<PAGE>
	REVOLVING CREDIT AGREEMENT


	Dated as of July 17, 1997

	among


	BOSTON TECHNOLOGY, INC., and

	ENHANCED COMMUNICATIONS CORPORATION, as Borrowers


	and


	CORESTATES BANK, N.A., as Agent

	and

	VARIOUS FINANCIAL INSTITUTIONS NOW OR HEREAFTER 
	PARTIES HERETO, as Lenders

	______________________________

	$60,000,000 Revolving Credit Commitment

	________________________________

<PAGE>
<PAGE>

	TABLE OF CONTENTS


Section 1.      Loans                                                     1
1.1     Loans.                                                            1 
1.2.    Lending Offices.                                                  1
1.3.    Termination of Commitment                                         1
1.4.    Notes                                                             2
1.5.    Several Obligations; Remedies Independent                         2
1.6.    Fees                                                              2

Section 2.      Borrowings, Conversions and Prepayments, Payments of 
Principal 
and Interest.                                                             2
2.1.    Borrowings                                                        2
2.2.    Prepayments and Conversions                                       3
2.3.    Mandatory Prepayment                                              3
2.4.    Repayment of Loans                                                4
2.5.    Interest.                                                         4

Section 3.      Payments; Pro Rata Treatment; Computation, Etc.           5
3.1.    Payments                                                          5
3.2.    Payments Due on Saturdays, Sundays and Holidays                   5
3.3.    Pro Rata Treatment.                                               5
3.4.    Computations                                                      5
3.5.    Minimum and Maximum Amounts; Types                                5
3.6.    Certain Notices                                                   6
3.7.    [Intentionally Omitted]                                           6
3.8.    Sharing of Payments; Waiver of Enforcement 
Without Consent, Etc.                                                     7
3.9.    Withholding Tax Exemption                                         8

Section 4.      Yield Protection and Illegality.                          8
4.1.    Additional Costs                                                  8
4.2.    Limitation on Types of Loans                                      9
4.3.    Illegality.                                                       9
4.4.    Substitute Base Rate Loans.                                      10
4.5.    Compensation                                                     10
4.6.    Capital Adequacy                                                 10

Section 5.      Letters of Credit                                        12
5.1.    Letter of Credit Commitment.                                     12
5.2.    Issuance, Etc.                                                   12

Section 6.      Security                                                 16
6.1.    Grant of Security Interests                                      16

Section 7.      Conditions Precedent                                     16
7.1.    Conditions Precedent to Extensions of Credit                     16
7.2.    Conditions Precedent to Initial Extension of Credit.             16

Section 8.      Representations and Warranties                           18
8.1.    Corporate Status                                                 18
8.2.    No Violation                                                     18
8.3.    Corporate Power and Authority                                    18
8.4.    Enforceability                                                   18
8.5.    Governmental Approvals                                           19
8.6.    Financial Statements                                             19
8.7.    No Material Change                                               19
8.8.    Litigation                                                       19
8.9.    Compliance with Other Instruments; Compliance 
with Law                                                                 19
8.10.   Subsidiaries                                                     20
8.11.   Investment Company Status; Limits on Ability to 
Incur Indebtedness                                                       20
8.12.   Title to Property                                                20
8.13.   ERISA                                                            20
8.14.   Taxes                                                            20
8.15.   Environmental Matters                                            20
8.16.   Intellectual Property                                            21
8.17.   Solvency.                                                        21
8.18.   Disclosure Generally.                                            21

Section 9.      Affirmative Covenants                                    22
9.1.    Maintenance of Existence and Properties                          22
9.2.    Taxes and Other Liens                                            22
9.3.    Insurance                                                        22
9.4.    Financial Statements, Etc                                        22
9.5.    Notice of Default                                                24
9.6.    Environmental Matters                                            24
9.7.    ERISA Information                                                25
9.8.    Inspection                                                       25
9.9.    Use of Proceeds                                                  25
9.10.   Further Assurances                                               25
9.11.   Depository Accounts                                              26
9.12.   Subsidiaries                                                     26
9.13.   Compliance with Laws                                             26

Section 10.     Negative Covenants                                       26
10.1.   ERISA                                                            26
10.2.   Transactions with Affiliates                                     26
10.3.   Consolidation, Merger or Acquisition                             26
10.4.   Disposition of Assets; Sales-Type Leases                         27
10.5.   Indebtedness                                                     27
10.6.   Liens                                                            28
10.7.   Restricted Payments                                              28
10.8.   Investments                                                      28
10.9.   Sale and Leaseback                                               29
10.10.  Additional Stock Issuance by Subsidiaries                        30
10.11.  Quick Ratio                                                      30
10.12.  Minimum Fixed Charge Coverage Ratio.                             30
10.13.  Leverage                                                         30
10.14.  Tangible Net Worth                                               30
10.15.  Guarantees                                                       30

Section 11.     Events of Default                                        30
11.1.   Events of Default                                                30
11.2.   Remedies Upon an Event of Default                                33

Section 12.     Agent                                                    33
12.1.   Appointment and Authorization                                    33
12.2.   Duties and Obligations.                                          33
12.3.   The Agent as a Lender.                                           34
12.4.   Independent Credit Decisions.                                    34
12.5.   Indemnification.                                                 35
12.6.   Successor Agent.                                                 35
12.7.   Allocations Made By Agent.                                       35

Section 13.     Definitions                                              35
13.1.   Certain Definitions.                                             35
13.2.   Accounting Terms and Definitions.                                47
13.3.   Currency Equivalents.                                            47

Section 14.     Miscellaneous                                            48
14.1.   Amendments, Etc.                                                 48
14.2.   Notices, Etc                                                     48
14.3.   No Waiver; Remedies                                              48
14.4.   Expenses; Indemnification                                        49
14.5.   Binding Effect                                                   49
14.6.   Participation and Assignment.                                    49
14.7.   Lenders' Obligations Several; Independent Nature of 
Lenders' Rights.                                                         50
14.8.   Joint and Several Obligations.                                   51
14.9.   The Company as Agent for Borrowers.                              51
14.10.  Severability                                                     51
14.11.  Judgment Currency.                                               52
14.12.  GOVERNING LAW; AGREEMENT UNDER SEAL                              52
14.13.  WAIVER OF JURY TRIAL                                             52
14.14.  VENUE, CONSENT TO SERVICE OF PROCESS.                            52
14.15.  Headings                                                         53
14.16.  Counterparts                                                     53



Exhibits
A       Form of Promissory Note 
B       Notice of Borrowing 
C       Compliance Certificate
D       Security Agreement
E       Administrative Questionnaire
Schedules

1       Commitments of the Lenders
2       Disclosure Schedule
3       Existing Letters of Credit

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<PAGE>
	REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT (the "Agreement"), 
dated as of July 17, 1997, among BOSTON TECHNOLOGY, INC.,  a 
Delaware corporation with its principal place of business at 100 
Quannapowitt Parkway, Wakefield, Massachusetts 01880 (the "Company"), 
ENHANCED COMMUNICATIONS CORPORATION, a Delaware 
corporation with its principal place of business at 100 Quannapowitt 
Parkway, Wakefield, Massachusetts 01880 ("ECC", together with the 
Company, each a "Borrower" and collectively the "Borrowers"), 
CORESTATES BANK, N.A., a national banking association, with its 
principal place of business at 1345 Chestnut Street, Philadelphia, 
Pennsylvania 19107 (together with its successors, "CoreStates"); the other 
financial institutions listed on Schedule 1 hereto and CORESTATES 
BANK, N.A. as agent for the Lenders (in such capacity, together with its 
successors in such capacity, the "Agent").  Certain capitalized terms used 
herein are defined in Section 13.

WHEREAS, the Borrowers have requested the Lenders to extend 
credit in the form of loans and letters of credit, and the Lenders are willing 
to make loans to the Borrowers and the Issuing Bank is willing to issue 
Letters of Credit, in each case on the terms subject to the conditions set 
forth herein.

NOW THEREFORE, in consideration of the premises and for other 
good and valuable consideration, the receipt and adequacy of which are 
hereby acknowledged, the parties hereto agree as follows:

Section 1.      Loans.

1.1.    Loans.  

(1)     Upon the terms and subject to the conditions set forth 
below, each of the Lenders severally agrees to make loans (each a "Loan" 
and, collectively, the "Loans") to the Borrowers (i) in Dollars as Base Rate 
Loans or Eurodollar Loans, or (ii) (subject to the following sentence) in an 
Alternative Currency as Multicurrency Loans, from time to time to but 
excluding the Maturity Date (as hereinafter defined), unless the 
Commitments are earlier terminated as provided herein, in an unpaid 
aggregate principal amount not to exceed at any time, for any Lender, its 
Commitment, less such Lender's Commitment Percentage of the aggregate 
Letter of Credit Liabilities at such time (such Lender's "Available 
Commitment").  Notwithstanding the foregoing, the equivalent in Dollars 
of the aggregate outstanding principal amount of all Multicurrency Loans 
by the Lenders shall not at any time exceed the Multicurrency Sublimit.  
Subject to the terms and conditions of this Agreement, until the Maturity 
Date or the date the commitments are earlier terminated as provided herein, 
the Borrowers may borrow, repay and reborrow the amount of the 
Commitments by means of Base Rate Loans, Eurodollar Loans or 
Multicurrency Loans, and may convert Loans of one Type into Loans of 
another Type (subject as provided herein) or continue Eurodollar Loans or 
Multicurrency Loans, as the case may be, for subsequent Interest Periods.

1.2.    Lending Offices.  The Loans of each Type made by each 
Lender shall be made and maintained at such Lender's Applicable Lending 
Office for Loans of such Type.
				      -1-
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1.3.    Termination of Commitment.  Upon at least three (3) 
Banking Days' prior irrevocable written or telecopy notice to the Agent, the 
Borrowers may at any time in whole permanently terminate, or from time to 
time in part permanently reduce, the Commitments; provided, however, that 
(i) each partial reduction of the Commitments shall be in an integral 
multiple of $3,000,000 and in a minimum amount of $3,000,000 (or its 
equivalent in Dollars); (ii) the Commitments shall not be reduced to an 
amount that is less than the sum of (x) the aggregate outstanding principal 
amount of all Base Rate Loans and Eurodollar Loans, plus (y) the 
equivalent in Dollars of the aggregate outstanding principal amount of all 
Multicurrency Loans, plus (z) the aggregate amount of all Letter of Credit 
Liabilities at such time.

1.4.    Notes.  The Loans made by each Lender shall be evidenced 
by a promissory note of the Borrowers payable to the order of such Lender 
in substantially the form of Exhibit A attached and otherwise appropriately 
completed (collectively, the "Notes").  Each Lender is hereby authorized by 
the Borrowers to endorse on the schedule (or a continuation thereof) 
attached to the Note of such Lender, to the extent applicable, the date, 
amount and Type of and the Interest Period (if any) for each Loan made by 
such Lender to the Borrowers hereunder, and the date and amount of each 
payment or prepayment of principal of such Loan received by such Lender, 
provided that any failure by such Lender to make any such endorsement 
shall not affect the obligations of the Borrowers under such Note or 
hereunder in respect of such Loan.

1.5.    Several Obligations; Remedies Independent.  The failure of 
any Lender to make any Loan to be made by it on the date specified therefor 
shall not relieve any other Lender of its obligation to make its Loan on such 
date, but neither the Agent nor any Lender shall be responsible for the 
failure of any other Lender to make a Loan to be made by such other 
Lender.  The amounts payable by the Borrowers at any time hereunder and 
under the Notes to each Lender shall be a separate and independent debt 
and each Lender shall be entitled to protect and enforce its rights arising out 
of this Agreement and the Notes, and it shall not be necessary for any other 
Lender or the Agent to consent to, or be joined as an additional party in, any 
proceedings for such purposes.

1.6.    Fees.  The Borrowers shall pay to the Agent for the account 
of each Lender non-refundable commitment fees on the daily average 
unused amount of such Lender's Commitment (for which purpose such 
Lender's Commitment Percentage of any Letter of Credit Liabilities shall 
be deemed to be a use of each Lender's Commitment) for the period from 
the Closing Date to and including the earlier of the date the Commitments 
are terminated and the Maturity Date, of 1/4 of 1% per annum calculated on 
the basis of a year of 360 days and actual number of days elapsed.  Accrued 
commitment fees under this Section 1.6 shall be payable on the Quarterly 
Dates and on the earlier of the date the Commitments are terminated and 
the Maturity Date.  The Borrowers shall pay to the Agent on the Closing 
Date and on each anniversary thereof, so long as any of the Commitments 
are in effect and until payment in full of all Loans hereunder, all interest 
thereon and all other amounts payable hereunder, an annual agency fee in 
the amount heretofore mutually agreed in writing.

Section 2.      Borrowings, Conversions and Prepayments, Payments of 
Principal and Interest.

2.1.    Borrowings.  The Borrowers shall give the Agent notice of 
each Loan to be made hereunder as provided in Section 3.6 hereof.  Not 
later than 10:00 A.M. Philadelphia time on the date specified for each such 
borrowing, each Lender shall make available the amount of the Loan to be 
made by it on such date to the Agent for account of the Borrowers, at a 
deposit account specified by the Agent, if in respect of Base Rate Loans or 
Eurodollar Loans in Dollars and immediately available funds, and, if in 
respect of Multicurrency Loans, in the requested Alternative Currency and 
in such funds as shall be customary in the country of issue of such 
Alternative Currency for the settlement of international payments in such 
currency.  The amount so received by the Agent shall, subject to the terms 
and conditions of this Agreement, be made available to the Borrowers by 
depositing the same, in immediately available funds, in an account of the 
Borrowers designated by the Borrowers with the Agent or its affiliates or 
correspondents. 
				      -2-
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<PAGE>
2.2.    Prepayments and Conversions.

(1)     Optional Prepayments and Conversions.  

(1)     The Borrowers shall have the right to prepay the 
Loans of any Type in whole or in part, without premium or penalty, 
at any time and from time to time; provided that (i) at the time of the 
prepayment of any Loan, the Borrowers shall pay all interest 
accrued on the amount prepaid; (ii) the Borrowers shall give the 
Lenders notice of such prepayment as provided in Section 3.6; and 
(iii) if any Eurocurrency Loan is prepaid other than on the last day 
of an Interest Period therefor the Borrowers shall, at the time of 
such prepayment, pay all amounts due with respect of such 
prepayment under Section 4.5. 

(2)     The Borrowers shall have the right to convert Base 
Rate Loans into Eurodollar Loans and vice versa, at any time and 
from time to time; provided that (i) the Borrowers shall give the 
Lenders notice of such conversion as provided in Section 3.6; and 
(ii) Eurodollar Loans may be converted into Base Rate Loans only 
on the last day of an Interest Period thereof.

(3)     In order to redenominate the currency of any 
Multicurrency Loans into Dollars or another Alternative Currency 
available hereunder, the Borrowers shall give notice of prepayment 
in whole of such Multicurrency Loans pursuant to Section 3.6 and 
of a request for a borrowing in Dollars or in another Alternative 
Currency available hereunder in accordance with Section 3.6, and 
the Lenders shall, but only on the terms and conditions set forth 
herein, make Loans to the Borrowers on the date of such 
prepayment of whole of, and in an amount in Dollars or such other 
Alternative Currency then equivalent to the amount of, such 
outstanding Multicurrency Loans.

2.3.    Mandatory Prepayments

(1)     If on any date the sum of (x) the aggregate 
outstanding principal amount of all Base Rate Loans and Eurodollar Loans, 
plus (y) the equivalent in Dollars of the aggregate outstanding principal 
amount of all Multicurrency Loans, plus (z) the aggregate amount of all 
Letter of Credit Liabilities, shall exceed the aggregate Commitments then in 
effect, the Borrowers shall prepay Loans on the next Banking Day in an 
amount sufficient to eliminate such excess together with accrued interest 
thereon, and any amount payable in respect thereof under Section 4.5.
				      -3-
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<PAGE>
(2)     If on any date the equivalent in Dollars of the 
aggregate outstanding principal amount of all Multicurrency Loans shall 
exceed the aggregate Multicurrency Sublimit, the Borrowers shall prepay 
Multicurrency Loans within two Banking Days in an amount sufficient to 
eliminate such excess, together with accrued interest thereon, and any 
amount payable in respect thereof under Section 4.5.

2.4.    Repayment of Loans.  The Borrowers hereby promise to pay 
to the Agent for the account of each Lender the entire outstanding principal 
amount of such Lender's Loans, and each Loan shall mature, on July 17, 
1999; provided, however, that such maturity date shall be extended to July 
17, 2000, if, prior to May 17, 1998 (but not before January 1, 1998) (i) the 
Borrowers shall, by written notice to the Agent and the Lenders, request 
such extension, and (ii) each of the Lenders shall have consented in writing 
to the request for such extension (such maturity date, as it may be extended 
as provided herein, the "Maturity Date"). 

2.5.    Interest.

(1)     The Borrowers agree to pay interest on the unpaid 
principal amount of each Loan for each day from and including the date 
such Loan was made to but excluding the date the principal on such Loan is 
due (whether at maturity, by acceleration or otherwise), at the following 
rates per annum:

(1)     for Base Rate Loans, at the Base Rate;

(2)     for Eurodollar Loans, at the Eurodollar Rate plus 175 
basis points per annum; and 

(3)     for Multicurrency Loans, at the Multicurrency Rate 
plus 200 basis points per annum.

Notwithstanding the foregoing, the Borrowers will pay to the 
Lenders interest at the applicable Post-Default Rate on any principal of any 
Loan and on any other amount payable by the Borrowers hereunder (but, if 
such amount is interest, only to the extent legally enforceable), which shall 
not be paid in full when due (whether at stated maturity, by acceleration or 
otherwise), for the period commencing on the due date thereof until the 
same is paid in full. 

(2)     Accrued interest on each Base Rate Loan shall be 
payable monthly in arrears on the first Banking Day of each calendar 
month.  Accrued interest on each Eurocurrency Loan shall be payable on 
the last day of each Interest Period therefor; provided that if such Interest 
Period for such Eurocurrency Loan is six (6) months, accrued interest shall 
be payable on the ninetieth (90th) day and on the last day of such Interest 
Period.  In any event, accrued interest on each Base Rate Loan, Eurodollar 
Loan or Multicurrency Loan shall be payable upon the payment, 
prepayment or conversion thereof, but only on the principal so paid or 
prepaid or converted; provided that when the terms of this Agreement 
require that interest be paid at the Post-Default Rate, such interest shall be 
payable from time to time on demand of the Agent. Promptly after the 
determination of any interest rate provided for herein or any change therein, 
the Agent shall notify the Borrowers thereof.
				      -4-
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<PAGE>
Notwithstanding the foregoing provisions of this Section 2.5, if at 
any time the rate of interest set forth above (the "Stated Rate") exceeds the 
maximum non-usurious interest rate permissible for any Lender to charge 
commercial borrowers under applicable law (the "Maximum Rate"), the 
rate of interest charged on the Loans by such Lender hereunder shall be 
limited to the Maximum Rate.

In the event the Stated Rate that has theretofore been subject to the 
preceding paragraph at any time is less than the Maximum Rate in respect 
of the Loans hereunder by any Lender, the principal amount of the Loans by 
such Lender shall bear interest at the Maximum Rate until the total amount 
of interest paid to such Lender or accrued on the Loans by such Lender 
hereunder equals the amount of interest which would have been paid to 
such Lender or accrued on the Loans by such Lender hereunder if the Stated 
Rate had at all times been in effect.

In the event that upon payment in full of all amounts payable 
hereunder, the total amount of interest paid to any Lender under the terms 
of this Agreement is less than the total amount of interest which would 
have been paid to such Lender or accrued on such Lender's Loans if the 
Stated Rate had at all times been in effect, then the Borrowers shall, to the 
extent permitted by applicable law, pay to such Lender an amount equal to 
the difference between (a) the lesser of (i) the amount of interest which 
would have accrued on the Loans if the Maximum Rate had at all times 
been in effect or (ii) the amount of interest which would have accrued on 
the Loans if the Stated Rate had at all times been in effect and (b) the 
amount of interest actually paid to such Lender or accrued on the Loans 
under this Agreement.

In the event any Lender ever receives, collects or applies as interest 
any sum in excess of the Maximum Rate, such excess amount shall be 
applied to the reduction of the principal balance of the Loans in respect of 
which such interest was paid or to other amounts (other than interest) 
payable hereunder, and if no such principal is then outstanding, such excess 
or part thereof remaining shall be paid to the Borrowers.

Section 3.      Payments; Pro Rata Treatment; Computation, Etc.

3.1.    Payments.  All payments made by the Borrowers  (i) under 
this Agreement or the Notes on account of principal of or interest on any 
Multicurrency Loans shall be made in the Alternative Currency in which 
such Loans are then denominated, to the Agent at the office designated by 
the Agent located in the country of issue of such Alternative Currency, not 
later than 12:00 noon (local time) on the date when due in such funds as 
shall be customary in such country for the settlement of international 
payments in such Alternative Currency, and (ii) under this Agreement on 
account of any other amounts payable hereunder, shall be made in Dollars, 
not later than 12:00 noon (Philadelphia Time) on the date when due in 
immediately available funds at the principal office of the Agent in 
Philadelphia, Pennsylvania.  All payments shall be made without setoff, 
counterclaim, withholding or reduction of any kind whatsoever

3.2.    Payments Due on Saturdays, Sundays and Holidays.  
Whenever any payment to be made hereunder or under the Notes shall be 
due on a day which is not a Banking Day, such payment may be made on 
the next succeeding Banking Day, and such extension of time shall be 
included in computing any interest or fees due.
				      -5-
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<PAGE>
3.3.    Pro Rata Treatment.  Except to the extent otherwise 
provided herein:  (a) each borrowing from the Lenders under Section 2.1 
hereof shall be made from the Lenders, each payment of commitment fees 
under Section 1.6 hereof shall be made for the account of the Lenders, and 
each termination or reduction of the Commitments under Section 1.3 hereof 
shall be applied to the Commitments of the Lenders, pro rata according to 
the Lenders' respective percentages of the Commitments, (b) each payment 
by the Borrowers of principal or interest on Loans of a particular Type 
(other than payments in respect of Loans of individual Lenders provided for 
by Section 4.1 hereof) shall be made to the Agent for the account of the 
Lenders pro rata in accordance with the respective unpaid principal 
amounts of such Loans held by the Lenders and (c) each conversion of 
Loans of a particular Type (other than conversions of Loans of individual 
Lenders pursuant to Section 4.4 hereof) shall be made pro rata among the 
Lenders in accordance with the respective principal amounts of such Loans 
held by the Lenders.

3.4.    Computations.  Interest on the Loans shall be computed on 
the basis of a year of 360 days and actual days elapsed (including the first 
day but excluding the last day) occurring in the period for which payable.

3.5.    Minimum and Maximum Amounts; Types.  

(1)     Each borrowing, conversion and prepayment of 
principal of Loans shall be in an aggregate principal amount equal to (i) for 
Base Rate Loans, $1,000,000 or a larger multiple of $100,000, (ii) for 
Eurodollar Loans, $2,000,000 or a larger multiple of $100,000, and (iii) for 
Multicurrency Loans, the Dollar equivalent of the applicable Alternative 
Currency equal to $2,000,000 or a larger multiple of $1,000,000, calculated 
on the date of such borrowing, conversion or prepayment.  

(2)     In no event may the Borrowers have more than (i) six 
(6) Tranches of Base Rate Loans, Eurodollar Loans and Multicurrency 
Loans outstanding at any one time or (ii) four (4) Tranches of 
Multicurrency Loans outstanding at any one time.

3.6.    Certain Notices.  Notices to the Agent of termination or 
reduction of the Commitments, borrowings of Loans, conversions of Base 
Rate Loans into Eurodollar Loans and vice versa, and prepayments of 
Loans and of the duration of Interest Periods, shall be irrevocable and shall 
be effective only if received by the Agent not later than 10:00 A.M. 
(Philadelphia time) on the number of Banking Days prior to the date of the 
termination, borrowing, conversion and/or prepayment specified below:

				      -6-
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<PAGE>
Action

Minimum Notice

Termination or reduction of 
Commitment

3 Banking Days

Borrowings or prepayments of Base 
Rate Loans

1 Banking Day


Borrowings or prepayments of 
Eurocurrency Loans, conversions of 
Eurodollar Loans into Base Rate 
Loans, conversions of Base Rate 
Loans into Eurodollar Loans, or 
duration of Interest Periods for 
Eurocurrency Loans

3 Banking Days

Each notice of borrowing, conversion or prepayment shall specify, the 
amount, the Type of the Loan to be borrowed, converted or prepaid, the 
date of borrowing, conversion or prepayment (which shall be a Banking 
Day) and, in the case of Eurodollar Loans or Multicurrency Loans, the 
duration of the Interest Period therefor (subject to the definition of Interest 
Period).  Each such notice of duration of an Interest Period shall specify the 
Eurodollar Loans or the Multicurrency Loans to which such Interest Period 
is to relate.  In the event that the Borrowers fail to select the duration of 
any Interest Period for Eurodollar Loans within the time period and otherwise 
as provided in this Section 3.6, such Eurodollar Loan will be automatically 
converted into a Base Rate Loans on the last day of the then current Interest 
Period for such Eurodollar Loans or (if outstanding as Base Rate Loans) 
will remain as, or (if not then outstanding) will be made as Base Rate 
Loans. In the event that the Borrowers fail to select the duration of any 
Interest Period for Multicurrency Loans within the time period and 
otherwise as provided in this Section 3.6, a one-month Interest Period shall 
automatically be deemed to have been selected for such Multicurrency 
Loans.

3.7.    [Intentionally Omitted]

3.8.    Sharing of Payments; Waiver of Enforcement Without 
Consent, Etc.  

(1)     The Borrowers agree that, in addition to (and without 
limitation of) any right of set-off, banker's lien or counterclaim a Lender 
may otherwise have, each Lender shall be entitled, at its option, to offset 
balances held by it for the account of any of the Borrowers at any of its 
offices, in Dollars or in any other currency, against any principal of or 
interest on any of such Lender's Loans or Reimbursement Obligations to 
the Borrowers hereunder, or any other obligation of the Borrowers 
hereunder, which is not paid when due (regardless of whether such balances 
are then due to the Borrowers), in which case it shall promptly notify the 
Borrowers and the Agent thereof, provided that such Lender's failure to 
give such notice shall not affect the validity thereof.  The Borrowers agree, 
to the fullest extent they may effectively do so under applicable law, that 
any Person purchasing a participation in the Loans made, or other 
obligations held, by another Person, whether or not acquired pursuant to the 
foregoing arrangements, may exercise all rights of set-off, banker's lien, 
counterclaim or similar rights with respect to such participation as fully as 
if such Lender were a direct holder of Loans or other obligations in the 
amount of such participation.
				      -7-
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<PAGE>
(2)     If a Lender shall obtain payment of any principal of 
or interest on any Loan made by it under this Agreement, or on any other 
obligation then due to such Lender hereunder, through the exercise of any 
right of set-off, banker's lien, counterclaim or similar right, or otherwise, 
it shall promptly notify the Agent and purchase from the other Lenders 
participations in the Loans made, or other obligations held, by the other 
Lenders in such amounts, and make such other adjustments from time to 
time as shall be equitable to the end that all the Lenders shall share the 
benefit of such payment (net of any expenses which may be incurred by 
such Lender in obtaining or preserving such benefit) pro rata in accordance 
with the unpaid principal and interest on the Loans or other obligations then 
due to each of them.  To such end all the Lenders shall make appropriate 
adjustments among themselves (by the resale of participations sold or 
otherwise) if such payment is rescinded or must otherwise be restored 
(including the payment of interest to the extent that the Lender obligated to 
return such funds is obligated to return interest).

(3)     Nothing contained herein shall require any Lender to 
exercise any right of set-off, banker's lien, counterclaim or similar right or 
shall affect the right of any Lender to exercise, and retain the benefits of 
exercising, any such right with respect to any other indebtedness or 
obligation of the Borrowers.

(4)     This Section 3.8 is for the benefit of the Lenders only 
and does not constitute a waiver of any rights against the Borrowers or any 
of its Subsidiaries or against any property held as security for any 
obligations hereunder or under any other Loan Document.

3.9.    Withholding Tax Exemption.  At least five Banking Days 
prior to the first date on which interest or fees are payable hereunder for the 
account of any Lender, each Lender that is not incorporated under the laws 
of the United States of America or a state thereof agrees that it will deliver 
to each of the Borrowers and the Agent two duly completed copies of 
United States Internal Revenue Service Form 1001 or 4224, certifying in 
either case that such Lender is entitled to receive payments under this 
Agreement and the Notes without deduction or withholding of any United 
States federal income taxes.  Each Lender which so delivers a Form 1001 or 
4224 further undertakes to deliver to each of the Borrowers and the Agent 
two additional copies of such form (or a successor form) on or before the 
date that such form expires or becomes obsolete or after the occurrence of 
any event requiring a change in the most recent form so delivered by it, and 
such amendments thereto or extensions or renewals thereof as may be 
reasonably requested by the Borrowers or the Agent, in each case certifying 
that such Lender is entitled to receive payments under this Agreement and 
the Notes without deduction or withholding of any United States federal 
income taxes, unless an event (including without limitation any change in 
treaty, law or regulation) has occurred prior to the date on which any such 
delivery would otherwise be required which renders all such forms 
inapplicable or which would prevent such Lender from duly completing and 
delivering any such form with respect to it and such Lender advises the 
Borrowers and the Agent that it is not capable of receiving payments 
without any deduction or withholding of United States federal income tax.
				      -8-
<PAGE>
<PAGE>
Section 4.      Yield Protection and Illegality.

4.1.    Additional Costs.

(1)     The Borrowers shall pay to each Lender from time to 
time such amounts as such Lender may reasonably determine to be 
necessary to compensate it for any costs incurred by such Lender which 
such Lender determines are attributable to its making or maintaining of any 
Eurocurrency Loans hereunder or its obligation to make any of such 
Eurocurrency Loans hereunder, or any reduction in any amount receivable 
by such Lender hereunder in respect of any Eurocurrency Loan or such 
obligation (such increases in costs and reductions in amounts receivable 
being herein called "Additional Costs"), in each case resulting from any 
Regulatory Change which:

(1)     changes the basis of taxation of any amounts payable 
to such Lender under this Agreement or the Note held by such 
Lender in respect of any Eurocurrency Loan; or

(2)     imposes or modifies any reserve, special deposit or 
similar requirements relating to any extensions of credit or other 
assets of, or any deposits with or other liabilities of, such Lender 
(including any Eurocurrency Loan or any deposits referred to in the 
definition of "Eurodollar Rate" or "Multicurrency Rate" below); or 

(3)     imposes any other condition affecting this Agreement 
or any Note (or any of such extensions of credit or liabilities).

Each Lender will notify the Borrowers and the Agent of any event 
occurring after the date of this Agreement which will entitle such Lender to 
compensation pursuant to this Section 4.1 as promptly as practicable after it 
obtains knowledge thereof and determines to request such compensation.  
Such Lender will furnish the Borrowers and the Agent with a statement, in 
reasonable detail, setting forth the basis and amount of each request by such 
Lender for compensation under this Section 4.1.

(2)     Without limiting the effect of the foregoing 
provisions of this Section 4.1 in the event that, by reason of any Regulatory 
Change, any Lender either (i) incurs Additional Costs based on or measured 
by the excess above a specified level of the amount of a category of 
deposits or other liabilities of such Lender which includes deposits by 
reference to which the interest rate on Eurocurrency Loans is determined as 
provided in this Agreement or a category of extensions of credit or other 
assets of such Lender which includes Eurocurrency Loans or (ii) becomes 
subject to restrictions on the amount of such a category of liabilities or 
assets which it may hold, then, if such Lender so elects by notice to the 
Borrowers, the obligation of such Lender to make Eurocurrency Loans 
hereunder shall be suspended until the date such Regulatory Change ceases 
to be in effect.

(3)     Determinations and allocations by any Lender for 
purposes of this Section 4.1 of the effect of any Regulatory Change on its 
costs of maintaining its obligations to make Eurocurrency Loans or of 
making or maintaining Eurocurrency Loans or on amounts receivable by it 
in respect of Eurocurrency Loans, and of the additional amounts required to 
compensate such Lender in respect of any Additional Costs, shall be 
conclusive absent manifest error, provided that such determinations and 
allocations are made on a reasonable basis, and provided further that in 
administering this Section each Lender shall not single out the Borrowers 
for different treatment but shall deal with them on the same basis as the 
Lender deals with its other customers generally.
				      -9-
<PAGE>
<PAGE>
4.2.    Limitation on Types of Loans.  Anything herein to the 
contrary notwithstanding, if, with respect to any Eurocurrency Loans, any 
Lender determines (which determination shall be conclusive) that the 
relevant rates of interest referred to in the definition of "Eurodollar Rate" 
or "Multicurrency Rate" in Section 13 below upon the basis of which the rates 
of interest for any Eurocurrency Loan are to be determined do not 
accurately reflect the cost to such Lender of making or maintaining such 
Eurocurrency Loans for the Interest Period therefor (including the cost of 
obtaining any relevant Alternative Currency), then such Lender shall 
promptly notify the Borrowers, and so long as such condition remains in 
effect, such Lender shall be under no obligation to make Eurocurrency 
Loans or to convert Base Rate Loans into Eurodollar Loans and the 
Borrowers shall, on the last day(s) of the then current Interest Period(s) for 
the outstanding Eurocurrency Loans, either prepay such Eurocurrency 
Loans or convert such Eurocurrency Loans (if Eurodollar Loans) into Base 
Rate Loans in accordance with Section 2.2.

4.3.    Illegality.  Notwithstanding any other provision of this 
Agreement to the contrary, in the event that it becomes unlawful for any 
Lender to (a) honor its obligation to make Eurocurrency Loans hereunder, 
or (b) maintain Eurocurrency Loans (identifying the illegality in question in 
reasonable detail) hereunder, then such Lender shall promptly notify the 
Borrowers and the other Lenders thereof and such Lender's obligation to 
make Eurocurrency Loans hereunder shall be suspended until such time as 
such Lender may again make and maintain Eurocurrency Loans.

4.4.    Substitute Base Rate Loans.  If the obligation of any Lender 
to make Eurocurrency Loans shall be suspended pursuant to Section 4.1, 
4.2 or 4.3 hereof, all Loans which would otherwise be made by such Lender 
as Eurocurrency Loans shall be made instead as Base Rate Loans (and, if an 
event referred to in Section 4.1(b) or 4.3 has occurred and such Lender so 
requests, by notice to the Borrowers, (i) each Eurodollar Loan of such 
Lender then outstanding shall be automatically converted into a Base Rate 
Loan and (ii) the Multicurrency Loan of such Lender then outstanding shall 
be prepaid on the date specified by such Lender in such notice) and, to the 
extent that Eurocurrency Loans are so made as (or converted into) Base 
Rate Loans, all payments of principal which would otherwise be applied to 
such Eurocurrency Loans shall be applied instead to such Base Rate Loans.

4.5.    Compensation.  If any payment, prepayment or conversion 
of a Eurocurrency Loan of any Lender occurs on a date other than the last 
day of an Interest Period for such Loan, the Borrowers shall pay to such 
Lender, upon its request, as compensation for any loss, cost or expense 
incurred by such Lender as the result of such payment, prepayment or 
conversion, an amount (if a positive number) equal to:  

A  x  (B-C) x    D 
			---
			360
				      -10-
<PAGE>
<PAGE>
where:

"A" equals the principal amount of the Eurocurrency Loan (or the 
Dollar equivalent thereof, if payable in an Alternative Currency) so paid, 
prepaid or converted (the "Affected Eurocurrency Loan");

"B" equals the Eurodollar Rate or the Multicurrency Rate 
(expressed as a decimal) applicable to the Affected Eurocurrency Loan;

"C" equals the applicable Eurodollar Rate or the Multicurrency Rate 
(expressed as a decimal) in effect on or about the date of such payment, 
prepayment or conversion, for deposits in an amount equal approximately 
to the principal amount of the Affected Eurocurrency Loan with an Interest 
Period (the "Remaining Interest Period") beginning on the date of such 
payment, prepayment or conversion to but excluding the last day of the 
existing Interest Period; and

"D" equals the number of days in the Remaining Interest Period;

and any other out-of-pocket loss or expense (including any internal 
processing charge customarily charged by such Lender) suffered by such 
Lender in liquidating deposits prior to maturity in amounts which 
correspond to the principal amount of the Affected Eurocurrency Loan; 
provided that such Lender shall have delivered to the Borrowers a 
certificate, in reasonable detail, as to the amount of such loss and expense 
along with the basis for calculation thereof.

4.6.    Capital Adequacy.  If any Lender shall determine that the 
applicability of any law, rule, regulation or guideline adopted pursuant to or 
arising out of the July 1988 report of the Basle Committee on Banking 
Regulations and Supervisory Practices entitled "International Convergence 
of Capital Measurement and Capital Standards", or the adoption after the 
date hereof of any other applicable law, rule, regulation or guideline 
regarding capital adequacy, or any change in the foregoing or in the 
enforcement, interpretation or administration thereof by any Governmental 
Authority charged with the enforcement, interpretation or administration 
thereof, or compliance by such Lender or any Person controlling such 
Lender (a "Parent") with any request or directive regarding capital adequacy 
(whether or not having the force of law) of any such Governmental 
Authority, has or would have the effect of reducing the rate of return on 
capital of such Lender or its Parent as a consequence of such Lender's 
obligations hereunder to a level below that which such Lender (or its 
Parent) could have achieved but for such applicability, adoption, change or 
compliance (taking into consideration the policies of such Lender (or its 
Parent) with respect to capital adequacy) by an amount reasonably deemed 
by such Lender to be material, then from time to time, within ten (10) 
Banking Days after demand by such Lender, the Borrowers shall pay to 
such Lender such additional amount or amounts as will compensate such 
Lender for such reduction in the rate of return, together with interest on 
each such amount from the thirtieth day after such demand until payment in 
full thereof (as well after as before judgment) at the Post-Default Rate.  A 
statement of such Lender, in reasonable detail, claiming compensation 
under this Section 4.6 and setting forth the additional amount or amounts to 
be paid to it hereunder shall be conclusive absent manifest error; provided 
that the determination thereof is made on a reasonable basis and provided 
further that the Borrowers shall not be obligated to compensate any Lender 
for any such reduction occurring more than 90 days prior to the time the 
Lender first notifies the Borrowers of such adoption, implementation, 
charge or compliance, and provided further that in administering this 
Section.  In determining such amount, such Lender shall use reasonable 
averaging and attribution methods.
				      -11-
<PAGE>
<PAGE>
4.7.    Taxes.  All payments hereunder and under the Notes shall be 
made without set-off or counterclaim and free and clear of any deductions, 
including deductions for Taxes, unless the Borrowers are required by law to 
make such deductions.  If (i) any Lender shall be subject to any Tax with 
respect to any payment of principal, interest or other amount hereunder or 
under any other Loan Documents or its obligations hereunder or (ii) the 
Borrowers shall be required to withhold or deduct any Tax on any such 
payment, within 15 days after the receipt by the Borrowers of a certificate 
from such Lender setting forth why it is claiming compensation under this 
Section 4.7 and computations (in reasonable detail) of the amount thereof, 
the Borrowers shall pay to the Agent for such Lender's account such 
additional amount as is necessary to enable such Lender to receive the 
amount of Tax so imposed on the Lender's obligations hereunder or the full 
amount of all payments which it would have received hereunder or under 
any other Loan Documents in the absence of such Tax, as the case may be, 
together with interest at the Post-Default Rate on such amount from the 
15th day after receipt of such certificate until payment in full thereof.  
Whenever Taxes must be withheld by the Borrowers with respect to any 
payments hereunder or under any other Loan Documents, the Borrowers 
shall promptly furnish to the Agent for the account of the applicable Lender 
official receipts (to the extent that the relevant governmental authority 
delivers such receipts) evidencing payment of any such Taxes so withheld.  
If the Borrowers fail to pay any such Taxes when due or fail to remit to the 
Agent for the account of the applicable Lender the required receipts 
evidencing payment of any such Taxes so withheld or deducted, the 
Borrowers shall indemnify the affected Lender for any incremental Taxes 
and interest or penalties that may become payable by such Lender as a 
result of any such failure.  The determination by such Lender of the amount 
of such Tax and the basis therefor shall, in the absence of manifest error, be 
conclusive.

Section 5.      Letters of Credit.  

5.1.    Letter of Credit Commitment.  Subject to the terms and 
conditions of this Agreement, the Commitments may be utilized, upon the 
request of the Borrowers, in addition to the Loans provided for by Section 
1.1 hereof, by the issuance by the Issuing Bank of standby letters of credit 
(each a "Letter of Credit", and collectively with the Existing Letters of 
Credit, "Letters of Credit") for account of the Borrowers, provided that in 
no event shall (i) the aggregate amount of all Letter of Credit Liabilities, 
together with the aggregate outstanding principal amount of the Base Rate 
Loans and the Eurodollar Loans and the equivalent in Dollars of the 
aggregate outstanding principal amount of the Multicurrency Loans, exceed 
the aggregate amount of the Commitments as in effect from time to time, 
(ii) the aggregate outstanding amount of all Letter of Credit Liabilities 
(including the equivalent in Dollars of Letter of Credit Liabilities for 
letters of credit denominated in Alternative Currency) exceed $15,000,000 and 
(iii) the expiration date of any Letter of Credit extend beyond the earlier of 
the Maturity Date and the date twelve months following the issuance of 
such Letter of Credit (provided that any Letter of Credit with a twelve-
month tenor may provide for the renewal thereof for additional twelve-
month periods, which periods shall in any event not extend beyond the 
Maturity Date). On the Closing Date, all Existing Letters of Credit shall 
automatically, without any action on the part of any Person, be deemed to 
be Letters of Credit issued and outstanding hereunder.
				      -12-
<PAGE>
<PAGE>
5.2.    Issuance, Etc.  The following additional provisions shall 
apply to Letters of Credit:

(1)     The Borrowers shall give the Agent at least three (3) 
Banking Days' irrevocable prior notice (effective upon receipt) specifying 
the Banking Day (which shall be no later than 30 days preceding the 
Maturity Date) on which each Letter of Credit is to be issued and the 
account party or parties therefor and describing in reasonable detail the 
proposed terms of such Letter of Credit (including the beneficiary thereof) 
and the nature of the transactions or obligations proposed to be supported 
thereby.  Upon receipt of any such notice, the Agent shall advise the Issuing 
Bank of the contents thereof.

(2)     On each day during the period commencing with the 
issuance by the Issuing Bank of any Letter of Credit and until such Letter of 
Credit shall have expired or been terminated, the Commitment of each 
Lender shall be deemed to be utilized for all purposes of this Agreement in 
an amount equal to such Lender's Commitment Percentage of the then 
undrawn face amount of such Letter of Credit.  Each Lender (other than the 
Issuing Bank) agrees that, upon the issuance of any Letter of Credit 
hereunder, it shall automatically acquire a participation in the Issuing 
Bank's liability under such Letter of Credit in an amount equal to such 
Lender's Commitment Percentage of such liability, and each Lender (other 
than the Issuing Bank) thereby shall automatically absolutely, 
unconditionally and irrevocably assume, as primary obligor and not as 
surety, and be unconditionally obligated to the Issuing Bank to pay and 
discharge when due, its Commitment Percentage of the Issuing Bank's 
liability under such Letter of Credit.

(3)     Upon receipt from the beneficiary of any Letter of 
Credit of any demand for payment under such Letter of Credit, the Issuing 
Bank shall promptly notify the Borrowers (through the Agent) of the 
amount to be paid by the Issuing Bank as a result of such demand and the 
date on which payment is to be made by the Issuing Bank to such 
beneficiary in respect of such demand.  Notwithstanding the identity of the 
account party of any Letter of Credit, the Borrowers hereby unconditionally 
agree to pay and reimburse the Agent for account of the Issuing Bank for 
the amount of each demand for payment under such Letter of Credit that is 
in substantial compliance with the provisions of such Letter of Credit at or 
prior to the date on which payment is to be made by the Issuing Bank to the 
beneficiary thereunder, without presentment, demand, protest or other 
formalities of any kind.

(4)     Forthwith upon its receipt of a notice referred to in 
paragraph (c) of this Section 5.2, the Borrowers shall advise the Agent 
whether or not the Borrowers intend to borrow hereunder to finance their 
obligation to reimburse the Issuing Bank for the amount of the related 
demand for payment and, if they do, submit a notice of such borrowing as 
provided in Section 3.6 hereof.

(5)     Each Lender (other than the Issuing Bank) shall pay 
to the Agent for account of the Issuing Bank at an account in Philadelphia, 
Pennsylvania specified by the Agent in Dollars and in immediately 
available funds the amount of such Lender's Commitment Percentage of 
any payment under a Letter of Credit upon notice by the Issuing Bank 
(through the Agent) to such Lender requesting such payment and specifying 
such amount.  Each such Lender's obligation to make such payment to the 
Agent for account of the Issuing Bank under this paragraph (e), and the 
Issuing Bank's right to receive the same, shall be absolute and 
unconditional and shall not be affected by any circumstance whatsoever, 
including, without limitation, the failure of any other Lender to make its 
payment under this paragraph (e), the financial condition of the Borrowers 
(or any other account party), any failure to satisfy any condition precedent 
to any Loan, the existence of any Default or the termination of the 
Commitments.  Each such payment to the Issuing Bank shall be made 
without any offset, abatement, withholding or reduction whatsoever.  If any 
Lender shall default in its obligation to make any such payment to the 
Agent for account of the Issuing Bank, for so long as such default shall 
continue the Agent may at the request of the Issuing Bank withhold from 
any payments received by the Agent under this Agreement or any Note for 
account of such Lender the amount so in default and, to the extent so 
withheld, pay the same to the Issuing Bank in satisfaction of such defaulted 
obligation.
				      -13-
<PAGE>
<PAGE>
(6)     Upon the making of each payment by a Lender to the 
Issuing Bank pursuant to paragraph (e) above in respect of any Letter of 
Credit, such Lender shall, automatically and without any further action on 
the part of the Agent, the Issuing Bank or such Lender, acquire (i) a 
participation in an amount equal to such payment in the Reimbursement 
Obligation owing to the Issuing Bank by the Borrowers hereunder and 
under the Letter of Credit Documents relating to such Letter of Credit and 
(ii) a participation in a percentage equal to such Lender's Commitment 
Percentage in any interest or other amounts payable by the Borrowers 
hereunder and under such Letter of Credit Documents in respect of such 
Reimbursement Obligation (other than the commissions, charges, costs and 
expenses payable to the Issuing Bank pursuant to paragraph (g) of this 
Section 5.2).  Upon receipt by the Issuing Bank from or for account of the 
Borrowers of any payment in respect of any Reimbursement Obligation or 
any such interest or other amount (including by way of setoff or application 
of proceeds of any collateral security) the Issuing Bank shall promptly pay 
to the Agent for account of each Lender entitled thereto such Lender's 
Commitment Percentage of such payment, each such payment by the 
Issuing Bank to be made in the same money and funds in which received by 
the Issuing Bank.  In the event any payment received by the Issuing Bank 
and so paid to the Lenders hereunder is rescinded or must otherwise be 
returned by the Issuing Bank, each Lender shall, upon the request of the 
Issuing Bank (through the Agent), repay to the Issuing Bank (through the 
Agent) the amount of such payment paid to such Lender, with interest at the 
rate specified in paragraph (j) of this Section 5.2.

(7)     The Borrowers shall pay the Issuing Bank, for the 
account of each of the Lenders based upon their respective Commitment 
Percentages, a fee with respect to each Letter of Credit issued in the amount 
of 1.625% per annum of the face amount of such Letter of Credit.  Such fee 
shall be payable upon the issuance of such requested Letter of Credit and 
shall be non-refundable.

(8)     In addition, the Borrowers shall pay the Issuing 
Bank, solely for its account, a fronting fee with respect to each Letter of 
Credit issued in the amount of 1/8th of 1% per annum of the face amount of 
such Letter of Credit.  Such fee shall be payable upon the issuance of such 
requested Letter of Credit and shall be non-refundable.   The Borrower shall 
also pay all commissions, charges, costs and expenses in the amounts 
customarily charged by the Issuing Bank from time to time in like 
circumstances with respect to the issuance of each Letter of Credit and 
drawings and other transactions relating thereto.
				      -14-
<PAGE>
<PAGE>
(9)     Promptly following the end of each calendar month, 
the Issuing Bank shall deliver (through the Agent) to each Lender and the 
Borrowers a notice describing the aggregate amount of all Letters of Credit 
outstanding at the end of such month.  Upon the request of any Lender from 
time to time, the Issuing Bank shall deliver any other information 
reasonably requested by such Lender with respect to each Letter of Credit 
then outstanding.

(10)    The issuance by the Issuing Bank of each Letter of 
Credit shall, in addition to the conditions precedent set forth in Section 7.1 
hereof, be subject to the conditions precedent that (i) such Letter of Credit 
shall be in such form, contain such terms and support such transactions as 
shall be satisfactory to the Issuing Bank consistent with its then current 
practices and procedures with respect to letters of credit of the same type 
and (ii) the Borrowers shall have executed and delivered such applications, 
agreements and other instruments relating to such Letter of Credit as the 
Issuing Bank shall have reasonably requested consistent with its then 
current practices and procedures with respect to letters of credit of the same 
type, provided that in the event of any conflict between any such 
application, agreement or other instrument and the provisions of this 
Agreement or any Security Instrument, the provisions of this Agreement 
and the Security Instruments shall control.

(11)    To the extent that any Lender shall fail to pay any 
amount required to be paid pursuant to paragraph (e) or (f) of this Section 
5.2 on the due date therefor, such Lender shall pay interest to the Issuing 
Bank (through the Agent) on such amount from and including such due date 
to but excluding the date such payment is made at a rate per annum equal to 
the Federal Funds Effective Rate, provided that if such Lender shall fail to 
make such payment to the Issuing Bank within three Banking Days of such 
due date, then, retroactively to the due date, such Lender shall be obligated 
to pay interest on such amount at the Post-Default Rate.  In no event shall 
the Borrowers be required to pay any amount under this paragraph (k) of 
this Section 5.2.

(12)    The issuance by the Issuing Bank of any 
modification or supplement to any Letter of Credit hereunder shall be 
subject to the same conditions as are applicable under this Section 5.2 to the 
issuance of new Letters of Credit, and no such modification or supplement 
shall be issued hereunder unless either (i) the respective Letter of Credit 
affected thereby would have complied with such conditions had it originally 
been issued hereunder in such modified or supplemented form or (ii) each 
Lender shall have consented thereto.

(13)    The Borrowers hereby indemnify and hold harmless 
each Lender (including the Issuing Bank) and the Agent from and against 
any and all claims and damages, losses, liabilities, costs or expenses that 
such Lender or the Agent may incur (or that may be claimed against such 
Lender or the Agent by any Person whatsoever) by reason of or in 
connection with the execution and delivery or transfer of or payment or 
refusal to pay by the Issuing Bank under any Letter of Credit; provided that 
the Borrowers shall not be required to indemnify any Lender or the Agent 
for any claims, damages, losses, liabilities, costs or expenses to the extent, 
but only to the extent, caused by (x) the willful misconduct or gross 
negligence of the Issuing Bank in determining whether a request presented 
under any Letter of Credit complied with the terms of such Letter of Credit 
or (y) in the case of the Issuing Bank, such Lender's failure to pay under 
any Letter of Credit after the presentation to it of a request strictly 
complying with the terms and conditions of such Letter of Credit.  Nothing 
in Section 5.1 or in this Section 5.2 is intended to limit the other obligations
of the Borrowers, any Lender or the Agent under this Agreement.
				      -15-
<PAGE>
<PAGE>
(14)    Additional Costs in Respect of Letters of Credit.  
Without limiting the obligations of the Borrowers under Section 4.6 hereof 
(but without duplication), if as a result of any Regulatory Change or any 
risk-based capital guideline or other requirement heretofore or hereafter 
issued by any government or governmental or supervisory authority 
implementing at the national level the Basle Accord there shall be imposed, 
modified or deemed applicable any tax, reserve, special deposit, capital 
adequacy or similar requirement against or with respect to or measured by 
reference to Letters of Credit issued or to be issued hereunder and the result 
shall be to increase the cost to any Lender or Lenders of issuing (or 
purchasing participations in) or maintaining its obligation hereunder to 
issue (or purchase participations in) any Letter of Credit hereunder or 
reduce any amount receivable by any Lender hereunder in respect of any 
Letter of Credit (which increases in cost, or reductions in amount 
receivable, shall be the result of such Lender's or Lenders' reasonable 
allocation of the aggregate of such increases or reductions resulting from 
such event), then, upon demand by such Lender or Lenders (through the 
Agent), the Borrowers shall pay immediately to the Agent for account of 
such Lender or Lenders, from time to time as specified by such Lender or 
Lenders (through the Agent), such additional amounts as shall be sufficient 
to compensate such Lender or Lenders (through the Agent) for such 
increased costs or reductions in amount.  A statement as to such increased 
costs or reductions in amount incurred by any such Lender or Lenders, 
submitted by such Lender or Lenders to the Borrowers, shall be conclusive 
in the absence of manifest error as to the amount thereof.

Section 6.      Security

6.1.    Grant of Security Interests.  Payment and performance of all 
of the Borrowers' present or future obligations to the Agent and the Lenders 
and the Issuing Bank under this Agreement, the Notes and the other Loan 
Documents shall be secured by a first priority security interest in, and a lien 
on, all right, title and interest of each Borrower in and to all accounts 
receivable and inventory of such Borrower pursuant to the terms of and as 
more particularly described in that certain Security Agreement dated as of 
the date hereof (the "Security Agreement").

Section 7.      Conditions Precedent.

7.1.    Conditions Precedent to Extensions of Credit.

The obligation of each Lender to make an Extension of Credit 
hereunder is subject to the satisfaction of the following conditions 
precedent:      

(1)     No Default or Event of Default.  On the date of the 
making of such Extension of Credit, no Default or Event of Default shall 
have occurred and be continuing; and 
				      -16-
<PAGE>
<PAGE>
(2)     Correctness of Representations.  On the date of the 
making of such Extension of Credit, all representations and warranties 
made by each Borrower in Section 8 below or otherwise in writing in 
connection herewith shall be true and correct with the same effect as though 
such representations and warranties had been made on and as of such date, 
except that representations and warranties expressly limited to a certain date 
shall be true and correct as of that date.

(3)     Compliance with Covenants.  Each Person that is a 
party thereto other than the Lenders and the Agent shall be in compliance 
with all covenants, agreements and conditions in each Loan Document.  

(4)     Notice of Borrowing.  The Borrowers shall have 
delivered and the Agent shall have received a duly completed Notice of 
Borrowing. 

(5)     No Material Adverse Effect.  No development or 
event shall have occurred which, in the reasonable opinion of the Agent or 
the Required Lenders, may have a Material Adverse Effect.

Each request for an Extension of Credit hereunder shall constitute a 
representation and warranty by each Borrower to the Lenders that all of the 
conditions specified in this Section 7.1 have been complied with as of the 
time of such Extension of Credit.

7.2.    Conditions Precedent to Initial Extension of Credit.  The 
obligation of the Lenders to make the initial Extension of Credit is subject 
to the fulfillment of the following conditions precedent to the satisfaction of 
the Lenders:

(1)     Section 7.1 Conditions Precedent.  The conditions set 
forth in Section 7.1 shall have been complied with on the date of the initial 
Extension of Credit, and the Agent on behalf of the Lenders shall have 
received a certificate of the chief financial officer of each Borrower to such 
effect.

(2)     Corporate Action.  The Agent on behalf of the 
Lenders shall have received certified copies of the corporate charter and by-
laws of each Borrower and all corporate action taken by each Borrower 
authorizing the execution, delivery and performance of this Agreement 
(including, without limitation, a certificate of such Borrower setting forth 
the resolutions of its Board of Directors authorizing the transactions 
contemplated hereby), together with Certificate of Good Standing from any 
jurisdiction where the nature of its business or the ownership of its 
properties requires such qualification except where the failure to be so 
qualified would not have a Material Adverse Effect.

(3)     Incumbency.  Each Borrower shall have delivered to 
the Agent on behalf of the Lenders a certificate signed by the secretary or 
assistant secretary of such Borrower in respect of the name and specimen 
signature of each of the officers (i) who is authorized to sign on its behalf 
this Agreement and other Loan Documents and (ii) who will, until replaced 
by another officer or officers duly authorized for that purpose, act as its 
representative for the purposes of signing documents and giving notices and 
other communications in connection with this Agreement.  The Agent and 
each Lender may conclusively rely on such certificates until it receives a 
further certificate of the secretary or assistant secretary of such Borrower 
amending or replacing the prior certificate.
				      -17-
<PAGE>
<PAGE>
(4)     Notes.  The Agent on behalf of the Lenders shall 
have received Notes for each Lender, duly completed and executed, in 
conformity with Section 1.4.

(5)     Opinion of Counsel to the Borrower.  The Agent on 
behalf of the Lenders shall have received an opinion, satisfactory in form 
and substance to the Lenders, of Hale and Dorr LLP, legal counsel to the 
Borrowers, addressed to the Lenders, covering such matters related to the 
Loan Documents and the Borrowers as the Lenders may reasonably request.

(6)     Counterparts.  The Agent shall have received duly 
executed counterparts of this Agreement, the Security Agreement and other 
Loan Documents, each executed by the parties thereto.

(7)     Payment of Fees and Expenses.  The Borrowers shall 
have paid to the Agent all fees and expenses then due and payable under the 
Loan Documents.

(8)     No Change.  No development or event, including any 
litigation which is pending or threatened against any Borrower, shall have 
occurred since the Financial Statements Date which, in the opinion of the 
Lenders, may have a Material Adverse Effect.

(9)     Receipt of Financial Projections.  The Lenders shall 
have received from the Borrowers annual financial projections for the two 
years following the date of this Agreement which shall be, in form and in 
substance, satisfactory to the Lenders.  

(10)    Diligence Review.  The Lenders shall have 
completed and in their sole discretion be satisfied with the results of their 
review of the financial condition and business of each of the Borrowers.

(11)    Existing Credit Agreement.  The Credit Agreement, 
dated as of January 31, 1996, among Silicon Valley Bank, CoreStates and 
the Company shall have been terminated and all Indebtedness of the 
Company thereunder shall have been repaid in full.

(12)    Other.  The Agent shall have received such other 
documents in connection herewith as the Agent or any Lender through the 
Agent shall have reasonably requested.

Section 8.      Representations and Warranties.

In order to induce the Lenders to enter into this Agreement and to 
make the contemplated Extensions of Credit, each Borrower represents and 
warrants as follows (except to the extent qualified by supplemental 
disclosure set forth on Schedule 2 hereto) and the following representations 
and warranties as so qualified shall survive the execution and delivery of 
this Agreement and the payment of the Loans:

8.1.    Corporate Status.  Each Borrower and each of its 
Subsidiaries is a duly organized and validly existing corporation in good 
standing under the laws of the jurisdiction of its incorporation, has the 
corporate power and authority necessary to own its assets and carry on its 
business.  Each Borrower and each of its Subsidiaries possesses all permits, 
licenses and franchises necessary to the conduct of its business as presently 
conducted or as presently proposed to be conducted, except where failure to 
possess the same would not have a Material Adverse Effect, and is duly 
qualified or licensed as a foreign corporation in good standing in each 
jurisdiction in which the failure to do so would have a Material Adverse 
Effect.
				      -18-
<PAGE>
<PAGE>
8.2.    No Violation.  Neither the execution, delivery or 
performance of this Agreement or any other Loan Document, nor 
consummation of the contemplated transactions will contravene any law, 
statute, rule or regulation to which any Borrower or any of its Subsidiaries 
is subject or any judgment, decree, franchise, order or permit applicable to 
any Borrower or any of its Subsidiaries, or will conflict or be inconsistent 
with or will result in any breach of, or constitute a default under, or result 
in or require the creation or imposition of any Lien (other than the lien 
created by the Security Instruments) upon any of the property or assets of any 
Borrower or any of its Subsidiaries pursuant to, any Contractual Obligation 
of any Borrower or any of its Subsidiaries, or violate any provision of the 
corporate charter or by-laws of any Borrower or any of its Subsidiaries. 

8.3.    Corporate Power and Authority.  The execution, delivery 
and performance of this Agreement and the other Loan Documents are 
within the corporate powers of each Borrower and have been duly 
authorized by all necessary corporate action.

8.4.    Enforceability.  This Agreement and each other Loan 
Document constitutes a valid and binding obligation of each Borrower 
enforceable against each Borrower in accordance with its terms, except as 
be limited by applicable bankruptcy, insolvency, reorganization, 
moratorium or similar laws affecting the enforcement of creditors' rights 
generally and subject to general principles of equity, whether applied in a 
court of equity or at law. 

8.5.    Governmental Approvals.  No order, permission, consent, 
approval, license, authorization, registration or validation of, or filing with,
or exemption by, any Governmental Authority is required to authorize, or is 
required in connection with, the execution, delivery and performance of this 
Agreement or any other Loan Document by any Borrower, or the taking of 
any action contemplated hereby or thereby, except for the filing of 
financing statements or related documents in the appropriate UCC filing 
offices listed on the Perfection Certificates (as defined in the Security 
Agreement).

8.6.    Financial Statements.   

(1)     The audited consolidated financial statements of the 
Borrowers as of and for the fiscal year ending January 31, 1997, consisting 
of a balance sheet, a statement of operations, a statement of shareholders' 
equity, a statement of cash flows and accompanying footnotes, and the 
interim consolidated financial statements of the Borrowers as of the fiscal 
quarter ending April 30, 1997 furnished to the Lenders in connection 
herewith, present fairly, in all material respects, the consolidated financial 
position, results of operations and cash flows of the Borrowers and their 
Subsidiaries as of the dates and for the periods referred to.  
				      -19-
<PAGE>
<PAGE>
(2)     Neither the Borrowers nor any of their Subsidiaries 
has any material liabilities, contingent or otherwise, including liabilities for
taxes or any unusual forward or long-term commitments or any Guarantee, 
which are not disclosed by or included in the above-referenced financial 
statements or the accompanying notes and there are no unrealized or 
anticipated losses from any unfavorable commitments of any Borrower or 
any of its Subsidiaries which may have a Material Adverse Effect.

(3)     All the above-referenced financial statements 
(including the related schedules and notes) have been prepared in 
accordance with GAAP applied consistently throughout the periods 
involved (except as approved by the Accountants and disclosed therein and, 
in the case of interim financial statements, subject to normal year-end 
adjustments and the absence of footnotes and schedules).

8.7.    No Material Change.  Since the Financial Statements Date 
there has been no development or event, nor to the best knowledge of any 
Borrower, any prospective development or event, which has had or could 
have a Material Adverse Effect.

8.8.    Litigation.  There are no actions, suits or proceedings 
pending or threatened against or affecting any Borrower or any of its 
Subsidiaries before any Governmental Authority, which in any one case or 
in the aggregate, if determined adversely to the interests of such Borrower 
or any Subsidiary thereof, would have a Material Adverse Effect.

8.9.    Compliance with Other Instruments; Compliance with Law. 
 No Borrower nor any Subsidiary thereof is in default under any Contractual 
Obligation, where such default could have a Material Adverse Effect, or the 
terms of any Contractual Obligation relating to any Indebtedness of such 
Borrower or such Subsidiary.  No Borrower nor any Subsidiary thereof is in 
default and or in violation of any applicable statute, rule, writ, injunction, 
decree, order or regulation of any Governmental Authority having 
jurisdiction over such Borrower or any Subsidiary thereof which default or 
violation could have a Material Adverse Effect.  No Borrower nor any 
Subsidiary is a party to or bound by any agreement or instrument or subject 
to any corporate or other restriction, the performance or observance of 
which now has or, as far as the Borrower or any Subsidiary can reasonably 
foresee, may have a Materially Adverse Effect.

8.10.   Subsidiaries.  All of the Borrowers' Subsidiaries (including 
Significant Subsidiaries which are so identified) are set forth on the 
attached Schedule 2.

8.11.   Investment Company Status; Limits on Ability to Incur 
Indebtedness.  No Borrower or any of its Subsidiaries is an "investment 
company" or a company "controlled by" an investment company within the 
meaning of the Investment Company Act of 1940, as amended.  No 
Borrower is subject to regulation under any Federal or State statute or 
regulation which limits its ability to incur Indebtedness.

8.12.   Title to Property.  Each Borrower and each of its 
Subsidiaries has good and marketable title to all of its properties and assets, 
including its properties and assets reflected in the consolidated balance 
sheet of the Borrowers and their Subsidiaries as of the Financial Statements 
Date, except such as have been disposed of since that date in the ordinary 
course of business, and none of such properties or assets is subject to (a) 
any Lien except for Liens permitted hereunder and under the other Loan 
Documents, or (b) any defect in title or other claim other than defects and 
claims that, in the aggregate, would have no Material Adverse Effect.  Each 
Borrower and each of its Subsidiaries enjoys peaceful and undisturbed 
possession under all leases necessary in any material respect for the 
operation of its properties and assets, none of which contains any unusual 
or burdensome provisions which might materially affect or impair such 
properties or assets.  All such leases are valid and subsisting and are in full 
force and effect.
				      -20-
<PAGE>
<PAGE>
8.13.   ERISA.  Each Borrower and each member of the Controlled 
Group have fulfilled their obligations under the minimum funding 
standards of ERISA and the Code with respect to each Plan and are in 
compliance in all material respects with the presently applicable provisions 
of ERISA and the Code, and have not incurred any liability to the PBGC or 
a Plan under Title IV of ERISA (other than to make contributions or 
premium payments in the ordinary course).

8.14.   Taxes.  All tax returns of each Borrower and its Subsidiaries 
required to be filed have been timely filed, all taxes, fees and other 
governmental charges (other than those being  contested in good faith by 
appropriate proceedings diligently conducted and with respect to which 
adequate reserves have been established and, in the case of ad valorem 
taxes or betterment assessments, no proceedings to foreclose any lien with 
respect thereto have been commenced and, in all other cases, no notice of 
lien has been filed or other action taken to perfect or enforce such lien) 
shown thereon which are payable have been paid.  The charges and reserves 
on the books of each Borrower and its Subsidiaries for all income and other 
taxes are adequate, and no Borrower knows of any additional assessment or 
any basis therefor.  No Federal income tax return of any Borrower or its 
Subsidiaries has been audited within the last three years; all prior audits 
have been closed, and there are no unpaid assessments, penalties or other 
charges arising from such prior audits.

8.15.   Environmental Matters.

(1)     Each Borrower and each of its Subsidiaries has 
obtained all Governmental Approvals that are required for the operation of 
its business under any Environmental Law, except where the failure to so 
obtain a Governmental Approval would not have a Material Adverse Effect.

(2)     Each Borrower and each of its Subsidiaries is in 
compliance with all terms and conditions of all required Governmental 
Approvals and is also in compliance with all terms and conditions of all 
applicable Environmental Laws, noncompliance with which would have a 
Material Adverse Effect.

(3)     There is no civil, criminal or administrative action, 
suit, demand, claim, hearing, notice of violation, investigation, proceeding, 
notice or demand letter pending or, to the best knowledge of each Borrower 
threatened against any Borrower or any Subsidiary thereof relating in any 
way to the Environmental Laws, and there is no Lien of any private entity 
or Governmental Authority against any property of any Borrower or any 
Subsidiary thereof relating in any way to the Environmental Laws.
				      -21-
<PAGE>
<PAGE>
(4)     There has been no claim, complaint, notice, or 
request for information received by any Borrower with respect to any site 
listed on the National Priority List promulgated pursuant to the 
Comprehensive Environmental Response, Compensation, and Liability Act 
("CERCLA"), 42 U.S.C. Sec 9601 et seq., or any state list of sites requiring 
investigation or cleanup with respect to contamination by Hazardous 
Substances.

(5)     To the best of each Borrower's knowledge, there has 
been no release or threat of release of any Hazardous Substance at any 
Borrower Property which would likely result in liability being imposed 
upon any Borrower or any Subsidiary thereof, which liability would have a 
Material Adverse Effect.

8.16.   Intellectual Property.  Each Borrower and each of its 
Subsidiaries owns, possesses or licenses such copyrights, patents, 
trademarks and similar rights (collectively,  "Intellectual Property") 
necessary for the conduct of its business as now conducted, without any 
known conflict with the rights of others which would have a Material 
Adverse Effect.

8.17.   Solvency.  The Borrowers, on a consolidated basis, are, and 
after giving effect to the transactions contemplated hereby, will be, Solvent.

8.18.   Disclosure Generally.  The representations and statements 
made by or on behalf of the Borrowers in connection with this Credit 
Agreement and each Extension of Credit hereunder, including 
representations and statements in each of the Loan Documents, do not 
contain any untrue statement of a material fact or omit to state a material 
fact or any fact necessary to make the representations made not materially 
misleading.  No written information, exhibit, report or financial statement 
furnished by any Borrower to the Lenders in connection with this 
Agreement, any Extension of Credit, or any other Loan Document contains 
any material misstatement of fact or omits to state a material fact or any fact 
necessary to make the statements contained therein not materially 
misleading. 

Section 9.      Affirmative Covenants.

Each Borrower covenants and agrees that for so long as this 
Agreement is in effect and until the Notes, together with all interest thereon 
and all other Obligations of the Borrowers to the Lenders are paid or 
satisfied in full:

9.1.    Maintenance of Existence and Properties.  Each Borrower 
will, and will cause each of its Subsidiaries to, maintain its existence and 
comply with all applicable statutes, rules and regulations and to remain duly 
qualified as a foreign corporation, licensed and in good standing in each 
jurisdiction where such qualification or licensing is required by the nature 
of its business, the character and location of its property, business, or the 
ownership or leasing of its property, except where such noncompliance or 
failure to so qualify would not have a Material Adverse Effect, and each 
Borrower will, and will cause each of its Subsidiaries to, maintain its 
properties necessary or useful in the conduct of its business in good 
operating condition, ordinary wear and tear excepted, and continue to 
conduct its business in the ordinary course of its business.  In addition, each 
Borrower will and will cause each of its Subsidiaries to, preserve and 
maintain its Intellectual Property and licenses thereof consistent with good 
business practice.
				      -22-
<PAGE>
<PAGE>
9.2.    Taxes and Other Liens.  Each Borrower will, and will cause 
each of its Subsidiaries to, pay when due all taxes, assessments, 
governmental charges or levies, or claims for labor, supplies, rent and other 
obligations made against it which, if unpaid, might become a Lien against 
such Borrower or such Subsidiary or on its property, except liabilities being 
contested in good faith and by proper proceedings, as to which adequate 
reserves are maintained on the books of such Borrower or its Subsidiaries, 
in accordance with GAAP.

9.3.    Insurance.  Each Borrower will, and will cause each of its 
Subsidiaries to, maintain insurance with financially sound and reputable 
insurance companies in such amounts and against such risks as is usually 
carried by owners of similar businesses and properties in the same general 
areas in which such Borrower and its Subsidiaries operate, provided that in 
any event the Borrower shall maintain or cause to be maintained (a) 
insurance against casualty, loss or damage covering all property and 
improvements of such Borrower and its Subsidiaries in amounts and in 
respect of perils usually carried by owners of similar businesses and 
properties in the same general areas in which such Borrower and its 
Subsidiaries operate; (b) comprehensive general liability insurance against 
claims for bodily injury, death or property damage in amounts and in 
respect of perils usually carried by owners of similar businesses and 
properties in the same general areas in which such Borrower and its 
Subsidiaries operate; and (c) workers' compensation insurance to the extent 
required by applicable law.  In the case of policies referenced in clauses (a) 
and (b) above, all such insurance shall (i) name such Borrower and the 
Lenders as loss payees and additional insureds as their interests may appear; 
(ii) provide that no termination, cancellation or material reduction in the 
amount or material modification to the extent of coverage shall be effective 
until at least 15 days after receipt by the Agent of notice thereof; and (iii) 
be reasonably satisfactory in all other respects to the Agent and each of the 
Lenders.

9.4.    Financial Statements, Etc.  The Borrowers will furnish to the 
Agent and each of the Lenders:

(1)     within forty-five (45) days after the end of each fiscal 
quarter (including the last quarter of the fiscal year), the unaudited 
consolidated balance sheet and income statement of the Borrowers and their 
Subsidiaries as at the end of, and for, such quarter, accompanied by a 
certificate of the chief financial officer of the Company to the effect that 
such financial statements fairly present the consolidated financial condition 
of the Borrowers and their Subsidiaries as of the end of such quarter, and 
the consolidated results of their operations for such quarter, in each case in 
accordance with GAAP (except for the absence of footnotes) consistently 
applied (subject to normal year-end audit adjustments);

(2)     within ninety (90) days after the last day of each 
fiscal year of the Borrowers, the audited consolidated balance sheet and 
income statement and statement of cash flows of the Borrowers and their 
Subsidiaries as at and for the fiscal year then ended, certified by the 
Accountants (the substance of such report to be satisfactory to the Lenders), 
together with a certificate of the chief financial officer of the Company to 
the effect that such financial statements fairly present the consolidated 
financial condition of the Borrowers and their Subsidiaries as of the end of 
such fiscal year, and the consolidated results of their operations for such 
fiscal year, in each case in accordance with GAAP.  The Borrowers shall 
indicate on said financial statements all guarantees or unusual forward or 
long-term commitments made by any Borrower or any Subsidiary thereof.  
In addition to the annual financial statements, the Borrowers shall, promptly 
upon receipt thereof, furnish to the Lenders a copy each other report 
submitted to the Board of Directors of any Borrower by the Accountants in 
connection with any annual, interim or special audit made by them of the 
financial records of any Borrower.  
				      -23-
<PAGE>
<PAGE>
(3)     at the time of the delivery of the financial statements 
for each fiscal quarter end and yearly financial statements required by 
Sections 9.4(a) and 9.4(b), a Compliance Certificate signed by the Chief 
Financial Officer of the Company in the form attached to this Agreement as 
Exhibit C, appropriately completed;

(4)     within thirty (30) days after the last day of each 
Borrower's fiscal quarter, an accounts receivable aging for each Borrower 
as of the end of such quarter in such form as the Agent may reasonably 
prescribe, all in reasonable detail.  

(5)     promptly upon the mailing thereof to the 
shareholders of the Company generally, copies of all financial statements, 
reports, proxy statements and other materials;

(6)     promptly upon request by any Lender, copies of any 
management letter provided by the Accountants, provided that each 
Borrower shall promptly advise the Agent in the event such Borrower 
receives any such letter;

(7)     promptly upon the filing thereof by any Borrower 
with the SEC (and in any event within five (5) days of such filing), copies 
of any registration statements and reports on Forms 10-K, 10-Q and 8-K (or 
their equivalents if such forms no longer exist), it being understood that the 
submission of the Form 10-Q filing for a fiscal quarter will satisfy the 
financial statement submission requirements of Section 9.4(a);

(8)     copies of all reports and forms (including details of 
any "reportable event" under ERISA) filed with respect to all Plans, except 
as filed in the normal course of business and that would not result in an 
adverse action to be taken under ERISA;

(9)     promptly upon becoming aware of any litigation, 
administrative proceeding, investigation, business development, change in 
financial condition against any Borrower or any Subsidiary thereof that may 
have a Material Adverse Effect, notice thereof; and

(10)    promptly following the request of any Lender, such 
further information concerning the business, affairs and financial condition 
or operations of any Borrower and its Subsidiaries as such Lender may 
reasonably request.

9.5.    Notice of Default.  As soon as practicable, and in any event, 
within three (3) Banking Days of any Borrower becoming aware of the 
existence of any condition or event which constitutes a Default, such 
Borrower will provide the Agent and each Lender with written notice 
specifying the nature and period of existence thereof and what action the 
Borrowers are taking or propose to take with respect thereto.
				      -24-
<PAGE>
<PAGE>

9.6.    Environmental Matters.

(1)     Each Borrower and each of its Subsidiaries shall 
comply with all terms and conditions of all applicable Governmental 
Approvals and all applicable Environmental Laws, except where failure to 
comply would not have a Material Adverse Effect.

(2)     The Borrowers shall promptly notify the Agent 
should any Borrower become aware of:

(1)     any spill, release, or threat of release of any 
Hazardous Substance at or from any Borrower Property or by any 
Person for whose conduct any Borrower or any Subsidiary thereof is 
responsible, to the extent such Borrower is required by 
Environmental Laws to report such to any Governmental Authority;

(2)     any action or notice with respect to a civil, criminal 
or administrative action, suit, demand, claim, hearing, notice of 
violation, investigation, proceeding, notice or demand letter pending 
or threatened against any Borrower or any Subsidiary thereof 
relating in any way to the Environmental Laws, or any Lien of any 
Governmental Authority or any other Person against any Borrower 
Property relating in any way to the Environmental Laws;

(3)     any claim made or threatened by any Person against 
any Borrower or any Subsidiary thereof or any property of any 
Borrower or any Subsidiary thereof relating to damage, contribution, 
cost recovery compensation, loss or injury resulting from any 
Hazardous Substance pertaining to such property or the business or 
operations of such Borrower or such Subsidiary; and

(4)     any occurrence or condition on any real property 
adjoining or in the vicinity of any Borrower Property known to the 
officers or supervisory personnel of any Borrower or any Subsidiary 
thereof or other employees having responsibility for the compliance 
by any Borrower or any Subsidiary thereof with Environmental 
Laws, without any independent investigation, which does cause, or 
could cause, such Borrower Property, or any part thereof, to contain 
Hazardous Substances in violation of any Environmental Laws, or 
which does cause, or is reasonably likely to cause, such Borrower 
Property to be subject to any restrictions on the ownership, 
occupancy, transferability or use thereof by any Borrower or any 
Subsidiary thereof.

(3)     Each Borrower will, and will cause each of its 
Subsidiaries to, at its own cost and expense, and within such period as may 
be required by applicable law or regulation, initiate all remedial actions and 
thereafter diligently prosecute such action as shall be required by law for 
the cleanup of such Borrower Property, including all removal, containment 
and remedial actions in accordance with all applicable Environmental Laws 
and shall further pay or cause to be paid, at no expense to the Agent or the 
Lenders, all cleanup, administrative, and enforcement costs of applicable 
Government Authorities asserted against such Borrower Property, except to 
the extent such Borrower or such Subsidiary shall be contesting the same in 
good faith in appropriate proceedings.
				      -25-
<PAGE>
<PAGE>
9.7.    ERISA Information.  If and when any Borrower or any 
member of the Controlled Group gives or is required to give notice to the 
PBGC of any "reportable event" (as defined in Section 4043 of ERISA) 
with respect to any Plan which might constitute grounds for a termination 
of such Plan under Title IV of ERISA, or knows that the plan administrator 
of any Plan has given or is required to give notice of any such reportable 
event, receives notice of complete or partial withdrawal liability under Title 
IV of ERISA or receives notice from the PBGC under Title IV of ERISA of 
an intent to terminate or appoint a trustee to administer the Plan, the 
Borrowers shall in each such instance promptly furnish to the Agent a copy 
of any such notice.

9.8.    Inspection.  Upon request of the Agent, each Borrower will, 
and will cause each of its Subsidiaries to, permit a representative of the 
Agent (including any field examiner retained by the Agent) to inspect and 
make copies of such Borrower's or such Subsidiary's books and records, 
and to discuss its affairs, finances and accounts with its officers and 
accountants, at such reasonable times and as often as the Agent may 
request, subject to such undertakings of confidentiality on the part of the 
Agent and/or such field representative as such Borrower may reasonably 
request.

9.9.    Use of Proceeds.  Each Borrower shall use the proceeds of 
the borrowings under the Notes for the general corporate purposes of such 
Borrower and/or to repay obligations under the Credit Agreement described 
in Section 7.2(k) hereof.  Without limiting the foregoing, no part of such 
proceeds will be used for the purpose of purchasing or carrying any "margin 
security" as such term is defined in Regulation U of the Board of Governors 
of the Federal Reserve System.

9.10.   Further Assurances.  Each Borrower will, and will cause 
each of its Subsidiaries to, execute and deliver to the Agent any writings 
and do all things necessary, effectual or reasonably requested by the Agent 
to carry into effect the provisions and intent of this Agreement or any other 
Loan Document.

9.11.   Depository Accounts.  The Company shall maintain an 
operating deposit account at an office of the Agent. 

9.12.   Subsidiaries.  The Borrowers shall immediately notify the 
Agent of the organization of any foreign or domestic Significant Subsidiary 
of any Borrower.  Upon the request of the Agent, the Borrowers shall cause 
any such Significant Subsidiary to execute such documentation as the 
Agent might require in order that it become a party to this Credit 
Agreement and a Borrower hereunder.

9.13.   Compliance with Laws.  Each Borrower shall comply and 
shall cause each of its Subsidiaries to comply with all laws, statutes and 
regulations applicable to its business, noncompliance with which could 
have a Material Adverse Effect.  
				      -26-
<PAGE>
<PAGE>
Section 10.     Negative Covenants.

Each Borrower covenants and agrees that for so long as this 
Agreement is in effect and until the Notes, together with all interest thereon 
and all other Obligations of the Borrowers to the Agent or the Lenders are 
paid or satisfied in full, without the prior written consent of the Required 
Lenders:

10.1.   ERISA.  No Borrower will permit any pension plan 
maintained by such Borrower or by any member of a "Controlled Group" 
(ERISA Sec 210(c) or ERISA Sec 210(d)) of which such Borrower is a member 
to:   engage in any "prohibited transaction" (ERISA Sec 2003(c)); fail to 
report to the Agent a "reportable event" (ERISA Sec 4043) within 30 days after
its occurrence or as to any reportable event as to which the 30-day notice 
period requirement of Section 4043(b) of Title IV of ERISA has been 
waived by the PBGC, within 30 days of such time as such Borrower is 
requested to notify the PBGC of such reportable event;  incur any 
"accumulated funding deficiency" (ERISA Sec 302); terminate its existence at 
any time in a manner which could result in the imposition of a Lien on the 
property of such Borrower or any Subsidiary thereof; or fail to report to the 
Agent any "complete withdrawal" or "partial withdrawal" by such 
Borrower or an affiliate from a "multiemployer plan" (ERISA Sec 4203, 
4205, and 4001, respectively).  The quoted terms are defined in the 
respective sections of ERISA cited above.

10.2.   Transactions with Affiliates.  No Borrower will, and no 
Borrower will permit any of its Subsidiaries to, directly or indirectly, pay 
any funds to or for the account of, make any Investment in, lease, sell, 
transfer or otherwise dispose of any assets, tangible or intangible, or engage 
in any transaction in connection with any joint enterprise or other joint 
arrangement with, any Affiliate of such Borrower, unless such transaction is 
otherwise permitted under this Agreement, is in the ordinary course of such 
Borrower's or such Subsidiary's business, and is upon fair and reasonable 
terms no less favorable to such Borrower or such Subsidiary as those that 
could be obtained in a comparable arm's length transaction with a Person 
not an Affiliate.

10.3.   Consolidation, Merger or Acquisition.  No Borrower will, 
and no Borrower will permit any of its Subsidiaries to, merge or consolidate 
with or into any other Person, or make any acquisition of the business of 
any other Person unless it obtains the prior written consent of the Lenders; 
provided that ECC may merge with the Company, any Subsidiary may 
merge into any Borrower or any wholly-owned Subsidiary of any Borrower, 
and provided further that as long as no Event of Default has occurred and is 
continuing or would arise therefrom, any Borrower may make an 
acquisition of business, assets or stock of another Person engaged in the 
same or a related business to the business of such Borrower as long as the 
aggregate consideration expended by the Borrowers in connection with any 
such transactions does not exceed (i) in the event such consideration is paid 
in cash or cash equivalents, $5,000,000 for such transaction or $10,000,000 
when taken together with any other cash consideration transactions 
completed since the date of this Agreement and (ii) in the event such 
consideration is paid in stock, $10,000,000 for such transaction or 
$20,000,000 when taken together with any other stock consideration 
transactions completed since the date of this Agreement, provided that 
although the Borrowers may use as consideration a combination of cash and 
stock within the limitations described above, the aggregate consideration 
for any single transaction shall not exceed $10,000,000 and for all 
transactions completed since the date of this Agreement shall not exceed 
$20,000,000..
				      -27-
<PAGE>
<PAGE>
10.4.   Disposition of Assets; Sales-Type Leases, etc.  No Borrower 
will, and no Borrower will permit any of its Subsidiaries to:

(1)     convey, sell, lease, transfer or otherwise dispose of 
any of its property, business or assets (including, without limitation, 
accounts receivable and leasehold assets), whether now owned or hereafter 
acquired, except:

(1)     obsolete or worn out property disposed of in the 
ordinary course of business;

(2)     the sale or other disposition of any property in the 
ordinary course of business, provided that the aggregate book value 
of all assets (other than inventory) so sold or disposed of in any 
period of twelve consecutive months shall not exceed 5% of the 
consolidated total assets of such Borrower and its Subsidiaries as at 
the beginning of such twelve month period;

(3)     the sale of inventory in the ordinary course of 
business; and

(4)     sale of certain contracts and rights related to such 
contracts by the Company to Sanwa Business Credit Corporation 
pursuant to a Letter Agreement, dated June 10, 1994 between such 
parties; or

(2)     enter into, as lessor, any lease that would be treated 
as a capital lease in accordance with GAAP (including any "sales-type" 
lease) if such lease would cause the aggregate net investment in all capital 
leases reflected on the consolidated balance sheet of the Borrowers and 
their Subsidiaries, to exceed $10,000,000.

10.5.   Indebtedness.  No Borrower will, and no Borrower will 
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any 
Indebtedness, except:

(1)     Obligations to the Lenders, the Agent and the Issuing 
Bank under the Loan Documents;

(2)     existing Indebtedness, including Subordinated Debt, 
if any, listed on Schedule A hereto;

(3)     unsecured Subordinated Debt incurred by any 
Borrower after the date hereof; provided that, giving effect to the incurrence 
of such Subordinated Debt and to the receipt and application of the 
proceeds thereof, no Default shall have occurred and be continuing;

(4)     Purchase and sales of foreign currency through the 
Lenders or any other banking institution;

(5)     Obligations in respect of additional operating leases; 
and
				      -28-
<PAGE>
<PAGE>
(6)     Purchase Money Indebtedness in an aggregate 
amount not to exceed $10,000,000 in any fiscal year, provided that after 
giving effect to the incurrence of such Purchase Money Indebtedness and to 
the receipt and application of the proceeds thereof, no Default shall have 
occurred and be continuing.

10.6.   Liens.  No Borrower will, and no Borrower will permit any 
of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on 
any of its assets, including its Intellectual Property, except for Permitted 
Liens. 

10.7.   Restricted Payments.  No Borrower will, and no Borrower 
will permit any of its Subsidiaries to, declare or make any Restricted 
Payment.  Notwithstanding the foregoing, 

(1)     Any Subsidiary of a Borrower which is not itself a 
Borrower hereunder shall be permitted:

(1)     to pay dividends or make other distributions with 
respect to shares of their capital stock to the extent that these 
payments or other distributions are solely made to, and received by, 
the Borrower which is the owner of such shares and further 
provided that no Event of Default has occurred and is continuing 
and that it is not reasonably foreseeable that the dividend or other 
distribution will result in an Event of Default; and

(2)     to make payments on account of the purchase, 
redemption, retirement or acquisition of shares of the capital stock 
of a Subsidiary or options, warrants, convertible securities or other 
rights to acquire shares of the capital stock of a Subsidiary to the 
extent that such payments are solely made to, and received by, any 
Borrower on account of shares, options, warrants, convertible 
securities or other rights that are being purchased, redeemed, retired 
or acquired from such Borrower; and further provided that no Event 
of Default shall have occurred and be continuing and that it shall not 
be reasonably foreseeable that such payment will result in an Event 
of Default; and

(2)     each Borrower may, with the prior written consent of 
the Required Lenders, purchase shares of its stock from employees or 
former employees or in the open market.

10.8.   Investments.  No Borrower will, and no Borrower will 
permit any of its Subsidiaries to, make, maintain or acquire any Investment 
in any Person other than:

(1)     marketable obligations issued or guaranteed by the 
United States of America having a maturity of two years or less from the 
date of purchase; provided, that at no time shall more than 20% of the 
aggregate principal amount of all Investments made pursuant to this 
paragraph (a) have a maturity of more than one year from the date of 
purchase;

(2)     certificates of deposit, eurodollar time deposits, 
commercial paper or any other obligations of the Lenders or of any other 
bank or trust company organized or licensed to conduct a banking business 
under the laws of the United States or any State thereof and which has 
capital surplus and undivided profits of not less than $100,000,000;
				      -29-
<PAGE>
<PAGE>
(3)     depository accounts at the Agent or the Lenders; and 
depository accounts maintained with the Lenders or any other bank or trust 
company meeting the requirements stated in paragraph (b) above;

(4)     stock or obligations issued to any Borrower or any 
Subsidiary thereof in settlement of claims against others by reason of an 
event of Bankruptcy or a composition or the readjustment of debt or a 
reorganization of any debtor of any Borrower or such Subsidiary; 

(5)     commercial paper with maturities of not more than 
180 days having the highest rating then given by Moody's Investors 
Service, Inc. or Standard & Poor's Ratings Services; 

(6)     repurchase obligations with a term of not more than 
seven (7) days for underlying securities of the types described in paragraph 
(a) above entered into with the Lenders or any of the banks or trust 
companies referred to in paragraph (b) above;

(7)     shares in money market mutual funds substantially 
all the assets of which consist of securities or other obligations of the type 
described in paragraphs (a), (b), (d), (e) and (f) above;

(8)     loans or advances not exceeding $250,000 in 
aggregate principal amount at any one time outstanding to officers and 
employees of the Borrowers and their Subsidiaries; and

(9)     existing Investments by any Borrower in its 
Subsidiaries and additional investments by each Borrower in its 
Subsidiaries (including investments in newly formed Subsidiaries) made 
after the date hereof; provided that such Subsidiaries (old and new) are 
operated as sales offices and that any such additional Investments are 
limited to those amounts necessary to fund working capital and equipment 
needs of such Subsidiaries consistent with past practice.

10.9.   Sale and Leaseback.  No Borrower shall and no Subsidiary 
of any Borrower shall enter into any arrangement, directly or indirectly, 
whereby it shall sell or transfer any property owned by it in order to lease 
such property or lease other property that such Borrower or such Subsidiary 
intends to use for substantially the same purpose as the property being sold 
or transferred; provided, however, that the Borrowers and their Subsidiaries 
shall be free to enter into such transactions to the extent that the aggregate 
amount thereof outstanding at any time does not exceed $100,000.

10.10.  Additional Stock Issuance by Subsidiaries.  No Borrower 
shall permit any of its Subsidiaries to issue any additional shares of its 
capital stock or other equity securities, any options therefor or any securities
convertible thereto other than to a Borrower.

10.11.  Quick Ratio.  The Borrowers will not permit the Quick Ratio 
to be less than 1.0 to 1.0 at any time.
				      -30-
<PAGE>
<PAGE>
10.12.  Minimum Fixed Charge Coverage Ratio.  The Borrowers 
will not permit at any time the ratio of (i) EBITDA, as determined at the 
end of each fiscal quarter for the four fiscal quarters then ended, to (ii) the 
sum of Interest Expense, current maturities of long-term Indebtedness of 
the Borrowers and their Subsidiaries, dividends paid in cash by the 
Borrowers and their Subsidiaries to Persons other than any of the 
Borrowers, Capital Lease Obligations of the Borrowers and their 
Subsidiaries and taxes paid in cash by the Borrowers and their Subsidiaries, 
as determined at the end of each fiscal quarter for the four quarters then 
ended to be less than (a) 1.15 to 1.0 through October 31, 1997 and (b) 1.30 
to 1.0 commencing with the fiscal quarter ending January 31, 1997 and for 
each fiscal quarter thereafter.

10.13.  Leverage.  The Borrowers will not permit at any time the 
ratio of Total Funded Debt to EBITDA as determined at the end of each 
fiscal quarter for the four quarters then ended to exceed 2.5 to 1.0.

10.14.  Tangible Net Worth.  The Borrowers will not permit 
Tangible Net Worth at the end of any fiscal quarter to be less than 
$75,000,000 plus (a) 50% of Net Income for each fiscal quarter after April 
30, 1997 (with no offset or reduction for Net Losses) and (b) 50% of any 
increase in stockholders' equity resulting from the issuance of any shares of 
capital stock of any Borrower or any of its Subsidiaries after April 30, 1997.

10.15.  Guarantees.  No Borrower will, and no Borrower will permit 
any of its Subsidiaries to enter into a Guarantee or otherwise in any manner 
become or be responsible for indebtedness or obligations (including 
working capital maintenance and take-or-pay contracts) of any other 
Person, contingently or otherwise, except (a) the endorsement of negotiable 
instruments of deposit in the normal course of business; (b) guarantees by 
any Borrower or any of its Subsidiaries issued to secure any Indebtedness or 
obligation which is otherwise expressly permitted hereunder; or (c) 
guarantees in the ordinary course of business by any Borrower of 
obligations of any Subsidiary of any Borrower in respect of performance 
under any agreement or arrangement with a customer (but in no event any 
Indebtedness or payment of any monetary obligation). 

Section 11.     Events of Default.

11.1.   Events of Default.  The occurrence of any of the following 
events shall be an "Event of Default" hereunder:

(1)     Any Borrower (i) shall default in the due and 
punctual payment of principal or interest on the Notes, or (ii) shall default 
in the payment of any other amount due under any Loan Document; or

(2)     Any representation, warranty or statement made 
herein or any other Loan Document, or in any certificate or statement 
furnished pursuant to or in connection herewith or therewith, shall prove to 
be incorrect, misleading or incomplete in any material respect on the date as 
of which made or deemed made; or
				      -31-
<PAGE>
<PAGE>
(3)     Any Borrower shall default in the performance or 
observance of any term, covenant or agreement on its part to be performed 
or observed pursuant to Sections 10.11 through 10.14; or

(4)     Any Borrower shall default in the performance or 
observance of any term, covenant or agreement on its part to be performed 
or observed pursuant to any of the provisions of this Agreement or any 
other Loan Document (other than those referred to in paragraphs 11.1(a) 
through 11.1(c) above) and such default shall continue unremedied for a 
period of ten (10) calendar days after the occurrence of such default; or
 
(5)     Any obligation of any Borrower or any Subsidiary 
thereof in respect of any Indebtedness or any Guarantee (other than any 
Indebtedness or Guarantee hereunder) shall be declared to be or shall 
become due and payable prior to the stated maturity thereof, or such 
Indebtedness or Guarantee shall not be paid as and when the same becomes 
due and payable, or there shall occur and be continuing any default under 
any instrument, agreement or evidence of indebtedness relating to any such 
Indebtedness the effect of which is to permit the holder or holders of such 
instrument, agreement or evidence of indebtedness, or a trustee, agent or 
other representative on behalf of such holder or holders, to cause such 
Indebtedness to become due prior to its stated maturity; or

(6)     Any Borrower or a Subsidiary thereof shall apply for 
or consent to the appointment of, or the taking of possession by, a receiver, 
custodian, trustee or liquidator of itself or of all or a substantial part of 
its property, make a general assignment for the benefit of its creditors, 
commence a voluntary case under the United States Bankruptcy Code, file a 
petition seeking to take advantage of any other law relating to bankruptcy, 
insolvency, reorganization, winding-up, or composition or readjustment of 
debts, fail to controvert in a timely and appropriate manner, or acquiesce in 
writing to, any petition filed against it in an involuntary case under the 
United States Bankruptcy Code, or take any corporate action for the 
purpose of effecting any of the foregoing; or

(7)     A proceeding or case shall be commenced, without 
the application or consent of any Borrower or any Subsidiary thereof in any 
court of competent jurisdiction, seeking its liquidation, reorganization, 
dissolution or winding-up, or the composition or readjustment of its debts, 
the appointment of a trustee, receiver, custodian, liquidator or the like of 
such Borrower or such Subsidiary or of all or any substantial part of its 
assets, or similar relief in respect of such Borrower or such Subsidiary 
under any law relating to bankruptcy, insolvency, reorganization, winding-
up, or composition or adjustment of debts, and such proceeding or case 
shall continue undismissed, or an order, judgment or decree approving or 
ordering any of the foregoing shall be entered and continue unstayed and in 
effect, for a period of 60 days; or an order for relief against such Borrower 
or such Subsidiary shall be entered in an involuntary case under the United 
States Bankruptcy Code; or

(8)     A final judgment or judgments for the payment of 
money in excess of $500,000 (net of insurance proceeds) in the aggregate 
shall be rendered against any Borrower or any  Subsidiary thereof and any 
such judgment or judgments shall not have been vacated, discharged, stayed 
or bonded pending appeal within thirty (30) days from the entry thereof; or
				      -32-
<PAGE>
<PAGE>
(9)     Any Borrower or any member of the Controlled 
Group shall fail to pay when due an amount or amounts aggregating in 
excess of $100,000 which it is obligated to pay to the PBGC or to a Plan 
under Title IV of ERISA; or a notice of intent to terminate a Plan or Plans 
having aggregate Unfunded Liabilities in excess of $100,000 shall be filed 
under Title IV of ERISA by any Borrower or any member of the Controlled 
Group, any plan administrator or any combination of the foregoing; or the 
PBGC shall institute proceedings under Title IV of ERISA to terminate or 
to cause a trustee to be appointed to administer any such Plan or Plans or a 
proceeding shall be instituted by a fiduciary of any such Plan or Plans 
against any Borrower or any member of the Controlled Group to enforce 
Sections 515 or 4219(c)(5) of ERISA; or a condition shall exist by reason 
of which the PBGC would be entitled to obtain a decree adjudicating that 
any such Plan or Plans must be terminated; or there shall occur a complete 
or partial withdrawal form, or a default, within the meaning of Section 
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans 
which could cause any Borrower or one or more members of the Controlled 
Group to incur a current payment obligation in excess of $100,000; or

(10)    Any Borrower or any Subsidiary thereof shall default 
in the performance or observance of any material term, covenant or 
agreement on its part to be performed or observed pursuant to any of the 
provisions of any agreement with the Lenders or any instrument delivered 
in favor of the Lenders (other than, in either case, a Loan Document), and 
such default shall continue unremedied beyond the grace period (in any) 
provided for therein; or

(11)    Any Security Instrument shall cease for any reason to 
be in full force and effect or shall cease to be effective to grant a perfected 
security interest in the Collateral described in such Security Instrument with 
the priority stated to be granted thereby; or

(12)    Any Borrower shall make any payment on account of 
its Subordinated Debt, except to the extent such payment is expressly 
permitted hereby or under any subordination agreement entered into with 
the Agent and the Lenders; or

(13)    Francis E. Girard and Carol B. Langer shall each 
cease to serve as President and Chief Financial Officer, respectively, or as 
other equivalent officers, of the Company and no replacements of 
comparable experience reasonably acceptable to the Agent shall have been 
appointed to such offices within 90 days of the date on which such persons 
ceased to hold such offices (the 90 day period shall run from the date which 
is later in time in the event such officers ceased to hold their respective 
offices on different dates).

11.2.   Remedies Upon an Event of Default.  If any Event of 
Default shall have occurred and be continuing, the Agent upon direction of 
the Required Lenders may (a) declare all the Commitments terminated 
(whereupon all the Commitments shall be terminated) and/or (b) declare the 
principal amount then outstanding of, and the accrued interest on, the Loans 
and commitment fees and all other amounts payable hereunder and under 
the Notes including the Letter of Credit Liabilities to be forthwith due and 
payable, whereupon such amounts shall be and become immediately due 
and payable, without notice (including, without limitation, notice of intent 
to accelerate), presentment, demand, protest or other formalities of any 
kind, all of which are hereby expressly waived by each Borrower; provided 
that in the case of the occurrence of an Event of Default with respect to the 
Borrower referred to in paragraphs (f) and (g) of Section 11.1, all the 
Commitments shall be automatically terminated and the principal amount 
then outstanding of and the accrued interest on the Loans and commitment 
fees and all other amounts payable hereunder and under the Notes including 
the Letter of Credit Liabilities shall be and become automatically and 
immediately due and payable, without notice (including, without limitation, 
notice of intent to accelerate), presentment, demand, protest or other 
formalities of any kind, all of which are hereby expressly waived by each 
Borrower.
				      -33-
<PAGE>
<PAGE>
Section 12.     Agent.

12.1.   Appointment and Authorization.  Each Lender hereby 
irrevocably appoints and authorizes the Agent to take such action on its 
behalf and to exercise such powers under this Agreement and the Loan 
Documents as are specifically delegated to the Agent by the terms hereof or 
thereof, together with such other powers as are reasonably incidental 
thereto.  The relationship between the Agent and each Lender has no 
fiduciary aspects, and the Agents's duties (as Agent) hereunder are 
acknowledged to be only ministerial and not involving the exercise of 
discretion on its part.  Nothing in this Agreement or any Loan Document 
shall be construed to impose on the Agent any duties or responsibilities 
other than those for which express provision is made herein or therein.  In 
performing its duties and functions hereunder, the Agent does not assume 
and shall not be deemed to have assumed, and hereby expressly disclaims, 
any obligation with or for the Borrowers.  As to matters not expressly 
provided for in this Agreement or any Loan Document, the Agent shall not 
be required to exercise any discretion or to take any action or communicate 
any notice, but shall be fully protected in so acting or refraining from acting 
upon the instructions of the Required Lenders and their respective 
successors and assigns; provided, however, that in no event shall the Agent 
be required to take any action which exposes it to personal liability or 
which is contrary to this Agreement, any Loan Document or applicable law, 
and the Agent shall be fully justified in failing or refusing to take any action
hereunder unless it shall first be specifically indemnified to its satisfaction 
by the Lenders against any and all liability and expense which may be 
incurred by it by reason of taking or omitting to take any such action.  If an 
indemnity furnished to the Agent for any purpose shall, in the reasonable 
opinion of the Agent, be insufficient or become impaired, the Agent may 
call for additional indemnity from the Lenders and not commence or cease 
to do the acts for which such indemnity is requested until such additional 
indemnity is furnished.  

12.2.   Duties and Obligations.  In performing its functions and 
duties hereunder on behalf of the Lenders, the Agent shall exercise the 
same care and skill as it would exercise in dealing with loans for its own 
account.  Neither the Agent nor any of its directors, officers, employees or 
other agents shall be liable for any action taken or omitted to be taken by it 
or them under or in connection with this Agreement or any Loan Document 
except for its or their own gross negligence or willful misconduct.  Without 
limiting the generality of the foregoing, the Agent (a) may consult with 
legal counsel and other experts selected by it and shall not be liable for any 
action taken or omitted to be taken by its in good faith and in accordance 
with the advice of such experts; (b) makes no representation or warranty to 
any Lender as to, and shall not be responsible to any Lender for, any recital, 
statement, representation or warranty made in or in connection with this 
Agreement, any Loan Document or in any written or oral statement 
(including a financial or other such statement), instrument or other 
document delivered in connection herewith or therewith or furnished to any 
Lender by or on behalf of the Borrowers; (c) shall have no duty to ascertain 
or inquire into the Borrowers' performance or observance of any of the 
covenants or conditions contained herein or to inspect any of the property 
(including the books and records) of the Borrowers or inquire into the use 
of the proceeds of the Loans or (unless the officers of the Agent active in 
their capacity as officers of the Agent on the Borrowers' account have 
actual knowledge thereof or have been notified in writing thereof) to 
inquire into the existence or possible existence of any Event of Default or 
Default; (d) shall not be responsible to any Lender for the due execution, 
legality, validity, enforceability, effectiveness, genuineness, sufficiency, 
collectability or value of this Agreement or any other Loan Document or 
any instrument or document executed or issued pursuant hereto or in 
connection herewith, except to the extent that such may be dependent on 
the due authorization and execution by the Agent itself; (e) except as 
expressly provided herein in respect of information and data furnished to 
the Agent for distribution to the Lenders, shall have no duty or 
responsibility, either initially or on a continuing basis, to provide to any 
Lender any credit or other information with respect to the Borrowers, 
whether coming into its possession before the making of the Loans or at any 
time or times thereafter; and (f) shall incur no liability under or in respect
of this Agreement or any other Loan Document for, and shall be entitled to 
rely and act upon, any notice, consent, certificate or other instrument or 
writing (which may be by facsimile (telecopier), telegram, cable, or other 
electronic means) believed by it to be genuine and correct and to have been 
signed or sent by the proper party or parties.
				      -34-
<PAGE>
<PAGE>
12.3.   The Agent as a Lender.  With respect to its Commitments 
and the Loans made and to be made by it, the Agent shall have the same 
rights and powers under this Agreement and all other Loan Documents as 
the other Lenders and may exercise the same as if it were not the Agent.  
The terms "Lender" and "Lenders" as used herein shall, unless otherwise 
expressly indicated, include the Agent in its individual capacity.  The Agent 
and any successor Agent which is a commercial bank, and their respective 
affiliates, may accept deposits from, lend money to, act as trustee under 
indentures of and generally engage in any kind of business with, the 
Borrowers and their Affiliates from time to time, all as if such entity were 
not the Agent hereunder and without any duty to account therefor to any 
Lender.    

12.4.   Independent Credit Decisions.  Each Lender acknowledges 
to the Agent that it has, independently and without reliance upon the Agent 
or any other Lender, and based upon such documents and information as it 
has deemed appropriate, made its own independent credit analysis and 
decision to enter into this Agreement.  Each Lender acknowledges that it 
will, independently or through other advisers and representatives but 
without reliance upon the Agent or any other Lender, and based upon such 
documents and information as it shall deem appropriate at the time, 
continue to make its own credit decisions in taking or refraining from 
taking any action under this Agreement or any Loan Document. 

12.5.   Indemnification.  The Lenders agree to indemnify the Agent 
(to the extent not reimbursed by the Borrowers), ratably in proportion to 
each Lender's Commitment Percentage, from and against any and all 
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses and disbursements of any kind or nature whatsoever which 
may be imposed on, incurred by or asserted against the Agent in such 
capacity in any way relating to or arising out of this Agreement or any Loan 
Document or any action taken or omitted to be taken by the Agent in such 
capacity hereunder or under any Loan Document; provided that none of the 
Lenders shall be liable for any portion of such liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements resulting from the Agent's gross negligence or willful 
misconduct.  Without limiting the generality of the foregoing, each Lender 
agrees to reimburse the Agent, promptly on demand, for such Lender's 
ratable share (based upon the aforesaid apportionment) of any out-of-pocket 
expenses (including counsel fees and disbursements) incurred by the Agent 
in connection with the preparation, execution, administration or 
enforcement of, or the preservation of any rights under, this Agreement and 
the Loan Documents to the extent that the Agent is not reimbursed for such 
expenses by the Borrowers.
				      -35-
<PAGE>
<PAGE>
12.6.   Successor Agent.  The Agent may resign at any time by 
giving written notice of such resignation to the Lenders and the Borrowers, 
such resignation to be effective only upon the appointment of a successor 
Agent as hereinafter provided.  Upon any such notice of resignation, the 
Required Lenders shall appoint a successor Agent upon written notice to 
the Borrowers and the retiring Agent.  If no successor Agent shall have 
been appointed by the Required Lenders and shall have accepted such 
appointment within thirty (30) days after the retiring Agent shall have given 
notice of resignation, the retiring Agent may, upon notice to the Borrowers 
and the Lenders, appoint a successor Agent.  Upon its acceptance of any 
appointment as Agent hereunder, the successor Agent shall succeed to and 
become vested with all the rights, powers, privileges and duties of the 
retiring Agent, and the retiring Agent shall be discharged from its duties 
and obligations as Agent under this Agreement and the Loan Documents.  
After any retiring Agent's resignation hereunder, the provisions hereof shall 
inure to its benefit as to any actions taken or omitted to be taken by its 
while it was the Agent under this Agreement and the Loan Documents. 

12.7.   Allocations Made By Agent.  As between the Agent and the 
Lenders, unless a Lender objecting to a determination or allocation made by 
the Agent pursuant to this Agreement delivers to the Agent written notice 
of such objection within one hundred twenty (120) days after the date any 
distribution was made by the Agent, such determination or allocation shall 
be conclusive on such one hundred twentieth day and only those items 
expressly objected to in such notice shall be deemed disputed by such 
Lender.  The Agent shall not have any duty to inquire as to the application 
by the Lenders of any amounts distributed to them. 

Section 13.     Definitions.

13.1.   Certain Definitions.

"Accountants" means Coopers & Lybrand or another accounting 
firm of national reputation or other certified public accountants selected by 
the Borrowers and approved by the Agent.

"Additional Costs" shall have the meaning set forth in Section 4.1.

"Administrative Questionnaire" shall mean a questionnaire 
substantially in the form attached hereto as Exhibit E.

"Affected Eurocurrency Loan" shall have the meaning set forth in 
Section 4.5.

"Affiliate" means, with respect to any specified Person (the 
"Specified Person"), any Person directly or indirectly controlling, controlled 
by or under direct or indirect common control with, the Specified Person 
and, without limiting the generality of the foregoing, includes (i) any 
director or officer of the Specified Person or any Affiliate of the Specified 
Person, (ii) any such director's or officer's parent, spouse, child or child's 
spouse (a "relative"), (iii) any group acting in concert, of one or more such 
directors, officers, relatives or any combination thereof (a "group"), (iv) any 
Person controlled by any such director, officer, relative or group in which 
any such director, officer, relative or group beneficially owns or holds 5% 
or more of any class of voting securities or a 5% or greater equity or profits 
interest and (v) any Person or group which beneficially owns or holds 5% 
or more of any class of voting securities or a 5% or greater equity or profits 
interest in the Specified Person.  For the purposes of this definition, the 
term "control" when used with respect to any Specified Person means the 
possession, directly or indirectly, of the power to direct or cause the 
direction of the management or policies of such Specified Person, whether 
through the ownership of voting securities, by contract or otherwise.
				      -36-
<PAGE>
<PAGE>
"Agent" shall have the meaning specified in the Preamble.

"Agreement" means this Credit Agreement.

"Alternative Currency" means any currency other than Dollars that 
the Agent determines is freely convertible and freely transferable into 
Dollars and for which there exists a recognized interbank, forward 
exchange and deposit market outside the country of issue.  

"Applicable Lending Office" means, for each Lender and for each 
Type of Loan, the lending office of such Lender (or of an affiliate of such 
Lender) designated for such Type of Loan in the Administrative 
Questionnaire of such Lender or such other lending office of such Lender 
(or of an affiliate of such Lender) as such Lender may from time to time 
specify to the Agent and the Borrowers as the office by which its Loans of 
such Type are to be made and maintained.

"Authorized Officer"  The President, Chief Financial Officer or 
other executive officer of a Borrower authorized to take the action in 
question by vote or resolution of the Board of Directors of such Borrower.

"Available Commitment" shall have the meaning set forth in 
Section 1.1.

"Banking Day" means any day other than a Saturday, Sunday, or 
other day on which commercial banks in Philadelphia, Pennsylvania are 
authorized or required to close under the laws of the Commonwealth of 
Pennsylvania, and (i) if the applicable day relates to Eurodollar Loan, or 
notice with respect to a Eurodollar Loan, a day on which dealings in Dollar 
deposits are also carried on in the London interbank market and banks are 
open for business in London and (ii) if the applicable day relates to a 
Multicurrency Loan, or notice with respect to a Multicurrency Loan, a day 
on which dealings in Dollar deposits and in the relevant Alternative 
Currency can be carried on in the interbank foreign exchange market and in 
the principal financial center of the country in which such Alternative 
Currency is legal tender.
				      -37-
<PAGE>
<PAGE>
"Base Rate" means, for any day, the higher of the Federal Funds 
Rate plus one-half of one percent (1/2 of 1%) per annum or the Prime Rate

"Base Rate Loan" means at any time the principal amount of the 
Loans which bears interest at the Base Rate.

"Borrower" and "Borrowers" shall have their respective meanings 
specified in the Preamble hereto.

"Borrower Property" means any real property owned, occupied, or 
operated by any Borrower or any of their Subsidiaries.

"Capital Lease Obligations" means, as to any Person, the 
obligations of such Person to pay rent or other amounts under a lease of (or 
other agreement conveying the right to use) real and/or personal property 
which obligations are required to be classified and accounted for as a 
capital lease on a balance sheet of such Person under GAAP (including 
Statement of Financial Accounting Standards No. 13 of the Financial 
Accounting Standards Board) and, for purposes of this Agreement, the 
amount of such obligations shall be the capitalized amount thereof, 
determined in accordance with GAAP (including FASB Statement No. 13).

"Closing Date" means the date on which all conditions set forth in 
Section 7.2 will have been satisfied.

"Code" means the Internal Revenue Code of 1986, as amended, or 
any successor statute.

"Collateral" shall have the meaning given that term in the Security 
Agreement.

"Commitment" means, in relation to any particular Lender, the 
maximum dollar amount of Loans that such Lender has agreed to make 
available to the Borrowers upon the terms and subject to the conditions of 
this Agreement, initially as set forth in Schedule 1 attached hereto, as such 
Lender's Commitment may be modified pursuant hereto and in effect from 
time to time.  Schedule 1 shall be amended from time to time to reflect any 
changes in the Commitments of the Lenders. 

"Commitment Percentage" means, with respect to any Lender, that 
Lender's Commitment expressed as a percentage of the aggregate 
Commitments. 

"Company" shall have the meaning set forth in the Preamble hereto.

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

"Controlled Group" means all members of a controlled group of 
corporations and all trades or businesses (whether or not incorporated) 
under common control which, together with any of the Borrowers, are 
treated as a single employer under Section 414 of the Code.
				      -38-
<PAGE>
<PAGE>
"CoreStates" shall have the meaning specified in the Preamble 
hereto.

"Current Assets" means, at any time, all assets of the Borrowers and 
their Subsidiaries at such time, on a consolidated basis, that would be 
classified as current assets in accordance with GAAP, except for inventory 
of the Borrowers and their Subsidiaries.

"Current Liabilities" means, at any time, all liabilities of the 
Borrowers and their Subsidiaries at such time, on a consolidated basis, that 
would be classified as current liabilities in accordance with GAAP, 
including, without limitation, all Indebtedness of the Borrowers and their 
Subsidiaries payable on demand or maturing within one year of such time, 
or renewable at the option of the Borrowers or any Subsidiary for a period 
of not more than one year from such time, and all serial maturity and 
periodic or installment payments on any Indebtedness, to the extent such 
payments are required to be made within one year from such time.

"Default" means any condition or event that constitutes an Event of 
Default or that with the giving of notice or lapse of time or both would, 
unless cured or waived, become an Event of Default.

"Dollars" and "$" means lawful money of the United States of 
America.

"EBITDA" shall mean for any fiscal period, an amount equal to Net 
Income for such period, plus each of the following (without duplication), to 
the extent deducted or excluded in computing such Net Income:  (i) Interest 
Expense, (ii) taxes, (iii) depreciation, and (iv) amortization.

"Environmental Laws" means all federal, state, local and foreign 
laws, and all regulations, notices or demand letters issued, promulgated or 
entered thereunder, relating to pollution or protection of the environment 
and to occupational health and safety, including, without limitation, laws 
relating to emissions, discharges, releases or threatened releases of 
pollutants, contaminants, chemicals, or Hazardous Substances into the 
environment (including, without limitation, ambient air, surface water, 
ground water, land surface or subsurface strata) or otherwise relating to the 
manufacture, processing, distribution, use, treatment, storage, disposal, 
transport or handling of pollutants, contaminants, chemicals or Hazardous 
Substances.

"ERISA" means the Employee Retirement Income Security Act of 
1974, as amended, or any successor statutes.

"Eurodollar Loan" means, at any time, that principal amount of any 
Loan, the interest on which is determined at such time on the basis of rates 
referred to in the definition of "Eurodollar Rate".
				      -39-
<PAGE>
<PAGE>
"Eurodollar Rate" shall mean, for the applicable Interest Period for 
any Eurodollar Loan the interest rate per annum (rounded upwards to the 
next one-one hundredth of one percent) equal to the product of (i) the rate, 
determined by the Agent at approximately 9:00 A.M., Philadelphia time 
two (2) Banking Days prior to the date of such Eurodollar Loan, to be the 
prevailing rate per annum at which Dollar deposits having a term 
comparable to such Interest Period and in an amount comparable to the 
principal amount of the Multicurrency Loan of CoreStates to which such 
Interest Period relates are offered to CoreStates by leading banks in the 
interbank eurodollar market in which CoreStates normally participates, and 
by (ii) the Statutory Reserves.  

"Eurocurrency Loan" shall mean any Eurodollar Loan or 
Multicurrency Loan.

"Event of Default" has the meaning set forth in Section 11.1.

"Existing Letters of Credit" means the letters of credit in existence 
as of the Closing Date which are set forth in Schedule 3 hereto.

"Extension of Credit" shall mean any Loan, Letter of Credit and/or 
unreimbursed drawing under any Letter of Credit (collectively, the 
"Extensions of Credit").

"Federal Funds Rate" shall mean, for any day, the rate per annum 
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the 
weighted average of the rates on overnight Federal funds transactions with 
members of the Federal Reserve System arranged by Federal funds brokers 
on such day, as published by the Federal Reserve Bank of New York on the 
Banking Day next succeeding such day, provided that if the day for which 
such rate is to be determined is not a Banking Day, the Federal Funds Rate 
for such day shall be such rate on such transactions on the next preceding 
Banking Day as so published on the next succeeding Banking Day.

"Financial Statements Date" means January 31, 1997.

"GAAP" means accounting principles generally accepted in the 
United States applied on a consistent basis.

"Governmental Approvals" shall mean any authorization, consent, 
order, approval, license, lease, ruling, permit, tariff, rate, certification, 
validation, exemption, filing or registration by or with, or notice to, any 
Governmental Authority.

"Governmental Authority" shall mean any federal, state, municipal 
or other governmental department, commission, board, bureau, agency, 
court, tribunal or other instrumentality, domestic or foreign, and any 
arbitrator.

"Guarantee" by any Person means any obligation, contingent or 
otherwise, of such Person directly or indirectly guaranteeing any 
Indebtedness or other obligation of any other Person and, without limiting 
the generality of the foregoing, any obligation, direct or indirect, contingent 
or otherwise of such Person (a) to purchase or pay (or advance or supply 
funds for the purchase or payment of) such Indebtedness or other obligation 
(whether arising by virtue of partnership arrangements, by agreement to 
keep-well, to purchase assets, goods, securities or services, to take-or-pay, 
or to maintain financial statement conditions or otherwise) or (b) entered 
into for the purpose of assuring in any other manner the obligee of such 
Indebtedness or other obligation of the payment thereof or to protect such 
obligee against loss in respect thereof (in whole or in part); provided that 
the term Guarantee shall not include endorsements for collection or deposit 
in the ordinary course of business.  The term "Guarantee" used as a verb 
has a corresponding meaning.
				      -40-
<PAGE>
<PAGE>
"Hazardous Substances" shall mean all hazardous and toxic 
substances, wastes or materials, hydrocarbons (including naturally 
occurring or man-made petroleum and hydrocarbons), flammable 
explosives, urea formaldehyde insulation, radioactive materials, biological 
substances, PCBs, pesticides, herbicides and any other kind and/or type of 
pollutants, or contaminates and/or any other similar substances or materials 
which, because of toxic, flammable, explosive, corrosive, reactive, 
radioactive or other  properties that may be hazardous to human health or 
the environment, are included under or regulated by any Environmental 
Laws.

"Indebtedness" of any Person at any date shall mean, (a) all 
indebtedness of such Person for borrowed money or for the deferred 
purchase price of property or services (excluding current trade liabilities 
incurred in the ordinary course of business and payable in accordance with 
customary practices, but including any class of capital stock of such Person 
with fixed payment obligations or with redemption at the option of the 
holder), or which is evidenced by a note, bond, debenture or similar 
instrument, (b) all obligations of such Person under leases that should be 
treated as capitalized leases in accordance with GAAP, (c) all obligations of 
such Person in respect of acceptances issued or created for the account of 
such Person, and all reimbursement obligations (contingent or otherwise) of 
such Person in respect of any letters of credit issued for the account of such 
Person, and (d) all liabilities secured by any Lien on any property owned by 
such Person even though such Person has not assumed or otherwise become 
liable for the payment thereof.

"Intellectual Property" shall have the meaning specified in Section 
8.16.

"Interest Expense" shall mean for any fiscal period, the consolidated 
interest expense and amortized debt discount on Indebtedness of the 
Borrowers and their Subsidiaries for such period.
 
"Interest Period" shall mean with respect to any Eurocurrency Loan, 
each period commencing on the date such Eurocurrency Loan is made, or, 
with respect to a Eurocurrency Loan being renewed, the last day of the next 
preceding Interest Period with respect to such Eurocurrency Loan, and 
ending (i) for any Eurodollar or Multicurrency Loans, on the numerically 
corresponding day (or, if there is no numerically corresponding day, on the 
last day of the calendar month) in the first, second, third or sixth month 
thereafter or (ii) in the case of Multicurrency Loans, on the same day of the 
second week thereafter, in each case as selected under the procedures 
specified in Section 3.6; provided that 

(A)  if any Interest Period would otherwise end after the 
Maturity Date, it shall end on the Maturity Date;

(B) each Interest Period which would otherwise end on a day 
which is not a Banking Day shall end on the next succeeding 
Banking Day unless such next succeeding Banking Day falls in the 
next succeeding calendar month, in which case the Interest Period 
shall end on the next preceding Banking Day; and
				      -41-
<PAGE>
<PAGE>
(C)  the Borrowers may not select more than twelve two-
week Interest Periods during any period of twelve consecutive 
months. 

"Investments" means, with respect to any Person (the "Investor"), 
(a) any investment by the Investor in any other Person, whether by means of 
share purchase, capital contribution, purchase or other acquisition of a 
partnership or joint venture interest, loan, time deposit, demand deposit or 
otherwise and (b) any Guarantee by any Borrower of any Indebtedness or 
other obligation of any other Person.

"Issuing Bank" means CoreStates, as the issuer of Letters of Credit 
under Section 5.2 hereof, together with its successors and assigns in such 
capacity.

"Lenders" means CoreStates and each other Person that is, or that 
may after the date hereof become, a party to this Agreement as a "Lender" 
hereunder.

"Letters of Credit" shall have the meaning set forth in Section 5.1.

"Letter of Credit Documents" shall mean, with respect to any Letter 
of Credit, collectively, any application therefor and any other agreements, 
instruments, guarantees or other documents (whether general in application 
or applicable only to such Letter of Credit) governing or providing for (a) 
the rights and obligations of the parties concerned or at risk with respect to 
such Letter of Credit or (b) any collateral security for any of such 
obligations, each as the same may be modified and supplemented and in 
effect from time to time.

"Letter of Credit Liability" shall mean, without duplication, at any 
time and in respect of any Letter of Credit, the sum of (a) the undrawn face 
amount of such Letter of Credit plus (b) the aggregate unpaid principal 
amount of all Reimbursement Obligations of the Borrowers at such time 
due and payable in respect of all drawings made under such Letter of 
Credit.  For purposes of this Agreement, a Lender (other than the Issuing 
Bank) shall be deemed to hold a Letter of Credit Liability in an amount 
equal to its participation interest in the related Letter of Credit under 
Section 5.2 hereof, and the Issuing Bank shall be deemed to hold a Letter of 
Credit Liability in an amount equal to its retained interest in the related 
Letter of Credit after giving effect to the acquisition by the Lenders other 
than the Issuing Bank of their participation interests under said Section 5.2.

"Lien" means any security interest, mortgage, pledge, 
hypothecation, assignment, deposit arrangement or security arrangement of 
any kind, encumbrance, lien (statutory or other), preference or priority of 
any kind or nature whatsoever (including, without limitation, any 
conditional sale or other title retention agreement, any lease that should be 
capitalized in accordance with GAAP, and the filing of a financing 
statement under the UCC or comparable law of any jurisdiction), together 
with any renewal or extension thereof.

"Loan" shall have the meaning set forth in Section 1.1.

"Loan Documents" means, collectively, this Agreement, the Notes, 
any Letters of Credit, the Security Instruments, any instruments or 
agreements relating to the purchase by any Lender of accounts receivable or 
chattel paper from any Borrower, and all other agreements and instruments 
that are from time to time executed in connection with the foregoing, as 
each of such agreements and instruments may be amended, modified or 
supplemented from time to time.
				      -42-
<PAGE>
<PAGE>
"Material Adverse Effect" means a material adverse effect on (a) the 
business, operations, assets, condition (financial or otherwise) or prospects 
of any Borrower, or of the Borrowers and their Subsidiaries taken as a 
whole, (b) the ability of any Borrower to perform its obligations under this 
Agreement, the Notes or any of the other Loan Documents, or (c) the 
validity or enforceability of this Agreement, the Notes or any of the other 
Loan Documents, or the rights or remedies of the Agent or the Lenders 
hereunder or thereunder.

"Maturity Date" shall have the meaning specified in Section 2.4.

"Maximum Rate" shall have the meaning set forth in Section 2.5.

"Multicurrency Rate" shall mean, for the applicable Interest Period 
for any Multicurrency Loan, (i) the rate, rounded upwards to the next one-
sixteenth of one percent, determined by the Agent at approximately 9:00 
A.M., Philadelphia time two (2) Banking Days prior to the date of such 
Multicurrency Loan, to be the prevailing rate per annum at which deposits 
in the Alternative Currency in which such Loan is denominated having a 
term comparable to such Interest Period and in an amount comparable to 
the principal amount of the Multicurrency Loan of CoreStates to which 
such Interest Period relates are offered to CoreStates by leading banks in 
the interbank eurocurrency market in which CoreStates normally 
participates, divided by (ii) a number equal to one (1.0) minus the Reserve 
Requirement.  The Multicurrency Rate shall be adjusted automatically with 
respect to any Multicurrency Loan outstanding on the effective date of any 
change in the Reserve Requirement, as of such effective date. 

"Multicurrency Loan" shall mean any Loan denominated in an 
Alternative Currency the interest on which is determined at such time on 
the basis of rates referred to in the definition of "Multicurrency Rate".

"Multicurrency Sublimit" shall mean the maximum dollar amount 
of all Multicurrency Loans that the Lenders have agreed to make available 
to the Borrowers upon the terms and subject to the conditions of this 
Agreement, which amount shall be $15,000,000 in the aggregate and which 
for each Lender shall be its Commitment Percentage of such aggregate 
amount. 

"Multiemployer Plan" means at any time an employee pension 
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which 
the Borrower or any member of the Controlled Group is then making or 
accruing an obligation to make contributions or has within the preceding 
five plan years made contributions, including for these purposes any Person 
which ceased to be a member of the Controlled Group during such five year 
period.

"Net Income" or "Net Loss" for any period in respect of which the 
amount thereof shall be determined, shall mean the aggregate of the 
consolidated net income (or net loss) after taxes for such period (taken as a 
cumulative whole) of the Borrowers and their Subsidiaries, determined in 
accordance with GAAP.

"Notes" shall have the meaning set forth in Section 1.4.
"Obligations" shall have the meaning given the term "Secured 
Obligations" in the Security Agreement.
				      -43-
<PAGE>
<PAGE>
"Office of the Agent" shall initially mean the banking office of the 
Agent located at 1345 Chestnut Street, Philadelphia, Pennsylvania 19107, 
or such other location of which the Agent shall notify the Borrower.

"Parent" shall have the meaning specified in Section 4.6.

"Payor" shall have the meaning set forth in Section 3.7.

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

"Permitted Liens" shall mean the following:

(A)     Liens in favor of the Agent, the Issuing Bank or any 
of the Lenders to secure the Obligations;

(B)     Liens existing as of the date of this Agreement and 
disclosed in Schedule 2 hereto;

(C)     Liens securing Purchase Money Indebtedness to the 
extent such Purchase Money Indebtedness is permitted by Section 
10.5(f), provided that (i) each such Lien is given solely to secure the 
purchase price of such property, does not extend to any other 
property and is given contemporaneously with the acquisition of the 
property, and (ii) the Purchase Money Indebtedness secured thereby 
does not exceed the lesser of the cost of such property or its fair 
market value at the time of acquisition;

(D)     Liens for taxes, fees, assessments and other 
governmental charges to the extent that payment of the same may be 
postponed or is not required in accordance with the provisions of 
Section 9.2.

(E)     Landlords' and lessors' liens in respect of rent not in 
default or liens in respect of pledges or deposits under workmen's 
compensation, unemployment insurance, social security laws, or 
similar legislation (other than ERISA) or in connection with appeal 
and similar bonds incidental to litigation; mechanics', 
warehousemen's, laborers' and materialmen's and similar liens, if 
the obligations secured by such liens are not then delinquent; liens 
securing the performance of bids, tenders, contracts (other than for 
the payment of money); and liens securing statutory obligations or 
surety, indemnity, performance, or other similar bonds incidental to 
the conduct of the Borrowers' or any of their Subsidiaries' business 
in the ordinary course and that do not in the aggregate materially 
detract from the value of their property or materially impair the use 
thereof in the operation of their business;

(F)     judgment liens securing judgments that (i) are not 
fully covered by insurance, and (ii) shall not have been in existence 
for a period longer than 10 days after the creation thereof or, if a 
stay of execution shall have been obtained, for a period longer than 
10 days after the expiration of such stay;
				      -44-
<PAGE>
<PAGE>
(G)     rights of lessors under Capital Lease Obligations to 
the extent such Capital Lease Obligations are permitted hereunder; 

(H)     easements, rights of way, restrictions and other 
similar charges or Liens relating to real property and not interfering 
in a material way with the ordinary conduct of the Borrowers' 
business; and 

(I)     Liens constituting a renewal, extension or 
replacement of any Permitted Lien.

"Person" shall mean and include any individual, firm, corporation, 
trust or other unincorporated organization or association or other enterprise 
or any government or political subdivision, agency, department or 
instrumentality thereof.

"Plan" means any employee pension benefit plan which is covered 
by Title IV of ERISA or subject to the minimum funding standards under 
Section 412 of the Code and is either (a) maintained by any Borrower or 
any member of the Controlled Group for employees of any Borrower or any 
member of the Controlled Group or (b) maintained pursuant to a collective 
bargaining agreement or any other arrangement under which more than one 
employer makes contributions and to which any Borrower or any member 
of the Controlled Group is then making or accruing an obligation to make 
contributions or has within the preceding five plan years made 
contributions.

"Post-Default Rate" shall mean a rate equal to the sum of 3% plus 
the higher of (i) the rate of interest applicable to Base Rate Loans and (ii) in
the case of any Eurocurrency Loan, the rate of interest (if any) otherwise 
applicable to such Loan.

"Prime Rate" shall mean the per annum rate of interest from time to 
time announced and made effective by CoreStates as its Prime Rate (which 
rate may or may not be the lowest rate available from CoreStates at any 
given time).

"Purchase Money Indebtedness" shall mean Indebtedness 
(including, without limitation, Capital Lease Obligations) incurred to 
finance the acquisition of assets or the cost of improvements on real 
property or leaseholds, in each case in an amount not in excess of the lesser 
of (a) the purchase price or acquisition cost of said assets or the cost of said
improvements and (b) the fair market value of said assets or said 
improvements on the date of acquisition of said assets or contract for said 
improvements.

"Quarterly Dates" shall mean the last Banking Day of each April, 
July, October and January.

"Quick Ratio" means, at any time, Current Assets of the Borrowers 
and their Subsidiaries at such time, on a consolidated basis divided by the 
aggregate of all Current Liabilities at such time.  For purposes of 
calculating the Quick Ratio, all Loans (and the Letter of Credit Liabilities) 
shall be considered as Current Liabilities.
				      -45-
<PAGE>
<PAGE>
"Required Lenders" means as of any date, the holders of sixty-six 
and two-thirds percent (66.6%) of the aggregate Commitments or if the 
Commitments have been terminated, the holders of sixty-six and two-thirds 
percent (66.6%) of the outstanding principal amount of the Loans.  

"Regulation D" means Regulation D of the Board of Governors of 
the Federal Reserve System as the same may be amended or supplemented 
from time to time.

"Regulatory Change" means any change on or after the date of this 
Agreement in United States federal, state or foreign laws or regulations, 
including Regulation D, or the adoption or making on or after such date of 
any interpretations, directives or requests applying to a class of lenders 
including the Lenders of or under any United States federal or state, or any 
foreign, laws or regulations (whether or not having the force of law) by any 
court or governmental or monetary authority charged with the interpretation 
or administration thereof (other than changes which affect taxes measured 
by or imposed on the overall net income of any Lender by the jurisdiction in 
which such Lender has its principal office).

"Reimbursement Obligations" means, at any time, the obligations of 
the Borrowers then outstanding to reimburse amounts paid by the Issuing 
Bank in respect of any drawings under a Letter of Credit.

"Remaining Interest Period" shall have the meaning set forth in 
Section 4.5.

"Required Payment" shall have the meaning set forth in Section 3.7.

"Restricted Payment" means, with respect to any Borrower or any 
Subsidiary thereof, (a) any dividend or other distribution on any shares of 
capital stock of such Borrower or such Subsidiary (except dividends 
payable solely in shares of such capital stock or rights to acquire such 
capital stock) or (b) any payment or other distribution on account of the 
purchase, redemption, retirement or acquisition of (i) any shares of the 
capital stock of such Borrower or a Subsidiary thereof or (ii) any option, 
warrant, convertible security or other right to acquire shares of the capital 
stock of such Borrower or a Subsidiary thereof.

"SEC" means the Securities and Exchange Commission.

"Security Agreement" shall have the meaning set forth in Section 
6.1.

"Security Instruments" means, collectively, the Security Agreement 
and each other instrument or agreement that purports to secure the 
Obligations of each Borrower to the Lenders or the Agent.

"Short Term Investments"  means marketable obligations having a 
maturity of less than 90 days from the date of purchase.
				      -46-
<PAGE>
<PAGE>
"Significant Subsidiary" shall mean a Subsidiary with (a) total 
revenues for its most recent fiscal year of $5,000,000 or more; or (b) total 
assets (including intangible assets) of $5,000,000 or more as set forth on the 
most recent balance sheet of such Subsidiary (the date of such balance sheet 
shall be no earlier than the last day of such Subsidiary's most recently 
completed fiscal quarter).

"Solvent" means, with respect to any Person, that the aggregate 
present fair saleable value of such Person's assets is in excess of the total 
amount of its probable liabilities on its existing debts as they become 
absolute and matured, such Person has not incurred debts beyond its 
foreseeable ability to pay such debts as they mature, and such Person has 
capital adequate to conduct the business it is presently engaged in or is 
about to engage in.

"Stated Rate" shall have the meaning set forth in Section 2.5.

"Statutory Reserves" 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 Federal Reserve Board 
and any other banking authority, domestic or foreign, to which the Agent or 
any Lender (including any branch, Affiliate, or other fronting office making 
or holding a Loan) is subject for Eurocurrency Liabilities (as defined in 
Regulation D of the Federal Reserve Board).  Such reserve percentages 
shall include those imposed pursuant to such Regulation D.  Eurocurrency 
Loans shall be deemed to constitute Eurocurrency Liabilities 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.  Statutory Reserves shall be adjusted 
automatically on and as of the effective date of any change in any reserve 
percentage.

"Subordinated Debt" means Indebtedness of any Borrower that is 
subordinated to the Indebtedness of such Borrower owing to the Lenders 
either (a) pursuant to a subordination agreement in form and substance 
satisfactory to the Agent between the Agent and the holder(s) of such 
Indebtedness, or (b) pursuant to the terms thereof, where the Agent has 
confirmed in writing that such terms are satisfactory to it.

"Subsidiary" means, with respect to any Person, any corporation or 
other entity of which securities or other ownership interests having ordinary 
voting power to elect a majority of the board of directors or other Persons 
performing similar functions are at the time directly or indirectly owned by 
such Person.

"Tangible Net Worth" means, at any time, the consolidated 
stockholders' equity of the Borrowers and their Subsidiaries at such time 
determined in accordance with GAAP, less all assets that are reflected on 
the consolidated balance sheet of the Borrowers and their Subsidiaries at 
such time that would be treated as intangibles under GAAP (including, but 
not limited, to goodwill, capitalized software and excess purchase costs), 
plus all then outstanding Subordinated Debt.

"Tax" means any present or future tax, levy, duty, impost, 
deduction, withholding or other charges of whatever nature at any time 
required by any applicable law, rule or regulation (a) to be paid by any 
Lender or (b) to be withheld or deducted from any payment otherwise 
required hereby to be made to any Lender, in each case on or with respect to 
its obligations hereunder, any Loan, any payment payable hereunder or 
under any other Loan Document , or any deposit which was used (or 
deemed to have been used) to fund any portion of any Eurocurrency Loan, 
and any portion of any Eurocurrency Loan funded (or deemed to have been 
funded) with the proceeds of any such deposit, to the extent not included in 
the foregoing; provided, however, that the term "Tax" shall not include 
taxes imposed upon or measured by the net income of such Lender (other 
than withholding taxes) or franchise taxes.
				      -47-
<PAGE>
<PAGE>
"Total Funded Debt" means, at any time, the consolidated 
outstanding Indebtedness of the Borrowers and their Subsidiaries at such 
time (including Letter of Credit Liabilities), determined in accordance with 
GAAP. 

"Tranche" means Loans of the same Type and Interest Period.

"Type" refers to the type of Loan made hereunder (i.e., a Base Rate 
Loan, a Eurodollar Loan or a Multicurrency Loan).

"UCC" shall have the meaning given such term in the Security 
Agreement.

"Unfunded Liabilities" means, with respect to any Plan, at any time, 
the amount (if any) by which (a) the present value of all benefits under such 
Plan exceeds (b) the fair market value of all Plan assets allocable to such 
benefits, all determined as of the then most recent valuation date for such 
Plan, but only to the extent that such excess represents a potential liability 
of any Borrower or any member of the Controlled Group to the PBGC or 
such Plan under Title IV of ERISA.

13.2.   Accounting Terms and Definitions.  Unless otherwise 
specified herein, all accounting terms used herein shall be interpreted, all 
determinations with respect to accounting matters hereunder shall be made, 
and all financial statements and certificates and reports as to financial 
matters required to be delivered hereunder shall be prepared, in accordance 
with GAAP; provided that if any change in GAAP in itself materially 
affects the calculation of any financial covenant in this Agreement, the 
Borrowers may by notice to the Agent, or the Agent may by notice to the 
Borrowers, require that such covenant thereafter be calculated in 
accordance with GAAP as in effect, and applied by the Borrowers, 
immediately before such change in GAAP occurs.  If such notice is given, 
the compliance certificates delivered pursuant to Section 9.4(c) after such 
change occurs shall be accompanied by reconciliations of the difference 
between the calculation set forth therein and a calculation made in 
accordance with GAAP as in effect from time to time after such change 
occurs.  To enable the ready determination of compliance with the 
covenants set forth in  this Agreement, the Borrowers will not change the 
date on which its fiscal year or any of its fiscal quarters end without the 
prior written consent of the Agent.

13.3.   Currency Equivalents.  For the purposes of this Agreement, 

(1)     the equivalent in Dollars of an Alternative Currency 
shall be determined by the Agent by using the quoted spot rate at 
which CoreStates offers to exchange Dollars for such Alternative 
Currency in the interbank currency markets at 9:00 A.M. 
(Philadelphia time) two Banking Days prior to the date upon which 
such equivalent is to be determined; and 
				      -48-
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<PAGE>
(2)     the equivalent in an Alternative Currency of Dollars 
shall be determined by the Agent by using the quoted spot rate at 
which CoreStates offers to exchange such Alternative Currency for 
Dollars in the interbank currency markets at 9:00 A.M. 
(Philadelphia time) two Banking Days prior to the date upon which 
such equivalent is to be determined. 

Section 14.     Miscellaneous.

14.1.   Amendments, Etc.   

(1)     No amendment or waiver of any provision of this 
Agreement or the Notes, nor consent to any departure by the Borrowers 
therefrom, shall in any event be effective unless the same shall be approved 
in writing by the Required Lenders in writing and signed by the Agent and 
then such waiver or consent shall be effective only in the specific instance 
and for the specific purpose for which given.  Notwithstanding any other 
provision contained in any Loan Document, no amendment, modification, 
termination or waiver shall (i) affect the payment of principal (including 
without limitation the date when due), reduce any interest rate margin or 
any fee provided herein, increase the amount of the total Commitments, 
modify the definition of "Required Lenders" or any voting rights of the 
Lenders without the written consent of all Lenders, or (ii) increase the 
Commitment of any Lender without the consent of such Lender.  The rights 
and responsibilities of the Agent hereunder cannot be changed without the 
Agent's prior written consent. 

(2)     In consideration of any waiver of any compliance 
with the express terms hereof, the Borrowers may be required to pay to the 
Agent for the account of the Lenders a waiver fee as determined by the 
Required Lenders at such time.

14.2.   Notices, Etc. All notices and other communications provided 
for hereunder shall be in writing and shall be delivered by hand, by a 
nationally recognized commercial overnight delivery service, by first class 
mail or by telecopy, delivered, addressed or transmitted, (a) if to the 
Borrowers, at Boston Technology, Inc., 100 Quannapowitt Parkway, 
Wakefield, Massachusetts 01880, Attention: Carol B. Langer, Chief 
Financial Officer, Telecopy No. (617) 245-5322 with a copy to Hale and 
Dorr LLP, 60 State Street, Boston, MA 02109, Attention: Paul P. Daley, 
Esq., Telecopy No. (617) 526-5000; (b) if to the Agent, at its address at 
CoreStates Bank, N.A., National Middle Market, FC 1-8-4-2, 1345 
Chestnut Street, Philadelphia, Pennsylvania 19107, Attention: R. Thomas 
Esser, Vice President, Telecopy No. (215) 973-5831 and Stacy Shegda, 
Assistant Vice President, Telecopy No. (215) 973-1887, with a copy to 
Sullivan & Worcester LLP, One Post Office Square, Boston, MA 02110 
Attention: Dennis J. White, Esq., Telecopy No. (617) 338-2880; and if to 
the Lenders, at their respective addresses set forth on Schedule 1.

14.3.   No Waiver; Remedies.  No failure on the part of the Agent 
or the Lenders to exercise, and no delay in exercising, any right hereunder 
or under the Notes or any of the other Loan Documents shall operate as a 
waiver thereof; nor shall any single or partial exercise of any right 
hereunder or under the Notes preclude any other or further exercise thereof 
or the exercise of any other right.  The remedies herein provided are 
cumulative and not exclusive of any remedies provided by law.
				      -49-
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<PAGE>
14.4.   Expenses; Indemnification.   

(1)     The Borrowers shall pay on demand (i) the 
reasonable fees and disbursements of counsel to the Agent in connection 
with the preparation of this Agreement and the preparation or review of 
each agreement, opinion, certificate and other document referred to in or 
delivered pursuant hereto; (ii) all out-of-pocket costs and expenses of the 
Agent in connection with the administration of this Agreement and the 
other Loan Documents, and any waiver or amendment of any provision 
hereof or thereof, including without limitation, the reasonable fees and 
disbursements of counsel for the Agent, and of any field examiner or 
auditor retained by the Agent as contemplated in Section 9.8 and (iii) if any 
Event of Default occurs, all costs and expenses incurred by the Agent and 
each Lender, including the reasonable fees and disbursements of counsel to 
the Agent and each Lender, and of any appraisers, environmental engineers 
or consultants, or investment banking firms retained by the Agent in 
connection with such Event of Default or collection, bankruptcy, insolvency 
and other enforcement proceedings related thereto. 

(2)     The Borrowers agree to indemnify the Agent and 
each Lender and its officers and directors and hold the Agent and each 
Lender and its officers and directors harmless from and against any and all 
liabilities, losses, damages, costs and expenses of any kind (including, 
without limitation, the reasonable fees and disbursements of counsel for the 
Agent and each Lender in connection with any investigative, administrative 
or judicial proceeding initiated by a third party, whether or not the Agent or 
a Lender shall be designated a party thereto) which may be incurred by the 
Agent or a Lender, relating to or arising out of this Agreement or any other 
Loan Document or the Borrowers' use of the Loans, or the existence of any 
Hazardous Substance on, in, or under any Borrower Property, or any 
violation of any applicable Environmental Laws for which the Borrower or 
any Subsidiary thereof has any liability or which occurs upon any Borrower 
Property, or the imposition of any Lien under any Environmental Laws, 
provided that the Agent and the Lenders shall not have the right to be 
indemnified hereunder for their own gross negligence or willful misconduct 
as determined by a court of competent jurisdiction.  

(3)     The agreements in this Section 14.4 shall survive the 
repayment of the Notes, and all other amounts payable under this 
Agreement and the other Loan Documents.

	14.5.   Binding Effect.  This Agreement shall become effective 
when it shall have been executed by each of the Borrowers, each of the 
Lenders and the Agent and thereafter shall be binding upon and inure to the 
benefit of the Borrowers, the Lenders and the Agent and their respective 
successors and assigns, except that the Borrowers shall not have the right to 
assign their rights hereunder or any interest herein without the prior written 
consent of the Agent and all of the Lenders.
				      -50-
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<PAGE>
14.6.   Participation and Assignment.  Each of the Borrowers 
hereby acknowledges and agrees that a Lender may at any time:  (a) grant 
participations in up to 49% of its Commitments or Extensions of Credit, or 
any Note or of its right, title and interest therein or in or to this Agreement 
(collectively, "Participations") (but only with the consent of the Borrowers 
and the Agent, which consent shall not be unreasonably conditioned, 
withheld or delayed) to any other bank, lending institution or other entity 
which has the requisite sophistication to evaluate the merits and risks of 
investments in Participations ("Participants"); provided, however, that:  (i) 
all amounts payable by the Borrowers hereunder shall be determined as if 
such Lender had not granted such Participation; (ii) any agreement pursuant 
to which any Lender may grant a Participation:  (x) shall provide that such 
Lender shall retain the sole right and responsibility to enforce the 
obligations of the Borrowers hereunder including, without limitation, the 
right to approve any amendment, modification or waiver of any provisions 
of this Agreement; (y) such participation agreement may provide that such 
Lender will not agree to any modification, amendment or waiver of this 
Agreement without the consent of the Participant if such modification, 
amendment or waiver would reduce the principal of or rate of interest on its 
Extensions of Credit or postpone the date fixed for any payment of 
principal of or interest on its Extensions of Credit or increase the amount of 
the total Commitments; and (z) shall not relieve such Lender from its 
obligations, which shall remain absolute, to make Extensions of Credit 
hereunder; and (b) each Lender may assign up to 49% of its Commitment or 
Extensions of Credit or Notes (but only with the consent of the Borrowers 
and the Agent, which consent shall not be unreasonably conditioned, 
withheld or delayed), provided that each assignment by a Lender of its 
Extensions of Credit, or Commitment shall be made in such manner so that 
the same portion of its Extensions of Credit, Commitment and Notes is 
assigned to the respective assignee.  Upon execution and delivery by the 
assignee to the Borrowers and the Agent of any instrument in writing 
pursuant to which such assignee agrees to become a "Lender" hereunder (if 
not already a Lender) having the Commitment and Extensions of Credit 
specified in such instrument, and upon consent thereto by the Borrowers 
and the Agent, to the extent required above, the assignee shall have, to the 
extent of such assignment (unless otherwise provided in such assignment 
with the consent of the Borrowers and the Agent), the obligations, rights 
and benefits of a Lender hereunder holding the Commitment and 
Extensions of Credit (or portions thereof) assigned to it (in addition to the 
Commitment and Extensions of Credit, if any, theretofore held by such 
assignee) and the assigning Lender shall, to the extent of such assignment, 
be released from the Commitment (or portion(s) thereof) so assigned.  
Upon each such assignment the assigning Lender shall pay the Agent an 
assignment fee of $3,500.  Notwithstanding anything to the contrary 
contained herein, no assignment or Participation may reduce any Lender's 
Commitment together with its Extensions of Credit below $5,000,000.

14.7.   Lenders' Obligations Several; Independent Nature of 
Lenders' Rights.  The obligation of each Lender hereunder is several and 
not joint and no Lender shall be the agent of any other (except to the extent 
the Agent is authorized to act as such hereunder).  No Lender shall be 
responsible for the obligation or commitment of any other Lender 
hereunder.  Nothing contained in any Loan Document and no action taken 
by Agent or any Lender pursuant hereto or thereto shall be deemed to 
constitute Lenders to be a partnership, an association, a joint venture or any 
other kind of entity.  The amounts payable at any time hereunder to each 
Lender shall be a separate and independent debt, and, subject to the terms 
of this Agreement, each Lender shall be entitled to protect and enforce its 
rights arising out of this Agreement and it shall not be necessary for any 
other Lender to be joined as an additional party in any proceeding for such 
purpose. 
				      -51-
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<PAGE>
14.8.   Joint and Several Obligations.  Each and every 
representation, warranty, covenant and agreement made by any of the 
Borrowers, hereunder and under the other Loan Documents shall be joint 
and several, whether or not so expressed, and such obligations of any of the 
Borrowers shall not be subject to any counterclaim, setoff, recoupment or 
defense based upon any claim any Borrower may have against any other 
Borrower, the Agent or a Lender, and shall remain in full force and effect 
without regard to, and shall not be released, discharged or in any way 
affected by, any circumstance or condition affecting any other Borrower, 
including without limitation (a) any waiver, consent, extension, renewal, 
indulgence or other action or inaction under or in respect of this Agreement 
or any other Loan Document, or any agreement or other document related 
thereto with respect to any other Borrower, or any exercise or nonexercise 
of any right, remedy, power or privilege under or in respect of any such 
agreement or instrument with respect to any other Borrower, or the failure 
to give notice of any of the foregoing to any other Borrower; (b) any 
invalidity or unenforceability, in whole or in part, of any such agreement or 
instrument with respect to any other Borrower; (c) any failure on the part of 
any other Borrower for any reason to perform or comply with any term of 
any such agreement or instrument; (d) any bankruptcy, insolvency, 
reorganization, arrangement, readjustment, composition, liquidation or 
similar proceeding with respect to any other Borrower or its properties or 
creditors; or (e) any other occurrence whatsoever, whether similar or 
dissimilar to the foregoing, with respect to any other Borrower.  Each 
Borrower hereby waives any requirement of diligence or promptness on the 
part of the Agent or the Lenders in the enforcement of their respective 
rights hereunder or under any other Loan Document with respect to the 
obligations of itself or of the other Borrowers.  Without limiting the 
foregoing, any failure to make any demand upon, to pursue or exhaust any 
rights or remedies against a Borrower, or any delay with respect thereto, 
shall not affect the obligations of the other Borrowers hereunder or under 
any other Loan Document.

14.9.   The Company as Agent for Borrowers.  Each Borrower 
hereby appoints the Company as its agent with respect to receiving and 
giving of any notices, requests, instructions, reports, schedules, revisions, 
financial statements or any other written or oral communications hereunder 
or under the other Loan Documents.  The Company shall keep complete, 
correct and accurate records of all Loans and the application of proceeds 
thereof, all Letters of Credit and all payments in respect of Loans and other 
amounts due hereunder.  The Company shall determine the allocation of 
proceeds of Loans among the Borrowers.  The Agent and the Lenders are 
hereby entitled to rely on any communications given or transmitted by the 
Company as if such communication were given or transmitted by each and 
every Borrower; provided, however, that any communication given or 
transmitted by any Borrower other than the Company shall be binding with 
respect to such Borrower.  Any communication given or transmitted by the 
Agent or any of the Lenders to the Company shall be deemed given and 
transmitted to each and every Borrower.

14.10.  Severability.  Any provision of this Agreement which is 
prohibited, unenforceable or not authorized in any jurisdiction shall, as to 
such jurisdiction, be ineffective to the extent of such prohibition, 
unenforceability or non-authorization without invalidating the remaining 
provisions hereof or affecting the validity, enforceability or legality of such 
provision in any other jurisdiction.
				      -52-
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<PAGE>
14.11.  Judgment Currency.  If for the purposes of obtaining a 
judgment in any court or obtaining an order enforcing a judgment it is 
necessary to convert any amount due from the Borrowers hereunder or 
under the Notes in the currency expressed to be payable herein or under the 
Notes (the "specified currency") into another currency, then the conversion 
shall be made at CoreStates' spot rate of exchange for buying the specified 
currency with such other currency, in accordance with normal banking 
procedures, prevailing at the close of business on the Banking Day next 
preceding the day on which the judgment is given or the order is made.  In 
the event that there is a difference between the rate of exchange on the basis 
of which the amount of such judgment or order is determined and the rate 
of exchange prevailing on the date of payment, the Borrowers shall pay 
such additional amount as may be necessary to ensure that the amount paid 
is the amount of such other currency which permits the relevant Lender to 
purchase the amount of the specified currency due when such judgment or 
order is issued, in accordance with normal banking procedures, prevailing 
at the Lender's opening of business on the date of payment.

14.12.  GOVERNING LAW; AGREEMENT UNDER SEAL.  
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED 
IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH 
OF PENNSYLVANIA AND SHALL, UPON ACCEPTANCE BY THE 
PARTIES HERETO, CONSTITUTE AN AGREEMENT UNDER SEAL 
AMONG THE PARTIES.

14.13.  WAIVER OF JURY TRIAL.  THE LENDERS, THE 
AGENT AND THE BORROWERS AGREE THAT NONE OF THEM 
NOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY 
TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR 
ANY OTHER ACTION BASED UPON, OR ARISING OUT OF, THIS 
AGREEMENT, ANY RELATED INSTRUMENTS, ANY COLLATERAL 
OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR 
AMONG ANY OF THEM, OR (B) SEEK TO CONSOLIDATE ANY 
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY 
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  THE 
PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY 
DISCUSSED BY THE LENDERS AND THE BORROWERS, AND 
THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.  
NEITHER THE LENDERS NOR THE BORROWERS HAVE AGREED 
WITH OR REPRESENTED TO THE OTHER THAT THE PROVISIONS 
OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL 
INSTANCES.


14.14.  VENUE, CONSENT TO SERVICE OF PROCESS.  EACH 
PARTY HERETO ACCEPTS FOR ITSELF AND IN CONNECTION 
WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, 
THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR 
FEDERAL COURT OF COMPETENT JURISDICTION IN THE 
COMMONWEALTH OF PENNSYLVANIA IN ANY ACTION, SUIT OR 
PROCEEDING OF ANY KIND AGAINST IT WHICH ARISES OUT OF 
OR BY REASON OF THIS AGREEMENT, THE NOTES, ANY OTHER 
LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED 
HEREBY OR THEREBY, IRREVOCABLY AGREES TO BE BOUND 
BY ANY FINAL JUDGMENT RENDERED BY ANY SUCH COURT IN 
ANY SUCH ACTION, SUIT OR PROCEEDING IN WHICH IT SHALL 
HAVE BEEN SERVED WITH PROCESS IN THE MANNER 
HEREINAFTER PROVIDED, SUBJECT TO EXERCISE AND 
EXHAUSTION OF ALL RIGHTS OF APPEAL AND TO THE EXTENT 
THAT IT MAY LAWFULLY DO SO, WAIVES AND AGREES NOT TO 
ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, 
IN SUCH ACTION, SUIT OR PROCEEDING ANY CLAIMS THAT IT 
IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH 
COURT, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM 
ATTACHMENT OR EXECUTION, THAT THE ACTION, SUIT OR 
PROCEEDING IS BROUGHT IN ANY INCONVENIENT FORUM OR 
THAT THE VENUE THEREOF IS IMPROPER.
				      -53-
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<PAGE>
14.15.  Headings.  Section headings in this Agreement are included 
herein for convenience of reference only and shall not constitute a part of 
this Agreement for any other purpose.

14.16.  Counterparts.  This Agreement may be signed in one or 
more counterparts each of which shall constitute an original and all of 
which taken together shall constitute one and the same instrument.

				      -54-
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this 
Agreement to be duly executed and delivered by their respective officers 
thereunto duly authorized as of the date first above written.

BORROWERS:

BOSTON TECHNOLOGY, INC.


By: /s/ Carol B. Langer
       ----------------
Name:  Carol B. Langer
Title:    SVP Finance & CFP


ENHANCED COMMUNICATIONS 
CORPORATION


By: /s/ Carol B. Langer
       ----------------
Its:     Treasurer

<PAGE>
<PAGE>

AGENT AND LENDERS:

CORESTATES BANK, N.A., as 
Agent and as a Lender



By: /s/ R. Thomas Esser
	----------------
Name: R. Thomas Esser
Title:   Vice President


SILICON VALLEY EAST, a 
Division of Silicon Valley Bank; as a 
Lender


By: /s/ Jane A. Braun
	-------------- 
Name:  Jane A. Braun
Title:    Vice President

SILICON VALLEY BANK, as a 
Lender


By: /s/ Amy Young
       ----------
Name:   Amy Young
Title:    Assistant Vice President
(Signed at Santa Clara, California)

BANKBOSTON, N.A., as a Lender


By: /s/ John B. Desmond
       ----------------
Name:  John B. Desmond
Title:    Vice President


THE CHASE MANHATTAN 
BANK, as a Lender


By: /s/ Roger A. Stone
       ---------------  
Name:  Roger A. Stone
Title:    Senior Vice President