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                                                                   Exhibit 10.62

                     REVOLVING LINE OF CREDIT LOAN AGREEMENT
                             AND SECURITY AGREEMENT

         THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT AND SECURITY AGREEMENT
("Agreement") is made as of February 13th, 2002, by and among OCM DIRECT, INC.,
a Delaware corporation; CAREPACKAGES, INC., a Delaware corporation; and
COLLEGIATE CARPETS, INC., a Maryland corporation, each having an address at c/o
OCM DIRECT, INC., 4630 Montgomery Avenue, Suite 600, Bethesda, Maryland 20814,
and Bank of America, N.A., a national banking corporation, having an address at
6610 Rockledge Drive, 3rd Floor, Bethesda, Maryland 20817.


                                    RECITALS

         A. The Borrower (as defined below) has applied to the Lender (as
defined below) for a revolving loan facility in the maximum principal amount of
Five Million and 00/100 Dollars ($5,000,000.00) to be used by the Borrower for
working capital.

         B. The Lender is willing to make the Revolving Loan on the terms and
conditions hereinafter set forth.


                                   AGREEMENTS

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Lender hereby
agree as follows:

         ARTICLE 1. DEFINITIONS.

         1.1 Defined Terms. Certain capitalized terms not otherwise defined
herein are used in this Agreement with the following meanings, unless the
context otherwise requires:

                  a.       "Account" means collectively and includes any of the
                           following, whether now owned or hereafter acquired by
                           the Borrower: all present and future rights to
                           payments for goods or other property sold, assigned,
                           leased or otherwise disposed of, or for services
                           rendered, whether or not earned by performance; all
                           present and future rights to payments arising out of
                           the licensing of computer hardware or software and
                           systems; all accounts, contract rights, chattel
                           paper, instruments and documents; proceeds of any
                           letter of credit of which the Borrower is a
                           beneficiary; all forms of obligations whatsoever owed
                           to the Borrower, together with all instruments and
                           documents of title representing any of the foregoing;
                           all rights in any returned or repossessed goods; all
                           rights, security and guaranties with respect to any
                           of the foregoing, including, without limitation, any
                           right of stoppage in transit; together with all
                           property
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                           included within the definitions of "accounts", and
                           "documents" as presently or hereafter defined in the
                           UCC.


                  b.       "Advance" means an advance of funds under the
                           Revolving Loan.

                  c.       "Affiliate" means, with respect to any specified
                           Person, any other Person which, directly or
                           indirectly, through one or more intermediaries,
                           controls or is controlled by, or is under common
                           control with, such specified Person. The term
                           "control" means the possession, directly or
                           indirectly, of the power to direct or cause the
                           direction of management and policies of a Person,
                           whether through ownership of common stock, by
                           contract, or otherwise.

                  d.       "Agreement" means this Revolving Line of Credit Loan
                           Agreement and Security Agreement as the same may be
                           amended, modified or supplemented from time to time.

                  e.       "Allowed Amount of Advances" means the aggregate
                           amount of all Advances of principal under the
                           Revolving Loan permitted to be outstanding at any
                           particular time under the Paragraph below titled
                           "Allowed Amount of Advances."

                  f.       "Borrower" shall refer to OCM Direct, Inc., a
                           Delaware corporation; Collegiate Carpets, Inc., a
                           Maryland corporation; and to CarePackages, Inc., a
                           Delaware corporation, and to each such Person or to
                           all of them, as the context may require, and the
                           representations and obligations hereunder of the
                           Persons comprised by the term "Borrower" shall be
                           joint and several. For purposes of testing compliance
                           with the financial covenants hereinafter, the
                           negative covenants hereinafter and the unused fee
                           provided hereinafter, financial information
                           concerning the Borrower shall mean financial
                           information for OCM Direct, Inc., and Collegiate
                           Carpets, Inc., and CarePackages, Inc. stated on a
                           consolidated and consolidating basis.

                  g.       "Borrowing Date" means the date on which an Advance
                           is made.

                  h.       "Business Day" means any day that is not a Saturday,
                           Sunday or banking holiday in the Commonwealth of
                           Virginia.

                  i.       "Capital Lease" means any lease which has been or
                           should be capitalized on the books of the lessee in
                           accordance with GAAP.

                  j.       "Cash Collateral Account" means an account to be
                           established by Lender in Borrower's name, with the
                           Lender, for the purpose of receiving


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                           Payments, which shall constitute part of the
                           Collateral unless and until disbursed to the Borrower
                           or applied for the Borrower's account in accordance
                           with this Agreement.

                  k.       "Chattel Paper" means collectively and includes all
                           of the following, whether now owned or hereafter
                           acquired by the Borrower: any writing or writings, or
                           record or records that evidence both a monetary
                           obligation and any one or more of the following: a
                           security interest in specific goods, a security
                           interest in specific goods and software used in the
                           goods, a security interest in specific goods and
                           license of software used in the goods, a lease of
                           specific goods, or a lease of specific goods and
                           license of software used in the goods, together with
                           all other such items which are included within the
                           definition of "chattel paper" as presently or
                           hereafter defined in the UCC.

                  l.       "Closing Date" means the date the transaction
                           actually closes.

                  m.       "Code" means the Internal Revenue Code of the United
                           States, as amended.

                  n.       "Collateral" means all of the personal property of
                           the Borrower, wherever located, and now owned or
                           hereafter acquired, including without limitation, all
                           of the following kinds of property, now owned or
                           hereafter acquired by the Borrower:

                  1. all Accounts;

                  2. all Deposit Accounts and other obligations or indebtedness
owed to Borrower from whatever source arising, by Lender or any of Lender's
Affiliates;

                  3. all rights to receive any payment in money or in kind;

                  4. all contract rights;

                  5. all Instruments;

                  6. all Inventory;

                  7. all property, plant and Equipment;

                  8. all Chattel Paper;

                  9. all General Intangibles;


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                  10. all Letter-of-Credit Rights;

                  11. all Supporting Obligations;

                  12. all books and records and computer hardware, software and
systems;

                  13. all policies of insurance and the proceeds thereof;

                  14. all additions and accessions to and replacements of the
collateral described above; and

                  15. all products and proceeds of all of the collateral
described above.

                  o.       "Compliance Certificate" means a certificate in form
                           and substance reasonably satisfactory to Lender,
                           signed by Borrower's officer acceptable to Lender,
                           certifying that Borrower is in compliance with this
                           Agreement.

                  p.       "Customer" means any governmental entity (federal,
                           state, county, municipal or otherwise) or business
                           entity (corporation, association, partnership,
                           limited liability company or partnership, sole
                           proprietorship or otherwise) or individual to which
                           Borrower provides goods or services for compensation.

                  q.       "Debt" means:

                  1. indebtedness or liability for borrowed money, or for the
deferred purchase price of property or services;

                  2. obligations as a lessee under a Capital Lease;

                  3. obligations to reimburse the issuer of letters of credit or
acceptances;

                  4. all guaranties, endorsements (other than for collection or
deposit in the ordinary course of business), and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest in any Person
or otherwise to assure a creditor against loss; and

                  5. obligations secured by any lien or Encumbrance on property
owned by the Borrower.


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                  r.       "Deposit Account" means collectively and includes all
                           of the following, whether now owned or hereafter
                           acquired by the Borrower: a demand, time, savings,
                           passbook, or similar account maintained with a bank,
                           together with all other such items which are included
                           within the definition of "deposit account" as
                           presently or hereafter defined in the UCC.

                  s.       "EBITDA" means the Borrower's net income, less income
                           or plus loss from discontinued operations and
                           extraordinary items, plus income taxes, plus interest
                           expense, plus depreciation, depletion, amortization
                           and other non-cash charges. It is agreed that EBITDA
                           for the first, second, third and fourth quarters of
                           2001 are as follows: a negative One Million Six
                           Hundred Thirty Seven Thousand Dollars ($1,637,000)
                           for the quarter ending on March 31, 2001; a negative
                           Five Hundred Thirty Three Thousand Dollars ($533,000)
                           for the quarter ending on June 30, 2001; a positive
                           Three Million Six Hundred Eighty Two Thousand Dollars
                           ($3,682,000) for the quarter ending September 30,
                           2001; and a positive Five Hundred Fifty One Thousand
                           and 00/100 Dollars ($551,000.00) for the quarter
                           ending December 31, 2001. The amounts agreed to for
                           EBITDA as set forth above incorporate the reversal of
                           certain accruals on the books and records of OCM
                           Direct, Inc., in connection with the acquisition by
                           Guarantor of OCM Direct, Inc.; however, no further
                           acquisition related accrual adjustments shall be
                           permitted without the Lender's prior written consent.

                  t.       "Encumbrance" means any mortgage, pledge, deed of
                           trust, assignment, security interest, hypothecation,
                           lien or charge of any kind (including any conditional
                           sale or other title retention agreement, any
                           financing lease having substantially the same
                           economic effect as any of the foregoing, and the
                           filing of, or agreement to give, any financing
                           statement under the UCC or comparable law of any
                           jurisdiction).

                  u.       "Ending Date" means January 31, 2003.

                  v.       "Environmental Laws" mean all laws relating to
                           Hazardous Wastes, Toxic Substances or materials that
                           might be emitted, released or discharged into the
                           environment or other laws or regulations protecting
                           the environment.

                  w.       "Equipment" means collectively and includes all of
                           the following, whether now owned or hereafter
                           acquired by the Borrower: all goods (other than farm
                           products, consumer goods or inventory), equipment and
                           fixtures, including, without limitation, computer
                           hardware, computer software and systems, furniture,
                           machinery, vehicles and trade fixtures, together with
                           any and all accessories, accessions, parts and
                           appurtenances thereto, substitutions therefor and
                           replacements thereof, together with all other such


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                           items which are included within the definitions of
                           "equipment" and "fixtures" as presently or hereafter
                           defined in the UCC.


                  x.       "ERISA" means the Employee Retirement Income Security
                           Act of 1974, as amended, and any successor statute
                           thereto, as interpreted by the rules and regulations
                           thereunder, all as the same may be in effect from
                           time to time. References to sections of ERISA shall
                           be construed also to refer to any successor sections.

                  y.       "ERISA Affiliate" means an entity, whether or not
                           incorporated, which is under common control with the
                           Borrower or any of its subsidiaries within the
                           meaning of Section 4001(a)(14) of ERISA, or is a
                           member of a group which includes the Borrower or any
                           of its subsidiaries and which is treated as a single
                           employer under Sections 414(b), (c), (m), or (o) of
                           the Code.

                  z.       "Event of Default" means any one of the events
                           specified as an "Event of Default" under this
                           Agreement.

                  aa.      "GAAP" means generally accepted accounting principles
                           in the United States of America.

                  bb.      "General Intangibles" means collectively and includes
                           all of the following, whether now owned or hereafter
                           acquired by the Borrower: choses in action, causes of
                           action and all other intangible property of every
                           kind and nature, including, without limitation, all
                           present and future rights to payments arising out of
                           the licensing of computer hardware and software and
                           systems, all payment intangibles, any software or
                           computer program and any supporting information
                           provided in connection with a transaction relating to
                           the program, corporate or other business records,
                           inventions, designs, patents, patent applications,
                           trademarks, trademark applications, trade names,
                           trade secrets, goodwill, registrations, copyrights,
                           licenses, franchises, customer lists, tax refunds,
                           tax refund claims, rights of claims against carriers
                           and shippers, leases and rights to indemnification,
                           together with all property which is included within
                           the definition of "general intangibles" as presently
                           or hereafter defined in the UCC.

                  cc.      "Governance Documents" means the Borrower's Articles
                           or Certificate of Incorporation and Bylaws or other
                           documents or agreements affecting the Borrower's
                           corporate governance.

                  dd.      "Guarantor" means Student Advantage, Inc., a Delaware
                           corporation.


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                  ee.      "Guaranty" means the Unconditional Guaranty or
                           Unconditional Guaranties of even date herewith
                           executed by Guarantor.

                  ff.      "Hazardous Wastes" mean all waste materials subject
                           to regulation under the Comprehensive Environmental
                           Response, Compensation, and Liability Act, 42 U.S.C.
                           Sections 9601 et seq., the Resource Conservation and
                           Recovery Act, 42 U.S.C. Sections 6901 et seq., or
                           applicable state law and any other applicable
                           federal, state or local laws and their regulations
                           now in force or hereafter enacted relating to
                           hazardous wastes.

                  gg.      "Instruments" means collectively and includes all of
                           the following, whether now owned or hereafter
                           acquired by the Borrower: any promissory note, or any
                           negotiable instrument or any other writing that
                           evidences a right to payment of a monetary obligation
                           and is not itself a security agreement or lease, and
                           may be transferred by delivery with any necessary
                           endorsement or assignment, together with all property
                           included within the definition of "instruments" as
                           presently or hereafter defined in the UCC.

                  hh.      "Intellectual Property" shall mean all patents,
                           licenses, trade names, trademarks, copyrights,
                           inventions, service marks, trademark registrations,
                           service mark registrations and copyright
                           registrations, whether domestic or foreign and
                           applications for any of the foregoing, and all
                           proprietary technology, know-how, trade secrets or
                           other intellectual property rights owned or used by
                           the Borrower or any subsidiary in the operation of
                           their respective businesses.

                  ii.      "Inventory" means collectively and includes all of
                           the following, whether now owned or hereafter
                           acquired by the Borrower: all goods held or intended
                           for sale or lease by the Borrower, or furnished or to
                           be furnished under contracts of service, all raw
                           materials, work in process, finished goods, all
                           software or computer programs embedded in goods and
                           all supporting information provided in connection
                           with a transaction related to the programs, materials
                           and supplies of every nature used or usable in
                           connection with the manufacture, packing, shipping,
                           advertising or sale of any such goods, together with
                           all property included within the definition of
                           "inventory" as presently or hereafter defined in the
                           UCC.

                  jj.      "Investment Property" means collectively and includes
                           all of the following, whether now owned or hereafter
                           acquired by the Borrower: all securities owned by
                           Borrower (other than the stock of Collegiate Carpets,
                           Inc. and CarePackages, Inc. owned by OCM Direct, Inc.
                           and the stock of the inactive entity incorporated
                           under the name Uparents.com, Inc., which entity is
                           not to become active unless and until Uparents.com,
                           Inc. becomes


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                           a "Borrower" under this Agreement), whether
                           certificated or uncertificated, and all securities
                           entitlements, securities accounts, commodity
                           contracts, or commodity accounts of Borrower,
                           together with all property included within the
                           definition of "investment property" as presently or
                           hereafter defined in the UCC.

                  kk.      "Item" means any "item" as defined in Section 4-104
                           of the UCC, to include, without exclusion or
                           limitation, checks, drafts, money orders or other
                           media by which Payment may be made.

                  ll.      "Lender" means Bank of America, N.A. and its
                           successors and assigns.

                  mm.      "Letter-of-Credit Rights" means collectively and
                           includes all of the following, whether now owned or
                           hereafter acquired by the Borrower: any and all
                           rights of Borrower to payment or performance under a
                           letter of credit, together with all property included
                           within the definition of "letter-of-credit rights" as
                           presently or hereafter defined in the UCC.

                  nn.      "Loan" means the Revolving Loan.

                  oo.      "Loan Documents" mean this Agreement, the Revolving
                           Note, the Guaranty, the Subordination Agreement, or
                           any other document executed by the Borrower or any
                           other Person evidencing, securing, guaranteeing or
                           relating to the Revolving Loan, as such documents or
                           instruments may be amended, modified or extended from
                           time to time.

                  pp.      "Maximum Revolving Commitment Amount" means Five
                           Million and 00/100 Dollars ($5,000,000.00), or such
                           lesser amount that Borrower may request as
                           hereinafter provided.

                  qq.      "Multiemployer Plan" means a Plan which is a
                           multiemployer plan as defined in Sections 3(37) or
                           4001(a)(3) of ERISA.

                  rr.      "Multiple Employer Plan" means a Plan which the
                           Borrower or any of its subsidiaries or any ERISA
                           Affiliate and at least one employer other than the
                           Borrower or any of its subsidiaries or any ERISA
                           Affiliate are contributing sponsors.

                  ss.      "Operating Account" means a demand deposit account to
                           be established by the Borrower with the Lender for
                           the Borrower's use in connection with its business
                           operations and with the Revolving Loan.


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                  tt.      "Payment" or "Payments" means any check, draft, cash
                           or any other remittance or credit in payment or on
                           account of any or all of the Accounts.

                  uu.      "PBGC" means the Pension Benefit Guaranty Corporation
                           established pursuant to Subtitle A of Title IV of
                           ERISA and any successor thereto.

                  vv.      "Permitted Encumbrance" means a purchase money
                           security interest; liens imposed by law for taxes
                           that are not yet due and payable or are being
                           contested in accordance with the terms of this
                           Agreement; pledges and deposits made in the ordinary
                           course of business in compliance with workers'
                           compensation, unemployment insurance and other social
                           security laws or regulations; and deposits of cash or
                           a cash equivalent made in the ordinary course of
                           business which, in the aggregate, are not at any time
                           outstanding in an amount that exceeds Two Hundred
                           Fifty Thousand and 00/100 Dollars ($250,000.00).

                  ww.      "Person" means any individual, partnership,
                           association, trust, corporation, limited liability
                           company or partnership, or other entity.

                  xx.      "Plan" means any employee benefit plan (as defined in
                           Section 3(3) of ERISA) which is covered by ERISA and
                           with respect to which the Borrower or any of its
                           subsidiaries or any ERISA Affiliate is (or, if such
                           plan were terminated at such time, would under
                           Section 4069 of ERISA be deemed to be) an "employer"
                           within the meaning of Section 3(5) of ERISA.

                  yy.      "Reportable Event" means a "reportable event" as
                           defined in Section 4043 of ERISA with respect to
                           which the notice requirements to the PBGC have not
                           been waived.

                  zz.      "Revolving Loan" means the Revolving Loan facility
                           made available by Lender to Borrower pursuant to this
                           Agreement in the maximum principal amount of Five
                           Million and 00/100 Dollars ($5,000,000.00), evidenced
                           by the Revolving Note.

                  aaa.     "Revolving Note" means the Borrower's promissory
                           note, of even date, in the amount of Five Million and
                           00/100 Dollars ($5,000,000.00), payable to the order
                           of the Lender, and evidencing Borrower's obligation
                           to repay the Revolving Loan.

                  bbb.     "Single Employer Plan" means any Plan which is
                           covered by Title IV of ERISA, but which is not a
                           Multiemployer Plan.


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                  ccc.     "Subordination Agreement" means the Subordination
                           Agreement of even date herewith executed by the
                           Borrower, Lender and the Guarantor to whom the
                           Borrower is indebted in the sum of Two Million Two
                           Hundred Fifty Thousand and 00/100 Dollars
                           ($2,250,000.00), which shall provide for the
                           subordination of such indebtedness to any
                           indebtedness or liability of Borrower to Lender.

                  ddd.     "Supporting Obligations" means collectively and
                           includes all of the following, whether now owned or
                           hereafter acquired by the Borrower: any
                           Letter-of-Credit Right or secondary obligation that
                           supports the payment or performance of an Account, a
                           Chattel Paper, a document, a General Intangible, an
                           Instrument, or Investment Property, together with all
                           property included within the definition of
                           "supporting obligations" as presently or hereafter
                           defined in the UCC.

                  eee.     "Termination Event" means (i) with respect to any
                           Plan, the occurrence of a Reportable Event or the
                           substantial cessation of operations (within the
                           meaning of Section 4062(e) of ERISA); (ii) the
                           withdrawal of the Borrower or any of its subsidiaries
                           or any ERISA Affiliate from a Multiple Employer Plan
                           during a plan year in which it was a substantial
                           employer (as such term is defined in Section
                           4001(a)(2) of ERISA), or the termination of a
                           Multiple Employer Plan; (iii) the distribution of a
                           notice of intent to terminate or the actual
                           termination of a Plan pursuant to Section 4041(a)(2)
                           or 4041A of ERISA; (iv) the institution of
                           proceedings to terminate or the actual termination of
                           a Plan by the PBGC under Section 4042 of ERISA; (v)
                           any event or condition which might constitute grounds
                           under Section 4042 of ERISA for the termination of,
                           or the appointment of a trustee to administer, any
                           Plan; (vi) the complete or partial withdrawal of the
                           Borrower or any of its subsidiaries or any ERISA
                           Affiliate from a Multiemployer Plan.

                  fff.     "Toxic Substances" mean any materials which have been
                           shown to have significant adverse effects on human
                           health or which are subject to regulation under the
                           Toxic Substances Control Act, 15 U.S.C. Sections 2601
                           et seq., applicable state law, or any other
                           applicable federal, state or local laws now in force
                           or hereafter enacted relating to toxic substances.
                           "Toxic Substances" includes, but is not limited to,
                           asbestos, polychlorinated biphenyls (PCBs), petroleum
                           products, and lead-based paints.

                  ggg.     "UCC" means the Uniform Commercial Code in effect in
                           the various state or states as set forth in Section
                           1.4 of this Agreement.

         1.2 Accounting Terms. Accounting terms used in this Agreement but not
defined in this Agreement shall have the meanings given to them in accordance
with GAAP in effect on the


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date of this Agreement. Except as otherwise provided in this Agreement, all
financial computations made pursuant to this Agreement and all financial reports
provided to the Lender shall be made in accordance with GAAP, consistently
applied. Except as otherwise provided in this Agreement, whenever this Agreement
refers to a balance sheet, financial statement or the information contained in a
balance sheet or other financial statement, the Agreement shall be construed to
refer to most recent consolidated balance sheet or other financial statement
that Borrower has provided to the Lender.

         1.3 Use of Defined Terms. All terms defined in this Agreement shall
have the same defined meanings when used in any certificate, report or other
document made or delivered in connection with this Agreement, unless otherwise
set forth therein.

         1.4 UCC Terms. Terms that incorporate definitions provided in the
Uniform Commercial Code shall have such meanings as are mandated by the Uniform
Commercial Code of the state or states applicable for the determination of such
meanings. Terms not otherwise defined herein and not incorporating a definition
under the Uniform Commercial Code of any particular state, but which are defined
in the Uniform Commercial Code as adopted by the State of Maryland, shall have
the meanings ascribed to them under the Uniform Commercial Code as adopted by
the State of Maryland.

         ARTICLE 2. LOAN.

         2.1 Revolving Line of Credit. The Lender agrees to extend the Revolving
Loan to Borrower, subject to the terms and conditions of this Agreement. Until
the Ending Date, Borrower may borrow, repay and reborrow Advances in accordance
with this Agreement.

                  a.       Allowed Amount of Advances. At no time shall the sum
                           of the aggregate outstanding principal amount of all
                           Advances exceed the Maximum Revolving Commitment
                           Amount.


                  b.       Mandatory Prepayments. If the principal outstanding
                           under the Revolving Loan, at any time exceeds the
                           Allowed Amount of Advances, then Borrower shall
                           either, at its option (1) make an immediate payment
                           of principal under the Revolving Loan in an amount
                           sufficient that the principal outstanding under the
                           Revolving Loan will no longer exceed the Allowed
                           Amount of Advances, or (2) deliver additional cash or
                           cash collateral, in form and substance satisfactory
                           to Lender, and in the amount that the principal
                           outstanding balance owing under the Revolving Loan
                           exceeds the Allowed Amount of Advances.


                  c.       Procedure for Advances. Unless Borrower has
                           previously entered into a separate auto borrow or
                           similar cash management service with Lender, Borrower
                           may request Advances by telephone through its
                           employees or


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                           agents, as hereinafter provided. Each Advance request
                           must be received by Lender not later than 1:00 p.m.
                           (Eastern time) on the date the Advance is to be made
                           and must specify the amount of the Advance. Lender
                           shall deposit the Advance into Borrower's Operating
                           Account on such date if Borrower is entitled to the
                           Advance, subject to the terms and conditions of this
                           Agreement. If Borrower has entered into a separate
                           auto borrow or similar cash management service with
                           Lender, then the provisions of such service shall
                           control with respect to the procedures for making
                           Advances to Borrower. Lender shall have the right to
                           terminate such auto borrow or similar cash management
                           service at any time, as determined in Lender's sole
                           and absolute discretion.

         2.2 Repayment of Revolving Loan; Auto Debit. Borrower promises to repay
the Revolving Loan, with interest, at the time and in the manner and in
accordance with the terms provided in the Revolving Note and in this Subsection
2.2 of this Agreement. Borrower has elected to authorize Lender to effect
payment of sums due under the Revolving Note and this Agreement by means of
debiting Borrower's account with Lender, account number 003933755429. This
authorization shall not affect the obligation of Borrower to pay such sums when
due, without notice, if there are insufficient funds in such account to make
payment in full on the due date thereof, or if Lender fails to debit the
account.

         2.3 Use of Revolving Loan Proceeds. The proceeds of the Revolving Loan
shall be used for working capital and general corporate purposes in Borrower's
ordinary course of business, and up to Two Million Five Hundred Thousand and
00/100 Dollars ($2,500,000) of the proceeds of the Revolving Loan (to be
advanced contemporaneous with the closing of the Revolving Loan) shall be used
to prepay certain expenses of Borrower, and for no other purpose.

         2.4 Revolving Loan Fees. Borrower promises to pay Lender the following
fees in consideration of entering into this Agreement. These fees are in
addition to interest payable under the Revolving Note:

                  a.       an up front fee of Seventy Five Thousand and 00/100
                           Dollars ($75,000.00), one half of which was paid
                           prior to the Closing Date and the other half of which
                           is payable on the Closing Date.

                  b.       an unused fee on any difference between the Maximum
                           Revolving Commitment Amount and the amount of credit
                           Borrower actually uses, determined by the average of
                           the daily amount of credit outstanding during each
                           month. The fee will be calculated at one quarter of
                           one percent (.25%) per year. The fee is calculated
                           and payable monthly, in arrears, commencing on the
                           first day of the first month after the date of this
                           Agreement until the expiration of the availability of
                           Advances under this Agreement.


                                       12
<PAGE>
                  c.       the reasonable and documented fees and costs for each
                           field examination performed by the Lender or its
                           agents at Lender's standard per diem rate plus
                           expenses, the Lender having the right to perform
                           field examinations at any time during Borrower's
                           normal business hours upon reasonable prior notice,
                           as determined in Lender's sole discretion; provided
                           that if no Event of Default has occurred and is
                           continuing under this Agreement, Lender shall conduct
                           no more than two (2) field examinations in any
                           calendar year.

         ARTICLE 3. CONDITIONS PRECEDENT TO LOAN.


         3.1 Conditions Precedent to Initial Advance. The obligation of the
Lender to make any Advance under the Revolving Loan is subject to the
satisfaction (in the sole judgment of the Lender) of the following conditions:

                  a.       Representations and Warranties; Compliance. All
                           representations and warranties made by Borrower in or
                           in connection with this Agreement or any of the other
                           Loan Documents or otherwise made in writing in
                           connection with this Agreement shall be true and
                           correct on the Closing Date, and the Borrower shall
                           have performed all of the promises or undertakings
                           under this Agreement and satisfied all of the
                           conditions of this Agreement that the Borrower was
                           required to perform or to satisfy as of the Closing
                           Date.

                  b.       Documents Concerning the Borrower. Borrower shall
                           deliver to the Lender copies of all documents
                           requested by the Lender, including a complete,
                           correct and current copy of the Borrower's Articles
                           of Incorporation or similar charter documents
                           satisfactory to Lender, certified by the Secretary of
                           State of the Borrower's state of incorporation; a
                           complete, correct and current copy of its Bylaws,
                           certified by Borrower's corporate secretary; a
                           complete, correct and current copy of all resolutions
                           of Borrower's Board of Directors authorizing the
                           execution, delivery and performance of this Agreement
                           and of the other Loan Documents, certified by
                           Borrower's corporate secretary; and appropriate
                           certificates of incumbency for those officers of
                           Borrower executing this Agreement or any of the other
                           Loan Documents, certified by Borrower's corporate
                           secretary and president. In addition, the following
                           documents and materials shall have been delivered to
                           the Lender, and must be satisfactory to the Lender in
                           form and substance:


                                    1. all supporting documentation with regard
                           to the Borrower and the Revolving Loan as the Lender
                           may require;


                                       13
<PAGE>
                                    2. such additional information, instruments,
                           opinions, documents, certificates and reports
                           relating to the Borrower or the Collateral as the
                           Lender may deem necessary; and

                                    3. such lien releases or termination
                           statements as Lender may deem necessary to remove any
                           Encumbrances on the Collateral.


                  c.       Executed Note, Guaranty and Loan Documents. Borrower
                           shall deliver to the Lender, fully executed: this
                           Agreement, the Revolving Note, the Guaranty, the
                           Subordination Agreement, UCC-1 Financing Statements
                           and such other documents, instruments and
                           certificates as the Lender may reasonably require, in
                           form and substance satisfactory to the Lender. All
                           taxes, fees and charges with respect to the
                           preparation, filing and recording of the Loan
                           Documents (subject to the limitations, if any, set
                           forth herein) shall have been paid by Borrower. The
                           Loan Documents shall include an Intercreditor
                           Agreement, of even date, among the Lender, the
                           Borrower, the Guarantor and the Reservoir Parties (as
                           defined therein), and the Reservoir parties shall
                           have provided releases of the Borrower and collateral
                           belonging to the Borrower as provided in the
                           Intercreditor Agreement.

                  d.       Landlord and Mortgagee Waivers. The Lender shall have
                           received such landlord and mortgagee waivers as it
                           shall request with respect to any of the Borrower's
                           landlords or mortgagees which could claim an interest
                           in any Collateral as a remedy for a default under any
                           lease, mortgage or deed of trust.

                  e.       Financing Statements. All Financing Statements deemed
                           necessary by the Lender to perfect its security
                           interest in the Collateral or any other collateral
                           securing the Loan.

                  f.       Legal Opinion. Borrower shall deliver to the Lender a
                           written opinion or opinions of legal counsel for
                           Borrower dated the Closing Date and addressed to the
                           Lender, which opinions must be in form and content
                           satisfactory to the Lender. Without limiting the
                           generality of the foregoing, the opinion or opinions
                           must address the Borrower's organization, existence,
                           power, good standing and authority and as to the
                           validity, binding effect and enforceability of the
                           Loan Documents, including the existence, validity,
                           enforceability, attachment, perfection, and binding
                           effect of any security interest, lien or assignment
                           being granted by Borrower or any Guarantor or other
                           Person providing Collateral to Lender with respect to
                           the Collateral.


                                       14
<PAGE>
                  g.       Operating Account. The Borrower shall establish the
                           Operating Account with the Lender.

                  h.       Compliance with Covenants. Borrower shall establish
                           to Lender's satisfaction that the Advance will not
                           cause Borrower to cease to comply with Borrower's
                           financial covenants as set forth hereinafter.

         3.2 Future Advances. The obligation of the Lender to make any Advance
under the Revolving Loan subsequent to the Closing Date is further conditional
on:

                  a.       Conditions of First Advance Remain Satisfied. The
                           Lender shall have determined, in its sole judgment,
                           that the conditions precedent to the first Advance
                           are satisfied as of the Borrowing Date for the
                           subsequent Advance (other than the issuance of a new
                           legal opinion); the Loan Documents shall remain in
                           full force and effect; and neither the Borrower nor
                           any Person providing Collateral or a Guaranty shall
                           have purported to terminate any of the Loan Documents
                           or notified Lender of an intention not to perform
                           under any applicable Loan Document;

                  b.       Representations and Warranties. All representations
                           and warranties contained herein shall be true and
                           correct in all material respects at the date of such
                           disbursement;

                  c.       No Material Adverse Change. The Lender shall have
                           determined, in its sole discretion, that no material
                           adverse change has occurred in the financial
                           condition of the Borrower from that disclosed in the
                           most recent financial statements furnished to the
                           Lender prior to the Closing Date; and

                  d.       No Default. No Event of Default has occurred and
                           remains uncured, and no event has occurred or
                           circumstance exists which, with the passage of time
                           or the giving of notice or both, would constitute an
                           Event of Default.

         3.3 Lender's Right To Rely On Communications. The Borrower authorizes
the Lender to accept, rely upon, act upon and comply with, any verbal or written
instructions, requests, confirmations and orders of the authorized list of
employees, officers or agents of the Borrower set forth on Schedule 3.3 attached
hereto and incorporated herein by reference. The Borrower acknowledges that the
transmission between the Borrower and the Lender of any such instructions,
requests, confirmations and orders involves the possibility of errors,
omissions, mistakes and discrepancies and agrees to adopt such internal measures
and operational procedures as Borrower deems necessary to protect its interests.
The Borrower hereby assumes all risk of loss arising out of: (I) the Lender's
acceptance, reliance on, compliance with or observation of any such
instructions, requests, confirmations or orders that Lender, in good faith,
believes are genuine; and (ii) any such errors, omissions, mistakes and
discrepancies, except those caused by the Lender's


                                       15
<PAGE>
gross negligence or willful misconduct. Borrower agrees to indemnify Lender and
to hold Lender harmless for and from all claims, demands, suits, actions,
judgments, decrees, losses or damages, including attorneys fees and expenses,
that Lender may incur as a result of the foregoing events or occurrences for
which the Borrower has assumed the risk of loss.

         ARTICLE 4. SECURITY.

         4.1 Grant of Security Interest. As security for (I) the payment of the
Loans, and any other extensions of credit, loans, letters of credit or other
financial accommodations now or hereafter made by the Lender for the benefit of
the Borrower, and (ii) for the performance of the Borrower's obligations under
or in connection with the Swap Agreement or any other interest rate swap
agreement as defined in 11 U.S.C. Section 101 by and between the Borrower and
the Lender or any Affiliate of the Lender (whether absolute or contingent and
whether now or hereafter becoming due or owing), and (iii) for any other
liability or obligation of Borrower to Lender whether now or hereafter existing,
of every kind and description, whether or not evidenced by notes or other
Instruments, and whether or not such liability or obligations are direct or
indirect, fixed or contingent, liquidated or unliquidated, the Borrower hereby
assigns, grants and conveys to the Lender a security interest in the Collateral.
Proceeds of the Collateral shall be allocated pari passu among the Loans and any
outstanding interest rate swap agreements. The Borrower further agrees that the
Lender shall have in respect of the Collateral all of the rights and remedies of
a secured party under the UCC, other applicable law and this Agreement. The
Borrower covenants and agrees to execute and deliver such financing statements
and other instruments and filings or perform any and all acts as are necessary
in the opinion of the Lender to perfect, maintain and protect the security
interest hereby granted. Except as otherwise set forth in this Agreement, Lender
does not authorize and Borrower agrees that it shall not take any of the
following actions without the prior written consent of Lender: (a) sell, lease,
license, transfer, exchange or otherwise dispose of any of the Collateral except
for sales in the ordinary course of business and for fair market value; or (b)
mortgage, pledge, lien, assign, grant a security interest or otherwise encumber
any of the Collateral (except for a Permitted Encumbrance).

         4.2 Covenants Regarding Inventory and Equipment. With regard to
Collateral that constitutes Inventory or Equipment, the Borrower further
covenants as follows:

                  a.       The Borrower shall not permit any of the Equipment or
                           other Collateral to become a fixture to any real
                           estate unless subordination agreements satisfactory
                           to the Lender are obtained by any owner or mortgagee
                           of such real estate.

                  b.       The Lender's security interest shall extend and
                           attach to Inventory which is presently in existence
                           and is owned by the Borrower or in which the Borrower
                           purchases or acquires an interest at any time and
                           from time to time in the future, whether such
                           Inventory is in transit or in the Borrower's
                           constructive, actual or exclusive occupancy or
                           possession or not, and


                                       16
<PAGE>
                           wherever the same may be located, including, without
                           limitation, all Inventory which may be located at the
                           premises of the Borrower or upon the premises of any
                           carriers, forwarding agents, truckers, warehousemen,
                           vendors, selling agents, finishers, convertors or
                           other third parties who may have possession of the
                           Inventory.

                  c.       Upon sale, exchange, lease or disposition of the
                           Inventory or Equipment, the security interest of the
                           Lender shall without break in continuity and without
                           further formality or act continue in and attach to
                           all cash and non-cash proceeds of such sale,
                           exchange, lease or disposition, including Inventory
                           returned or rejected by customers or repossessed by
                           either the Borrower or the Lender. As to any such
                           sale, exchange, lease or disposition, the Lender
                           shall have all of the rights of an unpaid seller
                           allowed by applicable law and this Agreement,
                           including stoppage in transit, replevin, detinue and
                           reclamation.

         4.3 Certain Rights of the Lender. The Lender shall have the right, but
not the obligation, (i) to pay any taxes or levies on the Collateral or any
costs to repair or to preserve the Collateral; and (ii) to cure any defaults by
Borrower on contracts by the Borrower intended to give rise to Accounts. Such
payments and the costs of curing such defaults shall constitute Advances under
the Revolving Note and shall be secured pursuant to this Agreement, irrespective
of whether the Borrower would then be entitled to such Advances under this
Agreement.

         4.4 Financing Statements; Possession of Collateral by Lender; Control.
At the request of the Lender, Borrower will execute financing statements,
continuation statements and other documents with respect to the Collateral
pursuant to the UCC or otherwise, in form satisfactory to the Lender, and
Borrower will pay the cost of filing the same in all public offices wherever the
Lender deems filing to be necessary or desirable. Borrower agrees that a carbon,
photographic, photostatic or other reproduction of this Agreement or of a
financing statement is sufficient as a financing statement, provided however,
that it shall not limit the obligations of Borrower as previously set forth
herein. Borrower grants the Lender the right, and irrevocably authorizes the
Lender, at the Lender's option, to file any or all such financing statements,
continuation statements and other documents pursuant to the UCC and otherwise,
without Borrower's signature, and irrevocably appoints the Lender as Borrower's
attorney-in-fact to execute any such statements and documents in Borrower's name
and to perform all other acts which the Lender deems appropriate to perfect and
to continue the security interests conferred by this Agreement.

In addition, upon request of Lender, Borrower shall immediately deliver to
Lender, or authorize and direct any and all Persons in possession of Collateral,
to immediately deliver to Lender all Collateral for which Lender requires
possession to perfect its security interest in such Collateral, properly
endorsed or acknowledged. Furthermore, Borrower shall take all such actions as
may be requested by Lender to allow Lender to exercise control over any
Collateral for the purpose of allowing Lender to perfect its security interest
in Collateral which Collateral may include Deposit


                                       17
<PAGE>
Accounts, Investment Property, Letter-of-Credit Rights and electronic Chattel
Paper. Borrower shall execute and deliver to Lender, and have any other Persons
in possession or control of Collateral, execute and deliver to Lender, control
or other agreements, in form and substance satisfactory to Lender.

         4.5 Records of Collateral; Information. Borrower at all times will
maintain accurate books and records covering the Collateral. Borrower
immediately will mark all books and records with an entry showing the absolute
assignment of and granting of a security interest in all Collateral to Lender,
and hereby grants the Lender the right to audit and make copies of the books and
records of Borrower relating to Collateral at any time and from time to time.
Borrower shall (i) promptly furnish the Lender with any information with respect
to Collateral requested by Lender; (ii) allow the Lender or its representatives
to inspect the Collateral, at any time and wherever located and in whomever's
possession the Collateral may be, and to inspect and copy, or furnish the Lender
or its representatives with copies of all records relating to the Collateral;
(iii) furnish the Lender or its representatives such information as the Lender
may request to identify the Collateral, at the time and in the form requested by
Lender; and (iv) deliver upon request to Lender shipping and delivery receipts
evidencing the shipment of goods and invoices evidencing the receipt of the
Collateral and payment for the Collateral.

         4.6 No Release. No injury to the Collateral, loss or destruction of the
Collateral, failure to perfect or to continue the perfection of Lender's
security interest in the Collateral, or release of Lender's security interest in
the Collateral, or any part of it, shall relieve Borrower of any obligation
under this Agreement or under any of the other Loan Documents. Borrower
expressly waives all defenses based on suretyship or impairment of collateral,
and shall not be released or discharged of any obligation under the Loan
Documents, in whole or in part, by Lender's failure to protect or preserve the
Collateral unless caused by the gross negligence or willful misconduct of
Lender. Each Person comprised by the term Borrower waives notice of any change
in financial condition of any Person liable for the Loans or any part thereof,
and agrees that maturity of the Loans or any part thereof may be accelerated,
extended or renewed one or more times by Lender in its discretion, without
notice to the Person and without affecting Lender's security interest in the
Collateral. Lender shall not be required to bring any action against any other
Person or to resort to any other security or to any balance of any deposit
account as a condition of enforcing its rights against any of the Collateral.

         4.7 Indemnification; Risk of Loss. In any suit, proceeding or action
brought by or against the Lender relating to the Collateral, the Borrower will
defend, indemnify and keep the Lender harmless from and against all expense,
loss or damage (including reasonable attorneys' fees) suffered by reason of any
defense, set-off, counterclaim, recoupment or reduction of liability whatsoever
of account debtor or other obligor of the Borrower. The foregoing obligation of
the Borrower to indemnify the Lender shall survive the payment of the Loans and
the termination of this Agreement, but shall not extend to any suit, proceeding
or action arising out of the Lender's gross negligence or willful misconduct.


                                       18
<PAGE>
In addition, the risk of any loss or damage associated with the Collateral,
including without limitation, any Collateral in the possession of Lender shall
be borne by the Borrower; provided, that Lender shall be responsible for any
loss resulting from Lender's gross negligence or willful misconduct. In the
event that Lender is in possession of Collateral, (a) Borrower shall be liable
to Lender and shall pay to Lender, upon demand, all reasonable expenses,
including the cost of insurance and payment of taxes or other charges, incurred
in the custody, preservation, use or operation of the Collateral, and all such
expenses shall be secured by the Collateral; and (b) Lender may use and operate
the Collateral, as determined in its sole and absolute discretion, (I) to
preserve the Collateral or its value, (ii) as permitted by an order of a court
having competent jurisdiction, or (iii) as otherwise set forth herein or as
previously or hereafter agreed to by Borrower. Notwithstanding anything in this
Agreement to the contrary, Lender shall have no duty and be under no obligation
to collect any income accruing on the Collateral or to preserve any rights
relating to the Collateral.

         ARTICLE 5. BORROWER'S REPRESENTATIONS AND WARRANTIES.


         To induce the Lender to enter into this Agreement and to extend the
Revolving Loan to Borrower, Borrower makes the following representations and
warranties to the Lender. These representations and warranties are continuing,
and each request for an Advance shall be deemed to be an affirmation that these
representations and warranties are true, complete and correct in all material
respects as of the date of the most recent Compliance Certificate submitted
prior to the request.

         5.1 Corporate Authority; Subsidiaries. Each Person encompassed by the
definition of Borrower (I) is a corporation duly organized, validly existing,
and in good standing under the laws of its state of incorporation as shown on
Schedules 5.1-1 through 5.1-3 , and the exact legal name of the Borrower is as
set forth above in the definition of Borrower; (ii) is qualified to do business
as a foreign corporation and is in good standing in all jurisdictions where its
activities or ownership of property require such qualification, and (iii) has
the full and unrestricted power and authority, corporate and otherwise, to own,
operate and lease its properties, to carry on its business as currently
conducted, to execute and deliver and perform the Loan Documents, to incur the
obligations provided for herein and therein, and to perform the transactions
contemplated hereby and thereby (including without limitation, the creation of
the lien and security interest in favor of the Lender in the Collateral and any
other Collateral required by this Agreement), all of which have been duly and
validly authorized by all proper and necessary action (all of which actions are
in full force and effect). Borrower has no subsidiaries other than those
previously disclosed in writing to the Lender, which subsidiaries are as
follows: OCM Direct, Inc. owns all of the stock of Collegiate Carpets, Inc., a
Maryland corporation, CarePackages, Inc., a Delaware corporation and
Uparents.com, Inc., an inactive Delaware corporation. Each of the Persons
comprised by the term Borrower maintains it chief executive office at the
location stated in Schedules 5.1-1 through 5.1-3 attached hereto and made a
part hereof, and the information in Exhibit A to Schedules 5.1-1 through 5.1-3
is complete and accurate in all material respects.


                                       19
<PAGE>
         5.2 Approvals. Borrower has provided Lender with a true and accurate
certificate of a Resolution of the Borrower's Board of Directors authorizing the
loan transactions contemplated by this Agreement. No further approval, consent
or other action by the stockholders of Borrower, by any governmental authority
or by any other Person is or will be necessary to permit the valid execution,
delivery or performance by Borrower of this Agreement or any of the other Loan
Documents.

         5.3 Binding Effect, No Violations. Each of the Loan Documents, upon its
execution and delivery, will constitute a legal, valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, except as
such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws of general
applicability affecting the enforcement of creditors' rights and (b) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). The
execution, delivery and performance of the Loan Documents will not (I) violate,
conflict with or constitute a default (with due notice, lapse of time or both)
under any law, regulation, order or any other requirement of any court,
tribunal, arbitrator or governmental authority, any terms of the Articles or
Certificate of Incorporation or Bylaws of Borrower, or any contract, agreement
or other arrangement binding upon or affecting Borrower or any of its
properties, or (ii) result in the creation, imposition or acceleration of any
indebtedness or any Encumbrance of any nature upon, or with respect to, Borrower
or any of its properties, except such Encumbrances in favor of Lender.

         5.4 Litigation. Except as set forth in Schedule 5.4 attached hereto and
made a part hereof, there is no claim, litigation, proceeding or investigation
pending, threatened or reasonably anticipated against or affecting Borrower, its
properties or business, this Agreement, any of the other Loan Documents, or any
of the transactions contemplated hereby or thereby, the total of any such
claims, litigation, proceedings or investigations exceeding in the aggregate at
any time the sum of Fifty Thousand and 00/100 Dollars ($50,000.00), before or by
any court, tribunal, arbitrator or governmental authority, and to the best of
Borrower's information, knowledge and belief, there is no possibility of any
judgment, liability or award which reasonably may be expected to result in any
material adverse change in the business, operations, prospects, properties or
assets or condition, financial or otherwise, of Borrower. Borrower is not in
default with respect to any judgment, order, writ, injunction, decree, rule,
award or regulation of any court, governmental instrumentality or agency,
commission, board, bureau, arbitrator or arbitration panel.

         5.5 Title to and Condition of Assets. The Borrower has good, valid and
marketable title to all of its properties and assets (whether real or personal)
and has the power to transfer its rights and interest in the Collateral, and
there exist no Encumbrances on any of Borrower's properties or assets, including
without limitation, the Collateral. Upon the execution and delivery of this
Agreement, and upon (a) the filing of financing statements, (b) the Lender's
taking possession of the Collateral, (c) Lender's receipt of a satisfactory
acknowledgment from a Person in possession of any Collateral that such
Collateral is in the possession of such Person and is


                                       20
<PAGE>
being held for the benefit of Lender, or (d) Lender obtaining satisfactory
control over any of the Collateral consisting of Investment Property, Deposit
Accounts, Letter-of-Credit Rights or electronic Chattel Paper or such other
Collateral for which control is required to perfect a security interest (as
control is defined in the UCC), as the case may be, the Lender will have a good,
valid and perfected first priority lien and security interest in the Collateral,
subject to no Encumbrance in favor of any other Person except Permitted
Encumbrances.

         5.6 Loan Application. The statements made and the documents delivered
by Borrower to the Lender in connection with its application for the Revolving
Loan and in connection with this Agreement and the other Loan Documents on or
after January 1, 2001 are true, correct and complete, in all material respects,
omit no material facts, are not misleading, and present fairly the condition
(financial or otherwise) of Borrower. Borrower certifies further that the
information set forth in the Borrower Information Statements attached hereto as
Schedules 5.1-1 through 5.1-3 (and in all exhibits thereto) is true, accurate
and complete as of the date of this Agreement.

         5.7 No Change. No change in the business, operations, properties or
condition (financial or otherwise) of Borrower or Guarantor, or any other event,
has occurred since the date of the most recent financial statements submitted to
the Lender by Borrower, which change might adversely affect the ability of
Borrower to perform or comply with all terms, conditions and agreements to be
performed or complied with by Borrower under this Agreement or under any of the
other Loan Documents, or to perform the transactions contemplated by this
Agreement or the other Loan Documents.

         5.8 Taxes. Borrower has timely filed all tax returns and reports
required by any governmental authority to be filed by Borrower or has with
reasonable grounds contested the same or has filed for an extension of the
filing period therefor, and such returns and reports are true and correct.
Borrower has paid all taxes, assessments and other government charges imposed
upon it or its income, profits or properties, or upon any part thereof, other
than those presently payable without penalty or interest, except such taxes,
assessments or other government charges for which (I) the validity thereof is
being contested by Borrower in good faith and by proper proceedings, (ii)
Borrower has set aside on its books adequate reserves therefor, and (iii) in the
case where any such tax, assessment or other government charge might become an
Encumbrance upon any item of the Collateral or any part thereof, Borrower has
made arrangements acceptable to the Lender to secure the payment thereof.
Borrower has also timely filed all claims for refunds to which Borrower is
entitled. The amounts reserved as a liability for income and other taxes payable
in the most recent financial statements of Borrower provided to the Lender are
sufficient for the payment of all unpaid federal, state, county and local
income, excise, property and other taxes, whether or not disputed, of Borrower,
accrued for or applicable to the period and on the dates of such financial
statements and all years and periods prior thereto, and for which Borrower may
be liable in its own right or as a transferee of the assets of, or as successor
to, any other Person.

         5.9 No Default. No Event of Default, and no event which with notice,
lapse of time or other condition would constitute an Event of Default, has
occurred and is continuing.


                                       21
<PAGE>
         5.10 Compliance with Laws, Governance Documents and Agreements.
Borrower has complied and is in full compliance with all applicable laws,
ordinances, rules, regulations, orders and other requirements of any
governmental authority or arbitrator, and with all terms and conditions of its
Governance Documents, and with each agreement binding upon or affecting Borrower
or any of its properties. Borrower is not in default with respect to any Debt.
Borrower will take all necessary actions to remain in full compliance with such
laws, ordinances, rules, regulations, orders and any other requirements, the
Governance Documents and all other agreements. Should Borrower be deemed by any
governmental authority or deem itself to be in violation of any relevant law,
ordinance, rule, regulation, orders or other requirement, Governance Document or
agreement, Borrower shall notify the Lender promptly of such violation and take
all appropriate remedial actions. Without limiting the generality of the
foregoing, Borrower represents to Lender that: (1) Borrower has previously
disclosed to Lender all of Borrower's activities that involve the use,
manufacturing, storage, disposal, emission, discharge, generation or
transportation of Hazardous Wastes, Toxic Substances or other materials
regulated by Environmental Laws; (2) Borrower has complied and is in full
compliance with all Environmental Laws; (3) Borrower maintains in full force and
effect all permits required by Environmental Laws; and (4) there exists no
pending or threatened litigation, order, ruling, notice or investigation
regarding the Borrower's use, manufacturing, storage, disposal, emission,
discharge generation or transportation of Hazardous Wastes or Toxic Substances
or regarding any violation or alleged violation of any Environmental Laws.

         5.11 Licenses and Contracts. All franchises, licenses, trademarks,
trade names, copyrights, patents, permits, certificates, consents, approvals,
authorizations, agreements and contracts necessary to operate Borrower's
business as it currently is being operated and to own or lease Borrower's
property have been obtained, are in effect, have been complied with in all
material respects by Borrower, are free from challenge, and are fully assignable
to the Lender for the purpose of securing the Revolving Loan. Borrower has no
knowledge and has not received any notice to the effect that any product it
manufactures or sells, or any service it renders, or any process, method,
know-how, trade secret, part or material it employs in the manufacture of any
product it makes or sells or any service it renders, or the marketing or use by
it or another of any such product or service, may infringe any trademark, trade
name, copyright, patent, trade secret or legally protected right of any other
Person.

         5.12 Intellectual Property. The Borrower owns all right, title and
interest in and to all Intellectual Property used in and material to the
operation of its business or, for such Intellectual Property that is not owned,
possesses adequate licenses or other legally enforceable rights to use the same.
The Borrower has no reason to believe that any valid basis exists upon which a
claim adversely affecting any such Intellectual Property may be asserted against
the Borrower or any subsidiary. To the best knowledge of the Borrower, no Person
is infringing upon the Intellectual Property used by the Borrower or any
subsidiary material to the operation of their respective businesses. The
Borrower has taken appropriate steps to protect the secrecy, confidentiality and


                                       22
<PAGE>
value of its and all subsidiaries' rights in and to such Intellectual Property
and to prevent others from using such Intellectual Property without consent.

         5.13 Disclosure. No representation or warranty of Borrower contained in
this Agreement or any of the Loan Documents and no written statement of fact
furnished or to be furnished by Borrower to the Lender pursuant to this
Agreement or any of the Loan Documents, when viewed together, contains or will
contain any untrue statement of a fact material to the financial condition of
Borrower, or omits or will omit to state any material fact necessary in order to
make the statements contained herein or therein, or furnished herewith or
therewith, not misleading.

         5.14 Trade Name; Merger. Except as shown in Schedules 5.1-1 through
5.1-3 attached hereto and made a part hereof, during the fifteen years
immediately preceding the date of this Agreement: (1) neither the Borrower nor
any predecessor of the Borrower has used any corporate or fictitious name other
than its current corporate name; (2) Borrower has not changed its name, or been
the surviving entity in a merger or acquired any business; (3) neither the
Borrower nor any predecessor of Borrower has changed its state of incorporation;
and (4) Borrower has not utilized and does not utilize any trade name or trade
names in the conduct of its business.

         5.15 Payment of Employees and Subcontractors. Borrower is not in
default with regard to the payment of any employee or subcontractor.

         5.16 ERISA Borrower is in compliance with Borrower's obligations under
ERISA. Without limiting the generality of the foregoing:


                  a.       During the five-year period prior to the date on
                           which this representation is made or deemed made: (I)
                           no Termination Event has occurred, and, to the best
                           of the Borrower's knowledge, no event or condition
                           has occurred or exists as a result of which any
                           Termination Event could reasonably be expected to
                           occur, with respect to any Plan; (ii) no "accumulated
                           funding deficiency," as such term is defined in
                           Section 302 of ERISA and Section 412 of the Code,
                           whether or not waived, has occurred with respect to
                           any Plan; (iii) each Plan has been maintained,
                           operated and funded in compliance with its own terms
                           and in material compliance with the provisions of
                           ERISA, the Code, and any other applicable federal or
                           state laws; and (iv) no lien in favor of the PBGC or
                           a Plan has arisen or is reasonably likely to arise on
                           account of any Plan.

                  b.       The actuarial present value of all "benefit
                           liabilities" under each Single Employer Plan
                           (determined within the meaning of Section 401(a)(2)
                           of the Code, utilizing the actuarial assumptions used
                           to fund such Plans), whether or not vested, did not,
                           as of the last annual valuation date prior to the
                           date


                                       23
<PAGE>
                           on which this representation is made or deemed made,
                           exceed the current value of the assets of such Plan
                           allocable to such accrued liabilities.

                  c.       Neither the Borrower nor any of its subsidiaries nor
                           any ERISA Affiliate has incurred, or, to the best of
                           the Borrower's knowledge, are reasonably expected to
                           incur any withdrawal liability under ERISA to any
                           Multiemployer Plan or Multiple Employer Plan. Neither
                           the Borrower, any of its subsidiaries nor any ERISA
                           Affiliate has received any notification that any
                           Multiemployer Plan is in reorganization (within the
                           meaning of Section 4241 of ERISA), is insolvent
                           (within the meaning of Section 4245 of ERISA), or has
                           been terminated (within the meaning of Title IV of
                           ERISA), and no Multiemployer Plan is, to the best
                           knowledge of the Borrower, reasonably expected to be
                           in reorganization, insolvent or terminated.

                  d.       No prohibited transaction (within the meaning of
                           Section 406 of ERISA or Section 4975 of the Code) or
                           breach of fiduciary responsibility has occurred with
                           respect to a Plan which has subjected or may subject
                           the Borrower or any of its subsidiaries or any ERISA
                           Affiliate to any liability under Sections 406, 409,
                           502(i), or 502(l) of ERISA or Section 4975 of the
                           Code, or under any agreement or other instrument
                           pursuant to which the Borrower or any of its
                           subsidiaries or any ERISA Affiliate has agreed or is
                           required to indemnify any Person against any such
                           liability.


         ARTICLE 6. BORROWER'S AFFIRMATIVE COVENANTS.


         Until all obligations of Borrower under this Agreement and the other
Loan Documents are paid in full and performed, Borrower covenants and agrees
that it shall:

         6.1 Payment of Revolving Loan. Punctually make the payments on the
Revolving Loan at the times and places and in the manner specified in the
Revolving Note.

         6.2 Corporate Existence. Preserve, maintain and keep in full force and
effect its corporate existence and good corporate standing in the jurisdiction
of its incorporation.

         6.3 Corporate Rights and Franchises; Qualification; Orderly Conduct of
Business. Preserve, maintain and keep in full force and effect all franchises,
licenses, permits, certificates, consents, approvals, authorizations, agreements
and contracts material to the operation of Borrower's business as it currently
is being conducted and which are necessary to carry on Borrower's business,
whether now existing or hereafter granted to or obtained by Borrower; qualify
and remain qualified as a foreign corporation in each jurisdiction in which such
qualification is necessary or desirable in view of its activities and ownership
of property and which are necessary to carry on Borrower's business; continue to
engage in a business of the same


                                       24
<PAGE>
general type as now conducted by it; and conduct such business in an orderly,
efficient and regular manner consistent with the conduct of its business prior
to the date of this Agreement. Borrower shall also have delivered to Lender
prior to the Closing Date, true, exact and complete copies of the employment
contracts entered into with Borrower by Devin Schain, Paul Bogart, Steve Matejka
and Howard Dumhart.

         6.4 Taxes, Charges and Obligations. Pay and discharge all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income, profits, properties or any part thereof, prior to the date on which
penalties attach thereto, as well as all claims which, if unpaid, might become
an Encumbrance upon any properties of Borrower, and pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all of the indebtedness and other obligations of whatever nature of
Borrower; however, Borrower shall not be required to pay any such tax,
assessment, charge, levy, claim, indebtedness or obligation so long as (I) the
validity thereof is being contested by Borrower in good faith and by proper
proceedings, (ii) Borrower sets aside on its books adequate reserves therefor,
and (iii) in the case where any such tax, assessment, charge, claim or levy
might become an Encumbrance upon any item of the Collateral or any part thereof,
Borrower makes arrangements acceptable to the Lender to secure the payment
thereof.

         6.5 Maintenance of Property. Preserve and keep all property used in its
business, including without limitation, the Collateral, in good repair, working
order and condition, and from time to time make all necessary or desirable
repairs, renewals and replacements thereof.

         6.6 Insurance. Maintain and keep in full force and effect, with
financially sound and reputable insurance companies reasonably acceptable to the
Lender, insurance in such amounts and covering such risks as the Borrower and
Lender believe are reasonably necessary and as are usually carried by companies
engaged in similar businesses and owning similar properties in the same general
areas in which Borrower operates (but in any event, casualty insurance covering
the Borrower's tangible personal property and real estate for their full
replacement value and comprehensive public liability insurance coverage with
limits of not less than One Million and 00/100 Dollars ($1,000,000.00) for any
one occurrence and Three Million and 00/100 Dollars ($3,000,000.00) for the
aggregate of all occurrences during a policy period of no more than one (1)
year), all such insurance policies to be in form and substance reasonably
satisfactory to the Lender. If requested by the Lender, Borrower shall also
procure, maintain and keep in full force and effect business interruption
insurance in an amount, in form and issued by companies acceptable to the Lender
in all respects. All liability insurance policies shall name the Lender as an
additional insured, and all casualty insurance or business interruption
insurance policies shall name Lender as the lender loss payee. All insurance
policies shall prohibit cancellation (including cancellation for nonpayment of
premium) or reduction of coverage except with thirty (30) days' prior written
notice to and consent of the Lender. At least thirty (30) days prior to the
expiration date of each and every insurance policy required by this Agreement,
Borrower shall obtain and deliver to the Lender a renewal or substitution policy
in form and substance satisfactory to the Lender.


                                       25
<PAGE>
         6.7 Contract Obligations. Perform in accordance with its terms every
contract, agreement, obligation or other arrangement to which Borrower is a
party or by which it or any of its property is bound which are material to the
operation or condition (financial or otherwise) of Borrower, except to the
extent that the contract or agreement is inconsistent with this Agreement. In
the event that any default or performance deficiency occurs, Borrower shall
notify the Lender promptly in writing. Notwithstanding the above, Borrower shall
perform in accordance with the terms of this Agreement and the Loan Documents,
regardless of whether such terms are material to the operation or condition
(financial or otherwise) of the Borrower.

         6.8 Compliance with Laws. Comply with all applicable laws, regulations,
orders and other requirements of any court, tribunal, arbitrator or governmental
authority, non-compliance with which could have a material adverse effect on the
business, operations, property or condition (financial or otherwise) of
Borrower. Without limiting the generality of the foregoing, Borrower shall: (1)
comply strictly and in all respects with all Environmental Laws affecting the
Borrower or its property; (2) promptly forward to the Lender copies of all
orders, notices, permits, applications or other communications and reports
finding or alleging that Borrower or its property does not comply with any of
the Environmental Laws; (3) promptly provide a proposed response action, or plan
with respect to any failure to comply with Environmental Laws; and (4) defend
the Lender, indemnify the Lender, and hold the Lender harmless from and against
any claims, demands, suits, actions, judgements, decrees, losses or damages,
including attorneys' fees, arising out of the failure of Borrower of any of its
properties to comply with any of the Environmental Laws. To the extent that
Federal or state laws, rules, regulations or orders establish requirements which
relate to the disposition of property, compliance by Lender with such laws,
rules or regulations in any disposition or sale of the Collateral shall not be
deemed to adversely effect the commercial reasonableness of any such sale or
disposition, or otherwise render the sale or disposition commercially
unreasonable.

         6.9 Books and Records. Keep and maintain at its chief executive offices
adequate and proper records and books of account, in which complete entries are
made in accordance with GAAP, consistently applied, and in accordance with all
laws, regulations, orders and other requirements of any court, tribunal,
arbitrator or governmental authority, reflecting all financial and other
transactions of Borrower normally and customarily included in records and books
of account of companies engaged in the same or similar businesses and activities
as Borrower.

         6.10 Access to Borrower's Properties, Books and Records. Permit the
Lender and any agents or representatives thereof to visit and inspect the
Borrower's properties to examine and make abstracts and copies from any of
Borrower's books and records at any and all times (during normal business hours
and after reasonable notice if no Event of Default has occurred and continues to
exist under this Agreement, and at any and all times if an Event of Default has
occurred and continues to exist under this Agreement) and as often as the Lender
or such agents or representatives may desire, and to discuss the business,
operations, properties and condition


                                       26
<PAGE>
(financial and otherwise) of Borrower with any of the officers, directors,
agents or representatives (including without limitation, the independent
certified public accountants) of Borrower.

         6.11 Financial and Other Statements. Furnish (or cause to be furnished
or provided) to the Lender the following statements, which must be satisfactory
to the Lender in form and substance, at the times and in the manner specified
below:

                  a.       Annual Financial Statements. As soon as available,
                           but in no event more than ninety (90) days after the
                           close of each of the Borrower's fiscal years, audited
                           consolidated financial statements for that year to
                           include consolidating statements stating the
                           Borrower's financial condition. The financial
                           statements shall be prepared by an independent
                           certified public accountant reasonably acceptable to
                           Lender, in accordance with GAAP, consistently
                           applied. The financial statements must be acceptable
                           to Lender in form and substance, and shall contain
                           such detail as Lender may require. The financial
                           statements shall include a consolidated balance sheet
                           as of the end of such fiscal year, a statement of
                           financial condition, changes in shareholder equity, a
                           profit and loss statement and a cash flow statement,
                           with consolidating schedules, and a Compliance
                           Certificate. Borrower shall also furnish to Lender on
                           December 15 of each year, projections (budgets) for
                           the upcoming fiscal year, which projections shall
                           include a balance sheet, cash flow and profit and
                           loss statement, all in detail satisfactory to Lender.
                           If the Borrower comprises a parent corporation and
                           its subsidiaries, the financial statements shall
                           state the financial condition of the parent
                           corporation and those subsidiaries on a consolidated
                           basis.

                  b.       Management Letters. Promptly upon receipt thereof,
                           copies of any reports submitted to the Borrower by
                           independent certified public accountants in
                           connection with examination of the financial
                           statements of the Borrower made by such accountants,
                           or if no management letter is prepared, a letter from
                           such auditor stating that no deficiencies were noted
                           that would otherwise be addressed in a management
                           letter;

                  c.       Annual Financial Statements and Tax Returns for
                           Guarantor. At all times that securities issued in the
                           Guarantor are subject to the reporting requirements
                           under the Securities Exchange Act of 1934, as amended
                           (the "34 Act"), Guarantor shall filer annual audited
                           consolidating financial statements for the Guarantor
                           in a timely manner in accordance with the rules and
                           regulations of the Securities Exchange Commission
                           promulgated pursuant to the 34 Act. In the event that
                           securities issued in Guarantor should cease being
                           subject to the reporting requirements of the 34 Act,
                           Guarantor shall deliver to Lender annual audited
                           consolidating financial statements for the Guarantor,
                           by no later than ninety (90) days after the end


                                       27
<PAGE>
                           of each of Guarantor's fiscal years, prepared in
                           accordance with generally accepted accounting
                           principles and providing such information as Lender
                           may require concerning the Guarantor's financial
                           condition, said financial statements to include a
                           consolidating balance sheet, profit and loss
                           statement and a cashflow statement, all as of the
                           Guarantor's fiscal year end, with consolidating
                           schedules.


Guarantor shall also deliver to Lender, upon filing with the applicable taxing
authorities (1) full and complete copies of all federal and state tax returns,
together with all schedules thereto, and (2) all requests for extensions of time
to file any such tax returns.

In addition to all of the above, Guarantor shall deliver to Lender, with
reasonable promptness, such additional information, reports or statements as the
Lender may from time to time request.

                  d.       Borrower Quarterly Statements and Certificates. As
                           soon as available but in no event more than
                           forty-five (45) days after the close of each of the
                           Borrower's fiscal quarters, the Borrower will
                           provide:


                                    1. management prepared balance sheets,
                           profit and loss statements and cashflow statements,
                           with supporting schedules, prepared on a consolidated
                           and consolidating basis, and with comparisons to
                           original projections previously provided to Lender.

                                    2. a Compliance Certificate signed by an
                           authorized financial officer of the Borrower (1)
                           setting forth the information and computations (in
                           sufficient detail) to establish that Borrower is in
                           compliance with all financial covenants at the end of
                           the period covered by the financial statements then
                           being furnished and (2) stating whether any Event of
                           Default has occurred as of the date of the financial
                           statements or the date of the Compliance Certificate,
                           or any event which, upon notice or lapse of time or
                           both, would constitute an Event of Default, and if
                           such an Event of Default exists, specifying the
                           nature thereof and the action Borrower is taking and
                           proposes to take with respect thereto. At Lender's
                           request, the Borrower shall furnish to the Lender
                           such schedules, certificates, lists, records,
                           reports, information and documents to enable the
                           Lender to verify the Compliance Certificate.

                  e.       Guarantor Quarterly Statements and Certificates. As
                           soon as available but in no event more than
                           forty-five (45) days after the close of each of
                           Guarantor's fiscal quarters, the Guarantor will
                           provide:


                                       28
<PAGE>
                                    1. management prepared balance sheets,
                           profit and loss statements and cashflow statements,
                           with supporting schedules, prepared on a consolidated
                           and consolidating basis.


                  f.       Additional Reports and Information. With reasonable
                           promptness, such additional information, reports or
                           statements as the Lender may from time to time
                           request.

         6.12 Accounts. Upon the creation of Accounts and Lender's request
therefor, or at any time and from time to time as the Lender may require upon
the occurrence and continuation of an Event of Default under this Agreement,
Borrower shall deliver to the Lender schedules of all outstanding Accounts. Such
schedules shall be in form and detail satisfactory to the Lender, shall show the
age of such Accounts in increments of thirty (30) day increments until any
Account is ninety one (91) or more days past due and shall contain such other
information and be accompanied by such supporting documents as the Lender may
from time to time request. Borrower also shall, upon request of Lender, deliver
to the Lender copies of Borrower's invoices, evidences of shipment or delivery
and such other schedules and information as the Lender may reasonably require.
The items to be provided under this Section are to be prepared and delivered to
the Lender from time to time solely for its convenience in maintaining records
of the Collateral, and Borrower's failure to give any of such items to the
Lender shall not affect, terminate, modify or otherwise limit the Lender's
security interest granted in the Accounts. Borrower shall use its best efforts
and shall take any and all steps necessary to collect its Accounts, including
without limitation, the filing and pursuit of legal action in furtherance of
said collection efforts.

         6.13 Collateral. Maintain all tangible Collateral in good condition,
wear and tear and casualty loss excluded; insure insurable Collateral for its
full replacement cost under an insurance policy acceptable to Lender that names
Lender as loss payee; execute, deliver and file, or cause the execution,
delivery and filing of, any and all documents (including without limitation,
financing statements, continuation statements or other writings or records),
necessary or desirable for the Lender to create, perfect, preserve, validate or
otherwise protect a first priority lien and security interest in the Collateral;
maintain, or cause to be maintained, at all times, the Lender's first priority
lien and security interest in the Collateral; immediately upon learning thereof,
report to the Lender any reclamation, return or repossession of any goods
forming a part of the Collateral, any claim or dispute asserted by any account
debtor or other obligor owing an obligation to Borrower, and any other matters
affecting the value or enforceability or collectibility of any of the
Collateral; defend the Collateral against all claims and demands of all Persons
at any time claiming the same or any interest therein adverse to the Lender, and
pay all costs and expenses (including attorneys' fees and expenses) incurred in
connection with such defense; at Borrower's sole cost and expense (including
attorneys' fees and expenses), settle any and all claims, demands and disputes,
and indemnify and protect the Lender against any liability, loss or expenses
arising from any such claims, demands or disputes or out of any such
reclamation, return or repossession of goods forming a part of the Collateral;
however, if the Lender shall so elect, after the occurrence of an Event of
Default and the expiration of relevant cure periods, if any, the Lender


                                       29
<PAGE>
shall have the right at all times to settle, compromise, adjust or litigate all
claims and disputes directly with the Customer or other obligor owing an
obligation to Borrower upon such terms and conditions as the Lender deems
advisable, and all costs and expenses thereof (including attorneys' fees and
expenses) shall be incurred for the account of Borrower and shall constitute a
part of the obligations owed to the Lender and secured pursuant to this
Agreement (with collections received by Lender from Customers and applied
towards the Borrower's obligations under this Agreement or the Loan to be
credited towards such obligations or the Loan. The Borrower's Equipment, goods
and other tangible personal property set forth in Schedule 6.13 attached hereto
and made a part hereof shall be kept and maintained at the locations set forth
in said Schedule 6.13; Borrower shall not relocate or move the Equipment, goods
or other tangible personal property without the Lender's prior written consent,
which shall not be unreasonably withheld. If Lender consents to the relocation
of certain Equipment, goods or certain other tangible personal property,
Borrower shall execute, and hereby authorizes the execution by Lender of, all
documents, records or financing statements, and Borrower shall take such action
as Lender may request to assure that Lender's first priority security interest
in the Equipment, goods or other tangible personal property continues to be
perfected under the UCC or other applicable laws.

         6.14 Financial Covenants. Maintain:


                  a.       Senior Funded Debt to EBITDA Ratio. A ratio of Senior
                           Funded Debt to EBITDA on a consolidated basis not
                           exceeding 3.40 to 1.0 as of the quarter ending March
                           31, 2002, and no exceeding 2.50 to 1.00 thereafter.
                           "Senior Funded Debt" shall mean all outstanding
                           interest bearing indebtedness of Borrower, plus the
                           face amount of all issued letters of credit, plus all
                           capitalized lease obligations, less the principal
                           amount owing by Borrower to Guarantor which has been
                           subordinated to all indebtedness and obligations of
                           Borrower to Lender in a manner acceptable to Lender
                           in its sole discretion.

                           Compliance with the Senior Funded Debt to EBITDA
                           ratio will be measured at the end of each quarter, or
                           at such additional times as Lender may require, on a
                           rolling four quarter basis, with the initial test to
                           be on March 31, 2002. The initial test conducted for
                           the quarter ending on March 31, 2002 shall be based
                           upon, among other things, the profit and loss
                           statement for OCM Enterprises, Inc. prior to and
                           following the acquisition of OCM Enterpises, Inc.,
                           for the four quarters then ended.

                  b.       Out of Debt Covenant. Reduce the amount of Advances
                           outstanding on the Revolving Loan under this
                           Agreement to not more than zero dollars ($0.00) for a
                           period of at least thirty (30) consecutive days in
                           each Line-Year. "Line-Year" means the period between
                           August 1 and October 31 of each year. For purposes of
                           this Covenant, "Advances" does not include undrawn
                           amounts of outstanding letters of credit


                                       30
<PAGE>
Unless otherwise expressly provided in this Agreement, if the Borrower comprises
a parent corporation and its subsidiaries, the covenants herein relating to the
financial condition of the Borrower refer to the financial condition of the
parent corporation and those subsidiaries stated on a consolidated basis.

         6.15 Notice of Litigation, Default and Loss. Give immediate notice to
the Lender upon the occurrence of any Event of Default or event which with
notice or lapse of time or otherwise would constitute an Event of Default, and
of any loss or damage to any of the Collateral. Borrower also shall give
immediate notice to the Lender of any action, suit or proceeding at law or in
equity or by or before any governmental instrumentality or agency (domestic or
foreign), commission, board, bureau, arbitrator or arbitration panel which, if
adversely determined, could materially impair or affect the right of Borrower to
carry on its business substantially as now conducted or could materially affect
its respective business, operations, prospects, properties, assets (including
the Collateral) or condition, financial or otherwise. Immediately upon becoming
aware that the holder of any Debt or Encumbrance has given notice or taken any
action with respect to a claimed breach, default or event of default, a written
notice shall be given by Borrower to Lender specifying the notice given or
action taken by such holder and the nature of the claimed breach, default or
event of default by the Borrower thereunder, and the action being taken or
proposed to be taken with respect thereto.

         6.16 Proxy Statements, Etc. Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements and reports which
the Borrower sends to its stockholders, and copies of all regular, periodic and
special reports, and all registration statements which the Borrower files with
the Securities and Exchange Commission or any governmental authority which may
be substituted therefor, or with any national securities exchange.

         6.17 ERISA. Give prompt notice to Lender of any of the following: (i)
of any event or condition, including, but not limited to, any Reportable Event,
that constitutes, or might reasonably lead to, a Termination Event; (ii) with
respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA
or otherwise of any withdrawal liability assessed against the Borrower, any of
its subsidiaries or any of its ERISA Affiliates, or of a determination that any
Multiemployer Plan is in reorganization or insolvent (both within the meaning of
Title IV of ERISA); (iii) the failure to make full payment on or before the due
date (including extensions) thereof of all amounts which the Borrower or any of
its subsidiaries or ERISA Affiliate is required to contribute to each Plan
pursuant to its terms and as required to meet the minimum funding standard set
forth in ERISA and the Code with respect thereto; or (iv) any change in the
funding status of any Plan that could have a material adverse effect on the
Borrower's financial condition; together, with a description of any such event
or condition or a copy of any such notice and a statement by the principal
financial officer of the Borrower briefly setting forth the details regarding
such event, condition, or notice, and the action, if any, which has been or is
being taken or is proposed to be taken by Borrower with respect thereto.
Promptly upon request, the Borrower shall furnish to Lender such additional
information concerning any Plan as may be reasonably


                                       31
<PAGE>
requested, including, but not limited to, copies of each annual report/return
(Form 5500 series), as well as all schedules and attachments thereto required to
file with the Department of Labor or the Internal Revenue Service pursuant to
ERISA and the Code, respectively, for each "plan year" (within the meaning of
Section 3(39) of ERISA). Such notice shall be given in any event within five (5)
business days after the occurrence of any event that Borrower is required to
report to Lender under this clause.

         6.18 Place of Business; Location of Records. Each of the Persons
comprised by the term Borrower shall maintain its chief executive office, and
the office where its records are kept, at its respective address stated in
Schedules 5.1-1 through 5.1-3 attached hereto and made a part hereof. The
Borrower shall provide Lender with fourteen (14) days' advance written notice of
any change in the location of its chief executive office or the office at which
its records are kept.

         6.19 Depository Accounts. Maintain Lender as its principal depository
bank, including for maintenance of business, cash management, operating and
administrative deposit accounts.

         ARTICLE 7. BORROWER'S NEGATIVE COVENANTS.

         Until all obligations of Borrower under this Agreement and the other
Loan Documents are paid in full and performed, Borrower covenants and agrees
that it shall not, unless the Lender otherwise consents in advance in writing:

         7.1 Indebtedness and Contingent Obligations. Contract for any
additional Debt other than the loan from Guarantor to Borrower in the principal
amount of Two Million Two Hundred Fifty Thousand and 00/100 Dollars
($2,250,000.00) which loan shall have been, among other things, fully
subordinated to the Revolving Loan, this Agreement and the other Loan Documents
pursuant to a Subordination Agreement executed by Guarantor, Borrower and Lender
of even date herewith, or agree to assume, guarantee, indorse or otherwise in
any way be or become responsible or liable, directly or indirectly, for the
obligation of any other Person. However, notwithstanding the foregoing sentence,
Borrower may incur trade debt in the ordinary course of business. As set forth
in the Subordination Agreement, Borrower shall not, among other things, make any
payment of principal on the loan from Guarantor to Borrower which is subject to
the Subordination Agreement unless Borrower shall have a Tangible Net Worth of
not less than Four Million and 00/100 Dollars ($4,000,000.00), after taking into
account the proposed principal payment, and Borrower shall maintain a Tangible
Net Worth of at least Four Million and 00/100 Dollars ($4,000,000.00) at all
times. For purposes of this covenant, "Tangible Net Worth" shall be defined as
Borrower's consolidated stockholder's equity, less goodwill and general
intangibles, less advances due from affiliates, shareholders, officers and
employees (including Two Million Five Hundred Thousand and 00/100 Dollars
($2,500,000.00) or any portion thereof in prepaid expenses delivered by Borrower
to Student Advantage, Inc. contemporaneous with the execution of this Agreement)
, plus any indebtedness that is formally subordinated by an executed written
subordination agreement to the indebtedness owing to Lender.


                                       32
<PAGE>
         7.2 Encumbrances. Create, incur, assume or suffer to exist any
Encumbrance (other than a permitted Encumbrance) upon any of its properties or
assets (including without limitation, the Collateral), whether now owned or
hereafter acquired.

         7.3 Fundamental Changes. Amend its Articles or Certificate of
Incorporation by any amendment which would adversely affect Borrower's ability
to perform or comply with any of the terms, conditions or agreements to be
performed or complied with by Borrower hereunder or to perform any of the
transactions contemplated hereby; change its state of incorporation; change its
fiscal year or corporate name; have Guarantor directly or indirectly sell,
assign, transfer, encumber or otherwise convey more than ten percent (10%) of
the stock in OCM Direct, Inc. (the entire outstanding stock of OCM Direct, Inc.
being owned as of closing by Guarantor); have OCM Direct, Inc. directly or
indirectly sell, assign, transfer, encumber or otherwise convey more than ten
percent (10%) of the stock in Collegiate Carpets, Inc. or CarePackages, Inc.
(the entire outstanding stock of Collegiate Carpets, Inc. and CarePackages, Inc.
being owned by OCM Direct, Inc.); convert its organizational form into another
entity form or establish any new entity to perform the business or similar
business of Borrower; reorganize, acquire, consolidate or merge with any other
entity, whether in one transaction or a series of related transactions.

         7.4 Acquisitions. Purchase, lease or otherwise acquire the assets,
business, goodwill or securities of any other Person, including, without
limitation, shares of stock in corporations, partnership interests in general or
limited partnerships or membership interests in limited liability companies, or
acquire any other business.

         7.5 Transfer of Assets. Sell, lease, assign, pledge or otherwise
dispose of any of its properties, stock or assets (including without limitation,
the Collateral), whether now owned or hereafter acquired, except in the ordinary
course of business and for fair market value.

         7.6 Investments. Purchase or hold any stock, or evidence of
indebtedness of any other Person or entity except investments in direct
obligations of the United States Government and certificates of deposit of
United States commercial banks insured by the Federal Deposit Insurance
Corporation.

         7.7 Loans. Make loans or advances to any Person or Persons that exceed
the sum of Twenty Five Thousand and 00/100 Dollars ($25,000.00) for any one
loan, and which loans exceed at any time in the aggregate the sum of Seventy
Five Thousand and 00/100 Dollars ($75,000.00) outstanding at any time, except
reasonable advances for business expenses of Borrower's employees that would be
reimbursable under Borrower's existing expense reimbursement policy and are made
in the ordinary course of Borrower's business.

         7.8 Guaranty. Guaranty or provide surety or pledge or hypothecate
assets for the obligation of any other Person or Persons, except for a Permitted
Encumbrance.


                                       33
<PAGE>
         7.9 Repurchase of Securities. Purchase, redeem or otherwise acquire any
of its own capital stock or purchase, acquire, redeem, retire or make any
payment on account of the principal of any indebtedness of Borrower, except at
the stated maturity of such indebtedness, and except payments of indebtedness
incurred under this Agreement.

         7.10 Use of Proceeds. Use, or allow the use of, the proceeds of the
Revolving Loan for any purpose which would cause this Agreement to violate any
Regulations of the Board of Governors of the Federal Reserve System; or for any
purpose other than the purposes or purposes specified hereinabove.

         7.11 Other Agreements. Enter into any agreement or undertaking
containing any provision which would be violated or breached by Borrower's
performance of its obligations under the Loan Documents.

         7.12 Sale and Leaseback. Enter into any arrangement whereby Borrower
sells or transfers all or any substantial part of its fixed assets then owned by
it and thereupon, or within one (1) year thereafter, rents or leases the assets
so sold or transferred from the purchaser or transferor (or their respective
successors in interest).

         7.13 Capital Expenditures. Spend or incur obligations (including the
total amount of any capital leases) for more than Five Hundred Thousand and
00/100 Dollars ($500,000.00) in any single fiscal year to acquire fixed assets.

         7.14 Dividends. Declare or pay dividends on account of any class of
stock in the Borrower, or make any advances or distribution of assets to
Borrower's stockholders, whether in cash, assets or obligations of Borrower;
provided, however, that Borrower shall be permitted to make a one time
distribution at Closing to the Reservoir Parties (as defined under that certain
Intercreditor Agreement between such Reservoir Parties, Student Advantage, Inc.,
the Subsidiaries [as also defined therein] and Lender dated as of February 13,
2002), from an Advance on the Revolving Loan made in accordance with and subject
to the terms and provisions of this Agreement, in an amount not to exceed Two
Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), such
distribution to be deemed a prepayment by OCM Direct, Inc. to the Guarantor for
future services to be rendered by the Guarantor to OCM Direct, Inc. Borrower
represents, warrants and covenants that the referenced $2,500,000.00
distribution is, and shall be recorded on the Borrower's books as, a prepaid
expense, and shall be fully applied towards such expense (resulting in a zero
balance) by no later than June 30, 2002.

         7.15 Transactions with Affiliates. Except as specifically permitted by
the terms of this Agreement, enter into any transaction, including without
limitation, the purchase, sale or exchange of property or the rendering of any
service, with any Affiliate, except in the ordinary course of and pursuant to
the reasonable requirements of the Borrower's business and upon fair and
reasonable terms no less favorable to the Borrower than would be applicable in a
comparable arm's-length transaction with a Person not an Affiliate.


                                       34
<PAGE>
         ARTICLE 8. COLLECTION, DEPOSIT AND ASSIGNMENT OF PAYMENTS.

         8.1 Cash Collateral Account. Upon the occurrence of a default or Event
of Default under this Agreement and following a request of Lender, Borrower
shall cause all Payments to be deposited into the Cash Collateral Account. In
furtherance of this covenant, Borrower shall instruct all Customers to make all
Payments either by electronic funds transfer directly to the Cash Collateral
Account or by check to a post office box or other collection facility under
Lender's control for deposit into the Cash Collateral Account. If any Payments
are made directly to the Borrower or otherwise come into the Borrower's
possession, the Borrower shall not commingle any such Payment with the
Borrower's other funds or property, but shall hold the Payment separate and
apart in trust for the Lender and shall promptly deliver the Payment to the
Lender (appropriately endorsed, if the Payment is in the form of a check) for
deposit into the Cash Collateral Account. Interest (if any) earned on sums on
deposit in the Cash Collateral Account shall be added to the Cash Collateral
Account. The Borrower hereby appoints the Lender and any officer, employee or
agent of the Lender as the Lender may from time to time designate as
attorneys-in-fact for the Borrower to endorse and sign the name of the Borrower
on all checks, drafts, money orders or other Items delivered to the Lender for
deposit into the Cash Collateral Account. The Cash Collateral Account shall
constitute part of the Collateral, and funds on deposit in the Cash Collateral
Account shall be applied towards the amounts due and owing under the Revolving
Note, this Agreement and/or the other Loan Documents as determined by Lender in
its sole and absolute discretion, and provided no Event of Default has occurred
and remains uncured, the remaining funds shall be deposited into Borrower's
Operating Account. If an Event of Default has occurred and remains uncured,
Payments received by Lender shall be applied as the Lender may determine in its
sole discretion. Borrower retains sole responsibility for assuring that
Borrower's Operating Account contains sufficient funds to pay any Items that may
be presented for payment from the Operating Account.

         8.2 Overdrafts. At Lender's sole option in each instance, Lender may do
one of the following:

                  a.       Lender may make Advances under the Revolving Note to
                           prevent or to cover an overdraft on account of
                           Borrower with Lender. Each such Advance will accrue
                           interest from the date of the Advance or the date on
                           which the account is overdrawn, whichever occurs
                           first, at the interest rate described in the
                           Revolving Note. Lender may make such Advances even if
                           the Advances may cause the balance owing under the
                           Revolving Note to exceed the Maximum Revolving
                           Commitment Amount.

                  b.       Lender may reduce the amount of credit otherwise
                           available under the Revolving Note by the amount of
                           any overdraft on any account of Borrower with Lender.


This section shall not be deemed to authorize Borrower to create overdrafts on
any of Borrower's accounts with Lender.


                                       35
<PAGE>
         ARTICLE 9. EVENTS OF DEFAULT AND REMEDIES.

         9.1 Events of Default. The occurrence of any one or more of the
following events shall constitute an Event of Default under this Agreement:

                  a.       Borrower shall fail to pay, when due, any sum payable
                           under the Revolving Note or this Agreement within
                           five (5) calendar days from the date when such sum
                           became due; or

                  b.       any representation or warranty made by or on behalf
                           of Borrower herein or in any of the other Loan
                           Documents which, in the Lender's judgment, shall
                           prove to have been materially incorrect or misleading
                           or breached in any respect on or as of any date as of
                           which made; or

                  c.       a decree or order for relief of Borrower shall be
                           entered by a court of competent jurisdiction in any
                           involuntary case involving Borrower under any
                           bankruptcy, insolvency or similar law now or
                           hereafter in effect, or a receiver, liquidator or
                           other similar agent for Borrower or for any
                           substantial part of Borrower's assets or property
                           shall be appointed, or the winding up or liquidation
                           of Borrower's affairs shall be ordered, or any action
                           by any creditor (other than the Lender) of Borrower
                           preparatory to or for the purpose of commencing any
                           such involuntary case, appointment, winding up or
                           liquidation shall be taken, and such proceeding shall
                           not have been dismissed within sixty (60) days after
                           the date it commenced; or

                  d.       Borrower shall commence a voluntary case under any
                           bankruptcy, insolvency or similar law now or
                           hereafter in effect, or Borrower shall consent to the
                           entry of an order for relief in an involuntary case
                           under any such law or to the appointment of or taking
                           possession by a receiver, liquidator or other similar
                           agent for Borrower or for any substantial part of
                           Borrower's assets or property, or Borrower shall make
                           any general assignment for the benefit of creditors,
                           or Borrower shall take any action preparatory to or
                           otherwise in furtherance of any of the foregoing, or
                           Borrower shall fail generally to pay its debts as
                           such debts come due; or

                  e.       there shall be a default or event of default under
                           any indebtedness or obligation of Borrower or
                           Guarantor to any third party in excess of Fifty
                           Thousand and 00/100 Dollars ($50,000.00) that causes
                           that third party to declare such indebtedness or
                           other obligation due prior to its scheduled date of
                           maturity; or

                  f.       one or more judgments or decrees in an amount of more
                           than Fifty Thousand and 00/100 Dollars ($50,000.00)
                           shall be entered against


                                       36
<PAGE>
                           Borrower (not paid or fully covered by insurance) and
                           all such judgments or decrees have not been vacated,
                           discharged, stayed or bonded pending appeal within
                           thirty (30) days from the entry thereof, or any
                           attachment or garnishment shall be issued against
                           Borrower or Borrower's property; or

                  g.       any material change in the business, operations,
                           property, assets or condition (financial or
                           otherwise) of Borrower or the Guarantor shall occur
                           which adversely affects the ability of Borrower to
                           meet and carry out its obligations under this
                           Agreement or any of the other Loan Documents or to
                           perform the transactions contemplated herein or
                           thereby, the materiality of such change to be
                           determined by the Lender in its sole discretion; or

                  h.       any loss, theft, damage or destruction of any
                           material portion of the Collateral for which there is
                           either no insurance coverage or for which, in the
                           opinion of the Lender, there is insufficient
                           insurance coverage; or

                  i.       the majority voting control in Borrower is directly
                           or indirectly sold, assigned, transferred, encumbered
                           or otherwise conveyed without the prior written
                           consent of the Lender; or

                  j.       any of the following events or conditions shall
                           occur: (1) any "accumulated funding deficiency," as
                           such term is defined in Section 302 of ERISA and
                           Section 412 of the Code, whether or not waived, shall
                           exist with respect to any Plan, or any lien shall
                           arise on the assets of the Borrower or any of its
                           subsidiaries or any ERISA Affiliate in favor of the
                           PBGC or a Plan; (2) a Termination Event shall occur
                           with respect to a Single Employer Plan, which, in the
                           Lender's opinion, is likely to result in the
                           termination of such Plan for purposes of Title IV of
                           ERISA; (3) a Termination Event shall occur with
                           respect to a Multiemployer Plan or Multiple Employer
                           Plan, which in the Lender's opinion, is likely to
                           result in (i) the termination of such Plan for
                           purposes of Title IV of ERISA, or (ii) the Borrower
                           or any of its subsidiaries or any ERISA Affiliate
                           incurring any liability in connection with a
                           withdrawal from, reorganization of (within the
                           meaning of Section 4241 of ERISA), or insolvency or
                           (within the meaning of Section 4245 of ERISA) such
                           Plan; or (4) any prohibited transaction (within the
                           meaning of Section 406 of ERISA or Section 4975 of
                           the Code) or breach of fiduciary responsibility shall
                           occur which may subject the Borrower or any of its
                           subsidiaries or any ERISA Affiliate to any liability
                           under Section 406, 409, 502(i), or 502(l) of ERISA or
                           Section 4975 of the Code, or under any agreement or
                           other instrument pursuant to which the Borrower or
                           any of its subsidiaries or any ERISA Affiliate has
                           agreed or is required to indemnify any Person against
                           any such liability; or


                                       37
<PAGE>
                  k.       any event of default occurs under the Guaranty,
                           or any notice is given by any Guarantor purporting to
                           terminate such Guarantor's liability with respect to
                           all or any part of the Revolving Loan or any other
                           obligations under such Guarantor's Guaranty; or


                  l.       the death, disability or termination of legal
                           existence of any Guarantor; or

                  m.       Borrower or any other Person standing as a Guarantor
                           for the Loan or providing security for the Loan shall
                           fail to observe or perform any other term, covenant
                           or agreement contained in this Agreement or in any
                           other Loan Document or in any other agreement
                           (including, without limitation, any Swap Agreement)
                           with the Lender or any of Lender's Affiliates to be
                           observed or performed on its part and such default
                           shall continue unremedied for a period of ten (10)
                           Business Days after written notice of the existence
                           of such default is given by Lender. The cure period
                           described in this paragraph is inapplicable to the
                           Events of Default listed in the paragraphs above.

If one of the foregoing events or circumstances occurs to which a cure period
applies, Lender will not exercise its rights and remedies under this Agreement
to collect the Loans except as Lender reasonably deems necessary to protect its
interests in the Collateral, but Lender shall not be required to make any new
Advances or other financial accommodations unless and until the default is
timely cured under this Agreement. Notwithstanding anything in this Agreement to
the contrary, any right to cure a default is applicable only to defaults for
which a cure period has been provided. Borrower shall have no right to cure any
default for which no cure period has been provided.

         9.2 Rights and Remedies of the Lender. Upon the occurrence of any Event
of Default and the expiration of any applicable cure periods, the Lender may, at
its option, exercise any one or more of the following rights and remedies:

                  a.       Declare this Agreement and the Lender's obligation to
                           make or extend any Advances on the Revolving Loan to
                           be terminated, and declare the entire unpaid
                           principal amounts of the Revolving Loan, all interest
                           accrued and unpaid thereon, and all other amounts
                           payable under this Agreement and the other Loan
                           Documents to be accelerated, and to be immediately
                           due and payable (except that upon the occurrence of
                           an Event of Default arising out of voluntary or
                           involuntary bankruptcy proceedings in which the
                           Borrower is the debtor, such acceleration shall occur
                           automatically and immediately without any declaration
                           or other action on the part of the Lender) whereupon
                           the Revolving Loan, all such accrued interest, and
                           all such amounts shall become and be immediately due
                           and payable, without presentment, demand, protest or
                           further notice of any kind, all of which are


                                       38
<PAGE>
                           hereby expressly waived by Borrower, anything
                           contained herein or in any of the other Loan
                           Documents to the contrary notwithstanding;

                  b.       Take possession or control of, store, lease, operate,
                           manage, sell or otherwise dispose of all or any part
                           of the Collateral in accordance with the remedies
                           provided to secured parties under the UCC, this
                           Agreement, the Loan Documents or other applicable
                           law. In taking possession of the Collateral, the
                           Lender may enter the Borrower's premises and
                           otherwise proceed without legal process, and the
                           Borrower shall on the Lender's demand, promptly
                           assemble and make the Collateral available to the
                           Lender at a place designated by the Lender. The
                           Lender shall be entitled to immediate possession of
                           all books and records evidencing or pertaining to any
                           of the Collateral. In the event of any sale or other
                           disposition of the Collateral, Lender may disclaim
                           any warranty relating to title, possession, quiet
                           enjoyment or any other warranty of the like,
                           including without limitation, any warranty of
                           merchantability or fitness for a particular purpose.

                  c.       Notify any or all Customers to make any Payments due
                           to Borrower from such Customers directly to the
                           Lender and render performance to or for the benefit
                           of Lender of any obligations of such Customer(s) to
                           Borrower. To facilitate direct collection, Borrower
                           hereby appoints the Lender and any officer or
                           employee of the Lender, as the Lender may from time
                           to time designate, as attorney-in-fact for Borrower
                           to (i) receive, open and dispose of all mail
                           addressed to Borrower and take therefrom any Payments
                           on or proceeds of Accounts; (ii) take over Borrower's
                           post office boxes or make such other arrangements, in
                           which Borrower shall cooperate, to receive Borrower's
                           mail, including notifying the post office authorities
                           to change the address for delivery of mail addressed
                           to Borrower to such address as the Lender shall
                           designate; (iii) endorse the name of Borrower in
                           favor of the Lender upon any and all checks, drafts,
                           money orders, notes, acceptances or other evidences
                           of payment or Collateral that may come into the
                           Lender's possession; (iv) sign and endorse the name
                           of Borrower on any invoice or bill of lading relating
                           to any of the Accounts, on verifications of Accounts
                           sent to any Customer, to drafts against any Customer,
                           to assignments of Accounts, and to notices to any
                           Customer; and (v) do all acts and things necessary to
                           carry out this Agreement and the transactions
                           contemplated hereby, including signing the name of
                           Borrower on any instruments required by law in
                           connection with the transactions contemplated hereby
                           and on financing statements as permitted under the
                           UCC of any appropriate state. Borrower hereby
                           ratifies and approves all acts of such
                           attorneys-in-fact, and neither the Lender nor any
                           other such attorney-in-fact shall be liable for any
                           acts of commission or omission, or


                                       39
<PAGE>
                           for any error of judgment or mistake of fact or law
                           of any such attorney-in-fact. This power, being
                           coupled with an interest and given to secure an
                           obligation, is irrevocable so long as the Revolving
                           Loan remains unsatisfied, or any Loan Document
                           remains effective, as solely determined by the
                           Lender. Lender shall have no obligation or duty to
                           pursue any Person other than Borrower for the amounts
                           owing under or in connection with the Revolving Loan,
                           this Agreement or the other Loan Documents, including
                           without limitation any guarantors or Persons pledging
                           property to secure the Loans. To the extent such
                           rights may now or hereafter exist, Borrower waives
                           the right to require Lender to pursue any Persons
                           other than Borrower to pay the amounts owing under
                           the Revolving Note, this Agreement or other Loan
                           Documents;

                  d.       In the Lender's own name, or in the name of Borrower,
                           demand, collect, receive, sue for and give receipts
                           and releases for, any and all amounts due on
                           Accounts, but the Lender shall not, under any
                           circumstances, be liable for any error or omission or
                           delay of any kind occurring in the settlement,
                           collection or payment of any Accounts or any
                           instrument received in payment thereof or for any
                           damage resulting therefrom;

                  e.       Endorse as the agent of Borrower any Chattel Paper,
                           documents or Instruments forming all or any part of
                           the Collateral;

                  f.       Make formal application for the transfer of all of
                           Borrower's permits, licenses, approvals, agreements
                           and the like relating to the Collateral or to
                           Borrower's business to the Lender or to any assignee
                           of the Lender or to any purchaser of any of the
                           Collateral;

                  g.       Obtain appointment of a receiver for all or any of
                           the Collateral, Borrower hereby consenting to the
                           appointment of such a receiver and agreeing not to
                           oppose any such appointment. Any receiver so
                           appointed shall have such powers as may be conferred
                           by the appointing authority including any or all of
                           the powers, rights and remedies which the Lender is
                           authorized to exercise by the Loan Documents, and
                           shall have the right to incur such obligations and to
                           issue such certificates therefor as the appointing
                           authority shall authorize;

                  h.       Take any other action which the Lender deems
                           necessary or desirable to protect and realize upon
                           its security interest in the Collateral;

                  i.       File any legal action or lawsuit and obtain a
                           judgement for any and all amounts owing under the
                           Revolving Note, this Agreement or the other Loan
                           Documents, and in conjunction with any such action,
                           Lender may


                                       40
<PAGE>
                           pursue any ancillary remedies provided by law,
                           including without limitation, attachment,
                           garnishment, execution and levy.

                  j.       Borrower acknowledges that any failure to comply with
                           its obligation regarding the Collateral, including
                           (without limiting the generality of the foregoing)
                           granting of Assignments and collection of the
                           Accounts, shall cause irreparable harm to the Lender
                           for which the Lender has no adequate remedy at law,
                           and agrees that the Lender shall be entitled to
                           specific performance, an injunction or other
                           equitable relief to enforce the Borrower's
                           obligations under this Agreement; and

                  k.       In addition to the foregoing, and not in substitution
                           therefor, exercise any one or more of the rights and
                           remedies exercisable by the Lender under other
                           provisions of this Agreement, under any of the other
                           Loan Documents, or provided by applicable law
                           (including, without limiting the generality of the
                           foregoing, the UCC) including without limitation,
                           generally enforcing any or all of Borrower's rights
                           and remedies against any Customers; provided, that
                           Lender shall be under no obligation to do so.

         9.3 Application of Proceeds. Any proceeds from the collection or sale
or other disposition of the Collateral shall be applied in the following order
of priority:

                  First, to the payment of all expenses of retaking, holding,
preparing for disposition, processing, collecting, storing, leasing, operating,
managing, selling or disposing of the Collateral, and to the payment of all sums
which the Lender may be required or may elect to pay, if any, for taxes,
assessments, insurance and other charges upon such Collateral or any part
thereof, and of all other payments which the Lender may be required or
authorized to make under any provision of this Agreement or of any other Loan
Document (including in each such case reasonable legal costs and attorneys' fees
and expenses);

                  Second, to the payment of all obligations on the Revolving
Loan under this Agreement, and under the other Loan Documents, and to the
payment of any other obligations due to the Lender, in such order as the Lender
may determine in its sole discretion; and

                  Third, if required by the UCC or other applicable law, to the
satisfaction of obligations secured by any security interest in or other lien on
the Collateral or as otherwise directed by a court of competent jurisdiction;
and

                  Fourth, to the payment of any surplus then remaining to
Borrower; provided that Borrower shall be liable for any deficiency if the
proceeds of the Collateral are insufficient to satisfy all obligations due to
the Lender.


                                       41
<PAGE>
         9.4 Collection/Enforcement Costs. Borrower shall pay all reasonable
costs and expenses incurred by Lender in connection with the enforcement of its
rights under this Agreement and the other Loan Documents, including without
limitation, legal costs and attorneys' fees (whether or not suit is instituted),
paralegal and expert witness fees and costs, and arbitration fees and costs, and
in connection with the collection of any sums from Borrower.

         ARTICLE 10. MISCELLANEOUS PROVISIONS.

         10.1 Additional Actions and Documents. Borrower shall take or cause to
be taken such further actions, shall execute, deliver and file or cause to be
executed, delivered and filed such further documents and instruments, and shall
obtain such consents as may be necessary or as the Lender may reasonably request
in order fully to effectuate the purposes, terms and conditions of this
Agreement and the other Loan Documents, whether before, at or after the closing
of transactions contemplated hereby and thereby or the occurrence of an Event of
Default hereunder, including without limitation, executing such documents and
taking such further actions as requested by Lender to evidence or perfect the
security interest(s) granted in accordance with this Agreement, to maintain a
first priority security interest in the Collateral for the benefit of Lender, or
to effectuate the rights of Lender hereunder.

         10.2 Expenses. Borrower shall, whether or not the transactions
contemplated hereby are consummated, (i) reimburse the Lender, on demand, and
save the Lender harmless against liability for the payment of all out-of-pocket
expenses arising in connection with: (a) the preparation, execution, delivery or
filing of this Agreement or any of the Loan Documents; or (b) the administration
or enforcement of this Agreement or any of the Loan Documents; or (c) the
preservation or exercise of any rights (including the right to collect and
dispose of the Collateral) under this Agreement or any of the other Loan
Documents; and (ii) pay on demand of Lender and hold the Lender and each
subsequent holder of the Note harmless from and against, any and all present and
future stamp taxes or similar document taxes or recording taxes and any and all
charges with respect to or resulting from any delay in paying, or failure to
pay, such taxes. Without limiting the generality of the foregoing, the expenses
covered by this paragraph include the Lender's legal fees, the costs of audits
or examinations conducted by the Lender's employees and any arbitration fees or
court costs.

         10.3 Notices. Except as may otherwise be provide herein, all notices,
demands, requests or other communications provided for herein or in the other
Loan Documents shall be in writing and shall be deemed to be effective one (1)
day after dispatch if sent by Federal Express or any other commercially
recognized overnight delivery service or four (4) days after dispatch if sent by
registered or certified mail, return receipt requested and addressed as follows:


If to Borrower:
OCM Direct, Inc.
4630 Montgomery Avenue, Suite 600
Bethesda, Maryland 20814


                                       42
<PAGE>
with copies to:

Student Advantages, Inc.
280 Summer Street
Boston, Massachusetts 02210
Attention: Chief Financial Officer and General Counsel

and

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention: Mark G. Borden, Esquire

If to Lender:

Bank of America, N.A.
6610 Rockledge Drive, 3rd Floor
Bethesda, Maryland 20817
Attention: Michael J. Radcliffe, Vice President

and

Bank of America, N.A.
200 S. College Street
Charlotte, NC 28255-0001

With copy to:

Joseph P. Corish, Esquire
Bean, Kinney & Korman, P.C.
2000 N. 14th Street, Suite 100
Arlington, Virginia 22201

If the Borrower comprises more than one Person, notice to the Borrower at the
address specified above in this section for OCM Direct, Inc. shall constitute
notice to all such Persons, and each Person signing below as the Borrower hereby
irrevocably appoints OCM Direct, Inc. as that Person's agent to receive notices
from the Lender under this Agreement or the other Loan Documents.

Each party may designate by notice in writing a new address to which any notice,
demand, request or communication thereafter may be so given, served or sent.
Each notice, demand, request or communication which is mailed, delivered or
transmitted in the manner described above shall be


                                       43
<PAGE>
deemed sufficiently given, served, sent or received for all purposes at such
time as it is delivered: (i) to the United States Postal Service, in the case of
a notice given by certified mail; or (ii) to Federal Express or any other
commercially recognized overnight delivery service, in accordance with the terms
and procedures for such delivery.

Any notices required under the UCC with respect to the sale or other disposition
of the Collateral shall be deemed reasonable if mailed by the Lender to the
Persons entitled thereto at their last known address at least ten (10) days
prior to disposition of the Collateral.

         10.4 Severability. If fulfillment of any provision of the Loan
Documents or performance of any transaction related thereto, at the time such
fulfillment or performance shall be due, shall involve transcending the limit of
validity prescribed by law, then the obligation to be fulfilled or performed
shall be reduced to the limit of such validity; and if any clause or provision
contained in any Loan Document operates or would operate prospectively to
invalidate any Loan Document, in whole or in part, then such clause or provision
only shall be held ineffective, as though not herein or therein contained, and
the remainder of the Loan Documents shall remain operative and in full force and
effect.

         10.5 Survival. It is the express intention and agreement of the parties
hereto that all covenants, agreements, statements, representations, warranties
and indemnities made by Borrower in the Loan Documents shall survive the
execution and delivery of the Loan Documents and the making of all Advances and
extensions of credit thereunder.

         10.6 Waivers. No waiver by the Lender of, or consent by the Lender to,
a variation from the requirements of any provision of the Loan Documents shall
be effective unless made in a written instrument duly executed on behalf of the
Lender by its duly authorized officer, and any such waiver shall be limited
solely to those rights or conditions expressly waived.

         10.7 Rights Cumulative. The rights and remedies of the Lender described
in any of the Loan Documents are cumulative and not exclusive of any other
rights or remedies which the Lender or the then holder of the Revolving Note
otherwise would have at law or in equity or otherwise. No notice to or demand on
Borrower in any case shall entitle Borrower to any other notice or demand in
similar or other circumstances.

         10.8 Entire Agreement; Modification; Benefit. This Agreement, the
schedules hereto, and the other Loan Documents constitute the entire agreement
of the parties hereto with respect to the matters contemplated herein, supersede
all prior oral and written agreements with respect to the matters contemplated
herein, and may not be modified, deleted or amended except by written instrument
executed by the parties. All terms of this Agreement and of the other Loan
Documents shall be binding upon, and shall inure to the benefit of and be
enforceable by, the parties hereto and their respective successors and assigns;
however, Borrower may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Lender. In the event of


                                       44
<PAGE>
any conflict between the terms of this Agreement and the terms of the other Loan
Documents, the terms of this Agreement shall control.

         10.9 Setoff. In addition to any rights or remedies of the Lender
provided by law, upon the occurrence of any Event of Default hereunder, or any
event or circumstance which, with the giving of notice or the passage of time or
both, would constitute an Event of Default hereunder, the Lender is irrevocably
authorized, at any time or times without prior notice to Borrower, to set off,
appropriate and apply any and all deposits, credits, indebtedness or claims at
any time held or owing by the Lender to or for the credit or the account of
Borrower, in such amounts as the Lender may elect, against and on account of the
obligations and liabilities of Borrower to the Lender hereunder or under any of
the other Loan Documents, whether or not the Lender has made any demand for
payment, and although such obligations and liabilities may be contingent or
unmatured.

         10.10 Construction. This Agreement and the other Loan Documents, the
rights and obligations of the parties hereto, and any claims or disputes
relating thereto shall be governed by and construed in accordance with the laws
of the State of Maryland (excluding the choice of law rules thereof) except to
the extent that the UCC provides for either (a) the application of the laws of
the state in which Borrower maintains its chief executive office, (b) the
application of the laws of the state in which the collateral is located, (c) the
application of the laws of the state in which the Debtor is located or (d)
otherwise mandates the application of the laws of another state or jurisdiction.
Each party hereto hereby acknowledges that all parties hereto participated
equally in the negotiation and drafting of this Agreement and that, accordingly,
no court construing this Agreement shall construe it more stringently against
one party than against the other.

         10.11 Pronouns. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, neuter, singular or plural, as the identity
of the Person may require.

         10.12 Headings. Article, section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.

         10.13 Payments. If any payment or performance of any of the obligations
under this Agreement or any of the other Loan Documents becomes due on a day
other than a Business Day, the due date shall be extended to the next succeeding
Business Day, and interest thereon (if applicable) shall be payable at the then
applicable rate during such extension.

         10.14 Execution. To facilitate execution, this Agreement and any of the
other Loan Documents may be executed in as many counterparts as may be required;
and it shall not be necessary that the signature of, or on behalf of, each
party, or the signatures of all Persons required to bind any party, appear on
each counterpart; but it shall be sufficient that the signature of, or on behalf
of, each party, or the signatures of the Persons required to bind any party,
appear


                                       45
<PAGE>
on one or more of the counterparts. All counterparts shall collectively
constitute a single agreement. It shall not be necessary in making proof of this
Agreement or any other Loan Document to produce or account for any particular
number of counterparts; but rather any number of counterparts shall be
sufficient so long as those counterparts contain the respective signatures of,
or on behalf of, all of the parties hereto.

         10.15 Consent to Jurisdiction. Subject to any provision of this
Agreement requiring that disputes be submitted to arbitration, the Borrower
irrevocably consents to the jurisdiction of any state or federal court sitting
in the State of Maryland over any suit, action, or proceeding arising out of or
relating to this Agreement or the other Loan Documents. The Borrower irrevocably
waives, to the fullest extent permitted by law, any objection that the Borrower
may now or hereafter have to the laying of venue of any such suit, action, or
proceeding brought in any such court, or any claim that any such suit, action,
or proceeding brought in any such court has been brought in an inconvenient
forum. Final judgment in any such suit, action, or proceeding brought in any
such court shall be conclusive and binding upon the Borrower.

         10.16 Service of Process. The Borrower consents to process being served
in any suit, action or proceeding by mailing a copy thereof by registered or
certified mail postage prepaid, return receipt requested, to the Borrower's
address specified in or designated in this Agreement. The Borrower agrees that
such service (I) shall be deemed in every respect effective service of process
upon the Borrower in any such suit, action or proceeding and (ii) shall, to the
fullest extent permitted by law, be taken and held to be valid personal service
upon and personal delivery to the Borrower. Nothing in this Section shall affect
the right of the Lender to serve process in any manner permitted by law, or
limit any right that the Lender may have to bring proceedings against the
Borrower in the courts of any jurisdiction or to enforce in any lawful manner a
judgment obtained in one jurisdiction in any other jurisdiction.

         10.17 Assignment; Sale of Loan Documents; Disclosure of Information.
Subject to Lender receiving a confidentiality agreement satisfactory to Lender
from such Person interested in purchasing or being assigned any rights of Lender
in the Loan Documents, Borrower hereby consents to and agrees that Lender may
disclose to any Person any and all information connected with or related to the
Revolving Loan or other Loan Documents for the purpose of selling or assigning
any rights of Lender in the Loan Documents. The information which may be
disclosed by Lender includes but is not limited to all Loan Documents, credit
files and correspondence files and all other writings and oral communications
which Lender wishes to disclose, in its sole and absolute discretion. Borrower
also hereby consents to and agrees that Lender may sell or assign any rights of
Lender in any or all of the Loan Documents pursuant to such terms and conditions
as may be acceptable to Lender in its sole and absolute discretion, to any
interested Person, and nothing in this Agreement or the other Loan Documents
shall prevent, delay or otherwise impede or effect the right of Lender to
immediately sell or assign any rights of Lender in the Loan Documents on such
terms as it deems acceptable. Furthermore, Debtor waives and agrees not to
assert against any Person assigned any rights of Lender in the Loan Documents
any claims,


                                       46
<PAGE>
defenses or set-offs which Debtor may have been entitled to assert against
Lender, except such defenses which may not be waived by operation of law.

Borrower shall not be entitled to assign its interest in this Agreement without
the prior written consent of Lender, and any such attempt of Borrower to assign
its interest without the prior written consent of Lender shall be null and void.

         10.18 ARBITRATION.

         This paragraph concerns the resolution of any controversies or claims
between the Borrower and the Lender, whether arising in contract, tort or by
statute, including but not limited to controversies or claims that arise out of
or relate to: (I) this Agreement (including any renewals, extensions or
modifications); or (ii) any document related to this Agreement; (collectively a
"Claim").

         At the request of the Borrower or the Lender, any Claim shall be
resolved by binding arbitration in accordance with the Federal Arbitration Act
(Title 9, U.S. Code) (the "Act"). The Act will apply even though this Agreement
provides that it is governed by the law of a specified state.

         Arbitration proceedings will be determined in accordance with the Act,
the applicable rules and procedures for the arbitration of disputes of JAMS or
any successor thereof ("JAMS"), and the terms of this paragraph. In the event of
any inconsistency, the terms of this paragraph shall control.

         The arbitration shall be administered by JAMS and conducted in any U.S.
state where real or tangible personal property collateral for this credit is
located or if there is no such collateral, in Maryland. All Claims shall be
determined by one arbitrator; however, if Claims exceed $5,000,000, upon the
request of any party, the Claims shall be decided by three arbitrators. All
arbitration hearings shall commence within 90 days of the demand for arbitration
and close within 90 days of commencement and the award of the arbitrator(s)
shall be issued within 30 days of the close of the hearing. However, the
arbitrator(s), upon a showing of good cause, may extend the commencement of the
hearing for up to an additional 60 days. The arbitrator(s) shall provide a
concise written statement of reasons for the award. The arbitration award may be
submitted to any court having jurisdiction to be confirmed and enforced.

         The arbitrator(s) will have the authority to decide whether any Claim
is barred by the statute of limitations and, if so, to dismiss the arbitration
on that basis. For purposes of the application of the statute of limitations,
the service on JAMS under applicable JAMS rules of a notice of Claim is the
equivalent of the filing of a lawsuit. Any dispute concerning this arbitration
provision or whether a claim is arbitrable shall be determined by the
arbitrator(s). The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this Agreement.


                                       47
<PAGE>
         This paragraph does not limit the right of the Borrower or the Lender
to: (I) exercise self-help remedies, such as but not limited to, setoff; (ii)
initiate judicial or nonjudicial foreclosure against any real or personal
property collateral; (iii) exercise any judicial or power of sale rights, or
(iv) act in a court of law to obtain an interim remedy, such as but no limited
to, injunctive relief, writ of possession or appointment of a receiver, or
additional or supplementary remedies.

         10.19 WAIVER OF TRIAL BY JURY. BY AGREEING TO BINDING ARBITRATION,
BORROWER AND LENDER IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF A CLAIM. FURTHERMORE, WITHOUT INTENDING IN ANY WAY
TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED,
THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
THE PARTIES ENTERING INTO THIS AGREEMENT.

         IN WITNESS WHEREOF, the undersigned have duly executed this Agreement,
or have caused this Agreement to be duly executed on their behalf, as of the day
and year first hereinabove set forth.

                                OCM DIRECT, INC., a Delaware corporation



                                By: /s/ Raymond V. Sozzi, Jr.
                                   ---------------------------------------------

                                Name:   Raymond V. Sozzi, Jr.
                                     -------------------------------------------

                                Title:  President
                                      ------------------------------------------


                                COLLEGIATE CARPETS, INC., a Maryland corporation




                                By: /s/ Raymond V. Sozzi, Jr.
                                   ---------------------------------------------

                                Name:   Raymond V. Sozzi, Jr.
                                     -------------------------------------------

                                Title:  President
                                      ------------------------------------------


                                CAREPACKAGES, INC., a Delaware corporation



                                By: /s/ Raymond V. Sozzi, Jr.
                                   ---------------------------------------------

                                Name:   Raymond V. Sozzi, Jr.
                                     -------------------------------------------

                                Title:  President
                                      ------------------------------------------


                                       48
<PAGE>
                                BANK OF AMERICA, N.A.



                                By: /s/ Michael J. Radcliffe
                                   ---------------------------------------------
                                        Michael J. Radcliffe
                                        Vice President


Commonwealth of Massachusetts      )
County of Suffolk                  ) S/S
         --------------------

         Subscribed and sworn to before me this 14th day of February, 2002, by
Raymond V. Sozzi, Jr. as President of OCM Direct, Inc., a Delaware
corporation.


                                                  /s/ Michael S. Traister
                                                 -------------------------------
                                                 Notary Public



My commission expires: 9/4/03
                      ---------------------

[SEAL]


Commonwealth of Massachusetts      )
County of Suffolk                  ) S/S
         --------------------

         Subscribed and sworn to before me this 14th day of February, 2002, by
Raymond V. Sozzi, Jr. as President of Collegiate Carpets, Inc., a Maryland
corporation.


                                                  /s/ Michael S. Traister
                                                 -------------------------------
                                                 Notary Public



My commission expires: 9/4/03
                      ---------------------

[SEAL]


                                       49
<PAGE>
Commonwealth of Massachusetts      )
County of Suffolk                  ) S/S
         --------------------

         Subscribed and sworn to before me this 14th day of February, 2002, by
Raymond V. Sozzi, Jr. as President of CarePackages, Inc., a Maryland
corporation.


                                                  /s/ Michael S. Traister
                                                 -------------------------------
                                                 Notary Public



My commission expires: 9/4/03
                      ---------------------

[SEAL]



                                       50
<PAGE>
                                  SCHEDULE 3.3

                 (List of Authorized Employees/Officers/Agents)


1.       Raymond Sozzi
2.       Kenneth Goldman
3.       Sevim Perry
4.       Paul Bogart
5.       David Elliott
<PAGE>
                         SCHEDULES 5.1-1 through 5.1-3
                         -----------------------------
                           [ATTACH SCHEDULE(S) HERE]
<PAGE>
                                  SCHEDULE 5.4
                                  ------------
                         LITIGATION AND CLAIMS SCHEDULE
                 (Description of Litigation and Amount Claimed)



                                       53
<PAGE>
                                 SCHEDULE 6.13
                                 -------------
                          EQUIPMENT LIST AND LOCATION


                                       54