NATIONAL SERVICE INDUSTRIES INC
EXHIBIT 10(I)A(4) CREDIT AND SECURITY AGREEMENT
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                                                                        Page 120
                                                               Exhibit 10(i)A(4)



                          CREDIT AND SECURITY AGREEMENT

                             DATED AS OF MAY 2, 2001

                                      AMONG

             NSI Funding, Inc., A DELAWARE CORPORATION, AS BORROWER,

     National Service Industries, Inc., A GEORGIA CORPORATION, AS SERVICER,

                      BLUE RIDGE ASSET FUNDING CORPORATION,

               THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO

                                       AND

                          WACHOVIA BANK, N.A., AS AGENT


                                                                        Page 121
                                                               Exhibit 10(i)A(4)




                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----


ARTICLE I. THE ADVANCES.....................................................1

Section 1.1       Credit Facility...........................................1
Section 1.2       Increases.................................................2
Section 1.3       Decreases.................................................2
Section 1.4       Deemed Collections; Borrowing Limit.......................3
Section 1.5       Payment Requirements......................................4
Section 1.6       Ratable Loans; Funding Mechanics; Liquidity Fundings......4

ARTICLE II. PAYMENTS AND COLLECTIONS........................................5

Section 2.1       Payments..................................................5
Section 2.2       Collections Prior to Amortization; Repayment of Certain
                  Demand Advances...........................................5
Section 2.3       Repayment of Demand Advances on the Amortization Date;
                  Collections Following Amortization........................6
Section 2.4       Payment Recission.........................................7

ARTICLE III. BLUE RIDGE FUNDING.............................................7

Section 3.1       CP Costs..................................................7
Section 3.2       Calculation of CP Costs...................................7
Section 3.3       CP Costs Payments.........................................7
Section 3.4       Default Rate..............................................7

ARTICLE IV. LIQUIDITY BANK FUNDING..........................................7

Section 4.1       Liquidity Bank Funding....................................7
Section 4.2       Interest Payments.........................................8
Section 4.3       Selection and Continuation of Interest Periods............8
Section 4.4       Liquidity Bank Interest Rates.............................8
Section 4.5       Suspension of the LIBO Rate...............................8
Section 4.6       Default Rate..............................................9

ARTICLE V. REPRESENTATIONS AND WARRANTIES...................................9

Section 5.1       Representations and Warranties of the Loan Parties........9
Section 5.2       Liquidity Bank Representations and Warranties............12

ARTICLE VI. CONDITIONS OF ADVANCES.........................................13

Section 6.1       Conditions Precedent to Initial Advance..................13
Section 6.2       Conditions Precedent to All Advances.....................13

ARTICLE VII. COVENANTS.....................................................14

Section 7.1       Affirmative Covenants of the Loan Parties................14
Section 7.2       Negative Covenants of the Loan Parties...................23

ARTICLE VIII. ADMINISTRATION AND COLLECTION................................24

Section 8.1       Designation of Servicer..................................24
Section 8.2       Duties of Servicer.......................................25
Section 8.3       Collection Notices.......................................27
Section 8.4       Responsibilities of Borrower.............................27
Section 8.5       Monthly Reports..........................................27
Section 8.6       Servicing Fee............................................27

                                                                        Page 122
                                                               Exhibit 10(i)A(4)


ARTICLE IX. AMORTIZATION EVENTS............................................27

Section 9.1       Amortization Events......................................27
Section 9.2       Remedies.................................................29

ARTICLE X. INDEMNIFICATION.................................................30

Section 10.1      Indemnities by the Loan Parties..........................30
Section 10.2      Increased Cost and Reduced Return........................32
Section 10.3      Other Costs and Expenses.................................33
Section 10.4      Allocations..............................................34

ARTICLE XI. THE AGENT......................................................34

Section 11.1      Authorization and Action.................................34
Section 11.2      Delegation of Duties.....................................35
Section 11.3      Exculpatory Provisions...................................35
Section 11.4      Reliance by Agent........................................35
Section 11.5      Non-Reliance on Agent and Other Lenders..................36
Section 11.6      Reimbursement and Indemnification........................36
Section 11.7      Agent in its Individual Capacity.........................36
Section 11.8      Successor Agent..........................................36

ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS...................................37

Section 12.1      Assignments..............................................37
Section 12.2      Participations...........................................38

ARTICLE XIII. SECURITY INTEREST............................................38

Section 13.1      Grant of Security Interest...............................38
Section 13.2      Termination after Final Payout Date......................38

ARTICLE XIV. MISCELLANEOUS.................................................39

Section 14.1      Waivers and Amendments...................................39
Section 14.2      Notices..................................................40
Section 14.3      Ratable Payments.........................................40
Section 14.4      Protection of Agent's Security Interest..................40
Section 14.5      Confidentiality..........................................41
Section 14.6      Bankruptcy Petition......................................42
Section 14.7      Limitation of Liability..................................42
Section 14.8      CHOICE OF LAW............................................42
Section 14.9      CONSENT TO JURISDICTION..................................42
Section 14.10     WAIVER OF JURY TRIAL.....................................43
Section 14.11     Integration; Binding Effect; Survival of Terms...........43
Section 14.12     Counterparts; Severability; Section References...........43
Section 14.13     Wachovia Roles...........................................44
Section 14.14     Interest.................................................44
Section 14.15     Source of Funds -- ERISA.................................45



                                                                        Page 123
                                                               Exhibit 10(i)A(4)



                             EXHIBITS AND SCHEDULES

Exhibit I         Definitions

Exhibit II        Form of Borrowing Notice

Exhibit III       Places of Business of the Loan Parties; Locations of Records;
                  Federal Employer Identification Number(s)

Exhibit IV        Names of Collection Banks; Collection Accounts

Exhibit V         Form of Compliance Certificate

Exhibit VI        Form of Collection Account Agreement

Exhibit VII       Form of Assignment Agreement

Exhibit VIII      Form of Monthly Report

Exhibit IX        Form of Performance Undertaking


Schedule A        Commitments

Schedule B        Closing Documents



                                                                        Page 124
                                                               Exhibit 10(i)A(4)


                          CREDIT AND SECURITY AGREEMENT

     This Credit and Security Agreement, dated as of May 2, 2001 is entered into
by and among:

          (a) NSI Funding, Inc., a Delaware corporation ("Borrower"),

          (b) National Service  Industries,  Inc., a Georgia  corporation  ("NSI
     Georgia"),  as initial Servicer (the Servicer  together with Borrower,  the
     "Loan Parties" and each, a "Loan Party"),

          (c) The entities listed on Schedule A to this Agreement (together with
     any of their respective  successors and assigns  hereunder,  the "Liquidity
     Banks"),

          (d) Blue Ridge  Asset  Funding  Corporation,  a  Delaware  corporation
     ("Blue Ridge"), and

          (e) Wachovia  Bank,  N.A.,  as agent for the Lenders  hereunder or any
     successor  agent  hereunder  (together  with  its  successors  and  assigns
     hereunder, the "Agent").

Unless defined elsewhere herein,  capitalized terms used in this Agreement shall
have the meanings assigned to such terms in Exhibit I.

                             PRELIMINARY STATEMENTS

     Borrower desires to borrow from the Lenders from time to time.

     Blue Ridge may,  in its  absolute  and sole  discretion,  make  Advances to
Borrower from time to time.

     In the event that Blue Ridge  declines to make any Advance,  the  Liquidity
Banks shall, at the request of Borrower, make Advances from time to time.

     Wachovia  Bank,  N.A. has been  requested and is willing to act as Agent on
behalf  of Blue  Ridge  and the  Liquidity  Banks in  accordance  with the terms
hereof.

                                   ARTICLE I.
                                  THE ADVANCES

     Section 1.1 Credit Facility.

     (a) Upon the terms and subject to the conditions hereof,  from time to time
prior to the Facility Termination Date:

               (i)  Borrower  may,  at its  option,  request  Advances  from the
          Lenders in an aggregate  principal  amount at any one time outstanding

                                                                        Page 125
                                                               Exhibit 10(i)A(4)

          not to exceed the lesser of the Aggregate Commitment and the Borrowing
          Base (such lesser amount, the "Borrowing Limit"); and

               (ii) Blue Ridge may, at its option,  make the requested  Advance,
          or if  Blue  Ridge  shall  decline  to make  any  Advance,  except  as
          otherwise provided in Section 1.2, the Liquidity Banks severally agree
          to make Loans in an aggregate  principal amount equal to the requested
          Advance.

Each of the  Advances,  and all  other  Obligations,  shall  be  secured  by the
Collateral  as provided in Article  XIII. It is the intent of Blue Ridge to fund
all Advances by the issuance of Commercial Paper.

     (b)  Borrower  may,  upon at least 5  Business  Days'  notice to the Agent,
terminate in whole or reduce in part,  ratably  among the Liquidity  Banks,  the
unused portion of the Aggregate Commitment; provided that each partial reduction
of the  Aggregate  Commitment  shall be in an amount equal to  $5,000,000  (or a
larger  integral  multiple of $1,000,000 if in excess  thereof) and shall reduce
the  Commitments  of the  Liquidity  Banks  ratably  in  accordance  with  their
respective Pro Rata Shares.

     Section 1.2  Increases.  Borrower shall provide the Agent with at least two
(2) Business Days' prior notice in a form set forth as Exhibit II hereto of each
Advance (each, a "Borrowing Notice").  Each Borrowing Notice shall be subject to
Section 6.2 hereof and,  except as set forth  below,  shall be  irrevocable  and
shall specify the requested increase in Aggregate  Principal (which shall not be
less  than  $1,000,000  or a  larger  integral  multiple  of  $100,000)  and the
Borrowing  Date  (which,  in the case of any Advance  after the initial  Advance
hereunder, shall only be on a Settlement Date) and, in the case of an Advance to
be funded by the  Liquidity  Banks,  the  requested  Interest  Rate and Interest
Period.  Following  receipt of a  Borrowing  Notice,  the Agent  will  determine
whether Blue Ridge agrees to make the requested Advance.  If Blue Ridge declines
to make a proposed Advance,  Borrower may cancel the Borrowing Notice or, in the
absence of such a cancellation, the Advance will be made by the Liquidity Banks.
On the date of each Advance,  upon  satisfaction  of the  applicable  conditions
precedent  set forth in  Article  VI,  Blue  Ridge or the  Liquidity  Banks,  as
applicable,  shall deposit to the Facility  Account,  in  immediately  available
funds,  no later than 2:00 p.m.  (New York time),  an amount equal to (i) in the
case of Blue Ridge, the principal amount of the requested Advance or (ii) in the
case of a Liquidity Bank, such Liquidity  Bank's Pro Rata Share of the principal
amount of the requested Advance.

     Section 1.3  Decreases.  Except as provided in Section 1.4,  Borrower shall
provide the Agent with prior  written  notice in  conformity  with the  Required
Notice  Period (a  "Reduction  Notice") of any  proposed  reduction of Aggregate
Principal.  Such  Reduction  Notice shall  designate (i) the date (the "Proposed
Reduction  Date") upon which any such  reduction  of Aggregate  Principal  shall
occur (which date shall give effect to the applicable  Required  Notice Period),
and (ii) the amount of Aggregate  Principal to be reduced which shall be applied
ratably to the Loans of Blue Ridge and the Liquidity  Banks in  accordance  with
the amount of principal (if any) owing to Blue Ridge,  on the one hand,  and the
amount of principal (if any) owing to the  Liquidity  Banks  (ratably,  based on

                                                                        Page 126
                                                               Exhibit 10(i)A(4)

their   respective  Pro  Rata  Shares),   on  the  other  hand  (the  "Aggregate
Reduction"). Only one (1) Reduction Notice shall be outstanding at any time.

     Section 1.4 Deemed Collections; Borrowing Limit.

          (a) If on any day:

               (i) the  Outstanding  Balance of any  Receivable  is reduced as a
          result  of any  defective  or  rejected  goods or  services,  any cash
          discount or any other  adjustment  by any  Originator or any Affiliate
          thereof,  or as a  result  of any  tariff  or  other  governmental  or
          regulatory action, or

               (ii) the  Outstanding  Balance  of any  Receivable  is reduced or
          canceled  as a  result  of a setoff  in  respect  of any  claim by the
          Obligor  thereof  (whether  such  claim  arises  out of the  same or a
          related or an unrelated transaction), or

               (iii) the  Outstanding  Balance of any  Receivable  is reduced on
          account of the obligation of any  Originator or any Affiliate  thereof
          to pay to the related Obligor any rebate or refund, or

               (iv) the  Outstanding  Balance of any Receivable is less than the
          amount  included in  calculating  the Net Pool Balance for purposes of
          any Monthly Report (for any reason other than such Receivable becoming
          a Defaulted Receivable), or

               (v) any of the  representations  or  warranties  of Borrower  set
          forth in Section 5.1(i),  (j), (q), (r), (s) or (t) were not true when
          made with respect to any Receivable,

then,  on such day,  Borrower  shall be deemed to have  received a Collection of
such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such
reduction  or  cancellation  or the  difference  between the actual  Outstanding
Balance  and the  amount  included  in  calculating  such Net Pool  Balance,  as
applicable;  and (B) in the case of  clause  (v)  above,  in the  amount  of the
Outstanding  Balance of such Receivable  and,  effective as of the date on which
the next  succeeding  Monthly Report is required to be delivered,  the Borrowing
Base shall be reduced by the amount of such Deemed Collection.

          (b)  Borrower  shall  ensure that the  Aggregate  Principal at no time
     exceeds the Borrowing Limit. If at any time the Aggregate Principal exceeds
     the  Borrowing  Limit,  Borrower  shall pay to the Agent not later than the
     next  succeeding  Settlement  Date an amount to be  applied  to reduce  the
     Aggregate  Principal  (as  allocated by the Agent),  such that after giving
     effect to such payment the Aggregate Principal is less than or equal to the
     Borrowing Limit.

                                                                        Page 127
                                                               Exhibit 10(i)A(4)


     Section 1.5 Payment  Requirements.  All amounts to be paid or  deposited by
any Loan Party  pursuant to any  provision  of this  Agreement  shall be paid or
deposited in accordance with the terms hereof no later than 12:00 noon (New York
time) on the day when due in immediately  available  funds,  and if not received
before  12:00 noon (New York time)  shall be deemed to be  received  on the next
succeeding  Business  Day. If such amounts are payable to a Lender they shall be
paid to the Agent's  Account,  for the account of such Lender,  until  otherwise
notified by the Agent. Upon notice to Borrower, the Agent may debit the Facility
Account for all amounts due and payable hereunder. All computations of CP Costs,
Interest,  per annum  fees  calculated  as part of any CP Costs,  per annum fees
hereunder  and per annum fees under the Fee Letter shall be made on the basis of
a year of 360  days  for  the  actual  number  of days  elapsed.  If any  amount
hereunder  shall be payable on a day which is not a Business  Day,  such  amount
shall be payable on the next succeeding Business Day.

     Section 1.6 Ratable Loans; Funding Mechanics; Liquidity Fundings.

          (a) Each Advance  hereunder shall consist of one or more Loans made by
     Blue Ridge and/or the Liquidity Banks.

          (b) Each Lender  funding any Loan shall wire  transfer  the  principal
     amount of its Loan to the Agent in  immediately  available  funds not later
     than 12:00 noon (New York City time) on the applicable  Borrowing Date and,
     subject to its receipt of such Loan proceeds, the Agent shall wire transfer
     such funds to the account  specified by Borrower in its  Borrowing  Request
     not later than 2:00 p.m. (New York City time) on such Borrowing Date.

          (c)  While  it is the  intent  of Blue  Ridge to fund  each  requested
     Advance  through  the  issuance  of  its  Commercial   Paper,  the  parties
     acknowledge that if Blue Ridge is unable,  or determines in good faith that
     it is undesirable,  to issue Commercial Paper to fund all or any portion of
     its Loans,  or is unable to repay such  Commercial  Paper upon the maturity
     thereof,  Blue  Ridge  may  put  all or any  portion  of its  Loans  to the
     Liquidity Banks at any time pursuant to the Liquidity  Agreement to finance
     or refinance the necessary portion of its Loans through a Liquidity Funding
     to the extent available.  The Liquidity Fundings may be Alternate Base Rate
     Loans or LIBO Rate Loans, or a combination thereof, selected by Borrower in
     accordance  with  Article IV.  Regardless  of whether a  Liquidity  Funding
     constitutes  the direct  funding of a Loan, an assignment of a Loan made by
     Blue Ridge or the sale of one or more participations in a Loan made by Blue
     Ridge, each Liquidity Bank  participating in a Liquidity Funding shall have
     the rights of a "Lender"  hereunder with the same force and effect as if it
     had  directly  made a Loan  to  Borrower  in the  amount  of its  Liquidity
     Funding.

          (d) Nothing herein shall be deemed to commit Blue Ridge to make Loans.

                                                                        Page 128
                                                               Exhibit 10(i)A(4)


                                  ARTICLE II.
                            PAYMENTS AND COLLECTIONS

     Section 2.1 Payments. Borrower hereby promises to pay:

          (a) the Aggregate Principal on and after the Facility Termination Date
     as and when Collections are received;

          (b) the  fees set  forth  in the Fee  Letter  on the  dates  specified
     therein;

          (c) all accrued and unpaid  Interest on the Alternate  Base Rate Loans
     on each Settlement Date applicable thereto;

          (d) all accrued and unpaid Interest on the LIBO Rate Loans on the last
     day of each Interest Period applicable thereto;

          (e) all  accrued  and  unpaid  CP Costs  on the CP Rate  Loans on each
     Settlement Date; and

          (f) all Broken Funding Costs and Indemnified Amounts upon demand.

     Section 2.2 Collections Prior to Amortization;  Repayment of Certain Demand
Advances.  Without  limiting  recourse to  Borrower  for the  Obligations  under
Section 2.1:

          (a) On each  Settlement  Date  prior  to the  Amortization  Date,  the
     Servicer  shall deposit to the Agent's  Account,  for  distribution  to the
     Lenders,  a portion of the Collections  received by it during the preceding
     Settlement  Period (after  deduction of its Servicing Fee) equal to the sum
     of the following  amounts for  application to the  Obligations in the order
     specified:

          first,  ratably  to the  payment of all  accrued  and unpaid CP Costs,
     Interest and Broken Funding Costs (if any) that are then due and owing,

          second,  ratably to the  payment of all  accrued and unpaid fees under
     the Fee Letter (if any) that are then due and owing,

          third, if required under Section 1.3 or 1.4, to the ratable  reduction
     of Aggregate Principal,

          fourth,  for the ratable payment of all other unpaid  Obligations,  if
     any, that are then due and owing, and

          fifth,  the balance,  if any, to Borrower or  otherwise in  accordance
     with Borrower's instructions.

Collections  applied  to the  payment of  Obligations  shall be  distributed  in
accordance with the aforementioned provisions, and, giving effect to each of the

                                                                        Page 129
                                                               Exhibit 10(i)A(4)

priorities  set forth  above in this  Section  2.2(a),  shall be shared  ratably
(within each  priority)  among the Agent and the Lenders in accordance  with the
amount  of such  Obligations  owing  to each of  them in  respect  of each  such
priority.

          (b) If the Collections  are  insufficient to pay the Servicing Fee and
     the Obligations specified above on any Settlement Date, Borrower shall make
     demand upon NSI Georgia for repayment of any outstanding Demand Advances in
     an aggregate amount equal to the lesser of (i) the amount of such shortfall
     in Collections, and (ii) the aggregate outstanding principal balance of the
     Demand Advances, together with all accrued and unpaid interest thereon, and
     NSI Georgia hereby agrees to pay such amount to the Agent's Account on such
     Settlement Date.

     Section  2.3  Repayment  of  Demand  Advances  on  the  Amortization  Date;
Collections Following Amortization.

          (a) On the  Amortization  Date, NSI Georgia hereby agrees to repay the
     aggregate  outstanding  principal balance of all Demand Advances,  together
     with all  accrued and unpaid  interest  thereon,  to the  Agent's  Account,
     without  demand or notice of any kind,  all of which are  hereby  expressly
     waived by NSI Georgia.

          (b) Without  limiting  recourse to Borrower for the Obligations  under
     Section  2.1,  on the  Amortization  Date and on each day  thereafter,  the
     Servicer shall set aside and hold in trust,  for the Secured  Parties,  all
     Collections  received on such day. On and after the Amortization  Date, the
     Servicer  shall,  on each  Settlement  Date and on each other  Business Day
     specified by the Agent (after deduction of any accrued and unpaid Servicing
     Fee as of such  date):  (i) remit to the  Agent's  Account  the amounts set
     aside pursuant to the preceding two sentences,  and (ii) apply such amounts
     to reduce the Obligations as follows:

          first, to the reimbursement of the Agent's actual and reasonable costs
     of collection and enforcement of this Agreement,

          second,  ratably to the  payment of all  accrued  and unpaid CP Costs,
     Interest and Broken Funding Costs,

          third, ratably to the payment of all accrued and unpaid fees under the
     Fee Letter,

          fourth, to the ratable reduction of Aggregate Principal,

          fifth, for the ratable payment of all other unpaid Obligations, and

          sixth,  after the Obligations have been indefeasibly  reduced to zero,
     to Borrower.

Collections  applied  to the  payment of  Obligations  shall be  distributed  in
accordance with the aforementioned provisions, and, giving effect to each of the
priorities  set forth  above in this  Section  2.3(b),  shall be shared  ratably
(within each  priority)  among the Agent and the Lenders in accordance  with the
amount  of such  Obligations  owing  to each of  them in  respect  of each  such
priority.

                                                                        Page 130
                                                               Exhibit 10(i)A(4)


     Section 2.4 Payment  Recission.  No payment of any of the Obligations shall
be considered paid or applied  hereunder to the extent that, at any time, all or
any portion of such payment or application is rescinded by application of law or
judicial  authority,  or must  otherwise be returned or refunded for any reason.
Borrower shall remain  obligated for the amount of any payment or application so
rescinded,  returned  or  refunded,  and shall  promptly  pay to the Agent  (for
application  to the Person or Persons who  suffered  such  recission,  return or
refund) the full  amount  thereof,  plus  Interest on such amount at the Default
Rate from the date of any such recission, return or refunding.

                                  ARTICLE III.
                               BLUE RIDGE FUNDING

     Section  3.1 CP Costs.  Borrower  shall pay CP Costs  with  respect  to the
principal balance of Blue Ridge's Loans from time to time outstanding. Each Loan
of Blue Ridge that is funded  substantially  with Pooled  Commercial  Paper will
accrue CP Costs each day on a pro rata basis,  based upon the  percentage  share
that the principal in respect of such Loan  represents in relation to all assets
held by Blue Ridge and  funded  substantially  with  related  Pooled  Commercial
Paper.

     Section 3.2  Calculation  of CP Costs.  Not later than the 3rd Business Day
immediately  preceding each Monthly  Reporting  Date, Blue Ridge shall calculate
the  aggregate  amount  of CP  Costs  applicable  to its CP Rate  Loans  for the
Calculation  Period then most recently  ended and shall notify  Borrower of such
aggregate amount.

     Section 3.3 CP Costs Payments.  On each Settlement Date, Borrower shall pay
to the Agent (for the benefit of Blue Ridge) an  aggregate  amount  equal to all
accrued and unpaid CP Costs in respect of the principal  associated  with all CP
Rate Loans for the  Calculation  Period then most  recently  ended in accordance
with Article II.

     Section  3.4 Default  Rate.  From and after the  occurrence  and during the
continuation  of an  Amortization  Event,  all Loans of Blue Ridge shall  accrue
Interest at the Default Rate and shall cease to be CP Rate Loans.

                                  ARTICLE IV.
                             LIQUIDITY BANK FUNDING

     Section  4.1  Liquidity  Bank  Funding.  Prior  to  the  occurrence  of  an
Amortization Event, the outstanding  principal balance of each Liquidity Funding
shall accrue interest for each day during its Interest Period at either the LIBO
Rate or the  Alternate  Base Rate in  accordance  with the terms and  conditions
hereof.  Until  Borrower  gives notice to the Agent of another  Interest Rate in
accordance with Section 4.4, the initial  Interest Rate for any Loan transferred
to the Liquidity  Banks by Blue Ridge pursuant to the Liquidity  Agreement shall
be the Alternate Base Rate (unless the Default Rate is then applicable).  If the
Liquidity  Banks acquire by assignment  from Blue Ridge any Loan pursuant to the

                                                                        Page 131
                                                               Exhibit 10(i)A(4)

Liquidity  Agreement,  each  Loan so  assigned  shall  each be deemed to have an
Interest Period commencing on the date of any such assignment.

     Section 4.2 Interest  Payments.  On the Settlement  Date for each Liquidity
Funding,  Borrower  shall pay to the Agent  (for the  benefit  of the  Liquidity
Banks) an  aggregate  amount  equal to the accrued and unpaid  Interest  for the
entire Interest Period of each such Liquidity Funding in accordance with Article
II.

     Section 4.3 Selection and Continuation of Interest Periods.

          (a) With consultation from (and approval by) the Agent (which approval
     shall not be unreasonably withheld or delayed), Borrower shall from time to
     time request Interest Periods for the Liquidity Fundings,  provided that if
     at any time any Liquidity  Funding is  outstanding,  Borrower  shall always
     request  Interest  Periods such that at least one Interest Period shall end
     on the date specified in clause (A) of the definition of Settlement Date.

          (b)  Borrower  or the Agent,  upon  notice to and consent by the other
     received at least three (3)  Business  Days prior to the end of an Interest
     Period  (the  "Terminating   Tranche")  for  any  Liquidity  Funding,  may,
     effective on the last day of the Terminating  Tranche:  (i) divide any such
     Liquidity Funding into multiple Liquidity  Fundings,  (ii) combine any such
     Liquidity  Funding with one or more other  Liquidity  Fundings  that have a
     Terminating  Tranche ending on the same day as such Terminating  Tranche or
     (iii) combine any such Liquidity Funding with a new Liquidity Funding to be
     made by the Liquidity Banks on the day such Terminating Tranche ends.

     Section 4.4  Liquidity  Bank Interest  Rates.  Borrower may select the LIBO
Rate or the Alternate  Base Rate for each Liquidity  Funding.  Borrower shall by
12:00 noon (New York time):  (i) at least three (3)  Business  Days prior to the
expiration  of any  Terminating  Tranche  with respect to which the LIBO Rate is
being  requested as a new  Interest  Rate and (ii) at least one (1) Business Day
prior to the  expiration  of any  Terminating  Tranche with respect to which the
Alternate Base Rate is being  requested as a new Interest  Rate,  give the Agent
irrevocable notice of the new Interest Rate for the Liquidity Funding associated
with such  Terminating  Tranche.  Until  Borrower  gives  notice to the Agent of
another Interest Rate, the initial Interest Rate for any Loan transferred to the
Liquidity Banks pursuant to the Liquidity  Agreement shall be the Alternate Base
Rate (unless the Default Rate is then applicable).

     Section 4.5 Suspension of the LIBO Rate

          (a) If any Liquidity  Bank  notifies the Agent that it has  reasonably
     determined  that funding its Pro Rata Share of the Liquidity  Fundings at a
     LIBO Rate would violate any applicable law, rule, regulation,  or directive
     of any  governmental  or  regulatory  authority,  whether or not having the
     force of law, or that (i)  deposits of a type and maturity  appropriate  to
     match fund its  Liquidity  Funding at such LIBO Rate are not  available  or
     (ii) such LIBO Rate does not  accurately  reflect the cost of  acquiring or
     maintaining  a  Liquidity  Funding at such LIBO Rate,  then the Agent shall
     suspend the  availability of such LIBO Rate and require  Borrower to select
     the Alternate Base Rate for any Liquidity Funding accruing Interest at such
     LIBO Rate.

                                                                        Page 132
                                                               Exhibit 10(i)A(4)


          (b) If less than all of the Liquidity Banks give a notice to the Agent
     pursuant to Section  4.5(a),  each  Liquidity Bank which gave such a notice
     shall be obliged,  at the request of Borrower,  Blue Ridge or the Agent, to
     assign all of its rights and obligations hereunder to (i) another Liquidity
     Bank or (ii) another funding entity nominated by Borrower or the Agent that
     is an Eligible  Assignee  willing to participate in this Agreement  through
     the Liquidity  Termination  Date in the place of such  notifying  Liquidity
     Bank;  provided that (i) the notifying  Liquidity Bank receives  payment in
     full, pursuant to an Assignment  Agreement,  of all Obligations owing to it
     (whether due or accrued), and (ii) the replacement Liquidity Bank otherwise
     satisfies the requirements of Section 12.1(b).


     Section  4.6 Default  Rate.  From and after the  occurrence  and during the
continuation  of an  Amortization  Event,  all Liquidity  Fundings  shall accrue
Interest at the Default Rate.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

     Section 5.1 Representations  and Warranties of the Loan Parties.  Each Loan
Party hereby represents and warrants to the Agent and the Lenders, as to itself,
as of the date hereof and except for such representations or warranties that are
limited to a certain  date or period,  as of the date of each  Advance and as of
each Settlement Date that:

          (a)  Existence  and  Power.  Such  Loan  Party is a  corporation  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     state  indicated in the preamble to this  Agreement,  is duly  qualified to
     transact  business  in  every  jurisdiction  where,  by the  nature  of its
     business, such qualification is necessary, and where the failure to qualify
     would have or could  reasonably  be  expected  to cause a Material  Adverse
     Effect,  and  has  all  corporate  powers  and  all  material  governmental
     licenses,  authorizations,  consents and approvals required to carry on its
     business as now conducted.

          (b) Power and Authority;  Due  Authorization,  Execution and Delivery.
     The  execution,  delivery  and  performance  by  such  Loan  Party  of  the
     Transaction  Documents  to which it is a party  (i) are  within  such  Loan
     Party'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 default  under,  any provision of applicable law or regulation
     or of the certificate of  incorporation or by-laws of such Loan Party or of
     any agreement,  judgment,  injunction,  order,  decree or other  instrument
     binding  upon such Loan  Party or any of its  Subsidiaries,  and (v) do not
     result in the creation or  imposition  of any Adverse Claim on any asset of
     such Loan Party  (except as created  hereunder).  This  Agreement  and each
     other  Transaction  Document  to which  such Loan Party is a party has been
     duly executed and delivered by such Loan Party.

          (c)  No  Bulk  Sale.  No  transaction   contemplated  hereby  requires
     compliance with any bulk sales act or similar law.

                                                                        Page 133
                                                               Exhibit 10(i)A(4)


          (d) Governmental Authorization. Other than the filing of the financing
     statements required hereunder, no authorization or approval or other action
     by,  and no  notice  to or  filing  with,  any  governmental  authority  or
     regulatory body is required for the due execution and delivery by such Loan
     Party of this Agreement and each other Transaction  Document to which it is
     a party and the performance of its obligations hereunder and thereunder.

          (e) Actions, Suits. There is no action, suit or proceeding pending, or
     to the knowledge of such Loan Party overtly threatened in writing,  against
     or affecting such Loan Party or any of its Subsidiaries before any court or
     arbitrator or any governmental body, agency or official which has had or is
     likely to have a Material Adverse Effect.

          (f) Binding Effect. This Agreement  constitutes and, when executed and
     delivered  in  accordance  with  this  Agreement,  each  other  Transaction
     Document  to which such Loan Party is a party,  will  constitute  valid and
     binding obligations of such Loan Party 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 and by general equitable principles.

          (g) Accuracy of Information.  All information  heretofore furnished by
     such Loan Party to the Agent or any of the  Lenders  for  purposes of or in
     connection with this Agreement or any transaction  contemplated  hereby is,
     and all such  information  hereafter  furnished  by such Loan  Party to the
     Agent or any of the Lenders  will be, true and  accurate in every  material
     respect  or  based on  reasonable  estimates  on the date as of which  such
     information  is stated or  certified.  Such Loan Party has disclosed to the
     Agent in writing any and all facts known to its  Executive  Officers  which
     would have or  reasonably  would be  expected  to cause a Material  Adverse
     Effect.

          (h) Use of Proceeds. Borrower is not 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 Advance will be used to
     purchase  or  carry  any  Margin  Stock  (except  to the  extent  expressly
     permitted  under the proviso to Section  7.1(i)(L))  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 T, U or X.

          (i) Good Title.  Borrower (i) is the legal and beneficial owner of the
     Receivables  and (ii) is the  legal  and  beneficial  owner of the  Related
     Security with respect  thereto or possesses a valid and perfected  security
     interest therein, in each case, free and clear of any Adverse Claim, except
     for  Permitted  Encumbrances.  There  have  been duly  filed all  financing
     statements or other similar  instruments or documents  necessary  under the
     UCC (or any comparable  law) of all  appropriate  jurisdictions  to perfect
     Borrower's  ownership interest in each Receivable,  its Collections and the
     Related Security and the Agent's security interest therein.

          (j)  Perfection.  This  Agreement,  together  with the  filing  of the
     financing  statements  contemplated hereby, is effective to create in favor
     of the  Agent,  for the  benefit  of the  Lenders,  a valid  and  perfected
     security interest in all of Borrower's right,  title and interest in and to

                                                                        Page 134
                                                               Exhibit 10(i)A(4)

     each  Receivable   existing  and  hereafter  arising,   together  with  all
     Collections and Related Security with respect  thereto,  in each case, free
     and clear of any Adverse Claim, except for Permitted Encumbrances.

          (k) Places of Business and Locations of Records.  The principal places
     of business and chief  executive  office of each Loan Party and the offices
     where it keeps all of its Records are located at the address(es)  listed on
     Exhibit III or such other locations of which the Agent has been notified in
     accordance with Section 7.2(a) in  jurisdictions  where all action required
     by Section 7.2(a) has been taken and completed. Borrower's Federal Employer
     Identification Number is correctly set forth on Exhibit III.

          (l) Collections.  The conditions and requirements set forth in Section
     7.1(j) have at all times been satisfied and duly  performed.  The names and
     addresses of all Collection Banks, together with the account numbers of the
     Collection  Accounts at each Collection Bank and the post office box number
     of each  Lock-Box,  are listed on Exhibit IV.  Borrower has not granted any
     Person,  other than the Agent under  Section 8.3 hereof and the  Collection
     Account  Agreements  dominion  and control of any  Lock-Box  or  Collection
     Account,  or the right to take dominion and control of any such Lock-Box or
     Collection  Account  at a future  time or upon the  occurrence  of a future
     event.

          (m) Material  Adverse  Effect.  During the period from August 31, 2000
     through  the  Initial  Cut-Off  Date,  in the good  faith  judgment  of the
     Executive Officers,  no event has occurred that has had or could reasonably
     be expected to have a Material Adverse Effect.

          (n) Names.  The name in which  Borrower has executed this Agreement is
     identical to the name of Borrower as indicated on the public  record of its
     state of organization  which shows Borrower to have been organized.  In the
     past five (5) years, Borrower has not used any corporate names, trade names
     or  assumed  names  other  than  the name in  which  it has  executed  this
     Agreement and as listed on Exhibit III.

          (o) Not a Holding Company or an Investment Company.  Borrower is not a
     "holding company" or a "subsidiary  holding company" of a "holding company"
     within the meaning of the Public  Utility  Holding  Company Act of 1935, as
     amended, or any successor statute.  Borrower is not an "investment company"
     within the meaning of the  Investment  Company Act of 1940, as amended,  or
     any successor statute.

          (p)  Compliance  with Law.  Borrower has complied in all respects with
     all  applicable  laws,  rules,   regulations,   orders,  writs,  judgments,
     injunctions, decrees or awards to which it may be subject, except where the
     failure to so comply  could not  reasonably  be expected to have a Material
     Adverse  Effect.  Each  Receivable,  together  with  the  Contract  related
     thereto,  does not  contravene any laws,  rules or  regulations  applicable
     thereto  (including,   without  limitation,  laws,  rules  and  regulations
     relating to truth in lending,  fair credit billing,  fair credit reporting,
     equal credit opportunity,  fair debt collection practices and privacy), and
     no  part  of  such  Contract  is in  violation  of any  such  law,  rule or
     regulation,   except  where  such  contravention  or  violation  could  not
     reasonably be expected to have a Material Adverse Effect.

                                                                        Page 135
                                                               Exhibit 10(i)A(4)


          (q)  Compliance  with  Credit  and  Collection  Policy.  Borrower  has
     complied in all material  respects  with the Credit and  Collection  Policy
     with regard to each Receivable and the related  Contract,  and has not made
     any  material  change to such  Credit and  Collection  Policy,  except such
     material  change as to which the Agent has been notified in accordance with
     Section _7.1(a).

          (r)  Enforceability  of Contracts.  Each Contract with respect to each
     Receivable  is effective to create,  and has  created,  a legal,  valid and
     binding obligation of the related Obligor to pay the Outstanding Balance of
     the  Receivable  created  thereunder  and  any  accrued  interest  thereon,
     enforceable  against the Obligor in  accordance  with its terms,  except as
     such  enforcement  may be limited  by  applicable  bankruptcy,  insolvency,
     reorganization  or other  similar laws  relating to or limiting  creditors'
     rights generally and by general principles of equity (regardless of whether
     enforcement is sought in a proceeding in equity or at law).

          (s)  Accounting.  The  manner  in  which  Borrower  accounts  for  the
     transactions  contemplated  by the  Receivables  Sale  Agreement  does  not
     jeopardize the characterization of the transactions contemplated therein as
     being true sales.

          (t) Eligible  Receivables.  Each  Receivable  reflected in any Monthly
     Report as an Eligible  Receivable was an Eligible Receivable on the date of
     such Monthly Report.

          (u) Borrowing Limit.  Immediately  after giving effect to each Advance
     and  each  settlement  on any  Settlement  Date  hereunder,  the  Aggregate
     Principal is less than or equal to the Borrowing Limit.

     Section 5.2 Liquidity Bank  Representations and Warranties.  Each Liquidity
Bank  hereby  represents  and  warrants  to the  Agent,  Blue Ridge and the Loan
Parties that:

          (a) Existence and Power. Such Liquidity Bank is a banking  association
     duly organized, validly existing and in good standing under the laws of its
     jurisdiction of organization,  and has all organizational  power to perform
     its obligations hereunder and under the Liquidity Agreement.

          (b) No Conflict.  The execution and delivery by such Liquidity Bank of
     this  Agreement and the  Liquidity  Agreement  and the  performance  of its
     obligations  hereunder and thereunder are within its corporate powers, have
     been duly authorized by all necessary  corporate  action, do not contravene
     or violate (i) its certificate or articles of  incorporation or association
     or by-laws,  (ii) any law, rule or  regulation  applicable to it, (iii) any
     restrictions  under any agreement,  contract or instrument to which it is a
     party or any of its property is bound, or (iv) any order,  writ,  judgment,
     award, injunction or decree binding on or affecting it or its property, and
     do not result in the  creation or  imposition  of any Adverse  Claim on its
     assets.   This  Agreement  and  the  Liquidity  Agreement  have  been  duly
     authorized, executed and delivered by such Liquidity Bank.

          (c) Governmental Authorization.  No authorization or approval or other
     action by, and no notice to or filing with, any  governmental  authority or
     regulatory  body is required  for the due  execution  and  delivery by such

                                                                        Page 136
                                                               Exhibit 10(i)A(4)

     Liquidity  Bank  of  this  Agreement  or the  Liquidity  Agreement  and the
     performance of its obligations hereunder or thereunder.

          (d) Binding Effect. Each of this Agreement and the Liquidity Agreement
     constitutes the legal,  valid and binding obligation of such Liquidity Bank
     enforceable  against  such  Liquidity  Bank in  accordance  with its terms,
     except  as  such  enforcement  may be  limited  by  applicable  bankruptcy,
     insolvency,  reorganization  or other  similar laws relating to or limiting
     creditors' rights generally and by general principles of equity (regardless
     of whether such enforcement is sought in a proceeding in equity or at law).

                                  ARTICLE VI.
                             CONDITIONS OF ADVANCES

     Section 6.1 Conditions  Precedent to Initial  Advance.  The initial Advance
under this Agreement is subject to the  conditions  precedent that (a) the Agent
shall have received on or before the date of such Advance those documents listed
on Schedule A to the Receivables  Sale Agreement and those  documents  listed on
Schedule B to this  Agreement,  (b) the Rating Agency  Condition shall have been
satisfied,  and (c) the Agent shall have received all fees and expenses required
to be paid on such  date  pursuant  to the terms of this  Agreement  and the Fee
Letter.

     Section 6.2  Conditions  Precedent to All  Advances.  Each Advance and each
rollover  or  continuation  of any  Advance  shall  be  subject  to the  further
conditions  precedent that (a) the Servicer shall have delivered to the Agent on
or prior to the date thereof,  in form and substance  satisfactory to the Agent,
all  Monthly  Reports  as and when  due  under  Section  8.5;  (b) the  Facility
Termination Date shall not have occurred; (c) the Agent shall have received such
other approvals,  opinions or documents as it may reasonably request; and (d) on
the date thereof,  the following statements shall be true (and acceptance of the
proceeds  of such  Advance  shall be deemed a  representation  and  warranty  by
Borrower that such statements are then true):

          (i) the  representations  and  warranties set forth in Section 5.1 are
     true and  correct in all  material  respects  on and as of the date of such
     Advance (or such Settlement Date, as the case may be) as though made on and
     as of such date;

          (ii) no event has  occurred  and is  continuing,  or would result from
     such  Advance  (or the  continuation  thereof),  that  will  constitute  an
     Amortization  Event, and no event has occurred and is continuing,  or would
     result  from  such  Advance  (or  the  continuation  thereof),  that  would
     constitute an Unmatured Amortization Event; and

          (iii)  after  giving  effect  to such  Advance  (or  the  continuation
     thereof), the Aggregate Principal will not exceed the Borrowing Limit.

                                                                        Page 137
                                                               Exhibit 10(i)A(4)


                                  ARTICLE VII.
                                    COVENANTS

     Section 7.1  Affirmative  Covenants  of the Loan  Parties.  Until the Final
Payout Date, each Loan Party hereby covenants, as to itself, as set forth below:

          (a) Financial Reporting. Such Loan Party will maintain, for itself and
     each  of  its  Subsidiaries,   a  system  of  accounting   established  and
     administered  in accordance with GAAP, and furnish or cause to be furnished
     to the Agent:

               (i)  Annual  Reporting.  As soon as  available  and in any  event
          within  90 days (or such  longer  period as may be the  subject  of an
          extension granted by the Securities and Exchange Commission) after the
          end of each  Fiscal  Year,  (A) a  consolidated  balance  sheet of the
          Performance Guarantor and its Consolidated  Subsidiaries as of the end
          of such Fiscal Year and the related consolidated statements of income,
          stockholders'  equity and cash  flows for such  Fiscal  Year,  setting
          forth in each case in  comparative  form the figures for the  previous
          fiscal  year,  all  certified  by  Arthur   Andersen,   LLP  or  other
          independent public accountants of nationally recognized standing, with
          such  certification  to be free of exceptions and  qualifications  not
          acceptable to the Agent, and (B) an unaudited balance sheet and income
          statement  for Borrower  for such Fiscal  Year,  certified in a manner
          acceptable to the Agent by Borrower's chief financial officer.

               (ii) Quarterly  Reporting.  As soon as available and in any event
          within  45 days (or such  longer  period as may be the  subject  of an
          extension granted by the Securities and Exchange Commission) after the
          end of each of the first 3 Fiscal  Quarters of each Fiscal Year, (A) a
          consolidated  balance  sheet  of the  Performance  Guarantor  and  its
          Consolidated Subsidiaries as of the end of such Fiscal Quarter and the
          related  statement  of  income  and  statement  of cash  flows for the
          portion of the Fiscal  Year ended at the end of such  Fiscal  Quarter,
          setting  forth in each case in  comparative  form the  figures for the
          corresponding  Fiscal  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
          Performance  Guarantor,  and (B) an unaudited balance sheet and income
          statement for Borrower for such Fiscal Quarter,  certified in a manner
          acceptable to the Agent by Borrower's chief financial officer.

               (iii)  Compliance   Certificate.   Together  with  the  financial
          statements   required   hereunder,   a   compliance   certificate   in
          substantially the form of Exhibit V signed by an Authorized Officer of
          the Performance  Guarantor and dated the date of such annual financial
          statement or such quarterly financial statement, as the case may be.

               (iv)  Shareholders  Statements  and  Reports.  Promptly  upon the
          mailing  thereof  to the  shareholders  of the  Performance  Guarantor
          generally,  copies  of all  financial  statements,  reports  and proxy
          statements so mailed.

                                                                        Page 138
                                                               Exhibit 10(i)A(4)


               (v) S.E.C. Filings.  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 or monthly  reports which the  Performance  Guarantor  shall
          have filed with the Securities and Exchange Commission.

               (vi) Copies of Notices.  Promptly upon its receipt of any notice,
          request for consent,  financial statements,  certification,  report or
          other  communication  under  or in  connection  with  any  Transaction
          Document from any Person other than the Agent or Blue Ridge, copies of
          the same.

               (vii)  Change in Credit and  Collection  Policy.  At least thirty
          (30) days  prior to the  effectiveness  of any  material  change in or
          material  amendment to the Credit and Collection Policy, a copy of the
          Credit  and  Collection  Policy  then  in  effect  and  a  notice  (A)
          indicating  such change or amendment,  and (B) if such proposed change
          or  amendment  would be  reasonably  likely to  adversely  affect  the
          collectibility  of the  Receivables  or decrease the credit quality of
          any newly created Receivables, requesting the Agent's consent thereto.

               (viii) Other Information. Promptly, from time to time, such other
          information, documents, records or reports relating to the Receivables
          or the condition or operations,  financial or otherwise,  of such Loan
          Party as the Agent may from time to time  reasonably  request in order
          to protect the interests of the Agent,  for the benefit of Blue Ridge,
          under or as contemplated by this Agreement.

          (b)  Notices.  Such Loan Party will notify the Agent in writing of any
     of  the  following  promptly  upon  learning  of  the  occurrence  thereof,
     describing the same and, if applicable,  the steps being taken with respect
     thereto:

               (i) Amortization Events or Unmatured  Amortization Events. Within
          one (1) Business Day after any Responsible Officer learns thereof, the
          occurrence of each Amortization Event and each Unmatured  Amortization
          Event, by a statement of an Authorized Officer of such Loan Party.

               (ii) Termination Events or Unmatured  Termination Events.  Within
          one (1) Business Day after any Responsible Officer learns thereof, the
          occurrence of each  Termination  Event and each Unmatured  Termination
          Event, by a statement of an Authorized Officer of NSI Georgia.

               (iii)  Defaults Under Other  Agreements.  Within one (1) Business
          Day after any Responsible Officer learns thereof,  the occurrence of a
          default or an event of default under any other  financing  arrangement
          pursuant  to which  any Loan  Party is a debtor  or an  obligor  which
          relates to debt in excess of $25,000,000.

               (iv) ERISA Events. 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  could  reasonably  be  expected  to  constitute  grounds  for a
          termination of such Plan

                                                                        Page 139
                                                               Exhibit 10(i)A(4)

          under Title IV 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 or required
          to be given to the PBGC;  (ii) receives  notice of complete or partial
          withdrawal  liability  under Title IV of ERISA, 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;  provided,  however,  that each of the  foregoing
          notices shall not be required to be given unless the reportable event,
          withdrawal liability, plan termination or trustee appointment involved
          could  reasonably be expected to give rise to a liability of more than
          $1,000,000  on the  part of the  Performance  Guarantor  or any of its
          Subsidiaries.

               (v)  Termination  Date.  Within  one (1)  Business  Day after any
          Responsible Officer learns thereof, the occurrence of the "Termination
          Date" under and as defined in the  Receivables  Sale  Agreement or the
          First-Step Sale Agreement.

               (vi) Notices under  Receivables  Sale Agreement or the First-Step
          Sale Agreement.  Copies of all notices delivered under the Receivables
          Sale Agreement or the First-Step Sale Agreement.

          (c) Compliance with Laws and Preservation of Corporate Existence.

               (i)  Such  Loan  Party  will  comply  in all  respects  with  all
          applicable  laws,  rules,   regulations,   orders,  writs,  judgments,
          injunctions,  decrees  or  awards to which it may be  subject,  except
          where the  failure to so comply  could not  reasonably  be expected to
          have a Material  Adverse  Effect.  Such Loan Party will  preserve  and
          maintain its corporate existence, rights, franchises and privileges in
          the  jurisdiction  of  its  incorporation,   and  qualify  and  remain
          qualified  in  good  standing  as  a  foreign   corporation   in  each
          jurisdiction  where its  business is  conducted,  except (A) where the
          failure to so preserve and maintain or qualify could not reasonably be
          expected  to have a  Material  Adverse  Effect,  and (B) to the extent
          permitted under Section 7.1(c)(ii) below.

               (ii)  Notwithstanding  anything  herein  or in any  of the  other
          Transaction Documents to the contrary:

               (A) NSI  Enterprises,  NSI  Georgia  or the  Parent  may merge or
          consolidate  with any other  Person  provided  that (1) the  surviving
          corporation is the Parent or a wholly-owned  Subsidiary of the Parent,
          (2) the survivor  executes and delivers such Uniform  Commercial  Code
          financing  statements and other documents as the Administrative  Agent
          may  reasonably  request in order to maintain  the  perfection  of the
          interests  conveyed  under  the  Transaction   Documents  and  (3)  no
          Amortization Event or Unmatured Amortization Event has occurred and is
          continued after giving effect to such transaction,

               (B) NSI Enterprises or NSI Georgia may merge or consolidate  with
          the Parent provided that (1) the Parent is the  corporation  surviving
          such  merger,  (2) the  Parent  executes  and  delivers  such  Uniform
          Commercial  Code  financing  statements  and  other  documents  as the

                                                                        Page 140
                                                               Exhibit 10(i)A(4)

          Administrative  Agent may reasonably  request in order to maintain the
          perfection of the interests  conveyed under the Transaction  Documents
          and (3) no  Amortization  Event or  Unmatured  Amortization  Event has
          occurred and is continued after giving effect to such transaction, and

               (C) Any or all of NSI Enterprises, NSI Georgia and the Parent may
          enter  into  a one  or  more  other  transactions  (collectively,  the
          "Reorganization")  in which such Person or Persons (each, an "Existing
          NSI Party") merge or consolidate with or transfer all or a substantial
          portion  of their  assets  to  another  Person  or  Persons  (each,  a
          "Successor  NSI  Party"),  without  any Loan  Party's  payment  of any
          additional  structuring,  origination or similar fees (other than fees
          and costs  referenced in Section 10.3),  if and only if each and every
          of the  following  conditions  are  fulfilled  with  respect  to  such
          Reorganization:

                    (1)  Each  Successor  NSI  Party  shall  be  a  corporation,
               partnership,  limited liability company or trust  incorporated or
               organized  under  the  laws of the  United  States  or any  state
               thereof or the District of Columbia;

                    (2) Each Successor NSI Party shall  expressly  assume all of
               the  obligations of the  applicable  Existing NSI Party under the
               Transaction  Documents  pursuant  to  a  written  agreement  duly
               executed  by the  Successor  NSI  Party  in  form  and  substance
               reasonably satisfactory to the Administrative Agent;

                    (3) Each  Successor  NSI Party shall execute or deliver such
               officer  certificates,  legal opinions,  Uniform  Commercial Code
               financing  statements and other  documents as the  Administrative
               Agent may reasonably request in order to further evidence or give
               notice of the Reorganization;

                    (4)  After  giving  effect  to  the   consummation   of  the
               Reorganization,  no Amortization Event or Unmatured  Amortization
               Event shall be in existence;

                    (5) If, as a result of the  Reorganization,  NSI Enterprises
               or NSI Georgia is no longer a Subsidiary of the Parent, then such
               Loan Party or its new parent  company shall satisfy the following
               additional  conditions:  (w)  such  Person  shall  have  the same
               shareholders  immediately after giving effect to the consummation
               of the  Reorganization as the Parent had immediately prior to the
               consummation  of  the  Reorganization;  (x)  one or  more  of the
               president,  the chief executive officer,  and the chief financial
               officer of such Person shall be individuals who were directors or
               officers  of the  Parent  or one or more of its  Subsidiaries  or
               business units prior to the effectiveness of the  Reorganization,
               (y) a majority of the members of the board of  directors  of such
               Person  shall be  individuals  who were  members  of the board of
               directors of the Parent or one or more of its Subsidiaries  prior
               to the effectiveness of the Reorganization; and (z) such Person's
               short term  unsecured  debt ratings from Moody's and S&amp;P shall be

                                                                        Page 141
                                                               Exhibit 10(i)A(4)

               not less than A-3 and P-3,  respectively,  after giving effect to
               the consummation of the Reorganization; and

                    (6) The Rating Agency  Condition  shall have been  satisfied
               with respect to the consummation of the Reorganization.

          (d)  Audits.  Such Loan Party  will  furnish to the Agent from time to
     time such  information  with respect to it and the Receivables as the Agent
     may reasonably request. Such Loan Party will, at the sole cost of such Loan
     Party  from time to time upon  prior  written  request  of the Agent  given
     (unless an  Amortization  Event shall have occurred and be continuing)  not
     less than three (3) Business  Days prior to a requested  visit,  permit the
     Agent, or its agents or representatives (and shall cause each Originator to
     permit the Agent or its agents or  representatives)  during normal business
     hours:  (i) to examine and make copies of and abstracts from all Records in
     the  possession  or  under  the  control  of such  Person  relating  to the
     Collateral,  including, without limitation, the related Contracts, and (ii)
     to visit the  offices  and  properties  of such  Person for the  purpose of
     examining  such  materials  described  in clause (i) above,  and to discuss
     matters relating to such Person's financial  condition or the Collateral or
     any  Person's  performance  under any of the  Transaction  Documents or any
     Person's performance under the Contracts and, in each case, with any of the
     officers or employees of Borrower or the Servicer having  knowledge of such
     matters  (each of the  foregoing  examinations  and  visits,  a  "Review");
     provided,  however, that, so long as no Amortization Event has occurred and
     is continuing, (A) the Loan Parties shall only be responsible for the costs
     and expenses of one (1) Review in any one calendar  year, and (B) the Agent
     will not request  more than four (4) Reviews in any one calendar  year.  To
     the extent that Agent, in the course of any Review,  obtains  possession of
     any  Proprietary  Information  pertaining  to any Loan  Party or any of its
     Affiliates,  Agent shall handle such  information  in  accordance  with the
     requirements of Section 14.5 hereof.

          (e) Keeping and Marking of Records and Books.

               (i) The  Servicer  will  (and  will  cause  each  Originator  to)
          maintain  and  implement   administrative  and  operating   procedures
          (including,   without  limitation,  an  ability  to  recreate  records
          evidencing  Receivables  in  the  event  of  the  destruction  of  the
          originals  thereof),  and  keep and  maintain  all  documents,  books,
          records and other  information  reasonably  necessary or advisable for
          the  collection of all  Receivables  (including,  without  limitation,
          records  adequate to permit the immediate  identification  of each new
          Receivable  and all  Collections  of and  adjustments to each existing
          Receivable).  The Servicer  will (and will cause each  Originator  to)
          give the Agent notice of any material change in the administrative and
          operating procedures referred to in the previous sentence.

               (ii) Such Loan Party will (and will  cause each  Originator  to):
          (A) on or prior to the date  hereof,  mark its master data  processing
          records and other books and records relating to the Receivables with a
          legend,  acceptable  to the Agent,  describing  the  Agent's  security
          interest  in the  Collateral  and (B) upon the  request  of the  Agent
          following the occurrence and during the continuance of an Amortization
          Event:  (x) mark each  Contract with a legend  describing  the Agent's

                                                                        Page 142
                                                               Exhibit 10(i)A(4)

          security   interest  and  (y)  deliver  to  the  Agent  all  Contracts
          (including,  without  limitation,  all multiple  originals of any such
          Contract  constituting  an  instrument,  a  certificated  security  or
          chattel paper) relating to the Receivables.

          (f) Compliance with Contracts and Credit and Collection  Policy.  Such
     Loan Party will (and will  cause each  Originator  to) timely and fully (i)
     perform and comply in all material respects with all provisions,  covenants
     and other  promises  required  to be  observed  by it under  the  Contracts
     related to the Receivables,  and (ii) comply in all material  respects with
     the  Credit  and  Collection  Policy in regard to each  Receivable  and the
     related Contract.

          (g) Performance and Enforcement of Receivables  Sale Agreement and the
     First-Step Sale Agreement.  Borrower will, and will require each Originator
     to, perform each of their respective obligations and undertakings under and
     pursuant  to  the  Receivables  Sale  Agreement  and  the  First-Step  Sale
     Agreement,  will purchase Receivables  thereunder in strict compliance with
     the terms of the Receivables Sale Agreement and will vigorously enforce the
     rights  and  remedies  accorded  to  Borrower  under the  Receivables  Sale
     Agreement. Borrower will take all actions to perfect and enforce its rights
     and  interests  (and the rights and  interests of the Agent,  as Borrower's
     assignee)  under the  Receivables  Sale Agreement and the  First-Step  Sale
     Agreement as the Agent may from time to time reasonably request, including,
     without  limitation,  making  claims to which it may be entitled  under any
     indemnity,  reimbursement or similar provision contained in the Receivables
     Sale Agreement or the First-Step Sale Agreement.

          (h) Ownership.  Borrower will (or will cause each  Originator to) take
     all  necessary  action  to  (i)  vest  legal  and  equitable  title  to the
     Collateral  purchased under the Receivables  Sale Agreement  irrevocably in
     Borrower,  free and  clear of any  Adverse  Claims  (other  than  Permitted
     Encumbrances)  including,  without limitation,  the filing of all financing
     statements or other similar  instruments or documents  necessary  under the
     UCC (or any comparable  law) of all  appropriate  jurisdictions  to perfect
     Borrower's  interest in such  Collateral  and such other action to perfect,
     protect or more fully  evidence  the  interest of  Borrower  therein as the
     Agent may reasonably request), and (ii) establish and maintain, in favor of
     the Agent,  for the benefit of the Secured  Parties,  a valid and perfected
     first priority security  interest in all Collateral,  free and clear of any
     Adverse  Claims (other than  Permitted  Encumbrances),  including,  without
     limitation,  the  filing  of all  financing  statements  or  other  similar
     instruments or documents necessary under the UCC (or any comparable law) of
     all  appropriate  jurisdictions  to perfect the Agent's (for the benefit of
     the Secured  Parties)  security  interest in the  Collateral and such other
     action to perfect, protect or more fully evidence the interest of the Agent
     for the benefit of the Secured Parties as the Agent may reasonably request.

          (i) Reliance.  Borrower acknowledges that the Agent and Blue Ridge are
     entering into the  transactions  contemplated by this Agreement in reliance
     upon  Borrower's  identity as a legal  entity  that is  separate  from each
     Originator. Therefore, from and after the date of execution and delivery of
     this  Agreement,  Borrower  shall  take all  reasonable  steps,  including,
     without limitation, all steps that the Agent or Blue Ridge may from time to
     time  reasonably  request,  to maintain  Borrower's  identity as a separate

                                                                        Page 143
                                                               Exhibit 10(i)A(4)

     legal entity and to make it manifest to third  parties that  Borrower is an
     entity with assets and  liabilities  distinct from those of each Originator
     and any Affiliates thereof (other than Borrower) and not just a division of
     any Originator or any such  Affiliate.  Without  limiting the generality of
     the  foregoing  and in addition to the other  covenants  set forth  herein,
     Borrower will:

               (A) conduct its own business in its own name;

               (B) compensate all employees,  consultants  and agents  directly,
          from Borrower's own funds,  for services  provided to Borrower by such
          employees,  consultants  and agents and,  to the extent any  employee,
          consultant  or agent of Borrower is also an  employee,  consultant  or
          agent  of  any  Originator  or any  Affiliate  thereof,  allocate  the
          compensation  of such employee,  consultant or agent between  Borrower
          and such Originator or such Affiliate, as applicable,  on a basis that
          reflects the services rendered to Borrower and such Originator or such
          Affiliate, as applicable;

               (C) clearly identify its offices (by signage or otherwise) as its
          offices  and,  if  such  office  is  located  in  the  offices  of any
          Originator, Borrower shall lease such office at a fair market rent;

               (D) have a separate telephone number, which will be answered only
          in its name and separate stationery and checks in its own name;

               (E)  conduct  all  transactions  with  each  Originator  and  the
          Servicer  (including,   without  limitation,  any  delegation  of  its
          obligations  hereunder as Servicer) strictly on an arm's-length basis,
          allocate  all  overhead  expenses   (including,   without  limitation,
          telephone and other utility charges) for items shared between Borrower
          and  such  Originator  on the  basis  of  actual  use  to  the  extent
          practicable and, to the extent such allocation is not practicable,  on
          a basis reasonably related to actual use;

               (F) at all times have a Board of  Directors  consisting  of three
          members, at least one member of which is an Independent Director;

               (G) observe all corporate  formalities as a distinct entity,  and
          ensure  that all  corporate  actions  relating  to (A) the  selection,
          maintenance  or  replacement  of the  Independent  Director,  (B)  the
          dissolution  or  liquidation  of  Borrower or (C) the  initiation  of,
          participation  in,  acquiescence  in or  consent  to  any  bankruptcy,
          insolvency,  reorganization or similar proceeding  involving Borrower,
          are duly  authorized  by  unanimous  vote of its  Board  of  Directors
          (including the Independent  Director);

               (H) maintain  Borrower's books and records separate from those of
          each  Originator  and any  Affiliate  thereof  and  otherwise  readily
          identifiable as its own assets rather than assets of any Originator or
          any Affiliate thereof;

               (I) prepare its  financial  statements  separately  from those of
          each Originator and insure that any consolidated  financial statements
          of any Originator or any Affiliate  thereof that include  Borrower and
          that are filed with the  Securities  and  Exchange  Commission  or any

                                                                        Page 144
                                                               Exhibit 10(i)A(4)

          other governmental  agency have notes clearly stating that Borrower is
          a separate  corporate  entity and that its  assets  will be  available
          first and foremost to satisfy the claims of the creditors of Borrower;

               (J) except as herein specifically  otherwise  provided,  maintain
          the  funds  or  other  assets  of  Borrower  separate  from,  and  not
          commingled with, those of any Originator or any Affiliate  thereof and
          only  maintain  bank  accounts or other  depository  accounts to which
          Borrower alone is the account  party,  into which Borrower alone makes
          deposits and from which  Borrower  alone (or the Agent  hereunder) has
          the power to make withdrawals;

               (K) pay all of Borrower's  operating expenses from Borrower's own
          assets (except for certain payments by any Originator or other Persons
          pursuant to allocation  arrangements that comply with the requirements
          of this Section 7.1(i));

               (L) operate its business and  activities  such that:  it does not
          engage in any  business  or  activity  of any kind,  or enter into any
          transaction or indenture, mortgage,  instrument,  agreement, contract,
          lease or other undertaking,  other than the transactions  contemplated
          and authorized by this Agreement and the  Receivables  Sale Agreement;
          and does not create, incur,  guarantee,  assume or suffer to exist any
          indebtedness or other liabilities, whether direct or contingent, other
          than (1) as a result of the endorsement of negotiable  instruments for
          deposit or collection or similar  transactions  in the ordinary course
          of business,  (2) the incurrence of obligations  under this Agreement,
          (3) the incurrence of  obligations,  as expressly  contemplated in the
          Receivables  Sale  Agreement,   to  make  payment  to  the  applicable
          Originator  thereunder  for the  purchase  of  Receivables  from  such
          Originator  under  the  Receivables   Sale  Agreement,   and  (4)  the
          incurrence of operating expenses in the ordinary course of business of
          the type  otherwise  contemplated  by this  Agreement;  provided  that
          Borrower may own non-passive  financial assets which have a total cost
          to Borrower of not more than $1,000;

               (M)  maintain  its  corporate  charter  in  conformity  with this
          Agreement,  such  that it  does  not  amend,  restate,  supplement  or
          otherwise  modify its Certificate of  Incorporation  or By-Laws in any
          respect  that would  materially  impair its ability to comply with the
          terms or provisions of any of the  Transaction  Documents,  including,
          without limitation, Section 7.1(i) of this Agreement;

               (N) maintain the  effectiveness of, and continue to perform under
          the Receivables Sale Agreement and the First-Step Sale Agreement, such
          that it does not amend,  restate,  supplement,  cancel,  terminate  or
          otherwise modify the Receivables Sale Agreement or the First-Step Sale
          Agreement,  or  give  any  consent,   waiver,  directive  or  approval
          thereunder or waive any default,  action, omission or breach under the
          Receivables  Sale  Agreement  or  the  First-Step  Sale  Agreement  or
          otherwise grant any indulgence thereunder,  without (in each case) the
          prior written consent of the Agent;

               (O) maintain  its  corporate  separateness  such that it does not
          merge or  consolidate  with or into,  or  convey,  transfer,  lease or
          otherwise  dispose of  (whether in one  transaction  or in a series of
          transactions,  and except as  otherwise  contemplated  herein)  all or
          substantially  all of its  assets  (whether  now  owned  or  hereafter
          acquired)  to, or acquire all or  substantially  all of the assets of,

                                                                        Page 145
                                                               Exhibit 10(i)A(4)

          any Person, nor at any time create,  have,  acquire,  maintain or hold
          any interest in any Subsidiary.

               (P) maintain at all times the Required Capital Amount (as defined
          in the  Receivables  Sale  Agreement)  and  refrain  from  making  any
          dividend, distribution,  redemption of capital stock or payment of any
          subordinated  indebtedness  which  would  cause the  Required  Capital
          Amount to cease to be so maintained; and

               (Q) take  such  other  actions  as are  necessary  on its part to
          ensure that the facts and  assumptions set forth in the opinion issued
          by Kilpatrick  Stockton  LLP, as counsel for  Borrower,  in connection
          with the closing or initial  Advance under this Agreement and relating
          to  substantive   consolidation   issues,   and  in  the  certificates
          accompanying  such  opinion,  remain true and correct in all  material
          respects at all times.

          (j) Collections.  Such Loan Party will cause (1) all proceeds from all
     Lock-Boxes to be directly  deposited by a Collection Bank into a Collection
     Account and (2) each Lock-Box and  Collection  Account to be subject at all
     times to a Collection  Account  Agreement that is in full force and effect.
     In the event any payments  relating to the Collateral are remitted directly
     to Borrower or any  Affiliate  of  Borrower,  Borrower  will remit (or will
     cause all such payments to be remitted)  directly to a Collection  Bank and
     deposited into a Collection  Account within two (2) Business Days following
     receipt thereof, and, at all times prior to such remittance,  Borrower will
     itself hold or, if applicable, will cause such payments to be held in trust
     for the  exclusive  benefit  of the Agent  and Blue  Ridge.  Borrower  will
     maintain exclusive ownership, dominion and control (subject to the terms of
     this Agreement) of each Lock-Box and Collection Account and shall not grant
     the right to take  dominion  and  control  of any  Lock-Box  or  Collection
     Account at a future time or upon the  occurrence  of a future  event to any
     Person, except to the Agent as contemplated by this Agreement.

          (k) Taxes.  Such Loan Party will file all  material  tax  returns  and
     reports  required  by law to be  filed  by it and  will  promptly  pay  all
     material taxes and governmental  charges at any time owing, except any such
     taxes which are not yet  delinquent  or are being  diligently  contested in
     good faith by appropriate  proceedings  and for which adequate  reserves in
     accordance with GAAP shall have been set aside on its books.  Borrower will
     pay  when  due any  taxes  payable  in  connection  with  the  Receivables,
     exclusive of taxes on or measured by income or gross  receipts of the Agent
     or Blue Ridge.

          (l) Payment to Applicable  Originator.  With respect to any Receivable
     purchased  by  Borrower  from any  Originator,  such sale shall be effected
     under,  and in strict  compliance with the terms of, the  Receivables  Sale
     Agreement,  including, without limitation, the terms relating to the amount
     and  timing of  payments  to be made to such  Originator  in respect of the
     purchase price for such Receivable.

                                                                        Page 146
                                                               Exhibit 10(i)A(4)


     Section 7.2 Negative Covenants of the Loan Parties.  Until the Final Payout
Date, each Loan Party hereby covenants, as to itself, that:

          (a) Name Change,  Offices and Records. Such Loan Party will not change
     its name,  identity or  structure  (within  the  meaning of any  applicable
     enactment  of the UCC),  relocate  its chief  executive  office at any time
     while the location of its chief executive  office is relevant to perfection
     of the Agent's security  interest,  for the benefit of the Secured Parties,
     in the Receivables,  Related Security and Collections, or change any office
     where  Records are kept unless it shall have:  (i) given the Agent at least
     ten (10) days' prior written notice thereof and (ii) delivered to the Agent
     all  financing  statements,  instruments  and  other  documents  reasonably
     requested by the Agent in connection with such change or relocation.

          (b)  Change in  Payment  Instructions  to  Obligors.  Except as may be
     required by the Agent pursuant to Section 8.2(b),  such Loan Party will not
     add or terminate  any bank as a Collection  Bank, or make any change in the
     instructions to Obligors  regarding  payments to be made to any Lock-Box or
     Collection Account, unless the Agent shall have received, at least ten (10)
     days before the proposed  effective  date  therefor,  (i) written notice of
     such addition,  termination or change and (ii) with respect to the addition
     of a  Collection  Bank or a  Collection  Account or  Lock-Box,  an executed
     Collection  Account Agreement with respect to the new Collection Account or
     Lock-Box;  provided,  however,  that  the  Servicer  may  make  changes  in
     instructions  to  Obligors  regarding  payments  if such  new  instructions
     require  such  Obligor  to make  payments  to another  existing  Collection
     Account.

          (c) Modifications to Contracts and Credit and Collection Policy.  Such
     Loan  Party  will not,  and will not permit  any  Originator  to,  make any
     material  change to the Credit and Collection  Policy that could  adversely
     affect the collectibility of the Receivables or decrease the credit quality
     of any newly created Receivables. Except as provided in Section 8.2(d), the
     Servicer will not, and will not permit any Originator to, extend,  amend or
     otherwise  modify  the  terms of any  Receivable  or any  Contract  related
     thereto other than in accordance with the Credit and Collection Policy.

          (d) Sales, Liens.  Borrower will not sell, assign (by operation of law
     or otherwise) or otherwise dispose of, or grant any option with respect to,
     or create or suffer to exist any  Adverse  Claim upon  (including,  without
     limitation,  the filing of any financing statement) or with respect to, any
     of the  Collateral,  or assign any right to  receive  income  with  respect
     thereto (other than Permitted  Encumbrances),  and Borrower will defend the
     right,  title and  interest of the Secured  Parties in, to and under any of
     the  foregoing  property,  against  all  claims of third  parties  claiming
     through  or  under  Borrower  or  any  Originator   (other  than  Permitted
     Encumbrances).  Borrower  will not create or suffer to exist any  mortgage,
     pledge,  security  interest,  encumbrance,  lien,  charge or other  similar
     arrangement on any of its inventory.

          (e)  Use of  Proceeds.  Borrower  will  not use  the  proceeds  of the
     Advances for any purpose other than (i) paying for  Receivables and Related
     Security  under and in  accordance  with the  Receivables  Sale  Agreement,
     including without limitation,  making payments on the Subordinated Notes to
     the extent  permitted  thereunder and under the Receivables Sale Agreement,

                                                                        Page 147
                                                               Exhibit 10(i)A(4)

     (ii)  making  Demand  Advances  to NSI  Georgia  at any  time  prior to the
     Facility   Termination   Date  while  it  is  acting  as  Servicer  and  no
     Amortization   Event  or  Unmatured   Amortization   Event  exists  and  is
     continuing, (iii) paying its ordinary and necessary operating expenses when
     and as due, (iv) making  Restricted Junior Payments to the extent permitted
     under this Agreement,  and (v) purchasing  non-passive  financial assets to
     the extent expressly permitted under the proviso to Section 7.1(I)(L).

          (f) Termination  Date  Determination.  Borrower will not designate the
     Termination Date (as defined in the Receivables  Sale  Agreement),  or send
     any written notice to any Originator in respect thereof,  without the prior
     written consent of the Agent, except with respect to the occurrence of such
     Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale
     Agreement.

          (g) Restricted Junior Payments.  Borrower will not make any Restricted
     Junior  Payment if after giving effect  thereto,  Borrower's  Net Worth (as
     defined in the Receivables  Sale Agreement) would be less than the Required
     Capital Amount (as defined in the Receivables Sale Agreement).

          (h) Borrower Indebtedness.  Borrower will not incur or permit to exist
     any  Indebtedness  or  liability  on account of  deposits  except:  (i) the
     Obligations,  (ii) the Subordinated Loans, and (iii) other current accounts
     payable arising in the ordinary course of business and not overdue.

          (i)  Prohibition on Additional  Negative  Pledges.  No Loan Party will
     enter into or assume any agreement (other than this Agreement and the other
     Transaction  Documents)  prohibiting  the  creation  or  assumption  of any
     Adverse Claim upon the Collateral except as contemplated by the Transaction
     Documents,   or  otherwise   prohibiting  or  restricting  any  transaction
     contemplated  hereby or by the  other  Transaction  Documents,  and no Loan
     Party will enter into or assume any  agreement  creating any Adverse  Claim
     upon the Subordinated Notes.

                                 ARTICLE VIII.
                          ADMINISTRATION AND COLLECTION

     Section 8.1 Designation of Servicer.

          (a) The servicing,  administration  and collection of the  Receivables
     shall be conducted by such Person (the  "Servicer") so designated from time
     to time in  accordance  with  this  Section  8.1.  NSI  Georgia  is  hereby
     designated as, and hereby agrees to perform the duties and  obligations of,
     the Servicer pursuant to the terms of this Agreement.  The Agent may at any
     time  following  the  occurrence  of an  Amortization  Event  designate  as
     Servicer  any  Person to succeed  NSI  Georgia  or any  successor  Servicer
     provided that the Rating Agency Condition is satisfied.

          (b) NSI  Georgia may  delegate,  and NSI  Georgia  hereby  advises the
     Lenders  and  the  Agent  that it has  delegated,  to NSI  Enterprises,  as
     sub-servicer of the Servicer, certain of its duties and responsibilities as

                                                                        Page 148
                                                               Exhibit 10(i)A(4)

     Servicer  hereunder  in  respect  of  the  Receivables  originated  by  NSI
     Enterprises.  Without  the  prior  written  consent  of the  Agent  and the
     Required  Liquidity  Banks,  NSI Georgia shall not be permitted to delegate
     any of its duties or  responsibilities as Servicer to any Person other than
     (i)  NSI   Enterprises,   and  (ii)  with  respect  to  certain   Defaulted
     Receivables,  outside collection  agencies in accordance with its customary
     practices.  NSI Enterprises  shall not be permitted to further  delegate to
     any other  Person any of the  duties or  responsibilities  of the  Servicer
     delegated to it by NSI Georgia. If at any time the Agent shall designate as
     Servicer any Person other than NSI Georgia, all duties and responsibilities
     theretofore  delegated  by NSI  Georgia  to  NSI  Enterprises  may,  at the
     discretion  of the Agent,  be  terminated  forthwith on notice given by the
     Agent to NSI Georgia and to Borrower.

          (c)   Notwithstanding   any  delegation   pursuant  to  the  foregoing
     subsection (b): (i) NSI Georgia shall be and remain primarily liable to the
     Agent and the Lenders for the full and prompt performance of all duties and
     responsibilities  of the  Servicer  hereunder  and (ii) the  Agent  and the
     Lenders shall be entitled to deal  exclusively  with NSI Georgia in matters
     relating   to  the   discharge   by  the   Servicer   of  its   duties  and
     responsibilities hereunder. The Agent and the Lenders shall not be required
     to give notice,  demand or other communication to any Person other than NSI
     Georgia and  Borrower in order for  communication  to the  Servicer and its
     sub-servicer or other delegate with respect thereto to be accomplished. NSI
     Georgia,  at all times that it is the Servicer,  shall be  responsible  for
     providing  any  sub-servicer  or other  delegate of the  Servicer  with any
     notice given to the Servicer under this Agreement.

     Section 8.2 Duties of Servicer.

          (a) The  Servicer  shall take or cause to be taken all such actions as
     may be necessary or advisable to collect each Receivable from time to time,
     all in  accordance  with  applicable  laws,  rules  and  regulations,  with
     reasonable  care and  diligence,  and in  accordance  with the  Credit  and
     Collection Policy.

          (b) The Servicer  will  instruct  all Obligors to pay all  Collections
     directly to a Lock-Box or Collection  Account.  The Servicer shall effect a
     Collection  Account Agreement  substantially in the form of Exhibit VI with
     each bank party to a  Collection  Account  at any time.  In the case of any
     remittances  received in any Lock-Box or Collection Account that shall have
     been  identified,  to the  satisfaction of the Servicer,  to not constitute
     Collections or other proceeds of the  Receivables or the Related  Security,
     the Servicer shall promptly remit such items to the Person identified to it
     as being the owner of such  remittances.  From and after the date the Agent
     delivers to any  Collection  Bank a Collection  Notice  pursuant to Section
     8.3, the Agent may request that the  Servicer,  and the Servicer  thereupon
     promptly  shall instruct all Obligors with respect to the  Receivables,  to
     remit all payments  thereon to a new  depositary  account  specified by the
     Agent and, at all times  thereafter,  Borrower and the  Servicer  shall not
     deposit or  otherwise  credit,  and shall not  permit  any other  Person to
     deposit or  otherwise  credit to such new  depositary  account  any cash or
     payment item other than Collections.

          (c) The Servicer shall  administer the  Collections in accordance with
     the procedures  described  herein and in Article II. The Servicer shall set
     aside and hold in trust for the account of Borrower  and the Lenders  their

                                                                        Page 149
                                                               Exhibit 10(i)A(4)

     respective  shares of the  Collections  in accordance  with Article II. The
     Servicer  shall,  upon the  request  of the Agent,  segregate,  in a manner
     acceptable to the Agent, all cash, checks and other instruments received by
     it from time to time constituting Collections from the general funds of the
     Servicer or Borrower  prior to the  remittance  thereof in accordance  with
     Article II. If the  Servicer  shall be required  to  segregate  Collections
     pursuant to the  preceding  sentence,  the  Servicer  shall  segregate  and
     deposit  with a bank  designated  by the  Agent  such  allocable  share  of
     Collections of Receivables  set aside for the Lenders on the first Business
     Day following receipt by the Servicer of such Collections, duly endorsed or
     with duly executed instruments of transfer.

          (d) The Servicer  may, in  accordance  with the Credit and  Collection
     Policy,  extend the maturity of any  Receivable  or adjust the  Outstanding
     Balance of any  Receivable as the Servicer  determines to be appropriate to
     maximize Collections  thereof;  provided,  however,  that such extension or
     adjustment  shall not alter the status of such  Receivable  as a Delinquent
     Receivable or Defaulted  Receivable or limit the rights of the Agent or the
     Lenders  under this  Agreement.  Notwithstanding  anything to the  contrary
     contained herein,  from and after the occurrence of an Amortization  Event,
     the Agent  shall  have the  absolute  and  unlimited  right to  direct  the
     Servicer  to  commence  or settle  any legal  action  with  respect  to any
     Receivable or to foreclose upon or repossess any Related Security; provided
     that (i) in lieu of commencing any such action or taking other  enforcement
     action,  the  Servicer  may,  at its  option,  elect to pay to the Agent an
     amount equal to the  Outstanding  Balance of such  Receivable  and (ii) the
     Servicer shall not, unless  indemnified to its satisfaction by the Lenders,
     be obligated to commence or take any legal action that is in  contravention
     of applicable law or regulation,  or to settle any action that would entail
     an  admission  by  the  Servicer,  Borrower  or  any  Originator  of  legal
     wrongdoing  or  culpability  or  require  the  payment  of  damages  by any
     Originator or the Servicer to any third party.

          (e) The Servicer  shall hold in trust for Borrower and the Lenders all
     Records  that (i)  evidence  or  relate  to the  Receivables,  the  related
     Contracts and Related Security or (ii) are otherwise necessary or desirable
     to collect the Receivables and shall, as soon as practicable upon demand of
     the Agent at any time when an  Amortization  Event exists,  deliver or make
     available to the Agent all such Records,  at a place selected by the Agent.
     The Servicer shall, as soon as practicable  following  receipt thereof turn
     over to Borrower any cash collections or other cash proceeds  received with
     respect to Indebtedness not constituting  Receivables.  The Servicer shall,
     from time to time at the  request of any  Lender,  furnish  to the  Lenders
     (promptly  after any such request) a  calculation  of the amounts set aside
     for the Lenders pursuant to Article II.

          (f) Any payment by an Obligor in respect of any  indebtedness  owed by
     it to Originator or Borrower shall,  except as otherwise  specified by such
     Obligor or  otherwise  required  by  contract  or law and unless  otherwise
     instructed by the Agent,  be applied as a Collection  of any  Receivable of
     such Obligor  (starting  with the oldest such  Receivable) to the extent of
     any amounts then due and payable  thereunder  before  being  applied to any
     other receivable or other obligation of such Obligor.

                                                                        Page 150
                                                               Exhibit 10(i)A(4)


     Section 8.3 Collection  Notices.  The Agent is authorized at any time after
the occurrence and during the continuance of an  Amortization  Event to date and
to deliver to the  Collection  Banks the  Collection  Notices.  Borrower  hereby
transfers to the Agent for the benefit of the Lenders,  effective when the Agent
delivers such notice,  the exclusive  ownership and control of each Lock-Box and
the  Collection  Accounts.  In case any  authorized  signatory of Borrower whose
signature  appears on a Collection  Account  Agreement  shall cease to have such
authority  before the  delivery of such  notice,  such  Collection  Notice shall
nevertheless  be valid as if such  authority  had  remained  in force.  Borrower
hereby  authorizes the Agent, and agrees that the Agent shall be entitled (i) at
any time after delivery of the Collection Notices, to endorse Borrower's name on
checks and other instruments  representing  Collections,  (ii) at any time after
the occurrence and during the continuance of an  Amortization  Event, to enforce
the Receivables,  the related Contracts and the Related  Security,  and (iii) at
any time after the  occurrence  and during the  continuance  of an  Amortization
Event, to take such action as shall be necessary or desirable to cause all cash,
checks and other  instruments  constituting  Collections  of Receivables to come
into the possession of the Agent rather than Borrower.

     Section 8.4  Responsibilities of Borrower.  Anything herein to the contrary
notwithstanding,  the  exercise  by the Agent and the  Lenders  of their  rights
hereunder shall not release the Servicer, any Originator or Borrower from any of
their duties or obligations with respect to any Receivables or under the related
Contracts. The Lenders shall have no obligation or liability with respect to any
Receivables or related Contracts,  nor shall any of them be obligated to perform
the obligations of Borrower.

     Section 8.5 Monthly Reports.  The Servicer shall prepare and forward to the
Agent (i) on each Monthly  Reporting  Date, a Monthly  Report and an  electronic
file of the data  contained  therein  and (ii) at such times as the Agent  shall
request, a listing by Obligor of all Receivables  together with an aging of such
Receivables; provided, however, that if an Amortization Event shall exist and be
continuing,  the Agent may request a Monthly Report be prepared and forwarded to
the Agent more frequently than monthly.

     Section 8.6 Servicing Fee. As  compensation  for the  Servicer's  servicing
activities  on their  behalf,  Borrower  hereby  agrees to pay the  Servicer the
Servicing Fee in arrears on each Settlement Date.  Notwithstanding the fact that
Sections 2.2 and 2.3  authorize  the Servicer to deduct its  Servicing  Fee from
Collections,  Borrower  is  and  shall  remain  the  Person  who  is  ultimately
responsible  for paying  the  Servicing  Fee and other  costs of  servicing  the
Receivables.


                                  ARTICLE IX.
                               AMORTIZATION EVENTS

     Section 9.1 Amortization  Events.  The occurrence of any one or more of the
following events shall constitute an Amortization Event:

          (a) Any Loan  Party or  Performance  Guarantor  shall fail to make any
     payment  or  deposit  required  to be  made  by it  under  the  Transaction
     Documents  when due and,  for any such  payment or deposit  which is not in

                                                                        Page 151
                                                               Exhibit 10(i)A(4)

     respect  of  principal,  such  failure  continues  for two (2)  consecutive
     Business Days.

          (b) Any representation,  warranty,  certification or statement made by
     Performance  Guarantor  or any Loan Party in any  Transaction  Document  to
     which it is a party or in any other  document  delivered  pursuant  thereto
     shall prove to have been  incorrect  in any  material  respect when made or
     deemed  made (it being  understood  and agreed  that any error or  omission
     which results in the  Aggregate  Principal  exceeding  the Borrowing  Limit
     shall per se constitute a material error).

          (c) Any Loan Party or Performance  Guarantor  shall fail to perform or
     observe any covenant  contained in Section 7.1(b),  7.1(j), 7.2 or 8.5 when
     due.

          (d) Any Loan Party or Performance  Guarantor  shall fail to perform or
     observe  any other  term,  covenant  or  agreement  hereunder  or any other
     Transaction  Document (other than a term,  covenant or agreement covered by
     another clause of this Section 9.1) to which it is a party and such failure
     shall  continue  for and such  failure  shall not have been cured within 30
     days after the  earlier to occur of (i)  written  notice  thereof  has been
     given by such  Loan  Party  or  Performance  Guarantor  to Agent or (ii) an
     Executive  Officer of such Loan Party or  Performance  Guarantor  otherwise
     becomes aware of any such failure;  provided,  however, that, except in the
     case of a failure  to perform or  observe  Section  7.1(a)(vii),  such cure
     period shall be extended for a period of time,  not to exceed an additional
     30 days,  reasonably  sufficient  to permit such Loan Party or  Performance
     Guarantor to cure such  failure if such failure  cannot be cured within the
     initial  30-day  period but  reasonably  could be expected to be capable of
     cure  within  such  additional  30 days,  such  Loan  Party or  Performance
     Guarantor  has  commenced  efforts to cure such failure  during the initial
     30-day  period and such Loan Party or  Performance  Guarantor is diligently
     pursuing such cure.

          (e) Failure of  Borrower to pay any Debt (other than the  Obligations)
     when  due or the  default  by  Borrower  in the  performance  of any  term,
     provision or condition contained in any agreement under which any such Debt
     was created or is governed,  the effect of which is to cause,  or to permit
     the holder or holders of such Debt to cause,  such Debt to become due prior
     to its stated  maturity;  or any such Debt of Borrower shall be declared to
     be due and  payable or  required  to be prepaid  (other than by a regularly
     scheduled payment) prior to the date of maturity thereof.

          (f) An Event of  Bankruptcy  shall occur with respect to Parent or any
     of its Material Subsidiaries.

          (g) As at the end of any Calculation Period:

               (i) the  three-month  rolling  average  Delinquency  Ratio  shall
          exceed 4.25%,

               (ii) the  three-month  rolling average Default Ratio shall exceed
          2.55%, or

                                                                        Page 152
                                                               Exhibit 10(i)A(4)


               (iii) the three-month rolling average Dilution Ratio shall exceed
          8.00%;

     provided,  however,  that the Borrower and the Agent agree to  re-negotiate
     the  aforementioned  ratios in good  faith once the Agent has  received  an
     additional 6 months of data regarding the Receivables.

          (h) A Change of Control shall occur.

          (i)  One or more  final  judgments  for the  payment  of  money  in an
     aggregate amount of $10,700 or more shall be entered against Borrower.

          (j) The occurrence of any  "Termination  Event" or of the "Termination
     Date"  (as  each  of the  foregoing  is  defined  in the  Receivables  Sale
     Agreement or the First-Step Sale Agreement).

          (k) This  Agreement  shall  terminate  in whole or in part  (except in
     accordance  with its terms),  or shall cease to be  effective  or to be the
     legally  valid,  binding and  enforceable  obligation  of Borrower,  or any
     Obligor  shall   directly  or   indirectly   contest  in  any  manner  such
     effectiveness, validity, binding nature or enforceability, or the Agent for
     the benefit of Blue Ridge shall cease to have a valid and  perfected  first
     priority  (except  for  Permitted  Encumbrances)  security  interest in the
     Collateral.

          (l) The Internal  Revenue  Service shall  commence  enforcement of any
     federal  tax lien under  Section  6323 of the Tax Code  against  any of the
     Collateral,  or the PBGC shall commence  enforcement any lien under Section
     4068 of ERISA against any of the Collateral.

          (m) Any event shall occur which  materially and adversely  impairs (i)
     the ability of the Originators to originate Receivables of a credit quality
     that is at least  equal to the credit  quality of the  Receivables  sold or
     contributed to Borrower on the date of this Agreement or (ii) the legality,
     validity  or  enforceability  of this  Agreement  or any other  Transaction
     Document,  (iii) the  Agent's  security  interest,  for the  benefit of the
     Secured Parties, in the Receivables generally or in any significant portion
     of the  Receivables,  the Related  Security or the Collections with respect
     thereto.

          (n) On any  Settlement  Date,  after giving  effect to the turnover of
     Collections by the Servicer on such date and the application thereof to the
     Obligations  in accordance  with this  Agreement,  the Aggregate  Principal
     shall exceed the Borrowing Limit.

          (o) The Performance  Undertaking  shall cease to be effective or to be
     the  legally  valid,  binding and  enforceable  obligation  of  Performance
     Guarantor, or Performance Guarantor shall directly or indirectly contest in
     any manner such effectiveness,  validity,  binding nature or enforceability
     of its obligations thereunder.

     Section 9.2 Remedies. Upon the occurrence and during the continuation of an
Amortization  Event,  the  Agent  may,  or upon the  direction  of the  Required
Liquidity Banks shall, upon notice to Borrower and the Servicer, take any of the

                                                                        Page 153
                                                               Exhibit 10(i)A(4)

following  actions:  (i) replace the Person then acting as Servicer (ii) declare
the Amortization Date to have occurred, whereupon the Aggregate Commitment shall
immediately  terminate and the  Amortization  Date shall  forthwith  occur,  all
without  demand,  protest or further notice of any kind, all of which are hereby
expressly waived by each Loan Party; provided, however, that upon the occurrence
of an Event of Bankruptcy with respect to any Loan Party, the Amortization  Date
shall automatically  occur,  without demand,  protest or any notice of any kind,
all of which are hereby expressly  waived by each Loan Party,  (iii) deliver the
Collection  Notices  to the  Collection  Banks,  (iv)  exercise  all  rights and
remedies  of a secured  party upon  default  under the UCC and other  applicable
laws,  and  (v)  notify  Obligors  of  the  Agent's  security  interest  in  the
Receivables and other Collateral.  The aforementioned  rights and remedies shall
be without limitation, and shall be in addition to all other rights and remedies
of the Agent and the Lenders  otherwise  available  under any other provision of
this  Agreement,  by operation of law, at equity or otherwise,  all of which are
hereby  expressly  preserved,  including,  without  limitation,  all  rights and
remedies provided under the UCC, all of which rights shall be cumulative.


                                   ARTICLE X.
                                 INDEMNIFICATION

     Section 10.1  Indemnities by the Loan Parties.  Without  limiting any other
rights that the Agent or any Lender may have hereunder or under  applicable law,
(A) Borrower hereby agrees to indemnify (and pay upon demand to) the Agent, Blue
Ridge, each of the Liquidity Banks and each of the respective assigns, officers,
directors,  agents and employees of the foregoing (each, an "Indemnified Party")
from and against any and all damages, losses, claims, taxes, liabilities, costs,
expenses and for all other  amounts  payable,  including  actual and  reasonable
attorneys'  fees (which  attorneys may be employees of the Agent or such Lender)
and  disbursements  (all of the  foregoing  being  collectively  referred  to as
"Indemnified  Amounts")  awarded  against or  actually  incurred  by any of them
arising  out of or as a result  of this  Agreement  or the  acquisition,  either
directly or indirectly,  by a Lender of an interest in the Receivables,  and (B)
the  Servicer  hereby  agrees  to  indemnify  (and  pay  upon  demand  to)  each
Indemnified Party for Indemnified  Amounts awarded against or incurred by any of
them arising out of the Servicer's  activities as Servicer hereunder  excluding,
however,  in all of the foregoing  instances under the preceding clauses (A) and
(B):

          (a)  Indemnified  Amounts to the extent a final judgment of a court of
     competent  jurisdiction  holds that such Indemnified  Amounts resulted from
     gross negligence or willful misconduct on the part of any Indemnified Party
     seeking  indemnification or by reason of such Indemnified Party's breach of
     its obligations hereunder or other legal duty;

          (b)  Indemnified  Amounts to the extent  the same  includes  losses in
     respect of Receivables that are uncollectible on account of the insolvency,
     bankruptcy or lack of creditworthiness of the related Obligor; or

                                                                        Page 154
                                                               Exhibit 10(i)A(4)


          (c)  taxes  imposed  by the  jurisdiction  in which  such  Indemnified
     Party's  principal   executive  office  is  located   (including,   without
     limitation,  in the case of the Agent or Blue  Ridge,  the  States of North
     Carolina  and  Georgia),  on or  measured by the overall net income of such
     Indemnified  Party to the  extent  that the  computation  of such  taxes is
     consistent  with  the  characterization  for  income  tax  purposes  of the
     acquisition  by the  Lenders of Loans as a loan or loans by the  Lenders to
     Borrower secured by the Receivables,  the Related Security,  the Collection
     Accounts and the Collections;

provided,  however,  that  nothing  contained in this  sentence  shall limit the
liability  of any Loan Party or limit the  recourse  of the  Lenders to any Loan
Party for amounts otherwise  specifically provided to be paid by such Loan Party
under  the terms of this  Agreement.  Without  limiting  the  generality  of the
foregoing  indemnification,  Borrower shall  indemnify the Agent and the Lenders
for Indemnified  Amounts (including,  without  limitation,  losses in respect of
uncollectible  receivables,  regardless of whether reimbursement  therefor would
constitute recourse to Borrower or the Servicer) relating to or resulting from:

          (i) any  representation  or  warranty  made by any  Loan  Party or any
     Originator (or any officers of any such Person) under or in connection with
     this Agreement,  any other Transaction Document or any other information or
     report delivered by any such Person pursuant hereto or thereto, which shall
     have been false or incorrect when made or deemed made;

          (ii) the failure by Borrower, the Servicer or any Originator to comply
     with any applicable  law, rule or regulation with respect to any Receivable
     or Contract  related  thereto,  or the  nonconformity  of any Receivable or
     Contract  included therein with any such applicable law, rule or regulation
     or any failure of any Originator to keep or perform any of its obligations,
     express or implied, with respect to any Contract;

          (iii) any  failure of  Borrower,  the  Servicer or any  Originator  to
     perform its duties,  covenants or other  obligations in accordance with the
     provisions of this Agreement or any other Transaction Document;

          (iv) any products liability,  personal injury or damage suit, or other
     similar claim arising out of or in connection with  merchandise,  insurance
     or services that are the subject of any Contract or any Receivable;

          (v) any dispute,  claim,  offset or defense  (other than  discharge in
     bankruptcy of the Obligor) of the Obligor to the payment of any  Receivable
     (including,  without limitation,  a defense based on such Receivable or the
     related  Contract not being a legal,  valid and binding  obligation of such
     Obligor  enforceable against it in accordance with its terms), or any other
     claim resulting from the sale of the merchandise or service related to such
     Receivable  or the  furnishing  or failure to furnish such  merchandise  or
     services;

          (vi) the  commingling  of  Collections of Receivables at any time with
     other funds;

                                                                        Page 155
                                                               Exhibit 10(i)A(4)


          (vii)  any  investigation,  litigation  or  proceeding  related  to or
     arising  from  this  Agreement  or  any  other  Transaction  Document,  the
     transactions  contemplated  hereby, the use of the proceeds of any Advance,
     the  Collateral  or  any  other  investigation,  litigation  or  proceeding
     relating  to  Borrower,  the  Servicer  or  any  Originator  in  which  any
     Indemnified  Party becomes  involved as a result of any of the transactions
     contemplated hereby;

          (viii) any  inability  to  litigate  any claim  against any Obligor in
     respect of any  Receivable  as a result of such  Obligor  being immune from
     civil  and  commercial  law  and  suit on the  grounds  of  sovereignty  or
     otherwise from any legal action, suit or proceeding;

          (ix) any Amortization Event;

          (x) any  failure  of  Borrower  to  acquire  and  maintain  legal  and
     equitable  title  to,  and  ownership  of any of the  Collateral  from  the
     applicable  Originator,  free and clear of any Adverse Claim (other than as
     created  hereunder);   or  any  failure  of  Borrower  to  give  reasonably
     equivalent  value to any Originator under the Receivables Sale Agreement in
     consideration of the transfer by such Originator of any Receivable,  or any
     attempt by any Person to void such transfer under  statutory  provisions or
     common law or equitable action;

          (xi) any  failure  to vest and  maintain  vested  in the Agent for the
     benefit of the Lenders,  or to transfer to the Agent for the benefit of the
     Secured Parties, a valid first priority perfected security interests in the
     Collateral,  free and clear of any Adverse  Claim (except as created by the
     Transaction Documents);

          (xii) the  failure to have  filed,  or any delay in filing,  financing
     statements or other similar  instruments or documents  under the UCC of any
     applicable  jurisdiction  or other  applicable  laws  with  respect  to any
     Collateral, and the proceeds thereof, whether at the time of any Advance or
     at any subsequent time;

          (xiii)  any action or  omission  by any Loan  Party  which  reduces or
     impairs  the  rights  of the  Agent  or the  Lenders  with  respect  to any
     Collateral  or the value of any  Collateral  (for any reason other than the
     application  of  Collections  thereto or  charge-off  of any  Receivable as
     uncollectible);

          (xiv) any  attempt  by any Person to void any  Advance or the  Agent's
     security  interest in the Collateral  under statutory  provisions or common
     law or equitable action; and

          (xv) the failure of any Receivable  included in the calculation of the
     Net Pool Balance as an Eligible  Receivable to be an Eligible Receivable at
     the time so included.

     Section 10.2 Increased Cost and Reduced Return.

          (a) If after the date hereof,  any Funding Source shall be charged any
     fee, expense or increased cost on account of the adoption of any applicable
     law, rule or regulation  (including any applicable  law, rule or regulation
     regarding  capital  adequacy) or any change  therein,  or any change in the
     interpretation or

                                                                        Page 156
                                                               Exhibit 10(i)A(4)

     administration  thereof  by any  governmental  authority,  central  bank or
     comparable  agency  charged  with  the   interpretation  or  administration
     thereof, or compliance with any request or directive (whether or not having
     the force of law) of any such authority,  central bank or comparable agency
     (a "Regulatory Change"): (i) that subjects any Funding Source to any charge
     or  withholding  on or with  respect to any Funding  Agreement or a Funding
     Source's  obligations under a Funding  Agreement,  or on or with respect to
     the  Receivables,  or changes  the basis of  taxation  of  payments  to any
     Funding Source of any amounts payable under any Funding  Agreement  (except
     for  changes  in the rate of tax on the  overall  net  income  of a Funding
     Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or
     deems applicable any reserve, assessment, insurance charge, special deposit
     or similar  requirement against assets of, deposits with or for the account
     of a Funding  Source,  or credit extended by a Funding Source pursuant to a
     Funding  Agreement or (iii) that imposes any other  condition the result of
     which is to  increase  the  cost to a  Funding  Source  of  performing  its
     obligations under a Funding Agreement, or to reduce the rate of return on a
     Funding  Source's  capital  as a  consequence  of its  obligations  under a
     Funding  Agreement,  or to  reduce  the  amount  of  any  sum  received  or
     receivable by a Funding Source under a Funding  Agreement or to require any
     payment calculated by reference to the amount of interests or loans held or
     interest  received by it, then,  upon written  demand by the Agent no later
     than  ninety  (90)  days  after the  adoption  of such  Regulatory  Change,
     Borrower  shall pay to the Agent,  for the benefit of the relevant  Funding
     Source,  such  amounts  charged to such  Funding  Source or such amounts to
     otherwise  compensate  such Funding  Source for such increased cost or such
     reduction. In the event that the Agent fails to give Borrower notice within
     the ninety (90) day time limitation  prescribed above,  Borrower shall have
     no obligation to pay such claim for compensation hereunder.  Borrower shall
     have no obligation to pay any amount with respect to claims  accruing under
     this  Section  10.2(a)  prior  to the  90th day  preceding  written  demand
     therefor from Agent.

          (b) The  Agent  and  each  Funding  Source  agrees,  if  requested  by
     Borrower,  it will use  reasonable  efforts  (subject to the overall policy
     considerations  of such Funding  Source) to designate an alternate  lending
     office  with   respect  to  Loans   affected  by  any  of  the  matters  or
     circumstances  prescribed in Section  10.2(a) hereof in order to reduce the
     liability of Borrower or avoid the results provided thereunder,  so long as
     such  designation  is  not   disadvantageous  to  such  Funding  Source  as
     determined by such Funding  Source,  which  determination,  if made in good
     faith,  shall be conclusive and binding on all parties  hereto.  Nothing in
     this Section  10.2(b)  shall affect or postpone  any of the  obligation  of
     Borrower hereunder or any right of any Funding Source hereunder

     Section 10.3 Other Costs and Expenses.  Borrower shall pay to the Agent and
Blue Ridge on demand all reasonable costs and  out-of-pocket  expenses  actually
incurred  in  connection   with  the   preparation,   execution,   delivery  and
administration of this Agreement,  the transactions  contemplated hereby and the
other documents to be delivered  hereunder,  including without  limitation,  the
cost of Blue Ridge's  auditors  auditing the books,  records and  procedures  of
Borrower,  reasonable fees and out-of-pocket  expenses of legal counsel for Blue
Ridge and the Agent  (which such  counsel may be  employees of Blue Ridge or the
Agent)  with  respect  thereto and with  respect to advising  Blue Ridge and the
Agent as to their respective rights and remedies under this Agreement.  Borrower
shall pay to the Agent on demand any and all  reasonable  costs and  expenses of

                                                                        Page 157
                                                               Exhibit 10(i)A(4)

the  Agent  and the  Lenders,  if any,  including  reasonable  counsel  fees and
expenses,  actually  incurred  in  connection  with  the  amendment,  waiver  or
enforcement of this Agreement and the other documents delivered hereunder and in
connection  with  any  restructuring  or  workout  of  this  Agreement  or  such
documents,  or the  administration  of this Agreement  following an Amortization
Event.  Borrower shall  reimburse Blue Ridge on demand for all other  reasonable
costs and expenses actually  incurred by Blue Ridge ("Other Costs"),  including,
without limitation,  the cost of auditing Blue Ridge's books by certified public
accountants,  the cost of rating the Commercial  Paper by independent  financial
rating agencies,  and the reasonable fees and out-of-pocket  expenses of counsel
for Blue Ridge or any counsel for any  shareholder of Blue Ridge with respect to
advising Blue Ridge or such  shareholder as to matters  relating to Blue Ridge's
operations.

     Section 10.4  Allocations.  Blue Ridge shall allocate the liability for (a)
increased  costs covered by Section 10.2 arising under Funding  Agreements  that
are not specifically related solely to this Agreement ("Shared Increased Costs")
and (b) Other Costs among  Borrower  and other  Persons with whom Blue Ridge has
entered into  agreements  to purchase  interests in or finance  receivables  and
other financial assets ("Other Customers").  If any Other Costs are attributable
to Borrower and not  attributable to any Other Customer or any Shared  Increased
Costs are  attributable  to the facility  evidenced by this Agreement and not to
any Other Customers' facilities,  Borrower shall be solely liable for such Other
Costs or Shared  Increased  Costs.  However,  if Other Costs or Shared Increased
Costs  are  attributable  to  Other  Customers  and  their  facilities  but  not
attributable to Borrower or the facility  evidenced hereby,  such Other Customer
shall be solely liable for such Other Costs or Shared  Increased  Costs,  as the
case may be. All allocations to be made pursuant to the foregoing  provisions of
this Article X shall be made by Blue Ridge in its sole  discretion  and shall be
binding on Borrower and the Servicer.

                                  ARTICLE XI.
                                   THE AGENT

     Section 11.1  Authorization  and Action.  Each Lender hereby designates and
appoints Wachovia to act as its agent under the Transaction  Documents and under
the Liquidity Agreement,  and authorizes the Agent to take such actions as agent
on its behalf and to exercise  such powers as are  delegated to the Agent by the
terms of the Liquidity  Agreement or the  Transaction  Documents,  together with
such powers as are reasonably  incidental thereto.  The Agent shall not have any
duties or  responsibilities,  except those  expressly set forth in the Liquidity
Agreement or in any Transaction Document, or any fiduciary relationship with any
Lender,  and  no  implied  covenants,   functions,   responsibilities,   duties,
obligations  or  liabilities  on the part of the  Agent  shall be read  into the
Liquidity  Agreement  or any  Transaction  Document or  otherwise  exist for the
Agent. In performing its functions and duties under the Liquidity  Agreement and
the Transaction  Documents,  the Agent shall act solely as agent for the Lenders
and does not  assume  nor shall be  deemed to have  assumed  any  obligation  or
relationship  of trust or agency  with or for any Loan Party or any of such Loan
Party's  successors  or  assigns.  The Agent  shall not be  required to take any
action that  exposes the Agent to personal  liability or that is contrary to the
Liquidity  Agreement  or  any  Transaction   Document  or  applicable  law.  The

                                                                        Page 158
                                                               Exhibit 10(i)A(4)

appointment  and  authority  of the Agent  hereunder  shall  terminate  upon the
indefeasible  payment in full of all Obligations.  Each Lender hereby authorizes
the Agent to  execute  each of the UCC  financing  statements,  each  Collection
Account  Agreement on behalf of such Lender (the terms of which shall be binding
on such Lender).

     Section 11.2 Delegation of Duties.  The Agent may execute any of its duties
under the Liquidity Agreement and each Transaction Document by or through agents
or  attorneys-in-fact  and shall be entitled to advice of counsel concerning all
matters  pertaining to such duties.  The Agent shall not be responsible  for the
negligence or misconduct of any agents or attorneys-in-fact  selected by it with
reasonable care.

     Section  11.3  Exculpatory  Provisions.  Neither  the  Agent nor any of its
directors,  officers,  agents or  employees  shall be (i)  liable for any action
lawfully taken or omitted to be taken by it or them under or in connection  with
the Liquidity  Agreement or any Transaction  Document  (except for its, their or
such Person's own gross negligence or willful  misconduct),  or (ii) responsible
in  any  manner  to  any  of  the   Lenders   for  any   recitals,   statements,
representations  or warranties made by any Loan Party contained in the Liquidity
Agreement,  any Transaction  Document or any certificate,  report,  statement or
other  document  referred  to or  provided  for  in,  or  received  under  or in
connection  with,  any  Transaction   Document  or  for  the  value,   validity,
effectiveness,  genuineness,  enforceability  or  sufficiency  of the  Liquidity
Agreement  or any  Transaction  Document  or any  other  document  furnished  in
connection  therewith,  or for any  failure  of any Loan  Party to  perform  its
obligations  under any  Transaction  Document,  or for the  satisfaction  of any
condition specified in Article VI, or for the perfection,  priority,  condition,
value or sufficiency of any collateral pledged in connection herewith. The Agent
shall not be under any obligation to any Lender to ascertain or to inquire as to
the observance or  performance  of any of the agreements or covenants  contained
in, or conditions of, any  Transaction  Document,  or to inspect the properties,
books or  records  of the Loan  Parties.  The Agent  shall not be deemed to have
knowledge of any Amortization  Event or Unmatured  Amortization Event unless the
Agent has received notice from a Loan Party or a Lender.

     Section 11.4 Reliance by Agent. The Agent shall in all cases be entitled to
rely, and shall be fully protected in relying, upon any document or conversation
believed by it to be genuine and correct and to have been  signed,  sent or made
by the proper Person or Persons and upon advice and  statements of legal counsel
(including,  without limitation,  counsel to Borrower),  independent accountants
and other experts  selected by the Agent.  The Agent shall in all cases be fully
justified  in  failing  or  refusing  to take any  action  under  the  Liquidity
Agreement or any Transaction  Document unless it shall first receive such advice
or  concurrence  of Blue  Ridge or the  Required  Liquidity  Banks or all of the
Lenders,  as  applicable,  as  it  deems  appropriate  and  it  shall  first  be
indemnified to its  satisfaction by the Lenders,  provided that unless and until
the Agent shall have  received  such advice,  the Agent may take or refrain from
taking any action,  as the Agent shall deem  advisable and in the best interests
of the Lenders. The Agent shall in all cases be fully protected in acting, or in
refraining  from  acting,  in  accordance  with a request  of Blue  Ridge or the
Required Liquidity Banks or all of the Lenders, as applicable,  and such request
and any action  taken or failure to act pursuant  thereto  shall be binding upon
all the Lenders.

                                                                        Page 159
                                                               Exhibit 10(i)A(4)


     Section 11.5 Non-Reliance on Agent and Other Lenders. Each Lender expressly
acknowledges  that  neither  the  Agent,  nor  any of its  officers,  directors,
employees, agents,  attorneys-in-fact or affiliates has made any representations
or warranties  to it and that no act by the Agent  hereafter  taken,  including,
without limitation, any review of the affairs of any Loan Party, shall be deemed
to  constitute  any  representation  or  warranty  by  the  Agent.  Each  Lender
represents  and  warrants to the Agent that it has and will,  independently  and
without  reliance upon the Agent or any other Lender and based on such documents
and  information  as it has deemed  appropriate,  made its own  appraisal of and
investigation into the business, operations,  property, prospects, financial and
other conditions and  creditworthiness  of Borrower and made its own decision to
enter into the  Liquidity  Agreement,  the  Transaction  Documents and all other
documents related thereto.

     Section 11.6 Reimbursement and  Indemnification.  The Liquidity Banks agree
to reimburse and indemnify  the Agent and its  officers,  directors,  employees,
representatives  and agents ratably  according to their Pro Rata Shares,  to the
extent not paid or  reimbursed by the Loan Parties (i) for any amounts for which
the Agent,  acting in its capacity as Agent, is entitled to reimbursement by the
Loan Parties hereunder and (ii) for any other expenses incurred by the Agent, in
its capacity as Agent and acting on behalf of the Lenders,  in  connection  with
the  administration   and  enforcement  of  the  Liquidity   Agreement  and  the
Transaction Documents.

     Section 11.7 Agent in its Individual Capacity. The Agent and its Affiliates
may make loans to,  accept  deposits  from and  generally  engage in any kind of
business with Borrower or any Affiliate of Borrower as though the Agent were not
the Agent  hereunder.  With  respect  to the  making of Loans  pursuant  to this
Agreement,  the Agent shall have the same rights and powers under the  Liquidity
Agreement and this  Agreement in its  individual  capacity as any Lender and may
exercise  the same as though  it were not the  Agent,  and the terms  "Liquidity
Bank," "Lender,"  "Liquidity Banks" and "Lenders" shall include the Agent in its
individual capacity.

     Section 11.8 Successor Agent. The Agent,  upon five (5) days' notice to the
Loan Parties and the Lenders,  may voluntarily  resign and may be removed at any
time, with or without cause, by the Required Liquidity Banks; provided, however,
that Wachovia  shall not  voluntarily  resign as the Agent so long as any of the
Liquidity  Commitments remain in effect or Blue Ridge has any outstanding Loans.
If the Agent (other than  Wachovia)  shall  voluntarily  resign or be removed as
Agent  under this  Agreement,  then the  Required  Liquidity  Banks  during such
five-day  period  shall  appoint,  with the consent of  Borrower  from among the
remaining  Liquidity  Banks, a successor  Agent,  whereupon such successor Agent
shall succeed to the rights, powers and duties of the Agent and the term "Agent"
shall mean such successor agent, effective upon its appointment,  and the former
Agent's  rights,  powers and duties as Agent  shall be  terminated,  without any
other  or  further  act or deed on the part of such  former  Agent or any of the
parties to this  Agreement.  Upon  resignation  or  replacement  of any Agent in
accordance  with this Section 11.8,  the retiring Agent shall execute such UCC-3
assignments  and  amendments,  and  assignments  and amendments of the Liquidity
Agreement and the Transaction  Documents,  as may be necessary to give effect to
its replacement by a successor  Agent.  After any retiring  Agent's  resignation
hereunder as Agent,  the provisions of this Article XI and Article X shall inure

                                                                        Page 160
                                                               Exhibit 10(i)A(4)

to its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement.

                                  ARTICLE XII.
                           ASSIGNMENTS; PARTICIPATIONS

     Section 12.1 Assignments.

          (a) Each of the Agent, the Loan Parties and the Liquidity Banks hereby
     agrees and consents to the complete or partial  assignment by Blue Ridge of
     all  or  any  portion  of its  rights  under,  interest  in,  title  to and
     obligations  under this  Agreement to the Liquidity  Banks  pursuant to the
     Liquidity Agreement.

          (b) Any Liquidity Bank may at any time and from time to time assign to
     one or more Eligible Assignees (each, a "Purchasing Liquidity Bank") all or
     any part of its rights and obligations under this Agreement  pursuant to an
     assignment  agreement  substantially  in the form set forth in Exhibit  VII
     hereto (an "Assignment  Agreement")  executed by such Purchasing  Liquidity
     Bank  and  such  selling  Liquidity  Bank;  provided,   however,  that  any
     assignment of a Liquidity  Bank's rights and  obligations  hereunder  shall
     include a pro rata  assignment  of its  rights  and  obligations  under the
     Liquidity  Agreement.  The consent of Blue Ridge (and,  if no  Amortization
     Event  then  exists,  Borrower,  which  consent  shall not be  unreasonably
     withheld or delayed)  shall be required prior to the  effectiveness  of any
     such assignment.  Each assignee of a Liquidity Bank must (i) be an Eligible
     Assignee  and (ii) agree to deliver to the Agent,  promptly  following  any
     request therefor by the Agent or Blue Ridge, an  enforceability  opinion in
     form and substance  satisfactory to the Agent and Blue Ridge. Upon delivery
     of an executed  Assignment  Agreement to the Agent,  such selling Liquidity
     Bank  shall be  released  from its  obligations  hereunder  and  under  the
     Liquidity  Agreement  to the  extent  of such  assignment.  Thereafter  the
     Purchasing  Liquidity Bank shall for all purposes be a Liquidity Bank party
     to this Agreement and the Liquidity Agreement and shall have all the rights
     and  obligations  of a Liquidity  Bank hereunder and thereunder to the same
     extent as if it were an  original  party  hereto and thereto and no further
     consent or action by Borrower,  the Lenders or the Agent shall be required.
     Agent shall give Borrower and NSI Georgia  prior notice of each  assignment
     made under this Section.

          (c) Each of the Liquidity Banks agrees that in the event that it shall
     suffer a Downgrading Event, such Downgraded Liquidity Bank shall be obliged
     to notify the Agent, Borrower and NSI Georgia thereof and shall be obliged,
     at the  request  of Blue  Ridge  or the  Agent,  to (i)  collateralize  its
     Commitment  and its  Liquidity  Commitment  in a manner  acceptable  to the
     Agent, or (ii) assign all of its rights and obligations hereunder and under
     the Liquidity Agreement to an Eligible Assignee nominated by the Agent or a
     Loan Party and acceptable to Blue Ridge (and, if no Amortization Event then
     exists,  Borrower,  which  consent  shall not be  unreasonably  withheld or
     delayed) and willing to  participate  in this  Agreement  and the Liquidity
     Agreement  through  the  Liquidity  Termination  Date in the  place of such
     Downgraded  Liquidity  Bank;  provided that the  Downgraded  Liquidity Bank
     receives payment in full, pursuant to an Assignment Agreement, of an amount

                                                                        Page 161
                                                               Exhibit 10(i)A(4)

     equal to such Liquidity  Bank's Pro Rata Share of the Obligations  owing to
     the Liquidity Banks.

          (d) No Loan Party may assign  any of its rights or  obligations  under
     this Agreement  without the prior written  consent of the Agent and each of
     the Lenders and without satisfying the Rating Agency Condition.

     Section 12.2 Participations. Any Liquidity Bank may, in the ordinary course
of its business at any time sell to one or more Persons (each, a  "Participant")
participating  interests in its Pro Rata Share of the Aggregate Commitment,  its
Loans,  its Liquidity  Commitment or any other  interest of such  Liquidity Bank
hereunder or under the Liquidity  Agreement.  Notwithstanding any such sale by a
Liquidity  Bank of a  participating  interest to a  Participant,  such Liquidity
Bank's rights and obligations  under this Agreement and the Liquidity  Agreement
shall remain unchanged,  such Liquidity Bank shall remain solely responsible for
the performance of its obligations  hereunder and under the Liquidity Agreement,
and the Loan Parties, Blue Ridge and the Agent shall continue to deal solely and
directly with such  Liquidity  Bank in  connection  with such  Liquidity  Bank's
rights and obligations  under this Agreement and the Liquidity  Agreement.  Each
Liquidity  Bank agrees that any agreement  between such  Liquidity  Bank and any
such  Participant in respect of such  participating  interest shall not restrict
such  Liquidity  Bank's right to agree to any amendment,  supplement,  waiver or
modification to this Agreement, except for any amendment,  supplement, waiver or
modification described in Section 14.1(b)(i).


                                 ARTICLE XIII.
                                SECURITY INTEREST

     Section  13.1 Grant of Security  Interest.  To secure the due and  punctual
payment of the Obligations,  whether now or hereafter existing, due or to become
due,  direct  or  indirect,  or  absolute  or  contingent,   including,  without
limitation,  all  Indemnified  Amounts,  in each case pro rata  according to the
respective amounts thereof, Borrower hereby grants to the Agent, for the benefit
of the Secured Parties,  a security interest in, all of Borrower's right,  title
and interest,  whether now owned and existing or hereafter arising in and to all
of the Receivables,  the Related  Security,  the Collections and all proceeds of
the foregoing (collectively, the "Collateral").

     Section  13.2  Termination  after Final  Payout  Date.  Each of the Secured
Parties hereby authorizes the Agent, and the Agent hereby agrees, promptly after
the Final  Payout Date to execute and deliver to Borrower  such UCC  termination
statements as may be necessary to terminate the Agent's security interest in and
Lien upon the Collateral, all at Borrower's expense. Upon the Final Payout Date,
all right,  title and interest of the Agent and the other Secured Parties in and
to the Collateral shall terminate.

                                                                        Page 162
                                                               Exhibit 10(i)A(4)


                                  ARTICLE XIV.
                                  MISCELLANEOUS

     Section 14.1 Waivers and Amendments.

          (a) No  failure  or delay on the part of the  Agent or any  Lender  in
     exercising any power, right or remedy under this Agreement shall operate as
     a waiver  thereof,  nor shall any  single or partial  exercise  of any such
     power,  right or remedy preclude any other further  exercise thereof or the
     exercise  of any other  power,  right or remedy.  The  rights and  remedies
     herein  provided  shall be  cumulative  and  nonexclusive  of any rights or
     remedies  provided by law. Any waiver of this Agreement  shall be effective
     only in the specific instance and for the specific purpose for which given.

          (b) No  provision  of this  Agreement  may be  amended,  supplemented,
     modified or waived except in writing in accordance  with the  provisions of
     this Section 14.1(b).  Blue Ridge, Borrower and the Agent, at the direction
     of the Required  Liquidity Banks,  may enter into written  modifications or
     waivers of any provisions of this  Agreement,  provided,  however,  that no
     such modification or waiver shall:

               (i) without the consent of each affected  Lender,  (A) extend the
          Liquidity  Termination  Date or the date of any  payment or deposit of
          Collections by Borrower or the Servicer, (B) reduce the rate or extend
          the time of payment of Interest or any CP Costs (or any  component  of
          Interest or CP Costs), (C) reduce any fee payable to the Agent for the
          benefit of the  Lenders,  (D) except  pursuant  to Article XII hereof,
          change the amount of the principal of any Lender, any Liquidity Bank's
          Pro Rata Share or any Liquidity Bank's Commitment,  (E) amend,  modify
          or waive any provision of the definition of Required  Liquidity  Banks
          or this Section  14.1(b),  (F) consent to or permit the  assignment or
          transfer by Borrower of any of its rights and  obligations  under this
          Agreement,  (G) change the definition of "Eligible  Receivable," "Loss
          Reserve,"  "Dilution Reserve," "Yield Reserve,"  "Servicing  Reserve,"
          "Servicing Fee Rate," "Required  Reserve" or "Required  Reserve Factor
          Floor" or (H) amend or modify any defined  term (or any  defined  term
          used  directly or indirectly in such defined term) used in clauses (A)
          through (G) above in a manner that would  circumvent  the intention of
          the restrictions set forth in such clauses; or

               (ii) without the written consent of the then Agent, amend, modify
          or waive any provision of this  Agreement if the effect  thereof is to
          affect the rights or duties of such Agent,

          and any  material  amendment,  waiver  or other  modification  of this
          Agreement shall require  satisfaction of the Rating Agency  Condition.
          Notwithstanding  the  foregoing,   (i)  without  the  consent  of  the
          Liquidity Banks, but with the consent of Borrower, the Agent may amend
          this  Agreement  solely to add additional  Persons as Liquidity  Banks
          hereunder and (ii) the Agent,  the Required  Liquidity  Banks and Blue
          Ridge  may  enter  into  amendments  to  modify  any of the  terms  or
          provisions  of Article XI,  Article  XII,  Section  14.13 or any other
          provision of this Agreement without the consent of Borrower,  provided
          that  such  amendment  has  no  negative  impact  upon  Borrower.  Any

                                                                        Page 163
                                                               Exhibit 10(i)A(4)

          modification or waiver made in accordance with this Section 14.1 shall
          apply  to each of the  Lenders  equally  and  shall  be  binding  upon
          Borrower, the Lenders and the Agent.

     Section  14.2  Notices.  Except  as  provided  in this  Section  14.2,  all
communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and
shall be given to the other  parties  hereto at their  respective  addresses  or
telecopy  numbers  set forth on the  signature  pages  hereof  or at such  other
address or telecopy number as such Person may hereafter  specify for the purpose
of  notice  to each of the  other  parties  hereto.  Each  such  notice or other
communication  shall be  effective  (i) if given by  telecopy,  upon the receipt
thereof,  (ii) if given by mail,  three (3)  Business  Days  after the time such
communication is deposited in the mail with first class postage prepaid or (iii)
if given by any other  means,  when  received at the address  specified  in this
Section  14.2.  Borrower  hereby  authorizes  the Agent to effect  Advances  and
Interest Period and Interest Rate selections based on telephonic notices made by
any  Person  whom the  Agent in good  faith  believes  to be acting on behalf of
Borrower.   Borrower  agrees  to  deliver   promptly  to  the  Agent  a  written
confirmation  of each  telephonic  notice  signed by an  authorized  officer  of
Borrower;  provided,  however, the absence of such confirmation shall not affect
the validity of such notice. If the written confirmation differs from the action
taken by the Agent, the records of the Agent shall govern absent manifest error.

     Section  14.3  Ratable  Payments.  If any  Lender,  whether  by  setoff  or
otherwise, has payment made to it with respect to any portion of the Obligations
owing to such Lender (other than payments  received  pursuant to Section 10.2 or
10.3) in a greater proportion than that received by any other Lender entitled to
receive a ratable share of such Obligations,  such Lender agrees,  promptly upon
demand,  to  purchase  for cash  without  recourse or warranty a portion of such
Obligations  held by the other  Lenders so that after such  purchase each Lender
will hold its ratable  proportion of such  Obligations;  provided that if all or
any portion of such excess amount is thereafter recovered from such Lender, such
purchase  shall be rescinded  and the purchase  price  restored to the extent of
such recovery, but without interest.

     Section 14.4 Protection of Agent's Security Interest.

          (a) Borrower  agrees that from time to time,  at its expense,  it will
     promptly  execute and deliver all instruments  and documents,  and take all
     actions,  that  may be  necessary  or  desirable,  or that  the  Agent  may
     reasonably request, to perfect,  protect or more fully evidence the Agent's
     security interest in the Collateral,  or to enable the Agent or the Lenders
     to exercise and enforce  their rights and remedies  hereunder.  At any time
     after the occurrence and during the continuation of an Amortization  Event,
     the Agent may, or the Agent may direct  Borrower or the Servicer to, notify
     the Obligors of  Receivables,  at Borrower's  expense,  of the ownership or
     security  interests of the Lenders under this Agreement and may also direct
     that  payments  of all  amounts  due or that  become  due  under any or all
     Receivables be made directly to the Agent or its designee.  Borrower or the
     Servicer  (as  applicable)  shall,  at any Lender's  request,  withhold the
     identity of such Lender in any such notification.

                                                                        Page 164
                                                               Exhibit 10(i)A(4)


          (b) If  any  Loan  Party  fails  to  perform  any  of its  obligations
     hereunder,  the Agent or any  Lender  may (but  shall not be  required  to)
     perform, or cause performance of, such obligations, and the Agent's or such
     Lender's  actual and reasonable  costs and expenses  incurred in connection
     therewith  shall be payable by Borrower as provided in Section  10.3.  Each
     Loan Party  irrevocably  authorizes  the Agent at any time and from time to
     time in the sole  discretion  of the Agent,  and  appoints the Agent as its
     attorney-in-fact,  to act on behalf of such Loan  Party (i) to  execute  on
     behalf of Borrower as debtor and to file financing  statements necessary or
     desirable in the Agent's  reasonable opinion to perfect and to maintain the
     perfection  and priority of the interest of the Lenders in the  Receivables
     and  (ii) to file a  carbon,  photographic  or other  reproduction  of this
     Agreement or any financing  statement with respect to the  Receivables as a
     financing  statement in such offices as the Agent in its reasonable opinion
     deems  necessary or desirable to perfect and to maintain the perfection and
     priority  of the  Agent's  security  interest  in the  Collateral,  for the
     benefit  of the  Secured  Parties.  This  appointment  is  coupled  with an
     interest and is irrevocable.

     Section 14.5 Confidentiality.

          (a) Each Loan Party and each  Lender  shall  maintain  and shall cause
     each  of  its   employees,   officers  and   Affiliates   to  maintain  the
     confidentiality of the Fee Letter and the other confidential or proprietary
     information  with respect to the Agent and Blue Ridge and their  respective
     businesses  obtained  by it or them in  connection  with  the  structuring,
     negotiating and execution of the transactions  contemplated herein,  except
     that such Loan Party and such Lender and its  officers  and  employees  may
     disclose such  information to such Loan Party's and such Lender's  external
     consultants,  accountants  and attorneys and as required by any  applicable
     law,  rule  or  regulation  or  order  of any  judicial  or  administrative
     proceeding or to enforce its rights under the Transaction Documents.

          (b) Unless otherwise  agreed to in writing by the Parent,  each Lender
     and  the  Agent  hereby   agrees  to  keep  all   Proprietary   Information
     confidential  and not to disclose or reveal any Proprietary  Information to
     any  Person  other  than  its  (or  its  Affiliates)  directors,  officers,
     employees,   agents  or   representatives   who  reasonably   require  such
     information in connection with their  activities  concerning this Agreement
     or  the  transactions  contemplated  hereby  and  to  actual  or  potential
     Participants  or  Purchasing   Liquidity   Banks,  and  then  only  upon  a
     confidential basis in any such case; provided,  however,  that the Agent or
     any Lender may disclose  Proprietary  Information:  (i) to the Agent or any
     other Lender, (ii) to the extent reasonably required in connection with any
     litigation to which the Agent,  any Lender or their  respective  Affiliates
     may be a party, (iii) to the extent reasonably  required in connection with
     the  exercise  of any remedy  hereunder,  (iv) as  required  by law,  rule,
     regulation,  direction, request or order of any judicial, administrative or
     regulatory  authority  or  proceedings  (whether or not having the force or
     effect of law), (v) to its attorneys, accountants or other consultants (but
     only on a confidential basis), (vi) to bank regulatory authorities or other
     governmental  authorities  and (vii) by Blue  Ridge to any  rating  agency,
     commercial  paper  dealer,  or provider of a surety,  guaranty or credit or
     liquidity enhancement to Blue Ridge which has agreed in writing to be bound
     by the provisions of this Section 14.5.

                                                                        Page 165
                                                               Exhibit 10(i)A(4)


     Section 14.6 Bankruptcy  Petition.  Borrower,  the Servicer,  the Agent and
each Liquidity Bank hereby  covenants and agrees that, prior to the date that is
one  year  and one day  after  the  payment  in full of all  outstanding  senior
indebtedness  of Blue Ridge,  it will not institute  against,  or join any other
Person  in  instituting  against,  Blue  Ridge any  bankruptcy,  reorganization,
arrangement,  insolvency or liquidation  proceedings or other similar proceeding
under the laws of the United States or any state of the United States.

     Section  14.7  Limitation  of  Liability.  Except with respect to any claim
arising out of the willful  misconduct or gross  negligence  of Blue Ridge,  the
Agent or any Liquidity Bank, no claim may be made by any Loan Party or any other
Person against Blue Ridge,  the Agent or any Liquidity Bank or their  respective
Affiliates, directors, officers, employees, attorneys or agents for any special,
indirect,  consequential  or punitive damages in respect of any claim for breach
of contract or any other  theory of  liability  arising out of or related to the
transactions  contemplated  by this  Agreement,  or any act,  omission  or event
occurring in connection therewith;  and each Loan Party hereby waives, releases,
and  agrees  not to sue upon any  claim  for any such  damages,  whether  or not
accrued and whether or not known or suspected to exist in its favor.

     Section 14.8 CHOICE OF LAW. THIS AGREEMENT  SHALL BE GOVERNED AND CONSTRUED
IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF  GEORGIA,  without  regard to the
principles  of  conflicts  of laws  thereof  (except  in the  case of the  other
Transaction  Documents,  to the extent  otherwise  expressly stated therein) AND
EXCEPT TO THE EXTENT THAT THE  PERFECTION OF THE OWNERSHIP  INTEREST OF BORROWER
OR THE SECURITY  INTEREST OF THE AGENT,  FOR THE BENEFIT OF THE SECURED PARTIES,
IN ANY OF THE  COLLATERAL IS GOVERNED BY THE LAWS OF A  JURISDICTION  OTHER THAN
THE STATE OF GEORGIA.

     Section 14.9 CONSENT TO  JURISDICTION.  EACH PARTY TO THIS AGREEMENT HEREBY
IRREVOCABLY  SUBMITS TO THE  NON-EXCLUSIVE  JURISDICTION  OF ANY  UNITED  STATES
FEDERAL OR NEW YORK STATE COURT SITTING IN FULTON COUNTY, GEORGIA, IN ANY ACTION
OR  PROCEEDING  ARISING  OUT OF OR RELATING TO THIS  AGREEMENT  OR ANY  DOCUMENT
EXECUTED BY SUCH PERSON PURSUANT TO THIS  AGREEMENT,  AND EACH SUCH PARTY HEREBY
IRREVOCABLY  AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION
IT MAY NOW OR  HEREAFTER  HAVE AS TO THE  VENUE  OF ANY  SUCH  SUIT,  ACTION  OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT  FORUM.
NOTHING  HEREIN  SHALL  LIMIT  THE  RIGHT OF THE  AGENT OR ANY  LENDER  TO BRING
PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION.  ANY
JUDICIAL  PROCEEDING  BY ANY LOAN PARTY  AGAINST  THE AGENT OR ANY LENDER OR ANY
AFFILIATE  OF THE AGENT OR ANY LENDER  INVOLVING,  DIRECTLY OR  INDIRECTLY,  ANY
MATTER IN ANY WAY ARISING OUT OF,  RELATED TO, OR CONNECTED  WITH THIS AGREEMENT

                                                                        Page 166
                                                               Exhibit 10(i)A(4)

OR ANY DOCUMENT  EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS AGREEMENT SHALL BE
BROUGHT ONLY IN A COURT IN FULTON COUNTY, GEORGIA.

     Section  14.10  WAIVER OF JURY TRIAL.  TO THE MAXIMUM  EXTENT  PERMITTED BY
APPLICABLE  LAW,  EACH PARTY HERETO  HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING  INVOLVING,  DIRECTLY OR INDIRECTLY,  ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS  AGREEMENT,  ANY DOCUMENT  EXECUTED BY ANY LOAN PARTY PURSUANT TO THIS
AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

     Section 14.11 Integration; Binding Effect; Survival of Terms.

          (a) This  Agreement and each other  Transaction  Document  contain the
     final and  complete  integration  of all prior  expressions  by the parties
     hereto with respect to the subject  matter hereof and shall  constitute the
     entire  agreement  among the  parties  hereto  with  respect to the subject
     matter hereof superseding all prior oral or written understandings.

          (b) This  Agreement  shall be binding upon and inure to the benefit of
     the parties hereto and their  respective  successors and permitted  assigns
     (including  any trustee in  bankruptcy).  This  Agreement  shall create and
     constitute the  continuing  obligations of the parties hereto in accordance
     with its terms and shall remain in full force and effect  until  terminated
     in  accordance  with its  terms;  provided,  however,  that the  rights and
     remedies with respect to (i) any breach of any  representation and warranty
     made by any Loan Party pursuant to Article V, (ii) the  indemnification and
     payment  provisions  of  Article  X, and  Sections  14.5 and 14.6  shall be
     continuing and shall survive any termination of this Agreement.

     Section  14.12  Counterparts;   Severability;   Section  References.   This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts,  each of which when so executed shall be deemed
to be an original and all of which when taken together shall  constitute one and
the same Agreement.  Delivery of an executed  counterpart of a signature page to
this  Agreement  by  telecopier  shall be  effective  as  delivery of a manually
executed  counterpart of a signature page to this  Agreement.  Any provisions of
this Agreement which are prohibited or unenforceable in any jurisdiction  shall,
as to such  jurisdiction,  be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.  Unless otherwise
expressly indicated,  all references herein to "Article,"  "Section," "Schedule"
or "Exhibit" shall mean articles and sections of, and schedules and exhibits to,
this Agreement.

                                                                        Page 167
                                                               Exhibit 10(i)A(4)


     Section 14.13 Wachovia Roles. Each of the Liquidity Banks acknowledges that
Wachovia  acts, or may in the future act: (i) as  administrative  agent for Blue
Ridge or any  Liquidity  Bank,  (ii) as an  issuing  and  paying  agent  for the
Commercial  Paper,  (iii) to provide  credit or  liquidity  enhancement  for the
timely payment for the Commercial  Paper,  and/or (iv) to provide other services
from  time to time  for Blue  Ridge or any  Liquidity  Bank  (collectively,  the
"Wachovia  Roles").  Without limiting the generality of this Section 14.13, each
Liquidity  Bank hereby  acknowledges  and consents to any and all Wachovia Roles
and agrees that in  connection  with any Wachovia  Role,  Wachovia may take,  or
refrain from taking,  any action that it, in its discretion,  deems appropriate,
including,  without  limitation,  in its role as  administrative  agent for Blue
Ridge,  and the  giving  of  notice  of a  mandatory  purchase  pursuant  to the
Liquidity Agreement.

     Section 14.14 Interest.  In no event shall the amount of interest,  and all
charges,  amounts or fees contracted for, charged or collected  pursuant to this
Agreement or the other  Transaction  Documents  and deemed to be interest  under
applicable law  (collectively,  "Interest  Amounts" ) exceed the highest rate of
interest  allowed by applicable law (the "Maximum  Rate"),  and in the event any
such payment is inadvertently received by Blue Ridge or any Liquidity Bank, then
the excess  sum (the  "Excess")  shall be  credited  as a payment of  principal,
unless the relevant  Borrower shall notify the  applicable  recipient in writing
that it elects to have the Excess returned  forthwith.  It is the express intent
hereof that Borrower not pay and Blue Ridge and the Liquidity Banks not receive,
directly  or  indirectly  in any manner  whatsoever,  interest in excess of that
which may legally be paid by such Borrower  under  applicable  law. The right to
accelerate maturity of any of the Loans does not include the right to accelerate
any interest  that has not otherwise  accrued on the date of such  acceleration,
and the Agent and the  Liquidity  Banks do not  intend to collect  any  unearned
interest in the event of any such acceleration.  All monies paid to the Agent or
the Liquidity Banks hereunder or under any of the other  Transaction  Documents,
whether at  maturity  or by  prepayment,  shall be subject to rebate of unearned
interest as and to the extent  required by  applicable  law. By the execution of
this Agreement, Borrower covenants, to the fullest extent permitted by law, that
(i) the  credit or return of any  Excess  shall  constitute  the  acceptance  by
Borrower of such Excess,  and (ii)  Borrower  shall not seek or pursue any other
remedy,  legal or equitable,  against the Agent or any Liquidity Bank,  based in
whole or in part upon contracting for charging or receiving any Interest Amounts
in excess of the Maximum Rate. For the purpose of determining whether or not any
Excess  has  been  contracted  for,  charged  or  received  by the  Agent or any
Liquidity  Bank, all interest at any time  contracted  for,  charged or received
from  such  Borrower  in  connection  with  this  Agreement  or any of the other
Transaction  Documents  shall,  to the extent  permitted by  applicable  law, be
amortized,  prorated,  allocated and spread in equal parts  throughout  the full
term of the Commitments.  Borrower,  the Agent and each Liquidity Bank shall, to
the  maximum  extent  permitted  under  applicable  law,  (i)  characterize  any
non-principal  payment as an  expense,  fee or premium  rather  than as Interest
Amounts and (ii) exclude  voluntary  prepayments  and the effects  thereof.  The
provisions of this Section shall be deemed to be  incorporated  into each of the
other  Transaction  Documents  (whether or not any  provision of this Section is
referred to therein). All such Transaction Documents and communications relating
to any  Interest  Amounts  owed by Borrower  and all  figures set forth  therein
shall, for the sole purpose of computing the extent of obligations hereunder and
under the other Transaction  Documents be automatically  recomputed by Borrower,

                                                                        Page 168
                                                               Exhibit 10(i)A(4)

and by any court  considering  the same,  to give effect to the  adjustments  or
credits required by this Section.

     Section  14.15  Source  of  Funds  --  ERISA.  Each of Blue  Ridge  and the
Liquidity Banks hereby  severally (and not jointly)  represents to Borrower that
no part of the funds to be used by it to fund the Loans  hereunder  from time to
time constitutes (i) assets  allocated to any separate account  maintained by it
in which any employee  benefit plan (or its related  trust) has any interest nor
(ii) any other assets of any employee benefit plan. As used in this Section, the
terms "employee  benefit plan" and "separate  account" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

                                             {signature pages follow}


                                                                        Page 169
                                                               Exhibit 10(i)A(4)



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.


NSI Funding, Inc., A DELAWARE CORPORATION


By:_______________________________________

Name:
Title:

Address:

NSI Funding, Inc.
NSI Center
1420 Peachtree Street, Suite 832
Atlanta, Georgia  30309

Attention:  General Counsel

Phone:   (404) 853-1440
Fax:     (404) 853-1015


National Service Industries, Inc., A GEORGIA CORPORATION, AS SERVICER


By:_______________________________________

Name:
Title:

Address:
National Service Industries, Inc.
NSI Center
1420 Peachtree Street
Atlanta, Georgia  30309

Attention: Treasurer

Fax No.:          (404) 853-1330
Telephone No.:    (404) 853-1368



                                                                        Page 170
                                                               Exhibit 10(i)A(4)



BLUE RIDGE ASSET FUNDING CORPORATION

BY:  WACHOVIA BANK, N.A., ITS ATTORNEY-IN-FACT


By:  __________________________________
         Name:
         Title:

         Address:
         Blue Ridge Asset Funding Corporation
         100 North Main Street
         Winston-Salem, NC 27150

         Attention:  John Dillon

         Phone:   (336) 732-2690
         Fax:              (336) 732-5021

         With a copy to:

         Blue Ridge Asset Funding Corporation
         c/o AMACAR Group, L.L.C.
         6525 Morrison Blvd., Suite 318
         Charlotte, North Carolina 28211
         Attention:  Douglas K.  Johnson

         Phone:  (704) 365-0569
         Fax:      (704) 365-1362

                                                                        Page 171
                                                               Exhibit 10(i)A(4)


WACHOVIA BANK, N.A., as a Liquidity Bank and as Agent


By:__________________________________________________

Name:
Title:

Address:
Wachovia Bank, N.A.
191 Peachtree Street, 26th Floor
GA-423
Atlanta, Georgia  30303
Attention:  Elizabeth K. Wagner

Phone:   (404) 332-1398
Fax:     (404) 332-5152


                                                                        Page 172
                                                               Exhibit 10(i)A(4)


                                    EXHIBIT I

                                   DEFINITIONS


     Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings  attributed  thereto in the  Receivables  Sale  Agreement  (hereinafter
defined)  and,  if  not  defined  therein,  in  the  First-Step  Sale  Agreement
(hereinafter defined).

     In addition, as used in this Agreement,  the following terms shall have the
following  meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

          "Adjusted  Dilution  Ratio" means, at any time, the rolling average of
     the Dilution Ratio for the 12 Calculation Periods then most recently ended.

          "Advance"  means a borrowing  hereunder  consisting  of the  aggregate
     amount of the several Loans made on the same Borrowing Date.

          "Adverse   Claim"  means  a  lien,   security   interest,   charge  or
     encumbrance,  or other right or claim in, of or on any  Person's  assets or
     properties in favor of any other Person.

          "Affiliate"  means,  with  respect  to any  Person,  any other  Person
     directly  or  indirectly  controlling,  controlled  by, or under  direct or
     indirect common control with, such Person or any Subsidiary of such Person.
     A Person  shall be  deemed to  control  another  Person if the  controlling
     Person owns 20% or more of any class of voting securities of the controlled
     Person or possesses,  directly or indirectly,  the power to direct or cause
     the  direction  of the  management  or policies of the  controlled  Person,
     whether through ownership of stock, by contract or otherwise.

          "Agent" has the meaning set forth in the preamble to this Agreement.

          "Agent's  Account" means account  #8735-098787 at Wachovia Bank, N.A.,
     ABA #053100494.

          "Aggregate  Commitment"  means,  on any  date  of  determination,  the
     aggregate  amount  of  the  Liquidity  Banks'  Commitments  to  make  Loans
     hereunder. As of the date hereof, the Aggregate Commitment is $150,000,000.

          "Aggregate  Principal"  means,  on  any  date  of  determination,  the
     aggregate  outstanding principal amount of all Advances outstanding on such
     date.

          "Aggregate Reduction" has the meaning specified in Section 1.3.

          "Agreement"  means this Credit and  Security  Agreement,  as it may be
     amended or modified and in effect from time to time.

                                                                        Page 173
                                                               Exhibit 10(i)A(4)


          "Alternate  Base Rate" means for any day,  the rate per annum equal to
     the higher as of such day of (i) the Prime  Rate,  or (ii)  one-half of one
     percent  (0.50%) above the Federal Funds Rate.  For purposes of determining
     the  Alternate  Base Rate for any day,  changes  in the  Prime  Rate or the
     Federal Funds Rate shall be effective on the date of each such change.

          "Alternate  Base Rate Loan" means a Loan which  bears  interest at the
     Alternate Base Rate or the Default Rate.

          "Amortization  Date" means the  earliest to occur of (i) the  Business
     Day  immediately  prior to the  occurrence of an Event of  Bankruptcy  with
     respect to any Loan Party,  (ii) the  Business  Day  specified in a written
     notice from the Agent following the occurrence and during the  continuation
     of any other  Amortization  Event, (iii) the date which is 10 Business Days
     after the Agent's receipt of written notice from Borrower that it wishes to
     terminate  the  facility  evidenced by this  Agreement,  and (iv) April 23,
     2004.

          "Amortization Event" has the meaning specified in Article IX.

          "Applicable  Margin" means, for each Interest Period applicable to any
     Loan for which  Interest is calculated  on the basis of the LIBO Rate,  the
     greater of the following on the first day of such Interest Period:

               (a) two times the sum of (i) the Usage Fee plus (ii) the  Program
          Fee; or

               (b) the margin then applicable to borrowings under the NSI Credit
          Agreement at a London  interbank  offered rate or Eurodollar  rate, as
          the case may be.

          "Assignment Agreement" has the meaning set forth in Section 12.1(b).

          "Authorized Officer" means, with respect to any Person, its president,
     corporate controller, treasurer or chief financial officer.

          "Blue  Ridge"  has the  meaning  set  forth  in the  preamble  to this
     Agreement.

          "Borrower"  has  the  meaning  set  forth  in  the  preamble  to  this
     Agreement.

          "Borrowing  Base" means,  on any date of  determination,  the Net Pool
     Balance as of the last day of the period covered by the most recent Monthly
     Report, minus the Required Reserve as of the last day of the period covered
     by the most recent Monthly Report,  and minus Deemed  Collections that have
     occurred  since the most recent Cut-Off Date to the extent that such Deemed
     Collections exceed the Dilution Reserve.

          "Borrowing  Date"  means a  Business  Day on which an  Advance is made
     hereunder.

          "Borrowing Notice" has the meaning set forth in Section 1.2.

                                                                        Page 174
                                                               Exhibit 10(i)A(4)


          "Broken  Funding  Costs"  means for any CP Rate Loan or LIBO Rate Loan
     which: (a) in the case of a CP Rate Loan, has its principal reduced without
     compliance by Borrower with the notice requirements  hereunder,  (b) in the
     case of a CP Rate Loan or a LIBO Rate Loan,  does not become  subject to an
     Aggregate  Reduction following the delivery of any Reduction Notice, (c) in
     the case of a CP Rate Loan, is assigned under the Liquidity  Agreement,  or
     (d) in the case of a LIBO Rate Loan,  is terminated or reduced prior to the
     last day of its Interest Period,  an amount equal to the excess, if any, of
     (i) the CP Costs or Interest (as applicable) that would have accrued during
     the remainder of the Interest Periods or the tranche periods for Commercial
     Paper  determined  by the  Agent to  relate  to such  Loan (as  applicable)
     subsequent to the date of such reduction,  assignment or termination (or in
     respect  of  clause  (b)  above,  the date  such  Aggregate  Reduction  was
     designated to occur  pursuant to the Reduction  Notice) of the principal of
     such Loan if such reduction,  assignment or termination had not occurred or
     such Reduction  Notice had not been delivered,  over (ii) the sum of (x) to
     the extent all or a portion of such principal is allocated to another Loan,
     the amount of CP Costs or Interest actually accrued during the remainder of
     such period on such  principal for the new Loan, and (y) to the extent such
     principal is not allocated to another Loan,  the income,  if any,  actually
     received  during the  remainder  of such  period by the holder of such Loan
     from investing the portion of such principal not so allocated. In the event
     that the amount referred to in clause (B) exceeds the amount referred to in
     clause (A),  the  relevant  Lender or Lenders  agree to pay to Borrower the
     amount of such excess.  All Broken  Funding  Costs shall be due and payable
     hereunder upon demand.

          "Business  Day"  means any day on which  banks are not  authorized  or
     required  to  close in New  York,  New York or  Atlanta,  Georgia,  and The
     Depository  Trust  Company of New York is open for  business,  and,  if the
     applicable  Business Day relates to any  computation  or payment to be made
     with respect to the LIBO Rate, any day on which dealings in dollar deposits
     are carried on in the London interbank market.

          "Calculation Period" means a Fiscal Month.

          "Capital  Leases" means leases which are required to be capitalized in
     accordance with GAAP.

          "Change  of  Control"  means (a) a "Change  of  Control"  under and as
     defined in either the  First-Step  Sale Agreement or the  Receivables  Sale
     Agreement  shall  occur,  or (b)  NSI  Georgia  ceases  to own  100% of the
     outstanding shares of voting stock of Borrower.

          "Collateral" has the meaning set forth in Section 13.1.

          "Collection  Account"  means each  concentration  account,  depositary
     account,  lock-box  account or similar account in which any Collections are
     collected or deposited and which is listed on Exhibit IV.

          "Collection Account Agreement" means an agreement substantially in the
     form of Exhibit VI among one or both Originators, Borrower, the Agent and a
     Collection Bank.

                                                                        Page 175
                                                               Exhibit 10(i)A(4)


          "Collection  Bank" means, at any time, any of the banks holding one or
     more Collection Accounts.

          "Collection Notice" means a notice, in substantially the form of Annex
     A to Exhibit VI, from the Agent to a Collection Bank.

          "Collections"  means,  with  respect  to  any  Receivable,   all  cash
     collections  and  other  cash  proceeds  in  respect  of  such  Receivable,
     including, without limitation, all Finance Charges or other related amounts
     accruing in respect thereof and all cash proceeds of Related  Security with
     respect to such Receivable.

          "Commercial Paper" means promissory notes of Blue Ridge issued by Blue
     Ridge in the commercial paper market.

          "Commitment"  means,  for each Liquidity  Bank, the commitment of such
     Liquidity  Bank to make Loans to Borrower  hereunder  in the event the Blue
     Ridge  elects not to fund any Advance in an aggregate  principal  amount at
     any one time  outstanding  not to exceed the amount set forth opposite such
     Liquidity Bank's name on Schedule A to this Agreement.

          "Consolidated  Operating Profits" means, for any period, the Operating
     Profits of the Parent and its Consolidated Subsidiaries.

          "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  Parent  in its  consolidated  financial
     statements as of such date.

          "Contingent  Obligation" of a Person means any agreement,  undertaking
     or  arrangement  by  which  such  Person  assumes,  guarantees,   endorses,
     contingently  agrees to  purchase  or provide  funds for the payment of, or
     otherwise  becomes  or is  contingently  liable  upon,  the  obligation  or
     liability  of any other  Person,  or agrees  to  maintain  the net worth or
     working  capital  or other  financial  condition  of any other  Person,  or
     otherwise   assures  any  creditor  of  such  other  Person  against  loss,
     including,  without limitation,  any comfort letter,  operating  agreement,
     take-or-pay contract or application for a letter of credit.

          "Contract"  means,  with  respect  to  any  Receivable,  any  and  all
     instruments,  agreements, invoices or other writings pursuant to which such
     Receivable arises or which evidences such Receivable.

          "CP Costs"  means,  for each day,  the sum of (i) discount or interest
     accrued  on  Pooled  Commercial  Paper on such  day,  plus (ii) any and all
     accrued  commissions in respect of placement  agents and  Commercial  Paper
     dealers,  and issuing and paying  agent fees  incurred,  in respect of such
     Pooled  Commercial  Paper for such day,  plus (iii) other costs  associated
     with  funding  small or odd-lot  amounts  with  respect  to all  receivable
     purchase  facilities  which are funded by Pooled  Commercial Paper for such
     day, minus (iv) any accrual of income net of expenses  received on such day
     from  investment of collections  received under all receivable  purchase or
     financing  facilities  funded  substantially  with Pooled Commercial Paper,

                                                                        Page 176
                                                               Exhibit 10(i)A(4)

     minus (v) any  payment  received  on such day net of expenses in respect of
     Broken  Funding Costs (or similar  costs)  related to the prepayment of any
     investment of Blue Ridge pursuant to the terms of any  receivable  purchase
     or financing  facilities funded substantially with Pooled Commercial Paper.
     In addition to the foregoing  costs,  if Borrower shall request any Advance
     during any period of time determined by the Agent in its sole discretion to
     result in  incrementally  higher CP Costs  applicable to such Advance,  the
     principal  associated with any such Advance shall,  during such period,  be
     deemed to be funded by Blue  Ridge in a special  pool  (which  may  include
     capital associated with other receivable purchase or financing  facilities)
     for purposes of determining  such  additional CP Costs  applicable  only to
     such  special  pool and charged  each day during such period  against  such
     principal.

          "CP Rate Loan"  means,  for each Loan of Blue Ridge prior to the time,
     if any, when (i) it is refinanced with a Liquidity  Funding pursuant to the
     Liquidity  Agreement,  or (ii) the occurrence of an Amortization  Event and
     the commencement of the accrual of Interest thereon at the Default Rate.

          "Credit and  Collection  Policy"  means each  Originator's  credit and
     collection  policies and practices  relating to Contracts  and  Receivables
     existing  on  the  date  hereof  and  summarized  in  the  Exhibits  to the
     First-Step Sale Agreement and the Receivables  Sale Agreement,  as modified
     from time to time in accordance with this Agreement.

          "Cut-Off Date" means the last day of a Calculation Period.

          "Days Sales Outstanding"  means, as of any day, an amount equal to the
     product of (x) 91,  multiplied  by (y) the amount  obtained by dividing (i)
     the  aggregate  outstanding  balance of  Receivables  as of the most recent
     Cut-Off Date, by (ii) the aggregate  amount of  Receivables  created during
     the three (3) Calculation Periods including and immediately  preceding such
     Cut-Off Date.

          "Deemed  Collections"  means  Collections  deemed received by Borrower
     under Section 1.4(a).

          "Default  Horizon  Ratio"  means,  as of any Cut-Off  Date,  the ratio
     (expressed  as a decimal)  computed by  dividing  (i) the  aggregate  sales
     generated by the  Originators  during the 5 Calculation  Periods  ending on
     such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-off Date.

          "Default  Rate"  means a rate  per  annum  equal to the sum of (i) the
     Alternate  Base Rate plus (ii) 2.00%,  changing  when and as the  Alternate
     Base Rate changes.

          "Default Ratio" means, as of any Cut-Off Date, the ratio (expressed as
     a  percentage)  computed by dividing  (x) the total  amount of  Receivables
     which  became  Defaulted  Receivables  during the  Calculation  Period that
     includes  such Cut-Off Date,  by (y) the  aggregate  amount of  Receivables
     generated by the  Originators  during the  Calculation  Period  occurring 5
     months prior to the Calculation Period ending on such Cut-Off Date.

                                                                        Page 177
                                                               Exhibit 10(i)A(4)


          "Defaulted Receivable" means a Receivable: (i) as to which the Obligor
     thereof has suffered an Event of Bankruptcy;  (ii) which,  consistent  with
     the Credit and Collection Policy,  would be written off Borrower's books as
     uncollectible;  or (iii) as to which any payment, or part thereof,  remains
     unpaid for 91 days or more from the original due date for such payment.

          "Delinquency  Ratio" means, at any time, a percentage equal to (i) the
     aggregate  Outstanding  Balance  of all  Receivables  that were  Delinquent
     Receivables at such time divided by (ii) the aggregate  Outstanding Balance
     of all Receivables at such time.

          "Delinquent Receivable" means a Receivable as to which any payment, or
     part thereof,  remains unpaid for 61-90 days from the original due date for
     such payment.

          "Demand  Advance" means any advance made by Borrower to NSI Georgia at
     any time while it is acting as the  Servicer,  which advance (a) is payable
     upon demand,  (b) is not  evidenced by an  instrument,  chattel  paper or a
     certificated  security,  (c) bears interest at a market rate  determined by
     Borrower and the Servicer from time to time, (d) is not subordinated to any
     other Debt or obligation of the Servicer,  and (e) may not be offset by NSI
     Georgia  against  amounts  due and  owing  from  Borrower  to it under  its
     Subordinated Note;  provided,  however,  that no Demand Advance may be made
     after the  Facility  Termination  Date or on any date prior to the Facility
     Termination   Date  on  which  an   Amortization   Event  or  an  Unmatured
     Amortization Event exists and is continuing.

          "Dilution"  means the amount of any reduction or  cancellation  of the
     Outstanding Balance of a Receivable as described in Section 1.4(a).

          "Dilution  Horizon  Ratio"  means,  as of any  Cut-off  Date,  a ratio
     (expressed  as a decimal),  computed by dividing  (i) the  aggregate  sales
     generated by the Originators  during the Calculation  Period ending on such
     Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date.

          "Dilution  Ratio" means, as of any Cut-Off Date, a ratio (expressed as
     a  percentage),  computed by dividing  (i) the total amount of decreases in
     Outstanding  Balances due to Dilutions during the Calculation Period ending
     on such Cut-Off Date, by (ii) the  aggregate  dollar amount of  Receivables
     generated by the Originators  during the Calculation  Period ending 1-month
     prior to the Calculation Period ending on such Cut-Off Date.

          "Dilution  Reserve"  means,  for any Calculation  Period,  the product
     (expressed as a percentage) of:

               (a) the sum of (i) two (2) times the Adjusted  Dilution  Ratio as
          of the  immediately  preceding  Cut-Off  Date,  plus (ii) the Dilution
          Volatility  Component as of the  immediately  preceding  Cut-Off Date,
          times

               (b) the Dilution  Horizon Ratio as of the  immediately  preceding
          Cut-Off Date.

                                                                        Page 178
                                                               Exhibit 10(i)A(4)


          "Dilution  Volatility  Component"  means the product  (expressed  as a
     percentage) of (i) the difference  between (a) the highest three  (3)-month
     rolling average Dilution Ratio over the past 12 Calculation Periods and (b)
     the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is
     equal  to the  amount  calculated  in  (i)(a)  of this  definition  and the
     denominator  of which is equal to the amount  calculated  in (i)(b) of this
     definition.

          "Downgraded  Liquidity Bank" means a Liquidity Bank which has been the
     subject of a Downgrading Event.

          "Downgrading  Event" with  respect to any Person means the lowering of
     the rating with regard to the short-term securities of such Person to below
     (i) A-1 by S&amp;P, or (ii) P-1 by Moody's.

          "Eligible  Assignee" means a commercial bank having a combined capital
     and  surplus of at least  $250,000,000  with a rating of its (or its parent
     holding company's) short-term securities equal to or higher than (i) A-1 by
     S&amp;P and (ii) P-1 by Moody's.

          "Eligible Receivable" means, at any time, a Receivable:

               (i) the Obligor of which (a) if a natural  person,  is a resident
          of  the  United  States  or,  if  a  corporation   or  other  business
          organization,  is organized under the laws of the United States or any
          political  subdivision  thereof and has its chief executive  office in
          the United States; (b) is not an Affiliate of any of the Loan Parties;
          and (c) is not a government or a governmental subdivision or agency;

               (ii) which is not a Defaulted Receivable,

               (iii)  which is not owing  from an  Obligor as to which more than
          35% of the aggregate Outstanding Balance of all Receivables owing from
          such Obligor are Defaulted Receivables,

               (iv) which was not a Delinquent  Receivable  on the date on which
          it was acquired by Borrower from the applicable Originator,

               (v) which by its terms is due and  payable  within 60 days of the
          original  billing  date  therefor  and has not had its  payment  terms
          extended  more  than  once  (except  that  up to 5% of  the  aggregate
          Outstanding  Balance of all  Receivables may have terms payable within
          61-90 days of the original billing date therefor),

               (vi) which is an "account" within the meaning of Article 9 of the
          UCC of all applicable jurisdictions,

               (vii)  which is  denominated  and payable  only in United  States
          dollars in the United States,

                                                                        Page 179
                                                               Exhibit 10(i)A(4)


               (viii) which arises under a Contract  which,  together  with such
          Receivable,  is in full force and effect  and  constitutes  the legal,
          valid  and  binding  obligation  of the  related  Obligor  enforceable
          against such Obligor in accordance with its terms,

               (ix)  which  arises  under a Contract  which  does not  contain a
          confidentiality  provision  that  purports to restrict  the ability of
          Blue Ridge to exercise  its rights  under this  Agreement,  including,
          without limitation, its right to review the Contract,

               (x) which arises under a Contract  that contains an obligation to
          pay a specified sum of money,  contingent  only upon the sale of goods
          or the provision of services by the applicable Originator,

               (xi) which,  together with the Contract related thereto, does not
          contravene any law, rule or regulation  applicable thereto (including,
          without limitation,  any law, rule and regulation relating to truth in
          lending,  fair credit  billing,  fair credit  reporting,  equal credit
          opportunity,  fair debt  collection  practices  and  privacy) and with
          respect  to  which  no  part of the  Contract  related  thereto  is in
          violation of any such law, rule or regulation,

               (xii) which  satisfies all applicable  requirements of the Credit
          and Collection Policy,

               (xiii)  which  was  generated  in  the  ordinary  course  of  the
          applicable Originator's business,

               (xiv) which arises solely from the sale of goods or the provision
          of services to the related Obligor by the applicable  Originator,  and
          not by any other Person (in whole or in part),

               (xv) which is not subject to any dispute, counterclaim,  right of
          rescission,  set-off,  counterclaim  or any other  defense  (including
          defenses  arising out of violations  of usury laws) of the  applicable
          Obligor against the applicable  Originator or any other Adverse Claim,
          and the Obligor  thereon holds no right as against such  Originator to
          cause such  Originator to repurchase the goods or merchandise the sale
          of which shall have given rise to such Receivable (except with respect
          to sale  discounts  effected  pursuant to the  Contract,  or defective
          goods  returned  in  accordance  with  the  terms  of  the  Contract);
          provided,  however,  that if such  dispute,  offset,  counterclaim  or
          defense  affects  only a portion  of the  Outstanding  Balance of such
          Receivable,  then such Receivable may be deemed an Eligible Receivable
          to the extent of the portion of such Outstanding  Balance which is not
          so affected,  and provided,  further,  that Receivables of any Obligor
          which has any accounts  payable by the  applicable  Originator or by a
          wholly-owned  Subsidiary  of such  Originator  (thus  giving rise to a
          potential offset against such  Receivables) may be treated as Eligible
          Receivables  to the extent  that the Obligor of such  Receivables  has
          agreed  pursuant  to  a  written   agreement  in  form  and  substance
          satisfactory to the Agent,  that such Receivables shall not be subject
          to such offset,

               (xvi) as to which the  applicable  Originator  has  satisfied and
          fully  performed  all  obligations  on its part with  respect  to such
          Receivable  required to be fulfilled  by it, and no further  action is

                                                                        Page 180
                                                               Exhibit 10(i)A(4)

          required to be performed by any Person with respect thereto other than
          payment  thereon  by  the  applicable  Obligor   (excluding   warranty
          obligations for which no claim exists),

               (xvii) as to which  each of the  representations  and  warranties
          contained in Sections 5.1(g),  (i), (j), (q), (r), (s) and (t) is true
          and correct, and

               (xviii)  all right,  title and  interest to and in which has been
          validly transferred by the applicable  Originator directly to Borrower
          under and in  accordance  with the  Receivables  Sale  Agreement,  and
          Borrower has good and  marketable  title thereto free and clear of any
          Adverse Claim (other than Permitted Encumbrances).

          "Event of Bankruptcy" shall be deemed to have occurred with respect to
     a Person if either:

               (a) a case or other  proceeding  shall be commenced,  without the
          application  or consent of such  Person,  in any  court,  seeking  the
          liquidation,  reorganization,  debt arrangement,  dissolution, winding
          up,  or  composition  or  readjustment  of debts of such  Person,  the
          appointment of a trustee, receiver, custodian,  liquidator,  assignee,
          sequestrator or the like for such Person or all or  substantially  all
          of its assets, or any similar action with respect to such Person under
          any law relating to bankruptcy, insolvency, reorganization, winding up
          or  composition  or adjustment  of debts,  and such case or proceeding
          shall continue undismissed, or unstayed and in effect, for a period of
          60 consecutive  days; or an order for relief in respect of such Person
          shall be entered in an involuntary  case under the federal  bankruptcy
          laws or other similar laws now or hereafter in effect; or

               (b)  such  Person  shall  commence  a  voluntary  case  or  other
          proceeding    under    any    applicable    bankruptcy,    insolvency,
          reorganization, debt arrangement, dissolution or other similar law now
          or  hereafter in effect,  or shall  consent to the  appointment  of or
          taking possession by a receiver, liquidator,  assignee, trustee (other
          than  a  trustee   under  a  deed  of  trust,   indenture  or  similar
          instrument),  custodian, sequestrator (or other similar official) for,
          such Person or for any substantial part of its property, or shall make
          any  general  assignment  for the  benefit of  creditors,  or shall be
          adjudicated  insolvent,  or admit in writing its  inability to pay its
          debts  generally as they become due, or, if a  corporation  or similar
          entity,  its board of  directors  shall vote to  implement  any of the
          foregoing.

          "Executive   Officer"  means  any  of  the  chief  executive  officer,
     president, executive vice president or senior vice president of the Parent.

          "Facility Account" means Borrower's account no. 13690450 at Wachovia.

          "Facility  Termination  Date" means the  earlier of (i) the  Liquidity
     Termination Date and (ii) the Amortization Date.

                                                                        Page 181
                                                               Exhibit 10(i)A(4)


          "Federal  Bankruptcy  Code" means  Title 11 of the United  States Code
     entitled "Bankruptcy," as amended and any successor statute thereto.

          "Federal Funds  Effective Rate" means,  for any period,  a fluctuating
     interest  rate per annum for each day during such  period  equal to (a) the
     weighted average of the rates on overnight federal funds  transactions with
     members of the Federal Reserve System arranged by federal funds brokers, as
     published  for such day (or,  if such day is not a  Business  Day,  for the
     preceding  Business  Day) by the  Federal  Reserve  Bank of New York in the
     Composite Closing Quotations for U.S. Government Securities; or (b) if such
     rate is not so published  for any day which is a Business  Day, the average
     of the quotations at approximately  11:30 a.m. (New York time) for such day
     on such transactions received by the Agent from three federal funds brokers
     of recognized standing selected by it.

          "Fee Letter" means that certain  letter  agreement  dated as of May 2,
     2001 among  Borrower,  NSI  Georgia  and the Agent,  as it may be  amended,
     restated or otherwise modified and in effect from time to time.

          "Final Payout Date" means the date on which all Obligations  have been
     paid in full and the Aggregate Commitment has been terminated.

          "First-Step  Sale  Agreement"  means  that  certain  Receivables  Sale
     Agreement,  dated as of May 2, 2001,  between NSI Enterprises and Borrower,
     as the same may be amended,  restated or  otherwise  modified  from time to
     time.

          "Finance  Charges"  means,  with  respect to a Contract,  any finance,
     interest,  late  payment  charges  or similar  charges  owing by an Obligor
     pursuant to such Contract.

          "Fiscal Month" means any fiscal month of the Performance Guarantor.

          "Fiscal   Quarter"  means  any  fiscal  quarter  of  the   Performance
     Guarantor.

          "Fiscal Year" means any fiscal year of the Performance Guarantor.

          "Funding  Agreement"  means  (i) this  Agreement,  (ii) the  Liquidity
     Agreement  and (iii) any other  agreement  or  instrument  executed  by any
     Funding Source with or for the benefit of Blue Ridge.

          "Funding  Source" means (i) any  Liquidity  Bank or (ii) any insurance
     company,   bank  or  other  funding  entity  providing  liquidity,   credit
     enhancement or back-up purchase support or facilities to Blue Ridge.

          "GAAP" means generally accepted accounting principles in effect in the
     United States of America as of the date of this Agreement.

          "Guarantee"  by  any  Person  means  any  obligation,   contingent  or
     otherwise,   of  such  Person  directly  or  indirectly   guaranteeing  any
     Indebtedness or other  obligation of any other Person and, without limiting
     the  generality  of the  foregoing,  any  obligation,  direct or  indirect,

                                                                        Page 182
                                                               Exhibit 10(i)A(4)

     contingent or otherwise,  of such Person (i) to secure, purchase or pay (or
     advance or supply funds for the  purchase or payment of) such  Indebtedness
     or other obligation (whether arising by virtue of partnership arrangements,
     by  agreement  to  keep-well,  to purchase  assets,  goods,  securities  or
     services,  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 Indebtedness or
     other  obligation of 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.

          "Indebtedness" 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 of 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 or
     to be paid  under a letter of  credit or  similar  instrument,  (viii)  all
     Indebtedness  of  others  secured  by a Lien on any  asset of such  Person,
     whether or not such  Indebtedness  is assumed by such Person,  and (ix) all
     Indebtedness of others Guaranteed by such Person.

          "Independent  Director"  shall mean a member of the Board of Directors
     of  Borrower  who is not at such time,  and has not been at any time during
     the  preceding  five  (5)  years:  (A) a  director,  officer,  employee  or
     affiliate  of  Performance  Guarantor,  any  Originator  or  any  of  their
     respective  Subsidiaries or Affiliates  (other than  Borrower),  or (B) the
     beneficial  owner  (at  the  time of such  individual's  appointment  as an
     Independent  Director  or  at  any  time  thereafter  while  serving  as an
     Independent  Director) of any of the outstanding common shares of Borrower,
     any  Originator,  or any of their  respective  Subsidiaries  or Affiliates,
     having general voting rights (excepting  immaterial beneficial interests in
     mutual funds or similar managed investment  accounts which in no case shall
     exceed 5% of any class of such shares).

          "Initial Cutoff Date" means the Business Day immediately  prior to the
     date hereof.

          "Interest" means for each respective Interest Period relating to Loans
     of the Liquidity  Banks,  an amount equal to the product of the  applicable
     Interest  Rate for each Loan  multiplied  by the principal of such Loan for
     each day  elapsed  during such  Interest  Period,  annualized  on a 360 day
     basis.

          "Interest  Period" means, with respect to any Loan held by a Liquidity
     Bank:

               (a) if Interest for such Loan is  calculated  on the basis of the
          LIBO Rate, a period of one,  two,  three or six months,  or such other
          period  as may  be  mutually  agreeable  to the  Agent  and  Borrower,
          commencing  on a  Business  Day  selected  by  Borrower  or the  Agent

                                                                        Page 183
                                                               Exhibit 10(i)A(4)

          pursuant to this Agreement.  Such Interest Period shall end on the day
          in  the  applicable   succeeding   calendar  month  which  corresponds
          numerically  to the beginning day of such Interest  Period,  provided,
          however,  that if there is no such  numerically  corresponding  day in
          such  succeeding  month,  such  Interest  Period shall end on the last
          Business Day of such succeeding month; or

               (b) if Interest for such Loan is  calculated  on the basis of the
          Alternate Base Rate, a period commencing on a Business Day selected by
          Borrower  and agreed to by the  Agent,  provided  that no such  period
          shall exceed one month.

     If any Interest Period would end on a day which is not a Business Day, such
     Interest  Period shall end on the next succeeding  Business Day,  provided,
     however,  that in the case of Interest  Periods  corresponding  to the LIBO
     Rate,  if such next  succeeding  Business  Day falls in a new  month,  such
     Interest Period shall end on the immediately preceding Business Day. In the
     case of any  Interest  Period  for any  Loan  which  commences  before  the
     Amortization  Date and would  otherwise end on a date  occurring  after the
     Amortization Date, such Interest Period shall end on the Amortization Date.
     The duration of each Interest Period which commences after the Amortization
     Date shall be of such duration as selected by the Agent.

          "Interest  Rate"  means,  with  respect to each Loan of the  Liquidity
     Banks,  the LIBO Rate,  the  Alternate  Base Rate or the Default  Rate,  as
     applicable.

          "Interest  Reserve"  means,  for any Calculation  Period,  the product
     (expressed as a percentage)  of (i) 1.5 times (ii) the Alternate  Base Rate
     as of the  immediately  preceding  Cut-Off  Date times (iii) a fraction the
     numerator  of which is the  highest  Days  Sales  Outstanding  for the most
     recent 12 Calculation Periods and the denominator of which is 360.

          "Lender" means Blue Ridge and each Liquidity Bank.

          "LIBO  Rate"  means,  for any  Interest  Period,  the rate  per  annum
     determined on the basis of the offered rate for deposits in U.S. dollars of
     amounts equal or  comparable  to the  principal  amount of the related Loan
     offered for a term comparable to such Interest  Period,  which rates appear
     on a Bloomberg L.P. terminal,  displayed under the address "US0001M Index Q
     Go" effective as of 11:00 A.M., London time, two Business Days prior to the
     first day of such Interest  Period,  provided that if no such offered rates
     appear on such page,  the LIBO Rate for such  Interest  Period  will be the
     arithmetic  average  (rounded  upwards,  if  necessary,  to the next higher
     1/100th  of 1%) of rates  quoted by not less  than two  major  banks in New
     York, New York, selected by the Agent, at approximately 10:00 a.m.(New York
     time),  two Business Days prior to the first day of such  Interest  Period,
     for deposits in U.S. dollars offered by leading European banks for a period
     comparable to such Interest Period in an amount comparable to the principal
     amount of such Loan, divided by (b) one minus the maximum aggregate reserve
     requirement (including all basic, supplemental, marginal or other reserves)
     which is imposed against the Agent in respect of Eurocurrency  liabilities,
     as defined in Regulation D of the Board of Governors of the Federal Reserve
     System as in effect from time to time (expressed as a decimal),  applicable
     to such Interest Period plus (ii) the Applicable Margin per annum. The LIBO
     Rate shall be rounded, if necessary, to the next higher 1/16 of 1%.

                                                                        Page 184
                                                               Exhibit 10(i)A(4)


          "LIBO Rate Loan" means a Loan which bears interest at the LIBO Rate.

          "Lien" shall mean any lien, charge, claim, security interest, mortgage
     or  encumbrance,  or preference,  priority or other  security  agreement or
     preferential arrangement of any kind or nature whatsoever.

          "Liquidity  Agreement"  means that certain  Liquidity  Asset  Purchase
     Agreement,  dated as of May 2, 2001 by and among Blue Ridge,  the Agent and
     the banks  from time to time  party  thereto,  as the same may be  amended,
     restated and/or otherwise modified from time to time in accordance with the
     terms thereof.

          "Liquidity  Banks" has the meaning  set forth in the  preamble in this
     Agreement.

          "Liquidity   Commitment"   means,  as  to  each  Liquidity  Bank,  its
     commitment  under the  Liquidity  Agreement  (which shall equal 102% of its
     Commitment hereunder).

          "Liquidity  Funding"  means (a) a purchase made by any Liquidity  Bank
     pursuant  to its  Liquidity  Commitment  of all or any  portion  of, or any
     undivided  interest  in,  a Blue  Ridge  Loan,  or (b) any  Loan  made by a
     Liquidity Bank in lieu of Blue Ridge pursuant to Section 1.1.

          "Liquidity  Termination  Date"  means  the  earlier  to  occur  of the
     following:

               (a) the date on which the Liquidity Banks' Liquidity  Commitments
          expire,  cease to be available to Blue Ridge or otherwise  cease to be
          in full force and effect; or

               (b) the date on  which a  Downgrading  Event  with  respect  to a
          Liquidity  Bank shall have occurred and been  continuing  for not less
          than 30 days, and either (i) the  Downgraded  Liquidity Bank shall not
          have been replaced by an Eligible  Assignee  pursuant to the Liquidity
          Agreement,  or  (ii)  the  Liquidity  Commitment  of  such  Downgraded
          Liquidity Bank shall not have been funded or  collateralized in such a
          manner  that will avoid a  reduction  in or  withdrawal  of the credit
          rating  applied  to the  Commercial  Paper  to  which  such  Liquidity
          Agreement  applies  by any of the rating  agencies  then  rating  such
          Commercial Paper.

          "Loan"  means any loan made by a Lender to  Borrower  pursuant to this
     Agreement (including, without limitation, any Liquidity Funding). Each Loan
     shall either be a CP Rate Loan, an Alternate Base Rate Loan or a Eurodollar
     Rate Loan, selected in accordance with the terms of this Agreement.

          "Loan  Parties"  has the  meaning  set forth in the  preamble  to this
     Agreement.

          "Lock-Box"  means each locked  postal box with respect to which a bank
     who has executed a Collection  Account Agreement has been granted exclusive
     access for the purpose of retrieving  and  processing  payments made on the
     Receivables and which is listed on Exhibit IV.

          "Loss  Reserve"  means,  for  any  Calculation   Period,  the  product
     (expressed as a percentage) of (a) 2.25, times (b) the highest  three-month
     rolling average  Default Ratio during the 12 Calculation  Periods ending on

                                                                        Page 185
                                                               Exhibit 10(i)A(4)

     the immediately preceding Cut-Off Date, times (c) the Default Horizon Ratio
     as of the immediately preceding Cut-Off Date.

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

          "Material  Adverse Effect" means a material  adverse effect on (i) the
     financial  condition or operations of the Parent and its Subsidiaries taken
     as a whole,  (ii) the ability of any Loan Party to perform its  obligations
     under  this  Agreement  or  the   Performance   Guarantor  to  perform  its
     obligations under the Performance Undertaking, (iii) the legality, validity
     or enforceability of this Agreement or any other Transaction Document, (iv)
     the Agent's security interest,  for the benefit of the Secured Parties,  in
     the Receivables generally or in any significant portion of the Receivables,
     the Related Security or the Collections  with respect  thereto,  or (v) the
     collectibility of the Receivables  generally or of any significant  portion
     of the Receivables.

          "Material Subsidiary" means (i) Borrower and NSI Georgia and (ii) each
     other Consolidated  Subsidiary,  now existing or hereinafter established or
     acquired,  that at any time prior to the  payment in full of all  Aggregate
     Unpaids under the Credit and Security  Agreement either (x) has or acquires
     total  assets in excess of 10% of  Consolidated  Total Assets at the end of
     the  most  recent  Fiscal  Quarter,  or (y)  contributed  more  than 10% of
     Consolidated  Operating  Profits for the 4 most recent Fiscal Quarters then
     ended (or, with respect to any Subsidiary which existed during the entire 4
     Fiscal  Quarter  period but was acquired by the Parent  during such period,
     which  would  have  contributed  more  than 10% of  Consolidated  Operating
     Profits for such period had it been a Subsidiary for the entire period,  as
     determined on a pro forma basis in accordance with GAAP).

          "Monthly Report" means a report,  in substantially the form of Exhibit
     VIII hereto  (appropriately  completed),  furnished  by the Servicer to the
     Agent pursuant to Section 8.5.

          "Monthly  Reporting  Date"  means the 15th day of each month after the
     date of this  Agreement (or if any such day is not a Business Day, the next
     succeeding Business Day thereafter) or such other days of each month as the
     Agent shall request in connection with Section 8.5 hereof.

          "Moody's" means Moody's Investors Service, Inc.

          "Net Pool  Balance"  means,  at any time,  the  aggregate  Outstanding
     Balance of all Eligible  Receivables  at such time reduced by the aggregate
     amount by which the Outstanding Balance of all Eligible Receivables of each
     Obligor and its Affiliates exceeds the Obligor Concentration Limit for such
     Obligor.

          "NSI Credit  Agreement" means that certain Credit Agreement as of July
     15, 1999 among Performance Guarantor,  the other borrowers parties thereto,
     the  banks  from  time to time  party  thereto,  Wachovia  Bank,  N.A.,  as
     administrative  agent and Bank One,  NA (f/k/a The First  National  Bank of
     Chicago),  as Syndication  Agent,  as the same may be amended,  restated or
     replaced from time to time.

                                                                        Page 186
                                                               Exhibit 10(i)A(4)


          "NSI   Enterprises"   means  NSI   Enterprises,   Inc.,  a  California
     corporation, and its successors and permitted assigns.

          "NSI  Georgia"  has the  meaning  set  forth  in the  preamble  to the
     Agreement,  and such  term  shall  include  such  Person's  successors  and
     permitted assigns.

          "Obligations" means, at any time, any and all obligations of either of
     the  Loan  Parties  to any of  the  Secured  Parties  arising  under  or in
     connection  with  the  Transaction  Documents,   whether  now  existing  or
     hereafter  arising,  due or  accrued,  absolute or  contingent,  including,
     without  limitation,  obligations  in respect of  Aggregate  Principal,  CP
     Costs,  Interest,  fees  under the Fee  Letter,  Broken  Funding  Costs and
     Indemnified Amounts.

          "Obligor"  means a Person  obligated  to make  payments  pursuant to a
     Contract.

          "Obligor  Concentration  Limit" means, at any time, in relation to the
     aggregate Outstanding Balance of Receivables owed by any single Obligor and
     its  Affiliates  (if any),  the  applicable  concentration  limit  shall be
     determined  as follows  for  Obligors  who have short term  unsecured  debt
     ratings  currently  assigned  to them by S&amp;P and Moody's (or in the absence
     thereof,  the  equivalent  long term unsecured  senior debt  ratings),  the
     applicable  concentration  limit  shall  be  determined  according  to  the
     following table:


                                                        Allowable % of Eligible
      S&amp;P Rating              Moody's Rating                Receivables
--------------------- ----------------------------- ----------------------------
        A-1+                     P-1                            10%
        A-1                      P-1                            8%
        A-2                      P-2                            6%
        A-3                      P-3                            4%
Below A-3 or Not Rated       Below P-3 or Not Rated
by either S&amp;P or Moody's     by either S&amp;P or Moody's           4%


; provided,  however, that (a) if any Obligor has a split rating, the applicable
rating  will be the lower of the two,  (b) if any Obligor is not rated by either
S&amp;P or Moody's, the applicable Obligor  Concentration Limit shall be the one set
forth in the last line of the table above,  and (c) subject to  satisfaction  of
the Rating Agency  Condition  and/or an increase in the  percentage set forth in
clause (a)(i) of the definition of "Required  Reserve," upon Borrower's  request
from  time to time,  the  Agent may  agree to a higher  percentage  of  Eligible
Receivables  for a  particular  Obligor  and its  Affiliates  (each such  higher
percentage,  a "Special  Concentration  Limit"),  it being  understood  that any
Special  Concentration  Limit may be  cancelled  by the Agent upon not less than
five (5) Business Days' written notice to the Loan Parties.

          "Operating  Profits"  means,  as applied to any Person for any period,
     the sum of (i) net  revenues,  less (ii) cost of goods and  services  sold,
     less (iii) operating expenses (including  depreciation and amortization) of
     such Person for such period, as determined in accordance with GAAP.

                                                                        Page 187
                                                               Exhibit 10(i)A(4)


          "Originator"  means each of (a) NSI  Enterprises,  in its  capacity as
     seller under the  First-Step  Sale  Agreement  and (b) NSI Georgia,  in its
     capacity as seller under the Receivables Sale Agreement.

          "Outstanding  Balance"  of any  Receivable  at any time means the then
     outstanding principal balance thereof.

          "Participant" has the meaning set forth in Section 12.2.

          "Performance  Guarantor"  means National Service  Industries,  Inc., a
     Delaware corporation, and its successors and permitted assigns.

          "Performance  Undertaking" means that certain Performance Undertaking,
     dated as of May 2, 2001,  by  Performance  Guarantor  in favor of Borrower,
     substantially  in the form of  Exhibit  IX,  as the  same  may be  amended,
     restated or otherwise modified from time to time.

          "Permitted Encumbrances" shall mean the following: (a) Liens for taxes
     or assessments or other governmental  charges not yet due and payable;  and
     (b) Liens created by the Transaction Documents.

          "Person" means an individual,  partnership,  corporation  (including a
     business trust),  limited liability  company,  joint stock company,  trust,
     unincorporated association,  joint venture or other entity, or a government
     or any political subdivision or agency thereof.

          "Pooled  Commercial  Paper" means Commercial Paper notes of Blue Ridge
     subject to any particular pooling  arrangement by Blue Ridge, but excluding
     Commercial  Paper  issued  by  Blue  Ridge  for a  tenor  and in an  amount
     specifically  requested  by any  Person in  connection  with any  agreement
     effected by Blue Ridge.

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

          "Pro Rata Share" means, for each Liquidity Bank, a percentage equal to
     the Commitment of such Liquidity Bank, divided by the Aggregate Commitment.

          "Program Fee" has the meaning set forth in the Fee Letter.

          "Proposed Reduction Date" has the meaning set forth in Section 1.3.

          "Proprietary  Information" means all information about the Performance
     Guarantor or any of its Subsidiaries  which has been furnished to the Agent
     or any Lender by or on behalf of the  Performance  Guarantor  or any of its
     Subsidiaries  before or after the date  hereof or which is  obtained by any
     Lender or the Agent in the course of any Review  made  pursuant  to Section
     7.1(d) of the  Agreement;  provided,  however,  that the term  "Proprietary
     Information" does not include  information which (x) is or becomes publicly
     available  (other  than as a result  of a  breach  of  Section  14.5 of the
     Agreement),  (y) is possessed by or available to the Agent or any Lender on

                                                                        Page 188
                                                               Exhibit 10(i)A(4)

     a  non-confidential  basis  prior to its  disclosure  to the  Agent or such
     Lender by Borrower or Subsidiary  or (z) becomes  available to the Agent or
     any  Lender  on a  non-confidential  basis  from  a  Person  which,  to the
     knowledge of the Agent or such Lender,  as the case may be, is not bound by
     a  confidentiality  agreement with the Performance  Guarantor or any of its
     Subsidiaries  and  is  not  otherwise  prohibited  from  transmitting  such
     information  to the  Agent or such  Lender.  In the  event the Agent or any
     Lender is required to disclose  any  Proprietary  Information  by virtue of
     clause  (ii) (but only if and to the extent  such  disclosure  has not been
     sought by the Agent or any Lender, and if neither the Performance Guarantor
     nor  Borrower  is a party to such  litigation),  (iv) or (v) above,  to the
     extent  such  Lender or the Agent (as the case may be)  determines  in good
     faith that it is permissible by law so to do, it shall promptly  notify the
     Performance  Guarantor of same so as to allow the Performance  Guarantor or
     its  Subsidiaries to seek a protective  order or to take other  appropriate
     action;  provided,  however,  neither  any  Lender  nor the Agent  shall be
     required  to delay  compliance  with any  directive  to  disclose  any such
     information so as to allow the Performance Guarantor or any of Subsidiaries
     to effect any such action.

          "Purchasing  Liquidity  Bank" has the  meaning  set  forth in  Section
     12.1(b).

          "Rating Agency  Condition"  means that Blue Ridge has received written
     notice from S&amp;P and Moody's that an amendment,  a change or a waiver to the
     Liquidity Agreement, this Agreement, the Receivables Sale Agreement, or the
     First-Step  Sale  Agreement will not result in a withdrawal or downgrade of
     the then current ratings on Blue Ridge's Commercial Paper.

          "Receivable"  means  each  "Receivable"  under and as  defined  in the
     Receivables Sale Agreement in which Borrower now has or hereafter  acquires
     any interest.  Debt and other rights and  obligations  arising from any one
     transaction,  including, without limitation,  indebtedness and other rights
     and obligations  represented by an individual  invoice,  shall constitute a
     Receivable  separate from a Receivable  consisting of the  indebtedness and
     other rights and obligations  arising from any other transaction;  provided
     further,  that any indebtedness,  rights or obligations  referred to in the
     immediately  preceding sentence shall be a Receivable regardless of whether
     the  account  debtor  or  Borrower  treats  such  indebtedness,  rights  or
     obligations as a separate payment obligation.

          "Receivables  Sale Agreement" means that certain  Receivables Sale and
     Contribution  Agreement,  dated as of May 2, 2001,  between NSI Georgia and
     Borrower,  as the same may be amended,  restated or otherwise modified from
     time to time.

          "Records"  means,  with respect to any  Receivable,  all Contracts and
     other documents,  books, records and other information (including,  without
     limitation,  computer programs,  tapes, disks, punch cards, data processing
     software and related property and rights) relating to such Receivable,  any
     Related Security therefor and the related Obligor.

          "Redeemable  Preferred  Stock" of any Person means any preferred stock
     issued by such Person which is at any time prior to the  Amortization  Date

                                                                        Page 189
                                                               Exhibit 10(i)A(4)

     either (i)  mandatorily  redeemable  (by  required  sinking fund or similar
     payments  or  otherwise)  or (ii)  redeemable  at the  option of the holder
     thereof.

          "Reduction Notice" has the meaning set forth in Section 1.3.

          "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.

          "Regulatory Change" has the meaning set forth in Section 10.2(a).

          "Related  Security"  means  (i) all  "Related  Security"  under and as
     defined in the Receivables  Sale Agreement,  (ii) all of Borrower's  right,
     title and  interest  in, to and under the  Receivables  Sale  Agreement  in
     respect  of such  Receivable,  (iii)  all of  Borrower's  right,  title and
     interest in and to the Demand Advances, and (iv) all proceeds of any of the
     foregoing.

          "Required  Liquidity  Banks" means, at any time,  Liquidity Banks with
     Commitments in excess of 66-2/3% of the Aggregate Commitment.

          "Required  Notice Period" means the number of days required notice set
     forth below applicable to the Aggregate Reduction indicated below:

             Aggregate Reduction                        Required Notice Period
             -------------------                        ----------------------
             less than 25% of the then-current          2 Business Days
             Aggregate Commitment

             greater than or equal to                   5 Business Days
             25% but less than 50% of the
             then-current
             Aggregate Commitment

             greater than or equal to 50% of            10 Business Days
             the then-current Aggregate Commitment

                                                                        Page 190
                                                               Exhibit 10(i)A(4)


          "Required Reserve" means, on any day during a Calculation  Period, the
     product of (a) the greater of (i) the  Required  Reserve  Factor  Floor and
     (ii)  the sum of the Loss  Reserve,  the  Interest  Reserve,  the  Dilution
     Reserve and the Servicing Reserve, times (b) the Net Pool Balance as of the
     Cut-Off Date immediately preceding such Calculation Period.

          "Required Reserve Factor Floor" means, for any Calculation Period, the
     sum  (expressed  as a  percentage)  of (a) 16% plus (b) the  product of the
     Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of
     the immediately preceding Cut-Off Date.

          "Responsible Officer" means any Executive Officer as well as any other
     officer of the Parent who is primarily  responsible for the  administration
     of the transactions contemplated by the Transaction Documents.

          "Restricted   Junior   Payment"   means  (i)  any  dividend  or  other
     distribution,  direct or indirect, on account of any shares of any class of
     capital stock of Borrower now or hereafter  outstanding,  except a dividend
     payable  solely in shares of that class of stock or in any junior  class of
     stock of Borrower, (ii) any redemption, retirement, sinking fund or similar
     payment,  purchase or other acquisition for value,  direct or indirect,  of
     any  shares of any class of  capital  stock of  Borrower  now or  hereafter
     outstanding,  (iii) any payment or prepayment of principal of, premium,  if
     any,  or  interest,  fees or other  charges on or with  respect to, and any
     redemption,  purchase,  retirement,  defeasance,  sinking  fund or  similar
     payment and any claim for rescission with respect to the Subordinated Loans
     (as defined in the Receivables  Sale  Agreement),  (iv) any payment made to
     redeem, purchase,  repurchase or retire, or to obtain the surrender of, any
     outstanding  warrants,  options or other  rights to  acquire  shares of any
     class of capital  stock of Borrower now or hereafter  outstanding,  and (v)
     any  payment  of  management  fees  by  Borrower   (except  for  reasonable
     management  fees to any  Originator or its Affiliates in  reimbursement  of
     actual management services performed).

          "S&amp;P" means  Standard and Poor's Ratings  Services,  a division of The
     McGraw Hill Companies, Inc.

          "Secured Parties" means the Indemnified Parties.

          "Servicer"  means at any time the Person (which may be the Agent) then
     authorized  pursuant  to Article  VIII to service,  administer  and collect
     Receivables.

          "Servicing Fee" means, for each day in a Calculation Period:

               (a) an amount  equal to (i) the  Servicing  Fee Rate (or,  at any
          time while NSI Georgia or one of its Affiliates is the Servicer,  such
          lesser  percentage as may be agreed between  Borrower and the Servicer
          on an arms'  length  basis based on then  prevailing  market terms for
          similar services), times (ii) the aggregate Outstanding Balance of all
          Receivables  at the close of business on the Cut-Off Date  immediately
          preceding such Calculation Period, times (iii) 1/360; or

                                                                        Page 191
                                                               Exhibit 10(i)A(4)


               (b) on and after the  Servicer's  reasonable  request made at any
          time when NSI Georgia or one of its  Affiliates is no longer acting as
          Servicer  hereunder,  an alternative amount specified by the successor
          Servicer not exceeding (i) 110% of such  Servicer's  reasonable  costs
          and expenses of performing its obligations under this Agreement during
          the preceding  Calculation Period,  divided by (ii) the number of days
          in the current Calculation Period.

               "Servicing  Fee Rate"  means  0.25%  per  annum  (or such  higher
          percentage  as the Agent and Borrower may from time to time agree upon
          based upon then prevailing market conditions).

               "Servicing  Reserve"  means,  for  any  Calculation  Period,  the
          product  (expressed  as a  percentage)  of  (a)  1.00%,  times  (b)  a
          fraction, the numerator of which is the highest Days Sales Outstanding
          for the most  recent 12  Calculation  Periods and the  denominator  of
          which is 360.

               "Settlement  Date"  means (A) the 2nd  Business  Day  after  each
          Monthly  Reporting Date, and (B) the last day of the relevant Interest
          Period in respect of each Loan of the Liquidity Banks.

               "Settlement  Period"  means (A) in  respect  of each Loan of Blue
          Ridge,  the  immediately  preceding  Calculation  Period,  and  (B) in
          respect  of each Loan of the  Liquidity  Banks,  the  entire  Interest
          Period of such Loan.

               "Subsidiary"  means, with respect to any Person,  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 such Person.

               "Tax Code" means the Internal  Revenue Code of 1986,  as the same
          may be amended from time to time.

               "Termination Date" has the meaning set forth in Section 2.2.

               "Termination  Percentage"  has the  meaning  set forth in Section
          2.2.

               "Terminating  Tranche"  has the  meaning  set  forth  in  Section
          4.3(b).

               "Transaction Documents" means, collectively, this Agreement, each
          Borrowing Notice, the Receivables Sale Agreement,  the First-Step Sale
          Agreement,   each  Collection  Account   Agreement,   the  Performance
          Undertaking,  the Fee Letter, the Subordinated Note (as defined in the
          Receivables Sale Agreement) and all other  instruments,  documents and
          agreements executed and delivered in connection herewith.

               "UCC" means the Uniform  Commercial  Code as from time to time in
          effect in the specified jurisdiction.

                                                                        Page 192
                                                               Exhibit 10(i)A(4)


               "Unmatured  Amortization  Event" means an event  which,  with the
          passage of time or the giving of notice,  or both, would constitute an
          Amortization Event.

               "Usage Fee" has the meaning set forth in the Fee Letter.

               "Wachovia"  means Wachovia Bank, N.A. in its individual  capacity
          and its capacity as agent.

     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 GAAP, applied on a basis consistent (except for
changes concurred in by the Parent's independent public accountants or otherwise
required  by a  change  in  GAAP)  with the  most  recent  audited  consolidated
financial statements of the Parent and its Consolidated  Subsidiaries  delivered
to the Agent unless with respect to any such change concurred in by the Parent's
independent  public  accountants or required by GAAP, in determining  compliance
with any of the  provisions  of this  Agreement or any of the other  Transaction
Documents:  (i) the Parent shall have objected to determining such compliance on
such basis at the time of delivery  of such  financial  statements,  or (ii) the
Agent  shall so object in  writing  within 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.

     All terms  used in  Article 9 of the UCC in the State of  Georgia,  and not
specifically defined herein, are used herein as defined in such Article 9.

                                                                        Page 193
                                                               Exhibit 10(i)A(4)



                                   EXHIBIT II

                            FORM OF BORROWING NOTICE

                                       ---

                                NSI Funding, Inc.

                                BORROWING NOTICE
                           dated ______________, 20__
                     for Borrowing on ________________, 20__


Wachovia Bank, N.A., as Agent
191 Peachtree Street, N.E., GA-423
Atlanta, Georgia 30303

Attention:  Elizabeth R. Wagner, Fax No. (404) 332-5152

Ladies and Gentlemen:

     Reference is made to the Credit and Security  Agreement  dated as of May 2,
2001 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"Credit  Agreement")  among NSI  Funding,  Inc.,  a  Delaware  corporation  (the
"Borrower"),  National  Service  Industries,  Inc.,  a Georgia  corporation,  as
initial Servicer, Blue Ridge Asset Funding Corporation,  and Wachovia Bank N.A.,
individually and as Agent. Capitalized terms defined in the Credit Agreement are
used herein with the same meanings.

     1. The [Servicer,  on behalf of the] Borrower hereby certifies,  represents
and warrants to the Agent and the Lenders that on and as of the  Borrowing  Date
(as hereinafter defined):

     (a) all  applicable  conditions  precedent  set forth in  Article VI of the
Credit Agreement have been satisfied;

     (b) each of its representations and warranties  contained in Section 5.1 of
the Credit Agreement will be true and correct,  in all material respects,  as if
made on and as of the Borrowing Date;

     (c) no event will have occurred and is continuing, or would result from the
requested   Advance,   that  constitutes  an  Amortization  Event  or  Unmatured
Amortization Event;

     (d) the Facility Termination Date has not occurred; and

                                                                        Page 194
                                                               Exhibit 10(i)A(4)


     (e) after  giving  effect to the Loans  comprising  the  Advance  requested
below, the Aggregate Principal will not exceed the Borrowing Limit.

     2. The  [Servicer,  on behalf of the]  Borrower  hereby  requests that Blue
Ridge (or their respective Liquidity Banks) make an Advance on ___________, 20__
(the "Borrowing Date") as follows:

     (a) Aggregate Amount of Advance: $_____________

     (b) If the Advance is not funded by Blue Ridge, [Servicer on behalf of the]
Borrower requests that the Liquidity Banks make an Alternate Base Rate Loan that
converts  into LIBO Rate Loan  with an  Interest  Period of _____  months on the
third Business Day after the Borrowing Date).

     3. Please disburse the proceeds of the Loans as follows:

     [Apply $________ to payment of principal and interest of existing Loans due
on the Borrowing  Date].  [Apply $______ to payment of fees due on the Borrowing
Date].  [Wire transfer $________ to account no. ________ at ___________ Bank, in
[city, state], ABA No. __________, Reference: ________].

     IN WITNESS  WHEREOF,  the [Servicer,  on behalf of the] Borrower has caused
this  Borrowing  Request to be  executed  and  delivered  as of this ____ day of
___________, _____.

                               [National Service Industries, Inc., A GEORGIA
                               CORPORATION, AS SERVICER, on behalf of]
                               NSI FUNDING, INC., AS BORROWER


                               By:  _________________________________
                               Name:
                               Title:



                                                                        Page 195
                                                               Exhibit 10(i)A(4)


                                   EXHIBIT III

          PLACES OF BUSINESS OF THE LOAN PARTIES; LOCATIONS OF RECORDS;

                    FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)



Places of Business:

         1420 Peachtree Street
         Atlanta, Georgia  30309



Locations of Records:

         1420 Peachtree Street
         Atlanta, Georgia  30309

         One Lithonia Way
         Conyers, Georgia  30012

         Highway 41 North
         Emerson, Georgia  30137

         1310 Seaboard Industrial Blvd.
         Atlanta, Georgia  30318



Federal Employer Identification Number:

         NSI Georgia:               58-2227507
         NSI Enterprises:           77-0319365
         Borrower:                  58-2616706

Prior Borrower Legal Names, Borrower Trade and Assumed Names:  None

                                                                                               Page 196
                                                                                      Exhibit 10(i)A(4)


                                   EXHIBIT IV

           NAMES OF COLLECTION BANKS; LOCK-BOXES &amp; COLLECTION ACCOUNTS




    LOCK-BOX                                 RELATED COLLECTION ACCOUNT
    --------                                 --------------------------

                             Name of Current Account Holder:  Enforcer Products, a division of NSI GA
P.O. Box 945786                              Account Number:  Lockbox #945786, DDA #13245324
Atlanta, GA                                       Bank Name:  Wachovia Bank of Georgia
30392-5786                                       ABA Number:  061000010
                                             Contact Person:  Shari Hall
                                              Contact's Tel:  404-332-5319
                                              Contact's Fax:  404-332-5016
----------------------------------------------- -------------------------------------------------------
                             Name of Current Account Holder:  Zep Chemicals, a division of NSI GA
                                             Account Number:  13021386
             n/a                                  Bank Name:  Wachovia Bank of Georgia
                                                 ABA Number:  061000010
                                             Contact Person:  Shari Hall
                                              Contact's Tel:  404-332-5319
                                              Contact's Fax:  404-332-5016
----------------------------------------------- -------------------------------------------------------
                             Name of Current Account Holder:  Zep Chemicals, a division of NSI GA
                                             Account Number:  18646071
                                                  Bank Name:  Wachovia Bank of Georgia
              n/a                                ABA Number:  061000010
                                             Contact Person:  Shari Hall
                                              Contact's Tel:  404-332-5319
                                              Contact's Fax:  404-332-5016
----------------------------------------------- -------------------------------------------------------
                             Name of Current Account Holder:  Lithonia Lighting, a division of NSI GA
P.O. Box 100863                              Account Number:  Lockbox #100863, DDA#3750249781
Atlanta, GA 30384                                 Bank Name:  Bank of America
                                                 ABA Number:  111000012
                                             Contact Person:  Debbie Hembree
                                              Contact's Tel:  404-607-2851
                                              Contact's Fax:  404-532-2943
----------------------------------------------- -------------------------------------------------------
                             Name of Current Account Holder:  Lithonia Lighting, a division of NSI
P.O. Box 360305                              Account Number:  DDA#1911121
Pittsburgh, PA 15251                              Bank Name:  Mellon Bank, Pittsburgh PA
                                                 ABA Number:  043000261
Dept. LA 21025                               Contact Person:  Patti Sostaric
Pasadena, CA 91185-1025                       Contact's Tel:  412-234-6626
                                              Contact's Fax:  412-209-6082


                                                                                               Page 197
                                                                                      Exhibit 10(i)A(4)

----------------------------------------------- -------------------------------------------------------
P.O. Box 530737              Name of Current Account Holder:  NSI Chemicals (Zep), a division of NSI, GA
Atlanta, GA 30353-0737                       Account Number:  0373309
                                                  Bank Name:  Mellon Bank, Pittsburgh PA
Dept. CH10697                                    ABA Number:  043000261
Palatine, IL 60055-0697                      Contact Person:  Patti Sostaric
                                              Contact's Tel:  412-234-6626
Dept. LA21294                                 Contact's Fax:  412-209-6082
Pasadena, CA 91185-1294

Dept. 0905
P.O. Box 120001
Dallas, TX 75312-0905

Box 382012
Pittsburgh, PA 15250-8012

Box 382156
Pittsburgh, PA 15250-8156



                                                                        Page 198
                                                               Exhibit 10(i)A(4)


                                    EXHIBIT V

                         FORM OF COMPLIANCE CERTIFICATE

To:  Wachovia Bank, N.A., as Agent

     This  Compliance  Certificate is furnished  pursuant to that certain Credit
and  Security  Agreement  dated as of May 2, 2001  among NSI  Funding,  Inc.,  a
Delaware  corporation (the  "Borrower"),  National Service  Industries,  Inc., a
Georgia  corporation  (the  "Servicer"),  the Lenders party thereto and Wachovia
Bank, N.A., as agent for such Lenders (the "Agreement").

     THE UNDERSIGNED HEREBY CERTIFIES IN HIS OR HER  REPRESENTATIVE  CAPACITY ON
BEHALF OF PERFORMANCE GUARANTOR THAT:

     1. I am the duly elected _________________ of Borrower.

     2. I have  reviewed  the terms of the  Agreement  and I have made,  or have
caused to be made under my supervision,  a detailed  review of the  transactions
and  conditions  of  Performance  Guarantor  and  its  Subsidiaries  during  the
accounting period covered by the attached financial statements.

     3. The examinations  described in paragraph 2 did not disclose,  and I have
no knowledge of, the existence of any  condition or event which  constitutes  an
Amortization Event or Unmatured Amortization Event, as each such term is defined
under the Agreement,  during or at the end of the  accounting  period covered by
the attached financial statements or as of the date of this Certificate[, except
as set forth in paragraph 5 below].

     4. Schedule I attached  hereto sets forth  financial data and  computations
evidencing the compliance with certain covenants of the Agreement,  all of which
data and computations are true, complete and correct.

     [5. Described below are the exceptions,  if any, to paragraph 3 by listing,
in detail,  the nature of the condition or event, the period during which it has
existed and the action which  Performance  Guarantor  has taken,  is taking,  or
proposes   to  take   with   respect   to  each   such   condition   or   event:
--------------------]


                                                                        Page 199
                                                               Exhibit 10(i)A(4)



     The foregoing  certifications,  together with the computations set forth in
Schedule I hereto and the financial  statements  delivered with this Certificate
in support  hereof,  are made and  delivered  by the  undersigned  in his or her
representative  capacity  on  behalf  of the  Performance  Guarantor,  all as of
______________, 20__.



                  By:___________________________
                  Name:
                  Title:







                                                                        Page 200
                                                               Exhibit 10(i)A(4)


                      SCHEDULE I TO COMPLIANCE CERTIFICATE

     A. Schedule of Compliance  as of  __________,  200_ with Section ___ of the
Agreement.  Unless otherwise  defined herein,  the terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.

     This schedule relates to the month ended: _______________




                                                                        Page 201
                                                               Exhibit 10(i)A(4)



                                   EXHIBIT VI

                      FORM OF COLLECTION ACCOUNT AGREEMENT



                          COLLECTION ACCOUNT AGREEMENT


                                                _____________, 2001

[Collection Bank Name]
[Collection Bank Address]

Attn:  ____________________
Fax No. (___) ______________

Re:  NSI Enterprises, Inc./National Service Industries, Inc./NSI Funding, Inc.

Ladies and Gentlemen:

     Reference  is hereby made to each of the  [departmental]  post office boxes
listed on Schedule 1 hereto  (each,  a  "Lock-Box")  of which  [Collection  Bank
Name], a _________ banking  association  (hereinafter  "you"),  -------- --- has
exclusive  control for the purpose of  receiving  mail and  processing  payments
therefrom  pursuant to the [Lock-Box Service  Agreement] dated  _______________,
originally by and between NSI Enterprises,  Inc., a California  corporation (the
"Company") and you (the "Service Agreement").

     1. You hereby  confirm your  agreement  to perform the  services  described
therein.  Among the services you have agreed to perform  therein,  is to endorse
all checks and other  evidences of payment  received in each of the  Lock-Boxes,
and credit such payments to account no.  _____________ (the "Lock-Box Account").

     2. The Company hereby informs you that it has transferred to its affiliate,
National Service Industries,  Inc., a Georgia  corporation ("NSI Georgia"),  and
NSI Georgia has  transferred to itsn and to the items from time to time received
in the Lock-Boxes and/or deposited in the Lock-Box Account, but that NSI Georgia
and the Company have agreed to continue to service the  receivables  giving rise
to such items. Accordingly, the Company, NSI Georgia and Borrower hereby request
that the name of the Lock-Box Account be changed to "NSI Funding, Inc." Borrower
hereby further  advises you that it has pledged the  receivables  giving rise to
such items to a group of lenders for whom Wachovia Bank,  N.A. acts as agent (in
such capacity,  the "Agent") and has granted a security interest to the Agent in
all of Borrower's  right,  title and interest in and to the Lock-Box Account and
the funds therein.

                                                                        Page 202
                                                               Exhibit 10(i)A(4)


     3.  Each of the  Company,  NSI  Georgia  and  Borrower  hereby  irrevocably
instructs you, and you hereby agree,  that upon receiving  notice from the Agent
in the form attached hereto as Annex A:

     (i) the name of the Lock-Box  Account  will be changed to  "Wachovia  Bank,
N.A.,  as  Agent"  (or any  designee  of the  Agent),  and the  Agent  will have
exclusive  ownership of and access to the Lock-Boxes  and the Lock-Box  Account,
and none of the Company,  NSI  Georgia,  Borrower,  nor any of their  respective
affiliates  will have any control of the  Lock-Boxes or the Lock-Box  Account or
any access  thereto,  (ii) you will  either  continue to send the funds from the
Lock-Boxes to the Lock-Box Account,  or will redirect the funds as the Agent may
otherwise  request,  (iii) you will  transfer  monies on deposit in the Lock-Box
Account to the following account:

       Bank Name:                Wachovia Bank, N.A.
       Location:                 Winston-Salem, SC
       ABA Routing No.:          ABA # 053100494
       Credit Account No.:       For credit to Blue Ridge Asset Funding Account
                                 #8735-098787.
       Reference:  Blue Ridge/NSI Funding, Inc.
       Attention:  John Dillon, tel. (336) 732-2690


or to such  other  account as the Agent may  specify,  (iv) all  services  to be
performed by you under the Service  Agreement will be performed on behalf of the
Agent, and (v) all correspondence or other mail which you have agreed to send to
the Company,  NSI Georgia or Borrower will be sent to the Agent at the following
address:

       Wachovia Bank, N.A., as Agent
       191 Peachtree Street
       Mail Stop GA-423
       Atlanta, GA  30303
       Attn:  Elizabeth K. Wagner, Asset-Backed Finance
       FAX:  (404) 332- 5152

Moreover, upon such notice, the Agent will have all rights and remedies given to
the Company (and Borrower, as the Company's and NSI Georgia's ultimate assignee)
under the Service Agreement. The Company agrees, however, to continue to pay all
fees and other assessments due thereunder at any time.

     4. You hereby  acknowledge that monies deposited in the Lock-Box Account or
any other account established with you by the Agent for the purpose of receiving
funds from the Lock-Boxes are subject to the liens of the Agent, and will not be
subject to deduction, set-off, banker's lien or any other right you or any other
party may have against the Company,  NSI Georgia or Borrower except that you may
debit the Lock-Box Account for any items deposited  therein that are returned or

                                                                        Page 203
                                                               Exhibit 10(i)A(4)

otherwise  not  collected and for all charges,  fees,  commissions  and expenses
incurred by you in providing  services  hereunder,  all in accordance  with your
customary practices for the charge back of returned items and expenses.

     5. You will be  liable  only for  direct  damages  in the event you fail to
exercise  ordinary care. You shall be deemed to have exercised  ordinary care if
your action or failure to act is in conformity with general banking usages or is
otherwise a commercially  reasonable practice of the banking industry. You shall
not be liable for any special,  indirect or consequential  damages,  even if you
have been advised of the possibility of these damages.

     6. The parties  acknowledge that you may assign or transfer your rights and
obligations  hereunder  solely to a  wholly-owned  subsidiary of [insert name of
Collection Bank's holding company].

     7. Borrower  agrees to indemnify you for, and hold you harmless  from,  all
claims,  damages,  losses,  liabilities  and expenses,  including legal fees and
expenses,  resulting  from or with  respect  to this  letter  agreement  and the
administration and maintenance of the Lock-Box Account and the services provided
hereunder, including, without limitation: (a) any action taken, or not taken, by
you in regard thereto in accordance with the terms of this letter agreement, (b)
the breach of any  representation  or warranty made by Borrower pursuant to this
letter agreement,  (c) any item,  including,  without limitation,  any automated
clearinghouse transaction, which is returned for any reason, and (d) any failure
of Borrower to pay any invoice or charge to you for  services in respect to this
letter  agreement  and the  Lock-Box  Account  or any  amount  owing to you from
Borrower with respect thereto or to the service provided hereunder.

     8. THIS  LETTER  AGREEMENT  AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES
HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF  _________,  WHICH STATE SHALL BE YOUR  "LOCATION"  FOR
PURPOSES OF THE UNIFORM COMMERCIAL CODE FROM AND AFTER JULY 1, 2001. This letter
agreement  may be  executed  in any  number  of  counterparts  and  all of  such
counterparts  taken  together  will be  deemed  to  constitute  one and the same
instrument.

     9. This letter agreement contains the entire agreement between the parties,
and may not be altered, modified,  terminated or amended in any respect, nor may
any right,  power or privilege  of any party  hereunder be waived or released or
discharged,  except upon execution by all parties hereto of a written instrument
so  providing.  In the event that any  provision in this letter  agreement is in
conflict with, or is inconsistent  with, any provision of the Service Agreement,
this letter agreement will exclusively govern and control.  Each party agrees to
take all  actions  reasonably  requested  by any  other  party to carry  out the
purposes of this letter  agreement or to preserve and protect the rights of each
party hereunder.

                                                                        Page 204
                                                               Exhibit 10(i)A(4)

     Please  indicate  your  agreement to the terms of this letter  agreement by
signing in the space provided below. This letter agreement will become effective
immediately  upon  execution of a  counterpart  of this letter  agreement by all
parties hereto.

                         Very truly yours,

                         NSI ENTERPRISES, INC., A CALIFORNIA CORPORATION


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

                         NATIONAL SERVICE INDUSTRIES, INC., A GEORGIA CORPORATION


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



                         NSI FUNDING, INC., A DELAWARE CORPORATION

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

                                                                        Page 205
                                                               Exhibit 10(i)A(4)


Acknowledged and agreed to as of the
date first above written:

[COLLECTION BANK]


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



WACHOVIA BANK, N.A., AS AGENT


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



                                                                        Page 206
                                                               Exhibit 10(i)A(4)


                                                      ANNEX A
                                                  FORM OF NOTICE

                                           [On letterhead of the Agent]


                                                      [Date]



[Collection Bank Name]
[Collection Bank Address]

Attn:  ____________________
Fax No. (___) ______________

Re:  NSI Enterprises, Inc./National Service Industries, Inc./NSI Funding, Inc.


Ladies and Gentlemen:

     We hereby  notify you that we are  exercising  our rights  pursuant to that
certain letter agreement dated ____________, 2001 (the "Letter Agreement") among
NSI Enterprises, Inc., National Service Industries, Inc., NSI Funding, Inc., you
and us, to have the name of, and to have  exclusive  ownership  and  control of,
account  no.  __________  identified  in the  Letter  Agreement  (the  "Lock-Box
Account")  maintained  with you,  transferred  to us. The Lock-Box  Account will
henceforth  be a  zero-balance  account,  and funds  deposited  in the  Lock-Box
Account  should  be  sent at the end of each  day to the  account  specified  in
Section  3(i)  of  the  Letter  Agreement,  or  as  otherwise  directed  by  the
undersigned.  You have  further  agreed to perform  all other  services  you are
performing under the "Service Agreement" (as defined in the Letter Agreement) on
our behalf.

     We appreciate your cooperation in this matter.

                                            Very truly yours,

                                            WACHOVIA BANK, N.A., AS AGENT


                                            By:__________________________
                                                              Title:



                                                                        Page 207
                                                               Exhibit 10(i)A(4)>


                               SCHEDULE 1

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                                                                        Page 208
                                                               Exhibit 10(i)A(4)


                                  EXHIBIT VII

                          FORM OF ASSIGNMENT AGREEMENT

     THIS ASSIGNMENT AGREEMENT (this "Assignment  Agreement") is entered into as
of the ___  day of  ____________,  ____,  by and  between  _____________________
("Assignor") and __________________ ("Assignee").

                             PRELIMINARY STATEMENTS

     A. This Assignment  Agreement is being executed and delivered in accordance
with Section  12.1(b) of that certain Credit and Security  Agreement dated as of
May 2,  2001 by and among NSI  Funding,  Inc.,  as  Borrower,  National  Service
Industries,  Inc., as Servicer,  Blue Ridge Asset Funding Corporation,  Wachovia
Bank,  N.A.,  as Agent,  and the  Liquidity  Banks party  thereto  (as  amended,
modified or restated from time to time, the "Credit and Security Agreement") and
that certain  Liquidity Asset Purchase  Agreement dated as of May 2, 2001 by and
among Blue  Ridge,  the  Liquidity  Banks from time to time  party  thereto  and
Wachovia  Bank,  N.A.,  as Agent (as amended,  modified or restated from time to
time,  the  "Liquidity  Agreement").  Capitalized  terms used and not  otherwise
defined herein are used with the meanings set forth or incorporated by reference
in the Credit and Security Agreement.

     B. Assignor is a Liquidity Bank party to the Credit and Security  Agreement
and the  Liquidity  Agreement,  and Assignee  wishes to become a Liquidity  Bank
thereunder; and

     C. Assignor is selling and assigning to Assignee an undivided ____________%
(the  "Transferred  Percentage")  interest  in  all  of  Assignor's  rights  and
obligations  under  the  Transaction  Documents  and  the  Liquidity  Agreement,
including,  without  limitation,  Assignor's  Commitment,  Assignor's  Liquidity
Commitment and (if applicable) Assignor's Loans as set forth herein.

                                    AGREEMENT

     The parties hereto hereby agree as follows:

     1. The sale, transfer and assignment effected by this Assignment  Agreement
shall become  effective  (the  "Effective  Date") two (2) Business Days (or such
other date selected by the Agent in its sole  discretion)  following the date on
which a notice  substantially  in the  form of  Schedule  II to this  Assignment
Agreement  ("Effective  Notice")  is  delivered  by the  Agent  to  Blue  Ridge,
Borrower,  Servicer,  Assignor and Assignee.  From and after the Effective Date,
Assignee  shall be a Liquidity  Bank party to the Credit and Security  Agreement
for all  purposes  thereof as if  Assignee  were an original  party  thereto and
Assignee  agrees  to be  bound  by all of the  terms  and  provisions  contained
therein.

     2. If Assignor has no outstanding  principal  under the Credit and Security
Agreement or the Liquidity  Agreement,  on the Effective Date, Assignor shall be
deemed to have hereby  transferred and assigned to Assignee,  without  recourse,

                                                                        Page 209
                                                               Exhibit 10(i)A(4)

representation  or warranty  (except as provided in paragraph 6 below),  and the
Assignee shall be deemed to have hereby irrevocably taken,  received and assumed
from Assignor, the Transferred Percentage of Assignor's Commitment and Liquidity
Commitment and all rights and obligations  associated  therewith under the terms
of the Credit and Security  Agreement  and the Liquidity  Agreement,  including,
without  limitation,  the  Transferred  Percentage of Assignor's  future funding
obligations under the Credit and Security Agreement and the Liquidity Agreement.

     3. If Assignor has any outstanding  principal under the Credit and Security
Agreement  and  Liquidity  Agreement,  at or before  12:00  noon,  local time of
Assignor,  on the Effective Date Assignee shall pay to Assignor,  in immediately
available funds, an amount equal to the sum of (i) the Transferred Percentage of
the  outstanding   principal  of  Assignor's  Loans  and,  without  duplication,
Assignor's  Percentage  Interests (as defined in the Liquidity  Agreement) (such
amount, being hereinafter referred to as the "Assignee's  Principal");  (ii) all
accrued but unpaid (whether or not then due) Interest attributable to Assignee's
Principal;  and (iii)  accruing  but unpaid  fees and other  costs and  expenses
payable in respect of Assignee's  Principal for the period  commencing upon each
date such unpaid amounts commence accruing,  to and including the Effective Date
(the "Assignee's Acquisition Cost"); whereupon, Assignor shall be deemed to have
sold, transferred and assigned to Assignee, without recourse,  representation or
warranty (except as provided in paragraph 6 below), and Assignee shall be deemed
to have hereby  irrevocably  taken,  received  and assumed  from  Assignor,  the
Transferred Percentage of Assignor's Commitment, Liquidity Commitment, Loans (if
applicable) and Percentage  Interests (if applicable) and all related rights and
obligations  under  the  Transaction  Documents  and  the  Liquidity  Agreement,
including,  without limitation,  the Transferred Percentage of Assignor's future
funding  obligations  under the Credit and Security  Agreement and the Liquidity
Agreement.

     4.  Concurrently  with the  execution  and delivery  hereof,  Assignor will
provide to Assignee  copies of all  documents  requested by Assignee  which were
delivered  to Assignor  pursuant  to the Credit and  Security  Agreement  or the
Liquidity Agreement.

     5. Each of the parties to this Assignment Agreement agrees that at any time
and from time to time upon the  written  request  of any  other  party,  it will
execute and deliver such further  documents  and do such further acts and things
as such other party may  reasonably  request in order to effect the  purposes of
this Assignment Agreement.

     6. By executing and  delivering  this  Assignment  Agreement,  Assignor and
Assignee confirm to and agree with each other, the Agent and the Liquidity Banks
as  follows:  (a) other than the  representation  and  warranty  that it has not
created  any  Adverse  Claim  upon any  interest  being  transferred  hereunder,
Assignor makes no representation or warranty and assumes no responsibility  with
respect  to any  statements,  warranties  or  representations  made by any other
Person  in or in  connection  with  any  of  the  Transaction  Documents  or the
Liquidity  Agreement  or  the  execution,  legality,  validity,  enforceability,
genuineness,   sufficiency  or  value  of  Assignee,  the  Credit  and  Security
Agreement, the Liquidity Agreement or any other instrument or document furnished
pursuant thereto or the perfection, priority, condition, value or sufficiency of

                                                                        Page 210
                                                               Exhibit 10(i)A(4)

any Collateral;  (b) Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of Borrower, any Obligor,
any Affiliate of Borrower or the  performance  or  observance  by Borrower,  any
Obligor, any Affiliate of Borrower of any of their respective  obligations under
the Transaction Documents or any other instrument or document furnished pursuant
thereto or in connection therewith; (c) Assignee confirms that it has received a
copy of each of the Transaction Documents and the Liquidity Agreement, and other
documents and information as it has requested and deemed appropriate to make its
own credit  analysis and decision to enter into this Assignment  Agreement;  (d)
Assignee will,  independently  and without reliance upon the Agent,  Blue Ridge,
Borrower or any other  Liquidity  Bank or Lender and based on such documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in taking or not taking action under the Transaction  Documents
and the Liquidity  Agreement;  (e) Assignee appoints and authorizes the Agent to
take such  action as agent on its behalf and to exercise  such powers  under the
Transaction  Documents and the Liquidity Agreement as are delegated to the Agent
by the terms  thereof,  together with such powers as are  reasonably  incidental
thereto;  and (f) Assignee  agrees that it will perform in accordance with their
terms all of the obligations which, by the terms of the Liquidity Agreement, the
Credit and Security Agreement and the other Transaction Documents,  are required
to be performed by it as a Liquidity Bank or, when applicable, as a Lender.

     7. Each party hereto  represents  and warrants to and agrees with the Agent
that it is aware of and  will  comply  with the  provisions  of the  Credit  and
Security  Agreement,  including,  without  limitation,  Sections  14.5  and 14.6
thereof.

     8.  Schedule  I hereto  sets forth the  revised  Commitment  and  Liquidity
Commitment of Assignor and the Commitment and Liquidity  Commitment of Assignee,
as well as administrative information with respect to Assignee.

     9. THIS  ASSIGNMENT  AGREEMENT  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     10. Assignee hereby  covenants and agrees that,  prior to the date which is
one year and one day after the  payment in full of all senior  indebtedness  for
borrowed money of Blue Ridge, it will not institute  against,  or join any other
Person  in  instituting  against,  Blue  Ridge any  bankruptcy,  reorganization,
arrangement,  insolvency or liquidation  proceedings or other similar proceeding
under the laws of the United States or any state of the United States.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Assignment
Agreement to be executed by their  respective  duly  authorized  officers of the
date hereof.

                                            [ASSIGNOR]


                                            By:  _________________________
                                            Title:


                                                                        Page 211
                                                               Exhibit 10(i)A(4)


                                            [ASSIGNEE]


                                            By:  __________________________
                                            Title:



                                                                                                              Page 212
                                                                                                      Exhibit 10(i)A(4)


                                        SCHEDULE I TO ASSIGNMENT AGREEMENT

                                        LIST OF LENDING OFFICES, ADDRESSES
                                        FOR NOTICES AND COMMITMENT AMOUNTS

Date:  _____________, ______

Transferred Percentage:    ____________%


---------------- --------------- ----------------- --------------- ----------------- ----------------- ----------------
                      A-1              A-2              B-1              B-2               C-1               C-2
---------------- --------------- ----------------- --------------- ----------------- ----------------- ----------------
Assignor           Commitment       Commitment      Outstanding     Ratable Share       Liquidity         Liquidity
                   (prior to      (after giving    principal (if    of Outstanding      Commitment       Commitment
                 giving effect    effect to the         any)          principal         (prior to       (after giving
                     to the         Assignment                                        giving effect     effect to the
                   Assignment       Agreement)                                            to the         Assignment
                   Agreement)                                                           Assignment       Agreement)
                                                                                        Agreement)
---------------- --------------- ----------------- --------------- ----------------- ----------------- ----------------


---------------- --------------- ----------------- --------------- ----------------- ----------------- ----------------
                      A-1              A-2              B-1              B-2               C-1               C-2
---------------- --------------- ----------------- --------------- ----------------- ----------------- ----------------
Assignee           Commitment       Commitment      Outstanding     Ratable Share       Liquidity         Liquidity
                   (prior to      (after giving    principal (if    of Outstanding      Commitment       Commitment
                 giving effect    effect to the         any)          principal         (prior to       (after giving
                     to the         Assignment                                        giving effect     effect to the
                   Assignment       Agreement)                                            to the         Assignment
                   Agreement)                                                           Assignment       Agreement)
                                                                                        Agreement)
---------------- --------------- ----------------- --------------- ----------------- ----------------- ----------------


Address for Notices
-------------------

Attention:
Phone:
Fax:




                                                                        Page 213
                                                               Exhibit 10(i)A(4)


                       SCHEDULE II TO ASSIGNMENT AGREEMENT

                                EFFECTIVE NOTICE

TO:      ________________________, Assignor


TO:      ________________________, Assignee

     The undersigned,  as Agent under the Credit and Security Agreement dated as
of May 2, 2001 by and among NSI Funding,  Inc.,  as Borrower,  National  Service
Industries,  Inc., as Servicer,  Blue Ridge Asset Funding Corporation,  Wachovia
Bank, N.A., as Agent, and the Liquidity Banks party thereto, hereby acknowledges
receipt of executed counterparts of a completed Assignment Agreement dated as of
____________,    2001   between    __________________,    as    Assignor,    and
__________________,  as Assignee. Terms defined in such Assignment Agreement are
used herein as therein defined.

     1.  Pursuant  to such  Assignment  Agreement,  you  are  advised  that  the
Effective Date will be

     2. Each of the undersigned  hereby consents to the Assignment  Agreement as
required by Section 12.1(b) of the Credit and Security Agreement.

     [3. Pursuant to such Assignment Agreement,  the Assignee is required to pay
$____________  to Assignor at or before  12:00 noon (local time of  Assignor) on
the Effective Date in immediately available funds.]

                                            Very truly yours,

                                            WACHOVIA BANK, N.A., as Agent


                                            By: __________________________
                                            Title:_______________________


                                                                        Page 214
                                                               Exhibit 10(i)A(4)


                                            BLUE RIDGE ASSET FUNDING CORPORATION

                                            BY:  WACHOVIA BANK, N.A., ITS ATTORNEY-IN-FACT


                                            By:  ____________________________
                                            Name:
                                            Title:



***[Borrower hereby consents to the foregoing assignment:

NSI Funding, Inc.


By:  ______________________________
         Name:
         Title:]****


                                                                                                         Page 215
                                                                                                Exhibit 10(i)A(4)


                                                   EXHIBIT VIII

                                              FORM OF MONTHLY REPORT

-----------------------------------------------------------------------------------------------------------------
                                            Monthly Receivables Report
                                               For the Month Ended:
                                                _____________, 20__
                                                     (Page 1)
-----------------------------------------------------------------------------------------------------------------

                                                        ($)
-----------------------------------------------------------------------------------------------------------------

I . Portfolio Information
-----------------------------------------------------------------------------------------------------------------
                           1. Beginning of Month Balance: (Total A/R Outstanding)
-----------------------------------------------------------------------------------------------------------------
                           2. Gross Sales (Domestic &amp; Foreign):
-----------------------------------------------------------------------------------------------------------------
                           3. Deduct:
-----------------------------------------------------------------------------------------------------------------
                                                          a. Total Collections:
-----------------------------------------------------------------------------------------------------------------
                                                          b. Dilution
-----------------------------------------------------------------------------------------------------------------
                                                          c. Write Offs
-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
                           4.
-----------------------------------------------------------------------------------------------------------------
                              a. Calculated Ending A/R Balance [(1) + (2) - (3 a,b,c)+(3d)]:
-----------------------------------------------------------------------------------------------------------------
                              b. Reported Ending A/R Balance
-----------------------------------------------------------------------------------------------------------------
                              c. Difference (If any)
-----------------------------------------------------------------------------------------------------------------
                           5. Deduct:
-----------------------------------------------------------------------------------------------------------------
                                                          a. Defaulted Receivables
-----------------------------------------------------------------------------------------------------------------
                                                          b. Government
-----------------------------------------------------------------------------------------------------------------
                                                          c. Foreign
-----------------------------------------------------------------------------------------------------------------
                                                          d. Contra
-----------------------------------------------------------------------------------------------------------------
                                                          e. Bankrupt
-----------------------------------------------------------------------------------------------------------------
                                                          f. Ineligible Terms > 90 days (5% carve-out)
-----------------------------------------------------------------------------------------------------------------
                                                          g. Installment Contracts
-----------------------------------------------------------------------------------------------------------------
                                                          H. Total Ineligibles
-----------------------------------------------------------------------------------------------------------------
                           6. Eligible Receivables [(4 b) - (5.h.)]:
-----------------------------------------------------------------------------------------------------------------
                           7. Deduct: Excess Concentration:
-----------------------------------------------------------------------------------------------------------------
                           8. Net Pool Balance [(6) -(7)]:
-----------------------------------------------------------------------------------------------------------------
                           9.            Aging                       Current                   One Month
-----------------------------------------------------------------------------------------------------------------
                                       Schedule:                      Month               %      Prior
-----------------------------------------------------------------------------------------------------------------
                           a.            #REF!
-----------------------------------------------------------------------------------------------------------------
                           b.            #REF!
-----------------------------------------------------------------------------------------------------------------
                           c.            #REF!
-----------------------------------------------------------------------------------------------------------------
                           d.            #REF!
-----------------------------------------------------------------------------------------------------------------
                           e.            #REF!
-----------------------------------------------------------------------------------------------------------------
                           f.            #REF!
-----------------------------------------------------------------------------------------------------------------
                           h.     Total:
-----------------------------------------------------------------------------------------------------------------



                                                                                                         Page 216
                                                                                                Exhibit 10(i)A(4)



                                            Monthly Receivables Report
                                               For the Month Ended:
                                                _____________, 20__
                                                     (Page 2)
                                                         $

II. Calculations Reflecting Current Activity
-----------------------------------------------------------------------------------------------------------------
           10. Face Value CP Outstanding
-----------------------------------------------------------------------------------------------------------------
           11. Required Reserve %
-----------------------------------------------------------------------------------------------------------------
           12. Required Reserve [(8) x (11)]:
-----------------------------------------------------------------------------------------------------------------

III. Compliance
-----------------------------------------------------------------------------------------------------------------
           13. Asset Interest [(10) + (12) / (8)] &#139; 100% :
-----------------------------------------------------------------------------------------------------------------
           14. 3M Avg. Delinquency Ratio
-----------------------------------------------------------------------------------------------------------------
           15. 3M Avg. Default Ratio
-----------------------------------------------------------------------------------------------------------------
           16. 3M Avg. Dilution Ratio
-----------------------------------------------------------------------------------------------------------------
           17. Facility Limit [(12)&#139;= $xxxx
-----------------------------------------------------------------------------------------------------------------



                                                                                                         Page 217
                                                                                                Exhibit 10(i)A(4)



                                            Monthly Receivables Report
                                               For the Month Ended:
                                                _____________, 20__
                                                     (Page 3)
                                                         $
         IV. Excess Concentration: (Calculation)
-----------------------------------------------------------------------------------------------------------------
                             Eligible
                             Receivables
-----------------------------------------------------------------------------------------------------------------
                                Allowable      Max.             Credit
                                ----------     -----            -------
                                Percentage     Allowable        Rating
                                ----------     ----------       ------
                                               Balance)
                                               --------
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
                                  Largest        Short-Term    Allowable     Total    Allowable         Excess
                                 Obligors       Debt Rating   Percentage  Receivables Receivables    Receivables
-----------------------------------------------------------------------------------------------------------------
                           1
-----------------------------------------------------------------------------------------------------------------
                           2
-----------------------------------------------------------------------------------------------------------------
                           3
-----------------------------------------------------------------------------------------------------------------
                           4
-----------------------------------------------------------------------------------------------------------------
                           5
-----------------------------------------------------------------------------------------------------------------
                           6
-----------------------------------------------------------------------------------------------------------------
                           7
-----------------------------------------------------------------------------------------------------------------
                           8
-----------------------------------------------------------------------------------------------------------------
                           9
-----------------------------------------------------------------------------------------------------------------
                          10
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
                             Total                                                 $0         $0           $0
-----------------------------------------------------------------------------------------------------------------
The  undersigned  hereby  represents  and warrants  that the  foregoing is a true and  accurate  accounting  in all
material respects with respect to outstanding  Receivables as of  ______________  (the "Report Date") in accordance
with the Credit and Security  Agreement dated as of May 2, 2001 (it being understood that any error,  inaccuracy or
omission in the foregoing that, when corrected,  reveals that the Aggregate  Principal exceeded the Borrowing Limit
as of the Report Date shall  constitute a material  error or inaccuracy  herein) and that all  representations  and
warranties related to such Agreement are restated and reaffirmed.



Signed:  ____________________________                         Date:  ______________________________
Name:
Title:
-----------------------------------------------------------------------------------------------------------------




                                                                        Page 218
                                                               Exhibit 10(i)A(4)


                              EXHIBIT IX [FORM OF]
                            PERFORMANCE UNDERTAKING

     This Performance Undertaking (this "Undertaking"), dated as of May 2, 2001,
is executed by National Service  Industries,  Inc., a Delaware  corporation (the
"Performance  Guarantor") in favor of NSI Funding,  Inc., a Delaware corporation
(together with its successors and assigns, "Recipient").

                                    RECITALS

1.   NSI Enterprises,  Inc., a California  corporation ("NSI Enterprises"),  and
     National Service  Industries,  Inc., a Georgia  corporation  ("NSI Georgia"
     and,  together with NSI Enterprises,  the  "Originators")  are parties to a
     Receivables Sale Agreement,  dated as of May 2, 2001 (as amended,  restated
     or otherwise  modified from time to time, the "First-Step Sale Agreement"),
     pursuant  to which NSI  Enterprises,  subject  to the terms and  conditions
     contained  therein,  plans to sell its  right,  title and  interest  in its
     accounts receivable and certain related assets to NSI Georgia.

2.   NSI  Georgia  and  Recipient   are  parties  to  a  Receivables   Sale  and
     Contribution  Agreement,  dated as of May 2, 2001 (as amended,  restated or
     otherwise modified from time to time, the "Sale and Contribution Agreement"
     and, together with the First-Step Sale Agreement,  the "Sale  Agreements"),
     pursuant  to  which  NSI  Georgia,  subject  to the  terms  and  conditions
     contained  therein,  plans  to sell or  contribute  its  right,  title  and
     interest in certain of its accounts  receivable and certain  related assets
     (including  NSI Georgia's  rights under the First-Step  Sale  Agreement) to
     Recipient.

3.   Recipient  intends to finance its purchases under the Sale and Contribution
     Agreement in part by borrowing under a Credit and Security  Agreement dated
     as of May 2, 2001 (as the same may from time to time  hereafter be amended,
     supplemented,  restated or  otherwise  modified,  the "Credit and  Security
     Agreement" and, together with the Sale Agreements,  the "Agreements") among
     Recipient,  as Borrower, NSI Georgia, as initial Servicer, Blue Ridge Asset
     Funding   Corporation  ("Blue  Ridge"),   the  banks  and  other  financial
     institutions from time to time party thereto as "Liquidity Banks" (together
     with Blue Ridge,  the "Lenders")  and Wachovia Bank,  N.A. or any successor
     agent appointed pursuant to the terms of the Credit and Security Agreement,
     as agent for the Lenders (in such capacity, the "Agent").

4.   Performance  Guarantor  owns,  directly or indirectly,  one hundred percent
     (100%) of the capital stock of each of the Originators  and Recipient,  and
     each  of  the  Originators  (and  accordingly,  Performance  Guarantor)  is
     expected to receive  substantial  direct and indirect  benefits  from their
     sales and/or  contributions of receivables  pursuant to the Sale Agreements
     (which benefits are hereby acknowledged).

5.   As an inducement for Recipient to acquire Originators'  accounts receivable
     pursuant  to the Sale  Agreements,  Performance  Guarantor  has  agreed  to
     guaranty (a) the due and punctual  performance  by NSI  Enterprises  of its

                                                                        Page 219
                                                               Exhibit 10(i)A(4)

     obligations  under the First-Step Sale Agreement,  (b) the due and punctual
     performance  by  NSI  Georgia  of  its  obligations   under  the  Sale  and
     Contribution  Agreement,  and (c) the due and punctual  performance  by NSI
     Georgia of its servicing  duties,  and NSI Enterprises of its sub-servicing
     duties, under the Credit and Security Agreement.

6.   Performance  Guarantor wishes to guaranty the due and punctual  performance
     by NSI Enterprises and NSI Georgia of the aforesaid obligations as provided
     herein.

                                    AGREEMENT

     NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

     Section  1.  Definitions.  Capitalized  terms used  herein and not  defined
herein shall the respective  meanings  assigned  thereto in the  Agreements.  In
addition:

     "Guaranteed   Obligations"   means,   collectively,   (a)  all   covenants,
agreements,  terms,  conditions and  indemnities to be performed and observed by
(i) NSI  Enterprises as seller under the  First-Step  Sale Agreement or (ii) NSI
Georgia as seller and  contributor  under the Sale and  Contribution  Agreement,
including,  without  limitation,  in each of the  foregoing  cases,  the due and
punctual  payment  of all sums  which are or may  become due and owing by either
such Originator in its capacity as a seller or seller and contributor  under the
Sale Agreements,  whether for fees,  expenses  (including  actual and reasonable
counsel fees), indemnified amounts or otherwise, whether upon any termination or
for any other reason, and (b) all Servicing-Related Obligations.

     "Servicing  Related  Obligations" means all covenants,  agreements,  terms,
conditions  and  indemnities  to be performed and observed by (i) NSI Georgia in
its capacity as Servicer  under the Credit and Security  Agreement,  and/or (ii)
NSI  Enterprises  in its  capacity as a  sub-servicing  delegate of the Servicer
under the Credit and Security Agreement.

     Section 2. Guaranty of Performance of Guaranteed  Obligations.  Performance
Guarantor  hereby  guarantees  to Recipient,  the full and punctual  payment and
performance by each Originator of its respective  Guaranteed  Obligations.  This
Undertaking is an absolute,  unconditional  and continuing  guaranty of the full
and punctual performance of all Guaranteed  Obligations of each Originator under
the  Agreements  and each  other  document  executed  and  delivered  by  either
Originator  pursuant to the  Agreements  and is in no way  conditioned  upon any
requirement  that Recipient first attempt to collect any amounts owing by either
Originator to Recipient, the Agent or Blue Ridge from any other Person or resort
to any collateral security,  any balance of any deposit account or credit on the
books of Recipient, the Agent or Blue Ridge in favor of either Originator or any
other  Person or other means of  obtaining  payment.  Should  either  Originator
default in the  payment or  performance  of any of its  Guaranteed  Obligations,
Recipient (or its assigns) may cause the immediate  performance  by  Performance
Guarantor  of the  Guaranteed  Obligations  and  cause  any  payment  Guaranteed
Obligations  to become  forthwith due and payable to Recipient (or its assigns),
without  demand  or notice  of any  nature  (other  than as  expressly  provided

                                                                        Page 220
                                                               Exhibit 10(i)A(4)

herein),  all of which are hereby  expressly  waived by  Performance  Guarantor.
Notwithstanding  the  foregoing,  this  Undertaking  is not a  guarantee  of the
payment or collection of any of the  Receivables or the Loans,  and  Performance
Guarantor shall not be responsible for any Guaranteed  Obligations to the extent
the failure to perform such Guaranteed  Obligations by either Originator results
from Receivables being uncollectible on account of the insolvency, bankruptcy or
lack of  creditworthiness  of the related Obligor;  provided that nothing herein
shall  relieve  either   Originator  from  performing  in  full  its  Guaranteed
Obligations  under the  Agreements or Performance  Guarantor of its  undertaking
hereunder with respect to the full performance of such duties.

     Section 3. Performance  Guarantor's Further Agreements to Pay.  Performance
Guarantor  further agrees, as the principal obligor and not as a guarantor only,
to  pay  to  Recipient  (and  its  assigns),  forthwith  upon  demand  in  funds
immediately available to Recipient, all reasonable costs and expenses (including
court costs and  reasonable  legal  expenses)  actually  incurred or expended by
Recipient in connection with  enforcement of the Guaranteed  Obligations  and/or
this  Undertaking,  together  with  interest on amounts not paid by  Performance
Guarantor  under this  Undertaking  within two Business  Days after such amounts
become due until payment,  at a rate of interest (computed for the actual number
of days  elapsed  based on a 360 day year)  equal to the Prime  Rate plus 2% per
annum, such rate of interest changing when and as the Prime Rate changes.

     Section 4. Waivers by Performance  Guarantor.  Performance Guarantor waives
notice of acceptance of this Undertaking,  notice of any action taken or omitted
by  Recipient  (or  its  assigns)  in  reliance  on  this  Undertaking,  and any
requirement  that  Recipient  (or its  assigns)  be diligent or prompt in making
demands  under  this  Undertaking,  giving  notice  of  any  Termination  Event,
Amortization  Event, other default or omission by either Originator or asserting
any other  rights of Recipient  under this  Undertaking.  Performance  Guarantor
warrants  that it has  adequate  means to  obtain  from  each  Originator,  on a
continuing  basis,  information  concerning  the  financial  condition  of  such
Originator, and that it is not relying on Recipient to provide such information,
now or in the future. Performance Guarantor also irrevocably waives all defenses
(i) that at any time may be available in respect of the  Guaranteed  Obligations
by virtue of any statute of  limitations,  valuation,  stay,  moratorium  law or
other similar law now or hereafter in effect or (ii) that arise under the law of
suretyship,  including  impairment of  collateral.  Recipient  (and its assigns)
shall be at  liberty,  without  giving  notice  to or  obtaining  the  assent of
Performance  Guarantor  and  without  relieving  Performance  Guarantor  of  any
liability  under this  Undertaking,  to deal with each  Originator and with each
other party who now is or after the date hereof becomes liable in any manner for
any of the  Guaranteed  Obligations,  in such  manner as  Recipient  in its sole
discretion  deems fit,  and to this end  Performance  Guarantor  agrees that the
validity and enforceability of this Undertaking,  including without  limitation,
the provisions of Section 7 hereof,  shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitutions for, the Guaranteed Obligations or any part thereof
or any agreement  relating  thereto at any time;  (b) any failure or omission to
enforce any right, power or remedy with respect to the Guaranteed Obligations or
any part thereof or any agreement relating thereto,  or any collateral  securing
the  Guaranteed  Obligations  or any part thereof;  (c) any waiver of any right,
power or remedy or of any Termination Event, Amortization Event, or default with

                                                                        Page 221
                                                               Exhibit 10(i)A(4)

respect to the  Guaranteed  Obligations  or any part  thereof  or any  agreement
relating thereto; (d) any release, surrender,  compromise,  settlement,  waiver,
subordination  or  modification,  with or  without  consideration,  of any other
obligation of any person or entity with respect to the Guaranteed Obligations or
any  part  thereof;  (e)  the  enforceability  or  validity  of  the  Guaranteed
Obligations or any part thereof or the genuineness,  enforceability  or validity
of any agreement relating thereto or with respect to the Guaranteed  Obligations
or any part thereof; (f) the application of payments received from any source to
the payment of any payment  obligations of either Originator or any part thereof
or amounts which are not covered by this  Undertaking  even though Recipient (or
its assigns)  might  lawfully have elected to apply such payments to any part or
all of the payment  obligations  of such  Originator or to amounts which are not
covered by this  Undertaking;  (g) the  existence of any claim,  setoff or other
rights  which  Performance  Guarantor  may  have  at  any  time  against  either
Originator  in  connection  herewith  or  any  unrelated  transaction;  (h)  any
assignment or transfer of the Guaranteed Obligations or any part thereof; or (i)
any failure on the part of either  Originator to perform or comply with any term
of the  Agreements or any other  document  executed in  connection  therewith or
delivered  thereunder,  all whether or not Performance  Guarantor shall have had
notice or knowledge of any act or omission  referred to in the foregoing clauses
(a) through (i) of this Section 4.

     Section 5. Unenforceability of Guaranteed  Obligations Against Originators.
Notwithstanding  (a) any change of ownership of Performance  Guarantor or either
Originator or the insolvency, bankruptcy or any other change in the legal status
of either  Originator;  (b) the change in or the imposition of any law,  decree,
regulation or other governmental act which does or might impair, delay or in any
way  affect  the  validity,  enforceability  or  the  payment  when  due  of the
Guaranteed  Obligations  (unless the same shall be applicable to the Performance
Guarantor);  (c) the failure of either  Originator or  Performance  Guarantor to
maintain in full force,  validity or effect or to obtain or renew when  required
all  governmental  and  other  approvals,   licenses  or  consents  required  in
connection with the Guaranteed  Obligations or this Undertaking,  or to take any
other action  required in connection  with the  performance  of all  obligations
pursuant to the Guaranteed Obligations or this Undertaking; or (d) if any of the
moneys included in the Guaranteed  Obligations  have become  irrecoverable  from
either  Originator  for any other reason other than final payment in full of the
payment  obligations  in accordance  with their terms or lawful setoff of claims
against  the  Purchasers,  this  Undertaking  shall  nevertheless  be binding on
Performance  Guarantor.  This  Undertaking  shall be in  addition  to any  other
guaranty or other security for the Guaranteed  Obligations,  and it shall not be
rendered unenforceable by the invalidity of any such other guaranty or security.
In the event that  acceleration of the time for payment of any of the Guaranteed
Obligations  is stayed upon the  insolvency,  bankruptcy  or  reorganization  of
either Originator or for any other reason with respect to either Originator, all
such amounts then due and owing with respect to the Guaranteed Obligations under
the terms of the  Agreements,  or any other  agreement  evidencing,  securing or
otherwise  executed in  connection  with the  Guaranteed  Obligations,  shall be
immediately due and payable by Performance Guarantor.

     Section 6.  Representations  and Warranties.  Performance  Guarantor hereby
represents  and  warrants  to  Recipient  and its assigns  that (a)  Performance

                                                                        Page 222
                                                               Exhibit 10(i)A(4)

Guarantor is a corporation duly organized, validly existing and in good standing
under  the  laws of  Delaware  and has all  corporate  powers  and all  material
governmental licenses, authorizations,  consents and approvals required to carry
on its  business  as now  conducted,  and (b) this  Undertaking  has  been  duly
executed and  delivered by  Performance  Guarantor and  constitutes  its legally
valid and binding  obligation,  enforceable  against  Performance  Guarantor  in
accordance with its terms, provided that the enforceability hereof is subject to
general  principles  of equity and to  bankruptcy,  insolvency  and similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
equitable principles.

     Section 7. Subrogation.  Notwithstanding anything to the contrary contained
herein, until the Guaranteed Obligations are paid in full Performance Guarantor:
(a) will not enforce or otherwise  exercise any right of  subrogation  to any of
the rights of Recipient, the Agent or Blue Ridge against either Originator,  (b)
hereby waives all rights of subrogation (whether contractual,  under Section 509
of the United States  Bankruptcy  Code, at law or in equity or otherwise) to the
claims of Recipient,  the Agent and Blue Ridge against either Originator and all
contractual,   statutory   or  legal  or  equitable   rights  of   contribution,
reimbursement,  indemnification and similar rights and "claims" (as that term is
defined in the United States Bankruptcy Code) which Performance  Guarantor might
now have or hereafter  acquire  against  either  Originator  that arise from the
existence or performance of Performance Guarantor's  obligations hereunder,  (c)
will not claim any setoff,  recoupment or counterclaim against either Originator
in respect of any liability of Performance  Guarantor to such Originator and (d)
waives any benefit of and any right to participate  in any  collateral  security
which may be held by Beneficiaries, the Agent or Blue Ridge.

     Section 8. Termination of Performance Undertaking.  Performance Guarantor's
obligations  hereunder  shall  continue  in full  force  and  effect  until  all
Obligations  are finally paid and  satisfied in full and the Credit and Security
Agreement is  terminated,  provided that this  Undertaking  shall continue to be
effective or shall be reinstated,  as the case may be, if at any time payment or
other  satisfaction  of any of the  Guaranteed  Obligations is rescinded or must
otherwise  be  restored  or  returned  upon  the  bankruptcy,   insolvency,   or
reorganization of either Originator or otherwise, as though such payment had not
been made or other  satisfaction  occurred,  whether  or not  Recipient  (or its
assigns) is in possession of this  Undertaking.  No invalidity,  irregularity or
unenforceability  by reason of the federal  bankruptcy code or any insolvency or
other  similar  law,  or any law or order of any  government  or agency  thereof
purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall
impair,  affect, be a defense to or claim against the obligations of Performance
Guarantor under this Undertaking.

     Section 9. Effect of Bankruptcy. This Performance Undertaking shall survive
the  insolvency  of  either  Originator  and  the  commencement  of any  case or
proceeding by or against either Originator under the federal  bankruptcy code or
other   federal,   state  or  other   applicable   bankruptcy,   insolvency   or
reorganization  statutes.  No automatic stay under the federal  bankruptcy  code
with respect to either  Originator or other federal,  state or other  applicable
bankruptcy,  insolvency or reorganization statutes to which either Originator is
subject shall  postpone the  obligations  of  Performance  Guarantor  under this
Undertaking.

                                                                        Page 223
                                                               Exhibit 10(i)A(4)

     Section 10. Setoff.  Regardless of the other means of obtaining  payment of
any of the  Guaranteed  Obligations,  Recipient  (and  its  assigns)  is  hereby
authorized  at any  time and  from  time to time  during  the  existence  of any
Amortization  Event,  without notice to  Performance  Guarantor (any such notice
being  expressly  waived by  Performance  Guarantor)  and to the fullest  extent
permitted  by law, to set off and apply any  deposits and other sums against the
obligations of Performance  Guarantor under this  Undertaking  then past due for
more than two Business Days.

     Section  11.  Taxes.  All  payments  to be  made by  Performance  Guarantor
hereunder  shall be made free and clear of any deduction or withholding  (except
for taxes excluded under Section 10.1 of the Credit and Security Agreement).  If
Performance Guarantor is required by law to make any deduction or withholding on
account  of any  Taxes or  otherwise  from any such  payment  (except  for taxes
excluded under Section 10.1 of the Credit and Security  Agreement),  the sum due
from it in respect of such payment shall be increased to the extent necessary to
ensure  that,  after the  making of such  deduction  or  withholding,  Recipient
receive  a net sum  equal to the sum  which  they  would  have  received  had no
deduction or withholding been made.

     Section 12. Further Assurances.  Performance  Guarantor agrees that it will
from  time to time,  at the  request  of  Recipient  (or its  assigns),  provide
information  relating to the  business and affairs of  Performance  Guarantor as
Recipient may reasonably request.

     Section 13. Successors and Assigns.  This Performance  Undertaking shall be
binding upon Performance  Guarantor,  its successors and permitted assigns,  and
shall inure to the benefit of and be enforceable by Recipient and its successors
and  assigns.  Without  limiting  the  generality  of  the  foregoing  sentence,
Recipient may pledge or assign, and hereby notifies  Performance  Guarantor that
it has pledged and assigned,  this Performance Undertaking to the Agent, for the
benefit  of the  Lenders,  as  security  for the  Obligations,  and  Performance
Guarantor  hereby  acknowledges  that the Agent  may  enforce  this  Performance
Undertaking,  on behalf of Recipient  and the  Lenders,  with the same force and
effect as though  the Agent  were the  Recipient  hereunder.  Subject to Section
7.1(c)(ii) of the Credit and Security Agreement,  Performance  Guarantor may not
assign or transfer any of its  obligations  hereunder  without the prior written
consent of each of Recipient and the Agent.

     Section 14. Amendments and Waivers. No amendment or waiver of any provision
of this  Undertaking  nor  consent to any  departure  by  Performance  Guarantor
therefrom  shall be effective  unless the same shall be in writing and signed by
Recipient,  the Agent  and  Performance  Guarantor.  No  failure  on the part of
Recipient to exercise,  and no delay in exercising,  any right  hereunder  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right hereunder  preclude any other or further  exercise thereof or the exercise
of any other right.

     Section 15.  Notices.  All notices and other  communications  provided  for
hereunder  shall be made in writing and shall be  addressed  as  follows:  if to
Performance  Guarantor,  at the address set forth beneath its signature  hereto,

                                                                        Page 224
                                                               Exhibit 10(i)A(4)

and if to  Recipient,  at the  addresses  set forth beneath its signature to the
Credit and Security Agreement, or at such other addresses as each of Performance
Guarantor or any  Recipient  may  designate  in writing to the other.  Each such
notice or other communication shall be effective (a) if given by telecopy,  upon
the receipt thereof, (b) if given by mail, five (5) Business Days after the time
such  communication is deposited in the mail with first class postage prepaid or
(c) if given by any other means,  when received at the address specified in this
Section 15.

     Section  16.  GOVERNING  LAW.  THIS  UNDERTAKING   SHALL  BE  CONSTRUED  IN
ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
GEORGIA.

     Section 17. CONSENT TO  JURISDICTION.  TO THE FULLEST  EXTENT  PERMITTED BY
APPLICABLE  LAW:  (A)  EACH  OF  PERFORMANCE   GUARANTOR  AND  RECIPIENT  HEREBY
IRREVOCABLY  SUBMITS TO THE  NON-EXCLUSIVE  JURISDICTION  OF ANY  UNITED  STATES
FEDERAL OR GEORGIA STATE COURT SITTING IN FULTON  COUNTY,  GEORGIA IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING,  THE AGREEMENTS OR
ANY OTHER DOCUMENT EXECUTED IN CONNECTION  THEREWITH OR DELIVERED THEREUNDER AND
(B) EACH OF PERFORMANCE  GUARANTOR AND RECIPIENT HEREBY  IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED
IN ANY SUCH COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.

     Section  18.  WAIVER OF JURY  TRIAL.  TO THE MAXIMUM  EXTENT  PERMITTED  BY
APPLICABLE LAW, EACH OF PERFORMANCE  GUARANTOR AND RECIPIENT HEREBY WAIVES TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER  SOUNDING IN TORT,  CONTRACT OR  OTHERWISE)  IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED  WITH THIS  UNDERTAKING,  THE  AGREEMENTS  OR ANY OTHER
DOCUMENT  EXECUTED  IN  CONNECTION  THEREWITH  OR  DELIVERED  THEREUNDER  OR THE
RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER

     Section 19. Bankruptcy Petition. Performance Guarantor hereby covenants and
agrees that, prior to the date that is one year and one day after the payment in
full of all  outstanding  senior  indebtedness  owed by Blue Ridge,  it will not
institute against, or join any other Person in instituting  against,  Blue Ridge
any   bankruptcy,   reorganization,   arrangement,   insolvency  or  liquidation
proceedings or other similar  proceeding  under the laws of the United States or
any state of the United States.

     Section  20.  Miscellaneous.   This  Undertaking   constitutes  the  entire
agreement of Performance Guarantor with respect to the matters set forth herein.
The rights and remedies  herein provided are cumulative and not exclusive of any

                                                                        Page 225
                                                               Exhibit 10(i)A(4)

remedies  provided by law or any other agreement,  and this Undertaking shall be
in  addition  to any other  guaranty of or  collateral  security  for any of the
Guaranteed Obligations. The provisions of this Undertaking are severable, and in
any action or  proceeding  involving  any state  corporate  law, or any state or
federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors  generally,  if the obligations of Performance  Guarantor hereunder
would otherwise be held or determined to be avoidable,  invalid or unenforceable
on  account  of the  amount of  Performance  Guarantor's  liability  under  this
Undertaking,  then,  notwithstanding  any other provision of this Undertaking to
the contrary,  the amount of such liability shall, without any further action by
Performance Guarantor or Recipient,  be automatically limited and reduced to the
highest  amount that is valid and  enforceable  as  determined in such action or
proceeding.   Any  provisions  of  this  Undertaking  which  are  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.  Unless otherwise specified,  references herein to "Section"
shall mean a reference to sections of this Undertaking.



                            {signature page follows}


                                                                        Page 226
                                                               Exhibit 10(i)A(4)


     IN WITNESS WHEREOF, Performance Guarantor has caused this Undertaking to be
executed and delivered as of the date first above written.

                         National Service Industries, Inc., A DELAWARE CORPORATION

                         By: ______________________________
                         Name: ____________________________
                         Title: _____________________________

                         Address for Notices:

                         NSI Center
                         1420 Peachtree Street, N.E.
                         Atlanta, Georgia 30309
                         Attention: Treasurer
                         Telecopier: 404-853-1330
                         Telephone: 404-853-1368





                                                                        Page 227
                                                               Exhibit 10(i)A(4)



                                   SCHEDULE A

                         COMMITMENTS OF LIQUIDITY BANKS

--------------------------------------------------------------------------------
     LIQUIDITY BANK                                          COMMITMENT
    --------------                                          ----------
   Wachovia Bank, N.A.                                       $150,000,000





                                                                        Page 228
                                                               Exhibit 10(i)A(4)


                                   SCHEDULE B
                     DOCUMENTS TO BE DELIVERED TO THE AGENT
                       ON OR PRIOR TO THE INITIAL PURCHASE

     1. Executed copies of the First-Step  Sale Agreement,  duly executed by NSI
Enterprises  and NSI  Georgia,  together  with all  closing  documents  required
thereunder.

     2. Executed copies of the Receivables Sale Agreement,  duly executed by NSI
Georgia and Borrower, together with all closing documents required thereunder.

     3. Executed copies of the Credit and Security  Agreement,  duly executed by
the parties thereto.

     4. Copy of the Resolutions of the Board of Directors of each Loan Party and
Performance  Guarantor  certified by its  Secretary  authorizing  such  Person's
execution, delivery and performance of this Agreement and the other documents to
be delivered by it hereunder.

     5.  Articles  or  Certificate  of  Incorporation  of each  Loan  Party  and
Performance Guarantor certified by the Secretary of State of its jurisdiction of
incorporation on or within thirty (30) days prior to the initial Advance.

     6. Good Standing Certificate for each Loan Party and Performance  Guarantor
issued  by the  Secretaries  of State of its  state  of  incorporation  and each
jurisdiction where it has material operations, each of which is listed below:

          a.   Borrower: Delaware and Georgia

          b.   Servicer: Georgia

          c.   Performance Guarantor: Delaware and Georgia

          d.   NSI Enterprises: California and Georgia

     7. A  certificate  of the  Secretary  of each Loan  Party  and  Performance
Guarantor  certifying (i) the names and signatures of the officers authorized on
its behalf to execute this Agreement and any other  documents to be delivered by
it hereunder and (ii) a copy of such Person's By-Laws.

     8.  Pre-filing  state  and  federal  tax lien,  judgment  lien and UCC lien
searches against each Loan Party from the following jurisdictions:

          a.   Borrower:   Fulton   County,   GA  and  Georgia   Superior  Court
               Cooperative Authority

                                                                        Page 229
                                                               Exhibit 10(i)A(4)

          b.   Servicer:   Fulton   County,   GA  and  Georgia   Superior  Court
               Cooperative Authority

     9. Proper financing  statements,  duly filed under the UCC on or before the
date of the initial Advance in all  jurisdictions as may be necessary or, in the
opinion of the Agent, desirable,  under the UCC of all appropriate jurisdictions
or any comparable law in order to perfect the ownership  interests  contemplated
by this Agreement.

     10.  Copies of proper UCC  termination  statements,  if any,  necessary  to
release  all  security   interests  and  other  rights  of  any  Person  in  the
Receivables, Contracts or Related Security previously granted by Borrower.

     11. Executed copies of Collection  Account Agreements for each Lock-Box and
Collection Account.

     12.  A  favorable  opinion  of  legal  counsel  for the  Loan  Parties  and
Performance  Guarantor  reasonably  acceptable to the Agent which  addresses the
following matters and such other matters as the Agent may reasonably request:

     (a) Each of the Loan Parties and  Performance  Guarantor  is a  corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
state of ______________.

     (b) Each of the Loan Parties and  Performance  Guarantor  has all requisite
authority to conduct its business in each  jurisdiction  where  failure to be so
qualified would have a material adverse effect on such entity's business.

     (c) The execution and delivery by each of the Loan Parties and  Performance
Guarantor of the Transaction Document to which it is a party and its performance
of its  obligations  thereunder  have  been  duly  authorized  by all  necessary
organizational action and proceedings on the part of such entity and will not:

     (i)  require  any  action  by  or  in  respect  of,  or  filing  with,  any
governmental  body,  agency or official  (other than the filing of UCC financing
statements);

     (ii) contravene, or constitute a default under, any provision of applicable
law or regulation or of its articles or certificate of  incorporation  or bylaws
or of any agreement,  judgment,  injunction,  order,  decree or other instrument
binding upon such entity; or

     (iii) result in the creation or  imposition  of any Adverse Claim on assets
of  such  entity  or any of its  Subsidiaries  (except  as  contemplated  by the
Transaction Documents).

     (d) Each of the Transaction Documents to which each of the Loan Parties and
Performance  Guarantor is a party has been duly  executed and  delivered by such
entity and constitutes the legally valid, and binding  obligation of such entity
enforceable in accordance  with its terms,  except to the extent the enforcement
thereof may be limited by  bankruptcy,  insolvency or similar laws affecting the

                                                                        Page 230
                                                               Exhibit 10(i)A(4)

enforcement of creditors'  rights generally and subject also to the availability
of equitable remedies if equitable remedies are sought.

     (e) The  provisions  of the Credit and Security  Agreement are effective to
create valid  security  interests in favor of the Agent,  for the benefit of the
Secured Parties,  in all of Borrower's  right,  title and interest in and to the
Receivables and Related Security described therein which constitute  "accounts,"
"chattel  paper"  or  "general   intangibles"  (each  as  defined  in  the  UCC)
(collectively,  the  "Opinion  Collateral"),  as security for the payment of the
Obligations.

     (f) Each of the UCC-1 Financing  Statements naming Borrower as debtor,  and
Agent, as secured party,  to be filed in the [describe  filing  offices],  is in
appropriate  form for  filing  therein.  Upon  filing  of such  UCC-1  Financing
Statements in such filing  offices and payment of the required  filing fees, the
security interest in favor of the Agent, for the benefit of the Secured Parties,
in the Opinion Collateral will be perfected.

     (g) Based solely on our review of the  [describe UCC Search  Reports],  and
assuming (i) the filing of the Financing  Statements and payment of the required
filing  fees in  accordance  with  paragraph  (f) and  (ii) the  absence  of any
intervening filings between the date and time of the Search Reports and the date
and time of the filing of the Financing Statements, the security interest of the
Agent in the Opinion Collateral is prior to any security interest granted in the
Opinion  Collateral by Borrower,  the priority of which is determined  solely by
the filing of a financing statement in the [describe filing offices].

     (h) Neither of the Loan  Parties is a "holding  company"  or a  "subsidiary
holding company" of a "holding company" within the meaning of the Public Utility
Holding Company Act of 1935, as amended,  or an "investment  company" within the
meaning of the Investment Company Act of 1940, as amended.

     13. A Compliance Certificate.

     14. The Fee Letter.

     15. A Monthly Report as at _____________, 2001.

     16.  Executed  copies of (i) all consents  from and  authorizations  by any
Persons and (ii) all waivers and amendments to existing credit facilities,  that
are necessary in connection with this Agreement.

     17. If applicable,  a direction letter executed by each of the Loan Parties
authorizing  the Agent and Blue Ridge,  and directing  warehousemen to allow the
Agent and Blue Ridge to inspect and make copies from such Loan Party's books and
records maintained at off-site data processing or storage facilities.

     18. The Liquidity Agreement, duly executed by each of the parties thereto.

                                                                        Page 231
                                                               Exhibit 10(i)A(4)

     19. Performance Undertaking, duly executed by the Performance Guarantor.

     20. If applicable,  for each Lender that is not incorporated under the laws
of the United States of America,  or a state thereof,  two duly completed copies
of United States Internal Revenue Service Form W-8BEN or W-8ECI,  as applicable,
certifying in either case that such Lender is entitled to receive payments under
the Agreement  without  deduction or  withholding  of any United States  federal
income taxes.



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