AMENDED AND RESTATED
                          CREDIT AGREEMENT AND GUARANTY

                           dated as of April 14, 1999

                                      among

                          BOUNDLESS TECHNOLOGIES, INC.
                                  as Borrower,

                         BOUNDLESS ACQUISITION CORP. and
                             BOUNDLESS CORPORATION,
                                 as Guarantors,

                                       and

                            THE CHASE MANHATTAN BANK,
                             SILICON VALLEY BANK and
                             NATIONAL BANK OF CANADA
                                  as the Banks

                                       and
                            THE CHASE MANHATTAN BANK
                      as Administrative Agent for the Banks





<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS................................
         Section 1.01. Definitions.........................................
         Section 1.02. Accounting Terms....................................
         Section 1.03. Computation of Time Periods.........................
         Section 1.04. Rules of Construction...............................

ARTICLE II.  LOANS.........................................................
         Section 2.01. Revolving Credit....................................
         Section 2.02. Term Loan...........................................
         Section 2.03. All Loans...........................................
         Section 2.04. Notice and Manner of Borrowing......................
         Section 2.05. Non-Receipt of Funds by Administrative Agent........
         Section 2.06. Interest Periods; Renewals..........................
         Section 2.07. Interest............................................
         Section 2.08. Fees................................................
         Section 2.09. Notes...............................................
         Section 2.10. Optional Prepayments................................
         Section 2.11. Mandatory Prepayment................................
         Section 2.12. Method of Payment...................................
         Section 2.13. Use of Proceeds.....................................
         Section 2.14. Conversions or Continuation of Loans................
         Section 2.15. Minimum Amounts.....................................
         Section 2.16. Certain Notices.....................................
         Section 2.17. Additional Costs....................................
         Section 2.18. Limitation on Types of Loans........................
         Section 2.19. Illegality..........................................
         Section 2.20. Treatment of Affected Loans.........................
         Section 2.21. Certain Compensation................................
         Section 2.22. Capital Adequacy....................................

ARTICLE III.  LETTERS OF CREDIT............................................
         Section 3.01. Trade Letters of Credit.............................
         Section 3.02. Standby Letters of Credit...........................
         Section 3.03. Reimbursement Obligation............................
         Section 3.04. Payment of Commissions, Expenses and Interest.......
         Section 3.05. Proper Drawing; Chase's Honoring....................
         Section 3.06. Amendment, Change, Modification; No Waiver..........
         Section 3.07. U.C.P.; Agreements and Acknowledgments;
                       Indemnification.....................................
         Section 3.08. Licenses; Insurance; Regulations....................
         Section 3.09. Additional Security.................................
         Section 3.10. Continuing Rights and Obligations...................
         Section 3.11. Instructions; No Liability..........................
         Section 3.12. Amended Agreement...................................
         Section 3.13. Existing Letters of Credit..........................

ARTICLE IV.  RESERVED......................................................

ARTICLE V. PARTICIPATIONS..................................................
         Section 5.01. Participating Banks' Pro Rata Shares................
         Section 5.02. Sale and Purchase of Participations.................
         Section 5.03. Participation in Fees and Collateral Relationship...
         Section 5.04. Procedures..........................................
         Section 5.05. Collections and Remittances.........................
         Section 5.06. Sharing of Setoffs and Collections..................
         Section 5.07. Indemnification; Costs and Expenses.................
         Section 5.08. Administration; Standard of Care... ................
         Section 5.09. Independent Investigation by the 
                       Participating Banks.................................
         Section 5.10. Participating Banks, Ownership of Interests in
                       the Participations; Repurchases by Chase............

ARTICLE VI.  GUARANTY......................................................
         Section 6.01. Guaranty............................................
         Section 6.02. Guarantor's Obligations Unconditional...............
         Section 6.03. Waivers.............................................
         Section 6.04. Subrogation.........................................
         Section 6.05. Contribution........................................
         Section 6.06. Limitation of Liability.............................

<PAGE>

ARTICLE VII.  CONDITIONS PRECEDENT.........................................
         Section 7.01. Conditions Precedent to Initial Credit Facility.....
         Section 7.02. Conditions Precedent to All Extensions of Credit....
         Section 7.03. Deemed Representation...............................

ARTICLE VIII.  REPRESENTATIONS AND WARRANTIES..............................
         Section 8.01. Incorporation, Good Standing and Due Qualification..
         Section 8.02. Corporate Power and Authority; No Conflicts.........
         Section 8.03. Legally Enforceable Agreements......................
         Section 8.04. Litigation..........................................
         Section 8.05. Financial Statements and Projections................
         Section 8.06. Ownership and Liens.................................
         Section 8.07. Taxes...............................................
         Section 8.08. ERISA...............................................
         Section 8.09. Issuance and Ownership of Stock and Notes...........
         Section 8.10. Operation of Business...............................
         Section 8.11. No Default on Outstanding Judgments or Orders.......
         Section 8.12. No Defaults on Other Agreements.....................
         Section 8.13. Labor Disputes and Acts of God......................
         Section 8.14. Governmental Regulation.............................
         Section 8.15. Partnerships........................................
         Section 8.16. Environmental Protection............................
         Section 8.17. Solvency............................................
         Section 8.18. Intellectual Property...............................
         Section 8.19. Investments.........................................
         Section 8.20. Y2K.................................................
         Section 8.21. Approvals...........................................
         Section 8.22. Subsidiaries and Affiliates.........................
         Section 8.23. Security Documents..................................
         Section 8.24. Disclosure..........................................
         Section 8.25. No Default..........................................
         Section 8.26. Compliance with Laws................................
         Section 8.27. Federal Reserve Requirements, Use of Proceeds.......

ARTICLE IX.  AFFIRMATIVE COVENANTS.........................................
         Section 9.01. Maintenance of Existence............................
         Section 9.02. Conduct of Business.................................
         Section 9.03. Maintenance of Properties and Insurance.............
         Section 9.04. Maintenance of Records..............................
         Section 9.05. Payment of Debt.....................................
         Section 9.06. Compliance with Laws................................
         Section 9.07. Right of Inspection.................................
         Section 9.08. Reporting Requirements..............................
         Section 9.09. Compliance With Environmental Laws..................
         Section 9.10. Execution of Agreement by Subsidiaries of Borrower,
                            BAC and BC.....................................
         Section 9.11.  Further Assurances.................................

ARTICLE X. NEGATIVE COVENANTS..............................................
         Section 10.01. Debt...............................................
         Section 10.02. Guaranties.........................................
         Section 10.03. Liens..............................................
         Section 10.04. Investments........................................
         Section 10.05. Sale of Assets.....................................
         Section 10.06. Transactions with Affiliates.......................
         Section 10.07. Mergers, Etc.......................................
         Section 10.08. Leases.............................................
         Section 10.09. Dividends..........................................
         Section 10.10. Changes, Amendments or Modifications...............
         Section 10.11. Sale and Leaseback.................................
         Section 10.12. Federal Reserve Requirement........................
         Section 10.13. Subordinated Indebtedness..........................

ARTICLE XI.  FINANCIAL COVENANTS...........................................
         Section 11.01. Minimum Earnings Before Interest, Taxes,
                        Depreciation and Amortization......................
         Section 11.02. Fixed Charge Coverage Ratio........................
         Section 11.03. Cash Flow Leverage Ratio...........................
         Section 11.04. Capital Expenditures...............................


<PAGE>

ARTICLE XII.  EVENTS OF DEFAULT............................................
         Section 12.01. Events of Default..................................
         Section 12.02. Remedies...........................................

ARTICLE XIII.  THE ADMINISTRATIVE AGENT....................................
         Section 13.01. Appointment, Powers and Immunities of
                        Administrative Agent...............................
         Section 13.02. Reliance by Administrative Agent...................
         Section 13.03. Defaults...........................................
         Section 13.04. Rights of Administrative Agent as a Bank...........
         Section 13.05. Indemnification of Administrative Agent............
         Section 13.06. Documents..........................................
         Section 13.07. Non-Reliance on Administrative Agent and
                        Other Banks........................................
         Section 13.08. Failure of Administrative Agent to Act.............
         Section 13.09. Resignation of Administrative Agent................
         Section 13.10. Amendments Concerning Agency Function..............
         Section 13.11. Liability of Administrative Agent..................
         Section 13.12. Transfer of Agency Function........................
         Section 13.13. Withholding Taxes..................................

ARTICLE XIV.  MISCELLANEOUS................................................
         Section 14.01. Amendments and Waivers.............................
         Section 14.02. Usury..............................................
         Section 14.03. Expenses; Indemnification..........................
         Section 14.04. Assignment; Participation..........................
         Section 14.05. Notices............................................
         Section 14.06. Setoff.............................................
         Section 14.07. Jurisdiction; Immunities...........................
         Section 14.08. Governing Law......................................
         Section 14.09. Counterparts.......................................
         Section 14.10. Exhibits and Schedules.............................
         Section 14.11. Table of Contents; Headings........................
         Section 14.12. Severability.......................................
         Section 14.13. Integration........................................
         Section 14.14. Taxes..............................................
         Section 14.15. Waiver of Jury Trial...............................


Exhibits and Schedules

Exhibit A         Revolving Credit Note
Exhibit B         Term Loan Note
Exhibit C-1       Borrower Security Agreement
Exhibit C-2       Borrower Security Agreement
Exhibit D         Copyright Security Interest Agreement
Exhibit E         Patent Assignment
Exhibit F         Trademark Assignment
Exhibit G         Pledge Agreement (BC)
Exhibit H         Pledge Agreement (BAC)
Exhibit I         Borrowing Base Certificate
Exhibit J         Assignment and Assumption Agreement


Schedule 1.01A    Projections
Schedule 3.13     Existing Letters of Credit
Schedule 8.04     Litigation
Schedule 8.15     Partnerships
Schedule 8.18     Intellectual Property
Schedule 8.19     Investments
Schedule 8.22     Subsidiaries and Affiliates
Schedule 10.03    Liens

<PAGE>

         AMENDED AND RESTATED CREDIT  AGREEMENT AND GUARANTY,  dated as of April
14, 1999 among BOUNDLESS TECHNOLOGIES, INC. ("Borrower"),  BOUNDLESS ACQUISITION
CORP.  ("BAC"),   BOUNDLESS  CORPORATION  ("BC";   collectively  with  BAC,  the
"Guarantors"),  THE CHASE MANHATTAN BANK ("Chase"), SILICON VALLEY BANK ("SVB"),
NATIONAL BANK OF CANADA ("NBC"),  each other lender which may hereafter  execute
and deliver an instrument of  assignment  with respect to the Credit  Facilities
under this Agreement  pursuant to Section 14.04 (Chase,  SVB, NBC and such other
lenders,  each a "Bank" and  collectively,  the "Banks") and THE CHASE MANHATTAN
BANK, as  administrative,  documentation  and collateral agent for the Banks (in
such capacity, the "Administrative Agent"), as agent for the Banks.


                                    RECITALS

         WHEREAS,  each of the  parties  hereto is a party to the  Prior  Credit
Agreement (as hereinafter defined);

         WHEREAS,  the parties  hereto  desire to amend in various  respects and
restate the Prior Credit Agreement;

         NOW, THEREFORE, the parties hereto agree to amend and restate the Prior
Credit Agreement in its entirety as follows:

         The Borrower has applied to the Banks for an extension of credit in the
form of  Revolving  Credit  Loans  and a Term  Loan  (such  terms  and all other
capitalized terms used in this paragraph having the respective meanings ascribed
to such terms  hereinafter)  to the Borrower on the Closing Date in an aggregate
principal amount of $19,000,000.  The proceeds of the Loans shall be used by the
Borrower for the purposes set forth herein.  The  Guarantors  will guarantee the
Loans in accordance with the provisions  hereof. The Banks are willing to extend
the Loans to the Borrower  subject to the terms and conditions  hereinafter  set
forth.

         NOW, THEREFORE, IT IS AGREED:

                   ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

         Section  1.01.  Definitions.  As used in this  Agreement  the following
terms have the  following  meanings  (terms  defined in the  singular  to have a
correlative meaning when used in the plural and vice versa):

         "Account" means all right, title and interest of the Borrower in and to
all present and future accounts receivable,  contract rights,  promissory notes,
chattel paper, all tax refunds and rights to receive tax refunds,  bonds, rights
of  indemnification,  contribution  and  subrogation,  leases,  computer service
contracts,  deposits,  causes of action, choses in action, judgments, and claims
against third  parties of every kind or nature,  investment  securities,  notes,
drafts, acceptances, letters of credit and rights to receive proceeds of letters
of credit, instruments and deposit accounts, book accounts, credits and reserves
and all forms of obligations whatsoever owing.

         "Acceptable  Counterparty"  means  any  Bank  or  any  other  financial
institution whose  outstanding  long-term debt is rated AAA by Standard & Poor's
Corporation.

         "Additional Costs" has the meaning specified in Section 2.17.

         "Administrative  Agent" has the meaning  specified  in the  preamble to
this Agreement.

         "Administrative   Agent's  Office"  means  the  Administrative  Agent's
address as  specified on the  signature  page of this  Agreement,  or such other
address as the  Administrative  Agent may  designate  by  written  notice to the
Borrower and the Banks.

         "Affected Loans" has the meaning specified in Section 2.20.

         "Affiliate" means, as to any Person, any other Person which directly or
indirectly  controls,  or is controlled by, or is under common control with such
Person. The term "control" means the possession,  directly or indirectly, of the
power to direct or cause the  direction  of the  management  and  policies  of a


                                       1
<PAGE>

Person,  whether  through the ownership of voting  securities,  by contract,  or
otherwise.

         "Agreement"  means this  Credit  Agreement  and  Guaranty,  as amended,
supplemented or modified from time to time.

         "Amortization"  means, for any period,  amortization  expense of BC and
its  Consolidated  Subsidiaries,  all as  determined  in  accordance  with  GAAP
consistently applied.

         "Applicable  Lending Office" means,  for each Bank and for each type of
Loan,  the  lending  office  of such  Bank  (or of an  affiliate  of such  Bank)
designated as such for such type of Loan on its signature  page hereof or in the
applicable Assignment and Assumption Agreement or such other office of such Bank
(or of an  affiliate of such Bank) as such Bank may from time to time specify to
the  Administrative  Agent and the  Borrower as the office by which its Loans of
such type are to be made and maintained.

         "Applicable Margin" means the Applicable Revolving Credit Margin or the
Applicable Term Loan Margin, as applicable.

         "Applicable  Revolving  Credit  Margin"  means,  with  respect  to  the
Revolving  Credit Loans that are Base Rate Loans or LIBOR Loans  hereunder,  the
percentage set forth below under the headings  "Applicable Base Rate Margin" and
"Applicable LIBOR Margin", respectively, opposite the applicable ratio:

<TABLE>
<CAPTION>

         Cash Flow Leverage                      Applicable Base Rate                    Applicable Libor
                 Ratio                                  Margin                                Margin
---------------------------------------- ------------------------------------- ------------------------------------- 
<S>                                            <C>                                  <C>    

Greater than 2.50:1.00                           .25%                                2.50%

Less than or equal to 2.50:1:00 but              0%                                  2.25%
greater than 2:00:1.00

Less than or equal to 2:00:1.00, but             0%                                  2.00%
greater than 1:50:1.00

Less than or equal to 1.50:1.00, but             0%                                  1.75%
greater than 1.00:1.00

Less than or equal to 1.00:1.00                  0%                                  1.50%

</TABLE>

         The  Applicable  Revolving  Credit  Margin will be  initially  set with
respect  to each  Revolving  Credit  Loan on the  Closing  Date,  based upon the
financial statement referred to in Section 7.01(17)(b),  and thereafter shall be
reset on the date which is five (5) business days  following the date of receipt
of the financial statements referred to in Section 9.08(1) and 9.08(2), together
with a certificate of the Chief Financial Officer of the Borrower certifying the
Cash Flow Leverage  Ratio and setting forth the  calculation  thereof in detail;
provided, however, that if any such financial statements and certificate are not
received by the Administrative Agent within the time period required pursuant to
Section 9.08(1) and 9.08(2), as the case may be, the Applicable Revolving Credit
Margin will be  established  at the highest rates  provided  above from the date
such financial  statement and certificate  were due until the date which is five
(5) Business  Days  following  the receipt by the  Administrative  Agent of such
financial  statements  and  certificate,   and  provided,   further,   that  the
Administrative  Agent shall not in any way be deemed to have waived any Event of
Default, or any rights or remedies hereunder or under any other Loan Document in
connection with the foregoing proviso.  During the occurrence and continuance of
a Default  or an Event of  Default,  no  downward  adjustment,  and only  upward
adjustments, shall be made to Applicable Revolving Credit Margin.



                                       2
<PAGE>

         "Applicable  Term Loan  Margin"  means,  with respect to the Term Loans
that are Base Rate Loans or LIBOR  Loans  hereunder,  the  percentage  set forth
below under the headings  "Applicable  Base Rate Margin" and  "Applicable  LIBOR
Margin", respectively, opposite the applicable ratio:
<TABLE>
<CAPTION>
                                                 Applicable Base Rate                    Applicable LIBOR
 Cash Flow Leverage Ratio                               Margin                                Margin
---------------------------------------- ------------------------------------- -------------------------------------
<S>                                             <C>                                 <C>

Greater than 2.50:1.00                           1.25%                               3.5%

Less than or equal to 2.50:1.00 but              1.00%                               3.25%
greater than 2.00:1.00

Less than or equal to 2.00:1.00                  .75%                                3.0%

</TABLE>

         The  Applicable  Term Loan Margin will be initially set with respect to
each Term Loan on the Closing Date, based upon the financial  statement referred
to in 7.01(17)(b),  and thereafter  shall be reset on the date which is five (5)
business days following the date of receipt of the financial statements referred
to in Section  9.08(1) and 9.08(2),  together  with a  certificate  of the Chief
Financial  Officer of the Borrower  certifying  the Cash Flow Leverage Ratio and
setting forth the calculation thereof in detail; provided,  however, that if any
such financial statements and certificate are not received by the Administrative
Agent within the time period  required  pursuant to Section 9.08(1) and 9.08(2),
as the case may be, the  Applicable  Term Loan Margin will be established at the
highest  rates  provided  above  from the date  such  financial  statements  and
certificate  were due until the date which is five (5) Business  Days  following
the  receipt  by the  Administrative  Agent  of such  financial  statements  and
certificate,  and provided,  further, that the Administrative Agent shall not in
any way be deemed to have waived any Event of Default, or any rights or remedies
hereunder  or under any other Loan  Document in  connection  with the  foregoing
proviso.  During  the  occurrence  and  continuance  of a Default or an Event of
Default, no downward adjustment,  and only upward adjustments,  shall be made to
Applicable Term Loan Margin.

         "Application"   means  each  application   submitted  by  the  Borrower
requesting  that Chase issue a Letter of Credit for the account of the Borrower,
as such Application may be amended, supplemented or modified from time to time.

         "Assignee" has the meaning specified in Section 14.04.

         "Assignment   and  Assumption   Agreement"   means  an  Assignment  and
Assumption Agreement,  substantially in the form of Exhibit J, pursuant to which
a Bank assigns and an Assignee assumes rights and obligations in accordance with
Section 14.04.

         "Authorized  Person"  means any  officer or  employee,  or  combination
thereof,  of the Borrower as authorized by resolutions of the board of directors
of the  Borrower  to act on behalf of the  Borrower  with  respect to Letters of
Credit, all as delivered to and accepted by Chase from time to time.

         "Bank" or "Banks" has the  meaning  specified  in the  preamble to this
Agreement.

         "Bank Parties" means the Administrative Agent and each of the Banks.

         "Bank Commitment" shall mean, with respect to each Bank, the obligation
of such Bank to make  Loans to the  Borrower  and to acquire  participations  in
Letters  of Credit in an  aggregate  amount  not to exceed  the amount set forth
opposite such Bank's name on the signature  pages hereof under the caption "Bank
Commitment",  as such  amounts may be adjusted in  accordance  with the terms of
this Agreement.

         "Banking  Day"  means  (1) any day on which  commercial  banks  are not
authorized  or  required  to close in New York  City and (2)  whenever  such day
relates to a LIBOR Loan,  an Interest  Period with  respect to a LIBOR Loan,  or


                                       3
<PAGE>

notice  with  respect  to any  LIBOR  Loan,  a day on which  dealings  in Dollar
deposits are also carried out in the London  interbank market and banks are open
for business in London.

         "Base Rate"  means,  for any day,  the higher of (1) the Federal  Funds
Rate for such day plus one-half of one percent  (.50%) or (2) the Prime Rate for
such day.

         "Base  Rate Loan"  means any Loan when and to the  extent the  interest
rate for such Loan is determined in relation to the Base Rate.

         "BAC" means Boundless Acquisition Corp., a Delaware corporation.

         "BC" means Boundless Corporation, a Delaware corporation.

         "Borrower" means Boundless Technologies, Inc., a Delaware corporation.

         "Borrower Obligations" means, with respect to the Borrower (1) each and
every  obligation,  covenant  and  agreement  of the  Borrower  now or hereafter
existing contained in this Agreement or any of the other Loan Documents, whether
for principal,  reimbursement obligations, interest, fees, expenses, indemnities
or otherwise, and any amendments or supplements thereto,  extensions or renewals
thereof or replacements therefor, including but not limited to all indebtedness,
obligations  and  liabilities  of the Borrower to any Bank Party now existing or
hereafter  incurred under or arising out of or in connection with the Notes, the
Letters of Credit, this Agreement,  the other Loan Documents,  and any documents
or instruments executed in connection therewith,  (2) each and every obligation,
covenant and  agreement of the Borrower now or hereafter  existing  contained in
any foreign exchange contract (whether spot or forward) entered into between the
Borrower and any Bank,  (3) all sums  advanced in  accordance  with the Security
Documents  by or on behalf of any Bank  Party to protect  any of the  Collateral
purported  to be covered  thereby,  (4) any amounts paid by any  Indemnitee  (as
defined in the Security  Agreement) as to which such Indemnitee has the right to
reimbursement,  (5) any amounts paid by any Bank Party in preservation of any of
the  Administrative  Agent's or Banks'  rights or  interest  in the  Collateral,
together with interest on such amounts from the date such amounts are paid until
reimbursement in full at a rate per annum equal at all times to the Default Rate
for Base Rate Loans which are Revolving  Credit Loans and (6) net liabilities of
the Borrower under any hedging  agreement  entered into with the  Administrative
Agent as provided in Section 10.01(4);  in each case whether direct or indirect,
joint or several,  absolute or contingent,  liquidated or  unliquidated,  now or
hereafter  existing,  renewed or restructured,  whether or not from time to time
decreased  or  extinguished  and  later  increased,  created  or  incurred,  and
including all indebtedness of the Borrower under any instrument now or hereafter
evidencing or securing any of the foregoing.

         "Borrowing Base" means an amount equal to the sum of (1) eighty percent
(80%) of the face amount of all  Eligible  Accounts,  plus (2) the lesser of (a)
(i) fifty percent (50%) of Eligible  Inventory  which consists of finished goods
and is covered by a purchase  order,  plus (ii) thirty percent (30%) of Eligible
Inventory (other than Eligible Inventory which consists of finished goods and is
covered by a purchase order) or (b) $5,000,000;  provided,  however the Required
Banks may increase or decrease  such  percentages  and the  foregoing  inventory
limitation if, after review of each field audit of the  Borrower's  receivables,
inventory and related books and records, the Required Banks determine that there
has been a  material  change  in the  quality  of the  Borrower's  inventory  or
receivables.  Any such revision to advance rates or to the inventory  limitation
would become effective thirty (30) days after notice of such change is delivered
to the Borrower, unless a Default or Event of Default is then existing, in which
case such revision shall be effective  immediately upon delivery of such notice.
For purposes of determining the Borrowing Base Eligible Inventory will be valued
in accordance with GAAP.

         "Borrowing Base  Certificate"  means a certificate in substantially the
form of Exhibit I,  certified by the chief  financial  officer of the  Borrower,
with respect to the Borrowing Base.

         "Borrowing Notice" has the meaning specified in Section 2.04.

         "Capital  Expenditures" means additions to property and equipment of BC
and its Consolidated Subsidiaries,  which, in conformity with GAAP, are included


                                       4
<PAGE>

as "additions  to property,  plant or equipment" or similar items which would be
reflected in the consolidated  statement of cash flow of BC and its Consolidated
Subsidiaries including without limitation,  property and equipment which are the
subject of capital leases.

         "Capital Lease" means any lease which has been or should be capitalized
on the books of the lessee in accordance with GAAP.

         "Cash Collateral" means a deposit by the Borrower,  made in immediately
available  funds,  to a  savings,  checking  or  time  deposit  account  at  the
Administrative Agent or the purchase by the Borrower of a certificate of deposit
issued by the  Administrative  Agent and the  execution of all documents and the
taking of all steps required to give the  Administrative  Agent a perfected Lien
in such deposit or certificate of deposit.

         "Cash Flow Leverage Ratio" means the ratio of (1) Funded Debt as of the
date of calculation thereof to (2) Earnings Before Interest, Taxes, Depreciation
and  Amortization,  for the  twelve  months  immediately  preceding  the date of
calculation thereof.

         "Cash Interest  Expense" means for any period Interest Expense for such
period that is required to be or is paid in cash.

         "Cash  Taxes"  means  for any  period  Taxes for such  period  that are
required to be or are paid in cash.

         "Chase" means The Chase Manhattan Bank and its successors.

         "Chief  Financial  Officer"  means the Chief  Financial  Officer of the
Borrower,  or if there is no Chief Financial Officer,  then the President of the
Borrower.

         "Closing Date" means April 14, 1999.

         "Code" means the Internal Revenue Code of 1986.

         "Collateral"  means any and all real and personal property subject to a
Lien granted by any of the Security Documents.

         "Commitment Fee" has the meaning specified in Section 2.08.

         "Commitments" means, collectively,  the Revolving Credit Commitment and
the Letter of Credit Commitment.

         "Consolidated Subsidiaries" means all Subsidiaries of BC that should be
included  in  BC's  consolidated  financial  statements,  all as  determined  in
accordance with GAAP.

         "Continue",   "Continuation"   and  "Continued"   shall  refer  to  the
continuation  pursuant  to Section  2.14  hereof of a LIBOR Loan as a LIBOR Loan
from one Interest Period to the next Interest Period.

         "Convert",  "Conversion"  and  "Converted"  shall refer to a conversion
pursuant  to Section  2.14  hereof of Base Rate Loans into LIBOR  Loans or LIBOR
Loans into Base Rate Loans,  each of which may be accompanied by the transfer by
a Bank (at its sole discretion) of a Loan from one Applicable  Lending office to
another.

         "Copyright  Security Interest  Agreement" means the Copyright  Security
Interest  Agreement,  between the Borrower and the Administrative  Agent, in the
form of Exhibit D, to be delivered by the Borrower pursuant to the terms of this
Agreement, as amended, restated, supplemented or otherwise modified from time to
time.

         "Credit Facilities" means,  collectively,  the Term Loan, the Revolving
Credit Loans and the Letters of Credit.

         "Current  Assets"  means,  at any  time,  total  current  assets of the
Borrower, all as determined in accordance with GAAP consistently applied.



                                       5
<PAGE>

         "Current  Liabilities" means, at any time, total current liabilities of
the Borrower, all as determined in accordance with GAAP consistently applied.

         "Current  Portion  of Long Term Debt"  means that  portion of long term
indebtedness  of BC and its  Consolidated  Subsidiaries  which is required to be
paid in the  immediately  succeeding  twelve  month  period,  as  determined  in
accordance with GAAP consistently applied.

         "Debt" means:  (1) indebtedness or liability for borrowed money, or for
the  deferred   purchase  price  of  property  or  services   (including   trade
obligations);  (2)  obligations  as lessee  under  Capital  Leases;  (3) current
liabilities  in  respect  of  unfunded  vested  benefits  under  any  Plan;  (4)
obligations  under letters of credit  issued for the account of any Person;  (5)
all obligations arising under bankers, or trade acceptance  facilities;  (6) all
guarantees,  endorsements  (other than for collection or deposit in the ordinary
course of business),  and other  contingent  obligations  to purchase any of the
items included in this definition, to provide funds for payment, to supply funds
to invest in any Person, or otherwise to assure a creditor against loss; (7) all
obligations secured by any Lien on property owned by such Person, whether or not
the obligations have been assumed;  and (8) all obligations  under any agreement
providing  for a swap,  ceiling  rates,  ceiling  and  floor  rates,  contingent
participation  or other  hedging  mechanisms  with  respect  to either  interest
payable on any of the items described above in this definition or any currency.

         "Default"  means any event  which with the giving of notice or lapse of
time, or both, would become an Event of Default.

         "Default  Rate"  means,  with respect to an amount of any Loan not paid
when due, a rate per annum  equal to:  (1) if such Loan is a Base Rate  Loan,  a
variable rate two percent (2%) above the rate of interest then in effect thereon
(including the Applicable Margin); and (2) if such Loan is a LIBOR Loan, a fixed
rate two percent (2.0%) above the rate of interest in effect thereon  (including
the Applicable  Margin) at the time of default until the end of the then current
Interest  Period  therefor and,  thereafter,  a variable rate two percent (2.0%)
above  the rate of  interest  for a Base  Rate Loan  (including  the  Applicable
Margin).

         "Depreciation" means, during any period, depreciation expense of BC and
its  Consolidated  Subsidiaries,  all as  determined  in  accordance  with  GAAP
consistently applied.

         "Dividends Paid" means, for any period,  all cash dividends paid on the
stock of the  Borrower  and the  Guarantors  and does not include any  dividends
accrued but unpaid on the stock of the Borrower or any Guarantor.

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

         "Earnings Before Interest, Taxes, Depreciation and Amortization" means,
for any period,  Net Income plus Interest  Expense plus Taxes plus  Depreciation
plus Amortization, all for such period.

         "Eligible Account" means an Account owing to the Borrower, now existing
or hereafter arising, which Account met the following specifications at the time
it came into  existence  and continues to meet the same until it is collected in
full:

         (1) Not more than  ninety (90) days have  elapsed  since the invoice on
such Account was issued;  the invoice on such Account was issued  within  thirty
(30) days  after  goods  were sold or  services  rendered  which  generated  the
Account; and the Account is not more than ninety (90) days past due;

         (2) The  Account  arose  from  the  outright  sale of goods or from the
performance  of services by the  Borrower;  such goods have been received by the
Account debtor or the services  rendered to such Account debtor,  as applicable;
such  Account  is  evidenced  by such  invoices,  shipping  documents,  or other
instruments  ordinarily  used  in  the  trade;  and  no  return,   rejection  or
repossession has occurred, and such goods or services have been finally accepted
by the Account debtor without dispute;



                                       6
<PAGE>

         (3) The Account is not  subject to any Lien,  except a Lien in favor of
the Administrative Agent for the benefit of the Bank Parties; and the Account is
subject to a first priority perfected Lien in favor of the Administrative  Agent
for the benefit of the Banks;

         (4) The Account is a valid and legally  enforceable  obligation  of the
Account  debtor  and is not  subject  to  credit,  allowance,  defense,  offset,
counterclaim  or  adjustment  by the  Account  debtor,  other than any  discount
allowed for prompt payment, except to the extent the aggregate maximum amount of
all of the  foregoing  have been  deducted  in  determining  the  amount of such
Account for purposes of determining the Borrowing Base;

         (5) The  Account  arose  in the  ordinary  course  of  business  of the
Borrower, and no notice of the bankruptcy, insolvency, failure, or suspension or
termination of business of the Account debtor has been received by the Borrower;

         (6)  The Account debtor is not an Affiliate of the Borrower;

         (7)  The  Account  debtor  is  not a  supplier  (or an  Affiliate  of a
supplier) of goods or services to the Borrower,  unless such Account  debtor has
entered  into a written  agreement  with the  Borrower  pursuant  to which  such
Account debtor or its Affiliate waives its right to assert any defense,  offset,
counterclaim or adjustment with respect to its obligation to pay such Account;

         (8) The Account otherwise conforms to all  representations,  warranties
and other provisions of this Agreement and the Security Agreement;

         (9) The Account debtor is not a Governmental Authority;

         (10) The Account  debtor is a resident  of the United  States or in the
case  where the  Account  debtor is not a  resident  of the  United  States  the
obligations  of the Account  debtor on such Account is fully covered by a letter
of credit denominated in Dollars issued for the benefit of the Borrower by banks
reasonably  acceptable to the Required  Banks or the  obligations of the Account
Debtor on such Account are fully covered by credit insurance  policies issued by
insurance companies  acceptable to the Required Banks and such policy is in form
and substance acceptable to the Required Banks; and

         (11) The Required  Banks in their sole  discretion  have not deemed the
Account  debtor  unsatisfactory  because of such Account  debtor's  inability to
repay amounts owing under its Account.

         Notwithstanding  anything to the contrary, the Required Banks may amend
the above  referenced  definition  if,  after  review of each field audit of the
Borrower's  receivables  and  related  books and  records,  the  Required  Banks
determine that there has been a material change in the quality of the Borrower's
receivables.  Any such revision to the above  definition  would become effective
thirty  (30) days after  notice of such  change is  delivered  to the  Borrower,
unless a Default or Event of Default shall have  occurred and is then  existing,
in which case such  amendment  shall be effective  immediately  upon delivery of
such notice.

         "Eligible  Inventory" means all tangible personal  property,  valued in
accordance with GAAP in effect from time to time, which is owned by the Borrower
and held for sale or for lease or to be  furnished,  under  contracts of sale or
service, which meet all of the following specifications:

         (1) the inventory does not represent work in process;

         (2) the inventory  arose or was acquired in the ordinary  course of the
Borrower's  business and no portion thereof represents rejected or damaged goods
or goods which have been returned;

         (3) it is  anticipated  that the inventory will be used in the ordinary
course of business by the Borrower;  the finished goods portion of the inventory
has not been held for sale by the Borrower for more than one (1) year;

         (4) the inventory is lawfully  owned by the Borrower and is not subject
to any Lien, except a Lien in favor of the Administrative  Agent for the benefit
of the Bank Parties;  and the inventory is subject to a first priority perfected
Lien in favor of the Administrative Agent for the benefit of the Banks;



                                       7
<PAGE>

         (5) the inventory is not damaged or unmarketable;

         (6) all such  inventory is covered by insurance in accordance  with the
terms of the Loan Documents;

         (7) no such inventory is held on consignment;

         (8) no  Account,  account  receivable  or  document  of title  has been
created or issued with respect to such inventory;

         (9) the Borrower has the right of  assignment  thereof and the power to
grant Liens thereon;

         (10) the inventory is located at a premises  owned by the Borrower or a
premises  leased by the  Borrower  and from the lessor of which the Borrower has
received  either  a  mortgagee's  or a  landlord's  waiver,  as the case may be,
satisfactory to the Administrative Agent; and

         (11) the  inventory is located in the United States or if the inventory
is not located in the United States the Administrative  Agent and the Banks have
the equivalent  under the  applicable law of a first priority  perfected Lien in
such  inventory  with rights and remedies  under  applicable  law  substantially
similar to the rights and  remedies  of the  Administrative  Agent and the Banks
under the applicable laws of the United States and the states thereof;

         Notwithstanding  anything to the contrary, the Required Banks may amend
the above  referenced  definition  if,  after  review of each field audit of the
Borrower's inventory and related books and records, the Required Banks determine
that  there  has  been a  material  change  in  the  quality  of the  Borrower's
inventory.  Any such  revision to the above  definition  would become  effective
thirty  (30) days after  notice of such  change is  delivered  to the  Borrower,
unless a Default or Event of Default shall have  occurred and is then  existing,
in which case such  amendment  shall be effective  immediately  upon delivery of
such notice.

         "Environmental  Discharge"  means  any  discharge  or  release  of  any
Hazardous Materials in violation of any applicable Environmental Law.

         "Environmental  Law"  means  any  Law  relating  to  pollution  or  the
environment,  including  Laws  relating  to noise or to  emissions,  discharges,
releases or threatened releases of Hazardous  Materials into the workplace,  the
community  or  the  environment,   or  otherwise  relating  to  the  generation,
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of Hazardous Materials.

         "Environmental Notice" means any complaint,  order,  citation,  letter,
inquiry,  notice or other written communication from any Person (1) affecting or
relating to the Borrower's or any Guarantor's  compliance with any Environmental
Law in connection  with any activity or operations at any time  conducted by the
Borrower or such  Guarantor,  (2) relating to the  occurrence  or presence of or
exposure to or possible or  threatened  or alleged  occurrence or presence of or
exposure  to  Environmental  Discharges  or  Hazardous  Materials  at any of the
Borrower's  or such  Guarantor's  locations or  facilities,  including,  without
limitation:  (a) the  existence of any  contamination  or possible or threatened
contamination  at any such  location or  facility;  and (b)  remediation  of any
Environmental  Discharge or Hazardous Materials at any such location or facility
or any part thereof;  and (3) any violation or alleged violation of any relevant
Environmental Law.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "ERISA Affiliate" means any corporation or trade or business which is a
member of the same  controlled  group of  corporations  (within  the  meaning of
Section 414(b) of the Code) as the Borrower or is under common  control  (within
the meaning of Section 414(c) of the Code) with the Borrower.

         "Event of Default" has the meaning specified in Section 12.01.

         "Existing  Indebtedness"  shall  mean  the  principal  balance  of  the
obligations owed to the Banks pursuant to the Prior Credit  Agreement,  of which
approximately $8,200,000 remains outstanding as of the date hereof.



                                       8
<PAGE>

         "Federal Funds Rate" means,  for any day, the rate per annum (expressed
on a 360 day basis of calculation) equal to the weighted average of the rates on
overnight federal funds transactions as published by the Federal Reserve Bank of
New York for such day  provided  that (1) if such day is not a Banking  Day, the
Federal Funds Rate for such day shall be such rate on such  transactions  on the
immediately preceding Banking Day as so published on the next succeeding Banking
Day,  and (2) if no such rate is so published  on such next  succeeding  Banking
Day,  the  Federal  Funds  Rate for such day shall be the  average  of the rates
quoted by three Federal funds brokers to the Administrative Agent on such day on
such transactions.

         "Fiscal Year" means each period from January 1 to December 31.

         "Fixed  Charge  Coverage  Ratio"  means the ratio of (1) the sum of (a)
Earnings Before Interest, Taxes, Depreciation and Amortization minus (b) the sum
of (i) unfunded Capital  Expenditures  plus (ii) Cash Taxes plus (iii) Dividends
Paid to (2) the sum of (a) Cash Interest  Expenses plus (b) the Current  Portion
of Long Term Debt. Each of the foregoing  categories  shall be measured over the
prior twelve months from the date of calculation thereof,  with the exception of
the Current  Portion of Long Term Debt,  which shall be measured over the future
twelve months from the date of calculation thereof.

         "Fronting Fee" has the meaning specified in Section 3.04.

         "Funded  Debt"  means  all  indebtedness  of BC  and  its  Consolidated
Subsidiaries for borrowed money having an original maturity of one year or more,
including the current portion  thereof and including,  without  limitation,  any
Subordinated Indebtedness.

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

         "Good Faith  Contest"  means the contest of an item if: (1) the item is
diligently contested in good faith by appropriate proceedings timely instituted;
(2) adequate  reserves are  established  with respect to the contested item; (3)
during the period of such contest,  the  enforcement  of any  contested  item is
effectively stayed; and (4) the failure to pay or comply with the contested item
has not and could not result in a Material Adverse Change.

         "Governmental  Approvals" means any authorization,  consent,  approval,
license, permit, certification,  or exemption of, registration or filing with or
report or notice to, any Governmental Authority.

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

         "Guarantors"  means,  collectively,  BAC, BC and each Person who,  from
time to time, becomes a party hereto pursuant to Section 9.10 hereof.

         "Guaranty"  has the meaning  specified in Section  6.01, as same may be
amended, restated, supplemented or otherwise modified from time to time.

         "Hazardous  Materials"  means  any  pollutant,   effluents,  emissions,
contaminants, toxic or hazardous wastes or substances, as any of those terms are
defined from time to time in or for the  purposes of any relevant  Environmental
Law, including asbestos fibers and friable asbestos,  polychlorinated biphenyls,
and any petroleum or hydrocarbon-based products or derivatives.

         "Head Office" means the principal office of the Administrative Agent at
270 Park Avenue, New York, New York 10017.

         "Instrument"  means  with  respect  to any  Letter of Credit any draft,
receipt, acceptance,  teletransmission,  including, but not limited to, telex or
cable, or other written demand for payment.

         "Interest  Expense"  means the  gross  interest  expense  of BC and its
Consolidated  Subsidiaries,  determined  in  accordance  with GAAP  consistently
applied.



                                       9
<PAGE>

         "Interest  Payment Date" shall mean (a) as to any Base Rate Loans,  the
last day of each  month  during the term  hereof;  (b) as to any LIBOR Loan with
respect to which the Borrower has selected an Interest Period of one month,  the
last day of such Interest Period; (c) as to any Libor Loan with respect to which
the Borrower has selected an Interest  Period of two,  three or six months,  one
month from the first day of such Interest Period,  on each one month anniversary
thereafter  and on the last day of the Interest  Period;  (d) as to any Loan, on
the date such Loan is paid in full.

         "Interest  Period"  means,  with respect to any LIBOR Loan,  the period
commencing  on the date such Loan is made,  converted  from a Base Rate Loan, or
continued,  as the case may be, and ending,  as the Borrower may select pursuant
to Section 2.06 on the numerically corresponding day in the first, second, third
or sixth  calendar  month  thereafter,  provided that each such Interest  Period
which  commences on the last Banking Day of a calendar  month (or on any day for
which there is no numerically  corresponding  day in the appropriate  subsequent
calendar  month) shall end on the last Banking Day of the  appropriate  calendar
month.

         "Law" means any federal, state or local statute, law, rule, regulation,
ordinance,  order,  code,  policy or rule of common  law,  now or  hereafter  in
effect,  and in  each  case  as  amended,  and any  judicial  or  administrative
interpretation thereof by a Governmental  Authority or otherwise,  including any
judicial or administrative order, consent decree or judgment.

         "Letter of Credit" means Trade Letters of Credit or Standby  Letters of
Credit, or both, or any or all of the foregoing, all as the context may require.

         "Letter of Credit Commitment" means, collectively,  the Trade Letter of
Credit Commitment and the Standby Letter of Credit Commitment.

         "Letter of Credit Fees" means, collectively, the Trade Letter of Credit
Fee and the Standby Letter of Credit Fee.

         "Letter of Credit Obligations" means, collectively, the Trade Letter of
Credit Obligations and the Standby Letter of Credit Obligations.

         "LIBOR Base Rate" means, with respect to any Interest Period pertaining
to a LIBOR Loan, a rate per annum  (rounded  upwards if necessary to the nearest
1/16 of 1%) equal to the annual rate of interest at which Dollar  deposits of an
amount in immediately  available funds, in an amount comparable to the amount of
the portion of the LIBOR Loan  allocable to the  Administrative  Agent and for a
period  comparable to such Interest Period,  are offered to the principal London
branch of Chase in the London  interbank market for Eurodollars by leading banks
in the  eurodollar  market at  approximately  11:00 a.m.,  London time,  two (2)
Banking Days prior to the first day of such Interest Period.

         "LIBOR  Interest  Rate"  means,  for any LIBOR  Loan,  a rate per annum
(rounded  upwards,  if  necessary,  to the nearest 1/100 of 1% determined by the
Administrative  Agent to be equal to the quotient of (1) the LIBOR Base Rate for
such Loan for the Interest  Period  therefor  divided by (2) one minus the LIBOR
Reserve Requirement for such Loan for such Interest Period.

         "LIBOR  Loan" means any Loan when and to the extent the  interest  rate
for such Loan is determined in relation to the LIBOR Interest Rate.

         "LIBOR  Reserve  Requirement"  means,  for any LIBOR Loan,  the average
maximum  rate  at  which  reserves  (including  any  marginal,  supplemental  or
emergency reserves) are required to be maintained during the Interest Period for
such Loan under  Regulation D by member banks of the Federal  Reserve  System in
New York City with  deposits  exceeding  One  Billion  Dollars  ($1,000,000,000)
against  "Eurocurrency  liabilities"  (as such  term is used in  Regulation  D).
Without  limiting the effect of the  foregoing,  the LIBOR  Reserve  Requirement
shall also reflect any other  reserves  required to be maintained by such member
banks by reason of any Regulatory Change against (1) any category of liabilities
which  includes  deposits  by  reference  to which the LIBOR  Base Rate is to be
determined  as provided  in the  definition  of LIBOR Base Rate in this  Section
1.01,  or (2) any category of extensions of credit or other assets which include
LIBOR Loans.



                                       10
<PAGE>

         "Lien" means any mortgage,  deed of trust,  pledge,  security interest,
hypothecation,  assignment, deposit arrangement, encumbrance, lien (statutory or
other),  or preference,  priority,  or other security  agreement or preferential
arrangement, charge, or encumbrance of any kind or nature whatsoever (including,
without limitation, any conditional sale or other title retention agreement, any
financing  lease having  substantially  the same  economic  effect as any of the
foregoing,  and  the  filing  of  any  financing  statement  under  the  Uniform
Commercial  Code or comparable  law of any  jurisdiction  to evidence any of the
foregoing).

         "Loan Documents" means,  collectively,  this Agreement,  the Notes, the
Letters of Credit and the Security Documents, as each may be amended,  restated,
supplemented or otherwise modified, from time to time.

         "Loans" means the Revolving  Credit Loans or the Term Loan, or both, or
any or all of the foregoing, all as the context may require.

         "Material Adverse Change" means either (1) a material adverse change in
the  status  of  the  business,  assets,  liabilities,  results  of  operations,
condition (financial or otherwise), property or prospects of the Borrower or any
Guarantor,  or (2) any event or occurrence of whatever nature which could have a
material adverse effect on the Borrower's or any Guarantor's  ability to perform
its obligations under the Loan Documents to which it is a party.

         "Multiemployer  Plan" means a Plan defined as such in Section  3(37) of
ERISA to  which  contributions  have  been  made by the  Borrower  or any  ERISA
Affiliate and which is covered by Title IV of ERISA.

         "Net  Income"  means,  for any  period,  the net income  (exclusive  of
extraordinary gains) of BC and its Consolidated  Subsidiaries,  as determined in
accordance with GAAP consistently applied.

         "Notes"  means the  Revolving  Credit Notes or the Term Loan Notes,  or
both, or any or all of the foregoing, all as the context may require.

         "Outstanding  Credit  Facilities"  means at any time an amount equal to
the sum of (1) the aggregate  principal amount of all outstanding Loans, (2) the
Trade  Letter  of  Credit  Obligations,  and (3) the  Standby  Letter  of Credit
Obligations.

         "Parent" means,  with respect to any Bank, any Person  controlling such
Bank.

         "Participating Banks" means each Bank other than Chase.

         "Participation" has the meaning specified in Section 5.01.

         "Patent  Assignment" means the Patent  Assignment  between the Borrower
and the  Administrative  Agent, in the form of Exhibit E, to be delivered by the
Borrower  pursuant  to the  terms  of  this  Agreement,  as  amended,  restated,
supplemented or otherwise modified, from time to time.

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

         "Person" means an individual, partnership, corporation, business trust,
joint  stock  company,  trust,   unincorporated   association,   joint  venture,
Governmental Authority or other entity of whatever nature.

         "Plan"  means  any  employee  benefit  or  other  plan  established  or
maintained,  or to which  contributions  have been made,  by the Borrower or any
ERISA  Affiliate  and which is covered by Title IV of ERISA or to which  Section
412 of the Code applies.

         "Pledge  Agreements"  means the  Pledge  Agreement  (BAC),  the  Pledge
Agreement  (BC) and each  Pledge  Agreement  executed  by any  Person who may be
required  to  execute  the same  pursuant  to  Section  9.10,  each as  amended,
restated, supplemented or otherwise modified, from time to time.

         "Pledge  Agreement  (BAC)" means the Pledge  Agreement in substantially
the form of  Exhibit H hereto,  to be  delivered  by BAC under the terms of this
Agreement.



                                       11
<PAGE>

         "Pledge Agreement (BC)" means the Pledge Agreement in substantially the
form of  Exhibit  G  hereto,  to be  delivered  by BC  under  the  terms of this
Agreement.

         "presence", when used in connection with any Environmental Discharge or
Hazardous  Materials,  means and  includes  presence,  generation,  manufacture,
installation,   treatment,  use,  storage,  handling,   repair,   encapsulation,
disposal, transportation, spill, discharge and release.

         "Prime Rate" means that rate of interest from time to time announced by
Chase at its Principal Office as its prime commercial lending rate.

         "Principal  Office"  means the  principal  office  of Chase,  presently
located at 270 Park Avenue, New York, New York.

         "Prior Credit  Agreement"  shall mean the Credit Agreement and Guaranty
dated as of October 20,  1995,  by and among the  SunRiver  Data  Systems,  Inc.
(n/k/a Boundless  Technologies,  Inc.), SunRiver Acquisition  Corporation (n/k/a
Boundless Acquisition Corp.), All Quotes, Inc. (n/k/a Boundless Corporation) and
SunRiver  Group,  Inc.,  the  Administrative  Agent and the Banks,  as  amended,
modified and supplemented, from time to time prior to the date hereof.

         "Prohibited Transaction" means any transaction set forth in Section 406
of ERISA or Section 4975 of the Code.

         "Projections" means the projections attached hereto as Schedule 1.01A.

         "Pro Rata  Share"  means with  respect to each Bank,  as of the date of
calculation,  a fraction,  the numerator of which is such Bank's  portion of the
Total  Commitment  indicated  adjacent to such Bank's signature on the signature
page hereof or as specified in the applicable  Assignment  and  Assumption  with
respect  to any Bank and the  denominator  of which is the  amount  of the Total
Commitment.

         "Quarterly Dates" means the last day of each March, June, September and
December occurring on or after the Closing Date.

         "Regulation  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System.

         "Regulatory  Change" means,  with respect to any Bank, any change after
the date of this Agreement in United States federal, state, municipal or foreign
Laws or  regulations  (including  Regulation  D) or the adoption or making after
such date of any interpretations,  directives or requests applying to a class of
banks  including  such  Bank of or under  any  United  States,  federal,  state,
municipal  or foreign  Laws or  regulations  (whether or not having the force of
Law) by any  court  or  governmental  or  monetary  authority  charged  with the
interpretation or administration thereof.

         "Reportable Event" means any of the events set forth in Section 4043(b)
of ERISA.

         "Required  Banks"  means at any time the Banks  holding at least  sixty
percent (60%) of the then aggregate  unpaid  principal amount of the Outstanding
Credit Facilities or, if no Credit Facility is then outstanding, Banks having at
least sixty percent (60%) of the Total Commitments.

         "Revolving  Credit  Commitment"  has the meaning  specified  in Section
2.01.

         "Revolving    Credit    Facility"   means   Fifteen   Million   Dollars
($15,000,000).

         "Revolving  Credit Facility (Letter of Credit)" means the lesser of (1)
Five Million Dollars  ($5,000,000) or (2) the Revolving Credit Facility less the
aggregate principal amount of all outstanding Revolving Credit Loans.

         "Revolving  Credit  Facility  (Loans)"  means  the  lesser  of (a)  the
Revolving Credit Facility less the aggregate amount of all outstanding Letter of
Credit  Obligations and (b) the Borrowing Base less the aggregate  amount of all
outstanding Letter of Credit Obligations.



                                       12
<PAGE>

         "Revolving Credit Loans" has the meaning specified in Section 2.01.

         "Revolving Credit Note" has the meaning specified in Section 2.09.

         "Security  Agreement"  shall mean,  with respect to the  Borrower,  the
Security  Agreement,  in the form  attached  hereto as Exhibit  C-1,  and,  with
respect to each Guarantor, the Guarantor Security Agreement in the form attached
hereto as Exhibit C-2 to be executed  and  delivered  on the Closing Date by the
Borrower  and each  Guarantor,  respectively,  pursuant to Section  7.01(5) and,
thereafter,  by any Person who may be required  to execute the same  pursuant to
Section  9.10,  as  each  of  the  same  may  hereafter  be  amended,  restated,
supplemented or otherwise modified from time to time.

         "Security   Documents"  means  the  Security   Agreement,   the  Patent
Assignment,  Trademark Security Interest Agreement,  Copyright Security Interest
Agreement and the Pledge Agreements.

         "Solvent"  means,  when used with  respect to any Person,  that (1) the
fair value of the property of such Person,  on a going concern basis, is greater
than the total amount of liabilities (including, without limitation,  contingent
liabilities) of such Person, (2) the present fair salable value of the assets of
such Person,  on a going concern basis, is not less than the amount that will be
required  to pay the  probable  liabilities  of such Person on its debts as they
become  absolute and  matured,  (3) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay as such debts and liabilities  mature, and (4) such Person is not engaged in
business  or a  transaction,  and  is not  about  to  engage  in  business  or a
transaction,  for which such Person's  property  would  constitute  unreasonably
small capital after giving due  consideration to the prevailing  practice in the
industry  in which  such  Person  is  engaged.  Contingent  liabilities  will be
computed  at the  amount  that,  in light  of all the  facts  and  circumstances
existing at such time,  represents the amount that can reasonably be expected to
become an actual or matured liability.

         "Standby Letter of Credit" has the meaning specified in Section 3.02.

         "Standby  Letter of Credit  Commitment"  has the meaning  specified  in
Section 3.02.

         "Standby Letter of Credit Facility" means the Revolving Credit Facility
(Letters of Credit) less the aggregate  principal  amount of all Trade Letter of
Credit Obligations.

         "Standby  Letter of Credit  Fee" has the meaning  specified  in Section
3.04.

         "Standby  Letter  of  Credit  Obligations"  means at any time an amount
equal to the sum of: (1) the  aggregate  unused face  amount of all  outstanding
Standby  Letters of Credit,  plus (2) the aggregate  amount of all  unreimbursed
obligations on Standby Letters of Credit.

         "Subordinated  Indebtedness" means indebtedness of the Borrowers or any
Guarantor which is subordinated pursuant to terms reasonably satisfactory to the
Required Banks to the obligations of such entities to the Banks.

         "Subsidiary"  means, as to any Person, a corporation of which shares of
stock having  ordinary  voting power (other than stock having such power only by
reason of the  happening of a  contingency)  to elect a majority of the board of
directors or other managers of such  corporation  are at the time owned,  or the
management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person.

         "Supplemental  Letter" means the letter agreement dated as of March 11,
1999,  between the Borrower  and Chase with respect to agency and certain  other
fees.

         "Taxes"  means,  for any  period,  the income tax expense of BC and its
Consolidated  Subsidiaries,  as determined in accordance with GAAP  consistently
applied.

         "Term Loan" has the meaning specified in Section 2.02.



                                       13
<PAGE>

         "Term Loan Note" has the meaning specified in Section 2.09.

         "Termination Date" means April 14, 2002.

         "Total  Assets"  means  the  total  assets  of  the  Borrower,  all  as
determined in accordance with GAAP.

         "Total   Commitment"  shall  mean  the  sum  of  the  Revolving  Credit
Commitment and the Term Loan.

         "Trade Letter of Credit" has the meaning specified in Section 3.01.

         "Trade  Letter of  Credit  Commitment"  has the  meaning  specified  in
Section 3.01.

         "Trade Letter of Credit  Facility" means the Revolving  Credit Facility
(Letters of Credit) less the aggregate principal amount of all Standby Letter of
Credit Obligations.

         "Trade Letter of Credit Fee" has the meaning specified in Section 3.04.

         "Trade Letter of Credit  Obligations" means at any time an amount equal
to the sum of: (1) the  aggregate  unused face amount of all  outstanding  Trade
Letters of Credit plus (2) the aggregate amount of all unreimbursed  obligations
on Trade Letters of Credit.

         "Trademark  Security Interest  Agreement" means the Trademark  Security
Interest  Agreement  between the Borrower and the  Administrative  Agent, in the
form of Exhibit F, to be delivered by the Borrower pursuant to the terms of this
Agreement, as same may be amended, restated, supplemented or otherwise modified,
from time to time.

         "Type" means, with regard to each Loan, such Loan is either a Base Rate
Loan or a LIBOR Loan.

         "Uniform  Customs and Practice"  means,  with respect to each Letter of
Credit, the Uniform Customs and Practice for Documentary Letters of Credit (1993
Revision),  International  Chamber of  Commerce  Publication  No.  500,  and any
subsequent  revision  thereof  adhered  to by Chase on the date  such  Letter of
Credit is issued.

         Section 1.02.  Accounting  Terms. All accounting terms not specifically
defined  herein shall be  construed  in  accordance  with GAAP,  and,  except as
otherwise  specified  in this  Agreement,  all  financial  data  required  to be
delivered hereunder shall be prepared in accordance with GAAP.

         Section 1.03. Computation of Time Periods. Except as otherwise provided
herein,  in this  Agreement,  in the  computation  of  periods  of  time  from a
specified  date to a later  specified  date,  the word  "from"  means  "from and
including" and words "to" and "until" each means "to but excluding".

         Section 1.04. Rules of Construction.  When used in this Agreement:  (1)
"or" is not  exclusive;  (2) a reference  to a Law  includes  any  amendment  or
modification  to such Law;  (3) a reference to a Person  includes its  permitted
successors  and  permitted  assigns;  and  (4)  a  reference  to  an  agreement,
instrument or document shall include such  agreement,  instrument or document as
the  same  may be  amended,  modified  or  supplemented  from  time  to  time in
accordance with its terms and as permitted by the Loan Documents.


                                ARTICLE II. LOANS

         Section 2.01. Revolving Credit.  Subject to the terms and conditions of
this Agreement, each of the Banks severally agrees to make loans (the "Revolving
Credit  Loans")  pro rata  according  to each such  Bank's Pro Rata Share of the
Revolving Credit  Facility,  to the Borrower from time to time during the period
from the Closing Date up to but not including  the  Termination  Date,  provided
that the aggregate principal amount of all Revolving Credit Loans outstanding at
any time does not exceed the Revolving  Credit Facility  (Loans) (the "Revolving
Credit  Commitment").  Each  Revolving  Credit  Loan which shall not utilize the
Revolving  Credit  Facility in full shall be in the minimum  amount set forth in


                                       14
<PAGE>

Section 2.15.  Within the limits of the Revolving Credit Facility,  the Borrower
may borrow,  make an optional  prepayment pursuant to Section 2.10, and reborrow
under this Section 2.01.

         The failure of any Bank to make any requested  Revolving Credit Loan to
be made by it on the date  specified  for such  Revolving  Credit Loan shall not
relieve any other Bank of its obligation (if any) to make such Revolving  Credit
Loan on such date, but no Bank shall be responsible for the failure of any other
Bank to make such Revolving Credit Loan to be made by such other Bank.

         Section 2.02.  Term Loan.  Subject to the terms and  conditions of this
Agreement,  the Bank's severally agree to make a loan (the "Term Loan") pro rata
according to each Bank's Pro Rata Share of the Term Loan, to the Borrower on the
Closing  Date in the  principal  amount of Four  Million  Dollars  ($4,000,000).
Amounts prepaid on the Term Loan cannot be reborrowed.

         Section  2.03.  All Loans.  The Loans may be: (1) Base Rate Loans;  (2)
LIBOR Loans;  or (3) any  combination  of the  foregoing,  as  determined by the
Borrower and notified to the  Administrative  Agent in  accordance  with Section
2.04 and  Section  2.14,  provided  that no LIBOR Loan shall be  available  if a
Default or Event of Default  shall have  occurred and is then  continuing.  Each
type of Loan shall be made and  maintained  at such  Bank's  Applicable  Lending
Office for such type of Loan.

         Section 2.04.  Notice and Manner of Borrowing.  The Borrower shall give
the Administrative Agent at least three (3) Banking Days, written or telegraphic
or  facsimile  notice  (effective  upon  receipt) of any Loan to which the LIBOR
Interest Rate applies.  The Borrower shall give the Administrative Agent written
or telegraphic or facsimile notice (effective upon receipt) of any Loan to which
the Base Rate  applies by not later than 10:00 A.M.  (New York time) on the date
of such Loan. Each of the foregoing notices (a "Borrowing Notice") must specify:
(1) the date and the  amount of such Loan;  (2)  either  that the Loan will bear
interest  at (a) the Base  Rate  plus the  Applicable  Margin  or (b) the  LIBOR
Interest Rate plus the Applicable  Margin;  and (3) in the case of a LIBOR Loan,
the initial Interest Period applicable thereto.  Each borrowing of an LIBOR Loan
shall be an amount not less than  $1,000,000  or whole  multiples of $100,000 in
excess thereof. Except for borrowings which utilize the full remaining amount of
the Total  Commitment,  each borrowing of a Base Rate Loan shall be in an amount
not less than $1,000,000,  or if greater,  whole multiples of $100,000 in excess
thereof.  The Administrative  Agent will promptly notify each Bank of receipt by
the Administrative  Agent of a Borrowing Notice and of the contents thereof. Not
later than 10:00 A.M.  (New York time) on the date of a LIBOR Loan and 2:00 P.M.
(New York time) on the date of a Base Rate Loan,  each Bank will make  available
to the  Administrative  Agent at the Head Office in immediately  available funds
such  Bank's  Pro Rata  Share of such  Loan.  After the  Administrative  Agent's
receipt  of such  funds,  not later  than noon (New York  time) on the date of a
LIBOR Loan and 3:00 P.M.  (New York  time) on the date of a Base Rate Loan,  and
upon  fulfillment  of the  applicable  conditions  set forth in Article  VII the
Administrative   Agent  will  make  such  Loan  available  to  the  Borrower  in
immediately  available  funds by crediting the amount  thereof to the Borrower's
account with the Administrative Agent.

         Section 2.05.  Non-Receipt of Funds by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Bank prior to the date on
which such Bank is to provide funds to the Administrative Agent for a Loan to be
made by such Bank that such Bank will not make  available to the  Administrative
Agent such funds,  the  Administrative  Agent may assume that such Bank has made
such funds  available  to the  Administrative  Agent on the date of such Loan in
accordance with Section 2.04 and the Administrative Agent in its sole discretion
may,  but shall not be  obligated  to, in reliance  upon such  assumption,  make
available to the  Borrower on such date a  corresponding  amount.  If and to the
extent such Bank shall not have made such funds available to the  Administrative
Agent,  such Bank agrees to repay the  Administrative  Agent forthwith on demand
such corresponding  amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount is
repaid  to  the  Administrative   Agent,  at  the  customary  rate  set  by  the
Administrative  Agent for the  correction  of errors  among  banks for three (3)
Banking Days and  thereafter  at the Base Rate.  If such Bank shall repay to the
Administrative  Agent such  corresponding  amount,  such amount so repaid  shall
constitute  such Bank's Loan for purposes of this  Agreement.  If such Bank does
not pay such corresponding  amount forthwith upon Administrative  Agent's demand


                                       15
<PAGE>

therefor,  the Administrative Agent shall promptly notify the Borrower,  and the
Borrower shall immediately pay such  corresponding  amount to the Administrative
Agent  with  interest  thereon,  for each day from the date such  amount is made
available  to  the  Borrower  until  the  date  such  amount  is  repaid  to the
Administrative  Agent,  at the rate of interest  applicable  at the time to such
proposed Loan.

         Unless the  Administrative  Agent shall have  received  notice from the
Borrower  prior to the date on which any  payment  is due to any Bank  hereunder
that the Borrower will not make such payment in full, the  Administrative  Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative  Agent in its sole discretion may, but
shall  not be  obligated  to, in  reliance  upon  such  assumption,  cause to be
distributed to each Bank on such due date an amount equal to the amount then due
such Bank. If and to the extent the Borrower shall not have so made such payment
in full to the Administrative Agent, each Bank shall repay to the Administrative
Agent  forthwith on demand such amount  distributed  to such Bank  together with
interest thereon,  for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Administrative Agent, at
the customary rate set by the Administrative  Agent for the correction of errors
among banks for three (3) Banking Days and thereafter at the Base Rate.

         Section 2.06.  Interest  Periods;  Renewals.  In the case of each LIBOR
Loan, the Borrower shall select an Interest Period of any duration in accordance
with the definition of Interest Period in Section 1.01, subject to the following
limitations:  (1) no Interest Period may extend beyond the Termination Date; (2)
no Interest  Period  shall have a duration  less than one (1) month,  and if any
such proposed  Interest  Period would  otherwise be for a shorter  period,  such
Interest Period shall not be available; (3) if an Interest Period would end on a
day which is not a Banking Day,  such  Interest  Period shall be extended to the
next  Banking  Day,  unless,  such  Banking Day would fall in the next  calendar
month,  in  which  event  such  Interest  Period  shall  end on the  immediately
preceding Banking Day and (4) the Borrower shall select an Interest Period so as
not to require a payment or  prepayment  of any LIBOR  Loan  during an  Interest
Period for such LIBOR Loan. In addition,  the Borrower  agrees that no more than
six (6) Interest Periods can be in effect at the same time.

         Upon notice to the  Administrative  Agent as provided in Section  2.14,
the Borrower may Continue any LIBOR Loan on the last day of the Interest  Period
of the same or different  duration in accordance with the  limitations  provided
above. If the Borrower shall fail to give notice to the Administrative  Agent of
such a Continuation, such LIBOR Loan shall automatically become a Base Rate Loan
on the last day of the current Interest Period.

         Section  2.07.  Interest.  (a) The  Borrower  shall pay interest to the
Administrative  Agent for the account of each Bank on the outstanding and unpaid
principal  amount  of the  Loans  at a rate  per  annum  as  follows:  (1) for a
Revolving Credit Loan which is a Base Rate Loan at a rate equal to the Base Rate
plus the Applicable  Revolving  Credit Margin;  (2) for a Revolving  Credit Loan
which  is a LIBOR  Loan at a rate  equal to the  LIBOR  Interest  Rate  plus the
Applicable  Revolving  Credit  Margin;  (3) for a Term Loan which is a Base Rate
Loan at a rate equal to the Base Rate plus the Applicable Term Loan Margin;  and
(4) for a Term  Loan  which is a LIBOR  Rate  Loan at a rate  equal to the LIBOR
Interest Rate plus the Applicable Term Loan Margin.  All LIBOR Loans made by the
Banks pursuant to the Prior Credit Agreement and outstanding on the Closing Date
shall accrue interest from and after the Closing Date as set forth above.

         (b) The interest rate on each Base Rate Loan shall change when the Base
Rate  changes.  Interest  on each  Loan  shall not  exceed  the  maximum  amount
permitted under applicable Law and shall be calculated on the basis of a year of
three hundred sixty (360) days for the actual number of days elapsed.

         (c) Upon the  occurrence  and  during  the  continuance  of an Event of
Default  arising  from any  event  set forth in  Section  12.01 the  outstanding
principal  amount of the Loans  (excluding  any  defaulted  payment of principal
accruing interest in accordance with clause (d) below),  shall, at the option of
the Required Banks, bear interest payable on demand at the Default Rate and (ii)
commissions  charged with respect to Standby Letter of Credit  Obligations shall
increase to a rate 2% in excess of the rate otherwise then in effect.



                                       16
<PAGE>

         (d) If the Borrower shall default in the payment of the principal or of
interest on any portion of any Loan or any other amount  becoming due hereunder,
whether  with  respect to  reimbursement  of drawings  under  Letters of Credit,
interest, fees, expenses or otherwise, the Borrower shall on demand from time to
time  pay  interest  on such  defaulted  amount  accruing  from the date of such
default (without  reference to any period of grace) up to and including the date
of actual payment  (after as well as before  judgment) at a rate of 2% per annum
in excess of the Base Rate.

         (e) Interest on each Loan shall be payable in arrears on each  Interest
Payment Date and shall be  calculated on a year of 360 days and shall be payable
for the actual days elapsed. Any rate of interest on the Loans or other Borrower
Obligations  which is computed  on the basis of the Base Rate shall  change when
and as the Base Rate changes in accordance  with the  definition  thereof.  Each
determination  by the Agent of an interest rate or fee hereunder  shall,  absent
manifest error, be conclusive and binding for all purposes.

         Section 2.08. Fees. (a) Commitment Fee. For the period from the Closing
Date to the Termination  Date, the Borrower agrees to pay to the  Administrative
Agent  for the  account  of each  Bank a  commitment  fee on the  average  daily
difference between (1) Fifteen Million Dollars  ($15,000,000) and (2) the sum of
(a) the aggregate  principal  amount of all outstanding  Revolving Credit Loans,
plus (b) the  Letter  of  Credit  Obligations,  at the rate of  one-half  of one
percent  (1/2%) per annum,  based on a year of three  hundred  sixty (360) days,
payable in  arrears  on each  Quarterly  Date  during the term of the  Revolving
Credit Commitment,  commencing June 30, 1999, and ending on the Termination Date
(the   "Commitment   Fee").   Upon  receipt  of  any  such  Commitment  Fee  the
Administrative  Agent will promptly  thereafter  cause to be  distributed to the
Banks their respective Pro Rata Share of such fee.

         (b) Facility  Fee. On the Closing Date,  the Borrower  agrees to pay to
the  Administrative  Agent a  syndication  fee of One Hundred  Thousand  Dollars
($100,000),  such fee to be distributed to the Banks based upon their respective
Pro Rata Share.

         (c) Agency  Fee.  On the Closing  Date and on each  anniversary  of the
Closing  Date  thereafter,  the  Borrower  agrees to pay to  Chase,  for its own
account, an agency fee of Thirty Five Thousand Dollars ($35,000).

         (d) Other  Fees.  The  Borrower  agrees  to pay to Chase  such fees and
compensation as specified in the Supplemental Letter.

         Section 2.09. Notes. All Revolving Credit Loans made by each Bank under
this  Agreement  shall be evidenced  by, and repaid with  interest in accordance
with, a promissory note of the Borrower in  substantially  the form of Exhibit A
duly completed,  in the principal  amount equal to such Bank's Pro Rata Share of
the Revolving Credit Facility,  dated the date such Bank becomes a Bank, payable
to such Bank for the account of its Applicable Lending Office and maturing as to
principal on the Termination  Date (the "Revolving  Credit Note").  Each Bank is
hereby  authorized  by the Borrower to endorse on the  schedule  attached to the
Revolving  Credit Note held by it the amount of each Revolving  Credit Loan, the
type of the Revolving Credit Loan and each Conversion,  Continuation and payment
of  principal  amount  received by such Bank for the  account of its  Applicable
Lending  Office on account of its  Revolving  Credit  Loans,  which  endorsement
shall,  in the absence of manifest  error,  be conclusive as to the  outstanding
balance of the Revolving Credit Loans made by such Bank; provided, however, that
the failure to make such notation  with respect to any Revolving  Credit Loan or
Conversion,  Continuation  or payment  shall not limit or  otherwise  affect the
obligations of the Borrower  under this  Agreement or the Revolving  Credit Note
held by such  Bank.  Each  Bank  agrees  that  prior  to any  assignment  of its
Revolving  Credit Note it will  endorse the schedule  attached to its  Revolving
Credit Note.

         The Term Loan made by each Bank under this Agreement shall be evidenced
by, and repaid with  interest  in  accordance  with,  a  promissory  note of the
Borrower in substantially  the form of Exhibit B duly completed,  and payable to
the order of such Bank for the account of its Applicable  Lending Office (each a
"Term Loan Note").  Each Term Loan Note shall be (a) dated the Closing Date, (b)
stated to mature on the  Termination  Date and (c)  payable as to  principal  in
twelve (12) consecutive  equal quarterly  installments  commencing June 30, 1999
and continuing on each Quarterly  Date  thereafter.  The amount of such payments


                                       17
<PAGE>

received by each Bank on each of the initial eleven (11)  Quarterly  Dates shall
be in the  amount  equal to  one-twelfth  of such  Bank's  Pro Rata Share of the
original principal amount of the Term Loan and the last installment  received by
each Bank shall be in the amount of such Bank's Pro Rata Share of the  remaining
principal amount outstanding on the Termination Date. Each Banks' Term Loan Note
shall  bear  interest  from the date  thereof  until  paid in full on the unpaid
principal  amount  thereof  from  time to  time  outstanding  at the  applicable
interest rate per annum  determined as provided in, and payable as specified in,
Section 2.07.

         Section 2.10. Optional Prepayments. The Borrower may, upon at least one
(1) Banking  Day's  notice to the  Administrative  Agent in the case of Loans to
which the Base Rate applies,  and at least three (3) Banking Days' notice to the
Administrative  Agent in the case of Loans to  which  the  LIBOR  Interest  Rate
applies,  prepay the Revolving  Credit Notes or the Term Loan Notes, in whole or
in part with  accrued  interest  to the date of such  prepayment  on the  amount
prepaid,  provided  that (1) each  partial  prepayment  shall be in a  principal
amount  of not less than Two  Hundred  Fifty  Thousand  ($250,000)  Dollars  and
integral multiples of One Hundred Thousand Dollars ($100,000);  and (2) Loans to
which the LIBOR Interest Rate applies may be prepaid only on the last day of the
Interest  Period for such Loan  unless the  Borrower  pays the Banks all amounts
required to be paid under Section 2.21.  Each  prepayment of the Term Loan shall
be applied in inverse order to the remaining scheduled  installment of principal
on such Term Loan.

         Section 2.11.  Mandatory  Prepayment.  To the extent that the aggregate
principal  amount  of the  Revolving  Credit  Loans  plus the  Letter  of Credit
Obligations  exceeds the Borrowing  Base as in effect at any time,  the Borrower
shall  immediately  prepay the Revolving Credit Loans to the extent necessary to
cause  compliance with the Borrowing  Base. To the extent that such  prepayments
are insufficient to cause compliance with the Borrowing Base, the Borrower shall
pledge to the Administrative Agent for the ratable benefit of the Banks, cash or
cash  equivalents   (satisfactory  to  the  Administrative   Agent)  subject  to
collateral margins acceptable to the Administrative Agent, in an amount equal to
the  amount  of  such  short-fall,   which  cash  collateral  shall  secure  the
reimbursement  obligations  with respect to Letters of Credit.  All  prepayments
shall be applied, first, to Base Rate Loans outstanding,  second, to LIBOR Loans
outstanding,   and,   third,   to  Letters  of  Credit  in  such  order  as  the
Administrative  Agent shall determine in its sole and absolute  discretion.  All
prepayments  shall be  accompanied by accrued  interest on the principal  amount
being prepaid to the date of prepayment.

         Section 2.12.  Method of Payment.  The Borrower shall make each payment
under this  Agreement  and under the Notes not later  than 11:00 A.M.  (New York
time)  on the  date  when  due in  Dollars  to the  Administrative  Agent at the
Administrative   Agent's  Head  Office  in  immediately   available  funds.  The
Administrative  Agent will promptly  thereafter  cause to be distributed to each
Bank (1) such Bank's Pro Rata Share of the payments of principal and interest in
like funds for the account of such Bank's  Applicable  Lending  Office,  and (2)
fees payable to such Bank in accordance  with the terms of this  Agreement.  The
Borrower  hereby  authorizes  the  Administrative  Agent,  if and to the  extent
payment is not made when due under this Agreement or under the Notes,  to charge
from time to time against any account it maintains with the Administrative Agent
or any Bank any amount so due to the Administrative Agent and/or the Banks.

         Except to the extent provided in this  Agreement,  whenever any payment
to be made under this  Agreement or under the Notes shall be stated to be due on
any day  other  than a  Banking  Day,  such  payment  shall  be made on the next
succeeding  Banking  Day,  and such  extension  of time  shall  in such  case be
included in the  computation  of the payment of interest and the  Commitment Fee
and other fees, as the case may be.

         Section 2.13.  Use of Proceeds.  The proceeds of the  Revolving  Credit
Loans  hereunder  will be used by the Borrower to (a)  partially  refinance  the
Existing  Indebtedness  and (b) finance the ongoing working capital needs of the
Borrower in the ordinary course of business,  and (c) the issuance of Letters of
Credit (up to the amount of the Revolving  Credit Facility  (Letter of Credit)).
The proceeds of the Term Loan shall be used to partially  refinance the Existing
Indebtedness.  The Borrower will not,  directly or  indirectly,  use any part of
such  proceeds for the purpose of purchasing or carrying any margin stock within
the meaning of  Regulation U of the Board of  Governors  of the Federal  Reserve


                                       18
<PAGE>

System or to extend  credit to any  Person  for the  purpose  of  purchasing  or
carrying any such margin stock.

         Section 2.14.  Conversions or Continuation of Loans. Subject to Section
2.15 hereof,  the Borrower  shall have the right to Convert Base Rate Loans into
LIBOR Loans,  Convert LIBOR Loans into Base Rate Loans,  or Continue LIBOR Loans
as  LIBOR  Loans,  at any  time or from  time to time,  provided  that:  (1) the
Borrower shall give the  Administrative  Agent notice of each such Conversion or
Continuation  as provided in Section 2.16;  and (2) LIBOR Loans may be Converted
or Continued  only on the last day of an Interest  Period for such Loans and (3)
in the event of a Continuation of or Conversion into a LIBOR Loan, no Default or
Event of Default shall have occurred and is then continuing.

         Section 2.15.  Minimum  Amounts.  The Loans,  and each  Conversion  and
Continuation  of LIBOR Loans  shall,  in the case of Base Rate  Loans,  be in an
amount  at least  equal to One  Million  Dollars  ($1,000,000)  and in  integral
multiples of One Hundred  Thousand  Dollars  ($100,000) and in the case of LIBOR
Loans, be in an amount at least equal to One Million Dollars ($1,000,000) and in
integral  multiples  of One Hundred  Thousand  Dollars  ($100,000)  (LIBOR Loans
having  different  Interest  Periods  at the same  time  hereunder  to be deemed
separate Loans and Conversions and  Continuations for purposes of the foregoing,
one for each  Interest  Period).  Anything  in this  Agreement  to the  contrary
notwithstanding,  the aggregate  principal amount of LIBOR Loans having the same
Interest Period shall be at least equal to One Million Dollars  ($1,000,000) and
integral  multiples  thereof of One Hundred Thousand Dollars  ($100,000) and, if
any LIBOR Loan would otherwise be in a lesser  principal  amount for any period,
such LIBOR Loan shall be a Base Rate Loan during such period.

         Section  2.16.  Certain  Notices.   Notices  by  the  Borrower  to  the
Administrative Agent of Conversions, and Continuations of LIBOR Loans and of the
duration of Interest Periods shall be irrevocable and shall be effective only if
received by the  Administrative  Agent not later than 10:00 a.m. (New York time)
on the number of Banking Days prior to the date of the relevant Conversion,  and
Continuation or the first day of such Interest Period specified below:

                                                                   Number of
                  Notice                                      Banking Days Prior
                  ------                                      ------------------

                  Conversions into Base
                  Rate Loans                                        same day

                  Conversions into, Continuations
                  as, or duration of Interest
                  Period for, LIBOR Loans                           three (3)

Each such notice of  Conversion  or  Continuation  shall  specify the Loan to be
Converted or Continued and the amount  (subject to Section 2.15 hereof)  thereof
and the date of Conversion or Continuation  (which shall be a Banking Day). Each
such notice of the duration of an Interest  Period shall specify the LIBOR Loans
to which such Interest Period is to relate. In the event that the Borrower fails
to select the type of Loan, or the duration of any Interest Period for any LIBOR
Loan within the time period and otherwise as provided in this Section 2.16, such
Loan (if  outstanding  as a LIBOR Loan) will be  automatically  Converted into a
Base  Rate Loan on the last day of the then  current  Interest  Period  for such
LIBOR Loan.

         Section 2.17. Additional Costs. The Borrower shall pay directly to each
Bank from time to time on demand such  amounts as such Bank may  determine to be
necessary to compensate it for any  increased  costs which such Bank  determines
are  attributable to its making or maintaining any LIBOR Loan, or its obligation
to Convert any Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any
amount  receivable by such Bank  hereunder in respect of any of such LIBOR Loans
or such obligation (such increases in costs and reductions in amounts receivable
being herein called  "Additional  Costs"),  resulting from any Regulatory Change
which:

                   (1) changes  the basis of taxation of any amounts  payable to
such Bank  under  this  Agreement  or the Notes in  respect of any of such LIBOR
Loans (other than changes in the rate of general  corporate,  franchise,  branch
profit,  net income or other  income tax imposed on such Bank or its  Applicable


                                       19
<PAGE>

Lending office by the  jurisdiction in which such Bank has its principal  office
or such Applicable Lending Office); or

                   (2) (other than to the extent the LIBOR  Reserve  Requirement
is taken into account in determining the LIBOR Base Rate at the  commencement of
the  applicable  Interest  Period)  imposes or  modifies  any  reserve,  special
deposit,  deposit  insurance or assessment,  minimum  capital,  capital ratio or
similar requirements relating to any extensions of credit or other assets of, or
any deposits with or other  liabilities of, such Bank (including any LIBOR Loans
or any  deposits  referred  to in the  definition  of "LIBOR  Interest  Rate" in
Section 1.01 hereof),  or any  commitment of the Bank  (including  the Revolving
Credit Commitment hereunder); or

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

         Without limiting the effect of the provisions of the first paragraph of
this Section 2.17, in the event that, by reason of any  Regulatory  Change,  any
Bank either (1) incurs Additional Costs based on or measured by the excess above
a specified  level of the amount of a category of deposits of other  liabilities
of such Bank which  includes  deposits by reference to which the LIBOR  Interest
Rate is determined as provided in this  Agreement or a category of extensions of
credit or other  assets of such Bank  which  includes  loans  based on the LIBOR
Interest Rate, or (2) becomes  subject to  restrictions  on the amount of such a
category  of  liabilities  or assets  which it may hold,  then,  if such Bank so
elects by notice to the Borrower (with a copy to the Administrative  Agent), the
obligation of such Bank to make or Continue,  or to Convert Base Rate Loans into
LIBOR Loans shall be  suspended  until such  Regulatory  Change  ceases to be in
effect  (in  which  case  the   provisions  of  Section  2.18  hereof  shall  be
applicable).

         Determinations  and  allocations  by such  Bank  for  purposes  of this
Section  2.17 of the effect of any  Regulatory  Change  pursuant to the first or
second  paragraph  of this  Section  2.17,  on its  costs or rate of  return  of
maintaining  the Loans or on amounts  receivable  by it in respect of the Loans,
and the amounts  required to compensate such Bank under this Section 2.17, shall
be conclusive absent manifest error.

         Section  2.18.  Limitation  on Types of Loans.  Anything  herein to the
contrary  notwithstanding,  if,  on or prior to the  determination  of the LIBOR
Interest Rate for any Interest Period:

                   (1) the Administrative  Agent determines (which determination
shall be conclusive) that quotations of interest rates for the relevant deposits
referred to in the  definition of "LIBOR  Interest  Rate" in Section 1.01 hereof
are not being  provided in the relevant  amounts or for the relevant  maturities
for  purposes of  determining  rates of interest  for LIBOR Loans as provided in
this Agreement; or

                   (2) the Required Banks determine (which  determination  shall
be conclusive) that the relevant rates of interest referred to in the definition
of "LIBOR Interest Rate" in Section 1.01 hereof upon the basis of which the rate
of interest for LIBOR Loans for such Interest  Period is to be determined do not
adequately cover the cost to the Banks of making or maintaining such LIBOR Loans
for such Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof, and
so long as such  condition  remains  in  effect,  the  Banks  shall  be under no
obligation  to make LIBOR  Loans,  Convert  Base Rate Loans into LIBOR  Loans or
Continue  LIBOR  Loans and the  Borrower  shall,  on the last day(s) of the then
current Interest  Period(s) for the outstanding LIBOR Loans,  either prepay such
LIBOR Loans or Convert such LIBOR Loans into a Base Rate Loan in accordance with
Section 2.14.

         Section 2.19.  Illegality.  Notwithstanding any other provision of this
Agreement,  in the event that it becomes unlawful for any Bank or its Applicable
Lending  Office to honor its  obligation  to make or maintain or Continue  LIBOR
Loans  hereunder  or Convert  Base Rate Loans into LIBOR  Loans,  then such Bank
shall promptly notify the Administrative Agent and the Borrower thereof and such
Bank's obligation to make or Continue, or to Convert Base Rate Loans into, LIBOR
Loans  shall be  suspended  until  such  time as such  Bank may  again  make and


                                       20
<PAGE>

maintain  LIBOR Loans (in which case the provisions of Section 2.20 hereof shall
be applicable).

         Section 2.20.  Treatment of Affected  Loans.  If the obligations of any
Bank to make or Continue  LIBOR Loans,  or to Convert Base Rate Loans into LIBOR
Loans are  suspended  pursuant to Section  2.17 or 2.19 hereof  (LIBOR  Loans so
affected being herein called "Affected Loans"), such Bank's Affected Loans shall
be  automatically  Converted into Base Rate Loans on the last day(s) of the then
current  Interest  Period(s)  for  the  Affected  Loans  (or,  in the  case of a
Conversion  required by Section 2.17 or 2.19,  on such earlier date as such Bank
may specify to the Borrower).

         To the extent that such Bank's  Affected  Loans have been so Converted,
all payments and  prepayments of principal  which would  otherwise be applied to
such Bank's Affected Loans shall be applied instead to its Base Rate Loans.  All
Loans which would  otherwise  be made or  Continued  by such Bank as LIBOR Loans
shall be made or Continued instead as Base Rate Loans and all Base Rate Loans of
such Bank which would  otherwise be  Converted  into LIBOR Loans shall remain as
Base Rate Loans.

         Section  2.21.  Certain  Compensation.  The  Borrower  shall pay to the
Administrative Agent for the account of the applicable Bank, upon the request of
such Bank through the  Administrative  Agent, such amount or amounts as shall be
sufficient  (in the  reasonable  opinion of such Bank) to  compensate it for any
loss, cost or expense which such Bank determines is attributable to:

                   (1) any payment, prepayment,  Conversion or Continuation of a
LIBOR Loan made by such Bank on a date  other  than the last day of an  Interest
Period for such Loan whether by reason of acceleration or otherwise; or

                   (2) any  failure  by the  Borrower  for any reason to borrow,
Convert or Continue a LIBOR Loan to be made, Converted or Continued by such Bank
on the date specified therefor in the relevant notice issued by the Borrower.

         Without  limiting the  foregoing,  such  compensation  shall include an
amount  equal  to the  excess,  if any,  of (1) the  amount  of  interest  which
otherwise would have accrued on the principal amount so paid, prepaid, Converted
or Continued or not borrowed, Converted or Continued for the period from date of
such  payment,  prepayment,  Conversion  or  Continuation  or failure to borrow,
Convert or Continue to the last day of the then current Interest Period for such
LIBOR Loan (or, in the case of a failure to borrow,  Convert or Continue, to the
last day of the Interest  Period for such LIBOR Loan which would have  commenced
on the date specified therefor in the relevant notice) at the applicable rate of
interest  for such  LIBOR  Loan  provided  for  herein;  over (2) the  amount of
interest (as reasonably  determined by such Bank) which such Bank would have bid
in the London interbank market for Dollar  deposits,  for amounts  comparable to
such principal amount and maturities  comparable to such period. A determination
of any Bank as to the amounts  payable  pursuant to this  Section  2.21 shall be
conclusive absent manifest error.

         Section 2.22. Capital Adequacy.  (a) In the event that any introduction
of or change in, on or after the date hereof,  any applicable  law,  regulation,
treaty,  order,  directive  or in  the  interpretation  or  application  thereof
(including without limitation,  any request, guideline or policy, whether or not
having  the  force of law of,  or from any  central  bank or other  Governmental
Authority,   agency  or  instrumentality  and  including,   without  limitation,
Regulation   D),  by  any   authority   charged  with  the   administration   or
interpretation thereof shall occur, which:

              (i) shall subject any Bank to any tax of any kind  whatsoever with
respect to this Agreement, any Note, any Loan, or any Letter of Credit or change
the basis of taxation of payments to such Bank of principal,  interest,  fees or
any other amount  payable  hereunder  (other than any tax that is measured  with
respect to the overall net income of such Bank or the Applicable  Lending Office
of such  Bank and that is  imposed  by the  United  States  of  America,  or any
political  subdivision  or  taxing  authority  thereof  or  therein,  or by  any
jurisdiction in which such Bank's  Applicable  Lending Office is located,  or by
any jurisdiction in which such Bank is organized, has its principal office or is
managed and controlled); or



                                       21
<PAGE>

              (ii) shall impose, modify or hold applicable any reserve,  special
deposit, compulsory loan or similar requirement (whether or not having the force
of law) against  assets held by, or deposits or other  liabilities in or for the
account of,  advances  or loans by, or other  credit  extended  by, or any other
acquisition of funds by, any office of any Bank; or

              (iii)  shall  impose  on any Bank any other  condition,  or change
therein;

and the result of any of the  foregoing  is to increase the cost to such Bank of
making, renewing or maintaining advances or extensions of credit hereunder or to
reduce any amount  receivable  hereunder,  in each case by an amount  which such
Bank deems  material,  then, in any such case, the Borrower shall pay such Bank,
upon  demand,  such  additional  amount  or  amounts  as such  Bank  shall  have
determined will compensate the such Bank for such increased costs or reduction.

         (b) If any Bank shall have determined that, after the date hereof,  the
adoption of any applicable Law, rule or regulation  regarding  capital adequacy,
or any change therein,  or any change in the  interpretation  or  administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration  thereof,  or any request or directive
regarding  capital adequacy (whether or not having the force of Law) of any such
Governmental Authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on capital of such Bank (or its Parent) as
a consequence of such Bank's  obligations  hereunder to a level below that which
such Bank (or its Parent)  could have  achieved but for such  adoption,  change,
request or directive  (taking into  consideration  its policies  with respect to
capital  adequacy) by an amount  deemed by such Bank to be  material,  then from
time to time, within five (5) days after demand by such Bank (with a copy to the
Administrative  Agent),  the  Borrower  shall pay to such  Bank such  additional
amount  or  amounts  as will  compensate  such  Bank  (or its  Parent)  for such
reduction.  A determination  of any Bank as to the amounts  payable  pursuant to
this Section 2.22, shall be conclusive absence manifest error.

         (c) In the event any Bank shall be entitled to compensation pursuant to
this Section 2.22, it shall  promptly  notify the  Administrative  Agent and the
Borrower  of the event by reason of which it has become so  entitled;  provided,
however,  no  failure  on the  part of any Bank or the  Administrative  Agent to
demand  compensation  under clause (a) or clause (b) above on one occasion shall
constitute a waiver of its right to demand compensation on any other occasion.


                         ARTICLE III. LETTERS OF CREDIT

         Section 3.01. Trade Letters of Credit.  Chase agrees,  on the terms and
conditions  hereinafter  set forth,  to issue  trade  letters of credit  ("Trade
Letters of Credit")  for the account of the  Borrower,  from time to time during
the period from the Closing Date to the Termination  Date,  provided that at the
time of the issuance of such Trade Letter of Credit (a) the aggregate  amount of
all outstanding Trade Letters of Credit  Obligations does not exceed at any time
the Trade Letter of Credit  Facility (the "Trade  Letter of Credit  Commitment")
and (b) the aggregate amount of all Revolving Credit Loans plus Letter of Credit
Obligations  does not exceed the lesser of (A) the Revolving Credit Facility and
(B) the then current Borrowing Base. Chase will not be required to issue a Trade
Letter of Credit  with a maturity  date (1) more than one hundred  eighty  (180)
days from the date of  issuance  of such Trade  Letter of  Credit,  or (2) on or
after the Termination Date.

         Section 3.02. Standby Letters of Credit. Chase agrees, on the terms and
conditions  hereinafter set forth, to issue standby letters of credit  ("Standby
Letters of Credit")  for the account of the  Borrower,  from time to time during
the period from the Closing Date to the Termination  Date,  provided that at the
time of the issuance of such Standby  Letter of Credit (a) the aggregate  amount
of all outstanding  Standby Letter of Credit  Obligations does not exceed at any
time the  Standby  Letter  of Credit  Facility  (the  "Standby  Letter of Credit
Commitment")  and (b) the aggregate  amount of all  Revolving  Credit Loans plus
Letter of Credit  Obligations  does not exceed  the lesser of (A) the  Revolving
Credit  Facility  and (B) the then  current  Borrowing  Base.  Chase will not be
required to issue a Standby  Letter of Credit with a maturity date (1) more than
one (1) year from the date of issuance of such Standby Letter of Credit,  or (2)
on or after the Termination Date.



                                       22
<PAGE>

         Section 3.03. Reimbursement Obligation. The Borrower will pay Chase, on
the same Business Day, at Chase's  Principal  Office,  in immediately  available
funds,  the amount  required to reimburse Chase in respect of Chase's payment of
each Instrument.  If the Borrower shall not reimburse Chase on the same Business
Day but such  reimbursement  shall be made within two (2) Banking Days after the
Borrower is obligated to reimburse Chase, then such reimbursement  shall be made
with  interest at the rate of interest on Revolving  Credit Loans which are Base
Rate Loans (plus the Applicable  Margin) from the date of Chase's  reimbursement
of such Instrument to the date of the Borrower's reimbursement of Chase. If such
reimbursement is made at any time thereafter,  such reimbursement  shall be made
with interest at the Default Rate on Revolving  Credit Loans which are Base Rate
Loans from the date of Chase's  reimbursement  of such Instrument to the date of
the Borrower's reimbursement of Chase. If the Instrument is in foreign currency,
such  reimbursement  shall be in United States  currency at Chase's selling rate
for cable  transfers  to the place of payment of the  Instrument  current on the
date of  payment  or of  Chase's  settlement  of its  obligation,  as Chase  may
require.  If, for any cause,  on the date of payment or settlement,  as the case
may be, there is no selling rate or other rate of exchange  generally current in
New York for effecting such transfers,  the Borrower will pay Chase on demand an
amount in United States currency equivalent to Chase's actual cost of settlement
of its  obligation  however or whenever Chase shall make such  settlement,  with
interest at the Base Rate plus the Applicable  Margin for Revolving Credit Loans
which are Base Rate Loans from the date of  settlement  to the date of  payment.
The  Borrower  will comply with all  governmental  exchange  regulations  now or
hereafter  applicable to each Letter of Credit or Instrument or payments related
thereto and will pay Chase, on demand,  in Dollars,  such amount as Chase may be
or may have been  required to expend on account of such  regulations.  Chase may
debit or direct any other Bank to debit any  account or accounts  maintained  by
the  Borrower  with  any  office  of  Chase  or any  other  Bank or any of their
respective  Subsidiaries  or  affiliates  (now or in the  future)  and apply the
proceeds  to the payment of any and all  amounts  owed by the  Borrower to Chase
hereunder.

         Section  3.04.  Payment of  Commissions,  Expenses  and  Interest.  The
Borrower will pay Chase, on demand,  Chase's commission and all charges,  costs,
and expenses paid or incurred by Chase in connection  with any Letter of Credit,
and interest where  chargeable,  including fees and charges of counsel and costs
allocated  by  Chase's   internal  legal   department  in  connection  with  the
preparation,  performance,  or  enforcement  of this  Agreement or any Letter of
Credit. Unless otherwise agreed:

                   (1)  commissions  payable  hereunder  shall  be at  the  rate
customarily charged by Chase at the time in like circumstances;

                   (2)  except  to  the  extent  otherwise  specified,  interest
payable under Article III on amounts not paid when due shall be at the lesser of
(A) the maximum rate permissible  under applicable Law or (B) the Base Rate plus
the Applicable Margin for Revolving Credit Loans which are Base Rate Loans; and

                   (3) in addition to  commissions,  fees and amounts  otherwise
payable with respect to the issuance of a Letter of Credit,  the Borrower  shall
pay to Chase on demand such amounts as Chase in its sole  discretion  determines
are  necessary  to  compensate  it for any cost  attributable  to its issuing or
having  outstanding  such Letter of Credit resulting from the application of any
Law or regulation applicable to Chase regarding any reserve, assessment, capital
adequacy  or  similar  requirements   relating  to  letters  of  credit  or  the
reimbursement  agreements  with  respect  thereto or to similar  liabilities  or
assets of Chase whether existing at the time of issuance of the Letter of Credit
or  adopted  thereafter;  provided,  however,  that  in the  case of a sale of a
Participation  under  Section 5.02 hereof,  all amounts  payable by the Borrower
under this Section  3.04(3)  shall be  determined  as if Chase had not sold such
Participation.  The Borrower  acknowledges  that there may be various methods of
allocating costs to the Letter of Credit and agrees that Chase's  allocation for
purposes of  determining  the costs  referred to above shall be  conclusive  and
binding upon the Borrower provided such allocation is made in good faith.

         In addition to any and all of Chase's customary issuance fees and other
expenses  to be paid by the  Borrower  with  respect to a Letter of Credit,  the
Borrower shall,  upon each drawing under a Trade Letter of Credit,  pay to Chase
for the ratable  benefit of the Banks a drawing fee equal to the greater of: (1)
one quarter of one percent (1/4%) of the amount drawn under such Trade Letter of


                                       23
<PAGE>

Credit or (2) Chase's then effective minimum charge for a draw under a letter of
credit ("Trade Letter of Credit Fee"). If such Trade Letter of Credit is not, in
whole or in part,  drawn on,  the  Borrower  shall,  thirty  (30) days after the
stated expiration date of each Trade Letter of Credit,  pay to Chase for its own
account, a fee equal to the greater of: (1) one-quarter of one percent (1/4%) of
such undrawn  amount or (2) Chase's  then  effective  minimum  charge for a draw
under a letter of credit.

         In  addition  to all of  Chase's  customary  issuance  fees  and  other
expenses to be paid by the Borrower with respect to a Standby  Letter of Credit,
the Borrower shall pay to Chase for the ratable benefit of the Banks a letter of
credit fee in an amount equal to the  Applicable  Revolving  Credit  Margin with
respect to LIBOR Loans,  per annum  (computed on the basis of a year of 360 days
for the actual number of days elapsed) on the average face amount of all Standby
Letters of Credit  outstanding  during each quarter.  Such fee shall accrue from
the Closing  Date and be paid  quarterly,  in  arrears,  on the  Quarterly  Date
commencing  on the first such date after the  issuance of the Standby  Letter of
Credit and on the Termination Date ("Standby Letter of Credit Fee").

         In addition to the other fees and charges  specified in this Agreement,
the Borrower shall pay to Chase for its own account a fronting fee in the amount
of one quarter of one percent (.25%) of the face amount of each Letter of Credit
upon the issuance of such Letter of Credit.

         Section 3.05. Proper Drawing; Chase's Honoring. Chase may accept or pay
any Instrument presented to it on or before the expiration date set forth in the
related  Application.  Except insofar as written  instructions may be given by a
person purporting to be an Authorized Person expressly to the contrary:

                   (1) Chase may honor the related Instrument(s) in an amount or
amounts not exceeding the amount of such Letter of Credit, although shipments in
excess of the quantity called for under such Letter of Credit are made, and

                   (2)  Chase may  honor,  as  complying  with the terms of such
Letter of Credit and of the Application  relating to it, any Instrument or other
document  otherwise  in order signed or issued by a person  purporting  to be an
administrator,  executor, trustee in bankruptcy, debtor in possession,  assignee
for the benefit of creditors, liquidator, receiver or other legal representative
of the party  authorized  under  such  Letter  of  Credit to draw or issue  such
Instruments or other documents.

         Section 3.06. Amendment, Change, Modification;  No Waiver. In the event
of any  amendment,  change or  modification,  with the consent of the  Borrower,
relating  to a Letter of Credit  or any  Instruments  or  documents  called  for
thereunder,  including  waiver  of  noncompliance  of any  such  Instruments  or
documents  with the terms of such  Letter of  Credit,  this  Agreement  shall be
binding  upon the  Borrower  with regard to such Letter of Credit as so amended,
changed,  or  modified,  and  to  any  action  taken  by  Chase  or  any  of its
correspondents  relating thereto. No amendment,  change, waiver, or modification
to which Chase has consented  shall be deemed to mean that Chase will consent or
has consented to any other or  subsequent  request to amend,  change,  modify or
waive a term of such Letter of Credit.  Chase shall not be deemed to have waived
any of its rights  hereunder,  unless Chase or its  authorized  agent shall have
signed such waiver in writing. No such waiver,  unless expressly stated therein,
shall be effective as to any transaction  which occurs subsequent to the date of
such waiver, nor as to any continuance of a breach after such waiver.

         Section 3.07. U.C.P.; Agreements and Acknowledgments;  Indemnification.
The Uniform  Customs and  Practice  shall be binding on the  Borrower and Chase,
except to the  extent it is  otherwise  expressly  provided  herein.  It is also
agreed that:

                   (1) user(s) of a Letter of Credit shall not be deemed  agents
of Chase;

                   (2)  none of  Chase,  its  Affiliates,  Subsidiaries,  or its
correspondents shall be responsible for:

         (a)  failure of any  Instrument  to bear any  reference  to the related
Letter of Credit or  inadequate  reference in any  Instrument  to such Letter of
Credit, or failure of any document (other than documents  expressly  required to


                                       24
<PAGE>

be  presented  under such  Letter of  Credit) to  accompany  any  Instrument  at
negotiation,  or failure of any person to note the amount of any  Instrument  on
the reverse of a Letter of Credit, or to surrender or take up a Letter of Credit
or to forward  documents apart from Instruments as required by the terms of such
Letter of Credit,  each of which provisions,  if contained in a Letter of Credit
itself, it is agreed may be waived by Chase; or

         (b) errors,  omissions,  interruptions  or delays in  transmission,  or
delivery of any message,  by mail, telex,  cable,  telegraph,  wireless or other
teletransmission or by oral instructions, whether or not they may be in cipher;

                   (3)Chase shall not be responsible for any act, error, neglect
or  default,  omission,  insolvency  or  failure  in  business  of  any  of  its
correspondents;

                   (4) the occurrence of any one or more of the contingencies or
events  referred to in the  Uniform  Customs  and  Practice or in the  preceding
clauses of subparagraphs  (2) and (3) shall not affect,  impair,  or prevent the
vesting  of any  of  Chase's  rights  or  powers  hereunder  or  the  Borrower's
obligation to make payment;

                   (5) the Borrower will promptly examine:

         (a) any copy of a Letter of Credit (and of any amendments thereof) sent
to it by Chase; and

         (b) all  Instruments  and documents  delivered to it from time to time,
and, in the event of any claim of noncompliance with the Borrower's instructions
or other  irregularity,  the Borrower will  immediately  notify Chase thereof in
writing,  the Borrower being  conclusively  deemed to have waived any such claim
against Chase and its correspondents unless such notice is given as aforesaid;

                   (6) any action,  inaction or omission on the part of Chase or
any of its correspondents, under or in connection with a Letter of Credit or the
related Instruments,  documents or property,  if in good faith, shall be binding
upon the Borrower and shall not place Chase or any of its  correspondents  under
any liability to the Borrower; and

                   (7) in the  event  that  Chase  shall  preassign  a letter of
credit number or numbers to the Borrower, the Borrower shall keep such number(s)
confidential  and shall not  disclose  any such  number to any Person  until the
Letter of Credit to which such number relates has been approved by Chase.

         The  Borrower  agrees  to hold  Chase,  its  officers,  directors,  and
employees,  each  affiliate  and  Subsidiary of Chase,  and its  correspondents,
except for their fraud, bad faith or gross negligence,  indemnified and harmless
against any and all claims,  loss,  liability  or damage,  including  reasonable
counsel fees,  howsoever arising from or in connection with any Letter of Credit
or any  Application,  including,  without  limitation,  any  such  claim,  loss,
liability or damage arising out of any transfer,  sale,  delivery,  surrender or
endorsement  of  any  document  at  any  time(s)  held  by  Chase  or any of its
affiliates  or  Subsidiaries,  or held for the account of any one of them by any
correspondent  of any of them,  or arising out of any action for  injunctive  or
other judicial or administrative relief arising out of or in connection with any
Letter of Credit and affecting,  directly or indirectly, Chase or such affiliate
or Subsidiary.

         Section  3.08.  Licenses;  Insurance;  Regulations.  The Borrower  will
procure promptly any necessary import,  export or other licenses for the import,
export or shipping of the property shipped under or pursuant to or in connection
with each  Letter of Credit,  and will  comply  with all  foreign  and  domestic
governmental  regulations  in regard to the  shipment  of such  property  or the
financing  thereof,  and will furnish such certificates in that respect as Chase
may at any time(s) require,  and will keep such property  adequately  covered by
insurance in amounts,  against risks and with companies  satisfactory  to Chase,
and will assign the policies or certificates of insurance to Chase, or will make
the loss or adjustment,  if any,  payable to Chase, at Chase's option,  and will
furnish  Chase,  on its demand,  with  evidence of acceptance by the insurers of
such  assignment.  Should the  insurance  upon such  property  for any reason be
unsatisfactory to Chase, Chase may, at the Borrower's expenses, obtain insurance
satisfactory to Chase.



                                       25
<PAGE>

         Each  Application for a Letter of Credit hereunder shall constitute the
warrant and certification by the Borrower that no shipment or payment to be made
in  connection  with such Letter of Credit  violates or will  violate any United
States export, currency control, or other regulations.

         Section 3.09.  Additional Security. If a temporary restraining order or
an  injunction  (preliminary  or  permanent)  or any similar  order is issued in
connection  with any Letter of Credit or any  Instrument  or documents  relating
thereto,  which  order,  injunction,  or similar  order may apply,  directly  or
indirectly,  to Chase, the Borrower shall, on demand, deliver, convey, transfer,
or  assign  to the  Administrative  Agent  additional  security  of a value  and
character satisfactory to Chase, or make such payment as Chase may require.

         Section  3.10.  Continuing  Rights  and  Obligations.   Chase's  rights
hereunder  shall  continue  unimpaired,  and the  Borrower  shall be and  remain
obligated in accordance  with the terms and provisions  hereof,  notwithstanding
the release and/or  substitution of any property which may be held as Collateral
at any time(s),  or of any rights or interest  therein.  No delay,  extension of
time,  renewal,  compromise or other indulgence which may occur or be granted by
Chase shall impair Chase's rights or powers hereunder.

         Section 3.11. Instructions;  No Liability.  Instructions may be honored
by Chase when received from anyone  purporting to be an Authorized  Person.  The
Borrower may furnish Chase with written  confirmation  of any such  instruction,
but Chase's responsibility with respect to any instruction shall not be affected
by its failure to receive or the content of such confirmation.  Chase shall have
no  responsibility  to notify the  Borrower  of any  discrepancies  between  the
Borrower's  instructions and its written  confirmation,  and in the event of any
such discrepancy,  the original  instruction shall govern.  Chase shall be fully
protected in, and shall incur no liability to the Borrower for,  acting upon any
instructions or any oral, written, telephone, teleprocess,  electronic, or other
amendments  thereto which Chase in good faith believes to have been given by any
Authorized  Person,  and  in  no  event  shall  Chase  be  liable  for  special,
consequential,  or punitive damages.  Chase may, at its option, use any means of
verifying any instruction received by it. Chase also may, at its option,  refuse
to act upon any instruction or other communication or any part thereof,  without
incurring any responsibility  for any loss,  liability or expense arising out of
such refusal.  All such  authorizations  and instructions shall continue in full
force and  effect  unless  Chase may elect to act upon  additional  instructions
delivered to it by the  Borrower  prior to the issuance of a Letter of Credit in
reliance upon the original instructions.

         Section 3.12. Amended  Agreement.  In the event that Chase shall revise
its standard reimbursement  agreement executed by each applicant for a letter of
credit,  the  Borrower  shall  execute and deliver to Chase an amendment to this
Agreement incorporating such changes, promptly upon request therefor from Chase.

         Section 3.13.  Existing  Letters of Credit.  The Borrower and the Banks
agree that from and after the Closing Date,  subject to the  satisfaction of the
conditions  precedent to the initial  Revolving  Credit Loans  hereunder and the
issuance of the initial Letter of Credit  hereunder as set forth in Article VII,
the letters of credit  issued by Chase under the Prior Credit  Agreement for the
account of the  Borrower  prior to the date hereof and listed and  described  on
Schedule  3.13  attached  hereto  shall be Letters of Credit for all purposes of
this  Agreement  (other than such fees and  commissions  payable solely to Chase
pursuant to the Prior Credit  Agreement),  including,  without  limitation,  for
purposes  of  Section  3.04,   and  the  Banks  hereby  affirm  their  pro  rata
participation,  in  accordance  with their  respective  Pro Rata Share,  in such
letters of credit.


                              ARTICLE IV. RESERVED


                            ARTICLE V. PARTICIPATIONS


         Section  5.01.  Participating  Banks' Pro Rata  Shares.  Subject to the
terms and  conditions  hereinafter  set forth in this  Article V,  Chase  hereby
agrees  to sell  and  each  Participating  Bank  hereby  agrees  to  purchase  a
participation  ("Participation")  from Chase in each  Letter of  Credit,  to the
extent of such Bank's Pro Rata Share.



                                       26
<PAGE>

         Section 5.02. Sale and Purchase of  Participations.  Each Participating
Bank hereby irrevocably and unconditionally agrees to purchase, and Chase hereby
agrees to sell and transfer to each Participating Bank, an undivided  fractional
interest  equal to such  Participating  Bank's Pro Rata Share in each  Letter of
Credit upon issuance  thereof and each draw thereunder upon such drawing and the
obligations  of the Borrower in respect of each such Letter of Credit under this
Agreement   (including  all  related  payments  and  recoveries  to  which  such
Participating Bank is entitled pursuant to Section 5.05 hereof).

         Section 5.03. Participation in Fees and Collateral  Relationship.  Each
Participating  Bank will be  entitled  to  receive  its Pro Rata  Share of Trade
Letter of Credit Fees paid by the  Borrower to Chase.  Each  Participating  Bank
will be entitled to receive its Pro Rata Share of Standby  Letter of Credit Fees
paid by the Borrower to Chase. Each Participating  Banks share of such Fees will
be remitted by Chase to such  Participating  Bank promptly  after Chase receives
payment  of such fees from the  Borrower.  Each  Participating  Bank will not be
entitled to receive any of the letter of credit  fronting fee or other customary
fees or charges charged by Chase on a Letter of Credit.

         In addition to the foregoing, each Participating Bank hereby purchases,
and Chase  hereby sells to each  Participating  Bank,  an  undivided  fractional
interest equal to such Participating Bank's Pro Rata Share in the Collateral and
all the other Loan Documents,  as well as all additional  security  specifically
assigned to Chase to secure the Letters of Credit.

         The   relationship   between  Chase  (in  its  capacity  as  seller  of
Participations  pursuant to this Article V) and each  Participating Bank (in its
capacity as purchaser of Participations pursuant to this Article V) is and shall
be  that  of  a  purchaser  and  seller  of  a  property   interest  and  not  a
creditor-debtor  relationship or joint venture. Chase (in its capacity as seller
of Participations  pursuant to this Article V) shall owe each Participating Bank
(in its capacity as purchaser of  Participations  pursuant to this Article V) no
duty except as specifically set forth in this Article V.

         Section 5.04. Procedures.  Whenever a draw shall be made under a Letter
of Credit and the Borrower shall fail to reimburse  Chase therefor in accordance
with  this  Agreement,  Chase  will  promptly  notify  each  Participating  Bank
regarding such draw as follows: (1) the date of such draw, and (2) the amount of
such draw. Although Chase shall be responsible for paying each such draw on each
Letter of Credit,  each  Participating Bank shall bear its Pro Rata Share of the
credit risk associated with each such draw.  Accordingly,  in the event that the
amount of any such draw is not paid in full by or on behalf of the Borrower when
required in accordance  with the terms of this  Agreement for any reason,  Chase
shall give prompt notice by telephone  (promptly  confirmed in writing) or telex
to each  Participating  Bank of such event.  Upon  receipt of such  telephone or
telex notice, each Participating Bank shall cause to be transmitted to Chase, to
the account set forth below an amount in immediately  available funds equivalent
to its Pro Rata Share of such draw in such  manner to ensure that such funds are
received by Chase,  and available to Chase by 3:00 p.m. (New York City time), on
the date demand therefor was made by Chase (if demand was made by 12:00 noon New
York City time) or by 10:00,  a.m.  (New York City  time),  on the  Banking  Day
following the date demand therefor was made (if demand was made after 12:00 noon
(New York City time)).

                  ABA No: 02100021
                  Chase Account No.: 323507034
                  Reference Import LC Department
                  Chase Address: New York Agency
                  4 Chase Metrotech Center
                  Brooklyn, New York 11245

         Section 5.05. Collections and Remittances.  Whenever Chase receives any
payment, interest, reimbursement, collection, or recovery on account of a Letter
of Credit whether from the Borrower,  the Collateral,  the Cash  Collateral,  or
otherwise, it shall allocate such receipts as follows:

         (1) First, to the payment of taxes, assessments, insurance premiums, or
for similar  purposes  as  required  by the Letter of Credit,  or any other Loan
Document,  and,  if  previously  paid by Chase,  such sums shall be  retained by
Chase; and



                                       27
<PAGE>

         (2) In the event the  Borrower  fails to  reimburse  Chase for any draw
under a Letter of Credit when due and Chase  receives a payment of or on account
of such  defaulted  amount as to which a  Participating  Bank has paid Chase the
amount of its Pro Rata Share  pursuant  to  Section  5.04,  that  portion of the
amount  received  shall be allocated  between each such  Participating  Bank and
Chase pro rata, with each such Participating  Bank's percentage of the principal
amount  based on its Pro Rata  Share  and with each  such  Participating  Bank's
portion of the  interest  and fees on its Pro Rata Share  based upon the amounts
set forth above.

         After  Chase  receives a payment on account of a Letter of Credit,  and
makes the allocations required by the preceding paragraph,  it shall give notice
to each  Participating  Bank not later than 11:30 a.m. (New York City time),  by
telephone  and  promptly  remit to each  Participating  Bank (or  credit  to the
Participating  Bank's account with Chase, if any), the amount to which each such
Participating  Bank is entitled;  provided,  however,  that Chase may retain and
deduct from such payment to any such  Participating  Bank any amounts owed Chase
by such Participating Bank pursuant to this Article V.

         If any  payment  received  by Chase and  distributed  or  credited to a
Participating  Bank is later  rescinded  or is  otherwise  returned by Chase for
whatever reason (including, without limitation, settlement of an alleged claim),
each such  Participating  Bank, upon demand by Chase,  shall  immediately pay to
Chase,  such  Participating  Bank's  Pro Rata Share of the  principal  amount so
returned plus interest  and/or  commission on such amount as provided in Section
5.03. The covenants contained in this paragraph shall survive the termination of
this Agreement.

         Section 5.06.  Sharing of Setoffs and Collections.  Each  Participating
Bank  agrees  that to the extent any  payment  is  received  by it on any of the
Borrower's  obligations  under a Letter  of  Credit,  whether  by  counterclaim,
setoff,  banker's lien, by realizing on collateral or otherwise and such payment
results in such  Participating  Bank  receiving a greater  payment than it would
have been  entitled to under  Section  5.05 had the total amount of such payment
been paid directly to Chase for  disbursement  according to that  Section,  then
such  Participating  Bank  shall  immediately  purchase  for cash from  Chase an
additional  Participation and a participation from the other Participating Banks
in such Letter of Credit (subject to the same terms and conditions  provided for
herein),  sufficient in amount so that such payment shall  effectively be shared
pro rata with Chase and the other  Participating  Banks in  accordance  with the
amount,  and to the  extent,  of their  respective  interests  in the  Letter of
Credit;  provided,  however,  that  if all or any  portion  of such  payment  is
thereafter  recovered  from such  Participating  Bank at any time,  the purchase
shall be  rescinded  and the  purchase  price  returned  to the  extent  of such
recovery, but without interest or other return thereof.

         Section 5.07.  Indemnification;  Costs and Expenses.  To the extent not
reimbursed by the Borrower,  and without limiting the obligation of the Borrower
to do so, each Participating Bank agrees to reimburse Chase for, indemnify Chase
against,  and hold Chase  harmless  from,  on demand (and Chase is authorized to
debit each such Participating  Bank's account, if any, with Chase for the same),
to the  extent of each such  Participating  Bank's Pro Rata Share of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses,  or disbursements of any kind whatsoever  (including,  without
limitation,  disbursements  necessary,  in the judgment of Chase, to preserve or
protect the  Collateral),  that may at any time be imposed on,  incurred  by, or
asserted  against  Chase in any way  relating  to this  Agreement,  a Letter  of
Credit,  the Collateral or any other Loan Document or other instrument  relating
to any of the foregoing, or the transactions contemplated thereby and hereby, or
any  action  taken or omitted by Chase  under or in  connection  with any of the
foregoing; provided, however, that no Participating Bank shall be liable for the
payment  of any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties,   actions,   judgments,  suits,  costs,  expenses,  or  disbursements
resulting  from Chase's gross  negligence or willful  misconduct.  The covenants
contained in this Section 5.07 shall survive the termination of this Agreement.

         Section 5.08.  Administration;  Standard of Care. Chase will administer
each Letter of Credit in the ordinary  course of business and in accordance with
its usual practices,  modified from time to time as it deems  appropriate  under
the circumstances.  Except as expressly set forth in the third paragraph of this
Section  5.08,  Chase  shall be  entitled  to use its  discretion  in  taking or


                                       28
<PAGE>

refraining from taking any actions in connection with any of the foregoing as if
it were the sole party  involved in any of the foregoing  and no  Participations
existed.

         Each Participating Bank acknowledges that its Participations  hereunder
are without  recourse to Chase and that each such  Participating  Bank expressly
assumes all risk of loss in connection with its  Participation in the Letters of
Credit,  as if such  Participating  Bank had directly  provided  such Letters of
Credit.  Chase shall have no liability express or implied,  for any action taken
or omitted to be taken by Chase or for any  failure or delay in  exercising  any
right or power  possessed  by Chase under any of the Loan  Documents  except for
actual losses, if any,  suffered by any Participating  Bank that are proximately
caused either by Chase's  gross  negligence  or by Chase's  willful  misconduct.
Without  limiting  the  foregoing,  Chase (1) may  consult  with legal  counsel,
independent  public  accountants,  appraisers,  and other  experts,  selected by
Chase,  and shall not be liable for any  action  taken or omitted to be taken in
good faith by it in  accordance  with the advice of such  persons,  (2) shall be
entitled  to rely  on,  and  shall  incur  no  liability  by  acting  upon,  any
conversation, notice, consent, certificate, statement, order, or any document or
other writing (including,  without limitation,  telegraph, telex, telecopy, TWX,
or other  telecommunication  device) believed by Chase to be genuine and correct
and to have  been  signed,  sent,  or made by the  proper  person,  (3) makes no
warranty or representation of any kind or character  relating to the Borrower or
the Collateral,  and shall not be responsible for any warranty or representation
made in or in connection with any of the Loan  Documents,  (4) makes no warranty
or  representation as to, and shall not be responsible for the correctness as to
form,  the  due  execution,  legality,  validity,  enforceability,  genuineness,
sufficiency,  or collectability of any of the Loan Documents, for any failure by
the  Borrower  or any  Person to perform  its  obligations  thereunder,  for the
Borrower's  use of  the  proceeds  therefrom,  or for  the  preservation  of the
Collateral or the loss, depreciation,  or release thereof, (5) makes no warranty
or representation  as to, and assumes no  responsibility  for, the authenticity,
validity, accuracy, or completeness of any notice, financial statement, or other
document  or  information  received  by  Chase  or  any  Participating  Bank  in
connection with, or otherwise referred to in, any of the Loan Documents, and (6)
shall  not be  required  to  make  any  inquiry  concerning  the  observance  or
performance  of any agreement  contained  in, or conditions  of, any of the Loan
Documents, or to inspect the property,  books, or records of the Borrower or any
Person.

         Notwithstanding  the provisions of the first  paragraph of this Section
5.08, Chase agrees that it will not knowingly take any of the following  actions
without the written consent of each Participating Bank: (1) waive any default by
the Borrower involving the payment of money to Chase pursuant to any of the Loan
Documents;  (2)  extend  the  time of  payment  of  interest  on the  Borrower's
obligations  to Chase with respect to any of the Letters of Credit for more than
thirty (30) days after any due date;  (3) extend the maturity date of any Letter
of Credit  beyond the  Termination  Date;  (4)  increase the amount of the Trade
Letter of Credit  Commitment  or the Standby  Letter of Credit  Commitment;  (5)
reduce the fees charged on the Letters of Credit below the amount required to be
paid to  Chase  or to the  Participating  Banks  pursuant  to the  terms of this
Article V; or (6) release any  Collateral,  except as otherwise  contemplated in
any Loan  Documents.  Chase shall be fully  justified  in failing or refusing to
take any action under any of the Loan  Documents  unless it shall first  receive
such  advice or  concurrence  of the  Participating  Banks as Chase  shall  deem
appropriate.

         Chase may lend money to, accept deposits from, and generally  engage in
any kind of business with the Borrower as freely as though no Participations had
been granted to a Participating Bank.

         Section 5.09.  Independent  Investigation by the  Participating  Banks.
Each   Participating   Bank  acknowledges  (1)  that  Chase  has  provided  such
Participating Bank with copies of all of the Loan Documents and the Borrower has
provided or granted such Participating Bank access to certain financial data and
other information  pertaining to the Borrower that such  Participating  Bank has
requested in order to enable it to make an independent,  informed  judgment with
respect to the  desirability  of  purchasing  Participations  in the  Letters of
Credit,  (2) that Chase has not made any  representations  or warranties to such
Participating Bank and that no prior or future act by Chase, including,  without
limitation,  any  review  of the  affairs  of the  Borrower,  shall be deemed to


                                       29
<PAGE>

constitute  a   representation   or  warranty  of  Chase,   and  (3)  that  such
Participating Bank has independently,  without reliance upon Chase, and based on
such information as such Participating Bank has deemed appropriate, made its own
appraisal  of  and  investigation  into  the  business,  operations,   property,
financial condition,  and general creditworthiness of the Borrower, made its own
analysis  of the  value  and Lien  status  of any  Collateral,  and made its own
decision to execute  this  Agreement  and  thereby  purchase  Participations  in
accordance with this Article V in the Letters of Credit. Each Participating Bank
agrees   that,   independently   and   without   reliance   upon  Chase  or  any
representations  or statements of Chase,  and based on such  information as such
Participating  Bank deems  appropriate at the time, it will continue to make and
rely upon its own  credit  analysis  and  decisions  in taking or not taking any
action under this Article V or any of the Loan Documents.

         Section  5.10.  Participating  Banks,  Ownership  of  Interests  in the
Participations;  Repurchases by Chase. Each Participating Bank hereby represents
and warrants to Chase that the purchase of its  Participation  in the Letters of
Credit  (1)  is a  legal  investment  pursuant  to the  Laws  under  which  such
Participating  Bank is organized and operates,  (2) has been duly authorized and
approved by all necessary action of the management of such  Participating  Bank,
and (3) is made for such  Participating  Bank's own  account  for the purpose of
investment only and with no present intention of disposing of the same.

         Upon the  occurrence of an Event of Default and failure to consent to a
change in this  Agreement  where such  Participating  Bank's consent is required
pursuant to the terms of this Article V, Chase,  or any party  designated by it,
shall have the right (but not the obligation) to repurchase  such  Participating
Bank's  Participation  in any Letter of Credit for a purchase price equal to any
unpaid  amount due the  Participating  Bank with respect to such  Participation.
Upon  demand and  payment  therefor,  such  Participating  Bank  shall  promptly
transfer to Chase its  Participation  in any such Letter of Credit by  executing
and  delivering  to Chase  an  instrument  of  transfer  in form  and  substance
satisfactory  to Chase and such  Participating  Bank;  provided,  however,  that
failure by such  Participating Bank to do so shall not affect Chase's repurchase
of such Participating  Bank's  Participation in any such Letter of Credit, which
repurchase   shall  be  effective  upon  payment   therefor  by  Chase  to  such
Participating  Bank.  At any time before such  payment,  Chase may  withdraw and
terminate its offer to repurchase such Participating Bank's Participation in any
such Letter of Credit if an Event of Default or Default  exists or has  occurred
under any Loan Document prior to the payment of such price.


                              ARTICLE VI. GUARANTY

         Section 6.01.  Guaranty.  Each  Guarantor  hereby jointly and severally
irrevocably,  absolutely and  unconditionally  guarantees to each Bank Party and
their  successors,  endorsees,  transferees  and assigns the prompt and complete
payment by the Borrower, as and when due and payable (whether at stated maturity
or by  required  prepayment,  acceleration,  demand  or  otherwise),  of all the
Borrower  Obligations;  and  agrees  to pay  on  demand  any  and  all  expenses
(including  counsel fees and expenses) which may be paid or incurred by any Bank
Party in collecting  any or all the Borrower  Obligations  and/or  enforcing any
rights under any of the Loan  Documents or under the Borrower  Obligations  (the
"Guaranty").

         Section 6.02.  Guarantor's  Obligations  Unconditional.  Each Guarantor
hereby  guarantees  that all the Borrower  Obligations  will be paid strictly in
accordance  with the terms of the Loan  Documents,  regardless of any Law now or
hereafter in effect in any  jurisdiction  affecting any such terms or the rights
of any Bank Party with respect thereto.  The obligations and liabilities of each
Guarantor under this Guaranty shall be absolute and  unconditional  irrespective
of:  (1)  any  lack  of  validity  or  enforceability  of any  of  the  Borrower
Obligations,  any  Loan  Documents,  or any  agreement  or  instrument  relating
thereto;  (2) any change in the time,  manner or place of payment  of, or in any
other term in respect of, all or any of the Borrower  Obligations,  or any other
amendment or waiver of or consent to any  departure  from any Loan  Documents or
any other documents or instruments executed in connection with or related to the
Borrower  Obligations;  (3) any exchange or release of, or non-perfection of any
Lien on or in,  any  Collateral,  or any  release or  amendment  or waiver of or
consent to any departure from any other guaranty, for all or any of the Borrower
Obligations;  or (4) any other circumstances which might otherwise  constitute a


                                       30
<PAGE>

defense  available to, or a discharge of, the Borrower or any other guarantor in
respect  of the  Borrower  Obligations  or any  Guarantor  in  respect  of  this
Guaranty.

         This  Guaranty is a continuing  guaranty and shall remain in full force
and effect until: (1) the payment in full of all the Borrower Obligations (after
the Termination  Date),  and (2) the payment of the other expenses to be paid by
the Guarantors  pursuant hereto. This Guaranty shall continue to be effective or
shall be reinstated, as the case may be, if at any time any payment, or any part
thereof,  of any of the Borrower  Obligations  is rescinded or must otherwise be
returned  by any  Bank  Party  upon  the  insolvency,  bankruptcy,  dissolution,
liquidation or reorganization  of the Borrower or otherwise,  all as though such
payment had not been made.

         The  obligations  and liabilities of each Guarantor under this Guaranty
shall not be conditioned or contingent upon the pursuit by any Bank Party or any
other  Person at any time of any right or remedy  against  the  Borrower  or any
other Person which may be or become  liable in respect of all or any part of the
Borrower Obligations or against any Collateral or security or guarantee therefor
or right of setoff with respect thereto.

         Each  Guarantor  hereby  consents  that,  without the  necessity of any
reservation  of rights  against any Guarantor  and without  notice to or further
assent  by any  Guarantor,  any  demand  for  payment  of  any  of the  Borrower
Obligations  made by any Bank Party may be  rescinded by such Bank Party and any
of the Borrower Obligations continued after such rescission.

         Section 6.03.  Waivers. To the extent permitted by applicable law, each
Guarantor hereby waives: (1) promptness and diligence; (2) notice of or proof of
reliance by any Bank Party upon this Guaranty or  acceptance  of this  Guaranty;
(3) notice of the incurrence of any Borrower  Obligations by the Borrower or the
renewal,  extension  or accrual of any Borrower  Obligations;  (4) notice of any
actions  taken by any Bank Party or the  Borrower  or any other  party under any
Loan  Document,  or any other  agreement or instrument  relating to the Borrower
Obligations;  (5) all  other  notices,  demands  and  protests,  and  all  other
formalities  of every kind in connection  with the  enforcement  of the Borrower
Obligations or of the obligations of any Guarantor hereunder, the omission of or
delay in which,  but for the provisions of this Section 6.03,  might  constitute
grounds for relieving any Guarantor of its  obligations  hereunder;  and (6) any
requirement that any Bank Party protect,  secure,  perfect or insure any Lien on
any property subject thereto or exhaust any right or take any action against the
Borrower or any other Person or any Collateral.

         Section 6.04. Subrogation.  Each Guarantor will not exercise any rights
which it may acquire by way of subrogation under this Guaranty, whether acquired
by any payment  made  hereunder,  by any setoff or  application  of funds of the
Guarantor by any Bank Party or  otherwise,  until (a) the payment in full of the
Borrower Obligations and termination of the Commitments,  and (b) the payment of
all other expenses to be paid by the Guarantor  pursuant  hereto.  If any amount
shall be paid to the Guarantor on account of such subrogation rights at any time
when all of the Borrower  Obligations and all such other expenses shall not have
been paid in full,  such  amount  shall be held in trust for the  benefit of the
Bank  Parties,  shall be  segregated  from the other funds of the  Guarantor and
shall  forthwith  be paid over to the  Administrative  Agent to be credited  and
applied  in  whole  or  in  part  by  the  Bank  Parties  against  the  Borrower
Obligations,  whether  matured  or  unmatured,  and all such other  expenses  in
accordance with the terms of this Guaranty.

         Section  6.05.  Contribution.   Each  Guarantor  agrees  that  it  will
contribute its proportionate  share to any other Guarantor that makes payment of
a Borrower Obligation guaranteed by such Guarantor under this Agreement.

         Section  6.06.  Limitation  of  Liability.   The  obligations  of  each
Guarantor hereunder shall be limited to an aggregate amount equal to the largest
amount  that would not render its  obligations  hereunder  subject to  avoidance
under  Section  548  of the  United  State  Bankruptcy  Code  or any  comparable
provision of any applicable state law.


                        ARTICLE VII. CONDITIONS PRECEDENT

         Section 7.01.  Conditions  Precedent to Initial  Credit  Facility.  The
obligation of the Banks or Chase to make or provide the initial Credit  Facility
is subject to the condition  precedent that the Administrative  Agent shall have
received on or before the Closing Date each of the following documents,  each in
form and substance satisfactory to the Administrative Agent and its counsel, and
each of the following requirements shall have been fulfilled:



                                       31
<PAGE>

                   (1) Evidence of Due Organization and all Corporate Actions by
the  Borrower  and  each  Guarantor.  On or  prior  to  the  Closing  Date,  the
Administrative  Agent  shall  have  received,  with a copy  for each  Bank,  (a)
certified copies of the Certificate of Incorporation and By-laws of the Borrower
and each Guarantor; (b) a certificate of the Secretary or an Assistant Secretary
of the Borrower and each Guarantor  dated the Closing Date and  certifying:  (i)
that neither the Certificates of  Incorporation  nor the By-laws of the Borrower
or any Guarantor has been amended  since the date of their  certification;  (ii)
that attached thereto is a true and complete copy of resolutions  adopted by the
Board of Directors of the Borrower and each Guarantor authorizing the execution,
delivery and  performance of each Loan Document to which it is a party and, with
respect to the Borrower, the borrowings hereunder;  and (iii) the incumbency and
specimen signature of each officer of the Borrower and each Guarantor  executing
each  Loan  Document  to which  the  Borrower  or  Guarantor  is a party and any
certificates  or  instruments  furnished  pursuant  hereto  or  thereto,  and  a
certification  by another  officer of the Borrower and each  Guarantor as to the
incumbency and signature of the Secretary or Assistant Secretary of the Borrower
and such Guarantor; and (c) such other documents as the Administrative Agent may
reasonably request;

                   (2) Incumbency and Signature  Certificate of the Borrower and
each  Guarantor.  A certificate  of the Secretary or Assistant  Secretary of the
Borrower and each  Guarantor,  dated the Closing Date,  certifying the names and
true signatures of the officers of the Borrower and each Guarantor authorized to
sign the Loan Documents and the other  documents to be delivered by the Borrower
and each Guarantor under the Loan Documents;

                   (3)  Good  Standing  Certificate  for the  Borrower  and each
Guarantor.  A  certificate,  dated  reasonably  near the Closing Date,  from the
Secretary  of State (or  other  appropriate  official)  of the  jurisdiction  of
incorporation  of the  Borrower  and  each  Guarantor  certifying  as to the due
incorporation  and  good  standing  of  the  Borrower  and  each  Guarantor  and
certificates,  dated  reasonably  near the Closing  Date,  from the Secretary of
State (or other  appropriate  official)  of each  other  jurisdiction  where the
Borrower and each  Guarantor  is required to be  qualified to conduct  business,
certifying  that the  Borrower and each  Guarantor is duly  qualified to do such
business and is in good standing in such state;

                   (4) Notes. The Revolving Credit Notes and the Term Loan Notes
duly executed by the Borrower, in favor of each Bank;

                   (5) Security Agreement. Each Security Agreement duly executed
by the Borrower and each  Guarantor  together with (a) duly  executed  financing
statements  (UCC-1)  to be  filed  under  the  Uniform  Commercial  Code  of all
jurisdictions  necessary or, in the opinion of the  Administrative  Agent or any
Bank,  desirable  to perfect  the  security  interest  created  by the  Security
Agreement;  (b) duly executed copies of the financing  statements  (UCC-3) to be
filed under the Uniform  Commercial Code of all jurisdictions  necessary,  or in
the opinion of the Administrative  Agent or any Bank, desirable to terminate any
Liens in favor of any party other than the Administrative Agent; and (c) Uniform
Commercial  Code searches  identifying  all of the financing  statements on file
with respect to such party in all jurisdictions referred to under (a), including
the financing  statements filed by the Administrative  Agent against such party,
indicating that no party other than the Administrative  Agent claims an interest
in any of the Collateral;

                   (6) Patent Assignment. The Patent Assignment duly executed by
the  Borrower,  together  with  evidence  that the  records  of the  Patent  and
Trademark  Office  indicate  that the  Borrower  is named  as the  owner  and/or
assignee of all of the Patents described in the Borrower's Security Agreement;

                   (7) Trademark Security Interest Agreement.  The Trademark and
Security  Interest  Agreement  duly  executed  by the  Borrower,  together  with
evidence that the records of the Patent and Trademark  Office  indicate that the
Borrower  is  named  as the  owner  and/or  assignee  of  all of the  Trademarks
described in the Borrower's Security Agreement;

                   (8)  Copyright  Security  Interest  Agreement.  The Copyright
Security  Interest  Agreement  duly  executed  by the  Borrower;  together  with
evidence that the records of the Copyright  Office indicate that the Borrower is
named as the owner  and/or  assignee of all of the  Copyrights  described in the
Borrower's Security Agreement;



                                       32
<PAGE>

                   (9) Borrowing Base Certificate. A duly executed and completed
Borrowing Base  Certificate as of the Closing Date where the information in such
certificate  is  substantiated  by  field  examination  reports  and  appraisals
satisfactory to the Banks;

                   (10) Pledge  Agreement (BAC). The Pledge Agreement (BAC) duly
executed by BAC together with the  certificates  representing the shares pledged
pursuant to the Pledge  Agreement  (BAC) and undated  stock  powers  executed in
blank for each such certificate;

                   (11) Pledge  Agreement  (BC). The Pledge  Agreement (BC) duly
executed by BC together with the  certificates  representing  the shares pledged
pursuant to the Pledge Agreement (BC) and undated stock powers executed in blank
for each such certificate;

                   (12) Solvency Certificate. Receipt of a certificate, dated as
of the Closing Date, indicating that the Borrower is Solvent;

                   (13)  Compliance  with  Laws.  Evidence  the  Borrower  is in
compliance with all Laws;

                   (14) Opinion of Counsel for the Borrower. A favorable opinion
of Fishbein,  Badillo,  Wagner & Harding,  counsel for the  Borrower,  dated the
Closing Date, in a form acceptable to the Administrative Agent and the Banks;

                   (15) Insurance  Coverage.  A certificate  from each insurance
carrier  evidencing  the coverage  required by Section 9.03 (which  certificates
shall  show that the  Administrative  Agent is an  additional  insured  and loss
payee);

                   (16) Inventory and Accounts Receivable Analysis.  An analysis
of inventory and accounts  receivable by The Chase  Manhattan  Bank,  indicating
that such assets and the systems related thereto are satisfactory to the Banks;

                   (17) Projections and Financial Statements. The Administrative
Agent  and the  Banks'  review  of and  satisfaction  with  (a) the  Projections
(consisting of the balance sheet, income statement and cash flow projections) of
BC and its Consolidated  Subsidiaries,  on a quarterly basis for the fiscal year
ending December 31, 1999,  accompanied by detailed assumptions,  (b) the audited
consolidated  financial  statements of BC and its Consolidated  Subsidiaries for
the fiscal  year ended  December  31, 1998 and (c) the  unaudited  consolidating
income statements and balance sheets of BC and its Consolidated Subsidiaries for
the fiscal year ended December 31, 1998;

                   (18) Payment of Fees.  The Borrower  shall have paid the fees
payable  on the  Closing  Date  referred  to in  Section  2.08 and all costs and
expenses   incurred  by  the   Administrative   Agent  in  connection  with  the
negotiation,  preparation  and execution of the Loan  Documents and the creation
and  perfection  of  the  Liens  granted  pursuant  to the  Security  Agreements
(including,  without limitation, the fees and expenses of counsel, provided that
legal fees of  Administrative  Agent's  counsel,  for the  period  ending on the
Closing Date shall be limited to $35,000,  provided further that such limitation
on legal fees shall not include expenses and disbursements of the Administrative
Agent's counsel, which shall be paid in full, by the Borrower);

                   (19) No  Material  Adverse  Changes.  There  shall  not  have
occurred in the reasonable  determination  of the  Administrative  Agent and the
Banks  any  Material  Adverse  Change in the  Borrower  or any  Guarantor  since
December 31, 1998;

                   (20) Officer's Certificate. The following statements shall be
true and the Administrative  Agent shall have received a certificate signed by a
duly authorized  officer of the Borrower and the  Guarantors,  dated the Closing
Date stating that:  (a) the  representations  and  warranties  contained in this
Agreement  and in each of the other Loan  Documents are correct on and as of the
Closing  Date;  and (b) no  Default  or Event of  Default  has  occurred  and is
continuing, or could result from the transactions contemplated by this Agreement
and the other Loan Documents;

                   (21) Payment of Existing  Indebtedness.  On the Closing Date,
the  Administrative  Agent shall have  received  evidence  that (a) all Existing


                                       33
<PAGE>

Indebtedness  has been repaid in full, (b) the letters of credit issued pursuant
to the Prior Credit  Agreement shall be included as Letters of Credit  hereunder
and (c) the commitment of the Banks pursuant to the Prior Credit Agreement shall
have been cancelled;

                   (22) Due Diligence.  The  Administrative  Agent and the Banks
shall have  completed  all due  diligence  with respect to the Borrower and each
Guarantor, including, without limitation,  litigation checkings, bank checkings,
customer  checkings,  judgment,  tax  and  bankruptcy  searches  and  litigation
checkings;

                   (23)   Litigation.   There  shall  exist  no  action,   suit,
investigation,  litigation or proceeding affecting the Borrower or any Guarantor
pending or  threatened  before any court,  governmental  agency or arbiter  that
could reasonably be expected to result in,  individually or in the aggregate,  a
Material Adverse Change;

                   (24) Consents and Approvals. All governmental and third party
consents  and   approvals   necessary  in  connection   with  the   transactions
contemplated  by this  Agreement  and the other Loan  Documents  shall have been
obtained  (without the imposition of any  conditions  that are not acceptable to
the Required Banks) and shall remain in effect,  and no law or regulation  shall
be  applicable  in the  reasonable  judgment of the Required  Banks that imposes
materially adverse conditions upon the transactions contemplated hereby; and

                  (25) Additional Documentation.  Such other approvals, opinions
or documents as the Administrative Agent or any Bank may reasonably request.

         Section 7.02.  Conditions  Precedent to All  Extensions of Credit.  The
obligations  of the  Banks to make any  Loan or of the  Administrative  Agent to
issue any Letter of Credit hereunder shall be subject to the further  conditions
precedent that on the date of providing such Credit Facility:

                   (1) The following statements shall be true:

         (a) all the representations and warranties  contained in this Agreement
and in each of the other  Loan  Documents  are  correct on and as of the date of
providing such Credit Facility as though made on and as of such date; and

         (b) no Default or Event of Default has occurred and is  continuing,  or
could result from providing such Credit Facility;

                   (2)  The  Administrative   Agent  shall  have  received,   in
accordance with Section 2.04, a Borrowing Notice,  duly executed by an Executive
Officer of the Borrower  with respect to the  requested  Loan and (b) such other
approvals,  opinions or  documents as the  Administrative  Agent or any Bank may
reasonably request.

         Section 7.03. Deemed  Representation.  Each request for an extension of
credit under a Credit  Facility and  acceptance by the Borrower of any extension
of credit  under such Credit  Facility  shall  constitute a  representation  and
warranty that the statements  contained in Section  7.02(1) are true and correct
both on the date of such request and, unless the Borrower otherwise notifies the
Administrative  Agent prior to the receipt of such  Credit  Facility,  as of the
date of the providing of such Credit Facility.


                  ARTICLE VIII. REPRESENTATIONS AND WARRANTIES

         The Borrower and each  Guarantor  each hereby  represents  and warrants
that:

         Section 8.01. Incorporation,  Good Standing and Due Qualification.  The
Borrower and each Guarantor is duly  incorporated,  validly existing and in good
standing  under  the  laws of the  jurisdiction  of its  incorporation,  has the
corporate  power and authority to own its assets and to transact the business in
which it is now engaged or proposed to be engaged,  and is duly  qualified  as a
foreign  corporation  and  in  good  standing  under  the  Laws  of  each  other
jurisdiction in which such qualification is required,  except to the extent that
its failure to be so qualified could not result in a Material Adverse Change.



                                       34
<PAGE>

         Section  8.02.  Corporate  Power  and  Authority;  No  Conflicts.   The
execution,  delivery and  performance  by the Borrower and each Guarantor of the
Loan Documents have been duly authorized by all necessary  corporate  action and
do not and will not:  (1) require  any consent or approval of its  stockholders;
(2) contravene  its  certificate of  incorporation  or by-laws;  (3) violate any
provision of, or require any filing, registration, consent or approval under any
Law  (including,  without  limitation,  Regulations  T, U and X of the  Board of
Governors of the Federal Reserve System),  order,  writ,  judgment,  injunction,
decree,  determination or award presently in effect having  applicability to the
Borrower  or such  Guarantor,  as the case may be;  (4) result in a breach of or
constitute a default under or require any consent under any indenture or loan or
credit  agreement  or any  other  agreement,  lease or  instrument  to which the
Borrower or any  Guarantor  is a party or by which it or its  properties  may be
bound or affected;  or (5) result in, or require,  the creation or imposition of
any Lien  (other than as created  under the  Security  Documents),  upon or with
respect to any of the properties now owned or hereafter acquired by the Borrower
or any Guarantor, as the case may be.

         Section 8.03. Legally Enforceable  Agreements.  Each Loan Document is a
legal,  valid  and  binding  obligation  of  the  Borrower  and  each  Guarantor
enforceable  against the Borrower  and each  Guarantor  in  accordance  with its
terms,  except  to the  extent  that  such  enforcement  may be  limited  by (a)
applicable  bankruptcy,  insolvency and other similar laws affecting  creditors,
rights generally or (b) general equitable  principles  regardless of whether the
issue of enforceability is considered in a proceeding in equity or in law.

         Section 8.04.  Litigation.  Except for the litigation noted in Schedule
8.04,  there are no actions,  suits or  proceedings  (private  or  governmental)
pending  or, to the  knowledge  of the  Borrower or any  Guarantor,  threatened,
against or  affecting  the  Borrower or any  Guarantor  before any  Governmental
Authority  or  arbitrator,  which  could,  in any one case or in the  aggregate,
result in a Material Adverse Change.

         Section  8.05.   Financial   Statements   and   Projections.   (a)  The
consolidated  balance  sheet  of BC  and  its  Consolidated  Subsidiaries  as of
December 31, 1998  reported on by BDO Seidman LLP, the  statements of income and
cash flows for BC and its Consolidated  Subsidiaries related thereto,  copies of
which have been  furnished  to the Banks,  are  complete  and correct and fairly
present the financial  condition of BC and its  Consolidated  Subsidiaries as at
such  dates  and  the  results  of the  operations  of BC and  its  Consolidated
Subsidiaries for the periods covered by such statements,  all in accordance with
GAAP  consistently  applied,  and  since  December  31,  1998  there has been no
Material  Adverse  Change.  There are no liabilities of BC and its  Consolidated
Subsidiaries,  fixed or contingent,  which are material but are not reflected in
the financial statements or in the notes thereto, other than liabilities arising
in the ordinary course of business since December 31, 1998.

         (b) No information, exhibit, or report furnished by the Borrower or any
Guarantor to Administrative Agent or any Bank in connection with the negotiation
of this  Agreement  contained  any material  misstatement  of fact or omitted to
state a material  fact or any fact  necessary to make the  statements  contained
therein not materially misleading.

         (c) the Borrower has prepared the  Projections.  Such  Projections  are
based on reasonable  assumptions as to all legal and factual matters material to
the  projections  set forth therein;  provided,  however,  such  Projections are
subject to the uncertainty and approximation inherent in any projections.

         Section 8.06.  Ownership and Liens. The Borrower and each Guarantor has
title to, or valid  leasehold  interests in, all of its  properties  and assets,
real and personal,  including the properties and assets, and leasehold interests
reflected in the  financial  statements  referred to in Section 8.05 (other than
any properties or assets  disposed of in the ordinary  course of business),  and
none of the properties and assets owned by the Borrower and each  Guarantor,  as
the case may be and none of its  leasehold  interests  is  subject  to any Lien,
except as may be permitted under this Agreement.

         Section 8.07. Taxes. The Borrower and each Guarantor have filed all tax
returns (federal,  state and local) required to be filed and has paid all taxes,
assessments  and  governmental  charges and levies thereon to be due,  including
interest  and  penalties,  except to the extent  they are the  subject of a Good
Faith Contest.



                                       35
<PAGE>

         Section 8.08.  ERISA.  The Borrower and each Guarantor is in compliance
with all  applicable  provisions  of  ERISA.  Neither a  Reportable  Event nor a
Prohibited  Transaction  has  occurred  with  respect to any Plan;  no notice of
intent to terminate a Plan has been filed nor has any Plan been  terminated;  no
circumstance  exists  which  constitutes  grounds  under  Section  4042 of ERISA
entitling the PBGC to institute  proceedings to terminate,  or appoint a trustee
to administer, a Plan, nor has the PBGC instituted any such proceedings; neither
the  Borrower  nor any  Guarantor  nor any ERISA  Affiliate  has  completely  or
partially  withdrawn  under Sections 4201 or 4204 of ERISA from a  Multiemployer
Plan; the Borrower and each Guarantor has met its minimum  funding  requirements
under ERISA with  respect to all of its Plans and there are no  unfunded  vested
liabilities;  and neither the  Borrower nor any  Guarantor  nor any of its ERISA
Affiliates has incurred any liability to the PBGC under ERISA.

         Section  8.09.  Issuance and  Ownership of Stock and Notes.  All of the
outstanding  capital  stock or other  interest of the  Borrower has been validly
issued,  is fully paid and  nonassessable  and all such common stock is owned by
BAC free and clear of all Liens.  All of the outstanding  capital stock or other
interest of BAC has been validly issued,  is fully paid and nonassessable and is
owned by BC free and clear of all Liens.

         Section 8.10.  Operation of Business.  The Borrower and each  Guarantor
possesses all licenses, permits, franchises, patents, copyrights, trademarks and
trade names, or rights  thereto,  to conduct its business  substantially  as now
conducted and as presently proposed to be conducted,  except where failure to so
possess could not result in a Material Adverse Change,  and none of the Borrower
or any  Guarantor  is in violation of any valid rights of others with respect to
any of the foregoing.

         Section 8.11.  No Default on  Outstanding  Judgments or Orders.  To the
knowledge of the Borrower and each  Guarantor,  the Borrower and each  Guarantor
have  satisfied  all  judgments and neither the Borrower nor any Guarantor is in
default  with  respect  to any  judgment,  writ,  injunction,  decree,  rule  or
regulation  of any court,  arbitrator  or  federal,  state,  municipal  or other
Governmental  Authority,  commission,  board, bureau, agency or instrumentality,
domestic or foreign,  except  where such  failure to satisfy or such default has
not and could not result in a Material Adverse Change.

         Section 8.12. No Defaults on Other Agreements.  To the knowledge of the
Borrower and each  Guarantor,  neither the Borrower nor any Guarantor is a party
to any indenture,  loan or credit  agreement or any lease or other  agreement or
instrument  or  subject  to  any  certificate  of   incorporation  or  corporate
restriction  which, if complied with, could result in a Material Adverse Change.
Neither  the  Borrower  nor any  Guarantor  is in default in any  respect in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained in any  agreement or  instrument  where such default could
individually or in the aggregate result in a Material Adverse Change.

         Section 8.13.  Labor Disputes and Acts of God. Neither the business nor
the  properties  of the  Borrower  or any  Guarantor  are  affected by any fire,
explosion,  accident,  strike, lockout or other labor dispute,  drought,  storm,
hail,  earthquake,  embargo, act of God or of the public enemy or other casualty
(whether or not covered by  insurance)  which  individually  or in the aggregate
could result in a Material Adverse Change.

         Section  8.14.  Governmental  Regulation.  Neither the Borrower nor any
Guarantor is subject to regulation  under the Public Utility Holding Company Act
of 1935,  the Investment  Company Act of 1940, the Interstate  Commerce Act, the
Federal  Power Act or any statute or  regulation  limiting  its ability to incur
indebtedness for money borrowed as contemplated hereby.

         Section  8.15.  Partnerships.  Except as  disclosed  in Schedule  8.15,
neither the Borrower nor any Guarantor is a partner in any partnership.

         Section 8.16. Environmental Protection. The Borrower and each Guarantor
have obtained all permits,  licenses and other authorizations which are required
under all Environmental  Laws. The Borrower and each Guarantor are in compliance
with all  Environmental  Laws  and the  terms  and  conditions  of the  required
permits,  licenses and authorizations,  and is also in compliance with all other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations,  schedules and  timetables  contained in those Laws or contained in
any plan, order, decree, judgment,  injunction,  notice or demand letter issued,
entered,  promulgated  or approved  thereunder,  except to the extent failure to
comply has not and could not result in a Material Adverse Change.



                                       36
<PAGE>

         The  Collateral   contains  no  Hazardous  Materials  that,  under  any
Environmental Law then in effect,  (1) would impose liability on the Borrower or
any  Guarantor  that could  result in a Material  Adverse  Change,  or (2) could
result in the imposition of a Lien on the  Collateral or any portion  thereof or
any other assets of the Borrower or any Guarantor,  in each case if not properly
handled in accordance with applicable Law.

         Section 8.17.  Solvency.  The Borrower and each Guarantor are, and upon
consummation  of the  transactions  contemplated by this Agreement and the other
Loan  Documents,  and any other  documents,  instruments or agreements  relating
thereto, will be Solvent.

         Section 8.18. Intellectual Property. All of the trademarks,  patents or
copyrights  in which the  Borrower  or any  Guarantor  has any  right,  title or
interest,  or any  applications  pending  for any such  trademarks,  patents  or
copyrights is set forth in Schedule 8.18.

         Section 8.19. Investments.  All of the capital stock, debt obligations,
or other securities or other investments held in any Person by the Borrower, any
Guarantor are set forth in Schedule 8.19.

         Section  8.20.  Y2K.  Any  reprogramming  required to permit the proper
functioning, in and following the year 2000 and related to the year 2000, of (a)
the Borrower's, or any Guarantor's computer systems and (b) equipment containing
embedded microchips  (including systems and equipment supplied by others or with
which the Borrower's or any Guarantor's  systems interface,  in each case, which
are used in the Borrower's or any  Guarantor's  business) and the testing of all
such systems and equipment,  as so reprogrammed,  will be completed by September
30, 1999. The cost to the Borrower and each Guarantor of such  reprogramming and
testing  and of the  reasonably  foreseeable  consequences  of year  2000 to the
Borrower and each Guarantor (including, without limitation, reprogramming errors
and the failure of others' systems or equipment which are used in the Borrower's
or any Guarantor's business) will not result in a Default or an Event of Default
or result in a Material  Adverse  Change.  Except for such of the  reprogramming
referred to in the  preceding  sentence as may be  necessary,  the  computer and
management  information systems of the Borrower and each Guarantor are and, with
ordinary course  upgrading and maintenance,  will continue to be,  sufficient to
permit the Borrower and Guarantor to conduct their respective businesses without
resulting in a Material Adverse Change.

         Section 8.21.  Approvals.  No registration  with or consent or approval
of, or other action by, any federal,  state or other  governmental  authority or
regulatory  body  or any  other  Person  is  required  in  connection  with  the
execution,  delivery and  performance  of this  Agreement by the Borrower or any
Guarantor,  or with the execution and delivery of other Loan  Documents to which
it is a party or, with respect to the Borrower,  the borrowings  hereunder other
than registrations, consents and approvals received prior to the date hereof and
disclosed to the Administrative  Agent and the Banks and which are in full force
and effect.

         Section 8.22. Subsidiaries and Affiliates.  Attached hereto as Schedule
8.22 is a correct and complete list of each  Guarantor and all of the Borrower's
and each Guarantor's  Subsidiaries and Affiliates  showing as to each Subsidiary
and Affiliate, its name, the jurisdiction of its incorporation, its shareholders
or other owners of an interest in such  Subsidiary  and Affiliate and the number
of outstanding  shares or other ownership  interest owned by each shareholder or
other owner of an interest.

         Section 8.23.  Security  Documents.  Each Security Document executed by
the Borrower and each Guarantor shall  constitute a valid and continuing lien on
and security interest in the collateral referred to in such Security Document in
favor of the  Administrative  Agent for the  ratable  benefit of the Banks which
shall be prior to all other Liens,  claims and right of all other  Persons,  and
shall be enforceable as such against all other Persons.

         Section 8.24. Disclosure. No representation or warranty of the Borrower
or any Guarantor  contained in this Agreement,  any other Loan Document,  or any
other document, certificate or written statement furnished to the Administrative
Agent by or on behalf of the  Borrower or any  Guarantor  for use in  connection
with  the  transactions  contemplated  by this  Agreement  contains  any  untrue
statement of material fact or omits to state a material fact  necessary in order


                                       37
<PAGE>

to make the  statements  contained  herein or therein not misleading in light of
the circumstances in which they were made.

         Section  8.25 No Default.  No Default or Event of Default has  occurred
and is continuing.
                           
         Section 8.26  Compliance with Laws. The Borrower and each Guarantor are
each in compliance with all laws, rules,  regulations,  orders and decrees which
are applicable to the Borrower or any Guarantor,  or to any of their  respective
properties  which  the  failure  to comply  with  could  individually  or in the
aggregate, reasonably be expected to result in a Material Adverse Change.

         Section 8.27 Federal Reserve Requirements, Use of Proceeds. (a) Neither
the Borrower nor any Guarantor is engaged  principally in, nor has as one of its
important  activities,  the  business  of  extending  credit for the  purpose of
purchasing or carrying any "margin stock" (within the meaning of Regulation U of
the Board of Governors of the Federal  Reserve System of the United  States,  as
amended from time to time).

         (b) No part of the proceeds of any Loan will be used,  whether directly
or indirectly,  and whether  immediately,  incidentally  or  ultimately,  (i) to
purchase or to carry margin stock or extend  credit to others for the purpose of
purchasing  or  carrying  margin  stock,  or to refund  indebtedness  originally
incurred  for  such  purposes  or (ii)  for any  purpose  which  violates  or is
inconsistent  with  the  provisions  of  Regulations  T, U or X of the  Board of
Governors of The Federal Reserve System.

         (c) The  proceeds of the Loans  shall be used  solely for the  purposes
permitted under Section 2.13.


                        ARTICLE IX. AFFIRMATIVE COVENANTS

         So long as any of the Notes shall remain unpaid or any Letter of Credit
Obligation  shall  remain  outstanding  or any  Bank  shall  have  a  Commitment
hereunder,  or any  other  amount  is owing by the  Borrower  to any Bank  Party
hereunder or under any other Loan  Document,  the  Borrower  and each  Guarantor
shall:

         Section  9.01.  Maintenance  of Existence.  Do all things  necessary to
preserve,  maintain,  renew and keep in full force and effect (a) its  corporate
existence  and good  standing  in the  jurisdiction  of its  incorporation,  and
qualify and remain  qualified as a foreign  corporation in each  jurisdiction in
which such  qualification is required,  except to the extent that its failure to
so qualify  could not result in a Material  Adverse  Change and (b) all material
rights,  privileges,   licenses,   permits,  franchises  and  other  contractual
obligations.

         Section 9.02.  Conduct of Business.  Continue to engage in an efficient
and economical  manner in a business of the same general type as conducted by it
on the Closing Date.

         Section 9.03. Maintenance of Properties and Insurance.  Maintain,  keep
and preserve  all of its  properties,  (tangible  and  intangible)  necessary or
useful  in the  proper  conduct  of its  business  in  good  working  order  and
condition,   ordinary  wear  and  tear  excepted  and  maintain  insurance  with
financially  sound and reputable  insurance  companies or  associations  in such
amounts and covering such risks as are usually  carried by companies  engaged in
the same or a similar  business and similarly  situated.  Each such policy shall
name the  Administrative  Agent as the loss  payee  or  additional  insured,  as
applicable,  and shall  provide for at least  thirty  (30) days'  prior  written
notice to the  Administrative  Agent of any modification or cancellation of such
policies.  As of the Closing Date, the Banks  acknowledge that Hartford Casualty
Insurance  Company  shall  be  considered  a  financially  sound  and  reputable
insurance company.

         Section 9.04.  Maintenance of Records.  Keep adequate records and books
of account,  in which  complete  entries will be made in  accordance  with GAAP,
reflecting all of its financial transactions.



                                       38
<PAGE>

         Section 9.05.  Payment of Debt. (a) Pay all Debt and  obligations,  now
existing  or  hereafter  arising,  as and when due and  payable  and (b) pay and
discharge or cause to be paid and discharged promptly all taxes, assessments and
government charges or levies imposed upon it or upon its income and profits,  or
upon any of its  property,  real,  personal or mixed,  or upon any part thereof,
before the same shall become in default, as well as all lawful claims for labor,
materials  and supplies or otherwise  which,  if unpaid,  might become a lien or
charge upon such properties or any part thereof; provided, however, that neither
the Borrower nor any  Guarantor  shall be required to pay and discharge or cause
to be paid and discharged  any such tax,  assessment,  charge,  levy or claim so
long as the validity  thereof  shall be  contested in good faith by  appropriate
proceedings,  and the Borrower or such Guarantor, as the case may be, shall have
set aside on its books adequate reserves determined in accordance with GAAP with
respect to any such tax,  assessment,  charge,  levy or claim so contested  and;
further,  provided that, subject to the foregoing proviso, the Borrower and each
Guarantor  will pay or cause to be paid all such  taxes,  assessments,  charges,
levies or claims upon the  commencement  of  proceedings  to foreclose  any lien
which has attached as security therefor.

         Section  9.06.  Compliance  with Laws.  Comply in all respects with all
applicable Laws, such compliance to include,  without limitation,  paying before
the same become  delinquent  all taxes,  assessments  and  governmental  charges
imposed  upon it or upon its  property,  except (1) to the  extent  they are the
subject of a Good Faith  Contest or (2) to the extent that the failure to comply
has not and could not result in a Material Adverse Change.

         Section  9.07.  Right of  Inspection.  Upon  reasonable  notice  to the
Borrower and during normal  business hours and as often as reasonably  required,
permit Administrative Agent or any Bank or any agent or representative  thereof,
to examine and make copies and  abstracts  from the records and books of account
of, and visit the  properties  of, the Borrower or any  Guarantor and to discuss
the affairs, finances and accounts of the Borrower or such Guarantor with any of
its officers and directors and the  Borrower's or such  Guarantor's  independent
accountants;  and as often as  reasonably  required at any time upon  reasonable
notice to the Borrower or any Guarantor and during normal business hours, permit
either  Administrative Agent or any agent or representative  thereof, to examine
and audit the inventory and receivables of the Borrower or such  Guarantor;  and
all such costs,  expenses and charges in connection  therewith to be paid by the
Borrower in accordance with Section 14.03.

         Section 9.08. Reporting  Requirements.  Furnish directly to each of the
Banks:

                   (1)(a) Audited Annual  Financial  Statements.  (i) as soon as
available  and in any event within ninety (90) days after the end of each Fiscal
Year of BC, the audited  consolidated  balance sheet of BC and its  Consolidated
Subsidiaries as of the end of such Fiscal Year, the audited  statement of income
and  retained  earnings,  and  audited  statement  of cash  flows  of BC and its
Consolidated  Subsidiaries for such Fiscal Year, and the accompanying footnotes,
all in reasonable detail and stating in comparative form the respective  figures
for the corresponding  date and period in the prior Fiscal Year,  accompanied by
an unqualified  opinion thereon acceptable to the Administrative  Agent and each
of the Banks by BDO Seidman  LLP or other  independent  accountants  of national
standing selected by BC and reasonably  acceptable to the  Administrative  Agent
and each of the Banks, and (ii) as soon as available, but in any event within 90
days after the end of each Fiscal Year of BC, a copy of the management  prepared
consolidating  financial  statements  of BC and its  Consolidated  Subsidiaries,
stating in comparative form the respective  figures for the  corresponding  date
and period in the prior Fiscal Year, and which support the financial  statements
delivered  pursuant  to clause  (i),  in each case of (i) and (ii)  prepared  in
accordance with and accompanied by a certificate executed by the Chief Financial
Officer  certifying  that the financial  statements  were prepared in accordance
with GAAP consistently  applied and further  certifying as to whether or not, as
of the close of the  preceding  period and at all times  during  such  preceding
period, BC and its Consolidated  Subsidiaries were in compliance with all of the
provisions of this Agreement.

                   (2) Quarterly Financial Statements.  As soon as available and
in any event  within  forty  five  (45) days  after the end of each of the first
three quarters of each Fiscal Year, the consolidated and  consolidating  balance
sheet of BC and its Consolidated  Subsidiaries as of the end of such quarter and


                                       39
<PAGE>

statements of income and retained  earnings,  and statements of cash flows of BC
and its Consolidated  Subsidiaries  for the period  commencing at the end of the
previous Fiscal Year and ending with the end of such quarter,  all in reasonable
detail  and  stating  in  comparative  form  the  respective   figures  for  the
corresponding  date and period in the  previous  Fiscal Year and all prepared by
the Chief Financial  Officer in accordance with GAAP consistently  applied,  and
accompanied by a certificate  executed by the Chief Financial Officer certifying
that the financial statements were prepared in accordance with GAAP consistently
applied  and  further  certifying  as to whether or not,  as of the close of the
preceding  period and at all times  during  such  preceding  period,  BC and its
Consolidated  Subsidiaries were in compliance with all of the provisions of this
Agreement.

                   (3) Monthly Financial Statements. As soon as available and in
any event within  fifteen (15) days after the end of each  calendar  month,  the
interim  balance  sheet  of the  Borrower  as of the end of such  month  and the
interim  statements of income,  retained earnings and cash flows of the Borrower
for such  period and the portion of the fiscal year  through  such date,  all in
reasonable detail and stating in comparative form the respective figures for the
corresponding  date and period in the  previous  Fiscal Year and all prepared by
the Chief Financial  Officer in accordance with GAAP consistently  applied,  and
accompanied  by a  certificate  to that effect  executed by the Chief  Financial
Officer, provided, however, if there is a change in GAAP after the Closing Date,
which affects the  presentation of the financial  statements noted above in this
Section 9.08(3),  then, in addition to the financial  statements required above,
the Borrower  will furnish the same  financial  statements  required  under this
Section  9.08(3)  prepared in accordance  with GAAP at the same time it provides
the financial statements noted above in this Section 9.08(3).

                   (4) Monthly  Performance  Report. As soon as available and in
any event  within  twenty (20) days after the end of each month,  a  performance
report on the Borrower,  including, among other items, a statement of income and
retained earnings for such month and a comparison of actual  performance  versus
projected performance.

                   (5) Monthly Inventory Statements. As soon as available and in
any event within fifteen (15) days after the end of each month, a report in form
and substance  satisfactory to the Administrative Agent and the Banks indicating
monthly aged inventory levels (both in-house and in-transit), imputed inventory,
inventory  purchased on open  account,  monthly open orders and gross profit and
shipping levels relative to the prior year.

                   (6) Annual  Business Plan. By not later than February 13th of
each  Fiscal  Year   (commencing  with  February  13,  2000),  a  business  plan
(satisfactory in form and substance to the Banks) for the immediately succeeding
Fiscal  Year,  which  plan  shall  contain  one-year  consolidated  projections,
including a projected  balance sheet,  projected income statements and cash flow
projections,  of BC and its Consolidated  Subsidiaries,  prepared on a quarterly
basis and accompanied by detailed assumptions.

                   (7) Management Letters. Promptly upon receipt thereof, copies
of any reports  submitted  to the  Borrower and the  Guarantors  by  independent
certified public accountants in connection with the examination of the financial
statements of the Borrower made by such accountants.

                   (8)  Borrowing  Base  Certificate.  Within  fifteen (15) days
after the end of each month, a Borrowing Base Certificate.

                   (9)  Audits.  Upon the  request  of the  Required  Banks but,
unless there is an outstanding  Default or Event of Default,  no more often than
twice in each Fiscal Year,  updated  audits of  inventory,  accounts  receivable
and/or equipment  conducted by parties acceptable to and engaged by the Required
Banks; all costs,  expenses and charges in connection therewith shall be paid by
the Borrower in connection with Section 14.03.

                   (10)  Certificate  of No  Default.  Simultaneously  with  the
delivery of the financial  statements  referred to above,  a certificate  of the
chief  financial  officer of the Borrower and the Guarantors (a) certifying that
to the best of his  knowledge no Default or Event of Default has occurred and is
continuing  or, if a Default or Event of Default has occurred and is continuing,
a  statement  as to the nature  thereof  and the action  which is proposed to be


                                       40
<PAGE>

taken with respect thereto, and (b) with computations  demonstrating  compliance
with the covenants contained in Article X.

                   (11) Notice of Litigation.  Promptly  after the  commencement
thereof,  notice of all actions, suits, and proceedings known to the Borrower or
any Guarantor before any Governmental  Authority,  affecting the Borrower or any
Guarantor which, if determined adversely to the Borrower or any Guarantor, could
result in a Material Adverse Change.

                   (12)  Notices of Defaults  and Events of Default.  As soon as
possible  and in any event  within  five (5) days after the  occurrence  of each
Default or Event of Default a written  notice  setting forth the details of such
Default or Event of Default and the action  which is proposed to be taken by the
Borrower with respect thereto.

                   (13)  ERISA  Reports.  As soon as  possible  and in any event
within  ten (10) days  after the  Borrower  knows or has reason to know that any
Reportable Event or Prohibited Transaction has occurred with respect to any Plan
or that the PBGC or the Borrower has  instituted or will  institute  proceedings
under Title IV of ERISA to terminate any Plan, the Borrower will deliver to each
of the  Banks a  certificate  of the chief  financial  officer  of the  Borrower
setting forth details as to such Reportable  Event or Prohibited  Transaction or
Plan  termination  and the action  the  Borrower  propose  to take with  respect
thereto.

                   (14)  Reports  to  Other   Creditors.   Promptly   after  the
furnishing  thereof,  copies of any  statement or report  furnished to any other
party  pursuant  to the  terms  of any  indenture,  loan or  credit  or  similar
agreement  and not otherwise  required to be furnished to the Banks  pursuant to
any other clause of this Section 9.08.

                   (15)  Monthly  Accounts   Receivable   Reports.  As  soon  as
available and in any event within  fifteen (15) days after the end of each month
accounts  receivable  aging  summaries with respect to the Borrower,  and within
fifteen (15) days after the end of each  quarter of each Fiscal  Year,  detailed
accounts  receivable  aging schedules with respect to the Borrower,  prepared in
accordance with GAAP.

                   (16) Proxy  Statements,  Etc.  Promptly  after the sending or
filing thereof, copies of all proxy statements, financial statements and reports
which  the  Borrower  sends to its  stockholders,  and  copies  of all  regular,
periodic and special reports, and all registration statements which the Borrower
or any  Guarantor  files with the  Securities  and  Exchange  Commission  or any
Governmental  Authority which may be substituted  therefor, or with any national
securities exchange.

                   (17) Insurance.  Upon the occurrence of any casualty,  damage
or loss, whether or not giving rise to a claim under any insurance policy, in an
amount greater than Fifty Thousand Dollars ($50,000),  notice thereof,  together
with  copies of any  document  relating  thereto  (including  copies of any such
claim) in possession or control of the Borrower or any Guarantor or any agent of
the Borrower or any Guarantor;  and  immediately  after the occurrence  thereof,
written  notice of any  cancellation  of any  insurance  policy  required  to be
maintained by the Borrower pursuant to Section 9.05 hereof.

                   (18) Material Adverse Change.  As soon as possible and in any
event within five (5) days after the  occurrence  of any event or  circumstance,
including, but not limited to (i) any termination,  material amendment, material
supplement or other material modification of any contract or (ii) the occurrence
of a default by any party to any contract of which the Borrower is aware,  which
could result in or has resulted in a Material  Adverse  Change,  written  notice
thereof.

                   (19) Offices.  Thirty (30) days prior  written  notice of any
change in the chief  executive  office or  principal  place of  business  of the
Borrower or any Guarantor.

                   (20) Liens.  As soon as possible and in any event within five
(5) days after the  Borrower  obtains  knowledge  of any  assertion  of any Lien
(other than Liens permitted  under Section 10.03 of this Agreement)  against the
Collateral  or the  occurrence  of any event  that  could  result in a  Material


                                       41
<PAGE>

Adverse Change on the value of the Collateral or the security  interest  created
under the Security Documents, written notice thereof.

                   (21)  Environmental  Notices.  As soon as possible and in any
event within ten (10) days after receipt,  copies of all  Environmental  Notices
received by the Borrower or any  Guarantor  which are not received in and relate
to the ordinary course of the Borrower's or any Guarantor's business.

                   (22) General Information.  Such other information  respecting
the  condition or  operations,  financial or  otherwise,  of the Borrower or any
Guarantor  as the  Administrative  Agent  or any  Bank  may  from  time  to time
reasonably request.

         Section  9.09.  Compliance  With  Environmental  Laws.  Comply  in  all
respects  with all  applicable  Environmental  Laws where the  failure to comply
could cause a Material  Adverse Change and  immediately  pay or cause to be paid
all costs and expenses incurred in connection with such compliance.

         Section 9.10.  Execution of Agreement by Subsidiaries of Borrower,  BAC
and BC. Give each Bank and the Administrative Agent prompt written notice of the
creation,  establishment  or  acquisition,  in any manner,  of any Subsidiary of
Borrower,  BAC or BC not  existing  on the date  hereof.  The  Borrower or other
appropriate  Person shall execute a Pledge  Agreement with respect to the shares
or other  ownership  interest  owned  by the  Borrower,  BAC or BC of each  such
Subsidiary (together with certificates and powers with respect to such interests
duly  endorsed  in blank) and shall cause each such  Subsidiary  to (a) become a
party to this  Agreement  as a Guarantor  and (b) to execute  and  deliver  such
Security  Documents as the Banks shall  require,  including but not limited to a
Security  Agreement and  appropriate  UCC-1  Financing  Statements in connection
therewith,  within ten (10)  Business  Days of the  creation,  establishment  or
acquisition of such Subsidiary and in connection  therewith shall provide to the
Bank the supporting  documents identified in Section 7.01(1) hereof in each case
with respect to such Subsidiary.

         Section  9.11.  Further   Assurances.   Execute  any  and  all  further
documents,  agreements, and instruments, and take all further actions, which the
Administrative  Agent  or  the  Banks  shall  reasonably  request  in  order  to
effectuate  the  transactions  contemplated  by this  Agreement  and in order to
grant, preserve, protect and perfect the liens purported to be created hereunder
and under the Security Documents.


                          ARTICLE X. NEGATIVE COVENANTS

         So long as any of the Notes shall remain unpaid or any Letter of Credit
Obligation  shall  remain  outstanding  or any Bank  shall  have any  Commitment
hereunder  or any  other  amount  is owing  by the  Borrower  to any Bank  Party
hereunder or under any other Loan  Document,  the  Borrower  and each  Guarantor
shall not:

         Section 10.01. Debt. Create, incur, assume or suffer to exist any Debt,
except:

                   (1)  Debt of the  Borrower  and  the  Guarantors  under  this
Agreement, the Notes, or any other Loan Document;

                   (2) accounts payable to trade creditors for goods or services
which are not aged more than  ninety (90) days from the due date (or if there is
no specified  due date or if such account  payable is due  immediately,  are not
aged more than one hundred twenty (120) days) and current operating  liabilities
(other than for borrowed money) which are not more than one hundred twenty (120)
days past due, in each case incurred in the ordinary course of business and paid
within the specified time, unless subject to a Good Faith Contest;

                   (3) Debt secured by purchase money Liens permitted by Section
10.03(9),  including,  but not limited to that  certain  lease  agreement  to be
entered into between the Borrower and ERP Software  with respect to the lease of
computer software;

                   (4) Debt of the Borrower pursuant to hedging  agreements with
the Administrative  Agent, provided that any such agreements are entered into in
the ordinary course of the Borrower's business;



                                       42
<PAGE>

                   (5) Guaranties permitted under Section 10.02;

                   (6) Debt of the Borrower to  Independence  Community  Bank in
connection with a mortgage agreement between Independence Community Bank and the
Borrower  with  respect  to  the  premises  located  at  100  Marcus  Boulevard,
Hauppauge,  New York, provided, that (a) such mortgage does not extend to any of
the  Borrower's  personal  property,  (b)  financial  covenants,  if any, in the
mortgage are not more restrictive  than those found in this Agreement,  (c) that
the  mortgagee  executes a mortgagee  waiver in favor of the Banks,  in form and
substance satisfactory to the Administrative Agent and (d) the Borrower provides
a copy of the mortgage to the Administrative Agent upon execution thereof;

                   (7) In  addition  to the Debt  permitted  above,  Debt of the
Borrower;  provided  that  the  aggregate  principal  amount  of all  such  Debt
outstanding at any time does not exceed One Million Dollars ($1,000,000).

         Section 10.02. Guaranties.  Assume, guarantee,  endorse or otherwise be
or become directly or  contingently  responsible or liable  (including,  but not
limited to an agreement  to purchase any  obligation,  stock,  assets,  goods or
services or to supply or advance any funds,  assets,  goods or  services,  or an
agreement to maintain or cause such Person to maintain a minimum working capital
or net worth or otherwise to assure the  creditors of any Person  against  loss)
for the  obligations  of any Person,  except (1)  guarantees by  endorsement  of
negotiable  instruments for deposit or collection or similar transactions in the
ordinary course of business, (2) the guarantees provided by the Guarantors under
this  Agreement;  (3)  guarantees  provided by the Guarantors of the Borrower in
connection  with any debt  permitted  under Section 10.01 and (4) in addition to
the guarantees permitted above, guarantees provided that the aggregate amount of
all  obligations  covered by all such guarantees does not exceed at any time Two
Hundred Fifty Thousand Dollars ($250,000).

         Section  10.03.  Liens.  Create,  incur,  assume or suffer to exist any
Lien, upon or with respect to any of its real or personal properties (including,
without limitation,  leasehold interests,  leasehold  improvements and any other
interest in real property or fixtures), now owned or hereafter acquired, except:

                   (1) Liens  granted to the Bank Parties  under and pursuant to
the Security Documents;

                   (2)  Liens  for  taxes or  assessments  or  other  government
charges or levies if not yet due and  payable or if due and  payable if they are
the subject of a Good Faith Contest;

                   (3) Liens imposed by Law, such as mechanic's,  materialmen's,
landlord's,  warehousemen's  and  carrier's  Liens,  and  other  similar  Liens,
securing  obligations  incurred in the ordinary course of business which are not
past due for more than  thirty  (30)  days,  or which are the  subject of a Good
Faith Contest;

                   (4)  Liens   under   workmen's   compensation,   unemployment
insurance, social security or similar legislation (other than ERISA);

                   (5) Liens,  deposits or pledges to secure the  performance of
bids, tenders, contracts (other than contracts for the payment of money), leases
(permitted under the terms of this Agreement),  public or statutory obligations,
surety,  stay, appeal,  indemnity,  performance or other similar bonds, or other
similar obligations arising in the ordinary course of business;

                   (6) judgment and other  similar  Liens  arising in connection
with court proceedings, provided that the execution or other enforcement of such
Liens is effectively  stayed and the claims secured thereby are the subject of a
Good Faith Contest;

                   (7) easements, rights-of-way,  restrictions, zoning and other
similar  encumbrances which, in the aggregate,  do not materially interfere with
the  occupation,  use and  enjoyment  by the  Borrower of the property or assets
encumbered thereby in the normal course of its business or materially impair the
value of the property subject thereto;

                   (8) Liens set forth in Schedule 10.03; and



                                       43
<PAGE>

                   (9) purchase  money Liens on any real  property,  fixtures or
equipment  hereafter  acquired or the  assumption of any Lien on real  property,
fixtures  or  equipment  existing  at the  time of such  acquisition,  or a Lien
incurred  in  connection  with any  conditional  sale or other  title  retention
agreement or a Capital Lease; provided that:

         (a) any  property  subject to any of the  foregoing  is acquired by the
Borrower  in the  ordinary  course  of its  business  and the  Lien on any  such
property is created contemporaneously with such acquisition;

         (b) the Debt secured by any Lien so created,  assumed or existing shall
not exceed one hundred percent (100%) of the lesser of cost or fair market value
as of the time of acquisition of the property covered thereby;

         (c) each such Lien shall  attach only to the  property so acquired  and
fixed improvements thereon; and

         (d) the Debt secured by such Lien are  permitted by the  provisions  of
Section 10.01 and the related  capital  expenditure  is permitted  under Section
11.04;  and (e) all Debt  secured  by all such  Liens  shall not  require in the
aggregate  regularly  scheduled  payments  on such Debt in any Fiscal Year in an
amount greater than One Million Dollars ($1,000,000).

         Section 10.04.  Investments.  Make any loan or advance to any Person or
purchase or otherwise  acquire any capital stock,  assets,  obligations or other
securities  of, make any capital  contribution  to, or  otherwise  invest in, or
acquire any  interest  in, any Person,  except:  (1) direct  obligations  of the
United  States of  America or any  agency  thereof  backed by the full faith and
credit of the United  States of America with  maturities of one (1) year or less
from the date of  acquisition;  (2)  commercial  paper  with  maturities  of two
hundred seventy (270) days or less of (a) a Bank or any Parent of a Bank, or (b)
a domestic issuer rated at least "A-1" by Standard & Poor's Corporation or "P-1"
by Moody's Investors Service,  Inc.; (3) certificates of deposit with maturities
of one (1) year or less from the date of acquisition  issued by (a) any Bank, or
(b) any  commercial  bank  operating  within the United  States of America whose
outstanding long-term debt is rated at least A by Standard & Poor's Corporation;
(4) loans or advances  to any  Person,  provided  that the  aggregate  principal
amount of all such loans or advances outstanding at any time will not exceed One
Hundred Thousand Dollars  ($100,000);  and (5) loans or advances by the Borrower
to  either  BAC or BC and  dividends  by  Borrower  to BAC,  provided  that  the
aggregate  amount of all such loans or advances made in any Fiscal Year plus the
aggregate amount of all dividends made by the Borrower to BAC in accordance with
Section  10.09,  in any Fiscal  Year,  should not exceed Five  Hundred  Thousand
Dollars ($500,000) in the aggregate.

         Section  10.05.  Sale of  Assets.  Sell,  lease,  assign,  transfer  or
otherwise  dispose of any of its now owned or hereafter  acquired assets except:
(1) for inventory  disposed of in the ordinary course of business;  (2) the sale
or other  disposition  of assets no longer  used or useful in the conduct of its
business  or (3) the sale of five (5) acres of land  located  at the  Borrower's
premises  at 100 Marcus  Drive,  Hauppauge,  New York to The  Westwood  Company,
provided  that the  proceeds of such sale are used by the  Borrower to partially
prepay any existing  indebtedness secured by such property and allocable to such
portion thereof.

         Section   10.06.   Transactions   with   Affiliates.   Enter  into  any
transaction,  including,  without limitation,  the purchase, sale or exchange of
property or the  rendering  of any  service,  with any  Affiliate  except in the
ordinary course of and pursuant to the reasonable requirements of the Borrower's
and any  Guarantor's  business  and  upon  fair  and  reasonable  terms  no less
favorable to the Borrower or any Guarantor  than it would obtain in a comparable
arm's length transaction with a Person not an Affiliate.

         Section  10.07.  Mergers,  Etc.  Merge or  consolidate  with,  or sell,
assign, lease or otherwise dispose of (whether in one transaction or in a series
of transactions)  all or  substantially  all of its assets (whether now owned or
hereafter  acquired)  to, any Person,  or acquire all or a material  part of the
assets or the  business of any Person (or enter into any  agreement to do any of
the foregoing).



                                       44
<PAGE>

         Section 10.08.  Leases.  Create,  incur, assume, or suffer to exist any
obligation  as lessee  for the rental or hire of any real or  personal  property
except:  (1) Capital Leases permitted under Sections 10.01(3) and 10.03(9),  (2)
leases that do not in the aggregate require the Borrower and the Guarantors,  to
make payments  (including taxes,  insurance,  maintenance,  and similar expenses
which the Borrower  and any  Guarantor is required to pay under the terms of the
lease but excluding  all payments  based upon a percentage of sales or revenues)
in any  Fiscal  Year  in  excess  of Two  Million  Dollars  ($2,000,000)  in the
aggregate.

         Section 10.09.  Dividends.  Declare or pay any dividends;  or purchase,
redeem,  retire,  or  otherwise  acquire for value any of its  capital  stock or
securities convertible into capital stock now or hereafter outstanding;  or make
any distribution of assets to its stockholders as such whether in cash,  assets,
or in  obligations of the Borrower or BAC or BC, as the case may be, or allocate
or otherwise  set apart any sum for the payment of any dividend or  distribution
on, or for the purchase,  redemption, or retirement of any shares of its capital
stock;  or make any other  distribution  by reduction of capital or otherwise in
respect of any shares of its capital stock; or purchase or otherwise acquire for
value any stock of the Borrower or BAC or BC,  except,  the Borrower can declare
and pay cash dividends to BAC if the proceeds  thereof are used by BAC to make a
dividend to BC in the same amount,  provided  that the  aggregate  amount of all
such  dividends  declared in any Fiscal Year plus loans or advances  made by the
Borrower to BAC or BC will not exceed Five Hundred Thousand Dollars  ($500,000),
in the aggregate,  in any Fiscal Year, provided,  further that such amount shall
be exclusive of corporate expenses allocated by the Borrower to BAC or BC.

         Section 10.10.  Changes,  Amendments or Modifications.  Change,  amend,
modify or supplement its certificate of incorporation (including but not limited
to any of the terms or provisions  related to its preferred stock) or by-laws or
materially  change or alter the  nature of its  business  from the nature of the
business  engaged in by it on the date hereof or permit any  material  change in
the  accounting  policies  and  procedures  of the  Borrower  or any  Guarantor,
including  a change in fiscal  year,  without the prior  written  consent of the
Required Banks;  provided,  however, that any policy or procedure required to be
changed by the FASB or the Internal Revenue Service (or other board or committee
of the FASB or the Internal Revenue Service, in order to comply with GAAP may be
so changed.

         Section 10.11. Sale and Leaseback. Enter into any arrangement, directly
or  indirectly,  with any Person whereby it shall sell or transfer any property,
whether real or personal,  used or useful in its business,  whether now owned or
hereafter  acquired,  of its or any of its Subsidiaries,  if at the time of such
sale or disposition it intends to lease or otherwise acquire the right to use or
possess (except by purchaser) such property or like property for a substantially
similar purpose.

         Section  10.12.  Federal  Reserve  Requirement.  Permit any Loan or the
proceeds  of  any  Loan  to  be  used  for  any  purpose  which  violates  or is
inconsistent  with  the  provision  of  Regulations  T, U or X of the  Board  of
Governors of the Federal Reserve.

         Section  10.13.  Subordinated  Indebtedness.   Directly  or  indirectly
prepay,  defease,  purchase,  redeem,  or  otherwise  acquire  any  Subordinated
Indebtedness, without the prior written consent of the Required Banks.


                         ARTICLE XI. FINANCIAL COVENANTS

         So long as any of the Notes shall remain unpaid or any Letter of Credit
Obligation  shall  remain  outstanding  or any Bank  shall  have any  Commitment
hereunder  or any  other  amount  is owing  by the  Borrower  to any Bank  Party
hereunder or under any other Loan Document:

         Section 11.01.  Minimum Earnings Before Interest,  Taxes,  Depreciation
and  Amortization.   BC  and  its  Consolidated   Subsidiaries   shall  maintain
consolidated  Earnings Before Interest,  Taxes,  Depreciation and  Amortization,
calculated on a rolling twelve-month basis, of not less than $7,500,000,  at all
times.



                                       45
<PAGE>

         Section 11.02.  Fixed Charge Coverage  Ratio.  BC and its  Consolidated
Subsidiaries  shall maintain a consolidated  Fixed Charge Coverage Ratio, of not
less than 2.00 to 1:00 at any time.

         Section  11.03.  Cash  Flow  Leverage  Ratio.  BC and its  Consolidated
Subsidiaries  shall  maintain a  consolidated  Cash Flow  Leverage  Ratio of not
greater than 3.00 to 1.00 at any time.

         Section  11.04.   Capital   Expenditures.   BC  and  its   Consolidated
Subsidiaries  shall not make or incur consolidated  Capital  Expenditures in any
fiscal year in excess of Two Million Dollars ($2,000,000) in the aggregate.

                         ARTICLE XII. EVENTS OF DEFAULT

         Section 12.01. Events of Default.  Any of the following events shall be
an "Event of Default":

                  (1) the Borrower  shall:  (a) fail to pay the principal of any
Note or shall fail to reimburse Chase on a Letter of Credit, as and when due and
payable;  (b) fail to pay  interest on any Note  within two (2) Banking  Days of
when such interest is due and payable;  (c) fail to make any of the  prepayments
required by Section  2.11 within two (2) Banking Days of when  required;  or (d)
fail to pay any fees or expenses required to be paid within two (2) Banking Days
of when due and payable under the terms of any of the Loan Documents;

                  (2) any  representation or warranty made or deemed made by the
Borrower or any  Guarantor in this  Agreement  or in any other Loan  Document or
which is contained in any  certificate,  document,  opinion,  financial or other
statement  furnished at any time under or in  connection  with any Loan Document
shall prove to have been incorrect in any material  respect on or as of the date
made or deemed made;

                  (3) the  Borrower  or any  Guarantor  shall fail to perform or
observe any term,  covenant or agreement contained in Article X or Article XI or
in Section  9.05,  9.07 or 9.08 on its part to be performed or observed;  or the
Borrower  shall  fail to  perform or observe  any term,  covenant  or  agreement
contained  in this  Agreement  or any  Loan  Document  (other  than  obligations
specifically referred to elsewhere in this Section 12.01) to which it is a party
on its part to be performed or observed and such failure shall remain unremedied
for thirty (30) consecutive calendar days after the occurrence thereof;

                  (4) the Borrower or any Guarantor  shall:  (a) fail to pay all
or any portion of a Debt (other than the payment  obligations  described  in (1)
above), of the Borrower or such Guarantor, as the case may be, when due (whether
by scheduled maturity, required prepayment,  acceleration, demand or otherwise);
or (b) fail to perform or observe any term, covenant or condition on its part to
be performed or observed under any agreement or instrument  relating to any such
Debt,  when required to be performed or observed,  if the effect of such failure
to perform or observe is to accelerate,  or to permit the acceleration of, after
the  giving of notice or the lapse of time,  or both,  of the  maturity  of such
Debt;  or any such Debt shall be declared to be due and payable,  or required to
be prepaid (other than by a regularly scheduled required  prepayment),  prior to
the stated maturity  thereof,  provided that the aggregate  principal  amount of
Debt included in clauses (a) and (b) above shall equal or exceed $500,000;

                  (5) the Borrower or any Guarantor: (a) shall generally not, or
be unable to, or shall admit in writing its  inability to, pay its debts as such
debts become due; or (b) shall make an assignment  for the benefit of creditors,
petition or apply to any tribunal for the  appointment of a custodian,  receiver
or trustee for it or a substantial part of its assets; or (c) shall commence any
proceeding under any bankruptcy,  reorganization,  arrangement,  readjustment of
debt, dissolution or liquidation law or statute of any jurisdiction, whether now
or hereafter in effect;  or (d) shall have had any such petition or  application
filed or any such proceeding shall have been commenced,  against it, in which an
adjudication  or  appointment  is made or order for relief is entered,  or which
petition, application or proceeding remains undismissed or unstayed for a period
of sixty  (60) days or more;  or shall be the  subject of any  proceeding  under
which its assets may be subject to seizure, forfeiture or divestiture; or (e) by
any act or omission shall indicate its consent to,  approval of or  acquiescence
in any such  petition,  application  or  proceeding  or order for  relief or the
appointment of a custodian,  receiver or trustee for all or any substantial part


                                       46
<PAGE>

of its property;  or (f) shall suffer any such  custodianship,  receivership  or
trusteeship to continue undischarged for a period of sixty (60) days or more;

                  (6) one or more  judgments,  decrees or orders for the payment
of money shall be  rendered  against the  Borrower  or any  Guarantor,  and such
judgments,  decrees or orders  shall  continue  unsatisfied  and in effect for a
period of thirty  (30)  consecutive  days  without  being  vacated,  discharged,
satisfied or stayed or bonded pending appeal;

                  (7) any of the  following  events  shall  occur or exist  with
respect  to the  Borrower  or any  Guarantor  or any  ERISA  Affiliate:  (a) any
Prohibited  Transaction involving any Plan; (b) any Reportable Event shall occur
with respect to any Plan; (c) the filing under Section 4041 of ERISA of a notice
of intent to terminate any Plan or the termination of any Plan; (d) any event or
circumstance  exists  which  might  constitute  grounds  entitling  the  PBGC to
institute proceedings under Section 4042 of ERISA for the termination of, or for
the appointment of a trustee to administer,  any Plan, or the institution by the
PBGC of any such proceedings;  (e) complete or partial  withdrawal under Section
4201  or  4204  of  ERISA  from a  Multiemployer  Plan  or  the  reorganization,
insolvency,  or termination of any  Multiemployer  Plan; and in each case above,
such event or condition,  together with all other events or conditions,  if any,
could in the opinion of any Bank  subject the  Borrower or any  Guarantor or any
ERISA Affiliate to any tax, penalty, or other liability to a Plan, Multiemployer
Plan, the PBGC, or otherwise (or any combination thereof) which in the aggregate
exceeds or may exceed Three Hundred Thousand Dollars ($300,000);

                  (8) any Security Document shall at any time and for any reason
cease:  (a) to create a valid and  perfected  first  priority  (other than Liens
permitted  under this  Agreement)  Lien in and to the  property  purported to be
subject  to such  Security  Document;  or (b) to be in full  force and effect or
shall be declared null and void, or the validity or enforceability thereof shall
be  contested  by the  Borrower  or any  Guarantor,  as the case may be,  or the
Borrower  shall  deny it has any  further  liability  or  obligation  under such
Security Document,  or the Borrower or any Guarantor,  as the case may be, shall
fail to perform any of its obligations under such Security Document;

                  (9)  Article  VI shall,  at any time after the  execution  and
delivery  of this  Agreement  and for any  reason  cease to be in full force and
effect or shall be declared  null and void,  or the  validity or  enforceability
thereof shall be contested by any  Guarantor or any Guarantor  shall deny it has
any  further  liability  or  obligation  under  or  shall  fail to  perform  its
obligations under Article VI;

                  (10) if at any  time BC  ceases  to own  one  hundred  percent
(100%) of the outstanding stock (preferred and common) of BAC; or if at any time
BAC ceases to own one hundred percent (100%) of the outstanding  common stock of
the Borrower;  or if at any time BAC ceases to own one hundred percent (100%) of
the  preferred  stock of the Borrower;  or if any Person or "group"  (within the
meaning of Section  13(d) or 14(d) of the  Securities  Exchange Act of 1934,  as
amended)  other than a Person or group that is  actively  involved in the day to
day  management  of BC on the  date  of  this  Agreement:  (a)  having  acquired
beneficial  interest of 30% or more of any outstanding class of capital stock of
BC having  ordinary  voting  power in the  election of  directors of BC, if such
event is followed by a change in the  day-to-day  management  of the Borrower or
(b) obtaining the power  directly or  indirectly  (whether or not  exercised) to
elect a majority of BC's directors;

         Section  12.02.  Remedies.  If any Event of Default  shall occur and be
continuing, the Administrative Agent may, with the consent of the Required Banks
and, shall,  upon request of the Required Banks, by notice to the Borrower,  (1)
declare the  Commitments  to be terminated,  whereupon the same shall  forthwith
terminate;  (2) require the Borrower to provide Cash Collateral in the aggregate
amount of all outstanding  Letters of Credit; (3) declare the outstanding Notes,
all interest  thereon,  and all other amounts payable under this Agreement,  and
any other Loan  Documents to be forthwith due and payable,  whereupon the Notes,
all such interest, and all such amounts due under this Agreement,  and under any
other Loan  Document  shall  become and be forthwith  due and  payable,  without
presentment,  demand,  protest,  or further notice of any kind, all of which are
hereby expressly waived by the Borrower;  (4) exercise any remedies  provided in
any of the Loan Documents  and/or (5) exercise any rights and remedies  provided
by Law;  provided,  however,  that upon the  occurrence  of an Event of  Default


                                       47
<PAGE>

referred to in Section 12.01(5),  the Commitments shall automatically  terminate
and the outstanding Notes, Letters of Credit and any other amounts payable under
this  Agreement or any of the other Loan  Documents,  and all interest on any of
the foregoing,  shall be forthwith due and payable without presentment,  demand,
protest or further notice of any kind, all of which are hereby  expressly waived
by the Borrower.

                     ARTICLE XIII. THE ADMINISTRATIVE AGENT

         Section 13.01.  Appointment,  Powers and  Immunities of  Administrative
Agent. Each Bank hereby  irrevocably  appoints and authorizes the Administrative
Agent to act as its agent  hereunder and under any other Loan Document with such
powers as are specifically delegated to the Administrative Agent by the terms of
this Agreement and any other Loan  Document,  together with such other powers as
are reasonably incidental thereto. The Administrative Agent shall have no duties
or  responsibilities  except those expressly set forth in this Agreement and any
other Loan Document,  and shall not by reason of this Agreement be a trustee for
any Bank. The Administrative Agent shall not be responsible to the Banks for any
recitals, statements,  representations or warranties made by the Borrower or any
officer or  official  of the  Borrower  or any other  Person  contained  in this
Agreement or any other Loan Document, or in any certificate or other document or
instrument  referred  to or  provided  for in, or received by any of them under,
this Agreement or any other Loan Document, or for the value, legality, validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan  Document  or any other  document  or  instrument  referred to or
provided  for herein or  therein,  for the  perfection  or  priority of any Lien
securing  the  Obligations  or for any failure by the Borrower to perform any of
its obligations  hereunder or thereunder.  The  Administrative  Agent may employ
agents and attorneys-in-fact and shall not be responsible, except as to money or
securities  received  by it or its  authorized  agents,  for the  negligence  or
misconduct  of  any  such  agents  or  attorneys-in-fact  selected  by  it  with
reasonable  care.  Neither the  Administrative  Agent nor any of its  directors,
officers,  employees  or agents  shall be liable or  responsible  for any action
taken or  omitted  to be taken by it or them  hereunder  or under any other Loan
Document or in  connection  herewith or  therewith,  except for its or their own
gross negligence or willful misconduct. The Borrower shall pay any fee agreed to
by the Borrower and the Administrative  Agent with respect to the Administrative
Agent's services hereunder.

         Section 13.02.  Reliance by  Administrative  Agent. The  Administrative
Agent  shall  be  entitled  to rely  upon  any  certification,  notice  or other
communication  (including  any thereof by telephone,  telex,  telegram or cable)
believed  by it to be genuine  and correct and to have been signed or sent by or
on behalf of the proper  Person or Persons,  and upon advice and  statements  of
legal  counsel,  independent  accountants  and  other  experts  selected  by the
Administrative  Agent. The Administrative  Agent may deem and treat each Bank as
the holder of the Loans made by it and  Participations  purchased  by it for all
purposes hereof unless and until a notice of the assignment or transfer  thereof
satisfactory  to the  Administrative  Agent  signed by such Bank shall have been
furnished to the Administrative  Agent but the Administrative Agent shall not be
required to deal with any Person who has acquired a participation in any Loan or
Participation  from a Bank. As to any matters not expressly provided for by this
Agreement  or any other Loan  Document,  the  Administrative  Agent shall in all
cases be fully protected in acting,  or in refraining from acting,  hereunder in
accordance with instructions signed by the Required Banks, and such instructions
of the Required  Banks and any action  taken or failure to act pursuant  thereto
shall be binding on all of the Banks and any other  holder of all or any portion
of any Loan or Participation.

         Section 13.03.  Defaults.  The Administrative Agent shall not be deemed
to have  knowledge of the occurrence of a Default or Event of Default unless the
Administrative  Agent has received notice from a Bank or the Borrower specifying
such  Default or Event of Default and  stating  that such notice is a "Notice of
Default." In the event that the  Administrative  Agent receives such a notice of
the occurrence of a Default or Event of Default,  the Administrative Agent shall
give prompt notice thereof to the Banks. The Administrative Agent shall (subject
to Section  13.08)  take such action  with  respect to such  Default or Event of
Default which is continuing as shall be directed by the Required Banks; provided
that,  unless  and until the  Administrative  Agent  shall  have  received  such
directions,  the  Administrative  Agent may take such  action,  or refrain  from
taking such action, with respect to such Default or Event of Default as it shall


                                       48
<PAGE>

deem advisable in the best interest of the Banks;  and provided further that the
Administrative  Agent shall not be  required  to take any such  action  which it
determines to be contrary to Law.

         Section 13.04.  Rights of Administrative  Agent as a Bank. With respect
to its Commitment and the Credit Facilities  provided by it, the  Administrative
Agent in its capacity as a Bank hereunder  shall have the same rights and powers
hereunder  as any  other  Bank and may  exercise  the same as though it were not
acting as the Administrative Agent, and the term "Bank" or "Banks" shall, unless
the  context  otherwise  indicates,  include  the  Administrative  Agent  in its
capacity as a Bank.  The  Administrative  Agent and its  Affiliates may (without
having to account  therefor to any Bank) accept deposits from, lend money to (on
a secured or  unsecured  basis),  and  generally  engage in any kind of banking,
trust or other  business with the Borrower (and any of its  Affiliates) as if it
were not acting as the Administrative  Agent, and the  Administrative  Agent may
accept fees and other consideration from the Borrower for services in connection
with this  Agreement or otherwise  without having to account for the same to the
Banks.

         Section 13.05. Indemnification of Administrative Agent. The Banks agree
to  indemnify  the  Administrative  Agent (to the  extent not  reimbursed  under
Section 14.03 or under the applicable provisions of any other Loan Document, but
without  limiting the  obligations  of the Borrower  under Section 14.03 or such
provisions),  for its Pro Rata  Share of any and all  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  of any  kind and  nature  whatsoever  which  may be  imposed  on,
incurred by or asserted against the Administrative  Agent in any way relating to
or arising out of this Agreement, any other Loan Document or any other documents
contemplated by or referred to herein or the transactions contemplated hereby or
thereby  (including,  without  limitation,  the  costs  and  expenses  which the
Borrower  are  obligated  to pay under  Section  14.03) or under the  applicable
provisions  of any other Loan  Document or the  enforcement  of any of the terms
hereof or thereof or of any such other documents or  instruments;  provided that
no Bank shall be liable for any of the  foregoing  to the extent they arise from
the gross negligence or willful misconduct of the party to be indemnified.

         Section 13.06. Documents. The Administrative Agent will forward to each
Bank, promptly after the Administrative  Agent's receipt thereof, a copy of each
report,  notice or other  document  required by this Agreement or any other Loan
Document to be delivered to the Administrative Agent for such Bank.

         Section 13.07.  Non-Reliance on  Administrative  Agent and Other Banks.
Each  Bank  agrees  that it  has,  independently  and  without  reliance  on the
Administrative  Agent,  Chase or any other Bank, and based on such documents and
information as it has deemed  appropriate,  made its own credit  analysis of the
Borrower  and the  decision  to  enter  into  this  Agreement  and that it will,
independently and without reliance upon the  Administrative  Agent, Chase or any
other  Bank,  and  based on such  documents  and  information  as it shall  deem
appropriate  at the time,  continue to make its own  analysis  and  decisions in
taking or not taking action under this Agreement or any other Loan Document. The
Administrative  Agent shall not be  required  to keep itself  informed as to the
performance  or observance  by the Borrower of this  Agreement or any other Loan
Document or any other document  referred to or provided for herein or therein or
to inspect the properties or books of the Borrower.  Except for notices, reports
and other  documents and information  expressly  required to be furnished to the
Banks by the Administrative Agent hereunder,  the Administrative Agent shall not
have any duty or  responsibility  to  provide  any Bank with any credit or other
information  concerning  the  affairs,  financial  condition  or business of the
Borrower (or any of its  Affiliates)  which may come into the  possession of the
Administrative  Agent or any of its Affiliates.  The Administrative  Agent shall
not be required to file this Agreement,  any other Loan Document or any document
or instrument  referred to herein or therein,  for record or give notice of this
Agreement,  any other Loan  Document or any document or  instrument  referred to
herein or therein, to anyone.

         Section  13.08.  Failure  of  Administrative  Agent to Act.  Except for
action  expressly   required  of  the   Administrative   Agent  hereunder,   the
Administrative  Agent  shall in all  cases  be fully  justified  in  failing  or
refusing  to act  hereunder  unless it shall have  received  further  assurances
(which may include cash  collateral) of the  indemnification  obligations of the
Banks under  Section 13.05 in respect of any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.



                                       49
<PAGE>

         Section 13.09.  Resignation  of  Administrative  Agent.  Subject to the
appointment  and  acceptance  of a  successor  Administrative  Agent as provided
below, the Administrative  Agent may resign at any time by giving written notice
thereof to the Banks and the Borrower;  provided that the Borrower and the other
Banks  shall be  promptly  notified  thereof.  Upon any  such  resignation,  the
Required Banks shall have the right to appoint a successor Administrative Agent.
If no  successor  Administrative  Agent  shall  have  been so  appointed  by the
Required Banks and shall have accepted such appointment  within thirty (30) days
after the retiring Administrative Agent's giving of notice of resignation or the
Required Banks, removal of the retiring  Administrative Agent, then the retiring
Administrative   Agent  may,  on  behalf  of  the  Banks,  appoint  a  successor
Administrative Agent, which shall be a bank which has an office in New York, New
York. The Required Banks or the retiring  Administrative  Agent, as the case may
be, shall upon the appointment of a successor  Administrative  Agent promptly so
notify the Borrower and the other Banks.  Upon the acceptance of any appointment
as  Administrative  Agent hereunder by a successor  Administrative  Agent,  such
successor Administrative Agent shall thereupon 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. After any retiring Administrative Agent's resignation
or removal hereunder as Administrative Agent, the provisions of this Article XII
shall  continue  in effect for its  benefit in respect of any  actions  taken or
omitted to be taken by it while it was acting as the Administrative Agent.

         Section   13.10.    Amendments   Concerning   Agency   Function.    The
Administrative Agent shall not be bound by any waiver, amendment,  supplement or
modification  of this  Agreement or any other Loan  Document  which  affects its
duties  hereunder  or  thereunder  unless it shall have given its prior  consent
thereto.

         Section 13.11.  Liability of Administrative  Agent. The  Administrative
Agent shall not have any  liabilities  or  responsibilities  to the  Borrower on
account of the failure of any Bank to perform its  obligations  hereunder  or to
any Bank on account of the failure of the  Borrower  to perform its  obligations
hereunder or under any other Loan Document.

         Section 13.12. Transfer of Agency Function.  Without the consent of the
Borrower or any Bank, the  Administrative  Agent may at any time or from time to
time  transfer its  functions as  Administrative  Agent  hereunder to any of its
offices wherever located,  provided that the Administrative Agent shall promptly
notify the Borrower and the Banks thereof.

         Section  13.13.  Withholding  Taxes.  Each Bank  represents  that it is
entitled  to  receive  any  payments  to be made  to it  hereunder  without  the
withholding of any tax and will furnish to the Administrative  Agent such forms,
certifications,  statements and other documents as the Administrative  Agent may
request from time to time to evidence such Bank's exemption from the withholding
of any tax imposed by any jurisdiction or to enable the Administrative  Agent to
comply  with  any  applicable  laws or  regulations  relating  thereto.  Without
limiting  the effect of the  foregoing,  if any Bank is not created or organized
under the laws of the United States of America or any state  thereof,  such Bank
will furnish to the Administrative  Agent Form 4224 or Form 1001 of the Internal
Revenue Service, or such other forms,  certifications,  statements or documents,
duly  executed and  completed by such Bank as evidence of such Bank's  exemption
from the withholding of U.S. tax with respect thereto.  The Administrative Agent
shall not be obligated to make any payments hereunder to such Bank in respect of
any Loan or  Participation  or such  Bank's Loan  Commitment  or  obligation  to
purchase   Participations   until  such  Bank  shall  have   furnished   to  the
Administrative Agent the requested form, certification, statement or document.


                           ARTICLE XIV. MISCELLANEOUS

         Section 14.01.  Amendments  and Waivers.  No amendment or waiver of any
provision  of this  Agreement  or any other  Loan  Document  nor  consent to any
departure by the Borrower therefrom,  shall in any event be effective unless the
same shall be in writing and signed by the Administrative Agent and the Required
Banks and then such waiver or consent  shall be  effective  only in the specific
instance and for the specific purpose for which given;  provided,  however, that
no  amendment,  waiver or  consent,  shall,  unless in writing and signed by all
Banks do any of the following:  (1) increase the Revolving Credit  Commitment or


                                       50
<PAGE>

Letter of Credit  Commitment or the Total  Commitment;  (2) reduce the principal
of, or interest on, the Notes or the  Commitment  Fee,  reduce the amount of any
reimbursement  due in  respect of any Letter of Credit or the amount of any fees
on Letters of Credit  hereunder;  (3) postpone any date fixed for any payment of
principal  of, or interest on, the Notes or such  Commitment  Fee or any fees on
Letters of Credit  hereunder or any other amount due hereunder or under any Loan
Document,  or waive any  default in the  payment of  principal,  interest or any
other amount due hereunder or under any Loan Document; (4) change the definition
of "Required  Banks";  (5) release (a) any Guarantor from its obligations  under
its  Guaranty  or (b)  material  portion  of the  Collateral  otherwise  than in
accordance  with the Loan  Documents;  (6) amend this Section 14.01 or any other
provision  requiring the consent of all Banks or (7) waive any of the conditions
specified  in Sections  7.01 or 7.02,  provided,  further,  that no such waiver,
amendment,  supplement or modification shall waive, amend,  supplement or modify
any provision of Article XIII without the written  consent of the then Agent. No
failure on the part of the Administrative Agent or any Bank to exercise,  and no
delay in exercising,  any right  hereunder  shall operate as a waiver thereof or
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by Law.

         Section 14.02. Usury. Anything herein to the contrary  notwithstanding,
the obligations of the Borrower under this Agreement, the Notes, and the Letters
of Credit shall be subject to the limitation that payments of interest shall not
be required to the extent that receipt  thereof  would be contrary to provisions
of Law  applicable to a Bank limiting  rates of interest which may be charged or
collected by such Bank.

         Section  14.03.  Expenses;  Indemnification.  The  Borrower  agrees  to
reimburse  the  Administrative  Agent on demand  for all  costs,  expenses,  and
charges (including, without limitation, all reasonable fees and charges of legal
counsel for the Administrative  Agent incurred by the  Administrative  Agent) in
connection with the  preparation,  syndication,  performance,  or enforcement of
this Agreement, the Notes, or any other Loan Documents.

         The  Borrower  agrees  to  reimburse  Chase on  demand  for all  costs,
expenses  and  charges  incurred  by  Chase in  connection  with  conducting  an
inspection  or audit in  accordance  with  Section  9.07  and  Section  9.08(9);
however,  the Borrower will only be required to make such  reimbursement for two
such inspections in any Fiscal Year and for all such inspections  while there is
an outstanding Default or Event of Default.

         The Borrower agrees to indemnify the  Administrative  Agent,  Chase and
each Bank and their respective directors,  officers,  employees and agents from,
and hold each of them harmless against, any and all losses, liabilities, claims,
damages or expenses  incurred by any of them  arising out of or by reason of any
investigation  or  litigation or other  proceedings  (including  any  threatened
investigation or litigation or other proceedings)  arising out of this Agreement
or any of the other Loan  Documents or relating to any actual or proposed use by
the  Borrower  of the  proceeds of the Loans,  or Letters of Credit,  including,
without limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such  investigation or litigation or other  proceedings (but
excluding any such losses, liabilities,  claims, damages or expenses incurred by
reason  of the  gross  negligence  or  willful  misconduct  of the  Person to be
indemnified).

         The  obligations  of the Borrower  under this Section shall survive the
repayment of the Credit  Facilities  and all amounts due under or in  connection
with any of the Loan Documents and the termination of the Commitments.

         Section  14.04.  Assignment;  Participation.  This  Agreement  shall be
binding  upon,   and  shall  inure  to  the  benefit  of,  the   Borrower,   the
Administrative  Agent, the Banks and their  respective  successors and permitted
assigns.  The  Borrower  may not assign or  transfer  its rights or  obligations
hereunder.  Any  Bank  may at any  time  grant  to one or more  banks  or  other
institutions  (each a "Participant")  participating  interests in its portion of
the Loans and the Participations.  In the event of any such grant by a Bank of a
participating interest to a Participant,  such Bank shall remain responsible for
the  performance  of  its  obligations  hereunder,  and  the  Borrower  and  the
Administrative  Agent shall  continue to deal solely and directly with such Bank
in connection with such Bank's rights and obligations  hereunder.  Any agreement


                                       51
<PAGE>

pursuant to which any Bank may grant such a participating interest shall provide
that such Bank shall  retain the sole right and  responsibility  to enforce  the
obligations  of the  Borrower  hereunder  and  under  any  other  Loan  Document
including, without limitation, the right to approve any amendment,  modification
or  waiver of any  provision  of this  Agreement  or any  other  Loan  Document;
provided that such  participation  agreement may provide that such Bank will not
agree to any  modification,  amendment or waiver of this Agreement  described in
Section 14.01 without the consent of the Participant.

         Any  Bank  may at  any  time  assign  to one or  more  banks  or  other
institutions  (each an "Assignee")  all, or a proportionate  part of all, of its
rights and  obligations  under this  Agreement and its Notes,  and such Assignee
shall assume rights and  obligations,  pursuant to an Assignment  and Assumption
Agreement  executed  by such  Assignee  and the Bank,  with and  subject  to the
consent of the  Administrative  Agent provided that, in each case,  after giving
effect to such assignment  each Bank's and each Assignee's  portion of the Loans
and the Participations will be equal to or greater than Two Million Five Hundred
Thousand  Dollars  ($2,500,000),  such amount to be allocated  to the  Revolving
Credit  Facility and the Term Loan on a pro-rata basis,  and provided,  further,
that if the  Assignee  of any Bank is an  Affiliate  of such Bank,  neither  the
consent of the  Administrative  Agent nor the consent of the  Borrower  shall be
required for such assignment. Upon execution and delivery of such instrument and
payment by such  Assignee to the Bank of an amount equal to the  purchase  price
agreed between the Bank and such  Assignee,  such Assignee shall be a Bank party
to this Agreement and shall have all the rights and obligations of a Bank with a
Revolving  Credit  Commitment and obligation to purchase  Participations  as set
forth  in such  Assignment  and  Assumption  Agreement,  and the  Bank  shall be
released  from its  obligations  hereunder  to a  corresponding  extent,  and no
further consent or action by any party shall be required.  Upon the consummation
of any  assignment  pursuant  to this  paragraph,  a new Note or Notes  shall be
issued by the Borrower.  If the Assignee is not  incorporated  under the laws of
the United States of America or a state  thereof,  it shall,  prior to the first
date on which interest or fees are payable hereunder for its account, deliver to
the Borrower and the  Administrative  Agent  certification  as to exemption from
deduction or withholding of any United States federal income taxes in accordance
with Section 13.13.

         Any Bank may at any time assign all or any portion of its rights  under
this Agreement and its Notes to a Federal Reserve Bank. No such assignment shall
release the transferor Bank from its obligations hereunder.

         The Borrower agrees to provide all assistance reasonably requested by a
Bank to enable such Bank either to sell participations in or make assignments of
its portion of the Loans and the  Participations  as  permitted  by this Section
14.04.

         Section  14.05.  Notices.  Unless  the party to be  notified  otherwise
notifies the other party in writing as provided in this  Section,  and except as
otherwise   provided  in  this   Agreement,   notices  shall  be  given  to  the
Administrative  Agent  by  telephone,  confirmed  by  telex,  telecopy  or other
writing,  and to the Banks and to the Borrower and to each Guarantor by ordinary
mail,  telecopy or telex addressed to such party at its address on the signature
page of this Agreement.  Notices shall be effective:  (1) if given by mail, upon
receipt;  and (2) if given by telex,  when the telex is transmitted to the telex
number as aforesaid;  provided that notices to the Administrative  Agent and the
Banks shall be effective upon receipt.

         Section 14.06.  Setoff. The Borrower and each Guarantor agrees that, in
addition to (and without  limitation  of) any right of setoff,  bankers' lien or
counterclaim  a Bank may  otherwise  have,  each Bank shall be entitled,  at its
option, to offset balances (general or special,  time or demand,  provisional or
final) held by it for the account of the Borrower  and each  Guarantor at any of
such Bank's  offices,  in Dollars or in any other  currency,  against any amount
payable by the Borrower and each  Guarantor to such Bank under this Agreement or
such  Bank's  Note,  or any  other  Loan  Document  which is not  paid  when due
(regardless  of  whether  such  balances  are then due to the  Borrower  or such
Guarantor),  in  which  case it  shall  promptly  notify  the  Borrower  and the
Administrative  Agent  thereof;  provided that such Bank's  failure to give such
notice  shall not affect the  validity  thereof.  Each Bank  agrees  that to the
extent  any such  payment  is  received  by it as the  result  of a  set-off  or
otherwise and such payment results in such Bank receiving a greater payment than


                                       52
<PAGE>

it would have been  entitled  to, had the total amount of such payment been paid
directly to the  Administrative  Agent for disbursement to the Banks,  then such
Bank shall immediately  purchase for cash from the other Banks participations in
the Loans sufficient in amount so that such payment shall  effectively be shared
pro rata with the other Banks in accordance with the amount,  and to the extent,
of their respective interests in all the Loans;  provided,  however, that if all
or any portion of such  payment is  thereafter  recovered  from such Bank at any
time,  the purchase  shall be rescinded and the purchase  price  returned to the
extent of such recovery, but without interest or other return thereof.

         Section  14.07.   Jurisdiction;   Immunities.  The  Borrower  and  each
Guarantor hereby irrevocably submit to the jurisdiction of any New York State or
United  States  Federal  court  sitting  in New York  City  over any  action  or
proceeding ,arising out of or relating to this Agreement, the Notes, the Letters
of Credit,  or any other Loan  Document,  and the  Borrower  and each  Guarantor
hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard  and  determined  in such New York  State  or  Federal  court.  The
Borrower and each  Guarantor  irrevocably  consent to the service of any and all
process  in any such  action  or  proceeding  by the  mailing  of copies of such
process  to the  Borrower  and  each  Guarantor  at their  respective  addresses
specified in Section 14-05.  The Borrower and each Guarantor  agree 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. The Borrower and each Guarantor  further waive any objection to
venue in such State and any  objection to an action or  proceeding in such State
on the basis of inconvenient  forum.  The Borrower and each Guarantor agree that
any action or proceeding brought against either Administrative Agent or any Bank
shall be brought only in New York State or United  States  Federal court sitting
in New York County.

         Nothing  in this  Section  14.07  shall  affect  the  right  of  either
Administrative  Agent or any Bank to serve  legal  process  in any other  manner
permitted by Law or affect the right of either  Administrative Agent or any Bank
to bring any action or  proceeding  against the Borrower or any Guarantor or its
property in the courts of any other jurisdictions.

         To the extent that the Borrower or any  Guarantor  has or hereafter may
acquire any immunity  from  jurisdiction  of any court or from any legal process
(whether from service or notice, attachment prior to judgment, attachment in aid
of execution,  execution or  otherwise)  with respect to itself or its property,
the  Borrower  and each  Guarantor  hereby  irrevocably  waive such  immunity in
respect of its  obligations  under this  Agreement,  the Notes,  the  Letters of
Credit, and any other Loan Document.

         Section 14.08.  Governing Law. This Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed entirely within such State.

         Section  14.09.  Counterparts.  This  Agreement  may be executed by the
parties  hereto in separate  counterparts,  each of which,  when so executed and
delivered,  shall be an  original,  but all  such  counterparts  shall  together
constitute one and the same instrument. Each counterpart may consist of a number
of copies  hereof,  each signed by less than all, but together  signed by all of
the parties hereto.

         Section 14.10. Exhibits and Schedules. The Exhibits and Schedules are a
part of this Agreement as if fully set forth herein.  All  references  herein to
Sections,   subsections,   clauses,  Exhibits  and  Schedules  shall  be  deemed
references to such parts of this  Agreement,  unless the context shall otherwise
require.

         Section 14.11. Table of Contents;  Headings.  The headings in the Table
of Contents and in this  Agreement are for reference  only, and shall not affect
the interpretation or construction of this Agreement.

         Section 14.12. Severability.  If any word, phrase, sentence, paragraph,
provision or section of this Agreement or any other Loan Document shall be held,
declared, pronounced or rendered invalid, void, unenforceable or inoperative for
any  reason  by any court of  competent  jurisdiction,  Governmental  Authority,
statute or otherwise,  such  holding,  declaration,  pronouncement  or rendering
shall  not  adversely  affect  any  other  word,  phrase,  sentence,  paragraph,


                                       53
<PAGE>

provision or section of this  Agreement or such Loan  Document,  as the case may
be,  which  shall  otherwise  remain in full force and effect and be enforced in
accordance with its terms.

         Section 14.13. Integration.  This Agreement, the Loan Documents and the
Supplemental  Letter set forth the entire  agreement  among the  parties  hereto
relating to the transactions  contemplated  thereby and supersede any prior oral
or written  statements  or  agreements  with respect to such  transactions.  Any
previous   agreement  among  the  parties  with  respect  to  the   transactions
contemplated  hereunder  is  superseded  by this  Agreement  and the other  Loan
Documents,  provided,  however,  that nothing contained in this Agreement or the
other  Loan  Documents  shall  impair,  limit or affect  the liens and  security
interests  heretofore  granted,  pledged and/or  assigned to the  Administrative
Agent as security for the  Borrower's  Obligations  to the Banks under the Prior
Credit  Agreement.  Except as  expressly  provided  herein or in the other  Loan
Documents, nothing in this Agreement or in any other Loan Document, expressed or
implied,  is intended to confer upon any party,  other than the parties  hereto,
any rights,  remedies,  obligations  or  liabilities  under or by reason of this
Agreement or such other Loan Documents.

         Section  14.14.  Taxes.  All  payments  made  by  the  Borrower  or any
Guarantor under any of the Loan Documents,  including,  under any Note or Letter
of Credit or any payment by Chase under the  Participations,  or under any other
Loan Document will be made without setoff,  counterclaim  or other defense.  All
such  payments  will be made  free  and  clear  of,  and  without  deduction  or
withholding for, any present or future taxes,  levies,  imposts,  duties,  fees,
assessments or other charges of whatever nature now or hereafter  imposed by any
Governmental Authority (but excluding, except as noted below, any tax imposed on
or measured by the net income of a Bank) and all interest,  penalties or similar
liabilities with respect thereto  (collectively,  "Taxes").  If any Taxes are so
levied or imposed,  the Borrower and each Guarantor agree to pay the full amount
of such Taxes,  and such  additional  amounts as may be  necessary so that every
payment of all amounts due under any of the Loan  Documents,  including any Note
or  Letter  of  Credit  or  with  regard  to any  payment  by  Chase  under  the
Participations, or under any other Loan Document, after withholding or deduction
for or on account of any Taxes,  will not be less than the amount  provided  for
herein,  in such Note,  Letter of Credit or with  regard to any payment by Chase
under the  Participation,  or in such other Loan  Document.  If any  amounts are
payable  in  respect  of Taxes  pursuant  to the  preceding  sentence,  then the
Borrower  and each  Guarantor  agree to  reimburse  each Bank,  upon the written
request of such Bank, for taxes imposed on or measured by the net income of such
Bank and for any  withholding  ,of or deduction  from or on account of income or
similar taxes imposed by the United States of America or such other jurisdiction
as such Bank shall  determine  are payable by, or  withheld  from,  such Bank in
respect  of such  amounts so paid to or on behalf of such Bank  pursuant  to the
preceding  sentence  and in respect of any amounts  paid to or on behalf of such
Bank pursuant to this sentence.  The Borrower will furnish to the Administrative
Agent within  forty-five  (45) days after the date the payment of any Taxes,  or
any withholding or deduction on account  thereof,  is due pursuant to applicable
Law,  certified copies of tax receipts  evidencing such payment by the Borrower.
The Borrower will indemnify and hold harmless each Administrative Agent and each
Bank,  and  reimburse  such  Administrative  Agent or such Bank upon its written
request,  for the amount of any Taxes so levied or imposed  and paid or withheld
by such Administrative Agent or such Bank.

         Section  14.15.  WAIVER OF JURY TRIAL.  THE BORROWER AND EACH GUARANTOR
WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL.















                                       54
<PAGE>

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

                  BOUNDLESS TECHNOLOGIES, INC., as the Borrower


                             By:_________________________
                                Name:
                                Title:

                             Address for Notices:

                                     100 Marcus Boulevard
                                     Hauppauge, New York 11788
                                     Attn:
                                     Telecopy No.:

                             BOUNDLESS ACQUISITION CORP., as a
                             Guarantor


                             By:_________________________
                                Name:
                                Title:

                             Address for Notices:

                                     100 Marcus Boulevard
                                     Hauppauge, New York 11788
                                     Attn:
                                     Telecopy No.:


                             BOUNDLESS CORPORATION, as a Guarantor


                             By:_________________________
                                Name:
                                Title:

                             Address for Notices:

                                     100 Marcus Boulevard
                                     Hauppauge, New York 11788
                                     Attn:
                                     Telecopy No.:


                             THE CHASE MANHATTAN BANK, as Administrative Agent


                             By:_________________________
                                Name:  William DeMilt
                                Title: Vice President

                             Address for Notices:

                             New York Agency
                             4 Chase Metrotech Center
                             Brooklyn, New York 11245

                             Attention:

                             Telecopy No.: (718) 242-6900
                             Telex No.: 6720516
                             Answerback: CMBNYAUW



                                       55
<PAGE>

Bank Commitment:  THE CHASE MANHATTAN BANK, as a Bank
$7,600,000


                             By:_________________________
                                Name:  William DeMilt
                                Title: Vice President

                             Applicable Lending Office for
                             Base Rate and LIBOR Loans:

                             The Chase Manhattan Bank
                             One Chase Manhattan Plaza
                             New York, New York 10081

                             Address for Notices:

                                     7600 Jericho Turnpike
                                     Woodbury, NY 11797

                             Attention: William DeMilt

                             Telecopy No.: (516) 364-3307



Bank Commitment:             SILICON VALLEY BANK, as a Bank
$7,600,000
                             By:_________________________
                                Name:
                                Title:


                             Address for Notices:

                             Applicable Lending Office for
                             Base Rate and LIBOR Loans and
                             Address for Notices:

                                     9020 Capital of Texas Highway, North
                                     Building One, Suite 350
                                     Austin, Texas 78759

                                     Attention: Mr. Douglas Mangum

                                     Telecopy No.: 512-794-0855



Bank Commitment:           NATIONAL BANK OF CANADA, as a Bank
$3,800,000

                                    By:_________________________
                                       Name:
                                       Title:

                                    By:_________________________
                                       Name:
                                       Title:

                                    Address for Notices:

                                    Applicable Lending Office for
                                    Base Rate and LIBOR Loans and
                                    address for Notices:

                                            125 West 55th Street
                                            Suite 2300
                                            New York, New York 10019
                                            Attention: Mr. James Drum
                                            Telecopy No.: 212-632-8545


                                       56
<PAGE>

                                   EXHIBIT A
                              TO CREDIT AGREEMENT


                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$6,000,000   Uniondale, New York                                  April 14, 1999

         FOR VALUE RECEIVED,  BOUNDLESS  TECHNOLOGIES,  INC. ("Borrower") HEREBY
PROMISES  TO PAY to the  order  of THE  CHASE  MANHATTAN  BANK  ("Bank")  at the
Administrative  Agent's Office, for the account of the Applicable Lending Office
of the Bank, the principal sum of Six Million Dollars  ($6,000,000) or, if less,
the aggregate  unpaid principal amount of all Revolving Credit Loans made by the
Bank to Borrower  pursuant to Section 2.01 of the Credit  Agreement  referred to
below,  in lawful  money of the  United  States of  America  and in  immediately
available  funds,  on the Termination  Date (as defined in the Credit  Agreement
referred  to  below).  Borrower  also  promises  to pay  interest  on the unpaid
principal  balance hereof,  for the period such balance is outstanding,  at said
principal  office for the account of said  Applicable  Lending  Office,  in like
money, at the rates of interest as provided in the Credit Agreement  referred to
below, on the dates and in the manner provided in said Credit Agreement.

         Borrower hereby  authorizes the Bank to endorse on the Schedule annexed
to this Revolving  Credit Note the amount and type of all Revolving Credit Loans
made to Borrower by the Bank and all Continuations,  Conversions and payments of
principal amounts in respect of such Revolving Credit Loans,  which endorsements
shall,  in the absence of manifest  error,  be conclusive as to the  outstanding
principal  amount of all  Revolving  Credit  Loans  owed to the Bank;  provided,
however,  that the failure to make such  notation  with respect to any Revolving
Credit Loan or payment  shall not limit or otherwise  affect the  obligation  of
Borrower under the Credit Agreement or this Revolving Credit Note.

         If any  installment  of this  Revolving  Credit  Note  becomes  due and
payable  on a day which is not a Banking  Day,  the  maturity  thereof  shall be
extended to the next  succeeding  business  day, and  interest  shall be payable
thereon at the rate herein specified during such extension.

         This is one of the Revolving  Credit Notes  referred to in that certain
Amended and Restated Credit  Agreement and Guaranty,  dated as of April 14, 1999
(as amended, restated,  supplemented or modified, from time to time, the "Credit
Agreement")  among  Borrower,  Boundless  Acquisition  Corporation  ("BAC")  and
Boundless Corporation ("BC"), The Chase Manhattan Bank ("Chase"), Silicon Valley
Bank ("SVB") and National  Bank of Canada  ("NBC"),  and each other lender which
may hereafter  execute and deliver an  instrument of assignment  with respect to
the Credit Facilities as defined in and under the Credit Agreement (Chase,  SVB,
NBC and such other lenders,  each a "Bank" and collectively,  the "Banks"),  and
The Chase Manhattan Bank, as administrative,  documentation and collateral agent
for the Banks (in such capacity,  together with its successors in such capacity,
the  "Administrative  Agent"),  and is issued  pursuant  to and  entitled to the
benefits of the Credit  Agreement to which reference is made for a more complete
statement of the terms and  conditions  under which the  Revolving  Credit Loans
were or are to be made and are to be repaid.  All capitalized  terms used herein
and not  defined  herein  shall  have the  meanings  given to them in the Credit
Agreement.

         This Note is subject to optional and mandatory  prepayment  pursuant to
Sections 2.10 and 2.11 of the Credit Agreement.

         Upon the  occurrence of an Event of Default,  the unpaid balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         This  Revolving  Credit  Note is  secured  pursuant  to  certain of the
Security  Documents  referred to in the Credit Agreement,  reference to which is
hereby made for a  description  of the  Collateral  provided for under the above
referenced documents and the rights of Borrower, BAC, BC, each of the Banks, and
the Administrative Agent with respect to such Collateral.

         Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Revolving Credit Note.



                                       57
<PAGE>

         This  Revolving  Credit  Note  amends  and  restates  and is  given  in
substitution  for, but not in  satisfaction  of, that certain  Revolving  Credit
Note, dated as of January 30, 1998 by Sunriver Data Systems,  Inc. (now known as
Boundless  Technologies,  Inc.) in favor of the Bank, in the original  principal
amount of $6,000,000 and is entitled to the benefits of the Credit Agreement and
the Loan Documents and is subject to all of the agreements, terms and conditions
therein contained.

         This Revolving  Credit Note shall be governed by, and  interpreted  and
construed in accordance with, the Laws of the State of New York, provided, that,
as to the maximum rate of interest which may be charged or collected if the Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Revolving Credit Note.

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
and delivered by its duly authorized  officer, as of the day and year and at the
place first above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



                                                    By:
                                                       -------------------------
                                                       Name:    Joseph Gardner
                                                       Title:   Vice President













































                                       58
<PAGE>

                        SCHEDULE TO REVOLVING CREDIT NOTE



Date                                              Unpaid
Loan Made,                                       Principal     Name of
Continued,                           Amount of   Balance of     Person
Converted     Type of    Amount of   Principal   Revolving      Making
or Paid        Loan        Loan       Prepaid   Credit Note    Notation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       59
<PAGE>

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$6,000,000  Uniondale, New York                                   April 14, 1999

         FOR VALUE RECEIVED,  BOUNDLESS  TECHNOLOGIES,  INC. ("Borrower") HEREBY
PROMISES  TO  PAY  to  the  order  of  SILICON   VALLEY  BANK  ("Bank")  at  the
Administrative  Agent's Office, for the account of the Applicable Lending Office
of the Bank, the principal sum of Six Million Dollars  ($6,000,000) or, if less,
the aggregate  unpaid principal amount of all Revolving Credit Loans made by the
Bank to Borrower  pursuant to Section 2.01 of the Credit  Agreement  referred to
below,  in lawful  money of the  United  States of  America  and in  immediately
available  funds,  on the Termination  Date (as defined in the Credit  Agreement
referred  to  below).  Borrower  also  promises  to pay  interest  on the unpaid
principal  balance hereof,  for the period such balance is outstanding,  at said
principal  office for the account of said  Applicable  Lending  Office,  in like
money, at the rates of interest as provided in the Credit Agreement  referred to
below, on the dates and in the manner provided in said Credit Agreement.

         Borrower hereby  authorizes the Bank to endorse on the Schedule annexed
to this Revolving  Credit Note the amount and type of all Revolving Credit Loans
made to Borrower by the Bank and all Continuations,  Conversions and payments of
principal amounts in respect of such Revolving Credit Loans,  which endorsements
shall,  in the absence of manifest  error,  be conclusive as to the  outstanding
principal  amount of all  Revolving  Credit  Loans  owed to the Bank;  provided,
however,  that the failure to make such  notation  with respect to any Revolving
Credit Loan or payment  shall not limit or otherwise  affect the  obligation  of
Borrower under the Credit Agreement or this Revolving Credit Note.

         If any  installment  of this  Revolving  Credit  Note  becomes  due and
payable  on a day which is not a Banking  Day,  the  maturity  thereof  shall be
extended to the next  succeeding  business  day, and  interest  shall be payable
thereon at the rate herein specified during such extension.

         This is one of the Revolving  Credit Notes  referred to in that certain
Amended and Restated Credit  Agreement and Guaranty,  dated as of April 14, 1999
(as amended, restated,  supplemented or modified, from time to time, the "Credit
Agreement")  among  Borrower,  Boundless  Acquisition  Corporation  ("BAC")  and
Boundless Corporation ("BC"), The Chase Manhattan Bank ("Chase"), Silicon Valley
Bank ("SVB") and National  Bank of Canada  ("NBC"),  and each other lender which
may hereafter  execute and deliver an  instrument of assignment  with respect to
the Credit Facilities as defined in and under the Credit Agreement (Chase,  SVB,
NBC and such other lenders,  each a "Bank" and collectively,  the "Banks"),  and
The Chase Manhattan Bank, as administrative,  documentation and collateral agent
for the Banks (in such capacity,  together with its successors in such capacity,
the  "Administrative  Agent"),  and is issued  pursuant  to and  entitled to the
benefits of the Credit  Agreement to which reference is made for a more complete
statement of the terms and  conditions  under which the  Revolving  Credit Loans
were or are to be made and are to be repaid.  All capitalized  terms used herein
and not  defined  herein  shall  have the  meanings  given to them in the Credit
Agreement.

         This Note is subject to optional and mandatory  prepayment  pursuant to
Sections 2.10 and 2.11 of the Credit Agreement.

         Upon the  occurrence of an Event of Default,  the unpaid balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         This  Revolving  Credit  Note is  secured  pursuant  to  certain of the
Security  Documents  referred to in the Credit Agreement,  reference to which is
hereby made for a  description  of the  Collateral  provided for under the above
referenced documents and the rights of Borrower, BAC, BC, each of the Banks, and
the Administrative Agent with respect to such Collateral.

         Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Revolving Credit Note.

         This  Revolving  Credit  Note  amends  and  restates  and is  given  in
substitution  for, but not in  satisfaction  of, that certain  Revolving  Credit
Note, dated as of January 30, 1998 by Sunriver Data Systems,  Inc. (now known as


                                       60
<PAGE>

Boundless  Technologies,  Inc.) in favor of the Bank, in the original  principal
amount of $6,000,000 and is entitled to the benefits of the Credit Agreement and
the Loan Documents and is subject to all of the agreements, terms and conditions
therein contained.

         This Revolving  Credit Note shall be governed by, and  interpreted  and
construed in accordance with, the Laws of the State of New York, provided, that,
as to the maximum rate of interest which may be charged or collected if the Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Revolving Credit Note.

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
and delivered by its duly authorized  officer, as of the day and year and at the
place first above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



                                                    By:
                                                       -------------------------
                                                       Name:   Joseph Gardner
                                                       Title:  Vice President


                                       61
<PAGE>

                        SCHEDULE TO REVOLVING CREDIT NOTE



Date                                              Unpaid
Loan Made,                                       Principal     Name of
Continued,                           Amount of   Balance of     Person
Converted     Type of    Amount of   Principal   Revolving      Making
or Paid        Loan        Loan       Prepaid   Credit Note    Notation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       62
<PAGE>

                   AMENDED AND RESTATED REVOLVING CREDIT NOTE

$3,000,000  Uniondale, New York                                   April 14, 1999

         FOR VALUE RECEIVED,  BOUNDLESS  TECHNOLOGIES,  INC. ("Borrower") HEREBY
PROMISES  TO PAY to the  order  of  NATIONAL  BANK  OF  CANADA  ("Bank")  at the
Administrative  Agent's Office, for the account of the Applicable Lending Office
of the Bank,  the  principal sum of Three Million  Dollars  ($3,000,000)  or, if
less, the aggregate  unpaid  principal amount of all Revolving Credit Loans made
by the  Bank to  Borrower  pursuant  to  Section  2.01 of the  Credit  Agreement
referred  to below,  in lawful  money of the  United  States of  America  and in
immediately  available  funds, on the Termination Date (as defined in the Credit
Agreement  referred to below).  Borrower  also  promises to pay  interest on the
unpaid principal balance hereof, for the period such balance is outstanding,  at
said principal office for the account of said Applicable Lending Office, in like
money, at the rates of interest as provided in the Credit Agreement  referred to
below, on the dates and in the manner provided in said Credit Agreement.

         Borrower hereby  authorizes the Bank to endorse on the Schedule annexed
to this Revolving  Credit Note the amount and type of all Revolving Credit Loans
made to Borrower by the Bank and all Continuations,  Conversions and payments of
principal amounts in respect of such Revolving Credit Loans,  which endorsements
shall,  in the absence of manifest  error,  be conclusive as to the  outstanding
principal  amount of all  Revolving  Credit  Loans  owed to the Bank;  provided,
however,  that the failure to make such  notation  with respect to any Revolving
Credit Loan or payment  shall not limit or otherwise  affect the  obligation  of
Borrower under the Credit Agreement or this Revolving Credit Note.

         If any  installment  of this  Revolving  Credit  Note  becomes  due and
payable  on a day which is not a Banking  Day,  the  maturity  thereof  shall be
extended to the next  succeeding  business  day, and  interest  shall be payable
thereon at the rate herein specified during such extension.

         This is one of the Revolving  Credit Notes  referred to in that certain
Amended and Restated Credit  Agreement and Guaranty,  dated as of April 14, 1999
(as amended, restated,  supplemented or modified, from time to time, the "Credit
Agreement")  among  Borrower,  Boundless  Acquisition  Corporation  ("BAC")  and
Boundless Corporation ("BC"), The Chase Manhattan Bank ("Chase"), Silicon Valley
Bank ("SVB") and National  Bank of Canada  ("NBC"),  and each other lender which
may hereafter  execute and deliver an  instrument of assignment  with respect to
the Credit Facilities as defined in and under the Credit Agreement (Chase,  SVB,
NBC and such other lenders,  each a "Bank" and collectively,  the "Banks"),  and
The Chase Manhattan Bank, as administrative,  documentation and collateral agent
for the Banks (in such capacity,  together with its successors in such capacity,
the  "Administrative  Agent"),  and is issued  pursuant  to and  entitled to the
benefits of the Credit  Agreement to which reference is made for a more complete
statement of the terms and  conditions  under which the  Revolving  Credit Loans
were or are to be made and are to be repaid.  All capitalized  terms used herein
and not  defined  herein  shall  have the  meanings  given to them in the Credit
Agreement.

         This Note is subject to optional and mandatory  prepayment  pursuant to
Sections 2.10 and 2.11 of the Credit Agreement.

         Upon the  occurrence of an Event of Default,  the unpaid balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         This  Revolving  Credit  Note is  secured  pursuant  to  certain of the
Security  Documents  referred to in the Credit Agreement,  reference to which is
hereby made for a  description  of the  Collateral  provided for under the above
referenced documents and the rights of Borrower, BAC, BC, each of the Banks, and
the Administrative Agent with respect to such Collateral.

         Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Revolving Credit Note.

         This  Revolving  Credit  Note  amends  and  restates  and is  given  in
substitution  for, but not in  satisfaction  of, that certain  Revolving  Credit
Note, dated as of January 30, 1998 by Sunriver Data Systems,  Inc. (now known as


                                       63
<PAGE>

Boundless  Technologies,  Inc.) in favor of the Bank, in the original  principal
amount of $3,000,000 and is entitled to the benefits of the Credit Agreement and
the Loan Documents and is subject to all of the agreements, terms and conditions
therein contained.

         This Revolving  Credit Note shall be governed by, and  interpreted  and
construed in accordance with, the Laws of the State of New York, provided, that,
as to the maximum rate of interest which may be charged or collected if the Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Revolving Credit Note.

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
and delivered by its duly authorized  officer, as of the day and year and at the
place first above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



                                                    By:
                                                       -------------------------
                                                       Name:   Joseph Gardner
                                                       Title:  Vice President


                                       64
<PAGE>

                        SCHEDULE TO REVOLVING CREDIT NOTE



Date                                              Unpaid
Loan Made,                                       Principal     Name of
Continued,                           Amount of   Balance of     Person
Converted     Type of    Amount of   Principal   Revolving      Making
or Paid        Loan        Loan       Prepaid   Credit Note    Notation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       65
<PAGE>

                                   EXHIBIT B
                              TO CREDIT AGREEMENT


                                 TERM LOAN NOTE


$1,600,000  Uniondale, New York                                   April 14, 1999


         FOR VALUE RECEIVED,  BOUNDLESS  TECHNOLOGIES,  INC. ("Borrower") HEREBY
PROMISES  TO PAY to the  order  of THE  CHASE  MANHATTAN  BANK  ("Bank")  at the
Administrative  Agent's Office for the account of the Applicable  Lending office
of the Bank, on or before the Termination Date, the principal sum of One Million
Six Hundred Thousand  Dollars  ($1,600,000) in lawful money of the United States
and in immediately  available funds, in twelve (12) consecutive  equal quarterly
installments  of $133,333 each  commencing  June 30, 1999 and continuing on each
Quarterly Date thereafter,  provided,  however, that the last such payment shall
be in the amount  necessary to repay in full the unpaid principal amount of Term
Loan.  Borrower  also  promises to pay interest  from the date of this Term Loan
Note until such principal  amounts become due on the unpaid  principal amount of
the Term Loan Note, in like money, at said office, at the time and at a rate per
annum as provided in the Credit Agreement referred to below.

         If any  installment of this Term Loan Note becomes due and payable on a
day which is not a Banking Day, the  maturity  thereof  shall be extended to the
next succeeding  business day, and interest shall be payable thereon at the rate
herein specified during such extension.

         This is one of the Term Loan Notes referred to in that certain  Amended
and  Restated  Credit  Agreement  and  Guaranty  dated as of April 14,  1999 (as
amended,  restated,  supplemented  or modified,  from time to time,  the "Credit
Agreement") among Borrower, Boundless Acquisition Corporation ("BAC"), Boundless
Corporation  ("BC"),  The Chase  Manhattan Bank  ("Chase"),  Silicon Valley Bank
("SVB"),  National  Bank of Canada  ("NBC"),  and each  other  lender  which may
hereafter  execute and deliver an instrument  of assignment  with respect to the
Credit Facilities as defined in and under the Credit Agreement (Chase,  SVB, NBC
and such other lenders,  each a "Bank" and collectively,  the "Banks"),  and The
Chase Manhattan Bank, as administrative,  documentation and collateral agent for
the Banks (in such capacity,  together with its successors in such capacity, the
"Administrative  Agent"), and is issued pursuant to and entitled to the benefits
of the Credit Agreement to which reference is made for a more complete statement
of the  terms  and  conditions  under  which the Term Loan was made and is to be
repaid.  All capitalized terms used herein and not defined herein shall have the
meanings given to them in the Credit Agreement.

         This Note is subject to optional and mandatory  prepayment  pursuant to
Sections 2.10 and 2.11 of the Credit Agreement.

         Upon the  occurrence of an Event of Default,  the unpaid balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may become,  or may be declared to be due,  and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         This Term Loan Note is secured  pursuant  to  certain  of the  Security
Documents referred to in the Credit Agreement, reference to which is hereby made
for a  description  of the  Collateral  provided for under the  above-referenced
documents  and the rights of  Borrower,  BAC,  BC,  each of the  Banks,  and the
Administrative Agent with respect to such Collateral.

         Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Term Loan Note.

         This Term Loan Note shall be governed by, and interpreted and construed
in accordance with, the Laws of the State of New York, provided, that, as to the
maximum  rate  of  interest  which  may be  charged  or  collected  if the  Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Term Loan Note.



                                       66
<PAGE>

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
and delivered by its duly authorized  officer, as of the day and year and at the
place first above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



                                                    By:
                                                       -------------------------
                                                       Name:  Joseph Gardner
                                                       Title: Vice President




























































                                       67
<PAGE>

                                 TERM LOAN NOTE


$1,600,000  Uniondale, New York                                   April 14, 1999


         FOR VALUE RECEIVED,  BOUNDLESS  TECHNOLOGIES,  INC. ("Borrower") HEREBY
PROMISES  TO  PAY  to  the  order  of  SILICON   VALLEY  BANK  ("Bank")  at  the
Administrative  Agent's Office for the account of the Applicable  Lending office
of the Bank, on or before the Termination Date, the principal sum of One Million
Six Hundred Thousand  Dollars  ($1,600,000) in lawful money of the United States
and in immediately  available funds, in twelve (12) consecutive  equal quarterly
installments  of $133,333 each  commencing  June 30, 1999 and continuing on each
Quarterly Date thereafter,  provided,  however, that the last such payment shall
be in the amount  necessary to repay in full the unpaid principal amount of Term
Loan.  Borrower  also  promises to pay interest  from the date of this Term Loan
Note until such principal  amounts become due on the unpaid  principal amount of
the Term Loan Note, in like money, at said office, at the time and at a rate per
annum as provided in the Credit Agreement referred to below.

         If any  installment of this Term Loan Note becomes due and payable on a
day which is not a Banking Day, the  maturity  thereof  shall be extended to the
next succeeding  business day, and interest shall be payable thereon at the rate
herein specified during such extension.

         This is one of the Term Loan Notes referred to in that certain  Amended
and  Restated  Credit  Agreement  and  Guaranty  dated as of April 14,  1999 (as
amended,  restated,  supplemented  or modified,  from time to time,  the "Credit
Agreement") among Borrower, Boundless Acquisition Corporation ("BAC"), Boundless
Corporation  ("BC"),  The Chase  Manhattan Bank  ("Chase"),  Silicon Valley Bank
("SVB"),  National  Bank of Canada  ("NBC"),  and each  other  lender  which may
hereafter  execute and deliver an instrument  of assignment  with respect to the
Credit Facilities as defined in and under the Credit Agreement (Chase,  SVB, NBC
and such other lenders,  each a "Bank" and collectively,  the "Banks"),  and The
Chase Manhattan Bank, as administrative,  documentation and collateral agent for
the Banks (in such capacity,  together with its successors in such capacity, the
"Administrative  Agent"), and is issued pursuant to and entitled to the benefits
of the Credit Agreement to which reference is made for a more complete statement
of the  terms  and  conditions  under  which the Term Loan was made and is to be
repaid.  All capitalized terms used herein and not defined herein shall have the
meanings given to them in the Credit Agreement.

         This Note is subject to optional and mandatory  prepayment  pursuant to
Sections 2.10 and 2.11 of the Credit Agreement.

         Upon the  occurrence of an Event of Default,  the unpaid balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may become,  or may be declared to be due,  and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         This Term Loan Note is secured  pursuant  to  certain  of the  Security
Documents referred to in the Credit Agreement, reference to which is hereby made
for a  description  of the  Collateral  provided for under the  above-referenced
documents  and the rights of  Borrower,  BAC,  BC,  each of the  Banks,  and the
Administrative Agent with respect to such Collateral.

         Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Term Loan Note.

         This Term Loan Note shall be governed by, and interpreted and construed
in accordance with, the Laws of the State of New York, provided, that, as to the
maximum  rate  of  interest  which  may be  charged  or  collected  if the  Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Term Loan Note.



                                       68
<PAGE>

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
and delivered by its duly authorized  officer, as of the day and year and at the
place first above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



                                                    By:
                                                       -------------------------
                                                       Name:  Joseph Gardner
                                                       Title: Vice President




























































                                       69
<PAGE>

                                 TERM LOAN NOTE


$800,000  Uniondale, New York                                     April 14, 1999


         FOR VALUE RECEIVED,  BOUNDLESS  TECHNOLOGIES,  INC. ("Borrower") HEREBY
PROMISES  TO PAY to the  order  of  NATIONAL  BANK  OF  CANADA  ("Bank")  at the
Administrative  Agent's Office for the account of the Applicable  Lending office
of the Bank,  on or before the  Termination  Date,  the  principal  sum of Eight
Hundred Thousand Dollars  ($800,000) in lawful money of the United States and in
immediately   available  funds,  in  twelve  (12)  consecutive  equal  quarterly
installments  of $66,666 each  commencing  June 30, 1999 and  continuing on each
Quarterly Date thereafter,  provided,  however, that the last such payment shall
be in the amount  necessary to repay in full the unpaid principal amount of Term
Loan.  Borrower  also  promises to pay interest  from the date of this Term Loan
Note until such principal  amounts become due on the unpaid  principal amount of
the Term Loan Note, in like money, at said office, at the time and at a rate per
annum as provided in the Credit Agreement referred to below.

         If any  installment of this Term Loan Note becomes due and payable on a
day which is not a Banking Day, the  maturity  thereof  shall be extended to the
next succeeding  business day, and interest shall be payable thereon at the rate
herein specified during such extension.

         This is one of the Term Loan Notes referred to in that certain  Amended
and  Restated  Credit  Agreement  and  Guaranty  dated as of April 14,  1999 (as
amended,  restated,  supplemented  or modified,  from time to time,  the "Credit
Agreement") among Borrower, Boundless Acquisition Corporation ("BAC"), Boundless
Corporation  ("BC"),  The Chase  Manhattan Bank  ("Chase"),  Silicon Valley Bank
("SVB"),  National  Bank of Canada  ("NBC"),  and each  other  lender  which may
hereafter  execute and deliver an instrument  of assignment  with respect to the
Credit Facilities as defined in and under the Credit Agreement (Chase,  SVB, NBC
and such other lenders,  each a "Bank" and collectively,  the "Banks"),  and The
Chase Manhattan Bank, as administrative,  documentation and collateral agent for
the Banks (in such capacity,  together with its successors in such capacity, the
"Administrative  Agent"), and is issued pursuant to and entitled to the benefits
of the Credit Agreement to which reference is made for a more complete statement
of the  terms  and  conditions  under  which the Term Loan was made and is to be
repaid.  All capitalized terms used herein and not defined herein shall have the
meanings given to them in the Credit Agreement.

         This Note is subject to optional and mandatory  prepayment  pursuant to
Sections 2.10 and 2.11 of the Credit Agreement.

         Upon the  occurrence of an Event of Default,  the unpaid balance of the
principal  amount of this Note  together  with all accrued  but unpaid  interest
thereon,  may become,  or may be declared to be due,  and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         This Term Loan Note is secured  pursuant  to  certain  of the  Security
Documents referred to in the Credit Agreement, reference to which is hereby made
for a  description  of the  Collateral  provided for under the  above-referenced
documents  and the rights of  Borrower,  BAC,  BC,  each of the  Banks,  and the
Administrative Agent with respect to such Collateral.

         Borrower hereby waives presentment, notice of dishonor, protest and any
other notice or formality with respect to this Term Loan Note.

         This Term Loan Note shall be governed by, and interpreted and construed
in accordance with, the Laws of the State of New York, provided, that, as to the
maximum  rate  of  interest  which  may be  charged  or  collected  if the  Laws
applicable  to the Bank  permit it to charge or  collect a higher  rate than the
Laws of the State of New York, then such Laws applicable to the Bank shall apply
to the Bank under this Term Loan Note.



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<PAGE>

         IN WITNESS  WHEREOF,  the  Borrower has caused this Note to be executed
and delivered by its duly authorized  officer, as of the day and year and at the
place first above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



                                                    By:
                                                       -------------------------
                                                       Name:  Joseph Gardner





























































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<PAGE>

                                  EXHIBIT C-1
                              TO CREDIT AGREEMENT


                     AMENDED AND RESTATED SECURITY AGREEMENT


         SECURITY AGREEMENT,  dated as of April 14, 1999 (as amended,  restated,
supplemented or modified, from time to time, the "Security Agreement"),  made by
BOUNDLESS  TECHNOLOGIES,  INC.  ("Borrower")  to each of the Banks  (as  defined
below) party to the Credit  Agreement (as defined below) and THE CHASE MANHATTAN
BANK, as  collateral  agent for the Banks (in such  capacity,  together with its
successors in such capacity, the " Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated as of April 14, 1999 (as  amended,  restated,  supplemented  or
otherwise modified, from time to time, the "Credit Agreement"),  among Borrower,
Boundless Acquisition Corporation,  Boundless Corporation, the Banks (as defined
therein),  and the Agent.  The terms  defined in the  Credit  Agreement  and not
otherwise  defined in this  Security  Agreement  which are used in this Security
Agreement shall have the meanings set forth in the Credit Agreement.

         2. It is a  condition  precedent  to the  obligation  of the  Banks  to
provide  the  Credit  Facilities  to the  Borrower  as  provided  in the  Credit
Agreement that Borrower shall have granted the security interest contemplated by
this Security Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Banks to provide the Credit  Facilities  to the  Borrower as provided in the
Credit Agreement, Borrower hereby agrees as follows:

         SECTION 1. Grant of Security.  Borrower  hereby grants to each Bank and
hereby  grants to the Agent for the benefit of each Bank a security  interest in
and  on  all  of  Borrower's  right,  title  and  interest  in and to all of the
following,   whether  now  owned  or   hereafter   acquired  or  existing   (the
"Collateral"):

         (a) All  equipment in all of its forms,  wherever  located,  including,
without  limitation,  all  machinery  and other goods,  furniture,  furnishings,
fixtures,  office  supplies  and all other  similar  types of tangible  personal
property and all parts  thereof and all  accessions  thereto,  together with all
parts, fittings,  special tools,  alterations,  substitutions,  replacements and
accessions  thereto (any and all such equipment,  parts and accessions being the
"Equipment");

         (b) All inventory in all of its forms, wherever located, including, but
not limited to: (i) all raw materials and work in process,  finished goods,  and
materials used or consumed in  manufacture  or  production,  (ii) goods in which
Borrower  has an interest  in mass or a joint or other  interest or right of any
kind (including,  without limitation, goods in which Borrower has an interest or
right as  consignee),  and (iii) goods which are returned to or  repossessed  by
Borrower,  and all accessions thereto and products thereof and all documents and
documents  of title  relating to or covering  any of the  foregoing or any other
assets  ("Documents")  (any and all such  inventory,  accessions,  products  and
Documents being the "Inventory");

         (c) All accounts, accounts receivable,  contract rights, chattel paper,
instruments,  acceptances, drafts, and other obligations of any kind, whether or
not  arising  out of or in  connection  with  the  sale or lease of goods or the
rendering of  services,  together  with all ledger  sheets,  files,  records and
documents  relating to any of the  foregoing,  including  all computer  records,
programs,  storage media and computer  software useful or required in connection
therewith (the  "Receivables"),  and all rights now or hereafter existing in and
to all security  agreements,  leases,  and other contracts securing or otherwise
relating  to any  such  Receivables,  and  any  and all  such  leases,  security
agreements and other contracts (the "Related Contracts");

         (d) All rights under all contracts or agreements to which Borrower is a
party  (other  than  contracts  or  agreements  which by their  terms  expressly
prohibit the granting of a Lien thereon);



                                       72
<PAGE>

         (e) All trademarks,  trade names, trade styles,  service marks,  prints
and labels on which said trademarks, trade names, trade styles and service marks
have appeared or appear,  designs and general  intangibles  of like nature,  now
existing  or  hereafter  adopted,  all right,  title and  interest  therein  and
thereto,  and all  registrations  and  recordings  thereof,  including,  without
limitation,  applications,  registrations  and  recordings  in the United States
Patent and  Trademark  office or in any  similar  office or agency of the United
States,  any State  thereof,  or any other country or any political  subdivision
thereof,  together  with the goodwill  associated  therewith,  and all reissues,
amendments,  extensions  or  renewals  thereof  and all  licenses  thereof  (the
"Trademarks");

         (f) All copyrights,  copyrighted  works or any item which embodies such
copyrighted  work of the United States or any other  country,  all  applications
therefor,   all  right,  title  and  interest  therein  and  thereto,   and  all
registrations   and   recordings   thereof,   including,   without   limitation,
applications, registrations and recordings in the United States Copyright office
or in any similar  office or agency of the United  States,  any State thereof or
any other  country or any  political  subdivision  thereof,  and all  derivative
works, extensions or renewals thereof (the "Copyrights");

         (g) All letters patent of the United States or any other  country,  and
all applications  therefor,  all right,  title and interest therein and thereto,
and all registrations and recordings  thereof,  including,  without  limitation,
applications,  registrations  and  recordings  in the United  States  Patent and
Trademark  office or in any similar office or agency of the United  States,  any
State thereof or any other country or any political subdivision thereof, and all
reissues,  continuations,   divisionals,   continuations-in-part  or  extensions
thereof and all licenses thereof (the "Patents");

         (h) All general intangibles, including but not limited to good will and
tax refunds (the "General Intangibles"); and

         (i) All proceeds of any and all of the foregoing Collateral (including,
without limitation, proceeds which constitute property of the types described in
clauses  (a) through  (h) of this  Section 1) and,  to the extent not  otherwise
included,  all payments  under  insurance  (whether or not the Agent is the loss
payee  thereof),  or any indemnity,  warranty or guaranty,  payable by reason of
loss or damage to or otherwise with respect to any of the foregoing items.

         SECTION 2. Security for Obligations.  The Collateral secures the prompt
and complete payment when due of all of Borrower's Obligations.

         SECTION 3. Borrower  Remains  Liable.  Anything  herein to the contrary
notwithstanding,  (a) Borrower  shall  remain  liable  under the  contracts  and
agreements included in the Collateral to the extent set forth therein to perform
all of its  duties  and  obligations  thereunder  to the same  extent as if this
Security  Agreement had not been executed,  (b) the exercise by the Agent or any
Bank of any of the rights  hereunder shall not release  Borrower from any of its
duties or  obligations  under  the  contracts  and  agreements  included  in the
Collateral,  and (c) neither the Agent nor any Bank shall have any obligation or
liability  under the  contracts  and  agreements  included in the  Collateral by
reason of this Security Agreement,  nor shall the Agent or any Bank be obligated
to perform any of the  obligations  or duties of Borrower  thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.

         SECTION 4.  Representations  and  Warranties.  Borrower  represents and
warrants to the Agent and each Bank as follows:

         (a) All of the  Equipment  and  Inventory  are  located  at the  places
specified in Schedule I hereto.  The chief place of business and chief executive
office of Borrower and the office where  Borrower  keeps its records  concerning
Receivables  are located at the  address  specified  on  Schedule I hereto.  All
originals of all chattel paper which evidence Receivables have been delivered to
the Agent.  None of the  Receivables is evidenced by a promissory  note or other
instrument.

         (b) Borrower owns the Collateral free and clear of any Lien, except for
(1) the  security  interest  created by this  Security  Agreement  and (2) Liens
permitted  pursuant  to Section  10.03 of the  Credit  Agreement.  No  effective
financing  statement or other  instrument  similar in effect covering all or any


                                       73
<PAGE>

part of the Collateral is on file in any recording office,  except for financing
statements filed in favor of the Agent relating to this Security Agreement.

         (c)  Borrower  conducts no business  under any name or trade name other
than its proper corporate name.

         (d) Borrower has exclusive  possession and control of the Equipment and
Inventory.

         (e)  Borrower  has  the  right  to use  all  Patents,  Trademarks,  and
Copyrights  and all computer  programs and other  rights,  free from  materially
burdensome  restrictions,  which are necessary for the operation of its business
as  presently  conducted.  There  is not  pending  or  threatened  any  claim or
litigation against or affecting  Borrower  contesting the validity of any of the
Patents, Trademarks or Copyrights or computer program or other right.

         (f) This Security  Agreement creates a valid first priority Lien in the
Collateral,  securing the payment of Borrower's  Obligations,  all other actions
necessary or desirable to perfect and protect such  security  interest have been
duly taken.

         (g) No authorization,  approval or other action by, and no notice to or
filing with, any Governmental  Authority is required either (1) for the grant by
Borrower of the security interest granted hereby or for the execution,  delivery
or performance of this Security  Agreement by Borrower or (2) for the perfection
of or the  exercise  by the  Agent or any Bank of their  respective  rights  and
remedies hereunder.

         (h) The Taxpayer Identification Number of Borrower is 11-2168512.

         SECTION 5. Further  Assurances.  (a) Borrower  agrees that from time to
time, at the expense of Borrower, Borrower will promptly execute and deliver all
further  instruments  and documents,  and take all further  action,  that may be
necessary or  desirable,  or that the Agent or any of the Banks may request,  in
order to perfect and protect any  security  interest  granted or purported to be
granted  hereby or to  enable  the  Agent or any of the  Banks to  exercise  and
enforce  its rights  and  remedies  hereunder  with  respect to any  Collateral.
Without  limiting the  generality  of the  foregoing,  Borrower  will:  (1) mark
conspicuously each document and agreement included in the Collateral and, at the
request of the Agent or any of the Banks, each of its records  pertaining to the
Collateral  with a legend,  in form and substance  satisfactory to the Agent and
all of the Banks  indicating  that such  Collateral  is subject to the  security
interest  granted  hereby;  (2)  if  any  Receivable  shall  be  evidenced  by a
promissory  note or other  instrument or chattel paper deliver such to the Agent
duly  endorsed  and  accompanied  by duly  executed  instruments  of transfer or
assignment,  all in form and substance  satisfactory to the Agent and the Banks;
and  (3)  execute  and  file  such  financing  or  continuation  statements,  or
amendments  thereto,  and such other instruments or notices, as may be necessary
or desirable,  or as the Agent or any Bank may request,  in order to perfect and
preserve the security interest granted or purported to be granted hereby.

         (b) Borrower hereby  authorizes the Agent and each of the Banks to file
one or more  financing  or  continuation  statements,  and  amendments  thereto,
relative to all or any part of the Collateral  without the signature of Borrower
where  permitted by law. A carbon,  photographic  or other  reproduction of this
Security  Agreement or any financing  statement  covering the  Collateral or any
part thereof  shall be sufficient as a financing  statement  where  permitted by
law.

         (c) Borrower  will furnish to the Agent and each of the Banks from time
to  time  statements  and  schedules  further  identifying  and  describing  the
Collateral and such other reports in connection with the Collateral as the Agent
or any of the Banks may request, all in reasonable detail.

         (d) Borrower will defend the Collateral  against all claims and demands
of all  Persons  (other  than the  Agent and the  Banks)  claiming  an  interest
therein.  Borrower  will pay  promptly  when due all  property  and other taxes,
assessments  and  governmental  charges or levies  imposed upon,  and all claims
(including claims for labor,  materials and supplies)  against,  the Collateral,
except  to the  extent  where  there is a Good  Faith  Contest  to the  validity
thereof.  In connection  with any such Good Faith Contest  Borrower will, at the


                                       74
<PAGE>

request of the Agent or any Bank, promptly provide a bond, cash deposit or other
security  reasonably  satisfactory to protect the security interest of the Agent
and the Banks should such Good Faith Contest be unsuccessful.

         SECTION 6. As to Equipment, Inventory and Trademarks. Borrower shall:

         (a) Keep the Equipment and Inventory  (other than Inventory sold in the
ordinary  course of  business)  at the places  therefor  specified in Schedule I
hereto  or,  upon 30 days'  prior  written  notice  to the Agent and each of the
Banks,  at such  other  places in  jurisdictions  where all action  required  by
Section 5 shall have been taken with respect to the Equipment and Inventory;

         (b) Cause the Equipment necessary for the conduct of its business to be
maintained and preserved in the same condition, repair and working order as when
new, ordinary wear and tear excepted, and shall forthwith, or in the case of any
loss or damage to any of the  Equipment  as  quickly  as  practicable  after the
occurrence  thereof,  make or cause to be made all  repairs,  replacements,  and
other  improvements in connection  therewith which are necessary or desirable to
such end;

         (c) Permit the Agent or any Bank or any agent thereof to have access to
the Inventory and  Equipment for purposes of inspection  during normal  business
hours and upon reasonable notice to the Borrower;

         (d) Promptly  notify the Agent and each Bank in writing of any material
loss or damage to the Inventory or Equipment;

         (e) Not sell, assign, lease, mortgage, transfer or otherwise dispose of
any interest in the  Inventory or  Equipment,  except as permitted in the Credit
Agreement;

         (f) Not use or permit the  Inventory  or  Equipment  to be used for any
unlawful purpose or in violation of any Law or for hire;

         (g) Not  permit the  Equipment  to become a part of or to be affixed to
any real property of any Person; and

         (h) Advise  the Agent of all  Trademarks,  Patents  and  Copyrights  or
applications for or registration of the same, created or obtained by Borrower on
or after the date of this Security Agreement; and

         (i) Take all reasonable  steps to maintain and enforce the  Trademarks,
Patents and  Copyrights  material to the conduct of its business,  including but
not limited to: (1) payment of all fees, (2)  prosecuting  infringers if failure
to do so would  materially and adversely affect the business of Borrower and (3)
diligently pursuing any application or registration  material to the business of
Borrower.

         SECTION 7. Insurance. (a) Borrower shall, at its own expense,  maintain
insurance  with respect to the Equipment and Inventory in such amounts,  against
such risks, in such form and with such insurers, as shall be satisfactory to the
Agent and each of the Banks from time to time.  Each policy for:  (1)  liability
insurance  shall  provide  for all  losses to be paid on behalf of the Agent and
Borrower as their  respective  interests  may appear;  and (2)  property  damage
insurance  shall provide for all losses to be paid  directly to the Agent.  Each
such  policy  shall in  addition:  (a) name the Banks  and the Agent as  insured
parties thereunder (without any representation or warranty by or obligation upon
the Agent or the Banks) as their interests may appear; (b) contain the agreement
by the  insurer  that  any  loss  thereunder  shall  be  payable  to  the  Agent
notwithstanding any action, inaction or breach of representation and warranty by
Borrower;  (c) provide that there shall be no recourse  against the Agent or any
Bank for payment of premiums or other  amounts  with  respect  thereto;  and (d)
provide that at least thirty (30) days,  prior  written  notice of amendment to,
cancellation  of or  lapse  shall be given  to the  Agent  and each  Bank by the
insurer.  Borrower shall,  if so requested by the Agent or any Bank,  deliver to
the Agent and the Banks original or duplicate policies of such insurance and, as
often as the Agent or any Bank may  request,  a report of a reputable  insurance
broker with respect to such insurance.  Further,  Borrower shall, at the request
of the Agent or any Bank, duly execute and deliver  instruments of assignment of
such insurance  policies to comply with the  requirements of Section 5 and cause
the respective insurers to acknowledge notice of such assignment.



                                       75
<PAGE>

         (b) Reimbursement under any liability insurance  maintained by Borrower
pursuant  to this  Section 7 may be paid  directly  to the Person who shall have
incurred  liability  covered by such  insurance.  In case of any loss  involving
damage to Equipment or Inventory  when  subsection  (c) of this Section 7 is not
applicable,  Borrower shall make or cause to be made the necessary repairs to or
replacements  of such  Equipment  or  Inventory,  and any  proceeds of insurance
maintained  by Borrower  pursuant to this Section 7 shall be paid to Borrower as
reimbursement for the costs of such repairs or replacements.

         (c) Upon the occurrence of any Event of Default all insurance  payments
in respect of such  Equipment or  Inventory  shall be paid to and applied by the
Agent and the Banks in accordance with Section 2.11 of the Credit Agreement.

         SECTION 8. As to  Receivables.  (a) Borrower shall keep its chief place
of business and chief executive office and the office where it keeps its records
concerning the  Receivables,  at the location  therefor  specified in Schedule I
hereto or, upon 30 days,  prior  written  notice to the Agent and each Bank,  at
such other  locations in a jurisdiction  where all action  required by Section 5
shall have been  taken  with  respect  to  Receivables.  Borrower  will hold and
preserve such records and will permit  representatives  of the Agent or any Bank
to inspect and make abstracts from such records.

         (b) Except as otherwise provided in this subsection (b), Borrower shall
continue to  collect,  at its own  expense,  all amounts due or to become due to
Borrower under the Receivables.  In connection with such  collections,  Borrower
may take (and, at the Agent's discretion, shall take) such action as Borrower or
the  Agent  may  deem  necessary  or  advisable  to  enforce  collection  of the
Receivables; provided, however, that the Agent shall have the right at any time,
upon the  occurrence  and during  the  continuance  of an Event of Default  upon
written  notice to  Borrower  of its  intention  to do so, to notify the account
debtors or obligors under any Receivables of the assignment of such  Receivables
to the  Agent  and each of the  Banks and to  direct  such  account  debtors  or
obligors  to make  payment  of all  amounts  due or to  become  due to  Borrower
thereunder  directly to the Agent and, upon such notification and at the expense
of  Borrower,  to enforce  collection  of any such  Receivables,  and to adjust,
settle or compromise  the amount or payment  thereof,  in the same manner and to
the same extent as Borrower  might have done.  After  receipt by Borrower of the
notice from the Bank referred to in the proviso to the preceding sentence and as
long as there is an Event of Default,  (1) all amounts and  proceeds  (including
instruments)  received  by  Borrower  in  respect  of the  Receivables  shall be
received  in trust for the  benefit  of the  Agent and all the Banks  hereunder,
shall be  segregated  from other funds of Borrower and shall be  forthwith  paid
over  to the  Agent  in  the  same  form  as so  received  (with  any  necessary
endorsement) to be held as Cash Collateral, or be applied as provided by Section
14(b), as determined by the Required  Banks,  and (2) Borrower shall not adjust,
settle or compromise the amount or payment of any Receivable,  or release wholly
or partly any account debtor or obligor thereof, or allow any credit or discount
thereon, other than any discount allowed for prompt payment.

         SECTION 9. Transfer and Other Liens. Borrower shall not:

         (a) Sell,  assign  (by  operation  of law or  otherwise)  or  otherwise
dispose of any of the Collateral, except as permitted in the Credit Agreement.

         (b) Except as  permitted in the Credit  Agreement,  create or suffer to
exist any Lien upon or with respect to any of the  Collateral  to secure Debt of
any Person.

         SECTION  10.  Agent   Appointed   Attorney-in-Fact.   Borrower   hereby
irrevocably appoints the Agent Borrower's attorney-in-fact,  with full authority
in the place and stead of  Borrower  and in the name of  Borrower,  the Agent or
otherwise,  to, after the occurrence  and during the  continuance of an Event of
Default,  take any action and to execute any instrument which the Agent may deem
necessary or advisable to accomplish the purposes of this Agreement,  including,
without limitation:

         (a) to obtain and  adjust  insurance  required  to be paid to the Agent
pursuant to Section 7;

         (b) to ask, demand, collect, sue for, recover, compromise,  receive and
give  acquittance  and  receipts  for  moneys  due and to become due under or in
respect of any of the Collateral;



                                       76
<PAGE>

         (c) to receive, endorse, assign, and collect any and all checks, notes,
drafts  and other  negotiable  and  non-negotiable  instruments,  documents  and
chattel paper, in connection  with clause (a) or (b) above,  and Borrower waives
notice of presentment,  protest and  non-payment of any instrument,  document or
chattel paper so endorsed or assigned;

         (d) to file any claims or take any action or institute any  proceedings
which the Agent or any Bank may deem  necessary or desirable for the  collection
of any of the  Collateral  or  otherwise  to enforce the rights of any Bank with
respect to any of the Collateral; and

         (e) to  sell,  transfer,  assign  or  otherwise  deal  in or  with  the
Collateral or the proceeds or avails thereof,  as full and effectually as if the
Agent were the absolute owner thereof.

         Borrower  hereby  ratifies and approves all acts other than those which
result from the Agent's gross negligence or willful misconduct, of the Agent, as
its  attorney  in-fact,  pursuant  to this  Section  10, and the  Agent,  as its
attorney-in-fact, will not be liable for any acts of commission or omission, nor
for any error of  judgment  or mistake  of fact or law other  than  those  which
result from the Agent's  gross  negligence  or willful  misconduct.  This power,
being  coupled  with an  interest,  is  irrevocable  so  long  as this  Security
Agreement remains in effect.

         Borrower also  authorizes the Agent, at any time and from time to time,
to  communicate  in its own name with any party to any  contract,  agreement  or
instrument  included in the  Collateral  with regard to the  assignment  of such
contract, agreement or instrument and other matters relating thereto.

         SECTION  11.  Agent May  Perform.  If  Borrower  fails to  perform  any
agreement  contained herein, the Agent may itself perform,  or cause performance
of,  such  agreement,  and the  expenses  of the Agent  incurred  in  connection
therewith shall be payable by Borrower under Section 14(b).

         SECTION 12. The Agent's Duties.  The powers  conferred on the Agent and
each of the Banks hereunder are solely to protect its interest in the Collateral
and shall not impose any duty upon it to exercise  any such  powers.  Except for
the safe custody of any  Collateral in its  possession  and the  accounting  for
moneys actually received by it hereunder, the Agent and the Banks shall not have
any duty as to any  Collateral  or as to the  taking of any  necessary  steps to
preserve  rights  against  prior  parties or any other rights  pertaining to any
Collateral.

         SECTION 13. Remedies. If any Event of Default shall have occurred:

         (a) The Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise  available to it, all
the  rights  and  remedies  of a secured  party on  default  under  the  Uniform
Commercial  Code (the  "Code")  (whether or not the Code applies to the affected
Collateral)  and also may (i) require  Borrower to, and Borrower  hereby  agrees
that it will at its  expense  and  upon  the  request  of the  Agent  forthwith,
assemble  all or part of the  Collateral  as  directed  by the Agent and make it
available  to the  Agent  at a place  to be  designated  by the  Agent  which is
reasonably  convenient to both parties and (ii) to enter the premises  where any
of the  Collateral  is located  and take and carry away the same,  by any of its
representatives, with or without legal process, to Agent's place of storage, and
(iii) without notice except as specified below,  sell the Collateral or any part
thereof in one or more parcels at public or private  sale, at any of the Agent's
offices or  elsewhere,  for cash or credit or for future  delivery and upon such
other terms as Agent may deem commercially  reasonable.  Borrower agrees that to
the  extent  notice of sale  shall be  required  by law,  at least five (5) days
notice to Borrower of the time and place of public or private sale is to be made
shall constitute  reasonable  notification.  The Agent shall not be obligated to
make any sale of Collateral  regardless of notice of sale having been given. The
Agent may adjourn any public or private  sale from time to time by  announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place it was so adjourned.

         (b) All cash proceeds  received by the Agent in respect of any sale of,
collection  from, or other  realization  upon all or any part of the  Collateral
may, in the  discretion of the Agent,  be held by the Agent as  collateral  for,


                                       77
<PAGE>

and/or  then or at any time  thereafter  applied  (after  payment of any amounts
payable to the Agent and each of the Banks  pursuant  to Section 14) in whole or
in part by the Agent against, all or any part of Borrower's  Obligations in such
order as the Agent shall elect.  Any surplus of such cash or cash  proceeds held
by the Agent and remaining  after payment in full of all the  Obligations to the
Agent and all of the Banks shall be paid over to  Borrower.  If the  proceeds of
the sale of the Collateral are  insufficient  to pay all Borrower's  Obligations
Borrower  agrees to pay upon demand any  deficiency to the Agent and each of the
Banks.

         SECTION 14.  Indemnity and Expenses.  (a) Borrower  agrees to indemnify
the Agent and each of the Banks from and against any and all claims,  losses and
liabilities growing out of or resulting from this Security Agreement (including,
without  limitation,  enforcement  of this Security  Agreement),  except claims,
losses or liabilities resulting from the Agent's or such Bank's gross negligence
or willful misconduct.

         (b)  Borrower  will upon  demand pay to the Agent and each of the Banks
the  amount  of any and all  expenses,  including  the  fees  and out of  pocket
disbursements  of its counsel and of any experts and agents,  which the Agent or
any of the Banks may  incur in  connection  with (1)  filing or  recording  fees
incurred  in  connection  with  this  Security   Agreement,   (2)  the  custody,
preservation,  use or operation  of, or the sale of,  collection  from, or other
realization upon, any of the Collateral,  (3) the exercise or enforcement of any
of the rights of the Agent or any of the Banks hereunder,  or (4) the failure by
Borrower to perform or observe any of the provisions  hereof.  Neither the Agent
nor any Bank  shall be liable to  Borrower  for  damages  as a result of delays,
temporary  withdrawals  of the Equipment from service or other causes other than
those  caused  by the  Agent's  or  such  Bank's  gross  negligence  or  willful
misconduct.

         SECTION 15. Amendments; Etc. No amendment or waiver of any provision of
this Security  Agreement nor consent to any departure by Borrower herefrom shall
in any event be effective  unless the same shall be in writing and signed by the
Agent and the Required Banks, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

         SECTION 16. Addresses for Notices. All notices and other communications
provided  for  hereunder  shall be in writing  and,  if to  Borrower,  mailed or
delivered by messenger or sent by  facsimile,  addressed to it at the address of
Borrower specified in the Credit Agreement; if to a Bank, mailed or delivered by
messenger  or sent by  facsimile  to it,  addressed to it at the address of such
Bank specified in the Credit Agreement;  if to the Agent, mailed or delivered by
messenger  or sent by  facsimile  to it,  addressed  to it at the address of the
Agent specified in the Credit Agreement;  or as to any other party at such other
address as shall be designated  by such party in a written  notice to each other
party complying as to delivery with the terms of this Section.  All such notices
and other communications shall, when mailed or delivered by messenger or sent by
facsimile, respectively, be effective when received in the mails or delivered to
the messenger or sent by facsimile, respectively, addressed as aforesaid.

         SECTION 17. Continuing Security Interest;  Transfer of Revolving Credit
Note.  This  Agreement  shall  create  a  continuing  security  interest  in the
Collateral  and shall (1) remain in full force and effect until  payment in full
of all Borrower  Obligations  (after the Termination  Date), (2) be binding upon
Borrower,  its successors and assigns, and (3) inure to the benefit of the Agent
and each Bank and their  successors,  transferees and assigns.  Without limiting
the generality of the foregoing  clause (3),  subject to the terms of the Credit
Agreement,  the Agent and each Bank may assign or  otherwise  transfer  all or a
portion of its rights and obligations  under the Credit Agreement and its Credit
Facilities  to any other  Person and such other Person  shall  thereupon  become
vested  with all the  benefits in respect  thereof  granted to the Agent or such
Bank herein or  otherwise.  Upon the payment in full of  Borrower's  Obligations
(after the  Termination  Date),  the  security  interest  granted  hereby  shall
terminate and all rights to the  Collateral  shall revert to Borrower.  Upon any
such termination,  the Agent will, at Borrower's expense, execute and deliver to
Borrower such  documents as Borrower shall  reasonably  request to evidence such
termination.



                                       78
<PAGE>

         SECTION 18.  Governing Law;  Terms.  This Security  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York,
except to the extent that the validity or  perfection  of the security  interest
hereunder,  or remedies hereunder,  in respect of any particular  Collateral are
governed by the laws of a jurisdiction  other than the State of New York. Unless
otherwise defined herein or in the Credit Agreement,  terms used in Article 9 of
the Uniform  Commercial Code in the State of New York are used herein as therein
defined.

         SECTION 19.  Miscellaneous.  This Security  Agreement is in addition to
and not in  limitation  of any other rights and remedies the Agent or any of the
Banks  may have by  virtue  of any other  instrument  or  agreement  heretofore,
contemporaneously  herewith  or  hereafter  executed  by  Borrower  or by Law or
otherwise. If any provision of this Security Agreement is contrary to applicable
law,  such  provision  shall be  deemed  ineffective  without  invalidating  the
remaining  provisions  hereof.  If and to the extent that applicable Law confers
any rights in addition to any of the provisions of this Security Agreement,  the
affected provision shall be considered  amended to conform thereto.  Neither the
Agent nor any Bank shall by any act,  delay,  omission or otherwise be deemed to
have  waived any of its rights or remedies  hereunder.  A waiver by the Agent or
any Bank of any  right or remedy  hereunder  on any one  occasion,  shall not be
construed  as a bar to or waiver of any such right or remedy  which the Agent or
such Bank would have had on any future  occasion nor shall the Agent or any Bank
be liable for exercising or failing to exercise any such right or remedy.

         SECTION 20. Amendment and Restatements.  This Security Agreement amends
and restates, and is given in substitution for, but not in satisfaction of, that
certain  Security  Agreement,  dated as of October 20, 1995 (the "Prior Security
Agreement"),  provided,  that nothing contained in this Security Agreement,  the
Credit  Agreement or any other Loan Document shall limit or affect the liens and
security interest heretofore  granted,  pledged and/or assigned to the Banks and
the Agent  for the  ratable  benefit  of the  Banks  under  the  Prior  Security
Agreement.

         IN WITNESS WHEREOF,  Borrower has caused this Security  Agreement to be
duly executed and delivered by its officer  thereunto duly  authorized as of the
date first above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



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


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<PAGE>

                                  EXHIBIT C-2
                              TO CREDIT AGREEMENT


                          GUARANTOR SECURITY AGREEMENT

         SECURITY AGREEMENT,  dated as of April 14, 1999 (as amended,  restated,
supplemented or modified, from time to time, the 
 Agreement"),  made by
BOUNDLESS ACQUISITION CORPORATION ("Guarantor") to each of the Banks (as defined
below) party to the Credit  Agreement (as defined below) and THE CHASE MANHATTAN
BANK, as  collateral  agent for the Banks (in such  capacity,  together with its
successors in such capacity, the "Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated as of April 14, 1999 (as  amended,  restated,  supplemented  or
otherwise modified, from time to time, the "Credit Agreement"),  among Boundless
Technologies,  Inc.  (the  "Borrower"),  the  Guarantor,  the Banks (as  defined
therein),  and the Agent.  The terms  defined in the  Credit  Agreement  and not
otherwise  defined in this  Security  Agreement  which are used in this Security
Agreement shall have the meanings set forth in the Credit Agreement.

         2. It is a  condition  precedent  to the  obligation  of the  Banks  to
provide  the  Credit  Facilities  to the  Borrower  as  provided  in the  Credit
Agreement  that  the  Guarantor   shall  have  granted  the  security   interest
contemplated by this Security Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Banks to provide the Credit  Facilities  to the  Borrower as provided in the
Credit Agreement, Guarantor hereby agrees as follows:

         SECTION 1. Grant of Security.  Guarantor hereby grants to each Bank and
hereby  grants to the Agent for the benefit of each Bank a security  interest in
and  on  all of  Guarantor's  right,  title  and  interest  in and to all of the
following,   whether  now  owned  or   hereafter   acquired  or  existing   (the
"Collateral"):

         (a) All  equipment in all of its forms,  wherever  located,  including,
without  limitation,  all  machinery  and other goods,  furniture,  furnishings,
fixtures,  office  supplies  and all other  similar  types of tangible  personal
property and all parts  thereof and all  accessions  thereto,  together with all
parts, fittings,  special tools,  alterations,  substitutions,  replacements and
accessions  thereto (any and all such equipment,  parts and accessions being the
"Equipment");

         (b) All inventory in all of its forms, wherever located, including, but
not limited to: (i) all raw materials and work in process,  finished goods,  and
materials used or consumed in  manufacture  or  production,  (ii) goods in which
Guarantor  has an interest in mass or a joint or other  interest or right of any
kind (including, without limitation, goods in which Guarantor has an interest or
right as  consignee),  and (iii) goods which are returned to or  repossessed  by
Guarantor, and all accessions thereto and products thereof and all documents and
documents  of title  relating to or covering  any of the  foregoing or any other
assets  ("Documents")  (any and all such  inventory,  accessions,  products  and
Documents being the "Inventory");

         (c) All accounts, accounts receivable,  contract rights, chattel paper,
instruments,  acceptances, drafts, and other obligations of any kind, whether or
not  arising  out of or in  connection  with  the  sale or lease of goods or the
rendering of  services,  together  with all ledger  sheets,  files,  records and
documents  relating to any of the  foregoing,  including  all computer  records,
programs,  storage media and computer  software useful or required in connection
therewith (the  "Receivables"),  and all rights now or hereafter existing in and
to all security  agreements,  leases,  and other contracts securing or otherwise
relating  to any  such  Receivables,  and  any  and all  such  leases,  security
agreements and other contracts (the "Related Contracts");

         (d) All rights under all contracts or agreements to which  Guarantor is
a party  (other than  contracts  or  agreements  which by their terms  expressly
prohibit the granting of a Lien thereon);

         (e) All trademarks,  trade names, trade styles,  service marks,  prints
and labels on which said trademarks, trade names, trade styles and service marks


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<PAGE>

have appeared or appear,  designs and general  intangibles  of like nature,  now
existing  or  hereafter  adopted,  all right,  title and  interest  therein  and
thereto,  and all  registrations  and  recordings  thereof,  including,  without
limitation,  applications,  registrations  and  recordings  in the United States
Patent and  Trademark  office or in any  similar  office or agency of the United
States,  any State  thereof,  or any other country or any political  subdivision
thereof,  together  with the goodwill  associated  therewith,  and all reissues,
amendments,  extensions  or  renewals  thereof  and all  licenses  thereof  (the
"Trademarks");

         (f) All copyrights,  copyrighted  works or any item which embodies such
copyrighted  work of the United States or any other  country,  all  applications
therefor,   all  right,  title  and  interest  therein  and  thereto,   and  all
registrations   and   recordings   thereof,   including,   without   limitation,
applications, registrations and recordings in the United States Copyright office
or in any similar  office or agency of the United  States,  any State thereof or
any other  country or any  political  subdivision  thereof,  and all  derivative
works, extensions or renewals thereof (the "Copyrights");

         (g) All letters patent of the United States or any other  country,  and
all applications  therefor,  all right,  title and interest therein and thereto,
and all registrations and recordings  thereof,  including,  without  limitation,
applications,  registrations  and  recordings  in the United  States  Patent and
Trademark  office or in any similar office or agency of the United  States,  any
State thereof or any other country or any political subdivision thereof, and all
reissues,  continuations,   divisionals,   continuations-in-part  or  extensions
thereof and all licenses thereof (the "Patents");

         (h) All general intangibles, including but not limited to good will and
tax refunds (the "General Intangibles"); and

         (i) All proceeds of any and all of the foregoing Collateral (including,
without limitation, proceeds which constitute property of the types described in
clauses  (a) through  (h) of this  Section 1) and,  to the extent not  otherwise
included,  all payments  under  insurance  (whether or not the Agent is the loss
payee  thereof),  or any indemnity,  warranty or guaranty,  payable by reason of
loss or damage to or otherwise with respect to any of the foregoing items.

         SECTION 2. Security for Obligations.  The Collateral secures the prompt
and complete payment when due of all  indebtedness,  obligations and liabilities
of the Guarantor to the Agent or any Bank,  now existing or hereafter  incurred,
under or arising out of or in connection  with the Credit  Agreement,  or any of
the  other  Loan  Documents,  whether  for  principal,  interest,  reimbursement
obligations,  or  obligations as a guarantor,  fees,  expenses or otherwise (the
"Guarantor Obligations").

         SECTION 3. Guarantor  Remains  Liable.  Anything herein to the contrary
notwithstanding,  (a)  Guarantor  shall remain  liable under the  contracts  and
agreements included in the Collateral to the extent set forth therein to perform
all of its  duties  and  obligations  thereunder  to the same  extent as if this
Security  Agreement had not been executed,  (b) the exercise by the Agent or any
Bank of any of the rights hereunder shall not release  Guarantor from any of its
duties or  obligations  under  the  contracts  and  agreements  included  in the
Collateral,  and (c) neither the Agent nor any Bank shall have any obligation or
liability  under the  contracts  and  agreements  included in the  Collateral by
reason of this Security Agreement,  nor shall the Agent or any Bank be obligated
to perform any of the  obligations or duties of Guarantor  thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.

         SECTION 4.  Representations  and Warranties.  Guarantor  represents and
warrants to the Agent and each Bank as follows:

         (a) All of the  Equipment  and  Inventory  are  located  at the  places
specified in Schedule I hereto.  The chief place of business and chief executive
office of Guarantor and the office where Guarantor keeps its records  concerning
Receivables  are located at the  address  specified  on  Schedule I hereto.  All
originals of all chattel paper which evidence Receivables have been delivered to
the Agent.  None of the  Receivables is evidenced by a promissory  note or other
instrument.



                                       81
<PAGE>

         (b) Guarantor  owns the Collateral  free and clear of any Lien,  except
for (1) the security  interest created by this Security  Agreement and (2) Liens
permitted  pursuant  to Section  10.03 of the  Credit  Agreement.  No  effective
financing  statement or other  instrument  similar in effect covering all or any
part of the Collateral is on file in any recording office,  except for financing
statements filed in favor of the Agent relating to this Security Agreement.

         (c) Guarantor  conducts no business  under any name or trade name other
than its proper corporate name.

         (d) Guarantor has exclusive possession and control of the Equipment and
Inventory.

         (e)  Guarantor  has the  right  to use  all  Patents,  Trademarks,  and
Copyrights  and all computer  programs and other  rights,  free from  materially
burdensome  restrictions,  which are necessary for the operation of its business
as  presently  conducted.  There  is not  pending  or  threatened  any  claim or
litigation against or affecting Guarantor  contesting the validity of any of the
Patents, Trademarks or Copyrights or computer program or other right.

         (f) This Security  Agreement creates a valid first priority Lien in the
Collateral,  securing the payment of Guarantor's Obligations,  all other actions
necessary or desirable to perfect and protect such  security  interest have been
duly taken.

         (g) No authorization,  approval or other action by, and no notice to or
filing with, any Governmental  Authority is required either (1) for the grant by
Guarantor of the security interest granted hereby or for the execution, delivery
or performance of this Security Agreement by Guarantor or (2) for the perfection
of or the  exercise  by the  Agent or any Bank of their  respective  rights  and
remedies hereunder.

         (h) The Taxpayer Identification Number of Guarantor is 74-2738506.

         SECTION 5. Further  Assurances.  (a) Guarantor agrees that from time to
time, at the expense of Guarantor,  Guarantor will promptly  execute and deliver
all further instruments and documents,  and take all further action, that may be
necessary or  desirable,  or that the Agent or any of the Banks may request,  in
order to perfect and protect any  security  interest  granted or purported to be
granted  hereby or to  enable  the  Agent or any of the  Banks to  exercise  and
enforce  its rights  and  remedies  hereunder  with  respect to any  Collateral.
Without  limiting the  generality of the  foregoing,  Guarantor  will:  (1) mark
conspicuously each document and agreement included in the Collateral and, at the
request of the Agent or any of the Banks, each of its records  pertaining to the
Collateral  with a legend,  in form and substance  satisfactory to the Agent and
all of the Banks  indicating  that such  Collateral  is subject to the  security
interest  granted  hereby;  (2)  if  any  Receivable  shall  be  evidenced  by a
promissory  note or other  instrument or chattel paper deliver such to the Agent
duly  endorsed  and  accompanied  by duly  executed  instruments  of transfer or
assignment,  all in form and substance  satisfactory to the Agent and the Banks;
and  (3)  execute  and  file  such  financing  or  continuation  statements,  or
amendments  thereto,  and such other instruments or notices, as may be necessary
or desirable,  or as the Agent or any Bank may request,  in order to perfect and
preserve the security interest granted or purported to be granted hereby.

         (b) Guarantor hereby authorizes the Agent and each of the Banks to file
one or more  financing  or  continuation  statements,  and  amendments  thereto,
relative to all or any part of the Collateral without the signature of Guarantor
where  permitted by law. A carbon,  photographic  or other  reproduction of this
Security  Agreement or any financing  statement  covering the  Collateral or any
part thereof  shall be sufficient as a financing  statement  where  permitted by
law.

         (c) Guarantor will furnish to the Agent and each of the Banks from time
to  time  statements  and  schedules  further  identifying  and  describing  the
Collateral and such other reports in connection with the Collateral as the Agent
or any of the Banks may request, all in reasonable detail.

         (d) Guarantor will defend the Collateral against all claims and demands
of all  Persons  (other  than the  Agent and the  Banks)  claiming  an  interest
therein.  Guarantor  will pay  promptly  when due all  property and other taxes,


                                       82
<PAGE>

assessments  and  governmental  charges or levies  imposed upon,  and all claims
(including claims for labor,  materials and supplies)  against,  the Collateral,
except  to the  extent  where  there is a Good  Faith  Contest  to the  validity
thereof.  In connection with any such Good Faith Contest  Guarantor will, at the
request of the Agent or any Bank, promptly provide a bond, cash deposit or other
security  reasonably  satisfactory to protect the security interest of the Agent
and the Banks should such Good Faith Contest be unsuccessful.

         SECTION 6. As to Equipment, Inventory and Trademarks. Guarantor shall:

         (a) Keep the Equipment and Inventory  (other than Inventory sold in the
ordinary  course of  business)  at the places  therefor  specified in Schedule I
hereto  or,  upon 30 days'  prior  written  notice  to the Agent and each of the
Banks,  at such  other  places in  jurisdictions  where all action  required  by
Section 5 shall have been taken with respect to the Equipment and Inventory;

         (b) Cause the Equipment necessary for the conduct of its business to be
maintained and preserved in the same condition, repair and working order as when
new, ordinary wear and tear excepted, and shall forthwith, or in the case of any
loss or damage to any of the  Equipment  as  quickly  as  practicable  after the
occurrence  thereof,  make or cause to be made all  repairs,  replacements,  and
other  improvements in connection  therewith which are necessary or desirable to
such end;

         (c) Permit the Agent or any Bank or any agent thereof to have access to
the Inventory and  Equipment for purposes of inspection  during normal  business
hours and upon reasonable notice to the Guarantor;

         (d) Promptly  notify the Agent and each Bank in writing of any material
loss or damage to the Inventory or Equipment;

         (e) Not sell, assign, lease, mortgage, transfer or otherwise dispose of
any interest in the  Inventory or  Equipment,  except as permitted in the Credit
Agreement;

         (f) Not use or permit the  Inventory  or  Equipment  to be used for any
unlawful purpose or in violation of any Law or for hire;

         (g) Not  permit the  Equipment  to become a part of or to be affixed to
any real property of any Person; and

         (h) Advise  the Agent of all  Trademarks,  Patents  and  Copyrights  or
applications  for or registration of the same,  created or obtained by Guarantor
on or after the date of this Security Agreement; and

         (i) Take all reasonable  steps to maintain and enforce the  Trademarks,
Patents and  Copyrights  material to the conduct of its business,  including but
not limited to: (1) payment of all fees, (2)  prosecuting  infringers if failure
to do so would materially and adversely affect the business of Guarantor and (3)
diligently pursuing any application or registration  material to the business of
Guarantor.

         SECTION 7. Insurance. (a) Guarantor shall, at its own expense, maintain
insurance  with respect to the Equipment and Inventory in such amounts,  against
such risks, in such form and with such insurers, as shall be satisfactory to the
Agent and each of the Banks from time to time.  Each policy for:  (1)  liability
insurance  shall  provide  for all  losses to be paid on behalf of the Agent and
Guarantor as their  respective  interests  may appear;  and (2) property  damage
insurance  shall provide for all losses to be paid  directly to the Agent.  Each
such  policy  shall in  addition:  (a) name the Banks  and the Agent as  insured
parties thereunder (without any representation or warranty by or obligation upon
the Agent or the Banks) as their interests may appear; (b) contain the agreement
by the  insurer  that  any  loss  thereunder  shall  be  payable  to  the  Agent
notwithstanding any action, inaction or breach of representation and warranty by
Guarantor;  (c) provide that there shall be no recourse against the Agent or any
Bank for payment of premiums or other  amounts  with  respect  thereto;  and (d)
provide that at least thirty (30) days,  prior  written  notice of amendment to,
cancellation  of or  lapse  shall be given  to the  Agent  and each  Bank by the
insurer.  Guarantor shall, if so requested by the Agent or any Bank,  deliver to
the Agent and the Banks original or duplicate policies of such insurance and, as
often as the Agent or any Bank may  request,  a report of a reputable  insurance


                                       83
<PAGE>

broker with respect to such insurance.  Further, Guarantor shall, at the request
of the Agent or any Bank, duly execute and deliver  instruments of assignment of
such insurance  policies to comply with the  requirements of Section 5 and cause
the respective insurers to acknowledge notice of such assignment.

         (b) Reimbursement under any liability insurance maintained by Guarantor
pursuant  to this  Section 7 may be paid  directly  to the Person who shall have
incurred  liability  covered by such  insurance.  In case of any loss  involving
damage to Equipment or Inventory  when  subsection  (c) of this Section 7 is not
applicable, Guarantor shall make or cause to be made the necessary repairs to or
replacements  of such  Equipment  or  Inventory,  and any  proceeds of insurance
maintained by Guarantor pursuant to this Section 7 shall be paid to Guarantor as
reimbursement for the costs of such repairs or replacements.

         (c) Upon the occurrence of any Event of Default all insurance  payments
in respect of such  Equipment or  Inventory  shall be paid to and applied by the
Agent and the Banks in accordance with Section 2.11 of the Credit Agreement.

         SECTION 8. As to Receivables.  (a) Guarantor shall keep its chief place
of business and chief executive office and the office where it keeps its records
concerning the  Receivables,  at the location  therefor  specified in Schedule I
hereto or, upon 30 days,  prior  written  notice to the Agent and each Bank,  at
such other  locations in a jurisdiction  where all action  required by Section 5
shall have been  taken with  respect  to  Receivables.  Guarantor  will hold and
preserve such records and will permit  representatives  of the Agent or any Bank
to inspect and make abstracts from such records.

         (b) Except as  otherwise  provided in this  subsection  (b),  Guarantor
shall continue to collect, at its own expense,  all amounts due or to become due
to  Guarantor  under the  Receivables.  In  connection  with  such  collections,
Guarantor may take (and, at the Agent's  discretion,  shall take) such action as
Guarantor or the Agent may deem necessary or advisable to enforce  collection of
the Receivables;  provided,  however, that the Agent shall have the right at any
time, upon the occurrence and during the continuance of an Event of Default upon
written  notice to  Guarantor  of its  intention to do so, to notify the account
debtors or obligors under any Receivables of the assignment of such  Receivables
to the  Agent  and each of the  Banks and to  direct  such  account  debtors  or
obligors  to make  payment  of all  amounts  due or to become  due to  Guarantor
thereunder  directly to the Agent and, upon such notification and at the expense
of  Guarantor,  to enforce  collection of any such  Receivables,  and to adjust,
settle or compromise  the amount or payment  thereof,  in the same manner and to
the same extent as Guarantor might have done.  After receipt by Guarantor of the
notice from the Bank referred to in the proviso to the preceding sentence and as
long as there is an Event of Default,  (1) all amounts and  proceeds  (including
instruments)  received  by  Guarantor  in  respect of the  Receivables  shall be
received  in trust for the  benefit  of the  Agent and all the Banks  hereunder,
shall be segregated  from other funds of Guarantor  and shall be forthwith  paid
over  to the  Agent  in  the  same  form  as so  received  (with  any  necessary
endorsement) to be held as Cash Collateral, or be applied as provided by Section
14(b), as determined by the Required Banks,  and (2) Guarantor shall not adjust,
settle or compromise the amount or payment of any Receivable,  or release wholly
or partly any account debtor or obligor thereof, or allow any credit or discount
thereon, other than any discount allowed for prompt payment.

         SECTION 9. Transfer and Other Liens. Guarantor shall not:

         (a) Sell,  assign  (by  operation  of law or  otherwise)  or  otherwise
dispose of any of the Collateral, except as permitted in the Credit Agreement.

         (b) Except as  permitted in the Credit  Agreement,  create or suffer to
exist any Lien upon or with respect to any of the  Collateral  to secure Debt of
any Person.

         SECTION  10.  Agent  Appointed   Attorney-in-Fact.   Guarantor   hereby
irrevocably appoints the Agent Guarantor's attorney-in-fact, with full authority
in the place and stead of Guarantor and in the name of  Guarantor,  the Agent or
otherwise,  to, after the occurrence  and during the  continuance of an Event of
Default,  take any action and to execute any instrument which the Agent may deem
necessary or advisable to accomplish the purposes of this Agreement,  including,
without limitation:



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<PAGE>

         (a) to obtain and  adjust  insurance  required  to be paid to the Agent
pursuant to Section 7;

         (b) to ask, demand, collect, sue for, recover, compromise,  receive and
give  acquittance  and  receipts  for  moneys  due and to become due under or in
respect of any of the Collateral;

         (c) to receive, endorse, assign, and collect any and all checks, notes,
drafts  and other  negotiable  and  non-negotiable  instruments,  documents  and
chattel paper, in connection with clause (a) or (b) above,  and Guarantor waives
notice of presentment,  protest and  non-payment of any instrument,  document or
chattel paper so endorsed or assigned;

         (d) to file any claims or take any action or institute any  proceedings
which the Agent or any Bank may deem  necessary or desirable for the  collection
of any of the  Collateral  or  otherwise  to enforce the rights of any Bank with
respect to any of the Collateral; and

         (e) to  sell,  transfer,  assign  or  otherwise  deal  in or  with  the
Collateral or the proceeds or avails thereof,  as full and effectually as if the
Agent were the absolute owner thereof.

         Guarantor  hereby ratifies and approves all acts other than those which
result from the Agent's gross negligence or willful misconduct, of the Agent, as
its  attorney  in-fact,  pursuant  to this  Section  10, and the  Agent,  as its
attorney-in-fact, will not be liable for any acts of commission or omission, nor
for any error of  judgment  or mistake  of fact or law other  than  those  which
result from the Agent's  gross  negligence  or willful  misconduct.  This power,
being  coupled  with an  interest,  is  irrevocable  so  long  as this  Security
Agreement remains in effect.

         Guarantor also authorizes the Agent, at any time and from time to time,
to  communicate  in its own name with any party to any  contract,  agreement  or
instrument  included in the  Collateral  with regard to the  assignment  of such
contract, agreement or instrument and other matters relating thereto.

         SECTION  11.  Agent May  Perform.  If  Guarantor  fails to perform  any
agreement  contained herein, the Agent may itself perform,  or cause performance
of,  such  agreement,  and the  expenses  of the Agent  incurred  in  connection
therewith shall be payable by Guarantor under Section 14(b).

         SECTION 12. The Agent's Duties.  The powers  conferred on the Agent and
each of the Banks hereunder are solely to protect its interest in the Collateral
and shall not impose any duty upon it to exercise  any such  powers.  Except for
the safe custody of any  Collateral in its  possession  and the  accounting  for
moneys actually received by it hereunder, the Agent and the Banks shall not have
any duty as to any  Collateral  or as to the  taking of any  necessary  steps to
preserve  rights  against  prior  parties or any other rights  pertaining to any
Collateral.

         SECTION 13. Remedies. If any Event of Default shall have occurred:

         (a) The Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise  available to it, all
the  rights  and  remedies  of a secured  party on  default  under  the  Uniform
Commercial  Code (the  "Code")  (whether or not the Code applies to the affected
Collateral) and also may (i) require  Guarantor to, and Guarantor  hereby agrees
that it will at its  expense  and  upon  the  request  of the  Agent  forthwith,
assemble  all or part of the  Collateral  as  directed  by the Agent and make it
available  to the  Agent  at a place  to be  designated  by the  Agent  which is
reasonably  convenient to both parties and (ii) to enter the premises  where any
of the  Collateral  is located  and take and carry away the same,  by any of its
representatives, with or without legal process, to Agent's place of storage, and
(iii) without notice except as specified below,  sell the Collateral or any part
thereof in one or more parcels at public or private  sale, at any of the Agent's
offices or  elsewhere,  for cash or credit or for future  delivery and upon such
other terms as Agent may deem commercially reasonable.  Guarantor agrees that to
the  extent  notice of sale  shall be  required  by law,  at least five (5) days
notice to  Guarantor  of the time and place of public or  private  sale is to be
made shall constitute reasonable notification.  The Agent shall not be obligated
to make any sale of  Collateral  regardless of notice of sale having been given.


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<PAGE>

The  Agent  may  adjourn  any  public  or  private  sale  from  time  to time by
announcement  at the time and place fixed therefor,  and such sale may,  without
further notice, be made at the time and place it was so adjourned.

         (b) All cash proceeds  received by the Agent in respect of any sale of,
collection  from, or other  realization  upon all or any part of the  Collateral
may, in the  discretion of the Agent,  be held by the Agent as  collateral  for,
and/or  then or at any time  thereafter  applied  (after  payment of any amounts
payable to the Agent and each of the Banks  pursuant  to Section 14) in whole or
in part by the Agent against, all or any part of Guarantor's Obligations in such
order as the Agent shall elect.  Any surplus of such cash or cash  proceeds held
by the Agent and remaining  after payment in full of all the  Obligations to the
Agent and all of the Banks shall be paid over to  Guarantor.  If the proceeds of
the sale of the Collateral are  insufficient to pay all Guarantor's  Obligations
Guarantor  agrees to pay upon demand any deficiency to the Agent and each of the
Banks.

         SECTION 14.  Indemnity and Expenses.  (a) Guarantor agrees to indemnify
the Agent and each of the Banks from and against any and all claims,  losses and
liabilities growing out of or resulting from this Security Agreement (including,
without  limitation,  enforcement  of this Security  Agreement),  except claims,
losses or liabilities resulting from the Agent's or such Bank's gross negligence
or willful misconduct.

         (b)  Guarantor  will upon demand pay to the Agent and each of the Banks
the  amount  of any and all  expenses,  including  the  fees  and out of  pocket
disbursements  of its counsel and of any experts and agents,  which the Agent or
any of the Banks may  incur in  connection  with (1)  filing or  recording  fees
incurred  in  connection  with  this  Security   Agreement,   (2)  the  custody,
preservation,  use or operation  of, or the sale of,  collection  from, or other
realization upon, any of the Collateral,  (3) the exercise or enforcement of any
of the rights of the Agent or any of the Banks hereunder,  or (4) the failure by
Guarantor to perform or observe any of the provisions hereof.  Neither the Agent
nor any Bank  shall be liable to  Guarantor  for  damages as a result of delays,
temporary  withdrawals  of the Equipment from service or other causes other than
those  caused  by the  Agent's  or  such  Bank's  gross  negligence  or  willful
misconduct.

         SECTION 15. Amendments; Etc. No amendment or waiver of any provision of
this Security Agreement nor consent to any departure by Guarantor herefrom shall
in any event be effective  unless the same shall be in writing and signed by the
Agent and the Required Banks, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

         SECTION 16. Addresses for Notices. All notices and other communications
provided  for  hereunder  shall be in writing  and, if to  Guarantor,  mailed or
delivered by messenger or sent by  facsimile,  addressed to it at the address of
Guarantor  specified in the Credit Agreement;  if to a Bank, mailed or delivered
by messenger or sent by facsimile to it,  addressed to it at the address of such
Bank specified in the Credit Agreement;  if to the Agent, mailed or delivered by
messenger  or sent by  facsimile  to it,  addressed  to it at the address of the
Agent specified in the Credit Agreement;  or as to any other party at such other
address as shall be designated  by such party in a written  notice to each other
party complying as to delivery with the terms of this Section.  All such notices
and other communications shall, when mailed or delivered by messenger or sent by
facsimile, respectively, be effective when received in the mails or delivered to
the messenger or sent by facsimile, respectively, addressed as aforesaid.

         SECTION 17. Continuing Security Interest;  Transfer of Revolving Credit
Note.  This  Agreement  shall  create  a  continuing  security  interest  in the
Collateral  and shall (1) remain in full force and effect until  payment in full
of Borrower Obligations and Guarantor  Obligations (after the Termination Date),
(2) be binding upon Guarantor,  its successors and assigns, and (3) inure to the
benefit  of the  Agent  and each  Bank and  their  successors,  transferees  and
assigns. Without limiting the generality of the foregoing clause (3), subject to
the  terms of the  Credit  Agreement,  the  Agent  and each  Bank may  assign or
otherwise  transfer  all or a portion of its rights  and  obligations  under the
Credit  Agreement  and its Credit  Facilities to any other Person and such other
Person shall  thereupon  become vested with all the benefits in respect  thereof
granted to the Agent or such Bank herein or otherwise.  Upon the payment in full
of Guarantor's  Obligations  (after the Termination Date), the security interest


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<PAGE>

granted hereby shall terminate and all rights to the Collateral  shall revert to
Guarantor.  Upon any such termination,  the Agent will, at Guarantor's  expense,
execute and deliver to Guarantor  such documents as Guarantor  shall  reasonably
request to evidence such termination.

         SECTION 18.  Governing Law;  Terms.  This Security  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York,
except to the extent that the validity or  perfection  of the security  interest
hereunder,  or remedies hereunder,  in respect of any particular  Collateral are
governed by the laws of a jurisdiction  other than the State of New York. Unless
otherwise defined herein or in the Credit Agreement,  terms used in Article 9 of
the Uniform  Commercial Code in the State of New York are used herein as therein
defined.

         SECTION 19.  Miscellaneous.  This Security  Agreement is in addition to
and not in  limitation  of any other rights and remedies the Agent or any of the
Banks  may have by  virtue  of any other  instrument  or  agreement  heretofore,
contemporaneously  herewith  or  hereafter  executed by  Guarantor  or by Law or
otherwise. If any provision of this Security Agreement is contrary to applicable
law,  such  provision  shall be  deemed  ineffective  without  invalidating  the
remaining  provisions  hereof.  If and to the extent that applicable Law confers
any rights in addition to any of the provisions of this Security Agreement,  the
affected provision shall be considered  amended to conform thereto.  Neither the
Agent nor any Bank shall by any act,  delay,  omission or otherwise be deemed to
have  waived any of its rights or remedies  hereunder.  A waiver by the Agent or
any Bank of any  right or remedy  hereunder  on any one  occasion,  shall not be
construed  as a bar to or waiver of any such right or remedy  which the Agent or
such Bank would have had on any future  occasion nor shall the Agent or any Bank
be liable for exercising or failing to exercise any such right or remedy.

         IN WITNESS WHEREOF,  Guarantor has caused this Security Agreement to be
duly executed and delivered by its officer  thereunto duly  authorized as of the
date first above written.

                                        BOUNDLESS ACQUISITION CORPORATION



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



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<PAGE>

                   SCHEDULE I TO GUARANTOR SECURITY AGREEMENT
                      OF BOUNDLESS ACQUISITION CORPORATION


Locations:

100 Marcus Boulevard
PO Box 18001
Hauppauge, New York 11788




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<PAGE>

                          GUARANTOR SECURITY AGREEMENT


         SECURITY AGREEMENT,  dated as of April 14, 1999 (as amended,  restated,
supplemented or modified, from time to time, the "Security Agreement"),  made by
BOUNDLESS  CORPORATION  ("Guarantor")  to each of the Banks (as  defined  below)
party to the Credit  Agreement (as defined below) and THE CHASE  MANHATTAN BANK,
as  collateral  agent  for the  Banks  (in  such  capacity,  together  with  its
successors in such capacity, the "Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated as of April 14, 1999 (as  amended,  restated,  supplemented  or
otherwise modified, from time to time, the "Credit Agreement"),  among Boundless
Technologies,  Inc.  (the  "Borrower"),  the  Guarantor,  the Banks (as  defined
therein),  and the Agent.  The terms  defined in the  Credit  Agreement  and not
otherwise  defined in this  Security  Agreement  which are used in this Security
Agreement shall have the meanings set forth in the Credit Agreement.

         2. It is a  condition  precedent  to the  obligation  of the  Banks  to
provide  the  Credit  Facilities  to the  Borrower  as  provided  in the  Credit
Agreement  that  the  Guarantor   shall  have  granted  the  security   interest
contemplated by this Security Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Banks to provide the Credit  Facilities  to the  Borrower as provided in the
Credit Agreement, Guarantor hereby agrees as follows:

         SECTION 1. Grant of Security.  Guarantor hereby grants to each Bank and
hereby  grants to the Agent for the benefit of each Bank a security  interest in
and  on  all of  Guarantor's  right,  title  and  interest  in and to all of the
following,   whether  now  owned  or   hereafter   acquired  or  existing   (the
"Collateral"):

         (a) All  equipment in all of its forms,  wherever  located,  including,
without  limitation,  all  machinery  and other goods,  furniture,  furnishings,
fixtures,  office  supplies  and all other  similar  types of tangible  personal
property and all parts  thereof and all  accessions  thereto,  together with all
parts, fittings,  special tools,  alterations,  substitutions,  replacements and
accessions  thereto (any and all such equipment,  parts and accessions being the
"Equipment");

         (b) All inventory in all of its forms, wherever located, including, but
not limited to: (i) all raw materials and work in process,  finished goods,  and
materials used or consumed in  manufacture  or  production,  (ii) goods in which
Guarantor  has an interest in mass or a joint or other  interest or right of any
kind (including, without limitation, goods in which Guarantor has an interest or
right as  consignee),  and (iii) goods which are returned to or  repossessed  by
Guarantor, and all accessions thereto and products thereof and all documents and
documents  of title  relating to or covering  any of the  foregoing or any other
assets  ("Documents")  (any and all such  inventory,  accessions,  products  and
Documents being the "Inventory");

         (c) All accounts, accounts receivable,  contract rights, chattel paper,
instruments,  acceptances, drafts, and other obligations of any kind, whether or
not  arising  out of or in  connection  with  the  sale or lease of goods or the
rendering of  services,  together  with all ledger  sheets,  files,  records and
documents  relating to any of the  foregoing,  including  all computer  records,
programs,  storage media and computer  software useful or required in connection
therewith (the  "Receivables"),  and all rights now or hereafter existing in and
to all security  agreements,  leases,  and other contracts securing or otherwise
relating  to any  such  Receivables,  and  any  and all  such  leases,  security
agreements and other contracts (the "Related Contracts");

         (d) All rights under all contracts or agreements to which  Guarantor is
a party  (other than  contracts  or  agreements  which by their terms  expressly
prohibit the granting of a Lien thereon);

         (e) All trademarks,  trade names, trade styles,  service marks,  prints
and labels on which said trademarks, trade names, trade styles and service marks


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<PAGE>

have appeared or appear,  designs and general  intangibles  of like nature,  now
existing  or  hereafter  adopted,  all right,  title and  interest  therein  and
thereto,  and all  registrations  and  recordings  thereof,  including,  without
limitation,  applications,  registrations  and  recordings  in the United States
Patent and  Trademark  office or in any  similar  office or agency of the United
States,  any State  thereof,  or any other country or any political  subdivision
thereof,  together  with the goodwill  associated  therewith,  and all reissues,
amendments,  extensions  or  renewals  thereof  and all  licenses  thereof  (the
"Trademarks");

         (f) All copyrights,  copyrighted  works or any item which embodies such
copyrighted  work of the United States or any other  country,  all  applications
therefor,   all  right,  title  and  interest  therein  and  thereto,   and  all
registrations   and   recordings   thereof,   including,   without   limitation,
applications, registrations and recordings in the United States Copyright office
or in any similar  office or agency of the United  States,  any State thereof or
any other  country or any  political  subdivision  thereof,  and all  derivative
works, extensions or renewals thereof (the "Copyrights");

         (g) All letters patent of the United States or any other  country,  and
all applications  therefor,  all right,  title and interest therein and thereto,
and all registrations and recordings  thereof,  including,  without  limitation,
applications,  registrations  and  recordings  in the United  States  Patent and
Trademark  office or in any similar office or agency of the United  States,  any
State thereof or any other country or any political subdivision thereof, and all
reissues,  continuations,   divisionals,   continuations-in-part  or  extensions
thereof and all licenses thereof (the "Patents");

         (h) All general intangibles, including but not limited to good will and
tax refunds (the "General Intangibles"); and

         (i) All proceeds of any and all of the foregoing Collateral (including,
without limitation, proceeds which constitute property of the types described in
clauses  (a) through  (h) of this  Section 1) and,  to the extent not  otherwise
included,  all payments  under  insurance  (whether or not the Agent is the loss
payee  thereof),  or any indemnity,  warranty or guaranty,  payable by reason of
loss or damage to or otherwise with respect to any of the foregoing items.

         SECTION 2. Security for Obligations.  The Collateral secures the prompt
and complete payment when due of all  indebtedness,  obligations and liabilities
of the Guarantor to the Agent or any Bank,  now existing or hereafter  incurred,
under or arising out of or in connection  with the Credit  Agreement,  or any of
the  other  Loan  Documents,  whether  for  principal,  interest,  reimbursement
obligations,  or  obligations as a guarantor,  fees,  expenses or otherwise (the
"Guarantor Obligations").

         SECTION 3. Guarantor  Remains  Liable.  Anything herein to the contrary
notwithstanding,  (a)  Guarantor  shall remain  liable under the  contracts  and
agreements included in the Collateral to the extent set forth therein to perform
all of its  duties  and  obligations  thereunder  to the same  extent as if this
Security  Agreement had not been executed,  (b) the exercise by the Agent or any
Bank of any of the rights hereunder shall not release  Guarantor from any of its
duties or  obligations  under  the  contracts  and  agreements  included  in the
Collateral,  and (c) neither the Agent nor any Bank shall have any obligation or
liability  under the  contracts  and  agreements  included in the  Collateral by
reason of this Security Agreement,  nor shall the Agent or any Bank be obligated
to perform any of the  obligations or duties of Guarantor  thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.

         SECTION 4.  Representations  and Warranties.  Guarantor  represents and
warrants to the Agent and each Bank as follows:

         (a) All of the  Equipment  and  Inventory  are  located  at the  places
specified in Schedule I hereto.  The chief place of business and chief executive
office of Guarantor and the office where Guarantor keeps its records  concerning
Receivables  are located at the  address  specified  on  Schedule I hereto.  All
originals of all chattel paper which evidence Receivables have been delivered to
the Agent.  None of the  Receivables is evidenced by a promissory  note or other
instrument.

         (b) Guarantor  owns the Collateral  free and clear of any Lien,  except
for (1) the security  interest created by this Security  Agreement and (2) Liens


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<PAGE>

permitted  pursuant  to Section  10.03 of the  Credit  Agreement.  No  effective
financing  statement or other  instrument  similar in effect covering all or any
part of the Collateral is on file in any recording office,  except for financing
statements filed in favor of the Agent relating to this Security Agreement.

         (c) Guarantor  conducts no business  under any name or trade name other
than its proper corporate name.

         (d) Guarantor has exclusive possession and control of the Equipment and
Inventory.

         (e)  Guarantor  has the  right  to use  all  Patents,  Trademarks,  and
Copyrights  and all computer  programs and other  rights,  free from  materially
burdensome  restrictions,  which are necessary for the operation of its business
as  presently  conducted.  There  is not  pending  or  threatened  any  claim or
litigation against or affecting Guarantor  contesting the validity of any of the
Patents, Trademarks or Copyrights or computer program or other right.

         (f) This Security  Agreement creates a valid first priority Lien in the
Collateral,  securing the payment of Guarantor's Obligations,  all other actions
necessary or desirable to perfect and protect such  security  interest have been
duly taken.

         (g) No authorization,  approval or other action by, and no notice to or
filing with, any Governmental  Authority is required either (1) for the grant by
Guarantor of the security interest granted hereby or for the execution, delivery
or performance of this Security Agreement by Guarantor or (2) for the perfection
of or the  exercise  by the  Agent or any Bank of their  respective  rights  and
remedies hereunder.

         (h) The Taxpayer Identification Number of Guarantor is 13-3469637.

         SECTION 5. Further  Assurances.  (a) Guarantor agrees that from time to
time, at the expense of Guarantor,  Guarantor will promptly  execute and deliver
all further instruments and documents,  and take all further action, that may be
necessary or  desirable,  or that the Agent or any of the Banks may request,  in
order to perfect and protect any  security  interest  granted or purported to be
granted  hereby or to  enable  the  Agent or any of the  Banks to  exercise  and
enforce  its rights  and  remedies  hereunder  with  respect to any  Collateral.
Without  limiting the  generality of the  foregoing,  Guarantor  will:  (1) mark
conspicuously each document and agreement included in the Collateral and, at the
request of the Agent or any of the Banks, each of its records  pertaining to the
Collateral  with a legend,  in form and substance  satisfactory to the Agent and
all of the Banks  indicating  that such  Collateral  is subject to the  security
interest  granted  hereby;  (2)  if  any  Receivable  shall  be  evidenced  by a
promissory  note or other  instrument or chattel paper deliver such to the Agent
duly  endorsed  and  accompanied  by duly  executed  instruments  of transfer or
assignment,  all in form and substance  satisfactory to the Agent and the Banks;
and  (3)  execute  and  file  such  financing  or  continuation  statements,  or
amendments  thereto,  and such other instruments or notices, as may be necessary
or desirable,  or as the Agent or any Bank may request,  in order to perfect and
preserve the security interest granted or purported to be granted hereby.

         (b) Guarantor hereby authorizes the Agent and each of the Banks to file
one or more  financing  or  continuation  statements,  and  amendments  thereto,
relative to all or any part of the Collateral without the signature of Guarantor
where  permitted by law. A carbon,  photographic  or other  reproduction of this
Security  Agreement or any financing  statement  covering the  Collateral or any
part thereof  shall be sufficient as a financing  statement  where  permitted by
law.

         (c) Guarantor will furnish to the Agent and each of the Banks from time
to  time  statements  and  schedules  further  identifying  and  describing  the
Collateral and such other reports in connection with the Collateral as the Agent
or any of the Banks may request, all in reasonable detail.

         (d) Guarantor will defend the Collateral against all claims and demands
of all  Persons  (other  than the  Agent and the  Banks)  claiming  an  interest
therein.  Guarantor  will pay  promptly  when due all  property and other taxes,
assessments  and  governmental  charges or levies  imposed upon,  and all claims
(including claims for labor,  materials and supplies)  against,  the Collateral,


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<PAGE>

except  to the  extent  where  there is a Good  Faith  Contest  to the  validity
thereof.  In connection with any such Good Faith Contest  Guarantor will, at the
request of the Agent or any Bank, promptly provide a bond, cash deposit or other
security  reasonably  satisfactory to protect the security interest of the Agent
and the Banks should such Good Faith Contest be unsuccessful.

         SECTION 6. As to Equipment, Inventory and Trademarks. Guarantor shall:

         (a) Keep the Equipment and Inventory  (other than Inventory sold in the
ordinary  course of  business)  at the places  therefor  specified in Schedule I
hereto  or,  upon 30 days'  prior  written  notice  to the Agent and each of the
Banks,  at such  other  places in  jurisdictions  where all action  required  by
Section 5 shall have been taken with respect to the Equipment and Inventory;

         (b) Cause the Equipment necessary for the conduct of its business to be
maintained and preserved in the same condition, repair and working order as when
new, ordinary wear and tear excepted, and shall forthwith, or in the case of any
loss or damage to any of the  Equipment  as  quickly  as  practicable  after the
occurrence  thereof,  make or cause to be made all  repairs,  replacements,  and
other  improvements in connection  therewith which are necessary or desirable to
such end;

         (c) Permit the Agent or any Bank or any agent thereof to have access to
the Inventory and  Equipment for purposes of inspection  during normal  business
hours and upon reasonable notice to the Guarantor;

         (d) Promptly  notify the Agent and each Bank in writing of any material
loss or damage to the Inventory or Equipment;

         (e) Not sell, assign, lease, mortgage, transfer or otherwise dispose of
any interest in the  Inventory or  Equipment,  except as permitted in the Credit
Agreement;

         (f) Not use or permit the  Inventory  or  Equipment  to be used for any
unlawful purpose or in violation of any Law or for hire;

         (g) Not  permit the  Equipment  to become a part of or to be affixed to
any real property of any Person; and

         (h) Advise  the Agent of all  Trademarks,  Patents  and  Copyrights  or
applications  for or registration of the same,  created or obtained by Guarantor
on or after the date of this Security Agreement; and

         (i) Take all reasonable  steps to maintain and enforce the  Trademarks,
Patents and  Copyrights  material to the conduct of its business,  including but
not limited to: (1) payment of all fees, (2)  prosecuting  infringers if failure
to do so would materially and adversely affect the business of Guarantor and (3)
diligently pursuing any application or registration  material to the business of
Guarantor.

         SECTION 7. Insurance. (a) Guarantor shall, at its own expense, maintain
insurance  with respect to the Equipment and Inventory in such amounts,  against
such risks, in such form and with such insurers, as shall be satisfactory to the
Agent and each of the Banks from time to time.  Each policy for:  (1)  liability
insurance  shall  provide  for all  losses to be paid on behalf of the Agent and
Guarantor as their  respective  interests  may appear;  and (2) property  damage
insurance  shall provide for all losses to be paid  directly to the Agent.  Each
such  policy  shall in  addition:  (a) name the Banks  and the Agent as  insured
parties thereunder (without any representation or warranty by or obligation upon
the Agent or the Banks) as their interests may appear; (b) contain the agreement
by the  insurer  that  any  loss  thereunder  shall  be  payable  to  the  Agent
notwithstanding any action, inaction or breach of representation and warranty by
Guarantor;  (c) provide that there shall be no recourse against the Agent or any
Bank for payment of premiums or other  amounts  with  respect  thereto;  and (d)
provide that at least thirty (30) days,  prior  written  notice of amendment to,
cancellation  of or  lapse  shall be given  to the  Agent  and each  Bank by the
insurer.  Guarantor shall, if so requested by the Agent or any Bank,  deliver to
the Agent and the Banks original or duplicate policies of such insurance and, as
often as the Agent or any Bank may  request,  a report of a reputable  insurance
broker with respect to such insurance.  Further, Guarantor shall, at the request
of the Agent or any Bank, duly execute and deliver  instruments of assignment of


                                       92
<PAGE>

such insurance  policies to comply with the  requirements of Section 5 and cause
the respective insurers to acknowledge notice of such assignment.

         (b) Reimbursement under any liability insurance maintained by Guarantor
pursuant  to this  Section 7 may be paid  directly  to the Person who shall have
incurred  liability  covered by such  insurance.  In case of any loss  involving
damage to Equipment or Inventory  when  subsection  (c) of this Section 7 is not
applicable, Guarantor shall make or cause to be made the necessary repairs to or
replacements  of such  Equipment  or  Inventory,  and any  proceeds of insurance
maintained by Guarantor pursuant to this Section 7 shall be paid to Guarantor as
reimbursement for the costs of such repairs or replacements.

         (c) Upon the occurrence of any Event of Default all insurance  payments
in respect of such  Equipment or  Inventory  shall be paid to and applied by the
Agent and the Banks in accordance with Section 2.11 of the Credit Agreement.

         SECTION 8. As to Receivables.  (a) Guarantor shall keep its chief place
of business and chief executive office and the office where it keeps its records
concerning the  Receivables,  at the location  therefor  specified in Schedule I
hereto or, upon 30 days,  prior  written  notice to the Agent and each Bank,  at
such other  locations in a jurisdiction  where all action  required by Section 5
shall have been  taken with  respect  to  Receivables.  Guarantor  will hold and
preserve such records and will permit  representatives  of the Agent or any Bank
to inspect and make abstracts from such records.

         (b) Except as  otherwise  provided in this  subsection  (b),  Guarantor
shall continue to collect, at its own expense,  all amounts due or to become due
to  Guarantor  under the  Receivables.  In  connection  with  such  collections,
Guarantor may take (and, at the Agent's  discretion,  shall take) such action as
Guarantor or the Agent may deem necessary or advisable to enforce  collection of
the Receivables;  provided,  however, that the Agent shall have the right at any
time, upon the occurrence and during the continuance of an Event of Default upon
written  notice to  Guarantor  of its  intention to do so, to notify the account
debtors or obligors under any Receivables of the assignment of such  Receivables
to the  Agent  and each of the  Banks and to  direct  such  account  debtors  or
obligors  to make  payment  of all  amounts  due or to become  due to  Guarantor
thereunder  directly to the Agent and, upon such notification and at the expense
of  Guarantor,  to enforce  collection of any such  Receivables,  and to adjust,
settle or compromise  the amount or payment  thereof,  in the same manner and to
the same extent as Guarantor might have done.  After receipt by Guarantor of the
notice from the Bank referred to in the proviso to the preceding sentence and as
long as there is an Event of Default,  (1) all amounts and  proceeds  (including
instruments)  received  by  Guarantor  in  respect of the  Receivables  shall be
received  in trust for the  benefit  of the  Agent and all the Banks  hereunder,
shall be segregated  from other funds of Guarantor  and shall be forthwith  paid
over  to the  Agent  in  the  same  form  as so  received  (with  any  necessary
endorsement) to be held as Cash Collateral, or be applied as provided by Section
14(b), as determined by the Required Banks,  and (2) Guarantor shall not adjust,
settle or compromise the amount or payment of any Receivable,  or release wholly
or partly any account debtor or obligor thereof, or allow any credit or discount
thereon, other than any discount allowed for prompt payment.

         SECTION 9. Transfer and Other Liens. Guarantor shall not:

         (a) Sell,  assign  (by  operation  of law or  otherwise)  or  otherwise
dispose of any of the Collateral, except as permitted in the Credit Agreement.

         (b) Except as  permitted in the Credit  Agreement,  create or suffer to
exist any Lien upon or with respect to any of the  Collateral  to secure Debt of
any Person.

         SECTION  10.  Agent  Appointed   Attorney-in-Fact.   Guarantor   hereby
irrevocably appoints the Agent Guarantor's attorney-in-fact, with full authority
in the place and stead of Guarantor and in the name of  Guarantor,  the Agent or
otherwise,  to, after the occurrence  and during the  continuance of an Event of
Default,  take any action and to execute any instrument which the Agent may deem
necessary or advisable to accomplish the purposes of this Agreement,  including,
without limitation:

         (a) to obtain and  adjust  insurance  required  to be paid to the Agent
pursuant to Section 7;



                                       93
<PAGE>

         (b) to ask, demand, collect, sue for, recover, compromise,  receive and
give  acquittance  and  receipts  for  moneys  due and to become due under or in
respect of any of the Collateral;

         (c) to receive, endorse, assign, and collect any and all checks, notes,
drafts  and other  negotiable  and  non-negotiable  instruments,  documents  and
chattel paper, in connection with clause (a) or (b) above,  and Guarantor waives
notice of presentment,  protest and  non-payment of any instrument,  document or
chattel paper so endorsed or assigned;

         (d) to file any claims or take any action or institute any  proceedings
which the Agent or any Bank may deem  necessary or desirable for the  collection
of any of the  Collateral  or  otherwise  to enforce the rights of any Bank with
respect to any of the Collateral; and

         (e) to  sell,  transfer,  assign  or  otherwise  deal  in or  with  the
Collateral or the proceeds or avails thereof,  as full and effectually as if the
Agent were the absolute owner thereof.

         Guarantor  hereby ratifies and approves all acts other than those which
result from the Agent's gross negligence or willful misconduct, of the Agent, as
its  attorney  in-fact,  pursuant  to this  Section  10, and the  Agent,  as its
attorney-in-fact, will not be liable for any acts of commission or omission, nor
for any error of  judgment  or mistake  of fact or law other  than  those  which
result from the Agent's  gross  negligence  or willful  misconduct.  This power,
being  coupled  with an  interest,  is  irrevocable  so  long  as this  Security
Agreement remains in effect.

         Guarantor also authorizes the Agent, at any time and from time to time,
to  communicate  in its own name with any party to any  contract,  agreement  or
instrument  included in the  Collateral  with regard to the  assignment  of such
contract, agreement or instrument and other matters relating thereto.

         SECTION  11.  Agent May  Perform.  If  Guarantor  fails to perform  any
agreement  contained herein, the Agent may itself perform,  or cause performance
of,  such  agreement,  and the  expenses  of the Agent  incurred  in  connection
therewith shall be payable by Guarantor under Section 14(b).

         SECTION 12. The Agent's Duties.  The powers  conferred on the Agent and
each of the Banks hereunder are solely to protect its interest in the Collateral
and shall not impose any duty upon it to exercise  any such  powers.  Except for
the safe custody of any  Collateral in its  possession  and the  accounting  for
moneys actually received by it hereunder, the Agent and the Banks shall not have
any duty as to any  Collateral  or as to the  taking of any  necessary  steps to
preserve  rights  against  prior  parties or any other rights  pertaining to any
Collateral.

         SECTION 13. Remedies. If any Event of Default shall have occurred:

         (a) The Agent may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein or otherwise  available to it, all
the  rights  and  remedies  of a secured  party on  default  under  the  Uniform
Commercial  Code (the  "Code")  (whether or not the Code applies to the affected
Collateral) and also may (i) require  Guarantor to, and Guarantor  hereby agrees
that it will at its  expense  and  upon  the  request  of the  Agent  forthwith,
assemble  all or part of the  Collateral  as  directed  by the Agent and make it
available  to the  Agent  at a place  to be  designated  by the  Agent  which is
reasonably  convenient to both parties and (ii) to enter the premises  where any
of the  Collateral  is located  and take and carry away the same,  by any of its
representatives, with or without legal process, to Agent's place of storage, and
(iii) without notice except as specified below,  sell the Collateral or any part
thereof in one or more parcels at public or private  sale, at any of the Agent's
offices or  elsewhere,  for cash or credit or for future  delivery and upon such
other terms as Agent may deem commercially reasonable.  Guarantor agrees that to
the  extent  notice of sale  shall be  required  by law,  at least five (5) days
notice to  Guarantor  of the time and place of public or  private  sale is to be
made shall constitute reasonable notification.  The Agent shall not be obligated
to make any sale of  Collateral  regardless of notice of sale having been given.
The  Agent  may  adjourn  any  public  or  private  sale  from  time  to time by
announcement  at the time and place fixed therefor,  and such sale may,  without
further notice, be made at the time and place it was so adjourned.



                                       94
<PAGE>

         (b) All cash proceeds  received by the Agent in respect of any sale of,
collection  from, or other  realization  upon all or any part of the  Collateral
may, in the  discretion of the Agent,  be held by the Agent as  collateral  for,
and/or  then or at any time  thereafter  applied  (after  payment of any amounts
payable to the Agent and each of the Banks  pursuant  to Section 14) in whole or
in part by the Agent against, all or any part of Guarantor's Obligations in such
order as the Agent shall elect.  Any surplus of such cash or cash  proceeds held
by the Agent and remaining  after payment in full of all the  Obligations to the
Agent and all of the Banks shall be paid over to  Guarantor.  If the proceeds of
the sale of the Collateral are  insufficient to pay all Guarantor's  Obligations
Guarantor  agrees to pay upon demand any deficiency to the Agent and each of the
Banks.

         SECTION 14.  Indemnity and Expenses.  (a) Guarantor agrees to indemnify
the Agent and each of the Banks from and against any and all claims,  losses and
liabilities growing out of or resulting from this Security Agreement (including,
without  limitation,  enforcement  of this Security  Agreement),  except claims,
losses or liabilities resulting from the Agent's or such Bank's gross negligence
or willful misconduct.

         (b)  Guarantor  will upon demand pay to the Agent and each of the Banks
the  amount  of any and all  expenses,  including  the  fees  and out of  pocket
disbursements  of its counsel and of any experts and agents,  which the Agent or
any of the Banks may  incur in  connection  with (1)  filing or  recording  fees
incurred  in  connection  with  this  Security   Agreement,   (2)  the  custody,
preservation,  use or operation  of, or the sale of,  collection  from, or other
realization upon, any of the Collateral,  (3) the exercise or enforcement of any
of the rights of the Agent or any of the Banks hereunder,  or (4) the failure by
Guarantor to perform or observe any of the provisions hereof.  Neither the Agent
nor any Bank  shall be liable to  Guarantor  for  damages as a result of delays,
temporary  withdrawals  of the Equipment from service or other causes other than
those  caused  by the  Agent's  or  such  Bank's  gross  negligence  or  willful
misconduct.

         SECTION 15. Amendments; Etc. No amendment or waiver of any provision of
this Security Agreement nor consent to any departure by Guarantor herefrom shall
in any event be effective  unless the same shall be in writing and signed by the
Agent and the Required Banks, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

         SECTION 16. Addresses for Notices. All notices and other communications
provided  for  hereunder  shall be in writing  and, if to  Guarantor,  mailed or
delivered by messenger or sent by  facsimile,  addressed to it at the address of
Guarantor  specified in the Credit Agreement;  if to a Bank, mailed or delivered
by messenger or sent by facsimile to it,  addressed to it at the address of such
Bank specified in the Credit Agreement;  if to the Agent, mailed or delivered by
messenger  or sent by  facsimile  to it,  addressed  to it at the address of the
Agent specified in the Credit Agreement;  or as to any other party at such other
address as shall be designated  by such party in a written  notice to each other
party complying as to delivery with the terms of this Section.  All such notices
and other communications shall, when mailed or delivered by messenger or sent by
facsimile, respectively, be effective when received in the mails or delivered to
the messenger or sent by facsimile, respectively, addressed as aforesaid.

         SECTION 17. Continuing Security Interest;  Transfer of Revolving Credit
Note.  This  Agreement  shall  create  a  continuing  security  interest  in the
Collateral  and shall (1) remain in full force and effect until  payment in full
of Borrower Obligations and Guarantor  Obligations (after the Termination Date),
(2) be binding upon Guarantor,  its successors and assigns, and (3) inure to the
benefit  of the  Agent  and each  Bank and  their  successors,  transferees  and
assigns. Without limiting the generality of the foregoing clause (3), subject to
the  terms of the  Credit  Agreement,  the  Agent  and each  Bank may  assign or
otherwise  transfer  all or a portion of its rights  and  obligations  under the
Credit  Agreement  and its Credit  Facilities to any other Person and such other
Person shall  thereupon  become vested with all the benefits in respect  thereof
granted to the Agent or such Bank herein or otherwise.  Upon the payment in full
of Guarantor's  Obligations  (after the Termination Date), the security interest
granted hereby shall terminate and all rights to the Collateral  shall revert to
Guarantor.  Upon any such termination,  the Agent will, at Guarantor's  expense,
execute and deliver to Guarantor  such documents as Guarantor  shall  reasonably
request to evidence such termination.



                                       95
<PAGE>

         SECTION 18.  Governing Law;  Terms.  This Security  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York,
except to the extent that the validity or  perfection  of the security  interest
hereunder,  or remedies hereunder,  in respect of any particular  Collateral are
governed by the laws of a jurisdiction  other than the State of New York. Unless
otherwise defined herein or in the Credit Agreement,  terms used in Article 9 of
the Uniform  Commercial Code in the State of New York are used herein as therein
defined.

         SECTION 19.  Miscellaneous.  This Security  Agreement is in addition to
and not in  limitation  of any other rights and remedies the Agent or any of the
Banks  may have by  virtue  of any other  instrument  or  agreement  heretofore,
contemporaneously  herewith  or  hereafter  executed by  Guarantor  or by Law or
otherwise. If any provision of this Security Agreement is contrary to applicable
law,  such  provision  shall be  deemed  ineffective  without  invalidating  the
remaining  provisions  hereof.  If and to the extent that applicable Law confers
any rights in addition to any of the provisions of this Security Agreement,  the
affected provision shall be considered  amended to conform thereto.  Neither the
Agent nor any Bank shall by any act,  delay,  omission or otherwise be deemed to
have  waived any of its rights or remedies  hereunder.  A waiver by the Agent or
any Bank of any  right or remedy  hereunder  on any one  occasion,  shall not be
construed  as a bar to or waiver of any such right or remedy  which the Agent or
such Bank would have had on any future  occasion nor shall the Agent or any Bank
be liable for exercising or failing to exercise any such right or remedy.

         IN WITNESS WHEREOF,  Guarantor has caused this Security Agreement to be
duly executed and delivered by its officer  thereunto duly  authorized as of the
date first above written.

                                            BOUNDLESS CORPORATION



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


                                       96
<PAGE>

                   SCHEDULE I TO GUARANTOR SECURITY AGREEMENT
                            OF BOUNDLESS CORPORATION


Locations:

100 Marcus Boulevard
PO Box 18001
Hauppauge, New York 11788

711 Fifth Avenue
5th Floor
New York, New York 10022





                                       97
<PAGE>

                                   EXHIBIT E
                              TO CREDIT AGREEMENT


                       PATENT SECURITY INTEREST AGREEMENT


         PATENT SECURITY INTEREST AGREEMENT, dated as of April 14, 1999 ("Patent
Assignment Agreement") made by BOUNDLESS CORPORATION (the "Assignor") to each of
the Banks (as defined  below) party to the Credit  Agreement (as defined  below)
and THE  CHASE  MANHATTAN  BANK,  as  collateral  agent  for the  Banks (in such
capacity, together with its successors in such capacity, the "Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated as of April 14, 1999 (as  amended,  restated,  supplemented  or
modified, from time to time, the "Credit Agreement"),  among Assignor, the Banks
(as defined therein) and the Agent.

         2. Reference is made to the Security  Agreement,  dated as of April 14,
1999 (as amended,  restated,  supplemented  or modified,  from time to time, the
"Security  Agreement")  made by Assignor to Agent for the benefit of each of the
Banks and all of the terms and provisions of such Security  Agreement are hereby
incorporated into and made a part of this Patent Security Interest Agreement.

         3.  Pursuant  to the terms of the  Security  Agreement,  Assignor,  the
registrant of record in the United  States  Patent and  Trademark  Office of the
patents and applications set forth in Schedule A attached hereto and made a part
hereof (the "Patents") granted to the Agent and the Banks a security interest in
all the Patents.

         NOW THEREFORE,  in  consideration  of One Dollar ($1.00) and other good
and valuable consideration,  receipt of which is hereby acknowledged,  Assignor,
having an address at 100 Marcus Boulevard,  Hauppauge, New York 11788, intending
to be legally  bound,  does hereby convey,  transfer,  assign and grant unto the
Agent for the  ratable  benefit of the Bank,  a security  interest in all of its
right, title and interest in and to each of the respective Patents together with
the goodwill of the business  symbolized  by said Patents and the  registrations
and applications  thereof in the United States Patent and Trademark office,  the
same to be held and  enjoyed by the Agent for the  ratable  benefit of the Banks
until the security interest under the Security Agreement is terminated.

         IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date
above written.

                                           BOUNDLESS CORPORATION



                                           By:
                                              --------------------------------
                                              Name:   Joseph Gardner
                                              Title:  Vice President



Approved and Accepted:

THE CHASE MANHATTAN BANK,
as Agent



By:
   -------------------------------
   Name:   William DeMilt
   Title:  Assistant Vice President


                                       98
<PAGE>

                         CERTIFICATE OF ACKNOWLEDGEMENT


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NASSAU  )

         Before  me,  the  undersigned,  a Notary  Public in and for the  county
aforesaid,  on this 14th day of April, 1999, personally appeared Joseph Gardner,
who being by me duly sworn,  deposes and says that he is the Vice  President  of
BOUNDLESS  CORPORATION,  a  Delaware  corporation,  and  that he,  as such  Vice
President being duly authorized so to do, executed the foregoing  instrument for
the purposes  therein  contained as his free act and deed and as the full act of
such corporation as such Vice President.


                                                   ----------------------
                                                        Notary Public


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NASSAU  )

         Before  me,  the  undersigned,  a Notary  Public in and for the  county
aforesaid,  on this 14th day of April, 1999, personally appeared William DeMilt,
who  being by me duly  sworn,  deposes  and says  that he is an  Assistant  Vice
President of The Chase Manhattan Bank, a New York banking corporation,  and that
he, as such Assistant Vice President  being duly  authorized so to do,  executed
the foregoing  instrument for the purposes therein contained by signing the name
of the bank by himself as an Assistant Vice President.



                                                   -----------------------
                                                        Notary Public



                                       99
<PAGE>

                                   SCHEDULE A
                      to Patent Security Interest Agreement


Patent Number              Registration Date        Description
-------------              -----------------        -----------

D337,104                   August 15, 1991          Flat screen display terminal
4,722,051                  July 26, 1985            Combined read/write aide for
                                                    a memory access controller




                                      100
<PAGE>

                                   EXHIBIT F
                              TO CREDIT AGREEMENT


                                    TRADEMARK
                           SECURITY INTEREST AGREEMENT


         TRADEMARK  SECURITY  INTEREST  AGREEMENT,  dated as of April  14,  1999
("Trademark  Assignment  Agreement") made by BOUNDLESS  TECHNOLOGIES,  INC. (the
"Assignor")  to each  of the  Banks  (as  defined  below)  party  to the  Credit
Agreement (as defined below) and THE CHASE MANHATTAN  BANK, as collateral  agent
for the Banks (as defined below, the "Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated as of April 14, 1999 (as  amended,  restated,  supplemented  or
modified, from time to time, the "Credit Agreement"),  among Assignor, the Banks
(as defined therein) and the Agent.

         2. Reference is made to the Security  Agreement,  dated as of April 14,
1999 (as amended,  restated,  supplemented  or modified,  from time to time, the
"Security  Agreement")  made by Assignor to Agent for the benefit of each of the
Banks and all of the terms and provisions of such Security  Agreement are hereby
incorporated into and made a part of this Trademark Security Interest Agreement.

         3.  Pursuant  to the terms of the  Security  Agreement,  Assignor,  the
registrant of record in the United  States  Patent and  Trademark  Office of the
trademark registrations and applications set forth in Schedule A attached hereto
and made a part hereof (the  "Trademarks")  granted to the Agent and the Banks a
security interest in all the Trademarks.

         NOW THEREFORE,  in  consideration  of One Dollar ($1.00) and other good
and valuable consideration,  receipt of which is hereby acknowledged,  Assignor,
having an address at 100 Marcus Boulevard,  Hauppauge, New York 11788, intending
to be legally  bound,  does hereby convey,  transfer,  assign and grant unto the
Agent for the ratable  benefit of the Banks,  a security  interest in all of its
right, title and interest in and to each of the respective  Trademarks  together
with  the  goodwill  of the  business  symbolized  by  said  Trademarks  and the
registrations and applications thereof in the United States Patent and Trademark
Office,  the same to be held and enjoyed by the Agent for the ratable benefit of
the  Banks,  until  the  security  interest  under  the  Security  Agreement  is
terminated.

         IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date
above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.


                                                    By:
                                                       -------------------------
                                                       Name:  Joseph Gardner
                                                       Title: Vice President


Approved and Accepted:

THE CHASE MANHATTAN BANK,
as Agent



By:
   ------------------------------
   Name:   William DeMilt
   Title:  Assistant Vice President



                                      101
<PAGE>

                         CERTIFICATE OF ACKNOWLEDGEMENT


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NASSAU  )

         Before  me,  the  undersigned,  a Notary  Public in and for the  county
aforesaid,  on this 14th day of April, 1999, personally appeared Joseph Gardner,
who being by me duly sworn,  deposes and says that he is the Vice  President  of
BOUNDLESS TECHNOLOGIES,  INC., a Delaware corporation, and that he, as such Vice
President being duly authorized so to do, executed the foregoing  instrument for
the purposes  therein  contained as his free act and deed and as the full act of
such corporation as such Vice President.



                                                  ---------------------------
                                                          Notary Public


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NASSAU  )

         Before  me,  the  undersigned,  a Notary  Public in and for the  county
aforesaid,  on this 14th day of April, 1999, personally appeared William DeMilt,
who  being by me duly  sworn,  deposes  and says  that he is an  Assistant  Vice
President of The Chase Manhattan Bank, a New York banking corporation,  and that
he, as such Assistant Vice President  being duly  authorized so to do,  executed
the foregoing  instrument for the purposes therein contained by signing the name
of the bank by himself as an Assistant Vice President.



                                                   --------------------------
                                                         Notary Public




                                      102
<PAGE>

                                   SCHEDULE A
                    to Trademark Security Interest Agreement

Serial Number or       Filing Date or
Trademark Number       Registration Date         Trademark
----------------       -----------------         ---------

2081733                  July 22, 1997        Boundless Technologies
2081736                  July 22, 1997        Boundless Technologies and Design
2109993                  July 22, 1996        Boundless
Pending                  April 1, 1999        Ibrow
75/616842                January 6, 1999      Thinux
75/463345                March 31, 1998       Littlefoot
75/288352                May 8, 1997          Viewpoint TC & Design
75/268177                April 2, 1997        Capio
75/287465                May 6, 1997          Viewpoint



                                      103
<PAGE>

                                   EXHIBHT D
                              TO CREDIT AGREEMENT

                   
                                    COPYRIGHT
                           SECURITY INTEREST AGREEMENT


         COPYRIGHT  SECURITY  INTEREST  AGREEMENT,  dated as of April  14,  1999
("Copyright  Assignment  Agreement") made by BOUNDLESS  TECHNOLOGIES,  INC. (the
"Assignor")  to each  of the  Banks  (as  defined  below)  party  to the  Credit
Agreement (as defined below) and THE CHASE MANHATTAN  BANK, as collateral  agent
for the Banks (in such capacity,  together with its successors in such capacity,
the "Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated as of April 14, 1999 (as  amended,  restated,  supplemented  or
modified, from time to time, the "Credit Agreement"),  among Assignor, the Banks
(as defined therein) and the Agent.

         2. Reference is made to the Security  Agreement,  dated as of April 14,
1999 (as amended,  restated,  supplemented  or modified,  from time to time, the
"Security  Agreement")  made by Assignor to Agent for the benefit of each of the
Banks and all of the terms and provisions of such Security  Agreement are hereby
incorporated into and made a part of this Copyright Security Interest Agreement.

         3.  Pursuant  to the terms of the  Security  Agreement,  Assignor,  the
registrant  of record in the United  States  Copyright  Office of the  copyright
registrations  set forth in  Schedule A attached  hereto and made a part  hereof
(the "Copyrights") granted to the Agent and the Banks a security interest in all
the Copyrights.

         NOW THEREFORE,  in  consideration  of One Dollar ($1.00) and other good
and valuable consideration,  receipt of which is hereby acknowledged,  Assignor,
having an address at 100 Marcus Boulevard,  Hauppauge, New York 11788, intending
to be legally  bound,  does hereby convey,  transfer,  assign and grant unto the
Agent for the ratable  benefit of the Banks,  a security  interest in all of its
right, title and interest in and to each of the respective  Copyrights  together
with  the  goodwill  of the  business  symbolized  by  said  Copyrights  and the
registrations thereof in the United States Copyright Office, the same to be held
and  enjoyed  by the Agent  for the  ratable  benefit  of the  Banks,  until the
security interest under the Security Agreement is terminated.

         IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date
above written.

                                                    BOUNDLESS TECHNOLOGIES, INC.



                                                    By:
                                                       -------------------------
                                                       Name:  Joseph Gardner
                                                       Title: Vice President



Approved and Accepted:

THE CHASE MANHATTAN BANK,
as Agent



By:
   -----------------------------
   Name:   William DeMilt
   Title:  Assistant Vice President


                                      104
<PAGE>

                         CERTIFICATE OF ACKNOWLEDGEMENT


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NASSAU  )

         Before  me,  the  undersigned,  a Notary  Public in and for the  county
aforesaid,  on this 14th day of April, 1999, personally appeared Joseph Gardner,
who being by me duly sworn,  deposes and says that he is the Vice  President  of
BOUNDLESS TECHNOLOGIES,  INC., a Delaware corporation, and that he, as such Vice
President being duly authorized so to do, executed the foregoing  instrument for
the purposes  therein  contained as his free act and deed and as the full act of
such corporation as such Vice President.



                                                  ------------------------
                                                        Notary Public


STATE OF NEW YORK )
                  ) ss.:
COUNTY OF NASSAU  )

         Before  me,  the  undersigned,  a Notary  Public in and for the  county
aforesaid,  on this 14th day of April, 1999, personally appeared William DeMilt,
who  being by me duly  sworn,  deposes  and says  that he is an  Assistant  Vice
President of The Chase Manhattan Bank, a New York banking corporation,  and that
he, as such Assistant Vice President  being duly  authorized so to do,  executed
the foregoing  instrument for the purposes therein contained by signing the name
of the bank by himself as an Assistant Vice President.



                                                  ------------------------
                                                       Notary Public



                                      105
<PAGE>

                                   SCHEDULE A
                    to Copyright Security Interest Agreement
                    ----------------------------------------




                                      106
<PAGE>

                                   EXHIBIT H
                              TO CREDIT AGREEMENT


                                PLEDGE AGREEMENT

         PLEDGE  AGREEMENT,  dated as of April 14, 1999 (as  amended,  restated,
supplemented or modified,  from time to time, the "Pledge  Agreement"),  made by
BOUNDLESS ACQUISITION CORPORATION ("Pledgor"),  to each of the Banks (as defined
below) party to the Credit  Agreement (as defined below) and THE CHASE MANHATTAN
BANK, as  collateral  agent for the Banks (in such  capacity,  together with its
successors in such capacity, the "Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated  as of April  14,  1999,  among  Boundless  Technologies,  Inc.
("Borrower"),   Pledgor,   Boundless  Corporation,   The  Chase  Manhattan  Bank
("Chase"),  Silicon Valley Bank ("SVB"),  National Bank of Canada  ("NBC"),  and
each other  lender  which may  hereafter  execute and deliver an  instrument  of
assignment  with  respect to the Credit  Facilities  as defined in and under the
Credit  Agreement  (Chase,  SVB, NBC and each other lender,  are each  sometimes
hereinafter  referred to as a "Bank" and  collectively,  the  "Banks"),  and the
Agent.  The terms defined in the Credit  Agreement and not otherwise  defined in
this Pledge  Agreement  which are used in this Pledge  Agreement  shall have the
meanings set forth in the Credit Agreement.

         2. It is a requirement  of the Credit  Agreement that the Pledgor shall
have granted the security interest contemplated by this Pledge Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Banks to provide  the Credit  Facilities  under and in  accordance  with the
terms of the Credit Agreement, the Pledgor hereby agrees as follows:

         SECTION 1.  Pledge.  The Pledgor  hereby  pledges and grants a security
interest to each Bank and hereby  pledges and grants a security  interest to the
Agent for the ratable benefit of each Bank in all of the following (the "Pledged
Collateral"):

          (i) all of the stock  described in Schedule I (the  "Pledged  Shares")
     and the certificates  representing  the Pledged Shares,  and all dividends,
     cash, instruments and other property from time to time received, receivable
     or otherwise distributed in respect of or in exchange for any or all of the
     Pledged Shares; and

          (ii) all  additional  shares of stock of any and all issuers of any of
     the Pledged Shares from time to time acquired by the Pledgor in any manner,
     and  the  certificates   representing  such  additional   shares,  and  all
     dividends, cash, instruments and other property from time to time received,
     receivable or otherwise distributed in respect of or in exchange for any or
     all of such shares; and

          (iii) all proceeds of any and all of the foregoing.

         SECTION 2. Security for Obligations. The Pledged Collateral secures the
prompt  and  complete  payment  when due of all  indebtedness,  obligations  and
liabilities  of the Pledgor to the Agent or any Bank,  now existing or hereafter
incurred, under or arising out of or in connection with the Credit Agreement, or
any of the other Loan Documents, whether for principal, interest,  reimbursement
obligations,  or  obligations as a guarantor,  fees,  expenses or otherwise (the
"Guarantor Obligations").

         SECTION  3.  Delivery  of  Pledged  Collateral.   All  certificates  or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by the  Agent  pursuant  hereto  and shall be in  suitable  form for
transfer by delivery,  or shall be accompanied  by duly executed  instruments of
transfer or assignment in blank,  all in form and substance  satisfactory to the
Agent. The Agent shall have the right, at any time in its discretion and without
notice to the Pledgor, to transfer to or to register in the name of the Agent or
any of its  nominees any or all of the Pledged  Collateral,  subject only to the
revocable  rights  specified in Section 6(a). In addition,  the Agent shall have


                                      107
<PAGE>

the right at any time to exchange  certificates  or instruments  representing or
evidencing  Pledged  Collateral  for  certificates  or instruments of smaller or
larger denominations.

         SECTION 4.  Representations and Warranties.  The Pledgor represents and
warrants to the Agent and each Bank as follows:

          (i) The Pledged  Shares have been duly  authorized  and validly issued
     and are fully paid and non-assessable.

          (ii) The  Pledgor  is the legal and  beneficial  owner of the  Pledged
     Collateral  free  and  clear  of  any  Lien,  option  or  other  charge  or
     encumbrance,  except  for the  security  interest  created  by this  Pledge
     Agreement.

          (iii)  The  pledge  of the  Pledged  Shares  pursuant  to this  Pledge
     Agreement creates a valid and perfected first priority security interest in
     the Pledged Collateral securing the payment of the Guarantor Obligations.

          (iv) No  authorization,  approval or other action by, and no notice to
     or filing with, any Governmental Authority is (other than the timely filing
     of Uniform  Commercial  Code financing and  continuation  statements to the
     extent the Pledged Collateral  consists of accounts or general  intangibles
     under the applicable  Uniform  Commercial Code) required either (i) for the
     pledge by the  Pledgor of the  Pledged  Collateral  pursuant to this Pledge
     Agreement or the execution, delivery or performance of the Pledge Agreement
     by the  Pledgor,  or (ii) for the  exercise  by the Agent of the  voting or
     other  rights  provided  for in this Pledge  Agreement  or the  remedies in
     respect of the Pledged Collateral pursuant to this Pledge Agreement (except
     as may be required in connection  with such  disposition  by laws affecting
     the offering and sale of securities generally).

          (v) The Pledged Shares  constitute  all of the issued and  outstanding
     shares of stock of each issuer thereof as set forth on Schedule I.

         SECTION 5. Further Assurances.  The Pledgor agrees that at any time and
from time to time, at the expense of the Pledgor,  it will promptly  execute and
deliver  all  reasonable  further  instruments  and  documents,   and  take  all
reasonable further action, that may be necessary or desirable, or that the Agent
or any Bank may request,  in order to perfect and protect any security  interest
granted or purported to be granted  hereby or to enable the Agent or any Bank to
exercise  and  enforce its rights and  remedies  hereunder  with  respect to any
Pledged Collateral.

         SECTION 6. Voting Rights;  Dividends; Etc. (a) So long as no Default or
Event of Default shall have occurred:

          (i) The Pledgor  shall be entitled to exercise  any and all voting and
     other consensual  rights  pertaining to the Pledged  Collateral or any part
     thereof  for any  purpose  not  inconsistent  with the terms of this Pledge
     Agreement  or the Credit  Agreement;  provided,  however,  that the Pledgor
     shall not  exercise or refrain  from  exercising  any such right if, in the
     Agent's  judgment,  such action would modify or in any way adversely change
     the  Pledgor's  rights  under the Pledged  Collateral  or any part  thereof
     except that the Pledgor can exercise  such rights to affect a merger of any
     Guarantor into the Pledgor.

          (ii) The  Pledgor  shall be entitled to receive and retain any and all
     dividends paid in respect of the Pledged Collateral  (provided such payment
     is not in violation of any  provision of the Credit  Agreement),  provided,
     however, that any and all

               (A) dividends paid or payable, other than in cash, in respect of,
          and instruments and other property  received,  receivable or otherwise
          distributed in respect of, or in exchange for, any Pledged Collateral,

               (B) dividends and other  distributions paid or payable in cash in
          respect  of  any  Pledged   Collateral  in  connection  with  a  total
          liquidation or dissolution, and

               (C) cash paid,  payable or  otherwise  distributed  in respect of


                                      108
<PAGE>

          principal  of, or in  redemption  of, or in exchange  for, any Pledged
          Collateral,

          shall be, and shall be  forthwith  delivered  to the Agent to hold as,
     Pledged  Collateral and shall,  if received by the Pledgor,  be received in
     trust for the benefit of the Agent and the Banks,  be  segregated  from the
     other property or funds of the Pledgor,  and be forthwith  delivered to the
     Agent as  Pledged  Collateral  in the same  form as so  received  (with any
     necessary endorsement).

          (iii) The Agent and the Banks hereby authorize the Pledgor to exercise
     all voting and other  rights  which it is entitled to exercise  pursuant to
     paragraph (i) above and to receive the dividends  which it is authorized to
     receive and retain pursuant to paragraph (ii) above.

          (b)  Upon the occurrence of a Default or an Event of Default:

          (i) Upon the  request  of the  Agent,  all  rights of the  Pledgor  to
     exercise the voting and other consensual rights which it would otherwise be
     entitled  to  exercise  pursuant  to Section  6(a)(i)  and to  receive  the
     dividends  which it would  otherwise  be  authorized  to receive and retain
     pursuant  to  Section  6(a)(ii)  shall  cease,  and all such  rights  shall
     thereupon  become  vested in the Agent and the Banks,  and the Agent  shall
     thereupon have the sole right to exercise such voting and other  consensual
     rights and to receive and hold as Pledged Collateral such dividends.

          (ii) All dividends  which are received by the Pledgor  contrary to the
     provisions of paragraph (i) of this Section 6(b) shall be received in trust
     for the benefit of the Agent and the Banks,  shall be segregated from other
     funds of the  Pledgor  and  shall be  forthwith  paid  over to the Agent as
     Pledged  Collateral  in the same form as so  received  (with any  necessary
     endorsement).

         SECTION 7. Transfers and Other Liens;  Additional Shares. (a) Except to
the extent permitted (if at all) under the Credit Agreement,  the Pledgor agrees
that it will neither (i) sell or otherwise  dispose of, or grant any option with
respect  to, any of the Pledged  Collateral,  nor (ii) create or permit to exist
any Lien, security interest, or other charge or encumbrance upon or with respect
to any of the Pledged  Collateral,  except for the security  interest under this
Pledge Agreement.

         (b) The  Pledgor  agrees  that it will (i)  cause  each  issuer  of the
Pledged  Shares not to issue any stock or other  securities in addition to or in
substitution for the Pledged Shares, except to its existing shareholders so that
after  giving  effect to such  issuance  all such  shareholders,  including  the
Pledgor,  still own the same percentage of the outstanding stock of such issuer,
and (ii)  pledge  hereunder,  immediately  upon  its  acquisition  (directly  or
indirectly)  thereof, any and all additional shares of stock or other securities
of each issuer of the Pledged Shares.

         SECTION 8. Bank Appointed Attorney-in-Fact. The Pledgor hereby appoints
the Agent, the Pledgor's attorney-in-fact,  with full authority in the place and
stead of the Pledgor and in the name of the  Pledgor or  otherwise,  to take any
action and to  execute  any  instrument  which the Agent may deem  necessary  or
advisable  to  accomplish  the  purposes  of this Pledge  Agreement,  including,
without limitation, to receive, endorse and collect all instruments made payable
to the Pledgor representing any dividend or other distribution in respect of the
Pledged  Collateral or any part thereof and to give full discharge for the same,
provided,  however,  the Agent agrees it will only exercise such rights upon the
occurrence and during the continuance of an Event of Default.

         SECTION 9.  Agent May  Perform.  If the  Pledgor  fails to perform  any
agreement  contained  herein,  the Agent or any Bank may itself perform or cause
performance  of,  such  agreement,  and the  expenses  of the Agent or such Bank
incurred in connection  therewith  shall be payable by the Pledgor under Section
12.

         SECTION 10. The Agent's and Each Bank's Duties and Reasonable Care. The
powers  conferred  on the Agent and each of the Banks  hereunder  are  solely to
protect their interests in the Pledged  Collateral and shall not impose any duty
upon them to exercise any such  powers.  The Agent and the Banks shall be deemed


                                      109
<PAGE>

to have exercised reasonable care in the custody and preservation of the Pledged
Collateral in their possession if the Pledged  Collateral is accorded  treatment
substantially  equal to that  which  the  Agent  or such  Bank  accords  its own
property, it being understood that neither the Agent nor any Bank shall have any
responsibility  for (a)  ascertaining  or taking  action with  respect to calls,
conversions,  exchanges,  maturities,  tenders or other matters  relative to any
Pledged  Collateral,  whether  or not the Agent or such Bank has or is deemed to
have  knowledge of such matters,  or (b) taking any necessary  steps to preserve
rights against any parties with respect to any Pledged Collateral.

         SECTION 11. Remedies. If any Event of Default shall have occurred:

         (a) The Agent may  exercise  in respect of the Pledged  Collateral,  in
addition to other rights and remedies provided for herein or otherwise available
to it, all the  rights  and  remedies  of a secured  party on default  under the
Uniform  Commercial Code (the "Code") in effect in the State of New York at that
time, and the Agent may also,  without notice,  except as specified below,  sell
the Pledged  Collateral  or any part thereof in one or more parcels at public or
private sale, at any exchange,  broker's board or at any of the Agent's  offices
or elsewhere,  for cash, on credit or for future  delivery,  and upon such other
terms as the Agent may deem commercially reasonable. The Pledgor agrees that, to
the extent  notice of sale shall be  required  by law, at least five (5) Banking
Days' (as defined in the Credit Agreement) notice to the Pledgor of the time and
place of any public sale or the time after which any private  sale is to be made
shall constitute  reasonable  notification.  The Agent shall not be obligated to
make any sale of Pledged  Collateral  regardless  of notice of sale  having been
given.  The Agent may  adjourn  any public or private  sale from time to time by
announcement  at the time and place fixed therefor,  and such sale may,  without
further notice, be made at the time and place to which it was so adjourned.

         (b) Any cash  held by the  Agent  as  Pledged  Collateral  and all cash
proceeds  received by the Agent in respect of any sale of,  collection  from, or
other  realization  upon all or any part of the Pledged  Collateral  may, in the
discretion of the Agent,  be held by the Agent as collateral for, and/or then or
at any time  thereafter  applied  (after  payment of any amounts  payable to the
Agent and the Banks  pursuant  to  Section  12) in whole or in part by the Agent
against, all or any part of the Guarantor Obligations in such order as the Agent
shall  elect.  Any surplus of such cash or cash  proceeds  held by the Agent and
remaining after payment in full of all Guarantor  Obligations shall be paid over
to the Pledgor or to whosoever may be lawfully entitled to receive such surplus.
If the proceeds of the sale of the  Collateral are  insufficient  to pay all the
Guarantor  Obligations  the Pledgor  agrees to pay upon demand any deficiency to
the Agent and each of the Banks.

         SECTION 12. Indemnity and Expenses.  (a) The Pledgor hereby indemnities
the Agent and each,of  the Banks from and  against  any and all claims,  losses,
damages and liabilities  growing out of or resulting from this Pledge  Agreement
(including,  without limitation,  enforcement of this Pledge Agreement),  except
claims, losses, damages or liabilities resulting from the Agent's or such Bank's
gross negligence and willful misconduct.

         (b) The Pledgor will upon demand pay to the Agent and each of the Banks
the amount of any and all expenses,  including the reasonable  fees and expenses
of its counsel  and of any  experts  and  agents,  which the Agent or any of the
Banks may incur in connection  with (i) any amendment to this Pledge  Agreement;
(ii)  the  administration  of  this  Pledge  Agreement;  (iii)  the  custody  or
preservation of, or the sale of, collection from, or other realization upon, any
of the Pledged Collateral; (iv) the exercise or enforcement of any of the rights
of the Agent or any of the Banks hereunder; or (v) the failure by the Pledgor to
perform or observe any of the provisions hereof.

         SECTION 13. Amendments, Etc. No amendment or waiver of any provision of
this Pledge  Agreement,  nor consent to any  departure by the Pledgor  herefrom,
shall in any event be  effective  unless the same shall be in writing and signed
by the Agent and the Required  Banks,  and then such waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.

         SECTION 14. Addresses for Notices. All notices and other communications
provided for  hereunder  shall be in writing  and, if to the Pledgor,  mailed or
delivered by messenger or sent by  facsimile,  addressed to it at the address of


                                      110
<PAGE>

the Pledgor specified in the Credit Agreement; if to a Bank, mailed or delivered
by messenger or sent by ,facsimile to it, addressed to it at the address of such
Bank specified in the Credit Agreement;  or if to the Agent, mailed or delivered
by messenger or sent by facsimile to it,  addressed to it at the address of such
Bank   specified   in  the  Credit   Agreement.   All  such  notices  and  other
communications  shall,  when  mailed  or  delivered  by  messenger  or  sent  by
facsimile,  respectively,  be effective when deposited in the mails or delivered
to the messenger or sent by facsimile, respectively, addressed as aforesaid.

         SECTION  15.   Continuing   Security   Interest;   Transfer  of  Credit
Facilities. This Pledge Agreement shall create a continuing security interest in
the  Pledged  Collateral  and shall (i) remain in full  force and  effect  until
payment in full (after the Termination Date) of the Borrower Obligations and the
Guarantor  Obligations,  (ii) be binding upon the Pledgor,  its  successors  and
assigns,  and  (iii)  inure to the  benefit  of the  Agent,  the Banks and their
successors,  transferees  and assigns.  Without  limiting the  generality of the
foregoing clause (iii), the Agent and each Bank may assign or otherwise transfer
all or a portion of its rights or obligations under the Credit Agreement and the
Credit  Facilities  to any other Person,  and such other Person shall  thereupon
become vested with all the benefits in respect  thereof  granted to the Agent or
such Bank herein or otherwise.  Upon the payment in full (after the  Termination
Date) of the Guarantor Obligations, the Pledgor shall be entitled to the return,
upon its request and at its expense,  of such of the Pledged Collateral as shall
not have been sold or otherwise applied pursuant to the terms hereof.

         SECTION  16.  Governing  Law;  Terms.  This Pledge  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York.
Unless  otherwise  defined herein or in the Credit  Agreement,  terms defined in
Article  9 of the  Uniform  Commercial  Code in the  State  of New York are used
herein as therein defined.

         SECTION 17. Miscellaneous.  This Pledge Agreement is in addition to and
not in limitation of any other rights and remedies the Agent or any of the Banks
may  have  by  virtue  of  any  other   instrument   or  agreement   heretofore,
contemporaneously  herewith  or  hereafter  executed by the Pledgor or any other
Person or by law or  otherwise.  If any  provision  of this Pledge  Agreement is
contrary to applicable law, such provision shall be deemed  ineffective  without
invalidating the remaining  provisions  hereof.  Neither the Agent nor the Banks
shall, by any act, delay, omission or otherwise, be deemed to have waived any of
their rights or remedies hereunder.

         IN WITNESS WHEREOF,  the Pledgor has caused this Pledge Agreement to be
duly executed and delivered by its officer  thereunto duly  authorized as of the
date first above written.

                                               BOUNDLESS ACQUISITION CORPORATION



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


                                      111
<PAGE>

                                   SCHEDULE I


                   Attached to and forming a part of that certain
                   Pledge Agreement dated April 14, 1999, by the
                   Pledgor to the Agent and the Banks.


                                            Percentage
                                             of Total
                    Class      Certificate   Stock of   Par Value    Number of
Stock Issuer        of Stock   Number(s)     Issuer     of Shares    Shares
------------------  --------   -----------  ----------  -----------  ---------

Boundless
Technologies, Inc.



                                      112
<PAGE>

                                   EXHIBIT G
                              TO CREDIT AGREEMENT


                                PLEDGE AGREEMENT

         PLEDGE  AGREEMENT,  dated as of April 14, 1999 (as  amended,  restated,
supplemented or modified,  from time to time, the "Pledge  Agreement"),  made by
BOUNDLESS CORPORATION ("Pledgor"), to each of the Banks (as defined below) party
to the Credit  Agreement  (as defined  below) and THE CHASE  MANHATTAN  BANK, as
administrative,  documentation  and  collateral  agent  for the  Banks  (in such
capacity, together with its successors in such capacity, the "Agent").

                             PRELIMINARY STATEMENTS

         1. Reference is made to the Amended and Restated  Credit  Agreement and
Guaranty,  dated  as of April  14,  1999,  among  Boundless  Technologies,  Inc.
("Borrower"),   Pledgor,   Boundless  Corporation,   The  Chase  Manhattan  Bank
("Chase"),  Silicon Valley Bank ("SVB"),  National Bank of Canada  ("NBC"),  and
each other  lender  which may  hereafter  execute and deliver an  instrument  of
assignment  with  respect to the Credit  Facilities  as defined in and under the
Credit  Agreement  (Chase,  SVB, NBC and each other lender,  are each  sometimes
hereinafter  referred to as a "Bank" and  collectively,  the  "Banks"),  and the
Agent.  The terms defined in the Credit  Agreement and not otherwise  defined in
this Pledge  Agreement  which are used in this Pledge  Agreement  shall have the
meanings set forth in the Credit Agreement.

         2. It is a requirement  of the Credit  Agreement that the Pledgor shall
have granted the security interest contemplated by this Pledge Agreement.

         NOW, THEREFORE, in consideration of the premises and in order to induce
the Banks to provide  the Credit  Facilities  under and in  accordance  with the
terms of the Credit Agreement, the Pledgor hereby agrees as follows:

         SECTION 1.  Pledge.  The Pledgor  hereby  pledges and grants a security
interest to each Bank and hereby  pledges and grants a security  interest to the
Agent for the ratable benefit of each Bank in all of the following (the "Pledged
Collateral"):

                  (i) all of the stock  described  in  Schedule I (the  "Pledged
         Shares") and the certificates  representing the Pledged Shares, and all
         dividends,  cash,  instruments  and  other  property  from time to time
         received,  receivable  or  otherwise  distributed  in  respect of or in
         exchange for any or all of the Pledged Shares; and

                  (ii) all additional  shares of stock of any and all issuers of
         any of the Pledged  Shares from time to time acquired by the Pledgor in
         any manner,  and the certificates  representing such additional shares,
         and all dividends,  cash,  instruments  and other property from time to
         time received,  receivable or otherwise distributed in respect of or in
         exchange for any or all of such shares; and

                  (iii) all proceeds of any and all of the foregoing.

         SECTION 2. Security for Obligations. The Pledged Collateral secures the
prompt  and  complete  payment  when due of all  indebtedness,  obligations  and
liabilities  of the Pledgor to the Agent or any Bank,  now existing or hereafter
incurred, under or arising out of or in connection with the Credit Agreement, or
any of the other Loan Documents, whether for principal, interest,  reimbursement
obligations,  or  obligations as a guarantor,  fees,  expenses or otherwise (the
"Guarantor Obligations").

         SECTION  3.  Delivery  of  Pledged  Collateral.   All  certificates  or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by the  Agent  pursuant  hereto  and shall be in  suitable  form for
transfer by delivery,  or shall be accompanied  by duly executed  instruments of
transfer or assignment in blank,  all in form and substance  satisfactory to the
Agent. The Agent shall have the right, at any time in its discretion and without
notice to the Pledgor, to transfer to or to register in the name of the Agent or
any of its  nominees any or all of the Pledged  Collateral,  subject only to the
revocable  rights  specified in Section 6(a). In addition,  the Agent shall have


                                      113
<PAGE>

the right at any time to exchange  certificates  or instruments  representing or
evidencing  Pledged  Collateral  for  certificates  or instruments of smaller or
larger denominations.

         SECTION 4.  Representations and Warranties.  The Pledgor represents and
warrants to the Agent and each Bank as follows:

                  (i) The Pledged  Shares have been duly  authorized and validly
         issued and are fully paid and non-assessable.

                  (ii) The  Pledgor  is the  legal and  beneficial  owner of the
         Pledged  Collateral free and clear of any Lien,  option or other charge
         or encumbrance, except for the security interest created by this Pledge
         Agreement.

                  (iii) The pledge of the Pledged Shares pursuant to this Pledge
         Agreement  creates  a  valid  and  perfected  first  priority  security
         interest  in  the  Pledged  Collateral  securing  the  payment  of  the
         Guarantor Obligations.

                  (iv) No  authorization,  approval  or other  action by, and no
         notice to or filing with, any Governmental Authority is (other than the
         timely filing of Uniform  Commercial  Code  financing and  continuation
         statements to the extent the Pledged Collateral consists of accounts or
         general  intangibles  under the  applicable  Uniform  Commercial  Code)
         required  either  (i) for the  pledge  by the  Pledgor  of the  Pledged
         Collateral pursuant to this Pledge Agreement or the execution, delivery
         or performance of the Pledge Agreement by the Pledgor,  or (ii) for the
         exercise  by the Agent of the voting or other  rights  provided  for in
         this  Pledge  Agreement  or the  remedies  in  respect  of the  Pledged
         Collateral pursuant to this Pledge Agreement (except as may be required
         in connection with such  disposition by laws affecting the offering and
         sale of securities generally).

                  (v)  The  Pledged  Shares  constitute  all of the  issued  and
         outstanding  shares  of stock of each  issuer  thereof  as set forth on
         Schedule I.

         SECTION 5. Further Assurances.  The Pledgor agrees that at any time and
from time to time, at the expense of the Pledgor,  it will promptly  execute and
deliver  all  reasonable  further  instruments  and  documents,   and  take  all
reasonable further action, that may be necessary or desirable, or that the Agent
or any Bank may request,  in order to perfect and protect any security  interest
granted or purported to be granted  hereby or to enable the Agent or any Bank to
exercise  and  enforce its rights and  remedies  hereunder  with  respect to any
Pledged Collateral.

         SECTION 6. Voting Rights;  Dividends; Etc. (a) So long as no Default or
Event of Default shall have occurred:

                  (i) The Pledgor  shall be  entitled  to  exercise  any and all
         voting and other consensual rights pertaining to the Pledged Collateral
         or any part thereof for any purpose not inconsistent  with the terms of
         this Pledge Agreement or the Credit Agreement;  provided, however, that
         the Pledgor  shall not  exercise or refrain  from  exercising  any such
         right if, in the Agent's  judgment,  such action would modify or in any
         way adversely change the Pledgor's rights under the Pledged  Collateral
         or any part thereof except that the Pledgor can exercise such rights to
         affect a merger of any Guarantor into the Pledgor.

                  (ii) The  Pledgor  shall be entitled to receive and retain any
         and all dividends paid in respect of the Pledged  Collateral  (provided
         such  payment  is  not in  violation  of any  provision  of the  Credit
         Agreement), provided, however, that any and all

                           (A) dividends paid or payable, other than in cash, in
                  respect  of,  and  instruments  and other  property  received,
                  receivable  or  otherwise  distributed  in  respect  of, or in
                  exchange for, any Pledged Collateral,



                                      114
<PAGE>

                           (B) dividends and other distributions paid or payable
                  in cash in respect of any  Pledged  Collateral  in  connection
                  with a total liquidation or dissolution, and

                           (C) cash paid,  payable or otherwise  distributed  in
                  respect of principal of, or in  redemption  of, or in exchange
                  for, any Pledged Collateral,

         shall be,  and shall be  forthwith  delivered  to the Agent to hold as,
         Pledged  Collateral and shall, if received by the Pledgor,  be received
         in trust for the benefit of the Agent and the Banks, be segregated from
         the other property or funds of the Pledgor,  and be forthwith delivered
         to the Agent as  Pledged  Collateral  in the same  form as so  received
         (with any necessary endorsement).

                  (iii) The Agent and the Banks hereby  authorize the Pledgor to
         exercise  all voting and other  rights which it is entitled to exercise
         pursuant to paragraph (i) above and to receive the  dividends  which it
         is authorized to receive and retain pursuant to paragraph (ii) above.

         (b) Upon the occurrence of a Default or an Event of Default:

                  (i) Upon the  request of the Agent,  all rights of the Pledgor
         to  exercise  the voting  and other  consensual  rights  which it would
         otherwise  be entitled to exercise  pursuant to Section  6(a)(i) and to
         receive the dividends which it would otherwise be authorized to receive
         and retain  pursuant  to Section  6(a)(ii)  shall  cease,  and all such
         rights shall  thereupon  become vested in the Agent and the Banks,  and
         the Agent shall  thereupon  have the sole right to exercise such voting
         and  other  consensual  rights  and to  receive  and  hold  as  Pledged
         Collateral such dividends.

                  (ii) All dividends which are received by the Pledgor  contrary
         to the  provisions  of  paragraph  (i) of this  Section  6(b)  shall be
         received in trust for the benefit of the Agent and the Banks,  shall be
         segregated  from other funds of the Pledgor and shall be forthwith paid
         over to the Agent as Pledged Collateral in the same form as so received
         (with any necessary endorsement).

         SECTION 7. Transfers and Other Liens;  Additional Shares. (a) Except to
the extent permitted (if at all) under the Credit Agreement,  the Pledgor agrees
that it will neither (i) sell or otherwise  dispose of, or grant any option with
respect  to, any of the Pledged  Collateral,  nor (ii) create or permit to exist
any Lien, security interest, or other charge or encumbrance upon or with respect
to any of the Pledged  Collateral,  except for the security  interest under this
Pledge Agreement.

         (b) The  Pledgor  agrees  that it will (i)  cause  each  issuer  of the
Pledged  Shares not to issue any stock or other  securities in addition to or in
substitution for the Pledged Shares, except to its existing shareholders so that
after  giving  effect to such  issuance  all such  shareholders,  including  the
Pledgor,  still own the same percentage of the outstanding stock of such issuer,
and (ii)  pledge  hereunder,  immediately  upon  its  acquisition  (directly  or
indirectly)  thereof, any and all additional shares of stock or other securities
of each issuer of the Pledged Shares.

         SECTION 8. Bank Appointed Attorney-in-Fact. The Pledgor hereby appoints
the Agent, the Pledgor's attorney-in-fact,  with full authority in the place and
stead of the Pledgor and in the name of the  Pledgor or  otherwise,  to take any
action and to  execute  any  instrument  which the Agent may deem  necessary  or
advisable  to  accomplish  the  purposes  of this Pledge  Agreement,  including,
without limitation, to receive, endorse and collect all instruments made payable
to the Pledgor representing any dividend or other distribution in respect of the
Pledged  Collateral or any part thereof and to give full discharge for the same,
provided,  however,  the Agent agrees it will only exercise such rights upon the
occurrence and during the continuance of an Event of Default.

         SECTION 9.  Agent May  Perform.  If the  Pledgor  fails to perform  any
agreement  contained  herein,  the Agent or any Bank may itself perform or cause
performance  of,  such  agreement,  and the  expenses  of the Agent or such Bank
incurred in connection  therewith  shall be payable by the Pledgor under Section
12.



                                      115
<PAGE>

         SECTION 10. The Agent's and Each Bank's Duties and Reasonable Care. The
powers  conferred  on the Agent and each of the Banks  hereunder  are  solely to
protect their interests in the Pledged  Collateral and shall not impose any duty
upon them to exercise any such  powers.  The Agent and the Banks shall be deemed
to have exercised reasonable care in the custody and preservation of the Pledged
Collateral in their possession if the Pledged  Collateral is accorded  treatment
substantially  equal to that  which  the  Agent  or such  Bank  accords  its own
property, it being understood that neither the Agent nor any Bank shall have any
responsibility  for (a)  ascertaining  or taking  action with  respect to calls,
conversions,  exchanges,  maturities,  tenders or other matters  relative to any
Pledged  Collateral,  whether  or not the Agent or such Bank has or is deemed to
have  knowledge of such matters,  or (b) taking any necessary  steps to preserve
rights against any parties with respect to any Pledged Collateral.

         SECTION 11. Remedies. If any Event of Default shall have occurred:

         (a) The Agent may  exercise  in respect of the Pledged  Collateral,  in
addition to other rights and remedies provided for herein or otherwise available
to it, all the  rights  and  remedies  of a secured  party on default  under the
Uniform  Commercial Code (the "Code") in effect in the State of New York at that
time, and the Agent may also,  without notice,  except as specified below,  sell
the Pledged  Collateral  or any part thereof in one or more parcels at public or
private sale, at any exchange,  broker's board or at any of the Agent's  offices
or elsewhere,  for cash, on credit or for future  delivery,  and upon such other
terms as the Agent may deem commercially reasonable. The Pledgor agrees that, to
the extent  notice of sale shall be  required  by law, at least five (5) Banking
Days' (as defined in the Credit Agreement) notice to the Pledgor of the time and
place of any public sale or the time after which any private  sale is to be made
shall constitute  reasonable  notification.  The Agent shall not be obligated to
make any sale of Pledged  Collateral  regardless  of notice of sale  having been
given.  The Agent may  adjourn  any public or private  sale from time to time by
announcement  at the time and place fixed therefor,  and such sale may,  without
further notice, be made at the time and place to which it was so adjourned.

         (b) Any cash  held by the  Agent  as  Pledged  Collateral  and all cash
proceeds  received by the Agent in respect of any sale of,  collection  from, or
other  realization  upon all or any part of the Pledged  Collateral  may, in the
discretion of the Agent,  be held by the Agent as collateral for, and/or then or
at any time  thereafter  applied  (after  payment of any amounts  payable to the
Agent and the Banks  pursuant  to  Section  12) in whole or in part by the Agent
against, all or any part of the Guarantor Obligations in such order as the Agent
shall  elect.  Any surplus of such cash or cash  proceeds  held by the Agent and
remaining after payment in full of all Guarantor  Obligations shall be paid over
to the Pledgor or to whosoever may be lawfully entitled to receive such surplus.
If the proceeds of the sale of the  Collateral are  insufficient  to pay all the
Guarantor  Obligations  the Pledgor  agrees to pay upon demand any deficiency to
the Agent and each of the Banks.

         SECTION 12. Indemnity and Expenses.  (a) The Pledgor hereby indemnities
the Agent and each,of  the Banks from and  against  any and all claims,  losses,
damages and liabilities  growing out of or resulting from this Pledge  Agreement
(including,  without limitation,  enforcement of this Pledge Agreement),  except
claims, losses, damages or liabilities resulting from the Agent's or such Bank's
gross negligence and willful misconduct.

         (b) The Pledgor will upon demand pay to the Agent and each of the Banks
the amount of any and all expenses,  including the reasonable  fees and expenses
of its counsel  and of any  experts  and  agents,  which the Agent or any of the
Banks may incur in connection  with (i) any amendment to this Pledge  Agreement;
(ii)  the  administration  of  this  Pledge  Agreement;  (iii)  the  custody  or
preservation of, or the sale of, collection from, or other realization upon, any
of the Pledged Collateral; (iv) the exercise or enforcement of any of the rights
of the Agent or any of the Banks hereunder; or (v) the failure by the Pledgor to
perform or observe any of the provisions hereof.

         SECTION 13. Amendments, Etc. No amendment or waiver of any provision of
this Pledge  Agreement,  nor consent to any  departure by the Pledgor  herefrom,
shall in any event be  effective  unless the same shall be in writing and signed
by the Agent and the Required  Banks,  and then such waiver or consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.



                                      116
<PAGE>

         SECTION 14. Addresses for Notices. All notices and other communications
provided for  hereunder  shall be in writing  and, if to the Pledgor,  mailed or
delivered by messenger or sent by  facsimile,  addressed to it at the address of
the Pledgor specified in the Credit Agreement; if to a Bank, mailed or delivered
by messenger or sent by ,facsimile to it, addressed to it at the address of such
Bank specified in the Credit Agreement;  or if to the Agent, mailed or delivered
by messenger or sent by facsimile to it,  addressed to it at the address of such
Bank   specified   in  the  Credit   Agreement.   All  such  notices  and  other
communications  shall,  when  mailed  or  delivered  by  messenger  or  sent  by
facsimile,  respectively,  be effective when deposited in the mails or delivered
to the messenger or sent by facsimile, respectively, addressed as aforesaid.

         SECTION  15.   Continuing   Security   Interest;   Transfer  of  Credit
Facilities. This Pledge Agreement shall create a continuing security interest in
the  Pledged  Collateral  and shall (i) remain in full  force and  effect  until
payment in full (after the Termination Date) of the Borrower Obligations and the
Guarantor  Obligations,  (ii) be binding upon the Pledgor,  its  successors  and
assigns,  and  (iii)  inure to the  benefit  of the  Agent,  the Banks and their
successors,  transferees  and assigns.  Without  limiting the  generality of the
foregoing clause (iii), the Agent and each Bank may assign or otherwise transfer
all or a portion of its rights or obligations under the Credit Agreement and the
Credit  Facilities  to any other Person,  and such other Person shall  thereupon
become vested with all the benefits in respect  thereof  granted to the Agent or
such Bank herein or otherwise.  Upon the payment in full (after the  Termination
Date) of the Guarantor Obligations, the Pledgor shall be entitled to the return,
upon its request and at its expense,  of such of the Pledged Collateral as shall
not have been sold or otherwise applied pursuant to the terms hereof.

         SECTION  16.  Governing  Law;  Terms.  This Pledge  Agreement  shall be
governed by and construed in accordance  with the laws of the State of New York.
Unless  otherwise  defined herein or in the Credit  Agreement,  terms defined in
Article  9 of the  Uniform  Commercial  Code in the  State  of New York are used
herein as therein defined.

         SECTION 17. Miscellaneous.  This Pledge Agreement is in addition to and
not in limitation of any other rights and remedies the Agent or any of the Banks
may  have  by  virtue  of  any  other   instrument   or  agreement   heretofore,
contemporaneously  herewith  or  hereafter  executed by the Pledgor or any other
Person or by law or  otherwise.  If any  provision  of this Pledge  Agreement is
contrary to applicable law, such provision shall be deemed  ineffective  without
invalidating the remaining  provisions  hereof.  Neither the Agent nor the Banks
shall, by any act, delay, omission or otherwise, be deemed to have waived any of
their rights or remedies hereunder.

         IN WITNESS WHEREOF,  the Pledgor has caused this Pledge Agreement to be
duly executed and delivered by its officer  thereunto duly  authorized as of the
date first above written.


                                                BOUNDLESS CORPORATION



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



                                      117
<PAGE>

                                   SCHEDULE I


                   Attached to and forming a part of that certain
                   Pledge Agreement dated April 14, 1999, by the
                   Pledgor to the Agent and the Banks.


                                            Percentage
                                             of Total
                    Class      Certificate   Stock of   Par Value    Number of
Stock Issuer        of Stock   Number(s)     Issuer     of Shares    Shares
------------------  --------   -----------  ----------  -----------  ---------

Boundless
Acquisition
Corporation





                                      118
<PAGE>

                                                                       Exhibit I



                           Borrowing Base Certificate
                           --------------------------


                           [Not Filed With Form 10-Q]



                                      119
<PAGE>

                                   EXHIBIT J
                              TO CREDIT AGREEMENT


                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         ASSIGNMENT AND ASSUMPTION AGREEMENT,  dated as of April 14, 1999, among
_________________________ ("Assignor") and ____________________ the "Assignee").

                             PRELIMINARY STATEMENTS

         1. This Assignment and Assumption  Agreement (this "Agreement") relates
to the Amended and Restated Credit Agreement and Guaranty, dated as of April __,
1999 (as amended,  restated,  supplemented  or modified,  from time to time, the
"Credit Agreement") among Borrower,  Boundless  Acquisition  Corporation ("BAC")
and Boundless  Corporation  ("BC"), The Chase Manhattan Bank ("Chase"),  Silicon
Valley Bank ("SVB") and National Bank of Canada  ("NBC"),  and each other lender
which may hereafter execute and deliver an instrument of assignment with respect
to the Credit  Facilities as defined in and under the Credit  Agreement  (Chase,
SVB, NBC and such other lenders,  each a "Bank" and collectively,  the "Banks"),
and The Chase Manhattan Bank, as  administrative,  documentation  and collateral
agent for the Banks (in such  capacity,  together  with its  successors  in such
capacity, the "Agent"). All capitalized terms not otherwise defined herein shall
have the respective meanings set forth in the Credit Agreement.

         2.  Subject  to the  terms  and  conditions  set  forth  in the  Credit
Agreement, (i) Assignor is required to (a) make Revolving Credit Loans from time
to time to Borrower in an aggregate principal amount outstanding at any time not
to exceed                     Dollars  ($                 )  ("Revolving  Credit
Commitment"),  [(b) issue Trade Letters of Credit with an aggregate  face amount
of all  outstanding  Trade Letters of Credit at any time not to exceed the Trade
Letter of Credit  Commitment,  and (c) issue  Standby  Letters of Credit with an
aggregate face amount of all  outstanding  Standby Letters of Credit at any time
not to exceed the Standby Letter of Credit Commitment.1]

         3. Revolving Credit Loans made to Borrower by Assignor under the Credit
Agreement  in  the  aggregate  principal  amount  of                     Dollars
($             ) are outstanding at commencement of business on the date hereof.
This Agreement shall become effective prior to any Revolving Credit Loan made on
the date hereof.

         4. The aggregate  outstanding principal amount of the Term Loan held by
the   Assignor  at  the   commencement   of  business  of  the  date  hereof  is
                  Dollars.

         5.  Assignor  desires  to assign to the  Assignee  all of the rights of
Assignor  under the Credit  Agreement  in respect of a portion of its  Revolving
Credit  Commitment  thereunder in an amount equal to                     Dollars
($              ) (the  "Assigned  Commitment"),  together with a portion of its
outstanding  Revolving  Credit  Loans in an  amount  equal to  
Dollars  ($              ), and together with a portion of its outstanding  Term
Loan in an  amount  equal  to                     Dollars  ($            )  (the
"Assigned Loans"),  and the Assignee desires to accept assignment-of such rights
and assume the corresponding obligations from Assignor on such terms.

         6.  Assignor  desires  to sell  and  Assignee  desires  to  purchase  a
participation  from Assignor in each (a) Trade Letter of Credit, and (b) Standby
Letter of  Credit  to the  extent  of           % (the  "Assigned  Participation
Percentage").

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
agreements contained herein, the parties hereto agree as follows:

         SECTION  1.  Assignment.  Assignor  hereby  assigns  and  sells  to the
Assignee all of the rights of Assignor under the Credit  Agreement in and to the
Assigned Commitment and the Assigned Loans, and the Assignee hereby accepts such
assignment  from Assignor and assumes all of the  obligations  of Assignor under
the Credit  Agreement in and to the Assigned  Commitment and the Assigned Loans.
Upon the execution and delivery hereof by Assignor,  the Assignee, and the Agent
and the payment of the amount  specified in Section 3 required to be paid on the


                                      120
<PAGE>

date hereof (i) the Assignee  shall,  as of the  commencement of business on the
date hereof,  succeed to the rights and be obligated to perform the  obligations
of a Bank under the Credit  Agreement with a Revolving  Credit  Commitment in an
amount equal to the Assigned  Commitment,  and with Revolving Credit Loans and a
Term Loan in a principal amount equal to the Assigned Loans.

         The  assignment  provided  for  herein  shall be  without  recourse  to
Assignor.

         SECTION 2. Sale and  Purchase  of  Assigned  Participation  Percentage.
Assignor hereby agrees to sell and Assignee agrees to purchase Participations to
the extent of the Assigned Participation Percentage.

         Upon the execution and delivery  hereof by the Assignor,  the Assignee,
and the Agent and the payment of the amount  specified  in Section 3 required to
be paid on the date hereof,  Assignee shall, as of the  commencement of business
on the date  hereof,  succeed  to the  rights and be  obligated  to perform  the
obligations of a Bank under the Credit Agreement,  including but not limited to,
the  obligation  to  purchase  Participations  from  Chase to the  extent of the
Assigned Participation Percentage.

         SECTION 3.  Payments.  As  consideration  for the  assignment  and sale
contemplated in Section 1 hereof, the Assignee shall pay to Assignor on the date
hereof in immediately available funds an amount equal to  
Dollars ($                  ).

         It is understood  that  commitment  fees and other fees payable to each
Assignor  under the  Credit  Agreement  accrued  to the date  hereof are for the
account of such  Assignor and such fees  accruing  from and  including  the date
hereof are for the  account of the  Assignee.  Each  Assignor  and the  Assignee
hereby agree that if it receives any amount under the Credit  Agreement which is
for the account of the other  party  hereto,  it shall  receive the same for the
account of such other party to the extent of such other party's interest therein
and shall promptly pay the same to such other party.

         After giving effect to this  Assignment  and  Assumption  Agreement the
parties  hereto agree that the  Assignee  will be a  Participating  Bank and the
Amount or Share of each Credit  Facility of each  Assignee and the Assignor will
be as set forth on the charts following the signature lines hereof.

         SECTION 4. Credit Agreement.  Each Assignor and the Assignee agree that
this Assignment and Assumption  Agreement is made in accordance with and subject
to Section 14.04 of the Credit  Agreement  which such Section is incorporated by
reference herein.

         SECTION  5.  Representations  and  Warranties  of  Assignee.   Assignee
represents  and warrants  that (i) Assignee is legally  authorized to enter into
this Agreement and (ii) Assignee has received copies of the Credit Agreement and
the Loan  Documents,  such  financial  statements  and such other  documents and
information  as it has  requested or deemed  appropriate  to make its own credit
analysis and decision to enter into this Agreement.

         SECTION 5.  Governing  Law.  This  Agreement  shall be  governed by and
construed in accordance with the laws of the State of New York.

         SECTION 6. Counterparts.  This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.




                                      121
<PAGE>

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

                                   [ASSIGNOR]



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



                                   [ASSIGNEE]



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



                                    Applicable Lending Office for all Loans:


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


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


                                    Attn:
                                         --------------------------------

                                    Telecopy:
                                             ----------------------------

ACCEPTED AND AGREED TO:

THE CHASE MANHATTAN BANK, as Agent


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



                                      122
<PAGE>


              After giving effect to this  Assignment and Assumption
              Agreement  the amount of each Credit  Facility held by
              each Assignor and the Assignee will be as follows:


Commitment of Assignor after giving effect to this Agreement:
------------------------------------------------------------


Facility                                                    Amount of Share
--------                                                    ---------------

Revolving Credit                                            $

Term Loan                                                   $

Letters of Credit



Commitment of Assignor after giving effect to this Agreement:
------------------------------------------------------------


Facility                                                    Amount of Share
--------                                                    ---------------

Revolving Credit                                            $

Term Loan                                                   $

Letters of Credit


                                      123
<PAGE>


         All of the Schedules to the Credit  Agreement  (identified in the Table
of Contents to the Credit  Agreement)  have been omitted in this filing and will
be provided to the Commission upon request.

                                      125
<PAGE>