LOAN AGREEMENT

      THIS LOAN AGREEMENT, MADE this 27th day of October, 1997, BY AND BETWEEN
UNITEL VIDEO, INC., a Delaware corporation, with its principal offices at 555
West 57th Street, New York, New York 10019 (the "Borrower") and the COMMONWEALTH
OF PENNSYLVANIA, acting by and through the DEPARTMENT OF COMMUNITY AND ECONOMIC
DEVELOPMENT, having its principal place of business at Room 433 Forum Building,
Harrisburg, Pennsylvania 17120 (the "Department").

                                WITNESSETH THAT:

      WHEREAS, the Borrower has established a project consisting of the
constructing and equipping of two mobile video television production units to be
based at its Allegheny County, Pennsylvania facilities (the "Project"); and
 
      WHEREAS, in concert with the establishment of the Project, the Borrower
has purchased or intends to purchase certain equipment for use in the Project as
more fully described on Exhibit A and which is incorporated herein by reference
and made a part hereof (the "Equipment"); and

      WHEREAS, pursuant to the authority granted the Department by virtue of the
Machinery and Equipment Loan Fund ("MELF") Act, Act 120 of 1988, P.L. 1050 (the
"Act"), the Department has approved the Borrower's application for a loan not to
exceed the principal amount of $500,000 (the "Loan") to be used exclusively to
defray a part of the cost of purchasing the Equipment (the "Cost") or to
reimburse Borrower for a portion of the Cost; and

      WHEREAS, the Department is willing to make the Loan upon the terms and
subject to the conditions hereinafter set forth;

      NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises herein contained and intending to be legally bound hereby, covenant and
agree as follows:

      Section 1. The Loan. Subject to the conditions set forth herein, the
Department agrees to make the Loan to the Borrower for the purpose of defraying
or reimbursing a portion the Cost of purchasing the Equipment described in
Exhibit A.
<PAGE>

      Section 2. The Note. The Loan shall be evidenced by a note (the "Note") of
even date herewith given by the Borrower to the Department.

      Section 3. Security.

            a. The Equipment. Payment of the Note and satisfaction of all
      obligations of the Borrower hereunder and under the Note shall be secured
      by a security interest in the Equipment given by the Borrower to the
      Department under a security agreement of even date herewith (the "Security
      Agreement"). The Security Agreement shall be dated the date of the Note
      and shall create a first lien upon the Equipment. HELLER FINANCIAL, INC.,
      a Delaware corporation, as agent and lender under a certain Amended and
      Restated Loan and Security Agreement dated as of December 12, 1995 (the
      "Credit Agreement") agreed to lend Borrower funds which are secured, in
      part, by the Equipment. Pursuant to an Intercreditor Agreement of even
      date between the Department and HELLER FINANCIAL, INC. (the "Intercreditor
      Agreement"), the lien of HELLER FINANCIAL, INC. in the Equipment shall be
      subordinate to the Department's lien.

            b. The Motor Vehicle Mobile Unit. Payment of the Note and
      satisfaction of all obligations of the Borrower hereunder and under the
      Note shall be secured by a subordinate lien in a certain motor vehicle
      Pennsylvania VIN No. Vin No. 1 R1C25323VK970517, subject to the prior lien
      of HELLER FINANCIAL, INC.

      Section 4. Prepayments. Prepayments of the outstanding principal amount of
the Loan shall be as set forth in and governed by the terms of the Note.

      Section 5. Representations and Warranties of the Borrower. To induce the
Department to enter into this Agreement and to make the Loan, the Borrower
represents and warrants that:

            (a) the Borrower is a corporation, duly organized and validly
      existing and in good standing under the laws of the State of Delaware;

            (b) the Borrower has all necessary corporate power and authority to
      purchase, own, encumber and sell Borrower's property and to carry on
      Borrower's business as now being conducted, and to carry out the
      transactions contemplated by this Agreement;

            (c) the execution and delivery of this Agreement, consummation of
      the transactions herein contemplated and compliance with the terms and
      provisions hereof and of the Note and Security Agreement will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of the Articles of Incorporation or By-Laws of the Borrower or of any
      agreement, indenture or other instrument to which the Borrower is a party
      or by which Borrower is bound or to which Borrower or Borrower's property
      is subject, or constitute a default thereunder, and will not result in the
      creation or imposition of any lien, charge or encumbrance of any nature
      whatsoever (except those contemplated by the Security Agreement) upon any
      of the property of the Borrower pursuant to the terms of any such
      agreement, indenture or other instrument;

            (d) the execution, delivery and performance of this Agreement, the
      performance of the transactions contemplated by the provisions hereof, and
      the execution, issuance and delivery of the Note and the Security
      Agreement in accordance with the provisions hereof have each been duly
      authorized by all necessary corporate action on the part of the Borrower;


                                        2
<PAGE>


            (e) this Agreement has been duly and validly executed and delivered
      by the Borrower and constitutes a valid and legally binding obligation of
      the Borrower, enforceable in accordance with the terms of this Agreement
      and the Note and Security Agreement, when executed and delivered in
      accordance with the terms thereof, will be valid and legally binding
      obligations of the Borrower, enforceable in accordance with the respective
      terms of each;

            (f) there is no material litigation or governmental proceeding
      pending or, to the knowledge of the Borrower or Borrower's officers,
      threatened against the Borrower other than that which has been previously
      disclosed to the Department in writing. If such litigation or proceeding
      exists, Borrower shall set forth in an exhibit information regarding the
      amount of the claim, the forum in which the claim was filed, the date for
      the same, all of which shall be attached hereto and made a part hereof;

            (g) the Borrower has filed all required federal, state and local tax
      returns and has paid all taxes shown on such returns as such taxes have
      become due, except for those being contested in good faith and by
      appropriate proceedings diligently pursued and for which such reserves or
      other appropriate provisions as may be required by GAAP shall have been
      made therefor; and

            (h) no consent or approval to the execution and performance of this
      Agreement and the transactions contemplated hereby not already obtained is
      required to be obtained by the Borrower from any governmental body,
      authority, agency, court or other person or entity, public or private,
      other than the Department.

            All of the representations and warranties of the Borrower set forth
herein shall survive and continue until the Loan is paid in full and all of the
Borrower's obligations hereunder have been satisfied.

      Section 6. General Conditions of Lending. The obligation of the Department
to make the Loan hereunder is subject to the fulfillment of the following
conditions by the Borrower to the satisfaction of the Department:

            (a) concurrently with, or prior to, the disbursement of the Loan and
      dated the date of such disbursement, the Borrower shall have furnished to
      the Department in form and substance satisfactory to the Department's
      Counsel a favorable written opinion of Borrower's counsel;

            (b) there shall have been delivered to the Department a certificate
      executed by the Secretary of the Borrower, dated the date of the initial
      disbursement under the Loan, setting forth the corporate action taken by
      the Borrower in connection with the Loan and the authorization of the
      Borrower, or authorized representatives of the Borrower to execute,
      deliver and perform pursuant to the terms and conditions of this
      Agreement, and the execution by the Borrower of the Note, the Security
      Agreement and all related documentation; such certificates shall include
      all excerpts from minutes of meetings of the Board of Directors of the
      Borrower (and, where appropriate, from minutes of meetings of the
      shareholders of the Borrower), their By-Laws and Articles of Incorporation
      as the Department's counsel shall deem appropriate;

            (c) all legal matters incident or related to the Loan shall be in
      form and substance satisfactory to counsel for the Department;

            (d) the Note and the Security Agreement and related financing
      statements shall have been duly executed and delivered to the Department
      or delivered for recording, as appropriate;


                                      3
<PAGE>

            (e) compliance with such other conditions as shall be required by
      the Department. 

      Section 7. Covenants of the Borrower. Until the Loan has been entirely
repaid and all of Borrower's obligations to the Department in connection
therewith and herewith have been satisfied, the Borrower hereby covenants that:

            (a) the Borrower shall use the proceeds of the Loan solely for the
      purpose of defraying a portion of the Cost or reimbursing Borrower for a
      portion of the Cost;

            (b) the Borrower shall preserve Borrower's corporate existence,
      rights, privileges and franchises, and maintain Borrower's authority to do
      business under the laws of Pennsylvania;

            (c) the Borrower shall comply with all laws, regulations and orders
      of any court or governmental body having jurisdiction over the Project;

            (d) the Borrower shall, upon request by the Department, provide
      financial information and other information concerning Borrower in form
      reasonably satisfactory to the Department, including at least the
      following:

                  (i) a certificate of an authorized officer of the Borrower
            setting forth the number of employees and their respective job
            classifications (skilled, semi-skilled and unskilled) employed
            during the previous year at the Borrower's facility in Allegheny
            County, Pennsylvania; and (ii) financial statements of the Borrower
            for its most recent fiscal year, including its balance sheet and
            income statement;

            (e) the Borrower shall comply with all of the terms and conditions
      of this Agreement, the Note, and the Security Agreement;

            (f) the Borrower shall not create any additional debt secured by the
      Equipment except in favor of HELLER FINANCIAL, INC. as set forth in
      Section 3;

            (g) the Borrower shall not discriminate against any employee or
      against any applicant for employment because of race, religion, color,
      national origin, sex or age (including, but not limited to, employment
      upgrading, demotion or transfer, recruitment or recruitment advertising,
      layoff or termination, rates of pay or other forms of compensation, and
      selection for training, including apprenticeship). The Borrower hereby
      accepts and agrees to be bound by the nondiscrimination provisions as set
      forth in Exhibit "B" attached hereto;

            (h) the Borrower shall comply with the contractor integrity
      provisions as set forth in Exhibit "C" attached hereto;

            (i) the Borrower shall comply with the contractor responsibility
      provisions as set forth in Exhibit "D" attached hereto;

            (j) the Borrower shall pay all the costs of filing and any other
      costs that may be incurred pursuant to the closing and administration of
      the Loan;

            (k) the Borrower shall provide proper facilities at all times for
      inspection of the Equipment by the Department and its authorized
      representatives, and shall afford full and free access to the Project to
      such


                                        4
<PAGE>

      persons as may from time to time be designated by the Department, in each
      case at reasonable times and with reasonable prior notice;
     
            (l) without the prior written consent of the Department, the
      Borrower shall not merge or consolidate with any other corporation or
      dispose of all or any substantial portion of its assets, except in the
      ordinary course of business, unless the Borrower or surviving corporation,
      as the case may be, shall have a tangible net worth (after giving effect
      to such merger, consolidation or sale of assets) not less than that shown
      in the most recent audited financial statements for the Borrower delivered
      to the Department prior to approval of the Loan, and, if a corporation
      different from the Borrower, shall have expressly assumed the obligations
      of the Borrower hereunder.
        
            (m) The Borrower will not change its name without notice to the
      Department; and 

            (n) the Borrower shall comply with the Americans With Disabilities
      Act Provisions as set forth in Exhibit "E" attached hereto.
     
      Section 8. Events of Default. The following shall each constitute an event
of default hereunder (an "Event of Default"):
         
            (a) Failure to pay any installment of principal or interest under
      the Note, when due, and such failure shall continue for a period of thirty
      (30) days;
         
            (b) any representation or warranty made herein, in the application
      to the Department made by the Borrower in connection with the Loan, or in
      any certificate or financial or other statement furnished pursuant to the
      provisions hereof or as a part of such application, shall have been false
      or misleading in any material respect as of the time made or furnished;
         
            (c) the Borrower shall (i) become insolvent, (ii) admit Borrower's
      inability to pay Borrower's debts as they come due, (iii) make an
      assignment to the benefit of Borrower's creditors, (iv) be adjudicated
      bankrupt or insolvent, (v) voluntarily initiate proceedings under any
      bankruptcy or reorganization law either now or hereafter in effect, (vi)
      become the subject of any involuntary proceedings under any bankruptcy or
      reorganization law either now or hereafter in effect that shall not have
      been discharged within sixty (60) days of the initiation thereof, or (vii)
      seek to take advantage of any moratorium law either now or hereafter in
      effect; 

            (d) a receiver, liquidator or trustee shall be appointed for the
      Borrower and shall not have been discharged within sixty (60) days;

            (e) an Event of Default under the Security Agreement or any other
      instrument relating to the Loan shall occur and be continuing;

            (f) a material failure to comply by the Borrower with any other
      covenant, condition or provision of this Agreement, including, but not
      limited to, the failure to provide job information, insurance information,
      and annual financial statements required by the Department, shall occur
      and be continuing after written notice of such failure has been given to
      Borrower, for thirty (30) days or, if such failure shall not be capable of
      being cured within thirty (30) days, and curative action shall have been
      initiated within such thirty (30) day period and pursued diligently
      thereafter, for such time period after notice of such failure has been
      given to Borrower, as shall, in the good faith judgment of the Department,
      which shall be conclusive, be required for such cure;


                                        5
<PAGE>

            (g) (i) the Borrower shall fail to pay when due insurance premiums,
      and taxes (except if such taxes are being contested in good faith and by
      appropriate proceeding diligently pursued and for which such reserves or
      other appropriate provisions as may be required by GAAP shall have been
      made therefor; and (ii) if the Collateral (as defined in the Security
      Agreement) shall be seized or levied upon under any legal or governmental
      process against the Borrower or against the Collateral; or
        
            (h) Borrower shall fail to create the number of employment
      opportunities or jobs specified in Borrower's application, the interest
      rate of the Loan shall, at the sole discretion of the Secretary, be
      increased to a fixed rate equal to two (2) percentage points greater than
      the current prime interest rate as defined in Section 5.10 (relating to
      "Penalty") of the MELF Statement of Policy, unless the penalty is waived
      by the Secretary because the failure of such compliance is due to
      circumstances beyond the control of the Borrower.]
          
            Immediately and without further notice to the Borrower, upon the
occurrence and during the continuance of an Event of Default hereunder (except
for an Event of Default under (h) (relating to job creation), the Department, or
any subsequent holder of the Note, may declare the Note and interest accrued
thereon and all liabilities of the Borrower thereunder to be immediately due and
payable, and the same shall thereupon become and be due and payable, without
presentment, demand, protest or notice of any kind to the Borrower, all of which
are hereby expressly and knowingly waived, and any funds remaining in the Escrow
Account shall be returned to the Department and applied towards repayment of the
Loan. In addition, upon the occurrence of an Event of Default hereunder
(including under (h) relating to job creation) other than the non-payment of the
Loan, the Department shall have the right to raise the rate of interest on the
Loan up to twelve and one-half percent (12-1/2%) per annum, applied
retroactively to the date of the first occurrence of the Event of Default until
such time as the Event of Default is cured.
    
      Section 9. Miscellaneous.
         
            (a) No delay or failure on the part of the Department in exercising
      any right, power or privilege hereunder shall affect such right, power or
      privilege; nor shall any single or partial exercise thereof or any
      abandonment, waiver, or discontinuance of steps to enforce such a right,
      power or privilege preclude any other or further exercise thereof, or the
      exercise of any other right, power or privilege. The rights and remedies
      of the Department hereunder are cumulative and concurrent and not
      exclusive of any rights or remedies which the Department might otherwise
      have. The Department shall have the right at all times to enforce the
      provisions of this Agreement, the Note, the Security Agreement, and all
      related documentation in strict accordance with the terms hereof and
      thereof, notwithstanding any conduct or custom on the part of the
      Department in refraining from so doing at any time or times. The failure
      of the Department at any time or times to enforce the Department's rights
      under such provisions, strictly in accordance with the same, shall not be
      construed as having created a custom in any way or manner contrary to
      specific provisions of this Agreement or any such documentation or as
      having in any way or manner modified or waived the same.
          
            (b) Any permit, consent or approval of any kind or character on the
      part of the Department under this Agreement, and any waiver of any
      provision or condition of this Agreement, must be in writing and executed
      by the Department and shall be effective only to the extent specifically
      set forth in such writing.


                                        6
<PAGE>

            (c) All covenants and agreements of the Borrower contained herein or
      made in writing in connection herewith shall survive and continue until
      the Loan is entirely paid and all of the Borrower's obligations hereunder
      have been entirely satisfied.

            (d) This Agreement, the Commitment Letter accepted by Borrower on
      May 21, 1997, the Note, and the Security Agreement and all other
      agreements delivered pursuant hereto shall be deemed to be contracts made
      under the laws of the Commonwealth of Pennsylvania and, for all purposes,
      shall be construed in accordance with the laws of such Commonwealth.

            (e) This Agreement may be executed in as many counterparts as may be
      deemed necessary and convenient and each of which, when so executed, shall
      be deemed an original, but all such counterparts shall constitute but one
      and the same instrument.

            (f) This Agreement, the Note, and the Security Agreement constitute
      the entire agreement between the Department and the Borrower. Such
      instruments may be modified only by a written instrument duly executed by
      the Department and the Borrower.

            (g) Any notices or consents required or permitted by this Agreement
      shall be deemed sufficient if in writing and addressed to the Borrower or
      the Department, as applicable, and shall be deemed to be delivered if
      delivered in person or sent by certified or registered mail, postage
      prepaid, return receipt requested, addressed to the Borrower or the
      Department, as applicable, at the addresses set forth at the beginning of
      this Agreement. Notice shall be effective on delivery if delivered in
      person or on the fifth business day following mailing if mailed.

            (h) The terms and provisions of this Agreement are severable. In the
      event of the unenforceability or invalidity of any one or more of the
      terms, covenants, conditions or provisions of this Agreement under
      federal, state or other applicable law, such unenforceability or
      invalidity shall not render any other term, covenant, condition or
      provision hereof unenforceable or invalid.

            (i) This Agreement shall take effect as an instrument under seal.

            (j) The Borrower, from time to time, shall execute such further
      instruments as the Department may reasonably request to further confirm
      and assure the interests and rights created or intended to be created in
      favor of the Department hereunder or under the Security Agreement or the
      Note.

            (k) This Agreement shall be binding upon and inure to the benefit of
      the Borrower, the Department and their respective successors and assigns,
      except that the Borrower may not assign or transfer its rights hereunder
      without the prior written consent of the Department.

            (l) The parties do not intend the benefits of this Agreement to
      inure to any third party. No portion of the Department's commitment to
      make the Loan will, at any time, be subject to attachment or levy by any
      creditor of the Borrower or by any contractor, subcontractor, materialman
      or supplier or any creditor of any such contractor, subcontractor,
      materialman or supplier. Notwithstanding anything contained herein or in
      the Note, the Security Agreement, or any other document executed in
      connection with this transaction, or any conduct or course of conduct by
      any of the parties hereto, before or after signing this Agreement or any
      of the other aforesaid documents, this Agreement shall not be construed as
      creating any rights, claims, or


                                        7
<PAGE>

      causes of action against the Department, in favor of any contractor,
      subcontractor, supplier of labor or materials, or any of their respective
      creditors, or any other person or entity other than the Borrower.

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.

WITNESS:                   COMMONWEALTH OF PENNSYLVANIA, acting
                           by and through the DEPARTMENT OF
                           COMMUNITY AND ECONOMIC
                           DEVELOPMENT


/s/ Mark Zearfaus          By /s/ Emily J. White
------------------------     --------------------------------------------------
                                Secretary of Community and Economic Development

(OFFICIAL SEAL)

ATTEST:                    UNITEL VIDEO, INC., a Delaware corporation


/s/ Karen Ceil Lapidus     By /s/ Barry Knepper
-------------------------     -------------------------------------------------
Secretary                       President

(CORPORATE SEAL)


                                        8
<PAGE>

                                   EXHIBIT "A"

                                    EQUIPMENT

One (1) SMS 7000 Production Router (Textronix) Serial No. B23655
One (1) 4000-3 Dig. Production Switcher (Textronix) Serial No. A89063
One (1) Dveous Digital Equipment (Scitex digital Video) Serial No.
5100SY14390177


                                        9
<PAGE>

                                   EXHIBIT "B"

                            NONDISCRIMINATION CLAUSE


      During the term of this contract, the Borrower agrees as follows:

      l. the Borrower shall not discriminate against any employe, applicant for
employment, independent contractor or any other person because of race, color,
religious creed, ancestry, national origin, age or sex. The Borrower shall take
affirmative action to insure that applicants are employed, and that employes or
agents are treated during employment, without regard to their race, color,
religious creed, ancestry, national origin, age or sex. Such affirmative action
shall include, but is not limited to: employment, upgrading, demotion or
transfer, recruitment or recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training. The Borrower
shall post in conspicuous places, available to employes, agents, applicants for
employment and other persons, a notice to be provided by the contracting agency
setting forth the provisions of this nondiscrimination clause.

      2. the Borrower shall in advertisements or requests for employment placed
by it or on its behalf, state that all qualified applicants will receive
consideration for employment without regard to race, color, religious creed,
ancestry, national origin, age, or sex.

      3. the Borrower shall send each labor union or workers' representative
with which they have a collective bargaining agreement or other contract or
understanding, a notice advising said labor union or workers' representative of
their commitment to this nondiscrimination clause. Similar notice shall be sent
to every other source of recruitment regularly utilized by the Borrower.

      4. it shall be no defense to a finding of noncompliance with this
nondiscrimination clause that the Borrower had delegated some of its employment
practices to any union, training program or other source of recruitment which
prevents it from meeting its obligations. However, if the evidence indicates
that the Borrower was not on notice of the third-party discrimination or made a
good faith effort to correct it, such factor shall be considered in mitigation
in determining appropriate sanctions.

      5. where the practices of a union or of any training program or other
source of recruitment will result in the exclusion of minority group persons, so
that the Borrower will be unable to meet its obligations under this
nondiscrimination clause, the Borrower shall then employ and fill vacancies
through other nondiscriminatory employment procedures.

      6. the Borrower shall comply with all state and federal laws prohibiting
discrimination in hiring or employment opportunities. In the event of the
Borrower's noncompliance with the nondiscrimination clause of this contract or
with any such laws, this contract may be terminated or suspended, in whole or in
part, and the Borrower may be declared temporarily ineligible for further
Commonwealth contracts, and other sanctions may be imposed and remedies invoked.

      7. upon request, the Borrower shall furnish all necessary employment
documents and records to, and permit access to its books, records and accounts
by, the contracting agency and the Office of Administration, Bureau of
Affirmative Action, for purposes of investigation to ascertain compliance with
the provisions of this clause. If the Borrower does not possess documents or
records reflecting the necessary information requested, it shall furnish such
information on reporting forms supplied by the contracting agency or the Bureau
of Affirmative Action.

      8. the Borrower shall actively recruit minority subcontractors or
subcontractors with substantial minority representation among its employes.

      9. the Borrower shall include the provisions of this nondiscrimination
clause in every subcontract, so that such provisions will be binding upon each
subcontractor.


                                       10
<PAGE>

      10. the Borrower obligations under this clause are limited to the
Borrower's facilities within Pennsylvania or, where the contract is for purchase
of goods manufactured outside of Pennsylvania, the facilities at which such
goods are actually produced.


                                       11
<PAGE>

                                   EXHIBIT "C"

                         CONTRACTOR INTEGRITY PROVISIONS


      1. Definitions.

      a. Confidential information means information that is not public
knowledge, or available to the public on request, disclosure of which would give
an unfair, unethical, or illegal advantage to another desiring to contract with
the Commonwealth.

      b. Consent means written permission signed by a duly authorized officer or
employee of the Commonwealth, provided that where the material facts have been
disclosed, in writing, by prequalification, bid, proposal, or contractual terms,
the Commonwealth shall be deemed to have consented by virtue of execution of
this Agreement.

      c. Commonwealth means the Commonwealth of Pennsylvania Acting by and
Through its Department of Community and Economic Development and any agencies
and instrumentalities of the Commonwealth of Pennsylvania for which the
Department of Community and Economic Development provides staff services
(including without limitation the Pennsylvania Industrial Development Authority,
Pennsylvania Economic Development Financing Authority, Pennsylvania Energy
Development Authority, and Pennsylvania Minority Business Development
Authority).

      d. Contractor means the individual or entity that has entered into an
agreement with the Commonwealth, assumed the obligations of another to repay
moneys to the Commonwealth, or is the intended beneficiary of, and has knowingly
received benefits under, an agreement between the Commonwealth and a financial
intermediary or educational institution, including directors, officers,
partners, managers, key employees, and owners of more than a 5% interest.

      e. Financial Interest means:

            (1) ownership of more than a 5% interest in any business; or

            (2) holding a position as an officer, director, trustee, partner,
      employee, or the like, or holding any position of management.

      f. Gratuity means any payment of more than nominal monetary value in the
form of cash, travel, entertainment, gifts, meals, lodging, loans,
subscriptions, advances, deposits of money, services, employment, or contracts
of any kind.

      2. The Contractor shall take no action in violation of state or federal
laws, regulations, or other requirements that govern contracting with the
Commonwealth.

      3. The Contractor shall not, in connection with this or any other
agreement with the Commonwealth, directly or indirectly offer, confer, or agree
to confer any pecuniary benefit on anyone as consideration for the decision,
opinion, recommendation, vote, other exercise of discretion, or violation of a
known legal duty by any officer or employee of the Commonwealth.

      4. The Contractor shall not, in connection with this or any other
agreement with the Commonwealth, directly or indirectly offer, give, or agree or
promise to give to anyone any gratuity for the benefit of or at the direction or
request of any officer or employee of the Commonwealth.

      5. Except with the consent of the Commonwealth, the Contractor shall not
have a financial interest in any other contractor, subcontractor, or supplier
providing services, labor, or material on this project.


                                       12
<PAGE>

      6. The Contractor, upon being informed that any violation of these
provisions has occurred or may occur, shall immediately notify the Commonwealth
in writing.

      7. The Contractor, by execution of this Agreement and by the submission of
any bills or invoices for payment pursuant thereto, certifies and represents
that he has not violated any of these provisions.

      8. The Contractor, upon the inquiry or request of the Inspector General of
the Commonwealth or any of that official's agents or representatives, shall
provide, or if appropriate, make promptly available for inspection or copying,
any information of any type or form relevant to the Contractor's compliance with
this Agreement (including without limitation these provisions relating to
Contractor integrity). Such information shall be retained by the Contractor for
a period of three years beyond the termination of the contract unless provided
by law.

      9. For violation of any of the above provisions, the Commonwealth may
declare an event of default hereunder, subject to applicable notice and cure
provisions, and debar and suspend the Contractor from doing business with the
Commonwealth, including without limitation participation in its financial
assistance programs. These rights and remedies are cumulative, and the use or
nonuse of any one shall not preclude the use of all or any other. These rights
and remedies are in addition to those the Commonwealth may have under law,
statute, regulation, or otherwise.


                                       13
<PAGE>

                                   EXHIBIT "D"

                      CONTRACTOR RESPONSIBILITY PROVISIONS


      1. The Contractor certifies that it is not currently under suspension or
debarment by the Commonwealth, any other state, or the federal government, and
if the Contractor cannot so certify, then it agrees to submit along with the
bid/proposal a written explanation of why such certification cannot be made.

      2. If the Contractor enters into any subcontracts or employs under this
contract any subcontractors/individuals who are currently suspended or debarred
by the Commonwealth or the federal government or who become suspended or
debarred by the Commonwealth or federal government during the term of this
contract or any extensions or renewals thereof, the Commonwealth shall have the
right to require the Contractor to terminate such subcontracts or employment.

      3. The Contractor agrees to reimburse the Commonwealth for the reasonable
costs of investigation incurred by the Office of Inspector General for
investigations of the Contractor's compliance with terms of this or any other
agreement between the Contractor and the Commonwealth which result in the
suspension or debarment of the Contractor. Such costs shall include, but not be
limited to, salaries of investigators, including overtime; travel and lodging
expenses; and expert witness and documentary fees. The Contractor shall not be
responsible for investigative costs for investigations which do not result in
the Contractor's suspension or debarment.

      4. The Contractor may obtain the current list of suspended and debarred
contractors by contacting the:

                              Department of General Services
                              Office of Chief Counsel
                              603 North Office Building
                              Harrisburg, PA 17125
                              Telephone No. (717) 783-6472
                              Fax No. (717) 787-9138


                                      14
<PAGE>

                                   EXHIBIT "E"

                   AMERICANS WITH DISABILITIES ACT PROVISIONS


            During the term of this contract, the Contractor agrees as follows:

      1. Pursuant to federal regulations promulgated under the authority of The
Americans With Disabilities Act, 28 C.F.R. ss.35.101 et seq., the Contractor
understands and agrees that no individual with a disability shall, on the basis
of the disability, be excluded from participation in this contract or from
activities provided for under this contract. As a condition of accepting and
executing this contract, the Contractor agrees to comply with the "General
Prohibitions Against Discrimination," 28 C.F.R. ss.35.130, and all other
regulations promulgated under Title II of The Americans With Disabilities Act
which are applicable to the benefits, services, programs, and activities
provided by the Commonwealth of Pennsylvania through contracts with outside
contractors.

      2. The Contractor shall be responsible for and agrees to indemnify and
hold harmless the Commonwealth of Pennsylvania from all losses, damages,
expenses, claims, demands, suits, and actions brought by any party against the
Commonwealth of Pennsylvania as a result of the Contractor's failure to comply
with the provisions of paragraph 1 above.

      3. "Contractor" means the individual or entity that has entered into this
Agreement with the Commonwealth.


                                       15