Iri International Corp – ‘10-K’ for 12/31/99 – EX-10.3

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Iri International Corporation                         53    283K 
 2: EX-10.3     Credit Agreement                                      43    180K 
 3: EX-23.1     Consent of Kpmg LLP                                    1      6K 
 4: EX-24       Power of Attorney                                      1      9K 
 5: EX-27.1     Financial Data Schedule                                1      6K 

EX-10.3   —   Credit Agreement
Exhibit Table of Contents

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CREDIT AGREEMENT

      THIS CREDIT AGREEMENT, dated as of December 29, 1999, is between IRI
INTERNATIONAL CORPORATION, a Delaware corporation ("Borrower"), and BANK ONE,   
TEXAS, N.A., a national banking association ("Lender").                         

R E C I T A L S:

        Borrower has requested Lender to extend credit to Borrower in the form
of commercial and standby letters of credit and bank guarantees not to exceed   
an aggregate principal amount of Ten Million and No/100 Dollars                 
($10,000,000.00) at any time outstanding. Lender is willing to make such        
extensions of credit to Borrower upon the terms and conditions hereinafter set  
forth.                                                                          

NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:                

ARTICLE I 

Definitions 

Section 1.1       Definitions.  As used in this Agreement, the
following terms have the following meanings:                                    

              "Advance" means a funding of a Bank Guarantee or a Letter of
Credit, as applicable, pursuant to Article III.               

                "Affiliate" means, as to any Person, any other Person (i) that
      directly or indirectly, through one or more intermediaries, controls
    or is controlled by, or is under common control with, such Person;
  (ii) that directly or indirectly beneficially owns or holds five
      percent (5%) or more of any class of voting stock of such Person; or
 (iii) five percent (5%) or more of the voting stock of which is
    directly or indirectly beneficially owned or held by the Person in
question. The term "control" means the possession, directly or
indirectly, of the power to direct or cause direction of the  
       management and policies of a Person, whether through the ownership of
        voting securities, by contract, or otherwise; provided, however, in no
     event shall Lender be deemed an Affiliate of Borrower or any of its
Subsidiaries.                                                 

              "Bank Guarantee Application" means an application for a bank
        guarantee and reimbursement agreement, in a form acceptable to Lender,
properly completed and signed by Borrower.                    

                "Bank Guarantee Liabilities" means, at any time, the aggregate
face amount of all outstanding Bank Guarantees.               

               "Bank Guarantee" means a Guaranty provided by the Lender or a
      Lending Installation for the benefit of Borrower pursuant to Article
II.                                                           

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                "Business Day" means any day on which commercial banks are not
authorized or required to close in Houston, Texas.            

             "Capitalization" means, at any particular time, all amounts
      which, in conformity with GAAP, would be included as debt and equity
   on a consolidated balance sheet of Borrower and its Subsidiaries.

               "Chinese Petroleum Corp. Letter of Credit" means that certain
     letter of credit issued by Lender to Chinese Petroleum Corp. in the
amount of $48,781.00, expiring September, 2001.               

             "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated and rulings issued thereunder.

            "Commercial Letter of Credit" means a commercial letter of
 credit issued by Lender for the account of Borrower pursuant to
Article II.                                                   

              "Commitment" means the obligation of Lender to issue Letters
 of Credit and provide Bank Guarantees hereunder in an aggregate
      principal amount at any time outstanding up to but not exceeding Ten
Million and No/100 Dollars ($10,000,000.00).                  

            "Consolidated Tangible Net Worth" means, at any particular
        time, all amounts which, in conformity with GAAP, would be included as
      stockholders' equity on a consolidated balance sheet of Borrower and
the Subsidiaries; provided, however, there shall be subtracted
        therefrom: (i) any amount at which shares of capital stock of Borrower
appear as an asset on Borrower's balance sheet, (ii) goodwill,
      including any amounts, however designated, that represent the excess
        of the purchase price paid for assets or stock over the value assigned
       thereto, (iii) patents, trademarks, trade names, and copyrights, (iv)
deferred expenses, (v) loans and advances to any stockholder, 
     director, officer, or employee of Borrower or any Subsidiary or any
       Affiliate, and (vi) all other assets which are properly classified as
intangible assets.                                            

    "Debt" means as to any Person at any time (without
      duplication): (i) all obligations of such Person for borrowed money,
(ii) all obligations of such Person evidenced by bonds, notes,
    debentures, or other similar instruments, (iii) all obligations of
such Person to pay the deferred purchase price of property or 
       services, except trade accounts payable of such Person arising in the
        ordinary course of business which are not past due by more than ninety
     (90) days unless such trade accounts payable are being contested in
     good faith by appropriate proceedings, (iv) all obligations of such
       Person under any lease which, in conformity with GAAP, is required to
        be capitalized for balance sheet purposes, (v) all obligations of such
     Person under guaranties, endorsements (other than for collection or
   deposit in the ordinary course of business), assumptions or other
    contingent obligations, in respect of, or to purchase or otherwise
acquire, any Debt,                                            

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      (vi) all obligations secured by a Lien existing on property owned by
       such Person, whether or not the obligations secured thereby have been
  assumed by such Person or are non-recourse to the credit of such
     Person, (vii) all reimbursement obligations of such Person (whether
    contingent or otherwise) in respect of letters of credit, bankers'
        acceptances, surety or other bonds and similar instruments, and (viii)
the Commitment.                                               

             "Default Rate" means the lesser of (a) the Maximum Rate or,
      (b) the sum of the Prime Rate in effect from day to day plus one and
one-half percent (1-1/2 %).                                   

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

            "Environmental Laws" means any and all federal, state, and
 local laws, regulations, and requirements pertaining to health,
safety, or the environment, including, without limitation, the
      Comprehensive Environmental Response, Compensation and Liability Act
        of 1980, 42 U.S.C. Section 9601 et seq., the Resource Conservation and
        Recovery Act of 1976, 42 U.S.C. Section 6901 et seq., the Occupational
     Safety and Health Act, 29 U.S.C. Section 651 et seq., the Clean Air
     Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C.
   Section 1251 et seq., the Toxic Substances Control Act, 15 U.S.C.
Section 2601 et seq., and all similar laws, regulations, and  
requirements of any governmental authority or agency having   
jurisdiction over Borrower or any Subsidiary or any of their  
 respective properties or assets, as such laws, regulations, and
requirements may be amended or supplemented from time to time.

              "ERISA" means the Employee Retirement Income Security Act of
       1974, as amended from time to time, and the regulations and published
interpretations thereunder.                                   

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

               "Event of Default" has the meaning specified in Section 12.1.

                "GAAP" means generally accepted accounting principles, applied
   on a consistent basis, as set forth in Opinions of the Accounting
Principles Board of the American Institute of Certified Public
        Accountants and/or in statements of the Financial Accounting Standards
      Board and/or their respective successors and which are applicable in
     the circumstances as of the date in question. Accounting principles
    are applied on a "consistent basis" when the accounting principles
      observed in a current period are comparable in all material respects
     to those accounting principles applied in a preceding period (other
   than any change in accounting principles required or suggested in
       Opinions of the Accounting Principles Board of the American Institute
       of Certified Public Accountants and/or in statements of the Financial
Accounting Standards Board and/or                             

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their respective successors and which are applicable in the   
circumstances as of the date in question.)                    

            "Hazardous Substance" means any substance, product, waste,
   pollutant, material, chemical, contaminant, constituent, or other
        material which is or becomes listed, regulated, or addressed under any
        Environmental Law, including, without limitation, asbestos, petroleum,
and polychlorinated biphenyls.                                

                "Lending Installation" means the office, branch, subsidiary or
 affiliate of Lender selected by Lender pursuant to Section 2.6.

             "Letter of Credit" means any Commercial Letter of Credit or
Standby Letter of Credit.                                     

        "Letter of Credit Liabilities" means, at any time, the
aggregate face amount of all outstanding Letters of Credit.   

              "Letter of Credit Master Agreement" means the Standby Letter
       of Credit Master Agreement and the Commercial Letter of Credit Master
  Agreement from time to time entered into by the Borrower and the
       Lender, each substantially in the form attached hereto as Exhibit "C"
and Exhibit "D," except as modified by Section 11.4 hereof.   

         "Letter of Credit Request Form" means a certificate, in
    substantially the form of Exhibit B hereto, properly completed and
        signed by Borrower requesting issuance of a Letter of Credit, together
       with such applications and agreements as Lender shall customarily use
in connection with issuance of letters of credit.             

               "Lien" means any lien, mortgage, security interest, tax lien,
 financing statement, pledge, charge, hypothecation, assignment,
  preference, priority, or other encumbrance of any kind or nature
    whatsoever (including, without limitation, any conditional sale or
       title retention agreement), whether arising by contract, operation of
law, or otherwise.                                            

          "Loan Documents" means this Agreement and all promissory
notes, security agreements, deeds of trust, assignments, bank 
   guarantees, letters of credit, guaranties, and other instruments,
    documents, and agreements executed and delivered pursuant to or in
     connection with this Agreement, as such instruments, documents, and
agreements may be amended, modified, renewed, extended, or    
supplemented from time to time.                               

               "Material Adverse Effect" means a material adverse effect (i)
 on the consolidated business operations, financial condition or
        properties of the Borrower and its Subsidiaries, taken as a whole, and
    (ii) on the ability of Borrower to pay and perform its obligations
under the Loan Documents to which it is a party.              

               "Maximum Rate" means the maximum rate of nonusurious interest
      permitted from day to day by applicable law, including as to Chapter
346 of the Texas Finance                                      

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       Code (and as the same may be incorporated by reference in other Texas
       statutes), but otherwise without limitation, that rate based upon the
       "indicated rate ceiling" and calculated after taking into account any
      and all relevant fees, payments, and other charges in respect of the
      Loan Documents which are deemed to be interest under applicable law.

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

             "Note" means the promissory note of Borrower payable to the
     order of Lender, in substantially the form of Exhibit A hereto, and
all extensions, renewals and modifications thereof.           

           "Obligated Party" means or any Person who is or becomes a
party to any agreement that guarantees or secures payment and 
performance of the Obligations or any part thereof.           

        "Obligations" means all obligations, indebtedness, and
       liabilities of Borrower to Lender, now existing or hereafter arising,
  whether direct, indirect, related, unrelated, fixed, contingent,
 liquidated, unliquidated, joint, several, or joint and several,
       arising under this Agreement and the other Loan Documents (including,
        without limitation, Borrower's contingent reimbursement obligations in
     respect of Bank Guarantees and Letters of Credit), and all interest
      accruing thereon and all attorneys' fees and other expenses incurred
in the enforcement or collection thereof.                     

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

             "Person" means any individual, corporation, business trust,
association, company, partnership, joint venture, governmental
authority, or other entity.                                   

                "Plan" means any employee benefit or other plan established or
       maintained by Borrower or any ERISA Affiliate and which is covered by
Title IV of ERISA.                                            

                "Prime Rate" means a rate per annum equal to the prime rate of
        interest announced from time to time by Lender or its parent (which is
    not necessarily the lowest rate charged to any customer), changing
when and as said prime rate changes.                          

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

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

               "Regulatory Change" means, with respect to Lender, any change
      after the date of this Agreement in United States federal, state, or
foreign laws or regulations (including                        

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Regulation D) or the adoption or making after such date of any
       interpretations, directives, or requests applying to a class of banks
     including Lender of or under any United States federal or state, or
      any foreign, laws or regulations (whether or not having the force of
      law) by any court or governmental or monetary authority charged with
the interpretation or administration thereof.                 

                "Regulation D" means Regulation D of the Board of Governors of
       the Federal Reserve System as the same may be amended or supplemented
from time to time.                                            

                "RICO" means the Racketeer Influenced and Corrupt Organization
Act of 1970, as amended from time to time.                    

            "Standby Letter of Credit" means standby letters of credit
      issued by Lender for the account of Borrower pursuant to Article II.

            "Subsidiary" means any corporation or entity of which more
       than fifty percent (50%) of (i) the issued and outstanding securities
having ordinary voting power for the election of a majority of
        directors, or (ii) in the case of an entity that is not a corporation,
of the equity interests is owned or controlled, directly or   
indirectly, by Borrower, by Borrower and one or more other    
Subsidiaries, or by one or more other Subsidiaries.           

            "Termination Date" means 11:00 A.M. Houston, Texas time on
 December 29, 2000, or such earlier date on which the Commitment
terminates as provided in this Agreement.                     

 Section 1.2      Other Definitional Provisions. All definitions
contained in this Agreement are equally applicable to the singular and plural   
forms of the terms defined. The words "hereof," "herein," and "hereunder" and   
words of similar import referring to this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement. Unless otherwise   
specified, all Article and Section references pertain to this Agreement. All    
accounting terms not specifically defined herein shall be construed in          
accordance with GAAP. Terms used herein that are defined in the Uniform         
Commercial Code as adopted by the State of Texas, unless otherwise defined      
herein, shall have the meanings specified in the Uniform Commercial Code as     
adopted by the State of Texas.                                                  

ARTICLE II

Bank Guarantees and Letters of Credit 

Section 2.1      Bank Guarantees and Letters of Credits.      

                 (a)      Subject to the terms and conditions of this Agreement,
    Lender agrees to issue one or more Letters of Credit and agrees to
       cause a Lending Installation to issue one or more Bank Guarantees for
the account of Borrower from time to time from the            

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       date hereof to and including the Termination Date; provided, however,
that the aggregate amount of the outstanding Bank Guarantee   
        Liabilities and the Letter of Credit Liabilities shall not at any time
exceed an amount equal to the Commitment.                     

                (b)    Each Commercial Letter of Credit shall have an expiration
     date not to exceed one year and each Standby Letter of Credit shall
       have an expiration date not to exceed one and a half years, no Letter
     of Credit shall have an expiration date beyond six months after the
    Termination Date (except for the Chinese Petroleum Corp. Letter of
 Credit), must support a transaction that is entered into in the
        ordinary course of Borrower's business, must otherwise be satisfactory
       in form and substance to Lender, and shall be issued pursuant to such
    documents and instruments (including, without limitation, Lender's
   standard application for issuance of letters of credit as then in
       effect) as Lender may require. Notwithstanding the foregoing, Letters
 of Credit in the aggregate of up to $500,000 may be issued with
     expiration dates later than six months beyond the Termination Date,
 with customary evergreen provisions, provided however that such
      Letters of Credit shall be cash collateralized as of the Termination
Date.                                                         

                (c)   Each Bank Guarantee shall have an expiration date not to
      exceed one year, shall not have an expiration date beyond six months
       after the Termination Date must support a transaction that is entered
       into in the ordinary course of Borrower's business, must otherwise be
satisfactory in form and substance to the applicable Lending  
  Installation, and shall be issued pursuant to such documents and
    instruments (including, without limitation, the applicable Lending
        Installation's standard application for issuance of bank guarantees as
     then in effect) as the applicable Lending Installation may require.

    Section 2.2   Procedure for Issuing Bank Guarantees and Letters of
Credit. Each Bank Guarantee and Letter of Credit shall be issued on at least    
three Business Days' prior notice from Borrower to Lender by means of a Bank    
Guarantee Application or Letter of Credit Request Form, as applicable,          
describing the transaction proposed to be supported thereby and specifying (a)  
the date on which such Bank Guarantee or Letter of Credit, as applicable, is to 
be issued (which shall be a Business Day) and the face amount thereof, (b) the  
name and address of the beneficiary, (c) the expiration date of such Bank       
Guarantee or Letter of Credit and (d) and if a Letter of Credit, (i) whether    
such Letter of Credit shall permit a single drawing or multiple drawings, (ii)  
the conditions permitting the drawing or drawings thereunder, (iii) whether the 
draft thereunder shall be a sight or time draft and, if the latter, the date    
when the draft shall be payable, and (iv) the form of the draft and any other   
documents required to be presented at the time of any drawing (such notice to   
set forth the exact wording of such documents or to attach copies thereof).     
Lender at its option may accept telephonic requests for Bank Guarantees or      
Letters of Credit, provided that such acceptance shall not constitute a waiver  
of Lender's right to require delivery of a Bank Guarantee Application or Letter 
of Credit Request Form, as applicable, in connection with subsequent Bank       
Guarantees or Letters of Credit provided hereunder. Any telephonic request for  
a Bank Guarantee or Letter of Credit by Borrower shall be promptly confirmed by 
submission of a properly completed Bank Guarantee Application or Letter of      
Credit Request Form, as applicable, to Lender. Upon fulfillment of the          
applicable                                                                      

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conditions precedent in Article VI, Lender shall make, or shall cause a Lending 
Installation to make, if applicable, the applicable Bank Guarantee or Letter of 
Credit available to Borrower or, if so requested by Borrower, to the            
beneficiary of such Bank Guarantee or Letter of Credit.                         

Section 2.3      Fees.                                        

               (a)      Bank Guarantee and Commercial Letter of Credit Fees.
        Borrower shall pay to Lender a Bank Guarantee fee or Commercial Letter
   of Credit fee equal to the greater of (i) $250; or (ii) an amount
     equal to seventy-five hundredths of one percent (.75%) per annum of
  the stated amount of such Bank Guarantee or Commercial Letter of
       Credit, for the period during which such Bank Guarantee or Commercial
       Letter of Credit will remain outstanding, based on a 365 day year and
      the actual number of days elapsed, plus all expenses incurred by the
 Lender arising from the issuance thereunder. Said fees shall be
   payable quarterly in arrears on the 29th day of each March, June,
September and December during the term hereof.                

              (b)      Standby Letter of Credit Fee. Borrower shall pay to
         Lender a Standby Letter of Credit fee equal to the greater of (i) $300;
   or (ii) an amount equal to seventy-five hundredths of one percent
         (.75%) per annum of the stated amount of such Standby Letter of Credit,
       for the period during which such Standby Letter of Credit will remain
    outstanding, based on a 365 day year and the actual number of days
    elapsed, plus all expenses incurred by the Lender arising from the
      issuance thereunder. Said fees shall be payable quarterly in arrears
        on the 29th day of each March, June, September and December during the
term hereof.                                                  

             (c)      Customary Fees and Expenses. Borrower shall pay to
    Lender all customary fees and expenses incurred by the Lender or a
     Lending Installation, as applicable, related to the issuance and/or
      Advance of all Bank Guarantees and Letters of Credit, which fees and
   expenses shall be billed by Lender to Borrower quarterly, and due
within 30 days of receipt thereof.                            

    Section 2.4      Obligations Absolute. The obligations of Borrower
under this Agreement and the other Loan Documents (including without limitation 
the obligation of Borrower to reimburse Lender for draws under any Bank         
Guarantee or Letter of Credit) shall be absolute, unconditional, and            
irrevocable, and shall be performed strictly in accordance with the terms of    
this Agreement and the other Loan Documents under all circumstances whatsoever, 
including without limitation the following circumstances:                       

             (a)      Any lack of validity or enforceability of any Bank
Guarantee or Letter of Credit or any other Loan Document;     

       (b)      Any amendment or waiver of or any consent to
departure from any Loan Document;                             

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            (c)     The existence of any claim, set-off, counterclaim,
     defense or other rights which Borrower, any Obligated Party, or any
       other Person may have at any time against any beneficiary of any Bank
        Guarantee or Letter of Credit, Lender, or any other Person, whether in
  connection with this Agreement or any other Loan Document or any
unrelated transaction;                                        

           (d)     Any statement, draft, or other document presented
    under any Bank Guarantee or 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 whatsoever; 

              (e)     Payment by Lender under any Bank Guarantee or Letter
        of Credit against presentation of a draft or other document which does
       not comply with the terms of such Bank Guarantee or Letter of Credit;
or                                                            

         (f)     Any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.               

        Section 2.5     Limitation of Liability. Borrower assumes all risks of
the acts or omissions of any beneficiary of any Bank Guarantee or Letter of     
Credit with respect to its use of such Bank Guarantee or Letter of Credit.      
Neither Lender nor a Lending Installation nor any of their officers or          
directors shall have any responsibility or liability to Borrower or any other   
Person for: (a) the failure of any draft to bear any reference or adequate      
reference to any Bank Guarantee or Letter of Credit, or the failure of any      
documents to accompany any draft at negotiation, or the failure of any Person   
to surrender or to take up any Bank Guarantee or Letter of Credit or to send    
documents apart from drafts as required by the terms of any Bank Guarantee or   
Letter of Credit, or the failure of any Person to note the amount of any        
instrument on any Bank Guarantee or Letter of Credit, each of which             
requirements, if contained in any Bank Guarantee or Letter of Credit itself, it 
is agreed may be waived by Lender or a Lending Installation, as applicable, (b) 
errors, omissions, interruptions, or delays in transmission or delivery of any  
messages, (c) the validity, sufficiency, or genuineness of any draft or other   
document, or any endorsement(s) thereon, even if any such draft, document or    
endorsement should in fact prove to be in any and all respects invalid,         
insufficient, fraudulent, or forged or any statement therein is untrue or       
inaccurate in any respect, (d) the payment by the Lender or a Lending           
Installation, as applicable, to the beneficiary of any Bank Guarantee or Letter 
of Credit against presentation of any draft or other document that does not     
comply with the terms of the Bank Guarantee or Letter of Credit, or (e) any     
other circumstance whatsoever in making or failing to make any payment under a  
Bank Guarantee or Letter of Credit. Borrower shall have a claim against Lender  
or a Lending Installation, as applicable, and Lender or a Lending Installation, 
as applicable, shall be liable to Borrower, to the extent of any direct, but    
not consequential, damages suffered by Borrower which Borrower proves in a      
final nonappealable judgment were caused by (i) Lender's or a Lending           
Installation's, as applicable, willful misconduct or gross negligence in        
determining whether documents presented under any Bank Guarantee or Letter of   
Credit complied with the terms thereof or (ii) Lender's or a Lending            

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Installation's, as applicable, willful failure to pay under any Bank Guarantee  
or Letter of Credit or after presentation to it of documents strictly complying 
with the terms and conditions of such Bank Guarantee or Letter of Credit.       
Lender or a Lending Installation, as applicable, may accept documents that      
appear on their face to be in order, without responsibility for further         
investigation, regardless of any notice or information to the contrary.         

Section 2.6    Lending Installations. Lender may book any Bank
Guarantees and Letters of Credit at any Lending Installation selected by Lender 
and change its Lending Installations from time to time. All terms of this       
Agreement shall apply to any such Lending Installation and the Bank Guarantees, 
Letters of Credit, and the Note shall be held by the Lender for the benefit of  
the Lending Installation, as applicable. Lender may designate replacement or    
additional Lending Installations through which Bank Guarantees or Letters of    
Credit may be issued and for whose accounts payments on Advances with respect to
such Bank Guarantees or Letters of Credit are to be made.                       

        Section 2.7    Account with Lender. During the term of this Agreement,
Borrower shall maintain its primary deposit accounts and cash management        
services with Lender.                                                           

ARTICLE III 

Advances

   Section 3.1    Advances. (a) Each payment by Lender pursuant to a
drawing under a Bank Guarantee or Letter of Credit shall constitute and be      
deemed an Advance by Lender to Borrower under the Note and this Agreement as of 
the day and time such payment is made by Lender and in the amount of such       
payment.                                                                        

  (b)      Borrower will be deemed to have made an Advance if at the
Termination Date there are any Letters of Credit or Bank Guarantees outstanding 
that have an expiration beyond the Termination Date and that have not been cash 
collateralized.                                                                 

(c)      Subject to the terms and provisions of this Agreement, 
Borrower may borrow (by way of Advances pursuant to subsections (a) and (b)     
above), repay, and reborrow (by way of Advances pursuant to subsections (a) and 
(b) above) hereunder.                                                           

       Section 3.2     Repayment of Advances.  Borrower shall repay the unpaid
principal amount of all Advances on demand, and if not demanded by the Lender,  
at the Termination Date                                                         

      Section 3.3    Interest. The unpaid principal amount of the Advances
shall bear interest prior to maturity at a varying rate per annum equal from    
day to day to the lesser of (a) the Maximum Rate, or (b) the Prime Rate, each   
such change in the rate of interest charged on the Advances to become           
effective, without notice to Borrower, on the effective date of each change in  
the Prime Rate or the Maximum Rate, as the case may be; provided, however, if   
at any time the rate of interest specified in clause (b) preceding shall exceed 
the Maximum Rate, thereby                                                       

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causing the interest on the Advances to be limited to the Maximum Rate, then    
any subsequent reduction in the Prime Rate shall not reduce the rate of         
interest on the Advances below the Maximum Rate until the aggregate amount of   
interest accrued on the Advances equals the aggregate amount of interest which  
would have accrued on the Advances if the interest rate specified in clause (b) 
preceding had at all times been in effect. If repayment of any Advance is not   
made within 10 days of the demand therefor pursuant to Section 3.3 hereof, the  
unpaid principal amount of such Advance shall bear interest at the Default      
Rate.                                                                           

ARTICLE IV

Payments

Section 4.1      Method of Payment. All payments of principal,
interest, and other amounts to be made by Borrower under this Agreement, the    
Note, and the other Loan Documents shall be made to Lender at its office at     
Bank One Center, 910 Travis, Houston, Texas 77002, without setoff, deduction,   
or counterclaim, in Dollars and in immediately available funds. Borrower shall, 
at the time of making each such payment, specify to Lender the sums payable by  
Borrower under this Agreement, the Note, or other Loan Document to which such   
payment is to be applied (and in the event Borrower fails to so specify, or if  
an Event of Default has occurred and is continuing, Lender may apply such       
payment to the Obligations in such order and manner as it may elect in its sole 
discretion). Whenever any payment under this Agreement, the Note, or any other  
Loan Document shall be stated to be due on a day that is not a Business Day,    
such payment may be made on the next succeeding Business Day, and such          
extension of time shall in such case be included in the computation of the      
payment of interest and commitment fee, as the case may be.                     

        Section 4.2      Computation of Interest. Interest on the indebtedness
evidenced by the Note shall be computed on the basis of a year of 365 days and  
the actual number of days elapsed (including the first day but excluding the    
last day) unless such calculation would result in a usurious rate, in which     
case interest shall be calculated on the basis of a year of 365 or 366 days, as 
the case may be.                                                                

      Section 4.3      Capital Adequacy. If, after the date hereof, Lender
shall have determined that the adoption of any applicable law, rule or          
regulation regarding capital adequacy, or any change therein, or any change in  
the interpretation or administration thereof by any governmental authority,     
central bank or comparable agency charged with the interpretation or            
administration thereof, or compliance by Lender (or its parent) with any        
request or directive regarding capital adequacy (whether or not having the      
force of law) of any such authority, central bank or comparable agency, has or  
would have the effect of reducing the rate of return on Lender's (or its        
parent's) capital as a consequence of its obligations hereunder or the          
transactions contemplated hereby to a level below that which Lender (or its     
parent) could have achieved but for such adoption, change or compliance (taking 
into consideration Lender's policies with respect to capital adequacy) by an    
amount deemed by Lender to be material, then from time to time, within ten (10) 
Business Days after demand by Lender, Borrower shall pay to Lender such         

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additional amount or amounts as will compensate Lender (or its parent) for such 
reduction. A certificate of Lender claiming compensation under this Section and 
setting forth the additional amount or amounts to be paid to it hereunder shall 
be conclusive, provided that the determination thereof is made on a reasonable  
basis. In determining such amount or amounts, Lender may use any reasonable     
averaging and attribution methods.                                              

       Section 4.4      Additional Costs in Respect of Letters of Credit. If
as a result of any Regulatory Change there shall be imposed, modified, or       
deemed applicable any tax, reserve, special deposit, or similar requirement     
against or with respect to or measured by reference to Letters of Credit issued 
or to be issued hereunder or Lender's Commitment to issue Letters of Credit     
hereunder, and the result shall be to increase the cost to Lender of issuing or 
maintaining any Letter of Credit or its Commitment to issue Letters of Credit   
hereunder or reduce any amount receivable by Lender hereunder in respect of any 
Letter of Credit (which increase in cost, or reduction in amount receivable,    
shall be the result of Lender's reasonable allocation of the aggregate of such  
increases or reductions resulting from such event), then, upon demand by        
Lender, Borrower agrees to pay Lender, from time to time as specified by        
Lender, such additional amounts as shall be sufficient to compensate Lender for 
such increased costs or reductions in amount. A statement as to such increased  
costs or reductions in amount incurred by Lender, submitted by Lender to        
Borrower, shall be conclusive as to the amount thereof, provided that the       
determination thereof is made on a reasonable basis.                            

ARTICLE V 

Conditions Precedent

  Section 5.1      Initial Bank Guarantee or Letter of Credit. The
obligation of Lender to provide an initial Bank Guarantee or Letter of Credit   
is subject to the condition precedent that Lender shall have received on or     
before the day of such Bank Guarantee or Letter of Credit, all of the           
following, each dated (unless otherwise indicated) the date hereof, in form and 
substance satisfactory to Lender:                                               

                (a)      Resolutions. Resolutions of the Board of Directors of
     Borrower certified by its Secretary or an Assistant Secretary which
        authorize the execution, delivery, and performance by Borrower of this
      Agreement and the other Loan Documents to which Borrower is or is to
be a party;                                                   

              (b)      Incumbency Certificate. A certificate of incumbency
  certified by the Secretary or an Assistant Secretary of Borrower
     certifying the names of the officers of Borrower authorized to sign
       this Agreement and each of the other Loan Documents to which Borrower
 is or is to be a party (including the certificates contemplated
herein) together with specimen signatures of such officers;   

     (c)      Articles of Incorporation. The articles of
        incorporation of Borrower certified by the Secretary of State of state
of incorporation of Borrower and dated within                 

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   ten (10) days prior to the date of such initial Bank Guarantee or
Letter of Credit.                                             

          (d)      Bylaws. The bylaws of Borrower certified by the
Secretary or an Assistant Secretary of Borrower;              

          (e)      Governmental Certificates.  Certificates of the
   appropriate government officials of the state of incorporation of
        Borrower as to the existence and good standing of Borrower, each dated
within 10 days prior to the date of the initial Advance;      

(f)      Note.  The Note executed by Borrower;

               (g)      UCC Search. The results of a Uniform Commercial Code
search showing all financing statements and other documents or
        instruments on file against Borrower in the office of the Secretary of
       State of Delaware and the Secretary of State of Texas, such search to
     be as of a date no more than ten (10) days prior to the date of the
initial Bank Guarantee or Letter of Credit; and               

                (h)      Attorneys' Fees and Expenses. Evidence that the costs
       and expenses (including attorneys' fees) referred to in Section 11.1,
   to the extent incurred, shall have been paid in full by Borrower.

Section 5.2      All Bank Guarantees or Letters of Credit. The
obligation of Lender to provide any Bank Guarantee or issue any Letter of       
Credit, (including the initial Bank Guarantee and the initial Letter of Credit) 
is subject to the following additional conditions precedent:                    

          (a)      Request for Bank Guarantee or Letter of Credit.
   Lender shall have received in accordance with Section 2.2, a Bank
        Guarantee Application or Letter of Credit Request Form, dated the date
of such Bank Guarantee or Letter of Credit, and executed by an
      authorized officer of Borrower, all of the statements in which shall
be true and correct on and as of such date; and               

               (b)      Additional Documentation. Lender shall have received
    such additional approvals, opinions, or documents as Lender or its
legal counsel, Winstead Sechrest & Minick P.C., may request.  

ARTICLE VI

Representations and Warranties

        To induce Lender to enter into this Agreement, Borrower represents and
warrants to Lender that:                                                        

        Section 6.1      Corporate Existence. Borrower and each Subsidiary (a)
is a corporation duly organized, validly existing, and in good standing under   
the laws of the jurisdiction of its                                             

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incorporation; (b) has all requisite corporate power and authority to own its   
assets and carry on its business as now being or as proposed to be conducted;   
and (c) is qualified to do business in all jurisdictions in which the nature of 
its business makes such qualification necessary and where failure to so qualify 
would reasonably be expected to have a Material Adverse Effect. Borrower has    
the corporate power and authority to execute, deliver, and perform its          
obligations under this Agreement and the other Loan Documents to which it is or 
may become a party.                                                             

  Section 6.2      Financial Statements. Borrower has delivered to
Lender audited consolidated financial statements of Borrower and its            
Subsidiaries as at and for the fiscal year ended December 31, 1998, and         
unaudited consolidated financial statements of Borrower and its Subsidiaries    
for the nine-month period ended September 30, 1999. Such financial statements   
are true and correct, have been prepared in accordance with GAAP (except as     
disclosed therein), and fairly and accurately present, on a consolidated basis, 
the financial condition of Borrower and its Subsidiaries as of the respective   
dates indicated therein and the results of operations for the respective        
periods indicated therein. Neither Borrower nor any of its Subsidiaries has any 
material contingent liabilities, liabilities for taxes, material forward or     
long-term commitments, or unrealized or anticipated losses from any unfavorable 
commitments not reflected in such financial statements. There has been no       
material adverse change in the business, condition (financial or otherwise),    
operations, prospects, or properties of Borrower or any of its Subsidiaries     
since the effective date of the most recent financial statements referred to in 
this Section.                                                                   

        Section 6.3      Corporate Action; No Breach. The execution, delivery,
and performance by Borrower of this Agreement and the other Loan Documents to   
which Borrower is or may become a party have been duly authorized by all        
requisite action on the part of Borrower and do not and will not violate or     
conflict with the articles of incorporation or bylaws of Borrower or any law,   
rule, or regulation or any order, writ, injunction, or decree of any court,     
governmental authority, or arbitrator, and do not and will not conflict with,   
result in a breach of, or constitute a default under, or result in the creation 
or imposition of any Lien upon any of the revenues or assets of Borrower or any 
Subsidiary pursuant to the provisions of any indenture, mortgage, deed of       
trust, security agreement, franchise, permit, license, or other instrument or   
agreement by which Borrower or any Subsidiary or any of their respective        
properties is bound, except for violations, conflicts, breaches or defaults     
which would not reasonably be expected to have a Material Adverse Effect.       

  Section 6.4      Operation of Business. Borrower and each of its
Subsidiaries possess all licenses, permits, franchises, patents, copyrights,    
trademarks, and trade names, or rights thereto, to conduct their respective     
businesses substantially as now conducted and as presently proposed to be       
conducted except where failure to have such licenses, permits, franchises,      
patents, copyrights, trademarks and tradenames and rights thereto would not     
reasonably be expected to have a Material Adverse Effect, and Borrower and each 
of its Subsidiaries are not in violation of any valid rights of others with     
respect to any of the foregoing, except where such violation would not          
reasonably be expected to have a Material Adverse Effect.                       

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   Section 6.5      Litigation and Judgments. Except as disclosed on
Schedule 1 hereto, there is no action, suit, investigation, or proceeding       
before or by any court, governmental authority, or arbitrator pending or, to    
the knowledge of Borrower, threatened against or affecting Borrower or any      
Subsidiary, that would, if adversely determined (taking into account the        
probable nature and scope of the remedy therein), be reasonably expected to     
have a Material Adverse Effect. There are no outstanding judgments against      
Borrower or any Subsidiary.                                                     

 Section 6.6      Rights in Properties; Liens. Borrower and each
Subsidiary have good and indefeasible title to or valid leasehold interests in  
their respective properties and assets, real and personal, including the        
properties, assets, and leasehold interests reflected in the financial          
statements described in Section 6.2, except for encumbrances including          
covenants, restrictions, rights, easements and minor irregularities in title    
which would not reasonably be expected to have a Material Adverse Effect, and   
none of the properties, assets, or leasehold interests of Borrower or any       
Subsidiary is subject to any Lien that is prohibited by Section 8.1.            

      Section 6.7      Enforceability. This Agreement constitutes, and the
other Loan Documents to which Borrower is party, when delivered, shall          
constitute the legal, valid, and binding obligations of Borrower, enforceable   
against Borrower in accordance with their respective terms, except as limited   
by bankruptcy, insolvency, or other laws of general application relating to the 
enforcement of creditors' rights.                                               

        Section 6.8      Approvals. No authorization, approval, or consent of,
and no filing or registration with, any court, governmental authority, or third 
party is or will be necessary for the execution, delivery, or performance by    
Borrower of this Agreement and the other Loan Documents to which Borrower is or 
may become a party or the validity or enforceability thereof.                   

     Section 6.9      Debt.  Borrower and its Subsidiaries have no Debt,
except as disclosed on Schedule 2 hereto.                                       

     Section 6.10     Taxes. (a) Borrower and each Subsidiary have filed
all tax returns (federal, state, and local) required to be filed, including all 
income, franchise, employment, property, and sales taxes, and have paid all of  
their respective liabilities for taxes, assessments, governmental charges, and  
other levies that are due and payable, and (b) Borrower knows of no pending     
investigation of Borrower or any Subsidiary by any taxing authority or of any   
pending but unassessed tax liability of Borrower or any Subsidiary except where 
failure to file such returns, pay such liabilities or where such pending        
investigation (taking into account the probable nature and scope of the         
remedy), would result in a pending unassessed tax liability, the amount of      
which would not reasonably be expected to have a Material Adverse Effect. The   
federal income tax liability of Borrower and its Subsidiaries has been audited  
by the Internal Revenue Service and has been finally determined and satisfied   
for all taxable years up to and including the taxable year ending December 31,  
1998.                                                                           

       Section 6.11     Use of Proceeds; Margin Securities. Neither Borrower
nor any Subsidiary is engaged principally, or as one of its important           
activities, in the business of extending credit for                             

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the purpose of purchasing or carrying margin stock (within the meaning of       
Regulations T, U, or X of the Board of Governors of the Federal Reserve         
System), and no part of the proceeds of any extension of credit under this      
Agreement will be used to purchase or carry any such margin stock or to extend  
credit to others for the purpose of purchasing or carrying margin stock.        

    Section 6.12     ERISA. Borrower and each Subsidiary have complied
with all applicable minimum funding requirements and all other applicable and   
material requirements of ERISA and there are no existing conditions that would  
reasonably be expected to have a Material Adverse Effect. No Reportable Event   
has occurred in connection with any Plan that might constitute grounds for the  
termination thereof by the PBGC or for the appointment by the appropriate       
United States District Court of a trustee to administer such Plan.              

 Section 6.13     Disclosure. No statement, information, report,
representation, or warranty made by Borrower in this Agreement or in any other  
Loan Document or furnished to Lender in writing in connection with this         
Agreement or any transaction contemplated hereby contains any untrue statement  
of a material fact or omits to state any material fact necessary to make the    
statements herein or therein not misleading.                                    

        Section 6.14     Subsidiaries. Borrower has no Subsidiaries other than
those listed on Schedule 3 hereto, and Schedule 3 sets forth the jurisdiction   
of incorporation of each Subsidiary and the percentage of Borrower's ownership  
of the outstanding voting stock of each Subsidiary. All of the outstanding      
capital stock of each Subsidiary has been validly issued, is fully paid, and is 
nonassessable.                                                                  

       Section 6.15     Agreements. Neither Borrower nor any Subsidiary is a
party to any indenture, loan, or credit agreement, or to any lease or other     
agreement or instrument, or subject to any charter or corporate restriction     
which could have a Material Adverse Effect. Neither Borrower nor any Subsidiary 
is in default in any respect in the performance, observance, or fulfillment of  
any of the obligations, covenants, or conditions contained in any agreement or  
instrument material to its business to which it is a party where such default   
would reasonably be expected to have a Material Adverse Effect.                 

 Section 6.16     Compliance with Laws. Neither Borrower nor any
Subsidiary is in violation in any material respect of any law, rule,            
regulation, order, or decree of any court, governmental authority, or           
arbitrator where such violation would reasonably be expected to have a Material 
Adverse Effect.                                                                 

    Section 6.17     Investment Company Act.  Neither Borrower nor any
Subsidiary is an "investment company" within the meaning of the Investment      
Company Act of 1940, as amended.                                                

       Section 6.18     Public Utility Holding Company Act. Neither Borrower
nor any Subsidiary is a "holding company" or a "subsidiary company" of a        
"holding company" or an "affiliate" of a "holding company" or a "public         
utility" within the meaning of the Public Utility                               

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Holding Company Act of 1935, as amended.                                        

Section 6.19     Environmental Matters.                       

             (a)      To the best of the Borrower's knowledge, Borrower,
      each Subsidiary, and all of their respective properties, assets, and
      operations are in full compliance with all Environmental Laws except
  where such compliance would not reasonably be expected to have a
     Material Adverse Effect. Borrower is not aware of, nor has Borrower
      received notice of, any past, present, or future conditions, events,
 activities, practices, or incidents which may interfere with or
    prevent the compliance or continued compliance of Borrower and the
Subsidiaries with all Environmental Laws.                     

         (b)      Borrower and each Subsidiary have obtained all
permits, licenses, and authorizations which are required under
        Environmental Laws and the failure to obtain which would reasonably be
expected to have a Material Adverse Effect.                   

                (c)      No Hazardous Substances exist on, about, or within or
    have been used, generated, stored, transported, disposed of on, or
  released from any of the properties or assets of Borrower or any
    Subsidiary in violation of any Environmental Law if such violation
     would reasonably be expected to have a Material Adverse Effect. The
    use which Borrower and the Subsidiaries make and intend to make of
    their respective properties and assets will not result in the use,
 generation, storage, transportation, accumulation, disposal, or
        release of any Hazardous Substance on, in, or from any such properties
   or assets in violation of any Environmental Law if such violation
 would reasonably be expected to have a Material Adverse Effect.

               (d)      There is no action, suit, proceeding, investigation,
or inquiry before any court, administrative agency, or other  
  governmental authority pending or, to the knowledge of Borrower,
      threatened against Borrower or any Subsidiary relating in any way to
        any Environmental Law. Neither Borrower nor any Subsidiary has (i) any
 liability for remedial action under any Environmental Law, (ii)
    received any request for information by any governmental authority
with respect to the condition, use, or operation of any of its
properties or assets, or (iii) received any notice from any   
      governmental authority or other Person with respect to any violation
of or liability under any Environmental Law.                  

           (e)     No Lien arising under any Environmental Law has
       attached to any of the properties or assets of Borrower or any of its
Subsidiaries.                                                 

Section 6.20     Year 2000 Provisions. Borrower represents and
warrants as follows to Lender that: (i) as of the date of any request for a     
Letter of Credit or a Bank Guarantee hereunder; (ii) as of the date of any      
renewal, extension or modification of this Agreement; and (iii) at all times    
this Agreement or Lender's commitment to make Advances under this Agreement is  
outstanding:                                                                    

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       (a)      All devices, systems, machinery, information
      technology, computer software and hardware, and other date sensitive
technology (jointly and severally the "Systems") necessary for
 Borrower to carry on its business as presently conducted and as
       contemplated to be conducted in the future are Year 2000 Compliant or
will be Year 2000 Compliant within a period of time reasonably
   expected to result in no material disruption of any of Borrower's
   business operations. For purposes of these provisions, "Year 2000
      Compliant" means that such Systems are designed to be used prior to,
 during and after the Gregorian calendar year 2000 A.D. and will
     operate during each such time period without error relating to date
        data, specifically including any error relating to, or the product of,
      date data which represents or references different centuries or more
than one century.                                             

             (b)      Borrower has: (1) undertaken a detailed inventory,
        review, and assessment of all areas within its business and operations
        that could be materially adversely affected by the failure of Borrower
       to be Year 2000 Compliant on a timely basis; (2) developed a detailed
        plan and time line for becoming Year 2000 Compliant on a timely basis,
and (3) to date, implemented that plan in accordance with that
timetable in all material respects.                           

               (c)      Borrower has made written inquiry of each of its key
    suppliers, vendors, and customers, as to whether such persons have
      initiated programs to become Year 2000 Compliant and on the basis of
    such inquiries, Borrower reasonably believes that all such persons
      will be or become so compliant. For purposes hereof, "key suppliers,
 vendors, and customers" refers to those suppliers, vendors, and
  customers of Borrower whose business failure would reasonably be
  expected to have a Material Adverse Effect. For purposes of this
 paragraph, Lender, as a lender of funds under the terms of this
   Agreement, confirms to Borrower that Lender has initiated its own
corporate-wide Year 2000 program with respect to its lending  
activities.                                                   

 ARTICLE VII

Positive Covenants

       Borrower covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or Lender has any Commitment hereunder, Borrower   
will perform and observe the following positive covenants, unless Lender shall  
otherwise consent in writing:                                                   

    Section 7.1      Reporting Requirements.  Borrower will furnish to
Lender:                                                                         

                (a)     Annual Financial Statements. (i) As soon as available,
      and in any event within 90 days after the end of each fiscal year of
      Borrower, beginning with the fiscal year ending December 31, 1999, a
      copy of the Form 10-K Annual Report of Borrower and the Subsidiaries
   for such fiscal year; (ii) as soon as available, and in any event
     within 45 days after the end of each of the quarters of each fiscal
year of Borrower, a copy of the                               

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         Form 10-Q of Borrower and the Subsidiaries as of the end of such fiscal
         quarter and for the portion of the fiscal year then ended; and (iii) as
       soon as available, one copy of any other financial statement, report,
     notice or proxy statement sent by Borrower or any Subsidiary to its
       stockholders generally and one copy of any other regular, periodic or
         special report, registration statement, or prospectus filed by Borrower
      or any Subsidiary with any securities exchange or the Securities and
Exchange Commission or any successor agency.                  

           (b)      Annual Projections. By December 31 of each year,
annual projections of Borrower for the subsequent fiscal year.

               (c)      Management Letters. Promptly upon receipt thereof, a
       copy of any management letter or written report submitted to Borrower
    or any Subsidiary by independent certified public accountants with
respect to the business, condition (financial or otherwise),  
operations, or properties of Borrower or any Subsidiary;      

                (d)      Notice of Litigation. Promptly after the commencement
   thereof, notice of all actions, suits, and proceedings before any
      court or governmental department, commission, board, bureau, agency,
    or instrumentality, domestic or foreign, affecting Borrower or any
Subsidiary which, if determined adversely to Borrower or such 
     Subsidiary, would reasonably be expected to have a Material Adverse
Effect;                                                       

            (e)      Notice of Default. As soon as possible and in any
      event within five days after the occurrence of each Event of Default
     and each event which, with the giving of notice or lapse of time or
      both, would constitute an Event of Default, a written notice setting
    forth the details of such Event of Default or event and the action
     which Borrower has taken and proposes to take with respect thereto;

              (f)      ERISA Reports. Promptly after the filing or receipt
       thereof, copies of all reports, including annual reports, and notices
       which Borrower or any Subsidiary files with or receives from the PBGC
      or the U.S. Department of Labor under ERISA; and as soon as possible
    and in any event within five days after Borrower or any Subsidiary
     knows or has reason to know that any Reportable Event or Prohibited
       Transaction has occurred with respect to any Plan or that the PBGC or
Borrower or any Subsidiary has instituted or will institute   
proceedings under Title IV of ERISA to terminate any Plan, a  
      certificate of the chief financial officer of Borrower setting forth
      the details as to such Reportable Event or Prohibited Transaction or
     Plan termination and the action that Borrower proposes to take with
respect thereto;                                              

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

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            (h)      Notice of Environmental Law Violation. As soon as
 possible and in any event within five days after the occurrence
        thereof, written notice of any violation of any Environmental Law that
    Borrower or any Subsidiary reports or is required to report to any
governmental authority;                                       

        (i)      Notice of Material Adverse Effect. As soon as
 possible and in any event within five days after the occurrence
thereof, written notice of any matter that would reasonably be
expected to have a Material Adverse Effect;                   

                (j)      General Information. Promptly, such other information
       concerning Borrower or any Subsidiary as Lender may from time to time
reasonably request.                                           

        Section 7.2      Maintenance of Existence; Conduct of Business. Except
for mergers, consolidations, liquidations or amalgamations not otherwise        
prohibited by this Agreement, Borrower will preserve and maintain, and, will    
cause each Subsidiary to preserve and maintain, its corporate existence and all 
of its leases, privileges, licenses, permits, franchises, qualifications and    
rights that are necessary or desirable in the ordinary conduct of its business, 
and conduct, and cause each Subsidiary to conduct, its business as presently    
conducted in an orderly and efficient manner in accordance with good business   
practices.                                                                      

     Section 7.3      Maintenance of Properties. Borrower will maintain,
keep, and preserve, and cause each Subsidiary to maintain, keep, and preserve,  
all of its properties (tangible and intangible) necessary or useful in the      
proper conduct of its business in good working order and condition, except      
where the failure to so maintain, keep or preserve would not reasonably be      
expected to have a Material Adverse Effect.                                     

        Section 7.4      Taxes and Claims. Borrower will pay or discharge, and
will cause each Subsidiary to pay or discharge, at or before maturity or before 
becoming delinquent (i) all material taxes, levies, assessments, and            
governmental charges imposed on it or its income or profits or any of its       
property, and (ii) all lawful claims for labor, material, and supplies, which,  
if unpaid, might become a Lien prohibited by Section 8.1 upon any of its        
property; provided, however, that neither Borrower nor any Subsidiary shall be  
required to pay or discharge any tax, levy, assessment, or governmental charge  
which is being contested in good faith by appropriate proceedings diligently    
pursued, and for which adequate reserves have been established.                 

    Section 7.5      Insurance. Borrower will maintain, and will cause
each Subsidiary to maintain, with financially sound and reputable insurance     
companies workmen's compensation insurance, liability insurance, and insurance  
on its property, assets, and business at least in such amounts and against such 
risks as are usually insured against by Persons engaged in similar businesses.  

     Section 7.6      Inspection Rights. At any reasonable time and from
time to time, Borrower will permit, and will cause each Subsidiary to permit,   
representatives of Lender to examine and make copies of the books and records   
of, and visit and inspect the properties of                                     

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Borrower and any Subsidiary, and to discuss the business, operations, and       
financial condition of Borrower and the Subsidiaries with their respective      
officers and employees and with their independent certified public accountants. 

     Section 7.7      Keeping Books and Records. Borrower will maintain,
and will cause each Subsidiary to maintain, proper books of record and account  
in which full, true, and correct entries in conformity with GAAP shall be made  
of all dealings and transactions in relation to its business and activities.    

       Section 7.8      Compliance with Laws. Borrower will comply, and will
cause each Subsidiary to comply, in all material respects with all applicable   
laws, rules, regulations, and orders of any court, governmental authority, or   
arbitrator, including, without limitation, any directives or regulations issued 
by the U.S. Department of Treasury, Office of Foreign Assets Control, except    
where the failure to comply would not reasonably be expected to have a Material 
Adverse Effect.                                                                 

       The Borrower shall not serve under or enter into any contract with, a
Person included within the definition of (i) "national" of a "designated        
foreign country," or "specially designated national" of a "designated foreign   
county," in the Foreign Assets Control Regulations or the Cuban Assets Control  
Regulations of the United States Treasury Department, 31 C.F.R. Parts 500 and   
515, in each case as amended, (ii) "Government of Libya," "entity of the        
Government of Libya" or "Libyan entity" in the Libyan Sanctions Regulations of  
the United States Treasury Department, 31 C.F.R Part 550, as amended, or        
(iii)"Government of Iraq," "entity of the Government of Iraq" or "Iraqi         
Government entity" in the Iraqi Sanctions Regulations, 31 C.F.R Part 575, as    
amended, all within the meaning of said Regulations or of any regulations,      
interpretations or rulings issued thereunder, or engage in any transaction that 
violates any provision of said Regulations or that violates any provision of    
the Iranian Transactions Regulations, 31 C.F.R. Part 560, as amended, the       
Transaction Control Regulations, 31 C.F.R. Part 505, as amended, the Foreign    
Assets Control Regulations, 31 C.F.R. Part 500, as amended, or Executive Orders 
12810 and 12831; provided however that to the extent any of the foregoing       
regulations are repealed and not replaced by similar regulations, restrictions  
or sanctions, the prohibitions herein shall not apply as they pertain to such   
regulations.                                                                    

        Section 7.9      Compliance with Agreements. Borrower will comply, and
will cause each Subsidiary to comply, in all material respects with all         
contracts, agreements, and instruments binding on it or affecting its           
properties or business, except where the failure to comply would not reasonably 
be expected to have a Material Adverse Effect.                                  

Section 7.10     Further Assurances. Borrower will execute and
deliver, and will cause each Subsidiary to execute and deliver, such further    
instruments as may be requested by Lender to carry out the provisions and       
purposes of this Agreement and the other Loan Documents.                        

   Section 7.11     ERISA. Borrower will comply, and will cause each
Subsidiary to comply, with all minimum funding requirements, and all other      
material requirements, of ERISA, except                                         

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where the failure to comply would not reasonably be expected to have a Material 
Adverse Effect.                                                                 

      Section 7.12     Year 2000 Compliance. Borrower covenants and agrees
with Lender that, while any Letter of Credit or Bank Guarantee is in effect,    
Borrower will:                                                                  

              (a)      At all times prior to January 1, 2000, furnish such
      additional information, statements and other reports with respect to
       Borrower's activities, course of action and progress towards becoming
Year 2000 Compliant as Lender may request from time to time.  

           (b)      In the event of any change in circumstances that
   causes or will likely cause any of Borrower's representations and
      warranties with respect to its being or becoming Year 2000 Compliant
to no longer be true (hereinafter, referred to as a "Change in
       Circumstances") then Borrower shall promptly, and in any event within
ten days of receipt of information regarding a Change in      
       Circumstances, provide Lender with written notice (the "Notice") that
    describes in reasonable detail the Change in Circumstances and how
     such Change in Circumstances caused or will likely cause Borrower's
       representations and warranties with respect to being or becoming Year
        2000 Compliant to no longer be true. Borrower shall, within 10 days of
       a request, also provide Lender with any additional information Lender
       requests of Borrower in connection with the Notice and/or a Change in
Circumstances.                                                

              (c)      Give any representative of Lender access during all
   business hours, upon reasonable prior notice to Borrower, to, and
        permit such representative to examine, copy or make excerpts from, any
        and all books, records and documents in the possession of Borrower and
   relating to its affairs, and to inspect any of the properties and
  Systems of Borrower, all at the sole cost and expense of Lender.

       Section 7.13     Accounts with Lender. Borrower shall transfer all of
its primary operating accounts and treasury management to Lender by March 31,   
2000.                                                                           

ARTICLE VIII

Negative Covenants

       Borrower covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or Lender has any Commitment hereunder, Borrower   
will perform and observe the following negative covenants, unless Lender shall  
otherwise consent in writing:                                                   

 Section 8.1       Limitation on Liens. Borrower will not incur,
create, assume, or permit to exist, and will not permit any Subsidiary to       
incur, create, assume, or permit to exist, any Lien upon any of its accounts,   
accounts receivable, inventory or related general intangibles, whether now      
owned or hereafter acquired, unless Lender has entered into an intercreditor    
agreement with the prospective holder of the Lien, in form and substance        
acceptable to Lender.                                                           

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Nothing in the foregoing section shall prohibit:              

   (a)      Liens on equipment or inventory of Borrower created by a
purchase money security interest;           

        (b)      undetermined or inchoate liens arising or potentially arising
             under statutory provisions that have not at the time been
               filed or registered in accordance with applicable law or of
             that written notice has not been duly given in accordance
              with applicable law or that, although filed or registered,
relate to obligations not due or delinquent;

        (c)      Liens (i) of landlords and carriers, warehousemen, mechanics,
          suppliers, sellers, materialmen or repairmen, or other
             similar Liens arising by operation of law, and (ii) Liens
               that have not been registered in accordance with applicable
                law, in each case arising in the ordinary course of business
              and with respect to amounts not yet delinquent or that are
            being contested in good faith by appropriate proceedings
             diligently pursued and diligently conducted and for which
adequate reserves have been established;    

      (d)      Liens on a property of a Person which Liens are existing at
                the time such Person is merged into or consolidated with the
          Borrower and Liens on property existing at the time of
                 acquisition thereof by the Borrower; provided that such Liens
            were not placed on such property in contemplation of the
                 consummation of such merger, consolidation or acquisition and
              do not extend to any assets other than those of the Person
         merged into or consolidated with the Borrower, or the
                 property so acquired, and proceeds and products of any of the
foregoing;                                  

       (e)      Liens in favor of customs and revenue authorities arising as
          a matter of law to secure payment of customs duties in
connection with the importation of goods;   

  (f)      Liens arising out of conditional sale, title retention,
             consignment or similar arrangements for the sale of goods
          entered into by the Borrower in the ordinary course of
business of the Borrower;                   

      (g)      Liens extending, renewing or replacing any of the foregoing
                 Liens, provided that the principal amount of the indebtedness
                or other obligation secured by such Lien is not increased or
                the maturity thereof shortened and such Lien is not extended
        to cover any additional indebtedness, obligations or
                 property, other than like obligations and the substitution of
              like property (or categories of property to the extent the
          terms of the Lien being extended, renewed or replaced,
              extended to or covered such categories of property) or the
             proceeds or products of the property subject thereto; and

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(h)      Liens on any proceeds (including, without limitation,
           insurance, condemnation and eminent domain proceeds) or
                products of any collateral a Lien over which is permitted by
clauses (a) to and including (g) above.     

ARTICLE IX

 Financial Covenants

       Borrower covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or Lender has any Commitment hereunder, Borrower   
will observe and perform the following financial covenants, unless Lender shall 
otherwise consent in writing:                                                   

      Section 9.1      Debt to Capitalization Ratio.  Borrower will at all
times maintain a ratio Debt to Capitalization of at least 1.0 to 4.0.           

        Section 9.2      Consolidated Tangible Net Worth. Borrower will at all
times maintain Consolidated Tangible Net Worth in an amount not less than One   
Hundred Eighty-One Million and No/100 Dollars ($181,000,000.00).                

 ARTICLE X

 Default

      Section 10.1     Events of Default.  Without in any manner impairing
the demand nature of the Note, each of the following shall be deemed an "Event  
of Default":                                                                    

               (a)      Borrower shall fail to pay when due the principal on
     any Advances or any part thereof, or the Borrower shall fail to pay
within 5 Business Days when due any other monetary obligation 
hereunder other than principal on Advances.                   

                (b)      Any representation or warranty made or deemed made by
       Borrower or any Obligated Party (or any of their respective officers)
in any Loan Document or in any certificate, report, notice, or
   financial statement furnished at any time in connection with this
    Agreement shall be false, misleading, or erroneous in any material
respect when made or deemed to have been made.                

        (c)      Borrower or any Obligated Party shall fail to
   perform, observe, or comply with any covenant, agreement, or term
contained in this Agreement or any other Loan Document.       

           (d)      Borrower, any Subsidiary, or any Obligated Party
shall commence a voluntary proceeding seeking liquidation,    
     reorganization, or other relief with respect to itself or its debts
under any bankruptcy, insolvency, or other similar law now or 
hereafter                                                     

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in effect or seeking the appointment of a trustee, receiver,  
liquidator, custodian, or other similar official of it or a   
      substantial part of its property or shall consent to any such relief
       or to the appointment of or taking possession by any such official in
       an involuntary case or other proceeding commenced against it or shall
 make a general assignment for the benefit of creditors or shall
      generally fail to pay its debts as they become due or shall take any
corporate action to authorize any of the foregoing.           

               (e)      An involuntary proceeding shall be commenced against
       Borrower, any Subsidiary, or any Obligated Party seeking liquidation,
       reorganization, or other relief with respect to it or its debts under
      any bankruptcy, insolvency, or other similar law now or hereafter in
       effect or seeking the appointment of a trustee, receiver, liquidator,
     custodian or other similar official for it or a substantial part of
        its property, and such involuntary proceeding shall remain undismissed
and unstayed for a period of 30 days.                         

           (f)      Borrower, any Subsidiary, or any Obligated Party
shall fail to discharge within a period of 30 days after the  
commencement thereof any attachment, sequestration, or similar
   proceeding or proceedings involving an aggregate amount in excess
$1,000,000 against any of its assets or properties.           

           (g)      Borrower, any Subsidiary, or any Obligated Party
        shall fail to satisfy and discharge promptly any judgment or judgments
      against it for the payment of money in an aggregate amount in excess
of $1,000,000.                                                

           (h)      Borrower, any Subsidiary, or any Obligated Party
     shall fail to pay when due any principal of or interest on any Debt
  (other than the Obligations) in an aggregate amount in excess of
$1,000,000, or the maturity of any such Debt shall have been  
      accelerated, or any such Debt shall have been required to be prepaid
        prior to the stated maturity thereof, or any event shall have occurred
       that permits (or, with the giving of notice or lapse of time or both,
       would permit) any holder or holders of such Debt or any Person acting
        on behalf of such holder or holders to accelerate the maturity thereof
or require any such prepayment.                               

                (i)      This Agreement or any other Loan Document shall cease
      to be in full force and effect or shall be declared null and void or
the validity or enforceability thereof shall be contested or  
       challenged by Borrower, any Subsidiary, any Obligated Party or any of
   their respective shareholders, or Borrower or any Obligated Party
      shall deny that it has any further liability or obligation under any
of the Loan Documents.                                        

                (j)      Any of the following events shall occur or exist with
respect to Borrower or any ERISA Affiliate: (i) any Prohibited
        Transaction involving any Plan; (ii) any Reportable Event with respect
       to any Plan; (iii) the filing under Section 4041 of ERISA of a notice
      of intent to terminate any Plan or the termination of any Plan; (iv)
       any event or circumstance that might constitute grounds entitling the
   PBGC to institute proceedings under Section 4042 of ERISA for the
termination of, or for the appointment of a trustee           

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     to administer, any Plan, or the institution by the PBGC of any such
       proceedings; (v) complete or partial withdrawal under Section 4201 or
4204 of ERISA from a Multiemployer Plan or the reorganization,
        insolvency, or termination of any Multiemployer Plan; and in each case
   above, such event or condition, together with all other events or
       conditions, if any, have subjected or could in the reasonable opinion
       of Lender subject Borrower to any tax, penalty, or other liability to
a Plan, a Multiemployer Plan, the PBGC, or otherwise (or any  
        combination thereof) which in the aggregate exceed or could reasonably
be expected to exceed $500,000.                               

              (k)      Borrower, any of its Subsidiaries, or any Obligated
    Party, or any of their respective properties, revenues, or assets,
shall become subject to an order of forfeiture, seizure, or   
      divestiture (whether under RICO or otherwise) and the same shall not
     have been discharged within 30 days from the date of entry thereof.

       Section 10.2     Remedies Upon Default. If any Event of Default shall
occur, Lender may without notice terminate its Commitment to make Advances,     
issue Letters of Credit, and create Acceptances hereunder and declare the       
Obligations or any part thereof to be immediately due and payable, and the same 
shall thereupon become immediately due and payable, without notice, demand,     
presentment, notice of dishonor, notice of acceleration, notice of intent to    
accelerate, notice of intent to demand, protest, or other formalities of any    
kind, all of which are hereby expressly waived by Borrower; provided, however,  
that upon the occurrence of an Event of Default under Section 10.1(d) or        
Section 10.1(e), the Commitment of Lender to make Advances, issue Letters of    
Credit, and create Acceptances shall automatically terminate, and the           
Obligations shall become immediately due and payable without notice, demand,    
presentment, notice of dishonor, notice of acceleration, notice of intent to    
accelerate, notice of intent to demand, protest, or other formalities of any    
kind, all of which are hereby expressly waived by Borrower. If any Event of     
Default shall occur, Lender may exercise all rights and remedies available to   
it in law or in equity, under the Loan Documents, or otherwise.                 

Section 10.3     Bank Guarantees and Letters of Credit. If the
Termination Date or any Event of Default shall occur, Borrower shall, if        
requested by Lender or otherwise required by the terms of this Agreement,       
immediately deposit with and pledge to Lender cash or cash equivalent           
investments in an amount equal to the outstanding Bank Guarantees and Letter of 
Credit Liabilities as security for the Obligations.                             

   Section 10.4     Performance by Lender. If Borrower shall fail to
perform any covenant, duty, or agreement contained in any of the Loan           
Documents, Lender may perform or attempt to perform such covenant, duty, or     
agreement on behalf of Borrower. In such event, Borrower shall, at the request  
of Lender, promptly pay any amount expended by Lender in such performance or    
attempted performance to Lender, together with interest thereon at the Default  
Rate from the date of such expenditure until paid. Notwithstanding the          
foregoing, it is expressly agreed that Lender shall not have any liability or   
responsibility for the performance of any obligation of Borrower under this     
Agreement or any other Loan Document.                                           

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ARTICLE XI

Miscellaneous 

    Section 11.1     Expenses of Lender. Borrower hereby agrees to pay
Lender on demand: (i) all costs and expenses incurred by Lender in connection   
with the preparation, negotiation, and execution of this Agreement and the      
other Loan Documents and any and all amendments, modifications, renewals,       
extensions, and supplements thereof and thereto, including, without limitation, 
the fees and expenses of Lender's legal counsel, (ii) all costs and expenses    
incurred by Lender in connection with the enforcement of this Agreement or any  
other Loan Document, including, without limitation, the fees and expenses of    
Lender's legal counsel, and (iii) all other costs and expenses incurred by      
Lender in connection with this Agreement or any other Loan Document, including, 
without limitation, all costs, expenses, taxes, assessments, filing fees, and   
other charges levied by a governmental authority or otherwise payable in        
respect of this Agreement or any other Loan Document.                           

      Section 11.2     INDEMNIFICATION. BORROWER HEREBY INDEMNIFIES LENDER
AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, 
ATTORNEYS AND AGENTS (EACH AN "INDEMNIFIED PERSON") FROM, AND HOLDS EACH OF     
THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES,        
PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING ATTORNEYS'  
FEES) ("LOSSES") TO WHICH ANY OF THEM MAY BECOME SUBJECT IN CONNECTION WITH ANY 
CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING (OR THE PREPARATION OF ANY       
DEFENSE IN CONNECTION THEREWITH) (COLLECTIVELY "PROCEEDINGS") (WHETHER OR NOT   
SUCH INDEMNIFIED PERSON IS A PARTY THERETO) INSOFAR AS SUCH LOSSES DIRECTLY     
ARISE OUT OF OR RELATE TO OR RESULT FROM, WHICH DIRECTLY OR INDIRECTLY ARISE    
FROM OR RELATE TO (I) THE NEGOTIATION, EXECUTION, DELIVERY, PERFORMANCE,        
ADMINISTRATION, OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (II) ANY OF THE    
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (III) ANY BREACH BY BORROWER   
OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT CONTAINED IN ANY  
OF THE LOAN DOCUMENTS, (IV) THE PRESENCE, RELEASE, THREATENED RELEASE,          
DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS SUBSTANCE LOCATED ON, ABOUT,     
WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF BORROWER OR ANY         
SUBSIDIARY, (V) THE USE OR PROPOSED USE OF ANY LETTER OF CREDIT, ISSUED         
PURSUANT HERETO (VI) ANY AND ALL TAXES, LEVIES, DEDUCTIONS, AND CHARGES IMPOSED 
ON LENDER OR ANY OF LENDER'S CORRESPONDENTS IN RESPECT OF ANY LETTER OF CREDIT  
ISSUED PURSUANT HERETO, OR (VII) ANY INVESTIGATION, LITIGATION, OR OTHER        
PROCEEDING RELATING TO ANY OF THE FOREGOING AND ANY LEGAL PROCEEDING RELATING   
TO ANY COURT ORDER, INJUNCTION, OR OTHER PROCESS OR DECREE RESTRAINING OR       
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AMOUNT UNDER ANY LETTER OF CREDIT ISSUED PURSUANT HERETO. WITHOUT LIMITING ANY  
PROVISION OF THIS AGREEMENT OR OF ANY OTHER LOAN DOCUMENT, IT IS THE EXPRESS    
INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS   
SECTION SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, 
LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND   
EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE  
OR CONTRIBUTORY NEGLIGENCE OF THE PERSON TO BE INDEMNIFIED BUT NOT FROM THE     
GROSS NEGLIGENCE OR WILFULL MISCONDUCT OF SUCH PERSON.                          

   Promptly after receipt by any Indemnified Person of notice of its
involvement in any pending or threatened Proceeding as to which, or related to  
or arising out of any matter for which indemnification may be sought hereunder  
(an "Indemnified Proceeding"), such Indemnified Person shall, if a claim in     
respect thereof is to be made against Borrower under the Loan Documents, notify 
Borrower in writing of such involvement; provided, however, that the failure by 
such Indemnified Person to so notify Borrower shall not relieve Borrower from   
the obligation to indemnify or any other liability hereunder or otherwise       
except to the extent that such failure to provide notice prejudices Borrower in 
any material respect. In case any Indemnified Person's involvement in such      
Indemnified Proceeding shall be in any capacity other than as a witness,        
Borrower and its counsel shall be entitled to participate therein with such     
Indemnified Person and its counsel. To the extent Borrower wishes, Borrower     
also shall be entitled to assume the defense of any Indemnified Proceeding with 
counsel of Borrower's choice that is reasonably acceptable to the relevant      
Indemnified Person and after notice from Borrower to such Indemnified Person of 
Borrower's election so to assume the defense thereof, Borrower will not be      
liable to such Indemnified Person for the cost of defense thereof.              
Notwithstanding the foregoing, Borrower shall not be entitled to assume the     
defense of any Indemnified Proceeding, and the limitations in the preceding     
sentence on Borrower's liability to any Indemnified Person shall not apply, if  
counsel to any Indemnified Person reasonably determines, and Borrower           
reasonable concurs, that there are actual or potential conflicts of interest    
between such Indemnified Person and Borrower or that defenses available to such 
Indemnified Person may not be asserted by Borrower on the behalf of such        
Indemnified Person. In any event, notwithstanding the foregoing, Borrower shall 
not be required to indemnify any Indemnified Person for the settlement of any   
Indemnified Proceeding entered into without Borrower's prior written consent.   
If Borrower assumes the defense of any Indemnified Proceeding as provided       
above, Borrower shall not settle or compromise any such Indemnified Proceeding  
without the relevant Indemnified Person's prior written consent if the          
settlement or compromise involves performance by, or adverse admission of, such 
Indemnified Person.                                                             

    Only one counsel shall be retained by all Indemnified Persons with
respect to any Indemnified Proceeding, unless counsel to any Indemnified Person 
reasonably determines, and the Borrower reasonably concurs, that there are      
actual or potential conflicts of interest between such Indemnified Person and   
other Indemnified Persons, in which case such Indemnified Person may retain     
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conflict of interest.                                                           

  Section 11.3     Limitation of Liability. Neither Lender nor any
Affiliate, officer, director, employee, attorney, or agent of Lender shall have 
any liability with respect to, and Borrower hereby waives, releases, and agrees 
not to sue any of them upon, any claim for any special, indirect, incidental,   
or consequential damages suffered or incurred by Borrower in connection with,   
arising out of, or in any way related to, this Agreement or any of the other    
Loan Documents, or any of the transactions contemplated by this Agreement or    
any of the other Loan Documents. Borrower hereby waives, releases, and agrees   
not to sue Lender or any of Lender's Affiliates, officers, directors,           
employees, attorneys, or agents for punitive damages in respect of any claim in 
connection with, arising out of, or in any way related to, this Agreement or    
any of the other Loan Documents, or any of the transactions contemplated by     
this Agreement or any of the other Loan Documents.                              

      Section 11.4     Modification to Letter of Credit Master Agreements.
The following modifications are hereby made to the Letter of Credit Master      
Agreements provided by Lender to the Borrower (and to the extent there are any  
discrepancies between such Letter of Credit Master Agreements and this          
Agreement, the provisions of this Agreement shall prevail):                     

      (a)     Section 2 thereto is deleted in its entirety and replaced by
the following:                                                                  

              "Applicant agrees to pay such fees and interest as set forth
                in the Loan Agreement between Issuer and Applicant dated as of
         December 29, 1999 (hereinafter referred to as the "Loan
Agreement")";                                 

      (b)     Section 4(i) thereto is deleted in its entirety and replaced
by the following:                                                               

             "Applicant is a corporation organized under the laws of the
State of Delware";                            

   (c)     Section 4(iii) thereto is amended by adding the following
clause at the beginning of said subsection:                                     

"To the best of Applicant's knowledge";       

(d)     Section 4(v) thereto is deleted in its entirety;      

(e)     Section 5 thereto is deleted in its entirety;         

      (f)     Section 10 thereto is amended by adding the following clause
at the beginning of said section:                                               

   "During the continuance of an Event of Default,";

        (g)     Section 11(c) thereto is amended by deleting "three percentage
points" and                                                                     

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replacing it with "one and one-half percentage points" and by                   
deleting "Base Rate" and replacing it with "Prime Rate, as defined              
in the Loan Agreement";                                                         

(h)     Section 13 thereto is deleted in its entirety;        

       (i)     Section 14 thereto is amended by deleting the first clause of
the first sentence to remove the reference to the deleted Section 13; and       

(j)     Section 16 thereto is deleted in its entirety.        

       Section 11.5     No Duty. All attorneys, accountants, appraisers, and
other professional Persons and consultants retained by Lender shall have the    
right to act exclusively in the interest of Lender and shall have no duty of    
disclosure, duty of loyalty, duty of care, or other duty or obligation of any   
type or nature whatsoever to Borrower or any of Borrower's shareholders or any  
other Person.                                                                   

 Section 11.6     Lender Not Fiduciary. The relationship between
Borrower and Lender is solely that of debtor and creditor, and Lender has no    
fiduciary or other special relationship with Borrower, and no term or condition 
of any of the Loan Documents shall be construed so as to deem the relationship  
between Borrower and Lender to be other than that of debtor and creditor.       

    Section 11.7     Equitable Relief. Borrower recognizes that in the
event Borrower fails to pay, perform, observe, or discharge any or all of the   
Obligations, any remedy at law may prove to be inadequate relief to Lender.     
Borrower therefore agrees that Lender, if Lender so requests, shall be entitled 
to temporary and permanent injunctive relief in any such case without the       
necessity of proving actual damages.                                            

    Section 11.8     No Waiver; Cumulative Remedies. No failure on the
part of Lender to exercise and no delay in exercising, and no course of dealing 
with respect to, any right, power, or privilege under this Agreement shall      
operate as a waiver thereof, nor shall any single or partial exercise of any    
right, power, or privilege under this Agreement preclude any other or further   
exercise thereof or the exercise of any other right, power, or privilege. The   
rights and remedies provided for in this Agreement and the other Loan Documents 
are cumulative and not exclusive of any rights and remedies provided by law.    

    Section 11.9     Successors and Assigns. This Agreement is binding
upon and shall inure to the benefit of Lender and Borrower and their respective 
successors and assigns, except that Borrower may not assign or transfer any of  
its rights or obligations under this Agreement without the prior written        
consent of Lender.                                                              

       Section 11.10    Survival. All representations and warranties made in
this Agreement or any other Loan Document or in any document, statement, or     
certificate furnished in connection with this Agreement shall survive the       
execution and delivery of this Agreement and the other Loan Documents, and no   
investigation by Lender or any closing shall affect the representations and     
warranties or the right of Lender to rely upon them. Without prejudice to the   
survival of any                                                                 

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other obligation of Borrower hereunder, the obligations of Borrower under       
Sections11.1, and 11.2 shall survive repayment of the Note and termination of   
the Commitment and the Letters of Credit.                                       

     Section 11.1      ENTIRE AGREEMENT; AMENDMENT.  THIS AGREEMENT, THE
NOTE, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE  
AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, 
AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,       
RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY  
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR            
DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE       
PARTIES HERETO. The provisions of this Agreement and the other Loan Documents   
to which Borrower is a party may be amended or waived only by an instrument in  
writing signed by the parties hereto.                                           

Section 11.12     Maximum Interest Rate. No provision of this 
Agreement or of any other Loan Document shall require the payment or the        
collection of interest in excess of the maximum permitted by applicable law. If 
any excess of interest in such respect is hereby provided for, or shall be      
adjudicated to be so provided, in any Loan Document or otherwise in connection  
with this loan transaction, the provisions of this Section shall govern and     
prevail and neither Borrower nor the sureties, guarantors, successors, or       
assigns of Borrower shall be obligated to pay the excess amount of such         
interest or any other excess sum paid for the use, forbearance, or detention of 
sums loaned pursuant hereto. In the event Lender ever receives, collects, or    
applies as interest any such sum, such amount which would be in excess of the   
maximum amount permitted by applicable law shall be applied as a payment and    
reduction of the principal of the indebtedness evidenced by the Note; and, if   
the principal of the Note has been paid in full, any remaining excess shall     
forthwith be paid to Borrower. In determining whether or not the interest paid  
or payable exceeds the Maximum Rate, Borrower and Lender shall, to the extent   
permitted by applicable law, (i) characterize any non-principal payment as an   
expense, fee, or premium rather than as interest, (ii) exclude voluntary        
prepayments and the effects thereof, and (iii) amortize, prorate, allocate, and 
spread in equal or unequal parts the total amount of interest throughout the    
entire contemplated term of the indebtedness evidenced by the Note so that      
interest for the entire term does not exceed the Maximum Rate.                  

 Section 11.13     Notices. All notices and other communications
provided for in this Agreement and the other Loan Documents to which Borrower   
is a party shall be given or made by telex, telegraph, telecopy, cable, or in   
writing and telexed, telecopied, telegraphed, cabled, mailed by certified mail  
return receipt requested, or delivered to the intended recipient at the         
"Address for Notices" specified below its name on the signature pages hereof;   
or, as to any party, at such other address as shall be designated by such party 
in a notice to the other party given in accordance with this Section. Except as 
otherwise provided in this Agreement, all such communications shall be deemed   
to have been duly given when transmitted by telex or telecopy, subject to       
telephone confirmation of receipt, or delivered to the telegraph or cable       
office, subject                                                                 

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to telephone confirmation of receipt, or when personally delivered or, in the   
case of a mailed notice, when duly deposited in the mails, in each case given   
or addressed as aforesaid; provided, however, notices to Lender pursuant to     
Articles II, III, and IV shall not be effective until received by Lender.       

   Section 11.14     Applicable Law; Venue; Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the 
State of Texas and the applicable laws of the United States of America. This    
Agreement has been entered into in Harris County, Texas, and it shall be        
performable for all purposes in Harris County, Texas. Any action or proceeding  
against Borrower under or in connection with any of the Loan Documents may be   
brought in any state or federal court in Harris County, Texas. Borrower hereby  
irrevocably (i) submits to the nonexclusive jurisdiction of such courts, and    
(ii) waives any objection it may now or hereafter have as to the venue of any   
such action or proceeding brought in any such court or that any such court is   
an inconvenient forum. Borrower agrees that service of process upon it may be   
made by certified or registered mail, return receipt requested, at its address  
specified or determined in accordance with the provisions of Section 11.13.     
Nothing herein or in any of the other Loan Documents shall affect the right of  
Lender to serve process in any other manner permitted by law or shall limit the 
right of Lender to bring any action or proceeding against Borrower or with      
respect to any of its property in courts in other jurisdictions. Any action or  
proceeding by Borrower against Lender shall be brought only in a court located  
in Harris County, Texas.                                                        

  Section 11.15     Demand Nature. Notwithstanding anything to the
contrary contained herein or in any other Loan Document, Borrower's obligation  
to repay outstanding Advances and to pay accrued interest thereon shall at all  
times be a demand obligation, and Lender need not rely on or prove the          
existence of an Event of Default before making demand for the payment of any or 
all outstanding Advances and accrued and unpaid interest thereon.               

       Section 11.16     Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of     
which together shall constitute one and the same instrument.                    

      Section 11.17     Severability. Any provision of this Agreement held
by a court of competent jurisdiction to be invalid or unenforceable shall not   
impair or invalidate the remainder of this Agreement and the effect thereof     
shall be confined to the provision held to be invalid or illegal.               

       Section 11.18     Headings.  The headings, captions, and arrangements
used in this Agreement are for convenience only and shall not affect the        
interpretation of this Agreement.                                               

        Section 11.19     Non-Application of Chapter 303 of Texas Credit Code.
The provisions of Chapter 303 of the Texas Finance Code are specifically        
declared by the parties hereto not to be applicable to this Agreement or any of 
the other Loan Documents or to the transactions contemplated hereby.            

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      Section 11.20     Participations. Lender shall have the right at any
time and from time to time to grant participations in the Note and any other    
Loan Documents. Each actual or proposed participant shall be entitled to        
receive all information received by Lender regarding the creditworthiness of    
Borrower, including, without limitation, information required to be disclosed   
to a participant pursuant to Banking Circular 181 (Rev., August 2, 1984),       
issued by the Comptroller of the Currency (whether the actual or proposed       
participant is subject to the circular or not).                                 

      Section 11.21     Construction. Borrower and Lender acknowledge that
each of them has had the benefit of legal counsel of its own choice and has     
been afforded an opportunity to review this Agreement and the other Loan        
Documents with its legal counsel and that this Agreement and the other Loan     
Documents shall be construed as if jointly drafted by Borrower and Lender.      

    Section 11.22     Arbitration. Any controversy or claim between or
among the parties hereto including but not limited to those arising out of or   
relating to this Agreement or any related agreements or instruments, including  
any claim based on or arising from an alleged tort, shall be determined by      
binding arbitration in accordance with the Federal Arbitration Act (or if not   
applicable, the applicable state law), the Commercial Arbitration Rules of the  
American Arbitration Association ("AAA"), and the "Special Rules" set forth     
below. In the event of any inconsistency, the Special Rules shall control.      
Judgment upon any arbitration award may be entered in any court having          
jurisdiction. Any part to this Agreement may bring an action, including a       
summary or expedited proceeding, to compel arbitration of any controversy or    
claim to which this agreement applies in any court having jurisdiction over the 
action.                                                                         

             (a)    Special Rules. The arbitration shall be conducted in
   Houston, Texas and presided over by an arbitrator provided at the
        nearest location of Judicial Arbitration & Mediation Services ("JAMS")
       office, or if JAMS is not able or is legally precluded from providing
       an arbitrator, then the AAA. All arbitration will be commenced within
        120 days of the demand for arbitration and the decision/award rendered
     within 30 days thereafter; further, the arbitrator shall only, upon
        showing of cause, be permitted to extend the commencement period of an
additional 60 days.                                           

               (b)    Reservation of Rights. Nothing in this Agreement shall
      be deemed to (i) limit the applicability of any otherwise applicable
    statutes of limitation or repose and any waivers contained in this
Agreement; or (ii) be a waiver by the Lender of the protection
     afforded to it by 12 U.S.C. Sec. 91 or any substantially equivalent
state law; or (iii) limit the right of any party hereto (A) to
     exercise self help remedies such as (but not limited to) setoff, or
       (B) to foreclose against any real or personal property collateral, or
      (C) to obtain from a court provisional or ancillary remedies such as
(but not limited to) injunctive relief or the appointment of a
        receiver. Any party may exercise such self help rights, foreclose upon
 such property, or obtain such provisional or ancillary remedies
    before, during or after the pendency of any arbitration proceeding
   brought pursuant to this Agreement. Neither exercise of self help
remedies nor the institution or maintenance of an action for  
    provisional or ancillary remedies shall constitute a waiver of the
right of                                                      

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        any party, including the claimant in any such action, to arbitrate the
merits of the controversy or claim occasioning resort to such 
remedies.                                                     

Section 11.23    WAIVER OF JURY TRIAL.  TO THE FULLEST EXTENT 
PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES   
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM         
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO 
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE       
ACTIONS OF LENDER IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.   

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

BORROWER:           

          IRI INTERNATIONAL CORPORATION,
  a Delaware corporation

                                                     By:

           Robert Hargrave
                                     Vice Chairman and Chief Financial Officer

Address for Notices:
2400 Crockett       
Houston, Texas 77007

                       Fax No.:                     (713) 651-1526
                       Telephone No.:               (713) 651-8002

                            Attention:                   Mr. Robert Hargrave

LENDER:             

  BANK ONE, TEXAS, N.A.,
          a national banking association

                                                     By:

        Karen Shouse
                First Vice President

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  Address for Notices:
   910 Travis, 7th Floor
  Houston, Texas 77002

                                                  Fax No.:      (713) 751-6177
              Telephone No.:    (713) 751-3640

                Attention:        Ms. Karen Shouse

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INDEX TO EXHIBITS 

                                                                [Download Table]


 Exhibit  Description of Exhibit                        Section
 -------  ----------------------                        -------
                                                               
   "A"    Note                                          2.2    
   "B"    Letter of Credit Request Form                 3.2    
   "C"    Standy Letter of Credit Master Agreement      1.1    
   "D"    Commercial Letter of Credit Master Agreement  1.1    

                 INDEX TO SCHEDULES                            


Schedule  Description of Schedule                       Section
--------  -----------------------                       -------
                                                               
    1     Existing Litigation                           7.5    
    2     Existing Debt                                 7.9    
    3     List of Subsidiaries                          7.14   

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SCHEDULE 1

Existing Litigation 

None. 

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SCHEDULE 2

Existing Debt 

 Master Lease Agreement No. 127 by and between Borrower and Data
General Corporation dated December 26, 1995, with Lease Schedule attached dated 
February 1, 1996.                                                               

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SCHEDULE 3

List of Subsidiaries

                                                        [Enlarge/Download Table]

=====================================================================================================================
                                                                                               PERCENTAGE OF         
           NAME OF                                    JURISDICTION OF                       VOTING STOCK OWNED       
         SUBSIDIARY                                    INCORPORATION                            BY BORROWER          
---------------------------------------------------------------------------------------------------------------------
                                                                                                                     
Bowen Mexicana, S.A. de                        Mexico                                       100%                     
C.V.                                                                                                                 
---------------------------------------------------------------------------------------------------------------------
Bowen Tools, Ltd.                              Canada                                       100%                     
---------------------------------------------------------------------------------------------------------------------
Cardwell International, Ltd.                   Kansas                                       100%                     
---------------------------------------------------------------------------------------------------------------------
Cardwell Manufacturing                         Canada                                       100%                     
Company, Ltd.                                                                                                        
---------------------------------------------------------------------------------------------------------------------
Cardwell Exports, Ltd.                         U.S. Virgin Islands                          100%                     
---------------------------------------------------------------------------------------------------------------------
IRI Energy Services                            Barbados                                     100%                     
(Barbados) Limited                                                                                                   
---------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

=====================================================================================================================

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******************************************************************************

IRI INTERNATIONAL CORPORATION 

CREDIT AGREEMENT

Dated as of December 29, 1999 

$10,000,000 

BANK ONE, TEXAS, N.A. 

******************************************************************************

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]

                                                                                                                Page
                                                                                                                ----
                                                                                                                    
ARTICLE I                                                                                                           
            Definitions.........................................................................................   1
            -----------                                                                                            -
            Section 1.1             Definitions.................................................................   1
                                    -----------                                                                    -
            Section 1.2             Other Definitional Provisions...............................................   6
                                    -----------------------------                                                  -
ARTICLE II                                                                                                          
            Bank Guarantees and Letters of Credit...............................................................   6
            -------------------------------------                                                                  -
            Section 2.1             Bank Guarantees and Letters of Credits......................................   6
                                    --------------------------------------                                         -
            Section 2.2             Procedure for Issuing Bank Guarantees and Letters of Credit.................   7
                                    -----------------------------------------------------------                    -
            Section 2.3             Fees........................................................................   8
                                    ----                                                                           -
            Section 2.4             Obligations Absolute........................................................   8
                                    --------------------                                                           -
            Section 2.5             Limitation of Liability.....................................................   9
                                    -----------------------                                                        -
            Section 2.6             Lending Installations.......................................................  10
                                    ---------------------                                                         --
            Section 2.7             Account with Lender.........................................................  10
                                    -------------------                                                           --
ARTICLE III                                                                                                         
            Advances............................................................................................  10
            --------                                                                                              --
            Section 3.2             Repayment of Advances.......................................................  10
                                    ---------------------                                                         --
            Section 3.3             Interest....................................................................  10
                                    --------                                                                      --
ARTICLE IV                                                                                                          
            Payments............................................................................................  11
            --------                                                                                              --
            Section 4.1             Method of Payment...........................................................  11
                                    -----------------                                                             --
            Section 4.2             Computation of Interest.....................................................  11
                                    -----------------------                                                       --
            Section 4.3             Capital Adequacy............................................................  11
                                    ----------------                                                              --
            Section 4.4             Additional Costs in Respect of Letters of Credit............................  12
                                    ------------------------------------------------                              --
ARTICLE V                                                                                                           
            Conditions Precedent................................................................................  12
            --------------------                                                                                  --
            Section 5.1             Initial Bank Guarantee or  Letter of Credi..................................  12
                                    ------------------------------------------                                    --
            Section 5.2             All Bank Guarantees or Letters of Credit....................................  13
                                    ----------------------------------------                                      --
ARTICLE VI                                                                                                          
            Representations and Warranties......................................................................  14
            ------------------------------                                                                        --
            Section 6.1             Corporate Existence.........................................................  14
                                    -------------------                                                           --
            Section 6.2             Financial Statements........................................................  14
                                    --------------------                                                          --
            Section 6.3             Corporate Action; No Breach.................................................  14
                                    ---------------------------                                                   --
            Section 6.4             Operation of Business.......................................................  15
                                    ---------------------                                                         --
            Section 6.5             Litigation and Judgments....................................................  15
                                    ------------------------                                                      --
            Section 6.6             Rights in Properties; Liens.................................................  15
                                    ---------------------------                                                   --
            Section 6.7             Enforceability..............................................................  15
                                    --------------                                                                --
            Section 6.8             Approvals...................................................................  15
                                    ---------                                                                     --
            Section 6.9             Debt........................................................................  15
                                    ----                                                                          --
            Section 6.10            Taxes.......................................................................  15
                                    -----                                                                         --
            Section 6.11            Use of Proceeds; Margin Securities..........................................  16
                                    ----------------------------------                                            --
            Section 6.12            ERISA.......................................................................  16
                                    -----                                                                         --

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`                                                                               

 TABLE OF CONTENTS
(CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                                                                Page
                                                                                                                ----
                                                                                                                    
            Section 6.13            Disclosure..................................................................  16
                                    ----------                                                                    --
            Section 6.14            Subsidiaries................................................................  16
                                    ------------                                                                  --
            Section 6.15            Agreements..................................................................  16
                                    ----------                                                                    --
            Section 6.16            Compliance with Laws........................................................  17
                                    --------------------                                                          --
            Section 6.17            Investment Company Act......................................................  17
                                    ----------------------                                                        --
            Section 6.18            Public Utility Holding Company Act..........................................  17
                                    ----------------------------------                                            --
            Section 6.19            Environmental Matters.......................................................  17
                                    ---------------------                                                         --
            Section 6.20            Year 2000 Provisions........................................................  18
                                    --------------------                                                          --
ARTICLE VII                                                                                                         
            Positive Covenants..................................................................................  19
            ------------------                                                                                    --
            Section 7.1             Reporting Requirements......................................................  19
                                    ----------------------                                                        --
            Section 7.2             Maintenance of Existence; Conduct of Business...............................  20
                                    ---------------------------------------------                                 --
            Section 7.3             Maintenance of Properties...................................................  20
                                    -------------------------                                                     --
            Section 7.4             Taxes and Claims............................................................  21
                                    ----------------                                                              --
            Section 7.5             Insurance...................................................................  21
                                    ---------                                                                     --
            Section 7.6             Inspection Rights...........................................................  21
                                    -----------------                                                             --
            Section 7.7             Keeping Books and Records...................................................  21
                                    -------------------------                                                     --
            Section 7.8             Compliance with Laws........................................................  21
                                    --------------------                                                          --
            Section 7.9             Compliance with Agreements..................................................  22
                                    --------------------------                                                    --
            Section 7.10            Further Assurances..........................................................  22
                                    ------------------                                                            --
            Section 7.11            ERISA.......................................................................  22
                                    -----                                                                         --
            Section 7.12            Year 2000 Compliance........................................................  22
                                    --------------------                                                          --
            Section 7.13            Accounts with Lender........................................................  23
                                    --------------------                                                          --

ARTICLE VIII                                                                                                        
            Negative Covenants..................................................................................  23
            ------------------                                                                                    --
            Section 8.1             Limitation on Liens.........................................................  23
                                    -------------------                                                           --
ARTICLE IX                                                                                                          
            Financial Covenants.................................................................................  24
            -------------------                                                                                   --
            Section 9.1             Debt to Capitalization Ratio................................................  24
                                    ----------------------------                                                  --
            Section 9.2             Consolidated Tangible Net Worth.............................................  24
                                    -------------------------------                                               --
ARTICLE X                                                                                                           
            Default.............................................................................................  25
            -------                                                                                               --
            Section 10.1            Events of Default...........................................................  25
                                    -----------------                                                             --
            Section 10.2            Remedies Upon Default.......................................................  26
                                    ---------------------                                                         --
            Section 10.3            Bank Guarantees and Letters of Credit.......................................  27
                                    -------------------------------------                                         --
            Section 10.4            Performance by Lender.......................................................  27
                                    ---------------------                                                         --
ARTICLE XI                                                                                                          
            Miscellaneous.......................................................................................  27
            -------------                                                                                         --
            Section 11.1            Expenses of Lender..........................................................  27
                                    ------------------                                                            --

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 TABLE OF CONTENTS
(CONTINUED) 

                                                        [Enlarge/Download Table]

                                                                                           Page 
                                                                                           ---- 
                                                                                                
Section 11.2   Indemnification..............................................................  27
               ---------------                                                                --
Section 11.3   Limitation of Liability......................................................  29
               -----------------------                                                        --
Section 11.4   Modification to Letter of Credit Master Agreements...........................  29
               --------------------------------------------------                             --
Section 11.5   No Duty......................................................................  30
               -------                                                                        --
Section 11.6   Lender Not Fiduciary.........................................................  30
               --------------------                                                           --
Section 11.7   Equitable Relief.............................................................  31
               ----------------                                                               --
Section 11.8   No Waiver; Cumulative Remedies...............................................  31
               ------------------------------                                                 --
Section 11.9   Successors and Assigns.......................................................  31
               ----------------------                                                         --
Section 11.10  Survival.....................................................................  31
               --------                                                                       --
Section 11.11  Entire Agreement; Amendment..................................................  31
               ---------------------------                                                    --
Section 11.12  Maximum Interest Rate........................................................  31
               ---------------------                                                          --
Section 11.13  Notices......................................................................  32
               -------                                                                        --
Section 11.14  Applicable Law; Venue; Service of Process....................................  32
               -----------------------------------------                                      --
Section 11.15  Demand Nature................................................................  33
               -------------                                                                  --
Section 11.16  Counterparts.................................................................  33
               ------------                                                                   --
Section 11.17  Severability.................................................................  33
               ------------                                                                   --
Section 11.18  Headings.....................................................................  33
               --------                                                                       --
Section 11.19  Non-Application of Chapter 303 of Texas Credit Code..........................  33
               ---------------------------------------------------                            --
Section 11.20  Participations...............................................................  33
               --------------                                                                 --
Section 11.21  Construction.................................................................  33
               ------------                                                                   --
Section 11.23  WAIVER OF JURY TRIAL.........................................................  34
               --------------------                                                           --

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		12/29/00		6
		3/31/00		22					10-Q
Filed on:		3/30/00
		1/1/00		22
For Period End:		12/31/99		18
		12/29/99		1		40
		9/30/99		14					10-Q
		12/31/98		14		15			10-K,  10-K/A
		2/1/96		38
		12/26/95		38
									List all Filings