NATIONAL RV HOLDINGS INC
LOAN AND SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exhibitto8k.txt
<DESCRIPTION>LOAN AND SECURITY AGREEMENT
<TEXT>
                                                                    Exhibit 10.1
















                           LOAN AND SECURITY AGREEMENT

                                  MADE BETWEEN

                          NATIONAL R.V. HOLDINGS, INC.,

                               NATIONAL R.V., INC.

                                       AND

                              COUNTRY COACH, INC.,

                                 AS CO-BORROWERS

                                       AND

                            UPS CAPITAL CORPORATION,

                                    AS LENDER



                          CLOSING DATE: AUGUST 28, 2002



<PAGE>




                                TABLE OF CONTENTS

                                                                         PAGE

1.   DEFINITIONS, TERMS AND REFERENCES.........................................1
     1.1.     Certain Definitions..............................................1
     1.2.     Use of Defined Terms.............................................8
     1.3.     Accounting Terms.................................................8
     1.4.     UCC Terms........................................................8

2.   THE FINANCING.............................................................8
     2.1.     Extensions of Credit.............................................8
              2.1.1.   Line of Credit..........................................8
              2.1.2.   Letters of Credit.......................................9
     2.2.     Interest and Other Charges......................................10
              2.2.1.   Interest...............................................10
              2.2.2.   Fees...................................................11
              2.2.3.   Usury Savings Provisions...............................12
     2.3.     General Provisions as to Payments...............................12
              2.3.1.   Method of Payment......................................12
              2.3.2.   Application of Payment.................................12
              2.3.3.   Crediting of Payments..................................13

3.   SECURITY INTEREST........................................................13
     3.1.     Grant of Security Interest......................................13
     3.2.     Representations, Warranties and Covenants Applicable
                 to Collateral................................................13
              3.2.1.   Good Title.............................................13
              3.2.2.   Right to Pledge........................................13
              3.2.3.   Sale of Collateral.....................................13
              3.2.4.   Insurance..............................................14
              3.2.5.   Location...............................................14
              3.2.6.   Further Assurances.....................................14

4.   GENERAL REPRESENTATIONS AND WARRANTIES...................................14
     4.1.     Existence and Qualification.....................................14
     4.2.     Authority; and Validity and Binding Effect......................15
     4.3.     Incumbency and Authority of Signing Officers....................15
     4.4.     No Material Litigation..........................................15
     4.5.     Taxes...........................................................15
     4.6.     Capital.........................................................15
     4.7.     Organization....................................................15
     4.8.     No Insolvency...................................................15
     4.9.     No Violations...................................................15
     4.10.    Financial Statements............................................15
     4.11.    Compliance with Laws............................................16
     4.12.    Subsidiaries....................................................16
     4.13.    Federal Taxpayer Identification Number..........................16

5.   AFFIRMATIVE COVENANTS....................................................16
     5.1.     Records Respecting Collateral...................................16
     5.2.     Right to Inspect and Conduct Audits.............................16
     5.3.     Borrowing Base Certificates.....................................16
     5.4.     Collateral Status Certificates..................................16
     5.5.     Periodic Financial Statements...................................17
     5.6.     Annual Financial Statements.....................................17
     5.7.     Compliance Certificate..........................................17
     5.8.     Payment of Taxes................................................17
     5.9.     Change of Principal Place of Business, Etc......................17
     5.10.    Waivers.........................................................17
     5.11.    Preservation of Existence.......................................17
     5.12.    Compliance With Laws............................................17
     5.13.    Certain Required Notices........................................18
     5.14.    Inventory Appraisals............................................18
     5.15.    Compensation....................................................18

6.   NEGATIVE COVENANTS.......................................................18
     6.1.     Encumbrances....................................................18
     6.2.     Debt............................................................18
     6.3.     Contingent Liabilities..........................................18
     6.4.     Redemption......................................................18
     6.5.     Investments.....................................................18
     6.6.     Mergers.........................................................19
     6.7.     Business Locations..............................................19
     6.8.     Affiliate Transactions..........................................19
     6.9.     Subsidiaries....................................................19
     6.10.    Fiscal Year.....................................................19
     6.11.    Disposition of Assets...........................................19
     6.12.    Federal Taxpayer Identification Number..........................19
     6.13.    Subordinated Debt...............................................19
     6.14.    Restrictions on Subsidiaries....................................19
     6.15.    Different Business..............................................19

7.   FINANCIAL COVENANTS......................................................19
     7.1.     Minimum Tangible Net Worth......................................19
     7.2.     Capital Expenditures............................................20

8.   EVENTS OF DEFAULT........................................................20
     8.1.     Obligations.....................................................20
     8.2.     Misrepresentations..............................................20
     8.3.     Certain Covenants...............................................20
     8.4.     Other Covenants.................................................20
     8.5.     Other Debts.....................................................20
     8.6.     Voluntary Bankruptcy............................................20
     8.7.     Involuntary Bankruptcy..........................................21
     8.8.     Damage, Loss, Theft or Destruction of Collateral................21
     8.9.     Judgments.......................................................21
     8.10.    Disavowal of Certain Obligations................................21
     8.11.    Material Adverse Change.........................................21
     8.12.    Change of Control, Etc..........................................21
     8.13.    Change in Management, Etc.......................................21

9.   REMEDIES.................................................................21
     9.1.     Acceleration of the Obligations.................................22
     9.2.     Default.........................................................22
     9.3.     Remedies of a Secured Party.....................................22
     9.4.     Repossession of the Collateral..................................22
     9.5.     Direct Notification.............................................22
     9.6.     Other Remedies..................................................22

10.  MISCELLANEOUS............................................................22
     10.1.    Waiver..........................................................23
     10.2.    GOVERNING LAW...................................................23
     10.3.    Survival........................................................23
     10.4.    Assignments.....................................................23
     10.5.    Counterparts....................................................23
     10.6.    Reimbursement...................................................23
     10.7.    Successors and Assigns..........................................23
     10.8.    Severability....................................................23
     10.9.    Notices.........................................................24
     10.10.   Entire Agreement; Amendments....................................24
     10.11.   Time of Essence.................................................24
     10.12.   Interpretation..................................................24
     10.13.   Lender Not a Joint Venturer.....................................24
     10.14.   JURISDICTION....................................................24
     10.15.   ACCEPTANCE......................................................24
     10.16.   Payment on Non-Business Days....................................24
     10.17.   Cure of Defaults by Lender......................................24
     10.18.   Attorney-in-Fact................................................24
     10.19.   Sole Benefit....................................................25
     10.20.   Indemnification.................................................25
     10.21.   JURY TRIAL WAIVER...............................................25
     10.22.   Terminology.....................................................25
     10.23.   Publicity.......................................................25
     10.24.   Counterclaims...................................................26
     10.25.   TM Services.....................................................26

11.  CONDITIONS PRECEDENT.....................................................26
     11.1.    Loan Documents..................................................26
     11.2.    No Default......................................................27
     11.3.    No Material Change..............................................27


<PAGE>


                           LOAN AND SECURITY AGREEMENT


         PREAMBLE. THIS LOAN AND SECURITY AGREEMENT (as it may be amended or
modified from time to time, and together with all Schedules, Riders and Exhibits
attached hereto, called herein this "Agreement") is made by UPS CAPITAL
CORPORATION, a Delaware corporation ("Lender"), with NATIONAL R.V. HOLDINGS,
INC., a Delaware corporation ("Holdings"); NATIONAL R.V., INC., a California
corporation ("NRV"); and COUNTRY COACH, INC., an Oregon corporation ("CCI")
(each, and all, as more particularly defined below, "Borrower") as of the
"Closing Date" specified below (the "Closing Date"), for the purpose of
evidencing the terms and conditions on which Lender will extend certain
financing accommodations to Borrower, as described more particularly below.
Holdings is the sole shareholder and parent company of NRV and CCI. Holdings,
NRV and CCI are engaged in a common business enterprise in which extensions of
credit to any one of them will result in direct and indirect substantive
economic benefit to each of them. Accordingly, Holdings, NRV and CCI have
applied jointly to Lender for credit extensions in the form of a revolving line
of credit, accessible by each, and secured by liens on all, or substantially
all, assets and properties of each (excluding real property, on which a negative
pledge is being issued to Lender's benefit). NRV and CCI have authorized and
directed Holdings to act as their agent (and as agent for itself) hereunder, and
Holdings has accepted such appointment. As used herein, "Borrower Agent" shall
mean and refer to Holdings acting in such agency capacity. Any actions by
Holdings as Borrower Agent shall bind itself and each of NRV and CCI. Further,
as used herein, "Borrower" shall mean and refer to each of Holdings, NRV and
CCI, jointly and severally, and to all of them, collectively, as the context
shall require or suggest.

         NOW, THEREFORE, to induce Lender to extend the financing provided for
herein, and for other good and valuable consideration, the sufficiency and
receipt of which are mutually acknowledged, Borrower agrees with Lender as
follows:

1.       DEFINITIONS, TERMS AND REFERENCES

     1.1.  Certain  Definitions.  In addition  to such other terms as  elsewhere
defined  herein,  as  used  in this Agreement  and in any
Exhibit  or  Schedule  attached  hereto,  the  following  terms  shall  have the
following meanings:

         "Accounts Receivable Collateral" shall mean and include all of
Borrower's accounts, accounts receivable, contract rights, instruments,
investment property, chattel paper and payment intangibles, including, without
limitation, all rights of Borrower to payment for goods sold or leased, or to be
sold or to be leased, or for services rendered or to be rendered, howsoever
evidenced or incurred, together with all letters of credit, letter of credit
rights and supporting obligations, all returned or repossessed goods and all
books, records, computer tapes, software, programs and ledger books arising
therefrom or relating thereto, all whether now owned or hereafter acquired and
howsoever arising.

         "Account Debtor" shall mean any Person who is obligated on any of the
Accounts Receivable Collateral or otherwise is obligated as a purchaser or
lessee of any of the Inventory Collateral.

         "Advances" shall mean advances of borrowed funds made by Lender to
Borrower under the Line of Credit.

         "Affiliate" shall mean, with respect to any Person, any Subsidiary,
Controlling shareholder, director or officer of such Person.

         "Agreement" - see Preamble.

         "Applicable Margin" shall have the meaning given to such term in
Section 2.2.1.

         "Applicable Rate" shall have the meaning given to such term in Section
2.2.1.

         "Assignment of Claims Act" shall mean the federal Assignment of Claims
Act of 1940, as it may be amended from time to time; together with all
regulations promulgated from time to time in respect thereof.

         "Balances Collateral" shall mean all deposit accounts together with all
cash or other property of Borrower which may be left with Lender or in Lender's
possession, custody or control now or at any time hereafter, including any
escrow deposits, security deposits or earnest money. The foregoing term shall
include funds from time to time on deposit in any Concentration Account.

         "Bankruptcy Code" shall mean Title 11 of the United States Code, as it
may be amended from time to time.

         "Blocked Account Agreement" shall have the meaning given to such term
in Section 2.3.4.

         "Booked Cost," in respect of Inventory Collateral, shall mean the
inventory cost accounting method employed by Borrower as of the Closing Date.

         "Borrower" -- see Preamble.

         "Borrower Agent" -- see Preamble.

         "Borrower Information Schedule" -- see Schedule "A" annexed hereto.

         "Borrowing Base" shall mean a sum determined by Lender, in its credit
judgment, from time to time, equal to: (i) up to eighty-five percent (85%) of
the net dollar amount of Eligible Accounts as at the date of determination; plus
(ii) up to fifty percent (50%) of the dollar amount of the Eligible Inventory,
valued at the lower of its Booked Cost or market value, at the date of
determination, not to exceed, in any event, as to Eligible Inventory, the lesser
of (A) Seven Million Five Hundred Thousand Dollars ($7,500,000), or (B) then
current borrowing availability under the Line of Credit determined by reference
to Eligible Accounts under clause (i) above without regard to Eligible
Inventory; minus (iii) an ongoing availability reserve of Four Million Five
Hundred Thousand Dollars ($4,500,000), at all times; minus (iv) Other Reserves.

         "Borrowing Base Certificate" shall mean a certificate, in form and
substance satisfactory to Lender, submitted by Borrower to Lender demonstrating
compliance with the Borrowing Base Requirement, as provided in Section 5.3.

         "Borrowing Base Requirement" shall have the meaning ascribed to such
term in Section 2.1.1.

         "Borrowings" shall mean total Advances outstanding from time to time.

         "Business Day" shall mean a day on which Lender is open for the conduct
of its business at its principal office in Atlanta, Georgia.

         "CCI" -- see Preamble.

         "Clearing Bank" shall have the meaning given to such term in Section
2.3.4.

         "Closing Date" shall mean the date specified in the signature page of
this Agreement as the Closing Date.

         "Collateral" shall mean the property, or interests in property, of
Borrower described as such in Article 3, plus any other property, or interests
in property, of Borrower in which Lender has, or hereafter obtains or claims, a
Lien as security for the payment of the Obligations.

         "Collateral Location" shall mean the Executive Office and each
additional location, if any, set forth and described as such on the Borrower
Information Schedule.


                                      -2-
<PAGE>

         "Collateral Status Certificate" shall mean a certificate, attached
hereto, submitted by Borrower, reflecting the status of the Collateral, as
provided in Section 5.4.

         "Collection Days" shall mean two (2) days.

         "Compliance Certificate" shall mean a certificate, in form and
substance satisfactory to Lender issued by a duly authorized officer of
Borrower, confirming Borrower's continuing compliance with this Agreement, as
provided in Section 5.7.

         "Concentration Account" shall have the meaning given to such term in
Section 2.3.4.

         "Consolidated Subsidiaries" shall mean those Subsidiaries of Borrower
(if any) existing from time to time which, for purposes of GAAP, are required to
be consolidated for financial reporting purposes.

         "Control," "Controlled" or "Controlling" shall mean, with respect to
any Person, the power to direct the management and policies of such Person,
directly, indirectly, whether through the ownership of voting securities or
otherwise.

         "Debt" means all liabilities, obligations and indebtedness of a Person,
of any kind or nature, whether now or hereafter owing, arising, due or payable,
howsoever evidenced, created, incurred, acquired or owing, whether primary,
secondary, direct, contingent, fixed or otherwise, and whether initiated,
assumed or acquired by such Person.

         "Default Condition" shall mean the occurrence of any event which, after
satisfaction of any requirement for the giving of notice or the lapse of time,
or both, would become an Event of Default.

         "Default Rate" shall mean that interest rate per annum equal to two
percent (2%) per annum in excess of the otherwise Applicable Rate payable on any
Obligation.

         "Dollars" or "$" shall mean United States Dollars.

         "Eligible Accounts" shall mean that portion of Borrower's Accounts
Receivable Collateral consisting of trade accounts receivable actually billed
to, and owing to Borrower by, its Account Debtors in the ordinary course of its
business, which Lender, in its credit judgment, has determined to be eligible
for credit extensions hereunder excluding, however, in any event, unless
otherwise approved by Lender, in its credit judgment, any such account: (i) with
respect to which any portion thereof is more than ninety (90) days past invoice
date; (ii) which is owing by any Affiliate of Borrower; (iii) which is owing by
any Account Debtor having twenty-five percent (25%) or more in face value of its
then existing accounts with Borrower ineligible hereunder pursuant to the
operation and effect of clause (i) above; (iv) which arises from any contract on
which Borrower's performance is assured by a performance, completion or other
bond; (v) constituting retainage which has been withheld from Borrower pending
contract completion, to the extent thereof; (vi) constituting a service,
warranty or similar charge, to the extent thereof; (vii) which is evidenced by a
promissory note, other instrument or chattel paper; (viii) which represents an
accord and satisfaction in respect of any prior account receivable; (ix) the
assignment of which is subject to any requirements set forth in the Assignment
of Claims Act (unless and except to the extent that Borrower has complied
therewith to Lender's satisfaction); (x) which does not conform in any respect
to the warranties and representations set forth in the Loan Documents in respect
of Accounts Receivable Collateral; (xi) which is owing by any Account Debtor
(excepting, however, Lazydays RV) whose accounts in face amount with Borrower
exceed ten percent (10%) of Borrower's Eligible Accounts, but only to the extent
of such excess; (xii) which is owing by, billed to or paid by any Account Debtor
not located in the United States of America (unless and except to the extent
that it is backed by a letter of credit issued to Borrower as beneficiary by or
through a bank headquartered in the United States which is acceptable to
Lender); (xiii) as to which a duly perfected, first priority security interest
does not exist at any time in favor of Lender; (xiv) as to which any
counterclaim, defense, setoff, deduction or contra-account exists, to the extent
thereof; or (xv) which has otherwise been determined by Lender in its credit
judgment not to be an "Eligible Account" for purposes hereof.


                                      -3-
<PAGE>

         "Eligible Inventory" shall mean that portion of the Inventory
Collateral consisting of (A) raw materials, (B) chassis and (C) new, saleable
finished goods inventory of Borrower which Lender, in its credit judgment, has
determined to be eligible for credit extensions hereunder, excluding, however,
in any event, unless otherwise approved by Lender, in its credit judgment, any
such inventory which (i) is not at all times subject to a duly perfected, first
priority security interest in favor of Lender; (ii) is not in good and saleable
condition; (iii) is on consignment from, or is subject to any purchase money
security interest in favor of, any supplier (unless and except to the extent
that an Other Reserve has been imposed in respect of, and in the amount of, such
supplier's claim); (iv) constitutes returned, repurchased, repossessed, damaged
or slow-moving goods (inventory that is more than twelve (12) months old); (v)
does not conform in all respects to the warranties and representations set forth
in the Loan Documents in respect of Inventory Collateral; (vi) is subject to a
negotiable document of title (unless issued or endorsed to Lender); (vii) is
subject to any license or other agreement that limits or restricts Borrower's or
Lender's right to sell or otherwise dispose of such inventory; (viii) is located
at a Collateral Location with respect to which, if leased by Borrower, Lender
has not received from the landlord at such location a Landlord's Agreement; and
(ix) has otherwise been determined by Lender in its credit judgment to be
excluded from "Eligible Inventory" for purposes hereof.

         "Equipment Collateral" shall mean all equipment and fixtures of
Borrower, whether now owned or hereafter acquired, wherever located, including,
without limitation, all machinery, furniture, furnishings, leasehold
improvements, computer hardware, motor vehicles, forklifts, rolling stock, dies
and tools, used or useful in Borrower's business operations.

         "Equity Interests" shall mean all capital stock, warrants and other
securities evidencing ownership of equity interests in a Person. In the case of
(i) a partnership, the foregoing includes partnership interests or shares; and
(ii) a limited liability company, the foregoing includes members' interests or
shares.

         "Event of Default" shall mean any of the events or conditions described
in Article 8, provided that any requirement for the giving of notice or the
lapse of time, or both, has been satisfied.

         "Executive Office" shall mean the address of Borrower's chief executive
office and principal place of business, as designated on the Borrower
Information Schedule.

         "Fiscal Year", in respect of a Person, shall mean the fiscal year of
such Person, as employed by such Person as of the Closing Date, and designated
as such on the Borrower Information Schedule, as to Borrower. The terms "Fiscal
Quarter" and "Fiscal Month" shall correspond accordingly thereto.

         "GAAP" shall mean generally accepted accounting principles consistently
applied for the fiscal period(s) in question.

         "Gross Uncapped Excess Availability" shall mean a sum determined by
Lender, from time to time, equal to (i) up to eighty-five percent (85%) of the
net dollar amount of Eligible Accounts as at the date of determination; plus
(ii) up to fifty percent (50%) of the dollar amount of Eligible Inventory,
valued at the lower of its Booked Cost or market value, at the date of
determination, minus (iii) the amount of any Other Reserves then in effect
relative to the Borrowing Base.

         "Guaranty" shall mean an agreement or other writing executed by a
Guarantor, in form and substance satisfactory to Lender, guaranteeing payment of
any of the Obligations or otherwise giving assurances to Lender in respect
thereof.

         "Guarantor" shall mean, individually and collectively, any and all
Persons who either, as of the Closing Date, or thereafter, join in the execution
of any Guaranty.

         "Holdings" -- see Preamble.

         "Home State" shall mean the State in which Borrower is incorporated or
otherwise organized (if Borrower is not a corporation), as set forth on the
Borrower Information Schedule.


                                      -4-
<PAGE>

         "Initial Term", in reference to the Line of Credit, shall mean a period
of three (3) years, ending on the third (3rd) anniversary of the Closing Date.

         "Insolvent", in respect of a Person, shall mean that (i) such Person is
not able to pay its Debts generally as and when they become due; or (ii) such
Person has an unreasonably small capital with which to operate; or (iii) the
total Debts and other liabilities of such Person, including contingent
liabilities, exceed the fair saleable value of the assets of such Person.

         "Intangibles Collateral" shall mean all general intangibles of
Borrower, whether now existing or hereafter acquired or arising, including,
without limitation, all copyrights, royalties, tax refunds, rights to tax
refunds, trademarks, trade names, service marks, patent and proprietary rights,
blueprints, drawings, designs, trade secrets, plans, diagrams, schematics and
assembly and display materials relating thereto, all customer lists, all books
and records, all computer software and programs, and all rights of Borrower as
purchaser, lessee, licensee or indemnitee under any contract.

         "Inventory Collateral" shall mean all inventory of Borrower, whether
now owned or hereafter acquired, wherever located, including, without
limitation, all goods of Borrower held for sale or lease or furnished or to be
furnished under contracts of service, all goods held for display or
demonstration, goods on lease or consignment, spare parts, repair parts,
returned and repossessed goods, all raw materials, work-in-process, finished
goods, catalysts and supplies used or consumed in Borrower's business, together
with all documents, documents of title, dock warrants, dock receipts, warehouse
receipts, bills of lading or orders for the delivery of all, or any portion, of
the foregoing, and any letters of credit issued in respect thereof, and all
letter of credit rights arising therefrom.

         "IP Security Agreements" shall mean, individually or collectively, as
applicable, in form and substance satisfactory to Lender, (i) a security
agreement for Trademarks, and/or (ii) a security agreement for Patents; each to
be executed by Borrower in favor of Lender on the Closing Date.

         "Landlord's Agreement" shall mean an agreement from the landlord (or
any warehouse operator, as the case may be), of any Collateral Location pursuant
to which such landlord (or warehouse operator) has waived, released or
subordinated in favor of Lender any rights it has in respect of the Collateral.

         "Lender" - see Preamble.

         "Letter of Credit" shall have the mean given to such term in Section
2.1.2.

         "LIBOR" shall mean the interest rate published under the "Money Rates"
section of The Wall Street Journal (on each date on which LIBOR is to be
determined in accordance with this definition) as the one-month London Interbank
Offered Rate (LIBOR) on such day. If The Wall Street Journal shall cease to
publish such rate (or itself to be published) then "LIBOR" shall be determined
by such comparable method as Lender shall select. For purposes of this
Agreement, the Applicable Rate determined by reference to LIBOR shall be
determined by Lender initially on the Closing Date based on LIBOR on the date
two (2) Business Days prior to the Closing Date and thereafter shall be adjusted
by Lender (if applicable) effective as of the opening of business on the first
Business Day of each calendar month based on LIBOR on the date two (2) Business
Days prior to the first Business Day of each calendar month.

         "LIBOR Borrowings" shall mean Borrowings in which the Applicable Rate
payable thereon is determined by reference to LIBOR.

         "Lien" shall mean any deed to secure debt, deed of trust, mortgage or
similar instrument, and any lien, security interest, preferential arrangement
which has the practical effect of constituting a security interest, security
title, pledge, charge, encumbrance or servitude of any kind, whether by
consensual agreement or by operation of statute or other law, and whether
voluntary or involuntary, including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof.


                                      -5-
<PAGE>

         "Line of Credit" shall refer to the line of credit in the Maximum
Amount opened by Lender in favor of Borrower pursuant to the provisions of
Section 2.1.

         "Loan Documents" shall mean this Agreement, each Note, any IP Security
Agreements, any financing statements covering portions of the Collateral, and
any and all other documents, instruments, certificates and agreements executed
and/or delivered by Borrower in connection herewith, or any one, more, or all of
the foregoing, as the context shall require.

         "Master Note" shall mean a master promissory note in form and substance
satisfactory to Lender, dated of even date herewith, as amended or supplemented
from time to time, in a principal amount equal to the maximum amount of the Line
of Credit, evidencing Advances to be obtained by Borrower under the Line of
Credit, together with any renewals or extensions thereof in whole or in part.

         "Material Adverse Change" shall mean with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration or governmental investigation or proceeding),
whether occurring singly or in conjunction with any other event or events, act
or acts, condition or conditions, occurrence or occurrences, whether or not
related, a material adverse change in, or a material adverse effect upon, any of
(a) the financial condition, operations, business, properties or prospects of
Holdings and its Consolidated Subsidiaries, taken as a whole, (b) the rights and
remedies of the Lender under any of the Loan Documents or the ability of
Borrower to perform its obligations under any of the Loan Documents, or (c) the
legality, validity or enforceability of any of the Loan Documents.

     "Materiality  Threshold"  shall mean Two  Hundred  Fifty  Thousand  Dollars
($250,000).

         "Maximum Amount" shall mean the maximum amount which is available for
borrowing under the Line of Credit (determined without regard to the Borrowing
Base Requirement), which, as of the Closing Date, is equal to Fifteen Million
Dollars ($15,000,000).

         "Note" shall mean any instrument at any time evidencing all or any
portion of any Obligations, including, particularly, the Master Note.

         "Notice of Borrowing" shall mean a notice in form and substance
satisfactory to Lender of intended Borrowing, executed by a duly authorized
officer of Borrower Agent.

         "NRV" -- see Preamble.

         "Obligations" shall mean any and all Debts of Borrower to Lender (or
any Affiliate of Lender), including, without limiting the generality of the
foregoing, any Debt of Borrower to Lender (or any Affiliate of Lender) under any
loan made to Borrower by Lender prior to the date hereof and any and all
extensions or renewals thereof in whole or in part; any Debt of Borrower to
Lender arising hereunder or as a result hereof, whether evidenced by any Note,
or constituting Advances or otherwise, including all Reimbursement Obligations,
and any and all extensions or renewals thereof in whole or in part; any Debt of
Borrower to Lender (or any Affiliate of Lender) under any later or future
advances or loans made by Lender (or any Affiliate of Lender) to Borrower, and
any and all extensions or renewals thereof in whole or in part; and any and all
future or additional Debts of Borrower to Lender (or any Affiliate of Lender)
whatsoever and in any event, whether existing as of the date hereof or hereafter
arising, whether arising under a loan, lease, credit card arrangement, line of
credit, letter of credit or other type of financing, whether initiated, assumed
or acquired by Lender, and whether direct, indirect, absolute or contingent, as
maker, endorser, guarantor, surety or otherwise, howsoever evidenced.

         "Organization Documents" shall mean the formation and governing
documents of a Person, as applicable. In the case of (i) a corporation, the
foregoing shall include its charter and bylaws; (ii) a partnership, the
foregoing shall include its partnership agreement; and (iii) a limited liability
company, the foregoing shall include its operating agreement.


                                      -6-
<PAGE>

         "Other Reserves" shall mean such reserves against the Borrowing Base
and borrowing availability under the Line of Credit, in addition to the reserve
described in clause (iii) of the definition of Borrowing Base, as Lender may
establish from time to time in its credit judgment.

         "Permitted Encumbrances" shall mean: (i) Liens for taxes not yet due
and payable or being actively contested as permitted by this Agreement, but only
if such Liens do not adversely affect Lender's rights or the priority of
Lender's security interest in the Collateral; (ii) carriers', warehousemen's,
mechanics', materialmen's, repairmen's or other like Liens arising in the
ordinary course of business, payment for which is not yet due or such payment is
being Properly Contested; (iii) pledges or deposits in connection with worker's
compensation, unemployment insurance and other social security legislation; (iv)
deposits to secure the performance of utilities, leases, statutory obligations
and surety and appeal bonds and other obligations of a like nature arising by
statute or under customary terms regarding depository relationships on deposits
held by financial institutions with whom Borrower has a banker-customer
relationship; (v) typical restrictions imposed by licenses and leases of
software (including location and transfer restrictions); (vi) Liens in favor of
Lender; (vii) Liens granted by Borrower or any Subsidiary to vendors or
financiers of capital assets i.e., equipment, machinery or real property, to
secure the payment of Purchase Money Debt so long as (A) such Debt is permitted
to be incurred hereunder, (B) such Liens extend only to the specific assets so
purchased, secure only such deferred payment obligation and related interest,
fees and charges and no other Debt, and (C) such Liens are promptly released
upon the payment in full of such Debt, (viii) those Liens if any listed on
Schedule B attached hereto and made a part hereof; (ix) any Lien arising
pursuant to an order of attachment, distraint or similar legal process arising
in connection with legal proceedings, but only if and so long as such proceeding
is being Properly Contested; (x) any Lien existing on real property (but not on
any Collateral) at the time such real property is acquired by Borrower or a
Subsidiary, but only for so long as such Lien is and will remain confined to the
real property subject to such Lien at the time such real property is acquired
and (xi) any Lien constituting a renewal, replacement or extension of a Lien
constituting a Permitted Lien by virtue of clause (vii), (viii), (ix) or (x).

         "Permitted Temporary Collateral Locations" has the meaning given to
such term in Section 3.2.5.

         "Person" shall mean any individual, partnership, corporation, limited
liability company, joint venture, joint stock company, trust, governmental unit
or other entity.

         "Prime Rate" shall mean the interest rate published under the "Money
Rates" section of The Wall Street Journal (on each day on which it is published)
as the "prime rate" on such day, as such rate may change from time to time;
provided, however, that if The Wall Street Journal shall cease to publish such
rate (or itself to be published); then, the "Prime Rate" shall be the highest
among the prime or base rates then publicly announced by Bank of America, N.A.,
J.P. Morgan Chase Bank and Wachovia Bank, N.A. (or their respective
successors-in-interest). For purposes of this Agreement the Applicable Rate
determined by reference to the Prime Rate shall be determined by Lender on each
Business Day based on the Prime Rate on such Business Day and shall be effective
as of the opening of business on such day.

         "Prime Rate Borrowings" shall mean Borrowings in which the Applicable
Rate payable thereon is determined by reference to the Prime Rate.

         "Properly Contested" shall mean, in respect of any tax or similar claim
the non-payment of which has or may by virtue of any legal proceeding undertaken
in regard thereto give rise to the imposition of a Lien on any property of
Borrower, the contesting of the payment thereof by Borrower (i) in good faith
and by appropriate proceedings, as to which Borrower maintains reasonable
reserves on its books therefor at all pertinent times, (ii) the enforcement or
execution of any such Lien arising therefrom is stayed at all times pending
resolution of such contest, (iii) Borrower pays any amount (with interest and
any penalties, as applicable) determined to be owing upon resolution of such
contest promptly and in any event prior to enforcement or execution of any such
Lien, and (iv) if Lender determines that any such Lien may adversely affect
Lender's rights in or the priority of Lender's security interest in the
Collateral, then, pending resolution of such contest, Lender has imposed
reserves within the Borrowing Base equivalent to the amount in dispute.

         "Purchase Money Debt" shall mean Debt incurred by Borrower or any
Subsidiary in connection with the acquisition of capital assets for the cost
thereof (including any for the deferred payment of any purchase price).


                                      -7-
<PAGE>

         "Reimbursement Obligations" has the meaning given to such term in
Section 2.1.2.

         "Securities Collateral" shall mean all securities and investment
property of Borrower, whether now owned or hereafter acquired, including all
Equity Interests owned in any Subsidiary at any time.

         "Subordinated Debt" shall mean any Debt owing by Borrower from time to
time which has been subordinated to the Obligations pursuant to a Subordination
Agreement.

         "Subordination Agreement" shall mean an agreement in form and substance
satisfactory to Lender between or among Borrower, Lender and any other creditor
of Borrower pursuant to which such other creditor shall agree to subordinate
Debt of Borrower owing to it to the Obligations.

         "Subsidiary" shall mean any corporation, partnership, business
association or other entity (including any Subsidiary of any of the foregoing)
of which Borrower owns, directly or indirectly through one or more Subsidiaries,
more than fifty percent (50%) of the capital stock or other Equity Interest
having ordinary power for the election of directors or others performing similar
functions.

         "Telephone Instruction Letter" shall mean a letter, dated the Closing
Date, issued by a duly authorized officer of Borrower.

         "Termination Date" shall mean the earlier to occur of the following
dates: (i) that date on which, pursuant hereto, Lender terminates the Line of
Credit (or the Line of Credit is deemed automatically terminated) subsequent to
the occurrence of an Event of Default; (ii) the last day of the Initial Term.

         "UCC" shall mean the Uniform Commercial Code of Georgia, as in effect
from time to time.

     1.2. Use of Defined  Terms.  All terms  defined in this  Agreement  and the
Exhibits  shall  have the same  defined  meanings  when used in any  other  Loan
Documents, unless the context shall require otherwise.

     1.3. Accounting Terms. All accounting terms not specifically defined herein
shall have the meanings generally attributed to such terms
under GAAP.

     1.4. UCC Terms. Any terms defined in Articles 8 or 9 of the UCC,  including
"accounts",  "chattel paper",  "investment  property,"  "instruments",  "general
intangibles", "inventory," "equipment," "fixtures," "securities" and "investment
property"  shall have the same  meanings  given to such terms  thereunder as and
when used in the Loan Documents.

2.       THE FINANCING.


     2.1. Extensions of Credit.


     2.1.1. Line of Credit.  On the Closing Date,  subject to fulfillment of all
conditions precedent set forth herein,  Lender agrees to open the Line of Credit
in favor of  Borrower so that,  during the period from the Closing  Date to, but
not including,  the  Termination  Date, so long as there is not in existence any
Event of Default and the requested  Borrowing,  if made, will not cause an Event
of Default to exist,  Borrower may borrow and repay and reborrow  Advances under
the Line of Credit;  subject,  however, to the requirement that at no time shall
the sum of (i) the aggregate principal amount of outstanding  Advances under the
Line of Credit plus (ii) the amount available for drawing under each outstanding
Letter of Credit plus (iii) all outstanding Reimbursement Obligations exceed the
lesser of: (A) the Maximum  Amount or (B) the Borrowing  Base (such  requirement
being  generally  referred to herein as the "Borrowing Base  Requirement");  and
subject,  further,  to the  requirement  that  if,  at any time  hereafter,  the
Borrowing Base Requirement is not satisfied, Borrower will immediately repay the
then  principal  balance of the Master Note by that amount  necessary to satisfy
the  Borrowing  Base  Requirement.  All  proceeds so obtained  under the Line of
Credit  shall be used by  Borrower  to  refinance  existing  Debt or for working
capital  in such  manner as  Borrower  may elect in the  ordinary  course of its
business  operations.  The Debts  arising from  Advances made to or on behalf of
Borrower  under the Line of Credit shall be evidenced by the Master Note,  which
shall be executed by Borrower and delivered to Lender on the Closing  Date.  The
outstanding principal amount of the Master Note may fluctuate from time to time,
but shall be due and  payable in full on the  Termination  Date,  and shall bear
interest from the date of each  disbursement  of principal until paid in full at
the Applicable Rate, payable in the manner described in Section 2.2.1.  Borrower
may  request  Advances  under the Line of Credit by giving to Lender a Notice of
Borrowing  not later than 1:00 p.m.  (Atlanta,  Georgia time) on the date of the
requested  Advance;  provided,  however,  that, in accordance with the Telephone
Instruction  Letter,  Borrower  may  provide  such  instructions  by  telephone,
provided, further, that any such telephone request shall be confirmed in writing
not later than the Business Day  following  the  disbursement  of the  requested
Advance.  The Line of Credit shall terminate on the Termination Date, but may be
terminated  earlier by Borrower,  upon its giving at least ten (10) days advance
written notice to Lender,  subject,  however, to Borrower's payment of any early
termination fee then due (if so specified in Section 2.2.2).


                                      -8-
<PAGE>

     2.1.2. Letters of Credit.  Borrower has proposed that the Line of Credit be
utilized from time to time, at  Borrower's  request,  to support the issuance of
one or more  letters of credit for the account of Borrower  (each,  a "Letter of
Credit," and, collectively,  "Letters of Credit"), either by Lender's making (or
joining with Borrower in making) application to the issuer(s) of such Letters of
Credit  (the  "Issuers"  or an  "Issuer")  therefor,  or  otherwise  by Lender's
issuance of a risk  participation or similar agreement in favor of the Issuer(s)
in regard thereto (the foregoing herein called, generally, a "Risk Participation
Arrangement").  Lender has agreed to such  proposal,  subject,  however,  to the
following terms, covenants and conditions:

     (a)  Notice.  Borrower  shall give Lender at least five (5)  Business  Days
advance  written  notice of  Borrower's  request  that Lender  enter into a Risk
Participation  Arrangement (a "Risk Participation  Request") specifying the face
amount of the  underlying  Letter of Credit,  its issuer,  its expiry date,  its
beneficiary and its purpose; e.g., whether "commercial" or "standby."

     (b) Acceptance of Risk Participation.  Lender may accept or reject any Risk
Participation   Request.   Without   limitation  of  the   foregoing,   no  Risk
Participation Request will be accepted if: (i) any Default Condition or Event of
Default then exists;  (ii) the face amount of the Letter of Credit  specified in
the Risk Participation  Request,  when added to the sum of (1) all Advances then
outstanding  plus (2) the amount  available for drawing  under each  outstanding
Letter of Credit plus (3) all outstanding Reimbursement Obligations, would cause
the  Borrowing  Base  Requirement  to be exceeded;  (iii) the expiry date of the
Letter of Credit specified in the Risk Participation Request exceeds the earlier
of: (A) one (1) year, or (B) the  Termination  Date; (iv) the face amount of the
Letter of Credit specified in the Risk  Participation  Request,  when aggregated
with the face  amounts of all  Letters  of Credit  for which Risk  Participation
Arrangements are then  outstanding,  would exceed $7,000,000 or such greater sum
as Lender may establish  from time to time as an absolute limit on the amount of
outstanding  Letters of Credit issued  pursuant  hereto;  (v) the Issuer has not
been  selected  by, or approved  by,  Lender;  or (vi) Lender and the Issuer are
unable to reach  agreement  on the terms of the  underlying  Risk  Participation
Arrangement.

     (c)  Accepted  Risk  Participations.  Once Lender has entered into any Risk
Participation  Arrangement with respect to a Letter of Credit, then: (i) pending
its expiry,  the amount  available for drawing under each Letter of Credit shall
be added to all outstanding Advances plus the amount available for drawing under
all other  outstanding  Letters  of Credit  plus all  outstanding  Reimbursement
Obligations for purposes of determining  Borrower's  ongoing compliance with the
Borrowing Base  Requirement;  i.e., the amount thereof shall be charged  against
borrowing  availability  under the Line of Credit; and (ii) if Lender remits any
payment  to the  Issuer in respect  of such  Letter of  Credit,  whether  upon a
drawing therefor,  in settlement  thereof or otherwise,  the full amount of such
payment shall be automatically charged as an Advance (whether or not an Event of
Default  then exists or would be caused  thereby);  and Lender  shall  reimburse
itself from the proceeds  thereof;  or, if such Advance cannot be made; i.e., if
the Line of Credit already has terminated,  then, Borrower shall, on demand from
Lender,  reimburse  Lender for the full amount of such  payment  (the  foregoing
herein called Borrower's "Reimbursement Obligations").

     (d) Reimbursement Obligations. Borrower's Reimbursement Obligations arising
from  time  to  time  hereunder   shall:   (i)  be   continuing,   absolute  and
unconditional;  (ii)  constitute  part of the  Obligations and be secured by all
Collateral;  (iii) if not paid in full  when  due,  either  by the  making of an
Advance or otherwise,  bear interest  until fully paid at the Default Rate;  and
(iv) survive termination of the Line of Credit.


                                      -9-
<PAGE>

     (e) Cash Imposts.  If any Default  Condition or Event of Default  exists at
any time while any such Risk Participation  Arrangement is in effect, Lender may
require  that  cash  equal  in  amount  to 110% of the  undrawn  amount  of each
underlying  Letter of Credit be posted with  Lender by  Borrower  as  additional
Collateral  for the payment of Borrower's  Reimbursement  Obligations  in regard
thereto;  or, if Lender is then or thereafter  enforcing its rights and remedies
respecting Collateral, Lender may reserve from the proceeds thereof such cash in
order to assure that the  Reimbursement  Obligations then  outstanding  shall be
paid when due.

     (f) Letter of Credit Fees.  In  consideration  of Lender's  entry into each
Risk Participation Arrangement, unless otherwise agreed to by Lender at or prior
to the issuance of any Letter of Credit, Borrower shall pay to Lender a fee (the
"Letter of Credit Fee"),  equal in amount to two percent (2%) per annum, due and
payable  monthly in arrears,  on the first day of each  calendar  month,  on the
amount of Letters of Credit  outstanding on each day during the preceding month,
in addition to any  administrative  fees or administrative  charges which Lender
pays to the  Issuer in respect  of such  Letter of  Credit,  which also shall be
reimbursed to Lender by Borrower, upon demand.

     (g)  Indemnity.  Borrower  shall  indemnify and save Lender and hold Lender
harmless from any loss, damage,  cost or expense which Lender incurs in entering
into, or performing under, any Risk Participation Arrangement,  other than those
resulting  from the gross  negligence  or  willful  misconduct  of Lender or its
Affiliates.

     2.2. Interest and Other Charges.

     2.2.1.  Interest.  Lender and Borrower agree that the interest rate payable
on the Borrowings shall be determined and paid as follows:

     (a) Interest Charges.  Outstanding  Advances under the Line of Credit shall
bear interest at the Applicable Rate. As used herein, the term "Applicable Rate"
shall mean either (i) the Prime Rate plus the Applicable  Margin (as hereinafter
defined) or (ii) LIBOR plus the Applicable  Margin; in each case, as selected by
Borrower  from  time to time;  subject,  however,  to the  following  terms  and
conditions:  (i) unless and until Lender receives  written notice from Borrower,
subject to clauses (ii) and (iii) below,  all Borrowings  shall be made as LIBOR
Borrowings;  (ii) if,  subsequent  to the Closing  Date,  it becomes  illegal or
impracticable  for Lender to use LIBOR in determining the Applicable Rate, then,
thenceforth,  all  Borrowings  shall be made as (or  converted  to)  Prime  Rate
Borrowings;  and (iii)  during  any time that an Event of  Default  exists,  all
Borrowings  shall be made as (or  converted to) Prime Rate  Borrowings.  As used
herein,  "Applicable  Margin" shall mean,  initially,  (i)  three-fourths of one
percent (3/4%) per annum,  in respect of Prime Rate  Borrowings;  and (ii) three
and 75/100ths of one percent (3.75%) per annum, in respect of LIBOR  Borrowings;
provided, however, that, notwithstanding the foregoing,  commencing upon receipt
by Lender pursuant to Section 5.6 of Borrower's audited financial statements for
its Fiscal Year  ending  December  31,  2003,  and  continuing  thereafter,  the
Applicable  Margin shall be determined  quarterly,  based upon  Borrower's  Debt
Service  Coverage Ratio  computed at the end of each Fiscal  Quarter  (beginning
with the Fiscal  Quarter  ending  December 31,  2003),  and then compared to the
following table:
<PAGE>



                                      -10-
<TABLE>
<S>                                     <C>                                      <C>

---------------------------------------- -------------------------------------- --------------------------------------
If Debt Service Coverage Ratio is:       Applicable Margin for LIBOR            Applicable Margin for Prime Rate
                                         Borrowings shall be:                   Borrowings shall be:
---------------------------------------- -------------------------------------- --------------------------------------

                <1.00:1                                 3-3/4%                                  3/4%
                -

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

           >1.00:1; <2.00:1                             3-1/2%                                  1/2%
                    -

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

           >2.00:1; <3.00:1                             3-1/4%                                  1/4%
                    -

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

                >3.00:1                                   3%                                     0%

---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

Except as set forth hereinabove in respect of Borrower's 2003 audited financial
statements, all determinations of Applicable Margin by Lender shall be made from
Borrower's unaudited quarterly financial statements delivered to Lender pursuant
to Section 5.5. If any financial statements (whether audited or unaudited) used
in making the foregoing determinations of Applicable Margin are not timely
delivered in accordance with Sections 5.5 and 5.6, then, unless and until such
financial statements are delivered to Lender (and without waiving any Event of
Default resulting from their non-delivery), the Applicable Margin shall be
determined based on a presumed Debt Service Coverage Ratio of less than 1.00:1.
In addition, if and so long as any Event of Default then exists, no downward
adjustment to the Applicable Margin otherwise available to Borrower hereunder
shall be implemented. As used herein "Debt Service Coverage Ratio" shall mean
the ratio of: (i) Operating Cash Flow, to (ii) Fixed Charges, determined
quarterly, on a trailing four (4) Fiscal Quarters' basis, where: (i) "Operating
Cash Flow" shall mean the net income of Holdings and its Consolidated
Subsidiaries (excluding therefrom any extraordinary items of gain or loss) for
the four (4) Fiscal Quarters in question, plus, to the extent deducted from
revenue in determining such net income amount, the following expenses: interest,
taxes, depreciation and amortization; and (ii) "Fixed Charges" shall mean the
sum, for the same said fiscal period in question, of (i) all scheduled principal
amortization of funded Debt, (ii) all interest expense, and (iii) all operating
lease expense of Holdings and its Consolidated Subsidiaries.

     (b) Payment of Interest.  Accrued  interest on Borrowings  shall be due and
payable  monthly in arrears,  on the first day of each calendar  month,  for the
preceding  calendar month (or portion  thereof),  commencing on the first day of
the first calendar  month  following the Closing Date;  and after  maturity,  on
demand.

     (c) Calculation of Interest and Fees. Interest on Borrowings (and any fees,
including  Letter of Credit Fees,  described in Section 2.2.2  computed on a per
annum basis) shall be  calculated on the basis of a 360-day year and actual days
elapsed. The Applicable Rate for each Prime Rate Advance and LIBOR Advance shall
change  with  each  change in the  Prime  Rate or LIBOR,  as the case may be, as
determined by Lender in accordance with Section 1.1, effective as of the opening
of business on the Business Day of such change.

     (d)  Charging of  Interest  and Costs.  Accrued and unpaid  interest on any
Borrowings, any outstanding fees described in Section 2.2.2 and any reimbursable
costs and expenses  specified in Section  10.6,  may,  when due and payable,  be
paid, at Lender's option (without any obligation to do so), by Lender's charging
the Line of Credit for an Advance in the amount  thereof;  but Borrower shall be
and remain responsible for the payment of such sums to the extent not so paid by
Lender.

     2.2.2.  Fees. In addition to the payment of interest at the Applicable Rate
and the charging of Letter of Credit fees  pursuant to Section  2.1.2,  Borrower
shall also be obligated to pay Lender all fees and charges
specified below:

     (a) Closing Fee and Annual Loan Fee. On the Closing  Date, a fully  earned,
non-refundable  closing  fee  equal to  one-half  of one  percent  (1/2%) of the
Maximum Amount;  and,  annually on each anniversary of the Closing Date, a fully
earned,  non-refundable  annual fee equal to one-fourth of one percent (1/4%) of
the Maximum Amount.


                                      -11-
<PAGE>

     (b) Early Termination/Prepayment Fee. If this Agreement is terminated prior
to the  Termination  Date,  there  shall be due and  payable to Lender upon such
termination  occurring,  as liquidated damages for the loss of its bargain,  and
not as a  penalty,  a sum  equal  to the  product  of (i)  the  Maximum  Amount,
multiplied by (ii) a  percentage,  equal to (A) three percent (3%), if the early
termination  occurs on or before the first  anniversary of the Closing Date, (B)
one percent (1%), if the early termination occurs after the first anniversary of
the Closing Date,  but on or before the second  anniversary of the Closing Date;
and  (C)  one-half  of one  percent  (1/2%),  if the  early  termination  occurs
thereafter.  Notwithstanding the foregoing, no prepayment/early  termination fee
shall be payable  pursuant  to this  Section  2.2.2(b)  in  connection  with any
prepayment  of the  Obligations  in whole (and  concurrent  termination  of this
Agreement)  or in part using  proceeds of another  loan or loans  obtained  from
Lender or any of its Affiliates.

     (c) Audit Fees.  With respect to field audits  conducted by Lender pursuant
to Section 5.2,  based on a ninety (90) day audit cycle (which may be increased,
in Lender's  discretion,  whenever an Event of Default  exists),  Borrower shall
reimburse  Lender on demand the sum of $850.00 per  auditor per day  (limited to
$15,000  per year unless an Event of Default  then  exists)  plus  out-of-pocket
expenses.

     (d)  Non-Usage  Fee.  Monthly,  on the  first day of each  calendar  month,
commencing on the first of such dates following the Closing Date, Borrower shall
pay to Lender a fee equal to (x) 375/1,000ths of one percent (.375% ) per annum,
times (y) the difference  between (A) the Maximum Amount, and (B) the sum of (i)
the aggregate amount of outstanding  Advances plus (ii) the amount available for
drawing  under each  outstanding  Letter of Credit  plus  (iii) all  outstanding
Reimbursement  Obligations,   determined  on  a  daily  average  basis  for  the
immediately preceding calendar month (or portion thereof, as the case may be).

     (e) Miscellaneous  Fees.  Borrower shall also reimburse Lender for returned
item fees and bank service charges levied by any financial institution on Lender
in connection  with  remittances  made or received in furtherance  hereof,  plus
handling fees.  Wire transfer fees incurred by Lender in such regards shall also
be reimbursed at cost plus handling fees.

     2.2.3. Usury Savings  Provisions.  Lender and Borrower hereby further agree
that the only  charge  imposed by Lender upon  Borrower  for the use of money in
connection  herewith is and shall be interest at the  Applicable  Rate, and that
all other charges  imposed by Lender upon Borrower in connection  herewith,  are
and shall be deemed to be charges made to compensate Lender for underwriting and
administrative  services and costs,  and other services and costs  performed and
incurred,  and to be performed and incurred, by Lender in connection with making
credit  available to Borrower  hereunder,  and shall under no  circumstances  be
deemed to be charges for the use of money. In no contingency or event whatsoever
shall the aggregate of all amounts deemed interest  hereunder or under the Notes
and charged or collected  pursuant to the terms of this Agreement or pursuant to
the Notes  exceed the highest  rate  permissible  under any law which a court of
competent jurisdiction shall, in a final determination,  deem applicable hereto.
In the event that such a court  determines  that  Lender has charged or received
interest  hereunder in excess of the highest applicable rate, the rate in effect
hereunder  shall  automatically  be reduced to the  maximum  rate  permitted  by
applicable  law and  Lender  shall  promptly  refund to  Borrower  any  interest
received by Lender in excess of the maximum  lawful rate or, if so  requested by
Borrower,  shall apply such excess to the principal  balance of the Obligations.
It is the intent  hereof that  Borrower  not pay or  contract  to pay,  and that
Lender not receive or contract to receive,  directly or indirectly in any manner
whatsoever,  interest  in excess of that  which  may be paid by  Borrower  under
applicable law.

     2.3. General Provisions as to Payments.

     2.3.1.  Method  of  Payment.  Unless  and  except to the  extent  otherwise
approved in writing by Lender from time to time, payments of interest,  fees and
principal  pursuant to this  Agreement  must be received by Lender at an account
designated by Lender for such purpose no later than 11:00 a.m. (Atlanta, Georgia
time) on the date when due, in federal or other funds  immediately  available to
Lender in Atlanta, Georgia, without setoff, discount or deduction.

     2.3.2.  Application  of Payment.  Except as otherwise  expressly  set forth
herein,  all  payments  received  by  Lender  hereunder  shall  be  applied,  in
accordance with the then current billing statement  applicable to the Borrowing,
first  to  accrued  interest,  then to  fees,  and then to  principal  due.  Any
remaining  funds  shall  be  applied  to the  further  reduction  of  principal.
Notwithstanding  the  foregoing,  upon the  occurrence  of an Event of  Default,
payments  shall be applied to the  Obligations  in such order as Lender,  in its
sole discretion, may elect.


                                      -12-
<PAGE>

     2.3.3.  Crediting of Payments. The receipt of any item of payment by Lender
shall be applied to reduce the Obligations,  as provided in Section 2.3.2,  but,
for purposes of computing interest charges hereunder,  each such item of payment
shall be deemed paid and applied the number of days after actual receipt thereof
specified as Collection Days in Section 1.1.

     2.3.4.  Collections.  Effective not later than the Closing  Date,  Borrower
shall have  established,  and thereafter  Borrower shall maintain,  with Bank of
America,  N.A.  or one or more  other  banks  acceptable  to  Lender  ("Clearing
Banks"),  deposit  accounts  into which all proceeds of  Collateral,  including,
particularly,  payments on  Accounts  Receivable  Collateral,  shall be remitted
("Concentration  Accounts").  Concentration  Accounts  shall  be  maintained  in
Borrower's  name,  but for Lender's  benefit,  and  Borrower,  Clearing Bank and
Lender  shall have  entered into a tri-party  agreement,  in form and  substance
satisfactory to Lender, (a "Blocked Account Agreement") pursuant to which, among
other  things,  Clearing  Bank shall agree to remit all  collected  funds in its
Concentration  Account  directly to Lender for application to the Obligations as
prescribed  below.  All collected funds  deposited into a Concentration  Account
shall be remitted on a daily basis directly to Lender for  application to Lender
as provided in Section 2.3.2.  The foregoing shall be in addition to, and not in
limitation  of,  Lender's  rights  to  collect  Accounts  Receivable  Collateral
directly after an Event of Default has occurred and while it is  continuing,  as
provided hereinbelow.

     3. SECURITY INTEREST.

     3.1.  Grant of  Security  Interest.  As  security  for the  payment  of all
Obligations,  Borrower  hereby grants to Lender a continuing,  general lien upon
and  security  interest  and  security  title in and to all assets of  Borrower,
wherever  located (other than real property),  whether now existing or hereafter
acquired or arising,  including all of the following  property,  or interests in
property of Borrower,  namely: (a) the Accounts Receivable  Collateral;  (b) the
Inventory  Collateral;   (c)  the  Equipment  Collateral;  (d)  the  Intangibles
Collateral;  (e) the Securities Collateral; (f) the Balances Collateral; and (g)
all products and/or proceeds of any and all of the foregoing, including, without
limitation,  insurance  proceeds.  All of the foregoing shall constitute part of
the Collateral.

     3.2.  Representations,  Warranties and Covenants  Applicable to Collateral.
Borrower represents, warrants and covenants
that:

     3.2.1.  Good Title.  Borrower has marketable title to the Collateral,  free
and clear of all Liens, other than any Permitted Encumbrances.

     3.2.2.  Right to Pledge.  Borrower has full right,  power and  authority to
grant to Lender a security  interest  in the  Collateral  on the terms set forth
herein,  and the grant of such  security  interest  shall not result in Borrower
being in default of any other  Debt or require  Borrower  to grant a Lien on any
Collateral to the holder of any such Debt.

     3.2.3.  Sale of Collateral.  Borrower will not sell,  lease,  exchange,  or
otherwise dispose of any of the Collateral  without the prior written consent of
Lender or, in any event grant a Lien or permit a Lien to exist  thereon,  except
for a Permitted Encumbrance,  except that: (i) Borrower may sell portions of its
inventory in the ordinary  course of business for cash, or on open account or on
other terms of payment ordinarily  extended to its customers (but any bulk sales
thereof shall be prohibited)  and (ii) Borrower may sell,  exchange or otherwise
dispose of portions of its equipment which are obsolete,  worn-out or unsuitable
for  continued use by Borrower if such  equipment is replaced  promptly upon its
disposition with equipment constituting equipment having a market value equal to
or greater  than the  equipment  so disposed of and in which Lender shall obtain
and have a first  priority  security  interest  pursuant  hereto,  provided that
Borrower  need not replace  such  equipment if it  determines  in its good faith
business  judgment that  replacement  is not necessary and the aggregate  market
value of such equipment  which is sold,  exchanged or otherwise  disposed of and
not replaced in any Fiscal Year does not exceed the Materiality Threshold.  Upon
the sale,  exchange or other disposition of any Collateral  permitted to be sold
hereunder,  the  security  interest  and lien  created and  provided for herein,
without break in continuity and without further formality or act, shall continue
in and attach to any proceeds thereof, including, without limitation,  accounts,
contract  rights,  shipping  documents,  documents  of title,  bills of  lading,
warehouse receipts,  dock warrants,  dock receipts and cash or noncash proceeds,
and in the event of any unauthorized sale or other  disposition,  shall continue
in the Collateral itself.


                                      -13-
<PAGE>

     3.2.4.  Insurance.  Borrower  will obtain and  maintain  insurance  on that
portion of the Collateral  consisting of tangible  property with such companies,
in such amounts and against such risks as are customary in  Borrower's  industry
and as  Lender  may  reasonably  request,  with  loss  payable  to Lender as its
interests may appear. Such insurance shall not be cancelable by Borrower, unless
with the prior written consent of Lender, or by Borrower's insurer,  unless with
at least thirty (30) days (or any lesser  number of days  otherwise  approved by
Lender) advance written notice to Lender. In addition,  Borrower shall cause its
insurer to provide Lender with at least thirty (30) days advance  written notice
prior to insurer's  nonrenewal  of such  insurance.  Borrower  shall  provide to
Lender a copy of each such policy. All proceeds received by Lender as loss payee
of any such  insurance  shall be applied to the  Obligations,  unless  otherwise
approved by Lender.  Borrower  shall file with  Lender on the  Closing  Date and
annually  thereafter  a  detailed  list of  such  insurance  as then in  effect,
certified by  Borrower's  insurer,  together with copies of all policies of such
insurance  (if  requested  by  Lender).  Within  thirty  (30) days  after  being
requested by Lender to do so, Borrower will obtain such additional insurance (or
increase its existing  coverage) as Lender may request (but not more  frequently
than annually, unless an Event of Default then exists).

     3.2.5. Location. As of the Closing Date, the Collateral is situated only at
one or more of the Collateral Locations,  and Borrower covenants with Lender not
to locate  the  Collateral  at any  location  other than a  Collateral  Location
without  giving  at least  thirty  (30) days  prior  written  notice to  Lender;
provided,  however, as is customary in its industry,  Borrower will be permitted
to transport to and from, and to temporarily store,  finished goods inventory at
industry  shows  ("Permitted  Temporary  Collateral  Location"),  provided  that
Borrower  provides  Lender  with at least  five (5) days  prior  written  notice
thereof and (ii) this Section shall not apply to Collateral utilized by Borrower
as demonstration units.

     3.2.6.  Further Assurances.  Borrower shall duly execute and/or deliver (or
cause to be duly executed and/or delivered) to Lender any instrument,  letter of
credit,  invoice,  document,  document of title,  dock  warrant,  dock  receipt,
warehouse  receipt,  bill of lading,  order,  financing  statement,  assignment,
waiver,  consent or other writing which may be reasonably necessary to Lender to
carry out the terms of this Agreement and any of the other Loan Documents and to
perfect  its  security   interest  in  and  facilitate  the  collection  of  the
Collateral,   the  proceeds  thereof,   and  any  other  property  at  any  time
constituting security to Lender. Borrower shall perform or cause to be performed
such acts as Lender may request to establish and maintain for Lender a valid and
perfected  security  interest in and security title to the Collateral,  free and
clear of any liens,  encumbrances  or security  interests  other than  Permitted
Encumbrances.   In  addition  to  the  foregoing,  Borrower  hereby  irrevocably
authorizes  Lender  to  complete  and file  initial  or "in  lieu of"  financing
statements in each  jurisdiction  which now or hereafter  has in effect  revised
Article 9 of the Uniform  Commercial  Code,  giving notice of Lender's  security
interest in the Collateral and describing the Collateral  generally;  e.g., "all
personal  property and fixtures," or  particularly,  all as Lender sees fit; and
Borrower  agrees  not to file any  amendment  to, or  termination  of,  any such
financing   statement   without   Lender's  prior  written  consent  unless  all
Obligations  have been  fully paid and  satisfied  and this  Agreement  has been
terminated.

     4. GENERAL  REPRESENTATIONS  AND  WARRANTIES.  In order to induce Lender to
enter into this  Agreement,  Borrower  hereby  represents and warrants to Lender
(which  representations and warranties,  together with any other representations
and  warranties  of Borrower  contained  elsewhere in this  Agreement,  shall be
deemed to be renewed as of the date of each Advance), as set forth below:

     4.1.  Existence  and  Qualification.  Borrower is duly  organized,  validly
existing  and in good  standing  under  the  laws of its  Home  State  with  its
principal place of business,  chief  executive  office and office where it keeps
all of its books and records being located at the Executive Office, and Borrower
is duly  qualified  to do  business  in each other  state in which a  Collateral
Location is situated or wherein the conduct of its business or the  ownership of
its  property  requires  such  qualification,  except where the failure to be so
qualified  could not  reasonably  be  expected  to result in a Material  Adverse
Change.  Borrower has as its official name, as registered  with the secretary of
state of its Home State, the words inscribed on the signature page hereof as its
name, and, except as may be described on the Borrower Information Schedule,  has
not done business  under any other name within the five (5) years  preceding the
Closing Date.


                                      -14-
<PAGE>

     4.2. Authority;  and Validity and Binding Effect. Borrower has the power to
make, deliver and perform under the Loan Documents, and to borrow hereunder, and
has taken all  necessary  and  appropriate  action to authorize  the  execution,
delivery and performance of the Loan Documents. This Agreement constitutes,  and
the  remainder of the Loan  Documents,  as and when  executed and  delivered for
value received,  will  constitute,  the valid  obligations of Borrower,  legally
binding upon it and enforceable  against it in accordance with their  respective
terms,  except  as  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,   moratorium  or  similar  laws  affecting  the  enforcement  of
creditors' rights generally.

     4.3. Incumbency and Authority of Signing Officers. Each undersigned officer
of Borrower holds the office  specified  hereinbelow  and, in such capacity,  is
duly authorized and empowered to execute,  attest and deliver this Agreement and
the remainder of the Loan  Documents for and on behalf of Borrower,  and to bind
Borrower accordingly thereby.

     4.4. No Material  Litigation.  On the  Closing  Date,  except as may be set
forth on the  Borrower  Information  Schedule,  there  are no legal  proceedings
pending  (or,  so far as  Borrower  knows,  threatened),  before  any  court  or
administrative  agency  which,  if adversely  determined,  could  reasonably  be
expected to result in a Material Adverse Change.

     4.5.  Taxes.  As of the Closing  Date,  Borrower  has filed or caused to be
filed  or has  obtained  valid  extensions  for the  filing  of all tax  returns
required to be filed by it and has paid all taxes shown to be due and payable by
it on said returns or on any assessments made against it, except for taxes being
contested  in good  faith  (with  appropriate  reserves  shown on the  financial
statements of Borrower).

     4.6.  Capital.  All Equity  Interests of Borrower issued and outstanding on
the  Closing  Date are  validly  and  properly  issued  in  accordance  with all
applicable  laws.  Holdings owns all Equity  Interests in each of NRV and CCI on
the Closing Date.

     4.7. Organization. The Organization Documents of Borrower are in full force
and effect under the laws of the state of its Home State,  and all amendments to
the  Organization  Documents  have  been  duly and  properly  made  under and in
accordance with all applicable laws.

     4.8. No  Insolvency.  After giving  effect to the execution and delivery of
the  Loan  Documents  and  the  extension  of  any  credit  or  other  financial
accommodations hereunder, Borrower will not be Insolvent.

     4.9. No Violations. The execution,  delivery and performance by Borrower of
this  Agreement and the other Loan  Documents  have been duly  authorized by all
necessary  organizational action on the part of Borrower and do not and will not
require any consent or approval of the  Shareholders  of  Borrower,  violate any
provision of any law,  rule,  regulation,  order,  writ,  judgment,  injunction,
decree,  determination  or award  presently in effect  having  applicability  to
Borrower or of any Organization  Documents of Borrower, or result in a breach of
or constitute a default  under any indenture or loan or credit  agreement or any
other agreement, lease or instrument to which Borrower is a party or by which it
or its properties may be bound or affected; and Borrower is not in default under
any such indenture,  agreement,  lease or instrument or, to its knowledge, under
any such law, rule,  regulation,  order,  writ,  judgment,  injunction,  decree,
determination or award.


                                      -15-
<PAGE>

     4.10.  Financial  Statements.  The financial statements of Holdings and its
Consolidated  Subsidiaries (if any) for its most recently  completed Fiscal Year
and for that  portion of its current  Fiscal  Year ended with that Fiscal  Month
ended  closest to the  Closing  Date for which  financial  statements  have been
prepared, including balance sheet, income statement and, if available, statement
of changes in cash  flow,  copies of which  heretofore  have been  furnished  to
Lender, are complete and accurately and fairly represent the financial condition
of  Holdings  and its  Consolidated  Subsidiaries  (if any),  the results of its
operations and the  transactions  in its equity accounts as of the dates and for
the periods referred to therein, and have been prepared in accordance with GAAP,
subject  in the  case  of  unaudited  financial  statements  to  year-end  audit
adjustments and the completion of footnotes.  There are no material liabilities,
direct or indirect,  fixed or contingent,  of Holdings or any such  Consolidated
Subsidiaries as of the date of such financial statements which are not reflected
therein or in the notes thereto.  No Material  Adverse Change has occurred since
the  date  of the  balance  sheet  contained  in the  annual  audited  financial
statement of Borrower described hereinabove.

     4.11.  Compliance with Laws.  Borrower is in compliance with all applicable
laws, rules, regulations and orders of any governmental authority on the Closing
Date,  where  noncompliance  therewith would or could  reasonably be expected to
result  in  a  Material  Adverse  Change.  Borrower  possesses  all  franchises,
certificates,  licenses,  permits  and other  authorizations  from  governmental
political subdivisions or regulatory authorities,  and all patents,  trademarks,
service marks, trade names, copyrights, licenses and other, similar rights, free
from burdensome restrictions, that are necessary for the ownership,  maintenance
and operation of any of its properties  and assets,  except if and to the extent
that the  failure  to  possess  any of the  foregoing  could not  reasonably  be
expected  to  result  in a  Material  Adverse  Change;  and  Borrower  is not in
violation  of any thereof,  except any thereof the  violation of which could not
reasonably be expected to result in a Material  Adverse  Change.  A complete and
accurate  list of all such  patents,  trademarks,  service  marks,  trade names,
copyrights, licenses and other, similar rights owned by Borrower in existence on
the Closing  Date is set forth on the  Borrower  Information  Schedule  attached
hereto.

     4.12.  Subsidiaries.  As of the Closing Date, Holdings has no Subsidiaries,
except NRV and CCI; and neither NRV nor CCI has any Subsidiaries.

     4.13. Federal Taxpayer  Identification Number.  Borrower's federal taxpayer
identification number is as indicated on the Borrower Information Schedule.

     5. AFFIRMATIVE COVENANTS.  Borrower covenants to Lender that from and after
the Closing Date,  and so long as any amounts remain unpaid on account of any of
the Obligations or this Agreement  remains  effective  (whichever is the last to
occur),  Borrower  will comply (and cause each  Subsidiary  to comply)  with the
affirmative covenants set forth below:

     5.1.  Records  Respecting  Collateral.  All  records of  Borrower  and each
Subsidiary with respect to the Collateral  will be kept at its Executive  Office
(or at the primary  address of the Subsidiary) and will not be removed from such
address without the prior written consent of Lender.

     5.2. Right to Inspect and Conduct Audits.  Lender (or any Person or Persons
designated  by it)  shall  have the  continuing  right to call at the  Executive
Office or any Collateral Location during regular business hours of Borrower and,
without  hindrance  or  delay,  inspect,  audit,  check and make  extracts  from
Borrower's or any Subsidiary's books, records,  journals,  orders,  receipts and
any correspondence  and other data relating to the Collateral,  to Borrower's or
any  Subsidiary's  business  or to any other  transactions  between  the parties
hereto.  Any such Person or Persons  conducting such inspections or audits shall
maintain the confidentiality of such records and other information in accordance
with Lender's  customary  practices  relative to records and  information of its
customers  and  will  conduct  such   inspections  or  audits  so  as  to  avoid
unreasonable disruption of the normal operations of Borrower.

     5.3.  Borrowing  Base  Certificates.  On a weekly basis,  or more (or less)
frequently if required (or approved) by Lender from time to time, Borrower shall
prepare and  deliver to Lender a  Borrowing  Base  Certificate  with  respect to
satisfaction  of the  Borrowing  Base  Requirement  as of  the  date  of  report
submission,  the statements in which, in each instance, shall be certified as to
truth and accuracy by a duly authorized officer of Borrower Agent.

     5.4.  Collateral  Status  Certificates.  Borrower  Agent shall,  as soon as
practicable,  but in any event on or before  twenty-five (25) days after the end
of each Fiscal  Month,  furnish or cause to be  furnished to Lender a Collateral
Status  Certificate,  certified by a duly authorized  officer of Borrower Agent,
showing (i) the  aggregate  dollar  value of the items  comprising  the Accounts
Receivable Collateral and the age of each individual item thereof as of the last
day of the preceding Fiscal Month  (segregating such items in such manner and to
such  degree as Lender  may  request),  plus  (ii) the  type,  dollar  value and
location  of the  Inventory  Collateral  as at the end of the  preceding  Fiscal
Month,  valued at the lower of its Booked  Cost or market  value,  plus (iii) an
accounts payable aging. Additionally,  Lender may, from time to time, verify the
individual  account balances of any individual  Account Debtors.  Further,  upon
request from Lender,  made at any time  hereafter,  and, in any event,  with the
above-described  Collateral Status Certificate for the month of December in each
year,  Borrower  Agent shall furnish  Lender with a then current  Account Debtor
name and address list.



                                      -16-
<PAGE>

     5.5.  Periodic  Financial  Statements.  Borrower  Agent  shall,  as soon as
practicable, and in any event within twenty-five (25) days after the end of each
Fiscal Month,  furnish to Lender unaudited financial  statements of Holdings and
each  Consolidated   Subsidiary  (if  any),  including  balance  sheets,  income
statements and statements of cash flow, for the Fiscal Month ended,  and for the
Fiscal  Year  to  date,  on  a   consolidated   and,  if  requested  by  Lender,
consolidating  basis. All such financial statements shall be certified by a duly
authorized  officer of Borrower to present  fairly the  financial  position  and
results of  operations  of Holdings and its  Consolidated  Subsidiaries  for the
period  involved in accordance  with GAAP (but for the omission of footnotes and
subject to year-end audit adjustments).

     5.6.  Annual  Financial  Statements.  Borrower  Agent  shall,  as  soon  as
practicable,  and in any event  within  ninety  (90) days  after the end of each
Fiscal  Year,  furnish to Lender the annual  audit  report of  Holdings  and its
Consolidated  Subsidiaries (if any), certified without material qualification by
independent   certified  public  accountants  selected  by  Borrower  Agent  and
acceptable  to Lender,  and  prepared in  accordance  with GAAP,  together  with
relevant  financial  statements of Holdings and such Subsidiaries for the Fiscal
Year then ended,  on a  consolidating  and a consolidated  basis, if applicable.
Borrower  Agent shall cause said  accountants to furnish Lender with a statement
that in making their examination of such financial statements,  they obtained no
knowledge  of any Event of  Default  or  Default  Condition  which  pertains  to
accounting matters relating to this Agreement or the Notes, or, in lieu thereof,
a statement  specifying  the nature and period of existence of any such Event of
Default or Default Condition disclosed by their examination.

     5.7. Compliance  Certificate.  Borrower Agent shall, on a monthly basis not
later than  twenty-five  (25) days  after the close of each of its first  eleven
Fiscal  Months and not later than ninety (90) days after the close of its Fiscal
Year, certify to Lender, in a Compliance  Certificate,  that no Event of Default
and no Default  Condition exists or has occurred,  or, if an Event of Default or
Default Condition exists, specifying the nature and period of existence thereof.
Each such Compliance  Certificate shall include a computation showing compliance
with all financial covenants set forth in Article 7.

     5.8.  Payment  of  Taxes.  Borrower  shall  pay and  discharge  all  taxes,
assessments  and  governmental  charges  upon it, its income and its  properties
prior to the date on which penalties  attach  thereto,  unless and to the extent
only that the payment thereof is being Properly Contested.

     5.9.  Change  of  Principal  Place  of  Business,   Etc.   Borrower  hereby
understands  and agrees that if, at time  hereafter,  Borrower or any Subsidiary
elects to move its Executive  Office, or if Borrower or any Subsidiary elects to
change its name,  identity or its organization  structure,  Borrower will notify
Lender in writing at least  thirty  (30) days prior  thereto  and,  at  Lender's
request, comply (or cause its Subsidiary to comply) with Section 3.2.6 hereof to
the extent  Lender  determines  that any new or  additional  actions  need to be
undertaken in regard thereto.

     5.10. Waivers. With respect to each of the Collateral  Locations,  Borrower
will use its reasonable  best efforts to obtain Landlord  Agreements,  to insure
the priority of its security interest in that portion of the Collateral situated
at such  locations.  Should  Borrower  be  unable to  obtain  any such  Landlord
Agreements,  Borrower  understands  that Lender may impose rent  reserves on the
Borrowing Base for each affected Collateral Location.


     5.11. Preservation of Existence.  Borrower shall preserve and maintain (and
cause its Subsidiaries to preserve and maintain) its  organizational  existence,
rights,  franchises  and  privileges  in its Home State,  and qualify and remain
qualified to do business in each  jurisdiction  in which such  qualification  is
necessary or desirable in view of its business and  operations  or the ownership
of its properties.

     5.12.  Compliance With Laws.  Borrower and each of its  Subsidiaries  shall
comply with the  requirements  of all applicable  laws,  rules,  regulations and
orders of any governmental  authority,  noncompliance  with which would or could
reasonably be expected to result in a Material Adverse Change.  Without limiting
the foregoing,  each of Borrower and its Subsidiaries  shall obtain and maintain
all permits,  licenses and other  authorizations  which are required under,  and
otherwise comply with, all federal, state, and local laws and regulations.



                                      -17-
<PAGE>

     5.13.  Certain Required  Notices.  Promptly,  upon its receipt of notice or
knowledge  thereof,  Borrower  Agent will  report to Lender:  (i) any lawsuit or
administrative  proceeding  in which  Borrower or any  Subsidiary is a defendant
which, if decided adversely to Borrower or such Subsidiary,  could reasonably be
expected  to result in a Material  Adverse  Change;  or (ii) the  existence  and
nature of any Default Condition or Event of Default;

     5.14. Inventory  Appraisals.  Promptly,  upon its receipt of notice thereof
from Lender,  which notice may be given by Lender at any time that either (i) an
Event of Default exists or (ii) any Inventory Advances are outstanding, Borrower
shall,  at its  own  expense,  obtain  an  appraisal  of its  inventory  from an
independent  appraiser  selected  or  approved  by,  Lender  using an  appraisal
methodology required or approved by Lender. For purposes hereof,  Advances shall
be considered made, first, against Eligible Accounts and, then, against Eligible
Inventory (and repayments of Advances shall be considered  made vice versa).  In
such regard,  any Advances  outstanding made against Eligible Inventory shall be
considered as "Inventory Advances."

     5.15.  Compensation.  Annually,  on or prior to January  15 of each  Fiscal
Year, Borrower Agent shall provide Lender with a copy of Borrower's compensation
plan for such  Fiscal  Year,  including  base  salaries,  bonuses  and bases for
receipt of bonus payments.

     6. NEGATIVE COVENANTS. Borrower covenants to Lender that from and after the
Closing Date,  and so long as any amount remains unpaid on account of any of the
Obligations  or this  Agreement  remains  effective  (whichever  is the  last to
occur),  Borrower will not do (and will not permit any Subsidiary to do), any of
the things or acts set forth  below,  except with the prior  written  consent of
Lender:

     6.1. Encumbrances.  Create, assume, or suffer to exist any Lien, except for
Permitted Encumbrances.

     6.2. Debt. Incur, assume, or suffer to exist any Debt, except for: (i) Debt
to Lender or any  Affiliate  of Lender;  (ii)  trade  payables  and  contractual
obligations  to  suppliers  and  customers  incurred in the  ordinary  course of
business; (iii) accrued pension fund and other employee benefit plan obligations
and  liabilities  (provided,  however,  that such  Debt  does not  result in the
existence of any Event of Default or Default Condition under any other provision
of this Agreement); (iv) deferred taxes; (v) Debt resulting from endorsements of
negotiable  instruments  received in the ordinary  course of its business;  (vi)
Purchase Money Debt;  (vii)  Subordinated  Debt;  (viii)  intercompany  Debt and
intercompany lease obligations among the entities comprising Borrower, (ix) Debt
under worker's compensation  self-insurance,  (x) Debt described in Section 6.3,
(xi) Debt arising from repurchase  obligations owed to floor plan lenders in the
ordinary  course of business;  and (x) other Debt (in addition to that described
in the preceding  clauses (i) through (x)) in an aggregate  principal amount not
in excess of the Materiality  Threshold (as to all entities comprising Borrower,
combined) at any time.

     6.3. Contingent Liabilities. Guarantee, endorse, become surety with respect
to or otherwise become directly or contingently liable for or in connection with
the  obligations  of any other  person,  firm,  or  corporation,  except for (i)
endorsements of negotiable  instruments for collection in the ordinary course of
business,  (ii)  repurchase  agreements  granted  to floor  plan  lenders in the
ordinary course of business and (iii) other contingent  liabilities (in addition
to those described in the preceding clauses (i) and (ii)) in an aggregate amount
not in  excess  of the  Materiality  Threshold  (as to all  entities  comprising
Borrower, combined) at any time.

     6.4.  Redemption.  Purchase,  redeem, or otherwise acquire for value any of
its Equity  Interests  except  that Borrower  may accept  stock for
payment of shares underlying its options.

     6.5. Investments. Make any investment in cash or by delivery of property to
any Person,  whether by  acquisition  of Equity  Interests or Debt,  or by loan,
advance or capital  contribution,  or otherwise,  in any Person or property of a
Person  (herein  called,  subject  to  the  following  exceptions,   "Restricted
Investments"), except for: (i) assets acquired from time to time in the ordinary
course of business;  (ii) current  assets  arising from the sale of goods or the
provision  of  services  in the  ordinary  course of  business;  (iii)  loans or
advances made to employees for salary, commissions,  travel or the like, made in
the  ordinary  course of  business  not to  exceed,  in  aggregate  amount,  the
Materiality Threshold (as to each Borrower); (iv) intercompany investments among
the entities  comprising  Borrower and (v) other  investments made subsequent to
the Closing Date but prior to the Termination  Date, not to exceed, in aggregate
amount,  the  Materiality  Threshold  (as to all entities  comprising  Borrower,
combined).



                                      -18-
<PAGE>

     6.6. Mergers. Dissolve or otherwise terminate its organizational status; or
enter into any merger,  reorganization  or  consolidation  (except for a merger,
reorganization  or  consolidation of NRV with or into CCI or of CCI with or into
NRV); or make any substantial  change in the basic type of business conducted by
Borrower and its Subsidiaries, as of the Closing Date.

     6.7.  Business  Locations.  Transfer  the  Executive  Office,  or open  new
Collateral  Locations  (other than Permitted  Temporary  Collateral  Locations),
except upon at least thirty (30) days prior  written  notice to Lender and after
the delivery to Lender of financing  statements,  if required by Lender, in form
satisfactory  to Lender,  to perfect or continue the perfection of Lender's Lien
thereon.

     6.8.  Affiliate  Transactions.  Enter into, or be a party to, or permit any
Subsidiary to enter into or be a party to, any  transaction  with any Affiliate,
except in the ordinary course of and pursuant to the reasonable  requirements of
Borrower's  or such  Subsidiary's  business and upon fair and  reasonable  terms
which are fully  disclosed to Lender and are no less  favorable to Borrower than
would be expected to be obtained in a comparable arm's length transaction with a
Person not an Affiliate.

     6.9.  Subsidiaries.  Create any  Subsidiary  or divest itself of any assets
exceeding the Materiality Threshold by transferring them to any Subsidiary which
exists on the Closing Date or is hereafter created with Lender's consent (except
for transfers of assets among the entities comprising
Borrower).

     6.10. Fiscal Year. Change its Fiscal Year, or permit any Subsidiary to have
a fiscal year different from the Fiscal Year of Borrower.

     6.11. Disposition of Assets. Sell, lease or otherwise dispose of any of its
properties,  including  any  disposition  of  property  as  part  of a sale  and
leaseback  transaction,  to or in  favor  of any  Person,  except  as  otherwise
expressly  permitted,  as to  certain  Collateral,  in  Article 3 and except for
sales,  leases or other  dispositions of property among the entities  comprising
Borrower.

     6.12.  Federal  Taxpayer   Identification  Number.  Change  or  permit  any
Subsidiary to change its federal taxpayer identification  number  without prior
written notice to Lender.

     6.13.  Subordinated  Debt. Pay any  Subordinated  Debt except to the extent
expressly  provided in the  Subordination  Agreement or as Lender  otherwise may
consent from time to time.

     6.14.  Restrictions  on  Subsidiaries.  Enter into or assume any  agreement
(other than the Loan  Documents)  prohibiting or otherwise  restricting  (i) the
creation or assumption of any Lien upon its or any Subsidiaries'  properties, or
(ii) the ability of any Subsidiary to pay dividends or make other  distributions
or transfers to Borrower.

     6.15. Different Business. Engage in any businesses other than businesses of
the type engaged in by Borrower and its Subsidiaries as of the Closing Date.

     7. FINANCIAL  COVENANTS.  Holdings covenants to Lender that, from and after
the Closing Date and so long as any amount  remains on unpaid  account of any of
the Obligations or this Agreement  remains  effective  (whichever is the last to
occur), it will comply with the financial covenants set forth below.

     7.1. Minimum Tangible Net Worth. Holdings shall maintain a minimum Tangible
Net Worth of at least the following amounts, measured monthly at the end of each
Fiscal Month: (i) from the Closing Date through December 31, 2002,  $98,000,000;
(ii) from January 1, 2003 through  December 31, 2003,  $100,626,000;  (iii) from
January 1, 2004 through December 31, 2004, $101,466,000; and (iv) from and after
January 1, 2005,  $110,483,000.  As used herein, "Tangible Net Worth" shall mean
Holdings' book net worth,  determined on a  consolidated  basis for Holdings and
its Consolidated Subsidiaries in accordance with GAAP, with inventory calculated
on a FIFO basis, minus all assets of Holdings and such Subsidiaries constituting
(i) goodwill, patents, copyrights,  trademarks, trade names and other intangible
assets,  (ii) write-ups of assets,  (iii) unamortized debt discount and expense,
(iv)  deferred  charges,  and (v)  any  Debts  owing  to such  Person  from  any
shareholders,  officers or directors of such Person,  or from any  Affiliates or
Subsidiaries of such Person.  For purposes hereof,  any minority interest in any
Subsidiary shown on Holdings' balance sheet shall be excluded from its net worth
and be included in its total liabilities.


                                      -19-
<PAGE>

     Notwithstanding  the foregoing,  if and so long as Excess  Availability (as
hereinafter defined), determined as of the last day of each Fiscal Month, equals
or exceeds Five Million Dollars  ($5,000,000),  the foregoing covenant shall not
apply. As used herein,  "Excess  Availability" shall mean the amount (if any) on
any date by which  (i) the  Gross  Uncapped  Excess  Availability,  as then most
recently  reported to and  computed by Lender,  exceeds  (ii) the greater of (A)
outstanding   Advances  plus  the  amount   available  for  drawing  under  each
outstanding Letter of Credit plus outstanding  Reimbursement Obligations on such
date, or (B) the daily mean average of outstanding  Advances,  amounts available
for drawing under  outstanding  Letters of Credit and outstanding  Reimbursement
Obligations during the Fiscal Month in question.

     7.2. Capital Expenditures. Holdings and its Consolidated Subsidiaries shall
not  expend,   in  Capital   Expenditures,   more  than  Four  Million   Dollars
($4,000,000),  in the  aggregate,  for all such  expenditures  in any one Fiscal
Year. As used herein, "Capital Expenditures" shall mean all expenditures made in
respect  of  the  cost  of any  fixed  asset  or  improvement,  or  replacement,
substitution,  or  addition  thereto,  having a useful life of more than one (1)
year, including, without limitation, those arising in connection with the direct
or indirect  acquisition  of such assets by way of increased  product or service
charges or offset items or in connection with Capital Leases.  "Capital  Leases"
shall mean any leases of  property  than,  in  accordance  with GAAP,  should be
reflected as liabilities on the balance sheet of a Person.

     8. EVENTS OF DEFAULT.  The occurrence of any events or conditions set forth
below  shall  constitute  an  Event  of  Default  hereunder,  provided  that any
requirement  for the  giving of notice or the lapse of time,  or both,  has been
satisfied:

     8.1.  Obligations.  Borrower  shall fail to make any  payment on any of its
Obligations,  when due, and such Default  Condition shall continue for three (3)
or more Business Days without cure.

     8.2.  Misrepresentations.  Any representations or warranties made herein or
in  any of the  Loan  Documents  or in any  Guaranty  or in any  certificate  or
statement  furnished at any time hereunder or in connection with any of the Loan
Documents or any Guaranty  shall prove to have been untrue or  misleading in any
material respect when made or furnished.

     8.3.  Certain  Covenants.  Borrower  shall  default  in the  observance  or
performance  of any  covenant or  agreement  contained  in Articles 5 (excepting
Sections 5.8, 5.11 and 5.12), 6 or 7.

     8.4.  Other  Covenants.  Borrower,  any  Subsidiary or any Guarantor  shall
default in the observance or performance of any covenant or agreement  contained
herein, in any of the other Loan Documents or any Guaranty (other than a default
the performance or observance of which is dealt with  specifically  elsewhere in
this Article 8) unless (i) with respect to this Agreement, such default is cured
to Lender's  satisfaction  within  thirty (30) days after the sooner to occur of
receipt of notice of such  default from Lender or the date on which such default
first becomes known to Borrower and (ii) with respect to any other Loan Document
or  Guaranty,  such  default  is  cured  to  Lender's  satisfaction  within  any
applicable grace, cure or notice and cure period contained therein or within the
thirty (30) day period described in the preceding  clause (i),  whichever is the
later.

     8.5. Other Debts.  Borrower,  any Subsidiary or any Guarantor shall default
in connection  with any agreement for Debt exceeding the  Materiality  Threshold
with any creditor,  including Lender, which entitles said creditor to accelerate
the maturity thereof.

     8.6. Voluntary Bankruptcy.  Borrower, any Subsidiary or any Guarantor shall
file a  voluntary  petition  in  bankruptcy  or a  voluntary  petition or answer
seeking liquidation, reorganization,  arrangement, readjustment of its debts, or
for any other relief under the  Bankruptcy  Code,  or under any other act or law
pertaining to insolvency or debtor relief,  whether state,  Federal, or foreign,
now or hereafter existing; Borrower, any Subsidiary or any Guarantor shall enter
into any agreement  indicating its consent to, approval of, or acquiescence  in,
any such petition or proceeding; Borrower, any Subsidiary or any Guarantor shall
apply for or permit the  appointment by consent or  acquiescence  of a receiver,
custodian or trustee of Borrower,  any  Subsidiary or any Guarantor for all or a
substantial  part of its  property;  Borrower,  any  Subsidiary or any Guarantor
shall  make an  assignment  for the  benefit  of  creditors;  or  Borrower,  any
Subsidiary  or any  Guarantor  shall be or become  Insolvent;  or Borrower,  any
Subsidiary or any Guarantor shall admit, in writing, its inability or failure to
pay its debts generally as such debts become due.



                                      -20-
<PAGE>

     8.7. Involuntary Bankruptcy.  There shall have been filed against Borrower,
any Subsidiary or any Guarantor an involuntary petition in bankruptcy or seeking
liquidation,  reorganization,  arrangement, readjustment of its debts or for any
other relief under the Bankruptcy Code, or under any other act or law pertaining
to  insolvency  or debtor  relief,  whether  state,  federal or foreign,  now or
hereafter  existing;  Borrower,  any Subsidiary or any Guarantor shall suffer or
permit  the  involuntary  appointment  of a  receiver,  custodian  or trustee of
Borrower,  any  Subsidiary or any Guarantor or for all or a substantial  part of
its property;  or Borrower,  any  Subsidiary  or any  Guarantor  shall suffer or
permit the issuance of a warrant of  attachment,  execution  or similar  process
against all or any substantial part of the property of Borrower,  any Subsidiary
or any  Guarantor;  or any motion,  complaint or other  pleading is filed in any
bankruptcy  case of any person or entity other than Borrower,  any Subsidiary or
any Guarantor and such motion,  complaint or pleading seeks the consolidation of
Borrower's,  any Subsidiary's or any Guarantor's assets and liabilities with the
assets  and  liabilities  of such  person or entity  and such  proceeding  shall
continue undismissed and unstayed for a period of sixty (60) days.

     8.8.  Damage,  Loss,  Theft or Destruction of Collateral.  There shall have
occurred  material  uninsured  damage to, or loss,  theft or destruction of, any
Collateral having a value,  based on the lower of its depreciated cost or market
value, exceeding the Materiality Threshold.

     8.9.  Judgments.  A final  judgment  or order for the  payment  of money is
rendered  against  Borrower,  any  Subsidiary  or  any  Guarantor  in an  amount
exceeding the Materiality  Threshold (exclusive of amounts covered by insurance)
and either (x) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order,  or (y) a stay of  enforcement  of such judgment or
order,  by reason of a pending  appeal or otherwise,  shall not be in effect for
any period of sixty (60) consecutive days.

     8.10.  Disavowal  of Certain  Obligations.  Any Person  (other than Lender)
party to a Guaranty or  Subordination  Agreement  shall disavow its  obligations
thereunder; or any such Guaranty or Subordination Agreement is alleged to be, or
determined  by any  governmental  authority  to be,  invalid,  unenforceable  or
otherwise not binding on any Person party thereto (other than Lender),  in whole
or in part.

     8.11.  Material  Adverse  Change.  There shall occur any  Material  Adverse
Change.

     8.12.  Change of Control,  Etc. Any Person,  or group of Persons  acting in
concert,  not in Control of Holdings on the Closing Date shall obtain Control of
Holdings.

     8.13. Change in Management,  Etc. Holdings shall fail to maintain generally
executive management of Borrower  satisfactory to Lender having sufficient skill
and  experience  in  Borrower's  industry  to manage  Borrower  competently  and
efficiently.

     9. REMEDIES.  Upon the occurrence or existence of any Event of Default,  or
at any time thereafter, without prejudice to the rights of Lender to enforce its
claims  against  Borrower  for damages for failure by Borrower to fulfill any of
its obligations hereunder, subject only to prior receipt by Lender of payment in
full of all Obligations then outstanding in a form acceptable to Lender,  Lender
shall have all of the rights and remedies  set forth below,  and it may exercise
any one, more, or all of such remedies, in its sole discretion,  without thereby
waiving  any  of  the  others;  provided,  however,  that,  in  addition  to the
foregoing,  if the Event of Default is in respect of Section  8.6 or 8.7,  then,
automatically,  immediately  upon  such  Event  of  Default  occurring,  without
necessity of any further  action on Lender's  part,  all  commitments  of Lender
hereunder  and  under  all  other  Loan  Documents  shall  terminate,   and  all
Obligations shall be immediately due and payable.


                                      -21-
<PAGE>

     9.1. Acceleration of the Obligations.  Lender, at its option, may terminate
all  commitments  of Lender  hereunder and under all other Loan  Documents,  and
declare all of the Obligations to be immediately due and payable,  whereupon the
same shall  become  immediately  due and payable  without  presentment,  demand,
protest,  notice of  nonpayment  or any other  notice  required by law  relative
thereto,  all of  which  are  hereby  expressly  waived  by  Borrower,  anything
contained  herein to the  contrary  notwithstanding.  If any note of Borrower to
Lender  constituting  Obligations,  including,  without  limitation,  any of the
Notes,  shall be a demand  instrument,  however,  the recitation of the right of
Lender to declare any and all  Obligations  to be  immediately  due and payable,
whether such recitation is contained in such note or in this Agreement,  as well
as the  recitation  of  the  above  events  permitting  Lender  to  declare  all
Obligations due and payable, shall not constitute an election by Lender to waive
its right to demand  payment  under a demand  at any time and in any  event,  as
Lender  in its  discretion  may deem  appropriate.  Thereafter,  Lender,  at its
option,  may, but shall not be obligated  to, accept less than the entire amount
of Obligations due, if tendered,  provided,  however, that unless then agreed to
in writing by Lender,  no such acceptance shall or shall be deemed to constitute
a waiver of any Event of Default or a reinstatement of any commitments of Lender
hereunder or under all other Loan Documents.

     9.2.  Default.  If Lender so elects, by further written notice to Borrower,
Lender may increase the rate of interest  charged on the Notes then  outstanding
for so long  thereafter as Lender further shall elect by an amount not to exceed
the Default Rate.
<PAGE>

     9.3.  Remedies of a Secured Party.  Lender shall  thereupon have the rights
and  remedies  of a secured  party  under the UCC in effect on the date  thereof
(regardless  whether  the same has been  enacted in the  jurisdiction  where the
rights or remedies are asserted),  including,  without limitation,  the right to
take  possession of any of the  Collateral or the proceeds  thereof,  to sell or
otherwise  dispose of the same,  to apply the  proceeds  therefrom to any of the
Obligations in such order as Lender, in its sole discretion,  may elect.  Lender
shall give Borrower  written  notice of the time and place of any public sale of
the Collateral or the time after which any other intended disposition thereof is
to be made. The  requirement of sending  reasonable  notice shall be met if such
notice is given to  Borrower  at least ten (10) days  before  such  disposition.
Expenses of retaking, holding, insuring, preserving,  protecting,  preparing for
sale or selling or the like with respect to the Collateral shall include, in any
event,  reasonable  attorneys'  fees and other  legally  recoverable  collection
expenses, all of which shall constitute Obligations.

     9.4. Repossession of the Collateral.  Lender may take the Collateral or any
portion thereof into its possession, by such means (without breach of the peace)
and through  agents or otherwise as it may elect (and, in connection  therewith,
demand that  Borrower  assemble the  Collateral at a place or places and in such
manner as Lender shall  prescribe),  and sell, lease or otherwise dispose of the
Collateral  or any  portion  thereof  in its then  condition  or  following  any
commercially  reasonable preparation or processing,  which disposition may be by
public  or  private  proceedings,  by one or  more  contracts,  as a unit  or in
parcels,  at any  time  and  place  and on any  terms,  so long as the  same are
commercially reasonable and Borrower hereby waives all rights which Borrower has
or may have under  applicable  law to notice and to a judicial  hearing prior to
seizure of any Collateral by Lender.

     9.5. Direct Notification. Lender may, additionally, in its sole discretion,
at any time that an Event of  Default  exists,  direct  Account  Debtors to make
payments on the Accounts Receivable Collateral, or portions thereof, directly to
Lender,  and the Account Debtors are hereby  authorized and directed to do so by
Borrower  upon  Lender's  direction,  and the  funds so  received  shall be also
deposited in the Concentration  Account, or, at the election of Lender, upon its
receipt  thereof,  be applied  directly to repayment of the  Obligations in such
order as Lender, in its sole discretion,  shall determine, until all Obligations
are paid and satisfied in full.

     9.6. Other Remedies. Unless and except to the extent expressly provided for
to the  contrary  herein,  the  rights of Lender  specified  herein  shall be in
addition to, and not in limitation of, Lender's rights under the UCC, as amended
from time to time, or any other  statute or rule of law or equity,  or under any
other  provision of any of the Loan  Documents,  or under the  provisions of any
other  document,  instrument or other writing  executed by Borrower or any third
party  in  favor  of  Lender,  all of which  may be  exercised  successively  or
concurrently.



                                      -22-
<PAGE>

     10. MISCELLANEOUS

     10.1. Waiver.  Each and every right granted to Lender under this Agreement,
or any of the other Loan Documents, or any other document delivered hereunder or
in  connection  herewith or allowed it by law or in equity,  shall be cumulative
and may be  exercised  from time to time.  No  failure  on the part of Lender to
exercise,  and no delay in  exercising,  any  right  shall  operate  as a waiver
thereof,  nor  shall  any  single  or  partial  exercise  by Lender of any right
preclude  any other or future  exercise  thereof  or the  exercise  of any other
right.  No waiver by Lender of any Default  Condition or Event of Default  shall
constitute a waiver of any subsequent Default Condition or Event of Default.

     10.2.  GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,  AND THE
RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES  HEREUNDER  AND  THEREUNDER,  SHALL BE
GOVERNED BY, AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH, THE LAWS OF THE
STATE OF GEORGIA.

     10.3. Survival.  All representations,  warranties and covenants made herein
and in the Loan  Documents  shall survive the execution and delivery  hereof and
thereof. The terms and provisions of this Agreement shall continue in full force
and  effect,  notwithstanding  the  payment  of one or more of the  Notes or the
termination of the Line of Credit,  until all of the Obligations  have been paid
in full and Lender has terminated this Agreement in writing.

     10.4.  Assignments.  No assignment  hereof or of any Loan Document shall be
made by Borrower without the prior written consent of Lender. Lender may assign,
or sell  participations in, its right, title and interest herein and in the Loan
Documents at any time hereafter without notice to or consent of Borrower.

     10.5.  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which when fully executed shall be an original, and all of
said counterparts  taken together shall be deemed to constitute one and the same
agreement.

     10.6. Reimbursement.  Borrower shall pay to Lender on demand all reasonable
out-of-pocket  costs  and  expenses  that  Lender  pays or  actually  incurs  in
connection  with  the   negotiation,   preparation,   consummation,   amendment,
modification,  enforcement  and termination of this Agreement and the other Loan
Documents,  including,  without limitation:  (a) fees and disbursements of legal
counsel; (b) costs and expenses of lien and title searches insurance; (c) actual
taxes, fees and other charges for recording any mortgages,  filing any financing
statements and continuations, and other actions to perfect, protect and continue
the Lien of Lender in the  Collateral;  (d) sums paid or incurred to pay for any
amount or to take any action  required of Borrower under the Loan Documents that
Borrower  fails to pay or take;  (e)  costs of  appraisals,  inspections,  field
audits and verifications of the Collateral, including, without limitation, costs
of travel,  for  inspections  of the  Collateral  and  Borrower's  operations by
Lender; (f) costs and expenses of preserving and protecting the Collateral;  and
(g)  after  an  Event  of  Default,  costs  and  expenses  (including  fees  and
disbursements  of legal  counsel)  paid or  incurred  to obtain  payment  of the
Obligations,  enforce the  Lender's  Lien in any  Collateral,  sell or otherwise
realize upon the  Collateral,  and otherwise  enforce the provisions of the Loan
Documents or to defend any claim made or threatened  against  Lender arising out
of  the  transactions   contemplated  hereby  (including,   without  limitation,
preparations for and consultations  concerning any such matters).  The foregoing
shall  not be  construed  to limit any other  provisions  of the Loan  Documents
regarding costs and expenses to be paid to Borrower.  All of the foregoing costs
and expenses may, in the discretion of Lender, be charged as Advances.  Borrower
will pay all expenses  incurred by it in the transaction.  In the event Borrower
becomes a debtor under the Bankruptcy Code,  Lender's secured claim in such case
shall  include  interest  on the  Obligations  and all fees,  costs and  charges
provided for herein (including,  without limitation,  reasonable attorneys' fees
actually incurred) all for the extent allowed by the Bankruptcy Code.

     10.7.  Successors and Assigns.  This Agreement and Loan Documents  shall be
binding upon and inure to the benefit of the successors and permitted assigns of
the parties hereto and thereto.

     10.8.  Severability.  If any provision this Agreement or of any of the Loan
Documents or the application thereof to any party thereto or circumstances shall
be invalid or unenforceable to any extent,  the remainder of such Loan Documents
and  the   application  of  such  provisions  to  any  other  party  thereto  or
circumstance shall not be affected thereby and shall be enforced to the greatest
extent permitted by law.



                                      -23-
<PAGE>

     10.9. Notices. All notices,  requests and demands to or upon the respective
parties  hereto  shall be deemed to have been  given or made when  received,  if
either  personally  delivered,  delivered  by a  recognized  national  overnight
courier service or delivered by the U.S. Post Office, by registered or certified
mail, postage prepaid; in each case,  addressed as follows: (i) for Lender, care
of the address of Lender  inscribed  beneath its signature  hereinbelow and (ii)
for Borrower,  care of the address set forth as its Executive Office (or to such
other  address as may be  designated  hereafter  in  writing  by the  respective
parties hereto).

     10.10.  Entire  Agreement;  Amendments.  This Agreement,  together with the
remaining Loan Documents,  constitute the entire  agreement  between the parties
hereto with respect to the subject matter hereof. Neither this Agreement nor any
Loan Document may be changed, waived, discharged, modified or terminated orally,
but  only  by an  instrument  in  writing  signed  by  the  party  against  whom
enforcement is sought.

     10.11.  Time of Essence.  Time is of the essence in this  Agreement and the
other Loan Documents.

     10.12. Interpretation.  No provision of this Agreement or any Loan Document
shall be  construed  against or  interpreted  to the  disadvantage  of any party
hereto by any court or other  governmental  or judicial  authority  by reason of
such party having or being deemed to have structured or dictated such provision.

     10.13.  Lender Not a Joint  Venturer.  Neither this  Agreement nor any Loan
Document  shall in any respect be  interpreted,  deemed or  construed  as making
Lender a partner or joint  venturer  with  Borrower or as  creating  any similar
relationship  or entity,  and Borrower agrees that it will not make any contrary
assertion,  contention, claim or counterclaim in any action, suit or other legal
proceeding involving Lender and Borrower.

     10.14.  JURISDICTION.  BORROWER  AGREES THAT ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF  GEORGIA  OR THE  UNITED  STATES  OF  AMERICA  FOR THE  NORTHERN
DISTRICT OF GEORGIA,  ATLANTA DIVISION, ALL AS LENDER MAY ELECT. BY EXECUTION OF
THIS  AGREEMENT,  BORROWER  HEREBY  SUBMITS  TO EACH SUCH  JURISDICTION,  HEREBY
EXPRESSLY  WAIVING WHATEVER RIGHTS MAY CORRESPOND TO IT BY REASON OF ITS PRESENT
OR FUTURE DOMICILE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER TO COMMENCE
LEGAL   PROCEEDINGS  OR  OTHERWISE   PROCEED  AGAINST   BORROWER  IN  ANY  OTHER
JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED OR REQUIRED BY LAW.

     10.15. ACCEPTANCE. THIS AGREEMENT,  TOGETHER WITH THE OTHER LOAN DOCUMENTS,
SHALL NOT BECOME EFFECTIVE UNLESS AND UNTIL DELIVERED TO LENDER AT ITS PRINCIPAL
OFFICE IN ATLANTA,  FULTON COUNTY,  GEORGIA AND ACCEPTED IN WRITING BY LENDER AT
SUCH OFFICE AS EVIDENCED BY ITS EXECUTION  HEREOF  (NOTICE OF WHICH DELIVERY AND
ACCEPTANCE ARE HEREBY WAIVED BY BORROWER).

     10.16.  Payment  on  Non-Business  Days.  Whenever  any  payment to be made
hereunder or under the Notes shall be stated to be due on a Saturday,  Sunday or
any other day in which  national  banks  within the State of Georgia are legally
authorized to close,  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 payment of interest hereunder or under the Notes.

     10.17. Cure of Defaults by Lender. If, hereafter,  Borrower defaults in the
performance  of any duty or  obligation  to Lender  hereunder  or under any Loan
Document,  Lender may, at its option, but without obligation,  cure such default
and any costs,  fees and  expenses  incurred by Lender in  connection  therewith
including,  without  limitation,  for the purchase of insurance,  the payment of
taxes and the removal or settlement  of liens and claims,  shall be deemed to be
advances  against the Master Note,  whether or not this  creates an  overadvance
thereunder, and shall be payable in accordance with its terms.

     10.18. Attorney-in-Fact.  Borrower hereby designates, appoints and empowers
Lender  irrevocably as its  attorney-in-fact,  effective during any time that an
Event of Default  exists,  either in the name of Borrower or the name of Lender,
at Borrower's  cost and expense,  (i) to do any and all actions which Lender may
deem  necessary  or  advisable  to carry out the terms of this  Agreement or any
other Loan Document upon the failure,  refusal or inability of Borrower to do so
and (ii) to ask for, demand, sue for, collect,  compromise,  compound,  receive,
receipt for and give acquittances for any and all sums owing or which may become
due upon any of the Collateral and, in connection therewith, to take any and all
actions  as  Lender  may  deem  necessary  or  desirable  to  realize  upon  any
Collateral;  and Borrower  hereby agrees to indemnify  and hold Lender  harmless
from any costs, damages,  expenses or liabilities arising against or incurred by
Lender  in  connection  therewith  other  than  those  arising  out of the gross
negligence or wilful misconduct of Lender or its Affiliates.



                                   -24-<PAGE>

     10.19.  Sole Benefit.  The rights and benefits set forth in this  Agreement
and the other  Loan  Documents  are for the sole and  exclusive  benefit  of the
parties hereto and thereto and may be relied upon only by them.

     10.20.   Indemnification.   Borrower  will  hold  Lender,   its  respective
directors,  officers,  employees,  agents,  Affiliates,  successors  and assigns
harmless  from  and  indemnify  Lender,  its  respective  directors,   officers,
employees,  agents,  Affiliates,  successors  and  assigns  against,  all  loss,
damages,   costs  and  expenses  (including,   without  limitation,   reasonable
attorney's fees, costs and expenses)  actually incurred by any of the foregoing,
whether  direct,  indirect or  consequential,  as a result of or arising from or
relating  to  any  "Proceedings"  (as  defined  below)  by any  Person,  whether
threatened  or  initiated,  asserting a claim for any legal or equitable  remedy
against any Person under any statute,  case or  regulation,  including,  without
limitation,  any  federal  or state  securities  laws or under any common law or
equitable case or otherwise,  arising from or in connection with this Agreement,
and any other of the transactions contemplated by this Agreement,  except to the
extent such losses, damages, costs or expenses are due to the willful misconduct
or gross negligence of Lender or its Affiliates.  As used herein,  "Proceedings"
shall mean  actions,  suits or  proceedings  before any court,  governmental  or
regulatory  authority and shall include,  particularly,  but without limitation,
any actions concerning  environmental laws, regulations or rules. At the request
of Lender,  Borrower will indemnify any Person to whom Lender transfers or sells
all or any portion of its interest in the Obligations or participations  therein
on terms substantially similar to the terms set forth above. Lender shall not be
responsible  or liable to any  Person  for  consequential  damages  which may be
alleged as a result of this  Agreement or any of the  transactions  contemplated
hereby.  The  obligations  of  Borrower  under this  Section  shall  survive the
termination of this Agreement and payment of the Obligations.

     10.21. JURY TRIAL WAIVER. EACH OF BORROWER AND LENDER HEREBY WAIVES, TO THE
EXTENT  PERMITTED BY  APPLICABLE  LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF
THE LOAN DOCUMENTS, OBLIGATIONS OR THE COLLATERAL.

     10.22. Terminology.  All personal pronouns used in this Agreement,  whether
used in the  masculine,  feminine  or neuter  gender,  shall  include  all other
genders; the singular shall include the plural, and the plural shall include the
singular.  Titles of Articles and Sections in this Agreement are for convenience
only,  and neither limit nor amplify the provisions of this  Agreement,  and all
references in this  Agreement to Articles,  Sections,  Subsections,  paragraphs,
clauses,  subclauses  or  Exhibits  shall  refer to the  corresponding  Article,
Section,  Subsection,  paragraph,  clause, subclause of, or Exhibit attached to,
this Agreement,  unless specific reference is made to the articles,  sections or
other  subdivisions  divisions of or Exhibit to, another document or instrument.
Wherever in this  Agreement  reference is made to any  instrument,  agreement or
other document,  including,  without limitation, any of the Loan Documents, such
reference shall be understood to mean and include any and all amendments thereto
or modifications, restatements, renewals or extensions thereof. Wherever in this
Agreement  reference is made to any statute,  such reference shall be understood
to mean  and  include  any  and  all  amendments  thereof  and  all  regulations
promulgated  pursuant  thereto.  Whenever  any matter set forth herein or in any
Loan Document is to be consented to or be  satisfactory  to Lender,  or is to be
determined,  calculated or approved by Lender,  then, unless otherwise expressly
set forth  herein  or in any such Loan  Document,  such  consent,  satisfaction,
determination,  calculation  or approval  shall be in Lender's sole  discretion,
exercised in good faith and, where required by law, in a commercially reasonable
manner, and shall be conclusive absent manifest error.

     10.23.  Publicity.  Lender  may post  notice of this  transaction  in trade
publications and other media, including through the use of "tombstones," and may
include  Borrower's  name and other  selected  data about the  transaction  of a
general  nature so long as Lender first  consults  with Borrower and limits such
notices in accordance with Borrower's reasonable  direction.  Borrower shall not
use the name of Lender,  or use any  "logo,"  trade  style,  trade name or other
likeness  or image of Lender in any  advertising,  publication  or other  public
disclosures  except with Lender's prior written  consent or where required to do
so by  applicable  law (in which latter  event,  however,  Borrower  first shall
consult  with Lender in regard  thereto and limit,  as directed by Lender,  such
publication to the extent permissible to do so under applicable law.)



                                   -25-<PAGE>

     10.24.  Counterclaims.  Borrower  waives any right to interpose  any claim,
deduction,   setoff  or   counterclaim   of  any  sort  (other  than  compulsory
counterclaims)  that Borrower may have, or allege,  as against  Lender or any of
its  Affiliates in any action or proceeding  instituted by Lender to endorse the
payment of any obligations or the performance of any Loan Document, all of which
claims,  deductions,  setoffs or counterclaims shall and must be brought against
Lender or any of its Affiliates, as the case may be, if at all by a separate and
independent action or proceeding initiated by Borrower.

     10.25.  TM  Services.  To the extent  that at any time or from time to time
hereafter  Lender  arranges for, or gives  assurances  on  Borrower's  behalf in
regard to, any TM Services (as hereinafter  defined),  Borrower acknowledges and
agrees that: (i) Lender shall have no duty,  obligation or liability  whatsoever
to Borrower in respect thereof,  including,  without limitation, as to (A) their
initiation,  continuation,  suspension  or  termination,  (B)  any  actions  (or
omissions) of the party(ies) providing such services or any other Person, or (C)
any charges, fees or other costs associated therewith; (ii) if this Agreement is
terminated, Borrower shall cease obtaining all TM Services and if Borrower shall
fail to do so, Lender may do so itself on behalf of Borrower  under the power of
attorney  granted in Section 10.18;  and (iii) the indemnity of Borrower granted
in Section  10.20 shall extend to and  include,  without  limitation,  any cost,
damage, loss or expense occasioned by Lender's  arrangement of, or the giving of
assurances in regard to, any TM Services.  As used herein,  "TM Services"  shall
mean all treasury management services,  including,  without limitation,  foreign
exchange, automated clearing house (ACH) services,  controlled disbursements and
wire transfer and deposit  actively  performed by any financial  institutions on
behalf of Borrower.

     11. CONDITIONS PRECEDENT. Unless waived in writing by Lender at or prior to
the execution and delivery of this  Agreement,  the  conditions  set forth below
shall  constitute  express  conditions  precedent  to any  obligation  of Lender
hereunder.

     11.1. Loan Documents. Receipt by Lender of this Agreement and the following
Loan Documents, each to be duly executed by Borrower and each other Person party
thereto:

     (a) An initial Borrowing Base Certificate duly completed by Borrower Agent,
to be in substantially the form of Exhibit A;

     (b) An initial  Collateral Status  Certificate,  duly completed by Borrower
Agent, to be in substantially the form of Exhibit B;

     (c) An initial Compliance Certificate, duly completed by Borrower Agent, to
be in substantially the form of Exhibit C;

     (d) If applicable,  IP Security Agreements, to be in substantially the form
of Exhibit D-1, as to patents, and Exhibit D-2, as to trademarks

     (e)  Landlord's  Agreements,  with respect to any  landlords  and warehouse
operators  with whom  Borrower has any  Collateral on the Closing Date, to be in
substantially  the form of Exhibit E-1, as to landlords,  and Exhibit E-2, as to
warehouse operators;

     (f)  The  Master  Note,  to be  substantially  in the  form of  Exhibit  F;


     (g) An initial Notice of Borrowing, duly completed by Borrower Agent, to be
in substantially the form of Exhibit G;



                                   -26-<PAGE>

     (h) A Telephone Instructions Letter, duly completed, to be in substantially
the form of Exhibit H;
<PAGE>

     (i) A Blocked Account Agreement, to be in substantially the form of Exhibit
I;

     (j) A Secretary's  Certificate from the corporate Secretary of Borrower (or
similar officer or representative,  if Borrower is not a corporation) certifying
as to the  Borrower's  Organization  Documents and the  Person(s)  authorized to
execute the Loan Documents on Borrower's behalf, to be in substantially the form
of Exhibit J;

     (k) An opinion of counsel from Borrower's  counsel,  to be in substantially
the form of Exhibit K;

     (l)  A  disbursement   instructions  letter,  duly  completed,   to  be  in
substantially the form of Exhibit L;

(m) A payoff letter from each creditor of Borrower whose credit is being
refinanced pursuant hereto, duly completed, to be in substantially the form of
Exhibit M;

     (n) A stock pledge  agreement in respect of Equity Interests in NRV and CCI
owned by Holdings, to be substantially in the form of Exhibit N;

     (o) A negative pledge agreement in respect of Borrower's real property,  to
be substantially in the form of Exhibit O; and

(p) Such other Loan Documents as may be referred to herein or contemplated
hereby, or as other may be required by Lender in its credit judgment.

     11.2.  No  Default.  No Default  Condition  or Event of Default  shall have
occurred.

11.3.    No Material Change.  No Material Adverse Change shall have occurred.



                                      -27-
<PAGE>



         IN WITNESS WHEREOF, Borrower has caused this Agreement to be executed
as of the day and year set forth below as the Closing Date.

                             "BORROWER"

                                NATIONAL R.V. HOLDINGS, INC.



                                By:      /s/ Mark Andersen
                                Name:    Mark Andersen
                                Title:   Chief Financial Officer and Treasurer



                                NATIONAL R.V., INC.



                                By:      /s/ Mark Andersen
                                Name:    Mark Andersen
                                Title:   Chief Financial Officer and Treasurer



                                COUNTRY COACH, INC.



                               By:      /s/ Mark Andersen
                               Name:    Mark Andersen
                               Title:   Secretary





                                   -28-<PAGE>





                                 Accepted by Lender in Atlanta, Georgia
                                 as of August 28, 2002
                                 (the "Closing Date")


                "LENDER"

                                UPS CAPITAL CORPORATION


                                By:/s/ Charles Johnson
                                Name:    Charles Johnson
                                Title:   Senior Vice President

                                Address for Notices:
                                35 Glenlake Parkway, N.E.
                                Suite 500
                                Atlanta, GA 30328
                                Attn: Legal Department






                                   -29-<PAGE>


</TEXT>
</DOCUMENT>
