<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>11
<FILENAME>w59294ex10-1.txt
<DESCRIPTION>REVOLVING CREDIT AND SECURITY AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                                REVOLVING CREDIT

                                       AND

                               SECURITY AGREEMENT

                         PNC BANK, NATIONAL ASSOCIATION
                                   (AS AGENT)

                                      WITH

                         BENTLEY SYSTEMS, INCORPORATED,
                             BENTLEY SOFTWARE, INC.
                                       AND
                            ATLANTECH SOLUTIONS, INC.
                                   (BORROWERS)

                                December 26, 2000


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                        <C>
I.         DEFINITIONS                                                                                      1
           1.1.          Accounting Terms...............................................................    1
           1.2.          General Terms..................................................................    1
           1.3.          Uniform Commercial Code Terms..................................................   17
           1.4.          Certain Matters of Construction................................................   17

II.        ADVANCES, PAYMENTS                                                                              18
           2.1.          Revolving Advances.............................................................   18
           2.2.          Procedure for Borrowing Advances...............................................   18
           2.3.          Disbursement of Advance Proceeds...............................................   20
           2.4.          INTENTIONALLY OMITTED..........................................................   20
           2.5.          Maximum Advances...............................................................   21
           2.6.          Repayment of Advances..........................................................   21
           2.7.          Repayment of Excess Advances...................................................   21
           2.8.          Statement of Account...........................................................   21
           2.9.          Letters of Credit..............................................................   22
           2.10.         Issuance of Letters of Credit..................................................   22
           2.11.         Requirements For Issuance of Letters of Credit.................................   22
           2.12.         Additional Payments............................................................   23
           2.13.         Manner of Borrowing and Payment................................................   24
           2.14.         Use of Proceeds................................................................   25
           2.15.         Defaulting Lender..............................................................   25

III.       INTEREST AND FEES                                                                               26
           3.1.          Interest.......................................................................   26
           3.2.          Letter of Credit  Fees.........................................................   26
           3.3.          Fees...........................................................................   27
           3.4.          Computation of Interest and Fees ..............................................   28
           3.5.          Maximum Charges................................................................   28
           3.6.          Increased Costs................................................................   28
           3.7.          Basis For Determining Interest Rate Inadequate or Unfair.......................   29
           3.8.          Capital Adequacy...............................................................   29

IV.        COLLATERAL: GENERAL TERMS                                                                       30
           4.1.          Security Interest in the Collateral............................................   30
           4.2.          Perfection of Security Interest................................................   30
           4.3.          Disposition of Collateral......................................................   30
           4.4.          Preservation of Collateral.....................................................   30
           4.5.          Ownership of Collateral........................................................   31
           4.6.          Defense of Agent's and Lenders' Interests......................................   31
           4.7.          Books and Records..............................................................   31
           4.8.          Financial Disclosure...........................................................   32
           4.9.          Compliance with Laws...........................................................   32
           4.10.         Inspection of Premises.........................................................   32
           4.11.         Insurance......................................................................   32
           4.12.         Failure to Pay Insurance.......................................................   33
</TABLE>


                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                        <C>
           4.13.         Payment of Taxes...............................................................   33
           4.14.         Payment of Leasehold Obligations...............................................   34
           4.15.         Receivables....................................................................   34
           4.16.         Inventory......................................................................   36
           4.17.         Maintenance of Equipment.......................................................   36
           4.18.         Exculpation of Liability.......................................................   36
           4.19.         Environmental Matters..........................................................   37
           4.20.         Financing Statements...........................................................   39

V.         REPRESENTATIONS AND WARRANTIES                                                                  39
           5.1.          Authority......................................................................   39
           5.2.          Formation and Qualification....................................................   39
           5.3.          Survival of Representations and Warranties.....................................   39
           5.4.          Tax Returns....................................................................   40
           5.5.          Financial Statements...........................................................   40
           5.6.          Corporate Name.................................................................   41
           5.7.          O.S.H.A. and Environmental Compliance..........................................   41
           5.8.          Solvency; No Litigation, Violation, Indebtedness or Default....................   41
           5.9.          Patents, Trademarks, Copyrights and Licenses...................................   42
           5.10.         Licenses and Permits...........................................................   43
           5.11.         Default of Indebtedness........................................................   43
           5.12.         No Default.....................................................................   43
           5.13.         No Burdensome Restrictions.....................................................   43
           5.14.         No Labor Disputes..............................................................   43
           5.15.         Margin Regulations.............................................................   43
           5.16.         Investment Company Act.........................................................   43
           5.17.         Disclosure.....................................................................   43
           5.18.         Delivery of Acquisition Agreement..............................................   43
           5.19.         Swaps..........................................................................   44
           5.20.         Conflicting Agreements.........................................................   44
           5.21.         Application of Certain Laws and Regulations....................................   44
           5.22.         Business and Property of Borrowers.............................................   44
           5.23.         Section 20 Subsidiaries........................................................   44
           5.24.         Foreign Subsidiary Income......................................................   44

VI.        AFFIRMATIVE COVENANTS                                                                           44
           6.1.          Payment of Fees................................................................   45
           6.2.          Conduct of Business and Maintenance of Existence and Assets....................   45
           6.3.          Violations.....................................................................   45
           6.4.          Government Receivables.........................................................   45
           6.5.          Fixed Charge Coverage Ratio....................................................   45
           6.6.          Execution of Supplemental Instruments..........................................   45
           6.7.          Payment of Indebtedness........................................................   45
           6.8.          Standards of Financial Statements..............................................   46
           6.9.          Exercise of Rights.............................................................   46
           6.10.         Future Acquired Companies......................................................   46
           6.11.         Guarantors Net Worth...........................................................   46
           6.12.                                                                                           46

VII.       NEGATIVE COVENANTS                                                                              46
           7.1.          Merger, Consolidation, Acquisition and Sale of Assets..........................   46
           7.2.          Creation of Liens..............................................................   47
</TABLE>


                                      -ii-
<PAGE>

<TABLE>
<S>                                                                                                        <C>
           7.3.          Guarantees.....................................................................   47
           7.4.          Investments....................................................................   47
           7.5.          Loans..........................................................................   47
           7.6.          Capital Expenditures...........................................................   48
           7.7.          Dividends......................................................................   48
           7.8.          Indebtedness...................................................................   48
           7.9.          Nature of Business.............................................................   48
           7.10.         Transactions with Affiliates...................................................   48
           7.11.         Subsidiaries...................................................................   48
           7.12.         Fiscal Year and Accounting Changes.............................................   49
           7.13.         Pledge of Credit...............................................................   49
           7.14.         Amendment of Organizational Documents..........................................   49
           7.15.         Compliance with ERISA..........................................................   49
           7.16.         Prepayment of Indebtedness.....................................................   49
           7.17.         Seller Note....................................................................   49
           7.18.         Other Agreements...............................................................   49
           7.19.         Executive Bonuses..............................................................   50

VIII.      CONDITIONS PRECEDENT                                                                            50
           8.1.          Conditions to Initial Advances.................................................   50

IX.        INFORMATION AS TO BORROWER AND GUARANTORS                                                       54
           9.1.          Disclosure of Material Matters.................................................   54
           9.2.          Schedules......................................................................   54
           9.3.          Environmental Reports..........................................................   54
           9.4.          Litigation.....................................................................   55
           9.5.          Material Occurrences...........................................................   55
           9.6.          Annual Financial Statements....................................................   55
           9.7.          Quarterly Financial Statements.................................................   55
           9.8.          Monthly Financial Statements...................................................   56
           9.9.          Other Reports..................................................................   56
           9.10.         Additional Information.........................................................   56
           9.11.         Projected Operating Budget.....................................................   56
           9.12.         Variances From Operating Budget................................................   57
           9.13.         Notice of Suits, Adverse Events................................................   57
           9.14.         ERISA Notices and Requests.....................................................   57
           9.15.         Guarantor Information..........................................................   57
           9.16.         Additional Documents...........................................................   57

X.         EVENTS OF DEFAULT                                                                               57

XI.        LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT                                                      60
           11.1.         Rights and Remedies............................................................   60
           11.2.         Agent's Discretion.............................................................   60
           11.3.         Setoff.........................................................................   61
           11.4.         Rights and Remedies not Exclusive..............................................   61

XII.       WAIVERS AND JUDICIAL PROCEEDINGS                                                                61
           12.1.         Waiver of Notice...............................................................   61
           12.2.         Delay..........................................................................   61
</TABLE>


                                     -iii-
<PAGE>

<TABLE>
<S>                                                                                                        <C>
           12.3.         Jury Waiver....................................................................   61

XIII.      EFFECTIVE DATE AND TERMINATION                                                                  62
           13.1.         Term...........................................................................   62
           13.2.         Termination....................................................................   62

XIV.       REGARDING AGENT                                                                                 62
           14.1.         Appointment....................................................................   62
           14.2.         Nature of Duties...............................................................   63
           14.3.         Lack of Reliance on Agent and Resignation......................................   63
           14.4.         Certain Rights of Agent........................................................   64
           14.5.         Reliance.......................................................................   64
           14.6.         Notice of Default..............................................................   64
           14.7.         Indemnification................................................................   64
           14.8.         Agent in its Individual Capacity...............................................   65
           14.9.         Delivery of Documents..........................................................   65
           14.10.        Borrowers' Undertaking to Agent................................................   65
           14.11.        Miscellaneous..................................................................   65

XV.        BORROWING AGENCY                                                                                66
           15.1.         Borrowing Agency Provisions....................................................   66
           15.2.         Waiver of Subrogation..........................................................   67

XVI.       MISCELLANEOUS                                                                                   67
           16.1.         Governing Law..................................................................   67
           16.2.         Entire Understanding...........................................................   68
           16.3.         Successors and Assigns; Participations; New Lenders............................   69
           16.4.         Application of Payments........................................................   71
           16.5.         Indemnity......................................................................   71
           16.6.         Notice.........................................................................   71
           16.7.         Survival.......................................................................   72
           16.8.         Severability...................................................................   73
           16.9.         Expenses.......................................................................   73
           16.10.        Injunctive Relief..............................................................   73
           16.11.        Consequential Damages..........................................................   73
           16.12.        Captions.......................................................................   73
           16.13.        Counterparts; Telecopied Signatures............................................   73
           16.14.        Construction...................................................................   73
           16.15.        Confidentiality; Sharing Information...........................................   73
           16.16.        Publicity......................................................................   74
</TABLE>


                                      -iv-
<PAGE>

                     REVOLVING CREDIT AND SECURITY AGREEMENT

      This Revolving Credit and Security Agreement dated December 26, 2000 among
Bentley Systems, Incorporated, a Delaware corporation ("Bentley"), Bentley
Software, Inc., a Delaware corporation ("Bentley Software"), and Atlantech
Solutions, Inc., a Delaware corporation ("Atlantech") (each a "Borrower" and
collectively "Borrowers"), the financial institutions which are now or which
hereafter become a party hereto (collectively, the "Lenders" and individually a
"Lender") and PNC Bank, National Association ("PNC"), as agent for Lenders (PNC,
in such capacity, the "Agent").

      IN CONSIDERATION of the mutual covenants and undertakings herein
contained, Borrowers, Lenders and Agent hereby agree as follows:

I.    DEFINITIONS.

      1.1. Accounting Terms. As used in this Agreement, the Notes, or any
certificate, report or other document made or delivered pursuant to this
Agreement, accounting terms not defined in Section 1.2 or elsewhere in this
Agreement and accounting terms partly defined in Section 1.2 to the extent not
defined, shall have the respective meanings given to them under GAAP; provided,
however, whenever such accounting terms are used for the purposes of determining
compliance with financial covenants in this Agreement, such accounting terms
shall be defined in accordance with GAAP as applied in preparation of the
audited financial statements of Borrowers for the fiscal year ended December 31,
1999.

      1.2. General Terms. For purposes of this Agreement the following terms
shall have the following meanings:

            "Accountants" shall have the meaning set forth in Section 9.6
hereof.

            "Acquisition" shall mean Bentley's purchase of certain assets of
Intergraph related to the Product Lines pursuant to the terms and conditions of
the Acquisition Agreement.

            "Acquisition Agreement" shall mean collectively, the Asset Purchase
Agreement and all documents, instruments and agreements executed in connection
therewith (including all exhibits and schedules thereto) dated as of December
22, 2000 among Intergraph, the other selling entities specified therein, Bentley
Systems Europe BV and Bentley.

            "Acquisition Conditions" shall mean the conditions set forth on
Exhibit A attached hereto.

            "Advances" shall mean and include the Revolving Advances and Letters
of Credit.

            "Affiliate" of any Person shall mean (a) any Person which, directly
or indirectly, is in control of, is controlled by, or is under common control
with such Person, or (b) any Person who is a director or officer (i) of such
Person, (ii) of any Subsidiary of such Person or (iii) of any Person described
in clause (a) above. For purposes of this definition, control of a Person shall
mean the power, direct or indirect, (x) to vote 50% or more of the securities
having ordinary voting power for the election of directors of such Person, or
(y) to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise.


                                       1
<PAGE>

            "Agent" shall have the meaning set forth in the preamble to this
Agreement and shall include its successors and assigns.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
equal to the higher of (i) the Base Rate in effect on such day and (ii) the
Federal Funds Rate in effect on such day plus fifty (50) basis points.

            "Authority" shall have the meaning set forth in Section 4.19(d).

            "Base Rate" shall mean the base commercial lending rate of PNC as
publicly announced to be in effect from time to time, such rate to be adjusted
automatically, without notice, on the effective date of any change in such rate.
This rate of interest is determined from time to time by PNC as a means of
pricing some loans to its customers and is neither tied to any external rate of
interest or index nor does it necessarily reflect the lowest rate of interest
actually charged by PNC to any particular class or category of customers of PNC.

            "Bentley Pledged Stock" shall mean 100% of the issued and
outstanding shares of stock owned directly or indirectly by Bentley of US
Companies and 66% of the issued and outstanding shares of stock owed directly or
indirectly by Bentley of Foreign Companies.

            "Blocked Accounts" shall have the meaning set forth in Section
4.15(h).

            "Borrower" or "Borrowers" shall have the meaning set forth in the
preamble to this Agreement and shall extend to all permitted successors and
assigns of such Persons.

            "Borrowing Base Certificate" shall mean a certificate duly executed
by an officer of Borrowing Agent appropriately completed and in substantially
the form of Exhibit A hereto.

            "Borrowers on a consolidated basis" shall mean Bentley and its
Subsidiaries.

            "Borrowers' Account" shall have the meaning set forth in Section
2.8.

            "Borrowing Agent" shall mean Bentley.

            "BSI Australia" shall mean BSI Holdings Pty. Ltd., with its chief
executive office located at 68 Dorcas Street, Southbank VIC 3006, Australia.

            "BSI Australia Pledged Stock" shall mean 66% of the issued and
outstanding shares of stock owned directly or indirectly by BSI Australia of
Bentley System Pty. Ltd.

            "BSI Netherlands" shall mean BSI Holdings, B.V., a Netherlands
besloten vennotschap with its chief executive office located at Wegalaan 2, 2132
JC Hoofddorp, The Netherlands.

            "BSI Netherlands Pledged Stock" shall mean 66% of the issued and
outstanding shares of stock owned directly or indirectly by BSI Netherlands of
Bentley Systems Europe, B.V.

            "Business Day" shall mean any day other than Saturday or Sunday or a
legal holiday


                                       2
<PAGE>

on which commercial banks are authorized or required by law to be closed for
business in New York City, New York, or Philadelphia, Pennsylvania and, if the
applicable Business Day relates to any Eurodollar Rate Loans, such day must also
be a day on which dealings are carried on in the London interbank market.

            "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601 et
seq.

            "Change of Control" shall mean the occurrence of any event (whether
in one or more transactions) which results in a transfer of control of Bentley
to a Person who is not an Original Owner. For purposes of this definition,
"control of Bentley" shall mean the power, direct or indirect (x) to vote 50% or
more of the securities having ordinary voting power for the election of
directors of Bentley or (y) to direct or cause the direction of the management
and policies of Bentley by contract or otherwise.

            "Charges" shall mean all taxes, charges, fees, imposts, levies or
other assessments, including, without limitation, all net income, gross income,
gross receipts, sales, use, ad valorem, value added, transfer, franchise,
profits, inventory, capital stock, license, withholding, payroll, employment,
social security, unemployment, excise, severance, stamp, occupation and property
taxes, custom duties, fees, assessments, liens, claims and charges of any kind
whatsoever, together with any interest and any penalties, additions to tax or
additional amounts, imposed by any taxing or other authority, domestic or
foreign (including, without limitation, the Pension Benefit Guaranty Corporation
or any environmental agency or superfund), upon the Collateral, any Borrower or
any of its Affiliates.

            "Chattel Paper" shall mean "chattel paper" as defined in the UCC.

            "Citicorp" shall mean Citicorp USA, Inc.

            "Claims Act" shall have the meaning set forth in subclause (i) of
the definition of "Eligible Receivables."

            "Closing Date" shall mean the date of this Agreement or such other
date as may be agreed to by the parties hereto.

            "Closing Fee" shall have the meaning set forth in Section 3.3(c).

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time and the regulations promulgated thereunder.

            "Collateral" shall mean and include all of each Borrower's:

                  (a)   Receivables;

                  (b)   Equipment;

                  (c)   General Intangibles;

                  (d)   Inventory;


                                       3
<PAGE>

                  (e)   Investment Property;

                  (f)   Chattel Paper;

                  (g)   Instruments;

                  (h)   Documents;

                  (i)   Deposit Accounts;

                  (j)   Real Property;

                  (k)   Pledged Stock,

                  (l) Right, title and interest in and to (i) its respective
goods and other property including, but not limited to, all merchandise returned
or rejected by Customers, relating to or securing any of the Receivables; (ii)
all of each Borrower's rights as a consignor, a consignee, an unpaid vendor,
mechanic, artisan, or other lien or, including stoppage in transit, setoff,
detinue, replevin, reclamation and repurchase; (iii) all additional amounts due
to any Borrower from any Customer relating to the Receivables; (iv) other
property, including warranty claims, relating to any goods securing this
Agreement; (v) all of each Borrower's contract rights, rights of payment which
have been earned under a contract right, instruments, documents, chattel paper,
warehouse receipts, deposit accounts and money; (vi) if and when obtained by any
Borrower, all real and personal property of third parties in which such Borrower
has been granted a lien or security interest as security for the payment or
enforcement of Receivables; and (vii) any other goods, personal property or real
property now owned or hereafter acquired in which any Borrower has expressly
granted a security interest or may in the future grant a security interest to
Agent hereunder, or in any amendment or supplement hereto or thereto, or under
any other agreement between Agent and any Borrower;

                  (m) all of each Borrower's ledger sheets, ledger cards, files,
correspondence, records, books of account, business papers, computers, computer
software (owned by any Borrower or in which it has an interest), computer
programs, tapes, disks and documents relating to subclause (a) through (l) of
this definition; and

                  (n) all proceeds and products of subclause (a) through (m) of
this definition in whatever form, including, but not limited to: cash, deposit
accounts (whether or not comprised solely of proceeds), certificates of deposit,
insurance proceeds (including hazard, flood and credit insurance), negotiable
instruments and other instruments for the payment of money, chattel paper,
security agreements, documents, eminent domain proceeds, condemnation proceeds
and tort claim proceeds.

            "Commitment Percentage" of any Lender shall mean the percentage set
forth below such Lender's name on the signature page hereof as same may be
adjusted upon any assignment by a Lender pursuant to Section 16.3(b) hereof.

            "Consents" shall mean all filings and all licenses, permits,
consents, approvals, authorizations, qualifications and orders of governmental
authorities and other third parties,


                                       4
<PAGE>

domestic or foreign, necessary to carry on any Borrower's business, including,
without limitation, any Consents required under all applicable federal, state or
other applicable law.

            "Controlled Group" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with any Borrower, are treated as a single
employer under Section 414 of the Internal Revenue Code.

            "Customer" shall mean and include the account debtor with respect to
any Receivable and/or the prospective purchaser of goods, services or both with
respect to any contract or contract right, and/or any party who enters into or
proposes to enter into any contract or other arrangement with any Borrower,
pursuant to which such Borrower is to deliver any personal property or perform
any services.

            "Default" shall mean an event which, with the giving of notice or
passage of time or both, would constitute an Event of Default.

            "Default Rate" shall have the meaning set forth in Section 3.1
hereof.

            "Defaulting Lender" shall have the meaning set forth in Section
2.15(a) hereof.

            "Deposit Account" shall mean "deposit account" as defined in the
UCC.

            "Depository Accounts" shall have the meaning set forth in Section
4.15(h) hereof.

            "Documents" shall mean "documents" as defined in the UCC.

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

            "Domestic Non-Product Receivable" shall mean a Receivable generated
by a Borrower's rendition of maintenance services, and owing from a Customer
located in the United States.

            "Domestic Product Receivable" shall mean a Receivable generated by a
Borrower's sale or license of software or services (other than maintenance
services) or rendition of consulting or training services, and owing from a
Customer located in the United States.

            "Domestic Rate Loan" shall mean any Advance that bears interest
based upon the Alternate Base Rate.

            "Early Termination Date" shall have the meaning set forth in Section
13.1 hereof.

            "EBIT" shall mean for any period the sum of (i) net income (or loss)
of Borrowers on a consolidated basis for such period (excluding extraordinary
gains and losses), plus (ii) all interest expense of Borrowers on a consolidated
basis for such period, plus (iii) all charges against income of Borrowers on a
consolidated basis for such period for accrued federal, state and local taxes.

            "EBITDA" shall mean for any period the sum of (i) EBIT for such
period plus (ii) depreciation expenses for such period, plus (iii) amortization
expenses for such period.


                                       5
<PAGE>

            "Eligible Receivables" shall mean and include with respect to each
Borrower (or in the case of Foreign Product Receivables, a Subsidiary of a
Borrower), each Domestic Product Receivable, Domestic Non-Product Receivable, or
Foreign Product Receivable of such Borrower or Subsidiary, as applicable,
arising in the ordinary course of such Borrower's business and which Agent, in
its sole but reasonable credit judgment in good faith, shall deem to be an
Eligible Receivable, based on such considerations as Agent may from time to time
deem appropriate. A Receivable shall not be deemed eligible unless such
Receivable is subject to Agent's first priority perfected security interest
(except with respect to Foreign Product Receivables) and no other Lien (other
than Permitted Encumbrances), and is evidenced by an invoice or other
documentary evidence satisfactory to Agent. In addition, no Receivable shall be
an Eligible Receivable if:

            (a) it arises out of a sale made by any Borrower to an Affiliate of
any Borrower (except if such Person has executed a no offset agreement
acceptable to Agent) or to a Person controlled by an Affiliate of any Borrower;

            (b) if a Domestic Product Receivable, it is due or unpaid more than
120 days past the original invoice date or 90 days past the due date; if a
Domestic Non-Product Receivable, it is due or unpaid more than 90 days past the
original invoice date or 60 days past the due date; if a Foreign Product
Receivable, it is due or unpaid more than the later of 90 days past the original
invoice date or 180 days past the shipment date;

            (c) 50% or more of the Receivables from such Customer are not deemed
Eligible Receivables hereunder;

            (d) any covenant, representation or warranty contained in this
Agreement with respect to such Receivable has been breached;

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

            (f) with respect to Domestic Product Receivables, the sale is to a
Customer that does not have a substantive presence or assets within the
continental United States of America, unless the sale is on letter of credit,
guaranty or acceptance terms, in each case acceptable to Agent in its sole but
reasonable discretion;

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

            (h) Agent believes, in its sole but reasonable judgment, that
collection of such


                                       6
<PAGE>

Receivable is insecure or that such Receivable may not be paid by reason of the
Customer's financial inability to pay;

            (i) the Customer is the United States of America, any state or any
department, agency or instrumentality of any of them, unless either (a) the
Receivable owing from such Customer is less than $10,000 (or such lesser amount
as determined by Agent in its sole discretion), or (b) the applicable Borrower
assigns its right to payment of such Receivable to Agent pursuant to the
Assignment of Claims Act of 1940, as amended (31 U.S.C. Sub-Section 3727 et seq.
and 41 U.S.C. Sub-Section 15 et seq.) ("Claims Act") or has otherwise complied
with other applicable statutes or ordinances;

            (j) the goods giving rise to such Receivable have not been shipped
to the Customer or, except with respect to Domestic Non-Product Receivables, the
services giving rise to such Receivable have not been performed by the
applicable Borrower or the Receivable otherwise does not represent a final sale;

            (k) the Receivables of the Customer exceed a credit limit determined
by Agent, in its sole but reasonable discretion, to the extent such Receivable
exceeds such limit;

            (l) the Receivable is subject to any offset, credit or deduction
outside of the ordinary course of business to the extent of such offset, credit
or deduction; or subject to a defense, dispute, or counterclaim; or the Customer
is also a creditor or supplier of a Borrower (unless such Customer has executed
a no offset agreement in form reasonably acceptable to Agent), to the extent of
the contra; or the Receivable is contingent in any respect or for any reason;

            (m) the applicable Borrower has made any agreement with the Customer
owing the Receivable for any deduction therefrom, except for discounts or
allowances made in the ordinary course of business for prompt payment, all of
which discounts or allowances are reflected in the calculation of the face value
of each respective invoice related thereto;

            (n) any return, rejection or repossession of the merchandise has
occurred or the rendition of services has been disputed; or

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

            "Environmental Complaint" shall have the meaning set forth in
Section 4.19(d) hereof.

            "Environmental Laws" shall mean all federal, state and local
environmental, land use, zoning, health, chemical use, safety and sanitation
laws, statutes, ordinances, regulations and codes relating to the protection of
the environment and/or governing the use, storage, treatment, generation,
transportation, processing, handling, production or disposal of Hazardous
Substances and the rules, regulations, policies, guidelines, interpretations,
decisions, orders and directives of federal, state and local governmental
agencies and authorities with respect thereto.

            "Equipment" shall mean and include as to each Borrower all of such
Borrower's goods (other than Inventory) whether now owned or hereafter acquired
and wherever located including, without limitation, all equipment, machinery,
apparatus, motor vehicles, fittings, furniture,


                                       7
<PAGE>

furnishings, fixtures, parts, accessories and all replacements and substitutions
therefor or accessions thereto.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time and the rules and regulations promulgated
thereunder.

            "Eurodollar Applicable Margin" shall mean three hundred (300) basis
points.

            "Eurodollar Rate" shall mean for any Eurodollar Rate Loan for the
then current Interest Period relating thereto the interest rate per annum
determined by PNC by dividing (the resulting quotient rounded upwards, if
necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest
determined by PNC in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) to be the average of the London
interbank offered rates for U.S. Dollars quoted by the British Bankers'
Association as set forth on Dow Jones Markets Service (formerly known as
Telerate) (or appropriate successor or, if British Banker's Association or its
successor ceases to provide such quotes, a comparable replacement determined by
PNC) display page 3750 (or such other display page on the Dow Jones Markets
Service system as may replace display page 3750) two (2) Business Days prior to
the first day of such Interest Period for an amount comparable to such
Eurodollar Rate Loan and having a borrowing date and a maturity comparable to
such Interest Period by (ii) a number equal to 1.00 minus the Reserve
Percentage. The Eurodollar Rate may also be expressed by the following formula:

             Average of London interbank offered rates quoted by BBA as shown on
       Eurodollar Rate = Dow Jones Markets Service display page 3750
                                     or appropriate successor
                         -------------------------------------------
                                    1.00 - Reserve Percentage

            "Eurodollar Rate Loan" shall mean an Advance at any time that bears
interest based on the Eurodollar Rate.

            "Event of Default" shall mean the occurrence of any of the events
set forth in Article X hereof.

            "Exiting Lender" shall mean Wilmington Trust Company.

            "Federal Funds Rate" shall mean, for any day, the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or if such rate is not so published for any
day which is a Business Day, the average of quotations for such day on such
transactions received by PNC from three Federal funds brokers of recognized
standing selected by PNC.

            "Fixed Charge Coverage Ratio" shall mean and include, with respect
to any fiscal period, the ratio of (a) EBITDA, minus unfunded capitalized
expenditures and cash investments in unconsolidated Persons made during such
period (excluding any VIECON internet initiative expenses, capitalized or
operating, to the extent funded with cash equity during such period, from the
Closing Date though and including March 31, 2001), minus distributions or
dividends paid to any shareholder of Bentley during such period minus taxes paid
in cash during such period to (b) all Senior Debt Payments plus all Intergraph
Debt Payments during such period plus capitalized lease


                                       8
<PAGE>

payments made during such period, measured quarterly on a rolling four (4)
quarter basis.

            "Foreign Blocked Account" shall mean those certain Blocked Accounts
maintained in Hoofdorp, Netherlands and Melbourne, Australia.

            "Foreign Companies" shall mean collectively Bentley Canada, Inc.,
Bentley Systems de Mexico SA de CV, 9090-0952 Quebec Inc., Bentley Systems
Brasil Ltda., GEOPAK TMS-UK, Bentley Systems UK IHC Ltd., and BSI Holdings Pty.
Ltd.

            "Foreign Currency" shall mean the lawful currency of any country or
governmental authority other than the United States of America.

            "Foreign Exchange Contract" shall mean a spot or forward foreign
currency exchange contract entered into by Borrowers with PNC, Agent or a
Lender.

            "Foreign Product Receivable" shall mean a Receivable generated by a
Borrower's or a Subsidiary's sale or license of software or services (other than
maintenance services) or rendition of consulting or training services, and owing
from a Customer located outside of the United States and the sale is on letter
of credit, guaranty or acceptance terms, in each case acceptable to Agent in its
sole but reasonable discretion.

            "Formula Amount" shall have the meaning set forth in Section 2.1(a).

            "Future Acquired Company" shall mean a Person hereafter acquired by
any Borrower as permitted under Section 7.1(a) hereof or a Person formed as
permitted under Section 7.11 hereof.

            "Future Acquired Company Loan Documents" shall mean collectively, a
Joinder to Loan Agreement, UCC-1 financing statements, an Allonges to the
Revolving Credit Note, financial statements, amended and/or additional Stock
Pledge Documents and all other documents, agreements and instruments required by
Agent to be executed and delivered to Agent by a Borrower and/or Future Acquired
Company (as determined in Agent's sole and absolute discretion) and an opinion
letter from Borrowers' counsel addressed to Agent (all documents in form and
substance satisfactory to Agent and Agent's counsel).

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

            "General Intangibles" shall mean and include as to each Borrower all
of such Borrower's general intangibles, whether now owned or hereafter acquired
including, without limitation, all choses in action, causes of action, corporate
or other business records, inventions, designs, patents, patent applications,
equipment formulations, manufacturing procedures, quality control procedures,
trademarks, service marks, trade secrets, goodwill, copyrights, design rights,
registrations, licenses, franchises, customer lists, tax refunds, tax refund
claims, insurance refunds, insurance policy claims, computer programs, all
claims under guaranties, security interests, letters of credit or other security
held by or granted to such Borrower to secure payment of any of the Receivables
by a Customer all rights of indemnification and all other intangible property of
every kind and nature (other than Receivables).


                                       9
<PAGE>

            "GEOPAK" shall mean GEOPAK Corporation.

            "Governmental Body" shall mean any nation or government, any state
or other political subdivision thereof or any entity exercising the legislative,
judicial, regulatory or administrative functions of or pertaining to a
government.

            "Guarantors" shall mean collectively and jointly and severally,
Gregory S. Bentley and Caroline M. Bentley, as husband and wife, Barry J.
Bentley and Therese Bentley, as husband and wife, Keith A. Bentley and Corrine
Bentley, as husband and wife, and each shall be referred to individually herein
as a "Guarantor."

            "Guaranty Agreements" shall mean those certain Guaranty and
Suretyship Agreements from Guarantors to Agent.

            "Hazardous Discharge" shall have the meaning set forth in Section
4.19(d) hereof.

            "Hazardous Substance" shall mean, without limitation, any flammable
explosives, radon, radioactive materials, asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls, petroleum and petroleum products,
methane, hazardous materials, Hazardous Wastes, hazardous or Toxic Substances or
related materials as defined in CERCLA, the Hazardous Materials Transportation
Act, as amended (49 U.S.C. Sections 1801, et seq.), RCRA, or any other
applicable Environmental Law and in the regulations adopted pursuant thereto.

            "Hazardous Wastes" shall mean all waste materials subject to
regulation under CERCLA, RCRA or applicable state law, and any other applicable
Federal and state laws now in force or hereafter enacted relating to hazardous
waste disposal.

            "Indebtedness" of a Person at a particular date shall mean all
obligations of such Person which in accordance with GAAP would be classified
upon a balance sheet as liabilities (except capital stock and surplus earned or
otherwise) and in any event, without limitation by reason of enumeration, shall
include all indebtedness, debt and other similar monetary obligations of such
Person whether direct or guaranteed, and all premiums, if any, due at the
required prepayment dates of such indebtedness, and all indebtedness secured by
a Lien on assets owned by such Person, whether or not such indebtedness actually
shall have been created, assumed or incurred by such Person. Any indebtedness of
such Person resulting from the acquisition by such Person of any assets subject
to any Lien shall be deemed, for the purposes hereof, to be the equivalent of
the creation, assumption and incurring of the indebtedness secured thereby,
whether or not actually so created, assumed or incurred.

            "Ineligible Security" shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

            "Instrument" shall mean "instrument" as defined in the UCC.

            "Intellectual Property Documents" shall mean collectively, that
certain Trademark Security Agreement from Bentley to Agent, that certain
Trademark Security Agreement from Bentley Software to Agent, that certain Patent
Security Agreement from Bentley to Agent, and that certain Copyright Security
Agreement from Bentley to Agent, each dated as of the Closing Date and


                                       10
<PAGE>

each in form and substance satisfactory to Agent.

            "Interest Period" shall mean the period provided for any Eurodollar
Rate Loan pursuant to Section 2.2(b).

            "Intergraph" shall mean Intergraph Corporation, a Delaware
corporation with a chief executive office located at One Madison Industrial
Park, Huntsville, Alabama 35894.

            "Intergraph Debt" shall mean any and all Indebtedness owing to
Intergraph pursuant to the Intergraph Note.

            "Intergraph Debt Payments" shall mean and include all cash actually
expended to make payments of principal and interest on the Intergraph Note.

            "Intergraph Note" shall mean that certain Secured Note dated as of
December 1, 2000 from Bentley to Intergraph, in the original principal amount of
$11,087,112.

            "Inventory" shall mean and include as to each Borrower all of such
Borrower's now owned or hereafter acquired goods, merchandise and other personal
property, wherever located, to be furnished under any contract of service or
held for sale or lease, all raw materials, work in process, finished goods and
materials and supplies of any kind, nature or description which are or might be
used or consumed in such Borrower's business or used in selling or furnishing
such goods, merchandise and other personal property, and all documents of title
or other documents representing them.

            "Investment Property" shall mean and include as to each Borrower,
all of such Borrower's now owned or hereafter acquired securities (whether
certificated or uncertificated), securities entitlements, securities accounts,
commodities contracts and commodities accounts.

            "Issuer" shall mean any Person who issues a Letter of Credit and/or
accepts a draft pursuant to the terms hereof.

            "Lender" and "Lenders" shall have the meaning ascribed to such term
in the preamble to this Agreement and shall include each Person which becomes a
transferee, successor or assign of any Lender.

            "Lender Default" shall have the meaning set forth in Section 2.16(a)
hereof.

            "Letter of Credit Fees" shall have the meaning set forth in Section
3.2.

            "Letters of Credit" shall have the meaning set forth in Section 2.9.

            "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, security interest, lien (whether statutory or
otherwise), Charge, claim or encumbrance, or preference, priority or other
security agreement or preferential arrangement held or asserted in respect of
any asset of any kind or nature whatsoever including, without limitation, any
conditional sale or other title retention agreement, any lease having
substantially the same economic effect as any of the foregoing, and the filing
of, or agreement to give, any financing statement under the Uniform Commercial
Code or comparable law of any jurisdiction.


                                       11
<PAGE>

            "Maintenance Receivables" shall mean any and all maintenance,
license and other agreements and arrangements now or hereafter entered into by
Bentley with customers of Bentley located in the United States for which
revenues were included by Intergraph in the Schedule of Transferred Maintenance
from time to time (as such term is used in the Acquisition Agreement) whereby
Bentley agrees to, does or may grant license(s), provide maintenance, support,
upgrades or similar services, rights or property, in each case only to the
extent relating to any of the software products sold to Bentley by Intergraph
and designated by Intergraph as Civil, Raster or Plotting and any derivatives,
upgrades, supplements, variations, redesignations or modifications of any of
them made by Bentley, together with all royalties, accounts, chattel paper,
instruments, general intangibles and rights to payment and performance evidenced
thereby, arising therefrom or related to any or all of the foregoing and any and
all cash and non-cash proceeds (including, without limitation, insurance
proceeds), products of and additions to and substitutions and replacements for,
the foregoing, whether now or hereafter existing, arising or acquired.

            "Material Adverse Effect" shall mean a material adverse effect on
(a) the condition, operations, assets, business or prospects of the applicable
Person or Persons, (b) Borrowers' ability to pay the Obligations in accordance
with the terms thereof, (c) the value of the Collateral, or Agent's Liens on the
Collateral or the priority of any such Lien or (d) the practical realization of
the benefits of Agent's and each Lender's rights and remedies under this
Agreement and the Other Documents.

            "Maximum Loan Amount" shall mean $32,000,000.

            "Monthly Advances" shall have the meaning set forth in Section 3.1
hereof.

            "Mortgages" shall mean collectively, the mortgages on the owned Real
Property securing the Obligations together with all extensions, renewals,
amendments, supplements, modifications, substitutions and replacements thereto
and thereof.

            "Mortgage Documents" shall mean the Mortgages, the Environmental
Indemnification Agreement with respect to each owned Real Property and the
Assignment of Rents and Leases with respect to each owned Real Property.

            "Multiemployer Plan" shall mean a "multiemployer plan" as defined in
Sections 3(37) and 4001(a)(3) of ERISA.

            "Net Worth" at a particular date, shall mean all amounts which would
be included under shareholders' equity on a balance sheet of the Borrowers on a
consolidated basis determined in accordance with GAAP as at such date.

            "Non-Defaulting Lender" shall have the meaning set forth in Section
2.15(b) hereof.

            "Notes" shall have the meaning set forth in Section 2.1(a).

            "Obligations" shall mean and include any and all loans, advances,
debts, liabilities, obligations, covenants and duties owing by Borrowers to
Lenders or Agent or to any other direct or indirect subsidiary or affiliate of
Agent or any Lender of any kind or nature, present or future (including, without
limitation, any interest accruing thereon after maturity, or after the filing of
any


                                       12
<PAGE>

petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding relating to any Borrower, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding), whether or not
evidenced by any note, guaranty or other instrument, whether arising under any
agreement, instrument or document, (including, without limitation, this
Agreement and the Other Documents) whether or not for the payment of money,
whether arising by reason of an extension of credit, opening of a letter of
credit, loan, equipment lease or guarantee, under any interest or currency swap,
future, option or other similar agreement (including, without limitation,
pursuant to a Foreign Exchange Contract), or in any other manner, whether
arising out of overdrafts or deposit or other accounts or electronic funds
transfers (whether through automated clearing houses or otherwise) or out of the
Agent's or any Lenders non-receipt of or inability to collect funds or otherwise
not being made whole in connection with depository transfer check or other
similar arrangements, whether direct or indirect (including those acquired by
assignment or participation), absolute or contingent, joint or several, due or
to become due, now existing or hereafter arising, contractual or tortious,
liquidated or unliquidated, regardless of how such indebtedness or liabilities
arise or by what agreement or instrument they may be evidenced or whether
evidenced by any agreement or instrument, including, but not limited to, any and
all of any Borrower's Indebtedness and/or liabilities under this Agreement, the
Other Documents or under any other agreement between Agent or Lenders and any
Borrower and any amendments, extensions, renewals or increases and all costs and
expenses of Agent and any Lender incurred in the documentation, negotiation,
modification, enforcement, collection or otherwise in connection with any of the
foregoing, including but not limited to reasonable attorneys' fees and expenses
and all obligations of any Borrower to Agent or Lenders to perform acts or
refrain from taking any action.

            "Original Owners" shall mean the Persons listed on Schedule A
attached hereto.

            "Other Documents" shall mean the Mortgage Documents, the Guaranty
Agreements, the Notes, the Questionnaire, the Intellectual Property Documents,
the Warrants, the Stock Pledge Documents, any document, instrument or agreement
entered into in connection with a Foreign Exchange Contact, and any and all
other agreements, instruments and documents, including, without limitation,
guaranties, pledges, powers of attorney, consents, and all other writings
heretofore, now or hereafter executed by any Borrower or any Guarantor and/or
delivered to Agent or any Lender in respect of the transactions contemplated by
this Agreement.

            "Overadvance Amount" shall mean $7,500,000 as of the Closing Date,
and such amount to decrease on a quarterly basis in an amount equal to
$1,250,000, commencing on March 31, 2001 and continuing on the last day of each
fiscal quarter thereafter, and the Overadvance shall equal $0 on or after June
30, 2002.

            "Parent" of any Person shall mean a corporation or other entity
owning, directly or indirectly at least 50% of the shares of stock or other
ownership interests having ordinary voting power to elect a majority of the
directors of the Person, or other Persons performing similar functions for any
such Person.

            "Participant" shall mean each Person who shall be granted the right
by any Lender to participate in any of the Advances and who shall have entered
into a participation agreement in form and substance satisfactory to such
Lender.

            "Payment Office" shall mean initially Two Tower Center Boulevard,
East Brunswick, New Jersey 08816; thereafter, such other office of Agent, if
any, which it may designate


                                       13
<PAGE>

by notice to Borrowing Agent and to each Lender to be the Payment Office.

            "Permitted Encumbrances" shall mean (a) Liens in favor of Agent for
the benefit of Agent and Lenders; (b) Liens for taxes, assessments or other
governmental charges not delinquent or being contested in good faith and by
appropriate proceedings and with respect to which proper reserves have been
taken by Borrowers or a Borrower's Subsidiary; provided, that, the Lien shall
have no effect on the priority of the Liens in favor of Agent or the value of
the assets in which Agent has such a Lien and a stay of enforcement of any such
Lien shall be in effect; (c) Liens disclosed in the financial statements
referred to in Section 5.5, the existence of which Agent has consented to in
writing; (d) deposits or pledges to secure obligations under worker's
compensation, social security or similar laws, or under unemployment insurance;
(e) deposits or pledges to secure bids, tenders, contracts (other than contracts
for the payment of money), leases, statutory obligations, surety and appeal
bonds and other obligations of like nature arising in the ordinary course of any
Borrower's business; (f) judgment Liens that have been stayed or bonded and
mechanics', easements, carriers', workers', landlords', warehousemans',
materialmen's or other like Liens arising in the ordinary course of any
Borrower's or a Borrower's Subsidiary, business with respect to obligations
which are not due or which are being contested in good faith by the applicable
Borrower or a Borrower's Subsidiary; (g) Liens placed upon fixed assets
hereafter acquired to secure a portion of the purchase price thereof, provided
that (x) any such lien shall not encumber any other property of the Borrowers or
a Borrower's Subsidiary and (y) the aggregate amount of Indebtedness secured by
such Liens incurred as a result of such purchases during any fiscal year shall
not exceed the amount provided for in Section 7.6; and (h) Liens disclosed on
Schedule 1.2; and (i) liens in favor of Intergraph on the Maintenance
Receivables.

            "Person" shall mean any foreign or domestic individual, sole
proprietorship, partnership, corporation, business trust, joint stock company,
trust, unincorporated organization, association, limited liability company,
institution, public benefit corporation, joint venture, entity or government
(whether federal, state, county, city, municipal or otherwise, including any
instrumentality, division, agency, body or department thereof).

            "Plan" shall mean any employee benefit plan within the meaning of
Section 3(3) of ERISA, maintained for employees of Borrowers or any member of
the Controlled Group or any such Plan to which any Borrower or any member of the
Controlled Group is required to contribute on behalf of any of its employees.

            "Pledged Stock" shall mean collectively, the Bentley Pledged Stock,
BSI Netherlands Pledged Stock and BSI Australia Pledged Stock.

            "PNC" shall mean PNC Bank, National Association.

            "Pro Forma Balance Sheet" shall have the meaning set forth in
Section 5.5(a) hereof.

            "Pro Forma Financial Statements" shall have the meaning set forth in
Section 5.5(b) hereof.

            "Product Lines" shall mean the Civil, Raster and Plotting product
lines.

            "Projections" shall have the meaning set forth in Section 5.5(b)
hereof.


                                       14
<PAGE>

            "Purchasing Lender" shall have the meaning set forth in Section
16.3(c) hereof.

            "Qualified Acquisition" shall mean an acquisition under Section
7.1(a) hereof by any Borrower or Subsidiary which satisfies all of the following
requirements: (a) no Default or Event of Default exists hereunder or would exist
after giving effect to such acquisition after the consolidation of the most
recent financial statements for the prior twelve (12) month period of Bentley
for the purpose of measuring financial covenant compliance under this Agreement;
(b) each Future Acquired Company organized in the United States becomes a
Borrower and executes and delivers to Agent all Future Acquired Company Loan
Documents and Agent shall have a first priority Lien on all of existing or
future property of such Future Acquired Company; (c) all lien searches
(performed at Borrowers' cost), corporate resolutions, corporate documents and
opinions reasonably required by Agent are delivered to Agent; (d) revised or
supplemented Schedules to this Agreement reflecting the additional new
Borrower(s) are delivered to Agent; (e) all property of the Future Acquired
Company is free and clear of any Liens other than the Lien of Agent and any
Permitted Encumbrances; (f) any and all Seller Debt incurred in such acquisition
is subordinated debt upon terms and conditions and subject to documentation
acceptable to Agent; (g) the cash portion of each acquisition purchase price
does not exceed $2,000,000 and in the aggregate cash and Seller Debt portion of
the acquisition purchase price for all such acquisitions during any fiscal year
does not exceed $5,000,000 (less any amounts spent by Borrowers during such year
for investments under section 7.4(g); (h) the acquisition conditions (including
the conditions set forth on Exhibit B attached hereto) have been fully satisfied
(as determined by Agent in its sole and absolute and commercially reasonable
discretion); (i) Borrowers shall have given Agent and Lenders thirty (30) days
written notice prior to the consummation of such acquisition; and (j) Borrowers
have an Undrawn Availability of at least $4,000,000 after giving effect to such
acquisition.

            "Questionnaire" shall mean the Perfection Certificate provided by
Borrowers and delivered to Agent.

            "RCRA" shall mean the Resource Conservation and Recovery Act, 42
U.S.C. Sections 6901 et seq., as same may be amended from time to time.

            "Real Property" shall mean all of each Borrower's right, title and
interest in and to the owned and leased premises identified on Schedule 4.19
hereto.

            "Receivables" shall mean and include, as to each Borrower and
Subsidiary of a Borrower (as applicable), all of such Person's accounts,
contract rights, instruments (including those evidencing indebtedness owed to
such Person by their Affiliates and including the Maintenance Receivables),
documents, chattel paper, general intangibles relating to accounts, drafts and
acceptances, and all other forms of obligations owing to such Person arising out
of or in connection with the sale or lease of Inventory or the rendition of
services, all guarantees and other security therefor, whether secured or
unsecured, now existing or hereafter created, and whether or not specifically
sold or assigned to Agent hereunder.

            "Receivables Advance Rate" shall have the meaning set forth in
Section 2.1(a) hereof.

            "Release" shall have the meaning set forth in Section 5.7(c)(i)
hereof.

            "Required Lenders" shall mean Lenders holding at least 66.6% of the
commitments


                                       15
<PAGE>

hereunder.

            "Reserve Percentage" shall mean the maximum effective percentage in
effect on any day as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including,
without limitation, supplemental, marginal and emergency reserve requirements)
with respect to eurocurrency funding.

            "Revolving Advances" shall mean Advances made other than Letters of
Credit.

            "Revolving Credit Note" shall mean collectively, the promissory
note(s) referred to in Section 2.1(a) hereof.

            "Revolving Interest Rate" shall mean an interest rate per annum
equal to (a) the Alternate Base Rate with respect to Domestic Rate Loans, and
(b) the sum of the Eurodollar Rate plus the Eurodollar Applicable Margin with
respect to Eurodollar Rate Loans; provided, however, at any time that the
Overadvance Amount is greater than $0, the Revolving Interest Rate for an
outstanding amount of Revolving Advances equal to the then existing Overadvance
Amount shall be the per annum rate equal to the sum of the Alternate Base Rate
plus one hundred fifty (150) basis points.

            "Section 20 Subsidiary" shall mean the Subsidiary of the bank
holding company controlling PNC, which Subsidiary has been granted authority by
the Federal Reserve Board to underwrite and deal in certain Ineligible
Securities.

            "Seller Debt" shall mean indebtedness (including, without
limitation, all earnouts, consulting payments owed under consulting agreement to
any future owner of a Future Acquired Company and other contingent Indebtedness)
of a Borrower to a seller of a Future Acquired Company arising out of an
acquisition.

            "Senior Debt Payments" shall mean and include all cash actually
expended by Borrowers to make (a) interest payments on any Advances hereunder,
plus, (b) payments for all fees, commissions, expenses and charges set forth
herein and with respect to any Advances, plus (c) capitalized lease payments,
plus (d) principal and interest payments with respect to any other Indebtedness
for borrowed money, in each case excluding Seller Debt and Intergraph Debt
Payments.

            "Settlement Date" shall mean the Closing Date and thereafter
Wednesday of each week unless such day is not a Business Day in which case it
shall be the next succeeding Business Day.

            "Standstill Agreement" shall mean that certain Standstill Agreement
from Integraph to Agent (in form and substance satisfactory to Agent).

            "Stock Pledge Documents" shall mean that certain Collateral Pledge
Agreement from Bentley to Agent for the Bentley Pledged Stock, that certain
Collateral Pledge Agreement from BSI Netherlands to Agent for the BSI
Netherlands Pledged Stock, and that certain Collateral Pledge Agreement from BSI
Australia to Agent for the BSI Australia Pledged Stock, each dated as of the
Closing Date and in form and substance satisfactory to Agent.


                                       16
<PAGE>

            "Subsidiary" shall mean a corporation or other entity of whose
shares of stock or other ownership interests having ordinary voting power (other
than stock or other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the directors of such
corporation, or other Persons performing similar functions for such entity, are
owned, directly or indirectly, by such Person.

            "Term" shall mean the Initial Term and each successive Renewal Term,
if any.

            "Toxic Substance" shall mean and include any material present on the
Real Property or the Leasehold Interests which has been shown to have
significant adverse effect on human health or which is subject to regulation
under the Toxic Substances Control Act (TSCA), 15 U.S.C. Sections 2601 et seq.,
applicable state law, or any other applicable Federal or state laws now in force
or hereafter enacted relating to toxic substances. "Toxic Substance" includes
but is not limited to asbestos, polychlorinated biphenyls (PCBs) and lead-based
paints.

            "Transactions" shall have the meaning set forth in Section 5.5(a)
hereof.

            "Transferee" shall have the meaning set forth in Section 16.3(b)
hereof.

            "US Companies" shall mean collectively, Bentley Software, Atlantech
and GEOPAK.

            "UCC" shall mean the Uniform Commercial Code, as adopted in the
Commonwealth of Pennsylvania.

            "Undrawn Availability" at a particular date shall mean an amount
equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Loan
Amount minus (b) the sum of (i) the outstanding amount of Advances plus (ii) all
amounts due and owing to Borrowers' trade creditors which are outstanding beyond
normal trade terms, plus (iii) fees and expenses under this Agreement for which
Borrowers are liable but which have not been paid or charged to Borrowers'
Account.

            "Warrants" shall mean those certain Common Stock Purchase Warrants
dated as of the Closing Date issued by Bentley to (a) PNC, as a Lender, having
640,844 shares of Bentley's common stock issuable thereunder and (b) Citicorp,
as a Lender, having 347,446 of Bentley's common stock issuable thereunder, and
certain Warrant Purchase Agreements between Bentley and PNC and between Bentley
and Citicorp.

            "Week" shall mean the time period commencing with the opening of
business on a Wednesday and ending on the end of business the following Tuesday.

      1.3. Uniform Commercial Code Terms. All terms used herein and defined in
the UCC shall have the meaning given therein unless otherwise defined herein.

      1.4. Certain Matters of Construction. The terms "herein", "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular section, paragraph or subdivision. Any pronoun used
shall be deemed to cover all genders. Wherever appropriate in the context, terms
used herein in the singular also include the plural and vice versa. All
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations. Unless otherwise provided, all
references to any instruments or


                                       17
<PAGE>

agreements to which Agent is a party, including, without limitation, references
to any of the Other Documents, shall include any and all modifications or
amendments thereto and any and all extensions or renewals thereof.

II.   ADVANCES, PAYMENTS.

      2.1. Revolving Advances.

            Subject to the terms and conditions set forth in this Agreement each
Lender, severally and not jointly, will make Revolving Advances to Borrowers in
aggregate amounts outstanding at any time equal to such Lender's Commitment
Percentage of the lesser of (x) the Maximum Loan Amount less the aggregate
amount of outstanding Letters of Credit or (y) an amount equal to the sum of:

                  (a) up to 85% of Eligible Receivables ("Receivables Advance
Rate"), plus

                  (b) the Overadvance Amount, minus;

                  (c) the aggregate amount of outstanding Letters of Credit;
minus

                  (d) such reserves as Agent may reasonably deem proper and
necessary from time to time based upon Agent's determination (in its sole but
reasonable discretion) that there has been an adverse change in Borrowers'
credit or in the Collateral.

The amount derived from the sum of (x) Sections 2.1(a) plus (y) Section 2.1(b)
minus (z) Section 2.1(c) at any time and from time to time shall be referred to
as the "Formula Amount". Borrowers' obligation to repay the Revolving Advances
shall be evidenced by the Revolving Credit Notes, substantially in the form
attached hereto as Exhibit 2.1(a) ("Notes").

      2.2. Procedure for Borrowing Advances.

            (a) Borrowing Agent on behalf of any Borrower may notify Agent prior
to 11:00 a.m. on a Business Day of a Borrower's request to incur, on that day, a
Revolving Advance hereunder. Unless requested pursuant to Section 2.2(b) below,
all Advances shall be Domestic Rate Loans. Should any amount required to be paid
as interest hereunder, or as fees or other charges under this Agreement or any
other related agreement with Agent or Lenders, or with respect to any other
Obligation, become due, same shall be deemed a request for a Revolving Advance
as of the date such payment is due, in the amount required to pay in full such
interest, fee, charge or Obligation under this Agreement or any other agreement
with Agent or Lenders, and such request shall be irrevocable. Notwithstanding
anything to the contrary contained herein, Revolving Advances deemed to be
requested pursuant to this Section 2.2(a) shall be made regardless of (i) the
existence or continuance of any Default or Event of Default; (ii) the fact that
the aggregate amount outstanding of all Revolving Advances after giving effect
to such deemed request shall exceed the Maximum Loan Amount or the Formula
Amount, or (iii) any other restrictions on the making of Revolving Advances
contained herein.

            (b) Notwithstanding the provisions of (a) above, in the event any
Borrower desires to obtain a Eurodollar Rate Loan, Borrowing Agent shall give
Agent at least three (3)


                                       18
<PAGE>

Business Days' prior written notice, specifying (i) the date of the proposed
borrowing (which shall be a Business Day), (ii) the type of borrowing and the
amount on the date of such Advance to be borrowed, which amount shall be in a
minimum amount of $1,000,000 and in integral multiples of $500,000 thereafter,
and (iii) the duration of the first Interest Period therefor. Interest Periods
for Eurodollar Rate Loans shall be for one, two, or three months; provided, if
an Interest Period would end on a day that is not a Business Day, it shall end
on the next succeeding Business Day unless such day falls in the next succeeding
calendar month in which case the Interest Period shall end on the next preceding
Business Day. No Eurodollar Rate Loan shall be made available to Borrowers
during the continuance of a Default or an Event of Default.

            (c) Each Interest Period of a Eurodollar Rate Loan shall commence on
the date such Eurodollar Rate Loan is made and shall end on such date as
Borrowing Agent may elect as set forth in subsection (b)(iii) above provided
that the exact length of each Interest Period shall be determined in accordance
with the practice of the interbank market for offshore Dollar deposits and no
Interest Period shall end after the last day of the Term. Borrowing Agent shall
elect the initial Interest Period applicable to a Eurodollar Rate Loan by its
notice of borrowing given to Agent pursuant to Section 2.2(b) or by its notice
of conversion given to Agent pursuant to Section 2.2(d), as the case may be.
Borrowing Agent shall elect the duration of each succeeding Interest Period by
giving irrevocable written notice to Agent of such duration not less than three
(3) Business Days prior to the last day of the then current Interest Period
applicable to such Eurodollar Rate Loan. If Agent does not receive timely notice
of the Interest Period elected by Borrowing Agent, Borrowers shall be deemed to
have elected to convert to a Domestic Rate Loan subject to Section 2.2(d)
hereinbelow.

            (d) Provided that no Event of Default shall have occurred and be
continuing, any Borrower may, on the last Business Day of the then current
Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any
Business Day with respect to Domestic Rate Loans, convert any such loan into a
loan of another type in the same aggregate principal amount provided that any
conversion of a Eurodollar Rate Loan shall be made only on the last Business Day
of the then current Interest Period applicable to such Eurodollar Rate Loan. If
a Borrower desires to convert a loan, Borrowing Agent shall give Agent not less
than three (3) Business Days' prior written notice to convert from a Domestic
Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written
notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan,
specifying the date of such conversion, the loans to be converted and if the
conversion is from a Domestic Rate Loan to any other type of loan, the duration
of the first Interest Period therefor. After giving effect to each such
conversion, there shall not be outstanding more than five (5) Eurodollar Rate
Loans, in the aggregate.

            (e) At its option and upon three (3) Business Days' prior written
notice, any Borrower may prepay the Eurodollar Rate Loans in whole at any time
or in part from time to time, without premium or penalty, but with accrued
interest on the principal being prepaid to the date of such repayment. Such
Borrower shall specify the date of prepayment of Advances which are Eurodollar
Rate Loans and the amount of such prepayment. In the event that any prepayment
of a Eurodollar Rate Loan is required or permitted on a date other than the last
Business Day of the then current Interest Period with respect thereto, such
Borrower shall indemnify Agent and Lenders therefor in accordance with Section
2.2(f) hereof.

            (f) Each Borrower shall indemnify Agent and Lenders and hold Agent
and Lenders harmless from and against any and all losses or expenses that Agent
and Lenders may


                                       19
<PAGE>

sustain or incur as a consequence of any voluntary prepayment, any mandatory
prepayment of any Eurodollar Rate Loans resulting from Revolving Advances
exceeding the Formula Amount, voluntary conversion of or any default by any
Borrower in the payment of the principal of or interest on any Eurodollar Rate
Loan or failure by any Borrower to complete a borrowing of, a prepayment of or
conversion of or to a Eurodollar Rate Loan after notice thereof has been given,
including, but not limited to, any interest payable by Agent or Lenders to
lenders of funds obtained by it in order to make or maintain its Eurodollar Rate
Loans hereunder. A certificate as to any additional amounts payable pursuant to
the foregoing sentence submitted by Agent or any Lender to Borrowing Agent shall
be conclusive absent manifest error. Such certificate shall be delivered to
Borrowing Agent within sixty (60) days of any such loss.

            (g) Notwithstanding any other provision hereof, if any applicable
law, treaty, regulation or directive, or any change therein or in the
interpretation or application thereof, shall make it unlawful for any Lender
(for purposes of this subsection (g), the term "Lender" shall include any Lender
and the office or branch where any Lender or any corporation or bank controlling
such Lender makes or maintains any Eurodollar Rate Loans to make or maintain its
Eurodollar Rate Loans), the obligation of Lenders to make Eurodollar Rate Loans
hereunder, as the case may be, shall forthwith be cancelled and Borrowers shall,
if any affected Eurodollar Rate Loans are then outstanding, promptly upon
request from Agent, either pay all such affected Eurodollar Rate Loans or
convert such affected Eurodollar Rate Loans into loans of another type. If any
such payment or conversion of any Eurodollar Rate Loan is made on a day that is
not the last day of the Interest Period applicable to such Eurodollar Rate Loan,
Borrowers shall pay Agent, upon Agent's request, such amount or amounts as may
be necessary to compensate Lenders for any loss or expense sustained or incurred
by Lenders in respect of such Eurodollar Rate Loan as a result of such payment
or conversion, including (but not limited to) any interest or other amounts
payable by Lenders to lenders of funds obtained by Lenders in order to make or
maintain such Eurodollar Rate Loan. A certificate as to any additional amounts
payable pursuant to the foregoing sentence submitted by Lenders to Borrowing
Agent shall be conclusive absent manifest error. Such certificate shall be
delivered to Borrowing Agent within sixty (60) days of any such loss.

      2.3. Disbursement of Advance Proceeds. All Advances shall be disbursed
from whichever office or other place Agent may designate from time to time and,
together with any and all other Obligations of Borrowers to Agent or Lenders,
shall be charged to Borrowers' Account on Agent's books. During the Term,
Borrowers may use the Revolving Advances by borrowing, prepaying and
reborrowing, all in accordance with the terms and conditions hereof. The
proceeds of each Revolving Advance requested by Borrowers or deemed to have been
requested by Borrowers under Section 2.2(a) hereof shall, with respect to
requested Revolving Advances to the extent Lenders make such Revolving Advances,
be made available to the applicable Borrower on the day so requested by way of
credit to such Borrower's operating account at PNC, or such other bank as
Borrowing Agent may designate following notification to Agent, in immediately
available federal funds or other immediately available funds or, with respect to
Revolving Advances deemed to have been requested by any Borrower pursuant to the
second sentence of Section 2.2, be disbursed to Agent to be applied to the
outstanding Obligations giving rise to such deemed request.

      2.4. INTENTIONALLY OMITTED.

      2.5. Maximum Advances. The aggregate balance of Advances outstanding at
any time shall not exceed the lesser of (a) Maximum Loan Amount or (b) the
Formula Amount.


                                       20
<PAGE>

      2.6. Repayment of Advances.

            (a) The Revolving Advances and (except to the extent otherwise
required hereunder to be paid sooner) all other Obligations shall be due and
payable in full on the last day of the Term subject to earlier prepayment as
herein provided.

            (b) Each Borrower recognizes that the amounts evidenced by checks,
notes, drafts or any other items of payment relating to and/or proceeds of
Collateral may not be collectible by Agent on the date received. In
consideration of Agent's agreement to conditionally credit Borrowers' Account as
of the Business Day on which Agent receives those items of payment, each
Borrower agrees that, in computing the charges under this Agreement, all items
of payment shall be deemed applied by Agent on account of the Obligations one
(1) Business Day after the Business Day Agent receives such payments via wire
transfer or electronic depository check. Agent is not, however, required to
credit Borrowers' Account for the amount of any item of payment which is
unsatisfactory to Agent and Agent may charge Borrowers' Account for the amount
of any item of payment which is credited and thereafter returned to Agent
unpaid.

            (c) All payments of principal, interest and other amounts payable
hereunder, or under any of the Other Documents shall be made to Agent at the
Payment Office not later than 1:00 P.M. (New York Time) on the due date therefor
in lawful money of the United States of America in federal funds or other funds
immediately available to Agent. Agent shall have the right to effectuate payment
on any and all Obligations due and owing hereunder by charging Borrowers'
Account or by making Advances as provided in Section 2.2 hereof.

            (d) Borrowers shall pay principal, interest, and all other amounts
payable hereunder, or under any related agreement, without any deduction
whatsoever, including, but not limited to, any deduction for any setoff or
counterclaim.

      2.7. Repayment of Excess Advances. The aggregate balance of Advances
outstanding at any time in excess of the maximum amount of Advances permitted
hereunder shall be immediately due and payable without the necessity of any
demand, at the Payment Office, whether or not a Default or Event of Default has
occurred.

      2.8. Statement of Account. Agent shall maintain, in accordance with its
customary procedures, a loan account ("Borrowers' Account") in the name of
Borrowers in which shall be recorded the date and amount of each Advance made by
Agent and the date and amount of each payment in respect thereof; provided,
however, the failure by Agent to record the date and amount of any Advance shall
not adversely affect Agent or any Lender. Each month, Agent shall send to
Borrowing Agent a statement showing the accounting for the Advances made,
payments made or credited in respect thereof, and other transactions between
Agent and Borrowers, during such month. The monthly statements shall be deemed
correct and binding upon Borrowers in the absence of manifest error and shall
constitute an account stated between Lenders and Borrowers unless Agent receives
a written statement of Borrowers' specific exceptions thereto within thirty (30)
days after such statement is received by Borrowing Agent. The records of Agent
with respect to the loan account shall be conclusive evidence absent manifest
error of the amounts of Advances and other charges thereto and of payments
applicable thereto.

      2.9. Letters of Credit. Subject to the terms and conditions hereof, Agent
shall issue or cause the issuance of Letters of Credit ("Letters of Credit") on
behalf of any Borrower; provided,


                                       21
<PAGE>

however, that Agent will not be required to issue or cause to be issued any
Letters of Credit to the extent that the face amount of such Letters of Credit
would then cause the sum of (i) the outstanding Revolving Advances plus (ii)
outstanding Letters of Credit to exceed the lesser of (x) the Maximum Loan
Amount or (y) the Formula Amount. The maximum amount of outstanding Letters of
Credit shall not exceed $4,000,000 in the aggregate at any time. All
disbursements or payments related to Letters of Credit shall be deemed to be
Domestic Rate Loans consisting of Revolving Advances and shall bear interest at
the Revolving Interest Rate for Domestic Rate Loans; Letters of Credit that have
not been drawn upon shall not bear interest.

      2.10. Issuance of Letters of Credit.

            (a) Borrowing Agent, on behalf of any Borrower or Subsidiary, may
request Agent to issue or cause the issuance of a Letter of Credit by delivering
to Agent at the Payment Office, Agent's form of Letter of Credit Application
(the "Letter of Credit Application") completed to the satisfaction of Agent;
and, such other certificates, documents and other papers and information as
Agent may reasonably request. Borrowing Agent, on behalf of any Borrower or
Subsidiary, also has the right to give instructions and make agreements with
respect to any application, any applicable letter of credit and security
agreement, any applicable letter of credit reimbursement agreement and/or any
other applicable agreement, any letter of credit and the disposition of
documents, disposition of any unutilized funds, and to agree with Agent upon any
amendment, extension or renewal of any Letter of Credit.

            (b) Each Letter of Credit shall, among other things, (i) provide for
the payment of sight drafts or acceptances of usance drafts when presented for
honor thereunder in accordance with the terms thereof and when accompanied by
the documents described therein and (ii) have an expiry date not later than one
(1) year after such Letter of Credit's date of issuance and in no event later
than the last day of the Term. Each Letter of Credit shall be subject to the
Uniform Customs and Practice for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500, and any amendments or
revision thereof adhered to by the Issuer and, to the extent not inconsistent
therewith, the laws of the Commonwealth of Pennsylvania .

            (c) Agent shall use its reasonable efforts to notify Lenders of the
request by Borrowing Agent for a Letter of Credit hereunder.

      2.11. Requirements For Issuance of Letters of Credit.

            (a) In connection with the issuance of any Letter of Credit,
Borrowers shall indemnify, save and hold Agent, each Lender and each Issuer
harmless from any loss, cost, expense or liability arising from a third party
claim, including, without limitation, payments made by Agent, any Lender or any
Issuer and expenses and reasonable attorneys' fees incurred by Agent, any Lender
or Issuer arising out of, or in connection with, any Letter of Credit to be
issued or created for any Borrower or Subsidiary. Borrowers shall be bound by
Agent's or any Issuer's regulations and good faith interpretations of any Letter
of Credit issued or created for Borrowers' Account, although this interpretation
may be different from its own; and, neither Agent, nor any Lender, nor any
Issuer nor any of their correspondents shall be liable for any error,
negligence, or mistakes, whether of omission or commission, in following
Borrowing Agent's or any Borrower's instructions or those contained in any
Letter of Credit, or of any modifications, amendments or supplements thereto or
in issuing or paying any Letter of Credit, except for Agent's, any Lender's, any
Issuer's or such correspondents' gross negligence or willful misconduct.


                                       22
<PAGE>

            (b) Borrowing Agent shall authorize and direct any Issuer to name
the applicable Borrower or Subsidiary as the "Applicant" or "Account Party" of
each Letter of Credit. If Agent is not the Issuer of any Letter of Credit,
Borrowing Agent shall authorize and direct the Issuer to deliver to Agent all
instruments, documents, and other writings and property received by the Issuer
pursuant to the Letter of Credit and to accept and rely upon Agent's
instructions and agreements with respect to all matters arising in connection
with the Letter of Credit.

            (c) In connection with all Letters of Credit issued or caused to be
issued by Agent under this Agreement, each Borrower hereby appoints Agent, or
its designee, as its attorney, with full power and authority to, after and
during the continuance of an Event of Default (i) sign and/or endorse such
Borrower's name upon any warehouse or other receipts, letter of credit
applications and acceptances; (ii) sign such Borrower's name on bills of lading;
(iii) clear Inventory through the United States of America Customs Department
("Customs") in the name of such Borrower or Agent or Agent's designee, and to
sign and deliver to Customs officials powers of attorney in the name of such
Borrower for such purpose; and (iv) complete in such Borrower's name or Agent's,
or in the name of Agent's designee, any order, sale or transaction, obtain the
necessary documents in connection therewith, and collect the proceeds thereof.
Neither Agent nor its attorneys will be liable for any acts or omissions nor for
any error of judgment or mistakes of fact or law, except for Agent's or its
attorney's gross negligence or willful misconduct. This power, being coupled
with an interest, is irrevocable as long as any Letters of Credit remain
outstanding.

            (d) Each Lender shall to the extent of the percentage amount equal
to the product of such Lender's Commitment Percentage times the aggregate amount
of all unreimbursed reimbursement obligations arising from disbursements made or
obligations incurred with respect to the Letters of Credit be deemed to have
irrevocably purchased an undivided participation in each such unreimbursed
reimbursement obligation. In the event that at the time a disbursement is made
the unpaid balance of Revolving Advances exceeds or would exceed, with the
making of such disbursement, the lesser of the Maximum Loan Amount or the
Formula Amount, and such disbursement is not reimbursed by Borrowers within two
(2) Business Days, Agent shall promptly notify each Lender and upon Agent's
demand each Lender shall pay to Agent such Lender's proportionate share of such
unreimbursed disbursement together with such Lender's proportionate share of
Agent's unreimbursed costs and expenses relating to such unreimbursed
disbursement. Upon receipt by Agent of a repayment from any Borrower of any
amount disbursed by Agent for which Agent had already been reimbursed by
Lenders, Agent shall deliver to each Lender that Lender's pro rata share of such
repayment. Each Lender's participation commitment shall continue until the last
to occur of any of the following events: (A) Agent ceases to be obligated to
issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit
issued hereunder remains outstanding and uncancelled or (C) all Persons (other
than the applicable Borrower) have been fully reimbursed for all payments made
under or relating to Letters of Credit.

      2.12. Additional Payments. Any sums expended by Agent or any Lender due to
any Borrower's failure to perform or comply with its obligations under this
Agreement or any Other Document including, without limitation, any Borrower's
obligations under Sections 4.2, 4.4, 4.12, 4.13, 4.14 and 6.1 hereof, may be
charged to Borrowers' Account as a Revolving Advance and added to the
Obligations.

      2.13. Manner of Borrowing and Payment.


                                       23
<PAGE>

            (a) Each borrowing of Revolving Advances shall be advanced according
to the applicable Commitment Percentages of Lenders.

            (b) Each payment (including each prepayment) by Borrowers on account
of the principal of and interest on the Revolving Advances, shall be applied to
the Revolving Advances pro rata according to the applicable Commitment
Percentages of Lenders. Except as expressly provided herein, all payments
(including prepayments) to be made by any Borrower on account of principal,
interest and fees shall be made without set off or counterclaim and shall be
made to Agent on behalf of the Lenders to the Payment Office, in each case on or
prior to 1:00 P.M., New York time, in Dollars and in immediately available
funds.

            (c) (i) Notwithstanding anything to the contrary contained in
Sections 2.13(a) and (b) hereof, commencing with the first Business Day
following the Closing Date, each borrowing of Revolving Advances shall be
advanced by Agent and each payment by any Borrower on account of Revolving
Advances shall be applied first to those Revolving Advances advanced by Agent.
On or before 1:00 P.M., New York time, on each Settlement Date commencing with
the first Settlement Date following the Closing Date, Agent and Lenders shall
make certain payments as follows: (I) if the aggregate amount of new Revolving
Advances made by Agent during the preceding Week (if any) exceeds the aggregate
amount of repayments applied to outstanding Revolving Advances during such
preceding Week, then each Lender shall provide Agent with funds in an amount
equal to its applicable Commitment Percentage of the difference between (w) such
Revolving Advances and (x) such repayments and (II) if the aggregate amount of
repayments applied to outstanding Revolving Advances during such Week exceeds
the aggregate amount of new Revolving Advances made during such Week, then Agent
shall provide each Lender with funds in an amount equal to its applicable
Commitment Percentage of the difference between (y) such repayments and (z) such
Revolving Advances.

                  (ii) Each Lender shall be entitled to earn interest at the
applicable Revolving Interest Rate on outstanding Advances which it has funded.

                  (iii) Promptly following each Settlement Date, Agent shall
submit to each Lender a certificate with respect to payments received and
Advances made during the Week immediately preceding such Settlement Date. Such
certificate of Agent shall be conclusive in the absence of manifest error.

            (d) If any Lender or Participant (a "benefited Lender") shall at any
time receive any payment of all or part of its Advances, or interest thereon, or
receive any Collateral in respect thereof (whether voluntarily or involuntarily
or by set-off) in a greater proportion than any such payment to and Collateral
received by any other Lender, if any, in respect of such other Lender's
Advances, or interest thereon, and such greater proportionate payment or receipt
of Collateral is not expressly permitted hereunder, such benefited Lender shall
purchase for cash from the other Lenders a participation in such portion of each
such other Lender's Advances, or shall provide such other Lender with the
benefits of any such Collateral, or the proceeds thereof, as shall be necessary
to cause such benefited Lender to share the excess payment or benefits of such
Collateral or proceeds ratably with each of the other Lenders; provided,
however, that if all or any portion of such excess payment or benefits is
thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. Each Lender so purchasing a portion of another
Lender's Advances may exercise all rights of payment (including, without
limitation, rights of set-off) with respect to such portion as


                                       24
<PAGE>

fully as if such Lender were the direct holder of such portion.

            (e) Unless Agent shall have been notified by telephone, confirmed in
writing, by any Lender that such Lender will not make the amount which would
constitute its applicable Commitment Percentage of the Advances available to
Agent, Agent may (but shall not be obligated to) assume that such Lender shall
make such amount available to Agent on the next Settlement Date and, in reliance
upon such assumption, make available to Borrowers a corresponding amount. Agent
will promptly notify Borrowers of its receipt of any such notice from a Lender.
If such amount is made available to Agent on a date after such next Settlement
Date, such Lender shall pay to Agent on demand an amount equal to the product of
(i) the daily average Federal Funds Rate (computed on the basis of a year of 360
days) during such period as quoted by Agent, times (ii) such amount, times (iii)
the number of days from and including such Settlement Date to the date on which
such amount becomes immediately available to Agent. A certificate of Agent
submitted to any Lender with respect to any amounts owing under this paragraph
(e) shall be conclusive, in the absence of manifest error. If such amount is not
in fact made available to Agent by such Lender within three (3) Business Days
after such Settlement Date, Agent shall be entitled to recover such an amount,
with interest thereon at the rate per annum then applicable to such Revolving
Advances hereunder, on demand from Borrowers; provided, however, that Agent's
right to such recovery shall not prejudice or otherwise adversely affect
Borrowers' rights (if any) against such Lender.

      2.14. Use of Proceeds. Borrowers shall apply the proceeds of Advances to
(i) repay existing indebtedness owed to Exiting Lender, (ii) to consummate the
Acquisition, (iii) pay fees and expenses relating to this transaction, and (iv)
to provide for their working capital needs.

      2.15. Defaulting Lender.

            (a) Notwithstanding anything to the contrary contained herein, in
the event any Lender (x) has refused (which refusal constitutes a breach by such
Lender of its obligations under this Agreement) to make available its portion of
any Advance or (y) notifies either Agent or Borrowing Agent that it does not
intend to make available its portion of any Advance (if the actual refusal would
constitute a breach by such Lender of its obligations under this Agreement)
(each, a "Lender Default"), all rights and obligations hereunder of such Lender
(a "Defaulting Lender") as to which a Lender Default is in effect and of the
other parties hereto shall be modified to the extent of the express provisions
of this Section 2.15 while such Lender Default remains in effect.

            (b) Advances shall be incurred pro rata from Lenders
("Non-Defaulting Lenders") which are not Defaulting Lenders based on their
respective Commitment Percentages, and no Commitment Percentage of any Lender or
any pro rata share of any Advances required to be advanced by any Lender shall
be increased as a result of such Lender Default. Amounts received in respect of
principal of any type of Advances shall be applied to reduce the applicable
Advances of each Lender pro rata based on the aggregate of the outstanding
Advances of that type of all Lenders at the time of such application; provided,
that, such amount shall not be applied to any Advances of a Defaulting Lender at
any time when, and to the extent that, the aggregate amount of Advances of any
Non-Defaulting Lender exceeds such Non-Defaulting Lender's Commitment Percentage
of all Advances then outstanding.

            (c) A Defaulting Lender shall not be entitled to give instructions
to Agent or to approve, disapprove, consent to or vote on any matters relating
to this Agreement and the Other Documents. All amendments, waivers and other
modifications of this Agreement and the Other


                                       25
<PAGE>

Documents may be made without regard to a Defaulting Lender and, for purposes of
the definition of "Required Lenders", a Defaulting Lender shall be deemed not to
be a Lender and not to have Advances outstanding.

            (d) Other than as expressly set forth in this Section 2.15, the
rights and obligations of a Defaulting Lender (including the obligation to
indemnify Agent) and the other parties hereto shall remain unchanged. Nothing in
this Section 2.15 shall be deemed to release any Defaulting Lender from its
obligations under this Agreement and the Other Documents, shall alter such
obligations, shall operate as a waiver of any default by such Defaulting Lender
hereunder, or shall prejudice any rights which any Borrower, Agent or any Lender
may have against any Defaulting Lender as a result of any default by such
Defaulting Lender hereunder.

            (e) In the event a Defaulting Lender retroactively cures to the
satisfaction of Agent the breach which caused a Lender to become a Defaulting
Lender, such Defaulting Lender shall no longer be a Defaulting Lender and shall
be treated as a Lender under this Agreement.

III. INTEREST AND FEES.

      3.1. Interest. Interest on Advances shall be payable in arrears on the
first day of each month with respect to Domestic Rate Loans and, with respect to
Eurodollar Rate Loans, at the end of each Interest Period. Interest charges
shall be computed on the actual principal amount of Advances (other than
outstanding Letters of Credit) outstanding during the month (the "Monthly
Advances") at a rate per annum equal to the applicable Revolving Interest Rate.
Whenever, subsequent to the date of this Agreement, the Alternate Base Rate is
increased or decreased, the applicable Revolving Interest Rate for Domestic Rate
Loans shall be similarly changed without notice or demand of any kind by an
amount equal to the amount of such change in the Alternate Base Rate during the
time such change or changes remain in effect. The Eurodollar Rate shall be
adjusted with respect to Eurodollar Rate Loans without notice or demand of any
kind on the effective date and to the extent of any change in the Reserve
Percentage as of such effective date. Upon and after the occurrence of an Event
of Default and during the continuation thereof, the Obligations shall bear
interest at the Revolving Interest Rate plus two hundred (200) basis points per
annum, as applicable ("Default Rate").

      3.2. Letter of Credit Fees.

            (a) Borrowers shall pay (x) to Agent, for the benefit of Lenders,
fees for each Letter of Credit for the period from and excluding the date of
issuance of same to and including the date of expiration or termination, equal
to the average daily face amount of each outstanding Letter of Credit multiplied
by the Eurodollar Applicable Margin per annum, such fees to be calculated on the
basis of a 360-day year for the actual number of days elapsed and to be payable
monthly in arrears on the first day of each month and on the last day of the
Term and (y) to the Issuer, any and all fees and expenses as agreed upon by the
Issuer and the Borrowing Agent in connection with any Letter of Credit,
including, without limitation, in connection with the opening, amendment or
renewal of any such Letter of Credit and any acceptances created thereunder and
shall reimburse Agent for any and all fees and expenses, if any, paid by Agent
to the Issuer (all of the foregoing fees, the "Letter of Credit Fees"). All such
charges shall be deemed earned in full on the date when the same are due and
payable hereunder and shall not be subject to rebate or proration upon the
termination of this Agreement for any reason. Any such charge in effect at the
time of a particular transaction shall be the charge for that transaction,
notwithstanding any subsequent change in the


                                       26
<PAGE>

Issuer's prevailing charges for that type of transaction. All Letter of Credit
Fees payable hereunder shall be deemed earned in full on the date when the same
are due and payable hereunder and shall not be subject to rebate or proration
upon the termination of this Agreement for any reason.

            (b) Upon the occurrence and during the continuance of an Event of
Default or upon the termination of this Agreement, upon demand, Borrowers will
cause cash to be deposited and maintained in an account with Agent, as cash
collateral, in an amount equal to 105% of the outstanding Letters of Credit, and
each Borrower hereby irrevocably authorizes Agent, in its discretion, on such
Borrower's behalf and in such Borrower's name, to open such an account and to
make and maintain deposits therein, or in an account opened by such Borrower, in
the amounts required to be made by such Borrower, out of the proceeds of
Receivables or other Collateral or out of any other funds of such Borrower
coming into any Lender's possession at any time. Agent will invest such cash
collateral (less applicable reserves) in such short-term money-market items as
to which Agent and such Borrower mutually agree and the net return on such
investments shall be credited to such account and constitute additional cash
collateral. No Borrower may withdraw amounts credited to any such account except
upon payment and performance in full of all Obligations and termination of this
Agreement.

      3.3. Fees.

            (a) Facility Fee. If, for any month during the Term, the average
daily unpaid balance of the Revolving Advances and the average daily outstanding
balance Letters of Credit for each day of such month does not equal the Maximum
Loan Amount, then Borrowers shall pay to Agent, for the ratable benefit of
Lenders, a fee at a rate equal to 0.375% per annum on the amount by which the
Maximum Loan Amount exceeds such average daily unpaid balance. Such fee shall be
payable to Agent in arrears on the last Business Day of each month.

            (b) Collateral Evaluation Fee. Borrowers shall pay Agent a
collateral evaluation fee equal to $3,500 per month commencing on the first day
of the month following the Closing Date and on the first day of each month
thereafter during the Term. The collateral evaluation fee shall be deemed earned
in full on the date when same is due and payable hereunder and shall not be
subject to rebate or proration upon termination of this Agreement for any
reason.

            (c) Closing Fee. Borrowers shall pay to Agent a $500,000
non-refundable closing fee on the Closing Date ("Closing Fee"), less amounts
previously paid by Borrowers to Agent.

            (d) Collateral Monitoring Fee. Borrowers shall pay to Agent on the
first day of each month following any month in which Agent performs any
collateral monitoring, a collateral monitoring fee in an amount equal to $750
per day for each person performing such examination or analysis, plus all costs
and disbursements actually incurred by Agent in the performance of such
examination or analysis.

      3.4. Computation of Interest and Fees. Interest and fees hereunder shall
be computed on the basis of a year of 360 days and for the actual number of days
elapsed. If any payment to be made hereunder becomes due and payable on a day
other than a Business Day, the due date thereof shall be extended to the next
succeeding Business Day and interest thereon shall be payable at the applicable
Revolving Interest Rate during such extension.


                                       27
<PAGE>

      3.5. Maximum Charges. In no event whatsoever shall interest and other
charges charged hereunder exceed the highest rate permissible under law. In the
event interest and other charges as computed hereunder would otherwise exceed
the highest rate permitted under law, such excess amount shall be first applied
to any unpaid principal balance owed by Borrowers, and if the then remaining
excess amount is greater than the previously unpaid principal balance, Lenders
shall promptly refund such excess amount to Borrowers and the provisions hereof
shall be deemed amended to provide for such permissible rate.

      3.6. Increased Costs. In the event that any applicable law, treaty or
governmental regulation, or any change therein or in the interpretation or
application thereof, or compliance by any Lender (for purposes of this Section
3.6, the term "Lender" shall include Agent or any Lender and any corporation or
bank controlling Agent or any Lender) and the office or branch where Agent or
any Lender (as so defined) makes or maintains any Eurodollar Rate Loans with any
request or directive (whether or not having the force of law) from any central
bank or other financial, monetary or other authority, shall:

            (a) subject Agent or any Lender to any tax of any kind whatsoever
with respect to this Agreement or any Other Document or change the basis of
taxation of payments to Agent or any Lender of principal, fees, interest or any
other amount payable hereunder or under any Other Documents (except for changes
in the rate of tax on the overall net income of Agent or any Lender);

            (b) impose, modify or hold applicable any reserve, special deposit,
assessment or similar requirement against assets held by, or deposits in or for
the account of, advances or loans by, or other credit extended by, any office of
Agent or any Lender, including (without limitation) pursuant to Regulation D of
the Board of Governors of the Federal Reserve System; or

            (c) impose on Agent or any Lender or the London interbank Eurodollar
market any other condition with respect to this Agreement or any Other Document;

and the result of any of the foregoing is to increase the cost to Agent or any
Lender of making, renewing or maintaining its Advances hereunder by an amount
that Agent or such Lender deems to be material or to reduce the amount of any
payment (whether of principal, interest or otherwise) in respect of any of the
Advances by an amount that Agent or such Lender deems to be material, then, in
any case Borrowers shall promptly pay Agent or such Lender, upon its demand,
such additional amount as will compensate Agent or such Lender for such
additional cost or such reduction, as the case may be, provided that the
foregoing shall not apply to increased costs which are reflected in the
Eurodollar Rate, as the case may be. Agent or such Lender shall certify the
amount of such additional cost or reduced amount to Borrowers, and such
certification shall be conclusive absent manifest error.

      3.7. Basis For Determining Eurodollar Interest Rate Inadequate or Unfair.
In the event that Agent or any Lender shall have determined that reasonable
means do not exist for ascertaining the Eurodollar Rate applicable pursuant to
Section 2.2 hereof for any Interest Period; then Agent shall give Borrowing
Agent prompt written, telephonic or telegraphic notice of such determination. If
such notice is given, (i) any such requested Eurodollar Rate Loan shall be made
as a Domestic Rate Loan, unless Borrowing Agent shall notify Agent no later than
10:00 a.m. (New York City time) two (2) Business Days prior to the date of such
proposed borrowing, that its request for such borrowing shall be cancelled or
made as an unaffected type of Eurodollar Rate Loan, (ii) any Domestic Rate Loan
or Eurodollar Rate Loan which was to have been converted to an affected type


                                       28
<PAGE>

of Eurodollar Rate Loan shall be continued as or converted into a Domestic Rate
Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m. (New
York City time) two (2) Business Days prior to the proposed conversion, shall be
maintained as an unaffected type of Eurodollar Rate Loan, and (iii) any
outstanding affected Eurodollar Rate Loans shall be converted into a Domestic
Rate Loan, or, if Borrowing Agent shall notify Agent, no later than 10:00 a.m.
(New York City time) two (2) Business Days prior to the last Business Day of the
then current Interest Period applicable to such affected Eurodollar Rate Loan,
shall be converted into an unaffected type of Eurodollar Rate Loan, on the last
Business Day of the then current Interest Period for such affected Eurodollar
Rate Loans. Until such notice has been withdrawn, Lenders shall have no
obligation to make an affected type of Eurodollar Rate Loan or maintain
outstanding affected Eurodollar Rate Loans and no Borrower shall have the right
to convert a Domestic Rate Loan or an unaffected type of Eurodollar Rate Loan
into an affected type of Eurodollar Rate Loan.

      3.8 Capital Adequacy.

            (a) In the event that Agent or any Lender shall have determined that
any applicable law, rule, regulation or guideline 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 compliance by Agent or any
Lender (for purposes of this Section 3.8, the term "Lender" shall include Agent
or any Lender and any corporation or bank controlling Agent or any Lender) and
the office or branch where Agent or any Lender makes or maintains any Eurodollar
Rate Loans with any request or directive regarding capital adequacy (whether or
not having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on Agent's
or any Lender's capital as a consequence of its obligations hereunder to a level
below that which Agent or such Lender could have achieved but for such adoption,
change or compliance (taking into consideration Agent's and each Lender's
policies with respect to capital adequacy) by an amount deemed by Agent or any
Lender to be material, then, from time to time, Borrowers shall pay upon demand
to Agent or such Lender such additional amount or amounts as will compensate
Agent or such Lender for such reduction. In determining such amount or amounts,
Agent or such Lender may use any reasonable averaging or attribution methods.
The protection of this Section 3.8 shall be available to Agent and each Lender
regardless of any possible contention of invalidity or inapplicability with
respect to the applicable law, regulation or condition.

            (b) A certificate of Agent or such Lender setting forth such amount
or amounts as shall be necessary to compensate Agent or such Lender with respect
to Section 3.8(a) hereof when delivered to Borrowers shall be conclusive absent
manifest error. Such certificate shall be delivered to Borrowing Agent within
sixty (60) days of Agent or any Lender determining any such amount or amounts.

IV. COLLATERAL: GENERAL TERMS

      4.1. Security Interest in the Collateral. To secure the prompt payment and
performance to Agent and each Lender of the Obligations, each Borrower hereby
assigns, pledges and grants to Agent for its benefit and for the ratable benefit
of each Lender a continuing security interest in and to all of its Collateral,
whether now owned or existing or hereafter acquired or arising and wheresoever
located. Each Borrower shall mark its books and records as may be necessary or
appropriate to evidence, protect and perfect Agent's security interest and shall
cause its financial statements to reflect such security interest.


                                       29
<PAGE>

      4.2. Perfection of Security Interest. Each Borrower shall take all action
that may be necessary or desirable, or that Agent may request, so as at all
times to maintain the validity, perfection, enforceability and priority of
Agent's security interest in the Collateral or to enable Agent to protect,
exercise or enforce its rights hereunder and in the Collateral, including, but
not limited to, (i) immediately discharging all Liens other than Permitted
Encumbrances, (ii) at Agent's request and using reasonable best efforts to
obtain, landlords' or mortgagees' lien waivers, (iii) upon Agent's request,
delivering to Agent, endorsed or accompanied by such instruments of assignment
as Agent may specify, and stamping or marking, in such manner as Agent may
specify, any and all chattel paper, instruments, letters of credits and advices
thereof and documents evidencing or forming a part of the Collateral, (iv)
entering into warehousing, lockbox and other custodial arrangements satisfactory
to Agent, and (v) executing and delivering financing statements, instruments of
pledge, mortgages, notices and assignments, in each case in form and substance
satisfactory to Agent, relating to the creation, validity, perfection,
maintenance or continuation of Agent's security interest under the Uniform
Commercial Code or other applicable law. Agent is hereby authorized to file
financing statements signed by Agent instead of Borrower in accordance with
Section 9-402(2) of the UCC . All charges, expenses and fees Agent may incur in
doing any of the foregoing, and any local taxes relating thereto, shall be
charged to Borrowers' Account as a Revolving Advance of a Domestic Rate Loan and
added to the Obligations, or, at Agent's option, shall be paid to Agent for the
ratable benefit of Lenders immediately upon demand.

      4.3. Disposition of Collateral and Other Assets. Each Borrower will
safeguard and protect all Collateral for Agent's general account and make no
disposition thereof whether by sale, lease or otherwise except as permitted
pursuant to Section 7.1 and the disposition or transfer of obsolete and worn-out
Equipment in the ordinary course of such Borrower's business.

      4.4. Preservation of Collateral. Following the occurrence of a Default or
Event of Default, in addition to the rights and remedies set forth in Section
11.1 hereof, Agent: (a) may at any time take such steps as Agent deems necessary
to protect Agent's interest in and to preserve the Collateral, including the
hiring of such security guards or the placing of other security protection
measures as Agent may deem appropriate; (b) may employ and maintain at any of
any Borrower's premises a custodian who shall have full authority to do all acts
necessary to protect Agent's interests in the Collateral; (c) may lease
warehouse facilities to which Agent may move all or part of the Collateral; (d)
may use any Borrower's owned or leased lifts, hoists, trucks and other
facilities or equipment for handling or removing the Collateral; and (e) shall
have, and is hereby granted, a right of ingress and egress to the places where
the Collateral is located, and may proceed over and through any of Borrower's
owned or leased property. Each Borrower shall cooperate fully with all of
Agent's efforts to preserve the Collateral and will take such actions to
preserve the Collateral as Agent may direct. All of Agent's expenses of
preserving the Collateral, including any expenses relating to the bonding of a
custodian, shall be charged to Borrowers' Account as a Revolving Advance of a
Domestic Rate Loan and added to the Obligations.

      4.5. Ownership of Collateral. With respect to the Collateral, at the time
the Collateral becomes subject to Agent's security interest: (a) each Borrower
shall be the sole owner of and fully authorized and able to sell, transfer,
pledge and/or grant a first priority security interest in each and every item of
the its respective Collateral to Agent; and, except for Permitted Encumbrances
the Collateral shall be free and clear of all Liens and encumbrances whatsoever;
(b) each document and agreement executed by each Borrower or delivered to Agent
or any Lender in connection with this Agreement shall be true and correct in all
respects; (c) all signatures and endorsements of each


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<PAGE>

Borrower that appear on such documents and agreements shall be genuine and each
Borrower shall have full capacity to execute same; and (d) each Borrower's
Equipment and Inventory shall be located as set forth on Schedule 4.5 and shall
not be removed from such location(s) without the prior written consent of Agent
except with respect to the sale of Inventory in the ordinary course of business,
Equipment to the extent permitted in Section 4.3 hereof and goods considered to
be mobile goods under the UCC.

      4.6. Defense of Agent's and Lenders' Interests. Until (a) payment and
performance in full of all of the Obligations and (b) termination of this
Agreement, Agent's interests in the Collateral shall continue in full force and
effect. During such period no Borrower shall, without Agent's prior written
consent, pledge, sell (except Inventory in the ordinary course of business and
Equipment to the extent permitted in Section 4.3 hereof), assign, transfer,
create or suffer to exist a Lien upon or encumber or allow or suffer to be
encumbered in any way except for Permitted Encumbrances, any part of the
Collateral. Each Borrower shall defend Agent's interests in the Collateral
against any and all Persons whatsoever. At any time following the occurrence and
during the continuance of an Event of Default and demand by Agent for payment of
all Obligations, Agent shall have the right to take possession of the indicia of
the Collateral and the Collateral in whatever physical form contained, including
without limitation: labels, stationery, documents, instruments and advertising
materials. If Agent exercises this right to take possession of the Collateral,
Borrowers shall, upon demand, assemble it in the best manner possible and make
it available to Agent at a place reasonably convenient to Agent. In addition,
with respect to all Collateral, Agent and Lenders shall be entitled to all of
the rights and remedies set forth herein and further provided by the Uniform
Commercial Code or other applicable law. Each Borrower shall, and Agent may, at
its option, instruct all suppliers, carriers, forwarders, warehousers or others
receiving or holding cash, checks, Inventory, documents or instruments in which
Agent holds a security interest to deliver same to Agent and/or subject to
Agent's order and if they shall come into any Borrower's possession, they, and
each of them, shall be held by such Borrower in trust as Agent's trustee, and
such Borrower will immediately deliver them to Agent in their original form
together with any necessary endorsement.

      4.7. Books and Records. Each Borrower shall (a) keep proper books of
record and account in which full, true and correct entries will be made of all
dealings or transactions of or in relation to its business and affairs; (b) set
up on its books accruals with respect to all taxes, assessments, charges, levies
and claims; and (c) on a reasonably current basis set up on its books, from its
earnings, allowances against doubtful Receivables, advances and investments and
all other proper accruals (including without limitation by reason of
enumeration, accruals for premiums, if any, due on required payments and
accruals for depreciation, obsolescence, or amortization of properties), which
should be set aside from such earnings in connection with its business. All
determinations pursuant to this subsection shall be made in accordance with, or
as required by, GAAP consistently applied in the opinion of such independent
public accountant as shall then be regularly engaged by Borrowers.

      4.8. Financial Disclosure. Each Borrower hereby irrevocably authorizes and
directs all accountants and auditors employed by such Borrower at any time
during the Term to exhibit and deliver to Agent and each Lender copies of any of
any Borrower's financial statements, trial balances or other accounting records
of any sort in the accountant's or auditor's possession, and to disclose to
Agent and each Lender any information such accountants may have concerning such
Borrower's financial status and business operations. Each Borrower hereby
authorizes all federal, state and municipal authorities to furnish to Agent and
each Lender copies of reports or examinations relating


                                       31
<PAGE>

to such Borrower, whether made by such Borrower or otherwise; however, Agent and
each Lender will attempt to obtain such information or materials directly from
such Borrower prior to obtaining such information or materials from such
accountants or such authorities. Prior to the occurrence of an Event of Default
or Default, Agent shall give Borrowers prior notice of its intention to seek
information under this Section 4.8.

      4.9. Compliance with Laws. Each Borrower shall comply with all acts,
rules, regulations and orders of any legislative, administrative or judicial
body or official applicable to its respective Collateral or any part thereof or
to the operation of such Borrower's business the non-compliance with which could
reasonably be expected to have a Material Adverse Effect on such Borrower. The
Collateral at all times shall be maintained in accordance with the requirements
of all insurance carriers which provide insurance with respect to the Collateral
so that such insurance shall remain in full force and effect.

      4.10. Inspection of Premises. At all reasonable times (and prior to the
occurrence of an Event of Default, with reasonable prior notice to Borrowing
Agent) Agent and each Lender shall have full access to and the right to audit,
check, inspect and make abstracts and copies from each Borrower's books,
records, audits, correspondence and all other papers relating to the Collateral
and the operation of each Borrower's business. Agent, any Lender and their
agents may enter upon any of each Borrower's premises at any time during
business hours and at any other reasonable time, and from time to time, for the
purpose of inspecting the Collateral and any and all records pertaining thereto
and the operation of such Borrower's business.

      4.11. Insurance. Each Borrower shall bear the full risk of any loss of any
nature whatsoever with respect to the Collateral. At each Borrower's own cost
and expense in amounts and with carriers acceptable to Agent, each Borrower
shall (a) keep all its insurable properties and properties in which each
Borrower has an interest insured against the hazards of fire, flood, sprinkler
leakage, those hazards covered by extended coverage insurance and such other
hazards, and for such amounts, as is customary in the case of companies engaged
in businesses similar to such Borrower's including, without limitation, business
interruption insurance; (b) maintain a bond in such amounts as is customary in
the case of companies engaged in businesses similar to such Borrower insuring
against larceny, embezzlement or other criminal misappropriation of insured's
officers and employees who may either singly or jointly with others at any time
have access to the assets or funds of such Borrower either directly or through
authority to draw upon such funds or to direct generally the disposition of such
assets; (c) maintain public and product liability insurance against claims for
personal injury, death or property damage suffered by others; (d) maintain all
such worker's compensation or similar insurance as may be required under the
laws of any state or jurisdiction in which such Borrower is engaged in business;
(e) maintain foreign credit insurance with an annual limit of not less than
$15,000,000 (on terms and with an insurance company acceptable to Agent in its
sole but reasonable discretion); and (f) furnish Agent with (i) copies of all
policies and evidence of the maintenance of such policies by the renewal thereof
at least thirty (30) days before any expiration date, and (ii) appropriate loss
payable endorsements in form and substance satisfactory to Agent, naming Agent
as a co-insured, additional insured and lender's loss payee as its interests may
appear with respect to all insurance coverage referred to in clauses (a) and (c)
above, and providing (A) that all proceeds thereunder shall be payable to Agent,
(B) no such insurance shall be affected by any act or neglect of the insured or
owner of the property described in such policy, and (C) that such policies and
co-insured, additional insured and lender's loss payee clauses may not be
cancelled, amended or terminated unless at least thirty (30) days' prior written
notice is given to Agent. In the event of any loss thereunder, the carriers
named therein hereby are directed by Agent and the


                                       32
<PAGE>

applicable Borrower to make payment for such loss to Agent and not to such
Borrower and Agent jointly. If any insurance losses are paid by check, draft or
other instrument payable to any Borrower and Agent jointly, Agent may endorse
such Borrower's name thereon and do such other things as Agent may deem
advisable to reduce the same to cash. Agent is hereby authorized to adjust and
compromise claims under insurance coverage referred to in clauses (a), (b) and
(e) above. All loss recoveries received by Agent upon any such insurance may be
applied to the Obligations, in such order as Agent in its sole discretion shall
determine. Any surplus shall be paid by Agent to Borrowers or applied as may be
otherwise required by law. Any deficiency thereon shall be paid by Borrowers to
Agent, on demand.

      4.12. Failure to Pay Insurance. If any Borrower fails to obtain insurance
as hereinabove provided, or to keep the same in force, Agent, if Agent so
elects, may obtain such insurance and pay the premium therefor on behalf of such
Borrower, and charge Borrowers' Account therefor as a Revolving Advance of a
Domestic Rate Loan and such expenses so paid shall be part of the Obligations.

      4.13. Payment of Taxes. Each Borrower will pay, when due, all taxes,
assessments and other Charges lawfully levied or assessed upon such Borrower or
any of the Collateral including, without limitation, real and personal property
taxes, assessments and charges and all franchise, income, employment, social
security benefits, withholding, and sales taxes. If any tax by any governmental
authority is or may be imposed on or as a result of any transaction between any
Borrower and Agent or any Lender which Agent or any Lender may be required to
withhold or pay or if any taxes, assessments, or other Charges remain unpaid
after the date fixed for their payment, or if any claim shall be made which, in
Agent's or any Lender's opinion, may possibly create a valid Lien on the
Collateral, Agent may with five (5) days prior notice to Borrowers pay the
taxes, assessments or other Charges and each Borrower hereby indemnifies and
holds Agent and each Lender harmless in respect thereof. Agent will not pay any
taxes, assessments or Charges to the extent that any Borrower has contested or
disputed those taxes, assessments or Charges in good faith, by expeditious
protest, administrative or judicial appeal or similar proceeding provided that
any related tax lien is stayed and sufficient reserves are established to the
satisfaction of Agent to protect Agent's security interest in or Lien on the
Collateral. The amount of any payment by Agent under this Section 4.13 shall be
charged to Borrowers' Account as a Revolving Advance of a Domestic Rate Loan and
added to the Obligations and, until Borrowers shall furnish Agent with an
indemnity therefor (or supply Agent with evidence satisfactory to Agent that due
provision for the payment thereof has been made), Agent may hold without
interest any balance standing to Borrowers' credit and Agent shall retain its
security interest in any and all Collateral held by Agent.

      4.14. Payment of Leasehold Obligations. Each Borrower shall at all times
pay, when and as due, its rental obligations under all leases under which it is
a tenant, and shall otherwise comply, in all material respects, with all other
terms of such leases and keep them in full force and effect and, at Agent's
request will provide evidence of having done so.

      4.15. Receivables.

            (a) Nature of Receivables. Each of the Receivables shall be a bona
fide and valid account representing a bona fide indebtedness incurred by the
Customer therein named, for a fixed sum as set forth in the invoice relating
thereto (provided immaterial or unintentional invoice errors shall not be deemed
to be a breach hereof) with respect to an absolute sale or lease and delivery of
goods upon stated terms of a Borrower, or work, labor or services theretofore
rendered


                                       33
<PAGE>

(except with respect to Domestic Non-Product Receivables) by a Borrower as of
the date each Receivable is created. Same shall be due and owing in accordance
with the applicable Borrower's standard terms of sale without dispute, setoff or
counterclaim except as may be stated on the accounts receivable schedules
delivered by Borrowers to Agent. At Agent's direction following either the
occurrence and continuance of an Event of Default hereunder or upon Agent's
receipt of a notice from Intergraph pursuant to the Standstill Agreement, all
invoices for any Maintenance Receivables shall be solely for Maintenance
Receivables and no other Receivables not constituting Maintenance Receivables
shall be included within such invoice.

            (b) Solvency of Customers. Each Customer, to the best of each
Borrower's knowledge, as of the date each Receivable is created, is and will be
solvent and able to pay all Receivables on which the Customer is obligated in
full when due or with respect to such Customers of any Borrower who are not
solvent such Borrower has set up on its books and in its financial records bad
debt reserves adequate to cover such Receivables.

            (c) Locations of Borrowers. Each Borrower's chief executive office
is located at the addresses set forth on Schedule 4.15(c) hereto. Until written
notice is given to Agent by Borrowing Agent of any other office at which any
Borrower keeps its records pertaining to Receivables, all such records shall be
kept at such executive office.

            (d) Collection of Receivables. Until any Borrower's or any
Subsidiary's authority to do so is terminated by Agent (which notice Agent may
give at any time following the occurrence of an Event of Default or a Default or
when Agent in its sole discretion deems it to be in Lenders' best interest to do
so), each Borrower will, or will cause a Subsidiary, at such Borrower's sole
cost and expense, but on Agent's behalf and for Agent's account, collect as
Agent's property and in trust for Agent all amounts received on Receivables, and
shall not commingle such collections with any Borrower's or Subsidiary's funds
(except with respect to a Subsidiary, at the direction of Agent)) or use the
same except to pay Obligations. Each Borrower shall, upon request, deliver, or
cause a Subsidiary to deliver, to Agent, or deposit in the Blocked Account, in
original form and on the date of receipt thereof, all checks, drafts, notes,
money orders, acceptances, cash and other evidences of Indebtedness.

            (e) Notification of Assignment of Receivables. At any time following
the occurrence of an Event of Default or Default, Agent shall have the right to
send notice of the assignment of, and Agent's security interest in, the
Receivables to any and all Customers or any third party holding or otherwise
concerned with any of the Collateral. Thereafter, Agent shall have the sole
right to collect the Receivables, take possession of the Collateral, or both.
Agent's actual collection expenses, including, but not limited to, stationery
and postage, telephone and telegraph, secretarial and clerical expenses and the
salaries of any collection personnel used for collection, may be charged to
Borrowers' Account and added to the Obligations.

            (f) Power of Agent to Act on Borrowers' Behalf. Agent shall have the
right (but no duty or obligation) to receive, endorse, assign and/or deliver in
the name of Agent or any Borrower, or any Subsidiary, any and all checks, drafts
and other instruments for the payment of money relating to the Receivables, and
each Borrower hereby waives notice of presentment, protest and non-payment of
any instrument so endorsed. Each Borrower hereby constitutes Agent or Agent's
designee as such Borrower's attorney and agent with power (i) to endorse such
Borrower's name upon any notes, acceptances, checks, drafts, money orders or
other evidences of payment or Collateral; (ii) following the occurrence and
during the continuance of an Event of Default, to sign


                                       34
<PAGE>

such Borrower's name on any invoice or bill of lading relating to any of the
Receivables, drafts against Customers, assignments and verifications of
Receivables; (iii) to send verifications of Receivables to any Customer; (iv) to
sign such Borrower's name on all financing statements or any other documents or
instruments deemed necessary or appropriate by Agent to preserve, protect, or
perfect Agent's interest in the Collateral and to file same; (v) following the
occurrence and during the continuance of an Event of Default to demand payment
of the Receivables; (vi) following the occurrence and during the continuance of
an Event of Default to enforce payment of the Receivables by legal proceedings
or otherwise; (vii) following the occurrence and during the continuance of an
Event of Default to exercise all of Borrowers' rights and remedies with respect
to the collection of the Receivables and any other Collateral; (viii) following
the occurrence and during the continuance of an Event of Default to settle,
adjust, compromise, extend or renew the Receivables; (ix) following the
occurrence and during the continuance of an Event of Default to settle, adjust
or compromise any legal proceedings brought to collect Receivables; (x)
following the occurrence and during the continuance of an Event of Default to
prepare, file and sign such Borrower's name on a proof of claim in bankruptcy or
similar document against any Customer; (xi) following the occurrence and during
the continuance of an Event of Default to prepare, file and sign such Borrower's
name on any notice of Lien, assignment or satisfaction of Lien or similar
document in connection with the Receivables; and (xii) following the occurrence
of an Event of Default or Default, to do all other acts and things necessary to
carry out this Agreement. All acts of said attorney and agent or designee are
hereby ratified and approved, and said attorney and agent or designee shall not
be liable for any acts of omission or commission nor for any error of judgment
or mistake of fact or of law, unless done maliciously or with gross (not mere)
negligence; this power being coupled with an interest is irrevocable while any
of the Obligations remain unpaid. Agent shall have the right at any time to
change the address for delivery of mail addressed to any Borrower to such
address as Agent may designate and to receive, open and dispose of all mail
addressed to any Borrower.

            (g) No Liability. Neither Agent nor any Lender shall, under any
circumstances or in any event whatsoever, have any liability for any error or
omission or delay of any kind occurring in the settlement, collection or payment
of any of the Receivables or any instrument received in payment thereof, or for
any damage resulting therefrom. Agent may, without notice or consent from any
Borrower following the occurrence and during the continuance of an Event of
Default or Default, sue upon or otherwise collect, extend the time of payment
of, compromise or settle for cash, credit or upon any terms any of the
Receivables or any other securities, instruments or insurance applicable thereto
and/or release any obligor thereof. Agent is authorized and empowered to accept
the return of the goods represented by any of the Receivables, without notice to
or consent by any Borrower, all without discharging or in any way affecting any
Borrower's liability hereunder.

            (h) Establishment of a Lockbox Account, Dominion Account. All
proceeds of Collateral shall, at the direction of Agent, be deposited by
Borrowers into a lockbox account, dominion account or such other "blocked
account" ("Blocked Accounts") as Agent may require pursuant to an arrangement
with such bank as may be selected by Borrowers and be acceptable to Agent. In
addition, all proceeds of Receivables generated by a Subsidiary of a Borrower
shall, at the direction of Agent, be deposited into a Blocked Account. All
proceeds of Receivables generated by a Subsidiary organized outside of the
United States shall be deposited in the Foreign Blocked Accounts. Amounts in the
excess of $25,000 and Subsidiaries' scheduled working capital requirements (as
delivered to Agent) in the Foreign Blocked Accounts shall be transferred weekly
(or more frequently if required by Agent) into any one or more accounts
designated by Agent.


                                       35
<PAGE>

Borrowers shall, or cause Subsidiaries of a Borrower to, issue to any such bank,
an irrevocable letter of instruction directing said bank to transfer such funds
so deposited to Agent, either to any account maintained by Agent at said bank or
by wire transfer to appropriate account(s) of Agent. All funds deposited in such
Blocked Account shall immediately become the property of Agent and Borrowers
shall, or cause Subsidiaries of a Borrower to, obtain the agreement by such bank
to waive any offset rights against the funds so deposited. Neither Agent nor any
Lender assumes any responsibility for such blocked account arrangement,
including without limitation, any claim of accord and satisfaction or release
with respect to deposits accepted by any bank thereunder. Alternatively, Agent
may establish depository accounts ("Depository Accounts") in the name of Agent
at a bank or banks for the deposit of such funds and Borrowers shall deposit all
proceeds of Collateral, or cause Subsidiaries of a Borrower to deposit all
proceeds of Receivables, or cause same to be deposited, in kind, in such
Depository Accounts of Agent in lieu of depositing same to the Blocked Accounts.

            (i) Adjustments. No Borrower will, without Agent's consent,
compromise or adjust any Receivables (or extend the time for payment thereof) or
accept any returns of merchandise or grant any additional discounts, allowances
or credits thereon except for those compromises, adjustments, returns,
discounts, credits and allowances as have been heretofore customary in the
business of such Borrower.

      4.16. Inventory. To the extent Inventory held for sale or lease has been
produced by any Borrower, it has been and will be produced by such Borrower, to
the extent applicable, in accordance with the Federal Fair Labor Standards Act
of 1938, as amended, and all rules, regulations and orders thereunder.

      4.17. Maintenance of Equipment. The Equipment shall be maintained in good
operating condition and repair (reasonable wear and tear excepted) and all
necessary replacements of and repairs thereto shall be made so that the value
and operating efficiency of the Equipment shall be maintained and preserved. No
Borrower shall use or operate the Equipment in violation of any law, statute,
ordinance, code, rule or regulation.

      4.18. Exculpation of Liability. Nothing herein contained shall be
construed to constitute Agent or any Lender as any Borrower's agent for any
purpose whatsoever (except to the extent necessary, and subject to the terms of
the preamble of this Article IV, for granting and the exercise of any powers of
attorney contained herein), nor shall Agent or any Lender be responsible or
liable for any shortage, discrepancy, damage, loss or destruction of any part of
the Collateral wherever the same may be located and regardless of the cause
thereof. Neither Agent nor any Lender, whether by anything herein or in any
assignment or otherwise, assume any of any Borrower's obligations under any
contract or agreement assigned to Agent or such Lender, and neither Agent nor
any Lender shall be responsible in any way for the performance by any Borrower
of any of the terms and conditions thereof.

      4.19. Environmental Matters.

            (a) Borrowers shall ensure that the Real Property remains in
material compliance with all Environmental Laws and they shall not place or
permit to be placed any Hazardous Substances on any Real Property except as
permitted by applicable law or appropriate governmental authorities.

            (b) Borrowers shall establish and maintain a system to assure and
monitor


                                       36
<PAGE>

continued compliance with all applicable Environmental Laws which system shall
include periodic reviews of such compliance.

            (c) Borrowers shall (i) employ in connection with the use of the
Real Property appropriate technology necessary to maintain compliance with any
applicable Environmental Laws and (ii) dispose of any and all Hazardous Waste
generated at the Real Property only at facilities and with carriers that
maintain valid permits under RCRA and any other applicable Environmental Laws.
Borrowers shall use commercially reasonable efforts to obtain certificates of
disposal, such as hazardous waste manifest receipts, from all treatment,
transport, storage or disposal facilities or operators employed by Borrowers in
connection with the transport or disposal of any Hazardous Waste generated at
the Real Property.

            (d) In the event any Borrower obtains, gives or receives notice of
any Release or threat of Release of a reportable quantity of any Hazardous
Substances at the Real Property (any such event being hereinafter referred to as
a "Hazardous Discharge") or receives any notice of violation, request for
information or notification that it is potentially responsible for investigation
or cleanup of environmental conditions at the Real Property, demand letter or
complaint, order, citation, or other written notice with regard to any Hazardous
Discharge or violation of Environmental Laws affecting the Real Property or any
Borrower's interest therein (any of the foregoing is referred to herein as an
"Environmental Complaint") from any Person, including any state agency
responsible in whole or in part for environmental matters in the state in which
the Real Property is located or the United States Environmental Protection
Agency (any such person or entity hereinafter the "Authority"), then Borrowing
Agent shall, within five (5) Business Days, give written notice of same to Agent
detailing facts and circumstances of which any Borrower is aware giving rise to
the Hazardous Discharge or Environmental Complaint. Such information is to be
provided to allow Agent to protect its security interest in the Real Property
and the Collateral and is not intended to create nor shall it create any
obligation upon Agent or any Lender with respect thereto.

            (e) Borrowers shall promptly forward to Agent copies of any request
for information, notification of potential liability, demand letter relating to
potential responsibility with respect to the investigation or cleanup of
Hazardous Substances at any other site owned, operated or used by any Borrower
to dispose of Hazardous Substances and shall continue to forward copies of
correspondence between any Borrower and the Authority regarding such claims to
Agent until the claim is settled. Borrowers shall promptly forward to Agent
copies of all documents and reports concerning a Hazardous Discharge at the Real
Property that any Borrower is required to file under any Environmental Laws.
Such information is to be provided solely to allow Agent to protect Agent's
security interest in the Real Property and the Collateral.

            (f) Borrowers shall respond promptly to any Hazardous Discharge or
Environmental Complaint and take all necessary action in order to safeguard the
health of any Person and to avoid subjecting the Collateral or Real Property to
any Lien. If any Borrower shall fail to respond promptly to any Hazardous
Discharge or Environmental Complaint or any Borrower shall fail to comply with
any of the requirements of any Environmental Laws, Agent on behalf of Lenders
may, but without the obligation to do so, for the sole purpose of protecting
Agent's interest in Collateral: (A) give such notices or (B) enter onto the Real
Property (or authorize third parties to enter onto the Real Property) and take
such actions as Agent (or such third parties as directed by Agent) deem
reasonably necessary or advisable, to clean up, remove, mitigate or otherwise
deal with any such Hazardous Discharge or Environmental Complaint. All
reasonable costs and expenses


                                       37
<PAGE>

incurred by Agent and Lenders (or such third parties) in the exercise of any
such rights, including any sums paid in connection with any judicial or
administrative investigation or proceedings, fines and penalties, together with
interest thereon from the date expended at the Default Rate for Domestic Rate
Loans constituting Revolving Advances shall be paid upon demand by Borrowers,
and until paid shall be added to and become a part of the Obligations secured by
the Liens created by the terms of this Agreement or any other agreement between
Agent, any Lender and any Borrower.

            (g) Promptly upon the written request of Agent from time to time,
Borrowers shall provide Agent, at Borrowers' expense, with an environmental site
assessment or environmental audit report prepared by an environmental
engineering firm acceptable in the reasonable opinion of Agent, to assess with a
reasonable degree of certainty the existence of a Hazardous Discharge and the
potential costs in connection with abatement, cleanup and removal of any
Hazardous Substances found on, under, at or within the Real Property. Any report
or investigation of such Hazardous Discharge proposed and acceptable to an
appropriate Authority that is charged to oversee the clean-up of such Hazardous
Discharge shall be acceptable to Agent. If such estimates, individually or in
the aggregate, exceed $100,000, Agent shall have the right to require Borrowers
to post a bond, letter of credit or other security reasonably satisfactory to
Agent to secure payment of these costs and expenses.

            (h) Borrowers shall defend and indemnify Agent and Lenders and hold
Agent, Lenders and their respective employees, agents, directors and officers
harmless from and against all loss, liability, damage and expense, claims,
costs, fines and penalties, including attorney's fees, suffered or incurred by
Agent or Lenders under or on account of any Environmental Laws and arising out
of or relating to Borrowers or any of the Real Property, including, without
limitation, the assertion of any Lien thereunder, with respect to any Hazardous
Discharge, the presence of any Hazardous Substances affecting the Real Property,
whether or not the same originates or emerges from the Real Property or any
contiguous real estate, including any loss of value of the Real Property as a
result of the foregoing except to the extent such loss, liability, damage and
expense is attributable to any Hazardous Discharge resulting from actions on the
part of Agent or any Lender. Borrowers' obligations under this Section 4.19
shall arise upon the discovery of the presence of any Hazardous Substances at
the Real Property, whether or not any federal, state, or local environmental
agency has taken or threatened any action in connection with the presence of any
Hazardous Substances. Borrowers' obligation and the indemnifications hereunder
shall survive the termination of this Agreement.

            (i) For purposes of Section 4.19 and 5.7, all references to Real
Property shall be deemed to include all of Borrowers' right, title and interest
in and to its owned and leased premises.

      4.20. Financing Statements. Except for the financing statements filed by
Agent and the financing statements described on Schedule 1.2, no financing
statement covering any of the Collateral or any proceeds thereof is on file in
any public office.

V. REPRESENTATIONS AND WARRANTIES.

      Each Borrower represents and warrants as follows:

      5.1. Authority. Each Borrower has full power, authority and legal right to
enter into this Agreement and the Other Documents and to perform all its
respective Obligations hereunder and


                                       38
<PAGE>

thereunder. This Agreement and the Other Documents constitute the legal, valid
and binding obligation of such Borrower enforceable in accordance with their
terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights
generally. The execution, delivery and performance of this Agreement and of the
Other Documents (a) are within such Borrower's corporate or organizational
powers, have been duly authorized, are not in contravention of law or the terms
of such Borrower's by-laws, operating agreement, certificate of formation or
other applicable documents relating to such Borrower's formation or to the
conduct of such Borrower's business or of any material agreement or undertaking
to which such Borrower is a party or by which such Borrower is bound, and (b)
will not conflict with nor result in any breach in any of the provisions of or
constitute a default under or result in the creation of any Lien except
Permitted Encumbrances upon any asset of such Borrower under the provisions of
any agreement, charter document, instrument, by-law, or other instrument to
which such Borrower is a party or by which it or its property may be bound.

      5.2. Formation and Qualification.

            (a) Each Borrower is duly incorporated and in good standing under
the laws of the state listed on Schedule 5.2(a) and is qualified to do business
and is in good standing in the states listed on Schedule 5.2(a) which constitute
all states in which qualification and good standing are necessary for such
Borrower to conduct its business and own its property and where the failure to
so qualify could reasonably be expected to have a Material Adverse Effect on
such Borrower. Each Borrower has delivered to Agent true and complete copies of
its certificate of incorporation and by-laws and will promptly notify Agent of
any amendment or changes thereto.

            (b) The only Subsidiaries of each Borrower and the capital structure
of the Subsidiaries whose ownership interest is being pledged to Agent hereunder
are listed on Schedule 5.2(b).

      5.3. Survival of Representations and Warranties. All representations and
warranties of such Borrower contained in this Agreement and the Other Documents
to which it is a party shall be true at the time of such Borrower's execution of
this Agreement and the Other Documents, and shall survive the execution,
delivery and acceptance thereof by the parties thereto and the closing of the
transactions described therein or related thereto.

      5.4. Tax Returns. Each Borrower's federal tax identification number is set
forth on Schedule 5.4. Each Borrower has filed all federal, state and local tax
returns and other reports each is required by law to file and has paid all
taxes, assessments, fees and other governmental charges that are due and
payable. Federal, state and local income tax returns of each Borrower have been
examined and reported upon by the appropriate taxing authority or closed by
applicable statute and satisfied for all fiscal years prior to and including the
fiscal year ending December 31, 1998. The provision for taxes on the books of
each Borrower are adequate for all years not closed by applicable statutes, and
for its current fiscal year, and no Borrower has any knowledge of any deficiency
or additional assessment in connection therewith not provided for on its books.

      5.5. Financial Statements.

            (a) The pro forma balance sheet of Bentley on a consolidated basis
("Pro Forma Balance Sheet") furnished to Agent on the Closing Date reflects the
consummation of the transactions contemplated by the Acquisition Agreement and
under this Agreement


                                       39
<PAGE>

("Transactions") and fairly presents the financial condition of Borrowers on a
consolidated basis as of October 31, 2000 after giving effect to the
Transactions, and has been prepared in accordance with GAAP, consistently
applied. The Pro Forma Balance Sheet has been certified as fairly presented in
all material respects by the President and Chief Financial Officer of Bentley.
All financial statements referred to in this subsection 5.5(a), including the
related schedules and notes thereto, have been prepared, in accordance with
GAAP, except as may be disclosed in such financial statements.

            (b) The twelve-month cash flow projections of Borrowers on a
consolidated basis and their projected balance sheets as of the Closing Date
provided to Agent ("Projections") were prepared by the Chief Financial Officer
of Bentley, are based on underlying assumptions which provide a reasonable basis
for the projections contained therein and reflect Borrowers' judgment based on
present circumstances of the most likely set of conditions and course of action
for the projected period. The cash flow Projections together with the Pro Forma
Balance Sheet, are referred to as the "Pro Forma Financial Statements".

            (c) The consolidated and consolidating balance sheets of Bentley and
its Subsidiaries and such other Persons described therein (including the
accounts of all Subsidiaries for the respective periods during which a
subsidiary relationship existed) as of October 31, 2000, and the related
statements of income, changes in stockholder's equity, and changes in cash flow
for the period ended on such date, copies of which have been delivered to Agent,
have been prepared in accordance with GAAP, consistently applied (except for
changes in application in which such accountants concur) and present fairly the
financial position of the Borrowers and their Subsidiaries at such date and the
results of their operations for such period. Since October 31, 2000 there has
been no change in the condition, financial or otherwise, of Borrowers or their
Subsidiaries as shown on the consolidated balance sheet as of such date and no
change in the aggregate value of machinery, equipment and Real Property owned by
Borrowers and their respective Subsidiaries, except changes in the ordinary
course of business, none of which individually or in the aggregate has been
materially adverse.

      5.6. Corporate Name. No Borrower has been known by any other corporate
name in the past five years and does not sell Inventory under any other name
except as set forth on Schedule 5.6, nor has any Borrower been the surviving
corporation of a merger or consolidation or acquired all or substantially all of
the assets of any Person during the preceding five (5) years.

      5.7. O.S.H.A. and Environmental Compliance.

            (a) Each Borrower has duly complied with, and its facilities,
business, assets, property, leaseholds and Equipment are in compliance in all
material respects with, the provisions of the Federal Occupational Safety and
Health Act, the Environmental Protection Act, RCRA and all other Environmental
Laws; there have been no outstanding citations, notices or orders of
non-compliance issued to any Borrower or relating to its business, assets,
property, leaseholds or Equipment under any such laws, rules or regulations.

            (b) Each Borrower has been issued all required federal, state and
local licenses, certificates or permits relating to all applicable Environmental
Laws.

            (c) (i) There are no visible signs of releases, spills, discharges,
leaks or disposal (collectively referred to as "Releases") of Hazardous
Substances at, upon, under or within any Real


                                       40
<PAGE>

Property or any premises leased by any Borrower; (ii) to the best of Borrowers'
knowledge there are no underground storage tanks or polychlorinated biphenyls on
the Real Property or any premises leased by any Borrower; (iii) to the best of
Borrowers' knowledge neither the Real Property nor any premises leased by any
Borrower has ever been used as a treatment, storage or disposal facility of
Hazardous Waste; and (iv) no Hazardous Substances are present on the Real
Property or any premises leased by any Borrower, excepting such quantities as
are handled in accordance with all applicable manufacturer's instructions and
governmental regulations and in proper storage containers and as are necessary
for the operation of the commercial business of any Borrower or of its tenants.

      5.8. Solvency; No Litigation, Violation, Indebtedness or Default.

            (a) Both prior to and after giving effect to the Transactions
(including the making of the initial Advances), Borrowers are and will be
solvent, able to pay their debts as they mature, have capital sufficient to
carry on their business and all businesses in which they are about to engage,
and (i) as of the Closing Date, the fair present saleable value of their assets,
calculated on a going concern basis, is in excess of the amount of their
liabilities and (ii) subsequent to the Closing Date, the fair saleable value of
their assets (calculated on a going concern basis) will be in excess of the
amount of their liabilities.

            (b) Except as disclosed in Schedule 5.8(b), no Borrower has (i) any
pending or threatened litigation, arbitration, actions or proceedings which
involve the possibility of having a Material Adverse Effect on such Borrower,
and (ii) any liabilities or indebtedness for borrowed money other than the
Obligations.

            (c) No Borrower is in violation of any applicable statute,
regulation or ordinance in any respect which could reasonably be expected to
have a Material Adverse Effect on such Borrower, nor is any Borrower in
violation of any order of any court, governmental authority or arbitration board
or tribunal.

            (d) No Borrower nor any member of the Controlled Group maintains or
contributes to any Plan other than those listed on Schedule 5.8(d) hereto. No
Borrower nor any member of the Controlled Group maintains or has ever maintained
a Plan which is subject to the minimum funding requirements of Part 3 of
Subtitle B of Title I of ERISA or subject to Section 412 of the Code. No
Borrower nor any member of the Controlled Group contributes to or is obligated
to contribute to, or has ever contributed to or been obligated to contribute to,
a Multiemployer Plan. Except as set forth in Schedule 5.8(d), (i) each Plan
which is intended to be a qualified plan under Section 401(a) of the Code as
currently in effect has been determined by the Internal Revenue Service to be
qualified under Section 401(a) of the Code (or is within the remedial amendment
period for making any required changes to comply with Section 401(a) of the
Code) and the trust related thereto is exempt from federal income tax under
Section 501(a) of the Code, (ii) no Plan has been terminated by the plan
administrator thereof, (iii) no Plan has been terminated by the plan
administrator thereof; (iv) no Borrower nor any member of the Controlled Group
has breached any of the responsibilities, obligations or duties imposed on it by
ERISA with respect to any Plan so as to result in any Material Adverse Effect,
(v) no Borrower nor any member of a Controlled Group has incurred any liability
for any excise tax arising under Section 4972 or 4980B of the Code, and no fact
exists which could give rise to any such liability, (vi) no Borrower nor any
member of the Controlled Group nor any fiduciary of, nor any trustee to, any
Plan, has engaged in a "prohibited transaction" described in Section 406 of the
ERISA or Section 4975 of the Code for which a


                                       41
<PAGE>

statutory, administrative, or regulatory exemption is not available, (vii) each
Borrower and each member of the Controlled Group has made all contributions due
and payable with respect to each Plan, and (viii) no Borrower nor any member of
the Controlled Group has any fiduciary responsibility for investments with
respect to any plan existing for the benefit of persons other than employees or
former employees of any Borrower and any member of the Controlled Group.

      5.9. Patents, Trademarks, Copyrights and Licenses. All patents, patent
applications, trademarks, trademark applications, service marks, service mark
applications, copyrights, copyright applications, design rights, tradenames,
assumed names, trade secrets and licenses owned or utilized by any Borrower are
set forth on Schedule 5.9, are valid and have been duly registered or filed with
all appropriate governmental authorities if such registration or filing is
required for the operation of Borrowers' business or to protect Borrowers'
interest in such property, and constitute all of the intellectual property
rights which are necessary for the operation of its business; to the best of
Borrowers' knowledge there is no objection to or pending challenge to the
validity of any such patent, trademark, copyright, design right, tradename,
trade secret or license and no Borrower is aware of any grounds for any
challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent
application, patent license, trademark, trademark application, trademark
license, service mark, service mark application, service mark license, design
right, copyright, copyright application and copyright license owned or held by
any Borrower and all trade secrets used by any Borrower consist of original
material or property developed by such Borrower or was lawfully acquired by such
Borrower from the proper and lawful owner thereof. Each of such items has been
maintained so as to preserve the value thereof from the date of creation or
acquisition thereof. Borrower is in possession of all source and object codes
related to each piece of software or is the beneficiary of a source code escrow
agreement listed on Schedule 5.9 hereto.

      5.10. Licenses and Permits. Except as set forth in Schedule 5.10, each
Borrower (a) is in compliance with and (b) has procured and is now in possession
of, all material licenses or permits required by any applicable federal, state,
provincial or local law or regulation for the operation of its business in each
jurisdiction wherein it is now conducting or proposes to conduct business and
where the failure to procure such licenses or permits could have a Material
Adverse Effect on such Borrower.

      5.11. Default of Indebtedness. No Borrower is in default in the payment of
the principal of or interest on any Indebtedness for borrowed money or under any
instrument or agreement under or subject to which any such Indebtedness has been
issued and no event has occurred under the provisions of any such instrument or
agreement which with or without the lapse of time or the giving of notice, or
both, constitutes or would constitute an event of default thereunder.

      5.12. No Default. No Borrower is in default in the payment or performance
of any of its contractual obligations, the result of which would result in a
Material Adverse Effect.

      5.13. No Burdensome Restrictions. No Borrower is party to any contract or
agreement the performance of which could have a Material Adverse Effect on such
Borrower. No Borrower has agreed or consented to cause or permit in the future
(upon the happening of a contingency or otherwise) any of its property, whether
now owned or hereafter acquired, to be subject to a Lien which is not a
Permitted Encumbrance.

      5.14. No Labor Disputes. No Borrower is involved in any labor dispute;
there are no strikes or walkouts or union organization of any Borrower's
employees threatened or in existence


                                       42
<PAGE>

and no labor contract is scheduled to expire during the Term other than as set
forth on Schedule 5.14 hereto.

      5.15. Margin Regulations. No Borrower is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending
credit for the purpose of "purchasing" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U or
Regulation G of the Board of Governors of the Federal Reserve System as now and
from time to time hereafter in effect. No part of the proceeds of any Advance
will be used for "purchasing" or "carrying" "margin stock" as defined in
Regulation U of such Board of Governors.

      5.16. Investment Company Act. No Borrower is an "investment company"
registered or required to be registered under the Investment Company Act of
1940, as amended, nor is it controlled by such a company.

      5.17. Disclosure. No representation or warranty made by any Borrower in
this Agreement or in the Acquisition Agreement, or in any financial statement,
report, certificate or any other document furnished in connection herewith or
therewith contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements herein or therein not misleading.

      5.18. Delivery of Acquisition Agreement. Agent has received complete
copies of the Acquisition Agreement (including all exhibits, schedules and
disclosure letters referred to therein or delivered pursuant thereto, if any)
and all amendments thereto, waivers relating thereto and other side letters or
agreements affecting the terms thereof. None of such documents and agreements
has been amended or supplemented, nor have any of the provisions thereof been
waived, except pursuant to a written agreement or instrument which has
heretofore been delivered to Agent.

      5.19. Swaps. No Borrower is a party to, nor will it be a party to, any
swap agreement whereby such Borrower has agreed or will agree to swap interest
rates or currencies unless same provides that damages upon termination following
an event of default thereunder are payable on an unlimited "two-way basis"
without regard to fault on the part of either party.

      5.20. Conflicting Agreements. No provision of any mortgage, indenture,
contract, agreement, judgment, decree or order binding on any Borrower or
affecting the Collateral conflicts with, or requires any Consent which has not
already been obtained to, or would in any way prevent the execution, delivery or
performance of, the terms of this Agreement or the Other Documents.

      5.21. Application of Certain Laws and Regulations. No Borrower nor any
Affiliate of any Borrower is subject to any statute, rule or regulation which
regulates the incurrence of any Indebtedness, including without limitation,
statutes or regulations relative to common or interstate carriers or to the sale
of electricity, gas, steam, water, telephone, telegraph or other public utility
services.

      5.22. Business and Property of Borrowers. Upon and after the Closing Date,
Borrowers do not propose to engage in any business other than as conducted as of
the Closing Date and activities necessary to conduct the foregoing. On the
Closing Date, each Borrower will own all the property and possess all of the
rights and Consents necessary for the conduct of the business of such Borrower
as conducted on the Closing Date.


                                       43
<PAGE>

      5.23. Section 20 Subsidiaries. Borrowers do not intend to use and shall
not use any portion of the proceeds of the Advances, directly or indirectly, to
purchase during the underwriting period, or for 30 days thereafter, Ineligible
Securities being underwritten by a Section 20 Subsidiary.

      5.24. Foreign Subsidiary Income. All EBITDA (other than amounts necessary
to maintain minimum working capital requirements) generated by each Subsidiary
of a Borrower organized outside of the United States included within the
consolidated financial statements for Bentley has been properly repatriated to
Bentley and to the best of Borrowers' knowledge, does not result in adverse tax
consequences of implied dividends to Borrowers and there are no restrictions
under the laws of any country that could limit the ability of such Subsidiary to
deliver such amount to Bentley. To the best of Borrowers' knowledge, should any
adverse tax consequences result from such repatriation, such tax consequences
will be mitigated by related foreign tax credits.

VI. AFFIRMATIVE COVENANTS.

      Each Borrower shall, until payment in full of the Obligations and
termination of this Agreement:

      6.1. Payment of Fees. Pay to Agent on demand all usual and customary fees
and expenses which Agent incurs in connection with (a) the forwarding of Advance
proceeds and (b) the establishment and maintenance of any Blocked Accounts or
Depository Accounts as provided for in Section 4.15(h). Agent may, without
making demand, charge Borrowers' Account for all such fees and expenses.

      6.2. Conduct of Business and Maintenance of Existence and Assets. (a)
Conduct continuously and operate actively its business according to good
business practices and maintain all of its properties useful or necessary in its
business in good working order and condition (reasonable wear and tear excepted
and except as may be disposed of in accordance with the terms of this
Agreement), including, without limitation, all licenses, patents, copyrights,
design rights, tradenames, trade secrets and trademarks and take all actions
necessary to enforce and protect the validity of any intellectual property right
or other right included in the Collateral; (b) keep in full force and effect its
existence and comply in all material respects with the laws and regulations
governing the conduct of its business where the failure to do so could
reasonably be expected to have a Material Adverse Effect on such Borrower; and
(c) make all such reports and pay all such franchise and other taxes and license
fees and do all such other acts and things as may be lawfully required to
maintain its rights, licenses, leases, powers and franchises under the laws of
the United States or any political subdivision thereof.

      6.3. Violations. Promptly notify Agent in writing of any violation of any
law, statute, regulation or ordinance of any Governmental Body, or of any agency
thereof, applicable to any Borrower which could reasonably be expected to have a
Material Adverse Effect on any Borrower.

      6.4. Government Receivables. Upon Agent's request at any time and from
time to time, take all steps necessary to protect Agent's interest in the
Collateral under the Federal Assignment of Claims Act or other applicable state
or local statutes or ordinances and deliver to Agent appropriately endorsed, any
instrument or chattel paper connected with any Receivable arising out of
contracts between any Borrower and the United States, any state or any
department, agency or instrumentality of any of them; provided, however,
Borrowers shall assign all of their rights in and to Receivables in excess of
$50,000 due from a Customer that is the United States, any state or any


                                       44
<PAGE>

department, agency or instrumentality of any of them.

      6.5. Fixed Charge Coverage Ratio. Maintain at all times a Fixed Charge
Coverage Ratio of not less than 1.20 to 1.

      6.6. Execution of Supplemental Instruments. Execute and deliver to Agent
from time to time, upon Agent's reasonable request, such supplemental
agreements, statements, assignments and transfers, or instructions or documents
relating to the Collateral, and such other instruments as Agent may request, in
order that the full intent of this Agreement may be carried into effect.

      6.7. Payment of Indebtedness. Pay, discharge or otherwise satisfy at or
before maturity (subject, where applicable, to specified grace periods and, in
the case of the trade payables, to normal payment practices) all its obligations
and liabilities of whatever nature, except when the failure to do so could not
reasonably be expected to have a Material Adverse Effect or when the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and each Borrower shall have provided for such reserves as Agent may
reasonably deem proper and necessary, subject at all times to any applicable
subordination arrangement in favor of Lenders.

      6.8. Standards of Financial Statements. Cause all financial statements
referred to in Sections 9.6, 9.7, 9.8, 9.9, 9.10, 9.11 and 9.12 as to which GAAP
is applicable to fairly present in all material respects (subject, in the case
of interim financial statements, to normal year-end audit adjustments) and to be
prepared in reasonable detail and in accordance with GAAP applied consistently
throughout the periods reflected therein (except as concurred in by such
reporting accountants or officer, as the case may be, and disclosed therein).

      6.9. Exercise of Rights. Enforce all of the payment obligations and the
offset provisions contained in the Acquisition Agreement, and pursue all
remedies available to it with diligence and in good faith in connection with the
enforcement of any such rights, and after the occurrence and during the
continuance of an Event of Default, at Agent's direction.

      6.10. Future Acquired Companies. Borrowers shall cause all Future Acquired
Companies organized in the United States to become a Borrower under this
Agreement (including, without limitation, pursuant to Section 7.1(a)), pledge or
shall cause to be pledged all capital stock or other equity interests in such
Future Acquired Company owned by such Borrower to Agent pursuant to a Stock
Pledge Agreement, shall cause such Future Acquired Company to grant to Agent a
first priority (subject to certain Permitted Encumbrances) perfected security
interest in all of such Future Acquired Company's property, and shall cause each
Future Acquired Company to execute and deliver to Agent the Future Acquired
Company Loan Documents.

      6.11. Guarantors' Net Worth. Borrowers shall cause Guarantors to maintain,
in the aggregate, a net worth of at least $15,000,000, exclusive of Guarantors'
ownership interest in Borrowers or any of their Subsidiaries.

      6.12. Performance Bonds. Borrowers shall promptly provide notice to Agent
of : (a) their intention to obtain any performance bond in excess of $1,000,000;
and (b) their intention of having outstanding performance bonds in excess of
$5,000,000 in the aggregate at any one time.

VII. NEGATIVE COVENANTS.


                                       45
<PAGE>

      No Borrower shall, until satisfaction in full of the Obligations and
termination of this Agreement:

      7.1. Merger, Consolidation, Acquisition and Sale of Assets.

            (a) Enter into any merger, consolidation or other reorganization
with or into any other Person or acquire all or a substantial portion of the
assets or stock of any Person or permit any other Person to consolidate with or
merge with it. Notwithstanding the foregoing, a Borrower may make Qualified
Acquisitions and so long as Borrowers have Undrawn Availability in excess of
$4,000,000 after giving effect to such acquisition, acquire the remaining
capital stock of GEOPAK so long as GEOPAK becomes a Borrower hereunder pursuant
to Section 7.11. Notwithstanding the foregoing, no Receivables of a Future
Acquired Company shall be included within the calculation of the Formula Amount
until such time as Agent has conducted its collateral audit and examination with
respect to such Person and Agent is satisfied with the results of such audit and
examination (as determined in Agent's sole and absolute discretion).

            (b) Sell, lease, transfer or otherwise dispose of any of its
properties or assets, except as provided in Section 4.3 or to another Borrower.

      7.2. Creation of Liens. Create or suffer to exist any Lien or transfer
upon or against any of its property or assets or its Subsidiaries' (direct or
indirect) property or assets now owned or hereafter acquired, except Permitted
Encumbrances.

      7.3. Guarantees. Be or become liable upon the obligations of any Person by
assumption, endorsement or guaranty thereof or otherwise (other than to Lenders)
except (a) as disclosed on Schedule 7.3, (b) the endorsement of checks in the
ordinary course of business, (c) guarantees with respect to performance bonds
made in the ordinary course of business, up to an aggregate amount of $4,000,000
for any one performance bond or $7,000,000 at any one time outstanding for all
performance bonds, (d) guarantees made in the ordinary course of business, up to
an aggregate amount of $1,000,000 at any one time outstanding; and (e)
guarantees of Indebtedness of another Borrower or Subsidiary permitted
hereunder.

      7.4. Investments. Purchase or acquire obligations or stock of, or any
other interest in any Person or enter into a joint venture, partnership
agreement or other similar arrangement, except (a) obligations issued or
guaranteed by the United States of America or any agency thereof, (b) commercial
paper with maturities of not more than 180 days and a published rating of not
less than A-1 or P-1 (or the equivalent rating), (c) certificates of time
deposit and bankers' acceptances having maturities of not more than 180 days and
repurchase agreements backed by United States government securities of a
commercial bank if (i) such bank has a combined capital and surplus of at least
$500,000,000, or (ii) its debt obligations, or those of a holding company of
which it is a Subsidiary, are rated not less than A (or the equivalent rating)
by a nationally recognized investment rating agency, (d) U.S. money market funds
that invest solely in obligations issued or guaranteed by the United States of
America or an agency thereof, (e) as permitted under Section 7.1, (f)
investments existing as of the Closing shown on Schedule 7.4 attached hereto,
and (g) so long as no Default or Event of Default has occurred and is continuing
or would result after giving effect to such investment and so long as Borrowers
have Undrawn Availability in excess of $4,000,000 after giving effect to such
investment, investments in Persons in the ordinary course of Borrowers' business
in an amount not in excess of $2,000,000 in any one or more related transactions
and in excess of $5,000,000 in the aggregate for all such investments during any
one (1) fiscal year (less the


                                       46
<PAGE>

cash portion of all Qualified Acquisition during such fiscal year).

      7.5. Loans. Make or have outstanding advances, loans or extensions of
credit to any Person, including without limitation, any Parent, Subsidiary or
Affiliate except with respect to (a) loans to its employees in the ordinary
course of business not to exceed the aggregate amount of $100,000 at any time
outstanding, or in the case of loans to employees for tax obligations related
solely to Bentley stock options, not to exceed the aggregate amount of
$1,000,000 at any time outstanding, (b) advances, loans, or extensions of credit
by a Borrower to any Subsidiary or any Affiliate not to exceed the aggregate
amount to all such Persons of $500,000 at any time outstanding, (c) loans and
advances existing as of the Closing Date or contemplated to be made for tax
obligations with respect to the warrants issued to certain Guarantors, and in
each case shown on Schedule 7.5 attached hereto, and (d) loans or advances by a
Borrower to another Borrower.

      7.6. Capital Expenditures. Contract for, purchase or make any expenditure
or commitments for fixed or capital assets (including capitalized leases) except
for (a) such expenditures in any fiscal year in an aggregate amount for all
Borrowers not exceeding $3,000,000; and (b) those expenditures related to their
VIECON internet initiative to the extent funded from contributions of cash
equity received by Borrowers from the Closing Date through and including March
31, 2001.

      7.7. Dividends. Declare, pay or make any dividend or distribution on any
shares of the common stock or preferred stock of or membership interest in any
Borrower (other than dividends or distributions payable in its stock, or
split-ups or reclassifications of its stock) or apply any of its funds, property
or assets to the purchase, redemption or other retirement of any common or
preferred stock of or membership interest in, or any options to purchase or
acquire any such shares of common or preferred stock or membership interest in
of any Borrower except with respect to (a) so long as no Default or Event of
Default has occurred and is continuing or would result after giving effect to
such redemption and so long as Borrowers have Undrawn Availability in excess of
$4,000,000 after giving effect to such redemption, payment of any redemption
amount of any preferred stock and series C common stock in accordance with the
terms of such stock and (b) the purchase of stock from employees who are no
longer employed by Borrowers.

      7.8. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness for borrowed money with respect to a Borrower or cause or permit to
exist any Indebtedness for borrowed money with respect to any Subsidiary of a
Borrower, except in respect of (i) Indebtedness to Lenders; (ii) Indebtedness
incurred for capital expenditures permitted under Section 7.6 hereof, (iii)
Seller Debt in connection with Qualified Acquisitions, (iv) Intergraph Debt and
(v) Indebtedness existing as of the Closing Date and shown on Schedule 5.8(b).

      7.9. Nature of Business. Substantially change, or permit a Subsidiary to
substantially change, the nature of the business in which it is presently
engaged.

      7.10. Transactions with Affiliates. Directly or indirectly, purchase,
acquire or lease any property from, or sell, transfer or lease any property to,
or otherwise deal or have outstanding with, any Affiliate (other to another
Borrower), except transactions in the ordinary course of business, on an
arm's-length basis on terms no less favorable than terms which would have been
obtainable from a Person other than an Affiliate.

      7.11 Subsidiaries. Form any Subsidiary unless (i) such Subsidiary, if it
is organized within


                                       47
<PAGE>

the United States, expressly joins in this Agreement as a Borrower and becomes
jointly and severally liable for the obligations of Borrowers hereunder, under
the Notes, and under any other agreement between any Borrower and Lenders, (ii)
Agent shall have received all documents, including legal opinions, it may
reasonably require to establish compliance with each of the foregoing
conditions, and (iii) if a direct Subsidiary of a Borrower, Agent receives a
pledge of such Borrower's ownership interests, in amount equal to 100% if such
subsidiary is organized within the United States and 66% if such Subsidiary is
organized outside of the United States.

      7.12 Fiscal Year and Accounting Changes. Without Agent's prior written
consent (which consent shall not be unreasonably withheld), change its fiscal
year from December 31st or make any change (i) in accounting treatment and
reporting practices except as permitted by GAAP or (ii) in tax reporting
treatment except as permitted by law.

      7.13 Pledge of Credit. Now or hereafter pledge Agent's or any Lender's
credit on any purchases or for any purpose whatsoever or use any portion of any
Advance in or for any business other than such Borrower's business as conducted
on the date of this Agreement.

      7.14 Amendment of Organizational Documents. Amend, modify or waive any
material term or material provision of its Articles of Incorporation,
Certificate of Formation, Operating Agreement, By-Laws or other organizational
document unless required by law, if such amendment could have an adverse effect
on such Borrower.

      7.15 Compliance with ERISA. (i) (x) Maintain, or permit any member of the
Controlled Group to maintain, or (y) become obligated to contribute, or permit
any member of the Controlled Group to become obligated to contribute, to any
Plan which is subject to the minimum funding requirements of Part 3 of Subtitle
B of Title I of ERISA or subject to Section 412 of the Code, (ii) engage, or
permit any member of the Controlled Group to engage, in any non-exempt
"prohibited transaction", as that term is defined in section 406 of ERISA and
Section 4975 of the Code, (iii) assume, or permit any member of the Controlled
Group to assume, any obligation to contribute to any Multiemployer Plan and (iv)
fail to comply, or permit a member of the Controlled Group to fail to comply,
with the requirements of ERISA or the Code or other applicable laws in respect
of any Plan so as to result in any Material Adverse Effect.

      7.16 Prepayment of Indebtedness. At any time, directly or indirectly,
prepay any Indebtedness for borrowed money (other than to Lenders), or
repurchase, redeem, retire or otherwise acquire any such Indebtedness of any
Borrower.

      7.17 Intergraph Note. At any time, directly or indirectly, pay, prepay,
repurchase, redeem, retire or otherwise acquire, or make any payment on account
of any principal of, interest on or premium payable in connection with the
repayment or redemption of the Intergraph Note, except as expressly permitted by
the terms of the Intergraph Note as in effect on the Closing Date. Borrowers
shall make no payments under the Intergraph Note (a) upon the occurrence and
continuance of an Event of Default or Default or (b) if immediately after giving
such effect to such payment, Borrowers' Undrawn Availability is less than
$2,000,000.

      7.18 Other Agreements. Enter into any material amendment, waiver or
modification of the Acquisition Agreement or any related agreements.

      7.19 Executive Bonuses. Make any payment for bonuses under the 20% special
bonus


                                       48
<PAGE>

pool if (a) an Event of Default or Default has occurred and is continuing or
would result after giving effect to such payment or (b) Borrowers' Undrawn
Availability immediately after giving effect to such payment is less than
$2,000,000.

VIII. CONDITIONS PRECEDENT.

      8.1. Conditions to Initial Advances. The agreement of Lenders to make the
initial Advances requested to be made on the Closing Date is subject to the
satisfaction, or waiver by Lenders, immediately prior to or concurrently with
the making of such Advances, of the following conditions precedent (each
satisfactory to Agent in its sole and absolute discretion):

            (a) Agreement and Note. Agent shall have received this Agreement,
the Notes, each duly executed and delivered by an authorized officer of each
Borrower;

            (b) Collateral Documents, Filings, Registrations and Recordings.
Upon filing each document (including, without limitation, any Uniform Commercial
Code financing statement) required by this Agreement, any related agreement or
under law or reasonably requested by the Agent to be filed, registered or
recorded, Agent shall have, on behalf of Lenders, a perfected first priority
security interest in and lien upon the Collateral (subject to certain Permitted
Encumbrances);

            (c) Corporate Proceedings of Borrowers. Agent shall have received a
copy of the resolutions in form and substance reasonably satisfactory to Agent,
of the Board of Directors or Managing Members (as applicable) of each Borrower
authorizing (i) the execution, delivery and performance of this Agreement, the
Notes, the Mortgage, the Warrant, the Intellectual Property Documents, any
related agreements, and the Acquisition Agreement (collectively, the
"Documents") and (ii) the granting by each Borrower of the security interests in
and liens upon the Collateral in each case certified by the Secretary or an
Assistant Secretary (or other appropriate officer) of each Borrower as of the
Closing Date; and, such certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded as of the date
of such certificate;

            (d) Incumbency Certificates of Borrowers. Agent shall have received
a certificate of the Secretary or an Assistant Secretary (or other appropriate
officer) of each Borrower, dated the Closing Date, as to the incumbency and
signature of the officers of each Borrower executing this Agreement, any
certificate or other documents to be delivered by it pursuant hereto, together
with evidence of the incumbency of such Secretary or Assistant Secretary (or
other appropriate officer);

            (e) Corporate Proceedings of BSI Netherlands and BSI Australia.
Agent shall have received a copy of the resolutions in form and substance
reasonably satisfactory to Agent, of the Board of Directors of each of BSI
Netherlands and BSI Australia authorizing the execution, delivery and
performance of the such Person's Stock Pledge Document certified by the
Secretary or an Assistant Secretary (or other appropriate officer) of such
Person as of the Closing Date; and, such certificate shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded as of the date of such certificate;

            (f) Incumbency Certificates of BSI Netherlands and BSI Australia.
Agent shall have received a certificate of the Secretary or an Assistant
Secretary (or other appropriate officer) of each of BSI Australia and BSI
Netherlands, dated the Closing Date, as to the incumbency and signature of the
officers of such Person executing such Person's respective Stock Pledge
Document,


                                       49
<PAGE>

any certificate or other documents to be delivered by it pursuant hereto,
together with evidence of the incumbency of such Secretary or Assistant
Secretary (or other appropriate officer);

            (g) Organizational Documents. Agent shall have received a copy of
the Articles or Certificate of Incorporation or Certificate of Formation of each
Borrower and each of BSI Netherlands and BSI Australia, and all amendments
thereto, certified by the Secretary of State or other appropriate official of
its jurisdiction of incorporation together with copies of the By-Laws or
Operating Agreement of each Borrower and each Guarantor and all agreements of
each Borrower's and each Guarantor's shareholders certified as accurate and
complete by the Secretary of each Borrower and such Guarantor;

            (h) Good Standing Certificates. Agent shall have received good
standing certificates for each Borrower dated not more than thirty (30) days
prior to the Closing Date, issued by the Secretary of State or other appropriate
official of each Borrower's jurisdiction of incorporation or formation and each
jurisdiction where the conduct of each Borrower's business activities or the
ownership of its properties necessitates qualification;

            (i) Legal Opinion. Agent shall have received the executed legal
opinions of Drinker Biddle & Reath LLP which shall cover such matters incident
to the transactions contemplated by this Agreement, the Notes, the Warrant, the
Acquisition Agreement (relying with approval, upon any opinion received from
Intergraph's legal counsel) and related agreements as Agent may reasonably
require;

            (j) No Litigation. (i) No litigation, investigation or proceeding
before or by any arbitrator or Governmental Body shall be continuing or
threatened against any Borrower or against the officers or directors of any
Borrower (A) in connection with the Other Documents or any of the transactions
contemplated thereby and which, in the reasonable opinion of Agent, is deemed
material or (B) which could, in the reasonable opinion of Agent, have a Material
Adverse Effect; and (ii) no injunction, writ, restraining order or other order
of any nature materially adverse to any Borrower or the conduct of its business
or inconsistent with the due consummation of the Transactions shall have been
issued by any Governmental Body;

            (k) Collateral Examination. Agent shall have completed Collateral
examinations, asset based field audits and received appraisals, the results of
which shall be satisfactory in form and substance to Agent and Lenders, of the
Receivables, Inventory, General Intangibles, Real Property and Equipment of each
Borrower and all books and records in connection therewith;

            (l) Fees. Agent shall have received all fees payable to Agent and
Lenders on or prior to the Closing Date pursuant to Article III hereof
(including the Closing Fee);

            (m) Pro Forma Financial Statements. Agent shall have received a copy
of the Pro Forma Financial Statements which shall be satisfactory in all
respects to Lenders;

            (n) Acquisition Documents. Agent shall have received final executed
copies of the Acquisition Agreement and all related agreements, documents and
instruments as in effect on the Closing Date and the transactions contemplated
by such documentation shall be consummated prior to the making of the initial
Advance;

            (o) Insurance. Agent shall have received in form and substance
satisfactory to


                                       50
<PAGE>

Agent: (i) certified copies of Borrowers' casualty insurance policies, together
with loss payable endorsements on Agent's standard form of lender's loss payee
endorsement naming Agent as lender's loss payee, and certified copies of
Borrowers' liability insurance policies, together with endorsements naming Agent
as an additional insured and (ii) certified copies of Borrowers' foreign credit
insurance policies, together with an assignment of the proceeds of such
insurance;

            (p) Payment Instructions. Agent shall have received written
instructions from Borrowers directing the application of proceeds of the initial
Advances made pursuant to this Agreement;

            (q) Blocked Accounts. Agent shall have received duly executed
agreements establishing the Blocked Accounts or Depository Accounts with
financial institutions acceptable to Agent for the collection or servicing of
the Receivables and proceeds of the Collateral;

            (r) Consents. Agent shall have received any and all Consents
necessary to permit the effectuation of the transactions contemplated by this
Agreement and the Other Documents; and, Agent shall have received such Consents
and waivers of such third parties as might assert claims with respect to the
Collateral, as Agent and its counsel shall deem necessary;

            (s) No Adverse Material Change. (i) since December 31, 1999, there
shall not have occurred any event, condition or state of facts which could
reasonably be expected to have a Material Adverse Effect and (ii) no
representations made or information supplied to Agent shall have been proven to
be inaccurate or misleading in any material respect;

            (t) Mortgage Documents. Agent shall have received in form and
substance satisfactory to Agent the executed Mortgage Documents;

            (u) Intergraph Note Documentation. Agent shall have received final
executed copies of the Intergraph Note and all related documents, instrument,
and agreements which shall contain such terms and provisions satisfactory to
Agent;

            (v) Security Agreements and Other Documents. Agent shall have
received (i) the executed Other Documents, (ii) the executed Warrant, (iii) the
executed Stock Pledge Documents along with the all original Bentley Pledged
Stock and stock powers for the Bentley Pledged Stock duly endorsed in blank, and
(iv) the executed Intellectual Property Documents, all in form and substance
satisfactory to Agent;

            (w) Intergraph Agent shall have received the executed Standstill
Agreement and a no offset agreement from Intergraph, each in form and substance
satisfactory to Agent.

            (x) Contract Review. Agent shall have reviewed all material
contracts of Borrowers including, without limitation, leases, union contracts,
labor contracts, vendor supply contracts, license agreements and distributorship
agreements and such contracts and agreements shall be satisfactory in all
respects to Agent;

            (y) Closing Certificate. Agent shall have received a closing
certificate signed by the Chief Financial Officer of each Borrower dated as of
the date hereof, stating that (i) all representations and warranties set forth
in this Agreement and the Other Documents are true and correct on and as of such
date, (ii) Borrowers are on such date in compliance with all the terms and


                                       51
<PAGE>

provisions set forth in this Agreement and the Other Documents, (iii) on such
date no Default or Event of Default has occurred or is continuing, and (iv) all
of the conditions set forth in this Article VIII have been satisfied;

            (z) Borrowing Base. Agent shall have received evidence from
Borrowers that the aggregate amount of Eligible Receivables is sufficient in
value and amount to support Advances in the amount requested by Borrowers on the
Closing Date;

            (aa) Undrawn Availability. After giving effect to the initial
Advances hereunder (including for this purpose all costs, fees and expenses
incurred in connection with this transaction and Acquisition), Borrowers shall
have Undrawn Availability of at least $4,000,000;

            (bb) Equity Investment. Agent shall have received evidence
(satisfactory to Agent in its sole but reasonable discretion) that Bentley
received either (i) an additional $7,500,000 contribution of cash equity or (ii)
$7,500,000 in mezzanine financing (upon terms and conditions acceptable to Agent
in its sole but reasonable discretion);

            (cc) Guaranty Agreements. Agent shall have received the Guaranty
Agreements executed by each Guarantor and an Irrevocable Standby Letter of
Credit issued in favor of Agent, for the ratable benefit of Lender (in form and
substance satisfactory to Agent), from a financial institution acceptable to
Agent (in its sole discretion).

            (dd) Personal Financial Statements. Agent shall have received and
reviewed (to its satisfaction) Guarantor's personal financial statements (in
form and substance satisfactory to Agent); and

            (ee) Other. All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the Transactions shall be
satisfactory in form and substance to Agent and its counsel.

            8.2. Conditions to Each Advance. The agreement of Lenders to make
any Advance requested to be made on any date (including, without limitation, the
initial Advance), is subject to the satisfaction of the following conditions
precedent as of the date such Advance is made:

            (a) Representations and Warranties. Each of the representations and
warranties made by any Borrower in or pursuant to this Agreement and any related
agreements to which it is a party, and each of the representations and
warranties contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this Agreement or
any related agreement shall be true and correct in all material respects on and
as of such date as if made on and as of such date;

            (b) No Default. No Event of Default or Default shall have occurred
and be continuing on such date, or would exist after giving effect to the
Advances requested to be made, on such date and, in the case of the initial
Advance, after giving effect to the consummation of the transactions
contemplated by the Acquisition Agreement; provided, however that Lenders, in
their sole discretion, may continue to make Advances notwithstanding the
existence of an Event of Default or Default and that any Advances so made shall
not be deemed a waiver of any such Event of Default or Default; and


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<PAGE>

            (c) Maximum Advances. In the case of any Advances requested to be
made, after giving effect thereto, the aggregate Advances shall not exceed the
maximum amount of Advances permitted under Section 2.1 hereof.

Each request for an Advance by any Borrower hereunder shall constitute a
representation and warranty by each Borrower as of the date of such Advance that
the conditions contained in this subsection shall have been satisfied.

IX. INFORMATION AS TO BORROWER AND GUARANTORS.

      Each Borrower shall, until satisfaction in full of the Obligations and the
termination of this Agreement:

      9.1. Disclosure of Material Matters. Immediately upon learning thereof,
report to Agent all matters materially affecting Borrowers or a Subsidiary of a
Borrower, or the value, enforceability or collectibility of any portion of the
Collateral including, without limitation, any Borrower's reclamation or
repossession of, or the return to any Borrower of, a material amount of goods or
claims or disputes asserted by any Customer or other obligor.

      9.2. Schedules. Deliver to Agent on or before the fifteenth (15th) day of
each month as and for the prior month (a) accounts receivable agings, and (b)
accounts payable schedules. Borrowers shall deliver to Agent on not less than a
monthly basis, a Borrowing Base Certificate (which shall be calculated as of the
last day of each calendar month and which shall not be binding upon Agent or
restrictive of Agent's rights under this Agreement). In addition, each Borrower
will deliver to Agent at such intervals as Agent may require: (i) confirmatory
assignment schedules, (ii) copies of Customer's invoices, (iii) evidence of
shipment or delivery, and (iv) such further schedules, documents and/or
information regarding the Collateral as Agent may require including, without
limitation, trial balances and test verifications. Agent shall have the right to
confirm and verify all Receivables by any manner and through any medium it
considers advisable and do whatever it may deem reasonably necessary to protect
its interests hereunder and prior to the occurrence of an Event of Default or
Default, Borrowing Agent shall have the right to have a representative present
during such verification. The items to be provided under this Section are to be
in form satisfactory to Agent and executed by each Borrower and delivered to
Agent from time to time solely for Agent's convenience in maintaining records of
the Collateral, and any Borrower's failure to deliver any of such items to Agent
shall not affect, terminate, modify or otherwise limit Agent's Lien with respect
to the Collateral.

      9.3. Environmental Reports. Furnish Agent, concurrently with the delivery
of the financial statements referred to in Sections 9.6 and 9.7, with a
certificate signed by the President or Managing Member (as applicable) of each
Borrower stating, to the best of his knowledge, that each Borrower is in
compliance in all material respects with all federal, state and local laws
relating to environmental protection and control and occupational safety and
health. To the extent any Borrower is not in compliance with the foregoing laws,
the certificate shall set forth with specificity all areas of non-compliance and
the proposed action such Borrower will implement in order to achieve full
compliance.

      9.4. Litigation. Promptly notify Agent in writing of any litigation, suit
or administrative proceeding affecting any Borrower, whether or not the claim is
covered by insurance, and of any suit or administrative proceeding, which in any
such case could reasonably be expected to have a


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<PAGE>

Material Adverse Effect on any Borrower.

      9.5. Material Occurrences. Promptly notify Agent in writing upon the
occurrence of (a) any Event of Default or Default; (b) any event, development or
circumstance whereby any financial statements or other reports furnished to
Agent fail in any material respect to present fairly, in accordance with GAAP
consistently applied, the financial condition or operating results of any
Borrowers on a consolidated basis as of the date of such statements; (c) each
and every default by any Borrower which might result in the acceleration of the
maturity of any funded Indebtedness, in excess of $250,000 including the names
and addresses of the holders of such Indebtedness with respect to which there is
a default existing or with respect to which the maturity has been or could be
accelerated, and the amount of such Indebtedness; and (d) any other development
in the business or affairs of any Borrower which could reasonably be expected to
have a Material Adverse Effect; in each case describing the nature thereof and
the action Borrowers propose to take with respect thereto.

      9.6. Annual Financial Statements. Furnish Agent within one hundred twenty
(120) days after the end of each fiscal year of Borrowers, financial statements
of Borrowers on a consolidating and consolidated basis including, but not
limited to, statements of income and stockholders' equity and cash flow from the
beginning of the current fiscal year to the end of such fiscal year and the
balance sheet as at the end of such fiscal year, all prepared in accordance with
GAAP applied on a basis consistent with prior practices, and in reasonable
detail and reported upon without qualification by an independent certified
public accounting firm selected by Borrowers and satisfactory to Agent
("Accountants"). The report of the Accountants shall be accompanied by a
statement of the Accountants certifying that (i) they have caused the Loan
Agreement to be reviewed, (ii) in making the examination upon which such report
was based either no information came to their attention which to their knowledge
constituted an Event of Default or a Default under this Agreement or any related
agreement or, if such information came to their attention, specifying any such
Default or Event of Default, its nature, when it occurred and whether it is
continuing, and such report shall contain or have appended thereto calculations
which set forth Borrowers' compliance with the requirements or restrictions
imposed by Sections 6.5 and 7.6 hereof. In addition, the reports shall be
accompanied by a certificate of Borrowers' Chief Financial Officer which shall
state that, based on an examination sufficient to permit him to make an informed
statement, no Default or Event of Default exists, or, if such is not the case,
specifying such Default or Event of Default, its nature, when it occurred,
whether it is continuing and the steps being taken by such Borrower with respect
to such event, and such certificate shall have appended thereto calculations
which set forth Borrowers' compliance with the requirements or restrictions
imposed by Sections 6.5 and 7.6 hereof.

      9.7. Quarterly Financial Statements. Furnish Agent within forty-five (45)
days after the end of each fiscal quarter, an unaudited balance sheet of
Borrowers on a consolidated (including each direct and indirect Subsidiary) and
consolidating basis and unaudited statements of income and stockholders' equity
and cash flow of Borrowers on a consolidated and consolidating basis reflecting
results of operations from the beginning of the fiscal year to the end of such
quarter and for such quarter, prepared on a basis consistent with prior
practices and complete and correct in all material respects, subject to normal
and recurring year end adjustments that individually and in the aggregate are
not material to the business of Borrowers. The reports shall be accompanied by a
certificate signed by the Chief Financial Officer of Borrowers, which shall
state that, based on an examination sufficient to permit him to make an informed
statement, no Default or Event of Default exists, or, if such is not the case,
specifying such Default or Event of Default, its nature, when it occurred,


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<PAGE>

whether it is continuing and the steps being taken by Borrowers with respect to
such default and, such certificate shall have appended thereto calculations
which set forth Borrowers' compliance with the requirements or restrictions
imposed by Sections 6.5 and 7.6 hereof.

      9.8. Monthly Financial Statements. Furnish Agent within thirty (30) days
after the end of each month, an unaudited balance sheet of Borrowers on a
consolidated and consolidating basis and unaudited statements of income and
stockholders' equity and cash flow of Borrowers on a consolidated and
consolidating basis reflecting results of operations from the beginning of the
fiscal year to the end of such month and for such month, prepared on a basis
consistent with prior practices and complete and correct in all material
respects, subject to normal and recurring year end adjustments that individually
and in the aggregate are not material to the business of Borrowers. The reports
shall be accompanied by a certificate of Borrowers' Chief Financial Officer,
which shall state that, based on an examination sufficient to permit him to make
an informed statement, no Default or Event of Default exists, or, if such is not
the case, specifying such Default or Event of Default, its nature, when it
occurred, whether it is continuing and the steps being taken by Borrowers with
respect to such event.

      9.9. Other Reports. Furnish Agent as soon as available, but in any event
within ten (10) days after the issuance thereof, with copies of such financial
statements, reports and returns as each Borrower shall send to its stockholders.

      9.10. Additional Information. Furnish Agent with such additional
information as Agent shall reasonably request in order to enable Agent to
determine whether the terms, covenants, provisions and conditions of this
Agreement and the Notes have been complied with by Borrowers including, without
limitation and without the necessity of any request by Agent, (a) copies of all
environmental audits and reviews, (b) at least thirty (30) days prior thereto,
notice of any Borrower's opening of any new office or place of business or any
Borrower's closing of any existing office or place of business, and (c) promptly
upon any Borrower's learning thereof, notice of any labor dispute to which any
Borrower may become a party, any strikes or walkouts relating to any of its
plants or other facilities, and the expiration of any labor contract to which
any Borrower is a party or by which any Borrower is bound.

      9.11. Projected Operating Budget. Furnish Agent, no later than sixty (60)
days prior to the beginning of each Borrower's fiscal years commencing with
fiscal year 2002, a month by month projected operating budget and cash flow of
Borrowers on a consolidated and consolidating basis for such fiscal year
(including an income statement for each month and a balance sheet as at the end
of the last month in each fiscal quarter) ("Projections"), such projections to
be accompanied by a certificate signed by the President or Chief Financial
Officer of each Borrower to the effect that such projections have been prepared
on the basis of sound financial planning practice consistent with past budgets
and financial statements and that such officer has no reason to question the
reasonableness of any material assumptions on which such projections were
prepared. In addition, Borrowers shall furnish Agent, no later than February 28,
2001, such Projections for fiscal year 2001.

      9.12. Variances From Operating Budget. Furnish Agent, concurrently with
the delivery of the financial statements referred to in Section 9.6 and each
monthly report, a written report summarizing all material variances from budgets
submitted by Borrowers pursuant to Section 9.11 and a discussion and analysis by
management with respect to such variances.

      9.13. Notice of Suits, Adverse Events. Furnish Agent with prompt notice of
(i) any lapse


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<PAGE>

or other termination of any Consent issued to any Borrower by any Governmental
Body or any other Person that is material to the operation of any Borrower's
business, (ii) any refusal by any Governmental Body or any other Person to renew
or extend any such Consent; and (iii) copies of any periodic or special reports
filed by any Borrower with any Governmental Body or Person, if such reports
indicate any material change in the business, operations, affairs or condition
of any Borrower, or if copies thereof are requested by Lender, and (iv) copies
of any material notices and other communications from any Governmental Body or
Person which specifically relate to any Borrower.

      9.14. ERISA Notices and Requests. Furnish Agent with immediate written
notice in the event that (i) any Borrower or any member of the Controlled Group
knows or has reason to know that a prohibited transaction (as defined in
Sections 406 of ERISA and 4975 of the Code) has occurred together with a written
statement describing such transaction and the action which such Borrower or any
member of the Controlled Group has taken, is taking or proposes to take with
respect thereto, (ii) the establishment of any new Plan or the commencement of
contributions to any Plan (in both cases, which is subject to the minimum
funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to
Section 412 of the Code) to which any Borrower or any member of the Controlled
Group was not previously contributing shall occur, and (iii) any Borrower or any
member of the Controlled Group shall receive any favorable or unfavorable
determination letter from the Internal Revenue Service regarding the
qualification of a Plan under Section 401(a) of the Code, together with copies
of each such letter.

      9.15. Guarantor Information. Cause each Guarantor to deliver to Agent on
or before April 15 of each calendar year, such Guarantor's state and federal tax
returns and personal financial statement (in form acceptable to Agent).

      9.16. Additional Documents. Execute and deliver to Agent, upon request,
such documents and agreements as Agent may, from time to time, reasonably
request to carry out the purposes, terms or conditions of this Agreement
(including, without limitation, daily cash and sales reports).

X. EVENTS OF DEFAULT.

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

      10.1. failure by any Borrower to pay any principal or interest on the
Notes when due, whether at maturity or by reason of acceleration pursuant to the
terms of this Agreement or by notice of intention to prepay, or by required
prepayment; or failure to pay any other Obligations or liabilities or make any
other payment, fee or charge provided for herein or in any Other Document within
five (5) days of when due;

      10.2. any representation or warranty made by any Borrower in this
Agreement or any related agreement or in any certificate, document or financial
or other statement furnished at any time in connection herewith or therewith
shall prove to have been misleading in any material respect on the date when
made;

      10.3. failure by any Borrower to (i) furnish financial information when
due or if no specific due date is provided herein for the delivery of such
financial information, within five (5) days after


                                       56
<PAGE>

such request, or (ii) permit the inspection of its books or records;

      10.4. issuance of a notice of Lien, levy, assessment, injunction or
attachment against a material portion of any Borrower's property unless it
contested in good faith, stayed or bonded;

      10.5. except as otherwise provided for in Sections 10.1 and 10.3, failure
or neglect of any Borrower to perform, keep or observe any term, provision,
condition, covenant herein contained, or contained in any Other Document;
provided Borrowers shall have fifteen (15) Business Days from the earlier of
notice or knowledge of any such failure to cure Borrowers' non-compliance with
Sections 6.2, 6.3, 6.4, 6.6, 6.8, and 6.9;

      10.6. any judgment or judgments are rendered or judgment liens filed
against any Borrower or any Subsidiary of a Borrower, or any Guarantor, for an
aggregate amount in excess of $250,000 which within forty-five (45) days of such
rendering or filing is not either satisfied, stayed or discharged of record;

      10.7. any Borrower shall (i) apply for, or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee, liquidator or
similar fiduciary of itself or of all or a substantial part of its property,
(ii) make a general assignment for the benefit of creditors, (iii) commence a
voluntary case under any state or federal bankruptcy laws (as now or hereafter
in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
seeking to take advantage of any other law providing for the relief of debtors,
(vi) acquiesce to, or fail to have dismissed, within sixty (60) days, any
petition filed against it in any involuntary case under such bankruptcy laws,
(vii) suffer the appointment of, or the taking of possession by, a receiver,
custodian, trustee, liquidator or similar fiduciary of itself or of all or a
substantial part of its property, and such action shall not have been dismissed
within sixty (60) days, or (viii) take any action for the purpose of effecting
any of the foregoing;

      10.8. any Borrower shall admit in writing its inability, or be generally
unable, to pay its debts as they become due or cease operations of its present
business;

      10.9. (a) any Guarantor, shall (i) apply for or consent to the appointment
of, or the taking of possession by, a receiver, custodian, trustee, liquidator
or similar fiduciary of itself or of all or a substantial part of its property,
(ii) admit in writing its inability, or be generally unable, to pay its debts as
they become due or cease operations of its present business, (iii) make a
general assignment for the benefit of creditors, (iv) commence a voluntary case
under any state or federal bankruptcy laws (as now or hereafter in effect), (v)
be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take
advantage of any other law providing for the relief of debtors, (vii) acquiesce
to, or fail to have dismissed, within sixty (60) days, any petition filed
against it in any involuntary case under such bankruptcy laws, (viii) suffer the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
liquidator or similar fiduciary of itself or of all or a substantial part of its
property, and such action shall not have been dismissed within sixty (60) days,
or (ix) take any action for the purpose of effecting any of the foregoing and
(b) after the occurrence of an event described in subclause (a) above,
Guarantors have not provided cash collateral to Agent in an amount equal to the
then existing Liability Limit (as defined in the Guaranty Agreements) within
three (3) days of Agent's request therefor.

      10.10. any change in any Borrower's condition or affairs (financial or
otherwise) which results in a Material Adverse Effect;


                                       57
<PAGE>

      10.11. any Lien created hereunder or provided for hereby or under any
related agreement for any reason ceases to be or is not a valid and perfected
Lien having a first priority interest (subject to the terms hereof);

      10.12. a default of the obligations of any Borrower, any Subsidiary of a
Borrower or any Guarantor under any other agreement to which it is a party shall
occur which results in a Material Adverse Effect;

      10.13. any Change of Control shall occur;

      10.14. any material provision of this Agreement shall, for any reason,
cease to be valid and binding on any Borrower, or any Borrower shall so claim in
writing to Agent;

      10.15. (i) any Governmental Body shall (A) revoke, terminate, suspend or
adversely modify any license, permit, patent trademark or tradename of any
Borrower, the continuation of which is material to the continuation of
Borrowers' business taken as a whole, or (B) the staff of a Governmental Body
issues a report recommending the termination, revocation, suspension or
material, adverse modification of a patent necessary for the continuation of
Borrowers' business as a whole; (ii) any agreement which is necessary or
material to the operation of any Borrower's business shall be revoked or
terminated and not replaced by a substitute acceptable to Agent within thirty
(30) days after the date of such revocation or termination, and such revocation
or termination and non-replacement would reasonably be expected to have a
Material Adverse Effect on Borrowers, as a whole;

      10.16. any portion of the Collateral shall be seized or taken by a
Governmental Body, or any Borrower or the title and rights of any Borrower or
any Original Owner which is the owner of any material portion of the Collateral
shall have become the subject matter of litigation which might, in the opinion
of Agent, upon final determination, result in impairment or loss of the security
provided by this Agreement or the Other Documents;

      10.17. an event or condition specified in Sections 7.15 or 9.14 hereof
shall occur or exist with respect to any Plan and, as a result of such event or
condition, together with all other such events or conditions, any Borrower or
any member of the Controlled Group shall incur, or in the opinion of Agent be
reasonably likely to incur, a liability to a Plan which, in the reasonable
judgment of Agent, would have a Material Adverse Effect on Borrowers, as a
whole; or

      10.18 an Event of Default (as described in the Guaranty Agreement) occurs
under a Guaranty Agreement resulting from Guarantors failure to make a payment
thereunder.

      10.19 an event of default occurs, and all cure and grace periods have
expired, under any other agreement and arrangement, now or hereafter entered
into between any Borrower and Agent or any Lender.

XI. LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT.

      11.1. Rights and Remedies. Upon the occurrence of (i) an Event of Default
pursuant to Section 10.7 all Obligations shall be immediately due and payable
and this Agreement and the obligation of Lenders to make Advances shall be
deemed terminated; and, (ii) any of the other


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<PAGE>

Events of Default and at any time thereafter (such default not having previously
been cured), Agent shall have the right to decrease the Receivables Advance Rate
and at the option of Required Lenders all Obligations shall be immediately due
and payable and Lenders shall have the right to terminate this Agreement and to
terminate the obligation of Lenders to make Advances and (iii) a filing of a
petition against any Borrower in any involuntary case under any state or federal
bankruptcy laws, the obligation of Lenders to make Advances hereunder shall be
terminated other than as may be required by an appropriate order of the
bankruptcy court having jurisdiction over any Borrower. Upon the occurrence of
any Event of Default, Agent shall have the right to exercise any and all other
rights and remedies provided for herein, under the Uniform Commercial Code and
at law or equity generally, including, without limitation, the right to
foreclose the security interests granted herein and to realize upon any
Collateral by any available judicial procedure and/or to take possession of and
sell any or all of the Collateral with or without judicial process. Agent may
enter any of any Borrower's premises or other premises without legal process and
without incurring liability to any Borrower therefor, and Agent may thereupon,
or at any time thereafter, in its discretion without notice or demand, take the
Collateral and remove the same to such place as Agent may deem advisable and
Agent may require Borrowers to make the Collateral available to Agent at a
convenient place. With or without having the Collateral at the time or place of
sale, Agent may sell the Collateral, or any part thereof, at public or private
sale, at any time or place, in one or more sales, at such price or prices, and
upon such terms, either for cash, credit or future delivery, as Agent may elect.
Except as to that part of the Collateral which is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, Agent shall give Borrowers reasonable notification of such sale or
sales, it being agreed that in all events written notice mailed to Borrowers at
least seven (7) days prior to such sale or sales is reasonable notification. At
any public sale Agent or any Lender may bid for and become the purchaser, and
Agent, any Lender or any other purchaser at any such sale thereafter shall hold
the Collateral sold absolutely free from any claim or right of whatsoever kind,
including any equity of redemption and such right and equity are hereby
expressly waived and released by each Borrower. In connection with the exercise
of the foregoing remedies, Agent is granted permission to use all of each
Borrower's trademarks, trade styles, trade names, patents, patent applications,
licenses, franchises and other proprietary rights which are used in connection
with (a) Inventory for the purpose of disposing of such Inventory and (b)
Equipment for the purpose of completing the manufacture of unfinished goods. The
proceeds realized from the sale of any Collateral shall be applied as follows:
first, to the reasonable costs, expenses and attorneys' fees and expenses
incurred by Agent for collection and for acquisition, completion, protection,
removal, storage, sale and delivery of the Collateral; second, to interest due
upon any of the Obligations and any fees payable under this Agreement; and,
third, to the principal of the Obligations. If any deficiency shall arise,
Borrowers shall remain liable to Agent and Lenders therefor.

      11.2. Agent's Discretion. Agent shall have the right in its sole
discretion to determine which rights, Liens, security interests or remedies
Agent may at any time pursue, relinquish, subordinate, or modify or to take any
other action with respect thereto and such determination will not in any way
modify or affect any of Agent's or Lenders' rights hereunder. Nothing contained
in this Agreement or the Other Documents shall be deemed to compel Agent to
accept a cure of any Event of Default.

      11.3. Setoff. In addition to any other rights which Agent or any Lender
may have under applicable law, upon the occurrence of an Event of Default
hereunder, Agent and such Lender shall have a right to apply any Borrower's
property held by Agent and such Lender to reduce the Obligations.


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<PAGE>

      11.4. Rights and Remedies not Exclusive. The enumeration of the foregoing
rights and remedies is not intended to be exhaustive and the exercise of any
right or remedy shall not preclude the exercise of any other right or remedies
provided for herein or otherwise provided by law, all of which shall be
cumulative and not alternative.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

      12.1. Waiver of Notice. Each Borrower hereby waives notice of non-payment
of any of the Receivables, demand, presentment, protest and notice thereof with
respect to any and all instruments, notice of acceptance hereof, notice of loans
or advances made, credit extended, Collateral received or delivered, or any
other action taken in reliance hereon, and all other demands and notices of any
description, except such as are expressly provided for herein.

      12.2. Delay. No delay or omission on Agent's or any Lender's part in
exercising any right, remedy or option shall operate as a waiver of such or any
other right, remedy or option or of any default.

      12.3. JURY WAIVER. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A)
ARISING UNDER THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO
OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY HEREBY CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII. EFFECTIVE DATE AND TERMINATION.

      13.1. Term. This Agreement, which shall inure to the benefit of and shall
be binding upon the respective successors and permitted assigns of each
Borrower, Agent and each Lender, shall become effective on the date hereof and
shall continue in full force and effect until December 31, 2003 (the "Initial
Term") or sooner terminated as herein provided. Agent and Lenders may, at their
sole and absolute option, elect to renew and extend this Agreement for
additional one (1) year periods (each a "Renewal Term") upon such terms and
conditions acceptable to Agent, Lenders and Borrowers. Agent and Lenders shall
endeavor to provide notice to Borrowing Agent prior to December 31, 2002 (and at
each time in the future at which time there are two (2) years remaining under
the Terms of this Agreement, if any), of its intention to either renew or not
renew this Agreement beyond the Initial Term or then applicable Renewal Term (if
any), but failure to provide such notice shall not result in any liability on
the part of Agent and/or any Lender or result in any extension of this
Agreement. Borrowers may terminate this Agreement at any time upon ninety (90)


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days' prior written notice upon payment in full of the Obligations. In the event
the Obligations are prepaid and refinanced with another financial institution in
full prior to the last day of the Term (the date of such prepayment hereinafter
referred to as the "Early Termination Date"), Borrowers shall pay to Agent for
the benefit of Lenders an early termination fee in an amount equal to (x) 2.0%
of the Maximum Loan Amount if the Early Termination Date occurs on or after the
Closing Date to and including the date immediately preceding the first
anniversary of the Closing Date, (y) 1.0% of the Maximum Loan Amount if the
Early Termination Date occurs on or after the first anniversary of the Closing
Date to and including the date immediately preceding the second anniversary of
the Closing Date, and (z) 0.5% of the Maximum Loan Amount if the Early
Termination Date occurs on or after the second anniversary of the Closing Date
to and including the date immediately preceding the last day of the Term.

      13.2. Termination. The termination of the Agreement shall not affect any
Borrower's, Agent's or any Lender's rights, or any of the Obligations having
their inception prior to the effective date of such termination, and the
provisions hereof shall continue to be fully operative until all transactions
entered into, rights or interests created or Obligations have been fully
disposed of, concluded or liquidated. The security interests, Liens and rights
granted to Agent and Lenders hereunder and the financing statements filed
hereunder shall continue in full force and effect, notwithstanding the
termination of this Agreement or the fact that Borrowers' Account may from time
to time be temporarily in a zero or credit position, until all of the
Obligations (other than indemnity obligations hereunder that survive the
termination of this Agreement) of each Borrower have been paid or performed in
full after the termination of this Agreement or each Borrower has furnished
Agent and Lenders with an indemnification satisfactory to Agent and Lenders with
respect thereto. Accordingly, each Borrower waives any rights which it may have
under Section 9-404(1) of the Uniform Commercial Code to demand the filing of
termination statements with respect to the Collateral, and Agent shall not be
required to send such termination statements to each Borrower, or to file them
with any filing office, unless and until this Agreement shall have been
terminated in accordance with its terms and all Obligations paid in full in
immediately available funds. All representations, warranties, covenants, waivers
and agreements contained herein shall survive termination hereof until all
Obligations are paid or performed in full.

XIV. REGARDING AGENT.

      14.1. Appointment. Each Lender hereby designates PNC to act as Agent for
such Lender under this Agreement and the Other Documents. Each Lender hereby
irrevocably authorizes Agent to take such action on its behalf under the
provisions of this Agreement and the Other Documents and to exercise such powers
and to perform such duties hereunder and thereunder as are specifically
delegated to or required of Agent by the terms hereof and thereof and such other
powers as are reasonably incidental thereto and Agent shall hold all Collateral,
payments of principal and interest, fees charges and collections (without giving
effect to any collection days) received pursuant to this Agreement, for the
ratable benefit of Lenders. Agent may perform any of its duties hereunder by or
through its agents or employees. As to any matters not expressly provided for by
this Agreement (including without limitation, collection of the Note) Agent
shall not be required to exercise any discretion or take any action, but shall
be required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Required Lenders,
and such instructions shall be binding; provided, however, that Agent shall not
be required to take any action which exposes Agent to liability or which is
contrary to this Agreement or the Other Documents or applicable law unless Agent
is furnished with an indemnification reasonably satisfactory to Agent with
respect thereto.


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<PAGE>

      14.2. Nature of Duties. Agent shall have no duties or responsibilities
except those expressly set forth in this Agreement and the Other Documents.
Neither Agent nor any of its officers, directors, employees or agents shall be
(i) liable for any action taken or omitted by them as such hereunder or in
connection herewith, unless caused by their gross (not mere) negligence or
willful misconduct, or (ii) responsible in any manner for any recitals,
statements, representations or warranties made by any Borrower or any officer
thereof contained in this Agreement, or in any of the Other Documents or in any
certificate, report, statement or other document referred to or provided for in,
or received by Agent under or in connection with, this Agreement or any of the
Other Documents or for the value, validity, effectiveness, genuineness, due
execution, enforceability or sufficiency of this Agreement, or any of the Other
Documents or for any failure of any Borrower to perform its obligations
hereunder. Agent shall not be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any of the Other Documents, or
to inspect the properties, books or records of any Borrower. The duties of Agent
as respects the Advances to Borrowers shall be mechanical and administrative in
nature; Agent shall not have by reason of this Agreement a fiduciary
relationship in respect of any Lender; and nothing in this Agreement, expressed
or implied, is intended to or shall be so construed as to impose upon Agent any
obligations in respect of this Agreement except as expressly set forth herein.

      14.3. Lack of Reliance on Agent and Resignation. Independently and without
reliance upon Agent or any other Lender, each Lender has made and shall continue
to make (i) its own independent investigation of the financial condition and
affairs of each Borrower in connection with the making and the continuance of
the Advances hereunder and the taking or not taking of any action in connection
herewith, and (ii) its own appraisal of the creditworthiness of each Borrower.
Agent shall have no duty or responsibility, either initially or on a continuing
basis, to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before making of the Advances or at
any time or times thereafter except as shall be provided by any Borrower
pursuant to the terms hereof. Agent shall not be responsible to any Lender for
any recitals, statements, information, representations or warranties herein or
in any agreement, document, certificate or a statement delivered in connection
with or for the execution, effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any Other Document, or of the
financial condition of any Borrower, or be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions
or conditions of this Agreement, the Note, the Other Documents or the financial
condition of any Borrower, or the existence of any Event of Default or any
Default.

      Agent may resign on sixty (60) days' written notice to each of Lenders and
Borrowing Agent and upon such resignation, the Required Lenders (and prior to
the occurrence and continuance of an Event of Default, with Borrowers' consent,
which consent will not be unreasonably withheld, delayed or conditioned), will
promptly designate a successor Agent reasonably satisfactory to Borrowers.

      Any such successor Agent shall succeed to the rights, powers and duties of
Agent, and the term "Agent" shall mean such successor agent effective upon its
appointment, and the former Agent's rights, powers and duties as Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent. After any Agent's resignation as Agent, the provisions of this Article
XIV shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement.


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<PAGE>

      14.4. Certain Rights of Agent. If Agent shall request instructions from
Lenders with respect to any act or action (including failure to act) in
connection with this Agreement or any Other Document, Agent shall be entitled to
refrain from such act or taking such action unless and until Agent shall have
received instructions from the Required Lenders; and Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, Lenders shall not have any right of action whatsoever against Agent
as a result of its acting or refraining from acting hereunder in accordance with
the instructions of the Required Lenders.

      14.5. Reliance. Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, statement,
certificate, telex, teletype or telecopier message, cablegram, order or other
document or telephone message believed by it to be genuine and correct and to
have been signed, sent or made by the proper person or entity, and, with respect
to all legal matters pertaining to this Agreement and the Other Documents and
its duties hereunder, upon advice of counsel selected by it. Agent may employ
agents and attorneys-in-fact and shall not be liable for the default or
misconduct of any such agents or attorneys-in-fact selected by Agent with
reasonable care.

      14.6. Notice of Default. Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder or under
the Other Documents, unless Agent has received notice from a Lender or a
Borrower referring to this Agreement or the Other Documents, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that Agent receives such a notice, Agent shall give
notice thereof to Lenders. Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders; provided, that, unless and until Agent shall have received such
directions, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of Lenders.

      14.7. Indemnification. To the extent Agent is not reimbursed and
indemnified by Borrowers, each Lender will reimburse and indemnify Agent in
proportion to its respective portion of the Advances (or, if no Advances are
outstanding, according to its Commitment Percentage), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against Agent in performing its
duties hereunder, or in any way relating to or arising out of this Agreement or
any Other Document; provided that, Lenders shall not be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from Agent's gross
(not mere) negligence or willful misconduct.

      14.8. Agent in its Individual Capacity. With respect to the obligation of
Agent to lend under this Agreement, the Advances made by it shall have the same
rights and powers hereunder as any other Lender and as if it were not performing
the duties as Agent specified herein; and the term "Lender" or any similar term
shall, unless the context clearly otherwise indicates, include Agent in its
individual capacity as a Lender. Agent may engage in business with any Borrower
as if it were not performing the duties specified herein, and may accept fees
and other consideration from any Borrower for services in connection with this
Agreement or otherwise without having to account for the same to Lenders.

      14.9. Delivery of Documents. To the extent Agent receives financial
statements required


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<PAGE>

under Sections 9.6, 9.7, and 9.8 from any Borrower pursuant to the terms of this
Agreement, Agent will promptly furnish such documents and information to
Lenders.

      14.10. Borrowers' Undertaking to Agent. Without prejudice to their
respective obligations to Lenders under the other provisions of this Agreement,
each Borrower hereby undertakes with Agent to pay to Agent from time to time on
demand all amounts from time to time due and payable by it for the account of
Agent or Lenders or any of them pursuant to this Agreement to the extent not
already paid. Any payment made pursuant to any such demand shall pro tanto
satisfy the relevant Borrower's obligations to make payments for the account of
Lenders or the relevant one or more of them pursuant to this Agreement.

      14.11. Miscellaneous.

            (a) Agent shall administer this Agreement and the Other Documents
and service the Obligations with the same degree of care as Agent would use in
servicing a loan of similar size and type held for its own account.

            (b) Agent and Lenders have agreed that Agent shall administer the
Advances and maintain records in connection with Advances in accordance with
this Agreement and that the relationship between Agent and Lenders with respect
to Advances shall be only as provided in this Agreement.

            (c) Agent shall hold in its possession, at its offices at, or at
such other location as Agent shall designate in writing, the originals of this
Agreement and the Other Documents (except for the Notes), for the benefit of
itself and Lenders. Agent shall keep and maintain complete and accurate files
and records of all matters pertaining to the Advances. Upon reasonable prior
notice to Agent, the files and records shall be made available to any Lender and
its representatives and agents for inspection and copying during normal business
hours.

            (d) Except as otherwise expressly provided for in this Agreement,
Agent shall have the right, in its sole discretion, in each instance: (i)
receive, review and process all documents, certificates, opinions, insurance
policies, reports, requisitions and other materials of every nature and
description submitted by, or on behalf of, Borrowers or any other party, and
distribute same for review by Lenders; (ii) fund the Advances in accordance with
the provisions of this Agreement and the Other Documents; (iii) receive all
payments of principal, interest, fees and other charges paid by, or on behalf
of, Borrowers and distribute such funds to Lenders as specifically required in
this Agreement; (iv) enforce all of the rights, remedies and privileges afforded
or available to Lenders under the terms of this Agreement and the Other
Documents, any opinion, certificates, warranties, representations or insurance
policies furnished by or on behalf of Borrowers or any other party (but only
after election to declare an Event of Default or Default and/or to accelerate
the Obligations as provided in this Agreement); and (v) do or refrain from doing
all such other acts as may be reasonably necessary or incident to the
implementation, administration or servicing of the Advances and the enforcement
of the rights and remedies of Lenders.

            (e) In no event shall Agent be required to take any action which
exposes the directors, officers, agents or employees of Agent to personal
liability or which is contrary to this Agreement or the Other Documents or
applicable law. In acting hereunder as Agent (including, without limitation, the
taking and holding of the Collateral), Agent shall be acting for the account of
and as agent for all Lenders, to the extent of their respective pro rata shares
in the Advances.


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<PAGE>

            (f) In the event that all or any portion of the Collateral is
acquired by Agent as the result of a foreclosure or the acceptance of a deed or
assignment in lieu of foreclosure, or is retained in satisfaction of all or any
part of Borrowers' Obligations, title to any such Collateral or any portion
thereof shall be held in the name of Agent or a nominee or subsidiary of Agent
(which in any case is authorized to do business in the state in which such
Collateral is located), in any case as agent, for the ratable benefit of Agent
and Lenders. Agent shall manage, operate, repair, administer, complete,
construct, restore or otherwise deal with the Collateral acquired and administer
all transactions relating thereto in its reasonable business judgment,
including, without limitation, if Agent so determines, employing a management
agent and other agents, contractors and employees, including agents for the same
of such Collateral, and the collecting of rents and other sums from such
Collateral and paying the expense of such Collateral. Upon demand therefor by
Agent from time to time, each Lender will contribute its pro rata share of all
costs and expenses incurred by Agent in connection with the construction,
operation, management, maintenance, leasing and sale of such Collateral. In
addition, Agent shall render or cause to be rendered by Agent, to each Lender,
monthly, an income and expense statement for such Collateral, and each Lender
shall promptly contribute its pro rata share of any operating loss for such
Collateral, and such other expenses and operating reserves as Agent shall deem
reasonably necessary. Lenders acknowledge that if title to any Collateral is
obtained by Agent or its nominee, such Collateral will not be held as a
permanent investment but will be liquidated as soon as practicable. Agent shall
undertake to sell such Collateral, at such price and upon such terms and
conditions as the Required Lenders shall reasonably determine to be most
advantageous.

XV. BORROWING AGENCY.

      15.1. Borrowing Agency Provisions.

            (a) Each Borrower hereby irrevocably designates Borrowing Agent to
be its attorney and agent and in such capacity to borrow, sign and endorse
notes, and execute and deliver all instruments, documents, writings and further
assurances now or hereafter required hereunder, on behalf of such Borrower or
Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds
hereunder in accordance with the request of Borrowing Agent.

            (b) The handling of this credit facility as a co-borrowing facility
with a borrowing agent in the manner set forth in this Agreement is solely as an
accommodation to Borrowers and at their request. Neither Agent nor any Lender
shall incur liability to Borrowers as a result thereof. To induce Agent and
Lenders to do so and in consideration thereof, each Borrower hereby indemnifies
Agent and each Lender and holds Agent and each Lender harmless from and against
any and all liabilities, expenses, losses, damages and claims of damage or
injury asserted against Agent or any Lender by any Person arising from or
incurred by reason of the handling of the financing arrangements of Borrowers as
provided herein, reliance by Agent or any Lender on any request or instruction
from Borrowing Agent or any other action taken by Agent or any Lender with
respect to this Section 15.1 except due to willful misconduct or gross (not
mere) negligence by the indemnified party.

            (c) All Obligations of Borrowers shall be joint and several, and
each Borrower shall make payment upon the maturity of the Obligations by
acceleration or otherwise, and such obligation and liability on the part of each
Borrower shall in no way be affected by any extensions, renewals and forbearance
granted to Agent or any Lender to any Borrower, failure of Agent or any


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<PAGE>

Lender to give any Borrower notice of borrowing or any other notice, any failure
of Agent or any Lender to pursue or preserve its rights against any Borrower,
the release by Agent or any Lender of any Collateral now or thereafter acquired
from any Borrower, and such agreement by each Borrower to pay upon any notice
issued pursuant thereto is unconditional and unaffected by prior recourse by
Agent or any Lender to the other Borrowers or any Collateral for such Borrower's
Obligations or the lack thereof.

      15.2. Waiver of Subrogation. Each Borrower expressly waives any and all
rights of subrogation, reimbursement, indemnity, exoneration, contribution of
any other claim which such Borrower may now or hereafter have against the other
Borrowers or other Person directly or contingently liable for the Obligations
hereunder, or against or with respect to the other Borrowers' property
(including, without limitation, any property which is Collateral for the
Obligations), arising from the existence or performance of this Agreement, until
termination of this Agreement and repayment in full of the Obligations.

XVI. MISCELLANEOUS.

      16.1. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania. Any judicial
proceeding brought by or against any Borrower with respect to any of the
Obligations, this Agreement or any related agreement may be brought in any court
of competent jurisdiction in the Commonwealth of Pennsylvania, United States of
America, and, by execution and delivery of this Agreement, each Borrower accepts
for itself and in connection with its properties, generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts, and irrevocably agrees
to be bound by any judgment rendered thereby in connection with this Agreement.
Each Borrower hereby waives personal service of any and all process upon it and
consents that all such service of process may be made by registered mail (return
receipt requested) directed to Borrowing Agent at its address set forth in
Section 16.6 and service so made shall be deemed completed five (5) days after
the same shall have been so deposited in the mails of the United States of
America, or, at the Agent's and/or any Lender's option, by service upon
Borrowing Agent which each Borrower irrevocably appoints as such Borrower's
Agent for the purpose of accepting service within the Commonwealth of
Pennsylvania. Nothing herein shall affect the right to serve process in any
manner permitted by law or shall limit the right of Agent or any Lender to bring
proceedings against any Borrower in the courts of any other jurisdiction. Each
Borrower waives any objection to jurisdiction and venue of any action instituted
hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. Any judicial proceeding by any
Borrower against Agent or any Lender involving, directly or indirectly, any
matter or claim in any way arising out of, related to or connected with this
Agreement or any related agreement, shall be brought only in a federal or state
court located in the County of Philadelphia, Commonwealth of Pennsylvania .

      16.2. Entire Understanding. (a) This Agreement and the documents executed
concurrently herewith contain the entire understanding between each Borrower,
Agent and each Lender and supersedes all prior agreements and understandings, if
any, relating to the subject matter hereof. Any promises, representations,
warranties or guarantees not herein contained and hereinafter made shall have no
force and effect unless in writing, signed by each Borrower's, Agent's and each
Lender's respective officers. Neither this Agreement nor any portion or
provisions hereof may be changed, modified, amended, waived, supplemented,
discharged, cancelled or terminated orally or by any course of dealing, or in
any manner other than by an agreement in writing, signed by the party to be
charged. Each Borrower acknowledges that it has been advised by counsel in


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<PAGE>

connection with the execution of this Agreement and Other Documents and is not
relying upon oral representations or statements inconsistent with the terms and
provisions of this Agreement.

            (b) The Required Lenders, Agent with the consent in writing of the
Required Lenders, and Borrowers may, subject to the provisions of this Section
16.2 (b), from time to time enter into written supplemental agreements to this
Agreement or the Other Documents executed by Borrowers, for the purpose of
adding or deleting any provisions or otherwise changing, varying or waiving in
any manner the rights of Lenders, Agent or Borrowers thereunder or the
conditions, provisions or terms thereof of waiving any Event of Default
thereunder, but only to the extent specified in such written agreements;
provided, however, that no such supplemental agreement shall, without the
consent of all Lenders:

                  (i) increase the Commitment Percentage or maximum dollar
commitment of any Lender.

                  (ii) extend the maturity of any Note or the due date for any
amount payable hereunder, or decrease the rate of interest or reduce any fee
payable by Borrowers to Lenders pursuant to this Agreement.

                  (iii) alter the definition of the term Required Lenders or
alter, amend or modify this Section 16.2(b).

                  (iv) release any Collateral during any calendar year (other
than in accordance with the provisions of this Agreement) having an aggregate
value in excess of $1,000,000.

                  (v) change the rights and duties of Agent.

                  (vi) permit any Revolving Advance to be made if after giving
effect thereto the total of Revolving Advances outstanding hereunder would
exceed the Formula Amount for more than thirty (30) consecutive Business Days or
exceed 105% of the Formula Amount.

                  (vii) increase the Advance Rates above the Advance Rates in
effect on the Closing Date.

Any such supplemental agreement shall apply equally to each Lender and shall be
binding upon Borrowers, Lenders and Agent and all future holders of the
Obligations. In the case of any waiver, Borrowers, Agent and Lenders shall be
restored to their former positions and rights, and any Event of Default waived
shall be deemed to be cured and not continuing, but no waiver of a specific
Event of Default shall extend to any subsequent Event of Default (whether or not
the subsequent Event of Default is the same as the Event of Default which was
waived), or impair any right consequent thereon.

      In the event that Agent requests the consent of a Lender pursuant to this
Section 16.2 and such Lender shall not respond or reply to Agent in writing
within ten (10) Business Days of delivery of such request, such Lender shall be
deemed to have consented to matter that was the subject of the request. In the
event that Agent requests the consent of a Lender pursuant to this Section 16.2
and such consent is denied, then PNC may, at its option, require such Lender to
assign its interest in the Advances to PNC or to another Lender or to any other
Person designated by the Agent (the


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<PAGE>

"Designated Lender"), for a price equal to the then outstanding principal amount
thereof plus accrued and unpaid interest and fees due such Lender, which
interest and fees shall be paid when collected from Borrowers. In the event PNC
elects to require any Lender to assign its interest to PNC or to the Designated
Lender, PNC will so notify such Lender in writing within forty five (45) days
following such Lender's denial, and such Lender will assign its interest to PNC
or the Designated Lender no later than five (5) days following receipt of such
notice pursuant to a Commitment Transfer Supplement executed by such Lender, PNC
or the Designated Lender, as appropriate, and Agent.

      Notwithstanding the foregoing, Agent may at its discretion and without the
consent of the Required Lenders, voluntarily permit the outstanding Revolving
Advances at any time to exceed the Formula Amount by up to the lesser of 105% of
the Formula Amount or $1,000,000 for up to thirty (30) consecutive Business
Days. For purposes of the preceding sentence, the discretion granted to Agent
hereunder shall not preclude involuntary overadvances that may result from time
to time due to the fact that the Formula Amount was unintentionally exceeded for
any reason, including, but not limited to, Collateral previously deemed to be
"Eligible Receivables" becomes ineligible, collections of Receivables applied to
reduce outstanding Revolving Advances are thereafter returned for insufficient
funds or overadvances are made to protect or preserve the Collateral. In the
event Agent involuntarily permits the outstanding Revolving Advances to exceed
the Formula Amount by more than 10%, Agent shall decrease such excess in as
expeditious a manner as is practicable under the circumstances and not
inconsistent with the reason for such excess. Revolving Advances made after
Agent has determined the existence of involuntary overadvances shall be deemed
to be involuntary overadvances and shall be decreased in accordance with the
preceding sentence. Nothing herein shall be deemed to restrict the ability of
Revolving Advances to be deemed to be made pursuant to the second sentence of
Section 2.2.

      16.3. Successors and Assigns; Participations; New Lenders.

            (a) This Agreement shall be binding upon and inure to the benefit of
Borrowers, Agent, each Lender, all future holders of the Obligations and their
respective successors and assigns, except that no Borrower may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of Agent and each Lender.

            (b) Each Borrower acknowledges that in the regular course of
commercial banking business one or more Lenders may at any time and from time to
time sell participating interests in the Advances to other financial
institutions (each such transferee or purchaser of a participating interest, a
"Transferee"); provided however (i) all amounts payable by Borrowers to each
Lender shall be determined as if such Lender had not granted such participation
and (ii) any agreement pursuant to which any Lender may grant a participation:
(A) shall provide that such Lender shall retain the sole right and
responsibility to enforce the obligations of Borrowers hereunder including
without the right to approve to any modification, amendment or waiver of any
provisions of this Agreement and (B) such participation may provide that such
Lender will not agree to any amendment, modification or waiver of this Agreement
without the consent of the Transferee if such amendment, modification or waiver
would reduce the principal of or rate of interest on the Obligations, increase
the amount of the Maximum Loan Amount, postpone the date fixed for any scheduled
payment of principal of or interest on the Obligations, or release any
Collateral hereunder. Each Transferee may exercise all rights of payment
(including without limitation rights of set-off) with respect to the portion of
such Advances held by it or other Obligations payable hereunder as fully as if
such Transferee were the direct holder thereof provided that Borrowers shall not
be


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<PAGE>

required to pay to any Transferee more than the amount which it would have been
required to pay to Lender which granted an interest in its Advances or other
Obligations payable hereunder to such Transferee had such Lender retained such
interest in the Advances hereunder or other Obligations payable hereunder and in
no event shall Borrowers be required to pay any such amount arising from the
same circumstances and with respect to the same Advances or other Obligations
payable hereunder to both such Lender and such Transferee. Each Borrower hereby
grants to any Transferee a continuing security interest in any deposits, moneys
or other property actually or constructively held by such Transferee as security
for the Transferee's interest in the Advances.

            (c) Any Lender may with the consent of Agent (and prior to the
occurrence of an Event of Default or Default, Borrowing Agent) which shall not
be unreasonably withheld or delayed sell, assign or transfer all or any part of
its rights under this Agreement and the Other Documents to one or more
additional banks or financial institutions and one or more additional banks or
financial institutions may commit to make Advances hereunder (each a "Purchasing
Lender"), in minimum amounts of not less than $5,000,000, pursuant to a
commitment transfer supplement, executed by a Purchasing Lender, the transferor
Lender, and Agent and delivered to Agent for recording. Upon such execution,
delivery, acceptance and recording, from and after the transfer effective date
determined pursuant to such commitment transfer supplement, (i) Purchasing
Lender thereunder shall be a party hereto and, to the extent provided in such
commitment transfer supplement, have the rights and obligations of a Lender
thereunder with a Commitment Percentage as set forth therein, and (ii) the
transferor Lender thereunder shall, to the extent provided in such commitment
transfer supplement, be released from its obligations under this Agreement, the
commitment transfer supplement creating a novation for that purpose. Such
commitment transfer supplement shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of such
Purchasing Lender and the resulting adjustment of the Commitment Percentages
arising from the purchase by such Purchasing Lender of all or a portion of the
rights and obligations of such transferor Lender under this Agreement and the
Other Documents. Borrowers hereby consent to the addition of such Purchasing
Lender and the resulting adjustment of the Commitment Percentages arising from
the purchase by such Purchasing Lender of all or a portion of the rights and
obligations of such transferor Lender under this Agreement and the Other
Documents. Borrowers shall execute and deliver such further documents and do
such further acts and things in order to effectuate the foregoing.

            (d) Agent shall maintain at its address a copy of each commitment
transfer supplement delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Advances owing to each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and Borrowers, Agent and Lenders may treat each Person whose
name is recorded in the Register as the owner of the Advance recorded therein
for the purposes of this Agreement. The Register shall be available for
inspection by Borrowers or any Lender at any reasonable time and from time to
time upon reasonable prior notice. Agent shall receive a fee in the amount of
$3,500 payable by the applicable Purchasing Lender upon the effective date of
each transfer or assignment to such Purchasing Lender.

            (e) Each Borrower authorizes each Lender to disclose to any
Transferee or Purchasing Lender and any prospective Transferee or Purchasing
Lender any and all financial information in such Lender's possession concerning
such Borrower which has been delivered to such Lender by or on behalf of such
Borrower pursuant to this Agreement or in connection with such Lender's credit
evaluation of such Borrower, subject to a confidentiality arrangement between
such Lender and prospective Transferee.


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<PAGE>

      16.4. Application of Payments. Agent shall have the continuing and
exclusive right to apply or reverse and re-apply any payment and any and all
proceeds of Collateral to any portion of the Obligations. To the extent that any
Borrower makes a payment or Agent or any Lender receives any payment or proceeds
of the Collateral for any Borrower's benefit, which are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, debtor in possession, receiver, custodian or any other
party under any bankruptcy law, common law or equitable cause, then, to such
extent, the Obligations or part thereof intended to be satisfied shall be
revived and continue as if such payment or proceeds had not been received by
Agent or such Lender.

      16.5. Indemnity. Each Borrower shall indemnify Agent, each Lender and each
of their respective officers, directors, Affiliates, employees and agents from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses and disbursements of any kind or
nature whatsoever (including, without limitation, fees and disbursements of
counsel) which may be imposed on, incurred by, or asserted against Agent or any
Lender in any litigation, proceeding or investigation instituted or conducted by
any governmental agency or instrumentality or any other Person with respect to
any aspect of, or any transaction contemplated by, or referred to in, or any
matter related to, this Agreement or the Other Documents, whether or not Agent
or any Lender is a party thereto, except to the extent that any of the foregoing
arises out of the willful misconduct of the party being indemnified.

      16.6. Notice. Any notice or request hereunder may be given to any Borrower
or to Agent or any Lender at their respective addresses set forth below or at
such other address as may hereafter be specified in a notice designated as a
notice of change of address under this Section. Any notice or request hereunder
shall be given by (a) hand delivery, (b) overnight courier, (c) registered or
certified mail, return receipt requested, or (d) telecopy to the number set out
below (or such other number as may hereafter be specified in a notice designated
as a notice of change of address) with electronic confirmation of its receipt.
Any notice or other communication required or permitted pursuant to this
Agreement shall be deemed given (a) when personally delivered to any officer of
the party to whom it is addressed, (b) on the earlier of actual receipt thereof
or three (3) days following posting thereof by certified or registered mail,
postage prepaid, or (c) upon actual receipt thereof when sent by a recognized
overnight delivery service or (d) upon actual receipt thereof when sent by
telecopier to the number set forth below with electronic confirmation of its
receipt, in each case addressed to each party at its address set forth below or
at such other address as has been furnished in writing by a party to the other
by like notice:

      (A)   If to Agent or           PNC Bank, National Association
            PNC at:                  1600 Market Street
                                     Philadelphia, PA 19103
                                     Attention:  Craig T. Sheetz, Vice President
                                     Telephone:  215-585-5231
                                     Telecopier: 215-585-4771

            with a copy to:          Blank Rome Comisky & McCauley LLP
                                     One Logan Square
                                     Philadelphia, PA 19103
                                     Attention: Lawrence F. Flick, II, Esquire
                                     Telephone: (215) 569-5556


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<PAGE>

                                 Telecopier: (215) 569-5522

      (B)   If to a Lender other than Agent, as specified on the signature pages
            hereof

      (C)   If to Borrowing Agent
            or any Borrower, at:     Bentley Systems, Incorporated
                                     685 Stockton Drive
                                     Exton, PA 19341
                                     Attention:  Chief Financial Officer
                                     Telephone:  (610) 458-5000
                                     Telecopier: (610) 458-1060

            with a copy to:          Bentley Systems, Incorporated
                                     685 Stockton Drive
                                     Exton, PA 19341
                                     Attention:  General Counsel
                                     Telephone:  (610) 458-5000
                                     Telecopier: (610) 458-1060

            with a copy to:          Drinker Biddle & Reath, LLP
                                     One Logan Square
                                     Philadelphia, PA 19103
                                     Attention:  Samuel Mason, Esquire
                                     Telephone:  (215) 988-2642
                                     Telecopier: (215) 988-2757

      16.7. Survival. The obligations of Borrowers under Sections 3.9, 4.19(h),
14.7 and 16.5 shall survive termination of this Agreement and the Other
Documents and payment in full of the Obligations.

      16.8. Severability. If any part of this Agreement is contrary to,
prohibited by, or deemed invalid under applicable laws or regulations, such
provision shall be inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given effect so far as possible.

      16.9. Expenses. All costs and expenses including, without limitation,
reasonable attorneys' fees (including the allocated costs of in-house counsel)
and disbursements incurred by Agent and Agent on behalf of Lenders and Lenders,
(a) in all efforts made to enforce payment of any Obligation or effect
collection of any Collateral, or (b) in connection with the entering into,
modification, amendment, administration and enforcement of this Agreement or any
consents or waivers hereunder and all related agreements, documents and
instruments, or (c) in instituting, maintaining, preserving, enforcing and
foreclosing on Agent's security interest in or Lien on any of the Collateral,
whether through judicial proceedings or otherwise, or (d) in defending or
prosecuting any actions or proceedings arising out of or relating to Agent's or
any Lender's transactions with any Borrower, or (e) in connection with any
advice given to Agent or any Lender with respect to its rights and obligations
under this Agreement and all related agreements, may be charged to Borrowers'
Account and shall be part of the Obligations.

         16.10. Injunctive Relief. Each Borrower recognizes that, in the event
any Borrower fails to


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<PAGE>

perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy at law may prove to be inadequate relief to Lenders;
therefore, Agent, if Agent so requests, shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving
that actual damages are not an adequate remedy.

      16.11. Consequential Damages. Neither Agent nor any Lender, nor any agent
or attorney for any of them, shall be liable to any Borrower for consequential
damages arising from any breach of contract, tort or other wrong relating to the
establishment, administration or collection of the Obligations.

      16.12. Captions. The captions at various places in this Agreement are
intended for convenience only and do not constitute and shall not be interpreted
as part of this Agreement.

      16.13. Counterparts; Telecopied Signatures. This Agreement may be executed
in any number of and by different parties hereto on separate counterparts, all
of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.

      16.14. Construction. The parties acknowledge that each party and its
counsel have reviewed this Agreement and that the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any amendments,
schedules or exhibits thereto.

      16.15. Confidentiality; Sharing Information. (a) Agent, each Lender and
each Transferee shall hold all non-public information obtained by Agent, such
Lender or such Transferee pursuant to the requirements of this Agreement in
accordance with Agent's, such Lender's and such Transferee's customary and
reasonable procedures for handling confidential information who need to know
such information in connection with this Agreement of this nature; provided,
however, Agent, each Lender and each Transferee may disclose such confidential
information (a) to its examiners, affiliates, outside auditors, counsel and
other professional advisors, (b) to Agent, any Lender or to any prospective
Transferees and Purchasing Lenders, and (c) as required or requested by any
Governmental Body or representative thereof or pursuant to legal process;
provided, further that (i) unless specifically prohibited by applicable law or
court order, Agent, each Lender and each Transferee shall use its best efforts
prior to disclosure thereof, to notify the applicable Borrower of the applicable
request for disclosure of such non-public information (A) by a Governmental Body
or representative thereof (other than any such request in connection with an
examination of the financial condition of a Lender or a Transferee by such
Governmental Body) or (B) pursuant to legal process and (ii) in no event shall
Agent, any Lender or any Transferee be obligated to return any materials
furnished by any Borrower other than those documents and instruments in
possession of Agent or any Lender in order to perfect its Lien on the Collateral
once the Obligations have been paid in full and this Agreement has been
terminated.

            (b) Each Borrower acknowledges that from time to time financial
advisory, investment banking and other services may be offered or provided to
such Borrower or one or more of its Affiliates (in connection with this
Agreement or otherwise) by any Lender or by one or more Subsidiaries or
Affiliates of such Lender and each Borrower hereby authorizes each Lender to
share any information delivered to such Lender by such Borrower and its
Subsidiaries pursuant to this Agreement, or in connection with the decision of
such Lender to enter into this Agreement, to any


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<PAGE>

such Subsidiary or Affiliate of such Lender, it being understood that any such
Subsidiary or Affiliate of any Lender receiving such information shall be bound
by the provision of Section 16.15 as if it were a Lender hereunder. Such
authorization shall survive the repayment of the other Obligations and the
termination of the Loan Agreement.

      16.16. Publicity. Each Borrower and each Lender hereby authorizes Agent to
make appropriate announcements of the financial arrangement entered into among
Borrowers, Agent and Lenders, including, without limitation, announcements which
are commonly known as tombstones, in such publications and to such selected
parties as Agent shall in its sole and absolute discretion deem appropriate.

                          SIGNATURES ON FOLLOWING PAGE


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<PAGE>

      IN WITNESS WHEREOF, each of the parties has signed this Agreement as of
the day and year first above written.

BORROWERS:                                      BENTLEY SYSTEMS, INCORPORATED

                                                By:    /s/ David Nation
                                                       -------------------------
                                                Name:  David Nation
                                                       -------------------------
                                                Title: Senior Vice President
                                                       -------------------------


                                                BENTLEY SOFTWARE, INC.

                                                By:    /s/ David Nation
                                                       -------------------------
                                                Name:  David Nation
                                                       -------------------------
                                                Title: Vice President
                                                       -------------------------


                                                ATLANTECH SOLUTIONS, INC.

                                                By:    /s/ David Nation
                                                       -------------------------
                                                Name:  David Nation
                                                       -------------------------
                                                Title: Vice President
                                                       -------------------------


AGENT:                                          PNC BANK, NATIONAL ASSOCIATION

                                                By:    /s/  Thomas A. Gutman
                                                       -------------------------
                                                Name:  Thomas A. Gutman
                                                       -------------------------
                                                Title: Vice President
                                                       -------------------------

                     SIGNATURES CONTINUE ON FOLLOWING PAGE


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<PAGE>

LENDERS:                        PNC BANK, NATIONAL ASSOCIATION

                                By:    /s/ Thomas A. Gutman
                                       -----------------------------------------
                                Name:  Thomas A. Gutman
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

                                Address:   PNC Bank, National Association
                                           1600 Market Street
                                           Philadelphia, PA 19103
                                Attn:      Craig T. Scheetz, Vice President
                                Facsimile: 215-585-4771

                                Commitment Percentage 53.125%


                                CITICORP USA, INC.

                                By:    /s/ Juan Carlos Lorenzo
                                       -----------------------------------------
                                Name:  Juan Carlos Lorenzo
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------

                                Address:   153 East 53rd Street
                                           25th Floor, Zone 5
                                           New York, NY 10043
                                Attn:      Juan Carlos Lorenzo, Vice President
                                Facsimile: 212-527-9106

                                Commitment Percentage 46.875%


                                       75
<PAGE>

                         List of Exhibits and Schedules

<TABLE>
<S>                  <C>
                                    Exhibits

Exhibit 2.1(a)       Revolving Credit Note
Exhibit A            Borrowing Base Certificate
Exhibit B            Acquisition Conditions

                                    Schedules

Schedule A           Original Owners
Schedule 1.2         Permitted Encumbrances
Schedule 4.5         Equipment and Inventory Locations
Schedule 4.15(c)     Location of Executive Offices
Schedule 4.19        Real Property
Schedule 5.2(a)      States of Qualification and Good Standing
Schedule 5.2(b)      Subsidiaries
Schedule 5.4         Federal Tax Identification Number
Schedule 5.6         Prior Names
Schedule 5.8(b)      Litigation & Indebtedness
Schedule 5.8(d)      Plans
Schedule 5.9         Intellectual Property, Source Code Escrow Agreements
Schedule 5.10        Licenses and Permits
Schedule 5.14        Labor Disputes
Schedule 7.3         Guarantees
Schedule 7.4         Investments
Schedule 7.5         Loans to Third Persons
</TABLE>


                                       76
<PAGE>

                                    EXHIBIT B

                     REVOLVING CREDIT AND SECURITY AGREEMENT

                             Acquisition Conditions

      1. Borrowers must provide to Agent the following at least five (5) days
prior to an acquisition (all documents to be in form and substance satisfactory
to Agent):

            (a)   A certificate from the chief financial officer of Bentley
                  stating that the acquisition will not result in an Event of
                  Default or a Default;

            (b)   Evidence satisfactory to Lender in Lender's sole and absolute
                  discretion that the Future Acquired Company is free of any
                  environmental concerns that would result in a material adverse
                  effect upon such Future Acquired Company's business,
                  operations or financial condition, and an indemnification of
                  Agent and Lenders for any liabilities caused by any
                  environmental liability; and

            (c)   The financial statements of the Future Acquired Company either
                  (i) for the past three (3) fiscal years audited or reviewed by
                  an independent, certified public accountant acceptable to
                  Agent or (ii) accompanied by Borrowers' due diligence report
                  with respect thereto in form and substance satisfactory to
                  Agent.

      2. Borrowers hereby agree to provide to Agent the following within ten
(10) days after completion of an acquisition (all documents to be in form and
substance satisfactory to Agent): a fully executed copy of the acquisition
agreement and other acquisition documents certified to be true and correct by an
authorized officer.


                                       77



</TEXT>
</DOCUMENT>
