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

"Environmental Audit" means a review for the purpose of determining whether the Company complies with Environmental Laws and whether there exists any condition or circumstance which requires or will require a cleanup, removal, or other remedial action under Environmental Laws on the part of the Company including, but not limited to, some or all of the following:

(a) on site inspection including review of site geology, hydrogeology, demography, land use and population;

(b) taking and analyzing soil borings and installing ground water monitoring wells and analyzing samples taken from such wells;

(c) taking and analyzing of air samples and testing of underground tanks;

(d) reviewing plant permits, compliance records and regulatory correspondence, and interviewing enforcement staff at regulatory agencies;

(e) reviewing the Company's operations, procedures and documentation; and

(f) interviewing past and present employees of the Company.

"Environmental Laws" means all federal, state and local laws including statutes, regulations, ordinances, codes, rules and other governmental restrictions and requirements relating to the discharge of air pollutants, water pollutants or process waste water or otherwise relating to the environment or hazardous substances including, but not limited to, the Federal Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Responsibility Cleanup and Liability Act of 1980, regulations of the Environmental Protection Agency, regulations of the Nuclear Regulatory Agency, and regulations of any state department of natural resources or state environmental protection agency now or at any time hereafter in effect.

"Event of Default" means any one of the events described in Section 7.01.

"Indebtedness" means, collectively, all obligations, contingent and otherwise, which, in accordance with generally accepted accounting principles, should be classified on the balance sheet of the Company as liabilities, and, in any event, including, whether or not classified on such balance sheet, all (i) obligations for borrowed money or for the deferred purchase price of property; (ii) obligations upon which interest charges are customarily paid; (iii) obligations secured by any Lien on or with respect to any property or assets owned by the Company or acquired by the Company, whether or not the obligation secured thereby shall have been assumed; (iv) guaranties, endorsements and other contingent obligations; (v) reimbursement on indemnity undertakings with respect to letters of credit; and (vi) obligations as lessee under capitalized leases.

"Lien" means any mortgage, pledge, assignment, hypothecation, security interest, charge or other encumbrance of any kind or nature whatsoever of or on any cash, property or assets of any kind or nature whatsoever.

"Net Earnings" means the excess of:

(a). all revenues and income derived from operation in the ordinary course of business (excluding extraordinary gains and profits upon the disposition of investments and fixed assets), over

(b). all expenses and other proper charges against income (including payment or provision for all applicable income and other taxes, but excluding extraordinary losses and losses upon the disposition of investments and fixed assets), all as determined in accordance with generally accepted accounting principles.

"Net Working Capital" means:

(a). the amount of all assets which under generally accepted principles of accounting would appear as current assets on the balance sheet of the Company, excluding prepaid expenses which are not refundable on the date the determination is made, less

(b). the amount of all liabilities which under generally accepted principles of accounting would appear as current liabilities on such balance sheet, including all indebtedness payable on demand or maturing (whether by reason of specified maturity, fixed prepayments, sinking funds or accruals of any kind, or otherwise) within 12 months or less from the date of the relevant statement, including all lease and rental obligations due in 12 months or less under leases, whether or not Capitalized Leases, and including customers' advances and progress billings on contracts.

"Obligations" means any and all liabilities, obligations and undertakings of the Company to the Bank arising under this agreement or the Note.

"Permitted Liens" means:

(a) liens outstanding on _________, and shown on the financial statements referred to in section 4.05 above;

(b) liens for taxes, assessments or governmental charges, and liens incident to construction, which are either not delinquent or are being contested in good faith by the Company by appropriate proceedings which will prevent foreclosure of such liens, and against which adequate reserves have been provided; and easements, restrictions, minor title irregularities and similar matters which have no adverse effect as a practical matter upon the ownership and use of the affected property by the Company;

(c) liens or deposits in connection with worker's compensation or other insurance or to secure customs' duties, public or statutory obligations in lieu of surety, stay or appeal bonds, or to secure performance of contracts or bids (other than contracts for the payment of money borrowed), or deposits required by law or governmental regulations or by any court order, decree, judgment or rule as a condition to the transaction of business or the exercise of any right, privilege or license; or other liens or deposits of a like nature made in the ordinary course of business;

(d) purchase money liens on property acquired in the ordinary course of business, to finance or secure a portion of the purchase price thereof, and liens on property acquired existing at the time of acquisition; provided that in each case such lien shall be limited to the property so acquired and the liability secured by such lien does not exceed either the purchase price or the fair market value of the asset acquired; and

(e) liens required by this agreement as security for the Note.

"Plan" means any employee pension benefit plan subject to Title IV of ERISA maintained by the Company or any member of the Controlled Group, or any such plan to which the Company or any member of the Controlled Group is required to contribute on behalf of any of its employees.

"Reportable Event" means a reportable event as that term is defined in Title IV of ERISA.

"Tangible Net Worth" means the total of all assets properly appearing on the balance sheet of the Company in accordance with generally accepted accounting principles, less the sum of the following:

(a) the book amount of all such assets which would be treated as intangibles under generally accepted accounting principles, including, without limitation, all such items as good will, trademarks, trademark rights, trade names, trade-name rights, brands, copyrights, patents, patent rights, licenses, deferred charges and unamortized debt discount and expense;

(b) any write-up in the book value of any such assets resulting from a revaluation thereof subsequent to _________;

(c) all reserves, including reserves for depreciation, obsolescence, depletion, insurance, and inventory valuation, but excluding contingency reserves not allocated for any particular purpose and not deducted from assets;

(d) the amount, if any, at which any shares of stock of the Company appear on the asset side of such balance sheet;

(e) all liabilities of the Company shown on such balance sheet, other than liabilities subordinated to obligations owed to the Bank by subordination agreements in form and substance satisfactory to the Bank; and

(f) all investments in foreign affiliates and nonconsolidated domestic affiliates.

"Unfunded Liabilities" means, with regard to any Plan, the excess of the current value of the Plan's benefits guaranteed under ERISA over the current value of the Plan's assets allocable to such benefits.

Article II.

Loan and Note

2.01. Term Loan. At any time on or prior to _________, the Company may obtain a term loan from the Bank in the amount of up to $_____ which shall be evidenced by a single promissory note ("Note") payable to the order of the Bank in the principal amount advanced, dated as of the date that such loan is made to the Company, in the form of Exhibit A attached here. The Note shall be executed by the Company and delivered to the Bank prior to or simultaneously with the making of such loan.

The Loan is for a fixed term of _________ years. The interest rate on the loan will be fixed at _________. The note is payable in _________ equal consecutive installments of $_____. The first payment will be due on or before _________.

2.02. Use of Proceeds. The Company represents, warrants and agrees that:

(a). The proceeds of the loan made under this agreement will be used solely for the following purposes: (i) contemporaneously with the making of such loan, the proceeds of such loan shall be used to the extent necessary to pay all indebtedness of the Company outstanding under _________ and (ii) all other proceeds shall be used _________.

(b). No part of the proceeds of the loan made under this agreement will be used to "purchase" or "carry" any "margin stock" or to extend credit to others for the purpose of "purchasing" or "carrying" any "margin stock" (as such terms are defined in the Regulation U of the Board of Governors of the Federal Reserve System), and the assets of the Company do not include, nor does the Company have any present intention of acquiring, any such security.

2.03. Balance Deficiency Fee. The Company shall pay to the Bank promptly upon receipt of the Bank's statement a balance deficiency fee for each quarter-annual period ending on the last days of _________ of each year, equal to _____% per year on the excess, if any, of (a) an amount equal to _____% of the average daily unpaid principal balance of the Note for that quarter; over (b) the average daily collected balance in noninterest bearing accounts maintained by the Company with the Bank during such quarter and not required to support account activity and other credit available from the Bank.

2.04. Prepayment.

(a). Optional. The Note may be pre-paid in whole or in part at the option of the Company on any interest payment date without premium or penalty; provided, however, that if the funds for all or part of any prepayment are obtained or made available, directly or indirectly, through borrowings made by the Company, the Company shall pay a premium equal to _____% of the amount of the prepayment for each year or part thereof of the unexpired term or terms of the principal installment or installments being prepaid. In case of prepayment of less than all of the outstanding principal amount of the Note, such prepayment shall be in multiples of $_____ and shall be applied upon the principal installments of the Note in the inverse order of their maturities. All prepayments shall be accompanied by interest accrued on the amount prepaid through the date of prepayment.

(b). Mandatory. If _________ shall cease for any reason to be active in the management of the Company for a period of _________ consecutive days or more, or shall cease to own at least _____% of the total outstanding capital stock of the Company, and is not replaced by an individual of comparable ability and experience, then the Company shall promptly give the Bank written notice thereof, and (i) the Bank may immediately terminate its obligation to make a loan under this agreement, and (ii) upon the written demand of the Bank, the Company will pay the then unpaid principal amount of the Note, together with accrued interest on it, on the date specified in such demand, which shall not be less than _________ after such demand.

2.05. Computations; Nonbusiness Days. All fees, and all interest payable on the Note, shall be computed for the actual number of days elapsed, using a daily rate determined by dividing the annual rate by 360. Whenever any payment to be made under this agreement or under the Note shall be stated to be due on a Saturday, Sunday or a public

holiday under the laws of the State of _________, such payment may be made on the next succeeding business day, and such extension of time shall be included in the computation of interest under the Note.

2.06. Deposits; Set Off. The Company grants the Bank, as security for the Note, a lien and security interest in any and all monies, balances, accounts and deposits (including certificates of deposit) of the undersigned at such Bank now or at any time after the date of this agreement. If any Event of Default occurs under this agreement or any attachment of any balance of the Company occurs, the Bank may offset and apply any such security toward the payment of the Note, whether or not the Note, or any part of it, shall then be due. Promptly upon its charging any account of the Company pursuant to this section, the Bank shall give the Company notice thereof.

Article III.

Conditions of Borrowing

Without limiting any of the other terms of this agreement, the Bank shall not be required to make the loan to the Company under this agreement.

3.01. Representations. Unless the representations and warranties contained in Article IV continue to be true and correct on the date of such loan; no Event of Default under this agreement shall have occurred and be continuing, and no condition or event shall exist or have occurred which with the passage of time, the giving of notice or both would constitute an Event of Default under this agreement; and at least _________ business days prior to the date of the loan the Bank shall have received a written request therefor in the form of Exhibit B attached here.

3.02. Guaranty. Unless _________(the "Guarantor") shall have executed and delivered to the Bank a guaranty agreement in the form attached here as Exhibit C ("Guaranty").

3.03. Subordination. Unless _________ shall have executed and delivered to the Bank a subordination agreement in the form attached hereto as Exhibit D (the "Subordination Agreement").

3.04. Security Agreement. Unless the Company shall have executed and delivered to the Bank a security agreement in the form attached here as Exhibit E ("Security Agreement") and financing statements, in form satisfactory to the Bank, covering the collateral described in the Security Agreement.

3.05. Collateral Pledge Agreement. Unless _________ shall have executed and delivered to the Bank a collateral pledge agreement in the form of Exhibit F attached here ("Collateral Pledge Agreement"); stock certificates representing _________, as collateral; and appropriate stock powers executed in blank.

3.06. Mortgage. Unless the Company shall have executed and delivered to the Bank a mortgage in the form attached here as Exhibit G ("Mortgage").

3.07. Assignment of Life Insurance. Unless the benefits payable on the death of _________ under a life insurance policy in the face amount of not less than $_____ shall have been assigned to the Bank by instruments of assignment in form and substance satisfactory to the Bank, and unless such life insurance policy shall be in full force and effect on the date of the loan.

3.08. Filings. Unless any documents (including, without limitation, financing statements) required to be filed, registered or recorded in order to create, in favor of the Bank, perfected security interests in the collateral in the jurisdictions listed on Schedule 1 to the Security Agreement shall have been properly filed, registered or recorded in each office in each such jurisdiction which such filings, registrations and recordations are required; the Bank shall have received acknowledgement copies of all such filings, registrations and recordations stamped by the appropriate filing, registration or recording officer (or, in lieu thereof, other evidence satisfactory to the Bank that all such filings, registrations and recordations have been made); and the Bank shall have received such evidence as it may deem satisfactory that all necessary filing, recording and other similar fees, and all taxes and other expenses related to such filings, registrations and recordings have been paid in full.

3.09. Priority. Unless the Bank shall have received, in form and substance satisfactory to the Bank, such lien searches, title insurance policies and other evidence of lien priority covering the mortgages and security interest granted to the Bank under this agreement as the Bank may require.

3.10. Insurance Certificate. Unless the Bank shall have received evidence satisfactory to it that the Company maintains hazard and liability insurance coverage reasonably satisfactory to the Bank.

3.11. Form U-1. Unless the Company shall have executed and delivered to the Bank a Federal Reserve Form U-1 provided for in Regulation U of the Board of Governors of the Federal Reserve System, and the statements made in it shall be such, in the opinion of the Bank, as to permit the transactions contemplated by this agreement without violation of Regulation U.

3.12. Counsel Opinion. Unless the Bank shall have received from its counsel and from Company's counsel, satisfactory opinions as to such matters relating to the Company, the validity and enforceability of this agreement, the loan to be made under this agreement and the other documents required by this Article as the Bank shall reasonably require. The Company shall execute and/or deliver to the Bank or its counsel such documents concerning its corporate status and the authorization of such transactions as may be requested.

3.13. Proceedings Satisfactory. Unless all proceedings taken in connection with the transactions contemplated by this agreement, and all instruments, authorizations and other documents applicable to it, shall be satisfactory in form and substance to the Bank and its counsel.

3.14. Environmental Questionnaire. Unless at least _________ business days before the loan is made, the Bank shall have received a written response to its inquiries of the Company concerning compliance by the Company with Environmental Laws, and such written response shall be certified by a responsible officer of the Company to be true and correct to the best of his or her knowledge and belief, after due inquiry, and shall be in form and substance satisfactory to the Bank.

3.15. Environmental Audit. Unless the Company permits, at its expense, at the request of the Bank, an Environmental Audit solely for the benefit of the Bank, to be conducted by the Bank or an independent agent selected by the Bank and which may not be relied upon by the Company for any purpose. This provision shall not relieve the Company from conducting its own Environmental Audits or taking any other steps necessary to comply with Environmental Laws.

3.16. Violation of Environmental Laws. If in the opinion of the Bank there exists any uncorrected violation by the Company of an Environmental Law or any condition which requires, or may require, a cleanup, removal or other remedial action by the Company under any Environmental Laws.

Article IV.

Representations and Warranties

In order to induce the Bank to make the loan as provided here, the Company represents and warrants to the Bank as follows:

4.01. Organization and Power. The Company is a corporation organized and existing in good standing under the laws of the state of _________, and has all requisite power, authority and legal right corporate or otherwise, to conduct its business and to own its properties. The Company has no subsidiary. The Company is licensed or qualified to do business in all jurisdictions in which such qualification is required, and failure to so qualify could have a material adverse effect on the property, financial condition or business operations of the Company.

4.02. Authority. The execution, delivery and performance of this agreement, the Note and the documents required by Article III ("Collateral Documents") are within the corporate powers of the Company, have been authorized by all necessary corporate action and do not and will not (a) require any consent or approval of the

stockholders of the Company; (b) violate any provision of the articles of incorporation or bylaws of the Company or of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Company; (c) require the consent or approval of, or filing or registration with, any governmental body, agency or authority; or (d) result in a breach of or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property of the Company pursuant to, any indenture or other agreement or instrument under which the Company is a party or by which it or its properties may be bound or affected. This agreement constitutes, and the Note and each of the documents required by Article III when executed and delivered under this agreement will constitute, legal, valid and binding obligations of the Company or other signatory enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy or similar laws affecting the enforceability of creditors' rights generally.

4.03. Investment Company Act of 1940. The Company is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

4.04. Employee Retirement Income Security Act. All Plans are in compliance in all material respects with the applicable provisions of ERISA. The Company has not incurred any material "accumulated funding deficiency" within the meaning of section 302(a)(2) of ERISA in connection with any Plan. There has been no Reportable Event for any Plan, the occurrence of which would have a materially adverse effect on the Company, nor has the Company incurred any material liability to the Pension Benefit Guaranty Corporation under section 4062 of ERISA in connection with any Plan. The Unfunded Liabilities of all Plans do not in the aggregate exceed $_____.

4.05. Financial Statements. The balance sheet of the Company as of _________, and the statement of profit and loss and surplus of the Company for the year ended on that date, as prepared by _________ and previously furnished to the Bank, are correct and complete and truly represent the financial condition of the Company as of _________, and the results of its operations for the fiscal year ended on that date. Since such date there has been no material adverse change in the property, financial condition or business operations of the Company. The Company does not have any material contingent obligations, liabilities for taxes, long-term leases, or unusual forward or long-term commitments which are not reflected in its financial statements.

4.06. Dividends and Redemptions. The Company has not, since _________, paid or declared any dividend, or made any other distribution on account of any shares of any class of its stock, or redeemed, purchased or otherwise acquired, directly or indirectly, any shares of any class of its stock. The Company is not a party to any agreement which may require it to redeem, purchase or otherwise acquire any shares of any class of its stock.

4.07. Liens. The Company has good and clear record and marketable title to all of its assets, real and personal, free and clear of all liens, security interests, mortgages and encumbrances of any kind, except Permitted Liens. All owned and leased buildings and equipment of the Company are in good condition, repair and working order in all material respects and, to the best of the Company's knowledge and belief, conform in all material respects to all applicable laws, regulations and ordinances.

4.08. Contingent Liabilities. The Company does not have any guarantees or other contingent liabilities outstanding (including, without limitation, liabilities by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor or otherwise to assure the creditor against loss), except those permitted by section 5.09.

4.09. Taxes. Except as expressly disclosed in the financial statements referred to in section 4.05 above, the Company does not have any material outstanding unpaid tax liability (except for taxes which are currently accruing from current operations and ownership of property, which are not delinquent), and no tax deficiencies have been proposed or assessed against the Company. The most recent completed audit of the Company's federal income tax returns was for the Company's income tax year ending _________, and all taxes shown by such returns (together with any adjustments arising out of such audit, if any) have been paid.

4.10. Absence of Litigation. The Company is not a party to any litigation or administrative proceeding, nor so far as is known by the Company is any litigation or administrative proceeding threatened against it, which in either case (a) relates to the execution, delivery or performance of this agreement, the Note, or any of the Collateral Documents, (b) could, if adversely determined, cause any material adverse change in its property, financial condition or the conduct of its business, (c) asserts or alleges that the Company violated Environmental Laws, (d) asserts or alleges that the Company is required to cleanup, remove, or take remedial or other response action due to the disposal, depositing, discharge, leaking or other release of any hazardous substances or materials, or (e) asserts or alleges that the Company is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the disposal, depositing, discharge, leaking or other release of any hazardous substances or materials by the Company.

4.11. Absence of Default. No event has occurred which either of itself or with the lapse of time or the giving of notice or both, would give any creditor of the Company the right to accelerate the maturity of any indebtedness of the Company for borrowed money. The Company is not in default under any other lease, agreement or instrument, or any law, rule, regulation, order, writ, injunction, decree, determination or award, noncompliance with which could materially adversely affect its property, financial condition or business operations.

4.12. No Burdensome Agreements. The Company is not a party to any agreement, instrument indenture, lease (except those permitted by Section 5.10) or undertaking, or subject to any other restriction, (a) which materially adversely affects or may in the future so affect the property, financial condition or business operations of the Company, or (b) under or pursuant to which the Company is or will be required to place (or under which any other person may place) a lien upon any of its properties securing indebtedness either upon demand or upon the happening of a condition, with or without such demand.

4.13. Trademarks, etc. The Company possesses adequate trademarks, trade names, copyrights, patents, permits, service marks and licenses, or rights thereto, for the present and planned future conduct of their respective businesses substantially as now conducted, without any known conflict with the rights of others which might result in a material adverse effect on the Company.

4.14. Partnerships; Joint Ventures. The Company is not a member of any partnership or joint venture.

4.15. Full Disclosure. No information, exhibit or report furnished by the Company to the Bank in connection with the negotiation or execution of this agreement contained any material misstatement of fact as of the date when made or omitted to state a material fact or any fact necessary to make the statements contained in it not misleading as of the date when made.

4.16. Location of Records. The Company is located at the address _________. The only place where the Company keeps current financial and other records is at such address.

4.17. Fiscal Year. The fiscal year of the Company ends on _________ of each year.

4.18. Dump Sites. With respect to the period during which the Company owned or occupied its real estate, and to the Company's knowledge after reasonable investigation, with respect to the time before the Company owned or occupied its real estate, no person or entity has caused or permitted materials to be stored, deposited, treated, recycled or disposed of on, under or at any real estate owned or occupied by the Company, which materials, if known to be present, would require cleanup, removal or some other remedial action under Environmental Laws.

4.19. Tanks. There are not now, nor to the Company's knowledge after reasonable investigation have there ever been, tanks or other facilities on, under, or at any real estate owned or occupied by the Company which contained materials which, if known to be present in soils or ground water, would require cleanup, removal or some other remedial action under Environmental Laws.

4.20. Other Environmental Conditions. To the Company's knowledge after reasonable investigation, there are no conditions existing currently or likely to exist during the term of the Note which would subject the Company to

damages, penalties, injunctive relief or cleanup costs under any Environmental Laws or which require or are likely to require cleanup, removal, remedial action or other response pursuant to Environmental Laws by the Company.

4.21. Changes in Laws. To the Company's knowledge after reasonable investigation, there are no proposed or pending changes in Environmental Laws that would adversely affect the Company.

4.22. Environmental Judgments, Decrees and Orders. The Company is not subject to any judgment, decree, order or citation related to or arising out of Environmental Laws and has not been named or listed as a potentially responsible party by any governmental body or agency in a matter arising under any Environmental Laws.

4.23. Environmental Permits and Licenses. The Company has all permits, licenses and approvals required under Environmental Laws, all of which are listed on Schedule 3 and attached to this agreement.

Article V.

Negative Covenants

While the credit granted to the Company is available and while any part of the principal of or interest on the Note remains unpaid, the Company shall not do any of the following, without the prior written consent of the Bank:

5.01. Restriction of Indebtedness. Create, incur, assume or have outstanding any indebtedness for borrowed money or the deferred purchase price of any asset (including obligations under Capitalized Leases), except:

(a) the Note issued under this agreement;

(b) indebtedness for current bank borrowings (maturing in 12 months or less), including renewals available at the option of the Company which do not exceed $_____ in aggregate principal amount outstanding at any one time, all of which indebtedness must be completely paid up for a period of not less than _________ consecutive days in each fiscal year of the Company;

(c) other indebtedness (not including indebtedness for current bank borrowings) outstanding on _________, and shown on the financial statements referred to in section 4.05 above, provided that such indebtedness shall not be renewed, extended or increased; and

(d) indebtedness described in section 1.01, provided such indebtedness does not exceed an aggregate of $_____ outstanding at any one time.

5.02. Amendments and Prepayments. Agree to any amendment, modification or supplement, or obtain any waiver or consent in respect of compliance with any of the terms of, or call or redeem, or make any purchase or prepayment of or with respect to, any instrument or agreement evidencing or relating to any indebtedness for borrowed money or for the deferred purchase price of any asset, including Capitalized Leases.

5.03. Restriction on Liens. Create or permit to be created or allow to exist any mortgage, pledge, encumbrance or other lien upon or security interest in any property or asset now owned or subsequently acquired by the Company, except Permitted Liens.

5.04. Sale and Leaseback. Enter into any agreement providing for the leasing by the Company of property which has been or is to be sold or transferred by the Company to the lessor thereof, or which is substantially similar in purpose to property so sold or transferred.

5.05. Dividends and Redemptions. Pay or declare any dividend, or make any other distribution on account of any shares of any class of its stock, or redeem, purchase or otherwise acquire directly or indirectly, any shares of any class of its stock, except for:

(a) dividends payable in shares of stock of the Company;

(b) redemption of stock of the Company made with the proceeds of sales of stock of the Company occurring within _________ days of the date of any such redemption; and

(c) cash dividends paid by the Company which do not exceed in the aggregate for all such dividends paid after _________, _____% of the Net Earnings of the Company, after subtracting all net losses, accumulated during the

period after _________ and prior to the payment of the dividend with respect to which the determination is made, taken as a single accounting period.

5.06. Acquisitions and Investments. Acquire any other business or make any loan, advance or extension of credit to, or investment in, any other person, corporation or other entity, including investments acquired in exchange for stock or other securities or obligations of any nature, or create or participate in the creation of any subsidiary or joint venture, except:

(a) investments in (i) bank repurchase agreements; (ii) savings accounts or certificates of deposit in a financial institution of recognized standing; (iii) obligations issued or fully guaranteed by the United States; and (iv) prime commercial paper maturing within _________ days of the date of acquisition by the Company;

(b) loans and advances made to employees and agents in the ordinary course of business, such as travel and entertainment advances and similar items;

(c) credit extended to customers in the ordinary course of business, provided such credit is due within one year and does not exceed $_____ outstanding at any one time for any one customer; and

(d) investments outstanding on _________, and shown on the financial statements referred to in section 4.05 above, provided that such investments shall not be increased.

5.07. Liquidation; Merger; Disposition of Assets. Liquidate or dissolve; or merge with or into or consolidate with or into any other corporation or entity; or sell, lease, transfer or otherwise dispose of all or any substantial part of its property, assets or business (other than sales made in the ordinary course of business).

5.08. Accounts Receivable. Discount or sell with recourse, or sell for less than the face amount thereof, any of its notes or accounts receivable, whether now owned or subsequently acquired.

5.09. Contingent Liabilities. Guarantee or become a surety or otherwise contingently liable (including, without limitation, liable by way of agreement, contingent or otherwise, to purchase, to provide funds for payment, to supply funds to or otherwise invest in the debtor or otherwise to assure the creditor against loss) for any obligations of others, except pursuant to the deposit and collection of checks and similar items in the ordinary course of business.

5.10. Leases. Incur or permit to be outstanding lease or rental obligations as lessee of real or personal property, under leases which are not Capitalized Leases, exceeding in the aggregate for any fiscal year of the Company _____% of Tangible Net Worth.

5.11. Fixed Asset Expenditure. Expend sums for the acquisition (including acquisition under Capitalized Leases) of fixed assets in any one fiscal year of the Company exceeding in the aggregate [$_____] [the Net Earnings of the Company for such fiscal year, plus either the amount of depreciation of fixed assets shown on the financial statements of the Company for such fiscal year, or if less, the amount deductible for depreciation by the Company for federal income tax purposes for such fiscal year, and minus the total amount of cash dividends paid or declared by the Company during such fiscal year].

5.12. Salaries and Other Compensation. Pay salaries, bonuses, profit-sharing payments or any other compensation of any kind to officers, directors, and other employees having management or executive responsibilities exceeding $_____ in the aggregate in any one fiscal year.

5.13. Affiliates. Suffer or permit any transaction with any Affiliate, except on terms not less favorable to the Company than would be usual and customary in similar transactions with nonaffiliated persons.

5.14. Partnerships; Joint Ventures. Become a member of any partnership or joint venture.

5.15. Fiscal Year. Change its fiscal year.

Article VI.

Affirmative Covenants

While the credit granted to the Company is available and while any part of the principal of or interest on the Note remains unpaid, the Company shall unless waived in writing by the Bank:

6.01. Financial Status. At all times maintain:

(a) Net Working Capital in the amount of at least $_____; and

(b) Current Ratio of at least _________; and

(c) Tangible Net Worth in the amount of at least $_____; and

(d) Debt to Worth Ratio of not more than _________.

6.02. Insurance. Maintain insurance, with financially sound and reputable insurance companies, in such amounts and against such risks as is customary by companies engaged in the same or similar businesses and similarly situated; and maintain insurance upon the life of _________, its _________, with the death benefit thereunder in an amount not less than $_____. The Company shall at all times retain all the incidents of ownership of such insurance and shall not borrow upon or otherwise impair its right to receive the proceeds of such insurance. Upon the death of _________, the Bank may collect the death benefit payable under such insurance and may at its sole discretion apply the money so collected to the payment of the Note. Should the death benefit collected by the Bank under this agreement exceed the aggregate amount necessary to fully satisfy the Company's obligations under this agreement and the Note, the Bank shall return such excess to the Company after such obligations are fully satisfied. Upon the request of the Bank, the Company will provide evidence to the Bank that all premiums in respect of such life insurance policy have been paid.

6.03. Corporate Existence; Obligations. Do all things necessary to:

(a) maintain its corporate existence and all rights and franchises necessary or desirable for the conduct of its business;

(b) comply with all applicable laws, rules, regulations and ordinances, and all restrictions imposed by governmental authorities, including those relating to environmental standards and controls; and

(c) pay, before the same become delinquent and before penalties accrue thereon, all taxes, assessments and other governmental charges against it or its property, and all of its other liabilities, except to the extent and so long as the same are being contested in good faith by appropriate proceedings in such manner as not to cause any material adverse effect upon its property, financial condition or business operations, with adequate reserves provided for such payments.

6.04. Business Activities. Continue to carry on its business activities in substantially the manner such activities are conducted on the date of this agreement and not make any material change in the nature of its business.

6.05. Properties. Keep its properties (whether owned or leased) in good condition, repair and working order, ordinary wear and tear and obsolescence excepted, and make or cause to be made from time to time all necessary repairs thereto (including external or structural repairs) and renewals and replacements.

6.06. Accounting Records; Reports. Maintain a standard and modern system for accounting in accordance with generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in section 4.05; and furnish to the Bank such information respecting the business, assets and financial condition of the Company as the Bank may reasonably request and, without request, furnish to the Bank:

(a) Within _________ days after the end of each of the first three quarters of each fiscal year of the Company (i) balance sheet of the Company as of the close of such quarter and of the comparable quarter in the preceding fiscal year; and (ii) statements of income and surplus of the Company for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of the Company; and

(b) As soon as available, and in any event within _________ days after the close of each fiscal year of the Company, a copy of the audit report for such year and accompanying financial statements of the Company, as

prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the Bank, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Bank, to the effect that the same fairly present the financial condition of the Company and the results of its operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and

(c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and

(d) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of obligations of the Company pursuant to the terms of any indenture, loan or similar agreement and not otherwise required to be furnished to the Bank pursuant to any other clause of this section, and

(e) Within _________ days after the beginning of each fiscal year of the Company, a schedule showing all insurance policies which the Company had in force as of the beginning of such fiscal year, signed by a proper accounting officer of the Company; and

(f) Promptly, and in any event within _________ days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under this agreement or under any other material agreement to which the Company is a party, together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in section 4.10; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the Company; and

(g) (i) Promptly, and in any event within _________ days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the Action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company.

The financial statements referred to in (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a default under this agreement or which, after notice or lapse of time or both, would constitute a default under this agreement (or if there was such a condition or event, specifying the same). The audit report referred to in (b) above shall be accompanied by a certificate by the accountants who prepared the audit report, as of the date of such audit report, stating that in the course of their audit, nothing has come to their attention suggesting that a condition or event has occurred which constitutes a default under this agreement or which, after notice or lapse of time or both, would constitute a default under this agreement (or if there was such a condition or event, specifying the same); but such accountants shall not be liable for any failure to obtain knowledge of any such condition or event.

6.07. Inspection of Records. Permit accountants, auditors, attorneys and other representatives of the Bank to visit and inspect any of the properties and examine any of the books and records of the Company at any reasonable time and as often as may be reasonably desired.

6.08. Compliance with Environmental Laws. Timely comply with all applicable Environmental Laws.

6.09. Orders, Decrees and Other Documents. Provide to the Bank, immediately upon receipt, copies of any correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a circumstance or condition which requires or may require a financial contribution by Company or a cleanup, removal, remedial action, or other response by or on the part of the Company under Environmental Laws which seeks damages or civil, criminal or punitive penalties from Company for an alleged violation of Environmental Laws.

6.10. Agreement to Update. Advise the Bank in writing as soon as Company becomes aware of any condition or circumstance which makes the environmental warranties contained in this Agreement incomplete or inaccurate.

6.11. Payment of Taxes. The Company will pay and discharge all taxes and other assessments and governmental charges imposed on it or on its income, profits or property prior to the date on which interest, penalties or liens accrue or attach, and pay and discharge all other known liabilities and obligations when due, provided that the Company shall not be required to pay any such tax, assessment, governmental charge or other liability that is being contested in good faith by appropriate proceedings, promptly initiated and diligently prosecuted, so long as adequate reserves for it are maintained and enforcement of any Lien for it is effectively stayed, and so long as such nonpayment will not have a material adverse effect on the condition of the Company, financial or otherwise.

Article VII.

Defaults

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

(a) The Company shall fail to pay (i) any interest due on the Note, or any other amount payable under this agreement (other than a principal payment on the Note) by _________ days after the same becomes due; or (ii) any principal amount due on the Note when due;

(b) The Company shall default in the performance or observance of any agreement, covenant, condition, provision or term contained in Article V or section 6.01 of this Agreement;

(c) The Company or other signatory other than the Bank shall default in the performance or observance of any of the other agreements, covenants, conditions, provisions or terms in this agreement or any Collateral Document continuing for a period of _________ days after written notice thereof is given to the Company by the Bank;

(d) Any representation or warranty made by the Company here or any certificate delivered pursuant to this agreement, or any financial statement delivered to the Bank under this agreement, shall prove to have been false in any material respect as of the time when made or given;

(e) The Company shall fail to pay as and when due and payable (whether at maturity, by acceleration or otherwise) all or any part of the principal of or interest on any indebtedness of or assumed by it, or of the rentals due under any lease or sublease, or of any other obligation for the payment of money, and such default shall not be cured within the period or periods of grace, if any, specified in the instruments governing such obligations; or default shall occur under any evidence of, or any indenture, lease, sublease, agreement or other instrument governing such obligations, and such default shall continue for a period of time sufficient to permit the acceleration of the maturity of any such indebtedness or other obligation or the termination of such lease or sublease;

(f) A final judgment which, together with other outstanding final judgments against the Company exceeds an aggregate of $_____ shall be entered against the Company and shall remain outstanding and unsatisfied, unbonded, unstayed or uninsured after _________ days from the date of entry thereof;

(g) The Company or any Guarantor shall: (i) become insolvent; or (ii) be unable, or admit in writing its inability to pay its debts as they mature; or (iii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its property; or (iv) become the subject of an "order for relief" within the meaning of the United States Bankruptcy Code; or (v) become the subject of a creditor's petition for liquidation, reorganization or to effect a plan or other arrangement with creditors; or (vi) apply to a court for the appointment of a custodian or receiver for any of its assets; or (vii) have a custodian or receiver appointed for any of its assets (with or without its consent); or (viii) otherwise become the subject of any insolvency proceedings or propose or enter into any formal or informal composition or arrangement with its creditors; or (ix) die;

(h) This Agreement, the Note or any Collateral Document shall, at any time after their respective execution and delivery, and for any reason, cease to be in full force and effect or be declared void, or be revoked or terminated, or the validity or enforceability thereof or hereof shall be contested by the Company or any shareholder of the Company, or the Company shall deny that it has any or further liability or obligation thereunder or under this agreement, as the case may be; or

(i) Any Reportable Event, which the Bank determines in good faith to constitute grounds for the termination of any Plan by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District

Court of a trustee to administer any Plan, shall have occurred, or any Plan shall be terminated within the meaning of Title IV of ERISA, or a trustee shall be appointed by the appropriate United States District Court to administer any Plan, or the Pension Benefit Guaranty Corporation shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, and in case of any event described in the preceding provisions of this section the Bank determines in good faith that the aggregate amount of the Company's liability to the Pension Benefit Guaranty Corporation under ERISA shall exceed $_____ and such liability is not covered, for the benefit of the Company, by insurance.

7.02. Termination of Commitment and Acceleration of Obligations. Upon the occurrence of any Event of Default:

(a) As to any Event of Default (other than an Event of Default under section 7.01(g)) and at any time thereafter, and in each case, the Bank may, by written notice to the Company, immediately terminate its obligation to make a loan under this agreement and/or declare the unpaid principal balance of the Note, together with all interest accrued thereon, to be immediately due and payable; and the unpaid principal balance of and accrued interest on such Note shall immediately be due and payable without further notice of any kind, all of which are waived, and notwithstanding anything to the contrary here or contained in the Note;

(b) As to any Event of Default under section 7.01(g), the obligation of the Bank to make a loan under this agreement shall immediately terminate and the unpaid principal balance of the Note, together with all interest accrued, shall immediately be due and payable, all without presentment, demand, protest, or further notice of any kind, all of which are waived, notwithstanding anything to the contrary here or contained in the Note; and

(c) As to each Event of Default, the Bank shall have all the remedies for default provided by the Collateral Documents, as well as applicable law.

7.03. Remedies Cumulative. The rights and remedies of the Bank, not only under this agreement and under the Note, but also under any other agreement of the Company with the Bank and under applicable law, whether now or subsequently in force, are cumulative and not exclusive of any other rights, powers and remedies, and all such rights, powers and remedies may be exercised singly, alternatively or concurrently.

Article VIII.

Miscellaneous

8.01. Expenses; Indemnity.

(a). The Company shall pay, or reimburse the Bank for:

(i) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the Bank in connection with the negotiation, preparation, execution, delivery, and administration of this agreement, the Note, the Collateral Documents and any other document required under this agreement or thereunder, including without limitation any amendment, supplement, modification or waiver of or to any of the foregoing;

(ii) all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the Bank before and after judgment in enforcing, protecting or preserving its rights under this agreement, the Note, the Collateral Documents and other document required under this agreement or thereunder, including without limitation the enforcement of rights against, or realization on, any collateral or security therefor; and

(iii) any and all recording and filing fees and any and all stamp, excise, intangibles and other taxes, if any, (including, without limitation, any sales, occupation, excise, gross receipts, franchise, general corporation, personal property, privilege or license taxes, but not including taxes levied upon the net income of the Bank by the federal government or the state of _________), which may be payable or determined to be payable in connection with the negotiation, preparation, execution, delivery, administration or enforcement of this agreement, the Note, the Collateral Documents or any other document required under this agreement or thereunder or any amendment, supplement, modification or waiver of or to any of the foregoing, or consummation of any of the transactions contemplated hereby or thereby, including all costs and expenses incurred in contesting the imposition of any such tax, and any and all liability with respect to or resulting from any delay in paying the same, whether such taxes are levied upon the Bank, the Company or otherwise.

(b). The Company agrees to indemnify the Bank against any and all losses, claims, damages, liabilities and expenses, (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Bank arising out of, in any way connected with, or as a result of

(i) any acquisition or attempted acquisition of stock or assets of another person or entity by the Company or any subsidiary;

(ii) the use of any of the proceeds of any loans made under this agreement by the Company or any subsidiary for the making or furtherance of any such acquisition or attempted acquisition;

(iii) the construction or operation of any facility owned or operated by the Company or any subsidiary, or resulting from any pollution or other environmental condition on the site of, or caused by, any such facility;

(iv) the negotiation, preparation, execution, delivery, administration, and enforcement of this agreement, the Note, the Collateral Documents and any other document required under this agreement or thereunder, including without limitation any amendment, supplement, modification or waiver of or to any of the foregoing or the consummation or failure to consummate the transactions contemplated hereby or thereby, or the performance by the parties of their obligations under this agreement or thereunder;

(v) any claim, litigation, investigation or proceedings related to any of the foregoing, whether or not the Bank is a party thereto; provided, however, that such indemnity shall not apply to any such losses, claims, damages, liabilities or related expenses arising from:

(A) any unexcused breach by the Bank of its obligations under this agreement, or

(B) any commitment made by the Bank to a person other than the Company or any subsidiary which would be breached by the performance of the Bank's obligations under this agreement.

(c). The foregoing agreements and indemnities shall remain operative and in full force and effect regardless of termination of this agreement, the consummation of or failure to consummate either the transactions contemplated by this agreement or any amendment, supplement, modification or waiver, the repayment of any loan made under this agreement, the invalidity or unenforceability of any term or provision of this agreement or the Note or any Collateral Document, or any other document required under this agreement or thereunder, any investigation made by or on behalf of the Bank, the Company or any subsidiary, or the content or accuracy of any representation or warranty made under this Agreement, any Collateral Document or any other document required under this agreement or thereunder.

8.02. Securities Act of 1933. The Bank represents that it is acquiring the Note without any present intention of making a sale or other distribution of such Note, provided the Bank reserves the right to sell the Note or participations therein.

8.03. Successors. The provisions of this agreement shall inure to the benefit of any holder of the Note, and shall inure to the benefit of and be binding upon any successor to any of the parties here. No delay on the part of the Bank or any holder of the Note in exercising any right, power or privilege under this agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege under this agreement preclude other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies specified here are cumulative and are not exclusive of any rights or remedies which the Bank or the holder of the Note would otherwise have.

8.04. Survival. All agreements, representations and warranties made here shall survive the execution of this agreement, the making of the loans under this agreement and the execution and delivery of the Note.

8.05. Governing Law. This agreement and the Note issued under it shall be governed by and construed in accordance with the internal laws of the state of _________, except to the extent superseded by federal law.

8.06. Counterparts. This agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute but one and the same instrument.

8.07. Notices. All communications or notices required under this agreement shall be deemed to have been given on the date when deposited in the United States mail, postage prepaid, and addressed as follows (unless and until any of

such parties advises the other in writing of a change in such address): (a) if to the Company, with the full name and address of the Company as shown on this agreement below; and (b) if to the Bank with the full name and address of the Bank as shown on this agreement above, to the attention of the officer of the Bank executing the form of acceptance of this agreement.

8.08. Participations. The Company agrees that the Bank may, at its option, sell to another financial institution or institutions interests in the Note and, in connection with each such sale, and thereafter, disclose to any purchaser or potential purchaser of such interest any financial information the Bank may have concerning the Company.

8.09. Entire Agreement; No Agency. This agreement and the other documents referred to here contain the entire agreement between the Bank and the Company with respect to the subject matter hereof, superseding all previous communications and negotiations, and no representation, undertaking, promise or condition concerning the subject matter hereof shall be binding upon the Bank unless clearly expressed in this agreement or in the other documents referred to here. Nothing in this agreement or in the other documents referred to here and no action taken pursuant to this agreement shall cause the Company to be treated as an agent of the Bank, or shall be deemed to constitute the Bank and the Company a partnership, association, joint venture or other entity.

8.10. Attachments. The Exhibits here are incorporated into and made a part of this agreement.

8.11. Severability. If any provision of any Loan Document, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any other provision which can be given effect without the invalid provision or application, and to this end the provisions hereof shall be severable.

If the foregoing is satisfactory to you, please sign the form of acceptance below and return a signed counterpart of it to the Company, whereupon this instrument will evidence a binding agreement between the Bank and the Company.

Very truly yours,

_________

Address: _________

By: _________

President

(Corporate Seal)

And: _________

Secretary

The foregoing agreement is confirmed and accepted as of the date of this agreement.

_________ Bank

By: _________

Title: _________

Exhibit A Promissory Note

For value received, _________, a _________ corporation, promises to pay to the order of _________ Bank of _________, at its main office in the city of _________, _________, the principal sum of $_____, payable _________.

The unpaid principal balance hereof shall bear interest, payable _________, computed at a rate equal to _________ percent per year plus the rate announced by the Bank from time to time as its prime rate (with the rate changing as and when such prime rate changes). Principal amounts unpaid at the maturity thereof (whether by fixed maturity or acceleration) shall bear interest from and after maturity until paid computed at a rate equal to _________ percent per

year plus the rate otherwise payable hereunder. Principal of and interest on this Note shall be payable in lawful money of the United States.

This note constitutes the Note issued under a Term Loan agreement dated as of _________ between the undersigned and _________ Bank of _________, to which agreement reference is made for a statement of the terms and conditions on which the loan evidenced hereby was made and for a description of the terms and conditions upon which this Note may be prepaid, in whole or in part, or its maturity accelerated.

_________

By: _________

President

(Corporate Seal)

And: _________

Secretary

Exhibit B Loan Request

[Date]

Re: Term Loan Agreement Dated as of _________

[Salutation]

The undersigned applies to you for the loan under the above agreement to be made on [Date] in the principal amount of $_____. The undersigned delivers to you an appropriate Note payable to you in the appropriate amount, as required by the agreement.

The undersigned hereby certifies as follows:

(a). All of the representations and warranties set forth in Article IV of such Agreement continue to be true on the date hereof.

(b). At the date hereof, no Event of Default under the agreement has occurred and is continuing, and no condition or event known to the undersigned has occurred which upon the service of notice and/or the lapse of time would constitute an Event of Default.

(c). There has been no material adverse change in the financial condition of the undersigned from that shown on the most recent financial statements furnished to the Bank.

Very truly yours,

_________

By: _________

President

(Corporate Seal)

And: _________

Secretary