AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           Dated as of August 10, 1998

                                  by and among

                           ESQUIRE COMMUNICATIONS LTD.
                                   as Borrower


                         ANTARES LEVERAGED CAPITAL CORP.
                           for itself, as a Lender and
                            as Agent for all Lenders

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO
                                   as Lenders

<PAGE>


                                TABLE OF CONTENTS

                           ARTICLE I - THE CREDITS........................  1
  1.1  Amount and Terms of Commitment.....................................  1
        (a)  Intentionally Omitted......................................... 1
        (b)  The Revolving Credit.......................................... 1
        (c)  Lender Letters of Credit and Letter of 
              Credit Participation  Agreements..............................4
  1.2  Notes................................................................5
  1.3  Interest.............................................................5
  1.4  Loan Accounts........................................................6
  1.5  Procedure for Revolving Credit Borrowing.............................6
  1.6  Conversion and Continuation Elections................................7
  1.7  Optional Prepayments.................................................9
  1.8  Mandatory Prepayments of Loans.......................................9
        (a)  Revolving Loan.................................................9
        (b)  Issuance of Securities.........................................9
  1.9  Fees.................................................................10
        (a)  Arrangement and Agent's Fees...................................10
        (b)  Commitment Fee.................................................10
        (c)  Letter of Credit Participation Fee.............................10
  1.10  Payments by the Borrower........................................... 11
  1.11  Payments by the Lenders to the Agent............................... 11
  1.12  Disbursements of Advances; Settlements Among 
           Agent and Lenders; Payments of Interest and 
           Fees; Disgorgement Obligations...................................12
  1.13  Security............................................................13

                               ARTICLE II - CONDITIONS PRECEDENT............13
  2.1  Conditions of Initial Loans..........................................13
        (a)  Credit Agreement and Notes.....................................13
        (b)  Secretary's Certificates; Resolutions; 
                    Incumbency..............................................14
        (c)  Articles of Incorporation; By-laws and Good 
                    Standing................................................14
        (d)  Master Reaffirmation; Collateral Documents.....................14
        (e)  Legal Opinions.................................................15
        (f)  Payment of Fees................................................15
        (g)  Certificate....................................................15
        (h)  Financial Statements...........................................16
        (i)  Insurance Policies.............................................16
        (j)  Environmental Review...........................................16
        (k)  Due Diligence..................................................16
        (l)  Accountants' Review............................................16
        (m)  Insurance Review...............................................16
        (n)  Availability Certificate.......................................16
        (o)  Related Transactions...........................................16
        (p)  Prior Indebtedness.............................................16
        (r)  Other Documents................................................17
  2.2  Conditions to All Borrowings.........................................17
        (a)  Notice of Borrowing............................................17
        (b)  Continuation of Representations and 
               Warranties...................................................17
        (d)  No Existing Default............................................17
        (e)  Availability Certificate.......................................17
      (f)      Subsidiary...................................................17
  2.3  Conditions to Certain Revolving Loans................................18
        (a)  Evidence of Perfected First Priority 
               Security Interest............................................18
        (b)  Approval.......................................................18
        (c)  Availability Certificate.......................................18
        (d)  Additional Documentation.......................................18

                       ARTICLE III - REPRESENTATIONS AND WARRANTIES.........19
  3.1  Corporate Existence and Power........................................19
  3.2  Corporate Authorization; No Contravention............................19
  3.3  Governmental Authorization...........................................20
  3.4  Binding Effect.......................................................20
  3.5  Litigation...........................................................20
  3.6  No Default...........................................................21
  3.7  ERISA Compliance.....................................................21
  3.8  Use of Proceeds; Margin Regulations..................................22
  3.9  Title to Properties..................................................22
  3.10 Taxes................................................................22
  3.11 Financial Condition..................................................22
  3.12 Environmental Matters................................................23
  3.13 Collateral Documents.................................................23
  3.14 Regulated Entities...................................................23
  3.15 No Burdensome Restrictions...........................................23
  3.16 Solvency.............................................................23
  3.17 Labor Relations......................................................23
  3.18 Copyrights, Patents, Trademarks and Licenses, 
         etc................................................................23
  3.19 Subsidiaries.........................................................24
  3.20 Brokers' Fees; Transaction Fees......................................24
  3.21 Insurance............................................................24
  3.22 Full Disclosure......................................................24
  3.23 Year 2000 Issues.....................................................24

                                 ARTICLE IV - AFFIRMATIVE COVENANTS.........25
  4.1  Financial Statements.................................................25
  4.2  Certificates; Availability Certificates; Other 
         Information........................................................26
  4.3  Notices..............................................................27
  4.4  Preservation of Corporate Existence, Etc.............................29
  4.5  Maintenance of Property..............................................29
  4.6  Insurance............................................................29
  4.7  Payment of Obligations...............................................30
  4.8  Compliance with Laws.................................................30
  4.9  Inspection of Property and Books and Records.........................30
  4.10 Use of Proceeds......................................................31
  4.11 Solvency.............................................................31
  4.12 Further Assurances...................................................31

                                   ARTICLE V - NEGATIVE COVENANTS...........31
  5.1  Limitation on Liens..................................................31
  5.2  Disposition of Assets................................................32
  5.3  Consolidations and Mergers...........................................33
  5.4  Loans and Investments................................................33
  5.5  Limitation on Indebtedness...........................................34
  5.6  Transactions with Affiliates.........................................34
  5.7  Management Fees and Compensation.....................................35
  5.8  Use of Proceeds......................................................35
  5.9  Contingent Obligations...............................................35
  5.10 Compliance with ERISA................................................35
  5.11 Operating Lease Obligations..........................................36
  5.12 Restricted Payments..................................................36
  5.13 Change in Business...................................................37
  5.14 Change in Structure..................................................37
  5.15 Accounting Changes...................................................37
  5.16 Amendments to Related Agreements and 
         Subordinated Indebtedness..........................................37
  5.17 Acquisitions.........................................................38

                                  ARTICLE VI - FINANCIAL  COVENANTS.........39
  6.1  Capital Expenditures.................................................39
  6.2  Leverage Ratio.......................................................39
  6.3  Fixed Charge Coverage Ratio..........................................39
  6.4  Interest Coverage Ratio..............................................39

                                   ARTICLE VII - EVENTS OF DEFAULT..........39
  7.1  Event of Default.....................................................39
        (a)  Non-Payment....................................................39
        (b)  Representation or Warranty.....................................39
        (c)  Specific Defaults..............................................40
        (d)  Other Defaults.................................................40
        (e)  Cross-Default..................................................40
        (f)  Insolvency; Voluntary Proceedings..............................40
        (g)  Involuntary Proceedings........................................40
        (h)  ERISA..........................................................41
        (i)  Monetary Judgments.............................................41
        (j)  Non-Monetary Judgments.........................................41
        (k)  Collateral.....................................................42
        (m)  Subsidiary Guaranty............................................42
        (n)  Invalidity of Subordination Provisions.........................42
  7.2  Remedies.............................................................42
  7.3  Rights Not Exclusive.................................................43
  7.4  Cash Collateral for Letters of Credit................................43

                                      ARTICLE VIII - THE AGENT..............43
  8.1  Appointment and Authorization........................................43
  8.2  Delegation of Duties.................................................43
  8.3  Liability of Agent...................................................44
  8.4  Reliance by Agent....................................................44
  8.5  Notice of Default....................................................44
  8.6  Credit Decision......................................................45
  8.7  Indemnification......................................................45
  8.8  Agent in Individual Capacity.........................................46
  8.9  Successor Agent......................................................46
  8.10 Collateral Matters...................................................47

                                     ARTICLE IX - MISCELLANEOUS.............47
  9.1  Amendments and Waivers...............................................47
  9.2  Notices..............................................................48
  9.3  No Waiver; Cumulative Remedies.......................................49
  9.4  Costs and Expenses...................................................49
  9.5  Indemnity............................................................50
  9.6  Marshalling; Payments Set Aside......................................51
  9.7  Successors and Assigns...............................................51
  9.8  Assignments, Participations, etc.....................................51
  9.9  Confidentiality......................................................53
  9.10 Set-off; Sharing of Payments.........................................54
  9.11 Automatic Debits of Fees.............................................54
  9.12 Notification of Addresses, Lending Offices, Etc......................55
  9.13 Counterparts.........................................................55
  9.14 Severability.........................................................55
  9.15 Captions.............................................................55
  9.16 Independence of Provisions...........................................55
  9.17 Interpretation.......................................................55
  9.18 No Third Parties Benefited...........................................55
  9.19 Governing Law and Jurisdiction.......................................55
  9.20 Waiver of Jury Trial.................................................56
  9.21 Entire Agreement.....................................................57
  9.22 Continued Effective; No Novation.....................................57

                         ARTICLE X - TAXES, YIELD PROTECTION AND ILLEGALITY.58
  10.1 Taxes................................................................58
  10.2 Illegality...........................................................60
  10.3 Increased Costs and Reduction of Return..............................61
  10.4 Funding Losses.......................................................61
  10.5 Inability to Determine Rates.........................................62
  10.6 Reserves on LIBOR Rate Loans.........................................62
  10.7 Certificates of Lenders..............................................63
  10.8 Survival.............................................................63
  10.9 Replacement of Lender in Respect of Increased 
         Costs..............................................................63

                                      ARTICLE XI - DEFINITIONS..............63

  11.1 Defined Terms........................................................63
  11.2 Other Interpretive Provisions........................................80
         (a)  Defined Terms.................................................80
         (b)  The Agreement.................................................80
         (c)  Certain Common Terms..........................................80
         (d)  Performance; Time.............................................80
         (e)  Contracts.....................................................80
         (f)  Laws..........................................................80
  11.3 Accounting Principles................................................81

<PAGE>

                                    SCHEDULES

Schedule 1.1(b)                   Revolving Loan Commitments
Schedule 3.2                      Capitalization
Schedule 3.5                      Litigation
Schedule 3.7                      ERISA
Schedule 3.11                     Liabilities
Schedule 3.12                     Environmental Matters
Schedule 3.18                     Intellectual Property
Schedule 3.19                     Subsidiaries and Equity Investments
Schedule 5.1                      Liens
Schedule 5.5                      Indebtedness
Schedule 5.8                      Contingent Obligations
Schedule 11.1                     Prior Indebtedness

EXHIBITS

Exhibit A                         Availability Certificate
Exhibit B                         Notice of Borrowing
Exhibit C                         Notice of Continuation/Conversion
Exhibit D                         Revolving Note

<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT


          This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is
entered into as of August 10, 1998, by and among Esquire Communications Ltd., a
Delaware corporation (the "Borrower"), Antares Leveraged Capital Corp., a
Delaware corporation, as agent (the "Agent") for the several financial
institutions from time to time party to this Agreement (collectively, the
"Lenders" and individually each a "Lender") and for itself as a Lender and such
Lenders.

                              W I T N E S S E T H:

          WHEREAS, the Borrower, Agent and certain of the Lenders are parties to
that certain Credit Agreement dated as of December 24, 1996 (as heretofore
amended, modified and supplemented, the "Existing Credit Agreement"); and

          WHEREAS, the Borrower, Agent and Lenders desire to amend and restate
in its entirety the Existing Credit Agreement, all on the terms and subject to
the conditions contained herein;

          NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties hereby amend and restate in its
entirety the Existing Credit Agreement.


                             ARTICLE I - THE CREDITS

          1.1 Amount and Terms of Commitment.

          (a) Intentionally Omitted.

          (b) The Revolving Credit. Each Lender with a Revolving Loan Commitment
severally and not jointly agrees, on the terms and conditions hereinafter set
forth, to make Loans to the Borrower (each such Loan, a "Revolving Loan") from
time to time on any Business Day during the period from the Restatement
Effective Date to the Revolving Termination Date, in an aggregate amount not to
exceed at any time outstanding the amount set forth opposite the Lender's name
in Schedule 1.1(b) under the heading "Revolving Loan Commitment" (such amount as
the same may be reduced from time to time as a result of one or more assignments
pursuant to Section 9.8, being referred to herein as such Lender's "Revolving
Loan Commitment"); provided, however, that, after giving effect to any Borrowing
of Revolving Loans, the aggregate principal amount of all outstanding Revolving
Loans shall not exceed the Maximum Revolving Loan Balance. Within the limits of
each Lender's Revolving Loan Commitment, and subject to the other terms and
conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid
and reborrowed from time to time. The "Maximum Revolving Loan Balance" from time
to time will be the lesser of:

          (i) the sum of (A) the product obtained by multiplying four(4), times
Adjusted Court Reporting EBIDAT and (B) the product obtained by multiplying
three(3)(or such larger multiple, not to exceed three and one-half (3.5) as
Agent and, if Requisite Lender approval of the Acquisition is required pursuant
to subsection 5.17(a), Requisite Lenders, may approve), times Adjusted Staffing
Services EBIDAT, or

          (ii) the Aggregate of all Revolving Loan Commitments then in effect;

less, in either case, any Letter of Credit Reserve then in effect. If at any
time the Revolving Loans exceed the Maximum Revolving Loan Balance, then
Revolving Loans must be repaid immediately in an amount sufficient to eliminate
such excess.

          For purposes of this Agreement, the following terms shall have the
following meanings:

          "Adjusted EBIDAT" means the sum of Adjusted Court Reporting EBIDAT and
Adjusted Staffing Services EBIDAT.

          "Adjusted Court Reporting EBIDAT" means, as of any determination date,
the sum of the following:

          (1)  with respect to court reporting businesses/companies owned by
               Borrower for twelve (12) months or more for which Agent has
               received financial statements for not less than a twelve (12)
               month period, (a) EBIDAT for the trailing twelve (12) month
               period ending on the last day of the immediately preceding month
               for which Agent has received financial statements, minus (b)
               Capital Expenditures for such period, plus (c) in Agent's
               discretion, verifiable expense reductions expected to be realized
               and for which Borrower has provided evidence satisfactory to
               Agent of such expense reductions, minus (d) increases in expenses
               which are reasonably anticipated to occur, plus (e) Capital
               Expenditures for such period which Capital Expenditures Agent has
               agreed to add back to EBIDAT; plus

          (2)  with respect to court reporting businesses/companies owned by
               Borrower for twelve (12) months or less for which Agent has not
               received from Borrower financial statements for at least a twelve
               (12) month period, (a) EBIDAT for each full month owned by
               Borrower for which Agent has received financial statements, plus
               (b) EBIDAT for that number of months immediately prior to
               Borrower's acquisition equal to twelve minus the number of full
               months owned by Borrower for which Agent has received financial
               statements, as calculated by Borrower in good faith based on
               financial statements delivered by the former owner/seller and
               approved by Agent (provided, however, that in the event such
               financial statements are not on a monthly basis, Borrower and
               Agent will work together in good faith to allocate EBIDAT over
               the period covered by such financial statements), plus (c) Excess
               Owner's Compensation, less (d) Capital Expenditures for such
               twelve (12) month period, including Capital Expenditures expended
               during such period but prior to Borrower's acquisition of such
               court reporting business/company, plus (e) in Agent's discretion,
               verifiable expense reductions expected to be realized and for
               which Borrower has provided evidence satisfactory to Agent of
               such expense reductions, minus (f) increases in expenses which
               are reasonably anticipated to occur, plus (g) Capital
               Expenditures for such period which Capital Expenditures Agent has
               agreed to add back to EBIDAT.

          "Adjusted Staffing Services EBIDAT" means, as of any determination 
date, the sum of  the following:

          (1)  with respect to executive placement and temporary legal services
               businesses/companies owned by Borrower for twelve (12) months or
               more for which Agent has received financial statements for not
               less than a twelve (12) month period, (a) EBIDAT for the trailing
               twelve (12) month period ending on the last day of the
               immediately preceding month for which Agent has received
               financial statements, minus (b) Capital Expenditures for such
               period, plus (c) in Agent's discretion, verifiable expense
               reductions expected to be realized and for which Borrower has
               provided evidence satisfactory to Agent of such expense
               reductions, minus (d) increases in expenses which are reasonably
               anticipated to occur, plus (e) Capital Expenditures for such
               period which Capital Expenditures Agent has agreed to add back to
               EBIDAT; plus

          (2)  with respect to executive placement and temporary legal services
               businesses/companies owned by Borrower for twelve (12) months or
               less for which Agent has not received from Borrower financial
               statements for at least a twelve (12) month period, (a) EBIDAT
               for each full month owned by Borrower for which Agent has
               received financial statements, plus (b) EBIDAT for that number of
               months immediately prior to Borrower's acquisition equal to
               twelve minus the number of full months owned by Borrower for
               which Agent has received financial statements, as calculated by
               Borrower in good faith based on financial statements delivered by
               the former owner/seller and approved by Agent (provided, however,
               that in the event such financial statements are not on a monthly
               basis, Borrower and Agent will work together in good faith to
               allocate EBIDAT over the period covered by such financial
               statements), plus (c) Excess Owner's Compensation, less (d)
               Capital Expenditures for such twelve (12) month period, including
               Capital Expenditures expended during such period but prior to
               Borrower's acquisition of such executive placement or temporary
               legal services business/company, plus (e) in Agent's discretion,
               verifiable expense reductions expected to be realized and for
               which Borrower has provided evidence satisfactory to Agent of
               such expense reductions, minus (f) increases in expenses which
               are reasonably anticipated to occur, plus (g) Capital
               Expenditures for such period which Capital Expenditures Agent has
               agreed to add back to EBIDAT.

          "Excess Owner's Compensation" means the net compensation, salaries and
benefits paid prior to Borrower's acquisition of (i) the court reporting
business/company or (ii) the executive placement or temporary legal services
business/company to former owners, sellers and former management personnel which
are no longer required to be paid by Borrower or any of its Subsidiaries, to the
extent deducted in computing EBIDAT pursuant to clause 2(a) above in each of the
definitions of Adjusted Court Reporting EBIDAT and Adjusted Staffing Services
EBIDAT, minus the compensation, salaries and benefits Borrower would have had to
pay had Borrower owned such court reporting business/company or executive
placement or temporary legal services business/company during such period.

          (c) Lender Letters of Credit and Letter of Credit Participation
Agreements. Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of Borrower herein set forth,
the Revolving Loan Commitment may, in addition to advances under the Revolving
Loan, be utilized, upon the request of Borrower, for (i) the issuance of letters
of credit by Agent (each such letter of credit, a "Lender Letter of Credit") or
(ii) the issuance of letter of credit participation agreements by Agent (each
such letter of credit participation, a "Letter of Credit Participation
Agreement") to confirm payment to banks (whether or not such banks are Lenders)
which issue letters of credit for the account of Borrower on behalf of each
Lender having a Revolving Loan Commitment (severally and not jointly) according
to such Lender's Revolving Loan Commitment.

          The aggregate amount of Letter of Credit Participation Liability with
respect to all Lender Letters of Credit and Letter of Credit Participation
Agreements outstanding at any time shall not exceed $1,000,000.

          The Borrower shall be irrevocably and unconditionally obligated
forthwith without presentment, demand, protest or other formalities of any kind,
to reimburse the Agent for any amounts paid by the Agent under any Lender Letter
of Credit or Letter of Credit Participation Agreement. The Borrower hereby
authorizes and directs the Lenders, at the Agent's option, to make a Revolving
Loan in the amount of any payment made by the Agent with respect to any Lender
Letter of Credit or Letter of Credit Participation Agreement. All amounts paid
by the Agent with respect to any Lender Letter of Credit or Letter of Credit
Participation Agreement that are not immediately repaid by Borrower with the
proceeds of a Revolving Loan or otherwise shall bear interest at the interest
rate then applicable to Revolving Loans, calculated using the Base Rate and the
Applicable Margin in effect. Each Lender agrees to fund its Commitment
Percentage of any Revolving Loan made pursuant to this subsection 1.1(c) and, if
no such Revolving Loans are made, each Lender agrees to purchase, and shall be
deemed to have purchased, a participation in such Lender Letter of Credit or
Letter of Credit Participation Agreement in an amount equal to its ratable share
of such Lender Letter of Credit or Letter of Credit Participation Agreement
based upon the Revolving Loan Commitments then in effect and each Lender agrees
to pay to the Agent such share of any payments made by the Agent under such
Lender Letter of Credit or Letter of Credit Participation Agreement. The
obligations of each Lender under the preceding two (2) sentences shall be
absolute and unconditional and such remittance shall be made notwithstanding the
occurrence or continuation of an Event of Default or Default or the failure to
satisfy any condition set forth in Section 2.2 hereof.

          In addition to all other terms and conditions set forth in this
Agreement, the issuance by Agent of any Lender Letter of Credit or Letter of
Credit Participation Agreement shall be subject to the conditions precedent that
the Lender Letter of Credit, Letter of Credit Participation Agreement or the
letter of credit or written contract for which Borrower requests a Letter of
Credit Participation Agreement shall support a transaction entered into by
Borrower in the Ordinary Course of Business of Borrower and shall be in such
form, be for such amount, and contain such terms as are reasonably satisfactory
to Agent.

          The expiration date of each Lender Letter of Credit shall be on a date
which is the earlier of (a) one year from its date of issuance, or (b) the
thirtieth day before the Revolving Termination Date. Each Letter of Credit
Participation Agreement shall provide that the Letter of Credit Participation
Agreement terminates and all demands or claims for payment must be presented by
a date certain, which date will be the earlier of (a) one year from its date of
issuance, or (b) the thirtieth day before the Revolving Termination Date.

          Borrower shall give Agent at least ten (10) Business Days prior notice
specifying the date a Lender Letter of Credit or Letter of Credit Participation
Agreement is to be issued, identifying the beneficiary and describing the nature
of the transactions proposed to be supported thereby. The notice shall be
accompanied by the form of the Lender Letter of Credit or the letter of credit
or other written contract to be guarantied.

          1.2 Notes. The Revolving Loans made by each Lender shall be evidenced
by a Revolving Note payable to the order of such Lender in an amount equal to
such Lender's Revolving Loan Commitment.

          1.3 Interest. (a) Subject to subsections 1.3(c) and 1.3(d), each Loan
shall bear interest on the outstanding principal amount thereof from the date
when made at a rate per annum equal to the LIBOR or the Base Rate, as the case
may be, plus the Applicable Margin, as the same may be adjusted pursuant to the
provisions of the definition of Applicable Margin. Commencing on the first day
of the first full month after the Restatement Effective Date, and continuing
thereafter, the Applicable Margin for Loans shall be subject to adjustment as
set forth in the definition of Applicable Margin. Any change in the interest
rate on a Loan resulting from a change in the Applicable Margin shall become
effective as of the first day of the month immediately succeeding the month in
which such change in the Applicable Margin becomes effective. The Agent will
with reasonable promptness notify the Borrower and the Lenders of the effective
date and the amount of each such change, provided that any failure to do so
shall not relieve the Borrower of any liability hereunder or provide the basis
for any claim against the Agent. Each determination of an interest rate by the
Agent shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error. All computations of fees and interest payable under
this Agreement shall be made on the basis of a 360-day year and actual days
elapsed. Interest and fees shall accrue during each period during which interest
or such fees are computed from the first day thereof to the last day thereof.

          (b) Interest on each Loan shall be paid in arrears on each Interest
Payment Date. Interest shall also be paid on the date of any payment or
prepayment of Loans in full pursuant to Section 1.7 and/or 1.8, and, during the
existence of any Event of Default, interest shall be payable on demand of the
Agent.

          (c) At the election of the Agent or the Requisite Lenders while any
Event of Default exists, the Borrower shall pay interest (after as well as
before entry of judgment thereon to the extent permitted by law) on the
Obligations, at a rate per annum which is determined by adding two percent
(2.0%) per annum to the Applicable Margin then in effect for such Loans (plus
the LIBOR or Base Rate, as the case may be) and, in the case of Obligations not
subject to an Applicable Margin (other than the fees described in Section 1.9),
at a rate per annum equal to the Base Rate plus two percent (2.0%); provided,
however, that, on and after the expiration of any Interest Period applicable to
any LIBOR Rate Loan outstanding on the date of occurrence of such Event of
Default, the principal amount of such Loan shall, during the continuation of
such Event of Default, bear interest at a rate per annum equal to the Base Rate
plus the Applicable Margin plus two percent (2.0%).

          (d) Anything herein to the contrary notwithstanding, the obligations
of the Borrower hereunder shall be subject to the limitation that payments of
interest shall not be required, for any period for which interest is computed
hereunder, to the extent (but only to the extent) that contracting for or
receiving such payment by the respective Lender would be contrary to the
provisions of any law applicable to such Lender limiting the highest rate of
interest which may be lawfully contracted for, charged or received by such
Lender, and in such event the Borrower shall pay such Lender interest at the
highest rate permitted by applicable law.

          1.4 Loan Accounts. The Agent, on behalf of the Lenders, shall record
on its books and records the amount of each Loan made, the interest rate
applicable, all payments of principal and interest thereon and the principal
balance thereof from time to time outstanding, and such record shall, absent
manifest error be conclusive evidence of the amount of the Loans made by the
Lenders to the Borrower and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower hereunder (and under any Note) to pay any amount
owing with respect to the Loans.

          1.5 Procedure for Revolving Credit Borrowing. (a) Each Borrowing under
the Revolving Loan shall be made upon the Borrower's irrevocable written notice
delivered to the Agent in the form of a Notice of Borrowing (which notice must
be received by the Agent prior to 10:30 a.m. (Chicago time) (x) on the requested
Borrowing date in the case of each Base Rate Loan equal to or less than
$1,000,000, (y) on the day which is one (1) Business Day prior to the requested
Borrowing date in the case of each Base Rate Loan in excess of $1,000,000 but
equal to or less than $3,000,000 and (z) on the day which is three (3) Business
Days prior to the requested Borrowing date in the case of each LIBOR Rate Loan
and each Base Rate Loan in excess of $3,000,000; provided, that with respect to
Loans subsequent to the initial Loans, the Borrower may give notice of the
requested Borrowing to the Agent by telephone call, with such notice confirmed
within 24 hours by delivery to the Agent of a signed Notice of Borrowing. Such
Notice of Borrowing shall specify:

                    (i) the amount of the Borrowing (which, in the case of a
          Borrowing of LIBOR Rate Loans, shall be in an aggregate minimum
          principal amount of $100,000 and multiples of $100,000 in excess
          thereof and in the case of Base Rate Loans, shall be in a minimum
          principal amount of $100,000 and multiples of $50,000 in excess
          thereof);

                    (ii) the requested Borrowing date, which shall be a Business
          Day;

                    (iii) whether the Borrowing is to be comprised of LIBOR Rate
          Loans or Base Rate Loans; and

                    (iv) if the Borrowing is to be LIBOR Rate Loans, the
          Interest Period applicable to such Loans.

provided, however, that with respect to the Borrowing to be made on the
Restatement Effective Date, if any, the Notice of Borrowing shall be delivered
to the Agent not later than 10:30 a.m. (Chicago time) one Business Day before
the Restatement Effective Date and such Borrowing will consist of Base Rate
Loans only.

          (b) Upon receipt of the Notice of Borrowing, the Agent will promptly
notify each Lender with a Commitment affected thereby of such Notice and of the
amount of such Lender's Commitment Percentage of the Borrowing.

          (c) Unless Agent is otherwise directed in writing by Borrower, the
proceeds of each requested Borrowing after the Restatement Effective Date will
be made available to the Borrower by the Agent by wire transfer (or ACH
transfer) of such amount to the Borrower at Union Bank of California, 530 B
Street, San Diego, CA 92101, ABA Number 122-00496 for the account of Esquire
Communications Ltd., Account No. 4000146892.

          1.6 Conversion and Continuation Elections. (a) The Borrower may upon
irrevocable written notice to the Agent in accordance with subsection 1.6(b):

                    (i) elect to convert on any Business Day, any Base Rate
          Loans (or any part thereof in an amount not less than $100,000, or
          that is in an integral multiple of $100,000 in excess thereof) into
          LIBOR Rate Loans or;

                    (ii) elect to convert on the last day of the applicable
          Interest Period any LIBOR Rate Loans having Interest Periods maturing
          on such day (or any part thereof in an amount not less than $100,000,
          or that is in an integral multiple of $100,000 in excess thereof) into
          Base Rate Loans; or

                    (iii) elect to renew on the last day of the applicable
          Interest Period any LIBOR Rate Loans having Interest Periods maturing
          on such day (or any part thereof in an amount not less than $100,000,
          or that is in an integral multiple of $100,000 in excess thereof);

provided, that if the aggregate amount of LIBOR Rate Loans in respect of any
Borrowing shall have been reduced, by payment, prepayment, or conversion of part
thereof to be less than $100,000, such LIBOR Rate Loans shall automatically
convert into Base Rate Loans, and on and after such date the right of the
Borrower to continue such Loans as, and convert such Loans into, LIBOR Rate
Loans, as the case may be, shall terminate.

          (b) The Borrower shall deliver a Notice of Conversion/Continuation to
be received by the Agent not later than 10:30 a.m. (Chicago time) at least three
(3) Business Days in advance of the requested Conversion Date or continuation
date, if the Loans are to be converted into or continued as LIBOR Rate Loans and
on the requested Conversion Date, if the Loans are to be converted into Base
Rate Loans, specifying:

                   (i) the proposed Conversion Date or continuation date;

                  (ii) the aggregate amount of Loans to be converted or renewed;
         and

                  (iii) the duration of the requested Interest Period with
         respect to any Loans to be converted or continued as LIBOR Rate Loans.

          (c) If upon the expiration of any Interest Period applicable to LIBOR
Rate Loans, the Borrower has failed to select timely a new Interest Period to be
applicable to such LIBOR Rate Loans, as the case may be, or if any Default or
Event of Default shall then exist, the Borrower shall be deemed to have elected
to convert such LIBOR Rate Loans into Base Rate Loans effective as of the
expiration date of such current Interest Period.

          (d) Upon receipt of a Notice of Conversion/Continuation, the Agent
will promptly notify each Lender thereof, or, if no timely notice is provided by
the Borrower, the Agent will promptly notify each Lender of the details of any
automatic conversion. All conversions and continuations shall be made pro rata
according to the respective outstanding principal amounts of the Loans with
respect to which the notice was given held by each Lender.

          (e) Unless the Requisite Lenders shall otherwise agree, during the
existence of a Default or Event of Default, the Borrower may not elect to have a
Loan converted into or continued as a LIBOR Rate Loan.

          (f) Notwithstanding any other provision contained in this Agreement,
after giving effect to any Borrowing, or to any continuation or conversion of
any Loans, there shall not be more than five (5) different Interest Periods in
effect.

          (g) The Agent will, with reasonable promptness, notify the Borrower
and the Lenders of each determination of a LIBOR Rate; provided that any failure
to do so shall not relieve the Borrower of any liability hereunder or provide
the basis for any claim against the Agent.

          1.7 Optional Prepayments. (a) Subject to Section 10.4, the Borrower
may at any time, (i) upon at least one (1) Business Day's written notice to the
Agent, prepay the Loans in whole or in part in an amount greater than $1,000,000
and (ii) prepay the Loans in part in an amount less than $1,000,000 but greater
than or equal to $100,000 without notice, in each instance, without penalty or
premium except as provided in Section 10.4. Optional prepayment in amounts less
than $100,000 shall not be permitted.

          (b) The notice of any prepayment shall not thereafter be revocable by
the Borrower and the Agent will promptly notify each Lender thereof and of such
Lender's Commitment Percentage of such prepayment. The payment amount specified
in such notice shall be due and payable on the date specified therein, together
with (i) accrued interest to such date on the amount prepaid, and (ii) any
amounts required to be paid in connection therewith pursuant to Section 10.4.

          (c) Amounts prepaid shall be applied first to any Base Rate Loans then
outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest
Periods remaining; provided, however, that if the amount of Base Rate Loans then
outstanding is not sufficient to satisfy the entire prepayment requirement and
if no Default or Event of Default has occurred and is then continuing, the
Borrower may, at its option, place any amounts which it would otherwise be used
to prepay LIBOR Rate Loans on a day other than the last day of the Interest
Period(s) therefor in an interest-bearing account pledged to the Agent for the
benefit of the Lenders until the end of such Interest Period(s) at which time
such pledged amounts will be applied to prepay such LIBOR Rate Loans.

          1.8 Mandatory Prepayments of Loans. (a) Revolving Loan. The Borrower
shall repay to the Lenders in full on the Revolving Termination Date the
aggregate principal amount of the Revolving Loans outstanding on the Revolving
Termination Date, all accrued and unpaid interest and all other amounts due and
payable hereunder and under the other Loan Documents.

          (b) Issuance of Securities. Immediately upon the receipt by Borrower
or any of its Subsidiaries of the Net Issuance Proceeds of the issuance of
equity securities or debt securities (other than Net Issuance Proceeds from the
issuance of debt securities in respect of Indebtedness permitted hereunder),
Borrower shall deliver to Agent an amount (i) in the case of equity securities
(other than equity contributions from GTCR and other Persons who are
stockholders on the Restatement Effective Date in conjunction with the funding
of an Acquisition), equal to at least 50% of such proceeds or (ii) in the case
of debt securities, equal to the amount of such proceeds, in both cases net of
underwriting discounts associated therewith, for application to the Loans;
provided that in no event shall such amount exceed the amount of all outstanding
Obligations.

          1.9 Fees.

          (a) Arrangement and Agent's Fees. The Borrower shall pay to the Agent
for the Agent's own account an arrangement fee and an agent's fee in the amounts
and at the times set forth in a letter agreement between the Borrower and the
Agent dated as of the date hereof.

          (b) Commitment Fee. From and after the execution and delivery of this
Agreement, Borrower shall pay to Agent, for the ratable benefit of the Lenders,
a fee (the "Commitment Fee") in an amount equal to

                  (i) the Aggregate Revolving Loan Commitment, less

                  (ii) the sum of (x) the average daily balance of all Revolving
         Loans outstanding plus (y) the average daily face amount of the Letter
         of Credit Reserve during the preceding month,

multiplied by one-half of one percent (0.50%) per annum (or, after the GTCR
Event has occurred, three-quarters of one percent (0.75%) per annum), such fee
to be payable monthly in arrears on the first day of the month following the
Restatement Effective Date and the first day of each month thereafter. The
Commitment Fee provided in this subsection 1.9(b) shall accrue at all times
after execution and delivery of this Agreement, including at any time during
which one or more conditions in Article II hereof are not met.

          (c) Letter of Credit Participation Fee. Borrower shall pay to Agent,
for the ratable benefit of the Lenders having Revolving Loan Commitments, fees
for each Lender Letter of Credit and each Letter of Credit Participation
Agreement (the "Letter of Credit Participation Fee") for the period from and
including the date of issuance of same to and excluding the date of expiration
or termination, equal to the daily average face amount of Letter of Credit
Participation Liability multiplied by three percent (3.00%) per annum (or, after
the GTCR Event has occurred, three and one-quarter percent (3.25%) per annum);
provided, however, at Agent's or Requisite Lenders' option, while an Event of
Default exists, such percent shall be increased to five percent (5.00%) per
annum (or, after the GTCR Event has occurred, five and one-quarter percent
(5.25%) per annum), such fees to be payable monthly in advance on the
Restatement Effective Date and the first day of each month thereafter. Borrower
shall also reimburse Agent for any and all out-of-pocket fees and expenses, if
any, paid by Agent to the issuer of the letter of credit guarantied.

          1.10 Payments by the Borrower. (a) All payments (including
prepayments) to be made by the Borrower on account of principal, interest, fees
and other amounts required hereunder shall be made without set-off, recoupment
or counterclaim, shall, except as otherwise expressly provided herein, be made
to the Agent for the ratable account of the Lenders at the Agent's Payment
Office, and shall be made in dollars and in immediately available funds, no
later than 10:30 a.m. (Chicago time) on the date specified herein. The Agent
will promptly distribute to each Lender its Commitment Percentage (or other
applicable share as expressly provided herein) of such principal, interest, fees
or other amounts, in like funds as received. Any payment which is received by
the Agent later than 10:30 a.m. (Chicago time) shall be deemed to have been
received on the immediately succeeding Business Day and any applicable interest
or fee shall continue to accrue. Borrower hereby authorizes Agent and each
Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i)
interest, principal, agent fees, Commitment Fees and Letter of Credit
Participation Fees, in each instance, on the date due, or (ii) after five (5)
days' prior notice to Borrower, other fees, costs or expenses payable by
Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

          (b) Subject to the provisions set forth in the definition of "Interest
Period" herein, if any payment hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of interest or fees, as the case may be.

          (c) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full as and when required hereunder, the
Agent may assume that the Borrower has made such payment in full to the Agent on
such date in immediately available funds and the Agent may (but shall not be so
required), in reliance upon such assumption, cause to be distributed to each
Lender on such due date an amount equal to the amount then due such Lender. If
and to the extent the Borrower shall not have made such payment in full to the
Agent, each Lender shall repay to the Agent on demand such amount distributed to
such Lender, together with interest thereon for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at the Agent's cost of funds.

          1.11 Payments by the Lenders to the Agent. (a) Unless the Agent shall
have received notice from a Lender on the Restatement Effective Date or, with
respect to each Borrowing after the Restatement Effective Date, at least one
Business Day prior to the date of any proposed Borrowing, that such Lender will
not make available to the Agent as and when required hereunder for the account
of the Borrower the amount of that Lender's Commitment Percentage of the
Borrowing, the Agent may assume that each Lender has made such amount available
to the Agent in immediately available funds on the applicable Borrowing date and
the Agent may (but shall not be so required), in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount. If and to
the extent any Lender shall not have made its full amount available to the Agent
in immediately available funds and the Agent in such circumstances has made
available to the Borrower such amount, that Lender shall on the next Business
Day following the date of such Borrowing make such amount available to the
Agent, together with interest at the Agent's cost of funds for and determined as
of each day during such period. A notice of the Agent submitted to any Lender
with respect to amounts owing under this subsection 1.11(a) shall be conclusive,
absent manifest error. If such amount is so made available, such payment to the
Agent shall constitute such Lender's Loan on the date of Borrowing for all
purposes of this Agreement. If such amount is not made available to the Agent on
the next Business Day following the date of such Borrowing, the Agent shall
notify the Borrower of such failure to fund and, upon demand by the Agent, the
Borrower shall pay such amount to the Agent for the Agent's account, together
with interest thereon for each day elapsed since the date of such Borrowing, at
a rate per annum equal to the interest rate applicable at the time to the Loans
comprising such Borrowing.

          (b) The failure of any Lender to make any Loan on any date of
Borrowing shall not relieve any other Lender of any obligation hereunder to make
a Loan on the date of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
the date of any Borrowing. Without limiting the generality of the foregoing,
each Lender shall be obligated to fund its Commitment Percentage of any
Revolving Loan made after any acceleration of the Obligations with respect to
any draw on any Lender Letter of Credit or any payment made under any Letter of
Credit Participation Agreement.

          1.12 Disbursements of Advances; Settlements Among Agent and Lenders;
Payments of Interest and Fees; Disgorgement Obligations. (a) The Revolving Loan
balance may fluctuate from day to day through the Agent's disbursement of funds
to, and receipt of funds from, the Borrower. In order to minimize the frequency
of transfers of funds between the Agent and each Lender, Revolving Loan advances
and payments will be settled according to the procedures described in this
Section 1.12. Notwithstanding these procedures, each Lender's obligation to fund
its portion of any advances made by the Agent to the Borrower will commence on
the date such advances are made by the Agent. Such payments will be made by each
Lender without setoff, counterclaim or reduction of any kind.

          (b) On the first Business Day of each week, or more frequently
(including daily) if the Agent so elects (each such day being a "Settlement
Date"), the Agent will advise each Lender by telephone or telecopy of the amount
of each such Lender's Commitment Percentage of the Revolving Loan balance as of
the close of business of the second Business Day immediately preceding the
Settlement Date. In the event that payments are necessary to adjust the amount
of such Lender's share of the Revolving Loan balance to equal such Lender's
Commitment Percentage of the Revolving Loan Obligations as of any Settlement
Date, such Lender will pay to the Agent, or the Agent will pay to such Lender
(as applicable) the amount necessary in same day funds by wire transfer to the
other's account not later than 2:00 p.m. Chicago time on the Business Day
following the Settlement Date.

          (c) Notwithstanding the foregoing, the Agent, at its option, may elect
to require that each Lender provide funds in connection with any requested
Borrowing hereunder on the scheduled Borrowing date, and in such event the Agent
shall advise each Lender by telephone or telecopy of the amount to be funded by
such Lender no later than one (1) Business Day prior to the Borrowing date
applicable thereto, and each such Lender shall pay to the Agent such Lender's
Commitment Percentage of the Borrowing in same day funds by wire transfer to the
Agent's account not later than 10:30 a.m. Chicago time on such Borrowing date.

          (d) On the first Business Day of each month (each, an "Interest
Settlement Date"), the Agent will advise each Lender by telephone or telecopy of
the amount of such Lender's Commitment Percentage of interest and fees on each
Loan as of the end of the last day of the immediately preceding month. Provided
that such Lender has made all payments required to be made by it under this
Agreement, the Agent will pay to such Lender, by wire transfer to such Lender's
account (as specified by such Lender on the signature page of this Agreement or
the applicable Assignment and Acceptance) not later than 2:00 p.m. Chicago time
on the next Business Day following the Interest Settlement Date, such Lender's
Commitment Percentage of interest, Commitment Fees and Letter of Credit
Participation Fees, in each instance, received by Agent in the immediately
preceding month.

          (e) If the Agent pays an amount to a Lender under this Agreement in
the belief or expectation that a related payment has been or will be received by
the Agent from the Borrower and such related payment is not received by the
Agent, the Agent shall be entitled to recover such amount from such Lender,
without setoff, counterclaim or deduction of any kind. If the Agent determines
at any time that any amount received by the Agent under this Agreement must be
returned to the Borrower or paid to any other Person pursuant to any solvency,
fraudulent conveyance or similar law or otherwise, then, notwithstanding any
other term or condition of this Agreement, the Agent will not be required to
distribute any portion of such payment to any Lender. In addition, each Lender
will repay to the Agent on demand any portion of such amount that the Agent has
distributed to such Lender, together with interest thereon at such rate, if any,
as the Agent is required to pay to the Borrower or such other Person, without
setoff, counterclaim or deduction of any kind.

          1.13 Security. All obligations of the Borrower under this Agreement,
the Notes and all other Loan Documents shall be secured in accordance with the
Collateral Documents.


                        ARTICLE II - CONDITIONS PRECEDENT

          2.1 Conditions of Initial Loans. The obligation of each Lender to make
a Loan on the Restatement Effective Date and to otherwise close the amendment
and restatement of the credit facilities is subject to the condition that the
Agent shall have received on or before the Restatement Effective Date all of the
following, in form and substance satisfactory to the Agent and each Lender and
(except for the Notes and any instruments or documents which are Pledged
Collateral) in sufficient counterparts for each Lender, duly executed by all
parties thereto:

          (a) Credit Agreement and Notes. This Agreement executed by the
Borrower, the Agent and each of the Lenders and the Notes, executed by the
Borrower;

          (b) Secretary's Certificates; Resolutions; Incumbency. A certificate
of the Secretary or Assistant Secretary of the Borrower, and each Subsidiary of
the Borrower which is a party to any Loan Documents, certifying:

          (i) the names and true signatures of the officers of the Borrower and
          each such Subsidiary authorized to execute, deliver and perform, as
          applicable, this Agreement, and all other Loan Documents to be
          delivered hereunder; and

          (ii) Copies of the resolutions of the board of directors of the
          Borrower and each such Subsidiary approving and authorizing the
          execution, delivery and performance by the Borrower or such Subsidiary
          of this Agreement and the other Loan Documents to be executed or
          delivered by it hereunder;

         (c) Articles of Incorporation; By-laws and Good Standing. Each of the
following documents:

          (i) the articles or certificate of incorporation of the Borrower and
          each Subsidiary of the Borrower which is party to any Loan Documents
          as in effect on the Restatement Effective Date, certified by the
          Secretary of State (or similar, applicable Governmental Authority) of
          the state of incorporation of the Borrower or such Subsidiary as of a
          recent date, and the bylaws of the Borrower and each such Subsidiary
          as in effect on the Restatement Effective Date, certified by the
          Secretary or Assistant Secretary of the Borrower or such Subsidiary as
          of the Restatement Effective Date; and

          (ii) a good standing and, if available, tax good standing certificate
          for the Borrower and each Subsidiary of the Borrower from the
          Secretary of State (or similar, applicable Governmental Authority) of
          its state of incorporation and each state where the Borrower or such
          Subsidiary is qualified to do business as a foreign corporation as of
          a recent date;

         (d) Master Reaffirmation; Collateral Documents. The Master
Reaffirmation and Amendment to Loan Documents executed by Borrower and each
Subsidiary and the Collateral Documents, executed by the Borrower and each
Subsidiary, as applicable, in appropriate form for recording, where necessary,
together with:

          (i) acknowledgment copies of all UCC-l financing statements filed,
          registered or recorded to perfect the security interests of the Agent
          for the benefit of the Lenders, or other evidence satisfactory to the
          Agent that there has been filed, registered or recorded all financing
          statements and other filings, registrations and recordings necessary
          and advisable to perfect the Liens of the Agent for the benefit of the
          Lenders in accordance with applicable law;

          (ii) written advice relating to such Lien and judgment searches as the
          Agent shall have requested of the Borrower and each Subsidiary, and
          such termination statements or other documents as may be necessary to
          confirm that the Collateral is subject to no other Liens in favor of
          any Persons (other than Permitted Liens);

          (iii) all certificates and instruments representing the Pledged
          Collateral, irrevocable proxies and stock transfer powers executed in
          blank or other executed endorsements satisfactory to the Agent, with
          signatures guaranteed as the Agent may require;

          (iv) evidence that all other actions necessary or, in the opinion of
          the Agent, desirable to perfect and protect the Liens created by the
          Collateral Documents have been taken;

          (v) funds sufficient to pay any filing or recording tax or fee in
          connection with any and all UCC-1 financing statements;

          (vi) if required by the Agent, flood insurance and earthquake
          insurance on terms satisfactory to the Agent; and

          (vii) such consents, estoppels, subordination agreements and other
          documents and instruments executed by landlords, tenants and other
          Persons party to material contracts relating to any Collateral as to
          which the Agent shall be granted a Lien for the benefit of the
          Lenders, as requested by the Agent;

          (e) Legal Opinions. Such opinions of counsel to the Borrower and its
Subsidiaries, addressed to the Agent and the Lenders, in form and substance
reasonably satisfactory to Agent; 

          (f) Payment of Fees. The Borrower shall have paid all accrued and
unpaid fees, costs and expenses to the extent then due and payable on the
Restatement Effective Date, together with Attorney Costs of the Agent;

          (g) Certificate. A certificate signed by a Responsible Officer, dated
as of the Restatement Effective Date, stating that:

          (i) the representations and warranties contained in Article III hereof
          are true and correct on and as of the Restatement Effective Date or
          such other date as indicated in such representations and warranties,
          as though made on and as of such date;

          (ii) no Default or Event of Default exists or would result from the
          amendment and restatement of the credit facilities; and

          (iii) there has occurred since December 31, 1997, no event or
          circumstance that has resulted or could reasonably be expected to
          result in a Material Adverse Effect;

          (h) Financial Statements. Copies of all of the financial statements of
the Borrower and its Subsidiaries referred to in Section 3.11 together with pro
forma financial statements giving effect to the transactions contemplated hereby
and by the Related Agreements, certified by a Responsible Officer;

          (i) Insurance Policies. Standard lenders' loss payable endorsements in
favor of the Agent with respect to the insurance policies or other instruments
or documents evidencing insurance coverage on the properties of the Borrower and
its Subsidiaries in accordance with Section 4.6 and endorsements to all
liability insurance policies naming the Agent and the Lenders as additional
insureds thereunder;

          (j) Environmental Review. At Agent's request, an environmental site
assessment with respect to any real property as to which the Agent is granted a
Lien for the benefit of the Lenders, if any, dated as of a recent date prior to
the Restatement Effective Date, prepared by a qualified firm acceptable to the
Agent and the Lenders, stating, among other things, that such real property is
free from Hazardous Materials and that operations conducted thereon are in
compliance with all Environmental Laws;

          (k) Due Diligence. Evidence of completion to the satisfaction of the
Agent of such investigations, reviews and audits with respect to the Borrower
and the transactions contemplated by the Related Agreements as the Agent or any
Lender may deem appropriate;

          (l) Accountants' Review. An accountants' review of the books and
records of the Borrower and its Subsidiaries prepared by Ernst & Young in form
and substance satisfactory to Agent;

          (m) Insurance Review. A review of the Borrower's and its Subsidiaries'
insurance coverages, prepared by a qualified firm acceptable to the Agent, in
form and substance satisfactory to the Agent;

          (n) Availability Certificate. A duly completed Availability
Certificate setting forth the availability as of a date not more than five (5)
days prior to the Restatement Effective Date;

          (o) Related Transactions. The Related Transactions shall have closed
in the manner contemplated by the Related Agreements and shall otherwise be in
form and substance satisfactory to the Agent;

          (p) Prior Indebtedness. A payoff letter from each lender of any Prior
Indebtedness in form and substance satisfactory to the Agent, together with such
UCC-3 termination statements, releases of Liens and other instruments, documents
and/or agreements necessary or appropriate to terminate any Liens in favor of
such lenders securing Prior Indebtedness which is to be paid off on the
Restatement Effective Date as the Agent may reasonably request, duly executed
and in form and substance satisfactory to the Agent;

          (q) Subordination. Subordination agreements with each holder of
Indebtedness, other than Prior Indebtedness, in form and substance satisfactory
to Agent; and

          (r) Other Documents. Such other approvals, opinions, documents or
materials as the Agent or any Lender may request.

          2.2 Conditions to All Borrowings. The obligation of each Lender to
make any Loan and of the Agent to issue any Lender Letter of Credit or Letter of
Credit Participation Agreement, or to continue or convert any Loan hereunder, is
subject to the satisfaction of the following conditions precedent on the
relevant borrowing or continuation or conversion date:

          (a) Notice of Borrowing or Continuation/Conversion. The Agent shall
have received (with, in the case of Loans on the Restatement Effective Date, a
copy for each Lender) a Notice of Borrowing or a Notice of
Continuation/Conversion, as applicable, in accordance with Section 1.5 or
Section 1.6;

          (b) Continuation of Representations and Warranties. The
representations and warranties made by the Borrower contained in Article III
shall be true and correct on and as of such Borrowing, or continuation or
conversion date with the same effect as if made on and as of such Borrowing or
continuation or conversion date (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they shall be true
and correct as of such earlier date);

          (c) Ownership by GTCR. GTCR shall directly own and control at least
60% of the number of shares of capital stock of Borrower (i) owned by GTCR on
the Restatement Effective Date plus (ii) acquired by GTCR after the Restatement
Effective Date (without double counting any shares of capital stock which have
been converted from preferred stock to common stock), in each case free and
clear of all liens, claims and encumbrances;

          (d) No Existing Default. No Default or Event of Default shall exist or
shall result from such Borrowing or continuation or conversion;

          (e) Availability Certificate. The Agent shall have received a duly
completed Availability Certificate setting forth availability under the Loan as
of a date not more than five (5) days prior to the date of Borrowing and, after
giving effect to such Loan, the outstanding principal balance of the Revolving
Loans does not exceed the Maximum Revolving Loan Balance; and

          (f) Subsidiary. Borrower shall have pledged the stock or other equity
interest of each of its Subsidiaries to the Agent, for the benefit of Agent and
the Lenders, and shall have delivered, or caused to be delivered, to the Agent
the items described in subsection 2.1(d)(iii) and, to the extent not previously
delivered, the items described in subsections 2.1(b) and 2.1 (c), with respect
to each such Subsidiary. In addition, each such Subsidiary shall have guaranteed
the Obligations and shall have granted to the Agent, for the benefit of Agent
and the Lenders, a security interest in all of such Subsidiary's property to
secure such guaranty.

Each Notice of Borrowing and Notice of Continuation/ Conversion submitted by 
the Borrower hereunder shall constitute a representation and warranty by the 
Borrower hereunder, as of the date of each such notice or application and as of 
the date of each Borrowing or continuation or conversion, as applicable, that 
the conditions in Section 2.2 are satisfied.

          2.3 Conditions to Certain Revolving Loans. In the event the proceeds
of the Revolving Loan are to be used to finance all or a portion of the purchase
price of an Acquisition, the obligations of each Lender to make such Loan is
subject to the satisfaction of the following conditions precedent on the
relevant Borrowing date:

          (a) Evidence of Perfected First Priority Security Interest. With
respect to the Target acquired with the proceeds of a Revolving Loan, and prior
to the funding of such Loan, Agent shall have been granted, for the benefit of
Lenders, a first priority lien on and security interest in such Target
(including any equity security acquired by Borrower or any of its Subsidiaries),
and shall have received evidence of the proper filing in all required filing
offices of duly executed UCC financing statements or amendments to existing
financing statements with respect to such Target, in form and substance
satisfactory to Agent and perfecting the first priority security interest of
Agent for the benefit of Lenders, in such property. In the event real property
is being acquired in connection with such Acquisition, Agent shall have received
a fully executed Mortgage, in form and substance reasonably satisfactory to
Agent together with an ALTA lender's title insurance policy issued by a title
insurer reasonably satisfactory to Agent, in form and substance and in an amount
reasonably satisfactory to Agent insuring that the Mortgage is a valid and
enforceable first priority lien on the respective property, free and clear of
all defects, encumbrances and Liens, other than Permitted Liens. In addition,
Agent shall have received then current surveys, certified by a licensed surveyor
sufficient to allow the issuer of the lender's title insurance policy to issue
such policy without a survey exception. In the event the Acquisition is
structured as a stock purchase, or other purchase of equity securities, the
Person so acquired shall be required to guaranty the Obligations and pledge all
of its assets to secure such guaranty.

          (b) Approval. Requisite Lenders shall have approved such Acquisition
in accordance with Section 5.17;

          (c) Availability Certificate. Agent shall have received an
Availability Certificate as required pursuant to subsection 4.2(d) and, after
giving effect to such Loan, the outstanding principal balance of the Revolving
Loans does not exceed the Maximum Revolving Loan Balance.

          (d) Additional Documentation.

               (i) Agent shall have received complete executed or conformed
          copies of each document, instrument and agreement executed in
          connection with such Acquisition (collectively, "Acquisition
          Documents"), all of which shall be subject to Lenders' review and
          approval;

               (ii) such Acquisition Documents shall be in full force and effect
          and no material term or condition thereof shall have been amended,
          modified or waived after the execution thereof (other than solely to
          extend the date by which the Acquisition is required to occur) except
          with the prior written consent of Requisite Lenders;

               (iii) none of the parties to any of such Acquisition Documents
          shall have failed to perform any material obligation or covenant
          required to be performed or complied with on or before the date of
          Borrowing; and

               (iv) Agent shall have received, for the benefit of Lenders, a
          collateral assignment of the seller's representations, warranties and
          indemnities to Borrower under the Acquisition Documents.

                  ARTICLE III - REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Agent and each Lender that
the following are, and after giving effect to the Related Transactions will be,
true, correct and complete:

          3.1 Corporate Existence and Power. The Borrower and each of its
Subsidiaries:

          (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;

          (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and execute, deliver, and perform its obligations under, the Loan Documents and
the Related Agreements to which it is a party;

          (c) is duly qualified as a foreign corporation, and licensed and in
good standing, under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
or license; and

          (d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that
the failure to do so could not reasonably be expected to have a Material Adverse
Effect.

          3.2 Corporate Authorization; No Contravention. (a) The execution,
delivery and performance by the Borrower and its Subsidiaries of this Agreement,
and any other Loan Document and Related Agreements to which such Person is
party, have been duly authorized by all necessary corporate action, and do not
and will not:

                  (i)  contravene the terms of any of that Person's
         Organization Documents;

                  (ii) conflict with or result in any breach or contravention
         of, or the creation of any Lien under, any document evidencing any
         Contractual Obligation to which such Person is a party or any order,
         injunction, writ or decree of any Governmental Authority to which such
         Person or its Property is subject; or

                  (iii) violate any Requirement of Law.

          (b) Schedule 3.2 sets forth the authorized capital stock of Borrower
and each of its Subsidiaries. All issued and outstanding shares of capital stock
of Borrower and each of its Subsidiaries are duly authorized and validly issued,
fully paid, non-assessable. To the best of Borrower's knowledge, all capital
stock of Borrower owned by GTCR is owned by GTCR free and clear of all Liens.
All of the outstanding capital stock of Borrower's Subsidiaries is owned by
Borrower, free and clear of all Liens other than those in favor of Agent, for
the benefit of Lenders. All shares of capital stock of Borrower and each of its
Subsidiaries were issued in compliance with all applicable state and federal
laws concerning the issuance of securities. The outstanding capital stock of
Borrower's Subsidiaries is owned by Borrower. As of the Restatement Effective
Date, the capital stock of Borrower owned by GTCR and Management Stockholders is
owned of record by such Persons in the amounts set forth on Schedule 3.2. Except
as set forth on Schedule 3.2, to the best of Borrower's knowledge there are no
pre- emptive or other outstanding rights, options, warrants, conversion rights
or other similar agreements or understandings for the purchase or acquisition of
any shares of capital stock or other securities of any such entity.

          3.3 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority (except for recordings and filings in connection with the
Liens granted to the Agent under the Collateral Documents) is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, the Borrower or any of its Subsidiaries of this Agreement,
any other Loan Document or Related Agreement.

          3.4 Binding Effect. This Agreement and each other Loan Document and
Related Agreement to which the Borrower or any of its Subsidiaries is a party
constitute the legal, valid and binding obligations of the Borrower and each
Subsidiary which is a party thereto, enforceable against such Person in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles relating to
enforceability.

          3.5 Litigation. Except as specifically disclosed in Schedule 3.5,
there are no actions, suits, proceedings, claims or disputes pending, or to the
best knowledge of the Borrower, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, against the Borrower, or
its Subsidiaries or any of their respective Properties which:

                  (a) purport to affect or pertain to this Agreement, any other
         Loan Document or Related Agreement, or any of the transactions
         contemplated hereby or thereby; or

                  (b) if determined adversely to the Borrower or any of its
         Subsidiaries, could reasonably be expected to have a Material Adverse
         Effect.

No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of this Agreement, any other
Loan Document or any Related Agreement, or directing that the transactions
provided for herein or therein not be consummated as herein or therein provided.

          3.6 No Default. No Default or Event of Default exists or would result
from the incurring of any Obligations by the Borrower or the grant or perfection
of the Agent's Liens on the Collateral. Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any Contractual Obligation
in any respect which, individually or together with all such defaults, could
reasonably be expected to have a Material Adverse Effect or that would, if such
default had occurred after the Restatement Effective Date, create an Event of
Default under subsection 7.1(e).

          3.7 ERISA Compliance. (a) Schedule 3.7 lists all Plans and separately
identifies Plans intended to be Qualified Plans and Multiemployer Plans.
Borrower and each of its Subsidiaries is in compliance with all requirements of
each Plan, and each Plan complies with and is operated in compliance with all
applicable provisions of law in all respects. Each Qualified Plan and each
related trust has been determined by the IRS to qualify and will continue to
qualify under, and be exempt from tax under, the IRC. Nothing has occurred or
will be permitted to occur which would cause the loss of such qualification or
tax-exempt status. All required contributions have been and will be made in
accordance with the provisions of each Plan, and with respect to Borrower or any
ERISA Affiliate, there are and will be no Unfunded Pension Liabilities or
Withdrawal Liabilities. Neither Borrower nor any ERISA Affiliate has engaged or
will engage in a prohibited transaction, as defined in Section 4975 of the Code
or Section 406 of ERISA.

          (b) No ERISA Event has occurred or is expected to occur with respect
to any Plan. No liability under any Title IV Plan has been or will be funded,
nor has such obligation been (nor will it be) satisfied with, the purchase of a
contract from an insurance company that is not rated AAA by Standard & Poor's
Corporation and the equivalent by each other nationally recognized rating
agency.

          (c) Except as specifically disclosed in Schedule 3.7, no member of the
Controlled Group has ever represented, promised or contracted (whether in oral
or written form) to any current or former employee (either individually or to
employees as a group) that such current or former employee(s) would be provided,
at any cost to any member of the Controlled Group, with life insurance or
employee welfare plan benefits (within the meaning of section 3(1) of ERISA)
following retirement or termination of employment.

          (d) Members of the Controlled Group have complied in all material
respects with the notice and continuation coverage requirements of Section 4980B
of the Code. No member of the Controlled Group has engaged, directly or
indirectly, in a non-exempt prohibited transaction (as defined in Section 4975
of the Code or Section 406 of ERISA) in connection with any Plan which could
reasonably be expected to have a Material Adverse Effect.

          3.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
intended to be and shall be used solely for the purposes set forth in and
permitted by Section 4.10, and are intended to be and shall be used in
compliance with Section 5.8. Neither the Borrower nor any of its Subsidiaries is
generally engaged in the business of purchasing or selling Margin Stock or
extending credit for the purpose of purchasing or carrying Margin Stock.

          3.9 Title to Properties. The Borrower and each of its Subsidiaries
have good record and marketable title in fee simple to, or valid leasehold
interests in, all real Property necessary or used in the ordinary conduct of
their respective businesses, except for such defects in title as could not,
individually or in the aggregate, have a Material Adverse Effect. As of the
Restatement Effective Date, the Property of the Borrower and its Subsidiaries is
subject to no Liens, other than Permitted Liens.

          3.10 Taxes. The Borrower and its Subsidiaries have filed all Federal
and other material tax returns and reports required to be filed, and have paid
all Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their Properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP and no Notice of Lien has been filed or recorded. There is
no proposed tax assessment against the Borrower or any of its Subsidiaries which
would, if the assessment were made, have a Material Adverse Effect.

          3.11 Financial Condition. (a) Each of (i) the audited consolidated
annual financial statements of financial condition of the Borrower and its
Subsidiaries dated December 31, 1997, and the related audited consolidated
statements of income, shareholders' equity and cash flows for the fiscal year
ended on that date and (ii) the unaudited interim consolidated financial
statements of Borrower and its Subsidiaries dated May 31, 1998 and the related
unaudited consolidated statements of income and cash flows for the five (5)
months then ended:

               (x) were prepared in accordance with GAAP consistently applied
          throughout the respective periods covered thereby, except as otherwise
          expressly noted therein, subject to, in the case of the unaudited
          interim financial statements, normal year-end adjustments and the lack
          of footnote disclosures;

               (y) present fairly the consolidated financial condition of the
          Borrower and its Subsidiaries as of the dates thereof and results of
          operations for the periods covered thereby; and

               (z) except as specifically disclosed in Schedule 3.11, show all
          material indebtedness and other liabilities, direct or contingent of
          the Borrower and its consolidated Subsidiaries as of the date thereof,
          including liabilities for taxes, material commitments and Contingent
          Obligations.

          (b) Since December 31, 1997, there has been no Material Adverse
Effect.

          (c) Borrower and its Subsidiaries have no Indebtedness other than
Indebtedness permitted pursuant to Section 5.5 and have no Contingent
Obligations other than Contingent Obligations permitted pursuant to Section 5.9.

          3.12 Environmental Matters. The on-going operations of the Borrower
and each of its Subsidiaries comply in all material respects with all
Environmental Laws.

          3.13 Collateral Documents. All representations and warranties of the
Borrower, any of its Subsidiaries or any other party to any Collateral Document
(other than the Agent and/or any Lender) contained in the Collateral Documents
are true and correct.

          3.14 Regulated Entities. None of the Borrower, any Person controlling
the Borrower, or any Subsidiary of the Borrower, is (a) an "Investment Company"
within the meaning of the Investment Company Act of 1940; or (b) subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other Federal or state statute or regulation limiting its ability to incur
Indebtedness.

          3.15 No Burdensome Restrictions. Neither the Borrower nor any of its
Subsidiaries is a party to or bound by any Contractual Obligation, or subject to
any charter or corporate restriction, or any Requirement of Law, which could
reasonably be expected to have a Material Adverse Effect.

          3.16 Solvency. The Borrower and each of its Subsidiaries is Solvent.

          3.17 Labor Relations. There are no strikes, lockouts or other labor
disputes against the Borrower or any of its Subsidiaries, or , to the best of
the Borrower's knowledge, threatened against or affecting the Borrower or any of
its Subsidiaries, and no significant unfair labor practice complaint is pending
against the Borrower or any of its Subsidiaries or, to the best knowledge of the
Borrower, threatened against any of them before any Governmental Authority.

          3.18 Copyrights, Patents, Trademarks and Licenses, etc. Schedule 3.18
identifies all United States and foreign patents, trademarks, service marks,
trade names and copyrights, and all registrations and applications for
registration thereof and all licenses thereof, owned or held by Borrower or any
of its Subsidiaries on the Restatement Effective Date after giving effect to the
Related Transactions, and identifies the jurisdictions in which such
registrations and applications have been filed. Except as otherwise disclosed in
Schedule 3.18, as of the Restatement Effective Date, Borrower and its
Subsidiaries are the sole beneficial owners of, or have the right to use, free
from any restrictions, claims, rights encumbrances or burdens, the intellectual
property referred to in Schedule 3.18 and all other processes, designs,
formulas, computer programs, computer software packages, trade secrets,
inventions, product manufacturing instructions, technology, research and
development, know-how and all other intellectual property that are necessary for
the operation of Borrower's and its Subsidiaries' businesses as being operated
on the Restatement Effective Date after giving effect to the Related
Transactions. Each patent, trademark, service mark, trade name, copyright and
license listed on Schedule 3.18 is in full force and effect except to the extent
the failure to be in effect will not have a Material Adverse Effect. Except as
set forth in Schedule 3.18, to the best knowledge of Borrower, as of the
Restatement Effective Date (a) none of the present or contemplated products or
operations of Borrower or its Subsidiaries infringes any patent, trademark,
service mark, trade name, copyright, license or other right owned by any other
Person, and (b) there is no pending or threatened claim or litigation against or
affecting Borrower or any of its Subsidiaries contesting the right of any of
them to manufacture, process, sell or use any such product or to engage in any
such operation except for claims and/or litigation which will not have a
Material Adverse Effect.

          3.19 Subsidiaries. The Borrower has no Subsidiaries or equity
investments in any other corporation or entity other than those specifically
disclosed in Schedule 3.19.

          3.20 Brokers' Fees; Transaction Fees. Neither the Borrower nor any of
its Subsidiaries has any obligation to any Person in respect of any finder's,
broker's or investment banker's fee in connection with the transactions
contemplated hereby.

          3.21 Insurance. The Properties of the Borrower and its Subsidiaries
are insured with financially sound and reputable insurance companies not
Affiliates of the Borrower, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar Properties in localities where the Borrower or such
Subsidiary operates. A true and complete listing of such insurance, including,
issuers, coverages and deductibles, has been provided to the Agent.

          3.22 Full Disclosure. None of the representations or warranties made
by the Borrower or any of its Subsidiaries in the Loan Documents as of the date
such representations and warranties are made or deemed made, and none of the
statements contained in each exhibit, report, statement or certificate furnished
by or on behalf of the Borrower or any of its Subsidiaries in connection with
the Loan Documents (including the offering and disclosure materials delivered by
or on behalf of the Borrower to the Lenders prior to the Restatement Effective
Date), contains any untrue statement of a material fact or omits any material
fact required to be stated therein or necessary to make the statements made
therein, in light of the circumstances under which they are made, not misleading
as of the time when made or delivered.

          3.23 Year 2000 Issues. Borrower has reviewed its operations and those
of its Subsidiaries with a view to assessing whether its businesses, or the
businesses of any of its Subsidiaries, will be vulnerable to a Year 2000
Problem. Borrower shall take all actions necessary and commit adequate resources
to assure that its computer-based and other systems (and those of all
Subsidiaries) are able to effectively process data, including dates before, on
or after January 1, 2000, without experiencing any Year 2000 Problem that could
cause a Material Adverse Effect. At the request of Agent, Borrower will provide
Agent with assurances and substantiations (including, but not limited to, the
results of internal or external audit reports prepared in the ordinary course of
business) reasonably acceptable to Agent as to the capability of Borrower and
its Subsidiaries to conduct its and their businesses and operations before, on
and after January 1, 2000 without experiencing a Year 2000 Problem and has a
reasonable basis to believe that no Year 2000 Problem exists. "Year 2000
Problem" means any significant risk that computer hardware, software or
equipment containing embedded microchips essential to the business or operations
of Borrower or any of its Subsidiaries will not, in the case of dates or time
periods occurring after December 31, 1999, function at least as effectively and
reliably as in the case of times or time periods occurring before January 1,
2000, including the making of accurate leap year calculations.


                       ARTICLE IV - AFFIRMATIVE COVENANTS

          The Borrower covenants and agrees that, so long as any Lender shall
have any Commitment hereunder, or any Loan or other Obligation shall remain
unpaid or unsatisfied, unless the Requisite Lenders waive compliance in writing:

          4.1 Financial Statements. The Borrower shall maintain, and shall cause
each of its Subsidiaries to maintain, a system of accounting established and
administered in accordance with sound business practices to permit the
preparation of financial statements in conformity with GAAP (provided that
monthly financial statements shall not be required to have footnote disclosure).
The Borrower shall deliver to the Agent in form and detail satisfactory to the
Agent and the Requisite Lenders, with sufficient copies for each Lender:

          (a) as soon as available, but not later than ninety (90) days after
the end of each fiscal year, a copy of the audited consolidated balance sheet of
the Borrower as at the end of such year and the related consolidated statements
of income or operations, shareholders' equity and cash flows for such fiscal
year, setting forth in each case in comparative form the figures for the
previous fiscal year, and accompanied by the opinion of KPMG Peat Marwick or
another nationally-recognized independent public accounting firm acceptable to
the Agent which report shall state that such consolidated financial statements
present fairly the financial position for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years. Such opinion shall not
be qualified or limited because of a restricted or limited examination by such
accountant of any material portion of the Borrower's or any Subsidiary's
records; and

          (b) as soon as available, but not later than forty five (45) days
after the end of each fiscal month of each year (i) on a business by business
basis, a copy of the unaudited consolidated and consolidating balance sheets of
the Borrower and each of its Subsidiaries, and the related consolidated and
consolidating statements of income, shareholders' equity and cash flows, and
(ii) without duplication of the statements required to be delivered pursuant to
clause (i) above, a copy of unaudited statements of income and cash flows with
respect to each court reporting business/company or executive
placement/provision of temporary legal services business/company, as the case
may be, as of the end of such month and for the portion of the fiscal year then
ended, in each instance in clause (i) and (ii), all certified by an appropriate
Responsible Officer of the Borrower as being complete and correct and fairly
presenting, in accordance with GAAP, the financial position and the results of
operations of the Borrower and the Subsidiaries, subject to normal year-end
adjustments and absence of footnote disclosure.

          4.2 Certificates; Availability Certificates; Other Information. The
Borrower shall furnish to the Agent, with sufficient copies for each Lender:

          (a) concurrently with the delivery of the annual financial statements
referred to in subsection 4.1(a) above, a certificate of the independent
certified public accountants reporting on such financial statements stating that
in making the examination necessary therefor no knowledge was obtained of any
Default or Event of Default, except as specified in such certificate;

          (b) concurrently with the delivery of the financial statements
referred to in subsections 4.1(a) and 4.1(b) above, a certificate of a
Responsible Officer (i) stating that, to the best of such officer's knowledge,
the Borrower,during such period, has observed and performed all of its covenants
and other agreements, and satisfied every condition contained in this Agreement
to be observed, performed or satisfied by it, and that such officer has obtained
no knowledge of any Default or Event of Default except as specified (by
applicable subsection reference) in such certificate, and (ii) showing in detail
the calculations supporting such statement in respect of Article VI hereof;

          (c) promptly after the same are sent, copies of all financial
statements and reports which the Borrower sends to its shareholders; and
promptly after the same are filed, copies of all financial statements and
regular, periodical or special reports which the Borrower may make to, or file
with, the Securities and Exchange Commission or any successor or similar
Governmental Authority;

          (d) (i) as soon as available and in any event within thirty (30) days
after the end of each calendar month, and at such other times at the Agent may
require, and (ii) not later than ten (10) Business Days prior to the
consummation of an Acquisition (whether or not such Acquisition is to be
financed, in whole or in part, with proceeds of Loans), an Availability
Certificate, certified by a Responsible Officer, as at the end of the
most-recently ended fiscal month or as at such other date as the Agent may
reasonably require;

          (e) together with each delivery of financial statements pursuant to
subsection 4.1(b) for the months of March, June, September and December, a
management report, in reasonable detail, signed by the chief financial officer
of the Borrower, describing the operations and financial condition of the
Borrower and its Subsidiaries for the quarter and the portion of the fiscal year
then ended (or for the fiscal year then ended in the case of annual financial
statements), and setting forth in comparative form the corresponding figures for
the corresponding periods of the previous fiscal year and the corresponding
figures from the most recent projections for the current fiscal year delivered
to the Agent pursuant to subsection 4.2(g) and discussing the reasons for any
significant variations;

          (f) intentionally omitted;

          (g) as soon as available and in any event no later than the last day
of each fiscal year of the Borrower, projections of the Borrower's (and its
Subsidiaries') consolidated and consolidating financial performance for the
forthcoming fiscal year on a month by month basis;

          (h) annually, concurrently with the Borrower's delivery of the
projections under subsection 4.2(g), the Borrower shall supplement in writing
and deliver to the Agent revisions of and supplements to Schedules 3.5, 5.1, 5.5
and 5.9 hereto to the extent necessary to disclose new or changed facts or
circumstances after the Restatement Effective Date; provided that delivery or
receipt of such subsequent disclosure shall not constitute a waiver by the Agent
or any Lender or a cure of any Default or Event of Default resulting in
connection with the matters disclosed;

          (i) promptly upon receipt thereof, copies of any reports submitted by
the Borrower's certified public accountants in connection with each annual,
interim or special audit or review of any type of the financial statements or
internal control systems of the Borrower made by such accountants, including any
comment letters submitted by such accountants to management of the Borrower in
connection with their services; and

          (j) promptly, such additional business, financial, corporate affairs
and other information as the Agent, at the request of any Lender, may from time
to time reasonably request.

          4.3 Notices. The Borrower shall promptly notify the Agent and each
Lender of any of the following, promptly (and in no event later than three (3)
Business Days after the Borrower's becoming aware thereof):

          (a) the occurrence or existence of any Default or Event of Default, or
any event or circumstance that foreseeably will become a Default or Event of
Default, and any event or circumstance that would cause the condition to
Borrowing set forth in subsection 2.2(b) not to be satisfied if a Borrowing were
requested on or after the date of such event or circumstance;

          (b) any breach or non-performance of, or any default under, any
Contractual Obligation of the Borrower or any of its Subsidiaries which could
result in a Material Adverse Effect;

          (c) any dispute, litigation, investigation, proceeding or suspension
which may exist at any time between the Borrower or any of its Subsidiaries and
any Governmental Authority which could result in a Material Adverse Effect;

          (d) of the commencement of, or any material development in, any
litigation or proceeding affecting the Borrower or any Subsidiary (i) in which
the amount of damages claimed is $250,000 (or its equivalent in another currency
or currencies) or more, (ii) in which injunctive or similar relief is sought and
which, if adversely determined, would reasonably be expected to have a Material
Adverse Effect, or (iii) in which the relief sought is an injunction or other
stay of the performance of this Agreement, any Loan Document or any Related
Agreement;

          (e) any of the following if the same could reasonably be expected to
have or involve a Material Adverse Effect: (i) any enforcement, cleanup, removal
or other governmental or regulatory actions instituted, completed or threatened
against the Borrower or any of its Subsidiaries or any of their respective
Properties pursuant to any applicable Environmental Laws, (ii) any other
Environmental Claims, and (iii) any environmental or similar condition on any
real property adjoining or in the vicinity of the property of the Borrower or
any Subsidiary that could reasonably be anticipated to cause such property or
any part thereof to be subject to any restrictions on the ownership, occupancy,
transferability or use of such property under any Environmental Laws;

          (f) of any of the following if the same could reasonably be expected
to have or involve a Material Adverse Effect, together with a copy of any notice
with respect to such event that may be required to be filed with a Governmental
Authority and any notice delivered by a Governmental Authority to the Borrower
or any member or its Controlled Group with respect to such event:

          (i) an ERISA Event;

          (ii) the adoption of any new Plan that is subject to Title IV of ERISA
          or section 412 of the Code by any member of the Controlled Group;

          (iii) the adoption of any amendment to a Plan that is subject to Title
          IV of ERISA or section 412 of the Code, if such amendment results in a
          material increase in benefits or unfunded liabilities; or

          (iv) the commencement of contributions by any member of the Controlled
          Group to any Plan that is subject to Title IV of ERISA or section 412
          of the Code;

          (g) any Material Adverse Effect subsequent to the date of the most
recent audited financial statements of the Borrower delivered to the Lenders
pursuant to this Agreement;

          (h) of any change in accounting policies or financial reporting
practices by the Borrower or any of its Subsidiaries; and

          (i) of any labor controversy resulting in or threatening to result in
any strike, work stoppage, boycott, shutdown or other labor disruption against
or involving the Borrower or any of its Subsidiaries if the same could have a
Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a written statement
by a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein, and stating what action the Borrower proposes to take with
respect thereto and at what time. Each notice under subsection 4.3(a) shall
describe with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been breached or violated.

          4.4 Preservation of Corporate Existence, Etc. The Borrower shall, and
shall cause each of its Subsidiaries to:

          (a) preserve and maintain in full force and effect its corporate
existence and good standing under the laws of its state or jurisdiction of
incorporation except in connection with transactions permitted by Section 5.3;

          (b) preserve and maintain in full force and effect all rights,
privileges, qualifications, permits, licenses and franchises necessary or
desirable in the normal conduct of its business except in connection with
transactions permitted by Section 5.3 and sales of assets permitted by Section
5.2;

          (c) use its reasonable efforts, in the Ordinary Course of Business, to
preserve its business organization and preserve the goodwill and business of the
customers, suppliers and others having material business relations with it; and

          (d) preserve or renew all of its registered trademarks, trade names
and service marks, the non-preservation of which could reasonably be expected to
have a Material Adverse Effect.

          4.5 Maintenance of Property. The Borrower shall maintain, and shall
cause each of its Subsidiaries to maintain, and preserve all its Property which
is used or useful in its business in good working order and condition, ordinary
wear and tear excepted and make all necessary repairs thereto and renewals and
replacements thereof except where the failure to do so could not reasonably be
expected to have a Material Adverse Effect.

          4.6 Insurance. The Borrower shall maintain, and shall cause each of
its Subsidiaries to maintain, with financially sound and reputable independent
insurers, insurance with respect to its Properties and business against loss or
damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts as are customarily
carried under similar circumstances by such other Persons, including workers'
compensation insurance, public liability and property and casualty insurance,
which amounts shall not be reduced by the Borrower in the absence of thirty (30)
days' prior notice to the Agent and business interruption insurance in an amount
not less than $1,000,000. All property damage and casualty insurance shall name
the Agent as loss payee/mortgagee, all liability insurance shall name the Agent
and the Lenders as additional insureds and all business interruption insurance
shall name Agent as assignee. Upon request of the Agent or any Lender, the
Borrower shall furnish the Agent, with sufficient copies for each Lender, at
reasonable intervals (but not more than once per calendar year) a certificate of
a Responsible Officer of the Borrower (and, if requested by the Agent, any
insurance broker of the Borrower) setting forth the nature and extent of all
insurance maintained by the Borrower and its Subsidiaries in accordance with
this Section 4.6.

          4.7 Payment of Obligations. The Borrower shall, and shall cause its
Subsidiaries to, pay, discharge and perform as the same shall become due and
payable or required to be performed, all their respective obligations and
liabilities, including:

          (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings which stay the enforcement of any Lien
and adequate reserves in accordance with GAAP are being maintained by the
Borrower or such Subsidiary;

          (b) all lawful claims which, if unpaid, would by law become a Lien
upon its Property;

          (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained herein and/or in any instrument or agreement
evidencing such Indebtedness; and

          (d) all obligations under any Contractual Obligation, including the
Related Agreements.

          4.8 Compliance with Laws. The Borrower shall comply, and shall cause
each of its Subsidiaries to comply, in all material respects, with all
Requirements of Law of any Governmental Authority having jurisdiction over it or
its business (including, without limitation, all Environmental Laws), except
such as may be contested in good faith by appropriate proceedings without risk
of loss of any Collateral and as to which a bona fide dispute exists and
appropriate reserves have been established on the Borrower's financial
statements.

          4.9 Inspection of Property and Books and Records. The Borrower shall
maintain and shall cause each of its Subsidiaries to maintain proper books of
record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and
matters involving the assets and business of the Borrower and such Subsidiaries.
The Borrower shall permit, and shall cause each of its Subsidiaries to permit,
representatives and independent contractors of the Agent (once a year at the
expense of Borrower), or any Lender (at such Lender's expense), to visit and
inspect any of their respective Properties, to examine their respective
corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss their respective affairs, finances and accounts with
their respective directors, officers, and independent public accountants, at
such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to the Borrower; provided,
however, when an Event of Default exists the Agent or any Lender may do any of
the foregoing at the expense of Borrower at any time during normal business
hours and without advance notice.

          4.10 Use of Proceeds. The Borrower shall use the proceeds of the Loans
solely as follows: (a) to repay the Prior Indebtedness, (b) to finance a portion
of the purchase price of Acquisitions permitted hereunder, and (c) for working
capital and other general corporate purposes not in contravention of any
Requirement of Law and not in violation of this Agreement.

          4.11 Solvency. The Borrower shall at all times be, and shall cause
each of its Subsidiaries to be, Solvent.

          4.12 Further Assurances. (a) The Borrower shall ensure that all
written information, exhibits and reports furnished to the Agent or the Lenders
do not and will not contain any untrue statement of a material fact and do not
and will not omit to state any material fact or any fact necessary to make the
statements contained therein not misleading in light of the circumstances in
which made, and will promptly disclose to the Agent and the Lenders and correct
any defect or error that may be discovered therein or in any Loan Document or in
the execution, acknowledgement or recordation thereof.

          (b) Promptly upon request by the Agent, the Borrower shall (and shall
cause any of its Subsidiaries to) take such additional actions as the Agent may
reasonably require from time to time in order (i) to carry out more effectively
the purposes of this Agreement or any other Loan Document, including causing any
Subsidiary to guaranty the Obligations and to grant to Agent, for the benefit of
Lenders, a security interest in all assets of such Subsidiary to secure such
guaranty, (ii) to subject to the Liens created by any of the Collateral
Documents any of the Properties, rights or interests covered by any of the
Collateral Documents, (iii) to perfect and maintain the validity, effectiveness
and priority of any of the Collateral Documents and the Liens intended to be
created thereby, and (iv) to better assure, convey, grant, assign, transfer,
preserve, protect and confirm to the Agent and Lenders the rights granted or now
or hereafter intended to be granted to the Agent and the Lenders under any Loan
Document or under any other document executed in connection therewith.


                         ARTICLE V - NEGATIVE COVENANTS

          The Borrower hereby covenants and agrees that, so long as any Lender
shall have any Commitment hereunder, or any Loan or other Obligation shall
remain unpaid or unsatisfied, unless the Requisite Lenders waive compliance in
writing:

          5.1 Limitation on Liens. The Borrower shall not, and shall not suffer
or permit any of its Subsidiaries to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part of
its Property, whether now owned or hereafter acquired, other than the following
("Permitted Liens"):

          (a) any Lien (other than Liens on the Collateral) existing on the
Property of the Borrower or its Subsidiaries on the Restatement Effective Date
and set forth in Schedule 5.1 securing Indebtedness outstanding on such date and
permitted by Section 5.5;

          (b) any Lien created under any Loan Document;

          (c) Liens for taxes, fees, assessments or other governmental charges
which are not delinquent or remain payable without penalty, or to the extent
that non-payment thereof is permitted by Section 4.7, provided that no Notice of
Lien has been filed or recorded under the Code;

          (d) carriers', warehousemen's, mechanics', landlords', materialmen's,
repairmen's or other similar Liens arising in the Ordinary Course of Business
which are not delinquent or remain payable without penalty or which are being
contested in good faith and by appropriate proceedings, which proceedings have
the effect of preventing the forfeiture or sale of the Property subject thereto
and for which adequate reserves in accordance with GAAP are being maintained;

          (e) Liens (other than any Lien imposed by ERISA and other than on the
Collateral) consisting of pledges or deposits required in the Ordinary Course of
Business in connection with workers' compensation, unemployment insurance and
other social security legislation;

          (f) Liens (other than Liens on the Collateral) consisting of judgment
or judicial attachment liens, provided that the enforcement of such Liens is
effectively stayed and all such Liens in the aggregate at any time outstanding
for the Borrower and its Subsidiaries do not exceed $100,000;

          (g) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the Ordinary Course of Business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the Property subject thereto or interfere
with the ordinary conduct of the businesses of the Borrower and its
Subsidiaries;

          (h) Purchase money security interests on any Property acquired or held
by the Borrower or its Subsidiaries in the Ordinary Course of Business, securing
Indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring such Property and permitted under subsection 5.5(d);
provided that (i) any such Lien attaches to such Property concurrently with or
within twenty (20) days after the acquisition thereof, (ii) such Lien attaches
solely to the Property so acquired in such transaction, and (iii) the principal
amount of the debt secured thereby does not exceed 100% of the cost of such
Property; and

          (i) Liens securing Capital Lease Obligations permitted under
subsection 5.5(d).

          5.2 Disposition of Assets. The Borrower shall not, and shall not
suffer or permit any of its Subsidiaries to, directly or indirectly, sell,
assign, lease, convey, transfer or otherwise dispose of (whether in one or a
series of transactions) any Property (including accounts and notes receivable,
with or without recourse) or enter into any agreement to do any of the
foregoing, except:

          (a) dispositions of inventory, or used, worn-out or surplus equipment,
all in the Ordinary Course of Business;

          (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment; and

          (c) dispositions not otherwise permitted hereunder which are made for
fair market value; provided, that (i) at the time of any disposition, no Event
of Default shall exist or shall result from such disposition, (ii) the aggregate
sales price from such disposition shall be paid in cash, and (iii) EBIDAT of the
asset group or business unit so sold by the Borrower and its Subsidiaries,
together, shall not exceed, in the aggregate, in any fiscal year ten percent
(10%) of EBIDAT for the twelve (12) month period ending on the last day of the
most recent month for which Agent has received financial statements.

          5.3 Consolidations and Mergers. The Borrower shall not, and shall not
suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except:

          (a) any Subsidiary of the Borrower may merge with the Borrower,
provided that the Borrower shall be the continuing or surviving corporation, or
with any one or more Subsidiaries of the Borrower, provided that if any
transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the
Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and

         (b) any Subsidiary of the Borrower may sell all or substantially all of
its assets (upon voluntary liquidation or otherwise), to the Borrower or another
Wholly-Owned Subsidiary of the Borrower.

          5.4 Loans and Investments. The Borrower shall not purchase or acquire,
or suffer or permit any of its Subsidiaries to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, including the establishment
or creation of a Subsidiary, or make or commit to make any Acquisitions, or make
or commit to make any advance, loan, extension of credit or capital contribution
to or any other investment in, any Person including any Affiliate of the
Borrower, except for:

          (a) investments in Cash Equivalents;

          (b) extensions of credit in the nature of accounts receivable or notes
receivable arising from the sale or lease of goods or services in the Ordinary
Course of Business;

          (c) extensions of credit by the Borrower to any of its Wholly-Owned
Subsidiaries or by any of its Wholly-Owned Subsidiaries to another of its
Wholly-Owned Subsidiaries of the Borrower;

          (d) additional purchases of or investments in the stock of
Subsidiaries, Joint Ventures or the capital stock, assets, obligations or other
securities of or interest in other Persons not exceeding, in the aggregate,
$250,000 as to all such purchases and investments;

          (e) Acquisitions permitted hereunder; and

          (f) the purchase, redemption or other acquisition of Borrower's
capital stock pursuant to Section 5.12.

          5.5 Limitation on Indebtedness. The Borrower shall not, and shall not
suffer or permit any of its Subsidiaries to, create, incur, assume, suffer to
exist, or otherwise become or remain directly or indirectly liable with respect
to, any Indebtedness, except:

          (a) Indebtedness incurred pursuant to this Agreement;

          (b) Indebtedness consisting of Contingent Obligations permitted
pursuant to Section 5.9;

          (c) Indebtedness existing on the Restatement Effective Date and set
forth in Schedule 5.5;

          (d) Indebtedness not to exceed $750,000 in the aggregate at any time
outstanding, consisting of Capital Lease Obligations or secured by purchase
money Liens permitted by subsection 5.1(h);

          (e) unsecured Subordinated Indebtedness incurred after the date hereof
in connection with Acquisitions permitted hereunder; provided (i) the holder of
such Subordinated Indebtedness enters into a subordination agreement in form and
substance satisfactory to Requisite Lenders; and (ii) no Default or Event of
Default shall exist or shall result from the incurrence of such Subordinated
Indebtedness; and

          (f) other Indebtedness not exceeding in the aggregate at any time
outstanding $300,000.

          5.6 Transactions with Affiliates. The Borrower shall not, and shall
not suffer or permit any of its Subsidiaries to, enter into any transaction with
any Affiliate of the Borrower or of any such Subsidiary, except:

          (a) as expressly permitted by this Agreement;

          (b) in the Ordinary Course of Business and pursuant to the reasonable
requirements of the business of the Borrower or such Subsidiary; or

          (c) the payment of reasonable salaries and expenses of officers of
Borrower and de minimis fees and expenses of directors of Borrower, in each case
for actual services rendered in the Ordinary Course of Business;

and, in each case (a) and (b), upon fair and reasonable terms no less favorable
to the Borrower or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Borrower or such
Subsidiary and which are disclosed in writing to Agent.

          5.7 Management Fees and Compensation. Except as permitted by Section
5.6, Borrower shall not, and shall not permit any of its Subsidiaries to pay any
management, consulting or similar fees to any Affiliate of the Borrower or to
any officer, director or employee of the Borrower or any of its Subsidiaries or
any Affiliate of the Borrower.

          5.8 Use of Proceeds. The Borrower shall not and shall not suffer or
permit any of its Subsidiaries to use any portion of the Loan proceeds, directly
or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance
indebtedness of the Borrower or others incurred to purchase or carry Margin
Stock, or otherwise in any manner which is in contravention of any Requirements
of Law.

          5.9 Contingent Obligations. The Borrower shall not, and shall not
suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Contingent Obligations except:

          (a) endorsements for collection or deposit in the Ordinary Course of
Business;

          (b) Rate Contracts entered into in the Ordinary Course of Business;
and

          (c) Contingent Obligations of the Borrower and its Subsidiaries
existing as of the Restatement Effective Date and listed in Schedule 5.9.

          5.10 Compliance with ERISA. The Borrower shall not, and shall not
suffer or permit any of its Subsidiaries to:

          (a) terminate any Plan subject to Title IV of ERISA so as to result in
any material liability to the Borrower or any ERISA Affiliate;

          (b) permit to exist any ERISA Event or any other event or condition,
which presents the risk of a material liability to any member of the Borrower or
any ERISA Affiliate;

          (c) make a complete or partial withdrawal (within the meaning of ERISA
Section 4201) from any Multiemployer Plan so as to result in any material
liability to the Borrower or any ERISA Affiliate;

          (d) enter into any new Plan or modify any existing Plan so as to
increase its obligations thereunder which could result in any material liability
to Borrower or any ERISA Affiliate; or

          (e) permit the present value of all nonforfeitable accrued benefits
under any Plan (using the actuarial assumptions utilized by the PBGC upon
termination of a Plan) materially to exceed the fair market value of Plan assets
allocable to such benefits, all determined as of the most recent valuation date
for each such Plan.

          5.11 Operating Lease Obligations. The Borrower shall not, and shall
not suffer or permit any of its Subsidiaries to, create or suffer to exist any
obligations for the payment of rent for any Property under lease or agreement to
lease (other than Capital Leases) if the aggregate annual rental payments for
any one such operating lease shall exceed $800,000 in any fiscal year of the
Borrower.

          5.12 Restricted Payments. The Borrower shall not, and shall not suffer
or permit any of its Subsidiaries to, (a) declare or make any dividend payment
or other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of its capital stock, (b)
purchase, redeem or otherwise acquire for value any shares of its capital stock
or any warrants, rights or options to acquire such shares, now or hereafter
outstanding or (c) make any payment or prepayment of principal of, premium, if
any, redemption, exchange, purchase, retirement, defeasance, sinking fund or
similar payment with respect to, Subordinated Indebtedness (the items described
in clauses (a), (b) and (c) are referred to as "Restricted Payments"); except
that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends
to the Borrower or any Wholly-Owned Subsidiary of the Borrower, and except that
the Borrower may:

               (i) declare and make dividend payments or other distributions
          payable solely in its common stock;

               (ii) purchase, redeem or otherwise acquire shares of its capital
          stock or warrants or options to acquire any such shares; provided (x)
          at the time of, and on a proforma basis after giving effect to, such
          purchase, redemption or acquisition, no Default or Event of Default
          shall exist and (y) the aggregate amount of purchases, redemptions and
          acquisitions shall not exceed $1,000,000 for any fiscal year;

               (iii) pay dividends on its Series A Convertible Preferred Stock
          at the rate of 6% per annum on the liquidation value thereof, and if
          an "Event of Noncompliance" (as defined in the Certificate of
          Designations, Preferences and Relative, Participating, Optional or
          Other Special Rights of such stock) has occurred, then at a rate of 8%
          per annum on the liquidation value thereof, provided in each case that
          at the time of, and on a proforma basis after giving effect to, such
          payment, no Default or Event of Default exists;

               (iv) make scheduled payments of principal and interest with
          respect to Subordinated Indebtedness permitted hereunder, as required
          in accordance with the terms thereof, but only, in each instance,
          subject to the subordination provisions contained in the agreement
          evidencing such Indebtedness or other subordination agreement executed
          in connection therewith, provided at the time of, and on a pro forma
          basis after giving effect to, such payment, no Default or Event of
          Default exists; and

               (v) repurchase the existing Allied warrants totalling 312,500
          shares for an amount not to exceed $1,440,000; provided that such
          repurchase shall be permitted only after Borrower has successfully
          consummated the public offering of its common stock by itself and
          certain selling shareholders pursuant to Borrower's Registration
          Statement on Form S-1, File No. 333-59461.

          5.13 Change in Business. (a) Borrower shall not engage in any business
activity other than (i) the ownership or purchase of stock or other equity
securities of Subsidiaries, (ii) performance of its obligations under the Loan
Documents to which it is a party and (iii) performance of certain administrative
and managerial functions on behalf of itself and its Subsidiaries.

          (b) Borrower shall not permit any of its Subsidiaries to engage in any
material line of business substantially different from those lines of business
carried on by such Subsidiary on the date hereof.

          5.14 Change in Structure. Except as expressly permitted under Section
5.3, the Borrower shall not and shall not permit any of its Subsidiaries to,
make any changes in its equity capital structure (including in the terms of its
outstanding stock), or amend its certificate of incorporation or by-laws if such
change or amendment could reasonably be expected to have a Material Adverse
Effect.

          5.15 Accounting Changes. The Borrower shall not, and shall not suffer
or permit any of its Subsidiaries to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the
fiscal year of the Borrower or of any of its consolidated Subsidiaries.

          5.16 Amendments to Related Agreements and Subordinated Indebtedness.
(a) The Borrower shall not (i) amend, modify, supplement, waive or otherwise
modify any provision of, the Related Agreements the effect of which could
reasonably be expected to have a Material Adverse Effect, or (ii) take or fail
to take any action under the Related Agreements that could reasonably be
expected to have a Material Adverse Effect.

          (b) Borrower shall not and shall not permit any of its Subsidiaries
directly or indirectly to change or amend the terms of any Subordinated
Indebtedness if the effect of such amendment is to: (i) increase the interest
rate on such Indebtedness; (ii) accelerate the dates upon which payments of
principal or interest are due on such Indebtedness; (iii) change any event of
default or add or make more restrictive any covenant with respect to such
Indebtedness; (iv) change the prepayment provisions of such Indebtedness; (v)
change the subordination provisions thereof (or the subordination terms of any
guaranty thereof); or (vi) change or amend any other term if such change or
amendment would materially increase the obligations of the obligor or confer
additional material rights on the holder of such Indebtedness in a manner
adverse to Borrower, any of its Subsidiaries, Agent or Lenders.

          5.17 Acquisitions.

          (a) When Borrower or any of its Subsidiaries desires to make an
Acquisition, Borrower shall deliver, or cause to be delivered, to Agent and each
Lender an acquisition summary with respect to the Target and such potential
Acquisition, such summary to include a reasonably detailed description of the
Target, its business (including financial information) and operating results
(including financial statements), the scope and results of Borrower's due
diligence inspections and investigations and the terms and conditions, including
economic terms, of the proposed Acquisition. Borrower will not consummate and
will not permit any Subsidiary to consummate any Acquisition without the prior
written consent of Requisite Lenders if the sum of the gross purchase price
(including the value of any non-cash component thereof and non- compete
payments) and all closing costs (collectively, "Acquisition Cost") to be paid
for the Target to be paid by Borrower and its Subsidiaries is greater than
$3,000,000.

          (b) It is understood and agreed that (i) each Lender's decision to
consent to an Acquisition shall be based upon such Lender's evaluation and
approval of the business and financial condition of the Target and review and
approval of the Acquisition Documents in connection with the proposed
Acquisition; (ii) each transaction must be structured as an asset purchase by,
or merger with, a Subsidiary of Borrower or a stock purchase by Borrower or a
Subsidiary of Borrower and (iii) Agent shall have received an Availability
Certificate as required by subsection 4.2(d) and, after giving effect to such
Loan, the Maximum Revolving Loan Balance exceeds the outstanding principal
balance of the Revolving Loans by not less than $250,000.

          (c) Within five (5) Business Days after receipt of the summary, Agent
will notify Borrower if it or any Lender reasonably requires any additional
information with respect to the proposed Acquisition and the Target which is the
subject thereof. No later than the later of (x) ten (10) Business Days after
Agent's receipt of the acquisition summary and additional information as Agent
or any Lender shall reasonably request if the amount of the Revolving Loan to
finance such Acquisition is less than $5,000,000 and (y) twenty (20) Business
Days after such receipt if the amount of the Revolving Loan so required is
$5,000,000 or more, Agent will notify Borrower, in writing, whether or not
Requisite Lenders approve or disapprove of the proposed Acquisition on the terms
set forth in the acquisition summary. Any failure on the part of Requisite
Lenders either to approve or disapprove, in writing, the proposed Acquisition
within said ten (10) or twenty (20) Business Day period, as applicable, shall
constitute disapproval by Requisite Lenders of such Acquisition on the terms and
conditions set forth in the acquisition summary. If there is any material change
to the terms of the proposed Acquisition or any adverse change to the Target
which is the subject of such proposed Acquisition, Borrower shall notify Agent
of the same and further approval will be required, which approval will be
granted or denied within five (5) Business Days of receipt of written notice of
such material change. Any failure on the part of Requisite Lenders either to
approve or disapprove within said five (5) Business Day period shall constitute
Requisite Lenders' disapproval.

          (d) The foregoing provisions do not impair, vitiate or affect the
conditions to Lenders' obligations to fund Loans as provided in Article II of
this Agreement.


                        ARTICLE VI - FINANCIAL COVENANTS

          6.1 Capital Expenditures. Borrower and its Subsidiaries shall not make
or commit to make Capital Expenditures for the twelve (12) month period ending
on the last day of any calendar quarter in excess of two percent (2%) of gross
revenues (calculated in accordance with GAAP) for such twelve (12) month period.

          6.2 Leverage Ratio. The Borrower shall not permit its Leverage Ratio
for the twelve (12) month period ending on the last day of any fiscal quarter to
be greater than 5.5.

          6.3 Fixed Charge Coverage Ratio. The Borrower shall not permit its
ratio of Cash Flow to Fixed Charges as determined as of the last day of any
fiscal quarter for the twelve (12) months then ended to be less than 1.05.

          6.4 Interest Coverage Ratio. The Borrower shall not permit its ratio
of Cash Flow to Consolidated Net Interest Expense as determined as of the last
day of any fiscal quarter for the twelve (12) months then ended to be less than
1.75.

                         ARTICLE VII - EVENTS OF DEFAULT

          7.1 Event of Default. Any of the following shall constitute an "Event
of Default":

          (a) Non-Payment. The Borrower fails to pay, (i) when and as required
to be paid herein, any amount of principal of or interest on any Loan, including
after maturity of the Loans, whether by acceleration or otherwise, or (ii)
within five (5) days after the same shall become due, any fee or any other
amount payable hereunder or pursuant to any other Loan Document; or

          (b) Representation or Warranty. Any representation or warranty by the
Borrower or any of its Subsidiaries made or deemed made herein, in any Loan
Document, or which is contained in any certificate, document or financial or
other statement by the Borrower, any of its Subsidiaries, or their respective
Responsible Officers, furnished at any time under this Agreement, or in or under
any Loan Document, shall prove to have been incorrect in any material respect on
or as of the date made or deemed made; or

          (c) Specific Defaults. The Borrower fails to perform or observe any
term, covenant or agreement contained in Sections 4.1, 4.2(b), 4.2(d), 4.9 or
Article V or Article VI hereof; or

          (d) Other Defaults. The Borrower or, except as provided in subsection
7.1(m), any of its Subsidiaries fails to perform or observe any other term or
covenant contained in this Agreement or any Loan Document, and such default
shall continue unremedied for a period of thirty (30) days after the date upon
which written notice thereof is given to the Borrower by the Agent or any
Lender; or

          (e) Cross-Default. The Borrower or any of its Subsidiaries (i) fails
to make any payment in respect of any Indebtedness or Contingent Obligation
having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or
syndicated credit arrangement) of more than $1,000,000 when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) and
such failure continues after the applicable grace or notice period, if any,
specified in the document relating thereto on the date of such failure; or (ii)
fails to perform or observe any other condition or covenant, or any other event
shall occur or condition exist, under any agreement or instrument relating to
any such Indebtedness or Contingent Obligation, if the effect of such failure,
event or condition is to cause the holder or holders of such Indebtedness or
beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to cause such
Indebtedness to be declared to be due and payable prior to its stated maturity,
or such Contingent Obligation to become payable or cash collateral in respect
thereof to be demanded; or

          (f) Insolvency; Voluntary Proceedings. The Borrower or any of its
Subsidiaries (i) ceases or fails to be Solvent, or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject to
applicable grace periods, if any, whether at stated maturity or otherwise; (ii)
voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or (iv) takes any
action to effectuate or authorize any of the foregoing; or

          (g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding
is commenced or filed against the Borrower or any Subsidiary of the Borrower, or
any writ, judgment, warrant of attachment, execution or similar process, is
issued or levied against a substantial part of the Borrower's or any of its
Subsidiaries' Properties, and any such proceeding or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within sixty (60) days
after commencement, filing or levy; (ii) the Borrower or any of its Subsidiaries
admits the material allegations of a petition against it in any Insolvency
Proceeding, or an order for relief (or similar order under non-U.S. law) is
ordered in any Insolvency Proceeding; or (iii) the Borrower or any of its
Subsidiaries acquiesces in the appointment of a receiver, trustee, custodian,
conservator, liquidator, mortgagee in possession (or agent therefor), or other
similar Person for itself or a substantial portion of its Property or business;

          (h) ERISA. (i) A member of the Controlled Group shall fail to pay when
due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under a Multiemployer Plan;
(ii) the Borrower or an ERISA Affiliate shall fail to satisfy its contribution
requirements under Section 412(c)(11) of the Code, whether or not it has sought
a waiver under Section 412(d) of the Code; (iii) in the case of an ERISA Event
involving the withdrawal from a Plan of a "substantial employer" (as defined in
Section 4001(a)(2) or Section 4062(e) of ERISA), the withdrawing employer's
proportionate share of that Plan's Unfunded Pension Liabilities is more than
$250,000; (iv) in the case of an ERISA Event involving the complete or partial
withdrawal from a Multiemployer Plan, the withdrawing employer has incurred a
withdrawal liability in an aggregate amount exceeding $250,000; (v) in the case
of an ERISA Event not described in clause (iii) or (iv), the Unfunded Pension
Liabilities of the relevant Plan or Plans exceed $250,000; (vi) a Plan that is
intended to be qualified under Section 401(a) of the Code shall lose its
qualification, and the loss can reasonably be expected to impose on members of
the Controlled Group liability (for additional taxes, to Plan participants, or
otherwise) in the aggregate amount of $250,000 or more; (vii) the commencement
or increase of contributions to, or the adoption of or the amendment of a Plan
by, a member of the Controlled Group shall result in a net increase in unfunded
liabilities to the Controlled Group in excess of $250,000; (viii) any member of
the Controlled Group engages in or otherwise becomes liable for a non-exempt
prohibited transaction and the initial tax or additional tax under section 4975
of the Code relating thereto might reasonably be expected to exceed $250,000;
(ix) a violation of section 404 or 405 of ERISA or the exclusive benefit rule
under section 401(a) of the Code if such violation might reasonably be expected
to expose a member or members of the Controlled Group to monetary liability in
excess of $250,000; (x) any member of the Controlled Group is assessed a tax
under section 4980B of the Code in excess of $250,000; or (xi) the occurrence of
any combination of events listed in clauses (iii) through (x) that involves a
potential liability, net increase in aggregate Unfunded Pension Liabilities,
unfunded liabilities, or any combination thereof, in excess of $250,000.

          (i) Monetary Judgments. One or more judgments, non-interlocutory
orders, decrees or arbitration awards shall be entered against the Borrower or
any of its Subsidiaries involving in the aggregate a liability (not fully
covered by independent third-party insurance) as to any single or related series
of transactions, incidents or conditions, of $250,000 or more, and the same
shall remain unsatisfied, unvacated and unstayed pending appeal for a period of
thirty (30) days after the entry thereof; or

          (j) Non-Monetary Judgments. Any non-monetary judgment, order or decree
shall be rendered against the Borrower or any of its Subsidiaries which does or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of ten (10) consecutive days during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or otherwise, shall not be
in effect; or

          (k) Collateral. Any material provision of any Collateral Document
shall for any reason cease to be valid and binding on or enforceable against the
Borrower or any Subsidiary of the Borrower party thereto or the Borrower or any
Subsidiary of the Borrower shall so state in writing or bring an action to limit
its obligations or liabilities thereunder; or any Collateral Document shall for
any reason (other than pursuant to the terms thereof and other than the failure
of Agent to take any action within its control) cease to create a valid security
interest in the Collateral purported to be covered thereby or such security
interest shall for any reason cease to be a perfected and first priority
security interest subject only to Permitted Liens other than due to the failure
of Agent to take any action within its control; or

          (l) Ownership. Subject to the provisions of Section 5.2(c) and 5.3,
Borrower ceases to own 100% of the outstanding capital stock of each of Esq. Com
CSD, Inc., Esq. Com Georgia, Inc., Esquire Deposition Services, Inc., Esquire
Staffing Services, Inc., Esquire Document Retrieval Services, Inc. and any other
wholly-owned Subsidiary acquired or created in an Acquisition permitted
hereunder.

          (m) Subsidiary Guaranty. A Subsidiary shall fail in any material
respect to perform or observe any term, covenant or agreement in the guaranty
executed by such Subsidiary, or any guaranty shall for any reason be partially
(including with respect to future advances) or wholly revoked or invalidated, or
otherwise cease to be in full force and effect, or Borrower or any of its
Subsidiaries shall contest in any manner the validity or enforceability thereof
or deny that it has any further liability or obligation thereunder; or

          (n) Invalidity of Subordination Provisions. The subordination
provisions of the subordination agreements delivered to Agent pursuant to
Section 2.1(q) or 5.5(e) or any agreement or instrument governing any
Subordinated Debt shall for any reason be revoked or invalidated, or otherwise
cease to be in full force and effect, or any Obligor a party thereto shall
contest in any manner the validity or enforceability thereof or deny that it has
any further liability or obligation thereunder, or the Obligations for any
reason shall not have the priority contemplated by this Agreement or such
subordination provisions.

          7.2 Remedies. If any Event of Default occurs, the Agent may, and shall
at the request of the Requisite Lenders:

          (a) declare the Commitment of each Lender to make Loans or issue
Letters of Credit to be terminated, whereupon such Commitments shall forthwith
be terminated;

          (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable;
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower; and

          (c) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

PROVIDED, HOWEVER, that upon the occurrence of any event specified in
subsections 7.1(f) and (g) above (in the case of clause (i) of paragraph (g)
upon the expiration of the 60-day period mentioned therein), the obligation of
each Lender to make Loans shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable without further act of the Agent or
any Lender.

          7.3 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

          7.4 Cash Collateral for Letters of Credit. If an Event of Default has
occurred and is continuing or this Agreement shall be terminated for any reason,
then the Agent may demand (which demand shall be deemed to have been delivered
automatically upon any acceleration of the Loans and other obligations hereunder
pursuant to Section 7.2 hereof), and Borrower shall thereupon deliver to the
Agent, to be held for the benefit of the Agent and the Lenders entitled thereto,
an amount of cash equal to the amount of all outstanding Letters of Credit
(determined in accordance with subsection 1.1(c) hereof) as additional
collateral security for Borrower's Obligations in respect of any outstanding
Letters of Credit. The Agent may at any time apply any or all of such cash and
cash collateral to the payment of any or all of Borrower's Obligations in
respect of any Lender Letters of Credit or Letter of Credit Participation
Agreements. Pending such application, the Agent may (but shall not be obligated
to) invest the same in an interest bearing account in the Agent's name, for the
benefit of the Agent and the Lenders entitled thereto, under which deposits are
available for immediate withdrawal, at such bank or financial institution as the
Agent may, in its discretion, select.


                            ARTICLE VIII - THE AGENT

          8.1 Appointment and Authorization. Each Lender hereby irrevocably
appoints, designates and authorizes the Agent to take such action on its behalf
under the provisions of this Agreement and each other Loan Document and to
exercise such powers and perform such duties as are expressly delegated to it by
the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary contained elsewhere in this Agreement or in any other Loan
Document, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.

          8.2 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

          8.3 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document (except for its own
gross negligence or willful misconduct), or (ii) be responsible in any manner to
any of the Lenders for any recital, statement, representation or warranty made
by the Borrower or any Subsidiary or Affiliate of the Borrower, or any officer
thereof, contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or any
other Loan Document, or for the value of any Collateral or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the Properties, books or records of the Borrower or any of the
Borrower's Subsidiaries or Affiliates.

          8.4 Reliance by Agent. The Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile or telephone message,
statement or other document or conversation believed by it to be genuine and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Agent. The Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Lenders (or, where an action or waiver need only be approved by the
Requisite Lenders, by the Requisite Lenders) as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement or
any other Loan Document in accordance with a request or consent of the Lenders
(or, where an action or waiver need only be approved by the Requisite Lenders,
by the Requisite Lenders) and such request and any action taken or failure to
act pursuant thereto shall be binding upon all of the Lenders.

          8.5 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Agent for the account of the Lenders, unless the Agent shall have
received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". In the event that the Agent receives such a
notice, the Agent shall give notice thereof to the Lenders. The Agent shall take
such action with respect to such Default or Event of Default as shall be
requested by the Requisite Lenders in accordance with Article VII; provided,
however, that unless and until the Agent shall have received any such request,
the Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable or in the best interest of the Lenders.

          8.6 Credit Decision. Each Lender expressly acknowledges that none of
the Agent-Related Persons has made any representation or warranty to it and that
no act by the Agent hereinafter taken, including any review of the affairs of
the Borrower and its Subsidiaries shall be deemed to constitute any
representation or warranty by the Agent to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon the Agent and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower and
its Subsidiaries, and all applicable bank regulatory laws relating to the
transactions contemplated thereby, and made its own decision to enter into this
Agreement and extend credit to the Borrower hereunder. Each Lender also
represents that it will, independently and without reliance upon the Agent and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly herein required to be furnished to the Lenders by the Agent,
the Agent shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower
which may come into the possession of the Agent.

          8.7 Indemnification. Whether or not the transactions contemplated
hereby shall be consummated, upon demand therefor the Lenders shall indemnify
the Agent (to the extent not reimbursed by or on behalf of the Borrower and
without limiting the obligation of the Borrower to do so), ratably from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind
whatsoever which may at any time (including at any time following the repayment
of the Loans and the termination or resignation of the Agent) be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of this Agreement or any document contemplated by or referred to herein or the
transactions contemplated hereby or thereby or any action taken or omitted by
the Agent under or in connection with any of the foregoing; provided, however,
that no Lender shall be liable for the payment to the Agent of any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting solely from the Agent's gross
negligence or willful misconduct. In addition, each Lender shall reimburse the
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs) incurred by the Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein
to the extent that the Agent is not reimbursed for such expenses by or on behalf
of the Borrower. Without limiting the generality of the foregoing, if the
Internal Revenue Service or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Agent did not properly
withhold tax from amounts paid to or for the account of any Lender (because the
appropriate form was not delivered, was not properly executed, or because such
Lender failed to notify the Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding tax ineffective, or for any
other reason) such Lender shall indemnify the Agent fully for all amounts paid,
directly or indirectly, by the Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts
payable to the Agent under this Section 8.7, together with all related costs and
expenses (including Attorney Costs). The obligation of the Lenders in this
Section 8.7 shall survive the payment of all Obligations hereunder.

          8.8 Agent in Individual Capacity. Antares and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory or other business with the Borrower and its Subsidiaries and
Affiliates as though Antares were not the Agent hereunder and without notice to
or consent of the Lenders. With respect to its Loans, Antares shall have the
same rights and powers under this Agreement as any other Lender and may exercise
the same as though it were not the Agent, and the terms "Lender" and "Lenders"
shall include Antares in its individual capacity.

          8.9 Successor Agent. The Agent may resign as Agent upon thirty (30)
days' prior notice to the Lenders. If the Agent shall resign as Agent under this
Agreement, the Requisite Lenders shall appoint from among the Lenders a
successor agent for the Lenders. If no successor agent is appointed prior to the
effective date of the resignation of the Agent, the Agent may thereupon appoint
a successor agent from among the Lenders. Upon the acceptance of its appointment
as successor agent hereunder, such successor agent shall succeed to all the
rights, powers and duties of the retiring Agent and the term "Agent" shall mean
such successor agent and the retiring Agent's appointment, powers and duties as
Agent shall be terminated. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article VIII and Sections 9.4 and 9.5 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement. If no successor agent has accepted appointment as
Agent by the date which is thirty (30) days following a retiring Agent's notice
of resignation (or, if later, ten (10) days after the date upon which the Agent
designates a successor agent), the retiring Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Agent hereunder until such time, if any, as the Requisite Lenders
appoint a successor agent as provided for above.

          8.10 Collateral Matters.

          (a) The Agent is authorized (but not required) on behalf of all the
Lenders, without the necessity of any notice to or further consent from the
Lenders, from time to time to take any action with respect to any Collateral or
the Collateral Documents which may be necessary to perfect and maintain
perfected the security interest in and Liens upon the Collateral granted
pursuant to the Collateral Documents.

          (b) The Lenders irrevocably authorize the Agent, at its option and in
its discretion, to release any Lien granted to or held by the Agent upon any
Collateral:

               (i) upon termination of the Commitments and payment in full of
          all Loans and all other Obligations then payable under this Agreement
          and under any other Loan Document;

               (ii) constituting Property sold or to be sold or disposed of as
          part of or in connection with any disposition permitted hereunder;

               (iii) consisting of an instrument evidencing Indebtedness or of
          any other debt instrument, if the indebtedness evidenced thereby has
          been paid in full; or

               (iv) if approved, authorized or ratified in writing by the
          Requisite Lenders or all the Lenders, as the case may be, as provided
          in subsection 9.1(f).

Upon request by the Agent at any time, the Lenders will confirm in writing the
Agent's authority to release particular types or items of Collateral pursuant to
this subsection 8.10(b).

          (c) Each Lender agrees with and in favor of each other Lender (which
agreement shall not be for the benefit of the Borrower or any of its
Subsidiaries) that the Borrower's obligation to such Lender under this Agreement
and the other Loan Documents shall be equally and ratably secured by any real
property and/or other collateral now or hereafter securing any obligations of
the Borrower or any of its Subsidiaries to such Lender, whether or not the same
constitutes Collateral hereunder.


                           ARTICLE IX - MISCELLANEOUS

          9.1 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrower therefrom, shall be effective unless the same shall be
in writing and signed by the Requisite Lenders, the Borrower and acknowledged by
the Agent, and then such waiver shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
waiver, amendment, or consent shall, unless in writing and signed by all the
Lenders, the Borrower and acknowledged by the Agent, do any of the following:

          (a) increase or extend the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to subsection 7.2(a)) or subject any Lender to
any additional obligations;

          (b) postpone or delay any date fixed for any payment of principal,
interest, fees or other amounts due to the Lenders (or any of them) hereunder or
under any Loan Document;

          (c) reduce the principal of, or the rate of interest specified herein
or the amount of interest payable in cash specified herein on any Loan, or of
any fees or other amounts payable hereunder or under any Loan Document;

          (d) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans which shall be required for the Lenders or
any of them to take any action hereunder;

          (e) amend this Section 9.1 or the definition of Requisite Lenders or
any provision providing for consent or other action by all Lenders; or

          (f) release all or substantially all of the Collateral except as
otherwise may be provided in this Agreement or the other Loan Documents;

and, provided further, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Requisite Lenders or all the
Lenders, as the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document.

          9.2 Notices. (a) All notices, requests and other communications
provided for hereunder shall be in writing (including, unless the context
expressly otherwise provides, by facsimile transmission) and mailed by certified
or registered mail, faxed or delivered, to the address or facsimile number
specified for notices on the applicable signature page hereof; or, if directed
to the Borrower or the Agent, to such other address as shall be designated by
such party in a written notice to each of the other parties hereto given in
compliance herewith, or, if directed to any other party hereto, to such other
address as shall be designated by such party in a written notice given in
compliance herewith to the Borrower and the Agent.

          (b) All such communications shall be deemed to have been given or made
(i) if delivered in person, when delivered, (ii) if delivered by telecopy, on
the date of transmission if transmitted on a Business Day before 4:00 p.m.
Chicago time, otherwise on the next Business Day, (iii) if delivered by
overnight courier, one (1) Business Day after delivery to the courier properly
addressed and (iv) if mailed, three (3) Business Days after deposited in the
United States mail, certified or registered; except that notices pursuant to
Article I or VII shall not be effective until actually received by the Agent.

          (c) The Borrower acknowledges and agrees that any agreement of the
Agent and the Lenders in Article I hereof to receive certain notices by
telephone and facsimile is solely for the convenience and at the request of the
Borrower. The Agent and the Lenders shall be entitled to rely on the authority
of any Person purporting to be a Person authorized by the Borrower to give such
notice and the Agent and the Lenders shall not have any liability to the
Borrower or other Person on account of any action taken or not taken by the
Agent or the Lenders in reliance upon such telephonic or facsimile notice. The
obligation of the Borrower to repay the Loans shall not be affected in any way
or to any extent by any failure by the Agent and the Lenders to receive written
confirmation of any telephonic or facsimile notice or the receipt by the Agent
and the Lenders of a confirmation which is at variance with the terms understood
by the Agent and the Lenders to be contained in the telephonic or facsimile
notice.

          9.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Lender, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

          9.4 Costs and Expenses. Whether or not the transactions contemplated
hereby shall be consummated, the Borrower shall pay or reimburse:

          (a) Antares (including in its capacity as Agent) within five (5)
Business Days after demand (except as otherwise provided in subsection 2.1(f))
for all costs and expenses incurred by Antares (including in its capacity as
Agent) in connection with the development, preparation, syndication, delivery,
administration and execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), this Agreement, any
Loan Document and any other documents prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and
thereby, including the reasonable Attorney Costs incurred by Antares (including
in its capacity as Agent) with respect thereto; provided, however, that Attorney
Costs for each Acquisition after the Restatement Effective Date shall not exceed
$20,000 plus out-of-pocket expenses unless otherwise agreed to by Agent and
Borrower;

          (b) pay or reimburse each Lender and the Agent within five (5)
Business Days after demand for all costs and expenses incurred by them in
connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies during the existence of an Event of Default (including in
connection with any "workout" or restructuring regarding the Loans, and
including in any Insolvency Proceeding or appellate proceeding) under this
Agreement, any other Loan Document, and any such other documents, including
Attorney Costs, incurred by the Agent and/or any Lender; and

          (c) pay or reimburse Agent within five (5) Business Days after demand
for all appraisal, audit, environmental inspection and review (including the
allocated cost of such internal services), search and filing costs, fees and
expenses, incurred or sustained by Agent in connection with the matters referred
to under subsections (a) and (b) of this Section 9.4.

          9.5 Indemnity. Whether or not the transactions contemplated hereby
shall be consummated, the Borrower shall indemnify, defend and hold harmless
each Lender, the Agent and each of their respective officers, directors,
employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person")
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, charges, expenses or disbursements
(including Attorney Costs):

          (a) of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of this Agreement and any
other Loan Documents, or the transactions contemplated hereby and thereby, and
with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to this Agreement or the
Loans or the use of the proceeds thereof, whether or not any Indemnified Person
is a party thereto; and

          (b) which may be incurred by or asserted against such Indemnified
Person in connection with or arising out of any pending or threatened
investigation, litigation or proceeding, or any action taken by any Person, with
respect to any Environmental Claim arising out of or related to any Property
subject to a Mortgage in favor of the Agent or any Lender;

(all the foregoing, collectively, the "Indemnified Liabilities"); provided, 
that the Borrower shall have no obligation hereunder to any Indemnified Person 
with respect to Indemnified Liabilities arising from the gross negligence or 
willful misconduct of such Indemnified Person.

          No action taken by legal counsel chosen by the Agent or any Lender in
defending against any investigation, litigation or proceeding or requested
remedial, removal or response action shall vitiate or any way impair the
Borrower's obligation and duty hereunder to indemnify and hold harmless the
Agent and each Lender. In no event shall any site visit, observation, or testing
by the Agent or any Lender (or any contractee of the Agent or any Lender) be
deemed a representation or warranty that Hazardous Materials are or are not
present in, on, or under, the site, or that there has been or shall be
compliance with any Environmental Law. Neither the Borrower nor any other Person
is entitled to rely on any site visit, observation, or testing by the Agent or
any Lender. Neither the Agent nor any Lender owes any duty of care to protect
the Borrower or any other Person against, or to inform the Borrower or any other
party of, any Hazardous Materials or any other adverse condition affecting any
site or Property. Neither the Agent nor any Lender shall be obligated to
disclose to the Borrower or any other Person any report or findings made as a
result of, or in connection with, any site visit, observation, or testing by the
Agent or any Lender.

          The obligations in this Section 9.5 shall survive payment of all other
Obligations. At the election of any Indemnified Person, the Borrower shall
defend such Indemnified Person using legal counsel satisfactory to such
Indemnified Person in such Person's sole discretion, at the sole cost and
expense of the Borrower. All amounts owing under this Section 9.5 shall be paid
within thirty (30) days after demand.

          9.6 Marshalling; Payments Set Aside. Neither the Agent nor any Lender
shall be under any obligation to marshall any assets in favor of the Borrower or
any other Person or against or in payment of any or all of the Obligations. To
the extent that the Borrower makes a payment or payments to the Agent or any
Lender, or the Agent or any Lender enforces its Liens or exercise its rights of
setoff, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Agent in its discretion) to be repaid to a
trustee, receiver or any other party in connection with any Insolvency
Proceeding, or otherwise, then:

          (a) to the extent of such recovery the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such payment had not been made or such enforcement or setoff
had not occurred; and

          (b) each Lender severally agrees to pay to the Agent upon demand its
ratable share of the total amount so recovered from or repaid by the Agent.

          9.7 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that any assignment by any Lender shall be
subject to the provisions of Section 9.8 hereof, and provided further that the
Borrower may not assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of the Agent and each Lender.

          9.8 Assignments, Participations, etc. (a) Any Lender may, with the
written consent of the Agent and Borrower, which consent shall not be
unreasonably withheld, at any time assign and delegate to one or more Eligible
Assignees (provided that no written consent of the Agent or Borrower shall be
required in connection with any assignment and delegation by a Lender to an
Eligible Assignee that is an Affiliate of such Lender) (each an "Assignee") all,
or any ratable part of all, of the Loans, the Commitments and the other rights
and obligations of such Lender hereunder, in a minimum amount of $5,000,000 or,
if less, the entire Commitment of such Lender; provided, however, that the
Borrower and the Agent may continue to deal solely and directly with such Lender
in connection with the interest so assigned to an Assignee until:

               (i) written notice of such assignment, together with payment
          instructions, addresses and related information with respect to the
          Assignee, shall have been given to the Borrower and the Agent by such
          Lender and the Assignee;

               (ii) such Lender and its Assignee shall have delivered to the
          Borrower and the Agent an Assignment and Acceptance in form and
          substance reasonably satisfactory to Agent, such Lender and its
          Assignee (an "Assignment and Acceptance"); and

               (iii) the assignor Lender or the Assignee has paid to the Agent a
          processing fee in the amount of $3,000.

          (b) From and after the date that the Agent notifies the assignor
Lender that the Agent has received and provided its consent with respect to an
executed Assignment and Acceptance and payment of the above-referenced
processing fee:

               (i) the Assignee thereunder shall be a party hereto and, to the
          extent that rights and obligations hereunder have been assigned to it
          pursuant to such Assignment and Acceptance, shall have the rights and
          obligations of a Lender under this Agreement and the other Loan
          Documents; and

               (ii) the assignor Lender shall, to the extent that rights and
          obligations hereunder and under the other Loan Documents have been
          assigned by it pursuant to such Assignment and Acceptance, relinquish
          its rights and be released from its obligations under the Loan
          Documents.

          (c) Immediately upon the making of the processing fee payment to the
Agent in respect of the Assignment and Acceptance, this Agreement shall be
deemed to be amended to the extent, but only to the extent, necessary to reflect
the addition of the Assignee and the resulting adjustment of the Commitments
arising therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Lender to the same extent.

          (d) Any Lender may at any time sell to one or more commercial banks or
other Persons not Affiliates of the Borrower (a "Participant") participating
interests in any Loans, the Commitment of that Lender and the other interests of
that Lender (the "Originating Lender") hereunder and under the other Loan
Documents; provided, however, that:

               (i) the Originating Lender's obligations under this Agreement
          shall remain unchanged;

               (ii) the Originating Lender shall remain solely responsible for
          the performance of such obligations;

               (iii) the Borrower and the Agent shall continue to deal solely
          and directly with the Originating Lender in connection with the
          Originating Lender's rights and obligations under this Agreement and
          the other Loan Documents;

               (iv) no Lender shall transfer or grant any participating interest
          under which the Participant shall have rights to approve any amendment
          to, or any consent or waiver with respect to, this Agreement or any
          other Loan Document, except to the extent such amendment, consent or
          waiver would require unanimous consent of the Lenders as described in
          the first proviso to Section 9.1; and

               (v) the participation shall be in a minimum amount of $5,000,000
          or, if less, the entire commitment of such Originating Lender.

In the case of any such participation, the Participant shall not have any rights
under this Agreement, or any of the other Loan Documents, and all amounts
payable by the Borrower hereunder shall be determined as if such Lender had not
sold such participation.

          (e) Notwithstanding any other provision contained in this Agreement or
any other Loan Document to the contrary, any Lender may assign all or any
portion of the Loans held by it to any Federal Reserve Lender or the United
States Treasury as collateral security pursuant to Regulation A of the Federal
Reserve Board and any Operating Circular issued by such Federal Reserve Lender,
provided that any payment in respect of such assigned Loans made by the Borrower
to or for the account of the assigning or pledging Lender in accordance with the
terms of this Agreement shall satisfy the Borrower's obligations hereunder in
respect to such assigned Loans to the extent of such payment. No such assignment
shall release the assigning Lender from its obligations hereunder.

          9.9 Confidentiality. Each of the Agent and the Lenders shall maintain
in confidence in accordance with its customary procedures for handling
confidential information, all written information that Borrower or any of its
Subsidiaries, or any of their authorized representatives, furnishes to the Agent
or any Lender on a confidential basis clearly marked as such ("Confidential
Information"), other than any such Confidential Information that becomes
generally available to the public other than as a result of a breach by the
Agent or any Lender of its obligations hereunder or that is or becomes available
to the Agent or such Lender from a source other than Borrower or any of its
Subsidiaries, or any of their authorized representatives, and that is not, to
the actual knowledge of the recipient thereof, subject to obligations of
confidentiality with respect thereto; provided, however, that the Agent and each
Lender shall in any event have the right to deliver copies of any such
documents, and to disclose any such information, to:

          (a) its directors, officers, trustees, partners, employees, agents,
attorneys and professional consultants;

          (b) any other Lender and any successor Agent;

          (c) any Person to which such Lender offers to sell any Loan or any
part thereof or interest or participation therein (provided such Person agrees
to keep such information confidential on the terms set forth in this Section
9.9);

          (d) any Person from which such Lender offers to purchase any security
of the Borrower or any of its Subsidiaries;

          (e) any federal or state regulatory authority or examiner, or any
insurance industry association, including, without limitation, the National
Association of Insurance Commissioners, regulating or having jurisdiction over
the Agent or such Lender; and

          (f) any other Person to which such delivery or disclosure may be
necessary or appropriate (i) in compliance with any applicable law, rule,
regulation or order, (ii) in response to any subpoena or other legal process or
informal investigative demand, (iii) in connection with any litigation to which
the Agent or such Lender is a party, or (iv) in connection with the enforcement
of the rights and remedies of the Agent or the Lenders under this Agreement and
the other Loan Documents at any time when an Event of Default shall have
occurred and be continuing.

          9.10 Set-off; Sharing of Payments. In addition to any rights and
remedies now or hereafter granted under applicable law, and not by way of
limitation of any such rights or remedies, upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby authorized by the
Borrower at any time and from time to time, with reasonably prompt subsequent
notice to the Borrower or to any other Person (any prior or contemporaneous
notice being hereby expressly waived by the Borrower) to set off and to
appropriate and to apply any and all

          (a) balances held by such Lender at any of its offices for the account
of the Borrower or any of its Subsidiaries (regardless of whether such balances
are then due to the Borrower or any of its Subsidiaries); and

          (b) other Property at any time held or owing by such Lender to or for
the credit or for the account of the Borrower or any of its Subsidiaries;

against and on account of any and all Obligations which are not paid when
due; except that no Lender shall exercise such right without the prior
written consent of the Agent. Any Lender having a right to set off shall
purchase for cash (and the other Lenders shall sell) participations in each such
other Lender's pro rata share of the Obligations as would be necessary to cause
such Lender to share the benefit of such right of set-off with each other Lender
in accordance with their respective pro rata shares of the Obligations. The
Borrower agrees, to the fullest extent permitted by law, that (i) any Lender may
exercise its right to set off with respect to amounts in excess of its pro rata
share of the Obligations and may sell participations to other Lenders, and (ii)
any Lender so purchasing a participation in the Obligations held by other
Lenders may exercise all rights of setoff, bankers' lien, counterclaim or
similar rights with respect to such participation as fully as if such Lender
were a direct holder of Obligations in the amount of such participation. The
Borrower hereby grants to each Lender a security interest in all such deposits
and other Property, whether now existing or hereafter arising, held by each
Lender for the purposes set forth herein.

          9.11 Automatic Debits of Fees. The Borrower hereby irrevocably
authorizes the Agent to debit any deposit account of the Borrower with the Agent
in such amounts as may be necessary with respect to any interest, Commitment
Fee, Letter of Credit Participation Fee, facility fee, wire transfer fee or
other fee, or any other cost or expense (including Attorney Costs) due and
payable to the Agent, for itself or for the benefit of the Lenders, under the
Loan Documents. Agent shall give Borrower prior notice of such debits with
respect to Attorneys Costs. No such debit under this Section 9.11 shall be
deemed a setoff.

          9.12 Notification of Addresses, Lending Offices, Etc. Each Lender
shall notify the Agent in writing of any changes in the address to which notices
to the Lender should be directed, of addresses of its Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.

          9.13 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement in any number of separate counterparts, each of
which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but one and the same
instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with each of the Borrower and the Agent.

          9.14 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

          9.15 Captions. The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

          9.16 Independence of Provisions. The parties acknowledge that this
Agreement and other Loan Documents may use several different limitations, tests
or measurements to regulate the same or similar matters, and that such
limitations, tests and measurements are cumulative and must each be performed,
except as expressly stated to the contrary in this Agreement.

          9.17 Interpretation. This Agreement is the result of negotiations
among and has been reviewed by counsel to the Agent, the Borrower and other
parties, and is the product of all parties hereto. Accordingly, this Agreement
and the other Loan Documents shall not be construed against the Lenders or the
Agent merely because of the Agent's or Lenders' involvement in the preparation
of such documents and agreements.

          9.18 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Borrower, the Lenders and
the Agent, and their permitted successors and assigns, and no other Person shall
be a direct or indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or any of the other
Loan Documents. Neither the Agent nor any Lender shall have any obligation to
any Person not a party to this Agreement or other Loan Documents.

          9.19 Governing Law and Jurisdiction.

          (A) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS; PROVIDED THAT THE AGENT
AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (B) BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN
CHICAGO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS AND BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF AGENT OR ANY
LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY BORROWER AGAINST AGENT OR ANY LENDER OR
ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY
ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT
ONLY IN A COURT IN CHICAGO, ILLINOIS.

          (C) BORROWER DESIGNATES AND APPOINTS CT CORPORATION SYSTEM AND SUCH
OTHER PERSONS AS MAY HEREAFTER BE SELECTED BY BORROWER WHICH IRREVOCABLY AGREE
IN WRITING TO SO SERVE AS ITS AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ALL
PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY
ACKNOWL EDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.
A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY REGISTERED MAIL TO
BORROWER AT ITS ADDRESS PROVIDED IN SUBSECTION 9.3 EXCEPT THAT UNLESS OTHERWISE
PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE
VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY BORROWER REFUSES TO
ACCEPT SERVICE, BORROWER HEREBY AGREES THAT SERVICE UPON IT BY MAIL SHALL
CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

          9.20 Waiver of Jury Trial. THE BORROWER, THE LENDERS AND THE AGENT
EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. THE BORROWER, THE LENDERS AND THE AGENT EACH AGREE THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS
TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

          9.21 Entire Agreement; Release. This Agreement, together with the
other Loan Documents, embodies the entire agreement and understanding among the
Borrower, the Lenders and the Agent, and supersedes all prior or contemporaneous
Agreements and understandings of such Persons, oral or written, relating to the
subject matter hereof and thereof, except for the fee letter referenced in
subsection 1.9(a), and any prior arrangements made with respect to the payment
by the Borrower of (or any indemnification for) any fees, costs or expenses
payable to or incurred (or to be incurred) by or on behalf of the Agent or the
Lenders. Execution of this Agreement by the Borrower constitutes a full,
complete and irrevocable release of any and all claims which the Borrower may
have at law or in equity in respect of all prior discussions and understandings,
oral or written, relating to the subject matter of this Agreement and the other
Loan Documents.

          9.22 Continued Effective; No Novation. Notwithstanding anything
contained herein, this Agreement is not intended to and does not serve to effect
a novation of the Obligations. Instead, it is the express intention of the
parties hereto to reaffirm the indebtedness created under the Existing Credit
Agreement which is evidenced by the notes provided for therein and secured by
the Collateral. Borrower acknowledges and confirms that the liens and security
interests granted pursuant to the Loan Documents secure the indebtedness,
liabilities and obligations of Borrower to Agent and Lenders under the Existing
Credit Agreement, as amended and restated hereby, and that the term
"Obligations" as used in the Loan Documents (or any other term used therein to
describe or refer to the indebtedness, liabilities and obligations of Borrower
to Agent and Lenders) includes, without limitation, the indebtedness,
liabilities and obligations of Borrower under the Notes to be delivered
hereunder, and under the Credit Agreement, as amended and restated hereby, as
the same may be further amended, modified, supplemented or restated from time to
time. The Loan Documents and all agreements, instruments and documents executed
or delivered in connection with any of the foregoing shall each be deemed to be
amended to the extent necessary to give effect to the provisions of this
Agreement. Cross- references in the Loan Documents to particular section numbers
in the Existing Credit Agreement shall be deemed to be cross-references to the
corresponding sections, as applicable, of this Agreement.


               ARTICLE X - TAXES, YIELD PROTECTION AND ILLEGALITY

          10.1 Taxes. (a) Subject to subsection 10.1(g), any and all payments by
the Borrower to each Lender or the Agent under this Agreement shall be made free
and clear of, and without deduction or withholding for, any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Agent, such taxes (including income taxes or franchise taxes) as are imposed on
or measured by each Lender's net income by the jurisdiction under the laws of
which such Lender or the Agent, as the case may be, is organized or maintains a
Lending Office or any political subdivision thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").

          (b) In addition, the Borrower shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any
other Loan Documents (hereinafter referred to as "Other Taxes").

          (c) Subject to subsection 10.1(g), the Borrower shall indemnify and
hold harmless each Lender and the Agent for the full amount of Taxes or Other
Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 10.1) paid by the Lender or the Agent and any
liability (including penalties, interest, additions to tax and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. Payment under this indemnification shall be made
within thirty (30) days from the date the Lender or the Agent makes written
demand therefor.

          (d) If the Borrower shall be required by law to deduct or withhold any
Taxes or Other Taxes from or in respect of any sum payable hereunder to any
Lender or the Agent, then, subject to subsection 10.1(g):

               (i) the sum payable shall be increased as necessary so that after
          making all required deductions (including deductions applicable to
          additional sums payable under this Section 10.1) such Lender or the
          Agent, as the case may be, receives an amount equal to the sum it
          would have received had no such deductions been made;

               (ii) the Borrower shall make such deductions; and

               (iii) the Borrower shall pay the full amount deducted to the
          relevant taxation authority or other authority in accordance with
          applicable law.

          (e) Within thirty (30) days after the date of any payment by the
Borrower of Taxes or Other Taxes, the Borrower shall furnish to the Agent the
original or a certified copy of a receipt evidencing payment thereof, or other
evidence of payment satisfactory to the Agent.

          (f) Each Lender that is not a citizen or resident of the United States
of America, a corporation, partnership or other entity created or organized in
or under the laws of the United States (or any jurisdiction thereof), or any
estate or trust that is subject to federal income taxation regardless of the
source of its income (a "Non-U.S. Lender") shall deliver to the Borrowers and
the Agent two copies of each U.S. Internal Revenue Service Form 1001 or Form
4224, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a Form W-8, or any subsequent versions thereof
or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a
certificate representing that such Non-U.S. Lender is not a "bank" for purposes
of Section 881(c) of the Code, is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled
foreign corporation related to Borrower (within the meaning of Section 864(d)(4)
of the Code)), properly completed and duly executed by such Non-U.S. Lender
claiming complete exemption from, or a reduced rate of, U.S. federal withholding
tax on all payments by Borrower under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non-U.S. Lender on or before
the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender
shall deliver such forms promptly upon the obsolescence or invalidity of any
form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall
promptly notify the Borrower at any time it determines that it is no longer in a
position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such
purpose). Notwithstanding any other provision of this subsection, a Non-U.S.
Lender shall not be required to deliver any form pursuant to this subsection
that such Non-U.S. Lender is not legally able to deliver.

          (g) The Borrower will not be required to pay any additional amounts in
respect of United States Federal income tax pursuant to subsection 10.1(d) to
any Lender for the account of any Lending Office of such Lender:

               (i) if the obligation to pay such additional amounts would not
          have arisen but for a failure by such Lender to comply with its
          obligations under subsection 10.1(f) in respect of such Lending
          Office;

               (ii) if such Lender shall have delivered to the Borrower a Form
          1001 and/or 4224 in respect of such Lending Office pursuant to
          subsection 10.1(f), and such Lender shall not at any time be entitled
          to exemption from deduction or withholding of United States Federal
          income tax in respect of payments by the Borrower hereunder for the
          account of such Lending Office for any reason other than a change in
          United States law, treaty or regulations or in the official
          interpretation of such law or regulations by any governmental
          authority charged with the interpretation or administration thereof
          (whether or not having the force of law) after the date of delivery of
          such Form 1001 and/or 4224; 

               (iii) if the Lender shall have delivered to the Borrower a
          Form W-8 in respect of such Lending Office pursuant to Subsection
          10.1(f), and such Lender shall not at any time be entitled
          to exemption from deduction or withholding of United States
          Federal income tax in respect of payments by the Borrowers hereunder
          for the account of such Lending Office for any reason other than a
          change in the United States law or regulations or any applicable tax
          treaty or regulations or in the official interpretation of any such
          law, treaty or regulations by any governmental authority charged with
          the interpretation or administration thereof (whether or not having
          the force of law) after the date of delivery of such Form W-8; or

               (iv) if the last sentence of subsection 10.1(f) applies to the
          reporting status of the Lender and the delivery of forms.

          (h) If, at any time, the Borrower requests any Lender to deliver any
forms or other documentation pursuant to subsection 10.1(f)(iv), then the
Borrower shall, on demand of such Lender through the Agent, reimburse such
Lender for any costs and expenses (including Attorney Costs) reasonably incurred
by such Lender in the preparation or delivery of such forms or other
documentation.

          (i) If the Borrower is required to pay additional amounts to any
Lender or the Agent pursuant to subsection 10.1(d), then such Lender shall use
its reasonable best efforts (consistent with legal and regulatory restrictions)
to change the jurisdiction of its Lending Office so as to eliminate any such
additional payment by the Borrower which may thereafter accrue if such change in
the judgment of such Lender is not otherwise disadvantageous to such Lender.

          10.2 Illegality. (a) If any Lender shall determine that the
introduction of any Requirement of Law, or any change in any Requirement of Law
or in the interpretation or administration thereof, has made it unlawful, or
that any central bank or other Governmental Authority has asserted that it is
unlawful, for any Lender or its Lending Office to make LIBOR Loans, then, on
notice thereof by the Lender to the Borrower through the Agent, the obligation
of that Lender to make LIBOR Rate Loans shall be suspended until the Lender
shall have notified the Agent and the Borrower that the circumstances giving
rise to such determination no longer exists.

          (b) If a Lender shall determine that it is unlawful to maintain any
LIBOR Rate Loan, the Borrower shall prepay in full all LIBOR Rate Loans of that
Lender then outstanding, together with interest accrued thereon, either on the
last day of the Interest Period thereof if the Lender may lawfully continue to
maintain such LIBOR Rate Loans to such day, or immediately, if the Lender may
not lawfully continue to maintain such LIBOR Rate Loans, together with any
amounts required to be paid in connection therewith pursuant to Section 10.4.

          (c) If the obligation of any Lender to make or maintain LIBOR Rate
Loans has been terminated, the Borrower may elect, by giving notice to the
Lender through the Agent that all Loans which would otherwise be made by the
Lender as LIBOR Rate Loans shall be instead Base Rate Loans.

          (d) Before giving any notice to the Agent pursuant to this Section
10.2, the affected Lender shall designate a different Lending Office with
respect to its LIBOR Rate Loans if such designation will avoid the need for
giving such notice or making such demand and will not, in the judgment of the
Lender, be illegal or otherwise disadvantageous to the Lender.

          10.3 Increased Costs and Reduction of Return. (a) If any Lender shall
determine that, due to either (i) the introduction of or any change in or in the
interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to such Lender of agreeing to make or making, funding or maintaining any
LIBOR Rate Loans, then the Borrower shall be liable for, and shall from time to
time, upon demand therefor by such Lender (with a copy of such demand to the
Agent), pay to the Agent for the account of such Lender, additional amounts as
are sufficient to compensate such Lender for such increased costs.

          (b) If any Lender shall have determined that:

               (i) the introduction of any Capital Adequacy Regulation;

               (ii) any change in any Capital Adequacy Regulation;

               (iii) any change in the interpretation or administration of any
          Capital Adequacy Regulation by any central bank or other Governmental
          Authority charged with the interpretation or administration thereof;
          or

               (iv) compliance by the Lender (or its Lending Office) or any
          corporation controlling the Lender, with any Capital Adequacy
          Regulation;

affects or would affect the amount of capital required or expected to be
maintained by the Lender or any corporation controlling the Lender and (taking
into consideration such Lender's or such corporation's policies with respect to
capital adequacy and such Lender's desired return on capital) determines that
the amount of such capital is increased as a consequence of its Commitment(s),
loans, credits or obligations under this Agreement, then, upon demand of such
Lender (with a copy to the Agent), the Borrower shall upon demand pay to the
Lender, from time to time as specified by the Lender, additional amounts
sufficient to compensate the Lender for such increase.

          10.4 Funding Losses. The Borrower agrees to reimburse each Lender and
to hold each Lender harmless from any loss or expense which the Lender may
sustain or incur as a consequence of:

          (a) the failure of the Borrower to make any payment or mandatory
prepayment of principal of any LIBOR Rate Loan (including payments made after
any acceleration thereof);

          (b) the failure of the Borrower to borrow, continue or convert a Loan
after the Borrower has given (or is deemed to have given) a Notice of Borrowing
or a Notice of Conversion/ Continuation;

          (c) the failure of the Borrower to make any prepayment after the
Borrower has given a notice in accordance with Section 1.7;

          (d) the prepayment of a LIBOR Rate Loan on a day which is not the last
day of the Interest Period with respect thereto; or

          (e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a
Base Rate Loan on a day that is not the last day of the applicable Interest
Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees
payable to terminate the deposits from which such funds were obtained. Solely
for purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a
Lender (and each related reserve, special deposit or similar requirement) shall
be conclusively deemed to have been funded at the LIBOR used in determining the
interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing
in the interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such LIBOR Rate Loan is in fact so funded.

          10.5 Inability to Determine Rates. If the Agent shall have determined
that for any reason adequate and reasonable means do not exist for ascertaining
the LIBOR for any requested Interest Period with respect to a proposed LIBOR
Rate Loan or that the LIBOR applicable pursuant to subsection 1.3(a) for any
requested Interest Period with respect to a proposed LIBOR Rate Loan does not
adequately and fairly reflect the cost to the Lenders of funding such Loan, the
Agent will forthwith give notice of such determination to the Borrower and each
Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate
Loans hereunder shall be suspended until the Agent revokes such notice in
writing. Upon receipt of such notice, the Borrower may revoke any Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it. If the
Borrower does not revoke such notice, the Lenders shall make, convert or
continue the Loans, as proposed by the Borrower, in the amount specified in the
applicable notice submitted by the Borrower, but such Loans shall be made,
converted or continued as Base Rate Loans.

          10.6 Reserves on LIBOR Rate Loans. The Borrower shall pay to each
Lender, as long as such Lender shall be required under regulations of the
Federal Reserve Board to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional costs on the unpaid principal amount of
each LIBOR Rate Loan equal to actual costs of such reserves allocated to such
Loan by the Lender (as determined by the Lender in good faith, which
determination shall be conclusive), payable on each date on which interest is
payable on such Loan provided the Borrower shall have received at least fifteen
(15) days' prior written notice (with a copy to the Agent) of such additional
interest from the Lender. If a Lender fails to give notice fifteen (15) days
prior to the relevant Interest Payment Date, such additional interest shall be
payable fifteen (15) days from receipt of such notice. This covenant shall
survive payment of all other Obligations.

          10.7 Certificates of Lenders. Any Lender claiming reimbursement or
compensation pursuant to this Article X shall deliver to the Borrower (with a
copy to the Agent) a certificate setting forth in reasonable detail the amount
payable to the Lender hereunder and such certificate shall be conclusive and
binding on the Borrower in the absence of manifest error.

          10.8 Survival. The agreements and obligations of the Borrower in this
Article X shall survive the payment of all other Obligations.

          10.9 Replacement of Lender in Respect of Increased Costs. Within
forty-five (45) days after receipt by the Borrower of written notice and demand
from any Lender (an "Affected Lender") for payment of additional costs as
provided in subsections 10.1, 10.3 and 10.6, the Borrower may, at its option,
notify the Agent and such Affected Lender of the Borrower's intention to obtain,
at the Borrower's expense, a replacement Lender ("Replacement Lender") for such
Affected Lender, which Replacement Lender shall be reasonably satisfactory to
the Administrative Agent and the Agent. In the event the Borrower obtains a
Replacement Lender within ninety (90) days following notice of its intention to
do so, the Affected Lender shall sell and assign its Loans and Commitments to
such Replacement Lender, provided that the Borrower has reimbursed such Affected
Lender for its increased costs for which it is entitled to reimbursement under
this Agreement through the date of such sale and assignment.


                            ARTICLE XI - DEFINITIONS

          11.1 Defined Terms. The following terms are defined in the Sections or
subsections referenced opposite such terms:


"Acquisition Cost"                                           5.17(a)
"Acquisition Documents"                                      2.3(d)
"Adjusted EBIDAT"                                            1.1(b)
"Adjusted Court Reporting EBIDAT"                            1.1(b)
"Adjusted Staffing Services EBIDAT"                          1.1(b)
"Affected Lender"                                            10.9
"Agent"                                                      Preamble
"Agreement"                                                  Preamble
"Assignee"                                                   9.8(a)
"Assignment and Acceptance"                                  9.8(a)(ii)
"Borrower"                                                   Preamble
"Capital Expenditure Limitation"                             6.1
"Commitment Fee"                                             1.9(b)
"Confidential Information"                                   9.9
"Event of Default"                                           7.1
"Excess Owner's Compensation"                                1.1(b)
"Existing Credit Agreement"                                  Preamble
"Form 1001"                                                  10.1(f)
"Form 4224"                                                  10.1(f)
"Form W-8"                                                   10.1(f)
"Indemnified Person"                                         9.5
"Indemnified Liabilities"                                    9.5
"Interest Settlement Date"                                   1.12(d)
"Lender"                                                     Preamble
"Lender Letter of Credit"                                    1.1(c)
"Letter of Credit Participation Agreement"                   1.1(c)
"Letter of Credit Participation Fee"                         1.9(b)
"Maximum Revolving Loan Balance"                             1.1(b)
"Originating Lender"                                         9.8(d)
"Other Taxes"                                                10.1(b)
"Participant"                                                9.8(d)
"Permitted Liens"                                            5.1
"Replacement Lender"                                         10.9
"Restricted Payments"                                        5.12
"Revolving Loan Commitment"                                  1.1(b)
"Revolving Loan"                                             1.1(b)
"Settlement Date"                                            1.12(b)
"Taxes"                                                      10.1(a)

In addition to the terms defined elsewhere in this Agreement, the following
terms have the following meanings:

          "Acquisition" means any transaction or series of related transactions
for the purpose of or resulting, directly or indirectly, in (a) the acquisition
of all or substantially all of the assets of a Person, or of any business or
division of a Person, including a court reporting business, executive placement
business or business relating to the provision of temporary legal services, (b)
the acquisition of in excess of fifty percent (50%) of the capital stock,
partnership interests or equity of any Person or otherwise causing any Person to
become a Subsidiary of the Borrower, or (c) a merger or consolidation or any
other combination with another Person (other than a Person that is a Subsidiary
of the Borrower) provided that the Borrower or the Borrower's Subsidiary is the
surviving entity.

          "Affiliate" means, as to any Person, any other Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person, whether
through the ownership of voting securities, by contract or otherwise. Without
limitation, any director, executive officer or beneficial owner of five percent
(5%) or more of the equity of a Person shall for the purposes of this Agreement,
be deemed to control the other Person. Notwithstanding the foregoing, no Lender
nor the Agent shall be deemed an "Affiliate" of the Borrower or of any
Subsidiary of the Borrower.

          "Agent" means Antares in its capacity as agent for the Lenders
hereunder, and any successor agent.

          "Agent-Related Persons" means Antares and any successor agent arising
under Section 8.9, together with their respective Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

          "Agent's Payment Office" means the address for payments set forth on
the signature page hereto in relation to the Agent or such other address as the
Agent may from time to time specify in accordance with Section 9.2.

          "Aggregate Revolving Loan Commitment" or "Aggregate Commitment" means
the combined Revolving Loan Commitments of the Lenders, which shall initially be
in the amount of $80,000,000, as such amount may be reduced from time to time
pursuant to this Agreement.

          "Antares" means Antares Leveraged Capital Corp., a Delaware
corporation.

          "Applicable Margin" means with respect to LIBOR Rate Loans and Base
Rate Loans, respectively, the applicable LIBOR margin or Base Rate margin (which
margins shall be increased by .25% after the occurrence of a GTCR Event) in
effect from time to time determined based upon the applicable Senior Leverage
Ratio and Adjusted EBIDAT level then in effect pursuant to the appropriate
column under the table below:

             Senior Leverage                        LIBOR            Base Rate
                 Ratio                              Margin             Margin  

                *2.25                               2.25%              .75%

               **2.25, but
                 less than 2.5                      2.50%             1.00%

               **2.5, but
                 less than 3.0                      2.75%             1.25%

               **3.0, but
                 less than 3.5                      3.00%             1.50%

               **3.5                                3.25%             1.75%
*  Less Than
** Greater Than

The Applicable Margin shall be adjusted from time to time upon delivery to the
Agent of the monthly financial statements required to be delivered pursuant to
Section 4.1 hereof accompanied by a written calculation of the Senior Leverage
Ratio and Adjusted EBIDAT certified by a Responsible Officer as of the end of
the fiscal month for which such financial statements are delivered. If such
calculation indicates that the Applicable Margin shall increase or decrease,
then on the first day of the fiscal month following the date of delivery of such
financial statements and written calculation the Applicable Margin shall be
adjusted in accordance therewith; provided, however, that if Borrower shall fail
to deliver any such financial statements for any such fiscal month by the date
required pursuant to Section 4.1, then, effective as of the first day following
the end of the fiscal month for which such financial statements were to have
been delivered, and continuing through the first day of the month following the
date (if ever) when such financial statements and such written calculation are
finally delivered, the Applicable Margin shall be conclusively presumed to equal
the highest Applicable Margin specified in the pricing table set forth above.

          "Attorney Costs" means and includes all fees and disbursements of any
law firm or other external counsel, the allocated cost of internal legal
services and all disbursements of internal counsel.

          "Availability Certificate" means a duly completed certificate of
Borrower in substantially the form of Exhibit A hereto.

          "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C. ss 101, et seq.), as amended and in effect from time to time and the
regulations issued from time to time thereunder.

          "Base Rate" means, for any day, a rate of interest equal to rate of
interest which is identified as the "Prime Rate" and normally published in the
Money Rates section of The Wall Street Journal (or, if such rate ceases to be so
published, as quoted from such other generally available and recognizable source
as the Agent may select).

          "Base Rate Loan" means a Loan that bears interest based on the Base
Rate.

          "Borrowing" means a borrowing hereunder consisting of Loans made to
the Borrower on the same day by the Lenders pursuant to Article I.

          "Business Day" means any day other than a Saturday, Sunday or other
day on which commercial banks in Chicago, Illinois or New York, New York are
authorized or required by law to close and, if the applicable Business Day
relates to any LIBOR Rate Loan, a day on which dealings are carried on in the
London interbank market.

          "Capital Adequacy Regulation" means any guideline, request or
directive of any central bank or other Governmental Authority, or any other law,
rule or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any Lender or of any corporation controlling a
Lender.

          "Capital Expenditures" means, for any period and with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries
for the acquisition or leasing of fixed or capital assets or additions to fixed
or capital assets (including replacements, capitalized repairs and improvements
during such period) which should be capitalized under GAAP on a consolidated
balance sheet of such Person and its Subsidiaries. Capital Expenditures does not
include the purchase price of an Acquisition permitted hereunder. For the
purposes of the capital expenditures covenant in Section 6.1, the entire payment
stream for such Capital Expenditure shall be deemed to have been made on the
date the Property which is the subject thereof is put into service.

          "Capital Lease" means any leasing or similar arrangement which, in
accordance with GAAP, is classified as a capital lease.

          "Capital Lease Obligations" means all monetary obligations of the
Borrower or any of its Subsidiaries under any Capital Leases.

          "Cash Equivalents" means: (a) securities issued or fully guaranteed or
insured by the United States Government or any agency thereof having maturities
of not more than six (6) months from the date of acquisition; (b) certificates
of deposit, time deposits, repurchase agreements, reverse repurchase agreements,
or bankers' acceptances, having in each case a tenor of not more than six (6)
months, issued by any Lender, or by any U.S. commercial bank or any branch or
agency of a non-U.S. bank licensed to conduct business in the U.S. having
combined capital and surplus of not less than $250,000,000; (c) commercial paper
of an issuer rated at least A-1 by Standard & Poor's Corporation or P-1 by
Moody's Investors Service Inc. and in either case having a tenor of not more
than three (3) months.

          "Cash Flow" means, for any period, EBIDAT for such period minus
Capital Expenditures actually paid in cash for such period and otherwise
permitted by this Agreement, all as determined for Borrower and its Subsidiaries
on a consolidated basis in accordance with GAAP.

          "CERCLA" has the meaning specified in the definition of "Environmental
Laws."

          "Code" means the Internal Revenue Code of 1986, and regulations
promulgated thereunder.

          "Collateral" means all property and interests in property and proceeds
thereof now owned or hereafter acquired by the Borrower and its Subsidiaries in
or upon which a Lien now or hereafter exists in favor of any Lender or the Agent
for the benefit of the Lenders, whether under this Agreement or under any other
documents executed by any such persons and delivered to the Agent.

          "Collateral Documents" means, collectively, the Security Agreement,
the Mortgages, the Pledge Agreement, the guaranties executed by Borrower's
Subsidiaries and all other security agreements, mortgages, deeds of trust,
patent and trademark assignments, lease assignments, guarantees and other
similar agreements, and all amendments, restatements, modifications or
supplements thereof or thereto, between the Borrower or its Subsidiaries and any
Lender or the Agent for the benefit of the Lenders now or hereafter delivered to
the Lenders or the Agent pursuant to or in connection with the transactions
contemplated hereby, and all financing statements (or comparable documents now
or hereafter filed in accordance with the UCC or comparable law) against the
Borrower or any Subsidiaries as debtor in favor of any Lender or the Agent for
the benefit of the Lenders, as secured party.

          "Commitment" means, for each Lender, its Revolving Loan Commitment.

          "Commitment Percentage" means, as to any Lender, the percentage
equivalent of such Lender's Revolving Loan Commitment divided by the Aggregate
Revolving Loan Commitment.

          "Consolidated Net Income (Loss)" means, for any period, the net income
(or loss) of Borrower and its Subsidiaries on a consolidated basis for such
period, determined in accordance with GAAP; provided that in determining
Consolidated Net Income (Loss) there shall be excluded:

               (a) the income (or loss) of any Person which is not a Subsidiary
          of Borrower, except to the extent of the amount of dividends or other
          distributions actually paid to Borrower or any of its Subsidiaries in
          cash by such Person during such period and the payment of dividends or
          similar distributions by that Subsidiary is not at the time
          prohibited;

               (b) the income (or loss) of any Person accrued prior to the date
          it becomes a Subsidiary of Borrower or is merged into or consolidated
          with Borrower or any of its Subsidiaries or that Person's assets are
          acquired by Borrower or any of its Subsidiaries;

               (c) the proceeds of any life insurance policy;

               (d) gains (but not losses) from the sale, exchange, transfer or
          other disposition of Property or assets not in the ordinary course of
          business of Borrower and its Subsidiaries, and related tax effects in
          accordance with GAAP; and

               (e) any other extraordinary or non-recurring gains (but not
          losses) of Borrower or its Subsidiaries, and related tax effects in
          accordance with GAAP.

          "Consolidated Net Interest Expense" means, for any period, gross
interest expense for the period required to be paid in cash (including all
commissions, discounts, fees and other charges in connection with standby
letters of credit and similar instruments) for the Borrower and its Subsidiaries
on a consolidated basis, less interest income for that period; all as determined
in accordance with GAAP.

          "Contingent Obligation" means, as to any Person: (a) any Guaranty
Obligation of that Person; and (b) any direct or indirect obligation or
liability, contingent or otherwise, of that Person:

               (i) in respect of any Surety Instrument issued for the account of
          that Person or as to which that Person is otherwise liable for
          reimbursement of drawings or payments;

               (ii) to purchase any materials, supplies or other Property from,
          or to obtain the services of, another Person if the relevant contract
          or other related document or obligation requires that payment for such
          materials, supplies or other Property, or for such services, shall be
          made regardless of whether delivery of such materials, supplies or
          other Property is ever made or tendered, or such services are ever
          performed or tendered; or

               (iii) in respect of any Rate Contract that is not entered into in
          connection with a bona fide hedging operation that provides offsetting
          benefits to such Person.

The amount of any Contingent Obligation shall (subject, in the case of Guaranty
Obligations, to the last sentence of the definition of "Guaranty Obligation") be
deemed equal to the maximum reasonably anticipated liability in respect thereof,
and shall, with respect to item (b)(iii) of this definition, be marked to market
on a current basis.

          "Contractual Obligations" means, as to any Person, any provision of
any security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound, and
includes the Related Agreements.

          "Controlled Group" means the Borrower and all Persons (whether or not
incorporated) under common control or treated as a single employer with the
Borrower pursuant to Section 414(b), (c), (m) or (o) of the Code.

          "Conversion Date" means any date on which the Borrower converts a Base
Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan.

          "Default" means any event or circumstance which, with the giving of
notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

          "Dollars", "dollars" and "$" each mean lawful money of the United
States of America.

          "EBIDAT" means, for any period, for the Borrower and its Subsidiaries
on a consolidated basis, determined in accordance with GAAP, the sum of (a)
Consolidated Net Income (Loss) for such period plus (b) all amounts deducted
from net income (or net loss) for such period for depreciation or amortization,
plus (c) interest expense deducted from net income (or net loss) for such
period, plus (d) all accrued taxes on or measured by income to the extent
included in the determination of such net income (or loss); plus (e) to the
extent included in net income (or net loss) for such period, any extraordinary
losses or losses from discontinued operations; plus (f) all other non-cash
charges which reduced Consolidated Net Income (Loss) for such period.

          "Eligible Assignee" means any of: (a) a commercial bank organized
under the laws of the United States, or any State thereof; (b) a commercial bank
organized under the laws of any other country; or (c) a finance company,
insurance company or other financial institution or fund which is engaged in
making, purchasing or otherwise investing in commercial loans for its own
account in the ordinary course of its business.

          "Environmental Claims" means all claims, however asserted, by any
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment or threat to public health, personal injury (including
sickness, disease or death), property damage, natural resources damage, or
otherwise alleging liability or responsibility for damages (punitive or
otherwise), cleanup, removal, remedial or response costs, restitution, civil or
criminal penalties, injunctive relief, or other type of relief, resulting from
or based upon the presence, placement, discharge, emission or release (including
intentional and unintentional, negligent and non-negligent, sudden or
non-sudden, accidental or non-accidental, placement, spills, leaks, discharges,
emissions or releases) of any Hazardous Material at, in, or from Property,
whether or not owned by the Borrower.

          "Environmental Laws" means all federal, state or local laws, statutes,
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health, safety and land use matters; including,
without limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution
Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource
Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency
Planning and Community Right-to-Know Act.

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

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b), 414(c) or 414(m) of the Code.

          "ERISA Event" means (a) a Reportable Event with respect to a Qualified
Plan or a Multiemployer Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Qualified Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA); (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to
terminate, the treatment of a plan amendment as a termination under Section 4041
or 4041A of ERISA or the commencement of proceedings by the PBGC to terminate a
Qualified Plan or Multiemployer Plan subject to Title IV of ERISA; (e) a failure
by the Borrower or any member of the Controlled Group to make required
contributions to a Qualified Plan or Multiemployer Plan; (f) an event or
condition which might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Qualified Plan or Multiemployer Plan; (g) the imposition of any
liability under Title IV of ERISA, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate; (h) an application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code with respect to any
Plan; (i) a non- exempt prohibited transaction occurs with respect to any Plan
for which the Borrower or any Subsidiary of the Borrower may be directly or
indirectly liable; or (j) a violation of the applicable requirements of Section
404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the
Code by any fiduciary or disqualified person with respect to any Plan for which
the Borrower or any member of the Controlled Group may be directly or indirectly
liable.

          "Exchange Act" means the Securities Exchange Act of 1934, and
regulations promulgated thereunder.

          "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any entity succeeding to any of its principal functions.

          "Fixed Charges" means, for any period, (i) Consolidated Net Interest
Expense for such period plus (ii) scheduled principal payments of Indebtedness
during such period plus (iii) without duplication, all payments in cash during
such period on account of (w) taxes, (x) dividends, (y) management fees and (z)
any other Restricted Payment by the Borrower and its Subsidiaries on a
consolidated basis.

          "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the accounting
profession), which are applicable to the circumstances as of the date of
determination.

          "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

          "Guaranty Obligation" means, as applied to any Person, any direct or
indirect liability of that Person with respect to any Indebtedness, lease,
dividend, letter of credit or other obligation (the "primary obligations") of
another Person (the "primary obligor"), including any obligation of that Person,
whether or not contingent:

               (a) to purchase, repurchase or otherwise acquire such primary
          obligations or any property constituting direct or indirect security
          therefor; or

               (b) to advance or provide funds (i) for the payment or discharge
          of any such primary obligation, or (ii) to maintain working capital or
          equity capital of the primary obligor or otherwise to maintain the net
          worth or solvency or any balance sheet item, level of income or
          financial condition of the primary obligor; or

               (c) to purchase property, securities or services primarily for
          the purpose of assuring the owner of any such primary obligation of
          the ability of the primary obligor to make payment of such primary
          obligation; or

               (d) otherwise to assure or hold harmless the holder of any such
          primary obligation against loss in respect thereof;

in each case, including arrangements wherein the rights and remedies of the
holder of the primary obligation are limited to repossession or sale of certain
property of such Person. The amount of any Guaranty Obligation shall be deemed
equal to the stated or determinable amount of the primary obligation in respect
of which such Guaranty Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in respect thereof.

          "GTCR" means Golder, Thoma, Cressey, Rauner Fund IV, L.P., an Illinois
limited partnership.

          "GTCR Event" means if GTCR ceases to directly own and control at least
60% of the number of shares of capital stock of Borrower (i) owned by GTCR on
the Restatement Effective Date plus (ii) acquired by GTCR after the Restatement
Effective Date (without double counting any shares of capital stock which have
been converted from preferred stock to common stock), in each case free and
clear of all liens, claims and encumbrances.

          "Hazardous Materials" means all those substances which are regulated
by, or which may form the basis of liability under, any Environmental Law.

          "Indebtedness" of any Person means, without duplication: (a) all
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business pursuant to ordinary
terms); (c) all non-contingent reimbursement or payment obligations with respect
to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures
or similar instruments, including obligations so evidenced incurred in
connection with the acquisition of property, assets or businesses; (e) all
indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to
Property acquired by the Person (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to
repossession or sale of such property); (f) the capitalized portion of all
Capital Lease Obligations; (g) all net obligations with respect to Rate
Contracts; (h) all indebtedness referred to in clauses (a) through (g) above
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in Property
(including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness;
and (i) all Guaranty Obligations in respect of indebtedness or obligations of
others of the kinds referred to in clauses (a) through (g) above.

          "Insolvency Proceeding" means (a) any case, action or proceeding
before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors, or other, similar
arrangement in respect of its creditors generally or any substantial portion of
its creditors; in each case undertaken under U.S. Federal, State or foreign law,
including the Bankruptcy Code.

          "Interest Payment Date" means, (a) with respect to any LIBOR Rate Loan
(other than a LIBOR Rate Loan having an Interest Period of six months), the last
day of each Interest Period applicable to such Loan, (b) with respect to any
LIBOR Rate Loan having an Interest Period of six months, the last day of each
three (3) month interval, and (c) with respect to Base Rate Loans, the first
Business Day of each calendar month."

          "Interest Period" means, with respect to any LIBOR Rate Loan, the
period commencing on the Business Day the Loan is disbursed or continued or on
the Conversion Date on which the Loan is converted to the LIBOR Rate Loan and
ending on the date one, two, three or six months thereafter, as selected by the
Borrower in its Notice of Borrowing or Notice of Conversion/Continuation;
provided that:

               (a) if any Interest Period pertaining to a LIBOR Rate Loan would
          otherwise end on a day which is not a Business Day, that Interest
          Period shall be extended to the next succeeding Business Day unless
          the result of such extension would be to carry such Interest Period
          into another calendar month, in which event such Interest Period shall
          end on the immediately preceding Business Day;

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

               (c) no Interest Period shall extend beyond the Revolving
          Termination Date;

          "Joint Venture" means a partnership, joint venture or other similar
legal arrangement (whether created pursuant to contract or conducted through a
separate legal entity) now or hereafter formed by the Borrower or any of its
Subsidiaries with another Person in order to conduct a common venture or
enterprise with such Person.

          "Lending Office" means, with respect to any Lender, the office or
offices of the Lender specified as its "Lending Office" opposite its name on the
applicable signature page hereto, or such other office or offices of the Lender
as it may from time to time notify the Borrower and the Agent.

          "Letter of Credit Participation Liability" means, as to each Lender
Letter of Credit and each Letter of Credit Participation Agreement, all
reimbursement obligations of Borrower or any of its Subsidiaries to Agent and
the Lenders in connection with the Lender Letter of Credit or to the obligee
with respect to the transaction for which the Letter of Credit Participation
Agreement was issued, whether contingent or otherwise, including with respect to
any letter of credit: (a) the amount available to be drawn or which may become
available to be drawn; (b) all amounts which have been paid or made available by
the issuing bank to the extent not reimbursed; and (c) all unpaid interest, fees
and expenses.

          "Letter of Credit Reserve" means, at any time, an amount equal to all
liabilities of the Borrower to the Agent in respect of any Lender Letter of
Credits and Letter of Credit Participation Agreements outstanding at such time,
whether contingent or otherwise, including: (a) the amount available to be drawn
or which may become available to be drawn; (b) all-amounts which have been paid
or made available by the Agent under such Lender Letters of Credit or Letter of
Credit Participation Agreement to the extent not reimbursed; and (c) all unpaid
interest, fees and expenses in respect of such Lender Letter of Credits and
Letter of Credit Participation Agreements.

          "Leverage Ratio" means, as of any date of determination thereof, the
ratio of consolidated total Indebtedness of the Borrower and its Subsidiaries on
a consolidated basis as of such date to Adjusted EBIDAT for the twelve fiscal
months then ended.

          "LIBOR" means, for each Interest Period, the offered rate per annum
for deposits of Dollars for the applicable Interest Period that appears on
Telerate Page 3750 as of 11:00 A.M. (London, England time) two (2) Business Days
prior to the first day in such Interest Period. If no such offered rate exists,
such rate will be the rate of interest per annum, as determined by the Agent
(rounded upwards, if necessary, to the nearest 1/16 of 1%) at which deposits of
Dollars in immediately available funds are offered at 11:00 A.M. (London,
England time) two (2) Business Days prior to the first day in such Interest
Period by major financial institutions reasonably satisfactory to the Agent in
the London interbank market for such Interest Period for the applicable
principal amount on such date of determination.

          "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, charge or deposit arrangement, encumbrance, lien (statutory or
other) or preference, priority or other security interest or preferential
arrangement of any kind or nature whatsoever (including those created by,
arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a Capital Lease Obligation, any
financing lease having substantially the same economic effect as any of the
foregoing, or the filing of any financing statement naming the owner of the
asset to which such lien relates as debtor, under the UCC or any comparable law)
and any contingent or other agreement to provide any of the foregoing, but not
including the interest of a lessor under an Operating Lease.

          "Loan" means an extension of credit by a Lender to the Borrower
pursuant to Article I hereof, and may be a Base Rate Loan or a LIBOR Rate Loan.

          "Loan Documents" means this Agreement, the Notes, the Collateral
Documents, all documents delivered to the Agent in connection therewith and all
Rate Contracts between the Borrower and any of the Lenders.

          "Management Stockholders" means those officers and directors of
Borrower who own equity securities of the Borrower.

          "Margin Stock" means "margin stock" as such term is defined in
Regulation T, U or X of the Federal Reserve Board.

          "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, condition
(financial or otherwise) or prospects of the Borrower or the Borrower and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of the
Borrower to perform under any Loan Document and avoid any Event of Default; or
(c) a material adverse effect upon (i) the legality, validity, binding effect or
enforceability of any Loan Document, or (ii) the perfection or priority of any
Lien granted to the Lenders or to the Agent for the benefit of the Lenders under
any of the Collateral Documents.

          "Mortgage" means any deed of trust, mortgage or other document
creating a Lien on real property or any interest in real property.

          "Multiemployer Plan" means a "multiemployer plan" (within the meaning
of Section 4001(a)(3) of ERISA) and to which any member of the Controlled Group
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

          "Net Issuance Proceeds" means, in respect of any issuance of debt or
equity, cash proceeds and non-cash proceeds received or receivable in connection
therewith, net of reasonable out-of-pocket costs and expenses paid or incurred
in connection therewith in favor of any Person not an Affiliate of the Borrower.

          "Note" means any Revolving Note and "Notes" means all such Notes.

          "Notice of Borrowing" means a notice given by the Borrower to the
Agent pursuant to Section 1.5, in substantially the form of Exhibit B hereto.

          "Notice of Conversion/Continuation" means a notice given by the
Borrower to the Agent pursuant to Section 1.6, in substantially the form of
Exhibit C hereto.

          "Notice of Lien" means any "notice of lien" or similar document
intended to be filed or recorded with any court, registry, recorder's office,
central filing office or other Governmental Authority for the purpose of
evidencing, creating, perfecting or preserving the priority of a Lien securing
obligations owing to a Governmental Authority.

          "Obligations" means all Loans, and other Indebtedness, advances,
debts, liabilities, obligations, covenants and duties owing by the Borrower to
any Lender, the Agent, or any other Person required to be indemnified, that
arises under any Loan Document, whether or not for the payment of money, whether
arising by reason of an extension of credit, loan, guaranty, indemnification or
in any other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired.

          "Operating Lease" means, as applied to any Person, any lease of
Property which is not a Capital Lease.

          "Ordinary Course of Business" means, in respect of any transaction
involving the Borrower or any Subsidiary of the Borrower, the ordinary course of
such Person's business, as conducted by any such Person in accordance with past
practice and undertaken by such Person in good faith and not for purposes of
evading any covenant or restriction in any Loan Document.

          "Organization Documents" means, for any corporation, the certificate
or articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

          "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any of its principal functions under ERISA.

          "Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

          "Plan" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which the Borrower or any member of the Controlled Group sponsors or
maintains or to which the Borrower or any member of the Controlled Group makes,
is making or is obligated to make contributions.

          "Pledge Agreement" means the Pledge Agreement, in form and substance
reasonably satisfactory to Agent, made by the Borrower in favor of the Agent for
the benefit of the Lenders.

          "Pledged Collateral" has the meaning specified in the Pledge
Agreement.

          "Prior Indebtedness" means the indebtedness and obligations specified
on Schedule 11.1 hereto.

          "Property" means any interest in any kind of property or asset,
whether real, personal or mixed, and whether tangible or intangible.

          "Qualified Plan" means a pension plan (as defined in Section 3(2) of
ERISA) intended to be tax-qualified under Section 401(a) of the Code and which
any member of the Controlled Group sponsors, maintains, or to which it makes, is
making or is obligated to make contributions, or in the case of a multiple
employer plan (as described in Section 4064(a) of ERISA) has made contributions
at any time during the immediately preceding period covering at least five (5)
plan years, but excluding any Multiemployer Plan.

          "Rate Contracts" means swap agreements (as such term is defined in
Section 101 of the Bankruptcy Code) and any other agreements or arrangements
designed to provide protection against fluctuations in interest or currency
exchange rates.

          "Related Agreements" means the Purchase Agreement dated October 23,
1996 among Borrower, Antares and GTCR, as amended and supplemented, Registration
Agreement dated October 23, 1996 among Borrower, GTCR and Antares, and the
Acquisition Documents from time to time in effect.

          "Related Transactions" means the transactions contemplated by the
Related Agreements.

          "Reportable Event" means, as to any Plan, (a) any of the events set
forth in Section 4043(b) of ERISA or the regulations thereunder, other than any
such event for which the 30-day notice requirement under ERISA has been waived
in regulations issued by the PBGC, (b) a withdrawal from a Plan described in
Section 4063 of ERISA, or (c) a cessation of operations described in Section
4062(e) of ERISA.

          "Requirement of Law" means, as to any Person, any law (statutory or
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or to which the Person or any of its property is subject.

          "Requisite Lenders" means at any time Lenders then having at least
sixty six and two-thirds percent (66-2/3%) of the Commitments.

          "Responsible Officer" means the chief executive officer or the
president of the Borrower, or any other officer having substantially the same
authority and responsibility; or, with respect to compliance with financial
covenants, the chief financial officer or the treasurer of the Borrower, or any
other officer having substantially the same authority and responsibility.

          "Restatement Effective Date" means the date on which all conditions
precedent set forth in Section 2.1 are satisfied or waived by the Agent and all
Lenders.

          "Revolving Note" means an amended and restated promissory note of the
Borrower payable to the order of a Lender and otherwise substantially the form
of Exhibit D hereto, evidencing indebtedness of the Borrower under the Revolving
Loan Commitment of such Lender.

          "Revolving Termination Date" means the earlier to occur of: (a)
December 24, 1999; and (b) the date on which the Aggregate Revolving Loan
Commitment shall terminate in accordance with the provisions of this Agreement.

          "SEC" means the Securities and Exchange Commission, or any entity
succeeding to any of its principal functions.

          "Security Agreement" means each Security Agreement, in form and
substance reasonably satisfactory to Agent, made or to be made, by the Borrower
and each of its Subsidiaries, in favor of the Agent for the benefit of the
Lenders.

          "Senior Leverage Ratio" means, as of any date of determination
thereof, the ratio of the outstanding principal balance of all Loans as of such
date to Adjusted EBIDAT for the twelve (12) fiscal months then ended.

          "Solvent" means, as to any Person at any time, that (a) the fair value
of the Property of such Person is greater than the amount of such Person's
liabilities (including disputed, contingent and unliquidated liabilities) as
such value is established and liabilities evaluated for purposes of Section
101(31) of the Bankruptcy Code and, in the alternative, for purposes of the
Uniform Fraudulent Transfer Act; (b) the present fair saleable value of the
Property of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and
matured; (c) such Person is able to realize upon its Property and pay its debts
and other liabilities (including disputed, contingent and unliquidated
liabilities) as they mature in the normal course of business; (d) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital.

          "Subordinated Indebtedness" means the Indebtedness described on
Schedule 5.5 and all other Indebtedness of Borrower or any of its Subsidiaries
which is subordinated in right of payment to the Obligations, including, without
limitation, Indebtedness incurred in connection with Acquisitions permitted
hereunder.

          "Subsidiary" of a Person means any corporation, association,
partnership, joint venture or other business entity of which more than fifty
percent (50%) of the voting stock or other equity interests (in the case of
Persons other than corporations), is owned or controlled directly or indirectly
by the Person, or one or more of the Subsidiaries of the Person, or a
combination thereof.

          "Surety Instruments" means all letters of credit (including standby
and commercial), banker's acceptances, bank guaranties, shipside bonds, surety
bonds and similar instruments.

          "Target" means any other Person, or business unit or asset group of
any other Person, including court reporting business, executive placement
business, business relating to the provision of temporary legal services,
acquired or proposed to be acquired in an Acquisition.

          "UCC" means the Uniform Commercial Code as in effect in the State of
Illinois.

          "Unfunded Pension Liabilities" means the excess of a Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Plan's assets, determined in accordance with the assumptions used by the Plan's
actuaries for funding the Plan pursuant to section 412 for the applicable plan
year.

          "United States" and "U.S." each means the United States of America.

          "Wholly-Owned Subsidiary" means any corporation in which (other than
directors' qualifying shares required by law) 100% of the capital stock of each
class having ordinary voting power, and 100% of the capital stock of every other
class, in each case, at the time as of which any determination is being made, is
owned, beneficially and of record, by the Borrower, or by one or more of the
other Wholly-Owned Subsidiaries, or both.

          "Withdrawal Liabilities" means, as of any determination date, the
aggregate amount of the liabilities, if any, pursuant to Section 4201 of ERISA
if the Controlled Group made a complete withdrawal from all Multiemployer Plans
and any increase in contributions pursuant to Section 4243 of ERISA.

          11.2 Other Interpretive Provisions.

          (a) Defined Terms. Unless otherwise specified herein or therein, all
terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto. The meaning of
defined terms shall be equally applicable to the singular and plural forms of
the defined terms. Terms (including uncapitalized terms) not otherwise defined
herein and that are defined in the UCC shall have the meanings therein
described.

          (b) The Agreement. The words "hereof", "herein", "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; and subsection,
section, schedule and exhibit references are to this Agreement unless otherwise
specified.

          (c) Certain Common Terms. The term "documents" includes any and all
instruments, documents, agreements, certificates, indentures, notices and other
writings, however evidenced. The term "including" is not limiting and means
"including without limitation."

          (d) Performance; Time. Whenever any performance obligation hereunder
(other than a payment obligation) shall be stated to be due or required to be
satisfied on a day other than a Business Day, such performance shall be made or
satisfied on the next succeeding Business Day. In the computation of periods of
time from a specified date to a later specified date, the word "from" means
"from and including"; the words "to" and "until" each mean "to but excluding",
and the word "through" means "to and including." If any provision of this
Agreement refers to any action taken or to be taken by any Person, or which such
Person is prohibited from taking, such provision shall be interpreted to
encompass any and all means, direct or indirect, of taking, or not taking, such
action.

          (e) Contracts. Unless otherwise expressly provided herein, references
to agreements and other contractual instruments, including this Agreement and
the other Loan Documents, shall be deemed to include all subsequent amendments,
thereto, restatements thereof and other modifications and supplements thereto
which are in effect from time to time, but only to the extent such amendments
and other modifications are not prohibited by the terms of any Loan Document.

          (f) Laws. References to any statute or regulation are to be construed
as including all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting the statute or regulation.

          11.3 Accounting Principles. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

          (b) References herein to "fiscal year", "fiscal quarter" and "fiscal
month" refer to such fiscal periods of the Borrower.


       [Balance of page intentionally left blank; signature page follows.]

<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their duly authorized officers as of the day
and year first above written.


                                   ESQUIRE COMMUNICATIONS LTD.


                                   By: ---------------------------------
                                   Title: ------------------------------


                                   Address for notices:

                                   750 "B" Street
                                   Suite 2350
                                   San Diego, California 92101
                                   Attn: Steven L. Wolkenstein
                                   Facsimile: (619) 515-0808

<PAGE>

                                   ANTARES LEVERAGED CAPITAL CORP.,
                                   as Agent and as a Lender


                                   By:-------------------------------- 
                                   Title:-----------------------------


                                   Address for notices:

                                   311 South Wacker Drive
                                   Suite 2725
                                   Chicago, IL 60606
                                   Attn: Steven J. Robinson
                                   Facsimile: (312) 697-3998

                                   Address for payments:

                                   Antares Leveraged Capital Corp.
                                   Account # 4070-6016
                                   Citibank N.A., NY
                                   ABA # 021000089
                                   Reference:  Esquire Communications Ltd.
                                   Please advise Jim Luchansky (312) 697-3991
                                   upon receipt

<PAGE>

                                   HELLER FINANCIAL, INC., a Delaware
                                   corporation, as Lender


                                   By: ---------------------------------
                                   Title: __________ Vice President


                                   Address for notices:

                                   Heller Financial, Inc.
                                   500 West Monroe Street
                                   Chicago, Illinois 60661
                                   Attn:   Account Manager
                                           Corporate Finance Group
                                   Telecopy: (312) 441-7367

                                               and

                                   Heller Financial, Inc.
                                   500 West Monroe Street
                                   Chicago, Illinois 60661
                                   Attn:    Legal Department
                                            Corporate Finance Group
                                   Telecopy: (312) 441-7367


                                   Address for payments:

                                   ABA No. 0710-0001-3
                                   Account Number 55-00540
                                   The First National Bank of Chicago
                                   One First National Plaza
                                   Chicago, IL 60670
                                   Reference: Heller Corporate Finance Group
                                   for the benefit of Esquire

<PAGE>

                                   MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED

                                   By: Massachusetts Mutual Life Insurance
                                       Company, its Investment Manager

                                   By:---------------------------------

                                   Name:-------------------------------
                                   Title:------------------------------

                                   Address for Notices other than with respect
                                   to payments:

                                   c/o Massachusetts Mutual Life Insurance 
                                   Company
                                   1295 State Street
                                   Springfield, MA 01111
                                   Attn: Securities Investment Division
                                         John Wheeler/John Joyce
                                   Telephone: (413) 744-6975
                                   Facsimile: (413) 846-5027

                                   With a Copy of Notices to:

                                   c/o Massachusetts Mutual Life Insurance 
                                   Company
                                   1295 State Street
                                   Springfield, MA 01111
                                   Attn: Steve Katz, Esq.
                                   Telephone: (413) 744-6125
                                   Facsimile: (413) 744-6210

                                   Address for Notices with respect to payments:

                                   c/o Massachusetts Mutual Life Insurance 
                                   Company
                                   1295 State Street
                                   Springfield, MA 01111
                                   Attn: Securities Custody and Collection
                                         Department, F381

<PAGE>

                                   Address for payments:

                                   Citibank, N.A.
                                   111 Wall Street
                                   New York, NY 10043
                                   ABA No. 021000089
                                   For MassMutual Account No. 000-37778
                                   Re: Esquire Communications, identifying 
                                   Revolving Loan, and principal and interest 
                                   split 
                                   With telephone advise of payment to 
                                   Securities Custody and Collection Department 
                                   of Massachusetts Mutual Life Insurance 
                                   Company
                                   Attn: Laura Hamel
                                   Telephone: (413) 744-3878
                                   Facsimile: (413) 744-7922

<PAGE>

                                   MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

                                   By:---------------------------------
                                   Name:-------------------------------
                                   Title:-------------------------------

                                   Address for Notices other than with respect
                                   to payments:

                                   c/o Massachusetts Mutual Life Insurance 
                                   Company 1295 State Street
                                   Springfield, MA 01111
                                   Attn: Securities Investment Division
                                   John Wheeler/John Joyce
                                   Telephone: (413) 744-6975
                                   Facsimile: (413) 846-5027

                                   With a Copy of Notices to:

                                   c/o Massachusetts Mutual Life Insurance 
                                   Company
                                   1295 State Street
                                   Springfield, MA 01111
                                   Attn: Steve Katz, Esq.
                                   Telephone: (413) 744-6125
                                   Facsimile: (413) 744-6210

                                   Address for Notices with respect to payments:

                                   c/o Massachusetts Mutual Life Insurance 
                                   Company
                                   1295 State Street
                                   Springfield, MA 01111
                                   Attn: Securities Custody and Collection
                                         Department, F381

<PAGE>
                                   Address for payments:

                                   Citibank, N.A.
                                   111 Wall Street
                                   New York, NY 10043
                                   ABA No. 021000089
                                   For MassMutual Account No. 000-37778
                                   Re: Esquire Communications,
                                   identifying Revolving Loan, and principal 
                                   and interest split 
                                   With telephone advise of payment
                                   to Securities Custody and Collection 
                                   Department of Massachusetts Mutual Life
                                   Insurance Company
                                   Attn: Laura Hamel
                                   Telephone: (413) 744-3878
                                   Facsimile: (413) 744-7922


<PAGE>

                                    LASALLE NATIONAL BANK


                                     By:---------------------------------
                                     Name:-------------------------------
                                     Title:------------------------------


                                     Address for notices:

                                     135 South LaSalle Street
                                     Chicago, Illinois 60603
                                     Attn: James Tucker
                                     Facsimile: (312) 904-4605

                                     Address for payments:

                                     LaSalle National Bank
                                     135 South LaSalle Street
                                     Chicago,Illinois 60603
                                     ABA Acct. # 071-000-505
                                     Name on Acct: Commercial Loans
                                     Attn: Linda, ext. 47361
                                     Acct No. 1378018/7300

<PAGE>

                                 SCHEDULE 1.1(b)

                           Revolving Loan Commitments


Antares Leveraged Capital Corp.                               $30,000,000.00

Heller Financial, Inc.                                        $20,000,000.00

MassMutual Corporate Value Partners Limited                   $11,000,000.00

Massachusetts Mutual Life Insurance Company                    $9,000,000.00

LaSalle National Bank                                         $10,000,000.00