>

      and all of their respective officers, attorneys, auditors, accountants,
      bank examiners, agents and representatives who have a need to know such
      information in connection with the administration, interpretation or
      enforcement of the Loan Documents or the lending and collection activity
      contemplated therein or to the extent required by Law or a Governmental
      Authority. Administrative Agent and Lenders shall advise such Persons that
      such information is to be treated as confidential. Administrative Agent
      and any Lender may also disclose such information in any documents that it
      files in any legal proceeding to pursue, enforce or preserve its rights
      under the Loan Documents to the extent that its counsel advises in writing
      that such disclosure is reasonably necessary. Administrative Agent's and
      Lenders' non-disclosure obligation shall not apply to any information that
      (i) is disclosed to Administrative Agent or any Lender by a third Person
      not affiliated with or employed by Borrower who does not have a
      commensurate duty of non-disclosure, or (ii) becomes publicly known other
      than as a result of disclosure by Administrative Agent or a Lender.

      14.24. PROFORMAS FOR PERMITTED ACQUISITIONS. Borrower shall, no less than
      20 days prior to making any Permitted Acquisition, prepare and furnish to
      Administrative Agent proforma financial statements described below for the
      Target Company (if such Permitted Acquisition is structured as a purchase
      of equity) or the Surviving Company (if such Permitted Acquisition is
      structured as a purchase of assets or a merger), demonstrating to the
      satisfaction of Administrative Agent that the Target Company, all
      Surviving Companies, and Borrower, as the case may be, will be Solvent
      upon consummation of such acquisition and upon the passage of time
      thereafter, and that none of the covenants in Section 16 will be violated
      as a consequence of such acquisition or with the passage of time
      thereafter and, if applicable, demonstrating that the Maximum Available
      Amount will be great enough to allow a Revolving Loan Advance to be made
      in the amount Borrower will request in connection with the closing of such
      Permitted Acquisition. Such proforma financial statements shall contain
      consolidated and consolidating balance sheets, income statements,
      statements of cash flows and such other reports and disclosures of
      Borrower as well as the Target Company (if such Permitted Acquisition is
      structured as a purchase of equity) or the Surviving Company (if such
      Permitted Acquisition is structured as a purchase of assets or a merger)
      and shall cover such forecast periods, as Administrative Agent may in its
      discretion require. Borrower shall also provide to Administrative Agent
      copies of the audited financial statements (if available, or unaudited
      financial statements if no audited financial statements exist) for the
      Target Company for the three fiscal years most recently ended and for each
      of the completed fiscal quarters in the then current fiscal year.

      14.25. INTENTIONALLY DELETED.

      14.26. ACQUISITION DOCUMENTS. Borrower shall fully perform in all material
      respects all of its obligations under all Acquisition Documents, and shall
      enforce all of its rights and remedies thereunder as it deems appropriate
      in its reasonable business judgment; provided, however, that Borrower
      shall not take any action or fail to take any action which would result in
      a waiver or other loss of any material right or remedy of Borrower
      thereunder. Without limiting the generality of the foregoing, Borrower
      shall take all action necessary or appropriate to permit, and shall not
      take any action which would have

                                       48
<PAGE>

     a Material Adverse Effect upon, the full enforcement of all indemnification
     rights under all the Acquisition Documents. Borrower shall not, without
     Administrative Agent's prior written consent, modify, amend, supplement,
     compromise, satisfy, release or discharge any material provision of the
     Acquisition Documents, any material collateral securing the same, any
     Person liable directly or indirectly with respect thereto, or any material
     agreement relating to the Acquisition Documents or the collateral therefor.
     Borrower shall notify Administrative Agent in writing promptly after
     Borrower becomes aware thereof, of any event or fact which could give rise
     to a claim by it for indemnification under any of the Acquisition Documents
     to the extent such claims in the aggregate exceed $100,000.00, and shall
     diligently pursue such right and report to Administrative Agent on all
     further developments with respect thereto. If an Event of Default then
     exists, Borrower shall remit directly to Administrative Agent, for
     application to the Loan Obligations in such order as Administrative Agent
     determines, all amounts received by Borrower as indemnification or
     otherwise pursuant to the Acquisition Documents. If Borrower fails after
     Administrative Agent's demand to pursue diligently any right under any of
     the Acquisition Documents, or if an Event of Default then exists, then
     Administrative Agent may directly enforce such right in its own or
     Borrower's name and may enter into such settlements or other agreements
     with respect thereto as Administrative Agent determines. Notwithstanding
     the foregoing, Borrower shall at all times remain liable to observe and
     perform all of its duties and obligations under all the Acquisition
     Documents, and Administrative Agent's exercise of any of its rights with
     respect to the Collateral shall not release Borrower from any of such
     duties or obligations. Administrative Agent shall not be obligated to
     perform or fulfill any of Borrower's duties or obligations under any of the
     Acquisition Documents or to make any payment thereunder, or to make any
     inquiry as to the sufficiency of any payment or property received by it
     thereunder or the sufficiency of performance by any party thereunder, or to
     present or file any claim, or to take any action to collect or enforce any
     performance or payment of any amounts, or any delivery of any property.

     14.27. FURTHER ASSURANCES. Borrower shall execute and deliver, or cause to
     be executed and delivered, to Administrative Agent such documents and
     agreements, and shall take or cause to be taken such actions, as
     Administrative Agent may from time to time reasonably request to carry out
     the terms and conditions of this Agreement and the other Loan Documents.

15. NEGATIVE COVENANTS. Borrower covenants and agrees that, while any of the
Commitments remains in effect and until all of the Loan Obligations are fully
and indefeasibly paid, no Letters of Credit are outstanding and the Letter of
Credit Exposure is zero, Borrower shall not, directly or indirectly, do any of
the following, or permit any Covered Person to do any of the following, without
the prior written consent of Required Lenders:

     15.1. INVESTMENTS. Make any Investments in any other Person except the
     following:

          15.1.1. Investments in (i) interest-bearing obligations of the United
          States government or any department, agency or instrumentality
          thereof; (ii) certificates of deposit issued by any Lender; (iii)
          prime commercial paper rated A1 or better by Standard and Poor's
          Corporation or Prime P1 or better by Moody's Investor

                                       49

<PAGE>

          Service, Inc.; (iv) agreements involving the sale to a Covered Person
          of United States government securities and their guarantied repurchase
          the next Business Day by a commercial bank chartered under the Laws of
          the United States or any state thereof which has capital and surplus
          of not less than $500,000,000.00 (v) certificates of deposit issued by
          and time deposits with any commercial bank chartered under the Laws of
          the United States or any state thereof which has capital and surplus
          of not less than $500,000,000.00; or (vi) municipal bonds that are
          rated in either of the two highest rating categories by a nationally
          recognized rating service.

          15.1.2. Accounts arising in the ordinary course of business and
          payable in accordance with Borrower's or such Covered Person's
          customary trade terms.

          15.1.3. Any Investments that are the Approved Acquisitions or
          Permitted Acquisitions.

          15.1.4. Investments existing on the Effective Date and disclosed in
          Section 12.19 of the Disclosure Schedule.

          15.1.5. Notes received by a Covered Person in settlement of
          Indebtedness of other Persons to such Covered Person that was incurred
          in the ordinary course of such Covered Person's business.

          15.1.6. Investments by any Covered Person in any other Covered Person.

          15.1.7. Loans to employees of any Covered Person, provided that in no
          event shall all such loans exceed $500,000 in the aggregate.

          15.1.8. Investments by any Covered Person in Johnson.

     15.2. INDEBTEDNESS. Create, incur, assume, or allow to exist any
     Indebtedness of any kind or description, except the following:

          15.2.1. Indebtedness to trade creditors incurred in the ordinary
          course of business, to the extent that it is not overdue past the
          original due date by more than 90 days, provided that Indebtedness
          that is overdue past its original due date by more than ninety (90)
          days will be considered Permitted Indebtedness if it is the subject of
          a good faith dispute and Borrower or such Covered Person has
          established appropriate reserves adequate to pay such items in
          accordance with GAAP.

          15.2.2. The Loan Obligations.

          15.2.3. Indebtedness secured by Permitted Security Interests.

          15.2.4. Indebtedness under Capital Leases to the extent it does not
          exceed $3,500,000.00 in the aggregate at any time and is on terms
          approved in advance in writing by Administrative Agent.

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<PAGE>

          15.2.5. Indebtedness owed by one Covered Person to another Covered
          Person.

          15.2.6. Any Interest Hedge Obligation.

          15.2.7. The Indebtedness set forth on Section 15.2.7 of the Disclosure
          Schedule.

          15.2.8. Indebtedness incurred in connection with Permitted
          Acquisitions that does not exceed $2,500,000.00.

     15.3. PREPAYMENTS. Voluntarily prepay any Indebtedness other than (a) the
     Loan Obligations in accordance with the terms of the Loan Documents, (b)
     trade payables in the ordinary course of business, and (c) Operating and
     Capital Lease obligations.

     15.4. INDIRECT OBLIGATIONS. Create, incur, assume or allow to exist any
     Indirect Obligations except the Permitted Indebtedness and except Indirect
     Obligations existing on the Execution Date and disclosed on Section 12.21
     of the Disclosure Schedule.

     15.5. SECURITY INTERESTS. Create, incur, assume or allow to exist any
     Security Interest upon all or any part of its property, real or personal,
     now owned or hereafter acquired (including, without limitation, any Account
     with respect to which the Account Debtor is the United States or any
     department, agency, public corporation or other instrumentality thereof),
     except the following:

          15.5.1. Security Interests for taxes, assessments or governmental
          charges not delinquent or being diligently contested in good faith and
          by appropriate proceedings and for which adequate book reserves in
          accordance with GAAP are maintained.

          15.5.2. Security Interests arising out of deposits in connection with
          workers' compensation insurance, unemployment insurance, old age
          pensions, or other social security or retirement benefits legislation.

          15.5.3. Deposits or pledges to secure bids, tenders, contracts (other
          than contracts for the payment of money), leases, statutory
          obligations, surety and appeal bonds, and other obligations of like
          nature arising in the ordinary course of business.

          15.5.4. Security Interests imposed by any Law, such as mechanics',
          workmen's, materialmen's, landlords', carriers', or other like
          Security Interests arising in the ordinary course of business which
          secure payment of obligations which are not past due or which are
          being diligently contested in good faith by appropriate proceedings
          and for which adequate reserves in accordance with GAAP are maintained
          on Borrower's books.

          15.5.5. Purchase money Security Interests securing payment of the
          purchase price of capital assets acquired by a Covered Person after
          the Execution Date in an aggregate principal amount outstanding at any
          one time that does not exceed $1,000,000.00.

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<PAGE>

          15.5.6. Security Interests securing the Loan Obligations in favor of
          Administrative Agent for the benefit of Lenders.

          15.5.7. Security Interests existing on the Execution Date that are
          disclosed in Section 12.30 of the Disclosure Schedule and are
          satisfactory to Lenders.

          15.5.8. Security Interests arising in connection with Permitted
          Acquisitions to the extent of the limitations set forth in Section
          15.2.8.

          15.5.9. Security Interests granted under Capital Leases to the extent
          of the limitations set forth in Section 15.2.4 and security interests
          granted under Operating Leases.

     15.6. NO AMENDMENTS TO ACQUISITION DOCUMENTS. Agree to, acquiesce to, or
     consent to any amendment, modification, supplement, restatement,
     replacement or change to any of the documents executed in connection with
     any of the Acquisition Documents if such change would be reasonably likely
     to have a Material Adverse Effect.

     15.7. ACQUISITIONS. Acquire a controlling interest in the stock, membership
     interests, or any other equity interest in a Person, or acquire all or
     substantially all of the assets of a Person (including without limitation
     assets comprising all or substantially all of an unincorporated business
     unit or division of any Person), except for the Approved Acquisitions and
     Permitted Acquisitions. Permitted Acquisition means an acquisition (other
     than the Approved Acquisitions) of a controlling interest in the stock,
     membership interests, or any other equity interest in a Person, or the
     acquisition of all or substantially all of the assets of a Person
     (including without limitation assets comprising all or substantially all of
     an unincorporated business unit or division of any Person), which satisfies
     each of the following conditions: (i) Borrower or any Subsidiary of
     Borrower is the Acquiring Company, (ii) if the acquisition is structured as
     a merger, Borrower or any Subsidiary of Borrower is the Surviving Company,
     (iii) Target Company is in a substantially similar line of business as
     Borrower or another Covered Person, (iv) Target Company has an EBITDA in
     excess of zero for the twelve month period ended on the date such
     acquisition is consummated, (v) there is no Existing Default, and no
     Default or Event of Default will occur or is reasonably likely to occur as
     a result of or due to such acquisition, (vi) Borrower has fully complied
     with Section 14.24 of this Agreement with respect to such acquisition,
     (vii) the Maximum Available Amount is at least $3,000,000.00 after giving
     effect to such acquisition, (viii) the purchase price (including without
     limitation any deferred purchase price, seller notes, assumed Indebtedness,
     or similar items) together with all expenses incurred in connection with
     such acquisition does not exceed $15,000,000.00 for any single acquisition
     or $30,000,000.00 in the aggregate during any fiscal year of Borrower, (ix)
     simultaneously with the closing of such acquisition, the Target Company (if
     such Permitted Acquisition is structured as a purchase of equity) or the
     Surviving Company (if such Permitted Acquisition is structured as a
     purchase of assets or a merger) executes and delivers to Administrative
     Agent (a) such documents necessary to grant to Administrative Agent for the
     benefit of the Lenders a first priority Security Interest in all of the
     assets of such Target Company or Surviving Company (subject to Permitted
     Security Interests), each in form and substance

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<PAGE>

     satisfactory to Administrative Agent (and if the Target Company becomes a
     Subsidiary of any Covered Person, such Covered Person executes and delivers
     to Administrative Agent a Pledge Agreement granting to Administrative Agent
     for the benefit of the Lenders a first priority security interest in 100%
     of the capital stock or other equity interests of such Target Company,
     along with the original stock certificates, if any, and stock powers
     executed in blank, each in form and substance satisfactory to
     Administrative Agent), and (b) an unlimited Guaranty of the Loan
     Obligations, or at the option of Administrative Agent in Administrative
     Agent's absolute discretion, a joinder agreement satisfactory to
     Administrative Agent in which such Target Company or Surviving Company
     becomes a Borrower under this Agreement and assumes primary, joint and
     several liability for the Loan Obligations, (x) prior to the closing of
     such acquisition, a Responsible Officer of Borrower delivers to
     Administrative Agent a certificate on behalf of Borrower certifying that
     such acquisition is a Permitted Acquisition, and (xi) such acquisition is
     friendly, rather than hostile, in nature.

     15.8. BAILMENTS; CONSIGNMENTS; WAREHOUSING. Store any Inventory or other
     assets in excess of $250,000.00 in the aggregate with a bailee,
     warehouseman, consignee or pursuant to an express or implied agreement
     establishing a bailment or consignment of Inventory or similar arrangement,
     unless Administrative Agent has received a written acknowledgment
     satisfactory to Administrative Agent from the third party involved which
     acknowledges the prior perfected Security Interest of Administrative Agent
     for the benefit of Lenders in such Inventory.

     15.9. DISPOSAL OF PROPERTY. Sell, transfer, exchange, lease, or otherwise
     dispose of any of its assets except (i) sales of Inventory in the ordinary
     course of business, (ii) the sales of obsolete or unused assets, (iii)
     sales of assets that are replaced by comparable assets of comparable or
     better quality; and (iv) sales of other assets that do not exceed
     $500,000.00 per year in the aggregate.

     15.10. DISTRIBUTIONS. Directly or indirectly declare or make, or incur any
     liability to make, any Distribution to any Person other than Distributions
     from one Covered Person to another; provided that: (1) the payment of cash
     dividends in an amount not to exceed six cents per share per calendar
     quarter, up to a maximum of $7,500,000.00 per fiscal year and (2) the
     Repurchases shall be permitted so long as there is no Default hereunder at
     the time of declaration of such Distribution or Repurchases. For purposes
     of this Section, a Distribution means and includes (i) any cash dividend or
     payment, (ii) any retirement or prepayment of debt securities (other than
     the Loan Obligation or as otherwise permitted hereunder) before their
     regularly scheduled maturity dates, (iii) any loan or advance to a
     shareholder or partner (other than Permitted Investments), (iv) any direct
     or indirect purchase, redemption or other acquisition or retirement of any
     class of its capital stock other than repurchases of Borrower's capital
     stock made in connection with the exercise by employees of stock options
     either by (x) the acquisition of shares from an employee in payment of the
     exercise price for options, or (y) the withholding of shares in payment of
     an employee's tax obligations in connection with such exercise.

     15.11. CHANGE OF CONTROL. Merge or consolidate with or into another Person
     provided that a Covered Person shall be permitted to merge or consolidate
     with or into another

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<PAGE>

     Covered Person upon advance written notice to Administrative Agent, or
     permit any Person or Group (i) to become the record or beneficial owner,
     directly or indirectly, on a fully diluted basis, of securities
     representing 49% or more of the voting power of Borrower's then outstanding
     securities having the power to vote or 49% or more of Borrower's then
     outstanding capital stock, or (ii) to acquire the power to elect a majority
     of the Board of Directors of Borrower.

     15.12. AMENDMENT TO CHARTER DOCUMENTS. Amend, modify, supplement, restate,
     replace, or change any of its Charter Documents, except to the extent such
     change could not reasonably be expected to adversely affect Administrative
     Agent or any Lender.

     15.13. CAPITAL STRUCTURE; EQUITY SECURITIES. Make any change in capital
     structure which has or is reasonably likely to have a Material Adverse
     Effect; or issue or create any stock, membership interest, or other equity
     interest (or class or series thereof, or non-equity interest that is
     convertible into stock, membership interests or other equity interest (or
     class or series thereof), in any Covered Person, except stock, membership
     interests, or other equity interests (or class or series thereof) that are
     subordinated in right of payment to all the Loan Obligations.

     15.14. CHANGE OF BUSINESS. Engage in any business other than substantially
     as conducted on the Effective Date.

     15.15. TRANSACTIONS WITH AFFILIATES. Enter into or be a party to any
     transaction or arrangement, including the purchase, sale or exchange of
     property of any kind or the rendering of any service, with any Affiliate
     other than a Covered Person, or make any loans or advances to any Affiliate
     other than a Covered Person, except that each Covered Person may engage in
     such transactions in the ordinary course of business and pursuant to the
     reasonable requirements of its business and on fair and reasonable terms
     substantially as favorable to it as those which it could obtain in a
     comparable arm's-length transaction with a non-Affiliate. No Covered Person
     may pay any management or other fees to any Affiliate that is not a Covered
     Person; provided, however, that no such management fees may be paid while
     there is an Existing Default, and any such management fees which are not
     paid when due as a result of this sentence may be subsequently paid only at
     such time as (i) there is no Existing Default, and (ii) the payment of such
     management fee would not cause a Default to occur or result in a Default.

     15.16. CONFLICTING AGREEMENTS. Enter into any agreement, that would, if
     fully complied with by it, result in a Default or Event of Default either
     immediately or upon the elapsing of time.

     15.17. SALE AND LEASEBACK TRANSACTIONS. Enter into any agreement or
     arrangement with any Person providing for any Covered Person to lease or
     rent property that Borrower has sold or will sell or otherwise transfer to
     such Person.

     15.18. NEW SUBSIDIARIES. Organize, create or acquire any Subsidiary unless
     it is part of the Approved Acquisitions or a Permitted Acquisition or
     Borrower has obtained the prior

                                       54
<PAGE>

     written consent of Administrative Agent thereto (which consent shall not be
     unreasonably withheld) and contemporaneously with the organization,
     creation or acquisition of such Subsidiary, the applicable Covered Person
     and such Subsidiary executes and delivers to Administrative Agent for the
     benefit of Lenders the following additional documents: an unlimited
     guaranty of the Loan Obligations by such Subsidiary, a pledge of the
     capital stock or membership interests of such Covered Person in such
     Subsidiary, and other Security Documents requested by Administrative Agent
     so as to grant Administrative Agent, for the benefit of the Lenders, a
     perfected, first priority security interest in all real and personal
     property of such Subsidiary subject to Permitted Security Interests,
     together with an opinion letter from counsel for such Subsidiary. Such
     counsel shall be acceptable to Administrative Agent and such opinion letter
     shall be substantially similar to the opinion letter(s) received on the
     Effective Date.

     15.19. FISCAL YEAR. Change its fiscal year (currently April 1 - March 31),
     without the prior written consent of Administrative Agent, which consent
     shall not be unreasonably withheld.

     15.20. LEASES. Enter into any Capital Leases except as permitted by Section
     15.2.

     15.21. TRANSACTIONS HAVING A MATERIAL ADVERSE EFFECT ON COVERED PERSON.
     Enter into any transaction which has or is reasonably likely to have a
     Material Adverse Effect on any Covered Person; or enter into any
     transaction, or take or contemplate taking any other action, or omit or
     contemplate omitting to take any action, which any Responsible Officer
     knows, or reasonably should know is likely to cause a Default or Event of
     Default hereunder.

16. FINANCIAL COVENANTS.

     16.1. SPECIAL DEFINITIONS. As used in this Section 16 and elsewhere herein,
     the following capitalized terms have the following meanings:

     EBIT means, with respect to any fiscal period of Borrower, the consolidated
     net income of Borrower and each Covered Person for such fiscal period, as
     determined in accordance with GAAP and reported on the Financial Statements
     for such period, plus (i) Interest Expense in such period, (ii) income tax
     expense in such period, and (iii) the non-cash charges of any share-based
     compensation awards, to the extent such non-cash charges were expensed
     during such period in accordance with SFAS 123 or are required to be shown
     as an expense in any comparative financial statements for periods prior to
     the effective date of SFAS 123. For any period during which a Target
     Company is acquired, EBIT shall be calculated on a proforma basis as if
     such Target Company had been acquired on the first day of such period.

     EBITDA means, with respect to any fiscal period of Borrower, the
     consolidated net income of Borrower and each Covered Person for such fiscal
     period, as determined in accordance with GAAP and reported on the Financial
     Statements for such period, plus (i) (A) Interest Expense in such period,
     (B) income tax expense in such period, (C) amortization of good will and
     depreciation expense taken in such period, (D) any

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<PAGE>

     extraordinary loss in such period, (E) payments or noncash charges in such
     period in connection with the SEC Settlement of up to Three Million and
     00/100 Dollars ($3,000,000.00), and (F) the non-cash charges of any
     share-based compensation awards, to the extent such non-cash charges were
     expensed during such period in accordance with SFAS 123 or are required to
     be shown as an expense in any comparative financial statements for periods
     prior to the effective date of SFAS 123, minus (ii) (A) any extraordinary
     gain in such period and (B) any noncash gains in such period in connection
     with the SEC Settlement. For any period during which a Target Company is
     acquired, EBITDA shall be calculated on a proforma basis as if such Target
     Company had been acquired on the first day of such period.

     Interest Expense means for any period of calculation, all interest, whether
     paid in cash or accrued as a liability, but without duplication, on
     Indebtedness of Borrower and each Covered Person during such period.

     Senior Indebtedness means the outstanding balance of the Loan Obligations
     at the time of calculation.

     SFAS 123 means Financial Accounting Standards Board Statement of Financial
     Accounting Standards No. 123 (revised 2004).

     Total Indebtedness means the sum of Senior Indebtedness and the unamortized
     capitalized amount of all Capital Leases.

     All other capitalized terms used in this Section 16 shall have their
     meanings and shall be determined under GAAP.

     16.2. INTENTIONALLY DELETED.

     16.3. MINIMUM INTEREST COVERAGE. The ratio of Borrower's: (i) EBIT minus
     dividends and income tax expense to (ii) Interest Expense for the
     four-quarter period then ended, calculated the last day of each fiscal
     quarter ending March 31, June 30, September 30, and December 31 through the
     Revolving Loan Maturity Date shall not be less than 2.0 to 1.

     16.4. MAXIMUM RATIO OF TOTAL INDEBTEDNESS TO EBITDA. The ratio of
     Borrower's Total Indebtedness to EBITDA for the four-quarter period then
     ended, calculated the last day of each fiscal quarter ending March 31, June
     30, September 30, and December 31 through the Revolving Loan Maturity Date
     shall not be greater than 2.50 to 1.

     16.5. INTENTIONALLY DELETED.

     16.6. MINIMUM EBITDA. Borrower's EBITDA for the four-quarter period then
     ended, calculated as of the last day of each fiscal quarter ending March
     31, June 30, September 30, and December 31 through the Revolving Loan
     Maturity Date shall be no less than (A) $37,000,000, plus (B) 75% of EBITDA
     of Target One and Target Two for the most recently-ended four fiscal
     quarters prior to the closing of each Approved

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<PAGE>

     Acquisition, respectively, as such amount is mutually agreed by the
     Administrative Agent and the Borrower.

17. DEFAULT.

     17.1. EVENTS OF DEFAULT. Any one or more of the following shall constitute
     an event of default (an Event of Default) under this Agreement:

          17.1.1. FAILURE TO PAY PRINCIPAL OR INTEREST. Failure of Borrower to
          pay any principal of the Loans or interest accrued thereon when due or
          within two (2) days thereafter, or failure of Borrower to pay any of
          the other Loan Obligations when due, or within two (2) days
          thereafter.

          17.1.2. FAILURE TO PAY AMOUNTS OWED TO OTHER PERSONS. Failure of any
          Covered Person to make any payment due on Indebtedness of such Covered
          Person over $200,000.00 to Persons (other than Lenders under the Loan
          Documents) which continues uncured or unwaived beyond any applicable
          grace period specified in the documents evidencing such Indebtedness.

          17.1.3. REPRESENTATIONS OR WARRANTIES. Any of the Representations and
          Warranties is discovered to have been false in any material respect
          when made.

          17.1.4. CERTAIN COVENANTS. Failure of any Covered Person to comply
          with the covenants in Sections 14.1, 14.5, 14.9, 14.10, 14.14, 14.20,
          14.23, 14.24, 14.25, 14.26, 15, or 16.

          17.1.5. OTHER COVENANTS. Failure of any Covered Person to comply with
          any of the terms or provisions of any of the Loan Documents applicable
          to it (other than a failure which constitutes an immediate Event of
          Default under, or for which some other grace period is specified in
          any other Section of this 17.1) which is not remedied or waived in
          writing by Administrative Agent within 30 days after a Responsible
          Officer becoming aware of such failure.

          17.1.6. ACCELERATION OF OTHER INDEBTEDNESS. Any Obligation (other than
          a Loan Obligation) of a Covered Person for the repayment of
          $200,000.00 or more of borrowed money becomes or is declared to be due
          and payable or required to be prepaid (other than by an originally
          scheduled prepayment) prior to the original maturity thereof.

          17.1.7. DEFAULT UNDER OTHER AGREEMENTS. The occurrence of any default
          or event of default under any agreement to which a Covered Person is a
          party (other than the Loan Documents), which default or event of
          default continues uncured or unwaived beyond any applicable grace
          period provided therein and has or is reasonably likely to have a
          Material Adverse Effect.

          17.1.8. BANKRUPTCY; INSOLVENCY; ETC. A Covered Person (i) fails to
          pay, or admits in writing its inability to pay, its debts generally as
          they become due, or otherwise becomes insolvent (however evidenced);
          (ii) makes an assignment for

                                       57
<PAGE>

          the benefit of creditors; (iii) files a petition in bankruptcy, is
          adjudicated insolvent or bankrupt, petitions or applies to any
          tribunal for any receiver or any trustee of such Covered Person or any
          substantial part of its property; (iv) commences any proceeding
          relating to such Covered Person under any reorganization, arrangement,
          readjustment of debt, dissolution or liquidation Law of any
          jurisdiction, whether now or hereafter in effect; (v) has commenced
          against it any such proceeding which remains undismissed for a period
          of 60 days, or by any act indicates its consent to, approval of, or
          acquiescence in any such proceeding or the appointment of any receiver
          of or any trustee for it or of any substantial part of its property,
          or allows any such receivership or trusteeship to continue
          undischarged for a period of 60 days; or (vi) takes any action to
          authorize any of the foregoing.

          17.1.9. JUDGMENTS; ATTACHMENT; SETTLEMENT; ETC. Any one or more
          judgments or orders is entered against a Covered Person or any
          attachment or other levy is made against the property of a Covered
          Person with respect to a claim or claims involving in the aggregate
          liabilities (not paid or fully covered by insurance, less the amount
          of reasonable deductibles in effect on the Execution Date) in excess
          of $200,000.00 and such judgment or order becomes final and
          non-appealable or if timely appealed is not fully bonded and
          collection thereof stayed pending the appeal. Notwithstanding the
          foregoing, any order, judgment, or settlement entered into by Borrower
          to effectuate the SEC Settlement shall not constitute an Event of
          Default.

          17.1.10. PENSION BENEFIT PLAN TERMINATION, ETC. Any Pension Benefit
          Plan termination by the PBGC or the appointment by the appropriate
          United States District Court of a trustee to administer any Pension
          Benefit Plan or to liquidate any Pension Benefit Plan; or any event
          which constitutes grounds either for the termination of any Pension
          Benefit Plan by PBGC or for the appointment by the appropriate United
          States District Court of a trustee to administer or liquidate any
          Pension Benefit Plan shall have occurred and be continuing for thirty
          (30) days after Borrower has notice of any such event; or any
          voluntary termination of any Pension Benefit Plan which is a DEFINED
          BENEFIT PENSION PLAN as defined in Section 3(35) of ERISA while such
          defined benefit pension plan has an ACCUMULATED FUNDING DEFICIENCY,
          unless Administrative Agent has been notified of such intent to
          voluntarily terminate such plan and Required Lenders have given their
          consent and agreed that such event shall not constitute a Default; or
          the plan administrator of any Pension Benefit Plan applies under
          Section 412(d) of the Code for a waiver of the minimum funding
          standards of Section 412(1) of the Code and Required Lenders determine
          that the substantial business hardship upon which the application for
          such waiver is based could subject any Covered Person or ERISA
          Affiliate of any Covered Person to a liability in excess of
          $200,000.00.

          17.1.11. LIQUIDATION OR DISSOLUTION. A Covered Person files a
          certificate of dissolution under applicable state Law or is liquidated
          or dissolved or suspends or terminates the operation of its business,
          or has commenced against it any action

                                       58
<PAGE>

          or proceeding for its liquidation or dissolution or the winding up of
          its business, or takes any corporate action in furtherance thereof,
          except in connection with the consolidation of such a Covered Person
          and its assets with another Covered Person and its assets.

          17.1.12. SEIZURE OF ASSETS. All or any material part of the property
          of any Covered Person is nationalized, expropriated, seized or
          otherwise appropriated, or custody or control of such property or of
          any Covered Person shall be assumed by any Governmental Authority or
          any court of competent jurisdiction at the instance of any
          Governmental Authority, unless the same is being contested in good
          faith by proper proceedings diligently pursued and a stay of
          enforcement is in effect.

          17.1.13. RACKETEERING PROCEEDING. There is filed against any Covered
          Person any civil or criminal action, suit or proceeding under any
          federal or state racketeering statute (including, without limitation,
          the Racketeer Influenced and Corrupt Organization Act of 1970), which
          action, suit or proceeding is not dismissed within 120 days and could
          result in the confiscation or forfeiture of any material portion of
          the Collateral.

          17.1.14. LOAN DOCUMENTS; SECURITY INTERESTS. For any reason other than
          the failure of Administrative Agent to take any action available to it
          to maintain perfection of the Security Interests created in favor of
          Administrative Agent for the benefit of Lenders pursuant to the Loan
          Documents, any Loan Document ceases to be in full force and effect or
          any Security Interest with respect to any portion of the Collateral
          intended to be secured thereby ceases to be, or is not, valid,
          perfected and prior to all other Security Interests (other than the
          Permitted Security Interests) or is terminated, revoked or declared
          void or invalid.

          17.1.15. LOSS TO COLLATERAL. Any loss, theft, damage or destruction of
          any item or items of Collateral occurs which either (i) has or is
          reasonably likely to have a Material Adverse Effect on any other
          Covered Person or (ii) materially and adversely affects the operation
          of Borrower's business and is not covered by insurance as required
          herein.

          17.1.16. GUARANTY; GUARANTOR. Any Guaranty ceases to be in full force
          and effect or any action is taken to discontinue or assert the
          invalidity or unenforceability of any Guaranty or any Guarantor fails
          to comply with any of the terms or provisions of any Guaranty, or any
          representation or warranty of any Guarantor therein is false in any
          material respects, or any Guarantor denies that it has any further
          liability under any Guaranty or gives notice to Administrative Agent
          to such effect, or any Guarantor fails to furnish the financial
          statements required under any Guaranty.

     17.2. CROSS DEFAULT. An Event of Default under this Agreement will
     automatically and immediately constitute a default under all other Loan
     Documents without regard to any requirement therein for the giving of
     notice or the passing of time.

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<PAGE>

     17.3. RIGHTS AND REMEDIES.

          17.3.1. TERMINATION OF COMMITMENTS. Upon an Event of Default described
          in Section 17.1.8, the Commitments shall be deemed canceled. Upon any
          other Event of Default, and at any time thereafter, Required Lenders
          may cancel the Commitments. Such cancellation may be, in either case,
          without presentment, demand or notice of any kind, which Borrower
          expressly waives.

          17.3.2. ACCELERATION. Upon an Event of Default described in Section
          17.1.8, all of the outstanding Loan Obligations shall automatically
          become immediately due and payable. Upon any other Event of Default,
          and at any time thereafter, Required Lenders may declare all of the
          outstanding Loan Obligations immediately due and payable. Such
          acceleration may be, in either case, without presentment, demand or
          notice of any kind, which Borrower expressly waives.

          17.3.3. RIGHT OF SETOFF. So long as there is any Event of Default in
          existence, each Lender is hereby authorized, without notice to
          Borrower (any such notice being expressly waived by Borrower), to the
          fullest extent permitted by law, to set off and apply against the Loan
          Obligations any and all deposits (general or special, time or demand,
          provisional or final) at any time held, or any other Indebtedness at
          any time owing by such Lender (or its Affiliate) to or for the credit
          or the account of Borrower, irrespective of whether or not such Lender
          shall have made any demand under this Agreement or the Notes or any
          Guaranty and although such Loan Obligations may be unmatured. The
          rights of each Lender under this Section are in addition to other
          rights and remedies (including, without limitation, other rights of
          setoff) which such Lender may otherwise have. All amounts received by
          each Lender on account of the Loan Obligations pursuant to this
          Section shall be paid over promptly to Administrative Agent for
          distribution to Lenders as provided in this Agreement and shall be
          applied as provided in this Agreement.

          17.3.4. NOTICE TO ACCOUNT DEBTORS. Upon the occurrence of any Event of
          Default and at any time and from time to time thereafter so long as
          such Event of Default is continuing, Administrative Agent may (if
          Required Lenders concur), without prior notice to Borrower, notify any
          or all Account Debtors that the Accounts have been assigned to
          Administrative Agent for the benefit of Lenders and that
          Administrative Agent has a Security Interest therein for the benefit
          of Lenders, and Administrative Agent may direct, or Borrower, at
          Administrative Agent's request, shall direct, any or all Account
          Debtors to make all payments upon the Accounts directly to
          Administrative Agent for the benefit of Lenders.

          17.3.5. ENTRY UPON PREMISES AND ACCESS TO INFORMATION. Upon the
          occurrence of an Event of Default and acceleration of the Loan
          Obligations as provided herein, and at any time thereafter:
          Administrative Agent may (i) enter upon the premises leased or owned
          by Borrower where Collateral is located (or is believed to be located)
          without any obligation to pay rent to Borrower, or any other place or
          places where Collateral is believed to be located, (ii) render
          Collateral usable or

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          saleable, (iii) remove Collateral therefrom to the premises of
          Administrative Agent or any agent of Administrative Agent for such
          time as Administrative Agent may desire in order effectively to
          collect or liquidate Collateral, (iv) take possession of, and make
          copies and abstracts of, Borrower's original books and records, obtain
          access to Borrower's data processing equipment, computer hardware and
          software relating to any of the Collateral and use all of the
          foregoing and the information contained therein in any manner
          Administrative Agent deems appropriate in connection with the exercise
          of Administrative Agent's rights, and (v) notify postal authorities to
          change the address for delivery of Borrower's mail to an address
          designated by Administrative Agent and to receive, open and process
          all mail addressed to Borrower.

          17.3.6. COMPLETION OF UNCOMPLETED INVENTORY ITEMS. Upon the occurrence
          of an Event of Default and at any time and from time to time
          thereafter so long as an Event of Default is continuing,
          Administrative Agent may request that Borrower, and Borrower shall
          upon such request, use Borrower's best efforts to obtain the consent
          of its and any other Covered Person's customers to the completion
          (before or after foreclosure by Administrative Agent of its security
          interest therein) of the manufacture of all uncompleted Inventory
          items that Borrower or any other Covered Person was manufacturing for
          such customers pursuant to contracts or accepted purchase orders, and
          the commitment by such customers to purchase such items upon their
          completion as provided in the relevant contracts or accepted purchase
          orders. Borrower shall, as an uncompensated agent for Lenders,
          complete or cause to be completed the manufacture and shipment of all
          such items as provided in the relevant contracts or accepted purchase
          orders if Administrative Agent so directs.

          17.3.7. BORROWER'S OBLIGATIONS. Upon the occurrence of an Event of
          Default and during its continuance, Borrower shall, if Administrative
          Agent so requests, assemble all the movable tangible Collateral and
          make it available to Administrative Agent at a place or places to be
          designated by Administrative Agent in its discretion.

          17.3.8. SECURED PARTY RIGHTS. Upon an Event of Default and
          acceleration of the Loan Obligations as provided herein, and at any
          time and from time to time thereafter:

               17.3.8.1. Administrative Agent may exercise any or all of its
               rights under the Security Documents as a secured party under the
               UCC and any other applicable Law; and

               17.3.8.2. Administrative Agent may sell or otherwise dispose of
               any or all of the Collateral at public or private sale in a
               commercially reasonable manner, which sale Administrative Agent
               may postpone from time to time by announcement at the time and
               place of sale stated in the notice of sale or by announcement at
               any adjourned sale without being required to give a new notice of
               sale, all as Administrative Agent deems

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               advisable, for cash or credit. Administrative Agent or any Lender
               may become the purchaser at any such sale if permissible under
               applicable Law, and such Lender may, in lieu of actual payment of
               the purchase price, setoff the amount thereof against Borrower's
               obligations owing to Lender, and Borrower agrees that such Lender
               has no obligation to preserve rights to Collateral against prior
               parties or to marshal any Collateral for the benefit of any
               Person.

          In connection with and for the sole purpose of the advertising for
          sale, further manufacture, selling, or otherwise realizing upon any of
          the Collateral securing the obligations of Borrower to Lender, to the
          extent Administrative Agent has not foreclosed upon its Security
          Interest in the following, Administrative Agent may use and is hereby
          granted a license to use, without charge or liability to
          Administrative Agent or Lenders therefor, any of Borrower's or any
          other Covered Person's labels, trade names, trademarks, trade secrets,
          service marks, patents, patent applications, licenses, certificates of
          authority, advertising materials, or any of Borrower's or any other
          Covered Person's other properties or interests in properties of
          similar nature, to the extent that such use thereof is not prohibited
          by agreements under which Borrower or such other Covered Person has
          rights therein, and all of Borrower's rights under license, franchise
          and similar agreements shall inure to Lenders' benefit.

          17.3.9. JOINT AND SEVERAL. Each Obligation and liability to the Letter
          of Credit Issuer, Administrative Agent and each Lender of Borrower,
          including, without limitation, the Loan Obligations, are the joint and
          several obligations of Borrower, and each Guarantor and Administrative
          Agent may proceed directly against Borrower, any Guarantor, all of the
          foregoing, or any one of the foregoing or any combination of the
          foregoing, without first proceeding against Borrower, or without
          joining all Persons liable or potentially liable for any portion of
          the Loan Obligations in one action.

          17.3.10. MISCELLANEOUS. Upon the occurrence of an Event of Default and
          at any time thereafter so long as such Event of Default is continuing,
          Lenders may exercise any other rights and remedies available to
          Lenders under the Loan Documents or otherwise available to Lenders at
          law or in equity.

     17.4. APPLICATION OF FUNDS. Any funds received by Lenders or Administrative
     Agent for the benefit of Lenders with respect to any Loan Obligation after
     its Maturity, including proceeds of Collateral, shall be applied as
     follows: (i) first, to reimburse Lenders pro-rata for any amounts due to
     Lenders under Section 20.9; (ii) second, to reimburse to Administrative
     Agent all unreimbursed costs and expenses paid or incurred by
     Administrative Agent that are payable or reimbursable by Borrower
     hereunder; (iii) third, to reimburse to Lenders pro-rata all unreimbursed
     costs and expenses paid or incurred by Lenders (including costs and
     expenses incurred by Administrative Agent as a Lender that are not
     reimbursable as provided in the preceding clause) that are payable or
     reimbursable by Borrower hereunder; (iv) fourth, to the payment of accrued
     and unpaid fees due hereunder and all other amounts due hereunder (other
     than the Loans and

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     interest accrued thereon); (v) fifth, to the payment of the Loans of each
     of the Lenders and interest accrued thereon (which payments shall be pro
     rata to each of the Lenders in accordance with the amount of the Loans
     outstanding) and to the payment (pari passu with the foregoing) of any
     Interest Hedge Obligations (vi) sixth, to Letter of Credit Issuer as cash
     collateral for the Letter of Credit Exposure; and (vii) seventh, to the
     payment of the other Loan Obligations. Any remaining amounts shall be
     applied to payment of all the Obligations to Administrative Agent. Any
     further remaining amounts shall be paid to Borrower or such other Persons
     as shall be legally entitled thereto. Except as expressly provided
     otherwise herein, Lenders may apply and reverse and reapply, payments and
     proceeds of the Collateral to the Loan Obligations in such order and manner
     as Lenders determine in their absolute discretion. Borrower hereby
     irrevocably waives the right to direct the application of payments and
     proceeds of the Collateral.

     17.5. LIMITATION OF LIABILITY; WAIVER. Administrative Agent and Lenders
     shall not be liable to Borrower as a result of any commercially reasonable
     possession, repossession, collection or sale by Administrative Agent of
     Collateral; and Borrower hereby waives all rights of redemption from any
     such sale and the benefit of all valuation, appraisal and exemption Laws.
     If Administrative Agent seeks to take possession of any of the Collateral
     by replevin or other court process, Borrower hereby irrevocably waives (i)
     the posting of any bonds, surety and security relating thereto required by
     any statute, court rule or otherwise as an incident to such possession,
     (ii) any demand for possession of the Collateral prior to the commencement
     of any suit or action to recover possession thereof, (iii) any requirement
     that Administrative Agent retain possession and not dispose of any
     Collateral until after trial or final judgment, and (iv) to the extent
     permitted by applicable Law, all rights to notice and hearing prior to the
     exercise by Administrative Agent of Administrative Agent's right to
     repossess the Collateral without judicial process or to replevy, attach or
     levy upon the Collateral without notice or hearing. Administrative Agent
     shall have no obligation to preserve rights to the Collateral or to
     marshall any Collateral for the benefit of any Person.

     17.6. NOTICE. Any notice of intended action required to be given by
     Administrative Agent (including notice of a public or private sale of
     Collateral), if given as provided in Section 21.1 at least 10 days prior to
     such proposed action, shall be effective and constitute reasonable and fair
     notice to Borrower.

18. ADMINISTRATIVE AGENT AND LENDERS.

     18.1. APPOINTMENT, POWERS, AND IMMUNITIES. LaSalle is hereby appointed
     Administrative Agent hereunder and under each of the other Loan Documents.
     Each Lender hereby irrevocably appoints and authorizes Administrative Agent
     to act as its agent under this Agreement and the other Loan Documents with
     such powers and discretion as are specifically delegated to Administrative
     Agent by the terms of this Agreement and the other Loan Documents, together
     with such other powers as are reasonably incidental thereto. Administrative
     Agent (which term as used in this sentence and in Section 18.5 and the
     first sentence of Section 18.6 hereof shall include its affiliates and its
     own and its affiliates' officers, directors, employees, and agents): (a)
     shall not have any duties or responsibilities except those expressly set
     forth in this Agreement and

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     shall not be a trustee or fiduciary for any Lender; (b) shall not be
     responsible to the Lenders for any recital, statement, representation, or
     warranty (whether written or oral) made in or in connection with any Loan
     Document or any certificate or other document referred to or provided for
     in, or received by any of them under, any Loan Document, or for the value,
     validity, effectiveness, genuineness, enforceability, or sufficiency of any
     Loan Document, or any other document referred to or provided for therein or
     for any failure by any Covered Person or any other Person to perform any of
     its obligations thereunder or the validity or priority of any Security
     Interest in any Collateral; (c) shall not be responsible for or have any
     duty to ascertain, inquire into, or verify the performance or observance of
     any covenants or agreements by any Covered Person or the satisfaction of
     any condition or to inspect the property (including the books and records)
     of any Covered Person or any of its Subsidiaries or affiliates; (d) shall
     not be required to initiate or conduct any litigation or collection
     proceedings under any Loan Document; and (e) shall not be responsible for
     any action taken or omitted to be taken by it under or in connection with
     any Loan Document, except for its own gross negligence or willful
     misconduct. Administrative Agent may employ agents and attorneys-in-fact
     and shall not be responsible for the negligence or misconduct of any such
     agents or attorneys-in-fact selected by it with reasonable care.

     18.2. RELIANCE BY ADMINISTRATIVE AGENT. Administrative Agent shall be
     entitled to rely upon any certification, notice, instrument, writing, or
     other communication (including, without limitation, any thereof by
     telephone or telecopy) believed by it to be genuine and correct and to have
     been signed, sent or made by or on behalf of the proper Person or Persons,
     and upon advice and statements of legal counsel (including counsel for any
     Covered Person), independent accountants, and other experts selected by
     Administrative Agent. Administrative Agent may deem and treat the payee of
     any Note as the holder thereof for all purposes hereof unless and until
     Administrative Agent receives and accepts an Assignment and Acceptance
     executed in accordance with Section 20.4 hereof. As to any matters not
     expressly provided for by this Agreement, Administrative Agent shall not be
     required to exercise any discretion or take any action, but shall be
     required to act or to refrain from acting (and shall be fully protected in
     so acting or refraining from acting) upon the instructions of the Required
     Lenders, and such instructions shall be binding on all of the Lenders;
     provided, however, that Administrative Agent shall not be required to take
     any action that exposes Administrative Agent to personal liability or that
     is contrary to any Loan Document or applicable law or unless it shall first
     be indemnified to its satisfaction by the Lenders against any and all
     liability and expense which may be incurred by it by reason of taking any
     such action.

     18.3. EMPLOYMENT OF AGENTS AND COUNSEL. Administrative Agent may execute
     any of its duties hereunder by or through employees, agents, and
     attorneys-in-fact and shall not be liable to any Lender, except with
     respect to money or securities received by it or such agents or
     attorneys-in-fact, for the default or misconduct of any such agents or
     attorneys-in-fact selected by it with reasonable care. Administrative Agent
     shall be entitled to advice of counsel concerning all matters pertaining to
     the agency hereby created and its duties hereunder and shall not be liable
     to any Lender for acting or failing to act as advised by such counsel,
     except where doing so violates an express obligation of Administrative
     Agent under the Loan Documents.

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     18.4. DEFAULTS. Administrative Agent shall not be deemed to have knowledge
     or notice of the occurrence of a Default or Event of Default unless
     Administrative Agent has received written notice from a Lender or the
     Borrower specifying such Default or Event of Default and stating that such
     notice is a Notice of Default. In the event that Administrative Agent
     receives such a notice of the occurrence of a Default or Event of Default,
     Administrative Agent shall give notice thereof to the Lenders.
     Administrative Agent shall (subject to Section 18.2 hereof) take such
     action with respect to such Default or Event of Default as shall reasonably
     be directed by the Required Lenders, provided that, unless and until
     Administrative Agent shall have received such directions, Administrative
     Agent may (but shall not be obligated to) take such action, or refrain from
     taking such action, with respect to such Default or Event of Default as it
     shall deem advisable in the best interest of the Lenders.

     18.5. RIGHTS AS LENDER. With respect to its Commitment and the Loans made
     by it, LaSalle (and any successor acting as Administrative Agent) in its
     capacity as a Lender hereunder shall have the same rights and powers
     hereunder as any other Lender and may exercise the same as though it were
     not acting as Administrative Agent, and the term Lender or Lenders shall,
     unless the context otherwise indicates, include Administrative Agent in its
     individual capacity. LaSalle (and any successor acting as Administrative
     Agent) and its affiliates may (without having to account therefor to any
     Lender) accept deposits from, lend money to, make investments in, provide
     services to, and generally engage in any kind of lending, trust, or other
     business with any Covered Person or any of its Subsidiaries or Affiliates
     as if it were not acting as Administrative Agent, and LaSalle (and any
     successor acting as Administrative Agent) and its Affiliates may accept
     fees and other consideration from any Covered Person or any of its
     Subsidiaries or Affiliates for services in connection with this Agreement
     or otherwise without having to account for the same to Lenders. The Lenders
     acknowledge that, pursuant to such activities, Administrative Agent or its
     Affiliates may receive information regarding Borrower or its Affiliates
     (including information that may be subject to confidentiality obligations
     in favor of Borrower or such Affiliates) and acknowledge that
     Administrative Agent shall be under no obligation to provide such
     information to the Lenders.

     18.6. INDEMNIFICATION. Whether or not the transactions contemplated hereby
     are consummated, Lenders agree to reimburse and indemnify Administrative
     Agent upon demand (to the extent not reimbursed under Section 20.8, but
     without limiting the obligations of Borrower under Section 20.8) ratably in
     accordance with their respective Commitments, for any and all liabilities,
     obligations, losses, damages, penalties, actions, judgments, suits, costs,
     expenses (including attorneys' fees), or disbursements of any kind and
     nature whatsoever that may be imposed on, incurred by or asserted against
     Administrative Agent (including by any Lender) in any way relating to or
     arising out of any Loan Document or the transactions contemplated thereby
     or any action taken or omitted by Administrative Agent under any Loan
     Document; provided that no Lender shall be liable for any of the foregoing
     to the extent they arise from the gross negligence or willful misconduct of
     the Person to be indemnified. Without limitation of the foregoing, each
     Lender agrees to reimburse Administrative Agent promptly upon demand for
     its ratable share of any costs or expenses payable by Borrower under
     Section 20.8, to the extent that Administrative Agent is not promptly
     reimbursed for such costs and

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     expenses by Borrower. The agreements contained in this Section shall
     survive payment in full of the Loans and all other amounts payable under
     this Agreement.

     18.7. NOTIFICATION OF LENDERS. Each Lender agrees to use its good faith
     efforts, upon becoming aware of anything which has or is reasonably likely
     to have a Material Adverse Effect on any Covered Person, to promptly notify
     Administrative Agent thereof. Administrative Agent shall promptly deliver
     to each Lender copies of every written notice, demand, report (including
     any financial report), or other writing which Administrative Agent gives to
     or receives from Borrower and which itself (a) constitutes, or which
     contains information about, something that has or is reasonably likely to
     have a Material Adverse Effect on any Covered Person, or (b) is otherwise
     delivered to Administrative Agent by Borrower pursuant to the Loan
     Documents and is deemed material information by Administrative Agent in its
     sole discretion. Administrative Agent and its directors, officers, agents,
     and employees shall have no liability to any Lender for failure to deliver
     any such item to such Lender unless the failure constitutes gross
     negligence or willful misconduct.

     18.8. NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender acknowledges
     that Administrative Agent has not made any representation or warranty to
     it, and that no act by the Administrative Agent hereafter taken, including
     any review of the affairs of Borrower and its Affiliates, shall be deemed
     to constitute any representation or warranty by Administrative Agent to any
     Lender. Each Lender agrees that it has, independently and without reliance
     on Administrative Agent or any other Lender, and based on such documents
     and information as it has deemed appropriate, made its own credit analysis
     of the Covered Persons and their Subsidiaries and decision to enter into
     this Agreement and that it will, independently and without reliance upon
     Administrative Agent or any other Lender, and based on such documents and
     information as it shall deem appropriate at the time, continue to make its
     own analysis and decisions in taking or not taking action under the Loan
     Documents. Except for notices, reports, and other documents and information
     expressly required to be furnished to Lenders by Administrative Agent
     hereunder, Administrative Agent shall not have any duty or responsibility
     to provide any Lender with any credit or other information concerning the
     affairs, financial condition, or business of any Covered Person or any of
     its Subsidiaries or Affiliates that may come into the possession of
     Administrative Agent or any of its Affiliates.

     18.9. RESIGNATION. Administrative Agent may resign at any time by giving
     notice thereof to the Lenders and Borrower. Upon any such resignation, the
     Required Lenders shall have the right to appoint a successor Administrative
     Agent, which shall be a commercial bank organized under the laws of the
     United States of America having a combined capital and surplus of at least
     $1,000,000,000.00. If no successor Administrative Agent shall have been so
     appointed by the Required Lenders and shall have accepted such appointment
     within thirty (30) days after the retiring Administrative Agent's giving of
     notice of resignation, then the retiring Administrative Agent may, on
     behalf of the Lenders, appoint a successor Administrative Agent which shall
     be a commercial bank organized under the laws of the United States of
     America having combined capital and surplus of at least $1,000,000,000.00.
     Upon the acceptance of any appointment as Administrative Agent hereunder by
     a successor, such successor shall

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     thereupon succeed to and become vested with all the rights, powers,
     discretion, privileges, and duties of the retiring Administrative Agent,
     and the retiring Administrative Agent shall be discharged from its duties
     and obligations hereunder. If no successor has accepted appointment as
     Administrative Agent within thirty (30) days after the date on which
     Administrative Agent first attempts to appoint a successor Administrative
     Agent, the resigning Administrative Agent's resignation shall nevertheless
     thereupon become effective and the Lenders shall perform all of the duties
     of the Administrative Agent hereunder until such time, if any, as the
     Required Lenders appoint a successor which accepts such appointment. After
     any retiring Administrative Agent's resignation hereunder as Administrative
     Agent, the provisions of this Section 18.9 shall continue in effect for its
     benefit in respect of any actions taken or omitted to be taken by it while
     it was acting as Administrative Agent.

     18.10. COLLECTIONS AND DISTRIBUTIONS TO LENDERS BY ADMINISTRATIVE AGENT.
     Except as otherwise provided in this Agreement, all payments of interest,
     fees, principal and other amounts received by Administrative Agent for the
     account of Lenders shall be distributed by Administrative Agent to Lenders
     in accordance with their Pro-Rata Shares of the outstanding Loan
     Obligations at the time of such distribution on the same Business Day when
     received, unless received after 1:00 p.m. (Local Time) in which case they
     shall be so distributed by 1:00 p.m. (Local Time) on the next Business Day.
     All amounts received by any Lender on account of the Loan Obligations,
     including amounts received by way of setoff, shall be paid over promptly to
     Administrative Agent for distribution to Lenders as provided above in this
     Section. Such distributions shall be made according to instructions that
     each Lender may give to Administrative Agent from time to time.

     18.11. LENDER AS NON-U.S. PARTICIPANT. To the extent permitted by
     applicable law, each lender that is not a United States person within the
     meaning of Code Section 7701(a)(30) (a "Non-U.S. Participant") shall
     deliver to the Borrower and the Administrative Agent on or prior to the
     initial Advance (or in the case of a Lender that is an Assignee, on the
     date of such assignment to such Lender) two accurate and complete original
     signed copies of IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or
     other applicable form prescribed by the IRS) certifying to such Lender's
     entitlement to a complete exemption from, or a reduced rate in, United
     States withholding tax on interest payments to be made hereunder or any
     Loan. If a Lender that is a Non-U.S. Participant is claiming a complete
     exemption from withholding on interest pursuant to Code Sections 871(h) or
     881(c), the Lender shall deliver (along with two accurate and complete
     original signed copies of IRS Form W-8BEN) a certificate in form and
     substance reasonably acceptable to Administrative Agent (any such
     certificate, a "Withholding Certificate"). In addition, each Lender that is
     a Non-U.S. Participant agrees that from time to time after the date hereof
     (or in the case of a Lender that is an Assignee, after the date of the
     assignment to such Lender), when a lapse in time (or change in
     circumstances occurs) renders the prior certificates hereunder obsolete or
     inaccurate in any material respect, such Lender shall, to the extent
     permitted under applicable law, deliver to the Company and the
     Administrative Agent two new and accurate and complete original signed
     copies of an IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other
     applicable forms prescribed by the IRS), and if applicable, a new
     Withholding Certificate, to confirm or establish the entitlement of such
     Lender or the Administrative Agent to an

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     exemption form, or reduction in, United States withholding tax on interest
     payments to be made hereunder or any Loan.

          Each Lender that is not a Non-U.S. Participant (other than any such
     Lender which is taxed as a corporation for U.S. federal income tax
     purposes) shall provide two properly completed and duly executed copies of
     IRS Form W-9 (or any successor or other applicable form) to the Borrower
     and the Administrative Agent certifying that such Lender is exempt from
     United States backup withholding tax. To the extent that a form provided
     pursuant to this Section is rendered obsolete or inaccurate in any material
     respects as result of change in circumstances with respect to the status of
     a Lender, such Lender shall, to the extent permitted by applicable law,
     deliver to the Borrower and the Administrative Agent revised forms
     necessary to confirm or establish the entitlement to such Lender's or
     Agent's exemption from United States backup withholding tax. The Borrower
     shall not be required to pay additional amounts to a Lender, or indemnify
     any lender, under this Section, to the extent that such obligations would
     not have arisen but for the failure of such Lender to comply with this
     Section.

          Each Lender agrees to indemnify the Administrative Agent and hold the
     Administrative Agent harmless for the full amount of any and all present or
     future Taxes and related liabilities (including penalties, interest,
     additions to tax and expenses, and any Taxes imposed by any jurisdiction on
     amounts payable to the Administrative Agent under this Section) which are
     imposed on or with respect to principal, interest or fees payable to such
     Lender hereunder and which are not paid by the Borrower pursuant to this
     Section, whether or not such Taxes or related liabilities were correctly or
     legally asserted. This indemnification shall be made within 30 days from
     the date the Administrative Agent makes written demand therefor.

19. CHANGE IN CIRCUMSTANCES.

     19.1. COMPENSATION FOR INCREASED COSTS AND REDUCED RETURNS.

          19.1.1. LAW CHANGES OR TAX IMPOSITIONS. If, after the Effective Date,
          the adoption of any applicable Law or any change in any applicable Law
          or any change in the interpretation or administration thereof by any
          Governmental Authority charged with the interpretation or
          administration thereof, or compliance by any Lender (or its Applicable
          Lending Office) with any request or directive (whether or not having
          the force of law) of any such Governmental Authority, central bank, or
          comparable agency:

               19.1.1.1. Subjects such Lender (or its Applicable Lending Office)
               to any Tax with respect to any Eurodollar Loans or its obligation
               to make Eurodollar Loans, or change the basis of taxation of any
               amounts payable to such Lender (or its Applicable Lending Office)
               under this Agreement in respect of any Eurodollar Loans (other
               than Taxes imposed on the overall net income of such Lender by
               the jurisdiction in which such Lender has its principal office or
               such Applicable Lending Office);

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               19.1.1.2. Imposes, modifies, or deems applicable any reserve,
               special deposit, assessment or similar requirement (other than
               the reserve requirement utilized in the determination of the
               Eurodollar Rate) relating to any extensions of credit or other
               assets of, or any deposits with or other liabilities or
               commitments of, such Lender (or its Applicable Lending Office),
               including the Commitment of such Lender hereunder; or

               19.1.1.3. Imposes on such Lender (or its Applicable Lending
               Office) or on the United States market for certificates of
               deposit or the London Interbank market any other condition
               affecting this Agreement, its Commitments or its Note or any of
               such extensions of credit or liabilities or commitments;

          and the result of any of the foregoing is to increase the cost to such
          Lender (or its Applicable Lending Office) of making, converting into,
          continuing, or maintaining any Loans or to reduce any sum received or
          receivable by such Lender (or its Applicable Lending Office) under
          this Agreement or any of its Notes with respect to any Loans, then
          Borrower shall pay to such Lender on demand such amount or amounts as
          will compensate such Lender for such increased cost or reduction. If
          any Lender requests compensation by Borrower under this Section
          19.1.1, Borrower may, by notice to such Lender (with a copy to
          Administrative Agent), suspend the obligation of such Lender to make
          or continue Loans of the type with respect to which such compensation
          is requested, or to convert Loans of any other type into Loans of such
          type, until the event or condition giving rise to such request ceases
          to be in effect (in which case the provisions of Section 19.5 shall be
          applicable); provided, however, that such suspension shall not affect
          the right of such Lender to receive the compensation so requested.

          19.1.2. CAPITAL ADEQUACY. If, after the Effective Date, any Lender
          shall have determined that the adoption of any applicable Law
          regarding capital adequacy or any change therein or in the
          interpretation or administration thereof by any governmental
          authority, central bank, or comparable agency charged with the
          interpretation or administration thereof, or any request or directive
          regarding capital adequacy (whether or not having the force of law) of
          any such governmental authority, central bank, or comparable agency,
          has or would have the effect of reducing the rate of return on the
          capital of such Lender or any corporation controlling such Lender as a
          consequence of such Lender's obligations hereunder to a level below
          that which such Lender or such corporation could have achieved but for
          such adoption, change, request, or directive (taking into
          consideration its policies with respect to capital adequacy), then
          from time to time upon demand Borrower shall pay to such Lender such
          additional amount or amounts as will compensate such Lender for such
          reduction.

          19.1.3. NOTICE TO BORROWER. Each Lender shall promptly notify Borrower
          and Administrative Agent of any event of which it has knowledge,
          occurring after the date hereof, which will entitle such Lender to
          compensation pursuant to this

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          Section 19.1 and will designate a different Applicable Lending Office
          if such designation will avoid the need for, or reduce the amount of,
          such compensation and will not, in the judgment of such Lender, be
          otherwise disadvantageous to it. Any Lender claiming compensation
          under this Section 19.1 shall furnish to Borrower and Administrative
          Agent a statement setting forth the additional amount or amounts to be
          paid to it hereunder which shall be conclusive in the absence of
          manifest error. In determining such amount, such Lender may use any
          reasonable averaging and attribution methods.

     19.2. MARKET FAILURE. If on or prior to the first day of any Interest
     Period for any Eurodollar Loan:

          19.2.1. Administrative Agent determines (which determination shall be
          conclusive) that by reason of circumstances affecting the relevant
          market, adequate and reasonable means do not exist for ascertaining
          the Eurodollar Rate for such Interest Period; or

          19.2.2. the Required Lenders determine (which determination shall be
          conclusive) and notify Administrative Agent that the Eurodollar Rate
          will not adequately and fairly reflect the cost to the Lenders of
          funding Eurodollar Loans for such Interest Period;

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

     19.3. ILLEGALITY. Notwithstanding any other provision of this Agreement, in
     the event that it becomes unlawful for any Lender or its Applicable Lending
     Office to make, maintain, or fund Eurodollar Loans hereunder, then such
     Lender shall promptly notify Borrower thereof and such Lender's obligation
     to make, continue Eurodollar Loans or convert Base Rate Loans into
     Eurodollar Loans shall be suspended until such time as such Lender may
     again make, maintain, and fund Eurodollar Loans (in which case the
     provisions of Section 19.5 shall be applicable).

     19.4. COMPENSATION. Upon the request of any Lender, Borrower shall pay to
     such Lender such amount or amounts as shall be sufficient (in the
     reasonable opinion of such Lender) to compensate it for any loss, cost, or
     expense (including loss of anticipated profits) incurred by it as a result
     of:

          19.4.1. any payment, prepayment, or conversion of a Eurodollar Loan
          for any reason (including, without limitation, the acceleration of the
          Loans pursuant to the terms hereof) on a date other than the last day
          of the Interest Period for such Eurodollar Loan; or

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          19.4.2. any failure by Borrower for any reason to borrow, convert,
          continue, or prepay a Eurodollar Loan on the date for such borrowing,
          conversion, continuation, or prepayment specified in the relevant
          notice of borrowing, prepayment, continuation, or conversion under
          this Agreement.

     If a Lender claims compensation under this Section 19.4, such Lender shall
     furnish a certificate to Borrower that states the amount to be paid to it
     hereunder and includes a description of the method used by such Lender in
     calculating such amount. Borrower shall have the burden of proving that the
     amount of any such compensation calculated by a Lender is not correct. Any
     compensation payable by Borrower to a Lender under this Section 19.4 shall
     be payable without regard to whether such Lender has funded its Pro-Rata
     Share of any Eurodollar Advance or Eurodollar Loan through the purchase of
     deposits in an amount or of a maturity corresponding to the deposits used
     as a reference in determining the Eurodollar Rate.

     19.5. TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to make
     Eurodollar Loans or to continue any Eurodollar Loans, or to convert any
     Base Rate Loan into a Eurodollar Loan shall be suspended pursuant to
     Section 19.1, 19.2, or 19.3 (such Loans being herein called Affected
     Loans), such Lender's Affected Loans shall be automatically and immediately
     converted into Base Rate Loans on the last day(s) of the then current
     Interest Period(s) for Affected Loans (or, in the case of a conversion
     required by Section 19.3, on such earlier date as such Lender may specify
     to Borrower with a copy to Administrative Agent) and, unless and until such
     Lender gives notice as provided below that the circumstances specified in
     Section 19.1, 19.2, or 19.3 that gave rise to such conversion no longer
     exist:

          19.5.1. to the extent that such Lender's Affected Loans have been so
          converted, all payments and prepayments of principal that would
          otherwise be applied to such Lender's Affected Loans shall continue to
          be made and applied as provided for herein; and

          19.5.2. all Loans that would otherwise be made or continued by such
          Lender as Eurodollar Loans shall be made or continued instead as Base
          Rate Loans, and all Loans of such Lender that would otherwise be
          converted into Eurodollar Loans shall be converted instead into (or
          shall remain as) Base Rate Loans.

     If such Lender gives notice to Borrower (with a copy to Administrative
     Agent) that the circumstances specified in Section 19.1, 19.2, or 19.3
     hereof that gave rise to the conversion of such Lender's Affected Loans
     pursuant to this Section 19.5 no longer exist (which such Lender agrees to
     do promptly upon such circumstances ceasing to exist) at a time when Loans
     of the type of the Affected Loans made by other Lenders are outstanding,
     such Lender's Base Rate Loans shall be automatically converted, on the
     first day(s) of the next succeeding Interest Period(s) for such outstanding
     Loans of the type of the Affected Loans, to the extent necessary so that,
     after giving effect thereto, all Loans held by the Lenders holding Loans of
     the type of the Affected Loans and by such Lender are held pro rata (as to
     principal amounts, type of interest, and Interest Periods) in accordance
     with their respective Commitments.

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     19.6. TAXES.

          19.6.1. GROSS-UP. Any and all payments by Borrower to or for the
          account of any Lender or the Administrative Agent hereunder or under
          any other Loan Document shall be made free and clear of and without
          deduction for any and all Taxes, whether imposed now or in the future,
          excluding, in the case of each Lender and the Administrative Agent,
          Taxes imposed on its income, and franchise Taxes imposed on it, by the
          jurisdiction under the Laws of which such Lender (or its Applicable
          Lending Office) or the Administrative Agent (as the case may be) is
          organized or any political subdivision thereof. If Borrower is
          required by Law to deduct any Taxes from or in respect of any sum
          payable under this Agreement or any other Loan Document to any Lender
          or the Administrative Agent, (i) the sum payable will be increased as
          necessary so that after making all required deductions (including
          deductions applicable to additional sums payable under this Section
          19.6) such Lender or the Administrative Agent receives an amount equal
          to the sum it would have received had no such deductions been made,
          (ii) Borrower shall make such deductions, (iii) Borrower shall pay the
          full amount deducted to the relevant taxation authority or other
          authority in accordance with applicable Law, and (iv) Borrower shall
          furnish to Administrative Agent, at its address referred to herein,
          the original or a certified copy of a receipt evidencing payment
          thereof. In addition, Borrower agrees to pay any and all present or
          future stamp or documentary taxes and any other excise or property
          taxes or charges or similar levies which arise from any payment made
          under this Agreement or any other Loan Document or from the execution
          or delivery of, or otherwise with respect to, this Agreement or any
          other Loan Document (hereinafter referred to as Impositions). Borrower
          agrees to indemnify each Lender and the Administrative Agent for the
          full amount of Taxes and Impositions (including, without limitation,
          any Taxes or Impositions imposed or asserted by any jurisdiction on
          amounts payable under this Section 19.6) paid by such Lender or the
          Administrative Agent (as the case may be) and any liability (including
          penalties, interest and expenses) arising therefrom or with respect
          thereto. Within 30 days after the date of any payment of Taxes,
          Borrower shall furnish to Administrative Agent the original or a
          certified copy of the receipt evidencing such payment.

          19.6.2. LENDERS' UNDERTAKINGS.

               19.6.2.1. Each Lender organized under the Laws of a jurisdiction
               outside the United States, on or prior to the date of its
               execution and delivery of this Agreement in the case of each
               Lender listed on the signature pages hereof and on or prior to
               the date on which it becomes a Lender in the case of each other
               Lender, and from time to time thereafter if requested in writing
               by Borrower or Administrative Agent (but only so long as such
               Lender remains lawfully able to do so), shall provide Borrower
               and Administrative Agent with (i) Internal Revenue Service Form
               1001 or 4224, as appropriate, or any successor form prescribed by
               the Internal Revenue Service, certifying that such Lender is
               entitled to benefits under an income tax treaty to which the
               United States is a party

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               which reduces the rate of withholding Tax on payments of interest
               or certifying that the income receivable pursuant to this
               Agreement is effectively connected with the conduct of a trade or
               business in the United States, (ii) Internal Revenue Service Form
               W-8 or W-9, as appropriate, or any successor form prescribed by
               the Internal Revenue Service, and (iii) any other form or
               certificate required by any Governmental Authority (including any
               certificate required by Sections 871(h) and 881(c) of the
               Internal Revenue Code), certifying that such Lender is entitled
               to an exemption from or a reduced rate of Tax on payments
               pursuant to this Agreement or any of the other Loan Documents.
               For any period with respect to which a Lender has failed to
               provide Borrower and Administrative Agent with the appropriate
               form pursuant to this Section 19.6.2 (unless such failure is due
               to a change in treaty or Law occurring subsequent to the date on
               which a form originally was required to be provided), such Lender
               shall not be entitled to indemnification under Section 19.6.1
               with respect to Taxes imposed by the United States; provided,
               however, that should a Lender, which is otherwise exempt from or
               subject to a reduced rate of withholding tax, become subject to
               Taxes because of its failure to deliver a form required
               hereunder, Borrower shall take such steps as such Lender shall
               reasonably request to assist such Lender to recover such Taxes.

               19.6.2.2. If Borrower is required to pay additional amounts to or
               for the account of any Lender or Administrative Agent pursuant to
               this Section 19.6.2, then such Lender or the Administrative Agent
               will agree to use reasonable efforts to change the jurisdiction
               of its Applicable Lending Office so as to eliminate or reduce any
               such additional payment which may thereafter accrue if such
               change, in the judgment of such Lender or the Administrative
               Agent, as the case may be, is not otherwise disadvantageous to
               such Lender or the Administrative Agent, as the case may be.

          19.6.3. SURVIVAL OF BORROWER'S OBLIGATIONS. Without prejudice to the
          survival of any other agreement of Borrower hereunder, the agreements
          and obligations of Borrower contained in this Section 19.6 shall
          survive the termination of the Commitments, the expiration of the
          Letters of Credit, the indefeasible full payment and satisfaction of
          all of the Loan Obligations, and the release of the Collateral.

     19.7. USURY. Notwithstanding any provisions to the contrary in Section 4 or
     elsewhere in any of the Loan Documents, Borrower shall not be obligated to
     pay interest at a rate which exceeds the maximum rate permitted by Law. If,
     but for this Section 19.7, Borrower would be deemed obligated to pay
     interest at a rate which exceeds the maximum rate permitted by Law, or if
     any of the Loan Obligations is paid or becomes payable before its
     originally scheduled Maturity and as a result Borrower has paid or would be
     obligated to pay interest at such an excessive rate, then (i) Borrower
     shall not be obligated to pay interest to the extent it exceeds the
     interest that would be payable at

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     the maximum rate permitted by Law; (ii) if the outstanding Loan Obligations
     have not been accelerated as provided in Section 17.3.2, any such excess
     interest that has been paid by Borrower shall be refunded; (iii) if the
     outstanding Loan Obligations have been accelerated as provided in Section
     17.3.2, any such excess that has been paid by Borrower shall be applied to
     the Loan Obligations as provided in Section 17.4; and (iv) the effective
     rate of interest shall be deemed automatically reduced to the maximum rate
     permitted by Law.

20. GENERAL.

     20.1. LENDERS' RIGHT TO CURE. Required Lenders may from time to time, in
     their absolute discretion, for Borrower's account and at Borrower's
     expense, pay (or, with the consent of Required Lenders, make a Revolving
     Loan Advance to pay) any amount or do any act required of Borrower
     hereunder or requested by Administrative Agent or Required Lenders to
     preserve, protect, maintain or enforce the Loan Obligations, the Collateral
     or Administrative Agent's Security Interests therein for the benefit of
     Lenders, and which Borrower fails to pay or do, including payment of any
     judgment against Borrower, insurance premium, taxes or assessments,
     warehouse charge, finishing or processing charge, landlord's claim, and any
     other Security Interest upon or with respect to the Collateral provided
     that neither Administrative Agent nor any Lender shall take any such
     actions if there is no Event of Default, Borrower is disputing such item(s)
     in good faith and Borrower establishes appropriate reserves adequate to pay
     any such item(s) in accordance with GAAP in the event that Borrower does
     not prevail in such a dispute. All payments that Lenders make pursuant to
     this Section and all out-of-pocket costs and expenses that Lenders pay or
     incur in connection with any action taken by them hereunder shall be a part
     of the Loan Obligations, the repayment of which shall be secured by the
     Collateral. Any payment made or other action taken by Lenders pursuant to
     this Section shall be without prejudice to any right to assert an Event of
     Default hereunder and to pursue Lender's other rights and remedies with
     respect thereto. 20.2. RIGHTS NOT EXCLUSIVE. Every right granted to
     Administrative Agent and Lenders hereunder or under any other Loan Document
     or allowed to it at law or in equity shall be deemed cumulative and may be
     exercised from time to time.

     20.3. SURVIVAL OF AGREEMENTS. All covenants and agreements made herein and
     in the other Loan Documents shall survive the execution and delivery of
     this Agreement, the Notes and other Loan Documents and the making of every
     Advance. All agreements, obligations and liabilities of Borrower under this
     Agreement concerning the payment of money to Administrative Agent and
     Lenders, including Borrower's obligations under Sections 20.8 and 20.9, but
     excluding the obligation to repay the Loans and interest accrued thereon,
     shall survive the repayment in full of the Loans and interest accrued
     thereon, whether or not indefeasible, the return of the Notes to Borrower,
     the termination of the Commitments and the expiration of all Letters of
     Credit.

     20.4. ASSIGNMENTS.

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          20.4.1. PERMITTED ASSIGNMENTS. At any time after the Execution Date,
          any Lender may assign to one or more Eligible Assignees all or a
          portion of its rights and obligations under this Agreement (including
          all or a portion of the Notes payable to it, its Commitments and its
          Loans), provided that the terms of assignment satisfy the following
          requirements:

               20.4.1.1. Administrative Agent shall have accepted the
               assignment, which acceptance shall not be unreasonably withheld.

               20.4.1.2. Each such assignment shall be of a constant, and not a
               varying, percentage of all of the assigning Lender's rights and
               obligations under this Agreement.

               20.4.1.3. For each assignment involving the issuance and transfer
               of Notes, the assigning Lender shall execute an Assignment and
               Acceptance in the form attached hereto as Exhibit 20.4.1 together
               with any Note subject to such assignment and a processing fee of
               $3,500.00.

               20.4.1.4. The minimum Commitment which may be assigned (which
               must include the applicable portion of the assigning Lender's
               Revolving Loan Commitment and Letter of Credit Commitment) is
               $5,000,000.00, or such lesser amount which constitutes such
               Lender's entire Commitment; provided, however, that no such
               minimum shall apply between a Lender and its Affiliates, or
               between one Lender and another Lender or an assignment of all of
               a Lender's rights and obligations under this Agreement.

               20.4.1.5. The assignee shall have an office located in the United
               States and is otherwise an Eligible Assignee.

               20.4.1.6. If there is no Event of Default in existence as of the
               date of such assignment, Borrower shall have consented to the
               assignment, which consent shall not be unreasonably withheld.

          20.4.2. CONSEQUENCES AND EFFECT OF ASSIGNMENTS. From and after the
          effective date specified in any Assignment and Acceptance, the
          assignee shall be deemed and treated as a party to this Agreement and,
          to the extent that rights and obligations hereunder and under the
          Notes held by the assignor have been assigned or negotiated to the
          assignee pursuant to such Assignment and Acceptance, to have the
          rights and obligations of a Lender hereunder as fully as if such
          assignee had been named as a Lender in this Agreement and of a holder
          of such Notes, and the assignor shall, to the extent that rights and
          obligations hereunder or under such Notes have been assigned or
          negotiated by it pursuant to such Assignment and Acceptance,
          relinquish its rights and be released from its future obligations
          under this Agreement. If the assignee is not incorporated under the
          laws of the United States of America or a state thereof, it shall
          deliver to

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          Borrower and Administrative Agent certification as to the exemption
          from deduction or withholding of Taxes in accordance with Section
          19.6.

          20.4.3. AGREEMENTS UPON ASSIGNMENT. By executing and delivering an
          Assignment and Acceptance, the assignor thereunder and the assignee
          confirm to and agree with each other and the other parties hereto
          substantially as follows: (i) the assignment made under such
          Assignment and Acceptance is made under such Assignment and Acceptance
          without recourse; (ii) such assignor makes no representation or
          warranty and assumes no responsibility with respect to the financial
          condition of any Covered Person or the performance or observance by
          any Covered Person of any of its Loan Obligations; (iii) such assignee
          confirms that it has received a copy of this Agreement, together with
          copies of the Financial Statements and such other Loan Documents and
          other documents and information as it has deemed appropriate to make
          its own credit analysis and decision to enter into such Assignment and
          Acceptance; (iv) such assignee will, independently and without
          reliance upon Administrative Agent, such assignor, or any other
          Lender, and based on such documents and information as it deems
          appropriate at the time, continue to make its own credit decisions in
          taking or not taking action under this Agreement; (v) such assignee
          appoints and authorizes Administrative Agent to take such action as
          agent on its behalf and to exercise such powers under this Agreement
          and the other Loan Documents as are delegated to Administrative Agent
          by the terms hereof and thereof, together with such powers as are
          reasonably incidental thereto; and (vi) such assignee agrees that it
          will perform in accordance with their terms all of the obligations
          which by the terms of this Agreement are required to be performed by
          it as a Lender and a holder of a Note.

          20.4.4. REGISTER. Administrative Agent shall maintain at its address
          referred to herein a copy of each Assignment and Acceptance delivered
          to and accepted by it and a register for the recordation of the names
          and addresses of the Lenders and the Commitment of and principal
          amount of Loans owing to, each Lender from time to time (the
          Register). The entries in the Register shall be conclusive and binding
          for all purposes, absent manifest error, and Borrower, Administrative
          Agent and Lenders may treat each Person whose name is recorded in the
          Register as a Lender hereunder for all purposes of this Agreement. The
          Register shall be available for inspection by Borrower or any Lender
          at any reasonable time and from time to time upon reasonable prior
          notice. Upon its receipt of an Assignment and Acceptance executed by
          the parties thereto, together with any Note subject to such assignment
          and payment of the processing fee, Administrative Agent shall, if such
          Assignment and Acceptance has been completed and is in substantially
          the form of Exhibit 20.4.1 hereto, (i) accept such Assignment and
          Acceptance, (ii) record the information contained therein in the
          Register and (iii) give prompt notice thereof to the parties thereto.

          20.4.5. NOTICE TO BORROWER OF ASSIGNMENT. Upon its receipt of an
          Assignment and Acceptance executed by an assigning Lender, if
          Administrative Agent accepts the assignment contemplated thereby,
          Administrative Agent shall give prompt

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          notice thereof to Borrower. Borrower shall execute and deliver
          replacement Notes to the assignor and assignee as requested by
          Administrative Agent and necessary to give effect to the assignment.
          If Borrower fails or refuses to execute and deliver such replacement
          Notes, Administrative Agent may, as agent and attorney-in-fact for
          Borrower, execute and deliver such replacement Notes on behalf of
          Borrower. Borrower hereby appoints Administrative Agent as its agent
          and attorney-in-fact for such purpose and acknowledges that such power
          is coupled with an interest and therefore irrevocable. Administrative
          Agent shall not have any liability to Borrower or anyone else,
          including any Lender, as a consequence of exercising such power in any
          instance.

          20.4.6. ASSIGNMENT TO FEDERAL RESERVE BANK. Notwithstanding any other
          provision set forth in this Agreement, any Lender may at any time
          assign and pledge all or any portion of its Loans and its Note to any
          Federal Reserve Bank as collateral security pursuant to Regulation A
          and any Operating Circular issued by such Federal Reserve Bank. No
          such assignment shall release the assigning Lender from its
          obligations hereunder.

     20.5. SALE OF PARTICIPATIONS. Each Lender may sell participations to one or
     more Persons (other than Borrower or an Affiliate of Borrower) in all or a
     portion of its rights and obligations under this Agreement (including all
     or a portion of its Commitment and its Loans); provided, however, that (i)
     such Lender's obligations under this Agreement shall remain unchanged, (ii)
     such Lender shall remain solely responsible to the other parties hereto for
     the performance of such obligations, (iii) the participant shall be
     entitled to the benefit of the yield protection provisions contained in
     Section 19 and the right of setoff contained in Section 17.3.3, (iv) the
     amount of the participation shall be in a minimum amount of $1,000,000.00
     or such lesser amount which constitutes such Lender's entire Commitment,
     provided, however, that no such minimum amount shall apply to
     participations between any of Lenders or between any Lender and any of its
     Affiliates; and (v) Borrower, the other Lenders and Administrative Agent
     shall continue to deal solely and directly with such Lender in connection
     with such Lender's rights and obligations under this Agreement, and such
     Lender shall retain the sole right to enforce the obligations of Borrower
     relating to its Loans, its Notes and its funding of Advances and to approve
     any amendment, modification, or waiver of any provision of this Agreement
     (other than amendments, modifications, or waivers that (a) decrease the
     amount of principal of the Loans, (b) reduce the rate at which interest is
     payable on the Loans, (c) extend the final maturity of the Notes, (d)
     increase its Commitment (if such increase is to be shared by any such
     Participant), or (e) release any Guarantor. Notwithstanding the foregoing,
     the sale of any such participations which require Borrower to file a
     registration statement with the SEC or under the securities Laws of any
     state shall not be permitted.

     20.6. INTENTIONALLY DELETED.

     20.7. INFORMATION. Any Lender or Administrative Agent may furnish any
     information concerning Borrower or any of its Subsidiaries in the
     possession of such Lender or Administrative Agent, as the case may be, from
     time to time to assignees and participants

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     (including prospective assignees and participants), provided such assignees
     and participants shall agree to keep such information confidential.

     20.8. PAYMENT OF EXPENSES. Borrower agrees to pay or reimburse to
     Administrative Agent all of Administrative Agent's out-of-pocket costs
     incurred in connection with Administrative Agent's due diligence review
     before execution of the Loan Documents; the negotiation and preparation of
     proposals, a commitment letter and the Loan Documents; the syndication of
     the Loans; the administration of this Agreement, the Loan Documents and the
     Loans; the perfection of Administrative Agent's Security Interests in the
     Collateral; the interpretation of any of the Loan Documents; any amendment
     of or supplementation to any of the Loan Documents; and any waiver, consent
     or forbearance with respect to any Default or Event of Default. Borrower
     agrees to pay or reimburse to each Lender all of such Lender's
     out-of-pocket costs incurred in connection with the enforcement of such
     Lender's rights and remedies under the Loan Documents after a Default or
     Event of Default. Administrative Agent's out-of-pocket costs may include
     but are not limited to the following, to the extent they are actually paid
     or incurred by Administrative Agent: title insurance fees and premiums; the
     cost of searches for Security Interests existing against Covered Persons;
     recording and filing fees; appraisal fees; environmental consultant fees;
     litigation costs; and all attorneys' and paralegals' expenses and
     reasonable fees. Each Lender's out-of-pocket costs may include but are not
     limited to the following, to the extent they are actually paid or incurred
     by a Lender: litigation costs and all attorneys' and paralegals' expenses
     and reasonable fees. Attorneys' and paralegals' expenses may include but
     are not limited to filing charges; telephone, data transmission, facsimile
     and other communication costs; courier and other delivery charges; and
     photocopying charges. Litigation costs may include but are not limited to
     filing fees, deposition costs, expert witness fees, expenses of service of
     process, and other such costs paid or incurred in any administrative,
     arbitration, or court proceedings involving a Lender and any Covered
     Person, including proceedings under the Federal Bankruptcy Code. All costs
     which Borrower is obligated to pay or reimburse Administrative Agent or the
     Lenders are Loan Obligations payable to Administrative Agent or Lender, as
     applicable, and are payable on demand by Administrative Agent or such
     Lender.

     20.9. GENERAL INDEMNITY.

          20.9.1. Borrower agrees to indemnify and hold harmless Administrative
          Agent and each Lender and each of their Affiliates and their
          respective officers, directors, employees, agents, and advisors (each,
          an Indemnified Party) from and against any and all claims, damages,
          losses, liabilities, costs, and expenses (including, without
          limitation, reasonable attorneys' fees) that may be incurred by or
          asserted or awarded against any Indemnified Party, in each case
          arising out of or in connection with or by reason of (including,
          without limitation, in connection with any investigation, litigation,
          or proceeding or preparation of defense in connection therewith) the
          Loan Documents, the Acquisition Documents, any of the transactions
          contemplated herein or therein or the actual or proposed use of the
          proceeds of the Loans, or the manufacture, storage, transportation,
          release or disposal of any Hazardous Material on, from, over or
          affecting any of the

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          Collateral or any of the assets, properties, or operations of any
          Covered Person or any predecessor in interest, directly or indirectly,
          except to the extent such claim, damage, loss, liability, cost, or
          expense is found in a final, non-appealable judgment by a court of
          competent jurisdiction to have resulted from such Indemnified Party's
          gross negligence or willful misconduct. In the case of an
          investigation, litigation or other proceeding to which the indemnity
          in this Section 20.9 applies, such indemnity shall be effective
          whether or not such investigation, litigation or proceeding is brought
          by Borrower, its directors, shareholders or creditors or an
          Indemnified Party or any other Person or any Indemnified Party is
          otherwise a party thereto and whether or not the transactions
          contemplated hereby are consummated. Borrower agrees not to assert any
          claim against Administrative Agent, any Lender, any of their
          Affiliates, or any of their respective directors, officers, employees,
          attorneys, agents, and advisers, on any theory of liability, for
          special, indirect, consequential, or punitive damages arising out of
          or otherwise relating to the Loan Documents, the Acquisition
          Documents, any of the transactions contemplated herein or therein or
          the actual or proposed use of the proceeds of the Loans. Borrower
          shall pay, indemnify and hold harmless the Indemnified Parties for,
          from and against, and shall promptly reimburse the Indemnified Parties
          for, any and all claims, damages, liabilities, losses, costs and
          expenses (including reasonable attorneys' fees and expenses and
          amounts paid in settlement) incurred, paid or sustained by the
          Indemnified Parties, arising out of or relating to the Acquisition
          Documents or enforcement by Administrative Agent of any of its rights
          with respect thereto.

          20.9.2. The obligations of Borrower under this Section 20.9 shall
          survive the termination of the Commitments, the expiration of the
          Letters of Credit, the indefeasible full payment and satisfaction of
          all of the Loan Obligations, and the release of the Collateral.

          20.9.3. To the extent that any of the indemnities required from
          Borrower under this Section are unenforceable because they violate any
          Law or public policy, Borrower shall pay the maximum amount which it
          is permitted to pay under applicable Law.

     20.10. LETTERS OF CREDIT. Borrower assumes all risks of the acts or
     omissions of any beneficiary of any of the Letters of Credit. Neither
     Administrative Agent nor any of its directors, officers, employees, agents,
     or representatives shall be liable or responsible for: (a) the use which
     may be made of any of the Letters of Credit or for any acts or omissions of
     beneficiary in connection therewith; (b) the validity, sufficiency or
     genuineness of documents, or of any endorsement(s) thereon, even if such
     documents should in fact prove to be in any or all respects invalid,
     insufficient, fraudulent or forged; (c) payment by Administrative Agent
     against presentation of documents which, on their face, appear to comply
     with the terms of any Letter of Credit, even though such documents may fail
     to bear any reference or adequate reference to any such Letter of Credit;
     or (d) any other circumstances whatsoever in making or failing to make
     payment under any Letter of Credit in connection with which Administrative
     Agent would, pursuant to the Uniform Customs and Practices for Documentary
     Credits (1993 Revision), International Chamber

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<PAGE>

     of Commerce Publication No. 500 (as amended from time to time), be absolved
     from liability. In furtherance and not in limitation of the foregoing,
     Letter of Credit Issuer may accept documents that appear on their face to
     be in order, without responsibility for further investigation, regardless
     of any notice or information to the contrary.

     20.11. CHANGES IN ACCOUNTING PRINCIPLES. If any Covered Person, at the end
     of its fiscal year and with the concurrence of its independent certified
     public accountants, changes the method of valuing the Inventory of such
     Covered Person, or if any other changes in accounting principles from those
     used in the preparation of any of the Financial Statements are required by
     or result from the promulgation of principles, rules, regulations,
     guidelines, pronouncements or opinions by the Financial Accounting
     Standards Board or the American Institute of Certified Public Accountants
     (or successors thereto or bodies with similar functions), and any of such
     changes result in a change in the method of calculation of, or affect the
     results of such calculation of, any of the financial covenants, standards
     or terms found herein, then the parties hereto agree to enter into and
     diligently pursue negotiations in order to amend such financial covenants,
     standards or terms so as to equitably reflect such changes, with the
     desired result that the criteria for evaluating the financial condition and
     results of operations of such Covered Person shall be the same after such
     changes as if such changes had not been made; provided, however, that until
     such changes are made, all financial covenants herein and all the
     provisions hereof which contemplate financial calculation hereunder shall
     remain in full force and effect.

     20.12. LOAN RECORDS. The date and amount of all Advances to Borrower and
     payments of amounts due from Borrower under the Loan Documents will be
     recorded in the records that Administrative Agent normally maintains for
     such types of transactions. The failure to record, or any error in
     recording, any of the foregoing shall not, however, affect the obligation
     of Borrower to repay the Loans and other amounts payable under the Loan
     Documents. Borrower shall have the burden of proving that such records are
     not correct. Borrower agrees that Administrative Agent's and any Lender's
     books and records showing the Loan Obligations and the transactions
     pursuant to this Agreement shall be admissible in any action or proceeding
     arising therefrom, and shall constitute prima facie proof thereof,
     irrespective of whether any Loan Obligation is also evidenced by a
     promissory note or other instrument. Administrative Agent will provide to
     Borrower a monthly statement of Advances, payments, and other transactions
     pursuant to this Agreement. Such statement shall be deemed correct,
     accurate and binding on Borrower and an account stated (except for
     reversals and reapplications of payments as provided in Section 6.7 and
     corrections of errors discovered by Administrative Agent or a Lender),
     unless Borrower notifies Administrative Agent in writing to the contrary
     within 60 days after such statement is rendered. In the event a timely
     written notice of objections is given by Borrower, only the items to which
     exception is expressly made will be considered to be disputed by Borrower.

     20.13. OTHER SECURITY AND GUARANTIES. Administrative Agent or any Lender
     may, without notice or demand and without affecting Borrower's obligations
     hereunder, from time to time: (a) take from any Person and hold collateral
     (other than the Collateral) for the payment of all or any part of the Loan
     Obligations and exchange, enforce and release

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<PAGE>

     such collateral or any part thereof; and (b) accept and hold any
     endorsement or guaranty of payment of all or any part of the Loan
     Obligations and release or substitute any such endorser or guarantor, or
     any Person who has given any Security Interest in any other collateral as
     security for the payment of all or any part of the Loan Obligations, or any
     other Person in any way obligated to pay all or any part of the Loan
     Obligations.

     20.14. LOAN OBLIGATIONS PAYABLE IN DOLLARS. All Loan Obligations that are
     payable in Dollars under the terms of the Loan Documents shall be payable
     only in Dollars. If, however, to obtain a judgment in any court it is
     necessary to convert a Loan Obligation payable in Dollars into another
     currency, the rate of exchange used shall be that at which Administrative
     Agent, using its customary procedures, could purchase Dollars with such
     other currency in New York, New York on the Business Day immediately
     preceding the day on which such judgment is rendered. If any sum in another
     currency is paid to a Lender or received by a Lender and applied to a Loan
     Obligation payable in Dollars, such Loan Obligation shall be deemed paid
     and discharged only to the extent of the amount of Dollars that
     Administrative Agent, using its customary procedures, is able to purchase
     in New York, New York with such sum on the Business Day immediately
     following receipt thereof. Borrower agrees to indemnify each Lender against
     any loss in Dollars that it may incur on such Loan Obligation as a result
     of such payment or receipt and application to such Loan Obligation.

21. MISCELLANEOUS.

     21.1. NOTICES. All notices, consents, requests and demands to or upon the
     respective parties hereto shall be in writing, and shall be deemed to have
     been given or made when delivered in person to those Persons listed on the
     signature pages hereof or three (3) days after deposit in the United States
     mail, postage prepaid, or, in the case of overnight courier services, one
     (1) day after delivery to the overnight courier service, or in the case of
     telecopy notice, when sent, verification received, in each case addressed
     as set forth on the signature pages hereof, or such other address as either
     party may designate by notice to the other in accordance with the terms of
     this Section. No notice given to or demand made on Borrower by
     Administrative Agent or any Lender in any instance shall entitle Borrower
     to notice or demand in any other instance.

     21.2. AMENDMENTS AND MODIFICATIONS; WAIVERS AND CONSENTS. Unless otherwise
     provided herein, no amendment to or modification of any provision of this
     Agreement, or of any of the other Loan Documents shall be effective unless
     it is in writing and signed by authorized officers of Borrower and Required
     Lenders. Unless otherwise provided herein, no waiver of, or consent to any
     departure by Borrower from, the requirements of any provision of this
     Agreement or any of the other Loan Documents shall be effective unless it
     is in writing and signed by authorized officers of Required Lenders. Any
     such amendment, modification, waiver or consent shall be effective only in
     the specific instance and for the purpose for which given. The foregoing
     notwithstanding, no such amendment, modification or consent shall, unless
     signed by authorized officers of Borrower and of all Lenders: (i) extend or
     increase any Commitment or subject any Lender or the Letter of Credit
     Issuer to a greater obligation than expressly provided for in this
     Agreement, (ii) reduce or forgive the repayment of principal of any Advance
     or the

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<PAGE>

     reimbursement of any draw on a Letter of Credit or change the rate, or
     mechanism for determining the rate, of interest on any Advance or any fees
     or other amounts payable by Borrower hereunder, (iii) change the regularly
     scheduled dates for payments of principal or interest of any Advance or
     other fees or amounts payable to any Lender under the Loan Documents
     (including, without limitation, the Revolving Loan Maturity Date), (iv)
     change the provisions of Section 18 to the detriment of any Lender, (v)
     change the definition of Required Lenders herein, (vi) change any
     requirement herein that any particular action be taken by all Lenders or by
     Required Lenders, (vii) change the provisions of this Section, (viii)
     release any of the Collateral (except in the ordinary course of business or
     as otherwise expressly permitted by the terms of this Agreement) or any
     Covered Person or any Guarantor from its obligations under the Loan
     Documents, or (ix) change any provisions of this Agreement requiring
     ratable distributions to Lenders. No failure by Administrative Agent or any
     Lender to exercise, and no delay by Administrative Agent or any Lender in
     exercising, any right, remedy, power or privilege hereunder shall operate
     as a waiver thereof, nor shall any single or partial exercise by
     Administrative Agent or any Lender of any right, remedy, power or privilege
     hereunder preclude any other exercise thereof, or the exercise of any other
     right, remedy, power or privilege existing under any Law or otherwise.

     21.3. RIGHTS CUMULATIVE. Each of the rights and remedies of Administrative
     Agent and Lenders under this Agreement shall be in addition to all of its
     other rights and remedies under applicable Law, and nothing in this
     Agreement shall be construed as limiting any such rights or remedies.

     21.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
     inure to the benefit of the parties hereto and all future holders of the
     Notes and their respective successors and assigns, except that Borrower may
     not assign, delegate or transfer any of its rights or obligations under
     this Agreement without the prior written consent of Administrative Agent
     and Required Lenders. With respect to Borrower's successors and assigns,
     such successors and assigns shall include any receiver, trustee or
     debtor-in-possession of or for Borrower.

     21.5. SEVERABILITY. Any provision of this Agreement which is prohibited,
     unenforceable or not authorized in any jurisdiction shall, as to such
     jurisdiction, be ineffective to the extent of such prohibition,
     unenforceability or lack of authorization without invalidating the
     remaining provisions hereof or affecting the validity, enforceability or
     legality of such provision in any other jurisdiction unless the
     ineffectiveness of such provision would result in such a material change as
     to cause completion of the transactions contemplated hereby to be
     unreasonable.

     21.6. COUNTERPARTS. This Agreement may be executed by the parties hereto on
     any number of separate counterparts, and all such counterparts taken
     together shall constitute one and the same instrument. It shall not be
     necessary in making proof of this Agreement to produce or account for more
     than one counterpart signed by the party to be charged.

     21.7. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement, the Notes and
     the other Loan Documents and the rights and obligations of the parties
     hereunder and

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<PAGE>

     thereunder shall be governed by and construed and interpreted in accordance
     with the internal Laws of the State of Illinois applicable to contracts
     made and to be performed wholly within such state, without regard to choice
     or conflicts of law principles; except that the provisions of the Loan
     Documents pertaining to the creation or perfection of Security Interests or
     the enforcement of rights of Administrative Agent and Lenders in Collateral
     located in a State other that the State of Illinois shall be governed by
     the Laws of such State. This Agreement is solely for the benefit of the
     parties hereto and their respective successors and assigns, and no other
     Person shall have any right, benefit, priority or interest under, or
     because of the existence of, this Agreement.

     21.8. COUNTERPART FACSIMILE EXECUTION. For purposes of this Agreement, a
     document (or signature page thereto) signed and transmitted by facsimile
     machine or telecopier is to be treated as an original document. The
     signature of any Person thereon, for purposes hereof, is to be considered
     as an original signature, and the document transmitted is to be considered
     to have the same binding effect as an original signature on an original
     document. At the request of any party hereto, any facsimile or telecopy
     document is to be re-executed in original form by the Persons who executed
     the facsimile or telecopy document. No party hereto may raise the use of a
     facsimile machine or telecopier or the fact that any signature was
     transmitted through the use of a facsimile or telecopier machine as a
     defense to the enforcement of this Agreement or any amendment or other
     document executed in compliance with this Section.

     21.9. EFFECT OF MERGER OF BANK. Effective immediately upon the merger of
     Administrative Agent or a Lender with or into another financial
     institution, all references to Administrative Agent or such Lender under
     every Loan Document shall be deemed to be references to the surviving
     institution. If the surviving institution does not have a "Prime Rate,"
     references in the Loan Documents to Prime Rate shall be deemed to be
     references to the reference rate (however it is designated) established
     from time to time by the surviving institution that is most similar to the
     Prime Rate.

     21.10. NEGOTIATED TRANSACTION. Borrower, Administrative Agent and each
     Lender represent each to the others that in the negotiation and drafting of
     this Agreement and the other Loan Documents they have been represented by
     and have relied upon the advice of counsel of their choice. Borrower and
     Administrative Agent affirm that their counsel have both had substantial
     roles in the drafting and negotiation of this Agreement and each Lender
     affirms that its counsel has participated in the drafting and negotiation
     of this Agreement; therefore, this Agreement will be deemed drafted by all
     of Borrower, Administrative Agent and Lenders, and the rule of construction
     to the effect that any ambiguities are to be resolved against the drafter
     will not be employed in the interpretation of this Agreement.

     21.11. CHOICE OF FORUM. SUBJECT ONLY TO THE EXCEPTION IN THE NEXT SENTENCE,
     BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY AGREES TO THE
     EXCLUSIVE JURISDICTION OF THE FEDERAL COURT OF THE NORTHERN DISTRICT OF
     ILLINOIS AND THE STATE COURTS OF ILLINOIS LOCATED IN COOK COUNTY AND WAIVES
     ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH

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<PAGE>

     RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREES THAT ANY DISPUTE
     CONCERNING THE RELATIONSHIP BETWEEN ADMINISTRATIVE AGENT, LENDERS, AND
     BORROWER OR THE CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR
     OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE.
     NOTWITHSTANDING THE FOREGOING: (1) ADMINISTRATIVE AGENT OR ANY LENDER SHALL
     HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS
     PROPERTY IN ANY COURTS OF ANY OTHER JURISDICTION ADMINISTRATIVE AGENT OR
     ANY LENDER DEEM NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE
     COLLATERAL, OR OTHER SECURITY FOR THE LOAN OBLIGATIONS, AND (2) EACH OF THE
     PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN
     THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED
     OUTSIDE THOSE JURISDICTIONS.

     21.12. SERVICE OF PROCESS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY
     AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY
     BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER
     AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF, AND SERVICE SO MADE
     SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE
     BEEN SO DEPOSITED IN THE U.S. MAILS; OR AT ADMINISTRATIVE AGENT'S OR ANY
     LENDER'S OPTION, BY SERVICE UPON CT CORPORATION, WHICH BORROWER IRREVOCABLY
     APPOINTS AS BORROWER'S AGENT FOR THE PURPOSE OF ACCEPTING SERVICE OF
     PROCESS WITHIN THE STATE OF ILLINOIS. ADMINISTRATIVE AGENT OR SUCH LENDER
     SHALL PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS SO SERVED UPON SAID
     AGENT TO BORROWER AT ITS ADDRESS ON THE SIGNATURE PAGES HEREOF. NOTHING IN
     THIS SECTION SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER
     TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     21.13. WAIVER OF JURY TRIAL. BORROWER, ADMINISTRATIVE AGENT, AND EACH
     LENDER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
     ACTION OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER
     LOAN DOCUMENT, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
     THE DEALINGS OF THE PARTIES HERETO OR EITHER OF THEM IN RESPECT OF THIS
     AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR
     THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
     WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. BORROWER, ADMINISTRATIVE
     AGENT, AND EACH LENDER AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
     ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY
     AND THAT

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<PAGE>

     EITHER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH
     ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE
     WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

     21.14. INCORPORATION BY REFERENCE. Each attachment, exhibit and schedule
     hereto and all of the terms of the other Loan Documents are incorporated in
     and made a part of this Agreement by this reference.

     21.15. PATRIOT ACT NOTIFICATION. As required by federal law and LaSalle's
     policies and practices, LaSalle may need to collect certain customer
     identification information and documentation in connection with opening or
     maintaining accounts, or establishing or continuing to provide services.

     21.16. STATUTORY NOTICE - INSURANCE. The following notice is given pursuant
     to Section 10 of the Collateral Protection Act set forth in Chapter 815
     Section 180/1 of the Illinois Compiled Statutes (1996); nothing contained
     in such notice shall be deemed to limit or modify the terms of the Loan
     Documents:

     UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR
     AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR
     INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT
     YOUR INTERESTS. THE COVERAGE THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT
     YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU IN CONNECTION WITH THE
     COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY
     AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY
     OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE
     RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE
     PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH
     THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE
     CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY
     BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION. THE COSTS OF THE
     INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN
     ON YOUR OWN.

     21.17. STATUTORY NOTICE - ORAL COMMITMENTS. Nothing contained in the
     following notice shall be deemed to limit or modify the terms of the Loan
     Documents:

     ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH DEBT ARE NOT ENFORCEABLE REGARDLESS OF THE LEGAL THEORY UPON WHICH IT
     IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT.

                                       85
<PAGE>

     TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR
     DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
     IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
     AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

     Borrower acknowledges that there are no other agreements between
     Administrative Agent, Lenders, and Borrower, oral or written, concerning
     the subject matter of the Loan Documents, and, except as expressly
     described herein, that all prior agreements concerning the same subject
     matter, including any proposal or commitment letter, are merged into the
     Loan Documents and thereby extinguished.

                            [SIGNATURE PAGES FOLLOW]

                                       86
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by appropriate duly authorized officers as of the Execution Date.

TALX CORPORATION, A MISSOURI CORPORATION
AS BORROWER

By: ___________________________________________
Name: _________________________________________
Title: ________________________________________

NOTICE ADDRESS FOR BORROWER:

1850 Borman Court
St. Louis, Missouri 63146
Attention:  William Canfield

WITH A COPY TO:
Bryan Cave LLP
One Metropolitan Square
Suite 3600
St. Louis, Missouri 63102
Attention: R. Randall Wang and Karen W. Fries

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

LASALLE BANK NATIONAL ASSOCIATION
AS ADMINISTRATIVE AGENT AND A LENDER

By: __________________________________________
Name: ________________________________________
Title: _______________________________________

NOTICE ADDRESS:

LaSalle Bank National Association
135 S. LaSalle Street, Suite 1425
Chicago, IL 60603
Attention:  Maria Coronado

With copies to:

One Metropolitan Square
One North Brentwood, Suite 950
Clayton, Missouri  63105
Attention:  Tom Harmon

And

Blackwell Sanders Peper Martin
720 Olive Street, Suite 2400
St. Louis, Missouri 63101
Attention:  John P. McNearney

APPLICABLE LENDING OFFICE:

LaSalle Bank National Association
135 S. LaSalle Street, Suite 1425
Chicago, IL 60603
Attention:  Maria Coronado

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

SOUTHWEST BANK OF ST. LOUIS, AS A LENDER

By: _________________________________
Name: Robert W. Sellers
Title: Senior Vice-President

By: _________________________________
Name: John D. Haffenreffer
Title: Executive Vice President

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

Southwest Bank of St. Louis
13205 Manchester Road
St. Louis, MO  63101
Attn: Robert W. Sellers

With a copy to:

Armstrong Teasdale LLP
One Metropolitan Square
211 N. Broadway, Suite 2600
St. Louis, Missouri 63102
Attention:  John Sullivan

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

NATIONAL CITY BANK OF THE MIDWEST, AS A LENDER

By:_______________________________
Name:_____________________________
Title:____________________________

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

National City Bank
10401 Clayton Road
St. Louis, MO  63131
Attention: Eric Hartman

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

FIFTH THIRD BANK (SOUTHERN INDIANA), AS A LENDER

By:_________________________________
Name:______________________________
Title:_______________________________

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

___________________________________________
___________________________________________
___________________________________________
Attention: ________________________________

With a copy to:

___________________________________________
___________________________________________
___________________________________________
Attention: ________________________________

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
appropriate duly authorized officers as of the Execution Date.

MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., AS A LENDER

By:_________________________________
Name:______________________________
Title:_______________________________

NOTICE ADDRESS AND APPLICABLE LENDING OFFICE:

___________________________________________
___________________________________________
___________________________________________
Attention: ________________________________

With a copy to:

___________________________________________
___________________________________________
___________________________________________
Attention: ________________________________

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

                    ACKNOWLEDGEMENT AND CONSENT OF GUARANTORS

Each Guarantor (i) acknowledges the amendments to and restatement of the First
Amended and Restated Loan Agreement as set forth in this Agreement; (ii)
consents to the execution of this Agreement by the Borrower and (iii)
acknowledges that this consent is not required under the terms of its Guaranty
and that the execution hereof by the Guarantor shall not be construed to require
the Lenders to obtain its acknowledgment to any future amendment, modification
or waiver of any term of the Agreement except as otherwise provided in said
Guaranty. Each Guarantor hereby agrees that the Guaranty shall apply, without
limitation, to all indebtedness, obligations and liabilities of the Borrower
under this Agreement and that the Guaranty shall be and remain in full force and
effect.

TALX UCM SERVICES, INC., A MISSOURI CORPORATION, AS A GUARANTOR

By:________________________________
Name:______________________________
Title:_____________________________

TALX FASTIME SERVICES, INC., A TEXAS CORPORATION, AS A GUARANTOR

By:________________________________
Name:______________________________
Title:_____________________________

TALX EMPLOYER SERVICES, LLC, A MISSOURI LIMITED LIABILITY COMPANY, AS A
GUARANTOR

By:________________________________
Name:______________________________
Title:_____________________________

UI ADVANTAGE, INC., A MARYLAND CORPORATION, AS A GUARANTOR

By:________________________________
Name:______________________________
Title:_____________________________

TBT ENTERPRISES, INCORPORATED, A MARYLAND CORPORATION, AS A GUARANTOR

By:________________________________
Name:______________________________
Title:_____________________________

NET PROFIT, INC., A SOUTH CAROLINA CORPORATION, AS A GUARANTOR

By:________________________________
Name:______________________________
Title:_____________________________

<PAGE>

                                   EXHIBIT 2.1

                                    GLOSSARY

ACCOUNT -- as to any Person, the right of such Person to payment for goods sold
or leased or for services rendered by such Person.

ACCOUNT DEBTOR -- the obligor on any Account.

ACQUIRING COMPANY -- the Person obligated to pay or provide the consideration
payable in connection with a Permitted Acquisition upon the consummation
thereof.

ACQUISITION DOCUMENTS -- means the documents to which Borrower or any other
Covered Person is a party and under which the Approved Acquisitions or any
Permitted Acquisition is contemplated.

ACQUISITION DOCUMENTS ASSIGNMENT -- the assignment of the Acquisition Documents
that is executed and delivered to Administrative Agent for the benefit of
Lenders as provided herein.

ADJUSTED BASE RATE -- is defined in Section 4.3.

ADJUSTED EURODOLLAR RATE -- is defined in Section 4.4.

ADMINISTRATIVE AGENT -- LaSalle in its capacity as Administrative Agent under
this Agreement, and its successors and assigns in such capacity.

ADVANCE -- a Revolving Loan Advance or Swingline Loan.

ADVANCE DATE -- the date on which an Advance is requested by Borrower to be
made, or is otherwise contemplated or intended to be made, as provided herein.

AFFECTED LOAN -- is defined in Section 19.5.

AFFILIATE -- with respect to any Person, (a) any other Person who is a partner,
director, officer, stockholder, member, partner or other equity holder of such
Person; and (b) any other Person which, directly or indirectly, through one or
more intermediaries, is in control of, is controlled by or is under common
control with such Person, and any partner, director, officer or stockholder,
member, partner or other equity holder of such other Person described. For
purposes of this Agreement, control of a Person by another Person shall be
deemed to exist if such other Person has the power, directly or indirectly,
either to (i) vote twenty percent (20%) or more of the securities, membership
interests or other equity interest having the power to vote in an election of
directors or managers of such Person, or (ii) direct the management of such
Person, whether by contract or otherwise and whether alone or in combination
with others.

AGENCY FEE -- is specified in Section 5.6.

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AGENCY FEE LETTER -- means that certain fee letter dated March 4, 2004 between
the Borrower and the Agent, which is incorporated herein by reference.

AGGREGATE REVOLVING LOAN -- the from time to time outstanding principal balance
of all Revolving Loan Advances.

AGGREGATE REVOLVING LOAN COMMITMENT -- the aggregate commitments of Lenders as
stated in Section 3.1.1 to fund Revolving Loan Advances, as it may be changed as
provided herein.

AGREEMENT -- this document (including every document that is stated herein to be
an appendix, exhibit or schedule hereto, whether or not physically attached to
this document).

AMENDMENT FEE - the fee payable to Administrative Agent, on behalf of each
Lender, as required in Section 5.1

APPLICABLE LENDING OFFICE -- means, for Administrative Agent and each Lender and
for each Loan, the Applicable Lending Office of Administrative Agent or such
Lender (or of an Affiliate of such Lender) designated for such Loan on the
signature pages hereof or such other office of such Lender (or an Affiliate of
Administrative Agent or such Lender) as Administrative Agent or such Lender may
from time to time specify to Administrative Agent (in the case of another
Lender) and Borrower by written notice in accordance with the terms hereof as
the office by which its Loans are to be made and maintained.

APPROVED ACQUISITIONS -- means the Target One Acquisition and the Target Two
Acquisition.

ASBESTOS MATERIAL -- either asbestos or asbestos-containing materials.

ASSIGNED COLLATERAL -- any tangible or intangible property of Borrower, now
owned or hereafter acquired, other than the Personal Property Collateral in
which Lender holds or will hold a Security Interest under a Collateral
Assignment to secure payment or performance of any of the Loan Obligations as
required or contemplated under Section 8.3, and all proceeds thereof.

BASE RATE -- for any day, the rate per annum equal to the higher of: (i) the
Prime Rate (as such rate may fluctuate from time to time as provided for herein)
for such day; or (ii) the Federal Funds Rates plus 0.5%. Any change in the Base
Rate due to a change in either the Prime Rate or the Federal Funds Rate shall be
effective on the effective date of such change in the Prime Rate or Federal
Funds Rate. The interest rate so designated from time to time as the Base Rate
by Administrative Agent is a reference rate and does not necessarily represent
the lowest or best rate charged to any customer of Administrative Agent or any
other Lender.

BASE RATE ADVANCE -- an Advance that will become a Base Rate Loan.

BASE RATE MARGIN -- is specified in Section 4.5.

BASE RATE LOAN -- any portion of a Loan on which interest accrues at the Base
Rate.

BENEFICIAL OWNER -- as defined in Rule 13-D-3 of the Securities and Exchange
Commission.

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BORROWER -- TALX Corporation, a Missouri corporation.

BORROWING OFFICER -- each officer of Borrower who is authorized to submit a
request for an Advance or the issuance of a Letter of Credit on behalf of
Borrower.

BUSINESS DAY -- a day other than a Saturday, Sunday or other day on which
commercial banks are authorized or required to close under the Laws of either
the United States or the State of Illinois and when used in connection with
Eurodollar Loans, also a day other than any day on which dealings in U.S. Dollar
deposits are not carried on in the London interbank market.

BUYING LENDER(S) -- is defined in Section 3.4.4.

CAPITAL LEASE -- any lease that has been or should be capitalized under GAAP.

CHARTER DOCUMENTS -- the articles or certificate of incorporation and bylaws of
a corporation; the certificate of limited partnership and partnership agreement
of a limited partnership; the partnership agreement of a general partnership;
the articles of organization and operating agreement of a limited liability
company; or the indenture of a trust.

CLAIMS ACT -- the Assignment of Claims Act of 1940.

COBRA -- the Consolidated Omnibus Budget Reconciliation Act.

CODE -- the Internal Revenue Code of 1986 and all regulations thereunder of the
IRS.

COLLATERAL -- all of the Personal Property Collateral, the Assigned Collateral,
any other property in which Administrative Agent or a Lender has a Security
Interest to secure payment or performance of all or any of the Loan Obligations
and all proceeds and products thereof.

COLLATERAL ASSIGNMENT -- any of the collateral assignments required or
contemplated under Section 8.3 to be executed and delivered to Lender.

COMMITMENT - means, as to any Lender, such Lender's commitment to make Loans and
to issue or participate in Letters of Credit under this Agreement.

COMMITMENT AND ACCEPTANCE -- is defined in Section 3.4.1.

COMMITMENT INCREASE NOTICE --is defined in Section 3.4.2.

COMMONLY CONTROLLED ENTITY -- a Person which is under common control with
another Person within the meaning of Section 414(b) or (c) of the Code.

COMPLIANCE CERTIFICATE -- defined in Section 14.14

CONTRACT -- any contract, note, bond, indenture, lease, deed, mortgage, deed of
trust, security agreement, pledge, hypothecation agreement, assignment, or other
agreement or undertaking, or any security.

COVERED PERSON -- defined in Section 2.3.

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DEFAULT -- any of the events listed in Section 17.1 of this Agreement, without
giving effect to any requirement for the giving of notice, for the lapse of
time, or both, or for the happening of any other condition, event or act.

DEFAULT RATE -- the rate of interest payable on each Loan after its Maturity and
in certain other circumstances as provided in Section 4.10.

DISCLOSURE SCHEDULE -- the disclosure schedule of Borrower attached hereto as
Exhibit 12.

DOL -- the United States Department of Labor.

DOLLARS and the sign $ -- lawful money of the United States.

DEFAULTING LENDER -- is defined in Section 7.5.

EBIT -- is defined in Section 16.1.

EBITDA -- is defined in Section 16.1.

EFFECTIVE COMMITMENT AMOUNT -- is defined in Section 3.4.3.

EFFECTIVE DATE -- the date when this Agreement is effective as provided in
Section 1.

ELIGIBLE ASSIGNEE -- means (i) a Lender; (ii) an Affiliate of a Lender; and
(iii) any other Person approved by Administrative Agent; provided, however, that
neither Borrower, any Covered Person, any Guarantor nor an Affiliate of Borrower
or Guarantor shall qualify as an Eligible Assignee.

EMPLOYMENT LAW -- ERISA, the Occupational Safety and Health Act, the Fair Labor
Standards Act, or any other Law pertaining to the terms or conditions of labor
or safety in the workplace or discrimination or sexual harassment in the
workplace.

ENVIRONMENTAL LAW -- the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Water Act, the Clean Air Act, or any other Law pertaining to environmental
quality or remediation of Hazardous Material.

ENVIRONMENTAL PROPERTY TRANSFER ACTS -- any law pertaining to the provision of
notices or obtaining of environmental permit transfers or consents, required in
order to consummate the transfer of real or personal property or the perfection
of Security Interests.

EPA -- the United States Environmental Protection Agency.

ERISA -- the Employee Retirement Income Security Act of 1974.

ERISA AFFILIATE -- as to any Person, any trade or business (irrespective of
whether incorporated) which is a member of a group of which such Person is a
member and thereafter treated as a single employer under 414(b), (c), (m) or (o)
of the Code or applicable Treasury Regulations.

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EURODOLLAR ADVANCE -- an Advance that will become a Eurodollar Loan.

EURODOLLAR MARGIN-- is defined in Section 4.5.

EURODOLLAR LOAN -- any portion of an Aggregate Loan on which interest accrues at
the Adjusted Eurodollar Rate.

EURODOLLAR RATE -- for the applicable Interest Period therefor, means a rate of
interest equal to (a) the per annum rate of interest at which United States
dollar deposits in an amount comparable to the amount of the relevant Eurodollar
Loan and for a period equal to the relevant Interest Period are offered in the
London Interbank Eurodollar market at 11:00 A.M. (London time) two (2) Business
Days prior to the commencement of such Interest Period (or three (3) Business
Days prior to the commencement of such Interest Period if banks in London,
England were not open and dealing in offshore United States dollars on such
second preceding Business Day), as displayed in the Bloomberg Financial Markets
system (or other authoritative source selected by the Administrative Agent in
its sole discretion) or, if the Bloomberg Financial Markets system or another
authoritative source is not available, as the Eurodollar Rate is otherwise
determined by the Administrative Agent in its sole and absolute discretion,
divided by (b) a number determined by subtracting from 1.00 the then stated
maximum reserve percentage for determining reserves to be maintained by member
banks of the Federal Reserve System for Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D), such rate to remain fixed for such Interest Period. Without
limiting the effect of the foregoing, the reserve requirement shall reflect any
other reserves required to be maintained by any Lender with respect to any
category of liabilities which includes deposits by reference to which the
Eurodollar Rate is to be determined, or any category of extensions of credit or
other assets which include Eurodollar Loans. (The entire amount of a Eurodollar
Loan shall be deemed to constitute a Eurocurrency liability and as such shall be
deemed to be subject to such reserve requirements without benefit of credits for
proration, exceptions or setoffs which may be available from time to time to any
Lender under Regulation D.) The Eurodollar Rate shall be adjusted automatically
on and as of the effective date of any change in any such reserve requirements.
The Administrative Agent's determination of the Eurodollar Rate shall be
conclusive, absent manifest error.

EVENT OF DEFAULT -- any of the events listed in Section 17.1 of this Agreement
as to which any requirement for the giving of notice, for the lapse of time, or
both, or for the happening of any further condition, event or act has been
satisfied.

EXECUTION DATE -- the date when this Agreement has been executed.

EXISTING DEFAULT -- a Default which has occurred and is continuing, or an Event
of Default which has occurred, and which has not been waived in writing by the
Required Lenders, or all of the Lenders if required by Section 21.2.

EXISTING LOAN DOCUMENTS -- means, collectively, the Guaranty dated March 27,
2002 executed by TALX UCM Services, Inc. (f/k/a James E. Frick, Inc.), a
Missouri corporation; the Guaranty dated March 27, 2002 executed by TALX FasTime
Services, Inc. (f/k/a Ti3, Inc.) a Texas corporation; the Guaranty dated March
31, 2004, executed by TALX Employer Services, LLC, a

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Missouri limited liability company; the Guaranty dated October 15, 2004,
executed by UI Advantage, Inc., a Maryland corporation; the Guaranty dated
October 15, 2004, executed by TBT Enterprises, Incorporated, a Maryland
corporation; the Guaranty dated October 25, 2004, executed by Net Profit, Inc.,
a South Carolina corporation; the Security Agreement dated March 27, 2002
executed by Borrower; the Security Agreement dated March 27, 2002 executed by
TALX UCM Services, Inc. (f/k/a James E. Frick, Inc.), a Missouri corporation;
the Security Agreement dated March 27, 2002 executed by TALX FasTime Services,
Inc. (f/k/a Ti3, Inc.) a Texas corporation; the Security Agreement dated March
31, 2004, executed by TALX Employer Services, LLC, a Missouri limited liability
company; the Security Agreement dated October 15, 2004, executed by UI
Advantage, Inc., a Maryland corporation; the Security Agreement dated October
15, 2004, executed by TBT Enterprises, Incorporated, a Maryland corporation; the
Security Agreement dated October 25, 2004, by Net Profit, Inc., a South Carolina
Corporation; the Collateral Assignment of Membership Interest dated March 31,
2004, executed by Borrower; the Collateral Assignment of, and Security Interest
in, Lessee's Interest in Lease, dated May 28, 2004, executed by TALX UCM
Services, Inc., a Missouri corporation; the Collateral Assignment of, and
Security Interest in, Lessee's Interest in Lease dated May 28, 2004, executed by
Borrower; the Stock Pledge of Ti3 stock dated March 27, 2002 executed by
Borrower; the Stock Pledge of TALX UCM Services, Inc. stock dated March 26, 2003
executed by Borrower; the Stock Pledge of UI Advantage, Inc., a Maryland
corporation dated October 15, 2004, executed by Borrower; the Stock Pledge of
TBT Enterprises, Incorporated dated October 15, 2004, executed by Borrower, the
Stock Pledge of Net Profit, Inc., a South Carolina corporation, dated October
25, 2004, by Borrower; the Grant of Security Interest in Intellectual Property
dated March 27, 2002 by Borrower; the Grant of Security Interest in Intellectual
Property dated March 27, 2002 by TALX UCM Services, Inc. (f/k/a James E. Frick,
Inc.), a Missouri corporation; the Grant of Security Interest in Intellectual
Property dated March 31, 2004 executed by Borrower; the Grant of Security
Interest in Intellectual Property dated March 31, 2004, by TALX FasTime
Services, Inc., a Texas corporation; the Grant of Security Interest dated March
31, 2004, by TALX UCM Services, Inc. (f/k/a James E. Frick, Inc.), a Missouri
corporation; the Grant of Security Interest in Intellectual Property dated
October 25, 2004, by Net Profit, Inc., a South Carolina corporation; and the
Trademark Assignment by Net Profit Inc., a South Carolina corporation, dated
October 25, 2004.

FEDERAL FUNDS RATE -- for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to Administrative
Agent (in its individual capacity) on such day on such transactions as
determined by Administrative Agent.

FIRST AMENDED AND RESTATED LOAN AGREEMENT -- is defined in the preamble to this
Agreement.

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FINANCIAL STATEMENTS -- the most recent of the Initial Financial Statements and
the financial statements of Borrower required to be furnished to Administrative
Agent under Section 14.14 of this Agreement.

FRB -- the Board of Governors of the Federal Reserve System and any successor
thereto or to the functions thereof.

FRONTING FEE -- the fee payable to Letter of Credit Issuer as required in
Section 5.4.

GAAP -- those generally accepted accounting principles set forth in Statements
of the Financial Accounting Standards Board and in Opinions of the Accounting
Principles Board of the American Institute of Certified Public Accountants or
which have other substantial authoritative support in the United States and are
applicable in the circumstances, as applied on a consistent basis.

GOVERNMENTAL AUTHORITY -- the federal government of the United States; the
government of any foreign country that is recognized by the United States or is
a member of the United Nations; any state of the United States; any local
Government or municipality within the territory or under the jurisdiction of any
of the foregoing; any department, agency, division, or instrumentality of any of
the foregoing; and any court, arbitrator, or board of arbitrators whose orders
or judgements are enforceable by or within the territory of any of the
foregoing.

GROUP -- as used in Regulation 13-D issued by the Securities and Exchange
Commission.

GUARANTOR -- each of the Persons required under this Agreement to execute and
deliver to Administrative Agent for the benefit of Lenders a guaranty of part or
all of the Loan Obligations and each other Persons who previously delivered a
guaranty as noted under the definition "Existing Loan Documents".

GUARANTY -- each guaranty of part or all of the Loan Obligations executed and
delivered to Administrative Agent for the benefit of Lenders by any Guarantor.

HAZARDOUS MATERIAL -- any hazardous, radioactive, toxic, solid or special waste,
material, substance or constituent thereof, or any other such substance (as
defined under any applicable Law or regulation), including Asbestos Material.
HAZARDOUS MATERIAL does not include materials or products containing hazardous
constituents which are not considered to be waste under the applicable
Environmental Law or which are considered to be waste but are transported,
handled or disposed of in accordance with the applicable Environmental Law, or
Asbestos Material which is not friable.

IMPOSITIONS -- is defined in Section 19.6.1.

INDEBTEDNESS -- as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money; (ii) to
pay the deferred purchase price of property or services; (iii) to make payments
or reimbursements with respect to bank acceptances or to a factor; (iv) to make
payments or reimbursements with respect to letters of credit whether or not
there have been drawings thereunder; (v) with respect to which there is any
Security Interest in any property of such Person; (vi) to make any payment or
contribution to a Multi-

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Employer Plan; (vii) that is evidenced by a note, bond, debenture or similar
instrument; (viii) under any conditional sale agreement or title retention
agreement; or (ix) to pay interest or fees with respect to any of the foregoing.
INDEBTEDNESS also includes any other Obligation that either (i) is
non-contingent and liquidated in amount or (ii) should under GAAP be included in
liabilities and not just as a footnote on a balance sheet.

INDIRECT OBLIGATION -- as to any Person, (a) any guaranty by such Person of any
Obligation of another Person; (b) any Security Interest in any property of such
Person that secures any Obligation of another Person; (c) any enforceable
contractual requirement that such Person (i) purchase an Obligation of another
Person or any property that is security for such Obligation, (ii) advance or
contribute funds to another Person for the payment of an Obligation of such
other Person or to maintain the working capital, net worth or solvency of such
other Person as required in any documents evidencing an Obligation of such other
Person, (iii) purchase property, securities or services from another Person for
the purpose of assuring the beneficiary of any Obligation of such other Person
that such other Person has the ability to timely pay or discharge such
Obligation, (iv) grant a Security Interest in any property of such Person to
secure any Obligation of another Person, (v) otherwise assure or hold harmless
the beneficiary of any Obligation of another Person against loss in respect
thereof; (d) any Obligation arising from the endorsement by such Person of an
instrument; (e) any Obligation of such Person as a surety; and (f) any other
contractual requirement enforceable against such Person that has the same
substantive effect as any of the foregoing. The term INDIRECT OBLIGATION does
not, however, include the endorsement by a Person of instruments for deposit or
collection in the ordinary course of business or the liability of a general
partner of a partnership for Obligations of such partnership. The amount of any
Indirect Obligation of a Person shall be deemed to be the stated or determinable
amount of the Obligation in respect of which such Indirect Obligation is made
or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof as determined by such Person in good faith.

INITIAL FINANCIAL STATEMENTS -- the financial statements (not including the
proforma financial statements) of Borrower referred to in Section 10.1.2.

INSURANCE/CONDEMNATION PROCEEDS -- insurance proceeds payable as a consequence
of damage to or destruction of any of the Collateral and proceeds payable as a
consequence of condemnation or sale in lieu of condemnation of any of the
Collateral.

INTELLECTUAL PROPERTY -- as to any Person, any domestic or foreign patents or
patent applications of such Person, any inventions made or owned by such Person
upon which either domestic or foreign patent applications have not yet been
filed, any domestic or foreign trade names or trademarks of such Person, any
domestic or foreign trademark registrations or applications filed by such
Person, any domestic or foreign service marks of such Person, any domestic or
foreign service mark registrations and applications by such Person, any domestic
or foreign copyrights of such Person, and any domestic or foreign copyright
registrations or applications by such Person.

INTELLECTUAL PROPERTY ASSIGNMENT -- each assignment of Intellectual Property
that Borrower executes and delivers to Administrative Agent for the benefit of
Lenders.

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INTEREST EXPENSE -- is defined in Section 16.1.

INTEREST HEDGE OBLIGATION -- any obligations of Borrower to Administrative Agent
or any Affiliate of Administrative Agent under an agreement or agreements
between Borrower and Administrative Agent or any Affiliate of Administrative
Agent under which the exposure of Borrower to fluctuations in interest rates is
effectively limited, whether in the form of one or more interest rate cap,
collar, or corridor agreements, interest rate swaps, or the like, or options
therefor.

INTEREST PERIOD -- the period during which a particular Adjusted Eurodollar Rate
applies to a Eurodollar Loan, as selected by Borrower as provided in Section
4.7.

INVENTORY -- goods owned and held by a Person for sale, lease or resale or
furnished or to be furnished under contracts for services, and raw materials,
goods in process, materials, component parts and supplies used or consumed, or
held for use or consumption in such Person's business.

INVESTMENT -- (a) a loan or advance of money or property to a Person, (b) stock,
membership interest, or other equity interest in a Person, (c) a debt instrument
issued by a Person, whether or not convertible to stock, membership interest, or
other equity interest in such Person, or (d) any other interest in or rights
with respect to a Person which include, in whole or in part, a right to share,
with or without conditions or restrictions, some or all of the revenues or net
income of such Person.

IRS -- the Internal Revenue Service.

JOHNSON - means Johnson & Associates, LLC, a Nebraska limited liability company,
which is a wholly-owned subsidiary of Talx UCM Services, Inc., a Missouri
corporation.

LASALLE -- LaSalle Bank National Association.

LAW -- any statute, rule, regulation, order, judgment, award or decree of any
Governmental Authority.

LENDER -- any one of the lenders listed on Exhibit 3 to this Agreement,
including Administrative Agent in its capacity as a lender, or any Person who
takes an assignment from any of such lenders of all or a portion of its rights
and obligations as a lender under this Agreement pursuant to Section 20.4.1 and
an Assignment and Acceptance as provided therein.

LENDER INCREASE NOTICE -- is defined in Section 3.4.2.

LENDERS' EXPOSURE -- the sum of the Aggregate Revolving Loan Commitment and the
Letter of Credit Exposure.

LETTER OF CREDIT -- any standby or commercial (documentary) letter of credit
issued by Letter of Credit Issuer pursuant to the Letter of Credit Commitment.

LETTER OF CREDIT AGREEMENT -- defined in Section 11

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LETTER OF CREDIT COMMITMENT -- the commitment of the Letter of Credit Issuer to
issue Letters of Credit as provided in Section 3.3.

LETTER OF CREDIT EXPOSURE -- the undrawn amount of all outstanding letters of
credit issued under the Letter of Credit Commitment plus all amounts drawn on
such letters of credit and not yet reimbursed by Borrower.

LETTER OF CREDIT FEE -- the fee payable to Administrative Agent and Lenders as
required in Section 5.3.

LETTER OF CREDIT ISSUER -- LaSalle, or any other Lender succeeding to LaSalle's
commitment to issue Letters of Credit pursuant to Section 3.3.

LOAN -- a Revolving Loan or a Swingline Loan.

LOAN AGREEMENT -- this Agreement.

LOAN DOCUMENTS -- this Agreement, the Notes, the Guaranties, the Security
Documents, any Rate Agreement, any reimbursement agreement between Borrower and
the Letter of Credit Issuer and all other agreements, certificates, documents,
instruments and other writings executed from time to time in connection herewith
or related hereto, and including, without limitation, the Existing Loan
Documents.

LOAN OBLIGATIONS -- all of Borrower's Indebtedness owing to Letter of Credit
Issuer, Administrative Agent or Lenders under the Loan Documents, whether as
principal, interest, fees or otherwise, including, without limitation, the
Borrower's Indebtedness under this Agreement, all reimbursement obligations of
Borrower to Letter of Credit Issuer or Lenders with respect to the Letter of
Credit Exposure, all Obligations to Administrative Agent, and all other
obligations and liabilities of Borrower to Administrative Agent or Lenders under
the Loan Documents and all Interest Hedge Obligations (in each case including
all extensions, renewals, modifications, rearrangements, restructures,
replacements and refinancings of the foregoing, whether or not the same involve
modifications to interest rates or other payment terms), whether now existing or
hereafter created, absolute or contingent, direct or indirect, joint or several,
secured or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, including but not
limited to the obligation of Borrower to repay future advances by Administrative
Agent or Lenders hereunder, whether or not made pursuant to commitment and
whether or not presently contemplated by Borrower, Administrative Agent or
Lenders in the Loan Documents.

LOCAL TIME -- the local time in the city in which Administrative Agent's address
is located, as set forth on the signature page hereto (as changed from time to
time in accordance with the terms hereof).

MARGIN -- the Base Rate Margin or Eurodollar Margin.

MATERIAL ADVERSE EFFECT -- as to any Covered Person and with respect to any
event or occurrence of whatever nature (including any adverse determination in
any litigation, arbitration, investigation or proceeding), a material adverse
effect on (i) the business, operations, revenues,

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financial condition, property, or business prospects of the Borrower
specifically or of the Subsidiaries taken as a whole, (ii) the value of the
Collateral, (iii) the validity or enforceability of the Loan Documents, (iv) the
ability of such Person to timely pay or perform such Covered Person's
Obligations generally, (v) in the case of Borrower specifically, the ability of
Borrower to pay or perform any of Borrower's Obligations to Lender, or (vi) in
the case of a Guarantor specifically, the ability of such Guarantor to pay or
perform any of its Obligations under the terms of its Guaranty.

MATERIAL AGREEMENT -- as to any Person, any Contract to which such Person is a
party or by which such Person is bound which, if violated or breached, has or is
reasonably likely to have a Material Adverse Effect on the Borrower specifically
or the Subsidiaries taken as a whole including without limitation all
Acquisition Documents.

MATERIAL LAW -- any separately enforceable provision of a Law whose violation by
a Person has or is reasonably likely to have a Material Adverse Effect on the
Borrower specifically or the Subsidiaries taken as a whole.

MATERIAL LICENSE -- (i) as to any Covered Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and filing
with a Governmental Authority or other Person which if not obtained, held or
made by such Covered Person has or is reasonably likely to have a Material
Adverse Effect on the Borrower specifically or the Subsidiaries taken as a
whole, and (ii) as to any Person who is a party to this Agreement or any of the
other Loan Documents, any license, permit or consent from a Governmental
Authority or other Person and any registration or filing with a Governmental
Authority or other Person that is necessary for the execution or performance by
such party, or the validity or enforceability against such party, of this
Agreement or such other Loan Document.

MATERIAL OBLIGATION -- as to any Person, an Obligation of such Person which if
not fully and timely paid or performed has or is reasonably likely to have a
Material Adverse Effect on the Borrower specifically or the Subsidiaries taken
as a whole.

MATERIAL PROCEEDING -- any litigation, investigation or other proceeding by or
before any Governmental Authority (i) which involves any of the Loan Documents
or any of the transactions contemplated thereby, or involves a Covered Person or
a Guarantor as a party or any property of Covered Person or a Guarantor, and has
or is reasonably likely to have a Material Adverse Effect on the Borrower
specifically or the Subsidiaries taken as a whole if adversely determined, (ii)
in which there has been issued an injunction, writ, temporary restraining order
or any other order of any nature which purports to restrain or enjoin the making
of any Advance, the consummation of any other transaction contemplated by the
Loan Documents, or the enforceability of any provision of any of the Loan
Documents, (iii) which involves the actual or alleged breach or violation by a
Covered Person of, or default by a Covered Person under, any Material Agreement,
or (iv) which involves the actual or alleged violation by a Covered Person or
any Guarantor of any Material Law.

MATURITY -- as to any Indebtedness, the time when it becomes payable in full,
whether at a regularly scheduled time, because of acceleration or otherwise.

                                      104
<PAGE>

MAXIMUM AVAILABLE AMOUNT -- the maximum Dollar amount available for Revolving
Loan Advances on any date as limited in Section 3.1.2, as it may be changed as
provided herein.

MULTI-EMPLOYER PLAN -- a Pension Benefit Plan which is a multi-employer plan as
defined in Section 4001(a)(3) of ERISA.

NOTE -- any Revolving Note or Swingline Note.

NOTICE OF DEFAULT -- is specified in Section 18.4.

OBLIGATION -- as to any Person, any Indebtedness of such Person, any guaranty by
such Person of any Indebtedness of another Person, and any contractual
requirement enforceable against such Person that does not constitute
Indebtedness of such Person or a guaranty by such Person but which would involve
the expenditure of money by such Person if complied with or enforced.

OBLIGATIONS TO ADMINISTRATIVE AGENT -- exclusive of all the Loan Obligations,
all of Borrower's Indebtedness owing to Administrative Agent (whether as
principal, interest, fees or otherwise), all obligations of Borrower under
agreements between Borrower and Administrative Agent under which the exposure of
Borrower to fluctuations in interest rates is effectively limited, whether in
the form of interest rate cap, collar or corridor agreements, interest rate
swaps, or the like, or options therefor, all Indirect Obligations of Borrower
owing to Administrative Agent, all reimbursement obligations of Borrower to
Administrative Agent with respect to letters of credit, and all other
obligations and liabilities of Borrower to Administrative Agent including all
extensions, renewals, modifications, rearrangements, restructures, replacements
and refinancings of the foregoing, whether or not the same involve modifications
to interest rates or other payment terms), whether now existing or hereafter
created, absolute or contingent, direct or indirect, joint or several, secured
or unsecured, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, or acquired by
Administrative Agent outright, conditionally or as collateral security from
another, including the obligation of Borrower to repay future advances by
Administrative Agent, whether or not made pursuant to commitment and whether or
not presently contemplated by Borrower and Administrative Agent.

OPERATING LEASE -- any lease that is not a Capital Lease.

ORIGINAL LOAN AGREEMENT -- is defined in the preamble to this Agreement.

PBGC -- the Pension Benefit Guaranty Corporation.

PENSION BENEFIT PLAN -- any pension or profit-sharing plan which is covered by
Title I of ERISA and all other benefit plans, in each case in respect of which a
Covered Person or a Commonly Controlled Entity of such Covered Person is an
employer as defined in Section 3(5) of ERISA.

PERMITTED ACQUISITIONS -- any acquisition by Borrower or a Covered Person of
stock, membership interests, or other equity interests of another Person or the
assets of another Person permitted under Section 15.7.

                                      105
<PAGE>

PERMITTED DISTRIBUTIONS -- any Distributions permitted under Section 15.10.

PERMITTED INDEBTEDNESS -- Indebtedness that Borrower is permitted under Section
15.2 to incur, assume, or allow to exist.

PERMITTED INDIRECT OBLIGATIONS -- Indirect Obligations that Borrower is
permitted under Section 15.4 to create, incur, assume, or allow to exist.

PERMITTED INVESTMENTS -- Investments that Borrower is permitted under Section
15.1 to make in other Persons.

PERMITTED SECURITY INTERESTS -- Security Interests that Borrower is permitted
under Section 15.5 to create, incur, assume, or allow to exist.

PERSON -- any individual, partnership, corporation, trust, unincorporated
association, joint venture, limited liability company, Governmental Authority,
or other organization in any form that has the legal capacity to sue or be sued.
If the context so implies or requires, the term Person includes Borrower.

PERSONAL PROPERTY COLLATERAL -- all of the Goods, Equipment, Accounts,
Inventory, Instruments, Documents, Chattel Paper, General Intangibles and other
personal property of Borrower, whether now owned or hereafter acquired, and all
proceeds thereof, in which Administrative Agent at any time holds a Security
Interest for the benefit of Lenders.

PLEDGE AGREEMENT -- any pledge agreement required or contemplated under Section
8.3 to be executed and delivered to Administrative Agent for the benefit of
Lenders.

PRIME RATE --on any day, the rate of interest per annum then most recently
established by Administrative Agent as its Prime Rate. Such rate is a general
reference rate of interest, may not be related to any other rate, and may not be
the lowest or best rate actually charged by Administrative Agent to any customer
or a favored rate and may not correspond with future increases or decreases in
interest rates charged by other lenders or market interest rates in general.

PROFORMA FINANCIAL STATEMENTS -- the proforma financial statements referred to
in Section 10.1.2.

PROPOSED NEW LENDER -- is defined in Section 3.4.3.

PRO-RATA SHARE -- with respect to a Lender's obligation to make Revolving Loans,
participate in Letters of Credit, reimburse the Letter of Credit Issuer, and
receive payments of principal, interest, fees, costs, and expenses with respect
thereto, (x) prior to the Aggregate Revolving Loan Commitment being terminated
or reduced to zero, the percentage obtained by dividing (i) such Lender's
Revolving Loan Commitment, by (ii) the Aggregate Revolving Loan Commitment of
all Lenders; and (y) from and after the time the Aggregate Revolving Loan
Commitment has been terminated or reduced to zero, the percentage obtained by
dividing (i) the sum of the aggregate unpaid principal amount of such Lender's
Revolving Loans (after settlement and repayment of all Swingline Loans by the
Lenders) and such Lender's Letter of Credit Exposure,

                                      106
<PAGE>

by (ii) the sum of the aggregate unpaid principal amounts of all Revolving Loans
(after settlement and repayment of all Swingline Loans by the Lenders) and the
aggregate Letter of Credit Exposure.

RATE AGREEMENT -- (a) any and all agreements, devices or arrangements (including
all schedules, amendments and supplements thereto and all documents and
confirming evidence now or hereafter exchanged between the counterparties
confirming the transactions governed by such agreements devices or arrangements)
designed to protect at least one of the parties thereto from the fluctuations of
interest rates, exchange rates or forward rates applicable to such party's
assets, liabilities or exchange transactions, including, but not limited to,
Dollar-denominated or cross-currency interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options, puts, warrants and those
commonly known as interest rate "swap" agreements; and (b) any and all
cancellations, buybacks, reversals, terminations or assignments of any of the
foregoing.

REGULATION D, REGULATION T, REGULATION U and REGULATION X -- respectively,
Regulation D issued by the FRB, Regulation T issued by the FRB, Regulation U
issued by the FRB and Regulation X issued by the FRB.

REPORTABLE EVENT -- a reportable event as defined in Title IV of ERISA or the
regulations thereunder.

REPRESENTATIONS AND WARRANTIES -- The representations and warranties made by any
Covered Person with respect to itself and any other Covered Persons in Section
12, and the representations and warranties made in any other Loan Document or
certificate, report or opinion delivered by Borrower, any Guarantor, or any
other Covered Person pursuant to the Loan Documents, as such representations and
warranties are modified from time to time as provided in Section 13.

REPURCHASES -- Borrower's repurchase, from time to time, of its issued and
outstanding capital stock which was sold pursuant to transactions that are
registered under the Securities Act of 1933 or that are exempt therefrom.

REQUIRED LENDERS -- defined in Section 2.4.

RESPONSIBLE OFFICER -- as to any Person that is not an individual, partnership,
limited liability company or trust, the Chairman of the Board of Directors, the
President, the chief executive officer, the chief operating officer, the chief
financial officer, the Treasurer, any Assistant to the Treasurer, or any Vice
President in charge of a principal business unit; as to any partnership, any
individual who is a general partner thereof or any individual who has general
management or administrative authority over all or any principal unit of the
partnership's business; as to any limited liability company, any managing
member, or manager, any individual who has general management or administrative
authority over all or any principal unit of the limited liability company's
business; and as to any trust, any individual who is a trustee.

REVOLVING LOAN -- any Lender's Pro-Rata Share of the Aggregate Revolving Loan.

                                      107
<PAGE>

REVOLVING LOAN ADVANCE -- an Advance by Administrative Agent that is to be
funded by Lenders under the Aggregate Revolving Loan Commitment.

REVOLVING LOAN COMMITMENT -- the commitment of each Lender as stated in Section
3.1.1. to fund Revolving Loan Advances.

REVOLVING LOAN MATURITY DATE - April 14, 2010, unless sooner accelerated in
accordance with the terms of this Agreement.

REVOLVING LOAN UNUSED FEE -- the fee described in Section 5.2.

REVOLVING NOTE -- any note delivered to a Lender as required by Section 3.1.3 to
evidence Borrower's obligation to repay such Lender's Revolving Loan.

SEC SETTLEMENT -- means the settlement agreement between the Securities Exchange
Commission ("SEC") and Borrower resulting from the investigation known as In the
Matter of TALX Corporation (D-02448-A), including a payment by Borrower of up to
Three Million and 00/100 Dollars ($3,000,000.00) pursuant to such settlement.

SECURITY AGREEMENT -- any security agreement required or contemplated under
Section 8 to be executed and delivered to Administrative Agent for the benefit
of Lenders, as well as the following documents: the Security Agreement dated
March 27, 2002 executed by Borrower; the Security Agreement dated March 27, 2002
executed by TALX UCM Services, Inc. (f/k/a James E. Frick, Inc.), a Missouri
corporation; the Security Agreement dated March 27, 2002 executed by TALX
FasTime Services, Inc (f/k/a Ti3,Inc.) a Texas Corporation; the Security
Agreement dated March 31, 2004, executed by TALX Employer Services, LLC, a
Missouri limited liability company; the Security Agreement dated October 15,
2004, executed by UI Advantage, Inc., a Maryland corporation; the Security
Agreement dated October 15, 2004, executed by TBT Enterprises, Incorporated, a
Maryland corporation; the Security Agreement dated October 25, 2004, by Net
Profit, Inc., a South Carolina Corporation; the Collateral Assignment of, and
Security Interest in, Lessee's Interest in Lease, dated May 28, 2004, executed
by TALX UCM Services, Inc., a Missouri corporation; the Collateral Assignment
of, and Security Interest in, Lessee's Interest in Lease dated May 28, 2004,
executed by Borrower, the Stock Pledge of Ti3 stock dated March 27, 2002
executed by Borrower; the Stock Pledge of TALX UCM Services, Inc. stock dated
March 26, 2003 executed by Borrower; the Stock Pledge of UI Advantage, Inc., a
Maryland corporation dated October 15, 2004, executed by Borrower; the Stock
Pledge of TBT Enterprises, Incorporated dated October 15, 2004, executed by
Borrower; the Stock Pledge of Net Profit, Inc., a South Carolina corporation,
dated October 25, 2004, by Borrower; the Grant of Security Interest in
Intellectual Property dated March 27, 2002 by Borrower; the Grant of Security
Interest in Intellectual Property dated March 27, 2002 by TALX UCM Services,
Inc. (f/k/a James E. Frick, Inc.), a Missouri corporation; the Grant of Security
Interest in Intellectual Property dated March 31, 2004 executed by Borrower; the
Grant of Security Interest in Intellectual Property dated March 31, 2004, by
TALX FasTime Services, Inc., a Texas corporation; the Grant of Security Interest
dated March 31, 2004, by TALX UCM Services, Inc. (f/k/a James E. Frick, Inc.), a
Missouri corporation; the Grant of Security Interest in Intellectual Property
dated October 25, 2004, by Net Profit, Inc., a South Carolina corporation; and
the Trademark Assignment by Net Profit Inc., a South Carolina corporation, dated
October 25, 2004.

                                      108
<PAGE>

SECURITY DOCUMENTS -- all of the documents required or contemplated to be
executed and delivered to Administrative Agent for the benefit of Lenders under
Section 8, all other documents granting a Security Interest in any asset of
Borrower or any other Person to secure the payment or performance of any of the
Loan Obligations from time to time, including any such documents listed on
Exhibit 10.1.1 and any similar documents at any time executed and delivered to
Administrative Agent for the benefit of Lenders from time to time, by Borrower,
any Covered Person, or any other Person to secure payment or performance of any
of the Loan Obligations.

SECURITY INTEREST -- as to any item of tangible or intangible property, any
interest therein or right with respect thereto that secures an Obligation or
Indirect Obligation, whether such interest or right is created under a Contract,
or by operation of law or statute (such as but not limited to a statutory lien
for work or materials), or as a result of a judgment, or which arises under any
form of preferential or title retention agreement or arrangement (including a
conditional sale agreement or a lease) that has substantially the same economic
effect as any of the foregoing.

SELLER -- any Person who is a party to any Approved Acquisition or any Permitted
Acquisition other than Borrower or a Covered Person.

SELLING LENDER(S) -- is defined in Section 3.4.4.

SENIOR INDEBTEDNESS -- is defined in Section 16.1.

SOLVENT -- as to any Person, such Person not being "insolvent" within the
meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform
Fraudulent Transfer Act (the "UFTA") or Section 3 of the Illinois Uniform
Fraudulent Transfer Act set forth in Section 160/3 of the Illinois Compiled
Statutes (1996) (the "Illinois UFTA"), (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code, Section
4 of the UFTA, or Section 5 of the Illinois UFTA, and (iii) such Person not
being unable to pay such Person's debts as they become due within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the
Illinois UFTA.

SOUTHWEST -- Southwest Bank of St. Louis.

SUBSIDIARY -- as to any Person, another Person with respect to which more than
50% of the outstanding shares of stock or other equity interests of each class
having ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person or by one
or more Subsidiaries of such Person; provided, that Johnson shall not be
considered a Subsidiary of any Person for purposes of this Agreement so long as
the book value of Johnson's total assets reflected on a balance sheet prepared
in accordance with GAAP (other than goodwill and related intangible assets
recorded in connection with the acquisition of Johnson) does not exceed two
million five hundred thousand and 00/100 ($2,500,000.00).

SURVIVING COMPANY -- as applicable, either (i) the Person that will own the
assets to be acquired from a Target Company in an Approved Acquisition or a
Permitted Acquisition upon the consummation thereof, or (ii) the survivor of the
merger of an Acquiring Company with the

                                      109
<PAGE>

Target Company in an Approved Acquisition or a Permitted Acquisition upon the
consummation thereof.

SWINGLINE -- is defined in Section 3.5.

SWINGLINE FACILITY -- is defined in Section 3.5.

SWINGLINE LOAN -- is defined in Section 3.5.

SWINGLINE LOAN EXPOSURE -- the aggregate principal amount of all outstanding
Swingline Loans issued under the Swingline Facility.

SWINGLINE NOTE -- is defined in Section 3.5.

TARGET COMPANY -- the Person whose assets or stock, membership interests, or
other equity interests will be acquired in an Approved Acquisition or a
Permitted Acquisition upon the consummation thereof, or if applicable, with
which an Acquiring Company will merge in an Approved Acquisition or a Permitted
Acquisition upon the consummation thereof.

TARGET ONE -- means Glick & Glick Consultants, LLC, a Texas limited liability
company.

TARGET ONE ACQUISITION -- means the acquisition of the assets of Target One by
TALX Tax Incentive Services, LLC pursuant to the Target One Acquisition
Documents.

TARGET ONE ACQUISITION DOCUMENTS -- means the acquisition agreement entered into
by Borrower and/or TALX Tax Incentive Services, LLC in the form as furnished and
approved by the Administrative Agent in writing prior to the consummation of the
Target One Acquisition, with only such amendments, modifications or supplements
thereto, or waivers of the terms thereof, as shall be prior approved in writing
by the Administrative Agent.

TARGET TWO -- means Jon-Jay Associates, Inc., a Massachusetts corporation.

TARGET TWO ACQUISITION -- means the acquisition of the capital stock of Target
Two by TALX UCM Services, Inc. pursuant to the Target Two Acquisition Documents.

TARGET TWO ACQUISITION DOCUMENTS -- means the acquisition agreement entered into
by Borrower and/or TALX UCM Services, Inc. in the form as furnished and approved
by the Administrative Agent in writing prior to the consummation of the Target
Two Acquisition, with only such amendments, modifications or supplements
thereto, or waivers of the terms thereof, as shall be prior approved in writing
by the Administrative Agent.

TAX -- as to any Person, any tax, duty, impost, deduction, charges,
withholdings, assessment, fee, or other charge 1evied by a Governmental
Authority (and all liabilities associated therewith) on the income or property
of such Person, including any interest or penalties thereon, and which is
payable by such Person.

TOTAL INDEBTEDNESS -- is defined in Section 16.1.

                                      110
<PAGE>

UCC -- the Uniform Commercial Code as in effect from time to time in the State
of Illinois or such other similar statute as in effect from time to time in
Illinois or any other appropriate jurisdiction.

UNITED STATES -- when used in a geographical sense, all the states of the United
States of America and the District of Columbia; and when used in a legal
jurisdictional sense, the government of the country that is the United States of
America.

WAGE AND HOUR LAWS -- the Davis-Bacon Act, the Service Contract Act, the
Contract Work Hours & Safety Standards Act and any other federal Law governing
wage compensation or hours of work.

WELFARE BENEFIT PLAN -- any plan described by Section 3(1) of ERISA.

                                      111
<PAGE>
]
                                    EXHIBIT 3

                LENDERS, LENDERS' COMMITMENTS AND PRO-RATA SHARES

<TABLE>
<CAPTION>
                    LENDER                               REVOLVING LOAN COMMITMENT
                    ------                               -------------------------
<S>                                                      <C>
       LaSalle Bank National Association                     $  35,000,000.00

          Southwest Bank of St. Louis                        $  25,000,000.00

    National City Bank of Michigan/Illinois                  $  17,500,000.00

      Fifth Third Bank (Southern Indiana)                    $  10,000,000.00

Merrill Lynch Business Financial Services Inc.               $  12,500,000.00
                                                             ----------------
                  AGGREGATES                                 $ 100,000,000.00
                                                             ----------------
</TABLE>

<PAGE>

                                  EXHIBIT 3.4.1

                            COMMITMENT AND ACCEPTANCE

                                      Date

LaSalle Bank National Association
[address]
Attention: [____________]

Ladies and Gentlemen:

     Reference is hereby made to that certain Second Amended and Restated Loan
Agreement dated _____________ by and among TALX Corporation, as Borrower, [list
Guarantors], as Guarantor, the financial institutions party thereto as Lenders
and LaSalle Bank National Association, in its individual capacity as a Lender
and as Agent (as amended, restated, supplemented or otherwise modified, the
"Loan Agreement"). Defined terms used herein and not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

     Pursuant to Section [3.4.1] of the Loan Agreement, the Borrower has
requested an increase in the Aggregate Revolving Loan Commitment in the amount
of $__________ from $____________ to $____________. Such increase in the
Aggregate Revolving Loan Commitment is to become effective on the date (the
"Effective Date") which is the later of (i) __________, _____ and (ii) the date
on which the conditions precedent set forth in Section 3 in respect of such
increase have been satisfied. In connection with such requested increase in the
Aggregate Revolving Loan Commitment, the Administrative Agent and
_______________ (the "Accepting Bank") hereby agree as follows:

     1. Effective as of the Effective Date, the Accepting Bank shall become a
party to the Loan Agreement as a Lender and shall have all of the rights and
obligations of a Lender thereunder and shall thereupon have a [Revolving Loan
Commitment under and for purposes of the Loan Agreement in an amount equal to
the] or [the Revolving Loan Commitment of the Accepting Bank under the Loan
Agreement shall be increased from $_________ to the] amount set forth opposite
the Accepting Bank's name on the signature page hereof.

     2. The Accepting Bank hereby (i) confirms that it has received a copy of
the Loan Agreement, together with copies of such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Commitment and Acceptance agreement; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deemed
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement; (iii) appoints and authorizes the
Administrative Agent to take such action as contractual representative on its
behalf and to exercise such powers under the Loan Agreement and the other Loan
Documents as are delegated to the Administrative Agent

<PAGE>

by the terms thereof, together with such powers as are reasonably incidental
thereto; and (iv) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Agreement are required to be
performed by it as a Lender.

                                   [Name of Lender]

                                   By: _________________________________
                                         Name:
                                         Title:

                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Administrative Agent

                                   By: _________________________________
                                         Name:
                                         Title:

                                   TALX CORPORATION,
                                   as Borrower

                                   By: _________________________________
                                         Name:
                                         Title:

<PAGE>

                                  EXHIBIT 7.10
                            LOAN REQUEST CERTIFICATE
                                (REVOLVING LOAN)

To: LaSalle Bank Nation Association
From: TALX Corporation (the "Company")

     This Loan Request Certificate is delivered pursuant to the Second Amended
and Restated Loan Agreement (the "Loan Agreement") dated ______________, 200_ by
and among LaSalle Bank National Association, as a Lender and as Administrative
Agent ("Agent"), and the other lender parties thereto and TALX Corporation
("Borrower"). All terms used herein shall have the meaning set forth in the Loan
Agreement.

The undersigned hereby gives irrevocable notice of a request for a borrowing as
follows:

1.   New Loan Request: The undersigned
     hereby requests Lender to make and
     disburse a Loan to Borrower in the
     amount of:                             $ ______________________

2.   INTEREST RATE REQUESTED: The           (1) _______  Adjusted Base Rate
     undersigned hereby elects for          (2) _______  One-month Eurodollar
     interest to accrue on the Revolving    (3) _______  Two-month Eurodollar
     Loan requested herein on the basis     (4) _______  Three-month Eurodollar
     of (Select One):                       (5) _______  Six-month Eurodollar

3.   ADVANCE DATE REQUESTED:

     The undersigned hereby represents, warrants, ratifies and confirms that, on
the date hereof and as of the date of the advance as set forth above, all
representations and warranties of Borrower contained in the Loan Agreement are
true and correct, that Borrower is in compliance with all covenants of Borrower
contained in the Loan Agreement, that no Event of Default under the Loan
Agreement has occurred and is continuing and no event that but for the passage
of time or the giving of notice would be an Event of Default under the Loan
Agreement has occurred and is continuing, that all information contained in this
Loan Request Certificate is true and correct and that the new loan request
amount set forth above does not exceed the Maximum Available Amount.

EXECUTED this _____ day of ______________________, 200__.

                                        TALX CORPORATION,
                                        a Missouri corporation

                                        By:  __________________________________
                                        Name:  ________________________________
                                        Title: _________________________________

<PAGE>

                                 EXHIBIT 10.1.1
                         DOCUMENTS AND REQUIREMENTS LIST

                                Closing Checklist

<PAGE>

                                   EXHIBIT 12

                         DISCLOSURE SCHEDULE OF BORROWER

                       (See attached Disclosure Schedules)

<PAGE>

                                  EXHIBIT 14.14
                         FORM OF COMPLIANCE CERTIFICATE

TO: LaSalle Bank National Association, as Administrative Agent

This Compliance Certificate is furnished pursuant to that certain Second Amended
and Restated Loan Agreement effective _____________, 2005 (as it may be amended,
modified, restated or replaced from time to time, the Loan Agreement), among
TALX Corporation (referred to herein both collectively and individually as
Borrower), LaSalle Bank National Association, as Administrative Agent
(Administrative Agent) and the Lenders as defined in the Loan Agreement
(Lenders). Unless otherwise defined herein, capitalized terms used in this
Compliance Certificate have the meanings defined in the Loan Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1.   I am the Chief Financial Officer of Borrower.

     2.   I have reviewed the terms of the Loan Agreement and the Loan Documents
          and I have made, or have caused to be made under my supervision, a
          review of the transactions and conditions of Borrower and each other
          Covered Person during the accounting period covered by the attached
          Financial Statements.

     3.   The examinations described in paragraph 2 did not disclose, and I have
          no knowledge of, the existence of any condition or event which
          constitutes an Default or Event of Default as of the date of this
          Compliance Certificate; and to my knowledge all of the Representations
          and Warranties (including those of each Guarantor in its Guaranty) are
          true in all material respects.

     4.   (Use for annual financial statements: Schedule I attached hereto
          contains the Financial Statements for Borrower for the fiscal year
          ended _____, which are complete and correct in all material respects
          and have been prepared in accordance with GAAP applied consistently
          throughout the period and with prior periods (except as disclosed
          therein).)

          (Use for quarterly and monthly financial statements: Schedule I
          attached hereto contains the Financial Statements for Borrower for the
          fiscal (quarter) (month) ended _____, which are complete and correct
          in all material respects (subject to normal year-end audit
          adjustments) and have been prepared in accordance with GAAP applied
          consistently throughout the period and with prior periods (except as
          disclosed therein).)

     5.   Borrower and every other Covered Person is in compliance with all of
          the covenants in the Loan Agreement, including the financial covenants
          in Section 16, and Schedule II attached hereto contains calculations
          based on Borrower's financial statements and other financial records
          that show Borrower's compliance with such financial covenants. The
          calculations and the data upon which they are based are believed by me
          to be complete and correct.

This Compliance Certificate, together with the Schedules hereto, is executed and
delivered this day of _______________________

                                        By: __________________________________
                                        Print Name: __________________________
                                        Title: _______________________________

<PAGE>

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                        SEE CURRENT FINANCIAL STATEMENTS.

<PAGE>

                      SCHEDULE II TO COMPLIANCE CERTIFICATE

All calculations done in accordance with GAAP on a consolidated basis, in
accordance with the provisions of the Second Amended and Restated Loan Agreement
and based on the period ended __________________. Any inconsistencies between
the descriptions of the items set forth in this Schedule II and the terms of any
of Sections 16.1 through 16.6 shall be resolved in favor of the terms set forth
in Sections 16.1 through 16.6. Reference should be made to Sections 16.1 through
16.6 of the Second Amended and Restated Loan Agreement for more specific
instructions regarding the calculation periods and how the components of the
financial covenants should be calculated.

I.   EBITDA (for preceding four fiscal quarters) (Section 16.1):

            (i)     Net Income                                    $_________

            (ii)    Interest Expense                              $_________

            (iii)   Federal, State and Local Income
                    Tax expense accrued for as a liability        $_________

            (iv)    Amortization of good will and
                    other intangible assets and depreciation
                    expense taken or accrued for in such period,
                    without duplication                           $_________

            (v)     Extraordinary losses in such period incurred
                    or accrued for in such period, without
                    duplication                                   $_________

            (vi)    Payments or noncash charges made pursuant
                    to the SEC Settlement                         $_________

            (vii)   Share based compensation expense              $_________

            (viii)  Sum of Items (i) through (vii)                $_________

            (ix)    Extraordinary income/gain in such period
                    incurred or accrued for in such period,
                    without duplication                           $_________

            (x)     Noncash gains in connection with the
                    SEC Settlement                                $_________

            (xi)    Sum of Items (ix) and (x)                     $_________

            (xii)   Items(viii) minus Item (xi) -- EBITDA         $_________

II.      EBIT (for preceding four fiscal quarters) (Section 16.1):

            (i)     Net Income                                    $_________

            (ii)    Interest Expense                              $_________

            (iii)   Federal, State and Local Income
                    Tax expense accrued for as a liability        $_________

            (iv)    Share based compensation expense              $_________

            (v)     Sum of Items (i) through (iv) -- EBIT         $_________

<PAGE>

III. MINIMUM INTEREST COVERAGE (for preceding four fiscal quarters) (Section
     16.3)

     A.   EBIT (for preceding four fiscal quarters)                 $_________

          Less: (i) Dividends                                       $_________

                (ii)Federal, State and Local Income Tax expense
                    accrued for as a liability                      $_________

     B.   Subtotal (EBIT minus (i) and (ii))                        $_________

     C.   Interest Expense                                          $_________

     D.   Ratio of Item B to Item C                                  _____:1.0

     E.   Minimum ratio required by Section 16.3:  2.0 to 1.

IV.  TOTAL INDEBTEDNESS TO EBITDA (for preceding four fiscal quarters) (Section
     16.4)

     A.   Total Indebtedness                                        $_________

     B.   EBITDA (for preceding four fiscal quarters per Item I
          (xii))                                                    $_________

     C.   Ratio of Item A to Item B                                  ______:1.0

     D.   Maximum Ratio of Total Indebtedness to EBITDA permitted
          by Section 16.4:                                           2.50 to 1.

V.   MINIMUM EBITDA (for preceding four fiscal quarters) (Section 16.6)

     A.   EBITDA (for preceding four fiscal quarters per Item
          1 (xii))                                                  $_________

     B.   75% EBITDA of Target One                                   $_________

     C.   75% EBITDA of Target Two                                   $_________

     D.   Minimum EBITDA required by Section 16.6: $37,000,000 plus 75% EBITDA
          of Target One and Target Two

<PAGE>

                                 EXHIBIT 20.4.1
                                      FORM

                            ASSIGNMENT AND ACCEPTANCE
                           DATED: ___________, ______

     Loan Agreement effective ___________ (as it may be amended, modified,
restated or replaced from time to time, the Loan Agreement) among TALX
Corporation (referred to herein both collectively and individually as Borrower),
LaSalle Bank National Association, as Administrative Agent (Administrative
Agent) and the Lenders as defined in the Loan Agreement (Lenders). Terms defined
in the Loan Agreement are used herein with the same meaning.

The Assignor and the Assignee referred to on Schedule 1 agree as follows:

1.   The Assignor hereby sells and assigns to the Assignee, without recourse and
     without representation or warranty except as expressly set forth herein,
     and the Assignee hereby purchases and assumes from the Assignor, an
     interest in and to the Assignor's rights and obligations under the Loan
     Agreement and the other Loan Documents as of the date hereof equal to the
     percentage interest specified on Schedule 1 of all outstanding rights and
     obligations under the Loan Agreement and the other Loan Documents. After
     giving effect to such sale and assignment, the Assignee's Commitment and
     the amount of the Loans owing to the Assignee will be as set forth on
     Schedule 1.

2.   The Assignor (i) represents and warrants that it is the legal and
     beneficial owner of the interest being assigned by it hereunder and that
     such interest is free and clear of any adverse claim; (ii) makes no
     representation or warranty and assumes no responsibility with respect to
     any statements, warranties or representations made in or in connection with
     the Loan Documents or the execution, legality, validity, enforceability,
     genuineness, sufficiency or value of the Loan Documents or any other
     instrument or document furnished pursuant thereto; (iii) makes no
     representation or warranty and assumes no responsibility with respect to
     the financial condition of any Covered Person or the performance or
     observance by any Covered Person of any of its obligations under the Loan
     Documents or any other instrument or document furnished pursuant thereto;
     and (iv) attaches the Note (s) held by the Assignor and requests that
     Administrative Agent exchange such Note (s) for new Note (s) payable to the
     order of the Assignee in an amount equal to the Commitment assumed by the
     Assignee pursuant hereto and to the Assignor in an amount equal to the
     Commitment retained by the Assignor, if any, as specified on Schedule 1.

3.   The Assignee (i) confirms that it has received a copy of the Loan
     Agreement, together with copies of the financial statements referred to in
     Section thereof and such other documents and information as it has deemed
     appropriate to make its own credit analysis and decision to enter into this
     Assignment and Acceptance; (ii) agrees that it will, independently and
     without reliance upon Administrative Agent, the Assignor or any other
     Lender and based on such documents and information as it shall deem
     appropriate at the time, continue to make its own credit decisions in
     taking or not taking action under the Loan Agreement; (iii) confirms that
     it is an Eligible Assignee; (iv) appoints and

<PAGE>

     authorizes Administrative Agent to take such action as agent on its behalf
     and to exercise such powers and discretion under the Loan Agreement as are
     delegated to Administrative Agent by the terms thereof, together with such
     powers and discretion as are reasonably incidental thereto; (v) agrees that
     it will perform in accordance with their terms all of the obligations that
     by the terms of the Loan Agreement are required to be performed by it as a
     Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms
     required under Section

4.   Following the execution of this Assignment and Acceptance, it will be
     delivered to Administrative Agent for acceptance and recording by
     Administrative Agent. The effective date for this Assignment and Acceptance
     (the Effective Date) shall be the date of acceptance hereof by
     Administrative Agent, unless otherwise specified on Schedule 1.

5.   Upon such acceptance and recording by Administrative Agent, as of the
     Effective Date, (i) the Assignee shall be a party to the Loan Agreement
     and, to the extent provided in this Assignment and Acceptance, have the
     rights and obligations of a Lender thereunder and (ii) the Assignor shall,
     to the extent provided in this Assignment and Acceptance, relinquish its
     rights and be released from its obligations under the Loan Agreement.

6.   Upon such acceptance and recording by Administrative Agent, from and after
     the Effective Date, Administrative Agent shall make all payments under the
     Loan Agreement and the Notes in respect of the interest assigned hereby
     (including, without limitation, all payments of principal, interest and
     commitment fees with respect thereto) to the Assignee. The Assignor and
     Assignee shall make all appropriate adjustments in payments under the Loan
     Agreement and the Notes for periods prior to the Effective Date directly
     between themselves.

7.   This Assignment and Acceptance shall be governed by, and construed in
     accordance with, the laws of the State of Illinois.

8.   This Assignment and Acceptance 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 all of
     which taken together shall constitute one and the same agreement. Delivery
     of an executed counterpart of Schedule 1 to this Assignment and Acceptance
     by telecopier shall be effective as delivery of a manually executed
     counterpart of this Assignment and Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
this Assignment and Acceptance to be executed by their officers thereunto duly
authorized as of the date specified thereon.

<PAGE>

                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE

Percentage interest assigned: ___________%

Assignee's Commitment:    $ _________

Aggregate outstanding principal
amount of Loans assigned: $ _________

Principal amount of Note payable to Assignee: $ __________

Principal amount of Note payable to Assignor: $ __________

Effective Date (if other than date of
acceptance by Administrative Agent): * _____________, _______

                                     [NAME OF ASSIGNOR], as Assignor

                                      By: ____________________________________
                                      Title: _________________________________
                                      Dated: ___________________________, ____

                                      [NAME OF ASSIGNEE], as Assignee

                                       By: ___________________________________
                                       Title: ________________________________

                                       Applicable Lending Office:

<PAGE>

*This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to Administrative Agent.

Accepted [and Approved]
This __________ day of _______________, _____

LaSalle Bank National Association, as Administrative Agent

By: _________________________________________
Title: ______________________________________

Accepted [and Approved]**
This __________ day of _______________, _____

TALX Corporation,

By: _________________________________________
Title: ______________________________________

**Approval of Borrower required only if there is no Existing Default