FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

     FOURTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this  "Amendment"),  dated
as of December 7, 2001, among USOL HOLDINGS,  INC., a corporation  organized and
existing  under the laws of the  State of Oregon  ("Holdings"),  USOL,  INC.,  a
corporation  organized and existing under the laws of the State of Delaware (the
"Borrower"),  the financial  institutions  from time to time party to the Credit
Agreement referred to below (each, a "Bank" and collectively,  the "Banks"), BNP
PARIBAS  (f/k/a  PARIBAS),  as  Administrative  Agent  (in  such  capacity,  the
"Administrative  Agent"), BNP PARIBAS (f/k/a PARIBAS),  as Syndication Agent (in
such capacity,  the "Syndication  Agent") and DEUTSCHE BANK AG, NEW YORK BRANCH,
as  Documentation  Agent (in such  capacity,  the  "Documentation  Agent").  All
capitalized  terms used herein and not otherwise  defined  herein shall have the
respective  meanings  provided  such terms in the Credit  Agreement  referred to
below.


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Borrower,  Holdings,  the Banks, the Administrative Agent, the
Syndication Agent and the Documentation Agent are parties to a Credit Agreement,
dated as of December 30, 1999 (as amended,  modified and/or supplemented to, but
not including, the date hereof, the "Credit Agreement"); and

     WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto wish to amend the Credit  Agreement  and waive a certain Event of Default
that occurred and is existing  pursuant to the Credit  Agreement,  all as herein
provided;

     NOW, THEREFORE, it is agreed:

I. Amendments and Waiver to Credit Agreement.

     1. Section 2.03 of the Credit  Agreement is hereby  amended by (i) deleting
the text "(a)"  appearing at the  beginning  of said  Section and (ii)  deleting
clause (b) appearing in said Section in its entirety.

     2. Section  3.02(B)(c)  of the Credit  Agreement  is hereby  amended by (i)
inserting  the text  "(1)"  immediately  prior to the  text  "Proceeds  from the
exercise of warrants" appearing in said Section and (ii) inserting the text "and
(2) 100% of the Grande Net Sale Proceeds  received by Holdings or any Subsidiary
thereof from time to time pursuant to the Grande Communications Asset Sale shall
be used to repay  outstanding  Loans but there shall not be any reduction to the
Total Commitment as a result of such repayment"  immediately prior to the period
set forth in said Section.

     3. Section  6.08(a) of the Credit  Agreement is hereby  amended by deleting
said Section in its entirety and inserting the following new Section  6.08(a) in
lieu thereof:

<PAGE>

     "(a) All proceeds of the Loans  incurred by the Borrower  shall be used for
     (i) Capital Expenditures and general corporate and working capital purposes
     solely in  connection  with the  maintenance,  development,  expansion  and
     operation of Cable Passings,  Internet  Passings and Telephone  Passings in
     the greater  metropolitan  areas of  Dallas/Forth  Worth,  Texas,  Houston,
     Texas, Denver, Colorado,  Washington,  DC and Portland,  Oregon, (ii) on or
     prior to the date of  consummation  of each  Closing (as defined  under the
     Grande   Communications  Asset  Sale  Agreement)  pursuant  to  the  Grande
     Communications  Asset Sale and the sale of the affected assets  thereunder,
     general  corporate and working  capital  purposes solely in connection with
     the maintenance and operation of those Cable  Passings,  Internet  Passings
     and Telephone  Passings in the greater  metropolitan  areas of San Antonio,
     Texas and  Austin,  Texas (it being  understood  and agreed by the  parties
     hereto that at no time shall the  Borrower be permitted to use the Loans in
     connection  with the  expansion,  development or  establishment  of any new
     Cable Passings,  Internet Passings and/or Telephone Passings in the greater
     metropolitan areas of San Antonio,  Texas and Austin, Texas), (iii) general
     corporate  and  working  capital  purposes  solely in  connection  with the
     performance  of  its  obligations  pursuant  to the  Grande  Communications
     Services  Agreement and (iv) general corporate and working capital purposes
     solely in connection  with the  maintenance and operation of the Borrower's
     and Holdings' corporate headquarters in Austin, Texas.".

     4.  Section  7.01(f)  of the  Credit  Agreement  is hereby  amended  by (i)
deleting the text "and" appearing immediately prior to the text "8.08" set forth
in said  Section and  inserting a comma in lieu thereof and (ii)  inserting  the
text "and 8.20 through  8.23"  immediately  following  the text  "through  8.13"
appearing in said Section.

     5. Section 7 of the Credit Agreement is hereby further amended by inserting
the following new Section 7.21 immediately  following  Section 7.20 appearing in
said Section:

     "7.21 Updated Schedules and Annexes to Credit Documents. The Borrower shall
     promptly  provide to the  Administrative  Agent, and in any event within 30
     days  following  the Fourth  Amendment  Effective  Date,  updated  true and
     correct  Schedules  to the Credit  Agreement  and updated  true and correct
     Annexes  to each  of the  Pledge  Agreements  and  the  Security  Agreement
     (collectively,   the  "Updated  Schedules  and  Annexes"),   which  Updated
     Schedules  and Annexes  shall be prepared as if such Updated  Schedules and
     Annexes were prepared as of the Fourth  Amendment  Effective Date and shall
     be in form, scope and substance  satisfactory to the Administrative  Agent.
     Upon delivery of the Updated Schedules and Annexes, the Borrower,  Holdings
     and each of their  respective  Subsidiaries  shall take any and all actions
     requested by  Administrative  Agent  pursuant to Section 7.17 in connection
     with any new Collateral described in such Updated Schedules and Annexes.".

     6. Section 8.02 of the Credit  Agreement is hereby amended by inserting the
text "and Sections 8.20 through 8.23"  immediately  following the text "Sections
8.08 through 8.13" appearing in clauses (iv) and (v) of the proviso set forth in
said Section.


                                       -2-

<PAGE>


     7. Section 8.02 of the Credit  Agreement is hereby  further  amended by (i)
deleting  the text "and"  appearing  at the end of clause (ix) of said  Section,
(ii) deleting the period  appearing at the end of clause (x) of said Section and
inserting the text "; and" in lieu thereof and (iii) inserting the following new
clause (xi) immediately following clause (x) appearing in said Section:

     "(xi) the Borrower may consummate the sale of certain assets related to the
     provision  of cable  television,  digital  cable,  local  dial  tone,  long
     distance,  dial-up  internet  access  and/or  high  speed  internet  access
     services located on and serving those multi-family development units in the
     Austin/San  Antonio  corridor  and  listed  on  Annex A  hereto  to  Grande
     Communications,  Inc. (the "Grande  Communications Asset Sale");  provided,
     that (a) immediately prior to, and immediately following,  the consummation
     of the Grande Communications Asset Sale (including,  without limitation, as
     of the date of the  consummation  of each Closing (as defined in the Grande
     Communications  Asset Sale Documents) in connection  thereto),  there shall
     not have  occurred and be continuing  any Default or Event of Default,  (b)
     the  Grande  Communications  Asset  Sale  shall  have been  consummated  in
     accordance  with  the  Grande   Communications  Asset  Sale  Documents  and
     applicable  law and the Borrower  shall have obtained any and all necessary
     consents,  approvals and/or licenses required by any governmental authority
     or third party in connection with the Grande Communications Asset Sale, (c)
     immediately  prior to the  consummation  of each Closing (as defined in the
     Grande  Communications Asset Sale Agreement),  or immediately following the
     consummation of each such Closing (as defined in the Grande  Communications
     Asset Sale  Agreement),  no event shall have occurred that could reasonably
     be expected to have a material adverse effect on the performance, business,
     assets,   nature  of  assets,   liabilities   (contingent   or  otherwise),
     operations,  properties,  condition  (financial or otherwise),  solvency or
     prospects  of  the  Borrower,  Holdings  and/or  any  of  their  respective
     Subsidiaries,  (d) in connection with the Grande Communications Asset Sale,
     the  Borrower  shall have  received  (A) on the  Initial  Closing  Date (as
     defined in the Grande  Communications Asset Sale Agreement),  cash proceeds
     of at least $4,200,000, (B) as of the date of the first Interim Closing (as
     defined in the Grande Communications Asset Sale Agreement),  aggregate cash
     proceeds of at least  $7,600,000,  (C) as of the date of the second Interim
     Closing (as  defined in the Grande  Communications  Asset Sale  Agreement),
     aggregate  cash  proceeds of at least  $10,900,000  and (D) as of the Final
     Closing  Date  (as  defined  in  the  Grande   Communications   Asset  Sale
     Agreement), aggregate cash proceeds of at least $13,377,626 (subject to any
     adjustments  required to be made on such date in accordance with the Grande
     Communications  Asset Sale Agreement  solely in connection  with any assets
     contemplated  to be sold pursuant to the Grande  Communications  Asset Sale
     Agreement on such date but which  assets  cannot be sold as a result of the
     failure of the  Borrower  to obtain  certain  required  consents),  (e) the
     Grande  Communications  Asset Sale shall have been consummated in full (and
     all Closings (as defined in the Grande Communications Asset Sale Agreement)
     pursuant  to the  Grande  Communications  Asset Sale  Agreement  shall have
     occurred) on or prior to September  30, 2002 and (f) 100% of the Grande Net
     Sale Proceeds received by the Borrower, Holdings or any of their respective
     Subsidiaries in connection with the Grande


                                       -3-

<PAGE>

     Communications  Asset Sale shall have been applied,  on the date of receipt
     thereof,  to repay outstanding Loans in accordance with Section  3.02(A)(f)
     of the Credit Agreement.".


     8. Section  8.08(a)(I)  of the Credit  Agreement  is hereby  amended by (i)
inserting the text "(1)"  immediately  following the text "Capital  Expenditures
related to Internet  Passings during such quarter on all Internet Passings shall
not exceed"  appearing  in such clause  (a)(I) and (ii)  deleting  the text "and
shall not exceed $250,000 for fiscal quarters  ending  thereafter"  appearing at
the end of such clause (a)(I) and inserting the text ", (2)  $2,000,000,  in the
aggregate,  for the fiscal  year of  Holdings  ended  December  31, 2002 and (3)
$1,000,000,  in the aggregate,  for each fiscal year of Holdings  thereafter" in
lieu thereof.

     9. Section 8.09 of the Credit  Agreement is hereby amended by deleting said
Section in its entirety and  inserting  the  following  new Section 8.09 in lieu
thereof:

     "8.09  Fixed  Charge  Coverage  Ratio.  Holdings  will not permit the Fixed
     Charge  Coverage Ratio for any period of four  consecutive  fiscal quarters
     ending on the last day of a fiscal quarter of Holdings set forth below,  in
     each case  taken as one  accounting  period,  to be less than the ratio set
     forth opposite such date:

                           Fiscal Quarter Ended                        Ratio
                           --------------------                        -----

                    September 30, 2004 and thereafter                1.10:1.00".

     10. Section 8.10 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and  inserting  the  following  new Section 8.10 in lieu
thereof:

     "8.10  Interest  Coverage.  Holdings  will  not  permit  the  ratio  of its
     Consolidated EBITDA to its Net Consolidated Interest Expense for any period
     of four  consecutive  fiscal  quarters  ending  on the last day of a fiscal
     quarter of Holdings set forth below,  in each case taken as one  accounting
     period, to be less than the ratio set forth opposite such date:

                            Fiscal Quarter Ended                       Ratio
                            --------------------                       -----
                    September 30, 2003                               1.25:1.00
                    December 31, 2003                                1.75:1.00
                    March 31, 2004                                   2.00.1.00
                    June 30, 2004                                    2.25:1.00
                    September 30, 2004                               2.50:1.00
                    December 31, 2004                                2.75:1.00
                    March 31, 2005                                   2.75:1.00
                    June 30, 2005                                    2.75:1.00
                    September 30, 2005                               2.75:1.00
                    December 31, 2005 and thereafter                 3.50:1.00".


                                       -4-

<PAGE>

     11. Section 8.11 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and  inserting  the  following  new Section 8.11 in lieu
thereof:

     "8.11 Leverage  Ratio.  Holdings will not permit the ratio of  Consolidated
     Indebtedness  as at the end of any  fiscal  quarter  ended  on the date set
     forth below to Annualized  Consolidated  EBITDA for such fiscal quarter, in
     each  case  taken as one  accounting  period,  ending on the date set forth
     below to be greater than the ratio set forth opposite such date:

                             Fiscal Quarter Ended                       Ratio
                             --------------------                       -----
                  March 31, 2003                                    12.00:1.00
                  June 30, 2003                                      8.00:1.00
                  September 30, 2003                                 6.25:1.00
                  December 31, 2003                                  5.50:1.00
                  March 31, 2004                                     4.75:1.00
                  June 30, 2004 and thereafter                       4.00:1.00".

     12. Section 8.20 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and  inserting  the  following  new Section 8.20 in lieu
thereof:

     "8.20 Minimum Cable Passings. Holdings will not permit, and will cause each
     of its Subsidiaries  (other than Residentclub) not to permit, the number of
     Cable  Passings at the end of any period ended on or after a date set forth
     below to be less than the number of Cable  Passings set forth opposite such
     date:

                        Fiscal Quarter Ended                     Amount
                        --------------------                     ------
                        December 31, 2001                        36,000
                        March 31, 2002                           36,000
                        June 30, 2002                            36,000
                        September 30, 2002                       36,500
                        December 31, 2002                        38,500
                        March 31, 2003                           39,000
                        June 30, 2003                            39,000
                        September 30, 2003                       39,000
                        December 31, 2003                        39,000".

     13. Section 8.21 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and  inserting  the  following  new Section 8.21 in lieu
thereof:


     "8.21 Minimum  Revenues.  Holdings will not permit,  and will cause each of
     its Subsidiaries  (other than Residentclub) not to permit, its Consolidated
     Revenues for any fiscal  quarter ended on a date set forth below to be less
     than the number set forth below opposite such date:


                                       -5-

<PAGE>


                        Fiscal Quarter Ended                      Amount
                        --------------------                      ------
                        December 31, 2001                       $4,100,000
                        March 31, 2002                          $4,100,000
                        June 30, 2002                           $4,100,000
                        September 30, 2002                      $4,350,000
                        December  31, 2002                      $4,700,000
                        March 31, 2003                          $5,100,000
                        June 30, 2003                           $5,200,000
                        September 30, 2003                      $5,500,000
                        December 31, 2003                       $5,600,000
                        March 31, 2004                          $5,700,000
                        June 30, 2004                           $5,800,000
                        September 30, 2004                      $6,150,000
                        December 31, 2004                       $6,300,000".

     14. Section 8.22 of the Credit Agreement is hereby amended by deleting said
Section in its entirety and  inserting  the  following  new Section 8.22 in lieu
thereof:


     "8.22 Minimum Consolidated EBITDA. Holdings will not permit, and will cause
     each of its  Subsidiaries  (other  than  Residentclub)  not to permit,  its
     Consolidated  EBITDA for any fiscal quarter ended on a date set forth below
     to be less than the number set forth below opposite such date:

                        Fiscal Quarter Ended                      Amount
                        --------------------                      ------
                        December 31, 2001                       $(600,000)
                        March 31, 2002                          $(600,000)
                        June 30, 2002                           $(450,000)
                        September 30, 2002                      $(300,000)
                        December  31, 2002                      $(100,000)
                        March 31, 2003                           $350,000
                        June 30, 2003                            $425,000
                        September 30, 2003                       $625,000
                        December  31, 2003                       $700,000
                        March 31, 2004                           $725,000
                        June 30, 2004                            $800,000
                        September 30, 2004                     $1,050,000
                        December  31, 2004                     $1,100,000".


                                       -6-

<PAGE>


     15.  Section 8 of the Credit  Agreement is hereby  amended by inserting the
following new Section 8.23 at the end of said Section:


     "8.23 Adjusted Fixed Charge  Coverage  Ratio.  Holdings will not permit the
     Adjusted  Fixed Charge  Coverage  Ratio for any fiscal  quarter of Holdings
     ended on a date set forth  below to be less than the ratio set forth  below
     opposite such date:

                        Fiscal Quarter Ended                      Ratio
                        --------------------                      -----
                        September 30, 2003                      1.00:1.00
                        December  31, 2003                      1.00:1.00
                        March 31, 2004                          1.00:1.00
                        June 30, 2004                           1.00:1.00
                        September 30, 2004                      1.10:1.00
                        December  31, 2004                      1.10:1.00".

     16.  Section 9 of the Credit  Agreement is hereby  amended by (i) inserting
the text "or"  immediately  at the end of Section 9.10 appearing in said Section
and (ii) inserting the following new Section 9.11 immediately  following Section
9.10 appearing in said Section"


     "9.11 Grande  Communications  Asset Sale  Documents.  At any time after the
     execution and delivery thereof, any of the Grande Communications Asset Sale
     Documents  shall cease to be in full force and effect  (other than pursuant
     to the explicit terms thereof) as to any party thereto (including,  without
     limitation,  the Borrower) or shall have been  terminated for any reason by
     any of the parties thereto (including,  without limitation,  the Borrower),
     or any  Person  acting  by or on  behalf of any such  party  shall  deny or
     disaffirm   any  of  its   respective   obligations   under   such   Grande
     Communications  Asset  Sale  Documents,  or any party  (including,  without
     limitation,  the Borrower) to any of the Grande  Communications  Asset Sale
     Documents  shall default in the due  performance or observance of any term,
     covenant or agreement  on its part to be performed or observed  pursuant to
     the respective Grande  Communications Assets Sale Document and such default
     shall not be otherwise cured within all applicable  notice and cure periods
     provided in the relevant Grande Communications Asset Sale Document;".


     17. The  definition  of  "Conversion  Date"  appearing in Section 10 of the
Credit  Agreement  is hereby  amended by deleting the text  "December  31, 2001"
appearing in said  definition and inserting the text "December 31, 2002" in lieu
thereof.

     18. The definition of "Maturity Date" appearing in Section 10 of the Credit
Agreement is hereby amended by deleting the text  "December 31, 2006"  appearing
in said definition and inserting the text "December 31, 2007" in lieu thereof.


                                       -7-

<PAGE>



     19.  Section 10 of the Credit  Agreement is hereby amended by inserting the
following new definitions in alphabetical order:

     "Adjusted  Fixed Charge Coverage Ratio" for any period shall mean the ratio
     of (x)  Annualized  Consolidated  EBITDA  less  the  amount  of  Annualized
     Maintenance  Capital  Expenditures for such period to (y) Fixed Charges for
     the  period  of the four  fiscal  quarters  ending  on the last day of such
     period, in each case taken as one accounting period.

     "Annualized  Maintenance  Capital  Expenditures"  for any period shall mean
     Maintenance  Capital  Expenditures  for such  period  times a fraction  the
     numerator  of which is four and the  denominator  of which is the number of
     fiscal quarters of Holdings and its Subsidiaries in such period.

     "Fourth  Amendment"  shall mean that certain Fourth Amendment and Waiver to
     Credit  Agreement,  dated as of  December  7,  2001,  among  the  Borrower,
     Holdings,   the   Administrative   Agent,   the  Syndication   Agent,   the
     Documentation Agent and the Banks party thereto.

     "Fourth  Amendment  Effective Date" shall have the meaning  provided in the
     Fourth Amendment.

     "Grande  Communications  Asset  Sale"  shall have the  meaning  provided in
     Section 8.02(xi).

     "Grande  Communications  Asset  Sale  Agreement"  shall  mean that  certain
     Purchase  Agreement,  dated  August 31, 2001  (including  any  non-material
     administrative  amendments  made from time to time  thereto),  by and among
     Grande Communications, Inc., a corporation organized and existing under the
     laws of the State of Delaware, the Borrower and U.S.-Austin; provided, that
     the  Borrower  shall not make any  material  amendments,  modifications  or
     supplements to the Grande  Communications  Asset Sale Agreement without the
     prior written consent of the Required Banks.

     "Grande   Communications  Asset  Sale  Documents"  shall  mean  the  Grande
     Communications  Asset Sale Agreement,  the Grande  Communications  Services
     Agreement,  the Grande Communications  Interim System Management Agreement,
     the Shared Microwave Facilities Use Agreement, the Grande Trademark License
     Agreement,  the USOL Trademark  License  Agreement and all other agreements
     entered  into  by  the  Borrower,  Holdings  or  any  of  their  respective
     Subsidiaries in connection with the Grande Communications Asset Sale.

     "Grande Communications Interim System Management Agreement" shall mean that
     certain  Interim  System  Management  Agreement  to be entered  into by the
     Borrower  and Grande  Communications,  Inc. in  connection  with the Grande
     Communications Asset Sale.


                                       -8-


<PAGE>


     "Grande Communications Services Agreement" shall mean that certain Services
     Agreement,  dated August 31,  2001,  by and between the Borrower and Grande
     Communications, Inc.

     "Grande Net Sale  Proceeds"  shall mean all Net Sale  Proceeds  received by
     Holdings,  the  Borrower or any of their  respective  Subsidiaries,  at any
     time,  and from time to time,  from the  Grande  Communications  Asset Sale
     minus an  aggregate  sum of  $556,347  that  the  Borrower,  pursuant  to a
     resolution of all of the partners of U.S.-Austin, dated December 2001, must
     allocate  to Ocampo  Partners,  Ltd.,  a limited  partner  of  U.S.-Austin;
     provided,  that such  allocation  shall only be  permitted  to occur on the
     Final  Closing  Date (as  defined in the Grande  Communications  Asset Sale
     Agreement)."

     "Grande  Trademark  License  Agreement"  shall  mean  that  certain  Grande
     Trademark  License Agreement to be entered into by and between the Borrower
     and   Grande   Communications,   Inc.   in   connection   with  the  Grande
     Communications Assets Sale.

     "Shared Microwave  Facilities Use Agreement" shall mean that certain Shared
     Microwave  Facilities  Use  Agreement to be entered into by and between the
     Borrower  and Grande  Communications,  Inc. in  connection  with the Grande
     Communications Assets Sale.

     "USOL Trademark  License  Agreement" shall mean that certain USOL Trademark
     License Agreement to be entered into by and between the Borrower and Grande
     Communications,  Inc. in connection with the Grande  Communications  Assets
     Sale.

     20.  Section  13.07(a)  is hereby  amended by (i)  deleting  the text "and"
appearing  immediately  prior to the text  "8.08" set forth in said  Section and
inserting a comma in lieu thereof and (ii)  inserting the text "and 8.20 through
8.23" immediately following the text "through 8.13" appearing in said Section.

     21.  Schedule I to the Credit  Agreement is hereby amended by deleting said
Schedule in its entirety and  inserting  the Schedule I attached  hereto in lieu
thereof with the effect of reducing the Total Commitment to $25,000,000.

     22. Effective as of the Fourth  Amendment  Effective Date, the Banks hereby
waive any Event of Default arising under Section 9.03(i) of the Credit Agreement
solely  as a  result  of  the  failure  of  the  Borrower  to  comply  with  the
requirements of Section 8.02 of the Credit  Agreement  solely in connection with
the execution and delivery of the Grande Communications Asset Sale Agreement.

     23. Effective as of the Fourth  Amendment  Effective Date, the Banks hereby
waive that certain condition  precedent set forth in clause (i) of Section II(5)
of the Third  Amendment and hereby  confirm that the Third  Amendment is in full
force and effect.

                                       -9-


<PAGE>

II.  Miscellaneous Provisions.
     ------------------------

     1. In order to induce the Banks to enter into this Amendment,  the Borrower
hereby represents and warrants that:

          (a) no Default or Event of Default  exists as of the Fourth  Amendment
     Effective  Date, both  immediately  before (other than any Event of Default
     that exists  immediately prior to the Fourth Amendment  Effective Date as a
     result of the Borrower's  failure to comply with Section 8.02 of the Credit
     Agreement and which Event of Default is waived pursuant to Section I(22) of
     this Amendment) and immediately after giving effect to this Amendment; and

          (b) all of the representations and warranties  contained in the Credit
     Agreement  and the  other  Credit  Documents  are true and  correct  in all
     material  respects on the Fourth Amendment  Effective Date both immediately
     before and immediately after giving effect to this Amendment, with the same
     effect as though such  representations  and warranties had been made on and
     as of the Fourth  Amendment  Effective Date (it being  understood  that any
     representation  or  warranty  made as of a specific  date shall be true and
     correct in all material respects as of such specific date).

     2. This  Amendment  is  limited as  specified  and shall not  constitute  a
modification, acceptance or waiver of, or consent to, any other provision of the
Credit Agreement or any other Credit Document.

     3. This Amendment may be executed in any number of counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the Borrower and the Administrative Agent.

     4. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     5. This Amendment shall become effective on the date (the "Fourth Amendment
Effective  Date")  when  each  of  the  following  conditions  shall  have  been
satisfied:

          (i) the  Administrative  Agent  shall  have  received  from  Jenkens &
     Gilchrist  P.C.,  special Texas counsel to the Credit  Parties,  an opinion
     addressed to the Administrative Agent, the Collateral Agent and each of the
     Banks and dated the Fourth  Amendment  Effective Date in form and substance
     satisfactory  to  the  Administrative  Agent,  and  covering  such  matters
     incident  to this  Amendment  as the  Administrative  Agent may  reasonably
     request;

          (ii) the Borrower,  Holdings,  each Guarantor and the Banks shall have
     signed a counterpart  hereof  (whether the same or different  counterparts)
     and shall have delivered


                                      -10-

<PAGE>

     (including by way of facsimile transmission) the same to the Administrative
     Agent as its Notice Office; and

          (iii) the Borrower shall have paid any and all outstanding  legal fees
     and  expenses  due and  payable  to White & Case  LLP,  the  Administrative
     Agent's legal counsel.

     6. By executing  and  delivering  a copy  hereof,  each Credit Party hereby
agrees that all Loans shall be fully  guaranteed  pursuant to the  Guaranties in
accordance  with the terms and  provisions  thereof  and shall be fully  secured
pursuant to the Pledge Agreements and the Security Agreement.

     7. From and after the Fourth  Amendment  Effective  Date, all references in
the  Credit  Agreement  and each of the other  Credit  Documents  to the  Credit
Agreement  shall be deemed to be references to the Credit  Agreement as modified
hereby.

                                      * * *


                                      -11-
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
officers  to execute  and  deliver  this  Amendment  as of the date first  above
written.



                                USOL, INC.,
                                   as Borrower



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



                                BNP PARIBAS,
                                  as Administrative Agent, Syndication Agent and
                                  individually, as Bank



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



                                COAST BUSINESS CREDIT,
                                     as Bank



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




                                      -12-
<PAGE>




                                DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
                                    BRANCHES,
                                  as Documentation Agent and individually, as
                                  Bank



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



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




















                                       -13
<PAGE>


Each of the  undersigned,  each being a Guarantor  under, and as defined in, the
Credit Agreement referenced in the foregoing  Amendment,  hereby consents to the
entering into of the Amendment and agrees to the provisions thereof  (including,
without limitation, Section 6 and 7 of Part II thereof).



                             USOL HOLDINGS, INC.,
                               as Guarantor



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



                                      -14-

<PAGE>


                                                                      SCHEDULE I
                                                                      ----------

                                   COMMITMENTS
                                   -----------



                  Bank                                  Commitment
--------------------------------------------------------------------------------
BNP PARIBAS                                           $8,928,571.43

Deutsche Bank AG, New York and/or                     $8,928,571.43
Cayman Islands Branches

Coast Business Credit                                 $7,142,857.14
--------------------------------------------------------------------------------
Total                                                $25,000,000.00
--------------------------------------------------------------------------------


<PAGE>

                                     ANNEX A
                                     -------

                            [Intentionally Omitted]

Certain  information on this page has been omitted and filed separately with the
Securities and Exchange  Commission.  Confidential  treatment has been requested
with respect to the omitted portions.

                                      -15-