EXHIBIT 4.01






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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                   dated as of
                                 April 12, 2004
                                      among

                        VOLT INFORMATION SCIENCES, INC.,
                      GATTON VOLT CONSULTING GROUP LIMITED,
                          The Guarantors Party Hereto,

                            The Lenders Party Hereto,

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                           ---------------------------

                      $30,000,000 Revolving Credit Facility

                           ---------------------------


                 JPMORGAN CHASE BANK, as Sole Lead Arranger and
                                 Sole Bookrunner






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<PAGE>

AMENDED  AND  RESTATED  CREDIT  AGREEMENT  dated as of April 12, 2004 among VOLT
INFORMATION SCIENCES,  INC. (the "Domestic  Borrower"),  a Delaware corporation,
GATTON VOLT CONSULTING GROUP LIMITED ("Gatton"),  a corporation  organized under
the laws of the  United  Kingdom,  and any other  Subsidiary  Borrower  (defined
below) that  hereafter  becomes a party hereto,  VOLT DELTA  RESOURCES,  INC., a
Nevada  corporation,  DATANATIONAL  OF  GEORGIA,  INC.,  a Georgia  corporation,
DATANATIONAL,  INC., a Delaware  corporation,  VOLT  DIRECTORIES  S.A.,  LTD., a
Delaware   corporation,   VOLT   TELECOMMUNICATIONS   GROUP,  INC.,  a  Delaware
corporation,  VOLT INFORMATION SCIENCES FUNDING,  INC., a Delaware  corporation,
VMC CONSULTING CORP., a Delaware  corporation,  and any other Guarantor (defined
below) that becomes a party hereto,  the Lenders  (defined  below) party hereto,
and JPMORGAN CHASE BANK, as Administrative Agent (defined below).

                                    RECITALS
                                    --------

         WHEREAS, the Domestic Borrower,  Gatton, the Original  Guarantors,  the
Lenders,  and the Administrative  Agent entered into a Credit Agreement dated as
of April 12, 2002 (the "Existing Agreement");

         WHEREAS, the Domestic Borrower,  Gatton, the Original  Guarantors,  the
Lenders  and the  Administrative  Agent  have  agreed to amend and  restate  the
Existing  Agreement so as to, among other things, (a) decrease the amount of the
revolving  credit  facility to  $30,000,000,  (b) amend  certain  covenants  and
various other provisions of the Existing  Agreement,  and (c) release the Pledge
Agreement  and Volt  Security  Agreement  (as  those  terms are  defined  in the
Existing  Agreement)  and add an  additional  Guarantor and  Collateral  Grantor
Subsidiary; and

         WHEREAS,  the  parties  hereto  intend  that  this  Agreement  and  the
documents  executed  in  connection  herewith  will not effect a novation of the
obligations of the Domestic Borrower,  Gatton and the Original  Guarantors under
the Existing  Agreement,  but merely a  restatement  and,  when  applicable,  an
amendment of the terms governing such obligations; and

         WHEREAS,  the Domestic  Borrower wishes to be able to borrow, to obtain
other  extensions  of credit for  itself  and for  Gatton  and other  Subsidiary
Borrowers;  Gatton wishes to borrow, and the Guarantors are prepared to guaranty
payment of the Borrowers'  obligations to the Lenders, the Administrative Agent,
and the Issuing  Bank.  The Lenders are prepared to lend and the  Administrative
Agent  is  prepared  to act in such  capacity,  all  subject  to the  terms  and
conditions of this Agreement.

         NOW THEREFORE,  in consideration of the mutual agreements  herein,  the
Existing  Agreement  is amended and  restated in its  entirety,  and the parties
hereto hereby agree as follows:




<PAGE>

                                    ARTICLE I

                                   Definitions
                                   -----------

SECTION 1.01.              Defined Terms.
                           -------------

         As used in this  Agreement,  the  following  terms  have  the  meanings
specified below:

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

         "Account  Receivable"  shall  have  the  meaning  assigned  to the term
"Accounts" under the Subsidiary Security Agreement.

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

         "Adjusted  Quick  Ratio"  means  the  ratio  of:  (x) (i) all  accounts
receivable  that  would be  reflected  on a  consolidated  balance  sheet of the
Domestic  Borrower  and its  Subsidiaries  on the date in  question  (including,
whether  or not  otherwise  included  therein,  all  Securitization  Receivables
(Gross)),  plus (ii) all cash and cash equivalents of the Domestic  Borrower and
its Subsidiaries on a consolidated  basis, minus (iii) to the extent included in
clause (x)(i) or (ii), all accounts  receivable and cash of ProcureStaff and any
other Paying Agency Company that is held for the benefit of any associate vendor
other  than  Volt  or  one  of  Volt's  other  Subsidiaries;  over  (y)  Current
Liabilities  (excluding all Associate Vendor Payables, to the extent included in
Current  Liabilities,  other than those  Associate  Vendor Payables owing to the
Domestic Borrower or a Subsidiary).  (The calculation of accounts receivable for
purposes of foregoing  clause  (x)(i) shall  include a deduction  from the gross
amount  thereof  equal to the bad debt  reserve (or  equivalent)  therefor  also
reflected on such balance sheet.)

         "Administrative  Agent" means  JPMorgan  Chase Bank, in its capacity as
administrative agent for the Lenders hereunder.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the  Administrative  Agent, and as to any Lender,  means such
Administrative  Questionnaire  most  recently  delivered  by such  Lender to the
Administrative Agent.

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

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day,  and (b) the Federal  Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the


                                       2
<PAGE>


Federal Funds Effective Rate shall be effective from and including the effective
date of such  change in the Prime  Rate or the  Federal  Funds  Effective  Rate,
respectively.

         "Alternative Currency" shall mean Sterling or euro.

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

         "Applicable  Rate" means,  for any day, with respect to any  Eurodollar
Loan or  Eurocurrency  Loan,  or  with  respect  to the  facility  fees  payable
hereunder,  as the case may be, the  applicable  rate per annum set forth  below
under the caption "Eurodollar/Eurocurrency Loan Spread" or "Facility Fee Rate":

<TABLE>
<CAPTION>
 --------------------------------------------------------------------------------------------------------------
 Ratio of Debt for Borrowed Money to
 ------------------------------------
                EBITDA                  Eurodollar/Eurocurrency Loan Spread             Facility Fee Rate
 --------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                           <C>
                 > 2.5                                     117.5 bpts                          35 bpts
                 -
 --------------------------------------------------------------------------------------------------------------

            > 2.0 but < 2.5                                87.5 bpts                           30 bpts
            -
 --------------------------------------------------------------------------------------------------------------

            > 1.5 but < 2.0                                77.5 bpts                          27.5 bpts
            -
 --------------------------------------------------------------------------------------------------------------

            > 1.0 but < 1.5                                67.5 bpts                           25 bpts
            -
 --------------------------------------------------------------------------------------------------------------

                 < 1.0                                     62.5 bpts                           25 bpts
 --------------------------------------------------------------------------------------------------------------
</TABLE>


At any time when (a) Fitch shall not rate the  facility  established  under this
Agreement  and the other  Credit  Documents  as BBB or better,  and (b)  neither
Moody's nor S&P shall rate the facility established under this Agreement and the
other Credit Documents as their respective  equivalent of Fitch's BBB or better,
the increases set forth on the grid below will apply to the Spreads and Fees set
forth above.  If more than one of Fitch,  S&P and Moody's shall so rate the said
facility,  the higher (or  highest)  rating shall apply for purposes of the grid
below. Notwithstanding anything to the contrary contained in this Agreement: (i)
until  the third  Business  Day after the  Administrative  Agent's  receipt  and
acceptance  of a new  ratings  letter for the  facility  established  under this
Agreement  and the other Credit  Documents  and  thereafter  if a BBB- rating is
indicated in such letter,  such Spreads and Fees will be determined on the basis
of a BBB- rating (as set forth below);  and (ii) if the said new ratings  letter
indicates a change,  the effect of such change will be  implemented on the third
Business Day after such receipt and acceptance.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
               Rating                    Eurodollar/Eurocurrency Loan Spread Increase    Facility Fee Rate
                                                                                              Increase
--------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                             <C>
                BBB-                                       15 bpts                             5 bpts
--------------------------------------------------------------------------------------------------------------

                BB +                                       50 bpts                            15 bpts
--------------------------------------------------------------------------------------------------------------

             BB or lower                                   125 bpts                           25 bpts
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                       3
<PAGE>

For  purpose of the first grid  above,  the  Domestic  Borrower  represents  and
warrants that its ratio of Debt for Borrowed  Money to EBITDA,  as of the end of
the first quarter of fiscal 2004, was 2.06.  Any changes in the Applicable  Rate
based upon the said  leverage  ratio will take effect five  Business  Days after
receipt by the Administrative  Agent of the financial  statements to be provided
under Section 5.01 (a) or (b) and the compliance  certificate under Section 5.01
(c)(ii)  showing  the new  ratio;  provided,  however,  that  if such  financial
statements and compliance  certificate  are not delivered when due in accordance
with the terms  hereof,  then  effective  on the  latest  date on which they are
required to be delivered hereunder, the said leverage ratio will be deemed to be
greater than 2.5.

         "Approved Fund" has the meaning assigned to such term in Section 9.04.

         "Approved  Securitization"  means that certain  securitization  program
established and maintained by the Domestic Borrower,  the SPV and the Subsidiary
Originators  pursuant to the  Securitization  Documents with respect to accounts
receivables  generated  by the  staffing  solutions  business  of  the  Domestic
Borrower  and certain of its  Subsidiaries  pursuant  to which (x) the  Domestic
Borrower may sell,  convey or otherwise  transfer to the SPV any  Securitization
Assets  and  (y)  the  SPV  may  sell,  convey  or  otherwise  transfer  to  the
Securitization  Conduit the  Securitization  Assets (or an undivided  percentage
ownership  interest  therein)  or may  grant  to the  Securitization  Conduit  a
security  interest in the  Securitization  Assets (or such percentage  ownership
interest); provided, however, that

                  (i)  no  portion  of the  Securitization  Debt  or  any  other
         obligations  (contingent  or  otherwise)  of the  SPV  (1) is  owed  or
         guaranteed by the Domestic Borrower or its Subsidiaries (other than the
         SPV), excluding Standard Securitization  Undertakings,  (2) is recourse
         to or obligates the Domestic  Borrower or its Subsidiaries  (other than
         the SPV) for payment other than Standard Securitization Undertakings or
         (3)  subjects  any  property or asset  (other  than the  Securitization
         Assets) of the Domestic Borrower or of its Subsidiaries (other than the
         SPV),  directly  or  indirectly,  contingently  or  otherwise,  to  the
         satisfaction of obligations  incurred in such transactions,  other than
         pursuant to Standard Securitization Undertakings,

                  (ii) the Domestic  Borrower and its  Subsidiaries  (other than
         the SPV) do not have any ongoing obligation to maintain or preserve the
         financial  condition  of the SPV or cause  the SPV to  achieve  certain
         levels of operating results,

                  (iii) the  aggregate  principal  amount of the  Securitization
         Debt of the SPV arising in connection with the Approved  Securitization
         shall not exceed $150,000,000 at any time outstanding,

                  (iv) any promissory note received by the Domestic  Borrower as
         consideration   or  as   partial   consideration   for   the   sale  of
         Securitization  Assets shall be pledged in favor


                                       4
<PAGE>


         of the  Administrative  Agent,  who  shall  have  at all  times a first
         priority security interest in such note; and

                  (v) the Approved  Securitization is administered in accordance
         with the Securitization Documents.


         "Assignment and Assumption" means an assignment and assumption  entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

         "Associated  Costs Rate" means the rate  determined in accordance  with
Schedule 2.13.

         "Associate   Vendor   Payable"  means  any  account   payable  owed  by
ProcureStaff or any other Paying Agency Company to any associate vendor (whether
the Domestic Borrower, one of its Subsidiaries, or any other Person) that is not
a Paying Agency  Company  arising from services  performed or goods  provided by
such  associate  vendor to an end-use  customer  under an  arrangement  in which
ProcureStaff  or such other Paying Agency Company serves as paying agent for the
related  account  receivable  owing by such end-use  customer to such  associate
vendor.

         "Auction Rate  Securities"  shall mean auction rate  securities  issued
with a rate reset mechanism and maximum term of 35 days.

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

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

         "Borrowers" means,  collectively,  the Domestic  Borrower,  Gatton and,
from and after  such time as a  Subsidiary  Borrower  (in  addition  to  Gatton)
becomes  a party  hereto  (as a  "Borrower")  pursuant  to  Section  2.20,  such
Subsidiary Borrower.

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

         "Borrowing Base" shall mean, at the relevant time of reference thereto,
an amount determined by the Administrative Agent by reference to the most recent
Borrowing Base  Certificate  delivered to the  Administrative  Agent pursuant to
Section  5.01(e) which is equal to (x) 80% of Eligible  Group A Receivables  and
(y) 60% of Eligible Group B Receivables.

         "Borrowing  Base  Certificate"  shall  mean a  certificate  signed by a
Financial Officer certifying the amount of the Borrowing Base as of the date set
forth therein, in substantially the form of Exhibit B hereto.


                                        5
<PAGE>


         "Borrowing  Request"  means a request  by a  Borrower  for a  Revolving
Borrowing in accordance  with Section 2.03 or a request deemed to have been made
by the Domestic  Borrower for an ABR  Revolving  Borrowing  in  accordance  with
Section 2.10(a).

         "Business  Day" means any day that is not a  Saturday,  Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed;  provided that, (i) when used in connection  with a Eurodollar
Loan,  the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank  market,  (ii) when
used in connection  with a Eurocurrency  Loan to be made in Sterling,  "Business
Day"  shall  also  exclude  any day on which  commercial  banks are not open for
foreign  exchange  business in London,  and (iii) when used in connection with a
Eurocurrency Loan to be made in euro,  "Business Day" shall also exclude any day
on which commercial  banks are not open for foreign exchange  business in London
or  Frankfurt  am Main,  Germany (or such other  principal  financial  center or
centers in such  participating  member  state or states  (as  defined in Section
9.14) as the  Administrative  Agent  may  from  time to time  nominate  for this
purpose).

         "Capital   Expenditures"   shall  mean  any  expenditure  made  by  the
expenditure of cash or the incurrence of Indebtedness in respect of the purchase
or acquisition of any fixed or capital assets (excluding normal replacements and
maintenance which are properly charged to current operations), including Capital
Lease Obligations.

         "Capitalization" means all Debt plus Consolidated Net Worth.

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

         "Change in Control" means (a) the acquisition of ownership, directly or
indirectly,  beneficially  or of  record,  by any  Person or group  (within  the
meaning of the  Securities  Exchange Act of 1934 and the rules of the Securities
and Exchange  Commission  thereunder as in effect on the date hereof) other than
the Shaw Group, of shares  representing more than 25% of the aggregate  ordinary
voting power  represented  by the issued and  outstanding  capital  stock of the
Domestic Borrower if the Shaw Group shall not have direct  beneficial  ownership
of shares  representing  at least 25% of the  aggregate  ordinary  voting  power
represented  by the  issued  and  outstanding  capital  stock  of  the  Domestic
Borrower; (b) occupation of a majority of the seats (other than vacant seats) on
the board of directors of the Domestic  Borrower by Persons who were neither (i)
nominated by the board of directors of the Domestic  Borrower nor (ii) appointed
by directors so nominated;  or (c) the acquisition of direct or indirect Control
of the Domestic Borrower by any Person or group other than the Shaw Group.

         "Change in Law" means (a) the adoption of any law,  rule or  regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.15(b),  by any


                                        6
<PAGE>


lending  office of such Lender or by such Lender's or the Issuing Bank's holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement.

         "Charges" has the meaning set forth in Section 9.13.

         "Class",  when used in  reference to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans  comprising such Borrowing,  are Revolving Loans
or Swingline Loans.

         "CLO" has the meaning assigned to such term in Section 9.04.

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

         "Collateral"  means,  collectively,  "Collateral"  as  defined  in  the
Subsidiary Security Agreement, and all collateral pledged under any of the other
Collateral Documents.

         "Collateral Agent" means the Administrative Agent acting as "Collateral
Agent" under the Collateral Documents.

         "Collateral  Documents" means the Subsidiary Security Agreement and any
other  instrument,  document  or  agreement  pursuant  to which any  Borrower or
Guarantor grants any collateral to the Administrative Agent (as Collateral Agent
or  otherwise)  or any of the Lenders as  security  for the  obligations  of the
Borrowers or the Guarantors,  or both, arising under this Agreement or any other
Credit Document, and includes any financing statement or amendment thereof.

         "Collateral  Grantor  Subsidiary" means any Subsidiary which is, at the
time in question, a "Grantor" under the Subsidiary Security Agreement, including
any Subsidiary  which is required to join in the Subsidiary  Security  Agreement
pursuant to Section 5.10.

         "Commitment" means, with respect to each Lender, the commitment of such
Lender to make  Revolving  Loans and to  acquire  participations  in  Letters of
Credit and Swingline Loans  hereunder,  expressed as an amount  representing the
maximum aggregate amount of such Lender's  Revolving Credit Exposure  hereunder,
as such  commitment  may be (a)  reduced  from time to time  pursuant to Section
2.09,  and (b) reduced or increased from time to time pursuant to assignments by
or to such Lender  pursuant to Section  9.04 or as  contemplated  under  Section
9.16.  The initial  amount of each Lender's  Commitment is set forth on Schedule
2.01, or in the Assignment  and  Assumption  pursuant to which such Lender shall
have assumed its Commitment, as applicable.  The initial aggregate amount of the
Lenders' Commitments is $30,000,000.

         "Consolidated  Net  Income"  shall mean for any  accounting  period net
income  determined  in  accordance  with GAAP,  as reported in the  consolidated
results for the Domestic Borrower reporting group.

         "Consolidated  Net  Worth"  means at any time as of  which  the  amount
thereof is to be determined, the sum of the following in respect of the Domestic
Borrower and its Subsidiaries  (determined on a consolidated basis in accordance
with GAAP):  (i) the amount of issued and


                                       7
<PAGE>


outstanding  share capital,  plus (ii) the amount of additional  paid-in capital
and  retained  income  (or,  in the case of a deficit  minus the  amount of such
deficit),  plus (iii) the amount of all accumulated other  comprehensive  income
minus (iv) the amount of any treasury  stock,  all as  determined  in accordance
with GAAP applied on a consistent basis.

         "Consolidated  Tangible  Net  Worth"  means at any time as of which the
amount  thereof  is  to be  determined:  (x)  owner's  equity  (determined  on a
consolidated  basis in accordance  with GAAP),  including  (without  limitation)
other comprehensive income; minus (y)(i) minority interest in Subsidiaries,  and
(ii) intangible assets.  Clause (x) shall be determined  excluding any net gains
or  net  losses  (after  taxes),   from  and  after  the  Effective  Date,  from
non-operating sources.

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

         "Credit Document" means each of (i) this Agreement, each Note (if any),
each application and other agreement in respect of any Letter of Credit, in each
case as supplemented,  modified, or amended from time to time, (ii) the Guaranty
of  Payment,  (iii)  the  Collateral  Documents,  and (iv)  each  instrument  or
agreement  supplementing  (by joinder or otherwise),  modifying or amending,  or
waiving any provision of, any Credit Document.

         "Current Field Exam" shall mean the field examination of the Collateral
Grantor  Subsidiaries'  Accounts Receivable dated March, 2004,  conducted at the
request of the Administrative  Agent and distributed to the Lenders prior to the
Effective Date.

         "Current  Liabilities"  at  a  particular  date,  shall  mean  (without
duplication):  (i) all  Securitization  Debt; (ii) all  Indebtedness  under this
Agreement,  any or all of the other Credit  Documents and/or any Designated Swap
Agreement;  and (iii) all amounts  which  would,  in  conformity  with GAAP,  be
included  under  current  liabilities  on a  consolidated  balance  sheet of the
Domestic  Borrower,  as at  such  date,  but in  any  event  including,  without
limitation, the amounts of (a) Indebtedness payable on demand, or, at the option
of the Person to whom such  Indebtedness  is owed, not more than 12 months after
such date, (b) any payments in respect of any Indebtedness (whether installment,
serial maturity, sinking fund payment or otherwise) required to be made not more
than 12 months after such date,  (c) all reserves in respect of  liabilities  or
Indebtedness  payable  on demand  or, at the  option of the  Person to whom such
Indebtedness  is owed,  not more than 12 months after such date, the validity of
which is not  contested at such date,  and (d) all accruals for federal or other
taxes measured by income payable within a 12 month period.  (The  calculation of
Indebtedness under Designated Swap Agreements in clause (ii) above shall be made
after giving effect to any applicable netting agreements.)

         "Customer"  means and includes  the account  debtor with respect to any
Account Receivable and/or the prospective  purchaser of goods,  services or both
with respect to any contract or contract right, and/or any party who enters into
or  proposes to enter into any contact or other  arrangement  with a  Collateral
Grantor Subsidiary pursuant to which to which such Collateral Grantor Subsidiary
is to deliver any personal property or perform any services.


                                       8
<PAGE>

         "Debt" means (without duplication) Debt for Borrowed Money reflected on
the consolidated  balance sheet of the Domestic  Borrower,  plus  Securitization
Debt.

         "Debt  for  Borrowed  Money"  means  all  Indebtedness,  excluding  (i)
commitments  and contingent  obligations in respect of undrawn letters of credit
and Guarantees (except,  in each case, to the extent constituting  Guarantees in
respect of Debt for  Borrowed  Money of a Person  other than a  Borrower),  (ii)
obligations   under  Swap  Agreements,   and  (iii)  trade  payables  and  other
liabilities (not for borrowed money) ordinarily incurred in the normal course of
business.

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

         "Denomination  Date"  shall  mean,  in  relation  to  any  Eurocurrency
Borrowing,  the  date  that is  three  Business  Days  before  the  date of such
Borrowing.

         "Designated Swap Agreement" shall mean (i) any Swap Agreement permitted
under  Section 6.05,  entered into between the Domestic  Borrower and any Lender
(as a swap  counterparty)  for the  purpose of hedging  currency  exchange  risk
associated with the Domestic Borrower's foreign  operations;  and (ii) any other
Swap Agreement permitted under Section 6.05, to which the Domestic Borrower is a
party which,  pursuant to a written  instrument  signed by the Required Lenders,
has been designated as a Designated Swap Agreement, so that (in the case of both
(i) and (ii)) the Domestic Borrower's  counterparty  thereunder will be entitled
to  share  in the  benefits  of the  Guaranty  of  Payment  and  the  Collateral
Documents,  to the  extent the  Guaranty  of Payment  and  Collateral  Documents
provide a guaranty or security  for  creditors of the  Domestic  Borrower  under
Designated Swap Agreements.

         "Disclosed  Matters" means the actions,  suits and  proceedings and the
environmental matters disclosed in Schedule 3.06.

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

         "Domestic Borrower" means Volt Information Sciences, Inc., a  New  York
corporation.

         "EBIT" means, for any period,  operating profit measured on the date of
calculation with reference to the four most recently completed fiscal quarters.

         "EBITDA" means,  for any period,  operating profit plus interest income
of the Domestic  Borrower and its  Subsidiaries  for such period plus the sum of
(i) depreciation  expense and (ii) amortization  expense,  all as certified by a
Financial Officer on a quarterly basis for such period,  and all determined on a
consolidated basis in accordance with GAAP consistently applied.

         "Effective  Date" means the date on which the  conditions  specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

         "Eligible  Group A Receivables"  shall mean, collectively, the Eligible
Receivables of Volt Delta Resources,  Inc., Volt Telecommunications Group, Inc.,
and VMC Consulting Corp.


                                       9
<PAGE>


         "Eligible Group B Receivables" shall mean,  collectively,  the Eligible
Receivables of DataNational, Inc. and DataNational of Georgia, Inc.

         "Eligible  Receivables"  shall mean, subject to adjustment as set forth
in the definition of the term "Borrowing Base", each Account  Receivable arising
in  the  ordinary  course  of  business  and   constituting  a  portion  of  the
"Collateral" as defined in the Subsidiary Security Agreement, which represents a
bona fide sale;  however,  an Account Receivable shall not be deemed eligible if
it meets the  criteria  in any of clauses  (a)  through  (t) below  (unless  all
Lenders  give their  express  prior  written  consent to  include  such  Account
Receivable as an "Eligible  Receivable"),  or if such Account  Receivable is not
subject to the Collateral Agent's first priority perfected security interest and
to no other Lien  (other than a  Permitted  Encumbrance),  or if the same is not
evidenced  by  an  invoice,   bill  of  lading  or  other  documentary  evidence
satisfactory to the Administrative Agent. As stated above, an Account Receivable
shall not be an Eligible Receivable, if:

                  (a) it arises out of a sale made to: (i) the Domestic Borrower
         or any Affiliate of the Domestic Borrower;  or (ii) a Person that is an
         employee,  officer,  agent  or 10%  stockholder  (or  members  or other
         holders  of Equity  Interests,  in the case of a Person  which is not a
         corporation  or a  natural  person)  of the  Domestic  Borrower  or any
         Affiliate of the Domestic Borrower;

                  (b) it is due or unpaid  more than  ninety (90) days after the
         original due date thereof,  or to the extent of any net credit  balance
         thereunder which is more than ninety (90) days old;

                  (c)  fifty   percent  (50%)  or  more  of  the  total  Account
         Receivables  from the  Customer  are not  deemed  Eligible  Receivables
         hereunder  (such  percentage  may,  in   Administrative   Agent's  sole
         discretion, be increased or decreased from time to time);

                  (d) [intentionally omitted];

                  (e) the Customer  shall (i) apply for,  suffer,  or consent to
         the  appointment  of,  or the  taking  of  possession  by, a  receiver,
         custodian,  trustee or  liquidator of itself or of all or a substantial
         part of its property or call a meeting of its creditors,  (ii) admit in
         writing its inability, or be generally unable, to pay its debts as they
         become due or cease  operations of its present  business,  (iii) make a
         general  assignment  for the  benefit  of  creditors,  (iv)  commence a
         voluntary  case under any state or federal  bankruptcy  laws (as now or
         hereafter in effect), (v) be adjudicated a bankrupt or insolvent,  (vi)
         file a petition  seeking to take  advantage of any other law  providing
         for the  relief  of  debtors,  (vii)  acquiesce  to,  or failed to have
         dismissed,  any petition  which is filed against it in any  involuntary
         case  under such  bankruptcy  laws,  or (viii)  take any action for the
         purpose of effecting any of the foregoing;

                  (f) the sale is to a Customer not incorporated  under the laws
         of the  United  States or of any state or other  political  subdivision
         thereof, or is located outside the United States of America, unless the
         sale is on letter of credit, guaranty or acceptance


                                       10
<PAGE>

         terms, in each case acceptable to the Administrative Agent, in its sole
         discretion, or is not payable in Dollars;


                  (g) the sale to the Customer is on a bill-and-hold, guaranteed
         sale,  sale-and-return,  sale on  approval,  consignment  or any  other
         repurchase or return basis or is evidenced by chattel paper;

                  (h) [intentionally omitted];

                  (i) the Customer is the United States of America, any State or
         any department,  agency or  instrumentality  of any of them, unless the
         Collateral Grantor Subsidiary in question  effectuates an assignment of
         its right to payment of such Account  Receivable to the  Administrative
         Agent  pursuant to the Assignment of Claims Act of 1940, as amended (31
         U.S.C.  Sub-Section 3727 et seq. and 41 U.S.C.  Sub-Section 15 et seq.)
         or,  where the  Customer  is not the  United  States of  America or any
         department, agency or instrumentality thereof (other than a State), the
         Collateral  Grantor  Subsidiary in question has otherwise complied with
         all  other  applicable  statutes  or  ordinances  so as to  render  the
         assignment  of the  Account  Receivable  in question  complete  and not
         subject to offset (or equivalent) by such State or the Customer;

                  (j) the goods giving rise to such Account  Receivable have not
         been  shipped and  delivered to and  accepted by the  Customer,  or the
         services giving rise to such Account Receivable have not been performed
         by the  applicable  Collateral  Grantor  Subsidiary and accepted by the
         Customer,  or the Account  Receivable  otherwise  does not  represent a
         final sale;

                  (k) [intentionally omitted];

                  (l)  the  Account   Receivable   is  subject  to  any  offset,
         deduction, defense, dispute, co-op advertising, counterclaim or rebate,
         or the  Account  Receivable  is  contingent  in any  respect or for any
         reason;

                  (m) the applicable  Collateral Grantor Subsidiary has made any
         agreement  with  the  Customer  for any  deduction  from  such  Account
         Receivable,  except for discounts,  returns, credits, price adjustments
         or other  allowances made in the ordinary course of business for prompt
         payment, all of which discounts, returns, credits, price adjustments or
         other  allowances are reflected in the calculation of the face value of
         each respective invoice related thereto;

                  (n)    any return, rejection or repossession of 5% or  more of
         the goods relating to such Account Receivable has occurred;

                  (o)  the  applicable  Collateral  Grantor  Subsidiary  (or the
         Domestic  Borrower,  as  collection  agent) is not sole  payee and sole
         remittance party, or such Account Receivable is not payable entirely to
         the applicable Collateral Grantor Subsidiary (or such


                                       11
<PAGE>

         collection  agent)  (whether  by  virtue of any  rights of the  account
         creditor under any Associate Vendor Payable, or otherwise);

                  (p) the Account  Receivable is subject to any adverse security
         deposit,  retainage or other similar advance made by or for the benefit
         of the Customer, in each case to the extent thereof;

                  (q)  cash  has  been  received  in  respect  of  such  Account
         Receivable  that has not yet been applied by the applicable  Collateral
         Grantor  Subsidiary (or collection  agent) to reduce the amount of such
         Account Receivable, to the extent of such cash;

                  (r) the applicable Collateral Grantor Subsidiary does not have
         sole lawful and absolute title to such Account Receivable;

                  (s) inclusion of the applicable Account Receivable would cause
         the total Eligible  Receivables with respect to the applicable Customer
         and its Affiliates, in the aggregate, to exceed 20% of the total of all
         Eligible  Receivables at the time in question (it being understood that
         only the  portion of such  Account  Receivable  that  would  cause such
         excess is excluded hereby); or

                  (t) such Account  Receivable is not otherwise  satisfactory to
         the   Administrative   Agent,  as  determined  in  good  faith  by  the
         Administrative  Agent in the exercise of its discretion in a reasonable
         manner.


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

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

         "Equity   Interests"   means  shares  of  capital  stock,   partnership
interests,  membership  interests  in a limited  liability  company,  beneficial
interests in a trust or other equity  ownership  interests in a Person,  and any
warrants,  options or other rights  entitling the holder  thereof to purchase or
acquire any such equity interest.


                                       12
<PAGE>


         "Equivalent  Dollar Amount" shall mean, with respect to an amount of an
Alternative  Currency on any date,  the amount of dollars  that may be purchased
with such amount of such Alternative  Currency at the Spot Exchange Rate on such
date.

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

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

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

         "euro" has the meaning set forth in Section 9.14.

         "Eurocurrency", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are denominated in
an Alternative  Currency and bearing  interest at a rate determined by reference
to the Adjusted LIBO Rate.

         "Eurodollar",  when used in reference to any Loan or Borrowing,  refers
to whether such Loan, or the Loans comprising such Borrowing, are denominated in
dollars and bear interest at a rate determined by reference to the Adjusted LIBO
Rate.

         "Event of  Default"  has the  meaning  assigned to such term in Article
VII.

         "Excluded Taxes" means, with respect to the  Administrative  Agent, any
Lender,  the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of any Borrower hereunder,  (a) income or franchise
taxes  imposed  on (or  measured  by) its net  income  by the  United  States of
America,  or by the  jurisdiction  under  the laws of which  such  recipient  is
organized  or in which its  principal  office is located  or, in the case of any
Lender,  in which its  applicable  lending  office is  located,  (b) any  branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other  jurisdiction in which a


                                       13
<PAGE>



Borrower  is  located  and (c) in the case of a Foreign  Lender  (other  than an
assignee  pursuant  to a request  by a  Borrower  under  Section  2.19(b)),  any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign  Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable  to such Foreign  Lender's  failure to comply
with  Section  2.17(e),  except to the extent that such  Foreign  Lender (or its
assignor,  if any) was  entitled,  at the time of  designation  of a new lending
office (or  assignment),  to receive  additional  amounts  from a Borrower  with
respect to such withholding tax pursuant to Section 2.17(a).

         "Existing Agreement" - see recitals.

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

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

         "Fitch" means Fitch Ratings.

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

         "GAAP" means  generally  accepted  accounting  principles in the United
States of America.
         "Gatton"  means Gatton Volt  Consulting  Group  Limited,  a corporation
organized under the laws of the United Kingdom.

         "Governmental  Authority"  means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

         "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise,  of the guarantor  guaranteeing  or having the economic
effect of guaranteeing  any Indebtedness or other obligation of any other Person
(the  "primary  obligor") in any manner,  whether  directly or  indirectly,  and
including any obligation of the guarantor,  direct or indirect,  (a) to purchase
or pay (or  advance  or  supply  funds  for the  purchase  or  payment  of) such

                                       14
<PAGE>

Indebtedness  or other  obligation or to purchase (or to advance or supply funds
for the purchase of) any  security for the payment  thereof,  (b) to purchase or
lease property,  securities or services for the purpose of assuring the owner of
such  Indebtedness or other obligation of the payment  thereof,  (c) to maintain
working capital,  equity capital or any other financial  statement  condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness  or other  obligation  or (d) as an account party in respect of any
letter of credit or letter of guaranty  issued to support such  Indebtedness  or
obligation;  provided,  that the term  Guarantee  shall  include the Guaranty of
Payment,  but shall not include  endorsements  for  collection or deposit in the
ordinary course of business.

         "Guarantors" means, collectively,  Volt Delta Resources, Inc., a Nevada
corporation,  DataNational,  Inc.,  a  Delaware  corporation,  Volt  Information
Sciences Funding,  Inc., a Delaware corporation,  Volt Directories S.A., Ltd., a
Delaware corporation (formerly known as Volt-Autologic  Directories S.A., Ltd.),
Volt  Telecommunications  Group, Inc., a Delaware  corporation,  DataNational of
Georgia,  Inc.,  a  Georgia  corporation,   VMC  Consulting  Corp.,  a  Delaware
corporation,  and every other domestic Subsidiary required to become a Guarantor
under Section 5.10 or Section 2.20.

         "Guaranty of Payment"  means the Amended and Restated Joint and Several
Guaranty of Payment  made as of the  Effective  Date by the  Guarantors  who are
parties to this  Agreement as of the  Effective  Date, as the same may be joined
in,  supplemented,  amended or  otherwise  modified  pursuant to Section 2.20 or
Section 5.10, or otherwise.

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

         "Indebtedness"  of any  Person  means,  without  duplication,  (a)  all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (b) all  obligations  of such Person  evidenced by bonds,
debentures,  notes or similar  instruments,  (c) all  obligations of such Person
upon which interest  charges are  customarily  paid, (d) all obligations of such
Person under  conditional sale or other title retention  agreements  relating to
property acquired by such Person,  (e) all obligations of such Person in respect
of the  deferred  purchase  price of  property or  services  (excluding  current
accounts  payable  incurred  in  the  ordinary  course  of  business),  (f)  all
Indebtedness of others secured by (or for which the holder of such  Indebtedness
has an existing  right,  contingent or otherwise,  to be secured by) any Lien on
property  owned or  acquired  by such  Person,  whether or not the  Indebtedness
secured  thereby  has  been  assumed,  (g)  all  Guarantees  by such  Person  of
Indebtedness of others,  (h) all Capital Lease  Obligations of such Person,  (i)
all obligations,  contingent or otherwise, of such Person as an account party in
respect of letters of credit and  letters of guaranty  and (j) all  obligations,
contingent or otherwise, of such Person in respect of banker's acceptances.  The
Indebtedness  of any Person shall include the  Indebtedness  of any other entity
(including  any  partnership  in which such Person is a general  partner) to the
extent such Person is liable  therefor  as a result of such  Person's  ownership
interest in or other  relationship  with such  entity,  except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

                                       15
<PAGE>

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Intercompany  Debt" means loans,  advances and any other extensions of
credit  made  by the  Domestic  Borrower  and/or  any  Subsidiary  to any  other
Subsidiary.

         "Interest Election Request" means a request by a Borrower to convert or
continue a Revolving Borrowing in accordance with Section 2.08.

         "Interest  Expense" means, for any period,  the sum of interest charges
plus Securitization Expense.

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

         "Interest Period" means, with respect to any Eurocurrency  Borrowing or
Eurodollar  Borrowing,  the period  commencing on the date of such Borrowing and
ending (x) on a date agreed upon among the Lenders  pursuant to Section 2.08(e),
or (y) on the numerically  corresponding  day in the calendar month that is one,
two, three or six months after the date of such Borrowing; provided, that (i) if
any Interest  Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurocurrency  Borrowing or Eurodollar  Borrowing only, such next succeeding
Business Day would fall in the next calendar  month, in which case such Interest
Period  shall end on the next  preceding  Business  Day,  and (ii) any  Interest
Period  pertaining  to a Eurodollar  Borrowing or  Eurocurrency  Borrowing  that
commences on the last  Business  Day of a calendar  month (or on a day for which
there is no  numerically  corresponding  day in the last calendar  month of such
Interest  Period) shall end on the last Business Day of the last calendar  month
of such Interest Period. For purposes hereof, the date of a Borrowing  initially
shall  be the  date on  which  such  Borrowing  is made  and,  in the  case of a
Revolving  Borrowing,  thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

         "Issuing Bank" means JPMorgan Chase Bank, in its capacity as the issuer
of Letters of Credit hereunder,  and its successors in such capacity as provided
in Section 2.06(i). The Issuing Bank may, in its discretion,  arrange for one or
more Letters of Credit to be issued by  Affiliates of the Issuing Bank, in which
case the term "Issuing  Bank" shall include any such  Affiliate  with respect to
Letters of Credit issued by such Affiliate.

         "LC Disbursement"  means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

         "LC Exposure" means, at any time, the sum of (a) the aggregate  undrawn
amount of all outstanding  Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf

                                       16
<PAGE>

of the Domestic Borrower at such time. The LC Exposure of any Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time.

         "Lenders"  means  the  Persons  listed on  Schedule  2.01 and any other
Person  that shall have become a party  hereto  pursuant  to an  Assignment  and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

         "Letter of Credit" means any letter of credit  issued  pursuant to this
Agreement.

         "LIBO  Rate"  means,  with  respect  to  any  Eurodollar  Borrowing  or
Eurocurrency  Borrowing  for any  Interest  Period,  the rate  appearing  on the
applicable  page of the Telerate  Service (or any successor to or substitute for
such Service,  providing rate quotations  comparable to those currently provided
on such page of such Service,  as determined  by the  Administrative  Agent from
time to time for purposes of providing  quotations of interest rates  applicable
to deposits in the London interbank market) at approximately  11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period as the
rate for dollar deposits with a maturity  comparable to such Interest Period. In
the event  that the rate set forth  above is at any time not  available  for any
reason  with  respect to any  Eurodollar  Borrowing,  then the "LIBO  Rate" with
respect to such Eurodollar  Borrowing for the applicable Interest Period,  shall
be the rate (rounded upwards,  if necessary,  to the next 1/16th of 1%) at which
deposits of an amount for which the Equivalent Dollar Amount is $5,000,000,  for
a maturity  comparable  to such Interest  Period,  in the currency in which such
Borrowing is  denominated,  are offered to the  principal  London  office of the
Administrative  Agent in  immediately  available  funds in the London  interbank
market at approximately  11:00 a.m., London time, (i) two Business Days prior to
the commencement of such Interest Period with respect to a Eurodollar  Borrowing
or (ii) on the  Quotation  Date for  such  Interest  Period  with  respect  to a
Eurocurrency Borrowing.

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

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

         "Material  Adverse  Effect" means a material  adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
the Domestic Borrower and the Subsidiaries  taken as a whole, (b) the ability of
the Domestic  Borrower to perform any of its obligations under this Agreement or
any other  Credit  Document  or (c) the rights of or benefits  available  to the
Lenders under this Agreement or any other Credit Document.

         "Material  Indebtedness"  means Indebtedness  (other than the Loans and
Letters of Credit), or obligations in respect of one or more Swap Agreements, of
any one or more of the Domestic  Borrower and its  Subsidiaries  in an aggregate

                                       17
<PAGE>

principal  amount  exceeding  $4,000,000.  For purposes of determining  Material
Indebtedness, the "principal amount" of the obligations of the Domestic Borrower
or any  Subsidiary  in  respect of any Swap  Agreement  at any time shall be the
maximum aggregate amount (giving effect to any netting  agreements in accordance
with GAAP) that the Domestic  Borrower or such  Subsidiary  would be required to
pay if such Swap Agreement were terminated at such time.

         "Material  Subsidiary" means any Subsidiary Borrower and any Subsidiary
which,  at any date of  determination  thereof,  has total assets  having a fair
market value (without deduction for any Liens) of $500,000 or more.

         "Maturity Date" means April 11, 2005.

         "Maximum Rate" has the meaning set forth in Section 9.13.

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

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

         "Note"  means  each  promissory  note  executed  and  delivered  by any
Borrower to a Lender as set forth in Section 2.10(e).

         "Original Guarantors" means, collectively,  Volt Delta Resources, Inc.,
a  Nevada  corporation,   DataNational,   Inc.,  a  Delaware  corporation,  Volt
Information  Sciences Funding,  Inc., a Delaware  corporation,  Volt Directories
S.A., Ltd., a Delaware corporation (formerly known as Volt-Autologic Directories
S.A., Ltd.), Volt  Telecommunications  Group, Inc., a Delaware corporation,  and
DataNational of Georgia, Inc., a Georgia corporation.

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

         "Participant" has the meaning set forth in Section 9.04.

         "Paying Agency Company" means a Subsidiary whose principal  business is
the same as ProcureStaff's,  namely, acting as a paying agent, whether conducted
directly or subcontracted to another Paying Agency Company.

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

         "Permitted Encumbrances" means:

                  (a) Liens imposed by law for taxes that are not yet due or are
         being contested in compliance with Section 5.04;

                                       18
<PAGE>

                  (b)  carriers',  warehousemen's,   mechanics',  materialmen's,
         repairmen's  and  other  like  Liens  imposed  by law,  arising  in the
         ordinary  course of  business  and  securing  obligations  that are not
         overdue by more than 30 days or are being  contested in compliance with
         Section 5.04;

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

                  (d)  deposits  to  secure  the  performance  of  bids,   trade
         contracts,  leases,  statutory  obligations,  surety and appeal  bonds,
         performance  bonds and other obligations of a like nature, in each case
         in the ordinary course of business;

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

                  (f)  Liens,   to  the  extent   part  of  the   Securitization
         Transactions,  on (i) accounts receivable  originated from the staffing
         solutions   business  of  the  Domestic  Borrower  and  the  Subsidiary
         Originators,  and (ii) the Receivable Related Assets, provided however,
         that the  maximum  Indebtedness  secured  by any such  Liens  shall not
         exceed  $150,000,000  in the  aggregate  at any  one  time  outstanding
         (exclusive  of "Deferred  Purchase  Price",  as that term is defined in
         Section 5.06 of the Receivables Purchase Agreement);

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
securing  Indebtedness,  unless  the  encumbrance  in  question  arises  under a
Collateral Document or pursuant to the Securitization Documents.

         "Permitted Investments" means:

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

                  (b) investments in commercial paper denominated in dollars and
         maturing  within  270 days  from the date of  acquisition  thereof  and
         having,  at such date of  acquisition,  a credit rating of at least A-2
         from S&P and at least P-2 from Moody's;

                  (c)  investments   in   certificates   of  deposit,   banker's
         acceptances and time deposits maturing within one year from the date of
         acquisition  thereof  issued or guaranteed by or placed with, and money
         market deposit  accounts  issued or offered by, any domestic  office of
         any commercial  bank  organized  under the laws of the United States of
         America or any State thereof  which has a combined  capital and surplus
         and undivided  profits of not less than $500,000,000 and which is rated
         at least A-2 by S&P and P-2 by Moody's in the note or commercial  paper
         rating category;

                                       19
<PAGE>

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

                  (e) money  market  funds that (i) comply with the criteria set
         forth in  Securities  and  Exchange  Commission  Rule  2a-7  under  the
         Investment  Company  Act of 1940,  (ii) are rated AAA by S&P and Aaa by
         Moody's,  and (iii) have portfolio assets of at least  $5,000,000,000.;
         and

                  (f) Auction Rate  Securities that are rated AAA by S&P and Aaa
         by Moody's.

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

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

         "Prime  Rate" means the rate of interest per annum  publicly  announced
from time to time by  JPMorgan  Chase  Bank as its  prime  rate in effect at its
principal  office in New York  City;  each  change in the  Prime  Rate  shall be
effective from and including the date such change is publicly announced as being
effective.

         "ProcureStaff" means ProcureStaff, Ltd., a Delaware corporation.

         "ProcureStaff  Quick  Ratio"  means  the  ratio  of  (x)  all  accounts
receivable of (i) ProcureStaff plus (ii) each other Paying Agency Company to (y)
their aggregate Associate Vendor Payables.  However, accounts receivable arising
between two Paying Agency Companies, shall be excluded from the foregoing.

         "Quotation Date" means, with respect to a Eurocurrency  Borrowing,  the
day on which  quotations would ordinarily be quoted by prime banks in the London
interbank  market  for  deposits  in the  applicable  Alternative  Currency  for
delivery on the first day of the applicable  Interest  Period,  as determined by
the Administrative  Agent; provided that if there is more than one such day, the
latest of such days shall be the Quotation Date.

         "Receivables  Purchase  Agreement"  has the  meaning  set  forth in the
definition of Securitization Documents in this Section 1.01.

         "Receivable   Related   Assets"  means,  in  respect  of  any  accounts
receivable  transferred  by the Domestic  Borrower to the SPV, (i) any rights or
interests arising under the documentation governing or relating to such accounts
receivable  (including  rights  in  respect  of  Liens  securing  such  accounts

                                       20
<PAGE>

receivable  and other credit  support in respect of such  accounts  receivable),
(ii) any proceeds of such  accounts  receivable  and (iii) all books and records
related to such accounts receivable.

         "Receivables   Sale  Agreement"  has  the  meaning  set  forth  in  the
definition of Securitization Documents in this Section 1.01.

         "Register" has the meaning set forth in Section 9.04.

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

         "Required  Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused  Commitments  representing  more than 50% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time.

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

         "Revolving  Credit Exposure"  means,  with respect to any Lender at any
time, the sum of the  outstanding  principal  amount of such Lender's  Revolving
Loans  denominated  in  dollars,  plus  the  Equivalent  Dollar  Amount  of  the
outstanding  principal  amount of such Lender's  Eurocurrency  Loans,  plus such
Lender's LC Exposure and Swingline Exposure at such time.

         "Revolving Loan" means a Loan made pursuant to Section 2.03.

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

         "Securitization  Assets"  means (i) all accounts  receivable  which are
described as being or to be transferred  by the Domestic  Borrower or any of its
Subsidiaries to the SPV pursuant to any of the  Securitization  Documents,  (ii)
all Receivables Related Assets and (ii) all collections  (including  recoveries)
and other  proceeds of the assets  described  in the  foregoing  clauses (i) and
(ii).

         "Securitization  Conduit" means Three Rivers  Funding  Corporation or a
successor  or  replacement  conduit  which  purchases  (from  the SPV)  accounts
receivable  (or undivided  percentage  ownership  interests  therein)  under the
Approved Securitization.

         "Securitization Debt" means all monetary obligations of the SPV arising
in connection with the Approved  Securitization  (other than any such obligation
in respect of interest, fees, indemnification or other similar obligations,  and
"Deferred Purchase Price" as defined in Section 5.06 of the Receivables Purchase
Agreement).

                                       21
<PAGE>

         "Securitization  Documents"  means,  collectively,   (i)  that  certain
Receivables Sale and Contribution Agreement,  dated as of April 12, 2002 between
the Domestic Borrower and the SPV (the "Receivables Sale Agreement"),  (ii) that
certain Receivables  Purchase Agreement,  dated as of April 12, 2002, as amended
by a First Amendment to Receivables  Purchase Agreement dated as of June 3, 2002
and by a Second  Amendment to Receivables  Purchase  Agreement dated as of March
31, 2004 among the Domestic  Borrower,  the SPV and the  Securitization  Conduit
(the  "Receivables  Purchase  Agreement"),  and  (iii)  each  other  instrument,
agreement  and other  document  entered  into by the  Domestic  Borrower  or its
Subsidiaries  (including  the SPV) under which the  Approved  Securitization  is
established  or  maintained.  In  each  case,  references  to  any or all of the
foregoing documents shall include the same as amended,  modified or supplemented
from  time to  time,  to the  extent  that  such  amendments,  modifications  or
supplements are made in accordance with the terms of this Agreement.

         "Securitization  Expense"  means the "Cost of Funds"  and the  "Program
Fees" under (and as each is defined in) the Receivables Purchase Agreement.

         "Securitization  Receivables (Gross)" means, at any time, the aggregate
amount  of  outstanding  accounts  receivable  sold,  contributed  or  otherwise
transferred  by the Domestic  Borrower or a Subsidiary  Originator to the SPV as
part  of the  Approved  Securitization,  without  deduction  for  any  undivided
percentage  ownership interest that the Securitization  Conduit may have therein
pursuant to the Approved Securitization.

         "Securitization  Transactions" means the transactions  constituting the
Approved  Securitization,  as  contemplated  by  the  Securitization  Documents,
including (among other things): (i) the sale,  conveyance or other transfer by a
Subsidiary  Originator,  directly or indirectly to the Domestic  Borrower or the
SPV, of accounts  receivable  to be included in the  Securitization  Receivables
(Gross),  whether as a true sale,  dividend or distribution,  or otherwise,  and
including  any  "back-up"  Lien  thereon;  (ii) the  sale,  conveyance  or other
transfer  by the  Domestic  Borrower of accounts  receivable  originated  by the
Domestic Borrower or any Subsidiary  Originator to the SPV to be included in the
Securitization   Receivables   (Gross),   whether  as  a  true   sale,   capital
contribution,  or otherwise, and including any "back-up" Lien thereon; (iii) the
sale,  conveyance or other transfer by the SPV to the Securitization  Conduit of
the Securitization  Receivables (Gross), or of an undivided percentage ownership
interest  therein,  whether  as a true  sale or  otherwise,  and  including  any
"back-up" Lien thereon;  in each case howsoever  characterized,  including among
other things, any Indebtedness that arises in connection with any such transfers
(whether as deferred  purchase price or otherwise,  and whether or not evidenced
by a  promissory  note)  or that  could  exist  were  any  such  transfer  to be
characterized by a court as the grant of a Lien to secure Indebtedness.

          "Shaw  Group" means  William  Shaw,  Jerome Shaw and their  respective
spouses and descendants.

         "Spot Exchange Rate" means,  on any day, with respect to an Alternative
Currency,  the spot rate at which  dollars  are  offered on such day by JPMorgan
Chase Bank in London for such Alternative  Currency at approximately  11:00 A.M.
(London time).

                                       22
<PAGE>

         "SPV" means Volt Funding Corp., a Delaware special purpose corporation,
or any successor or  replacement  special  purpose  entity which sells  accounts
receivable (or undivided  percentage  ownership interests therein) that (i) is a
direct or indirect wholly-owned Subsidiary of the Domestic Borrower and (ii) was
created for the sole purpose of acquiring the Securitization  Assets pursuant to
the Approved Securitization.

         "Standard    Securitization    Undertakings"   means   representations,
warranties,  covenants and indemnities entered into by the Domestic Borrower (in
any  capacity)  or its  Subsidiaries  (other  than the SPV) that are  reasonably
customary in accounts  receivable  securitization  transactions,  as  reasonably
determined by the Administrative Agent.

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

         "Sterling"  or  "(pound)"  shall  mean the  lawful  money of the United
Kingdom.

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

         "Subsidiary" means any subsidiary of the Domestic Borrower.

         "Subsidiary  Borrower"  means  Gatton and any other  Subsidiary  of the
Domestic Borrower which becomes a Borrower pursuant to Section 2.20.

         "Subsidiary  Originator"  means a Subsidiary whose accounts  receivable
are  transferred,  directly or indirectly,  to the SPV in  conjunction  with the
Approved Securitization.

         "Subsidiary  Originator  Holding Company" means a Subsidiary whose only
assets are the Equity Interests it owns in a Subsidiary Originator.

                                       23
<PAGE>

         "Subsidiary  Security  Agreement"  shall mean the Amended and  Restated
Subsidiary  Security Agreement made, as of the Effective Date, by the Collateral
Grantor Subsidiaries in favor of the Collateral Agent, as the same may be joined
in,  supplemented,  amended or  otherwise  modified  pursuant to Section 2.20 or
Section 5.10, or otherwise.

         "Swap Agreement" means any agreement with respect to any swap, forward,
future or derivative  transaction or option or similar agreement  involving,  or
settled by reference to, one or more rates, currencies,  commodities,  equity or
debt  instruments or securities,  or economic,  financial or pricing  indices or
measures  of  economic,  financial  or  pricing  risk or  value  or any  similar
transaction or any combination of these  transactions;  provided that no phantom
stock, stock appreciation right (SAR), stock option or similar plan or agreement
providing for payments only on account of services provided by current or former
directors, officers, employees or consultants of the Domestic Borrower or one or
more of the Subsidiaries shall be a Swap Agreement.

         "Swingline Exposure" means, at any time, the aggregate principal amount
of all Swingline Loans  outstanding at such time. The Swingline  Exposure of any
Lender at any time shall be its  Applicable  Percentage  of the total  Swingline
Exposure at such time.

         "Swingline Lender" means JPMorgan Chase Bank, in its capacity as lender
of Swingline Loans hereunder.

         "Swingline Loan" means a Loan made pursuant to Section 2.05.

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

         "Thousand Oaks  Building"  means the building  presently  owned by Volt
Realty Two,  Inc.,  located at 1050 Rancho  Conejo  Boulevard in Thousand  Oaks,
California.

         "Transactions"  means the  execution,  delivery and  performance by the
Borrowers and the Guarantors  (as  applicable)  of this  Agreement,  each of the
other Credit Documents, the borrowing of Loans, the use of the proceeds thereof,
the  issuance  of  Letters  of  Credit   hereunder,   the  guaranteeing  of  the
Indebtedness incurred hereunder, and the granting of the Liens on the Collateral
under the Subsidiary Security Agreement.

         "Type", when used in reference to any Loan or Borrowing,  refers to (i)
whether  the rate of  interest  on such Loan,  or on the Loans  comprising  such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate; and (ii) the currency in which such Loan or the Loans comprising such
Borrowing are denominated.

         "UCC" means the Uniform  Commercial  Code as the same may, from time to
time,  be in effect in the State of New York;  provided,  however,  in the event
that, by reason of mandatory  provisions  of law, any or all of the  attachment,
perfection  or  priority  of the  Collateral  Agent's  security  interest in any
Collateral  is  governed  by the  Uniform  Commercial  Code  as in  effect  in a
jurisdiction  other than the State of New York,  the term  "UCC"  shall mean the

                                       24
<PAGE>

Uniform  Commercial Code as in effect in such other jurisdiction for purposes of
the provisions  hereof relating to such  attachment,  perfection or priority and
for purposes of definitions related to such provisions.

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

         SECTION 1.02      Classification of Loans and Borrowings.
                           ---------------------------------------

         For purposes of this Agreement, Loans may be classified and referred to
by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by
Class and Type (e.g., a "Eurodollar  Revolving  Loan").  Borrowings  also may be
classified and referred to by Class (e.g.,  a "Revolving  Borrowing") or by Type
(e.g.,  a  "Eurodollar  Borrowing")  or by Class and Type (e.g.,  a  "Eurodollar
Revolving Borrowing").

         SECTION 1.03      Terms Generally.
                           ----------------

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

         SECTION 1.04      Accounting Terms; GAAP.
                           -----------------------

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

                                       25
<PAGE>

accordance  herewith.  Whether or not  indicated in the defined  terms  employed
therein,  all calculations of financial covenants under Section 6.10 (except for
clause (d) thereof) will be made with reference to the consolidated  results for
the Domestic  Borrower and the  Subsidiaries as of the date or for the period in
question.

                                   Article II

                                   The Credits
                                   -----------

         SECTION 2.01      Commitments.
                           ------------

         Subject  to the terms and  conditions  set forth  herein,  each  Lender
agrees to make  Revolving  Loans to the  Borrowers  from time to time during the
Availability  Period in an aggregate  principal  amount that will not result in:
(a) such Lender's  Revolving  Credit  Exposure  exceeding the lesser of (i) such
Lender's  Commitment,  or (ii) an amount  equal to the product of the  Borrowing
Base,  multiplied  by a  fraction,  the  numerator  of  which  is such  Lender's
Commitment and the denominator of which is the total of all of the  Commitments;
(b) the sum of the total Revolving Credit Exposures  exceeding  $30,000,000;  or
(c) the  aggregate  principal  amount  of Loans  outstanding  to the  Subsidiary
Borrowers in the aggregate  exceeding  $25,000,000.  Within the foregoing limits
and subject to the terms and  conditions  set forth  herein,  the  Borrowers may
borrow, prepay and reborrow Revolving Loans.

         SECTION 2.02      Loans and Borrowings.
                           ---------------------

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

         (b)  Subject  to  Section  2.14,  each  Revolving  Borrowing  shall  be
comprised entirely of ABR Loans,  Eurodollar Loans or Eurocurrency Loans, as the
applicable  Borrower  may  request in  accordance  herewith;  provided  that the
Equivalent Dollar Amount of the aggregate principal amount of Eurocurrency Loans
outstanding  at the time of any  Borrowing  shall not exceed  $25,000,000.  Each
Swingline  Loan  shall be an ABR Loan.  Each  Lender at its  option may make any
Eurodollar Loan or  Eurocurrency  Loan by causing any domestic or foreign branch
or  Affiliate  of such Lender to make such Loan;  provided  that any exercise of
such option shall not affect the  obligation of the Borrowers to repay such Loan
in accordance with the terms of this Agreement.

         (c) At the  commencement  of each  Interest  Period for any  Eurodollar
Revolving  Borrowing,  such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $2,000,000.  At the commencement
of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing
shall be in an aggregate amount which is an integral multiple (as applicable) of
(pound)500,000 and not less than  (pound)1,000,000  or 500,000 euro and not less
than 2,000,000 euro. At the time that each ABR Revolving Borrowing is made, such
Borrowing  shall be in an  aggregate  amount  that is an  integral  multiple  of
$500,000 and not less than $1,000,000;  provided that an ABR Revolving Borrowing
may be in an aggregate  amount (i) that is equal to the entire unused balance of
the total Commitments,  or (ii) that is required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.06(e); provided further that, in

                                       26
<PAGE>

the case of either (i) or (ii),  the total  Revolving  Credit  Exposures,  after
giving effect to such Borrowing will not exceed the lesser of the Borrowing Base
or the  total  Commitments.  For  purposes  of this  Section,  any  Eurocurrency
Revolving  Borrowing  shall be deemed to be in an amount equal to the Equivalent
Dollar  Amount of such  Eurocurrency  Revolving  Borrowing  determined as of its
Denomination Date. Each Swingline Loan shall be in an amount that is an integral
multiple of $10,000 and not less than $250,000. Borrowings of more than one Type
and Class may be outstanding at the same time;  provided that there shall not at
any time be more than a total of six (6)  Eurodollar  Revolving  Borrowings  and
Eurocurrency Revolving Borrowings outstanding.

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

         SECTION 2.03      Requests for Revolving Borrowings.
                           ----------------------------------

         To request a Revolving Borrowing,  the applicable Borrower shall notify
the  Administrative  Agent of such  request  by  telephone  (a) in the case of a
Eurodollar  Borrowing,  not later than  11:00  a.m.,  New York City time,  three
Business  Days before the date of the proposed  Borrowing,  (b) in the case of a
Eurocurrency  Borrowing,  not later than 11:00 a.m., London time, three Business
Days  before the date of the  proposed  Borrowing,  or (c) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the Business Day of
the  proposed  Borrowing;  provided  that any such  notice  of an ABR  Revolving
Borrowing to finance the  reimbursement of an LC Disbursement as contemplated by
Section  2.06(e) must be given not later than 10:00 a.m., New York City time, on
the date of the proposed Borrowing. Each such telephonic Borrowing Request shall
be irrevocable  and shall be confirmed  promptly by hand delivery or telecopy to
the  Administrative  Agent of a written  Borrowing Request in a form approved by
the  Administrative  Agent and  signed  by the  applicable  Borrower.  Each such
telephonic and written Borrowing Request shall specify the following information
in compliance with Section 2.02:

                  (i) the amount of the Borrowing  Base as set forth in the most
         recent  Borrowing  Base  Certificate   submitted  pursuant  to  Section
         5.01(e);

                  (ii) the aggregate amount of the requested Borrowing, which in
         the  case  of a  Eurocurrency  Borrowing  shall  be  expressed  in  the
         applicable Alternative Currency;

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

                  (iv)  whether  such  Borrowing  is to be an ABR  Borrowing,  a
         Eurodollar  Borrowing or a Eurocurrency  Borrowing (and, if so, whether
         Sterling or euro);

                  (v) in the case of a Eurodollar  Borrowing  or a  Eurocurrency
         Borrowing,  the initial Interest Period to be applicable thereto, which
         shall be a period  contemplated by the definition of the term "Interest
         Period"; and

                  (vi) the  location  and number of such  Borrower's  account to
         which  funds  are  to  be  disbursed,   which  shall  comply  with  the
         requirements of Section 2.07.

                                       27
<PAGE>

If no election as to the Type of  Revolving  Borrowing  is  specified,  then the
requested Revolving  Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified  with respect to any requested  Eurodollar  Revolving  Borrowing or
Eurocurrency  Revolving Borrowing,  then the applicable Borrower shall be deemed
to have selected an Interest Period of one month's duration.  Promptly following
(i) receipt of a Borrowing  Request in accordance  with this Section or (ii) the
time at which the  Administrative  Agent is deemed to have  received a Borrowing
Request in accordance with Section 2.10(a),  as applicable,  the  Administrative
Agent shall advise each Lender of the details  thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.



         SECTION 2.04      [Intentionally omitted]

         SECTION 2.05      Swingline Loans.
                           ----------------

         (a) Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make Swingline Loans to the Domestic Borrower from time to time
during the  Availability  Period,  in an aggregate  principal amount at any time
outstanding  that  will not  result  in (i) the  aggregate  principal  amount of
outstanding Swingline Loans exceeding  $7,500,000,  or (ii) the sum of the total
Revolving  Credit  Exposures  exceeding the lesser of the Borrowing  Base or the
total  Commitments.  Within the  foregoing  limits and  subject to the terms and
conditions  set forth  herein,  the  Domestic  Borrower  may borrow,  prepay and
reborrow Swingline Loans.

         (b) To request a Swingline Loan, the Domestic Borrower shall notify the
Administrative Agent of such request by telephone  (confirmed by telecopy),  not
later than 2 p.m., New York City time, on the day of a proposed  Swingline Loan.
Each such notice  shall be  irrevocable  and shall  specify the  requested  date
(which shall be a Business Day) and amount of the requested  Swingline Loan, and
the maturity date thereof, which shall be a Business Day occurring subsequent to
the date of such  Swingline  Loan but not later than the earlier of (i) the date
that is  thirty  (30)  days  from  the date of such  Swingline  Loan or (ii) the
Maturity Date (provided that  Swingline  Loans are subject to earlier  mandatory
repayment  as provided in the proviso of Section  2.10(a)).  The  Administrative
Agent will promptly advise the Swingline Lender of any such notice received from
the Domestic  Borrower.  The  Swingline  Lender shall make each  Swingline  Loan
available to the Domestic  Borrower by means of a credit to the general  deposit
account of the Domestic Borrower with the Swingline Lender (or, in the case of a
Swingline  Loan made to  finance  the  reimbursement  of an LC  Disbursement  as
provided in Section  2.06(e),  by  remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

         (c)  The  Swingline   Lender  may  by  written   notice  given  to  the
Administrative  Agent not later than  10:00  a.m.,  New York City  time,  on any
Business Day require the Lenders to acquire  participations on such Business Day
in all or a portion  of the  Swingline  Loans  outstanding.  Such  notice  shall
specify  the  aggregate   amount  of  Swingline  Loans  in  which  Lenders  will
participate. Promptly upon receipt of such notice, the Administrative Agent will
give notice  thereof to each  Lender,  specifying  in such notice such  Lender's
Applicable  Percentage  of such  Swingline  Loan or Loans.  Each  Lender  hereby

                                       28
<PAGE>

absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the  Administrative  Agent,  for the account of the Swingline  Lender,
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender
acknowledges  and  agrees  that its  obligation  to  acquire  participations  in
Swingline  Loans  pursuant to this paragraph is absolute and  unconditional  and
shall not be affected by any circumstance  whatsoever,  including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement,  withholding
or reduction whatsoever. Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section  2.07 with respect to Loans made by such Lender (and Section
2.07 shall apply, mutatis mutandis,  to the payment obligations of the Lenders),
and the  Administrative  Agent shall  promptly pay to the  Swingline  Lender the
amounts so  received  by it from the  Lenders.  The  Administrative  Agent shall
notify  the  Domestic  Borrower  of any  participations  in any  Swingline  Loan
acquired pursuant to this paragraph,  and thereafter payments in respect of such
Swingline  Loan  shall  be  made  to the  Administrative  Agent  and  not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Domestic
Borrower  (or other party on behalf of the  Domestic  Borrower)  in respect of a
Swingline  Loan after receipt by the Swingline  Lender of the proceeds of a sale
of  participations  therein  shall be promptly  remitted  to the  Administrative
Agent; any such amounts received by the  Administrative  Agent shall be promptly
remitted by the  Administrative  Agent to the Lenders that shall have made their
payments  pursuant  to this  paragraph  and to the  Swingline  Lender,  as their
interests may appear; provided that any such payment so remitted shall be repaid
to the Swingline Lender or to the Administrative Agent, as applicable, if and to
the extent such payment is required to be refunded to the Domestic  Borrower for
any reason.  The purchase of participations in a Swingline Loan pursuant to this
paragraph shall not relieve the Domestic  Borrower of any default in the payment
thereof.  Notwithstanding the foregoing,  a Lender shall not have any obligation
to acquire a participation  in a Swingline Loan pursuant to this paragraph if an
Event of  Default  shall  have  occurred  and be  continuing  at the  time  such
Swingline Loan was made and such Lender shall have notified the Swingline Lender
in writing,  at least one Business Day prior to the time such Swingline Loan was
made,  that such Event of Default  has  occurred  and that such  Lender will not
acquire  participations  in Swingline  Loans made while such Event of Default is
continuing.

         SECTION 2.06.     Letters of Credit.
                           -----------------

            (a) General.
                --------

         Subject to the terms and  conditions  set forth  herein,  the  Domestic
Borrower may request the issuance of Letters of Credit for its own account, in a
form reasonably  acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the  Availability  Period  (other than the
last five Business Days thereof).  In the event of any inconsistency between the
terms and  conditions of this Agreement and the terms and conditions of any form
of letter of credit  application  or other  agreement  submitted by the Domestic
Borrower  to, or entered into by the Domestic  Borrower  with,  the Issuing Bank
relating to any Letter of Credit,  the terms and  conditions  of this  Agreement
shall control.

         (b)  Notice  of  Issuance,   Amendment,   Renewal,  Extension;  Certain
              ------------------------------------------------------------------
Conditions.
-----------

                                       29
<PAGE>

         To  request  the  issuance  of a Letter  of Credit  (or the  amendment,
renewal or extension of an outstanding Letter of Credit),  the Domestic Borrower
shall hand  deliver or telecopy  (or transmit by  electronic  communication,  if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the  Administrative  Agent (reasonably in advance of the requested date
of issuance,  amendment,  renewal or extension) a notice requesting the issuance
of a Letter of  Credit,  or  identifying  the  Letter  of Credit to be  amended,
renewed or extended, the date of issuance,  amendment, renewal or extension, the
date on which  such  Letter  of Credit is to expire  (which  shall  comply  with
paragraph (c) of this  Section),  the amount of such Letter of Credit,  the name
and address of the beneficiary thereof,  whether or not such Letter of Credit is
to be a  standby  Letter  of  Credit,  and such  other  information  as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by the Issuing Bank, the Domestic  Borrower also shall submit a letter of credit
application on the Issuing Bank's  standard form in connection  with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended,  renewed or
extended  only if (and upon  issuance,  amendment,  renewal or extension of each
Letter of Credit the Domestic  Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i)
the LC Exposure shall not exceed  $15,000,000  (which may consist of documentary
letters of credit and/or  standby  letters of credit,  except that not more than
$10,000,000  in  standby  Letters  of Credit  may be used to secure  payment  of
worker's  compensation  insurance  premiums),  and  (ii)  the  sum of the  total
Revolving  Credit Exposures shall not exceed the lesser of the Borrowing Base or
the total Commitments. The Issuing Bank shall give the Domestic Borrower and the
Administrative  Agent reasonably prompt notice of the issuance of each Letter of
Credit (or the  amendment,  renewal or  extension  of an  outstanding  Letter of
Credit) and the  Administrative  Agent, in turn,  shall give  reasonably  prompt
notice thereof to the Lenders.

         (c) Expiration Date.
             ----------------

         Subject to the portion of this  paragraph  (c) which  follows the first
sentence hereof,  each Letter of Credit shall expire at or prior to the close of
business  on the date one year after the date of the  issuance of such Letter of
Credit  (or,  in the case of any renewal or  extension  thereof,  up to one year
after such  renewal or  extension).  Any  Letter of Credit may  provide  for the
automatic  renewal  thereof  for  additional  one year  periods  (or for shorter
periods)  unless  prior to the then  currently  stated  expiration  date of such
Letter of Credit the Issuing Bank sends the beneficiary of such Letter of Credit
notice of the Issuing Bank's election not to renew such Letter of Credit for any
additional  period  (which  notice of  nonrenewal  shall not be sent without the
Domestic  Borrower's  consent  unless a Default or Event of  Default  shall have
occurred and be continuing).  However, if the automatic renewal of such a Letter
of Credit would occur  (absent  notice of  nonrenewal)  on the Maturity Date (as
extended,  if extended) or within 60 days prior thereto,  and such renewal would
cause the  expiration  date of such Letter of Credit to fall after the  Maturity
Date (as  extended,  if  extended),  then at least 60 days  prior to the  (then)
Maturity Date, the Domestic Borrower shall provide the Administrative Agent with
cash collateral  acceptable to the Administrative Agent, in its sole discretion,
so as to fully secure the LC Exposure  represented by such Letter of Credit plus
all accrued and unpaid fees thereon.  If such cash  collateral has been provided
as and when  required  above,  the  Issuing  Bank  shall  not  send a notice  of
nonrenewal  with respect to such  expiring  Letter of Credit unless a Default or
Event of  Default  shall  have  occurred  and be  continuing  (in which case the
decision  as to whether or not to send such  notice,  with or without the timely
posting of such cash collateral,  shall,  subject to the penultimate sentence of
this paragraph (c), require the written approval of the Required Lenders and the
Issuing  Bank).  If a Letter of Credit either does not contain such an automatic
renewal provision or the automatic renewal thereof would occur more than 60 days
prior to the  (then)  Maturity  Date,  and the  Letter of Credit  either  has an
expiration  date which falls after the (then)  Maturity  Date (as  extended,  if
extended) or the automatic  renewal thereof would cause it to have an expiration
date after the (then)  Maturity Date,  then at least 60 days prior to the (then)

                                       30
<PAGE>

Maturity Date the Domestic Borrower shall provide the Administrative  Agent with
cash collateral  acceptable to the Administrative Agent, in its sole discretion,
so as to fully secure the LC Exposure  represented by such Letter of Credit plus
all accrued and unpaid fees thereon. If cash collateral has been provided as and
when  required by the  foregoing  sentence,  the  Issuing  Bank shall not send a
notice of nonrenewal  with respect to any such  expiring  Letter of Credit which
contains an automatic  renewal clause unless a Default or Event of Default shall
have occurred and be continuing (in which case the decision as to whether or not
to send such notice, with or without the timely posting of such cash collateral,
shall,  subject to the penultimate  sentence of this paragraph (c),  require the
written  approval of the Required  Lenders and the Issuing Bank). The provisions
of paragraph  (j) of this Section 2.06 shall  apply,  mutatis  mutandis,  to the
deposit and the  maintenance of an account with respect to, and the  application
of, all cash  collateral  contemplated  by this paragraph  (c).  Nothing in this
paragraph  (c) shall be construed to obligate the Issuing Bank or any Lender (i)
to permit any automatic  renewal of a Letter of Credit to occur later than April
11, 2005,  regardless of the existence of cash collateral  therefor or any other
fact or  circumstances,  or (ii) to approve any extension of the current  (April
11, 2005)  Maturity  Date.  Moreover,  notwithstanding  the release of any other
Collateral  pursuant  to the terms of any  Collateral  Document  or by  separate
agreement in accordance with Section 9.02(b), cash collateral posted pursuant to
this paragraph (c) shall not be released, prior to the indefeasible satisfaction
of the obligations of the Domestic  Borrower which are secured  thereby,  except
upon the express written agreement of the Issuing Bank and all of the Lenders.

         (d)      Participations.
                  ---------------

         By the  issuance of a Letter of Credit (or an  amendment to a Letter of
Credit increasing the amount thereof) and without any further action on the part
of the  Issuing  Bank or the  Lenders,  the Issuing  Bank hereby  grants to each
Lender,  and each Lender hereby  acquires from the Issuing Bank, a participation
in such Letter of Credit equal to such  Lender's  Applicable  Percentage  of the
aggregate  amount  available  to be  drawn  under  such  Letter  of  Credit.  In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally  agrees to pay to the Administrative  Agent, for the account
of the  Issuing  Bank,  such  Lender's  Applicable  Percentage  of (A)  each  LC
Disbursement  made by the Issuing  Bank and not  reimbursed  (i) by the Domestic
Borrower on the date due as provided in paragraph (e) of this  Section,  (ii) in
the case of a Letter of Credit drawn upon after the Maturity  Date (as extended,
if extended), as provided under an agreement or application therefor referred to
in paragraph (a) of this Section, or (iii) by the application of cash collateral
provided for under this Section 2.06, and (B) any reimbursement payment required
to be refunded to the Domestic Borrower for any reason. Each Lender acknowledges
and agrees  that its  obligation  to  acquire  participations  pursuant  to this
paragraph  in respect of Letters of Credit is  absolute  and  unconditional  and

                                       31
<PAGE>

shall not be affected by any circumstance  whatsoever,  including any amendment,
renewal or extension of any Letter of Credit or the occurrence  and  continuance
of a Default or reduction or termination of the Commitments,  and that each such
payment shall be made without any offset,  abatement,  withholding  or reduction
whatsoever.

         (e)      Reimbursement.
                  --------------

         If the  Issuing  Bank  shall make any LC  Disbursement  in respect of a
Letter of Credit,  the Domestic Borrower shall reimburse such LC Disbursement by
paying to the  Administrative  Agent an amount equal to such LC Disbursement not
later than 12:00 noon, New York City time, on the date that such LC Disbursement
is  made,  if the  Domestic  Borrower  shall  have  received  notice  of such LC
Disbursement  prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Domestic Borrower prior to such time on such
date,  then not later than 12:00 noon,  New York City time,  on (i) the Business
Day that the Domestic  Borrower receives such notice, if such notice is received
prior to 10:00  a.m.,  New York City time,  on the day of  receipt,  or (ii) the
Business Day immediately  following the day that the Domestic  Borrower receives
such  notice,  if such notice is not  received  prior to such time on the day of
receipt; provided that, if such LC Disbursement is not less than $1,000,000, the
Domestic  Borrower may, subject to the conditions to borrowing set forth herein,
request in  accordance  with  Section 2.03 or 2.05 that such payment be financed
with an ABR Revolving  Borrowing or Swingline Loan in an equivalent  amount and,
to the extent so  financed,  the  Domestic  Borrower's  obligation  to make such
payment shall be discharged and replaced by the resulting ABR Revolving Loans or
Swingline  Loan. If the Domestic  Borrower  fails to make such payment when due,
the  Administrative  Agent  shall  notify  each  Lender  of  the  applicable  LC
Disbursement, the payment then due from the Domestic Borrower in respect thereof
and such Lender's Applicable  Percentage thereof.  Promptly following receipt of
such notice,  each Lender shall pay to the  Administrative  Agent its Applicable
Percentage  of the  payment  then due from the  Domestic  Borrower,  in the same
manner as  provided  in Section  2.07 with  respect to Loans made by such Lender
(and Section 2.07 shall apply,  mutatis mutandis,  to the payment obligations of
the Lenders),  and the  Administrative  Agent shall  promptly pay to the Issuing
Bank the amounts so received by it from the Lenders.  Promptly following receipt
by the  Administrative  Agent of any payment from the Domestic Borrower pursuant
to this paragraph, the Administrative Agent shall distribute such payment to the
Issuing Bank or, to the extent that Lenders have made payments  pursuant to this
paragraph to reimburse  the Issuing  Bank,  then to such Lenders and the Issuing
Bank as their  interests  may appear.  Any payment made by a Lender  pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of ABR Revolving  Loans or a Swingline Loan as  contemplated  above)
shall not  constitute a Loan and shall not relieve the Domestic  Borrower of its
obligation to reimburse such LC Disbursement.

         (f) Obligations Absolute.
             ---------------------

         The Domestic  Borrower's  obligation to reimburse LC  Disbursements  as
provided in paragraph (e) of this Section shall be absolute,  unconditional  and
irrevocable,  and shall be performed  strictly in  accordance  with the terms of
this Agreement under any and all  circumstances  whatsoever and  irrespective of
(i) any lack of  validity  or  enforceability  of any  Letter  of Credit or this
Agreement,  or any term or provision  therein,  (ii) any draft or other document
presented  under a Letter of Credit proving to be forged,  fraudulent or invalid

                                       32
<PAGE>

in any  respect or any  statement  therein  being  untrue or  inaccurate  in any
respect,  (iii)  payment by the  Issuing  Bank under a Letter of Credit  against
presentation of a draft or other document that does not comply with the terms of
such  Letter of  Credit,  or (iv) any other  event or  circumstance  whatsoever,
whether  or not  similar  to any of the  foregoing,  that  might,  but  for  the
provisions  of this  Section,  constitute a legal or equitable  discharge of, or
provide  a  right  of  setoff  against,  the  Domestic  Borrower's   obligations
hereunder.  Neither the Administrative  Agent, the Lenders nor the Issuing Bank,
nor any of their Related Parties,  shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the  circumstances  referred  to in  the  preceding  sentence),  or  any  error,
omission,  interruption, loss or delay in transmission or delivery of any draft,
notice  or other  communication  under  or  relating  to any  Letter  of  Credit
(including  any document  required to make a drawing  thereunder),  any error in
interpretation of technical terms or any consequence  arising from causes beyond
the  control of the  Issuing  Bank;  provided  that the  foregoing  shall not be
construed to excuse the Issuing Bank from liability to the Domestic  Borrower to
the extent of any direct damages (as opposed to consequential damages, claims in
respect  of which are  hereby  waived by the  Domestic  Borrower  to the  extent
permitted by applicable  law) suffered by the Domestic  Borrower that are caused
by the Issuing Bank's failure to exercise care when  determining  whether drafts
and other  documents  presented  under a Letter of Credit  comply with the terms
thereof.  However,  the parties hereto  expressly  agree that, in the absence of
gross  negligence  or willful  misconduct  on the part of the  Issuing  Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such  determination.  In furtherance of
the foregoing and without  limiting the  generality  thereof,  the parties agree
that,  with respect to documents  presented  which appear on their face to be in
substantial  compliance  with the terms of a Letter of Credit,  the Issuing Bank
may, in its sole discretion,  either accept and make payment upon such documents
without  responsibility for further  investigation,  regardless of any notice or
information  to the  contrary,  or refuse to accept and make  payment  upon such
documents if such documents are not in strict  compliance with the terms of such
Letter of Credit.

         (g) Disbursement Procedures.
             ------------------------

         The Issuing Bank shall, promptly following its receipt thereof, examine
all  documents  purporting  to represent a demand for payment  under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative  Agent and the
Domestic  Borrower  by  telephone  (confirmed  by  telecopy)  of such demand for
payment and whether  the Issuing  Bank has made or will make an LC  Disbursement
thereunder;  provided  that any  failure to give or delay in giving  such notice
shall not relieve the  Domestic  Borrower of its  obligation  to  reimburse  the
Issuing Bank and the Lenders with respect to any such LC Disbursement.

         (h) Interim Interest.
             -----------------

         If the Issuing Bank shall make any LC  Disbursement,  then,  unless the
Domestic  Borrower shall reimburse such LC Disbursement in full on the date such
LC Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and  including the date such LC  Disbursement  is made to but excluding
the date that the Domestic Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided that, if the Domestic
Borrower fails to reimburse such LC Disbursement  when due pursuant to paragraph

                                       33
<PAGE>

(e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant
to this  paragraph  shall be for the  account of the Issuing  Bank,  except that
interest  accrued on and after the date of payment  by any  Lender  pursuant  to
paragraph  (e) of this  Section to  reimburse  the Issuing Bank shall be for the
account of such Lender to the extent of such payment.

         (i) Replacement of the Issuing Bank.
             --------------------------------

         The Issuing Bank may be replaced at any time by written agreement among
the Domestic Borrower,  the Administrative  Agent, the replaced Issuing Bank and
the successor Issuing Bank. The Administrative Agent shall notify the Lenders of
any such replacement of the Issuing Bank. At the time any such replacement shall
become  effective,  the Domestic  Borrower shall pay all unpaid fees accrued for
the account of the replaced Issuing Bank pursuant to Section  2.12(b).  From and
after the effective date of any such replacement, (i) the successor Issuing Bank
shall  have all the  rights  and  obligations  of the  Issuing  Bank  under this
Agreement  with  respect to Letters of Credit to be issued  thereafter  and (ii)
references  herein to the term  "Issuing  Bank" shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous
Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder,  the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and  obligations  of an Issuing  Bank under this
Agreement  with  respect  to  Letters  of  Credit  issued  by it  prior  to such
replacement, but shall not be required to issue additional Letters of Credit.

         (j) Cash Collateralization.
             -----------------------

         If any Event of Default shall occur and be continuing,  on the Business
Day that the Domestic Borrower receives notice from the Administrative  Agent or
the Required  Lenders  (or, if the  maturity of the Loans has been  accelerated,
Lenders with LC Exposure representing greater than 50% of the total LC Exposure)
demanding  the  deposit  of cash  collateral  pursuant  to this  paragraph,  the
Domestic Borrower shall deposit in an account with the Administrative  Agent, in
the name of the  Administrative  Agent and for the  benefit of the  Lenders,  an
amount in cash equal to the LC  Exposure  as of such date plus any  accrued  and
unpaid  interest  thereon;  provided  that the  obligation  to deposit such cash
collateral  shall become  effective  immediately,  and such deposit shall become
immediately  due and payable,  without demand or other notice of any kind,  upon
the occurrence of any Event of Default described in clause (h) or (i) of Article
VII. Such deposit shall be held by the  Administrative  Agent as collateral  for
the payment and  performance  of the  obligations  of the  Borrowers  under this
Agreement.  The Administrative  Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal,  over such account.  Other than any
interest earned on the investment of such deposits,  which  investments shall be
made at the option and sole  discretion of the  Administrative  Agent and at the
Borrowers' risk and expense, such deposits shall not bear interest.  Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in
such  account  shall be applied by the  Administrative  Agent to  reimburse  the
Issuing Bank for LC  Disbursements  for which it has not been reimbursed and, to
the  extent  not  so  applied,  shall  be  held  for  the  satisfaction  of  the
reimbursement  obligations of the Domestic  Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been  accelerated  (but subject to the
consent of Lenders with LC Exposure  representing  greater than 50% of the total
LC Exposure),  be applied to satisfy other  obligations  of the Borrowers  under
this  Agreement.  If the  Domestic  Borrower is required to provide an amount of

                                       34
<PAGE>

cash collateral  hereunder as a result of the occurrence of an Event of Default,
such  amount (to the extent not applied as  aforesaid)  shall be returned to the
Domestic  Borrower  within three  Business Days after all Events of Default have
been cured or waived.

         SECTION 2.07      Funding of Borrowings.
                           ----------------------

         (a) Each Lender  shall make each Loan to be made by it hereunder on the
proposed date thereof by wire  transfer of  immediately  available  funds to the
account of the  Administrative  Agent most  recently  designated  by it for such
purpose by notice to the Lenders not later than 12:00 noon,  New York City time,
or, in the case of funds in an Alternative  Currency,  12:00 noon,  London time;
provided that  Swingline  Loans shall be made as provided in Section  2.05.  The
Administrative  Agent will make such Loans available to the applicable  Borrower
by promptly  crediting the amounts so received,  in like funds, to an account of
such  Borrower  maintained  with the  Administrative  Agent in New York  City or
London,  as the case may be, and  designated by such Borrower in the  applicable
Borrowing  Request;  provided  that ABR  Revolving  Loans  made to  finance  the
reimbursement  of an LC  Disbursement  as provided in Section  2.06(e)  shall be
remitted by the Administrative Agent to the Issuing Bank.

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

         SECTION 2.08      Interest Elections.
                           -------------------

                  (a) Each Revolving  Borrowing  initially  shall be of the Type
specified in the applicable  Borrowing  Request and, in the case of a Eurodollar
Revolving Borrowing or a Eurocurrency Revolving Borrowing, shall have an initial
Interest  Period  as  specified  in  such  Borrowing  Request.  Thereafter,  the
applicable  Borrower may elect to convert such  Borrowing to a different Type or
to continue such Borrowing and, in the case of a Eurodollar  Revolving Borrowing
or a Eurocurrency Revolving Borrowing,  may elect Interest Periods therefor, all
as provided in this  Section.  The Borrowers  may elect  different  options with
respect to different portions of the affected Borrowing, in which case each such
portion  shall  be  allocated  ratably  among  the  Lenders  holding  the  Loans
comprising such Borrowing,  and the Loans  comprising each such portion shall be
considered  a separate  Borrowing.  This  Section  shall not apply to  Swingline
Borrowings,  which  may  not be  converted  or  continued,  but  which  may,  in
accordance with the other terms and conditions of this Agreement,  be refinanced
by Revolving Borrowings.

                                       35
<PAGE>

         (b) To make  an  election  pursuant  to this  Section,  the  applicable
Borrower shall notify the Administrative  Agent of such election by telephone by
the time that a Borrowing  Request would be required  under Section 2.03 if such
Borrower were  requesting a Revolving  Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such telephonic
Interest  Election Request shall be irrevocable and shall be confirmed  promptly
by hand delivery or telecopy to the  Administrative  Agent of a written Interest
Election  Request in a form approved by the  Administrative  Agent and signed by
such Borrower.

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

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

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

                           (iii) whether the resulting Borrowing is to be an ABR
                  Borrowing,  a Eurodollar Borrowing or a Eurocurrency Borrowing
                  (and, if so, whether Sterling or euro); and

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

If any such  Interest  Election  Request  requests a  Eurodollar  Borrowing or a
Eurocurrency  Borrowing  but does not  specify an  Interest  Period,  then (if a
Eurocurrency  Borrowing  or a  Eurodollar  Borrowing,  as the  case  may be,  is
available at such time  pursuant to the terms  hereof) the  applicable  Borrower
shall be deemed to have selected an Interest Period of one month's duration.

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

         (e) If a Borrower fails to deliver a timely Interest  Election  Request
with respect to a Eurodollar  Revolving  Borrowing or a  Eurocurrency  Borrowing
prior to the end of the Interest Period  applicable  thereto,  then, unless such
Borrowing is repaid as provided  herein,  at the end of such Interest Period (i)
such a Eurodollar  Borrowing  shall be converted to an ABR  Borrowing,  and (ii)
such a Eurocurrency Borrowing shall be continued for a one month Interest Period
unless such an Interest  Period would extend beyond the Maturity  Date, in which
case such a Eurocurrency  Borrowing shall be continued for an Interest Period of
a duration of shorter  than one month  which is  mutually  agreed upon among the

                                       36
<PAGE>

Lenders,  and if no such agreement can be reached,  such Eurocurrency  Borrowing
shall  be  repaid  upon  the  close  of  the  then  expiring   Interest  Period.
Notwithstanding  any contrary provision hereof, if the Administrative  Agent has
received  notice  from a  Borrower  or any Lender  that an Event of Default  has
occurred and is  continuing,  then, so long as an Event of Default is continuing
(i) no  outstanding  Revolving  Borrowing  may be converted to or continued as a
Eurodollar Borrowing or a Eurocurrency  Borrowing,  and (ii) unless repaid, each
Eurodollar  Revolving Borrowing and each Eurocurrency  Revolving Borrowing shall
be converted to an ABR  Borrowing at the end of the Interest  Period  applicable
thereto.

         SECTION 2.09      Termination and Reduction of Commitments.
                           -----------------------------------------

         (a) Unless  previously  terminated,  the Commitments shall terminate on
the Maturity Date.

         (b) The Borrowers may at any time voluntarily  terminate,  or from time
to time voluntarily  reduce,  the Commitments;  provided that (i) each voluntary
reduction of the Commitments  shall be in an amount that is an integral multiple
of  $500,000  (and not less  than  $500,000)  and (ii) the  Borrowers  shall not
voluntarily  terminate or reduce the  Commitments if, after giving effect to any
concurrent  prepayment of the Loans in accordance  with Section 2.11, the sum of
the Revolving Credit Exposures would exceed the total Commitments.

         (c) The Borrowers shall notify the Administrative Agent of any election
to terminate or reduce the  Commitments  under  paragraph (b) of this Section at
least three  Business Days prior to the effective  date of such  termination  or
reduction,  specifying  such election and the effective  date thereof.  Promptly
following  receipt of any notice,  the  Administrative  Agent  shall  advise the
Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant
to this Section shall be irrevocable.

         (d) Any termination or reduction of the Commitments shall be permanent.
Each  reduction of the  Commitments  shall be made ratably  among the Lenders in
accordance with their respective Commitments.

        SECTION 2.10      Repayment (or Prepayments) of Loans; Evidence of Debt.
                          -----------------------------------------------------

        (a) The  Domestic  Borrower  and  each  respective  Subsidiary  Borrower
(including Gatton) hereby jointly and severally and  unconditionally  promise to
pay to the  Administrative  Agent for the account of each Lender on the Maturity
Date, or sooner to the extent required under paragraph (f) of this Section 2.10,
the then unpaid  principal amount of each Revolving Loan made to such respective
Subsidiary Borrower.  The Domestic Borrower hereby  unconditionally  promises to
pay (i) to the  Administrative  Agent for the  account  of each  Lender,  on the
Maturity  Date,  or sooner to the extent  required  under  paragraph (f) of this
Section 2.10,  the then unpaid  principal  amount of each Revolving Loan made to
the  Domestic  Borrower,  and (ii) to the  Swingline  Lender,  the  then  unpaid
principal  amount of each Swingline Loan on the maturity date thereof  requested
in accordance with Section 2.05, or sooner to the extent required  paragraph (f)
of this Section 2.10;  provided that on each date that a Revolving  Borrowing is
made, the Domestic Borrower shall repay all Swingline Loans then outstanding.

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

                                       37
<PAGE>

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

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

         (e) Any Lender may  request  that  Loans made by it be  evidenced  by a
promissory note. In such event, the Borrowers shall prepare, execute and deliver
to such  Lender a  promissory  note  payable to the order of such Lender (or, if
requested by such Lender,  to such Lender and its  registered  assigns) and in a
form approved by the Administrative  Agent.  Thereafter,  the Loans evidenced by
such promissory note and interest  thereon shall at all times  (including  after
assignment  pursuant to Section 9.04) be represented  by one or more  promissory
notes in such form payable to the order of the payee named  therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

         (f) If, following any reduction in the Commitments or at any other time
when the aggregate  amount of the Revolving  Credit  Exposures  shall exceed the
lesser of (x) the total  Commitments  or (y) the  Borrowing  Base,  the Domestic
Borrower shall be required to immediately  pay to the  Administrative  Agent the
amount of such  excess.  Such  payment  shall be applied as set forth in Section
2.11(c).

         SECTION 2.11      Voluntary and Mandatory Prepayment of Loans.
                           --------------------------------------------

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

         (b) The applicable Borrower shall notify the Administrative Agent (and,
in the  case of  prepayment  of a  Swingline  Loan,  the  Swingline  Lender)  by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving  Borrowing,  not later than 11:00 a.m., New
York City time,  three Business Days before the date of prepayment,  (ii) in the
case of prepayment of a Eurocurrency  Revolving Borrowing,  not later than 11:00
a.m.,  London time, three Business Days before the date of prepayment,  (iii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time,  one Business Day before the date of  prepayment  or (iv) in
the case of prepayment of a Swingline  Loan, not later than 12:00 noon, New York
City time, on the date of prepayment.  Each such notice shall be irrevocable and
shall specify the prepayment date and the principal  amount of each Borrowing or
portion  thereof to be prepaid.  Promptly  following  receipt of any such notice
relating to a Revolving  Borrowing,  the  Administrative  Agent shall advise the

                                       38
<PAGE>

Lenders of the  contents  thereof.  Each  voluntary  partial  prepayment  of any
Revolving Borrowing shall be in an amount that would be permitted in the case of
an advance of a  Revolving  Borrowing  of the same Type as  provided  in Section
2.02. Each  prepayment of a Revolving  Borrowing shall be applied ratably to the
Loans  included in the prepaid  Borrowing.  Prepayments  shall be accompanied by
accrued interest to the extent required by Section 2.13.

         (c) Mandatory  prepayments  made  pursuant to Section  2.10(f) shall be
paid to the  Administrative  Agent  for  the  account  of the  Lenders  and,  if
applicable,  the Issuing Bank as  hereinafter  provided.  The Domestic  Borrower
shall be entitled to designate the order (of  Borrowings) in which any mandatory
prepayment  required  pursuant  to  Section  2.10(f)  shall be  applied.  If the
application of such mandatory  prepayments  results in the  satisfaction  of all
Loans, the Administrative Agent shall pay any remaining mandatory prepayments to
the  Administrative  Agent to hold as cash  collateral  (in an interest  bearing
account) against the Domestic Borrower's reimbursement  obligations with respect
to the Letters of Credit.

         SECTION 2.12      Fees.
                           -----

         (a) The Domestic Borrower agrees to pay to the Administrative Agent for
the account of each Lender a facility fee,  which shall accrue at the Applicable
Rate on the daily  amount of the  Commitment  of such  Lender  (whether  used or
unused) during the period from and including the Effective Date to but excluding
the date on which such  Commitment  terminates;  provided  that,  if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such  facility  fee shall  continue  to accrue on the daily  amount of such
Lender's  Revolving  Credit  Exposure  from and  including the date on which its
Commitment  terminates  to but excluding the date on which such Lender ceases to
have any Revolving  Credit  Exposure.  Accrued facility fees shall be payable in
arrears on the last day of March, June,  September and December of each year and
on the date on which the  Commitments  terminate,  commencing  on the first such
date to occur after the date hereof;  provided  that any facility  fees accruing
after the date on which the  Commitments  terminate  shall be payable on demand.
All facility fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual  number of days elapsed  (including  the first day but
excluding the last day).

         (b) The Domestic Borrower agrees to pay (i) to the Administrative Agent
for the  account  of  each  Lender  a  participation  fee  with  respect  to its
participations  in Letters of Credit,  (A) which  shall  accrue in the case of a
standby  Letter of Credit,  at the same  Applicable  Rate used to determine  the
interest  rate  applicable to  Eurodollar  Revolving  Loans on the average daily
amount of such  Lender's  LC Exposure  with  respect to such  standby  Letter of
Credit   (excluding  any  portion   thereof   attributable  to  unreimbursed  LC
Disbursements)  during the period from and including  the Effective  Date to but
excluding the later of the date on which such Lender's Commitment terminates and
the date on which such  Lender  ceases to have any LC Exposure  with  respect to
such  standby  Letter  of  Credit,  and (B)  which  shall  be,  in the case of a
documentary Letter of Credit,  calculated at the rate of .25% of the face amount
of the Letter of Credit in  question;  and (ii) to the  Issuing  Bank a fronting
fee,  which  shall  accrue at the rate of 0.25% per annum on the  average  daily
amount  of the LC  Exposure  (excluding  any  portion  thereof  attributable  to
unreimbursed  LC  Disbursements)  during  the  period  from  and  including  the
Effective  Date to but  excluding  the later of the date of  termination  of the
Commitments and the date on which there ceases to be any LC Exposure, as well as
the  Issuing  Bank's  standard  fees with  respect to the  issuance,  amendment,
renewal  or  extension  of any  Letter  of  Credit  or  processing  of  drawings
thereunder.  Participation  fees and fronting fees accrued through and including
the last day of March,  June,  September  and  December  of each year,  shall be
payable on each such last day,  commencing on the first such date to occur after

                                       39
<PAGE>

the Effective Date;  provided that all such fees shall be payable on the date on
which the  Commitments  terminate and any such fees  accruing  after the date on
which the  Commitments  terminate  shall be payable  on  demand.  Any other fees
payable to the Issuing Bank pursuant to this  paragraph  shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

         (c) [Intentionally omitted].

         (d) The Borrowers agree to pay to the Administrative Agent, for its own
account,  fees  payable in the amounts and at the times  separately  agreed upon
among the Borrowers and the Administrative Agent.

(e) All fees payable  hereunder  shall be paid on the dates due, in  immediately
available  funds,  to the  Administrative  Agent (or to the Issuing Bank, in the
case of fees payable to it) for  distribution,  in the case of facility fees and
participation fees, to the Lenders.  Fees paid shall not be refundable under any
circumstances.

         SECTION 2.13      Interest.
                           ---------

         (a) The Loans  comprising each ABR Borrowing  (including each Swingline
Loan) shall bear interest at the Alternate Base Rate.

         (b) The Loans  comprising  each Eurodollar  Borrowing and  Eurocurrency
Borrowing  shall bear interest at the Adjusted LIBO Rate for the Interest Period
in effect for such  Borrowing  plus the  Applicable  Rate plus, in the case of a
Eurocurrency Loan funded in the United Kingdom, the Associated Costs Rate.

         (c) [Intentionally omitted]

         (d) Notwithstanding  the foregoing,  upon the occurrence and during the
continuance of an Event of Default, (i) interest on Loans shall accrue at a rate
equal to (after as well as before judgment) 2% per annum plus the rate otherwise
applicable to such Loan as provided in the preceding  paragraphs of this Section
or (ii) in the case of any other  amount not paid when due,  such  amount  shall
bear  interest at a rate equal to 2% per annum plus the rate  applicable  to ABR
Loans as provided in paragraph (a) of this Section.

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

                                       40
<PAGE>

         (f) All interest  hereunder shall be computed on the basis of a year of
360 days  (or 365 days in the case of  either  an ABR  Loan  where  interest  is
calculated  with  reference to the Prime Rate or a  Eurocurrency  Loan funded in
Sterling),  and in each case  shall be  payable  for the  actual  number of days
elapsed  (including  the first day but excluding the last day).  The  applicable
Alternate Base Rate,  Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

         SECTION 2.14      Alternate Rate of Interest
                           --------------------------

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

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

         (b) the  Administrative  Agent is advised by the Required  Lenders that
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period
will not  adequately  and fairly reflect the cost to such Lenders (or Lender) of
making or  maintaining  their Loans (or its Loan) included in such Borrowing for
such Interest Period; or

         (c) the Administrative  Agent determines (which  determination shall be
conclusive  absent  manifest  error)  that it  would be  illegal  to  conduct  a
Eurodollar Borrowing or Eurocurrency Borrowing at the time in question;

then the Administrative Agent shall give notice thereof to the Borrowers and the
Lenders by  telephone  or telecopy as promptly as  practicable  thereafter  and,
until the  Administrative  Agent notifies the Borrowers and the Lenders that the
circumstances  giving  rise to such  notice no longer  exist,  (i) any  Interest
Election Request that requests the conversion of any Revolving  Borrowing to, or
continuation  of  any  Revolving  Borrowing  as,  a  Eurodollar  Borrowing  or a
Eurocurrency  Borrowing shall be ineffective,  and (ii) if any Borrowing Request
requests a Eurodollar Revolving Borrowing or a Eurocurrency Revolving Borrowing,
such  Borrowing  shall  be  made  as an  ABR  Borrowing;  provided  that  if the
circumstances  giving  rise to such notice  affect only one Type of  Borrowings,
then the other Type of Borrowings shall be permitted.


         SECTION 2.15      Increased Costs.
                           ----------------

         (a) If any Change in Law shall:

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

                  (ii)  impose on any Lender or the  Issuing  Bank or the London
interbank  market any other  condition  affecting this Agreement or Eurocurrency
Loans or  Eurodollar  Loans  made by such  Lender  or any  Letter  of  Credit or
participation therein;

                                       41
<PAGE>

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or maintaining any Eurodollar Loan or Eurocurrency  Loan (or of
maintaining  its  obligation  to make any such Loan) or to increase  the cost to
such Lender or the Issuing Bank of participating  in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum  received or  receivable  by
such Lender or the Issuing Bank  hereunder  (whether of  principal,  interest or
otherwise),  then the Borrowers  will pay to such Lender or the Issuing Bank, as
the case may be,  such  additional  amount or  amounts as will  compensate  such
Lender  or the  Issuing  Bank,  as the case may be,  for such  additional  costs
incurred or reduction suffered.

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

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

         (d) Failure or delay on the part of any Lender or the  Issuing  Bank to
demand  compensation  pursuant to this Section shall not  constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation;  provided
that the Borrowers shall not be required to compensate a Lender pursuant to this
Section for any increased  costs or reductions  incurred more than 90 days prior
to the date that such Lender  notifies the Borrowers of the Change in Law giving
rise to such  increased  costs or reductions  and of such Lender's  intention to
claim compensation therefor;  provided further that, if the Change in Law giving
rise to such  increased  costs or  reductions  is  retroactive,  then the 90-day
period  referred to above shall be extended to include the period of retroactive
effect thereof.

         SECTION 2.16      Break Funding Payments.
                           -----------------------

         In the event of (a) the payment of any principal of any Eurodollar Loan
or Eurocurrency Loan other than on the last day of an Interest Period applicable
thereto  (including as a result of an Event of Default),  (b) the  conversion of
any  Eurodollar  Loan or  Eurocurrency  Loan  other  than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue
or prepay any Eurodollar Loan or Eurocurrency  Loan on the date specified in any
notice delivered  pursuant hereto,  or (d) the assignment of any Eurodollar Loan
or  Eurocurrency  Loan  other  than  on the  last  day of  the  Interest  Period

                                       42
<PAGE>

applicable thereto as a result of a request by the Borrowers pursuant to Section
2.19,  then, in any such event,  the Borrowers shall  compensate each Lender for
the  loss,  cost  and  expense  attributable  to such  event.  In the  case of a
Eurodollar Loan or a Eurocurrency Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (i) the amount of interest  which would have accrued on the principal
amount of such Loan had such  event not  occurred,  at the rate that  would have
been  applicable to such Loan, for the period from the date of such event to the
last day of the then  current  Interest  Period  therefor  (or, in the case of a
failure to borrow,  convert or continue, for the period that would have been the
Interest  Period for such Loan),  over (ii) the amount of  interest  which would
accrue on such principal  amount for such period at the interest rate which such
Lender  would  bid  were it to bid,  at the  commencement  of such  period,  for
deposits in the applicable currency of a comparable amount and period from other
banks in the eurodollar or eurocurrency market, as applicable.  A certificate of
any Lender  setting  forth any amount or amounts that such Lender is entitled to
receive  pursuant to this Section  shall be delivered to the Borrowers and shall
be conclusive  absent  manifest  error.  The Borrowers shall pay such Lender the
amount  shown  as due on any  such  certificate  within  10 days  after  receipt
thereof.

         SECTION 2.17      Taxes.
                           ------

         (a) Any and all  payments  by or on  account of any  obligation  of any
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes;  provided that if a Borrower shall be required
to deduct any Indemnified Taxes or Other Taxes from such payments,  then (i) the
sum payable  shall be  increased  as necessary so that after making all required
deductions  (including  deductions  applicable to additional  sums payable under
this Section) the Administrative  Agent, Lender or Issuing Bank (as the case may
be)  receives  an amount  equal to the sum it would  have  received  had no such
deductions  been made,  (ii) such Borrower shall make such  deductions and (iii)
such Borrower  shall pay the full amount  deducted to the relevant  Governmental
Authority in accordance with applicable law.

         (b) In  addition,  the  Borrowers  shall  pay any  Other  Taxes  to the
relevant Governmental Authority in accordance with applicable law.

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

         (d) As soon as practicable  after any payment of  Indemnified  Taxes or
Other Taxes by the Borrowers to a Governmental  Authority,  the Borrowers  shall
deliver  to the  Administrative  Agent the  original  or a  certified  copy of a

                                       43
<PAGE>

receipt issued by such Governmental Authority evidencing such payment, a copy of
the return  reporting such payment or other evidence of such payment  reasonably
satisfactory to the Administrative Agent.

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

         (f) If the  Administrative  Agent or a Lender  determines,  in its sole
discretion,  that it has  received  a refund of any  Taxes or Other  Taxes as to
which it has been indemnified by a Borrower, or with respect to which a Borrower
has paid  additional  amounts  pursuant to this Section  2.17, it shall pay over
such refund to such Borrower (but only to the extent of indemnity payments made,
or  additional  amounts  paid,  by such  Borrower  under this  Section 2.17 with
respect to the Taxes or Other  Taxes  giving  rise to such  refund),  net of all
out-of-pocket  expenses of the  Administrative  Agent or such Lender and without
interest  (other than any interest paid by the relevant  governmental  Authority
with respect to such refund);  provided, that such Borrower, upon the request of
the Administrative Agent or such Lender, agrees to repay the amount paid over to
such Borrower  (plus any  penalties,  interest or other  charges  imposed by the
relevant  Governmental  Authority) to the Administrative Agent or such Lender in
the event the  Administrative  Agent or such  Lender is  required  to repay such
refund to such  Governmental  Authority.  This Section shall not be construed to
require the Administrative Agent or any Lender to make available its tax returns
(or any other information  relating to its taxes which it deems confidential) to
any Borrower or any other Person.

         SECTION  2.18     Payments Generally;  Pro Rata Treatment;  Sharing  of
                           -----------------------------------------------------
Set-offs.
---------

         (a) Each  Borrower  shall make each  payment  required to be made by it
hereunder  (whether  of  principal,   interest,  fees  or  reimbursement  of  LC
Disbursements,  or of amounts  payable  under  Section  2.15,  2.16 or 2.17,  or
otherwise) prior to 12:00 noon, local time, at the place of payment, on the date
when due, in the  currency  in which such Loan was made and in federal  funds or
such other immediately available funds as may be customary for the settlement of
international  transactions  in the  relevant  currency at such  place,  without
set-off or  counterclaim.  Any amounts received after such time on any date may,
in the discretion of the  Administrative  Agent, be deemed to have been received
on the  next  succeeding  Business  Day for  purposes  of  calculating  interest
thereon.  All such payments  shall be made to the  Administrative  Agent to such
account as the  Administrative  Agent shall have specified and, unless and until
otherwise  specified,  all such payments payable in dollars shall be made to the
Administrative  Agent at its  offices at 270 Park  Avenue,  New York,  New York,
except  payments to be made directly to the Issuing Bank or Swingline  Lender as
expressly  provided  herein and except that payments  pursuant to Sections 2.15,
2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto.  The
Administrative  Agent shall distribute any such payments  received by it for the
account of any other  Person to the  appropriate  recipient  promptly  following
receipt  thereof.  If any payment  hereunder shall be due on a day that is not a

                                       44
<PAGE>

Business  Day,  the date for payment  shall be  extended to the next  succeeding
Business  Day,  and,  in the case of any  payment  accruing  interest,  interest
thereon shall be payable for the period of such extension.

         (b) If at any time insufficient  funds are received by and available to
the Administrative Agent to pay fully all amounts of principal,  unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first,  towards  payment of interest  and fees then due  hereunder,  ratably
among the parties  entitled  thereto in accordance  with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder,  ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

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

         (d) Unless the Administrative Agent shall have received notice from the
Borrowers  prior to the date on which any  payment is due to the  Administrative
Agent for the  account of the  Lenders or the Issuing  Bank  hereunder  that the
applicable  Borrower will not make such payment,  the  Administrative  Agent may
assume  that the  applicable  Borrower  has made  such  payment  on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or the Issuing  Bank, as the case may be, the amount due. In such event,
if in fact such  payment  has not been  made,  then each of the  Lenders  or the
Issuing  Bank,  as  the  case  may  be,   severally   agrees  to  repay  to  the
Administrative  Agent  forthwith  on demand  the amount so  distributed  to such
Lender or Issuing Bank with  interest  thereon,  for each day from and including
the date such amount is  distributed  to it to but excluding the date of payment

                                       45
<PAGE>

to the Administrative  Agent, at the greater of the Federal Funds Effective Rate
and a rate  determined by the  Administrative  Agent in accordance  with banking
industry rules on interbank compensation.

         (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section  2.05(c),  2.06(d) or (e),  2.07(b) or 2.18(d),  then the
Administrative  Agent  may,  in its  discretion  (notwithstanding  any  contrary
provision hereof),  apply any amounts thereafter  received by the Administrative
Agent for the account of such Lender to satisfy such Lender's  obligations under
such Sections until all such unsatisfied obligations are fully paid.

         SECTION 2.19      Mitigation Obligations; Replacement of Lenders.
                           -----------------------------------------------

         (a) If any Lender requests  compensation  under Section 2.15, or if the
Borrowers  are  required  to pay any  additional  amount  to any  Lender  or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.17,
then such Lender shall use reasonable  efforts to designate a different  lending
office for  funding or booking its Loans  hereunder  or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates,  if, in
the judgment of such Lender,  such designation or assignment (i) would eliminate
or reduce amounts payable  pursuant to Section 2.15 or 2.17, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrowers
hereby agree to pay all reasonable costs and expenses  incurred by any Lender in
connection with any such designation or assignment.

         (b) If any Lender requests  compensation  under Section 2.15, or if one
or more Borrowers are required to pay any additional amount to any Lender or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.17,
or if any Lender  defaults in its obligation to fund Loans  hereunder,  then the
Borrowers may, at their sole expense and effort,  upon notice to such Lender and
the Administrative  Agent,  require such Lender to assign and delegate,  without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such  obligations  (which  assignee may be another
Lender,  if a Lender accepts such  assignment);  provided that (i) the Borrowers
shall have received the prior written consent of the Administrative Agent, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment  of an  amount  equal to the  outstanding  principal  of its  Loans  and
participations  in  LC  Disbursements  and  Swingline  Loans,  accrued  interest
thereon,  accrued fees and all other amounts  payable to it hereunder,  from the
assignee (to the extent of such  outstanding  principal and accrued interest and
fees) or the Borrowers (in the case of all other  amounts) and (iii) in the case
of any such  assignment  resulting from a claim for  compensation  under Section
2.15 or payments  required to be made pursuant to Section 2.17,  such assignment
will result in a reduction in such compensation or payments.  A Lender shall not
be required to make any such  assignment and delegation if, prior thereto,  as a
result of a waiver by such Lender or otherwise,  the circumstances entitling the
Borrowers to require such assignment and delegation cease to apply.

         SECTION 2.20      Subsidiary Borrowers.
                           ---------------------

         With the  written  consent of the  Administrative  Agent,  which may be
granted or withheld in its sole discretion,  in addition to Gatton,  one or more
Subsidiaries in which the Domestic  Borrower  directly or indirectly owns Equity

                                       46
<PAGE>

Interests  representing  more than 75% of all Equity Interests and more than 75%
of the  ordinary  voting  power  may  become a  borrower  (each,  a  "Subsidiary
Borrower")  under this Agreement,  and shall thereafter be, subject to the terms
and  conditions  set forth  herein,  entitled to borrow  Revolving  Loans.  As a
condition to becoming a Subsidiary  Borrower,  such Subsidiary (i) shall execute
and deliver to the Administrative Agent an instrument  substantially in the form
of  Exhibit  2.20  hereto,  and (ii) shall  execute  and/or  deliver  such other
certificates,  instruments,  resolutions,  documents  and opinions in respect of
such  Subsidiary as were required to be delivered  pursuant to Article IV hereof
by the Domestic  Borrower as a condition to effectiveness of this Agreement,  or
as the  Administrative  Agent may otherwise  require in its sole discretion.  In
addition, it shall be a further condition to becoming a Subsidiary Borrower that
each such  Subsidiary  which is organized under the laws of the United States or
any State or other political  subdivision  thereof,  shall  simultaneously  with
becoming a  Subsidiary  Borrower  also  become a Guarantor  with  respect to the
Indebtedness of all other  Borrowers by joining in the Guaranty of Payment,  and
providing  all other  documents in  connection  with such  joinder,  as would be
required of a new Guarantor pursuant to Section 5.10, including a joinder in the
Subsidiary  Security  Agreement where such Subsidiary would be required to do so
under the last  sentence of Section  5.10.  In the event of such  joinder in the
Subsidiary  Security  Agreement,  the  Subsidiary  Borrower's  obligations  as a
co-borrower   hereunder  shall  also  be  secured  by  the  Subsidiary  Security
Agreement.


                                   ARTICLE III

                         Representations and Warranties
                         ------------------------------

         Subject to Section 9.17, each of the Domestic Borrower, Gatton and each
Guarantor  (and, from and after such time as (i) any other  Subsidiary  Borrower
becomes a party hereto pursuant to Section 2.20, such other Subsidiary Borrower,
and (ii) any other Subsidiary becomes a Guarantor pursuant to Section 5.10, such
other  Subsidiary)  represents and warrants to (and where  applicable  covenants
with) the Lenders, the Issuing Bank, and the Administrative Agent that:

         SECTION 3.01      Organization; Powers.
                           ---------------------

         Each of the Domestic  Borrower and its  Subsidiaries is duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization,  has all requisite power and authority to carry on its business as
now conducted  and,  except where the failure to do so,  individually  or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect,  is  qualified  to do business  in, and is in good  standing  in,  every
jurisdiction  where such  qualification  is required.  The Delaware  corporation
known as Volt Delta  Resources,  Inc.,  as in existence  prior to the  Effective
Date, has been merged into the Nevada corporation of the same name, which Nevada
corporation is a Guarantor.

         SECTION 3.02      Authorization; Enforceability.
                           ------------------------------

         The   Transactions  are  within  the  Borrowers'  and  the  Guarantors'
corporate and limited  liability  company (as  applicable)  powers and have been
duly  authorized by all necessary  corporate  and, if required,  stockholder  or
member  action.  This  Agreement  has been duly  executed  and  delivered by the
Borrowers  and the  Guarantors,  and  constitutes  a legal,  valid  and  binding

                                       47
<PAGE>

obligation of the Borrowers and the  Guarantors,  enforceable in accordance with
its  terms,  subject  to  applicable  bankruptcy,  insolvency,   reorganization,
moratorium or other laws affecting  creditors'  rights  generally and subject to
general  principles of equity,  regardless of whether considered in a proceeding
in equity or at law.

         SECTION 3.03      Governmental Approvals; No Conflicts.
                           -------------------------------------

         The  Transactions:  (a) do not  require  any  consent or  approval  of,
registration or filing with, or any other action by, any Governmental Authority,
except (i) such as have been  obtained or made and are in full force and effect,
and (ii)  such as may be  necessary  to  perfect  any  Lien  granted  under  the
Subsidiary  Security  Agreement;  (b) will not  violate  any  applicable  law or
regulation  or the  charter,  by-laws or other  organizational  documents of the
Domestic  Borrower  or  any  of  its  Subsidiaries  (including  Gatton  and  the
Guarantors) or any order of any Governmental Authority;  (c) will not violate or
result in a default under any indenture,  agreement or other instrument  binding
upon the Domestic Borrower or any of its Subsidiaries (including the SPV, Gatton
and the Guarantors) or its assets, or give rise to a right thereunder to require
any  payment  to be made by the  Domestic  Borrower  or any of its  Subsidiaries
(including the SPV, Gatton and the  Guarantors);  and (d) will not result in the
creation or imposition of any Lien on any asset of the Domestic  Borrower or any
of its  Subsidiaries  (including the SPV, Gatton and the  Guarantors)  except as
permitted under Section 6.02.

         SECTION 3.04      Financial Condition.
                           --------------------

         (a) The Domestic  Borrower has heretofore  furnished to the Lenders its
consolidated  balance sheet and  statements of income,  stockholders  equity and
cash flows (i) as of and for the fiscal year ended November 2, 2003, reported on
by Ernst & Young LLP, independent public accountants, and (ii) as of and for the
fiscal  quarter  and the  portion of the fiscal  year  ended  February  2, 2004,
certified by a Financial Officer.  Such financial  statements present fairly, in
all material respects, the financial position and results of operations and cash
flows of the Domestic  Borrower  and its  consolidated  Subsidiaries  as of such
dates and for such periods in accordance  with GAAP,  subject to year-end  audit
adjustments and the absence of footnotes in the case of the statements  referred
to in clause (ii) above.

         (b) The Domestic  Borrower and its  Subsidiaries  have no  liabilities,
contingent or otherwise, that were required under GAAP to be, but have not been,
disclosed  in the  financial  statements  referred to in  paragraph  (a) of this
Section.

         (c) Schedule  3.04 sets forth a list of all  Indebtedness  described in
Section 6.01(a), (b), (e), (f) and (h) as of the Effective Date.

         SECTION 3.05      Properties.
                           -----------

         (a) Each of the Domestic  Borrower and its  Subsidiaries has good title
to, or valid leasehold interests in, all its real and personal property material
to its business,  except for minor  defects in title that do not interfere  with
its ability to conduct its  business as  currently  conducted or to utilize such
properties  for their  intended  purposes.  All material  assets of the Domestic
Borrower and of its Subsidiaries are free and clear of any Liens, except such as
are permitted by Section 6.02.  Neither the Domestic Borrower nor any Subsidiary

                                       48
<PAGE>

is a party to any contract,  agreement, lease or instrument (other than a Credit
Document) the performance of which, either unconditionally or upon the happening
of an event,  will  result in or require the  creation of a Lien,  on any of its
property or assets, except as permitted by Section 6.02.

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

         SECTION 3.06      Litigation and Environmental Matters.
                           -------------------------------------

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

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

         SECTION 3.07      Compliance with Laws and Agreements; No Default.
                           ------------------------------------------------

         Each of the Domestic  Borrower and its Subsidiaries  (including  Gatton
and the  Guarantors) is in compliance  with all laws,  regulations and orders of
any Governmental  Authority applicable to it or its property and all indentures,
agreements and other instruments  binding upon it or its property,  except where
the failure to do so, individually or in the aggregate,  could not reasonably be
expected  to result in a Material  Adverse  Effect.  The  Domestic  Borrower  is
current in all required  disclosure  and otherwise in compliance in all material
respects  with  applicable  federal and state  securities  laws and/or rules and
regulations of the Securities and Exchange Commission, and with applicable state
securities laws and/or rules and regulations of state securities authorities and
of  any  stock   exchanges  or  other  self  regulatory   organizations   having
jurisdiction of the Domestic Borrower and/or its securities. No Default exists.

         SECTION 3.08      Investment and Holding Company Status; Federal
                           ----------------------------------------------
Reserve Regulations.
--------------------

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

                                       49
<PAGE>

         (b) Neither the Domestic Borrower nor any Subsidiary  (including Gatton
and  the  Guarantors)  is  engaged  principally,  or as  one  of  its  important
activities, in the business of extending credit for the purpose of purchasing or
carrying any margin stock (within the meaning of Regulation U of the Board).  No
part of the  proceeds of any Loan or of any  drawing  under any Letter of Credit
will be used,  directly or indirectly and whether  immediately,  incidentally or
ultimately,   for  any  purpose  which  entails  a  violation  of  or  which  is
inconsistent  with,  the provisions of the  regulations of the Board,  including
Regulation T, U or X thereof.

         SECTION 3.09      Taxes.
                           ------

         Each of the Domestic  Borrower and its Subsidiaries  (including  Gatton
and the  Guarantors)  has timely filed or caused to be filed all Tax returns and
reports  required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except Taxes that are being  contested in good
faith by  appropriate  proceedings  and for which the Domestic  Borrower or such
Subsidiary,  as  applicable,  has set aside on its books  adequate  reserves  in
accordance with GAAP.

         SECTION 3.10      ERISA.
                           ------

         No ERISA Event has  occurred or is  reasonably  expected to occur that,
when taken  together  with all other such ERISA  Events for which  liability  is
reasonably  expected  to occur,  could  reasonably  be  expected  to result in a
Material  Adverse  Effect.   The  present  value  of  all  accumulated   benefit
obligations  under each Plan  (based on the  assumptions  used for  purposes  of
Statement of Financial  Accounting  Standards No. 87) did not, as of the date of
the most recent  financial  statements  reflecting such amounts,  exceed by more
than $500,000 the fair market value of the assets of such Plan,  and the present
value of all accumulated  benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No.  87)  did  not,  as of the  date of the  most  recent  financial  statements
reflecting  such amounts,  exceed by more than $500,000 the fair market value of
the assets of all such  underfunded  Plans.  Neither any  Borrower nor any ERISA
Affiliate  sponsors  any  employee  welfare  benefit  plan (as  defined in ERISA
Section 3(1) ("Employee  Welfare Benefit Plan")) which provides any post-retiree
welfare benefits directly or through the purchase of insurance.

         SECTION 3.11      Subsidiaries; Joint Ventures.
                           -----------------------------

         Schedule  3.11  sets  forth  as of the  Effective  Date  a list  of all
Subsidiaries,  all investments (including Intercompany Debt) in Persons in which
the Domestic  Borrower or one or more of its Subsidiaries  (including Gatton and
the Guarantors) own twenty percent (20%) or more of the Equity Interests in such
Persons,  and all joint ventures and partnerships to which the Domestic Borrower
or any  Subsidiary is a party,  the  respective  jurisdictions  of  organization
thereof,  and the percentages of Equity  Interests of the Domestic  Borrower and
any  Subsidiary  therein.  Except as  disclosed on Schedule  3.11,  the Domestic
Borrower has no  Subsidiaries  or  investments  as described  above in, or joint
ventures or partnerships with, any Person as of the Effective Date.

         SECTION 3.12      Use of Proceeds.
                           ----------------

         The  proceeds  of the Loans and the  Letters of Credit  will be used to
refinance  existing  Indebtedness and for general  corporate  purposes of one or
more of the Borrowers and their respective subsidiaries,  all in accordance with

                                       50
<PAGE>

the  terms  and  provisions  hereof.  No  Letter  of  Credit  shall  have as its
beneficiary  any  employee  or  be  used  directly  to  pay  any   compensation,
indemnification,  workers'  compensation  claim  or  other  direct  or  indirect
remuneration,  or any loan or advance to, any employee,  officer, or director of
the Domestic Borrower or any Subsidiary (including Gatton and the Guarantors).

         SECTION 3.13      Labor Matters.
                           --------------

         There are no  material  strikes or other  material  labor  disputes  or
grievances  pending or, to the knowledge of the Borrowers,  threatened,  against
the Domestic Borrower or any Subsidiary (including Gatton and the Guarantors).

         SECTION 3.14      Solvency.
                           ---------

         After giving effect to the Loans and the Letters of Credit (a) the fair
salable value of the assets of the Domestic Borrower and its Subsidiaries,  on a
consolidated  basis,  will exceed the amount that will be required to be paid on
or in respect of the existing debts and other liabilities  (including contingent
liabilities and, to the extent not otherwise included,  Securitization  Debt) of
the Domestic  Borrower and its  Subsidiaries,  on a consolidated  basis, as they
mature,  (b) the assets of the  Domestic  Borrower  and its  Subsidiaries,  on a
consolidated basis, will not constitute  unreasonably small capital to carry out
their  businesses  as conducted or as proposed to be  conducted,  including  the
capital needs of the Domestic Borrower and its  Subsidiaries,  on a consolidated
basis (taking into account the particular capital requirements of the businesses
conducted by such entities and the projected  capital  requirements  and capital
availability of such businesses) and (c) the Borrowers and the Guarantors do not
intend to, and do not believe that they will,  incur debts beyond their  ability
to pay such debts as they mature  (taking into account the timing and amounts of
cash to be  received by it and the amounts to be payable on or in respect of its
obligations).

         SECTION 3.15      Disclosure.
                           -----------

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

         SECTION 3.16      Offices.
                           --------

         The principal  offices  maintained by the Domestic Borrower and each of
the Guarantors in the United States are located as set forth on Schedule 3.16.

                                       51
<PAGE>

         SECTION 3.17      Paying Agency Company.
                           ----------------------

         As of the Effective  Date,  there exists no Paying Agency Company other
than ProcureStaff and Information Management Associates, Inc.

                                   ARTICLE IV

                                   Conditions
                                   ----------

         SECTION 4.01      Effective Date.
                           ---------------

         This Agreement shall become  effective on the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

         (a) The Administrative Agent (or its counsel) shall have received:  (i)
from each party hereto  either (A) a  counterpart  of this  Agreement  signed on
behalf of such party, or (B) written evidence satisfactory to the Administrative
Agent (which may include  telecopy  transmission  of a signed  signature page of
this Agreement) that such party has signed a counterpart of this Agreement;  and
(ii) from each party thereto either (A) a counterpart of the Guaranty of Payment
and the Subsidiary  Security  Agreement  signed on behalf of each such party, or
(B) written evidence satisfactory to the Administrative Agent (which may include
telecopy  transmission  of one or more  signed  signature  pages) that each such
party has signed a counterpart of each such document.

         (b) The  Administrative  Agent shall have received a favorable  written
opinion (addressed to, and reasonably  acceptable to, the Administrative  Agent,
the Issuing Bank and the Lenders and dated the  Effective  Date) of (i) in-house
counsel to the Domestic  Borrower and the Guarantors  covering certain corporate
matters,  (ii) Jenkens & Gilchrist  Parker  Chapin LLP,  outside  counsel to the
Domestic  Borrower and the  Guarantors,  covering  such matters  relating to the
Domestic Borrower and the Guarantors,  this Agreement,  the Guaranty of Payment,
the  Collateral  Documents and the  Transactions  as the Lenders and the Issuing
Bank shall reasonably request, and (iii) in-house counsel to Gatton covering due
authorization,  valid execution,  enforceability and such other matters relating
to Gatton,  this  Agreement or the  Transactions  as the Lenders and the Issuing
Bank shall reasonably request. The Domestic Borrower,  the Guarantors and Gatton
(as applicable) hereby request such counsel to deliver such opinions.

         (c) The  Administrative  Agent shall have received (i) a certificate of
the Secretary or an Assistant  Secretary of each of the Domestic Borrower,  each
of the Guarantors and Gatton (as indicated below) certifying (A) that there have
been no amendments or other changes to the Domestic  Borrower's  Certificate  of
Incorporation or by-laws since August 17, 2000, and (B) that the copies Gatton's
and each  Guarantor's  organizational  documents  attached  to their  respective
certificates (of the Secretary or Assistant Secretary of each of them) are true,
complete and unamended;  (ii) (A) a good standing  certificate in respect of the
Domestic  Borrower  and  each  Guarantor  from the  Secretary  of State of their
respective jurisdictions of organization (long-form,  listing all charter papers
on file in his or her office),  dated as of a recent date prior to the Effective
Date and (B) an equivalent  "good  standing"  confirmation  for Gatton;  (iii) a
certificate as to tax status of the Domestic  Borrower from  appropriate  taxing
authorities in its  jurisdiction of  organization,  as of a recent date prior to
the Effective Date; (iv) a true copy,  certified as of the Effective Date by the
Secretary or an  Assistant  Secretary  of each of the  Domestic  Borrower,  each
Guarantor and Gatton, of the resolutions of their respective Boards of Directors

                                       52
<PAGE>

authorizing  the execution,  delivery and  performance of this Agreement and the
other Credit  Documents to which it is a party,  which shall be  satisfactory to
the  Administrative  Agent in form,  scope and substance;  and (v)  certificates
signed  by the  Secretary  or an  Assistant  Secretary  of each of the  Domestic
Borrower,  each Guarantor and Gatton,  dated as of the Effective Date, as to the
incumbency  and specimen  signatures  of the officers of the Domestic  Borrower,
each Guarantor and Gatton (as applicable)  authorized to sign this Agreement and
the other Credit  Documents and each certificate or other document or instrument
to be delivered by the Domestic  Borrower,  each  Guarantor and Gatton  pursuant
hereto or thereto,  and  certification  by one of such  officers of the Domestic
Borrower,  each Guarantor and Gatton as to the incumbency and specimen signature
of such respective  Secretary or Assistant  Secretary.  The Administrative Agent
shall also have received (i) certified copies of documents confirming the merger
referred to in Section 3.01, (ii) lien searches satisfactory to the Lenders, run
against the  Domestic  Borrower in New York  County,  New York,  Orange  County,
California,  the  Secretary of State's  Office in New York and the  Secretary of
State's   Office  in  California,   and  run  against  the  Collateral   Grantor
Subsidiaries in the  jurisdictions  specified by the  Administrative  Agent, and
(iii) such other good standing  certificates,  tax status  certificates,  search
reports,  shareholders' consents,  other documents and other certificates as the
Administrative  Agent or its  counsel  may  reasonably  request  relating to the
organization,  existence  and  good  standing  of  the  Domestic  Borrower,  the
Guarantors  and/or Gatton,  the  authorization of the Transactions and any other
legal matters relating to the Domestic Borrower and/or Gatton, this Agreement or
the Transactions,  all in form and substance  satisfactory to the Administrative
Agent and its counsel.

         (d) The  Administrative  Agent shall have received and approved (i) the
financial   statements   described  in  Section  3.04,  (ii)  a  Borrowing  Base
Certificate  covering  all  Collateral  Grantor   Subsidiaries   (including  VMC
Consulting Corp.) dated as of February 29, 2004 (which  Certificate shall show a
Borrowing  Base of not less than the aggregate  amount of the  Revolving  Credit
Exposure  immediately  following the Borrowings made on the Effective Date), and
(iii) a certificate dated February 29, 2004 showing the ProcureStaff Quick Ratio
as of such date.

         (e) The  Administrative  Agent (and each  Lender  requesting  the same)
shall have received and approved copies (which may be a conformed copies) of all
organizational  documents  pertaining  to the  SPV and  all  material  documents
concerning the Approved  Securitization  (including any amendment to any of them
and any rating letter from Fitch, Moody's or S&P).

         (f) The Administrative  Agent shall have received a certificate,  dated
the Effective Date and signed by the President,  a Vice President or a Financial
Officer of the Domestic Borrower,  confirming compliance with the conditions set
forth in paragraphs (a) and (b) of Section 4.02.

         (g) The  Administrative  Agent and each Lender shall have  received all
fees and other  amounts  due and  payable  to them on or prior to the  Effective
Date,  including,  to the  extent  invoiced,  reimbursement  or  payment  of all
out-of-pocket  expenses of the Administrative Agent required to be reimbursed or
paid by the Borrowers hereunder.

                                       53
<PAGE>

         (h) The  Administrative  Agent and the  Lenders  shall have  received a
letter  satisfactory  to them,  confirming  the  Borrower's  obligations  to pay
certain fees to the Administrative Agent and the Lenders.

         (i) The  Administrative  Agent shall have  received  for the account of
each Lender,  an "up front" fee equal to the amount of such Lender's  Commitment
multiplied by 12.50 basis points.


The Administrative  Agent shall notify the Domestic Borrower,  the Issuing Bank,
and the Lenders of the Effective  Date,  and such notice shall be conclusive and
binding.  However,  if this  Agreement has not become  effective by 5pm (EDT) on
April 19, 2004, it shall be null and void, unless such deadline is extended in a
writing signed by all parties hereto.



         SECTION 4.02      Each Credit Event.
                           ------------------
         In addition to the other  conditions set forth in Article II (including
compliance with Borrowing Base limitations, and Section 2.06 (c) as to Letter of
Credit renewals and extensions), the obligation of each Lender to make a Loan on
the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit,  is subject to the  satisfaction  of the  following
conditions:

         (a)  The  representations  and  warranties  of the  Borrowers  and  the
Guarantors set forth in this  Agreement,  in any amendment to this Agreement and
in any other Credit  Document shall be true and correct on and as of the date of
such Borrowing or the date of issuance,  amendment, renewal or extension of such
Letter of Credit, as applicable.

         (b)  At the  time  of and  immediately  after  giving  effect  to  such
Borrowing  or the  issuance,  amendment,  renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit  shall be deemed to  constitute  a  representation  and  warranty by each
Borrower and each  Guarantor on the date thereof as to the matters  specified in
paragraphs (a) and (b) of this Section.



                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit  shall have expired or  terminated  and all LC
Disbursements  shall have been reimbursed,  subject to Section 9.17, each of the
Domestic  Borrower,  Gatton and each Guarantor (and, from and after such time as
(i) any other  Subsidiary  Borrower  becomes a party hereto  pursuant to Section

                                       54
<PAGE>

2.20, such other Subsidiary  Borrower,  and (ii) any other Subsidiary becoming a
Guarantor pursuant to Section 5.10, such other Subsidiary)  covenants and agrees
with the Lenders, the Issuing Bank, and the Administrative Agent that:

         SECTION 5.01      Financial Statements and Other Information.
                           -------------------------------------------

         The Borrowers  and the  Guarantors  will furnish to the  Administrative
Agent, the Issuing Bank, and each Lender:

         (a) within 100 days after the end of each fiscal  year of the  Domestic
Borrower,  its audited  consolidated  balance  sheet and related  statements  of
operations,  stockholders'  equity  and cash flows as of the end of and for such
year,  setting  forth  in each  case in  comparative  form the  figures  for the
previous fiscal year, all reported on by Ernst & Young LLP or other  independent
public accountants of recognized national standing (without a "going concern" or
like qualification or exception and without any qualification or exception as to
the  scope  of such  audit)  to the  effect  that  such  consolidated  financial
statements  present fairly in all material respects the financial  condition and
results of operations of the Domestic Borrower and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied;

         (b)  within 60 days  after the end of each of the  first  three  fiscal
quarters of each fiscal year of the Domestic Borrower,  its consolidated balance
sheet and related statements of operations,  stockholders' equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year,  setting forth in each case in comparative form the figures for the
corresponding  period or periods of (or, in the case of the balance sheet, as of
the end of) the previous  fiscal  year,  all  certified by one of its  Financial
Officers as presenting fairly in all material  respects the financial  condition
and  results  of  operations  of the  Domestic  Borrower  and  its  consolidated
Subsidiaries  on a  consolidated  basis in  accordance  with  GAAP  consistently
applied,  subject  to normal  year-end  audit  adjustments  and the  absence  of
footnotes;

         (c) concurrently with any delivery of financial statements under clause
(a) or (b) above, a certificate of a Financial  Officer of the Domestic Borrower
(i)  certifying  as to whether a Default  has  occurred  and,  if a Default  has
occurred,  specifying the details thereof and any action taken or proposed to be
taken with respect thereto,  (ii) setting forth reasonably detailed calculations
demonstrating  compliance with Section 6.10 and (iii) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited
financial  statements  referred  to in Section  3.04 and, if any such change has
occurred,  specifying  the  effect of such  change on the  financial  statements
accompanying such certificate;

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

         (e) within 14 calendar days after the end of any calendar month, or (in
the case of the Borrowing Base Certificate referred to below in this clause (e))
more  frequently  if requested  by the  Administrative  Agent in its  reasonable
discretion,  (i)  a  duly  completed  Borrowing  Base  Certificate  showing  the
Borrowing Base  (together with a summary by category of all ineligible  Accounts

                                       55
<PAGE>

Receivable) as of the immediately  preceding fiscal (rather than calendar) month
end (or such other interim dates as of which such Borrowing Base  Certificate is
delivered), (ii) an aging report with respect to all Accounts Receivable, in the
form of  Exhibit C hereto,  providing  an aging  summary  for each  division  or
business segment in which a Collateral Grantor Subsidiary is situated; and (iii)
a  statement  (in  substantially  the form of  Exhibit  D  hereto)  signed  by a
Financial Officer setting forth the calculation of the ProcureStaff  Quick Ratio
as of the end of such fiscal (rather than calendar) month;

         (f) if and when  obtained  pursuant  to Section  5.13,  any new ratings
letter from each of Fitch, Moody's and S&P, as applicable;

         (g) in  addition  to any letters  obtained  pursuant  to Section  5.13,
promptly after Fitch, Moody's or S&P shall have announced a change in the rating
of the facility established hereunder, written notice of such rating change;

         (h) promptly after the same become  publicly  available,  copies of all
periodic and other reports,  proxy  statements and other  materials filed by the
Domestic Borrower or any Subsidiary with the Securities and Exchange Commission,
or any Governmental  Authority succeeding to any or all of the functions of said
Commission,  or with any national  securities  exchange,  or  distributed by the
Domestic Borrower to its shareholders generally, as the case may be;

         (i)  concurrently  with the information  furnished under clause (a) and
clause (b) above, a list of all Subsidiaries and the aggregate  principal amount
of any Intercompany Debt owed by each of them;

         (j) not later  than 60 days  after the end of each  fiscal  quarter,  a
summary  aging  report  (in the form of  Exhibit  C),  together  with a specific
listing and aging of each Account Receivable of $10,000 or more;

         (k) as soon as practicable after a good faith request therefor from the
Administrative Agent, Accounts Receivable agings and related information whether
or not of the type set forth in foregoing clauses (e)(ii) and (k).

         (l) promptly  following any request  therefor,  such other  information
regarding  the  operations,  business  affairs and  financial  condition  of the
Domestic Borrower,  Gatton, any Guarantor or any other Subsidiary (including the
SPV), or any matter pertaining to the Approved  Securitization or any Subsidiary
Originator,  or compliance  with the terms of this Agreement or any other Credit
Document, as the Administrative Agent or any Lender may reasonably request.

         SECTION 5.02      Notices of Certain Events.
                           --------------------------

         The Borrowers  and the  Guarantors  will furnish to the  Administrative
Agent, the Issuing Bank, and each Lender prompt written notice of the following:

         (a) the occurrence of any Default;

         (b) the filing or commencement of any action,  suit or proceeding by or
before  any  arbitrator  or  Governmental  Authority  against or  affecting  the

                                       56
<PAGE>

Domestic  Borrower,  Gatton,  any  Guarantor  or  any  Affiliate  of a  Borrower
(including the SPV or any Subsidiary  Originator) that, if adversely determined,
could reasonably be expected to result in a Material Adverse Effect;

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

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

         (e) the  formation or  acquisition  of any Material  Subsidiary  or any
Paying Agency Company, or the acquisition of any material assets or business;

         (f) the  incurrence  by any  Subsidiary  which  is not a  Guarantor  of
Intercompany  Debt totaling  $5,000,000 or more in the aggregate,  excluding the
Securitization Transactions;

         (g) a Subsidiary,  acquired or organized after the Effective Date under
the laws of the  United  States  or any  State or  other  political  subdivision
thereof,  achieving total assets with a fair market value (without deduction for
any Liens) of $5,000,000 or more;

         (h) the occurrence of any "Potential Termination Event" or "Termination
Event"  under (and as defined in) any  Securitization  Document,  whether or not
resulting  in a servicing  transfer or the  cessation  of  reinvestments  by the
Securitization Conduit;

         (i) receipt by the Domestic  Borrower,  the SPV or any other Subsidiary
of any  notice  pursuant  to  Section  10.02  (a) of  the  Receivables  Purchase
Agreement,  or any notice  pertaining to any  expiration or  termination  of any
"Liquidity Agreement" or "Program Support Agreement", as those terms are defined
in the Receivables Purchase Agreement; or

         (j) the giving of any notice under Section 8.1 of the Receivables  Sale
Agreement.

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

         SECTION 5.03      Existence; Conduct of Business.
                           -------------------------------

         Each  Borrower  and each  Guarantor  will,  and will  cause each of its
subsidiaries to, do or cause to be done all things necessary to preserve,  renew
and keep in full force and effect its legal existence and the rights,  licenses,
permits,  privileges  and  franchises  material to the conduct of its  business;
provided  that the  foregoing  shall not  prohibit  any  merger,  consolidation,
liquidation or dissolution permitted under Section 6.03.

         SECTION 5.04      Payment of Obligations.
                           -----------------------

         Each  Borrower  and each  Guarantor  will,  and will  cause each of its
subsidiaries  to, pay its obligations,  including Tax liabilities,  that, if not
paid,  could result in a Material  Adverse  Effect  before the same shall become

                                       57
<PAGE>

delinquent  or in default,  except where (a) the  validity or amount  thereof is
being  contested in good faith by  appropriate  proceedings,  (b) such Borrower,
such Guarantor or such  subsidiary has set aside on its books adequate  reserves
with respect  thereto in accordance  with GAAP,  (c) the failure to make payment
pending such contest  could not  reasonably  be expected to result in a Material
Adverse  Effect,  and (d) the same  shall  be paid or  discharged  or fully  and
adequately  bonded  before it might  become a lien or charge  upon any  material
property or asset of any Borrower, any Guarantor or any such subsidiary.

         SECTION 5.05      Maintenance of Properties; Insurance.
                           -------------------------------------

         Each  Borrower  and each  Guarantor  will,  and will  cause each of its
subsidiaries  to, keep and maintain all property  material to the conduct of its
business in good working order and  condition,  ordinary wear and tear excepted.
Each Borrower and each Guarantor shall, and shall cause each of its subsidiaries
to, keep its properties (including, without limitation, fixed assets) adequately
insured at all times in the same manner and to the same  extent,  and carry such
other insurance (with insurance companies rated no lower than "A" by A.M. Best &
Co., Inc., or otherwise approved by the Administrative Agent) including, without
limitation,  business  interruption  insurance,  insurance  against fire, public
liability  insurance,  and  insurance  against  lack of fidelity  by  employees,
against such risks and in such amounts,  and having such  deductible  amounts as
are customary, with companies in the same or similar businesses operating in the
same or similar locations, and which is no less than is required by law.

         SECTION 5.06      Books and Records; Inspection Rights.
                           -------------------------------------

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

         SECTION 5.07      Compliance with Laws.
                           ---------------------

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

         SECTION 5.08      Use of Proceeds and Letters of Credit.
                           --------------------------------------

         The proceeds of the Loans, and the Letters of Credit, will be used only
for the purposes set forth in Section  3.12. No part of the proceeds of any Loan
or of any drawing under any Letter of Credit will be used,  whether  directly or
indirectly,  for any purpose that entails a violation of any of the  Regulations
of the Board, including Regulations U and X.

                                       58
<PAGE>

         SECTION 5.09      Further Assurances.
                           -------------------

         Each  Borrower and each  Guarantor  shall,  and shall cause each of its
subsidiaries  to,  execute  any  and  all  further  documents,  agreements,  and
instruments,  and take all further actions,  that the Administrative  Agent, the
Issuing Bank, or any Lender shall reasonably  request in order to effectuate the
transactions  contemplated  by this  Agreement  and the other Credit  Documents,
including such further documents, agreements,  instruments and actions to grant,
preserve,  protect and perfect the rights of the  Lenders,  the Issuing Bank and
the Administrative  Agent purported to be created hereunder  (including Liens in
any cash collateral deposited hereunder), and under the other Credit Documents.

         SECTION 5.10      Additional Guarantors.
                           ----------------------

         (a)  If,  after  the  Effective  Date,  (i) any  additional  Subsidiary
organized  under the laws of the United  States or any State or other  political
subdivision  thereof is formed or acquired,  which new domestic Subsidiary shall
at any time either (x) have total assets with a fair market value of  $5,000,000
or more,  or (y) be required to become a Collateral  Grantor  Subsidiary  as set
forth below in this  paragraph  (a),  or (ii) any  Subsidiary  (now  existing or
hereafter  formed  or  acquired,  and  irrespective  of the  amount of its total
assets) shall become indebted in an aggregate  principal amount of $5,000,000 or
more on account of Intercompany  Debt, the Domestic  Borrower will (A) so notify
the  Administrative  Agent,  and (B)  cause  each  such  Subsidiary  to become a
"Guarantor"  under the Guaranty of Payment,  jointly and severally  with all the
other  Guarantors,  by joining in this  Agreement  and the  Guaranty  of Payment
pursuant to documentation  reasonably  satisfactory to the Administrative Agent,
within 10  Business  Days (1) in the case of clause (i),  after such  Subsidiary
first achieves such  $5,000,000  total asset value or shall first be required to
become a Collateral  Grantor  Subsidiary  as  applicable;  or (2) in the case of
clause  (ii),  after such  Intercompany  Debt has  reached  the said  $5,000,000
threshold  or such  requirement  to  become a  guarantor  has taken  effect,  as
applicable;  provided,  however,  that the Uruguayan Subsidiary known as Tainol,
S.A.  shall not be required to become a Guarantor  pursuant to foregoing  clause
(ii) unless the aggregate principal amount of its Intercompany Debt shall exceed
$12,500,000.  In addition, if any Subsidiary of the type described in clause (i)
above  (including  subclause (x) thereof) shall be (or would,  in the good faith
judgment  of the  Administrative  Agent,  ordinarily  be)  included  within  the
Domestic  Borrower's  telephone  directory segment,  computer systems segment or
telecommunications  services  segment,  but is not  then  a  Collateral  Grantor
Subsidiary,  the Domestic Borrower shall  simultaneously  with such Subsidiary's
becoming a "Guarantor"  hereunder,  cause such Subsidiary to become a Collateral
Grantor  Subsidiary by joining in the Subsidiary  Security Agreement pursuant to
documentation  satisfactory  to  the  Administrative  Agent  in  its  reasonable
discretion.

         (b) Foregoing paragraph (a) shall not apply in the case of the SPV, any
Subsidiary  Originator or any Subsidiary  Originator  Holding Company;  provided
however,  in the  event  that  (i) the  Approved  Securitization  shall  expire,
terminate or otherwise cease to be in effect,  or (ii) accounts  receivable from
(x) such  Subsidiary  Originator  or (y) any other  Subsidiary  in the  staffing
solutions business shall cease to be sold,  contributed or otherwise transferred
into the SPV  (pursuant  to  Section  5.11,  or  otherwise),  then the  Domestic

                                       59
<PAGE>

Borrower  shall (within 10 Business Days after the date that the events in items
(i) or (ii)  above  first  occur)  cause  each  Subsidiary  Originator  and each
Subsidiary  Originator Holding Company that the Administrative Agent may specify
to become a "Guarantor"  hereunder and under the Guaranty of Payment pursuant to
documentation reasonably satisfactory to the Administrative Agent.

         SECTION 5.11      The Approved Securitization.
                           ----------------------------

         The Domestic  Borrower,  in its sole  discretion,  shall be entitled to
continue or discontinue the Approved Securitization except to the extent that it
is required to discontinue  the same pursuant to this Section 5.11. The Domestic
Borrower  shall  be  required  to  cause  the  discontinuation  of the  Approved
Securitization  immediately  upon the first to occur of: (x) the  termination of
the Securitization  Conduit's  obligation under the Securitization  Documents to
continue to make  reinvestments  in the Approved  Securitization;  or (y) notice
from the Administrative  Agent upon the occurrence of an Event of Default (which
has not  been  cured or  waived  as of the date of such  notice)  to cause  such
discontinuation (but only to the extent  discontinuation is then permitted under
the Securitization Documents; otherwise, discontinuation shall occur as promptly
thereafter  as is permitted  thereunder).  Prior to the  discontinuation  of the
Approved Securitization,  the Domestic Borrower shall cause all or substantially
all of the accounts  receivable  originated from the staffing solutions business
of the Domestic Borrower and its Subsidiaries to be sold,  conveyed or otherwise
transferred  (directly,  or indirectly through the Domestic Borrower) to the SPV
as part  of the  Approved  Securitization.  It is  understood  and  agreed  that
"discontinuation"  of  the  Approved  Securitization,   as  referenced  in  this
Agreement, shall include within its meaning the termination of the obligation of
the  Securitization  Conduit to purchase  the  "Participation  Interest" or make
"Reinvestments"  (as  those  terms  are  defined  in  the  Receivables  Purchase
Agreement), but shall not preclude the liquidation contemplated therein.

         SECTION 5.12      Collateral Grantor Subsidiaries.
                           --------------------------------

         The Domestic Borrower shall maintain (or cause each Collateral  Grantor
Subsidiary to maintain)  either (i) a separate bank account wherein the proceeds
of such Collateral Grantor  Subsidiary's  Accounts Receivable are deposited,  or
(ii) records pertaining to a commingled account of the Domestic Borrower plainly
identifying all monies belonging to each Collateral Grantor Subsidiary.

         SECTION 5.13      New Ratings Letter.
                           -------------------

         The Domestic  Borrower shall obtain from Fitch,  Moody's and/or S&P any
new ratings letter required by any of them, in accordance with their  respective
policies,  in order to maintain a rating for the facility established under this
Agreement and the other Credit Documents.


                                   ARTICLE VI

                               Negative Covenants
                               ------------------

         Until the  Commitments  have expired or terminated and the principal of
and interest on each Loan and all fees payable  hereunder have been paid in full
and all Letters of Credit have expired or  terminated  and all LC  Disbursements
shall have been  reimbursed,  subject to Section  9.17,  the Domestic  Borrower,
Gatton and each of the Guarantors  (and, from and after such time as (i) another

                                       60
<PAGE>

Subsidiary  Borrower becomes a party hereto pursuant to Section 2.20, such other
Subsidiary Borrower,  and (ii) any other Subsidiary becomes a Guarantor pursuant
to Section 5.10, such other  Subsidiary)  covenants and agrees with the Lenders,
the Issuing Bank, and the Administrative Agent that:

         SECTION 6.01      Indebtedness.
                           -------------

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

         (a) Indebtedness  created  hereunder,  under the Guaranty of Payment or
under any other Credit Document;

         (b) Securitization Debt and other  Securitization  Transactions (to the
extent the same constitutes Indebtedness);  provided however, the maximum amount
of  Securitization  Debt  permitted  under  this  clause  (b) shall  not  exceed
$150,000,000 in the aggregate at any one time outstanding;

         (c)  advances  from  customers  received  in  the  ordinary  course  of
business;

         (d) performance guaranties, trade guaranties, and bid guaranties of the
performance  of  contractual  obligations  of wholly owned  Subsidiaries  of the
Domestic  Borrower;  provided that such guaranties and  contractual  obligations
arise in the ordinary course of business and that such  contractual  obligations
are not on account of Debt for Borrowed Money;

         (e) other  Indebtedness of the Domestic  Borrower and the  Subsidiaries
constituting Intercompany Debt, in any amount subject to compliance with Section
5.10;

         (f) other Indebtedness existing on the Effective Date (and set forth in
Schedule  6.01(f)),  of the Domestic  Borrower and of the Subsidiaries to one or
more other Persons (and including unused amounts under such credit  facilities),
and any and all extensions,  renewals or replacements of any such  Indebtedness,
provided that the aggregate principal amount thereof (whether used or unused) is
not increased;

         (g)  Guarantees  by  the  Domestic  Borrower  of  Indebtedness  of  the
Subsidiaries,  except to the extent  such  (Subsidiary)  Indebtedness  otherwise
would be prohibited under this Agreement;

         (h) other  Indebtedness  of the Domestic  Borrower,  excluding Debt for
Borrowed Money; and

         (i) other  Indebtedness of the Domestic  Borrower and the  Subsidiaries
not exceeding an aggregate principal amount of $5,000,000 at any time
         .
         SECTION 6.02      Liens; Certain Asset Sales.
                           ---------------------------

         The Domestic  Borrower will not, and will not permit any Subsidiary to,
create,  incur,  assume or permit to exist any Lien on any property or asset now

                                       61
<PAGE>

owned or  hereafter  acquired  by it, or assign or sell any  income or  revenues
(including accounts receivable) or rights in respect of any thereof, except:

         (a) any Lien securing the  Indebtedness  permitted  under clause (a) of
Section 6.01;

         (b) Permitted Encumbrances;

         (c) any Lien on any property or asset of the  Domestic  Borrower or any
Subsidiary  existing  on the  Effective  Date and set  forth in  Schedule  6.02;
provided that (i) such Lien shall not encumber or apply to any other property or
asset of the Domestic Borrower or any Subsidiary and (ii) such Lien shall secure
only those obligations which it secures on said date;

         (d) Liens securing Subsidiary  Indebtedness  permitted under clause (f)
of Section 6.01;

         (e) (i) subject to Section 5.11, sales, conveyances and other transfers
of accounts receivable and Receivable Related Assets (or of undivided percentage
ownership  interests therein) originated from the staffing solutions business of
the Domestic Borrower and the Subsidiary  Originators to the extent constituting
Securitization Transactions;  and (ii) sales, conveyances and other transfers of
accounts  receivables from the Domestic Borrower to a Guarantor that is not then
a Subsidiary  Originator,  from any Guarantor  that is not a Collateral  Grantor
Subsidiary  to the  Domestic  Borrower,  from  a  Subsidiary  Originator  to the
Domestic  Borrower or a Guarantor or another  Subsidiary  Originator,  or from a
Collateral Grantor Subsidiary to another  Collateral Grantor  Subsidiary,  or as
otherwise permitted in the following proviso;  provided that Accounts Receivable
may only be sold,  conveyed  or  transferred  into or among  Collateral  Grantor
Subsidiaries  or to another  Subsidiary  of the Domestic  Borrower in connection
with such Subsidiary becoming a Collateral Grantor Subsidiary; and

         (f) Liens arising by operation of law or contract,  securing  Associate
Vendor Payables.


         SECTION 6.03      Fundamental Changes.
                           --------------------

         (a) The Domestic  Borrower will not, and will not permit any Subsidiary
to, merge into or consolidate with any other Person,  or permit any other Person
to merge into or consolidate with it, or liquidate or dissolve,  except that, if
at the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing  (i) any  Subsidiary may merge into the Domestic
Borrower  in a  transaction  in which the  Domestic  Borrower  is the  surviving
corporation,  (ii) any Subsidiary  (other than a Subsidiary  Borrower) may merge
into  any  Subsidiary  in a  transaction  in which  the  surviving  entity  is a
Subsidiary (provided that the Domestic Borrower's  proportionate interest in the
assets and  business of the merged  Subsidiary  has not  diminished),  (iii) any
Subsidiary may sell,  transfer,  lease or otherwise dispose of its assets to the
Domestic  Borrower  or  to  another  Subsidiary   (provided  that  the  Domestic
Borrower's  proportionate interest in the assets sold,  transferred,  leased, or
disposed  of  has  not  diminished),  and  (iv)  any  Subsidiary  (other  than a
Subsidiary  Borrower)  may  liquidate  or  dissolve  if  the  Domestic  Borrower
determines in good faith that such  liquidation  or  dissolution  is in the best
interests of the Domestic Borrower and is not materially  disadvantageous to the
Lenders; provided,  however, that if any assets (constituting Collateral) of any
of the Collateral Grantor  Subsidiaries will be sold,  assigned,  transferred or

                                       62
<PAGE>

otherwise  disposed  of in any way by  virtue  of any of the  actions  otherwise
permitted  under any of the foregoing  clauses (i) through (iv),  the parties to
such merger or other such action shall notify the Administrative Agent and shall
take all steps reasonably  required by the Administrative  Agent to preserve the
Collateral  Agent's  first  priority  perfected  security  interest  in all such
Collateral, prior to consummation of such action.

         (b) The Domestic  Borrower will not, and will not permit any Subsidiary
to,  sell,  transfer,  lease  (as  lessor)  or  otherwise  dispose  of  (in  one
transaction or in any series of transactions) Equity Interests in any Subsidiary
(whether owned on the Effective Date or thereafter acquired), or other assets of
any kind, except for the following:

                      (i) sales of inventory in the ordinary course of business;

                      (ii) sales, conveyances and other transfers of accounts
                           receivable permitted under Section 6.02(e);

                      (iii) transactions  permitted under subsection (a) of this
                           Section;

                      (iv) sales of obsolete  equipment  and other fixed  assets
                           sold in the normal course of business,  provided that
                           the  net   proceeds   thereof   are  applied  to  the
                           acquisition by the Domestic  Borrower or a Subsidiary
                           of  operating  assets  used in the  normal  course of
                           their business  within 180 days from the date thereof
                           (or, if such proceeds are received less than 180 days
                           before the Maturity Date,  provided that the Domestic
                           Borrower   can    demonstrate   to   the   reasonable
                           satisfaction  of the  Administrative  Agent that same
                           will be so applied within such 180 day period);

                      (v)  the sale of the Thousand Oaks Building; and

                      (vi) other  sales,  conveyances  and  other  transfers  of
                           Equity  Interests and assets of any kind,  subject to
                           an aggregate limit on the value of all such transfers
                           under  this  clause  (vi) of  $25,000,000  during the
                           12-month period beginning on the Effective Date or on
                           any anniversary thereof.

Without limiting the foregoing,  except as set forth above, neither the Domestic
Borrower nor any Subsidiary shall sell, assign, discount or otherwise dispose of
notes,  accounts receivable or other rights to receive payment,  with or without
recourse, except for collections and credits in the ordinary course of business.

         (c) The  Domestic  Borrower  will not,  and will not  permit any of its
Subsidiaries  to,  engage in any  business  other  than  businesses  of the type
conducted by the Domestic Borrower and its Subsidiaries on the date of execution
of this Agreement and businesses  reasonably related thereto except to an extent
not material to the Domestic Borrower and its Subsidiaries taken as a whole.

                                       63
<PAGE>

         (d) The  preceding  paragraphs of this Section 6.03 shall not limit the
Securitization Transactions.


         SECTION   6.04    Investments, Loans, Advances, Guarantees and
                           --------------------------------------------
Acquisitions.
-------------

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

         (a) Permitted Investments;

         (b) investments by the Domestic Borrower and the Subsidiaries  existing
on the Effective Date in Equity Interests in their respective subsidiaries;

         (c) loans or advances to  employees  not  exceeding  $1,000,000  in the
aggregate at any one time outstanding;

         (d) Guarantees constituting Indebtedness permitted by Section 6.01;

         (e)  a   transaction   permitted   under  Section   6.03(a),   and  the
Securitization Transactions;

         (f) other acquisitions and investments in joint ventures not exceeding,
in the aggregate  (for all such  acquisitions  and  investments  by the Domestic
Borrower  and all  Subsidiaries)  $20,000,000  in each of fiscal  years 2004 and
2005;

         (g) Intercompany Debt, subject to compliance with Section 5.10; and

         (h) loans or  advances  by a  Subsidiary  to the  Domestic  Borrower  ,
provided the resulting Indebtedness has no priority in right of payment over any
Indebtedness hereunder or under any Designated Swap Agreement.

         SECTION 6.05      Swap Agreements.
                           ----------------

         The  Domestic  Borrower  will  not,  and  will  not  permit  any of its
Subsidiaries  to, enter into any Swap Agreement,  other than (a) Swap Agreements
entered into to hedge or mitigate  risks to which the  Domestic  Borrower or any
Subsidiary has actual exposure (other than those in respect of Equity  Interests
of the Domestic  Borrower or any of the  Subsidiaries),  and (b) Swap Agreements
entered into in order to  effectively  cap,  collar or exchange  interest  rates
(from fixed to floating rates,  from one floating rate to another  floating rate
or otherwise)  with respect to any  interest-bearing  liability or investment of

                                       64
<PAGE>

the Domestic  Borrower or any Subsidiary;  provided,  however,  that the maximum
aggregate  exposure of the Domestic Borrower and the Subsidiaries  under any and
all Swap  Agreements  (giving effect to any netting  agreements)  may not exceed
$5,000,000 at any one time outstanding.

         SECTION 6.06      Restricted Payments.
                           --------------------

         The  Domestic  Borrower  will  not,  and  will  not  permit  any of the
Subsidiaries  to,  declare  or  make,  or  agree  to pay or  make,  directly  or
indirectly,  any Restricted  Payment,  except that: (a) Subsidiaries may declare
and pay  dividends and make  distributions  ratably with respect to their Equity
Interests; (b) if at the time thereof and after giving effect thereto no Default
shall have occurred and be continuing, (i) the Domestic Borrower may declare and
pay  dividends  with  respect to its capital  stock  (subject to the  limitation
below), (ii) the Domestic Borrower may purchase, redeem, retire, acquire, cancel
or  terminate  any shares of its capital  stock or any option,  warrant or other
right to acquire  any such  shares,  and (iii) the  Domestic  Borrower  may make
Restricted  Payments  pursuant to and in  accordance  with stock option plans or
other benefit plans for management or employees of the Domestic Borrower and the
Subsidiaries;  and (c)  the  Securitization  Transactions  shall  be  permitted.
Notwithstanding anything in the foregoing sentence to the contrary, the Domestic
Borrower shall not in any fiscal year make payment of any dividend (other than a
stock dividend) or any other payment in respect of its capital stock which would
cause the total of all such  payments  in such  fiscal year to exceed 50% of its
Consolidated Net Income for the prior fiscal year.

         SECTION 6.07      Transactions with Affiliates.
                           -----------------------------

         The  Domestic  Borrower  will  not,  and  will  not  permit  any of its
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase,  lease or otherwise  acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates,  except (a) in the
ordinary  course of  business  at prices  and on terms and  conditions  not less
favorable to the Domestic  Borrower or such Subsidiary than could be obtained on
an arm's-length basis from unrelated third parties,  (b) transactions between or
among  the  Domestic  Borrower  and its  wholly  owned  Subsidiaries  (including
Securitization   Transactions)  not  involving  any  other  Affiliate,  (c)  any
Restricted  Payment  permitted  by Section  6.06,  and (d)  existing  employment
agreements  with  William  Shaw or Jerome  Shaw (or  replacement  of  employment
agreements  with such  individuals on terms not materially less favorable to the
Domestic  Borrower or its  Subsidiaries);  provided,  however,  that none of the
exceptions contemplated by clauses (a) through (d) will apply to any conveyance,
sale or transfer of accounts  receivable  or other assets  prohibited  under any
other provision of this  Agreement,  including any other Section of this Article
VI.

         SECTION 6.08      Restrictive Agreements.
                           -----------------------

         The  Domestic  Borrower  will  not,  and  will  not  permit  any of its
Subsidiaries (other than the SPV) to, directly or indirectly,  enter into, incur
or permit to exist any agreement or other arrangement that prohibits,  restricts
or imposes any condition upon the ability of any Subsidiary  (other than SPV) to
pay dividends or other distributions with respect to any Equity Interests, or to
make or repay loans or advances to the Domestic Borrower or any other Subsidiary
or to Guarantee  Indebtedness of the Domestic  Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to  restrictions  and conditions

                                       65
<PAGE>

imposed  by  law or by  this  Agreement  or  any  other  Credit  Document  or as
contemplated  by the  Securitization  Documents  (with  respect  to the loans or
advances and the Guaranteeing of Indebtedness, as aforesaid), (ii) the foregoing
shall not apply to  restrictions  and  conditions  existing  on the date  hereof
identified  on Schedule 6.08 (but shall apply to any extension or renewal of, or
any amendment or  modification  expanding the scope of, any such  restriction or
condition),  and (iii) the foregoing  shall not apply to customary  restrictions
and  conditions  contained  in  agreements  relating to the sale of a Subsidiary
pending such sale,  provided such  restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder.

         SECTION 6.09      Priority of Obligations.
                           ------------------------
         The Borrowers and the Guarantors  will not permit or suffer any present
or  future  unsecured  Indebtedness  of  any  of  the  Borrowers  or  any of the
Guarantors  to have any  priority  in right of payment  that is  superior in any
respect to the  Indebtedness of the Borrowers  hereunder or the Guarantors under
the Guaranty of Payment.

         SECTION 6.10      Certain Financial Covenants.
                           ----------------------------

         (a) The  Domestic  Borrower  will not  permit  or  suffer  Consolidated
Tangible Net Worth at any time to be less than $220,000,000.

         (b) The  Domestic  Borrower  will not permit or suffer the ratio of (i)
EBIT for the period of four consecutive fiscal quarters of the Domestic Borrower
ending on such date, to (ii) Interest Expense,  to be less than or equal to 1.25
to 1.0 as of the last day of any fiscal quarter.

         (c) The Domestic  Borrower will not permit or suffer the Adjusted Quick
Ratio, as of the last day of any fiscal quarter of the Domestic Borrower,  to be
less than 1.10 to 1.0.

         (d) The Domestic  Borrower  will not permit or suffer the  ProcureStaff
Quick Ratio to be more than 1.0 to 1.0 at any time.

         (e) The Domestic  Borrower  will not permit or suffer the ratio of Debt
to Capitalization to exceed .40 to 1.0 at any time.

Notwithstanding  anything in the definition of the term  Securitization  Debt to
the  contrary,  the Domestic  Borrower may, for purposes of  calculation  of and
compliance  with the  foregoing,  treat  Securitization  Debt as having the same
meaning as the term "Net Investment" under the Receivables Purchase Agreement.

         SECTION 6.11      Accounting, Fiscal Year.
                           ------------------------

         The Domestic  Borrower will not change the  accounting  policies of the
Domestic Borrower or any Subsidiary in any way that could have a material effect
on the  presentation  of  financial  reports,  or change the fiscal  year of the
Domestic  Borrower or any  Subsidiary  from that in effect on the Effective Date
except  that the  Domestic  Borrower  may change its fiscal  year once if (i) in
connection with such change the Domestic  Borrower  provides the  Administrative
Agent, each Lender, and the Issuing Bank with restated financial  statements and
compliance  certificates  (including  reasonably detailed  computations  showing

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compliance with the financial  covenants contained in Section 6.10) all in form,
scope  and  substance  acceptable  to the  Administrative  Agent,  in  its  sole
discretion,  which restated financial statements shall present information as if
such change in fiscal year had been made one calendar year earlier,  and (ii) no
Default   exists  or  would  exist  after  giving  effect  to  such  change  and
restatement.  By way of illustration,  if commencing January 1, 2005 there is no
Default and the Domestic  Borrower changes its fiscal year to the calendar year,
then the  Domestic  Borrower  must provide  restated  financial  statements  and
compliance certificates for calendar year 2004 as if such calendar year had been
the  Domestic  Borrower's  fiscal  year,  and there shall not result any Default
under such restated 2004 calendar year financial statements or under the current
calendar year financial  statements.  Notwithstanding the foregoing,  accounting
policies may change to accord with a change in GAAP;  provided further,  that in
the event of any such change,  all financial reports required hereunder that are
thereby  affected  shall  thereafter  be presented in two formats,  one of which
shall  reflect  such  change and the other of which shall  reflect the  original
accounting  policy,  the covenants  contained in Sections 6.10  continuing to be
calculated on the basis of such original accounting policy.

         SECTION 6.12      Capital Expenditures.
                           ---------------------

         The Domestic  Borrower  will not permit the  Domestic  Borrower and the
Subsidiaries to incur an aggregate of more than  $35,000,000 in either of fiscal
year 2004 or 2005.


         SECTION 6.13      Approved Securitization.
                           ------------------------

         The  Domestic  Borrower  will not,  and will not  permit the SPV or any
other  Subsidiary  to:  (a)  provide  any  credit  enhancement  to the  Approved
Securitization   (other  than  the  Standard   Securitization   Undertakings  as
contemplated  by the  Securitization  Documents  as in effect  on the  Effective
Date);  or (b) make or effect  any  amendment  to the  Approved  Securitization,
without the express written consent of the Required Lenders, that would or could
reasonably be expected to (i) amend any credit enhancement  provisions expressly
described in the  Securitization  Documents as in effect on the  Effective  Date
(including,  without limitation,  any provisions  regarding  overcollaterization
through  accounts  receivable  and any changes to the term  "Credit  Enhancement
Floor"),  (ii) entail any increase  (above the  $150,000,000  maximum  principal
amount) in the maximum aggregate amount of  Securitization  Debt owed by the SPV
pursuant to the Approved  Securitization,  (iii) amend the purchase  price to be
paid by the SPV to the Domestic  Borrower for any  Securitization  Assets,  (iv)
include within the Approved  Securitization any accounts  receivable (whether or
not pledged pursuant to the Credit Documents) other than those arising under the
staffing solutions  business of the Domestic Borrower and its Subsidiaries,  (v)
in any way materially  adversely impact (x) any of the rights or remedies of the
Lenders,  the Administrative  Agent or the Collateral Agent under this Agreement
or any other Credit  Documents or any Designated Swap Agreement or (y) the value
of the Collateral, or (vi) otherwise result in a Default or Event of Default. In
addition,  the Domestic Borrower will not and will not permit the SPV to make or
enter into any writing or agreement of any kind (i) of the type  contemplated by
the first sentence of Section 8.2 of the  Receivables  Sale  Agreement,  or (ii)
which  amends or has the effect of varying the terms of Section  1.2, or Section
8.2 of the Receivables  Sale Agreement,  or Section  10.02(a) of the Receivables
Purchase  Agreement,  as  such  Sections  read  on the  Effective  Date,  or the
definition of "Expiration  Date" in the Receivables  Purchase  Agreement (as the
same reads on the Effective Date).


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<PAGE>

                                   ARTICLE VII

                                Events of Default
                                -----------------

         If any of the following events ("Events of Default") shall occur:

         (a)(i) a Borrower  shall fail to pay any principal of any Loan, pay any
reimbursement obligation in respect of any LC Disbursement,  or provide any cash
collateral  required under Section  2.06(c),  or (ii) a Guarantor  shall fail to
make any payment under the Guaranty of Payment, in any such case when and as the
same shall become due and payable,  whether at the due date thereof or at a date
fixed for prepayment thereof or otherwise; or

         (b) a Borrower  shall fail to pay any  interest  on any Loan or fail to
pay any fee or any other amount (other than an amount  referred to in clause (a)
of this  Article)  payable  under this  Agreement,  in any such case  within two
Business Days after the same shall become due and payable; or

         (c) any  representation or warranty made or deemed made by or on behalf
of a Borrower or any Subsidiary (whether or not a Guarantor) in or in connection
with  this  Agreement,  or  any  other  Credit  Document,  or any  amendment  or
modification  hereof or thereof,  or waiver  hereunder or thereunder,  or in any
report, certificate, financial statement or other document furnished pursuant to
or in  connection  with this  Agreement,  or any other Credit  Document,  or any
amendment or modification  hereof or thereof or waiver  hereunder or thereunder,
shall prove to have been  incorrect in any material  respect when made or deemed
made; or

         (d) a Borrower  or a  Guarantor  shall  fail to observe or perform  any
covenant,  condition or agreement  contained in Section 5.02, 5.03 (with respect
to the Borrowers' and the Guarantors'  existence),  5.08, 5.10, 5.11 or 5.12, or
in Article VI; or

         (e) a Borrower  or a  Guarantor  shall  fail to observe or perform  any
covenant,  condition or agreement  contained in this Agreement (other than those
specified  in clause (a),  (b) or (d) of this  Article),  and such  failure,  if
capable of being  remedied,  shall  continue  unremedied for a period of 30 days
after notice  thereof  from the  Administrative  Agent to the Domestic  Borrower
(which  notice will be given at the request of any Lender or the Issuing  Bank);
or

         (f) (i) a default  shall occur with  respect to any  Indebtedness  of a
Borrower or any Subsidiary (whether or not a Guarantor) of $1,000,000 or more in
principal amount and such  Indebtedness  shall actually be accelerated by reason
thereof, or (ii) a Borrower or any Subsidiary (whether or not a Guarantor) shall
fail to make any payment  (whether of principal or interest  and  regardless  of
amount)  in  respect of any  Material  Indebtedness,  when and as the same shall
become due and payable; or

         (g)  any  event  or  condition  occurs  that  results  in any  Material
Indebtedness  becoming  due prior to its  scheduled  maturity or that enables or
permits  (with or without  the giving of notice,  the lapse of time or both) the
holder or holders of any Material Indebtedness or any trustee or agent on its or

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<PAGE>

their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity; or

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

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

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

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

         (l) an ERISA  Event  shall have  occurred  that,  in the opinion of the
Required Lenders,  alone or when taken together with all other ERISA Events that
have  occurred,  could  reasonably  be  expected to result in  liability  of the
Domestic  Borrower and its  Subsidiaries  in an aggregate  amount  exceeding (i)
$500,000 in any year or (ii) $1,000,000 for all periods; or

         (m) a Change in Control shall occur; or

         (n) any Credit  Document  shall cease to be, or it shall be asserted by
or on behalf of a Borrower, a Guarantor or any successor to any of them that any
Credit  Document is not, in full force and effect and  enforceable in accordance
with its terms; or

         (o) (i) an  event of  default  shall  occur  under  paragraph  8 of the
Guaranty of Payment;  or (ii) a Collateral  Grantor Subsidiary (A) shall default
under any provision of Section 8, 9 or 12 of the Subsidiary  Security Agreement,

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<PAGE>

or (B)  shall be in  default  for a period  of ten (10)  days or more  under any
provision of any other Section of the Subsidiary Security Agreement other than a
default  under such  another  Section as to which clause (c) of this Article VII
applies; or

         (p) (i) the occurrence and continuation of any "Termination  Event" set
forth in any of clauses (a),  (b),  (c), (e), (f) or (j) of Section 10.01 of the
Receivables  Purchase  Agreement,  or (ii) the  termination  of the  Receivables
Purchase Agreement or of the Securitization Conduit's obligation to purchase the
"Participation Interest" and to make "Reinvestments" (as those terms are defined
in the Receivables Purchase Agreement),  in either case on the "Expiration Date"
as defined therein;

then,  and in every such event  (other than an event with  respect to a Borrower
described  in clause  (h) or (i) of this  Article),  and at any time  thereafter
during the continuance of such event, the  Administrative  Agent may, and at the
request  of the  Required  Lenders  shall,  by notice to the  Borrowers  and the
Guarantors,  take one or more of the following actions, at the same or different
times:  (i) terminate the  Commitments,  and  thereupon  the  Commitments  shall
terminate  immediately,  (ii) declare the Loans then  outstanding  to be due and
payable in whole (or in part,  in which case any principal not so declared to be
due and payable may thereafter be declared to be due and payable), and thereupon
the  principal  of the Loans so declared to be due and  payable,  together  with
accrued interest thereon and all fees and other obligations of the Borrowers and
the  Guarantors  accrued  hereunder,  shall become due and payable  immediately,
without presentment,  demand,  protest or other notice of any kind, all of which
are hereby  waived by the  Borrowers  and the  Guarantors,  (iii)  require  cash
collateral as  contemplated by Section  2.06(j),  and (iv) enforce any or all of
the  Lenders'  and/or the  Administrative  Agent's  rights under the Guaranty of
Payment and/or the Collateral  Agent's rights under any or all of the Collateral
Documents  and/or the UCC;  and in case of any event with  respect to a Borrower
described  in  clause  (h)  or  (i)  of  this  Article,  the  Commitments  shall
automatically  terminate  and  the  principal  of the  Loans  then  outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrowers and the Guarantors accrued hereunder,  shall automatically  become due
and payable and the  obligation to provide cash  collateral  as aforesaid  shall
automatically arise, in each case, without presentment, demand, protest or other
notice of any kind,  all of which are  hereby  waived by the  Borrowers  and the
Guarantors.



                                  ARTICLE VIII

                            The Administrative Agent
                            ------------------------

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

         (b) Any bank serving as the  Administrative  Agent hereunder shall have
the same rights and powers in its  capacity  as a Lender or Issuing  Bank as any
other Lender or Issuing Bank and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from,

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<PAGE>

lend money to and generally engage in any kind of business with the Borrowers or
any Subsidiary or other Affiliate  thereof as if it were not the  Administrative
Agent hereunder.

         (c) The  Administrative  Agent shall not have any duties or obligations
except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other  implied  duties,  regardless  of whether a Default  has  occurred  and is
continuing,  (b) the  Administrative  Agent  shall not have any duty to take any
discretionary action or exercise any discretionary  powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required  to  exercise  in writing as  directed  by the  Issuing  Bank or by the
Required  Lenders (or such other number or percentage of the Lenders as shall be
necessary under the  circumstances  as provided in Section 9.02), and (c) except
as expressly set forth herein, the Administrative  Agent shall not have any duty
to  disclose,  and  shall  not be  liable  for  the  failure  to  disclose,  any
information relating to the Borrowers, the Guarantors or any of the Subsidiaries
that is communicated to or obtained by any bank serving as Administrative  Agent
or any of its respective  Affiliates in any capacity.  The Administrative  Agent
shall not be liable for any action  taken or not taken by it with the consent or
at the request of the Required  Lenders (or such other number or  percentage  of
the Lenders as shall be necessary under the circumstances as provided in Section
9.02) or in the absence of its own gross negligence or willful  misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until  written  notice  thereof  is given to the  Administrative  Agent by a
Borrower,  a Guarantor or a Lender,  and the  Administrative  Agent shall not be
responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or  representation  made in or in connection with this  Agreement,  the
Guaranty  of Payment or any other  Credit  Document,  (ii) the  contents  of any
consent,  certificate,  report  or  other  document  delivered  hereunder  or in
connection herewith or therewith,  (iii) the performance or observance of any of
the  covenants,  agreements  or other terms or  conditions  set forth  herein or
therein, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement,  the  Guaranty of Payment or any other  Credit  Document or any other
agreement,  instrument or document, or (v) the satisfaction of any condition set
forth in Article IV or elsewhere herein,  other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

         (d) The Administrative  Agent shall be entitled to rely upon, and shall
not incur any  liability  for relying upon,  any notice,  request,  certificate,
consent, statement,  instrument,  document or other writing believed by it to be
genuine and to have been signed or sent by the proper Person. The Administrative
Agent also may rely upon any  statement  made to it orally or by  telephone  and
believed  by it to be made  by the  proper  Person,  and  shall  not  incur  any
liability for relying thereon.  The Administrative  Agent may consult with legal
counsel  (who  may  be  counsel  for  the  Borrowers   and/or  the  Guarantors),
independent  accountants  and other  experts  selected  by it,  and shall not be
liable for any action taken or not taken by it in accordance  with the advice of
any such counsel,  accountants  or experts.  The  Administrative  Agent shall be
fully  justified in failing or refusing to take any action under this  Agreement
or any other  Credit  Document  unless it shall  first  receive  such  advice or
concurrence of the Required Lenders (or, if so specified by this Agreement,  all
the 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

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<PAGE>

be incurred by it by reason of taking or  continuing to take any such action (it
being understood that this provision shall not release the Administrative  Agent
from  performing any action with respect to the Borrowers  and/or the Guarantors
expressly  required to be  performed by it pursuant to the terms  hereof)  under
this Agreement.  The Administrative  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  (or,  if so
specified by this Agreement,  all the Lenders),  and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders.

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

         (f)  Subject  to  the   appointment   and  acceptance  of  a  successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank, the Borrowers and
the Guarantors.  Upon any such resignation,  the Required Lenders shall have the
right,  in  consultation  with the  Borrowers,  to  appoint a  successor  to the
Administrative  Agent.  If no  successor  shall  have been so  appointed  by the
Required Lenders and shall have accepted such  appointment  within 30 days after
the  retiring  Administrative  Agent gives notice of its  resignation,  then the
retiring  Administrative  Agent may,  on behalf of the  Lenders  and the Issuing
Bank,  appoint a  successor  Administrative  Agent which shall be a bank with an
office in New  York,  New  York,  or an  Affiliate  of any such  bank.  Upon the
acceptance of its appointment as Administrative  Agent hereunder by a successor,
such successor  shall succeed to and become vested with all the rights,  powers,
privileges  and duties of the retiring  Administrative  Agent,  and the retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder. The fees payable by the Borrowers to a successor Administrative Agent
shall be the same as those payable to its predecessor  unless  otherwise  agreed
among  the  Borrowers  and such  successor.  After  the  Administrative  Agent's
resignation  hereunder,  the  provisions  of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring  Administrative  Agent,  its
sub-agents and their respective  Related Parties in respect of any actions taken
or  omitted  to be taken by any of them  while it was  acting as  Administrative
Agent.

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


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<PAGE>


                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

         SECTION 9.01      Notices.
                           --------

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

         (i) if to a Borrower or a Guarantor,  to such Borrower or Guarantor c/o
Volt Information Sciences, Inc., 560 Lexington Avenue, 15th Floor, New York, New
York 10022,  Attention  of James J.  Groberg,  Senior Vice  President  and Chief
Financial  Officer  (Telecopy No. (212) 704-2424 with a copy to Volt Information
Sciences,  Inc.,  560 Lexington  Avenue,  15th Floor,  New York, New York 10022,
Attention of Howard B. Weinreich, General Counsel (Telecopy No. (212) 704-2417);

         (ii) if to the  Administrative  Agent, to JPMorgan Chase Bank, Loan and
Agency Services,  1111 Fanin, 10th Floor,  Houston,  TX 77002,  Attention:  Glen
Hector  (Telecopy No. (713)  750-2938),  with a copy to JPMorgan Chase Bank, 277
Park Avenue,  New York,  New York 10172,  Attention:  Cynthia Lash (Telecopy No.
(646)534-0691);

         (iii) if to the Issuing  Bank, to it at JPMorgan  Chase Bank,  277 Park
Avenue, New York, New York 10172,  Attention of Cynthia Lash (Telecopy No. (646)
534-0691);

         (iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, 277 Park
Avenue, New York, New York 10172,  Attention of Cynthia Lash (Telecopy No. (646)
534-0691); and

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

         (b)  Notices  and  communications  to  the  Lenders  hereunder  may  be
delivered or  furnished  by  electronic  communications  pursuant to  procedures
approved by the  Administrative  Agent;  provided that the  foregoing  shall not
apply  to  notices  pursuant  to  Article  II  unless  otherwise  agreed  by the
Administrative  Agent and the applicable Lender. The Administrative  Agent, each
Borrower, and each Guarantor may, in its discretion, agree to accept notices and
other  communications to it hereunder by electronic  communications  pursuant to
procedures  approved by it;  provided  that approval of such  procedures  may be
limited to particular notices or communications.

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

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<PAGE>

         SECTION 9.02      Waivers; Amendments.
                           --------------------

         (a) No failure or delay by the  Administrative  Agent, the Issuing Bank
or any Lender in  exercising  any right or power  hereunder  shall  operate as a
waiver  thereof,  nor shall any single or partial  exercise of any such right or
power, or any abandonment or  discontinuance of steps to enforce such a right or
power,  preclude  any other or further  exercise  thereof or the exercise of any
other right or power. The rights and remedies of the  Administrative  Agent, the
Issuing Bank and the Lenders  hereunder are  cumulative and are not exclusive of
any  rights  or  remedies  that  they  would  otherwise  have.  No waiver of any
provision  of this  Agreement  or consent to any  departure  by a Borrower  or a
Guarantor  therefrom  shall in any event be  effective  unless the same shall be
permitted  by  paragraph  (b) of this  Section,  and then such waiver or consent
shall be effective  only in the specific  instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance  of a Letter  of  Credit  shall  not be  construed  as a waiver  of any
Default,  regardless  of whether  the  Administrative  Agent,  any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.

         (b) Neither this  Agreement  nor any  provision  hereof,  nor any other
Credit  Document or any provision  thereof,  may be waived,  amended or modified
except  pursuant to an agreement or  agreements  in writing  entered into by the
applicable Borrowers and the Guarantors that are party hereto or thereto, as the
case may be, and the  Required  Lenders,  or by such  applicable  Borrowers  and
Guarantors  and the  Administrative  Agent  with  the  consent  of the  Required
Lenders;  provided that no such  agreement  shall (i) increase the Commitment of
any Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable  hereunder,  without the written  consent of each Lender
affected thereby,  (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement  (including any mandatory prepayment under
Section 2.10(f)),  or any interest thereon,  or any fees payable  hereunder,  or
reduce  the  amount  of,  waive or excuse  any such  payment,  or  postpone  the
scheduled date of expiration of any  Commitment,  without the written consent of
each Lender  affected  thereby,  (iv) change Section  2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby,  without the
written  consent  of each  Lender,  (v) effect any  release  or  discharge  of a
Guarantor or Collateral Grantor Subsidiary or any of the Collateral  provided by
any Collateral  Grantor  Subsidiary,  without the written consent of each of the
Lenders,  (vi) permit the automatic renewal of a Letter of Credit to occur after
April 11, 2005 without the written  consent of each Lender and the Issuing Bank,
or (vii)  change any of the  provisions  of this  Section or the  definition  of
"Required  Lenders" or any other  provision  of this  Agreement  specifying  the
number or  percentage of Lenders  required to waive,  amend or modify any rights
hereunder or make any determination or grant any consent hereunder,  without the
written  consent of each Lender;  provided  further that no such agreement shall
amend,  modify or  otherwise  affect the rights or duties of the  Administrative
Agent, the Collateral  Agent, the Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the  Administrative  Agent,  the Collateral
Agent,  the  Issuing  Bank  or  the  Swingline  Lender,  as  the  case  may  be.
Notwithstanding  the  foregoing,  the  requirements  of  Section  9.16  (and any
provision of this Agreement or any other Credit Document which expressly governs
waivers,  amendments or  modifications  of such  provisions)  shall control with
respect to any matter expressly covered thereby.

                                       74
<PAGE>

         SECTION 9.03      Expenses; Indemnity; Damage Waiver.
                           -----------------------------------

         (a) The  Borrowers  and the  Guarantors  shall  pay (i) all  reasonable
out-of-pocket  expenses incurred by the Administrative Agent and its Affiliates,
including the  reasonable  fees,  charges and  disbursements  of counsel for the
Administrative   Agent,  in  connection  with  the  syndication  of  the  credit
facilities  provided for herein,  the  preparation  and  administration  of this
Agreement or any amendments,  modifications or waivers of the provisions  hereof
(whether  or not the  transactions  contemplated  hereby  or  thereby  shall  be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in  connection  with the issuance,  amendment,  renewal or extension of any
Letter of Credit or any demand for payment  thereunder  (iii) all  out-of-pocket
expenses incurred by the  Administrative  Agent, the Issuing Bank or any Lender,
including  the  fees,   charges  and   disbursements  of  any  counsel  for  the
Administrative  Agent,  the Issuing Bank or any Lender,  in connection  with the
enforcement or protection of its rights in connection with this Agreement or any
other Credit Document, including its rights under this Section, or in connection
with the Loans made or Letters of Credit  issued  hereunder,  including all such
out-of-pocket   expenses   incurred   during  any  workout,   restructuring   or
negotiations in respect of such Loans or Letters of Credit,  and (iv) all costs,
expenses,  taxes,  assessments and other charges incurred on connection with any
filing,   registration,   recording  or  perfection  of  any  security  interest
contemplated  by any  Collateral  Document  or any other  document  referred  to
therein.  The  Domestic  Borrower  will pay the cost of the Current  Field Exam,
promptly after it is billed therefor.

         (b) The Borrowers and the Guarantors shall indemnify the Administrative
Agent,  the Issuing Bank and each Lender,  and each Related  Party of any of the
foregoing Persons (each such Person being called an "Indemnitee")  against,  and
hold  each  Indemnitee  harmless  from,  any and all  losses,  claims,  damages,
liabilities and related expenses,  including the fees, charges and disbursements
of  any  counsel  for  any  Indemnitee,  incurred  by or  asserted  against  any
Indemnitee  arising  out of,  in  connection  with,  or as a  result  of (i) the
execution  or  delivery  of  this  Agreement  or  any  agreement  or  instrument
contemplated  hereby,  the performance by the parties thereto or hereto of their
respective  obligations  thereunder  or  hereunder  or the  consummation  of the
Transactions or any other transactions  contemplated thereby or hereby, (ii) any
Loan or Letter of Credit or the use of the  proceeds  therefrom  (including  any
refusal  by the  Issuing  Bank to honor a demand for  payment  under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply  with the terms of such  Letter of  Credit),  (iii) any actual or alleged
presence or release of  Hazardous  Materials  on or from any  property  owned or
operated by a Borrower,  a Guarantor  or any  Subsidiary,  or any  Environmental
Liability  related in any way to a Borrower,  a Guarantor or any Subsidiary,  or
(iv) any actual or prospective  claim,  litigation,  investigation or proceeding
relating to any of the foregoing,  whether based on contract,  tort or any other
theory  (including  any  investigation  of,  preparation  for, or defense of any
pending or  threatened  claim,  investigation,  litigation  or  proceeding)  and
regardless  of whether any  Indemnitee  is a party  thereto;  provided that such
indemnity shall not, as to any Indemnitee,  be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.

         (c) To the extent that a Borrower  fails to pay any amount  required to
be paid by it to the  Administrative  Agent,  the Issuing Bank or the  Swingline
Lender under paragraph (a) or (b) of this Section,  each Lender severally agrees

                                       75
<PAGE>

to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as
the case may be, such Lender's Applicable Percentage  (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid  amount;  provided that the  unreimbursed  expense or  indemnified  loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative  Agent, the Issuing Bank or the Swingline
Lender in its capacity as such.

         (d) To the extent  permitted by  applicable  law, no party hereto shall
assert against any other party hereto,  and each party hereto hereby waives, any
claim against any other party hereto,  on any theory of liability,  for special,
indirect,  consequential  or  punitive  damages  (as opposed to direct or actual
damages)  arising out of, in connection  with, or as a result of, this Agreement
or any agreement or instrument  contemplated hereby, the Transactions,  any Loan
or Letter of Credit or the use of the proceeds thereof.

         (e) All amounts due under this Section  shall be payable not later than
ten days after written demand therefor.


         SECTION 9.04      Successors  and Assigns.
                           ------------------------

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties  hereto and their  respective  successors and assigns
permitted  hereby  (including  any Affiliate of the Issuing Bank that issues any
Letter of  Credit),  except  that (i) no  Borrower  or  Guarantor  may assign or
otherwise transfer any of its rights or obligations  hereunder without the prior
written  consent of each Lender (and any  attempted  assignment or transfer by a
Borrower or Guarantor  without such consent  shall be null and void) and (ii) no
Lender may assign or  otherwise  transfer  its rights or  obligations  hereunder
except in accordance with this Section. Nothing in this Agreement,  expressed or
implied,  shall be construed  to confer upon any Person  (other than the parties
hereto, their respective  successors and assigns permitted hereby (including any
Affiliate  of the Issuing  Bank that issues any Letter of Credit),  Participants
(to the extent  provided in paragraph  (c) of this  Section)  and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

         (b)   (i)  Subject to the  conditions  set forth in  paragraph  (b)(ii)
below,  any Lender may assign to one or more  assignees  all or a portion of its
rights and obligations  under this Agreement  (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:

                           (A) the Domestic  Borrower,  provided that no consent
         of the  Domestic  Borrower  shall be required  for an  assignment  to a
         Lender,  an Affiliate of a Lender,  an Approved Fund or, if an Event of
         Default has occurred and is continuing, any other assignee; and

                           (B)  the  Administrative   Agent,  provided  that  no
         consent of the Administrative Agent shall be required for an assignment
         to an assignee that is a Lender  immediately  prior to giving effect to
         such assignment.

                                       76
<PAGE>

         (ii)  Assignments   shall  be  subject  to  the  following   additional
conditions:

                           (A) except in the case of an  assignment  to a Lender
         or an Affiliate of a Lender or an  assignment  of the entire  remaining
         amount  of  the  assigning  Lender's  Commitment,  the  amount  of  the
         Commitment  of the  assigning  Lender  subject to each such  assignment
         (determined as of the date the  Assignment and Assumption  with respect
         to such assignment is delivered to the Administrative  Agent) shall not
         be less than  $5,000,000  unless each of the Domestic  Borrower and the
         Administrative  Agent otherwise consent,  provided that no such consent
         of the Domestic  Borrower  shall be required if an Event of Default has
         occurred and is continuing;

                           (B)  each  partial  assignment  shall  be  made as an
         assignment of a proportionate part of all the assigning Lender's rights
         and obligations  under this Agreement,  provided that this clause shall
         not be construed to prohibit the assignment of a proportionate  part of
         all the assigning  Lender's  rights and  obligations  in respect of one
         Class of Commitments or Loans;

                           (C) the parties to each assignment  shall execute and
         deliver  to the  Administrative  Agent an  Assignment  and  Assumption,
         together with a processing and recordation fee of $3,500;

                           (D) the assignee,  if it shall not be a Lender, shall
         deliver to the  Administrative  Agent an Administrative  Questionnaire;
         and

                           (E) in  the  case  of an  assignment  to a  CLO,  the
         assigning  Lender shall retain the sole right to approve any amendment,
         modification  or waiver of any  provision of this  Agreement,  provided
         that the Assignment and Assumption between such Lender and such CLO may
         provide  that such  Lender  will not,  without the consent of such CLO,
         agree to any amendment,  modification or waiver  described in the first
         proviso to Section 9.02(b) that affects such CLO.

               For the purposes of this  Section  9.04(b),  the terms  "Approved
Fund" and "CLO" have the following meanings:


               "Approved  Fund"  means  (a) a CLO and (b)  with  respect  to any
Lender  that is a fund which  invests in bank loans and  similar  extensions  of
credit,  any other fund that  invests in bank loans and  similar  extensions  of
credit  and is managed by the same  investment  advisor as such  Lender or by an
Affiliate of such investment advisor.

               "CLO" means any entity (whether a corporation, partnership, trust
or  otherwise)  that is  engaged  in making,  purchasing,  holding or  otherwise
investing in bank loans and similar  extensions of credit in the ordinary course
of its  business and is  administered  or managed by a Lender or an Affiliate of
such Lender.

               (iii) Subject to acceptance  and  recording  thereof  pursuant to
paragraph  (b)(iv) of this Section,  from and after the effective date specified

                                       77
<PAGE>

in each  Assignment  and  Assumption  the assignee  thereunder  shall be a party
hereto  and,  to the extent of the  interest  assigned  by such  Assignment  and
Assumption,  have the rights and  obligations of a Lender under this  Agreement,
and the  assigning  Lender  thereunder  shall,  to the  extent  of the  interest
assigned by such  Assignment and  Assumption,  be released from its  obligations
under this Agreement (and, in the case of an Assignment and Assumption  covering
all of the assigning Lender's rights and obligations under this Agreement,  such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or  obligations  under this Agreement that does not comply with
this Section  9.04 shall be treated for purposes of this  Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

               (iv) The  Administrative  Agent,  acting  for this  purpose as an
agent of the  Borrowers,  shall  maintain  at one of its  offices a copy of each
Assignment and Assumption  delivered to it and a register for the recordation of
the names and  addresses of the Lenders,  and the  Commitment  of, and principal
amount of the Loans and LC  Disbursements  owing to, each Lender pursuant to the
terms  hereof from time to time (the  "Register").  The entries in the  Register
shall be  conclusive,  and the Borrowers,  the  Guarantors,  the  Administrative
Agent,  the Issuing  Bank and the  Lenders  may treat each Person  whose name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement,  notwithstanding  notice to the  contrary.  The
Register shall be available for inspection by the Borrowers, the Guarantors, the
Issuing Bank and any Lender,  at any reasonable  time and from time to time upon
reasonable prior notice.

               (v)  Upon  its  receipt  of  a  duly  completed   Assignment  and
Assumption  executed by an  assigning  Lender and an  assignee,  the  assignee's
completed  Administrative  Questionnaire (unless the assignee shall already be a
Lender  hereunder),  the processing and recordation fee referred to in paragraph
(b) of this  Section  and any  written  consent to such  assignment  required by
paragraph  (b) of this  Section,  the  Administrative  Agent  shall  accept such
Assignment and Assumption and record the  information  contained  therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

         (c)      (i) Any Lender may,  without the consent of any  Borrower,  or
Guarantor,  the Administrative  Agent, the Issuing Bank or the Swingline Lender,
sell  participations to one or more banks or other entities (a "Participant") in
all or a portion of such Lender's  rights and  obligations  under this Agreement
(including  all or a  portion  of its  Commitment  and the  Loans  owing to it);
provided that (A) such Lender's  obligations  under this Agreement  shall remain
unchanged,  (B) such Lender shall remain solely responsible to the other parties
hereto  for the  performance  of such  obligations  and (C) the  Borrowers,  the
Guarantors,  the  Administrative  Agent,  the Issuing Bank and the other Lenders
shall  continue to deal solely and directly with such Lender in connection  with
such Lender's  rights and  obligations  under this  Agreement.  Any agreement or
instrument  pursuant to which a Lender sells such a participation  shall provide
that such Lender shall retain the sole right to enforce  this  Agreement  and to
approve  any  amendment,  modification  or  waiver  of  any  provision  of  this
Agreement;  provided  that such  agreement or  instrument  may provide that such

                                       78
<PAGE>

Lender will not, without the consent of the Participant, agree to any amendment,
modification  or waiver  described in the first proviso to Section  9.02(b) that
affects such  Participant.  Subject to paragraph  (c)(ii) of this  Section,  the
Borrowers and the Guarantors  agree that each  Participant  shall be entitled to
the benefits of Sections 2.15,  2.16 and 2.17 to the same extent as if it were a
Lender and had acquired its interest by assignment  pursuant to paragraph (b) of
this Section.  To the extent  permitted by law, each  Participant  also shall be
entitled to the  benefits of Section  9.08 as though it were a Lender,  provided
such  Participant  agrees to be subject  to Section  2.18(c) as though it were a
Lender.

               (ii) A  Participant  shall not be entitled to receive any greater
payment  under Section 2.15 or 2.17 than the  applicable  Lender would have been
entitled to receive with respect to the participation  sold to such Participant,
unless  the  sale of the  participation  to such  Participant  is made  with the
Domestic Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.17
unless the Borrower is notified of the  participation  sold to such  Participant
and such  Participant  agrees,  for the benefit of the Borrower,  to comply with
Section 2.17(e) as though it were a Lender.

         (d) Any Lender may at any time pledge or assign a security  interest in
all or any portion of its rights under this  Agreement to secure  obligations of
such Lender,  including  any pledge or  assignment  to secure  obligations  to a
Federal  Reserve  Bank,  and this Section  shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.


         SECTION 9.05      Survival.
                           ---------

         All covenants,  agreements,  representations and warranties made by the
Borrowers and the Guarantors herein and in the certificates or other instruments
delivered in connection  with or pursuant to this Agreement  shall be considered
to have been  relied  upon by the other  parties  hereto and shall  survive  the
execution and delivery of this  Agreement  and the Guaranty of Payment,  and the
making of any Loans and  issuance  of any Letters of Credit,  regardless  of any
investigation made by any such other party or on its behalf and  notwithstanding
that the  Administrative  Agent,  the  Issuing  Bank or any  Lender may have had
notice or knowledge of any Default or  incorrect  representation  or warranty at
the time any credit is extended hereunder,  and shall continue in full force and
effect as long as the  principal  of or any accrued  interest on any Loan or any
fee or any other amount payable under this  Agreement is outstanding  and unpaid
or any Letter of Credit is outstanding and so long as the  Commitments  have not
expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation  of the  transactions  contemplated  hereby,  the  repayment of the
Loans,  the  expiration  or  termination  of  the  Letters  of  Credit  and  the
Commitments or the termination of this Agreement or any provision hereof.

         SECTION 9.06      Counterparts; Integration; Effectiveness.
                           -----------------------------------------

         This  Agreement  may be  executed  in  counterparts  (and by  different
parties  hereto on different  counterparts),  each of which shall  constitute an
original,  but all of  which  when  taken  together  shall  constitute  a single
contract. This Agreement and any separate letter agreements with respect to fees

                                       79
<PAGE>

payable to the  Administrative  Agent  constitute the entire  contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings,  oral or written,  relating to the subject matter
hereof.  Except as  provided  in  Section  4.01,  this  Agreement  shall  become
effective when it shall have been executed by the Administrative  Agent and when
the  Administrative  Agent shall have received  counterparts  hereof which, when
taken  together,  bear the signatures of each of the other parties  hereto,  and
thereafter  shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

         SECTION 9.07      Severability.
                           -------------

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

         SECTION 9.08      Right of Setoff.
                           ----------------

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

         SECTION 9.09      Governing Law; Jurisdiction; Consent to Service of
                           --------------------------------------------------
Process; Judgment Currency.
---------------------------

         (a) This  Agreement  is, and shall be deemed to be, a contract  entered
into under and  pursuant  to the laws of the State of New York,  and shall be in
all respects  governed,  construed,  applied and enforced in accordance with the
laws of the State of New York without regard to conflicts of laws  principles of
New York State law other  than ss.  5-1401 of the New York  General  Obligations
Law.

         (b) Each party hereto hereby irrevocably and  unconditionally  submits,
for itself and its property,  to the  nonexclusive  jurisdiction  of the Supreme
Court of the State of New York  sitting  in New York  County  and of the  United
States  District  Court of the Southern  District of New York, and any appellate
court from any thereof,  in any action or proceeding  arising out of or relating
to this Agreement,  or for recognition or enforcement of any judgment,  and each
of the parties hereto hereby  irrevocably  and  unconditionally  agrees that all

                                       80
<PAGE>

claims in respect of any such action or proceeding  may be heard and  determined
in such New York  State or, to the  extent  permitted  by law,  in such  Federal
court.  Each party  hereto  agrees  that a final  judgment in any such action or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment or in any other  manner  provided by law.  Nothing in this
Agreement  shall  affect any right that any party hereto may  otherwise  have to
bring any action or  proceeding  relating  to this  Agreement  against any other
party hereto or its properties in the courts of any jurisdiction.

         (c) Each party hereto hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and  effectively do so, any objection which it
may now or  hereafter  have to the  laying  of  venue  of any  suit,  action  or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section.  Each party hereto hereby irrevocably  waives,
to the fullest extent permitted by law, the defense of an inconvenient  forum to
the maintenance of such action or proceeding in any such court.

         (d) Each party to this  Agreement  irrevocably  consents  to service of
process in the manner  provided  for  notices in Section  9.01.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any  other  manner  permitted  by  law.  Gatton  and  the  Guarantors  hereby
irrevocably and  unconditionally  designate the Domestic Borrower located at its
address  set forth in Section  9.01,  as agent of Gatton and each  Guarantor  to
receive  for and on behalf of Gatton and each  Guarantor,  service of process in
any legal action or proceeding arising out of or relating to this Agreement.  It
is understood  that a copy of such process served on such agent will be promptly
forwarded by mail to Gatton or any such  Guarantor as  applicable at its address
set forth in  Section  9.01,  but the  failure  of Gatton or such  Guarantor  to
receive such copy shall not affect in any way the service of such process.

         (e) If for  the  purpose  of  obtaining  judgment  in any  court  it is
necessary to convert a sum due hereunder in one currency into another  currency,
the parties hereto agree,  to the fullest extent that they may effectively do so
under  applicable  law, that the rate of exchange used shall be the spot rate at
which in accordance  with normal banking  procedures the first currency could be
purchased in New York City with such other currency by the Person obtaining such
judgment on the Business Day  preceding  that on which final  judgment is given.
The parties agree,  to the fullest extent that they may  effectively do so under
applicable  law, that the  obligations  of each Borrower to make payments in any
currency of the principal of and interest on the Loans and any other amounts due
from such Borrower hereunder to the Administrative  Agent as provided in Section
2.18:  (i) shall not be discharged  or satisfied by any tender,  or any recovery
pursuant to any  judgment  (whether or not entered in  accordance  with  Section
9.09(e)), in any currency other than the relevant currency, except to the extent
that  such  tender  or  recovery  shall  result  in the  actual  receipt  by the
Administrative  Agent at its  relevant  office as  provided  in Section  2.18 on
behalf of the Lenders of the full amount of the relevant  currency  expressed to
be  payable in respect of the  principal  of and  interest  on the Loans and all
other  amounts due  hereunder  (it being assumed for purposes of this clause (i)
that the  Administrative  Agent will convert any amount  tendered or recovered);
(ii) shall be enforceable  as an  alternative or additional  cause of action for
the purpose of recovering in the relevant  currency the amount, if any, by which
such actual receipt shall fall short of the full amount of the relevant currency
so  expressed  to be payable;  and (iii)  shall not be affected by an  unrelated
judgment being obtained for any other sum due under this Agreement.

                                       81
<PAGE>

         SECTION 9.10      WAIVER OF JURY TRIAL.
                           --------------------

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

         SECTION 9.11      Headings.
                           ---------

         Article and Section (and subsection) headings and the Table of Contents
used  herein  are for  convenience  of  reference  only,  are  not  part of this
Agreement  and  shall  not  affect  the   construction  of,  or  be  taken  into
consideration in interpreting, this Agreement.

         SECTION 9.12      Confidentiality.
                           ----------------

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

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if  such  Person  has  exercised  the  same  degree  of  care  to  maintain  the
confidentiality  of such  Information  as such  Person  would  accord to its own
confidential information.

         SECTION 9.13      Interest Rate Limitation.
                           -------------------------

         Notwithstanding  anything  herein to the  contrary,  if at any time the
interest  rate  applicable to any Loan or other amount due  hereunder,  together
with all fees,  charges and other  amounts which are treated as interest on such
Loan or other amount under applicable law  (collectively  the "Charges"),  shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted for,
charged,  taken,  received or reserved by the party  holding  such Loan or other
amount in  accordance  with  applicable  law,  the rate of  interest  payable in
respect  of such  Loan or other  amount  hereunder,  together  with all  Charges
payable in respect  thereof,  shall be limited to the  Maximum  Rate and, to the
extent lawful,  the interest and Charges that would have been payable in respect
of such Loan or other  amount but were not payable as a result of the  operation
of this Section shall be cumulated and the interest and Charges  payable to such
party in respect of other Loans or amounts or periods  shall be  increased  (but
not above the Maximum Rate therefor) until such cumulated amount,  together with
interest  thereon at the Federal Funds  Effective Rate to the date of repayment,
shall have been received by such party.

         SECTION  9.14     European Economic and Monetary Union; Possible
                           ----------------------------------------------
Transition from Sterling to euro.
---------------------------------

         (a)  Definitions.  In this Section 9.14 and in each other  provision of
this  Agreement to which  reference  is made in this  Section 9.14  expressly or
impliedly,  the following  terms have the meanings given to them in this Section
9.14:

         "commencement  of the third stage of EMU" means  January 1, 1999 or the
date on which  circumstances  arise which (in the opinion of the  Administrative
Agent) have  substantially  the same effect and result in substantially the same
consequences  as  commencement  of the third stage of EMU as contemplated by the
Treaty on European Union.

         "EMU" means economic and monetary union as  contemplated  in the Treaty
on European Union.

          "EMU legislation"  means legislative  measures of the European Council
for the  introduction  of,  changeover  to or  operation  of a single or unified
European  currency  (whether known as the euro or otherwise),  being in part the
implementation of the third stage of EMU;

         "euro" means the single currency of participating  member states of the
EMU;

         "euro unit" means the currency unit of the euro;

         "national  currency unit" means the unit of currency (other than a euro
unit) of a participating member state;

         "participating  member  state" means each state so described in any EMU
legislation; and

                                       83
<PAGE>

         "Treaty on European  Union" means the Treaty of Rome of March 25, 1957,
as amended by the Single European Act 1986 and the Maastricht  Treaty (which was
signed at  Maastricht  on February  7, 1992,  and came into force on November 1,
1993), as amended from time to time.

         (b)  Effectiveness of Provisions.  If and to the extent that any of the
provisions  of  subsections  (c) to (j) below  (inclusive)  relate to the United
Kingdom or any other state (or Sterling or the currency of any such other state)
that is not a participating  member state on the commencement of the third stage
of EMU, such provision shall become  effective in relation to the United Kingdom
or such other state (and  Sterling or the  currency of such other  state) at and
from the date on  which  the  United  Kingdom  or such  other  state  becomes  a
participating member state.

         (c)  Redenomination and Alternative  Currencies.  Each obligation under
this  Agreement of a party to this Agreement  which has been  denominated in the
national  currency unit of a participating  member state shall be  redenominated
into the euro unit in accordance with EMU legislation,  provided, that if and to
the extent that any EMU legislation  provides that following the commencement of
the  third  stage  of EMU an  amount  denominated  either  in the euro or in the
national  currency unit of a participating  member state and payable within that
participating  member  state by crediting an account of the creditor can be paid
by the debtor  either in the euro unit or in the national  currency  unit,  each
party to this Agreement shall be entitled to pay or repay any such amount either
in the euro unit or in such national currency unit.

         (d) Loans.  Any Loan in the  currency of a  participating  member state
shall be made in the euro unit.

         (e)  Business  Days.  With respect to any amount  denominated  or to be
denominated  in the  euro  or a  national  currency  unit,  any  reference  to a
"Business Day" shall be construed as a reference to a day (other than a Saturday
or Sunday) on which banks are generally open for business in

                  (i) London and New York City and

                  (ii) Frankfurt am Main,  Germany (or such principal  financial
         center or centers in such  participating  member state or states as the
         Administrative Agent may from time to time nominate for this purpose).

         (f) Payments to the Administrative  Agent. Sections 2.10 and 2.18 shall
be construed so that,  in relation to the payment of any amount of euro units or
national   currency   units,   such  amount  shall  be  made  available  to  the
Administrative  Agent in immediately  available,  freely  transferable,  cleared
funds to such  account  with such bank in  Frankfurt  am Main,  Germany (or such
other  principal  financial  center in such  participating  member  state as the
Administrative  Agent may from time to time  nominate  for this  purpose) as the
Administrative Agent shall from time to time nominate for this purpose.

         (g) Payments by the  Administrative  Agent to the  Lenders.  Any amount
payable by the  Administrative  Agent to the Lenders under this Agreement in the
currency of a participating member state shall be paid in the euro unit.

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<PAGE>

         (h) Payments by the Administrative Agent Generally. With respect to the
payment of any amount  denominated  in the euro or in a national  currency unit,
the Administrative Agent shall not be liable to the Borrowers, the Guarantors or
any of the Lenders in any way whatsoever for any delay,  or the  consequences of
any delay,  in the  crediting  to any  account of any  amount  required  by this
Agreement to be paid by the  Administrative  Agent if the  Administrative  Agent
shall have taken all  relevant  steps to achieve,  on the date  required by this
Agreement,  the  payment  of  such  amount  in  immediately  available,   freely
transferable,  cleared  funds  (in the euro  unit or,  as the case may be,  in a
national currency unit) to the account with the bank in the principal  financial
center in the participating member state which the Borrowers or, as the case may
be, any Lender shall have specified for such purpose.  In this  subsection  (h),
"all relevant steps" means all such steps as may be prescribed from time to time
by the regulations or operating procedures or such clearing or settlement system
as the  Administrative  Agent may from time to time determine for the purpose of
clearing or settling payments of the euro.

         (i) Basis of  Accrual.  If the basis of  accrual  of  interest  or fees
expressed  in this  Agreement  with  respect to the  currency  of any state that
becomes a  participating  state shall be  inconsistent  with any  convention  or
practice  in the  London  interbank  market  or,  as the case may be,  the Paris
interbank  market for the basis of accrual of interest or fees in respect of the
euro,  such  convention or practice shall replace such expressed basis effective
as of and from the date on which  such  state  becomes  a  participating  member
state;  provided,  that if any Loan in the currency of such state is outstanding
immediately prior to such date, such replacement shall take effect, with respect
to such Loan, at the end of the then current Interest Period.

         (j) Rounding and Other Consequential Changes.  Without prejudice and in
addition  to any  method  of  conversion  or  rounding  prescribed  by  any  EMU
legislation and without prejudice to the respective liabilities for Indebtedness
of each  Borrower  and each  Guarantor  to the  Lenders,  and the Lenders to the
Borrowers under or pursuant to this Agreement:

                  (i) each  reference in this  Agreement to a minimum amount (or
         an integral multiple thereof) in a national currency unit to be paid to
         or by the Administrative Agent shall be replaced by a reference to such
         reasonably  comparable and convenient  amount (or an integral  multiple
         thereof) in the euro unit as the Administrative  Agent may from time to
         time specify; and

                  (ii) except as  expressly  provided in this  subsection  9.14,
         each  provision of this Agreement  shall be subject to such  reasonable
         changes of  construction as the  Administrative  Agent may from time to
         time specify to be necessary or appropriate to reflect the introduction
         of or changeover to the euro in participating member states.

         (k)  Increased  Costs.  The  Borrowers  shall from time to time, at the
request of the  Administrative  Agent, pay to the  Administrative  Agent for the
account of each Lender the amount of any cost or increased  cost incurred by, or
of any  reduction  in any amount  payable to or in the  effective  return on its
capital  to, or of  interest  or other  return  foregone  by, such Lender or any
holding company of such Lender as a result of the introduction of, changeover to
or  operation of the euro in any  participating  member state to the extent such
introduction,  changeover  or  operation  relates to such  Lender's  obligations

                                       85
<PAGE>

hereunder;  provided  that the  Borrowers  shall not be  required  to pay to any
Lender any  amounts  under this  paragraph  for any period  prior to the date on
which such Lender  gives notice to the  Borrowers  that such amounts are payable
unless such Lender gives notice within 180 days after it becomes aware or should
have been aware of the event giving rise to such payment obligation.

         SECTION 9.15      Multiple Borrowers.
                           -------------------

         (a) As set  forth in  Section  2.10,  the  Domestic  Borrower  shall be
jointly and severally liable with each respective Subsidiary Borrower in respect
of the  principal  of,  and  interest  on,  all  Loans  made to such  respective
Subsidiary Borrower  hereunder.  No Subsidiary Borrower (including Gatton) shall
be liable for the  repayment of the principal of, and interest on, Loans made to
the Domestic Borrower or to another Subsidiary Borrower, or for reimbursement of
an LC Disbursement for the account of the Domestic Borrower;  provided, however,
that nothing  contained  herein shall been deemed to affect the liability  under
the  Guaranty  of Payment of any  Subsidiary  Borrower  that is also a Guarantor
thereunder.  Except as expressly  set forth above in this  Section  9.15(a) with
respect to the  liability of a Subsidiary  Borrower with regard to principal and
interest on Loans to the Domestic  Borrower or to any other Subsidiary  Borrower
or on account of LC  Disbursements,  and subject to Section 9.17,  each Borrower
and each Guarantor agrees that the  representations  and warranties made by, and
the liabilities,  obligations, and covenants of and applicable to, any or all of
the Borrowers and the Guarantors  under this  Agreement,  shall be in every case
(whether  or not  specifically  so stated in each  such case  herein)  joint and
several in all circumstances. Except if otherwise expressly stated, every notice
by  or to  any  Borrower  or  Guarantor  shall  be  deemed  also  to  constitute
simultaneous  notice by or to each other  Borrower and each other  Guarantor (as
applicable), every act or omission by any Borrower or Guarantor shall be binding
upon  each   Borrower  and   Guarantor,   and  (subject  to  Section  9.17)  the
Administrative  Agent,  the Issuing Bank and the Lenders are fully authorized by
each Borrower and each  Guarantor to act and rely also upon the  representations
and warranties,  covenants,  notices, acts, and omissions of each other Borrower
and each other Guarantor. Without limiting the generality of the foregoing, each
Borrower  and  each  Guarantor  agrees  that  the  obligations  of  each of them
hereunder and under the other Credit Documents shall be enforceable against each
of them  notwithstanding  that this  Agreement,  the  Guaranty of Payment or any
other Credit  Document  may be  unenforceable  in any respect  against any other
Borrower or Guarantor.

         (b) The Domestic  Borrower is accepting joint and several liability for
all obligations of the Subsidiary  Borrowers with respect to the Loans made to a
Subsidiary  Borrower hereunder in consideration of the financial  accommodations
to be provided  by the Lenders  under this  Agreement,  for the mutual  benefit,
directly and indirectly,  of each of the Borrowers and in  consideration  of the
undertakings  of each  Subsidiary  Borrower to accept its own liability for such
obligations.

         (c) The Domestic  Borrower  and each  respective  Subsidiary  Borrower,
jointly and severally,  hereby  irrevocably  and  unconditionally  accepts,  not
merely as a surety but also as a  co-debtor,  joint and several  liability  with
each other as set forth herein,  with respect to the payment and  performance of
all of such  obligations  with  respect  to the  Loans  made to such  respective
Subsidiary Borrower,  it being the intention of the parties hereto that all such
obligations  shall be joint and  several as  aforesaid,  without  preference  or

                                       86
<PAGE>

distinction  among  them.  If and to the  extent  that  either  of the  Domestic
Borrower or such respective  Subsidiary  Borrower shall fail to make any payment
with  respect to any of such  obligations  as and when due or to perform  any of
such  obligations in accordance  with the terms hereof,  then in each such event
the other such  Borrower,  subject to paragraph (a) of this Section  9.15,  will
make such payment with respect to, or perform, such obligation.

         (d) The  obligations  with  respect to the Loans  made to a  Subsidiary
Borrower under the  provisions of Section 2.10 and this Section 9.15  constitute
full recourse  obligations of each of the Domestic  Borrower and such Subsidiary
Borrower (as applicable) enforceable against each such Person to the full extent
of its  properties  and assets,  irrespective  of the  validity,  regularity  or
enforceability  of this  Agreement,  the  other  Credit  Documents  or any other
circumstances whatsoever.

         (e) Except as  otherwise  expressly  provided  in this  Agreement,  the
Domestic  Borrower and each Subsidiary  Borrower (as  applicable)  hereby waives
notice of  acceptance  of its joint and several  liability,  notice of any Loans
made under this Agreement,  notice of any action at any time taken or omitted by
the  Lenders  or the  Administrative  Agent  under or in  respect of any of such
obligations,  and,  generally,  to the extent  permitted by applicable  law, all
demands,  notices and other  formalities  of every kind in connection  with this
Agreement.  The Domestic  Borrower and each Subsidiary  Borrower (as applicable)
hereby  assents to, and waives notice of, any extension or  postponement  of the
time for the payment of any of such  obligations,  the acceptance of any payment
of any of such obligations,  the acceptance of any partial payment thereon,  any
waiver,  consent  or  other  action  or  acquiescence  by  the  Lenders  or  the
Administrative  Agent at any time or times in respect  of any  default by either
the  Domestic  Borrower  or  any  Subsidiary  Borrower  in  the  performance  or
satisfaction  of any term,  covenant,  condition or provision of this Agreement,
any and all other  indulgences  whatsoever by the Lenders or the  Administrative
Agent  in  respect  of  any of  such  obligations,  and  the  taking,  addition,
substitution  or  release,  in whole or in part,  at any time or  times,  of any
security for any of such  obligations or the addition,  substitution or release,
in  whole or in part,  of the  Domestic  Borrower  or any  Subsidiary  Borrower.
Without  limiting the generality of the foregoing,  all Borrowers  assent to any
other  action or delay in acting or failure to act on the part of the Lenders or
the  Administrative  Agent with respect to the failure by any other  Borrower or
any Guarantor to comply with any of its  respective  obligations,  including any
failure to strictly or diligently assert any right or to pursue any remedy or to
comply fully with applicable laws or regulations  thereunder,  which might,  but
for the  provisions  of this  Section  9.15,  afford  grounds  for  terminating,
discharging or relieving any of the Borrowers,  in whole or in part, from any of
its obligations  under this Section 9.15 or Section 2.10, it being the intention
of each of the  Borrowers  that,  so long as any of such  obligations  hereunder
remains  unsatisfied,  the  obligations of the Borrowers under this Section 9.15
and Section 2.10 shall not be discharged  except by performance and then only to
the extent of such performance.  Such obligations of each of the Borrowers under
this  Section  9.15  or  Section  2.10  shall  not  be  diminished  or  rendered
unenforceable  by any  winding  up,  reorganization,  arrangement,  liquidation,
re-construction or similar proceeding with respect to any of the Borrowers,  any
Guarantor, any of the Lenders or the Administrative Agent. The joint and several

                                       87
<PAGE>

liability of the Domestic  Borrower and each  Subsidiary  Borrower to the extent
provided for hereunder  shall continue in full force and effect  notwithstanding
any absorption, merger, amalgamation or any other change whatsoever in the name,
membership,  constitution  or place of  formation of any of the  Borrowers,  any
Guarantor, any of the Lenders or the Administrative Agent.

(g) The  provisions of this Section 9.15 are made for the benefit of the Lenders
and the  Administrative  Agent  and their  successors  and  assigns,  and may be
enforced  in good  faith from time to time  against  the  Borrowers  as often as
occasion  therefor  may arise and  without  any  requirement  on the part of the
Lenders or the  Administrative  Agent first to marshal any of their claims or to
exercise any of their rights against any other Borrower or any Guarantor,  or to
exhaust  any  remedies  available  to them  against  any other  Borrower  or any
Guarantor, or to resort to any other source or means of obtaining payment of any
of the obligations with respect to the Loans to Subsidiary  Borrowers  hereunder
or to elect any other remedy.  The  provisions of this Section 9.15 shall remain
in  effect  until  all of  such  obligations  shall  have  been  paid in full or
otherwise  fully  satisfied.  If at any time, any payment,  or any part thereof,
made in respect of any of such  obligations,  is rescinded or must  otherwise be
restored  or  returned  by  the  Lenders  upon  the  insolvency,  bankruptcy  or
reorganization  of any Borrower,  or otherwise,  the  provisions of this Section
9.15 and Section 2.10 (if applicable) will forthwith be reinstated in effect, as
though such payment had not been made.

         SECTION 9.16      Possible Increase in Facility.
                           ------------------------------

         (a) The  Borrowers  shall have the right to request one increase in the
maximum  principal amount of Revolving Loans available  hereunder,  by an amount
not in excess of $7,500,000.  Such increase must be attributable to the addition
of one new  lender (as a  "Lender"  hereunder).  No consent of any Lender or the
Administrative  Agent will be required  for an increase  attributable  to either
Fleet National Bank or Bank of America  becoming such new Lender.  However,  the
consent of the  Administrative  Agent and the Required Lenders shall be required
as to the identity of any other  proposed new lender.  Any such  increase in the
aggregate  Commitments  shall  be  effected  pursuant  to an  amendment  to this
Agreement  and  supporting   documentation,   reasonably   satisfactory  to  the
Administrative  Agent,  which  amendment  will  cause  the  Commitments  and the
Applicable  Percentages to be adjusted in accordance  with such new  Commitment.
The  Borrowers  shall be  responsible  for all  costs  and  expenses  (including
reasonable  attorney's fees) of the Administrative  Agent in connection with any
such amendment.  All Lenders agree that they will execute an amendment  document
approved by the Administrative Agent as aforesaid.

              (b) The  effectiveness  of any such amendment (and the increase in
availability  contemplated  above)  will,  in  addition to  satisfaction  of the
requirements  embodied in the foregoing  paragraph  (a), be dependent upon there
being no outstanding  Eurodollar Loans or Eurocurrency Loans,  immediately prior
to such effectiveness.

         SECTION 9.17      Responsibility for Representations and Warranties,
                           --------------------------------------------------
Affirmative Covenants and Negative Covenants.
---------------------------------------------

         Notwithstanding  the literal language of the preambles to Articles III,
V and VI, it is agreed that each of the  Domestic  Borrower,  Gatton,  any other
Subsidiary  Borrower and each  Guarantor is and will be  responsible  thereunder
only for itself and for its own subsidiaries.  However,  such  responsibility of

                                       88
<PAGE>

the Subsidiary  Borrowers  (including Gatton) and the Guarantors with respect to
the matters  covered in Article VI (other  than in Section  6.10) will extend to
the Subsidiary  Borrowers and the Guarantors  acting and refraining  from acting
consistently with the Domestic  Borrower's  obligations as to Subsidiaries which
are  Subsidiary  Borrowers or  Guarantors as are set forth in Article VI (except
for Section 6.10).

         SECTION 9.18      Termination of Pledge Agreement and Volt Security
                           -------------------------------------------------
Agreement.
----------

         As set  forth  in the  second  WHEREAS  clause  at the  outset  of this
Agreement,  the Lenders  hereby  confirm that they have agreed to terminate  the
Pledge Agreement and the Volt Security  Agreement (as those terms are defined in
the Existing Agreement) upon the effectiveness of this Agreement.

                        [Signatures Appear on Next Page.]


                                       89
<PAGE>

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

VOLT INFORMATION SCIENCES, INC.           JPMORGAN CHASE BANK (f/k/a The
(a New York corporation)                  Chase Manhattan Bank), as a Lender and
                                          as Administrative Agent

By:                                       By:
   -----------------------------------       -----------------------------------
Name:                                     Name: Cynthia Lash
Title:                                    Title: Vice President

GATTON VOLT CONSULTING GROUP              VOLT TELECOMMUNICATIONS
LIMITED                                   GROUP, INC., a Delaware corporation
  (a United Kingdom corporation)

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

VOLT DELTA RESOURCES, INC.                VOLT INFORMATION SCIENCES
(a Nevada corporation)                    FUNDING, INC. (a Delaware corporation)

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

MELLON BANK, N.A.,                        VOLT DIRECTORIES S.A., LTD.
as a Lender                               (a Delaware corporation f/k/a
                                          Volt-Autologic Directories S.A., Ltd.)

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

WELLS FARGO BANK, N.A.,                   DATANATIONAL OF GEORGIA, INC.,
as a Lender                               a Georgia corporation

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

LLOYD TSB BANK PLC,                       VMC CONSULTING CORP.,
as a Lender                               a Delaware corporation

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

                                           DATANATIONAL, INC.
By:                                       (a Delaware corporation)
   -----------------------------------
Name:                                     By:
Title:                                       -----------------------------------
                                          Name:
                                          Title: