<PAGE>

   EXHIBIT 4.4


          SENIOR SUBORDINATED CREDIT AGREEMENT

                       dated as of

                    January 31, 2000


                          among

               BIO-RAD LABORATORIES, INC.,
                       as Company,


                THE LENDERS named herein


                           and


            UBS AG, STAMFORD BRANCH, as Agent

<PAGE>

                   TABLE OF CONTENTS

                                                            Page

SECTION 1.  DEFINITIONS                                      1
     1.1  Certain Defined Terms                              1
     1.2  Accounting Terms                                  28
     1.3  Other Definitional Provisions; Anniversaries      28

SECTION 2.AMOUNT AND TERMS OF LOAN COMMITMENT AND
            LOANS; NOTES                                    28
     2.1  Bridge Loan and Bridge Note                       28
     2.2  Rollover Bridge Loan and Rollover Bridge Note     30
     2.3  Interest on the Notes                             32
     2.4  Fees                                              33
     2.5  Prepayments and Payments                          33
     2.6  Use of Proceeds                                   37
     2.7  Interest Rate Unascertainable, Increased Costs,
          Illegality                                        37
     2.8  Funding Losses.                                   39
     2.9  Increased Capital                                 39
     2.10 Taxes                                             40

SECTION 3.  CONDITIONS                                      42
     3.1  Conditions to Bridge Loan                         42
     3.2  Conditions to Rollover Bridge Loan                47

SECTION 4.  REPRESENTATIONS AND WARRANTIES
          OF THE COMPANY                                    48
     4.1  Existence and Standing                            48
     4.2  Authorization and Validity                        49
     4.3  No Conflict; Government Consent                   49
     4.4  Financial Statements                              50
     4.5  Material Adverse Change                           51
     4.6  Taxes                                             51
     4.7  Litigation and Contingent Obligations             51
     4.8  Subsidiaries                                      51
     4.9  ERISA                                             52
     4.10 Accuracy of Information                           52
     4.11 Regulation U                                      52

                                i

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     4.12 Material Agreements                               52
     4.13 Compliance With Laws                              52
     4.14 Ownership of Properties                           53
     4.15 Plan Assets; Prohibited Transactions              53
     4.16 Environmental Matters                             53
     4.17 Investment Company Act                            54
     4.18 Public Utility Holding Company Act                54
     4.19 Year 2000                                         54
     4.20 Post-Retirement Benefits                          54
     4.21 Insurance                                         54
     4.22 Solvency                                          55
     4.23 Termination of June 1999 Engagement Letter        55

SECTION 4A.   REPRESENTATIONS AND WARRANTIES
             OF THE LENDERS                                 55
     4A.1  Accredited Investor                              56
     4A.2  Knowledge and Experience                         56
     4A.3  Source of Funds                                  56

SECTION 5.    AFFIRMATIVE COVENANTS                         56
     5.1  Financial Reporting                               56
     5.2  Use of Proceeds                                   58
     5.3  Notice of Default                                 58
     5.4  Conduct of Business                               58
     5.5  Taxes                                             59
     5.6  Insurance                                         59
     5.7  Compliance with Laws                              59
     5.8  Maintenance of Properties                         60
     5.9  Inspection                                        60
     5.10 Year 2000                                         60
     5.11 Additional Guarantors                             60
     5.12 Exchange of Rollover Bridge Notes                 61
     5.13 Permanent Securities                              62
     5.14 Lenders Meeting                                   62
     5.15 Note Documents                                    63
     5.16 Syndication                                       63



                              ii

<PAGE>

SECTION 6. NEGATIVE COVENANTS                               64
     6.1  Dividends                                         64
     6.2  Indebtedness                                      64
     6.3  Merger                                            66
     6.4  Sale of Assets                                    66
     6.5  Investments and Acquisitions                      66
     6.6  Liens                                             67
     6.7  Capital Expenditures                              69
     6.8  Limitation on Dividend and Other Payment
          Restrictions
          Affecting Subsidiaries                            70
     6.9  Affiliates                                        71
     6.10 Unfunded Liabilities                              72
     6.11 Intentionally Omitted.                            72
     6.12 Sale and Leaseback Transactions                   72
     6.13 Contingent Obligations                            72
     6.14 Financial Contracts                               72
     6.15 Refinancing of the Loans in Part                  73
     6.16 Senior Subordinated Indebtedness                  73
     6.17 Leverage Ratio                                    73

SECTION 7.   EVENTS OF DEFAULT                              73
     7.1  Events of Default                                 74
     7.2  Acceleration                                      77

SECTION 8.  SUBORDINATION                                   77
     8.1  Obligations Subordinated to Senior Debt of the
          Company                                           77
     8.2  Priority and Payment Over of Proceeds in
          Certain Events                                    78
     8.3  Payments May Be Paid Prior to Dissolution         80
     8.4  Rights of Holders of Senior Debt of the Company
          Not To Be Impaired                                81
     8.5  Subrogation                                       81
     8.6  Obligations of the Company Unconditional          82
     8.7  Lenders Authorize Agent To Effectuate
          Subordination                                     83

SECTION 9.  THE AGENT                                       83
     9.1  Appointment                                       83
     9.2  Delegation of Duties                              84

                              iii

<PAGE>


     9.3  Exculpatory Provisions                            84
     9.4  Reliance by Agent                                 85
     9.5  Notice of Default                                 85
     9.6  Non-Reliance on Agent and Other Lenders           86
     9.7  Indemnification                                   86
     9.8  Agent in Its Individual Capacity                  87
     9.9  Resignation of the Agent; Successor Agent         87

SECTION 10.  GUARANTEE                                      88
     10.1 Unconditional Guarantee                           88
     10.2 Subordination of Guarantee                        89
     10.3 Severability                                      89
     10.4 Release of a Guarantor                            89
     10.5 Limitation of Guarantor's Liability               90
     10.6 Guarantors May Consolidate, etc., on Certain
          Terms                                             90
     10.7 Contribution                                      91
     10.8 Waiver of Subrogation                             91
     10.9 Evidence of Guarantee                             92
     10.10 Waiver of Stay, Extension or Usury Laws          92

SECTION 11.  SUBORDINATION OF GUARANTEE OBLIGATIONS         93
     11.1 Guarantee Obligations Subordinated to Guarantor
          Senior Debt                                       93
     11.2 Priority and Payment Over of Proceeds in
          Certain Events                                    93
     11.3 Payments May Be Paid Prior to Dissolution         96
     11.4 Rights of Holders of Guarantor Senior Debt Not
          To Be Impaired                                    96
     11.5 Subrogation                                       97
     11.6 Obligations of the Guarantors Unconditional       98
     11.7 Lenders Authorize Agent To Effectuate
          Subordination                                     98

SECTION 12. MISCELLANEOUS                                   99
     12.1 Participations in and Assignments of Loans and
          Notes                                             99
     12.2 Expenses                                         100
     12.3 Indemnity                                        101
     12.4 Setoff                                           102
     12.5 Amendments and Waivers                           102
     12.6 Independence of Covenants                        103
     12.7 Entirety                                         104


                              iv
<PAGE>

     12.8 Notices                                          104
     12.9 Survival of Warranties and Certain Agreements    104
     12.10 Failure or Indulgence Not Waiver;
           Remedies Cumulative                             105
     12.11 Severability                                    105
     12.12 Headings                                        105
     12.13 Applicable Law                                  105
     12.14 Successors and Assigns; Subsequent
            Holders of Notes                               105
     12.15 Counterparts; Effectiveness                     106
     12.16 Consent to Jurisdiction; Venue; Waiver of
           Jury Trial                                      106
     12.17 Payments Pro Rata                               107
     12.18 Waiver of Stay, Extension or Usury Laws         108
     12.19 Confidentiality                                 108
     12.20 Register                                        109


                              v
<PAGE>


ANNEX I        Lending Offices

SCHEDULES

Schedule 4.4        Pro Forma Financial Statements
Schedule 4.7        Litigation
Schedule 4.8        Subsidiaries
Schedule 4.21       Insurance
Schedule 6.2        Indebtedness
Schedule 6.5        Investments
Schedule 6.6        Liens

EXHIBITS

I    FORM OF BRIDGE NOTE
II   FORM OF ROLLOVER BRIDGE NOTE
III  FORM OF COMPLIANCE CERTIFICATE
IV-A FORM OF NOTICE OF BORROWING
IV-B FORM OF ROLLOVER NOTICE
V    FORM OF OPINION OF LATHAM & WATKINS - COUNSEL FOR
     THE COMPANY
VI   FORM OF NOTATION ON NOTE RELATING TO GUARANTEES


                              vi
<PAGE>

          This Senior Subordinated Credit Agreement is
dated as of January 31, 2000, and entered into by and
between Bio-Rad Laboratories, Inc., a Delaware
corporation (the "Company"), the Lenders named on the
signature pages hereto (the "Lenders"), and UBS AG,
Stamford Branch ("UBS"), as agent for the Lenders (in
such capacity, the "Agent").


                        RECITALS

          WHEREAS, the Company has entered into that
certain Senior Subordinated Credit Agreement dated as of
September 30, 1999, among the Company, the lenders party
thereto and Banc One Capital Markets, Inc., as agent for
the lenders (as amended to date, the "Existing Bridge
Agreement");

          WHEREAS, the Company desires to refinance the
Existing Bridge Agreement with the proceeds of borrowings
under a new senior subordinated credit facility;

          WHEREAS, the Lenders have agreed to extend
credit to the Company under the terms and conditions set
forth herein;

          NOW, THEREFORE, in consideration of the
premises and the agreements, provisions and covenants
herein contained, the parties hereby agree as follows:

SECTION 1.     DEFINITIONS

          1.1  Certain Defined Terms.  The following terms used in
this Agreement shall have the following meanings:

          "AAI" means ABN AMRO INCORPORATED.

          "Acquired Business" is defined in the
definition of "PSD Acquisition."


                             1

<PAGE>


          "Acquired Indebtedness" means Indebtedness of a
Person existing at the time such Person becomes a
Subsidiary or is merged or consolidated into the Company
or one of its Subsidiaries.

          "Acquisition" means any transaction, or any
series of related transactions, consummated on or after
the date of this Agreement, by which the Company or any
of its Subsidiaries (i) acquires any going business or
all or substantially all of the assets of any firm,
corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one
transaction or as the most recent transaction in a series
of transactions) at least a majority (in number of votes)
of the securities of a corporation which have ordinary
voting power for the election of directors (other than
securities having such power only by reason of the
happening of a contingency) or a majority (by percentage
of voting power) of the outstanding ownership  interests
of a partnership or limited liability company.

          "Adjusted Net Assets" shall have the meaning
provided in Section 10.7.

          "Affiliate" of any Person means any other
Person directly or indirectly controlling, controlled by
or under common control with such Person.  A Person shall
be deemed to control another Person if the controlling
Person owns 20% or more of any class of voting securities
(or other ownership interests) of the controlled Person
or possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies of
the controlled Person, whether through ownership of
stock, by contract or otherwise.  Any member of the
Schwartz Group shall be deemed to be an Affiliate of the
Company.

          "Agent" has the meaning ascribed to such term
in the introduction to this Agreement.

          "Agreement" means this Senior Subordinated
Credit Agreement dated as of January 31, 2000, as it may
be amended, supplemented, restated or otherwise modified
from time to time in accordance with the terms hereof.

          "Agreement Accounting Principles" means
generally accepted accounting principles as in effect
from time to time.


                             2
<PAGE>


          "Applicable Margin" means, with respect to the
Bridge Loan, 7% for the period from and including the
Closing Date and to but excluding July 31, 2000, and for
each Interest Period beginning on or after July 31, 2000,
the Applicable Margin in effect for the immediately
preceding Interest Period plus 0.50%.

          "Applicable Treasury Rate" means, with respect
to the date to which such Applicable Treasury Rate
relates, the average of the annual yield rate of the
three most actively traded U.S. Treasury securities
having a remaining duration to maturity closest to
maturity of the Rollover Bridge Loan as such rate is
published under "Treasury Constant Maturities" in Federal
Reserve Statistical Release H.15(519).

          "Asset Sale" means, with respect to any Person,
the sale, conveyance, disposition or other transfer by
such Person of any of its assets (including by way of a
sale-leaseback transaction and including the sale or
other transfer of any of the Equity Interests of any
Subsidiary of such Person), other than the sale of
inventory in the ordinary course of business and of
obsolete or worn-out property in the ordinary course of
business, the exchange or trade-in of equipment and other
assets for replacement assets and the granting of a
nonexclusive license.  "Asset Sale" shall not include (i)
any casualty to or condemnation of Property to which
Section 6.6 of the Senior Secured Credit Agreement
applies, whether the proceeds thereof are Excluded
Proceeds (as defined in the Senior Secured Credit
Agreement) or otherwise, or (ii) the sale, conveyance,
disposition or other transfer by a Foreign Subsidiary of
any of its assets to the extent that the Net Cash
Proceeds thereof are invested in assets or Property
(other than Cash Equivalent Investments) in any Foreign
Subsidiary's business within twelve months after such
sale, conveyance disposition or other transfer.

          "Bankruptcy Law" means Title 11 of the United
States Code entitled "Bankruptcy", as now and hereafter
in effect, or any successor statute or any other United
States federal, state or local law or the law of any
other jurisdiction relating to bankruptcy, insolvency,
winding up, liquidation, reorganization  or relief of
debtors, whether in effect on the date hereof or
hereafter.

          "Board of Directors" means, as to any Person,
the board of directors of such Person or any duly
authorized committee of that Board.


                             3
<PAGE>


          "Board Resolution" means, with respect to any
Person, a copy of a resolution certified by the Secretary
or an Assistant Secretary of such Person to have been
duly adopted by the Board of Directors of such Person and
to be in full force and effect on the date of such
certification.

          "Bridge Loan" means, collectively, the loans
made by the Lenders pursuant to Section 2.1(a) and shall
include any Junior Securities and PIK Interest Amount.

          "Bridge Loan Commitment" means the commitment
of the Lenders to make the Bridge Loan as set forth in
Section 2.1(a).

          "Bridge Notes" has the meaning ascribed to such
term in Section 2.1(d).

          "Bridge Payment Date" has the meaning ascribed
to such term in Section 2.3(b).

          "Business Day" means any day excluding
Saturday, Sunday and any day which is a legal holiday
under the laws of New York or is a day on which banking
institutions therein located are authorized or required
by law or other governmental action to close.

          "Capital Expenditures" means, without
duplication, any expenditures for any purchase or other
acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of
the Company and its Subsidiaries prepared in accordance
with Agreement Accounting Principles, excluding (i) the
trade-in value of equipment or other assets exchanged for
replacement assets, (ii) expenditures of insurance
proceeds to rebuild or replace any asset after a casualty
loss and (iii) Permitted Acquisitions.

          "Capitalized Lease" of a Person means any lease
of Property by such Person as lessee which would be
capitalized on a balance sheet of such Person prepared in
accordance with Agreement Accounting Principles.

          "Capitalized Lease Obligations" of a Person
means the amount of the obligations of such Person under
Capitalized Leases which would be shown as a


                             4
<PAGE>

liability on
a balance sheet of such Person prepared in accordance
with Agreement Accounting Principles.

          "Cash Equivalent Investments" means (i) direct
obligations issued or fully guaranteed by the United
States of America or issued by any agency thereof and
backed by the full faith and credit of the United States,
in each case maturing within one year from the date of
acquisition thereof, (ii) commercial paper rated A-1
or better by S&P or P-1 or better by Moody's, (iii) demand
deposit accounts maintained in the ordinary course of
business, (iv) certificates of deposit issued by and time
deposits with commercial banks (whether domestic or
foreign) having capital and surplus in excess of
$100,000,000 and (v) mutual funds that invest solely in
one or more of the types of investments described in
clauses (i)-(iv) above; provided in each case that the
same provides for payment of both principal and interest
(and not principal alone or interest alone) and is not
subject to any contingency regarding the payment of
principal or interest.

          "Change in Control" means:

          (i)  any merger or consolidation of the Company
with or into any Person or any sale, transfer or other
conveyance, whether direct or indirect, of all or
substantially all of the Company's assets, on a
consolidated basis, in one transaction or a series of
related transactions, if, immediately after giving effect
to such transaction(s), either (x) any "person" or
"group" (other than a member of the Schwartz Group) is or
becomes the "beneficial owner," directly or indirectly,
of more than 40% of the Voting Equity Interests of the
transferee(s) or surviving entity or entities, and the
Schwartz Group shall cease to own beneficially at least a
greater percentage of the Voting Equity Interests of the
transferee(s) or surviving entity or entities or (y) the
Schwartz Group shall cease to own beneficially (A) 30% of
the Voting Equity Interests of such transferee(s) or
surviving entity or entities or (B) a greater percentage
of the Voting Equity Interests of such transferee(s) or
surviving entity or entities than any other person or
group, whichever is less;

          (ii)  any "person" or "group" (other than a
member of the Schwartz Group) is or becomes the
"beneficial owner," directly or indirectly, of more than
40% of the Company's Voting Equity Interests, and the
Schwartz Group shall cease to own beneficially at least a
greater percentage of the Company's Voting Equity
Interests;

                             5
<PAGE>


          (iii)  the Continuing Directors cease for any
reason to constitute a majority of the Company's Board of
Directors then in office; or

          (iv)  the Company adopts a plan of liquidation
or dissolution.

          "Change of Control Offer" has the meaning
ascribed to such term in Section 2.5(d)(i).

          "Closing Date" means the date on or before
January 31, 2000 on which the initial Bridge Loan is made
and the conditions set forth in Section 3.1 are satisfied
or waived in accordance with Section 12.5.


          "Commitment Letter" means the letter agreement
dated January 24, 2000 among the Company, UBS, WDR and
ABN AMRO Bank N.V., as amended from time to time,
pursuant to which UBS and ABN AMRO Bank N.V. committed to
provide the Bridge Loan to the Company.

          "Common Stock" of any Person means any and all
shares, interests or other participations in, and other
equivalents (however designated and whether voting or non-
voting) of, such Person's common stock, whether
outstanding on the Closing Date or issued after the
Closing Date, and includes, without limitation, all
series and classes of such common stock.

          "Company" has the meaning ascribed to such term
in the introduction to this Agreement.

          "Consolidated EBITDA" means, with reference to
any period, Consolidated Net Income for such period plus,
to the extent deducted from revenues in determining
Consolidated Net Income (without duplication), (i)
Consolidated Interest Expense and all non-cash interest
expense, (ii) expense for income taxes paid or accrued,
(iii) depreciation, (iv) amortization, (v) extraordinary
losses incurred other than in the ordinary course of
business and losses from discontinued operations, (vi)
any extraordinary, unusual or non-recurring non-cash
expenses or non-cash losses, and (vii) non-recurring cash
charges, including any capitalized non-recurring cash
charges, taken on or prior to March 31, 2000 resulting
from severance, integration and other adjustments made as
a result of the PSD Acquisition (provided


                             6
<PAGE>

that the
amounts referred to in this clause (vii) shall not, in
the aggregate, exceed $25,000,000), and minus, to the
extent included in Consolidated Net Income, extraordinary
gains and gains from discontinued operations, all net of
tax, realized other than in the ordinary course of
business, all calculated for the Company and its
Subsidiaries on a consolidated basis for such period;
provided, that the items to be added to and subtracted
from Consolidated Net Income with respect to any Subsid
iary shall be added or subtracted only to the extent and
in the same proportions that (a) the net income of such
Subsidiary was included in the calculation of
Consolidated Net Income, if such Subsidiary is not a
Wholly-Owned Subsidiary and (b) the Consolidated EBITDA
of such Subsidiary (calculated as if such Subsidiary were
the "Company") is permitted to be paid or distributed as
a dividend, advance, loan or other distribution to the
Company.

          "Consolidated Funded Indebtedness" means at any
time, without duplication, the aggregate dollar amount of
(i) Indebtedness (other than Rate Management Obligations
and similar obligations under other Financial Contracts)
of the Company and its Subsidiaries which has actually
been funded and is outstandingat such time, whether or not
such amount is due and payable at such time, plus
(ii) undrawn amounts available under standby letters of
credit, all calculated on a consolidated basis as of such
time.

          "Consolidated Interest Expense" means, with
reference to any period, the cash interest expense of the
Company and its Subsidiaries calculated on a consolidated
basis for such period.

          "Consolidated Net Income" means, with reference
to any period, the net income (or loss) of the Company
and its Subsidiaries calculated on a consolidated basis
for such period, provided that Consolidated Net Income
shall exclude the net income, if positive, of any of the
Company's consolidated Subsidiaries to the extent that
the declaration or payment of dividends or similar
distributions is not at the time permitted by operation
of the terms of its charter or by-laws or any other
agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to such
Subsidiary.

          "Contingent Obligation" of a Person means any
agreement, undertaking or arrangement by which such
Person assumes, guarantees, endorses, contingently agrees
to purchase or provide funds for the payment of, or
otherwise


                             7
<PAGE>

becomes or is contingently liable upon, the
Indebtedness of any other Person, or agrees to maintain
the net worth or working capital or other financial
condition of any other Person, or otherwise assures any
creditor of such other Person against loss, including,
without limitation, any comfort letter or material
take-or-pay contract.

          "Continuing Directors" means, during any period
of 12 consecutive months after the Closing Date,
individuals who at the beginning of any such 12-month
period constituted the Company's Board of Directors
(together with any new directors whose election by such
Board of Directors or whose nomination for election by
the Company's shareholders was approved by a vote of a
majority of the directors then still in office who were
either directors at the beginning of such period or whose
election or nomination for election was previously so
approved, including new directors designated in or
provided for in an agreement regarding the merger,
consolidation or sale, transfer or other conveyance, of
all or substantially all of the assets of the Company, if
such agreement was approved by a vote of such majority of
directors).

          "Controlled Group" means all members of a
controlled group of corporations or other business
entities and all trades or businesses (whether or not
incorporated) under common control which, together with
the Company or any of its Subsidiaries, are treated as a
single employer under Section 414 of the Internal Revenue
Code.

          "Default" means an event or condition the
occurrence of which is, or with the lapse of time or the
giving of notice or both would be, an Event of Default.

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

          "Domestic Lending Office" shall mean, as to any
Lender, the office of such Lender designated as such on
Annex I, or such other office designated by such Lender
from time to time by written notice to the Agent and the
Company.

          "Domestic Subsidiary" means a Subsidiary
organized under the laws of the United States of America,
any State thereof or the District of Columbia.


                             8
<PAGE>



          "Eligible Assignee" means (A) (i) a commercial
bank organized under the laws of the United States of
America or any state thereof; (ii) a savings and loan
association or savings bank organized under the laws of
the United States or any state thereof; (iii) a
commercial bank organized under the laws of any other
country or a political subdivision thereof; provided that
(x) such bank is acting through a branch or agency
located in the United States or (y) such bank is
organized under the laws of a country that is a member of
the Organization for Economic Cooperation and Development
or a political subdivision of such country; and (iv) any
other entity which is an "accredited investor" (as
defined in Regulation D under the Securities Act of 1933)
which extends credit or buys loans as one of its
businesses including, but not limited to, insurance
companies, mutual funds and lease financing companies, in
each case (under clauses (i) through (iv) above) that is
reasonably acceptable to the Agent and, so long as no
Event of Default exists, the Company; and (B) any Lender
and any Affiliate of any Lender.

          "Engagement Letter" means that engagement
letter, dated as of January 24, 2000, among the Company,
WDR and ABN AMRO Bank N.V.

          "Environmental Laws" means any and all federal,
state, local and foreign statutes, laws, judicial
decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits,
concessions, grants, franchises, licenses, agreements and
other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the
environment on human health, (iii) emissions, discharges
or releases of pollutants, contaminants, hazardous
substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling
of pollutants,contaminants, hazardous substances or
hazardous wastes or the clean-up or other remediation
thereof.

          "Equity Interests" means (i) in the case of a
corporation, common and preferred stock, (ii) in the case
of a limited liability company, association or business
entity, any and all shares, interests, participations,
ownership or voting rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a
partnership, partnership interests (whether general or
limited) and (iv) any other interest or participation
that confers on a Person the right to receive a share of
the profits and losses of, or distributions of assets of,
the issuing Person, in each case regardless of


                             9
<PAGE>

class or designation, and all warrants, options, purchase
rights, conversion or exchange rights, voting rights, calls
or claims of any character with respect thereto.

          "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and
any rule or regulation issued thereunder.

          "Eurodollar Lending Office" shall mean, as to
any Lender, the office of such Lender designated as such
on Annex I, or such other office designated by such
Lender from time to time by written notice to the Agent
and the Company.

          "Event of Default" means each of the events set
forth in Section 7.

          "Exchange Act" means the Securities Exchange
Act of 1934, as amended, and any successor statute or
statutes thereto.

          "Exchange Notes" has the meaning ascribed to it
in Section 5.12(b).

          "Exchange Request" has the meaning ascribed to
it in Section 5.12.

          "Existing Bridge Agreement" means that certain
Senior Subordinated Credit Agreement dated as of
September 30, 1999, among the Company, the lenders party
thereto and Banc One Capital Markets, Inc., as agent for
the lenders, as amended to date.

          "fair market value" means, with respect to any
asset or property, the price which could be negotiated in
an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to
complete the transaction.  Fair market value shall
be determined by the Board of Directors of the Company
acting reasonably and in good faith and shall be
evidenced by a Board Resolution of the Board of Directors
of the Company delivered to the Agent.

          "Fee Letter" means that Fee Letter dated
January 24, 2000 among the Company, UBS, WDR and ABN AMRO
Bank N.V.


                             10
<PAGE>



          "Financial Contract" of a Person means (i) any
exchange-traded or over-the-counter futures, forward,
swap or option contract or other financial instrument
with similar characteristics or (ii) any Rate Management
Transaction.

          "Financing" means, with respect to any Person,
the issuance or sale by such Person of any Equity
Interests of such Person or any Indebtedness consisting
of debt securities of such Person pursuant to a
registered offering or private placement, but excluding
the issuance or sale of (i) any Indebtedness permitted to
be incurred pursuant to Section 6.2, (ii) Equity
Interests by the Borrower to any officer, director or
employee of the borrower or any of its Subsidiaries
pursuant to any incentive compensation plan or program
and (iii) Equity Interests or Indebtedness by any
Subsidiary of the Borrower to the Borrower or any Wholly-
Owned Subsidiary of the Borrower.

          "Fiscal Year" means the fiscal year of the
Company and each Guarantor for accounting and tax
purposes, which for all years after the Closing Date
shall end on December 31.

          "Foreign Subsidiary" means any Subsidiary that
is not a Domestic Subsidiary.

          "fully diluted" means all the shares of Common
Stock of the Company then outstanding or to be issued,
calculated as if all shares of Common Stock of the
Company issuable upon conversion or exercise of any
outstanding warrants, options or similar rights
(including upon conversion or exchange of convertible or
exchangeable debt) are outstanding, and assuming that all
options that may be granted under employee benefit plans
for the benefit of the Company's employees are deemed to
have been granted and exercised, and assuming that any
other Common Stock of the Company issuable pursuant to
any security, plan or arrangement of the Company has been
issued.

          "Funding Guarantor" shall have the meaning
provided in Section 10.7.

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


                             11
<PAGE>



          "Genetic Systems" means Genetic Systems
Corporation, a Delaware corporation.

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

          "Guarantee Obligations" shall have the meaning
provided in Section 11.1.

          "Guarantees" means, collectively, the
guarantees delivered to the Lenders by the Guarantors
pursuant to Section 10 which are evidenced by notations
of guarantee substantially in the form of Exhibit VI
hereto.


          "Guarantor" means each of the Company's
Domestic Subsidiaries which constitutes a Material
Subsidiary that in the future executes a supplement or
amendment to this Agreement in which such Subsidiary
agrees to be bound by the terms of the Loan Documents as
a Guarantor; provided that any Person constituting a
Guarantor as described above shall cease to constitute a
Guarantor when its respective Guarantee is released in
accordance with the terms of the Loan Documents.
Notwithstanding the above, no direct or indirect Foreign
Subsidiary of the Company will be considered a Guarantor.

          "Guarantor Junior Securities" means, with
respect to a Guarantor, securities of such Guarantor
subordinated to the Guarantor Senior Debt to the same
extent as the Guarantee Obligations and which, in any
case, do not mature or become subject to a mandatory
redemption obligation prior to the one-year anniversary
of the maturity of the Guarantor Senior Debt or of any
securities distributed in any proceeding on account of
the Guarantor Senior Debt.

          "Guarantor Payment Blockage Period" shall have
the meaning provided in Section 11.2.

          "Guarantor Senior Debt" means the Senior Debt
of a Guarantor.


                             12
<PAGE>



          "Incur" means, with respect to any Indebtedness
or other obligation of any Person, to create, issue,
incur (by conversion, exchange or otherwise), assume,
guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as
required pursuant to GAAP or otherwise, of any such
Indebtedness or other obligation on the balance sheet of
such Person (and "Incurrence," "Incurred," "Incurrable"
and "Incurring" shall have meanings correlative to the
foregoing); provided, however, that any amendment,
modification or waiver of any document pursuant to which
Indebtedness was previously Incurred shall only be deemed
to be an Incurrence of Indebtedness if and to the extent
such amendment, modification or waiver (i) increases the
principal thereof or interest rate or premium payable
thereon or (ii) changes to an earlier date the stated
maturity thereof or the date of any scheduled or required
principal payment thereon or the time or circumstances
under which such Indebtedness shall be redeemed;
provided, further, that any Indebtedness of a Person
existing at the time such Person becomes (after the
Closing Date) a Subsidiary of the Company (whether by
merger, consolidation, acquisition or otherwise) shall be
deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary of the Company.

          "Indebtedness" of a Person means, without
duplication, such Person's (i) obligations for borrowed
money, (ii) obligations representing the deferred
purchase price of Property or services (other than
accounts payable arising in the ordinary course of such
Person's business payable on terms customary in the
trade), (iii) obligations which are evidenced by notes,
acceptances, or other instruments, (iv) obligations of
such Person to purchase securities or other Property
arising out of or in connection with the sale of the same
or substantially similar securities or Property, (v)
Capitalized Lease Obligations, (vi) reimbursement
obligations with respect to standby letters of credit,
whether drawn or undrawn, (vii) Rate Management
Obligations, (viii) Off-Balance Sheet Liabilities, (ix)
all liabilities and obligations of the type described in
the preceding clauses (i) through (viii) of any other
Person that such Person has assumed or guaranteed or that
are secured by a Lien on any Property of such Person
(provided that if any such liability or obligation of
such other Person is not the legal liability of such
Person, the amount thereof shall be deemed to be the
lesser of (1) the actual amount of such liability or
obligation and (2) the book value of such Person's
Property security such liability or obligation, and (x)
any other obligation for borrowed money or other
financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a
liability on the consolidated balance sheet of such
Person.


                             13
<PAGE>



          "indemnified liabilities" has the meaning
ascribed to such term in Section 12.3.

          "Indemnitees" has the meaning ascribed to such
term in Section 12.3.

          "Interest Period" means, for each Bridge Note,
the period commencing on the Closing Date and ending on
the immediately succeeding Bridge Payment Date, and,
thereafter, each subsequent period commencing on the last
day of the immediately preceding Interest Period and
ending on the immediately succeeding Bridge Payment Date.

          "Interest Rate Determination Date" means, with
respect to any Interest Period, the second Business Day
on which banks in New York and London are open prior to
the first Business Day of such Interest Period.

          "Internal Revenue Code" means the Internal
Revenue Code of 1986, as amended from time to time, and
any successor code or statute.

          "Investment" of a Person means any loan,
advance (other than commission, travel and similar
advances to officers and employees made in the ordinary
course of business), extension of credit (other than
accounts or notes receivable arising in the ordinary
course of business on terms customary in the trade) or
contribution of capital by such Person; stocks, bonds,
mutual funds, partnership interests, notes, debentures or
other securities (other than treasury stock) owned by
such Person; any deposit accounts and certificate of
deposit owned by such Person; and structured notes,
derivative financial instruments and other similar
instruments or contracts owned by  such Person.  Payment
by a Person under a guaranty by such Person of
Indebtedness of another Person shall be deemed to be an
Investment by such Person in such other Person in the
amount of such payment.

          "Junior Securities" means securities of the
Company subordinated to the Senior Debt to the same
extent as the Obligations and which, in any case, do not
mature or become subject to a mandatory redemption
obligation prior to the one-year anniversary of the
maturity of the Senior Debt or of any securities
distributed in any proceeding on account of the Senior
Debt.


                             14
<PAGE>



          "Lenders" has the meaning ascribed to that term
in the introduction to this Agreement and shall include
any assignee of any Loan, Note or Loan Commitment to the
extent of such assignment.

          "Leverage Ratio" means, as of any date of
calculation, the ratio of (i) Consolidated Funded
Indebtedness outstanding on such date to (ii)
Consolidated EBITDA for the Company's then most-recently
ended four fiscal quarters.

          "LIBO Base Rate" shall mean, with respect to
each day during an Interest Period, the rate per annum
(rounded upwards, if necessary, to the nearest 1/16th of
1%) appearing on Telerate Page 3750 (or any successor
page) as the London interbank offered rate for deposits
in Dollars at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period.  If
for any reason such rate is not available, the term "LIBO
Base Rate" shall mean, with respect to each day during an
Interest Period, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered
rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of
such Interest Period for a term comparable to such
Interest Period; provided, however, if more than one rate
is specified on Reuters Screen LIBO Page, the applicable
rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of
1%).  In the event that neither of such rates is
available, the Agent shall refer to the alternative rate
set forth in Section 2.7(a).

          "LIBO Rate" shall mean with respect to each day
during an Interest Period for the Bridge Loan, a rate per
annum determined for such day in accordance with the
following formula (rounded upwards to the nearest whole
multiple of one-sixteenth of one percent):

                   LIBO Base Rate
          ---------------------------------
          1.00 - LIBOR Reserve Requirements

          "LIBOR Reserve Requirements" shall mean, with
respect to each day during an Interest Period for the
Bridge Loan, that percentage (expressed as a decimal)
which is in effect on such day, as prescribed by the
Federal Reserve Board or other governmental authority or
agency having jurisdiction with respect thereto for
determining the maximum reserves (including, without
limitation, basic,


                             15
<PAGE>

supplemental, marginal and emergency
reserves) for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D) maintained
by a member bank of the Federal Reserve System.


          "Lien" means any lien (statutory or other),
mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any
kind or nature whatsoever (including, without limitation,
the interest of a vendor or lessor under any conditional
sale, Capitalized Lease or other title retention
agreement).

          "Loan Commitment" means the Bridge Loan
Commitment and the Rollover Bridge Loan Commitment.

          "Loan Documents" means this Agreement, the
Bridge Notes, the Rollover Bridge Notes,  the Note
Documents and the Registration Statement.

          "Loans" means the Bridge Loan and the Rollover
Bridge Loan as each may be outstanding.

          "Loan Parties" means the Company and any
Guarantor.

          "Margin Stock" has the meaning assigned to that
term in Regulation U of the Board of Governors of the
Federal Reserve System as in effect from time to time.

          "Material Adverse Effect" means a material
adverse effect on (i) the business, Property, condition
(financial or otherwise) or results of operations of the
Company and its Subsidiaries taken as a whole, (ii) the
ability of the Company and the Guarantors collectively to
perform their obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent or the
Lenders thereunder.

          "Material Domestic Subsidiary" means any
Domestic Subsidiary having assets (other than non-U.S.
domiciled assets and Equity Interests in Foreign
Subsidiaries) with a book value of $10,000,000 or more or
any group of Domestic Subsidiaries on a combined basis
having such assets with a book value of $15,000,000 or
more.


                             16

<PAGE>


          "Material Indebtedness" is defined in Section
7.1(e).

          "Material Subsidiary" means any Subsidiary, or
group of Subsidiaries on a combined basis, that
constitutes a Substantial Portion of the Property of the
Company and its Subsidiaries.

          "Maturity Date" means the one year anniversary
of the Closing Date.

          "Maximum Cash Interest Rate" means an interest
rate of 14% per annum; provided that in computing such
interest rate, fees paid to the Lenders shall not be
deemed an interest payment.

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

          "Multiemployer Plan" means a Plan which is a
multiemployer plan as defined in Section 4001(a)(3) of
ERISA and to which the Company or any member of the
Controlled Group is obligated to make contributions.

          "Net Cash Proceeds" means, with respect to any
Asset Sale or Financing by any Person or the issuance of
the Permanent Securities,  (a) cash received by such
Person or any Subsidiary of such Person from such Asset
Sale (including cash received as consideration for the
assumption or incurrence of liabilities incurred in
connection with or in anticipation of such Asset Sale) or
Financing or the issuance of the Permanent Securities,
after (i) provision for all income or other taxes
measured by or resulting from such Asset Sale or
Financing or the issuance of the Permanent Securities,
(ii) payment of all brokerage commissions and other fees
and expenses related to such Asset Sale or Financing or
the issuance of the Permanent Securities, (iii) repayment
of Indebtedness secured by a Lien on any asset disposed
of in such Asset Sale, (iv) deduction of appropriate
amounts to be provided by such Person or a Subsidiary of
such Person as a reserve, in accordance with Agreement
Accounting Principles, against any liabilities associated
with the assets sold or disposed of in such Asset Sale
and retained by such Person or a Subsidiary of such
Person after such Asset Sale, including, without
limitation, liabilities related to environmental matters,
or against any indemnification obligations associated
with the assets sold or disposed of in such Asset Sale,
and (v) in the case of a sale of a facility, the costs of
relocating the operations of the Borrower and its
Subsidiaries from that facility; and (b) cash payments in
respect of


                             17

<PAGE>

any Indebtedness, Equity Interest or other
consideration received by such Person or any Subsidiary
of such Person from such Asset Sale upon receipt of such
cash payments by such Person or such Subsidiary.

          "Non-Payment Default" means any event (other
than a Payment Default) the occurrence of which entitles
one or more Persons to act to accelerate the maturity of
any Senior Debt.

          "Note Documents" means the Exchange Notes, the
Permanent Securities, the Senior Subordinated Indenture,
the indenture governing the Permanent Securities and any
guarantee related thereto.

          "Notes" means, collectively, the Bridge Notes
and the Rollover Bridge Notes.

          "Notice of Borrowing" means a notice
substantially in the form of Exhibit IV-A annexed hereto
with respect to a proposed borrowing.

          "Obligations" means all obligations of every
nature of the Company from time to time owed to the
Lenders and the Agent under the Loan Documents, whether
for principal, premiums, reimbursements, interest, fees,
expenses, indemnities or otherwise, and whether primary,
secondary, direct, indirect, contingent, fixed or
otherwise (including obligations of performance).

          "Off-Balance Sheet Liability" of a Person means
(i) any repurchase obligation or recourse liability of
such Person with respect to the collectability of
accounts or notes receivable sold by such Person, (ii)
any liability under any Sale and Leaseback Transaction
which is not a Capitalized Lease, (iii) any liability
under any so-called "synthetic lease" transaction entered
into by such Person, or (iv) any obligation arising with
respect to any other transaction which is the functional
equivalent of borrowing but which does not constitute a
liability on the balance sheet of such Person, but
excluding from this clause (iv) any lease of Property
(other than a Capitalized Lease) by such Person as lessee
which has an original term (including any required
renewals and any renewals effective at the option of the
lessor) of one year or more.


                             18

<PAGE>



          "Offer Payment Date" has the meaning ascribed
to such term in Section 2.5(d)(iii).

          "Officer" means, with respect to any Person,
the Chairman of the Board, the President, any Vice
President, the Chief Financial Officer, the Controller,
the Treasurer or the Secretary of such Person.

          "Officers' Certificate" means, as applied to
any corporation, a certificate executed on behalf of such
corporation by two Officers; provided, however, that
every Officers' Certificate with respect to the
compliance with a condition precedent to the making of
the Loans hereunder shall include (i) a statement that
the officer or officers making or giving such Officers'
Certificate have read such condition and any definitions
or other provisions contained in this Agreement relating
thereto, (ii) a statement that, in the opinion of the
signers, they have made or have caused to be made such
examination or investigation as is necessary to enable
them to express an informed opinion as to whether or not
such condition has been complied with, and (iii) a
statement as to whether, in the opinion of the signers,
such condition has been complied with.

          "Original Bridge Notes" has the meaning
ascribed to such term in Section 2.1(d).

          "Original Rollover Bridge Notes" has the
meaning ascribed to such term in Section 2.2(e).

          "Payment Blockage Period" has the meaning
ascribed to such term in Section 8.2(b).

          "Payment Default" means any default in the
payment of principal, premium, if any, or interest on any
Senior Debt beyond any applicable grace period with
respect thereto.

          "Payment Office" shall mean the office of the
Agent located at 677 Washington Blvd., 6th Floor Tower,
Stamford, Connecticut 06901 or such other office as the
Agent may designate to the Company and the Lenders from
time to time.


                             19

<PAGE>



          "PBGC" means the Pension Benefit Guaranty
Corporation, or any successor thereto.

          "Permanent Securities" means any Securities of
the Company and/or the Guarantors, the proceeds of which
are used to repay the Notes in full.  If the Permanent
Securities consist of debt Securities, such Permanent
Securities shall be governed by an indenture or other
instrument which contains covenants, events of default
and subordination provisions substantially similar to
those described in the "Description of Notes" set forth
in the January 27, 2000 draft of the Company's
Preliminary Offering Memorandum with respect to
$150,000,000 in principal amount of __% Senior
Subordinated Notes due 2007.

          "Permitted Acquisition" means any Acquisition
made by the Company or any of its Subsidiaries, provided
that (i) as of the date of the consummation of such
Acquisition, no Default or Event of Default shall have
occurred and be continuing or would result from such
Acquisition, and the representation and warranty
contained in Section 4.11 shall be true both before and
after giving effect to such Acquisition, (ii) such
Acquisition is consummated on a non-hostile basis
pursuant to a negotiated acquisition agreement approved
by the board of directors or other applicable governing
body of the seller or entity to be acquired, and no
material challenge to such Acquisition (excluding the
exercise of appraisal rights) shall be pending or
threatened by any shareholder or director of the seller
or entity to be acquired, (iii) the business to be
acquired in such Acquisition is reasonably related to one
or more of the fields of enterprise in which the Company
and its Subsidiaries are engaged on the Closing Date,
(iv) as of the date of the consummation of such
Acquisition, all material approvals required in
connection therewith shall have been obtained, and (v)
from the period beginning on the Closing Date and ending
on the date the Bridge Notes are exchanged for Rollover
Notes, as of the date of the consummation of such
Acquisition, the Company shall be in compliance with the
financial covenants contained in the Senior Secured
Credit Agreement as in effect on the Closing Date, both
prior to and after giving effect to such Acquisition.

          "Person" means any natural person, corporation,
firm, joint venture, partnership, limited liability
company, association, enterprise, trust or other entity
or organization, or any government or political
subdivision or any agency, department or instrumentality
thereof.


                             20

<PAGE>


          "PIK Interest Amount" has the meaning ascribed
to such term in Section 2.3(b).

          "Plan" means an employee pension benefit plan
which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the
Internal Revenue Code as to which the Company or any
member of the Controlled Group could reasonably be
expected to incur any liability.

          "Prepayment Date" has the meaning set forth in
Section 2.5(c).

          "Property" of a Person means any and all
property, whether real, personal, tangible, intangible,
or mixed, of such Person, or other assets owned, leased
or operated by such Person, including, without
limitation, Equity Interests of Subsidiaries of such
Person.

          "PSD" means Pasteur Sanofi Diagnostics S.A.

          "PSD Acquisition" means the acquisition by the
Company of the outstanding capital stock of PSD and
certain related assets (the "Acquired Business") pursuant
to the PSD Purchase Agreement.

          "PSD Purchase Agreement" means the Purchase
Agreement dated July 3, 1999 among the Company, Sanofi
Synthelabo and Institut Pasteur.

          "Rate Management Transaction" means any
transaction (including an agreement with respect thereto)
now existing or hereafter entered into for bona fide
hedging purposes (and not for speculative purposes),
which is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar
transaction, forward transaction, currency swap
transaction, cross-currency rate swap transaction,
currency option or any other similar transaction
(including any option with respect to any of these
transactions) or any combination thereof, whether linked
to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial
measures.


                             21

<PAGE>


          "Rate Management Obligations" of a Person means
any and all obligations of such Person, whether absolute
or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions
therefor), under (i) any and all Rate Management
Transactions, and (ii) any and all cancellations, buy
backs, reversals, terminations or assignments of any Rate
Management Transactions.

          "Refinance" means, in respect of any security
or Indebtedness, to refinance, extend, renew, refund,
repay, prepay, redeem, defease or retire, or to issue a
security or Indebtedness in exchange or replacement for,
such security or Indebtedness in whole or in part.
"Refinanced" and "Refinancing" shall have correlative
meanings.

          "Register" has the meaning ascribed to such
term in Section 12.20.

          "Registration Statement" means a registration
statement of the Company and the Guarantors with respect
to the Exchange Notes, including the Prospectus,
amendments and supplements to such Registration
Statement, including post-effective amendments, all
exhibits and all material incorporated by reference in
such Registration Statement.

          "Reportable Event" means a reportable event as
defined in Section 4043 of ERISA and the regulations
issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has
by regulation waived the requirement of Section 4043(a)
of ERISA that it be notified within 30 days of the
occurrence of such event, provided, however, that a
failure to meet the minimum funding standard of Section
412 of the Internal Revenue Code and of Section 302 of
ERISA shall be a Reportable Event regardless of the
issuance of any such waiver of the notice requirement in
accordance with either Section 4043(a) of ERISA or
Section 412(d) of the Internal Revenue Code.

          "Representative" means the indenture trustee or
other trustee, agent or representative in respect of any
Senior Debt; provided that if, and for so long as, any
Senior Debt lacks such a representative, then the
Representative for such Senior Debt shall at all times
constitute the holders of a majority in outstanding
principal amount of such Senior Debt in respect of any
Senior Debt.


                             22

<PAGE>



          "Required Lenders" means Lenders holding in the
aggregate more than 50% of the outstanding principal
amount of Notes.

          "Rollover Bridge Loan Commitment" has the
meaning ascribed to such term in Section 2.2(a).

          "Rollover Bridge Notes" has the meaning
ascribed to such term in Section 2.2(c).

          "Rollover Bridge Loan Rate" means, for the
period from and including the Maturity Date and to but
excluding the three-month anniversary of the Maturity
Date, a rate of interest per annum equal to the greater
of (i) 14%, (ii) the Applicable Treasury Rate on the
Maturity Date plus 6.25%, and (iii) the rate of interest
on the Bridge Loan in effect on the Maturity Date.  For
each subsequent three month period the Rollover Bridge
Loan Rate means the Rollover Bridge Loan Rate in effect
for the immediately preceding three month period plus
0.50%.

          "Rollover Loan" has the meaning ascribed to
such term in Section 2.2(a).

          "Rollover Notice" means a notice substantially
in the form of Exhibit IV-B annexed hereto with respect
to a proposed conversion.

          "S&P" means Standard and Poor's Ratings
Services, a division of The McGraw Hill Companies, Inc.

          "Sale and Leaseback Transaction" means any sale
or other transfer of Property by any Person with the
intent to lease such Property as lessee.

          "Schwartz Group" means David and Alice
Schwartz, their family and heirs, and corporations,
partnerships and limited liability companies 100% owned
by any of the foregoing and trusts for the benefit of any
of the foregoing.

          "Securities" means any stock, shares,
partnership interests, voting trust certificates,
certificates of interest or participation in any profit
sharing agreement or arrangement, bonds, debentures,
options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible,
subordinated or


                             23

<PAGE>

otherwise, or in general any instruments
commonly known as "securities" or any certificates of
interest, shares or participations in temporary or
interim certificates for the purchase or acquisition of,
or any right to subscribe to, purchase or acquire, any of
the foregoing.

          "Securities Act" means the Securities Act of
1933, as amended, and any successor statute or statutes
thereto.

          "Senior Debt" means up to $220 million of the
following: the principal of, premium, if any, and
interest (including any interest accruing subsequent to
an event specified in Section 7.1(f) or Section 7.1(g)
hereof at the rate provided for in the documentation
governing such Senior Debt, whether or not such interest
is an allowed claim under applicable law) on, and all
other obligations (including reimbursements, fees,
expenses, indemnities or otherwise, and whether primary,
secondary, direct, indirect, contingent, fixed or
otherwise) with respect to (i) all Indebtedness under or
in respect of the Senior Secured Credit Agreement and any
guaranty of any Indebtedness under or in respect of the
Senior Secured Credit Agreement and (ii) all Rate
Management Transactions and any cancellation, buyback,
reversal, termination or assignment of any Rate
Management Transaction.

          "Senior Financing" means the initial borrowing
by the Company under the Senior Secured Credit Agreement.

          "Senior Officers" means each of the Chief
Executive Officer, Chief Financial Officer and Chief
Operating Officer of the Company.

          "Senior Secured Credit Agreement" means the
Credit Agreement dated as of September 30, 1999, among
Bio-Rad Laboratories, Inc., the lenders party thereto in
their capacities as lenders thereunder, Bank One, NA, as
agent, ABN AMRO Bank N.V., as syndication agent, and
Union Bank of California, as documentation agent,
together with the related documents thereto (including,
without limitation, any guarantee agreements and security
documents), in each case as such agreements may be
amended (including any amendment and restatement
thereof), supplemented, replaced, refinanced or otherwise
modified from time to time, including any agreement
extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount
of available borrowings thereunder (provided that such
increase in borrowings is permitted by Section 6.2


                             24

<PAGE>

hereof) or adding or deleting Subsidiaries as additional
borrowers or guarantors thereunder) all or any portion of
the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any
other agent, lender or group of lenders.

          "Senior Subordinated Indenture" means an
indenture, under which the Exchange Notes will be issued,
that complies with the Trust Indenture Act of 1939
between the Company and a trustee conforming to the terms
and conditions of the Rollover Loan (except as described
below) and containing such other terms and conditions
typical for publicly traded high yield debt securities.
The covenants, events of default and subordination
provisions of the Senior Subordinated Indenture shall be
substantially similar to those described in the
"Description of Notes" set forth in the January 27, 2000
draft of the Company's Preliminary Offering Memorandum
with respect to $150,000,000 in principal amount of __%
Senior Subordinated Notes due 2007.  The Senior
Subordinated Indenture shall have mandatory redemption
provisions typical for publicly traded high yield debt
securities.  The Exchange Notes shall initially bear
interest at the Rollover Bridge Loan Rate.  For so long
as the Exchange Notes bear interest at an increasing rate
of interest, the Exchange Notes will be redeemable at the
option of the Company, in whole or in part at any time,
at par plus accrued and unpaid interest to the redemption
date.  Each holder of the Exchange Notes shall have the
option to fix the interest rate on the Exchange Notes at
a rate that is equal to the then applicable rate of
interest borne by the Exchange Notes (but in no event in
excess of 18% per annum).  The Maximum Cash Interest Rate
shall apply to the Exchange Notes, with all interest in
excess of the Maximum Cash Interest Rate payable at the
option of the Company in additional Exchange Notes.  In
such event, such Exchange Notes will be noncallable until
the third anniversary of the Closing Date and will be
callable thereafter at par plus accrued interest plus a
premium equal to one-half of the coupon in effect on the
date on which the interest rate was fixed declining
ratably to par on the date that is one year prior to
maturity of the Exchange Notes. The trustee shall be
appointed by the Company and shall be acceptable to the
Lenders receiving the Exchange Notes.  The bank or trust
company acting as trustee under the Senior Subordinated
Indenture shall at all times be a corporation organized
and doing business under the laws of the United States of
America or the State of New York, in good standing and
having its principal offices in the Borough of Manhattan,
in The City of New York, which is authorized under such
laws to exercise corporate trust powers and is subject to


                             25

<PAGE>

supervision or examination by Federal or State authority
and which has a combined capital and surplus of not less
than $50,000,000.

          "Single Employer Plan" means a Plan (other than
a Multiemployer Plan) maintained by the Company or any
member of the Controlled Group for employees of the
Company or any member of the Controlled Group.

          "Subordinated Indebtedness" means Indebtedness
of the Company or any Guarantor which is expressly
subordinated in right of payment to the Notes or the
Guarantee of such Guarantor, as the case may be.

          "Subsequent Bridge Note" has the meaning
ascribed to such term in Section 2.1(d).

          "Subsequent Rollover Bridge Note" has the
meaning ascribed to such term in Section 2.2(c).

          "Subsidiary" of a Person means (i) any
corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such
Person or by one or more of its Subsidiaries or by such
Person and one or more of its Subsidiaries, or (ii) any
partnership, limited liability company, association,
joint venture or similar business organization more than
50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or
controlled.  Unless otherwise expressly provided, all
references herein to a "Subsidiary" shall mean a
Subsidiary of the Company.

          "Substantial Portion" means, with respect to
the Property of the Company and its Subsidiaries,
Property which (i) represents more than 10% of the
consolidated assets of the Company and its Subsidiaries
as shown in the consolidated financial statements of the
Company and its Subsidiaries as at the end of the four
fiscal quarter period ending immediately prior to the
fiscal quarter in which such determination is made, or
(ii) is responsible for more than 10% of the consolidated
net income of the Company and its Subsidiaries as
reflected in the financial statements referred to in
clause (i) above.

          "Synthetic Lease" is defined in Section 6.2(h).


                             26

<PAGE>


          "Taxes" has the meaning ascribed to such term
in Section 2.10.

          "Transactions" means the borrowings of the
Loans and the repayment of the amounts outstanding under
the Existing Bridge Agreement.

          "Tribunal" means any government, any
arbitration panel, any court or any governmental
department, commission, board, bureau, agency, authority
or instrumentality of the United States or any state,
province, commonwealth, nation, territory, possession,
county, parish, town, township, village or municipality,
whether now or hereafter constituted and/or existing.

          "UBS" means UBS AG, Stamford Branch.

          "Unfunded Liabilities" means the amount (if
any) by which the present value of all vested and
unvested accrued benefits under all Single Employer Plans
exceeds the fair market value of all such Plan assets
allocable to such benefits, all determined as of the then
most recent valuation date for such Plans using PBGC
actuarial assumptions for single employer plan
terminations.

          "U.S. Legal Tender" means such coin or currency
of the United States of America as at the time of payment
shall be legal tender for the payment of public and
private debts.

          "Voting Equity Interests" means Equity
Interests which at the time are entitled to vote in the
election of, as applicable, directors, members or
partners generally.

          "WDR" means Warburg Dillon Read.

          "Wholly Owned Subsidiary" of any Person means
any Subsidiary of such Person of which all the
outstanding voting securities (other than in the case of
a Foreign Subsidiary, directors' qualifying shares or an
immaterial amount of shares required to be owned by other
Persons pursuant to applicable law) are owned by such
Person or any Wholly Owned Subsidiary of such Person.
Unless otherwise specified, all references to a "Wholly
Owned Subsidiary" shall mean a Wholly Owned Subsidiary of
the Company.



                             27

<PAGE>



          "Year 2000 Issues" means anticipated costs,
problems and uncertainties associated with the inability
of certain computer applications (whether of the Company,
any of its Subsidiaries, or any of the Company's or any
of its Subsidiaries' material customers, suppliers or
vendors) to effectively handle data including dates on
and after January 1, 2000, as such inability affects the
business, operations and financial condition of the
Company and its Subsidiaries.

          "Year 2000 Program" is defined in Section 4.19.

          1.2  Accounting Terms.  For the purposes of this
Agreement, all accounting terms not otherwise defined
herein shall have the meanings assigned to them in
conformity with GAAP.

          1.3  Other Definitional Provisions; Anniversaries.  Any
of the terms defined in Section 1.1 may, unless the
context otherwise requires, be used in the singular or
the plural depending on the reference.  For purposes of
this Agreement, a monthly anniversary of the Closing Date
shall occur on the same day of the applicable month as
the day of the month on which the Closing Date occurred;
provided, however, that if the applicable month has no
such day (i.e., 29, 30 or 31), the monthly anniversary
shall be deemed to occur on the last day of the
applicable month.


SECTION 2.     AMOUNT AND TERMS OF LOAN COMMITMENT AND
     LOANS; NOTES

          2.1  Bridge Loan and Bridge Note.

          (a)  Bridge Loan Commitment.  Subject to the terms and
conditions of this Agreement and in reliance upon the
representations and warranties of the Company herein set
forth, the Lenders hereby agree to lend to the Company
on the Closing Date $100,000,000.00 (one hundred million
dollars) in the aggregate (the "Bridge Loan"), each such
Lender committing, severally and not jointly, to lend the
amount set forth next to such Lender's name on the
signature pages hereto.  The Lenders' commitments to make
the Bridge Loan to the Company pursuant to this Section
2.1(a) are herein called individually, a "Bridge Loan
Commitment" and collectively, the "Bridge Loan
Commitments."


                             28

<PAGE>



          (b)  Notice of Borrowing.  When the Company desires
to borrow under this Section 2.1, it shall deliver to the
Agent a Notice of Borrowing no later than 12:00 P.M. (New
York time), at least three Business Days in advance of
the Closing Date or such later date as shall be agreed to
by the Agent.  The Notice of Borrowing shall specify the
applicable date of borrowing (which shall be a Business
Day).  Upon receipt of such Notice of Borrowing, the
Agent shall promptly notify each Lender of its share of
the Bridge Loan and the other matters covered by the
Notice of Borrowing.

         (c)  Disbursement of Funds.  No later than 1:00 P.M. (New
York time) on the Closing Date, each Lender will make
available its pro rata share of the Bridge Loan requested
to be made on such date in the manner provided below.
All amounts shall be made available to the Agent in U.S.
Legal Tender and immediately available funds at the
Payment Office and the Agent promptly will make available
to the Company by depositing to its account at the
Payment Office the aggregate of the amounts so made
available in the type of funds received.  Unless the
Agent shall have been notified by any Lender prior to the
Closing Date that such Lender does not intend to make
available to the Agent its portion of the Bridge Loan to
be made on such date, the Agent may assume that such
Lender has made such amount available to the Agent on
such date, and the Agent, in reliance upon such
assumption, may (in its sole discretion and without any
obligation to do so) make available to the Company a
corresponding amount.  If such corresponding amount is
not in fact made available to the Agent by such Lender
and the Agent has made available same to the Company, the
Agent shall be entitled to recover such corresponding
amount from such Lender.  If such Lender does not pay
such corresponding amount forthwith upon the Agent's
demand therefor, the Agent shall promptly notify the
Company, and the Company shall immediately pay such
corresponding amount to the Agent.  The Agent shall also
be entitled to recover from the Lender or the Company, as
the case may be, interest on such corresponding amount in
respect of each day from the date such corresponding
amount was made available by the Agent to the Company
to the date such corresponding amount is recovered by the
Agent, at a rate per annum equal to (x) if paid by such
Lender, the overnight Federal Funds Rate or (y) if paid
by the Company, the then applicable rate of interest on
the Loans.

          Nothing herein shall be deemed to relieve any Lender
from its obligation to fulfill its Bridge Loan Commitment
hereunder or to prejudice any rights


                             29

<PAGE>

which the Company
may have against any Lender as a result of any default by
such Lender hereunder.

          (d)  Bridge Notes.  The Company shall execute and deliver
to each Lender on the Closing Date a Bridge Note dated
the Closing Date substantially in the form of Exhibit I
annexed hereto to evidence the portion of the Bridge Loan
made on such date by such Lender and with appropriate
insertions ("Original Bridge Notes").  On each interest
payment date prior to the Maturity Date on which the
Company elects to pay a PIK Interest Amount pursuant to
Section 2.3(b), the Company shall execute and deliver to
each Lender on such interest payment date a Bridge Note
dated such interest payment date substantially in the
form of Exhibit I annexed hereto in a principal amount
equal to such Lender's pro rata portion of such PIK
Interest Amount and with other appropriate insertions
(each a "Subsequent Bridge Note" and, together with the
Original Bridge Notes, the "Bridge Notes").  A Subsequent
Bridge Note shall bear interest from the date of its
issuance at the same rate borne by all Bridge Notes.

         (e)  Scheduled Payment of Bridge Loan.  Subject to
Section 2.2, the Company shall pay in full the
outstanding amount of the Bridge Loan and all other
Obligations owing hereunder no later than the Maturity
Date.
         (f)  Termination of Bridge Loan Commitment.  The Bridge
Loan Commitment hereunder shall terminate on the earlier
of (i) immediately after the Closing Date, provided the
Bridge Loan has been made, or (ii) 5:00 p.m., New York
time, on January 31, 2000.  The Company shall have the
right, without premium or penalty, to reduce or terminate
the Bridge Loan Commitment of the Lenders hereunder at
any time.  Any Loan repaid may not be redrawn.
         (g)  Pro Rata Borrowings.  The Bridge Loan made under
this Agreement shall be made by the Lenders pro rata on
the basis of their respective Bridge Loan Commitments.
It is understood that no Lender shall be responsible for
any default by any other Lender of its obligation to make
its portion of the Bridge Loan hereunder and that each
Lender shall be obligated to make its portion of the
Bridge Loan hereunder, regardless of the failure of any
other Lender to fulfill its commitments hereunder.

          2.2  Rollover Bridge Loan and Rollover Bridge Note.


                             30

<PAGE>



          (a)  Rollover Bridge Loan Commitment.  Subject to
the terms and conditions of this Agreement, including
without limitation the conditions precedent set forth in
Section 3.2, and in reliance upon the representations and
warranties of the Company herein set forth, the Lenders
hereby agree, upon the request of the Company, to convert
on the Maturity Date the then outstanding principal
amount of the Bridge Notes into a Rollover Bridge Loan
(the "Rollover Bridge Loan"), such Rollover Bridge Loan
to be in the aggregate principal amount of the then
outstanding principal amount of the Bridge Notes.  The
Company's request shall be evidenced by a Rollover Notice
delivered to the Lenders no later than 12:00 P.M. (New
York time), at least two Business Days in advance of the
Maturity Date. The Lenders' commitments under this
Section 2.2(a) are herein called collectively, the
"Rollover Bridge Loan Commitment."

         (b)  Making of Rollover Bridge Loan.  Upon satisfaction
or waiver of the conditions precedent specified in
Section 3.2 hereof, each Lender shall extend to the
Company the Rollover Bridge Loan to be issued on the
Maturity Date by such Lender by canceling on its records
a corresponding principal amount of the Bridge Notes
held by such Lender.
         (c)  Maturity of Rollover Bridge Loan.  The Rollover
Bridge Loan shall mature and the Company shall pay in
full the outstanding principal amount thereof and
accrued interest thereon on September 30, 2005 (the
"Final Maturity Date").
         (d)  Rollover Bridge Notes.  The Company, as
borrower, shall execute and deliver to each Lender on
the Maturity Date a Rollover Bridge Note dated the
Maturity Date substantially in the form of Exhibit II
annexed hereto to evidence the Rollover Bridge Loan made
on such date, in the principal amount of the Bridge
Notes held by such Lender on such date and with other
appropriate insertions (collectively the "Original
Rollover Bridge Notes").  On or after the Maturity Date,
on each interest payment date on which the Company
elects to pay a PIK Interest Amount pursuant to Section
2.3(b), the Company shall execute and deliver to each
Lender on such interest payment date a Rollover Bridge
Note dated such interest payment date substantially in
the form of Exhibit II annexed hereto in a principal
amount equal to such Lender's pro rata portion of such
PIK Interest Amount and with other appropriate
insertions (each a "Subsequent Rollover Bridge Note"
and, together with the Original Rollover Bridge Notes,
the "Rollover Bridge Notes").  A


                             31

<PAGE>

Subsequent Rollover
Bridge Note shall bear interest at the same rate borne
by all Rollover Bridge Notes.

          2.3  Interest on the Notes.

          (a)  Rate of Interest.  The Notes shall bear interest on
the unpaid principal amount thereof from the date made
through maturity (whether by prepayment, acceleration or
otherwise) at a rate determined as set forth below.

               (i)  Bridge Notes.  Subject to Section 2.3(a)(iii) and
Section 2.7, the Bridge Notes shall bear interest for
each Interest Period at a rate per annum equal to the
LIBO Rate for such period plus the Applicable Margin.

               (ii)  Rollover Bridge Notes.  At any time after the
Maturity Date, the Rollover Bridge Notes shall bear
interest at a rate per annum equal to the Rollover
Bridge Loan Rate.
               (iii)  Maximum Interest. Notwithstanding clause (i) or
(ii) of this Section 2.3(a) or any other provision
herein, other than Section 2.3(c), in no event will the
combined sum of interest (cash or otherwise) on the
Bridge Notes or the Rollover Bridge Notes exceed the
lower of 18.00% per annum or the maximum interest rate
permitted by law.
          (b)  Interest Payments.  Interest shall be payable
(i) with respect to the Bridge Notes, in arrears on
April 30, 2000 and every one, two or three months
thereafter as the Company may elect with the Agent's
consent (each of the preceding dates, a "Bridge Payment
Date") and upon any prepayment of the Bridge Notes (to
the extent accrued on the amount being prepaid) and on
the Maturity Date in respect of the principal amount of
any Subsequent Bridge Notes and (ii) with respect to the
Rollover Bridge Notes, in arrears on each March 31, June
30, September 30 and December 31 of each year,
commencing on the first of such dates to follow the
Maturity Date, upon any prepayment of the Rollover
Bridge Notes (to the extent accrued on the amount being
prepaid) and on the Final Maturity Date; provided,
however, that if, on any interest payment date, the
interest rate borne by the Bridge Notes or the Rollover
Bridge Notes, as the case may be, exceeds the Maximum
Cash Interest Rate, the Company may pay all or a portion
of the interest payable in excess of the amount of
interest that would be payable on such date at the
Maximum Cash Interest Rate by issuance of Subsequent
Bridge Notes or Subsequent Rollover Bridge


                             32

<PAGE>

Notes, as the
case may be, in an aggregate principal amount equal to
the amount of such interest being so paid (the "PIK
Interest Amount").

          (c)  Post-Maturity Interest. Upon the occurrence and
during the continuance of any Event of Default, the
Company shall pay interest on the unpaid principal
amount of each Note owing to each Lender, payable on
demand, at a rate per annum equal to the rate which is
(i) if any Rollover Bridge Notes are outstanding, 2.0%
per annum in excess of the rate per annum then borne by
such Rollover Bridge Notes and (ii) if any Bridge Notes
are outstanding, the LIBO Rate plus 2% per annum plus
the Applicable Margin with respect to such Bridge Notes.
With respect to the amount of any interest, fee or other
amount payable hereunder that is not paid when due, from
the date such amount shall be due until such amount
shall be paid in full, the Company shall pay interest
thereon, to the extent permitted under applicable law,
in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal to the rate
which is (i) if any Rollover Bridge Notes are
outstanding, 2.0% per annum in excess of the rate per
annum then borne by such Rollover Bridge Notes and (ii)
if any Bridge Notes are outstanding, the LIBO Rate plus
2% per annum plus the Applicable Margin with respect to
such Bridge Notes.

          (d)  Computation of Interest.  Interest on the Loans
shall be computed on the basis of a 360-day year and,
with respect to the Bridge Loan, the actual number of
days elapsed in the period during which it accrues or,
with respect to the Rollover Loan, twelve 30-day months.
In computing interest on the Loans, the date of the
making of the Loans shall be included and the date of
payment shall be excluded; provided, however, that if a
Loan is repaid on the same day on which it is made, one
day's interest shall be paid on that Loan.

          2.4  Fees.  The Company agrees to pay to WDR, the Agent,
and the Lenders all fees and other obligations in
accordance with, and at the times specified by, the Fee
Letter.

          2.5  Prepayments and Payments.

          (a)  Voluntary Prepayments.  Prior to the Final
Maturity Date, the Company may, upon five days' prior
written notice to each of the Lenders, prepay the Loans
at any time, in whole or in part, on a pro rata basis,
by paying to each applicable Lender an amount equal to
100% of such Lender's pro rata share of the


                             33

<PAGE>

aggregate
principal amount of the Loan to be prepaid, plus accrued
and unpaid interest thereon to the Prepayment Date and
all other amounts then due and owing hereunder;
provided, however, that in connection with any
prepayment of a Bridge Note made on a date other than
the expiration of the Interest Period applicable
thereto, the Company shall compensate each Lender in
accordance with Section 2.8.

          (b)  Mandatory Prepayments.  The Company shall prepay
the Loans ratably in accordance with the aggregate
outstanding principal balances thereof, with 100% of the
Net Cash Proceeds of: (i) the issuance of the Permanent
Securities, (ii) any Asset Sale and (iii) any Financing;
provided, however, that if any Indebtedness is
outstanding under the Senior Secured Credit Agreement,
then any amounts received pursuant to clauses (ii) and
(iii) shall first be used for (A) any required repayment
of such Indebtedness or (B) with respect to the Net Cash
Proceeds of any Asset Sale, if permitted by the Senior
Secured Credit Agreement, investment in assets or
Property (other than Cash Equivalent Investments) in the
Company's or any Subsidiary's business within twelve
months after such Asset Sale.

          The Company shall, not later than the next
Business Day following the receipt of any Net Cash
Proceeds required to be applied to prepayment of the
Loans pursuant to the immediately preceding paragraph,
apply such Net Cash Proceeds on a pro rata basis to
prepay the Loans by paying to each Lender an amount
equal to 100% of such Lender's pro rata share of the
aggregate principal amount of the Loans to be prepaid,
plus accrued and unpaid interest thereon to the
Prepayment Date and any other amounts then due and owing
hereunder. Concurrently with any prepayment of the Loans
pursuant to this Section 2.5(b), the Company shall
deliver to the Agent an Officer's Certificate
demonstrating the calculation of the amount of the
applicable net proceeds that gave rise to such
prepayment.

          (c)  Effect of Notice of Prepayment.  The Company shall
notify the Lenders in writing at their addresses shown
in the Register of any date set for mandatory or
optional prepayment (each such day, a "Prepayment Date")
of applicable Loans.  Once such notice is sent or
mailed, the Loans to be prepaid shall become due and
payable on the Prepayment Date set forth in such notice.
Such notice may not be conditional.

          (d)  Purchase of Notes Upon a Change of Control.


                             34

<PAGE>


          (i)  Upon the occurrence of a Change of Control,
the Company shall offer to prepay all or any part of the
principal amount of each Lender's Bridge Notes or
Rollover Bridge Notes pursuant to the offer described
below (the "Change of Control Offer") at a prepayment
price in cash equal to 101% of the aggregate principal
amount thereof, plus accrued interest thereon to the
date of repurchase.

          (ii)  At least ten days prior to any Change of Control,
the Company shall mail a notice to each Lender stating:

          (1)  that the Change of Control Offer is being made
pursuant to this Section 2.5(d) and that all Notes
validly tendered will be accepted for payment;

          (2)  the purchase price and the purchase date, which
shall be the date on which such Change of Control occurs
(the "Offer Payment Date");

          (3)  that any Note not tendered will continue to accrue
interest;

          (4)  that any Note accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest
after the Offer Payment Date unless the Company shall
default in the payment of the repurchase price of the
Notes;

          (5)  that if a Lender elects to have a Note purchased
pursuant to the Change of Control Offer it will be
required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of
the Note completed, to the Company prior to 5:00 p.m.
New York time on the Offer Payment Date;

          (6)  that a Lender will be entitled to withdraw its
election if the Company receives, not later than
5:00 p.m. New York time on the Business Day preceding
the Offer Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the principal
amount of Notes such Lender delivered for purchase, and
a statement that such Lender is withdrawing its election
to have such Note purchased; and

          (7)  that if Notes are purchased only in part, a new
Note of the same type will be issued in principal amount
equal to the unpurchased portion of the Notes
surrendered.


                             35

<PAGE>

          (iii)  On or before the Offer Payment Date, the
Company shall (1) accept for payment Notes or portions
thereof which are to be purchased in accordance with the
above, and (2) deposit at the Payment Office U.S. Legal
Tender sufficient to pay the purchase price of all Notes
to be purchased.  The Agent shall promptly mail or, if
provided with appropriate instructions, send by wire
transfer to the Lenders whose Notes are so accepted
payment in an amount equal to the purchase price unless
such payment is prohibited pursuant to Section 8 hereof
or otherwise.

          (e)  Manner and Time of Payment.  All payments of
principal, interest, and any other amounts due hereunder
and under the Notes by the Company or the Guarantors
shall be made without defense, set-off or counterclaim
and in same-day funds and delivered to the Agent, unless
otherwise specified, not later than 1:00 P.M. (New York
time) on the date due at the Payment Office for the
account of the Lenders; funds received by the Agent
after that time shall be deemed to have been paid by the
Company on the next succeeding Business Day.  Other than
with respect to PIK Interest Amounts, all payments of
any Obligations to be made hereunder or under the Notes
by the Company or any other obligor with respect thereto
shall be made solely in U.S. Legal Tender or such other
currency as is then legal tender for public and private
debts in the United States of America.

          (f)  Payments on Non-Business Days.  Whenever any
payment to be made hereunder or under the Notes shall be
stated to be due on a day which is not a Business Day,
the payment shall be made on the next succeeding
Business Day and such extension of time shall be
included in the computation of the payment of interest
hereunder or under the Notes or of the commitment fees
and other amounts due hereunder, as the case may be.

          (g)  Notation of Payment.  Each Lender agrees that
before disposing of any Note held by it, or any part
thereof (other than by granting participations therein),
such Lender will make a notation thereon of all
principal payments previously made thereon and of the
date to which interest thereon has been paid and will
notify the Company of the name and address of the
transferee of that Note; provided, however, that the
failure to make (or any error in the making of) such a
notation or to notify the Company of the name and
address of such transferee shall not limit or otherwise
affect the obligation of the Company hereunder or under
such Notes with respect to the Loans and payments of
principal or interest on any such Note.


                             36


<PAGE>

          2.6  Use of Proceeds.

          (a)  Bridge Loan.  The proceeds of the Bridge Loan shall
be applied by the Company to the repayment of amounts
outstanding under the Existing Bridge Agreement.

          (b)  Rollover Bridge Loan.  The proceeds of the Rollover
Bridge Loan shall be used to repay and cancel any
outstanding amount of Bridge Notes converted to Rollover
Bridge Notes on such date.

          (c)  Margin Regulations.  No portion of the proceeds of
any borrowing under this Agreement shall be used by the
Company in any manner which might cause the borrowing or
the application of such proceeds to violate the
applicable requirements of Regulation U, Regulation T or
Regulation X of the Board of Governors of the Federal
Reserve System or any other regulation of the Board of
Governors or to violate the Exchange Act, in each case
as in effect on the date or dates of such borrowing and
such use of proceeds.  In addition, following
application of the proceeds of any borrowing under this
Agreement, not more than 25% of the value of the assets
(either of the Company only or of the Company and its
Subsidiaries or a consolidated basis) will be Margin
Stock

          2.7  Interest Rate Unascertainable, Increased Costs,
Illegality.

          (a)  In the event that the Agent, in the case of clause
(i) below, or any Lender, in the case of clauses (ii)
and (iii) below, shall have determined (which
determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto):

               (i)  on any date for determining the LIBO Rate for any
Interest Period, that by reason of any changes arising
after the date of this Agreement affecting the London
interbank market, adequate and fair means do not exist
for ascertaining the applicable interest rate on the
basis provided for in the definition of the LIBO Rate;
or

               (ii)  at any time, that the relevant LIBO Rate
applicable to any of its Notes shall not represent the
effective pricing to such Lender for maintaining a
Bridge Loan, or such Lender shall incur increased costs
or reductions in the amounts received or receivable
hereunder in respect of any Bridge Note, in


                             37

<PAGE>

any such case because of (x) any change since the date of this
Agreement in any applicable law or governmental rule,
regulation, guideline or order or any interpretation
thereof and including the introduction of any new law or
governmental rule, regulation, guideline or order (such
as for example but not limited to a change in official
reserve requirements, but, in all events, excluding
reserves required under Regulation D of the Federal
Reserve Board to the extent included in the computation
of the LIBO Rate), whether or not having the force of
law and whether or not failure to comply therewith would
be unlawful, and/or (y) other circumstances affecting
such Lender or the London interbank market or the
position of such Lender in such market; or

               (iii)  at any time, that the making or continuance by it
of any Bridge Loan has become unlawful by compliance by
such Lender in good faith with any law or governmental
rule, regulation, guideline or order (whether or not
having the force of law and whether or not failure to
comply therewith would be unlawful) or has become
impracticable as a result of a contingency occurring
after the date of this Agreement which materially and
adversely affects the London interbank market;

then, and in any such event, the Agent or such Lender
shall, promptly after making such determination, give
notice (by telephone promptly confirmed in writing) to
the Company and (if applicable) the Agent of such deter
mination (which notice the Agent shall promptly transmit
to each of the other Lenders).  Thereafter in the case
of clause (i), (ii) and (iii) above, each Bridge Note
shall bear interest at a rate equal to the Applicable
Treasury Rate plus the Applicable Margin; provided,
however, that in the case of clause (ii) above, the
Company shall have the option of paying interest at a
rate equal to the LIBO Rate (if the Bridge Loan is then
outstanding) plus the Applicable Margin if it pays to
such Lender, upon such Lender's delivery of written
demand therefor to the Company with a copy to the Agent,
such additional amounts (in the form of an increased
rate of interest, or a different method of calculating
interest, or otherwise, as such Lender in its sole
discretion shall determine) as shall be required to
compensate such Lender for such increased costs or
reduction in amounts received or receivable hereunder.

          (b)  In the event that the Agent determines at any time
following its giving of notice based on the conditions
described in clause (a)(i) above that none of such condi
tions exist, the Agent shall promptly give notice
thereof to the


                             38

<PAGE>

Company and the Lenders, whereupon the
Bridge Notes will again bear interest pursuant to
Section 2.3.

          (c)  In the event that a Lender determines at any time
following its giving of a notice based on the conditions
described in clause (a)(iii) above that none of such
conditions exist, such Lender shall promptly give notice
thereof to the Company and the Agent, whereupon the
Bridge Notes held by such Lender shall bear interest
pursuant to Section 2.3.

          2.8  Funding Losses.  The Company shall compensate each
Lender, upon such Lender's delivery of a written demand
therefor to the Company, with a copy to the Agent (which
demand shall set forth the basis for requesting such
amounts and shall, absent manifest error, be final and
conclusive and binding upon all of the parties hereto),
for all reasonable losses, expenses and liabilities
(including,without limitation, any loss, expense or
liability incurred by such Lender in connection with the
liquidation or reemployment of deposits or funds
required by it to make or carry its Bridge Notes), that
such Lender sustains:  (i) if for any reason (other than
a default by such Lender) a borrowing of Bridge Notes
does not occur on a date specified therefor in a Notice
of Borrowing (whether or not rescinded, cancelled or
withdrawn or deemed rescinded, cancelled or withdrawn,),
(ii) if any repayment (including, without limitation,
payment after acceleration) or conversion of any of its
Bridge Notes occurs on a date which is not the last day
of the Interest Period applicable thereto, (iii) if any
prepayment of any of its Bridge Notes is not made on any
date specified in a notice of prepayment given by the
Company, or (iv) as a consequence of any default by the
Company in repaying its Bridge Notes or any other
amounts owing hereunder in respect of its Bridge Notes
when required by the terms of this Agreement.
Calculation of all amounts payable to a Lender under
this Section 2.8 shall be made on the assumption that
such Lender has funded its relevant Bridge Notes through
the purchase of a Eurodollar deposit bearing interest at
the LIBO Rate in an amount equal to the amount of such
Bridge Notes with a maturity equivalent to the Interest
Period applicable to such Bridge Notes, and through the
transfer of such Eurodollar deposit from an offshore
office of such Lender to a domestic office of such
Lender in the United States of America, provided that
each Lender may fund its Eurodollar Loans in any manner
that it in its sole discretion chooses and the foregoing
assumption shall only be made in order to calculate
amounts payable under this Section 2.8.

          2.9  Increased Capital.


                             39

<PAGE>



          (a)  If any Lender shall have determined that
compliance with any applicable law, rule, regulation,
guideline, request or directive (whether or not having
the force of law) of any governmental authority, central
bank or comparable agency, has or would have the effect
of reducing the rate of return on the capital or assets
of such Lender or any Person controlling such Lender as
a consequence of its commitments or obligations here
under, then from time to time, upon such Lender's
delivery of a written demand therefor to the Agent and
the Company (with a copy to the Agent), the Company
shall pay to such Lender such additional amount or
amounts as will compensate such Lender or Person for
such reduction.

          (b)  In the event that any change in law occurring after
the date that any lender becomes a Lender party to this
Agreement shall, in the opinion of such Lender, require
that any Bridge Loan Commitment of such Lender be
treated as an asset or otherwise be included for
purposes of calculating the appropriate amount of capital
to be maintained by such Lender or any Person
controlling such Lender, and such change in law shall
have the effect of reducing the rate of return on the
capital or assets of such Lender or any Person
controlling such Lender as a consequence of its
commitments or obligations hereunder, then from time to
time, upon such Lender's delivery of a written demand
therefor to the Agent and the Company (with a copy to
the Agent), the Company shall pay to such Lender such
additional amount or amounts as will compensate such
Lender or Person for such reduction.

          2.10 Taxes.

          (a)  All payments made by the Company under this
Agreement and the other Loan Documents shall be made
free and clear of, and without reduction or withholding
for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges,
fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any
governmental authority excluding, in the case of the
Agent and each Lender, net income and franchise taxes
imposed on the Agent or such Lender by the jurisdiction
under the laws of which the Agent or such Lender is
organized or any political subdivision or taxing
authority thereof or therein, or by any jurisdiction in
which such Lender's Domestic Lending Office or
Eurodollar Lending Office, as the case may be, is
located or any political subdivision or taxing authority
thereof or therein (all such non-excluded taxes, levies,
imposts, deductions, charges or withholdings being
hereinafter called "Taxes").  If any Taxes are required
to be withheld from any


                             40

<PAGE>

amounts payable to the Agent or
any Lender hereunder or under the Notes, the amounts so
payable to the Agent or such Lender shall be increased
to the extent necessary to yield to the Agent or such
Lender (after payment of all Taxes) interest or any such
other amounts payable hereunder at the rates or in the
amounts specified in this Agreement and the Notes.  The
Company agrees to indemnify and hold harmless the Agent
and any Lender for the full amount of Taxes paid by the
Agent or such Lender and any incremental taxes, interest
or penalties arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally
asserted.  Payment under this indemnification shall be
made within 30 days after the date the Agent or any
Lender makes written demand therefor. Whenever any Taxes
are payable by the Company, as promptly as possible
thereafter, and in any event within 30 days, the Company
shall send to the Agent for its own account or for the
account of such Lender, as the case may be, a certified
copy of an original official receipt received by the
Company showing payment thereof.  If the Company fails
to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Agent the required
receipts or other required documentary evidence, the
Company shall indemnify the Agent and the Lenders for
any incremental taxes, interest or penalties that may
become payable by the Agent or any Lender as a result of
any such failure.  The agreements in this Section 2.10
shall survive the termination of this Agreement and the
payment of the Notes and all other Obligations.

          (b)  Each Lender that is not incorporated under the
laws of the United States of America or a state thereof
(including each assignee, transferee or recipient that
becomes a party to this Agreement pursuant to Section
12.1) agrees that, prior to the first date on which any
payment is due to it hereunder, it will deliver to the
Company and the Agent (i) two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224
or successor applicable form, as the case may be,
certifying in each case that such Lender is entitled to
benefits under an income tax treaty to which the United
States is a party that reduces the rate of withholding
tax on payments under this Agreement or certifying that
the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or
business in the United States, and (ii) an Internal
Revenue Service Form W-8 or W-9 or successor applicable
form, as the case may be, to establish an exemption from
United States backup withholding tax.  If the form
provided by a Lender prior to the first date on which a
payment is due to it hereunder indicates a United States
interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered
excluded from Taxes unless and until such Lender
provides


                             41

<PAGE>

the appropriate form certifying that a lesser
rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes;
provided, however, that, if at the date of an assignment
under Section 12.1(a) pursuant to which such Lender
assignee becomes a party to this Agreement, the Lender
assignor was entitled to payments under subsection
2.10(a) in respect of United States withholding tax with
respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or
other amounts otherwise includible in Taxes) United
States withholding tax, if any, applicable with respect
to the Lender assignee on such date.  Each Lender which
delivers to the Company and the Agent a Form 1001 or
4224 and Form W-8 or W-9 pursuant to the preceding
sentence further undertakes to deliver to the Company
and the Agent two further copies of the said letter and
Form 1001 or 4224 and Form W-8 or W-9, or successor
applicable forms, or other manner of certification, as
the case may be, on or before the date that any such
letter or form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most
recent letter and form previously delivered by it to the
Company, and such extensions or renewals thereof as may
reasonably be requested by the Company, certifying in
the case of a Form 1001 or 4224 that such Lender is
entitled to receive payments under this Agreement
without deduction or withholding of any United States
federal income taxes, unless in any such case an event
(including, without limitation, any change in treaty,
law or regulation) has occurred prior to the date on
which any such delivery would otherwise be required
which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering
any such letter or form with respect to it and such
Lender advises the Company that it is not capable of
receiving payments without any deduction or withholding
of United States federal income tax, and in the case of
a Form W-8 or W-9, establishing an exemption from United
States backup withholding tax.

SECTION 3.     CONDITIONS

          3.1  Conditions to Bridge Loan.  The obligation of the
Agent and each Lender to make the Bridge Loan is subject
to the prior or concurrent satisfaction of each of the
following conditions:

          (a)  Document Delivery.  On or before the Closing
Date, all corporate and other proceedings taken or to be
taken in connection with the transactions contemplated
hereby and all documents incidental thereto not
previously found acceptable by the Agent shall be
reasonably satisfactory in form and substance


                             42

<PAGE>

to the Agent, and the Agent shall have received on behalf of
the Lenders the following items, each of which shall be
in form and substance satisfactory to the Agent and,
unless otherwise noted below or in the definition
thereof, dated the Closing Date:

               (i)  executed copies of this Agreement and the Bridge
Notes substantially in the form of Exhibit I annexed
hereto executed in accordance with Section 2.1(d) drawn
to the order of the Lenders and with appropriate
insertions;

               (ii)  a certified copy of the Company's charter or an
officer's certificate stating that there has been no
change to the Company's charter since September 30,
1999, together with a certificate of status, compliance,
good standing or like certificate with respect to the
Company issued by the appropriate government officials
of the jurisdiction of its incorporation and of each
jurisdiction in which it owns any material assets or
carries on any material business, each to be dated a
recent date prior to the Closing Date;

               (iii)  a copy of the Company's bylaws, certified as of the
Closing Date by its Secretary or one of its Assistant
Secretaries, or an officer's certificate stating that
there has been no change to the Company's bylaws since
September 30, 1999;

               (iv)  intentionally omitted;

               (v)  Board Resolutions of the Company approving and
authorizing the execution, delivery and performance of
this Agreement, each of the other Loan Documents and any
other documents, instruments and certificates required
to be executed by the Company in connection herewith and
therewith and approving and authorizing the execution,
delivery and  payment of the Notes and the consummation
of the Transactions;

               (vi)  signature and incumbency certificates of the
Company's officers executing this Agreement and the
Bridge Notes;

               (vii)  an originally executed Notice of Borrowing
substantially in the form of Exhibit IV-A annexed
hereto, signed by the President or


                             43

<PAGE>

a Vice President of
the Company on behalf of the Company and delivered to
the Agent;

               (viii)  originally executed copies of one or more favorable
written opinions of (I) Latham and Watkins, counsel for
the Company, substantially in the form of Exhibit V
annexed hereto and addressed to the Lenders and
(II) such other opinions of counsel and such
certificates or opinions of accountants, appraisers or
other professionals as the Agent shall have reasonably
requested;

               (ix)  a certificate of the Chief Financial Officer or the
Treasurer of the Company addressed to the Agent and the
Lenders and in form and substance satisfactory to the
Agent and the Lenders, attesting that the Company and
its Subsidiaries (individually or in the aggregate) are
solvent;

               (x) an executed payoff letter with respect to
Indebtedness outstanding under the Existing Bridge
Agreement;

               (xv) satisfactory evidence that all
amounts due and payable to Banc One Capital Markets,
Inc. pursuant to that certain engagement letter dated
June 16, 1999 between the Company and Banc One Capital
Markets, Inc. have been paid in full and such engagement
letter and the engagement of Banc One Capital Markets,
Inc. thereunder has been terminated;

               (xi) a funds flow memorandum satisfactory in form and
substance to the Agent; and

               (xii) such other documents, certificates and opinions as
the Agent may reasonably request.

          (b)  Consent under Senior Secured Credit Agreement.  The
Company shall have obtained the consent of the Agent and
the Required Lenders under the Senior Secured Credit
Agreement to (i) the terms and conditions of this
Agreement and (ii) the issuance of up to $150 million of
Permanent Securities.

          (c)  Capitalization; Etc.  The corporate, capital and
ownership structure (including articles of incorporation
and bylaws), stockholders' agreements and management of
the Company and its Subsidiaries shall be satisfactory
to the Agent in all respects.


                             44

<PAGE>


          (d)  No Inconsistent Information.  The information
disclosed to WDR, the Agent or the Lenders prior to the
date of the Commitment Letter shall not have proven to
be materially false or inaccurate, nor shall the Agent
and the Lenders have discovered or otherwise become
aware of information not previously disclosed to them
that is materially inconsistent with information
disclosed to WDR, the Agent or the Lenders prior to the
date of the Commitment Letter with respect to the
business, assets, liabilities (actual and contingent),
operations, condition (financial or otherwise),
management, prospects or value of the Company or its
Subsidiaries.

          (e)  Financial Statements.  The Agent shall have
received and, in each case, approved all audited,
unaudited and pro forma financial statements described
in Section 4.4 and all completed, probable and pending
acquisitions (including the PSD Acquisition), all
meeting the requirements of Regulation S-X under the
Securities Act, applicable to a Registration Statement
under the Securities Act on Form S-1, except that the
Agent and the Lenders acknowledge and agree that such
financial statements shall not include interim 1998
financial data for PSD.  All such financial statements
of PSD shall be prepared in accordance with GAAP.
          (f)  Material Adverse Change.  No material adverse
change (including any event which, in the opinion of the
Agent, is reasonably likely to result in such a material
adverse change) in the business, assets, liabilities
(actual and contingent), operations, condition
(financial or otherwise), management, prospects or value
of the Company and its Subsidiaries, taken as a whole,
shall have occurred since the date of the most recent
audited annual financial statements of the Company and
PSD described in Section 4.4 and delivered to the Agent
as of the Closing Date, and no material inaccuracy in
such financial statements shall exist.
          (g)  Market Conditions.  No material adverse change in
the financial or capital markets generally, or in the
market for high yield debt or bridge loans in
particular, shall have occurred which, in the judgment
of the Agent, would make it impractical or inadvisable
to proceed with the funding of the Bridge Loan or the
sale of the Permanent Securities.  No banking moratorium
shall have been declared by Federal or New York banking
officials.
          (h)  Other Obligations.  On or prior to the Closing
Date, (A) all fees and expenses due and payable to the
Agent, WDR, any Lender and/or their affiliates pursuant
to the Engagement Letter or the Fee Letter shall have
been paid in full as contemplated therein, and (B) the
Company shall have complied with all of its


                             45

<PAGE>

obligations
under the Engagement Letter and the Fee Letter, and each
such agreement shall be in full force and effect.

          (i)  Consents.  All governmental, shareholder and third-
party consents and approvals necessary or reasonably
advisable in connection with the Transactions and the
other transactions contemplated hereby shall have been
obtained; all such consents and approvals shall be in
full force and effect; and all applicable waiting
periods shall have expired without any action being
taken or threatened by any authority that could
restrain, prevent or impose any material adverse
conditions on the Transactions or such other
transactions.

          (j) Judgments, Etc.  There shall not exist (A) any
order, decree, judgment, ruling or injunction which
restrains the consummation of the Transactions or (B)
any pending or threatened action, suit, investigation or
proceeding before any Tribunal that, if adversely
determined, could have a Material Adverse Effect.

          (k) Intellectual Property.  The Company shall provide a
schedule of all United States registered patents and
United States registered trademarks for the Company.

          (l) Other Reports.  The Agent shall have received, in
form and substance reasonably satisfactory to it, all
environmental reports, Year 2000 questionnaires and such
other reports as it may reasonably request.

          (m) Officer's Certificate.  Simultaneously with the
making of the Bridge Loan by the Lenders, the Company
shall have delivered to the Agent an Officers'
Certificate from the Company in form and substance
satisfactory to the Agent to the effect that (i) the
representations and warranties in Section 4 are true,
correct and complete in all material respects on and as
of the Closing Date to the same extent as though made on
and as of that date and (ii) on or prior to the Closing
Date, the Company has performed and complied in all
material respects with all covenants and conditions
required to be performed and observed by the Company on
or prior to the Closing Date.

          (n) No Default.  No event shall have occurred and be
continuing or would result from the consummation of the
borrowing contemplated by the Notice of Borrowing which
would constitute a Default or Event of Default.


                             46

<PAGE>


          (o) Regulatory Requirements  The making of the
Bridge Loan in the manner contemplated in this Agreement
shall not violate the applicable provisions of
Regulation T, U or X of the Board of Governors of the
Federal Reserve Board or any other regulation of the
Board.

          (p) Offering Memorandum.  The Company shall have
delivered to WDR (i) a preliminary offering memorandum
to be distributed at the direction of WDR to potential
purchasers, containing all relevant information about
the Transactions and any other matters which WDR may
deem necessary to a successful offering or which WDR or
the Company may consider necessary or appropriate for
accurate, complete and adequate disclosure, (ii)
management's projections for the Company after giving
pro forma effect to the Transactions and (iii) such
other information as may be reasonably requested by any
rating agency or by WDR or their counsel.

          (q) Repayment of Existing Indebtedness.  The Company
shall have paid (or made arrangements to pay
concurrently with the making of the Bridge Loan
hereunder) all principal, interest, fees and premiums,
if any, on all Indebtedness outstanding under the
Existing Bridge Agreement and all expenses and other
amounts payable with respect thereto.

          (r) Credit Ratings.  The Company shall have received a
rating on the Permanent Securities of at least "B2" from
Moody's and "B" from S&P.

          3.2  Conditions to Rollover Bridge Loan.  The obligation
of the Lenders to make the Rollover Bridge Loan on the
Maturity Date is subject to the prior or concurrent
satisfaction or waiver of the following conditions
precedent:

          (a)  No Default.  There shall exist no Default or Event
of Default on the Maturity Date.

          (b)  Fees, etc.  All fees due to the Agent, WDR and/or
the Lenders shall have been paid in full and all other
requirements and obligations under the Fee Letter and
the Engagement Letter shall have been satisfied or
fulfilled.

          (c)  No Injunction, Etc.  No order, decree, injunction
or judgment enjoining the issuance of any Rollover
Bridge Loan shall be in effect.


                             47

<PAGE>


          (d)  Senior Subordinated Indenture.  At least
thirty (30) days prior to the Maturity Date, the Company
shall have delivered a draft of the Senior Subordinated
Indenture reasonably acceptable to the Lenders,  and
such Senior Subordinated Indenture shall be in full
force and effect on or prior to the Maturity Date.

          (e)  Registration Statement.  A Registration Statement
shall be in effect for the issuance of Exchange Notes to
the Lenders.

          (f)  Rollover Notice.  The Agent shall have received in
accordance with the provisions of Section 2.2(a) an
originally executed Rollover Notice.

          (g)  Officer's Certificate.  On the Maturity Date, the
Agent shall have received an Officers' Certificate from
the Company dated the Maturity Date and satisfactory in
form and substance to the Agent, to the effect that the
conditions in this Section 3.2 are satisfied on and as
of the Maturity Date.

          (h)  Rollover Bridge Notes.  The Company shall have
executed and delivered to the Agent on the Maturity Date
for delivery to the Lenders, Rollover Bridge Notes dated
the Maturity Date substantially in the form of Exhibit
II annexed hereto to evidence the Rollover Bridge Loan,
in the principal amount of the Rollover Bridge Loan
(which principal amount shall be the aggregate principal
amount of the Bridge Loan outstanding on the Maturity
Date, including the principal amount of any Subsequent
Bridge Notes), and with other appropriate insertions.

          (i)  Certain Regulations.  The making of the Rollover
Bridge Loan shall not violate Regulation T, U or X of
the Board of Governors of the Federal Reserve Board or
any other regulation of the Board.


SECTION 4.     REPRESENTATIONS AND WARRANTIES OF THE
     COMPANY

          In order to induce the Lenders to enter into
this Agreement and to make the Loans, the Company
represents and warrants to the Lenders that, at the time
of execution hereof and on the Closing Date, the
following statements are true, correct and complete:

          4.1  Existence and Standing.  Each of the Company and
its Subsidiaries is a corporation, partnership (in the
case of Subsidiaries only) or limited


                             48

<PAGE>

liability company
duly and properly incorporated or organized, as the case
may be, validly existing and (to the extent such concept
applies to such entity) in good standing under the laws
of its jurisdiction of incorporation or organization and
has all requisite authority to own, operate and encumber
its Property and to conduct its business as presently
conducted in each jurisdiction in which its business is
conducted, except for any failure to be so authorized
that could not reasonably be expected to have a Material
Adverse Effect.

          4.2  Authorization and Validity.  Each Loan Party has
the power and authority and legal right to execute and
deliver the Loan Documents to which it is a party and to
perform its obligations thereunder.  The execution and
delivery by each Loan Party of the Loan Documents to
which it is a party and the performance of its
obligations thereunder have been duly authorized by
proper corporate (or equivalent) proceedings, and the
Loan Documents to which such Loan Party is a party
constitute legal, valid and binding obligations of such
Loan Party enforceable against such Loan Party in
accordance with their respective terms, except to the
extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or
similar laws affecting the enforcement of creditors'
rights generally or by general principles of equity
(regardless of whether such enforcement is considered in
a proceeding in equity or at law).

          4.3  No Conflict; Government Consent.  Neither the
execution and delivery by the Loan Parties of the Loan
Documents, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions
thereof will violate (i) any law, rule, regulation,
order, writ, judgment, injunction, decree or award
binding on the Company or any of its Subsidiaries or
(ii) the Company's or any Subsidiary's articles or
certificate of incorporation, partnership agreement,
certificate of partnership, articles or certificate of
organization, by-laws, or operating or other management
agreement, as the case may be, or (iii) the provisions
of any indenture, instrument or agreement to which the
Company or any of its Subsidiaries is a party or is
subject, or by which it, or its Property, is bound, or
conflict with or constitute a default thereunder, or
result in, or require, the creation or imposition of any
Lien in, of or on the Property of the Company or any
Subsidiary pursuant to the terms of any such indenture,
instrument or agreement.  No order, consent,
adjudication, approval, license, authorization, or
validation of, or filing, recording or registration
with, or exemption by, or other action in respect of any
Governmental Authority which has not been obtained by
the Company or any of its Subsidiaries, is


                             49

<PAGE>

required to
be obtained by the Company or any of its Subsidiaries in
connection with the execution and delivery of the Loan
Documents, the borrowings under this Agreement, the
payment and performance by the Company of the
Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents, except
filings, consents or notices which have been made,
obtained or given, or which, if not made, obtained or
given, individually or in the aggregate could not
reasonably be expected to have a Material Adverse
Effect.

          4.4  Financial Statements.  (a)  The December 31, 1998
audited consolidated financial statements and the March
31, 1999, June 30, 1999 and September 30, 1999 unaudited
consolidated financial statements of the Company and its
Subsidiaries heretofore delivered to the Lenders were
prepared in accordance with generally accepted
accounting principles in effect on the date such
statements were prepared and fairly present the
consolidated financial condition and operations of the
Company and its Subsidiaries at such dates and the
consolidated results of their operations for the periods
then ended, subject, in the case of such unaudited
financial statements, to normal year-end adjustments and
the absence of notes.

          (b)  The December 31, 1998, financial
statements of the Acquired Business and any additional
financial statements of the Acquired Business required
by the Securities and Exchange Commission heretofore
delivered to the Lenders were prepared in accordance
with GAAP in effect on the date such statements were
prepared and fairly present the financial condition and
operations of the Acquired Business at such dates and
the results of its operations for the periods then
ended.  Notwithstanding the foregoing, the Company has
submitted to Sanofi Synthelabo and Institut Pasteur, the
prior owners of the Acquired Business, suggested
adjustments to the certain previously prepared financial
statements of the Acquired Business, which adjustments
may revise the December 31, 1998 financial statements
and any additional financial statements of the Acquired
Business; provided, however, that the Company does not
believe that any such adjustments could result in a
Material Adverse Effect.

          (c)  The pro forma financial statements of the
Company and its Subsidiaries, copies of which are
attached hereto as Schedule 4.4, present on a pro forma
basis the financial condition of the Company and its
Subsidiaries as of such date, and reflect on a pro forma
basis those liabilities reflected in the notes thereto
and resulting from consummation of the PSD Acquisition,
the transactions contemplated by this Agreement and the
Senior Secured Credit Agreement, and the


                             50

<PAGE>

payment or
accrual of all costs and expenses with respect to any of
the foregoing.  The projections and assumptions
expressed in such pro forma financials were prepared in
good faith and represent good faith assumptions and
estimates on the part of the Company based on the
information available to the Company at the time so
prepared.

          4.5  Material Adverse Change.  Since December 31, 1998
there has been no change in the business, Property,
condition (financial or otherwise) or results
of operations of the Company and its Subsidiaries taken as
a whole, including, without limitation, the Acquired
Business, which could reasonably be expected to have a
Material Adverse Effect.

          4.6  Taxes.  The Company and its Subsidiaries have filed
all United States federal tax returns and all other tax
returns which are required to be filed and have paid all
taxes due pursuant to said returns or pursuant to any
assessment received by the Company or any of its
Subsidiaries, except such taxes, if any, as are not yet
due and payable or are being contested in good faith and
as to which adequate reserves have been provided in
accordance with Agreement Accounting Principles.  The
United States income tax returns of the Company and its
Subsidiaries have been audited by the Internal Revenue
Service through the fiscal year ended December 31, 1994.
No tax liens have been filed and no claims are being
asserted with respect to any such taxes.  The charges,
accruals and reserves on the books of the Company and
its Subsidiaries in respect of any taxes are adequate in
accordance with Agreement Accounting Principles.

          4.7  Litigation and Contingent Obligations.  Except as
set forth on Schedule 4.7,  there is no litigation,
arbitration, governmental investigation, proceeding or
inquiry pending or, to the knowledge of any of their
officers, threatened against or affecting the Company or
any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect or which
seeks to prevent, enjoin or delay the making of any
Loans.  Other than any liability incident to any
litigation, arbitration or proceeding which (i) could
not reasonably be expected to have a Material Adverse
Effect or (ii) is set forth on Schedule 4.7, the Company
and its Subsidiaries have no material contingent
obligations not provided for or disclosed in the
financial statements referred to in Section 4.4.

          4.8  Subsidiaries.  Schedule 4.8 contains an
accurate list of all Subsidiaries of the Company as of
the date of this Agreement, setting forth their


                             51


<PAGE>

respective jurisdictions of organization and the
percentage of their respective Equity Interests owned by
the Company or other Subsidiaries.  All of the issued
and outstanding Equity Interests of such Subsidiaries
have been (to the extent such concepts are relevant with
respect to such ownership interests) duly authorized and
issued and are fully paid and non-assessable.

          4.9  ERISA.  Except as could not reasonably be expected,
individually or in the aggregate, to have a Material
Adverse Effect: there are no Unfunded Liabilities under
any Single Employer Plans; neither the Company nor any
other member of the Controlled Group has incurred, or is
reasonably expected to incur, any withdrawal liability
to Multiemployer Plans; each Plan complies in all
material respects with all applicable requirements of
law and regulations; no Reportable Event has occurred
with respect to any Plan; neither the Company nor any
other member of the Controlled Group has withdrawn from
any Plan or initiated steps to do so; and no steps have
been taken to reorganize or terminate any Plan.

          4.10 Accuracy of Information.  No information, exhibit
or report furnished by the Company or any of its
Subsidiaries to the Agent or to any Lender in connection
with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or
omitted to state a material fact or any fact necessary
to make the statements contained therein not materially
misleading in a manner relied upon by the Lenders to
their detriment.

          4.11 Regulation U. Neither the Company nor any of its
Subsidiaries is engaged in the business of extending
credit for the purpose of purchasing or carrying Margin
Stock.

          4.12 Material Agreements.  Neither the Company nor any
Subsidiary is a party to any agreement or instrument or
subject to any charter or other corporate restriction
which could reasonably be expected to have a Material
Adverse Effect.  Neither the Company nor any Subsidiary
is in default in the performance, observance or
fulfillment of any of the obligations, covenants or
conditions contained in any agreement (other than
agreements or instruments evidencing or governing
Indebtedness) to which it is a party, which default
could reasonably be expected to have a Material Adverse
Effect.

          4.13 Compliance With Laws.  The Company and its
Subsidiaries have complied with all applicable statutes,
rules, regulations, orders and restrictions


                             52

<PAGE>

of any
Governmental Authority having jurisdiction over the
conduct of their respective businesses or the ownership
of their respective Property, except for any failure to
comply with any of the foregoing which could not
reasonably be expected to have a Material Adverse
Effect.

          4.14 Ownership of Properties.  Except as set forth on
Schedule 6.6, on the date of this Agreement, the Company
and its Subsidiaries will have good title, free of all
Liens other than those permitted by Section 6.6, to all
of the Property and assets reflected in the Company's
most recent consolidated financial statements provided
to the Agent as owned by the Company and its
Subsidiaries and all other Property material to the
Company's and its Subsidiaries' businesses, except as
sold or otherwise disposed of in the ordinary course of
business.  The Company and each Subsidiary (i) owns
and/or possesses all the patents, trademarks, trade
names, service marks, copyrights, licenses and rights
with respect to the foregoing necessary for the present
conduct of its business without any known conflict with
the rights of others, and (ii) owns and/or possesses
and/or has applied for all the patents, trademarks,
trade names, service marks, copyrights, licenses and
rights with respect to the foregoing necessary for the
planned conduct of its business for the next six months,
without any known conflict with the rights of others,
except, with respect to clauses (i) and (ii), where the
failure to own and/or possess any patents, trademarks,
trade names, service marks, copyrights, licenses and/or
rights could not reasonably be expected to have a
Material Adverse Effect and/or subject the Company or
any Subsidiary to any material liability in connection
with any infringement and/or similar cause of action
related to any of the foregoing.

          4.15 Plan Assets; Prohibited Transactions.  The Company
is not an entity deemed to hold "plan assets" within the
meaning of 29 C.F.R.  2510.3-101 of an employee benefit
plan (as defined in Section 3(3) of ERISA) which is
subject to Title I of ERISA or any plan (within the
meaning of Section 4975 of the Internal Revenue Code),
and neither the execution of this Agreement nor the
making of Loans hereunder gives rise to a prohibited
transaction (within the meaning of Section 406 of ERISA
or Section 4975 of the Internal Revenue Code) with
respect to "plan assets" of the Company and its
Subsidiaries.

          4.16 Environmental Matters. In the ordinary course
of its business, the officers of the Company consider
the effect of Environmental Laws on the business of the
Company and its Subsidiaries, in the course of which
they identify and evaluate potential risks and
liabilities accruing to the Company due to


                             53

<PAGE>

Environmental
Laws.  On the basis of this consideration, the Company
has concluded that Environmental Laws could not
reasonably be expected to have a Material Adverse
Effect.  Neither the Company nor any Subsidiary has
received any notice to the effect that its operations
are not in material compliance with any of the
requirements of applicable Environmental Laws or are the
subject of any investigation by any Governmental
Authority evaluating whether any remedial action is
needed to respond to a release of any toxic or hazardous
waste or substance into the environment, which
non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

          4.17 Investment Company Act.  Neither the Company nor
any Subsidiary is an "investment company" or a company
"controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940, as
amended.

          4.18 Public Utility Holding Company Act.  Neither the
Company nor any Subsidiary is a "holding company" or a
"subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as
amended.

          4.19 Year 2000.  The Company has generally completed its
assessment of Year 2000 Issues and has a realistic
program (the "Year 2000 Program") for completing
required remediations and replacements of its assets on
a timely basis.  Based on its assessment and Year 2000
Program the Company does not anticipate that Year 2000
Issues will have a Material Adverse Effect.

          4.20 Post-Retirement Benefits. As of the Closing Date,
neither the Company nor any of its Subsidiaries has any
expected costs of post-retirement medical and insurance
benefits payable to their employees and former
employees, as estimated by the Company in accordance
with Financial Accounting Standards Board Statement No.
106.

          4.21 Insurance.  Schedule 4.21 accurately sets
forth as of the Closing Date all insurance policies and
programs currently in effect with respect to the
respective properties and assets and business of the
Company and its Domestic Subsidiaries, specifying, for
each such policy and program, (i) the amount thereof,
(ii) the risks insured against thereby, (iii) the name
of the insurer and each insured party thereunder,
(iv) the policy or other identification number thereof,
(v) the

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<PAGE>

expiration date thereof, (vi) the annual premium
with respect thereto, and (vii) any reserves relating to
any self-insurance program that is in effect.

          4.22 Solvency.  (a) Immediately after the consummation
of the transactions to occur on the date hereof and
immediately following the making of each Loan, if any,
made on the date hereof and after giving effect to the
application of the proceeds of such Loans, (i) the fair
value of the assets of the Company and its Subsidiaries
on a consolidated basis, at a fair valuation, will
exceed the debts and liabilities, subordinated,
contingent or otherwise, of the Company and its
Subsidiaries on a consolidated basis; (ii) the present
fair saleable value of the Property of the Company and
its Subsidiaries on a consolidated basis will be greater
than the amount that will be required to pay the
probable liability of the Company and its Subsidiaries
on a consolidated basis on their debts and other
liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured;
(iii) the Company and its Subsidiaries on a consolidated
basis will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (iv) the
Company and its Subsidiaries on a consolidated basis
will not have unreasonably small capital with which to
conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be
conducted after the date hereof.

          (b)  The Company does not intend to, or to
permit any of its Subsidiaries to, and does not believe
that it or any of its Subsidiaries will, Incur debts
beyond its ability to pay such debts as they mature,
taking into account the timing of and amounts of cash to
be received by it or any such Subsidiary and the timing
of the amounts of cash to be payable on or in respect of
its Indebtedness or the Indebtedness of any such
Subsidiary.

          4.23 Termination of June 1999 Engagement Letter.  The
Company has terminated that certain engagement letter
dated June 16, 1999 between the Company and Banc One
Capital Markets, Inc. and the engagement of Banc One
Capital Markets, Inc. thereunder as exclusive
underwriter, arranger or placement agent with respect to
the Permanent Securities.

SECTION 4A.   REPRESENTATIONS AND WARRANTIES OF THE
LENDERS


                             55

<PAGE>



          Each of the Lenders represents and warrants to
the Company that, at the time of execution hereof and on
the Closing Date, the following statements are true,
correct and complete:

          4A.1  Accredited Investor.  Such Lender is an
institutional "accredited investor" within the meaning
of Regulation D of the Securities Act and the Notes to
be acquired by it pursuant to this Agreement are being
acquired for its own account and without a view to, or
for resale in connection with, any distribution thereof
or any interest therein; provided that the provisions of
this Section shall not prejudice such Lender's right at
all times to sell or otherwise dispose of all or any
part of the Notes so acquired pursuant to the terms of
this Agreement, a registration under the Securities Act
or an exemption from such registration available under
the Securities Act.

          4A.2  Knowledge and Experience.  Such Lender
has such knowledge and experience in financial and
business matters so as to be capable of evaluating the
merits and risks of its investment in the Notes, such
Lender is capable of bearing the economic risks of such
investment and such Lender has had the opportunity to
conduct its own due diligence investigation in relation
to its making of the Loans and the acquisition of the
Notes hereunder.

          4A.3  Source of Funds.  No part of the funds
used by such Lender to make the Loans hereunder
constitutes assets of any "plan" (as defined in Section
4975 of the Internal Revenue Code).

SECTION 5.     AFFIRMATIVE COVENANTS

          The Company covenants and agrees that, until
the Loans and the Notes and all other amounts due under
this Agreement have been indefeasibly paid in full, it
shall perform all covenants in this Section 5 required
to be performed by it.

          5.1  Financial Reporting.  The Company will maintain,
for itself and each Subsidiary, a system of accounting
established and administered in accordance with
generally accepted accounting principles, and furnish to
the Lenders:


                             56

<PAGE>



          (a)  Within 90 days after the close of each of its
Fiscal Years, an unqualified (except for qualifications
relating to changes in accounting principles or
practices reflecting changes in generally accepted
accounting principles and required or approved by the
Company's independent certified public accountants)
audit report certified by independent certified public
accountants acceptable to the Required Lenders, prepared
in accordance with Agreement Accounting Principles on a
consolidated basis for itself and its Subsidiaries,
including balance sheets as of the end of such period,
related profit and loss and reconciliation of surplus
statements, and a statement of cash flows.

          (b)  Within 45 days after the close of the first three
quarterly periods of each of its Fiscal Years, for
itself and its Subsidiaries, consolidated unaudited
balance sheets as at the close of each such period and
consolidated profit and loss and reconciliation of
surplus statements and a statement of cash flows for the
period from the beginning of such Fiscal Year to the end
of such quarter, all certified by its chief financial
officer.


          (c)  As soon as available, but in any event within 90
days after the beginning of each Fiscal Year of the
Company, a copy of the plan and forecast (including a
projected consolidated balance sheet, income statement
and funds flow statement) of the Company and its
Subsidiaries for such Fiscal Year.

          (d)  Within 10 days after the delivery of the financial
statements required under Section 5.1(a) and within 15
days after the delivery of the financial statements
required under Section 5.1(b), a compliance certificate
in substantially the form of Exhibit III signed by its
Chief Financial Officer or Treasurer showing the
calculations necessary to determine compliance with this
Agreement and stating that no Default or Event of
Default exists, or if any Default or Event of Default
exists, stating the nature and status thereof.

          (e)  Within 270 days after the close of each Fiscal
Year, a statement of the Unfunded Liabilities of each
Single Employer Plan, certified as correct by an actuary
enrolled under ERISA.

          (f)  As soon as possible and in any event within 20
days after the Company knows that any Reportable Event
has occurred with respect to any Plan, a statement,
signed by the Chief Financial Officer or Treasurer of
the Company,


                             57

<PAGE>

describing said Reportable Event and the
action which the Company proposes to take with respect
thereto.

          (g)  As soon as possible and in any event within 20 days
after receipt by the Company, a copy of (a) any notice
or claim to the effect that the Company or any of its
Subsidiaries is or may be liable to any Person as a
result of the release by the Company, any of its
Subsidiaries, or any other Person of any toxic or
hazardous waste or substance into the environment, and
(b) any notice alleging any violation of any federal,
state or local environmental, health or safety law or
regulation by the Company or any of its Subsidiaries,
which, in either case, could reasonably be expected to
have a Material Adverse Effect.

          (h)  Promptly upon the furnishing thereof to the
shareholders of the Company, copies of all financial
statements, reports and proxy statements so furnished.

          (i)  Promptly upon the filing thereof, copies of all
registration statements and annual, quarterly, monthly
or other regular reports which the Company or any of its
Subsidiaries files with the Securities and Exchange
Commission.

          (j) Such other information (including non-financial
information) as the Agent or any Lender may from time to
time reasonably request.

          5.2  Use of Proceeds.  The Company will, and will cause
each Subsidiary to, use the proceeds of the Loans in
accordance with Section 2.6. The Company will not, nor
will it permit any Subsidiary to, use any of the
proceeds of the Loans to purchase or carry any Margin
Stock.

          5.3  Notice of Default.  The Company will give prompt
notice in writing to the Lenders of the occurrence of
any Default or Event of Default and of any other
development, financial or otherwise (including, without
limitation, developments with respect to Year 2000
Issues), which could reasonably be expected to have a
Material Adverse Effect.

          5.4  Conduct of Business.  The Company will, and
will cause each Subsidiary to, carry on and conduct its
business only in fields of enterprise substantially the
same as or reasonably related to the fields of
enterprise in which it


                             58

<PAGE>

is presently conducted and do all
things necessary to remain duly incorporated or
organized, validly existing and (to the extent such
concept applies to such entity) in good standing as a
domestic corporation, partnership or limited liability
company in its jurisdiction of incorporation or
organization, as the case may be, and maintain all
requisite authority to conduct its business in each
jurisdiction in which its business is conducted, in each
case, except to the extent that a failure to do so could
not reasonably be expected to have a Material Adverse
Effect.

          5.5  Taxes.  The Company will, and will cause each
Subsidiary to, timely file complete and correct United
States federal, if applicable, and applicable foreign,
state and local tax returns required by law and pay when
due all taxes, assessments and governmental charges and
levies upon it or its income, profits or Property which
if unpaid might become a Lien on any of its Property,
except those which are being contested in good faith by
appropriate proceedings and with respect to which
adequate reserves have been set aside if and to the
extent required by Agreement Accounting Principles.

          5.6  Insurance.  The Company shall maintain for itself
and its Domestic Subsidiaries, or shall cause each of
its Domestic Subsidiaries to maintain, in full force and
effect the insurance policies and programs listed on
Schedule 4.21 or substantially similar policies and
programs or other policies and programs as reflect
coverage that is reasonably consistent with prudent
industry practice.  In the event the Company or any of
its Domestic Subsidiaries, at any time or times
hereafter shall fail to obtain or maintain any of the
policies or insurance required herein or to pay any
premium in whole or in part relating thereto within ten
days after written notice from the Agent, then the
Agent, without waiving or releasing any obligations or
resulting Event of Default hereunder, may at any time or
times thereafter so long as such failure shall continue
(but shall be under no obligation to do so) obtain and
maintain such policies of insurance and pay such
premiums and take any other action with respect thereto
which the Agent deems advisable.  All sums so disbursed
by the Agent shall constitute part of the Obligations,
payable as provided in this Agreement.

          5.7  Compliance with Laws.  The Company will, and
will cause each Subsidiary to, comply with all laws,
rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be
subject including, without limitation, all Environmental
Laws, the violation of which could reasonably be


                             59


<PAGE>


expected to have a Material Adverse Effect and/or result
in the creation of any Lien not permitted by Section
6.6.

          5.8  Maintenance of Properties.  The Company will, and
will cause each Subsidiary to, do all things necessary
and commercially reasonable to maintain, preserve,
protect and keep its Property in good repair, working
order and condition, ordinary wear and tear excepted,
and make all necessary and proper repairs, renewals and
replacements so that its business carried on in
connection therewith may be properly conducted at all
times, in each case except to the extent that a failure
to do so could not reasonably be expected to have a
Material Adverse Effect.

          5.9  Inspection.  The Company will, and will cause each
Subsidiary to, permit the Agent and the Lenders, by
their respective representatives and agents, to inspect
any of the Property, books and financial records of the
Company and each Subsidiary, to examine and make copies
of the books of accounts and other financial records of
the Company and each Subsidiary, and to discuss the
affairs, finances and accounts of the Company and each
Subsidiary with, and to be advised as to the same by,
their respective officers, in each case upon reasonable
advance notice and at such reasonable times (during
normal business hours) and intervals as the Agent may
designate.

          5.10 Year 2000.  The Company will take and will cause
each of its Subsidiaries to take all such actions as are
reasonably necessary to successfully implement the Year
2000 Program and to assure that Year 2000 Issues will
not have a Material Adverse Effect.  At the request of
the Agent, the Company will provide a description of the
Year 2000 Program, together with any updates or progress
reports with respect thereto.

          5.11 Additional Guarantors.  If at any time on or
after the Closing Date, any one or more Domestic
Subsidiaries shall constitute a Material Domestic
Subsidiary, the Company shall promptly notify the Agent
thereof, which notice shall specify the date as of which
such Domestic Subsidiary or Subsidiaries became a
Material Domestic Subsidiary.  (Each reference hereafter
in this Section 5.11 to a Material Domestic Subsidiary
shall mean each Subsidiary constituting such Material
Domestic Subsidiary.)  Within 90 days after the date
specified in such notice, the Company shall cause such
Material Domestic Subsidiary to execute and deliver to
the Agent a Guaranty, together with such supporting
documentation, including corporate resolutions and/or
opinions of counsel with respect to such additional


                             60

<PAGE>


Guaranty, as may be reasonably required by the Agent.
Notwithstanding the foregoing, (i) if the Company
acquires a Material Domestic Subsidiary pursuant to a
Permitted Acquisition, the Company may, as an
alternative to complying with the preceding sentence,
within 90 days after the consummation of such Permitted
Acquisition, cause such Material Domestic Subsidiary to
merge into, or to transfer all or substantially all of
its assets to, the Company or a Guarantor, and (ii) the
Company shall comply with the preceding sentence or, in
the alternative, the preceding clause (i), with respect
to Sanofi Diagnostics Pasteur, Inc. and Genetic Systems
no later than March 31, 2000.  In addition, if any
Subsidiary of the Company guarantees the obligations of
the Company under the Senior Secured Credit Agreement,
such Subsidiary shall also deliver a Guaranty to the
Agent, together with such supporting documentation,
including corporate resolutions and/or opinions of
counsel with respect to such additional Guaranty, as may
be reasonably required by the Agent.

          5.12 Exchange of Rollover Bridge Notes.  The Company
will, on or before the fifth Business Day following the
written request (the "Exchange Request") of the holder
of any Rollover Bridge Note (or beneficial owner of a
portion thereof):

          (a)  Execute and deliver, cause each Guarantor to
execute and deliver, and cause a bank or trust company
acting as trustee thereunder to execute and deliver, the
Senior Subordinated Indenture, if such Senior
Subordinated Indenture has not previously been executed
and delivered, and

          (b)  Execute and deliver to such holder or beneficial
owner in accordance with the Senior Subordinated
Indenture a note in the form attached to the Senior
Subordinated Indenture (the "Exchange Notes") bearing an
increasing interest rate equal to the Rollover Bridge
Loan Rate in exchange for such Rollover Bridge Note
dated the date of the issuance of such Exchange Note,
payable to the order of such holder or owner, as the
case may be, in the same principal amount as such
Rollover Bridge Note (or portion thereof) being
exchanged, and cause each Guarantor to endorse its
guarantee thereon.

          The Exchange Request shall specify the principal
amount of the Rollover Bridge Notes to be exchanged
pursuant to this Section 5.12 which shall be at least
$5,000,000 and integral multiples of $500,000 in excess
thereof (or, in the case any Lender holds Rollover
Bridge Notes with an outstanding amount less than


                             61

<PAGE>


$5,000,000, such remaining amount).  Rollover Bridge
Notes delivered to the Company under this Section 5.12
in exchange for Exchange Notes shall be cancelled by the
Company and the corresponding amount of the Rollover
Bridge Loan deemed repaid and the Exchange Notes shall
be governed by and construed in accordance with the
terms of the Senior Subordinated Indenture.

          5.13 Permanent Securities.  Upon the request of WDR, the
Company will issue Permanent Securities in such amount
as will generate gross proceeds equal to up to
$150,000,000, which shall be used to repay (i) all
outstanding Bridge Notes, Rollover Bridge Notes and
Exchange Notes and all related fees and expenses and
(ii) otherwise be applied as required under the Senior
Secured Credit Agreement.  Such securities shall have
such form, term, guarantees, covenants, default and
subordination provisions and other terms as are
customary for securities of the type issued and may be
issued in one or more tranches, all as determined by
WDR, in its sole discretion; provided, however, that the
Permanent Securities will bear interest at a rate per
annum not greater than 18% and shall be subject to the
Maximum Cash Interest Rate.  WDR will act as the
exclusive lead underwriter, lead arranger or lead
placement agent (as it shall determine in its sole
discretion) and AAI will act as the exclusive co-
underwriter, co-arranger or co-placement agent, in
connection with such issuance of Permanent Securities
pursuant to the provisions of the Engagement Letter.
The Company will do all things reasonably required in
the opinion of WDR and AAI in connection with the sale
of the Permanent Securities.  In addition, WDR and AAI
may require the Company to execute an underwriting or
purchase agreement providing for the issuance of
Permanent Securities contemplated by this Section 5.13
substantially in the form of WDR's standard underwriting
or purchase agreement, modified as appropriate to
reflect the terms of the transactions contemplate
thereby and containing such terms, covenants,
conditions, representations, warranties and indemnities
as are customary in similar transactions and providing
for the delivery of legal opinions, comfort letters and
officers' certificates, all in form and substance
reasonably satisfactory to WDR and AAI, as well as such
other terms and conditions as WDR and AAI reasonably
consider appropriate in light of the then prevailing
market conditions applicable to similar financings.

          5.14 Lenders Meeting.  The Company will participate in a
meeting with the Lenders once during each Fiscal Year to
be held at a location and a time selected by the Company
and reasonably satisfactory to the Lenders.


                             62

<PAGE>


          5.15 Note Documents.  Each of the Company and the
Guarantors shall, on the date it executes and delivers
any Note Document, have the full corporate (or
equivalent) power, authority and capacity to do so and
to perform all of its obligations to be performed
thereunder; all corporate (or equivalent) and other
acts, conditions and things required to be done and
performed or to have occurred prior to such execution
and delivery to constitute them as valid and legally
binding obligations of the Company enforceable against
the Company and the Guarantors in accordance with their
respective terms except to the extent that the
enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement of creditors' rights generally
or by general principles of equity (regardless of
whether such enforcement is considered in a proceeding
in equity or at law), shall have been done and performed
and shall have occurred in due compliance with all
applicable laws; on the date of such execution and
delivery by the Company and the Guarantors, each Note
Document shall constitute a legal, valid, binding and
unconditional obligation of the Company or the
Guarantor, as the case may be, enforceable against the
Company or such Guarantors, as the case may be, in
accordance with its respective terms, except to the
extent that the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or
similar laws affecting the enforcement of creditors'
rights generally or by general principles of equity
(regardless of whether such enforcement is considered in
a proceeding in equity or at law).

          5.16 Syndication.  The Company shall actively
assist WDR in achieving syndication of the Bridge Loan
Commitment and the Bridge Loan in a manner reasonably
satisfactory to WDR.  In the event that such syndication
cannot be achieved in a manner reasonably satisfactory
to WDR under the terms and conditions set forth herein,
the Company shall cooperate with WDR in developing an
alternative structure that will permit syndication of
the Bridge Loan Commitment and the Bridge Loan in a
manner reasonably satisfactory to WDR and the Company.
Syndication of the Bridge Loan Commitment and the Bridge
Loan will be accomplished by a variety of means,
including direct contact during the syndication between
senior management and advisors of the Company and the
proposed Lenders.  To assist WDR in its syndication
efforts, the Company shall (a) provide and cause its
advisors to provide WDR and the other Lenders upon
request with all information reasonably deemed necessary
by WDR to complete syndication, including but not
limited to information and evaluations prepared by the
Company and its advisors, or on its behalf, relating to
the Transactions, provided that the Company does not


                             63

<PAGE>


hereby waive its attorney-client privilege, (b) assist
WDR in the preparation of the Offering Memorandum
described in Section 3.1(o) and (c) otherwise assist WDR
in its syndication efforts, including making available
officers and advisors of the Company from time to time
to attend and make presentations regarding the business
and prospects of the Company at a meeting or meetings of
prospective Lenders.

          It is understood and agreed that WDR, after
consultation with the Company, will manage and control
all aspects of the syndication, including decisions as
to the selection of proposed Lenders and any titles
offered to proposed Lenders, when commitments will be
accepted and the final allocations of the commitments
among the Lenders.  WDR agrees to use its reasonable
efforts to satisfy the Company's preferences with
respect to the selection of proposed Lenders and the
final allocation of the commitments among the Lenders.


SECTION 6.     NEGATIVE COVENANTS

          The Company covenants and agrees that until
the satisfaction in full of the Loans and the Notes and
all other Obligations due under this Agreement it will
fully and timely perform all covenants in this Section
6.

          6.1  Dividends.  The Company will not, nor will it
permit any Subsidiary to, declare or pay any dividends
or make any distributions on its capital stock (other
than dividends payable in its own capital stock) or
redeem, repurchase or otherwise acquire or retire any of
its Equity Interests at any time outstanding, except
that any Subsidiary may declare and pay dividends or
make distributions to the Company or to a Wholly-Owned
Subsidiary and excluding share repurchases of the
Company's capital stock used solely to fund employee
stock purchase plans and employee stock option plans,
provided such share repurchases do not exceed $5,000,000
in the aggregate in any fiscal year.

          6.2  Indebtedness.  The Company will not, nor will it
permit any Subsidiary to, Incur any Indebtedness,
except:

          (a)  The Loans.

          (b)  Indebtedness under the Senior Secured Credit
Agreement in an amount not to exceed $220,000,000.


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          (c)  Indebtedness (other than Indebtedness of
Foreign Subsidiaries) existing on the date hereof and
described in Schedule 6.2.

          (d)  Indebtedness arising under Rate Management
Transactions and other Financial Contracts permitted by
Section 6.14.

          (e)  Indebtedness of Foreign Subsidiaries not exceeding
$25,000,000 (or equivalent in foreign currencies) in
aggregate principal amount at any one time outstanding.

          (f)  Factoring of accounts and notes receivable of
Foreign Subsidiaries, provided that (i) such receivables
sold without recourse to the selling Foreign Subsidiary
shall be sold on commercially reasonable terms and (ii)
the liabilities of such Foreign Subsidiaries with
respect to such receivables sold with recourse to the
selling Foreign Subsidiary shall not exceed $10,000,000
(or equivalent in foreign currencies) in the aggregate
at any time.

          (g)  Indebtedness constituting Contingent Obligations
permitted by Section 6.13.

          (h)  Indebtedness incurred pursuant to so-called
"synthetic lease" transactions ("Synthetic Leases") and
Sale and Leaseback Transactions, provided that at the
time such transaction is entered into (A) no Default or
Event of Default exists and (B) the Leverage Ratio as of
the last day of the most recent fiscal quarter for which
the Company has delivered financial statements pursuant
to Section 5.1 on a pro forma basis as if such Synthetic
Lease or Sale and Leaseback Transaction were entered
into at the beginning of the four-fiscal quarter period
ending on such day would have been equal to or less than
3.00 to 1.

          (i)  Indebtedness of the Company to any Subsidiary or of
any Guarantor to the Company or any other Guarantor or
of any Subsidiary that is not a Guarantor to any other
Subsidiary that is not a Guarantor; provided that if the
Company or any Guarantor is the obligor on such
Indebtedness, such Indebtedness shall be expressly
subordinate to the payment in full of the Obligations in
a manner satisfactory in form and substance to the
Agent.



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<PAGE>

          (j) Other Indebtedness, not otherwise permitted by
clauses (a) through (i) above, not exceeding $15,000,000
in the aggregate outstanding at any one time.

          6.3  Merger.  The Company will not, nor will it permit
any Subsidiary to, merge or consolidate with or into any
other Person, except that a Subsidiary may merge (i)
into the Company or a Wholly-Owned Subsidiary or (ii) in
connection with a Permitted Acquisition.

          6.4  Sale of Assets.  The Company will not, nor will it
permit any Subsidiary to, lease, sell or otherwise
dispose of its Property to any other Person, except:

          (a)  Sales of inventory in the ordinary course of
business.

          (b)  Sales by Foreign Subsidiaries of accounts
receivable and notes receivable permitted by Section
6.2(f).

          (c)  Sales or other dispositions of Property in
connection with Synthetic Leases and Sale and Leaseback
Transactions permitted by Section 6.2(h).

          (d)  Equipment or other assets traded in or exchanged
for replacement assets.

          (e)  Leases, sales or other dispositions of its Property
(excluding leases, sales or other dispositions permitted
under clauses (a) through (d) above) that, together with
all other Property of the Company and its Subsidiaries
previously leased, sold or disposed of as permitted by
this clause (e) during the four-fiscal quarter period
ending with the fiscal quarter in which any such lease,
sale or other disposition occurs, do not constitute a
Substantial Portion of the Property of the Company and
its Subsidiaries, provided that during the continuance
of a Default or an Event of Default, any disposition of
Property constituting Collateral (as defined in the
Senior Secured Credit Agreement) pursuant to this clause
(e) shall be for consideration consisting only of cash
and Cash Equivalent Investments.

          6.5  Investments and Acquisitions.  The Company
will not, nor will it permit any Subsidiary to, make or
suffer to exist any Investments (including without
limitation, loans and advances to, and other Investments
in, Subsidiaries), or


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<PAGE>

commitments therefor, or to create
any Subsidiary or to become or remain a partner in any
partnership or joint venture, or to make any Acquisition
of any Person, except:

          (a)  Cash Equivalent Investments.

          (b)  Existing Investments in Subsidiaries and other
Investments in existence on the date hereof and
described in Schedule 6.5.

          (c)  Investments by the Company or any Guarantor in
Subsidiaries other than Guarantors, in addition to
Investments permitted by clause (b) above, not to exceed
in the aggregate during the term of this Agreement the
sum of (i) $15,000,000 (or equivalent in foreign
currencies) plus (ii) the cumulative amount of
repayments of principal, returns of capital and
dividends received by the Company or any Guarantor from
Subsidiaries other than Guarantors on Investments
(including existing Investments) in such Subsidiaries.

          (d)  Investments in the Company and in Subsidiaries that
are Guarantors, and Investments by Subsidiaries that are
not Guarantors in other Subsidiaries that are not
Guarantors.

          (e)  Investments constituting Rate Management
Transactions and Financial Contracts permitted by
Section 6.14.

          (f)  Permitted Acquisitions and Investments in joint
ventures, provided that no Default or Event of Default
exists before or after giving effect to such Permitted
Acquisition or such joint venture Investment.

          (g)  Other Investments not otherwise permitted by
clauses (a) through (f) above, not exceeding in the
aggregate during the term of this Agreement the sum of
(i) $10,000,000 plus (ii) the cumulative amount of
repayments of principal, returns of capital and
dividends received by the Company or any Guarantor on
Investments made pursuant to this clause (g).

          6.6  Liens.  The Company will not, nor will it permit
any Subsidiary to, create, incur, or suffer to exist any
Lien in, of or on the Property of the Company or any of
its Subsidiaries, except:

          (a)  Liens securing Indebtedness and other obligations
under the Senior Secured Credit Agreement.


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<PAGE>



          (b)  Liens for taxes, assessments or governmental
charges (other than Liens imposed by the PBGC) or levies
on its Property if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or
are being contested in good faith and by appropriate
proceedings and for which adequate reserves shall have
been set aside on its books if and to the extent
required by Agreement Accounting Principles.

          (c)  Liens imposed by law, such as carriers',
warehousemen's and mechanics' liens and other similar
liens arising in the ordinary course of business which
secure payment of obligations not more than 60 days past
due or which are being contested in good faith by
appropriate proceedings and for which adequate reserves
shall have been set aside on its books if and to the
extent required by Agreement Accounting Principles.

          (d)  Liens arising out of pledges or deposits under
worker's compensation laws, unemployment insurance, old
age pensions, or other social security or retirement
benefits, or similar legislation.

          (e)  Utility easements, building restrictions and such
other encumbrances or charges against real property as
are of a nature generally existing with respect to
properties of a similar character and which do not in
any material way affect the marketability of the same or
interfere with the use thereof in the business of the
Company or its Subsidiaries.

          (f)  Liens granted to or for the benefit of any of the
agent or any lender under the Senior Secured Credit
Agreement, or any of their respective Affiliates,
pursuant to any Rate Management Transaction.

          (g)  Liens on property of Foreign Subsidiaries in
connection with banker's acceptances with maturities not
in excess of 180 days.

          (h)  Liens on accounts and notes receivable of Foreign
Subsidiaries securing loans and advances to Foreign
Subsidiaries permitted by Section 6.2.

          (i)  Liens against equipment, property, or plant leased
by the Company or any Subsidiary in favor of the lessor
thereof.


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<PAGE>



          (j) Purchase money Liens to secure Indebtedness
permitted hereunder, and extensions, renewals and
refinancing thereof so long as the principal amounts
thereof are not increased.

          (k) Liens to secure the performance of tenders,
statutory obligations, bids, leases, government
contracts, performance and surety bonds and other
similar obligations in the ordinary course of business.

          (l) Liens on documents and related property arising in
connection with trade letters of credit in the ordinary
course of business.

          (m) Liens (excluding liens permitted under clauses (a)
through (l) above) existing on the date hereof, the
aggregate amount of liabilities secured by which does
not exceed $5,000,000.  All such Liens securing
liabilities in excess of $250,000 are listed on Schedule
6.6 hereto.

          (n) Liens (excluding Liens permitted under clauses (a)
through (m) above) to secure obligations of the Company
or any Subsidiary, the principal amount of which does
not exceed $15,000,000 at any one time.

          6.7  Capital Expenditures.  The Company will not, nor
will it permit any Subsidiary to, expend, or be
committed to expend, in excess of $40,000,000 for
Capital Expenditures during any one Fiscal Year,
commencing with Fiscal Year 1999, in the aggregate for
the Company and its Subsidiaries on a consolidated
basis; provided, however, that for each Fiscal Year
after 1999, such aggregate amount shall be increased by
an amount (the "Carryover Amount") that is the lesser of
(i) the excess, if any, of (A) the maximum aggregate
amount of Capital Expenditures (including any Carryover
Amount) permitted pursuant to this Section 6.7 for the
immediately preceding fiscal year over (B) the aggregate
amount of actual Capital Expenditures during such
preceding Fiscal Year and (ii) $40,000,000.
Notwithstanding the foregoing and in addition thereto,
the Company and its Subsidiaries may make Capital
Expenditures (1) in an amount equal to Available Net
Cash Proceeds (as defined in the Senior Secured Credit
Agreement) in accordance with Section 2.7.2(a) of the
Senior Secured Credit Agreement and (2) in an amount
equal to Excess Cash Flow (as defined in the Senior
Secured Credit Agreement) on a cumulative basis to the
extent not required to be applied as a mandatory
prepayment of the loans under the Senior Secured Credit
Agreement.


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<PAGE>



          6.8  Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries.  (a) The Company
shall not (and shall not suffer or permit any of its
Domestic Subsidiaries to), directly or indirectly, enter
into any agreement with any Person which prohibits or
limits the ability of any of the Company or any of its
Domestic Subsidiaries to create, incur, assume or suffer
to exist any Lien upon any of its Property or revenues,
whether now owned or hereafter acquired, other than (i)
this Agreement and the other Loan Documents, (ii) the
Senior Secured Credit Agreement, (iii) Lien restrictions
in a Capitalized Lease or other purchase money financing
arrangement permitted hereunder relating to the asset
financed thereunder and (iv) purchase agreements,
license agreements, leases and other similar agreements
entered into in the ordinary course of business that
prohibit a Lien on the asset or assets subject to such
agreements.

          (b)  The Company shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, create,
assume or suffer to exist any consensual restriction on
the ability of any of its Subsidiaries to pay dividends
or make other distributions to or on behalf of, or to
pay any obligation to or on behalf of, or otherwise to
transfer assets or Property to or on behalf of, or make
or pay loans or advances to or on behalf of, the Company
or any of its Subsidiaries, except:

               (i)  restrictions imposed by this Agreement and the
other Loan Documents;

               (ii)  restrictions imposed by the Senior Credit
Agreement;

               (iii)  restrictions imposed by applicable law;

               (iv)  existing restrictions under Indebtedness of any
Subsidiary outstanding on the Closing Date;

               (v)  restrictions under any Acquired Indebtedness not
Incurred in violation of any agreement (including any
Equity Interest) relating to any Property, asset or
business acquired by the Company or any of its
Subsidiaries, which restrictions in each case existed at
the time of the Acquisition, were not put in place in
connection with or in anticipation of such Acquisition
and are not applicable to any Person, other than the
Person acquired, or to any Property, asset or business,
other than the Property, assets and business so
acquired;


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<PAGE>


               (vi)  restrictions with respect solely to any of its
Subsidiaries imposed pursuant to a binding agreement
which has been entered into for the sale or disposition
of all or substantially all of the Equity Interests or
assets of such Subsidiary; provided, that such
restrictions apply solely to the Equity Interests or
assets of such Subsidiary which are being sold;

               (vii)  restrictions on transfer contained in purchase
money Indebtedness; provided, that such restrictions
relate only to the transfer of the Property acquired
with the proceeds of such purchase money Indebtedness;

               (viii)  provisions with respect to the disposition or
distribution of assets or Property in joint venture
agreements, asset sale agreements, stock sale agreements
and other similar agreements entered into in the
ordinary course of business;

               (ix)  restrictions on cash or other deposits or net worth
imposed by customers under contracts entered into in the
ordinary course of business;

               (x) in connection with and pursuant to permitted
Refinancings, replacements of restrictions imposed
pursuant to clauses (ii), (iv), (v) or (vii) above or
this clause (ix) that are not more restrictive taken as
a whole than those being replaced and do not apply to
any other Person or assets than those that would have
been covered by the restrictions in the Indebtedness so
Refinanced; and

                (xi) restrictions contained in Indebtedness Incurred by
a Foreign Subsidiary in accordance with this Agreement;
provided, that such restrictions relate only to one or
more Foreign Subsidiaries.

          Notwithstanding the foregoing, (A) customary
provisions restricting subletting or assignment of any
lease entered into in the ordinary course of business,
consistent with industry practice and (B) any asset
subject to a Lien which is not prohibited to exist with
respect to such asset pursuant to the terms of this
Agreement may be subject to customary restrictions on
the transfer or disposition thereof pursuant to such
Lien.

          6.9  Affiliates.  The Company will not, and will not
permit any Subsidiary to, enter into any transaction
(including, without limitation, the purchase


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<PAGE>

or sale of
any Property or service) with, or make any payment or
transfer to, any Affiliate (other than the Company and
its Wholly-Owned Subsidiaries) except in the ordinary
course of business and pursuant to the reasonable
requirements of the Company's or such Subsidiary's
business and upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than the
Company or such Subsidiary would obtain in a comparable
arms-length transaction.

          6.10 Unfunded Liabilities.  Except as could not
reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, the
Company will not permit any Unfunded Liabilities to
exist under any Plan.

          6.11 Intentionally Omitted.

          6.12 Sale and Leaseback Transactions.  The Company will
not, nor will it permit any Subsidiary to, enter into or
suffer to exist any Sale and Leaseback Transaction other
than Sale and Leaseback Transactions and Synthetic
Leases permitted by Section 6.2(h).

          6.13 Contingent Obligations.  The Company will not, nor
will it permit any Subsidiary to, make or suffer to
exist any Contingent Obligation (including, without
limitation, any Contingent Obligation with respect to
the obligations of a Subsidiary), except (i) by
endorsement of instruments for deposit or collection in
the ordinary course of business, (ii) guaranties of
Indebtedness permitted by Section 6.2, (iii) guaranties
by the Company or any Subsidiary of employee credit card
obligations in the ordinary course of business, (iv)
recourse obligations in connection with the factoring of
accounts and notes receivable of Foreign Subsidiaries,
(v) guaranties and other Contingent Obligations of the
Company or any Subsidiary with respect to obligations of
any Subsidiary and (vi) other Contingent Obligations not
otherwise permitted by clauses (i) through (v) above not
exceeding $2,000,000 in the aggregate outstanding at any
one time.

          6.14 Financial Contracts.  The Company will not, nor
will it permit any Subsidiary to, enter into or remain
liable upon any Financial Contract, except (i) Rate
Management Transactions required pursuant to the terms
of the Senior Secured Credit Agreement and (ii) other
Financial Contracts pursuant to which the Company or any
Subsidiary has hedged its reasonably estimated interest
rate, foreign currency or commodity exposure.


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<PAGE>



          6.15 Refinancing of the Loans in Part.  The Company
shall not, nor shall the Company cause or permit any of
its Subsidiaries to, Incur any Indebtedness to Refinance
the Loans in part other than the Permanent Securities or
the Exchange Notes.

          6.16 Senior Subordinated Indebtedness. Neither the
Company nor any of the Guarantors shall, directly or
indirectly, Incur any Indebtedness (other than the
Notes, the Exchange Notes, the Permanent Securities and
Indebtedness between the Company and its Wholly Owned
Subsidiaries) that is by its terms (or by the terms of
any agreement governing such Indebtedness) subordinated
in right of payment to any other Indebtedness of the
Company or of such Guarantor unless such Indebtedness is
also by its terms (or by the terms of any agreement
governing such Indebtedness) made expressly subordinate
to the Loans and the Notes and the Guarantees to the
same extent and in the same manner as such Loans and
Notes and Guarantees are subordinated to the Senior
Secured Credit Agreement.

          6.17 Leverage Ratio.  (a) The Company will not permit
the ratio, determined as of the end of each of its
fiscal quarters, of (i) Consolidated Funded Indebtedness
to (ii) Consolidated EBITDA for the then most-recently
ended four fiscal quarters to be greater than 5.00 to 1.

          (b)  In the event that the Company or any Subsidiary
shall have consummated a Permitted Acquisition or
Investment in a joint venture during any four fiscal
quarter period for which the Leverage Ratio covenant
contained in this Section 6.17 is calculated, the
Leverage Ratio shall be calculated as if such Permitted
Acquisition or Investment (including any Indebtedness
Incurred in connection therewith) had been consummated
on the first day of such four fiscal quarter period,
provided that the Company shall not include such
Permitted Acquisition or Investment in the calculation
of Consolidated EBITDA, unless the Company shall have
delivered to the Lenders, at or prior to the time
financial statements as of the last day of such four
fiscal quarter period are delivered to the Lenders
pursuant to Section 5.1, audited financial statements of
the acquired business or Person or joint venture, as the
case may be, stated in Dollars and presented in
conformity with GAAP, and covering the period from the
first day of such four fiscal quarter period to the
actual date of the consummation of such Permitted
Acquisition or Investment.

SECTION 7.     EVENTS OF DEFAULT


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<PAGE>



          7.1  Events of Default.  The occurrence
of any one or more of the following events shall
constitute an Event of Default:

          (aa)  Any representation or warranty made or deemed made
by or on behalf of the Company or any of its
Subsidiaries to the Lenders or the Agent under or in
connection with this Agreement, any Loan, or any
certificate or information delivered in connection with
this Agreement or any other Loan Document shall be
materially false on the date as of which made.

          (b)  Nonpayment of principal of any Loan when due, or
nonpayment of interest upon any Loan or of any
commitment fee or other obligations under any of the
Loan Documents within five days after the same becomes
due.

          (c)  The breach by the Company of any of the terms or
provisions of Section 5.2 or Section 6; or the breach by
the Company of any of the terms and conditions of
Section 5.1, 5.3, 5.6 or 5.9 which is not remedied
within ten days.

          (d)  The breach by the Company (other than a breach
which constitutes an Event of Default under another
subsection of this Section 7) of any of the terms or
provisions of this Agreement or any other Loan Document
which is not remedied within thirty days after written
notice from the Agent or the Required Lenders.

          (e)  (i) Failure of the Company or any of its
Subsidiaries to pay when due any Indebtedness (other
than Indebtedness owing by the Company to any Subsidiary
or by any Subsidiary to the Company or another
Subsidiary and other than Rate Management Obligations)
outstanding in a principal amount aggregating in excess
of $5,000,000 ("Material Indebtedness"); or the default
by the Company or any of its Subsidiaries in the
performance (beyond the applicable grace period with
respect thereto, if any) of any term, provision or
condition contained in any agreement under which any
such Material Indebtedness was created or is governed,
or any other event shall occur or condition exist, the
effect of which default or event is to cause, or to
permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to
become due prior to its stated maturity; or any Material
Indebtedness of the Company or any of its Subsidiaries
then outstanding in a principal amount in excess of
$2,500,000 shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a
regularly scheduled


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<PAGE>

payment and other than in connection
with the refinancing of the Bridge Loan with the
proceeds of the Permanent Securities) prior to the
stated maturity thereof; or the Company or any of its
Subsidiaries shall not pay, or shall admit in writing
its inability to pay, its debts generally as they become
due; or (ii) the occurrence of an early termination
under any Rate Management Transaction resulting from (A)
any event of default under such Rate Management
Transaction as to which the Company or any Subsidiary is
the defaulting party or (B) any termination event as to
which the Company or any Subsidiary is an affected party
and, in either event, the termination value or other
similar obligation owed by the Company or such
Subsidiary as a result thereof is in excess of
$5,000,000 and remains unpaid.

          (f)  The Company or any of its Material Subsidiaries
shall (i) have an order for relief entered with respect
to it under the Bankruptcy Law as now or hereafter in
effect, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian,
trustee, examiner, liquidator or similar official for it
or any Substantial Portion of its Property, (iv)
institute any proceeding seeking an order for relief
under the Bankruptcy Law as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition
of it or its debts under any Bankruptcy Law or fail to
file (by the deadline for such filing) an answer or
other pleading denying the material allegations of any
such proceeding filed against it, (v) take any corporate
or partnership action to authorize or effect any of the
foregoing actions set forth in this Section 7.1(f) or
(vi) fail to contest in good faith and in a reasonably
timely manner any appointment or proceeding described in
Section 7.1(g).

          (g)  Without the application, approval or consent of the
Company or any of its Material Subsidiaries, a receiver,
trustee, examiner, liquidator or similar official shall
be appointed for the Company or any of its Material
Subsidiaries or any Substantial Portion of its Property,
or a proceeding described in Section 7.1(f)(iv) shall be
instituted against the Company or any of its Material
Subsidiaries and in each case such appointment continues
undischarged or such proceeding continues undismissed or
unstayed for a period of 60 consecutive days.

          (h)  Any court, government or governmental agency
shall condemn, seize or otherwise appropriate, or take
custody or control of, all or any portion of the
Property of the Company and its Subsidiaries which, when
taken together with all other Property of the Company
and its Subsidiaries so condemned,


                             75

<PAGE>

seized, appropriated,
or taken custody or control of, during the twelve-month
period ending with the month in which any such action
occurs, constitutes a Substantial Portion.

          (i)  The Company or any of its Subsidiaries shall fail
within 30 days to pay, bond or otherwise discharge one
or more (i) judgments or orders for the payment of money
(except to the extent covered by insurance as to which
the insurer has not disclaimed coverage) in excess of
$5,000,000 (or the equivalent thereof in currencies
other than Dollars) in the aggregate, or (ii)
nonmonetary judgments or orders which, individually or
in the aggregate, could reasonably be expected to have a
Material Adverse Effect, which judgment(s), in any such
case, is/are not stayed on appeal or otherwise being
appropriately contested in good faith in a reasonably
timely manner.

          (j) The Company or any other member of the Controlled
Group shall have been notified by the sponsor of a
Multiemployer Plan that it has incurred withdrawal
liability to such Multiemployer Plan in an amount which,
when aggregated with all other amounts required to be
paid to Multiemployer Plans by the Company or any other
member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), could
reasonably be expected to have a Material Adverse
Effect.

          (k) The Company or any other member of the Controlled
Group shall have been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such
reorganization or termination the aggregate annual
contributions of the Company and the other members of
the Controlled Group (taken as a whole) to all
Multiemployer Plans which are then in reorganization or
being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the
respective plan years of each such Multiemployer Plan
immediately preceding the plan year in which the
reorganization or termination occurs by an amount which
could reasonably be expected to have a Material Adverse
Effect.

          (l) The Company or any of its Subsidiaries shall
(i) be the subject of any order by any Governmental
Authority or any judicial determination of liability
pertaining to the release by the Company, any of its
Subsidiaries or any other Person of any toxic or
hazardous waste or substance into the environment, or


                             76

<PAGE>



(ii) violate any Environmental Law, which, in the case
of an event described in clause (i) or clause (ii),
could reasonably be expected to have a Material Adverse
Effect, taking into account amounts to be paid by third
parties.

          (m) Any Guarantor shall take any action to revoke or
discontinue or to assert the invalidity or
unenforceability of any Guarantee, or any Guarantor
shall deny that it has any further liability under any
Guarantee to which it is a party, or shall give notice
to such effect.

          7.2  Acceleration.  If any Event of Default described in
Section 7.1(f) or 7.1(g) occurs with respect to the
Company, the obligations of the Lenders to make Loans
hereunder shall automatically terminate and the
Obligations shall immediately become due and payable
without any election or action on the part of the Agent
or any Lender.  If any other Event of Default occurs,
the Required Lenders (or the Agent with the consent of
the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans, or declare the
Obligations to be due and payable, or both, whereupon
the Obligations shall become immediately due and
payable, without presentment, demand, protest or notice
of any kind, all of which the Company hereby expressly
waives.

          If, within 30 days after acceleration of the
maturity of the Obligations or termination of the
obligations of the Lenders to make Loans hereunder as a
result of any Event of Default (other than any Event of
Default as described in Section 7.1(f) or 7.1(g) with
respect to the Company) and before any judgment or
decree for the payment of the Obligations due shall have
been obtained or entered, the Required Lenders (in their
sole discretion) shall so direct, the Agent shall, by
notice to the Company, rescind and annul such
acceleration and/or termination.


SECTION 8.     SUBORDINATION

          8.1  Obligations Subordinated to Senior
Debt of the Company.  The Lenders covenant and agree
that payments of the Obligations by the Company shall be
subordinated in accordance with the provisions of this
Section 8 to the prior indefeasible payment in full, in
cash or Cash Equivalent Investments, of all amounts
payable in respect of Senior Debt of the Company,
whether now outstanding or hereafter created, that the
subordination is for the benefit of the holders of
Senior Debt of the Company, and that each holder of
Senior Debt of the Company whether


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now outstanding or
hereafter Incurred shall be deemed to have acquired
Senior Debt of the Company in reliance upon the
covenants and provisions contained in this Agreement.

          8.2  Priority and Payment Over of Proceeds in Certain
Events.

          (a)  Subordination on Dissolution, Liquidation or
Reorganization of the Company.  Upon any payment or
distribution of assets or securities of the Company of
any kind or character, whether in cash, property or
securities, upon any dissolution or winding up or total
or partial liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all
Senior Debt of the Company shall first be indefeasibly
paid in full in cash or Cash Equivalent Investments (or
such payment shall first be duly provided for to the
satisfaction of the holders of Senior Debt), before the
Lenders shall be entitled to receive any payment by the
Company of any Obligations (other than Junior
Securities), and upon any such dissolution or winding up
or liquidation or reorganization, any payment or
distribution of assets or securities of the Company of
any kind or character, whether in cash, property or
securities (other than Junior Securities), to which the
Lenders would be entitled except for the provisions of
this Section 8 shall be made by the Company or by any
receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or
distribution, directly to the holders of the Senior Debt
of the Company or their representatives to the extent
necessary to pay all of the Senior Debt of the Company
to the holders of such Senior Debt of the Company.

          (b)  Subordination on Default on Senior Debt.  Upon
the maturity of any Senior Debt of the Company by lapse
of time, acceleration or otherwise, all Senior Debt of
the Company then due and payable shall first be
indefeasibly paid in full in cash or Cash Equivalent
Investments (or such payment shall first be duly
provided for to the satisfaction of the holders of
Senior Debt), before any payment is made by the Company
or any Person acting on behalf of the Company with
respect to the Obligations (other than Junior
Securities).  No direct or indirect payment by the
Company or any Person acting on behalf of the Company of
any Obligations whether pursuant to the terms of the
Loans or upon acceleration or otherwise shall be made
(other than Junior Securities), if at the time of such
payment, there exists a default (as defined in the
document governing any Senior Debt of the Company) in
the payment of all or any portion of any Senior Debt of
the Company and such default shall not have been cured
or waived in writing or the benefits of this sentence


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waived in writing by or on behalf of the holders of such
Senior Debt.  In addition, during the continuation of
any other event of default with respect to the Senior
Debt of the Company pursuant to which the maturity
thereof may be accelerated, upon the receipt by the
Agent of written notice from the Representative of the
holders of such Senior Debt, no such payment may be made
by the Company upon or in respect of the Obligations
(other than Junior Securities), for a period (a "Payment
Blockage Period") commencing on the date of receipt of
such notice and ending 179 days after receipt of such
notice (unless such Payment Blockage Period shall be
terminated by written notice to the Agent from such
Representative).  Notwithstanding anything herein to the
contrary, (x) in no event will a Payment Blockage Period
or successive Payment Blockage Periods with respect to
the same payment on the Obligations extend beyond 179
days from the date the payment on the Obligations was
due and (y) only one such Payment Blockage Period may be
commenced within any 360 consecutive days.  For all
purposes of this Section 8.2(b), no event of default
which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect
to the Senior Debt of the Company initiating such
Payment Blockage Period shall be, or be made, the basis
for the commencement of a second Payment Blockage Period
by the holders or by the Representative of such Senior
Debt whether or not within a period of 360 consecutive
days, unless such event of default shall have been cured
or waived for a period of not less than 90 consecutive
days.

          (c)  Rights and Obligations of the Lenders.  In the
event that, notwithstanding the foregoing provisions
prohibiting such payment or distribution, the Agent or
any Lender shall have received any payment on account of
any Obligation (other than as permitted by Sections (a)
and (b) of this Section 8.2) at a time when such payment
is prohibited by this Section 8.2, then and in such
event such payment or distribution shall be received and
held in trust for the Representative of the holders of
the Senior Debt of the Company and shall be paid over or
delivered to Representative of the holders of the Senior
Debt of the Company remaining unpaid to the extent
necessary to pay in full in cash or Cash Equivalent
Investments all Senior Debt of the Company in accordance
with their terms after giving effect to any concurrent
payment or distribution to the holders of such Senior
Debt of the Company.

          If payment of the Obligations is accelerated
because of an Event of Default, the Company shall
promptly notify the Representative of the holders of


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<PAGE>


Senior Debt of the Company of the acceleration.  If any
Senior Debt is outstanding, the Company may not make any
payment on account of such accelerated Obligations until
five Business Days after such Representative receives
notice of such acceleration and, thereafter, may pay the
Obligations only if this Section 8 otherwise permits
payment at that time.

          Upon any payment or distribution of assets or
securities referred to in this Section 8, the Lenders
(notwithstanding any other provision of this Agreement)
shall be entitled to rely upon any order or decree of a
court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization
proceedings are pending, and upon a certificate of the
receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making any such payment or
distribution, delivered to the Lenders for the purpose
of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Debt of the
Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Section 8.

          The Company shall give written notice to each
of the Lenders of any default or event of default under
any Senior Debt of the Company or under any agreement
pursuant to which Senior Debt of the Company may have
been issued, and, in the event of any such event of
default, shall provide to the Agent the names and
addresses of the Representatives of holders of such
Senior Debt of the Company.

          With respect to the holders and owners of
Senior Debt of the Company, each Lender undertakes to
perform only such obligations on the part of such Lender
as are specifically set forth in this Section 8, and no
implied covenants or obligations with respect to the
holders or owners of Senior Debt of the Company shall be
read into this Agreement against the Lenders.  The
Lenders shall not be deemed to owe any fiduciary duty to
the holders or owners of Senior Debt of the Company or
to the agent under the Senior Secured Credit Agreement
or any Representative of the holders of the Senior Debt
of the Company.

          8.3  Payments May Be Paid Prior to Dissolution.  Nothing
contained in this Section 8 or elsewhere in this
Agreement shall prevent or delay (a) the Company, except
under the conditions described in Section 8.2, from
making payments at any time for the purpose of paying
Obligations, or from depositing with the Agent any
moneys for such payments, or (b) subject to Section 8.2,
the


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<PAGE>

application by the Agent of any moneys deposited
with it for the purpose of paying Obligations.

          8.4  Rights of Holders of Senior Debt of the Company Not
To Be Impaired.  No right of any present or future
holder of any Senior Debt of the Company to enforce
subordination as provided in this Section 8 shall at any
time in any way be prejudiced or impaired by any act or
failure to act by any such holder (other than an express
waiver of subordination or an amendment of this Section
8.4), or by any noncompliance by the Company with the
terms and provisions and covenants herein, regardless of
any knowledge thereof any such holder may have or
otherwise be charged with.  Without in any way limiting
the generality of the foregoing sentence, such holders
of Senior Debt of the Company may, at any time and from
time to time without impairing or releasing the
subordination provided in this Section 8 or the
obligations of the Lender hereunder to the holders of
Senior Debt of the Company, do any one or more of the
following:  (a) change the manner, place, terms or time
of payment of, or renew or alter, Senior Debt of the
Company or otherwise amend or supplement in any manner
Senior Debt of the Company or any instrument evidencing
the same or any agreement under which any Senior Debt of
the Company is outstanding; (b) sell, exchange, release,
or otherwise deal with any property pledged, mortgaged,
or otherwise securing Senior Debt of the Company or fail
to perfect or delay in the perfection of the security
interest in such property; (c) release any Person liable
in any manner for the collection of Senior Debt of the
Company; and (d) exercise or refrain from exercising any
rights against the Company or any other Person.  Each
Lender by purchasing or accepting a Note waives any and
all notice of the creation, modification, renewal,
extension or accrual of any Senior Debt of the Company
and notice of or proof of reliance by any holder or
owner of Senior Debt of the Company upon this Section 8
and the Senior Debt of the Company shall conclusively be
deemed to have been Incurred in reliance upon this
Section 8, and all dealings between the Company and the
holders and owners of the Senior Debt of the Company
shall be deemed to have been consummated in reliance
upon this Section 8.

          The provisions of this Section 8 are intended
to be for the benefit of, and shall be enforceable
directly by, the holders of the Senior Debt of the
Company.

          8.5  Subrogation.  Upon the indefeasible payment in full
in accordance with the terms of Section 8.2 of all
amounts payable under or in respect of the Senior Debt
of the Company, the Lenders shall be subrogated to the
rights of


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<PAGE>

the holders of such Senior Debt of the Company
to receive payments or distributions of assets of the
Company made on such Senior Debt of the Company until
the Obligations shall be paid in full in cash or Cash
Equivalent Investments to the extent set forth herein;
and for purposes of such subrogation no payments or
distributions to holders of such Senior Debt of the
Company of any cash, property or securities to which the
Lenders would be entitled except for the provisions of
this Section 8, and no payment over pursuant to the
provisions of this Section 8 to holders of such Senior
Debt of the Company by the Lenders, shall, as between
the Company, its creditors other than holders of such
Senior Debt of the Company and the Lenders, be deemed to
be a payment by the Company to or on account of such
Senior Debt of the Company, it being understood that the
provisions of this Section 8 are solely for the purpose
of defining the relative rights of the holders of such
Senior Debt of the Company, on the one hand, and the
Lenders, on the other hand.  A release of any claim by
any holder of Senior Debt of the Company shall not limit
the Lenders' rights of subrogation under this
Section 8.5.

          If any payment or distribution to which the
Lenders would otherwise have been entitled but for the
provisions of this Section 8 shall have been applied,
pursuant to the provisions of this Section 8, to the
payment of all amounts payable under the Senior Debt of
the Company, then and in such case, the Lenders shall be
entitled to receive from the holders of such Senior Debt
of the Company at the time outstanding the amount of any
such payments or distributions received by such holders
of Senior Debt of the Company in excess of the amount
sufficient to pay all Senior Debt of the Company payable
under or in respect of the Senior Debt of the Company in
full in cash or Cash Equivalent Investments in
accordance with the terms of Section 8.2.

          8.6  Obligations of the Company Unconditional.  Nothing
contained in this Section 8 or elsewhere in this
Agreement is intended to or shall impair as between the
Company and the Lenders the obligations of the Company,
which are absolute and unconditional, to pay to the
Lenders the Obligations as and when the same shall
become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of
the Lenders and creditors of the Company other than the
holders of the Senior Debt of the Company, nor shall
anything herein or therein prevent the Lenders from
exercising all remedies otherwise permitted by
applicable law upon default under this Agreement,
subject to the rights, if any, under this Section 8 of
the holders of such Senior Debt of the


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<PAGE>

Company in
respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

          The failure to make a payment on account of
Obligations by reason of any provision of this Section 8
shall not prevent the occurrence of an Event of Default
under Section 7.

          8.7  Lenders Authorize Agent To Effectuate
Subordination.  Each Lender hereby authorizes and
expressly directs the Agent on its behalf to take such
action as may be necessary or appropriate to effectuate
the subordination provided in this Section 8 and
appoints the Agent its attorney in fact for such
purpose, including, without limitation, in the event of
any dissolution, winding up, liquidation or
reorganization of the Company (whether in bankruptcy,
insolvency, receivership, reorganization or similar
proceedings or upon an assignment for the benefit of
creditors or any other similar remedy or otherwise)
tending towards liquidation of the business and assets
of the Company, the immediate filing of a claim for the
unpaid balance of the Obligations in the form required
in said proceedings and causing said claim to be
approved or the actions required to negotiate and/or
effectuate a restructuring of the Indebtedness
represented hereby.  If the Agent does not file a proper
claim or proof of debt in the form required in such
proceeding prior to 30 days before the expiration of the
time to file such claim or claims, then the holders of
the Senior Debt of the Company are hereby authorized to
have the right to file and are hereby authorized to file
an appropriate claim for and on behalf of the Lenders.
In the event of any such proceeding, until the Senior
Debt of the Company is paid in full in cash or Cash
Equivalent Investments, without the consent of the
holders of a majority in principal amount outstanding of
Senior Debt of the Company, no Lender shall waive,
settle or compromise any such claim or claims relating
to the Obligations that such Lender now or hereafter may
have against the Company.


SECTION 9.     THE AGENT

          9.1  Appointment.  Each Lender hereby
irrevocably designates and appoints UBS AG, Stamford
Branch as Agent of such Lender to act as specified
herein and in the other Loan Documents, and each Lender
hereby irrevocably authorizes UBS AG, Stamford Branch as
the Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan
Documents and to


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<PAGE>

exercise such powers and perform such
duties as are expressly delegated to the Agent by the
terms of this Agreement and the other Loan Documents,
together with such other powers as are reasonably
incidental thereto.  Notwithstanding any provision to
the contrary elsewhere in this Agreement or in any other
Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth
herein or in the other Loan Documents, or any fiduciary
relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or
otherwise exist against the Agent.  The provisions of
this Section 9 are solely for the benefit of the Agent
and the Lenders, and neither the Company nor any of its
Subsidiaries shall have any rights as a third party
beneficiary of any of the provisions hereof.  In
performing its functions and duties under this Agreement
and the other Loan Documents, the Agent shall act solely
as agent of the Lenders and the Agent does not assume
and shall not be deemed to have assumed any obligation
or relationship of agent or trust with or for the
Company or any of its Subsidiaries.

          9.2  Delegation of Duties.  The Agent may execute any of
its duties under this Agreement or any other Loan
Document by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  The Agent shall not
be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with
reasonable care.

          9.3  Exculpatory Provisions.  The Agent shall not
be (a) liable for any action lawfully taken or omitted
to be taken by it or any Person described in Section 9.2
under or in connection with this Agreement or the other
Loan Documents (except for its or such Person's own
gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction).
(b) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties
made by the Company or any of its Subsidiaries or any of
their respective officers contained in this Agreement,
any other Loan Document, or in any certificate, report,
oral or written statement or other document referred to
or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan
Document, (c) responsible in any manner to any of the
Lenders for any failure of the Company or any of its
Subsidiaries or any of their respective officers to
perform its obligations hereunder or under any other
Loan Document, (d) responsible in any manner to any of
the Lenders for the effectiveness, genuineness,
validity, enforceability, collectability or sufficiency
of this Agreement or any other Loan Document,  (e)


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<PAGE>


required to ascertain or inquire as to the performance
or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or
in any other Loan Document or as to the use of the
proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default, or (f)
required to inspect the properties, books or records of
the Company or any of its Subsidiaries.

          9.4  Reliance by Agent.  The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy,
facsimile, telex or teletype message, statement, order
or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or
made by the proper Person or Persons, and upon advice
and statements of legal counsel (including, without
limitation, counsel to the Company or any of its
Subsidiaries), independent accountants and other experts
selected by the Agent.  The Agent may deem and treat the
payee of any Note as the owner thereof for all purposes
unless the Agent shall have received an executed
assignment and assumption agreement pursuant to Section
12.1(a) in respect thereof.  The Agent shall be fully
justified in failing or refusing to take any action
under this Agreement or any other Loan Document unless
it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall
first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take
any such action.  The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders, and
such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders.

          9.5  Notice of Default.  The Agent shall not be
deemed to have knowledge or notice of the occurrence of
any Default or Event of Default hereunder unless the
Agent has received notice from a Lender or the Company
referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a
"notice of default."  In the event that the Agent
receives such a notice, the Agent shall give prompt
notice thereof to the Lenders.  The Agent shall take
such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required
Lenders; provided, that unless and until the Agent shall
have received such directions, the Agent may (but shall
not be obligated to) take such action, or


                             85

<PAGE>

refrain from
taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best
interests of the Lenders.

          9.6  Non-Reliance on Agent and Other Lenders.  Each
Lender expressly acknowledges that neither the Agent nor
any of its respective officers, directors, employees,
agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by
the Agent hereinafter taken, including any review of the
affairs of the Company or any of its Subsidiaries shall
be deemed to constitute any representation or warranty
by the Agent.  Each Lender represents to the Agent that
it has, independently and without reliance upon the
Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, made its
own appraisal of and investigation into the business,
assets, operations, property, financial and other
condition, prospects and creditworthiness of the Company
or its Subsidiaries and made its own decision to make
its Loans hereunder and enter into this Agreement.  Each
Lender also represents that it will, independently and
without reliance upon the Agent or any other Lender, and
based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not
taking action under this Agreement, and to make such
investigation as it deems necessary to inform itself as
to the business, assets, operations, property, financial
and other condition, prospects and creditworthiness of
the Company and its Subsidiaries.  The Agent shall not
have any duty or responsibility to provide any Lender
with any credit or other information concerning the
business, operations, assets, liabilities, property,
prospects, financial and other condition or
creditworthiness of the Company or any of its
Subsidiaries which may come into the possession of the
Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates.

          9.7  Indemnification.  The Lenders agree to
indemnify the Agent in its capacity as such and its
officers, directors, employees, representatives and
agents ratably according to their respective
"percentages" as used in determining the Required
Lenders at such time, from and against any and all
liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever
(including, without limitation, the fees and
disbursements of counsel for the Agent or such Person in
connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or
not the Agent or such Person shall be designated a party
thereto) which


                             86

<PAGE>

may at any time (including, without
limitation, at any time following the payment of the
Obligations) be imposed on, incurred by or asserted
against the Agent or such Person in any way as a result
of, relating to or by reason of, or arising out of the
execution, delivery or performance of this Agreement or
any other Loan Document, or any documents contemplated
by or referred to herein or the transactions
contemplated hereby of any action taken or omitted to be
taken by the Agent under or in connection with any of
the foregoing, but only to the extent that any of the
foregoing is not paid by the Company or any of its
Subsidiaries; provided, that no Lender shall be liable
to the Agent or such Person for the payment of any
portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the
gross negligence or willful misconduct of the Agent or
such Person as finally determined by a court of
competent jurisdiction.  If any indemnity furnished to
the Agent for any purpose shall, in the opinion of the
Agent, be insufficient or become impaired, the Agent may
call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such
additional indemnity is furnished.  The agreements in
this Section 9.7 shall survive the payment of all
Obligations.

          9.8  Agent in Its Individual Capacity.  The Agent and
its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the
Company and its Subsidiaries as though the Agent were
not the Agent hereunder.  With respect to the Loans made
by it and all Obligations owing to it, the Agent shall
have the same rights and powers under this Agreement as
any Lender and may exercise the same as though it were
not the Agent and the terms "Lender" and "Lenders" shall
include the Agent in its individual capacity.

          9.9  Resignation of the Agent; Successor Agent.
The Agent may resign as the Agent upon 20 days' notice
to the Lenders and the Company.  If the Agent shall
resign as Agent under this Agreement and the other Loan
Documents,  the Required Lenders shall appoint from
among the Lenders during such 20-day period a successor
Agent which is a bank or a trust company, whereupon such
successor agent shall succeed to the rights, powers and
duties of the Agent, and the term "Agent" shall mean
such successor Agent effective upon its appointment, and
the resigning Agent's rights, powers and duties as the
Agent shall be terminated, without any other or further
act or deed on the part of such former Agent or any of
the parties to this Agreement.  If the Required Lenders
are not able to appoint a successor Agent during such 20-
day period, then the Required Lenders shall carry


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<PAGE>

out the duties of Agent under the provisions of this
Agreement and the other Loan Documents until a successor
Agent is appointed.  After the resignation of the Agent
hereunder, the provisions of this Section 9 and of
Sections 12.2 and 12.3 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it
was Agent under this Agreement.


SECTION 10.    GUARANTEE

          10.1 Unconditional Guarantee.  Each
Guarantor hereby unconditionally, jointly and severally,
guarantees (such guarantee to be referred to herein as
the "Guarantee"), subject to Section 11, to each of the
Lenders and to the Agent and their respective successors
and assigns, that:  (a) the principal of and interest on
the Loans will be promptly paid in full when due,
subject to any applicable grace period, whether at
maturity, by acceleration or otherwise and interest on
the overdue principal, if any, and interest on any
interest, to the extent lawful, of the Loans and all
other obligations of the Company to the Lenders or the
Agent hereunder or thereunder will be promptly paid in
full or performed, all in accordance with the terms
hereof and thereof; and (b) in case of any extension of
time of payment or renewal of any of the Loans or of any
such other obligations, the same will be promptly paid
in full when due or performed in accordance with the
terms of the extension or renewal, subject to any
applicable grace period, whether at stated maturity, by
acceleration or otherwise, subject, however, in the case
of clauses (a) and (b) above, to the limitations set
forth in Section 10.5.  Each Guarantor hereby agrees
that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or
enforceability of the Loans or this Agreement, the
absence of any action to enforce the same, any waiver or
consent by any of the Lenders with respect to any
provisions hereof or thereof, the recovery of any
judgment against the Company, any action to enforce the
same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of
a Guarantor.  Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a
court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against
the Company, protest, notice and all demands whatsoever
and covenants that this Guarantee will not be discharged
except by complete performance of the obligations
contained in the Loans, this Agreement and in this
Guarantee.  If any Lender or the Agent is required by
any court or otherwise to return to the Company, any
Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to the Company
or any


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<PAGE>

Guarantor, any amount paid by the Company or any
Guarantor to the Agent or such Lender, this Guarantee,
to the extent theretofore discharged, shall be
reinstated in full force and effect.  Each Guarantor
further agrees that, as between each Guarantor, on the
one hand, and the Lenders and the Agent, on the other
hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Section 7 for
the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed
hereby, and (y) in the event of any acceleration of such
obligations as provided in Section 7, such obligations
(whether or not due and payable) shall forthwith become
due and payable by each Guarantor for the purpose of
this Guarantee.

          10.2 Subordination of Guarantee.  The obligations of
each Guarantor to the Lenders and to the Agent pursuant
to the Guarantee of such Guarantor and the other
sections of this Agreement are expressly subordinate and
subject in right of payment to the prior payment in full
of all Guarantor Senior Debt of such Guarantor, to the
extent and in the manner provided in Section 11.

          10.3 Severability.  In case any provision of this
Guarantee shall be invalid, illegal or unenforceable,
the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or
impaired thereby.

          10.4 Release of a Guarantor.  Upon (a) the release by
the lenders under the Senior Secured Credit Agreement of
all obligations of a Guarantor under the Senior Secured
Credit Agreement and all Liens on the property and
assets of such Guarantor relating to such Indebtedness,
or (b) the sale or disposition (whether by merger, stock
purchase, asset sale or otherwise) of a Guarantor (or
all or substantially all its assets) to an entity which
is not a Subsidiary of the Company and which sale or
disposition is otherwise in compliance with the terms of
this Agreement, such Guarantor shall be deemed released
from all obligations under this Section 10 without any
further action required on the part of the Agent or any
Lender; provided, however, that any such termination
shall occur only to the extent that all obligations of
such Guarantor under the Senior Secured Credit
Agreement, and under all of its pledges of assets or
other security interests which secure such Indebtedness,
shall also terminate upon such release, sale or
transfer.

          The Agent shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the
Company accompanied by an Officers'


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<PAGE>

Certificate
certifying as to the compliance with this Section 10.4.
Any Guarantor not so released remains liable for the
Obligations as provided in this Section 10.

          10.5 Limitation of Guarantor's Liability.  Each
Guarantor and, by its acceptance hereof each of the
Lenders, hereby confirms that it is the intention of all
such parties that this Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar
Federal or state law.  To effectuate the foregoing
intention, the Lenders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor
under the Guarantee shall be limited to the maximum
amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor
(including, but not limited to, the Guarantor Senior
Debt of such Guarantor) and after giving effect to any
collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such
other Guarantor under its Guarantee or pursuant to
Section 10.7, result in the obligations of such
Guarantor under the Guarantee not constituting such
fraudulent transfer or conveyance.

          10.6 Guarantors May Consolidate, etc., on Certain Terms.

          (a)  Nothing contained in this Agreement or in the Loans
shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor or shall
prevent any sale or conveyance of the Property of a
Guarantor as an entirety or substantially as an
entirety, to the Company or another Guarantor.  Upon any
such consolidation, merger, sale or conveyance, the
Guarantee given by such Guarantor shall no longer have
any force or effect.

          (b)  Except as set forth in Section 6.3, nothing
contained in this Agreement or in the Loans shall
prevent any consolidation or merger of a Guarantor with
or into a corporation or corporations other than the
Company or another Guarantor (whether or not affiliated
with the Guarantor); provided, however, that, subject to
Sections 10.4 and 10.6(a), (i) immediately after such
transaction, and giving effect thereto, no Default or
Event of Default shall have occurred as a result of such
transaction and be continuing, and (ii) upon any such
consolidation, merger, sale or conveyance, the Guarantee
of such Guarantor set forth in this Section 10, and the
due and punctual performance and observance of all of
the covenants and conditions of this Agreement to be
performed by such Guarantor, shall be expressly assumed
(in the event that the Guarantor is not the surviving
corporation in the


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<PAGE>

merger), in writing satisfactory in
form to the Agent, executed and delivered to the Agent,
by the corporation formed by such consolidation, or into
which the Guarantor shall have merged, or by the
corporation that shall have acquired such Property.  In
the case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor
corporation in writing executed and delivered to the
Agent and satisfactory in form to the Agent of the due
and punctual performance of all of the covenants and
conditions of this Agreement to be performed by the
Guarantor, such successor corporation shall succeed to
and be substituted for the Guarantor with the same
effect as if it had been named herein as a Guarantor.

          10.7 Contribution.  In order to provide for just and
equitable contribution among the Guarantors, the
Guarantors agree, inter se, that in the event any
payment or distribution is made by any Guarantor (a
"Funding Guarantor") under its Guarantee, such Funding
Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the
Adjusted Net Assets of each Guarantor (including the
Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in
discharging the Company's obligations with respect to
the Obligations.  "Adjusted Net Assets" of such
Guarantor at any date shall mean the lesser of (x) the
amount by which the fair value of the Property of such
Guarantor exceeds the total amount of liabilities,
including, without limitation, contingent liabilities
(after giving effect to all other fixed and contingent
liabilities Incurred on such date (other than
liabilities of such Guarantor under Subordinated
Indebtedness)), but excluding liabilities under the
Guarantee, of such Guarantor at such date and (y) the
amount by which the present fair salable value of the
assets of such Guarantor at such date exceeds the amount
that will be required to pay the probable liabilities of
such Guarantor on its debts including, without
limitation, Guarantor Senior Debt (after giving effect
to all other fixed and contingent liabilities Incurred
on such date and after giving effect to any collection
from any Subsidiary of such Guarantor in respect of the
obligations of such Subsidiary under the Guarantee),
excluding debt in respect of the Guarantee of such
Guarantor, as they become absolute and matured.

          10.8 Waiver of Subrogation.  Until such time as all
Obligations on the Loans are paid in full, each
Guarantor hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the
Company that arise from the existence, payment,
performance or enforcement of such Guarantor's
obligations under its Guarantee and the other sections
of this Agreement, including,


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<PAGE>

without limitation, any
right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any
claim or remedy of any Lender against the Company,
whether or not such claim, remedy or right arises in
equity, or under contract, statute or common law,
including, without limitation, the right to take or
receive from the Company, directly or indirectly, in
cash or other Property or by set-off or in any other
manner, payment or security on account of such claim or
other rights.  If any amount shall be paid to any
Guarantor in violation of the preceding sentence and the
Loans shall not have been paid in full, such amount
shall be deemed to have been paid to such Guarantor for
the benefit of, and held in trust for the benefit of,
the Lenders, and shall, subject to the provisions of
Section 8, Section 10.2 and Section 11, forthwith be
paid to the Agent for the benefit of such Lenders to be
credited and applied upon the Loans, whether matured or
unmatured, in accordance with the terms of this
Agreement.  Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing
arrangements contemplated by this Agreement and that the
waiver set forth in this Section 10.8 is knowingly made
in contemplation of such benefits.

          10.9 Evidence of Guarantee.  To evidence their
guarantees to the Lenders set forth in this Section 10,
each of the Guarantors hereby agrees to execute the
notation of Guarantee in substantially the form included
in Exhibit VI.  Each such notation of Guarantee shall be
signed on behalf of each Guarantor by two Officers, or
an Officer and an Assistant Secretary or one Officer
shall sign and one Officer or an Assistant Secretary
(each of whom shall, in each case, have been duly
authorized by all requisite corporate actions) shall
attest to such notation of Guarantee.

          10.10     Waiver of Stay, Extension or Usury Laws.  Each
Guarantor covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead,
or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury law
or other law that would prohibit or forgive such
Guarantor from performing its Guarantee as contemplated
herein, wherever enacted, now or at any time hereafter
in force, or which may affect the covenants or the
performance of this Agreement; and (to the extent that
it may lawfully do so) each Guarantor hereby expressly
waives all benefit or advantage of any such law, and
covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Agent, but
will suffer and permit the execution of every such power
as though no such law had been enacted.


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<PAGE>



SECTION 11.    SUBORDINATION OF GUARANTEE
     OBLIGATIONS

          11.1 Guarantee Obligations Subordinated to Guarantor
Senior Debt.  The Lenders covenant and agree that
payments of the obligations by a Guarantor in respect of
its Guarantee (collectively, as to any Guarantor, its
"Guarantee Obligations") shall be subordinated in
accordance with the provisions of this Section 11 to the
prior indefeasible payment in full, in cash or Cash
Equivalent Investments, of all amounts payable in
respect of Guarantor Senior Debt of such Guarantor,
whether now outstanding or hereafter created, that the
subordination is for the benefit of the holders of
Guarantor Senior Debt of such Guarantor, and that each
holder of Guarantor Senior Debt of such Guarantor
whether now outstanding or hereafter Incurred shall be
deemed to have acquired Guarantor Senior Debt of such
Guarantor in reliance upon the covenants and provisions
contained in this Agreement.

          11.2 Priority and Payment Over of Proceeds in Certain
Events.

          (a)  Subordination of Guarantee Obligations on
Dissolution, Liquidation or Reorganization of Such
Guarantor.  Upon any payment or distribution of assets
or securities of any Guarantor of any kind or character,
whether in cash, Property or securities, upon any
dissolution or winding up or total or partial
liquidation or reorganization of such Guarantor, whether
voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings (other than a
liquidation or dissolution of such Guarantor into the
Company or another Guarantor), all Guarantor Senior Debt
of such Guarantor shall first be indefeasibly paid in
full in cash or Cash Equivalent Investments (or such
payment shall first be duly provided for to the
satisfaction of the holders of Guarantor Senior Debt),
before the Lenders shall be entitled to receive any
payment with respect to any Guarantee Obligations of
such Guarantor (other than Guarantor Junior Securities),
and upon any such dissolution or winding up or
liquidation or reorganization, any payment or
distribution of assets or securities (other than
Guarantor Junior Securities) of such Guarantor of any
kind or character, whether  in cash, Property or
securities, to which the Lenders would be entitled
except for the provisions of this Section 11, shall be
made by such Guarantor or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, directly to the
holders of the Guarantor Senior Debt of such Guarantor
or their representatives to


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<PAGE>

the extent necessary to pay
all of the Guarantor Senior Debt of such Guarantor to
the holders of such Guarantor Senior Debt.

          (b)  Subordination of Guarantee Obligations on
Default on Guarantor Senior Debt.  Upon the maturity of
any Guarantor Senior Debt of a Guarantor by lapse of
time, acceleration or otherwise, all Guarantor Senior
Debt of such Guarantor then due and payable shall first
be indefeasibly paid in full in cash or Cash Equivalent
Investments (or such payment shall first be duly
provided for to the satisfaction of the holders of
Guarantor Senior Debt), before any payment is made by
such Guarantor or any Person acting on behalf of such
Guarantor with respect to the Guarantee Obligations of
such Guarantor (other than Guarantor Junior Securities).
No direct or indirect payment by any Guarantor or any
Person acting on behalf of such Guarantor of any
Guarantee Obligations of such Guarantor whether pursuant
to the terms of the Loans or upon acceleration or
otherwise shall be made (other than Guarantor Junior
Securities), if at the time of such payment, there
exists a default (as defined in the document governing
any Guarantor Senior Debt of such Guarantor) in the
payment of all or any portion of any Guarantor Senior
Debt of such Guarantor and such default shall not have
been cured or waived in writing or the benefits of this
sentence waived in writing by or on behalf of the
holders of such Guarantor Senior Debt.  In addition,
during the continuation of any other event of default
with respect to any Guarantor Senior Debt of such
Guarantor pursuant to which the maturity thereof may be
accelerated, upon the receipt by the Agent of written
notice from the Representative of the holders of such
Guarantor Senior Debt, no such payment may be made by
such Guarantor under its Guarantee (other than Guarantor
Junior Securities) for a period (a "Guarantor Payment
Blockage Period") commencing on the date of receipt of
such notice and ending 179 days after receipt of such
written notice by the Agent (unless such Guarantor
Payment Blockage Period shall be terminated by written
notice to the Agent from such Representative).
Notwithstanding anything herein to the contrary, (x) in
no event will a Guarantor Payment Blockage Period or
successive Guarantor Payment Blockage Periods with
respect to the same payment on such Guarantee extend
beyond 179 days from the date the payment on such
Guarantee was due and (y) only one such Payment Blockage
Period may be commenced within any 360 consecutive days.
For all purposes of this Section 11.2(b), no event of
default which existed or was continuing on the date of
the commencement of any Guarantor Payment Blockage
Period with respect to the Guarantor Senior Debt
initiating such Guarantor


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<PAGE>

Payment Blockage Period shall
be, or be made, the basis for the commencement of a
second Guarantor Payment Blockage Period by the holders
or by the Representative of such Guarantor Senior Debt
whether or not within a period of 360 consecutive days,
unless such event of default shall have been cured or
waived for a period of not less than 90 consecutive
days.

          (c)  Rights and Obligations of the Lenders.  In the
event that, notwithstanding the foregoing provisions
prohibiting such payment or distribution, the Agent or
any Lender shall have received any payment on account of
any Guarantee Obligation (other than as permitted by
Sections (a) and (b) of this Section 11.2) at a time
when such payment is prohibited by this Section 11.2,
then and in such event such payment or distribution
shall be received and held in trust for the
Representative of the holders of the Guarantor Senior
Debt and shall be paid over or delivered to the
Representative of the holders of the Guarantor Senior
Debt remaining unpaid to the extent necessary to pay in
full in cash or Cash Equivalent Investments all
Guarantor Senior Debt in accordance with their terms
after giving effect to any concurrent payment or
distribution to the holders of such Guarantor Senior
Debt.
          Nothing contained in this Section 11 will
limit the right of the Lenders to take any action to
accelerate the maturity of the Loans pursuant to Section
7 or to pursue any rights or remedies hereunder or
otherwise; provided, however, that if any Guarantor
Senior Debt is outstanding, no Guarantor shall make any
payment on account of the Guarantee Obligations until
five Business Days after the Representative of the
holders of the Guarantor Senior Debt receives notice of
such acceleration and, thereafter, such Guarantor may
pay the Guarantee Obligations only if this Section 11
otherwise permits payment at that time.

          Upon any payment or distribution of assets or
securities referred to in this Section 11, the Lenders
(notwithstanding any other provision of this Agreement)
shall be entitled to rely upon any order or decree of a
court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization
proceedings are pending, and upon a certificate of the
receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making any such payment or
distribution, delivered to the Lenders for the purpose
of ascertaining the Persons entitled to participate in
such distribution, the holders of Guarantor Senior Debt,
the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section 11.


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<PAGE>



          The Guarantors shall give written notice to
each of the Lenders of any default or event of default
under any Guarantor Senior Debt or under any agreement
pursuant to which Guarantor Senior Debt may have been
issued, and, in the event of any such event of default,
shall provide to the Agent the names and addresses of
the Representatives of holders of such Guarantor Senior
Debt.

          With respect to the holders and owners of
Guarantor Senior Debt, each Lender undertakes to perform
only such obligations on the part of the Lenders as are
specifically set forth in this Section 11, and no
implied covenants or obligations with respect to the
holders or owners of Guarantor Senior Debt shall be read
into this Agreement against the Lenders.  The Lenders
shall not be deemed to owe any fiduciary duty to the
holders or owners of Guarantor Senior Debt or to the
agent under the Senior Secured Credit Agreement or any
Representative of the holders of the Guarantor Senior
Debt.

          11.3 Payments May Be Paid Prior to Dissolution.  Nothing
contained in this Section 11 or elsewhere in this
Agreement shall prevent or delay (a) the Guarantors,
except under the conditions described in Section 11.2,
from making payments at any time for the purpose of
paying Guarantee Obligations, or from depositing with
the Agent any moneys for such payments, or (b) subject
to Section 11.2, the application by the Agent of any
moneys deposited with it for the purpose of paying
Guarantee Obligations.

          11.4 Rights of Holders of Guarantor Senior Debt Not
To Be Impaired.  No right of any present or future
holder of any Guarantor Senior Debt to enforce
subordination as provided in this Section 11 shall at
any time in any way be prejudiced or impaired by any act
or failure to act by any such holder (other than an
express waiver of subordination or an amendment of this
Section 11.4), or by any noncompliance by any Guarantor
with the terms and provisions and covenants herein,
regardless of any knowledge thereof any such holder may
have or otherwise be charged with.  Without in any way
limiting the generality of the foregoing sentence, such
holders of Guarantor Senior Debt may, at any time and
from time to time without impairing or releasing the
subordination provided in this Section 11 or the
obligations of the Lenders hereunder to the holders of
Guarantor Senior Debt, do any one or more of the
following:  (a) change the manner, place, terms or time
of payment of, or renew or alter, Guarantor Senior Debt
or otherwise amend or supplement in any manner Guarantor
Senior Debt or any instrument evidencing the same or any
agreement under which any Guarantor Senior Debt is
outstanding;


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<PAGE>

(b) sell, exchange, release, or otherwise
deal with any property pledged, mortgaged, or otherwise
securing Guarantor Senior Debt or fail to perfect or
delay in the perfection of the security interest in such
property; (c) release any Person liable in any manner
for the collection of Guarantor Senior Debt; and
(d) exercise or refrain from exercising any rights
against the Guarantors or any other Person.  Each Lender
by purchasing or accepting a Note waives any and all
notice of the creation, modification, renewal, extension
or accrual of any Guarantor Senior Debt and notice of or
proof of reliance by any holder or owner of Guarantor
Senior Debt upon this Section 11 and the Guarantor
Senior Debt shall conclusively be deemed to have been
Incurred in reliance upon this Section 11, and all
dealings between the Guarantors and the holders and
owners of the Guarantor Senior Debt shall be deemed to
have been consummated in reliance upon this Section 11.

          The provisions of this Section 11 are intended
to be for the benefit of, and shall be enforceable
directly by, the holders of the Guarantor Senior Debt.

          11.5 Subrogation.  Upon the indefeasible payment in full
in accordance with the terms of Section 11.2 of all
amounts payable under or in respect of the Guarantor
Senior Debt, the Lenders shall be subrogated to the
rights of the holders of such Guarantor Senior Debt to
receive payments or distributions of assets of the
Guarantors made on such Guarantor Senior Debt until the
Guarantee Obligations shall be paid in full in cash or
Cash Equivalent Investments to the extent set forth
herein; and for purposes of such subrogation no payments
or distributions to holders of such Guarantor Senior
Debt of any cash, Property or securities to which the
Lenders would be entitled except for the provisions of
this Section 11, and no payment over pursuant to the
provisions of this Section 11 to holders of such
Guarantor Senior Debt by the Lenders, shall, as between
such Guarantor, its creditors other than holders of such
Guarantor Senior Debt and the Lenders, be deemed to be a
payment by such Guarantor to or on account of such
Guarantor Senior Debt, it being understood that the
provisions of this Section 11 are solely for the purpose
of defining the relative rights of the holders of such
Guarantor Senior Debt, on the one hand, and the Lenders,
on the other hand.  A release of any claim by any holder
of Guarantor Senior Debt shall not limit the Lenders'
rights of subrogation under this Section 11.5.

          If any payment or distribution to which the Lenders
would otherwise have been entitled but for the
provisions of this Section 11 shall have been applied,
pursuant to the provisions of this Section 11, to the
payment of all amounts payable


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<PAGE>

under the Guarantor
Senior Debt, then and in such case, the Lenders shall be
entitled to receive from the holders of such Guarantor
Senior Debt at the time outstanding the amount of any
payments or distributions received by such holders of
Guarantor Senior Debt in excess of the amount sufficient
to pay all Guarantor Senior Debt payable under or in
respect of the Guarantor Senior Debt in full in cash or
Cash Equivalent Investments in accordance with the terms
of Section 11.2.

          11.6 Obligations of the Guarantors Unconditional.
Nothing contained in this Section 11 or elsewhere in
this Agreement or in the Guarantees is intended to or
shall impair as between the Guarantors and the Lenders
the obligations of the Guarantors, which are absolute
and unconditional, to pay to the Lenders the Guarantee
Obligations as and when the same shall become due and
payable in accordance with their terms, or is intended
to or shall affect the relative rights of the Lenders
and creditors of the Guarantors other than the holders
of the Guarantor Senior Debt, nor shall anything herein
or therein prevent the Lenders from exercising all
remedies otherwise permitted by applicable law upon
default under this Agreement, subject to the rights, if
any, under this Section 11 of the holders of such
Guarantor Senior Debt in respect of cash, Property or
securities of the Guarantors received upon the exercise
of any such remedy.

          The failure to make a payment on account of
Guarantee Obligations by reason of any provision of this
Section 11 shall not prevent the occurrence of an Event
of Default under Section 7.

          11.7 Lenders Authorize Agent To Effectuate
Subordination.  Each Lender hereby authorizes and
expressly directs the Agent on its behalf to take such
action as may be necessary or appropriate to effectuate
the subordination provided in this Section 11 and
appoints the Agent its attorney in fact for such
purpose, including, without limitation, in the event of
any dissolution, winding up, liquidation or
reorganization of any Guarantor (whether in bankruptcy,
insolvency, receivership, reorganization or similar
proceedings or upon an assignment for the benefit of
creditors or any other similar remedy or otherwise)
tending towards liquidation of the business and assets
of any Guarantor, the immediate filing of a claim for
the unpaid balance of the Guarantee Obligations in the
form required in said proceedings and causing said claim
to be approved or the actions required to negotiate
and/or effectuate a restructuring of the Guarantee
Obligations.  If the Agent does not file a proper claim
or proof of debt in the form required in such proceeding
prior to 30 days before the expiration of the time to
file such claim or claims, then the holders of


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<PAGE>

the Guarantor Senior Debt are hereby authorized to have the
right to file and are hereby authorized to file an
appropriate claim for and on behalf of the Lenders.  In
the event of any such proceeding, until the Guarantor
Senior Debt is paid in full in cash or Cash Equivalent
Investments, without the consent of the holders of a
majority in principal amount outstanding of Guarantor
Senior Debt, no Lender shall waive, settle or compromise
any such claim or claims relating to the Obligations
that such Lender now or hereafter may have against the
Guarantors.


SECTION 12.    MISCELLANEOUS

          12.1 Participations in and Assignments of Loans and
Notes.

          (a)  Each Lender shall have the right at any time
to sell, assign, transfer or negotiate all or any
portion of its Notes or its Loan Commitment in an
aggregate amount of not less than $5,000,000 to any
Eligible Assignee, other than to an Eligible Assignee
which has, or has a Subsidiary which has, a principal
line of business similar to any principal line of
business of the Company or any of its Subsidiaries.  In
the case of any sale, transfer or negotiation of all or
part of the Notes or any Loan Commitment authorized
under this Section 12.1(a), the assignee, transferee or
recipient shall become a party to this Agreement as a
Lender by execution of an assignment and assumption
agreement; provided that (i) at such time Section 2.1(a)
or 2.2(a), as the case may be, shall be deemed modified
to reflect the Loan Commitment of such new Lender and of
the existing Lenders, (ii) upon surrender of the Notes,
new Notes will be issued, at the Company's expense, to
such new Lender and to the assigning Lender, such new
Notes to be in conformity with the requirements of
Section 2.1(d) or 2.2(c) as the case may be (with
appropriate modifications) to the extent needed to
reflect the revised Loan Commitment, and (iii) the Agent
shall receive at the time of each such assignment, from
the assigning or assignee Lender, the payment of a non-
refundable assignment fee of $3,500; and provided,
further, that such transfer or assignment will not be
effective until recorded by the Agent on the Register
pursuant to Section 12.20.  To the extent of any
assignment pursuant to this Section 12.1(a), the
assigning Lender shall be relieved of its obligations
hereunder with respect to its assigned Loan Commitment,
and the assignee, transferee or recipient shall have, to
the extent of such sale, assignment, transfer or
negotiation, the same rights, benefits and obligations
as it would if it were a Lender with respect to such
Notes or Loan Commitment, including, without limitation,
the right to approve or disapprove actions which, in
accordance with the


                             99

<PAGE>

terms hereof, require the approval
of a Lender.  At the time of each assignment pursuant to
this Section 12.1(a) to an Eligible Assignee which is
not already a Lender hereunder and which is not a United
States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for Federal
income tax purposes, the respective Eligible Assignee
shall provide to the Company and the Agent the
appropriate Internal Revenue Service Forms described in
Section 2.10(b).

          (b)  Each Lender may grant participations in all or any
part of its Notes or its Loan Commitment in an aggregate
amount of not less than $1,000,000 to any Eligible
Assignee, other than to an Eligible Assignee which has,
or has a Subsidiary which has, a principal line of
business similar to any principal line of business of
the Company or any of its Subsidiaries; provided,
however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) the
Company, the Agent and the other Lenders shall continue
to deal solely and directly with such Lender in
connection with such Lender's rights and obligations
under the Agreement and such Lender shall retain the
sole right to enforce the obligations of the Company
relating to the Loans and to approve any amendment,
modification or waiver of any provision of this
Agreement (other than amendments, modifications or
waivers with respect to any fees payable hereunder or
the amount of principal of or the rate at which interest
is payable on the Loans, or the dates fixed for payments
of fees or principal of or interest on the Loans or
termination of the Loan Commitment).

          (c)  The Company shall, at its own cost and expense,
provide such certificates, acknowledgments and further
assurances in respect of this Agreement and the Loans as
any Lender may reasonably require in connection with any
participation, transfer or assignment pursuant to this
Section 12.1.

          (d)  Nothing in this Agreement shall prevent or prohibit
any Lender from pledging its Loan and Notes hereunder to
a Federal Reserve Bank in support of borrowings made by
such Lender from such Federal Reserve Bank.

          12.2 Expenses.  Whether or not the transactions
contemplated hereby shall be consummated, the Company
agrees to pay promptly upon demand (a) all the actual
and reasonable costs and expenses of preparation of the
Loan Documents and all the costs of furnishing all
opinions by counsel for the Company and the Guarantors
(including without limitation any opinions requested by
the


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<PAGE>

Lenders as to any legal matters arising hereunder),
and of the Company's and the Guarantors' performance of
and compliance with all agreements and conditions
contained herein on its part to be performed or complied
with; (b) the reasonable fees, expenses and
disbursements of counsel to the Lenders (including
allocated costs of internal counsel) in connection with
the negotiation, preparation, execution and
administration of the Loan Documents and the Loans
hereunder, and any amendments, modifications and waivers
hereto or thereto and consents to departures from the
terms hereof and thereof; and (c) after the occurrence
of an Event of Default, all costs and expenses
(including reasonable attorneys' fees, including
allocated costs of internal counsel, and costs of
settlement) incurred by the Lenders or the Agent in
enforcing any Obligations of or in collecting any
payments due from the Company or any Guarantor hereunder
or under the Notes by reason of such Event of Default or
in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement in
the nature of a "work-out" or of any insolvency or
bankruptcy proceedings.

          12.3 Indemnity.  In addition to the payment of
expenses pursuant to Section 12.2, whether or not the
transactions contemplated hereby shall be consummated,
the Company agrees to indemnify, pay and hold each of
the Lenders, the Agent and any holder of any of the
Notes, and each of their respective officers, directors,
employees, agents, representatives and affiliates
(collectively called the "Indemnitees"), harmless from
and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or
nature whatsoever (including, without limitation, the
reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative,
administrative or judicial proceeding commenced or
threatened, whether or not such Indemnitee shall be
designated as a party thereto), which may be suffered
by, imposed on, incurred by, or asserted against that
Indemnitee, in any manner resulting from, connected
with, in respect of, relating to or arising out of this
Agreement, the other Loan Documents, the Lenders'
agreements to make the Loans or the use or intended use
of any of the proceeds of the Loans hereunder, the
issuance of the Exchange Notes or the Permanent
Securities (the "indemnified liabilities"); provided,
however, that the Company shall have no obligation to an
Indemnitee hereunder with respect to indemnified
liabilities (a) to the extent such liabilities are
finally judicially determined to have resulted solely
from (i) the gross negligence or willful misconduct of
such Indemnitee or an affiliate of such Indemnitee or
(ii) the failure of such Indemnitee to perform its
obligations


                             101

<PAGE>

under any Loan Document or (iii) such
Indemnitee's violation of law or (b) in connection with
the obligations of any Indemnitee under any Loan
Document or for any transfer fees.  To the extent that
the undertaking to indemnify, pay and hold harmless set
forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the
Company shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law to the
payment and satisfaction of all indemnified liabilities
incurred by the Indemnitees or any of them.

          12.4 Setoff.  Subject to Section 8, in addition to any
rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the
occurrence and during the continuance of any Event of
Default or, after the Maturity Date, upon all of the
unpaid principal amount of and accrued interest on the
Loans becoming due and payable, each Lender, the Agent
and each subsequent holder of any Note is hereby
authorized by the Company and each Guarantor at any time
or from time to time, without notice to the Company or
such Guarantor, or to any other Person, any such notice
being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general
or special, including, but not limited to, Indebtedness
evidenced by certificates of deposit, whether matured or
unmatured but not including trust accounts or any other
accounts held for the benefit of another Person) and any
other Indebtedness at any time held or owing by such
Person or any such subsequent holder to or for the
credit or the account of the Company or such Guarantor
against and on account of the obligations and
liabilities of the Company or such Guarantor to such
Person or such subsequent holder under this Agreement
and the Notes, including, but not limited to, all claims
of any nature or description arising out of or connected
with this Agreement or the Notes, irrespective of
whether or not (a) such Person or such subsequent holder
shall have made any demand hereunder or (b) such Person
or such subsequent holder shall have declared the
principal of or the interest on its portion of the Loans
and its Notes and other amounts due hereunder to be due
and payable as permitted by Section 7 and although said
obligations and liabilities, or any of them, may be
contingent or unmatured.

          12.5 Amendments and Waivers.  No amendment,
modification, termination or waiver of any term or
provision of this Agreement, of the Notes or, prior to
the execution and delivery thereof, of the form of the
Senior Subordinated Indenture or consent to any
departure by the Company or any Guarantor therefrom,


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shall in any event be effective without the prior
written concurrence of the Company or such Guarantor, as
the case may be, and the Required Lenders, and, upon the
request of any Lender, the receipt of a written opinion
of counsel of the Company addressed to the Lenders to
the effect that such amendment, modification,
termination, waiver or consent does not violate or
conflict with any of the terms and provisions of the
Senior Secured Credit Agreement or any other indenture,
lease or other agreement of the Company; provided,
however, that, notwithstanding the third sentence of
Section 12.14, without the prior written consent of each
Lender affected, an amendment, modification, termination
or waiver of this Agreement, any Notes, any Guarantee,
or consent to departure from a term or provision hereof
or thereof may not:  (a) reduce the principal amount of
Notes whose holders must consent to any such amendment,
modification, termination, waiver or consent; (b) reduce
the rate of or extend the time for payment of principal
or interest on any Note; (c) reduce the principal amount
of any Note; (d) make any Note payable in money other
than that stated in the Note; (e) make any change in
Section 12.5 or make any change in or waive performance
by the Company of its obligations under Section 2.5(d)
or in the definition of Change of Control; (f) reduce
the rate or extend the time of payment of fees or other
compensation payable to the Lenders hereunder; or
(g) modify the provisions of Section 8 or Section 11 or
any of the defined terms related thereto in any manner
adverse to the Lenders; and provided, further, that
without the consent of the Agent, no such amendment,
modification, termination or waiver may amend, modify,
terminate or waive any provision of Section 9 as the
same applies to the Agent or any other provision of this
Agreement as it relates to the rights or obligations of
the Agent.  Any waiver or consent shall be effective
only in the specific instance and for the specific
purpose for which it was given.  No notice to or demand
on the Company or any Guarantor in any case shall
entitle the Company or such Guarantor to any further
notice or demand in similar or other circumstances.  Any
amendment, modification, termination, waiver or consent
effected in accordance with this Section 12.5 shall be
binding upon each holder of the Notes at the time
outstanding, each further holder of the Notes, and, if
signed by the Company or a Guarantor, on the Company and
such Guarantor.

          12.6 Independence of Covenants.  All covenants
hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any
of such covenants, the fact that it would be permitted
by an exception to, or be otherwise within the
limitation of, another covenant shall not avoid the
occurrence of a Default or Event of Default if such
action is taken or condition exists.  For the


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purpose of
determining compliance with any covenant contained
herein, if an item meets the criteria of more than one
type of exception described in such covenants or the
definitions used therein, the Company or the Subsidiary
in question shall have the right to determine in its
sole discretion the category to which such item applies
and shall not be required to include the amount and type
of such item in more than one of such categories and may
elect to apportion such item between or among two or
more of such categories otherwise applicable.

          12.7 Entirety.  The Loan Documents and the Fee Letter
embody the entire agreement of the parties and supersede
all prior agreements and understandings, if any,
relating to the subject matter hereof and thereof.

          12.8 Notices.  Unless otherwise provided herein, any
notice or other communications herein required or
permitted to be given shall be in writing and may be
personally served, telecopied, telexed or sent by mail
and shall be deemed to have been given when delivered in
person, upon receipt of telecopy or telex against
receipt of answer back or four Business Days after
depositing it in the mail, registered or certified, with
postage prepaid and properly addressed; provided,
however, that notices shall not be effective until
received.  For the purposes hereof, the addresses of the
parties hereto (until notice of a change thereof is
delivered as provided in this Section 12.8) shall be set
forth under each party's name on the signature pages
hereto.

          12.9 Survival of Warranties and Certain Agreements.

          (a)  All agreements, representations and warranties made
herein shall survive the execution and delivery of this
Agreement, the making of the Loans hereunder and the
execution and delivery of the Notes and, notwithstanding
the making of the Loans, the execution and delivery of
the Notes or any investigation made by or on behalf of
any party, shall continue in full force and effect.  The
closing of the transactions herein contemplated shall
not prejudice any right of one party against any other
party in respect of anything done or omitted hereunder
or in respect of any right to damages or other remedies.

          (b)  Notwithstanding anything in this Agreement or
implied by law to the contrary, the agreements of the
Company set forth in Sections 12.2, 12.3, 12.13, 12.14,
12.16 and 12.19 shall survive the payment of the Loans
and the Notes and the termination of this Agreement.


                             104

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          12.10     Failure or Indulgence Not Waiver;
Remedies Cumulative.  No failure or delay on the part of
the Agent or any Lender or any holder of any Note in the
exercise of any power, right or privilege hereunder,
under a Guarantee or under the Notes shall impair such
power, right or privilege or be construed to be a waiver
of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or
of any other right, power or privilege.  All rights and
remedies existing under this Agreement, under a
Guarantee or the Notes are cumulative to and not
exclusive of any rights or remedies otherwise available.

          12.11     Severability.  In case any provision in or
obligation under this Agreement, under a Guarantee or
the Notes shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and
enforceability of the remaining provisions or
obligations, or of such provision or obligation in any
other jurisdiction, shall not in any way be affected or
impaired thereby.

          12.12     Headings.  Section and Section headings in
this Agreement are included herein for convenience of
reference only and shall not constitute a part of this
Agreement for any other purpose or given any substantive
effect.

          12.13     Applicable Law.  THIS AGREEMENT, INCLUDING
EACH GUARANTEE, AND THE NOTES SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK AS APPLIED TO
AGREEMENTS MADE AND PERFORMED WITHIN SUCH STATE WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW
THEREOF (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).

          12.14     Successors and Assigns; Subsequent
Holders of Notes.  This Agreement shall be binding upon
the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties
hereto and the permitted successors and assigns of the
Lenders.  The terms and provisions of this Agreement and
each Guarantee shall inure to the benefit of any
assignee or transferee of the Notes pursuant to Section
12.1(a), and in the event of such transfer or
assignment, the rights and privileges herein conferred
upon the Lenders shall automatically extend to and be
vested in such transferee or assignee, all subject to
the terms and conditions hereof.  Except as provided in
Section 12.5, in determining whether the


                             105

<PAGE>

holders of a
sufficient aggregate principal amount of the Loans shall
have consented to any action under this Agreement, any
amount of the Loans owned or held by the Company, any
Guarantor or any of its their respective Affiliates
shall be disregarded.  The Company's and the Guarantors'
rights or any interest therein hereunder may not be
assigned without the prior express written consent of
each of the Lenders.

          12.15     Counterparts; Effectiveness.  This Agreement
and any amendments, waivers, consents or supplements may
be executed in any number of counterparts and by
different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall
constitute but one and the same instrument.  This
Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto, and
delivery thereof to the Agent or, in the case of the
Lenders, written telex or facsimile notice or telephonic
notification (confirmed in writing) of such  execution
and delivery.  The Agent will give the Company and each
Lender prompt notice of the effectiveness of this
Agreement.

          12.16     Consent to Jurisdiction; Venue; Waiver of Jury
Trial.

          (a)  Any legal action or proceeding with respect to
this Agreement, any Note or any Guarantee may be brought
in any New York state court or any United States court
sitting in New York City, and, by execution and delivery
of this Agreement, each of the parties to this Agreement
hereby irrevocably accepts for itself and in respect of
its respective property, generally and unconditionally,
the jurisdiction of the aforesaid courts.  Each of the
parties to this Agreement hereby further irrevocably
waives any claim that any such courts lack jurisdiction
over itself, and agrees not to plead or claim, in any
legal action or proceeding with respect to this
Agreement or the Notes brought in any of the aforesaid
courts, that any such court lacks jurisdiction over such
party.  Each of the parties to this Agreement
irrevocably consents to the service of process in any
such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage
prepaid, to such party, at its respective address for
notices pursuant to Section 12.8, such service to become
effective 30 days after such mailing.  To the extent
permitted by law, each of the parties to this Agreement
hereby irrevocably waives any objection to such service
of process and further irrevocably waives and agrees not
to plead or claim in any action or proceeding commenced
hereunder or under any Note that service of process was
in any way invalid or ineffective.  Nothing herein shall
affect the right of any party to this Agreement to serve
process in any other manner permitted by


                             106

<PAGE>

law or to
commence legal proceedings or otherwise proceed against
any party in any other jurisdiction.

          (b)  Each of the parties to this Agreement hereby
irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in
connection with this Agreement or the Notes brought in
the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or
claim in any such court that any such action or
proceeding brought in any such court has been brought in
an inconvenient forum.

          (c)  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          12.17     Payments Pro Rata.

          (a)  The Agent agrees that promptly after its receipt of
each payment of any interest or premium on or principal
of the Notes from or on behalf of the Company or any
Guarantor, it shall, except as otherwise provided in
this Agreement, distribute such payment to the Lenders
(other than any Lender that has consented in writing to
waive its pro rata share of such payment) pro rata based
upon their respective pro rata shares, if any, of such
payment.

          (b)  Each of the Lenders agrees that, if it should
receive any amount hereunder (whether by voluntary
payment, by realization upon security, by the exercise
of the right of setoff or banker's lien, by counterclaim
or cross action, by the enforcement of any right under
the Loan Documents, or otherwise) which is applicable to
the payment of the principal of, or interest on, the
Loans of a sum which with respect to the related sum or
sums received by other Lenders is in a greater
proportion than the total of such Obligations then owed
and due to such Lender bears to the total of such
Obligations then owed and due to all of the Lenders
immediately prior to such receipt, then such Lender
receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an
interest in the Obligations of the Company to such
Lenders in such amount as shall result in a proportional
participation by all of the Lenders in such amount;
provided


                             107

<PAGE>


that, if all or any portion of such excess
amount is thereafter recovered from such Lender, such
purchase shall be rescinded and the purchase price
restored to the extent of such recovery, but without
interest.

          12.18     Waiver of Stay, Extension or Usury Laws.  The
Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law or any usury law
or other law that would prohibit or forgive the Company
from paying all or any portion of the principal of or
interest on the Loans as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which
may affect the covenants or the performance of this
Agreement; and (to the extent that it may lawfully do
so) the Company hereby expressly waives all benefit or
advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power
herein granted to the Agent, but will suffer and permit
the execution of every such power as though no such law
had been enacted.

          12.19     Confidentiality.  Each Lender shall hold
all non-public information obtained pursuant to the
requirements of or in connection with this Agreement
which has been identified as confidential by the Company
in accordance with such Lender's customary procedures
for handling confidential information of this nature and
in accordance with safe and sound banking practices, it
being understood and agreed by the Company that (a) in
any event a Lender may make disclosures reasonably
required by any actual or prospective assignee,
transferee or participant in connection with the
contemplated assignment or transfer by such Lender of
any Loans or any participation therein or as required or
requested by any governmental agency or representative
thereof or pursuant to legal process; provided that
unless specifically prohibited by applicable law or
court order, each Lender shall notify the Company of any
request by any governmental agency or representative
thereof (other than any such request in connection with
any examination of the financial condition of such
Lender by such governmental agency) for disclosure of
any such non-public information prior to disclosure of
such information and (b) a Lender may share with any of
its Affiliates (that are not competitors of the Company
or any Subsidiary in any of their respective lines of
business), and such Affiliates may share with any Lender
(that is not a competitor of the Company or any
Subsidiary in any of their respective lines of
business), any information related to the Company or the
Company's or their respective Affiliates (including
information relating to creditworthiness); and provided,
further, that in no event shall any Lender


                             108

<PAGE>

be obligated
or required to return any materials furnished by the
Company or any of its Subsidiaries.

          12.20     Register.  The Company hereby designates the
Agent to serve as the Company's agent, solely for
purposes of this Section 12.20, to maintain a register
(the "Register") on which it will record the Loans made
by each of the Lenders and each repayment in respect of
the principal amount of the Loans of each Lender.
Failure to make any such recordation, or any error in
such recordation shall not affect the Company's
obligations in respect of such Loans.  With respect to
any Lender, the transfer of the Loan Commitments of such
Lender and the rights to the principal of, and interest
on, any Loan made pursuant to such Loan Commitments
shall not be effective until such transfer is recorded
on the Register maintained by the Agent with respect to
ownership of such Loan Commitments and Loans and prior
to such recordation all amounts owing to the transferor
with respect to such Loan Commitments and Loans shall
remain owing to the transferor.  The registration of
assignment or transfer of all or part of any Loan
Commitments and Loans shall be recorded by the Agent on
the Register only upon the receipt by the Agent of a
properly executed and delivered assignment and
assumption agreement pursuant to Section 12.1(a).
Coincident with the delivery of such an Assignment and
Assumption Agreement to the Agent for acceptance and
registration of assignment or transfer of all or part of
a Loan, or as soon thereafter as practicable, the
assigning or transferor Lender shall surrender the Note
evidencing such Loan, and thereupon one or more new
Notes of the same type and in the same aggregate
principal amount shall be issued to the assigning or
transferor Lender and/or the new Lender.


                             109

<PAGE>



WITNESS the due execution hereof by the
respective duly authorized officers of the undersigned
as of the date first written above.
                              COMPANY:
                              BIO-RAD LABORATORIES, INC.


                              By: /s/ Ronald W. Hutton
                              Name:Title:Ronald W. Hutton
                                   Treasurer
                              Notice Address:

                              1000 Alfred Nobel Drive
                              Hercules, California 94547
                              Attention: Chief Financial
                              Officer (with a copy to the
                              General Counsel)
                              Telephone: (510) 741-7000Telecopy: (510)
                              741-5815




                             S-1

<PAGE>




                              AGENT:

                              UBS AG, STAMFORD BRANCH,
                              as Agent



                              By: /s/ Michael Y. Leder
                              Name:Title: Michael Y. Leder
                                          Executive Director
                                          Leveraged Finance


                              By: /s  Michael J. Cerminaro
                              Name:Title: Michael J. Cerminaro
                                          Executive Director
                                          Leveraged Finance
                              Notice Address:

                              677 Washington Blvd., 6th
                              Floor Tower
                              Stamford, Connecticut
                              06901
                              Attention: Lynne Alfarone
                              Telephone: (203) 719-4308Telecopy:
                              (203) 719-3888



                             S-2

<PAGE>


                              LENDERS:

Commitment:  $80,000,000      UBS AG, STAMFORD BRANCH



                              By: /s/ Michael Y. Leder
                              Name:Title:  Michael Y. Leder
                                           Executive Director
                                           Leveraged Finance

                              By: /s/ Michael J. Cerminaro
                              Name:Title:  Michael J. Cerminaro
                                           Executive Director
                                           Leveraged Finance
                              Notice Address:

                              677 Washington Blvd., 6th Floor Tower
                              Stamford, Connecticut 06901
                              Attention: Lynne Alfarone
                              Telephone: (203) 719-4308 Telecopy:
(203) 719-3888


                             S-3

<PAGE>


Commitment:  $20,000,000      ABN AMRO BANK N.V.


                              By: /s/ Jeffrey A. French
                              Name:Title: Jeffrey A. French
                                          Senior Vice President


                              By: /s/ Amanda C. Cox
                              Name:Title:  Amanda C. Cox
                                           Vice President

                              Notice Address:

                              ABN AMRO Bank N.V.
                              San Francisco Branch
                              101 California Street, Suite 4550
                              San Francisco, California 94111
                              Attention: Jeffrey French
                              Telephone: (415) 984-3730Telecopy:
                              (415) 362-3524


                              with a copy to:


                              ABN AMRO Bank N.V.
                              Credit Administration
                              208 S. LaSalle Street, Suite 1500
                              Chicago, Illinois 60604-1003
                              Attention: Joe Coriaci
                              Telephone: (312) 992-5118
                              Telecopy: (312) 992-5111