STARRETT L S CO
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CREDIT AGREEMENT
among
THE L.S. STARRETT COMPANY
The Lenders Listed Herein
and
FLEET NATIONAL BANK, as Agent

June 13, 2000

TABLE OF CONTENTS

ARTICLE I - DEFINITIONS	1
SECTION 1.01 Definitions.	1
SECTION 1.02 Accounting Terms and Determinations	14
SECTION 1.03 References.	15
SECTION 1.04 Use of Defined Terms	15
SECTION 1.05 Terminology.	15
ARTICLE II - THE CREDITS	15
SECTION 2.01 Commitments to Lend	15
SECTION 2.02 Method of Borrowing	16
SECTION 2.03 Notes; Loan Account	17
SECTION 2.04 Maturity of Loans	18
SECTION 2.05 Interest Rates	18
SECTION 2.06 Fees	19
SECTION 2.07 Optional Termination or Reduction of Commitments	20
SECTION 2.08 Mandatory Reduction and Termination of Commitments	20
SECTION 2.09 Optional Prepayments	20
SECTION 2.10 Mandatory Prepayments.	21
SECTION 2.11 General Provisions as to Payments	21
SECTION 2.12 Computation of Interest and Fees	22
SECTION 2.13 Use of Proceeds	22
SECTION 2.14 Savings Clause	23
SECTION 2.15. Special Provisions Relating to Letters of Credit	23
ARTICTLE III - CONDITIONS TO BORROWINGS	28
SECTION 3.01 Conditions to Initial Borrowing	28
SECTION 3.02 Conditions to All Borrowings.	29
ARTICLE IV - REPRESENTATIONS AND WARRANTIES	30
SECTION 4.01 Corporate Existence and Power	30
SECTION 4.02 Corporate and Governmental Authorization; No Contravention	30
SECTION 4.03 Binding Effect	30
SECTION 4.04 Financial Information	30
SECTION 4.05 No Litigation	31
SECTION 4.06 Compliance with ERISA	31
SECTION 4.07 Compliance with Laws; Taxes	31
SECTION 4.08 Subsidiaries	31
SECTION 4.09 Not an Investment Company	31
SECTION 4.10 Ownership of Property Liens	32
SECTION 4.11 No Default	32
SECTION 4.12 Full Disclosure	32
SECTION 4.13 Environmental Matters	32
SECTION 4.14 Capital Stock	32
SECTION 4.15 Margin Stock	33
ARTICLE V - COVENANTS	33
SECTION 5.01 Information	33
SECTION 5.02 Inspection of Property, Books and Records	35
SECTION 5.03 Financial Coverants	35
SECTION 5.04 Debt	35
SECTION 5.05 Dividends and Other Distributions	36
SECTION 5.06 Transactions With Affiliates	36
SECTION 5.07 Acquisitions	36
SECTION 5.08 Investments	38
SECTION 5.09 Negative Pledge	38
SECTION 5.10 Restrictive Agreements	39
SECTION 5.11 Dissolution	40
SECTION 5.12 Consolidations, Mergers and Sales of Assets	40
SECTION 5.13 Compliance with Laws; Payment of Taxes	40
SECTION 5.14 Insurance	41
SECTION 5.15 Change in Fiscal Year	41
SECTION 5.16 Maintenance of Property	41
SECTION 5.17 Environmental Notices	41
SECTION 5.18 Environmental Matters	41
SECTION 5.19 Environmental Release	41
SECTION 5.20 Similar Treatment of the Lenders	41
ARTICLE VI - DEFAULTS	42
SECTION 6.01 Events of Default	42
SECTION 6.02 Notice of Default	44
ARTICLE VII - THE AGENT	44
SECTION 7.01 Appointment; Powers and Immunities	44
SECTION 7.02 Reliance by Agent	45
SECTION 7.03 Defaults	45
SECTION 7.04 Rights of Agent as a Lender	45
SECTION 7.05 Indemnification	46
SECTION 7.06 Payee of Note Treated as Owner	46
SECTION 7.07 Non-Reliance on Agent and Other Lenders	46
SECTION 7.08 Failure to Act	47
SECTION 7.09 Resignation or Removal of Agent	47
ARTICLE VIII - CHANGES IN CIRCUMSTANCES; COMPENSATION	47
SECTION 8.01 Basis for Determining Interest Rate Inadequate or Unfair	47
SECTION 8.02 Illegality	48
SECTION 8.03 Increased Cost and Reduced Return	48
SECTION 8.04 Prime Rate Loans or Other Fixed Rate Loans Substituted for
Affected Fixed Rate Loans	50
SECTION 8.05 Compensation	50
ARTICLE IX - MISCELLANEOUS	51
SECTION 9.01 Notices	51
SECTION 9.02 No Waivers	52
SECTION 9.03 Expenses; Documentary Taxes	52
SECTION 9.04 Indemnification	52
SECTION 9.05 Setoffs; Sharing of Setoffs	53
SECTION 9.06 Amendments and Waivers	54
SECTION 9.07 No Margin Stock Collateral	54
SECTION 9.08 Successors and Assigns	54
SECTION 9.09 Confidentiality	56
SECTION 9.10 Representation by Lenders	57
SECTION 9.11 Obligations Several	57
SECTION 9.12 Governing Law	57
SECTION 9.13 Interpretation	57
SECTION 9.14 Waiver Of Jury Trial; Consent To Jurisdiction	57
SECTION 9.15 Counterparts	58


EXHIBITS

EXHIBIT 2.02(a)		Form of Notice of Borrowing
EXHIBIT 2.03			Form of Revolving Credit Note
EXHIBIT 3.01(c)		Form of Subsidiary Guaranty
EXHIBIT 3.01(d)		Form of Opinion of Counsel for the Borrower
EXHIBIT 5.01(c)		Form of Covenant Compliance Certificate
EXHIBIT 9.08(c)		Form of Assignment and Acceptance


SCHEDULES

SCHEDULE 4.08		List of Subsidiaries
SCHEDULE 4.13(a)		Properties on National Priorities List
SCHEDULE 4.13(b)		List of Hazardous Materials Used in Ordinary
Course of Business
SCHEDULE 5.04		Existing Debt and Liens

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this "Agreement") dated as of June 13, 2000
among THE L.S. STARRETT COMPANY, a Massachusetts corporation, having its
chief executive office at 121 Crescent Street, Athol, Massachusetts 01331
(the "Borrower"), the Lenders from time to time party hereto (the
"Lenders"),  and FLEET NATIONAL BANK, as Agent, a national banking
association having its head office at 100 Federal Street, Boston,
Massachusetts 02110 (the  "Agent").

R E C I T A L S

	WHEREAS, Fleet National Bank, f/k/a BankBoston, N.A., f/k/a The
First National Bank of Boston, in its individual capacity and not as
Agent ("Fleet Bank") has previously established for the Borrower a
$5,000,000 discretionary line of credit for letters of credit and short
term money market loans (the "Existing Fleet Bank Facility");

	WHEREAS, the Borrower, Wachovia Bank, N.A., successor by merger to
Wachovia Bank of Georgia, N.A., as Agent and as a lender, and Fleet Bank,
as a lender, are parties to an Amended and Restated Credit Agreement
dated as of March 31, 1995, as amended by a First Amendment to Credit
Agreement dated as of April 30, 1999 providing for a $20,000,000
revolving line of credit (collectively, the "Existing Wachovia Bank
Credit Facility"); and

	WHEREAS, the Borrower and Fleet Bank now desire to replace the
Existing Fleet Bank Facility and the Existing Wachovia Bank Credit
Facility with a new $25,000,000 revolving line of credit under this
Agreement , the initial proceeds of which will be used to repay all
amounts outstanding under the Existing Fleet Bank Facility and the
Existing Wachovia Bank Credit Facility;

	NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties
hereby agree as follows:


ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions.  The terms as defined in this
Section 1.01 shall, for all purposes of this Agreement and any amendment
hereto (except as herein otherwise expressly provided or unless the
context otherwise requires), have the meanings set forth herein:

"Adjusted London Interbank Offered Rate" has the meaning set forth
in Section 2.05(d).

"Affiliate" means (i) any Person that directly, or indirectly
through one or more intermediaries, controls the Borrower (a "Controlling
Person"), (ii) any Person (other than the Borrower or a Subsidiary) which
is controlled by or is under common control with a Controlling Person, or
(iii) any Person (other than a Subsidiary) of which the Borrower owns,
directly or indirectly, 20% or more of the common stock or equivalent
equity interests.  As used herein, the term "control" means possession,
directly or indirectly, of the power to direct or cause the direction of
the management or policies of a Person, whether through the ownership of
voting securities, by contract or otherwise.

"Agent" means Fleet National Bank, a national banking association
organized under the laws of the United States of America, in its capacity
as agent for the Lenders hereunder, and its successors and permitted
assigns in such capacity.

"Aggregate Commitments" means the aggregate amount of the
Commitments of the Lenders.

"Aggregate Used Commitments" means, at any date, the aggregate
outstanding principal amount of all of the Loans of all Lenders on such
date.

"Agreement" means this Credit Agreement, together with all
amendments and modifications hereto.

"Applicable Margin" has the meaning set forth in Section 2.05(a).

"Assignee" has the meaning set forth in Section 9.08(c).

"Assignment and Acceptance" means an Assignment and Acceptance
executed in accordance with Section 9.08(c) in the form attached hereto
as Exhibit D.

"Authority" has the meaning set forth in Section 8.02.

"Borrower" means The L.S. Starrett Company, a Massachusetts
corporation, and its successors.

"Borrowing" means a borrowing hereunder consisting of Loans made to
the Borrower at the same time by the Lenders pursuant to Article II.  A
Borrowing is a "Prime Rate Borrowing" if such Loans are Prime Rate Loans
or a "Cost-of-Funds Borrowing" if such Loans are Cost-of-Funds Loans.  A
Borrowing is a "Libor Borrowing" if such Loans are Libor Loans.

"Business Day"  (i) For all purposes other than as covered by
subclause (ii) hereof, any day other than a Saturday, Sunday or other day
on which national banks in Boston, Massachusetts are authorized or
required by law to close, and (ii) with respect to all notices and
determinations in connection with, and payments of principal and interest
on, Libor Loans, any day that is a business day described in
subclause (i) hereof and that is also a day for trading by and between
banks in deposits of freely transferable United States dollars in the
London interbank eurodollar market.

"Capital Stock" means any nonredeemable capital stock of the
Borrower or any Consolidated Subsidiary (to the extent issued to a Person
other than the Borrower), whether common or preferred.

"CERCLA" means the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. 9601 et. seq. and its
implementing regulations and amendments.

"CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Inventory System established pursuant to
CERCLA.

"Change of Law" has the meaning set forth in Section 8.02.

"Closing Date" means June 13, 2000.

"Code" means the Internal Revenue Code of 1986, as amended, or any
successor Federal tax code.

"Commitments" means the Revolving Credit Commitments.

"Compliance Certificate" has the meaning set forth in
Section 5.01(c).

"Consolidated Capital Expenditures"  means as of any date as of
which the amount thereof shall be determined and for the period
specified, the sum of the Borrower's and its Consolidated Subsidiaries'
(i) expenditures during such period for equipment, fixed assets, real
property or improvements, or for replacements or substitutions therefor
or additions thereto, that have a useful life of more than one year, and
(ii) to the extent not included in the foregoing clause (i), aggregate
principal amount of all Debt (including obligations under capitalized
leases) assumed or incurred in connection with any such expenditures.
For purposes of this definition, (a) the purchase price of equipment that
is purchased with the trade-in of existing equipment or with insurance
proceeds or the proceeds of asset sales shall be included as capital
expenditures only to the extent of the gross amount of such purchase
price less either the credit granted by the seller of such equipment for
the equipment being traded in at such time or the amount of such
insurance or asset sale proceeds, as the case may be, and
(b) Consolidated Capital Expenditures shall not include assets acquired
as part of a Permitted Acquisition.

"Consolidated Debt" means at any date the Debt of the Borrower and
its Consolidated Subsidiaries, determined on a consolidated basis as of
such date.

"Consolidated Domestic Subsidiary" means a Domestic Subsidiary
which is also a Consolidated Subsidiary.

"Consolidated EBITDA" means at any date and for the period
specified, Consolidated Net Income, plus the sum of (i) Consolidated
Interest Expense, (ii) provisions for income taxes, (iii) Consolidated
depreciation and amortization expense, minus (iv) any amounts included in
Consolidated Net Income attributable to the value of any minority
interests in the Borrower's Consolidated Subsidiaries, all for such
period and as determined in accordance with GAAP.

"Consolidated Gross Profits" means, for any period, the Gross
Profits of the Borrower and its Consolidated Subsidiaries.

"Consolidated Interest Expense" for any period means interest
expense, as determined by GAAP, in respect of Consolidated Debt
outstanding during such period.

"Consolidated Net Income" means, for any period, the Net Income of
the Borrower and its Consolidated Subsidiaries determined on a
consolidated basis.

"Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which, in accordance with GAAP, would be
consolidated with those of the Borrower in its consolidated financial
statements as of such date.

"Consolidated Tangible Net Worth" means, at any date, Stockholders'
Equity, less the sum of the value, as set forth or reflected on the most
recent consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries, prepared in accordance with GAAP, of:

(A)  Any surplus resulting from any write-up of assets subsequent
to June 26, 1999;

(B)  All assets which would be treated as intangibles under GAAP,
including without limitation goodwill (whether representing the
excess of cost over book value of assets acquired, or otherwise),
trademarks, tradenames, copyrights, patents and technologies, and
unamortized debt discount and expense; and

(C)  To the extent not included in clause (B) of this definition,
any amount of shares of Capital Stock of the Borrower that appear
as an asset on the balance sheet of the Borrower and its
Consolidated Subsidiaries.

"Consolidated Total Assets" means, at any time, the total assets of
the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, as set forth or reflected on the most recent
consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries, prepared in accordance with GAAP.

"Consolidated Total Liabilities" means the sum of (i) Consolidated
Debt, (ii) all other liabilities that, in accordance with GAAP, should be
classified as liabilities on a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries, and (iii) to the extent not included
in clause (i) of this definition, all Redeemable Preferred Stock.

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

"Cost of Funds Rate" means, as of the date of any determination by
Fleet Bank, in its capacity as Lender hereunder, the per annum rate
quoted to the Borrower as being the rate at which Fleet Bank, in its
capacity as Lender hereunder, is willing to make a Cost-of-Funds Loan to
the Borrower in the amount and for the Interest Period requested.

"Cost-of-Funds Loan" means any Loan bearing interest determined
with reference to the Cost-of-Funds Rate.

"Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations of such Person to pay the
deferred purchase price of property or services, except trade accounts
payable arising in the ordinary course or business, (iv) all obligations
of such Person as lessee under capital leases, (v) all obligations of
such Person to reimburse any bank or other Person in respect of amounts
payable under a banker's acceptance, (vi) all Redeemable Preferred Stock
of such Person (in the event such Person is a corporation), (vii) all
obligations of such Person to reimburse any bank or other Person in
respect of amounts paid under a letter of credit or similar instrument,
(viii) all Debt of others secured by a Lien on any asset of such Person,
whether or not such Debt is assumed by such Person, (ix) all liabilities
under Hedge Agreements (calculated as set forth in the definition of
"Hedge Agreements" contained herein), and (ix) all Debt of others
Guaranteed by such Person.

"Default" means any condition or event which constitutes, an Event
of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.

"Default Rate" means, with respect to any Loan,  the Prime Rate
plus two percent (2%).

"Dollars" or "$" means dollars in lawful currency of the United
States of America.

"Domestic Subsidiary" means any Subsidiary of the Borrower
organized under the laws of the United States of America, or any state or
territory thereof.

"Environmental Authorizations" means all licenses, permits, orders,
approvals, notices, registrations or other legal prerequisites for
conducting the business of the Borrower required by any Environmental
Requirement.

"Environmental Authority" means any foreign, federal, state, local
or regional government that exercises any form of jurisdiction or
authority under any Environmental Requirement.

"Environmental Judgments and Orders" means all judgments, decrees
or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreements
with an Environmental Authority or other entity arising from or in any
way associated with any Environmental Requirement, whether or not
incorporated in a judgment, decree or order.

"Environmental Liabilities" means any liabilities, whether accrued,
contingent or otherwise, arising from and in any way associated with any
Environmental Requirements.

"Environmental Notices" means all notices from any Environmental
Authority or by any other Person of possible or alleged noncompliance
with or liability under any Environmental Requirements, including without
limitation any complaints, citations, demands or requests from any
Environmental Authority or from any other Person for correction of any
violation of any Environmental Requirements or any investigations
concerning any violation of any Environmental Requirements.

"Environmental Proceedings" means any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirements.

"Environmental Releases" means releases as defined in CERCLA or
under any applicable state or local environmental law or regulation.

"Environmental Requirements" means any and all legal requirements
relating to health, safety or the environment and applicable to the
Borrower, any Subsidiary or the Properties, including but not limited to
any such requirement under CERCLA or similar state legislation and all
federal, state and local laws, ordinances, regulations, orders, writs,
decrees and common law.

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, or any successor law.  Any reference to any
provision of ERISA shall also be deemed to be a reference to any
successor provision or provisions thereof.

 "Event of Default" has the meaning set forth in Section 6.01.

"Existing Credit Agreement" means the Amended and Restated Credit
Agreement dated as of March 31, 1995 among the Borrower, Wachovia Bank,
N.A., successor by merger to Wachovia Bank of Georgia, N.A., as Agent,
and Fleet Bank, as a Bank thereunder, as amended by a First Amendment to
Credit Agreement dated as of April 30, 1999.

"Existing Fleet Bank Facility" has the meaning set forth in the
Recitals hereto.

"Existing Fleet Letters of Credit" means all letters of credit, if
any, issued by Fleet Bank under the Existing Fleet Bank Facility which
are outstanding on the Closing Date.

"Existing Wachovia Bank Credit Facility" has the meaning set forth
in the Recitals hereto.

"Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the next higher 1/100th of 1%) equal to
the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds
brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day, provided that (i) if the
day for which such rate is to be determined is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Business Day as so published on the next succeeding
Business Day, and (ii) if such rate is not so published for any day, the
Federal Funds Rate for such day shall be the average rate charged to the
Agent on such day on such transactions, as determined by the Agent in
good faith.

"Fiscal Quarter" means any fiscal quarter of the Borrower.

"Fiscal Year" means any fiscal year of the Borrower.

"Fixed Rate Loans" means Cost-of-Funds Loans or Libor Loans or
both.

"Fleet Bank" means Fleet National Bank, a national banking
association organized under the laws of the United States of America,
f/k/a BankBoston, N.A., f/k/a The First National Bank of Boston, in its
capacity as a Lender hereunder, and its successors and permitted assigns
in such capacity.

"GAAP" means generally accepted accounting principles as in effect
from time to time, consistently applied.

"Gross Profits" means, as applied to any Person for any period, the
gross profits of such Person for such period, as determined in accordance
with GAAP.

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or
other obligation of any other Person, and, without limiting the
generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to secure, purchase or pay
(or advance or supply funds for the purchase or payment of) such debt or
other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or
services for the purpose of repaying Debt or otherwise satisfying the
obligations, including performance obligations, of such other Person, to
provide collateral security, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for the purpose
of assuring in any other manner the obligee of such Debt or other
obligation or the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.  The term "Guarantee" used as a verb has a
corresponding meaning.

"Guarantor" means each Subsidiary Guarantor and any other Person
that may become a guarantor of all, or any part of, the Borrower's
obligations under this Agreement or any other Loan Document, and
"Guarantors" means all such Persons.

"Hazardous Materials" includes, without limitation, (a) solid or
hazardous waste, as defined in the Resource Conservation and Recovery Act
of 1980, 42 U.S.C. 6901 et seq. and its implementing regulations and
amendments, or in any applicable state or local law or regulation,
(b) "hazardous substance," "pollutant," or "contaminant" as defined in
CERCLA, or in any applicable state or local law or regulation,
(c) gasoline, or any other petroleum product or by-product, including
crude oil or any fraction thereof, (d) toxic substances, as defined in
the Toxic Substances Control Act of 1976, or in any applicable state or
local law or regulation, or (e) insecticides, fungicides, or
rodenticides, as defined in the Federal Insecticide, Fungicide, and
Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such act, statute or regulation may be amended from
time to time.

"Hedge Agreements" means with respect to any Person, any and all
interest rate swap, cap or collar agreements, interest rate future or
option contracts, currency swap agreements, currency future or option
contracts and other similar agreements to or under which the Borrower is
a party or a beneficiary obligating such Person to make payments, whether
periodically or upon the happening of a contingency.  For purposes of
this Agreement, the amount of the obligation under any Hedge Agreement
shall be the amount determined in respect thereof as of the end of the
then most recently ended fiscal quarter of such Person, based on the
assumption that such obligation had terminated at the end of such fiscal
quarter, and in making such determination, if any such agreement provides
for the netting of amounts payable by and to such Person, then in each
such case, the amount of such obligation shall be the net amount so
determined.

"Interest Period" means:

(1) with respect to each Libor Borrowing, the period commencing on
the date of such Borrowing and ending on the seventh (7th) day
thereafter, or the numerically corresponding day
 in the first, second, third or sixth month thereafter, as the Borrower
may elect in the applicable Notice of Borrowing; provided that:

(a)	any Interest Period (other than an Interest Period
determined pursuant to clause (c) below) which would otherwise
end on a day which is not a Business Day shall be extended to the
next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall
end on the next preceding Business Day;

(b)	any Interest Period which begins on the last Business
Day of a calendar month (or on a day for which there is no
numerically corresponding day in the appropriate subsequent
calendar month) shall, subject to clause (c) below, end on the
last Business Day of the appropriate subsequent calendar month;
and

(c)	no Interest Period which begins before the Revolving
Credit Termination Date and would otherwise end after the
Revolving Credit Termination Date may be selected.

(d)	notwithstanding clause (a) of this definition of
"Interest Period," no Interest Period shall have a duration of
less than seven (7) days.

(2) with respect to each Cost-of-Funds Borrowing, the period
commencing on the date of such Borrowing and ending not more than
seven (7) days thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; provided that:

(a)	any Interest Period (other than an Interest Period determined
pursuant to clause (b) below) which would otherwise end on a day which
is not a Business Day shall be extended to the next succeeding
Business Day; and

(b) 	no Interest Period which begins before the Revolving
Credit Termination Date and would otherwise end after the
Revolving Credit Termination Date may be selected.

"Investment" means any investment in any Person, whether by means
of purchase or acquisition of obligations or securities of such Person,
capital contribution to such Person, loan or advance to such Person,
making of a time deposit with such Person, Guarantee or assumption of any
obligation of such Person or otherwise.

"Issuer" means Fleet Bank, in its capacity as the issuer of Letters
of Credit hereunder.

"LC Participant" has the meaning set forth in Section 2.15(c).

"Lender" means each lender from time to time party hereto, and its
successors and assignees.

"Lending Office" means, as to each Lender, its office located at
its address set forth on the signature pages hereof (or identified on the
signature pages hereof as its Lending Office) or such other office as
such Lender may hereafter designate as its Lending Office by notice to
the Borrower and the Agent.

	"Letter of Credit" means any Trade Letter of Credit or Standby
Letter of Credit issued by the Issuer, and "Letters of Credit" means all
such letters of credit.

	"Letter of Credit Agreement" means an application and agreement for
a Standby Letter of Credit or a Trade Letter of Credit, in such form as
may at any time be reasonably required by the Issuer for its issuance of
Standby or Trade Letters of Credit.

	"Letter of Credit Fees" means the fee payable by the Borrower in
accordance with Section 2.06(b).

"Libor Loan" means any Loan bearing interest with reference to the
Adjusted London Interbank Offered  Rate.

"Libor Reserve Percentage" has the meaning set forth in
Section 2.05(d).

"Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge, charge, security interest,
security title, preferential arrangement, which has the practical effect
of constituting a security interest or encumbrance, or encumbrance or
servitude of any kind in respect of such asset to secure or assure
payment of a Debt or a Guarantee, whether by consensual agreement or by
operation of statute or other law.   For the purposes of this Agreement,
the Borrower or any Subsidiary shall be deemed to own subject to a Lien
any asset which it has acquired or holds subject to the interest of a
vendor or lessor under any conditional sale agreement, capital lease or
other title retention agreement relating to such asset.

"Loan" means a Revolving Loan, or any or all of such Loans, as the
context shall require.

"Loan Documents" means this Agreement, the Note(s), the Letters of
Credit, the Letter of Credit Agreements, and any other document
evidencing, relating to or securing the Loans, and any other document or
instrument delivered in connection with this Agreement, the Note(s), the
Loans, or the Letters of Credit, as such documents and instruments may be
amended or modified from time to time.

"London Interbank Offered Rate" has the meaning set forth in
Section 2.05(d)

"Margin Stock" means "margin stock" as defined in Regulations T, U
or X.

"Material Adverse Effect" means, 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 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 the Borrower and its
Consolidated Subsidiaries taken as a whole, (b) the rights and remedies
of the Agent or the Lenders under the Loan Documents, or the ability of
the Borrower to perform its obligations under the Loan Documents to which
it is a party, as applicable, or (c) the legality, validity or
enforceability of any Loan Document.

"Multiemployer Plan" has the meaning set forth in
Section 4001(a)(3) of ERISA.

"Net Income" means, as applied to any Person for any period, the
aggregate amount of net income of such Person, after taxes, for such
period, as determined in accordance with GAAP.

"Notes" means the Revolving Credit Notes, or any of them, as the
context shall require.

"Notice of Borrowing" has the meaning set forth in Section 2.02.

"Participant" has the meaning set forth in Section 9.08(b).

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

"Permitted Acquisitions" has the meaning set forth in
Section 5.07.

"Permitted Liens" has the meaning set forth in Section 5.09.

"Person" means an individual, a corporation, a partnership, a
limited liability company, an unincorporated association, a trust or any
other entity or organization, including, but not limited to, a government
or political subdivision or an agency or instrumentality thereof.

"Plan" means at any time an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Code and is either (i) maintained by a member of
the Controlled Group for employees of any member of the Controlled Group,
or (ii) maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes contributions
and to which a member of the Controlled Group is then making or accruing
an obligation to make contributions or has, within the preceding five
plan years, made contributions.

"Prime Rate" means as of any date of determination, the rate per
annum equal to the higher as of such day of (i) the fluctuating rate of
interest per annum publicly announced from time to time by the Agent at
its head office as its "Prime Rate," it being understood that such rate
is a reference rate and not necessarily the lowest or best rate charged
by the Agent, which rate shall change effective from and after the date
such change is publicly announced as being effective, and (ii) one-half
of one percent above the Federal Funds Rate.

"Prime Rate Loan" means any Loan bearing interest determined with
reference to the Prime Rate.

"Properties" means all real property owned, leased or otherwise
used or occupied by the Borrower or any Subsidiary, wherever located.

	"Pro Rata Share" means (i) with respect to the Commitments, each
Lender's percentage share of the Commitments, (ii) with respect to the
Loans, each Lender's percentage share of the aggregate outstanding
principal balance of the Loans, and (iii) with respect to the Letters of
Credit, each Lender's percentage share of the aggregate stated amount of
the outstanding Letters of Credit and the Unpaid Drawings, and "Pro Rata
Shares" means all such percentage shares of the Lenders.

"Quarterly Date" means each September 30, December 31, March 31,
and June 30.

"Redeemable Preferred Stock" of any Person means any preferred
stock issued by such Person which is at any time prior to the Revolving
Credit Termination Date either (i) mandatorily redeemable (by sinking
fund or similar payments or otherwise) or (ii) redeemable at the option
of the holder thereof.

"Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

 "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

"Required Lenders" means at any time Lenders having at least 66
2/3% of the aggregate amount of the Revolving Credit Commitments of, if
the Revolving Credit Commitments are no longer in effect, Lenders holding
at least 66 2/3% of the aggregate outstanding principal amount of the
Loans and the outstanding stated amount of the Letters of Credit and the
Unpaid Drawings.

"Restricted Payment" means (i) any dividend or other distribution
on any shares of the Borrower's Capital Stock (except dividends payable
solely in shares of the Borrower's Capital Stock), or (ii) any payment on
account of the purchase, redemption, retirement or acquisition of (a) any
shares of the Borrower's Capital Stock (except shares acquired upon the
conversion thereof into other shares of its capital stock), of (b) any
option, warrant or other right to acquire shares of the Borrower's
Capital Stock.

"Revolving Credit Commitment" means, with respect to each Lender,
the amount set forth as its Revolving Credit Commitment opposite the name
of such Lender on the signature pages hereof, as such amount may be from
time to time be adjusted pursuant to Sections 2.07, 2.08 of 9.08.

"Revolving Credit Notes" means the promissory notes of the Borrower
evidencing the Revolving Loans, substantially in the form of
Exhibit 2.03, together with all amendments, consolidations,
modifications, renewals, substitutions therefore and supplements thereto.

"Revolving Credit Termination Date" means the earlier of
(i) June 13, 2004, and (ii) the date of any acceleration of the Loans
pursuant to Section 6.01.

"Revolving Loans" means the Loans made pursuant to the terms and
conditions set forth in Section 2.01(a).

"Standby Letter of Credit" means any standby letter of credit or
similar instrument issued or deemed issued for the account of the
Borrower pursuant to Section 2.01(b) for the purpose of supporting
obligations of the Borrower of any of its Subsidiaries incurred in the
ordinary course of business with respect to insurance obligations and
workers' compensation, surety bonds and other similar statutory
obligations, and all obligations customarily supported by standby letters
of credit and reasonably satisfactory to the Agent.

"Stockholders' Equity" means, at any time, the shareholders' equity
of the Borrower and its Consolidated Subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries prepared in accordance with GAAP, but
excluding any Redeemable Preferred Stock of the Borrower or any of its
Consolidated Subsidiaries.  Shareholders' Equity generally would include,
but not be limited to (i) the par or stated value of all outstanding
Capital Stock, (ii) capital surplus, (iii) retained earnings, and
(iv) various deductions such as (a) purchases of treasury stock,
(b) receivables due from an employee stock ownership plan, (c) employee
stock ownership plan debt guarantees, and (d) translation adjustments for
foreign currency transactions.

"Subordinated Debt" means Debt of the Borrower the payment of
principal of and interest on which is expressly subordinated in right of
payment to the prior payment in full of the Borrower's obligations under
this Agreement or any other Loan Document by a written agreement in a
form and substance reasonably satisfactory to the Agent.

"Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by the
Borrower.

"Subsidiary Guarantor" means any Subsidiary of the Borrower which
is also a Guarantor hereunder.

"Subsidiary Guaranty" means a guaranty executed by a Subsidiary,
substantially in the form of Exhibit 3.01(c) hereto.

"Third Parties" means all lessees, sublessees, licensees and other
users of the Properties, excluding those users of the Properties in the
ordinary course of the Borrower's business and on a temporary basis.

"Trade Letter of Credit" means any letter of credit or similar
instrument issued for the account of the Borrower pursuant to
Section 2.01(b) for the purpose of providing the primary payment
mechanism in connection with the purchase of any materials, goods of
services by the Borrower or any of its Subsidiaries in the ordinary
course of business of the Borrower or such Subsidiary.

"Transferee" has the meaning set forth in Section 9.08(d).

"Unfunded Vested Liabilities" means, with respect to any Plan at
any time, the amount (if any) by which (i) the present value of all
vested nonforfeitable benefits under such Plan exceeds (ii) the fair
market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plan, but
only to the extent that such excess represents a potential liability of a
member of the Controlled Group to the PBGC of the Plan Under Title IV of
ERISA.

"Unpaid Drawing" has the meaning set forth in Section 2.15(e)

"Unused Revolving Credit Commitment" means at any date, an amount
equal to the Revolving Credit Commitment less the sum of the aggregate
outstanding principal amount of Revolving Loans, Letters of Credit and
Unpaid Drawings.

"Wholly Owned Subsidiary" means any Subsidiary all of the shares of
Capital Stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the
Borrower.

SECTION 1.02 Accounting Terms and Determinations. Unless
otherwise specified herein, all terms of an accounting character used
herein shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be delivered
hereunder shall be prepared in accordance with generally accepted
accounting principles as in effect from time to time, applied on a basis
consistent (except for changes concurred in by the Borrower's independent
public accountants) with the most recent audited consolidated financial
statements of the Borrower and its Consolidated Subsidiaries delivered to
the Lenders, unless with respect to any such change concurred in by the
Borrower's independent public accountants or required by GAAP, in
determining compliance with any of the provisions of this Agreement or
any of the other Loan Documents:  (i) the Borrower shall have objected to
determining such compliance on such basis at the time of delivery of such
financial statements, or (ii) the Required Lenders shall so object in
writing within thirty 30) days after the delivery of such financial
statements, in either of which events such calculations shall be made on
a basis consistent with those used in the preparation of the latest
financial statements as to which such objection shall not have been made
(which, if objection is made in respect of the first financial statements
delivered under Section 5.01 hereof, shall mean the financial statements
referred to in Section 4.04).

SECTION 1.03  References.  Unless otherwise indicated,
references in this Agreement to "Articles," "Exhibits," "Schedules,"
"Sections" and other subdivisions are references to Articles, exhibits,
schedules, sections and other subdivisions hereof.

SECTION 1.04  Use of Defined Terms.  All terms defined in
this Agreement shall have the same defined meanings when used in any of
the other Loan Documents, unless the context shall require otherwise.

SECTION 1.05  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.

ARTICLE II

THE CREDITS

SECTION 2.01  Commitments to Lend.  (a) Revolving Loans.  Each
Lender severally agrees, on the terms and conditions set forth herein,
and so long as no Default or Event of Default has occurred which is
continuing, on any Business Day to make Revolving Loans to the Borrower
from time to time before the Revolving Credit Termination Date in an
aggregate principal amount not to exceed at any time such Lender's Pro
Rata Share of the Unused Revolving Credit Commitment on such Business
Day.  Each Prime Rate Borrowing under this Section shall be in an
aggregate principal amount of $500,000 or any larger multiple or $100,000
(except that any such Borrowing may be in the aggregate amount of the
Unused Revolving Credit Commitments) and shall be made from the several
Lenders ratably in proportion to their respective Revolving Credit
Commitments.  Each Fixed Rate Loan under this Section shall be in an
aggregate principal amount of $1,000,000 or any larger multiple of
$250,000 and shall be made from the several Lenders ratably in proportion
to their respective Revolving Credit Commitments.  Within the foregoing
limits, the Borrower may borrow under this Section, repay and, to the
extent permitted by Section 2.09, prepay Loans and reborrow under this
Section at any time before the Revolving Credit Revolving Credit
Termination Date.

(b)  Letters of Credit.  Subject to the terms and conditions set
forth herein, and so long as no Default or Event of Default has occurred
which is continuing, the Borrower may request, and the Issuer agrees to
issue on any Business Day Letters of Credit for the account of the
Borrower, provided that the aggregate outstanding amount of all Letters
of Credit and all Unpaid Drawings (after giving effect to such request)
shall not exceed the lesser of (i) $3,000,000, and (ii) the Unused
Revolving Credit Commitment.  Each Letter of Credit shall by its terms
terminate or be terminable by the Issuer on such date that would result
in all drawings thereunder, or any acceptances created thereunder, being
funded pursuant to the terms thereof prior to the earlier of (x)(a) in
the case of Standby Letters of Credit, the date which occurs twelve (12)
months after the date of issuance thereof (although any such Letter of
Credit may be extendable for successive periods of up to twelve (12)
months, but not beyond the (6th) sixth Business Day prior to the
Revolving Credit Termination Date, on terms reasonably acceptable to the
Issuer), and (b) in the case of Trade Letters of Credit, the date which
occurs six (6) months (or up to one year with the consent of the Issuer)
after the date of the issuance thereof, but not beyond the
fifteenth (15th) Business Day prior to the Revolving Credit Termination
Date.

SECTION 2.02 Method of Borrowing.

(a)  The Borrower shall give the Agent notice (a "Notice of
Borrowing"), which shall be substantially in the form of Exhibit 2.02(a)
hereto, on the same Business Day for a Prime Rate Borrowing or a
Cost-of-Funds Borrowing and at least three (3) Business Days before each
Libor Borrowing, specifying:  (i) the date of such Borrowing, which shall
be a Business Day, (ii) the aggregate amount of such Borrowing,
(iii) whether the Loans comprising such Borrowing are to be Cost-of-Funds
Loans, Prime Rate Loans or Libor Loans, and (iv) in the case of Fixed
Rate Loans, the duration of the Interest Period applicable thereto,
subject to the provisions of the definition of Interest Period.

(b)  Upon receipt of a Notice of Borrowing, the Agent shall
promptly notify each Lender of the contents thereof and of such Lender's
Pro Rata Share of such Borrowing and such Notice of Borrowing shall not
thereafter be revocable by the Borrower.

(c)  Not later than 11:00 A.M. (Eastern Standard Time) on the date
of each Borrowing, each Lender shall (except as provided in
subSection (d) of this Section) make available its Pro Rata Share of such
Borrowing, in Federal or other funds immediately available in Boston,
Massachusetts, to the Agent at its address referred to in Section 9.01.
Unless the Agent determines that any applicable condition specified in
Article III has not been satisfied, the Agent will make the funds so
received from the Lenders available to the Borrower at the Agent's
aforesaid address.  Unless the Agent receives notice from a Lender, at
the Agent's address referred to in or specified pursuant to Section 9.01,
no later than 10:00 A.M. (Eastern Standard Time) on the Business Day on
which a Prime Rate Loan is to be made, and no later than 4:00 P.M
(Eastern Standard Time) on the Business Day before the date of all other
Borrowings stating that such Lender will not make a Loan in connection
with such Borrowing, the Agent shall be entitled to assume that such
Lender will make a Loan in connection with such Borrowing and, in
reliance on such assumption, the Agent may (but shall not be obligated
to) make available such Lender's Pro Rata Share of such Borrowing to the
Borrower for the account of such Lender.  If the Agent makes such
Lender's Pro Rata Share available to the Borrower and such Lender does
not in fact make its Pro Rata Share of such Borrowing available on such
date, the Agent will be entitled to recover such Lender's Pro Rata Share
from such Lender or the Borrower (and for such purpose shall be entitled
to charge such amount to any account of the Borrower maintained with the
Agent), together with interest thereon for each day during the period
from the date of such Borrowing until such sum shall be paid in full at a
rate per annum equal to the rate at which the Agent determines that it
obtained (of could have obtained) overnight Federal funds to cover such
amount for each such day during such period, provided that any such
payment by the Borrower of such Lender's Pro Rata Share and interest
thereon shall be without prejudice to any rights that the Borrower may
have against such Lender.  If the Agent does not exercise its option to
advance funds for the account of such Lender, it shall forthwith notify
the Borrower of such decision.

(d)  If any Lender makes a new Loan hereunder on a day on which the
Borrower is to repay all or any part of an outstanding Loan from such
Lender, and, if so directed by the Agent, such Lender shall apply the
proceeds of its new Loan to make such repayment and only an amount equal
to the difference (if any) between the amount being borrowed and the
amount being repaid shall then be made available by such Lender to the
Agent as provided in subsection (c) of this Section, or remitted by the
Borrower to the Agent as provided in Section 2.11, as the case may be.

(e)  In the event that a Notice of Borrowing fails to specify
whether the Loans comprising such Borrowing are to be Cost-of-Funds
Loans, Prime Rate Loans or Libor Loans, such Loans shall be made as Prime
Rate Loans.  If the Borrower is otherwise entitled under this Agreement
to repay any Loans maturing at the end of an Interest Period applicable
thereto with the proceeds of a new Borrowing, and the Borrower fails to
repay such Loans using its own moneys and fails to give a Notice of
Borrowing in connection with such new Borrowing, a new Borrowing shall be
deemed to be made on the date such Loans mature in an amount equal to the
principal amount of the Loans so maturing, and the Loans comprising such
new Borrowing shall be Prime Rate Loans.

(f)  Notwithstanding anything to the contrary contained herein,
there shall not be more than six (6) Fixed Rate Loans outstanding at any
given time, and no Cost-of-Funds Loan shall be available hereunder on and
after the date on which Fleet Bank is no longer the sole Lender
hereunder.

SECTION 2.03 Notes; Loan Account .   (a) The Revolving Loans
of each Lender shall be evidenced by a single Revolving Credit Note
payable to the order of such Lender for the account of its Lending Office
in an amount equal to the original principal amount of such Lender's
Revolving Credit Commitment.

(b)  Each Lender shall maintain on its books a Loan Account in the
name of the Borrower to evidence the Loans and shall also record in the
Loan Account all payments made on account of indebtedness evidenced by
the Loan Account and all proceeds which are finally paid to Lender at its
office in cash or solvent credits, and may record therein, in accordance
with customary accounting practice, other debits and credits, including
all charges and expenses properly chargeable to the Borrower and any
other obligation.  The debit balance of the Loan Account shall reflect
the amount of the obligations from time to time by reason of Loans and
other appropriate charges hereunder; and

(c)  At least once each month the Agent shall account to the
Borrower with a statement showing as of its date the Loans, charges and
payments made by and for the account of the Borrower for such month.
Each such statement shall be considered correct and accepted by the
Borrower and presumptively binding upon it, absent manifest error.

SECTION 2.04 Maturity of Loans.   Each Fixed Rate Loan
included in any Borrowing shall mature, and the principal amount thereof
shall be due and payable, on the last day of the Interest Period
applicable to such Borrowing.   Notwithstanding the foregoing, the
outstanding principal amount of all Revolving Loans, if any, together
with all accrued but unpaid interest thereon, if any, shall be due and
payable on the Revolving Credit Termination Date.

SECTION 2.05 Interest Rates.  (a) "Applicable Margin" means:
(i) for any Prime Rate Loan, 0%;  and (ii) for any Libor Loan, 0.50%.

(b)	Each Prime Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such
Loan is made until it becomes due, at a rate per annum equal to the Prime
Rate for such day plus the Applicable Margin.  Such interest shall be
payable monthly in arrears.  Any overdue principal of and, to the extent
permitted by applicable law, overdue interest on any Prime Rate Loan
shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the Default Rate.

(c)	Each Cost-of-Funds Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the applicable Cost-of-Funds Rate
for such Interest Period.   Any overdue principal of and, to the extent
permitted by law, overdue interest on any Cost-of-Funds Loan shall bear
interest, payable on demand, for each day until paid at a rate per annum
equal to the Default Rate.

 (d)	Each Libor Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at
a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted London Interbank Offered Rate for such Interest
Period; provided that if any Libor Loan shall, as a result of clause
(1)(c) of the definition of Interest Period, have an Interest Period of
less than one month, such Libor Loan shall bear interest during such
Interest Period at the rate applicable to Prime Rate Loans during such
period.  Such interest shall be payable for each Interest Period on the
last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.  Any
overdue principal of and, to the extent permitted by law, overdue
interest on any Libor Loan shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the Default Rate.

The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained
(rounded upwards, if necessary, to the next higher 1/100th of 1%) by
dividing (i) the applicable London Interbank Offered Rate for such
Interest Period by (ii) 1.00 minus the Libor Reserve Percentage.

The "London Interbank Offered Rate" applicable to any Libor
Loan means for the Interest Period applicable to such Libor Loan, the
rate per annum determined on the basis of the offered rate for deposits
in Dollars of amounts equal or comparable to the principal amount of such
Libor Loan offered for a term comparable to such Interest Period, which
rates appear on the display referred to as the "Telerate Page 3750," or
any display substituted therefore, of the Dow Jones Telerate Service, as
of 11:00 A.M., London time, two (2) Business Days prior to the first day
of such Interest Period, provided that (i) if more than one such offered
rate appears on such display, the "London Interbank Offered Rate" will be
the arithmetic average (rounded upward, if necessary, to the next higher
l/100th of 1%) of such offered rates; (ii) if no such offered rates
appear on such display, the "London Interbank Offered Rate" for such
Interest Period will be the arithmetic average (rounded upward, if
necessary, to the next higher 1/100th of 1%) of rates quoted by not less
than two major banks in New York City, selected by the Agent, at
approximately 10:00 A.M. (Eastern Standard Time), two (2) Business Days
prior to the first day of such Interest Period, for deposits in Dollars
offered to leading European banks for a period comparable to such
interest period in an amount comparable to the principal amount of such
Libor Loan.

"Libor Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor)
for determining the maximum reserve requirement for a member bank of the
Federal Reserve System in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Libor Loans is determined or any
category of extensions of credit or other assets which includes loans by
a non-United States office of any Lender to United States residents). The
Adjusted London Interbank Offered Rate shall be adjusted automatically on
and as of the effective date of any change in the Libor Reserve
Percentage.

(e)	The Agent shall determine each interest rate applicable
to the Loans hereunder.  The Agent shall give prompt notice to the
Borrower and the Lenders by telecopier or electronic communications of
each rate of interest so determined, and its determination thereof shall
be conclusive in the absence of manifest error.

SECTION 2.06 Fees.

(a) The Borrower shall pay to the Agent for the account of
each Lender a commitment fee on its Revolving Credit Commitment,
calculated at the rate of .25% per annum on the average daily amount of
such Lender's Unused Revolving Credit Commitment.  Such commitment fees
shall accrue from and including the Closing Date to but excluding the
Revolving Credit Termination Date and shall be payable, in arrears, on
each March 31, June 30, September 30, December 31 and on the Revolving
Credit Termination Date.

(b) Letter of Credit Fees.  The Borrower shall pay to the
Agent for the account of the Issuer and each LC Participant for each
Letter of Credit issued by the Issuer a per annum fee as follows:
(i) with respect to each Standby Letter of Credit, an amount equal to the
product of (a) the Applicable Margin then in effect for LIBOR Loans and
(b) the stated amount thereof, payable in advance on the date of issuance
and each renewal date thereof, and (ii) with respect to any Trade Letter
of Credit, an amount determined by the Issuer based on the Issuer's fees
then in effect for such Trade Letter of Credit,, plus, with respect to
all Letters of Credit payable on the dates specified by the Issuer and
for the sole account of the Issuer, such standard fees and costs as the
Issuer may from time to time establish for issuance, transfer, amendment
and negotiation of each Letter of Credit and other customary charges of
the Issuer with respect thereto (the "Letter of Credit Fees").

SECTION 2.07 Optional Termination or Reduction of
Commitments.  The Borrower may, upon at least three (3) Business Days'
prior notice to the Agent, terminate at any time, or proportionately
reduce from time to time by an aggregate amount of at least $1,000,000 or
any larger multiple of $250,000 the Unused Revolving Credit Commitment,
provided that the aggregate outstanding balance of the Loans plus the
aggregate outstanding amount of any Letters of Credit and any Unpaid
Drawing does not exceed the Revolving Credit Commitment, as so reduced on
the effective date of such reduction.  Any such reduction shall
concurrently reduce the dollar amount of each Lender's Pro Rata Share of
the Revolving Credit Commitment.  If the Revolving Credit Commitment is
terminated in its entirety, all accrued interest and all accrued fees (as
provided under Section 2.06 shall be due and payable on the effective
date of such termination rather than on any later date set forth in
Section 2.06and all then outstanding Letters of Credit, if any, shall be
cash collateralized as "Post-Termination Letters of Credit" pursuant to
Section 2.15(k).

SECTION 2.08 Mandatory Reduction and Termination of
Commitments.  The Revolving Credit Commitments shall terminate on the
Revolving Credit Termination Date and any Revolving Loans then
outstanding (together with accrued interest thereon) shall be due and
payable on such date and all then outstanding Letters of Credit, if any,
shall be cash collateralized as "Post-Termination Letters of Credit"
pursuant to Section 2.15(k).

SECTION 2.09 Optional Prepayments.

(a)	The Borrower may, upon at least one (1) Business Day
notice to the Agent, prepay any Prime Rate Borrowing in whole at any
time, or from time to time in part in amounts aggregating at least
$500,000 or any larger multiple of $100,000, by paying the principal
amount to be prepaid.  Each such optional prepayment shall be applied to
prepay ratably the Prime Rate Loans of the several Lenders included in
such Prime Rate Borrowing.

(b)	Upon payment to the Agent, for the benefit of the
Lenders, of any compensation required by Section 8.05, upon at least
two (2) Business Days in the case of a Cost-of-Funds Loan and two (2)
Business Days notice in the case of a Libor Loan, the Borrower may prepay
all or any portion of the principal amount of any Fixed Rate Loan prior
to the maturity thereof.

(c)	Upon receipt of a notice of prepayment pursuant to this
Section, the Agent shall promptly notify each Lender of the contents
thereof and of such Lender's Pro Rata Share of such prepayment and such
notice shall not thereafter be revocable by the Borrower.

SECTION 2.10 Mandatory Prepayments.   If at any time the
aggregate principal amount of the Loans plus the aggregate outstanding
stated amount of any Letters of Credit and Unpaid Drawings shall exceed
the Revolving Credit Commitment, the Borrower shall immediately pay to
the Agent in immediately available Dollars the amount of such excess.  On
each date on which the Revolving Credit Commitments are reduced pursuant
to Section 2.07 or Section 2.08, the Borrower shall repay or prepay such
principal amount of the outstanding Revolving Loans, if any (together
with interest accrued on any Fixed Rate Loan), as may be necessary so
that after such payment the aggregate unpaid principal amount of the sum
of the Revolving Loans and the outstanding stated amount of Letters of
Credit and the amount of any Unpaid Drawings does not exceed the
aggregate amount of the Revolving Credit Commitments as then reduced.

SECTION 2.11 General Provisions as to Payments.

(a)  The Borrower shall make each payment of principal of,
and interest on,  the Loans and all fees hereunder, not later than
12 P.M. (Eastern Standard Time) on the date when due, in Federal or other
funds immediately available at the place where payment is due, to the
Agent at its offices at 100 Federal Street, Boston, Massachusetts, or
such other location as the Agent may direct.

(b)  Whenever any payment of principal of, or interest on,
the Revolving Loans or of fees (or any other amount to be paid by the
Borrower pursuant to this Agreement or any other Loan Document) shall be
due on a day which is not a Business Day, the date for payment thereof
shall be extended to the next succeeding Business Day, provided that if
any payment of principal of or interest on any Libor Loan shall be due on
a day which is not a Business Day, in the event such Business Day falls
in another calendar month, the date for payment thereof shall be the next
preceding Business Day.  If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be
payable for such extended time.

(c)  All payments of principal, interest and fees and all
other amounts to be paid by the Borrower pursuant to this Agreement or
any other Loan Document shall be paid without deduction for, and free
from, any tax, imposts, levies, duties, deductions, or withholdings of
any nature now or at any time hereafter imposed by any governmental
authority or by any taxing authority thereof or therein excluding in the
case of each Lender, taxes imposed on or measured by its net income, and
franchise taxes imposed on it by the jurisdiction under the laws of which
such Lender (as the case may be) is organized or any political
subdivision thereof and, in the case of each Lender, taxes imposed on its
income, and franchise taxes imposed on it by the jurisdiction of such
Lender's applicable Lending office or any political subdivision thereof
(all such non-excluded taxes, imposts, levies, duties, deductions or
withholdings of any nature being "Taxes").  In the event that the
Borrower is required by applicable law to make any such withholding or
deduction of Taxes with respect to any Loan or fee or other amount, the
Borrower shall pay such deduction or withholding to the applicable taxing
authority, shall promptly furnish to any Lender in respect of which such
deduction or withholding is made all receipts and other documents
evidencing such payment and shall pay to such Lender additional amounts
as may be necessary in order that the amount received by such Lender
after the required withholding or other payment shall equal the amount
such Lender would have received had no such withholding or other payment
been made.

Each Lender which is not organized under the laws of the
United States of America or any state thereof agrees to file all
appropriate forms and take other appropriate action to obtain a
certificate or other appropriate document from the appropriate
governmental authority in the jurisdiction imposing the relevant Taxes,
establishing that it is entitled to receive payments of principal and
interest under this Agreement and the other Loan Documents without
deduction and free from withholding of any Taxes imposed by such
jurisdiction; provided that if it is unable, for any reason, to establish
such exemption, or to file such forms and, in any event, during such
period of time as such request for exemption is pending, the Borrower
shall nonetheless remain obligated under the terms of the immediately
preceding paragraph.

In the event any Lender receives a refund of any Taxes paid by
the Borrower pursuant to this Section 2.11(c), it will pay to the
Borrower the amount of such refund promptly upon receipt thereof;
provided that if at any time thereafter it is required to return such
refund, the Borrower shall promptly repay to such Lender the amount of
such refund.

		Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower
and the Lenders contained in this Section 2.11(c) shall be applicable
with respect to any Participant, Assignee or other Transferee, subject to
the provisions of Section 9.08(e), and any calculations required by such
provisions (i) shall be made based upon the circumstances of such
Participant, Assignee or other Transferee, and (ii) constitute a
continuing agreement and shall survive the termination of this Agreement
and the payment in full or cancellation of the Notes.

SECTION 2.12 Computation of Interest and Fees.  Interest on
Prime Rate Loans shall be computed on the basis of a year of 365 days and
paid for the actual number of days elapsed (including the first day but
excluding the last day).  Interest on Fixed Rate Loans shall be computed
on the basis of a year of 360 days and paid for the actual number of days
elapsed, calculated as to each Interest Period from and including the
first day thereof to but excluding the last day thereof.  All fees
payable hereunder shall be computed on the basis of a year of 360 days
and paid for the actual number of days elapsed (including the first day
but excluding the last day).

SECTION 2.13 Use of Proceeds.  The proceeds of the Loans and
Letters of Credit will be used by the Borrower for working capital and
other general corporate purposes, including without limitation, Permitted
Acquisitions, but shall not be used by the Borrower (i) directly or
indirectly, for the purpose, whether immediate, incidental or ultimate,
of purchasing or carrying any Margin Stock in violation of Regulations T,
U or X, or (ii) for any purpose in violation of any applicable law or
regulation.  The proceeds of the initial Loan hereunder shall be used to
repay all loans and other amounts outstanding under the Existing Fleet
Bank Facility and the Existing Wachovia Bank Credit Facility and all fees
and expenses incurred in connection with the closing of the credit
facilities evidenced by this Agreement.

SECTION 2.14 Savings Clause.  All agreements with respect to
the Loans and the Letters of Credit are hereby expressly limited so that
in no contingency or event whatsoever, whether by reason of acceleration
of maturity of the Loans or otherwise, shall the amount paid or agreed to
be paid for the use, forbearance or retention of the Loans or the
issuance of the Letters of Credit (hereinafter referred to in this
Section as "interest") exceed the maximum permissible charge or rate
under applicable law (the "Maximum Rate").  As used herein, the term
"applicable law" shall mean the law in effect as of the date hereof,
provided, however, that in the event there is a change in the law which
results in a higher permissible rate of interest, then this Agreement
shall be governed by such new law as of its effective date.  In this
regard, the Borrower and the Lenders expressly stipulate that it is their
respective intents in the execution, delivery and acceptance of this
Agreement to contract in strict compliance with the laws of The
Commonwealth of Massachusetts without regard to its conflicts of law
rules from time to time in effect.  If, from any circumstance whatsoever,
fulfillment of any provision of this Agreement or the other Loan
Documents, or any other agreement between the Borrower and the Lenders at
the time performance of such provision shall be due, shall involve
exceeding the limit allowed by law, then the obligation to be fulfilled
shall automatically be reduced to said limit.  If from any circumstances
any Lender should ever receive as interest an amount or amounts which
would cause it to exceed the Maximum Rate, such amount which would be
excessive interest shall be applied to the reduction of the principal
balance of the Loans and not to the payment of interest.  This provision
shall control every other provision of all instruments and agreements
executed by Borrower in connection with this Agreement.

SECTION 2.15. Special Provisions Relating to Letters of
Credit.

(a)  Each request for a Letter of Credit shall be made by
submission by the Borrower to the Agent of a Letter of Credit Agreement,
duly completed and executed by the Borrower and in effect at such time,
no later than five (5) Business Days prior to the proposed date of
issuance of the Letter of Credit, provided that if the express provisions
of any Letter of Credit Agreement conflict with the express provisions of
this Agreement, the provisions of this Agreement shall control to the
extent of such conflict.  The making of each request for a Letter of
Credit shall be deemed to be a representation and warranty by the
Borrower that such Letter of Credit may be issued in accordance with, and
will not violate the requirements of Section 2.01(b) or this
Section 2.15.  The Agent shall promptly notify, and deliver to, the
Issuer each such Letter of Credit Agreement.  Upon the issuance of any
Letter of Credit, the Issuer shall promptly notify the Agent and each
Lender of such issuance; and

(b)  Notwithstanding anything to the contrary herein, the Issuer
shall be under no obligation to issue any Letter of Credit if at the time
of such issuance:

(i)  any order, judgment or decree of any governmental
authority or arbitrator shall purport by its terms to enjoin or
restrain the Issuer from issuing such Letter of Credit or any
requirement of law applicable to the Issuer or any request or
directive (whether or not having the force of law) from any
governmental authority with jurisdiction over the Issuer shall
prohibit or request that the Issuer refrain from the issuance of
letters of credit generally or such Letter of Credit in particular,
or shall impose upon the Issuer with respect to such Letter of
Credit any restriction or reserve or capital requirement (for which
the Issuer is not otherwise compensated) not in effect on the date
of this Agreement, or any unreimbursed loss, cost or expense which
was not applicable, in effect or known to the Issuer as of the date
of this Agreement and which the Issuer in good faith deems material
to it; or

(ii)  the Issuer shall have received notice from any other
Lender prior to the issuance of such Letter of Credit to the effect
that one or more of the conditions specified in Section 3.1.2 are
not then satisfied, or that the issuance of such Letter of Credit
would violate any provision of this Section 2. 15(b).

(c)  Immediately upon issuance of a Letter of Credit, the Issuer
shall be deemed to have sold and transferred to each Lender, other than
the Issuer (each such Lender, in its capacity under this
subsection 2.15(c), an "LC Participant") and each LC Participant shall be
deemed to have irrevocably and unconditionally purchased and received
from the Issuer, without recourse or warranty, an undivided interest and
participation in such Letter of Credit to the extent of such LC
Participant's Pro Rata Share in such Letter of Credit, each drawing made
thereunder and the obligations of the Borrower with respect thereto, and
any security therefor or guaranty pertaining thereto.  Upon any change in
the Revolving Credit Commitment, or in the Pro Rata Shares of the Lenders
pursuant to Section 9.08 hereof, it is hereby agreed that, with respect
to all outstanding Letters of Credit and any Unpaid Drawing at such time,
there shall be an automatic adjustment to the participations pursuant to
this subsection 2.15(c) to reflect the new Pro Rata Shares of any
assigning Lender and its assignee or of all Lenders with respect to the
Revolving Credit Commitment, as the case may be.

(d)  In determining whether to pay under any Letter of Credit, the
Issuer shall have no obligation relative to the other Lenders other than
to confirm that any documents required to be delivered under such Letter
of Credit appear to have been delivered and that they appear to
substantially comply on their face with the requirements of such Letter
of Credit.  Any action taken or omitted to be taken by the Issuer under
or in connection with any Letter of Credit if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for
the Issuer any resulting liability to the Borrower, any Guarantor, the
Agent or any other Lender.

(e)  The Borrower agrees to reimburse the Issuer by making payment
to the Issuer in immediately available funds at the office of the Issuer
specified for such payment by the Issuer for any payment or disbursement
made by the Issuer under any Letter of Credit (each, an "Unpaid Drawing")
immediately after, and, in any event on the date of such payment or
disbursement, with interest on the amount so paid or disbursed by the
Issuer to the extent not reimbursed prior to 2.00 P.M. (Eastern Standard
Time) on the date of such payment or disbursement, from and including the
date paid or disbursed to but excluding the date the Issuer was
reimbursed by the Borrower therefor at a rate equal to the Default Rate.
The Issuer shall give the Borrower prompt notice of each drawing under
any Letter of Credit, provided that the failure to give any such notice
shall in no way affect, impair or diminish the Borrower's obligations
hereunder.  The Borrower hereby authorizes and instructs the Issuer to
charge against the Borrower's accounts with the Issuer on each date on
which a payment is due under a Letter of Credit, and on any subsequent
date if and to the extent any such payment is not made when due, an
amount up to the principal, interest and fees due and payable to the
Issuer thereunder and such charge shall be deemed payment thereunder to
the extent that immediately available funds are then in such accounts.
The Issuer shall use reasonable efforts in accordance with the Issuer's
customary procedures to give subsequent notice of any such charge to the
Borrower, but the failure to give such notice shall not affect the
validity of any such charge.

(f)  In the event that the Issuer makes any payment under any
Letter of Credit and the Borrower shall have failed to reimburse the
Issuer under any Letter of Credit or Letter of Credit Agreement, and any
outstanding Debt of the Borrower relating thereto, the Issuer shall
promptly notify the Agent, which shall promptly notify each LC
Participant of such failure, and each LC Participant shall promptly pay
to the Issuer in Dollars its Pro Rata Share of such unreimbursed amount
in same day funds.  If the Agent so notifies, prior to 12 P.M. (Eastern
Standard Time) on any Business Day, each such LC Participant shall make
available to the Issuer such payment on such Business Day, or if such
notice is given after 12 P.M. (Eastern Standard Time) on any Business
Day, on the next succeeding Business Day.  If and to the extent that any
such LC Participant shall not have so made such funds available to the
Issuer, such LC Participant agrees to pay to the Issuer forthwith on
demand such amount together with interest thereon, for each day from the
date such amount was due under this subsection 2.15(f) until the date
such amount is paid to the Issuer, at the Federal Funds Rate.  The
obligations of each LC Participant under this subsection 2.15(f) shall be
absolute and unconditional and all payments due from each LC  Participant
hereunder shall be made notwithstanding the occurrence or continuation of
an Event of Default or the failure to satisfy any condition set forth in
Article III of this Agreement.

(g)  Whenever the Issuer receives a payment of a reimbursement
obligation as to which it has received any payments from the LC
Participants pursuant to subsection 2.15(f) above, the Issuer shall pay
to each LC Participant which has paid its Pro Rata Share thereof, in
Dollars and in same day funds, an amount equal to such LC Participant's
share (based upon the proportionate aggregate amount originally funded by
such LC Participant to the aggregate amount funded by all LC
Participants) of the principal amount of such reimbursement obligation
and interest thereon accruing after the purchase of the respective
participations.

(h)  The obligation of each LC Participant to make payments to the
Issuer with respect to any Letter of Credit and such LC Participant's
participation therein and the obligation of the Borrower to make payments
to the Issuer, shall not be subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and conditions
of this Agreement, including, without limitation, any of the following
circumstances:

(i)    Any lack of validity or enforceability of this
Agreement or any of the other Loan Documents;

(ii)   The existence of any claim, set-off, defense or other
right which the Borrower may have at any time against a beneficiary
named in a Letter of Credit or any transferee or assignee of any
Letter of Credit (or any Person for whom any such transferee or
assignee may be acting), the Issuer, the Agent, any Lender, or any
other Person, whether in connection with this Agreement, any Letter
of Credit, the transactions contemplated herein or any unrelated
transactions (including any underlying transactions between the
Borrower or any other Person and the beneficiary named in any Letter
of Credit);

(iii)  Any draft, certificate or any other document presented
under the Letter of Credit upon which payment has been made in good
faith and according to its terms proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect;

(iv)   The surrender or impairment of any collateral or any
other security for the Obligations or the performance or observance
of any of the terms of any of the Loan Documents;

(v)    The occurrence of any Default or Event of Default; or

(vi)   The failure to give notice of the issuance of any
Letter of Credit;

provided that, neither the Borrower nor any LC Participant shall be
obligated to pay such LC  Participant's Pro Rata Share of any
unreimbursed amount arising from any wrongful payment made by the Issuer
under a Letter of Credit as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of the Issuer.

(i)  Indemnification.  In addition to amounts payable as elsewhere
provided in this Agreement, the Borrower agrees to protect, indemnify,
pay and save the Issuer, the Agent and the LC Participants harmless from
and against any and all claims, demands, liabilities, damages, losses,
costs, charges and expenses (including reasonable attorneys' fees) which
the Issuer, the Agent or any LC Participant (each, an "Indemnified
Party") may incur or be subject to (other than as a result of acts or
omissions of any such Indemnified Party constituting gross negligence or
willful misconduct as determined by a court of competent jurisdiction) as
a consequence, directly or indirectly, or

(i)  the issuance of any Letter of Credit; or

(ii)  the failure of the Issuer to honor a drawing under any
Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de facto
governmental authority (all such acts or omissions being hereinafter
referred to collectively as "Government Acts").

(j)  As among the Borrower and the Indemnified Parties, the
Borrower assumes all risks of the acts and omissions of, or misuse of any
of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit.  In furtherance and not in limitation of the foregoing,
subject to the provisions of the Letter of Credit Agreements, other than
as a result of an Indemnified Party's gross negligence or willful
misconduct (as determined by a court of competent jurisdiction), no
Indemnified Party shall be responsible for:

(i)  the form, validity, sufficiency, accuracy, genuineness or
legal effect of any document submitted by any Person in connection
with the application for and issuance of and presentation of drafts
with respect to any of the Letters of Credit, even if it should
prove to be, in any or all respects, invalid, insufficient,
inaccurate, fraudulent or forged;

(ii)  the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any
Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason;

(iii)  the failure of any drawing to strictly comply with the
terms of a Letter of Credit;

(iv)  errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be indecipherable;

(v)  errors in interpretation of technical terms;

(vi)  any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under any Letter of
Credit or of the proceeds thereof;

(vii)  the non-application or misapplication by the
beneficiary of any Letter of Credit of the proceeds of any drawing
under such Letter of Credit; or

(viii)  any consequences arising from causes beyond the
control of the Issuer, the Agent or any LC Participant, including,
without limitation, any Government Acts.

None of the foregoing shall affect, impair or prevent the vesting of any
of the Indemnified Parties' rights or powers under this Section 2.15.

(k)  If, notwithstanding the provisions of Section 2.01(b) hereof,
any Letter of Credit is outstanding on the Revolving Credit Termination
Date (each, a "Post-Termination Letter of Credit"), then on or prior to
the Revolving Credit Termination Date, the Borrower shall, promptly on
demand by the Issuer, deposit with the Issuer, with respect to each
Post-Termination Letter of Credit then outstanding, as the Issuer shall
specify, cash collateral ("Cash Collateral") in an amount necessary to
reimburse the Issuer for payments to be made by the Issuer under any
Post-Termination Letter of Credit.  Such Cash Collateral shall be held by
the Issuer, as security for, and to provide for the payment of, the
obligations of the Borrower with respect to the Post-Termination Letters
of Credit.  In the event that any amount of Cash Collateral remains after
the expiration of all Post-Termination Letters of Credit, so long as no
Obligation which is then due and payable is outstanding on such date, the
Issuer shall return such amount promptly to the Borrower.

ARTICTLE III

CONDITIONS TO BORROWINGS

SECTION 3.01 Conditions to Initial Borrowing.  The obligation
of each Lender to make a Loan on the occasion of the initial Borrowing is
subject to the satisfaction of the conditions set forth in Section 3.02
and receipt by the Agent of the following (in sufficient number of
counterparts (except as to the Notes) for delivery of a counterpart to
each Lender and retention of one counterpart by the Agent):

(a)		from each of the parties hereto of either (i) a duly
executed counterpart of this Agreement signed by such party or
(ii) a telex or facsimile transmission of such dully executed
counterpart stating that such party has duly executed a
counterpart of this Agreement and sent such counterpart to the
Agent or its counsel;

(b)		a duly executed Revolving Credit Note for the account
of each Lender complying with the provisions of Section 2.03;

(c)	a duly executed Subsidiary Guaranty for each Domestic
Subsidiary;

(d)		an opinion (together with any opinions of local counsel
relied on therein) of Ropes & Gray, counsel for the Borrower and
each Domestic Subsidiary, dated the date of the initial
Borrowing, substantially in the form of Exhibit 3.01(d) and
covering such additional matters relating to the transactions
contemplated hereby as the Agent or any Lender may reasonably
request;

(e)		a certificate, dated the date of the initial Borrowing,
signed by a principal financial officer of the Borrower, to the
effect that (i) no Default has occurred and is continuing on the
date of the initial Borrowing, and (ii) the representations and
warranties of the Borrower contained in Article IV are true on
and as of the date of the initial Borrowing hereunder;

(f)		all documents which the Agent or any Lender may
reasonably request relating to the existence of the Borrower and
each Domestic Subsidiary, the corporate authority for and the
validity of this Agreement and the Notes and the other Loan
Documents, and any other matters relevant hereto, all in form and
substance reasonably satisfactory to the Agent, including,
without, limitation, a certificate of incumbency of the Borrower,
signed by the Secretary or an Assistant Secretary of the Borrower
and each Domestic Subsidiary, certifying as to the names, true
signatures and incumbency of the officer or officers of the
Borrower and each Domestic Subsidiary authorized to execute and
deliver the Loan Documents, and certified copies of the following
items: (i) the Borrower's and each Domestic Subsidiary's
Certificate of Incorporation, (ii) the Borrower's and each
Domestic Subsidiary Bylaws, (iii) a certificate of the Secretary
of State of The Commonwealth of Massachusetts as to the good
standing of the Borrower and each Domestic Subsidiary organized
as a Massachusetts corporation, and (iv) the action taken by the
Board of Directors of the Borrower and each Domestic Subsidiary
authorizing the Borrower's and each Domestic Subsidiary
execution, delivery and performance of this Agreement, the Notes
and the other Loan Documents to which the Borrower and each
Domestic Subsidiary is a party;

(f)	a Notice of Borrowing requesting Loans in an amount
sufficient to repay all amounts outstanding under the Existing
Fleet Bank Facility and evidence satisfactory to the Agent of the
termination of the Existing Wachovia Bank Credit Facility.

SECTION 3.02 Conditions to All Borrowings.  The obligation of
each Lender to make a Loan on the occasion of each Borrowing is subject
to the satisfaction of the following conditions:

(a)	receipt by the Agent of a Notice of Borrowing;

(b)	the fact that, immediately after such Borrowing, no
Default or Event of Default shall have occurred and be
continuing;

(c)	the fact that the representations and warranties of the
Borrower contained in Article IV of this Agreement shall be true
in all material respects on and as of the date of such Borrowing;
and

(d)	the fact that, immediately after such Borrowing, the
aggregate outstanding principal amount of the Revolving Loans,
the Letters of Credit and any Unpaid Drawings will not exceed the
Revolving Credit Commitment.

Each Borrowing hereunder  shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the facts
specified in paragraphs (b), (c) and (d) of this Section.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

SECTION 4.01 Corporate Existence and Power.  The Borrower is a
corporation duly organized, validly existing and good standing under the
laws of the jurisdiction of its incorporation, is duly qualified to
transact business in every jurisdiction where, by the nature of its
business, such qualification is necessary, and has all corporate powers
and all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

SECTION 4.02 Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of
this Agreement, the Notes and the other Loan Documents (i) are within the
Borrower's corporate powers, (ii) have been duly authorized by all
necessary corporate action, (iii) require no action by or in respect of
or filing with, any governmental body, agency or official, (iv) do not
contravene, or constitute a defau1t under, any provision of applicable
law or regulation or of the certificate of incorporation or by-laws of
the Borrower or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Borrower or any of its Subsidiaries,
and (v) do not result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries.

SECTION 4.03 Binding Effect.  This Agreement constitutes a
valid and binding agreement of the Borrower enforceable in accordance
with its terms, and the Notes and the other Loan Documents, when executed
and delivered in accordance with this Agreement, will constitute valid
and binding obligations of the Borrower enforceable in accordance with
their respective terms, provided that the enforceability hereof and
thereof is subject in each case to general principles of equity and to
bankruptcy, insolvency and similar laws affecting the enforcement of
creditors' rights generally.

SECTION 4.04 Financial Information. (a) The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of
June 26, 1999, and the related consolidated statements of income,
shareholders' equity and cash flows for the Fiscal Year then ended,
reported on by Deloitte & Touche LLP, copies of which have been delivered
to each of the Lenders, and the unaudited consolidated financial
statements of the Borrower for the interim period ended March 25, 2000,
copies of which have been delivered to each of the Lenders, fairly
present, in conformity with GAAP, the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as of such dates and their
consolidated results of operations and cash flows for such periods
stated.

(b)	Since June 26, 1999 there has been no event, act,
condition or occurrence having a Material Adverse Effect.

SECTION 4.05 No Litigation.  There is no action, suit or
proceeding pending, or to the knowledge of the Borrower threatened,
against or affecting the Borrower or any of its Subsidiaries before any
court or arbitrator or any governmental body, agency or official which
has or reasonably could be expected to have a Material Adverse Effect or
which in any manner draws into question the validity of or could impair
the ability of the Borrower to perform its obligations under, this
Agreement, the Notes or any of the other Loan Documents.

SECTION 4.06 Compliance with ERISA.  (a) The Borrower and
each member of the Controlled Group have fulfilled their obligations
under the minimum funding standards of ERISA and the Code with respect to
each Plan and are in compliance in all material respects with the
presently applicable provisions of ERISA and the Code, and have not
incurred any liability to the PBGC (other than the payment. of premiums
under Section 4007 of ERISA) or a Plan under Title IV of ERISA.

(b)	Neither the Borrower nor any member of the Controlled
Group is or ever has been obligated to contribute to any Multiemployer
Plan.

SECTION 4.07 Compliance with Laws; Taxes.  The Borrower and
each of its Subsidiaries is in compliance in all material respects with
applicable laws, regulations and similar requirements of governmental
authorities (including but not limited to PBGC), except where the
necessity of such compliance is being contested in good faith through
appropriate proceedings.  There have been filed on behalf of the Borrower
and its Subsidiaries all Federal, state and local income, excise,
property and other tax returns which are required to be filed by them and
all taxes due pursuant to such returns or pursuant to any assessment
received by or on behalf of the Borrower or any Subsidiary have been
paid.  The charges, accruals and reserves on the books of the Borrower
and its Subsidiaries in respect of taxes or other governmental charges
are, in the opinion of the Borrower, adequate.  United States income tax
returns of the Borrower and its Subsidiaries have been examined and
closed through the Fiscal Year ended June 25, 1994, (or the Code's
statute of limitations with respect to such taxes has expired).

SECTION 4.08 Subsidiaries.  Each of the Borrower's
Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and
has all corporate powers and all governmental licenses, authorizations,
consents and approvals required to carry on its business as now
conducted.  The Borrower has no Subsidiaries except for those
Subsidiaries listed on Schedule 4.08 (as supplemented from time to time),
which accurately sets forth their respective jurisdictions of
incorporation.

SECTION 4.09 Not an Investment Company.  The Borrower is not
an "investment company" within the meaning of the Investment Company Act
of 1940, as amended.

	SECTION 4.10 Ownership of Property Liens.  Each of the
Borrower and its Consolidated Subsidiaries has title to its properties
sufficient for the conduct of its business, and none of such property is
subject to any Lien except as permitted in Section 5.09.

	SECTION 4.11 No Default.  Neither the Borrower nor any of its
Consolidated Subsidiaries is in default under or with respect to any
agreement, instrument or undertaking to which it is a party or by which
it or any of its property is bound which could have or cause a Material
Adverse Effect.  No Default or Event of Default has occurred and is
continuing.

SECTION 4.12 Full Disclosure.  All information heretofore
furnished by the Borrower to the Agent or any Lender for purposes of or
in connection with this Agreement or any transaction contemplated hereby
is, and all such information hereafter furnished by the Borrower to the
Agent or any Lender will be, true, accurate and complete in every
material respect or based on reasonable estimates on the date as of which
such information is stated of certified.  The Borrower has disclosed to
the Lenders in writing any and all facts which could have, of cause, a
Material Adverse Effect.

SECTION 4.13 Environmental Matters.  (a) Neither the Borrower
nor any Subsidiary is subject to any Environmental Liability which could
have, of cause, a Material Adverse Effect.  Except as set forth on
Schedule 4.13(a), neither the Borrower nor any Subsidiary has been
designated as a potentially responsible party under CERCLA of under any
state statute similar to CERCLA.  Except as set forth on Schedule
4.13(a), none of the Properties has been identified on any current or
proposed (i) National Priorities List under 40 C.F.R. 300, (ii) CERCLIS
list or (iii) any list arising from a state statute similar to CERCLA.

(b)	No Hazardous Materials have been or are being used,
produced, manufactured, processed, treated, recycled, generated, stored,
disposed of, managed or otherwise handled at, or shipped or transported
to or from the Properties or are otherwise present at, on, in or under
the Properties, or, to the best of the knowledge of the Borrower, at or
from any adjacent site or facility, except for Hazardous Materials,
including, without limitation, those set forth on Schedule 4.13(b), which
are used, produced, manufactured, processed, treated, recycled,
generated, stored, disposed of, managed, or otherwise handled in the
ordinary course of business in material compliance with all applicable
Environmental Requirements.

(c)	The Borrower, and each of its Subsidiaries and
Affiliates, is in material compliance with all Environmental Requirements
in connection with the operation of the Properties and the Borrower's,
and each of its Subsidiary's and Affiliate's, respective businesses.

SECTION 4.14 Capital Stock.  All Capital Stock, debentures,
bonds, notes and all other securities of the Borrower and its
Subsidiaries presently issued and outstanding are validly and properly
issued in accordance with all applicable laws, including but not limited
to, the "Blue Sky" laws or all applicable states and the federal
securities laws.  The issued shares of Capital Stock of the Borrower's
Wholly Owned Subsidiaries are owned by the Borrower free and clear of any
Lien or adverse claim.  At least a majority of the issued shares of
capital stock of each of the Borrower's other Subsidiaries (other than
Wholly Owned Subsidiaries) is owned by the Borrower free and clear of any
Lien or adverse claim.

SECTION 4.15 Margin Stock.  Neither the Borrower nor any of
its Subsidiaries is engaged principally, or as one of its important
activities, in the business of purchasing or carrying any Margin Stock,
and no part of the proceeds of any Loan will be used to purchase or carry
any Margin Stock so as to result in a violation of Regulations T, U or X
or to extend credit to others for the purpose of purchasing or carrying
any Margin Stock, or be used for any purpose which violates, or which is
inconsistent with, the provisions of Regulation X.  So long as any Loan,
Letter of Credit or Unpaid Drawing shall be outstanding, the value of all
Margin Stock owned by the Borrower will not constitute more than 25% of
the value of the assets of the Borrower alone, and of the Borrower and
its Consolidated Subsidiaries on a consolidated basis.

ARTICLE V

COVENANTS

The Borrower agrees that, so long as any Lender has any
Commitment hereunder of any amount payable hereunder of under any Note
remains unpaid:

SECTION 5.01 Information.  The Borrower will deliver to each
of the Lenders:

	(a)  as soon as available and in any event within ninety (90)
days after the end of each Fiscal Year, a consolidated and
consolidating balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such Fiscal Year and the related
consolidated and consolidating statements of income, and
consolidated statements of shareholders' equity and cash flows for
such Fiscal Year, setting forth in each case in comparative form the
figures for the previous fiscal year, all such consolidated
statements to be certified by Deloitte & Touche LLP or other
independent public accountants of nationally recognized standing,
with such certification to be free of exceptions and qualifications
not acceptable to the Required Lenders;

(b)  as soon as available and in any event within forty-five
(45) days after the end of each of the first three quarters of each
Fiscal Year, a consolidated and consolidating balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such
quarter and the related statement of income and consolidated
statement of cash flows for such quarter and for the portion of the
Fiscal Year ended at the end of such quarter, setting forth in each
case in comparative form the figures for the corresponding quarter
and the corresponding portion of the previous Fiscal Year, all
certified (subject to normal year-end adjustments) as to fairness of
presentation, GAAP and consistency by the chief financial officer or
the chief accounting officer of the Borrower;

(c)  simultaneously with the delivery of each set of
financial statements referred to in paragraphs (a) and (b) above, a
certificate, substantially in the form of Exhibit 5.01(c) (a
"Compliance Certificate"), of the chief financial officer or the
chief accounting officer of the Borrower (i) setting forth in
reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of Sections 5.03 on
the date of such financial statements and (ii) stating whether any
Default of Event of Default exists on the date of such certificate
and, if any Default of Event of Default then exists, setting forth
the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

(d)  as soon as available and in any event within ninety (90)
days after the end of each Fiscal Year, a statement of the firm of
independent public accountants which reported on the statements
referred to in paragraph (a) above to the effect that nothing has
come to their attention to cause them to believe that any Default or
Event of Default existed on the date of such financial statements,
it being understood that any audit which such accountants perform
cannot be relied upon to give them knowledge of any Default or Event
of Default except as it relates to accounting of auditing matters;

(e)  within five (5) Business Days after the Borrower becomes
aware of the occurrence of any Default or Event of Default, a
certificate of the chief financial officer or the chief accounting
officer of the Borrower setting forth the details thereof and the
action which the Borrower is taking or proposes to take with respect
thereto;

(f)  promptly upon the mailing thereof to the shareholders of
the Borrower generally, copies of all financial statements, reports
and proxy statements so mailed;

(g)  promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any
registration statements on Form S-8 or its equivalent) and annual,
quarterly and monthly reports which the Borrower shall have filed
with the Securities and Exchange Commission;

(h)  if and when any member of the Controlled Group (i) gives
or is required to give notice to the PBGC of any "reportable event"
(as defined in Section 4043 of ERISA) with respect to any Plan which
might constitute grounds for a termination of such Plan under Title
TV of ERISA, or knows that the plan administrator of any Plan has
given or is required to give notice of any such reportable event, a
copy of the notice of such reportable event given of required to be
given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of EIRISA, a copy of such
notice; or (iii) receives notice from the PBGC under Title IV of
ERISA of an intent to terminate or appoint a trustee to administer
any Plan, a copy of such notice;

(i)  promptly after the Borrower acquires knowledge thereof,
notice of any pending or contemplated litigation or similar
proceedings against or involving the Borrower or any Subsidiary,
including, without limitation, administrative arbitration and
regulatory proceedings, in which either the (i) claimed amount or
(ii) potential loss to the Borrower or any relevant Subsidiary is
equal to or greater than $2,000,000; and

(j)  from time to time such additional information regarding
the financial position or business of the Borrower and its
Subsidiaries as the Agent, at the request of any Lender, may
reasonably request.

SECTION 5.02 Inspection of Property, Books and Records.  The
Borrower will (i) keep, and cause each Subsidiary to keep, proper books
of record and account in which full, true and correct entries shall be
made of all dealings and transactions in relation to its business and
activities; and (ii) permit, and cause each Subsidiary to permit,
representatives of any Lender at such Lender's expense prior to the
occurrence of a Default or Event of Default and at the Borrower's expense
after the occurrence of a Default or Event of Default to visit and
inspect any of their respective properties, to examine and make abstracts
from any of their respective books and records and to discuss their
respective affairs, finances and accounts with their respective officers,
employees and independent public accountants.  The Borrower agrees to
cooperate and assist in such visits and inspections, in each case at such
reasonable times and as often as may reasonably be desired.

SECTION 5.03 Financial Covenants.

(a)  Ratio of Consolidated Total Liabilities to Consolidated
Tangible Net Worth.  The ratio of Consolidated Total Liabilities to
Consolidated Tangible Net Worth will not at any time exceed 1.00 to 1.00.

(b)  Minimum Consolidated Tangible Net Worth.  Consolidated
Tangible Net Worth will at no time be less than a cumulatively increasing
amount equal to the sum of (i) $158,800,000.00 plus (ii) 50% of the
Consolidated Net Income for each Fiscal Quarter from and including the
first Fiscal Quarter which ends after the Closing Date to and including
the Fiscal Quarter ended immediately prior to the date of such
determination.  In determining the minimum Consolidated Tangible Net
Worth required by this Section 5.04, any negative Consolidated Net
Income, computed cumulatively on an annual basis, shall be excluded.

(c)  Fixed Charge Coverage Ratio.  At the end of each Fiscal
Quarter, commencing with the first Fiscal Quarter commencing after the
Closing Date, the ratio of (x) Consolidated EBITDA minus Consolidated
Capital Expenditures minus consolidated current taxes to (y) the sum of
(i) Consolidated Interest Expense, and (ii) the aggregate scheduled
principal payments on Consolidated Debt, all for such period and as
determined in accordance with GAAP for the four (4) consecutive Fiscal
Quarters then ended, shall not have been less than 1.50 to 1.00.

SECTION 5.04 Debt.  Neither the Borrower nor any of its
Consolidated Subsidiaries will incur, assume or permit to exist Debt
(including, without limitation, contingent liabilities under Guarantees)
to any Person other than the Agent and the Lenders (excluding, in any
event, unsecured trade liabilities in the ordinary course of the
Borrower's or any of its
Consolidated Subsidiaries' businesses not more than ninety (90) days
overdue) except for the following ("Permitted Debt"):

(a)  Existing Debt.  Existing Debt shown on Schedule 5.04(a)
hereto.

(b)  Purchase Money Debt.  Debt for any purchase money Debt
permitted pursuant to Section 5.09(c).

(c)  Capitalized Lease Obligations.  Capitalized Lease
Obligations.

(d)  Permitted Intercompany Debt.  Debt owing by (i) the
Borrower or any Consolidated Subsidiary to any other Consolidated
Subsidiary, or (ii) any Subsidiary Guarantor to the Borrower,
provided that (A) no Debt permitted by this clause (d) shall be
subordinated in favor of any Person other than the Agent and/or the
Lenders, and (B) all Debt permitted by this clause (d)(ii) shall be
Subordinated Debt.

(e)  Other Debt not permitted by any of the foregoing not to
exceed $15,000,000 in the aggregate outstanding at any time..

	SECTION 5.05 Dividends and Other Distributions.  After the
occurrence and during the continuance of (x) any Event of Default under
Section 6.01(a) , neither the Borrower nor any of its Subsidiaries will
(a) declare or pay any dividend or make any distribution on or in respect
of its Capital Stock (other than (i) dividends and distributions payable
solely in such Capital Stock or in options, warrants or other rights to
purchase such Capital Stock, and (ii) dividends and distributions payable
to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable
to holders of minority interests in any Subsidiary so long as the
Borrower or any other Subsidiary having an interest in such Subsidiary
shall receive its proportionate share of such dividend or distribution),
(b) purchase, redeem or otherwise acquire or retire for value any Capital
Stock of the Borrower, and (c) except as may be otherwise expressly
provided under any agreement or instrument relating to or evidencing any
Subordinated Debt, make any interest or principal payment on or purchase,
defease, redeem, prepay, or otherwise acquire or retire for value any
Subordinated Debt other than payments by the Borrower to a Subsidiary
Guarantor.

SECTION 5.06. Transactions With Affiliates.  Neither the
Borrower nor any of its Consolidated Subsidiaries will engage in any
transaction or enter into any agreement with, or on behalf of, an
Affiliate except on any terms that are not materially less favorable
to the Borrower than those that would have been obtained in a
comparable transaction by the Borrower with an unrelated Person.

SECTION 5.07 Acquisitions.  Neither the Borrower nor any of
its Subsidiaries shall enter into any agreement pursuant to which any
Borrower or any of its Subsidiaries may engage in a transaction, or
series of related transactions, consummated after the date of this
Agreement, by which any Borrower or any of its Subsidiaries acquires
the business of, or all or substantially all of the assets of, any
Person (other than a Wholly-Owned Subsidiary of a Borrower or any of
its Subsidiaries or a Wholly-Owned Subsidiary of any of its
Subsidiaries), or any division of such Person, whether through the
purchase of assets, purchase of stock or other equity interest, merger
or otherwise, of any Person that was not theretofore a Subsidiary of
the Borrower becomes a Subsidiary of the Borrower (an "Acquisition"),
other than an Acquisition with respect to which the following
conditions have been satisfied (each a "Permitted Acquisition"):

(a)  Such Acquisition has been approved by the board of
directors (or functional equivalent thereof) and the equity holders
(if required by applicable law) of the Person whose equity
interests or assets are being acquired.

(b)  The Person or assets being acquired are predominately in
the same or a similar or complementary line of business as the
Borrower or any of its Subsidiaries and after giving effect to such
Acquisition, the assets acquired will not be encumbered by any Lien
other than a Permitted Lien.

(c)  Both immediately before and after giving effect to such
Acquisition, no Default or Event of Default shall exist.

(d)  After giving effect to any such Acquisition of any Person
effected through a merger to which a Borrower is a party, the
Borrower will be the surviving entity, and, after giving effect to
any such Acquisition of any Person effected through a merger to
which any Subsidiary of the Borrower is a party, the Borrower or
any of its Subsidiaries shall control the surviving entity.

(e)  At least five (5) Business Days prior to the consummation
of any such Acquisition, the Borrower shall have delivered to the
Agent a pro forma balance sheet and a related Compliance
Certificate prepared on a consolidated basis (including the
to-be-acquired assets and any assumed liabilities, or if equity
interests are acquired, the to-be-acquired Person if such Person is
to be a Subsidiary, and if not, the to-be-acquired equity
interests), which certificate shall indicate that no Event of
Default exists or would exist following consummation of the
Permitted Acquisition, and that the Borrower will be in compliance
(on a consolidated basis including the to-be-acquired assets and
any assumed liabilities or if equity interests are acquired, the
to-be-acquired Person if such Person is to be a Subsidiary, and, if
not, the to-be-acquired equity interests) with the financial
covenants set forth in Section 5.03 (and any other financial
covenant at any time contained in this Agreement) following
consummation of such Acquisition, including the to-be-acquired
assets, Person or equity interests and the operating results
thereof on the same basis and for the same periods as the Borrower
is measured for each such covenant, respectively.

(f) Immediately after giving effect to the Acquisition of a Person
which becomes a Consolidated Domestic Subsidiary, the Borrower and
such Person shall execute and deliver a Subsidiary Guaranty pursuant
to which such Person will become a Guarantor, and such other documents
as the Agent may require consistent with the documents specified under
Section 3.01, including without limitation, copies of the constituent
documents of such Person and corporate resolutions (or equivalent)
authorizing such document(s) and the transactions contemplated
thereby, in each case certified as true and correct by an officer of
such Person, and a legal opinion from counsel to such Person, in form
and substance acceptable to the Agent.

	SECTION 5.08 Investments.  Neither the Borrower nor any of its
Subsidiaries shall make Investments in any Person except Investments in
(i) direct obligations of the United States government maturing within
one year, (ii) certificates of deposit issued by a commercial bank whose
long-term certificates of deposit are rated at least AA or the equivalent
thereof by Standard & Poor' s Corporation and Aa2 or the equivalent
thereof by Moody' s investors Service, Inc., (iii) commercial paper and
money market preferred shares rated A-1 or the equivalent thereof by
Standard & Poor's Corporation or Pl or the equivalent thereof by Moody's
Investors Service, Inc. and in either case maturing within one (1) year
after the date of acquisition, (iv) repurchase agreements secured by any
one or more of the foregoing, (v) tender bonds the payment of the
principal of and interest on which is fully supported by a letter of
credit issued by a bank whose long-term certificates of deposit are rated
at least AA or the equivalent thereof by Standard & Poor's Corporation
and Aa2 or the equivalent thereof by Moody's Investors Service Inc.,
(vi) municipal bonds issued by any municipality within the United States,
which such municipality is rated not less than "M1G-1" if rated by
Moody's investors Service, Inc. or A-1 by Standard and Poor's
Corporation, (vii) Persons which are or which, as a result of such
Investment, become, Wholly Owned Subsidiaries as a result of a Permitted
Acquisition, and/or (viii) other Investments not permitted by any of the
foregoing up to an amount which is not in the aggregate in excess of ten
percent (10%) of the Borrower's Consolidated Tangible Net Worth.

SECTION 5.09 Negative Pledge.  Neither the Borrower nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien
on any asset now owned or hereafter acquired by it, except:

(a) Liens existing on the date of this Agreement and specified in
Schedule 5.04(a) securing Debt outstanding on the date of this
Agreement in an aggregate principal amount not exceeding $1,000,000;

(b) any Lien existing on any asset of any Person at the time such
Person becomes a Consolidated Subsidiary and not created in
contemplation of such event;

(c) any Lien on any asset securing Debt incurred or assumed for the
purpose of financing all of any part of the cost of acquiring or
constructing such asset, provided that such Lien attaches to such
asset concurrently with or within eighteen (18) months after the
acquisition or completion of construction thereof;

(d) any Lien on any asset of any Person existing at the time such
Person is merged or consolidated with or into the Borrower or a
Consolidated Subsidiary and not created in contemplation of such
event;

(e) any Lien existing on any asset prior to the acquisition thereof
by the Borrower or a Consolidated Subsidiary and not created in
contemplation of such acquisition;

(f) Liens securing Debt owing by any Subsidiary to the Borrower;

(g) any Lien arising out of the refinancing, extension, renewal or
refunding of any Debt secured by any Lien permitted by any of the
foregoing clauses of this Section, provided that (i) such Debt is not
secured by any additional assets, and (ii) the amount of such Debt
secured by any such Lien is not increased;

(h) Liens incidental to the conduct of its business or the
ownership of its assets which (i) do not secure Debt and (ii) do not
in the aggregate materially detract from the value of its assets or
materially impair the use thereof in the operation of its business;

(i) any Lien on Margin Stock;

(j) Liens resulting from the sale or discount of receivables by
Starrett Industria e Comercio Ltda., so long as the aggregate amount
of such Liens shall not exceed $10,000,000; and

(k) Liens not otherwise permitted by the foregoing clauses of this
Section securing Debt (other than indebtedness represented by the
Notes) in an aggregate principal amount at any time outstanding not to
exceed ten percent (10%) of the Borrower's Consolidated Tangible Net
Worth.

provided Liens permitted by the foregoing clauses (a) through (k) (but
exclusive of (f) and (j)) shall at no time secure Debt in an aggregate
amount greater than fifteen percent (15%) of Consolidated Tangible Net
Worth.

	SECTION 5.10 Restrictive Agreements.  Neither the Borrower
nor any Consolidated Subsidiary will enter into any agreement which
restricts the ability of the Borrower or any of its Consolidated
Subsidiaries to (i) enter into amendments, modifications or waivers of
the Loan Documents, or (ii) create, incur, assume or suffer to exist any
Lien upon any of its property (other than any property encumbered by a
Permitted Lien).  Neither the Borrower nor any of its Consolidated
Subsidiaries will enter into any indenture, agreement, instrument or
other arrangement which directly or indirectly prohibits or restrains, or
has the effect of prohibiting or restraining, or imposes materially
adverse conditions upon, the ability of any of the Borrower's
Consolidated Subsidiaries to (a) pay dividends or make other
distributions on or in respect of its Capital Stock, (b) make loans or
advances to the Borrower or any of its Consolidated Subsidiaries,
(c) repay loans or advances from the Borrower or any of its Consolidated
Subsidiaries, or (d) transfer any of its properties or assets to the
Borrower or any of its Consolidated Subsidiaries; provided that any such
agreement or arrangement to which any Consolidated Subsidiary which is
the subject of a Permitted Acquisition is a party at the time of such
Permitted Acquisition may remain in effect for a period of thirty (30)
days following the consummation of such Permitted Acquisition.

SECTION 5.11 Dissolution. Neither the Borrower nor any of its
Subsidiaries shall suffer or permit dissolution or liquidation either in
whole or in part or redeem or retire any shares of its own stock or that
of any Subsidiary, except through corporate reorganization to the extent
permitted by Section 5.13 to the extent permitted by Section 5.05.

	SECTION 5.12 Consolidations, Mergers and Sales of Assets.
The Borrower shall, and shall cause each Subsidiary to, maintain its
corporate existence and carry on its business in substantially the same
manner and in substantially the same fields as such business is now
carried on and maintained, and the Borrower will not, nor will it permit
any Subsidiary to, consolidate or merge with or into, or sell, lease or
otherwise transfer all or any substantial part of its assets to, any
other Person, or discontinue or eliminate any business line or segment,
provided that (a) the Borrower may merge with another Person if (i) such
Person was organized under the laws of the United States of America or
one of its states, (ii) the Borrower is the entity surviving such merger,
and (iii) immediately after giving effect to such merger, no Default or
Event of Default shall have occurred and be continuing, and
(b) Subsidiaries of the Borrower may merge with or sell their assets to
one another or to the Borrower or as part of a Permitted Acquisition, and
(c) the foregoing limitation on the sale, lease or other transfer of
assets and on the discontinuation or elimination of a business line or
segment shall not prohibit, during any Fiscal Quarter, a transfer of
assets or the discontinuance or elimination of a business line or segment
(in a single transaction or in a series of related transactions) unless
the aggregate assets to be so transferred or utilized in a business line
or segment to be so discontinued, when combined with all other assets
transferred, and all other assets utilized in all other business lines or
segments discontinued during such Fiscal Quarter and the immediately
preceding seven (7) Fiscal Quarters, either (x) constituted more than
twenty-five percent (25%) of the Borrower's Consolidated Total Assets at
the end of the Fiscal Quarter immediately preceding the date of any
determination, or (y) contributed more than twenty-five (25%) of the
Borrower's Consolidated Gross Profits during the eight (8) Fiscal
Quarters immediately preceding such Fiscal Quarter.

SECTION 5.13 Compliance with Laws; Payment of Taxes.  The
Borrower will, and will cause each of its Subsidiaries and each member of
the Controlled Group, to comply in all material respects with applicable
laws (including but not limited to ERISA), regulations and similar
requirements of governmental authorities (including but not limited to
PBGC), except where the necessity of such compliance is being contested
in good faith through appropriate proceedings.  The Borrower will, and
will cause each of its Subsidiaries to, pay promptly when due all taxes,
assessments, governmental charges, claims for labor, supplies, rent and
other obligations which, if unpaid, might become a Lien against the
property of the Borrower or any Subsidiary, except liabilities being
contested in good faith and against which, if required by GAAP, the
Borrower shall have set up reserves in accordance with GAAP.

SECTION 5.14 Insurance.  The Borrower will maintain, and will
cause each of its Subsidiaries to maintain (either in the name of the
Borrower or in such Subsidiary's own name), with financially sound and
reputable insurance companies, insurance on all its property in at least
such amounts and against at least such risks as are usually insured
against in the same general area by companies of established repute
engaged in the same or similar business.

SECTION 5.15 Change in Fiscal Year.  The Borrower will not
change its Fiscal Year without the consent of the Required Lenders, which
consent shall not be unreasonably withheld.

SECTION 5.16 Maintenance of Property.  The Borrower shall, and
shall cause each Subsidiary to, maintain all of its properties and assets
in good condition, repair and working order, ordinary wear and tear
excepted.

SECTION 5.17 Environmental Notices.  The Borrower shall
furnish to the Lenders and the Agent prompt written notice of all
Environmental Liabilities, pending, threatened or anticipated
Environmental Proceedings, Environmental Notices, Environmental Judgments
and Orders, and Environmental Releases at, on, in, under or in any way
affecting the Properties or any adjacent property, and all facts, events,
or conditions that could lead to any of the foregoing.

SECTION 5.18 Environmental Matters.  The Borrower will not,
and will not permit any Third Party to, use, produce, manufacture,
process, treat, recycle, generate, store, dispose of, manage at, or
otherwise handle, or ship or transport to or from the Properties any
Hazardous Materials, except for Hazardous Materials, including, without
limitation, those set forth on Schedule 4.13(b), which are used,
produced, manufactured, processed, treated, recycled, generated, stored,
disposed, managed, or otherwise handled in the ordinary course of
business in material compliance with all applicable Environmental
Requirements.

SECTION 5.19 Environmental Release.  The Borrower agrees that
upon the occurrence of an Environmental Release it will act promptly to
investigate the extent of, and to take appropriate remedial action to
eliminate, such Environmental Release, whether or not ordered or
otherwise directed to do so by any Environmental Authority.

	SECTION 5.20 Similar Treatment of the Lenders.  In the event
that, at any time while this Agreement is in effect or any Note or other
obligation hereunder or under any Loan Document shall remain unpaid, the
Borrower shall issue any Debt for money borrowed, and such Debt shall be
issued pursuant to a loan agreement, credit agreement, note purchase
agreement, indenture, or other similar instrument (each, an "Other
Document"), such Other Document shall not  include any financial
covenants which are more restrictive than those provided for in this
Agreement, and the Borrower shall promptly so advise the Agent and the
Lenders.  If the Required Lenders shall so request, the Borrower, the
Agent and the Lenders shall enter into an amendment to this Agreement
providing for the incorporation into this Agreement of some or all of
such financial covenants.


ARTICLE VI

DEFAULTS

SECTION 6.01 Events of Default.  If one or more of the
following events ("Events of Default") shall have occurred and be
continuing:

(a)  the Borrower shall fail to pay when due any principal of
any Loan or shall fail to pay any interest on any Loan within
five (5) Business Days after such interest shall become due, or
shall fail to pay any fee or other amount payable hereunder within
five (5) Business Days after such fee or other amount becomes due;
or

(b)  the Borrower shall fail to observe or perform any
covenant contained in Sections 2.13, 5.02(ii), 5.03, 5.05, 5.07,
5.09 to 5.12, inclusive, or 5.20; or

(c)  the Borrower shall fail to observe or perform any
covenant or agreement contained or incorporated by reference in this
Agreement (other than those covered by clause (a) or (b) above) and
such failure shall not have been cured within thirty (30) days after
the earlier to occur of (i) written notice thereof has been given to
the Borrower by the Agent at the request of any Lender, or (ii) an
officer of the Borrower otherwise becomes aware of any such failure;
or

(d)  any representation, warranty, certification or statement
made by the Borrower in Article IV of this Agreement or in any
certificate, financial statement or other document delivered
pursuant to this Agreement shall prove to have been incorrect or
misleading in any material respect when made (or deemed made); or

(e)  the Borrower or any Subsidiary shall fail to make any
payment in respect of Debt outstanding in the aggregate principal
amount of $500,000 or greater (other than the Notes) when due or
within any applicable grace period; or

(f)  any event or condition shall occur which results in the
acceleration of the maturity of Debt outstanding of the Borrower or
any Subsidiary in the aggregate principal amount or $500,000 or
greater (including, without limitation, any "put" of such Debt to
the Borrower or any Subsidiary) or enables (or, with the giving of
notice or lapse of time or both, would enable) the holders of such
Debt or any Person acting on such holders' behalf to accelerate the
maturity thereof (including, without limitation, any "put" of such
Debt to the Borrower or any Subsidiary); or

(g)  the Borrower or any Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or
other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such
relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced
against it, or shall make a general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate (or equivalent) action to authorize
any of the foregoing; of

(h)  an involuntary case or other proceeding shall be
commenced against the Borrower or any Subsidiary seeking
liquidation, reorganization or other relief with respect to it or
its debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or
any substantial part of its property, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period
of sixty (60) days; or an order for relief shall be entered against
the Borrower or any Subsidiary under the federal bankruptcy laws as
now or hereafter in effect; or

(i)  the Borrower or any member of the Controlled Group shall
fail to pay when due any material amount which it shall have become
liable to pay to the PBGC or to a Plan under Title IV of ERISA; or
notice of intent to terminate (other than in a standard termination)
a Plan of Plans shall be filed under Title IV of ERISA, by the
Borrower, any member of the Controlled Group, any plan administrator
or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate or to cause a
trustee to be appointed to administer any such Plan or Plans or a
proceeding shall be instituted by a fiduciary of any such Plan or
Plans to enforce Section 515 of 4219(c)(5) of ERISA and such
proceeding shall not have been dismissed within thirty (30) days
thereafter; or a condition shall exist by reason of which the PBGC
would be entitled to obtain a decree adjudicating that any such Plan
or Plans must be terminated; provided, that no Default or Event of
Default shall arise under this clause (i) so long as the maximum
potential liability to the Borrower or any member of the Controlled
Group shall be not greater than $1,000,000; of

(j)  one or more judgments or orders for the payment of money
in an aggregate amount in excess of $3,000,000 shall be rendered
against the Borrower or any Subsidiary and such judgment or order
shall continue unsatisfied and unstayed for a period of thirty (30)
days; or

(k)  a federal tax lien shall be filed against the Borrower
under Section 6323 of the Code or a lien of the PBGC shall be filed
against the Borrower under Section 4068 of ERISA, or any successor
statutes,  and in either case such lien shall (i) secure an
obligation, or asserted obligation, in excess of $1,000,000 and
(ii) remain undischarged for a period of twenty-five (25) days after
the date of filing; or

(l) (i) any Person or two or more Persons acting in concert
shall have acquired beneficial ownership (within the meaning of Rule
13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of fifty percent (50%) or more of the
outstanding shares of the voting stock of the Borrower; or (ii) as
of any date, a majority of the Board of Directors of the Borrower
consists of individuals who were not either (A) directors of the
Borrower as of the corresponding date of the previous year,
(B) selected of nominated to become directors by the Board of
Directors of the Borrower of which a majority consisted of
individuals described in clause (A), or (C) selected or nominated to
become directors by the Board of Directors of the Borrower of which
a majority consisted of individuals described in clause (A) and
individuals described in clause (B).

then, and in every such event, the Agent shall (i) if requested by the
Required Lenders, by notice to the Borrower terminate the Commitments and
they shall thereupon terminate, and (ii) if requested by the Required
Lenders, by notice to the Borrower declare the Notes (together with
accrued interest thereon) to be, and the Notes shall thereupon become,
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower,
together with interest at the Default Rate accruing on the principal
amount thereof from and after the date of such Event of Default; provided
that if any Event of Default specified in Section 6.01(g) or (h) above
occurs with respect to the Borrower, without any notice to the Borrower
or any other act by the Agent or the Lenders, the Commitments shall
thereupon terminate and the Notes (together with accrued interest
thereon) shall become immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower, together with interest thereon at the Default
Rate accruing on the principal amount thereof from and after the date of
such Event of Default.  Notwithstanding the foregoing, the Agent shall
have available to it all other remedies at law or equity, and shall
exercise any one or all of them at the request of the Required Lenders.

SECTION 6.02 Notice of Default.  The Agent shall give notice
to the Borrower of any Default under Section 6.01(c) promptly upon being
requested to do so by any Lender and shall thereupon notify all the
Lenders thereof.

ARTICLE VII

THE AGENT

	SECTION 7.01 Appointment; Powers and Immunities.  Each Lender
hereby irrevocably appoints and authorizes the Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Agent by the terms hereof and thereof,
together with such other powers as are reasonably incidental thereto.
The Agent: (a) shall have no duties or responsibilities except as
expressly set forth in this Agreement and the other Loan Documents, and
shall not by reason of this Agreement or any other Loan Document be a
trustee for any Lender; (b) shall not be responsible to the Lenders for
any recitals, statements, representations or warranties contained in this
Agreement or any other Loan Document, or in any certificate or other
document referred to or provided for in, or received by any Lender under,
this Agreement or any other Loan Document, or for the validity,
effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or any other document referred to or
provided for herein or therein or for any failure by the Borrower to
perform any of its obligations hereunder or thereunder; (c) shall not be
required to initiate or conduct any litigation or collection proceedings
hereunder or under any other Loan Document except to the extent requested
by the Required Lenders, and then only on terms and conditions
satisfactory to the Agent, and (d) shall not be responsible for any
action taken or omitted to be taken by it hereunder or under any other
Loan Document or any other document or instrument referred to or provided
for herein or therein or in connection herewith or therewith, except for
its own gross negligence or wilfulwillful misconduct.  The Agent may
employ agents and attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected
by it with reasonable care.  The provisions of this Article VII are
solely for the benefit of the Agent and the Lenders, and the Borrower
shall not have any rights as a third party beneficiary of any of the
provisions hereof.  In performing its functions and duties under this
Agreement and under the other Loan Documents, the Agent shall act solely
as agent for the Lenders and does not assume and shall not be deemed to
have assumed any obligation towards or relationship or agency or trust
with or for the Borrower.  The duties of the Agent shall be ministerial
and administrative in nature, and the Agent shall not have by reason of
this Agreement or any other Loan Document a fiduciary relationship in
respect of any Lender.

SECTION 7.02 Reliance by Agent.  The Agent shall be entitled
to rely upon any certification, notice or other communication (including
any thereof by telephone, electronic communication, telefax, telegram or
cable) believed by it to be genuine and correct and to have been signed
or sent by or on behalf of the proper Person of Persons, and upon advice
and statements of legal counsel, independent accountants or other experts
selected by the Agent.  As to any matters not expressly provided for by
this Agreement or any other Loan Document, the Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and
thereunder in accordance with instructions signed by the Required
Lenders, and such instructions of the Required Lenders in any action
taken of failure to act pursuant thereto shall be binding on all of the
Lenders.

	SECTION 7.03 Defaults.  The Agent shall not be deemed to have
knowledge of the occurrence of a Default or an Event of Default (other
than the nonpayment of principal or of interest on the Loans) unless the
Agent has received notice from a Lender or the Borrower specifying such
Default or Event of Default and stating that such notice is a "Notice of
Default."  The Agent shall give each Lender prompt notice of each non-
payment of principal or of interest on the Loans whether or not it
received any notice of the occurrence of such non-payment.  The Agent
shall (subject to Section 9.06) take such action hereunder with respect
to such Default or Event of Default as shall be directed by the Required
Lenders, provided that, unless and until the Agent shall have received
such directions, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default
or Event of Default as it shall deem advisable in the best interests of
the Lenders.

SECTION 7.04 Rights of Agent as a Lender.  With respect to the
Loans made by it, the Agent, in its capacity as a Lender hereunder shall
have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not acting as the Agent, and the term
"Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Agent in its individual capacity.  The Agent may (without
having to account therefor to any Lender) accept deposits from, lend
money to and generally engage in any kind of banking, trust or other
business with the Borrower (and any of its Affiliates) as if it were not
acting as the Agent, and the Agent may accept fees and other
consideration from the Borrower (in addition to any agency fees and
arrangement fees heretofore agreed to between the Borrower and the Agent)
for services in connection with this Agreement or any other Loan Document
or otherwise without having to account for the same to the Lenders.

SECTION 7.05 Indemnification  Each Lender severally agrees to
indemnify the Agent, to the extent the Agent shall not have been
reimbursed by the Borrower, ratably in accordance with its Pro Rata Share
of the Commitment, for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses
(including, without limitation, counsel fees and disbursements) and
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by, or asserted against the Agent in any way relating to or
arising out of this Agreement or any other Loan Document or any other
documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (excluding, unless an Event
of Default has occurred and is continuing, the normal administrative
costs and expenses incident to the performance of its agency duties
hereunder) or the enforcement of any of the terms hereof or thereof or
any such other documents; provided, however that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or wilfulwillful misconduct of the Agent.  If any indemnity
furnished to the Agent for any purpose shall, in the opinion of the
Agent, be insufficient or become impaired, the Agent may call for
additional indemnity and cease, or not commence, to do the acts
indemnified against until such additional indemnity is furnished.

	SECTION 7.06 Payee of Note Treated as Owner.  The Agent may
deem and treat the payee of any Note as the owner thereof for all
purposes hereof unless and until a written notice of the assignment or
transfer thereof shall have been filed with the Agent and the provisions
of Section 9.08(c) have been satisfied.  Any requests, authority or
consent of any Person who at the time of making such request or giving
such authority or consent is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee or assignee of that Note
or of any Note or Notes issued in exchange therefor or replacement
thereof.

SECTION 7.07 Non-Reliance on Agent and Other Lenders.  Each
Lender agrees that it has, independently and without reliance on the
Agent or any other Lender, and based on such documents and information as
it has deemed appropriate, made its own credit analysis of the Borrower
and decision to enter into this Agreement and that it will, independently
and without reliance upon the Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking
action under this Agreement or any of the other Loan Documents.  The
Agent shall not be required to keep itself informed as to the performance
or observance by the Borrower of this Agreement or any of the other Loan
Documents or any other document referred to or provided for herein or
therein or to inspect the properties or books of the Borrower or any
other Person.  Except for notices, reports and other documents and
information expressly required to furnished to the Lenders by the Agent
hereunder or under the other Loan Documents, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of
the Borrower or any other Person (or any of their Affiliates) which may
come into the possession of the Agent.

SECTION 7.08 Failure to Act.  Except for action expressly
required of the Agent hereunder or under the other Loan Documents, the
Agent shall in all cases be fully justified in failing or refusing to act
hereunder and thereunder unless it shall receive further assurances to
its satisfaction by the Lenders of their indemnification obligations
under Section 7.05 against any and all liability and expense which may be
incurred by the Agent by reason of taking, continuing to take, or failing
to take any such action.

	SECTION 7.09 Resignation or Removal of Agent.  Subject to the
appointment and acceptance of a successor Agent as provided below, the
Agent may resign at any time by giving notice thereof to the Lenders and
the Borrower and the Agent may be removed at any time with or without
cause by the Required Lenders.  Upon any such resignation or removal, the
Required Lenders shall have the right to appoint a successor Agent,
which, so long as no Default of Event of Default has occurred which is
continuing, shall be reasonably satisfactory to the Borrower.  If no
successor Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the
retiring Agent's notice of resignation or the Required Lenders' removal
of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which, so long as no Default or Event
of Default has occurred which is continuing, shall be reasonably
satisfactory to the Borrower.  Any successor Agent shall be a bank which
has a combined capital and surplus of at least $500,000,000.  Upon the
acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Agent, and
the retiring Agent shall be discharged from its duties and obligations
hereunder.  After any retiring Agent's resignation or removal hereunder
as Agent, the provisions of this Article VII shall continue in effect for
its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Agent hereunder.

ARTICLE VIII

CHANGE IN CIRCUMSTANCES; COMPENSATION

SECTION 8.01 Basis for Determining Interest Rate Inadequate
or Unfair.  If on or prior to the first day of any Interest Period
applicable to a Borrowing to be made as a Libor Loan:
(a) the Agent determines that deposits in Dollars (in the
applicable amounts) are not being offered in the relevant market for
such Interest Period, or

(b) the Required Lenders advise the Agent that the London
Interbank Offered Rate, as determined by the Agent will not
adequately and fairly reflect the cost to such Lender of funding the
relevant  Libor for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and the
Lenders, whereupon until the Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the
obligations of the Lenders to make the Libor Loans specified in such
notice shall be suspended.  Unless the Borrower notifies the Agent at
least two (2) Business Days before the date of any Borrowing of such
Libor Loans for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, such Borrowing shall instead
be made as a Prime Rate Borrowing.

	SECTION 8.02 Illegality.  If, after the date hereof, the
adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof (any such agency being
referred to as an "Authority" and any such event being referred to as a
"Change of Law"), or compliance by any Lender (or its Lending Office)
with any request or directive (whether or not having the force of law) of
any Authority shall make it unlawful or impossible for any Lender (or its
Lending Office) to make, maintain or fund its Libor Loans and such Lender
shall so notify the Agent, the Agent shall forthwith give notice thereof
to the other Lenders and the Borrower, whereupon until such Lender
notifies the Borrower and the Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Lender to make
Libor Loans shall be suspended.  Before giving any notice to the Agent
pursuant to this Section, such Lender shall designate a different Lending
Office if such designation will avoid the need for giving such notice and
will not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender.  If such Lender shall determine that it may not lawfully
continue to maintain and fund any of its outstanding Libor Loans to
maturity and shall so specify in such notice, the Borrower shall
immediately prepay in full the then outstanding principal amount of each
Libor Loan of such Lender, together with accrued interest thereon.
Concurrently with prepaying each such Libor Loan, the Borrower shall
borrow a Prime Rate Loan in an equal principal amount from such Lender
(on which interest and principal shall be payable contemporaneously with
the related Libor Loans of the other Lenders), and such Lender shall make
such  Prime Rate Loan.

SECTION 8.03 Increased Cost and Reduced Return.  (a) If after
the date hereof, a Change of Law or compliance by any Lender (or its
Lending Office) with any request or directive (whether or not having the
force of law) of any Authority:

(i)  shall subject any Lender (or its Lending office) to any
tax, duty or other charge with respect to its Libor Loans, its Notes
or its obligation to make Libor Loans, or shall change the basis of
taxation of payments to any Lender (or its Lending Office) of the
principal of or interest on its Libor Loans or any other amounts due
under this Agreement in respect of its Libor Loans or its obligation
to make Libor Loans (except for changes in the rate of tax on the
overall net income of such Lender or its Lending Office imposed by
the jurisdiction in which such Lender's principal executive office
or Lending Office is located); or

(ii)  shall impose, modify or deem applicable any reserve,
special deposit or similar requirement (including, without
limitation, any such requirement imposed by the Board of Governors
of the Federal Reserve System, but excluding with respect to any
Libor Loan any such requirement included in an applicable Libor
Reserve Percentage  against assets of, deposits with or for the
account of, or credit extended by, any Lender (or its Lending
Office); or

(iii)  shall impose on any Lender (or its Lending Office) or
the London Interbank market any other condition affecting its Libor
Loans or its obligation to make Libor Loans;

and the result of any of the foregoing is to increase the cost to such
Lender (or its Lending Office) of making or maintaining any Libor Loan,
or to reduce the amount of any sum received or receivable by such Lender
(or its Lending Office) under this Agreement or under its Notes with
respect thereto, by an amount deemed by such Lender to be material, then,
within fifteen (15) days after demand by such Lender (with a copy to the
Agent), the Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender for such increased cost or
reduction.

(b)  if any Lender shall have determined that after the date
hereof the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the
interpretation or administration thereof, or compliance by any Lender (or
its Lending Office) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any Authority, has
or would have the effect of reducing the rate of return on such Lender's
capital as a consequence of its obligations hereunder to a level below
that which such Lender could have achieved but for such adoption, change
or compliance (taking into consideration such Lender's policies with
respect to capital adequacy) by an amount deemed by such Lender to be
material, then from time to time, within fifteen (15) days after demand
by such Lender, the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender for such reduction.

(c)  Each Lender will promptly notify the Borrower and the
Agent of any event of which it has knowledge, occurring after the date
hereof, which will entitle such Lender to compensation pursuant to this
Section and will designate a different Lending Office if such designation
will avoid the need for, or reduce the amount of, such compensation and
will not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender.  A certificate of any Lender claiming compensation under
this Section and setting forth the additional amount or amounts to be
paid to it hereunder shall be conclusive in the absence of manifest
error.  In determining such amount, such Lender may use any reasonable
averaging and attribution methods.

(d)  The provisions or this Section 8.03 shall be applicable
with respect to any Participant, Assignee or other Transferee, and any
calculations required by such provisions shall be made based upon the
circumstances of such Participant, Assignee or other Transferee, except
in the case of a Participant amounts payable hereunder shall not be
greater than would be the case if such Participation had not been
granted.

SECTION 8.04 Prime Rate Loans or Other Fixed Rate Loans
Substituted for Affected Libor Loans.  If (i) the obligation of any
Lender to make or maintain Libor Loans has been suspended pursuant to
Section 8.02 or (ii) any Lender has demanded compensation under
Section 8.03, and the Borrower shall, by at least five (5) Business Days'
prior notice to such Lender through the Agent, have elected that the
provisions of this Section shall apply to such Lender, then, unless and
until such Lender notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer apply:

(a)  all Loans which would otherwise be made by such Lender as
Libor Loans, as the case may be, shall be made instead as Prime Rate
Loans(in all cases interest and principal on such Loans shall be
payable contemporaneously with the related Libor Loans of the other
Lenders), and

(b)  after each of its Libor Loans has been repaid, all
payments of principal which would otherwise be applied to repay such
Libor Loans shall be applied to repay its Prime Rate Loans instead.

SECTION 8.05 Compensation.  Upon the request of any Lender,
delivered to the Borrower and the Agent, the Borrower shall pay to such
Lender such amount or amounts as shall compensate such Lender for any
loss, cost or expense (including, without limitation, any loss or expense
incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund or maintain all or any
portion of the Loans as Fixed Rate Loans, but, excluding in any event,
lost profits) incurred by such Lender as a result of:

(a)  any payment or prepayment (pursuant to Section 8.02 or
otherwise) of a Fixed Rate Loan on a date prior to the last day of an
Interest Period for such Fixed Rate Loan; or

(b)  any failure by the Borrower to prepay a Fixed Rate Loan
on the date for such prepayment specified in the relevant notice of
prepayment hereunder; or

(c)  any failure by the Borrower to borrow a Fixed Rate Loan
on the date for the Fixed Rate Borrowing of which such Fixed Rate Loan is
a part specified in the applicable Notice of Borrowing delivered pursuant
to Section 2.02;


ARTICLE IX

MISCELLANEOUS

SECTION 9.01 Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including bank
wire, telex, telecopier or similar writing) and shall be given to such
party at its address or telecopier or telex number set forth below or
such other address or telecopier or telex number as such party may
hereafter specify for the purpose by notice to each other party.  Each
such notice, request or other communication shall be effective (i) if
given by telecopier or telex, when such telecopier or telex is
transmitted to the telecopier or telex number specified in this
Section and the appropriate confirmation or answerback is received,
(ii) if given by mail, seventy-two (72) hours after such communication is
deposited in the mails with first class postage prepaid, addressed as
aforesaid, or (iii) if given by any other means, when delivered at the
address specified in this Section; provided that notices to the Agent
under Article II or Article VIII shall not be effective until received:

If to Borrower:

The L.S. Starrett Company
121 Crescent Street
Athol, MA 01331
Attn:	Roger U. Wellington, Jr., Treasurer
Telephone:	(978) 249-3551
Telecopier:	(978) 249-8495

with a copy to:

Ropes & Gray
One International Place
Boston, Massachusetts 02110
Telephone:(617) 951-7000
Telecopier:	(617) 951-7050
Attn:	Steven A. Wilcox, Esquire
Telephone: 	(617) 951-7319
Telecopier:	(617) 951-7050

If to Lender:

Fleet National Bank, as Agent
100 Federal Street
Boston, Massachusetts 02110
Attn:	Elise M. Russo, Senior Vice President
Middle Market Banking, MA DE 10007G (7th Fl.)
Telephone:	(617) 434-4451
Telecopier:	(617) 434-1279

with a copy to:

Hinckley, Allen & Snyder LLP
28 State Street
Boston, Massachusetts  02109-1775
Telephone:	(617) 345-9000
Telecopier:	(617) 345-9020
Attn:	Paula K. Andrews, Esquire  (x 4637)


SECTION 9.02 No Waivers.  No failure or delay by the Agent or
any Lender in exercising any right, power or privilege hereunder or under
any Note shall operate as a waiver thereof nor shall any single or
partial exercise thereon preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.  The rights and
remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

SECTION 9.03 Expenses; Documentary Taxes.  The Borrower shall
pay (i) all reasonable out-of-pocket expenses of the Agent, including
reasonable fees and disbursements of counsel for the Agent, in connection
with the preparation of this Agreement and the other Loan Documents, any
waiver or consent hereunder or thereunder or any amendment hereof or
thereof or any Default or Event of Default or alleged Default or Event of
Default hereunder or thereunder and (ii) if a Default or Event of Default
occurs, all reasonable out-of-pocket expenses incurred by the Agent and
any Lender, including fees and disbursements of counsel, in connection
with such Default and collection and other enforcement proceedings
resulting therefrom, including reasonable out-of-pocket expenses incurred
in enforcing this Agreement and the other Loan Documents.  The Borrower
shall indemnify the Agent and each Lender against any transfer taxes,
documentary taxes, assessments or charges made by any Authority by reason
of the execution and delivery of this Agreement or the other Loan
Documents.

SECTION 9.04 Indemnification.  The Borrower shall indemnify
the Agent, the Lenders and each affiliate thereof and their respective
directors, officers, employees and agents from, and hold each of them
harmless against, any and all losses, liabilities, claims of damages to
which any of them may become subject, insofar as such losses,
liabilities, claims of damages arise out of or result from any actual or
proposed use by the Borrower of the proceeds of any extension of credit
by any Lender hereunder or breach by the Borrower of this Agreement or
any other Loan Document or from any investigation, litigation or other
proceeding (including any threatened investigation or proceeding)
relating to the foregoing, and the Borrower shall reimburse the Agent and
each Lender, and each affiliate thereof and their respective directors,
officers, employees and agents, upon demand for any expenses (including,
without limitation, legal fees) incurred in connection with any such
investigation or proceeding, but excluding any such losses, liabilities,
claims, damages or expenses incurred by reason of the gross negligence or
wilfulwillful misconduct of any Person to be indemnified.

SECTION 9.05 Setoffs; Sharing of Setoffs.  (a) The Borrower
agrees that the Agent and each Lender shall have a lien for all
indebtedness and obligations owing to them from the Borrower upon all
deposits or deposit accounts, of any kind, or any interest in any
deposits or deposit accounts thereof, now or hereafter pledged,
mortgaged, transferred or assigned to the Agent or any such Lender or
otherwise in the possession or control of the Agent or any such Lender
for any purpose for the account or benefit of the Borrower and including
any balance of any deposit account or of any credit of the Borrower with
the Agent or any such Lender, whether now existing or hereafter
established hereby authorizing the Agent and each Lender at any time or
times with or without prior notice to apply such balances or any part
thereof to such of the indebtedness and obligations owing by the Borrower
to the Lenders and/or the Agent then past due and in such amounts as they
may elect, and whether or not the collateral, if any, or the
responsibility of other Persons primarily, secondarily or otherwise
liable may be deemed adequate.  For the purposes of this paragraph, all
remittances and property shall be deemed to be in the possession of the
Agent or any such Lender as soon as the same may be put in transit to it
by mail or carrier or by other bailee.

(b)  Each Lender agrees that if it shall, by exercising any
right of setoff or counterclaim or otherwise, receive payment of a
proportion of the aggregate amount of principal and interest owing with
respect to the Note held by it which is greater than the proportion
received by any other Lender in respect of the aggregate amount of all
principal and interest owing with respect to the Note held by such other
Lender, the Lender receiving such proportionately greater payment shall
purchase such participations in the Notes held by the other Lenders owing
to such Other Lenders, and such other adjustments shall be made, as may
be required so that all such payments of principal and interest with
respect to the Notes held by the Lenders owing to such other Lenders
shall be shared by the Lenders pro rata; provided that (i) nothing in
this Section shall impair the right of any Lender to exercise any right
of setoff or counterclaim it may have and to apply the amount subject to
such exercise to the payment of indebtedness of the Borrower other than
its indebtedness under the Notes, and (ii) if all or any portion of such
payment received by the purchasing Lender is thereafter recovered from
such purchasing Lender, such purchase from each other Lender shall be
rescinded and such other Lender shall repay to the purchasing Lender the
purchase price of such participation to the extent of such recovery
together with an amount equal to such other Lender's Pro Rata Share
(according to the proportion or (x) the amount of such other Lender's
required repayment to (y) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered.  The
Borrower agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Note, whether or
not acquired pursuant to the foregoing arrangements, may exercise rights
of setoff or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such Participation.

SECTION 9.06 Amendments and Waivers.  (a) Any provision of
this Agreement, the Notes or any other Loan Documents may be amended or
waived if, but only if, such amendment or waiver is in writing and is
signed by the Borrower and the Required Lenders (and, if the rights or
duties of the Agent are affected thereby, by the Agent); provided that,
except as provided in the next succeeding proviso, no such amendment or
waiver shall, unless signed by all Lenders, (i) increase the Commitment
of any Lender or subject any Lender to any additional obligation,
(ii) decrease the principal of or rate of interest on any Loan or any
fees hereunder, (iii) extend the date fixed for any payment of principal
of or interest on any Loan or any fees hereunder, (iv) decrease the
amount of principal, interest or fees due on any date fixed for the
payment thereof, (v) change the definition of Required Lenders
(vi) change the manner of application of any payments made under this
Agreement or the Notes, (vii) except in connection with dispositions of
assets or discontuances discontinuances of businesses permitted under
this Agreement, release or substitute all or any substantial part of the
collateral (if any) held as security for the Loans, or (viii) except in
connection with dispositions of assets or discontuances of business
permitted under this Agreement, release any Guarantee given to support
payment of the Loans.

(b)  The Borrower will not solicit, request or negotiate for
or with respect to any proposed waiver or amendment (other than
solicitations, requests and negotiations with the Agent) of any of the
provisions of this Agreement unless each Lender shall be informed thereof
by the Borrower and shall be afforded an opportunity of considering the
same and shall be supplied by the Borrower with sufficient information to
enable it to make an informed decision with respect thereto.  Executed or
true and correct copies of any waiver or consent effected pursuant to the
provisions of this Agreement shall be delivered by the Borrower to each
Lender forthwith following the date on which the same shall have been
executed and delivered by the requisite percentage of Lenders.  The
Borrower will not, directly or indirectly, pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee
or otherwise, to any Lender (in its capacity as such) as consideration
for or as an inducement to the entering into by such Lender of any waiver
or amendment of any of the terms and provisions of this Agreement unless
such remuneration is concurrently paid, on the same terms, ratably to all
such Lenders.

SECTION 9.07 No Margin Stock Collateral.  Each of the Lenders
represents to the Agent and each of the other Lenders that it in good
faith is not, directly or indirectly (by negative pledge or otherwise),
relying upon any Margin Stock as collateral in the extension or
maintenance of the credit provided for in this Agreement.

SECTION 9.08 Successors and Assigns.  (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns; provided that
the Borrower may not assign or otherwise transfer any of its rights under
this Agreement.

(b) Any Lender may at any time sell to one or more Persons
which is a bank or similar financial institution formed pursuant to the
laws of the United States, or any division thereof (each a "Participant")
participating interests in any Loan owing to such Lender, any Note held
by such Lender, any Commitment hereunder or any other interest of such
Lender hereunder.  In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under
this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the
holder of any such Note for all purposes under this Agreement, and the
Borrower and the Agent shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under
this Agreement.  In no event shall a Lender that sells a participation be
obligated to the Participant to take or refrain from taking any action
hereunder except that such Lender may agree that it will not (except as
provided below), without the consent of the Participant, agree to
(i) extend any date fixed for the payment of principal of or interest on
the related Loan or Loans, (ii) decrease the amount of any principal,
interest or fees due on any date fixed for the payment thereof with
respect to the related Loan or Loans, (iii) decrease the principal of the
related Loan or Loans, or (iv) any decrease in the rate at which either
interest is payable thereon or (if the Participant is entitled to any
part thereof) a commitment fee is payable hereunder from the rate at
which the Participant is entitled to receive interest or commitment fee
(as the case may be) in respect or such participation.  Each Lender
selling a participating interest in any Loan, Note, Commitment or other
interest under this Agreement shall, within ten (10) Business Days of
such sale, provide the Borrower and the Agent with written notification
stating that such sale has occurred and identifying the Participant and
the interest purchased by such Participant.  The Borrower agrees that
each Participant shall be entitled to the benefits of Article VIII with
respect to its participation in Loans outstanding from time to time.

(c)  Any Lender may at any time assign to one or more Lenders
or financial institutions (each an "Assignee") all, or a proportionate
part of all, of its rights and obligations under this Agreement and the
Notes, and such Assignee shall assume all such rights and obligations,
pursuant to an Assignment and Acceptance in the form attached hereto as
Exhibit 9.08(c), executed by such Assignee, such transferor Lender and
the Agent (and, in the case of an Assignee that is not then a Lender, by
the Borrower if required under clause (iii) of this Section 9.08(c));
provided that (i) no interest may be sold by a Lender pursuant to this
paragraph (c) unless the Assignee shall agree to assume ratably
equivalent portions of the transferor Lender's Commitment, (ii) the
amount of the Commitment of the assigning Lender subject to such
assignment (determined as of the effective date of the assignment) shall
be equal to $5,000,000 (of any larger multiple of, $1,000,000), and
(iii) so long as no Default or Event of Default has occurred which is
continuing, no interest may be sold by a Lender pursuant to this
paragraph (c) to any Assignee that is not then a Lender of an Affiliate
of a Lender without the consent of the Borrower, which consent shall not
be unreasonably withheld.  Upon (a) execution of the Assignment and
Acceptance by such transferor Lender, such Assignee, the Agent and (if
applicable) the Borrower, (b) delivery of an executed copy of the
Assignment and Acceptance to the Borrower and the Agent, (c) payment by
such Assignee to such transferor Lender of an amount equal to the
purchase price agreed between such transferor Lender and such Assignee,
and (d) payment of a processing and recordation fee of $3,500 to the
Agent, such Assignee shall for all purposes be a Lender party to this
Agreement and shall have all the rights and obligations of a Lender under
this Agreement to the same extent as if it were an original party hereto
with a Commitment as set forth in such instrument of assumption, and the
transferor Lender shall be released from its obligations hereunder to a
corresponding extent, and no further consent or action by the Borrower,
the Lenders or the Agent shall be required.  Upon the consummation of any
transfer to an Assignee pursuant to this Section 9.08(c), the transferor
Lender, the Agent and the Borrower shall make appropriate arrangements so
that, if required, a new Note is issued to such Assignee.

(d)  Subject to the provisions of Section 9.09, the Borrower
authorizes each Lender to disclose to any Participant, Assignee of other
transferee (each a "Transferee") and any prospective Transferee any and
all financial information in such Lender's possession concerning the
Borrower which has been delivered to such Lender by the Borrower pursuant
to this Agreement or which has been delivered to such Lender by the
Borrower in connection with such Lender's credit evaluation prior to
entering into this Agreement.

(e)  No Transferee shall be entitled to receive any greater
payment under Section 8.03 than the transferor Lender would have been
entitled to receive with respect to the rights transferred, unless such
transfer is made with the Borrower's prior written consent or by reason
of the provisions of Section 8.02 or 8.03 requiring such Lender to
designate a different Lending Office under certain circumstances or at a
time when the circumstances giving rise to such greater payment did not
exist.

(f)  Notwithstanding anything to the contrary set forth in
this Section 9.08, any Lender may at any time pledge or assign all or any
portion of its rights under this Agreement or its Note to a Federal
Reserve Bank.  No such pledge or assignment shall release the transferor
Lender from its obligations hereunder.

SECTION 9.09 Confidentiality.  Each Lender agrees to exercise
its best efforts to keep any information delivered or made available by
the Borrower to it confidential from any one other than persons employed
or retained by such Lender who are or are expected to become engaged in
evaluating, approving, structuring or administering the Loans; provided,
however that nothing herein shall prevent any Lender from disclosing such
information (i) to any other Lender, (ii) upon the order or any court of
administrative agency, (iii) upon the request of demand of any regulatory
agency or authority having jurisdiction over such Lender, (iv) which has
been publicly disclosed, (v) to the extent reasonably required in
connection with any litigation to which the Agent, any Lender or their
respective Affiliates may be a party, (vi) to the extent reasonably
required in connection with the exercise of any remedy hereunder,
(vii) to such Lender's legal counsel and independent auditors, and
(viii) to any actual or proposed Participant, Assignee of other
Transferee of all or part of its rights hereunder which has agreed in
writing to be bound by the provisions of this Section 9.09.

SECTION 9.10 Representation by Lenders.  Each Lender hereby
represents that it is a commercial lender or financial institution which
makes Loans in the ordinary course of its business and that it will make
its Loans hereunder for its own account in the ordinary course of such
business; provided, however that, subject to Section 9.08, the
disposition of the Note or Notes held by that Lender shall at all times
be within its exclusive control.

SECTION 9.11 Obligations Several.  The obligations of each
Lender hereunder are several, and no Lender shall be responsible for the
obligations or commitment of any other Lender hereunder.  Nothing
contained in this Agreement and no action taken by the Lenders pursuant
hereto shall be deemed to constitute the Lenders to be a partnership, an
association, a joint venture or any other kind entity.  The amounts
payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and
enforce its rights arising out of this Agreement or any other Loan
Document and it shall not be necessary for any other Lender to be joined
as an additional party in any proceeding for such purpose.

SECTION 9.12 Governing Law.  This Agreement and each Note
shall be construed in accordance with and governed by the laws of The
Commonwealth of Massachusetts without regard to its conflicts of law
rules.

SECTION 9.13 Interpretation.  No provision of this Agreement
or any of the other Loan Documents 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.

SECTION 9.14 WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.
THE BORROWER (A) AND EACH OF THE LENDERS AND THE AGENT IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY
OF THE OTHER LOAN DOCUMENTS, AND ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY, (B) SUBMITS TO THE NONEXCLUSIVE PERSONAL JURISDICTION
IN THE COMMONWEALTH OF MASSACHUSETTS, THE COURTS THEREOF AND THE UNITED
STATES DISTRICT COURTS SITTING THEREIN, FOR THE ENFORCEMENT OF THIS
AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS, (C) WAIVES ANY AND ALL
PERSONAL RIGHTS UNDER THE LAW OF ANY JURISDICTION TO OBJECT ON ANY BASIS
(INCLUDING, WITHOUT LIMITATION, INCONVENIENCE OF FORUM) TO JURISDICTION
OR VENUE WITHIN THE COMMONWEALTH OF MASSACHUSETTS FOR THE PURPOSE OF
LITIGATION TO ENFORCE THIS AGREEMENT, THE NOTES OR THE OTHER LOAN
DOCUMENTS, AND (D) AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN
THE MANNER PRESCRIBED IN SECTION 9.01 FOR THE GIVING OF NOTICE TO THE
BORROWER.  NOTHING HEREIN CONTAINED, HOWEVER, SHALL PREVENT THE AGENT
FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS AGAINST ANY SECURITY
AND AGAINST THE BORROWER PERSONALLY, AND AGAINST ANY ASSETS OF THE
BORROWER, WITHIN ANY OTHER STATE OR JURISDICTION.

SECTION 9.15 Counterparts.  This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed, under seal, by their respective authorized officers
as of the day and year first above written.

BORROWER:

THE L.S. STARRETT COMPANY

By: /s/ Roger U. Wellington, Jr.
Roger U. Wellington, Jr.
Title: CFO and Treasurer

AGENT:

FLEET NATIONAL BANK, AS AGENT
By: /s/ Elise M. Russo
Elise M. Russo
Senior Vice President

LENDERS:

FLEET NATIONAL BANK


</TEXT>
</DOCUMENT>
