EXHIBIT 4

           THIRD AMENDED AND RESTATED CREDIT
            FACILITY AND SECURITY AGREEMENT


     As of this 21st day of January, 1997, PERSONNEL
MANAGEMENT, INC., an Indiana corporation, PMI
ADMINISTRATION, INC., an Indiana corporation, PMI LP I,
an Indiana limited partnership, and PMI LP II, an
Indiana limited partnership (collectively the
"Borrowers" and each a "Borrower") and KEYBANK NATIONAL
ASSOCIATION, a national banking association and the
successor in interest to Society National Bank, Indiana
(the "Bank"), in consideration of the premises, and the
covenants and agreements contained herein, hereby
mutually agree as follows:

     I.   DEFINITIONS

Terms Defined.  As used in this Third Amended and
Restated Credit Facility and Security Agreement, the
following terms have the following respective meanings:

     "Account" means (a) any account and (b) any right
to payment for Goods sold or leased or for services
rendered which is not evidenced by an Instrument or
Chattel Paper, whether or not it has been earned by
performance. 

     "Account Debtor" means the Person who is obligated
on an Account Receivable. 

     "Account Receivable" means:

     (a)  any account receivable, Account, Chattel
Paper, or Document owned, acquired, or received by a
Person;

     (b)  any other indebtedness owed to or receivable
owned, acquired, or received by a Person of whatever
kind and however evidenced; and

     (c)  any right, title, and interest in a Person's
Goods which were sold, leased, or furnished by that
Person and gave rise to either (a) or (b) above, or
both of them.  This includes, without limitation: 

          (1)  any rights of stoppage in transit of a
     Person's sold, leased, or furnished Goods;

          (2)  any rights to reclaim a Person's sold,
     leased, or furnished Goods; and

          (3)  any rights a Person has in such sold,
     leased, or furnished Goods that have been returned
     to or repossessed by that Person.

     "Acquisition" means any acquisition of the shares
or assets of any company by any Borrower, together with
any merger, joint venture or other similar transaction
to which a Borrower is a party, including without
limitation any transaction involving the lease, sale or
transfer of all or substantially all of the property,
assets, and/or business of a Borrower by any other
Person or involving the lease, sale or transfer of all
or substantially all of the property, assets, and/or
business of any other Person by a Borrower.

     "Advance" means an advance made by Bank to any of
the Borrowers under the revolving line of credit
provided to the Borrowers by the Bank pursuant to
Section 2.1 of the Agreement.

     "Affiliate" means any company that, directly or
indirectly, controls, is controlled by, or is under
common control with a Borrower. 

     "Agreement" means this Third Amended and Restated
Credit Facility and Security Agreement between the
Borrowers and Bank, and includes any partial or total
amendment, renewal, restatement, extension, or
substitution of or for such Agreement. 

     "Bank" means KEYBANK NATIONAL ASSOCIATION, a
national banking association and the successor in
interest to Society National Bank, Indiana, with its
current principal office located at 10 West Market
Street, Indianapolis, Indiana 46204, and any successor
or assign.

     "Borrowers" mean, collectively, PERSONNEL
MANAGEMENT, INC., an Indiana corporation, PMI
ADMINISTRATION, INC., an Indiana corporation, PMI LP I,
an Indiana limited partnership, and PMI LP II, an
Indiana limited partnership, all with their principal
offices located at 1499 Windhorst Way, Suite 100,
Greenwood, Indiana 46143.

     "Borrowers' Closing Certificates" mean those
certificates, substantially in the form attached as
Exhibit A, properly completed and executed. 

     "Borrowers' Location" means 1499 Windhorst Way,
Suite 100, Greenwood, Indiana 46143, or such other
location(s) from which a Borrower may subsequently
manage the main part of its business operations and
where persons dealing with the Borrowers would normally
look for credit information, provided that such notices
and consents required by the terms of this Agreement
with respect to a change in the Borrowers' Location are
given by the Borrowers.

     "Borrowing Base" means, as of that date for which
an Advance is requested, monthly reporting is made in
accordance with Section V, or the Borrowing Base is
otherwise tested, as applicable, an amount equal to
eighty-five percent (85%) of the amount due and owing
on Qualified Accounts Receivable, less the aggregate
amount of all outstanding Letter of Credit Commitments.

     "Borrowing Base Certificate" means a certificate,
substantially in the form of attached Exhibit E,
properly completed and executed. 

     "Business Day" means a day which is not a
Saturday, Sunday or legal holiday on which banks
located in the State of Indiana are authorized or
required by law to be closed.

     "Capital Distributions" means any payment made,
liability incurred, or other consideration, including
without limitation any stock dividend or stock split or
similar distribution payable only in capital stock of a
Borrower, given for the purchase, acquisition,
redemption, or retirement of any capital stock of a
Borrower or as a dividend, return of capital, or other
distribution of any kind on any of a Borrower's capital
stock outstanding at any time.

     "Capital Expenditures" means expenditures made or
liabilities incurred, either directly or indirectly,
for the acquisition of any fixed assets or
improvements, replacements, substitutions or additions
thereto which have a useful life of more than one year.

     "Cash Flow Coverage Ratio"  means the ratio of (a)
the sum of net income after Capital Distributions
(other than stock dividends, stock splits or similar
distributions payable only in capital stock of a
Borrower) plus depreciation, amortization and interest
expense to (b) the sum of current maturities of long-
term debt (including without limitation scheduled
senior term debt principal payments and Subordinated
Debt principal payments, if any, and excluding any
amounts in the Loan Account representing principal
amounts due under the revolving line of credit),
capitalized lease payments, interest expense, and
unfunded Capital Expenditures.

     "Cash Security" means all cash, Instruments,
Deposit Accounts, and other cash equivalents, whether
matured or unmatured, whether collected or in the
process of collection, upon which Borrowers presently
have or may hereafter have any claim, that are
presently or may hereafter be existing or maintained
with, issued by, drawn upon, or in the possession of
Bank. 

     "Chattel Paper" means (a) any chattel paper, and
(b) any writing or writings which evidence both a
monetary obligation and a security interest in or a
lease of specific Goods.  If a transaction is evidenced
both by such an agreement for security or a lease and
by an Instrument or a series of Instruments, the group
of writings taken together constitutes Chattel Paper. 

     "Closing Date" means January 21, 1997, or such
other date as the parties shall mutually agree.

     "Collateral" means:

     (a)  all of Borrowers' rights, title and/or
interest in and to any and all Accounts Receivable,
whether now owned or hereafter acquired or received by
Borrowers;

     (b)  all of Borrowers' rights, title and/or
interest in and to any and all Equipment, whether now
owned or hereafter acquired by Borrowers;

     (c)  all of Borrowers' rights, title and/or
interest in and to any and all Cash Security; 

     (d)  all of Borrowers' rights, title and/or
interest in and to any and all General Intangibles,
whether now owned or hereafter acquired by Borrowers;

     (e)  all of Borrowers' rights, title and/or
interest in and to any and all Contract Rights, whether
now owned or hereafter acquired by Borrowers; and

     (f)  any and all Proceeds, products, profits, and
rents of or from Borrowers' rights, title and/or
interest in and to any and all Accounts Receivable,
Equipment, Cash Security, General Intangibles and
Contract Rights.

     "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

     "Contract Right" means (a) any contract right,
including any and all rights under any lease agreements
to which a Borrower is a party, including but not
limited to those described in Schedule 4.16 attached
hereto, and (b) any right to payment under a contract
not yet earned by performance and not evidenced by an
Instrument or Chattel Paper.

     "Deposit Account" means (a) any deposit account,
and (b) any demand, time, savings, passbook, or a
similar account maintained with a bank, savings and
loan association, credit union, or similar
organization, other than an account evidenced by a
certificate of deposit. 

     "Document" means (a) any document, (b) any
document of title, including a bill of lading, dock
warrant, dock receipt, warehouse receipt or order for
the delivery of Goods, and any other document which in
the regular course of business or financing is treated
as adequately evidencing that the Person in possession
of it is entitled to receive, hold, and dispose of the
document and the Goods it covers, and (c) any receipt
covering Goods stored under a statute requiring a bond
against withdrawal or a license for the issuance of
receipts in the nature of warehouse receipts even
though issued by a Person who is the owner of the Goods
and is not a warehouseman. 

     "EBITDA" shall mean, for any twelve (12) month
period, the Net Income of the Borrowers for such
period, plus interest charges, income taxes of the
Borrowers and depreciation and amortization expense of
the Borrowers for such period to the extent deducted in
determining such Net Income, all as determined in
accordance with generally accepted accounting
principles.

     "Environmental Law" means all Federal, state,
district, local and foreign statutes, laws, ordinances,
codes, rules, regulations, orders and decrees relating
to health, safety, hazardous substances, pollution and
environmental matters, as now or at any time hereafter
in effect, applicable to Borrowers' businesses and
facilities (whether or not owned by it), including laws
relating to emissions, discharges, releases or
threatened releases of pollutants, contamination,
chemicals, or hazardous waste, toxic or dangerous
substances, materials or wastes into the environment
(including, without limitation, ambient air, surface
water, ground water, land surface or surface strata) or
otherwise relating to the generation, manufacture,
processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants,
contaminants, chemicals, or hazardous, toxic or
dangerous substances, materials or wastes.

     "Equipment" means:

     (a)  all equipment including without limitation,
machinery, office equipment and furniture and tools of
the Borrowers;  

     (b)  all Goods that are used or bought for use
primarily in the Borrowers' businesses;

     (c)  all Goods that are not consumer goods, farm
products, or inventory; and

     (d)  all substitutes or replacements for, and all
parts, accessories, additional, attachments, or
accessions to (a) to (c) above.

     "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time.

     "ERISA Affiliate" means each Person (whether or
not incorporated) which together with Borrower or any
Affiliate would be treated as a single employer under
ERISA.

     "Event of Default" means the occurrence of any of
the events set forth in Section VI of the Agreement. 

     "Financial Impairment" means the distressed
economic condition of a Person manifested by any one or
more of the following events: 

     (a)  adjudicated bankruptcy or insolvency or death
or discontinuation of the business of the Person;

     (b)  the Person ceases, is unable, or admits in
writing its inability, to make timely payment upon the
Person's debts, obligations, or liabilities as they
mature or come due;

     (c)  assignment by the Person for the benefit of
creditors;

     (d)  voluntary institution by the Person or
consent granted by the Person to the involuntary
institution [whether by petition, complaint,
application, default, answer (including, without
limitation, an answer or any other permissible or
required responsive pleading admitting (1) the
jurisdiction of the forum or (2) any material
allegations of the petition, complaint, application, or
other writing to which such answer serves as a
responsive pleading thereto), or otherwise] of any 
bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation,
receivership, trusteeship, or similar proceeding
pursuant to or purporting to be pursuant to any
bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation,
receivership, trusteeship, or similar law of any
jurisdiction;

     (e)  voluntary application by the Person for or
consent granted by the Person to the involuntary
appointment of any receiver, trustee, or similar
officer (1) for the Person or (2) of or for all or any
substantial part of the Person's property;

     (f)  entry, without the Person's application,
approval, or consent, of any order that is not
dismissed, stayed, or discharged within sixty (60) days
from its entry, which is pursuant to or purporting to
be pursuant to any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt,
dissolution, liquidation, receivership, trusteeship or
similar law of any jurisdiction (1) approving an
involuntary petition seeking an arrangement of the
Person's creditors, (2) approving an involuntary
petition seeking reorganization of the Person, or (3)
appointing any receiver, trustee, or similar officer
(i) for the Person, or (ii) of or for all or any
substantial part of the Person's property; or

     (g)  any judgment, writ, warrant of attachment,
execution, or similar process is issued or levied
against all or any substantial part of the Person's
property and such judgment, writ, warrant of
attachment, execution, or similar process is not
released, vacated, or fully bonded within sixty (60)
days after its issue or levy.

     "Foreign Account Receivable" means any Account
Receivable which arises out of contracts with or orders
from an Account Debtor which is not a resident of the
United States.

     "Funded Senior Indebtedness" means all liabilities
of the Borrowers for borrowed money, plus Indebtedness
incurred under any sale/leaseback or lease transaction,
less Subordinated Debt.

     "General Intangible" means (a) any general
intangible, and (b) any personal property, including
but not limited to any licenses, trademarks, service
marks, patents, copyrights and franchises of the
Borrowers, described in Schedule 4.7 attached hereto,
other than Goods, Accounts, Contract Rights, Chattel
Paper, Documents, Instruments, and money. 

     "Goods" means (a) any goods, and (b) all things
which are movable at the time the security interest
granted Bank under the Agreement attaches or which are
fixtures but does not include money, Instruments,
Documents, Accounts, Chattel Paper, General
Intangibles, and Contract Rights.  

     "Government Account Receivable" means any Account
Receivable which arises out of contracts with or orders
from the United States or any of its departments
agencies, or instrumentalities.

     "Indebtedness" shall mean, at a particular date,
the consolidated liabilities of the Borrowers, if any,
as determined in accordance with generally accepted
accounting principles, consistently applied, including,
without limitation, all indebtedness for money borrowed
or for the deferred purchase price of property and
lease obligations of the Borrowers, if any, which have
been, or which in accordance with Statement of
Financial Accounting Standards No. 13, as from time to
time amended, should be capitalized.

     "Instrument" means:

     (a)  any instrument;

     (b)  any negotiable or nonnegotiable instrument
(including, without limitation, drafts,  checks,
acceptances, certificates of deposit, and notes);

     (c)  any security; and

     (d)  any other writing which: 

          (1)  evidences a right to the payment of
money,

          (2)  is not itself a security agreement or
     lease, and

          (3)  is of a type which in the ordinary
     course of business is transferred by delivery with
     any necessary endorsement or assignment. 

     "Interest Period" means the period selected by the
Borrowers for an Advance or the Term Loan to carry an
interest rate based on either the Prime Rate or a LIBOR
Based Rate.  This period for an Advance or the Term
Loan carrying an interest rate based on the Prime Rate
may be of any length, provided that such period ends on
an interest payment date or the Termination Date or
Maturity Date, as the case may be.  The period for an
Advance or the Term Loan carrying a LIBOR Based Rate
shall be fixed for a period of 30, 60, 90 or 180 days
and shall end on an interest payment date (or such
shorter period if the Termination Date or the Maturity
Date, as the case may be, occurs sooner).

     "Letter of Credit" means any outstanding letter of
credit issued by Bank for the account of any Borrower.

     "Letter of Credit Commitment" means the commitment
of the Bank to pay under a Letter of Credit issued by
the Bank for the account of a Borrower pursuant to
Section 2.1(c) hereof.

     "LIBOR" means the London interbank offered rate,
at which deposits in United States dollars are offered
by leading banks in the London interbank eurodollar
markets.

     "Loan Account" means an account maintained by the
Bank on its books, which will evidence all Advances,
accrued interest thereon, other amounts due Bank with
respect to such Advances, and all payments thereof by
Borrowers.

     "Master Promissory Note" means the Fourth Amended
and Restated Master Promissory Note executed by the
Borrowers and delivered to the Bank pursuant to Section
2.1 of this Agreement, in substantially the form
attached hereto as Exhibit B, as amended or modified
from time to time and together with any promissory note
or notes issued in exchange or replacement therefor.

     "Maturity Date" means with respect to the Term
Loan made pursuant to Section 2.2 of this Agreement
means the earlier of (a) January 31, 2002 or (b) such
earlier date as all amounts due in connection with said
loan might become due and payable under this Agreement.

     "Multiemployer Plan" means a multiemployer plan as
defined in ERISA Section 3(37) which covers employees of the
Borrowers, or any ERISA Affiliate.

     "Net Income" means the consolidated net after tax
income of the Borrowers, determined in accordance with
generally accepted accounting principals, for a given
fiscal period, excluding the effects of any
extraordinary gains or losses.

     "Notes" mean the Master Promissory Note and the
Term Note.

     "Obligations" means any of the following
obligations, whether direct or indirect, absolute or
contingent, secured or unsecured, matured or unmatured,
originally contracted with Bank or another Person and
now owing to or hereafter acquired in any manner
partially or totally by Bank or in which Bank may have
acquired a participation, contracted by a Borrower
alone or jointly or severally with another Person:

     (a)  any and all indebtedness, obligations,
liabilities, contracts, indentures, agreements,
warranties, covenants, guaranties, representations,
provisions, terms, and conditions of whatever kind, now
existing or hereafter arising, and however evidenced,
that are now or hereafter owed, incurred, or executed
by a Borrower to, in favor of, or with Bank (including,
without limitation, those as are set forth or contained
in, referred to, evidenced by, or executed with
reference to the Agreement, the Loan Account, the
Notes, any other promissory notes, letter of credit
agreements, swap agreements, advance agreements,
indemnity agreements, guaranties, lines of credit,
mortgage deeds, security agreements, assignments,
pledge agreements, hypothecation agreements,
Instruments, and acceptance financing agreements), and
including any partial or total extension, restatement,
renewal, amendment, and substitution thereof or
therefor;

     (b)  any and all claims of whatever kind of Bank
against a Borrower, now existing or hereafter arising
including, without limitation, any arising out of or in
any way connected with warranties made by a Borrower to
Bank in connection with any Instrument deposited with
or purchased by Bank; and

     (c)  any and all of Bank's Related Expenses.

     "Organization" means a corporation, government or
government subdivision or agency, business trust,
estate, trust, partnership, association, two or more
Persons having a joint or common interest, and any
other legal or commercial entity. 

     "Permitted Encumbrances" means those encumbrances
listed in Schedule 4.4.

     "Person" means an individual or an Organization. 

     "Plan" means any plan (other than a Multiemployer
Plan) as defined in ERISA Section 3(3) in which a Borrower or
any ERISA Affiliate is, or has been at any time during
the preceding two (2) years, has sponsored, maintained
or participated as an "employer" or a "substantial
employer" as such terms are defined in ERISA.

     "Prime Rate" means that interest rate established
from time to time by the Bank as the Bank's Prime Rate,
whether or not publicly announced; the Prime Rate may
not be the lowest interest rate charged by Bank for
commercial or other extensions of credit.

     "Proceeds" means (a) any proceeds, and (b)
whatever is received upon the sale, exchange,
collection, or other disposition of Collateral or
proceeds, whether cash or non-cash.  Cash proceeds
include, without limitation, money, checks, and Deposit
Accounts.  Proceeds includes, without limitation, any
Account arising when the right to payment is earned
under a Contract Right, any insurance payable by reason
of loss or damage to the Collateral, and any return or
unearned premium upon any cancellation of insurance. 
Except as expressly authorized in the Agreement, Bank's
right to Proceeds specifically set forth herein or
indicated in any financing statement shall never
constitute an express or implied authorization on the
part of Bank to a Borrower's sale, exchange,
collection, or other disposition of any or all of the
Collateral. 

     "Prohibited Transaction" means any prohibited
transaction as that term is defined for purposes of
ERISA or the Code.

     "Qualified Account Receivable" means an Account
Receivable of a Borrower which, at all times until it
is collected in full, continuously meets the following
requirements:

     (a)  is not subject to any claim for credit,
allowance, or adjustment by the Account Debtor or any
set off or counter claim;

     (b)  arose in the ordinary course of a Borrower's
business from the performance (fully completed) of
services  which have been performed for or at the
request of the Account Debtor, and not more than ninety
(90) days have elapsed since the date of invoice; 

     (c)  Bank has not determined that the Account
Receivable is unsatisfactory in any respect;

     (d)  is not an Account Receivable due from another
Borrower or any other Affiliate, shareholder, partner
or employee of a Borrower;

     (e)  is not a Foreign Account Receivable, unless
such Foreign Account Receivable is secured by one or
more letters of credit; and

     (f)  is not evidenced by a promissory note or any
other negotiable instrument, unless otherwise agreed by
Bank.

     "Related Expenses" means any and all reasonable
costs, liabilities, and expenses (including without
limitation, losses, damages, penalties, claims,
actions, reasonable attorney's fees, legal expenses,
judgments, suits, and disbursements) incurred by,
imposed upon, or asserted against, Bank in any attempt
by Bank: 

     (a)  to obtain, preserve, perfect, or enforce any
security interest evidenced by (i) the Agreement, or
(ii) any other pledge agreement, mortgage deed,
hypothecation agreement, guaranty, security agreement,
assignment, or security instrument executed or given by
a Borrower to or in favor of Bank;

     (b)  to obtain payment, performance, and
observance of any and all of the Obligations;

     (c)  to maintain, insure, audit, collect,
preserve, repossess, and dispose of any of the
Collateral, including, without limitation, costs and
expenses for appraisals, assessments, and audits of a
Borrower or the Collateral; or

     (d)  incidental or related to (a) through (c)
above, including, without limitation, interest
thereupon from the date due and payable until paid at
the rate payable as set forth in Section II of the
Agreement, but in no event greater than the highest
rate permitted by law.

     "Reportable Event" means any reportable event as
that term is defined for purposes of ERISA.

     "Subordinated Debt" means Indebtedness which is
subordinated, as to payment, security or both, in a
manner satisfactory to the Bank, to all indebtedness
owing to the Bank.

     "Subsidiary" shall mean any Person of which more
than fifty percent (50%) of (i) the voting stock
entitling the holders thereof to elect a majority of
the Board of Directors, manager, or trustees thereof,
or (ii) the interest in the capital or profits of such
Person, which at the time is owned or controlled,
directly or indirectly, by a Borrower.

     "Tangible Net Worth" means the total shareholder
equity and Subordinated Debt of the Borrowers
determined on a consolidated basis in accordance with
generally accepted accounting principles, less the sum
of the aggregate amount of all intangible assets,
Accounts Receivable due from any other Borrower or any
other Affiliate, shareholder, partner or employee of
any Borrower (other than Accounts Receivable due from
non-officer employees of a Borrower that do not exceed
$50,000 in the aggregate), organizational costs and
goodwill. 

     "Term Loan" means the term loan made by the Bank
to the Borrowers in the principal amount of Two Million
Five Hundred Thousand Dollars ($2,500,000) and subject
to the provisions, terms and conditions of Section 2.2
of this Agreement, and evidenced by the Term Note.

     "Term Note" means the Term Note executed by the
Borrowers and delivered to the Bank pursuant to Section
2.2 of this Agreement, in substantially the form
attached hereto as Exhibit C, as amended or modified
from time to time and together with any promissory note
or notes issued in exchange or replacement therefor.

     "Termination Date" with respect to the revolving
line of credit extended pursuant to Section 2.1 of this
Agreement means the earlier of (a) January 31, 1999 or
(b) such date on which the commitment of the Bank to
make Advances pursuant to Section 2.1 hereof shall have
been terminated in accordance with this Agreement.

     The foregoing definitions shall be applicable to
the singulars and plurals of the foregoing defined
terms.  Terms used in the foregoing definitions which
are defined in the Indiana Uniform Commercial Code,
unless otherwise indicated, shall have the meanings
ascribed thereto under the Indiana Uniform Commercial
Code.  Accounting terms used in the foregoing
definitions shall have the meanings ascribed thereto
under generally accepted accounting principles.

     II.  STATEMENT OF TERMS

          2.1  The Revolving Line of Credit

          (a)  Advances.  The Bank will, subject to the
     terms and conditions of this Agreement, up to and
     including the Termination Date, make Advances to
     or for the account of Borrowers up to but not
     exceeding an aggregate unpaid principal amount
     outstanding at any one time on Advances equal to
     the lesser of (a) the revolving line of credit
     approved for Borrowers, which is currently Eight
     Million Five Hundred Thousand Dollars ($8,500,000)
     less the then aggregate outstanding amount of all
     Letter of Credit Commitments, or (b) the Borrowing
     Base.  Pursuant to Advances, the Borrowers may
     borrow, repay and reborrow such maximum amount of
     credit.  The Bank shall debit to the Loan Account
     the amount of each Advance made under this
     Agreement and all interest, other compensation, or
     other fees payable on all Advances and shall
     credit to the Loan Account each payment of (a)
     principal and interest on account of each Advance
     and (b) other amounts payable under this
     Agreement, by the appropriate entries.  The Loan
     Account shall constitute prima facie evidence of
     all Advances made by Bank pursuant to this
     Agreement.  In the event of any discrepancy
     between the records of Bank and Borrowers with
     regard to the Loan Account, the records of Bank
     shall prevail unless the Borrowers notify Bank of
     an error within fifteen (15) Business Days after
     having discovered any such error or unless
     Borrowers and Bank mutually agree with regard to
     an appropriate change in such records.  Borrowers
     shall execute and deliver to Bank the Master
     Promissory Note to evidence all Advances under
     this Agreement.

          (b)  Interest Rate and Fees on Advances.

          (i)  Payment of Interest.  As compensation
     for the Advances made by Bank, Borrowers undertake
     and agree to pay to Bank on a monthly basis
     commencing on March 3, 1997 and on the first
     Business Day of each month thereafter through the
     Termination Date, interest upon the outstanding
     Advances from time to time at an annual rate with
     respect to each Advance to be elected by Borrowers
     from either (A) the Prime Rate or (B) the LIBOR
     Based Rate described, respectively, in subparts
     (ii) and (iii) of this Section 2.1(b).  The
     interest rate hereunder shall not exceed the
     highest rate permitted by law.

          (ii)  Prime Rate.  If the Borrowers elect the
     Prime Rate for an Advance, that Advance shall
     carry an interest rate per annum equal to the
     Prime Rate.  The rate charged to Borrowers under
     this subsection will increase or decrease on the
     day of and by an amount equal to, each increase or
     decrease in the Prime Rate.  Each Advance shall
     carry an interest rate based on the Prime Rate
     unless a LIBOR Based Rate is elected by the
     Borrowers in accordance with the requirements of
     subpart (iii) of this Section 2.1(b).  

          (iii)  LIBOR Based Rate.  If the Borrowers
     elect a LIBOR Based Rate for an Advance, that
     Advance shall carry a rate equal to:

          (A) LIBOR plus one hundred twenty five basis
          points (1.25%) if the Borrowers' Funded
          Senior Indebtedness to EBITDA Ratio is less
          than or equal to 1.50 to 1.0; 

          (B) LIBOR plus one hundred seventy five basis
          points (1.75%) if the Borrowers' Funded
          Senior Indebtedness to EBITDA Ratio is
          greater than 1.50 to 1.0 but less than or
          equal to 2.0 to 1.0; 

          (C) LIBOR plus two hundred twenty five basis
          points (2.25%) if the Borrowers' Funded
          Senior Indebtedness to EBITDA Ratio is
          greater than 2.0 to 1.0 but less than or
          equal to 2.5 to 1.0; or 

          (D) LIBOR plus two hundred seventy five basis
          points (2.75%) if the Borrowers' Funded
          Senior Indebtedness to EBITDA Ratio is
          greater than 2.5 to 1.0 but less than or
          equal to 3.5 to 1.0.

     Advances elected by the Borrowers to be at a LIBOR
     Based Rate must be in minimum amounts of $10,000,
     shall be fixed for an Interest Period of 30, 60,
     90 or 180 days, based on LIBOR at the outset of
     such period with the rate remaining fixed during
     the Bank's LIBOR commitment for each LIBOR Based
     Rate Advance.  For purposes of determining the
     applicable LIBOR Based Rate, the Borrowers' Funded
     Senior Indebtedness to EBITDA Ratio shall be
     tested as of the most recent fiscal quarter
     immediately preceding the commencement of the
     applicable Interest Period.

          (iv)  Rate Following Maturity.  After
     maturity (whether by acceleration or otherwise),
     the unpaid principal and accrued interest
     evidenced by the Loan Account shall bear interest
     at a rate per annum equal to three percent (3%) in
     excess of the applicable interest rate described
     in Section 2.1(b)(i) and (ii) above.  Prior to
     maturity, if any payment of principal or interest
     is not paid within five (5) Business Days
     following the due date, Borrowers shall pay a late
     fee of an amount equal to the greater of ten
     percent (10%) of such payment or one hundred
     dollars ($100).  Notwithstanding the Bank's
     remedies as set forth in Section VII hereof, prior
     to maturity hereof, upon the occurrence of any
     Event of Default under this Agreement and until
     such Event of Default is cured by Borrowers, at
     Bank's option and upon written notice to
     Borrowers, the unpaid principal and accrued
     interest evidenced by the Loan Account shall bear
     interest at a rate per annum equal to three
     percent (3%) in excess of the applicable interest
     rate described in Section 2.1(b)(i) and (ii)
     above. 

          (c)  Letters of Credit.  Borrowers may from
     time to time prior to the Termination Date request
     that the Bank issue standby Letters of Credit for
     the account of a Borrower, which shall be subject
     to such terms and conditions, and the execution
     and delivery by Borrower(s) of such customary
     agreements and other documents as Bank shall in
     its sole discretion specify.  The aggregate amount
     of all outstanding Letters of Credit hereunder
     shall in no event at any time, however, exceed the
     sum of Two Million Dollars ($2,000,000).  As
     compensation for the Letters of Credit by Bank,
     Borrowers undertake and agree to pay Bank at the
     time each Letter of Credit is issued a fee equal
     to either (i) one hundred basis points (1.00%) per
     annum on the maximum amount of the Letter of
     Credit if the Borrowers' Funded Senior
     Indebtedness to EBITDA Ratio is less than or equal
     to 2.50 to 1.0 as of the most recent fiscal
     quarter immediately preceding the commencement of
     the quarterly period in which the Letter of Credit
     is issued or (ii) one hundred twenty five basis
     points (1.25%) per annum on the maximum amount of
     the Letter of Credit if the Borrower's Funded
     Senior Indebtedness to EBITDA Ratio is greater
     than 2.50 to 1.0 as of the most recent fiscal
     quarter immediately preceding the commencement of
     the quarterly period in which the Letter of Credit
     is issued.  The Letter of Credit fees described in
     this paragraph (c) shall be in addition to other
     standard and customary Letter of Credit charges
     imposed by the Bank.  In addition to Borrowers'
     other obligations under this and other agreements,
     in the event amounts are drawn against such
     Letters of Credit, Borrowers shall immediately and
     without demand or notice (regardless of whether or
     not they are the account party) repay to Bank such
     amounts, plus all interest, fees and expenses of
     Bank in connection therewith, which amounts,
     interest, fees and expenses of Bank shall be
     Obligations of Borrower to Bank fully secured by
     this Agreement and evidenced by the Master
     Promissory Note.

          (d)  Non-Use Fee.  Borrowers agree to pay
     Bank a non-use fee on the average daily unborrowed
     portion of the maximum amount of Borrowers'
     revolving line of credit hereunder (less
     outstanding Letter of Credit Commitments) on and
     from the date hereof to and including the
     Termination Date at a rate of either (i) one-
     eighth of one percent (0.125%) per annum (using a
     day rate based upon a year of 360 days and charged
     for the actual number of days elapsed) if the
     Borrowers' Funded Senior Indebtedness to EBITDA
     Ratio is equal to or less than 3.0 to 1.0, or (ii)
     one-quarter of one percent (0.25%) per annum
     (using a day rate based upon a year of 360 days
     and charged for the actual number of days elapsed)
     if the Borrowers' Funded Senior Indebtedness to
     EBITDA Ratio is greater than 3.0 to 1.0.  The non-
     use fee shall be payable on a monthly basis at the
     same time that interest payments are to be paid to
     the Bank by the Borrowers as set forth in
     paragraph (b)(i) of this Section 2.1.

          (e)  Prepayment of LIBOR Based Rate Advances. 
     If any prepayment of any LIBOR Based Rate Advance
     occurs on any day other than the last day of the
     30, 60, 90 or 180 day period for which the LIBOR
     Rate was fixed, the Borrowers shall pay to the
     Bank such additional amounts as are sufficient to
     indemnify the Bank against any loss, cost, or
     expense (including loss of margin) incurred by
     Bank as a result of such prepayment.  A
     certificate as to the amount of any such loss,
     cost, or expense submitted by Bank to Borrowers
     shall be conclusive and binding for all purposes,
     absent manifest error.

          (f)  Payment at Termination Date.  Borrowers
     shall repay to the Bank on the Termination Date
     the entire outstanding balance of all principal,
     accrued interest, fees, expenses and all other
     amounts in the Borrowers' Loan Account; provided,
     however, that in the event the Termination Date
     occurs on or after January 31, 1999, the Bank
     shall, if so requested by the Borrowers, convert a
     portion of the balance of the Loan Account, in an
     amount equal to the lesser of (i) Four Million
     Dollars ($4,000,000) or (ii) the total aggregate
     cost of all Acquisitions occurring after the
     Closing Date, into a second term loan to the
     Borrowers with a repayment term of five years and
     other terms and conditions of repayment
     substantially similar to those for the Term Loan.

          2.2  Term Loan 

          (a)  Amount.  The Bank hereby agrees to make
     a term loan to Borrowers in the principal amount
     of Two Million Five Hundred Thousand Dollars
     ($2,500,000).  The Bank's loan pursuant to this
     Section 2.2 shall be evidenced by the Term Note.

          (b)  Payment of Principal.  The Borrowers
     shall repay the aggregate amount of principal on
     the Term Note to the Bank in equal monthly
     principal payments of Forty One Thousand Six
     Hundred Sixty Seven Dollars ($41,667) commencing
     on the twenty-first day of February, 1997 and on
     the twenty-first day of each month thereafter (or
     the next succeeding Business Day if such day is
     not a Business Day) through the Maturity Date,
     plus a final payment of the entire outstanding
     principal balance on the Maturity Date.

          (c)  Interest. 

          (i)  Payment of Interest.  The Borrowers
     shall pay to the Bank on a monthly basis
     commencing on the twenty-first day of February,
     1997 and on the twenty-first day of each month
     thereafter (or the next succeeding Business Day if
     such day is not a Business Day) through the
     Maturity Date, interest upon the outstanding
     principal balance on the Term Loan outstanding
     from time to time based on an annual rate elected
     by the Borrowers from either the Prime Rate or the
     LIBOR Based Rate, as described in subparts (ii)
     and (iii) of this Section 2.2(c), with a final
     payment on the Maturity Date of all accrued
     interest due under the Term Note, together with
     any and all fees, expenses and other amounts due
     thereunder. Interest on the Term Note shall be
     calculated using a daily rate based upon a year of
     360 days and charged for the actual number of days
     elapsed.  The interest rate on the Term Note shall
     not exceed the highest rate permitted by law.  
     
          (ii)  Prime Rate.  If the Borrowers elect the
     Prime Rate for an Interest Period, the outstanding
     principal balance of the Term Note for that
     Interest Period shall carry an interest rate per
     annum equal to the Prime Rate.  The rate charged
     to Borrower under this subsection will increase or
     decrease on the day of and by an amount equal to,
     each increase or decrease in the Prime Rate during
     the Interest Period.  

          (iii)  LIBOR Based Rate.  If the Borrowers
     elect a LIBOR Based Rate for an Interest Period,
     the outstanding balance of the Term Loan for that
     Interest Period shall carry an interest rate per
     annum equal to:

          (A) LIBOR plus one hundred fifty basis points
          (1.50%) of the Borrowers' Funded Senior
          Indebtedness to EBITDA Ratio is less than or
          equal to 1.50 to 1.0 for the most recent
          fiscal quarter immediately preceding the
          commencement of the Interest Period for which
          the elected rate is to apply;

          (B) LIBOR plus two hundred basis points
          (2.00%) of the Borrowers' Funded Senior
          Indebtedness to EBITDA Ratio is greater 1.50
          to 1.0 but less than or equal to 2.0 to 1.0
          for the most recent fiscal quarter
          immediately preceding the commencement of the
          Interest Period for which the elected rate is
          to apply;

          (C) LIBOR plus two hundred fifty basis points
          (2.50%) of the Borrowers' Funded Senior
          Indebtedness to EBITDA Ratio is greater than
          2.0 to 1.0 but less than or equal to 2.50 to
          1.0 for the most recent fiscal quarter
          immediately preceding the commencement of the
          Interest Period for which the elected rate is
          to apply; or

          (D) LIBOR plus three hundred basis points
          (3.00%) of the Borrowers' Funded Senior
          Indebtedness to EBITDA Ratio is greater than
          2.5 to 1.0 but less than or equal to 3.5 to
          1.0 for the most recent fiscal quarter
          immediately preceding the commencement of the
          Interest Period for which the elected rate is
          to apply.

     If the Borrowers elect a LIBOR Based Rate of any
     Interest Period, the LIBOR Based Rate shall be
     fixed for a period of 30, 60, 90 or 180 days,
     based on LIBOR at the outset of such period. For
     purposes of determining the applicable LIBOR Based
     Rate, the Borrowers' Funded Senior Indebtedness to
     EBITDA Ratio shall be tested as of the most recent
     fiscal quarter immediately preceding the
     commencement of the applicable Interest Period.

          (iv)  Rate Following Maturity.  After
     maturity (whether by acceleration or otherwise),
     the unpaid principal balance of and accrued
     interest on the Term Note shall bear interest at a
     rate per annum equal to three percent (3%) in
     excess of the applicable rate set forth in
     subparagraph (c)(i) of this Section 2.2.
     Notwithstanding the remedies set forth in Section
     VII hereof, prior to maturity, upon the occurrence
     of any Event of Default hereunder and until such
     Event of Default is cured by the Borrowers, at the
     Bank's option and upon written notice to
     Borrowers, the unpaid principal balance of and
     accrued interest on the Term Note shall bear
     interest at a rate per annum equal to three
     percent (3%) in excess of the applicable rate set
     forth in paragraph (c)(i) of this Section 2.2.

          2.3  Payment of Fees and Expenses

          (a)  Documentation Fees and Expenses. 
     Borrowers agree to pay upon demand (a) the Bank's
     legal fees and expenses incurred in connection
     with the preparation of this Agreement, the Notes
     and other documentation relating thereto, which
     fees the parties hereby agree shall not exceed the
     sum of Five Thousand Dollars ($5,000), (b)
     appraisal fees, fees and expenses incurred in
     connection with UCC searches and filings and
     related closing and collateral perfection costs,
     and (c) all other related out-of-pocket expenses
     incurred by the Bank in connection with the
     negotiation, documentation and closing of the
     transactions contemplated hereunder.

          (b)  Commitment Fee.  Borrowers agree to pay
     to the Bank on or before the Closing Date, and the
     Bank hereby acknowledges receipt of, a commitment
     fee of Ten Thousand Dollars ($10,000). 

          2.4  Adjustment of Fees and Charges Due to
     Regulatory Changes.  If (i) there shall be
     introduced or changed any treaty, statute,
     regulation, or other law, or there shall be any
     change in the interpretation or administration
     thereof, or there shall be made any request from
     any central bank or other lawful governmental
     authority, which introduction, change, or
     compliance shall (a) impose, modify, or deem
     applicable any reserve or special deposit
     requirements against assets held by or deposits in
     or loans by Bank or (b) subject Bank to any tax,
     duty, fee, deduction, or withholding or (c) change
     the basis of taxation of the overall net income
     (otherwise than by a change in taxation of the
     overall net  income of Bank) or (d) impose,
     modify, or deem applicable any capital adequacy or
     similar requirement (including, without
     limitation, any request or requirement which
     affects the manner in which Bank allocates capital
     resources to its commitments generally or those
     under the Agreement) and (2) in Bank's sole
     opinion any such event (A) reduces the amount of
     any payment to be made to Bank under the Agreement
     or (B) reduces the rate of return on the capital
     of Bank that is reasonably allocable to Bank's
     commitments under the Agreement to a level below
     that which Bank would have achieved but for that
     event, then, upon Bank's demand, Borrowers shall
     pay Bank from time to time such additional amounts
     as will compensate Bank for and indemnify it
     against such increased costs or reduced payment or
     reduced rate of return. Each demand shall be
     accompanied by a certificate setting forth the
     amount to be paid and the computations used in
     determining the amount, which certificate shall be
     presumed to be correct as to the matters set forth
     therein in the absence of manifest error. In
     determining any such amount, Bank may use any
     reasonable averaging and attribution methods. 
     Bank shall provide Borrowers with prompt notice of
     any change described herein and shall, before
     imposing any such charges on Borrowers, give
     Borrowers at least thirty (30) days' prior written
     notice of type, reason and estimated amount of the
     charge.

     III. SECURITY INTEREST IN COLLATERAL

          3.1  Grant of Security Interest in
     Collateral.  In consideration of and as security
     for the full and complete payment, performance,
     and observance of all Obligations, Borrowers
     hereby collaterally assign, mortgage and pledge to
     the Bank, its successors and assigns, and hereby
     grant to the Bank, its successors and assigns, a
     first lien and security interest in the Collateral
     and any and all Proceeds and products of any of
     the Collateral.  Borrowers shall execute and
     deliver such collateral assignments, security
     agreements, financing statements and other
     documents as may be necessary to create and
     perfect a lien and security interest in all assets
     of the Borrowers, which documents shall be in such
     customary form as shall be reasonably requested by
     Bank.  

     IV.  REPRESENTATIONS AND WARRANTIES

          Borrowers represent and warrant to Bank
     (which representations and warranties shall
     survive the execution of the Agreement and all
     Advances) that:

          4.1  Organization and Qualification. 
     Borrowers are duly organized and existing
     corporations and limited partnerships, as the case
     may be, under the laws of the state of Indiana and
     are duly qualified, licensed and in good standing
     in every state in which they are doing business
     and in which such qualification or licensing is
     required, except to the extent the absence of such
     qualification does not have a material adverse
     effect on any Borrower, its businesses or its
     properties.

          4.2  Due Execution and Delivery.  The
     execution, delivery, and performance hereof are
     within Borrowers' respective corporate and
     partnership powers, have been duly authorized, and
     are not in contravention of law or the law or the
     terms of the Borrowers' charters, articles of
     incorporation, certificates of limited
     partnership, bylaws, limited partnership
     agreements or regulations or of any indenture,
     agreement, or undertaking to which a Borrower is a
     party or by which it is bound.

          4.3  Borrower Representatives.  The
     undersigned representatives of the Borrowers are
     duly appointed officers of the Borrowers or
     officers of their general partners authorized to
     execute and deliver this Agreement on behalf of
     the Borrowers and bind the Borrowers by the terms
     of this Agreement.

          4.4  Borrowers' Title to Collateral.  Except
     for any Permitted Encumbrances or security
     interests granted to or in favor of Bank,
     Borrowers are, and as to Collateral to be acquired
     after the date hereof will be, the owner of the
     Collateral free from any claim, lien, encumbrance,
     or security interest of any type, and Borrowers
     agree that they will defend the Collateral against
     all claims and demands of all Persons at any time
     claiming the same or any interest therein.
     
          4.5  Borrowers' Location; Location of
     Collateral.  The addresses of the offices where
     the Borrowers keep all of their records pertaining
     to the Collateral and operate their businesses and
     maintain their Equipment set forth in Schedule 4.5
     together with all other information contained in
     said Schedule, including but not limited to the
     name or names under which the Borrowers operate
     their businesses and the locations of the
     Collateral, are true and correct. 

          4.6  Disclosure.  Subject to any limitation
     stated herein or in connection herewith, all
     information furnished to Bank concerning Borrowers
     or the Collateral is, or will be, to the best of
     the Borrowers' knowledge, at the time such
     information is furnished, accurate and correct in
     all material respects and complete insofar as is
     necessary to give Bank true and accurate knowledge
     of the  subject matter thereof.

          4.7  Collateral.  Borrowers are the lawful
     owners of and have full and unqualified right to
     collaterally assign, pledge and grant a security
     interest in all of the Collateral to Bank.  Except
     to evidence Permitted Encumbrances, such
     Collateral is not subject to any adverse financing
     statement, encumbrance, lien, or security interest
     of any type except any granted to or in favor of
     Bank, or to the best of Borrowers' knowledge, any
     claim.  Schedule 4.7 is an accurate list of all
     patents, trademarks, service marks, copyrights,
     and applications for any of the foregoing.

          4.8  Accounts Receivable.  Each Qualified
     Account Receivable included with the aggregate
     amount of Qualified Accounts Receivable set forth
     on each Borrowing Base Certificate now or
     hereafter furnished to Bank shall meet, as of the
     date stated thereon, all eligibility requirements
     specified in the Section 1.1 definition of
     Qualified Account Receivable.

          4.9  Litigation.  Except as set forth in
     Schedule 4.9, there is no pending or threatened
     action, suit or proceeding affecting the Borrowers
     before any court or other governmental authority
     or any arbitrator which may materially adversely
     affect the condition or operations, financial or
     otherwise, of any Borrower or the ability of any
     Borrower to perform its obligations under the
     Agreement.

          4.10  Compliance with Laws.  The Borrowers
     are in compliance in all material respects with
     all applicable laws, rules, regulations and
     orders, including Environmental Laws of all
     governmental authorities having jurisdiction over
     them, whether Federal, state, local or foreign,
     except to the extent that any non-compliance will
     not, in the aggregate, have a materially adverse
     effect on any Borrower or the ability of any
     Borrower to fulfill its obligations under this
     Agreement or the Note.

          4.11  Financial Statements.  The consolidated
     financial statements of Borrowers dated October
     31, 1996, copies of which have been delivered to
     Bank, fairly present the financial condition of
     the Borrowers as at the date thereof and the
     results of operations for the fiscal period ended
     on the date thereof, all in accordance with
     generally accepted accounting principles
     consistently applied, and, except as set forth in
     Schedule 4.11, since the date of such financial
     statements, there has been no material adverse
     change in condition or operations.

          4.12  Consideration and Solvency.  Borrowers
     have received consideration which is the
     reasonable equivalent value of the obligations and
     liabilities that the Borrowers have incurred to
     Bank.  No Borrower is insolvent as defined in any
     applicable state or federal statute, nor will any
     Borrower be rendered insolvent by the execution
     and delivery of this Agreement or the Notes to
     Bank.  No Borrower is engaged or about to engage
     in any business or transaction for which the
     assets retained by it shall be an unreasonably
     small capital, taking into consideration the
     obligations to Bank incurred hereunder.  No
     Borrower intends to, nor does it believe that it
     will, incur debts beyond its ability to pay them
     as they mature.

          4.13  Compliance with all Material
     Obligations.  No Borrower is in default in the
     performance, observance, or fulfillment of any of
     the obligations, convents, or conditions contained
     in any agreement or instrument to which it is a
     party, which default materially adversely affects
     the business, properties, assets, or financial
     condition of any Borrower.

          4.14  ERISA.  Schedule 4.14 as attached
     hereto sets forth all Plans.  Borrowers do not
     sponsor or maintain any defined benefit pension
     plan subject to Title IV of ERISA, on any
     Multiemployer Plan.  All Plans are in material
     compliance with the Code and ERISA as applicable,
     and Borrowers have complied with all reporting and
     disclosure requirements of the Code and ERISA for
     the Plans.  No Prohibited Transaction has occurred
     and is continuing with respect to any Plan.  No
     fine, penalty, tax, or assessment has been made
     against any of the Borrowers or an ERISA Affiliate
     by any governmental entity with respect to any
     Plan, and no audit or administrative investigation
     has occurred or is continuing with respect to any
     Plans.

          4.15  Taxes.  Borrowers have filed all
     required Federal, state, local and foreign tax
     returns, reports and other filings, have paid all
     Federal, state, local and foreign taxes, duties
     and similar charges due and owing, and no tax or
     similar liens have been filed, nor does a basis
     therefor exist.

          4.16  Leases.  Schedule 4.16 sets forth a
     true and accurate list and description of all
     leases of real property, fixtures or personal
     property to which any Borrower is a party.  All
     such leases are in full force and effect, all
     amounts due thereunder have been paid and there
     exists no default, or event which upon notice of
     lapse of time (or both) would constitute a default
     thereunder. 

          4.17  No Margin Stock. No part of any Advance
     will be used to purchase or carry, or to reduce or
     retire or refinance any credit incurred to
     purchase or carry, any margin stock (within the
     meaning of Regulations U and X of the Board of
     Governors of the Federal Reserve System) or to
     extend credit to others for the purpose of
     purchasing or carrying any margin stock.  If
     requested by Bank, each Borrower will furnish to
     Bank statements in conformity with the
     requirements of Federal Reserve Form U-1.

          4.18  Governmental Authorization.  Borrowers
     have obtained any and all licenses, permits,
     franchises, governmental authorizations, patents,
     trademarks, copyrights or other rights necessary
     for the ownership of its properties and the
     advantageous conduct of their businesses, except
     to the extent the absence of the same would not
     have a material adverse effect on the Borrowers'
     businesses, properties or prospects.  Borrowers
     possess adequate licenses, patents, patent
     applications, copyrights, trademarks, trademark
     applications, and trade names to continue to
     conduct their businesses as heretofore conducted
     by them, without any conflict with the rights of
     any other Person.  All of the foregoing are in
     full force and effect and none of the foregoing
     are in known conflict with the rights of others.

          4.19  Affiliates.  The Borrowers have no
     Affiliates other than those identified in Schedule
     4.19.

     V.   COVENANTS

          The Borrowers undertake, covenant and agree
     that, from the date of this Agreement and until
     the Obligations of the Borrowers to the Bank
     hereunder are satisfied in full, they will comply
     with the following provisions:

          5.1  Accounting; Financial Statements; Other
     Information.   The Borrowers will maintain a
     standard system of accounting, established and
     administered in accordance with generally accepted
     accounting principles consistently followed
     throughout the periods involved, and will set
     aside on their books for each fiscal year the
     proper amounts for depreciation, obsolescence,
     amortization, bad debts, current and deferred
     taxes, and other purposes as shall be required by
     generally accepted accounting principles. The
     Borrowers will deliver or cause to be delivered to
     the Bank:

          (a)  Not later than ninety (90) days after
     the end of each fiscal year, audited financial
     statements of the Borrowers on a consolidated
     basis covering such fiscal year and containing an
     unqualified opinion by a certified public
     accountant acceptable to Bank;

          (b)  At the time the same are filed with the
     Securities and Exchange Commission (the "SEC"),
     all reports, notices and other filings made by or
     on behalf of any Borrower with the SEC, including,
     but not limited to annual 10K Corporate Reports
     and the quarterly 10Q Corporate Reports of
     Personnel Management, Inc.

          (c)  Within forty-five (45) days after the
     last day of each fiscal quarter, a balance sheet
     and income statement of the Borrowers on a
     consolidated basis, certified as complete and
     correct by the chief financial officer or other
     authorized officer(s) of the Borrowers.

          (d)  Within forty-five (45) days after the
     last day of each fiscal quarter a certificate by
     the chief financial officer or other authorized
     officer of each of the Borrowers stating whether
     or not there exists any Event of Default, or event
     which, with the passage of time or service of
     notice or both, will constitute an Event of
     Default, specifying the nature and period of
     existence thereof and what action, if any, the
     Borrowers are taking or propose to take with
     respect thereto;

          (e)  Within forty-five (45) days after the
     last day of each fiscal quarter a report
     designated "Financial Covenant Compliance Report"
     showing the Borrowers' compliance with each of the
     financial covenants set forth in Sections 5.27,
     5.28 and 5.29 and certified as complete and
     correct by the chief financial officer or other
     authorized officer(s) of each of the Borrowers.

          (f)  Within fifteen (15) days after the last
     day of each month, and at any other times required
     by Bank, a Borrowing Base Certificate, fully
     completed as to all figures and information called
     for therein and certified as complete and correct
     by an appropriate officer(s) of the Borrowers.

          (g)  With reasonable promptness, such other
     data and information respecting the Borrowers'
     financial condition or the Collateral, including
     but not limited to all federal, state and local
     income tax returns, as from time to time may be
     reasonably requested by the Bank.

          5.2  Adverse Changes or Events of Default. 
     Borrowers shall promptly notify the Bank in
     writing of (a) any material adverse change in the
     condition, business, or prospects, financial or
     otherwise, of any of the Borrowers and (b) the
     occurrence of any event or the existence of any
     condition which would be, after notice or lapse of
     applicable grace periods, if any, an Event of
     Default.  Borrowers shall promptly notify the Bank
     in writing no less frequently than monthly of the
     occurrence of any event which, if it had existed
     on the date of this Agreement, would have required
     qualification of the representations and
     warranties set forth in Section IV hereof.

          5.3  ERISA Matters.  Borrowers shall provide
     notice to the Bank promptly, and in any event
     within ten (10) days of becoming aware of (i) any
     Prohibited Transaction with respect to any Plan,
     or (ii) any fine, penalty, tax, or assessment
     against any Borrower or an ERISA Affiliate with
     respect to any Plan.  Notice to the Bank shall
     include all material details regarding the
     Prohibited Transaction or fine, penalty, tax, or
     assessment.  

          5.4  Principal Banking Relationship. 
     Borrowers shall maintain their principal banking
     relationships, including but not limited to their
     primary Deposit Accounts, with the Bank.

          5.5  Revolving Line of Credit.  Borrowers
     shall not permit their aggregate Obligations to
     Bank pursuant to  Section 2.1 hereof at any time
     to exceed the lesser of (1) the Borrowing Base as
     shown on the most recent Borrowing Base
     Certificate  or (2) the Borrowers' currently
     approved revolving line of credit.

          5.6  Use of Proceeds.  Borrowers shall use
     the proceeds of the Term Loan and any and all
     Advances solely to (a) refinance existing
     Indebtedness, (b) for working capital purposes and
     (c) to fund Acquisitions as permitted by Section
     5.24 of this Agreement.  

          5.7  Redemption of Capital Stock.  In no
     event shall any of the Borrowers at any time any
     amounts are outstanding hereunder, without the
     prior written consent of the Bank or except
     pursuant to a transaction contemplated by the
     Borrowers' 1993 and 1994 Employee Stock Option
     Plans, purchase, acquire, redeem or retire any of
     the capital stock of a Borrower. 

          5.8  Taxes and Assessments.  Borrowers shall
     promptly pay and discharge when due, all taxes,
     assessments, and governmental charges of every
     kind and nature that have been lawfully levied,
     assessed, or imposed upon Borrowers, their
     properties including the use thereof, or any of
     the Obligations, which, if unpaid, would become
     liens against its assets including, without
     limitation, all sums due and owing any taxing
     authority for income and other taxes withheld from
     the wages and salaries of its employees, except to
     the extent any Borrower is reasonably contesting
     in good faith any such tax, assessment, or charge
     with an adequate reserve provided therefor.

          5.9  Inspection.  Borrowers shall at all
     reasonable times, upon notice, allow Bank by or
     through any of their officers, agents, employees,
     attorneys, or accountants to (1) examine, inspect,
     and make extracts from the Borrowers' books and
     other records, including, without limitation, the
     tax returns of Borrowers, (2) arrange for
     verification of Borrowers' Accounts Receivable,
     under reasonable procedures, directly with Account
     Debtors or by other methods, and (3) examine and
     inspect Borrowers' Equipment wherever located. 
     Except to the extent resulting in a delay or
     interference in the exercise of the Bank's rights
     hereunder, Borrowers may at their own cost
     accompany Bank in any examination or inspection of
     Borrowers' facilities.

          5.10  Additional Information.  Borrowers
     shall promptly furnish to Bank upon request (1)
     additional statements and information with respect
     to the Collateral, and all writings and
     information relating to or evidencing any of
     Borrowers' Accounts Receivable (including, without
     limitation, computer printouts or typewritten
     reports listing the mailing addresses of all
     present Account Debtors), and (2) any other
     writings and information as Bank may request.

          5.11  Perfection of Security Interests.  The
     Borrowers hereby authorize Bank, and appoint Bank
     as their attorney-in-fact, to sign on behalf of
     Borrowers and file in such office or offices as
     Bank deems necessary or desirable such financing
     and continuation statements and amendments thereof
     or supplements thereto, and such other deeds,
     assurances, mortgages, instruments and documents
     as Bank may from time to time require to perfect,
     preserve and protect the security interests
     granted herein including but not limited to any
     assignments, lien notations or other instruments,
     agreements or documents to perfect, preserve and
     protect the security interest of the Bank in
     Collateral.  Borrowers shall, upon demand, furnish
     to Bank such further information and shall execute
     and deliver to Bank such financing statements,
     mortgages and other documents and shall pay any
     and all filing fees and costs with respect thereto
     and shall do all such acts as Bank may at any time
     or from time to time reasonably request to
     establish and maintain perfected security
     interests in the Collateral. 

          5.12  Related Expenses.  Borrowers hereby
     authorize Bank or Bank's designated agent (but
     without obligation by Bank to do so) to incur
     Related Expenses, and Borrowers shall promptly
     repay, reimburse, and indemnify Bank for any and
     all Related Expenses.  Bank may, at its option,
     upon notice, debit Related Expenses directly to
     the Loan Account if such Related Expenses remain
     unpaid for a period of thirty (30) days or more.

          5.13  United States or Department or Agency
     as Account Debtor.  Borrower shall, if any of
     Borrowers' Accounts Receivable arise out of
     contracts with or orders from the United States or
     any of its departments, agencies, or
     instrumentalities, immediately notify Bank in
     writing of same and shall execute any writing or
     take any action required by Bank with reference to
     the Federal Assignment of Claims Act.

          5.14  Other Indebtedness.  Borrowers shall
     not, without the prior written consent of Bank,
     borrow any money or, directly or indirectly,
     create, incur, assume, guarantee, or otherwise
     become or remain liable with respect to any
     Indebtedness for borrowed money or advances other
     than (1) Borrowers' Obligations, (2) trade
     accounts payable in the ordinary course of
     business, (3) Indebtedness for the purchase price
     of real or personal property, which is secured
     only by a mortgage or lien on the property
     purchased provided that such Indebtedness does not
     exceed Two Hundred Fifty Thousand Dollars
     ($250,000) in the aggregate, (4) other
     Indebtedness which does not exceed at any time
     Fifty Thousand Dollars ($50,000) in the aggregate
     and (5) Subordinated Debt related to an
     Acquisition permitted by Section 5.24 of this
     Agreement.

          5.15  Loans and Investments.  Borrowers shall
     not, without the prior written consent of Bank,
     loan any money to or guarantee or assume any
     obligation of any other Person, or purchase any
     evidence of indebtedness or securities (including
     stock) other than direct obligations of the United
     States of America or any agency thereof, banker's
     acceptances, and certificates of deposit issued by
     any commercial bank in the United States of
     America.  Further, Borrowers shall not make loans
     or advances except as expressly permitted herein,
     except that Borrowers may endorse checks, drafts,
     and similar instruments for deposit or collection
     in the ordinary course of business.

          5.16  Loans and Advances to Officers and
     Employees.  Without the prior written consent of
     the Bank, Borrowers shall make no loans or
     advances to their officers or other employees
     other than (i) those for reasonable and necessary
     work-related travel, (ii) those made to temporary
     employees in accordance with current established
     business practices, (iii) those made for other
     ordinary and necessary business expenses incurred
     by their officers and employees in connection with
     their work for the Borrowers, (iv) currently
     outstanding loans by Personnel Management, Inc. to
     Don R. Taylor (including current and future
     capitalized interest thereon) in the amount of
     approximately $508,148 and (v) earnout payments to
     current officers or other employees of the
     Borrowers related to a prior Acquisition to which
     one of the Borrowers were a party.

          5.17  Transactions with Affiliates.   Except
     as provided in this Section 5.17, no Borrower
     shall, without the prior written consent of the
     Bank, engage in any transaction with any Affiliate
     other than another Borrower, unless:

          (i)  such transaction is at arms length and
     on terms that are at least as favorable to the
     Borrower as those prevailing at the time for
     comparable transactions with nonaffiliated
     Persons,

          (ii)  such transaction does not require
     Borrower to make payments, advances or loans to
     any Affiliate in an amount exceeding $50,000, and

          (iii)  Borrower will receive no less than
     fair market value for any assets or services
     transferred or provided.

     The foregoing limitations on Affiliate
     transactions shall not, however, apply to any
     agreement between a Borrower and JBD Real Estate,
     Inc. ("JBD") in connection with a Borrower's lease
     of commercial real estate from JBD, provided that
     such lease contains commercially reasonable terms
     and lease payments reflect the current market
     value for the commercial property being leased.

          5.18  Sale/Leaseback Transactions.  Borrowers
     shall not, without the prior written consent of
     Bank, enter into any sale and leaseback
     transaction or arrangement with any other Person
     with respect to any of the assets of the Borrowers
     (however, this shall not limit performance under
     any lease contract existing on the date hereof and
     disclosed in writing by Borrower to Bank).

          5.19  Maintenance, Use and Insurance of
     Equipment

          (a)  Maintenance and Use of Equipment. 
     Borrowers shall keep their Equipment (other than
     vehicles) in good working order and repair, shall
     not waste or destroy its Equipment (other than
     vehicles), and shall not without the prior written
     consent of Bank sell, lease, transfer, assign,
     encumber, retire or otherwise dispose of its,
     Equipment (other than vehicles) or other property
     (including without limitation other Collateral)
     other than in the ordinary course of business;
     provided, however, that a sale or lease in the
     ordinary course of business does not include a
     transfer in partial or total satisfaction of a
     debt, except for transfers in satisfaction of
     partial or total purchase money prepayments by a
     buyer in the ordinary course of the Borrowers'
     businesses.  

          (b)  Insurance.  Borrowers shall obtain, and
     at all times maintain, insurance upon all of their
     assets, including without limitation the
     Collateral, insuring the full replacement value of
     such assets, in such form, written by such
     companies, for such period, and against such risks
     as may be reasonably acceptable to Bank, with
     provisions satisfactory to Bank for payment of all
     losses thereunder to the Bank and the Borrowers as
     their interests may appear (loss payable
     endorsement in favor of Bank), and, if required by
     Bank, Borrowers will deposit the policies with
     Bank.  Any such policies of insurance shall
     provide for no less than ten (10) days prior
     written cancellation notice to Bank.  Any sums
     received by Bank in payment of insurance losses,
     returns, or unearned premiums under the policies
     may, following an Event of Default and at the
     option of Bank, be applied upon any Obligation
     whether or not the same is then due and payable,
     or may be delivered to Borrower for the purpose of
     replacing, repairing, or restoring its Equipment. 
     Effective upon an Event of Default, (i) Borrower
     hereby assigns to Bank any return or unearned
     premium which may be due upon cancellation of any
     such policies for any reason and directs the
     insurers to pay Bank any amount so due, and (ii)
     Bank or Bank's designated agent, is hereby
     constituted and appointed Borrower's attorney-in-
     fact to (either in the name of a Borrower(s) or in
     the name of the Bank), make adjustments of all
     insurance losses, sign all applications, receipts,
     releases, and other papers necessary for the
     collection of any such loss, and any return or
     unearned premium, execute proof of loss, make
     settlements, and endorse and collect all
     Instruments payable to a Borrower(s) or issued in
     connection therewith.  Notwithstanding any action
     by Bank hereunder, any and all risk of loss or
     damage to Borrowers' Equipment to the extent of
     any and all deficiencies in the effective
     insurance coverage thereof is hereby expressly
     assumed by the Borrowers.  Borrowers shall provide
     to Bank such written evidence of the Borrowers'
     compliance with the requirements of this paragraph
     as the Bank may reasonably request.

          5.20  Existence; Business; and Management. 
     Borrowers shall (a) maintain their corporate and
     partnership existence, (b) engage primarily in
     business of the same general character as that now
     conducted, and (c) refrain from entering into any
     lines of business substantially different from the
     business or activities in which the Borrowers are
     presently engaged.

          5.21  Mortgages, Security Interests and
     Liens.  Borrowers shall not, so long as any
     Borrower has any Obligations to Bank, without the
     prior written consent of Bank, mortgage, pledge,
     grant a security interest in or otherwise
     voluntarily place or permit to be placed any lien,
     encumbrance or claim of any type upon any real
     estate or property of the Borrowers, including
     without limitation the Collateral except in
     connection with Permitted Encumbrances or as
     permitted by Section 5.13.

          5.22  Landlord Agreements.  The Bank may
     require a Borrower to use its best efforts to
     provide to the Bank within sixty (60) days of a
     request therefor, estoppel agreements in form and
     substance satisfactory to the Bank, by and between
     the respective Borrowers and each Person who is a
     party to a lease of real property to which a
     Borrower is a party.

          5.23  Fixtures.  Borrowers will not, through
     any purposeful act, permit any item of Equipment
     to become a fixture to real estate or accession to
     other property and the Equipment is now and at all
     times will remain and be personal property.  If
     any of the Collateral is or may become a fixture,
     Borrower will obtain from all Persons with an
     interest in the relevant real estate such waivers
     or subordinations as Bank may reasonably require.

          5.24  Acquisitions and Joint Ventures.  So
     long as any amounts are outstanding hereunder, no
     Borrower shall, without the prior written consent
     of the Bank, engage in or become a party to any
     transaction or agreement involving an Acquisition. 
     Notwithstanding the foregoing, however, the
     Borrowers may engage in or become a party to a
     transaction or agreement involving an Acquisition
     without the prior written consent of the Bank
     provided that (a) no Event of Default has occurred
     and is continuing hereunder, (b) the proposed
     Acquisition will not cause an Event of Default
     hereunder, and either (c)(i) the proposed
     Acquisition is structured as a purchase of the
     assets of the Company being acquired in the
     Acquisition (the "Target"), (ii) no liabilities of
     the Target (either direct or contingent) are being
     assumed by a Borrower in connection with the
     Acquisition and (iii) the consideration paid by
     the Borrower for the assets of the Target consists
     solely of the shares of common stock or other
     equity securities issued by a Borrower, or (d)(i)
     the Target has a Target-EBITDA for the applicable
     twelve (12) month period preceding the closing
     date of the Acquisition of not less than six and
     one-half percent (6.5%) of the Target's sales for
     the same twelve (12) month period and (ii) the
     purchase price paid by the Borrower for the Target
     in the Acquisition does not exceed six (6) times
     Target-EBITDA.  For purposes of this Section 5.24
     "Target-EBITDA" shall mean after-tax net income of
     the Target for designated twelve (12) month
     period, plus interest charges, income taxes of the
     Target and depreciation and amortization expense
     of the Target for such period to the extent
     deducted in determining such net income, plus
     salaries for officers of the Target that are not
     projected to be paid to such officers following
     the Acquisition, all as determined in accordance
     with generally accepted accounting principles. 
     Prior to the consummation of any such Acquisition
     the Borrower shall provide written notice to the
     Bank describing the transaction and/or agreement,
     which notice shall include pro forma financial
     information concerning the Acquisition
     demonstrating continued compliance by the
     Borrowers with the financial covenants contained
     herein and such other information which the Bank
     may reasonably request.

          5.25  Borrowers' Location and Location of
     Collateral.  Borrowers shall promptly provide Bank
     with prior written notification of: 

          (a)  any change in any location where
     Collateral or other property of a Borrower is
     maintained, and any new locations where
     Collateral, or other property of a Borrower is to
     be maintained,

          (b)  any change in the location of the office
     where the Borrowers' records pertaining to the
     Collateral, including but not limited to its
     Accounts and Contract Rights, are kept,

          (c)  the location of any new places of
     business and the changing, creating or closing of
     any of its existing places of business,

          (d)  any change in any Borrowers' name, and

          (e)  any change in any Borrowers' Location.

          5.26  Compliance with Laws.  Borrowers shall
     not use any Collateral in violation of any
     applicable statute, ordinance, or regulation, and
     shall in the conduct of their businesses comply in
     all material respects with all applicable laws,
     rules, regulations and orders of all governmental
     authorities, whether federal, state, local, or
     foreign, including but not limited to
     Environmental Laws and health and safety laws,
     regulations, ordinances and rules, except to the
     extent that any non-compliance will not, in the
     aggregate, have a materially adverse effect on any
     Borrower or the ability of any Borrower to fulfill
     its obligations under this Agreement or the Note.

          5.27  Cash Flow Coverage Ratio.  Borrowers
     shall maintain a minimum Cash Flow Coverage Ratio
     of 1.25 to 1.0 at all times hereafter.  The Cash
     Flow Coverage Ratio shall be calculated on a
     quarterly basis corresponding to the fiscal
     quarters of the Borrowers, using a twelve (12)
     month rolling cash flow.

          5.28  Minimum Tangible Net Worth.  Borrowers
     shall maintain a minimum Tangible Net Worth,
     tested on a quarterly basis corresponding to the
     fiscal quarters of the Borrowers, of not less than
     (a) One Million Dollars ($1,000,000) or (b) in the
     event that any Borrower is party to an Acquisition
     occurring after the Closing Date, an amount equal
     to the sum of (i) One Dollar ($1) plus (ii) fifty
     percent (50%) of Net Income for the Borrowers'
     fiscal year-ending October 31, 1997 plus (iii)
     fifty percent (50%) of the aggregate Net Income
     for each of complete fiscal quarter of the
     Borrower occurring after its fiscal year-ending
     October 31, 1997.

          5.29  Maximum Funded Senior Indebtedness to
     EBITDA Ratio.  Borrowers' Maximum Funded Senior
     Indebtedness to EBITDA Ratio, tested as of the end
     of each of the Borrowers' fiscal quarters (for the
     immediately preceding twelve (12) month period)
     occurring during the period commencing after the
     Closing Date and prior to October 31, 1997 shall
     not be greater than 2.50 to 1.0; provided,
     however, that in the event that any Borrower is a
     party to an Acquisition during such period and the
     Acquisition occurs during an applicable twelve
     (12) month period the Borrowers' Maximum Funded
     Senior Indebtedness to EBITDA tested at the end of
     such fiscal quarter shall not be greater than 3.50
     to 1.0.  Regardless of whether an Acquisition has
     or has not occurred, the Borrower's Maximum Funded
     Senior Indebtedness to EBITDA Ratio tested as of
     the end of each of the Borrowers' fiscal quarters
     occurring on or after October 31, 1997 and prior
     to April 30, 1998 shall  not be greater than 3.50
     to 1.0 for the respective immediately preceding
     twelve (12) month periods.  The Borrower's Maximum
     Funded Senior Indebtedness to EBITDA Ratio as of
     the end of each of the Borrowers' fiscal quarters
     occurring on or after April 30, 1998 and prior to
     October 31, 1998 may not be greater than 3.25 to
     1.0 for the respective immediately preceding
     twelve (12) month periods.  The Borrower's Maximum
     Funded Senior Indebtedness to EBITDA Ratio as of
     the end of each of the Borrowers' fiscal quarters
     occurring on or after October 31, 1998 and
     thereafter may not be greater than 2.75 to 1.0 for
     the respective immediately preceding twelve (12)
     month periods.   

     VI.  EVENTS OF DEFAULT

          6.1  Events of Default.  The occurrence of
     any one or more of the following shall constitute
     an Event of Default under this agreement:

          (a)  Failure of the Borrowers to promptly pay
     within fifteen (15) days of when due, whether upon
     demand, at maturity, by acceleration, or
     otherwise, any principal or interest on any of the
     Obligations, whether under this Agreement or
     otherwise, or to promptly pay or perform when due
     any other monetary Obligation, whether under this
     Agreement or otherwise;

          (b)  Failure of the Borrowers to observe or
     perform any covenant, condition or agreement
     contained in this Agreement or any other agreement
     of a Borrower in favor of Bank, or any other
     Obligation, and the failure to observe or perform
     such covenant, condition or agreement remains
     unremedied for a period of thirty (30) days.

          (c)  Failure of the Borrowers, subject to the
     expiration of any applicable grace period, to
     promptly pay, perform, or observe when due,
     whether upon demand, at maturity, by acceleration,
     or otherwise, (or any event which either results
     in or would result in (but for waiver by the
     holder(s) or trustee(s) thereof) the acceleration
     of the maturity of), any or all of the
     indebtedness, obligations, liabilities, contracts,
     indentures, and agreements (including, without
     limitation, any and all warranties, covenants,
     guaranties, provisions, terms, and conditions set
     forth or contained therein) of whatever kind and
     however evidenced, owed, incurred, or executed by
     a Borrower to, in favor of, or with any and all
     other Persons, and including any partial or total
     extension, renewal, amendment, restatement, and
     substitution thereof or therefor, if a default or
     acceleration thereunder would have a material
     adverse affect on a Borrower or the Bank's
     exposure under the credit facilities provided to
     the Borrowers hereunder; 

          (d)  Any warranty, representation, or
     statement made or furnished to Bank in connection
     with the Agreement or any other writing evidencing
     or given as security for any of  the Obligations
     by or on behalf of a Borrower proves to have been
     false in any material respect when made,
     furnished, or reaffirmed;

          (e)  Bank shall deem itself insecure in good
     faith believing that the prospect of payment,
     performance, or observance of any of the
     Obligations herein secured is impaired;

          (f)  To the extent not fully insured, the
     loss, damage, theft, destruction, levy, seizure,
     or attachment to, of, or upon any of the
     Collateral in excess of $250,000, including any
     attempt to accomplish the foregoing;

          (g)  A final judgment is entered against the
     Borrower enjoining the conduct of any material
     part of any Borrower's business or requiring the
     payment of money in excess of $250,000, which
     judgment remains undischarged for ninety (90) days
     during which execution is not effectively stayed;

          (h)  If any of the following events occur: 
     (a) any Plan incurs any "accumulated funding
     deficiency" (as such term is defined in ERISA),
     unless expressly waived by Bank, (b) a Borrower or
     any ERISA Affiliate engages in any Prohibited
     Transaction, (c) any Plan is terminated, (d) a
     trustee is appointed by an appropriate United
     States district court to administer any Plan, or
     (e) the PBGC institutes proceedings to terminate
     any Plan or to appoint a trustee to administer any
     Plan; or

          (i)  Financial Impairment of any Borrower.

          6.2  Rights of Acceleration and Termination. 
     If there shall occur any Event of Default set
     forth in (a) through (h) above, Bank, by written
     notice to the Borrowers, may (1) declare the
     unpaid principal of and accrued interest on all
     Obligations to be immediately due and payable and
     (2) immediately terminate Bank's commitment to
     make further Advances under the Agreement,
     whereupon Obligations shall become and be
     forthwith due and payable, and such commitment
     shall be terminated, without any further notice,
     presentment, or demand of any kind, all of which
     are hereby expressly waived by the Borrowers. If
     there shall occur any Event of Default set forth
     in (i) above, all Obligations shall automatically
     become and be immediately due and payable, and
     Bank's commitment to make further Advances shall
     automatically be terminated, without notice,
     presentment, or demand of any kind, all of which
     are hereby expressly waived by the Borrowers.  The
     termination of this Agreement will not affect any
     rights of the parties or any obligation of the
     parties to the other, arising prior to the
     effective date of such termination, and the
     provisions hereof shall continue to be fully
     operative until all transactions entered into,
     rights created or obligations incurred prior to
     such termination have been fully disposed of,
     concluded or liquidated.  The security interest
     granted to the Bank in the Collateral pursuant to
     this Agreement will continue in full force and
     effect, notwithstanding the termination of this
     Agreement, until all of the obligations of the
     Borrowers to the Bank have been paid in full.

     VII. RIGHTS AND REMEDIES OF BANK 

          7.1  Remedies: Generally.  Upon the
     occurrence of any such Event of Default and during
     the continuation thereof, Bank shall have the
     rights and remedies of a secured party under the
     applicable Uniform Commercial Code in addition to
     the rights and remedies of a secured party
     provided elsewhere within the Agreement or in any
     other writing executed by a Borrower, or otherwise
     provided at law or in equity.  Bank will give the
     Borrowers reasonable notice of the time and place
     of any public sale of the Collateral or of the
     time after which any private sale or other
     intended disposition thereof is to be made.  The
     requirement of reasonable notice shall be met if
     such notice is mailed (deposited for delivery,
     postage prepaid, by U.S. mail) to the Borrowers'
     addresses in Section 9.4 (as modified by any
     change therein which a Borrower has supplied in
     writing to Bank), at least ten (10) days before
     the time of the public sale or the time after
     which any private sale or other intended
     disposition thereof is to be made.  At any such
     public or private sale, Bank may purchase the
     Collateral.  After deduction for Bank's Related
     Expenses, the residue of any such sale or other
     disposition shall be applied in satisfaction of
     the Obligations in such order of preference as
     Bank may determine.  Any excess, to the extent
     permitted by law, shall be paid to Borrowers, and
     Borrowers shall remain liable for any deficiency. 

          7.2  Remedies: Collection of Accounts
     Receivable, Instruments, Chattel Paper and
     Documents

          (a)  Accounts Receivable.  Borrowers hereby
     constitute and appoint Bank, or Bank's designated
     agent, as the Borrowers' attorney-in-fact to
     exercise, at any time following the occurrence of
     an Event of Default and during the continuation
     thereof, all or any of the following powers which,
     being coupled with an interest, shall be
     irrevocable until the complete and full payment,
     performance, and observance of all Obligations: 

          (i)  to receive, retain, acquire, take,
     endorse, assign, deliver, accept, and deposit, in
     the Bank's name or any Borrower's name, any and
     all of any Borrower's cash, Instruments, Chattel
     Paper, Documents, Proceeds of Accounts Receivable,
     collection of Accounts Receivable, and any other
     writings relating to any of the Collateral;

          (ii)  to transmit to Account Debtors, on any
     or all of any Borrower's Accounts Receivable,
     notice of assignment to Bank thereof and Bank's
     security interest therein and to request from such
     Persons at any time, in the Bank's name or in a
     Borrower's name, information concerning the
     Accounts Receivable and the amounts owing thereon;

          (iii)  to notify and require Account Debtors
     on any Borrower's Accounts Receivable to make
     payment of their indebtedness directly to Bank;

          (iv)  to take or bring, in Bank's name or a
     Borrower's name, all steps, actions, suits, or
     proceedings deemed by Bank necessary or desirable
     to effect the receipt, enforcement, and collection
     of the Collateral; and

          (v)  to accept all collections in any form
     relating to the Collateral, including remittances
     which may reflect deductions, and to deposit the
     same, into an account in the name of any of the
     Borrowers at the Bank or, at the option of Bank,
     to apply them as a payment against the Loan
     Account. 

          (b)  Instruments, Chattel Paper and
     Documents.  Following the occurrence of an Event
     of Default and during the continuation thereof,
     Borrowers shall, immediately upon being directed
     to do so by the Bank, daily deliver, or cause to
     be delivered to the Bank all of the Borrowers'
     Instruments, Chattel Paper, and Documents,
     appropriately endorsed to Bank's order, without
     limitation or qualification.  Borrowers hereby
     constitute and appoint Bank, or Bank's designated
     agent,  Borrowers' attorney-in-fact with authority
     and power to endorse any and all Instruments,
     Documents and Chattel Paper upon any Borrower's
     failure to do so, effective following the
     occurrence of an Event of Default and during the
     continuation thereof.  Such authority and power
     being coupled with an interest, shall be (i)
     irrevocable until all obligations are paid,
     performed, and observed in full, (ii) exercisable
     by Bank at any time and without any request upon
     any Borrower by Bank to so endorse, and (iii)
     exercisable in Bank's name or any Borrower's name. 
     Borrowers hereby waive presentment, demand, notice
     of dishonor, protest, notice of protest, and any
     and all other similar notices with respect
     thereto, regardless of the form of any endorsement
     thereof.  Bank shall not be bound or obligated to
     take any action to preserve any rights therein
     against prior parties thereto.

          7.3  Set-Off.  Bank has the right upon an
     Event of Default, upon notice to any Borrower and
     in addition to all other rights and remedies
     available to it, to set off at any time all or any
     part of the unpaid balance of the Loan Account and
     any other Obligations against any indebtedness or
     obligations owing to any Borrower by Bank
     including, without limitation, all Cash Security.

          7.4  Appraisals Following Default.  In
     addition, upon the occurrence of any such Event of
     Default and at any time thereafter, Bank shall
     have the right to obtain appraisals of all or any
     of the Borrowers or the Collateral, the cost of
     which shall be paid by the Borrowers.

          7.5  No Remedy Exclusive.  No remedy set
     forth herein is exclusive of any other available
     remedy or remedies, but each is cumulative and in
     addition to every other remedy available under
     this Agreement, or as may be now or hereafter
     existing at law, in equity or by statute. 
     Borrowers hereby waive any requirement of
     marshalling assets which secure the Borrowers'
     Obligations to Bank.

     VIII.     CONDITIONS PRECEDENT

          8.1  Conditions to Advances.  The obligation
     of Bank to make any Advance to Borrowers now or
     after the date of the Agreement shall be subject
     to the conditions precedent that on or before the
     date of such Advance:

          (a)  Borrowers shall have executed and
     delivered to Bank the Master Promissory Note;  

          (b)  Borrowers shall have paid all fees,
     costs, expenses, and taxes then payable by
     Borrowers pursuant to Section II of the Agreement;

          (c)  The representations and warranties
     contained in Section IV of the Agreement and in
     each document, instrument, agreement, and
     certificate delivered to Bank by Borrowers
     pursuant to the Agreement shall be true and
     correct on and as of such date as if made on and
     as of such date, with only such exceptions as are
     not material (as established to Bank's
     satisfaction) to the Borrowers, their businesses
     or properties, or to the Bank's exposure with
     respect to the Obligations; no Event of Default or
     event or condition that, with the serving of
     notice or the lapse of time or both, would
     constitute an Event of Default shall have occurred
     and be continuing or would result from the making
     of such Advance; and Bank shall have received, if
     requested by Bank, a certificate of a duly
     authorized officer of the Borrowers, dated as of
     the date of such Advance, confirming the
     conditions set forth in this subsection (in the
     absence of Bank's request for such a certificate,
     Borrowers' borrowing of the Advance shall itself
     constitute a representation to Bank confirming the
     conditions set forth in this subsection);

          (d)  The making of such Advance shall not
     contravene any law, rule or regulation applicable
     to Bank or to the Borrowers;

          (e)  Not later than 2:00 p.m., Indianapolis
     time, on such date, Bank shall have received, in
     writing, by facsimile or actual delivery, a
     request by a Borrower to Bank for an Advance in
     the requested amount and shall have received from
     the Borrowers a Borrowing Base Certificate for the
     most recently ended fiscal quarter of the
     Borrowers; 

          (f)  Bank shall have received such other
     approvals, opinions, appraisals, or documents as
     it may reasonably request.

          8.2  Conditions to Closing.  In addition to
     the conditions set forth in Section 8.1 above
     concerning Advances, the following are conditions
     precedent to the Bank's obligations to the
     Borrowers under this Agreement:

          (a)  Borrowers shall have delivered to Bank
     an opinion of counsel dated as of the date of this
     Agreement substantially in the form attached
     hereto as Exhibit D;

          (b)  Bank shall have received a Borrowing
     Base Certificate from the Borrowers reflecting the
     most recently available financial information
     available to the Borrowers;

          (c)  Bank shall have received Closing
     Certificates from each of the Borrowers, all dated
     the Closing Date, certifying the incumbency of the
     respective officers and directors of the
     Borrowers, the adoption of appropriate resolutions
     and such other matters as Bank may reasonably
     require, in form and substance satisfactory to
     Bank;

          (d)  Bank shall have received from the
     Borrowers evidence in such form as Bank may
     reasonably require that the Borrowers have
     insurance policies in place as required by Section
     5.18(b) of this Agreement;  

          (e)  Such other instruments, documents and
     opinions as Bank shall reasonably require to
     evidence and secure the Obligations and to comply
     with the provisions hereof and the requirements of
     regulatory authorities to which Bank is subject,
     all of which, shall be satisfactory in form,
     content and substance to Bank; and

          (f)  Bank shall have received such other
     approvals, opinions, appraisals, or documents as
     it may reasonably request.

     IX.  GENERAL

          9.1  Joint and Several Liability; Agent

          (a)  The obligations and liabilities of the
     Borrowers under this Agreement and the Notes shall
     be joint and several in all respects whatsoever. 
     Whenever the term "Borrowers" is used in this
     Agreement or the Notes, it shall mean each
     individual Borrower and all Borrowers jointly and
     severally.

          (b)  Bank may deal with each Borrower as if
     it were the sole obligor, without impairing in any
     way, the liability of the other Borrowers. 
     Without limiting the generality of that right,
     Bank may in particular release or fail to perfect
     its interest in any Collateral of any Borrower,
     waive Events of Default by any Borrower, or extend
     or compromise the liability of any Borrower,
     without the consent of any other Borrower.

          (c)  Borrowers represent that they have
     carefully considered the alternatives to and the
     legal consequences of incurring joint and several
     liability for the Obligations and have determined
     that by such arrangement they are able to obtain
     financing on terms more favorable than otherwise
     and that under a joint and several loan facility,
     they will each realize substantial interest
     savings over alternative financing arrangements.

          (d)  Personnel Management, Inc., PMI
     Administration, Inc., PMI LP I, and PMI LP II each
     hereby irrevocably appoint Personnel Management,
     Inc. as its agent to deal with Bank on its behalf
     in all respects in connection with the Agreement
     and the transactions contemplated herein,
     including requests for Advances and review and
     approval of statements of account.  Each Borrower
     agrees to be bound by all actions of Personnel
     Management, Inc. in all such respects.

          9.2  Illegality and Invalidity.  If any
     provision, term, or portion, of the Agreement,
     (including, without limitation, (1) any
     indebtedness, obligation, liability, contract,
     agreement, indenture, warranty, covenant,
     guaranty, representation, or condition of the
     Agreement made, assumed, or entered into, (2) any
     act or action taken under the Agreement, or (3)
     any application of the Agreement) is for any
     reason held to be illegal or invalid, such
     illegality or invalidity shall not affect any
     other such provision, term, or portion of the
     Agreement, each of which shall be construed and
     enforced as if such illegal or invalid provision,
     term, or portion were not contained in the
     Agreement.  Any illegality or invalidity of any
     application of the Agreement shall not affect any
     legal and valid application of the Agreement, and
     each provision, term, and portion of the Agreement
     shall be deemed to be effective, operative, made,
     entered into, or taken in the manner and to the
     full extent permitted by law. 

          9.3  Absence of Waiver.  Bank shall not be
     deemed to have waived any of Bank's rights under
     the Agreement or under any other agreement,
     instrument, or document executed by Borrowers,
     unless such waiver be in writing and signed by
     Bank.  No delay or omission on part of Bank in
     exercising any right shall operate as a waiver of
     such right or any other right.   A waiver on any
     one occasion shall not be construed as a bar to or
     waiver of any right or remedy on any future
     occasion.  All Bank's rights and remedies, whether
     evidenced by the Agreement or by any other
     agreement, instrument, or document shall be
     cumulative and may be exercised singularly or
     concurrently.  Any determination by Bank as to the
     nonmateriality of an exception or event for any
     purpose under this Agreement in any instance shall
     be treated in the same manner as a waiver under
     this Section 9.2 and accordingly shall not
     constitute a determination as to nonmateriality
     for any other purpose or in any other instance. 
     If at any time or times, by assignment or
     otherwise, Bank transfers any of the Obligations
     or any part of the Collateral to another person,
     such transfer shall carry with it Bank's powers
     and rights under this Agreement with respect to
     the Obligation or Collateral so transferred and
     the transferee shall have said powers and rights,
     whether or not they are specifically referred to
     in the transfer.  To the extent that Bank retains
     any other of the Obligations or any part of the
     Collateral, Bank will continue to have the rights
     and powers with respect to the Obligations and the
     Collateral as set forth in the Agreement. 

          9.4  Notices.  All written notices, requests,
     or other communications herein provided for must
     be addressed:
     To Borrowers as follows:

               Personnel Management, Inc.
               PMI Administration, Inc.
               PMI I LP
               PMI II LP
               1499 Windhorst Way, Suite 100 
               Greenwood, Indiana 46143 
               Attn:  Robert Millard, Vice President 

     To the Bank as follows:

               KeyBank National Association
               10 West Market Street
               Indianapolis, Indiana  46204
               Attn:  Joseph H. Rohs, Vice President

     or at such other address as either party may
     designated to the other in writing in accordance
     with this Section 9.4.  Such communication will be
     effective (i) if given by mail, 72 hours after
     such communication is deposited in the U.S. mail
     certified mail return receipt requested, or (ii)
     if given by other means, when delivered at the
     address specified in this Section 9.4.

          9.5  Governing Law.  This Agreement and the
     Notes will be governed by the domestic laws of the
     State of Indiana.  Borrowers agree that the state
     and federal courts in Marion County, Indiana, or
     any other court in which Bank initiates
     proceedings have exclusive jurisdiction over all
     matters arising out of this Agreement, and that
     service of process in any such proceeding will be
     effective if mailed to Borrowers at the address
     described in Section 9.4 of this Agreement.

          9.6  Termination.  Borrowers may terminate
     the Agreement by giving Bank not less than thirty
     (30) days prior written notice of termination and
     by paying, performing, and observing in full all
     Obligations, on or before such termination date. 
     Notwithstanding the termination of the revolving
     line of credit hereunder, the Agreement and the
     security interest in the Collateral shall continue
     in full force and effect after such termination
     until all Obligations of all Borrowers to the Bank
     have been paid, performed, and observed in full. 

          9.7  Construction of Certain Provisions.  In
     the Agreement unless the context otherwise
     requires, words in the singular number include the
     plural, and in the plural number include the
     singular. 

          9.8  Indemnification.  If after receipt of
     any payment of all or part of the Obligations,
     Bank is for any reason compelled to surrender such
     payment to any person or entity, because such
     payment is determined to be void or voidable as a
     preference, impermissible setoff, or diversion of
     trust funds, or for any other reason, this
     Agreement will continue in full force and effect
     and each Borrower will be liable to, and will
     indemnify, save and hold Bank, its officers,
     directors, attorneys, and employees harmless of
     and from the amount of such payment surrendered. 
     The provisions of this Section 9.8 will be and
     remain effective notwithstanding any contrary
     action which may have been taken by Bank in
     reliance on such payment, and any such contrary
     action so taken will be without prejudice to
     Bank's rights under this Agreement and will be
     deemed to have been conditioned upon such payment
     becoming final, indefeasible and irrevocable.  In
     addition, Borrowers will indemnify, defend, save
     and hold Bank, its officers, directors, attorneys,
     and employees harmless, of, from and against all
     claims, demands, liabilities, judgments, losses,
     damages, costs and expenses, joint or several
     (including all accounting fees and attorneys' fees
     reasonably incurred), that Bank or any such
     indemnified party may occur arising out of this
     Agreement or caused by any act or omission in
     connection with this Agreement whether by omission
     or commission, and regardless of whether based
     upon any error of judgment, mistake of law or fact
     negligence or strict liability, except for the
     willful misconduct or gross negligence on the part
     of the Bank, or its officers, agents, or
     employees.  The provisions of this Section will
     survive the termination of this Agreement.

          9.9  Completion of Documents.  Bank is hereby
     authorized to fill in all blank spaces in the
     Agreement, to correct patent errors in the
     Agreement, to complete or correct the description
     of the Collateral, and to date the Agreement. 

          9.10  Binding Effect.  This Agreement will be
     binding upon and inure to the benefit of the
     respective legal representatives, successors and
     assigns of the parties hereto; however, no
     Borrower may assign any of its rights or delegate
     any of its obligations hereunder.  Bank (and any
     subsequent assignee) may transfer and assign this
     Agreement or may assign partial interests or
     participation in the loans to other Persons. 

          9.11  Integration.  This Agreement, the Notes
     and other writings executed and delivered by the
     Borrowers to Bank in connection herewith integrate
     all the terms and conditions mentioned herein or
     incidental hereto and supersede all oral
     representations and negotiations and prior
     writings with respect to the subject matter
     hereof.

     IN WITNESS WHEREOF, the parties hereto have caused
the Agreement to be executed on the day and year first
above written.

               "BORROWER"     

               PERSONNEL MANAGEMENT, INC. 


               By:  /s/ Robert R. Millard              
                         Robert Millard, Vice President


               PMI ADMINISTRATION, INC.


               By:  /s/ Robert R. Millard
                    Robert Millard, Vice President
     

               PMI LP I


               BY:  PMI ADMINISTRATION, INC.
                    ITS GENERAL PARTNER


               By:  /s/ Robert R. Millard
                    Robert Millard, Vice President

               PMI LP II
                         
               BY:  PMI ADMINISTRATION, INC.
                    ITS GENERAL PARTNER


               By:  /s/ Robert R. Millard
                    Robert Millard, Vice President

               "BANK"

               KEYBANK NATIONAL ASSOCIATION


               By:  /s/ Joseph H. Rohs 
                    Joseph H. Rohs, Vice President




     SCHEDULE 4.4   Permitted Encumbrances

     SCHEDULE 4.5   Location/Collateral

     SCHEDULE 4.7   Intellectual Property

     SCHEDULE 4.9   Pending Litigation

     SCHEDULE 4.10  Environmental Proceedings

     SCHEDULE 4.11  Exceptions to Financial Statements

     SCHEDULE 4.14  Plans
                           
     SCHEDULE 4.16  Leases




     EXHIBIT A  Borrowers' Closing Certificates

     EXHIBIT B  Master Promissory Note

     EXHIBIT C  Term Note

     EXHIBIT D  Form of Borrower's Counsel Opinion

     EXHIBIT E  Borrowing Base Certificate




For Form of Exhibit A, see Items 4 through 7
For Form of Exhibit B, see Item 2
For Form of Exhibit C, see Item 3
For Form of Exhibit D, see Item 10
For Form of Exhibit E, see Item 9