E-12
Exhibit No. 8
Headway Corporate Resources, Inc.
Form 10-KSB
File No. 0-23170

______________________________________________________________





         FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


                Dated as of September 15, 1997


                         by and among


               HEADWAY CORPORATE RESOURCES, INC.


                         as Borrower,


                        VARIOUS LENDERS


                              and


                               
               ING  (U.S.) CAPITAL CORPORATION,


as Agent for the Lenders



______________________________________________________________


                       TABLE OF CONTENTS

ARTICLE 1. DEFINITIONS                                      1
     SECTION 1.1.   Defined Terms                           1
     SECTION 1.2.   Use of Defined Terms                   27
     SECTION 1.3.   Cross-References                       27
     SECTION 1.4.   Accounting and Financial Determinations27

ARTICLE 2. COMMITMENTS                                     27
     SECTION 2. 1.  Term Loans and Revolving Loan Commitment27
      SECTION 2. 1. 1.                             Term Loans.
27
     SECTION 2.1.2. Revolving Loan Commitment              28
     SECTION 2.1.3. Limitations on Revolving Credit Commitment
28
     SECTION 2.1.4. Letter of Credit Commitment            28
      SECTION  2.1.5. Notice of Issuance of Letter of  Credit,
Agreement to Issue. 29
      SECTION 2.1.6. Payment of Amounts drawn under Letters of
Credit,             29
     SECTION 2.1.7. Payment by Lenders                     30
      SECTION  2.2.   Changes in Advance Ratios; Establishment
of Reserves.        31
     SECTION 2.2.1. Advance Ratios                         31
     SECTION 2.2.2. Establishment of Reserves              31
     SECTION 2.3.   Commitment Fee                         31
     SECTION 2.4.   Increased Costs: Capital Adequacy      32

ARTICLE 3. LOANS AND NOTES                                 33
     SECTION 3.1.   Borrowing Procedure                    33
     SECTION 3.2.   Notes                                  34
     SECTION 3.3.   Principal Payments                     34
     SECTION 3.3.1. Repayments and Prepayments             34
     SECTION 3.3.2. Application                            38
     SECTION 3.3.3. Revolving Loans on Borrower's Behalf   38
     SECTION 3.3.4. Reduction of Revolving Loan Commitment 38
     SECTION 3.4.   Interest                               38
     SECTION 3.4.1. Term Loan Rate                         38
     SECTION 3.4.2. Revolving Loan Rate                    39
     SECTION 3.4.3. Continuation Elections                 39
     SECTION 3.4.4. Post-Default Rates                     40
     SECTION 3.4.5. Payment Dates                          40
     SECTION 3.4.6. Rate Determinations                    40
     SECTION 3.4.7. Limitation on Types of Loans           40
     SECTION 3.4.8. Illegality                             41
     SECTION 3.4.9. Treatment of Affected Loans            41
      SECTION 3.4.10.                             Compensation
42
     SECTION 3.5.   Taxes                                  42
      SECTION  3.6.    Payments, Interest  Rate  Computations,
Other
                    Computations, etc.                     44
     SECTION 3.7.   Proration of Payments                  44
     SECTION 3.8.   Setoff                                 45
     SECTION 3.9.   Use of Proceeds                        45
     SECTION 3.10.  Letter of Credit Obligations Absolute  45

ARTICLE 4. CONDITIONS TO LOANS                             46
     SECTION 4. 1.  Initial Loan                           46
      SECTION 4. 1.1.                        Resolutions, etc.
46
     SECTION 4.1.2. Notes                                  47
     SECTION 4.1.3. Subsidiary Guaranty                    47
     SECTION 4.1.4. No Contest, etc.                       47
      SECTION  4.1.5. Certificate as to Completed  Conditions,
Warranties,
                    No Default, etc.                       47
     SECTION 4.1.6. Opinions of Counsel                    48
     SECTION 4.1.7. Closing Fees, Expenses, etc.,          48
     SECTION 4.1.8. Security Documents and Perfection      48
     SECTION 4.1.9. Employment Agreements; Compensation    49
      SECTION 4.1.10.          Pension and Welfare Liabilities
49
      SECTION 4.1.11.                                Insurance
50
      SECTION 4.1.12.                        Key Man Insurance
50
      SECTION 4.1.13.              Financial Information, etc.
50
      SECTION 4.1.14.                           Solvency, etc.
50
      SECTION 4.1.15.               [INTENTIONALLY LEFT BLANK]
50
      SECTION 4.1.16.               [INTENTIONALLY LEFT BLANK]
50
      SECTION 4.1.17.               [INTENTIONALLY LEFT BLANK]
50
      SECTION 4.1.18.      Review of the Borrower's Operations
50
      SECTION 4.1.19.                       Material Contracts
50
      SECTION 4.1.20.                    Letter to Accountants
51
      SECTION 4.1.21.      Other Documents, Certificates, Etc.
51
     SECTION 4.2.   All Loans and Letters of Credit        51
      SECTION 4.2. 1.Compliance with Warranties, No Default, e
tc., 51
     SECTION 4.2.2. Request, etc.                          52
     SECTION 4.2.3. Satisfactory Legal Form                52
     SECTION 4.2.4. Margin Regulations                     52
     SECTION 4.2.5. Adverse Change                         52
     SECTION 4.2.6. Change in Law                          52

ARTICLE 5. WARRANTIES, ETC.                                53
     SECTION 5.1.   Organization, Power, Authority, etc.   53
     SECTION 5.2.   Due Authorization                      53
     SECTION 5.3.   Validity, etc.,                        53
     SECTION 5.4.   Financial Information: Solvency        53
     SECTION 5.5.   Material Adverse Change-               55
     SECTION 5.6.   Absence of Default                     55
     SECTION 5.7.   Litigation, Legislation, etc.          55
     SECTION 5.8.   Regulations G, T, U and X              55
     SECTION 5.9.   Government Regulation                  55
     SECTION 5.10.  Taxes                                  55
     SECTION 5.11.  Pension and Welfare Plans              55
     SECTION 5.12.  Labor Controversies                    57
     SECTION 5.13.  Ownership of Properties: Collateral    58
     SECTION 5.14.  Intellectual Property                  58
     SECTION 5.15.  Accuracy of Information                58
     SECTION 5.16.  Insurance                              58
     SECTION 5.17.  Certain Indebtedness                   59
     SECTION 5.18.  Environmental Matters                  59
     SECTION 5.19.  No Burdensome Agreements               59
     SECTION 5.20.  Consents                               59
     SECTION 5.21.  Contracts                              59
     SECTION 5.22.  Employment Agreements                  59
     SECTION 5.23.  Condition of Property                  60
     SECTION 5.24.  Subsidiaries                           60
     SECTION 5.25.  Trade Relations                        60

ARTICLE 6. COVENANTS                                       60
     SECTION 6.1.   Affirmative Covenants.                 60
     SECTION 6.1.1. Financial Information, etc.            60
     SECTION 6.1.2. Maintenance of Corporate Existence, etc.62
     SECTION 6.1.3. Foreign Qualification                  62
     SECTION 6.1.4. Payment of Taxes, etc.                 62
     SECTION 6.1.5. Insurance                              62
     SECTION 6.1.6. Notice of Default, Litigation, etc.    63
     SECTION 6.1.7. Books and Records                      64
     SECTION 6.1.8. Maintenance of Properties, Etc.        65
     SECTION 6.1.9. Maintenance of Licenses and Permits    65
      SECTION 6.1.10.                           Employee Plans
65
      SECTION 6.1.11.                Environmental Management.
65
      SECTION 6.1.12.                     Compliance with Laws
65
      SECTION 6.1.13.                 Interest Rate Protection
65
      SECTION 6.1.14.                              Real Estate
65
      SECTION 6.1.15.Underwriting Offering and Private Placeme
nt   66
     SECTION 6.2.   Negative Covenants,                    66
     SECTION 6.2.1. Business Activities                    66
     SECTION 6.2.2. Indebtedness                           66
     SECTION 6.2.3. Liens
     SECTION 6.2.4. Financial Condition                    68
     SECTION 6.2.5. Capital Expenditures                   73
     SECTION 6.2.6. Lease Obligations                      74
     SECTION 6.2.7. Investments                            75
     SECTION 6.2.8. Restricted Payments, etc.              76
     SECTION 6.2.9. Take or Pay Contracts: Sale/Leaseback  76
      SECTION 6.2.10.Consolidation, Merger, Subsidiaries, etc.
77
      SECTION 6.2.11.                 Asset Dispositions, etc.
77
      SECTION 6.2.12.       Modification of Organic Documents,
77
      SECTION 6.2.13.             Transactions with Affiliates
77
      SECTION 6.2.14.                  Inconsistent Agreements
77
      SECTION 6.2.15.              Change in Accounting Method
78
      SECTION 6.2.16.               Change in Fiscal Year End.
78
      SECTION 6.2.17.                    Compliance with ERISA
78
      SECTION  6.2.18.Limitation on Restrictions on Subsidiary
Dividends           78
      SECTION 6.2.19.                   Subsidiary Investments
78

ARTICLE 7. EVENTS OF DEFAULT                               78
     SECTION 7.1.   Events of Default                      78
     SECTION 7.1.1. Non-Payment of Obligations             78
     SECTION 7.1.2. Non-Performance of Certain Covenants   79
     SECTION 7.1.3. Defaults Under Other Loan Documents-
                    Non-Performance of Other Obligations   79
     SECTION 7.1.4. Bankruptcy, Insolvency, etc.           79
     SECTION 7.1.5. Breach of Warranty                     80
     SECTION 7.1.6. Default on Other Indebtedness, etc.    80
      SECTION  7.1.7.  Failure  of Valid,  Perfected  Security
Interest            80
     SECTION 7.1.8. Employee Plans                         80
     SECTION 7.1.9. Judgments                              81
      SECTION 7.1.10.       Cessation of Business; Dissolution
81
     SECTION 7.2.   Action if Bankruptcy                   81
     SECTION 7.3.   Action if Other Event of Default       81
    
ARTICLE 8. THE AGENT                                       82
     SECTION 8. 1.  Actions                                82
     SECTION 8.2.   Funding Reliance, etc.                 83
     SECTION 8.3.   Exculpation                            83
     SECTION 8.4.   Successor                              83
     SECTION 8.5.   Loans by the Agent                     84
     SECTION 8.6.   Credit Decisions                       84
     SECTION 8.7.   Copies, etc.                           84
    
ARTICLE 9. MISCELLANEOUS                                   84
     SECTION 9.1.   Waivers, Amendments, etc.              84
     SECTION 9.2.   Notices                                86
     SECTION 9.3.   Costs and Expenses                     87
     SECTION 9.4.   Indemnification                        87
     SECTION 9.5.   Survival                               89
     SECTION 9.6.   Severability                           89
     SECTION 9.7.   Headings                               89
     SECTION 9.8.   Counterparts, Effectiveness, etc.      89
     SECTION 9.9.   Governing Law; Entire Agreement        89
     SECTION 9.10.  Successors and Assigns                 90
     SECTION 9.11.  Sale and Transfers, Participations, etc.90
     SECTION 9.12.  Other Transactions                     93
     SECTION 9.13.  Confidentiality                        93
     SECTION 9.14.  Change in Accounting Principles        93
     SECTION 9.15.  Waiver of Jury Trial, Etc.             94
     SECTION 9.16.  Limitation of Liability                94
     SECTION 9.17.  Usury Savings Clause                   94
    
SCHEDULES AND EXHIBITS

     Schedule I - Disclosure Schedule

     Exhibit A -    Form of Borrowing Request
     Exhibit B -    Form of Borrowing Base Certificate
     Exhibit C -    Form of Compliance Certificate
     Exhibit D -    Form of Continuation/Conversion Notice
     Exhibit E-1    -    Form of Revolving Note
     Exhibit E-2    -    Form of Term Note A
     Exhibit E-3    -    Form of Term Note B
     Exhibit E-4    -    Form of Term Note C
     Exhibit F -    Form of Transfer Supplement
     Exhibit G -    Letter of Credit Application


         FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


      THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated
as  of  September  15,  1997, by and among  HEADWAY  CORPORATE
RESOURCES,  INC., a Delaware corporation, various  lenders  as
are, or may from time to time become, parties hereto, and  ING
(U.S.)  CAPITAL  CORPORATION (formerly known as Internationale
Nederlanden   (U.S.)   Capital   Corporation),   a    Delaware
corporation, as Agent for the Lenders.


                     W I T N E S S E T H:

RECITALS.

     A.   The Borrower, the Agent and the Lenders have entered
into  that certain Amended and Restated Credit Agreement dated
as  of  December  13,  1996, that certain Second  Amended  and
Restated Credit Agreement dated as of March 31, 1997, and that
certain  Third Amended and Restated Credit Agreement dated  as
of  June  6,  1997 (as amended to the date hereof, the  "Prior
Credit Agreement") providing certain credit facilities to  the
Borrower;

      B.    The Borrower has requested, and the Agent and  the
Lenders  have  agreed, to amend the Prior Credit Agreement  to
increase  the commitment and to make certain other  amendments
as set forth herein;

      C.    The  parties wish to amend and restate  the  Prior
Credit Agreement on the terms and conditions set forth below;

      NOW, THEREFORE, for good and valuable consideration, the
receipt   and   legal   sufficiency  of   which   are   hereby
acknowledged,  the  parties hereto, intending  to  be  legally
bound, agree as follows:


                          ARTICLE 1.

                          DEFINITIONS

A.         SECTION  1.1  Defined Terms.   The following  terms
(whether  or  not  underscored) when used in  this  Agreement,
including  its preamble and recitals, shall, except where  the
context otherwise requires, have the following meanings  (such
meanings  to be equally applicable to the singular and  plural
forms thereof):

           "Account"  means  any "account" (as  such  term  is
defined  in Section 9-106 of the UCC) of the Borrower  or  its
Eligible Subsidiaries arising from the sale or lease of  goods
or providing of services in the ordinary course of business.

           "Account  Debtor" means any Person who  is  or  may
become  obligated to the Borrower or its Eligible Subsidiaries
under, with respect to, or on account of, an Account.

           "Acquisition" means the acquisition by the Borrower
of  the  "Companies  Stock" (as such term is  defined  in  the
Acquisition  Agreement) in exchange for  the  payment  of  the
"Preliminary Purchase Price" and the "Additional  Amount"  (as
such  terms are defined in the Acquisition Agreement) pursuant
to the terms and conditions of the Acquisition Agreement.

           "Acquisition  - ASA" means the acquisition  by  ASA
Personnel   Services,   Inc.  of   certain   assets   of   ASA
Temporaries,  Inc. and ASA Associates, Inc.  pursuant  to  the
Acquisition Agreement - ASA.

           "Acquisition - ASS" means the acquisition by HNC of
certain  assets of Advanced Staffing Solutions, Inc.  pursuant
to the Acquisition Agreement - ASS.

           "Acquisition  Agreement" means that  certain  Stock
Purchase  Agreement, dated as of April 10, 1996,  between  the
Borrower, Irene Cohen, CSA, CTS, and the Sellers, as  amended,
modified or supplemented to the date hereof.

           "Acquisition Agreement - ASA" means   that  certain
Asset  Purchase Agreement, dated as of July 28,  1997  between
Borrower, ASA Personnel Services, Inc., ASA Temporaries, Inc.,
ASA Associates, Inc., Richard Brody, and Arnold Katz.

           "Acquisition Agreement - ASS" means   that  certain
Asset  Purchase Agreement dated as of March 31,  1997  between
Borrower,  HNC,  Advanced Staffing Solutions,  Inc.,  H.  Wade
Gresham, and Mark Herron.

           "Affiliate"  of any Person means any  other  Person
which, directly or indirectly, controls or is controlled by or
under  common control with such Person (excluding any  trustee
under, or any committee with responsibility for administering,
any Plan).  A Person shall be deemed to be "controlled by" any
other  Person  if  such  other Person possesses,  directly  or
indirectly,  power  (a) to vote 5% or more of  the  securities
having ordinary voting power for the election of directors  of
such  Person, or (b) to direct or cause the direction  of  the
management  or policies of such Person whether by contract  or
otherwise;  provided  that  no  Lender  shall  be  deemed   to
constitute an Affiliate of the Borrower.

           "Agent" means ING as agent for the Lenders pursuant
hereto,  or such other Person as shall have subsequently  been
appointed as the successor agent pursuant to Section 8.4.

           "Agreement"  means, on any date, this  Amended  and
Restated Credit Agreement as in effect on the date hereof  and
as thereafter from time to time amended, supplemented, amended
and restated, extended or otherwise modified and in effect.

           "Applicable Lending Office" means, with respect  to
any Lender, the branch or office of such Lender at which Loans
of a certain type are maintained.

            "Approved  Acquisition  Expenditures"  means,   in
connection with any purchase or other  acquisition by Borrower
or   any   Subsidiary  of  any  Temporary  Staffing  Business,
including the acquisition of all or substantially all  of  the
assets or stock of any Person (or of any operating division or
unit   thereof),  the  net  consideration  paid  in  cash   in
connection with such purchase or acquisition which shall  have
been approved in advance in writing by the Required Lenders in
their discretion and (i) for which no Loan shall be made which
shall  be  used, directly or indirectly, to pay  an  aggregate
purchase  price  or consideration (excluding earnout  payments
based  upon  post-acquisition actual EBITDA  of  the  acquired
business  or entity and excluding any accounts receivable  and
cash  acquired)  exceeding  5.5  times  Historical  Pro  Forma
Adjusted  EBITDA  and  (ii) for which the  aggregate  purchase
price or consideration (excluding earnout payments based  upon
post-acquisition  actual EBITDA of the  acquired  business  or
entity  and  excluding accounts receivable and cash  acquired)
shall  not  exceed  6.5 times Historical  Pro  Forma  Adjusted
EBITDA;  provided, that nothing contained in  this  definition
shall  in  any  event be deemed a consent to any  purchase  or
acquisition which is otherwise prohibited under the  terms  of
this  Agreement  or  the  other  Loan  Documents  unless  such
purchase  or  acquisition is consented to in  writing  by  the
Required Lenders.

          "ASA" means ASA Personnel Services, Inc., a Delaware
corporation.

           "ASS"  means Advanced Staffing Solutions,  Inc.,  a
North Carolina corporation.

           "Authorized Officer" means, relative  to  any  Loan
Party  those  officers  of such Loan Party  whose  signatures,
incumbency  and  authority shall have been  certified  to  the
Agent and the Lenders pursuant to Section 4.1.1.

           "Base Rate Loans" means Loans, or portions thereof,
interest rates on which are determined on the basis of the ING
Alternate Base Rate.

           "Borrower" means Headway Corporate Resources, Inc.,
a Delaware corporation.

           "Borrowing" means the Loans or portions thereof  of
the same type and, in the case of Eurodollar Loans, having the
same  Interest  Period,  in  each  case  made,  converted   or
continued  by the Lenders on the same Business Day pursuant to
the  same Borrowing Request or Continuation/Conversion  Notice
in accordance with Sections 3.1 or 3.4.3.

            "Borrowing  Request"  means  a  loan  request  and
certificate  duly  executed by an Authorized  Officer  of  the
Borrower in the form of Exhibit A.

           "Borrower  Pledge Agreement" means  the  Stock  and
Notes Pledge Agreement, dated as of the Original Closing Date,
made  by  the Borrower in favor of the Agent, for its  benefit
and the ratable benefit of the Lenders as originally in effect
on  the  Original Closing Date and as thereafter from time  to
time amended, supplemented, amended and restated, extended  or
otherwise  modified  and  in effect,  pursuant  to  which  the
Borrower  shall  pledge  to  the Agent  as  security  for  the
Obligations  all of the issued and outstanding  Stock  of  its
direct  Subsidiaries incorporated in the United States, sixty-
six  percent (66%) of all the issued and outstanding Stock  of
its  direct Subsidiaries incorporated in countries other  than
the United States, and all promissory notes, other instruments
and   securities  held  by  the  Borrower  (including  without
limitation, the Subsidiary Notes).

          "Borrower Trademark Assignment" means the Collateral
Assignment  and Security Agreement (Trademarks), dated  as  of
the  Original Closing Date, made by the Borrower in  favor  of
the  Agent,  for  its benefit and the ratable benefit  of  the
Lenders, as originally in effect on the Original Closing  Date
and  as  thereafter  from time to time amended,  supplemented,
amended  and restated, extended or otherwise modified  and  in
effect.

           "Borrowing  Base"  means an amount  equal  to:  (a)
eighty-five  percent  (85%)  of  Eligible  Accounts,  as   the
percentage  set  forth  in this clause (a)  may  be  decreased
pursuant   to   Section  2.2.1  hereof,  minus  (b)   reserves
established  from  time  to  time pursuant  to  Section  2.2.2
hereof.

           "Borrowing Base Certificate" means a certificate of
the   chief  executive,  accounting  or  financial  Authorized
Officer  of  the  Borrower in the form of Exhibit  B  attached
hereto.

          "Business Day" means:

           (a)   any day which is neither a Saturday or Sunday
nor  a legal holiday on which banks are authorized or required
to be closed in New York, New York; and

           (b)   relative to the making, continuing, prepaying
or repaying of any Eurodollar Loans, any day on which dealings
in Dollars are carried on in the London interbank market.

           "Capital"  means the sum of Indebtedness  plus  net
worth, as determined in accordance with GAAP.

           "Capitalized Lease Liabilities" means all  monetary
obligations  of  the Borrower and its Subsidiaries  under  any
leasing or similar arrangement which, in accordance with GAAP,
are or would be classified as capitalized leases.

          "Cash Equivalent Investment" means, at any time:

           (a)  any direct obligation issued or guaranteed  by
the  United States of America or any agency or instrumentality
thereof and backed by the full faith and credit of the  United
States  of  America,  or  issued by any  state  or   political
subdivision or public instrumentality thereof, (i) which has a
remaining  maturity at the time of purchase of not  more  than
one  (1)  year  or which is subject to a repurchase  agreement
with   any   Lender   or  any  Eligible  Lending   Institution
exercisable  within one (1) year from the time of purchase  so
long  as  such direct obligation remains in the possession  of
the  Borrower  or  in the possession of any  Lender  and  (ii)
which,  in  the case of obligations of any state or  political
subdivision or public instrumentality thereof, is rated AA  or
better by Moody's Investors Service, Inc.;

           (b)  certificates of deposit, time deposits, demand
deposits and bankers' acceptances, having a remaining maturity
at  the time of purchase of not more than one (1) year, issued
by any Lender or by any Eligible Lending Institution;

           (c)  corporate obligations rated Prime-1 by Moody's
Investors   Service,  Inc.  or  A-1  by  Standard   &   Poor's
Corporation,  having  a  remaining maturity  at  the  time  of
purchase of not more than one (1) year; and

          (d)  shares of funds registered under the Investment
Company  Act  of 1940, as amended, having assets of  at  least
$100,000,000 which invest only in obligations described  above
and  which shares are rated by Moody's Investors Service, Inc.
or  Standard  & Poor's Corporation in one of the  two  highest
rating categories assigned by such agencies for obligations of
such nature.

           "Cash Flow" means, for any period, an amount  equal
to  (without duplication) the consolidated Net Income  of  the
Borrower and its Subsidiaries, plus depreciation, amortization
of  intangible  assets  and  other  non-cash  charges  of  the
Borrower  and  its  Subsidiaries, minus non-cash  credits  and
revenues,   plus   decreases  in  the   Borrower's   and   its
Subsidiaries' working capital (excluding changes in cash, Cash
Equivalent    Investments   and    current    maturities    of
Indebtedness),  minus  increases in  the  Borrower's  and  its
Subsidiaries' working capital (excluding changes in cash, Cash
Equivalent    Investments   and    current    maturities    of
Indebtedness).

          "Change in Control" means (i) the failure of Gary S.
Goldstein  to  own at least 85% of the Stock of  the  Borrower
which  he  owned  on  the  Original  Closing  Date,  provided,
however, that any Stock of the Borrower sold or transferred to
the  Borrower in satisfaction of the Goldstein Note shall  not
be considered for the purposes of this clause (i), or (ii) the
failure of either (A) Gary S. Goldstein to be the Chairman  of
the  Board and Chief Executive Officer of the Borrower and  to
be actively involved in the management of the Borrower and its
Subsidiaries or (B) any two of the following individuals to be
actively  involved in the management of the Borrower  and  its
Subsidiaries at any time prior to the third anniversary of the
Original  Closing  Date or, thereafter, at least  one  of  the
following   individuals  to  be  actively  involved   in   the
management  of the Borrower and its Subsidiaries at  any  time
after  the Original Closing Date: (1) Irene Cohen, (2) Michael
List,  and  (3) Ron Wendlinger, (iii) the acquisition  by  any
Person  or  group of Persons of beneficial ownership  of  more
than 20% of the outstanding Stock of the Borrower (within  the
meaning  of  Section  13(d) or 14(d)  of  the  Securities  and
Exchange Act of 1934, as amended, and the applicable rules and
regulations  thereunder); provided, however, that this  clause
(iii)  shall not apply to an underwriter(s) who acquires Stock
of  the Borrower in connection with a public offering of Stock
of   the   Borrower  which  is  being  underwritten  by   such
underwriter(s),  or (iv) during any period of  12  consecutive
months  (whether  commencing  before  or  after  the  Original
Closing Date), the failure of individuals who on the first day
of  such period were directors of the Borrower (together  with
any replacement or additional directors who were nominated  or
elected  by  a  majority  of  directors  then  in  office)  to
constitute  a  majority  of  the Board  of  Directors  of  the
Borrower.

           "Charges"  means all federal, state, county,  city,
municipal,  local,  foreign or other governmental  (including,
without  limitation,  PBGC) (a) taxes  at  the  time  due  and
payable and (b) levies, assessments, charges, liens, claims or
encumbrances upon or relating to (i) the Collateral, (ii)  the
Obligations,   (iii)  the  Borrower's  and  its  Subsidiaries'
employees,  payroll,  income  or  gross  receipts,  (iv)   the
Borrower's  and its Subsidiaries' ownership or  use  of  their
assets,  or  (v)  any other aspect of the Borrower's  and  its
Subsidiaries' business.

          "Closing Date" means September 15, 1997.

           "Collateral"  means all property and  interests  in
property  and proceeds thereof now owned or hereafter acquired
by  the Borrower or any Subsidiary in or upon which a Lien  is
granted  to the Agent, for its benefit and the ratable benefit
of the Lenders, under any of the Loan Documents.

          "Commitment" means, collectively, the Revolving Loan
Commitments,  the   Term Loan Commitment  and  the  Letter  of
Credit Commitment.

           "Commonly Controlled Entity" means, with respect to
any  Person,  an entity or trade or business, whether  or  not
incorporated,  which  is from time  to  time  a  member  of  a
controlled  group  or a group under common control  with  such
Person  within the meaning of Sections 414(b), 414(c),  414(m)
or  414(o) of the IRC or Section 4001(a)(14) of ERISA.  Unless
otherwise  indicated  in this Agreement,  Commonly  Controlled
Entity  shall  refer  to  a Commonly  Controlled  Entity  with
respect to the Borrower.

           "Compliance  Certificate" means a certificate  duly
executed  by  the  chief executive, operating,  accounting  or
financial  Authorized Officer of the Borrower in the  form  of
Exhibit  C, together with such changes as the Required Lenders
may from time to time reasonably request through the Agent for
purposes of monitoring the Borrower's compliance herewith.

           "Consolidated Capital Expenditures" means, for  any
period,  without duplication, the sum of (a) the gross  dollar
amount  of  additions during such period to  property,  plant,
equipment  and  other  fixed assets of the  Borrower  and  its
Subsidiaries, including those additions made in  the  ordinary
course  of  business,  but excluding routine  maintenance  and
repairs,  plus  (b) the aggregate amount of Capitalized  Lease
Liabilities  incurred during such period by the  Borrower  and
its Subsidiaries.

           "Continuation/Conversion Notice" means a notice  of
continuation  or conversion and certificate duly  executed  by
the   chief  executive,  accounting  or  financial  Authorized
Officer  of  the  Borrower in the form of Exhibit  D  attached
hereto.

            "Contract"  means  any  agreement  or   agreements
pursuant  to  or  under  which  an  Account  Debtor  shall  be
obligated to pay for services rendered or merchandise sold  to
any Person from time to time.

           "Contractual  Obligation" means,  relative  to  any
Person, any provision of any security issued by such Person or
of  any  Instrument or undertaking to which such Person  is  a
party or by which it or any of its property is bound.

          "CSA" means Corporate Staffing Alternatives, Inc., a
New  York  corporation which is a wholly-owned  Subsidiary  of
HCSS.

           "CTS" means Certified Technical Staffing, Inc.,   a
New  York  corporation which is a wholly-owned  Subsidiary  of
HCSS.

           "Current  Ratio" means, at any date, the  ratio  at
such  date of (a) current assets at such date, to (b)  current
liabilities  excluding current maturities of  the  Obligations
at  such  date,  determined on a consolidated  basis  for  the
Borrower  and  its Subsidiaries in accordance  with  GAAP  and
excluding the Earnout.

            "Default"  means  any  Event  of  Default  or  any
condition  or event which, after notice or lapse  of  time  or
both, would constitute an Event of Default.

           "Disclosure Schedule" means the Disclosure Schedule
attached   hereto  as  Schedule  1,  as  it  may  be  amended,
supplemented or otherwise modified from time to  time  by  the
Borrower  with the consent of the Required Lenders as provided
in Section 4.2.2.

           "Dollar" and the sign "$" mean lawful money of  the
United States.

           "Earnout"  means the deferred amounts  due  to  the
sellers  under the Acquisition Agreement - ASS up to a maximum
amount of $3,000,000.

           "Earnout - ASA" means the deferred amounts  due  to
the sellers under the Acquisition Agreement - ASA.

           "EBITDA" means, for any period, an amount equal  to
Net  Income  plus  (to the extent deducted in determining  Net
Income)   interest  expense,  provisions  for  income   taxes,
depreciation, amortization of intangible assets and other non-
cash charges, minus (to the extent included in determining Net
Income)  non-cash credits and revenues, in each case  for  the
Borrower and its Subsidiaries on a consolidated basis.

            "Eligible  Accounts"  means  the  net  outstanding
balance,  less all finance charges, late fees and  other  fees
which  are unearned, of all Accounts of the Borrower  and  its
Eligible  Subsidiaries,  provided that  no  Account  shall  be
deemed eligible if:

           (a)   any  representation or warranty contained  in
this  Agreement, the Security Agreement or any  of  the  other
Loan Documents applicable either to Accounts in general or  to
any  such  specific Account has been breached as of  any  date
made in any material respect with respect to such Account;

           (b)  fifty percent (50%) or more of the outstanding
Accounts from the Account Debtor are ineligible;

           (c)  the Account Debtor has (i) become insolvent or
generally  failed to pay, or admitted in writing its inability
to  pay, debts as they become due, (ii) applied for, consented
to,  or acquiesced in, the appointment of a trustee, receiver,
sequestrator or other custodian for such Account Debtor or any
property thereof or made a general assignment for the  benefit
of  creditors,  (iii)  in  the absence  of  such  application,
consent  or acquiescence, permitted or suffered to  exist  the
appointment  of  a  trustee, receiver, sequestrator  or  other
custodian for such Account Debtor or for a substantial part of
its  property,  or  (iv) permitted or suffered  to  exist  the
commencement   of   any   bankruptcy,   reorganization,   debt
arrangement  or other case or proceeding under any  bankruptcy
or   insolvency  law  or  any  dissolution,  winding   up   or
liquidation proceeding in respect of such Account Debtor;

           (d)   such Account is billed on other than standard
terms of payment;

           (e)   as  of  any date, such Account  has  remained
unpaid  for a period exceeding 90 days after the due  date  of
the invoice issued with respect thereto;

           (f)  the sale represented by such Account is to  an
Account  Debtor outside the United States, unless the  payment
of such Account is backed by a letter of credit denominated in
Dollars  issued  or confirmed by a United  States  bank  or  a
foreign  bank with an office located in the United States,  in
each  case acceptable to the Agent and on terms acceptable  to
the  Agent,  and the Agent has received an assignment  of  the
Borrower's  or  its  Eligible Subsidiary's rights  under  such
letter  of  credit  or  acceptance  or  has  been  irrevocably
designated the payee of such letter of credit or acceptance;

           (g)  the Account Debtor is an Affiliate or employee
of the Borrower or any Subsidiary;

           (h)   the Account is subject to any set-off by  the
Account  Debtor, in which event such Account  will  be  deemed
ineligible to the extent of such set-off;

           (i)   the  Account  is denominated  in  other  than
Dollars or is payable outside the United States;

           (j)  based on the customary credit decisions of the
Agent,  collection of such Account is insecure for any  reason
or there is a reasonable probability that such Account may not
be paid provided that no such Account shall be excluded unless
the  Agent shall have given to the Borrower not less than  ten
(10) days prior written notice;

           (k)  the Account is subject to a material claim  or
dispute by the Account Debtor;

           (l)  the Account is subject to any Lien whatsoever,
other  than  Liens in favor of the Agent, for its benefit  and
the ratable benefit of the Lenders;

           (m)  the Account is not evidenced by an invoice  or
other writing in form reasonably acceptable to the Agent;

          (n)  the Account is evidenced by chattel paper or an
instrument unless such chattel paper or instrument is  pledged
to  the  Agent  as  security pursuant to the  Borrower  Pledge
Agreement or the Subsidiary Pledge Agreement;

          (o)  the Account or Accounts represent, individually
or  when aggregated with all other outstanding Accounts of the
same  Account Debtor, (i) more than fifteen percent  (15%)  of
the  net outstanding balance of all Eligible Accounts  of  the
Borrower  and  the  Eligible Subsidiaries (on  a  consolidated
basis)  then  outstanding for all Account Debtors  other  than
Merrill  Lynch & Co. and Affiliates or (ii) more  than  twenty
percent  (20%) of the net outstanding balance of all  Eligible
Accounts of the Borrower and the Eligible Subsidiaries  (on  a
consolidated basis) then outstanding for Merrill Lynch  &  Co.
and Affiliates as Account Debtor;

          (p)  the Account or Accounts exceed any credit limit
established by the Borrower or its Eligible Subsidiary  (which
limit  shall be reasonably satisfactory to the Agent) for  the
Account  Debtor  based  on  the  Borrower's  customary  credit
considerations, in which case such Account or Accounts will be
deemed ineligible to the extent of such excess;

           (q)   the  Borrower or its Eligible Subsidiary,  in
order  to  be  entitled to collect such Account (or,  if  such
Account is evidenced by multiple invoices, the amount of  such
Account evidenced by any such invoice), is required to perform
any additional service for, or perform or incur any additional
obligation  to, the Account Debtor in respect of such  Account
(or amount so invoiced);

           (r)  the Account is an account of the United States
government  or  any agency or instrumentality  of  the  United
States,  unless  the Borrower or its Subsidiary  has  complied
with the requirements of the Federal Assignment of Claims  Act
(31  U.S.C. 3727), or the Account is an account of  any  state
government  or  agency  thereof unless  the  Borrower  or  its
Eligible Subsidiary has complied with any state assignment  of
claims  or  similar  laws relative to the assignment  of  such
Account  to and the right to receive payment thereof  by,  the
Agent, for its benefit and the ratable benefit of the Lenders;
          (s)  the Borrower or its Eligible Subsidiary, as the
case may be, has not submitted all necessary documentation  or
supplied  all necessary information to the Account debtor  for
payment  of  such  Account  or has  not  fulfilled  all  other
obligations in respect thereof, including verification of  the
eligibility of the Account for payment by such Account Debtor;

           (t)   the  Account or the Contract related  thereto
contravenes  in  any  material  respect  any  laws,  rules  or
regulations applicable thereto (including, without limitation,
laws,  rules  and  regulations  relating  to  usury,  consumer
protection, truth-in-lending, fair credit billing, fair credit
reporting,  equal  credit opportunity,  fair  debt  collection
practices  and privacy) or any party related to such  Contract
is  in  violation of any such law, rule or regulation  in  any
material respect;

           (u)  the Account Debtor is located in the State  of
Minnesota or any other state imposing conditions on the  right
of  a  foreign  (out-of-state) creditor  to  collect  accounts
receivable  from Accounts Debtors located in such  state,  and
the Borrower or the Eligible Subsidiary has not satisfied such
conditions for the then current year;

           (v)   the Account has not been adjusted to  reflect
reimbursement  policies  of the Account  Debtor  with  respect
thereto   including,   without  limitation,   any   capitation
arrangement,   fee  schedule,  discount  formula,   cost-based
reimbursement, or other adjustment or limitation to the  usual
charges; and

           (w)  the related Contract is not, or was not at the
time of the services giving rise to the Account, in full force
and effect, such Contract does not constitute the legal, valid
and  binding  obligation  of  the Account  Debtor  enforceable
against  such Account Debtor in accordance with its terms,  or
such   account  was  not  created  in  accordance   with   the
requirements  of  the Contract or applicable  Requirements  of
Law,  including,  without  limitation,  compliance  with   any
restrictions on fees or charges.

The  determination  by  the Agent that any  Account  shall  be
deemed  ineligible by virtue of its being described by one  of
such  categories  shall not be deemed to  indicate  that  such
Account  may not also be deemed ineligible by virtue of  being
described by any other such category or to preclude the  Agent
from  reclassifying  such Account into  such  other  category,
should  the  Account cease to be described by the  first  such
category.

           "Eligible  Lending Institution" means  a  financial
institution having a branch or office in the United States and
having  capital and surplus and undivided profits  aggregating
at  least $100,000,000 and rated Prime-1 or better by  Moody's
Investors Service, Inc. or A-1 or better by Standard &  Poor's
Corporation.

           "Eligible  Subsidiaries" means,  collectively,  (a)
Furash,  (b) Whitney Partners, (c) HCSS, (d) Irene Cohen,  (e)
CSA, (f) CTS, (g) Headway Personnel, (h) HNC, (i) ASA, and any
other  Subsidiary which executes and delivers to the  Agent  a
Subsidiary  Note,  a  joinder  in  all  appropriate   Security
Documents and such other documents as the Lenders may require.

           "Eligible  Subsidiary" means any  of  the  Eligible
Subsidiaries.

           "Environment"  means soil, surface  waters,  ground
waters, land, streams, sediments, surface or subsurface strata
and ambient air.

          "Environmental Laws" means all federal, state, local
and  foreign  laws or regulations, codes, common law,  consent
agreements, orders, decrees, judgments or injunctions  issued,
promulgated,  approved  or  entered  thereunder  relating   to
pollution  or protection of the Environment, natural  resource
or occupational health and safety.

           "Environmental  Liabilities and  Costs"  means  all
liabilities, obligations, responsibilities, remedial  actions,
losses,  damages,  punitive  damages,  consequential  damages,
treble  damages, costs and expenses (including all  reasonable
fees,  disbursements  and  expenses  of  counsel,  expert  and
consulting  fees  and costs of investigation  and  feasibility
studies),  fines, penalties, settlement costs,  sanctions  and
interest incurred as a  result of any claim or demand, by  any
Person,  whether based in contract, tort, implied  or  express
warranty,  strict  liability, criminal or civil  statute,  any
Environmental Law, permit, order, variance or agreement with a
Governmental  Authority  or  other  Person,  arising  from  or
related  to  the  administration of any Environmental  Law  or
arising from environmental, health or safety conditions  or  a
release or threatened release resulting from the past, present
or  future  operations of the Borrower or its Subsidiaries  or
affecting   any  of  their  properties,  or  any  release   or
threatened  release  for  which the Borrower  or  any  of  its
Subsidiaries  is otherwise responsible under any Environmental
Law.

            "ERISA"  means  the  Employee  Retirement   Income
Security Act of 1974, as amended, and any successor statute of
similar  import, together with the regulation  thereunder,  in
each  case  as  in  effect from time to time.   References  to
sections of ERISA also refer to any successor sections.

           "ERISA  Insolvency" or "ERISA Insolvent" means,  at
any particular time, a Multiemployer Pension Plan is insolvent
within the meaning of Section 4245 of ERISA.

           "Eurodollar Base Rate" means, with respect  to  any
Borrowing   of  Eurodollar  Loans  for  any  Interest   Period
therefor,  the rate per annum (rounded upwards, if  necessary,
to the nearest 1/16 of 1%) which appears on Telerate Page 3750
for Dollar deposits comparable to the amount of such Borrowing
in  the  London interbank market as of 11:00 a.m. London  time
(or  as  soon thereafter as practicable) on the date  two  (2)
Business  Days prior to the first day of such Interest  Period
having  a  term comparable to such Interest Period.   If  such
Telerate Page is unavailable, the "Eurodollar Base Rate" shall
mean with respect to any Borrowing of Eurodollar Loans for any
Interest  Period  therefor,  the arithmetic  average  (rounded
upwards, if necessary, to the nearest 1/16 of 1%) of the rates
per annum which appear on the Reuters Screen LIBO Page, or  if
such  Reuters Screen LIBO Page is unavailable, the "Eurodollar
Base  Rate"  shall  mean  with respect  to  any  Borrowing  of
Eurodollar  Loans  for  any  Interest  Period  therefor,   the
arithmetic  average  (rounded upwards, if  necessary,  to  the
nearest 1/16 of 1%) of the rates per annum for Dollar deposits
comparable to the amount of such Borrowing offered to each  of
the  Reference Lenders in the London interbank  market  as  of
11:00  a.m. London time (or as soon thereafter as practicable)
on  the  date two (2) Business Days prior to the first day  of
such   Interest  Period  of  Dollar  deposits  having  a  term
comparable to such Interest Period.

           "Eurodollar Loans" means Loans or portions  thereof
interest  rates on which are determined on the  basis  of  the
Eurodollar Rate.

            "Eurodollar  Rate"  means,  with  respect  to  any
Borrowing   of  Eurodollar  Loans  for  any  Interest   Period
therefor, the rate per annum (rounded upward, if necessary, to
the nearest 1/16 of 1%) determined by the Agent to be equal to
(i)  the  Eurodollar  Base Rate for such  Borrowing  for  such
Interest  Period  divided by (ii) one (1)  minus  the  Reserve
Requirement.  The Eurodollar Rate for any Interest Period will
be  determined  initially by the Agent on  the  basis  of  the
Reserve  Requirement in effect on the date  two  (2)  Business
Days  prior  to the commencement of such Interest Period  and,
from time to time thereafter during such Interest Period, such
Eurodollar Rate shall be adjusted automatically on and  as  of
the  effective  date of any change in the Reserve  Requirement
during such Interest Period.

          "Event of Default" means any of the events set forth
in Section 7.1.

           "Excess Cash Flow" means, for any Fiscal Year,  the
excess  of : (a) Cash Flow for such Fiscal Year minus (b)  the
sum  of  (i) the lesser of the amount of Consolidated  Capital
Expenditures  permitted during such Fiscal  Year  pursuant  to
Section  6.2.5  and  actual Consolidated Capital  Expenditures
during such Fiscal Year, provided, however, that to the extent
that  such  Consolidated Capital Expenditures are funded  with
Capitalized  Leases or Purchase Money Indebtedness,  only  the
annual  principal amount of payments shall be  included  under
this  clause (i), plus (ii) repayments of the Term Loan during
such  Fiscal  Year pursuant to clauses (c),  (d)  and  (e)  of
Section  3.3.1  and  repayments by  Borrower  or  any  of  its
Subsidiaries of promissory notes issued in connection with any
Acquisition approved hereunder, minus (c) Approved Acquisition
Expenditures to the extent not funded with Term Loan  C,  plus
the  Earnout payments and Earnout ASA payments associated with
Approved  Acquisition Expenditures to the  extent  not  funded
with Term Loan C.

           "Facility  Fee Letter" means the letter  agreement,
dated as of the Closing Date, between ING and the Borrower.

           "Federal  Funds  Rate" means,  for  any  period,  a
fluctuating interest rate per annum equal for each day  during
such period to:

           (a)  the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve
System  arranged  by federal funds brokers, as  published  for
such  day (or, if such day is not a Business Day, for the next
preceding  Business Day) by the Federal Reserve  Bank  of  New
York; or

           (b)   if such rate is not so published for any  day
which  is  a  Business  Day,  the arithmetic  average  of  the
quotations for such transactions received by the Agent, in its
sole  discretion, either from (i) three federal funds  brokers
of  recognized  standing selected by the  Agent  in  its  sole
discretion or (ii) the Reference Lenders.

            "Financing   Statements"   means   the   financing
statements   under  the  Uniform  Commercial  Codes   of   the
applicable  jurisdictions, filed with respect to the  Security
Documents pursuant to clause (c) of Section 4.1.8.

          "Fiscal Quarter" means any quarter of a Fiscal Year.

           "Fiscal Year" means, subject to Sections 6.2.16 and
9.14  (b), each twelve-month accounting period ending December
31.   References to a Fiscal Year with a number  corresponding
to  any calendar year (e.g., the "1996 Fiscal Year") refer  to
the Fiscal Year ending on December 31 in such calendar year.

          "Fixed Charge Coverage Ratio" means, for any period,
the  ratio of (a) EBITDA for such period to (b) Fixed  Charges
during such period.

           "Fixed Charges" means, for any period, the  sum  of
(a)  Interest  Expense during such period, plus (b)  scheduled
repayments  of  Indebtedness (including,  without  limitation,
scheduled  payments  of  principal in respect  of  Capitalized
Lease Liabilities), plus (c) Consolidated Capital Expenditures
by  the Borrower and its Subsidiaries during such period  (but
excluding  any  Capitalized Lease Liabilities included  within
such  Consolidated Capital Expenditures), plus (d)  provisions
for taxes for such period.

           "Foreign  Lender" means any Lender organized  under
the laws of a jurisdiction outside the United States.

           "F.R.S. Board" means the Board of Governors of  the
Federal Reserve System (or any successor).

           "Furash"  means Furash & Company, Inc., a  Maryland
corporation  which  is  a  wholly-owned  Subsidiary   of   the
Borrower.

            "GAAP"   means   generally   accepted   accounting
principles in effect from time to time in the United States.

           "Goldstein Note" means that certain promissory note
dated  May 31, 1996 made by Gary S. Goldstein payable  to  the
order  of  the  Borrower in the original principal  amount  of
$1,065,722  and  having  a balance  on  the  Closing  Date  of
$928,189.

            "Governmental  Authority"  means  any  nation   or
government,  any state or other political subdivision  thereof
and  any  entity exercising executive, legislative,  judicial,
regulatory  or  administrative functions of or  pertaining  to
government.

           "HCSS"  means Headway Corporate Staffing  Services,
Inc.,   a  Delaware  corporation  which  is  a  wholly   owned
Subsidiary of the Borrower.
          "Headway Personnel" means Headway Personnel, Inc., a
Delaware  corporation  which is a wholly-owned  Subsidiary  of
HCSS.

            "herein",  "hereof",  "hereto",  "hereunder"   and
similar  terms contained in this Agreement or any  other  Loan
Document  refer to this Agreement or such other Loan Document,
as  the  case  may  be, as a whole and not to  any  particular
Section,  clause or provision of this Agreement or such  other
Loan Document.

            "Historical  Pro  Forma  Adjusted  EBITDA"   means
trailing   twelve   month  historical  EBITDA   adjusted   for
reasonable   non-recurring  expenses  to  reflect   historical
financial performance of the acquisition target as if Borrower
had  been the owner and operator of such business, as adjusted
by the Borrower in accordance with GAAP.

           "HNC" means Headway Corporate Staffing Services  of
North Carolina, Inc., a Delaware corporation which is a wholly-
owned subsidiary of HCSS.

           "Incepta  Shares"  means all  shares  of  stock  of
Incepta  Group plc, an English company, owned by the  Borrower
and  its Subsidiaries which, as of the Closing Date, is  equal
to 8,853,476 ordinary shares.

           "including"  means including without  limiting  the
generality of any description preceding such term.

            "Indebtedness"  of  any  Person   means,   without
duplication:

           (a)   all  obligations of such Person for  borrowed
money   (including  all  notes  payable  and  drafts  accepted
representing extensions of credit) and all obligations of such
Person  evidenced by bonds, debentures, notes or other similar
instruments on which interest charges are customarily paid;

           (b)   all  obligations,  contingent  or  otherwise,
relative to the face amount of all letters of credit,  whether
or  not drawn, and banker's acceptances issued for the account
of such Person;

           (c)   all  Capitalized Lease  Liabilities  of  such
Person  (to the extent required by GAAP to be included on  the
balance sheet of such Person);

           (d)   whether or not so included as liabilities  in
accordance with GAAP (i) all obligations of such Person to pay
the deferred purchase price of property or services (excluding
trade  accounts payable for other than borrowed money  arising
in  the  ordinary course of business) and indebtedness secured
by  a Lien on property owned or being purchased by such Person
(including  indebtedness arising under  conditional  sales  or
other  title  retention  agreements),  whether  or  not   such
indebtedness  shall have been assumed by  such  Person  or  is
limited  in recourse, and (ii) all obligations of such  Person
in  respect  of, and obligations (contingent or otherwise)  to
purchase  or otherwise acquire, or otherwise assure a creditor
against loss in respect of, Indebtedness of another Person;

           (e)   all  net  obligations of  such  Person  under
Interest Rate Contracts; and

           (f)   all  obligations of such  Person  to  redeem,
purchase or otherwise retire or extinguish any of its Stock at
a  fixed  or  determinable date (whether  by  operation  of  a
sinking  fund or otherwise), at another's option or  upon  the
occurrence  of  a condition not solely within the  control  of
such Person (e.g., redemption from future earnings).

          "Indemnified Liabilities" means any and all actions,
causes  of action, suits, losses, costs, liabilities,  damages
and  expenses incurred by or asserted or awarded  against  any
Lender  Party  and against which the Borrower has  indemnified
the Lender Parties as provided in Section 9.4.

           "ING"  means  ING  (U.S.)  Capital  Corporation,  a
Delaware corporation.

           "ING Alternate Base Rate" means a fluctuating  rate
of interest per annum equal to the higher of:

           (a)   the  arithmetic average of rates of  interest
announced by each of the Reference Lenders from time  to  time
at  such Reference Lender's principal New York City office  as
its  prime (or base) rate for U.S. domestic commercial  loans;
and

           (b)   the Federal Funds Rate from time to  time  in
effect plus 1/2 of 1% (0.50%).

Changes  in the rate of interest on the Base Rate Loans  shall
take  effect  on the date of each change in the ING  Alternate
Base  Rate.   The  Agent  shall give notice  promptly  to  the
Borrower and the Lenders of changes in the ING Alternate  Base
Rate.

           "Instrument" means any contract, agreement,  letter
of  credit, indenture, mortgage, deed, certificate  of  title,
document  or writing (whether by formal agreement,  letter  or
otherwise) under which any obligation is evidenced, assumed or
undertaken, any Lien (or right or interest therein) is granted
or  perfected, or any property (or right or interest  therein)
is conveyed.

           "Intellectual  Property" means,  collectively,  (a)
patents, patent rights and patent applications, copyrights and
copyright  applications, trademarks, trademark  rights,  trade
names,  trade name rights, service marks, service mark rights,
applications for registration of trademarks, trade  names  and
service  marks, fictitious names registrations and  trademark,
trade  name and servicemark registrations, including,  without
limitation, the names Whitney Group, Viva, On-Line, Vogue  and
Vogue  Personnel  Services, Inc. and all derivations  thereof,
and   (b)   patent  licenses,  trademark  licenses,  copyright
licenses  and other licenses to use any of the items described
in  clause  (a), or any other items necessary  to  conduct  or
operate the business of the Borrower and its Subsidiaries.

          "Interest Coverage Ratio" means, for any period, the
ratio  of  (a) EBITDA for such period to (b) Interest  Expense
during such period.

          "Interest Expense" means, for any period, the sum of
the  Borrower's  consolidated interest expense accrued  during
such period in respect of all Indebtedness of the Borrower and
its Subsidiaries.

           "Interest Period" means, relative to any Eurodollar
Loans  comprising  part  of  the same  Borrowing,  the  period
beginning on (and including) the date on which such Eurodollar
Loans  are made or continued as, or converted into, Eurodollar
Loans  pursuant to Section 3.1 or Section 3.4.3 and ending  on
(but excluding) the date which numerically corresponds to such
date  one,  two, three or six months thereafter (or,  if  such
month  has  no  numerically corresponding date,  on  the  last
Business  Day  of such month), in either case as the  Borrower
may  select in its relevant notice pursuant to Section 3.1  or
Section 3.4.3; provided, however, that:

           (a)   the Borrower shall not be permitted to select
Interest  Periods to be in effect at any one time  which  have
expiration  dates occurring on more than five (5)  dates  with
respect  to  the Term Loans and two (2) dates with respect  to
the Revolving Loans;

           (b)  if such Interest Period would otherwise end on
a  day which is not a Business Day, such Interest Period shall
end  on  the  next  following Business Day (unless  such  next
following Business Day is the first Business Day of a calendar
month,  in  which case such Interest Period shall end  on  the
Business  Day  next  preceding such numerically  corresponding
date);

           (c)   in the case of Interest Periods for Revolving
Loans,  no such Interest Period may end later than the  Stated
Maturity Date for Revolving Loans; and

           (d)   in the case of Interest Periods for the  Term
Loans  no  such  Interest Period may end later  than  (i)  the
Stated Maturity Date of the Term Loans or (ii) the date of any
principal  repayment with respect to the  Term  Loans  as  set
forth  in  clauses (c), (d), and (e) of Section 3.3.1,  if  on
such  date the Borrower otherwise would be required  to  repay
any  portion of any Borrowing prior to the end of the Interest
Period relative to such Borrowing.

          "Interest Rate Contract" means any interest rate cap
agreement, interest rate collar agreement, interest rate  swap
agreement  or  other  agreement  or  arrangement  designed  to
protect against fluctuations in interest rates.
            "Internal  Revenue  Service"  means  the  Internal
Revenue Service of the United States of America.

          "Investment" means, relative to any Person:

           (a)  any loan or advance made by such Person to any
other   Person  (excluding  commission,  travel  and   similar
advances  to officers, employees and consultants made  in  the
ordinary course of business);

           (b)  any ownership or similar interest held by such
Person in any other Person; and

           (c)   the purchase of any debt or equity securities
or  instruments issued by any other Person (including, without
limitation,  Stock, notes, debentures, drafts and acceptances,
trust   certificates,  partnership  interests  or   units   or
membership interests in limited liability companies).

The  amount  of  any Investment of the nature referred  to  in
clause  (a) or (b) shall be the original principal or  capital
amount thereof less all returns of principal or equity thereon
(and  without adjustment by reason of the financial  condition
of  such  other Person) and shall, if made by the transfer  or
exchange  of property other than cash, be deemed to have  been
made  in an original principal or capital amount equal to  the
fair market value of such property.

           "IRC"  means the Internal Revenue Code of 1986,  as
amended, and any successor statute of similar import, together
with  the  regulations thereunder, in each case as  in  effect
from  time  to time.  References to sections of the  IRC  also
refer to any successor sections.

           "Irene Cohen" means Irene Cohen Temps, Inc., a  New
York corporation which is a wholly-owned Subsidiary of HCSS.

          "Lender" means any of the various lenders as are, or
may from time to time become, parties to this Agreement.

           "Lender Parties" means, collectively, the Agent and
each  Lender,  and  each  of their respective  successors  and
assigns,  and  each  of  the respective  officers,  directors,
employees,  attorneys and agents of the Agent and each  Lender
and  of  each  of  their  respective successors  and  assigns,
indemnified by the Borrower as provided in Section 9.4.

           "Letter  of Credit Commitment" means the collective
commitments  of  the Lenders to issue, or jointly  apply  for,
Letters of Credit, not in excess of $500,000 in the aggregate,
pursuant  to  Section  2.1.4 if the conditions  set  forth  in
Section 4.1 and 4.2 are met.

           "Letter of Credit Percentage" of any Lender  means,
at  any  time,  in  respect  of the  Letters  of  Credit,  the
percentage  set forth opposite such Lender's signature  hereto
under  the caption  "Percentage," as the same may be  adjusted
pursuant to Section 9.11.

           "Letters  of  Credit" means the letters  of  credit
issued  pursuant to Article 2 hereof for the  account  of  the
Borrower or an Eligible Subsidiary, or the joint account  with
the Agent, pursuant to the Letter of Credit Commitments.

          "Leverage Ratio" means, for any period, the ratio of
(a) the aggregate outstanding principal amount of Indebtedness
of  the  Borrower and its Subsidiaries as of the last  day  of
such period to (b) EBITDA for such period.

           "Lien"  means  any mortgage, pledge, hypothecation,
assignment,  charge,  deposit arrangement,  encumbrance,  lien
(statutory  or other), adverse claim  or preference,  priority
or other security agreement or preferential arrangement of any
kind  or nature whatsoever (including any conditional sale  or
other title retention agreement, any financing lease involving
substantially the same economic effect as any of the foregoing
and  the  filing of any financing statement under the  UCC  or
comparable law of any jurisdiction).

           "Loan" means, as the context may require, the  Term
Loans or the Revolving Loans.

            "Loan   Documents"   means,   collectively,   this
Agreement,  the  Notes, the Letters of Credit,  each  Security
Document,  each Borrowing Request, any Interest Rate  Contract
entered  into by the Borrower with a Lender that has  executed
and  delivered to the Agent an acknowledgment in the  form  of
Exhibit F, and each other Instrument executed and delivered by
the  Borrower as of the date hereof or at any time thereafter,
in  connection  with  the transactions  contemplated  by  this
Agreement,  in each case, as amended, modified or supplemented
from time to time.

            "Loan  Party"  means  any  of  the  Borrower,  its
Subsidiaries which is a party to any of the Loan Documents.

           "Loss" means any loss, damage, destruction,  theft,
or  seizure of, or any other casualty with respect to, or  any
condemnation  of, any property or asset of any  Person  in  an
amount  in excess of $100,000 individually or $250,000 in  the
aggregate  for any Fiscal Year; and the "amount" of  any  Loss
means  (i)  if such asset or property is repaired or replaced,
the  greater of (A) the cost to repair or replace the property
or  asset that was the subject of such Loss and (B) the amount
of  insurance  proceeds or condemnation awards  payable  as  a
result of such Loss, and (ii) if such asset or property is not
repaired  or  replaced,  the amount of insurance  proceeds  or
condemnation awards payable as a result of such loss.

           "Material Adverse Change" means a material  adverse
change   in   (a)  the  condition  (financial  or  otherwise),
operations, performance, business, properties or prospects  of
the Borrower and its Subsidiaries taken as a whole; or (b) the
rights and remedies of the Lenders or the Agent under the Loan
Documents;  or (c) the ability of the Borrower  to  repay  the
Obligations  or of the Borrower or any Subsidiary  to  perform
their respective obligations under the Loan Documents; or  (d)
the legality, validity or enforceability of any Loan Document;
or  (e)  the Liens granted the Agent pursuant to the  Security
Documents.

           "Maturity"  means relative to any Loan  or  portion
thereof,  the earlier of such Loan's Stated Maturity  Date  or
such other date when such Loan or portion thereof shall be  or
become  due and payable in accordance with the terms  of  this
Agreement,   whether   by   required  repayment,   prepayment,
declaration or otherwise.

           "Mortgage" means any mortgage, deed of trust,  deed
to secure debt, leasehold mortgage, leasehold deed of trust or
leasehold deed to secure debt covering real property, as  such
instruments are originally executed or supplemented,  amended,
renewed, extended or otherwise modified from time to time.

           "Multiemployer Pension Plan" means a  Multiemployer
Plan which is subject to Subtitle E of Title IV of ERISA.

           "Multiemployer  Plan"  means  a  Plan  which  is  a
"multiemployer  plan" within the meaning of Section  3(37)  of
ERISA.

           "Net  Disposition Proceeds" means, with respect  to
any   disposition  of  the  assets  of  the  Borrower  or  any
Subsidiary,  the  excess  of:  (a)  the  gross  cash  proceeds
received   by  the  Borrower  or  any  Subsidiary  from   such
disposition (including any cash proceeds subsequently received
in  respect  of notes and other non-cash proceeds received  by
the   Borrower   or   any  of  its  Subsidiaries   from   such
disposition), minus (b) the sum of (i) all reasonable  out-of-
pocket  fees  and  expenses incurred in connection  therewith,
plus  (ii)  all taxes paid or payable in connection with  such
sale.

           "Net  Income"  means, as to  any  Person,  for  any
period,  the  net  income (or loss) of such  Person  for  such
period,  determined  in accordance with  GAAP,  but  excluding
extraordinary gains or losses for such period.

           "Net Indebtedness Proceeds" means, with respect  to
the  issuance or incurrence by the Borrower or any  Subsidiary
of  any  Indebtedness,  the excess of:   (a)  the  gross  cash
proceeds received by the Borrower or any Subsidiary from  such
Indebtedness, minus (b) all reasonable out-of-pocket fees  and
expenses incurred in connection therewith.

          "Net Securities Proceeds" means, with respect to the
issuance  or  sale  by the Borrower or any Subsidiary  of  any
equity securities (not including upon the exercise of existing
stock  options  or  employee stock  options  or  any  dividend
investment  plan), the excess of: (a) the gross cash  proceeds
received  by the Borrower or any Subsidiary from such issuance
and  sale  minus  (b)  all reasonable out-of-pocket  fees  and
expenses incurred in connection with such issuance and sale.

           "Note" means, as the context may require, any  Term
Note or any Revolving Note.

           "Notes" means, collectively, the Term Notes and the
Revolving Notes.

           "Obligations"  means  all payment  and  performance
obligations  of  the  Loan  Parties  (monetary  or  otherwise)
arising under or in connection with this Agreement, the Notes,
the Letters of Credit and the other Loan Documents.

           "Organic  Document" means, relative to any  Person,
its  articles  or certificate of incorporation or organization
or  certificate  of  limited partnership or organization,  its
bylaws,   partnership   or  operating   agreement   or   other
organizational  documents,  and all  stockholders  agreements,
voting  trusts and similar arrangements applicable to  any  of
its   Stock   or  partnership  interests  or  other  ownership
interests.

          "Original Closing Date" means May 31, 1996.

          "Participant" means the banks or other entities that
purchase  participating interests in any Loan, Note, Revolving
Loan  Commitment,  or  Letter  of  Credit  or  other  interest
hereunder, as provided in clause (a) of Section 9.11.

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

           "Pension  Plan" means any Plan which is subject  to
the  provisions of Title IV of ERISA, or to the provisions  of
Section 302 of ERISA or Section 412 of the IRC.

           "Percentage" means, as the context requires, either
(a) the Revolving Percentage, (b) the Term Percentage, (c) the
Letter of Credit Percentage or (d) all of the above.

           "Person"  means  any  natural person,  corporation,
partnership,  limited  liability company,  firm,  association,
government,  governmental agency or any other entity,  whether
acting in an individual, fiduciary or other capacity.

           "Plan"  shall  mean,  at  a  particular  time,  any
employee benefit plan (within the meaning of Section  3(3)  of
ERISA), which is covered by ERISA and in respect of which  the
Borrower, a Subsidiary or a Commonly Controlled Entity is (or,
if such plan were terminated at such time, would under Section
4069  of  ERISA be deemed to be) an "employer" as  defined  in
Section 3(5) of ERISA.

           "Plan  Reorganization" means with  respect  to  any
Multiemployer Pension Plan, the condition that such plan is in
reorganization  within the meaning of such  term  as  used  in
Section 4241 of ERISA.

          "Plan Reportable Event" means (i) a reportable event
described  in Section 4043 of ERISA and regulations thereunder
(other   than  any  reportable  event  described  in   Section
4043(b)(2)  or  (7)),  (ii)  a withdrawal  by  a  "substantial
employer" (within the meaning of Section 4001(a)(2) of  ERISA)
from  a  Single Employer Plan to which more than one  employer
contributes,  as referred to in Section 4063(b) of  ERISA,  or
(iii)  a  cessation of operations at a facility  causing  more
than  twenty  percent  (20%) of participants  under  a  Single
Employer Plan to be separated from employment, as referred  to
in Section 4062(e) of ERISA.

           "Post-Default Rate" means (a) in the case  of  each
Loan,  the  sum of the rate per annum otherwise applicable  to
such  Loan  from time to time plus two percent (2%) per  annum
and  (b) in the case of all other Obligations, the sum of  the
highest rate per annum then applicable to any Loan (other than
by application of the Post-Default Rate) plus two percent (2%)
per annum.

          "Prior Closing Date" means June 6, 1997.

          "Projections" means the projected balance sheets and
statements  of  operations and changes in cash  flows  of  the
Borrower  (after giving effect to the Acquisition  -  ASS  and
Acquisition  - ASA) for the Fiscal Years 1997-2005  inclusive,
together with supporting details and a statement of underlying
assumptions, which have been delivered to the Lenders prior to
the Closing Date.

           "Purchase  Money  Indebtedness" means  Indebtedness
incurred  to  finance part or all of (but not more  than)  the
purchase price of equipment in which neither the Borrower  nor
any  of its Subsidiaries had an interest at any time prior  to
such purchase.

           "Purchasing Lender" means any Person purchasing all
or any part of the rights and obligations under this Agreement
and  the Notes of any Lender pursuant to a Transfer Supplement
in accordance with Section 9.11.

           "Quarterly Payment Date" means the last day of each
March, June, September and December or, if such day is  not  a
Business Day, the immediately preceding Business Day.

           "Reference Lenders" means, collectively, The  Chase
Manhattan  Bank,  N.A. (or any successor  thereto),  Citibank,
N.A. and Morgan Guaranty Trust Company of New York.

          "Register" means the register for the recordation of
the  names and addresses of the Lenders and the Revolving Loan
Commitment  of, and the principal amounts of the  Loans  owing
to,  each Lender from time to time, as provided in clause  (c)
of Section 9.11.

          "Regulatory Approval" means each and every approval,
consent, filing and registration by or with any federal, state
or  other regulatory authority (domestic or foreign) necessary
to  authorize or permit the execution, delivery or performance
of  this Agreement, the Notes or any other Loan Document,  for
the  granting of any security contemplated hereby or  thereby,
for  the validity or enforceability hereof or thereof, or  for
the  consummation of the transaction contemplated by the  Loan
Documents, including, without limitation, the Acquisition.

           "Regulatory Change" means, as to any or all of  the
Lenders  or  the  Agent, the adoption  of  or  any  change  in
(including,   without   limitation,   any   change   in    the
interpretation of) any:

           (a)   United States federal or state law or foreign
law applicable to the Agent or such Lender; or

             (b)    regulation,   interpretation,   directive,
guideline or request (whether or not having the force of  law)
applicable  to  the  Agent or such  Lender  of  any  court  or
Governmental  Authority  charged with  the  interpretation  or
administration of any law referred to in clause (a) or of  any
central  bank  or fiscal,  monetary or other authority  having
jurisdiction over the Agent or such Lender.

          "Required Lenders" means, as the context may require
at any time, Lenders having, in the aggregate, 66-2/3% or more
of  the  Revolving Loan Commitment, the Revolving  Loans,  the
Term  Loans,  the Letters of Credit and the Letter  of  Credit
Commitment.

           "Requirements of Law" means, as to any Person,  the
Organic  Documents of such Person, and all federal, state  and
local  laws,  rules,  regulations, orders,  decrees  or  other
determinations  of an arbitrator, court or other  Governmental
Authority,  including, without limitation, all disclosure  and
other requirements of ERISA, the requirements of Environmental
Laws  and Environmental Permits, the requirements of OSHA,  in
each case applicable to or binding upon such Person or any  of
its property or to which such Person or any of its property is
subject.

            "Reserve  Requirement"  means,  relative  to   any
Interest  Period for any Eurodollar Loans, from time  to  time
during such Interest Period, the reserve percentage (expressed
as   a   decimal)  equal  to  the  maximum  aggregate  reserve
requirements  (including  all basic, emergency,  supplemental,
marginal  and  other  reserves and  taking  into  account  any
transitional adjustments or other scheduled changes in reserve
requirements) specified under regulations issued from time  to
time  by  the  F.R.S. Board and then applicable to  assets  or
liabilities    consisting   of   or   including    "Eurodollar
Liabilities", as currently defined under Regulation D  of  the
F.R.S.  Board, having a term approximately equal or comparable
to such Interest Period.

           "Responsible  Officer" means  the  chief  executive
officer,  the chief  operating officer or the chief  financial
officer of any Person.

           "Revolving Loan" means, relative to any Lender, any
Loan  made by such Lender to the Borrower pursuant to  Section
2.1.2.

           "Revolving Loan Availability" means, on  any  date,
the  excess of (a) the Revolving Loan Commitment Amount  minus
(b)  the  then  aggregate principal amount of all  outstanding
Revolving Loans.

           "Revolving  Loan Commitment" means  the  collective
commitments of the Lenders to make Revolving Loans pursuant to
Section  2.1.2 if the conditions set forth in Section 4.1  and
4.2 are met.

          "Revolving Loan Commitment Amount" means $16,500,000
plus  the  unused  portion, if any, of the  Letter  of  Credit
Commitment.

           "Revolving Loan Commitment Termination Date"  means
the earliest of:

          (a)  the Stated Maturity Date for Revolving Loans;

          (b)  immediately and without further action upon the
occurrence of any Event of Default described in Section 7.1.4;

           (c)   immediately when any other Event  of  Default
shall have occurred and be continuing and either:

                (i)  the Revolving Loans shall be declared  to
     be due and payable pursuant to Section 7.3; or
     
                (ii)  in the absence of such declaration,  the
     Agent,  acting at the direction of the Required  Lenders,
     shall give notice to the Borrower that the Revolving Loan
     Commitment has been terminated; and
     
           (d)  immediately upon the occurrence of a Change in
Control.

           "Revolving  Note" means a promissory  note  of  the
Borrower  dated the date hereof and substantially in the  form
of  Exhibit  E-1, and shall also refer to all other promissory
notes  accepted from time to time in substitution therefor  or
renewal thereof.

           "Revolving Percentage" of any Lender means, at  any
time,  in  respect  of the Revolving Loan Commitment  and  the
Revolving  Loans,  the  percentage  set  forth  opposite  such
Lender's  signature hereto under the caption "Percentage,"  as
the same may be adjusted pursuant to Section 9.11.

           "Secretary" means, with respect to any Person,  the
secretary,  assistant  secretary, clerk,  assistant  clerk  or
comparable officer of such Person.

           "Security  Agreement" means the Security Agreement,
dated  as  of the Original Closing Date, made by the  Borrower
and  its  Subsidiaries in favor of the Agent, for its  benefit
and the ratable benefit of the Lenders as originally in effect
on  the  Original Closing Date and as thereafter from time  to
time amended, supplemented, amended and restated, extended  or
otherwise modified and in effect.

            "Security  Documents"  means,  collectively,   the
Security  Agreement,   the  Borrower  Pledge  Agreement,   the
Borrower  Trademark Assignment, the Subsidiary  Guaranty,  the
Subsidiary   Pledge   Agreement,  the   Subsidiary   Trademark
Assignment,   the  assignment  of  "key-man"  life   insurance
described  in  clause (g) of Section 4.1.8, the assignment  of
the  Interest Rate Contracts described in Section 6.1.13,  the
assignment of rights described in clause (f) of Section 4.1.8,
each other Instrument at any time delivered in connection with
this Agreement to secure the Obligations.

           "Sellers" means the "Stockholders" as such terms is
defined in the Acquisition Agreement.

           "Single  Employer  Plan" means any  Plan  which  is
covered by Title IV of ERISA, other than a Multiemployer Plan.

           "Solvent"  means, with respect to any Person  on  a
particular date, that on such date (i) the fair value  of  the
assets  of such Person (both at fair valuation and at  present
fair saleable value) is, on the date of determination, greater
than the total amount of liabilities of such Person (including
all  liabilities  and  obligations of such  Person,  fixed  or
contingent,  direct or indirect, disputed or  undisputed,  and
whether  or  not required to be reflected on a  balance  sheet
prepared in accordance with GAAP), (ii) such Person is able to
pay  all liabilities of such Person as they mature, and  (iii)
such  Person  does  not have unreasonably small  capital  with
which  to  carry  on its business.  The amount  attributed  to
contingent  liabilities  shall be discounted  to  reflect  the
likelihood that such liabilities shall become payable.

           "Stated Maturity Date" means, with respect  to  (i)
the  Revolving Loans, September 30, 2002, which may be subject
to a 21-month extension at the sole discretion of the Lenders;
(ii)  Term Loan A, June 30, 2002; (iii) Term Loan B, June  30,
2004;  (iv)  Term  Loan C, September 30,  2003,  and  (v)  the
Letters of Credit Commitment, September 30, 2002, which may be
subject to a 21-month extension at the sole discretion of  the
Lenders.

          "Stock" means all shares of capital stock of or in a
corporation,  whether  voting or  non-voting,  and  including,
without limitation, common stock and preferred stock.

           "Subsidiary"  of any corporation  means  any  other
corporation  greater  than 50% of the  outstanding  shares  of
Stock  of  which having ordinary voting power for the election
of   directors  is  owned  directly  or  indirectly  by   such
corporation,  and,  except   as  otherwise  indicated  herein,
references to Subsidiaries shall refer to Subsidiaries of  the
Borrower.   For purposes of this Agreement and the other  Loan
documents,  references to Subsidiaries of the  Borrower  shall
include, at all times, the Eligible Subsidiaries.

          "Subsidiary Guaranty" means the Subsidiary Guaranty,
dated  as  of the Original Closing Date, made by each  of  the
Borrower's Subsidiaries in favor of the Agent and the  Lenders
as  originally in effect on the Original Closing Date  and  as
thereafter  from  time to time amended, supplemented,  amended
and restated, extended or otherwise modified and in effect.

           "Subsidiary Note" means a promissory note made by a
Subsidiary   payable   to  the  Borrower   and   meeting   the
requirements of Section 6.2.7(e).

           "Subsidiary Pledge Agreement" means the  Stock  and
Notes Pledge Agreement, dated as of the Original Closing Date,
made  by  each  of HCSS and Whitney Partners (as successor  by
merger  to AFGL, Inc.) in favor of the Agent, for its  benefit
and  the  ratable  benefit of the Lenders,  as  originally  in
effect  on  the  Original Closing Date and as thereafter  from
time  to  time  amended, supplemented, amended  and  restated,
extended  or  otherwise modified and in  effect,  pursuant  to
which  each  Subsidiary shall pledge to the Agent all  of  the
Stock  of companies incorporated in the United States held  by
such Subsidiary, all of the Stock of companies incorporated in
countries  other  than  the United  States  (up  to  sixty-six
percent  (66%) of all of the issued and outstanding  Stock  of
any   such  company)  held  by  such  Subsidiaries,  and   all
promissory  notes,  other instruments and securities  held  by
such Subsidiary as security for the Obligations.

            "Subsidiary   Trademark  Assignment"   means   the
Collateral  Assignment  and Security  Agreement  (Trademarks),
dated   as  of  the  Original  Closing  Date,  made   by   the
Subsidiaries  in favor of the Agent, for its benefit  and  the
ratable benefit of the Lenders as originally in effect on  the
Original  Closing  Date and as thereafter from  time  to  time
amended,  supplemented,  amended  and  restated,  extended  or
otherwise modified and in effect.

            "Taxes"   means   all  taxes,   levies,   imposts,
deductions, charges or withholdings, and all liabilities  with
respect thereto, excluding, in the case of each Lender and the
Agent,  taxes  imposed on or measured by its  net  income  and
franchise taxes imposed on it.

           "Temporary Staffing Business" means the business of
the   placement   or   provision  of   temporary,   permanent,
"payrolled"  or  leased personnel.  For the purposes  of  this
definition,  "payrolled" employees means (i)  those  employees
who  are  hired  by an entity on behalf of a  client  and  are
considered  as full-time permanent employees of  such  client,
but  whose compensation is paid by such entity, or (ii)  those
employees  of  an  entity who are considered to  be  payrolled
employees  under industry practice or understanding prevailing
at the time.

           "Term  Loan  A"  means  the  Term  Loan  having  an
outstanding principal balance of $9,000,000 as of the  Closing
Date.

           "Term  Loan  B" means the Term Loan in the  maximum
principal amount of $8,000,000 as of the Closing Date.

           "Term  Loan  C" means the facility to be  used  for
funding acquisitions by the Borrower which are approved by the
Required  Lenders in the original maximum principal amount  of
$16,000,000.

          "Term Loans" means, collectively, Term Loan A in the
maximum  principal amount of $9,000,000, Term Loan  B  in  the
maximum principal amount of $8,000,000, and Term Loan C in the
maximum  principal  amount  of $16,000,000,  in  an  aggregate
principal amount equal to $33,000,000 made to the Borrower  or
such  lesser  principal amounts outstanding on  or  after  the
Closing Date by the Lenders pursuant to Section 2.1.1.

            "Term   Loan  Commitment"  means  the   collective
commitments  of the Lenders to extend the Term Loans  pursuant
to Section 2.1.1.

           "Term Notes" means, collectively, Term Note A, Term
Note B, and Term Note C.

           "Term  Note  A"  means  a promissory  note  of  the
Borrower  dated the date hereof and substantially in the  form
of  Exhibit  E-2, and shall also refer to all other promissory
notes  accepted from time to time in substitution therefor  or
renewal thereof.

           "Term  Note  B"  means  a promissory  note  of  the
Borrower  dated the date hereof and substantially in the  form
of  Exhibit  E-3, and shall also refer to all other promissory
notes  accepted from time to time in substitution therefor  or
renewal thereof.

           "Term  Note  C"  means  a promissory  note  of  the
Borrower  dated the date hereof and substantially in the  form
of  Exhibit  E-4, and shall also refer to all other promissory
notes  accepted from time to time in substitution therefor  or
renewal thereof.

           "Term Percentage" of any Lender means, at any time,
in respect of each of the Term Loans, the percentage set forth
opposite  such  Lender's signature hereto  under  the  caption
"Percentage," as the same may be adjusted pursuant to  Section
9.11.

           "Transfer  Supplement" means a Commitment  Transfer
Supplement,  substantially in the form of Exhibit F,  executed
pursuant to Section 9.11.

          "type" means, relative to any Borrowing or Loan, the
portion  thereof being maintained as a Base  Rate  Loan  or  a
Eurodollar Rate Loan.

           "UCC"  means  the Uniform Commercial  Code  of  any
applicable jurisdiction, as in effect from time to time.

          "United States" or "U.S." means the United States of
America, its 50 States and the District of Columbia.

           "Whitney  Asia  Limited" means  The  Whitney  Group
(Asia) Limited, a corporation organized under the laws of Hong
Kong  which is 100% owned by Whitney Partners.

           "Whitney Asia PTE" means Whitney Asia PTE  Ltd.,  a
corporation  organized under the laws of  Singapore  which  is
100% owned by the Borrower.

            "Whitney  Group"  means  Whitney  Group   (Europe)
Limited, a corporation organized under the laws of the  United
Kingdom which is 100% owned by Whitney Partners.

           "Whitney Partners" means Whitney Partners, Inc.,  a
Delaware corporation which is a wholly-owned Subsidiary of the
Borrower.

           "written" or "in writing" means any form of written
communication  or  a  communication  by  means  of  telephonic
facsimile device.

           SECTION  1.2         Use of Defined Terms.   Unless
otherwise defined or the context otherwise requires, terms for
which meanings are provided in this Agreement shall have  such
meanings  when used in the Disclosure Schedule and each  Note,
Borrowing        Request,       Compliance        Certificate,
Continuation/Conversion Notice, notice and other communication
delivered  from time to time in connection with this Agreement
or any other Loan Document.

            SECTION   1.3          Cross-References.    Unless
otherwise specified, references in this Agreement and in  each
other  Loan  Document to any Article or Section are references
to  such  Article or Section of this Agreement or  such  other
Loan  Document,  as  the  case may be,  and  unless  otherwise
specified,  references in any Article, Section, or  definition
to  any  clause are references to such clause of such Section,
Article or definition.

            SECTION   1.4          Accounting  and   Financial
Determinations.   Unless otherwise specified,  all  accounting
terms  used  herein  or in any other Loan  Document  shall  be
interpreted,  all  accounting determinations and  computations
hereunder  or  thereunder  shall be made,  and  all  financial
statements  required to be delivered hereunder  or  thereunder
shall be prepared in accordance with GAAP.

                          ARTICLE 2.

                          COMMITMENTS

           SECTION  2.1         Term Loans and Revolving  Loan
Commitment.   Subject  to  the terms and  conditions  of  this
Agreement,  each Lender severally and for itself alone  agrees
to  make  its  Term Percentage of the Term Loans described  in
Section 2.1.1 and to provide its Revolving Percentage  of  the
Revolving Loan Commitment described in Section 2.1.2.

          SECTION 2.1.1  Term Loans.

               (a)  On the Closing Date, each Lender will make
a  Term  Loan  A  advance to the Borrower equal  to  its  Term
Percentage of Term Loan A.

               (b)  On the Closing Date, each Lender will make
a  Term  Loan  B  advance to the Borrower equal  to  its  Term
Percentage of Term Loan B.

                (c)   On and prior to September 30, 1998, each
Lender  will  make available Term Loans to the Borrower,  upon
request  of  the  Borrower and satisfaction of all  conditions
precedent  contained herein, equal to its Term  Percentage  of
Term Loan C up to the maximum aggregate amount of $16,000,000,
of   which  $13,500,000  will  be  available  for  12   months
subsequent  to the Closing Date for future Temporary  Staffing
Business   acquisitions   which   are   Approved   Acquisition
Expenditures.   Of  the funds remaining  under  Term  Loan  C,
$1,100,000  associated with Acquisition - ASS  and  $1,400,000
associated with Acquisition - ASA, will be reserved and  shall
be available from July 30, 1998 to 37 months subsequent to the
Closing  Date solely to fund not more than the lesser  of  the
Earnout  or $1,100,000 with respect to Acquisition -  ASS  and
the Earnout - ASA or $1,400,000 with respect to Acquisition  -
ASA.

           SECTION 2.1.2. Revolving Loan Commitment.   Subject
to  the  limitations in Section 2.1.3, each Lender will,  from
time  to time on any Business Day occurring during the  period
commencing  on  the Closing Date and continuing  to  (but  not
including)  the  Revolving Loan Commitment  Termination  Date,
make  Revolving Loans to the Borrower equal to  its  Revolving
Percentage  of  the  aggregate  amount  of  any  Borrowing  of
Revolving Loans requested by the Borrower to be made  on  such
Business Day in accordance with Section 3.1.

           SECTION  2.1.3.  Limitations  on  Revolving  Credit
Commitment.  No Lender shall be required to make any Revolving
Loan, if after giving effect thereto:

          (a)  the then aggregate outstanding principal amount
of  all  Revolving  Loans plus the aggregate outstanding  face
amounts  of all Letters of Credit would exceed the  lesser  of
(i) $17,000,000 or (ii) the Borrowing Base; or

          (b)  the then aggregate outstanding principal amount
of  such Lender's Revolving Loans plus such Lender's Letter of
Credit Percentage of the aggregate outstanding face amounts of
all Letters of Credit would exceed its Revolving Percentage of
the lesser of (i) $17,000,000 or (ii) the Borrowing Base.

Subject  to  the terms hereof, the Borrower may from  time  to
time borrow, prepay and reborrow Revolving Loans, in all cases
pursuant to the Revolving Loan Commitment.
          SECTION 2.1.4. Letter of Credit Commitment.  Subject
to  the  terms and conditions of this Agreement, the  Borrower
may request, in accordance with the provisions of this Section
2.1.4 and Section 2.1.5 and the other terms of this Agreement,
that  on  and  after the date hereof but prior to  the  Stated
Maturity  Date for the Letter of Credit Commitment, the  Agent
issue  or,  as a joint applicant with Borrower or an  Eligible
Subsidiary, that another institution issue a Letter or Letters
of  Credit  for  the account of the Borrower  or  an  Eligible
Subsidiary; provided (i) that the application for such Letters
of  Credit  shall  be in the form substantially  identical  to
Exhibit G attached hereto, (ii) that no Letter of Credit shall
have an expiration date later than one year after the date  of
issuance thereof (provided that a Letter of Credit may provide
that it is extendible for consecutive one year periods); (iii)
that  no  Letter  of  Credit issued hereunder  shall  have  an
expiration date (or be extended so that it will expire)  later
than  the  Stated  Maturity  Date for  the  Letter  of  Credit
Commitment;  and (iv) that the Borrower shall not request  the
issuance  of any Letter of Credit, if, after giving effect  to
such  issuance,  either  (x)  the aggregate  outstanding  face
amounts  of all Letters of Credit would exceed $500,000.00  or
(y)  the aggregate outstanding face amounts of all Letters  of
Credit plus the aggregate outstanding principal amount of  the
Revolving Loans would exceed the lesser of (i) $17,000,000  or
(ii) the Borrowing Base.

      SECTION  2.1.5. Notice of Issuance of Letter of  Credit;
Agreement to Issue.

      (a)   Whenever  the Borrower desires the issuance  of  a
Letter of Credit, it shall, in addition to any application and
documentation  procedures  required  by  the  Agent  for   the
issuance  of or joint application for such Letter  of  Credit,
deliver  to the Agent a written notice no later than 11:00  AM
(local  time for the Agent) at least five (5) days in  advance
of  the proposed date of issuance and the Agent shall promptly
forward  a  copy of such notice to each of the Lenders.   Each
such  notice  shall specify (i) the proposed date of  issuance
(which  shall be a Business Day); (ii) the face amount of  the
Letter  of Credit; (iii) the expiration date of the Letter  of
Credit; and (iv) the name and address of the beneficiary  with
respect  to such Letter of Credit and shall attach  a  precise
description  of the documentation and a verbatim text  of  any
certificate to be presented by the beneficiary of such  Letter
of Credit which would require the issuer to make payment under
the  Letter  of  Credit, provided that the Agent  may  require
changes  in  any such documents and certificates in accordance
with  its  customary letter of credit practices, and  provided
further,  that  no  Letter  of Credit  shall  require  payment
against  a conforming draft to be made thereunder on the  same
Business Day that such draft is presented if such presentation
is  made  after  11:00  AM  (New York,  New  York  time).   In
determining  whether  to pay any draft  under  any  Letter  of
Credit, the Agent shall be responsible only to determine  that
the  documents and certificate required to be delivered  under
its Letter of Credit have been delivered, and that they comply
on  their face with the requirements of the Letter of  Credit.
Promptly after receiving the notice of issuance of a Letter of
Credit,  the  Agent shall notify each Lender of such  Lender's
respective  participation  therein, determined  in  accordance
with its respective Letter of Credit Percentage.

           (b)   The  Agent agrees, subject to the  terms  and
conditions  set  forth  in this Agreement,  to  issue  for  or
jointly  apply for the issuance on the account of the Borrower
or  an Eligible Subsidiary a Letter of Credit in a face amount
equal  to the face amount requested under paragraph (a) above,
following  its  receipt  of  a  notice  required  by   Section
2.1.5(a).    Immediately  upon  the  issuance  of   or   joint
application  for each Letter of Credit, each Lender  shall  be
deemed  to,  and hereby agrees to, have irrevocably  purchased
from  the  Agent a participation in such Letter of Credit  and
any  drawing thereunder in an amount equal to such  Letter  of
Credit Percentage multiplied by the face amount of such Letter
of  Credit.  Upon issuance and amendment or extension  of  any
Letter of Credit, the Agent shall provide a copy of each  such
Letter of Credit issued, amended or extended hereunder to each
of the Lenders.

      SECTION 2.1.6. Payment of Amounts drawn under Letters of
Credit.

          (a)  In the event of any request for a drawing under
any  Letter  of Credit by the beneficiary thereof,  the  Agent
shall  notify  the Borrower and the Lenders on or  before  the
date on which the Agent or other issuer shall make any payment
under  such Letter of Credit, and the Borrower shall reimburse
the  Agent on the day on which such drawing is honored  in  an
amount,  in  same  day  funds, equal to  the  amount  of  such
drawing.  If the Borrower does not reimburse the Agent on  the
day on which such drawing is honored in an amount, in same day
funds, equal to the amount of such drawing, such drawing shall
be  deemed  to  be  a  request by Borrower  for  a  Base  Rate
Revolving  Loan in the amount of such drawing  and  such  Base
Rate Revolving Loan may be used to repay the drawing under the
Letter of Credit.

          (b)  Notwithstanding any provision of this Agreement
to  the  contrary, to the extent that any Letter of Credit  or
portion  thereof  will  remain outstanding  after  the  Stated
Maturity  Date  for the Letter of Credit Commitment,  for  any
reason  whatsoever, the parties hereto hereby agree  that  the
beneficiary or beneficiaries thereof shall be deemed  to  have
made  a  drawing  of all available amounts  pursuant  to  such
Letters  of Credit on the Stated Maturity Date for the  Letter
of  Credit Commitment which amount shall be held by the  Agent
as  cash collateral for its remaining obligations pursuant  to
such Letters of Credit.

           (c)   As  between the Borrower and the  Agent,  the
Borrower  assumes  all risk of the acts and omissions  of,  or
misuse   of,   the   Letters  of  Credit  by  the   respective
beneficiaries  of  such Letters of Credit, other  than  losses
resulting from the gross negligence and willful misconduct  of
the  Agent.   In  furtherance and not  in  limitation  of  the
foregoing  but subject to the exception for the Agent's  gross
negligence  or willful misconduct set forth above,  the  Agent
shall   not   be  responsible  (i)  for  the  form,  validity,
sufficiency,  accuracy, genuineness or  legal  effect  of  any
document  submitted  by  any  party  in  connection  with  the
application  for and issuance of such Letters of Credit,  even
if  it  should  in  fact prove to be in any  or  all  respects
insufficient,  inaccurate, fraudulent or forged  or  otherwise
invalid;  (ii)  for  the  validity  or  sufficiency   of   any
instrument transferring or assigning or purporting to transfer
or  assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof in whole or in part  which  may
prove  to be invalid or ineffective for any reason; (iii)  for
failure  of  the beneficiary of any such Letter of  Credit  to
comply  fully  with the conditions required in order  to  draw
upon  such  Letter  of  Credit; (iv)  for  errors,  omissions,
interruptions  or delays in transmission or  delivery  of  any
messages,  by  mail,  cable,  telegraph,  telex,  telecopy  or
otherwise;  (v)  for  good faith errors in  interpretation  of
technical   terms;  (vi)  for  any  loss  or  delay   in   the
transmission or otherwise of any document required in order to
make a drawing under any such Letter of Credit or the proceeds
thereof;  (vii)  for the misapplication by the beneficiary  of
any  such  Letter  of Credit; and (viii) for any  consequences
arising from causes beyond the control of the Agent.

     SECTION 2.1.7. Payment by Lenders.  In the event that the
Borrower  shall  fail to reimburse the Agent  as  provided  in
Section 2.1.6, the Agent shall promptly notify each Lender  of
the  unreimbursed amount of such drawing and of such  Lender's
respective  participation therein.   Each  Lender  shall  make
available  to  the  Agent an amount equal  to  its  respective
participation, in Dollars and in immediately available  funds,
at  the office of the Agent specified in such notice not later
than  1:00 P.M. (New York, New York time) on the Business  Day
after the date notified by the Agent and such amount shall  be
deemed  to  be outstanding hereunder as a Base Rate  Revolving
Loan.   Each Lender shall be obligated to make such  Revolving
Loan  hereunder regardless of whether the conditions precedent
in  Article  4  are satisfied and regardless of  whether  such
Revolving   Loan   complies   with   the   minimum   borrowing
requirements  hereunder.  In the event that  any  such  Lender
fails  to  make  available to the Agent  the  amount  of  such
Lender's  participation in such drawing under  any  Letter  of
Credit, the Agent shall be entitled to recover such amount  on
demand from such Lender together with interest as provided for
in  Section 3.4.2.  The Agent shall distribute to each  Lender
which  has  paid all amounts payable under this  Section  with
respect  to  any  Letter  of Credit, such  Lender's  Revolving
Percentage  of  all payments received by the  Agent  from  the
Borrower  in  reimbursement of drawings honored by  the  Agent
under such Letter of Credit when such payments are received.

           SECTION  2.2.         Changes  in  Advance  Ratios;
Establishment of Reserves.

            SECTION   2.2.1   Advance  Ratios.   The  Borrower
acknowledges that the advance ratio against Eligible  Accounts
provided for in the definition of "Borrowing Base" in  Section
1.1 have been established based upon the Agent's determination
of  the loan value of the Borrower's Eligible Accounts  as  of
the  date  of this Agreement.  Upon the occurrence and  during
the  continuation of an Event of Default, based on the Agent's
customary  credit considerations, the Agent may  decrease  the
advance  ratios  against  Eligible  Accounts,  and  any   such
decrease  shall become effective immediately upon the  Agent's
giving notice thereof to the Borrower.

          SECTION 2.2.2  Establishment of Reserves.  The Agent
shall  have the right to establish, in such amounts, and  with
respect  to  such matters, as the Agent, based on the  Agent's
customary  credit  considerations,  shall  deem  necessary  or
appropriate, reserves with respect to (i) Charges  and  Liens;
(ii)  Environmental Liabilities and Costs, (iii)  sums  as  to
which  the  Agent  and  the  Lenders  are  permitted  to  make
Revolving  Loans on the Borrower's behalf under Section  3.3.3
of  this  Agreement;  and  (iv) such  other  matters,  events,
conditions  or contingencies as to which the Agent,  based  on
the   Agent's  customary  credit  considerations,   reasonably
determines  reserves should be established from time  to  time
hereunder.


          SECTION 2.3         Commitment Fee

           (a)   The Borrower agrees to pay to the Agent,  for
the account of each Lender, a nonrefundable fee for the period
from  the  Closing  Date to and including the  Revolving  Loan
Commitment Termination Date, equal to such Lender's  Revolving
Percentage of one-half of one percent (0.50%) per annum of (i)
the  difference  between  (A) the  Revolving  Loan  Commitment
Amount   and  (B)  the  average  daily  aggregate  outstanding
principal amount of all Revolving Loans and (ii) the  unfunded
portion of the Term Loan Commitment with respect to Term  Loan
C.   The  fee  described  in  this  Section  2.3(a)  shall  be
calculated  on  a  daily basis and shall  be  payable  by  the
Borrower in arrears on each Quarterly Payment Date and on  the
Revolving Loan Commitment Termination Date.

           (b)   The Borrower agrees to pay to the Agent,  for
the account of each Lender, a nonrefundable fee for the period
from  the  date  hereof to and including  the  Revolving  Loan
Commitment Termination Date, equal to such Lender's Letter  of
Credit  Percentage of two and three-quarters  percent  (2.75%)
per  annum  of the aggregate outstanding face amounts  of  all
Letters  of Credit.  The fee described in this Section  2.3(b)
shall  be calculated on a daily basis and shall be payable  by
the Borrower in arrears on each Quarterly Payment Date and  on
the Revolving Loan Commitment Termination Date.

            SECTION   2.4.         Increased  Costs;   Capital
Adequacy

          (a)  The Borrower shall pay to each Lender from time
to time on demand such amounts as such Lender may determine to
be  reasonably  necessary  to compensate  it  or  its  holding
company  for  any  costs  which  such  Lender  determines  are
attributable  to its making or maintaining Loans,  issuing  or
maintaining Letters of Credit (or participations therein),  or
maintaining  Commitments hereunder or its obligation  to  make
any  such Loans or issue or maintain any Letters of Credit (or
participations  therein) hereunder, or any  reduction  in  any
amount  receivable by such Lender hereunder in respect of  any
such  Loans,  Letters of Credit Commitments or obligation,  in
each  case  resulting from any Regulatory  Change  which:  (i)
changes  the basis of taxation of any amounts payable to  such
Lender  under this Agreement in respect of any of such  Loans,
Letters  of Credit (or participations therein)  or Commitments
(other  than taxes imposed on the overall net income  of  such
Lender  or of its Applicable Lending Office); or (ii)  imposes
or modifies any reserve, special deposit, deposit insurance or
assessment,   minimum  capital,  capital  ratio   or   similar
requirements  relating to any extensions of  credit  or  other
assets of, or any deposits with or other liabilities of,  such
Lender or any holding company of such bank (including, without
limitation, a request or requirement which affects the  manner
in  which  any  Lender or the holding company of  any  thereof
allocates  capital  resources to  commitments,  including  the
Commitments  and obligations of such Lender hereunder).   Each
Lender  will notify the Borrower of any event occurring  after
the  date of this Agreement which will entitle such Lender  to
compensation  pursuant  to  this clause  (a)  as  promptly  as
practicable after it obtains knowledge thereof and  determines
to request such compensation.

           (b)  Without  limiting the effect of the  foregoing
provisions of this Section 2.4 (but without duplication),  the
Borrower  shall  pay to each Lender from  time  to  time  upon
demand by such Lender such amounts as the Lender may determine
to  be reasonably necessary to compensate such Lender for  any
costs  which it determines are attributable to the maintenance
by  it  or  its  holding  company,  pursuant  to  any  law  or
regulation   of   any  jurisdiction  or  any   interpretation,
directive or request (whether or not having the force of  law)
of any court or governmental or monetary authority, whether in
effect on the date of this Agreement or thereafter, of capital
in  respect  of  its  Loans  or any  Letters  of  Credit,  its
obligation to make the Loans, or issue or participate  in  any
Letters  of  Credit  hereunder (such compensation to  include,
without limitation, an amount equal to any reduction in return
on assets or equity of such Lender or its holding company to a
level  below  that which it could have achieved but  for  such
law,  regulation, interpretation, directive or request).   The
Lender  will notify the Borrower with a copy to the Agent)  if
it  is entitled to compensation pursuant to this clause (b) as
promptly  as  practicable after it determines to request  such
compensation.

          (c)  Each notice delivered by any Lender pursuant to
this  Section 2.4 shall contain a statement of such Lender  as
to   any   such   additional  amount  or  amounts   (including
calculations thereof in reasonable detail) which shall, in the
absence  of  manifest  error, be conclusive   of  the  matters
stated   therein  and  be  binding  upon  the  Borrower.    In
determining  such  amount, any Lender may use  any  method  of
averaging  and  attribution that it in good faith  shall  deem
applicable.

           (d)  Without prejudice to the survival of any other
agreement  of the Borrower hereunder or under any  other  Loan
Document,  the  agreements  and obligations  of  the  Borrower
contained  in  this Section 2.4 shall survive the  payment  in
full   of   principal,  interest  and  other  amounts  payable
hereunder  and under the other Loan Documents for a period  of
one year after the date of the last payment.

          (e)  Notwithstanding anything in this Section 2.4 to
the contrary, to the extent that notice is given by any Lender
to  the Borrower of any amount owing to such Lender under this
Section  2.4  more than 180 days after the occurrence  of  the
event giving rise to such obligation, such Lender shall not be
entitled  to  compensation  under this  Section  2.4  for  any
amounts  incurred or accruing 180 days prior to the giving  of
such notice to the Borrower.

          (f)  Each Lender agrees that, upon the occurrence of
any  event giving rise to a claim for any amount owing to such
Lender  under this Section 2.4, it will, if requested  by  the
Borrower,  use  reasonable efforts (subject to overall  policy
considerations of such Lender) to designate another Applicable
Lending  Office,  provided that such designation  is  made  on
terms  that such Lender suffers no economic, legal, regulatory
or  other  disadvantage,  with  the  object  of  avoiding  the
consequence which gave rise to the claim for any amount  owing
under this Section 2.4.



                          ARTICLE 3.
                               
                        LOANS AND NOTES
                               
            SECTION   3.1.         Borrowing  Procedure.    By
delivering  a  Borrowing Request to the Agent at  the  Agent's
Atlanta Office on or before 11:00 a.m., New York City time, on
a  Business  Day, the  Borrower may (a) request, on  not  less
than one (1) Business Day's advance notice in the case of Base
Rate  Loans and not less than three (3) Business Days' advance
notice in the case of Eurodollar Loans, that Term Loan  A  and
Term Loan B be made on the Closing Date; and (b) from time  to
time request, on not less than one (1) nor more than three (3)
Business Days' notice, in the case of Base Rate Loans, and not
less  than  three  (3) nor more than five (5)  Business  Days'
notice  in  the case of Eurodollar Loans, that a Borrowing  of
Revolving  Loans or Term Loan C loans be made on the  Business
Day  specified  in such Borrowing Request.   The  Agent  shall
promptly  notify  the Lenders of each such Borrowing  Request.
Subject  to  Section 2.1.6(a), Borrowings of Base  Rate  Loans
shall  be in a minimum aggregate amount equal to $100,000  and
in  integral multiples of $25,000 or, if less, the  amount  of
the  Revolving  Loan Availability immediately  prior  to  such
Borrowing.   Borrowings of Eurodollar  Loans  shall  be  in  a
minimum aggregate amount of $250,000 and in integral multiples
of $50,000.  Each Revolving Loan or Term Loan C loans shall be
made  on  the Business Day specified in the Borrowing  Request
therefor (including the initial Revolving Loans to be made  on
the Closing Date), which Business Day shall be on or after the
Closing Date.  On such Business Day, each Lender shall, on  or
before  2:00 p.m., New York City time, deposit same day  funds
with  the Agent in an amount equal to such Lender's Percentage
of  the  requested Borrowing, such deposit to be made to  such
account as the Agent shall specify from time to time by notice
to  the Lenders.  The proceeds of all Borrowings shall be made
available to the Borrower on the Business Day specified in the
Borrowing  Request by wire transfer of such proceeds  to  such
transferees,  or  to  such accounts of the  Borrower,  as  the
Borrower  shall  have  specified  in  the  Borrowing   Request
therefor; provided, however, that in each case the Agent shall
be  required to make available to the Borrower the proceeds of
any  Borrowing only to the extent received by it in  same  day
funds  from the Lenders.  No Lender's obligation to  make  any
Loan  shall be affected by any other Lender's failure to  make
any Loan.

           SECTION 3.2.        Notes.  All Loans made by  each
Lender shall be evidenced:

           (a)   in the case of such Lender's portion  of  the
Term Loans, by a Term Note payable to the order of such Lender
in  a  principal amount equal to such Lender's Term Percentage
of the Term Loans; and

           (b)   in the case of such Lender's Revolving Loans,
by  a Revolving Note payable to the order of such Lender in  a
principal  amount equal to such Lender's Revolving  Percentage
of the Revolving Loan Commitment Amount.

The Borrower hereby irrevocably authorizes each Lender to make
(or cause to be made) appropriate notations on a grid schedule
attached to such Lender's Revolving Note (or on a continuation
of  any  such grid attached to any Revolving Note and  made  a
part thereof), which notations shall evidence, inter alia, the
date  and outstanding principal amount of the Revolving  Loans
evidenced thereby.  The notations on any such grid (and on any
such continuation) indicating the outstanding principal amount
of such Lender's Revolving Loans shall be presumptive evidence
of  the  principal amount thereof owing and  unpaid,  but  the
failure to record any such amount on any such grid (or on  any
such  continuation)  shall not limit or otherwise  affect  the
obligations  of the Borrower hereunder or under such  Note  to
make  payments of principal of or interest on such Loans  when
due.

           SECTION 3.3         Principal Payments.  Repayments
and  prepayments of principal of the Loans shall  be  made  in
accordance with this Section 3.3.

           SECTION  3.3.1   Repayments and  Prepayments.   The
Borrower will make payment in full of all unpaid principal  of
each Loan at its Stated Maturity Date (or such earlier date as
such  Loan may become or be declared due and payable  pursuant
to Article 7).  Prior thereto, the Borrower:

           (a)   may,  from time to time on any Business  Day,
make  a  voluntary prepayment, in whole or  in  part,  of  the
outstanding principal amount of any Loans; provided,  however,
that  (i)  as  to  partial prepayments of the Term  Loans  and
Revolving Loans, all such voluntary prepayments shall  require
at  least one (1) Business Day prior notice to the Agent, (ii)
as  to  the  Term  Loans  and the Revolving  Loans,  all  such
voluntary prepayments shall be in a minimum amount of  $50,000
(subject to the Borrower's right to prepay in full the  entire
unpaid  principal  amount of each Term Loan or  the  Revolving
Loans,  as  the case may be), (iii) as to the Term Loans,  all
such voluntary prepayments shall be applied to such Term Loans
as  the Borrower shall indicate in such notice, and (iv) as to
the  voluntary  prepayment in full of the Term Loans  and  the
termination of the Revolving Loan Commitment and the Letter of
Credit Commitment, such prepayment shall require at least five
(5) Business Days prior written notice to the Agent;

           (b)   shall,  on  any Business  Day  on  which  the
aggregate outstanding principal amount of all Revolving  Loans
plus the aggregate outstanding face amounts of all Letters  of
Credit  exceeds  the  lesser of (i) $17,000,000  or  (ii)  the
Borrowing Base, make a mandatory prepayment of the outstanding
principal amount of Revolving Loans in an amount equal to such
excess amount;

            (c)    shall,  on  each  Quarterly  Payment  Date,
commencing on September 30, 1997, make a scheduled payment  of
a portion of the outstanding principal amount of the Term Loan
A equal to the amount shown below opposite each such Quarterly
Payment Date:





Quarterly

Principal
Quarterly Payment Dates Occurring During the Period from:    Payment

Closing Date through (and including) June 30, 1998   362,500
July 1, 1998 through (and including) June 30, 1999   400,000
July 1, 1999 through (and including) June 30, 2000   437,500
July 1, 2000 through (and including) June 30, 2001   500,000
July 1, 2001 through (and including) June 30, 2002   550,000

            (d)    shall,  on  each  Quarterly  Payment  Date,
commencing September 30, 1998, make a scheduled payment  of  a
portion of the outstanding principal amount of the Term Loan B
equal  to  the amount shown below opposite each such Quarterly
Payment Date:


Quarterly

Principal
Quarterly  Payment  Dates Occurring During  the  Period  from:
Payment

Closing Date through (and including) June 30, 1998$     20,000
July 1, 1998 through (and including) June 30, 1999$     20,000
July 1, 1999 through (and including) June 30, 2000$     20,000
July 1, 2000 through (and including) June 30, 2001$     20,000
July 1, 2001 through (and including) June 30, 2002$     20,000
July 1, 2002 through (and including) June 30, 2003$   250,000
      July 1, 2003 through (and including) June 30, 2004$1,650
,000

            (e)    shall,  on  each  Quarterly  Payment  Date,
commencing  December 31, 1998, make a scheduled payment  of  a
portion of the outstanding principal amount of the Term Loan C
in the amount shown below opposite each such Quarterly Payment
Date:


Quarterly Principal
                                                Payment  as  a
Percentage
                                                       of  the
Total Term
                                                       Loan  C
outstanding
Quarterly  Payment  Dates Occurring During  the  Period  from:
on September 30, 1998

December  31, 1998 through (and including) September 30,  1999
2.0%
October  1,  1999 through (and including) September  30,  2000
3.4375%
October  1,  2000 through (and including) September  30,  2001
4.9375%
October  1,  2001 through (and including) September  30,  2002
5.9375%
October  1,  2002 through (and including) September  30,  2003
8.6875%

provided,  however, to the extent advances under Term  Loan  C
are made subsequent to September 30, 1998, such advances shall
be  repaid  pro  rata among the remaining payments  set  forth
above,  and, in any event, all amounts outstanding under  Term
Loan C shall be due and payable on the stated Maturity Date.

           (f)   shall, concurrently with the receipt  by  the
Borrower or any Subsidiary of any Net Disposition Proceeds  in
excess  of  $20,000 in the aggregate during any  Fiscal  Year,
make  a mandatory prepayment of the Loans, in each case in  an
aggregate  amount  equal  to  such Net  Disposition  Proceeds;
provided,  that should Borrower or any Subsidiary receive  any
Net  Disposition Proceeds from the disposition of the  Incepta
Shares  and  no  Default  or an Event of  Default  shall  have
occurred  and  be continuing, (i) the mandatory prepayment  of
the Loans Borrower shall be required to make under this clause
(f) of Section 3.3.1 shall be limited to one-third of such Net
Disposition Proceeds; (ii) an additional one-third of such Net
Disposition  Proceeds shall be used to repay  any  outstanding
Revolving  Loans,  if  any; and (iii) one-third  of  such  Net
Disposition Proceeds shall be available to the Borrower or any
Subsidiary  to pay Approved Acquisition Expenditures  incurred
within  one hundred eighty (180) days of such disposition,  if
Approved Acquisition Expenditures are not incurred within such
period,  the  amounts subject to this clause  (iii)  shall  be
divided  equally and applied as set forth in clauses  (i)  and
(ii)  above;  provided,  further,  that  this  clause  (f)  of
Section  3.3.1 shall not in any event be deemed a  consent  to
any  disposition  by the Borrower or any Subsidiary  which  is
otherwise prohibited by the terms of this Agreement or of  any
of the other Loan Documents;

           (g)   shall, concurrently with the receipt  by  the
Borrower  or any Subsidiary of any Net Securities Proceeds  in
excess of $2,000,000  in the aggregate during the term of this
Agreement,  make a mandatory prepayment of the  Loans  if  the
Leverage Ratio as of the last Fiscal Quarter exceeds 3.00:1.00
in an aggregate amount sufficient to reduce the Leverage Ratio
to  3.00:1.00; provided that this clause (e) of Section  3.3.1
shall not in any event be deemed a consent to any issuance  of
Stock or the incurrence of Indebtedness by the Borrower or any
Subsidiary which is otherwise prohibited by the terms of  this
Agreement or of any of the other Loan Documents;

            (h)   shall,  concurrently  with  receipt  by  the
Borrower or any Subsidiary of any Net Indebtedness Proceeds in
excess  of  $50,000 in the aggregate during any  Fiscal  Year,
make  a  mandatory prepayment of the Loans,  in  an  aggregate
amount equal to such Net Indebtedness Proceeds; provided  that
this  clause  (f) of Section 3.3.1 shall not in any  event  be
deemed  a  consent  to  any issuance of  Indebtedness  by  the
Borrower  or  any Subsidiary which is otherwise prohibited  by
the  terms  of  this  Agreement  or  any  of  the  other  Loan
Documents;

           (i)   shall, concurrently with the delivery of  the
financial information required under clause (a)(i) of  Section
6.1.1 (but in no event later than the date such information is
required  to be delivered), make a mandatory prepayment  of  a
portion of the outstanding principal amount of the Loans in an
amount  equal to 70% of Excess Cash Flow for the  Fiscal  Year
with respect to which such financial information was delivered
or is required to be delivered;

           (j)   shall, within 180 days after receipt  by  the
Borrower  or  any Subsidiary or the Agent of any  condemnation
awards  with respect to any Loss, make a mandatory  prepayment
of  the  Loans in an amount by which such condemnation  awards
exceed  the  actual cost incurred to replace  or  restore  the
property or asset which was the subject of such Loss as nearly
as practicable to conditions prior to such Loss;

           (k)   shall, within 180 days after receipt  by  the
Borrower  or  any  Subsidiary or the Agent  of  any  insurance
proceeds  with respect to any Loss resulting from a  casualty,
make a mandatory prepayment of the Loans in an amount by which
such insurance proceeds exceed the actual cost incurred by the
Borrower  or such Subsidiary to repair or replace the property
or  asset  which  was the subject of the Loss or  deemed  Loss
giving rise to such insurance proceeds;

           (l)   shall, within 180 days after receipt  by  the
Borrower  or  any  Subsidiary or the Agent  of  any  insurance
proceeds  with respect to any Loss resulting from a liability,
make a mandatory prepayment of the Loans in an amount by which
such insurance proceeds exceed the amount of the liability  to
be  satisfied with such proceeds (to the extent such liability
is so satisfied);

           (m)   shall, concurrently with the receipt  by  the
Borrower  of  any  proceeds  of the  life  insurance  policies
described  in  clause (b) of Section 6.1.5, make  a  mandatory
prepayment  of the Loans in an amount equal to the  amount  of
such insurance proceeds;

           (n)   shall, concurrently with the receipt  by  the
Borrower  of any amount payable by the Sellers to the Borrower
pursuant to or as a result of the breach by the Sellers of the
Acquisition  Agreement,  make a  mandatory  prepayment  in  an
aggregate amount equal to the amount so received;

           (o)   shall prepay the entire outstanding principal
amount  of the Loans together with accrued and unpaid interest
and  all  of  the outstanding Obligations hereunder  upon  the
occurrence of a Change in Control; and

           (p)   shall, concurrently with the delivery of  the
Borrowing  Base  Certificate  required  under  clause  (i)  of
Section 6.1.1, make a mandatory prepayment of Revolving  Loans
in  the amount, if any, by which the aggregate Revolving Loans
outstanding  and  Letters  of Credit  outstanding  exceed  the
Borrowing Base shown thereon.

           SECTION  3.3.2.  Application.  Each  prepayment  or
repayment of principal required under clauses (f) through  (o)
of  Section 3.3.1 shall be applied (i) if made on or prior  to
September   30,  1998,  first,  pro  rata  to  the   scheduled
installments  due on Term Loan A under clause (c)  of  Section
3.3.1  and  to the scheduled installments due on Term  Loan  B
under  clause (d) of Section 3.3.1, each in inverse  order  of
maturity  until  Term Loan A and Term Loan B have  been  fully
repaid;  then  to scheduled installments due on  Term  Loan  C
under clause (e) of Section 3.3.1 in inverse order of maturity
and  to any Revolving Loans, in each case on a pro rata  basis
until  fully  repaid,  and  (ii) if made  thereafter,  to  the
scheduled  installments due on the Term  Loans  under  clauses
(c),  (d),  and  (e)  of Section 3.3.1  in  inverse  order  of
maturity,  in each case on a pro rata basis until repaid,  and
then to any Revolving Loans.

          SECTION 3.3.3. Revolving Loans on Borrower's Behalf.
The  Lenders are authorized to, and at their option may,  make
Revolving Loans on behalf of the Borrower for payment  of  all
fees, expenses, charges, costs, principal and interest owed by
the  Borrower to the Lenders or the Agent under this Agreement
and  the other Loan Documents.  Such Revolving Loans shall  be
made when and as the Borrower fails promptly to pay same,  and
all  such  Revolving Loans shall constitute   Revolving  Loans
made  to  the  Borrower and shall be secured  by  all  of  the
Collateral.

            SECTION   3.3.4.  Reduction  of   Revolving   Loan
Commitment.    The   Revolving  Loan   Commitment   shall   be
permanently reduced by the amount of any prepayments  required
to be applied to any Revolving Loans pursuant to Section 3.3.2
(such  reduction to occur regardless of whether any  Revolving
Loans are outstanding).

           SECTION  3.4          Interest.   Interest  on  the
outstanding   principal  amount  of  the   Loans   and   other
outstanding  Obligations  shall  accrue  and  be  payable   in
accordance with this Section 3.4.

          SECTION   Term Loan Rate.  Subject to Section 3.4.4,
the Term Loans or any portion thereof shall accrue interest at
the  following  rates  per  annum,  at  the  election  of  the
Borrower,  pursuant  to an appropriately  delivered  Borrowing
Request or Continuation/Conversion Notice:

          (a)  during such periods as Term Loan A or Term Loan
     C  or  any portion thereof are Base Rate Loans,  the  ING
     Alternate Base Rate (as in effect from time to time) plus
     1.75%;
     
          (b)  during such periods as Term Loan A or Term Loan
     C  or  any portion thereof are Eurodollar Loans, for each
     Interest Period relating thereto, the Eurodollar Rate for
     such Interest Period plus 3.25%;

           (c)   during  such periods as Term Loan  B  or  any
     portion  thereof is a Base Rate Loan, the  ING  Alternate
     Base Rate (as in effect from time to time) plus 2.00%;

           (d)   during  such periods as Term Loan  B  or  any
     portion  thereof is a Eurodollar Loan, for each  Interest
     Period  relating thereto, the Eurodollar  Rate  for  such
     Interest Period plus 3.50%.
     
           SECTION  3.4.2.  Revolving Loan Rate.   Subject  to
Section  3.4.4,  Borrowings of Revolving  Loans  shall  accrue
interest at the following rates per annum, at the election  of
the  Borrower pursuant to an appropriately delivered Borrowing
Request or Continuation/Conversion Notice:
           (a)  during such periods as such Borrowing consists
     of  Base Rate Loans, the ING Alternate Base Rate  (as  in
     effect from time to time) plus 1.25%, and
     
           (b)  during such periods as such Borrowing consists
     of  Eurodollar  Loans, for each Interest Period  relating
     thereto,  the  Eurodollar Rate for such  Interest  Period
     plus 2.75%.
     
            SECTION   3.4.3.   Continuation   and   Conversion
Elections. By delivering a Continuation/Conversion  Notice  to
the  Agent on or before 11:00 a.m., New York City time,  on  a
Business  Day, the Borrower may from time to time  irrevocably
elect,  on  not  less than three (3) nor more  than  five  (5)
Business Days' notice, that all or any portion in an aggregate
minimum amount of $250,000 and an integral multiple of $50,000
in  excess thereof of Revolving Loans or the Term Loans be, in
the case of Base Rate Loans, converted to Eurodollar Loans  or
continued as Eurodollar Loans; provided, however, that:

           (a)  each such continuation or conversion shall  be
pro rata among the applicable outstanding Term Percentages  of
the Term Loans or Revolving Percentages of Revolving Loans, as
the case may be, of all Lenders; and

           (b)  no portion of the outstanding principal amount
of  any  Loan  may  be  continued as,  or  converted  into,  a
Eurodollar  Loan  when  any  Default  has  occurred   and   is
continuing.

The  Agent shall give prompt telephonic notice to each  Lender
of the interest rate determined pursuant to this Section 3.4.3
with   respect   to  such  Loans.   Absent   delivery   of   a
Continuation/Conversion Notice with respect to any  Eurodollar
Loan  at least three (3) Business Days before the last day  of
the  then  current Interest Period with respect thereto,  such
Eurodollar Loan shall, on such last day, automatically convert
to a Base Rate Loan.

           SECTION 3.4.4. Post-Default Rates.  From and  after
the   occurrence  of  an  Event  of  Default  and  during  the
continuance thereof, the Borrower shall pay interest (after as
well  as before judgment) on the outstanding principal  amount
of  all Loans and other Obligations at a rate per annum  equal
to   the  Post-Default  Rate  applicable  to  such  Loans  and
Obligations.

           SECTION 3.4.5. Payment Dates.  Accrued interest  on
any Loans shall be payable, without duplication:

           (a)  on the Stated Maturity Date applicable to such
Loans;

          (b)  with respect to any portion of any Loan prepaid
or  repaid  pursuant  to  Section  3.3.1,  on  the  date  such
prepayment  or  repayment is due as provided in Section  3.3.1
and,  in  the case of a voluntary prepayment, on the date  set
forth in any notice required for such prepayment;

           (c)   with  respect  to Base Rate  Loans,  on  each
Quarterly  Payment Date, commencing with the  first  such  day
following the Closing Date;

           (d)   with respect to Eurodollar Loans, on the last
day  of  each applicable Interest Period (and if such Interest
Period  shall  exceed three months, also  on  the  numerically
corresponding  day  of  the  third calendar  month  after  the
commencement of such Interest Period);

           (e)   with respect to any Base Rate Loans converted
into  Eurodollar  Loans  on a day which  is  not  a  Quarterly
Payment Date, on the date of such conversion; and

           (f)   on  the  date of acceleration of  such  Loans
pursuant to Section 7.2 or 7.3.

Interest accruing at the Post-Default Rate and, to the  extent
permitted  by  applicable  law, interest  on  overdue  amounts
(including overdue interest), shall be payable upon demand.

             SECTION   3.4.6.   Rate   Determinations.     All
determinations by the Agent of the rate of interest applicable
to  any  Loan  shall be conclusive in the absence of  manifest
error.

            SECTION  3.4.7.  Limitation  on  Types  of  Loans.
Anything  herein  to the contrary notwithstanding,  if  on  or
prior  to  the  determination of any Eurodollar Rate  for  any
Interest Period:

           (a)   the  Agent  determines in good  faith,  which
determination shall be conclusive, that quotations of interest
rates  for the relevant deposits referred to in the definition
of  "Eurodollar Rate" are not being provided in  the  relevant
amounts  or  for  the  relevant  maturities  for  purposes  of
determining rates of interest for Eurodollar Loans as provided
herein; or

           (b)   the Required Lenders determine in good faith,
which  determination shall be conclusive, and notify the Agent
that  the  relevant  rates  of interest  referred  to  in  the
definition  of "Eurodollar Rate" upon the basis of  which  the
rate of interest for Eurodollar Loans for such Interest Period
is  to  be  determined are not likely to cover adequately  the
cost to such Lenders of making or maintaining Eurodollar Loans
for such Interest Period;

then  the Agent shall give the Borrower and each Lender prompt
notice  thereof,  and  so long as such  condition  remains  in
effect,  the  Lenders  shall be under no  obligation  to  make
additional Eurodollar Loans, to continue Eurodollar  Loans  or
to  convert  Base Rate Loans into Eurodollar  Loans,  and  the
Borrower  shall,  on  the  last day(s)  of  the  then  current
Interest  Period(s)  for  the  outstanding  Eurodollar  Loans,
either prepay such Loans or such Loans shall be converted into
Base Rate Loans in accordance with Section 3.4.9 hereof.


          SECTION 3.4.8. Illegality

           (a)   Notwithstanding any other provision  of  this
Agreement,  in  the  event that it becomes  unlawful  for  any
Lender   or  its  Applicable  Lending  Office  to  honor   its
obligation  to  make or maintain Eurodollar  Loans  hereunder,
then  such  Lender shall promptly notify the Borrower  thereof
(with  a  copy  to the Agent) and such Lender's obligation  to
make  or  continue,  or  to  convert  Base  Rate  Loans  into,
Eurodollar  Loans shall be suspended until such time  as  such
Lender may again make and maintain Eurodollar Loans (in  which
case   the  provisions  of  Section  3.4.9  hereof  shall   be
applicable).

           (b)   Notwithstanding any other provision contained
in  this Agreement, the Agent shall not be obligated to  issue
or  jointly  apply  for any Letter of Credit,  nor  shall  any
Lender  be  obligated  to purchase its  participation  in  any
Letter  of  Credit  hereunder, if the  issuance  of  or  joint
application  for  such Letter of Credit or  purchase  of  such
participation  shall  have become unlawful  or  prohibited  by
compliance by Agent or such Lender in good faith with any law,
governmental  rule,  guideline,  request,  order,  injunction,
judgment  or decree (whether or not having the force of  law);
provided  that in the case of the obligation of  a  Lender  to
purchase  such participation, such Lender shall have  notified
the  Agent  to  such effect at least three (3) Business  Days'
prior to the issuance thereof by the Agent, which notice shall
relieve  the Agent of its obligation to issue such  Letter  of
Credit pursuant to Sections 2.1.4 and 2.1.5 hereof.

           SECTION 3.4.9. Treatment of Affected Loans.  If the
obligation of any Lender to make Eurodollar Loans or continue,
or  to convert Base Rate Loans into, Eurodollar Loans shall be
suspended  pursuant  to Sections 3.4.7 or 3.4.8  hereof,  such
Lender's  Eurodollar  Loans shall be  automatically  converted
into  Base  Rate Loans on the last day(s) of the then  current
Interest Period(s) for Eurodollar Loans (or, in the case of  a
conversion required by Sections 3.4.7 or 3.4.8 hereof, on such
earlier date as such Lender may specify to the Borrower with a
copy  to  the  Agent) and, unless and until such Lender  gives
notice  as provided below that the circumstances specified  in
Sections  3.4.7  or  3.4.8  hereof which  gave  rise  to  such
conversion no longer exist:

           (a)   to  the extent that such Lender's  Eurodollar
Loans have been so converted, all payments and prepayments  of
principal  which would otherwise be applied to  such  Lender's
Eurodollar  Loans shall be applied instead to  its  Base  Rate
Loans; and

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

Promptly  after the circumstances specified in Sections  3.4.7
or  3.4.8  which gave rise to the conversion of such  Lender's
Eurodollar  Loans  pursuant to this Section  3.4.9  no  longer
exist,  such  Lender  shall give the Agent  and  the  Borrower
notice  thereof,  and  the  Borrower  may  thereafter  request
conversion of such Loans to Eurodollar Loans, subject  to  the
subsequent application of Section 3.4.7 or 3.4.8.

           SECTION  3.4.10.      Compensation.   The  Borrower
shall  pay  to the Agent for the account of each Lender,  upon
the  request of such Lender through the Agent, such amount  or
amounts  as shall be sufficient (in the reasonable opinion  of
such  Lender) to compensate it for any loss, cost  or  expense
which such Lender determines is attributable to:

           (a)   any  payment, prepayment or conversion  of  a
Eurodollar Loan made by such Lender for any reason (including,
without limitation, the acceleration of the Loans pursuant  to
Article  7  hereof) on a date other than the last day  of  the
Interest Period for such Loan; or

           (b)   any  failure by the Borrower for  any  reason
(including,  without limitation, the failure  of  any  of  the
conditions  precedent  specified in Article  4  hereof  to  be
satisfied) to borrow a Eurodollar Loan from such Lender on the
date  for  such  borrowing specified in the Borrowing  Request
given pursuant to Section 3.1 hereof.

          SECTION 3.5.        Taxes

           (a)  Any and all payments by the Borrower hereunder
or  under the Notes or any other Loan Document shall be  made,
in  accordance with this Section 3.5, free and  clear  of  and
without deduction for any and all present or future Taxes.  If
the Borrower shall be required by law to deduct any Taxes from
or  in respect of any sum payable hereunder or under any  Note
to  any  Lender  or  the Agent, (i) the sum payable  shall  be
increased  as  may  be  necessary so  that  after  making  all
required   deductions  (including  deductions  applicable   to
additional  sums payable under this Section 3.5), 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.

           (b)   In  addition, the Borrower agrees to pay  any
present  or  future stamp or documentary taxes or  intangibles
taxes  or any other excise or property taxes, transfer  taxes,
charges  or  similar levies which arise from any payment  made
hereunder  or under the Notes or from the execution,  delivery
or   registration  of,  or  otherwise  with  respect  to  this
Agreement, the Notes, or any other Loan Document.

          (c)  The Borrower will indemnify each Lender and the
Agent  for  the full amount of the taxes, charges  and  levies
described  in  clauses  (a)  and  (b)  of  this  Section   3.5
(including,  without limitation, any such taxes,  charges  and
levies  imposed by any jurisdiction on amounts  payable  under
this  Section  3.5) paid by such Lender or the Agent  (as  the
case  may be) and any liability (including penalties, interest
and  expenses)  arising  therefrom or  with  respect  thereto,
whether  or not such taxes, charges and levies were  correctly
or  legally asserted.  Payment under this  clause (c) shall be
made within 30 days from the date such Lender or the Agent (as
the case may be) makes written demand therefor.

          (d)  Within 30 days after the date of any payment of
Taxes,  the Borrower will furnish to the Agent, at its address
referred  to in Section 9.2, the original or a certified  copy
of  any  receipt  received by the Borrower evidencing  payment
thereof.

          (e)  On or prior to the Closing Date and on or prior
to  the  first Business Day of each calendar year  thereafter,
each  Foreign Lender shall provide the Agent and the  Borrower
with  two  properly executed original Forms 4224 and 1001  (or
any successor form) prescribed by the Internal Revenue Service
or other documents satisfactory to the Borrower and the Agent,
and properly executed Internal Revenue Service Forms W-8 or W-
9,  as  the  case  may be, certifying (i) as to  such  Foreign
Lenders's  status for purposes of determining  exemption  from
United  States withholding taxes with respect to all  payments
to  be  made  to such Foreign Lender hereunder and  under  the
Notes  or  (ii) that all payments to be made to  such  Foreign
Lender hereunder and under the Notes are subject to such taxes
at  a  rate reduced to zero by an applicable tax treaty.  Each
Foreign  Lender agrees to provide the Agent and  the  Borrower
with new forms prescribed by the Internal Revenue Service upon
the  expiration  or  obsolescence of any previously  delivered
form,  or after the occurrence of any event requiring a change
in  the most recent forms delivered by it to the Agent and the
Borrower.

           (f)   In  the  event that the Agent or  any  Lender
receives a refund or credit that, in the sole determination of
the Agent or such Lender, is attributable to any taxes paid on
its  behalf  by the Borrower in accordance with  this  Section
3.5, the Agent or such Lenders, as the case may be, shall  pay
an amount equal to such refund or credit to the Borrower.

           (g)  Without prejudice to the survival of any other
agreement  hereunder, the agreements and obligations contained
in  this  Section  3.5 shall survive the payment  in  full  of
principal and interest hereunder and under the Notes.

            SECTION   3.6.          Payments,  Interest   Rate
Computations,  Other Computations, etc.  All payments  by  the
Borrower  pursuant to this Agreement, the Notes or  any  other
Loan Document, (a) in respect of principal or interest on  the
Term Notes, shall be made by the Borrower to the Agent for the
account of the Lenders, pro rata according to their respective
unpaid  principal  amounts of the  Term  Notes,  and,  (b)  in
respect of principal or interest on the Revolving Notes, shall
be  made by the Borrower to the Agent for the account  of  the
Lenders,  pro  rata  according  to  their  respective   unpaid
principal amounts of the Revolving Notes.  The payment of  the
commitment fee referred to in Section 2.3 (a) shall be made by
the  Borrower  to  the Agent for the account  of  the  Lenders
entitled  thereto  pro  rata according  to   their  respective
Revolving  Percentages.  The payment of the Letter  of  Credit
Fee  referred  to  in  Section 2.3(b) shall  be  made  by  the
Borrower  to the Agent for the account of the Lenders entitled
thereto  pro  rata  according to their  respective  Letter  of
Credit.  All other amounts payable to the Agent or any  Lender
under  this Agreement or any other Loan Document (except under
Section 2.3) shall be paid to the Agent for the account of the
Person  entitled thereto.  All such payments  required  to  be
made to the Agent shall be made, without setoff, deduction  or
counterclaim, not later than 2:00 p.m., New York City time, on
the  date due, in immediately available funds, to such account
as  the Agent shall specify from time to time by notice to the
Borrower.   Funds received after that time shall be deemed  to
have been received by the Agent on the next following Business
Day.   The  Agent shall promptly remit in the  type  of  funds
received  to each Lender notified to the Agent its  share,  if
any, of such payments received by the Agent for the account of
such  Lender  or  holder.   All interest  and  fees  shall  be
computed  on the basis of the actual number of days (including
the first day but excluding the last day) occurring during the
period  for which such interest or fee is payable over a  year
comprised  of  360  days (365 days in  the  case  of  interest
computed  on  the  basis  of  the ING  Alternate  Base  Rate).
Whenever  any payment to be made shall otherwise be due  on  a
day which is not a Business Day, such payment shall be made on
the immediately preceding Business Day

           SECTION 3.7.        Proration of Payments.  If  any
Lender  shall  obtain any payment or other  recovery  (whether
voluntary, involuntary, by application of setoff or otherwise)
on  account of principal of or interest on any Loan  or  other
Obligations  in excess of such Lender's or holder's  pro  rata
share  of payments then or therewith obtained thereon  by  all
Lenders, such Lender which has received in excess of  its  pro
rata   share  shall  purchase  from  the  other  Lenders  such
participations in such Notes or other Obligations held by them
as  shall  be necessary to cause such purchaser to  share  the
excess  payment or other recovery ratably with each  of  them;
provided,  however, that if all or any portion of  the  excess
payment  or other recovery is thereafter recovered  from  such
purchasing  holder, the purchase shall be  rescinded  and  the
purchase  price restored to the extent of such  recovery,  but
without  interest.   The Borrower agrees that  any  Lender  so
purchasing  a  participation from another Lender  pursuant  to
this  Section 3.7 may, to the fullest extent permitted by law,
exercise  all  its  rights of payment (including  pursuant  to
Section 3.8) with respect to such participation as fully as if
such  Lender were the direct creditor of the Borrower  in  the
amount   of  such  participation.   If  under  any  applicable
bankruptcy,  insolvency  or  other  similar  law,  any  Lender
receives  a  secured claim in lieu of a setoff to  which  this
Section  3.7  applies,  such  Lender  shall,  to  the   extent
practicable,  exercise its rights in respect of  such  secured
claim  in  a manner consistent with the rights of the  Lenders
under  this  Section  3.7  to share in  the  benefits  of  any
recovery on such secured claim.

          SECTION 3.8.        Setoff.  In addition to, and not
in  limitation  of, any rights of any Lender under  applicable
law,  each  Lender shall, upon the occurrence and  during  the
continuance  of  any  Event  of Default,  have  the  right  to
appropriate and apply to  the payment of the Obligations owing
to  it  (whether or not then due), and (as security  for  such
Obligations)  the  Borrower hereby grants to  each  Lender,  a
continuing  security  interest  in,  any  and  all   balances,
credits, deposits, accounts or moneys of the Borrower then  or
thereafter  maintained  with such Lender;  provided,  however,
that  any such appropriation and application shall be  subject
to the provisions of Section 3.7.




          SECTION 3.9.        Use of Proceeds.

          (a)  The Borrower shall use the proceeds of the Term
Loans  and  the Revolving Loans (i) to pay costs and  expenses
arising  in  connection  with  the  transactions  contemplated
hereby which are set forth in Item 1 ("Transaction Costs")  of
the  Disclosure Schedule (subject to the Agent's  approval  of
such   costs   and  expenses),  (ii)  to  refinance   existing
Indebtedness  to  the Lenders, (iii) to pay  the  Earnout  and
Earnout  -  ASA or for Approved Acquisition Expenditures,  and
(iv)  to  make  Acquisitions of Temporary Staffing  Businesses
approved in writing by the Lenders in their sole discretion.

           (b)   The  Borrower shall use the proceeds  of  the
Revolving  Loans made after the Closing Date for the  on-going
working capital needs of the Borrower and its Subsidiaries.

           (c)  No part of the proceeds of any Loans shall  be
used  for any purpose which violates Regulations G, T, U or  X
of the F.R.S. Board.

      SECTION  3.10.   Letter of Credit Obligations  Absolute.
The  obligation  of the Borrower to reimburse  the  Agent  for
drawings  made under Letters of Credit issued for the  account
of  the  Borrower or any Eligible Subsidiary, whether  or  not
issued  for  the joint account of the Agent, and the  Lenders'
obligation  to  honor their participations  purchased  therein
shall  be  unconditional and irrevocable  and  shall  be  paid
strictly in accordance with the terms of this Agreement  under
all circumstances, including without limitation, the following
circumstances:

           (a)  Any lack of validity or enforceability of  any
Letter of Credit;

          (b)  The existence of any claim, set-off, defense or
other  right which the Borrower or any Subsidiary or Affiliate
of  the Borrower may have at any time against a beneficiary or
any  transferee  of any Letter of Credit (or  any  Persons  or
entities  for whom any such beneficiary or transferee  may  be
acting), any Lender or any other Person, whether in connection
with  this Agreement, the transactions contemplated herein  or
any  unrelated  transaction (including without limitation  any
underlying  transaction between the Borrower  or  any  of  its
Subsidiaries and Affiliates and the beneficiary for which such
Letter of Credit was procured); provided that nothing in  this
Section shall affect the right of the Borrower to seek  relief
against  any  beneficiary, transferee,  Lender  or  any  other
Person  in any action or proceeding or to bring a counterclaim
in any suit involving such Persons;

           (c)   Any  draft, demand, certificate or any  other
document  presented under any Letter of Credit proving  to  be
forged,  fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect;

          (d)  Payment by the Agent under any Letter of Credit
against  presentation  of a demand, draft  or  certificate  or
other  document which does not comply with the terms  of  such
Letter of Credit;
           (e)  Any other circumstance or happening whatsoever
which is similar to any of the foregoing; or

           (f)  The fact that a Default or an Event of Default
shall have occurred and be continuing.

Nothing  in this Section 3.10 shall prevent an action  against
the  Agent  for its gross negligence or willful misconduct  in
honoring drafts under the Letters of Credit.

                          ARTICLE 4.
                               
                      CONDITIONS TO LOANS

           SECTION  4.1.        Initial Loans and  Letters  of
Credit.  The obligations of the Lenders to fund the Term Loans
and the Revolving Loans and issue or jointly apply for Letters
of Credit on or after the Closing Date shall be subject to the
prior  or  concurrent satisfaction of each of  the  conditions
precedent set forth in this Section 4.1.

           SECTION  4.1.1. Resolutions, etc.  The Agent  shall
have received:

           (a)  a certificate, dated the Closing Date, of  the
Secretary of the Borrower and each Eligible Subsidiary  as  of
the Closing Date as to:

           (i)  resolutions of its Board of Directors, then in
full force and effect authorizing the execution, delivery  and
performance of the Loan Documents to which such Loan Party  is
a party and the related transactions contemplated thereby, and

           (ii) the incumbency and signatures of those of  its
officers  authorized to act with respect to the Loan Documents
to  which it is party, upon which certificate each Lender  may
conclusively  rely  until  it  shall  have  received   further
certificates of the Secretary of such Loan Party canceling  or
amending such prior certificates;

           (b)   a so-called "good standing" certificate  with
respect  to  the  Borrower as of the  Closing  Date  from  the
appropriate  Governmental  Authority  of  the  State  of   its
incorporation;

          (c)  evidence of qualification of the Borrower as of
the Closing Date to do business in each other jurisdiction  in
which  the  failure to so qualify could result in  a  Material
Adverse Change; and

           (d)   such other documents (certified if requested)
as  the  Agent or the Required Lenders may reasonably request,
with  respect  to this Agreement, the Notes,  any  other  Loan
Document, the transactions contemplated hereby and thereby, or
any  Organic  Document, Contractual Obligation  or  Regulatory
Approval.

          SECTION 4.1.2. Notes.  The Agent shall have received
for  the account of each Lender, such Lender's Term Notes  and
Revolving  Note,  in  each case duly  executed  and  delivered
pursuant to Section 3.2.

          SECTION 4.1.3. Subsidiary Guaranty.  The Agent shall
have  received  for the account of each Lender the  Subsidiary
Guaranty,  duly executed and delivered by each  Subsidiary  of
the Borrower.

           SECTION  4.1.4.  No Contest, etc.   No  litigation,
arbitration,    governmental    investigation,     injunction,
proceeding or inquiry shall be pending or, to the knowledge of
the Borrower, threatened which:

           (a)   seeks  to  enjoin  or otherwise  prevent  the
consummation of, or to recover any damages or obtain relief as
a result of, the transactions contemplated by or in connection
with  the  Acquisition Agreement, this Agreement or  any  Loan
Document; or

           (b)   would,  in  the  opinion  of  the  Agent,  be
materially  adverse to any of the parties hereto with  respect
to the transactions contemplated hereby;

No  litigation  set  forth  in  Item  3  (Litigation)  of  the
Disclosure  Schedule, in the reasonable opinion of the  Agent,
could result in a Material Adverse Change or give rise to  any
liability on the part of the Agent or any Lender in connection
with  this  Agreement  or  the other  Loan  Documents  or  the
transactions contemplated hereby or thereby.

            SECTION   4.1.5.  Certificate  as   to   Completed
Conditions, Warranties, No Default, etc.  The Agent shall have
received  a certificate, dated the Closing Date, of the  chief
executive officer of the Borrower, to the effect that:

           (a)   all  conditions precedent set forth  in  this
Section 4.1 have been satisfied;

          (b)  all representations and warranties set forth in
Article 5 are true and correct in all material respects;

          (c)  all representations and warranties set forth in
the  Loan  Documents  are  true and correct  in  all  material
respects;

          (d)  no Default or Event of Default has occurred and
is continuing; and

           (e)   there  has  been  no change  in  any  Organic
Document  of  Borrower  or any Eligible Subsidiary  since  the
Prior  Closing Date (or each Eligible Subsidiary has delivered
to  the  Agent a Secretary's Certificate signed by  the  chief
executive officer of such Subsidiary to similar effect  as  to
such Subsidiary).

          SECTION 4.1.6. Opinions of Counsel.  The Agent shall
have  received  opinion letters, dated the  Closing  Date  and
addressed to the Agent and all Lenders, from Christy &  Viener
or other counsel to the Borrower and its Subsidiaries, in form
and  substance  satisfactory to the Agent, and  covering  such
matters  as  the Agent may request.  Additionally,  the  Agent
shall  have  received opinion letters, dated the Closing  Date
and addressed to the Agent and all Lenders from local counsel,
in  form  and substance satisfactory to the Agent and covering
such matters as the Agent may request.

           SECTION  4.1.7. Closing Fees, Expenses,  etc.   The
Agent shall have received the facility fee, which was due  and
payable pursuant to the terms of the Facility Fee Letter,  and
all  costs  and  expenses which have  been  invoiced  and  are
payable upon the initial Borrowing pursuant to Section 9.3.

           SECTION  4.1.8. Security Documents and  Perfection.
The Agent shall have received:

           (a)   The Security Agreement, duly executed  by  an
Authorized   Officer  of  the  Borrower  and   each   Eligible
Subsidiary of the Borrower;

          (b)  The Borrower Trademark Assignment duly executed
by  an  Authorized Officer of the Borrower, and the Subsidiary
Trademark Assignment duly executed by an Authorized Officer of
each  Subsidiary  of  the  Borrower  owning  U.S.  patents  or
trademarks;

           (c)  Evidence of the execution and delivery of  all
filings  of  the  Financing Statements  with  respect  to  the
Security  Agreement and other Security Documents; searches  or
other  evidence  as  to the absence of any perfected  security
interests or Liens (except those previously disclosed  to  and
consented  to  by the Lenders); and evidence  that  all  other
actions  (including  all  actions  necessary  such  that   the
Trademark  Assignment are acceptable for filing in the  United
States  Patent  and Trademark Office and the  payment  of  all
documentary, intangibles, filing and recording taxes and fees)
with  respect  to the Liens created by the Security  Documents
have  been  taken as are necessary or appropriate  to  perfect
such Liens;

          (d)  The Borrower Pledge Agreement, duly executed by
an  Authorized  Officer of the Borrower,  and  the  Subsidiary
Pledge  Agreement, duly executed by an Authorized  Officer  of
each Subsidiary.

           (e)   All (i) stock certificates and undated  stock
powers duly executed in blank relating thereto with respect to
the pledged securities under the Borrower Pledge Agreement  or
the  Subsidiary  Pledge  Agreement, which  pledged  securities
shall consist of the Incepta Shares, all outstanding Stock  of
all  other  Subsidiaries of the Borrower incorporated  in  the
United   States,  sixty-six  percent  (66%)   of   all   other
Subsidiaries  of the Borrower incorporated in countries  other
than  the United States, and all stock of the Borrower pledged
to  the Borrower by its employees, officers and directors, and
(ii) all promissory notes, including, without limitation,  the
Goldstein  Note, and other instruments owned  by  Borrower  or
other  Subsidiaries duly endorsed in blank pledged  under  the
Borrower Pledge Agreement or the Subsidiary Pledge Agreement.

           (f)  A collateral assignment to the Agent, for  its
benefit  and  the  ratable benefit  of  the  Lenders,  of  the
Borrower's  rights  under all acquisition agreements  and  all
other  documents  executed or delivered by  any  seller  of  a
Temporary  Staffing  Business  to  Borrower  or  an  Affiliate
pursuant to such acquisition agreements, duly consented to  by
such  Sellers, which assignment shall be in form and substance
satisfactory to the Agent; and

          (g)  An assignment to the Agent, for its benefit and
the  ratable benefit of the Lenders, of the insurance policies
described in Section 4.1.12 (with respect to which the insurer
shall  have  executed  and delivered to the  Agent  a  written
consent),  which  assignment shall be in  form  and  substance
satisfactory to the Agent.

           SECTION 4.1.9. Employment Agreements; Compensation.
The  Agent  shall  have received, certified by  the  Borrower,
copies  of all employment agreements to which the Borrower  or
any  of  its  Subsidiaries is a party and the Agent  shall  be
satisfied  in  all  respects with the levels  of  compensation
(including,   without  limitation,  fees,   wages,   salaries,
bonuses,   deferred  payment  arrangements,   stock   options,
incentive plans and pension or employee benefit contributions)
paid to key members of management.

          SECTION 4.1.10 Pension and Welfare Liabilities.  The
Agent  shall  have  received  (i) the  most  recent  actuarial
valuation report for each Single Employer Plan, if any, and  a
copy  of Schedule B to the Annual Report on Form 5500  of  the
Internal  Revenue Service for each such Single  Employer  Plan
most  recently  filed with the Internal Revenue  Service,  and
(ii)  a  report prepared by the Borrower in form and substance
satisfactory  to  the Agent detailing any liabilities  of  the
Borrower  and  each of its Subsidiaries, and of each  Commonly
Controlled Entity of the Borrower for post-retirement benefits
under Plans which are welfare benefit plans.

          SECTION 4.1.11.     Insurance.  The Agent shall have
received  evidence  satisfactory  to  it  that  the  insurance
maintained by the Borrower and its Subsidiaries is  issued  by
an insurance company with a Best's rating of "A" or better and
a  financial size category of not less than XII, is in amounts
satisfactory  to  the  Agent and, in  the  case  of  insurance
maintained  by  the  Borrower  and  its  Subsidiaries,   under
policies  naming  the  Agent as loss payee  (in  the  case  of
casualty insurance policies) and as additional insured (in the
case of liability policies), and otherwise complying with  the
requirements of this Agreement and the Security Documents.

          SECTION 4.1.12.     Key Man Insurance.  The Borrower
shall have purchased "key-man" life insurance policies in  the
total amount of not less than $7,960,700 on the lives of [Gary
S. Goldstein, Barry Roseman, Alicia C. Lazaro, Eugene Y. Shen,
Ken  Watanabe,  Ronald  Wendlinger,  Michael  List  and  Irene
Cohen].

          SECTION 4.1.13.     Financial Information, etc.  The
Agent  shall have received the historical financial statements
referred to in Section 5.4,  and the Projections.

           SECTION  4.1.14.     Solvency,  etc.    As  of  the
Closing  Date  the assets of the Borrower  and  each  Eligible
Subsidiary  shall  be  at  least  $100,000  greater  than  the
liabilities  of  the  Borrower and  each  Eligible  Subsidiary
(including all liabilities and obligations of the Borrower and
each  Eligible  Subsidiary, fixed  or  contingent,  direct  or
indirect, disputed or undisputed, and whether or not  required
to be reflected on a balance sheet prepared in accordance with
GAAP, except to the extent noted thereon); and the Agent shall
have received a certificate of the chief operating officer  of
the  Borrower and each Eligible Subsidiary dated  the  Closing
Date, stating that, after giving effect to the consummation of
the  transactions contemplated by this Agreement to  occur  on
the Closing Date, the Borrower and each Eligible Subsidiary is
Solvent.

          SECTION 4.1.15.     [INTENTIONALLY LEFT BLANK

          SECTION 4.1.16.     [INTENTIONALLY LEFT BLANK

          SECTION 4.1.17.     [INTENTIONALLY LEFT BLANK

            SECTION   4.1.18.      Review  of  the  Borrower's
Operations.   The  Agent  or  its representatives  shall  have
completed   their   review   of  the   Borrower's   management
information systems, accounting, financial reporting and  cash
management systems as well as the legal structure of each Loan
Party  and  the nature of each Loan Party's asset  composition
and  contingent liabilities, and the Agent shall be  satisfied
in all respects with the results of such review.

           SECTION 4.1.19.     Material Contracts.  The  Agent
shall  have received a certificate from an Authorized  Officer
of  the  Borrower and each Eligible Subsidiary to  the  effect
that  attached thereto are true and correct copies of each  of
the  items  listed  on Item 5 ("Material  Contracts")  of  the
Disclosure Schedule,  other than those delivered to the  Agent
as  of the Original Closing Date and the Acquisition Agreement
-  ASS,  the  Acquisition Agreement - ASA, and  the  documents
related  to  the  Vogue acquisition, and the  Agent  shall  be
satisfied in all respects with terms of such items.

           SECTION  4.1.20.      Letter to  Accountants.   The
Agent  shall  have  received satisfactory  evidence  that  the
Borrower  has  delivered  a letter to its  independent  public
accountants authorizing such public accountants to discuss the
Borrower's and each other Loan Party's financial matters  with
the   Agent  and  each  Lender  or  any  of  their  respective
representatives  whether  or  not  a  representative  of   the
Borrower is present.

           SECTION  4.1.21.     Other Documents, Certificates,
Etc.   The  Agent  shall have received such  other  documents,
certificates,  opinions of counsel or other  materials  as  it
reasonably requests from any Loan Party.

          SECTION 4.2.        All Loans and Letters of Credit.
The obligations of the Lenders to fund the Revolving Loans and
issue or jointly apply for Letters of Credit after the Closing
Date  shall be subject to the prior or concurrent satisfaction
of  each of the conditions precedent set forth in this Section
4.2.

            SECTION  4.2.1.  Compliance  with  Warranties,  No
Default, etc.  The representations and warranties set forth in
Article  5  shall have been true and correct in  all  material
respects  as  of the date initially made.  In addition,   both
before and after giving effect to the making of any such Loan:

           (a)   such representations and warranties shall  be
true and correct in all material respects with the same effect
as  if then made (except to the extent expressly made as of  a
specified  date,  in  which  case  such  representations   and
warranties shall be true as of such specified date);

          (b)  all representations and warranties set forth in
the  Security  Documents  shall be true  and  correct  in  all
material respects with the same effect as if then made (except
to  the extent expressly made as of a specified date, in which
case  such representations and warranties shall be true as  of
such specified date);

           (c)   no  material adverse development  shall  have
occurred   in  any  litigation,  arbitration  or  governmental
investigation,  proceeding or inquiry  disclosed  pursuant  to
Section  5.7  which  renders such litigation,  arbitration  or
governmental  investigation or inquiry or proceeding,  in  the
reasonable  opinion  of  the Required Lenders,  likely  to  be
adversely  determined  and,  if  adversely  determined,  could
result in a Material Adverse Change;

           (d)       no Default or Event of Default shall have
occurred and be continuing; and

            (e)    the   aggregate  of  all  Revolving   Loans
outstanding plus the aggregate face amounts of all outstanding
Letters of Credit does not exceed the Borrowing Base.

            SECTION  4.2.3.  Satisfactory  Legal  Form.    All
documents  executed  or  submitted by  or  on  behalf  of  the
Borrower or any Subsidiary shall be reasonably satisfactory in
form and substance to the Agent and its counsel, the Agent and
its  counsel  shall  have received all information,  and  such
counterpart  originals or such certified or  other  copies  of
such  Instruments,  as the Agent or its counsel  may  request.
All legal matters incident to the transactions contemplated by
this Agreement shall be satisfactory to counsel to the Agent.

           SECTION  4.2.4. Margin Regulations.  The making  of
such  Loan  and  the  use of the proceeds  thereof  shall  not
violate Regulations G, T, U and X of the F.R.S. Board.

           SECTION  4.2.5. Adverse Change.  In the  reasonable
judgment  of the Required Lenders, no Material Adverse  Change
shall have occurred since the Original Closing Date.
           SECTION 4.2.6. Change in Law.  On the date of  such
Loan,  no change shall have occurred in applicable law, or  in
applicable   regulations  thereunder  or  in   interpretations
thereof by any court or Governmental Authority which,  in  the
opinion  of any Lender, would make it illegal for such  Lender
to make the Loan required to be made on such date.

                           ARTICLE 5
                               
                       WARRANTIES, ETC.

           In  order  to induce the Lenders and the  Agent  to
enter  into  this  Agreement, to engage  in  the  transactions
contemplated  herein and in the other Loan  Documents  and  to
make  the  Loans and issue or jointly apply for or participate
in the Letters of Credit, the Borrower represents and warrants
to the Agent and each Lender as set forth in this Article 5.

           SECTION 5.1.        Organization, Power, Authority,
etc.   Each  of  the Borrower and its Subsidiaries  (i)  is  a
corporation  validly  organized  and  existing  and  in   good
standing   under   the  laws  of  the  jurisdiction   of   its
incorporation, (ii) is duly qualified to do business and is in
good  standing  as a foreign corporation in each  jurisdiction
where  the  failure to so qualify could result in  a  Material
Adverse  Change, and (iii) has full power and authority,  and,
except as set forth in Item 6 ("Governmental Licenses") of the
Disclosure Schedule, holds all governmental licenses, permits,
registrations  and other Regulatory Approvals  required  under
all  Requirements  of  Law, to own and hold  under  lease  its
property and to conduct its business as conducted prior to the
Closing Date and as contemplated to be conducted subsequent to
the  Closing Date.  The Borrower has full power and  authority
to   enter  into  and  perform  its  Obligations  under   this
Agreement, the Notes and each other Loan Document executed  or
to be executed by it and to obtain Loans hereunder.

            SECTION   5.2.          Due  Authorization.    The
execution  and  delivery  by each  Loan  Party  of  each  Loan
Document  executed or to be executed by it, and the incurrence
and  performance  by such Loan Party of the  Obligations  have
been duly authorized by all necessary corporate action, do not
require  any  Regulatory  Approval  (except  those  Regulatory
Approvals  already  obtained), do not and  will  not  conflict
with,  result in any violation of, or constitute  any  default
under,  any  provision of any Organic Document or  Contractual
Obligation  of  such  Loan Party or any  law  or  governmental
regulation or court decree or order, and will not result in or
require  the creation or imposition of any such Lien  on  such
Loan  Party's  properties pursuant to the  provisions  of  any
Contractual Obligation of such Loan Party.

           SECTION  5.3.        Validity, etc.  Each  of  this
Agreement, the Notes and the other Loan Documents constitutes,
the legal, valid and binding obligation of the each Loan Party
executing  and  delivering such Loan Document, enforceable  in
accordance  with  its  terms subject  to  the  effect  of  any
applicable bankruptcy, insolvency, moratorium or similar  laws
affecting  creditors'  rights generally,  and  the  effect  of
general principles of equity (regardless of whether considered
in a proceeding in equity or at law).
          SECTION 5.4.        Financial Information; Solvency

           (a)  Except as disclosed in Item 7 ("Exceptions  to
GAAP")  of  the Disclosure Schedule, all balance  sheets,  all
statements of operations, stockholders' equity and cash flows,
and  all  other financial information of the Borrower and  its
Subsidiaries which have been furnished by or on behalf of  the
Borrower and its Subsidiaries to the Agent and the Lenders for
the  purposes of or in connection with this Agreement  or  any
transaction contemplated hereby, including:

           (i)  the consolidated audited balance sheets of the
     Borrower as of December 31, 1994, December 31, 1995,  and
     December   31,   1996,   and  the  related   consolidated
     statements of income and cash flows for each of the three
     (3)  fiscal  years  of the Borrower ending  December  31,
     1994,  December 31, 1995 and December 31, 1996,  together
     with  the  opinion thereon of Mortenson  and  Associates,
     P.C. for Fiscal Years 1994 and 1995 and of Ernst & Young,
     L.L.P.   for   Fiscal   Year  1996  and   the   unaudited
     consolidated financial statements for the Borrower as  of
     June 30, 1997;

          (ii) the consolidated audit balance sheets of ASS as
     of  December  31,  1995 and December 31,  1996,  and  the
     related consolidated statements of income and cash  flows
     for  each  of  the  two (2) fiscal years  of  ASS  ending
     December 31, 1995 and December 31, 1996 together with the
     opinion thereon of Ernst & Young, L.L.P.

           (iii)      the consolidated reviewed balance sheets
     of  Irene Cohen as of December 31, 1994 and December  31,
     1995,  and the related consolidated statements of  income
     and  cash  flows for each of the two (2) fiscal years  of
     Irene  Cohen  ending December 31, 1994 and  December  31,
     1995,  together  with the opinion thereon of  Rosenblatt,
     Slavet & Redezky, C.P.A., P.C.;

           (iv)  the  consolidated  financial  statements  for
     Administrative   Sales   Associates   Temps,   Inc.   and
     Administrative  Sales Associates, Inc. for  December  31,
     1995 and December 31, 1996;

          (v)  the Projections;

have  been  prepared  in  accordance  with  GAAP  consistently
applied  (except  to the extent items in the  Projections  are
based  upon  estimates) throughout the  periods  involved  and
present  fairly in all material respects the matters reflected
therein  subject,  in  the  case of unaudited  statements,  to
changes  resulting from normal year-end audit adjustments  and
except  as  to  the absence of footnotes.  As of  the  Closing
Date, the Borrower nor any of its respective Subsidiaries  has
material  contingent liabilities or material  liabilities  for
taxes,  long-term  leases  or  unusual  forward  or  long-term
commitments   which  are  not  reflected  in   the   financial
statements described in clauses (i), (ii), (iii) and (iv).

           (b)  After giving effect to the consummation of the
transactions contemplated by this Agreement and the other Loan
Documents  to  occur  on  the  Closing  Date  (including   the
Acquisition and the Loan and the initial Revolving Loans), the
Borrower and each Subsidiary is Solvent.

           SECTION 5.5.        Material Adverse Change.  Since
December  31, 1995, there has been no material adverse  change
in   the   condition  (financial  or  otherwise),  operations,
performance, business, properties or prospects of the Borrower
and  its Subsidiaries taken as a whole, or in any industry  in
which  the  Borrower or any of its Subsidiaries is engaged  in
any material respect.

          SECTION 5.6.        Absence of Default.  Neither the
Borrower  nor any Subsidiary is in default in the  payment  of
(or  in  the performance of any material obligation applicable
to)  any  Indebtedness, or is in material  default  under  any
regulation  of  any  Governmental Agency or  court  decree  or
order,  or  is in default under any Requirements of Law  which
default could result in a Material Adverse Change.

           SECTION  5.7.        Litigation, Legislation,  etc.
Except  as  disclosed in Item 3 (Litigation) of the Disclosure
Schedule,  there  is no pending or, to the  knowledge  of  the
Borrower,  threatened litigation, arbitration or  governmental
investigation,  proceeding  or  inquiry  which,  if  adversely
determined,  could  result in a Material Adverse  Change;  and
none  of  the proceedings set forth in such Item  3  seeks  to
amend,  modify or enjoin the transactions contemplated  hereby
or  is likely to be adversely determined.  To the knowledge of
the Borrower, there is no legislation, governmental regulation
or  judicial decision that could result in a Material  Adverse
Change.

           SECTION  5.8.        Regulations G,  T,  U  and  X.
Neither   the   Borrower   nor  any  Subsidiary   is   engaged
principally,  or  as one of its important activities,  in  the
business of extending credit for the purpose of purchasing  or
carrying Margin Stock (as defined in F.R.S. Board Regulation G
or U) and, no assets of the Borrower or any Subsidiary consist
of  Margin Stock.  The Loans hereunder will not be used for  a
purpose which violates, or would be inconsistent with,  F.R.S.
Board Regulation G, T, U or X.

           SECTION 5.9.        Government Regulation.  Neither
the  Borrower  nor  any Subsidiary is an "investment  company"
within  the meaning of the Investment Holding Company  Act  of
1940,  as  amended, or a "holding company," or  a  "subsidiary
company"  of  a  "holding company," or  an  "affiliate"  of  a
"holding  company" or of a  "subsidiary company" of a "holding
company,"  within  the meaning of the Public  Utility  Holding
Company  Act  of  1935, as amended, or subject  to  regulation
under  the Federal Power Act, the Interstate Commerce  Act  or
any  other federal or state law limiting its ability to  incur
Indebtedness  or  to  execute, deliver  or  perform  the  Loan
Documents to which it is party.

           SECTION 5.10.  Taxes.  Each of the Borrower and its
present  or  past Subsidiaries has filed all tax  returns  and
reports required by law to have been filed by it and has  paid
all  taxes  and Charges thereby shown to be owing, except  any
such taxes or Charges which are being diligently contested  in
good  faith by appropriate proceedings and for which  adequate
reserves in accordance with GAAP shall have been set aside  on
its books.
           SECTION  5.11.   Pension and  Welfare  Plans.   (a)
Except  as  disclosed  in  Item  8  (Benefit  Plans)  of   the
Disclosure  Schedule, neither the Borrower nor any  Subsidiary
or   Commonly  Controlled  Entity  has  assumed  any  material
liability  under   any employee benefit plan,  fund,  program,
arrangement,  agreement  or commitment  maintained  by  or  on
behalf  of or contributed to by or on behalf of any entity  or
trade   or   business  which,  together  with  any   of   such
corporations,  is treated as a single employer under  Sections
414(b), (c), (m) or (o) of the IRC.  Neither the Borrower  nor
any  Subsidiary or Commonly Controlled Entity shall be subject
(directly  or  indirectly) to any material liability,  tax  or
penalty  whatsoever to any person whomsoever with  respect  to
any   employee   benefit  plan,  fund,  program,  arrangement,
agreement or commitment described in the immediately preceding
sentence.

           (b)   No Reportable Event which could result  in  a
Material  Adverse  Change  has occurred  during  the  six-year
period prior to the date on which this representation is  made
or  deemed made with respect to any Single Employer Plan.  The
Borrower,  each  Commonly Controlled Entity, each  Subsidiary,
each Plan, and each trust maintained pursuant to any such Plan
have  complied  in all material respects with  the  applicable
provisions  of ERISA, the IRC, and any other applicable  laws.
Except  as  disclosed  in  Item  8  (Benefit  Plans)  of   the
Disclosure  Schedule,  the  present  value  of  all   "benefit
liabilities"  (within  the meaning of Section  4001(a)(16)  of
ERISA)  under  each  Single Employer Plan  maintained  by  the
Borrower,  any  Subsidiary or any Commonly  Controlled  Entity
(based  on  those  assumptions  that  would  be  used   in   a
termination of each such Plan) did not, as of the last  annual
valuation  date  for which an actuarial valuation  report  has
been  done, exceed the value of the assets of such Plan as  of
such  date.   Except as disclosed in such Item 8, neither  the
Borrower nor any Commonly Controlled Entity or Subsidiary  has
incurred  any  liability to the PBGC or to  any  other  Person
under  Section 4062, 4063 or Section 4064 of ERISA on  account
of  the  termination  of,  or its withdrawal  from,  a  Single
Employer Plan, and no Lien has been  imposed on the assets  of
the  Borrower or any Commonly Controlled Entity or  Subsidiary
under Section 4068 of ERISA.  To the knowledge of the Borrower
and  any Commonly Controlled Entities and Subsidiaries,  there
does  not exist any event or condition which would permit  the
institution  of  proceedings to terminate any Single  Employer
Plan  pursuant to Section 4042 of ERISA.  Except as  disclosed
in  Item 8 of the Disclosure Schedule, no "accumulated funding
deficiency" (as defined in Section 302 of ERISA or Section 412
of  IRC),  whether or not waived, exists with respect  to  any
Pension  Plan.   The  Borrower and  each  Commonly  Controlled
Entity  and Subsidiary have timely made in full each quarterly
installment payment to any Pension Plan required under Section
302(e)  of  ERISA or Section 412(m) of the IRC and  have  also
made  full  and timely payment of any other costs or  expenses
related  to  such  a  Plan.   The Borrower  and  all  Commonly
Controlled Entities and Subsidiaries have made full and timely
payment  of all contributions to Multiemployer Plans  required
under  ERISA,  the  IRC  or applicable  collective  bargaining
agreements.  Neither the Borrower nor any Commonly  Controlled
Entity  or Subsidiary has had a complete or partial withdrawal
from any Multiemployer Pension Plan and the liability to which
the  Borrower or any Commonly Controlled Entity or  Subsidiary
would  become subject under ERISA if the Borrower or any  such
Commonly  Controlled  Entity or Subsidiary  were  to  withdraw
completely  from  all Multiemployer Pension Plans  as  of  the
valuation date most closely preceding the date hereof  is  not
in excess of $100,000.  No such Multiemployer Pension Plan has
been   terminated  or  is  in  Plan  Reorganization  or  ERISA
Insolvent,  nor,  to  the knowledge of the  Borrower  and  any
Commonly  Controlled Entities and Subsidiaries,  is  any  such
Multiemployer  Pension  Plan likely to  be  terminated  or  to
become  in  Plan  Reorganization or ERISA Insolvent.   To  the
knowledge of the Borrower and any Commonly Controlled Entities
and  Subsidiaries,  no  "accumulated funding  deficiency"  (as
defined  in Section 302 of ERISA or Section 412 of  the  IRC),
whether   or   not   waived,  exists  with  respect   to   any
Multiemployer  Plan.   The  present  value  (determined  using
assumptions  which are reasonable in respect of  the  benefits
provided  and  the employees participating) of  the  aggregate
liability  of  the Borrower and each Subsidiary  and  Commonly
Controlled Entity for post-retirement benefits to be  provided
to  their  current and former employees under Plans which  are
welfare benefit plans (as defined in Section 3(1) of ERISA) is
not in excess of $100,000.  No written notice of liability has
been  received  with  respect to  the  Borrower,  any  of  its
Subsidiaries,  or  any  Plan for any "prohibited  transaction"
(within the meaning of Section 4975 of the IRC or Section  406
of  ERISA), nor has any such prohibited transaction  resulting
in   material  liability  to  the  Borrower  or  any  of   its
Subsidiaries   occurred.   Neither  the   Borrower   nor   any
Subsidiary or Commonly Controlled Entity will, as a result  of
consummating  the transactions contemplated by this  Agreement
(pursuant to the provisions of the Agreement, by operation  of
law  or otherwise) (i) have incurred or become liable for  any
tax  assessed by the Internal Revenue Service for any  alleged
violations  of  Section 4975 of the IRC or any  civil  penalty
imposed  by the Department of Labor for any alleged violations
of  Section  406 of  ERISA, (ii) have caused or  permitted  to
occur any "prohibited transaction" within the meaning of  such
Section  4975 of the IRC or Section 406 of ERISA with  respect
to  any Plan for which no exemption is available or (iii) have
incurred  any  liability to the PBGC (other than ordinary  and
usual PBGC premium liability) or any liability for complete or
partial  withdrawal to any Multiemployer  Plan.   Neither  the
Borrower   nor   any  Subsidiary  is  subject   (directly   or
indirectly)  to,  and no facts exist which could  subject  the
Borrower  or any Subsidiary (directly or indirectly)  to,  any
other  liability, penalty, tax or lien whatsoever, which could
result  in a Material Adverse Change and which is directly  or
indirectly related to any Plan, including, but not limited to,
liability for any damages or penalties arising under  Title  I
or  Title  IV  of  ERISA, liability for  any  tax  or  penalty
resulting from a loss of deduction under Section 404 or 419 of
the  IRC, any tax or penalty under chapter 43 of the  IRC,  or
any  taxes  or penalties under any other applicable  law,  but
excluding any liability to make contributions or pay  premiums
to  or under an ongoing Plan before the last due date on which
such  contributions or premiums could be paid or made  without
penalty  or to pay benefits when due in accordance  with  Plan
terms.

           SECTION  5.12.   Labor  Controversies.   Except  as
disclosed  in  Item 9 (Labor Controversies) of the  Disclosure
Schedule, there are no labor controversies pending or, to  the
best  knowledge of the Borrower, threatened, relating  to  the
Borrower  or  any  Subsidiary.  There is (i) no  unfair  labor
practice complaint pending against the Borrower, or any of its
Subsidiaries  or,  to  the  best knowledge  of  the  Borrower,
threatened  against  any of them, before  the  National  Labor
Relations Board, and no arbitration proceeding arising out  of
or under any collective bargaining agreement or the Borrower's
internal  grievance  procedures  is  so  pending  against  the
Borrower  or any of its Subsidiaries or, to the best knowledge
of  the  Borrower,  threatened against any of  them,  (ii)  no
strike, labor dispute, slowdown or stoppage is pending against
the  Borrower  or  any of its Subsidiaries  or,  to  the  best
knowledge of the Borrower, threatened against the Borrower  or
any  of  its  Subsidiaries and (iii) no  union  representation
question  existing  with  respect  to  the  employees  of  the
Borrower or any of its Subsidiaries.  Each of the Borrower and
its  Subsidiaries  is in compliance in all  material  respects
with  all  collective bargaining agreements  to  which  it  is
subject.

           SECTION 5.13.  Ownership of Properties; Collateral.
Each  of the Borrower and its Subsidiaries owns good title  to
all  of  its  material personal properties and assets  of  any
nature  whatsoever,  free and clear of  all  Liens  except  as
permitted pursuant to Section 6.2.3.

           (a)   The provisions of the Security Agreement  are
effective  to create in favor of the Agent for the benefit  of
the  Agent  and  the Lenders, a legal, valid  and  enforceable
security interest in all right, title and interest of the Loan
Parties  in  the Collateral described therein, and,  upon  the
filing of the  Financing Statements and any required filing in
the  United  States  Patent and Trademark Office  pursuant  to
Section  4.1.8,  the Security Documents will  create  a  fully
perfected  first  Lien on, and the security interest  in,  all
right,  title and interest of the Loan Parties in all  of  the
Collateral  described therein, to the extent that  a  security
interest therein can be perfected by such a filing, subject to
no other Liens other than Liens permitted by Section 6.2.3.

           SECTION 5.14.  Intellectual Property.  Each of  the
Borrower  and  its  Subsidiaries owns  or  licenses  all  such
Intellectual  Property, and has obtained  assignments  of  all
licenses and other rights, as the Borrower considers necessary
for  or  as  are  otherwise material to  the  conduct  of  the
business of the Borrower and its Subsidiaries as now conducted
without,  individually or in the aggregate,  any  infringement
upon  rights of other Persons which could result in a Material
Adverse  Change.  All Intellectual Property owned or  licensed
from third Persons described in this Section 5.14 is set forth
in Item 10 (Intellectual Property) of the Disclosure Schedule.

          SECTION 5.15.  Accuracy of Information.  All factual
information heretofore or contemporaneously furnished by or on
behalf  of the Borrower in writing to the Agent or any  Lender
for  purposes of or in connection with this Agreement  or  any
transaction contemplated hereby is true and accurate in  every
material  respect on the date as of which such information  is
dated  or  certified  and  as of the  date  of  execution  and
delivery  of  this Agreement by the Agent or such  Lender  and
such  information is not incomplete by omitting to  state  any
material   fact   necessary  to  make  such  information   not
misleading.   Neither  this  Agreement  nor  any  document  or
statement furnished to the Agent or any of the Lenders  by  or
on  behalf of the Borrower contains any untrue statement of  a
material fact or omits to state any material fact necessary in
order  to make the statements contained herein or therein  not
materially  misleading.  The Agent and the  Lenders  recognize
that  the  Projections are not to be viewed as facts and  that
actual  results  during the period or periods covered  by  the
Projections  may  differ  from  the  projected  or  forecasted
results.

          SECTION 5.16.  Insurance.  All policies of insurance
in  effect  of  any kind or nature owned by or issued  to  the
Borrower  and  its Subsidiaries, including policies  of  life,
fire,  theft,  product liability, public  liability,  property
damage,    other   casualty,   employee   fidelity,   workers'
compensation, property and liability insurance, (a) are listed
in  Item 11 (Insurance) of the Disclosure Schedule as  of  the
Closing  Date, (b) are, together with all policies of employee
health  and  welfare and title insurance, in  full  force  and
effect,  (c)  comply  in  all  respects  with  the  applicable
requirements  set  forth herein and in the Security  Documents
and  (d)  are  of  a nature and provide such  coverage  as  is
customarily carried by companies engaged in similar businesses
and   owning similar properties in the same general  areas  in
which the Borrower and its Subsidiaries operate.  Neither  the
Borrower  nor  any  of its Subsidiaries provides  any  of  its
insurance through self-insurance except as disclosed  in  Item
11 of the Disclosure Schedule.

            SECTION  5.17.   Certain  Indebtedness.   Item  12
(Existing Indebtedness) of the Disclosure Schedule sets  forth
all  Indebtedness of the Borrower and its Subsidiaries  as  of
the  Closing Date that is not to be refinanced on the Original
Closing Date, and which (a) is for borrowed money, or  (b)  is
not  incurred  in the ordinary course of the business  of  the
Borrower  or  any  Subsidiary in a manner and  to  the  extent
consistent  with  past practice, or (c)  is  material  to  the
financial  condition,  operations, businesses,  properties  or
prospects of the Borrower or any Subsidiary.

           SECTION  5.18.  Environmental Matters.   Except  as
disclosed in Item 13 (Environmental Matters) of the Disclosure
Schedule,  the  Borrower and each of its Subsidiaries  are  in
compliance  in  all  material  respects  with  all  applicable
Environmental  Laws,  and  to  the  best  of  the   Borrower's
knowledge, there are no conditions or circumstances associated
with  the  currently or previously owned,  operated,  used  or
leased  properties  or  current  or  past  operations  of  the
Borrower   or   any  Subsidiary  which  may   give   rise   to
Environmental Liabilities and Costs which could  result  in  a
Material  Adverse  Change  or  which  may  give  rise  to  any
Environmental Lien.

           SECTION  5.19.  No Burdensome Agreements.   Neither
the  Borrower nor any Subsidiary is a party to or has  assumed
any  indenture, loan or credit agreement or any lease or other
agreement  or  instrument or subject to any charter  or  other
corporate restriction that could result in a Material  Adverse
Change.

           SECTION  5.20.  Consents.  Except as  disclosed  in
Item  14  (Consents) of the Disclosure Schedule, the  Borrower
and   its   Subsidiaries   have  all  material   permits   and
governmental consents and Regulatory Approvals necessary under
Requirements of Law or, in the reasonable business judgment of
the  Borrower, deemed advisable under Requirements of Law,  in
connection   with   the   transactions   contemplated   hereby
(including  the  Acquisition and the Loans)  and  the  ongoing
business and operations of the Borrower and its Subsidiaries.

           SECTION  5.21.   Contracts.  Set forth  in  Item  5
(Material Contracts) of the Disclosure Schedule is an accurate
and  complete list of all material Contractual Obligations  of
the  Borrower  and  its Subsidiaries as of the  Closing  Date.
Each such material Contractual Obligation is in full force and
effect  in  accordance with the terms thereof.  There  are  no
material defaults by the Borrower or any Subsidiary or, to the
Borrower's  knowledge after due inquiry, any other default  in
existence under any such material Contractual  Obligations, in
each case that could result in a Material Adverse Change.

           SECTION 5.22.  Employment Agreements.  Set forth in
Item 15 (Employment Contracts) of the Disclosure Schedule is a
complete  and  accurate list of each employment  agreement  to
which  the Borrower or any Subsidiary is a party, or by  which
it is bound.

           SECTION 5.23.  Condition of Property.  All  of  the
assets  and  properties owned by, leased to  or  used  by  the
Borrower and its Subsidiaries material to the conduct of their
business  are  in  adequate operating  condition  and  repair,
ordinary  wear and tear excepted, and are free  and  clear  of
known  defects  except for defects which do not  substantially
interfere  with  the  use thereof in  the  conduct  of  normal
operations.

            SECTION  5.24.   Subsidiaries.   Item  16  of  the
Disclosure  Schedule  sets  forth  all  Subsidiaries  of   the
Borrower as of the Closing Date.

           SECTION  5.25.  Trade Relations.  There  exists  no
actual  or,  to  the best of Borrower's knowledge,  threatened
termination,   cancellation   or   limitation   of,   or   any
modification  or change in, the business relationship  of  the
Borrower  with any material customer or group of customers  of
the Borrower.

                          ARTICLE 6.
                               
                           COVENANTS

           SECTION  6.1.         Affirmative  Covenants.   The
Borrower  agrees  with each Lender that until all  Obligations
(other than Obligations that expressly survive the termination
of  this Agreement pursuant to Section 9.5) have been paid and
performed  in  full and the Commitments have  terminated,  the
Borrower  will  perform  the Obligations  set  forth  in  this
Section 6.1.

           SECTION  6.1.1.  Financial Information,  etc.   The
Borrower will furnish, or will cause to be furnished, to  each
Lender  and  to the Agent copies of its financial  statements,
reports and information:

           (a)   (i)  promptly when available and in any event
     within  ninety (90) days after the close of  each  Fiscal
     Year,  a consolidated and consolidating balance sheet  at
     the  close  of such Fiscal Year, and related consolidated
     and  consolidating  statements  of  operations,  retained
     earnings,  and cash flows for such Fiscal  Year,  of  the
     Borrower    and   its   Subsidiaries   (with   comparable
     information  at  the close of and for  the  prior  Fiscal
     Year), certified (in the case of consolidated statements)
     without  qualification by Ernst &  Young,  LLC  or  other
     independent public accountants satisfactory to the Agent,
     together  with  a  report  containing  a  description  of
     projected    business   prospects   (including    capital
     expenditures) and management's discussion and analysis of
     the  financial condition and results of operation of  the
     Borrower and its Subsidiaries;

          (ii) promptly when available and in any event within
     ninety  (90) days after the close of each Fiscal Year,  a
     letter  report of such independent public accountants  at
     the  close of such Fiscal Year to the effect that it  has
     reviewed  the provisions of this Agreement and  the  most
     recent Compliance Certificate being furnished pursuant to
     clause  (a)(iii) of this Section 6.1.1 and that,  in  the
     course  of performing its duties it did not become  aware
     of  any Default or Event of Default or any miscalculation
     in  such Compliance Certificate relating to the financial
     tests  set  forth  in Section 6.2.4 or  relating  to  the
     calculation  of Excess Cash Flow, except as such  may  be
     disclosed in such statement; and

           (iii)     promptly when available and in any  event
     within  ninety (90) days after the close of  each  Fiscal
     Year,  a  Compliance  Certificate calculated  as  of  the
     computation date at the close of such Fiscal Year; and

          (b)  promptly when available and in any event within
forty-five (45) days after the close of each calendar month of
each Fiscal Year consolidated and consolidating balance sheets
at the close of such month, and consolidated and consolidating
statements  of operations, retained earnings, and  cash  flows
for  such month and for the period commencing at the close  of
the  previous  Fiscal Year and ending with the close  of  such
month,  of  the  Borrower  and Subsidiaries  (with  comparable
information at the close of and for the corresponding month of
the  prior  Fiscal Year and for the corresponding  portion  of
such prior Fiscal Year), certified by the principal accounting
or   chief  financial  Authorized  Officer  of  the  Borrower,
together  with  a description of projected business  prospects
(including capital expenditures) and a brief report containing
management's   discussion  and  analysis  of   the   financial
condition  and results of operations of the Borrower  and  its
Subsidiaries  (including  a discussion  and  analysis  of  any
changes compared to prior results);

           (c)  within forty-five (45) days after the close of
each Fiscal Quarter, a Compliance Certificate calculated as of
the close of such Fiscal Quarter;

           (d)   promptly upon receipt thereof, copies of  all
detailed  financial and management reports  submitted  to  the
Borrower  by its independent public accountants in  connection
with  each  annual  or interim audit made by such  independent
public  accountants  of  the books  of  the  Borrower  or  any
Subsidiary;

           (e)   within thirty (30) days prior to the  end  of
each  Fiscal Year of the Borrower, (i) a business plan of  the
Borrower  and  its  Subsidiaries, in form,  scope  and  detail
satisfactory   to   the  Agent,  and  (ii)  consolidated   and
consolidating  operating budgets for the  twelve  (12)  months
following the end of such Fiscal Year, prepared on a quarterly
basis,  and for each Fiscal Year thereafter through  the  2002
Fiscal Year, prepared on an annual basis, which budgets  shall
include estimated capital expenditures and other costs  to  be
incurred   by  the  Borrower  and  its  Subsidiaries,   on   a
consolidated  and consolidating basis, during  the  applicable
Fiscal  Year, in each case, with accompanying detail, together
with  a report containing management's discussion and analysis
of the projected financial condition and results of operations
of the Borrower and its Subsidiaries;

          (f)  promptly after approved by the Borrower's Board
of  Directors,  any updates or revisions to any business  plan
described in clause (e) of this Section 6.1.1;

           (g)   promptly upon the sending or filing  thereof,
copies  of all reports that the Borrower sends to its security
holders  generally, and copies of all reports and registration
statements that the Borrower or any of its Subsidiaries  files
with  the  Securities and Exchange Commission or any  national
securities exchange;

           (h)   such  other information with respect  to  the
financial condition, business, property, assets, revenues  and
operations of the Borrower and any Subsidiary as the Agent  or
the Required Lenders may from time to time reasonably request;
and

          (i)  on or before the fifteenth day of each month, a
completed Borrowing Base Certificate accurate as of the  close
of business of the preceding month.

           SECTION  6.1.2. Maintenance of Corporate Existence,
etc.  Except as permitted by Section 6.2.10, the Borrower will
cause to be done at all times all things necessary to maintain
and  preserve the corporate existence of the Borrower and each
Subsidiary.

           SECTION 6.1.3. Foreign Qualification.  The Borrower
will,  and will cause each Subsidiary to, cause to be done  at
all  times  all  things necessary to be duly qualified  to  do
business  and be in good standing as a foreign corporation  in
each jurisdiction where the failure to so qualify could result
in a Material Adverse Change.

           SECTION 6.1.4. Payment of Taxes, etc.  The Borrower
will, and will cause each Subsidiary to, pay and discharge, as
the same become due and payable, (a) all Charges against it or
on  any  of its property, as well as claims of any kind which,
if unpaid, might become a Lien upon any one of its properties,
and  (b)  all  lawful  claims for labor, materials,  supplies,
services  or  otherwise before any thereof become  a  default;
provided,  however, that the foregoing shall not  require  the
Borrower or any Subsidiary to pay or discharge any such Charge
or  claim  so  long as it shall be diligently  contesting  the
validity thereof in good  faith by appropriate proceedings and
shall  have  set  aside  on  its books  adequate  reserves  in
accordance with GAAP.

           SECTION  6.1.5.  Insurance.   In  addition  to  any
insurance required to be maintained pursuant to any other Loan
Document,  the  Borrower  will,  and  (with  respect  to   the
insurance  described in clauses (a) and (b) below) will  cause
each Subsidiary to, maintain or cause to be maintained:
           (a)   insurance with respect to its properties  and
business   against   such   casualties,   contingencies    and
liabilities    (including,   without   limitation,    business
interruption insurance)  and of such types and in such amounts
as  are customary in the industries in which the Borrower  and
Subsidiaries are engaged, and will furnish to the Agent annual
certification   from   the  respective  insurers   (or   their
authorized  agents) of the extent of all insurance  maintained
by  the Borrower and its Subsidiaries in accordance with  this
Section 6.1.5; and

           (b)  the "key-man" life insurance policies referred
to in Section 4.1.12, which policies shall at all times have a
minimum  face  value  of  not less than  [$7,960,700]  in  the
aggregate.

Each  such policy shall be issued by an insurance company with
a Best's rating of "A" or better and a financial size category
of  not less than XII shall be in effect on the Closing  Date.
The  premiums  for  each such policy shall  be  paid  as  such
premiums  shall come due.  All policies of casualty  insurance
shall  contain  an endorsement, in the form submitted  to  the
Borrower by the Agent, showing loss payable to the Agent,  for
its  benefit and the ratable benefit of the Lenders, as  their
interests  may  appear.  All policies of liability  insurance,
including,  without  limitation,  all  primary  and   umbrella
liability  policies  (including errors and  omissions),  shall
name the Agent, for its benefit and the ratable benefit of the
Lenders,  as additional insured.  All such insurance  policies
shall provide, or shall be properly endorsed to provide,  that
the  insurer shall give the Agent not less than 10 days  prior
written notice of any cancellation or non-renewal of any  such
policy.   The  Borrower  shall retain  all  the  incidents  of
ownership of the insurance maintained pursuant to this Section
6.1.5, but shall not borrow upon or otherwise impair its right
to  receive  the proceeds of such insurance.  So  long  as  no
Event  of Default has occurred and is continuing, the Borrower
and  its Subsidiaries shall have the right to use the proceeds
of   casualty  insurance  to  repair  or  replace  damaged  or
destroyed property, shall have the  right to use the  proceeds
of  business  interruption insurance for its ongoing  business
needs  and  shall  have  the right  to  use  the  proceeds  of
liability insurance to pay covered claims.

           SECTION 6.1.6. Notice of Default, Litigation,  etc.
Upon a Responsible Officer learning thereof, the Borrower will
give  prompt written notice (with a description in  reasonable
detail) to the Agent of:

          (a)  the occurrence of any Default;

           (b)   the occurrence of any litigation, arbitration
or  governmental  investigation or proceeding  not  previously
disclosed in writing by the Borrower to the Lenders which  has
been  instituted  or,  to the knowledge of  the  Borrower,  is
threatened against, the Borrower or any Subsidiary or to which
any of its properties, assets or revenues is subject which, if
adversely  determined,  could result  in  a  Material  Adverse
Change;

           (c)  any material development which shall occur  in
any  litigation, arbitration or governmental investigation  or
proceeding previously disclosed by the Borrower to the Lenders
pursuant   to  Section  5.7  which  renders  such  litigation,
arbitration  or  governmental  investigation  likely   to   be
adversely  determined  and,  if  adversely  determined,  could
result in a Material Adverse Change;

           (d)  the occurrence of any other circumstance which
could result in a Material Adverse Change;

          (e)  the occurrence of any Loss; and

           (f)  (i)  the occurrence or expected occurrence  of
any Reportable Event with respect to any Single Employer Plan,
or   any   withdrawal   from,   or   the   termination,   Plan
Reorganization  or  ERISA  Insolvency  of  any   Multiemployer
Pension Plan,  the institution of proceedings or the taking of
any  other action by the PBGC or the Borrower or any  Commonly
Controlled  Entity or Subsidiary or any Multiemployer  Pension
Plan  with respect to the withdrawal from, or the termination,
Plan   Reorganization  or  ERISA  Insolvency  of,  any  Single
Employer Plan or Multiemployer Pension Plan, or the receipt of
notice  by  the Borrower or any Commonly Controlled Entity  or
Subsidiary that the institution of any such proceedings or the
taking   of   any  such  action  is  under  consideration   or
anticipated,   the  institution of any  proceedings  or  other
action  by  the Internal Revenue Service or the Department  of
Labor with respect to the minimum funding requirements of  any
Pension Plan, or the receipt of notice by the Borrower or  any
Commonly  Controlled Entity or Subsidiary that the institution
of  any  such proceedings or the taking of any such action  is
under   consideration  or  anticipated,   the  occurrence   or
expected  occurrence of any event which could  result  in  the
incurrence  of  unpredictable contingent event benefits  under
Section 302 of ERISA or Section 412 of the IRC with respect to
any Pension Plan,  any event or condition which could increase
the  liability  of  the Borrower or  any  Commonly  Controlled
Entity  or Subsidiary with respect to post-retirement  welfare
benefits under any Plan, or  the occurrence of any other event
or  condition with respect to any Plan which could subject the
Borrower  or  any Subsidiary (directly or indirectly)  to  any
tax,  penalty or liability under Title I or Title IV of ERISA,
Section  404  or 419 and Chapter 43 of the IRC, or  any  other
applicable laws, and in each case in clauses (i) through  (vi)
above, such event or condition, together with all other events
or  conditions,  if  any, could subject the  Borrower  or  any
Subsidiary (directly or indirectly) to any tax, fine, penalty,
or  other liabilities in amounts which in the aggregate  could
result  in  a  Material  Adverse Change.   The  Borrower  will
deliver  to  each of the Lenders a true and complete  copy  of
each  annual  report (Form 5500) of each Plan  (other  than  a
Multi-Employer  Plan) required to be filed with  the  Internal
Revenue Service, promptly after the filing thereof ; and

          (g)  the condemnation or threat of condemnation with
respect  to  any property used or necessary in the conduct  of
the businesses of the Borrower or any of its Subsidiaries.

           SECTION  6.1.7.  Books and Records.   The  Borrower
will,  and  will  cause each Subsidiary  to,  keep  books  and
records   reflecting   all  of  its   business   affairs   and
transactions  in  accordance with GAAP  and,  subject  to  any
government  security limitations, permit the  Agent  and  each
Lender  or  any  of  their respective representatives,  during
normal business hours, to visit all of its offices, to discuss
its financial matters with its officers and independent public
accountants  and  to  examine (and,  at  the  expense  of  the
Borrower, photocopy extracts from) any of its books  or  other
corporate  records.  The Borrower shall pay any  fees  of  its
independent public accountants incurred in connection with the
Agent's  or  any Lender's exercise of its rights  pursuant  to
this  Section 6.1.7; provided that unless an Event of  Default
shall  have occurred and be continuing, the Borrower shall  be
required  to pay any such fees only in respect of the  Agent's
exercise of its rights pursuant to this Section 6.1.7 for  one
occasion during each Fiscal Year.

           SECTION 6.1.8. Maintenance of Properties, Etc.  The
Borrower  will maintain and preserve, and cause  each  of  its
Subsidiaries  to maintain and preserve, all of its  properties
(real  and  personal  and  including all  intangible  assets),
except obsolete properties, which are used or necessary in the
conduct  of  its business in good working order and condition,
ordinary wear and tear excepted.

           SECTION 6.1.9. Maintenance of Licenses and Permits.
The  Borrower will maintain and preserve, and will cause  each
of its Subsidiaries to maintain and preserve, all Intellectual
Property, rights, permits, licenses, Regulatory Approvals  and
privileges  issued under or arising under any Requirements  of
Law  to the extent material to the conduct of the business  of
the Borrower or any of its Subsidiaries.

           SECTION  6.1.10.     Employee Plans.  The  Borrower
will  at  all times comply in all material respects  with  the
provisions of ERISA and the IRC which are applicable to any of
the Plans, and cause each of its Subsidiaries so to do.

           SECTION 6.1.11.     Environmental Management.   The
Borrower  will, and will cause each Subsidiary to,  adopt  and
maintain  prudent  solid and hazardous  waste  management  and
disposal  practices, including at a minimum such practices  as
are  required  or dictated from time to time  by  current  and
future Environmental Laws and Environmental Permits.

           SECTION  6.1.12.      Compliance  with  Laws.   The
Borrower will, and will cause each Subsidiary to, comply  with
all  applicable Requirements of Law; provided,  however,  that
this  Section  6.1.12 shall not apply to any  circumstance  of
noncompliance that together with all other noncompliance could
not result in a Material Adverse Change.

           SECTION  6.1.13.     Interest Rate Protection.   By
January  31,  1998, the Borrower shall obtain  and  thereafter
maintain  in  full force and effect, from ING or  an  Eligible
Lending  Institution,  one  or more Interest  Rate  Contracts,
protecting  the  Borrower against increases in the  Eurodollar
Rate  for  an aggregate notional amount equal to  50%  of  the
aggregate  principal amount of the Term Loans for  a  term  of
three  (3)  years.  ING shall make available to  the  Borrower
various  proposals  for Interest Rate Contracts.   Should  the
Borrower obtain any proposal for Interest Rate Contracts  from
a  source  other than ING, the Borrower agrees that ING  shall
have  a  right to provide such Interest Rate Contracts on  the
same  terms as those set forth in such proposal.  The Borrower
will  collaterally assign such Interest Rate Contracts to  the
Agent, for its benefit and the ratable benefit of the Lenders,
pursuant to documentation acceptable to the Agent.

          SECTION 6.1.14.     Real Estate.  If the Borrower or
any  Subsidiary shall acquire a fee or leasehold  interest  in
real  estate which the Agent reasonably designates as material
to  the Borrower or such Subsidiary  at any time prior to  the
date  on  which  all  Commitments  have  terminated  and   all
Obligations under this Agreement have been paid in  full,  the
Borrower  or such Subsidiary  will execute a Mortgage  subject
only  to the Liens described in clauses (c) and (g) of Section
6.2.3,  in  form and substance satisfactory to the  Agent,  in
favor of the Agent, for its benefit and the ratable benefit of
the  Lenders, and shall use its reasonable efforts to  deliver
to  the  Agent  such  title insurance  policies,  surveys  and
landlords'  estoppel agreements with respect  thereto  as  the
Agent shall reasonably request.

            SECTION  6.1.15.      Underwriting  Offering   and
Private  Placements.   The Borrower shall use its best efforts
to  allow ING or one of its Affiliates to manage and serve  as
underwriter,  co-underwriter,  placement  agent,  co-placement
agent  or in a similar capacity, in assisting the Borrower  in
any  public  offering of equity securities or debt securities.
In addition, ING shall have the right to act, at ING's option,
as lead placement agent for any proposed private debt offering
of  the  Borrower if ING's proposal for any such debt offering
is  no less favorable, in the reasonable business judgment  of
the  Borrower,  than  the  other  proposal  presented  to  the
Borrower.

            SECTION  6.2.         Negative   Covenants.    The
Borrower  agrees  with each Lender that until all  Commitments
have  terminated  and all Obligations (other than  Obligations
that  expressly  survive  the termination  of  this  Agreement
pursuant to Section 9.5) have been paid and performed in full,
the  Borrower will perform the Obligations set forth  in  this
Section 6.2.

           SECTION  6.2.1. Business Activities.  The  Borrower
will not, and will not permit any Subsidiary to, engage in any
business  activity, except those in the fields  in  which  the
Borrower and its Subsidiaries are engaged on the Closing  Date
and  such  activities as may be incidental or related  thereto
and Borrower and its Subsidiaries will make no acquisitions of
stock,  assets  or additional businesses which engage  in  any
business other than a Temporary Staffing Business.

          SECTION 6.2.2. Indebtedness.  The Borrower will not,
and  will not permit any Subsidiary to, create, incur,  assume
or suffer to exist or otherwise become or be liable in respect
of any Indebtedness other than:

           (a)  Indebtedness in respect of the Loans and other
Obligations;

           (b)   Indebtedness in respect of the Interest  Rate
Contracts  required pursuant to Section 6.1.13 to  the  extent
such do not constitute Obligations;

          (c)  obligations that constitute Indebtedness solely
by  virtue  of being secured by Liens permitted under  Section
6.2.3;

            (d)    Indebtedness  in  respect  of   liabilities
resulting  from (i) endorsements of negotiable instruments  in
the  ordinary  course of business; and (ii) surety  bonds  and
other  bonds issued for the Borrower's account in the ordinary
course of business;

            (e)    Indebtedness  of  the  Borrower   and   its
Subsidiaries  existing on the Closing Date and  set  forth  in
Item 12 (Existing Indebtedness) of the Disclosure Schedule.

           (f)   Indebtedness of any Subsidiary owing  to  the
Borrower,  provided that such Indebtedness is evidenced  by  a
demand  promissory note that is pledged to the Agent, for  its
benefit  and the benefit of the Lenders, as security  for  the
Obligations pursuant to the Pledge Agreement;

          (g)  Capitalized Lease Liabilities provided that (i)
the aggregate amount thereof which in accordance with GAAP  is
attributable   to  principal,  together  with  the   aggregate
outstanding   principal   amount   of   all   Purchase   Money
Indebtedness  of the Borrower and its Subsidiaries,  does  not
exceed  $850,000  at any one time outstanding,  (ii)  payments
under  each  capitalized lease giving rise to such Capitalized
Lease   Liabilities   shall  be   made   in   equal   periodic
installments,  (iii)  the original term  of  each  capitalized
lease  giving rise to such Capitalized Lease Liabilities shall
not  be less than the useful life of the item of property  for
which such Capitalized Lease Liabilities are incurred and (iv)
the   Consolidated  Capital  Expenditures  financed  by   such
Capitalized Lease Liabilities are not prohibited under Section
6.2.5;

           (h)  Purchase Money Indebtedness provided that  (i)
the  amount of such Indebtedness, together with the amount  of
any  outstanding Capitalized Lease Liabilities of the Borrower
and   its  Subsidiaries  that  in  accordance  with  GAAP  are
attributable to principal, does not exceed $850,000 at any one
time  outstanding,  (ii) such Indebtedness  provides  for  the
payment  of  principal in equal periodic  installments,  (iii)
each  issue of such Purchase Money Indebtedness shall have  an
original  maturity date that is not earlier  than  the  useful
life  of  the  item of property for which such Purchase  Money
Indebtedness  is  incurred, and (iv) the Consolidated  Capital
Expenditures financed by such Purchase Money Indebtedness  are
not prohibited under Section 6.2.5; and

           (i)   extensions,  refinancings,  replacements  and
renewals  of  any of the foregoing Indebtedness  described  in
clauses  (e) and (h) of this Section 6.2.2, provided that  the
principal  amount  thereof is not increased,  such  extension,
refinancing,  replacement  or renewal  does  not  impose  more
burdensome terms upon the Borrower or its Subsidiaries, as the
case may be, than the Indebtedness being extended, refinanced,
replaced or renewed.

           SECTION  6.2.3. Liens.  The Borrower will not,  and
will  not  permit any Subsidiary to, create, incur, assume  or
suffer to exist any Lien upon any of its property, revenues or
assets, whether now owned or hereafter acquired, except:
           (a)   Liens  in favor of the Agent or  the  Lenders
granted pursuant to any Loan Document;

          (b)  Liens identified in Item 17 ("Permitted Liens")
of the Disclosure Schedule;

            (c)    Liens  for  taxes,  assessments  or   other
governmental  charges or levies not at the time delinquent  or
thereafter  payable with penalty or being  contested  in  good
faith  by  appropriate  proceedings  and  for  which  adequate
reserves in accordance with GAAP shall have been set aside  on
its books;

          (d)  Liens of carriers, warehousemen, mechanics, and
materialmen  incurred in the ordinary course of  business  for
sums  not  overdue  or  being  contested  in  good  faith   by
appropriate proceedings (which proceedings have the effect  of
preventing the forfeiture or sale of the asset subject to such
Lien)  and  for  which adequate reserves shall have  been  set
aside on its books;

           (e)  Liens (other than Liens arising under ERISA or
Section 412(n) of the Code) incurred in the ordinary course of
business    in   connection   with   workmen's   compensation,
unemployment   insurance  or  other  forms   of   governmental
insurance  or benefits, or to secure performance  of  tenders,
statutory  obligations, leases and contracts (other  than  for
borrowed  money)  entered  into  in  the  ordinary  course  of
business or to secure obligations on surety or appeal bonds;

          (f)  judgment Liens with respect to judgments to the
extent  such judgments do not constitute an Event  of  Default
described in Section 7.1.9;

            (g)   easements  (including,  without  limitation,
reciprocal easement agreements and utility agreements), rights-
of-way,   covenants,  consents,  reservations,  encroachments,
variations  and  other restrictions, charges  or  encumbrances
(whether or not recorded) affecting the use of property, which
do   not materially detract from the value of such property or
impair the use thereof;

          (h)  Liens upon any furniture and equipment acquired
by  the  Borrower or any of its Subsidiaries after the Closing
Date  to  secure Indebtedness permitted under  clause  (h)  of
Section  6.2.2  or  arising  by  virtue  of  a  capital  lease
permitted under clause (g) of Section 6.2.2;

           (i)  Leases and subleases granted to others in  the
ordinary  course of business not interfering in  any  material
respect  with  any  business of the Borrower  or  any  of  its
Subsidiaries;

           (j)  Liens which constitute rights of set-off of  a
customary nature or bankers' liens with respect to amounts  on
deposit,  whether arising by operation of law or by  contract,
in connection with arrangements entered into with banks in the
ordinary course of business;

          (k)  Liens consisting of precautionary UCC-1 filings
in  respect of operating leases to the extent permitted  under
Section 6.2.6; and

           (l)   extensions, renewals or replacements  of  any
Lien referred to in clause (b) of this Section 6.2.3, provided
that the principal amount of the obligation secured thereby is
not  increased  and  that  any  such  extension,  renewal   or
replacement  is limited to the property originally  encumbered
thereby.

           SECTION 6.2.4. Financial Condition.  From and after
the Closing Date, the Borrower hereby covenants and agrees  as
set forth below:

          (a)  Fixed Charge Coverage Ratio.  The Borrower will
not permit its Fixed Charge Coverage Ratio with respect to the
twelve-month  period  ending on the last  day  of  any  Fiscal
Quarter  to  be  less than the ratio set forth  opposite  such
Fiscal Quarter:

     Fiscal Quarter Ending:                            Ratio

                            March,                        1997
1.40:1.00
                             June,                        1997
1.30:1.00
                          September,                      1997
1.20:1.00
                           December,                      1997
1.20:1.00
                            March,                        1998
1.20:1.00
                             June,                        1998
1.20:1.00
                          September,                      1998
1.20:1.00
                           December,                      1998
1.20:1.00
                            March,                        1999
1.20:1.00
                             June,                        1999
1.20:1.00
                          September,                      1999
1.20:1.00
                           December,                      1999
1.20:1.00
                            March,                        2000
1.20:1.00
                             June,                        2000
1.20:1.00
                          September,                      2000
1.20:1.00
                           December,                      2000
1.20:1.00
                            March,                        2001
1:15:1:00
                             June,                        2001
1:15:1.00
                          September,                      2001
1:15:1:00
                           December,                      2001
1:15:1.00
                            March,                        2002
1:15:1:00
                             June,                        2002
1:15:1.00
                          September,                      2002
1:15:1.00
                           December,                      2002
1:15:1.00
                            March,                        2003
1:15:1.00
                             June,                        2003
1:15:1.00
      September,  2003 and for each Fiscal Quarter  thereafter
1:10:1.00

provided,   however,  for  purposes  of   this   clause   (a),
Consolidated Capital Expenditures incurred in connection  with
the  relocation  of the offices of Irene Cohen  during  Fiscal
Year  1997 not exceeding $850,000 shall be excluded  from  the
calculation of the Fixed Charge Coverage Ratio.

           (b)   Leverage Ratio.  The Borrower will not permit
its  Leverage  Ratio  with respect to the twelve-month  period
ending  on  the last day of any Fiscal Quarter to  be  greater
than the ratio set forth opposite such Fiscal Quarter:

                 Fiscal             Quarter            Ending:
Ratio

                            March,                        1997
5.75:1.00
                             June,                        1997
4.20:1.00
                          September,                      1997
4.00:1.00
                           December,                      1997
4.00:1.00
                            March,                        1998
4.00:1.00
                             June,                        1998
4.00:1.00
                          September,                      1998
3.80:1.00
                           December,                      1998
3.60:1.00
                            March,                        1999
3.30:1.00
                             June,                        1999
3.20:1.00
                          September,                      1999
3.00:1.00
                           December,                      1999
2.90:1.00
                            March,                        2000
2.70:1.00
                             June,                        2000
2.50:1.00
                          September,                      2000
2.40:1.00
                           December,                      2000
2.30:1.00
      March,  2001  and  for  each Fiscal  Quarter  thereafter
2.00:1.00

And  provided,  further, that the above calculation  shall  be
made  on  the  basis of annualized EBITDA for each acquisition
permitted hereunder after the Closing Date based upon (i)  the
first  Fiscal  Quarter annualized when only such first  Fiscal
Quarter   financial   information   is   available   on   such
acquisition, (ii) the average of the first two Fiscal Quarters
financial  information  annualized when  only  such  financial
information  is  available  on  such  acquisition,  (iii)  the
average   of   the  first  three  Fiscal  Quarters   financial
information annualized when only such financial information is
available  on  such acquisition, and (iv) that  the  aggregate
outstanding principal amount of indebtedness incurred, if any,
in  connection  with  the acquisitions of  E.D.R.  Associates,
Inc.,   Electronic   Data  Resources   L.L.C.,   and   Quality
OutSourcing,  Inc. shall not be included in such  calculations
for September 30, 1997.

          (c)  Interest Coverage Ratio.  The Borrower will not
permit its Interest Coverage Ratio with respect to the twelve-
month  period ending on the last day of any Fiscal Quarter  to
be  less  than the ratio set forth below opposite such  Fiscal
Quarter:

     Fiscal Quarter Ending:                            Ratio

     March,                                               1997
     3.50:1.00
                             June,                        1997
3.50:1.00
                          September,                      1997
2.75:1.00
                           December,                      1997
2.75:1.00
                            March,                        1998
2.75:1.00
                             June,                        1998
2.75:1.00
                          September,                      1998
2.75:1.00
                           December,                      1998
2.75:1.00
                            March,                        1999
3.00:1.00
                             June,                        1999
3.00:1.00
                          September,                      1999
3.00:1.00
                           December,                      1999
3:00:1.00
                            March,                        2000
3.50:1.00
                             June,                        2000
3.50:1.00
                          September,                      2000
3.50:1.00
                           December,                      2000
3.50:1.00
     March, 2001 and for each Fiscal Quarter thereafter    4.00:1.00

           (d)   Net Worth.  The Borrower will not permit  its
net  worth determined in accordance with GAAP as of  the  last
day of any Fiscal Quarter to be less than the amount set forth
opposite such Fiscal Quarter:

Fiscal Quarter Ending:                                Amount

                            March,                        1997
$13,300,000
                             June,                        1997
$3,700,000
                          September,                      1997
$15,750,000
                           December,                      1997
$16,000,000
                            March,                        1998
$16,250,000
                             June,                        1998
$16,750,000
                          September,                      1998
$17,500,000
                           December,                      1998
$18,000,000
                            March,                        1999
$18,500,000
                             June,                        1999
$19,000,000
                          September,                      1999
$19,500,000
                           December,                      1999
$20,000,000
                            March,                        2000
$20,500,000
                             June,                        2000
$21,000,000
                          September,                      2000
$22,000,000
      December,  2000 and for each Fiscal Quarter thereafter$2
3,000,000

      Provided,  however,  that the above  minimum  Net  Worth
amounts  shall  be  automatically increased beginning  in  the
first  full quarter after any Approved Acquisition Expenditure
by  82.5%  of the Net Income projected in such acquisition  in
the information provided to the Lenders in seeking approval of
such  acquisition  in each of the first four  Fiscal  Quarters
commencing  in  the first full Fiscal Quarter after  any  such
acquisition, by 80% of such projected Net Income for the fifth
through  twelfth full Fiscal Quarters thereafter,  by  75%  of
such projected Net Income for the thirteenth through sixteenth
full Fiscal Quarters thereafter and 70% of such projected  Net
Income  commencing  with the seventeenth full  Fiscal  Quarter
thereafter.

           (e)   EBITDA.  The Borrower will not permit  EBITDA
for  the  twelve-month period ending on the last  day  of  any
Fiscal  Quarter to be less than the amount set forth  opposite
such Fiscal Quarter:

     Fiscal Quarter Ending:                          Amount

                            March,                        1997
$3,700,000
                             June,                        1997
$5,100,000
                          September,                      1997
$6,700,000
                           December,                      1997
$7,800,000
                            March,                        1998
$7,900,000
                             June,                        1998
$7,900,000
                          September,                      1998
$8,600,000
                           December,                      1998
$9,000,000
                            March,                        1999
$9,300,000
                             June,                        1999
$9,600,000
                          September,                      1999
$9,900,000
                           December,                      1999
$10,100,000
                            March,                        2000
$10,300,000
                             June,                        2000
$10,600,000
                          September,                      2000
$10,800,000
                           December,                      2000
$11,000,000
                            March,                        2001
$11,200,000
                             June,                        2001
$11,500,000
                          September,                      2001
$11,800,000
                           December,                      2001
$12,000,000
                            March,                        2002
$12,300,000
                             June,                        2002
$12,500,000
                          September,                      2002
$12,700,000
                           December,                      2002
$13,000,000
                            March,                        2003
$13,100,000
                             June,                        2003
$13,300,000
      September,  2003 and for each Fiscal Quarter thereafter$
13,500,000
      Provided, however, that the above minimum EBITDA amounts
shall  be automatically increased beginning in the first  full
quarter after any Approved Acquisition Expenditure by 82.5% of
the  EBITDA  projected in such acquisition in the  information
provided   to  the  Lenders  in  seeking  approval   of   such
acquisition  in  each  of  the  first  four  Fiscal   Quarters
commencing  in  the first full Fiscal Quarter after  any  such
acquisition,  by 80% of such projected EBITDA  for  the  fifth
through  twelfth full Fiscal Quarters thereafter,  by  75%  of
such  projected  EBITDA for the thirteenth  through  sixteenth
full  Fiscal  Quarters thereafter and 70%  of  such  projected
EBITDA  commencing  with the seventeenth full  Fiscal  Quarter
thereafter.

           (f)   Current Ratio.  The Borrower will not  permit
the  Current Ratio of the Borrower and its Subsidiaries on the
last day of any Fiscal Quarter to be less than 1.50:1.00.

           (g)   Indebtedness to Capital Ratio.  The  Borrower
will  not permit the ratio of Indebtedness to Capital  on  the
last  day of any Fiscal Quarter to exceed the amount set forth
opposite such Fiscal Quarter:

                 Fiscal             Quarter            Ending:
Ratio

                            March,                        1997
0.70:1.00
                             June,                        1997
0.70:1.00
                          September,                      1997
0.70:1.00
                           December,                      1997
0.70:1.00
                            March,                        1998
0.70:1.00
                             June,                        1998
0.70:1.00
                          September,                      1998
0.69:1.00
                           December,                      1998
0.68:1.00
                            March,                        1999
0.66:1.00
                             June,                        1999
0.65:1.00
                          September,                      1999
0.63:1.00
                           December,                      1999
0.62:1.00
                            March,                        2000
0.60:1.00
                             June,                        2000
0.58:1.00
                          September,                      2000
0.56:1.00
                           December,                      2000
0.54:1.00
                            March,                        2001
0.51:1.00
     June, 2001 and for each Fiscal Quarter thereafter                0.50:1.00

And   provided   that  the  aggregate  principal   amount   of
indebtedness  incurred,  if  any,  in  connection   with   the
acquisitions  of  E.D.R.  Associates,  Inc.,  Electronic  Data
Resources L.L.C., and Quality OutSourcing, Inc. shall  not  be
included in such calculations for September 30, 1997.

           SECTION  6.2.5. Capital Expenditures.  The Borrower
will not, and will not permit any Subsidiary to make or commit
to make Consolidated Capital Expenditures, except that, during
any  Fiscal Year, the Borrower and its Subsidiaries  may  make
Consolidated  Capital Expenditures (including  the  amount  of
Capitalized Lease Liabilities incurred during such Fiscal Year
that  in  accordance with GAAP is attributable  to  principal)
which  in  the  aggregate do not exceed the amount  set  forth
below  opposite  such Fiscal Year (in the  case  of  the  1996
Fiscal  Year,  for the period commencing on the Prior  Closing
Date and ending on December 31, 1996):

          Fiscal Year:                                  Amount

                                                          1996
$167,000
                                                          1997
$775,000
                                                          1998
$450,000
                                                          1999
$450,000
                                                          2000
$450,000
                                                          2001
$450,000
                                                          2002
$450,000
                                                          2003
$450,000
                                                          2004
$450,000

provided  further, however, that expenditures  from  insurance
proceeds received upon the occurrence of a Loss which are made
to  replace or repair damaged or destroyed assets will not  be
included  in  the foregoing calculation.  Notwithstanding  the
foregoing provisions of Section 6.2.5, the Borrower  may  make
Consolidated  Capital  Expenditures  for  the  period  between
January  1, 1997 and December 31, 1997 in connection with  the
relocation  of  the  offices  of  Irene  Cohen  not  exceeding
$850,000;

provided further, however, that permitted Consolidated Capital
Expenditures shall increase by the lesser of (i) the projected
capital expenditures shown in the information submitted to the
Lenders requesting their approval of such acquisition or  (ii)
$200,000  for  the  first year after an  Approved  Acquisition
Expenditure and $25,000 per year in all subsequent years.

           SECTION  6.2.6. Lease  Obligations.   The  Borrower
will  not,  and will not permit any Subsidiary to,  create  or
suffer to exist any obligation for the payment of rent for any
property  under  any  operating lease or  agreement  to  lease
having  a  term of one year or more, except for (a) leases  in
existence on the Original Closing Date and described  in  Item
18  (Leases) of the Disclosure Schedule, and (b) any lease  of
real  property entered into by the Borrower or any  Subsidiary
after  the  Original  Closing Date in the ordinary  course  of
business; provided, however, that no such lease shall  subject
the  Borrower  or any Subsidiary to Environmental  Liabilities
and  Costs and that the aggregate amount of payments due  from
the  Borrower and its Subsidiaries for all leases referred  to
in  this  Section  6.2.6  less any  amounts  received  by  the
Borrower  and its Subsidiaries in connection with any sublease
of  the  property  subject to any lease referred  to  in  this
Section  6.2.6 during any Fiscal Year set forth below is  less
than the amount set forth below opposite such Fiscal Year:


                              Fiscal                     Year:
Amount

                                                          1997
$2,100,000
                                                          1998
$2,100,000
                                                          1999
$2,300,000
                                                          2000
$2,400,000
                                                          2001
$2,500,000
                                                          2002
$2,600,000
                                                          2003
$2,700,000
                                                          2004
$2,800,000

           SECTION 6.2.7. Investments.  The Borrower will not,
and will not permit any Subsidiary to, make, incur, assume  or
suffer to exist any Investment in any other Person except:

          (a)  Cash Equivalent Investments;

          (b)  deposits for utilities, security deposits under
leases and similar prepaid expenses;

           (c)   accounts receivable arising in  the  ordinary
course of business;

           (d)   Investments existing on the Original  Closing
Date and disclosed in Item 19 ("Existing Investments") of  the
Disclosure Schedule.

           (e)   Investments  made  by  the  Borrower  in  its
Subsidiaries  after the Original Closing Date  to  the  extent
such  Investments are evidenced by demand promissory notes  in
principal  amounts  equal to the amount of  such  Investments,
payable  to the Borrower and pledged by the Borrower in  favor
of the Agent pursuant to the Borrower Pledge Agreement;

           (f)   Investments  made  by  the  Borrower  in  its
Subsidiaries  after the Original Closing Date  to  the  extent
permitted under subsection (b) of Section 6.2.10;

            (g)    Investments  (including  debt  obligations)
received   in   connection   with   a   bankruptcy   or   Plan
Reorganization of customers or suppliers and in settlement  of
delinquent obligations of, and other disputes with,  customers
or  suppliers  arising  in the ordinary  course  of  business,
provided  that if such Investments are evidenced by promissory
notes  or other instruments, and such instruments are  pledged
to the Agent, for its benefit and the benefit of the Lenders;

            (h)    Investments  arising  under  Interest  Rate
Contracts;

           (i)  Investments consisting of deposit accounts  of
the  Borrower and its Subsidiaries maintained in the  ordinary
course of business;
           (j)  Investments in substantially all the assets of
Vogue  Personnel Services, Inc. other than cash, office leases
and  equipment  leases,  prepayments  and  deposits,  accounts
receivables  tax  and insurance refunds, term life  insurance,
treasury stock, corporate stock certificate books and  similar
corporate records and correspondence related to such  excluded
assets (the "Vogue Acquisition"); and

           (k)   Investments consisting of a loan of not  more
than $485,000 to ASS which has now been paid in full.

          (l)  Approved Acquisition Expenditures.

            SECTION  6.2.8.  Restricted  Payments,  etc.   The
Borrower  will  not  declare, pay  or  make  any  dividend  or
distribution (in cash, property or obligations) on any  shares
of  any  class of Stock (now or hereafter outstanding) of  the
Borrower  or  on  any  warrants, options or  other  rights  in
respect  of  any class of Stock (now or hereafter outstanding)
of  the  Borrower or apply, or permit any Subsidiary to apply,
any  of  its  funds,  property  or  assets  to  the  purchase,
redemption, sinking fund or other retirement of any shares  of
any  class  of  Stock (now or hereafter outstanding),  of  the
Borrower or any Subsidiary, or make any deposit for any of the
foregoing;  provided,  however, that  the  Borrower  shall  be
permitted  to  declare  and pay the following  dividends:  (a)
ordinary dividends on the Borrower's Series A Preferred  Stock
in  an amount not to exceed $56,000 in any single Fiscal  Year
or  during  any  consecutive 12 month  period  and  (b)  stock
dividends  on the Borrower's Series C and Series  D  Preferred
Stock, provided, however, that Borrower shall be permitted  to
use  the  Net  Securities  Proceeds in  excess  of  $3,000,000
received  by  Borrower  from the  issuance  of  its  Series  D
Preferred  Stock  up  to  a  maximum  amount  of  $400,000  to
repurchase outstanding common stock of the Borrower  prior  to
June 6, 1998.

             SECTION    6.2.9.   Take   or   Pay    Contracts;
Sale/Leasebacks

           (a)  The Borrower will not, and will not permit any
Subsidiary to, enter into or be a party to any arrangement for
the  purchase  of  materials,  supplies,  other  property   or
services  if  such arrangement by its express  terms  requires
that  payment  be  made  by the Borrower  or  such  Subsidiary
regardless  of whether or not such materials, supplies,  other
properties or services are delivered or furnished to it.

          (b)  The Borrower will not enter into, or permit any
Subsidiary  to  enter into, any arrangement  with  any  Person
providing  for  the leasing by the Borrower  or  one  or  more
Subsidiaries  of  any property or assets,  which  property  or
assets  has  been  or  is  to be sold or  transferred  by  the
Borrower or such Subsidiary to such Person except as permitted
by Section 6.2.2(g).

             SECTION   6.2.10.       Consolidation,    Merger,
Subsidiaries, etc.

           (a)  The Borrower will not, and will not permit any
Subsidiary  to,  liquidate or dissolve, consolidate  with,  or
merge  into  or  with,  any Person, or purchase  or  otherwise
acquire  all  or substantially all of the assets or  stock  of
any  Person  (or  of any operating division or unit  thereof),
except  that  any  such Subsidiary may liquidate  or  dissolve
voluntarily into, and may merge with and into, the Borrower or
any other wholly-owned Subsidiary (so long as the Borrower  or
such wholly-owned Subsidiary is the surviving corporation) and
Borrower may acquire assets pursuant to the Vogue Acquisition.

           (b)  The Borrower will not, and will not permit any
Subsidiary to, create any Subsidiary or transfer any assets to
any Subsidiary.

           SECTION  6.2.11.     Asset Dispositions, etc.   The
Borrower  will  not,  and will not permit any  Subsidiary  to,
sell,  transfer,  lease  or otherwise  dispose  of,  or  grant
options, warrants or other rights with respect to, any of  its
assets  (including accounts receivable and  capital  stock  of
Subsidiaries)  to  any  Person in excess  of  $20,000  in  the
aggregate during any Fiscal Year, unless  such disposition  is
made  in  the  ordinary  course of business  and  consists  of
inventories; or  such disposition constitutes a disposition of
obsolete  or retired assets no longer used in the business  of
the Borrower and its Subsidiaries.

            SECTION   6.2.12.      Modification   of   Organic
Documents,  etc.   The  Borrower  will  not  consent  to   any
amendment,  supplement or other modification  of  any  of  the
terms  or  provisions  contained in,  or  applicable  to,  the
charter or the by-laws of the Borrower.

           SECTION  6.2.13.     Transactions with  Affiliates.
The  Borrower will not, and will not permit any Subsidiary to,
enter into, or cause, suffer or permit to exist:

           (a)   any arrangement or contract with any  of  its
Affiliates   (other  than  its  Subsidiaries)  of   a   nature
customarily  entered into by Persons which are  Affiliates  of
each  other  (including  management or  similar  contracts  or
arrangements relating to the allocation of revenues,  expenses
or  otherwise)  requiring  any payments  to  be  made  by  the
Borrower or any Subsidiaries to any such Affiliate, other than
the transactions provided for in the Loan Documents; and

           (b)  any other transaction, arrangement or contract
with  any  of its Affiliates which is on terms which are  less
favorable than are obtainable from any Person which is not one
of its Affiliates.

           SECTION 6.2.14.     Inconsistent Agreements .   The
Borrower  will  not,  and will not permit any  Subsidiary  to,
enter  into  any material agreement containing  any  provision
which would be violated or breached in any material respect by
any  Loan  or  by  the  performance by  the  Borrower  or  any
Subsidiary  of  its obligations hereunder or  under  any  Loan
Document.

           SECTION  6.2.15.      Change in Accounting  Method.
The  Borrower will not, and will not permit any Subsidiary to,
make   any   change  in  accounting  treatment  and  reporting
practices except as required by GAAP.

           SECTION 6.2.16.     Change in Fiscal Year End.  The
Borrower  will  not  change its Fiscal Year  end  without  the
Required  Lenders' prior written consent, which  consent  will
not  be  unreasonably  withheld but will  not  be  given  with
respect  to more than one such change during the term of  this
Agreement.

           SECTION  6.2.17.     Compliance  with  ERISA.   The
Borrower will not, and will not permit any Subsidiary to take,
or  fail to take, any action with respect to a Plan, including
establishing, amending, or terminating or withdrawing from any
Plan,  without  first obtaining the Agent's written  Approval,
where  such  action  or failure to act  could  result  in  any
liabilities under the IRC, ERISA, or any other applicable  law
which  individually  or in the aggregate  could  result  in  a
Material Adverse Change.

           SECTION  6.2.18.     Limitation on Restrictions  on
Subsidiary  Dividends.  The Borrower will not,  and  will  not
permit  any  of  its Subsidiaries to, directly or  indirectly,
create  or  otherwise  cause  or suffer  to  exist  or  become
effective any encumbrance or restriction on the ability of any
such   Subsidiary  to  (a)  pay  dividends   or   make   other
distributions   on   its   Stock   or   other   interests   or
participations  in  profits  owned  by  the  Borrower  or  any
Subsidiary of the Borrower or pay any Indebtedness owed to the
Borrower or any Subsidiary of the Borrower, (b) make loans  or
advances to the Borrower or any Subsidiary of the Borrower  or
(c) transfer any of its property or assets to the Borrower  or
any  Subsidiary of the Borrower, except for such  encumbrances
and restrictions existing under or by reason of this Agreement
and the other Loan Documents.

           SECTION  6.2.19.      Subsidiary Investments.   The
Borrower   will  not,  and  will  not  permit   any   of   its
Subsidiaries,  to  make any Investment in the  Whitney  Group.
The  Borrower  will  not,  and will  not  permit  any  of  its
Subsidiaries, to make any Investment in Whitney  Asia  Limited
and  Whitney Asia PTE which would cause the aggregate  amounts
invested  in  Whitney  Asia  Limited  and  Whitney  Asia   PTE
subsequent to the Closing Date to exceed $500,000.00.

                          ARTICLE 7.
                               
                       EVENTS OF DEFAULT

           SECTION  7.1.        Events of Default.   The  term
"Event  of Default" shall mean any of the events set forth  in
this Section 7.1

           SECTION  7.1.1   Non-Payment of  Obligations.   The
Borrower shall default:

           (a)   in the payment or prepayment when due of  any
principal of any Loan;

          (b)  in the payment when due of the interest payable
in  respect  of any Loan, the commitment fee provided  for  in
Section  2.4 hereof or any other Obligations and such  default
shall continue unremedied for a period of five (5) days.
          SECTION 7.1.2. Non-Performance of Certain Covenants.
The   Borrower  shall  default  in  the  due  performance  and
observance  of  any of its obligations under Section  6.1  and
such  default  shall continue unremedied for a period  of  ten
(10)  days after notice thereof shall have been given  to  the
Borrower  by  the Agent (or if such default is not  reasonably
susceptible to cure within 10 days and so long as the Borrower
promptly  commences  and diligently pursues  such  cure,  such
longer period as is reasonably needed to effect such cure, but
in  no  event  longer  than 30 days from the  date  notice  is
given), or shall default in the due performance or observation
of any of its obligations under Section 6.2.

           SECTION 7.1.3. Defaults Under Other Loan Documents;
Non-Performance of Other Obligations.  Any "Event of  Default"
shall occur under the other Loan Documents; or the Borrower or
any  Subsidiary  shall  default in  the  due  performance  and
observance  of  any  other obligation, covenant  or  agreement
contained  herein  or  in  any other Loan  Document  and  such
default  shall continue unremedied for a period  of  ten  (10)
days  after  notice  thereof shall  have  been  given  to  the
Borrower  by  the Agent (or if such default is not  reasonably
susceptible to cure within 10 days and so long as the Borrower
promptly  commences  and diligently pursues  such  cure,  such
longer period as is reasonably needed to effect such cure, but
in  no  event  longer  than 30 days from the  date  notice  is
given).

           SECTION  7.1.4. Bankruptcy, Insolvency,  etc.   The
Borrower or any Subsidiary shall:

           (a)  become insolvent or generally fail to pay,  or
admit  in  writing its inability to pay, debts as they  become
due;

           (b)   apply for, consent to, or acquiesce  in,  the
appointment  of  a  trustee, receiver, sequestrator  or  other
custodian  for the Borrower or any Subsidiary or any  property
of   any thereof, or make a general assignment for the benefit
of creditors;

           (c)  in the absence of such application, consent or
acquiescence, permit or suffer to exist the appointment  of  a
trustee,  receiver, sequestrator or other  custodian  for  the
Borrower  or any Subsidiary or for a substantial part  of  the
property   of   any  thereof,  and  such  trustee,   receiver,
sequestrator or other custodian shall not be discharged within
sixty (60) days;

           (d)  permit or suffer to exist the commencement  of
any bankruptcy, Plan Reorganization, debt arrangement or other
case or proceeding under any bankruptcy or insolvency law,  or
any  dissolution,  winding  up or liquidation  proceeding,  in
respect  of the Borrower or any Subsidiary, and, if such  case
or  proceeding  is  not  commenced by  the  Borrower  or  such
Subsidiary, such case or proceeding shall be consented  to  or
acquiesced  in by Borrower or such Subsidiary or shall  result
in  the entry of an order for relief or shall remain for sixty
(60) days undismissed; or

           (e)   take any corporate action authorizing, or  in
furtherance of, any of the foregoing.
             SECTION   7.1.5.   Breach   of   Warranty.    Any
representation or warranty of the Borrower or any  Loan  Party
hereunder  or  in  any other Loan Document  or  in  any  other
writing furnished by or on behalf of the Borrower to the Agent
or  any Lender for the purposes of or in connection with  this
Agreement  or any such Loan Document is or shall be  incorrect
when made in any material respect.

           SECTION 7.1.6. Default on Other Indebtedness,  etc.
(a)  Any Indebtedness of the Borrower or any Subsidiary in  an
aggregate  principal amount exceeding $100,000  (i)  shall  be
duly  declared to be or shall become due and payable prior  to
the  stated maturity thereof, or (ii) shall not be paid as and
when the same becomes due and payable including any applicable
grace  period; or (b) there shall occur and be continuing  any
event under any Instrument relating to any Indebtedness of the
Borrower  or  any Subsidiary in an aggregate principal  amount
exceeding  $100,000,  the effect of which  is  to  cause  such
Indebtedness to become due prior to its stated maturity or  to
permit  the  holder  or  holders of such  Indebtedness,  or  a
trustee,  agent  or  other representative on  behalf  of  such
holder  or  holders, to cause such Indebtedness to become  due
prior  to  its  stated maturity or to require (or  permit  the
holder  or  holders to require) the Borrower or any Subsidiary
to  redeem,  repurchase or otherwise acquire  or  retire  such
Indebtedness for value.

           SECTION 7.1.7. Failure of Valid, Perfected Security
Interest.  The security interest or Lien in the Collateral and
all proceeds thereof, securing the Obligations shall cease  to
be  valid or perfected at any time after the Original  Closing
Date  (other  than as a result of (i) the Agent's  failure  to
make  any required filing to the extent the necessity of  such
filing was disclosed to the Agent in an opinion of counsel  to
the Borrower or in the Perfection Certificate delivered by the
Loan  Parties  or  (ii)  the  release  of  possession  of  any
Instrument   delivered  to  the  Agent   or   its   agent   or
representative pursuant to any of the Security Documents).

          SECTION 7.1.8. Employee Plans.  Any of the following
events  shall occur with respect to any Plan: (i)  any  Person
shall  engage in any "prohibited transaction" (as  defined  in
Section  406  of ERISA or Section 4975 of the Code)  involving
any  Plan,  (ii)  any  "accumulated  funding  deficiency"  (as
defined  in Section 412 of the Code or Section 302  of  ERISA)
not  disclosed  in Item 8 ("Benefit Plans") of the  Disclosure
Schedule,  whether or not waived, shall exist with respect  to
any Single Employer Plan, (iii) a Reportable Event shall occur
with  respect  to,  or proceedings shall commence  to  have  a
trustee  appointed,  or  a  trustee  shall  be  appointed,  to
administer  or to terminate, any Single Employer  Plan,  which
Reportable Event or commencement of proceedings or appointment
of  a  trustee  is, in the reasonable opinion of the  Required
Lenders, likely to result in the termination of such Plan  for
purposes  of  Title IV of ERISA, (iv) a notice  of  intent  to
terminate any Single Employer Plan for purposes of Title IV of
ERISA is issued by the plan administrator thereof without  the
prior  written consent of the Required Lenders,  or  the  PBGC
shall  commence  proceedings to terminate any Single  Employer
Plan,  (v)  the Borrower or any Commonly Controlled Entity  or
Subsidiary shall, or in the reasonable opinion of the Required
Lenders is likely to, incur any liability in connection with a
withdrawal  from, or the ERISA Insolvency, Plan Reorganization
or  termination of, a Multiemployer Plan, (vi) the Borrower or
any  Commonly  Controlled Entity or Subsidiary shall  fail  to
make  any  quarterly installment payment  to  a  Pension  Plan
required  under Section 302(e) of ERISA or Section  412(m)  of
the Code, (vii) the Borrower or any Commonly Controlled Entity
or  Subsidiary  shall  fail  to make  any  contribution  to  a
Multiemployer Plan which is required under ERISA, the Code  or
applicable  collective bargaining agreements,  or  (viii)  any
other event or condition shall occur or exist with respect  to
a  Plan; and in each case in clauses (i) through (viii) above,
such  event or condition, together with all other such  events
or  conditions,  if  any, could subject the  Borrower  or  any
Subsidiary  (directly or indirectly) to any  tax,  penalty  or
other  liabilities under Title I or Title IV of ERISA, Section
404  or  419 and Chapter 43 of the IRC or any other applicable
law  which in the aggregate could result in a Material Adverse
Change.

           SECTION 7.1.9. Judgments.  A final judgment  which,
with  other  such  outstanding  final  judgments  against  the
Borrower  or  any of  its Subsidiaries (in each  case  to  the
extent  not  covered by insurance), exceeds  an  aggregate  of
$250,000, shall be entered against the Borrower or any of  its
Subsidiaries  and,  within 30 days after entry  thereof,  such
judgment  shall not have been discharged or execution  thereof
stayed pending appeal, or, within 30 days after the expiration
of any such stay, such judgment shall not have been discharged
or stayed.

            SECTION   7.1.10.       Cessation   of   Business;
Dissolution.   The  entry of any order of a  court  enjoining,
restraining  or  otherwise  preventing  the  Borrower  or  any
Subsidiary  from conducting all or any material  part  of  its
business  affairs; or the cessation of business or dissolution
of the Borrower.

           SECTION 7.2.        Action if Bankruptcy.   If  any
Event of Default described in  subsection (d) of Section 7.1.4
shall   occur,  the  outstanding  principal  amount   of   all
outstanding   Loans   and   all   other   Obligations    shall
automatically  be and become immediately due and  payable  and
all  Commitments shall automatically be terminated, in  either
case without notice, demand or presentment.

            SECTION  7.3.         Action  if  Other  Event  of
Default.   If  any Event of Default (other than any  Event  of
Default  described  in  Section 7.1.4)  shall  occur  for  any
reason,  whether voluntary or involuntary, and be  continuing,
the Agent may, and upon the direction of the Required Lenders,
shall upon notice or demand, declare all or any portion of the
outstanding  principal  amount of the  Loans  to  be  due  and
payable, including without limitation, an amount equal to  the
maximum  amount  which would be available at any  time  to  be
drawn under all Letters of Credit then outstanding (whether or
not  any  beneficiary under any Letter of  Credit  shall  have
presented,  or shall be entitled at such time to present,  the
drafts  or other documents required to draw under such  Letter
of  Credit), and any or all other Obligations to  be  due  and
payable  and  all Commitments to be terminated, whereupon  the
full  unpaid  amount  of  such Loans and  any  and  all  other
Obligations  which shall be so declared due and payable  shall
be  and  become immediately due and payable and  any  and  all
Commitments which shall be so declared terminated shall be and
become  immediately terminated, in each case  without  further
notice,  demand,  or  presentment,  and  to  the  extent   any
obligations are paid by the Borrower, they shall constitute  a
prepayment  under this Agreement.  As long as  any  Letter  of
Credit  shall  remain outstanding, any amounts  held  as  cash
collateral  by  the Agent with respect to Letters  of  Credit,
when  received  by  the Agent, shall be deposited  in  a  cash
collateral  account as cash collateral for the obligations  of
the  Borrower under the Letter of Credit of this Agreement  in
the  event of any drawing under a Letter of Credit,  and  upon
drawing  under any outstanding Letter of Credit in respect  of
which  the Agent has deposited in the cash collateral  account
any  amounts described above, the Agent shall pay such amounts
to itself to reimburse itself for the amount of such drawing.

                          ARTICLE 8.
                               
                           THE AGENT

           SECTION 8.1.        Actions.  Each Lender  and  the
holder  of each Note authorizes the Agent to act on behalf  of
such  Lender or holder under this Agreement and any other Loan
Document  and,  in  the absence of other written  instructions
from  the Required Lenders received from time to time  by  the
Agent  (with respect to which the Agent agrees that  it  will,
subject to the last two sentences of this Section 8.1, comply,
except  as  otherwise advised by counsel),  to  exercise  such
powers  hereunder and thereunder as are specifically delegated
to  or  required of the Agent by the terms hereof and thereof,
together  with  such  powers as may be  reasonably  incidental
thereto.   Each Lender agrees (which  agreement shall  survive
any  termination of  this Agreement) to indemnify  the  Agent,
pro  rata  according  to such Lender's  Percentage,  from  and
against any and all liabilities, obligations, losses, damages,
penalties,  actions,  judgments,  suits,  costs,  expenses  or
disbursements of any kind or nature whatsoever  which  may  at
any  time be imposed on, incurred by, or asserted against  the
Agent in any way relating to or arising out of this Agreement,
the   Notes,  or  any  other  Loan  Document,  including   the
reimbursement  of  the  Agent for all  out-of-pocket  expenses
(including attorneys' fees) incurred by the Agent hereunder or
in  connection herewith or in enforcing the Obligations of the
Borrower  under this Agreement or any other Loan Document,  in
all  cases  as  to  which the Agent is not reimbursed  by  the
Borrower;  provided that no Lender shall  be  liable  for  the
payment  of  any  portion  of  such liabilities,  obligations,
losses, damages, penalties, actions, judgments, suits,  costs,
expenses  or disbursements determined by a court of  competent
jurisdiction  in  a final proceeding to have  resulted  solely
from  the Agent's gross negligence or wilful misconduct.   The
Agent  shall  not be required to take any action hereunder  or
under  any other Loan Document, or to prosecute or defend  any
suit  in respect of this Agreement or any other Loan Document,
unless  it  is indemnified to its satisfaction by the  Lenders
against  loss, costs, liability and expense.  If any indemnity
in  favor of the Agent shall become impaired, it may call  for
additional  indemnity  and cease to do  the  acts  indemnified
against until such additional indemnity is given.

           SECTION 8.2.        Funding Reliance, etc.   Unless
the Agent shall have been notified by telephone, confirmed  in
writing,  by any Lender by 5:00 p.m., New York City  time,  on
the  day  prior to a Borrowing that such Lender will not  make
available the amount which would constitute its Percentage  of
such  Borrowing on the date specified therefor, the Agent  may
assume that such Lender has made such amount available to  the
Agent and, in reliance upon such assumption, make available to
the  Borrower a corresponding amount; provided, however,  that
the  Agent shall have no obligation to do so.  If such  amount
is  made available by such Lender to the Agent on a date after
the date of such Borrowing, such Lender shall pay to the Agent
on  demand  interest on such amount at the Federal Funds  Rate
for  the  number of days from and including the date  of  such
Borrowing to the date on which such amount becomes immediately
available  to the Agent, together with such other compensatory
amounts  as may be required to be paid by such Lender  to  the
Agent pursuant to the Rules for Interbank Compensation of  the
Council   on   International  Banking  or  the   Clearinghouse
Compensation Committee, as the case may be, as in effect  from
time  to  time.   A  statement of the Agent submitted  to  any
Lender  with  respect to any amounts owing under this  Section
8.2 shall be conclusive, in the absence of manifest error.  If
such amount is not in fact made available to the Agent by such
Lender  within  three Business Days after  the  date  of  such
Borrowing, the Agent shall be entitled to recover such amount,
with interest thereon at the rate per annum then applicable to
the  Loans  comprising such  Borrowing, within  five  Business
Days after demand, from the Borrower.  Nothing herein shall be
construed  to release any Lender from its obligation  to  make
Loans  subject to the terms and conditions set forth  in  this
Agreement.

           SECTION 8.3.        Exculpation.  Neither the Agent
nor  any of its directors, officers, employees or agents shall
be  liable to any Lender for any action taken or omitted to be
taken  by  it  under this Agreement, the Notes,  or  any  Loan
Document,  or in connection herewith or therewith, except  for
its  own  wilful  misconduct or gross negligence.   The  Agent
shall  not  be  responsible to any Lender  for  any  recitals,
statements,  representations or warranties herein  or  in  any
certificate or other document delivered in connection herewith
or    for   the   authorization,   execution,   effectiveness,
genuineness,     validity,     enforceability,     perfection,
collectibility,  or sufficiency of any of the Loan  Documents,
the  financial condition of the Borrower or any Subsidiary  or
the  condition  or  value  of any of  the  Collateral,  or  be
required to make any inquiry concerning either the performance
or observance of any of the terms, provisions or conditions of
any  of  the  Loan Documents, the financial condition  of  the
Borrower  or  any  Subsidiary or  the  existence  or  possible
existence of any Default.  The Agent shall be entitled to rely
upon  advice of counsel concerning legal matters and upon  any
notice,  consent, certificate, statement or writing  which  it
believes to be genuine and to have been presented by a  proper
Person.

          SECTION 8.4.        Successor.  The Agent may resign
as  such  at  any time upon at least thirty (30)  days'  prior
notice  to the Borrower and all Lenders, such resignation  not
to  be effective until a successor Agent is in place.  If  the
Agent  at  any  time  shall resign, the Required  Lenders  may
appoint  another  Lender  as  a successor  Agent  which  shall
thereupon  become the Agent hereunder.  If no successor  Agent
shall  have  been  so appointed by the Required  Lenders,  and
shall have accepted such appointment, within 30 days after the
retiring  Agent's  giving  notice  of  resignation,  then  the
retiring  Agent  may,  on  behalf of the  Lenders,  appoint  a
successor Agent, which shall be one of the Lenders or  another
financial institution which shall (i) be reasonably acceptable
to  the  Borrower, (ii) be organized under  the  laws  of  the
United States and (iii) have a combined capital and surplus of
at least $500,000,000.  Upon the acceptance of any appointment
as  Agent hereunder by a successor Agent, such successor Agent
shall  be  entitled  to receive from the retiring  Agent  such
documents  of transfer and assignment as such successor  Agent
may  reasonably  request, and shall thereupon succeed  to  and
become  vested with all rights, powers, privileges, and duties
of  the  retiring  Agent,  and the  retiring  Agent  shall  be
discharged   from  its  duties  and  obligations  under   this
Agreement and the other Loan Documents.

           SECTION 8.5.        Loans by the Agent.  The  Agent
shall have the same rights and powers with respect to (a)  the
Loans  made by it or any of its Affiliates and (b)  the  Notes
held  by  it or any of its Affiliates, as any Lender  and  may
exercise the same as if it were not the Agent.

           SECTION 8.6.        Credit Decisions.  Each  Lender
acknowledges that it has, independently of the Agent and  each
other Lender, and based on such financial information and such
other  documents,  information and investigations  as  it  has
deemed appropriate, made its own credit decision to extend its
Commitments, to make the Loans.  Each Lender also acknowledges
that  it  will,  independently of the  Agent  and  each  other
Lender,  and  based on such other documents,  information  and
investigations  as  it  shall deem appropriate  at  any  time,
continue to make its own credit decisions as to exercising  or
not  exercising  from time to time any rights  and  privileges
available  to  it  under  this Agreement  or  any  other  Loan
Document.

           SECTION  8.7.        Copies, etc.  The Agent  shall
give  prompt notice to each Lender of each notice  or  request
required or permitted to be given to the Agent by the Borrower
pursuant  to  the  terms of this Agreement.   The  Agent  will
distribute  to  each Lender each Instrument received  for  its
account and copies of all other communications received by the
Agent from the Borrower for distribution to the Lenders by the
Agent   in  accordance  with  the  terms  of  this  Agreement.
Notwithstanding anything herein contained to the contrary, all
notices  to  and communications with the Borrower  under  this
Agreement  and the other Loan Documents shall be  effected  by
the Lenders through the Agent.

                          ARTICLE 9.
                               
                         MISCELLANEOUS

           SECTION 9.1.        Waivers, Amendments, etc.   (a)
The provisions of this Agreement and of each Loan Document may
from  time  to  time be amended, modified or waived,  if  such
amendment,  modification or waiver is in writing and,  (x)  in
the  case of an amendment or modification, is consented to  by
the Borrower and the Required Lenders and (y) in the case of a
waiver  of  any obligation of the Borrower or compliance  with
any  prohibition contained in this Agreement or any other Loan
Document,  is consented to by the Required Lenders;  provided,
however, that no such amendment, modification or waiver:

           (i)   which would modify any requirement  hereunder
     that any particular action be taken by all the Lenders or
     by   the  Required  Lenders  shall  be  effective  unless
     consented to by each Lender;

          (ii) which would modify this Section 9.1, change the
     definition of "Required Lenders," increase the  Revolving
     Loan  Commitment Amount or change any Percentage for  any
     Lender,  reduce any fees payable to the Lenders described
     in  Article  2  and Article 3, extend the Revolving  Loan
     Commitment Termination Date, release material amounts  of
     Collateral,  change  the  interest  rates  set  forth  in
     Article  3,  or  subject  any Lender  to  any  additional
     obligations  shall be made without the  consent  of  each
     Lender;

           (iii)      which would extend the due date for,  or
     reduce  the  amount  of,  any payment  or  prepayment  of
     principal  of  or  interest on any Loan  (or  reduce  the
     principal  amount of or  rate of interest  on  any  Loan)
     shall  be made without the consent of the holder  of  the
     Note evidencing such Loan; or

           (iv)  which  would affect adversely the  interests,
     rights, compensation or obligations of the Agent qua  the
     Agent shall be made without consent of the Agent.

           (b)   No failure or delay on the part of the Agent,
any  Lender or the holder of any Note in exercising any  power
or right under this Agreement or any other Loan Document shall
operate  as a waiver thereof, nor shall any single or  partial
exercise  of  any such power or right preclude  any  other  or
further exercise thereof or the exercise of any other power or
right.   No  notice to or demand on the Borrower in  any  case
shall  entitle it to any notice or demand in similar or  other
circumstances.   No  waiver  or approval  by  the  Agent,  any
Lender, or the holder of any Note under this Agreement or  any
other  Loan Document shall, except as may be otherwise  stated
in  such  waiver  or  approval, be  applicable  to  subsequent
transactions.   No waiver or approval hereunder shall  require
any  similar  or  dissimilar  waiver  or  Regulatory  Approval
thereafter to be granted hereunder.

          (c)  Neither any Lender nor the Agent shall be under
any  obligation to marshal any assets in favor of the Borrower
or  any other party or against or in payment of any or all  of
the  Obligations.  Recourse for security shall not be required
at  any time.  To the extent that the Borrower makes a payment
or  payments to the Agent or the Lenders, or the Agent or  the
Lenders  enforce  their security interests or  exercise  their
rights of setoff, and such payment or payments or the proceeds
of  such  enforcement  or  setoff  or  any  part  thereof  are
subsequently for any reason invalidated, set aside or required
to  be  repaid to a trustee, receiver or any other party under
any  bankruptcy  law,  state or federal  law,  common  law  or
equitable  cause,  then to the extent of  such  recovery,  the
obligation   or  part  thereof  originally  intended   to   be
satisfied, and all Liens, rights and remedies therefor,  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.

           SECTION 9.2.        Notices.  All notices hereunder
shall  be  in writing or by telecopy and shall be sufficiently
given  to  the Agent, the Lenders or the Borrower if addressed
or delivered to them at the following addresses:


If to the Agent:         ING Capital
                    135 East 57th Street
                    New York, New York  10022
                    Attention:  Chief Credit Officer
                    Telecopier No.:  (212) 750-8935

with copies to:               ING Capital
                    Atlanta Office
                    200 Galleria Parkway, N.W.
                    Suite 950
                    Atlanta, Georgia  30339
                    Attention: John N. Lanier
                    Telecopier No.:  (770) 951-1005

and a copy to:           King & Spalding
                    191 Peachtree Street
                    Atlanta, Georgia  30303-1763
                    Attention: Walter W. Driver, Jr., Esq.
                    Telecopier No.:  (404) 572-5100

If to any other Lender:   At its address set forth beneath its
                    name on the signature pages hereof

If to the Borrower       Headway Corporate Resources, Inc.
                    850 Third Avenue
                    New York, New York 10022
                    Attention: Mr. Barry S. Roseman
                    Telecopier No.: (212) 508-3540

with a copy to:               Christy & Viener
                    620 Fifth Avenue
                    New York, New York 10020
                    Attention: Richard B. Salomon, Esq.
                    Telecopier No.: (212) 632-5555

or  at  such other address as any party may designate  to  any
other   party  by  written  notice.   All  such  notices   and
communications  shall be deemed to have been duly  given:   at
the  time  delivered  by hand, if personally  delivered;  when
received,  if  deposited in the mail,  postage  prepaid;  when
transmission  is  verified, if telecopied;  and  on  the  next
Business   Day,  if  timely  delivered  to  an   air   courier
guaranteeing overnight delivery.

            SECTION  9.3.         Costs  and  Expenses.    The
Borrower  agrees to pay all reasonable out-of-pocket  expenses
of  the  Agent  (including reasonable  fees  and  expenses  of
counsel  to the Agent, or of any consultants or other  experts
retained by the Agent) in connection with (i) the negotiation,
preparation,  execution, and delivery of  this  Agreement  and
each  other  Loan Document, including schedules and  exhibits,
and    any   amendments,   waivers,   consents,   supplements,
terminations,   releases  or  other  modifications   to   this
Agreement or any other Loan Document as may from time to  time
hereafter   be   required  whether  or  not  the  transactions
contemplated   hereby   are   consummated,   and   (ii)    the
consideration of legal questions relevant to this Agreement of
any  other Loan Document.  The Borrower also agrees to pay and
hold  the  Agent  and  the Lenders harmless  from  any  stamp,
documentary,  intangibles,  transfer  or  similar   taxes   or
charges, and all recording or filing fees with respect to  the
Loan  Documents or any payments to be made thereunder and  all
title  insurance premiums, surveyors costs and valuation fees,
and to reimburse the Agent and each Lender upon demand for all
reasonable   out-of-pocket  expenses   (including   reasonable
attorneys'  fees and expenses) incurred by the Agent  or  such
Lender  in  enforcing the Obligations of the Borrower  or  any
Subsidiary under this Agreement or any other Loan Document  or
related  Document  or in connection with any restructuring  or
"work-out" of any Obligations.

             SECTION    9.4.           Indemnification.     In
consideration of the execution and delivery of this  Agreement
by  the  Agent and each Lender, the making of the Term  Loans,
the  extension of the Revolving Loan Commitment and the Letter
of   Credit   Commitment,  the  Borrower  hereby  indemnifies,
exonerates and holds the Agent and each Lender, each of  their
respective  successors  and assigns, each  of  the  respective
officers,  directors, employees, attorneys and agents  of  the
Agent  and each Lender and each of their respective successors
and  assigns  (collectively, the "Lender  Parties")  free  and
harmless  from  and  against any and all  actions,  causes  of
action, suits, losses, costs, liabilities (including, but  not
limited to, Environmental Liabilities and Costs), damages  and
expenses (irrespective of whether such Lender Party is a party
to  the action for which indemnification hereunder is sought),
including  reasonable attorneys' fees and  disbursements  (the
"Indemnified Liabilities"), incurred by the Lender Parties  or
any  of them or asserted or awarded against the Lender Parties
or  any of them as a result of, or arising out of, or relating
to:

           (a)  any transaction financed or to be financed  in
whole or in part, directly or indirectly, with the proceeds of
any  Loan  or Letter of Credit, including, without limitation,
the Acquisition;

           (b)  the use of any of the proceeds of the Loans or
Letters of Credit by the Borrower for any other purpose;

           (c)   the  making  of any claim by  any  investment
banking  firm,  broker or third party that it is  entitled  to
compensation  from the Agent or any Lender in connection  with
this  Agreement  (other  than  investment  banking  firms  and
brokers retained by the Agent or any Lender);

           (d)   the  entering  into and performance  of  this
Agreement  and  any other Loan Document by any of  the  Lender
Parties  (other than the breach by such Lender Party  of  this
Agreement or the failure to comply with any applicable law);

           (e)   any  of  the Loan Documents or  any  proposed
acquisition by the Borrower of all or any portion of the stock
or  assets  of  any Person, whether or not the Agent  or  such
Lender is party thereto;

          (f)  the existence of any contaminant, in, under, on
or  otherwise affecting any property owned, used, operated, or
leased by Borrower or any Subsidiary in the past, present,  or
future  or  any  surrounding areas affected by such  property,
regardless  of  whether the existence of  the  contaminant  is
related  to  the  past, present, or future operations  of  the
Borrower  and  its  Subsidiaries,  or  their  predecessors  in
interest  or  any other Person; any Environmental  Liabilities
and  Costs  related to any property owned, used, operated,  or
leased by Borrower or any Subsidiary in the past, present,  or
future; any Environmental Liabilities and Costs related to the
past,  present,  or future operations of the Borrower  or  any
Subsidiaries; any alleged violations of any Environmental  Law
related  to any property owned, used, operated, or  leased  by
Borrower  or any Subsidiary in the past, present,  or  future;
any alleged violations of any Environmental Law related to the
past,  present,  or future operations of the Borrower  or  any
Subsidiaries; the performance of any remedial action  that  is
related  to any property owned, used, operated, or  leased  by
Borrower or any Subsidiaries in the past, present, or  future;
the  performance of any remedial action that is related to the
past,  present,  or future operations of the Borrower  or  any
Subsidiaries; and the imposition of any Lien on  any  property
affected  by this Agreement or any of the other Loan Documents
arising from any Environmental Liabilities or Costs;

           (g)  the breach in any material respect by Borrower
of  any representation or warranty set forth in this Agreement
or any Loan Document;

           (h)   the  failure  of Borrower to  comply  in  any
material  respect with any term, condition,  or  covenant  set
forth in this Agreement or any Loan Document; or

            (i)   any  claim,  litigation,  investigation   or
proceeding  relating to any of the foregoing, whether  or  not
the  Agent or any Lender (or any of their respective officers,
directors, employees or agents) is a party thereto;

except  for any such Indemnified Liabilities arising  for  the
account of a particular Lender Party by reason of the relevant
Lender Party's material breach of any of its obligations under
this Agreement or any other Loan Document or by reason of  the
relevant  Loans Party's bad faith, gross negligence or  wilful
misconduct,  in each such case as determined by  a  final  and
nonappealable  decision of a court of competent  jurisdiction.
If  and  to the extent that the foregoing undertaking  may  be
unenforceable  for any reason, the Borrower hereby  agrees  to
make  the maximum contribution to the payment and satisfaction
of  each  of  the Indemnified Liabilities which is permissible
under  applicable law.  The foregoing indemnity  shall  become
effective  immediately upon the execution and delivery  hereof
and  shall  remain  operative and in  full  force  and  effect
notwithstanding   the   consummation   of   the   transactions
contemplated hereunder, the repayment of any of the Loans made
hereunder, the invalidity or unenforceability of any  term  or
provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of any Lender or the Agent.
           SECTION  9.5.        Survival.  The obligations  of
the  Borrower  under Sections 2.4, 3.5, 9.3 and 9.4,  and  the
obligations  of the Lenders under Section 8.1, shall  in  each
case   survive   any  termination  of  this  Agreement.    The
representations  and warranties made by the Borrower  in  this
Agreement,  the  Notes and in each other Loan  Document  shall
survive  the  execution and delivery of  this  Agreement,  the
Notes and each such other Loan Document.

           SECTION 9.6.        Severability.  Any provision of
this Agreement, the Notes or any other Loan Document which  is
prohibited or unenforceable in any jurisdiction shall,  as  to
such  jurisdiction,  be  ineffective to  the  extent  of  such
prohibition  or  unenforceability  without  invalidating   the
remaining  provisions of this Agreement,  the  Notes  or  such
other   Loan   Document   or   affecting   the   validity   or
enforceability of such provision in any other jurisdiction.

           SECTION 9.7.        Headings.  The various headings
of  this  Agreement, the Notes and of each other Loan Document
are  inserted  for convenience only and shall not  affect  the
meaning or interpretation of this Agreement, the Notes or such
other Loan Document or any provisions hereof or thereof.

           SECTION  9.8.         Counterparts,  Effectiveness,
etc.  This Agreement may be executed by the parties hereto  in
several counterparts, each of which shall be deemed to  be  an
original  and all of which shall constitute together  but  one
and the same agreement.  This Agreement shall become effective
when  counterparts hereof executed on behalf of  the  Borrower
and  each Lender (or notice thereof satisfactory to the Agent)
shall have been received by the Agent and notice thereof shall
have been given by the Agent to the Borrower and each Lender.

          SECTION 9.9.        Governing Law; Entire Agreement.
THIS  AGREEMENT  AND THE NOTES SHALL EACH BE DEEMED  TO  BE  A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS  OF  THE
STATE  OF  NEW YORK.  This Agreement, the Notes and the  other
Loan  Documents constitute the entire understanding among  the
parties  hereto with respect to the subject matter hereof  and
supersede any prior agreements, written or oral, with  respect
thereto.

          (b)  EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY
SUBMITS  TO THE JURISDICTION OF ANY NEW YORK STATE OR  FEDERAL
COURT  SITTING IN NEW YORK IN ANY ACTION OR PROCEEDING ARISING
OUT  OF  OR  RELATING  TO THIS AGREEMENT  OR  ANY  OTHER  LOAN
DOCUMENT  OR  RELATED  DOCUMENT, AND EACH  HEREBY  IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY  BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL
COURT.   THE BORROWER AGREES THAT SUCH JURISDICTION  SHALL  BE
EXCLUSIVE  WITH  RESPECT  TO  ANY SUCH  ACTION  OR  PROCEEDING
BROUGHT BY IT AGAINST THE AGENT OR ANY  LENDER.  EACH PARTY TO
THIS  AGREEMENT  HEREBY  IRREVOCABLY WAIVES,  TO  THE  FULLEST
EXTENT   IT  MAY  EFFECTIVELY  DO  SO,  THE  DEFENSE  OF   ANY
INCONVENIENT  FORUM  TO  THE MAINTENANCE  OF  SUCH  ACTION  OR
PROCEEDING.

           (c)   The  Borrower hereby irrevocably  designates,
appoints  and  empowers CT Corporation System,  whose  present
address  is  1633 Broadway, New York, New York 10019,  as  its
authorized  agent to receive, for and on its  behalf  and  its
property, service of process in the State of New York when and
as  such  legal actions or proceedings may be brought  in  the
courts  of  the State of New York or of the United  States  of
America sitting in New York, and such service of process shall
be  deemed complete upon the date of delivery thereof to  such
agent  whether or not such agent gives notice thereof  to  the
Borrower, or upon the earliest of any other date permitted  by
applicable law.  The Borrower shall furnish the consent of  CT
Corporation System so to act to the Agent on or prior  to  the
Closing  Date.  It is understood that a copy of  said  process
served  on such agent will as soon as practicable be forwarded
to  the  Borrower,  at its address set forth  below,  but  its
failure  to receive such copy shall not affect in any way  the
service  of  said process on said agent as the  agent  of  the
Borrower.  The Borrower irrevocably consents to the service of
process  out of any of the aforementioned courts in  any  such
action  or proceeding by the mailing of the copies thereof  by
certified mail, return receipt requested, postage prepaid,  to
it  at  its  address set forth herein, such service to  become
effective  upon the earlier of (i) the date 10  calendar  days
after  such  mailing  or (ii) any earlier  date  permitted  by
applicable law.  The Borrower agrees that it will at all times
continuously maintain an agent to receive service  of  process
in  the  State  of  New  York  on behalf  of  itself  and  its
properties  and in the event that, for any reason,  the  agent
named  above  or its successor shall no longer  serve  as  its
agent  to receive service of process in the State of New  York
on  its  behalf, it shall promptly appoint a successor  so  to
serve and shall advise the Agent and the Lenders thereof  (and
shall  furnish to the Agent the consent of any successor agent
so  to  act).   Nothing in this Section 9.9 shall  affect  the
right  of the Agent or any Lender to bring proceedings against
the  Borrower  in the courts of any other jurisdiction  or  to
serve process in any other manner permitted by applicable law.

            SECTION  9.10    Successors  and  Assigns.    This
Agreement shall be binding upon and shall inure to the benefit
of  the  parties  hereto and their respective  successors  and
assigns;  provided, however, that the Borrower may not  assign
or  transfer  its rights or obligations hereunder without  the
prior  written consent of all Lenders; and the rights of sale,
assignment and transfer of the Lenders are subject to  Section
9.11.

           SECTION  9.11.  Sale and Transfers, Participations,
etc.

           (a)  Any Lender may at any time sell to one or more
Participants  participating  interests in any  Loan  owing  to
such  Lender,  any  Note held by such Lender,  the  Term  Loan
Commitment or the Revolving Loan Commitment or the  Letter  of
Credit  Commitment  of such Lender, or any other  interest  of
such  Lender under this Agreement.  In the event of  any  such
sale  by a Lender of participating interests to a Participant,
such  Lender's obligations under this Agreement  shall  remain
unchanged and such Lender shall remain solely responsible  for
the  performance thereof, such Lender shall remain the  holder
of any such Note for all purposes under this Agreement and the
other  Loan  Documents, and the Borrower and the  Agent  shall
continue  to  deal  solely and directly with  such  Lender  in
connection  with  such Lender's rights and  obligations  under
this  Agreement  and the other Loan Documents.   The  Borrower
agrees  that  if amounts outstanding under this Agreement  and
the  Notes  are due or unpaid, or shall have been declared  or
shall  have become due and payable upon the occurrence  of  an
Event of Default, each Participant shall be deemed to have the
right  of  setoff in respect of its participating interest  in
amounts  owing under this Agreement and any Note to  the  same
extent  as  if  the amount of its participating interest  were
owing directly  to it as a Lender under this Agreement or  any
Note,  provided that such right of setoff shall be subject  to
the approval of the Required Lenders and to the obligations of
such  Participant to share with the Lenders, and  the  Lenders
agree  to share with such Participant, as provided in  Section
3.8  as  if  the Participant were a Lender hereunder  and  the
Borrower  shall  have been notified of the name,  address  and
amount  of  such Participant's participating interest  in  the
Loans and the Commitments.  The Borrower also agrees that each
Participant  shall be entitled to the benefits of (i)  Section
9.4  and  (ii)  Sections  2.4 and 3.7,  with  respect  to  its
participation  in  the Commitments and the  Loans  outstanding
from  time  to  time; provided, that no Participant  shall  be
entitled  to  receive  any  greater  amount  pursuant  to  the
Sections  referred  to  in  clauses  (i)  and  (ii)  than  the
transferor  Lender  would have been  entitled  to  receive  in
respect of the amount of the participation transferred by such
transferor  Lender to such Participant had  no  such  transfer
occurred.

           (b)   With  the  consent of the Agent  and,  if  no
Default  exists and is continuing, the consent of the Borrower
(which consent shall not be unreasonably withheld or delayed),
any  Lender may at any time sell to any Purchasing Lender  all
or  any  part in a minimum amount of $2,500,000, of its rights
and  obligations  under  this Agreement,  the  Notes  and  any
Letters of Credit  pursuant to a Transfer Supplement, executed
by  such Purchasing Lender, such transferor Lender, the  Agent
and  the  Borrower.  Upon (i) such execution of such  Transfer
Supplement, and (ii) delivery of a fully executed copy thereof
to  the Borrower, such Purchasing Lender shall for all purpose
be  a  Lender party to this Agreement and shall have  all  the
rights  and  obligations of a Lender under this Agreement,  to
the same extent as if it were an original party hereto, with a
Percentage of the Revolving Loan Commitment Amount, Term Loans
and the Letter of Credit Commitment set forth in such Transfer
Supplement, and no further consent or action by the  Borrower,
the  Lenders  or the Agent shall be required.   Such  Transfer
Supplement   shall  be deemed to amend this Agreement  to  the
extent,  and  only  to the extent, necessary  to  reflect  the
addition   of   such  Purchasing  Lender  and  the   resulting
adjustment  of Percentages arising from the purchase  by  such
Purchasing  Lender  of  all or a portion  of  the  rights  and
obligations of such transferor Lender under this Agreement and
the  Notes.   Upon  the  consummation of  any  transfer  to  a
Purchasing  Lender  pursuant  to  this  paragraph   (b),   the
transferor  Lender,  the  Agent and the  Borrower  shall  make
appropriate  arrangements  so that, if  required,  replacement
Notes  are issued to such transferor Lender and new  Notes  to
the  Purchasing Lender in the amount equal to their respective
Commitments  and outstanding Loans, as appropriately  adjusted
pursuant to such Transfer Supplement.

           (c)   The  Agent  shall  maintain  at  its  address
referred   to  herein  a  copy  of  each  Transfer  Supplement
delivered  to it and the Register for the recordation  of  the
names and addresses of the Lenders and the Commitments of, and
principal amount of the Loans owing to, each Lender from  time
to  time.  The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Agent and
the  Lenders  may treat each Person whose name is recorded  in
the  Register as the owner of the Loans recorded  therein  for
all  purposes  of  this  Agreement.   The  Register  shall  be
available for inspection by the Borrower or any Lender at  any
reasonable  time  and from time to time upon reasonable  prior
notice.

           (d)   Upon  its  receipt of a  Transfer  Supplement
executed  by  a transferor Lender, the Agent and a  Purchasing
Lender together with payment by such Purchasing Lender to  the
Agent, for the account of the Agent and not for the account of
the  Lenders, of a registration and processing fee of  $2,500,
and  the Notes subject to such Transfer Supplement, the  Agent
shall  (i)  accept such Transfer Supplement, (ii)  record  the
information  therein  in the Register and  (iii)  give  prompt
notice  of such acceptance and recordation to the Lenders  and
the Borrower.

          (e)  If, pursuant to this Section 9.11, any interest
in   this  Agreement  or  any  Note  is  transferred  to   any
Participant or Purchasing Lender which is organized under  the
laws  of any jurisdiction other than the United States or  any
State   thereof,  the  transferor  Lender  shall  cause   such
Participant  or  Purchasing  Lender,  concurrently  with   the
effectiveness  of  such  transfer, (i)  to  represent  to  the
transferor  Lender (for the benefit of the transferor  Lender,
the  Agent  and  the Borrower) that under applicable  law  and
treaties  no  taxes  will be required to be  withheld  by  the
Agent,  the Borrower or the transferor Lender with respect  to
any  payments  to  be made to such Participant  or  Purchasing
Lender in respect of the Loans or Commitments, (ii) to furnish
to  the  transferor  Lender, the Agent and  the  Borrower  two
properly executed original Internal Revenue Service Forms 4224
or  1001  (or  any  successor  forms)  and  properly  executed
Internal  Revenue Service Forms W-8 and W-9, as the  case  may
be,  (wherein  such  Participant or Purchasing  Lender  claims
entitlement  to   complete exemption from  the  United  States
federal withholding tax on all interest payments hereunder and
all  fees  payable under Section 2.4) and (iii) to agree  (for
the  benefit  of  the transferor Lender,  the  Agent  and  the
Borrower) to provide the transferor Lender, the Agent and  the
Borrower new Internal Revenue Service Forms 4224 or 1001  upon
the  expiration  or  obsolescence of any previously  delivered
form  or after the occurrence of any event requiring a  change
in  the  most  recent forms delivered by it to the  Transferor
Lender,  the Agent and the Borrower, and comparable statements
in   accordance  with  applicable  United  States   laws   and
regulations and amendments duly executed and completed by such
Participant or Purchasing Lender, and to comply from  time  to
time  with  all applicable United States laws and  regulations
with regard to such withholding tax exemption.

           (f)   Notwithstanding anything to the contrary  set
forth in this Section 9.11, (i) any Lender may sell to any  of
its  Affiliates all or any part of its rights and  obligations
under  this  Agreement and the Notes (provided  that  no  such
Affiliate  shall  be  entitled to receive any  greater  amount
pursuant to Sections 2.4 or 3.7 than that which the transferor
Lender  would have been entitled to receive in respect of  the
amount so assigned by such transferor Lender to such Affiliate
had  no  such transfer occurred) and, upon the occurrence  and
during the continuance of an Event of Default, any Lender  may
sell  to  any Purchasing Lender all or any part of its  rights
and  obligations under this Agreement and the Notes, in either
case  notwithstanding that the Borrower has not  or  does  not
consent  to  such sale, provided such Lender has obtained  the
consent  of the Agent and otherwise meets the requirements  of
this  Section 9.11 and (ii) any Lender may create  a  security
interest  in  all  or  any portion of its  rights  under  this
Agreement (including the Loans owing to it and the notes  held
by it) in favor of the Federal Reserve Bank in accordance with
Regulation A of the F.R.S. Board.

            SECTION   9.12.    Other  Transactions.    Nothing
contained herein shall preclude the Agent or any other  Lender
from  engaging  in  any  transaction,  in  addition  to  those
contemplated  by  this Agreement or any other  Loan  Document,
with  the  Borrower  or  any of its Affiliates  in  which  the
Borrower  or  such  Affiliate is not  restricted  hereby  from
engaging with any other Person.

          SECTION 9.13.  Confidentiality.  The Lenders and the
Agent  shall  hold all non-public, proprietary or confidential
information  (which  has  been  identified  as  such  by   the
Borrower)  obtained  pursuant  to  the  requirements  of  this
Agreement  in  accordance with their customary procedures  for
handling  confidential  information  of  this  nature  and  in
accordance with safe and sound banking practices; however, the
Lenders  and  the  Agent  may  make  disclosure  of  any  such
information  to  its examiners, Affiliates, outside  auditors,
counsel,   consultants,  appraisers  and  other   professional
advisors  in connection with this Agreement or as required  by
any  proposed  syndicate member or any proposed transferee  or
participant  in connection with the contemplated  transfer  of
any  Note or participation therein or as required or requested
by  any Governmental Authority or representative thereof or in
connection with the enforcement hereof or of any Loan Document
or  related  document or pursuant to legal process;  provided,
however,  that any such proposed syndicate member or  proposed
transferee or participant shall have agreed in writing for the
Borrower's  benefit to be bound by the terms of  this  Section
9.13.  In no event shall any Lender or the Agent be  obligated
or  required to return any materials furnished to  it  by  the
Borrower.

          SECTION 9.14.  Change in Accounting Principles.  If

          (a)  any changes in accounting principles from those
used  in  the preparation of the financial statements referred
to in clause (a)(i) of Section 5.4 hereafter occur as a result
of  the promulgation of rules, regulations, pronouncements  or
opinions  by the Financial Accounting Standards Board  or  the
American   Institute  of  Certified  Public  Accountants   (or
successors thereto or agencies with similar functions)  result
in  a  change  in  the  method  of  calculation  of  financial
covenants, standards or terms found in this Agreement; or

           (b)   there is any change in the Borrower's  Fiscal
Year with the Required Lenders' prior written consent pursuant
to Section 6.2.16 hereof;

the  parties hereto agree to enter into negotiations in  order
to amend such financial covenants, standards or terms so as to
equitably  reflect such changes with the desired  result  that
the evaluations of the Borrower's financial condition shall be
the  same  after such changes as if such changes had not  been
made.

           SECTION  9.15.   Waiver of Jury  Trial,  Etc.   THE
AGENT,   THE   LENDERS  AND  THE  BORROWER  HEREBY  KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY  HAVE
TO  A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
OR  ARISING  OUT  OF,  UNDER,  OR  IN  CONNECTION  WITH,  THIS
AGREEMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE
OF  CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL  OR
WRITTEN),  OR  ACTIONS  OF THE AGENT,  SUCH  LENDERS,  OR  THE
BORROWER.   THIS  PROVISION IS A MATERIAL INDUCEMENT  FOR  THE
AGENT AND SUCH LENDERS ENTERING INTO THIS AGREEMENT.

          SECTION 9.16.  Limitation of Liability.  Neither the
Agent,  the Lenders nor any Affiliate thereof shall  have  any
liability  with  respect to, and THE BORROWER  HEREBY  WAIVES,
RELEASES  AND  AGREES  NOT  TO SUE UPON,  ANY  CLAIM  FOR  ANY
SPECIAL,   INDIRECT,  PUNITIVE,  EXEMPLARY  OR   CONSEQUENTIAL
DAMAGES  SUFFERED BY THE BORROWER IN CONNECTION WITH,  ARISING
OUT  OF,  OR  IN ANY WAY RELATED TO THIS AGREEMENT,  THE  LOAN
DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREIN, OR  ANY  ACT,
OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH.

              SECTION    9.17.     Usury    Savings    Clause.
Notwithstanding anything to the contrary in this Agreement  or
any  other Loan Document, if at any time any rate of  interest
accruing  on any Obligation, when aggregated with all  amounts
payable by the Borrower or any other Loan Party under  any  of
the Loan Documents that are deemed or construed to be interest
accrued  or accruing on such Obligation under applicable  law,
exceeds the highest rate of interest permissible under any law
which  a  court of competent jurisdiction shall,  in  a  final
determination, deem applicable to such Lender with respect  to
such  Obligation (each a "Maximum Lawful Rate"), then in  such
event  and  so  long as the Maximum Lawful Rate  would  be  so
exceeded,  such  rate  of interest shall  be  reduced  to  the
Maximum  Lawful Rate; provided that if at any time  thereafter
such  rate  of interest accruing on Obligations held  by  such
Lender  is  less  than the Maximum Lawful Rate,  the  Borrower
shall  continue to pay interest to such Lender at the  Maximum
Lawful Rate until such time as the total interest received  by
such  Lender in respect of the Obligations held by it is equal
to  the  total interest which such Lender would have  received
had  interest on all Obligations held by such Lender (but  for
the  operation  of  this Section 9.17)  accrued  at  the  rate
otherwise  applicable under this Agreement and the other  Loan
Documents.   Thereafter, interest payable to  such  Lender  in
respect  of  the Obligations held by it shall  accrue  at  the
applicable  rate  set forth in this Agreement  or  other  Loan
Documents unless and until such rate again exceeds the Maximum
Lawful  Rate,  in  which event this Section 9.17  shall  again
apply.  In no event, shall the total interest received by  any
Lender  pursuant to the terms hereof exceed the  amount  which
such  Lender  could lawfully have received had  interest  been
calculated for the full term of this Agreement at the  Maximum
Lawful  Rate.   In the event that the Maximum Lawful  Rate  is
calculated  pursuant to this Section 9.17, (a) if required  by
applicable law, such interest shall be calculated at  a  daily
rate equal to the Maximum Lawful Rate divided by the number of
days in the year in which such calculation is made, and (b) if
permitted  by  applicable law, the Borrower  and  such  Lender
shall  (i)  characterize  any  non-principal  payment  as   an
expense, fee or premium rather than as interest, (ii)  exclude
voluntary  prepayments  and  the  effect  thereof,  and  (iii)
amortize,  prorate, allocate and spread in  equal  or  unequal
parts  the  total  amount of interest  throughout  the  entire
contemplated term of the Loans so that interest for the entire
term  of  the Loans shall not exceed the Maximum Lawful  Rate.
In   the   event  that  a  court  of  competent  jurisdiction,
notwithstanding the provisions of this Section 9.17 shall make
a final determination that any Lender has received interest in
excess  of the Maximum Lawful Rate, such Lender shall, to  the
extent  permitted  by  applicable  law,  promptly  apply  such
excess,  first to any interest due and outstanding under  this
Agreement  and  the  other  Loan  Documents,  second  to   any
principal due and payable under this Agreement and the  Notes,
third  to  the  remaining principal amount of  the  Notes  and
fourth  to  other unpaid Obligations held by such Lender,  and
thereafter  shall refund any excess to the Borrower  or  as  a
court of competent jurisdiction may otherwise order.
           IN  WITNESS WHEREOF, the parties hereto have caused
this  Agreement  to  be executed by their respective  officers
thereunto  duly authorized as of the day and year first  above
written.

                         HEADWAY CORPORATE RESOURCES, INC.


                              By:  /s/
                              Name:
                              Title:

                              Attest:  /s/
                              Name:
                              Title:
                         
Percentage
35%   -   Revolving                     ING   (U.S.)   CAPITAL
CORPORATION,
35% - Term Loan A, Term            as Agent and as Lender
     Loan B, and Term Loan C
35.% - Letter of Credit
                              By:  /s/
                                   Name:
                                   Title:

                              FIRST SOURCE FINANCIAL LLP

                               BY:   FIRST  SOURCE  FINANCIAL,
INC.,
                                   as its Agent/Manager
Percentage
30% - Revolving
30% - Term Loan A,                 By:  /s/
           Term Loan B, and Term Loan C Name:
30% - Letter of Credit                  Title:

                                                  TRANSAMERICA
                              BUSINESS CREDIT CORPORATION
Percentage
35% - Revolving
35% - Term Loan A,                 By: /s/
           Term Loan B, and Term Loan C Name:
35% - Letter of Credit                  Title: