LOAN AND COLLATERAL ACCOUNT AGREEMENT

                                   DEMAND LOAN


     THIS LOAN AND COLLATERAL  ACCOUNT AGREEMENT ("this  Agreement") dated as of
the date of the Lender's acceptance set forth in the signature area below, among
Merrill Lynch International Private Finance Limited, a Delaware corporation (the
"Lender"), the Borrower or Borrowers identified in the signature area below and,
if  applicable,  the  Guarantor  or  Guarantors  and  the  Pledgor  or  Pledgors
identified in the signature  area below,  establishes  the terms and  conditions
that will govern the demand loan facility  from the Lender to the Borrower.  The
Borrower,  any  Guarantor  and any  Pledgor  are  sometimes  referred to in this
Agreement as a "Loan Party" and collectively as the "Loan Parties".  The Loan is
secured by a pledge of assets held in a special securities  account  established
and  maintained  with  Merrill  Lynch,  Pierce,   Fenner  &  Smith  Incorporated
("MLPF&S")  in  accordance  with this  Agreement  and  MLPF&S is a party to this
Agreement only to the extent, and for the purposes, set forth in this Agreement.
Each  Pledgor is a party to this  Agreement  only for the  purpose of granting a
security  interest  in the  Securities  Account  (as  such  term is  hereinafter
defined) and for the other related purposes stated herein.

1.   DEFINITIONS

     For the  purposes of this  Agreement,  the  following  terms shall have the
meanings indicated.  Unless the context otherwise requires, any of the following
terms may be used in the singular or the plural, depending on the reference:

     "Advance" means an advance made by the Lender to the  Borrower  under this
Agreement or, as the case may be, the outstanding  principal balance of any such
advance.

     "Advance  Requirement" means, at any date, a percentage of the Value of the
Collateral  as  the  Lender  may  specify,  expressed  as a  Dollar  amount  and
determined  by the Lender in its  discretion.  The Lender  reserves the right to
modify in its discretion from time to time the percentage of Value to be used in
determining the Advance  Requirement  and/or the type of Collateral which may be
included by the Lender in determining the Advance Requirement.

     "Alternate  Rate" means the floating rate of interest advised by the Lender
based on the United  States  federal  funds rate, as determined by the Lender in
its discretion, plus an additional percentage rate deemed adequate by the Lender
to  compensate  it for funding the relevant  Advance or other amount and for the
Lender's  profit.  The Alternate Rate shall change when and as the federal funds
rate changes.  A written  statement by the Lender of the Alternate Rate shall be
conclusive evidence of such rate.

     "Borrower" means,  individually and  collectively,  the one or more Persons
signing below as Borrower.

     "Business  Day"  means a day on which  most banks are open in New York City
and the Lender is open for business.

     "Collateral"  has the  meaning  given to that term in  Section  3.2 of this
Agreement.

     "Dollar(s)" means the lawful currency of the United States of America.

     "Facility"  has the  meaning  given  to that  term in  Section  2.1 of this
Agreement.

     "Facility Fee" has the meaning given to that term in Section 2.8.

     "Facility Fee Percentage" means the percentage  designated in the signature
area below as the Facility Fee Percentage.

     "Guarantor" means, individually and collectively,  the one or more Persons,
if any,  signing below as Guarantor (or signing any other  document  identifying
the  Person(s)  as Guarantor  and  delivering  that  document to the Lender) and
guaranteeing the Obligations.

     "Interest  Period"  means a  period  by  reference  to  which  interest  is
calculated on an Advance.

     "Interest  Rate" means a per annum rate equal to LIBOR plus the Spread.  In
no event  shall the  Interest  Rate be in excess of the  maximum  interest  rate
permitted by New York law.

     "Letter" means the Lender's cover letter to this Agreement and includes any
renewal and/or amendment letter signed by the Lender. The Letter is deemed to be
part of this Agreement.

     "LIBOR" means, with regard to a particular Advance and Interest Period, the
rate per annum  equal to the rate (as  determined  by the  Lender on the date of
that Advance) at which  deposits in Dollars are offered to MLIB to leading banks
in the London Interbank  Market in an amount  comparable to that Advance and for
that Interest Period, it being understood and agreed that a written statement by
the Lender of LIBOR shall be conclusive evidence of such rate.

     "LIBOR Business Day" means a day on which deposits in Dollars and any other
relevant  currency may be dealt in on the London Interbank Market and most banks
in London, England and the Lender are open fur business.

     "Loan Party" and "Loan Parties" have the respective meanings given to those
terms in the introductory paragraph of this Agreement.

     "Maintenance  Requirement"  means the  Value of  Collateral  which  must be
maintained in the Securities  Account,  as determined by the Lender from time to
time in its discretion.

     "Maximum Amount" means the amount designated in the signature area below as
the Maximum Amount.

     "Merrill  Lynch Group" means Merrill Lynch & Co.,  Inc.  ("MLD"),  together
with any company  (whether now existing or hereafter  formed) of which MLC is or
becomes a Subsidiary and all companies (whether now existing or hereafter formed
or  acquired)  including,  but not  limited  to,  MLPF&S,  and any  partnership,
association,  firm or other  organization  (whether  now  existing or  hereafter
formed or  acquired)  during the period it is  directly or  indirectly  owned or
controlled  by MLC  and/or  any  such  company  and/or  one  or  more  of  their
Subsidiaries.

     "Minimum Advance Amount" means the amount  designated in the signature area
below as the Minimum Advance Amount.

     "MLIB" means Merrill Lynch  International  Bank Limited,  a bank  organized
under the laws of England.

     "MLPF&S" has the meaning given to that term in the  introductory  paragraph
of this Agreement.

     "Obligations" means collectively, all of the indebtedness,  liabilities and
obligations  of the  Borrower,  whether now  existing or  hereafter  arising and
whether  or not  currently  contemplated,  to  the  Lender,  including,  without
limitation,  the indebtedness,  liabilities,  and obligations arising under this
Agreement  (as  amended,  modified  and  renewed  from  time  to  time)  and the
transactions contemplated hereby, including,  without limitation,  any Advances,
interest,  Facility  Fees,  and other fees,  costs and expenses now or hereafter
payable by the Borrower to the Lender.

     "Person" means any individual,  company,  corporation,  firm,  partnership,
joint venture, association,  organization, trust, state or agency of a state (in
each case, whether or not having separate legal personality).

     "Pledgor" means individually and collectively,  the one or more Persons, if
any,  signing below as Pledgor (or signing any other  document  identifying  the
Person(s) as Pledgor).

     "Remedy  Event" has the  meaning  given to that term in Section 8.1 of this
Agreement.

     "Securities"  has the  meaning  given to that term in  Section  3.2 of this
Agreement.

     "Securities Account" means, individually and collectively,  the one or more
securities accounts established pursuant to Section 3.1 of this Agreement.

     "Security  Interest"  has the meaning  given to that term in Section 3.2 of
this Agreement.

     "Spread" means the percentage  amount  indicated in the signature page area
below.

     "Subsidiary"  means,  at any time,  in  relation  to a  company,  any other
company  which is directly or indirectly  controlled,  or more than 50% of whose
issued or  outstanding  shares of stock having  general voting power in ordinary
circumstances  is  beneficially  owned,  directly or  indirectly,  by that first
company.

     "Value" means the value  assigned to the Collateral by the Lender from time
to time in the Lender's discretion.

2.   THE FACILITY

2.1. Advances

     (a) The Lender  agrees,  upon the terms and subject to the  conditions  set
forth in this  Agreement,  to make  available  to the  Borrower  an  uncommitted
facility (the  "Facility") in an amount up to the Maximum  Amount.  The Borrower
acknowledges  that the  Lender has no  obligation  to make any  Advances  to the
Borrower.  All Advances which the Lender in its discretion agrees to make to the
Borrower shall be in an amount not less than the Minimum Amount indicated in the
signature area below and in integral multiples of $100,000.00 in excess thereof.
Any  Advances  which the Lender  makes to the  Borrower  and which the  Borrower
repays may be  reborrowed  up to the foregoing  Maximum  Amount,  subject to the
Lender's discretion.  The Borrower agrees to provide prior written notice to the
Lender if the purpose of any Advance differs from that  previously  disclosed in
writing to the Lender.

     (b) The  Borrower  shall  request an Advance from the Lender as provided in
Section  10.15,  which  request must be received not later than 11:00 a.m.  (New
York City time) three LIBOR  Business Days prior to the date of such Advance and
shall  specify:  (I) the date of such  Advance;  (ii)the  amount of such Advance
(which  shall not be less than the Minimum  Amount and in integral  multiples of
$100,000.00 in excess thereof); and (iii) the duration of the Interest Period to
be applicable to such Advance. All requests made under this Section 2.1(b) shall
be irrevocable.

2.2. Interest

     (a) Interest  shall be calculated  and payable on each Advance by reference
to successive Interest Periods. In the case of each Advance,  its first Interest
Period  shall begin on the  proposed  date of that  Advance and each  subsequent
Interest Period shall begin on the last day of the previous Interest Period. The
Borrower may select an Interest Period of 1, 3, 6 or 12 months duration (or such
other period as the Lender may agree to) in the notice  provided by the Borrower
to the Lender pursuant to Section 2.1(b) or Section 2.2(b);  provided,  however,
that the Borrower  may select an Interest  Period of 12 months or longer only if
the Lender (in its discretion) agrees.

     (b) Subject to the Lender's discretion, the Borrower may elect from time to
time to renew the Interest  Period for all or part of an outstanding  Advance by
requesting  such  renewal  from the Lender as provided in Section  10.15,  which
request  must be received  not later than 11:00 a.m.  (New York City time) three
LIBOR  Business  Days  prior  tot he last day of the  Interest  Period  for such
Advance and shall specify: (i) the renewal date for such Advance (which shall be
the last day of the Interest  Period for such  Advance);  (ii) the amount of the
Advance  to be  renewed  (which  shall not be less than the  Minimum  Amount and
integral multiples of $100,000.00 in excess thereof);  and (iii) the duration of
the Interest  Period to be  applicable  thereto.  All  requests  made under this
Section 2.2(b) shall be  irrevocable.  If the Borrower shall fail to request the
renewal  of any  Interest  Period  for any  Advance by the  required  time,  the
Interest  Period for such  Advance  shall be  renewed  after the last day of the
Interest Period for such Advance for successive 30 day Interest  Periods or such
other Interest Periods as the Lender deems appropriate,  subject to the Lender's
right to demand payment at any time, and interest shall accrue and be payable on
such Advance at the Interest  Rate  determined  by the Lender for such  Interest
Periods for amounts comparable to the unpaid balance of such Advance, subject to
the provisions of this Agreement.

     (c)  Interest  shall be due and  payable  on the last day of each  Interest
period in an amount equal to the unpaid  interest  accrued  during that Interest
Period on the Advance to which it relates at the Interest  Rate  applicable  for
that Interest  Period.  In the case of an Interest  Period of 12 months or more,
interest shall be due and payable every six months from the date of the relevant
Advance.  If the Alternate  Rate shall be applicable to any Advance at any time,
interest  accrued  thereon  shall be due and payable on the last Business Day of
each month.  In addition,  accrued  interest shall be due and payable in full at
any time upon demand.

     (d) If the Lender  determines  that for any reason  deposits in Dollars are
not offered by MLIB to leading banks in the London Interbank Market in an amount
comparable to a proposed  Advance or an unpaid  advance for which renewal of the
Interest  Period  has been  requested  and for a period  equal to the  requested
Interest  Period for such Advance,  or that LIBOR  applicable  for any requested
Interest  Period with  respect to a proposed  Advance  does not  adequately  and
fairly reflect the cost to the Lender of funding such Advance,  the Lender shall
so notify the Borrower and the  requested  Advance shall not be made or renewed,
as the case may be. Upon  receipt of such notice,  the Borrower  may: (i) revoke
any notice given to the Lender  pursuant to Section 2.1(b) with respect to a new
Advance;  or (ii)  revoke any notice  given to the  Lender  pursuant  to Section
2.2(b) with respect to an unpaid Advance, which Advance shall remain outstanding
after the last day of the  Interest  Period  for such  Advance,  subject  tot he
Lender's  right to demand  payment at any time, and interest shall accrue and be
payable on such Advance at the Alternate Rate, subject to the provisions of this
Agreement.  If, after receipt of such notice from the Lender,  the Borrower does
not revoke any notice given to the Lender  pursuant to: (i) Section  2.1(b) with
respect to a new Advance, such Advance shall not be made; or (ii) Section 2.2(b)
with respect to an unpaid Advance,  the Advance shall remain  outstanding  after
the last day of the Interest  Period for such  Advance,  subject to the Lender's
right to demand  payment  at any time,  and shall  accrue and be payable on such
Advance at the Alternate Rate, subject to the provisions of this Agreement.

     (e) If the Lender (in its  discretion)  so  determines,  any due but unpaid
interest  may be added to the amount of the Advance to which it relates  (or, at
the  Lender's  option,  may be  treated  as a  separate  Advance)  and  interest
calculated as provided for above shall thereafter be paid thereon.

     (f) Interest shall be calculated on the basis of actual days elapsed over a
year of 360 days.  Interest  shall accrue on the  principal of each Advance from
and  including  the  date  of the  Advance  to but  excluding  the  date  of the
principal's payment.

2.3. Payments; Prepayments

     (a) For value received,  the Borrower (jointly and severally,  if more than
one) hereby promises to pay to the Lender or the Lender's order, upon demand, an
amount equal to the aggregate  unpaid  principal  amount of all Advances made by
the Lender to the Borrower together with interest calculated pursuant to Section
2.2 and all other Obligations outstanding under this Agreement.

     (b) Upon at least three LIBOR  Business  Days' prior written  notice to the
Lender,  the Borrower shall have the right, from time to time on the last day of
any Interest Period for a particular Advance,  to pay the outstanding  principal
amount  of that  Advance,  in whole or in part,  in an  amount  of not less than
$100,000 plus the amount of any accrued but unpaid  interest to the date of such
payment on the principal  amount paid.  Each notice of payment shall specify the
payment  date,  the  principal  amount  of the  Advance  to be  paid,  shall  be
irrevocable  and shall  commit the Borrower to pay the Advance in the amount and
on the date stated therein.

     (c) Upon at least three LIBOR  Business  Days' prior written  notice to the
Lender and subject to the  indemnification  provisions  of Section  2.3(d),  the
Borrower shall have the right, from time to time on any LIBOR Business day other
than the last day of any Interest  Period for a particular  Advance,  to pay the
outstanding  principal amount of that Advance, in whole or in part, in an amount
of not less than  $100,000.00 plus the amount of any accrued but unpaid interest
to the date of such  payment on the  principal  amount so paid and any  Interest
Differential (as such term is hereinafter defined).  Each such notice of payment
shall specify the payment date, the principal  amount of the Advance to be paid,
shall be  irrevocable  and shall  commit the  Borrower to pay the Advance in the
amount and on the date stated therein.

     (d) The Borrower  shall pay to the Lender,  upon the request of the Lender,
such  amount as the  Lender  shall  determine  will  compensate  it for any loss
(including  loss  of  profit),  cost  or  expense  incurred  by the  Lender  (as
reasonably  determined by the Lender) as a result of any payment of Advance,  in
whole or in part,  on a date other than the last day of the Interest  Period for
such Advance,  whether such payment is made by the Borrower  pursuant to Section
2.3(c) or is effected by the Lender  liquidating  all or a portion of Securities
Account  upon the  occurrence  of a Remedy  Event.  Notice by the  Lender to the
Borrower of the amount of any such compensation to be paid by the Borrower shall
be conclusive. The foregoing liability of the Borrower, if any, shall constitute
an Obligation and shall be secured by the Collateral.

     (e) For purposes of determining  the last day of an Interest  Period,  each
Interest Period which would otherwise end on a day which is not a LIBOR Business
Day shall end on the next  succeeding  LIBOR  Business Day,  except that, if the
next succeeding LIBOR Business Day falls in the next succeeding  calendar month,
the Interest Period shall end on the next preceding LIBOR Business Day.

2.4. Default Interest

     In the  event  the  Borrower  does not make any  payment  of  principal  or
interest to the Lender when due, the  Interest  Rate payable with respect to all
Advances (both before and after  judgment)  will  increase,  effective as of the
date when such  payment was due, by two percent  (2.00%)  until all payments due
hereunder  (including any late payments and any amounts accelerated) are paid to
the Lender in full. Any default  interest  payable  hereunder:  (i) which is not
paid  when  due may be  added  to the  overdue  sum  and  itself  bear  interest
accordingly;  and (ii)  shall  constitute  an  Obligation  and be secured by the
Collateral.

2.5. Manner of Payments

     All payments due from the Borrower  hereunder  may be debited by the Lender
at its discretion from the Borrower's or any Guarantor's  Securities  Account or
from any other account  maintained by the Borrower or any Guarantor  with MLPF&S
or any member of the Merrill Lynch Group. The Borrower and each Guarantor hereby
authorize  the  Lender  and each  other  member of the  Merrill  Lynch  Group to
initiate debit entries and, if necessary,  credit entries,  to any such account.
All members of the Merrill  Lynch Group shall be fully  protected  in relying on
this authorization. In the event the Borrower or any Guarantor fails to maintain
sufficient funds or credit availability in any such account,  the Borrower shall
make such  payments  on the date when due  without  offset  or  counterclaim  in
Dollars in federal or other  immediately  available  funds to the account of the
Lender in accordance with the wire transfer  instructions provided by the Lender
from time to time. Any such payment received after 11:00 a.m. New York City time
on a particular day shall be deemed received on the following Business day.

2.6. Taxes

     All payments by the Borrower and any Guarantor  under this Agreement  shall
be made free and clear of any  restrictions  or  conditions,  without set off or
counterclaim,  and free and clear of,  and  (subject  as  hereinafter  provided)
without  any  deduction  or  withholding  whether  for or on  account  of tax or
otherwise. If any such deduction or withholding is required by law to be made by
the Borrower,  any Guarantor or any other Person  (whether or not a party to, or
on behalf of a party to,  this  Agreement)  from any sum paid or payable  by, or
received or receivable from, the Borrower or any Guarantor,  the Borrower or, as
the case may be,  such  Guarantor  shall pay in the same  manner and at the same
time such  additional  amounts  as will  result in the  Lender's  receiving  and
retaining  (free from any  liability  other than tax on its  overall net income)
such net  amount as would  have been  received  by it had no such  deduction  or
withholding been required to be made.

2.7. Purpose

     The  Borrower  shall use the  proceeds of any  Advance  made  hereunder  to
finance the purchase of  securities  or for such other  lawful  purposes as have
been disclosed to the Lender in writing.

2.8. Facility Fee

     The Borrower shall pay an arrangement fee (the "Facility Fee"):

     (a) prior to each Advance,  in an amount equal to the product determined by
multiplying (i) the Facility Fee Percentage,  by (ii) the amount of such Advance
and by (iii) a fraction equal to the quotient  determined by dividing the number
of days between the date of such Advance and the next annual anniversary date of
this Agreement by 365; and

     (b) on the annual  anniversary date of this Agreement during each year this
Agreement  is in  effect,  in an  amount  equal  to the  product  determined  by
multiplying  (i) the  Facility  Fee  Percentage,  by (ii) the  aggregate  unpaid
principal amount of all Advances outstanding on such anniversary date.

     Notwithstanding  the  foregoing,  the  total  amount of all  Facility  Fees
payable during any 12-month  period after the date of this  Agreement  shall not
exceed an amount equal to the product determined by multiplying (a) the Facility
Fee Percentage by (b) the Maximum Amount.


3.   ESTABLISHMENT  OF SECURITIES  ACCOUNT;  PLEDGE OF COLLATERAL;  BORROWING OF
     SECURITIES

3.1. Establishment of the Securities Account

     Each Loan  Party  hereby  directs  MLPF&S  and  MLPF&S  hereby  agrees,  to
establish the  Securities  Account,  which shall be known as the "Merrill  Lynch
International Private Finance, (Name of Borrower) Pledged Collateral Account" or
such other title (including  abbreviations)  acceptable to the Lender to reflect
the Lender's interest therein.  Each of the Loan Parties,  as a condition to the
Lender's considering making any Advances,  agrees to place the Collateral in the
Securities Account. Each Borrower and each Guarantor jointly and severally agree
at all times to maintain  Collateral in the Securities Account with an aggregate
Value sufficient to satisfy the Maintenance  Requirement,  until the Obligations
under this Agreement have been paid  indefeasibly in full and this Agreement has
been terminated.  Each of the Loan Parties acknowledges that in establishing and
maintaining the Securities  Account,  MLPF&S is acting as the Lender's agent for
purposes of perfecting the Lender's Security Interest.

3.2. Grant of Security Interest

     (a) As security for the full payment and  performance  of the  Obligations,
and  the  Obligations,  whether  now  existing  or  hereafter  arising,  of each
Guarantor pursuant to Section 9, each Loan Party hereby assigns, pledges, grants
and conveys to the Lender a continuing first priority lien and security interest
(the  "Security   Interest")  on  and  in  the  following   (collectively,   the
"Collateral"):

(i)  the  Securities  Account and all stocks,  bonds,  securities  entitlements,
     financial  assets or other  securities  or property now or hereafter in the
     Securities Account (the "Securities");

(ii) all  credit  balances,  accounts,  contract  rights,  general  intangibles,
     instruments,  documents,  money,  certificates  of  deposit  and all  other
     property of  whatever  kind or  description  now or  hereafter  held in the
     Securities Account;

(iii)any securities  described in confirmations  and other reports  delivered by
     MLPF&S to any Loan Party or the Lender in  connection  with the  Securities
     Account,  which  securities  are deemed to be Securities in the  Securities
     Account for purposes of this  Agreement  (for  purposes of this  Agreement,
     "securities" shall include options, including call option contracts);

(iv) all  dividends,  interest and proceeds of any of the property  described in
     clauses (a), (b) or (c) above,  including without  limitation,  proceeds of
     proceeds; and

(v)  all of its right, title and interest in and to all monies,  debts,  claims,
     securities and other property deposited with or owed or owing by the Lender
     and/or any other member of the Merrill Lynch Group.

     (b) Each Loan  Party  shall take all action  which the Lender  requests  or
which is  reasonably  necessary  to  ensure  that the  Lender  has a  continuing
perfected  first priority  Security  Interest while this Agreement is in effect.
Upon the  Lender's  request,  each Loan Party  shall  execute and deliver tot he
Lender a financing statement conforming to the Uniform Commercial Code in effect
in any state or jurisdiction  deemed  appropriate by the Lender,  and such other
documents  as may be required in the Lender's  judgment,  in order to perfect or
maintain  the  perfection  of the  Security  Interest,  all in a form the Lender
considers  acceptable.  Upon the  Lender's  request,  each Loan Party shall also
execute  and  deliver  a  continuation   statement  conforming  to  the  Uniform
Commercial Code in effect in any state or jurisdiction deemed appropriate by the
Lender and in a form the Lender deems to be acceptable.  If any Loan Party fails
to deliver to the Lender financing statements,  continuation statements or other
documents the Lender  requests,  the Lender may, to the extent  permitted by law
and without limiting its other rights under this Agreement,  execute and file in
such Loan Party's name, as such Loan Party's  attorney-in-fact,  such documents.
Upon the  Lender's  request,  each Loan Party  shall  execute and deliver to the
Lender such documents and shall take such other action as the Lender may request
in order to continue or maintain the Security  Interest  under any amendments to
the  Uniform  Commercial  Code in  effect in any  state or  jurisdiction  deemed
appropriate by the Lender from time to time after the date of this Agreement.

     (c) The location of each Loan Party's primary residence, if such Loan Party
is an individual  (natural person),  or, if such Loan Party is not an individual
(natural  person),  such Loan Party's chief executive  office and, if different,
the location of such Loan Party's  principal  place of business are set forth in
the signature area below,  and each Loan Party agrees to provide the Lender with
not less than 30 days' prior written notice of any change of those locations.

3.3. Certain Lender Rights in the Securities Account

     The  Lender may give  instructions  of any kind or  character  to MLPF&S in
regard  to  the  Securities  Account,  either  oral  or  written.  The  Lender's
instructions may include instructions to liquidate Collateral and other property
in the Securities  Account, to pay credit balance from the Securities Account to
the  Lender or its  designees,  or to move the  Collateral  from the  Securities
Account to the Lender or into an account in the Lender's name or the name of its
designees.  MLPF&S shall comply with the Lender's  entitlement  orders and other
instructions in regard to the Securities  Account without further consent by any
Loan Party. In following the Lender's  instructions,  MLPF&S is under no duty to
any  Loan  Party  to  determine  whether  a  Remedy  Event  has  occurred  or is
continuing.  MLPF&S shall neither accept nor comply with any  instructions  from
any Loan Party in regard to the Securities Account.


3.4. Transactions in the Securities Account

     (a) Loan Party may ask the Lender to request that MLPF&S release Collateral
from the  Securities  Account  if (but  only  if) the  Lender  consents  (in its
discretion) and the Value of the Collateral  remaining in the Securities Account
after such  withdrawal  continues to satisfy the Maintenance  Requirement.  Each
Loan Party  understands  that (i)  releases of  Collateral  from the  Securities
Account will not be considered by the Lender if, following such transaction, the
Value  of the  Collateral  in the  Securities  Account  would  not  satisfy  the
Maintenance Requirement and (ii) transactions made in the Securities Account may
be reversed by the Lender if the  transaction  would  result in a breach of this
Agreement.

     (b) In  addition,  each Loan  Party may ask the Lender to  consent,  in its
discretion,  to, and request  that MLPF&S  arrange for, the sale of call options
with respect to  Securities in the  Securities  Account and the purchase of call
options  in order to close out short call  option  positions  in the  Securities
Account.  Each Loan Party  agrees  that all such call option  contracts  will be
purchased  or sold  over-the-counter  or on or through an  exchange  or clearing
house and will be executed  pursuant to the terms of  MLPF&S's  Standard  Option
Agreement(s).  Each Loan Party  acknowledges that all such call option contracts
are  considered  "securities"  for purposes of the  definition  of  "Collateral"
contained in this Agreement.  In the event of the exercise of any call option in
the Securities  Account (or any other event  resulting in "cash"  proceeds being
paid into the Securities Account),  each Loan Party acknowledges and agrees that
the "cash"  proceeds  paid with respect to such call option (or  otherwise  paid
into  the  Securities  Account)  will  be  applied  by the  Lender  against  the
Obligations  on the  fifteenth  Business Day  following  such  exercise  (or, if
earlier, the receipt of the "cash" proceeds in the Securities  Account),  unless
prior to such fifteenth  Business Day such Loan Party has replaced such proceeds
in the  Securities  Account  with  Securities  acceptable  to the Lender (in the
Lender's discretion).

(c)  Without  limiting  any other right or remedy  available to the Lender under
     this Agreement or at law or in equity, including,  without limitation,  the
     rights and  remedies  contemplated  by Section 8.2 of this  Agreement,  the
     Lender may (i) buy or sell any or all  Securities or other  property  which
     may be short in the Securities  Account;  (ii) cancel any open orders;  and
     (iii) exercise or refrain from exercising,  terminate,  liquidate or close,
     modify, extend, obtain or reestablish,  any or all outstanding contracts or
     options and any or all hedges, related or associated positions,  securities
     or transactions.

(d)  Each Loan Party  acknowledges  and agrees that,  notwithstanding  any other
     provision  of this  Agreement or any  agreement  between any Loan Party and
     MLPF&S,  only the  Lender  will be  entitled  to give  entitlement  orders,
     instructions  or  directions  to MLPFS&S  with  respect  to the  Securities
     Account  and no Loan Party will be  entitled  to give  entitlement  orders,
     instructions or directions to MLPF&S with respect to the Securities Account
     at any time.

3.5. Other Account Provisions

     Each Loan Party  acknowledges  that no trading,  VISA card,  funds transfer
service or wire transfer,  check writing or margin capabilities exist or will be
permitted with respect to the Securities Account. This Agreement does not create
any  obligations  or  duties  on MLPF&S  to any Loan  Party  greater  than or in
addition to the customary and usual obligations and duties which MLPF&S has as a
stockbroker and custodian of securities, except to the extent expressly provided
in this Agreement..  All  transactions in the Securities  Account are subject to
the  constitution,  rules,  regulations,  customs and usages of the  exchange or
market and its clearing house, if any, on which MLPF&S or its agents  (including
MLPF&S' subsidiaries and affiliates) execute such transactions.  Each Loan Party
agrees to pay customary  brokerage fees in connection with any transactions in a
Securities Account made in accordance with this Agreement.

3.6. Borrowing of Securities

     Each Loan Party hereby  authorizes  the Lender from time to time to lend to
itself,  as  principal  or  otherwise,  or to  others,  any  securities  in  the
Securities Account  irrespective of the Obligations  outstanding at the relevant
time.  Each  Loan  Party  agrees to  execute  and  deliver  to the  Lender  such
agreements and other documents as the Lender may reasonably  request in order to
give effect to this Section 3.6.


3.7. Authorization

     Each Loan Party authorizes MLPF&S and/or the Lender, as appropriate, to (a)
deduct from and transfer to the Lender any free credit balance in the Securities
Account (which amount is due to such Loan Party) in order to make payment of any
amount then due to the Lender in connection  with the Loan and (b) liquidate any
Securities in the Securities Account in order to make payment of any amount then
due to the Lender in connection with the Obligations.

4.   REPRESENTATIONS AND WARRANTIES

     On a continuing basis,  each Loan Party represents,  warrants and covenants
to the Lender that:

4.1. Collateral

     Except for the Lender's  rights  established  under this  Agreement and the
security interest of MLPF&S in any call option contract  contemplated by Section
3.4(b), such Loan Party, to the extent of its rights in the Collateral, owns the
Collateral free of any security interest,  lien or other encumbrance in favor of
any Person (other than any  subordinated  interest  which MLPF&S may have in the
Securities  Account).  The Security Interest is and shall remain a perfected and
valid first priority lien on and security interest in the Collateral.

4.2. Due Organization

     If such Loan Party is a legal Person, such Loan Party is duly organized and
validly  existing under the  jurisdiction of its  organization and has the power
and  authority to own its assets and to conduct the business  which it conducts;
such Loan Party is in good standing  under the laws of the  jurisdiction  of its
organization  or  formation  and  is  duly  qualified  to  do  business  in  all
jurisdictions in which the nature of its activities requires such qualification.

4.3. Power and Authority; Binding Agreements

     Such Loan Party has the full right,  power and authority to make,  execute,
deliver,  and perform its obligations  under,  this Agreement and the execution,
delivery and  performance  of the documents  contemplated  by this Agreement and
consummation of the  transactions  contemplated by this Agreement have been duly
authorized by all necessary  action on its part. This Agreement  constitutes the
legal,  valid  and  binding  obligation  of  such  Loan  Party,  enforceable  in
accordance with its terms.

4.4. No Violation

     The  execution,  delivery or  performance by them of this Agreement and the
related  documents,  the consummation of the  transactions  contemplated by this
Agreement,  and  compliance  with the  provisions of this Agreement will not (i)
violate any law,  regulation,  order,  judgment  or decree  binding on such Loan
Party,  (ii) if such Loan Party is a legal person,  violate or conflict with, as
applicable,  its articles or certificate  of  incorporation,  by-laws,  or other
organizational  or governing  agreements or documents,  or (iii)  conflict with,
cause a breach of,  constitute a default under, be cause for the acceleration of
the maturity of, or create or result in the creation or  imposition of any lien,
charge or encumbrance (other than in favor of the Lender) on any of its property
under,  any agreement,  notice,  indenture,  instrument or other  undertaking to
which it is a party.

4.5. No Consents

     No order,  consent,  license,  authorization,  recording or registration is
required to authorize or is required in connection with the execution,  delivery
and performance or the legality,  validity,  binding effect or enforceability of
this Agreement,  any documents executed in connection with this Agreement or any
transactions contemplated by this Agreement.

4.6. No Litigation

     There  are  no  actions,  suits,  litigation,  arbitration,  administrative
proceedings or investigations, pending or threatened, against such Loan Party or
any of the  Collateral in which such Loan Party has rights that could (i) have a
material  adverse  effect on the business or affairs,  condition  (financial  or
otherwise),  obligations,  operations,  performance,  properties or prospects of
such  Loan  Party or (ii)  affect  is  ability  to enter  into and  perform  its
obligations under this Agreement or any of the transactions contemplated by this
Agreement.

4.7. Compliance with Laws

     The  activities  and  operations  of such  Loan  Party are and have been in
compliance in all respects with all applicable federal, state, local and foreign
laws and regulations,  including,  without  limitation,  tax,  environmental and
health and safety laws and regulations.

4.8. No Material Adverse Change

     Since the date of their most recent financial statements or representations
delivered  to the  Lender,  there  has been no  material  adverse  change in the
business,   condition   (financial  or  otherwise),   obligations,   operations,
performance, properties or prospects of such Loan Party.

4.9. Solvency

     After  giving  effect to each  Advance made from time to time and such Loan
Party's obligations (including contingent obligations) under this Agreement, (i)
the present fair value of its assets exceeds the total amount of its liabilities
(including, without limitation, contingent liabilities), (ii) it has capital and
assets  sufficient to carry on its business,  (iii) it is not engaged and is not
about to engage in a business or a transaction  for which its  remaining  assets
are  unreasonably  small in relation to such business or transaction and (iv) it
does not  intend to incur,  or  believe  that it will  incur,  debts  beyond its
ability  to pay as they  become  due.  Such  Loan  Party  will  not be  rendered
insolvent by the execution,  delivery and  performance of documents  relating to
this Agreement or by the  consummation of the  transactions  contemplated  under
this Agreement.

4.10. Place of Business

     The location of such Loan Party's primary residence,  if such Loan Party is
a natural  person,  or, if such Loan  Party is not a natural  person,  such Loan
Party's  chief  executive  office and, if  different,  the location of such Loan
Party's  principal  place of business are  accurately set forth in the signature
area below.

4.11. No Default

     Such Loan  Party is not in  default  under any  agreement  to which it is a
party or by which it or its assets may be bound,  which  default is  material in
the context of this Agreement.

4.12. Full Disclosure

     All  information  disclosed to the Lender in connection with this Agreement
and the making of each Advance  hereunder is true,  complete and accurate in all
respects and does not omit any material facts or circumstances  which could make
any of such information misleading in any respect.

     Each of the  representations  and  warranties  in this  Agreement  shall be
correct  and  complied  with  at  all  times  and  in all  respects  during  the
continuance of this Agreement,  and until all Obligations have been indefeasibly
paid  in  full,   as  if  repeated  then  by  reference  to  the  then  existing
circumstances.

5.   AFFIRMATIVE COVENANTS

     Until  this  Agreement  has   terminated  and  all  sums  and   obligations
outstanding  hereunder,  or under any other  documents  executed  in  connection
therewith,  have been  indefeasibly  paid in full,  each Loan  Party  (except as
otherwise provided with respect to a Pledgor) shall:

5.1. Maintenance of Existence

     Preserve and  maintain its  existence,  rights and  franchises,  if it is a
legal Person.

5.2. Compliance with Laws

     Comply in all material respects, with all applicable laws, statutes, codes,
ordinances, regulations, rules, orders, awards, judgments, decrees, injunctions,
approvals and permits applicable to it.

5.3. Payment of Taxes

     Pay all taxes, assessments and governmental charges imposed upon it or upon
its property and all claims (including,  without  limitation,  claims for labor,
materials,  supplies or services) which might, if unpaid, become a lien upon its
property,  unless,  in each  case,  the  validity  or  amount  thereof  is being
contested  in good  faith by  appropriate  proceedings  and such Loan  Party has
maintained adequate reserves with respect thereto.

5.4. Books and Records

     Keep proper books of record and account,  containing  complete and accurate
entries of all financial and business transactions.

5.5. Audit Rights

     Permit any  representative  of the Lender to examine  its books and records
and to make copies and take  extracts  therefrom,  and to discuss  its  affairs,
finances  and  accounts  with  its  officers,  partners  and  employees  and its
independent  accountants,  all at such  places in the United  States and at such
reasonable  times and as often as the Lender may  reasonably  request,  provided
that such actions do not unreasonably interfere with its day-to-day business and
operations.

5.6. Maintenance of Collateral (the first sentence of this Section 5.6 shall not
     apply to any Pledgor)

     Maintain the Collateral in the Securities Account as the Lender may require
from time to time in  accordance  with the  Maintenance  Requirement.  Each Loan
Party  shall,  within 48 hours after  demand,  duly pay all calls,  subscription
monies and/or other monies  payable on or with respect to any of the  Securities
included in the Collateral provided by it or, if the Lender pays the same (which
it shall not be obliged to do),  shall on demand  indemnify  the Lender  against
such  payment.  If at any time  the  Value of the  Collateral  is less  than the
Maintenance  Requirement  and no Loan  Party has  within 48 hours  after  demand
reduced the outstanding principal balance of the Obligations or deposited in the
Securities Account  additional funds and/or securities  acceptable to the Lender
to be held as  Collateral  with a Value  sufficient to increase the Value of the
Collateral to at least 105% of the Maintenance Requirement, then the Lender may,
at its option from time to time,  and without any obligation on its part to give
notice,  (i)  instruct  MLPF&S to cancel  any open  orders  and close any or all
outstanding contracts, liquidate any or all Collateral, withdraw and/or sell any
or all Collateral and reduce in whole or in part the  Obligations  and (ii) take
any other  actions to which it is entitled,  whether  pursuant to Section 8.2 or
otherwise. Notwithstanding the provisions of this Section 5.6, the Lender may at
any time  pursuant  to  Section  8.3  demand  payment  of the  aggregate  unpaid
principal amount of the Advances and all other Obligations.

5.7. Bankruptcy

     Notify  the Lender in  writing  before  filing  any  petition  seeking  the
protection of any bankruptcy,  insolvency or any similar statutes.  In addition,
no Loan Party shall take any action (or fail to take any necessary action) which
may cause a petition in  bankruptcy,  insolvency or any similar law or procedure
to be filed against such Loan Party.

5.8. Financial and Credit Information

     (a)  Notify  the  Lender  immediately,  in  writing,  of any  change in its
financial  condition or prospects  which would  adversely  affect its ability to
repay or perform any  obligation(s) to the Lender according to the terms of this
Agreement.

     (b)  Supply to the  Lender  such  current  financial  information  or other
information as the Lender may reasonably request from time to time.

     (c)  Permit  the  Lender  and  MLPF&S  to share  with one  another  and any
affiliated  companies,  or any person  authorized by any of them, for legitimate
business purposes,  any information about it which each may currently possess or
obtain in the future, unless such Loan Party has notified the Lender at the time
of  application  for the Facility that such Loan Party objects to the sharing of
such information.

     (d) Permit the Lender,  or anyone  authorized  by it, to obtain third party
credit or  investigative  reports with respect to such Loan Party, and to answer
any questions about its credit experience with such Loan Party.

     (e) Comply with any requests from the Lender for  additional  documentation
required  to be  filed or  executed  by such  Loan  Party  from  time to time by
applicable law or the policies and procedures of MLPF&S or the Lender.

6.   NEGATIVE COVENANTS

     Until this Agreement has terminated and all of the Obligations  outstanding
hereunder or any other  documents  executed in connection  therewith,  have been
indefeasibly paid in full, no Loan Party will create, incur, assume or suffer to
exist any security interest lien or other  encumbrance on the Collateral,  other
than security  interests,  liens and other encumbrances  created in favor of the
Lender.

7.   CONDITIONS PRECEDENT

7.1. Conditions Precedent to the Initial Advance

     It shall be a condition  precedent to the Lender's  considering  making the
initial Advance that the Lender shall have received:

     (a) evidence that a Securities  Account has been  established  and that the
Value of the Collateral meets the Advance Requirement; and

     (b) such other  documents,  opinions,  certificates  and other items as the
Lender may reasonably request.

7.2. Conditions Precedent to All Advances

     It shall be a condition  precedent to the Lender's  considering  making any
Advance or renewing any Interest Period that on the date of each such Advance or
the  renewal  of  such  Interest  Period,  as the  case  may be,  the  following
statements  shall be true (and each  request for an Advance  shall  constitute a
representation  and  warranty  by the  Borrower  that on the date of  making  or
renewing such Advance such statements are true):

     (a) The Borrower has paid the Facility Fee payable in connection  with this
Agreement;

     (b) The representations and warranties  contained in Section 4 are true and
correct on and as of the date of such Advance;

     (c) No event has occurred or is  continuing or would result from the making
of such  Advance  which  would  constitute  a Remedy  Event or an event,  act or
condition which with the passage of time or notice,  or both, would constitute a
Remedy Event; and

     (d) The Borrower has made a request in accordance  with,  and has otherwise
complied with other provisions of, Section 2.1(b) or 2.2(b), as the case may be.

8.   REMEDY EVENTS; REMEDIES

8.1. Remedy Events.

     If any of the following  events (each, a "Remedy  Event") shall occur,  the
Lender,  in its  discretion,  may take  any or all of the  actions  outlined  in
Section 8.2.:

     (a) the  Borrower  fails to make any payment  when it is due as required by
this Agreement;

     (b) a Loan Party breaches any provisions of this Agreement;

     (c) the Value of the Collateral in the  Securities  Account falls below the
applicable Maintenance  Requirement,  and no Loan Party has deposited additional
Collateral or reduced the  outstanding  principal  balance of the Obligations as
required under Section 5.6;

     (d) a Loan Party breaches any provisions of this Agreement;

     (e) any step is taken or legal  proceeding  started  by any  Person  in the
Bankruptcy   of  any  Loan  Party  or  for  the   appointment   of  a  receiver,
administrator,  trustee or similar officer of any Loan Party or of any or all of
the revenues and assets of the any Loan Party or the winding-up, administration,
dissolution or reorganization of any Loan Party;

     (f) any Loan  Party is  insolvent,  is unable to pay its debts as they fall
due,  stops,  suspends  or  threatens  to stop or  suspend  payment  of all or a
material part of its debts, begins negotiations or takes any proceeding or other
step  with  a view  to  readjustment,  rescheduling  or  deferral  of all of its
indebtedness or any part of its  indebtedness  which it would or might otherwise
be  unable  to pay when due or  proposes  or makes a  general  assignment  or an
arrangement or composition with or for the benefit of the creditors of such Loan
Party;

     (g) an attachment or garnishment  writ or the like is levied against all or
any portion of the Securities Account or the Collateral;

     (h) any  indebtedness  of a Loan Party to any member of the  Merrill  Lynch
Group or any other  Person(s) in respect of monies borrowed or raised (1) is not
paid when due nor within any applicable  grace period in any agreement  relating
to such indebtedness,  or (2) becomes due and payable before its normal maturity
by reason of a default or event of default, however, described;

     (i) final  judgment  for the payment of money is rendered  against any Loan
Party and  within  thirty  (30) days  from the  entry of  judgment  has not been
discharged or stayed  pending  appeal or has not been  discharged  within thirty
(30) days from the entry of a final order of affirmance on appeal;

     (j) if a Loan Party is acting in the capacity of trustee of a trust for the
purposes hereof,  it or they cease to be appropriately  authorized or such trust
comes or is brought to an end;

     (k) if a Loan Party is a natural Person, such Loan Party dies or becomes or
is declared (by appropriate authority) incompetent of or unsound mind; or

     (l) the Lender  otherwise  deems itself or its security  interest in any of
the Collateral  insecure or the Lender  believes in good faith that the prospect
of payment or other performance by any Loan Party is impaired.

8.2. Remedies.

     (a) Upon the  occurrence of a Remedy Event,  the Lender may, at its option:
(i) instruct  MLPF&S to cancel any open orders and close any and all outstanding
contracts;  (ii) liquidate any or all of the Collateral ; (iii) withdraw  and/or
sell any or all of the Collateral;  and (iv) supply any or all of the Collateral
as well as the proceeds of any such Collateral to the Obligations.  The Borrower
and each  Guarantor  shall be  responsible  for any decrease in the Value of the
Collateral  occurring prior to or during  liquidation.  Upon the occurrence of a
Remedy Event, the Lender may also set-off any or all of the Obligations  against
any  securities,  cash or other  property of such  Borrower or  Guarantor in the
possession of the Lender  (directly or through MLPF&S as the Lender's  agent) or
any other member of the Merrill Lynch Group and against any obligations  owed to
the  Borrower or any  Guarantor by the Lender or any other member of the Merrill
Lynch Group.

     (b) The Lender may  exercise  any or all of its rights  under this  Section
without further demand for additional Collateral, or notice of sale or purchase,
or other notice or  advertisement.  Any sales or purchases made pursuant to this
Section may be made at the Lender's  discretion  on any exchange or other market
where such business is usually transacted, or at public auction or private sale,
and the Lender or its agent may be the  purchase  for the Lender or its  agent's
own  account.  It is  understood  that the giving of any prior demand or call or
prior notice of the time and place of such sale or purchase by the Lender or its
agent  will not be  considered  a waiver  of the  Lender's  right to sell or buy
without any such demand, call or notice as provided in this Agreement.

     (c) In addition  to the  Lender's  rights and  remedies  described  in this
Agreement,  the Lender has the right to  exercise  any one or more of the rights
and remedies of a secured  creditor under the Uniform  Commercial Code as now or
hereafter in effect of the State of New York.  All the rights and remedies which
are  available  to the Lender under this  Agreement  are  cumulative  and are in
addition to any and all other rights and remedies which are otherwise  available
to the Lender either at law,  equity or  otherwise.  The Lender may exercise any
one or more of such rights and remedies simultaneously or successively.

8.3. Demand.

     Each of the Loan Parties hereby  acknowledges  that the principal amount of
the Advances and all other Obligations are payable on the Lender's demand by the
Lender and that the Lender may make demand on the Borrower  and/or any Guarantor
regardless of whether or not a Remedy Event has occurred.  In the event that the
Lender makes such demand and the  Obligations  are not paid in full,  the Lender
shall have the right,  at its  option,  to exercise  any or all of the  remedies
described in Section 8.2.

9.   ADDITIONAL GUARANTOR/PLEDGOR COVENANTS

9.1. Guarantor Covenants.

     Each and any Guarantor hereby  unconditionally  and irrevocably agrees with
the Lender  (for itself and as trustee of the  benefit of these  agreements  for
each other member of Merrill Lynch Group) as follows:

     (a) Each  Guarantor  hereby  irrevocably,  unconditionally  and  absolutely
guarantees,  jointly and  severally  with each of the other  Guarantors,  to the
Lender the full and punctual  payment of the Obligations in accordance with this
Agreement.  The  foregoing  guaranty  is  a  guaranty  of  payment  and  not  of
collection, and is the primary obligation of such Guarantor.

     (b) As between  such  Guarantor  and the Lender but without  affecting  the
Borrower's obligations,  such Guarantor shall be liable under (a) above as if it
were the sole principal debtor and not merely a guarantor. Accordingly, it shall
not be discharged, nor shall its liability be affected, by reason of:

(i)  any time, indulgence, waiver or consent at any time given to any Loan Party
     or any other Person;

(ii) any amendment to any other  provision of this  Agreement or to any security
     or other agreement, guaranty or indemnity;

(iii)the making or absence  of, or delay in, any demand on any Loan Party or any
     other Person for payment;

(iv) the  enforcement  or the  absence  of,  or delay  in,  enforcement  of this
     Agreement or of any security or other  agreement,  guaranty or indemnity or
     any failure to perfect the Security Interest in any Collateral;

(v)  the release of any such agreement, security, guaranty or indemnity;

(vi) the death, incapacity,  bankruptcy,  insolvency,  winding-up,  liquidation,
     dissolution,  merger, reorganization or similar event of or with respect to
     any Loan Party or any other Person;

(vii)the  illegality,  invalidity  or  unenforceability  of or any defect in any
     provision  of  this  Agreement  or  any  other  agreement  or  any  of  the
     obligations or of any other obligations of any l to the Lender or any other
     circumstance  which  might  otherwise   constitute  a  legal  or  equitable
     discharge of or defense to it; or

(viii) the  disallowance of all or a portion of the Lender's claim for repayment
     of any obligation of the Borrower or any Guarantor  hereunder any provision
     of the United States Bankruptcy Code, any successor  statute,  or any other
     law, rule or regulation.

     (c) The obligation of each  Guarantor  under (a) above are and shall remain
in full force and effect by way of continuing  security until this Agreement has
terminated and the Obligations have been indefeasibly paid in full. Furthermore,
those  obligations  are additional to, and not instead of, any security or other
agreement,  guaranty or  indemnity  at anytime  existing in favor of the Lender,
whether from the Borrower, a Guarantor or otherwise.  Each Guarantor irrevocably
waives all notices and demands whatsoever.

9.2. Additional Provisions

     (a) Each  Guarantor  unconditionally  and  irrevocabaly  further  agrees as
follows:

(i)  any sum expressed to be payable by the Borrower under this Agreement  which
     is for any reason  (whether or not now existing an whether or not now known
     or becoming known to any party in this Agreement) not recoverable from such
     Guarantor shall  nevertheless be recoverable from it as if it were the sole
     principal  debtor  and shall be paid by it to the  Lender  on demand  (such
     Guarantor's liability under this Agreement being liability for payment, and
     not collection); and

(ii) as a primary  obligation to indemnify the Lender  against any loss suffered
     by it as a result of any  Obligation  not being paid by the time and on the
     date specified in this  Agreement and otherwise in the manner  specified in
     this  Agreement  or any  Obligation  being or  becoming  void,  voidable or
     unenforceable  for any reason  (whether or not now  existing and whether or
     not now known or becoming known to any party to this Agreement), the amount
     of that loss being the amount of the Obligation not paid.

     (b) Each  Guarantor  acknowledges  that the  Lender is  entering  into this
Agreement,  and that all  transactions  by the Lender under this  Agreement  are
done, in reliance on the guaranty,  indemnities  and other  undertakings  on the
part of such Guarantor in this Agreement,  and that the Lender would not, in the
absence of such guaranty, indemnities and other undertakings on the part of such
Guarantor in this  Agreement,  enter into this Agreement with the Borrower or do
any transactions with or for the Borrower under this Agreement.

     (c) The Lender hereby gives notice to each Guarantor:

(i)  that by becoming  party to Agreement as a Guarantor,  and in  particular by
     giving the guaranty and  indemnities  in this Section 9 and/or by providing
     Collateral , such  Guarantor may become liable instead of or as well as the
     Borrower;

(ii) that such Guarantor's  obligations,  and in particular is obligations under
     such guaranty and  indemnities  and in respect of such Collateral , will be
     unlimited as to amount; and

(iii)that such  Guarantor  should in its own interests  seek  independent  legal
     advice before signing this Agreement as a Guarantor.

9.3. Pledgor

     Each Pledgor hereby unconditionally and irrevocably agrees:

     (a) The  assignment  of,  and the  grant of a  security  interest  in,  the
Collateral shall not be affected by reason of:

     (i)  any time, indulgence,  waiver or consent at any time given to any Loan
          Party or any other person;

     (ii) any amendment to any other provision of this Agreement or any security
          or other  agreement,  guaranty,  or any  security or other  agreement,
          guaranty or indemnity

     (iii)the  making or  absence  of, or delay in, any demand on any Loan Party
          or any other Person for payment;

     (iv) the  enforcement  or the absence of, or delay in,  enforcement of this
          Agreement or of any security or other agreement, guaranty or indemnity
          or any failure to perfect the Security Interest in any Collateral ;

     (v)  the release of any security or other agreement, guaranty or indemnity;

     (vi) the   death,   incapacity,    Bankruptcy,    insolvency,   winding-up,
          liquidation,  dissolution,  merger,  reorganization  or other  similar
          event of or with respect to any Loan Party or any other Person;

     (vii)the  illegality,  invalidity or  unenforceability  of or any defect in
          any provision of this Agreement or any security or other  agreement or
          any of the  Obligations or any other  obligations of any Loan Party or
          any other  circumstance  which might  otherwise  constitute a legal or
          equitable discharge of or defense to any Person; or

     (viii) the  disallowance  of all or a  portion  of the  Lender's  claim for
          repayment of any  Obligation of the Borrower or any  obligation of any
          Guarantor   hereunder   under  any  provision  of  the  United  States
          Bankruptcy  Code,  any  successor  statute,  or any other law, rule or
          regulation.

     (b) The  Security  Interest in the  Collateral  is and shall remain in full
force  and  effect  by way of  continuity  security  until  this  Agreement  has
terminated  and  the  Obligations  have  been   indefeasibility  paid  in  full.
Furthermore,  the  Obligations  are in  addition  to,  and not  instead  of, any
security or other agreement, guaranty or indemnity at any time existing in favor
of the Lender,  whether from the  Borrower,  any Loan Party or  otherwise.  Each
Pledgor irrevocably waives all notices and demands whatsoever.

     (c) Each  Pledgor  acknowledges  that the  Lender  is  entering  into  this
Agreement,  and that all  transactions  by the Lender under this  Agreement  are
done, in reliance on the agreements of the Pledgor in this  Agreement,  and that
the  Lender  would  not,  in the  absence  of such  agreements,  enter into this
Agreement  with the  Borrower or do any  transactions  with or for the  Borrower
under this Agreement.

     (d) The Lender hereby gives notice to each Pledgor:

     (i)  That  the   Obligations   under  this  Agreement  are  unlimited  and,
          accordingly,  an unlimited  amount of the Collateral may be applied in
          respect of such Obligations; and

     (ii) That much Pledgor  should in its own interest seek  independent  legal
          advice before signing this Agreement as a Pledgor.

10.  MISCELLANEOUS

10.1. Cost of Collection

     If the  Borrower  or any  Guarantor  fails to make any  payment  under this
Agreement  as and when  required,  the  Borrower  and each  Guarantor  must pay,
jointly  and  severally  and to the extent  permitted  by  applicable  law,  the
Lender's court and collection  costs,  including  reasonable fees (at all levels
and in any Bankruptcy  proceeding),  any cost incurred in the disposition of the
Collateral,  including  reasonable  legal  fees,  and,  if the  Obligations  are
referred for  collection to any attorney who is not an employee of the Lender or
one of its affiliates,  the Lender's reasonable legal fees (at all levels and in
any Bankruptcy proceeding). 10.2. Delay in Enforcement; No Waiver

     The Lender can  choose to delay or not to enforce  any of its rights  under
this Agreement without losing such rights. If the Lender chooses not to exercise
or enforce  any of its rights,  each Loan  Party,  agrees that the Lender is not
waiving  the right to  enforce  such  rights at a later time or any of its other
rights.  Any  waiver of the  Lender's  rights  under this  Agreement  must be in
writing.

10.3. Waivers

     To the extent  permitted  by  applicable  law,  each Loan Party  waives its
rights to require  the Lender (a) to demand  payments  of amounts  due (known as
"presentment"); (b) to give notice that amounts due have not been paid (known as
"notice  of  dishonor");   and  (c)  to  obtain  an  official  certification  of
non-payment (known as "protest").

10.4. Miscellaneous Indemnities

     The  Borrower  and each  Guarantor  shall on demand  jointly and  severally
indemnify the Lender against:

     (a)  any cost or increased cost in maintaining the Facility, the Securities
          Account, the Obligations, all or any part of any Advance, or any other
          amount  outstanding  under  this  Agreement  or any  reduction  in the
          effective  return to the Lender under this Agreement or in the rate of
          overall return on its capital below that which it would have been able
          to  achieve  but  for  its  entering  into or  giving  effect  to this
          Agreement,  in each case,  which,  in the Lender's  determination,  is
          sustained or incurred  directly or indirectly as a consequence  of, or
          of  compliance,  with,  any present or future law or regulation or any
          directive or the like  (whether or not having the force of law) of any
          government  or  other  regulatory  body or  authority  including  law,
          regulation,   directive  or  the  like  relating  to  reserve  assets,
          liquidity  or monetary  control or  affecting  the manner in which the
          Lender  allocates  capital  resources  to its  obligations  under this
          Agreement;

     (b)  any funding and any other cost,  expense or liability  (including loss
          of profit,  reasonable legal fees (at all levels and in any Bankruptcy
          proceeding,  and taxes) sustained or incurred the Lender (1) to render
          this  Agreement  (including  the Security  Interest)  enforceable  and
          admissible in connection with this  Agreement,  (2) in connection with
          the  administration  of, or in  protecting  or enforcing  the Lender's
          rights under, this Agreement and/or any amendment  thereto,  including
          any  Bankruptcy  proceeding,  (3) as a  result  of the  occurrence  or
          continuance of any Remedy Event (whether in connection with any act or
          thing done as set out in Section 8 or  otherwise),  or (4) as a result
          of the  receipt  or  recovery  by the  Lender of all or any part of an
          Advance  (other  than an Advance  interest on which is  calculated  by
          reference in Alternate  Rate) or an overdue sum otherwise  than on the
          last day of an  Interest  Period  applicable  to an Advance or, as the
          case may be, a period  selected by the Lender and  applicable  to that
          overdue sum; and

     (c)  any  stamp,  documentary,   registration  or  submit  tax  payable  in
          connection  with  this  Agreement,  any  Advance  or the  entry  into,
          registration, performance, enforcement or admissibility in evidence of
          this  Agreement  and/or  any such  amendment,  supplement  or  waiver,
          promptly  and in any event  before any  interest  or  penalty  becomes
          payable, together with any liability with respect to or resulting from
          any delay in paying or omission to pay any such tax.

10.5. Interpretation, etc.

     Whenever it appears herein, the phrase "in the Lender's  discretion" or "in
its discretion" shall be read as "in the Lender's sole and absolute discretion".
Whenever the context may require, the terms used in this agreement shall include
the singular or the plural and the  feminine,  masculine or neuter  gender shall
include each gender.

10.6. Successors and Assigns.

     (a) This  Agreement  shall be binding  upon and inure to the benefit of the
heirs,  successors and assigns of the parties to this Agreement.  The Lender may
assign at its sole option all or part of its rights,  obligations  and  remedies
under this Agreement.  Any assignee of Lender's rights and obligations  shall be
entitled to the full benefit of this  Agreement to the same extent as if it were
an  original  party  in  respect  of  the  rights  or  obligations  assigned  or
transferred to it. No Loan Party may assign its rights or obligations under this
Agreement.

     (b) The Lender may at any time change the office through which it is acting
for the  purpose  of this  Agreement  and may at any time  act for this  purpose
through more than one office.

     (c) The Lender may disclose to a potential  assignee or  transferee  or any
other Person who has entered or proposes to enter into contractual  arrangements
with the Lender in relation to or concerning  this  Agreement  such  information
about any Loan Party and this Agreement as it may deem appropriate.

10.7. Amendments

     No  amendment  or  waiver  of any  provision  of this  Agreement  shall  be
effective  unless the same shall be in writing  and signed by the Lender and the
Borrower;  provided,  however,  any amendment to the  provisions of Section 9 of
this Agreement requires the signature of the guarantors or the Pledgors,  as the
case my be. Any waiver shall be effective only in the specific  instance and for
the specific purpose for which given.

10.8. Headings

     The heading of each provision of this Agreement is for descriptive purposes
only and  shall  not be  deemed  to  modify  or  qualify  any of the  rights  or
obligations described in each such provision.

10.9. Joint and Several Liability

     If the Borrower  consists of more than one Person  (each a  "Co-Borrower"),
references  herein to "the Borrower" shall be read as "each  Co-Borrower",  "all
Co-Borrowers",  or "any or all Co-Borrowers",  jointly and severally,  whichever
reading  maximizes the Lender's rights and the  Co-Borrower's  obligations under
this  Agreement.  Al  Co-Borrowers  and,  if  more  than  one,  all  Guarantors'
Obligations hereunder shall be joint and several.

10.10. Severability

     If any provisions of this Agreement is held to be invalid, illegal; void or
unenforceable,  by reason of any law, rule,  administrative order or judicial or
arbitral  decision,  such  determination  shall not affect the  validity  of the
remaining provisions of this Agreement.

10.11. Entire Agreement

     This Agreement constitutes the entire agreement among the Loan Parties, the
lender and MLPF&S  regarding the matters  contemplated  by this  Agreement,  and
supersedes any and all prior agreements (whether written or oral).

10.12. Acknowledgment Regarding Perfection

     MLPF&S,  by its signature below,  acknowledges the Security Interest of the
lender in the  Securities  Account  and  agrees to take any action  required  to
maintain the Security Interest and perfection thereof.

10.13. Returned Payment

     To the extent the Lender or MLPF&S receives any payment with respect to the
Obligations, the facility or this Agreement, and all or any part of such payment
is  subsequently  invalidated,  declared to be fraudulent or  preferential,  set
aside or  required  to be  repaid  by the  Lender  or  MLPF&S  or paid over to a
trustee,  receiver or any other  entity,  whether  under any  Bankruptcy  law or
otherwise  (any  such  payment  is  hereinafter,  referred  to  as  a  "Returned
Payment"),  then this  Agreement  shall  continue  to be  effective  or shall be
reinstated,  as the case may be, to the extent of such  payment or  repayment by
the Lender o MLPF&S,  and,  the  indebtedness  or part  thereof  intended  to be
satisfied by such Returned  Payment shall be revived and continued in full force
and effect as if said Returned Payment had not been made.

10.14. Effectiveness Upon Acceptance by Lender and MLPF&S

     This Agreement will become  effective only after each Loan Party has signed
this Agreement in the space provided below and the Lender and MLPF&S have signed
this Agreement in the spaces provided below  indicating their acceptance of this
Agreement.

10.15. Notices

     Except as otherwise  provided in this  Section  10.15,  all  communications
hereunder shall be in writing and delivered or mailed by registered or certified
mail or  overnight  carrier or by  telecopy.  Statements,  notices and all other
communications  to the Borrower or other  guarantor  will be sent to the address
set  forth on the  signature  page  below  or to such  other  address  as may be
designated in a written notice  delivered in the manner  provided  herein.  Each
Loan Party,  agrees to send  correspondence  to the Lender at such address as is
provided  by the  Lender  from time to time.  Unless the  Lender  shall  require
requests under Section 2.1(b) or 2.2(b) to be in writing, such requests shall be
given by the  Borrower  to the Lender  verbally.  The  Lender  shall send to the
Borrower written  confirmation of any such notice.  If the Bank has not received
written  notice from the  Borrower of any  exception  or  objection  to any such
confirmation  within  fifteen  (15)  days  of the  Borrower's  receipt  of  such
confirmation,  the Borrower  shall be deemed to have approved such  confirmation
and such confirmation shall be presumed  conclusively to be correct with respect
to all matters set forth therein.

10.16. Counterparts

     This  Agreement  may be executed in any number of  counterparts  and by the
different parties hereto on separate  counterparts,  each which when so executed
and delivered shall be an original,  but all of which shall together  constitute
one and the same instrument.

10.17. Arbitration with MLPF&S

     EACH LOAN PARTY UNDERSTAND AND EACH LOAN PARTY AND MLPF&S AGREE THAT:

     (A) ARBITRATION S FINAL AND BINDING ON THE PARTIES.

     (B) EACH LOAN PARTY,  EACH  PLEDGOR  AND MLPF&S ARE WAIVING  THEIR RIGHT TO
SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL.

     (C) PRE-ARBITRATION  DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.

     (D) THE  ARBITRATOR'S  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL  REASONING  AND ANY  PARTY'S  RIGHT TO  APPEAL OR TO SEEK  MODFICATION  OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.

     (E)  THE  PANEL  OF  ARBITRATORS  WILL  TYPICALLY  INCLUDE  A  MINORITY  OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

     EACH LOAN PARTY  HEREBY  AGREES TO HOLD  HARMLESS  MLPF&S,  ITS  AFFILIATES
(EXCLUDING THE LENDER), AND ITS EMPLOYEES FROM ANY AND ALL CLAIMS,  LIABILITIES,
AND/OR DAMAGES, IN ANY WAY RELATED TO, OR ARISING OUT OF, OR IN CONNECTION WITH,
EACH LOAN PARTY'S AND EACH  PLEDGOR'S  GRANTING OF THE SECURITY  INTEREST OR THE
LENDER'S  EXERCISE  OF RIGHTS  UNDER  THIS  AGREEMENT,  INCLUDING  ANY ACTION OR
INACTION  BY  MLPF&S  IN  FOLLOWING  THE  LENDER'S  INSTRUCTIONS  REGARDING  THE
SECURITIES ACCOUNT IN ACCORDANCE WITH THIS AGREEMENT.

     EACH LOAN PARTY AGREES THAT ALL CONTROVERSIES WHCH MAY ARISE BETWEEN MLPF&S
AND SUCH LOAN PARTY CONCERNING THE SECURITIES ACCOUNT, INCLUDING BUT NOT LIMITED
TO THOSE INVOLVING ANY TRANSACTION OR THE CONSTRUCTION,  PERFORMANCE,  OR BREACH
OF THIS  AGREEMENT  OR ANY OTHER  AGREEMENT  BETWEEN  MLPF&S AND SUCH LOAN PARTY
WHETHER  ENTERED  INTO PRIOR TO, ON OR  SUBSEQUENT  TO THE DATE HEREOF  SHALL BE
DETERMINED  BY  ARBITRATION.  ANY  ARBITRATION  UNDER  THIS  AGREEMENT  SHALL BE
CONDUCTED ONLY BEFORE THE NEW YORK STOCK  EXCHANGE,  INC.,  THE AMERICAN  STORCK
EXCHANGE,  INC., OR AN ARBITRATION FACILITY PROVIDED BY ANY OTHER EXCHANGE,  THE
NATIONAL  ASSOCIATION OF SECURITIES DEALERS,  INC., OR THE MUNICIPAL  SECURITIES
RULEMAKING  BOARD,  AND IN ACCORDANCE WITH ITS ARBITRATION  RULES THEN IN FORCE.
EACH LOAN PARTY MAY ELECT IN THE FIRST  INSTANCE  WHETHER  ARBITRATION  SHALL BE
CONDUCTED BEFORE THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE,
INC., OTHER EXCHANGES THE NATIONAL  ASSOCIATION OF SECURITIES DEALERS,  IN.C, OR
THE MUNICIPAL SECURITIES  RULEMAKING BOARD, BUT IF SUCH LOAN PARTY FAILS TO MAKE
SUCH ELECTION,  BY REGISTERED LETTER OR TELEGRAM  ADDRESSED TO MLPF&S IN CARE OF
THE  LENDER,  BEFORE  THE  EXPIRATION  OF FIVE DAYS  AFTER  RECEIPT OF A WRITTEN
REQUEST FROM MLPF&S TO MAKE SUCH  ELECTION,  THEN MLPF&S MAY MAKE SUCH ELECTION.
JUDGMENT UPON THE AWARD OF THE ARBITRATORS MAY BE ENTERED IN ANY COURT, STATE OR
FEDERAL, HAVING JURISDICTION.

     NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED  CLASS ACTION TO ARBITRATION,
NOR SEEK TO ENFORCE ANY PRE-DISPUTE  ARBITRATION AGREMENT AGAINST ANY PERSON WHO
HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE
CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS  ENCOMPASSED
BY THE PUTATIVE CLASS ACTION UNTIL:

     (I)  THE CLASS CERTIFICATION IS DENIED;

     (II) THE CLASS IS DECERTIFIED; OR

     (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT.

     SUCH  FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE
A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

     EACH LOAN PARTY HEREBY  ACKNOWLEDGES THAT THIS SECTION 10.17 APPLIES SOLELY
TO  TRANSACTIONS  BETWEEN  MLPF&S  AND THE LOAN  PARTIES IN  CONNECTIN  WITH THE
SECURITIES ACCOUNT AND THAT THIS SECTION 10.17 DOES NOT OTHERWISE PERTAIN TO THE
FACILITY, THE LOAN OR THE ADVANCES MADE HEREUNDER.

10.18. GOVERNING LAW

     THIS AGREEMENT IN ALL RESPECTS SHALL BE GOVERENED BY AND INTERPRETED  UNDER
THE  LAWS OF THE  STATE  OF NEW  YORK  APPLICABLE  TO  CONTRACTS  MADE AND TO BE
PERFORMED  WHOLLY  WITHIN  SUCH  STATE  WITHOUT  REGARD TO ANY  CONFLICT  OF LAW
PROVIDION THEREOF THAT MIGHT PREVENT THE OEPRATION OF THIS SECTION 10.18.

10.19. WAIVER OF JURY TRIAL

     EXCEPT TO THE EXTENT  PROHOBITETD BY APPLICABLE LAW WHICH CANNOT BE WAIVED,
EACH LOAN PARTY HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT  (WHETHER AS
PLAINTIFF,  DEFENDANT OR OTHWERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN
RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR
BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE WHEHTER NOW
EXISTING OR HEREAFTER  ARISING OR HETHER IN CONTRACT OR TORT O  OTHERWISE.  EACH
LOAN  PARTY  ACKNOWLEDGES  THAT IT HAS  BEEN  INFORMED  BY THE  LENDER  THAT THE
PROVISIONS  OF THIS  SECTION  CONSTITUTE  A MATERIAL  INDUCEMENT  UPON WHICH THE
LENDER HAS RELIED,  IS RELYING AND WILL RELY IN ENTERING  INTO THIS AGREMENT AND
ANY DOCUMENT  RELATED  THERETO.  THE LENDER MAY FILE AN ORIGINAL  COUNTERPART OF
THIS SECTION WITH ANY COURT AS WRITTEN EIVDENE OF THE CONSENT OF ANY LOAN PARTY,
AS THE CASE MAY BE, TO THE WAIVER OF ITS RIGHTS TO TRIAL BY JURY.

10.20. SUBMISSION TO JURISDICITION

     EACH LOAN PARTY (EACH,  A "SUBMITTING  PARTY") HEREBY  IRREVOCABLY  SUBMITS
ITSELF TOT HE  JURISDICTION  OF THE STATE COURTS OF THE STATE OF NEW YORK IN NEW
YORIK COUNTY AND TO THE  JURISDICTION  OF THE UNED STATES DISTRICT COURT FOR THE
SOUTHERN  DISTRICT  OF NEW YORK FOR THE  PURPOSES  OF ANY SUIT,  ACTION OR OTHER
PROCEEIDNG  ARISING OUT OF OR BASED UPON THIS  AGREEMENT  OR THE SUBJECT  MATTER
HEREOF BROGHT BY THE LENDER OR ITS SUCCESSORS OR ASSIGNS. EACH SUBMITTING PARTY,
TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, (A) HEREBY WAIVES AND AGREES NOT TO
ASSERT, BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY CUSH SUIT, ACTION OR
PROCEEDING,  ANY CLAIM THAT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE
ABOVE-NAMED  COURTS,  THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM  ATTACHMENT  OR
EXECUTION,  THAT THE SUIT,  ACTION OR PROCEEDING  IS BROUGHT IN AN  INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS
AGREMENT OR THE SUBJECT  MATTER  HEREOF  MAYNOT BE ENFORCED IN OR BY SUCH COURT,
AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY SUCH SUIT, ACTION OR PROCEEDING
ANY OFFSET OR  COUNTERCLAIM,  EXCEPT  COUNTERCLAIMS  THAT ARE  COMPULSORY.  EACH
SUBMITTING  PARTY  AGREES THAT ITS  SUBMISSION  TO  JURISDICTION  AND CONSENT TO
SERVICE OR PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDER.  FINAL
JUDGMENT AGAINST A SUBMITTING PARTY IN ANY SUCH SUIT, ACTION OR PROCEEDING SHALL
BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION
OR  PROCEEDING  ON THE  JUDGMENT,  A  CERTIFIED  OR TRUE COPY OF WHICH  SHALL BE
CONCLUSIVE  EVIDENCE  OF THE  FACT  AND OF THE  AMOUNT  OF THE  INDEBTEDNESS  OR
LIABILITYOF  SUCH  SUBMITTING  PARTY OR (Y) IN ANY OTHER  MANNER  PROVIDED BY OR
PURSUANT  TO THE LAWS OF SUCH OTHER  JURISDICTION;  PROVIDED  HOWEVER,  THAT THE
LENDER MAY AT ITS OPTION  BRING SUIT OR  INSTITUTE  OTHER  JUDICIAL  PROCEEDINGS
AGAINST A SUBMITTING PARTY OR ANY OF ITS ASSETS IN ANY STATE OR FEDERAL COURT OF
THE UNIED STATES OR OF ANY COUNTRY OR PLACE WHERE SUCH SUBMITTING  PARTY OR SUCH
ASSETS MAY BE FOUND.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first written above.

     This  Agreement  contains a  pre-dispute  arbitration  provision  regarding
disputes with MLPF&S in Section 10.17, hereof.

MAXIMUM AMOUNT             :                $8,200,000

MINIMUM ADVANCE AMOUNT     :                $  100,000

FACILITY FEE PERCENTAGE    :                0%

SPREAD                     :                Libor = 0.75%


                   [Reminder of page intentionally left blank)


<PAGE>

Borrower

a.   Name (if entity,  please provide legal name as it appears in organizational
     documents, e.g., certificate of incorporation, partnership agreement);

     TransCor Waste Services, Inc.

b.   Trade name (if different);

c.   Print address of primary  residence (if individual),  or principal place of
     business and, if different, chief executive offices (if entity):

     1502 East 2nd Avenue, Tampa, FL 33605-5006

d.   Signature   /s/ JOSEPH M. WILLIAMS
                 -----------------------------
                 Joseph M. Williams

     Date:       2/22/99
                 -----------------------------

     Witness     /s/ JEAN C. BURNS
                 -----------------------------
                 Jean C. Burns

     Print Name  2/22/99
                 -----------------------------

     Date
                 -----------------------------

Borrower

a.   Name (if entity,  please provide legal name as it appears in organizational
     documents, e.g., certificate of incorporation, partnership agreement);

b.   Trade name (if different): N/A

c.   Print address of primary  residence (if individual),  or principal place of
     business and, if different, chief executive offices (if entity):

d.   Signature
                 -----------------------------

     Date:
                 -----------------------------

     Witness
                 -----------------------------

     Print Name
                 -----------------------------

     Date
                 -----------------------------


<PAGE>

                 NOTICE TO GUARANTORS WHO ARE NOT ALSO BORROWERS

You are being asked to guarantee the Borrower's debt. Think carefully before you
do. If the  Borrower  does not pay the  debt,  you will have to. Be sure you can
afford to pay if you have to, and that you want to accept  this  responsibility.
You may have to pay up to the full amount of the debt if the  Borrower  does not
pay. You may also have to pay late fees or collection costs, which increase this
amount.  The Lender  can  collect  this debt from you  without  first  trying to
collect  from the  Borrower.  The  Lender  can use the same  collection  methods
against you that can be used against the Borrower, such as suing you, garnishing
your wages,  liquidating your Collateral,  etc. If this debt is ever in default,
that fact may become a part of your credit record.

GUARANTOR

a.   Name (if entity,  please provide legal name as it appears in organizational
     documents, e.g., certificate of incorporation, partnership agreement):

b.   Trade name (if different):

c.   Print address of primary  residence (if individual),  or principal place of
     business and, if different, chief executive offices (if entity);

d.   Signature
                 -----------------------------

     Date:
                 -----------------------------

     Witness
                 -----------------------------

     Print Name
                 -----------------------------

     Date
                 -----------------------------

GUARANTOR

a.   Name (if entity,  please provide legal name as it appears in organizational
     documents, e.g., certificate of incorporation, partnership agreement):

b.   Trade name (if different);

c.   Print address of primary  residence (if individual),  or principal place of
     business and, if different, chief executive offices (if entity):

d.   Signature
                 -----------------------------

     Date:
                 -----------------------------

     Witness
                 -----------------------------

     Print Name
                 -----------------------------

     Date
                 -----------------------------

                  [Remainder of page intentionally left blank.]


<PAGE>

PLEDGOR

a.   Name (if entity,  please provide legal name as it appears in organizational
     documents, e.g., certificate of incorporation, partnership agreement):

b.   Trade name (if different);

c.   Print address of primary  residence (if individual),  or principal place of
     business and, if different, chief executive offices (if entity);

d.   Signature
                 -----------------------------

     Date:
                 -----------------------------

     Witness
                 -----------------------------

     Print Name
                 -----------------------------

     Date
                 -----------------------------


PLEDGOR

a.   Name (if entity,  please provide legal name as it appears in organizational
     documents, e.g., certificate of incorporation, partnership agreement):

b.   Trade name (if different);

c.   Print address of primary  residence (if individual),  or principal place of
     business and, if different, chief executive offices (if entity);

d.   Signature
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     Date:
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     Witness
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     Print Name
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     Date
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