EXHIBIT 10.14

                         CREDIT AGREEMENT


                            Dated as of


                          April 17, 2000


                               among


                      PEGASUS SYSTEMS, INC.,
                            as Borrower


                     The Lenders Party Hereto,


                                and


            CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                      as Administrative Agent

                     ________________________

                      CHASE SECURITIES INC.,
                 as Lead Arranger and Book Manager

<PAGE>

                         TABLE OF CONTENTS

                                                               Page
                                                               ----
 ARTICLE I

      Definitions................................................1
      SECTION 1.01  Defined Terms................................1
      SECTION 1.02  Terms Generally.............................15
      SECTION 1.03  Accounting Terms; GAAP......................16

 ARTICLE II

      The Credits...............................................16
      SECTION 2.01  Commitments.................................16
      SECTION 2.02  Loans and Borrowings........................16
      SECTION 2.03  Requests for Borrowings.....................17
      SECTION 2.04  Funding of Borrowings.......................18
      SECTION 2.05  Interest Elections..........................18
      SECTION 2.06  Termination and Reduction of Commitments....20
      SECTION 2.07  Repayment of Loans; Evidence of Debt........20
      SECTION 2.08  Prepayment of Loans.........................21
      SECTION 2.09  Fees........................................21
      SECTION 2.10  Interest....................................22
      SECTION 2.11  Taxes.......................................23
      SECTION 2.12  Payments Generally; Pro Rata Treatment;
                    Sharing of Set-offs.........................24
      SECTION 2.13  Mitigation Obligations; Replacement
                    of Lenders..................................25

 ARTICLE III

      Yield Protection and Illegality...........................26
      SECTION 3.01  Increased Costs.............................26
      SECTION 3.02  Alternate Rate of Interest..................27
      SECTION 3.03  Illegality..................................27
      SECTION 3.04  Treatment of Affected Borrowings............27
      SECTION 3.05  Break Funding Payments......................28

 ARTICLE IV

      Security..................................................29
      SECTION 4.01  Collateral..................................29
<PAGE>

 ARTICLE V

      Representations and Warranties............................29
      SECTION 5.01  Organization; Powers........................29
      SECTION 5.02  Authorization; Enforceability...............30
      SECTION 5.03  Governmental Approvals; No Conflicts........30
      SECTION 5.04  Financial Condition; No Material
                    Adverse Change..............................30
      SECTION 5.05  Properties..................................31
      SECTION 5.06  Litigation and Environmental Matters........31
      SECTION 5.07  Compliance with Laws and Agreements.........32
      SECTION 5.08  Investment and Holding Company Status.......32
      SECTION 5.09  Taxes.......................................32
      SECTION 5.10  ERISA.......................................32
      SECTION 5.11  Disclosure..................................32
      SECTION 5.12  Year 2000...................................33
      SECTION 5.13  Indebtedness................................33
      SECTION 5.14  Subsidiaries................................33
      SECTION 5.15  Inventory...................................33
      SECTION 5.16  Patents, Trademarks and Copyrights..........33
      SECTION 5.17  Margin Securities...........................34
      SECTION 5.18  Labor Matters...............................34
      SECTION 5.19  Solvency....................................34
      SECTION 5.20  Burdensome Agreements.......................34

 ARTICLE VI

      Conditions................................................35
      SECTION 6.01  Effective Date..............................35
      SECTION 6.02  Each Credit Event...........................38

 ARTICLE VII

      Affirmative Covenants.....................................38
      SECTION 7.01  Financial Statements and Other Information..38
      SECTION 7.02  Notices of Material Events..................40
      SECTION 7.03  Existence; Conduct of Business..............40
      SECTION 7.04  Payment of Obligations......................40
      SECTION 7.05  Maintenance of Properties...................40
      SECTION 7.06  Books and Records; Inspection Rights........40
      SECTION 7.07  Insurance...................................41
      SECTION 7.08  Compliance with Laws........................41
      SECTION 7.09  Use of Proceeds.............................41
      SECTION 7.10  Compliance with Agreements..................41
      SECTION 7.11  Additional Subsidiaries.....................41
      SECTION 7.12  Real Property...............................42
      SECTION 7.13  Further Assurances..........................42
<PAGE>

 ARTICLE VIII

      Negative Covenants........................................42
      SECTION 8.01  Indebtedness................................42
      SECTION 8.02  Liens.......................................43
      SECTION 8.03  Fundamental Changes.........................43
      SECTION 8.04  Investments, Loans, Advances, Guarantees
                    and Acquisitions............................44
      SECTION 8.05  Hedging Agreements..........................44
      SECTION 8.06  Restricted Payments; Certain Payments of
                    Indebtedness................................45
      SECTION 8.07  Transactions with Affiliates................45
      SECTION 8.08  Restrictive Agreements......................45
      SECTION 8.09  Disposition of Assets.......................46
      SECTION 8.10  Sale and Leaseback..........................46
      SECTION 8.11  Accounting..................................46
      SECTION 8.12  Amendment of Material Documents.............47
      SECTION 8.13  Preferred Equity Interests..................47

 ARTICLE IX

      Financial Covenants.......................................47
      SECTION 9.01  Consolidated Leverage Ratio.................47
      SECTION 9.02  Consolidated Fixed Charge Coverage Ratio....47
      SECTION 9.03  Liquidity...................................47

 ARTICLE X

      Events of Default.........................................47
      SECTION 10.01  Default....................................47
      SECTION 10.02  Performance by the Administrative Agent....50

 ARTICLE XI

      The Administrative Agent..................................50

 ARTICLE XII

      Miscellaneous.............................................52
      SECTION 12.01  Notices....................................52
      SECTION 12.02  Waivers; Amendments........................53
      SECTION 12.03  Expenses; Indemnity; Damage Waiver.........54
      SECTION 12.04  Successors and Assigns.....................55
      SECTION 12.05  Survival...................................57
      SECTION 12.06  Counterparts; Effectiveness................58
      SECTION 12.07  Severability...............................58
      SECTION 12.08  Right of Setoff............................58
      SECTION 12.09  GOVERNING LAW; VENUE; SERVICE OF PROCESS...58
      SECTION 12.10  WAIVER OF JURY TRIAL.......................59
      SECTION 12.11  Headings...................................59
      SECTION 12.12  Confidentiality............................59
      SECTION 12.13  Maximum Interest Rate......................60
      SECTION 12.14  Non-Application of Chapter 346 of Texas
                     Finance Code...............................60
      SECTION 12.15  NO ORAL AGREEMENTS.........................60
      SECTION 12.16  No Fiduciary Relationship..................61
      SECTION 12.17  Construction...............................61
<PAGE>


                         CREDIT AGREEMENT


           THIS CREDIT AGREEMENT  (this "Agreement")  dated as  of April  __,
 2000, among PEGASUS SYSTEMS,  INC., as Borrower,  the LENDERS party  hereto,
 and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent.

           The parties hereto agree as follows:


                             ARTICLE I

                            Definitions


           SECTION 1.1. Defined Terms.   As  used  in  this  Agreement,   the
 following terms have the meanings specified below:

           "ABR", when used in reference to any Loan or Borrowing, refers  to
 whether such  Loan, or  the Loans  comprising  such Borrowing,  are  bearing
 interest at a rate determined by reference to the Alternate Base Rate.

           "Acquisition"  means  any   transaction  or   series  of   related
 transactions  for  the  direct  or   indirect  (a) acquisition  of  all   or
 substantially all  of  the property  of  a Person,  or  of any  business  or
 division of a  Person, (b) acquisition  of in excess  of 50%  of the  Equity
 Interests of  any  Person, or  otherwise  causing  any Person  to  become  a
 Subsidiary, or (c) a merger or consolidation  or any other combination  with
 another Person.

           "Acquisition Documents" means all  documents executed or  provided
 in connection with any Acquisition.

           "Adjusted  LIBO  Rate"  means,  with  respect  to  any  Eurodollar
 Borrowing for  any Interest  Period, an  interest  rate per  annum  (rounded
 upwards, if necessary, to the  next 1/16 of 1%)  equal to (a) the LIBO  Rate
 for such Interest Period multiplied by (b) the Statutory Reserve Rate.

           "Administrative  Agent"  means  Chase  Bank  of  Texas,   National
 Association, in  its  capacity  as  administrative  agent  for  the  Lenders
 hereunder.

           "Administrative    Questionnaire"    means    an    Administrative
 Questionnaire in a form supplied by the Administrative Agent.

           "Affiliate" means,  with respect  to a  specified Person,  another
 Person that  directly, or  indirectly through  one or  more  intermediaries,
 Controls or is  Controlled by  or is under  common Control  with the  Person
 specified.

           "Alternate Base Rate" means, for any  day, a rate per annum  equal
 to the greatest of (a) the Prime Rate in effect on such day, (b) the CD Rate
 plus 1% and (c) the Federal Funds Effective Rate in effect on such day  plus
 0.5%.  Any change in the  Alternate Base Rate due to  a change in the  Prime
 Rate, the CD  Rate or the  Federal Funds Effective  Rate shall be  effective
 from and including the effective date of such change in the Prime Rate,  the
 CD Rate or the Federal Funds Effective Rate, respectively.
<PAGE>
           "Applicable Margin" means, for any day, (a) the margin of interest
 over the Base Rate or the  Adjusted LIBO Rate, as the  case may be, that  is
 applicable when the Base Rate or the Adjusted LIBO Rate, as applicable,   is
 determined under this  Agreement, and (b)  the rate per  annum used for  the
 Commitment Fee.

           (a)  From the Closing  Date through the  date that  Administrative
      Agent receives the  Compliance Certificate  and accompanying  financial
      statements for the fiscal period of the Borrower ending June 30,  2000,
      the Applicable Margin shall be  2.00% for Eurodollar Borrowings,  1.00%
      for Base Rate Borrowings and 0.25% for the Commitment Fee.

           (b)  After receipt of the Compliance Certificate and  accompanying
      financial statements for the fiscal period of Borrower  ending June 30,
      2000, (i) the Applicable Margin in effect  at any time (whether in  the
      middle of an  Interest Period  or otherwise)  shall be  based upon  the
      Consolidated Leverage Ratio as  determined from the related  Compliance
      Certificate then most  recently received by  the Administrative  Agent,
      effective as  of the  date received  by the  Administrative Agent,  and
      (ii) the  Applicable  Margin  is  subject  to  adjustment  (upwards  or
      downwards, as appropriate), as stated in the following table:



<TABLE>

         Consolidated Leverage     Applicable    Applicable     Applicable
                 Ratio             Margin for    Margin for     Margin for
                                   Base Rate     Eurodollar     Commitment
                                   Borrowings    Borrowings         Fee
       ------------------------    ----------    ----------     ----------
       <S>                          <C>           <C>              <C>
       Greater than or equal to     1.25%         2.25%            0.50%
       1.50 to 1.00

       Less than 1.50 to 1.00,      1.00%         2.00%            0.25%
       but greater than or equal
       to 1.00 to 1.00

       Less than 1.00 to 1.00,      0.75%         1.75%            0.25%
       but greater than or equal
       to 0.50 to 1.00

       Less than 0.50 to 1.00       0.50%         1.50%            0.25%


</TABLE>
           (c)  If Borrower  fails to  timely furnish  to the  Administrative
      Agent any financial information  and related Compliance Certificate  as
      required by this Agreement, then the maximum Applicable Margin  applies
      from  the  date  such  financial  information  and  related  Compliance
      Certificate are required to be delivered and remain in effect until the
      Borrower furnishes them to the Administrative Agent.

           "Applicable Percentage"  means, with  respect to  any Lender,  the
 percentage of the total Commitments represented by such Lender's Commitment.
 If the  Commitments have terminated  or expired, the Applicable  Percentages
 shall be  determined based  upon the  Commitments most  recently in  effect,
 giving effect to any assignments.
<PAGE>
           "Arranger" means Chase Securities Inc.

           "Assignment and  Acceptance" means  an assignment  and  acceptance
 entered into by  a Lender and  an assignee (with  the consent  of any  party
 whose  consent  is   required  by  Section 12.04),   and  accepted  by   the
 Administrative Agent, in the form of Exhibit "H" or any other form  approved
 by the Administrative Agent.

           "Availability Period"  means the  period  from and  including  the
 Effective Date to  but excluding the  earlier of the  Maturity Date and  the
 date of termination of the Commitments.

           "Board" means the Board of Governors of the Federal Reserve System
 of the United States of America.

           "Borrower" means Pegasus Systems, Inc., a Delaware corporation.

           "Borrowing"  means  Revolving  Loans  of  the  same  Type,   made,
 converted or  continued on  the same  date and,  in the  case of  Eurodollar
 Loans, as to which a single Interest Period is in effect.

           "Borrowing  Request"  means  a  request  by  the  Borrower  for  a
 Borrowing in accordance with Section 2.03.

           "Borrowing Request Form"  means a certificate in substantially the
 form  of  Exhibit "B",  properly  completed  and  signed  by  the   Borrower
 requesting a Borrowing or a conversion or continuation of a Borrowing.

           "Business Day" means  any day that  is not a  Saturday,  Sunday or
 other day  on which  commercial banks  in Dallas,  Texas are  authorized  or
 required by law  to remain closed;  provided that, when  used in  connection
 with a Eurodollar Loan, the term  "Business Day" shall also exclude any  day
 on which banks are not  open for dealings in  dollar deposits in the  London
 interbank market.

           "Capital Expenditures" means, for any period, (a) the additions to
 property, plant and equipment and other capital expenditures of the Borrower
 and its Subsidiaries  that are  (or would be)  set forth  in a  consolidated
 statement of  cash  flows  of  the Borrower  for  such  period  prepared  in
 accordance with GAAP, but excluding expenditures made in connection with the
 replacement, substitution or  restoration of assets  to the extent  financed
 (i) from insurance proceeds (or other similar recoveries) paid on account of
 the loss or damage to the assets being replaced or restored, but only to the
 extent such proceeds or recoveries are  not included in EBITDA or (ii)  with
 awards of  compensation  arising  from  the  taking  by  eminent  domain  or
 condemnation of  the assets  being replaced,  but only  to the  extent  such
 awards are  not  included  in  EBITDA,  and  (b) Capital  Lease  Obligations
 incurred by the Borrower and its Subsidiaries during such period.

           "Capital Lease Obligations" of any Person means the obligations of
 such Person  to pay  rent or  other amounts  under any  lease of  (or  other
 arrangement conveying the  right to  use) real  or personal  property, or  a
 combination thereof, which  obligations are  required to  be classified  and
 accounted for as  capital leases  on a balance  sheet of  such Person  under
 GAAP, and the  amount of such  obligations shall be  the capitalized  amount
 thereof determined in accordance with GAAP.

           "CD  Rate"  means  the  secondary  market  rate  for   three-month
 certificates of deposit (adjusted for statutory reserve requirements).
<PAGE>
           "Change  in  Control"  means  (a) the  acquisition  of  ownership,
 directly or indirectly, beneficially  or of record, by  any Person or  group
 (within the meaning of the Securities Exchange Act of 1934 and the rules  of
 the Securities and Exchange Commission thereunder  as in effect on the  date
 hereof), of  shares  representing more  than  30% of  either  the  aggregate
 ordinary voting  power or  the aggregate  equity  value represented  by  the
 issued and outstanding capital  stock of the Borrower;  (b) occupation of  a
 majority of the seats (other than vacant seats) on the board of directors of
 the Borrower  by Persons  who were  neither (i) nominated  by the  board  of
 directors of the Borrower nor (ii) appointed  by directors so nominated;  or
 (c) the acquisition of  direct or indirect  Control of the  Borrower by  any
 Person or group.

           "Change in  Law"  means  (a) the adoption  of  any  law,  rule  or
 regulation after the date of this Agreement, (b) any change in any law, rule
 or regulation  or  in  the interpretation  or  application  thereof  by  any
 Governmental Authority after the date of this Agreement or (c) compliance by
 any Lender (or, for  purposes of Section 3.01(b), by  any lending office  of
 such Lender or by such Lender's  holding company, if any) with any  request,
 guideline or  directive (whether  or not  having the  force of  law) of  any
 Governmental Authority made or issued after the date of this Agreement.

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

           "Collateral" has the meaning specified in Section 4.01.

           "Commitment" means, with respect to each Lender, the commitment of
 such Lender  to make  Revolving Loans  hereunder,   expressed as  an  amount
 representing the maximum aggregate amount of such Lender's Revolving  Credit
 Exposure hereunder, as such commitment may be (a) reduced from time to  time
 pursuant to  Section 2.06 and  (b) reduced or  increased from  time  to time
 pursuant to assignments by or to such Lender pursuant to Section 12.04.  The
 initial amount of each Lender's Commitment is set forth on Schedule 2.01, or
 in the Assignment and  Acceptance pursuant to which  such Lender shall  have
 assumed its Commitment, as applicable.  The initial aggregate amount of  the
 Lenders' Commitments is $30,000,000.

           "Commitment Fee"  means the  commitment  fee payable  pursuant  to
 Section 2.09.

           "Company" means REZ, Inc. (formerly known as REZsolutions,  Inc.),
 a Delaware corporation.

           "Compliance  Certificate"  means  a  certificate  of  a  Financial
 Officer of the Borrower, in the form of Exhibit "G" hereto.

           "Consolidated Fixed Charge Coverage Ratio"  means, as of  the last
 day of any  fiscal quarter  of the Borrower,  the ratio  of (a) EBITDA  less
 Capital Expenditures for the 12-month period ending on such day to  (b) cash
 interest expense  of the  Borrower and  its  Subsidiaries for  the  12-month
 period ending on such day.
<PAGE>
           "Consolidated Leverage Ratio"  means, as of  the last  day of  any
 fiscal quarter  of  the Borrower,  the  ratio  of (a)  (i)  Indebtedness  of
 Borrower and its Subsidiaries on a  consolidated basis as of such last  day,
 minus (ii) Deposit  Liabilities as  of such last  day, and  minus (iii)  the
 amount of obligations in respect of Hedging Agreements as of such last  day,
 determined as provided in clause (m) of the definition of "Indebtedness" set
 forth in this Section 1.01, to (b) EBITDA for the 12-month period ending  on
 such day,  as adjusted  for Acquisitions  as  hereinafter provided.    Until
 Borrower has delivered  financial statements  pursuant to  Section 7.01  for
 four full fiscal quarters of Borrower after the date of consummation of  any
 Acquisition (including  the Acquisition  of the  Company), EBITDA  for  such
 12-month period shall be adjusted on a pro forma basis consistent with  GAAP
 to include  historical  EBITDA  of the  Person  acquired  pursuant  to  such
 Acquisition (calculated  in accordance  with the  definition of  EBITDA  set
 forth in this  Section 1.01 based  on audited financial  statements of  such
 Person) as  if  such Acquisition  had  occurred on  the  first day  of  such
 12-month period.

           "Consolidated Liquidity" means  (a) the total  amount of cash  and
 Permitted Investments  of the  Borrower and  the Subsidiaries  that  are not
 subject to any Lien,  minus (b) the total amount of Deposit Liabilities.

           "Control" means  the possession,  directly or  indirectly, of  the
 power to direct or cause  the direction of the  management or policies of  a
 Person, whether through the ability to exercise voting power, by contract or
 otherwise.    "Controlling"  and  "Controlled"  have  meanings   correlative
 thereto.

           "Contribution and Indemnification Agreement" means a  contribution
 and indemnification  agreement  of  the  Borrower  and  each  Guarantor,  in
 substantially  the  form  of  Exhibit "E",  as  the  same  may  be  amended,
 supplemented, or modified from time to time.

           "Default" means any event or condition which constitutes an  Event
 of Default or which upon notice, lapse  of time or both would, unless  cured
 or waived, become an Event of Default.

           "Deposit  Liabilities"  means  (a)  any  and  all  obligations  of
 Borrower or  any Subsidiary  with respect  to  deposits received  for  hotel
 reservations, and  (b) any  and all  deposits and  prepaid fees  paid  under
 agreements between  the  Borrower or  any  Subsidiary and  their  respective
 customers.

           "Disclosed Matters" means the  actions, suits and proceedings  and
 the environmental matters disclosed in Schedule 5.06.

           "dollars" or "$" refers  to lawful money of  the United States  of
 America.

           "EBITDA" means,  for  each period  of  determination, the  sum  of
 (a) consolidated net income of  the Borrower and  its Subsidiaries for  such
 period (whether positive or  negative), plus, (b) each  of the following  to
 the extent actually deducted in arriving at consolidated net income for such
 period and  without  duplication:  depreciation,  amortization,  taxes,  and
 interest expense of the Borrower and its Subsidiaries for such period,  plus
 (c) to the extent actually deducted  in arriving at consolidated net  income
 for such  period  and  without duplication,  nonrecurring  expenses  of  the
 Acquisition of the  Company and any  other Acquisition  after the  Effective
 Date.
<PAGE>
           "Effective Date" means the date on which the conditions  specified
 in Section 6.01 are satisfied (or waived in accordance with Section 12.02).

           "Environmental Laws" means  all laws,  rules, regulations,  codes,
 ordinances, orders,  decrees,  judgments, injunctions,  notices  or  binding
 agreements  issued,  promulgated  or   entered  into  by  any   Governmental
 Authority,  relating  in  any  way  to  the  environment,  preservation   or
 reclamation of  natural resources,  the  management, release  or  threatened
 release of any Hazardous Material or to health and safety matters.

           "Environmental  Liability"  means  any  liability,  contingent  or
 otherwise (including  any  liability  for damages,  costs  of  environmental
 remediation,  fines,  penalties  or  indemnities),  of  the  Borrower,   any
 Subsidiary or the  Company directly or  indirectly resulting  from or  based
 upon (a) violation  of  any  Environmental  Law,  (b) the  generation,  use,
 handling, transportation, storage,  treatment or disposal  of any  Hazardous
 Materials, (c) exposure  to  any  Hazardous Materials,  (d) the  release  or
 threatened release  of  any  Hazardous  Materials  into  the  environment or
 (e) any contract,  agreement or  other  consensual arrangement  pursuant  to
 which liability is assumed or imposed with respect to any of the foregoing.

           "Equity Interests"  means  shares of  capital  stock,  partnership
 interests, membership interests in  a limited liability company,  beneficial
 interests in a trust or other equity ownership interests in a Person.

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

           "ERISA Affiliate"  means any  trade or  business (whether  or  not
 incorporated) that,  together with  the Borrower,  is  treated as  a  single
 employer under Section 414(b) or (c) of the Code or, solely for purposes  of
 Section 302 of ERISA  and Section 412 of  the Code, is  treated as a  single
 employer under Section 414 of the Code.

           "ERISA Event"  means (a) any  "reportable  event", as  defined  in
 Section 4043 of ERISA or the regulations issued thereunder with respect to a
 Plan (other than  an event for  which the 30-day  notice period is  waived);
 (b) the existence  with  respect to  any  Plan of  an  "accumulated  funding
 deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
 whether or not waived; (c) the filing pursuant to Section 412(d) of the Code
 or Section 303(d) of  ERISA of an  application for a  waiver of the  minimum
 funding standard  with  respect  to any  Plan;  (d) the  incurrence  by  the
 Borrower or any of its ERISA  Affiliates of any liability under Title IV  of
 ERISA with respect to  the termination of any  Plan; (e) the receipt by  the
 Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
 notice relating to an intention to terminate any Plan or Plans or to appoint
 a trustee to administer any Plan; (f) the incurrence by the Borrower or  any
 of its ERISA Affiliates of any  liability with respect to the withdrawal  or
 partial withdrawal from any Plan or  Multiemployer Plan; or (g) the  receipt
 by the Borrower or any ERISA Affiliate of any notice, or the receipt by  any
 Multiemployer Plan from the Borrower or  any ERISA Affiliate of any  notice,
 concerning the imposition of Withdrawal Liability or a determination that  a
 Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
 within the meaning of Title IV of ERISA.

           "Eurodollar", when used  in reference  to any  Loan or  Borrowing,
 refers to whether  such Loan, or  the Loans comprising  such Borrowing,  are
 bearing interest at  a rate  determined by  reference to  the Adjusted  LIBO
 Rate.
<PAGE>
           "Event of  Default"  has the  meaning  assigned to  such  term  in
 Article X.

           "Excluded Taxes" means, with respect to the Administrative  Agent,
 any Lender,  or any  other recipient  of any  payment to  be made  by or  on
 account of any obligation of the Borrower hereunder, (a) income or franchise
 taxes imposed on (or measured by)  its net income   by the United States  of
 America, or by the  jurisdiction under the laws  of which such recipient  is
 organized or in which its principal office is located or, in the case of any
 Lender, in which its  applicable lending office  is located, (b) any  branch
 profits taxes imposed  by the United  States of America  or any similar  tax
 imposed by  any other  jurisdiction in  which the  Borrower is  located  and
 (c) in the case of a  Foreign Lender (other than  an assignee pursuant to  a
 request by the Borrower under Section 2.13(b)), any withholding tax that  is
 imposed on amounts payable to such  Foreign Lender at the time such  Foreign
 Lender becomes  a party  to  this Agreement  (or  designates a  new  lending
 office) or is attributable to such  Foreign Lender's failure to comply  with
 Section 2.11(e), except  to the  extent that  such  Foreign Lender  (or  its
 assignor, if any) was entitled, at the time of designation of a new  lending
 office (or assignment), to receive additional amounts from the Borrower with
 respect to such withholding tax pursuant to Section 2.11(a).

           "Federal Funds Effective  Rate" means, for  any day, the  weighted
 average (rounded upwards,  if necessary,  to the next  1/100 of  1%) of  the
 rates on overnight Federal  funds transactions with  members of the  Federal
 Reserve System arranged by Federal funds  brokers, as published on the  next
 succeeding Business Day by the Federal Reserve Bank of New York, or, if such
 rate is not so  published for any day  that is a  Business Day, the  average
 (rounded upwards, if necessary, to the  next 1/100 of 1%) of the  quotations
 for such day for such transactions received by the Administrative Agent from
 three Federal funds brokers of recognized standing selected by it.

           "Financial Officer" means the  chief financial officer,  principal
 accounting officer, treasurer or controller of the Borrower.

           "Foreign Lender" means any Lender that is organized under the laws
 of a jurisdiction other  than that in  which the Borrower  is located.   For
 purposes of  this  definition, the  United  States of  America,  each  State
 thereof and the District of Columbia shall be deemed to constitute a  single
 jurisdiction.

           "Foreign Subsidiary" means any Subsidiary that is  organized under
 the laws of a jurisdiction  other than the United  States of America or  any
 state thereof or the District of Columbia.

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

           "Governmental Authority" means the government of the United States
 of America, any other nation or  any political subdivision thereof,  whether
 state or local, and any agency, authority, instrumentality, regulatory body,
 court, central  bank  or  other entity  exercising  executive,  legislative,
 judicial, taxing, regulatory  or administrative  powers or  functions of  or
 pertaining to government.
<PAGE>
           "Guarantee" of  or  by  any Person  (the  "guarantor")  means  any
 obligation, contingent or otherwise, of the guarantor guaranteeing or having
 the economic effect of guaranteeing any Indebtedness or other obligation  of
 any other Person (the "primary obligor") in any manner, whether directly  or
 indirectly, and  including  any  obligation  of  the  guarantor,  direct  or
 indirect, (a) to  purchase  or pay  (or  advance  or supply  funds  for  the
 purchase or payment of) such Indebtedness or other obligation or to purchase
 (or to advance or  supply funds for  the purchase of)  any security for  the
 payment thereof, (b) to purchase or  lease property, securities or  services
 for the  purpose  of  assuring  the owner  of  such  Indebtedness  or  other
 obligation of the payment thereof,  (c) to maintain working capital,  equity
 capital or  any other  financial statement  condition  or liquidity  of  the
 primary obligor so as to enable the primary obligor to pay such Indebtedness
 or other obligation or (d) as an account  party in respect of any letter  of
 credit or  letter  of  guaranty  issued  to  support  such  Indebtedness  or
 obligation; provided, that the term Guarantee shall not include endorsements
 for collection or deposit in the ordinary course of business.

           "Guarantors" means all of the Subsidiaries  of the Borrower as  of
 the Effective Date (except any Foreign Subsidiary) and each other Subsidiary
 that at any time  executes a Guaranty in  favor of the Administrative  Agent
 and the Lenders, including the Company.

           "Guaranty" means the guaranty agreement of each Guarantor in favor
 of the Administrative Agent  and the Lenders, in  substantially the form  of
 Exhibit "D" hereto, as the  same may be  amended, supplemented, or  modified
 from time to time.

           "Hazardous  Materials"    means   all  explosive  or   radioactive
 substances or wastes and all hazardous or toxic substances, wastes or  other
 pollutants,  including  petroleum  or  petroleum  distillates,  asbestos  or
 asbestos  containing  materials,   polychlorinated  biphenyls,  radon   gas,
 infectious or  medical wastes  and all  other substances  or wastes  of  any
 nature regulated pursuant to any Environmental Law.

           "Hedging Agreement" means any interest rate protection  agreement,
 foreign currency exchange agreement, commodity price protection agreement or
 other  interest  or  currency  exchange  rate  or  commodity  price  hedging
 arrangement.

           "Indebtedness" of any Person  means, without duplication,  (a) all
 obligations of such Person for borrowed money or with respect to deposits or
 advances of any kind, (b) all obligations of such Person evidenced by bonds,
 debentures, notes or similar instruments, (c) all obligations of such Person
 upon which interest  charges are  customarily paid,  (d) all obligations  of
 such Person  under  conditional sale  or  other title  retention  agreements
 relating to property acquired  by such Person,  (e) all obligations of  such
 Person in respect  of the deferred  purchase price of  property or  services
 (excluding current  accounts  payable incurred  in  the ordinary  course  of
 business), (f) all  Indebtedness of  others secured  by  (or for  which  the
 holder of such Indebtedness has an existing right, contingent or  otherwise,
 to be secured by)  any Lien on  property owned or  acquired by such  Person,
 whether or not the  Indebtedness secured thereby  has been assumed,  (g) all
 Guarantees by such Person of Indebtedness  of others, (h) all Capital  Lease
 Obligations of such Person, (i) all obligations, contingent or otherwise, of
 such Person as an account party in respect of letters of credit and  letters
 of guaranty, (j) all obligations, contingent or otherwise, of such Person in
 respect of bankers' acceptances,  (k) all reimbursement obligations of  such
 Person (whether contingent or  otherwise) in respect  of letters of  credit,
<PAGE>
 bankers' acceptances, surety or other bonds and similar instruments, (l) all
 liabilities of such Person in respect of unfunded vested benefits under  any
 Plan  and  (m) payment  obligations  with  respect  to  Hedging  Agreements,
 provided that for purposes of this definition, the amount of the  obligation
 of any Person under any Hedging Agreement shall be the amount determined, in
 respect thereof as of the end of  the most recently ended fiscal quarter  of
 such Person,  based  on  the assumption  that  such  Hedging  Agreement  has
 terminated  at  the  end  of  such  fiscal  quarter,  and  in  making   such
 determination, if such Hedging Agreement provides for the netting of amounts
 payable by and to  each party thereto or  if any Hedging Agreement  provides
 for the simultaneous payment of amounts by  and to each party, then in  each
 such case,  the  amount  of such  obligation  shall  be the  net  amount  so
 determined.  The Indebtedness of any  Person shall include the  Indebtedness
 of any other  entity (including any  partnership in which  such Person is  a
 general partner) to the extent such Person is liable therefor as a result of
 such Person's ownership interest in or other relationship with such  entity,
 except to the extent the terms of such Indebtedness provide that such Person
 is not liable therefor.

           "Indemnified Taxes" means Taxes other than Excluded Taxes.

           "Interest Election Request"  means a  request by  the Borrower  to
 convert or continue a Borrowing in accordance with Section 2.05.

           "Interest Payment Date"  means (a) with respect  to any ABR  Loan,
 the last  day of  each  March, June,  September  and December  and  (b) with
 respect to  any  Eurodollar  Loan,  the last  day  of  the  Interest  Period
 applicable to the Borrowing of which such Loan is a part and, in the case of
 a Eurodollar Borrowing with  an Interest Period of  more than three  months'
 duration, each day prior to the last day of such Interest Period that occurs
 at intervals of three months' duration after the first day of such  Interest
 Period.

           "Interest Period" means, with respect to any Eurodollar Borrowing,
 the period  commencing on  the date  of  such Borrowing  and ending  on  the
 numerically corresponding day in the calendar month that is one, two,  three
 or six months  thereafter, as  the Borrower  may elect,  and provided,  that
 (i) if any Interest Period  would end on  a day other  than a Business  Day,
 such Interest Period shall be extended  to the next succeeding Business  Day
 unless such next  succeeding Business Day  would fall in  the next  calendar
 month, in which case  such Interest Period shall  end on the next  preceding
 Business Day  and  (ii) any  Interest Period  that  commences  on  the  last
 Business Day  of a  calendar  month (or  on  a day  for  which there  is  no
 numerically corresponding day in  the last calendar  month of such  Interest
 Period) shall end on  the last Business  Day of the  last calendar month  of
 such Interest  Period.    For  purposes hereof,  the  date  of  a  Borrowing
 initially shall be the date on  which such Borrowing is made and  thereafter
 shall be the effective date of the most recent conversion or continuation of
 such Borrowing.

           "Lenders" means the Persons listed on Schedule 2.01 and any  other
 Person that shall have become a  party hereto pursuant to an Assignment  and
 Acceptance, other than  any such  Person that ceases  to be  a party  hereto
 pursuant to an Assignment and Acceptance.
<PAGE>
           "LIBO Rate" means,  with respect to  any Eurodollar Borrowing  for
 any Interest Period, the rate appearing on Page 3750 of the Telerate Service
 (or on any successor or substitute page of such Service, or any successor to
 or substitute  for such  Service, providing  rate quotations  comparable  to
 those currently provided on such page of such Service, as determined by  the
 Administrative Agent from time to time for purposes of providing  quotations
 of interest  rates applicable  to dollar  deposits in  the London  interbank
 market) at approximately 11:00 a.m., London time, two Business Days prior to
 the commencement of such  Interest Period, as the  rate for dollar  deposits
 with a maturity comparable to such Interest Period.  In the event that  such
 rate is not available at such time for any reason, then the "LIBO Rate" with
 respect to such Eurodollar Borrowing for  such Interest Period shall be  the
 rate at which dollar deposits of $5,000,000 and for a maturity comparable to
 such Interest  Period are  offered by  the principal  London office  of  the
 Administrative Agent in immediately available funds in the London  interbank
 market at approximately 11:00 a.m., London time, two Business Days prior  to
 the commencement of such Interest Period.

           "Lien" means, with respect to any asset, (a) any mortgage, deed of
 trust, lien, pledge, hypothecation, encumbrance, charge or security interest
 in, on or of such asset, (b) the interest of a vendor or a lessor under  any
 conditional sale agreement, capital lease  or title retention agreement  (or
 any financing lease having substantially the same economic effect as any  of
 the foregoing) relating to such asset and (c) in the case of securities, any
 purchase option, call or similar right of a third party with respect to such
 securities.

           "Loan Documents" means  this Agreement and  all promissory  notes,
 security agreements, pledge agreements, deeds of trust, assignments, letters
 of  credit,  letter  of   credit  applications,  guaranties,   intercreditor
 agreements, collateral sharing agreements, and other instruments, documents,
 and agreements executed and delivered pursuant to or in connection with this
 Agreement, as such  instruments, documents, and  agreements may be  amended,
 modified, renewed, extended, or supplemented from time to time.

           "Loans" means  the  loans made  by  the Lenders  to  the  Borrower
 pursuant to this Agreement.

           "Material Adverse  Effect"  means  a material  adverse  effect  on
 (a) the business, assets, operations  or condition, financial or  otherwise,
 of the Borrower and  the Subsidiaries taken as  a whole, (b) the ability  of
 the Borrower or  any Guarantor to  pay and perform  any of the  Obligations,
 (c) any of the rights of or  benefits available to the Administrative  Agent
 and the Lenders under this Agreement or any of the other Loan Documents,  or
 (d) the validity or  enforceability of this  Agreement or any  of the  other
 Loan Documents.  For purposes of  Article V hereof, the term  "Subsidiaries"
 as used  within  the definition  of  Material Adverse  Effect  includes  the
 Company.

           "Material Indebtedness" means Indebtedness (other than the Loans),
 including  obligations in respect of one or more Hedging Agreements, of  any
 one or more of the Borrower  and its Subsidiaries in an aggregate  principal
 amount  exceeding  $1,000,000.     For  purposes  of  determining   Material
 Indebtedness, the "principal amount" of the  obligations of the Borrower  or
 any Subsidiary in respect of any Hedging Agreement at any time shall be  the
 amount of  its  payment obligations  thereunder  determined as  provided  in
 clause (m)  of  the   definition  of  "Indebtedness"   set  forth  in   this
 Section 1.01.
<PAGE>
           "Maturity Date" means March 31, 2002.

           "Maximum Rate" means, at any time and with respect to any  Lender,
 the maximum  rate of  interest under  applicable law  that such  Lender  may
 charge the Borrower.  The Maximum Rate shall be calculated in a manner  that
 takes into account any and all fees, payments, and other charges in  respect
 of the Loan Documents that constitute  interest under applicable law.   Each
 change in any interest rate provided for herein based upon the  Maximum Rate
 resulting from a change in the Maximum Rate shall take effect without notice
 to the  Borrower at  the time  of such  change  in the  Maximum Rate.    For
 purposes of determining  the Maximum Rate  under Texas  law, the  applicable
 rate ceiling  shall be  the weekly  ceiling described  in, and  computed  in
 accordance with, Chapter 303 of the Texas Finance Code.

           "Moody's" means Moody's Investors Service, Inc.

           "Multiemployer Plan"  means a  multiemployer  plan as  defined  in
 Section 4001(a)(3) of ERISA.

           "Note" means  a promissory  note of  the Borrower  payable to  the
 order of a Lender, in substantially the form of Exhibit "A" hereto, and  all
 extensions,  renewals,  and  modifications  thereof  and  all  substitutions
 therefor.

           "Obligations" means all obligations, indebtedness, and liabilities
 of the Borrower and the Subsidiaries, or any of them, to the  Administrative
 Agent, the Arranger and the Lenders, or any of them, arising pursuant to any
 of the  Loan Documents  or Hedging  Agreements,  now existing  or  hereafter
 arising, whether direct,  indirect, related,  unrelated, fixed,  contingent,
 liquidated, unliquidated,  joint, several,  or joint  and several,  and  all
 interest accruing  thereon  and  all  attorneys'  fees  and  other  expenses
 incurred in the enforcement or collection thereof.

           "Other Taxes"  means  any  and all  present  or  future  stamp  or
 documentary taxes or any other excise or property taxes, charges or  similar
 levies arising  from  any payment  made  hereunder or  from  the  execution,
 delivery or enforcement of, or otherwise with respect to, this Agreement.

           "PBGC" means the Pension Benefit Guaranty Corporation referred  to
 and defined in ERISA and any successor entity performing similar functions.

           "Permitted Encumbrances" means:

                (a)  Liens imposed by law for taxes  that are not yet due  or
 are being contested in compliance with Section 7.04;

                (b)  carriers',  warehousemen's,  mechanics',  materialmen's,
 repairmen's and other  like Liens imposed  by law, arising  in the  ordinary
 course of business  and securing obligations  that are not  overdue by  more
 than 30 days or are being contested in compliance with Section 7.04;

                (c)  pledges and  deposits made  in  the ordinary  course  of
 business in compliance  with workers'  compensation, unemployment  insurance
 and other social security laws or regulations;

                (d)  deposits  to  secure  the  performance  of  bids,  trade
 contracts,  leases,  statutory   obligations,  surety   and  appeal   bonds,
 performance bonds and other  obligations of a like  nature, in each case  in
 the ordinary course of business;
<PAGE>
                (e)  judgment liens  in  respect  of judgments  that  do  not
 constitute an Event of Default under clause (k) of Article X; and

                (f)  easements,  zoning   restrictions,   rights-of-way   and
 similar encumbrances  on real  property imposed  by law  or arising  in  the
 ordinary course of business that do not secure any monetary obligations  and
 do not  materially  detract from  the  value  of the  affected  property  or
 interfere with  the ordinary  conduct of  business of  the Borrower  or  any
 Subsidiary;

 provided that the term "Permitted Encumbrances"  shall not include any  Lien
 securing Indebtedness.

           "Permitted Investments" means:

                (a)  direct obligations of, or  obligations the principal  of
 and interest on which are unconditionally  guaranteed by, the United  States
 of America (or  by any  agency thereof to  the extent  such obligations  are
 backed by the full  faith and credit  of the United  States of America),  in
 each case maturing within one year from the date of acquisition thereof;

                (b)  investments in commercial paper maturing within 270 days
 from  the  date  of  acquisition  thereof  and  having,  at  such  date   of
 acquisition, the highest credit rating obtainable from S&P or from Moody's;

                (c)  investments  in   certificates  of   deposit,   banker's
 acceptances and  time deposits  maturing within  180 days from  the date  of
 acquisition thereof issued or guaranteed by or placed with, and money market
 deposit accounts issued or offered by, any domestic office of any commercial
 bank organized under the laws of the  United States of America or any  State
 thereof which has a  combined capital and surplus  and undivided profits  of
 not less than $500,000,000;

                (d)  fully collateralized repurchase  agreements with a  term
 of not more than  30 days for securities described  in clause (a) above  and
 entered into with a financial institution satisfying the criteria  described
 in clause (c) above; and

                (e)  other investments of the types specified as "appropriate
 investments" as set  forth in the  Borrower's investment policy,  a copy  of
 which is attached hereto as Schedule 1.01.

           "Person" means any natural person, corporation, limited  liability
 company,  trust,   joint   venture,   association,   company,   partnership,
 Governmental Authority or other entity.

           "Plan" means  any employee  pension benefit  plan subject  to  the
 provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
 ERISA, and in respect of which the  Borrower or any ERISA Affiliate is  (or,
 if such plan were terminated, would under Section 4069 of ERISA be deemed to
 be) an "employer" as defined in Section 3(5) of ERISA.

           "Prime Rate" means the rate of  interest per annum announced  from
 time to time by The Chase Manhattan Bank as its prime rate in effect at  its
 principal office in New York  City, each change in  the Prime Rate shall  be
 effective from and  including the date  such change is   announced as  being
 effective.
<PAGE>
           "Register" has the meaning set forth in Section 12.04.

           "Related Parties"  means, with  respect to  any specified  Person,
 such Person's Affiliates and the respective directors, officers,  employees,
 agents and advisors of such Person and such Person's Affiliates.

           "Required Lenders" means,  at any time,  Lenders having  Revolving
 Credit Exposures and  unused Commitments representing  more than 66-2/3%  of
 the sum of the  total Revolving Credit Exposures  and unused Commitments  at
 such time.

           "Restricted Payment"  means  any dividend  or  other  distribution
 (whether in cash, securities or other  property) with respect to any  Equity
 Interests of the  Borrower or  any Subsidiary,  or any  payment (whether  in
 cash, securities or other property), including  any sinking fund or  similar
 deposit, on account  of the purchase,  redemption, retirement,  acquisition,
 cancellation or termination of any Equity  Interests of the Borrower or  any
 Subsidiary or  any option,  warrant or  other right  to acquire  any  Equity
 Interests of the Borrower or any Subsidiary.

           "Revolving Credit Exposure" means, with  respect to any Lender  at
 any time,  the sum  of the  outstanding principal  amount of  such  Lender's
 Revolving Loans at such time.

           "Revolving Loan"  means  a  Loan made  pursuant  to  Section  2.02
 hereof.

           "S&P" means Standard & Poor's.

           "Security Agreement" means the Security Agreement of the  Borrower
 and the Subsidiaries (including the Company) in favor of the  Administrative
 Agent for  the benefit  of  the Administrative  Agent  and the  Lenders,  in
 substantially the form of  Exhibit "C" hereto, as the  same may be  amended,
 supplemented or modified from time to time.

           "Solvent" means, as  to any  Person, that  (a) the aggregate  fair
 market value of its  assets exceeds its  liabilities, (b) it has  sufficient
 cash flow to enable it to pay its Indebtedness as such Indebtedness matures,
 and (c) it does not have unreasonably small capital to conduct its business.

           "Statutory  Reserve  Rate"  means  a  fraction  (expressed  as   a
 decimal), the numerator of  which is the number  one and the denominator  of
 which is  the  number  one  minus  the  aggregate  of  the  maximum  reserve
 percentages (including  any  marginal, special,  emergency  or  supplemental
 reserves) expressed  as a  decimal established  by the  Board to  which  the
 Administrative  Agent  is  subject    for  eurocurrency  funding  (currently
 referred to as "Eurocurrency  Liabilities" in Regulation D  of the Board).
 Such reserve  percentages  shall  include those  imposed  pursuant  to  such
 Regulation D.  Eurodollar Loans shall  be deemed to constitute  eurocurrency
 funding and to be subject to such reserve requirements without benefit of or
 credit for proration, exemptions or offsets that may be available from  time
 to time to any Lender under such Regulation D or any comparable  regulation.
  The Statutory Reserve Rate shall be adjusted automatically on and as of the
 effective date of any change in any reserve percentage.

           "Subordinated Debt" means the  indebtedness of Borrower  evidenced
 by the Subordinated Note.
<PAGE>
           "Subordinated Note" means that certain promissory note dated April
 3, 2000, executed  by Borrower  in connection  with the  Acquisition of  the
 Company, and payable to the order of Utell International Group Ltd., in  the
 principal amount of $20,000,000.

           "subsidiary" means, with respect to  any Person (the "parent")  at
 any  date,  any   corporation,  limited   liability  company,   partnership,
 association or other entity the accounts of which would be consolidated with
 those of the  parent in the  parent's consolidated  financial statements  if
 such financial statements were prepared in  accordance with GAAP as of  such
 date,  as  well  as  any  other  corporation,  limited  liability   company,
 partnership, association or  other entity (a) of  which securities or  other
 ownership interests representing more  than 50% of the  equity or more  than
 50% of the ordinary voting power or, in the case of a partnership, more than
 50% of  the general  partnership  interests are,  as  of such  date,  owned,
 controlled or held, or (b) that is,  as of such date, otherwise  Controlled,
 by the parent or one or more subsidiaries of the parent or by the parent and
 one or more subsidiaries of the parent.

           "Subsidiary" means any subsidiary of  the Borrower.  For  purposes
 of the representations and warranties made herein on the Effective Date, the
 term "Subsidiary" includes each of the Company and its Subsidiaries,  except
 for clauses (a) and (b) of Section 5.04.

           "Taxes" means  any  and  all  present  or  future  taxes,  levies,
 imposts,  duties,  deductions,  charges  or  withholdings  imposed  by   any
 Governmental Authority.

           "Transactions" means the  execution, delivery  and performance  by
 the Borrower  and  each Guarantor  of  this  Agreement and  the  other  Loan
 Documents to which it is a party, the borrowing of Loans and the use of  the
 proceeds thereof.

           "Type", when used in reference to any Loan or Borrowing, refers to
 whether the rate of interest on such  Loan, or on the Loans comprising  such
 Borrowing, is  determined by  reference to  the Adjusted  LIBO Rate  or  the
 Alternate Base Rate.

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

           "Withdrawal Liability" means liability to a Multiemployer Plan  as
 a result of a complete or  partial withdrawal from such Multiemployer  Plan,
 as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

<PAGE>
           SECTION 1.2  Terms Generally.

           The definitions  of  terms  herein  shall  apply  equally  to  the
 singular and plural forms  of the terms defined.   Whenever the context  may
 require, any pronoun shall include the corresponding masculine, feminine and
 neuter forms.   The  words "include",  "includes" and  "including" shall  be
 deemed to be followed by the  phrase "without limitation".  The word  "will"
 shall be construed to have the same meaning and effect as the word  "shall".
  Unless the context requires otherwise (a) any definition of or reference to
 any agreement, instrument  or other document  herein shall  be construed  as
 referring to such agreement,  instrument or other document  as from time  to
 time  amended,   supplemented  or   otherwise  modified   (subject  to   any
 restrictions on  such amendments,  supplements  or modifications  set  forth
 herein), (b) any  reference  herein to  any  Person shall  be  construed  to
 include such  Person's  successors  and  assigns,  (c) the  words  "herein",
 "hereof" and "hereunder", and words of similar import, shall be construed to
 refer to this Agreement in its entirety and not to any particular  provision
 hereof, (d) all  references  herein  to  Articles,  Sections,  Exhibits  and
 Schedules shall  be construed  to refer  to Articles  and Sections  of,  and
 Exhibits and  Schedules to,  this Agreement  and (e) the  words "asset"  and
 "property" shall be  construed to have  the same meaning  and effect and  to
 refer to  any  and  all  tangible  and  intangible  assets  and  properties,
 including cash, securities, accounts and contract rights.

           SECTION 1.3  Accounting Terms; GAAP.

           Except as otherwise  expressly provided  herein, all  terms of  an
 accounting or financial nature shall be  construed in accordance with  GAAP,
 as in effect from time to time; provided that, if the Borrower notifies  the
 Administrative  Agent  that  the  Borrower  requests  an  amendment  to  any
 provision hereof to eliminate the effect  of any change occurring after  the
 date hereof in GAAP or in the  application thereof on the operation of  such
 provision (or if  the Administrative Agent  notifies the  Borrower that  the
 Required Lenders  request an  amendment to  any  provision hereof  for  such
 purpose), regardless of  whether any such  notice is given  before or  after
 such change in GAAP or in the application thereof, then such provision shall
 be interpreted on  the basis of  GAAP as in  effect and applied  immediately
 before such change shall have become effective until  such notice shall have
 been withdrawn or such provision  amended in accordance herewith.

                            ARTICLE II

                           The Credits

           SECTION 2.1  Commitments

           Subject to the terms and conditions set forth herein, each  Lender
 agrees to make Revolving Loans to the Borrower from time to time during  the
 Availability Period in an aggregate principal amount that will not result in
 (a) such  Lender's  Revolving  Credit   Exposure  exceeding  such   Lender's
 Commitment, or (b) the sum of the total Revolving Credit Exposures exceeding
 the total Commitments.  Within the foregoing limits and subject to the terms
 and conditions  set  forth  herein, the  Borrower  may  borrow,  prepay  and
 reborrow Revolving Loans.
<PAGE>
           SECTION  2.2    Loans  and  Borrowings

           (a)  Each Revolving  Loan shall  be made  as part  of a  Borrowing
      consisting of Revolving Loans made by the Lenders ratably in accordance
      with their respective Commitments.  The  failure of any Lender to  make
      any Loan required to be made by  it shall not relieve any other  Lender
      of its  obligations hereunder;  provided that  the Commitments  of  the
      Lenders are several and  no Lender shall be  responsible for any  other
      Lender's failure to make Loans as required.

           (b)  Subject to Sections 3.02, 3.03 and 3.04, each Borrowing shall
      be comprised entirely of ABR Loans or Eurodollar Loans as the  Borrower
      may request in accordance herewith.  Each Lender at its option may make
      any Eurodollar  Loan  by causing  any  domestic or  foreign  branch  or
      Affiliate of such Lender to make such Loan; provided that any  exercise
      of such option shall not affect the obligation of the Borrower to repay
      such Loan in accordance with the terms of this Agreement.

           (c)  At  the  commencement  of   each  Interest  Period  for   any
      Eurodollar  Borrowing, such Borrowing shall  be in an aggregate  amount
      that is an integral multiple of  $500,000 and not less than $1,000,000.
       At the time that each ABR  Borrowing is made, such Borrowing shall  be
      in an aggregate amount that is an integral multiple of $500,000 and not
      less than  $1,000,000 provided  that  an ABR  Borrowing  may be  in  an
      aggregate amount that  is equal  to the  entire unused  balance of  the
      total Commitments.  Borrowings of more than one Type may be outstanding
      at the same time;  provided that there  shall not at  any time be  more
      than a total of three Eurodollar Borrowings outstanding.

           (d)  Notwithstanding any other  provision of  this Agreement,  the
      Borrower shall not be  entitled to request, or  to elect to convert  or
      continue, any Borrowing if the  Interest Period requested with  respect
      thereto would end after the Maturity Date.

           SECTION 2.3   Requests for Borrowings.

           To  request   a  Borrowing,   the   Borrower  shall   notify   the
 Administrative Agent  of such  request by  telephone (a) in  the case  of  a
 Eurodollar Borrowing, not later than  11:00 a.m., Dallas, Texas time,  three
 Business Days before the date of  the proposed Borrowing or (b) in the  case
 of an ABR Borrowing, not later  than 11:00 a.m., Dallas, Texas time, on  the
 same Business  Day  as  the date  of  the  proposed Borrowing.    Each  such
 telephonic Borrowing Request  shall be  irrevocable and  shall be  confirmed
 promptly by  hand delivery  or telecopy  to the  Administrative Agent  of  a
 written Borrowing Request by means of a Borrowing Request Form signed by the
 Borrower.  Each such telephonic and written Borrowing Request shall  specify
 the following information in compliance with Section 2.02:

                (i)  the aggregate amount of the requested Borrowing;

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

                (iii)  whether such Borrowing is to be an ABR Borrowing or  a
           Eurodollar Borrowing;

                (iv) in the  case  of  a Eurodollar  Borrowing,  the  initial
           Interest Period to be applicable thereto, which shall be a  period
           contemplated by the definition of the term "Interest Period"; and
<PAGE>
                (v)  the location  and number  of the  Borrower's account  to
           which funds  are to  be disbursed,  which  shall comply  with  the
           requirements of Section 2.04.

 If no election as to the Type of Borrowing is specified, then the  requested
 Borrowing shall be  an ABR Borrowing.   If no  Interest Period is  specified
 with respect to any requested Eurodollar Borrowing, then the Borrower  shall
 be deemed to  have  selected  an Interest  Period  of one  month's duration.
 Promptly following receipt of a   Borrowing Request in accordance with  this
 Section, the Administrative Agent  shall advise each  Lender of the  details
 thereof and of the amount of  such Lender's Loan to be  made as part of  the
 requested Borrowing.

           SECTION 2.4    Funding of Borrowings.

           (a)  Each Lender shall make each Loan  to be made by it  hereunder
 on the proposed date thereof by wire transfer of immediately available funds
 by 2:00 p.m., Dallas, Texas time, to the account of the Administrative Agent
 most recently designated by it for such  purpose by notice to the Lenders.
 The Administrative Agent will make such  Loans available to the Borrower  by
 promptly crediting the amounts so received, in like funds, to an account  of
 the Borrower maintained with the Administrative  Agent in Dallas, Texas  and
 designated by the Borrower in the applicable Borrowing Request.

           (b)  Unless the Administrative  Agent shall  have received  notice
 from a Lender prior to the proposed  date of any Borrowing that such  Lender
 will not make available to the  Administrative Agent such Lender's share  of
 such Borrowing, the  Administrative Agent may  assume that  such Lender  has
 made such share available on such  date in accordance with paragraph (a)  of
 this Section and may,  in reliance upon such  assumption, make available  to
 the Borrower a corresponding amount.  In such event, if a Lender has not  in
 fact  made  its  share  of  the   applicable  Borrowing  available  to   the
 Administrative Agent, then the applicable Lender and the Borrower  severally
 agree  to  pay  to  the  Administrative  Agent  forthwith  on  demand   such
 corresponding amount with interest thereon, for each day from and  including
 the date such amount is made available to the Borrower to but excluding  the
 date of payment  to the  Administrative Agent, at  (i) in the  case of  such
 Lender, the  greater  of  the  Federal  Funds  Effective  Rate  and  a  rate
 determined by the Administrative Agent  in accordance with banking  industry
 rules on interbank  compensation or (ii) in  the case of  the Borrower,  the
 interest rate applicable to ABR Loans.   If such Lender pays such amount  to
 the Administrative Agent,  then such amount  shall constitute such  Lender's
 Loan included in such Borrowing.

           SECTION 2.5  Interest Elections.

           (a)  Each Borrowing initially  shall be of  the Type specified  in
 the applicable Borrowing Request and, in the case of a Eurodollar Borrowing,
 shall have  an  initial  Interest Period  as  specified  in  such  Borrowing
 Request.  Thereafter, the Borrower may elect to convert such Borrowing to  a
 different Type  or  to  continue  such  Borrowing and,  in  the  case  of  a
 Eurodollar Borrowing, may elect Interest  Periods therefor, all as  provided
 in this Section.  The Borrower  may elect different options with respect  to
 different portions  of  the affected  Borrowing,  in which  case  each  such
 portion shall  be allocated  ratably among  the  Lenders holding  the  Loans
 comprising such Borrowing, and the Loans comprising each such portion  shall
 be considered a separate Borrowing.
<PAGE>
           (b)  To make an  election pursuant to  this Section, the  Borrower
 shall notify the Administrative Agent of  such election by telephone by  the
 time that a Borrowing  Request would be required  under Section 2.03 if  the
 Borrower were  requesting  a  Borrowing of  the  Type  resulting  from  such
 election to be  made on  the effective  date of  such election.   Each  such
 telephonic Interest  Election  Request shall  be  irrevocable and  shall  be
 confirmed promptly by hand delivery or telecopy to the Administrative  Agent
 of a written Interest Election Request by means of a Borrowing Request  Form
 signed by the Borrower.

           (c)  Each telephonic and written  Interest Election Request  shall
 specify the following information in compliance with Section 2.02 and 2.03:

                (i)  the Borrowing to  which such  Interest Election  Request
           applies and, if different options  are being elected with  respect
           to  different  portions  thereof,  the  portions  thereof  to   be
           allocated  to  each  resulting   Borrowing  (in  which  case   the
           information to  be specified  pursuant to  clauses (iii) and  (iv)
           below shall be specified for each resulting Borrowing);

                (ii) the effective date of the election made pursuant to such
           Interest Election Request, which shall be a Business Day;

                (iii  whether  the  resulting  Borrowing  is  to  be  an  ABR
           Borrowing or a Eurodollar Borrowing; and

                (iv) if the resulting  Borrowing is  a Eurodollar  Borrowing,
           the Interest Period to be  applicable thereto after giving  effect
           to such  election, which  shall be  a period  contemplated by  the
           definition of the term "Interest Period".

 If any such Interest  Election Request requests  a Eurodollar Borrowing  but
 does not specify an  Interest Period, then the  Borrower shall be deemed  to
 have selected an Interest Period of one month's duration.

           (d)  Promptly following receipt of  an Interest Election  Request,
 the Administrative Agent shall advise each Lender of the details thereof and
 of such Lender's portion of each resulting Borrowing.

           (e)  If the Borrower fails to  deliver a timely Interest  Election
 Request with  respect to  a Eurodollar  Borrowing prior  to the  end of  the
 Interest Period applicable thereto, then, unless such Borrowing is repaid as
 provided herein, at the end of such Interest Period such Borrowing shall  be
 converted to  an  ABR Borrowing.    Notwithstanding any  contrary  provision
 hereof, if  an Event  of Default  has  occurred and  is continuing  and  the
 Administrative Agent, at the  request of the  Required Lenders, so  notifies
 the Borrower, then,  so long  as an Event  of Default  is continuing  (i) no
 outstanding Borrowing  may be  converted to  or  continued as  a  Eurodollar
 Borrowing  and  (ii) unless  repaid,  each  Eurodollar  Borrowing  shall  be
 converted to an ABR Borrowing at  the end of the Interest Period  applicable
 thereto.

           SECTION 2.6  Termination and Reduction of Commitments

           (a)  Unless previously terminated, the Commitments shall terminate
 on the Maturity Date.
<PAGE>
           (b)  The Borrower may at any time terminate, or from time to  time
 reduce, the Commitments; provided that (i) each reduction of the Commitments
 shall be in an  amount that is  an integral multiple  of $1,000,000 and  not
 less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the
 Commitments if,  after giving  effect to  any concurrent  prepayment of  the
 Loans in accordance with Section 2.08, the Revolving Credit Exposures  would
 exceed the total Commitments.

           (c)  The Borrower  shall notify  the Administrative  Agent of  any
 election to terminate or reduce the Commitments under paragraph (b) of  this
 Section at least  three Business Days  prior to the  effective date of  such
 termination or reduction,  specifying such election  and the effective  date
 thereof.  Promptly following receipt of any notice, the Administrative Agent
 shall advise the Lenders of the contents thereof.  Each notice delivered  by
 the Borrower pursuant to this Section shall be irrevocable; provided that  a
 notice of termination of the Commitments delivered by the Borrower may state
 that such  notice is  conditioned upon  the  effectiveness of  other  credit
 facilities, in which  case such notice  may be revoked  by the Borrower  (by
 notice to the Administrative  Agent on or prior  to the specified  effective
 date) if such condition is not  satisfied.  Any termination or reduction  of
 the Commitments shall be permanent.  Each reduction of the Commitments shall
 be made  ratably  among the  Lenders  in accordance  with  their  respective
 Commitments.

           SECTION 2.7  Repayment of Loans;  Evidence of Debt.

           (a)  The Borrower hereby  unconditionally promises to  pay to  the
 Administrative Agent  for  the  account  of  each  Lender  the  then  unpaid
 principal amount of each Revolving Loan on the Maturity Date.

           (b)  Each Lender  shall  maintain  in accordance  with  its  usual
 practice an account or accounts evidencing the indebtedness of the  Borrower
 to such Lender resulting from each  Loan made by such Lender, including  the
 amounts of principal and interest payable and paid to such Lender from  time
 to time hereunder.

           (c)  The Administrative Agent shall maintain accounts in which  it
 shall record (i) the amount  of each Loan made  hereunder, the Type  thereof
 and the Interest Period applicable thereto, (ii) the amount of any principal
 or interest due and payable or to  become due and payable from the  Borrower
 to each Lender  hereunder and (iii) the  amount of any  sum received by  the
 Administrative Agent  hereunder for  the account  of  the Lenders  and  each
 Lender's share thereof.

           (d)  The entries  made  in  the accounts  maintained  pursuant  to
 paragraph (b) or (c) of this  Section shall be prima  facie evidence of  the
 existence and amounts of the obligations recorded therein; provided that the
 failure of any Lender or the Administrative Agent to maintain such  accounts
 or any error therein shall  not in any manner  affect the obligation of  the
 Borrower to repay the Loans in accordance with the terms of this Agreement.

           (e)  The obligation of the Borrower to repay each Lender for Loans
 made by  such Lender  and interest  thereon  shall be  evidenced by  a  Note
 executed by  the Borrower,  payable to  the  order of  such Lender,  in  the
 principal amount  of such  Lender's  Commitment as  in  effect on  the  date
 hereof, and initially dated the date hereof.
<PAGE>
           SECTION 2.8    Prepayment of Loans.

          (a)  The  Borrower shall have the right  at any time and from  time
 to time to prepay any Borrowing in whole or in part, subject to prior notice
 in accordance with paragraph (b) of this Section.

          (b) The Borrower shall notify the Administrative Agent by telephone
 (confirmed by telecopy) of  any prepayment of a  Eurodollar  Borrowing  that
 will be made before the last day of the applicable Interest Period and shall
 pay all amounts required to be  paid by Section 3.05 concurrently with  such
 prepayment.  Such notice shall be  given not later than 11:00 a.m.,  Dallas,
 Texas time,  on  the  date  of  prepayment.    Each  such  notice  shall  be
 irrevocable and shall specify the prepayment  date and the principal  amount
 of each Borrowing  or portion  thereof to be  prepaid; provided  that, if  a
 notice of prepayment  is given in  connection with a  conditional notice  of
 termination of the  Commitments as contemplated  by Section 2.06, then  such
 notice of prepayment may be revoked if such notice of termination is revoked
 in accordance with  Section 2.06.  Promptly  following receipt  of any  such
 notice, the Administrative Agent  shall advise the  Lenders of the  contents
 thereof.  Each  partial prepayment of  any Borrowing shall  be in an  amount
 that would be permitted in the case of an advance of a Borrowing of the same
 Type as provided in Section 2.02.   Each prepayment of a Borrowing shall  be
 applied ratably to the Loans included in the prepaid Borrowing.  Prepayments
 shall  be  accompanied  by  accrued  interest  to  the  extent  required  by
 Section 2.10.

           (c)  If at any time the  total Revolving Credit Exposures  exceeds
 the total Commitments,  the Borrower shall  promptly prepay the  outstanding
 Borrowings by the amount of the  excess plus accrued and unpaid interest  on
 the amount so prepaid.

           SECTION 2.9  Fees.

           (a)  The Borrower agrees  to pay to  the Administrative Agent  for
 the account of each  Lender (pro rata in  accordance with the Commitment  of
 each Lender) a  Commitment Fee  on the daily  average unused  amount of  the
 Commitments for the Availability Period, at the rate per annum set forth  in
 the definition  of  Applicable  Margin.  For  purposes  of  calculating  the
 Commitment Fee hereunder, the  Commitments shall be  deemed utilized by  the
 amount of  all  Borrowings.   Accrued  Commitment Fees  payable  under  this
 Section shall  be  payable  in arrears  on  the  last day  of  March,  June,
 September and December of each year and on the date on which the Commitments
 terminate, commencing on the first such date to occur after the date hereof.
  All Commitment Fees shall be  computed on the basis  of a year of  360 days
 and shall be payable  for the actual number  of days elapsed (including  the
 first day but excluding the last day).

           (b)  The Borrower agrees to pay  to the Administrative Agent,  for
 its own account,  fees payable in  the amounts and  at the times  separately
 agreed upon between the Borrower and the Administrative Agent.

           (c)  All fees payable hereunder shall be paid on the dates due, in
 immediately available funds, to  the Administrative Agent for  distribution,
 in the case of Commitment Fees and participation fees, to the Lenders.  Fees
 paid shall not be refundable under any circumstances.
<PAGE>
           SECTION 2.10  Interest.

           (a)  The Loans comprising each  ABR Borrowing shall bear  interest
 at the Alternate Base Rate plus the Applicable Margin.

           (b)  The Loans  comprising each  Eurodollar Borrowing  shall  bear
 interest at the Adjusted  LIBO Rate for  the Interest Period  in effect  for
 such Borrowing plus the Applicable Margin.

           (c)  Notwithstanding  the  foregoing,  if  any  principal  of   or
 interest on any  Loan or any  fee or other  amount payable  by the  Borrower
 hereunder  is  not  paid  when  due,   whether  at  stated  maturity,   upon
 acceleration or otherwise, such overdue amount shall bear interest, after as
 well as before judgment,  at a rate per  annum equal to  (i) in the case  of
 overdue principal of  any Loan, 2%  plus the   rate otherwise applicable  to
 such Loan as provided in the preceding paragraphs of this Section or (ii) in
 the case of any other amount, including interest and fees, 2% plus the  rate
 applicable to ABR Loans as provided in paragraph (a) of this Section.

           (d)  Accrued interest on each Loan shall be payable in arrears  on
 each Interest  Payment  Date for  such  Loan  and upon  termination  of  the
 Commitments; provided that (i) interest accrued pursuant to paragraph (c) of
 this Section shall be payable on demand, (ii) in the event of any  repayment
 or prepayment of any Loan (other than a  prepayment of an ABR Loan prior  to
 the end  of the  Availability Period),  accrued  interest on  the  principal
 amount repaid or prepaid shall be payable  on the date of such repayment  or
 prepayment and (iii) in the event of  any conversion of any Eurodollar  Loan
 prior to the end of the  current Interest Period therefor, accrued  interest
 on such Loan shall be payable on the effective date of such conversion.

           (e)  All interest hereunder shall  be computed on  the basis of  a
 year of  360 days,  except  that  interest  computed  by  reference  to  the
 Alternate Base Rate at times  when the Alternate Base  Rate is based on  the
 Prime Rate shall be computed on the basis of a year of 365 days (or 366 days
 in a leap year), and in each case shall be payable for the actual number  of
 days elapsed (including  the first  day but excluding  the last  day).   The
 applicable Alternate Base  Rate, Adjusted LIBO  Rate or LIBO  Rate shall  be
 determined by  the Administrative  Agent, and  such determination  shall  be
 conclusive absent manifest error.

           SECTION 2.11  Taxes.

           (a)  Any and all payments  by or on account  of any obligation  of
 the Borrower hereunder shall be made free and clear of and without deduction
 for any Indemnified  Taxes or  Other Taxes;  provided that  if the  Borrower
 shall be required to deduct any  Indemnified Taxes or Other Taxes from  such
 payments, then (i) the sum payable shall  be increased as necessary so  that
 after making  all required  deductions (including  deductions applicable  to
 additional sums  payable under  this Section)  the Administrative  Agent  or
 Lender (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 Governmental Authority in accordance with applicable law.

           (b)  In addition, the Borrower  shall pay any  Other Taxes to  the
 relevant Governmental Authority in accordance with applicable law.
<PAGE>
           (c)  The Borrower  shall indemnify  the Administrative  Agent  and
 each Lender,   within 10 days after  written demand therefor,  for the  full
 amount of any Indemnified  Taxes or Other Taxes  paid by the  Administrative
 Agent or such Lender, as the case may be, on or with respect to any  payment
 by or on  account of  any obligation  of the  Borrower hereunder  (including
 Indemnified Taxes or Other Taxes imposed  or asserted on or attributable  to
 amounts  payable  under  this  Section)  and  any  penalties,  interest  and
 reasonable expenses arising  therefrom or with  respect thereto, whether  or
 not such Indemnified Taxes or Other Taxes were correctly or legally  imposed
 or asserted by the relevant Governmental Authority.  A certificate as to the
 amount of such payment or liability  delivered to the Borrower by a  Lender,
 or by the Administrative Agent on its own  behalf or on behalf of a  Lender,
 shall be conclusive absent manifest error.

           (d)  As soon as practicable after any payment of Indemnified Taxes
 or Other Taxes  by the Borrower  to a Governmental  Authority, the  Borrower
 shall deliver to the Administrative Agent  the original or a certified  copy
 of a receipt issued by such Governmental Authority evidencing such  payment,
 a copy  of the  return reporting  such  payment or  other evidence  of  such
 payment reasonably satisfactory to the Administrative Agent.

           (e)  Any Foreign Lender that is entitled  to an exemption from  or
 reduction of withholding tax under the law of the jurisdiction in which  the
 Borrower is located, or  any treaty to which  such jurisdiction is a  party,
 with respect to payments under this Agreement shall deliver to the  Borrower
 (with a copy to the Administrative  Agent), at the time or times  prescribed
 by applicable  law,  such  properly  completed  and  executed  documentation
 prescribed by applicable law or reasonably requested by the Borrower as will
 permit such payments to be made without withholding or at a reduced rate.

           SECTION 2.12  Payments Generally; Pro Rata Treatment; Sharing  of
 Set-offs.

           (a)  The Borrower shall make each payment  required to be made  by
 it hereunder (whether of  principal, interest, fees,  or of amounts  payable
 under Section 2.11, 3.01 or 3.05, or otherwise) prior to 12:00 noon, Dallas,
 Texas time, on the  date when due, in  immediately available funds,  without
 set-off or counterclaim.  Any amounts  received after such time on any  date
 may, in the discretion of the  Administrative Agent, be deemed to have  been
 received on the  next succeeding Business  Day for  purposes of  calculating
 interest thereon.   All such payments  shall be made  to the  Administrative
 Agent at its offices at 1111 Fannin Street, 9th Floor, MS46, Houston,  Texas
 77002, except that payments pursuant to Sections 2.11, 3.01, 3.05 and  12.03
 shall be made directly to the Persons entitled thereto.  The  Administrative
 Agent shall distribute any such payments  received by it for the account  of
 any other Person  to the  appropriate recipient  promptly following  receipt
 thereof.  If  any payment hereunder  shall be  due on a  day that  is not  a
 Business Day, the date for payment shall be extended to the next  succeeding
 Business Day, and, in  the case of any  payment accruing interest,  interest
 thereon shall be  payable for the  period of such  extension.  All  payments
 hereunder shall be made in dollars.

           (b)  If at  any  time  insufficient  funds  are  received  by  and
 available to the Administrative Agent to pay fully all amounts of principal,
 interest and fees then due hereunder, such funds shall be applied (i) first,
 towards payment of interest and fees  then due hereunder, ratably among  the
 parties entitled thereto in accordance with the amounts of interest and fees
 then due to such parties, and (ii) second, towards payment of principal then
 due hereunder, ratably among the parties entitled thereto in accordance with
 the amounts of principal then due to such parties.
<PAGE>
           (c)  If any Lender shall,  by exercising any  right of set-off  or
 counterclaim or otherwise, obtain payment in respect of any principal of  or
 interest on any of its Loans resulting in such Lender receiving payment of a
 greater proportion  of  the aggregate  amount  of  its Loans    and  accrued
 interest thereon than the proportion received by any other Lender, then  the
 Lender receiving such greater  proportion shall purchase  (for cash at  face
 value) participations in the Loans of other Lenders to the extent  necessary
 so that the  benefit of all  such payments shall  be shared  by the  Lenders
 ratably in accordance with the aggregate amount of principal of and  accrued
 interest  on  their  respective  Loans;   provided  that  (i) if  any   such
 participations are purchased and  all or any portion  of the payment  giving
 rise thereto is recovered,  such  participations shall be rescinded and  the
 purchase price restored to  the extent of  such recovery, without  interest,
 and (ii) the provisions of this paragraph shall not be construed to apply to
 any payment made  by the  Borrower pursuant to  and in  accordance with  the
 express terms  of this  Agreement or  any payment  obtained by  a Lender  as
 consideration for the assignment of or sale of a participation in any of its
 Loans to any  assignee or  participant, other than  to the  Borrower or  any
 Subsidiary or  Affiliate  thereof  (as  to  which  the  provisions  of  this
 paragraph shall apply).  The Borrower consents to the foregoing and  agrees,
 to the extent it may effectively do so under applicable law, that any Lender
 acquiring  a  participation  pursuant  to  the  foregoing  arrangements  may
 exercise against  the  Borrower  rights of  set-off  and  counterclaim  with
 respect to  such participation  as fully  as if  such Lender  were a  direct
 creditor of the Borrower in the amount of such participation.

           (d)  Unless the Administrative  Agent shall  have received  notice
 from the Borrower  prior to  the date on  which any  payment is  due to  the
 Administrative Agent  for the  account of  the  Lenders hereunder  that  the
 Borrower will not  make such payment,  the Administrative  Agent may  assume
 that the Borrower has made such payment on such date in accordance  herewith
 and may, in  reliance upon such  assumption, distribute to  the Lenders  the
 amount due.   In  such event,  if the  Borrower has  not in  fact made  such
 payment, then each of the Lenders, as  the case may be, severally agrees  to
 repay to  the  Administrative  Agent  forthwith  on  demand  the  amount  so
 distributed to such  Lender with  interest thereon,  for each  day from  and
 including the date  such amount is  distributed to it  to but excluding  the
 date of payment to the Administrative  Agent, at the greater of the  Federal
 Funds Effective Rate and  a rate determined by  the Administrative Agent  in
 accordance with banking industry rules on interbank compensation.

           (e)  If any Lender shall fail to  make any payment required to  be
 made by it pursuant to Section 2.04(b)  or 2.12(d), then the  Administrative
 Agent  may,  in  its  discretion  (notwithstanding  any  contrary  provision
 hereof), apply any amounts thereafter  received by the Administrative  Agent
 for the account of  such Lender to satisfy  such Lender's obligations  under
 such Sections until all such unsatisfied obligations are fully paid.
<PAGE>
           SECTION   2.13  Mitigation Obligations; Replacement of Lenders.

           (a)  If any Lender  requests compensation  under Section 3.01,  or
 if the Borrower is required  to pay any additional  amount to any Lender  or
 any Governmental  Authority  for  the account  of  any  Lender  pursuant  to
 Section 2.11, then such Lender shall use  reasonable efforts to designate  a
 different lending office for  funding or booking its  Loans hereunder or  to
 assign its  rights and  obligations hereunder  to  another of  its  offices,
 branches or affiliates, if, in the judgment of such Lender, such designation
 or assignment  (i) would eliminate  or reduce  amounts payable  pursuant  to
 Section 2.11 or 3.01, as the case may  be, in the future and (ii) would  not
 subject such  Lender to  any  unreimbursed cost  or  expense and  would  not
 otherwise be disadvantageous to such Lender.  The Borrower hereby agrees  to
 pay all reasonable costs and expenses  incurred by any Lender in  connection
 with any such designation or assignment.

           (b)  If any Lender requests compensation under Section 3.01, or if
 the Borrower is required to pay any  additional amount to any Lender or  any
 Governmental  Authority  for   the  account  of   any  Lender  pursuant   to
 Section 2.11, or if  any Lender  defaults in  its obligation  to fund  Loans
 hereunder, then  the Borrower  may, at  its sole  expense and  effort,  upon
 notice to such Lender and the  Administrative Agent, require such Lender  to
 assign and delegate, without recourse (in accordance with and subject to the
 restrictions contained  in Section 12.04),  all  its interests,  rights  and
 obligations under  this Agreement  to an  assignee  that shall  assume  such
 obligations (which assignee may be another Lender, if a Lender accepts  such
 assignment); provided that  (i) the Borrower shall  have received the  prior
 written consent  of  the  Administrative  Agent,  which  consent  shall  not
 unreasonably be withheld, (ii) such Lender shall have received payment of an
 amount equal to  the outstanding principal  of its  Loans, accrued  interest
 thereon, accrued fees and  all other amounts payable  to it hereunder,  from
 the assignee  (to  the extent  of  such outstanding  principal  and  accrued
 interest and fees) or the  Borrower (in the case  of all other amounts)  and
 (iii) in the  case  of  any  such assignment  resulting  from  a  claim  for
 compensation under Section 3.01 or payments required to be made pursuant  to
 Section 2.11,  such  assignment   will  result  in   a  reduction  in   such
 compensation or payments.  A Lender shall  not be required to make any  such
 assignment and delegation if, prior thereto, as a result of a waiver by such
 Lender or otherwise,  the circumstances  entitling the  Borrower to  require
 such  assignment and delegation cease to apply.

                            ARTICLE III

                  Yield Protection and Illegality

           SECTION 3.1  Increased Costs.

           (a)  If any Change in Law shall:

                (i)  impose, modify or deem  applicable any reserve,  special
           deposit or similar requirement against assets of, deposits with or
           for the account of, or credit extended by, any Lender (except  any
           such reserve requirement reflected in the Adjusted LIBO Rate); or

                (ii) impose on any Lender or the London interbank market  any
           other condition affecting this Agreement or Eurodollar Loans  made
           by such Lender;
<PAGE>
 and the result of any of the foregoing shall be to increase the cost to such
 Lender of making or maintaining any  Eurodollar Loan (or of maintaining  its
 obligation to  make any  such Loan)  or  to reduce  the  amount of  any  sum
 received or  receivable  by such  Lender  hereunder (whether  of  principal,
 interest or otherwise), then  the Borrower will pay  to such Lender, as  the
 case may  be, such  additional amount  or amounts  as will  compensate  such
 Lender, as the case may be, for such additional costs incurred or  reduction
 suffered.

           (b)  If any Lender  determines that  any Change  in Law  regarding
 capital requirements has or  would have the effect  of reducing the rate  of
 return on such Lender's capital or  on the capital of such Lender's  holding
 company, if any, as  a consequence of  this Agreement or  the Loans made  by
 such Lender,  to a  level below  that  which such  Lender or  such  Lender's
 holding company could have achieved but for such Change in Law (taking  into
 consideration such  Lender's  policies and  the  policies of  such  Lender's
 holding company with respect  to capital adequacy), then  from time to  time
 the Borrower will pay  to such Lender such  additional amount or amounts  as
 will compensate such Lender  or such Lender's holding  company for any  such
 reduction suffered.

           (c)  A certificate of a Lender setting forth the amount or amounts
 necessary to compensate such Lender, or its holding company, as the case may
 be, as specified in paragraph (a) or (b) of this Section shall be  delivered
 to the Borrower and shall be conclusive absent manifest error.  The Borrower
 shall pay such Lender the amount shown as due on any such certificate within
 10 days after receipt thereof.

           (d)  Failure or  delay  on  the  part  of  any  Lender  to  demand
 compensation pursuant to this Section shall not constitute a waiver of  such
 Lender's right to demand such compensation; provided that the Borrower shall
 not be required  to compensate  a Lender pursuant  to this  Section for  any
 increased costs or reductions incurred more than 270 days prior to the  date
 that such Lender, as the case may be, notifies the Borrower of the Change in
 Law giving rise to such increased  costs or reductions and of such  Lender's
 intention to  claim compensation  therefor; provided  further that,  if  the
 Change in  Law  giving  rise  to  such  increased  costs  or  reductions  is
 retroactive, then the 270-day period referred to above shall be extended  to
 include the period of retroactive effect thereof.

           SECTION 3.2  Alternate Rate of Interest.

                 If  prior  to  the commencement of any Interest Period for a
 Eurodollar Borrowing:

           (a)  the  Administrative  Agent  determines  (which  determination
 shall be  conclusive absent  manifest error)  that adequate  and  reasonable
 means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate,
 as applicable, for such Interest Period; or

           (b)  the Administrative Agent is  advised by the Required  Lenders
 that the  Adjusted LIBO  Rate or  the  LIBO Rate,  as applicable,  for  such
 Interest Period will  not adequately  and fairly  reflect the  cost to  such
 Lenders (or  Lender) of  making or  maintaining their  Loans (or  its  Loan)
 included in such Borrowing for such Interest Period;
<PAGE>
 then the Administrative Agent shall give notice thereof to the Borrower  and
 the Lenders by telephone or telecopy  as promptly as practicable  thereafter
 and, until the Administrative  Agent notifies the  Borrower and the  Lenders
 that the circumstances giving rise to  such notice no longer exist,  (i) any
 Interest Election Request that requests the conversion of any Borrowing  to,
 or continuation  of  any  Borrowing as,  a  Eurodollar  Borrowing  shall  be
 ineffective  and  (ii) if  any  Borrowing  Request  requests  a   Eurodollar
 Borrowing, such Borrowing shall be made as an ABR Borrowing.

           SECTION   3.3   Illegality.

     Notwithstanding any other provision of this Agreement, in the event that
 it becomes unlawful for any  Lender or  its  applicable  lending  office  to
 (a) honor  its  obligation  to  make  Eurodollar  Borrowings  hereunder   or
 (b) maintain  Eurodollar  Borrowings  hereunder,  then  such  Lender   shall
 promptly notify  the Borrower  (with a  copy  to the  Administrative  Agent)
 thereof  and  such  Lender's  obligation  to  make  or  maintain  Eurodollar
 Borrowings  and  to  convert  other  Types  of  Borrowings  into  Eurodollar
 Borrowings hereunder shall be suspended until  such time as such Lender  may
 again make  and  maintain  Eurodollar  Borrowings,  in  which  case  (i) all
 Borrowings which  would  be otherwise  made  by such  Lender  as  Eurodollar
 Borrowings shall be made instead as ABR Borrowings and all Borrowings  which
 would otherwise be  converted into (or  continued as) Eurodollar  Borrowings
 shall be converted  instead into  (or shall  remain as)  ABR Borrowings  and
 (ii) if such Lender so requests  by notice to the  Borrower (with a copy  to
 the Administrative Agent), all Eurodollar Borrowings of such Lender shall be
 automatically converted into ABR  Borrowings on the  date specified by  such
 Lender in such notice.

           SECTION 3.4   Treatment  of  Affected Borrowings.

           If the Eurodollar  Borrowings of any  Lender are  to be  converted
 pursuant to Section 3.03 hereof,  such Lender's Eurodollar Borrowings  shall
 be automatically converted  into ABR Borrowings  on the last  day(s) of  the
 then current Interest Period(s) for such  Eurodollar Borrowings (or on  such
 earlier date as such Lender may specify to  the Borrower with a copy to  the
 Administrative Agent)  and, unless  and until  such Lender  gives notice  as
 provided below  that the  circumstances specified  in Section   3.03  hereof
 which gave rise to such conversion no longer exist:

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

           (b)  All Borrowings which would otherwise be made or continued  by
 such Lender as Eurodollar Borrowings shall be made as or converted into  ABR
 Borrowings and  all  Borrowings of  such  Lender which  would  otherwise  be
 converted into Eurodollar Borrowings   shall be  converted instead into  (or
 shall remain as) ABR Borrowings; and
<PAGE>
 If  such  Lender  gives  notice  to  the  Borrower  (with  a  copy  to   the
 Administrative Agent)  that  the  circumstances  specified  in  Section 3.03
 hereof which  gave  rise  to the  conversion  of  such  Lender's  Eurodollar
 Borrowings pursuant to this Section 3.04 no longer exist (which such  Lender
 agrees to do promptly  upon such circumstances ceasing  to exist) at a  time
 when Eurodollar  Borrowings are  outstanding, such  Lender's ABR  Borrowings
 shall be automatically converted, on the first day(s) of the next succeeding
 Interest Period(s) for such outstanding Eurodollar Borrowings to the  extent
 necessary so that, after giving effect  thereto, all Borrowings held by  the
 Lenders holding Eurodollar Borrowings and by  such Lender are held pro  rata
 (as to principal amounts,  Types, and Interest  Periods) in accordance  with
 their respective Commitments.

           SECTION 3.5  Break Funding Payments.

           In the event of (a) the payment of any principal of any Eurodollar
 Loan other than  on the last  day of an  Interest Period applicable  thereto
 (including as a result  of an Event of  Default), (b) the conversion of  any
 Eurodollar Loan other than on the last day of the Interest Period applicable
 thereto, (c) the failure to borrow, convert, continue or prepay any Loan  on
 the date specified in  any notice delivered  pursuant hereto (regardless  of
 whether such notice may be revoked  under Section 2.08(b) and is revoked  in
 accordance therewith), or  (d) the assignment of  any Eurodollar Loan  other
 than on the last day of the  Interest Period applicable thereto as a  result
 of a request  by the Borrower  pursuant to Section 2.13,  then, in any  such
 event, the Borrower  shall compensate  each Lender  for the  loss, cost  and
 expense attributable to such event.  In the case of a Eurodollar Loan,  such
 loss, cost or expense  to any Lender  shall be deemed  to include an  amount
 determined by such Lender  to be the  excess, if any,  of (i) the amount  of
 interest which would have accrued on  the principal amount of such Loan  had
 such event not occurred,  at the Adjusted  LIBO Rate   that would have  been
 applicable to such Loan, for the period from  the date of such event to  the
 last day of the then current Interest Period therefor (or, in the case of  a
 failure to borrow, convert or continue, for the period that would have  been
 the Interest Period for such Loan),  over (ii) the amount of interest  which
 would accrue on such principal amount  for such period at the interest  rate
 which such Lender  would bid were  it to bid,  at the  commencement of  such
 period, for dollar  deposits of a  comparable amount and  period from  other
 banks in the eurodollar market.   A certificate of any Lender setting  forth
 any amount or amounts  that such Lender is  entitled to receive pursuant  to
 this Section shall  be delivered  to the  Borrower and  shall be  conclusive
 absent manifest error.  The Borrower shall pay such Lender the amount  shown
 as due on any such certificate within 10 days after receipt thereof.

                            ARTICLE IV

                             Security

           SECTION 4.1  Collateral.

           To secure  full  and  complete  payment  and  performance  of  the
 Obligations, the Borrower shall execute and deliver or cause to be  executed
 and delivered  the  documents  described below  covering  the  property  and
 collateral described in  this Section 4.01 (which,  together with any  other
 property and collateral which may now or hereafter secure the Obligations or
 any part thereof, is sometimes herein called the "Collateral"):
<PAGE>
           (a)  The Borrower will, and will cause each of the Guarantors  to,
 grant to the  Administrative Agent, for  the benefit  of the  Administrative
 Agent and the  Lenders, a  first priority security  interest in  all of  its
 accounts, accounts  receivable, equipment,  machinery, furniture,  fixtures,
 inventory,  chattel  paper,  documents,  instruments,  general  intangibles,
 investment property,  intellectual property,  and  Equity Interests  in  its
 Subsidiaries, whether now owned or hereafter acquired, and all products  and
 proceeds thereof, pursuant to the Security Agreement; provided that not more
 than 65% of the Equity Interests of any Foreign Subsidiary shall be required
 to be subject to such security interest.

           (b)  The Borrower will,  and will cause  each of its  Subsidiaries
 to, execute and cause to be executed such further documents and instruments,
 including without limitation, Uniform Commercial Code financing  statements,
 as the  Administrative Agent,  in its  sole discretion,  deems necessary  or
 desirable to evidence and perfect its Liens in the Collateral.



                             ARTICLE V

                  Representations and Warranties

           The Borrower represents and  warrants to the Administrative  Agent
 and the Lenders that:

           SECTION  5.1    Organization;  Powers.

           Each of  the Borrower  and its  Subsidiaries   is duly  organized,
 validly existing and in good standing under the laws of the jurisdiction  of
 its organization, has  all requisite  power and  authority to  carry on  its
 business  as  now  conducted  and,  except  where  the  failure  to  do  so,
 individually or in the aggregate, could not reasonably be expected to result
 in a Material Adverse Effect, is qualified to do business in, and is in good
 standing  in,  every  jurisdiction  where  because  of  the  nature  of  its
 activities or properties such qualification is required.


           SECTION   5.2    Authorization;  Enforceability.

           The Transactions and the Acquisition of the Company are within the
 powers of the  Borrower and the  Subsidiaries, respectively,  and have  been
 duly authorized by all necessary action.  This Agreement and the other  Loan
 Documents to  which Borrower  or any  Guarantor is  a party  have been  duly
 executed and delivered  by such Person  and constitutes a  legal, valid  and
 binding obligation  of such  Person, enforceable  in accordance  with  their
 respective   terms,   subject   to   applicable   bankruptcy,    insolvency,
 reorganization,  moratorium  or  other  laws  affecting  creditors'   rights
 generally and subject to general principles of equity, regardless of whether
 considered in a  proceeding in equity  or at law.   The  Acquisition of  the
 Company  is  within  the  Company's  corporate  powers  and  has  been  duly
 authorized by all necessary action.
<PAGE>
           SECTION 5.3   Governmental  Approvals;  No Conflicts.

           Neither the  Transactions  nor  the  Acquisition  of  the  Company
 (a) require any consent or approval of, registration or filing with, or  any
 other action  by,  any Governmental  Authority,  except such  as  have  been
 obtained or made and are in full force and effect or failure to do so  would
 not have a Material Adverse Effect,  (b) will violate any applicable law  or
 regulation or the charter, by-laws or other organizational documents of  the
 Borrower or  any  of its  Subsidiaries  or  any order  of  any  Governmental
 Authority, other than any violation that  would not have a Material  Adverse
 Effect, (c) will   violate  or  result in  a  default under  any  indenture,
 agreement or  other instrument  binding  upon the  Borrower  or any  of  its
 Subsidiaries, or their respective assets, or give rise to a right thereunder
 to  require  any  payment  to  be  made  by  the  Borrower  or  any  of  its
 Subsidiaries, other  than  any violation  that  would not  have  a  Material
 Adverse Effect, and  (d) will result in  the creation or  imposition of  any
 Lien on any asset  of the Borrower  or any of  its Subsidiaries, other  than
 Liens created or imposed by the Transactions.

           SECTION  5.4  Financial Condition; No Material Adverse Change.

           (a)  The Borrower  has heretofore  furnished  to the  Lenders  its
 consolidated balance sheet  and statements of  income, stockholders'  equity
 and cash flows  as of  and for  the fiscal  years ended  December 31,  1997,
 December   31,   1998    and   December   31,    1999,   reported   on    by
 PricewaterhouseCoopers LLP, independent public accountants.  Such  financial
 statements present fairly, in all material respects, the financial  position
 and  results  of  operations  and  cash  flows  of  the  Borrower  and   its
 consolidated  Subsidiaries  as  of  such  dates  and  for  such  periods  in
 accordance with GAAP.

           (b)  Since  December 31, 1998, there has been no material  adverse
 change in  the  business,  assets, operations  or  condition,  financial  or
 otherwise, of the Borrower and its Subsidiaries, taken as a whole.

           (c)  The Company  has  heretofore  furnished to  the  Lenders  its
 consolidated balance sheet  and statements of  income, stockholders'  equity
 and cash flows (i) as of  and for the fiscal  years ended December 31,  1997
 and December 31,  1998, reported on  by Deloitte &  Touche LLP,  independent
 public accountants and (ii) as of and for the fiscal year ended December 31,
 1999, certified by its chief financial  officer.  Such financial  statements
 present fairly, in all material respects, the financial position and results
 of  operations  and  cash  flows  of   the  Company  and  its   consolidated
 subsidiaries as of such dates and for such periods in accordance with  GAAP,
 subject to year-end audit  adjustments and the absence  of footnotes in  the
 case of the statements referred to in clause (ii) above.

           (d)  Since  December 31, 1998, there has been no material  adverse
 change in  the  business,  assets, operations  or  condition,  financial  or
 otherwise, of the Company  and its subsidiaries, taken as a whole.

           (e)  Except as disclosed in  the financial statements referred  to
 above or the notes  thereto and except for  Disclosed Matters, after  giving
 effect to the Transactions and the  Acquisition of the Company, none of  the
 Borrower or its  Subsidiaries has, as  of the Effective  Date, any  material
 contingent liabilities, unusual long term commitments or unrealized losses.
<PAGE>
           SECTION 5.5  Properties.

           (a)  Each of the Borrower and its Subsidiaries has good title  to,
 or valid leasehold interests in, all its real and personal property material
 to its business,  except for minor  defects in title  that do not  interfere
 with its  ability to  conduct  its business  as  currently conducted  or  to
 utilize such  properties  for  their intended  purposes,  and  none  of  the
 properties, assets or leasehold interests of the Borrower or any  Subsidiary
 is subject to any Lien, except as permitted by Section 8.02.

           (b)  Each of  the  Borrower  and  its  Subsidiaries  owns,  or  is
 licensed to use, all trademarks,  tradenames, copyrights, patents and  other
 intellectual property material to its business,  and the use thereof by  the
 Borrower and its Subsidiaries does not infringe upon the rights of any other
 Person, except  for any  such infringements  that,  individually or  in  the
 aggregate, could not reasonably be expected to result in a Material  Adverse
 Effect.

           SECTION 5.6   Litigation  and  Environmental Matters.

           (a)  There are no actions, suits or  proceedings by or before  any
 arbitrator or Governmental Authority pending against or, to the knowledge of
 the Borrower, threatened  against or affecting  the Borrower or  any of  its
 Subsidiaries (i) as to which there is a reasonable possibility of an adverse
 determination  and  that,  if  adversely  determined,  could  reasonably  be
 expected, individually or in the aggregate, to result in a Material  Adverse
 Effect  (other  than  the  Disclosed  Matters)  or  (ii) that  involve  this
 Agreement, any of the other Loan  Documents, the Acquisition of the  Company
 or the Transactions.

           (b)  Except for the Disclosed Matters  and except with respect  to
 any other  matters  that,  individually  or  in  the  aggregate,  could  not
 reasonably be expected to result in  a Material Adverse Effect, neither  the
 Borrower nor  any of  its Subsidiaries  (i) has failed  to comply  with  any
 Environmental Law or to obtain, maintain or comply with any permit,  license
 or other  approval required  under any  Environmental Law,  (ii) has  become
 subject to any  Environmental Liability,  (iii) has received  notice of  any
 claim with respect to any Environmental Liability or (iv) knows of any basis
 for any Environmental Liability.

           (c)  Since the date of this Agreement, there has been no change in
 the status of the Disclosed Matters that, individually or in the  aggregate,
 has resulted  in, or  materially increased  the  likelihood of,  a  Material
 Adverse Effect.

           SECTION 5.7    Compliance with  Laws  and Agreements.

           Each of the Borrower  and its Subsidiaries  is in compliance  with
 all laws, regulations and orders of any Governmental Authority applicable to
 it or  its property  and all  indentures, agreements  and other  instruments
 binding upon  it  or  its property,  except  where  the failure  to  do  so,
 individually or in the aggregate, could not reasonably be expected to result
 in a Material Adverse Effect.  No Default has occurred and is continuing.
<PAGE>
           SECTION 5.8   Investment and  Holding Company  Status.

           Neither the  Borrower  nor  any  of  its  Subsidiaries  is  (a) an
 "investment company"  as defined  in, or  subject to  regulation under,  the
 Investment Company Act of 1940 or (b) a "holding company" as defined in,  or
 subject to regulation under, the Public Utility Holding Company Act of 1935.

           SECTION 5.9  Taxes.

           Each of  the Borrower  and its  Subsidiaries has  timely filed  or
 caused to be filed all Tax returns  and reports required to have been  filed
 and has paid or caused to  be paid all Taxes required  to have been paid  by
 it, except (a) Taxes that are being  contested in good faith by  appropriate
 proceedings and for which  the Borrower or  such Subsidiary, as  applicable,
 has set aside on its books adequate  reserves or (b) to the extent that  the
 failure to do so could  not reasonably be expected  to result in a  Material
 Adverse Effect.

           SECTION 5.10  ERISA.

           No ERISA Event  has occurred or  is reasonably  expected to  occur
 that, when  taken  together with  all  other  such ERISA  Events  for  which
 liability is reasonably expected to occur,  could reasonably be expected  to
 result in a Material Adverse Effect.   The present value of all  accumulated
 benefit obligations  under each  Plan (based  on  the assumptions  used  for
 purposes of Statement of Financial Accounting Standards No. 87) did not,  as
 of the date of the most recent financial statements reflecting such amounts,
 exceed by more than $1,000,000 the fair  market value of the assets of  such
 Plan, and the present  value of all accumulated  benefit obligations of  all
 underfunded Plans (based on the assumptions  used for purposes of  Statement
 of Financial Accounting  Standards No. 87) did  not, as of  the date of  the
 most recent financial  statements reflecting  such amounts,  exceed by  more
 than $1,000,000 the fair market value of the assets of all such  underfunded
 Plans.

           SECTION 5.11  Disclosure.

           The  Borrower  has  disclosed  to  the  Lenders  all   agreements,
 instruments and corporate  or other  restrictions to  which it,  any of  its
 Subsidiaries  is  subject,  and  all  other  matters  known  to  it,   that,
 individually or in the aggregate, could reasonably be expected to result  in
 a Material  Adverse Effect.   None  of  the reports,  financial  statements,
 certificates or other information furnished by or on behalf of the  Borrower
 to the Administrative Agent or any Lender in connection with the negotiation
 of this Agreement  or delivered hereunder  (as modified  or supplemented  by
 other information so furnished) contains  any material misstatement of  fact
 or omits  to  state any  material  fact  necessary to  make  the  statements
 therein, in the light of the  circumstances under which they were made,  not
 misleading; provided that, with respect to projected financial  information,
 the Borrower  represents only  that such  information was  prepared in  good
 faith based upon assumptions believed to be reasonable at the time.
<PAGE>
           SECTION 5.12  Year 2000.

           The Year 2000 date  change has not resulted  in disruption of  the
 Borrower's and  its Subsidiaries'  computer hardware,  software,  databases,
 systems  and  other  equipment  containing  embedded  microchips  (including
 systems and equipment supplied by others or with which the Borrower's or its
 Subsidiaries' systems interface), or to the Borrower's or its  Subsidiaries'
 operations  or business systems, or  to the best  of the  Borrower's or  its
 Subsidiaries' knowledge,  to  the  operations or  business  systems  of  the
 Borrower's major vendors, customers, suppliers and counterparties.  Borrower
 has no reason to  believe that liabilities and  expenditures related to  the
 Year 2000  date-change  (including,  without  limitation,  costs  caused  by
 reprogramming errors, the failure of others'  systems or equipment, and  the
 potential liability,  if any,  of  the Borrower  or   its  Subsidiaries  for
 Year 2000 related costs incurred or  disruption experienced by others)  will
 result in a Default or a Material Adverse Effect.

           SECTION 5.13  Indebtedness.

           The Borrower and its Subsidiaries have no  Indebtedness, except as
 disclosed on Schedule 8.01 or otherwise permitted by Section 8.01.

           SECTION 5.14  Subsidiaries.

           The Borrower  has  no  Subsidiaries other  than  those  listed  on
 Schedule 5.14 hereto,  and  Schedule 5.14  sets forth  the  jurisdiction  of
 organization of each Subsidiary and the percentage of the Borrower's or  any
 Subsidiary's ownership of the outstanding voting stock or other ownership or
 Equity Interests of each Subsidiary and designates the   Subsidiaries as  of
 the Effective  Date.   All  of  the  outstanding Equity  Interests  of  each
 Subsidiary have been validly issued, is  fully paid, and is nonassessable.
 The Borrower  shall,  from  time  to  time  as  necessary,  deliver  to  the
 Administrative Agent an  updated Schedule 5.14 to  this Agreement,  together
 with a certificate of an authorized officer of the Borrower certifying  that
 the information set forth in  such schedule is true, correct and complete as
 of such date.

           SECTION 5.15  Inventory.

           All inventory of the  Borrower and its  Subsidiaries has been  and
 will hereafter be produced  in compliance with  all applicable laws,  rules,
 regulations, and governmental standards, including, without limitation,  the
 minimum wage and  overtime provisions of  the Fair Labor  Standards Act,  as
 amended (29 U.S.C. '' 201-219), and the regulations promulgated  thereunder,
 except any noncompliance that does not have a Material Adverse Effect.
<PAGE>
           SECTION 5.16   Patents,  Trademarks  and Copyrights.

           Schedule 5.16 sets forth a true, accurate and complete listing, as
 of  the  date  hereof,  of  all  patents,  trademarks  and  copyrights,  and
 applications therefor,  of the  Borrower and  its Subsidiaries.   Except  as
 created or permitted under the Loan  Documents, no Lien exists with  respect
 to the interests  of the  Borrower or any  Subsidiary in  any such  patents,
 trademarks, copyrights or  applications, and  neither the  Borrower nor  any
 Subsidiary has transferred or subordinated any interest it may have in  such
 patents, trademarks, copyrights and applications.  The Borrower shall,  from
 time to time as  necessary, deliver to the  Administrative Agent an  updated
 Schedule 5.16  to  this  Agreement,  together  with  a  certificate  of   an
 authorized officer of the Borrower certifying that the information set forth
 on such schedule is true, correct  and complete as of  such date.  Upon  the
 request of the Administrative Agent at any time, the Borrower shall  execute
 and deliver  and cause  to  be executed  and  delivered assignments  of  all
 patents, trademarks, copyrights  and applications therefor  included in  the
 Collateral, in favor  of the  Administrative Agent  for the  benefit of  the
 Administrative Agent and the Lenders, which assignments shall be in form and
 substance satisfactory  to  the  Administrative Agent  and  in  proper  form
 (i) for recording  in  the U.S.  Patent  and Trademark  Office  to  properly
 reflect the Administrative  Agent's security interest  in all U.S.  patents,
 trademarks and applications therefor included in the Collateral and (ii) for
 recording with  the  U.S.  Library  of  Congress  to  properly  reflect  the
 Administrative  Agent's  security  interest  in  all  U.S.  copyrights   and
 applications therefor included in the Collateral.

           SECTION 5.17  Margin Securities.

           Neither the  Borrower  nor  any of  its  Subsidiaries  is  engaged
 principally, or  as one  of its  important activities,  in the  business  of
 extending credit  for the  purpose of  purchasing  or carrying  any  "margin
 stock" within the meaning of Regulation T, U or X of the Board, as  amended.
  No part  of  the  proceeds of  any  Borrowing  will be  used,  directly  or
 indirectly, to purchase  or carry any  margin stock or  to extend credit  to
 others for the purpose of purchasing or carrying margin stock.

           SECTION 5.18  Labor Matters.

           Except for any  of the following  that would not  have a  Material
 Adverse Effect,  (a) there  are  no  actual  or  threatened  strikes,  labor
 disputes,  slow  downs,  walkouts,   work  stoppages,  or  other   concerted
 interruptions of operations that involve any employees employed at any  time
 in connection  with the  business activities  or operations  at any  of  the
 Borrower's or its Subsidiaries' locations,  (b) hours worked by and  payment
 made to the employees of the Borrower  or its Subsidiaries have not been  in
 violation of the  Fair Labor  Standards Act  or any  other applicable  laws,
 rules and regulations pertaining to labor matters, (c) all payments due from
 the Borrower or its Subsidiaries for employee health and welfare  insurance,
 including, without limitation,  workers' compensation  insurance, have  been
 paid or accrued as a liability on its books, (d) the business activities and
 operations of the Borrower and its  Subsidiaries are in compliance with  the
 Occupational Safety and  Health Act of  1970, 29 U.S.C.  ' 651  et seq.  and
 other applicable health and safety laws, rules and regulations.
<PAGE>
           SECTION 5.19  Solvency.

           On the  Effective Date  and on  the date  of each  Borrowing,  the
 Borrower and each of  its Subsidiaries are, and  after giving effect to  the
 Transactions, the Acquisition  of the Company  and the requested  Borrowing,
 will be, Solvent.

           SECTION  5.20    Burdensome  Agreements.

           Neither the Borrower nor  any of its Subsidiaries  are a party  to
 any agreements which contain any unusual or burdensome provisions which  are
 reasonably likely to result in a Material Adverse Effect.


                            ARTICLE VI

                            Conditions

           SECTION 6.1  Effective Date.

           The obligations of the Lenders to  make Loans hereunder shall  not
 become effective until the  date on which the  Administrative Agent (or  its
 counsel) has received (or waived in  accordance with Section 12.02) each  of
 the following,  in form  and substance  satisfactory to  the  Administrative
 Agent:

           (a)  Credit Agreement.  Either (i) a counterpart of this Agreement
 signed on behalf of each party hereto or (ii) written evidence  satisfactory
 to the Administrative Agent  (which may include  telecopy transmission of  a
 signed signature  page of  this  Agreement) that  such  party has  signed  a
 counterpart of this Agreement.

           (b)  Resolutions.   Such  documents   and  certificates   as   the
 Administrative Agent or its counsel may  reasonably request relating to  the
 organization,  existence  and  good  standing   of  the  Borrower  and   its
 Subsidiaries (including the Company and its subsidiaries), the authorization
 of the Transactions and the Acquisition of the Company, and any other  legal
 matters relating  to the  Borrower, its  Subsidiaries,  the Company  or  its
 subsidiaries, the Loan Documents or the  Transactions or the Acquisition  of
 the Company, all in  form and substance  satisfactory to the  Administrative
 Agent and its counsel.

           (c)  Corporate Structure.   Evidence of  the Borrower's  corporate
 and  subsidiary  structure,   which    evidence   and  structure  shall   be
 satisfactory to the Administrative Agent in its reasonable judgment.

           (d)  Governmental  and  Third Party Approvals.   All  governmental
 and third-party approvals necessary or advisable, in the reasonable judgment
 of the Administrative Agent, in connection with the Loans and in  connection
 with the continuing operations of each of the Borrower, its Subsidiaries and
 the Company.

           (e)  Financial Statements.   The financial statements specified in
 Section 5.04, which shall be satisfactory to the Administrative Agent in its
 reasonable judgment.
<PAGE>
           (f)  Reports and Opinions.  An independent  auditor's most  recent
 management letter  and  unqualified report  and  opinion on  the  Borrower's
 financial statements.

           (g)  Notes.  The Notes executed by the Borrower.

           (h)  Security Agreement.  The  Security Agreement executed by  the
 Borrower and the Guarantors.

           (i)  Financing Statements.    Uniform  Commercial  Code  financing
 statements executed  by the  Borrower and  the Guarantors  and covering  the
 Collateral.

           (j)  Equity Interests.  The original certificates representing the
 Equity Interests included in the  Collateral, together with transfer  powers
 duly executed in blank by the Borrower.

           (k)  Instruments and Chattel Paper.  The originals of any and  all
 instruments and chattel paper included in the Collateral, including  without
 limitation, all promissory  notes evidencing  all intercompany  Indebtedness
 owed to  Borrower or  any  Guarantor by  Borrower  or any  Subsidiary,  each
 endorsed to the order of the Administrative Agent.

           (l)  Intellectual   Property    Documentation.       Documentation
 satisfactory to  the  Administrative  Agent,  executed  by  the  appropriate
 parties, (i)  for recording  in  the U.S.  Patent  and Trademark  Office  to
 properly reflect the  Administrative Agent's security  interest in all  U.S.
 patents, trademarks  and  applications  therefor of  the  Borrower  and  the
 Guarantors, and  (ii)  for  recording with  the  United  States  Library  of
 Congress to properly reflect the Administrative Agent's security interest in
 all U.S.  copyrights  and applications  therefor  of the  Borrower  and  the
 Guarantors.

           (m)  Guaranty.  The Guaranty executed by each Guarantor.

           (n)  Contribution and Indemnification Agreement.  The Contribution
 and Indemnification Agreement executed by the Borrower and each Guarantor.

           (o)  Landlord and Mortgagee Waivers  or Subordinations.   Landlord
 and mortgagee waivers or subordinations  in form and substance  satisfactory
 to the Administrative Agent executed by  each landlord and mortgagee of  any
 real property located in  the United States where  any of the Collateral  is
 located, as well as any other  agreements of third parties in possession  of
 any of the Collateral as the Administrative Agent may reasonably require.

           (p)  Insurance Policies.   Certificate(s) of insurance  evidencing
 all insurance policies required by Section 7.07, together with loss  payable
 endorsements (where applicable)  in favor of  the Administrative Agent,  for
 the benefit of the  Administrative Agent and   the Lenders, with respect  to
 all insurance policies covering Collateral.

           (q)  Lien Searches.  The results of   UCC, tax and judgment lien
 searches showing all financing statements,   other documents or  instruments
 and tax  and judgment  liens   on file  against each  of the  Borrower,  the
 Subsidiaries and the  Company in  such jurisdictions  as the  Administrative
 Agent may require, such searches to  be as of a  date no more than  ten (10)
 days prior to the Effective Date.
<PAGE>
           (r)  Opinion of Counsel. A favorable written opinion (addressed to
 the Administrative Agent and the Lenders  and dated the Effective Date) of
 Locke, Liddell &  Sapp, counsel for  the Borrower and  the Subsidiaries,  in
 form and  substance satisfactory  to the  Administrative  Agent, as  to  the
 matters specified on Exhibit "F" hereto and  such other matters relating  to
 the Borrower, this Agreement, the other  Loan Documents or the  Transactions
 as the Administrative Agent shall reasonably request, provided that opinions
 regarding matters  relating to  the Company  and its  Subsidiaries shall  be
 given by Ric Floyd, in house  counsel for the Borrower and the  Subsidiaries
 pursuant to a favorable written opinion  in form and substance  satisfactory
 to the Administrative Agent.  The  Borrower hereby requests such counsel  to
 deliver such opinions.

           (s)  Indebtedness.  All terms of the Material Indebtedness of  the
 Borrower, its Subsidiaries, and the Company, which shall be satisfactory  to
 the Lenders, and all  requisite consents, approvals and amendments  relating
 to such  Material  Indebtedness,  which  shall  be  in  form  and  substance
 satisfactory to the Administrative Agent.

           (t)  Compliance Certificate.   An initial Compliance  Certificate,
 dated the Effective Date and signed by a Financial Officer of the  Borrower,
 confirming compliance with the conditions  set forth in paragraphs (a),  (b)
 and (c) of Section 6.02 and showing compliance as of  December 31, 1999 with
 the financial covenants set  forth in Article  IX, on a  pro forma basis  as
 though the Acquisition of the Company has been completed.

           (u)  Solvency Certificates.    Certificates, dated  the  Effective
 Date and  signed  by  a Financial  Officer  of  the Borrower,  each  of  the
 Subsidiaries, and  the  Company,  certifying  as  to  the  Solvency  of  the
 Borrower, each of the Subsidiaries and the Company as of the Effective  Date
 and after  giving effect  to the  Transactions and  the Acquisition  of  the
 Company.

           (v)  Fees and  Expenses.   All  fees  and other  amounts  due  and
 payable on or prior to the Effective Date, including to the extent invoiced,
 reimbursement or payment of all reasonable attorneys' fees and out-of-pocket
 expenses required to be reimbursed or paid by the Borrower hereunder.

           (w)  Acquisition Documents.  Copies  of the Acquisition  Documents
 and all  certificates, opinions  and other  documents delivered  thereunder,
 certified by a Financial Officer as  complete and correct, and all  consents
 and approvals required  to be obtained  from any  Governmental Authority  or
 other Person in  connection with the  Acquisition.   All applicable  waiting
 periods and appeal  periods shall  have expired,  in each  case without  the
 imposition of any burdensome conditions.   The Acquisition shall have  been,
 or substantially simultaneously  with the initial  funding of  Loans on  the
 Effective Date  shall be,  consummated in  accordance with  the  Acquisition
 Documents and applicable  law, without  any amendment  to or  waiver of  any
 material terms or conditions  of the Acquisition  Documents not approved  by
 the Required Lenders.

           (x)  Liens.  All existing Liens on any assets of the Borrower  and
 its Subsidiaries,  and  of  the Company  and  its  subsidiaries,  including,
 without limitation,  Liens  of Imperial  Bank,  shall be  terminated  and/or
 released.
<PAGE>
           (y)  Additional Documentation.    Such  additional  documents  and
 certificates as  the  Administrative Agent  or  its counsel  may  reasonably
 request relating to the organization, existence and good standing of each of
 the Borrower, the Subsidiaries,  and the Company,  the authorization of  the
 Transactions and the Acquisition of the Company, and any other legal matters
 relating to the Borrower, the Subsidiaries, the Company, this Agreement, the
 Acquisition of the Company, or the  Transactions, all in form and  substance
 satisfactory to the Administrative Agent and its counsel.

 The Administrative Agent shall  notify the Borrower and  the Lenders of  the
 Effective Date, and such notice shall be conclusive and binding.

           SECTION 6.2  Each Credit Event.

           The obligation of each  Lender to make a  Loan on the occasion  of
 any Borrowing is subject to the satisfaction of the following conditions:

           (a)  Representations and  Warranties.    The  representations  and
 warranties of the Borrower  set forth in this  Agreement and the other  Loan
 Documents shall be true and correct on and as of the date of such Borrowing.

           (b)  No Default.   At  the time  of and  immediately after  giving
 effect to such Borrowing, no Default shall have occurred and be continuing.

           (c)  Material  Adverse   Effect.     No  event,   development   or
 circumstance has occurred  or exists  that has  had or  could reasonably  be
 expected to have a Material Adverse Effect.

           (d)  Borrowing Request Form.  With  respect to any Borrowing,  the
 Administrative Agent shall have received, in accordance with Section 2.03, a
 Borrowing Request Form,  dated the date  of such Borrowing,  executed by  an
 authorized officer of the Borrower.

           (e)  Additional Documentation.    The Administrative  Agent  shall
 have received  such  additional approvals,  opinions,  or documents  as  the
 Administrative Agent or its legal counsel may reasonably request.
 Each Borrowing shall be deemed to  constitute a representation and  warranty
 by the  Borrower  on  the  date  thereof as  to  the  matters  specified  in
 paragraphs (a), (b) and (c) of this Section.

                            ARTICLE VII

                        Affirmative Covenants

           Until the  Commitments have  expired or  been terminated  and  the
 principal of and interest on each Loan and all fees payable hereunder  shall
 have been  paid  in  full,  the  Borrower  covenants  and  agrees  with  the
 Administrative Agent and the Lenders that:

           SECTION 7.1  Financial Statements and Other Information.

           The Borrower will  furnish to  the Administrative  Agent and  each
 Lender:
<PAGE>
           (a)  within 90 days  after the  end of  each  fiscal year  of  the
      Borrower, its audited consolidated balance sheet and related statements
      of operations, stockholders' equity and cash flows as of the end of and
      for such  year, setting  forth in  each case  in comparative  form  the
      figures  for   the   previous  fiscal   year,   all  reported   on   by
      PricewaterhouseCoopers LLP or other  independent public accountants  of
      recognized  national  standing  (without  a  "going  concern"  or  like
      qualification or exception and  without any qualification or  exception
      as to the  scope of such  audit) to the  effect that such  consolidated
      financial statements  present  fairly  in  all  material  respects  the
      financial condition and results of operations  of the Borrower and  its
      consolidated Subsidiaries on  a consolidated basis  in accordance  with
      GAAP consistently applied;

           (b)  within 45 days  after the  end of  each  of the  first  three
      fiscal quarters of each fiscal year  of the Borrower, its  consolidated
      balance sheet  and  related  statements  of  operations,  stockholders'
      equity and cash flows as of the end of and for such fiscal quarter  and
      the then elapsed portion of the fiscal year, setting forth in each case
      in comparative form the figures for the corresponding period or periods
      of (or,  in the  case of  the balance  sheet,  as of  the end  of)  the
      previous fiscal year, all certified by one of its Financial Officers as
      presenting fairly in all material respects the financial condition  and
      results of operations of the Borrower and its consolidated Subsidiaries
      on a consolidated basis in  accordance with GAAP consistently  applied,
      subject to  normal  year-end  audit  adjustments  and  the  absence  of
      footnotes;

           (c)  concurrently with any delivery of financial statements  under
      clause (a) or  (b) above,  a  Compliance  Certificate  of  a  Financial
      Officer of  the Borrower  (i) certifying as  to whether  a Default  has
      occurred and, if a Default has occurred, specifying the details thereof
      and any action  taken or  proposed to  be taken  with respect  thereto,
      (ii) setting  forth  reasonably  detailed  calculations   demonstrating
      compliance  with  the   financial  covenants  set   forth  herein   and
      (iii) stating whether any change in GAAP or in the application  thereof
      has occurred  since  the  date  of  the  audited  financial  statements
      referred to  in Section 5.04  and, if  any  such change  has  occurred,
      specifying the  effect  of  such change  on  the  financial  statements
      accompanying such certificate;

           (d)  concurrently with any delivery of financial statements  under
      clause (a) above, a certificate of the accounting firm that reported on
      such financial  statements  stating  whether  they  obtained  knowledge
      during the course of their examination of such financial statements  of
      any Default (which certificate may be limited to the extent required by
      accounting rules or guidelines);

           (e)  promptly after the same become publicly available, copies  of
      all periodic and  other reports, proxy  statements and other  materials
      filed by  the  Borrower  or any  Subsidiary  with  the  Securities  and
      Exchange Commission, or any Governmental Authority succeeding to any or
      all  of  the  functions  of  said  Commission,  or  with  any  national
      securities exchange, or distributed by the Borrower to its shareholders
      generally, as the case may be; and
<PAGE>
           (f)  promptly following  any request  therefor, such  projections,
      budgets  and  other  information  regarding  the  operations,  business
      affairs and financial condition of the  Borrower or any Subsidiary,  or
      compliance with  the  terms  of  this  Agreement  and  the  other  Loan
      Documents, as the Administrative Agent may reasonably request.

           SECTION 7.2  Notices of Material Events.

           The Borrower will  furnish to  the Administrative  Agent and  each
 Lender prompt written notice of the following:

           (a)  the occurrence of any Default;

           (b)  the filing or commencement of any action, suit or  proceeding
      by or  before  any  arbitrator or  Governmental  Authority  against  or
      affecting the  Borrower or  any Affiliate  thereof that,  if  adversely
      determined, could  reasonably  be  expected to  result  in  a  Material
      Adverse Effect;

           (c)  the occurrence of  any ERISA  Event that,  alone or  together
      with any other  ERISA Events that  have occurred,  could reasonably  be
      expected to result in liability of the Borrower and its Subsidiaries in
      an aggregate amount exceeding $1,000,000; and

           (d)  any other development that results in, or could reasonably be
      expected to result in, a Material Adverse Effect.

 Each notice delivered under this Section shall be accompanied by a statement
 of a Financial Officer  or other executive officer  of the Borrower  setting
 forth the details of the event or development requiring such notice and  any
 action taken or proposed to be taken with respect thereto.

           SECTION 7.3    Existence;  Conduct  of  Business.

           The Borrower will, and will cause each of its Subsidiaries to,  do
 or cause to be done all things necessary to preserve, renew and keep in full
 force and  effect its  legal existence  and the  rights, licenses,  permits,
 privileges, agreements  and  franchises  material  to  the  conduct  of  its
 business; provided  that  the  foregoing  shall  not  prohibit  any  merger,
 consolidation, liquidation or dissolution permitted under Section 8.03.

           SECTION 7.4   Payment of  Obligations.

           The Borrower will, and will cause each of its Subsidiaries to, pay
 its obligations, including Tax liabilities, that, if not paid, could  result
 in a Material Adverse Effect or become a Lien on any of its property, before
 the same  shall  become  delinquent or  in  default,  except  where  (a) the
 validity or amount thereof is being  contested in good faith by  appropriate
 proceedings, (b) the Borrower or such Subsidiary has set aside on its  books
 adequate reserves with respect thereto in  accordance with GAAP and  (c) the
 failure to  make  payment  pending such  contest  could  not  reasonably  be
 expected to result in a Material Adverse Effect.

           SECTION 7.5  Maintenance of Properties.

           The Borrower  will, and  will cause  each of  its Subsidiaries  to
 keep, maintain and preserve all property (tangible and intangible)  material
 to the conduct of its business in good working order and condition, ordinary
 wear and tear excepted.
<PAGE>
           SECTION 7.6  Books and Records; Inspection Rights.

           The Borrower will,  and will cause  each of  its Subsidiaries  to,
 keep proper books  of record  and account in  which full,  true and  correct
 entries are  made  of all  dealings  and  transactions in  relation  to  its
 business and activities.   The  Borrower will, and  will cause  each of  its
 Subsidiaries to, permit any representatives designated by the Administrative
 Agent or any Lender, upon reasonable prior notice, to visit and inspect  its
 properties, to examine and make extracts from its books and records, and  to
 discuss  its  affairs,  finances  and   condition  with  its  officers   and
 independent accountants,  all  at such  reasonable  times and  as  often  as
 reasonably requested.

           SECTION 7.7  Insurance.

           The  Borrower  will   maintain,  and  will   cause  each  of   the
 Subsidiaries to  maintain, insurance  with financially  sound and  reputable
 insurance companies in such  amounts and covering such  risks as is  usually
 carried by corporations  engaged in  similar businesses  and owning  similar
 properties in  the  same  general  areas  in  which  the  Borrower  and  the
 Subsidiaries operate, provided that in any event the Borrower will  maintain
 and cause  each  Subsidiary  to maintain  workers'  compensation  insurance,
 property insurance,  comprehensive  general  liability  insurance,  products
 liability  insurance,   and  business   interruption  insurance   reasonably
 satisfactory to  the  Lenders.   Each  property  insurance  policy  covering
 Collateral shall name the Administrative Agent as loss payee for the benefit
 of the Lenders and shall  provide that such policy  will not be canceled  or
 reduced without thirty (30) days' prior written notice to the Administrative
 Agent.

           SECTION 7.8  Compliance with Laws.

           The Borrower will, and will cause each of its Subsidiaries to, and
 with respect to  ERISA will cause  each of its  ERISA Affiliates to,  comply
 with all laws, rules, regulations and  orders of any Governmental  Authority
 applicable to  it  or its  property,  except where  the  failure to  do  so,
 individually or in the aggregate, could not reasonably be expected to result
 in a Material Adverse Effect.

           SECTION 7.9  Use of Proceeds.

           The proceeds of the Loans will be used only for general  corporate
 purposes of the Borrower and its Subsidiaries, including the refinancing  of
 the Indebtedness of the  Company in connection with  the Acquisition of  the
 Company and other Acquisitions permitted by this Agreement.  No part of  the
 proceeds of any Loan will be  used, whether directly or indirectly, for  any
 purpose that entails  a violation of  any of the  Regulations of the  Board,
 including Regulations T, U and X.

           SECTION  7.10  Compliance with Agreements.

           The Borrower  will  comply,  and will  cause  each  Subsidiary  to
 comply, in  all  material  respects  with  all  agreements,  contracts,  and
 instruments binding on it or affecting its properties or business.
<PAGE>
           SECTION  7.11  Additional Subsidiaries.

           If any  additional  Subsidiary is  formed  or acquired  after  the
 Effective Date, the Borrower  will notify the  Administrative Agent and  the
 Lenders thereof and (a) the Borrower will cause such Subsidiary (except  any
 Foreign  Subsidiary) to become a Guarantor within three Business Days  after
 such Subsidiary is  formed or  acquired and  promptly take  such actions  to
 create  and  perfect  Liens  on  such  Subsidiary's  assets  to  secure  the
 Obligations as  the  Administrative  Agent or  the  Required  Lenders  shall
 reasonably request and (b) if any Equity Interest in or Indebtedness of such
 Subsidiary are owned by or on behalf  of the Borrower or any Guarantor,  the
 Borrower will cause  such Equity Interests  and promissory notes  evidencing
 such Indebtedness to be pledged to the Administrative Agent and the  Lenders
 within three  Business Days  after such  Subsidiary  is formed  or  acquired
 (except that, if such Subsidiary is  a Foreign Subsidiary, shares of  common
 stock of  such  Subsidiary to  be  pledged may  be  limited to  65%  of  the
 outstanding shares of common stock of such Subsidiary).

           SECTION 7.12  Real Property.

      Upon acquisition  of any  ownership interest  in real  property by  the
 Borrower or any  Subsidiary, the  Borrower will,  and will  cause each  such
 Subsidiary  to,  execute  and  deliver  to  the  Administrative  Agent  such
 documents as the Administrative Agent may require, granting a first priority
 lien to the Administrative Agent for the benefit of the Lenders on such real
 property and  all  improvements and  other  property, rights  and  interests
 located thereon or  related thereto, which  documents shall be  in form  and
 substance satisfactory to the  Administrative Agent, together with  evidence
 of the  recordation  thereof and  such  title insurance  policies,  surveys,
 appraisals,  environmental  reports,  certificates,  instruments  and  legal
 opinions requested by the Administrative Agent in connection therewith.

           SECTION  7.13  Further Assurances.

           The Borrower will, and will cause each Subsidiary to, execute  and
 deliver such further agreements and instruments and take such further action
 as may be requested by the Administrative Agent to carry out the  provisions
 and purposes of this Agreement and  the other Loan Documents and to  create,
 preserve, and perfect the Liens of the Administrative Agent, for the benefit
 of the Administrative Agent and the Lenders, in the Collateral.

                           ARTICLE VIII

                       Negative Covenants

           Until the Commitments have expired or terminated and the principal
 of and interest on each Loan and  all fees payable hereunder have been  paid
 in full, the Borrower covenants and agrees with the Administrative Agent and
 the Lenders that:

           SECTION 8.1  Indebtedness.

           The Borrower  will not,  and will  not permit  any Subsidiary  to,
 create, incur, assume or permit to exist any Indebtedness, except:

           (a)  Indebtedness created hereunder;
<PAGE>
           (b)  Indebtedness existing on  the date  hereof and  set forth  in
      Schedule 8.01, and extensions,  renewals and replacements  of any  such
      Indebtedness that  do not  increase  the outstanding  principal  amount
      thereof or result in an earlier maturity date;

           (c)  Indebtedness of  the Borrower  to any  Guarantor and  of  any
      Subsidiary to the Borrower or any other Subsidiary that is a Guarantor;

           (d)  Guarantees by the Borrower of Indebtedness of any  Subsidiary
      and by any  Subsidiary of  Indebtedness of  the Borrower  or any  other
      Subsidiary;

           (e)  Capital Lease Obligations, provided that no Default exists or
      results therefrom;

           (f)  purchase money Indebtedness of the Borrower or any Subsidiary
      representing the purchase price  of equipment, that  is secured by  the
      asset purchased,  provided  that  (i)  the  principal  amount  of  such
      Indebtedness does  not  exceed  the purchase  price  of  the  equipment
      acquired, (ii) the  Lien does  not attach to  any other  assets of  the
      Borrower or  any Subsidiary,  and (iii)  no Default  exists or  results
      therefrom;

           (g)  the Subordinated Debt  in a  principal amount  not to  exceed
      $20,000,000;

           (h)  Hedging Agreements permitted by Section 8.05; and

           (i)  other unsecured Indebtedness in an aggregate principal amount
      not exceeding  $1,000,000 at  any time  outstanding, provided  that  no
      Default exists or results therefrom.

           SECTION 8.2  Liens.

           The Borrower  will not,  and will  not permit  any Subsidiary  to,
      create, incur, assume or  permit to exist any  Lien on any property  or
      asset now owned  or hereafter  acquired by it,  or assign  or sell  any
      income or revenues (including accounts receivable) or rights in respect
      of any thereof, except:

           (a)  Permitted Encumbrances;

           (b)  any Lien on  any property  or asset  of the  Borrower or  any
      Subsidiary existing on the date hereof and set forth in  Schedule 8.02;
      provided that (i) such Lien  shall not apply to  any other property  or
      asset of the Borrower or any Subsidiary and (ii) such Lien shall secure
      only those  obligations  which  it  secures  on  the  date  hereof  and
      extensions, renewals and replacements thereof that do not increase  the
      outstanding principal amount thereof;

           (c)  Liens permitted by clauses (e) and (f) of Section 8.01; and

           (d)  Liens created under the Loan Documents.
<PAGE>
           SECTION 8.3   Fundamental  Changes.

           (a)  The Borrower will not, and will not permit any Subsidiary to,
      merge into or consolidate  with any other Person,  or permit any  other
      Person to merge into or consolidate with it, or liquidate or  dissolve,
      except that, if at the time thereof and immediately after giving effect
      thereto no  Default  shall  have occurred  and  be  continuing  (i) any
      Subsidiary may merge into  the Borrower in a  transaction in which  the
      Borrower is the surviving corporation, (ii) any Subsidiary that is  not
      a Guarantor may merge  into  any Subsidiary  in a transaction in  which
      the surviving  entity  is  a Subsidiary,  (iii) any  Guarantor  may  be
      dissolved, liquidated or  merged into  another Subsidiary,  so long  as
      such dissolution, liquidation or merger results  in all assets of  such
      Guarantor being owned  by the Borrower  or another Guarantor,  (iv) any
      Subsidiary that is  not a Guarantor  may liquidate or  dissolve if  the
      Borrower determines in good faith that such liquidation or  dissolution
      is in  the  best  interests  of the  Borrower  and  is  not  materially
      disadvantageous to  the Lenders  and so  long  as such  liquidation  or
      dissolution results in all assets of such Subsidiary being owned by the
      Borrower or  another  Subsidiary, and  (v) any  Person that  is  not  a
      Subsidiary may merge into  the Borrower in a  transaction in which  the
      Borrower is  the surviving  corporation or  into  any Subsidiary  in  a
      transaction in which  the surviving  entity is  a Subsidiary;  provided
      that any such  merger involving  a Person  that is  not a  wholly-owned
      Subsidiary immediately  prior to  such merger  shall not  be  permitted
      unless (x) such merger is also  permitted by Section 8.04 and  (y) such
      merger does not result in and is not part of a transaction or series of
      transactions that result in a Change in Control.

           (b)  The Borrower  will  not,  and will  not  permit  any  of  its
      Subsidiaries to, engage to  any material extent  in any business  other
      than  businesses  of  the  type  conducted  by  the  Borrower  and  its
      Subsidiaries on the date of execution of this Agreement and  businesses
      reasonably related thereto.

           SECTION 8.4    Investments,  Loans,  Advances,  Guarantees  and
 Acquisitions.

           The Borrower will not, and will not permit any of its Subsidiaries
 to, purchase, hold  or acquire (including  pursuant to any  merger with  any
 Person that was  not a  wholly owned Subsidiary  prior to  such merger)  any
 Equity Interests, evidences of  indebtedness or other securities  (including
 any option, warrant or other right to acquire any of the foregoing) of, make
 or permit to exist any loans  or advances to, Guarantee any obligations  of,
 or make or  permit to exist  any investment or  any other  interest in,  any
 other Person, or  purchase or  otherwise acquire  (in one  transaction or  a
 series of transactions) all or substantially all of the assets of any  other
 Person or any  assets of any  other Person constituting  a business unit  or
 division, except:

           (a)  Permitted Investments;

           (b)  Equity  Interests  existing  on   the  date  hereof  in   the
      Subsidiaries;

           (c)  loans or advances made by the  Borrower to any Guarantor  and
      made by any Subsidiary to the Borrower or any other Subsidiary that  is
      a Guarantor;
<PAGE>
           (d)  the Acquisition of the Company;

           (e)  Guarantees    constituting    Indebtedness    permitted    by
      Section 8.01; and

           (f)  Acquisitions of  Persons  engaged  in business  of  the  type
      conducted by the Borrower and the Subsidiaries on the date of execution
      of this Agreement and  businesses reasonably related thereto,  provided
      that  (i)  the   total  cash  and   non-cash  consideration  paid   and
      Indebtedness assumed or incurred by Borrower or any Subsidiary for  all
      of such Acquisition(s) (excluding the Acquisition of the Company) shall
      not exceed $20,000,000 in  the aggregate, and (ii)  at the time of  any
      such Acquisition, no Default exists or would result or is projected  to
      result from any such Acquisition.


           SECTION  8.5   Hedging Agreements.

           The Borrower will not, and will not permit any of its Subsidiaries
 to, enter into any Hedging Agreement;  provided, however, that Borrower  and
 its Subsidiaries shall be permitted to enter into Hedging Agreements in  the
 ordinary course of business to hedge or mitigate risks to which the Borrower
 or any  Subsidiary  is  exposed  in  the conduct  of  its  business  or  the
 management of its liabilities,  so long as (a)  no Default exists, (b)  such
 Hedging Agreements shall  have a  term of  less than  90 days,  and (c)  the
 aggregate amount  of the  obligations of  Borrower and  its Subsidiaries  in
 respect of  any and  all Hedging  Agreements having  a term  of 90  days  or
 longer, determined  in  accordance with  clause  (m) of  the  definition  of
 "Indebtedness" set forth in Section1.01, shall not exceed $2,000,000.

           SECTION 8.6 Restricted Payments; Certain Payments of Indebtedness.

           (a)  The Borrower  will  not,  and will  not  permit  any  of  its
      Subsidiaries to, declare or make, or agree to pay or make, directly  or
      indirectly, any Restricted Payment or incur any obligation, (contingent
      or otherwise) to  do so, except  (a) the Borrower may  declare and  pay
      dividends  with  respect  to  its  capital  stock  payable  solely   in
      additional shares of its common stock and (b) Subsidiaries may  declare
      and pay dividends to the Borrower or any Guarantor.

           (b)  The Borrower will not, and will not permit any Subsidiary to,
      make or agree to  pay or make, directly  or indirectly, any payment  or
      other distribution (whether in cash securities or other property) of or
      in respect of  principal of  or interest  on any  Indebtedness, or  any
      payment or other  distribution (whether  in cash,  securities or  other
      property), including any sinking fund or similar deposit, on account of
      the purchase,  redemption,  retirement,  acquisition,  cancellation  or
      termination of any Indebtedness, except:

           (i)  payment of Indebtedness created under the Loan Documents;

           (ii) payment  of  regularly   scheduled  interest  and   principal
      payments as and  when due in  respect of any  Indebtedness, other  than
      payments  in  respect  of  the  Subordinated  Debt  prohibited  by  the
      subordination provisions thereof;

           (iii)     refinancings of Indebtedness to the extent permitted  by
      Section 8.01; and
<PAGE>
           (iv) payment of secured Indebtedness that becomes due as a  result
      of the voluntary sale  or transfer of the  property or assets  securing
      such Indebtedness.

           SECTION  8.7    Transactions  with  Affiliates

           The Borrower will not, and will not permit any of its Subsidiaries
 to, sell,  lease  or  otherwise  transfer any  property  or  assets  to,  or
 purchase, lease  or  otherwise  acquire any  property  or  assets  from,  or
 otherwise engage  in any  other transactions  with, any  of its  Affiliates,
 except as permitted in Section 8.03 and except (a) in the ordinary course of
 business at prices  and on terms  and conditions not  less favorable to  the
 Borrower or such Subsidiary than could be obtained on an arm's-length  basis
 from unrelated third parties, (b) transactions between or among the Borrower
 and the Guarantors not involving any other Affiliate and (c) any  Restricted
 Payment permitted by Section 8.06.

           SECTION 8.8  Restrictive Agreements.

           The Borrower will not, and will not permit any of its Subsidiaries
 to, directly  or  indirectly, enter  into,  incur  or permit  to  exist  any
 agreement or  other arrangement  that prohibits,  restricts or  imposes  any
 condition upon (a) the ability of the Borrower or any Subsidiary to  create,
 incur or permit to  exist any Lien upon  any of its  property or assets,  or
 (b) the ability of any  Subsidiary to pay  dividends or other  distributions
 with respect to any shares of its capital stock or to make or repay loans or
 advances  to  the  Borrower  or  any   other  Subsidiary  or  to   Guarantee
 Indebtedness of the Borrower or any other Subsidiary; provided that  (i) the
 foregoing shall not apply to restrictions  and conditions imposed by law  or
 by any Loan Document, (ii) the foregoing shall not apply to restrictions and
 conditions existing  on the  date hereof  identified on  Schedule 8.08  (but
 shall apply to any extension or renewal of, or any amendment or modification
 expanding the  scope  of,  any such  restriction  or  condition),  (iii) the
 foregoing shall not apply to customary restrictions and conditions contained
 in agreements  relating to  the  sale of  a  Subsidiary pending  such  sale,
 provided such restrictions and conditions apply only to the Subsidiary  that
 is to be sold and such  sale is permitted hereunder, (iv) clause (a) of  the
 foregoing shall  not apply  to restrictions  or  conditions imposed  by  any
 agreement relating to  secured Indebtedness permitted  by this Agreement  if
 such restrictions  or  conditions  apply only  to  the  property  or  assets
 securing such Indebtedness  and (v) clause (a)  of the  foregoing shall  not
 apply to customary provisions in leases and other contracts restricting  the
 assignment thereof.

           SECTION 8.9  Disposition  of Assets.

           Except as otherwise permitted in  Section 8.03, the Borrower  will
 not and will not permit any Subsidiary to sell, lease, assign, transfer,  or
 otherwise dispose  of  any of  their  respective assets  (including  without
 limitation stock or other Equity Interests in any of the Subsidiaries or any
 of the voting rights of any such stock or other Equity Interests); provided,
 however, that the following dispositions shall  be permitted so long as  the
 Borrower and  the  Subsidiaries,  as  applicable,  receive  full,  fair  and
 reasonable consideration at the time of  such disposition at least equal  to
 the fair market value of such asset being disposed:

           (a)  dispositions of inventory in the ordinary course of  business
      of the Borrower and its Subsidiaries;
<PAGE>
           (b)  sales, transfers and  other dispositions to  the Borrower  or
      any wholly-owned Subsidiary that is a Guarantor; and

           (c)  disposition of  assets  that are  worn  out, obsolete  or  no
      longer used or useful  in the conduct of  the business of the  Borrower
      and the Subsidiaries, so long as  such assets are replaced with  assets
      of equal or greater value.

           SECTION 8.10    Sale and  Leaseback.

           The Borrower  will  not  enter  into,  and  will  not  permit  any
 Subsidiary to enter into, any arrangement with any Person pursuant to  which
 it leases from such Person real or personal property that has been or is  to
 be sold or transferred, directly or indirectly, by it to such Person.

           SECTION 8.11  Accounting.

           The Borrower will not, and will not permit any of its Subsidiaries
 to, change its fiscal year or make any change (a) in accounting treatment or
 reporting practices,  except  as  required by  GAAP  and  disclosed  to  the
 Administrative Agent, or (b) in tax reporting treatment, except as  required
 by law and disclosed to the Administrative Agent.

           SECTION 8.12  Amendment of Material Documents.

           The Borrower  will not,  and will  not permit  any Subsidiary  to,
 amend, modify or  waive any of  its rights under  (a) any Subordinated  Debt
 document  or  (b) its  certificate   of  incorporation,  by-laws  or   other
 organizational documents,  unless  such amendment,  modification  or  waiver
 under its  certificate of  incorporation,  by-laws or  other  organizational
 documents would not create a Material Adverse Effect.

           SECTION  8.13    Preferred  Equity  Interests.

           The Borrower  will not,  and will  not permit  any Subsidiary  to,
 issue any preferred stock or other preferred Equity Interests.


                            ARTICLE IX

                       Financial Covenants

      Until the Commitments have expired or been terminated and the principal
 of and interest on each Loan and all fees payable hereunder shall have  been
 paid in  full, the  Borrower covenants  and agrees  with the  Administrative
 Agent and the Lenders that:

           SECTION  9.1  Consolidated Leverage Ratio

           The Borrower will at all times maintain or cause to be  maintained
 a Consolidated  Leverage Ratio of  not greater  than 2.00 to 1.00.

           SECTION 9.2  Consolidated Fixed Charge Coverage Ratio.

           The Borrower will at all times maintain or cause to be  maintained
 a Consolidated Fixed Charge Coverage Ratio of not less than 3.00 to 1.00.
<PAGE>
           SECTION 9.3  Liquidity.

           The Borrower will,  and will cause  its Subsidiaries to,   at  all
 times  maintain  Consolidated   Liquidity  in  an   amount  not  less   than
 $10,000,000.


                             ARTICLE X

                         Events of Default

           SECTION 10.1  Default.

           If any of the following Events of Default shall occur:

           (a)  the Borrower shall fail to pay any principal of any Loan when
      and as the same shall become due  and payable, whether at the due  date
      thereof or at a date fixed for prepayment thereof or otherwise;

           (b)  the Borrower shall fail  to pay any interest  on any Loan  or
      any fee  or any  other amount  (other  than an  amount referred  to  in
      clause (a) of this Section) payable under  this Agreement, when and  as
      the same shall become due and payable, and such failure shall  continue
      unremedied for a period of five Business Days;

           (c)  any representation or warranty made or  deemed made by or  on
      behalf of the Borrower or any Subsidiary in or in connection with  this
      Agreement or any other Loan Document  or any amendment or  modification
      hereof or thereof or waiver hereunder or thereunder, or in any  report,
      certificate, financial statement or  other document furnished  pursuant
      to or in connection with this  Agreement or any other Loan Document  or
      any amendment or modification hereof or thereof or waiver hereunder  or
      thereunder, shall  prove to  have been  incorrect when  made or  deemed
      made;

           (d)  the Borrower shall fail to  observe or perform any  covenant,
      condition or agreement contained in Section 7.02 or 7.03 (with  respect
      to  the  Borrower's  existence)  or  7.09  or  in  Article VIII  or  in
      Article IX;

           (e)  the Borrower shall fail to  observe or perform any  covenant,
      condition or agreement  contained in this  Agreement (other than  those
      specified in clause (a), (b) or (d) of this Section), and such  failure
      shall continue unremedied for a period of 30 days after the earlier  of
      notice thereof from  the Administrative  Agent to  the Borrower  (which
      notice will be given at the request of any Lender or the Borrower's  or
      any Subsidiary's actual knowledge of such failure);

           (f)  the Borrower or any Subsidiary shall fail to make any payment
      (whether of principal or interest and regardless of amount) in  respect
      of any Material Indebtedness, when and as the same shall become due and
      payable;
<PAGE>
           (g)  any event or  condition occurs that  results in any  Material
      Indebtedness becoming  due  prior to  its  scheduled maturity  or  that
      enables or permits (with or without the giving of notice, the lapse  of
      time or both) the  holder or holders of  any Material Indebtedness   or
      any trustee  or agent  on its  or their  behalf to  cause any  Material
      Indebtedness to become due, or  to require the prepayment,  repurchase,
      redemption or  defeasance thereof,  prior  to its  scheduled  maturity;
      provided that this clause (g) shall  not apply to secured  Indebtedness
      that becomes due as a result of  the voluntary sale or transfer of  the
      property or assets securing such Indebtedness;

           (h)  an  involuntary   proceeding  shall   be  commenced   or   an
      involuntary  petition   shall   be   filed   seeking   (i) liquidation,
      reorganization or  other  relief in  respect  of the  Borrower  or  any
      Subsidiary or its debts, or of a substantial part of its assets,  under
      any  Federal, state or foreign bankruptcy, insolvency, receivership  or
      similar law now  or hereafter in  effect or (ii) the  appointment of  a
      receiver, trustee,  custodian,  sequestrator,  conservator  or  similar
      official for the Borrower or any  Subsidiary or for a substantial  part
      of its assets, and, in any such case, such proceeding or petition shall
      continue undismissed for  60 days or an  order or  decree approving  or
      ordering any of the foregoing shall be entered;

           (i)  the Borrower or any Subsidiary shall (i) voluntarily commence
      any proceeding or file any petition seeking liquidation, reorganization
      or other  relief  under  any  Federal,  state  or  foreign  bankruptcy,
      insolvency, receivership or  similar law  now or  hereafter in  effect,
      (ii) consent to the institution of, or fail to contest in a timely  and
      appropriate manner, any proceeding or petition described in  clause (h)
      of this Section,  (iii) apply for or  consent to the  appointment of  a
      receiver, trustee,  custodian,  sequestrator,  conservator  or  similar
      official for the Borrower or any  Subsidiary or for a substantial  part
      of its assets, (iv) file an  answer admitting the material  allegations
      of a  petition filed  against it  in any  such proceeding,  (v) make  a
      general assignment for the benefit of creditors or (vi) take any action
      for the purpose of effecting any of the foregoing;

           (j)  the Borrower or any Subsidiary shall become unable, admit  in
      writing its inability or fail generally to pay its debts as they become
      due;

           (k)  one or  more  judgments  for  the  payment  of  money  in  an
      aggregate amount in excess of $1,000,000 shall be rendered against  the
      Borrower, any Subsidiary or any combination thereof and the same  shall
      remain undischarged for  a period of  30 consecutive days during  which
      execution shall  not be  effectively stayed,  or  any action  shall  be
      legally taken by a judgment creditor to attach or levy upon any  assets
      of the Borrower or any Subsidiary to enforce any such judgment;

           (l)  an ERISA Event shall  have occurred that,  in the opinion  of
      the Required Lenders, when taken together  with all other ERISA  Events
      that have occurred, could reasonably be expected to result in liability
      of the Borrower and its Subsidiaries  in an aggregate amount  exceeding
      (i) $1,000,000 in any year or (ii) $1,000,000 for all periods;

           (m)  a Change in Control shall occur;

           (n)  a Material Adverse Effect shall occur;
<PAGE>
           (o)  this Agreement or any other Loan  Document shall cease to  be
      in full force  and effect or  shall be declared  null and  void or  the
      validity or enforceability thereof shall be contested or challenged  by
      the Borrower or any Subsidiary or any of their respective shareholders,
      or the Borrower  or any Guarantor  shall deny that  it has any  further
      liability or obligation under  any of the Loan  Documents, or any  Lien
      created by the Loan Documents shall for any reason cease to be a valid,
      first priority perfected security interest in and Lien upon any of  the
      Collateral purported to be covered thereby; or

           (p)  the Borrower or any Subsidiary,  or any of their  properties,
      revenues or  assets shall  become subject  to an  order of  forfeiture,
      seizure or  divestiture and  the same  shall not  have been  discharged
      within 30 days from the date of entry thereof.

 then, and in  every such  event (other  than an  event with  respect to  the
 Borrower described in clause (h)  or (i) of this  Section), and at any  time
 thereafter during the  continuance of such  event, the Administrative  Agent
 may, and at  the request of  the Required Lenders  shall, by  notice to  the
 Borrower, take  either or  both of  the following  actions, at  the same  or
 different  times:  (i) terminate   the   Commitments,  and   thereupon   the
 Commitments shall  terminate immediately,  and (ii) declare  the Loans  then
 outstanding to be due and payable  in whole (or in  part, in which case  any
 principal not so declared to be  due and payable may thereafter be  declared
 to be due and payable), and thereupon the principal of the Loans so declared
 to be due and payable, together  with accrued interest thereon and all  fees
 and other obligations of the Borrower  accrued hereunder, shall become   due
 and payable  immediately,  without  presentment, demand,  protest  or  other
 notice of any kind, all of which are  hereby waived by the Borrower; and  in
 case of any event with respect to the Borrower described in clause (h),  (i)
 or (n) of this  Section, the Commitments  shall automatically terminate  and
 the principal of the Loans then outstanding, together with accrued  interest
 thereon  and  all  fees  and  other  obligations  of  the  Borrower  accrued
 hereunder, shall  automatically  become  due and  payable,  without  notice,
 demand, presentment, notice of dishonor,  notice of acceleration, notice  of
 intent to  accelerate,  notice  of  intent  to  demand,  protest,  or  other
 formalities of any kind, all of which are hereby waived by the Borrower.  If
 any Event of Default shall occur and be continuing, the Administrative Agent
 may exercise all rights and  remedies available to it  in law or in  equity,
 under the Loan Documents, or  otherwise, including, without limitation,  the
 right  to  foreclose  or   otherwise  enforce  any   Lien  granted  to   the
 Administrative Agent for  the benefit of  itself and the  Lenders to  secure
 payment and performance of the Obligations.

      SECTION 10.2    Performance by the Administrative Agent.

      If  the  Borrower  shall  fail  to  perform  any covenant or  agreement
 contained  in  any  of the Loan  Documents,  the  Administrative  Agent  may
 perform or attempt to perform such covenant  or  agreement  on behalf of the
 Borrower.  In such event, the Borrower shall,  at the request of the  Admin-
 istrative Agent, promptly pay  any  amount expended  by  the  Administrative
 Agent  in connection with  such performance or  attempted performance to the
 Administrative Agent,  together with interest thereon  at  the  Maximum Rate
 from and  including the date  of such  expenditure to but excluding the date
 such  expenditure is paid in  full.  Notwithstanding  the  foregoing,  it is
 expressly agreed that neither the Administrative Agent  nor any Lender shall
 not  have  any  liability  or  responsibility  for   the performance of  any
 obligation  of the Borrower under this Agreement or any other Loan Document.
<PAGE>

                            ARTICLE XI

                    The Administrative Agent.

           Each of the Lenders hereby irrevocably appoints the Administrative
 Agent as its  agent and  authorizes the  Administrative Agent  to take  such
 actions on its behalf and  to exercise such powers  as are delegated to  the
 Administrative Agent by the terms of the Loan Documents, together with  such
 actions and powers as are reasonably incidental thereto.

           The bank serving as the Administrative Agent hereunder shall  have
 the same rights and powers in its capacity  as a Lender as any other  Lender
 and may exercise the  same as though it  were not the Administrative  Agent,
 and such bank and its Affiliates may accept deposits from, lend money to and
 generally engage in any kind of business with the Borrower or any Subsidiary
 or other  Affiliate thereof  as  if it  were  not the  Administrative  Agent
 hereunder.

           The Administrative Agent shall not have any duties or  obligations
 except those expressly set forth herein.  Without limiting the generality of
 the foregoing,  (a) the Administrative  Agent shall  not be  subject to  any
 fiduciary or  other implied  duties, regardless  of  whether a  Default  has
 occurred and is continuing, (b) the Administrative Agent shall not have  any
 duty to take any discretionary action or exercise any discretionary  powers,
 except discretionary rights  and powers expressly  contemplated hereby  that
 the Administrative Agent is required to exercise in writing by the  Required
 Lenders (or  such other  number or  percentage of  the Lenders  as shall  be
 necessary  under  the  circumstances  as  provided  in  Section 12.02),  and
 (c) except as expressly set forth herein, the Administrative Agent shall not
 have any  duty to  disclose, and  shall not  be liable  for the  failure  to
 disclose,  any  information  relating  to  the   Borrower  or  any  of   its
 Subsidiaries that is  communicated to  or obtained  by the  bank serving  as
 Administrative Agent  or  any  of  its Affiliates  in  any  capacity.    The
 Administrative Agent shall not be liable  for any action taken or not  taken
 by it with the consent or  at the request of  the Required Lenders (or  such
 other number or percentage  of the Lenders as  shall be necessary under  the
 circumstances as provided  in Section 12.02) or  in the absence  of its  own
 gross negligence or wilful  misconduct.  The  Administrative Agent shall  be
 deemed not to have knowledge of any Default unless and until written  notice
 thereof is given to  the Administrative Agent by  the Borrower or a  Lender,
 and the Administrative Agent shall not  be responsible for or have any  duty
 to ascertain or inquire into  (i) any statement, warranty or  representation
 made in or in  connection with any Loan  Document, (ii) the contents of  any
 certificate, report or other document  delivered hereunder or in  connection
 herewith, (iii) the  performance  or observance  of  any of  the  covenants,
 agreements or other  terms or  conditions set  forth in  any Loan  Document,
 (iv) the validity, enforceability, effectiveness or genuineness of any  Loan
 Document  or  any  other  agreement,  instrument  or  document,  or  (v) the
 satisfaction of any condition  set forth in Article VI  or elsewhere in  any
 Loan Document, other than to confirm receipt of items expressly required  to
 be delivered to the Administrative Agent.
<PAGE>
           The Administrative Agent shall be entitled to rely upon, and shall
 not incur any liability for relying upon, any notice, request,  certificate,
 consent, statement, instrument, document or other writing believed by it  to
 be genuine  and to  have been  signed or  sent by  the proper  Person.   The
 Administrative Agent also may rely upon  any statement made to it orally  or
 by telephone and believed by it to be  made by the proper Person, and  shall
 not incur any liability for relying  thereon.  The Administrative Agent  may
 consult  with  legal  counsel  (who  may  be  counsel  for  the   Borrower),
 independent accountants and other experts selected  by it, and shall not  be
 liable for any action taken or not taken by it in accordance with the advice
 of any such counsel, accountants or experts.

           The Administrative Agent may  perform any and  all its duties  and
 exercise its  rights and  powers by  or through  any one  or more  subagents
 appointed by the  Administrative Agent.   The Administrative  Agent and  any
 such subagent may perform any and all its duties and exercise its rights and
 powers through their respective Related Parties.  The exculpatory provisions
 of the preceding  paragraphs shall  apply to any  such subagent  and to  the
 Related Parties of the Administrative Agent and any such subagent, and shall
 apply to their respective activities in  connection with the syndication  of
 the  credit  facilities  provided  for  herein  as  well  as  activities  as
 Administrative Agent.

           Subject  to  the  appointment   and  acceptance  of  a   successor
 Administrative Agent as provided in this paragraph, the Administrative Agent
 may resign at any time by notifying the Lenders and the Borrower.  Upon  any
 such resignation,  the  Required Lenders  shall  have the  right,  with  the
 consent of the Borrower (which consent  shall not be unreasonably  withheld,
 and shall not  be required  if any  Event of  Default exists)  to appoint  a
 successor.  If  no successor shall  have been so  appointed by the  Required
 Lenders and shall have  accepted such appointment  within 30 days after  the
 retiring Administrative  Agent gives  notice of  its resignation,  then  the
 retiring Administrative Agent may, after consulting with the Lenders and the
 Borrower, appoint a  successor Administrative Agent  which shall  be a  bank
 with an office in Dallas, Texas, or an Affiliate of any such bank.  Upon the
 acceptance of  its  appointment  as  Administrative  Agent  hereunder  by  a
 successor, such successor shall  succeed to and become  vested with all  the
 rights, powers, privileges and duties of the retiring Administrative  Agent,
 and the retiring Administrative  Agent shall be  discharged from its  duties
 and obligations hereunder.  The fees payable by the Borrower to a  successor
 Administrative Agent shall be the same  as those payable to its  predecessor
 unless otherwise agreed between the Borrower and such successor.  After  the
 Administrative Agent's resignation hereunder, the provisions of this Article
 and Section 12.03 shall continue in effect for the benefit of such  retiring
 Administrative Agent, its subagents and their respective Related Parties  in
 respect of any actions taken or omitted to be taken by any of them while  it
 was acting as Administrative Agent.

           Each Lender acknowledges  that it has,  independently and  without
 reliance upon the Administrative Agent or any other Lender and based on such
 documents and information as it has deemed appropriate, made its own  credit
 analysis and  decision to  enter  into this  Agreement.   Each  Lender  also
 acknowledges that  it  will, independently  and  without reliance  upon  the
 Administrative Agent or  any other Lender  and based on  such documents  and
 information as it shall from time to time deem appropriate, continue to make
 its own decisions in taking  or not taking action  under or based upon  this
 Agreement, any  related agreement  or any  document furnished  hereunder  or
 thereunder.
<PAGE>
                            ARTICLE XII

                           Miscellaneous

           SECTION 12.1  Notices.

           Except in the case of  notices and other communications  expressly
 permitted to be  given by telephone,  all notices  and other  communications
 provided for herein shall be  in writing and shall  be delivered by hand  or
 overnight courier service, mailed by certified or registered mail or sent by
 telecopy, as follows:

           (a)  if to the Borrower, to it  at 3811 Turtle Creek Blvd.,  Suite
      1100, Dallas, Texas   75219, Attention of Larry  Weardon and Ric  Floyd
      (Telecopy No. (214) 522-8488);

           (b)  if to  the  Administrative Agent,  to  Chase Bank  of  Texas,
      National Association,  2200  Ross Avenue,  5th  Floor, Dallas,  Texas
      75201, Attention of Mae K. Reeves  (Telecopy No. (214) 965-2884),  and,
      for any Borrowing Requests,  with a copy to  The Chase Manhattan  Bank,
      Agency Services, One Chase  Manhattan Plaza, 8th  Floor, New York,  New
      York 10081, Attention of Muniram Appanna (Telecopy No. (212) 552-7490);
      and

           (c)  if to any  other Lender, to  it at its  address (or  telecopy
      number) set forth in its Administrative Questionnaire.

 Any party hereto may change its  address or telecopy number for notices  and
 other communications hereunder by notice to  the other parties hereto.   All
 notices and other  communications given to  any party  hereto in  accordance
 with the provisions of this Agreement shall be deemed to have been given  on
 the date of receipt.

           SECTION  12.2    Waivers;   Amendments

           (a)  No  failure  or  delay  by  the Administrative  Agent or  any
 Lender in exercising any  right or power hereunder  or under any other  Loan
 Document shall operate as a waiver thereof, nor shall any single or  partial
 exercise of any such right or power, or any abandonment or discontinuance of
 steps to  enforce such  a right  or  power, preclude  any other  or  further
 exercise thereof or the exercise  of any other right  or power.  The  rights
 and remedies of the Administrative Agent and the Lenders hereunder and under
 the other Loan Documents are cumulative and are not exclusive of any  rights
 or remedies that they would otherwise have.   No waiver of any provision  of
 any Loan  Document  or consent  to  any departure  by  the Borrower  or  any
 Subsidiary therefrom shall in any event  be effective unless the same  shall
 be permitted  by paragraph (b)  of this  Section, and  then such  waiver  or
 consent shall be effective only in the specific instance and for the purpose
 for which given.   Without  limiting the  generality of  the foregoing,  the
 making of  a  Loan shall  not  be construed  as  a waiver  of  any  Default,
 regardless of  whether the  Administrative Agent,  any Lender  may have  had
 notice or knowledge of such Default at the time.
<PAGE>
           (b)  Neither this Agreement  nor any other  Loan Document nor  any
 provision hereof may be waived, amended  or modified except, in the case  of
 this Agreement, pursuant to  an agreement or  agreements in writing  entered
 into by the Borrower  and the Required  Lenders or by  the Borrower and  the
 Administrative Agent with  the consent of  the Required Lenders  or, in  the
 case of any other Loan Document,  pursuant to an agreement or agreements  in
 writing entered  into by  the Administrative  Agent  and the  other  parties
 thereto; provided that no such agreement shall (i) increase  the  Commitment
 of any Lender without  the written consent of  such Lender, (ii) reduce  the
 principal amount of  any Loan  or reduce the  rate of  interest thereon,  or
 reduce any  fees payable  hereunder, without  the  written consent  of  each
 Lender, (iii) postpone the scheduled date of payment of the principal amount
 of any Loan,  or any  interest thereon, or  any fees  payable hereunder,  or
 reduce the amount  of, waive  or excuse any  such payment,  or postpone  the
 scheduled date of expiration of any Commitment, without the written  consent
 of each Lender, (iv) change  Section 2.12(b) or (c) in  a manner that  would
 alter the pro rata sharing of payments required thereby, without the written
 consent of each Lender, (v) reduce the Commitment of any Lender without  the
 written consent of each Lender, (vi) modify or waive Section 10.01(m) or the
 definition of  "Change  in Control"  without  the written  consent  of  each
 Lender, (vii) release  any  Collateral  or  Guarantor  without  the  written
 consent of each Lender, except in  connection with dispositions, mergers  or
 dissolutions expressly permitted by this Agreement, or (viii) change any  of
 the provisions of this  Section or the definition  of "Required Lenders"  or
 any other provision hereof  specifying the number  or percentage of  Lenders
 required to  waive,  amend  or  modify any  rights  hereunder  or  make  any
 determination or grant any consent hereunder,  without the  written  consent
 of each Lender; provided further that no such agreement shall amend,  modify
 or otherwise  affect  the  rights or  duties  of  the  Administrative  Agent
 hereunder without the prior written consent of the Administrative Agent.

           SECTION 12.3   Expenses; Indemnity; Damage  Waiver.

            (a) The  Borrower  shall  pay  (i) all  reasonable  out-of-pocket
 expenses incurred by the Administrative Agent and its Affiliates,  including
 the  reasonable  fees,  charges  and   disbursements  of  counsel  for   the
 Administrative Agent,  in  connection with  the  syndication of  the  credit
 facilities provided for herein, the  preparation and administration of  this
 Agreement, the  other Loan  Documents or  any amendments,  modifications  or
 waivers of the provisions hereof or thereof (whether or not the transactions
 contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket
 expenses incurred  by  the Administrative  Agent,  and, after  an  Event  of
 Default, any Lender, including  the fees, charges  and disbursements of  any
 counsel for the Administrative  Agent or any Lender  in connection with  the
 enforcement or protection of  its rights in  connection with this  Agreement
 and the other Loan Documents, including its rights under this Section, or in
 connection with the  Loans made, including  all such out-of-pocket  expenses
 incurred during  any  workout, restructuring or  negotiations in respect  of
 such Loans, (iii) all transfer, stamp, documentary, or other similar  taxes,
 assessments or charges levied  by any Governmental  Authority in respect  of
 this  Agreement  or  any  of  the  other  Loan  Documents,  (iv) all  costs,
 out-of-pocket expenses, assessments and other charges incurred in connection
 with any  filing, registration,  recording, or  perfection of  any  security
 interest or Lien contemplated by this Agreement or any other Loan  Document,
 and  (v) all  other  costs  and  out-of-pocket  expenses  incurred  by   the
 Administrative Agent  in  connection with  this  Agreement, any  other  Loan
 Document or  the  Collateral,  including  without  limitation  costs,  fees,
 expenses and  other  charges  incurred  in  connection  with  performing  or
 obtaining any audit  or appraisal in  respect of the  Collateral or for  any
 surveys, environmental assessments, title insurance, filing fees,  recording
 costs and lien searches.
<PAGE>
           (b)  THE BORROWER  SHALL INDEMNIFY  THE ADMINISTRATIVE  AGENT  AND
 EACH LENDER, AND EACH  RELATED PARTY OF ANY  OF THE FOREGOING PERSONS  (EACH
 SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH  INDEMNITEE
 HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND  RELATED
 EXPENSES, INCLUDING THE FEES, CHARGES AND  DISBURSEMENTS OF ANY COUNSEL  FOR
 ANY INDEMNITEE, INCURRED BY OR ASSERTED  AGAINST ANY INDEMNITEE ARISING  OUT
 OF, IN CONNECTION WITH, OR AS A  RESULT OF (I) THE EXECUTION OR DELIVERY  OF
 THIS AGREEMENT  OR  ANY AGREEMENT  OR  INSTRUMENT CONTEMPLATED  HEREBY,  THE
 PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS  HEREUNDER
 OR  THE  CONSUMMATION  OF  THE   TRANSACTIONS  OR  ANY  OTHER   TRANSACTIONS
 CONTEMPLATED HEREBY, (II) ANY  LOAN OR THE  USE OF  THE PROCEEDS  THEREFROM,
 (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR
 FROM ANY  PROPERTY  OWNED  OR  OPERATED  BY  THE  BORROWER  OR  ANY  OF  ITS
 SUBSIDIARIES, OR  ANY ENVIRONMENTAL  LIABILITY RELATED  IN  ANY WAY  TO  THE
 BORROWER OR  ANY OF  ITS SUBSIDIARIES,  OR  (IV) ANY ACTUAL  OR  PROSPECTIVE
 CLAIM, LITIGATION,  INVESTIGATION  OR  PROCEEDING RELATING  TO  ANY  OF  THE
 FOREGOING,  WHETHER  BASED  ON  CONTRACT,  TORT  OR  ANY  OTHER  THEORY  AND
 REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT  SUCH
 INDEMNITY SHALL NOT, AS TO ANY  INDEMNITEE, BE AVAILABLE TO THE EXTENT  THAT
 SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED
 BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT  TO
 HAVE RESULTED  FROM  THE  GROSS NEGLIGENCE  OR  WILFUL  MISCONDUCT  OF  SUCH
 INDEMNITEE.

           (c)  To the  extent that  the Borrower  fails  to pay  any  amount
 required to be paid by it to the Administrative Agent under paragraph (a) or
 (b) of  this  Section,  each   Lender  severally  agrees   to  pay  to   the
 Administrative Agent such Lender's  Applicable Percentage (determined as  of
 the time that the  applicable unreimbursed expense  or indemnity payment  is
 sought) of such  unpaid amount; provided  that the  unreimbursed expense  or
 indemnified loss, claim, damage, liability or  related expense, as the  case
 may be, was incurred by or asserted against the Administrative Agent in  its
 capacity as such.

           (d)  To the extent permitted by applicable law, the Borrower shall
 not assert, and  hereby waives,  any claim  against any  Indemnitee, on  any
 theory of  liability,  for  special,  indirect,  consequential  or  punitive
 damages (as  opposed  to  direct  or actual  damages)  arising  out  of,  in
 connection with,  or as  a result  of, this  Agreement or  any agreement  or
 instrument contemplated hereby, the Transactions, any Loan or the use of the
 proceeds thereof.

           (e)  All amounts  due under  this Section  shall be  payable  upon
 written demand therefor.

           SECTION 12.4  Successors and Assigns

           (a)  The  provisions of this Agreement  shall be binding upon  and
 inure to the benefit of the  parties hereto and their respective  successors
 and assigns permitted  hereby, except that  the Borrower may  not assign  or
 otherwise transfer any of  its rights or  obligations hereunder without  the
 prior written  consent  of each  Lender  (and any  attempted  assignment  or
 transfer by the  Borrower without  such consent shall  be null  and void).
 Nothing in  this Agreement,  expressed or  implied,  shall be  construed  to
 confer upon  any Person  (other than  the parties  hereto, their  respective
 successors and  assigns  permitted  hereby  and,  to  the  extent  expressly
 contemplated hereby, the Related Parties of each of the Administrative Agent
 and the Lenders) any legal or equitable  right, remedy or claim under or  by
 reason of this Agreement.
<PAGE>
           (b)  Any Lender  may assign  to one  or more  assignees all  or  a
 portion of its rights and obligations under this Agreement (including all or
 a portion of its Commitment and the Loans at the time owing to it); provided
 that (i) except in the case of an assignment to a Lender or an Affiliate  of
 a Lender, each of the Borrower and the Administrative Agent must give  their
 prior written  consent  to  such assignment  (which  consent  shall  not  be
 unreasonably withheld), (ii) except in the case of an assignment to a Lender
 or an Affiliate of a Lender or an assignment of the entire remaining  amount
 of the assigning Lender's  Commitment, the amount of  the Commitment of  the
 assigning Lender subject to each such assignment (determined as of the  date
 the Assignment and Acceptance with respect  to such assignment is  delivered
 to the Administrative Agent) shall not  be less than $5,000,000 unless  each
 of the Borrower and the  Administrative Agent otherwise consent,  (iii) each
 partial assignment shall be made as an assignment of a proportionate part of
 all the  assigning Lender's  rights and  obligations under  this  Agreement,
 (iv) the parties  to  each  assignment shall  execute  and  deliver  to  the
 Administrative  Agent  an  Assignment   and  Acceptance,  together  with   a
 processing and recordation fee of $3,500, and (v) the assignee, if it  shall
 not be a Lender, shall deliver to the Administrative Agent an Administrative
 Questionnaire; and  provided  further  that  any  consent  of  the  Borrower
 otherwise required under this paragraph shall not be required if an Event of
 Default under  Article X  has  occurred  and  is  continuing.    Subject  to
 acceptance and recording thereof pursuant to paragraph (d) of this  Section,
 from  and  after  the  effective  date  specified  in  each  Assignment  and
 Acceptance the  assignee thereunder  shall be  a party  hereto and,  to  the
 extent of the interest assigned by such Assignment and Acceptance, have  the
 rights and obligations of a Lender  under this Agreement, and the  assigning
 Lender thereunder shall,  to the  extent of  the interest  assigned by  such
 Assignment and  Acceptance,  be released  from  its obligations  under  this
 Agreement (and, in the case of an Assignment and Acceptance covering all  of
 the assigning Lender's  rights and  obligations under  this Agreement,  such
 Lender shall cease to be a party hereto but shall continue to be entitled to
 the benefits of  Sections 2.11, 3.01, 3.05  and 12.03).   Any assignment  or
 transfer by a Lender of rights or obligations under this Agreement that does
 not comply  with  this paragraph  shall  be  treated for  purposes  of  this
 Agreement as a sale  by such Lender  of a participation  in such rights  and
 obligations in accordance with paragraph (e) of this Section.

           (c)  The Administrative Agent, acting for this purpose as an agent
 of the Borrower, shall  maintain at one  of its offices  in Dallas, Texas  a
 copy of each Assignment  and Acceptance delivered to  it and a register  for
 the recordation  of  the  names  and  addresses  of  the  Lenders,  and  the
 Commitment of,  and principal  amount of  the Loans  owing to,  each  Lender
 pursuant to  the terms  hereof from  time  to time  (the "Register").    The
 entries  in  the  Register  shall  be  conclusive,  and  the  Borrower,  the
 Administrative Agent and  the Lenders may  treat each Person  whose name  is
 recorded in the Register pursuant to the terms hereof as a Lender  hereunder
 for all purposes of this Agreement, notwithstanding notice to the  contrary.
  The Register shall  be available  for inspection  by the  Borrower and  any
 Lender, at any reasonable time and  from time to time upon reasonable  prior
 notice.
<PAGE>
           (d)  Upon  its  receipt  of   a  duly  completed  Assignment   and
 Acceptance executed by an assigning Lender  and an assignee, the  assignee's
 completed Administrative Questionnaire (unless the assignee shall already be
 a Lender  hereunder), the  processing and  recordation  fee referred  to  in
 paragraph (b) of this  Section and any  written consent  to such  assignment
 required by paragraph (b)  of this Section,  the Administrative Agent  shall
 accept such Assignment and Acceptance  and record the information  contained
 therein in the Register.  No  assignment shall be effective for purposes  of
 this Agreement unless it  has been recorded in  the Register as provided  in
 this paragraph.  Each assigning Lender  shall surrender any Note subject  to
 such  assignment,  and  the  Borrower  shall  execute  and  deliver  to  the
 Administrative Agent in exchange for the surrendered Note a new Note payable
 to the order of the assignee in an amount equal to the Commitment assumed by
 such assignee  pursuant  to  such Assignment  and  Acceptance  and,  if  the
 assigning Lender has retained a Commitment, a new Note payable to the  order
 of the assigning Lender in an amount equal to the Commitment retained by  it
 hereunder.  Such  new Notes  shall be  in an  aggregate face  amount of  the
 surrendered Note, shall be dated the  effective date of such Assignment  and
 Acceptance, and shall otherwise be in substantially the form of  Exhibit "A"
 hereto and  shall  each  constitute  a  "Note"  for  purposes  of  the  Loan
 Documents.

           (e)  Any Lender may, without  the consent of  the Borrower or  the
 Administrative Agent,  sell participations  to one  or more  banks or  other
 entities (a "Participant") in all or  a portion of such Lender's rights  and
 obligations under  this  Agreement  (including  all  or  a  portion  of  its
 Commitment and  the Loans  owing to  it);  provided that  (i) such  Lender's
 obligations under this  Agreement shall remain  unchanged, (ii) such  Lender
 shall remain  solely  responsible  to  the  other  parties  hereto  for  the
 performance of such obligations  and (iii) the Borrower, the  Administrative
 Agent and the other Lenders shall continue to deal solely and directly  with
 such Lender in connection  with such Lender's  rights and obligations  under
 this Agreement.   Any agreement  or instrument  pursuant to  which a  Lender
 sells such a participation shall provide  that such Lender shall retain  the
 sole right  to enforce  the Loan  Documents and  to approve  any  amendment,
 modification or waiver of any provision of the Loan Documents; provided that
 such agreement or instrument may provide that such Lender will not,  without
 the consent  of the  Participant, agree  to any  amendment, modification  or
 waiver described in the first proviso to Section 12.02(b) that affects  such
 Participant.  Subject to paragraph (f) of this Section, the Borrower  agrees
 that each Participant shall  be entitled to  the benefits of  Sections 2.11,
 3.01 and 3.05 to the same extent as if it were a Lender and had acquired its
 interest by assignment pursuant  to paragraph (b) of this  Section.  To  the
 extent permitted by  law, each  Participant also  shall be  entitled to  the
 benefits of  Section 12.08  as  though  it  were  a  Lender,  provided  such
 Participant agrees to  be subject  to Section 2.12(c)  as though  it were  a
 Lender.

           (f)  A Participant shall  not be entitled  to receive any  greater
 payment under Section 2.11  or 3.01 than  the applicable  Lender would  have
 been entitled to  receive with  respect to  the participation  sold to  such
 Participant, unless the  sale of the  participation to  such Participant  is
 made with the Borrower's prior written consent.  A Participant that would be
 a Foreign Lender if it were a Lender  shall not be entitled to the  benefits
 of Section 2.11 unless the Borrower is notified of the participation sold to
 such Participant  and  such  Participant agrees,  for  the  benefit  of  the
 Borrower, to comply with Section 2.11(e) as though it were a Lender.
<PAGE>
           (g)  Any Lender  may  at any  time  pledge or  assign  a  security
 interest in all or any portion of its rights under this Agreement to  secure
 obligations of such  Lender, including any  pledge or  assignment to  secure
 obligations to a Federal Reserve Bank,  and this Section shall not apply  to
 any such pledge or assignment of a security interest; provided that no  such
 pledge or assignment of a security interest shall release a Lender from  any
 of its obligations hereunder or substitute any such pledgee or assignee  for
 such Lender as a party hereto.

           SECTION 12.5  Survival.

           All covenants, agreements, representations and warranties made  by
 the Borrower  and  the  Subsidiaries  in  the  Loan  Documents  and  in  the
 certificates or other instruments  delivered in connection with or  pursuant
 to this Agreement  or any other  Loan Document shall  be considered to  have
 been relied upon by the other parties hereto and shall survive the execution
 and delivery of the Loan Documents  and the making of any Loans,  regardless
 of any investigation  made by  any such  other party  or on  its behalf  and
 notwithstanding that the  Administrative Agent or  any Lender  may have  had
 notice or knowledge of any Default  or incorrect representation or  warranty
 at the time  any credit is  extended hereunder, and  shall continue in  full
 force and effect as long as the principal of or any accrued interest on  any
 Loan or  any  fee  or any  other  amount  payable under  this  Agreement  is
 outstanding and unpaid is  outstanding and so long  as the Commitments  have
 not expired or terminated.  The provisions of Sections 2.11, 3.01, 3.05  and
 12.03 and  Article XI shall  survive and  remain in  full force  and  effect
 regardless of the consummation of the transactions contemplated hereby,  the
 repayment of the Loans or the termination of this Agreement or any provision
 hereof.

           SECTION  12.6      Counterparts;  Effectiveness.

           This Agreement may be executed  in counterparts (and by  different
 parties hereto on different counterparts), each of which shall constitute an
 original, but all  of which when  taken together shall  constitute a  single
 contract.  Except as provided in  Section 6.01, this Agreement shall  become
 effective when it shall have been  executed by the Administrative Agent  and
 when the Administrative Agent shall have received counterparts hereof which,
 when taken  together, bear  the  signatures of  each  of the  other  parties
 hereto, and thereafter shall be binding upon and inure to the benefit of the
 parties hereto and their respective successors and assigns.  Delivery of  an
 executed counterpart of a signature page of this Agreement by telecopy shall
 be effective  as  delivery  of  a  manually  executed  counterpart  of  this
 Agreement.

           SECTION 12.7  Severability.

           Any provision of  this Agreement held  to be  invalid, illegal  or
 unenforceable in  any  jurisdiction  shall,  as  to  such  jurisdiction,  be
 ineffective to the extent of such invalidity, illegality or unenforceability
 without affecting the validity, legality and enforceability of the remaining
 provisions hereof;  and  the  invalidity of  a  particular  provision  in  a
 particular jurisdiction shall  not invalidate  such provision  in any  other
 jurisdiction.
<PAGE>
           SECTION 12.8  Right of Setoff.

           If an Event of Default shall have occurred and be continuing, each
 Lender and each of its Affiliates is hereby authorized at any time and  from
 time to time, to the fullest extent permitted  by law, to set off and  apply
 any and all  deposits (general or  special, time or  demand, provisional  or
 final) at any  time held and  other obligations at  any time  owing by  such
 Lender or Affiliate  to or for  the credit or  the account  of the  Borrower
 against any and all of the  Obligations, irrespective of whether or not  any
 demand  shall  have  been  made  under  this  Agreement  and  although  such
 Obligations may be unmatured.  The rights of each Lender under this  Section
 are in addition  to other  rights and  remedies (including  other rights  of
 setoff) which such Lender may have.

           SECTION 12.9   GOVERNING  LAW; VENUE;  SERVICE OF  PROCESS.

           THIS AGREEMENT SHALL  BE GOVERNED BY  AND CONSTRUED IN  ACCORDANCE
 WITH THE LAWS OF THE STATE  OF TEXAS AND THE  APPLICABLE LAWS OF THE  UNITED
 STATES OF AMERICA.  THIS AGREEMENT  HAS BEEN ENTERED INTO IN DALLAS  COUNTY,
 TEXAS, AND IT SHALL BE PERFORMABLE FOR ALL PURPOSES IN DALLAS COUNTY, TEXAS.
  ANY ACTION OR PROCEEDING AGAINST THE  BORROWER UNDER OR IN CONNECTION  WITH
 ANY OF THE LOAN DOCUMENTS MAY  BE BROUGHT IN ANY  STATE OR FEDERAL COURT  IN
 DALLAS COUNTY, TEXAS.   THE BORROWER HEREBY  IRREVOCABLY (A) SUBMITS TO  THE
 NONEXCLUSIVE JURISDICTION OF  SUCH COURTS, AND  (B) WAIVES ANY OBJECTION  IT
 MAY NOW OR HEREAFTER HAVE AS TO THE  VENUE OF ANY SUCH ACTION OR  PROCEEDING
 BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM.
 THE BORROWER AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED
 OR REGISTERED MAIL, RETURN  RECEIPT REQUESTED, AT  ITS ADDRESS SPECIFIED  OR
 DETERMINED IN  ACCORDANCE WITH  THE PROVISIONS  OF SECTION 12.01.    NOTHING
 HEREIN OR IN ANY OF THE OTHER LOAN  DOCUMENTS SHALL AFFECT THE RIGHT OF  THE
 ADMINISTRATIVE AGENT OR  ANY LENDER  TO SERVE  PROCESS IN  ANY OTHER  MANNER
 PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
 LENDER TO  BRING ANY  ACTION  OR PROCEEDING  AGAINST  THE BORROWER  OR  WITH
 RESPECT TO ANY OF ITS RESPECTIVE PROPERTY IN COURTS IN OTHER  JURISDICTIONS.
 ANY  ACTION OR PROCEEDING BY THE  BORROWER AGAINST THE ADMINISTRATIVE  AGENT
 OR ANY LENDER SHALL  BE BROUGHT ONLY  IN A COURT  LOCATED IN DALLAS  COUNTY,
 TEXAS.

           SECTION 12.10  WAIVER OF JURY TRIAL.

           EACH PARTY HERETO HEREBY WAIVES,  TO THE FULLEST EXTENT  PERMITTED
 BY APPLICABLE LAW, ANY  RIGHT IT MAY HAVE  TO A TRIAL BY  JURY IN ANY  LEGAL
 PROCEEDING DIRECTLY  OR  INDIRECTLY  ARISING OUT  OF  OR  RELATING  TO  THIS
 AGREEMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER  BASED   ON
 CONTRACT, TORT OR ANY OTHER THEORY).   EACH PARTY HERETO (A) CERTIFIES  THAT
 NO REPRESENTATIVE, AGENT  OR ATTORNEY OF  ANY OTHER  PARTY HAS  REPRESENTED,
 EXPRESSLY OR OTHERWISE,  THAT SUCH OTHER  PARTY WOULD NOT,  IN THE EVENT  OF
 LITIGATION, SEEK TO ENFORCE THE  FOREGOING WAIVER AND (B) ACKNOWLEDGES  THAT
 IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREE-
 MENT BY, AMONG OTHER THINGS, THE  MUTUAL WAIVERS AND CERTIFICATIONS IN  THIS
 SECTION.

           SECTION 12.11   Headings.

           Article and Section headings and the Table of Contents used herein
 are for  convenience  of reference only, are not part of  this Agreement and
 shall not affect the construction of,  or  be  taken into  consideration  in
 interpreting, this Agreement.
<PAGE>
           SECTION 12.12  Confidentiality.

           Each of  the  Administrative  Agent  and  the  Lenders  agrees  to
 maintain the confidentiality of the  Information (as defined below),  except
 that Information may be disclosed (a) to  its Affiliates and to its and  its
 Affiliates'   directors,   officers,   employees   and   agents,   including
 accountants, legal counsel and other advisors (it being understood that  the
 Persons to whom such disclosure is made will be informed of the confidential
 nature  of  such  Information  and  instructed  to  keep  such   Information
 confidential), (b) to  the extent  requested  by any  regulatory  authority,
 (c) to the extent   required  by applicable laws  or regulations  or by  any
 subpoena or similar legal process, (d) to any other party to this Agreement,
 (e) in connection with the exercise of  any remedies hereunder or any  suit,
 action or proceeding relating to this  Agreement or any other Loan  Document
 or the  enforcement of  rights hereunder  or thereunder,  (f) subject to  an
 agreement containing  provisions substantially  the same  as those  of  this
 Section, to any assignee of or  Participant in, or any prospective  assignee
 of or Participant in, any of its rights or obligations under this Agreement,
 (g) with the consent of the Borrower  or (h) to the extent such  Information
 (i) becomes publicly available other  than as a result  of a breach of  this
 Section or (ii) becomes available to the Administrative Agent or any  Lender
 on a nonconfidential basis from a source  other than the Borrower.  For  the
 purposes of this Section, "Information" means all information received  from
 the Borrower relating to the Borrower  or its business, other than any  such
 information that is available to the Administrative Agent or any Lender on a
 nonconfidential basis prior to disclosure by the Borrower; provided that, in
 the case of information  received from the Borrower  after the date  hereof,
 such  information  is  clearly  identified  at  the  time  of  delivery   as
 confidential.   Any  Person  required to  maintain  the  confidentiality  of
 Information as provided in this Section shall be considered to have complied
 with its obligation to do so if such Person has exercised the same degree of
 care to  maintain the  confidentiality of  such Information  as such  Person
 would accord to its own confidential information.

           SECTION 12.13    Maximum  Interest Rate.

           No provision of this Agreement or of any other Loan Document shall
 require the payment or the collection  of interest in excess of the  maximum
 amount permitted  by applicable  law.   If any  excess of  interest in  such
 respect is hereby provided for, or  shall be adjudicated to be so  provided,
 in any Loan Document or otherwise in connection with this loan  transaction,
 the provisions of  this Section  shall govern  and prevail  and neither  the
 Borrower nor  the  sureties,  guarantors,  successors,  or  assigns  of  the
 Borrower shall be obligated to pay the excess amount of such interest or any
 other excess sum paid for the use, forbearance, or detention of sums  loaned
 pursuant hereto.   In  the  event any  Lender  ever receives,  collects,  or
 applies as interest any such  sum, such amount which  would be in excess  of
 the maximum amount permitted by applicable law shall be applied as a payment
 and reduction of the principal of  the indebtedness evidenced by the  Notes;
 and, if the  principal of the  Notes has been  paid in  full, any  remaining
 excess shall forthwith be paid to  the Borrower.  In determining whether  or
 not the interest paid or payable exceeds the Maximum Rate, the Borrower  and
 each  Lender   shall,   to  the   extent   permitted  by   applicable   law,
 (a) characterize any non-principal  payment as an  expense, fee, or  premium
 rather than as interest, (b) exclude  voluntary prepayments and the  effects
 thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
 parts the total amount of interest  throughout the entire contemplated  term
 of the indebtedness evidenced by the  Notes so that interest for the  entire
 term does not exceed the Maximum Rate.
<PAGE>
           SECTION 12.14   Non-Application of Chapter  346 of Texas  Finance
 Code.

           The provisions of Chapter 346 of the Texas Finance Code  (Vernon's
 Texas Code Annotated) are specifically declared by the parties hereto not to
 be applicable to this Agreement or any of the other Loan Documents or to the
 transactions contemplated hereby.

           SECTION  12.15   NO ORAL AGREEMENTS.

           THIS AGREEMENT,  THE NOTES,  ANY SEPARATE  LETTER AGREEMENTS  WITH
 RESPECT TO FEES  PAYABLE TO  THE ADMINISTRATIVE  AGENT, AND  THE OTHER  LOAN
 DOCUMENTS REFERRED TO HEREIN REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
 HERETO AND  MAY  NOT  BE  CONTRADICTED  OR  VARIED  BY  EVIDENCE  OF  PRIOR,
 CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE
 ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

           SECTION 12.16    No Fiduciary Relationship.

           The relationship between the Borrower and each Lender with respect
 to the Loan  Documents and  the Transactions is  solely that  of debtor  and
 creditor, and  neither  the Administrative  Agent  nor any  Lender  has  any
 fiduciary or other special  relationship with the  Borrower with respect  to
 the Loan Documents and the Transactions, and no term or condition of any  of
 the Loan Documents shall be construed so as to deem the relationship between
 the Borrower  and any  Lender with  respect to  the Loan  Documents and  the
 Transactions to be other than that of debtor and creditor.

           SECTION 12.17   Construction.

           The Borrower, the Administrative Agent and each Lender acknowledge
 that each of them has had the benefit of legal counsel of its own choice and
 has been afforded an opportunity to review this Agreement and the other Loan
 Documents with its legal counsel and that this Agreement and the other  Loan
 Documents shall be construed as if jointly drafted by the parties hereto.


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

              [Remainder of this page intentionally left blank]

<PAGE>



                           [Signature Pages Follow]


<PAGE>


                               PEGASUS SYSTEMS, INC.


                               By:     /s/ JOHN F. DAVIS, III
                                       ----------------------------------
                                 Name:     John F. Davis, III
                                 Title:    President


                               CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                               individually and as Administrative Agent


                               By:     /s/ MAE REEVES
                                       ----------------------------------
                                 Name:     Mae Reeves
                                 Title:    Vice President


                               WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION


                               By:     /s/ DAVID C. OLDANI
                                       ----------------------------------
                                 Name:     David C. Oldani
                                 Title:    Vice President




                               COMPASS BANK


                               By:     /s/ R. BRUCE FREY
                                       ----------------------------------
                                 Name:     R. Bruce Frey
                                 Title:    Vice President


<PAGE>


         INDEX TO EXHIBITS
              Exhibit        Description of Exhibits
                "A"          Form of Note
                "B"          Borrowing Request Form
                "C"          Security Agreement
                "D"          Guaranty
                "E"          Contribution and
                             Indemnification Agreement
                "F"          Matters to be Addressed in
                             Opinion of Counsel
                "G"          Compliance Certificate
                "H"          Assignment and Acceptance




       INDEX TO SCHEDULES
            Schedule      Description of Schedules
              1.01        Investment Policy
              2.01        Lenders and Commitments
              5.06        Disclosed Matters
              5.14        Subsidiaries
              5.16        Patents, Trademarks and
                          Copyrights
              8.01        Existing Indebtedness
              8.02        Existing Liens
              8.08        Existing Restrictive
                          Agreements