
                            FORM 10-Q

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                               OF
               THE SECURITIES EXCHANGE ACT OF 1934



For quarterly period ended September 30, 2004

Commission file number 1-19254



                    Lifetime Hoan Corporation
     (Exact name of registrant as specified in its charter)



Delaware                                        11-2682486
(State or other jurisdiction                  (I.R.S. Employer
of incorporation or organization)              Identification No.)




One Merrick Avenue, Westbury, NY                  11590
(Address of principal executive offices)         (Zip Code)


                         (516) 683-6000
      (Registrant's telephone number, including area code)



                         Not applicable
 (Former name, former address and former fiscal year, if changed
                       since last report)



Indicate by check mark whether the registrant: (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
Yes X No___

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act)
Yes X No ___




              APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

        Common Stock, $.01 Par Value,  11,049,099 shares
               outstanding as of October 31, 2004

PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                    LIFETIME HOAN CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                (in thousands, except share data)
<table>
<caption>
<s>
<c>                                              <c>            <c>
                                            September 30,
                                                2004        December 31,
                                             (unaudited)       2003
ASSETS
CURRENT ASSETS
Cash and cash equivalents                          $689         $1,175
Accounts receivable, less allowances of
 $3,514 in 2004 and $3,349 in 2003               30,867         31,977
Merchandise inventories                          63,653         49,294
Prepaid expenses                                  2,083          2,129
Other current assets                              6,322          3,709
TOTAL CURRENT ASSETS                            103,614         88,284

PROPERTY AND EQUIPMENT, net                      19,727         20,563
EXCESS OF COST OVER NET ASSETS ACQUIRED          22,070         16,145
OTHER INTANGIBLES,  net                           9,135          9,530
OTHER ASSETS                                      2,213          2,214
                    TOTAL ASSETS               $156,759       $136,736

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings                           $27,200        $16,800
Accounts payable and trade acceptances            8,721          8,405
Accrued expenses                                 18,568         17,156
Income taxes payable                              4,335          4,613
TOTAL CURRENT LIABILITIES                        58,824         46,974

DEFERRED RENT & OTHER LONG-TERM LIABILITIES       1,800          1,593
DEFERRED INCOME TAX LIABILITIES                   3,300          2,088
LONG-TERM DEBT                                    5,000              -

STOCKHOLDERS' EQUITY
Common Stock, $0.01 par value, authorized
25,000,000 shares; issued and outstanding
11,049,099 in 2004 and 10,842,540 in 2003           111            109
Paid-in capital                                  64,771         63,409
Retained earnings                                23,432         23,042
Notes receivable for shares issued to
 stockholders                                     (479)          (479)
TOTAL STOCKHOLDERS' EQUITY                       87,835         86,081

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $156,759       $136,736
</table>

     See independent accountants review report and notes to
               consolidated financial statements.





                    LIFETIME HOAN CORPORATION
                CONSOLIDATED STATEMENTS OF INCOME
              (in thousands, except per share data)
                           (unaudited)
<table>
<caption>
<s>
                                     Three Months        Nine Months
                                         Ended              Ended
                                     September 30,      September 30,
<c>                                  <c>      <c>       <c>       <c>
                                     2004     2003      2004      2003

Net Sales                          $51,241  $44,068   $121,399   $98,302

Cost of Sales                       30,553   25,552     71,396    55,982
Distribution Expenses                5,562    5,337     15,008    14,103
Selling, General and
 Administrative Expenses            10,579    8,163     29,302    22,742

Income from Operations               4,547    5,016      5,693     5,475

Interest Expense                       268      189        536       480
Other Income                          (14)     (16)       (45)      (51)

Income Before Income Taxes           4,293    4,843      5,202     5,046

Tax Provision                        1,709    1,956      2,070     2,038

NET INCOME                          $2,584   $2,887     $3,132    $3,008

BASIC AND DILUTED EARNINGS PER
 COMMON SHARE                        $0.23    $0.27      $0.28     $0.28

WEIGHTED AVERAGE SHARES - BASIC     11,047   10,628     10,960    10,584

WEIGHTED AVERAGE SHARES AND COMMON
 SHARE EQUIVALENTS - DILUTED        11,281   10,784     11,217    10,660

</table>






     See independent accountants review report and notes to
               consolidated financial statements.



                    LIFETIME HOAN CORPORATION

              CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands)
                           (unaudited)
<table>
<caption>
<s>
                                                 Nine Months Ended
                                                   September 30,
   <c>                                            <c>           <c>
                                                  2004          2003
   OPERATING ACTIVITIES
   Net income                                     $3,132      $3,008
   Adjustments to reconcile net income to net
   cash used in operating activities:
    Depreciation and amortization                  2,926       2,639
    Deferred tax provision                         (548)         422
    Deferred rent and other long term
      liabilities                                    207         311
    Provision for losses on accounts
      receivable                                      18          91
    Reserve for sales returns and allowances       6,891       5,579
   Changes in operating assets and liabilities,
   excluding the effects of the  acquisition
   of certain assets of Excel Importing Corp:
    Accounts receivable                          (4,476)    (14,641)
    Merchandise inventories                      (9,886)    (15,024)
    Prepaid expenses, other current assets
      and other assets                             (815)       (386)
    Accounts payable, trade acceptances
      and accrued expenses                       (3,560)       7,806
    Accrued income taxes payable                   (278)         703

   NET CASH USED IN OPERATING ACTIVITIES         (6,389)     (9,492)

   INVESTING ACTIVITIES
   Purchase of property and equipment, net       (1,695)     (1,482)
   Acquistion of Excel Importing Corp.           (7,000)           -
   NET CASH USED IN INVESTING ACTIVITIES         (8,695)     (1,482)

   FINANCING ACTIVITIES
   Proceeds from short-term borrowings, net       10,400      12,300
   Proceeds from long-term debt                    5,000           -
   Proceeds from exercise of stock options         1,364         806
   Payment of capital lease obligations            (114)           -
   Cash dividends paid                           (2,052)     (1,981)

   NET CASH PROVIDED BY  FINANCING ACTIVITIES     14,598      11,125

   (DECREASE) INCREASE IN CASH AND CASH
     EQUIVALENTS                                   (486)         151
   Cash and cash equivalents at beginning of
     period                                        1,175          62

   CASH AND CASH EQUIVALENTS AT END OF PERIOD       $689        $213
   </table>

     See independent accountants review report and notes to
               consolidated financial statements.


                    LIFETIME HOAN CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)


Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have
been  prepared in accordance with accounting principles generally
accepted  in  the United States for interim financial information
and  with  the  instructions  to Form  10-Q  and  Article  10  of
Regulation  S-X.  Accordingly, they do not  include  all  of  the
information  and  footnotes  required  by  accounting  principles
generally  accepted  in the United States for complete  financial
statements.   In  the  opinion  of  management,  all  adjustments
(consisting  of  normal recurring accruals) considered  necessary
for a fair presentation have been included. Operating results for
the  three-month and nine-month periods ended September 30,  2004
are  not  necessarily  indicative of  the  results  that  may  be
expected  for the year ending December 31, 2004. It is  suggested
that  these condensed financial statements be read in conjunction
with  the financial statements and footnotes thereto included  in
the  Company's  Annual Report on Form 10-K  for  the  year  ended
December 31, 2003.

Note B - Distribution Expenses
Distribution expenses consist primarily of warehousing  expenses,
handling  costs of products sold and freight-out.   During  2003,
these  expenses also included relocation charges, duplicate  rent
and  other  costs  associated with the Company's  move  into  its
Robbinsville, New Jersey warehouse, amounting to $0.1 million  in
the  third  quarter of 2003 and $0.6 million for  the  nine-month
period  ended September 30, 2003.  No such expenses were incurred
during   the  three-month  period  or  nine-month  period   ended
September 30, 2004.

Note C - Credit Facilities
On  July  28, 2004, the Company entered into a $50 million  five-
year,  secured  credit facility (the "Credit  Facility")  with  a
group  of banks and, in conjunction therewith, canceled  its  $35
million secured, reducing revolving credit facility which was due
to mature in November 2004.  Borrowings under the Credit Facility
are secured by all of the assets of the Company.  Under the terms
of  the  Credit  Facility, the Company  is  required  to  satisfy
certain    financial   covenants,   including   limitations    on
indebtedness and sale of assets; a minimum fixed charge ratio;  a
maximum  leverage ratio and maintenance of a minimum  net  worth.
Borrowings  under  the  Agreement have  different  interest  rate
options that are based on an alternate base rate, the LIBOR  rate
and  the lender's cost of funds rate, plus in each case a  margin
based on a leverage ratio.

As  of  September  30,  2004, the Company  had  outstanding  $0.8
million of letters of credit and trade acceptances, $27.2 million
of  short-term borrowings and a $5.0 million term loan under  its
Credit  Facility  and,  as a result, the availability  under  the
Credit  Facility  was $17.0 million.  The $5.0 million  long-term
loan  is  non-amortizing, bears interest at 5.07% and matures  in
August   2009.   Interest  rates  on  short-term  borrowings   at
September 30, 2004 ranged from 2.813% to 3.00%.


Note D - Capital Stock and Stock Options
Cash  Dividends:   On  January 30, 2004, the Board  of  Directors
declared  a regular quarterly cash dividend of $0.0625 per  share
to  stockholders of record on February 6, 2004, paid on  February
20,  2004.  On April 12, 2004, the Board of Directors declared  a
regular   quarterly  cash  dividend  of  $0.0625  per  share   to
stockholders of record on May 4, 2004, paid on May 20, 2004.   On
July  28, 2004, the Board of Directors of the Company declared  a
regular   quarterly  cash  dividend  of  $0.0625  per  share   to
stockholders  of record on August 4, 2004, to be paid  on  August
20,  2004.   On November 3, 2004, the Board of Directors  of  the
Company declared a regular quarterly cash dividend of $0.0625 per
share to stockholders of record on November 5, 2004 to be paid on
November 19, 2004.


Earnings  Per Share:  Basic earnings per share has been  computed
by  dividing net income by the weighted average number of  common
shares  outstanding  of  11,047,000 for the  three  months  ended
September  30,  2004  and 10,628,000 for the three  months  ended
September  30,  2003.  For the nine month period ended  September
30,  2004 and September 30, 2003, the weighted average number  of
common   shares  outstanding  were  10,960,000  and   10,584,000,
respectively.  Diluted earnings per share has  been  computed  by
dividing  net  income by the weighted average  number  of  common
shares  outstanding,  including the  dilutive  effects  of  stock
options,  of 11,281,000 for the three months ended September  30,
2004  and  10,784,000  for the three months ended  September  30,
2003.  For  the nine month periods ended September 30,  2004  and
September   30,  2003,  the  diluted  number  of  common   shares
outstanding were 11,217,000 and 10,660,000, respectively.

                    LIFETIME HOAN CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)

Note D - Capital Stock and Stock Options (continued)
Accounting for Stock Option Plan:  The Company has a stock option
plan,  which  is  more fully described in the  footnotes  to  the
financial  statements included in the Company's Annual Report  on
Form  10-K  for  the year ended December 31, 2003.   The  Company
accounts for options granted under the plan under the recognition
and measurement principles of APB Opinion No. 25, "Accounting for
Stock  Issued  to  Employees", and related  interpretations.   No
stock-based  employee  compensation  cost  is  reflected  in  net
income,  as  all options granted under the plans had an  exercise
price  equal to the market values of the underlying common  stock
on  the  dates  of  grant.  The following table  illustrates  the
effect  on net earnings and net earnings per share if the Company
had applied the fair value recognition provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting  for
Stock-Based Compensation" to stock-based employee compensation.

<table>
<caption>
<s>
                             Three Months       Nine Months
                                Ended              Ended
                            September 30,       September 30,
                            (in thousands,     (in thousands,
                              except per         except per
                              share data)        share data)

<c>                            <c>      <c>        <c>      <c>
                               2004    2003       2004     2003
Net income, as reported      $2,584   $2,887     $3,132   $3,008
Deduct:  Total stock option
employee compensation expense
determined under fair value
based method for all awards,
net of realted tax effects     (32)     (19)      (155)     (42)
Proforma net income          $2,552   $2,868     $2,977   $2,966

Income per common share:
Basic and diluted - as
 reported                     $0.23    $0.27      $0.28    $0.28
Basic and diluted - proforma  $0.23    $0.27      $0.27    $0.28

</table>

Note E - Acquisition

On  July  23, 2004, the Company acquired the business and certain
assets  of  Excel  Importing  Corp.,  ("Excel"),  a  wholly-owned
subsidiary  of  Mickelberry Communications  Incorporated.   Excel
markets  and  distributes  a diversified  line  of  high  quality
cutlery,  tabletop,  cookware and barware  products  under  well-
recognized premium brand names, including Sabatier(R), Farberware(R),
Retroneu Design Studio(R), Joseph Abboud Environments(R), DBK-Daniel
Boulud Kitchen(TM) and Legnoart(R).  The purchase price, subject to
post  closing  adjustments, was approximately  $8.5  million,  of
which $7.0 million was paid at the closing.  The Company has  not
paid  the  balance  of  $1.5 million as  it  believes  the  total
estimated  post closing adjustments and certain other claims  are
in excess of that amount.

The  Company has not yet completed the evaluation and  allocation
of   the  purchase  price  for  the  Excel  acquisition  as   the
calculation  of  post  closing  adjustments  has  not  yet   been
finalized and the valuation of certain intangibles has  not  been
completed.   The initial $7.0 million of the purchase price  that
was  paid  at  closing has been allocated based  on  management`s
estimates as follows (in thousands):
<table>
<caption>
<s>
           <c>                     <c>
           Accounts receivable     $1,300
           Inventory                4,500
           Current liabilities    (4,700)
           Intangibles              5,900
                                   $7,000
</table>


Report of Independent Registered Public Accounting Firm


We  have  reviewed  the condensed consolidated balance  sheet  of
Lifetime Hoan Corporation and subsidiaries (the "Company") as  of
September   30,  2004  and  the  related  condensed  consolidated
statements  of income for the three-month and nine-month  periods
ended   September  30,  2004,  and  the  condensed   consolidated
statement  of cash flows for the nine-months ended September  30,
2004.   These interim financial statements are the responsibility
of the Company's management.

We  conducted  our  review in accordance with  standards  of  the
Public  Company  Accounting Oversight Board (United  States).   A
review  of interim financial information consists principally  of
applying  analytical procedures to financial data and  of  making
inquiries  of  persons responsible for financial  and  accounting
matters.   It  is  substantially less  in  scope  than  an  audit
conducted in accordance with the standards of the Public  Company
Accounting  Oversight  Board,  the  objective  of  which  is  the
expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications that should be made to such condensed  consolidated
interim  financial statements for them to be in  conformity  with
U.S. generally accepted accounting principles.



/s/ Ernst & Young LLP


Melville, New York
October 29, 2004


ITEM 2.                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The  Company is a leading designer, developer and marketer  of  a
broad  range  of  branded consumer products  used  in  the  home,
including  Kitchenware, Cutlery and Cutting Boards, Bakeware  and
Cookware,  Pantryware and Spices, Tabletop and Bath  Accessories.
Products are marketed under brand names including Farberware(R),
Kitchen-Aid(R), Cuisinart(R), Hoffritz(R), Sabatier(R), DBK-Daniel
Boulud Kitchen(TM), Joseph Abboud Environments(R), Roshco(R), Baker's
Advantage(R), Kamenstein(R), Casa-Moda(R), Hoan(R), Gemco(R) and :USE(R).
The  Company  uses  the Farberware(R) brand name for kitchenware,
cutlery  and cutting boards and bakeware pursuant to  a  200-year
royalty-free license.  The Company  licenses  the  KitchenAid(R),
Cuisinart(R), Farberware(R) (for flatware and dinnerware), Sabatier(R),
DBK-Daniel Boulud Kitchen(TM) and Joseph Abboud Environments(R) trade
names pursuant to licenses granted by the owners of those brands.
All  other  brand names listed above are owned.  Several  product
lines   are  marketed  within  each  of  the  Company's   product
categories  and  under  brands primarily  targeting  moderate  to
medium price points, through every major level of trade.

Over  the  last  several years, sales growth has come  from:  (i)
expanding  product  offerings  within  current  categories,  (ii)
developing  and  acquiring product categories and (iii)  entering
new  channels  of distribution, primarily in the  United  States.
Key  factors in the Company's growth strategy have been and  will
continue to be, the selective use and management of strong brands
and  the  ability to provide a steady stream of new products  and
designs.

The  Company's gross profit margin is subject to fluctuation  due
primarily to product mix and, in some instances, customer mix.

The  Company's  business  and working capital  needs  are  highly
seasonal, with a significant majority of sales occurring  in  the
third  and fourth quarters. In 2003 and 2002, net sales  for  the
third  and fourth quarters combined accounted for 66.2% and 60.8%
of  total  annual  net sales, respectively, and operating  profit
earned  in  the third and fourth quarters combined accounted  for
96.8%  and  100% of total annual profits, respectively. Inventory
levels increase primarily in the June through October time period
in anticipation of the pre-holiday shipping season.

Because  of the seasonality of the Company's business  and  other
factors,  results  for  any interim period  are  not  necessarily
indicative  of  the  results that may be achieved  for  the  full
fiscal year.

CRITICAL ACCOUNTING POLICIES
Management's  Discussion and Analysis of Financial Condition  and
Results   of  Operations  discusses  the  unaudited  consolidated
financial statements which have been prepared in accordance  with
accounting principles generally accepted in the United States for
interim  financial information and with the instructions to  Form
10-Q  and Article 10 of Regulation S-X.  The preparation of these
financial  statements requires management to make  estimates  and
assumptions  that  affect  the reported  amounts  of  assets  and
liabilities   and  the  disclosure  of  contingent   assets   and
liabilities  at  the  date of the financial  statements  and  the
reported  amounts of revenues and expenses during  the  reporting
period.  On an on-going basis, management evaluates its estimates
and   judgments,   including  those   related   to   inventories.
Management   bases  it  estimates  and  judgments  on  historical
experience and on various other factors that are believed  to  be
reasonable under the circumstances, the results of which form the
basis  for  making judgments about the carrying values of  assets
and liabilities that are not readily apparent from other sources.
Actual  results  may differ from these estimates under  different
assumptions  or  conditions.   The  Company  believes  that   the
following  discussion  addresses  the  most  critical  accounting
policies,  which  are  those  that  are  most  important  to  the
portrayal  of  the Company's financial condition and  results  of
operations  and  require management's most difficult,  subjective
and  complex  judgments.  It is suggested  that  these  condensed
financial  statements be read in conjunction with  the  financial
statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2003.

Merchandise inventories, principally finished goods,  are  priced
by  the  lower  of  cost (first-in, first-out  basis)  or  market
method.   Reserves for excess or obsolete inventory reflected  in
the  consolidated  balance  sheets  at  September  30,  2004  and
December  31,  2003 are determined to be adequate by  management;
however, there can be no assurance that these reserves will prove
adequate  over time to provide for ultimate losses in  connection
with  the  Company's inventory.  Management periodically  reviews
and  analyzes  inventory reserves based on a  number  of  factors
including,  but not limited to, future product demand  for  items
and estimated profitability of merchandise.

Effective  January  1,  2002, the Company  adopted  Statement  of
Financial   Accounting  Standard  ("SFAS")  No.  141,   "Business
Combinations",  and SFAS No. 142, "Goodwill and Other  Intangible
Assets".    SFAS  No.  141  requires  all  business  combinations
initiated  after  June  30, 2001 to be accounted  for  using  the
purchase  method.   Under SFAS No. 142, goodwill  and  intangible
assets  with  indefinite lives are no longer  amortized  but  are
reviewed at least annually for impairment.  For each of the years
ended December 31, 2003 and December 31, 2002, an assessment  was
completed.   Based  upon  such  reviews,  no  impairment  to  the
carrying value of goodwill was identified, and the Company ceased
amortizing goodwill effective January 1, 2002.


RESULTS OF OPERATIONS

The following table sets forth income statement data of the
Company as a percentage of net sales for the periods indicated
below.
<table>
<caption>
<s>
                                 Three Months       Nine Months
                                     Ended             Ended
                                 September 30,     September 30,
<c>                              <c>      <c>       <c>      <c>
                                2004     2003      2004     2003

Net sales                       100.0 % 100.0 %    100.0 %  100.0 %
Cost of sales                    59.6    58.0       58.8     56.9
Distribution expenses            10.9    12.1       12.4     14.4
Selling, general and
 administrative expenses         20.6    18.5       24.1     23.1
Income from operations            8.9    11.4        4.7      5.6
Interest expense                  0.5     0.4        0.4      0.5
Other income                        -       -          -    (0.1)
Income before income taxes        8.4    11.0        4.3      5.2
Tax provision                     3.3     4.4        1.7      2.1
Net income                        5.1 %   6.6 %      2.6 %    3.1 %
</table>

              Three Months Ended September 30, 2004
        Compared to Three Months ended September 30, 2003

Net Sales
Net  sales  for  the three months ended September 30,  2004  were
approximately $51.2 million, an increase of $7.2 million or 16.3%
over  net sales for the prior year's corresponding period.  Gemco
and  :USE product lines that were acquired in the fourth  quarter
of  2003 and the Excel product lines which were acquired in  July
2004  contributed  a combined $5.1 million in net  sales  to  the
2004  third quarter.  Excluding the combined net sales  from  the
Gemco  :USE and Excel product lines, net sales increased by  4.6%
over  the  third quarter of 2003.  A portion of the increase  was
related  to  increased net sales of KitchenAid branded  products,
offset by decreased net sales of the S'mores Maker.

The Outlet Stores also had increased sales, primarily as a result
of  the  Company occupying 70% of the space in each store in  the
third  quarter  of 2004 as compared to 50% of the space  in  each
store during the third quarter of 2003.  Outlet Stores sales  for
the  2004  quarter, were less than 8% of the Company's total  net
sales and had an operating loss for the period.

Net   sales  for  the  third  quarter  of  2004  were  below  our
expectations due principally to the late delivery of  merchandise
from overseas suppliers.  Many of the Company's suppliers of  new
products encountered difficulties with the start-up of production
of  new  lines, including new lines of KitchenAid(R) Cutlery,  the
ceramic S'mores Maker(TM) and the new Smokeless Tabletop Griller(TM).
As  a  result,  a  number  of sales programs  did  not  begin  as
scheduled during the quarter.  In addition, the supply chain  was
negatively  impacted by shortages and delays in the  availability
of  raw  materials in Asia and delays in receiving goods  due  to
congestion  at  ports in the United States.  These  start-up  and
other  supply chain issues had a negative impact on  sales.   The
Company  believes that these issues have generally been  resolved
and  expects  the flow of merchandise to continue at satisfactory
levels throughout the important holiday shipping season.

Many  retail  customers also faced challenges  during  the  third
quarter of 2004 caused by high gasoline prices and severe weather
in   the  Southeastern  United  States.   In  addition,  measures
instituted  earlier  in  2004  by a  major  customer  to  improve
inventory  turns  and  lower  its  in-stock  position  continued.
Together,  these factors had a negative effect on the timing  and
reduced  the  dollar value of sales orders the  Company  received
during the quarter when compared to our expectations.


Cost of Sales
Cost  of sales for the three months ended September 30, 2004  was
$30.6  million,  an increase of $5.0 million or  19.6%  over  the
comparable  2003  period. Cost of sales as a  percentage  of  net
sales  increased to 59.6% from 58.0%, primarily as  a  result  of
higher sales of KitchenAid branded products which generate  lower
gross  profit  margins due to the added costs  of  royalties  and
higher  sales of products that carry lower gross profit  margins,
including bakeware, Gemco functional glassware products and Excel
products.

Distribution Expenses
Distribution  expenses for the three months ended  September  30,
2004  were  $5.6 million, an increase of 4.2% from the comparable
2003 period.  Excluding the expenses associated with the move  to
the  new  Robbinsville,  New Jersey warehouse,  which  were  $0.1
million   for  the  three  months  ended  September   30,   2003,
distribution expenses increased by approximately $0.4 million  or
6.9%  in  the  third  quarter of 2004 as compared  to  the  third
quarter  of 2003.  Distribution expenses as a percentage  of  net
sales  decreased in the third quarter of 2004 as compared to  the
2003  period.  This improved relationship reflects the  continued
benefits  of  labor  savings in the Company's  Robbinsville,  New
Jersey distribution center.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months
ended September 30, 2004 were $10.6 million, an increase of  $2.4
million  or 29.6% over the comparable 2003 period.  The  majority
of  the  increase in selling, general and administrative expenses
was  attributable to the Outlet Store operations  and  the  added
operating expenses for the Gemco, :USE and Excel businesses.  The
growth in operating expenses for the Outlet Stores were primarily
the  result of the Company being responsible for 70% of the space
and  expenses  in  each store in the third  quarter  of  2004  as
compared  to 50% in each store during the third quarter of  2003.
Excluding  the  expenses for the Outlet Stores, Gemco,  :USE  and
Excel  operations,  selling, general and administrative  expenses
increased 9.8% in the 2004 quarter due to higher personnel  costs
including  budgeted  personnel increases in  the  product  design
group,  the  overseas  sourcing  department  and  the  sales  and
marketing departments.

Tax Provision
Income  tax  expense  for the second quarter  of  2004  was  $1.7
million  as  compared  to  $2.0 million in  the  comparable  2003
quarter.  The decrease in income tax expense is directly  related
to the decrease in income before taxes from 2004 to 2003.  Income
taxes  as a percentage of income before taxes remained consistent
from year-to-year at approximately 40%.


              Nine Months Ended September 30, 2004
        Compared to Nine Months ended September 30, 2003

Net Sales
Net  sales  for  the nine months ended September  30,  2004  were
$121.4 million, an increase of $23.1 million or 23.5% as compared
to  the corresponding 2003 period.  Gemco and :USE product  lines
which  were acquired in the fourth quarter of 2003 and  sales  of
the  Excel  product  lines  which were  acquired  in  July  2004,
contributed  a combined $8.6 million in net sales  for  the  2004
period.   Excluding the combined net sales from the  Gemco,  :USE
and  Excel product lines, net sales increased by 14.7%  over  the
nine-month  period  ended September 30, 2003.   The  increase  in
sales  volume  was  attributable primarily  to  higher  sales  of
KitchenAid   branded  products,  Farberware  branded  kitchenware
products   and  increased  shipments  of  Kamenstein   pantryware
products.

The Outlet Stores also had increased sales, primarily as a result
of  the  Company occupying 70% of the space in each store in  the
2004  as compared to 50% of the space in each store during  2003.
Outlet Stores sales for the first nine months of 2004, which were
less  than  9% of the Company's total net sales, were lower  than
expected,  resulting in an operating loss for the  Outlet  Stores
for the period.

Cost of Sales
Cost  of  sales for the nine months ended September 30, 2004  was
$71.4  million,  an  increase of 27.5% over the  comparable  2003
period.  Cost of sales as a percentage of net sales increased  to
58.8%  from  56.9%,  primarily as a result  of  higher  sales  of
KitchenAid branded products, which generate lower margins due  to
the  added  costs  of royalties and higher sales  of  pantryware,
Gemco  functional glassware products and Excel products, each  of
which  generates  lower gross profit margins than  the  Company's
other major product categories.

Distribution Expenses
Distribution  expenses for the nine months  ended  September  30,
2004 were $15.0 million, an increase of $0.9 million or 6.4% from
the  comparable  2003 period.  Excluding the expenses  associated
with  the  move to the new Robbinsville, New Jersey warehouse  of
approximately  $0.6  million  for  the  nine-month  period  ended
September   30,   2003,   distribution  expenses   increased   by
approximately  $1.5  million  in  the  nine-month  period   ended
September  30,  2004 as compared to the nine-month  period  ended
September  30, 2003.  The higher expenses were primarily  due  to
the  increased distribution expenses related to the  acquisitions
of  the  Gemco, :USE and Excel businesses.  Distribution expenses
as  a  percentage of net sales decreased in the nine-months ended
September 30, 2004 as compared to the nine-months ended September
30,  2003.   This  improved relationship reflects  the  continued
benefits  of  labor  savings in the Company's  Robbinsville,  New
Jersey distribution center.

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the nine  months
ended September 30, 2004 were $29.3 million, an increase of  $6.6
million  or 28.8% from the comparable 2003 period.   The majority
of  the  increase in selling, general and administrative expenses
was  attributable to the Outlet Store operations  and  the  added
operating expenses for the Gemco, :USE and Excel businesses.  The
growth in operating expenses for the Outlet Stores were primarily
the  result of the Company being responsible for 70% of the space
and  expenses  in  each store in the third  quarter  of  2004  as
compared  to 50% in each store during the third quarter of  2003.
Excluding  the  expenses for the Outlet Stores, Gemco,  :USE  and
Excel  operations,  selling, general and administrative  expenses
increased 11.7% in the 2004 period due to higher personnel  costs
including  budgeted  personnel increases in  the  product  design
group,  the  overseas  sourcing  department  and  the  sales  and
marketing departments.

Tax Provision
Income tax expense for the nine months ended September 30,   2004
was  $2.1  million as compared to $2.0 million in the  comparable
2003  period.   The  increase in income tax expense  is  directly
related to the increase in income before taxes from 2003 to 2004.
Income  taxes  as  a percentage of income before  taxes  remained
consistent from year-to-year at approximately 40%.

LIQUIDITY AND CAPITAL RESOURCES

On  July  28, 2004, the Company entered into a $50 million  five-
year,  secured  credit facility (the "Credit  Facility")  with  a
group  of banks and, in conjunction therewith, canceled  its  $35
million secured, reducing revolving credit facility which was due
to mature in November 2004.  Borrowings under the Credit Facility
are secured by all of the assets of the Company.  Under the terms
of  the  Credit  Facility, the Company  is  required  to  satisfy
certain    financial   covenants,   including   limitations    on
indebtedness and sale of assets; a minimum fixed charge ratio;  a
maximum  leverage ratio and maintenance of a minimum  net  worth.
Borrowings under the credit facility have different interest rate
options that are based on an alternate base rate, the LIBOR  rate
and  the lender's cost of funds rate, plus in each case a  margin
based on a leverage ratio.  As of September 30, 2004, the Company
had  outstanding  $0.8 million of letters  of  credit  and  trade
acceptances, $27.2 million of short-term borrowings  and  a  $5.0
million term loan under its Credit Facility and, as a result, the
availability  under the Credit Facility was $17.0  million.   The
$5.0 million long-term loan is non-amortizing, bears interest  at
5.07%  and  matures in August 2009.  Interest rates on short-term
borrowings at September 30, 2004 ranged from 2.813% to 3.00%.

At  September 30, 2004, the Company had cash and cash equivalents
of $0.7 million as compared to $1.2 million at December 31, 2003.

On  November 3, 2004, the Board of Directors declared  a  regular
quarterly  cash dividend of $0.0625 per share to shareholders  of
record on November 5, 2004 to be paid on November 19, 2004.   The
dividend to be paid will be approximately $0.7 million.

The   Company  believes  that  its  cash  and  cash  equivalents,
internally  generated funds and its existing credit  arrangements
will  be  sufficient to finance its operations for at  least  the
next 12 months.

The  results  of  operations  of  the  Company  for  the  periods
discussed  have not been significantly affected by  inflation  or
foreign    currency    fluctuation.   The   Company    negotiates
predominantly  all  of  its  purchase  orders  with  its  foreign
manufacturers in United States dollars. Thus, notwithstanding any
fluctuation  in foreign currencies, the Company's  cost  for  any
purchase order is not subject to change after the time the  order
is  placed.  However, any weakening of the United  States  dollar
against  local  currencies  could lead certain  manufacturers  to
increase  United  States dollar prices for  their  products.  The
Company  believes  it would be able to compensate  for  any  such
price increase.

Item  3.  Quantitative and Qualitative Disclosures  About  Market
Risk

Market  risk  represents the risk of loss  that  may  impact  the
consolidated  financial position, results of operations  or  cash
flows  of  the  Company.  The Company is exposed to  market  risk
associated with changes in interest rates.  The Company's line of
credit  bears interest at variable rates.  The Company is subject
to  increases  and decreases in interest expense on its  variable
rate  debt resulting from fluctuations in the interest  rates  of
such  debt.  There were no changes in interest rates that  had  a
material  impact on the consolidated financial position,  results
of  operations or cash flows of the Company during the nine-month
period ended September 30, 2004.

Item 4.         Control and Procedures

The  Chief  Executive Officer and the Chief Financial Officer  of
the  Company  (its  principal  executive  officer  and  principal
financial officer, respectively) have concluded, based  on  their
evaluation as of a date within 90 days prior to the date  of  the
filing  of this Report on Form 10-Q, that the Company's  controls
and  procedures are effective to ensure that information required
to  be  disclosed by the Company in the reports filed by it under
the Securities and Exchange Act of 1934, as amended, is recorded,
processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms, and include controls  and
procedures  designed to ensure that information  required  to  be
disclosed  by  the  Company in such reports  is  accumulated  and
communicated  to  the Company's management, including  the  Chief
Executive Officer and Chief Financial Officer of the Company,  as
appropriate   to   allow  timely  decisions  regarding   required
disclosure.

There were no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of such evaluation.


PART II - OTHER INFORMATION

Forward Looking Statements:  This Quarterly Report on Form 10-Q
contains certain forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including statements concerning the Company's
future products, results of operations and prospects.  These
forward-looking statements involve risks and uncertainties,
including risks relating to general economic and business
conditions, including changes which could affect customer payment
practices or consumer spending; industry trends; the loss of
major customers; changes in demand for the Company's products;
the timing of orders received from customers; cost and
availability of raw materials; increases in costs relating to
manufacturing and transportation of products; dependence on
foreign sources of supply and foreign manufacturing; and the
seasonal nature of the business as detailed from time to time in
the Company's filings with the Securities and Exchange
Commission.  Such statements are based on management's current
expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ
materially from those described in the forward-looking
statements.

Item 1.   Legal Proceedings
    Not applicable.

Item 2.   Changes in Securities and Use of Proceeds
    Not applicable

Item 3.   Defaults Upon Senior Securities
    Not applicable

Item 4.   Submission of Matters to a Vote of Security-Holders
    Not applicable

Item 5.   Other Information
    Not applicable.


Item 6. Exhibit(s) and Reports on Form 8-K.

        (a) Exhibit(s) in the third quarter of 2004:

            Exhibit 31.1    Certification by Jeffrey Siegel, Chief
                      Executive  Officer, pursuant to  Rule  13a-
                      14(a)  or  Rule 15d-14(a) of the Securities
                      and   Exchange  Act  of  1934,  as  adopted
                      pursuant  to  Section 302 of the  Sarbanes-
                      Oxley Act of 2002.

            Exhibit 31.2    Certification by Robert McNally, Chief
                      Financial  Officer, pursuant to  Rule  13a-
                      14(a)  or  Rule 15d-14(a) of the Securities
                      and   Exchange  Act  of  1934,  as  adopted
                      pursuant  to  Section 302 of the  Sarbanes-
                      Oxley Act of 2002.

            Exhibit 32      Certification by Jeffrey Siegel, Chief
                      Executive  Officer,  and  Robert   McNally,
                      Chief  Financial Officer,  pursuant  to  18
                      U.S.C.  Section  1350, as adopted  pursuant
                      to  Section  906 of the Sarbanes-Oxley  Act
                      of 2002.

           Exhibit 10.43    Amendment and Restated Credit Facility
                      Agreement     between     Lifetime     Hoan
                      Corporation  and  The  Bank  of  New  York,
                      dated July 28, 2004.



        (b) Reports on Form 8-K in the third quarter of 2004:
                         On  July 28, 2004, the Company  filed  a
                      report  on  Form 8-K announcing results  of
                      operations  for and financial condition  as
                      of  the  end  of  its second quarter  ended
                      June 30, 2004.







                           SIGNATURES


Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.






                    Lifetime Hoan Corporation


                                              November 8, 2004
                        /s/ Jeffrey Siegel
                    __________________________________
                    Jeffrey Siegel
                        Chief Executive Officer and President
                        (Principal Executive Officer)



                                              November 8, 2004
                        /s/ Robert McNally
                    __________________________________
                    Robert McNally
                        Vice President - Finance and Treasurer
                        (Principal Financial and Accounting Officer)


                                                   Exhibit 31.1
                          CERTIFICATION

I, Jeffrey Siegel, certify that:

   1.  I have reviewed this quarterly report on Form 10-Q of
      Lifetime Hoan Corporation ("the registrant");

   2.  Based on my knowledge, this quarterly report does not contain
      any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not
      misleading with respect to the period covered by this quarterly
      report:

   3.  Based on my knowledge, the financial statements, and other
      financial information included in this quarterly report, fairly
      present in all material respects the financial condition, results
      of operations and cash flows of the registrant as of, and for,
      the periods presented in this quarterly report;

   4.  The registrant's other certifying officers and I are
      responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
      14) for the registrant and have:

        a. designed such disclosure controls and procedures, or caused
           such disclosure controls and procedures to be designed under our
           supervision, to ensure that material information relating to the
           registrant, including its consolidated subsidiaries, is made
           known to us by others within those entities, particularly during
           the period in which this quarterly report is being prepared;
        b. evaluated the effectiveness of the registrant's disclosure
           controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure controls
           and procedures, as of the end of the period covered by this
           report based on such evaluation; and
        c. disclosed in this report any change in the registrant's
           internal controls over financial reporting that occurred during
           the registrant's most recent fiscal quarter that has materially
           affected or is reasonably likely to materially affect the
           registrant's internal controls over financial reporting; and

   5.  The registrant's other certifying officers and I have
      disclosed, based on our most recent evaluation of internal
      controls over financial reporting, to the registrant's auditors
      and the audit committee of registrant's board of directors (or
      persons performing the equivalent functions):
        a. all significant deficiencies and material weaknesses in the
           design or operation of internal controls over financial reporting
           which are reasonably likely to adversely affect the registrant's
           ability to record, process, summarize and report financial
           information; and
        b. any fraud, whether or not material, that involves management
           or other employees who have a significant role in the
           registrant's internal controls over financial reporting.





Date:        November 8, 2004



__/s/ Jeffrey Siegel______________
   Jeffrey Siegel
President and Chief Executive Officer






                                                     Exhibit 31.2
                          CERTIFICATION

I, Robert McNally, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of
     Lifetime Hoan Corporation ("the registrant");

  2.  Based on my knowledge, this quarterly report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of
     the circumstances under which such statements were made, not
     misleading with respect to the period covered by this quarterly
     report:

  3.  Based on my knowledge, the financial statements, and other
     financial information included in this quarterly report, fairly
     present in all material respects the financial condition, results
     of operations and cash flows of the registrant as of, and for,
     the periods presented in this quarterly report;

  4.  The registrant's other certifying officers and I are
     responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
     14) for the registrant and have:

       a. designed such disclosure controls and procedures, or caused
          such disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during
          the period in which this quarterly report is being prepared;
       b. evaluated the effectiveness of the registrant's disclosure
          controls and procedures and presented in this report our
          conclusions about the effectiveness of the disclosure controls
          and procedures, as of the end of the period covered by this
          report based on such evaluation; and
       c. disclosed in this report any change in the registrant's
          internal controls over financial reporting that occurred during
          the registrant's most recent fiscal quarter that has materially
          affected or is reasonably likely to materially affect the
          registrant's internal controls over financial reporting; and

   5. The registrant's other certifying officers and I
     have disclosed, based on our most recent evaluation of
     internal controls over financial reporting, to the
     registrant's auditors and the audit committee of
     registrant's board of directors (or persons performing the
     equivalent functions):
       a. all significant deficiencies and material weaknesses in the
          design or operation of internal controls over financial reporting
          which are reasonably likely to adversely affect the registrant's
          ability to record, process, summarize and report information; and
       b. any fraud, whether or not material, that involves management
          or other employees who have a significant role in the
          registrant's internal controls over financial reporting.



Date:        November 8, 2004



___/s/ Robert McNally___________
    Robert McNally
Vice President and Chief Financial Officer

                           EXHIBIT 32

  Certification by Jeffrey Siegel, Chief Executive Officer, and
            Robert McNally, Chief Financial Officer,
   Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.



        I, Jeffrey Siegel, Chief Executive Officer, and I, Robert
McNally, Chief Financial Officer, of Lifetime Hoan Corporation, a
Delaware corporation (the "Company"), each hereby certifies that:


   (1) The Company's periodic report on Form 10-Q for the period
       ended September 30, 2004 (the "Form 10-Q") fully complies with
       the requirements of Section 13(a) or 15(d) of the Securities
       Exchange Act of 1934, as amended; and
   (2) The information contained in the Form 10-Q fairly presents,
       in all material respects, the financial condition and results of
       operations of the Company.






     /s/ Jeffrey Siegel                        /s/ Robert McNally
          Jeffrey Siegel                         Robert McNally
Chief Executive Officer                        Chief Financial Officer

Date:     November 8, 2004              Date:     November 8, 2004



                          EXHIBIT 10.43


              AMENDED AND RESTATED CREDIT AGREEMENT


                   dated as of July __, 2004,


                              among


                    LIFETIME HOAN CORPORATION
                          as Borrower,


                    the Lenders party hereto


                               and


                      THE BANK OF NEW YORK,
                     as Administrative Agent


                   ___________________________

                    BNY CAPITAL MARKETS, INC.
                as Lead Arranger and Book Manager
                        TABLE OF CONTENTS


ARTICLE 1.  DEFINITIONS                                    1
 SECTION 1.01                                DEFINED TERMS 1
 SECTION 1.02       CLASSIFICATION OF LOANS AND BORROWINGS 18
 SECTION 1.03                              TERMS GENERALLY 19
 SECTION 1.04                       ACCOUNTING TERMS; GAAP 19
ARTICLE 2.  THE CREDITS                                    20
 SECTION 2.01                                  COMMITMENTS 20
 SECTION 2.02                         LOANS AND BORROWINGS 20
 SECTION 2.03                      REQUESTS FOR BORROWINGS 20
 SECTION 2.04                        FUNDING OF BORROWINGS 21
 SECTION 2.05                             SWING LINE LOANS 22
 SECTION 2.06     TERMINATION AND REDUCTION OF COMMITMENTS 23
 SECTION 2.07         REPAYMENT OF LOANS; EVIDENCE OF DEBT 24
 SECTION 2.08                          PREPAYMENT OF LOANS 24
 SECTION 2.09PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SETOFFS25
 SECTION 2.10             OPTIONAL INCREASE IN COMMITMENTS 27
 SECTION 2.11                            LETTERS OF CREDIT 27
 SECTION 2.12                          BANKERS ACCEPTANCES 31
 SECTION 2.13                      CASH COLLATERAL ACCOUNT 34
 SECTION 2.14LOANS, LETTERS OF CREDIT AND BANKERS ACCEPTANCES UNDER THE
            ORIGINAL CREDIT AGREEMENT                   34
ARTICLE 3.  INTEREST, FEES, YIELD PROTECTION, ETC.        34
 SECTION 3.01                                     INTEREST 34
 SECTION 3.02                           INTEREST ELECTIONS 35
 SECTION 3.03                                         FEES 36
 SECTION 3.04                   ALTERNATE RATE OF INTEREST 37
 SECTION 3.05                  INCREASED COSTS; ILLEGALITY 38
 SECTION 3.06                       BREAK FUNDING PAYMENTS 39
 SECTION 3.07                                        TAXES 40
 SECTION 3.08                       MITIGATION OBLIGATIONS 41
 SECTION 3.09                      SUBSTITUTION OF LENDERS 41
ARTICLE 4.  REPRESENTATIONS AND WARRANTIES                41
 SECTION 4.01                         ORGANIZATION; POWERS 41
 SECTION 4.02                AUTHORIZATION; ENFORCEABILITY 42
 SECTION 4.03         GOVERNMENTAL APPROVALS; NO CONFLICTS 42
 SECTION 4.04FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE   42
 SECTION 4.05                                   PROPERTIES 42
 SECTION 4.06         LITIGATION AND ENVIRONMENTAL MATTERS 43
 SECTION 4.07          COMPLIANCE WITH LAWS AND AGREEMENTS 43
 SECTION 4.08        INVESTMENT AND HOLDING COMPANY STATUS 43
 SECTION 4.09                                        TAXES 43
 SECTION 4.10                                        ERISA 44
 SECTION 4.11                                   DISCLOSURE 44
 SECTION 4.12                                 SUBSIDIARIES 44
 SECTION 4.13                                    INSURANCE 44
 SECTION 4.14                                LABOR MATTERS 44
 SECTION 4.15                                     SOLVENCY 45
 SECTION 4.16                  FEDERAL RESERVE REGULATIONS 45
 SECTION 4.17                           SECURITY DOCUMENTS 45
ARTICLE 5.  CONDITIONS                                    45
 SECTION 5.01                               EFFECTIVE DATE 45
 SECTION 5.02                     EACH EXTENSION OF CREDIT 48
ARTICLE 6.  AFFIRMATIVE COVENANTS                         48
 SECTION 6.01   FINANCIAL STATEMENTS AND OTHER INFORMATION 48
 SECTION 6.02                   NOTICES OF MATERIAL EVENTS 49
 SECTION 6.03               EXISTENCE; CONDUCT OF BUSINESS 50
 SECTION 6.04                       PAYMENT OF OBLIGATIONS 50
 SECTION 6.05                    MAINTENANCE OF PROPERTIES 50
 SECTION 6.06         BOOKS AND RECORDS; INSPECTION RIGHTS 50
 SECTION 6.07                         COMPLIANCE WITH LAWS 51
 SECTION 6.08                              USE OF PROCEEDS 51
 SECTION 6.09                    NOTICE OF CERTAIN CHANGES 51
 SECTION 6.10                                    INSURANCE 51
 SECTION 6.11                      ADDITIONAL SUBSIDIARIES 51
 SECTION 6.12             INFORMATION REGARDING COLLATERAL 52
 SECTION 6.13                    CASUALTY AND CONDEMNATION 52
 SECTION 6.14                           FURTHER ASSURANCES 53
ARTICLE 7.  NEGATIVE COVENANTS                            53
 SECTION 7.01                                 INDEBTEDNESS 54
 SECTION 7.02                                        LIENS 54
 SECTION 7.03                          FUNDAMENTAL CHANGES 55
 SECTION 7.04INVESTMENTS, LOANS, ADVANCES, GUARANTEES AND ACQUISITIONS 56
 SECTION 7.05                                  ASSET SALES 57
 SECTION 7.06             SALE AND LEASE-BACK TRANSACTIONS 58
 SECTION 7.07                           HEDGING AGREEMENTS 58
 SECTION 7.08                          RESTRICTED PAYMENTS 58
 SECTION 7.09                 TRANSACTIONS WITH AFFILIATES 58
 SECTION 7.10                       RESTRICTIVE AGREEMENTS 58
 SECTION 7.11              AMENDMENT OF MATERIAL DOCUMENTS 59
 SECTION 7.12                               LEVERAGE RATIO 59
 SECTION 7.13                  FIXED CHARGE COVERAGE RATIO 59
 SECTION 7.14                                    NET WORTH 59
 SECTION 7.15                  PREPAYMENTS OF INDEBTEDNESS 59
ARTICLE 8.  EVENTS OF DEFAULT                             59
 SECTION 8.01                            EVENTS OF DEFAULT 59
 SECTION 8.02                            CONTRACT REMEDIES 61
ARTICLE 9.  THE ADMINISTRATIVE AGENT                      62
ARTICLE 10. MISCELLANEOUS                                 64
 SECTION 10.01                                     NOTICES 64
 SECTION 10.02                         WAIVERS; AMENDMENTS 64
 SECTION 10.03          EXPENSES; INDEMNITY; DAMAGE WAIVER 65
 SECTION 10.04                      SUCCESSORS AND ASSIGNS 66
 SECTION 10.05                                    SURVIVAL 68
 SECTION 10.06    COUNTERPARTS; INTEGRATION; EFFECTIVENESS 69
 SECTION 10.07                                SEVERABILITY 69
 SECTION 10.08                             RIGHT OF SETOFF 69
 SECTION 10.09GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS   69
 SECTION 10.10                        WAIVER OF JURY TRIAL 70
 SECTION 10.11                                    HEADINGS 70
 SECTION 10.12                    INTEREST RATE LIMITATION 70
 SECTION 10.13                      USA PATRIOT ACT NOTICE 71

 SCHEDULES:
  SCHEDULE        COMMITMENTS
2.01
  Schedule        Existing Letters of Credit
2.11
  Schedule        Existing Bankers Acceptances
2.12
  Schedule        Disclosed Matters
4.06
  Schedule        Subsidiaries
4.12
  Schedule        Insurance
4.13
  Schedule        Existing Indebtedness
7.01
  Schedule        Existing Liens
7.02
  Schedule        Existing Investments
7.04
  Schedule        Existing Restrictions
7.10


  EXHIBITS:
  Exhibit A       Form of Assignment and Acceptance
  Exhibit B       Form of Opinion of Rivkin Radler LLP
  Exhibit C-1     Form of Revolving Note
  Exhibit C-2     Form of Swing Line Note
  Exhibit D       Form of Guarantee Reaffirmation
  Exhibit E       Form of Security Agreement Reaffirmation


              AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July __,  2004
(this  "Agreement"), among LIFETIME HOAN CORPORATION, a  Delaware
corporation  (the  "Borrower"), the  Lenders  party  hereto  (the
"Lenders") and THE BANK OF NEW YORK, as Administrative Agent  (in
such capacity, the "Administrative Agent").
The  Borrower, the Administrative Agent and certain  lenders  are
parties to the Credit Agreement dated as of November 8, 2001  (as
amended through the date hereof, the "Original Credit Agreement")
among  the  Borrower, such lenders and the Administrative  Agent.
The  Borrower,  the  Administrative Agent and the  lenders  party
hereto  desire to amend and restate the Original Credit Agreement
on the terms and conditions set forth herein.
Accordingly,  for  good and valuable consideration,  the  parties
hereto  agree that the Original Credit Agreement shall be amended
and restated in its entirety as follows:

ARTICLE 1  DEFINITIONS

     Section 1.01  Defined Terms

          As used in this Agreement, the following terms have the
     meanings specified below:
          "ABR", when used in reference to any Loan or Borrowing,
     refers to whether such Loan, or the Loans comprising such
     Borrowing, are bearing interest at a rate determined by
     reference to the Alternate Base Rate.
          "Adjusted LIBO Rate" means, with respect to any
     Eurodollar Borrowing for any Interest Period, an interest
     rate per annum (rounded upwards, if necessary, to the next
     1/16 of 1%) equal to (a) the LIBO Rate for such Interest
     Period multiplied by (b) the Statutory Reserve Rate.
          "Administrative Agent" means BNY, in its capacity as
     administrative agent for the Lenders hereunder.
          "Administrative Questionnaire" an Administrative
     Questionnaire in a form supplied by the Administrative
     Agent.
          "Affiliate" means, with respect to a specified Person,
     another Person that directly, or indirectly through one or
     more intermediaries, Controls or is Controlled by or is
     under common Control with the Person specified.
          "Aggregate Revolving Commitment" means, at any time,
     the sum at such time of the aggregate Revolving Commitments
     of all lenders, which, as of the Effective Date equals
     $50,000,000.
            "Aggregate  Revolving Exposure" means, at  any  time,
     the  sum  at  such  time  of (i) the  outstanding  principal
     balance of the Revolving Loans of all Lenders, plus (ii) the
     outstanding principal balance of the Swing Line Loans,  plus
     (iii)  an  amount equal to the Letter of Credit Exposure  of
     all  Lenders,  plus  (iv) an amount  equal  to  the  Bankers
     Acceptance Exposure of all Lenders.
          "Alternate Base Rate" means, for any day, a rate per
     annum equal to the greater of (a) the Prime Rate in effect
     on such day and (b) the Federal Funds Rate in effect on such
     day plus 1/2 of 1% per annum.  Any change in the Alternate
     Base Rate due to a change in the Prime Rate or the Federal
     Funds Rate shall be effective from and including the
     effective date of such change in the Prime Rate or the
     Federal Funds Rate, respectively.
            "Applicable Margin" means, at all times during the
     applicable periods set forth below: (a) with respect to ABR
     Borrowings, the percentage set forth below under the heading
     "ABR Margin" and adjacent to such period, (b) with respect
     to Eurodollar Borrowings, the percentage set forth below
     under the heading "Eurodollar Margin" and adjacent to such
     period and (c) with respect to the commitment fees payable
     under Section 3.03(b), the percentage set forth below under
     the heading "Fee Margin" and adjacent to such period:
          <table>
          <caption>
          <s>
     Period              Applicable Margin
  <c>          <c>          <c>     <c>      <c>
When the
Leverage      And
Ratio is     less
greater     than or        ABR   Eurodollar   Fee
  than      equal to      Margin   Margin    Margin

2.75:1.00                 0.500%   1.750%     0.500%
2.50:1.00  2.75:1.00      0.250%   1.500%     0.375%
2.25:1.00  2.50:1.00      0.000%   1.250%     0.250%
           2.25:1.00      0.000%   1.000%     0.250%

          </table>

          Changes in the Applicable Margin resulting from a
     change in the Leverage Ratio shall be based upon the
     certificate most recently delivered under Section 6.01(c)
     and shall become effective on the date such certificate is
     delivered to the Administrative Agent.  Notwithstanding
     anything to the contrary in this definition, (i) if the
     Borrower shall fail to deliver to the Administrative Agent
     such a certificate on or prior to any date required hereby,
     the Leverage Ratio shall be deemed to be greater than
     2.75:1.00 from and including such date to the date of
     delivery to the Administrative Agent of such certificate and
     (ii) during the period commencing on the Effective Date and
     ending on the date that the certificate to be delivered
     under Section 6.01(c) for the fiscal quarter ending
     September 30, 2004 is delivered to the Administrative Agent,
     the Applicable Margin shall be 0.000% for ABR Borrowings,
     1.000% for Eurodollar Borrowings and 0.250% with respect to
     the commitment fee payable under Section 3.03(b).
          "Appraised Value"  means the value of the Designated
     Real Property as determined pursuant to the appraisal of the
     Designated Real Property to be delivered to the
     Administrative Agent pursuant to Section 5.01(q).
          "Approved Fund" means, with respect to any Lender that
     is a fund that invests in commercial loans, (a) any other
     fund that invests in commercial loans and is managed or
     advised by the same investment advisor as such Lender or by
     an Affiliate of such investment advisor, and (b) any bank or
     Affiliate thereof that manages or controls such Lender.
          "Assignment and Acceptance" means an assignment and
     acceptance entered into by a Lender and an assignee (with
     the consent of any party whose consent is required by
     Section 10.04), and accepted by the Administrative Agent,
     substantially in the form of Exhibit A or any other form
     approved by the Administrative Agent.
          "Availability Period" means the period from and
     including the Effective Date to but excluding the earlier of
     the Revolving Maturity Date and the date of termination of
     the Revolving Commitments.
          "Available Revolving Commitment Amount" means , at any
     time, an amount equal to the Aggregate Revolving Commitment
     at such time minus the Revolving Exposure at such time.
          "BA Issuer" means BNY.
          "BA Obligations" means, collectively, the obligation of
     the Borrower to the BA Issuer with respect to each Bankers
     Acceptance and all documents, instruments and other
     agreements related thereto, including the obligation of the
     Borrower to reimburse the BA Issuer for amounts drawn under
     such Bankers Acceptance.
          "Bankers Acceptance Commitment" means the commitment of
     the Issuer to create Bankers Acceptances in an aggregate
     principal amount of up to $10,000,000.
          "Bankers Acceptance Documents" has the meaning set
     forth in Section 2.12(a).
          "Bankers Acceptance Exposure" means in respect of any
     Lender at any time, an amount equal to (i) the sum (without
     duplication) of (x) the aggregate face amount of the
     outstanding Bankers Acceptances, (y) the aggregate amount of
     unpaid drafts drawn on all Bankers Acceptances and (z) the
     aggregate unpaid BA Obligations, multiplied by (ii) such
     Lender's Revolving Percentage at such time.
          "Bankers Acceptance Fee" has the meaning set forth in
     Section 3.03(c).
          "Bankers Acceptances" means bankers acceptances created
     by the BA Issuer pursuant to Section 2.12 by the acceptance,
     for the account of the Borrower, of drafts drawn upon it  by
     the  Borrower having not more than 180 days' sight  to  run,
     exclusive  of  days of grace, which grow out of transactions
     involving  the  importation,  exportation  or  the  domestic
     shipment of goods.  All such drafts shall be subject to  the
     provisions of the Federal Reserve Act, as amended,  and  the
     rules   and   regulations  thereunder,  including,   without
     limitation,   provisions  relating  to   maturity   of   the
     acceptance, relationship to the underlying c.i.f. value  and
     date of the shipment upon which the acceptance is based  and
     date  of creation of the acceptance.  All such drafts  shall
     be  eligible for purchase by, discount with and  pledge  to,
     the  Federal  Reserve Bank of New York and each request  for
     the creation of a Bankers Acceptance shall be accompanied by
     any  certification  required by the  BA  Issuer  as  to  the
     necessary elements supporting such eligibility.
          "BNY" means The Bank of New York.
          "Board" means the Board of Governors of the Federal
     Reserve System of the United States of America.
          "Borrower" has the meaning ascribed thereto in the
     preamble to this Agreement.
          "Borrowing" means Revolving Loans or Swing Line Loans,
     as applicable, of the same Type made, converted or continued
     on the same date and, in the case of Eurodollar Loans, as to
     which a single Interest Period is in effect; provided,
     however, that Swing Line Loans may not be made or converted
     into Eurodollar Loans.
          "Borrowing Date" means the date of (a) the making,
     conversion or continuation of any Loan, (b) the issuance of
     any Letter of Credit or (c) the creation of any Bankers
     Acceptance.
          "Business Day" means any day that is not a Saturday,
     Sunday or other day on which commercial banks in New York
     City are authorized or required by law to remain closed,
     provided that, when used in connection with a Eurodollar
     Loan, the term "Business Day" shall also exclude any day on
     which banks are not open for dealings in dollar deposits in
     the London interbank market.
          "Capital Expenditures" of any Person means expenditures
     (whether paid in cash or other consideration or accrued as a
     liability) for fixed or capital assets (excluding any
     capitalized interest and any such asset acquired in
     connection with normal replacement and maintenance programs
     properly charged to current operations and excluding any
     replacement assets acquired with the proceeds of insurance)
     made by such Person.
          "Capital Lease Obligations" of any Person means the
     obligations of such Person to pay rent or other amounts
     under any lease of (or other arrangement conveying the right
     to use) real or personal property, or a combination thereof,
     which obligations are required to be classified and
     accounted for as capital leases on a balance sheet of such
     Person under GAAP, and the amount of such obligations shall
     be the capitalized amount thereof determined in accordance
     with GAAP.
          "Capital Stock" means, as to any Person, all shares,
     interest, partnership interests, limited liability company
     membership interests, participations, rights in or other
     equivalents (however designated) of such Person's equity
     (however designated) and any rights, warrants or options
     exchangeable for or convertible into such shares, interests,
     participations, rights or other equity.
          "Cash Collateral"  has the meaning set forth in Section
                      2.13.
          "Cash Collateral Account" has the meaning set forth in
     Section 2.13.
          "Change  in  Control" means on or after  the  Effective
     Date,  any  "person"  or  "group"  (within  the  meaning  of
     Sections  13(d) and 14(d)(2) of the Securities Exchange  Act
     of  1934,  as  amended) becomes the "beneficial  owner"  (as
     defined  in  Rule  13d-3 promulgated  under  the  Securities
     Exchange  Act of 1934, as amended), directly or  indirectly,
     of  25%  or  more  of  the total voting power  of  the  then
     outstanding Capital Stock of the Borrower entitled  to  vote
     generally  in the election of the directors of the Borrower,
     other  than any Person who is a stockholder of the  Borrower
     on the Effective Date.
          "Change in Law" means (a) the adoption of any law, rule
     or  regulation  after the date of this  Agreement,  (b)  any
     change   in   any  law,  rule  or  regulation  or   in   the
     interpretation  or application thereof by  any  Governmental
     Authority after the date of this Agreement or (c) compliance
     by any Credit Party (or, for purposes of Section 3.05(b), by
     any  lending  office of such Credit Party or by such  Credit
     Party's holding company, if any) with any request, guideline
     or directive (whether or not having the force of law) of any
     Governmental Authority made or issued after the date of this
     Agreement.
          "Code" means the Internal Revenue Code of 1986, as
     amended from time to time.
          "Collateral" means any and all "Collateral", as defined
     in any applicable Security Document.
          "Commitment Fee" has the meaning set forth in Section
     3.03(a).
          "Commitment Percentage" means, with respect to any
     Lender, a fraction (expressed as a percentage), the
     numerator of which is such Lender's Revolving Commitment and
     the denominator of which is the aggregate Revolving
     Commitments of all Lenders.
          "Consolidated": means the Borrower and its Subsidiaries
     on a consolidated basis in accordance with GAAP.
          "Consolidated EBITDA" means, for any period, net income
     of the Borrower and its Subsidiaries for such period,
     determined on a Consolidated basis plus the sum of, without
     duplication, (a) Consolidated Interest Expense for such
     period, (b) provision for income taxes accrued for such
     period and (c) depreciation, amortization and other non-cash
     charges of the Borrower and its Subsidiaries, each to the
     extent deducted in determining such net income for such
     period, minus the sum of extraordinary gains from sales,
     exchanges and other dispositions of property not in the
     ordinary course of business, in each case solely to the
     extent such items would be classified as an operating
     expense in accordance with GAAP.
          "Consolidated Fixed Charges" means, for any period, the
     sum of, without duplication, (a) Capital Expenditures made
     during such period by the Borrower and its Subsidiaries, (b)
     income taxes accrued during such period by the Borrower and
     the Subsidiaries, (c) Consolidated Interest Expense for such
     period, (d) the aggregate amount of principal payments on
     long-term Indebtedness by the Borrower and its Subsidiaries
     during such period and (e) the aggregate amount of (i) cash
     dividends paid by the Borrower in respect of, (ii) purchases
     by the Borrower of, and (iii) funds, property or assets
     applied to or set aside for sinking funds or other
     retirement of, its Capital Stock made during such period.
          "Consolidated Interest Expense" means, for any period,
     interest and fees accrued or paid by the Borrower and its
     Subsidiaries during such period in respect of the
     Indebtedness of the Borrower and its Subsidiaries,
     determined on a Consolidated basis, including (a) the
     amortization of debt discounts to the extent included in
     interest expense in accordance with GAAP, (b) the
     amortization of all fees (including fees with respect to
     interest rate cap agreements or other agreements or
     arrangements entered into by the Borrower or any Subsidiary
     thereof designed to protect the Borrower or such Subsidiary,
     as applicable, against fluctuations in interest rates)
     payable in connection with the incurrence of Indebtedness to
     the extent included in interest expense in accordance with
     GAAP, (c) the portion of any rents payable under capital
     leases allocable to interest expense in accordance with
     GAAP, and (d) capitalized interest.
          "Consolidated Net Income" means, for any period, net
     income (or loss) of the Borrower and its Subsidiaries on a
     Consolidated basis for such period taken as a single
     accounting period determined in accordance with GAAP.
          "Consolidated Net Worth" means, at any date of
     determination, the sum of all amounts which would be
     included under "Shareholders' Equity" or analogous entry on
     a Consolidated balance sheet of the Borrower determined in
     accordance with GAAP as at such date.
          "Consolidated  Total Debt" means, as of any  date,  the
     aggregate  principal  amount  of  all  Indebtedness  of  the
     Borrower  and  its Subsidiaries that would be  reflected  as
     liabilities on a Consolidated balance sheet of the  Borrower
     as  of such date prepared in accordance with GAAP; provided,
     however,  that  for  purposes of this definition,  the  term
     "Indebtedness" shall not include obligations as  an  account
     party in respect of commercial Letters of Credit.
          "Control" means the possession, directly or indirectly,
     of the power to direct or cause the direction of the
     management or policies of a Person, whether through the
     ability to exercise voting power, by contract or otherwise.
     The terms "Controlling" and "Controlled" have meanings
     correlative thereto.
          "Credit Parties" means the Administrative Agent, the
     Issuer, the BA Issuer and the Lenders.
          "Credit Request" means a request for Revolving Loans,
     Bankers Acceptances, Swing Line Loans or Letters of Credit.
          "Default" means any event or condition which
     constitutes an Event of Default or that upon notice, lapse
     of time or both would, unless cured or waived, become an
     Event of Default.
          "Designated Real Property" means the Real Property of
     the Borrower located at One Merrick Avenue, Westbury, New
     York.
          "Disclosed Matters" means the actions, suits and
     proceedings and the environmental matters disclosed in
     Schedule 4.06.
          "dollars" or "$" refers to lawful money of the United
     States of America.
          "Domestic Subsidiary" means any wholly-owned Subsidiary
     of the Borrower organized under the laws of the United
     States of America or any State thereof.
          "Effective Date" means the date on which the conditions
     specified in Section 5.01 are satisfied (or waived in
     accordance with Section 10.02).
           "Environmental Laws" means all applicable laws, rules,
     regulations, codes, ordinances, orders, decrees, judgments,
     injunctions, notices or binding agreements issued,
     promulgated or entered into by any Governmental Authority,
     relating in any way to the environment, preservation or
     reclamation of natural resources, the management, release or
     threatened release of any Hazardous Material or to health
     and safety matters.
          "Environmental Liability" means any liability,
     contingent or otherwise (including any liability for
     damages, costs of environmental remediation, fines,
     penalties or indemnities), of any Loan Party directly or
     indirectly resulting from or based upon (a) violation of any
     Environmental Law, (b) the generation, use, handling,
     transportation, storage, treatment or disposal of any
     Hazardous Materials, (c) exposure to any Hazardous
     Materials, (d) the release or threatened release of any
     Hazardous Materials into the environment or (e) any
     contract, agreement or other consensual arrangement pursuant
     to which liability is assumed or imposed with respect to any
     of the foregoing.
          "ERISA" means the Employee Retirement Income Security
     Act of 1974, as amended from time to time.
          "ERISA Affiliate" means any trade or business (whether
     or not incorporated) that, together with the Borrower or any
     Subsidiary, is treated as a single employer under
     Section 414(b) or 414(c) of the Code or, solely for purposes
     of Section 302 of ERISA and Section 412 of the Code, is
     treated as a single employer under Section 414 of the Code.
          "ERISA Event" means (a) any "reportable event", as
     defined in Section 4043 of ERISA or the regulations issued
     thereunder with respect to a Plan (other than an event for
     which the 30-day notice period is waived); (b) the existence
     with respect to any Plan of an "accumulated funding
     deficiency" (as defined in Section 412 of the Code or
     Section 302 of ERISA), whether or not waived; (c) the filing
     pursuant to Section 412(d) of the Code or Section 303(d) of
     ERISA of an application for a waiver of the minimum funding
     standard with respect to any Plan; (d) the incurrence by the
     Borrower or any ERISA Affiliate of any liability under Title
     IV of ERISA with respect to the termination of any Plan; (e)
     the receipt by the Borrower or any ERISA Affiliate from the
     PBGC or a plan administrator of any notice relating to an
     intention to terminate any Plan or Plans or to appoint a
     trustee to administer any Plan; (f) the incurrence by the
     Borrower or any ERISA Affiliate of any liability with
     respect to the withdrawal or partial withdrawal from any
     Plan or Multiemployer Plan; or (g) the receipt by the
     Borrower or any ERISA Affiliate of any notice, or the
     receipt by any Multiemployer Plan from the Borrower or any
     ERISA Affiliate of any notice, concerning the imposition of
     Withdrawal Liability or a determination that a Multiemployer
     Plan is, or is expected to be, insolvent or in
     reorganization, within the meaning of Title IV of ERISA.
          "Eurodollar", when used in reference to any Loan or
     Borrowing, refers to whether such Loan, or the Loans
     comprising such Borrowing, are bearing interest at a rate
     determined by reference to the Adjusted LIBO Rate.
          "Event of Default" has the meaning assigned to such
     term in Section 8.01.
          "Excluded Taxes" means, with respect to any Credit
     Party or any other recipient of any payment to be made by or
     on account of any obligation of any Loan Party under any
     Loan Document, (a) income or franchise taxes imposed on (or
     measured by) its net income by the United States of America,
     or by the jurisdiction under the laws of which such
     recipient is organized or in which its principal office is
     located or, in the case of any Credit Party, in which its
     applicable lending office is located, (b) any branch profits
     taxes imposed by the United States of America or any similar
     tax imposed by any other jurisdiction in which such Loan
     Party is located, (c) any Taxes that would not have been
     imposed but for such Credit Party's or recipient's present
     or former connection (other than a connection solely
     resulting from the transaction contemplated by the Loan
     Documents) with the jurisdiction (or any political
     subdivision thereof or therein) imposing such taxes,
     provided that it is determinable that such Taxes were
     imposed solely as a result of such Credit Party's or
     recipient's present or former connection (other than a
     connection solely resulting from the transaction
     contemplated by the Loan Documents) with the jurisdiction
     (or any political subdivision thereof or therein) imposing
     such taxes, and (d) in the case of a Foreign Lender, any
     withholding tax that is imposed on amounts payable to such
     Foreign Lender at the time such Foreign Lender becomes a
     party to this Agreement (or designates a new lending office)
     or is attributable to such Foreign Lender's failure to
     comply with Section 3.07(e), except to the extent that such
     Foreign Lender (or its assignor, if any) was entitled, at
     the time of designation of a new lending office (or
     assignment), to receive additional amounts from such Loan
     Party with respect to such withholding tax pursuant to
     Section 3.07(a).
          "Existing Bankers Acceptances" means the Bankers
     Acceptances outstanding on the Effective Date and identified
     on Schedule 2.12.
          "Existing Letters of Credit" means the Letters of
     Credit outstanding on the Effective Date and identified on
     Schedule 2.11.
          "Extensions of Credit" means, collectively, the  Loans,
     the  Bankers  Acceptances, the Letters  of  Credit  and  any
     participations  in  the Bankers Acceptances  or  Letters  of
     Credit pursuant to Section 2.11(c) or 2.12(c).
          "Federal Funds Rate" means, for any day, the rate per
     annum (rounded, if necessary, to the next greater 1/100 of
     1%) equal to the rate per annum at which the Administrative
     Agent is offered overnight Federal funds by a Federal funds
     broker selected by the Administrative Agent at or about 2:00
     p.m. on such day, provided that if such day is not a
     Business Day, the Federal Funds Rate for such day shall be
     such rate at which the Administrative Agent is offered
     overnight Federal funds by such Federal funds broker at or
     about 2:00 p.m. on the next preceding Business Day.
          "Financial Officer" means, with respect to any Person,
     the president, chief financial officer, principal accounting
     officer, treasurer or controller of such Person.
          "Fixed Charge Coverage Ratio" means, at any date of
     determination, the ratio of Consolidated EBITDA to
     Consolidated Fixed Charges for the four fiscal quarter
     period ending on such date or, if such date is not the last
     day of a fiscal quarter, for the immediately preceding four
     fiscal quarter period.
          "Foreign Lender" means any Lender that is organized
     under the laws of a jurisdiction other than that in which
     the applicable Loan Party is located. For purposes of this
     definition, the United States of America, each State thereof
     and the District of Columbia shall be deemed to constitute a
     single jurisdiction.
          "GAAP" means generally accepted accounting principles
     in the United States of America.
          "Governmental Authority" means the government of the
     United States of America, any other nation or any political
     subdivision thereof, whether state or local, and any agency,
     authority, instrumentality, regulatory body, court, central
     bank or other entity exercising executive, legislative,
     judicial, taxing, regulatory or administrative powers or
     functions of or pertaining to government.
          "Guarantee" of or by any Person (the "guarantor") means
     any obligation, contingent or otherwise, of the guarantor
     guaranteeing or having the economic effect of guaranteeing
     any Indebtedness or other obligation of any other Person
     (the "primary obligor") in any manner, whether directly or
     indirectly, and including any obligation of the guarantor,
     direct or indirect, (a) to purchase or pay (or advance or
     supply funds for the purchase or payment of) such
     Indebtedness or other obligation or to purchase (or to
     advance or supply funds for the purchase of) any security
     for the payment thereof, (b) to purchase or lease property,
     securities or services for the purpose of assuring the owner
     of such Indebtedness or other obligation of the payment
     thereof, (c) to maintain working capital, equity capital or
     any other financial statement condition or liquidity of the
     primary obligor as to enable the primary obligor to pay such
     Indebtedness or other obligation or (d) as an account party
     in respect of any letter of credit or letter of guaranty
     issued to support such Indebtedness or obligation, provided
     that the term "Guarantee" shall not include endorsements for
     collection or deposit in the ordinary course of business.
     The term "Guaranteed" has a meaning correlative thereto.
          "Guarantee Agreement" means the Guarantee Agreement,
     dated as of November 8, 2001, among the Borrower, the
     Guarantors and the Administrative Agent, for the benefit of
     the Credit Parties, as amended, restated, supplemented or
     otherwise modified from time to time.
          "Guarantee Reaffirmation" means the Guarantee
     Reaffirmation, substantially in the form of Exhibit D, by
     the Guarantors in favor of the Administrative Agent.
           "Guarantor" means each of the entities set forth on
     Schedule 4.12 and any other Subsidiary of the Borrower
     organized under the laws of the United States of America or
     any state thereof that executes and delivers the Guarantee
     Agreement, in each case in accordance with Section 5.01(c),
     6.11 or 6.14.
          "Hazardous Materials" means all explosive or
     radioactive substances or wastes and all hazardous or toxic
     substances, wastes or other pollutants, including petroleum
     or petroleum distillates, asbestos or asbestos containing
     materials, polychlorinated biphenyls, radon gas, infectious
     or medical wastes and all other substances or wastes of any
     nature regulated pursuant to any Environmental Law.
          "Hedging Agreement" means any interest rate protection
     agreement, foreign currency exchange agreement, commodity
     price protection agreement or other interest or currency
     exchange rate or commodity price hedging arrangement.
          "Indebtedness" of any Person means, without
     duplication, (a) all obligations of such Person for borrowed
     money or in connection with deposits or advances of any kind
     paid to, received by or otherwise for the account of, such
     Person, (b) all obligations of such Person evidenced by
     bonds, debentures, notes or similar instruments, (c) all
     obligations of such Person upon which interest charges are
     customarily paid (other than as a penalty for non-payment),
     (d) all obligations of such Person under conditional sale or
     other title retention agreements relating to property
     acquired by such Person, (e) all obligations of such Person
     in respect of the deferred purchase price of property or
     services (excluding accounts payable incurred in the
     ordinary course of business), (f) all Indebtedness of others
     secured by (or for which the holder of such Indebtedness has
     an existing right, contingent or otherwise, to be secured
     by) any Lien on property owned or acquired by such Person,
     whether or not the Indebtedness secured thereby has been
     assumed, (g) all Guarantees by such Person of Indebtedness
     of others, (h) all Capital Lease Obligations of such Person,
     (i) all obligations, contingent or otherwise, of such Person
     as an account party in respect of letters of credit and
     letters of guaranty and (j) all obligations, contingent or
     otherwise, of such Person in respect of bankers'
     acceptances. The Indebtedness of any Person shall include
     the Indebtedness of any other entity (including any
     partnership in which such Person is a general partner) to
     the extent such Person is liable therefor as a result of
     such Person's ownership interest in or other relationship
     with such entity, except to the extent the terms of such
     Indebtedness provide that such Person is not liable
     therefor.
          "Indemnified Taxes" means Taxes other than Excluded
     Taxes.
          "Indemnitee" has the meaning assigned to such term in
     Section 10.03(b).
          "Interest Election Request" means a request by the
     Borrower to convert or continue a Borrowing in accordance
     with Section 3.02.
          "Interest Payment Date" means (a) with respect to any
     ABR Loan, the last day of each January, April, July and
     October and (b) with respect to any Eurodollar Loan, the
     last day of the Interest Period applicable to the Borrowing
     of which such Loan is a part and, in the case of a
     Eurodollar Borrowing with an Interest Period of more than
     three months' duration, each day prior to the last day of
     such Interest Period that occurs at intervals of three
     months' duration after the first day of such Interest
     Period.
          "Interest Period" means, with respect to any Eurodollar
     Borrowing, the period commencing on the date of such
     Borrowing and ending on the numerically corresponding day in
     the calendar month that is one, two, three or six months
     thereafter or, if made available by all of the applicable
     Lenders, the period (x) commencing on the date of such
     Borrowing and ending on the corresponding day of the week
     that is two weeks thereafter or (y) commencing on the date
     of such Borrowing and ending on the numerically
     corresponding day in the calendar month that is nine or
     twelve months thereafter, as the Borrower may elect,
     provided that (a) if any Interest Period would end on a day
     other than a Business Day, such Interest Period shall be
     extended to the next succeeding Business Day, unless such
     next succeeding Business Day would fall in the next calendar
     month, in which case such Interest Period shall end on the
     next preceding Business Day, (b) any Interest Period that
     commences on the last Business Day of a calendar month (or
     on a day for which there is no numerically corresponding day
     in the last calendar month of such Interest Period) shall
     end on the last Business Day of the last calendar month of
     such Interest Period. For purposes hereof, the date of a
     Borrowing initially shall be the date on which such
     Borrowing is made and thereafter shall be the effective date
     of the most recent conversion or continuation of such
     Borrowing.
          "Issuer" means BNY.
          "Lenders" means the Persons listed on Schedule 2.01 and
     any other Person that shall have become a party hereto
     pursuant to an Assignment and Acceptance, other than any
     such Person that ceases to be a party hereto pursuant to an
     Assignment and Acceptance.
          "Letter of Credit"  has  the  meanings  set  forth   in
                      Section 2.11(a).
          "Letter  of Credit Commitment" means the commitment  of
     the  Issuer  to issue Letters of Credit having an  aggregate
     outstanding face amount up to $10,000,000.
          "Letter  of  Credit Documentation" has the meaning  set
     forth in Section 2.11(a).
          "Letter  of  Credit Exposure" means in respect  of  any
     Lender  at any time, an amount equal to (i) the sum (without
     duplication) at such time of (x) the aggregate undrawn  face
     amount  of  the  outstanding  Letters  of  Credit,  (y)  the
     aggregate  amount of unpaid drafts drawn on all  Letters  of
     Credit,   and   (z)   the  aggregate  unpaid   Reimbursement
     Obligations,  multiplied  by (ii)  such  Lender's  Revolving
     Percentage at such time.
          "Letter  of Credit Fees" has the meaning set  forth  in
     Section 3.03(b).
          "Leverage   Ratio"   means,   as   of   any   date   of
     determination, the ratio of (i) Consolidated Total  Debt  as
     of such date to (ii) Consolidated EBITDA of the Borrower for
     the  four  consecutive fiscal quarter period ending  on  the
     last  day  of the most recent fiscal quarter for  which  the
     financial   statements  required  by  Sections  6.01(a)   or
     6.01(b), as the case may be, have been delivered.
          "LIBO Rate" means, with respect to the Interest Period
     applicable to any Eurodollar Borrowing, a rate of interest
     per annum, as determined by the Administrative Agent, equal
     to the rate for deposits in dollars for a period comparable
     to such Interest Period which appears on Telerate Page 3750
     as of 11:00 a.m., London time, on the day that is two
     Business Days prior to the first day of such Interest
     Period.  If such rate does not appear on Telerate Page 3750,
     the LIBO Rate shall be the rate per annum (rounded, if
     necessary, to the nearest one hundred-thousandth of a
     percentage point) at which deposits in dollars are offered
     by four major banks in the London interbank market at
     approximately 11:00 a.m., London time, on the day that is
     two Business Days prior to the first day of such Interest
     Period to prime banks in the London interbank market for a
     period of one month commencing on the first day of such
     Interest Period in an amount comparable to the principal
     amount of such Eurodollar Borrowing.  The Administrative
     Agent will request the principal London office of each such
     bank to provide a quotation of its rate.  If at least two
     such quotations are provided as requested, the rate for such
     Interest Period shall be the arithmetic mean of the
     quotations.  If fewer then two quotations are provided as
     requested, the rate for such Interest Period shall be the
     arithmetic mean of the rates quoted by major banks in New
     York City, selected by the Administrative Agent, at
     approximately 11:00 a.m., New York City time, on the date
     that is two Business Days prior to the first day of such
     Interest Period for loans in dollars to leading European
     banks for a period of one month commencing on the first day
     of such Interest Period in an amount comparable to such
     Eurodollar Borrowing.
          "Lien" means, with respect to any asset, (a) any
     mortgage, deed of trust, lien, pledge, hypothecation,
     encumbrance, charge or security interest in, on or of such
     asset, (b) the interest of a vendor or a lessor under any
     conditional sale agreement, capital lease or title retention
     agreement relating to such asset and (c) in the case of
     securities, any purchase option, call or similar right of a
     third party with respect to such securities.
          "Loan Documents" means this Agreement, the Notes, the
     Guarantee Agreement, the Security Documents and all other
     agreements, instruments and documents executed or delivered
     in connection herewith.
          "Loan Parties" means the Borrower and the Guarantors.
          "Loans" means the Revolving Loans or the Swing Line
     Loans, as the case may be.
          "Margin Stock" has the meaning assigned to such term in
     Regulation U.
          "Material Adverse Effect" means a material adverse
     effect on (a) the business, assets, operations, prospects or
     condition, financial or otherwise, of the Borrower and the
     Subsidiaries, taken as a whole, (b) the ability of any Loan
     Party to perform any of its obligations under any Loan
     Document or (c) the rights of or benefits available to any
     Credit Party under any Loan Document.
          "Material Indebtedness" means Indebtedness (other than
     Indebtedness under the Loan Documents) or obligations in
     respect of one or more Hedging Agreements, of any one or
     more of the Borrower and the Subsidiaries, whether arising
     pursuant to one or more instruments or agreements, in an
     aggregate principal amount exceeding $1,000,000.  For
     purposes of determining Material Indebtedness, the
     "principal amount" of the obligations of the Borrower or any
     Subsidiary in respect of any Hedging Agreement at any time
     shall be the maximum aggregate amount (giving effect to any
     netting agreements) that the Borrower or such Subsidiary, as
     applicable, would be required to pay if such Hedging
     Agreement were terminated at such time.
           "Mortgage" means the Mortgage dated as of November 8,
     2001 by the Borrower in favor of the Administrative Agent
     covering the Designated Real Property, as amended, restated,
     supplemented or otherwise modified from time to time.
          "Mortgage Documents" means, collectively, the Mortgage,
     the mortgagee title insurance policies issued in connection
     with the granting of the Mortgage, the survey of the
     Designated Real Property certified by a licensed
     professional surveyor delivered in connection with the
     granting of the Mortgage, the appraisal of the Designated
     Real Property conducted at the time of the granting of the
     Mortgage, the environmental reports prepared at the time of
     the granting of the Mortgage, and such other instruments,
     documents and agreements executed or delivered in connection
     with the execution, delivery and recording of the Mortgage
     and the granting of a Lien on the Designated Real Property
     in favor of the Administrative Agent.
          "Multiemployer Plan" means a multiemployer plan as
     defined in Section 4001(a)(3) of ERISA.
          "Net Proceeds" means, with respect to any
     Prepayment/Reduction Event, (a) the cash proceeds received
     in respect of such Prepayment/Reduction Event, including (i)
     any cash received in respect of any non-cash proceeds, but
     only as and when received, (ii) in the case of a casualty,
     insurance proceeds and (iii) in the case of a condemnation
     or similar event, condemnation awards and similar payments,
     minus (b) the sum of (i) all reasonable fees and
     out-of-pocket expenses paid by the Borrower or any of the
     Subsidiaries to third parties in connection with such
     Prepayment/Reduction Event, (ii) in the case of a sale,
     transfer, lease or other disposition of an asset (including
     pursuant to a sale and leaseback transaction), the amount of
     all payments required to be made by such Borrower and the
     Subsidiaries as a result thereof to repay Indebtedness
     (other than the Loans) secured by such asset or otherwise
     subject to mandatory payment as a result thereof and (iii)
     the amount of all taxes paid (or reasonably estimated to be
     payable) by such Borrower and the Subsidiaries, and the
     amount of any reserves established by such Borrower and the
     Subsidiaries to fund contingent liabilities reasonably
     estimated to be payable, in each case during the year that
     such event occurred or the next succeeding year and that are
     directly attributable to such event (as determined
     reasonably and in good faith by the chief financial officer
     of such Borrower).
          "Note" means a Revolving Note or the Swing Line Note,
     as the case may be.
          "Obligations" means (a) the due and punctual payment of
     (i) principal of and premium, if any, and interest
     (including interest accruing during the pendency of any
     bankruptcy, insolvency, receivership or other similar
     proceeding, regardless of whether allowed or allowable in
     such proceeding) on the Loans, the Bankers Acceptance
     Exposure or the Letter of Credit Exposure, when and as due,
     whether at maturity, by acceleration, upon one or more dates
     set for prepayment or otherwise, and (ii) all other monetary
     obligations, including fees, commissions, costs, expenses
     and indemnities, whether primary, secondary, direct,
     contingent, fixed or otherwise (including monetary
     obligations incurred during the pendency of any bankruptcy,
     insolvency, receivership or other similar proceeding,
     regardless of whether allowed or allowable in such
     proceeding), of the Borrower or any other Loan Party to the
     Administrative Agent, the Lenders, the BA Issuer, the Issuer
     or the Swing Line Lender, or that are otherwise payable to
     the Administrative Agent, the Lenders, the BA Issuer, the
     Issuer or the Swing Line Lender, under this Agreement and
     the other Loan Documents, (b) the due and punctual
     performance of all covenants, agreements, obligations and
     liabilities of the Borrower or any other Loan Party under or
     pursuant to this Agreement and the other Loan Documents and
     (c) unless otherwise agreed upon in writing by the Lenders,
     all obligations of the Borrower, monetary or otherwise,
     under each Hedging Agreement entered into with any Lender
     (or an Affiliate thereof) as a counterparty.
          "Other Taxes" means any and all current or future stamp
     or documentary taxes or any other excise or property taxes,
     charges or similar levies arising from any payment made
     hereunder or from the execution, delivery or enforcement of,
     or otherwise with respect to, the Loan Documents, other than
     Excluded Taxes.
          "Participant" has the meaning assigned to such term in
     Section 10.04(e).
          "PBGC" means the Pension Benefit Guaranty Corporation
     referred to and defined in ERISA and any successor entity
     performing similar functions.
          "Perfection Certificate" means a certificate in the
     form of Annex 1 to the Security Agreement or any other form
     approved by the Administrative Agent.
          "Permitted Acquisition" means the purchase, holding  or
     acquisition  of  (including  pursuant  to  any  merger)  any
     Capital Stock, evidences of indebtedness or other securities
     (including any option, warrant or other right to acquire any
     of  the  foregoing) of any other Person, or the purchase  or
     acquisition   of  (in  one  transaction  or  a   series   of
     transactions (including pursuant to any merger)) any  assets
     of  any  other Person constituting a business unit (each  an
     "acquisition"), provided that, (i) at the time  thereof  and
     immediately  after giving effect thereto  no  Default  shall
     have  occurred and be continuing, (ii) the aggregate  amount
     of  consideration  paid, and Indebtedness  assumed,  by  the
     Borrower  and the Subsidiaries shall not exceed  $25,000,000
     with respect to any single acquisition, (iii) such Person or
     business  unit, as the case may be, is in substantially  the
     same  business  as the Borrower and (iv) the Borrower  shall
     have  complied  with  the provisions of  Section  6.11  with
     respect to such Person.
          "Permitted Encumbrances" means:
             (a)Liens imposed by law for taxes that are  not  yet
     due or are being contested in compliance with Section 6.04;
             (b)landlords',       carriers',      warehousemen's,
     mechanics', materialmen's, repairmen's and other like  Liens
     imposed  by law, arising in the ordinary course of  business
     and  securing obligations that are not overdue by more  than
     60   days   or  are  being  contested  in  compliance   with
     Section 6.04;
             (c)pledges and deposits made in the ordinary  course
     of   business  in  compliance  with  workers'  compensation,
     unemployment  insurance and other social  security  laws  or
     regulations;
             (d)deposits  to  secure  the  performance  of  bids,
     trade  contracts, leases, statutory obligations, surety  and
     appeal bonds, performance bonds and other obligations  of  a
     like  nature,  in  each  case  in  the  ordinary  course  of
     business;
             (e)attachment  or  judgment  liens  in  respect   of
     judgments,  writs  or  warrants  of  attachment  or  similar
     process  that  do not constitute an Event of  Default  under
     clause (k) of Article 8;
             (f)easements,   zoning  restrictions,  rights-of-way
     and similar encumbrances on real property imposed by law  or
     arising  in  the  ordinary course of business  that  do  not
     secure  any  monetary  obligations  and  do  not  materially
     detract from the value of the affected property or interfere
     with the ordinary conduct of business of the Borrower or any
     Subsidiary; and
             (g)Liens    on    patents,   patent    applications,
     trademarks, trademark applications, trade names, copyrights,
     technology and know-how to the extent such Liens arise  from
     the  granting (i) of exclusive licenses with respect to  the
     foregoing if it relates to either (x) intellectual  property
     which  is  immaterial  and not necessary  for  the  on-going
     conduct  of  the Borrower's or any Subsidiary's business  or
     (y)  uses that would not materially restrict the conduct  of
     the  Borrower's or any Subsidiary's on-going businesses  and
     (ii)  of  non-exclusive licenses to use any of the foregoing
     to  any  Person,  in either case in the ordinary  course  of
     business of the Borrower or any of its Subsidiaries.
          "Permitted Investments" means:
             (a)direct   obligations  of,  or   obligations   the
     principal  of  and  interest  on which  are  unconditionally
     guaranteed  by,  the  United States of America  (or  by  any
     agency  thereof  to  the extent that  such  obligations  are
     backed by the full faith and credit of the United States  of
     America),  in each case measuring within one year  from  the
     date of acquisition thereof;
             (b)investments  in commercial paper maturing  within
     270 days from the date of acquisition thereof and having, at
     such   date  of  acquisition,  the  highest  credit   rating
     obtainable  from  Standard  &  Poor's  Ratings  Services,  a
     division  of  The  McGraw-Hill Companies, or  any  successor
     thereto,  or  from Moody's Investors Service,  Inc.  or  any
     successor thereto;
             (c)investments in certificates of deposit,  banker's
     acceptances and time deposits maturing within 180 days  from
     the  date of acquisition thereof issued or guaranteed by  or
     placed  with,  and money market deposit accounts  issued  or
     offered  by,  any  domestic office of  any  commercial  bank
     organized under the laws of the United States of America  or
     any  State  thereof that has a combined capital and  surplus
     and undivided profits of not less than $500,000,000; and
             (d)fully  collateralized repurchase agreements  with
     a  term of not more than 30 days for securities described in
     clause  (a)  of  this  definition and entered  into  with  a
     financial  institution satisfying the criteria described  in
     clause (c) of this definition.
          "Person" means any natural person, corporation, limited
     liability company, trust, joint venture, association,
     company, partnership, Governmental Authority or other
     entity.
          "Plan" means any employee pension benefit plan (other
     than a Multiemployer Plan) subject to the provisions of
     Title IV of ERISA or Section 412 of the Code or Section 302
     of ERISA, and in respect of which the Borrower, any
     Subsidiary or any ERISA Affiliate is (or, if such plan were
     terminated, would under Section 4069 of ERISA be deemed to
     be) an "employer" as defined in Section 3(5) of ERISA.
          "Pledged Debt" has the meaning assigned thereto in the
     Security Agreement.
          "Pledged Equity" has the meaning assigned thereto in
     the Security Agreement.
          "Prepayment/Reduction Event" means:
             (a)any non-ordinary course sale, transfer, lease  or
     other   disposition  (including  pursuant  to  a  sale   and
     leaseback  transaction)  of any property  or  asset  of  the
     Borrower  or  any  of  the  Subsidiaries,  other  than   (i)
     dispositions  described  in  clause  (a),  (b)  or  (c)   of
     Section  7.05  and  (ii)  other  dispositions  resulting  in
     aggregate  Net Proceeds not exceeding $3,000,000 during  the
     period  from  the  Effective Date to the Revolving  Maturity
     Date;
             (b)any  casualty or other insured damage to, or  any
     taking  under power of eminent domain or by condemnation  or
     similar proceeding of, any property or asset of the Borrower
     or  any  of the Subsidiaries, other than casualties, insured
     damage  or  takings resulting in aggregate Net Proceeds  not
     exceeding $1,000,000 during any fiscal year; and
             (c)the  incurrence by the Borrower  or  any  of  the
     Subsidiaries  of  any Indebtedness prohibited  by  any  Loan
     Document.
          "Prime Rate" means the rate of interest per annum
     publicly announced from time to time by BNY as its prime
     commercial lending rate; each change in the Prime Rate being
     effective from and including the date such change is
     publicly announced as being effective. The Prime Rate is not
     intended to be lowest rate of interest charged by BNY in
     connection with extensions of credit to borrowers.
          "Real Property" means all real property owned or leased
     by the Borrower or any Domestic Subsidiary.
          "Redeemable Securities" means, with respect to any
     Person, any Capital Stock which is subject to mandatory
     redemption or redemption at the option of the holder thereof
     or which otherwise obligates such Person (whether on a
     contingent or absolute basis) to apply any of its funds,
     property or assets to the purchase, redemption, sinking fund
     or other retirement of any such Capital Stock; provided,
     however, preferred equity securities subject to redemption
     solely at the option of such Person (and not the holder
     thereof) shall not constitute Redeemable Securities.
           "Register" has the meaning assigned to such term in
     Section 10.04(c).
          "Regulation T" means Regulation T of the Board as from
     time to time in effect and all official rulings and
     interpretations thereunder or thereof.
          "Regulation U" means Regulation U of the Board as from
     time to time in effect and all official rulings and
     interpretations thereunder or thereof.
          "Regulation X" means Regulation X of the Board as from
     time to time in effect and all official rulings and
     interpretations thereunder or thereof.
          "Reimbursement Obligation" means, collectively, the
     obligation of the Borrower to the Issuer with respect to
     each Letter of Credit and all documents, instruments and
     other agreements related thereto, including the obligation
     of the Borrower to reimburse the Issuer for amounts drawn
     under such Letter of Credit.
          "Related Parties" means, with respect to any specified
     Person, such Person's Affiliates and the respective
     directors, officers, employees, agents and advisors of such
     Person and such Person's Affiliates.
          "Required Lenders" means, at any time, (i) Lenders
     having Revolving Exposures and unused Revolving Commitments
     representing not less than 51% of the sum of the total
     Revolving Exposures and unused Revolving Commitments at such
     time and (ii) in any event not less than two Lenders.
          "Restricted Payment" means, as to any Person, any
     dividend or other distribution by such Person (whether in
     cash, securities or other property) with respect to any
     shares of any class of equity securities of such Person, or
     any payment (whether in cash, securities or other property),
     including any sinking fund or similar deposit, on account of
     the purchase, redemption, retirement, acquisition,
     cancellation or termination of any such shares or any
     option, warrant or other right to acquire any such shares.
          "Revolving Commitment" means, with respect to each
     Lender having a Revolving Commitment, the commitment of such
     Lender to make Revolving Loans and create Bankers
     Acceptances hereunder, as such commitment may be reduced or
     increased from time to time pursuant to Section 2.06 or
     Section 2.10 or pursuant to assignments by or to such Lender
     pursuant to Section 10.04. The initial amount of each
     applicable Lender's Revolving Commitment is set forth on
     Schedule 2.01, or in the Assignment and Acceptance pursuant
     to which such Lender shall have assumed its Revolving
     Commitment, as applicable. The Aggregate Revolving
     Commitment on the Effective Date is $50,000,000.
          "Revolving Exposure" means, with respect to any Lender
     at any time, the sum as of such time of (i) the outstanding
     principal balance of such Lender's Revolving Loans, plus
     (ii) such Lender's Swing Line Exposure, plus (iii) such
     Lender's Letter of Credit Exposure, plus (iv) such Lender's
     Bankers Acceptance Exposure.
          "Revolving Loan" means a Loan referred to in
     Section 2.01 and made pursuant to Section 2.03.
          "Revolving Maturity Date" means July __, 2009.
          "Revolving Note" means, with respect to each Lender, a
     promissory note evidencing such Lender's Revolving Loans
     payable to the order of such Lender (or, if required by such
     Lender, to such Lender and its registered assigns)
     substantially in the form of Exhibit C-1.
          "Revolving Percentage" means, as of any date and with
     respect to each Lender, the percentage equal to a fraction
     (i) the numerator of which is the Revolving Commitment of
     such Lender on such date (or, if there are no Revolving
     Commitments on such date, on the last date upon which one or
     more Revolving Commitments were in effect), and (ii) the
     denominator of which is sum of the Revolving Commitments of
     all Lenders on such date (or, if there are no Revolving
     Commitments on such date, on the last date upon which one or
     more Revolving Commitments were in effect).
          "Secured Parties" means the "Secured Parties" as
     defined in the Security Agreement.
          "Security Agreement" means the Security Agreement,
     dated as of November 8, 2001, among the Borrower, the
     Guarantors and the Administrative Agent, for the benefit of
     the Secured Parties, as amended, restated, supplemented or
     otherwise modified from time to time.
          "Security Agreement Reaffirmation" means the Security
     Agreement Reaffirmation, substantially in the form of
     Exhibit E, by the Borrower and the Guarantors in favor of
     the Administrative Agent, for the benefit of the Secured
     Parties.
           "Security Documents" means the Security Agreement, the
     Security Agreement Reaffirmation, the Mortgage Documents and
     each other security agreement, instrument or other document
     executed or delivered pursuant to Section 6.11 or 6.14 to
     secure any of the Obligations.
          "Statutory Reserve Rate" means a fraction (expressed as
     a decimal), the numerator of which is the number one and the
     denominator of which is the number one minus the aggregate
     of the maximum reserve percentages (including any marginal,
     special, emergency or supplemental reserves) expressed as a
     decimal established by the Board to which the Administrative
     Agent is subject for eurocurrency funding (currently
     referred to as "Eurocurrency Liabilities" in Regulation D of
     the Board). Such reserve percentages shall include those
     imposed pursuant to such Regulation D.  Eurodollar Loans
     shall be deemed to constitute eurocurrency funding and to be
     subject to such reserve requirements without benefit of or
     credit for proration, exemptions or offsets that may be
     available from time to time to any Lender under such
     Regulation D or any comparable regulation. The Statutory
     Reserve Rate shall be adjusted automatically on and as of
     the effective date of any change in any reserve percentage.
          "Subsidiary" means, with respect to any Person (the
     "parent") at any date, any corporation, limited liability
     company, partnership, association or other entity the
     accounts of which would be consolidated with those of the
     parent in the parent's consolidated financial statements if
     such financial statements were prepared in accordance with
     GAAP as of such date, as well as any other corporation,
     limited liability company, partnership, association or other
     entity of which securities or other ownership interests
     representing more than 50% of the equity or more than 50% of
     the ordinary voting power or, in the case of a partnership,
     more than 50% of the general partnership interests are, as
     of such date, owned, controlled or held by the parent or one
     or more subsidiaries of the parent.  Unless the context
     otherwise requires, "Subsidiary" means any Subsidiary of the
     Borrower.
          "Swing Line Commitment" means the Swing Line Lender's
     undertaking pursuant hereto to make Swing Line Loans in an
     aggregate amount up to $7,500,000.
          "Swing Line Exposure" means in respect of any Lender at
     any time, an amount equal to the aggregate outstanding
     principal amount of the Swing Line Loans at such time
     multiplied by such Lender's Revolving Percentage at such
     time.
          "Swing Line Lender" means BNY.
          "Swing Line Loan" and "Swing Line Loans" have the
     meanings set forth in Section 2.05(a).
          "Swing Line Note" means a promissory note evidencing
     the Swing Line Loans payable to the order of the Swing Line
     Lender substantially in the form of Exhibit C-2.
          "Swing Line Participation Amount" has the meaning set
     forth in Section 2.05(d).
          "Taxes" means any and all current or future taxes,
     levies, imposts, duties, deductions, charges or withholdings
     imposed by any Governmental Authority.
           "Transactions" means (a) the execution, delivery and
     performance by each Loan Party of each Loan Document to
     which it is a party, (b) the incurrence of Extensions of
     Credit and (c) the use of the proceeds of the Loans.
          "Type", when used in reference to any Loan or
     Borrowing, refers to whether the rate of interest on such
     Loan, or on the Loans comprising such Borrowing, is
     determined by reference to the Adjusted LIBO Rate or the
     Alternate Base Rate.
          "Withdrawal Liability" means liability to a
     Multiemployer Plan as a result of a complete or partial
     withdrawal from such Multiemployer Plan, as such terms are
     defined in Part I of Subtitle E of Title IV of ERISA.
     Section 1.02   Classification of Loans and Borrowings

          For purposes of this Agreement, Loans may be classified
     and referred to by class (e.g., a "Revolving Loan") or by
     Type (e.g., a "Eurodollar Loan") or by class and Type (e.g.,
     a "Eurodollar Revolving Loan").  Borrowings also may be
     classified and referred to by class (e.g., a "Revolving
     Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or
     by class and Type (e.g., a "Eurodollar Revolving
     Borrowing").
     Section 1.03   Terms Generally

          The definitions of terms herein shall apply equally to
     the singular and plural forms of the terms defined.
     Whenever the context may require, any pronoun shall include
     the corresponding masculine, feminine and neuter forms.  The
     words "include", "includes" and "including" shall be deemed
     to be followed by the phrase "without limitation".  The word
     "will" shall be construed to have the same meaning and
     effect as the word "shall".  Unless the context requires
     otherwise, (a) any definition of or reference to any
     agreement, instrument or other document herein shall be
     construed as referring to such agreement, instrument or
     other document as from time to time amended, supplemented or
     otherwise modified, (b) any reference herein to any Person
     shall be construed to include such Person's successors and
     assigns, (c) the words "herein", "hereof" and "hereunder",
     and words of similar import, shall be construed to refer to
     this Agreement in its entirety and not to any particular
     provision hereof, (d) all references herein to Articles,
     Sections, Exhibits and Schedules shall be construed to refer
     to Articles and Sections of, and Exhibits and Schedules to,
     this Agreement and (e) the words "asset" and "property"
     shall be construed to have the same meaning and effect and
     to refer to any and all tangible and intangible assets and
     properties, including cash, securities, accounts and
     contract rights.  Any reference to an "applicable Lender"
     shall mean (a) in the case of Revolving Borrowings, Lenders
     having a Revolving Commitment and (b) in the case of Swing
     Line Borrowings, the Swing Line Lender.
     Section 1.04   Accounting Terms; GAAP

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

ARTICLE 2       THE CREDITS

     Section 2.01   Commitments

          Subject to the terms and conditions set forth herein,
each Lender having a Revolving Commitment agrees to make
Revolving Loans to the Borrower from time to time during the
Availability Period in an aggregate principal amount up to an
amount that will not result in such Lender's Revolving Exposure
exceeding such Lender's Revolving Commitment.  Within the
foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.
     Section 2.02   Loans and Borrowings

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

          Subject  to  Section  3.04,  each  Borrowing  shall  be
comprised   entirely  of  ABR  Loans  or  Eurodollar  Loans,   as
applicable,  in  each  case  as  the  Borrower  may  request   in
accordance  herewith.  Each applicable Lender at its  option  may
make  any  Eurodollar  Loan by causing any  domestic  or  foreign
branch  or  Affiliate of such Lender to make such Loan,  provided
that  any exercise of such option shall not affect the obligation
of  the Borrower to repay such Loan in accordance with the  terms
of this Agreement.

          At  the  commencement of each Interest Period  for  any
Eurodollar  Borrowing, such Borrowing shall be  in  an  aggregate
amount  that  is equal to $1,500,000 or an integral  multiple  of
$300,000  in excess thereof. At the time that each ABR  Borrowing
is  made, such Borrowing shall be in an aggregate amount that  is
equal to $100,000 or an integral multiple thereof, provided  that
an  ABR Revolving Borrowing may be in an aggregate amount that is
equal  to  the  entire  unused balance  of  the  total  Revolving
Commitments. Borrowings of more than one Type may be  outstanding
at  the  same time, provided that there shall not at any time  be
more than a total of 8 Eurodollar Borrowings outstanding.

          Notwithstanding any other provision of this  Agreement,
the  Borrower shall not be entitled to request, or  to  elect  to
convert  or  continue,  any  Borrowing  if  the  Interest  Period
requested  with  respect thereto would end  after  the  Revolving
Maturity Date, in the case of Revolving Loans.

     Section 2.03   Requests for Borrowings

          To request a Borrowing, the Borrower shall notify the
     Administrative Agent of such request by telephone (a) in the
     case of a Eurodollar Borrowing, not later than 11:00 a.m.,
     New York City time, three Business Days before the date of
     the proposed Borrowing or (b) in the case of an ABR
     Borrowing, not later than 11:00 a.m., New York City time, on
     the date of the proposed Borrowing.  Each such telephonic
     Credit Request shall be irrevocable and shall be confirmed
     promptly by hand delivery or telecopy to the Administrative
     Agent of a written Credit Request in a form approved by the
     Administrative Agent signed by the Borrower. Each such
     telephonic and written Credit Request shall specify the
     following information in compliance with Section 2.02:
              the aggregate amount of the requested Borrowing;

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

              whether  such  Borrowing is to be an ABR  Borrowing
    or a Eurodollar Borrowing;

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

              the  location and number of the Borrower's  account
    to  which funds are to be disbursed, which shall comply  with
    the requirements of

If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing.  If no Interest
Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of one month's duration.  Promptly following
receipt of a Credit Request in accordance with this Section, the
Administrative Agent shall advise each applicable Lender of the
details thereof and of the amount of such Lender's Loan to be
made as part of the requested Borrowing.
Section 2.04.      Funding of Borrowings

          Each  Lender  shall make each Loan to  be  made  by  it
hereunder  on  the  proposed date thereof  by  wire  transfer  of
immediately available funds by 1:00 p.m., New York City time,  to
the  account of the Administrative Agent most recently designated
by   it  for  such  purpose  by  notice  to  the  Lenders.    The
Administrative  Agent  will  make such  Loans  available  to  the
Borrower  by  promptly  crediting or otherwise  transferring  the
amounts so received, in like funds, to an account of the Borrower
maintained  with the Administrative Agent and designated  by  the
Borrower in the applicable Credit Request.

          Unless  the  Administrative Agent shall  have  received
notice  from a Lender prior to the proposed date of any Borrowing
that  such  Lender will not make available to the  Administrative
Agent  such  Lender's share of such Borrowing, the Administrative
Agent  may  assume that such Lender has made such share available
on  such  date  in accordance with Section 2.04(a)  and  may,  in
reliance  upon such assumption, make available to the Borrower  a
corresponding amount.  In such event, if a Lender has not in fact
made  its  share  of the applicable Borrowing  available  to  the
Administrative Agent, then the applicable Lender and the Borrower
severally  agree to pay to the Administrative Agent forthwith  on
demand such corresponding amount with interest thereon, for  each
day from and including the date such amount is made available  to
the  Borrower  to  but  excluding the  date  of  payment  to  the
Administrative  Agent, at (i) in the case  of  such  Lender,  the
greater  of the Federal Funds Rate and a rate determined  by  the
Administrative Agent in accordance with banking industry rules on
interbank  compensation or (ii) in the case of the Borrower,  the
interest  rate  that  would  be  otherwise  applicable  to   such
Borrowing.  If such Lender pays such amount to the Administrative
Agent,  then  such  amount shall constitute  such  Lender's  Loan
included in such Borrowing.

     Section 2.05    Swing Line Loans

          Subject  to the terms and conditions hereof, the  Swing
Line  Lender agrees to make swing line loans (each a "Swing  Line
Loan"  and, collectively, the "Swing Line Loans") to the Borrower
from time to time on any Business Day during the period from  the
Effective  Date to the sixth Business Day preceding the Revolving
Maturity  Date, provided that (i) immediately after  making  each
Swing  Line Loan, the aggregate outstanding principal balance  of
the  Swing  Line Loans will not exceed the Swing Line Commitment,
and   the  Aggregate  Revolving  Exposure  will  not  exceed  the
Aggregate   Revolving   Commitment,   (ii)   prior   thereto   or
simultaneously  therewith  the  Borrower  shall   have   borrowed
Revolving  Loans,  (iii) no Lender shall be  in  default  of  its
obligations  under this Agreement and (iv) no Credit Party  shall
have  notified the Swing Line Lender and the Borrower in  writing
at  least  one  Business  Day prior to the  Borrowing  Date  with
respect to such Swing Line Loan, that the conditions set forth in
Section  5.02 have not been satisfied and such conditions  remain
unsatisfied  as  of the requested time of the making  such  Swing
Line Loan.

          To request a Swing Line Loan, the Borrower shall notify
the  Administrative  Agent  and the  Swing  Line  Lender  by  the
delivery  of  a Credit Request, which shall be sent by  facsimile
and shall be irrevocable (confirmed promptly by hand delivery  or
telecopy to the Administrative Agent of a written Credit  Request
in  a  form  approved by the Administrative Agent signed  by  the
Borrower), no later than: 11:00 a.m., on the requested  Borrowing
Date,  specifying  (i)  the  aggregate  principal  amount  to  be
borrowed  and (ii) the requested Borrowing Date.  The Swing  Line
Lender  will,  subject to its determination that  the  terms  and
conditions  of  this  Agreement have  been  satisfied,  make  the
requested  amount  available promptly on that same  day,  to  the
Administrative  Agent  (for the account  of  the  Borrower)  who,
thereupon,  will  promptly  make such  amount  available  to  the
Borrower  by  crediting the account of the Borrower  pursuant  to
Section 2.04.  Each Borrowing of a Swing Line Loan shall be in an
aggregate  principal amount equal to $100,000 or,  if  less,  the
unused portion of the Swing Line Commitment.

          The  Swing Line Lender shall not be obligated  to  make
any Swing Line Loan at a time when any Lender shall be in default
of  its  obligations under this Agreement unless arrangements  to
eliminate  the  Swing  Line Lender's risk with  respect  to  such
defaulting  Lender's participation in such Swing Line Loan  shall
have  been made for the benefit of the Swing Line Lender and such
arrangements  are  satisfactory to the Swing  Line  Lender.   The
Swing  Line  Lender  will  not make a  Swing  Line  Loan  if  the
Administrative Agent, or any Lender by notice to the  Swing  Line
Lender  and the Borrower no later than one Business Day prior  to
the  Borrowing Date with respect to such Swing Line  Loan,  shall
have  determined  that the conditions set forth in  Section  5.02
have not been satisfied and such conditions remain unsatisfied as
of  the  requested  time of the making of such Swing  Line  Loan.
Each Swing Line Loan shall be due and payable on the earliest  to
occur  of  the seventh day after the Borrowing Date thereof,  the
fifth  Business  Day  prior  to the Revolving  Credit  Commitment
Termination  Date,  the date on which the Swing  Line  Commitment
shall  have  been voluntarily terminated by the Borrower  or  the
Swing  Line Lender in accordance with Section 2.06, and the  date
on  which  the  Swing  Line Loans shall become  due  and  payable
pursuant  to  the  provisions hereof, whether by acceleration  or
otherwise.

          Upon each receipt by a Lender of notice of an Event  of
Default from the Administrative Agent pursuant to Article 9, such
Lender shall purchase unconditionally, irrevocably, and severally
from  the  Swing  Line Lender a participation in the  outstanding
Swing  Line  Loans  (including accrued interest  thereon)  in  an
amount equal to the product of its Commitment Percentage and  the
outstanding  amount  of  the Swing Line Loans  (the  "Swing  Line
Participation Amount").  Each Lender shall also be liable for  an
amount equal to the product of its Commitment Percentage and  any
amounts paid by the Borrower pursuant to this subsection (d) that
are  subsequently  rescinded or avoided,  or  must  otherwise  be
restored  or  returned.  Such liabilities shall be  unconditional
and  without  regard  to the occurrence of  any  Default  or  the
compliance by the Borrower with any of its obligations under  the
Loan  Documents.   In furtherance of this subsection,  upon  each
receipt  by  a Lender of notice of an Event of Default  from  the
Administrative  Agent, such Lender shall promptly make  available
to  the  Administrative Agent for the account of the  Swing  Line
Lender  its Swing Line Participation Amount, in lawful  money  of
the  United  States  and  in immediately  available  funds.   The
Administrative  Agent  shall deliver the payments  made  by  each
Lender  pursuant  to the immediately preceding  sentence  to  the
Swing Line Lender promptly upon receipt thereof in like funds  as
received.  If a Lender does not make its Swing Line Participation
Amount  so  available,  such Lender  shall  be  required  to  pay
interest to the Administrative Agent for the account of the Swing
Line Lender from the date such amount was due until paid in full,
on  the  unpaid portion thereof, at the rate set forth in Section
2.04(b),  payable  upon  demand by the Swing  Line  Lender.   The
Administrative Agent shall distribute such interest  payments  to
the  Swing  Line  Lender upon receipt thereof in  like  funds  as
received.  Whenever the Administrative Agent is reimbursed by the
Borrower,  for  the  account of the Swing Line  Lender,  for  any
payment  in  connection with Swing Line Loans  and  such  payment
relates to an amount previously paid by a Lender pursuant to this
Section,  the  Administrative Agent will promptly pay  over  such
payment to such Lender.

     Section 2.06    Termination and Reduction of Commitments

          Unless   previously  terminated,  (i)   the   Revolving
Commitments  shall terminate on the Revolving Maturity  Date  and
(ii)  the  Swing  Line Commitment shall terminate  on  the  sixth
Business Day prior to the Revolving Maturity Date.

          The Borrower may at any time terminate, or from time to
time  reduce,  the Revolving Commitments, provided that  (i)  the
Borrower  shall not terminate or reduce the Revolving Commitments
if,  after  giving  effect to any concurrent  prepayment  of  the
Revolving Loans in accordance with Section 2.08, the sum  of  the
Revolving  Exposures would exceed the total Revolving Commitments
and  (ii)  each such reduction shall be in an amount that  is  an
integral multiple of $500,000 and not less than $1,000,000.

          The Borrower may at any time terminate, or from time to
time  reduce,  the  Swing  Line  Commitment,  provided  that  the
Borrower  shall not terminate or reduce the Swing Line Commitment
if, after giving effect to any concurrent prepayment of the Swing
Line  Loans  in  accordance with Section 2.05(c),  the  aggregate
outstanding principal amount of all Swing Line Loans would exceed
the Swing Line Commitments.

          Each  reduction of the Revolving Commitments  hereunder
shall  be made ratably among the applicable Lenders in accordance
with  their respective Revolving Commitments.  The Borrower shall
notify  the Administrative Agent of any election to terminate  or
reduce  the Revolving Commitments under Section 2.06(b) at  least
three  Business  Days  prior  to  the  effective  date  of   such
termination  or  reduction,  specifying  such  election  and  the
effective  date  thereof.   Promptly  following  receipt  of  any
notice, the Administrative Agent shall advise the Lenders of  the
contents thereof.  Each notice delivered by the Borrower pursuant
to this Section 2.06 shall be irrevocable, provided that a notice
of  termination  of the Revolving Commitments  delivered  by  the
Borrower  may  state  that such notice is  conditioned  upon  the
effectiveness  of  other credit facilities, in  which  case  such
notice  may  be  revoked  by  the  Borrower  (by  notice  to  the
Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied.  Any termination or reduction
of the Revolving Commitments hereunder shall be permanent.

     Section 2.07   Repayment of Loans; Evidence of Debt

          The Borrower hereby unconditionally promises to pay  to
the  Administrative  Agent  for the account  of  each  applicable
Lender  the  then unpaid principal amount of each Revolving  Loan
and each Swing Line Loan on the Revolving Maturity Date.

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

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

          The entries made in the accounts maintained pursuant to
paragraphs  (c) or (d) of this Section 2.07 shall, to the  extent
not  inconsistent  with any entries made in any  Note,  be  prima
facie  evidence  of the existence and amounts of the  obligations
recorded therein, provided that the failure of any Lender or  the
Administrative  Agent  to maintain such  accounts  or  any  error
therein  shall  not  in any manner affect the obligation  of  the
Borrower to repay the Loans in accordance with the terms of  this
Agreement.

          The Revolving Loans of each Lender and interest thereon
shall  at  all  times  (including after  assignment  pursuant  to
Section  10.04)  be  represented by one or more  Revolving  Notes
payable  to the order of such Lender (or, if such Revolving  Note
is a registered note, to such Lender and its registered assigns).
The  Swing Line Loans and interest thereon shall at all times  be
represented  by  a Swing Line Note payable to the  order  of  the
Swing Line Lender.

     Section 2.08   Prepayment of Loans

          The  Borrower shall have the right at any time and from
time to time to prepay any Borrowing in whole or in part, subject
to   the  requirements  of  this  Agreement,  including,  without
limitation, Section 3.06.

          In the event and on each occasion that any Net Proceeds
are received by or on behalf of the Borrower or any Subsidiary in
respect  of  any  Prepayment/Reduction Event,  then,  immediately
after  such Net Proceeds are received, the Borrower shall  prepay
Revolving  Borrowings in an amount equal to  such  Net  Proceeds;
provided,  however,  with  respect to Net  Proceeds  received  in
respect  of a Prepayment/Reduction Event described in clause  (b)
of the definition thereof, so long as no Default has occurred and
is continuing, the Borrower shall not be required to use such Net
Proceeds  to  prepay the Loans if (i) on or prior to  receipt  of
such proceeds the Borrower shall have notified the Administrative
Agent  in writing that it intends to use such proceeds to replace
or    restore   any   property   within   180   days   of    such
Prepayment/Reduction  Event  and (ii)  the  Borrower  shall  have
replaced  or  restored such property within such  180-day  period
(or,  in  the  event  that such property is  incapable  of  being
replaced  or  restored during such 180-day period,  the  Borrower
shall  have  commenced  the replacement or  restoration  of  such
property during such 180-day period).

          In the event of any partial reduction or termination of
the  Revolving Commitments, then (i) at or prior to the  date  of
such  reduction  or termination, the Administrative  Agent  shall
notify the Borrower and the applicable Lenders of the sum of  the
Revolving Exposures after giving effect thereto and (ii) if  such
sum  would  exceed the total Revolving Commitments  after  giving
effect to such reduction or termination, then the Borrower shall,
on  the  date of such reduction or termination, prepay  Revolving
Borrowings  in  an  amount sufficient to eliminate  such  excess;
provided,  that  if  on  the date of  such  a  reduction  of  the
Aggregate Revolving Commitment, the Aggregate Revolving  Exposure
exceeds the aggregate Revolving Commitments of all of the Lenders
after giving effect to such reduction and, if the Revolving Loans
have been paid in full and the Bankers Acceptance Exposure or the
Letter  of  Credit Exposure of all Lenders is greater than  zero,
the  Borrower shall deposit into the Cash Collateral  Account  an
amount  in cash which would cause the balance on deposit  in  the
Cash   Collateral  Account  to  equal  the  sum  of  the  Bankers
Acceptance  Exposure  and the Letter of Credit  Exposure  of  all
Lenders.

          The  Borrower shall notify the Administrative Agent  by
telephone (confirmed by telecopy) of any prepayment hereunder (i)
in  the  case of prepayment of a Eurodollar Borrowing, not  later
than  11:00 a.m., New York City time, three Business Days  before
the  date of prepayment or (ii) in the case of prepayment  of  an
ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business  Day  before the date of prepayment.  Each  such  notice
shall  be  irrevocable and shall specify the prepayment date  and
the  principal amount of each Borrowing or portion thereof to  be
prepaid,  provided that, if a notice of prepayment  is  given  in
connection  with  a  conditional notice  of  termination  of  the
Revolving  Commitments as contemplated by Section  2.06(d),  then
such  notice  of  prepayment may be revoked  if  such  notice  of
termination  is  revoked  in  accordance  with  Section  2.06(d).
Promptly  following  receipt of any such  notice  relating  to  a
Borrowing,  the Administrative Agent shall advise the Lenders  of
the  contents thereof.  Each partial prepayment of any  Borrowing
under  Sections  2.06(b)  and 2.08(a) shall  be  in  an  integral
multiple of $100,000 and not less than $500,000.  Each prepayment
of  a Borrowing shall be applied ratably to the Loans included in
the  prepaid  Borrowing.   Prepayments shall  be  accompanied  by
accrued interest to the extent required by Section 3.01.

     Section   2.09   Payments  Generally;  Pro  Rata  Treatment;
Sharing of Setoffs

          Each Loan Party shall make each payment required to  be
made by it hereunder or under any other Loan Document (whether of
principal of Loans, interest or fees, or of amounts payable under
Sections 3.05, 3.06, 3.07 or 10.03, or otherwise) prior to  12:00
noon,  New  York City time, on the date when due, in  immediately
available  funds,  without setoff or counterclaim.   Any  amounts
received  after such time on any date may, in the  discretion  of
the  Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest
thereon.   All  such payments shall be made to the Administrative
Agent  at  its office at One Wall Street, New York, New York,  or
such other office as to which the Administrative Agent may notify
the  other  parties  hereto,  except that  payments  pursuant  to
Sections 3.05, 3.06, 3.07 and 10.03 shall be made directly to the
Persons   entitled  thereto.   The  Administrative  Agent   shall
distribute  any such payments received by it for the  account  of
any  other Person to the appropriate recipient promptly following
receipt thereof.  If any payment hereunder shall be due on a  day
that  is  not  a  Business Day, the date  for  payment  shall  be
extended to the next succeeding Business Day, and, in the case of
any  payment accruing interest, interest thereon shall be payable
for  the period of such extension.  All payments hereunder  shall
be made in dollars.

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

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

          Unless  the  Administrative Agent shall  have  received
notice  from a Loan Party prior to the date on which any  payment
is  due  to  the  Administrative Agent for  the  account  of  the
applicable Credit Parties hereunder that such Loan Party will not
make  such payment, the Administrative Agent may assume that such
Loan  Party  has  made such payment on such  date  in  accordance
herewith and may, in reliance upon such assumption, distribute to
such  Credit Parties the amount due.  In such event, if such Loan
Party  has  not in fact made such payment, then each such  Credit
Party  severally  agrees  to repay to  the  Administrative  Agent
forthwith  on  demand the amount so distributed  to  such  Credit
Party with interest thereon, for each day from and including  the
date  such amount is distributed to it to but excluding the  date
of  payment  to the Administrative Agent, at the greater  of  the
Federal  Funds  Rate and a rate determined by the  Administrative
Agent  in  accordance with banking industry  rules  on  interbank
compensation.

          If  any  Credit  Party shall fail to make  any  payment
required  to  be  made by it pursuant to Section 2.04,  then  the
Administrative Agent may, in its discretion (notwithstanding  any
contrary provision hereof), apply any amounts thereafter received
by  the Administrative Agent for the account of such Credit Party
to  satisfy  such Credit Party's obligations under  such  Section
until all such unsatisfied obligations are fully paid.

     Section 2.10   Optional Increase in Commitments

          At  any time, if no Default shall have occurred and  be
continuing,  the  Borrower may increase the  Aggregate  Revolving
Commitment,  either  by designating a financial  institution  not
theretofore a Lender to become a Lender (such designation  to  be
effective   only   with  the  prior  written   consent   of   the
Administrative  Agent,  which consent will  not  be  unreasonably
withheld or delayed), or by agreeing with an existing Lender that
such  Lender's  Revolving Commitment shall  be  increased.   Upon
execution and delivery by the Borrower and such Lender  or  other
financial   institution  of  an  instrument  in  form  reasonably
satisfactory  to  the Administrative Agent, such existing  Lender
shall  have a Revolving Commitment as therein set forth  or  such
other  financial  institution  shall  become  a  Lender  with   a
Revolving Commitment as therein set forth and all the rights  and
obligations  of  a  Lender  with  such  a  Revolving   Commitment
hereunder; provided:

              that  the  Borrower shall provide prompt notice  of
    such   increase  to  the  Administrative  Agent,  who   shall
    promptly notify the Lenders; and

              that  immediately after such increase is made,  the
    Aggregate Revolving Commitment shall not exceed $65,000,000.

          Upon any increase in the Aggregate Revolving Commitment
pursuant  to  Section 2.10(a) within five Business Days,  in  the
case  of  any ABR Loans then outstanding, and at the end  of  the
then current Interest Period with respect thereto, in the case of
any  Eurodollar Loans then outstanding, the Borrower shall prepay
such  Revolving  Loans in their entirety and, to the  extent  the
Borrower  elects to do so and subject to the conditions specified
in Section 5.02, the Borrower shall reborrow Revolving Loans from
the   Lenders   in  proportion  to  their  respective   Revolving
Commitments after giving effect to such increase, until such time
as  all  outstanding Revolving Loans are held by the  Lenders  in
such proportion.  Effective upon such increase, the amount of the
participations held by each Lender in each Letter of Credit, each
Bankers  Acceptance  and each Swing Line  Loan  then  outstanding
shall  be  adjusted  such that, after giving  effective  to  such
adjustments, the Lenders shall hold participations in  each  such
Letter  of Credit, Bankers Acceptance and Swing Line Loan in  the
proportion  its  respective Revolving  Commitment  bears  to  the
Aggregate  Revolving  Commitment  after  giving  effect  to  such
increase.

     Section 2.11   Letters of Credit

          The Borrower may request the Issuer to issue letters of
credit (the "Letters of Credit"; each, individually, a "Letter of
Credit")  during  the  period from  the  Effective  Date  to  the
thirtieth  Business  Day  prior to the Revolving  Maturity  Date,
provided  that immediately after the issuance of each  Letter  of
Credit (i) the Letter of Credit Exposure of all Lenders would not
exceed  the  Letter  of  Credit Commitment,  (ii)  the  Aggregate
Revolving  Exposure  would  not exceed  the  Aggregate  Revolving
Commitment and (iii) the sum of the Letter of Credit Exposure  of
all  Lenders plus the Bankers Acceptance Exposure of all  Lenders
would  not  exceed  $10,000,000.  To request the  issuance  of  a
Letter  of  Credit, the Borrower shall notify the  Administrative
Agent  and the Issuer by the delivery of a Credit Request,  which
shall  be  sent by facsimile and shall be irrevocable  (confirmed
promptly,  and  in any event within five Business  Days,  by  the
delivery to the Administrative Agent of a Credit Request manually
signed  by the Borrower), at least three Business Days  prior  to
the requested date of issuance, specifying (A) the beneficiary of
such  Letter  of Credit, (B) the Borrower's proposal  as  to  the
conditions under which a drawing may be made under such Letter of
Credit  and the documentation to be required in respect  thereof,
(C)  the  maximum  amount to be available under  such  Letter  of
Credit,  and  (D) the requested dates of issuance and expiration.
Such  Credit  Request shall be accompanied by  a  duly  completed
application  for such Letter of Credit on such forms  as  may  be
made  available  from time to time by the Issuer and  such  other
certificates, documents (including a reimbursement agreement) and
other  information as may be required by the Issuer in accordance
with  its  customary  procedures (collectively,  the  "Letter  of
Credit Documentation").  Upon receipt of such Credit Request from
the Borrower, the Administrative Agent shall promptly notify each
Lender  thereof.  Subject to the satisfaction of  the  terms  and
conditions  of  this  Agreement,  the  Issuer  shall  issue  each
requested Letter of Credit.  In the event of any conflict between
the  provisions  of  this  Agreement and  any  Letter  of  Credit
Documentation,  the provisions of this Agreement  shall  control.
Each  of  the Credit Parties hereby acknowledges and agrees  that
the  Existing  Letters of Credit are Letters of Credit  hereunder
and  the  Lenders  hereby assume and are  jointly  and  severally
obligated  with respect to all Reimbursement Obligations  related
thereto.  The letters of credit issued and outstanding under  the
Original  Credit Agreement on the Effective Date  (the  "Existing
Letters  of Credit") and listed on Schedule 2.10 shall be  deemed
to  be "Letters of Credit" for all purposes of this Agreement and
the other Loan Documents.

          Each  Letter  of  Credit shall (i)  be  denominated  in
dollars,  (ii) be issued for the account of the Borrower  and  in
support  of obligations, contingent or otherwise, of the Borrower
or any Subsidiary arising in the ordinary course of business, and
(iii)  have an expiration date which shall be not later than  one
year  from  the date of issuance thereof, but in any event,  with
respect  to all Letters of Credit, five Business Days before  the
Revolving  Loan Maturity Date, provided that the expiration  date
of such Letter of Credit may be extended or such Letter of Credit
may  be  renewed,  provided, further, that any  renewal,  or  any
extension  of  any  expiry  date, of a  Letter  of  Credit  shall
constitute the issuance of such Letter of Credit for all purposes
of this Agreement.

          Immediately  upon the issuance of a Letter  of  Credit,
the  Issuer shall be deemed to have sold and transferred to  each
Lender,  and each Lender shall be deemed to have irrevocably  and
unconditionally  purchased and received from the Issuer,  without
recourse or warranty, an undivided interest and participation, to
the extent of such Lender's Revolving Percentage thereof, in such
Letter of Credit and the obligations of the Borrower with respect
thereto  and  any  security therefor and any guaranty  pertaining
thereto at any time existing.  Each Lender, with respect to  each
Existing Letter of Credit, hereby purchases, without recourse  or
warranty, an undivided interest and participation, to the  extent
of  such  Lender's Revolving Percentage thereof, in each Existing
Letter of Credit and the obligations of the Borrower with respect
thereto  and  any such security therefor and guaranty  pertaining
thereto at any time existing.

          The Issuer shall promptly notify (i) each Lender of the
Issuer's receipt of a drawing request under any Letter of Credit,
stating the amount of such Lender's Revolving Percentage of  such
drawing  request  and  the date on which  such  request  will  be
honored and (ii) the Administrative Agent and the Borrower of the
amount of such drawing request and the date on which such request
will  be honored.  Any failure of the Issuer to give or any delay
in  the  Issuer's  giving any such notice shall  not  release  or
diminish the obligations of the Borrower or any Lender hereunder.
In  determining  whether to pay under any Letter of  Credit,  the
Issuer  shall  have no obligation to any Lender or  the  Borrower
other than to confirm that any documents required to be delivered
under  such  Letter of Credit have been delivered and  that  they
appear  to  comply  on their face with the requirements  of  such
Letter  of Credit.  In the absence of gross negligence or willful
misconduct  on the part of the Issuer, the Issuer shall  have  no
liability to any Lender or the Borrower for any action  taken  or
omitted to be taken by it under or in connection with any  Letter
of  Credit,  including  any  such  action  negligently  taken  or
negligently omitted to be taken by it.

          The  Borrower shall pay to the Administrative Agent for
the  account  of  the Issuer on demand therefor,  in  dollars  in
immediately  available  funds, the amount  of  all  Reimbursement
Obligations then owing to the Issuer under any Letter of  Credit,
together  with  interest  thereon as provided  in  Section  3.01,
irrespective of any claim, setoff, defense or other  right  which
the Borrower may have at any time against the Issuer or any other
Person.  In the event that the Issuer makes any payment under any
Letter  of  Credit  and the Borrower shall not have  repaid  such
amount  to the Issuer when due, the Issuer shall promptly  notify
each  Lender of such failure, and each Lender shall promptly  and
unconditionally pay to the Administrative Agent, for the  account
of  the  Issuer, the amount of such Lender's Revolving Percentage
of  such payment in dollars in immediately available funds on the
Business Day the Issuer so notifies such Lender if such notice is
given prior to 12:00 Noon or, if such notice is given after 12:00
Noon,  such  Lender shall make its Revolving Percentage  of  such
payment  available to the Issuer prior to 12:00 Noon on the  next
succeeding Business Day.

          If  and  to  the extent any Lender shall not make  such
Lender's  Revolving  Percentage of any Reimbursement  Obligations
available  to  the  Issuer  when due in accordance  with  Section
2.11(e),  such  Lender shall pay interest to the Issuer  on  such
unpaid  amount  for each day from the date such  payment  is  due
until  the date such amount is paid in full to the Issuer at  the
Federal  Funds Rate until (and including) the third Business  Day
after  the  date due and thereafter at the Alternate  Base  Rate.
The  obligations  of the Lenders under this Section  2.11(f)  are
several  and not joint or joint and several, and the  failure  of
any  Lender  to  make  available  to  the  Issuer  its  Revolving
Percentage   of  any  Reimbursement  Obligations  when   due   in
accordance  with  Section 2.11(e) shall  not  relieve  any  other
Lender   of  its  obligation  hereunder  to  make  its  Revolving
Percentage of such Reimbursement Obligations so available when so
due,  but no Lender shall be responsible for the failure  of  any
other Lender to make such other Lender's Revolving Percentage  of
such Reimbursement Obligations so available when so due.

          Whenever   the   Issuer  receives  a   payment   of   a
Reimbursement Obligation from or on behalf of the Borrower as  to
which  the Issuer has received any payment from a Lender pursuant
to  Section 2.11(e), the Issuer shall promptly pay to such Lender
an  amount  equal to such Lender's Revolving Percentage  of  such
payment from or on behalf of the Borrower.  If any payment by  or
on behalf of the Borrower and received by the Issuer with respect
to  any  Letter  of  Credit is rescinded  or  must  otherwise  be
returned by the Issuer for any reason and the Issuer has paid  to
any  Lender any portion thereof, each such Lender shall forthwith
pay over to the Issuer an amount equal to such Lender's Revolving
Percentage of the amount which must be so returned by the Issuer.

          Each  Lender,  upon  the demand of  the  Issuer,  shall
reimburse  the  Issuer, to the extent the  Issuer  has  not  been
reimbursed  by  the  Borrower  after  demand  therefor,  for  the
reasonable  costs  and expenses (including reasonable  attorneys'
fees) incurred by the Issuer in connection with the collection of
amounts  due under, and the preservation and enforcement  of  any
rights  conferred by, any Letter of Credit or the performance  of
the Issuer's obligations as issuer of the Letters of Credit under
this Agreement in respect thereof, to the extent of such Lender's
Revolving  Percentage of the amount of such  costs  and  expenses
provided, however, that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages,
penalties,   actions,  judgments,  suits,  costs,   expenses   or
disbursements to the extent the same result solely from the gross
negligence or willful misconduct of the Issuer.  The Issuer shall
refund any costs and expenses reimbursed by such Lender that  are
subsequently  recovered from the Borrower in an amount  equal  to
such Lender's Revolving Percentage thereof.

          The  obligation of the Borrower to reimburse the Issuer
pursuant to this Section 2.11, and the obligation of each  Lender
to  make  available to the Issuer the amounts set forth  in  this
Section  2.11  shall be absolute, unconditional  and  irrevocable
under  any and all circumstances, shall be made without reduction
for  any  set-off, counterclaim or other deduction of any  nature
whatsoever, may not be terminated, suspended or delayed  for  any
reason  whatsoever, shall not be subject to any qualification  or
exception  and  shall be made in accordance with  the  terms  and
conditions  of this Agreement under all circumstances,  including
any  of the following circumstances: (1) any lack of validity  or
enforceability  of  this  Agreement or  any  of  the  other  Loan
Documents,  (2)  the existence of any claim, setoff,  defense  or
other  right  which the Borrower may have at any time  against  a
beneficiary  named in a Letter of Credit, any transferee  of  any
Letter of Credit (or any Person for whom any such transferee  may
be  acting), the Issuer, any Lender or any other Person,  whether
in  connection with this Agreement, any other Loan Document,  any
Letter  of  Credit,  the transactions contemplated  in  the  Loan
Documents or any unrelated transactions (including any underlying
transaction between the Borrower and the beneficiary named in any
such  Letter of Credit), (3) any draft, certificate or any  other
document  presented  under any Letter of  Credit  proving  to  be
forged, fraudulent, invalid or insufficient in any respect or any
statement therein being untrue or inaccurate in any respect,  (4)
the surrender or impairment of any collateral for the performance
or  observance of any of the terms of any of the Loan  Documents,
(5)  the occurrence of any Default or Event of Default or (6) any
other event or circumstance whatsoever, whether or not similar to
any  of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide
a  right  of  setoff  against, the Borrower's  or  such  Lender's
obligations hereunder. The Issuer shall not have any liability or
responsibility by reason of or in connection with the issuance or
transfer  of  any Letter of Credit or any payment or  failure  to
make   any  payment  thereunder  (irrespective  of  any  of   the
circumstances  referred  to in the preceding  sentence),  or  any
error,  omission, interruption, loss or delay in transmission  or
delivery  of  any draft, notice or other communication  under  or
relating to any Letter of Credit (including any document required
to  make  a  drawing thereunder), any error in interpretation  of
technical terms or any consequence arising from causes beyond the
control  of the Issuer. The parties hereto expressly agree  that,
in  the absence of gross negligence or willful misconduct on  the
part of the Issuer (as finally determined by a court of competent
jurisdiction), the Issuer shall be deemed to have exercised  care
in  each such determination. In furtherance of the foregoing  and
without limiting the generality thereof, the parties agree  that,
with respect to documents presented which appear on their face to
be  in  substantial  compliance with the terms  of  a  Letter  of
Credit, the Issuer may, in its sole discretion, either accept and
make  payment  upon  such  documents without  responsibility  for
further investigation, regardless of any notice or information to
the  contrary,  or  refuse to accept and make payment  upon  such
documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

     Section 2.12    Bankers Acceptances

          The  Borrower  may  request the  BA  Issuer  to  create
Bankers Acceptances during the period from the Effective Date  to
the  thirtieth Business Day prior to the Revolving Maturity Date,
provided  that  immediately after the creation  of  each  Bankers
Acceptance  (i)  the Bankers Acceptance Exposure of  all  Lenders
would  not  exceed  the Bankers Acceptance Commitment,  (ii)  the
Aggregate  Revolving  Exposure would  not  exceed  the  Aggregate
Revolving  Commitment and (iii) the sum of the Letter  of  Credit
Exposure  of all Lenders plus the Bankers Acceptance Exposure  of
all  Lenders  would  not  exceed  $10,000,000.   To  request  the
creation  of a Bankers Acceptance, the Borrower shall notify  the
Administrative  Agent  and the BA Issuer by  the  delivery  of  a
Credit  Request, which shall be sent by facsimile  and  shall  be
irrevocable  (confirmed promptly, and in any  event  within  five
Business Days, by the delivery to the Administrative Agent  of  a
Credit  Request manually signed by the Borrower), at least  three
Business Days prior to the requested date of creation, specifying
such  information in connection with the creation of such Bankers
Acceptance as the BA Issuer may request from time to time.   Such
Credit   Request  shall  be  accompanied  by  a  duly   completed
application for such Bankers Acceptance on such forms as  may  be
made  available from time to time by the BA Issuer and such other
certificates, documents and other information as may be  required
by  the  BA  Issuer  in accordance with its customary  procedures
(collectively,  the  "Bankers Acceptance  Documentation").   Upon
receipt   of   such  Credit  Request  from  the   Borrower,   the
Administrative  Agent shall promptly notify each Lender  thereof.
Subject  to the satisfaction of the terms and conditions of  this
Agreement,  the  BA  Issuer shall issue  each  requested  Bankers
Acceptance.  In the event of any conflict between the  provisions
of  this Agreement and any Bankers Acceptance Documentation,  the
provisions  of this Agreement shall control.  Each of the  Credit
Parties  hereby acknowledges and agrees that the Existing Bankers
Acceptances  are  Bankers Acceptances hereunder and  the  Lenders
hereby  assume  and  are  jointly and  severally  obligated  with
respect  to  all  BA  Obligations related thereto.   The  bankers
acceptances  created  and outstanding under the  Original  Credit
Agreement   on   the   Effective  Date  (the  "Existing   Bankers
Acceptances") and listed on Schedule 2.12 shall be deemed  to  be
"Bankers Acceptances" for all purposes of this Agreement and  the
other Loan Documents.

          Each  Bankers  Acceptance shall (i) be  denominated  in
dollars,  (ii) be issued for the account of the Borrower  and  in
support  of obligations, contingent or otherwise, of the Borrower
or  any Subsidiary arising in the ordinary course of business (as
specified  in the definition of "Bankers Acceptance", (iii)  have
drafts drawn upon it having not more than 180 days sight to  run,
and  (iv) otherwise conform to the requirements set forth in  the
definition of "Bankers Acceptance").

          Immediately  upon the creation of a Bankers Acceptance,
the  BA  Issuer  shall be deemed to have sold and transferred  to
each  Lender, and each Lender shall be deemed to have irrevocably
and  unconditionally purchased and received from the  BA  Issuer,
without   recourse  or  warranty,  an  undivided   interest   and
participation,   to   the  extent  of  such  Lender's   Revolving
Percentage   thereof,  in  such  Bankers   Acceptance   and   the
obligations of the Borrower with respect thereto and any security
therefor  and  any  guaranty  pertaining  thereto  at  any   time
existing.   Each  Lender, with respect to each  Existing  Bankers
Acceptance,  hereby purchases, without recourse or  warranty,  an
undivided  interest  and participation, to  the  extent  of  such
Lender's  Revolving Percentage thereof, in each Existing  Bankers
Acceptance  and  the  obligations of the  Borrower  with  respect
thereto and any security therefor and guaranty pertaining thereto
at any time existing.

          The BA Issuer shall promptly notify (i) each Lender  of
the  BA  Issuer's receipt of a drawing request under any  Bankers
Acceptance,  stating  the  amount  of  such  Lender's   Revolving
Percentage  of  such drawing request and the date on  which  such
request will be honored and (ii) the Administrative Agent and the
Borrower  of the amount of such drawing request and the  date  on
which such request will be honored.  Any failure of the BA Issuer
to  give  or any delay in the BA Issuer's giving any such  notice
shall not release or diminish the obligations of the Borrower  or
any  Lender  hereunder.   In determining whether  to  accept  any
drawing, the BA Issuer shall have no obligation to any Lender  or
the Borrower other than to confirm that any documents required to
be  delivered with respect to such Bankers Acceptance  have  been
delivered and that they appear to comply on their face  with  the
requirements of such Bankers Acceptance.  In the absence of gross
negligence  or willful misconduct on the part of the  BA  Issuer,
the  BA  Issuer  shall have no liability to  any  Lender  or  the
Borrower for any action taken or omitted to be taken by it  under
or  in connection with any Bankers Acceptance, including any such
action  negligently taken or negligently omitted to be  taken  by
it.

          The  Borrower shall pay to the Administrative Agent for
the  account of the BA Issuer on demand therefor, in  dollars  in
immediately  available funds, the amount of  all  BA  Obligations
then owing to the BA Issuer in respect of any Bankers Acceptance,
together  with  interest  thereon as provided  in  Section  3.01,
irrespective of any claim, setoff, defense or other  right  which
the  Borrower may have at any time against the BA Issuer  or  any
other  Person.  In the event that the BA Issuer makes any payment
under  any  Bankers Acceptance and the Borrower  shall  not  have
repaid such amount to the BA Issuer when due, the BA Issuer shall
promptly  notify  each Lender of such failure,  and  each  Lender
shall  promptly  and  unconditionally pay to  the  Administrative
Agent,  for  the  account of the BA Issuer, the  amount  of  such
Lender's  Revolving  Percentage of such  payment  in  dollars  in
immediately available funds on the Business Day the BA Issuer  so
notifies such Lender if such notice is given prior to 12:00  Noon
or,  if such notice is given after 12:00 Noon, such Lender  shall
make  its Revolving Percentage of such payment available  to  the
Issuer prior to 12:00 Noon on the next succeeding Business Day.

          If  and  to  the extent any Lender shall not make  such
Lender's Revolving Percentage of any BA Obligations available  to
the  BA Issuer when due in accordance with Section 2.12(e),  such
Lender  agrees  to pay interest to the BA Issuer on  such  unpaid
amount  for each day from the date such payment is due until  the
date  such amount is paid in full to the BA Issuer at the Federal
Funds Rate until (and including) the third Business Day after the
date  due  and  thereafter  at  the  Alternate  Base  Rate.   The
obligations of the Lenders under this Section 2.12(f) are several
and not joint or joint and several, and the failure of any Lender
to  make  available to the BA Issuer its Revolving Percentage  of
any  BA  Obligations when due in accordance with Section  2.12(e)
shall not relieve any other Lender of its obligation hereunder to
make its Revolving Percentage of such BA Obligations so available
when  so  due, but no Lender shall be responsible for the failure
of  any  other  Lender  to  make such  other  Lender's  Revolving
Percentage of such BA Obligations so available when so due.

          Whenever  the  BA  Issuer receives a payment  of  a  BA
Obligation from or on behalf of the Borrower as to which  the  BA
Issuer has received any payment from a Lender pursuant to Section
2.12(e),  the  BA  Issuer shall promptly pay to  such  Lender  an
amount  equal  to  such  Lender's Revolving  Percentage  of  such
payment from or on behalf of the Borrower.  If any payment by  or
on  behalf  of  the Borrower and received by the BA  Issuer  with
respect  to any Bankers Acceptance is rescinded or must otherwise
be returned by the BA Issuer for any reason and the BA Issuer has
paid  to  any Lender any portion thereof, each such Lender  shall
forthwith  pay  over  to the BA Issuer an amount  equal  to  such
Lender's  Revolving Percentage of the amount  which  must  be  so
returned by the BA Issuer.

          Each  Lender,  upon the demand of the BA Issuer,  shall
reimburse the BA Issuer, to the extent the BA Issuer has not been
reimbursed  by  the  Borrower  after  demand  therefor,  for  the
reasonable  costs  and expenses (including reasonable  attorneys'
fees) incurred by the BA Issuer in connection with the collection
of amounts due under, and the preservation and enforcement of any
rights conferred by, any Bankers Acceptance or the performance of
the  BA  Issuer's  obligations as  the  creator  of  the  Bankers
Acceptances  under  this  Agreement in respect  thereof,  to  the
extent  of  such Lender's Revolving Percentage of the  amount  of
such  costs and expenses provided, however, that no Lender  shall
be  liable  for  the payment of any portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,
suits,  costs, expenses or disbursements to the extent  the  same
result solely from the gross negligence or willful misconduct  of
the BA Issuer.  The BA Issuer shall refund any costs and expenses
reimbursed  by  such Lender that are subsequently recovered  from
the  Borrower  in  an  amount equal to  such  Lender's  Revolving
Percentage thereof.

          The  obligation  of the Borrower to  reimburse  the  BA
Issuer pursuant to this Section 2.12, and the obligation of  each
Lender  to make available to the BA Issuer the amounts set  forth
in  this  Section  2.12  shall  be  absolute,  unconditional  and
irrevocable  under  any  and  all circumstances,  shall  be  made
without   reduction  for  any  set-off,  counterclaim  or   other
deduction  of  any  nature whatsoever,  may  not  be  terminated,
suspended  or  delayed for any reason whatsoever,  shall  not  be
subject  to any qualification or exception and shall be  made  in
accordance with the terms and conditions of this Agreement  under
all  circumstances, including any of the following circumstances:
(1)  any lack of validity or enforceability of this Agreement  or
any  of the other Loan Documents, (2) the existence of any claim,
setoff, defense or other right which the Borrower may have at any
time  against  a  beneficiary named in a Bankers Acceptance,  any
transferee of any Bankers Acceptance (or any Person for whom  any
such transferee may be acting), the BA Issuer, any Lender or  any
other  Person,  whether in connection with  this  Agreement,  any
other  Loan  Document, any Bankers Acceptance,  the  transactions
contemplated  in the Loan Documents or any unrelated transactions
(including  any underlying transaction between the  Borrower  and
the  beneficiary named in any such Bankers Acceptance),  (3)  any
draft,  certificate or any other document issued or delivered  in
connection  with  any Bankers Acceptance proving  to  be  forged,
fraudulent,  invalid  or  insufficient  in  any  respect  or  any
statement therein being untrue or inaccurate in any respect,  (4)
the surrender or impairment of any collateral for the performance
or  observance of any of the terms of any of the Loan  Documents,
(5)  the occurrence of any Default or Event of Default or (6) any
other event or circumstance whatsoever, whether or not similar to
any  of the foregoing, that might, but for the provisions of this
Section, constitute a legal or equitable discharge of, or provide
a  right  of  setoff  against, the Borrower's  or  such  Lender's
obligations hereunder. The BA Issuer shall not have any liability
or responsibility by reason of or in connection with the creation
or  transfer of any Bankers Acceptance or any payment or  failure
to  make  any  payment thereunder (irrespective  of  any  of  the
circumstances  referred  to in the preceding  sentence),  or  any
error,  omission, interruption, loss or delay in transmission  or
delivery  of  any draft, notice or other communication  under  or
relating  to  any Bankers Acceptance, any error in interpretation
of  technical terms or any consequence arising from causes beyond
the control of the BA Issuer.  The parties hereto expressly agree
that, in the absence of gross negligence or willful misconduct on
the  part  of  the Issuer (as finally determined by  a  court  of
competent  jurisdiction), the BA Issuer shall be deemed  to  have
exercised care in each such determination.

     Section 2.13  Cash Collateral Account

        At,  or  at any time before, the time the Borrower  shall
be  required to make a deposit into the Cash Collateral  Account,
the  Administrative  Agent shall establish and  maintain  at  its
offices  at  One Wall Street, New York, New York in the  name  of
the  Borrower  but  under the sole dominion and  control  of  the
Administrative  Agent,  a  cash  collateral  account  (the  "Cash
Collateral  Account").  The Borrower may from time to  time  make
one  or more deposits into the Cash Collateral Account and  shall
from  time  to  time make such deposits as are required  by  this
Agreement.   The  Borrower hereby pledges to  the  Administrative
Agent  for  the  benefit of the Credit Parties,  a  Lien  on  and
security interest in the Cash Collateral Account and all sums  at
any  time  and  from  time to time on deposit therein  (the  Cash
Collateral  Account, together with all sums on  deposit  therein,
being  sometimes  hereinafter collectively  referred  to  as  the
"Cash   Collateral"),  as  collateral  security  for  the  prompt
payment  in  full  when  due,  whether  at  stated  maturity,  by
acceleration  or  otherwise, of the  Obligations.   The  Borrower
shall,  at  any  time  and  from time to  time  at  its  expense,
promptly  execute  and  deliver to the Administrative  Agent  any
further  instruments and documents, and take any further actions,
that  may  be  necessary  or  that the Administrative  Agent  may
reasonably request, in order to perfect and protect any  security
interest  granted or purported to be granted hereby or to  enable
the  Administrative Agent to exercise and enforce its rights  and
remedies  hereunder  with respect to any  Cash  Collateral.   The
Borrower  shall not (i) sell or otherwise dispose of any  of  the
Cash  Collateral, or (ii) create or permit to exist any Lien upon
any  of the Cash Collateral.  The Borrower hereby authorizes  the
Administrative  Agent,  promptly after  each  drawing  under  any
Letter  of  Credit  or Bankers Acceptance shall  become  due  and
payable,  to  apply  any  and all cash on  deposit  in  the  Cash
Collateral  Account towards the reimbursement of  the  Issuer  or
the  BA  Issuer, as the case may be, for all sums paid in respect
of  such  drawing, and all other Obligations which shall then  be
due and owing.
     Section   2.14   Loans,  Letters  of  Credit   and   Bankers
Acceptances under the Original Credit Agreement

            On  the  Effective Date, the Lenders shall make  such
sales  and  purchases  of loans outstanding  under  the  Original
Credit Agreement and participations in Existing Letters of Credit
and   Existing  Bankers  Acceptances  in  proportion   to   their
respective Revolving Commitments so that after giving  effect  to
such sales and purchases, the Lenders shall hold Revolving Loans,
participations in each Letter of Credit and Bankers Acceptance in
the  proportion its respective Revolving Commitment bears to  the
aggregate Revolving Commitments on the Effective Date.

ARTICLE 3  INTEREST, FEES, YIELD PROTECTION, ETC.

     Section 3.01  Interest

          ABR  Revolving Loans shall, in each case, bear interest
at the Alternate Base Rate plus the Applicable Margin.

          Eurodollar  Revolving Borrowings shall, in  each  case,
bear  interest at the Adjusted LIBO Rate for the Interest  Period
in effect for such Borrowing plus the Applicable Margin.

          Swing Line Loans shall, in each case, bear interest  at
a  rate per annum equal to the Swing Line Lender's cost of  funds
in  making  such  Swing Line Loan plus the Applicable  Margin  in
respect of Eurodollar Borrowings.

          Notwithstanding the foregoing, if an Event  of  Default
has  occurred and is continuing, then, so long as such  Event  of
Default  is continuing, all principal of each Loan and  each  fee
and  other amount then due and  payable by the Borrower hereunder
shall bear interest, after as well as before judgment, at a  rate
per  annum equal to (i) in the case of principal of any Loan,  2%
plus  the  rate otherwise applicable to such Loan as provided  in
the  preceding paragraphs of this Section or (ii) in the case  of
any  other  amount,  2% plus the Alternate  Base  Rate  plus  the
Applicable Margin for ABR Loans.

          Accrued  interest  on  each Loan shall  be  payable  in
arrears  on  each Interest Payment Date for such  Loan,  provided
that  (i)  interest  accrued pursuant to paragraph  (d)  of  this
Section 3.01 shall be payable on demand, (ii) in the event of any
repayment  or  prepayment of any Loan, accrued  interest  on  the
principal amount repaid or prepaid shall be payable on  the  date
of  such  repayment or prepayment and (iii) in the event  of  any
conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall  be
payable on the effective date of such conversion.

          All  interest hereunder shall be computed on the  basis
of a year of 360 days, except that interest computed by reference
to  the Alternate Base Rate at times when the Alternate Base Rate
is  based on the Prime Rate shall be computed on the basis  of  a
year  of 365 days (or 366 days in a leap year), and in each  case
shall be payable for the actual number of days elapsed (including
the  first  day  but  excluding the last  day).   The  applicable
Alternate  Base Rate, Adjusted LIBO Rate or LIBO  Rate  shall  be
determined  by  the Administrative Agent, and such  determination
shall be conclusive absent clearly demonstrable error.

     Section 3.02  Interest Elections

          Each Borrowing initially shall be of the Type specified
in the applicable Credit Request and, in the case of a Eurodollar
Borrowing, shall have an initial Interest Period as specified  in
such  Credit  Request.   Thereafter, the Borrower  may  elect  to
convert  such  Borrowing to a different Type or to continue  such
Borrowing  and, in the case of a Eurodollar Borrowing, may  elect
Interest Periods therefor, all as provided in this Section  3.02.
The  Borrower  may  elect  different  options  with  respect   to
different portions of the affected Borrowing, in which case  each
such  portion  shall  be allocated ratably among  the  applicable
Lenders  holding  the Loans comprising such  Borrowing,  and  the
Loans comprising each such portion shall be considered a separate
Borrowing.  Notwithstanding the foregoing, Swing Line Loans shall
be  solely  ABR Borrowings and shall not be made or converted  to
Eurodollar Borrowings.

          To  make an election pursuant to this Section 3.02, the
Borrower  shall notify the Administrative Agent of such  election
by  telephone by the time that a Credit Request would be required
under Section 2.03 if the Borrower were requesting a Borrowing of
the Type resulting from such election to be made on the effective
date  of  such election.  Each such telephonic Interest  Election
Request  shall be irrevocable and shall be confirmed promptly  by
hand  delivery  or  telecopy  to the Administrative  Agent  of  a
written  Interest  Election Request in a  form  approved  by  the
Administrative Agent and signed by the Borrower.

          Each  telephonic and written Interest Election  Request
shall  specify  the  following  information  in  compliance  with
Section 2.02 and this Section 3.02:

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

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

              whether  the resulting Borrowing is to  be  an  ABR
    Borrowing or a Eurodollar Borrowing; and

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

If  any  such  Interest  Election Request requests  a  Eurodollar
Borrowing  but  does  not specify an Interest  Period,  then  the
Borrower  shall be deemed to have selected an Interest Period  of
one month's duration.
          Promptly  following  receipt of  an  Interest  Election
Request,  the  Administrative Agent shall advise each  applicable
Lender  of  the details thereof and of such Lender's  portion  of
each resulting Borrowing.

          If  the  Borrower  fails to deliver a  timely  Interest
Election  Request  prior  to  the  end  of  the  Interest  Period
applicable  thereto,  then, unless such Borrowing  is  repaid  as
provided  herein,  at  the  end of  such  Interest  Period,  such
Borrowing    shall   be   converted   to   an   ABR    Borrowing.
Notwithstanding any contrary provision hereof,  if  an  Event  of
Default  has  occurred and is continuing and  the  Administrative
Agent,  at  the request of the Required Lenders, so notifies  the
Borrower, then, so long as an Event of Default is continuing, (i)
no  outstanding Borrowing may be converted to or continued  as  a
Eurodollar  Borrowing  and (ii) unless  repaid,  each  Eurodollar
Borrowing  shall be converted to an ABR Borrowing at the  end  of
the Interest Period applicable thereto.

     Section 3.03  Fees

          The Borrower agrees to pay to the Administrative Agent,
for  the  account of the Lenders in accordance with each Lender's
Commitment  Percentage, a commitment fee (the "Commitment  Fee"),
during  the period from the Effective Date through the  Revolving
Maturity Date at a rate per annum equal to the Fee Margin on  the
average   daily  Available  Revolving  Commitment  Amount.    The
Commitment Fee shall be payable quarterly in arrears on the  last
day  of  each  March,  June, September and December  during  such
period  commencing on the first such day following the  Effective
Date,  on  the date of any reduction in the Revolving Commitments
(to  the  extent of such reduction) and on the Revolving Maturity
Date.

          The Borrower shall pay to the Administrative Agent, for
the  account  of  the  Lenders in accordance with  each  Lender's
Revolving  Percentage, commissions (the "Letter of Credit  Fees")
with  respect to (i) commercial Letters of Credit for the  period
from  and including the date of issuance of each thereof  through
the  expiration date thereof, at a rate per annum equal to  1.00%
and  (ii)  standby  Letters of Credit for  the  period  from  and
including  the  date  of  issuance of each  thereof  through  the
expiration  date  thereof,  at a rate  per  annum  equal  to  the
Eurodollar  Margin,  in  each case on the average  daily  maximum
amount  available  under any contingency to be drawn  under  such
Letter  of  Credit.  The Letter of Credit Fees shall  be  payable
quarterly  in  arrears on the last Business Day  of  each  March,
June,  September  and December of each year,  commencing  on  the
first such day following the Effective Date, and on the date that
the  Revolving  Commitments shall expire.   In  addition  to  the
Letter of Credit Fees, the Borrower shall pay to the Issuer,  for
its  own  account,  its  standard fees  and  charges  customarily
charged to customers similar to the Borrower with respect to  any
Letter of Credit.

          The Borrower shall pay to the Administrative Agent, for
the  account  of  the  Lenders in accordance with  each  Lender's
Revolving  Percentage, a fee (the "Bankers Acceptance Fee")  with
respect  to Bankers Acceptances for the period from and including
the  date of creation of each thereof through the expiration date
thereof,  at a rate per annum equal to the Eurodollar Margin,  in
each case on the average daily maximum amount available under any
contingency  to  be  drawn  under such Bankers  Acceptance.   The
Bankers  Acceptance Fee shall be payable quarterly in arrears  on
the last Business Day of each March, June, September and December
of  each  year,  commencing on the first such day  following  the
Effective  Date,  and on the date that the Revolving  Commitments
shall  expire.   In addition to the Bankers Acceptance  Fee,  the
Borrower  shall  pay to the BA Issuer, for its own  account,  its
standard  fees  and  charges  customarily  charged  to  customers
similar to the Borrower with respect to any Bankers Acceptance.

          The  Borrower shall pay to each Credit Party,  for  its
own account, fees and other amounts payable in the amounts and at
the  times separately agreed upon between the Borrower  and  such
Credit Party.

          Fees  and  other amounts paid shall not  be  refundable
under  any circumstances.  All commitment fees shall be  computed
on  the  basis  of a 360-day year for the actual number  of  days
elapsed (including the first day but excluding the last day).

     Section 3.04  Alternate Rate of Interest

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

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

then the Administrative Agent shall give notice thereof to the
Borrower and the applicable Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative
Agent notifies the Borrower and the applicable Lenders that the
circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Eurodollar
Borrowing shall be ineffective, and (ii) if any Credit Request
requests a Eurodollar Borrowing, such Borrowing shall be made as
an ABR Borrowing.
     Section 3.05  Increased Costs; Illegality

          If any Change in Law shall:

               (i)impose, modify or deem applicable any reserve,
special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any
Credit Party (except any such reserve requirement reflected in
the Adjusted LIBO Rate); or
               (ii)impose on any Credit Party or the London in
terbank market any other condition affecting this Agreement, any
Eurodollar Loans made by such Credit Party or any participation
therein;
and the result of any of the foregoing shall be to increase the
cost (other than Excluded Taxes) to such Credit Party of making
or maintaining any Eurodollar Loan hereunder or to increase the
cost (other than Excluded Taxes) to such Credit Party or to
reduce the amount of any sum received or receivable by such
Credit Party hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Credit Party such
additional amount or amounts as will compensate such Credit Party
for such additional costs incurred or reduction suffered.
Failure to demand compensation pursuant to this Section shall not
constitute a waiver of such Credit Party's right to demand such
compensation.
          If  any Credit Party determines that any Change in  Law
regarding  capital requirements has or would have the  effect  of
reducing the rate of return on such Credit Party's capital or  on
the capital of such Credit Party's holding company, if any, as  a
consequence of this Agreement or the Extensions of Credit made by
such  Credit Party to a level below that which such Credit  Party
or  such  Credit Party's holding company could have achieved  but
for  such  Change in Law (taking into consideration  such  Credit
Party's  policies and the policies of such Credit Party's holding
company with respect to capital adequacy), then from time to time
the Borrower will pay to such Credit Party such additional amount
or  amounts  as will compensate such Credit Party or such  Credit
Party's holding company for any such reduction suffered.

          A  certificate  of  a Credit Party  setting  forth  the
amount  or amounts necessary to compensate such Credit  Party  or
its  holding  company, as applicable, as specified in  paragraphs
(a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay
such Credit Party the amount shown as due on any such certificate
within 15 days after receipt thereof.

          Notwithstanding any other provision of this  Agreement,
if,  after  the date of this Agreement, any Change in  Law  shall
make  it  unlawful  for  any  Lender  to  make  or  maintain  any
Eurodollar  Loan  or  to  give  effect  to  its  obligations   as
contemplated hereby with respect to any Eurodollar Loan, then, by
written notice to the Borrower and to the Administrative Agent:

              such  Lender may declare that Eurodollar Loans will
not thereafter (for the duration of such unlawfulness) be made by
such  Lender  hereunder (or be continued for additional  Interest
Periods and ABR Loans will not thereafter (for such duration)  be
converted  into Eurodollar Loans), whereupon any  request  for  a
Eurodollar  Borrowing  or  to  convert  an  ABR  Borrowing  to  a
Eurodollar  Borrowing or to continue a Eurodollar  Borrowing,  as
applicable, for an additional Interest Period shall, as  to  such
Lender only, be deemed a request for an ABR Loan (or a request to
continue an ABR Loan as such for an additional Interest Period or
to  convert  a  Eurodollar Loan into an ABR Loan, as applicable),
unless such declaration shall be subsequently withdrawn; and

              such   Lender  may  require  that  all  outstanding
Eurodollar Loans made by it be converted to ABR Loans,  in  which
event  all such Eurodollar Loans shall be automatically converted
to ABR Loans, as of the effective date of such notice as provided
in the last sentence of this paragraph.

In the event any Lender shall exercise its rights under clauses
(i) or (ii) of this Section 3.05(d), all payments and prepayments
of principal that would otherwise have been applied to repay the
Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be
applied to repay the ABR Loans made by such Lender in lieu of, or
resulting from the conversion of, such Eurodollar Loans, as
applicable.  For purposes of this Section 3.05(d), a notice to
the Borrower by any Lender shall be effective as to each
Eurodollar Loan made by such Lender, if lawful, on the last day
of the Interest Period currently applicable to such Eurodollar
Loan; in all other cases such notice shall be effective on the
date of receipt by the Borrower.
     Section 3.06   Break Funding Payments

          In the event of (a) the payment or prepayment
(voluntary or otherwise) of any principal of any Eurodollar Loan
other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto or (c) the failure to
borrow, convert, continue or prepay any Eurodollar Loan on the
date specified in any Credit Request or other notice delivered
pursuant Section 2.06, 2.08 or 3.02 (regardless of whether such
notice may be revoked under Section 2.08(e) and is revoked in
accordance therewith), then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense
attributable to such event.  If such Credit Request or other
notice relates to a Eurodollar Loan (in all cases other than a
revocation permitted under Section 2.08(e)), such loss, cost or
expense to any Lender shall be deemed to include an amount
reasonably determined by such Lender to be the excess, if any, of
(i) the amount of interest that would have accrued on the
principal amount of such Loan had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Loan,
for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would
have been the Interest Period for such Loan), over (ii) the
amount of interest that would accrue on such principal amount for
such period at the interest rate that such Lender would in good
faith bid were it to bid, at the commencement of such period, for
dollar deposits of a comparable amount and period from other
banks in the eurodollar market.  A certificate of any Lender
setting forth any amount or amounts that such Lender is entitled
to receive pursuant to this Section 3.06 shall be delivered to
the Borrower and shall be conclusive absent manifest error.  The
Borrower shall pay such Lender the amount shown as due on any
such certificate within 15 days after receipt thereof.
     Section 3.07  Taxes

          Any and all payments by or on account of any obligation
of  any  Loan  Party hereunder and under any other Loan  Document
shall  be  made free and clear of and without deduction  for  any
Indemnified  Taxes or Other Taxes, provided that,  if  such  Loan
Party  shall be required to deduct any Indemnified Taxes or Other
Taxes  from  such  payments, then (i) the sum  payable  shall  be
increased  as  necessary  so  that,  after  making  all  required
deductions  (including deductions applicable to  additional  sums
payable  under  this Section 3.07), the applicable  Credit  Party
receives an amount equal to the sum it would have received had no
such  deductions been made, (ii) such Loan Party shall make  such
deductions  and (iii) such Loan Party shall pay the  full  amount
deducted  to  the relevant Governmental Authority  in  accordance
with applicable law.

          In addition, the Loan Parties shall pay any Other Taxes
to   the  relevant  Governmental  Authority  in  accordance  with
applicable law.

          Each  Loan  Party  shall indemnify each  Credit  Party,
within   ten  days  after  receipt  of  written  demand  therefor
describing the amount and the basis in reasonable detail, for the
full  amount of any Indemnified Taxes or Other Taxes paid by such
Credit  Party on or with respect to any payment by or on  account
of  any  obligation of such Loan Party under the  Loan  Documents
(including  Indemnified Taxes or Other Taxes imposed or  asserted
on  or  attributable to amounts payable under this Section  3.07)
and  any  penalties,  interest  and reasonable  expenses  arising
therefrom   or  with  respect  thereto,  whether  or   not   such
Indemnified  Taxes  or  Other Taxes  were  correctly  or  legally
imposed  or  asserted by the relevant Governmental Authority.   A
certificate  as  to  the  amount of  such  payment  or  liability
delivered  to  the  Borrower  by  a  Credit  Party,  or  by   the
Administrative Agent on its own behalf or on behalf of  a  Credit
Party, shall be conclusive absent manifest error.  Following  any
indemnification pursuant to this Section 3.07(c), the  applicable
Credit Party, at the request of the applicable Loan Party,  shall
deliver  to  such Loan Party evidence of such payment  reasonably
satisfactory to such Loan Party.

          As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority,
the  Borrower  shall  deliver  to the  Administrative  Agent  the
original  or  a  certified  copy of  a  receipt  issued  by  such
Governmental  Authority evidencing such payment, a  copy  of  the
return  reporting such payment or other evidence of such  payment
reasonably satisfactory to the Administrative Agent.

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

          Any Credit Party that is not a Foreign Lender shall, at
the request of the Borrower, deliver to the Borrower (with a copy
to  the  Administration Agent) any documentation as  will  permit
payments to such Credit Party under the Loan Documents to be made
without withholding of Tax or at a reduced rate of Tax.

     Section 3.08  Mitigation Obligations

            If    any   Lender   requests   compensation    under
Section  3.05,  or  if  the  Borrower  is  required  to  pay  any
additional amount to any Lender or any Governmental Authority for
the  account  of any Lender pursuant to Section 3.07,  then  such
Lender  shall  use  reasonable efforts to designate  a  different
lending  office  for  funding  or  booking  its  Loans  (or   any
participation  therein) hereunder or to  assign  its  rights  and
obligations  hereunder  to another of its  offices,  branches  or
affiliates,  if, in the judgment of such Lender, such designation
or  assignment  (i)  would eliminate or  reduce  amounts  payable
pursuant  to Sections 3.05 or 3.07, as applicable, in the  future
and  (ii) would not subject such Lender to any unreimbursed  cost
or  expense  and would not otherwise be disadvantageous  to  such
Lender.  The  Borrower hereby agrees to pay all reasonable  costs
and  expenses incurred by any Lender in connection with any  such
designation or assignment.
     Section 3.09   Substitution of Lenders

          If any Lender requests compensation under Section 3.05,
or if the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 3.07, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the
restrictions contained in Section 10.04), all its interests,
rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that (i)
the Borrower shall have received the prior written consent of the
Administrative Agent to such assignee, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts) and (iii) in the
case of any such assignment resulting from a claim for
compensation under Section 3.05 or payments required to be made
pursuant to Section 3.07, such assignment will result in a
reduction in such compensation or payments.  A Lender shall not
be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

ARTICLE 4   REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Credit
     Parties that:
     Section 4.01  Organization; Powers

          Each of the Borrower and each Subsidiary is duly
     organized, validly existing and in good standing under the
     laws of the jurisdiction of its organization, has all
     requisite power and authority to carry on its business as
     now conducted and, except where the failure to do so,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect, is
     qualified to do business in, and is in good standing in,
     every jurisdiction where such qualification is required.
     Section 4.02  Authorization; Enforceability

          The Transactions are within the corporate, partnership
     or other analogous powers of each of the Borrower and each
     Subsidiary to the extent it is a party thereto and have been
     duly authorized by all necessary corporate, partnership or
     other analogous and, if required, equityholder action.  Each
     Loan Document has been duly executed and delivered by each
     of the Borrower and each Subsidiary to the extent it is a
     party thereto and constitutes a legal, valid and binding
     obligation thereof, enforceable in accordance with its
     terms, subject to applicable bankruptcy, insolvency,
     reorganization, moratorium or other laws affecting
     creditors' rights generally.
     Section 4.03   Governmental Approvals; No Conflicts

          The Transactions (a) do not require any consent or
     approval of, registration or filing with, or any other
     action by, any Governmental Authority, except such as have
     been obtained or made and are in full force and effect, (b)
     will not violate any applicable law or regulation or the
     charter, by-laws or other organizational documents of the
     Borrower or any of the Subsidiaries or any order of any
     Governmental Authority, (c) will not violate or result in a
     default under any indenture, agreement or other instrument
     binding upon the Borrower or any of the Subsidiaries or its
     assets, or give rise to a right thereunder to require any
     payment to be made by the Borrower or any of the
     Subsidiaries, and (d) will not result in the creation or
     imposition of any Lien on any asset of the Borrower or any
     of the Subsidiaries (other than Liens permitted by
     Section 7.02).
     Section  4.04    Financial Condition;  No  Material  Adverse
Change

          The  Borrower  has heretofore furnished to  the  Credit
Parties:   (i)  the Consolidated balance sheet and statements  of
income, stockholders' equity and cash flows of the Borrower as of
and  for the fiscal year ended December 31, 2003, reported on  by
Ernst  &  Young LLP, independent public accountants and (ii)  the
Consolidated balance sheet and statement of income, stockholders'
equity  and  cash flows of the Borrower as of and for the  fiscal
quarter  ended  March  31, 2004, prepared by  the  Borrower.  The
financial  statements referred to above present  fairly,  in  all
material   respects,  the  financial  position  and  results   of
operations  and cash flows of the Persons referred to therein  as
of  such  dates and for the indicated periods in accordance  with
GAAP  (subject, with respect to the interim financial statements,
to footnotes and normal year-end audit adjustments).

          Since the dates of the financial statements referred to
in  clause  (ii) of Section 4.04(a), there has been  no  material
adverse change in the business, assets, operations, prospects  or
condition,  financial  or  otherwise, of  the  Borrower  and  the
Subsidiaries taken as a whole.

     Section 4.05   Properties

          Each of the Borrower and each Subsidiary has good title
to,  or  valid leasehold interests in, all its real and  personal
property  material to its business, except for minor  defects  in
title  that  do  not interfere with its ability  to  conduct  its
business as currently conducted or to utilize such properties for
their intended purposes.

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

     Section 4.06   Litigation and Environmental Matters

          There are no actions, suits or proceedings by or before
any  arbitrator or Governmental Authority pending against or,  to
the  knowledge of the Borrower, threatened against  or  affecting
the  Borrower  or any of the Subsidiaries (i) that, if  adversely
determined, could reasonably be expected, individually or in  the
aggregate, to result in a Material Adverse Effect (other than the
Disclosed  Matters) or (ii) that challenge the  validity  of  any
Loan Document or the Transactions.

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

          There has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted  in,
or  materially  increased the likelihood of, a  Material  Adverse
Effect.

     Section 4.07   Compliance with Laws and Agreements

          Each of the Borrower and each Subsidiary is in
     compliance with all laws, regulations and orders of any
     Governmental Authority applicable to it or its property and
     all indentures, agreements and other instruments binding
     upon it or its property, except where the failure to do so,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect.  No Default
     has occurred and is continuing.
     Section 4.08   Investment and Holding Company Status

          Neither the Borrower nor any of the Subsidiaries are
     (a) an "investment company" as defined in, or subject to
     regulation under, the Investment Company Act of 1940 or (b)
     a "holding company" as defined in, or subject to regulation
     under, the Public Utility Holding Company Act of 1935.
     Section 4.09   Taxes

          Each of the Borrower and each Subsidiary has timely
     filed (or validly extended) or caused to be filed (or
     validly extended) all Tax returns and reports required to
     have been filed and has paid or caused to be paid all Taxes
     required to have been paid by it, except (a) Taxes that are
     being contested in good faith by appropriate proceedings and
     for which the Borrower or such Subsidiary, as applicable,
     has set aside on its books adequate reserves or (b) to the
     extent that the failure to do so could not reasonably be
     expected to result in a Material Adverse Effect.
     Section 4.10   ERISA

          Neither the Borrower nor any ERISA Affiliate of the
     Borrower has any direct or contingent obligation or
     liability under or in respect of any person or other
     employee benefit plan which is subject to the provisions of
     Title IV of ERISA which has, or would in the foreseeable
     future have, in the judgment of the responsible officers of
     the Borrower, a Material Adverse Effect.
     Section 4.11   Disclosure

          The Borrower has disclosed to the Credit Parties all
     agreements, instruments and corporate or other restrictions
     to which it or any of the Subsidiaries is subject, and all
     other matters known to it, that, individually or in the
     aggregate, could reasonably be expected to result in a
     Material Adverse Effect.  No representation or warranty
     contained in any Loan Document and no certificate or report
     from time to time furnished by the Borrower or any of its
     Subsidiaries in connection with the transactions
     contemplated thereby, contains or will contain a
     misstatement of material fact, or, to the best knowledge of
     the Borrower, omits or will omit to state a material fact
     required to be stated in order to make the statements
     therein contained not misleading in the light of the
     circumstances under which made, provided that any
     projections or pro-forma financial information contained
     therein are based upon good faith estimates and assumptions
     believed by the Borrower to be reasonable at the time made,
     it being recognized by the Lender that such projections as
     to future events are not to be viewed as facts, and that
     actual results during the period or periods covered thereby
     may differ from the projected results.
     Section 4.12   Subsidiaries

          Schedule 4.12 sets forth the name of, and the ownership
     interest of the Borrower in, each Subsidiary, in each case
     as of the Effective Date.
     Section 4.13   Insurance

          Schedule 4.13 sets forth a description of all insurance
     maintained by or on behalf of the Borrower and the
     Subsidiaries as of the Effective Date.  As of the Effective
     Date, all premiums in respect of such insurance that are due
     and payable have been paid.
     Section 4.14   Labor Matters

          As of the Effective Date, there are no strikes,
     lockouts or slowdowns against the Borrower or any Subsidiary
     pending or, to the knowledge of the Borrower, threatened.
     The hours worked by and payments made to employees of the
     Borrower and the Subsidiaries have not been in violation of
     the Fair Labor Standards Act or any other applicable
     Federal, state, local or foreign law dealing with such
     matters, except where any such violations, individually and
     in the aggregate, would not be reasonably likely to result
     in a Material Adverse Effect.  All material payments due
     from the Borrower or any Subsidiary, or for which any claim
     may be made against the Borrower or any Subsidiary, on
     account of wages and employee health and welfare insurance
     and other benefits, have been paid or accrued as a liability
     on the books of the Borrower or such Subsidiary.  The
     consummation of the Transactions will not give rise to any
     right of termination or right of renegotiation on the part
     of any union under any collective bargaining agreement to
     which the Borrower or any Subsidiary is bound.
     Section 4.15    Solvency

          Immediately after the consummation of each Transaction,
     (a) the fair value of the assets of the Borrower and the
     Guarantors taken as a whole, at a fair valuation, will
     exceed their debts and liabilities, subordinated, contingent
     or otherwise; (b) the present fair saleable value of the
     property of the Borrower and the Guarantors, taken as a
     whole, will be greater than the amount that will be required
     to pay the probable liability of their debts and other
     liabilities, subordinated, contingent or otherwise, as such
     debts and other liabilities become absolute and matured; (c)
     each of the Borrower and each Guarantor will be able to pay
     its debts and liabilities, subordinated, contingent or
     otherwise, as such debts and liabilities become absolute and
     matured; and (d) each of the Borrower and each Guarantor
     will not have unreasonably small capital with which to
     conduct the business in which it is engaged as such business
     is now conducted and is proposed to be conducted following
     such date.
     Section 4.16   Federal Reserve Regulations

          Neither  the  Borrower nor any of the Subsidiaries  are
engaged principally, or as one of their important activities,  in
the  business  of extending credit for the purpose of  buying  or
carrying Margin Stock.

          No  part  of  the proceeds of any Loan  will  be  used,
whether   directly   or  indirectly,  and  whether   immediately,
incidentally  or ultimately, to purchase, acquire  or  carry  any
Margin  Stock or for any purpose that entails a violation of,  or
that  is inconsistent with, the provisions of the regulations  of
the Board, including Regulation T, U or X.

     Section 4.17   Security Documents

          The Security Agreement continues to create in favor of
the Administrative Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Security Agreement) and the
Security Agreement (together with all financing statements and
other appropriate filings or recordations made in connection with
the execution and delivery of the Security Agreement) constitutes
a fully perfected Lien on, and security interest in, all right,
title and interest of the grantors thereunder in such Collateral,
in each case prior and superior in right to any other Person,
other than with respect to Liens expressly permitted by
Section 7.02.

ARTICLE 5   CONDITIONS

     Section 5.01  Effective Date

            This Agreement  shall not become effective until  the
                      date   on   which  each  of  the  following
                      conditions  is  satisfied  (or  waived   in
                      accordance with Section 10.02):
          The  Administrative Agent (or its counsel)  shall  have
received from each party hereto either (i) a counterpart of  this
Agreement signed on behalf of such party or (ii) written evidence
satisfactory  to  the  Administrative Agent  (which  may  include
telecopy  transmission  of  a  signed  signature  page  of   this
Agreement)  that  such  party has signed a  counterpart  of  this
Agreement.

          The   Administrative  Agent  shall  have   received   a
Revolving Note for each Lender, and the Swing Line Note  for  the
Swing Line Lender, each signed on behalf of the Borrower.

          The   Administrative  Agent  shall  have   received   a
counterpart  of the Guarantee Reaffirmation signed on  behalf  of
each Guarantor.

          The    Administrative   Agent   shall   have   received
counterparts  of the Security Agreement Reaffirmation  signed  on
behalf of the Borrower and each Guarantor party thereto, together
with the following:

              any   stock   certificates  or  other   instruments
    representing the Pledged Equity owned by or on behalf of  any
    Loan   Party   as  of  the  Effective  Date  (not  previously
    delivered to the Administrative Agent);

              any   promissory   notes  and   other   instruments
    evidencing  the Pledged Debt owed or owing to any Loan  Party
    as  of  the Effective Date (not previously delivered  to  the
    Administrative Agent);

              stock  powers and instruments of transfer, endorsed
    in   blank,   with   respect  to  such  stock   certificates,
    promissory notes and other instruments;

              all  instruments  and  other  documents,  including
    Uniform  Commercial  Code financing statements,  required  by
    law  or  reasonably requested by the Administrative Agent  to
    be  filed,  registered or recorded to create or  perfect  (or
    continue the perfection of) the Liens intended to be  created
    under the Security Agreement; and

              a   completed  Perfection  Certificate,  dated  the
    Effective  Date and signed by a Vice President or a Financial
    Officer  of  the  Borrower,  together  with  all  attachments
    contemplated thereby.

          The   Administrative  Agent  shall  have   received   a
favorable  written opinion (addressed to the Credit  Parties  and
dated  the  Effective Date) from Rivkin Radler LLP, on behalf  of
the  Loan  Parties, substantially in the form of  Exhibit  B  and
covering  such  other matters relating to the Loan  Parties,  the
Loan  Documents or the Transactions as the Required Lenders shall
reasonably request. The Borrower hereby requests such counsel  to
deliver such opinion.

          The  Administrative  Agent  shall  have  received  such
documents  and certificates as the Administrative  Agent  or  its
counsel  may  reasonably request relating  to  the  organization,
existence and good standing of each Loan Party, the authorization
of  the Transactions and any other legal matters relating to  the
Loan Parties, the Loan Documents or the Transactions, all in form
and  substance satisfactory to the Administrative Agent  and  its
counsel.

          The   Administrative  Agent  shall  have   received   a
certificate, dated the Effective Date and signed by  a  Financial
Officer   of  the  Borrower,  confirming  compliance   with   the
conditions set forth in paragraphs (a) and (b) of Section 5.02.

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

          The  Administrative Agent shall have received  evidence
satisfactory to it that the insurance required by Section 6.10 is
in effect.

          The  performance by each Loan Party of its  obligations
under  each  Loan Document shall not (i) violate  any  applicable
law, statute, rule or regulation or (ii) conflict with, or result
in a default or event of default under, any material agreement of
any  Loan Party, and the Administrative Agent shall have received
one  or more legal opinions and/or officer's certificates to such
effect, satisfactory to the Administrative Agent.

          The  Lenders shall be reasonably satisfied  as  to  the
amount  and  nature of any environmental and employee health  and
safety  exposures to which the Borrower and the Subsidiaries  may
be  subject,  and  with  the plans of the Borrower  with  respect
thereto.

          The  Lenders  shall  be reasonably satisfied  (i)  that
there  shall  be  no litigation or administrative proceeding,  or
regulatory development, that would reasonably be expected to have
a   material   adverse  effect  on  (a)  the  business,   assets,
operations,  prospects,  condition (financial  or  otherwise)  or
material agreements of the Borrower and the Subsidiaries, (b) the
ability of any Loan Party to perform any of its obligations under
any  Loan Document or (c) the rights of or benefits available  to
any  Credit  Party  under any Loan Document  and  (ii)  with  the
current  status  of,  and the terms of any  settlement  or  other
resolution  of,  any  litigation  or  other  proceedings  brought
against the Borrower or any Subsidiary.

          After  giving effect to the Transactions, none  of  the
Borrower  or  any of the Subsidiaries shall have outstanding  any
shares of preferred equity securities or any Indebtedness,  other
than  (i) Indebtedness incurred under the Loan Documents and (ii)
Indebtedness set forth on Schedule 7.01.

          The  Lenders  shall  be reasonably  satisfied  that  no
material  adverse  change or material adverse  condition  in  the
business, assets, operations, properties, condition (financial or
otherwise),   liabilities  (including  contingent   liabilities),
prospects  or  material  agreements  of  the  Borrower  and   the
Subsidiaries has occurred since December 31, 2003.

          The   Administrative  Agent  shall  have   received   a
certificate, dated the Effective Date and signed by  a  Financial
Officer  of  the  Borrower,  setting  forth  reasonably  detailed
calculations demonstrating compliance with Section 7.12 on a  pro
forma  basis  as of the Effective Date, immediately after  giving
effect to the Transactions.

          The Administrative Agent shall have received an updated
title  report on the Designated Real Property as of  a  date  not
more  than  60  days  prior  to the Effective  Date  prepared  by
Advantage Title Agency, Inc., Huntington, New York.

The Administrative Agent shall notify the Borrower and the Credit
Parties of the Effective Date, and such notice shall be
conclusive and binding.  Notwithstanding the foregoing, the
obligations of the Lenders to make Extensions of Credit hereunder
shall not become effective unless each of the foregoing
conditions is satisfied (or waived pursuant to Section 10.02) at
or prior to 3:00 p.m., New York City time, on August 15, 2004
(and, in the event such conditions are not so satisfied or
waived, the Revolving Commitments shall terminate at such time).
     Section 5.02   Each Extension of Credit

          The obligation of each Lender to make an Extension of
     Credit is subject to the satisfaction of the following
     conditions:
          The  representations and warranties of each Loan  Party
set  forth in each Loan Document shall be true and correct in all
material  respects  on and as of the date of  such  Extension  of
Credit,  except to the extent such representations and warranties
relate to an earlier date.

          At  the time of and immediately after giving effect  to
such  Extension of Credit, no Default shall have occurred and  be
continuing.

          The Administrative Agent shall have received such other
documentation and assurances as shall be reasonably  required  by
it in connection with such Extension of Credit.

Each  Extension  of  Credit  shall  be  deemed  to  constitute  a
representation and warranty by the Borrower on the  date  thereof
as  to  the matters specified in paragraphs (a) and (b)  of  this
Section 5.02.

ARTICLE 6   AFFIRMATIVE COVENANTS

          Until  the Revolving Commitments have expired  or  been
terminated and the principal of and interest on each Extension of
Credit, all Reimbursement Obligations, all BA Obligations and all
fees   and   other  amounts  (other  than  contingent   indemnity
obligations)  payable under the Loan Documents  shall  have  been
paid  in full, the Borrower covenants and agrees with the Lenders
that:
     Section 6.01  Financial Statements and Other Information

          The Borrower will furnish to the Administrative Agent
     and each Lender:
          within  90 days after the end of each fiscal year,  the
audited  Consolidated  balance sheet and  related  statements  of
income,  stockholders' equity and cash flows of the Borrower  and
the  Subsidiaries  as of the end of and for  such  year,  setting
forth  in  each  case  in comparative form the  figures  for  the
previous  fiscal  year,  all reported on  by  independent  public
accountants  of  recognized national standing (without  a  "going
concern"  or  like  qualification or exception  and  without  any
qualification or exception as to the scope of such audit) to  the
effect that such consolidated financial statements present fairly
in  all material respects the financial condition and results  of
operations of the Borrower and the Subsidiaries on a consolidated
basis in accordance with GAAP consistently applied;

          within 45 days after the end of each of the first three
fiscal  quarters  of  each fiscal year, the Consolidated  balance
sheets  and  related statements of income and cash flows  of  the
Borrower  and  the Subsidiaries as of the end  of  and  for  such
fiscal  quarter and the then elapsed portion of the fiscal  year,
setting  forth in each case in comparative form the  figures  for
the  corresponding fiscal quarter end, and period or periods,  of
the  previous fiscal year, all certified by one of its  Financial
Officers  as  presenting  fairly in  all  material  respects  the
financial condition and results of operations of the Borrower and
the  Subsidiaries on a consolidated basis in accordance with GAAP
consistently   applied,   subject  to   normal   year-end   audit
adjustments;

          concurrently with any delivery of financial  statements
under clauses (a) or (b) of this Section 6.01, a certificate of a
Financial Officer of the Borrower (i) certifying as to whether  a
Default  has occurred and, if a Default has occurred,  specifying
the  details thereof and any action taken or proposed to be taken
with  respect thereto, (ii) setting forth (A) reasonably detailed
calculations  demonstrating compliance with Sections  7.12,  7.13
and  7.14 and (B) any change in the Guarantors as of the date  of
such certificate and (iii) stating whether any change in GAAP  or
in  the  application thereof has occurred since the date  of  the
financial statements referred to in Section 4.04(a) and,  if  any
such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;

          promptly  after  the  same become  publicly  available,
copies  of  all periodic and other reports, proxy statements  and
other materials filed by the Borrower or any Subsidiary with  the
Securities and Exchange Commission, or any Governmental Authority
succeeding  to any or all of the functions of the Securities  and
Exchange Commission, or with any national securities exchange, or
distributed by the Borrower or any Subsidiary to its shareholders
generally,  as the case may be, and delivery by the  Borrower  of
its  (i) Annual Report on Form 10-K for each fiscal year  of  the
Borrower containing financial statements reported on in a  manner
acceptable   to   the  Securities  and  Exchange  Commission   by
independent  public accountants of recognized  national  standing
and  (ii) report on Form 10-Q for each of the first three  fiscal
quarters  of each fiscal year of the Borrower with the  financial
statements  contained therein certified by one of  its  Financial
Officers  as  presenting  fairly in  all  material  respects  the
financial condition and results of operations of the Borrower and
the  Subsidiaries on a consolidated basis in accordance with GAAP
consistently   applied,   subject  to   normal   year-end   audit
adjustments,  in each case within the time periods prescribed  by
Section  6.01(a)  or 6.01(b), respectively, shall  be  deemed  to
satisfy  the requirements of Section 6.01(a) or 6.01(b),  as  the
case may be; and

          promptly  following  any request therefor,  such  other
information  regarding  the  operations,  business  affairs   and
financial  condition  of  the  Borrower  or  any  Subsidiary,  or
compliance  with  the  terms  of  the  Loan  Documents,  as   the
Administrative Agent or any Lender may reasonably request.

     Section 6.02   Notices of Material Events

          The Borrower will furnish to the Administrative Agent
     and each Lender prompt written notice of the following:
          the occurrence of any Default;

          the  filing  or  commencement of any  action,  suit  or
proceeding by or before any arbitrator or Governmental  Authority
against or affecting the Borrower or any Affiliate thereof  that,
if  adversely determined, could in the good faith opinion of  the
Borrower  reasonably be expected to result in a Material  Adverse
Effect;

          the  occurrence  of  any ERISA  Event  that,  alone  or
together  with  any other ERISA Events that have occurred,  could
reasonably be expected to result in liability of the Borrower and
the Subsidiaries in an aggregate amount exceeding $500,000; and

          any   other  development  that  results  in,  or  could
reasonably be expected to result in, a Material Adverse Effect.

Each   notice  delivered  under  this  Section  6.02   shall   be
accompanied  by  a  statement  of a Financial  Officer  or  other
executive  officer of the Borrower setting forth the  details  of
the  event  or development requiring such notice and  any  action
taken or proposed to be taken with respect thereto.
     Section 6.03  Existence; Conduct of Business

          The Borrower will, and will cause each of the
     Subsidiaries to, do or cause to be done all things necessary
     to preserve, renew and keep in full force and effect its
     legal existence and the rights, licenses, permits,
     privileges and franchises material to the conduct of its
     business, provided that the foregoing shall not prohibit any
     merger, consolidation, liquidation or dissolution permitted
     under Section 7.03.
     Section 6.04   Payment of Obligations

          The Borrower will, and will cause each of the
     Subsidiaries to, pay its obligations, including Tax
     liabilities, that, if not paid, could result in a Material
     Adverse Effect before the same shall become delinquent or in
     default, except where (a) the validity or amount thereof is
     being contested in good faith by appropriate proceedings,
     (b) the Borrower or such Subsidiary has set aside on its
     books adequate reserves with respect thereto in accordance
     with GAAP and (c) the failure to make payment pending such
     contest could not reasonably be expected to result in a
     Material Adverse Effect.
     Section 6.05   Maintenance of Properties

            The  Borrower  will,  and  will  cause  each  of  the
     Subsidiaries to, keep and maintain all property material  to
     the  conduct  of  its  business in good  working  order  and
     condition, ordinary wear and tear excepted.
     Section 6.06   Books and Records; Inspection Rights

          The Borrower will, and will cause each of the
     Subsidiaries to, keep, in all material respects, proper
     books of record and account in which full, true and correct
     entries are made of all dealings and transactions in
     relation to its business and activities.  The Borrower will,
     and will cause each of the Subsidiaries to, permit any
     representatives designated by the Administrative Agent or
     any Lender, upon reasonable prior notice, to visit and
     inspect its properties, to examine and make extracts from
     its books and records, and to discuss its affairs, finances
     and condition with its officers and independent accountants,
     all at such reasonable times during normal business hours
     and as often as reasonably requested.  Each Credit Party and
     its agents may enter upon any of the Borrower's or any
     Subsidiary's premises (prior to the occurrence of an Event
     of Default, upon reasonable notice) 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 the Borrower's or such Subsidiary's business.
     Section 6.07   Compliance with Laws

          The Borrower will, and will cause each of the
     Subsidiaries to, comply with all laws, rules, regulations
     and orders of any Governmental Authority applicable to it or
     its property, except where the failure to do so,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect.
     Section 6.08   Use of Proceeds

          The proceeds of the Loans will be used only to finance
     Capital Expenditures and Acquisitions and for working
     capital and general corporate purposes not inconsistent with
     the terms hereof.  No part of the proceeds of any Loan will
     be used, whether directly or indirectly, and whether
     immediately, incidentally or ultimately, to purchase,
     acquire or carry any Margin Stock or for any purpose that
     entails a violation of any of the regulations of the Board,
     including Regulations T, U and X.
     Section 6.09   Notice of Certain Changes

            The Borrower will furnish to the Administrative Agent
     prompt written notice of any change in (i) the legal name of
     any  Loan Party or in any trade name used to identify it  in
     the  conduct  of  its business or in the  ownership  of  its
     properties,  (ii)  the jurisdiction of organization  or  the
     location  of  the chief executive office of any Loan  Party,
     its  principal  place of business, any office  in  which  it
     maintains  its  books  or records,  (iii)  the  identity  or
     organizational  structure of any  Loan  Party  or  (iv)  the
     organizational identification number or the Federal Taxpayer
     Identification Number of any Loan Party.
     Section 6.10   Insurance

          The Borrower will, and will cause each of the
     Subsidiaries to, maintain, with financially sound and
     reputable insurance companies, (i) adequate insurance for
     its insurable properties, all to such extent and against
     such risks, including fire, casualty, business interruption
     and other risks insured against by extended coverage, as is
     customary with companies in the same or similar businesses
     operating in the same or similar locations and (ii) such
     other insurance as is required pursuant to the terms of any
     Security Document.
     Section 6.11   Additional Subsidiaries

          If any Subsidiary organized under the laws of the
     United States of America or any state thereof is formed or
     acquired after the Effective Date, the Borrower will notify
     the Administrative Agent and the Lenders in writing thereof
     within five Business Days after the date on which such
     Subsidiary is formed or acquired and (i) the Borrower will
     cause such Subsidiary to (A) execute and deliver the
     Guarantee Agreement (or otherwise become a party thereto in
     the manner provided therein) and (B) become a party to each
     applicable Security Document in the manner provided therein,
     in each case within five Business Days after the date on
     which such Subsidiary is formed or acquired, and (ii)
     promptly take such actions to create and perfect Liens on
     such Subsidiary's assets to secure the Obligations as the
     Administrative Agent or the Required Lenders shall
     reasonably request and (b) if any equity securities issued
     by any such Subsidiary are owned or held by or on behalf of
     the Borrower or any Subsidiary or any loans, advances or
     other debt is owed or owing by any such Subsidiary to the
     Borrower or any Subsidiary, the Borrower will cause such
     equity securities and promissory notes and other instruments
     evidencing such loans, advances and other debt to be pledged
     pursuant to the Security Agreement within five Business Days
     after the date on which such Subsidiary is formed or
     acquired.
     Section 6.12   Information Regarding Collateral

          The  Borrower will furnish to the Administrative  Agent
prompt written notice of any change in (i) the legal name of  any
Loan  Party,  (ii) the jurisdiction of organization of  any  Loan
Party,  (iii) the location of the chief executive office  of  any
Loan  Party, its principal place of business, any office in which
it  maintains  books or records relating to Collateral  owned  or
held  by  it or on its behalf or any office or facility at  which
Collateral  owned  or  held by it or on  its  behalf  is  located
(including the establishment of any such new office or facility),
(iv)  the identity or organizational structure of any Loan  Party
such  that a filed financing statement becomes misleading or  (v)
the  organizational identification number or the Federal Taxpayer
Identification Number of any Loan Party.  The Borrower shall  not
effect or permit any change referred to in the preceding sentence
unless  all  filings have been made under the Uniform  Commercial
Code   or   otherwise  that  are  required  in  order   for   the
Administrative  Agent  to continue at all  times  following  such
change to have a valid, legal and perfected security interest  in
all  the  Collateral.   The Borrower shall  promptly  notify  the
Administrative Agent if any material portion of the Collateral is
damaged or destroyed.

          Each  year, at the time of delivery of annual financial
statements with respect to the preceding fiscal year pursuant  to
Section 6.01(a), the Borrower shall deliver to the Administrative
Agent  a certificate of a Financial Officer of the Borrower,  (i)
setting forth the information required pursuant to Sections 1, 2,
4, 5 and 6 of the Perfection Certificate or confirming that there
has  been  no  change in such information since the date  of  the
Perfection Certificate or the date of the most recent certificate
delivered pursuant to this Section and (ii) certifying  that  the
Loan  Parties  are  in compliance with all of the  terms  of  the
Security Agreement.

     Section 6.13  Casualty and Condemnation

          The  Borrower will furnish to the Administrative  Agent
and  the  Lenders prompt written notice of any casualty or  other
insured  damage  to  any  portion  of  any  Collateral   or   the
commencement  of any action or proceeding for the taking  of  any
Collateral or any part thereof or interest therein under power of
eminent domain or by condemnation or similar proceeding.

          If  any  event described in Section 6.13(a) results  in
Net   Proceeds  (whether  in  the  form  of  insurance  proceeds,
condemnation  award  or otherwise), the Administrative  Agent  is
authorized to collect such Net Proceeds and, if received  by  the
Borrower or any Subsidiary, such Net Proceeds shall be paid  over
to the Administrative Agent, provided that (i) to the extent that
the  Borrower  or  such Subsidiary intends to use  any  such  Net
Proceeds  to repair, restore, reinvest or replace assets  of  the
Borrower or such Subsidiary as provided in the proviso to Section
2.08(b), the Administrative Agent shall, subject to the provision
of such proviso, deliver such Net Proceeds to the Borrower or the
applicable  Subsidiary, (ii) otherwise, the Administrative  Agent
shall, and the Borrower and the Subsidiaries hereby authorize the
Administrative Agent to, apply such Net Proceeds, to  the  extent
that  they  are  Net Proceeds, to prepay the Loans in  accordance
with Section 2.08 and (iii) all proceeds of business interruption
insurance shall be paid over to the Borrower unless a Default has
occurred and is continuing.

          If  any  Net Proceeds retained by or paid over  to  the
Administrative Agent as provided in Section 6.13(b)  continue  to
be  held by the Administrative Agent on the date that is 365 days
after  the  receipt of such Net Proceeds, then such Net  Proceeds
shall   be   applied  to  prepay  Borrowings   as   provided   in
Section 2.08.

     Section 6.14  Further Assurances

          The  Borrower will, and will cause each Subsidiary  to,
execute  any  and  all  further documents, financing  statements,
agreements  and  instruments, and take all such  further  actions
(including  the  filing  and recording of  financing  statements,
fixture filings, and other documents), that may be required under
any  applicable  law, or which the Administrative  Agent  or  the
Required  Lenders  may  reasonably  request,  to  effectuate  the
transactions  contemplated by the Loan  Documents  or  to  grant,
preserve, protect or perfect the Liens created or intended to  be
created by the Security Documents or the validity or priority  of
any  such Lien, all at the expense of the Borrower.  The Borrower
shall provide to the Administrative Agent, from time to time upon
request,  evidence reasonably satisfactory to the  Administrative
Agent  as to the perfection and priority of the Liens created  or
intended to be created by the Security Documents.

          If  any material assets are acquired by the Borrower or
any  Subsidiary  after  the Effective  Date  (other  than  assets
constituting Collateral under the Security Agreement that  become
subject  to  the Lien of the Security Agreement upon  acquisition
thereof),  the Borrower will notify the Administrative Agent  and
the  Lenders  thereof,  and, if requested by  the  Administrative
Agent  or  the  Required Lenders, the Borrower  will  cause  such
assets  to  be  subjected to a Lien securing the Obligations  and
will  take,  and cause the Subsidiaries to take, such actions  as
shall  be necessary or reasonably requested by the Administrative
Agent   to  grant  and  perfect  such  Liens,  including  actions
described in Section 6.14(a), all at the expense of the Borrower.

          The Administrative Agent, promptly at the direction  of
the Required Lenders by notice to the Administrative Agent, shall
file the Security Agreement (or any other instrument or agreement
of  assignment  that  the  Administrative  Agent  may  reasonably
request) in the United States Patent and Trademark Office and the
United States Copyright Office.


ARTICLE 7   NEGATIVE COVENANTS

          Until  the Revolving Commitments have expired  or  been
terminated and the principal of and interest on each Extension of
Credit, all Reimbursement Obligations, all BA Obligations and all
fees   and   other  amounts  (other  than  contingent   liability
obligations)  payable under the Loan Documents  shall  have  been
paid  in full, the Borrower covenants and agrees with the Lenders
that:
     Section 7.01  Indebtedness

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

              Indebtedness under the Loan Documents;

              Indebtedness  existing on the  Effective  Date  and
    set   forth  in  Schedule  7.01,  including  any  extensions,
    renewals  or  replacements of any such Indebtedness  that  do
    not increase the outstanding principal amount thereof;

              Indebtedness  incurred to finance the  acquisition,
    construction  or improvement of any fixed or capital  assets,
    including  Capital  Lease Obligations  and  any  Indebtedness
    assumed  in  connection  with the  acquisition  of  any  such
    assets  or secured by a Lien on any such assets prior to  the
    acquisition    thereof,   and   extensions,   renewals    and
    replacements  of any such Indebtedness that do  not  increase
    the  outstanding principal amount thereof, provided that  (A)
    such  Indebtedness  is incurred prior to or  within  90  days
    after   such   acquisition   or  the   completion   of   such
    construction  or improvement and (B) the aggregate  principal
    amount  of Indebtedness permitted by this clause (iii)  shall
    not exceed $5,000,000 at any time outstanding;

              Indebtedness   of  any  Person   that   becomes   a
    Subsidiary after the Effective Date, provided that  (A)  such
    Indebtedness  exists  at  the  time  such  Person  becomes  a
    Subsidiary  and  is  not created in contemplation  of  or  in
    connection  with  such Person becoming a Subsidiary  and  (B)
    the  aggregate principal amount of Indebtedness permitted  by
    this  clause  (iv) shall not exceed $3,000,000  at  any  time
    outstanding;

              Indebtedness   of  a  Subsidiary   to   any   other
    Subsidiary and of any Subsidiary to the Borrower; and

              other   unsecured  Indebtedness  in  an   aggregate
    principal  amount  not  exceeding  $2,000,000  at  any   time
    outstanding.

          The  Borrower  will  not, and it will  not  permit  any
Subsidiary to, (i) (A) issue any preferred equity securities that
constitute  Redeemable Securities, (B) issue  any  Capital  Stock
which  is  convertible into Redeemable Securities, (C) grant  any
options,  warrants  or  other rights  to  purchase  or  otherwise
acquire Redeemable Securities or (D) enter into any put or  other
contractual  arrangement which shall provide  to  any  holder  of
Capital  Stock  rights  substantially  similar  to  any  of   the
foregoing,   or  (ii)  be  or become liable  in  respect  of  any
obligation (contingent or otherwise) to purchase, redeem, retire,
acquire  or  make any other payment in respect of any  shares  of
equity  securities  of  the Borrower or  any  Subsidiary  or  any
option,  warrant  or other right to acquire any  such  shares  of
equity securities, except as permitted by Section 7.08.

     Section 7.02  Liens

The  Borrower  will not, and will not permit any  Subsidiary  to,
create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell
any  income or revenues (including accounts receivable) or rights
in respect of any thereof, except:
          Permitted Encumbrances;

          any  Lien  on any property or asset of the Borrower  or
any  Subsidiary existing on the Effective Date and set  forth  in
Schedule 7.02, provided that (i) such Lien shall not apply to any
other  property  or asset of the Borrower or any  Subsidiary  and
(ii)  such  Lien  shall  secure only those obligations  which  it
secures  on  the  date  hereof and any extensions,  renewals  and
replacements  thereof  that  do  not  increase  the   outstanding
principal amount thereof;

          any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing
on  any property or asset of any Person that becomes a Subsidiary
after the Effective Date prior to the time such Person becomes  a
Subsidiary,  provided  that  (i) such  Lien  is  not  created  in
contemplation of or in connection with such acquisition  of  such
Person becoming a Subsidiary, as applicable, (ii) such Lien shall
not  apply to any other property or assets of the Borrower or any
Subsidiary   and  (iii)  such  Lien  shall  secure   only   those
obligations  that it secures on the date of such  acquisition  or
the date such Person becomes a Subsidiary, as applicable, and any
extensions,  renewals  and  replacements  thereof  that  do   not
increase the outstanding principal amount thereof;

          Liens  on fixed or capital assets acquired, constructed
or  improved by the Borrower or any Subsidiary, provided that (i)
such  security interests secure Indebtedness permitted by  clause
(iii)  of Section 7.01(a), (ii) such security interests  and  the
Indebtedness secured thereby are incurred prior to or  within  90
days   after   such  acquisition  or  the  completion   of   such
construction  or  improvement,  (iii)  the  Indebtedness  secured
thereby  does  not exceed the cost of acquiring, constructing  or
improving  such  fixed or capital assets and (iv)  such  security
interests shall not apply to any other property or assets of  the
Borrower or any Subsidiary;

          possessory  Liens in favor of lessees or sublessees  of
property leased or subleased by the Borrower or any Subsidiary to
such Person in the ordinary course of business of the Borrower or
such  Subsidiary, provided that such Liens attach  only  to  such
property and

          Liens created under the Security Documents.

     Section 7.03  Fundamental Changes

          The   Borrower  will  not,  and  will  not  permit  any
Subsidiary  to, merge into or consolidate with any other  Person,
or  permit any other Person to merge into or consolidate with it,
or  sell,  transfer,  lease  or  otherwise  dispose  of  (in  one
transaction  or in a series of transactions) all or substantially
all  of  its  assets, or all or substantially all of  the  equity
securities of any of the Subsidiaries (in each case, whether  now
owned  or  hereafter acquired), or liquidate or dissolve,  except
that,  if at the time thereof and immediately after giving effect
thereto, no Default shall have occurred and be continuing:

              any  Subsidiary may merge into the  Borrower  in  a
    transaction  in  which the Borrower is the surviving  entity,
    and any Subsidiary may merge into any other Subsidiary;

              any  Subsidiary  may merge with  any  Person  in  a
    transaction  that  is not permitted by  clause  (i)  of  this
    Section  7.03(a), provided that such merger is  permitted  by
    Section  7.04  or  7.05,  as applicable,  and  the  surviving
    entity  of  such  merger  complies  with  the  provisions  of
    Section 6.11;

              any   Subsidiary  may  sell,  transfer,  lease   or
    otherwise  dispose of its assets to the Borrower  or  to  any
    other Subsidiary; and

              any   Subsidiary  may  sell,  transfer,  lease   or
    otherwise dispose of its assets in a transaction that is  not
    permitted  by clause (iii) of this Section 7.03(a),  provided
    that  such sale, transfer, lease or other disposition is also
    permitted by Section 7.05.

          The  Borrower will not, and will not permit any of  the
Subsidiaries  to, engage to any material extent in  any  business
other  than businesses of the type conducted by the Borrower  and
the  Subsidiaries  on  the  Effective  Date  and  businesses   or
activities  that are substantially similar, related or incidental
thereto.

     Section 7.04   Investments, Loans, Advances, Guarantees  and
Acquisitions

          The Borrower will not, and will not permit any of the
     Subsidiaries to, purchase, hold or acquire (including
     pursuant to any merger) any Capital Stock, evidences of
     Indebtedness or other securities (including any option,
     warrant or other right to acquire any of the foregoing) of,
     make or permit to exist any loans or advances to, Guarantee
     any obligations of, or make or permit to exist any
     investment or any other interest in, any other Person, or
     purchase or otherwise acquire (in one transaction or a
     series of transactions (including pursuant to any merger))
     any assets of any other Person constituting a business unit,
     or purchase, hold or acquire any "derivative" (other than a
     Hedging Agreement permitted by Section 7.07), except:
                Permitted Investments;

                investments  existing on the Effective  Date  and
     set forth in Schedule 7.04;

                investments  made by the Borrower in  the  equity
     securities  of  the  Subsidiaries; provided  that  any  such
     equity   securities  owned  by  the  Borrower  shall  become
     Pledged Equity pursuant to the Security Agreement;

                investments  made by a Subsidiary in  the  equity
     securities of any other Subsidiary; provided that  any  such
     equity  securities  owned  by such Subsidiary  shall  become
     Pledged Equity pursuant to the Security Agreement;

                loans  or advances made by any Subsidiary to  any
     other  Subsidiary;  provided that  (i)  any  such  loans  or
     advances constituting Pledged Debt shall be evidenced  by  a
     promissory  note  which  shall be pledged  pursuant  to  the
     Security  Agreement  and (ii) the aggregate  amount  of  all
     loans  and  advances made by the Borrower and  the  Domestic
     Subsidiaries  to all Subsidiaries that are  not  a  Domestic
     Subsidiary   shall  not  exceed  $3,000,000  at   any   time
     outstanding;

                loans  or  advances made by the Borrower  to  any
     Subsidiary;  provided that (i) any such  loans  or  advances
     constituting   Pledged  Debt  shall  be   evidenced   by   a
     promissory  note  which  shall be pledged  pursuant  to  the
     Security  Agreement  and (ii) the aggregate  amount  of  all
     loans  and  advances made by the Borrower and  the  Domestic
     Subsidiaries  to all Subsidiaries that are  not  a  Domestic
     Subsidiary   shall  not  exceed  $3,000,000  at   any   time
     outstanding;

                acquisitions  made  by any  Subsidiary  from  any
     other Subsidiary;

                acquisitions  made  by  the  Borrower  from   any
     Subsidiary;

                Permitted  Acquisitions by the  Borrower  or  any
     Subsidiary; provided that the Borrower shall have  delivered
     to  the  Administrative Agent and the Lenders not less  than
     10  Business  Days  prior to the consummation  of  any  such
     Permitted  Acquisition a certificate of a Financial  Officer
     of  the  Borrower in form and substance satisfactory to  the
     Administrative  Agent  and the Required  Lenders  evidencing
     projected pro forma compliance with Sections 7.12, 7.13  and
     7.14  after giving effect to such Permitted Acquisition  for
     the  period  from the date of such Permitted Acquisition  to
     the Revolving Maturity Date;

                Indebtedness permitted to be incurred pursuant to
     Section 7.01(a);

                investments   made  by  the   Borrower   or   any
     Subsidiary  in  any new Subsidiary of the  Borrower  or  any
     Subsidiary  (including, without limitation, a new Subsidiary
     acquired   in  connection  with  a  Permitted  Acquisition);
     provided,  that  after giving effect to such investment  the
     aggregate  stockholders' equity of all  direct  or  indirect
     non-wholly-owned  Subsidiaries  of  the  Borrower   is   not
     greater  than  10% of the Consolidated stockholders'  equity
     of  the  Borrower determined in accordance with  GAAP  on  a
     basis  consistent  with the financial  statements  delivered
     pursuant to Section 6.01(a);

                other  investments in an aggregate amount not  to
     exceed $500,000.

     Section 7.05  Asset Sales

          The Borrower will not, and will not permit any of the
     Subsidiaries to, sell, transfer, lease or otherwise dispose
     (including pursuant to a merger) of any asset, including any
     equity securities, nor will the Borrower permit any of the
     Subsidiaries to issue any additional shares of its equity
     securities, except:
                sales,   transfers  and  other  dispositions   of
     inventory, used or surplus equipment, intellectual  property
     and  Permitted  Investments, in each case  in  the  ordinary
     course of business;

                sales,  transfers, leases and other  dispositions
     made by any Subsidiary to any other Subsidiary; and

                sales,  transfers, leases and other  dispositions
     made by the Borrower to any Subsidiary.

     Section 7.06  Sale and Lease-Back Transactions

          The Borrower will not, and will not permit any of the
     Subsidiaries to, enter into any arrangement, directly or
     indirectly, with any Person whereby it shall sell or
     transfer any property, real or personal, used or useful in
     its business, whether now owned or hereafter acquired, and
     thereafter rent or lease such property or other property
     that it intends to use for substantially the same purpose or
     purposes as the property being sold or transferred.
     Section 7.07  Hedging Agreements

          The Borrower will not, and will not permit any of the
     Subsidiaries to, enter into any Hedging Agreement, other
     than Hedging Agreements entered into in the ordinary course
     of business to hedge or mitigate risks to which the Borrower
     or any Subsidiary is exposed in the conduct of its business
     or the management of its liabilities.
     Section 7.08   Restricted Payments

                 The  Borrower will not, and will not permit  any
     of the Subsidiaries to, declare or make, or agree to pay for
     or  make,  directly  or indirectly, any Restricted  Payment,
     except  that  (a)  the  Borrower may  (i)  declare  and  pay
     dividends with respect to its equity securities payable  (1)
     in additional shares of its equity securities or (2) in cash
     and  (ii)  repurchase  shares of its common  stock  in  open
     market  transactions; provided that, (x) after giving effect
     to  any  such payment of dividends or repurchase  of  common
     stock, the Fixed Charge Coverage Ratio, calculated on a  pro
     forma  basis  as if such dividends or stock repurchases  had
     been  made on the last day of the most recently ended fiscal
     quarter  of the Borrower, shall not be less than the  amount
     set  forth  in  Section  7.13 with respect  to  such  fiscal
     quarter  and  (y)  before and after giving  effect  to  such
     dividends  or  repurchase no Default shall exist  or  result
     therefrom  and  (b)  any  Subsidiary  may  declare  and  pay
     dividends to the Borrower or any other Subsidiary.
     Section 7.09  Transactions with Affiliates

          The Borrower will not, and will not permit any of the
     Subsidiaries to, sell, transfer, lease or otherwise dispose
     (including pursuant to a merger) any property or assets to,
     or purchase, lease or otherwise acquire (including pursuant
     to a merger) any property or assets from, or otherwise
     engage in any other transactions with, any of its
     Affiliates, except at prices and on terms and conditions not
     less favorable to the Borrower or such Subsidiary than could
     be obtained on an arms-length basis from unrelated third
     parties, provided that this Section shall not apply to any
     transaction that is permitted under Sections 7.01, 7.03,
     7.04, 7.05 or 7.08 between or among the Loan Parties and not
     involving any other Affiliate.
     Section 7.10  Restrictive Agreements

          The Borrower will not, and will not permit any of the
     Subsidiaries to, directly or indirectly, enter into, incur
     or permit to exist any agreement or other arrangement that
     prohibits, restricts or imposes any condition upon (a) the
     ability of the Borrower or any Subsidiary to create, incur
     or permit to exist any Lien upon any of its property or
     assets or (b) the ability of any Subsidiary to pay dividends
     or other distributions with respect to any shares of its
     equity securities or to make or repay loans or advances to
     the Borrower or any other Subsidiary or to Guarantee
     Indebtedness of the Borrower or any other Subsidiary,
     provided that (i) the foregoing shall not apply to
     restrictions and conditions imposed by law or by this
     Agreement, (ii) the foregoing shall not apply to
     restrictions and conditions existing on the Effective Date
     identified on Schedule 7.10 (but shall apply to any
     extension or renewal of, or any amendment or modification
     expanding the scope of, any such restriction or condition),
     (iii) the foregoing shall not apply to customary
     restrictions and conditions contained in agreements relating
     to the sale of a Subsidiary pending such sale, provided that
     such restrictions and conditions apply only to the
     Subsidiary that is to be sold and such sale is permitted
     hereunder, (iv) clause (a) of this Section 7.10 shall not
     apply to restrictions or conditions imposed by any agreement
     relating to secured Indebtedness permitted by this Agreement
     if such restrictions or conditions apply only to the
     property or assets securing such Indebtedness and (v) clause
     (a) of this Section 7.10 shall not apply to customary
     provisions in leases restricting the assignment thereof.
     Section 7.11  Amendment of Material Documents

          The Borrower will not, and will not permit any
     Subsidiary to, amend, modify or waive any of its rights
     under its certificate of incorporation, by-laws or other
     organizational documents, other than immaterial amendments,
     modifications or waivers that would not reasonably be
     expected to adversely affect the Credit Parties.
     Section 7.12  Leverage Ratio

          The Borrower will not permit the Leverage Ratio at any
     time to be greater than 3.00 to 1.00.
     Section 7.13  Fixed Charge Coverage Ratio

            The   Borrower  will  not  permit  the  Fixed  Charge
     Coverage  Ratio as of the end of any fiscal  quarter  to  be
     less than 1.20 to 1.00.
     Section 7.14  Net Worth

            The  Borrower will not permit Consolidated Net  Worth
     at  any  time  to  be  less than  the  sum  of  (i)  85%  of
     Consolidated  Net  Worth  as  set  forth  on  the  financial
     statements  referred to in clause (ii) of  Section  4.04(a),
     (ii)  50%  of  the Borrower's Consolidated  net  income  (if
     positive) for each fiscal quarter commencing April  1,  2004
     to  such date of determination and (iii) 75% of any increase
     to Consolidated Net Worth resulting from any equity issuance
     by the Borrower or any of its Subsidiaries.
     Section 7.15  Prepayments of Indebtedness

          The Borrower will not, and shall not permit any
     Subsidiary to, pay or obligate itself to prepay any
     Indebtedness (other than Indebtedness under the Loan
     Documents).

ARTICLE 8   EVENTS OF DEFAULT

     Section 8.01 Events of Default

            Each of the  following  events  shall  constitute  an
                      "Event of Default":
          the Borrower shall fail (i) to pay any principal of any
Loan  or  in  respect of any BA Obligation or  any  Reimbursement
Obligation  when  and as the same shall become due  and  payable,
whether at the due date thereof or at a date fixed for prepayment
thereof  or  otherwise  or (ii) make any deposit  into  the  Cash
Collateral Account when required hereby; or

          the  Borrower  shall fail to pay any  interest  on  any
Extension  of  Credit or any fee, commission or any other  amount
(other  than an amount referred to in clause (a) of this  Section
8.01) payable under any Loan Document, when and as the same shall
become   due  and  payable,  and  such  failure  shall   continue
unremedied for a period of three Business Days; or

          any  representation or warranty made or deemed made  by
or  on behalf of any Loan Party in or in connection with any Loan
Document  or  any  amendment or modification  thereof  or  waiver
thereunder, or in any report, certificate, financial statement or
other  document furnished pursuant to or in connection  with  any
Loan  Document or any amendment or modification thereof or waiver
thereunder,  shall prove to have been incorrect in  any  material
respect when made or deemed made; or

          the  Borrower  shall  fail to observe  or  perform  any
covenant,  condition  or agreement contained  in  Sections  6.02,
6.03, 6.08, 6.11, 6.12, 6.13 or 6.14 or in Article 7; or

          any  Loan  Party shall fail to observe or  perform  any
covenant,  condition or agreement contained in any Loan  Document
to  which  it is a party (other than those specified  in  clauses
(a),  (b)  or  (d) of this Section 8.01), and such failure  shall
continue unremedied for a period of 30 days after such Loan Party
shall have obtained knowledge thereof; or

          the  Borrower or any Subsidiary shall fail to make  any
payment  (whether  of  principal or interest  and  regardless  of
amount) in respect of any Material Indebtedness, when and as  the
same  shall  become due and payable (after giving effect  to  any
applicable grace period); or

          any  event  or  condition occurs that  results  in  any
Material   Indebtedness  becoming  due  prior  to  its  scheduled
maturity or that enables or permits the holder or holders of  any
Material  Indebtedness or any trustee or agent on  its  or  their
behalf  to cause any Material Indebtedness to become due,  or  to
require  the  prepayment,  repurchase, redemption  or  defeasance
thereof,  prior  to  its scheduled maturity, provided  that  this
clause  (g) shall not apply to secured Indebtedness that  becomes
due  solely as a result of the voluntary sale or transfer of  the
property or assets securing such Indebtedness; or

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

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

          the  Borrower  or  any Guarantor shall  become  unable,
admit in writing its inability or fail generally to pay its debts
as they become due; or

          one  or more judgments for the payment of money  in  an
aggregate  amount  in  excess  of $1,000,000  shall  be  rendered
against  the Borrower or any Guarantor or any combination thereof
and  the  same shall remain undischarged, unvacated, unbonded  or
unstayed  for  a  period  of  60 consecutive  days  during  which
execution shall not be effectively stayed, or any action shall be
legally  taken by a judgment creditor to attach or levy upon  any
assets  of  the  Borrower or any Guarantor to  enforce  any  such
judgment; or

          an  ERISA  Event  shall  have  occurred  that,  in  the
judgment of the Required Lenders reasonably exercised, when taken
together  with  all other ERISA Events that have occurred,  could
reasonably be expected to result in a Material Adverse Effect; or

            any Loan Document shall cease, for any reason, to  be
in  full  force and effect, or any Loan Party shall so assert  in
writing or shall disavow any of its obligations thereunder; or

          any  Lien  purported to be created under  any  Security
Document  shall  cease to be, or shall be asserted  by  any  Loan
Party  not  to be, a valid and perfected Lien on any  Collateral,
with  the  priority required by the applicable Security Document;
or

          a Change in Control shall occur.

     Section 8.02  Contract Remedies

            Upon the occurrence of an Event of Default or at  any
                      time   thereafter  during  the  continuance
                      thereof,
          in the case of an Event of Default specified in Section
8.01(h)  or  8.01(i),  without  declaration  or  notice  to   the
Borrower,  the  Revolving Commitments (including  the  Letter  of
Credit  Commitment  and the Bankers Acceptance Commitment)  shall
immediately  and  automatically terminate,  and  the  Loans,  all
accrued  and unpaid interest thereon and all other amounts  owing
under  the  Loan  Documents  shall  immediately  become  due  and
payable, and

          in  all other cases, upon the direction of the Required
Lenders,  the  Administrative  Agent  shall,  by  notice  to  the
Borrower, declare all of the Revolving Commitments (including the
Letter   of   Credit   Commitment  and  the  Bankers   Acceptance
Commitment) to be terminated forthwith, whereupon such  Revolving
Commitments  (including the Letter of Credit Commitment  and  the
Bankers  Acceptance Commitment) shall immediately  terminate,  or
declare  the  Loans, all accrued and unpaid interest thereon  and
all  other amounts owing under the Loan Documents to be  due  and
payable  forthwith,  whereupon the same shall immediately  become
due and payable.

In the event that the Loans, all accrued and unpaid interest
thereon and all other amounts owing under the Loan Documents
shall have been declared due and payable pursuant to the
provisions of this Section 8.02, (i) the Administrative Agent (A)
upon the direction of the Required Lenders, shall proceed to
enforce the rights of the holders of the Notes, the BA
Obligations and the Reimbursement Obligations by suit in equity,
action at law and/or other appropriate proceedings, whether for
payment or the specific performance of any covenant or agreement
contained in the Loan Documents and (B) may exercise any and all
rights and remedies provided to the Administrative Agent by the
Loan Documents and (ii) the Borrower shall deposit in the Cash
Collateral Account Cash Collateral in an amount equal to the sum
of (x) the Bankers Acceptance Exposure and (y) the Letter of
Credit Exposure after giving effect to all payments required
under this Section 8.02.  Except as otherwise expressly provided
in the Loan Documents, the Borrower expressly waives presentment,
demand, protest and all other notices of any kind in connection
with the Loan Documents.  The Borrower hereby further expressly
waives and covenants not to assert any appraisement, valuation,
stay, extension, redemption or similar laws, now or at any time
hereafter in force which might delay, prevent or otherwise impede
the performance or enforcement of any Loan Document.

ARTICLE 9  THE ADMINISTRATIVE AGENT

          Each  Credit  Party  hereby  irrevocably  appoints  the
Administrative   Agent   as   its  agent   and   authorizes   the
Administrative Agent to take such actions on its  behalf  and  to
exercise such powers as are delegated to the Administrative Agent
by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.
          The   Person   serving  as  the  Administrative   Agent
hereunder  shall have the same rights and powers in its  capacity
as  a  Lender  as any other Lender and may exercise the  same  as
though it were not the Administrative Agent, and such Person  and
its  Affiliates  may  accept deposits from,  lend  money  to  and
generally engage in any kind of business with the Borrower or any
Subsidiary  or  other Affiliate thereof as if  it  were  not  the
Administrative Agent hereunder.
          The  Administrative Agent shall not have any duties  or
obligations  except  those expressly set forth  herein.   Without
limiting  the generality of the foregoing, (a) the Administrative
Agent  shall  not  be subject to any fiduciary or  other  implied
duties,  regardless  of whether a Default  has  occurred  and  is
continuing, (b) the Administrative Agent shall not have any  duty
to  take  any  discretionary action or exercise any discretionary
powers,   except   discretionary  rights  and  powers   expressly
contemplated by the Loan Documents that the Administrative  Agent
is  required  to exercise in writing by the Required Lenders  (or
such other number or percentage of the Credit Parties as shall be
necessary under the circumstances as provided in Section  10.02),
and  (c) except as expressly set forth herein, the Administrative
Agent  shall  not  have any duty to disclose, and  shall  not  be
liable  for the failure to disclose, any information relating  to
the  Borrower,  any of the Subsidiaries or any other  Loan  Party
that  is  communicated to or obtained by the  Person  serving  as
Administrative  Agent or any of its Affiliates in  any  capacity.
The Administrative Agent shall not be liable for any action taken
or  not  taken  by it with the consent or at the request  of  the
Required  Lenders  (or  such other number or  percentage  of  the
Credit  Parties as shall be necessary under the circumstances  as
provided  in  Section 10.02) or in the absence of its  own  gross
negligence or willful misconduct.  The Administrative Agent shall
be  deemed not to have knowledge of any Default unless and  until
written  notice thereof is given to the Administrative  Agent  by
the  Borrower or a Credit Party (and, promptly after its  receipt
of  any  such  notice, it shall give each Credit  Party  and  the
Borrower notice thereof), and the Administrative Agent shall  not
be  responsible for or have any duty to ascertain or inquire into
(i)  any  statement, warranty or representation  made  in  or  in
connection  with  any  Loan Document, (ii) the  contents  of  any
certificate, report or other document delivered thereunder or  in
connection therewith, (iii) the performance or observance of  any
of  the  covenants, agreements or other terms or  conditions  set
forth  therein, (iv) the validity, enforceability,  effectiveness
or  genuineness  thereof  or any other agreement,  instrument  or
other document or (v) the satisfaction of any condition set forth
in  Article 5 or elsewhere herein, other than to confirm  receipt
of items expressly required to be delivered to the Administrative
Agent.
          The  Administrative  Agent shall be  entitled  to  rely
upon,  and  shall not incur any liability for relying  upon,  any
notice,  request,  certificate, consent,  statement,  instrument,
document  or  other writing believed by it to be genuine  and  to
have   been   signed   or  sent  by  the  proper   Person.    The
Administrative Agent also may rely upon any statement made to  it
orally  or  by  telephone and believed by it to be  made  by  the
proper  Person,  and  shall not incur any liability  for  relying
thereon.  The Administrative Agent may consult with legal counsel
(who  may be counsel for the Borrower; provided such counsel  has
not  been  retained  by  the Administrative  Agent),  independent
accountants  and other experts selected by it, and shall  not  be
liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.
          The  Administrative Agent may perform any and  all  its
duties  and exercise its rights and powers by or through any  one
or   more  sub-agents  appointed  by  the  Administrative  Agent,
provided that no such delegation shall serve as a release of  the
Administrative Agent or waiver by the Borrower or the Borrower of
any rights hereunder.  The Administrative Agent and any such sub-
agent  may perform any and all its duties and exercise its rights
and   powers  through  their  respective  Related  Parties.   The
exculpatory provisions of the preceding paragraphs shall apply to
any   such   sub-agent  and  to  the  Related  Parties   of   the
Administrative Agent and any such sub-agent, and shall  apply  to
their respective activities in connection with the syndication of
the  credit  facilities provided for herein as well as activities
as Administrative Agent.
          Subject  to  the  appointment  and  acceptance   of   a
successor Administrative Agent as provided in this paragraph, the
Administrative  Agent  may resign at any time  by  notifying  the
Credit Parties and the Borrower.  Upon any such resignation,  the
Required Lenders shall have the right, with the approval  of  the
Borrower (provided that such approval shall not be required if  a
Default  has occurred and is continuing), to appoint a successor.
If  no  successor  shall have been so appointed by  the  Required
Lenders  and shall have accepted such appointment within 30  days
after  the  retiring  Administrative Agent gives  notice  of  its
resignation,  then  the  retiring Administrative  Agent  may,  on
behalf  of the Credit Parties, appoint a successor Administrative
Agent which shall be a bank with an office in New York, New York,
or  an  Affiliate of any such bank.  Upon the acceptance  of  its
appointment  as  Administrative Agent hereunder by  a  successor,
such  successor shall succeed to and become vested with  all  the
rights,   powers,   privileges  and  duties   of   the   retiring
Administrative Agent, and the retiring Administrative Agent shall
be  discharged  from its duties and obligations  hereunder.   The
fees  payable by the Borrower to a successor Administrative Agent
shall  be  the  same  as those payable to its predecessor  unless
otherwise agreed between the Borrower and such successor.   After
the  Administrative Agent's resignation hereunder, the provisions
of  this Article 9 and Section 10.03 shall continue in effect for
the benefit of such retiring Administrative Agent, its sub-agents
and  their  respective Related Parties in respect of any  actions
taken  or omitted to be taken by any of them while it was  acting
as Administrative Agent.
          Each   Credit   Party   acknowledges   that   it   has,
independently and without reliance upon the Administrative  Agent
or  any  other  Credit  Party and based  on  such  documents  and
information  as  it has deemed appropriate, made its  own  credit
analysis and decision to enter into this Agreement.  Each  Credit
Party  also acknowledges that it will, independently and  without
reliance upon the Administrative Agent or any other Credit  Party
and based on such documents and information as it shall from time
to  time deem appropriate, continue to make its own decisions  in
taking  or  not  taking  action under  or  based  upon  any  Loan
Document,   any  related  agreement  or  any  document  furnished
thereunder.

ARTICLE 10   MISCELLANEOUS

     Section 10.01  Notices

          Except  in the case of notices and other communications
expressly  permitted to be given by telephone,  all  notices  and
other communications provided for herein shall be in writing  and
shall  be delivered by hand or overnight courier service,  mailed
by certified or registered mail or sent by telecopy, as follows:
          if  to  the  Borrower,  to it at  One  Merrick  Avenue,
Westbury,  New  York  11590, Attention: Chief  Financial  Officer
(Telephone No. (516) 683-6000; Telecopy No. (516) 450-1017);

          if  to  the  Administrative Agent, to it  at  One  Wall
Street,  New  York, New York 10286, Attention of:  Tony  Pinella,
Agency  Administrative Function (Telephone  No.  (212)  635-4698;
Telecopy  No. (212) 635-6365, 6366 or 6367; with a  copy  to  The
Bank  of New York, at 1401 Franklin Avenue, Garden City, New York
11530, Attention of:  Edward P. Nallan (Telephone No. (516)  294-
2269; Telecopy No. (516) 294-2055);

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

Any  party  hereto may change its address or telecopy number  for
notices and other communications hereunder by notice to the other
parties  hereto.  All notices and other communications  given  to
any  party  hereto  in  accordance with the  provisions  of  this
Agreement  shall  be deemed to have been given  on  the  date  of
receipt.
     Section 10.02  Waivers; Amendments

          No  failure  or delay by any Credit Party in exercising
any  right  or power under any Loan Document shall operate  as  a
waiver  thereof, nor shall any single or partial exercise of  any
such  right  or  power, or any abandonment or  discontinuance  of
steps  to  enforce such a right or power, preclude any  other  or
further  exercise thereof or the exercise of any other  right  or
power.   The rights and remedies of the Credit Parties under  the
Loan Documents are cumulative and are not exclusive of any rights
or  remedies  that they would otherwise have.  No waiver  of  any
provision of any Loan Document or consent to any departure by any
Loan  Party therefrom shall in any event be effective unless  the
same  shall be permitted by paragraph (b) of this Section  10.02,
and  then such waiver or consent shall be effective only  in  the
specific  instance and for the purpose for which given.   Without
limiting  the generality of the foregoing, the making of  a  Loan
shall not be construed as a waiver of any Default, regardless  of
whether any Credit Party may have had notice or knowledge of such
Default at the time.

          Neither this Agreement nor any provision hereof may  be
waived,  amended or modified except pursuant to an  agreement  or
agreements  in  writing  entered into by  the  Borrower  and  the
Required Lenders or by the Borrower and the Administrative  Agent
with  the consent of the Required Lenders, provided that no  such
agreement  shall  (i) increase the Revolving  Commitment  of  any
Lender  without the written consent of such Lender,  (ii)  reduce
the  principal amount of any Extension of Credit, or  reduce  the
rate  of  interest thereon, or reduce any fees or  other  amounts
payable  under  the Loan Documents, or reduce the amount  of  any
scheduled  reduction  of  any Revolving Commitment,  without  the
written  consent  of  each Credit Party affected  thereby,  (iii)
postpone the scheduled date of payment of the principal amount of
any,  or any interest thereon (except in connection with a waiver
of  the  applicability of any post-default increase  in  interest
rates),  or  any  fees or other amounts payable  under  the  Loan
Documents,  or  reduce the amount of, waive or  excuse  any  such
payment,   or  postpone  the  scheduled  date  of  reduction   or
expiration of any Commitment, without the written consent of each
Credit  Party affected thereby, (iv) change any provision  hereof
in  a  manner  that would alter the pro rata sharing of  payments
required  by  any Loan Document, without the written  consent  of
each  Credit  Party,  (v) change any of the  provisions  of  this
Section 10.02(b) or the definition of "Required Lenders"  or  any
other  provision  hereof specifying the number or  percentage  of
Lenders  required to waive, amend or modify any rights  hereunder
or make any determination or grant any consent hereunder, without
the  written  consent of each Lender, (vi) release any  Guarantor
from  its  Guarantee  under the Guarantee  Agreement  (except  as
expressly  provided  in the Guarantee Agreement),  or  limit  its
liability  in  respect  of such Guarantee,  without  the  written
consent  of each Lender or (vii) release of any of the Collateral
from  the  Liens  of  the  Loan Documents  (except  as  expressly
provided in the Security Agreement), without the consent of  each
Lender,  and  provided,  further, that no  such  agreement  shall
amend,  modify  or otherwise affect the rights or duties  of  the
Administrative Agent, the Swing Line Lender, the BA Issuer or the
Issuer  hereunder  without  the  prior  written  consent  of  the
Administrative Agent, the Swing Line Lender, the BA Issuer or the
Issuer, as the case may be.

     Section 10.03  Expenses; Indemnity; Damage Waiver

          The Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by the Administrative Agent and its Affiliates,
including  the  reasonable  fees, charges  and  disbursements  of
counsel  for  the  Administrative Agent, in connection  with  the
syndication  of  the credit facilities provided for  herein,  the
preparation   and  administration  of  this  Agreement   or   any
amendments,  modifications or waivers of the  provisions  of  any
Loan  Document  (whether  or  not the  transactions  contemplated
thereby   shall   be   consummated)  and  (ii)   all   reasonable
out-of-pocket expenses (other than Taxes) incurred by any  Credit
Party,  including  the  fees, charges and  disbursements  of  any
counsel (including any in-house counsel, whether or not on an out-
of-pocket  basis)  for any Credit Party, in connection  with  the
enforcement  or protection of its rights in connection  with  the
Loan Documents, including its rights under this Section 10.03, or
in  connection with the Loans made hereunder, including all  such
out-of-pocket expenses incurred during any workout, restructuring
or negotiations in respect of such Loans.

          The Borrower shall indemnify each Credit Party and each
Related   Party  thereof  (each  such  Person  being  called   an
"Indemnitee")  against, and hold each Indemnitee  harmless  from,
any  and  all  losses, claims, damages, liabilities  and  related
expenses,  including the fees, charges and disbursements  of  any
counsel  for any indemnitee, incurred by or asserted against  any
Indemnitee arising out of, in connection with, or as a result  of
(i)  the  execution  or  delivery of any  Loan  Document  or  any
agreement or instrument contemplated thereby, the performance  by
the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or  any  other
transactions contemplated thereby, (ii) any Loan or  the  use  of
the proceeds, (iii) any actual or alleged presence or release  of
Hazardous Materials on or from any property owned or operated  by
the  Borrower  or  any of the Subsidiaries, or any  Environmental
Liability  related  in  any way to the Borrower  or  any  of  the
Subsidiaries or (iv) any actual or prospective claim, litigation,
investigation  or  proceeding relating to any of  the  foregoing,
whether  based  on  contract,  tort  or  any  other  theory   and
regardless of whether any Indemnitee is a party thereto, provided
that such indemnity shall not, as to any Indemnitee, be available
to  the extent that such losses, claims, damages, liabilities  or
related   expenses  are  determined  by  a  court  of   competent
jurisdiction by final and nonappealable judgment to have resulted
from   the  gross  negligence  or  willful  misconduct  of   such
Indemnitee or that such indemnity relates to Taxes.

          To the extent that the Borrower fails to pay any amount
required  to  be  paid  by it to the Administrative  Agent  under
paragraphs  (a)  or  (b)  of  this  Section  10.03,  each  Lender
severally  agrees to pay to the Administrative  Agent  an  amount
equal  to  the  product  of such unpaid amount  multiplied  by  a
fraction,  the  numerator of which is the sum  of  such  Lender's
Revolving Commitment and the denominator of which is the  sum  of
the  total  of all Lenders' Revolving Commitments (in  each  case
determined  as  of  the  time  that the  applicable  unreimbursed
expense  or  indemnity  payment is  sought),  provided  that  the
unreimbursed   expense  or  indemnified  loss,   claim,   damage,
liability or related expense, as applicable, was incurred  by  or
asserted  against  the Administrative Agent in  its  capacity  as
such.

          To the extent permitted by applicable law, the Borrower
shall  not  assert,  and  hereby waives, any  claim  against  any
Indemnitee,  on  any theory of liability, for special,  indirect,
consequential or punitive damages (as opposed to direct or actual
damages)  arising out of, in connection with, or as a result  of,
any  Loan Document or any agreement, instrument or other document
contemplated thereby, the Transactions or any Loan or the use  of
the proceeds thereof.

          All  amounts  due  under this Section  10.03  shall  be
payable  promptly  but in no event later than thirty  days  after
written demand therefor.

     Section 10.04  Successors and Assigns

          The  provisions of this Agreement shall be binding upon
and  inure  to  the  benefit  of the  parties  hereto  and  their
respective  successors and assigns permitted hereby, except  that
the  Borrower  may not assign or otherwise transfer  any  of  its
rights or obligations hereunder without the prior written consent
of each Credit Party (and any attempted assignment or transfer by
the  Borrower  without  such consent shall  be  null  and  void).
Nothing  in  this  Agreement,  expressed  or  implied,  shall  be
construed  to  confer  upon any Person (other  than  the  parties
hereto, their respective successors and assigns permitted  hereby
and,  to  the  extent expressly contemplated hereby, the  Related
Parties  of  each  Credit Party) any legal  or  equitable  right,
remedy or claim under or by reason of any Loan Document.

          Any Lender may assign to one or more assignees all or a
portion  of  its  rights  and obligations  under  this  Agreement
(including all or a portion of its Revolving Commitment  and  the
Loans  at the time owing to it), provided that (i) except in  the
case  of an assignment to a Lender or an Affiliate or an Approved
Fund  of  a  Lender, each of the Borrower and the  Administrative
Agent  must  give  its prior written consent to  such  assignment
(such  consents shall not be unreasonably withheld  or  delayed),
(ii)  except  in  the case of an assignment to  a  Lender  or  an
Affiliate or an Approved Fund of a Lender or an assignment of the
entire  remaining  amount  of  the assigning  Lender's  Revolving
Commitment,  the  amount  of  the  Revolving  Commitment  of  the
assigning  Lender subject to each such assignment (determined  as
of  the  date the Assignment and Acceptance with respect to  such
assignment is delivered to the Administrative Agent) shall not be
less  than  $5,000,000 unless the Borrower and the Administrative
Agent  otherwise  consent, (iii) the parties to  each  assignment
shall  execute  and  deliver  to  the  Administrative  Agent   an
Assignment and Acceptance together with, unless otherwise  agreed
by  the Administrative Agent, a processing and recordation fee of
$3,500, and (iv) the assignee, if it shall not be a Lender, shall
deliver   to   the   Administrative   Agent   an   Administrative
Questionnaire,  and  provided further, that any  consent  of  the
Borrower  otherwise required under this paragraph  shall  not  be
required if a Default has occurred and is continuing.  Subject to
acceptance  and  recording thereof pursuant to paragraph  (d)  of
this  Section 10.04, from and after the effective date  specified
in  each Assignment and Acceptance, the assignee thereunder shall
be  a party hereto and, to the extent of the interest assigned by
such  Assignment and Acceptance, have the rights and  obligations
of  a  Lender under the Loan Documents, and the assigning  Lender
thereunder shall, to the extent of the interest assigned by  such
Assignment and Acceptance, be released from its obligations under
the  Loan  Documents  (and,  in the case  of  an  Assignment  and
Acceptance  covering  all of the assigning  Lender's  rights  and
obligations under the Loan Documents, such Lender shall cease  to
be  a  party  hereto  but shall continue to be  entitled  to  the
benefits of Sections 3.05, 3.06, 3.07 and 10.03).  Any assignment
or  transfer by a Lender of rights or obligations under the  Loan
Documents  that  does  not comply with this  paragraph  shall  be
treated  for  purposes of the Loan Documents as a  sale  by  such
Lender  of  a  participation in such rights  and  obligations  in
accordance   with   paragraph  (e)   of   this   Section   10.04.
Notwithstanding  anything  to the contrary,  an  assignee  Lender
shall  not  be  entitled  to receive any  greater  payment  under
Sections  3.05 or 3.07 than the assigning Lender would have  been
entitled  to  receive  with respect to the interest  so  assigned
unless  the  assignment  of  such  interest  is  made  with   the
Borrower's prior written consent

          The Administrative Agent, acting for this purpose as an
agent  of  the Borrower, shall maintain at one of its offices  in
New  York City a copy of each Assignment and Acceptance delivered
to  it  and  a  register for the recordation  of  the  names  and
addresses  of  the Lenders, and the Commitment of, and  principal
amount  of the Revolving Loans owing to, each Lender pursuant  to
the terms hereof from time to time (the "Register").  The entries
in  the  Register shall be conclusive absent clearly demonstrable
error,  and  the  Borrower and each Credit Party may  treat  each
Person  whose  name is recorded in the Register pursuant  to  the
terms  hereof  as  a Lender hereunder for all  purposes  of  this
Agreement, notwithstanding notice to the contrary.  The  Register
shall  be available for inspection by the Borrower and any Credit
Party,  at  any  reasonable  time and  from  time  to  time  upon
reasonable prior notice.

          Upon  its  receipt of a duly completed  Assignment  and
Acceptance  executed by an assigning Lender and an assignee,  the
assignee's  completed  Administrative Questionnaire  (unless  the
assignee shall already be a Lender hereunder), the processing and
recordation  fee  referred to in paragraph (b)  of  this  Section
10.04  and  any  written consent to such assignment  required  by
paragraph  (b)  of  this Section 10.04, the Administrative  Agent
shall  accept  such  Assignment and  Acceptance  and  record  the
information  contained  therein in the Register.   No  assignment
shall  be effective for purposes of this Agreement unless it  has
been recorded in the Register as provided in this paragraph.

          Any Lender may, without the consent of the Borrower  or
any  Credit  Party, sell participations to one or more  banks  or
other  entities  (each such bank or other entity being  called  a
"Participant")  in all or a portion of such Lender's  rights  and
obligations under the Loan Documents (including all or a  portion
of  its Commitment and the Loans owing to it), provided that  (i)
such  Lender's obligations under the Loan Documents shall  remain
unchanged,  (ii) such Lender shall remain solely  responsible  to
the  other parties hereto for the performance of such obligations
and  (iii) the Loan Parties and the Credit Parties shall continue
to  deal solely and directly with such Lender in connection  with
such  Lender's  rights and obligations under the Loan  Documents.
Any agreement or instrument pursuant to which a Lender sells such
a  participation shall provide that such Lender shall retain  the
sole  right  to  enforce the Loan Documents and  to  approve  any
amendment,  modification or waiver of any provision of  any  Loan
Documents, provided that such agreement or instrument may provide
that   such  Lender  will  not,  without  the  consent   of   the
Participant,  agree  to  any amendment,  modification  or  waiver
described in the first proviso to paragraph (b) of Section  10.02
that  affects such Participant.  Subject to paragraph (f) of this
Section 10.04, the Borrower agrees that each Participant shall be
entitled  to the benefits of Sections 3.05 and 3.06 to  the  same
extent  as  if it were a Lender and had acquired its interest  by
assignment pursuant to paragraph (b) of this Section  10.04.   To
the  extent  permitted  by law, each Participant  also  shall  be
entitled  to the benefits of Section 10.08 as though  it  were  a
Lender,  provided that such Participant agrees to be  subject  to
paragraph (c) of Section 2.10 as though it were a Lender.

          A  Participant  shall not be entitled  to  receive  any
greater payment under Sections 3.05 or 3.07 than the Lender would
have  been  entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to
such  Participant  is  made  with the  Borrower's  prior  written
consent.  A Participant that would be a Foreign Lender if it were
a  Lender  shall not be entitled to the benefits of Section  3.07
unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit  of  the
Borrower, to comply with paragraph (e) of Section 3.07 as  though
it were a Lender.

          Any  Lender may at any time pledge or assign a security
interest  in  all  or any portion of its rights  under  the  Loan
Documents  to  secure obligations of such Lender,  including  any
pledge  or assignment to secure obligations to a Federal  Reserve
Bank,  and this Section 10.04 shall not apply to any such  pledge
or  assignment  of  a security interest, provided  that  no  such
pledge  or  assignment  of a security interest  shall  release  a
Lender  from  any of its obligations under the Loan Documents  or
substitute  any  such pledgee or assignee for such  Lender  as  a
party hereto.

     Section 10.05  Survival

          All covenants, agreements, representations and
     warranties made by the Borrower herein and in the
     certificates or other instruments prepared or delivered in
     connection with or pursuant to this Agreement or any other
     Loan Document shall be considered to have been relied upon
     by the other parties hereto and shall survive the execution
     and delivery of any Loan Document and the making of any
     Loans, regardless of any investigation made by any such
     other party or on its behalf and notwithstanding that any
     Credit Party may have had notice or knowledge of any Default
     or incorrect representation or warranty at the time any
     credit is extended hereunder, and shall continue in full
     force and effect as long as the principal of or any accrued
     interest on any Loan or any fee or any other amount payable
     under the Loan Documents is outstanding and unpaid and so
     long as the Commitments have not expired or terminated. The
     provisions of Sections 3.05, 3.06, 3.07 and 10.03 and
     Article 9 shall survive and remain in full force and effect
     regardless of the consummation of the transactions
     contemplated hereby, the repayment of the Loans and the
     termination of the Commitments or the termination of this
     Agreement or any provision hereof.
     Section 10.06  Counterparts; Integration; Effectiveness

          This Agreement may be executed in counterparts (and by
     different parties hereto on different counterparts), each of
     which shall constitute an original, but all of which, when
     taken together, shall constitute but one contract.  This
     Agreement and any separate letter agreements with respect to
     fees payable to any Credit Party constitute the entire
     contract among the parties relating to the subject matter
     hereof and supersede any and all previous agreements and
     understandings, oral or written, relating to the subject
     matter hereof.  Except as provided in Section 5.01, this
     Agreement shall become effective when it shall have been
     executed by the Administrative Agent and when the
     Administrative Agent shall have received counterparts hereof
     which, when taken together, bear the signatures of each of
     the other parties hereto, and thereafter shall be binding
     upon and inure to the benefit of the parties hereto and
     their respective successors and assigns.  Delivery of an
     executed counterpart of this Agreement by facsimile
     transmission shall be effective as delivery of a manually
     executed counterpart of this Agreement.
     Section 10.07   Severability

          In the event any one or more of the provisions
     contained in this Agreement should be held invalid, illegal
     or unenforceable in any respect, the validity, legality and
     enforceability of the remaining provisions contained herein
     shall not in any way be affected or impaired thereby (it
     being understood that the invalidity of a particular
     provision in a particular jurisdiction shall not in and of
     itself affect the validity of such provision in any other
     jurisdiction).  The parties shall endeavor in good-faith
     negotiations to replace the invalid, illegal or
     unenforceable provisions with valid provisions the economic
     effect of which comes as close as possible to that of the
     invalid, illegal or unenforceable provisions.
     Section 10.08  Right of Setoff

          If an Event of Default shall have occurred and be
     continuing, each of the Lenders and their respective
     Affiliates is hereby authorized at any time and from time to
     time, to the fullest extent permitted by applicable law, to
     setoff and apply any and all deposits (general or special,
     time or demand, provisional or final) at any time held and
     other obligations at any time owing by it to or for the
     credit or the account of the Borrower against any of and all
     the obligations of the Borrower now or hereafter existing
     under this Agreement held by it, irrespective of whether or
     not it shall have made any demand under this Agreement and
     although such obligations may be unmatured.  The rights of
     each of the Lenders and their respective Affiliates under
     this Section 10.08 are in addition to other rights and
     remedies (including other rights of setoff) that it may
     have.
     Section  10.09   Governing  Law;  Jurisdiction;  Consent  to
Service of Process

          This  Agreement shall be governed by, and construed  in
accordance with, the laws of the State of New York.

          Each  of  the  parties  hereto hereby  irrevocably  and
unconditionally  submits, for itself and  its  property,  to  the
nonexclusive jurisdiction of any New York State court or  Federal
court  of the United States of America sitting in New York  City,
and  any  appellate  court from any thereof,  in  any  action  or
proceeding  arising out of or relating to this Agreement  or  the
other  Loan Documents, or for recognition or enforcement  of  any
judgment,  and each of the parties hereto hereby irrevocably  and
unconditionally   agrees  that,  to  the  extent   permitted   by
applicable  law,  all claims in respect of  any  such  action  or
proceeding may be heard and determined in such New York State or,
to the extent permitted by applicable law, in such Federal court.
Each  of the parties hereto agrees that a final judgment  in  any
such action or proceeding shall be conclusive and may be enforced
in  other  jurisdictions by suit on the judgment or in any  other
manner  provided by law.  Nothing in this Agreement shall  affect
any  right that any party hereto may otherwise have to bring  any
action or proceeding relating to this Agreement or the other Loan
Documents in the courts of any jurisdiction.

          Each    party    hereto    hereby    irrevocably    and
unconditionally waives, to the fullest extent it may legally  and
effectively  do  so, any objection that it may now  or  hereafter
have  to  the  laying of venue of any suit, action or  proceeding
arising  out of or relating to this Agreement or the  other  Loan
Documents  in  any  court referred to in paragraph  (b)  of  this
Section  10.09.   Each of the parties hereto  hereby  irrevocably
waives,  to the fullest extent permitted by applicable  law,  the
defense  of  an  inconvenient forum to the  maintenance  of  such
action or proceeding in any such court.

          Each  party  to this Agreement irrevocably consents  to
service  of  process  in  the  manner  provided  for  notices  in
Section  10.01.  Nothing in this Agreement will affect the  right
of  any  party  to this Agreement to serve process in  any  other
manner permitted by law.

     Section 10.10   WAIVER OF JURY TRIAL

          EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
     PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
     TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
     INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
     AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO
     REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
     REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
     WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
     FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
     PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
     AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
     CERTIFICATIONS IN THIS SECTION.
     Section 10.11  Headings

          Article and Section headings and the Table of Contents
     used herein are for convenience of reference only, are not
     part of this Agreement and shall not affect the construction
     of, or be taken into consideration in interpreting, this
     Agreement.
     Section 10.12  Interest Rate Limitation

          Notwithstanding anything herein to the contrary, if at
     any time the interest rate applicable to any Loan, together
     with all fees, charges and other amounts that are treated as
     interest on such Loan under applicable law (collectively the
     "charges"), shall exceed the maximum lawful rate (the
     "maximum rate") that may be contacted for, charged, taken,
     received or reserved by the Lender holding such Loan in
     accordance with applicable law, the rate of interest payable
     in respect of such Loan hereunder, together with all of the
     charges payable in respect thereof, shall be limited to the
     maximum rate and, to the extent lawful, the interest and the
     charges that would have been payable in respect of such Loan
     but were not payable as a result of the operation of this
     Section 10.12 shall be cumulated, and the interest and the
     charges payable to such Lender in respect of other Loans or
     periods shall be increased (but not above the maximum rate
     therefor) until such cumulated amount, together with
     interest thereon at the Federal Funds Rate to the date of
     repayment, shall have been received by such Lender.

     Section 10.13  USA Patriot Act Notice

          Each of the Administrative Agent and each Lender hereby
notifies the Borrower that, pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the "Patriot Act"), it is required to obtain,
verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and
other information that will allow the Administrative Agent and
such Lender to identify the Borrower in accordance with the
Patriot Act.
                    [Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their respective authorized officers as of
the day and year first above written.
                         LIFETIME HOAN CORPORATION



                         By:
                         Name:
                         Title:



                         THE BANK OF NEW YORK,
                         as Administrative Agent and Lender


                         By:
                         Name:
                         Title
                         HSBC BANK USA



                         By:
                         Name:
                         Title:
                         CITIBANK, N.A.



                         By:
                         Name:
                         Title:
                         WACHOVIA BANK, NATIONAL ASSOCIATION



                         By:
                         Name:
                         Title:
                          SCHEDULE 2.01
                   Effective Date Commitments
               Lender                     Commitment
    The Bank of New York                 $15,000,000
    HSBC Bank USA                        $13,000,000
    Citibank, N.A.                       $11,000,000
    Wachovia Bank, National              $11,000,000
    Association
               TOTAL                     $50,000,000

                          SCHEDULE 2.11
                   Existing Letters of Credit
                           Commercial
            Amount              Issuance Date








                             Standby

            Amount              Issuance Date

                          SCHEDULE 2.12
                  Existing Bankers Acceptances
            Amount              Issuance Date








                          SCHEDULE 4.06
                        Disclosed Matters

                          SCHEDULE 4.12
                          Subsidiaries

                          SCHEDULE 4.13
                            Insurance
                          SCHEDULE 7.01
                      Existing Indebtedness

                          SCHEDULE 7.02
                         Existing Liens

                          SCHEDULE 7.04
                      Existing Investments

                        SCHEDULE 7.10
                    Existing Restrictions

                       REVOLVING NOTE

$11,000,000.00                               July __, 2004
                                             New York, New
York

     FOR VALUE RECEIVED, the undersigned, LIFETIME HOAN
CORPORATION, a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of WACHOVIA BANK, NATIONAL
ASSOCIATION (the "Lender") ELEVEN MILLION DOLLARS
($11,000,000.00) or if less, the unpaid principal amount of
the Revolving Loans made by the Lender to the Borrower, in
the amounts and at the times set forth in the Amended and
Restated Credit Agreement, dated as of July __, 2004 (as the
same may be amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower,
the Lenders party thereto, and The Bank of New York, as
Administrative Agent, and to pay interest from the date
hereof on the principal balance of such Revolving Loans from
time to time outstanding at the rate or rates and at the
times set forth in the Credit Agreement, in each case at the
office of the Administrative Agent located at One Wall
Street, New York, New York, or at such other place as the
Administrative Agent may specify from time to time, in
lawful money of the United States of America in immediately
available funds.  Terms defined in the Credit Agreement are
used herein with the same meanings.
            The Revolving  Loans evidenced by this Revolving
            Note  are  prepayable in the  amounts,
            and   under  the  circumstances,   and
            their   respective   maturities    are
            subject   to  acceleration  upon   the
            terms,   set   forth  in  the   Credit
            Agreement.   This  Revolving  Note  is
            subject  to,  and should be  construed
            in  accordance with, the provisions of
            the  Credit Agreement and is  entitled
            to   the  benefits  and  security  set
            forth in the Loan Documents.
     The Lender is hereby authorized to record on the
schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, (a) the date of each Revolving
Loan made by the Lender, (b) the class, Type and amount
thereof, (c) the interest rate (without regard to the
Applicable Margin) and Interest Period applicable to each
Eurodollar Loan and (d) the date and amount of each
conversion of, and each payment or prepayment of the
principal of, any such Revolving Loan.  The entries made in
such schedule shall be prima facie evidence of the existence
and amounts of the obligations recorded therein, provided
that the failure to so record or any error therein shall not
in any manner affect the obligation of the Borrower to repay
the Revolving Loans in accordance with the terms of the
Credit Agreement.
            Except as specifically otherwise provided in the
            Credit  Agreement, the Borrower hereby
            waives presentment, demand, notice  of
            dishonor,  protest, notice of  protest
            and  all  other demands, protests  and
            notices   in   connection   with   the
            execution,    delivery,   performance,
            collection  and  enforcement  of  this
            Revolving Note.
            THIS REVOLVING  NOTE SHALL BE GOVERNED  BY,  AND
                      CONSTRUED  IN  ACCORDANCE  WITH,   THE
                      LAWS OF THE STATE OF NEW YORK.
                               LIFETIME HOAN CORPORATION

                               By:
                               Name:
                               Title:
                 SCHEDULE TO REVOLVING NOTE




                         Amount of
                         principal   Interest    Interest
                         converted,  rate on     Period for
       Type of  Amount   paid or     Eurodollar  Eurodollar  Notation
Date   Loan     of Loan  prepaid     Loans       Loans       made by



                       REVOLVING NOTE

$13,000,000.00                               July __, 2004
                                             New York, New
York

     FOR VALUE RECEIVED, the undersigned, LIFETIME HOAN
CORPORATION, a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of HSBC BANK USA (the "Lender")
THIRTEEN MILLION DOLLARS ($13,000,000.00) or if less, the
unpaid principal amount of the Revolving Loans made by the
Lender to the Borrower, in the amounts and at the times set
forth in the Amended and Restated Credit Agreement, dated as
of July __, 2004 (as the same may be amended, supplemented
or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the Lenders party thereto,
and The Bank of New York, as Administrative Agent, and to
pay interest from the date hereof on the principal balance
of such Revolving Loans from time to time outstanding at the
rate or rates and at the times set forth in the Credit
Agreement, in each case at the office of the Administrative
Agent located at One Wall Street, New York, New York, or at
such other place as the Administrative Agent may specify
from time to time, in lawful money of the United States of
America in immediately available funds.  Terms defined in
the Credit Agreement are used herein with the same meanings.
            The Revolving  Loans evidenced by this Revolving
            Note  are  prepayable in the  amounts,
            and   under  the  circumstances,   and
            their   respective   maturities    are
            subject   to  acceleration  upon   the
            terms,   set   forth  in  the   Credit
            Agreement.   This  Revolving  Note  is
            subject  to,  and should be  construed
            in  accordance with, the provisions of
            the  Credit Agreement and is  entitled
            to   the  benefits  and  security  set
            forth in the Loan Documents.
     This Revolving Note shall be deemed to be in complete
substitution for and replacement of, and not a repayment of
the Revolving Note dated November 8, 2001 made by the
Borrower payable to the Lender (the "Prior Revolving Note")
and all interest accrued and unpaid under such Prior
Revolving Note shall be deemed evidenced by this Revolving
Note and payable hereunder from and after the date of
accrual thereof.  The execution and delivery of this
Revolving Note shall not be construed (i) to have
constituted repayment of any amount of principal or interest
on the Prior Revolving Note, or (ii) to release, cancel,
terminate or otherwise impair all or any part of any lien or
security interest granted to the Lenders party to the
Original Credit Agreement or their agents as collateral
security for the Prior Revolving Note.
     The Lender is hereby authorized to record on the
schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, (a) the date of each Revolving
Loan made by the Lender, (b) the class, Type and amount
thereof, (c) the interest rate (without regard to the
Applicable Margin) and Interest Period applicable to each
Eurodollar Loan and (d) the date and amount of each
conversion of, and each payment or prepayment of the
principal of, any such Revolving Loan.  The entries made in
such schedule shall be prima facie evidence of the existence
and amounts of the obligations recorded therein, provided
that the failure to so record or any error therein shall not
in any manner affect the obligation of the Borrower to repay
the Revolving Loans in accordance with the terms of the
Credit Agreement.
            Except as specifically otherwise provided in the
            Credit  Agreement, the Borrower hereby
            waives presentment, demand, notice  of
            dishonor,  protest, notice of  protest
            and  all  other demands, protests  and
            notices   in   connection   with   the
            execution,    delivery,   performance,
            collection  and  enforcement  of  this
            Revolving Note.
            THIS REVOLVING  NOTE SHALL BE GOVERNED  BY,  AND
                      CONSTRUED  IN  ACCORDANCE  WITH,   THE
                      LAWS OF THE STATE OF NEW YORK.
                               LIFETIME HOAN CORPORATION

                               By:
                               Name:
                               Title:
                 SCHEDULE TO REVOLVING NOTE




                         Amount of
                         principal   Interest    Interest
                         converted,  rate on     Period for
       Type of  Amount   paid or     Eurodollar  Eurodollar  Notation
Date   Loan     of Loan  prepaid     Loans       Loans       made by


                       REVOLVING NOTE

$11,000,000.00                               July __, 2004
                                             New York, New
York

     FOR VALUE RECEIVED, the undersigned, LIFETIME HOAN
CORPORATION, a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of CITIBANK, N.A. (the
"Lender") ELEVEN MILLION DOLLARS ($11,000,000.00) or if
less, the unpaid principal amount of the Revolving Loans
made by the Lender to the Borrower, in the amounts and at
the times set forth in the Amended and Restated Credit
Agreement, dated as of July __, 2004 (as the same may be
amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, the
Lenders party thereto, and The Bank of New York, as
Administrative Agent, and to pay interest from the date
hereof on the principal balance of such Revolving Loans from
time to time outstanding at the rate or rates and at the
times set forth in the Credit Agreement, in each case at the
office of the Administrative Agent located at One Wall
Street, New York, New York, or at such other place as the
Administrative Agent may specify from time to time, in
lawful money of the United States of America in immediately
available funds.  Terms defined in the Credit Agreement are
used herein with the same meanings.
            The Revolving  Loans evidenced by this Revolving
            Note  are  prepayable in the  amounts,
            and   under  the  circumstances,   and
            their   respective   maturities    are
            subject   to  acceleration  upon   the
            terms,   set   forth  in  the   Credit
            Agreement.   This  Revolving  Note  is
            subject  to,  and should be  construed
            in  accordance with, the provisions of
            the  Credit Agreement and is  entitled
            to   the  benefits  and  security  set
            forth in the Loan Documents.
     This Revolving Note shall be deemed to be in complete
substitution for and replacement of, and not a repayment of
the Revolving Note dated November 8, 2001 made by the
Borrower payable to the Lender (the "Prior Revolving Note")
and all interest accrued and unpaid under such Prior
Revolving Note shall be deemed evidenced by this Revolving
Note and payable hereunder from and after the date of
accrual thereof.  The execution and delivery of this
Revolving Note shall not be construed (i) to have
constituted repayment of any amount of principal or interest
on the Prior Revolving Note, or (ii) to release, cancel,
terminate or otherwise impair all or any part of any lien or
security interest granted to the Lenders party to the
Original Credit Agreement or their agents as collateral
security for the Prior Revolving Note.
     The Lender is hereby authorized to record on the
schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, (a) the date of each Revolving
Loan made by the Lender, (b) the class, Type and amount
thereof, (c) the interest rate (without regard to the
Applicable Margin) and Interest Period applicable to each
Eurodollar Loan and (d) the date and amount of each
conversion of, and each payment or prepayment of the
principal of, any such Revolving Loan.  The entries made in
such schedule shall be prima facie evidence of the existence
and amounts of the obligations recorded therein, provided
that the failure to so record or any error therein shall not
in any manner affect the obligation of the Borrower to repay
the Revolving Loans in accordance with the terms of the
Credit Agreement.
            Except as specifically otherwise provided in the
            Credit  Agreement, the Borrower hereby
            waives presentment, demand, notice  of
            dishonor,  protest, notice of  protest
            and  all  other demands, protests  and
            notices   in   connection   with   the
            execution,    delivery,   performance,
            collection  and  enforcement  of  this
            Revolving Note.
            THIS REVOLVING  NOTE SHALL BE GOVERNED  BY,  AND
                      CONSTRUED  IN  ACCORDANCE  WITH,   THE
                      LAWS OF THE STATE OF NEW YORK.
                               LIFETIME HOAN CORPORATION

                               By:
                               Name:
                               Title:
                 SCHEDULE TO REVOLVING NOTE

                         Amount of
                         principal   Interest    Interest
                         converted,  rate on     Period for
       Type of  Amount   paid or     Eurodollar  Eurodollar  Notation
Date   Loan     of Loan  prepaid     Loans       Loans       made by



                       REVOLVING NOTE

$15,000,000.00                               July __, 2004
                                             New York, New
York

     FOR VALUE RECEIVED, the undersigned, LIFETIME HOAN
CORPORATION, a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of THE BANK OF NEW YORK (the
"Lender") FIFTEEN MILLION DOLLARS ($15,000,000.00) or if
less, the unpaid principal amount of the Revolving Loans
made by the Lender to the Borrower, in the amounts and at
the times set forth in the Amended and Restated Credit
Agreement, dated as of July __, 2004 (as the same may be
amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, the
Lenders party thereto, and The Bank of New York, as
Administrative Agent, and to pay interest from the date
hereof on the principal balance of such Revolving Loans from
time to time outstanding at the rate or rates and at the
times set forth in the Credit Agreement, in each case at the
office of the Administrative Agent located at One Wall
Street, New York, New York, or at such other place as the
Administrative Agent may specify from time to time, in
lawful money of the United States of America in immediately
available funds.  Terms defined in the Credit Agreement are
used herein with the same meanings.
            The Revolving  Loans evidenced by this Revolving
            Note  are  prepayable in the  amounts,
            and   under  the  circumstances,   and
            their   respective   maturities    are
            subject   to  acceleration  upon   the
            terms,   set   forth  in  the   Credit
            Agreement.   This  Revolving  Note  is
            subject  to,  and should be  construed
            in  accordance with, the provisions of
            the  Credit Agreement and is  entitled
            to   the  benefits  and  security  set
            forth in the Loan Documents.
     This Revolving Note shall be deemed to be in complete
substitution for and replacement of, and not a repayment of
the Revolving Note dated November 8, 2001 made by the
Borrower payable to the Lender (the "Prior Revolving Note")
and all interest accrued and unpaid under such Prior
Revolving Note shall be deemed evidenced by this Revolving
Note and payable hereunder from and after the date of
accrual thereof.  The execution and delivery of this
Revolving Note shall not be construed (i) to have
constituted repayment of any amount of principal or interest
on the Prior Revolving Note, or (ii) to release, cancel,
terminate or otherwise impair all or any part of any lien or
security interest granted to the Lenders party to the
Original Credit Agreement or their agents as collateral
security for the Prior Revolving Note.
     The Lender is hereby authorized to record on the
schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, (a) the date of each Revolving
Loan made by the Lender, (b) the class, Type and amount
thereof, (c) the interest rate (without regard to the
Applicable Margin) and Interest Period applicable to each
Eurodollar Loan and (d) the date and amount of each
conversion of, and each payment or prepayment of the
principal of, any such Revolving Loan.  The entries made in
such schedule shall be prima facie evidence of the existence
and amounts of the obligations recorded therein, provided
that the failure to so record or any error therein shall not
in any manner affect the obligation of the Borrower to repay
the Revolving Loans in accordance with the terms of the
Credit Agreement.
            Except as specifically otherwise provided in the
            Credit  Agreement, the Borrower hereby
            waives presentment, demand, notice  of
            dishonor,  protest, notice of  protest
            and  all  other demands, protests  and
            notices   in   connection   with   the
            execution,    delivery,   performance,
            collection  and  enforcement  of  this
            Revolving Note.
            THIS REVOLVING  NOTE SHALL BE GOVERNED  BY,  AND
                      CONSTRUED  IN  ACCORDANCE  WITH,   THE
                      LAWS OF THE STATE OF NEW YORK.
                               LIFETIME HOAN CORPORATION

                               By:
                               Name:
                               Title:
                 SCHEDULE TO REVOLVING NOTE



                         Amount of
                         principal   Interest    Interest
                         converted,  rate on     Period for
       Type of  Amount   paid or     Eurodollar  Eurodollar  Notation
Date   Loan     of Loan  prepaid     Loans       Loans       made by


                            Amount



                       SWING LINE NOTE

$7,500,000.00                                July __, 2004
                                             New York, New
York

     FOR VALUE RECEIVED, the undersigned, LIFETIME HOAN
CORPORATION, a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of THE BANK OF NEW YORK (the
"Swing Line Lender") SEVEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($7,500,000.00) or if less, the unpaid principal
amount of the Swing Line Loans made by the Swing Line Lender
to the Borrower, in the amounts and at the times set forth
in the Amended and Restated Credit Agreement, dated as of
July __, 2004, among the Borrower, the Lenders party
thereto, and The Bank of New York, as Administrative Agent
(as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), and to
pay interest from the date hereof on the principal balance
of such Swing Line Loans from time to time outstanding at
the rate or rates and at the times set forth in the Credit
Agreement, in each case at the office of the Administrative
Agent located at One Wall Street, New York, New York, or at
such other place as the Administrative Agent may specify
from time to time, in lawful money of the United States of
America in immediately available funds.  Terms defined in
the Credit Agreement are used herein with the same meanings.
            The Swing Line  Loans  evidenced by  this  Swing
                      Line   Note  are  prepayable  in   the
                      amounts,  and under the circumstances,
                      and  their  respective maturities  are
                      subject   to  acceleration  upon   the
                      terms,   set   forth  in  the   Credit
                      Agreement.   This Swing Line  Note  is
                      subject  to,  and should be  construed
                      in  accordance with, the provisions of
                      the  Credit Agreement and is  entitled
                      to   the  benefits  and  security  set
                      forth in the Loan Documents.
     The Lender is hereby authorized to record on the
schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, (a) the date of each Swing
Line Loan, (b) the amount thereof and (c) the date and
amount of each payment or prepayment of the principal of any
such Swing Line Loan.  The entries made in such schedule
shall be prima facie evidence of the existence and amounts
of the obligations recorded therein, provided that the
failure to so record or any error therein shall not in any
manner affect the obligation of the Borrower to repay the
Swing Line Loans in accordance with the terms of the Credit
Agreement.
            Except as specifically otherwise provided in the
                      Credit  Agreement, the Borrower hereby
                      waives presentment, demand, notice  of
                      dishonor,  protest, notice of  protest
                      and  all  other demands, protests  and
                      notices   in   connection   with   the
                      execution,    delivery,   performance,
                      collection  and  enforcement  of  this
                      Swing Line Note.
            THIS SWING  LINE NOTE SHALL BE GOVERNED BY,  AND
                      CONSTRUED  IN  ACCORDANCE  WITH,   THE
                      LAWS OF THE STATE OF NEW YORK.
                               LIFETIME HOAN CORPORATION

                               By:
                               Name:
                               Title:
                 SCHEDULE TO SWING LINE NOTE



                               Amount of
                               principal
                               paid or     Notation
Date       Amount of Loan      prepaid     made by



            REAFFIRMATION OF GUARANTEE AGREEMENT


                                        July __, 2004

The Bank of New York, Administrative Agent
1401 Franklin Avenue
Garden City, New York 11530
Attn: Edward P. Nallan

Ladies and Gentlemen:

Reference is made to (i) the Guarantee Agreement dated as of
November  8,  2001  (the "Guarantee Agreement"),  among  the
undersigned  (each,  a  "Guarantor"  and  collectively,  the
"Guarantors"),  Lifetime Hoan Corporation  (the  "Borrower")
and  The Bank of New York, as Administrative Agent (in  such
capacity, the "Administrative Agent") for the benefit of the
Credit  Parties (as defined in the Original Credit Agreement
referred   to  below)  pursuant  to  which  all  loans   and
extensions  of  credit made or to be  made  by  such  Credit
Parties  to  the  Borrower  and all  other  obligations  and
liabilities  of  the  Borrower to such  Credit  Parties  are
jointly and severally guaranteed by the Guarantors and  (ii)
the  Credit  Agreement  dated as of  November  8,  2001  (as
heretofore  amended, the "Original Credit Agreement")  among
the   Borrower,   the   lenders  party   thereto   and   the
Administrative Agent.

The  Borrower  has  entered into the  Amended  and  Restated
Credit  Agreement dated as of the date hereof  (as  amended,
restated,  supplemented or otherwise modified from  time  to
time,  the  "Credit  Agreement")  among  the  Borrower,  the
lenders from time to time party thereto (the "Lenders")  and
the Administrative Agent, pursuant to which the Lenders have
agreed to amend and restate the Original Credit Agreement on
the  terms  and  conditions set forth  therein.   Terms  not
otherwise  defined  in  this Reaffirmation  shall  have  the
respective   meanings  ascribed  thereto   in   the   Credit
Agreement.

It  is  a  condition  to  the effectiveness  of  the  Credit
Agreement  that  the  Guarantors reaffirm  their  respective
obligations  under  the Guarantee Agreement.   In  order  to
induce the Lenders to execute the Credit Agreement, each  of
the Guarantors hereby (i) acknowledges receipt of a copy  of
the  Credit Agreement, (ii) consents to the execution of the
Credit Agreement by the Borrower, (iii) reaffirms all of its
agreements  and  obligations under the Guarantee  Agreement,
(iv) reaffirms that all Obligations of the Borrower under or
in connection with the Credit Agreement are "Obligations" as
that  term  is  defined  in the Guarantee  Agreement,  which
Guarantee Agreement remains in full force and effect and  is
hereby  ratified  and  confirmed and  (v)  agrees  that  all
references  in  the Guarantee Agreement to (a)  "the  Credit
Agreement" shall be deemed to refer to the Credit  Agreement
and  (b) "Loans" shall be deemed to refer to Loans under the
Credit Agreement.

This  Reaffirmation shall be governed by, and  construed  in
accordance with, the laws of the State of New York.

This   Reaffirmation  may  be  executed  in  two   or   more
counterparts,  each of which shall constitute  an  original,
but  all of which, when taken together, shall constitute but
one  agreement.  Delivery of an executed counterpart of this
Reaffirmation  by  facsimile  transmission   shall   be   as
effective as delivery of a manually executed counterpart  of
this Reaffirmation.


                                   Very truly yours,

                                   OUTLET RETAIL STORES,INC.

                                   By:
                                   Name:
                                   Title:

                                   ROSHCO, INC.

                                   By:
                                   Name:
                                   Title:

                                   M. KAMENSTEIN CORP.

                                   By:
                                   Name:
                                   Title:


             REAFFIRMATION OF SECURITY AGREEMENT

                                        July __, 2004

The Bank of New York, Administrative Agent
1401 Franklin Avenue
Garden City, New York 11530
Attn: Edward P. Nallan

Ladies and Gentlemen:

Reference  is made (i) the Security Agreement  dated  as  of
November  8,  2001  (the  "Security Agreement"),  among  the
undersigned   (each,  a  "Grantor"  and  collectively,   the
"Grantors")  and  The  Bank of New York,  as  Administrative
Agent (in such capacity, the "Administrative Agent") for the
benefit  of  the Credit Parties (as defined in the  Original
Credit  Agreement referred to below), pursuant to which  all
Obligations (as defined in the Original Credit Agreement) of
the Grantors are secured by the collateral described therein
and  (ii) the Credit Agreement dated as of November 8,  2001
(as  heretofore  amended, the "Original  Credit  Agreement")
among  the  Lifetime Hoan Corporation (the "Borrower"),  the
lenders party thereto and the Administrative Agent.

The  Borrower  has  entered into the  Amended  and  Restated
Credit  Agreement dated as of the date hereof  (as  amended,
restated,  supplemented or otherwise modified from  time  to
time,  the  "Credit  Agreement")  among  the  Borrower,  the
lenders from time to time party thereto (the "Lenders")  and
the Administrative Agent, pursuant to which the Lenders have
agreed to amend and restate the Original Credit Agreement on
the  terms  and  conditions set forth  therein.   Terms  not
otherwise  defined  in  this Reaffirmation  shall  have  the
respective   meanings  ascribed  thereto   in   the   Credit
Agreement.

It  is  a  condition  to  the effectiveness  of  the  Credit
Agreement   that  the  Grantors  reaffirm  their  respective
obligations  under  the  Security Agreement.   In  order  to
induce the Lenders to execute the Credit Agreement, each  of
the  Grantors hereby (i) acknowledges receipt of a  copy  of
the  Credit Agreement, (ii) consents to the execution of the
Credit Agreement by the Borrower, (iii) reaffirms all of its
agreements and obligations under the Security Agreement  and
(iv) reaffirms that all Obligations of the Borrower under or
in connection with the Credit Agreement are "Obligations" as
that  term  is  defined  in  the  Security  Agreement,   (v)
reaffirms  that all such Obligations continue to be  secured
by  the Security Agreement, which remains in full force  and
effect  and is hereby ratified and confirmed and (vi) agrees
that  all  references in the Security Agreement to (a)  "the
Credit  Agreement" shall be deemed to refer  to  the  Credit
Agreement  and (b) "Loans", "Letter of Credit Exposure"  and
"Bankers  Acceptance Exposure" shall be deemed to  refer  to
Loans,  Letter  of  Credit Exposure  and  Banker  Acceptance
Exposure, respectively, under the Credit Agreement.

This  Reaffirmation shall be governed by, and  construed  in
accordance with, the laws of the State of New York.

This   Reaffirmation  may  be  executed  in  two   or   more
counterparts,  each of which shall constitute  an  original,
but  all of which, when taken together, shall constitute but
one  agreement.  Delivery of an executed counterpart of this
Reaffirmation  by  facsimile  transmission   shall   be   as
effective as delivery of a manually executed counterpart  of
this Reaffirmation.


                                 Very truly yours,

                                 LIFETIME HOAN CORPORATION

                                 By:
                                 Name:
                                 Title:

                                 OUTLET RETAIL STORES, INC.

                                 By:
                                 Name:
                                 Title:

                                 ROSHCO, INC.

                                 By:
                                 Name:
                                 Title:

                                 M. KAMENSTEIN CORP.

                                 By:
                                 Name:
                                 Title:


                          EXHIBIT A

              FORM OF ASSIGNMENT AND ACCEPTANCE

Reference  is  made  to  the  Amended  and  Restated  Credit
Agreement, dated as of July __, 2004 (as amended,  restated,
supplemented or otherwise modified from time to time and  in
effect  on  the date hereof, the "Credit Agreement"),  among
Lifetime  Hoan  Corporation, as Borrower, the Lenders  named
therein  and The Bank of New York, as Administrative  Agent.
Terms  defined in the Credit Agreement are used herein  with
the same meanings.
The  Assignor named below hereby sells and assigns,  without
recourse,  to  the  Assignee named below, and  the  Assignee
hereby  purchases  and assumes, without recourse,  from  the
Assignor, effective as of the Assignment Date, the interests
set  forth below (the "Assigned Interest") in the Assignor's
rights   and   obligations  under  the   Credit   Agreement,
including, without limitation, the interests set forth below
in   [the  Revolving  Commitment  of  the  Assignor  on  the
Assignment  Date  and  the  Revolving  Loans  owing  to  the
Assignor that are outstanding on the Assignment Date]1,  but
excluding  accrued  interest and fees to and  excluding  the
Assignment  Date.  The Assignee hereby acknowledges  receipt
of  a  copy  of  the Credit Agreement.  From and  after  the
Assignment Date, (a) the Assignee shall be a party to and be
bound by the provisions of the Credit Agreement and, to  the
extent  of  the  Assigned  Interest,  have  the  rights  and
obligations of a Lender under the Loan Documents and (b) the
Assignor  shall,  to  the extent of the  Assigned  Interest,
relinquish  its rights and be released from its  obligations
under the Loan Documents.
This  Assignment  and Acceptance is being delivered  to  the
Administrative Agent, together with (a) if the Assignee is a
Foreign  Lender, any documentation required to be  delivered
by  the  Assignee pursuant to Section 3.07(e) of the  Credit
Agreement, duly completed and executed by the Assignee,  and
(b)  except as otherwise provided in Section 10.04(b) of the
Credit  Agreement, if the Assignee is not already  a  Lender
under  the Credit Agreement, an Administrative Questionnaire
in  the  form  supplied  by the Administrative  Agent,  duly
completed  by the Assignee.  The [Assignee/Assignor]2  shall
pay the fee payable to the Administrative Agent pursuant  to
Section 10.04(b) of the Credit Agreement.
THIS  ASSIGNMENT  AND ACCEPTANCE SHALL BE  GOVERNED  BY  AND
CONSTRUED  IN ACCORDANCE WITH THE LAWS OF THE STATE  OF  NEW
YORK.
Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of
Assignment (the "Assignment Date"):

[Revolving Commitment Assigned:

Principal Amount of Revolving Loans Assigned: ]3

The terms set forth above are hereby agreed to:


                              [Name of Assignor], as
Assignor



                              By:
                              Name:
                              Title:


                              [Name of Assignee], as
Assignee



                              By:
                              Name:
                              Title:

The undersigned hereby consents to the within assignment:4

LIFETIME HOAN CORPORATION     THE BANK OF NEW YORK,
                               as Administrative Agent


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


                          EXHIBIT B

            FORM OF OPINION OF BORROWER'S COUNSEL

                       [see attached]

                         EXHIBIT C-1

                   FORM OF REVOLVING NOTE

$_____________                               July __, 2004
                                             New York, New
York

     FOR VALUE RECEIVED, the undersigned, LIFETIME HOAN
CORPORATION, a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of
_______________________________________ (the "Lender")
______________ DOLLARS ($_____________) or if less, the
unpaid principal amount of the Revolving Loans made by the
Lender to the Borrower, in the amounts and at the times set
forth in the Amended and Restated Credit Agreement, dated as
of July __, 2004 (as the same may be amended, supplemented
or otherwise modified from time to time, the "Credit
Agreement"), among the Borrower, the Lenders party thereto,
and The Bank of New York, as Administrative Agent, and to
pay interest from the date hereof on the principal balance
of such Revolving Loans from time to time outstanding at the
rate or rates and at the times set forth in the Credit
Agreement, in each case at the office of the Administrative
Agent located at One Wall Street, New York, New York, or at
such other place as the Administrative Agent may specify
from time to time, in lawful money of the United States of
America in immediately available funds.  Terms defined in
the Credit Agreement are used herein with the same meanings.
            The Revolving  Loans evidenced by this Revolving
                      Note  are  prepayable in the  amounts,
                      and   under  the  circumstances,   and
                      their   respective   maturities    are
                      subject   to  acceleration  upon   the
                      terms,   set   forth  in  the   Credit
                      Agreement.   This  Revolving  Note  is
                      subject  to,  and should be  construed
                      in  accordance with, the provisions of
                      the  Credit Agreement and is  entitled
                      to   the  benefits  and  security  set
                      forth in the Loan Documents.
     [This Revolving Note shall be deemed to be in complete
substitution for and replacement of, and not a repayment of
the Revolving Note dated November 8, 2001 made by the
Borrower payable to the Lender (the "Prior Revolving Note")
and all interest accrued and unpaid under such Prior
Revolving Note shall be deemed evidenced by this Revolving
Note and payable hereunder from and after the date of
accrual thereof.  The execution and delivery of this
Revolving Note shall not be construed (i) to have
constituted repayment of any amount of principal or interest
on the Prior Revolving Note, or (ii) to release, cancel,
terminate or otherwise impair all or any part of any lien or
security interest granted to the Lenders party to the
Original Credit Agreement or their agents as collateral
security for the Prior Revolving Note.]5
     The Lender is hereby authorized to record on the
     schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, (a) the date of each Revolving
Loan made by the Lender, (b) the class, Type and amount
thereof, (c) the interest rate (without regard to the
Applicable Margin) and Interest Period applicable to each
Eurodollar Loan and (d) the date and amount of each
conversion of, and each payment or prepayment of the
principal of, any such Revolving Loan.  The entries made in
such schedule shall be prima facie evidence of the existence
and amounts of the obligations recorded therein, provided
that the failure to so record or any error therein shall not
in any manner affect the obligation of the Borrower to repay
the Revolving Loans in accordance with the terms of the
Credit Agreement.
            Except as specifically otherwise provided in the
                      Credit  Agreement, the Borrower hereby
                      waives presentment, demand, notice  of
                      dishonor,  protest, notice of  protest
                      and  all  other demands, protests  and
                      notices   in   connection   with   the
                      execution,    delivery,   performance,
                      collection  and  enforcement  of  this
                      Revolving Note.
            THIS REVOLVING  NOTE SHALL BE GOVERNED  BY,  AND
                      CONSTRUED  IN  ACCORDANCE  WITH,   THE
                      LAWS OF THE STATE OF NEW YORK.
                               LIFETIME HOAN CORPORATION

                               By:
                               Name:
                               Title:
                 SCHEDULE TO REVOLVING NOTE

                         Amount of
                         principal   Interest    Interest
                         converted,  rate on     Period for
       Type of  Amount   paid or     Eurodollar  Eurodollar  Notation
Date   Loan     of Loan  prepaid     Loans       Loans       made by





                         EXHIBIT C-2

                   FORM OF SWING LINE NOTE

$7,500,000.00                                July __, 2004
                                             New York, New
York

     FOR VALUE RECEIVED, the undersigned, LIFETIME HOAN
CORPORATION, a Delaware corporation (the "Borrower"), hereby
promises to pay to the order of THE BANK OF NEW YORK (the
"Swing Line Lender") SEVEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($7,500,000.00) or if less, the unpaid principal
amount of the Swing Line Loans made by the Swing Line Lender
to the Borrower, in the amounts and at the times set forth
in the Amended and Restated Credit Agreement, dated as of
July __, 2004, among the Borrower, the Lenders party
thereto, and The Bank of New York, as Administrative Agent
(as the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), and to
pay interest from the date hereof on the principal balance
of such Swing Line Loans from time to time outstanding at
the rate or rates and at the times set forth in the Credit
Agreement, in each case at the office of the Administrative
Agent located at One Wall Street, New York, New York, or at
such other place as the Administrative Agent may specify
from time to time, in lawful money of the United States of
America in immediately available funds.  Terms defined in
the Credit Agreement are used herein with the same meanings.
            The Swing Line  Loans  evidenced by  this  Swing
                      Line   Note  are  prepayable  in   the
                      amounts,  and under the circumstances,
                      and  their  respective maturities  are
                      subject   to  acceleration  upon   the
                      terms,   set   forth  in  the   Credit
                      Agreement.   This Swing Line  Note  is
                      subject  to,  and should be  construed
                      in  accordance with, the provisions of
                      the  Credit Agreement and is  entitled
                      to   the  benefits  and  security  set
                      forth in the Loan Documents.
     The Lender is hereby authorized to record on the
schedule annexed hereto, and any continuation sheets which
the Lender may attach hereto, (a) the date of each Swing
Line Loan, (b) the amount thereof and (c) the date and
amount of each payment or prepayment of the principal of any
such Swing Line Loan.  The entries made in such schedule
shall be prima facie evidence of the existence and amounts
of the obligations recorded therein, provided that the
failure to so record or any error therein shall not in any
manner affect the obligation of the Borrower to repay the
Swing Line Loans in accordance with the terms of the Credit
Agreement.
            Except as specifically otherwise provided in the
                      Credit  Agreement, the Borrower hereby
                      waives presentment, demand, notice  of
                      dishonor,  protest, notice of  protest
                      and  all  other demands, protests  and
                      notices   in   connection   with   the
                      execution,    delivery,   performance,
                      collection  and  enforcement  of  this
                      Swing Line Note.
            THIS SWING  LINE NOTE SHALL BE GOVERNED BY,  AND
                      CONSTRUED  IN  ACCORDANCE  WITH,   THE
                      LAWS OF THE STATE OF NEW YORK.
                               LIFETIME HOAN CORPORATION

                               By:
                               Name:
                               Title:
                   SCHEDULE TO SWING LINE NOTE



                               Amount of
                               principal
                               paid or     Notation
Date       Amount of Loan      prepaid     made by




                            EXHIBIT D


          FORM OF REAFFIRMATION OF GUARANTEE AGREEMENT


                                        July __, 2004

The Bank of New York, Administrative Agent
1401 Franklin Avenue
Garden City, New York 11530
Attn: Edward P. Nallan

Ladies and Gentlemen:

Reference  is  made to (i) the Guarantee Agreement  dated  as  of
November   8,  2001  (the  "Guarantee  Agreement"),   among   the
undersigned   (each,   a   "Guarantor"  and   collectively,   the
"Guarantors"), Lifetime Hoan Corporation (the "Borrower") and The
Bank of New York, as Administrative Agent (in such capacity,  the
"Administrative Agent") for the benefit of the Credit Parties (as
defined  in  the  Original Credit Agreement  referred  to  below)
pursuant to which all loans and extensions of credit made  or  to
be  made  by  such Credit Parties to the Borrower and  all  other
obligations  and  liabilities  of the  Borrower  to  such  Credit
Parties  are  jointly and severally guaranteed by the  Guarantors
and  (ii)  the Credit Agreement dated as of November 8, 2001  (as
heretofore  amended, the "Original Credit Agreement")  among  the
Borrower, the lenders party thereto and the Administrative Agent.

The  Borrower  has entered into the Amended and  Restated  Credit
Agreement  dated  as  of the date hereof (as  amended,  restated,
supplemented or otherwise modified from time to time, the "Credit
Agreement")  among the Borrower, the lenders from  time  to  time
party  thereto  (the  "Lenders") and  the  Administrative  Agent,
pursuant  to  which the Lenders have agreed to amend and  restate
the  Original  Credit Agreement on the terms and  conditions  set
forth therein.  Terms not otherwise defined in this Reaffirmation
shall have the respective meanings ascribed thereto in the Credit
Agreement.

It  is  a  condition to the effectiveness of the Credit Agreement
that  the Guarantors reaffirm their respective obligations  under
the  Guarantee  Agreement.  In order to  induce  the  Lenders  to
execute  the Credit Agreement, each of the Guarantors hereby  (i)
acknowledges  receipt  of a copy of the  Credit  Agreement,  (ii)
consents  to  the  execution  of  the  Credit  Agreement  by  the
Borrower,  (iii) reaffirms all of its agreements and  obligations
under   the   Guarantee  Agreement,  (iv)  reaffirms   that   all
Obligations  of  the  Borrower under or in  connection  with  the
Credit Agreement are "Obligations" as that term is defined in the
Guarantee  Agreement, which Guarantee Agreement remains  in  full
force  and  effect and is hereby ratified and confirmed  and  (v)
agrees that all references in the Guarantee Agreement to (a) "the
Credit  Agreement"  shall  be  deemed  to  refer  to  the  Credit
Agreement and (b) "Loans" shall be deemed to refer to Loans under
the Credit Agreement.

This  Reaffirmation  shall  be  governed  by,  and  construed  in
accordance with, the laws of the State of New York.

This  Reaffirmation may be executed in two or more  counterparts,
each  of  which shall constitute an original, but all  of  which,
when   taken   together,  shall  constitute  but  one  agreement.
Delivery  of  an  executed counterpart of this  Reaffirmation  by
facsimile  transmission shall be as effective as  delivery  of  a
manually executed counterpart of this Reaffirmation.


                                   Very truly yours,

                                   OUTLET RETAIL STORES, INC.

                                   By:
                                   Name:
                                   Title:

                                   ROSHCO, INC.

                                   By:
                                   Name:
                                   Title:

                                   M. KAMENSTEIN CORP.

                                   By:
                                   Name:
                                   Title:


                            EXHIBIT E

           FORM OF REAFFIRMATION OF SECURITY AGREEMENT

                                        July __, 2004

The Bank of New York, Administrative Agent
1401 Franklin Avenue
Garden City, New York 11530
Attn: Edward P. Nallan

Ladies and Gentlemen:

Reference is made (i) the Security Agreement dated as of November
8,  2001 (the "Security Agreement"), among the undersigned (each,
a "Grantor" and collectively, the "Grantors") and The Bank of New
York,   as   Administrative  Agent   (in   such   capacity,   the
"Administrative Agent") for the benefit of the Credit Parties (as
defined  in  the  Original Credit Agreement referred  to  below),
pursuant  to  which all Obligations (as defined in  the  Original
Credit  Agreement) of the Grantors are secured by the  collateral
described  therein  and  (ii) the Credit Agreement  dated  as  of
November  8,  2001  (as heretofore amended, the "Original  Credit
Agreement") among the Lifetime Hoan Corporation (the "Borrower"),
the lenders party thereto and the Administrative Agent.

The  Borrower  has entered into the Amended and  Restated  Credit
Agreement  dated  as  of the date hereof (as  amended,  restated,
supplemented or otherwise modified from time to time, the "Credit
Agreement")  among the Borrower, the lenders from  time  to  time
party  thereto  (the  "Lenders") and  the  Administrative  Agent,
pursuant  to  which the Lenders have agreed to amend and  restate
the  Original  Credit Agreement on the terms and  conditions  set
forth therein.  Terms not otherwise defined in this Reaffirmation
shall have the respective meanings ascribed thereto in the Credit
Agreement.

It  is  a  condition to the effectiveness of the Credit Agreement
that the Grantors reaffirm their respective obligations under the
Security  Agreement.  In order to induce the Lenders  to  execute
the   Credit   Agreement,  each  of  the  Grantors   hereby   (i)
acknowledges  receipt  of a copy of the  Credit  Agreement,  (ii)
consents  to  the  execution  of  the  Credit  Agreement  by  the
Borrower,  (iii) reaffirms all of its agreements and  obligations
under  the  Security  Agreement  and  (iv)  reaffirms  that   all
Obligations  of  the  Borrower under or in  connection  with  the
Credit Agreement are "Obligations" as that term is defined in the
Security  Agreement,  (v)  reaffirms that  all  such  Obligations
continue  to be secured by the Security Agreement, which  remains
in full force and effect and is hereby ratified and confirmed and
(vi) agrees that all references in the Security Agreement to  (a)
"the  Credit  Agreement" shall be deemed to refer to  the  Credit
Agreement  and  (b)  "Loans", "Letter  of  Credit  Exposure"  and
"Bankers Acceptance Exposure" shall be deemed to refer to  Loans,
Letter   of  Credit  Exposure  and  Banker  Acceptance  Exposure,
respectively, under the Credit Agreement.

This  Reaffirmation  shall  be  governed  by,  and  construed  in
accordance with, the laws of the State of New York.

This  Reaffirmation may be executed in two or more  counterparts,
each  of  which shall constitute an original, but all  of  which,
when   taken   together,  shall  constitute  but  one  agreement.
Delivery  of  an  executed counterpart of this  Reaffirmation  by
facsimile  transmission shall be as effective as  delivery  of  a
manually executed counterpart of this Reaffirmation.


                                 Very truly yours,

                                 LIFETIME HOAN CORPORATION

                                 By:
                                 Name:
                                 Title:

                                 OUTLET RETAIL STORES, INC.

                                 By:
                                 Name:
                                 Title:

                                 ROSHCO, INC.

                                 By:
                                 Name:
                                 Title:

                                 M. KAMENSTEIN CORP.

                                 By:
                                 Name:
                                 Title:



_______________________________
1.  Delete inapplicable term(s).
2.  Delete inapplicable term(s).
3.  Delete inapplicable term(s).
4.   Consents  to  be  included to the  extent  required  by
Section 10.04(b) of the Credit Agreement.
5.  5 This paragraph shall be included in the Revolving Note
of  each Lender that is a lender under the November 8,  2001
credit agreement.

