Multicurrency Receivables Transfer Agreement - Storage Technology Corp. and Bank of America NT&SA


                         MULTICURRENCY
                 RECEIVABLES TRANSFER AGREEMENT

                  DATED AS OF JANUARY 29, 1996

                            BETWEEN

                 STORAGE TECHNOLOGY CORPORATION

           AS TRANSFEROR AND INITIAL SERVICING AGENT

                              AND

     BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

                         AS TRANSFEREE


                       TABLE OF CONTENTS

                                                             Page

                           ARTICLE I
                     TRANSFERS AND PAYMENTS

1.01  Agreement to Transfer and Acquire                         2
1.02  Procedures for Designation and Transfer                   2
1.03  Purchase Price Calculation                               10
1.04  Payment; Discount; Assignment Certificate                12
1.05  Facility Limit                                           13
1.06  Voluntary Termination of Facility; Reduction of
      Facility Limit or Base Foreign Currency Amount           13
1.07  Termination Date; Extension of Termination Date          14
1.08  Early Termination or Reduction Payments                  14
1.09  Reductions of Base Foreign Currency Amount below
      Letter of Credit Amount.                                 17
1.10  No Assumption                                            17

                           ARTICLE II
                    COLLECTIONS; SETTLEMENT

2.01  Deemed Collections; Substitution of Receivables          17
2.02  Treatment of Collections and Deemed Collections;
      Reconveyance                                             18
2.03  Settlement Procedures                                    19
2.04  Settlement of Forward Contracts                          20
2.05  Netting of Payments on Certain Settlement Dates          20
2.06  Drawings on Letter of Credit                             21
2.07  Payments and Computations, Etc                           22

                          ARTICLE III
                   FEES AND YIELD PROTECTION

3.01  Fees                                                     22
3.02  Yield Protection                                         22
3.03  Inability to Determine Eurodollar Rate; Failure to
      Specify Settlement Date                                  23
3.04  Funding Losses                                           24
3.05  Taxes, Etc                                               25
3.06  Set-off                                                  26

                           ARTICLE IV
           CONDITIONS TO EFFECTIVENESS AND TRANSFERS

4.01  Conditions Precedent to Effectiveness                    26
4.02  Conditions Precedent to each Supplement                  27
4.03  Conditions Precedent to All Transfers                    27

                          ARTICLE V
                 REPRESENTATIONS AND WARRANTIES

5.01  Representations and Warranties of Transferor             28

                          ARTICLE VI
                GENERAL COVENANTS OF TRANSFEROR

6.01  Affirmative Covenants of Transferor                      31
6.02  Negative Covenants of Transferor                         35
6.03  Grant of Security Interest                               35

                          ARTICLE VII
                 ADMINISTRATION AND COLLECTION

7.01  Designation of the Servicing Agent                       36
7.02  Duties of the Servicing Agent                            36
7.03  Rights of Transferee                                     37
7.04  Responsibilities of Transferor                           39

                          ARTICLE VIII
                       TERMINATION EVENTS

8.01  Termination Events                                       40
8.02  Remedies                                                 43
8.03  Drawing on Letter of Credit                              44

                          ARTICLE IX
                  INDEMNIFICATION; EXCULPATION

9.01  Indemnities by Transferor                                45
9.02  Exculpation                                              46

                           ARTICLE X
                           GUARANTEE
10.01  Guarantee                                               46
10.02  Waivers                                                 47
10.03  No Impairment                                           47
10.04  Waiver of Resort                                        47
10.05  Reinstatement                                           48
10.06  Subrogation, Waivers, Etc                               48

                           ARTICLE XI
                         MISCELLANEOUS

11.01  Amendments, Waivers, Etc                                49
11.02  Notices, Etc                                            50
11.03  Binding Effect; Assignability; Survival of Provisions   50
11.04  Governing Law                                           50
11.05  Costs, Expenses and Taxes                               51
11.06  Execution in Counterparts                               51
11.07  Confidentiality                                         52
11.08  Release                                                 54
11.09  Severability of Provisions                              54
11.10  Conflict in Agreement Documents.                        54
11.11  Legal Representation of Parties.                        54
11.12  Recording.                                              54
11.13  Judgments                                               55
11.14  Submission to Jurisdiction                              55
11.15  Integration                                             55
11.16  Waiver of Jury Trial                                    55

                 LIST OF SCHEDULES AND EXHIBITS


SCHEDULE I             Definitions

SCHEDULE II            Determination Dates

EXHIBIT 1.02(b)        Form of Supplement

EXHIBIT 1.02(f)        Form of Deficiency Certificate

EXHIBIT 1.04(d)        Form of Assignment Certificate

EXHIBIT 1.07(c)        Form of Amendment

EXHIBIT 2.02(b)-1      Form of Request for Reconveyance

EXHIBIT 2.02(b)-2      Form of Reconveyance by Transferee

EXHIBIT 4.01(d)        Form of Opinion of Counsel for Transferor

EXHIBIT 4.03(b)        Form of Letter of Credit

EXHIBIT 4.03(c)        List of UCC Filing Jurisdictions

EXHIBIT 4.03(e)        Form of Officer's Certificate

EXHIBIT 5.01(d)        Schedule of Litigation

EXHIBIT 5.01(h)        List of Names Used by Transferor

     THIS MULTICURRENCY RECEIVABLES TRANSFER AGREEMENT (this "Agreement"),
dated as of January 29, 1996 is between STORAGE TECHNOLOGY CORPORATION, a
Delaware corporation, as Transferor ("Transferor") and initial Servicing
Agent, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a
national banking association ("Transferee").

                           RECITALS

     A.   Transferor now owns, or from time to time hereafter will own,
certain Receivables generated in the ordinary course of its business which
Transferor wishes to transfer to Transferee.

     B.   Transferee has agreed to acquire such Receivables and certain
Related Assets from Transferor on the terms and conditions set forth in
this Agreement.

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

                DEFINITIONS AND RELATED MATTERS

     In this Agreement, unless otherwise specified:

          (a)  capitalized terms, "currency", and "foreign currency" are
     used as defined in Schedule I;

          (b)  accounting terms shall be interpreted, and accounting
     determinations and computations made, in accordance with GAAP;

          (c)  terms defined in Article 9 of the California UCC and not
     otherwise defined herein are used as defined in such Article 9;

          (d)  references to any Article, Section, Exhibit or Schedule
     refer to such Article or Section of, or Exhibit or Schedule to, this
     Agreement, and references in any Article, Section or definition to
     any subsection or clause refer to such subsection or clause of such
     Article, Section or definition;

          (e)  "herein", "hereof", "hereto", "hereunder" and similar terms
     refer to this Agreement as a whole and not to any particular Section,
     paragraph or provision of this Agreement;

          (f)  "including" means including without limitation, and other
     forms of the verb "to include" have correlative meanings;

          (g)  for purposes of calculating interest, any fee, discount or
     any other amount accrued over a period of time, the first day of such
     period shall be included and the last day excluded;

          (h)  a reference to any Person includes such Person's successors
     and assigns, unless such successors and assigns are not permitted by
     this Agreement and reference to a Person in a particular capacity
     excludes such Person in any other capacity or individually;

          (i)  a reference to any law, rule or regulation refers to such
     law, rule or regulation as amended from time to time and includes any
     successor law, rule or regulation; and

          (j)  captions are solely for convenience of reference and shall
     not affect the meaning of this Agreement.


                           ARTICLE I
                     TRANSFERS AND PAYMENTS

     SECTION 1.01   Agreement to Transfer and Acquire.  On the terms and
conditions hereinafter set forth, from time to time on each Transfer Date
occurring on or prior to the Termination Date, Transferor agrees to
assign, transfer and convey to Transferee, and Transferee agrees to
acquire from Transferor: (a) all of Transferor's right, title and interest
in, to and under an aggregate amount of Eligible Receivables having a
Dollar Equivalent Balance equal to the Required Dollar Receivables Amount
for such Transfer Date; (b) all Collections with respect to such
Receivables; and (c) all proceeds of any of the foregoing.  The items
listed above in clauses (b) and (c) are herein collectively called the
"Related Assets."  The Receivables and the Related Assets transferred or
to be transferred on a Transfer Date are herein collectively called the
"Transferred Assets".  Title to the Transferred Assets which are
transferred on any Transfer Date will pass to Transferee on such Transfer
Date.

     SECTION 1.02   Procedures for Designation and Transfer.

     (a)  Certain Definitions.  As used herein:

          (i)  "Determination Date" means each date set forth in
     Schedule II hereto, as in effect from time to time, or, if any such
     date is not a Business Day, the immediately preceding Business Day.

          (ii) "Transfer Date" means each date designated in any
     Supplement as a Transfer Date.  No Transfer Date shall fall less than
     four Eurodollar Business Days after the immediately preceding
     Determination Date.  Not more than twelve Transfer Dates may fall in
     any twelve-month period.

          (iii)     "LIBOR Fixing Date" means, with respect to any
     Transfer Date, the third Eurodollar Business Day preceding such
     Transfer Date.

          (iv) "Settlement Date" means with respect to any Transfer Date,
     the Business Day specified by Transferor as the Settlement Date for
     such Transfer Date in the notice delivered by Transferor pursuant to
     Section 1.02(d), or, if no such notice is given, in the applicable
     Assignment Certificate, provided, that no Settlement Date may fall
     later than the earlier of (A) 50 days after the applicable Transfer
     Date and (B) the next succeeding Transfer Date.  Each Settlement Date
     shall be a Eurodollar Business Day.

     (b)  Supplements.

          (i)  Each agreement by the parties to make one or more Transfers
     hereunder shall be made pursuant to a supplement to this Agreement (a
     "Supplement") entered into by the parties hereto from time to time
     prior to the third Business Day before the last Determination Date
     which falls prior to the then Scheduled Termination Date, in
     substantially the form of Exhibit 1.02(b), specifying therein:

               (A)  each Transfer Date to occur pursuant to such
     Supplement,

                    (B)  the aggregate amount, expressed in the applicable
          foreign currencies, which will be used to calculate the Required
          Dollar Receivables Amount pursuant to Section 1.02(c) in order
          to determine the aggregate amount of Receivables that Transferee
          is to acquire on such Transfer Date (each such amount of a
          particular foreign currency for a particular Transfer Date being
          herein called a "Base Foreign Currency Amount"),

                    (C)  the total Purchase Price in Dollars that
          Transferee is to pay Transferor on such Transfer Date for the
          Transferred Assets to be acquired on such Transfer Date, and

                    (D)  the Dollar portion of such total Purchase Price
          which is allocable to each Base Foreign Currency Amount for such
          Transfer Date (each an "Allocated Purchase Price").

          (ii) If the Transferor wishes to enter into a Supplement,
     Transferor will deliver to Transferee by facsimile at the address
     specified in Section 11.02 a proposed Supplement, showing in the
     spaces provided the Transfer Dates and the applicable Base Foreign
     Currency Amounts requested by Transferor.  Following Transferee's
     receipt of such proposed Supplement, Transferee will consult with
     Transferor and will notify Transferor of the Allocated Purchase Price
     which Transferee is prepared to pay on each applicable Transfer Date
     in respect of each Base Foreign Currency Amount shown on such
     Supplement, and the total Purchase Price in Dollars which Transferee
     is prepared to pay on each such Transfer Date.  Such Allocated
     Purchase Prices will be determined by Transferee in good faith based
     on market conditions.  If Transferee and Transferor agree to each
     such Allocated Purchase Price and total Purchase Price, they will
     enter into a Supplement reflecting such agreement.  Neither
     Transferor nor Transferee will have any obligation to agree to any
     proposed Allocated Purchase Price or total Purchase Price.
     Transferee will have no obligation to notify Transferor of any
     Allocated Purchase Price for any Base Foreign Currency Amount
     proposed by Transferor if Transferee informs Transferor that such
     Base Foreign Currency Amount is not freely available and commercially
     transferable in the relevant amount at such time or for any other
     relevant period.

          (iii)     Notwithstanding anything contained herein to the
     contrary,

                    (A)  Transferor shall not be obligated to enter into
          any Supplement at any time prior to any agreement by Transferor
          and Transferee of the terms and provisions thereof; and

                    (B)  Transferee shall not be obligated to enter into
          any Supplement:

                              (1)  if Transferee and Transferor have not
               agreed to any Allocated Purchase Price or total Purchase
               Price applicable to such Supplement;

                              (2)  if the total Purchase Price for any
               Transfer Date would exceed the Facility Limit, or if the
               latest Transfer Date under such Supplement would fall after
               the Scheduled Termination Date;

                              (3)  at any time when any Carryforward
               Amount is outstanding; or

                              (4)  if any of the conditions precedent to
               such Supplement specified in Section 4.02 have not been
               met.

     (c)  Determination Date - Calculation of Required Dollar Receivables
Amount.  On each Determination Date, the Transferee will after
consultation with Transferor determine the Required Dollar Receivables
Amount applicable to the Transfer Date which immediately follows such
Determination Date.  The "Required Dollar Receivables Amount" applicable
to any Transfer Date shall in all cases be denominated in Dollars and
equal the sum of the separate Dollar amounts which would result from the
conversion of each Base Foreign Currency Amount shown on the applicable
Supplement for such Transfer Date into Dollars at a rate of exchange for
each applicable currency, for value on such Transfer Date, which is
determined by Transferee in good faith on the Determination Date based on
market conditions (each a "Determination Date Exchange Rate").  While
Transferee will consult with Transferor in determining such rates of
exchange and the Required Dollar Receivables Amount, any determination by
Transferee of any Determination Date Exchange Rate or any Required Dollar
Receivables Amount shall be conclusive and binding on the parties for all
purposes.

     (d)  LIBOR Fixing Date - Specification of Settlement Date and
Discount.

          (i)  On each LIBOR Fixing Date, no later than 10:00 a.m.,
     San Francisco time, Transferor will notify Transferee in writing of
     (A) the Settlement Date which will be applicable to the Transfer Date
     which immediately follows such LIBOR Fixing Date and (B) whether the
     Transferred Receivables Amount on such Transfer Date will be equal to
     the Required Dollar Receivables Amount, or whether it will furnish a
     Deficiency Certificate to Transferee.  If the Transferor notifies the
     Transferee of the applicable Settlement Date and that such
     Transferred Receivables Amount will be equal to the Required Dollar
     Receivables Amount, the Transferee will calculate the Discount which
     will be applicable to the Purchase Price which is payable by
     Transferee on such Transfer Date pursuant to Section 1.04, and will
     notify Transferor of such Discount.  Such Discount will be calculated
     in Dollars, regardless of the currencies of the Receivables which are
     sold to Transferee on such Transfer Date.  If Transferor indicates
     that it will furnish a Deficiency Certificate, Transferor will notify
     Transferee in reasonable detail what ineligible Receivables may be
     available for Transfer on the Transfer Date.

          (ii) In the absence of any such notification pursuant to clause
     (i), (A) the Settlement Date for such Transfer Date will be the date
     specified in the Assignment Certificate which is delivered on the
     applicable Transfer Date, and (B) the Purchase Price or Reduced
     Purchase Price shall not be discounted, but instead the Transferor
     will pay the Transferee yield based on the Reference Rate, as
     provided in Section 3.03.

     (e)  Specification of Currencies and Amounts of Receivables to be
Transferred; Forward Contracts.

          (i)  On any Transfer Date, Transferor may transfer Receivables
     to Transferee which are denominated either in Dollars or in other
     currencies listed in Annex 1 to Exhibit 1.02(b) (as in effect from
     time to time), provided that the aggregate amounts of the Receivables
     so transferred shall be equal to the amounts required by this
     Agreement.

          (ii) No later than 3:00 p.m. San Francisco time on the Business
     Day immediately preceding any Transfer Date, Transferor will give
     written notice to Transferee specifying (A) the aggregate amount of
     Dollar denominated Receivables which will be transferred on such
     Transfer Date as well as (B) the currencies and amounts of foreign
     currency denominated Receivables to be transferred on such Transfer
     Date.  Each such currency must be either Dollars or a currency listed
     in Annex 1 to Exhibit 1.02(b), but such currencies are not required
     to be the same currencies as the applicable Base Foreign Currency
     Amounts, provided, that no Receivables to be transferred may be
     denominated in any currency which the Transferee in its discretion
     has determined may not be freely available and commercially
     transferable in the relevant amount and for the relevant times and
     periods.  If Transferor does not timely give such notice, Transferor
     will be deemed on such date to have requested that all Base Foreign
     Currency Amounts applicable to such Transfer Date be reduced to zero,
     and the parties will be obligated to make Early Termination Payments
     in respect of such reduction, calculated as provided in Section 1.08.
     In addition, Transferor will be obligated to make any payments
     required by Section 3.04 in respect of such reductions.

          (iii)     If Transferee has received timely notice from
     Transferor that all or some of the Receivables to be transferred on
     any Transfer Date will be denominated in currencies other than
     Dollars, then, on the Business Date immediately preceding such
     Transfer Date:

                    (A)  Transferor will allocate the Required Dollar
          Receivables Amount applicable to such Transfer Date between (1)
          the Receivables, if any, which will be transferred on such
          Transfer Date and which are denominated in Dollars, and (2) the
          foreign currency Receivables which will be so transferred.  The
          portion of the Required Dollar Receivables Amount which is
          allocable to such Dollar-denominated Receivables shall be equal
          to the aggregate Unpaid Balance of such Dollar-denominated
          Receivables.  The remainder of the Required Dollar Receivables
          Amount, which shall be denominated in Dollars (the "Required
          Foreign Currency Allocation"), shall be allocated to the
          Transferred Receivables denominated in foreign currencies, taken
          as a whole.

                    (B)  Transferor and Transferee will enter into forward
          contracts with respect to each foreign currency in which any of
          such Transferred Receivables are denominated, at rates
          determined by Transferee in good faith based on market
          conditions for value on the applicable Settlement Date, pursuant
          to which, on such Settlement Date, (1) Transferor will deliver
          to Transferee an aggregate amount of Dollars equal to the
          Required Foreign Currency Allocation and (2) Transferee will
          deliver to Transferor (subject to payment of such amounts by the
          Obligors and/or Transferor as guarantor under Article X) amounts
          in the foreign currencies in which the Transferred Receivables
          are denominated.

                    (C)  Following the entry by Transferor and Transferee
          into the forward contracts described in clause (B), the
          aggregate amount of the foreign-currency denominated Receivables
          which the Transferor will be required to transfer to Transferee
          on such Transfer Date will be adjusted (whether increased or
          decreased) to be equal to the amounts of such foreign currencies
          which Transferee is to deliver to Transferor on the applicable
          Settlement Dates pursuant to such forward contracts.  The amount
          of the Dollar-denominated Receivables to be transferred on such
          Transfer Date (if any), the aggregate Purchase Price (or Reduced
          Purchase Price, calculated according to Section 1.03(b), as
          applicable) to be paid by Transferee to Transferor, and the
          Discount applicable to such Purchase Price or Reduced Purchase
          Price shall all remain unchanged.

                    (D)  If Transferor and Transferee fail for any reason
          to enter into the forward contracts specified in clause (B) on
          the Business Day immediately preceding any Transfer Date, they
          will be deemed for all purposes hereof (without further action)
          to have entered into forward contracts on such Business Day
          pursuant to which, on the applicable Settlement Date:

                              (1)  Transferee delivers to Transferor an
               amount in each foreign currency in which Transferred
               Receivables are denominated equal to the aggregate amount
               of the Transferred Receivables denominated in such currency
               which were transferred on the applicable Transfer Date,
               subject to payment of such amounts to Transferee on the
               applicable Settlement Date by the Obligors and/or
               Transferor as guarantor under Article X; and

                              (2)  Transferor will pay to Transferee an
               aggregate amount in Dollars equal to the Required Foreign
               Currency Allocation.

                    In the event that the parties are deemed to (but do
          not actually) enter into forward contracts on any Transfer Date
          pursuant to this clause (D), no adjustment will be made to the
          amount of foreign currency denominated Receivables which are
          required to be transferred on such Transfer Date.

                    (E)  The exchange rates at which forward contracts are
          entered into pursuant to clause (B), or are deemed to be entered
          into pursuant to clause (D) are called the "Transfer Exchange
          Rates".

                    (F)  All forward contracts which are entered into
          pursuant to clause (B) or deemed to be entered into pursuant to
          clause (D) shall be settled as provided in Section 2.04.  All
          such settlements shall be subject to the terms of Section
          1.02(h), so that on each Settlement Date Transferor will be
          obligated to pay to Transferee in Dollars the Transferred
          Receivables Amount applicable to such Settlement Date.
          Following such payment, Transferor and Transferee shall have no
          further obligations under such forward contracts which have
          value dates falling on such Settlement Date.

     (f)  Delivery of Deficiency Certificate.

          (i)  The execution and delivery of any Supplement shall obligate
     Transferor to transfer to Transferee, on each Transfer Date specified
     therein, Eligible Receivables having an aggregate Dollar Equivalent
     Balance equal to the Required Dollar Receivables Amount applicable to
     such Transfer Date.  However, if, prior to 10:00 a.m. San Francisco
     time on any Transfer Date, Transferor furnishes Transferee with a
     certificate of Transferor's chief financial officer, treasurer, or
     assistant treasurer in the form of Exhibit 1.02(f) (a "Deficiency
     Certificate"), stating that the aggregate Dollar Equivalent Balance
     of all Eligible Receivables which will be owned by Transferor on such
     Transfer Date (after Transferor has used its best efforts to cause
     its Subsidiaries to sell their respective Receivables to Transferor)
     will be less than the Required Dollar Receivables Amount for such
     Transfer Date, then Transferor will only be required to transfer
     Eligible Receivables on such Transfer Date to the extent of the
     Eligible Receivables owned by Transferor on such Transfer Date,
     provided that Transferee may in its sole discretion require
     Transferor to transfer ineligible Receivables on any Transfer Date,
     if owned by Transferor or any of its Subsidiaries, up to the amount
     of the applicable deficiency.  Transferor will cooperate in good
     faith with Transferee in order to identify ineligible Receivables for
     possible transfer to Transferee pursuant to the foregoing proviso.

          (ii) If Transferor does not deliver a Deficiency Certificate to
     Transferee prior to 10:00 a.m. San Francisco time on any Transfer
     Date, Transferor will be deemed to have warranted and covenanted that
     on such Transfer Date Transferor will transfer Eligible Receivables
     to Transferee which have an aggregate Dollar Equivalent Balance equal
     to the Required Dollar Receivables Amount.

          (iii)     The parties agree that the fact that Eligible
     Receivables or ineligible Receivables are or may be owned by a
     Subsidiary of Transferor and/or are or may be subject to an Adverse
     Claim shall not relieve Transferor from its obligation to transfer
     such Eligible Receivables or ineligible Receivables hereunder on any
     Transfer Date.  Transferor expressly agrees that it (A) will use its
     best efforts to cause its Subsidiaries to sell Receivables to it, and
     (B) will cause any Adverse Claim on Eligible Receivables or
     ineligible Receivables to be released, in each case to the extent
     necessary to enable the Transferor to transfer Eligible Receivables
     (or to the extent permitted by Transferee, ineligible Receivables) on
     each Transfer Date in an aggregate Dollar Equivalent Balance equal to
     the Required Dollar Receivables Amount applicable thereto.
     Transferor may not issue any Deficiency Certificate if it is unable
     to transfer Receivables hereunder because of any Adverse Claims or
     because such Receivables are owned by any Subsidiary of Transferor
     (unless, in the case of Receivables owned by any such Subsidiary,
     Transferor has used its best efforts to cause such Subsidiary to
     transfer such Receivables to Transferor but has nevertheless been
     unable to do so) and no such inability may give rise to any
     Carryforward Amount.

          (iv) Nothing herein shall restrict Transferor from reducing any
     Base Foreign Currency Amount applicable to any Transfer Date in
     accordance with Section 1.06(b), whether or not Transferor has
     available Eligible Receivables or ineligible Receivables to be
     transferred hereunder, provided that Transferor shall make all
     payments required by Section 1.08 in connection with such reduction.

          (v)  Unless otherwise permitted by Transferee in its sole
     discretion, no Deficiency Certificate may be delivered, and no
     Carryforward Amount may be created or continue to exist, following
     any Change in Control or Early Termination.  On each Transfer Date
     following any Change of Control, Transferor will be required to
     Transfer to Transferee Eligible Receivables having an aggregate
     Dollar Equivalent Balance equal to the Required Dollar Receivables
     Amount for such Transfer Date.  If Transferor fails for any reason to
     Transfer Eligible Receivables in such Dollar Equivalent Balance on
     such Transfer Date, the parties will make payments to each other, as
     applicable, calculated as set forth in Section 3.04(b).  In addition,
     promptly following any Change in Control or Early Termination,
     Transferor will on demand pay to Transferee in Dollars in immediately
     available funds (x) the sum of all the amounts by which: (A) all
     Carryforward Amounts then in effect exceed (B) the Reduced Purchase
     Prices that would be applicable thereto (determined as set forth in
     the last sentence of Section 1.04(c)), plus (y) the aggregate of the
     Deferral Compensation Amounts applicable to such Carryforward Amounts
     that are accrued and unpaid at the date of such payment.  If the
     amounts described in clause (x)(B) exceed the amounts described in
     clause (x)(A), Transferee will on demand pay the excess to
     Transferor.

     (g)  Transfer of Senior Undivided Interests in Receivables.  In order
to permit Transferor to transfer Eligible Receivables with an aggregate
Dollar Equivalent Balance which precisely equals the applicable Required
Dollar Receivables Amount (or any lesser amount of Receivables permitted
pursuant to Section 1.02(f)), Transferor may transfer to Transferee senior
undivided interests in one or more Eligible Receivables (or, if permitted
by Transferee, ineligible Receivables), in each case in a specified Dollar
amount, to the extent necessary to cause the Transferred Receivables
Amount to equal precisely the Required Dollar Receivables Amount (or any
such permitted lesser amount).  Each such senior undivided interest and
the related Receivable shall be described in the Assignment Certificate
which is delivered in respect of such Transfer Date.  All Collections in
respect of such Receivables and the Related Assets in which Transferor
transfers such a senior undivided interest shall be applied first to
Transferee's senior undivided interests therein prior to any such
application to the residual interest of Transferor therein.  Transferor
warrants and covenants to Transferee that the Unpaid Balance and Dollar
Equivalent Balance of each Receivable which (or a senior undivided
interest in which) is transferred to Transferee will equal or exceed the
Unpaid Balance and Dollar Equivalent Balance of such Receivable which is
shown on the applicable Assignment Certificate as having been transferred
to Transferee.

     (h)  Payment in Dollars by Transferor.  Notwithstanding anything in
this Agreement, or in any forward contract which is or is deemed to be
entered into pursuant to this Agreement, and notwithstanding that all or
some of the Receivables which may be transferred hereunder may be
denominated in foreign currencies, it is of the essence under this
Agreement that all amounts payable to Transferee hereunder or in respect
of any Transferred Receivables shall be payable in Dollars, so that on
each Settlement Date, after giving effect to all Collections and deemed
Collections of Transferred Receivables, all payments by Transferor
pursuant to the guarantee set forth in Article X, and all payments by
Transferor in respect of any forward contracts which are or are deemed to
be entered into by Transferor or Transferee pursuant to this agreement,
Transferor (whether as Servicing Agent, Guarantor, forward contract
counterparty or otherwise) will pay to Transferee in Dollars in
immediately available funds the Transferred Receivables Amount applicable
to such Settlement Date.

     SECTION 1.03   Purchase Price Calculation.

     (a)  Payment of Purchase Price.  On the terms and conditions hereof,
on each Transfer Date, in consideration for the Transfer to Transferee of
Transferred Assets on such Transfer Date pursuant to Section 1.01,
Transferee shall pay to Transferor in Dollars in immediately available
funds (i) the Purchase Price which is specified for such Transfer Date in
the applicable Supplement, as such Supplement may be amended from time to
time in accordance with Section 1.06 or (ii) if applicable, the Reduced
Purchase Price calculated pursuant to Section 1.03(b), in either case,
minus any applicable Discount.

     (b)  Calculation of Reduced Purchase Price.

          (i)  The "Dollar Equivalent Balance" of (A) any Dollar
     denominated Receivable shall mean the Unpaid Balance thereof, and (B)
     any foreign currency denominated Receivable shall mean the Dollar
     amount obtained by converting the Unpaid Balance thereof into Dollars
     at the Transfer Exchange Rate.

          (ii) The aggregate Dollar Equivalent Balance of Receivables
     transferred to Transferee on any Transfer Date is herein called the
     "Transferred Receivables Amount".  If the Transferred Receivables
     Amount on any Transfer Date is less than the Required Dollar
     Receivables Amount applicable thereto, the total Purchase Price
     specified in the related Supplement that is to be paid on such
     Transfer Date shall be reduced to an amount (the "Reduced Purchase
     Price") equal to the product of (x) such total Purchase Price,
     multiplied by (y) a fraction, the numerator of which is the
     Transferred Receivables Amount on such Transfer Date and the
     denominator of which is the Required Dollar Receivables Amount for
     such Transfer Date.

     (c)  Carryforward Amount.  If Transferor furnishes a proper
Deficiency Certificate to Transferee, the difference between (x) the
Required Dollar Receivables Amount for the relevant Transfer Date and (y)
the Transferred Receivables Amount for such Transfer Date (such difference
being herein called the "Carryforward Amount") shall, at the sole option
of Transferee, be added to the Required Dollar Receivables Amount for each
subsequent Transfer Date (if any) until Transferee has acquired Eligible
Receivables (or, if required by Transferee, ineligible Receivables) on
such subsequent Transfer Dates having an aggregate Dollar Equivalent
Balance that exceeds the original Required Dollar Receivables Amount for
each such subsequent Transfer Date by an aggregate amount equal to such
Carryforward Amount.  The procedures described in the preceding sentence
shall be applied on each Transfer Date on which the then Transferred
Receivables Amount is less than the Required Dollar Receivables Amount.
If all Transfer Dates specified in all effective Supplements have
occurred, and any Carryforward Amount shall continue to be outstanding,
the Transferee may, in its sole option, require Transferor to designate
further Determination Dates (and related Transfer Dates), occurring at not
more than 40-day intervals, until Receivables having aggregate Dollar
Equivalent Balances equal to each outstanding Carryforward Amount have
been transferred to Transferee.  In the absence of such designation by
Transferor, Transferee may specify such Determination Dates and Transfer
Dates.  Transferee may in its sole discretion at any time cancel or reduce
any Carryforward Amount which may then be in effect.  Each Carryforward
Amount shall be calculated separately, and the Transfer Exchange Rates
applicable to any Receivables which are transferred to reduce such
Carryforward Amount shall be calculated in the same manner as for other
Receivables which are transferred on any Transfer Date.  The Reduced
Purchase Price paid for Receivables which are transferred to reduce any
Carryforward Amount shall be calculated as set forth in clause (b) based
on the original Purchase Price which was payable on the original Transfer
Date from which such Carryforward Amount arose, and the original Required
Receivables Amount applicable thereto.

     (d)  Deferral Compensation Amount.  For each day during the period
from the Transfer Date on which a Carryforward Amount is created until the
Transfer Date on which Receivables having an aggregate Dollar Equivalent
Balance equal to such Carryforward Amount have been transferred to
Transferee pursuant to Section 1.03(c), Transferor shall pay to Transferee
on the last Business Day of each calendar month an additional amount in
respect of each then-outstanding Carryforward Amount (such additional
amount being herein called the "Deferral Compensation Amount") equal to
the product of (x) the amount of such outstanding Carryforward Amount on
such day, multiplied by (y) a percentage equal to the sum of the Reference
Rate in effect on such day plus 2.0% per annum.

     SECTION 1.04   Payment; Discount; Assignment Certificate.   On each
Transfer Date, Transferee shall, upon satisfaction of the applicable
conditions set forth in Article IV, make available to Transferor the
amount of the Purchase Price or Reduced Purchase Price (as applicable) to
be paid to Transferor on such Transfer Date, discounted and adjusted as
follows:

     (a)  On each Transfer Date, Transferee will determine the Transferred
Receivables Amount.

     (b)  Transferee will calculate the discount (the "Discount") on such
Transferred Receivables Amount for the period from such Transfer Date to
the corresponding Settlement Date (the "Discount Period") as follows:


              Discount = TRA x (ERRA + .50%) x DP
                         ------------------------
                                   360


               WHERE:

          TRA  =    such Transferred Receivables Amount;

          ERRA =    the Eurodollar Rate (Reserve Adjusted)
                    for the applicable Discount Period; and

          DP   =    the number of days in such Discount
                    Period.

     (c)  On such Transfer Date, (A) Transferee will pay to Transferor by
11:30 a.m. (San Francisco time) the Purchase Price or Reduced Purchase
Price, as applicable, in each case in Dollars, minus in each case the
amount of the Discount calculated pursuant to clause (b), and (B)
concurrently with such payment, Transferor will transfer the Transferred
Assets applicable to such Transfer Date to Transferee.

     (d)  Prior to 10:00 a.m. (San Francisco time) on such Transfer Date,
Transferor will deliver to Transferee a duly completed Assignment
Certificate in the form of Exhibit 1.04(d) hereto (an "Assignment
Certificate").  Such Assignment Certificate may be delivered by facsimile,
followed promptly by an original, provided, that such facsimile shall be
binding and effective for all purposes.  No Assignment Certificate shall
be required to specify the invoice numbers or dates or maturities of
Transferred Receivables, but may instead show such Transferred Receivables
in aggregate by Obligor, currency and Dollar Equivalent Balance for each
currency.  Transferor will make available to Transferee on request the
precise details of each Transferred Receivable.  Transferor warrants that
the aggregate amounts of Transferred Receivables (by Obligor, currency and
Dollar Equivalent Balance) will be as shown on the applicable Assignment
Certificate.  Each Transferred Receivables Amount will be based on such
aggregate amounts, and Transferee may draw on the Letter of Credit as
provided in Section 2.06(a) if it is not paid the Transferred Receivables
Amount which is due on any Settlement Date, regardless of whether such
aggregate amounts correctly reflect any Transferred Receivables.

     SECTION 1.05   Facility Limit.  Transferee shall not be obligated to
acquire any Transferred Assets on any Transfer Date to the extent that,
after giving effect to such Transfer, the Aggregate Net Investment at such
date would exceed the Facility Limit.  Any outstanding Carryforward Amount
shall continue to be carried forward to the extent that transfer of
Receivables in respect thereof would result in such excess.

     SECTION 1.06   Voluntary Termination of Facility; Reduction of
Facility Limit or Base Foreign Currency Amount.  (a)  Transferor may, upon
at least five days' (or ten days' in the case of a reduction to zero)
prior irrevocable written notice to Transferee, reduce (including to zero)
the Facility Limit, provided that the Facility Limit may not at any time
be reduced to an amount that is less than the sum of the Aggregate Net
Investment plus any outstanding Carryforward Amount at such time.  If
Transferor requests any reduction in the Facility Limit below the
aggregate Purchase Price then in effect for any Transfer Date which has
not yet occurred, Transferor will specify those Base Foreign Currency
Amounts applicable to such Transfer Date which Transferor wishes to reduce
in connection with such reduction in the Facility Limit.

     (b)  In addition, Transferor may by irrevocable written notice which
is received by Transferee no later than 10:00 a.m. San Francisco time on
any Transfer Date, reduce (including to zero) any Base Foreign Currency
Amount applicable to such Transfer Date, without reducing the Facility
Limit.

     (c)  Any reduction in any Base Foreign Currency Amount for any
Transfer Date, whether in connection with a permanent reduction in the
Facility Limit or pursuant to Section 1.06(b), shall correspondingly
reduce the Required Dollar Receivables Amount applicable to such Transfer
Date, as calculated pursuant to Section 1.02(c).  The parties will
promptly amend the applicable Supplement to reflect any such reduction.

     (d)  Each partial reduction of the Facility Limit pursuant to
Section 1.06(a) shall be in an amount equal to $1,000,000 or an integral
multiple thereof.

     (e)  In the event of any termination of the Facility, or any
reduction of the Facility Limit or of any Base Foreign Currency Amount
applicable to any Transfer Date, the parties shall make the Early
Termination Payments specified in Section 1.08.

     SECTION 1.07   Termination Date; Extension of Termination Date.
(a) The "Termination Date" shall be the earliest to occur of
(i) January 24, 1997 (the "Scheduled Termination Date"), (ii) the
Settlement Date immediately following the date of a termination of the
Facility in whole pursuant to Section 1.06(a), (iii) the date so declared
pursuant to Section 8.02, and (iv) the date that occurs automatically
pursuant to Section 8.02.

     (b)  On any date which is not more than ten calendar months prior to
the then current Scheduled Termination Date, Transferor, by written notice
to Transferee, may request that the Scheduled Termination Date be extended
to a date which falls no more than 364 days from the date such extension
becomes effective.  Transferor may not make any such request more than
once in any calendar quarter.  Any such request shall be accompanied or
preceded by a proposed revised Schedule II hereto, showing the proposed
additional Determination Dates which Transferor desires to make applicable
during the period of the requested extension.  No such proposal shall
modify the Transfer Dates or Base Foreign Currency Amounts which are shown
on any Supplement which is then in effect.  Transferee will use reasonable
efforts to notify Transferor in writing, on or before the date which is 30
days after the receipt by Transferee of such request from Transferor, as
to whether Transferee will consent to such extension and, if Transferee
does consent to such extension in writing, the conditions of such consent
(including conditions relating to legal documentation).  If Transferee
shall notify Transferor that it does not consent to such extension or if
Transferee fails to notify the Transferor in writing of its consent to
such request within such 30 day period, Transferee shall be deemed to have
not consented to such request and the Scheduled Termination Date shall not
be so extended.  Transferor acknowledges and agrees that the granting of
any such request shall be in the sole and absolute discretion of
Transferee.

     (c)  If Transferee is willing, in its sole discretion, to extend the
Scheduled Termination Date as so requested by Transferor, the parties will
enter into an amendment hereto in the form of Exhibit 1.07(c), including
an amendment to Schedule II (collectively, an "Amendment"), to effect such
extension.

     SECTION 1.08   Early Termination or Reduction Payments.  (a) If the
Termination Date occurs prior to the Scheduled Termination Date (such
occurrence being herein called an "Early Termination"), then the rights
and obligations of Transferor to transfer, and the rights and obligations
of Transferee to acquire, Transferred Assets shall terminate and be
discharged in full with respect to all Transfer Dates that have not
occurred prior to the Termination Date, provided that Transferee may still
require Transferor to transfer Receivables to Transferee after any
Termination Date in respect of any Carryforward Amount, as provided in
Section 1.03(c).

     (b)  Upon the occurrence of (x) an Early Termination, (y) reduction
(in whole or in part) of the Facility Limit pursuant to Section 1.06(a),
or (z) reduction (in whole or in part) of any Base Foreign Currency Amount
applicable to any Transfer Date pursuant to Section 1.06(b), Transferor
shall pay to Transferee or Transferee shall pay to Transferor (as
applicable) at the times provided below amounts calculated as follows
(each an  "Early Termination Payment"):

          (i)  The date on which an Early Termination occurs and the
     effective date of any such reduction of the Facility Limit or of any
     applicable Base Foreign Currency Amount are herein each called an
     "Early Termination Date".

          (ii) In the case of a reduction (in part) of the Facility Limit
     pursuant to Section 1.06(a), or a reduction (in whole or in part) of
     any Base Foreign Currency Amount pursuant to Section 1.06(b),
     Transferor will notify Transferee in writing, no later than
     10:00 a.m. San Francisco time on the effective date of any such
     reduction, of the amounts, Base Foreign Currency Amounts and Transfer
     Dates to which Transferor wishes such reduction to apply.

          (iii)  In the case of any Early Termination or any reduction
     of the Facility Limit or any Base Foreign Currency Amount, for each
     Base Foreign Currency Amount applicable to any Transfer Date which is
     to be reduced, Transferee will determine a fraction (the "Reduction
     Fraction"), (A) the numerator of which is the amount of such
     reduction expressed in the applicable currency, and (B) the
     denominator of which is the applicable Base Foreign Currency Amount
     immediately prior to such reduction.  In the case of a reduction to
     zero of any Base Foreign Currency Amount for any Transfer Date, or if
     an Early Termination shall occur, the applicable Reduction Fraction
     shall be one.

          (iv) As used in this Section 1.08, for any Base Foreign Currency
     Amount which is to be reduced, including as a result of an Early
     Termination,

                    (A)  the term "Pro-Rata Base Foreign Currency Amount"
          means such Base Foreign Currency Amount, multiplied by the
          applicable Reduction Fraction; and

                    (B)  the term "Pro-Rata Purchase Price" means (1) the
          Allocated Purchase Price applicable to such Base Foreign
          Currency Amount and Transfer Date as set forth in the related
          Supplement, multiplied by (2) the Reduction Fraction.

          (v)  Transferee will calculate the gross Dollar amount which it
     would pay if it entered into forward contracts on the Early
     Termination Date for purchase by Transferee for Dollars of all the
     Pro-Rata Base Foreign Currency Amounts for each Transfer Date, in
     each case with value dates which are the same as such Transfer Date
     and using rates determined by Transferee in good faith based on
     market conditions, provided, that if such Early Termination or
     reduction of the Facility Limit or any Base Foreign Currency Amount
     falls after the Determination Date which is applicable to any
     Transfer Date, the rates used by Transferee shall be the
     Determination Date Exchange Rates applicable to such Determination
     Date.

          (vi) Transferee will calculate the sum of all the Dollar amounts
     calculated in clause (v) which would be payable with respect to each
     Transfer Date.

          (vii)     If such aggregate Dollar amounts are greater than the
     sum of the applicable Pro-Rata Purchase Prices applicable to such
     Transfer Dates, (A) in the case of any Early Termination, or if any
     Termination Event or Unmatured Termination Event shall be continuing,
     Transferor will pay to Transferee, within two Business Days after any
     demand therefor, the discounted present value of the excess,
     discounted from the applicable Transfer Dates described in
     clause (v), to the date on which such amount is paid at the
     Eurodollar Rate, and (B) in the case of any other reduction of the
     Facility Limit or any Base Foreign Currency Amount, Transferor will
     pay to Transferee the excess in cash, undiscounted, on the applicable
     Transfer Dates.

          (viii)    If such aggregate Dollar amounts are less than the sum
     of the applicable Pro-Rata Purchase Prices applicable to such
     Transfer Dates, (A) in the case of any Early Termination, Transferee
     will pay to Transferor, within two Business Days after any demand
     therefor, the discounted present value of the absolute value of the
     deficiency, discounted from the applicable Transfer Dates described
     in clause (v), to the date on which such amount is paid at the
     Eurodollar Rate (Reserve Adjusted), and (B) in the case of any other
     reduction of the Facility Limit or any Base Foreign Currency Amount,
     Transferee will pay to Transferor the absolute value of the
     deficiency in cash, undiscounted, on the applicable Transfer Dates.

To the extent that payments are to be made by both Transferor and
Transferee on any day pursuant to this Section 1.08 or Section 3.04(b),
such payments will be netted against each other and only the net amount
will be paid by the appropriate party.  If any Termination Event or
Unmatured Termination Event shall have occurred, or if the Termination
Date shall have occurred, Transferee will not be obligated to make any
payment to Transferor pursuant to this Section 1.08 or Section 3.04(b)
until all Transferred Receivables then outstanding, and all other
Obligations then due and owing, have been paid in full and any
Carryforward Amount has been reduced to zero or cancelled by Transferee.
Transferee agrees to pay Transferor interest on any amounts owing by
Transferee to Transferor which are not paid pursuant to the preceding
sentence, for the period from (A) the applicable Transfer Dates from which
such amounts are discounted or on which such amounts are payable, as the
case may be, to (B) the dates such amounts are paid, at the Federal Funds
Rate from time to time in effect.

     SECTION 1.09   Reductions of Base Foreign Currency Amount below
Letter of Credit Amount.  In the event that, for any reason the amount
available to be drawn under the Letter of Credit on any Transfer Date is
less than the Required L/C Amount applicable to such Transfer Date,
Transferor will specify in writing Base Foreign Currency Amounts
applicable to such Transfer Date which Transferor wishes to reduce, so
that, following such reduction, the amount available to be drawn under the
Letter of Credit will be equal to or greater than the Required L/C Amount
applicable to such Transfer Date.  If the Transferee has not received any
such notice from Transferor prior to 10:00 a.m. San Francisco time on such
Transfer Date, Transferee may select such Base Foreign Currency Amounts,
which selection shall be conclusive and binding on Transferor for all
purposes.  Following any such selection, such Base Foreign Currency
Amounts shall be so reduced, and the parties will make the payments
required by Section 1.08 in respect of such reduction.

     SECTION 1.10   No Assumption.  Transferee shall not have any
obligation or liability with respect to any Transferred Assets or any
agreements, Contracts, Records, or other documents related to any
Transferred Receivable, nor shall Transferee have any obligation or
liability to any Obligor or other customer or client of Transferor
(including any obligation to perform any of the obligations of Transferor
or any of its Subsidiaries under any such Transferred Assets or related
agreements or other documents).  No such obligation or liability is
intended to be assumed, and any such assumption is expressly disclaimed.

                                ARTICLE II
                          COLLECTIONS; SETTLEMENT

     SECTION 2.01   Deemed Collections; Substitution of Receivables.  (a)
Deemed Collections.  If on any day the Unpaid Balance of any Transferred
Receivable (i) is reduced as a result of any defective, rejected or
returned services or goods, any cash discount, or any adjustment by
Transferor or any Affiliate of Transferor, (ii) is reduced on account of
any offsetting account payable of Transferor or any of its Affiliates to
an Obligor (whether such offsetting account payable arises out of the same
or a related or an unrelated transaction), (iii) is reduced or cancelled
as a result of a setoff in respect of any claim by, or defense or credit
of, the Obligor thereof against Transferor or any Affiliate of Transferor
(whether such claim, defense or credit arises out of the same or a related
or an unrelated transaction), or (iv) is reduced on account of the
obligation of Transferor to pay to the related Obligor any rebate or
refund, then Transferor shall be deemed to have received on such day a
Collection of such Transferred Receivable in the amount of such reduction
or cancellation.  If on any day (x) any of the representations or
warranties of Transferor set forth in Section 5.01(f) is no longer true
with respect to a Transferred Receivable, or (y) any Transferred
Receivable shall become a Defaulted Receivable or is not paid in full on
the due date thereof, Transferor shall be deemed to have received on such
day a Collection of such Transferred Receivable in the full amount of such
Transferred Receivable.

     (b)  Substitution of Receivables.  If any Transferred Receivable
shall prove to be an ineligible Receivable as of the applicable Transfer
Date, or shall prove to be subject to any Adverse Claim, then, on or
before the applicable Settlement Date, on written notice to the Transferee
describing the circumstances thereof in reasonable detail, Transferor may
substitute for such Transferred Receivables other Eligible Receivables
which have an aggregate Dollar Equivalent Balance equal to such
Transferred Receivables.  If Transferor wishes to substitute any such
Eligible Receivables it will, prior to the applicable Settlement Date,
deliver to Transferee a duly completed Assignment Certificate listing such
substitute Receivables.  On receipt of such Assignment Certificate,
Transferee shall reassign to Transferor without recourse, representation
or warranty of any kind, and free and clear of any Adverse Claim created
by Transferee, the Receivables for which such new Receivables are
substituted.  Any new Receivables so substituted must be Eligible
Receivables.  Notwithstanding anything else contained herein, no such
substitution shall relieve the Transferor from its obligations hereunder
and under any forward contracts entered into or deemed entered into
pursuant to Section 1.03 to ensure that on the applicable Settlement Date
the Transferee receives payment in cash in Dollars of the Transferred
Receivables Amount.

    SECTION 2.02   Treatment of Collections and Deemed Collections;
Reconveyance.

     (a)  Treatment.  Transferor shall, after Transferor's receipt or
deemed receipt of any Collections in respect of Transferred Assets,
deliver to the Servicing Agent an amount equal to all such Collections on
or before the applicable Settlement Date.  The Servicing Agent shall hold
or distribute all deemed Collections in respect of Transferred Assets to
the same extent as if Collections in such amount had actually been
received on such day.  Prior to the occurrence of a Termination Event or
an Unmatured Termination Event, Transferor may commingle Collections in
respect of Transferred Assets with other funds of Transferor.  Following
the occurrence, and during the continuance, of a Termination Event or an
Unmatured Termination Event, so long as Transferor shall hold any
Collections or deemed Collections required to be paid to Transferee or to
the Servicing Agent (to be held by the Servicing Agent in trust for
Transferee), it shall hold such Collections in trust and, if there shall
also exist a Termination Event or Unmatured Termination Event under
Section 8.01(f) or 8.01(m), separate and apart from its own funds, and
shall clearly mark its records to reflect such trust.

     (b)  Reconveyance.  Upon payment by Transferor or the Servicing Agent
to Transferee of the Transferred Receivables Amount which is payable to
Transferee on any Settlement Date, together with all yield payable thereon
pursuant to Section 3.03 and all interest payable thereon pursuant to
Section 2.07 (or following receipt by Transferee of all such amounts as a
result of any drawing by Transferee on the Letter of Credit) Transferee
may, and shall promptly, upon receipt of a request from Transferor in the
form of Exhibit 2.02(b)-1, reconvey Transferee's right, title and
interest, if any, in, to and under the Transferred Receivables (and any
proceeds thereof that have not been paid to Transferee) to which such
Settlement Date applies to Transferor by means of an instrument or other
document of reconveyance in the form of Exhibit 2.02(b)-2, which
reconveyance by Transferee shall be without recourse, representation or
warranty, and free and clear of any Adverse Claim created by Transferee.

     SECTION 2.03   Settlement Procedures.  (a) Prior to the occurrence of
a Termination Event or an Unmatured Termination Event, the Servicing Agent
may commingle Collections in respect of the Transferred Assets with other
funds of the Servicing Agent.  Following the occurrence, and during the
continuance, of a Termination Event or an Unmatured Termination Event, on
each Business Day, the Servicing Agent shall hold in trust for Transferee
all Collections received or deemed received on such day in respect of the
Transferred Assets and, if there shall also exist a Termination Event or
Unmatured Termination Event under Section 8.01(f) or 8.01(m), shall set
aside and deposit all such Collections, within one Business Day after the
Servicing Agent's receipt thereof, to the Transferee Account.  No funds
other than Collections of Transferred Assets shall be deposited into the
Transferee Account and only Transferee or the Servicing Agent, as the
agent of Transferee, shall be entitled to make withdrawals from the
Transferee Account.

     (b)  At the opening of business on each Settlement Date, the
Servicing Agent shall determine the amount of Collections received or
deemed received in respect of the Transferred Assets acquired by
Transferee from the immediately preceding Transfer Date to such Settlement
Date and shall pay such amount to Transferee (less any such amount
Servicing Agent has already paid to Transferee).  If the aggregate amount
of such Collections is less than the aggregate Transferred Receivables
Amount specified in the Assignment Certificate relating to such
Transferred Assets, then on such Settlement Date Transferor shall pay the
amount of such difference to Transferee by wire transfer of immediately
available funds to the Transferee Account, together with all yield, if
any, payable pursuant to Section 3.03.

     (c)  Notwithstanding anything herein to the contrary, the obligations
of Transferor hereunder shall not be considered reduced by any
distribution of any portion of Collections or other payment to Transferee
if at any time such distribution or other payment is rescinded or must
otherwise be returned for any reason.

     (d)  Transferee is entitled to 100% of all Collections and other
proceeds in respect of the Transferred Assets until Transferee shall have
recovered the Transferred Receivables Amount specified in the Assignment
Certificate relating to such Transferred Assets and shall have received
all other amounts then payable to Transferee pursuant to the Agreement
Documents.  Transferor is entitled on each Settlement Date to be paid, by
the Servicing Agent, any residual Collections of Receivables (as well as
earnings on Collections of Transferred Assets which accrued prior to such
Settlement Dates) after all amounts payable to Transferee pursuant to the
first sentence of this Section 2.03(d) have been paid.  On the first
Business Day following the Termination Date on which all Obligations have
been finally and fully paid in Dollars and performed, and Transferee has
received payment in full in Dollars of all Transferred Receivables Amounts
in respect of all Transferred Assets, the Servicing Agent shall pay to
Transferor any remaining Collections and other proceeds of Transferred
Assets then held by the Servicing Agent, and thereafter, except to the
extent provided otherwise in Section 2.03(c), Transferee shall cease to
have any interest in any Transferred Assets.  If Transferee is paid any
amounts in excess of the amounts owed to it under this Agreement, it will
promptly refund such excess to Transferor at Transferor's written request,
accompanied by supporting calculations in reasonable detail, together with
interest on such excess, from the date of the excess payment to the date
such excess payment is refunded to Transferor, at the Federal Funds Rate.

     SECTION 2.04   Settlement of Forward Contracts.  On each Settlement
Date, if any of the Transferred Receivables relating to such Settlement
Date are denominated in foreign currencies, the Servicing Agent shall:

     (a)  hold all Collections and deemed Collections on such foreign
currency Receivables in trust for Transferee;

     (b)  demand payment from Transferor (and Transferor agrees that it
will pay to Servicing Agent on such demand) the amount of any such foreign
currency Receivables which have not been paid by the Obligor thereof prior
to such Settlement Date, and hold any such payment in trust for
Transferee;

     (c)  deliver all such foreign currency amounts to Transferor against
payment of the Required Foreign Currency Allocation which is payable by
Transferor pursuant to all forward contracts which were entered into or
deemed entered into pursuant to Section 1.02(e); and

     (d)  pay such Required Foreign Currency Allocation to Transferee in
Dollars in immediately available funds.

     SECTION 2.05   Netting of Payments on Certain Settlement Dates.  If
any Settlement Date is also a Transfer Date, then, provided that all
conditions precedent to any Transfer to be made on such date have been
fulfilled prior to 10:00 a.m. (San Francisco time) on such date, (a)
Transferee will calculate the total amounts payable by Transferor and
Servicing Agent in respect of such Settlement Date and by Transferee in
respect of such Transfer Date, (b) such payments will be netted against
each other, and (c) only the net amount will be paid by the appropriate
party on such date.  However, if by such time on such date any condition
precedent to the Transfer and payment of the Purchase Price or Reduced
Purchase Price applicable thereto has not been fulfilled (including non-
receipt by Transferee of any properly completed and executed Assignment
Certificate or other document required hereby) then no such netting will
be permitted and Transferor and Servicing Agent will be required to pay
Transferee on such Settlement Date the full amount payable by Transferor
and Servicing Agent in respect of such Settlement Date.  Failure to pay
such full amount within three Business Days after such Settlement Date
shall constitute a Termination Event under Section 8.01(a)(i)(A) of this
Agreement.

     SECTION 2.06   Drawings on Letter of Credit.  (a) If for any reason
Transferee has not been paid in cash in Dollars on any Settlement Date, by
Servicing Agent or Transferor, the entire Transferred Receivables Amount
applicable to such Settlement Date together with yield, if any, payable
pursuant to Section 3.03, then, on the fourth Business Day following such
Settlement Date and at any time thereafter, Transferee may (but shall not
be required to) draw on the Letter of Credit for the full amount due on
such Settlement Date which remains unpaid, together with interest thereon
at the rate specified in Section 2.07.

     (b)  If on the Termination Date any Carryforward Amount is
outstanding, the Transferee may draw on the Letter of Credit for the full
undrawn amount thereof or any lesser amount determined by Transferee in
its discretion.  Transferee shall deposit the proceeds of any such drawing
in an account of and in the name of Transferee.  Transferee will pay
interest on the amount in such account from time to time at the Federal
Funds Rate, which interest shall be payable in arrears on the last
Business Day of each calendar month and shall be deposited in such
account.  Transferee may from time to time withdraw funds from such
account (including accrued interest deposited therein) to pay (A) any
Deferral Compensation Amount which has not been paid when due hereunder,
(B) any amounts due on any Settlement Date in respect of Transferred
Receivables which are from time to time transferred to reduce any
outstanding Carryforward Amount, (C) yield, if any, payable pursuant to
Section 3.03, and (D) any interest payable pursuant to Section 2.07.  When
all Obligations have been paid in full in cash and all Carryforward
Amounts have been reduced to zero or cancelled, Transferee will transfer
the balance remaining in such account to Transferor.

     (c)  If any Termination Event or Unmatured Termination Event under
Section 8.01(f) shall occur with respect to Transferor at any time prior
to the expiration of the Letter of Credit, Transferee may draw on the
Letter of Credit for the full undrawn amount thereof or any lesser amount
determined by Transferee in its discretion.  Transferee shall deposit the
proceeds of any such drawing in an account of and in the name of
Transferee.  Transferee will pay interest on the amount in such account
from time to time at the Federal Funds Rate, which interest shall be
payable in arrears on the last Business Day of each calendar month and
shall be deposited in such account.  Transferee may from time to time
withdraw funds from such account (including accrued interest deposited
therein) and apply such funds to reimburse Transferee for any payment
which previously was made to Transferee hereunder or under any Agreement
Document or under any forward contract which is entered into or deemed
entered into pursuant to Section 1.02(e), if such payment is rescinded or
must otherwise be returned by Transferee as a consequence of any
Bankruptcy Event relating to the Transferor.  Transferee will transfer the
balance remaining in such account to Transferor upon receipt of a final,
non-appealable order of a court of competent jurisdiction that no such
payments are rescinded or must otherwise be returned by Transferee.

     (d)  Each drawing under the Letter of Credit shall specify whether
such drawing is made pursuant to Section 2.06(a), 2.06(b) or 2.06(c).
However, notwithstanding any such specification, Transferee may in its
discretion retain and use the proceeds of a drawing made pursuant to any
of said Sections for a purpose specified in any other such Section.

     SECTION 2.07   Payments and Computations, Etc.  All amounts to be
paid or deposited (A) to or for the account of Transferee by Transferor or
the Servicing Agent hereunder or (B) to or for the account of Transferor
by Transferee hereunder, shall in each case be paid or deposited in
accordance with the terms hereof no later than 11:30 a.m. (San Francisco
time) on the day when due in Dollars in immediately available funds (i) if
to Transferee, at Account No. 1233183980 at Bank of America National Trust
and Savings Association, Concord, California and (ii) if to Transferor, at
Account No. 4191706 at Harris Trust and Savings Bank, Chicago, Illinois.
Transferor or the Servicing Agent, as applicable, shall pay to Transferee
interest on all amounts not paid or deposited when due (without giving
effect to any grace period) until paid or deposited in full at 2% per
annum above the Reference Rate from time to time in effect, payable on
demand; provided, that such interest rate shall not at any time exceed the
maximum rate permitted by applicable law.  Interest, Discount and all fees
hereunder shall be made on the basis of a year of 360 days for the actual
number of days elapsed.


                                ARTICLE III
                         FEES AND YIELD PROTECTION

     SECTION 3.01  Fees.  (a) Facility Fee.  From the Initial Closing Date
until the Termination Date, Transferor shall pay to Transferee a facility
fee ("Facility Fee") for each day in such period equal to the excess of
(i) the Facility Limit over (ii) the Aggregate Net Investment on such day
times .25% divided by 360.  Such Facility Fee shall be paid quarterly in
arrears, on the last Business Day of each calendar quarter and on the
Termination Date.

     (b)  Structuring Fee.  Transferor shall pay to Transferee a
structuring fee of $150,000 payable prior to or on the Initial Closing
Date.

     SECTION 3.02   Yield Protection.  If (a) Regulation D of the Board of
Governors of the Federal Reserve System or (b) any Regulatory Change
occurring after the date hereof:

          (i)  shall subject any Affected Party to any tax, duty or other
     charge with respect to its exercise of its rights or performance of
     its obligations under any Agreement Document, or shall change the
     basis of taxation of payments to any Affected Party of any amounts
     payable to it under any Agreement Document (except for changes in the
     rate of tax on the overall net income of such Affected Party imposed
     by the jurisdiction in which such Affected Party's principal
     executive office is located); or

          (ii) shall impose, modify or deem applicable any reserve,
     special deposit or similar requirement against assets of, or deposits
     or obligations with or for the account of (or with or for the account
     of any affiliate of), or credit extended by, any Affected Party; or

          (iii)     shall change the amount of capital maintained or
     required or requested or directed to be maintained by any Affected
     Party; or

          (iv) shall impose any other condition affecting any Affected
     Party in connection with any Agreement Document;

and the result of any of the foregoing is:

          (x)  to increase the cost to (or to impose a cost on) such
     Affected Party's participating in the transactions contemplated in
     any Agreement Document,

          (y)  to reduce the amount of any sum received or receivable by
     such Affected Party under any Agreement Document, or

          (z)  in the sole determination of such Affected Party, to reduce
     the rate of return on the capital of such Affected Party as a
     consequence of its obligations arising in connection herewith to a
     level below that which such Affected Party could otherwise have
     achieved,

then upon written notice by the applicable Affected Party to Transferor,
Transferor shall pay directly to such Affected Party such additional
amount or amounts as will compensate it for such increased cost or such
reduction.  Such written notice shall include calculations thereof in
reasonable detail and, in the absence of manifest error, be conclusive and
binding upon Transferor.

     SECTION 3.03   Inability to Determine Eurodollar Rate; Failure to
Specify Settlement Date.  (a) If Transferee shall have determined in good
faith, that: (i) Dollar deposits are not available to banks such as
Transferee in the London interbank eurodollar market, or (ii) by reason of
circumstances affecting the London interbank eurodollar market, adequate
means do not exist for ascertaining the applicable Eurodollar Rate, then,
Transferee shall promptly so notify Transferor, which determination shall
be conclusive and binding on Transferor, and, so long as such
circumstances shall continue, no Discount shall be determined or deducted
from the Purchase Price or Reduced Purchase Price of any Transferred
Assets, pursuant to Section 1.04, but instead the Transferor shall pay
yield to the Transferee as provided in clause (c) below.

     (b)  In addition, if Transferor shall fail for any reason to notify
Transferee prior to 10:00 a.m (San Francisco time) on any LIBOR Fixing
Date of the precise Transferred Receivables Amount and Settlement Date
which will apply to the Receivables to be transferred to Transferee on the
applicable Transfer Date, the Transferor will be obligated to pay yield on
the Transferred Receivables Amount, calculated as provided in clause (c).

     (c)  If any of the circumstances described in clause (a) or (b) above
are applicable on any Transfer Date, no Discount shall be deducted from
the Purchase Price or Reduced Purchase Price payable for the Transferred
Receivables on such Transfer Date, but instead the Transferor shall pay to
Transferee on the applicable Settlement Date yield on such Transferred
Receivables, calculated for each day during the period from such Transfer
Date to such Settlement Date at a rate per annum equal to the Reference
Rate in effect on such day, multiplied by the Transferred Receivables
Amount applicable to such Transfer Date.

     SECTION 3.04   Funding Losses.  (a) In the event Transferee shall
incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
obtained by Transferee in order to fund its acquisition of Transferred
Assets) as a result of:

          (i)  any termination of the Facility or any reduction of the
     Facility Limit pursuant to Section 1.06 or the occurrence of an Early
     Termination or the reduction of any Base Foreign Currency Amount
     applicable to any Transfer Date pursuant to Section 1.06 or the
     payment by Transferee of a Reduced Purchase Price pursuant to
     Section 1.03(c), (in the case of each of the foregoing, to the extent
     not included in the Early Termination Payments paid pursuant to
     Section 1.08);

          (ii) any retransfer of Transferred Receivables by Transferee to
     Transferor made at the request of Transferor prior to the Termination
     Date, other than pursuant to Section 2.02(b) following any applicable
     Settlement Date; or

          (iii)     any Transfer not occurring on the applicable Transfer
     Date specified in the related Supplement in the full amount required
     hereby as a result of any act or omission of Transferor;

then, upon written notice by Transferee to Transferor, Transferor shall
pay directly to Transferee such amount as will reimburse Transferee for
such loss or expense.  Such written notice shall include calculations
thereof in reasonable detail and shall, in the absence of manifest error,
be conclusive and binding on Transferor.

     (b)  Without limiting the foregoing, if for any reason Transferor
fails on any Transfer Date to transfer to Transferee Eligible Receivables
(or if permitted by Transferee ineligible Receivables) having an aggregate
Dollar Equivalent Balance which is at least equal to the Required Dollar
Receivables Amount applicable to such Transfer Date (or, but only if
Transferor has timely delivered to Transferee a Deficiency Certificate in
accordance with Section 1.02(f), such lesser amount permitted by
Section 1.02(f)), after giving effect to all reductions in any Base
Foreign Currency Amounts applicable to such Transfer Date which are made
by Transferor in accordance with Section 1.06, then on such Transfer Date,
Transferor will pay to Transferee as liquidated damages for Transferee's
loss of profit on such sale, an amount equal to the excess, if any, of (i)
the Required Dollar Receivables Amount (or lesser Dollar Equivalent Amount
permitted by Section 1.02(f) applicable to such Transfer Date), over (ii)
the Purchase Price (or, if a lesser Dollar Equivalent Amount of
Receivables is permitted to be transferred by Section 1.02(f), the Reduced
Purchase Price) applicable to such Transfer Date.  Such amounts of damages
are payable in addition to, but without duplication of, any other amounts
payable by Transferor hereunder.  If the amount described in clause (ii)
exceeds the amount described in clause (i), Transferee will pay such
excess to Transferor, subject to the last paragraph of Section 1.08(b).

     SECTION 3.05   Taxes, Etc.  Transferor hereby covenants that all
payments by Transferor to Transferee in respect of any Obligation, and all
payments by any Obligor in respect of any Transferred Assets, shall be
made without any set-off or counterclaim, and free and clear of and
without deduction or withholding for or on account of, any present or
future Taxes now or hereafter imposed on Transferor, Transferee or such
Obligor (as applicable) with respect to such payments by any governmental
or other authority, except to the extent that such deduction or
withholding is compelled by applicable laws, rules or regulations.  As
used herein, the term "Taxes" shall include all excise and other taxes of
whatever nature imposed on Transferor, Transferee or such Obligor (as
applicable) with respect to such payments (other than taxes generally
assessed on the overall net income of Transferee imposed by the
jurisdiction in which Transferee's principal executive office is located),
as well as all levies, imposts, duties, charges or fees of whatever
nature.

     If Transferor or any Obligor is compelled by applicable laws, rules
or regulations to make any such deduction or withholding, Transferor will:

     (a)  pay (or cause such Obligor to pay) to the relevant authorities
the full amount required to be so withheld or deducted;

     (b)  pay to Transferee such additional amounts as may be necessary in
order that the net amount received by Transferee, after such deduction or
withholding (including any required deduction or withholding on such
additional amounts) shall equal the amount Transferee would have received
had no such deduction or withholding been made; and

     (c)  promptly forward to Transferee an official receipt or other
documentation satisfactory to Transferee evidencing such payment to such
authorities.

Moreover, if any Taxes are directly asserted against Transferee with
respect to any payment made in respect of any Obligation or Transferred
Asset, Transferee may pay such Taxes, and Transferor agrees promptly to
pay such additional amount (including, without limitation, any penalties,
interest or expenses) as may be necessary in order that the net amount
received by Transferee after the payment of such taxes (including any
Taxes on such additional amount) shall equal the amount Transferee would
have received had no such Taxes been asserted.

     SECTION 3.06   Set-off.  Transferee is hereby authorized upon the
occurrence of any Termination Event, to appropriate and apply to the
payment of the Obligations owing to it (whether or not then due), any and
all balances, credits, deposits, accounts, or moneys of Transferor then or
thereafter maintained with Transferee.


                                ARTICLE IV
                 CONDITIONS TO EFFECTIVENESS AND TRANSFERS

     SECTION 4.01   Conditions Precedent to Effectiveness.  The
effectiveness of this Agreement is subject to the condition precedent that
Transferee shall have received the following, each in form and substance
satisfactory to Transferee:

     (a)  Original executed copies of this Agreement;

     (b)  A certificate of the Secretary or an Assistant Secretary of
Transferor, certifying as to (i) resolutions of Transferor's Board of
Directors approving the Agreement Documents and the transactions
contemplated therein, and authorizing Transferor to act as initial
Servicing Agent, (ii) the names and true signatures of the officers
authorized on its behalf to sign the Agreement Documents to be delivered
by it hereunder (on which certificate Transferee may conclusively rely
until such time as Transferee shall receive from Transferor a revised
certificate), (iii) a true, correct and complete copy of the Certificate
of Incorporation of Transferor duly filed with the Secretary of State of
its state of incorporation as in effect on the date of delivery of such
certificate, and (iv) a true, correct and complete copy of the Bylaws of
Transferor as in effect on the date of delivery of such certificate;

     (c)  A good standing certificate for Transferor issued by the
Secretary of State of its state of incorporation;

     (d)  An opinion of counsel for Transferor, substantially in the form
of Exhibit 4.01(d);

     (e)  The fees payable to Transferee pursuant to Section 3.01(b),
together with all costs and expenses due and payable pursuant to
Section 11.05, if then invoiced; and

     (f)  Such other approvals, opinions or documents as Transferee may
reasonably request.

     SECTION 4.02   Conditions Precedent to each Supplement.  The
obligation of Transferee to enter into any Supplement shall be subject to
the further conditions precedent that on the date of such Supplement the
following statements shall be true (and Transferor by entering into any
Supplement, as the case may be, shall be deemed to have certified that):

     (a)  The representations and warranties contained in Section 5.01 are
correct on and as of such day as though made on and as of such day,

     (b)  No Termination Event or Unmatured Termination Event exists or
would result from entering into such Supplement,

     (c)  The conditions set forth in Section 1.02(b)(iii) shall be fully
complied with after giving effect to such Supplement, and

     (d)  The Termination Date shall not have occurred.

     SECTION 4.03   Conditions Precedent to All Transfers.  The obligation
of Transferee to accept any Transfer and pay the Purchase Price or Reduced
Purchase Price therefor on any Transfer Date shall be subject to the
further conditions precedent that:

     (a)  Transferee shall have received the Assignment Certificate
specified in Section 1.04(d), duly completed and executed on behalf of
Transferor and satisfactory in form and substance to Transferee, from
Transferor;

     (b)  Transferee shall have received a Letter of Credit, issued by
BofA for the benefit of Transferee, and otherwise being in the form set
forth in Exhibit 4.03(b), with insertions in form and substance
satisfactory to Transferee (as it may be amended, modified, extended or
replaced from time to time with the consent of Transferee, the "Letter of
Credit"), which Letter of Credit (A) shall be in full force and effect,
(B) shall have an amount available for drawing thereunder of not less than
the Required L/C Amount applicable to such Transfer Date, and (C) shall
have an expiry date which is not earlier than the 120th day following the
Settlement Date applicable to such Transfer Date;

     (c)  In the case of the initial Transfer, Transferee shall have
received executed financing statements (Form UCC-1), naming Transferor as
the assignor of Receivables and Related Assets and Transferee as assignee
thereof, or other similar instruments or documents, as may be necessary or
desirable to perfect Transferee's interests in all Transferred Assets in
form suitable for filing in the jurisdictions set forth in Exhibit
4.03(c);

     (d)  In the case of the initial Transfer, Transferee shall have
received search reports listing (i) all effective financing statements
that name Transferor as debtor or assignor and that are filed in the
jurisdictions in Exhibit 4.03(c), together with (A) copies of any
financing statements which cover any Transferred Assets, and (B) executed
UCC termination statements, in form suitable for filing, releasing any
Transferred Assets from such financing statements, and (ii) tax and
judgment lien searches showing no such liens filed against Transferor in
such jurisdictions;

     (e)  Transferee shall have received a certificate from the chief
financial officer, treasurer or assistant treasurer of Transferor in the
form of Exhibit 4.03(e) attaching thereto true copies of all certificates
delivered to the agent under the Bank Credit Agreement in connection with
such Transfer; and

     (f)  On the date of such Transfer the following statements shall be
true (and Transferor by accepting each payment of Purchase Price or the
Reduced Purchase Price on each Transfer Date, shall be deemed to have
certified that):

          (i)  The representations and warranties contained in
     Section 5.01 are correct on and as of such day as though made on and
     as of such day,

          (ii) No Termination Event or Unmatured Termination Event
     (except, if permitted by Section 8.02(e), a Change of Control
     Termination Event) exists or would result from such Transfer,

          (iii)     After giving effect to such Transfer the Aggregate Net
     Investment at such time will not exceed the Facility Limit, and

          (iv) The Termination Date shall not have occurred.


                                 ARTICLE V
                      REPRESENTATIONS AND WARRANTIES

     SECTION 5.01   Representations and Warranties of Transferor.
Transferor represents and warrants as follows:

     (a)  Organization and Good Standing.  Transferor is validly existing
as a corporation in good standing under the laws of its state of
incorporation and possesses all necessary licenses and approvals, and is
duly qualified to do business in each jurisdiction in which the nature of
its business requires such licenses and approvals to own its properties
and to conduct its business or in which the failure so to qualify would
have a Material Adverse Effect.

     (b)  Power, Authorization and Non-Contravention.  The execution,
delivery and performance by Transferor of the Agreement Documents to which
it is a party (a) are within Transferor's corporate powers, (b) have been
duly authorized by all necessary corporate action, (c) do not contravene
(i) Transferor's charter or by-laws, (ii) any contractual restriction
binding on or affecting Transferor or any of its property, (except where
such contravention would not give rise to any Material Adverse Effect or
render any Agreement Document or the Letter of Credit unenforceable
against the Transferor or its creditors), or (iii) any law, rule,
regulation, order, judgment, injunction, decree, determination or award
binding on or affecting Transferor or its property, (d) do not result in
the imposition of any Adverse Claim on any Transferred Assets or any of
Transferor's other material properties and (e) do not require any
authorization, approval or other action by, or notice to or filing with,
any Governmental Authority or regulatory body or any other Person, except
for the filing of the financing statements referred to in Article IV.

     Without limiting the generality of the foregoing, (A) Transferor had
at all relevant times, and now has, all necessary power, authority and
legal right to own Receivables, to transfer, convey and assign Receivables
and Related Assets, and to incur obligations hereunder, (B) the use of
funds obtained by Transferor under this Agreement will not violate any of
Regulations G, T, U and X of the Federal Reserve Board, (C) Transferor is
not an "investment company" or a company "controlled" by an "investment
company" within the meaning of the Investment Company Act of 1940 and (D)
no transaction contemplated by any Agreement Document requires compliance
with, or will be subject to avoidance under, any bulk sales act or similar
law.

     (c)  Valid Transfer; Binding Obligations.  Each Transfer made
pursuant to this Agreement shall constitute a valid conveyance, transfer,
and assignment of the relevant Receivables and Related Assets with respect
thereto to Transferee, or (as provided in Section 6.03) the assignment of
a security interest therein (which, to the extent that such property
constitutes Receivables or proceeds thereof and the laws of the United
States or any political subdivision thereof may be applicable, is a
perfected first priority security interest), enforceable against creditors
of, and purchasers from, Transferor; and this Agreement constitutes, and
each other Agreement Document to which Transferor is a party when duly
executed and delivered will constitute, a legal, valid and binding
obligation of Transferor enforceable against Transferor in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and
general principles of equity.

     (d)  Litigation.  There is no action, suit or proceeding pending or,
to the best of Transferor's knowledge, threatened in any court or a
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, (i) except as set forth on Exhibit
5.01(d) that relates to Transferor or any of its Subsidiaries or any of
the properties of Transferor or any of its Subsidiaries and that, if
adversely determined, could create a Material Adverse Effect, or (ii) that
relates to any aspect of the transactions contemplated by this Agreement.

     (e)  No Material Adverse Effect.  Since September 29, 1995, no event
or occurrence that individually or in the aggregate is reasonably likely
to have a Material Adverse Effect has occurred, other than as disclosed on
Transferor's quarterly report on Form 10-Q dated as of September 29, 1995
and press releases disseminated by Transferor and made available to
Transferee prior to the date hereof.

     (f)  Quality of Title.  No Transferred Asset is subject to any
Adverse Claim except for a security interest in favor of BofA as Agent
under the Bank Credit Agreement.  Before each Transfer, each Transferred
Asset which is or was then to be transferred to Transferee hereunder shall
be and has been released from such security interest, so that at the time
of such Transfer such Transferred Assets shall be and were owned by
Transferor free and clear of any Adverse Claim.  Whenever Transferee
acquires or acquired Transferred Assets hereunder, it shall have and has
acquired and shall continue to have maintained a valid ownership or
security interest (which, to the extent that such property constitutes
Receivables or proceeds thereof and the laws of the United States or any
political subdivision thereof may be applicable, is a perfected first
priority interest) in such Transferred Assets, free and clear of any
Adverse Claim.  No financing statement or other similar instrument
covering any of such Transferred Assets is on file in any recording office
listed in Exhibit 4.03(c) hereto except (A) those filed in favor of
Transferor in accordance with the Contracts (B) any filed in favor of
Transferee pursuant to this Agreement and (C) any filed in favor of BofA,
as agent under the Bank Credit Agreement, which financing statements in
favor of BofA, as agent, will, prior to any Transfer, provide for the
release of any Transferred Assets.  No Transfer constitutes a fraudulent
transfer or fraudulent conveyance under the United States Bankruptcy Code
or applicable state bankruptcy or insolvency laws or is otherwise void or
voidable or subject to subordination under similar laws or principles or
for any other reason.

     (g)  Accuracy of Information.  All written information supplied by or
on behalf of Transferor to Transferee for purposes of or in connection
with any Agreement Document or any transaction contemplated herein or
therein is true, complete and accurate in all material respects and such
information is not incomplete by omitting to state a material fact or any
fact necessary to make the statements contained therein not misleading in
any material respect on the date as of which such information is dated.

     (h)  UCC Information.  The chief executive office of Transferor is
located at its address referred to in Section 11.02.  Transferor uses no
name other than its actual corporate name and the trade names set forth in
Exhibit 5.01(h).  Since January 1, 1989, Transferor has not been known by
any legal name other than its corporate name as of the date hereof, nor
has Transferor been the subject of any merger or other corporate
reorganization that resulted in a change in its name, identity or
corporate structure.  The jurisdictions listed on Exhibit 4.03(c) are the
only jurisdictions in the United States or any political subdivision
thereof where filing of a UCC-1 financing statement or any other document
is necessary to perfect the interest of the Transferee in the Transferred
Receivables and other Transferred Assets.

     (i)  Eligible Receivables; Identification of Transferred Receivables.
Each Receivable transferred on a Transfer Date shall be and was an
Eligible Receivable on such date unless otherwise specifically agreed by
Transferee.  Transferor has no knowledge of any fact that should have led
it to expect at the time of the applicable Transfer Date that any
Transferred Receivable then being transferred to Transferee would not be
paid in full when due.

     (j)  Taxes.  Transferor has filed or caused to be filed all tax
returns and reports required by applicable laws, rules and regulations to
have been filed by it and has paid all taxes, assessments and governmental
charges thereby shown to be owing, except any such taxes, assessments or
charges which 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.

     (k)  Compliance with Applicable Laws.  Transferor is in compliance
with the requirements of all applicable laws, rules, regulations, and
orders of all Governmental Authorities (federal, state, local or foreign,
and including Environmental Laws, tax laws and laws with respect to ERISA
and laws, rules and regulations applicable to the Contracts), a violation
of any of which, individually or in the aggregate for all such violations,
would be reasonably likely to have a Material Adverse Effect.

     (l)  ERISA.  Transferor and its ERISA Affiliates have not incurred
and are not reasonably expected to incur any material liability in
connection with any Plan, other than ordinary liabilities for benefits;
neither Transferor nor any ERISA Affiliate has incurred or is reasonably
expected to incur any material Withdrawal Liability to any Plan; and no
Plan of Transferor or any ERISA Affiliate is reasonably expected to be in
reorganization or to be terminated, within the meaning of Title IV of
ERISA.


                                ARTICLE VI
                      GENERAL COVENANTS OF TRANSFEROR

     SECTION 6.01   Affirmative Covenants of Transferor.  Until the first
day following the Termination Date on which all Carryforward Amounts have
been reduced to zero or cancelled by Transferee, and all Transferred
Receivables and all Obligations are paid in full in cash, Transferor will:

     (a)  Compliance with Laws, Etc.  Comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable laws
(including Environmental Laws), rules, regulations, permits, orders,
consent decrees and judgments binding on Transferor and its Subsidiaries,
except where failure to so comply could not reasonably be expected to have
a Material Adverse Effect.

     (b)  Preservation of Corporate Existence and Name.  (i) Preserve and
maintain, and cause its Material Subsidiaries to preserve and maintain,
its corporate existence, rights, franchises and privileges in the
jurisdiction of its incorporation; (ii) qualify and remain qualified in
good standing as a foreign corporation in each jurisdiction except where
the failure to maintain a franchise or privilege or to remain qualified
would not have a Material Adverse Effect; and (iii) not change its
corporate name or the name under or by which it does business except upon
30 days' prior written notice to Transferee and the Servicing Agent and
after taking all action required by Section 6.03(b).

     (c)  Audits.  At the expense of Transferor, upon reasonable prior
notice at any time and from time to time during regular business hours,
permit, and cause its Subsidiaries to permit, Transferee or its agents or
representatives (i) to examine and make copies of and abstracts from the
records of, and (ii) to visit the offices and properties of, Transferor,
or to the extent that Transferor is serving in the capacity of Servicing
Agent, the Servicing Agent, and to discuss matters relating to Transferred
Assets or Transferor's or the Servicing Agent's performance hereunder with
any of the officers or employees of Transferor or the Servicing Agent,
provided, that unless a Termination Event or Unmatured Termination Event
shall have occurred and be continuing, only one such audit in any calendar
year shall be at the expense of Transferor.

     (d)  Keeping of Records and Books of Account.  Maintain (or cause the
Servicing Agent to maintain) at all times accurate and complete books,
records and accounts relating to the Receivables, Related Assets and
Contracts and all Collections thereon in which timely entries shall be
made.  Transferor will, or will cause the Servicing Agent to, maintain
operating procedures (including an ability to recreate records) evidencing
the Transferred Assets and documents, books, records and other information
reasonably necessary or advisable for the collection of all Transferred
Assets.

     (e)  Performance and Compliance with Receivables and Contracts.
Timely and fully perform and comply and cause its Subsidiaries to timely
and fully perform and comply, with all of its obligations under the
Contracts and all purchase orders and other agreements related to the
Transferred Assets in all material respects.

     (f)  Location of Records.  Keep its principal place of business and
chief executive office at the address(es) referred to in Section 5.01(h)
or, upon 30 days' prior written notice to Transferee, at other locations
in jurisdictions in the United States where all action required by
Section 6.03(b) shall have been taken and completed.

     (g)  Taxes.  Pay and discharge, and cause its Subsidiaries to pay and
discharge, all taxes and governmental charges imposed upon it or its
properties, prior to the date on which penalties attach thereto, if
failure to pay such taxes or governmental charges could reasonably be
expected to have a Material Adverse Effect; except any such tax or charge
which is being contested in good faith and by appropriate proceedings if
such contest shall operate to stay the Material Adverse Effect of any such
nonpayment.

     (h)  Availability of Eligible Receivables.  Use commercially
reasonable efforts to manage its Receivables so that it will have
available for transfer to Transferee on each Transfer Date Eligible
Receivables that have an aggregate Dollar Equivalent Balance of not less
than the Required Dollar Receivables Amount specified for such Transfer
Date and that are free of any Adverse Claims.

     (i)  Letter of Credit.  At all times from any Transfer Date to the
day which falls 120 days after the applicable Settlement Date cause the
Letter of Credit to be in full force and effect in favor of the Transferee
in a face amount of not less than the Required L/C Amount applicable to
such Transfer Date.

     (j)  Reporting Requirements of Transferor.  Furnish to Transferee:

          (i)  Quarterly Financials.  As soon as available and in any
     event within 55 days after the end of each fiscal quarter (except the
     fourth fiscal quarter of any fiscal year), consolidated balance
     sheets of Transferor and its Subsidiaries as of the end of such
     fiscal quarter and consolidated statements of operations and cash
     flows of Transferor and its Subsidiaries for such fiscal quarter and
     for the period commencing at the end of the previous fiscal year and
     ending with the end of such fiscal quarter, in each case in
     reasonable detail and duly certified (subject to year-end audit
     adjustments and without footnotes) by the chief financial officer,
     treasurer or assistant treasurer of Transferor as having been
     prepared in accordance with GAAP (applied on a consistent basis).

          (ii) Annual Financials.  As soon as available and in any event
     within 120 days after the end of each fiscal year, a copy of
     Transferor's annual report on Form 10-K (or any successor form in
     substantially the same format) for such fiscal year of Transferor and
     its Subsidiaries, including therein a consolidated balance sheet of
     Transferor and its Subsidiaries as of the end of such fiscal year and
     consolidated statements of operations and cash flows of Transferor
     and its Subsidiaries for such fiscal year, certified in a manner
     acceptable to the Transferee by independent public accountants of
     nationally recognized standing acceptable to Transferee.  The
     Transferor acknowledges that (without limitation) Transferee is
     relying upon the financial statements delivered from time to time
     pursuant to this Agreement, including the annual audited financials
     referenced in this Section;

          (iii)     Termination Events.  Within five Business Days after
     Transferor discovers the occurrence of any Termination Event or
     Unmatured Termination Event continuing on the date of such statement,
     a statement of a Responsible Officer setting forth details of such
     Termination Event or Unmatured Termination Event and the action that
     Transferor proposes to take with respect thereto;

          (iv) ERISA Event.  Promptly and in any event within ten days
     after a Responsible Officer of Transferor or any ERISA Affiliate
     knows or has reason to know that any material ERISA Event has
     occurred, a statement of a Responsible Officer of Transferor
     describing such ERISA Event and the action, if any, that Transferor
     or such ERISA Affiliate proposes to take with respect thereto;

          (v)  Proceedings.  Promptly after a Responsible Officer of
     Transferor becomes aware of the commencement thereof, notice of all
     actions, suits and proceedings before any court or governmental
     department, commission, board, bureau, agency or instrumentality,
     domestic or foreign, affecting Transferor or any of its Subsidiaries
     of the type described in Section 5.01(d);

          (vi) SEC Reports.  Promptly after the sending or filing thereof,
     copies of all reports on Form 10-K, 10-Q or 8-K that Transferor files
     with the Securities and Exchange Commission or any governmental
     authority that may be substituted therefor;

          (vii)     Adverse Claim.  As soon as possible after the
     occurrence thereof, written notice that describes in reasonable
     detail the creation or existence of any Adverse Claim (other than any
     Adverse Claim arising solely as a result of any action taken by
     Transferee hereunder) on or with respect to Transferred Assets, other
     than the security interest in favor of BofA as Agent under the Bank
     Credit Agreement; and

          (viii)    Other Information.  Such other information respecting
     the business or properties or the condition, financial or otherwise,
     or operations of Transferor or any of its Subsidiaries as Transferee
     may from time to time reasonably request.

Transferee agrees that delivery to BofA under the Bank Credit Agreement of
any of the documents required by this clause (j) (other than clauses
(j)(iii) and (j)(vii)) shall satisfy Transferor's obligation to deliver
such documents hereunder.

Notwithstanding the foregoing, upon the occurrence and during the
continuance of a Termination Event or a Unmatured Termination Event,
Transferor will, and will cause its Subsidiaries to, provide to the
Transferee additional information and any and all of the above information
more frequently to the extent requested by the Transferee.

     SECTION 6.02   Negative Covenants of Transferor.  Until the first day
following the Termination Date on which all Carryforward Amounts have been
reduced to zero or cancelled and all Transferred Receivables and all
Obligations are paid in full and in cash, Transferor will not:

     (a)  Sales, Adverse Claims, Etc.  Sell, assign (by operation of law
or otherwise) or otherwise dispose of (with or without recourse) or suffer
to exist any Adverse Claim upon, any Transferred Assets.

     (b)  Extension or Amendment of Receivables or Contracts.  Except to
the extent permitted in Section 7.02, extend, amend or otherwise modify or
waive the terms of any Transferred Receivable, or of any Contract related
thereto, which extension, amendment, modification or waiver would,
individually or in the aggregate for all such extensions, amendments,
modifications and waivers, be reasonably likely to have a Material Adverse
Effect, it being understood that no extension, amendment, modification or
waiver shall relieve the Transferor of its obligations under Article X.

     SECTION 6.03   Grant of Security Interest.  (a) To secure the prompt
payment and performance of all Obligations, whether now or hereafter
existing, due or to become due, direct or indirect, or absolute or
contingent, Transferor grants to Transferee and the other Indemnified
Parties a security interest (which, to the extent that such property
constitutes Receivables and proceeds thereof and the laws of the United
States or any political subdivision thereof may be applicable, is a first
priority security interest) in all of Transferor's right, title and
interest now or hereafter existing in, to and under all Transferred
Receivables and Related Assets.  This Agreement shall constitute a
security agreement under the UCC.

     (b)  Further Assurances.  Transferor agrees that from time to time,
at Transferor's expense, it will promptly execute and deliver all further
instruments and documents, and take all further action that Transferee may
reasonably request, in order to protect, perfect or more fully evidence
the security interest granted to Transferee pursuant to Section 6.03(a) or
to enable Transferee to enforce such security interest or to exercise any
rights or remedies under any Agreement Document.  Without limiting the
generality of the foregoing, Transferor will execute and file such
financing or continuation statements, or amendments thereto or assignments
thereof, and such other instruments or notices, as Transferee may
determine is necessary or appropriate.

Transferor hereby authorizes Transferee to file one or more financing or
continuation statements, and amendments thereto and assignments thereof,
relative to all or any of the Transferred Assets now existing or hereafter
arising in the name of Transferor.  If Transferor or the Servicing Agent
fails to perform any of its agreements or obligations under any Agreement
Document, Transferee may (but shall not be required to) itself perform, or
cause performance of, such agreement or obligation, and the expenses of
Transferee incurred in connection therewith shall be payable by Transferor
as provided in Section 11.05.

     (c)  Remedies.  Upon the occurrence of a Termination Event,
Transferee shall have, with respect to the security interest granted
pursuant to subsection (a) above, and in addition to all other rights and
remedies available to Transferee under any Agreement Documents or
applicable law, all the rights and remedies of a secured party under the
UCC.


                                ARTICLE VII
                       ADMINISTRATION AND COLLECTION

     SECTION 7.01   Designation of the Servicing Agent.  (a) The
servicing, administering and collection of the Transferred Assets shall be
conducted by the Person (the "Servicing Agent") so designated from time to
time in accordance with this Section 7.01.  Until Transferee gives notice
(a "Successor Notice") to Transferor of the designation of a new Servicing
Agent, Transferee hereby designates Transferor as, and Transferor hereby
agrees to perform the duties and obligations of, the Servicing Agent
pursuant to the terms hereof and in accordance with all applicable laws.
Transferee, in its discretion, may provide Transferor with a Successor
Notice at any time after the occurrence and during the continuance of a
Termination Event described in Section 8.01(a)(i), Section 8.01(f) or
Section 8.01(m).

     (b)  Upon Transferor's receipt of a Successor Notice, Transferor will
terminate its activities as the Servicing Agent hereunder in a manner
which Transferee indicates will facilitate the transition of the
performance of such activities to the new Servicing Agent.  Transferee (or
its designee) shall assume each and all of Transferor's obligations to
service and administer the Transferred Assets, on the terms and subject to
the conditions set forth herein, and Transferor shall use its best efforts
to assist Transferee (or its designee) in assuming such obligations.

     (c)  The Servicing Agent may, with the prior consent of Transferee,
subcontract with any third party to service, administer or collect the
Transferred Assets, provided that the Servicing Agent shall remain liable
for the performance of the duties and obligations of the Servicing Agent
pursuant to the terms hereof.  Transferee hereby consents to the
Transferor, as the Servicing Agent, subcontracting servicing,
administrative and collection responsibilities to any of its Subsidiaries.

     SECTION 7.02   Duties of the Servicing Agent.  (a) Transferee hereby
appoints as its agent the Servicing Agent, to enforce Transferee's rights
and interests in, to and under the Transferred Assets and the related
Contracts on the terms and conditions hereof.  The Servicing Agent shall
take or cause to be taken all such actions as may be necessary or
advisable to collect each Transferred Asset in accordance with applicable
laws, rules and regulations with the same degree of care and diligence as
the Servicing Agent uses to collect Receivables that it owns; provided
that without the express written consent of Transferee, the Servicing
Agent shall not bring suit or commence other enforcement actions or
proceedings in the name or on behalf of Transferee to collect any
Transferred Assets.  The Servicing Agent shall set aside for the account
of Transferee Collections of Transferred Assets in accordance with
Section 2.03.  The Servicing Agent may adjust the Unpaid Balance of any
Transferred Receivable to reflect the reductions or cancellations
described in the first sentence of Section 2.01(a).  So long as Transferor
is Servicing Agent, it shall write off Transferred Receivables from time
to time in accordance with the Transferor's historical credit and
collection policies and practices as in effect on the date hereof and as
from time to time amended.

     (b)  Following delivery of a Successor Notice, Transferor shall
deliver to the Servicing Agent, and the Servicing Agent shall hold in
trust for Transferor and Transferee in accordance with their respective
interests, the Records, provided, that if Transferor shall not be the
Servicing Agent, Transferor shall only be required, at Transferor's
expense, to provide the Servicing Agent with copies thereof and access
thereto to the extent necessary to enable the Servicing Agent to collect
the Transferred Receivables.  The Servicing Agent shall promptly after
demand, at Transferor's expense, deliver to Transferor any Records that do
not relate to Transferred Assets.

     (c)  The Servicing Agent's authorization under this Agreement shall
terminate on the first day after the Termination Date on which any
Carryforward Amount has been reduced to zero or cancelled, and all
Transferred Receivables and all Obligations shall have been finally and
fully paid and performed.

     (d)  Transferor acknowledges that Transferee has relied on
Transferor's agreement to act as the Servicing Agent hereunder in its
decisions to execute and deliver the Agreement Documents.  In recognition
of the foregoing, Transferor agrees not to resign as the Servicing Agent
with respect to Transferred Receivables, unless Transferor has received an
opinion of counsel, in form and substance satisfactory to Transferee, to
the effect that Transferor is not permitted by applicable law to serve in
such capacity.

     SECTION 7.03   Rights of Transferee.  (a) At any time when any
Termination Event described in Section 8.01(a)(i), Section 8.01(f) or
Section 8.01(m) exists:

          (i)  Transferee may direct the Obligors of Transferred
     Receivables, or any of them, to pay all amounts payable under any
     Transferred Assets directly to Transferee or its designee.

          (ii) Transferee may, and Transferor shall, at Transferee's
     request and at Transferor's expense, give notice of Transferee's
     interest in the Transferred Assets to each said Obligor and direct
     that payments be made directly to Transferee or its designee, which
     notice shall be acceptable in form and substance to Transferee.

          (iii)     Transferor will, at Transferee's request and at
     Transferor's expense, cause each Obligor in respect of Transferred
     Receivables to make payment thereof directly to a blocked account of
     Transferor at Transferee.

          (iv) Transferor shall, at Transferee's request, (A) assemble and
     make available to Transferee at a place selected by Transferee,
     copies of all of the Records which evidence Transferred Assets, or
     which are otherwise necessary or desirable to collect Transferred
     Assets, and (B) segregate all cash, checks and other instruments
     received by it from time to time constituting Collections or other
     proceeds from any Transferred Asset in a manner acceptable to
     Transferee and promptly remit all such cash, checks and instruments,
     duly endorsed or with duly executed instruments of transfer, to
     Transferee or its designee.

          (v)  Transferor hereby authorizes Transferee or its designee to
     take any action in the name and on behalf of Transferor (except to
     the extent expressly provided otherwise in Section 7.03(a)) which is
     necessary or desirable, in the reasonable determination of
     Transferee, to collect all amounts due under any and all Transferred
     Assets.

     (b)  Transferor hereby grants to Transferee an irrevocable power of
attorney, with full power of substitution, coupled with an interest, from
time to time after the occurrence and during the continuance of a
Termination Event described in Section 8.01(a)(i), 8.01(f) or 8.01(m), to
take any action and to execute any instrument that Transferee, in its
reasonable determination, may deem necessary to accomplish the purposes of
the Agreement Documents, including (i) to ask, demand, collect, sue for,
recover, compromise, receive and give acquittance and receipts for moneys
due and to become due under or in respect of any Transferred Asset; (ii)
to receive, endorse, negotiate, transfer, deposit, collect and otherwise
deal with any such drafts or other instruments, documents and chattel
paper with respect to Transferred Assets; (iii) to file any claims or take
any action or institute any proceedings which Transferee, in its
reasonable determination, may deem necessary for the collection of or
enforcement of rights with respect to any Transferred Assets; and (iv) to
perform the affirmative obligations of Transferor under any Agreement
Document.  If and to the extent Transferee shall collect or receive any
amounts hereunder in excess of the Obligations, Transferee shall, at the
request of Transferor showing calculation of such excess in reasonable
detail, promptly remit such excess to Transferor.

     SECTION 7.04   Responsibilities of Transferor.  Anything herein to
the contrary notwithstanding:

     (a)  Transferor shall perform and comply with all of its obligations
under the Contracts related to the Transferred Assets and under the
related purchase orders and other agreements to the same extent as if
Transferred Assets with respect thereto had not been transferred hereunder
to Transferee, and the exercise by Transferee of its rights hereunder or
in connection herewith shall not relieve Transferor from such obligations.

     (b)  Transferee shall not have any obligation (other than its
obligations to Transferor which are expressly set forth in this Agreement)
or liability with respect to any Transferred Receivables, any Contracts
related thereto or any other related purchase orders or other agreements,
or any other Transferred Assets, nor shall it be obligated to perform any
of the obligations of Transferor or any of its Subsidiaries thereunder.

     (c)  Transferor hereby grants to the Servicing Agent (if the
Servicing Agent is not Transferor) an irrevocable power of attorney, with
full power of substitution, coupled with an interest, to take in the name
of Transferor all steps necessary or advisable to endorse, negotiate or
otherwise realize on any writing or other right of any kind held or
transmitted by Transferor or transmitted or received by Transferee
(whether or not from Transferor) in connection with any Transferred Asset;
provided that the Servicing Agent shall exercise such power of attorney in
a manner which will not conflict with the power of attorney that
Transferor has granted to Transferee pursuant to Section 7.03(b).

     (d)  Notwithstanding anything contained in Section 2.01 to the
contrary, if at any time Transferor shall not be the Servicing Agent,
Transferor shall deliver all Collections received or deemed received by it
in respect of the Transferred Assets to Transferee prior to the applicable
Settlement Date relating to such Transferred Assets, and Transferee shall
deal with such Collections as if such Collections had actually been
received from the related Obligor on the applicable dates.  So long as
Transferor shall hold any Collections or deemed Collections required to be
paid to Transferee hereunder, it shall hold such Collections in trust and,
if a Termination Event under Section 8.01(f) or (m) shall be continuing,
separate and apart from its own funds, and shall clearly mark its records
to reflect such trust.

     (e)  Transferor hereby irrevocably agrees that if at any time it
shall cease to be Servicing Agent hereunder, it shall act (if the then
current Servicing Agent so requests) as the data processing agent of the
Servicing Agent and, in such capacity, Transferor shall conduct (and shall
cause each of its Affiliates whose participation is necessary to enable
Transferor to conduct) the data processing functions relating to the
servicing, collection and administration of the Transferred Assets in
substantially the same way that Transferor (or its subcontractors)
conducted such data processing functions while Transferor acted as the
Servicing Agent.  Without in any way limiting the effect of the first
sentence of this Section 7.04(e), upon the request of Transferee,
Transferor will license (to the extent it may lawfully do so) to
Transferee or the Successor Servicing Agent all computer software used by
Transferor and necessary or desirable to service the Transferred Assets
effectively in accordance with the terms of this Agreement, provided that
such license shall not take effect unless a Successor Notice has been
delivered to Transferor.  Once a Successor Notice has been delivered to
Transferor, Transferor shall at its own expense use its best efforts to
obtain for Transferee and any Successor Servicing Agent sublicenses of all
third-party computer software used by Transferor and necessary or
desirable to service the Transferred Assets effectively in accordance with
the terms of this Agreement.

     (f)  If at any time a Person is appointed to replace Transferor as
the Servicing Agent pursuant to Section 7.01 (herein such Person being
called a "Successor Servicing Agent"), such Successor Servicing Agent
shall receive a reasonable and customary fee as compensation for the
services to be performed by it hereunder as the Servicing Agent.  The
servicing fee shall be paid by Transferor to the Successor Servicing Agent
monthly in arrears.


                               ARTICLE VIII
                            TERMINATION EVENTS

     SECTION 8.01   Termination Events.  Each of the following events
shall be a "Termination Event" hereunder:

     (a)  (i) Any amount payable by Transferor or the Servicing Agent
under any Agreement Document is not paid when due or any deposit for the
benefit of Transferee is not made when required hereunder, which failure
continues for (A) three Business Days, in the case of any payment or
deposit which is required to be made on any Settlement Date, (B) five
Business Days, in the case of any payment or deposit which is required to
be made on any Transfer Date, or (C) ten Business Days, in the case of any
other payment or deposit hereunder, or (ii) the Servicing Agent shall fail
to perform or observe any term, covenant or agreement hereunder (other
than as referred to in clause (i) next above) and such failure shall
remain unremedied for ten Business Days;

     (b)  Any representation or warranty made or deemed to be made by
Transferor under or in connection with any Agreement Document, or any
other information or report delivered pursuant hereto or thereto shall
prove to have been incorrect in any material respect when made, and, in
the case of any incorrectness of any warranty with respect to any
Transferred Asset which was made or deemed made in Section 5.01(i),
Transferor shall not have (A) substituted new Transferred Assets for the
Transferred Assets as to which such warranty is incorrect, as provided in
Section 2.01(b), within the time required by such Section, and (B) made
all payments required by such Section;

     (c)  Transferor (A) shall fail on any Transfer Date to either (i)
transfer to Transferee Eligible Receivables having an aggregate Dollar
Equivalent Balance of not less than the Required Dollar Receivables Amount
applicable to such Transfer Date, after giving effect to all reductions in
Base Foreign Currency Amounts applicable to such Transfer Date pursuant to
Section 1.06(b), or (ii) deliver to Transferee a Deficiency Certificate
pursuant to Section 1.02(f), and (B) shall thereafter fail to make any
payment required by Section 3.04, and such failure to make such payment
shall continue for five Business Days.

     (d)  Transferor shall fail to perform or observe any term, covenant
or agreement contained in any Agreement Document (excluding the terms,
covenants and agreements described above in Sections 8.01(a) and (c),
which failure continues unremedied for thirty days after written notice by
Transferee to Transferor;

     (e)  (i) Transferor or any of its Subsidiaries shall fail to pay any
principal of, premium or interest on, or any other amount payable in
respect of, (A) any Debt outstanding under the Bank Credit Agreement, or
(B) any other Debt outstanding in a principal or notional amount of at
least $25,000,000 in the aggregate (but excluding Debt arising hereunder)
when the same becomes due and payable (whether by scheduled maturity,
required prepayment, redemption, purchase, defeasance, cash
collateralization, acceleration, demand or otherwise), and such failure
shall continue (x) after the applicable grace period, if any, in the case
of a non-payment of principal or (y) for five Business Days after the
applicable grace period, if any, in the case of non-payment of any other
amount, in each case specified in the agreement or instrument relating to
such Debt and shall not have been cured or waived; (ii) any failure to
make any payment or any other event shall occur or condition shall exist
under any agreement or instrument relating to any such Debt (including the
Bank Credit Agreement), if the effect of such failure, event or condition
is to accelerate, or to permit the acceleration of, the maturity of such
Debt or otherwise to cause, or to permit the holder thereof to cause, such
Debt to become due and payable (whether by required prepayment (other than
by a regularly scheduled required prepayment), purchase, redemption,
defeasance, cash collateralization, acceleration, demand or otherwise) or
an offer to prepay, redeem, purchase or defease such Debt shall be
required to be made, prior to its scheduled maturity, and, unless such
Debt has been accelerated or otherwise has become due and payable prior to
its scheduled maturity, such failure, event or condition continues for ten
Business Days after any grace period specified in the applicable agreement
or instrument relating to such Debt; or (iii) any default, termination
event, repurchase event or like event by or relating to Transferor or any
of its Affiliates shall have occurred under any agreement (other than an
Agreement Document) that involves a commitment of $25,000,000 or more and
provides for (x) the sale, assignment or factoring of accounts receivables
or (y) any other structured financing or off-balance sheet financing and,
in the case of any such default, termination event or like event, shall
have continued for the grace period, if any, applicable thereto, and as a
result (A) in the case of clause (x) next above, the obligation to
purchase, take by assignment or factor such receivables shall have been
terminated or the transferee of receivables shall have the right (with or
without the passage of time or the giving of notice, or both) to terminate
such obligation or (B) in the case of clause (y) next above, the
obligations of the other party or parties to such other structured
financing or off-balance sheet financing shall terminate or such other
party or parties shall have the right to terminate such obligations.

     (f)  A Bankruptcy Event with respect to Transferor or any of its
Material Subsidiaries shall occur;

     (g)  There shall occur any event which materially and adversely
affects the collectibility of the Transferred Assets taken as a whole or
the ability of Transferor or the Servicing Agent to either collect
Transferred Assets or perform its obligations under any Agreement
Document;

     (h)  The Internal Revenue Service shall file notice of a lien
pursuant to Section 6323 of the Internal Revenue Code with regard to any
of the assets of Transferor and such lien shall not have been released
within 30 days, or the PBGC shall, or shall indicate its intention to,
file notice of a lien pursuant to Section 4068 of ERISA with regard to any
of the assets of Transferor or any of its Affiliates.

     (i)  Any Change in Control shall occur;

     (j)  Any judgments, decrees, or orders shall be rendered against
Transferor or any of its Material Subsidiaries in excess of $15,000,000 in
the aggregate and which are not, within a period of 30 days, either
satisfied or stayed pending appeal;

     (k)  Any Agreement Document, or any security interest granted
thereunder shall (except in accordance with its terms), in whole or in
part, cease to be in full force and effect or shall be declared to be null
and void, or the validity or enforceability thereof shall be contested by
Transferor, any of its Affiliates or the Servicing Agent or any such
Person shall deny that it has any obligation thereunder, provided, that
the failure of any security interest granted under any Agreement Document
with respect to any Transferred Receivable to be in full force and effect
shall not be a Termination Event hereunder if the Transferor shall have
substituted new Receivables for such Transferred Receivable as provided by
Section 2.01(ii), within the time limits provided thereby, and shall have
made all payments provided by such Section;

     (l)  Any security interest granted hereunder in the Transferred
Assets and proceeds thereof shall, except as otherwise permitted by this
Agreement, fail to or be alleged by Transferor or an Affiliate not to
create, a valid security interest (which, insofar as the laws of the
United States or any of its political subdivisions may apply, shall be a
first priority perfected security interest) in favor of Transferee;

     (m)  The Letter of Credit shall not at any time be (or shall at any
time be alleged by Transferor, any Affiliate of Transferor, or any trustee
or other representative of any thereof, or the issuer of the Letter of
Credit not to be) in full force and effect in the amount and with an
expiry date as required by Section 6.01(i) or the Transferor, any
Affiliate thereof or any trustee or other representative of any thereof
shall seek any injunction, order or other legal process to delay or
prevent any drawing on the Letter of Credit; or

     (n)  Transferee shall have made any drawing under the Letter of
Credit in accordance with this Agreement.

     SECTION 8.02   Remedies.  (a) Upon the occurrence of a Termination
Event (other than a Termination Event described in Section 8.01(f) with
respect to Transferor, Transferee may by notice to Transferor declare the
Termination Date to have occurred.  The Termination Date shall be deemed
to have occurred automatically upon the occurrence of a Termination Event
described in Section 8.01(f) with respect to Transferor.

     (b)  Upon the occurrence of the Termination Date as a result of the
occurrence of any Termination Event, Transferee shall compute, as
liquidated damages, the Early Termination Payment to be paid in connection
therewith pursuant to Section 1.08, together with any amounts payable to
Transferee pursuant to Section 3.04(a)  arising as a consequence of
Transferor's not selling Transferred Receivables to Transferee on any
scheduled Transfer Date in accordance with any outstanding Supplement, and
any amounts payable by Transferor pursuant to Section 3.04(b); provided
that no Early Termination Payment shall be paid to Transferor that results
from the occurrence of the Termination Date until all Carryforward Amounts
have been reduced to zero and all Transferred Receivables and all
Obligations shall have been finally and fully paid and performed in full
and in cash.  Upon termination of the Facility pursuant to this
Section 8.02, Transferee shall have, in addition to all other rights and
remedies under this Agreement or otherwise, all other rights and remedies
provided under the UCC of each applicable jurisdiction and under all other
applicable laws, which rights shall be cumulative.

     (c)  Transferor acknowledges and agrees that the obligation of
Transferee to purchase Receivables on any Transfer Date is a "Financial
Accommodation", within the meaning of 11 U.S.C. 365(c)(2), but any
termination of Transferee's obligation to purchase Receivables hereunder
shall not relieve Transferor of any obligation to make any Early
Termination Payment or other payment due hereunder.

     (d)  No Termination Date or Termination Event shall have the effect
of accelerating any Settlement Date or otherwise causing any Transferred
Receivable or Transferred Receivables Amount to become due and payable
prior to the Settlement Date specified therefor in the applicable
Assignment Certificate.

     (e)  (i) Notwithstanding the foregoing, if (A) a Termination Event
under Section 8.01(i) or (B) a Termination Event under Section 8.01(d)
resulting from a breach of Section 6.01(b)(i) that is caused only by a
Change in Control (each a "Change in Control Termination Event") shall
have occurred, then, (but only if and so long as no other Termination
Event shall occur or be continuing) Transferee's remedies with respect to
such Change in Control Termination Event shall be limited as set forth in
this clause (e).

          (ii) If, following such Change in Control Termination Event,
     each Surviving Entity shall have ratified and agreed to be bound by
     this Agreement and the Agreement Documents to the same extent as
     Transferor, by documents in form and substance satisfactory to
     Transferee, then Transferee (A) will not specify an Early Termination
     pursuant to Section 1.08(b) and (B) will continue to accept and pay
     the Purchase Price for Transfers on each Transfer Date as provided in
     this Agreement and any Agreement Document, provided, that (1) all
     conditions precedent to such Transfers and such payments that are set
     forth in Section 4.03 (other than the absence of a Change in Control
     Termination Event) have been met, (2) the credit rating (or implied
     credit rating) given by S&P to the senior unsecured and uncredit-
     enhanced long term debt of each Surviving Entity is not lower than
     the credit rating or implied credit rating that S&P gave to such debt
     of Transferor immediately prior to such Change in Control, and (3) if
     S&P does not issue a credit rating or implied credit rating for any
     such debt of any Surviving Entity, then, in the reasonable opinion of
     Transferee, the combined financial condition of the Surviving
     Entities is not materially worse than that of Transferor prior to
     such Change in Control.

          (iii) The term "Surviving Entity" means, with respect to any
     Change in Control, (A) Transferor, if Transferor survives such Change
     in Control, (B) any Person with or into which Transferor is merged or
     consolidated, if Transferor does not survive such Change in Control,
     (C) any Person that, following such Change in Control, owns
     beneficially, directly or indirectly, securities (or securities which
     are convertible into such securities) representing more than 50% of
     the combined voting power of all securities entitled to vote in the
     election of directors of Transferor or any Person with or into which
     Transferor is merged or consolidated, and (D) any Person or Persons
     to which all or substantially all of Transferor's assets have been
     transferred.

          (iv) Nothing herein shall obligate Transferee to enter into any
     Supplement following any Change in Control Termination Event.

     SECTION 8.03   Drawing on Letter of Credit.  Without limiting any of
Transferee's other rights and remedies hereunder, and irrespective of
whether the Termination Date shall have occurred, if within three Business
Days after any Settlement Date the Transferee shall not have been paid in
immediately available funds (whether by Transferor, Servicing Agent or any
applicable Obligor) the entire Transferred Receivable Amount due on such
Settlement Date, together with any yield (if any) payable on such
Settlement Date pursuant to Section 3.03 and any interest accrued from
such Settlement Date to the date of payment pursuant to Section 2.07,
Transferee may, without notice to Transferor, draw on the Letter of Credit
(in one or more drawings) for all or any portion of any such amount which
has not been paid as of the date of such drawing.  No drawing under the
Letter of Credit, and no application of any proceeds of any such drawing,
shall cure any Termination Event or Unmatured Termination Event.


                                ARTICLE IX
                       INDEMNIFICATION; EXCULPATION

     SECTION 9.01   Indemnities by Transferor.  Without limiting any other
rights which any Indemnified Party may have hereunder or under applicable
law, Transferor hereby agrees to indemnify each of Transferee and each of
its Affiliates, each of its and their respective successors, transferees
and assigns and all of its and their officers, directors, shareholders,
controlling persons, employees and agents (each an "Indemnified Party"),
forthwith on demand, from and against any and all damages, losses, claims
(whether on account of settlements or otherwise), judgments, liabilities
and related costs and expenses, including reasonable attorneys' fees and
disbursements and the allocated costs of in-house counsel, if any (all of
the foregoing being collectively called "Indemnified Amounts") that may be
incurred by or asserted against any Indemnified Party in each case arising
out of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
(whether or not an Indemnified Party is a party thereto) arising out of,
related to or in connection with, any Contract or Agreement Document, any
Letter of Credit, or the transactions contemplated herein or therein or
the acquisition of any Receivable or any other Transferred Asset or the
use of proceeds herefrom or therefrom; provided that no Indemnified Party
shall be indemnified under this Section 9.01 with respect to (i) matters
for which such Indemnified Party has been compensated pursuant to any
other provision of this Agreement or (ii) Indemnified Amounts caused by or
resulting from the gross negligence or willful misconduct of such
Indemnified Party as finally determined by a court of competent
jurisdiction.  If any action is brought against any Indemnified Party with
respect to any Contract, such Indemnified Party shall promptly notify
Transferor in writing of the institution of such action and Transferor
shall thereupon have the right, at its option, to elect to assume the
defense of such action.  If Transferor so elects, it shall promptly assume
the defense of such action, including the employment of counsel
(reasonably satisfactory to such Indemnified Party) and payment of
expenses.  Such Indemnified Party shall have the right to employ its or
their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i) the
employment of such counsel shall have been authorized in writing by
Transferor in connection with the defense of such action or (ii)
Transferor shall not have properly employed counsel reasonably
satisfactory to such Indemnified Party to have charge of the defense of
such action, in which case such fees and expenses shall be paid by
Transferor.  If such Indemnified Party shall have reasonably concluded
(based upon the advice of counsel) that the representation by one counsel
of the Indemnified Party and Transferor creates a conflict of interest for
such counsel, the reasonable fees and expenses of such counsel shall be
borne by Transferor and Transferor shall not have the right to direct the
defense of such action on behalf of the Indemnified Party (but shall
retain the right to direct the defense of such action on behalf of
Transferor).  Anything in this Section 9.01 to the contrary
notwithstanding, Transferor shall not be liable for the fees and expense
of more than one counsel for any Indemnified Party in any jurisdiction as
to any Indemnified Amounts or for any settlement of any Indemnified
Amounts effected without its written consent.  All Obligations of
Transferor under this Section 9.01 shall survive the making and repayment
of the Obligations and the termination of this Agreement.

     If for any reason the indemnification provided in this Section 9.01
is unavailable to an Indemnified Party or is insufficient to hold an
Indemnified Party harmless, then Transferor shall contribute to such
Indemnified Party the maximum amount that can be paid to such Indemnified
Party as a result of such loss, claim, damage or liability.

     SECTION 9.02   Exculpation.  Notwithstanding anything contained
herein to the contrary, no Indemnified Party shall be liable to Transferor
or any other Person in any manner in respect of any Indemnified Amounts
awarded against or incurred by Transferor, any of its Affiliates, any of
its and their respective successors, transferees and assigns or any of its
and their officers, directors, shareholders, controlling persons,
employees and agents (each a "Transferor Party"), in each case arising out
of or in connection with or by reason of, or in connection with the
preparation for a defense of, any investigation, litigation or proceeding
(whether or not a Transferor Party is a party thereto) arising out of,
related to or in connection with, any Contract or Agreement Document or
the transactions contemplated herein or therein or the acquisition of any
Receivable or any other Transferred Asset or the use of proceeds herefrom
or therefrom (collectively a "Transferor Matter") except to the extent
that a court of competent jurisdiction finally determines that such
Indemnified Amounts were caused by or resulted from the gross negligence
or willful misconduct of such Indemnified Party.  In no event, however,
shall the Indemnified Parties be liable for any indirect, special,
punitive, exemplary or consequential damages that may be incurred by or
asserted against any Indemnified Party in each case arising out of or in
connection with or by reason of, or in connection with the preparation for
a defense of, any Transferor Matter.


                                 ARTICLE X
                                 GUARANTEE
                                     
     SECTION 10.01  Guarantee.  In order to induce Transferee to agree to
acquire Receivables and to perform its obligations under this Agreement,
Transferor hereby unconditionally and irrevocably guarantees (as primary
obligor and not merely as surety) to and for the benefit of Transferee the
due and punctual payment, on or prior to the applicable Settlement Date,
of each Transferred Asset (collectively, the "Guaranteed Obligations").
Transferor agrees that it shall pay, or shall cause to be paid, to
Transferee on the applicable Settlement Date the entire amount which was
owed on the related Transfer Date by the applicable Obligor with respect
to each Transferred Asset or, if greater, the Transferred Receivables
Amount applicable to such Transfer Date, in each case without any demand
by or notice from Transferee, and Transferor hereby waives all notice and
demand with respect to the making of such payment.  Time is of the essence
under this guarantee.

     SECTION 10.02   Waivers.  Transferor agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it and without impairing its obligations
under this Article X.  Transferor hereby waives (a) presentation to,
demand of payment from, and protest and notice of protest to it concerning
the Guaranteed Obligations, (b) protest for nonpayment of any amount owed
in respect of the Guaranteed Obligations and (c) all other notices to
which it might otherwise be entitled as guarantor of the Guaranteed
Obligations.

     SECTION 10.03   No Impairment.  The obligations of Transferor under
this Article X shall not be subject to any defense or set-off by reason of
any lack of validity or enforceability, in whole or in part, of the
Guaranteed Obligations.  The obligations of Transferor hereunder with
respect to its guaranty of the Guaranteed Obligations shall not be
impaired by (a) any lack of validity or enforceability of or any Agreement
Document, (b) the failure of Transferee to assert any claim or demand or
to enforce any right or remedy against any Person under any Agreement
Document or with respect to any Agreement Document or any Guaranteed
Obligation, (c) any extension or renewal, in whole or in part, of any
Agreement Document or any Guaranteed Obligation, (d) any rescission,
waiver, release, compromise, amendment or modification of, or any consent
to departure from, any of the terms or provisions of any Agreement
Document or any Guaranteed Obligation, (e) any failure by any Person in
the performance of any obligation with respect to any Agreement Document
or any Guaranteed Obligation, (f) any act by Transferee to obtain or
retain an Adverse Claim upon or a security interest in any property to
secure any Guaranteed Obligations, or to release any security for any of
the Guaranteed Obligations, (g) any exchange, release or nonperfection of
any Adverse Claim or of Transferee's security interest or other rights in
the Transferred Assets, (h) any bankruptcy of any Person, or (i) any other
act or omission which may or might in any manner vary the risk of
Transferor, or which would otherwise operate as a discharge of or other
defense available to Transferor, as a matter of applicable law.

     SECTION 10.04   Waiver of Resort.  Transferor agrees that this
Article X constitutes a guaranty of payment and not merely of collection
and waives any right to require that any resort be had by Transferee to
any security held by it for the payment of the Guaranteed Obligations or
to any balance or any deposit account or credit on the books of Transferee
in favor of Transferor or any of its Subsidiaries.

     SECTION 10.05   Reinstatement.  Transferor agrees that this Article X
shall continue to be effective or be reinstated, as the case may be, if at
any time any part of any payment in respect of any Guaranteed Obligation
is stayed, rescinded or must otherwise be returned by Transferee upon the
bankruptcy or reorganization of Transferor or any other Person or for any
other reason.

     SECTION 10.06   Subrogation, Waivers, Etc.  (a) Transferor hereby
agrees that, until such time as all of the Obligations shall have been
finally paid in full and in cash, the Facility shall have terminated, and
this guarantee shall have been discontinued, any claim or other rights
which Transferor may now or hereafter acquire against any Obligor that
arise from the existence, payment, performance or enforcement of the
guarantee under this Article X (collectively, "Subrogation Rights", which
term shall include any right of subrogation, reimbursement, exoneration,
contribution, indemnification, any right to participate in any claim or
remedy of Transferee against any Transferred Asset or any such Obligor or
any collateral now or hereafter pledged to Transferee or any other Person
acting on behalf of Transferee by such Obligor, whether or not such claim,
remedy or right arises in equity, at law or under contract, directly or
indirectly, is for cash or other property or arises by set-off or in any
other manner (as payment or security on account of such claim or other
rights)) shall be subordinate to the rights and claims of Transferee
against such Obligor.  If any amount shall be paid to Transferor in
respect of any Subrogation Right at a time when the Obligations shall not
have been paid in full and in cash, the Facility shall not have been
terminated or this guarantee shall not have been discontinued, such amount
shall be deemed to have been paid to Transferor for the benefit of, and
held in trust for the benefit of, Transferee, and shall forthwith be paid
to Transferee.  Transferor acknowledges that it will receive direct and
indirect benefits from the transactions contemplated by the Agreement
Documents and that the forbearance set forth in this Section 10.06 is
knowingly granted in contemplation of such benefits.

     (b)  Transferor understands and acknowledges that if Transferee
forecloses, either by judicial foreclosure or by exercise of power of
sale, any deed of trust (if any) securing the Guaranteed Obligations, that
such foreclosure could impair or destroy any ability that Transferor may
have to seek reimbursement, contribution, or indemnification from any
Obligors or others based on any right Transferor may have of subrogation,
reimbursement, contribution, or indemnification for any amounts paid by
Transferor under this guarantee.  Transferor further understands and
acknowledges that in the absence of this paragraph, such potential
impairment or destruction of Transferor's rights, if any, may entitle
Transferor to assert a defense to this guarantee based on Section 580d of
the California Code of Civil Procedures as interpreted in Union Bank v.
Gradsky, 265 Cal. App.2d. 40 (1968).  By executing this guarantee,
Transferor freely, irrevocably, and unconditionally:  (i) waives and
relinquishes that defense and agrees that Transferor will be fully liable
under this guarantee even though Transferee may foreclose, either by
judicial foreclosure or by exercise of power of sale, any deed of trust
securing the Guaranteed Obligations; (ii) agrees that Transferor will not
assert that defense in any action or proceeding which Transferee may
commence to enforce this guarantee; (iii) acknowledges and agrees that the
rights and defenses waived by Transferor in this guarantee include any
right or defense that Transferor may have or be entitled to assert based
upon or arising out of any one or more of Sections 580a, 580b, 580d, or
726 of the California Code of Civil Procedure or Section 2848 of the
California Civil Code; and (iv) acknowledges and agrees that Transferee is
relying on this waiver in entering into and performing its obligations
under this Agreement, and that this waiver is a material part of the
consideration which Transferee is receiving for entering into and
performing its obligations under this Agreement.

     (c)  Transferor waives any rights and defenses available to
Transferor by reason of Sections 2787 to 2855, inclusive, of the
California Civil Code including, without limitation, (1) any defenses
Transferor may have to its obligations under this guarantee by reason of
an election of remedies by Transferee and (2) any rights or defenses
Transferor may have by reason of protection afforded to any Obligor with
respect to any of the Guaranteed Obligations pursuant to the
antideficiency or other laws of California limiting or discharging any of
the Guaranteed Obligations, including, without limitation, Sections 580a,
580b, 580d, or 726 of the California Code of Civil Procedure.

     (d)  Transferor waives all rights and defenses arising out of an
election of remedies by Transferee, even though that election of remedies,
such as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, has destroyed Transferor's rights of subrogation
and reimbursement against any Obligor by the operation of Section 580d of
the California Code of Civil Procedure or otherwise.

     (e)  No provision or waiver in this guarantee shall be construed as
limiting the generality of any other waiver contained in this guarantee.


                                ARTICLE XI
                               MISCELLANEOUS

     SECTION 11.01   Amendments, Waivers, Etc.  No amendment, modification
or waiver of any provision of this Agreement nor consent to any departure
therefrom shall in any event be effective unless the same shall be in
writing and signed by (a) Transferor and Transferee (with respect to an
amendment or modification) or (b) Transferee (with respect to a waiver or
consent by it) or Transferor (with respect to a waiver or consent by it),
as the case may be, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which
given.  Schedule II hereto and Annex I to Exhibit 1.02(b) may be modified
at any time by mutual written consent of the parties.  No failure or delay
on the part of Transferee or any Indemnified Party 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.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by applicable law.

     SECTION 11.02   Notices, Etc.  All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in
writing (including facsimile communication) and shall be personally
delivered or sent by certified mail, postage prepaid, by facsimile or by
overnight courier, to the intended party at the address or facsimile
number of such party set forth under its name on the signature pages
hereof or at such other address or facsimile number as shall be designated
by such party in a written notice to the other parties hereto given in
accordance with this Section 11.02.  All such notices and communications
shall be effective, (a) if personally delivered, when received, (b) if
sent by certified mail, five Business Days after having been deposited in
the mail, postage prepaid and properly addressed, (c) if transmitted by
facsimile, when sent, receipt confirmed by telephone or electronic means,
and (d) if sent by overnight courier, two Business Days after having been
given to such courier unless sooner received by the addressee; provided
that notwithstanding the foregoing, notices and communications pursuant to
Article I shall not be effective until received.

     SECTION 11.03   Binding Effect; Assignability; Survival of
Provisions.  This Agreement shall be binding upon and inure to the benefit
of Transferor, Transferee and the Servicing Agent and their respective
successors and assigns, and the provisions of Sections 3.02 and 6.03 and
Article IX shall inure to the benefit of Transferee and the Indemnified
Parties, respectively, and their respective successors and assigns.
Transferor shall not assign any of its rights hereunder or any interest
herein without the prior written consent of Transferee.  Transferee may
not, without the prior written consent of Transferor (which consent may
not be unreasonably withheld or delayed), assign its rights and
obligations hereunder at any time to any Person, except that Transferee
may, without such consent, assign any of such rights or obligations (i) to
any present or future Affiliate of Transferee, and also (ii) at any time
when any Termination Event or any Unmatured Termination Event described in
Section 8.01(f) shall have occurred and be continuing, to any Person
selected by Transferee.  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 the date following the
Termination Date on which any Carryforward Amount shall have been reduced
to zero and all Transferred Receivables and all Obligations that have ever
been outstanding hereunder have been finally and fully paid and performed.
The rights and remedies with respect to any breach of any representation
and warranty made by Transferor pursuant to Article V and the
indemnification and payment provisions of Article IX and Sections 3.02,
3.05 and 11.07 shall be continuing and shall survive any termination of
this Agreement.

     SECTION 11.04   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF
TRANSFEREE IN THE TRANSFERRED ASSETS IS GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

     SECTION 11.05   Costs, Expenses and Taxes.  In addition to its
obligations under Article IX, Transferor agrees to pay to Transferee and
the other Indemnified Parties on demand:

     (a)  all reasonable out-of-pocket and other costs and expenses in
connection with the preparation, execution, delivery and administration of
the Agreement Documents and each Letter of Credit, including the
reasonable fees and expenses of counsel (including local counsel and the
allocated costs of in-house counsel, if any) for Transferee and the other
Indemnified Parties with respect thereto, and all costs and expenses, if
any (including reasonable counsel fees and expenses (including local
counsel and the allocated costs of in-house counsel, if any)), in
connection with the enforcement of the Agreement Documents and each Letter
of Credit, or any claim of breach of contract, breach of warranty or any
other breach of any Agreement Document and each Letter of Credit or any
tort claim relating to any of the foregoing;

     (b)  all present and future stamp and other taxes and governmental
fees and charges payable or determined to be payable in connection with
the execution, delivery, filing, recording or performance of the Agreement
Documents (other than taxes on the overall net income of the Person that
is requesting payment under this Section 11.05), and agrees to indemnify
each such Person against all penalties and interest with respect to or
resulting from such taxes, charges and fees and against all other
liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes, charges and fees;

     (c)  all reasonable costs and expenses of Transferee in connection
with performing any of the obligations of Transferor or the Servicing
Agent under or in connection with the Agreement Documents; and

     (d)  all other reasonable costs and expenses and all taxes incurred
by Transferee in connection with the auditing of Transferor's books
relating to the Receivables by certified public accountants at any time,
provided, that unless a Termination Event or Unmatured Termination Event
shall have occurred and be continuing, Transferor shall only be required
to reimburse Transferee for the cost of one such audit in each calendar
year.

     SECTION 11.06   Execution in Counterparts.  This Agreement may be
executed in separate counterparts, each of which shall be deemed to be an
original and all of which shall constitute one and the same Agreement.

     SECTION 11.07   Confidentiality.  (a) Transferor acknowledges that
Transferee regards the structure of the transactions contemplated by this
Agreement to be proprietary, and Transferor agrees that:

          (i)  it will not disclose without the prior consent of
     Transferee (other than to Transferor's directors, employees,
     auditors, counsel or affiliates (collectively, "Transferor
     Representatives"), each of whom shall be informed by Transferor of
     the confidential nature of the Information (as defined below) and of
     the terms of this Section 11.07), (A) detailed information regarding,
     or copies of, the Agreement Documents and the attachments thereto or
     any transaction specifically contemplated herein or therein, except
     to other financial institutions providing services or funds to
     Transferor who enter into a confidentiality agreement with respect to
     the Agreement Documents and the above-described attachments and the
     transactions specifically contemplated herein and therein (which
     agreement shall be satisfactory in form and substance to Transferee)
     and who agree not to copy or duplicate the structure of the
     transactions contemplated by this Agreement or otherwise to use the
     information described above that is so disclosed to them for any
     purpose other than their credit evaluations of Transferor or (B) any
     information regarding Transferee, which information is furnished by
     Transferee to Transferor and which is designated by Transferee to
     Transferor in writing as confidential or as not otherwise available
     to the general public (the information referred to in clauses (A) and
     (B) is collectively called the "Information"); provided that
     Transferor may disclose any such Information as may be required or
     requested by or to any municipal, state, federal or other regulatory
     body having or claiming to have jurisdiction over Transferor or in
     order to comply with any law, order, regulation, regulatory request
     or ruling applicable to Transferor;

          (ii) except as provided above, it will use the Information
     solely to evaluate, administer and enforce the transactions
     contemplated by the Agreement Documents and to make any necessary
     business judgments with respect thereto; and

          (iii)     upon reduction of each Carryforward Amount to zero or
     cancellation thereof and final payment in full of all Transferred
     Receivables and all Obligations, it  will, upon demand, return (and
     cause each of the Transferor Representatives to return) to Transferee
     all documents or other written material received from Transferee and
     all copies thereof made by Transferor which contain the Information.

     (b)  Transferee acknowledges that Transferor regards certain
information with respect to Transferor and the Receivables to be
confidential, and Transferee agrees that:

          (i)  it will not disclose without the prior consent of
     Transferor (other than to the assignees, participants, proposed
     assignees, proposed participants, directors, employees, auditors,
     counsel, agents or affiliates (collectively, the "Transferee
     Representatives") of Transferee, each of whom shall be informed by
     Transferee of the confidential nature of Transferor Information (as
     defined below) and of the terms of this Section 11.07), (A) any
     financial, business, marketing or strategic information with respect
     to Transferor which is not otherwise available to the general public
     and which has been designated in writing by Transferor as "secret" or
     "confidential" or which has been orally designated by Transferor as
     confidential which designation is confirmed in writing by Transferor
     within seven days, (B) the identity of the Obligors of the
     Receivables and the Unpaid Balances thereof, or (C) any other
     information regarding Transferor or the Receivables which is
     furnished by Transferor to Transferee and which is designated by
     Transferor to Transferee in writing (or orally, confirmed in writing
     within seven days) as "secret", "confidential" or as not otherwise
     available to the general public (the information referred to in
     clauses (A), (B) and (C) is collectively called the "Transferor
     Information"); provided that Transferee may disclose any such
     Transferor Information as may be required or requested by or to any
     municipal, state, federal or other regulatory body having or claiming
     to have jurisdiction over Transferee or in order to comply with any
     law, order, regulation or ruling applicable to Transferee;

          (ii) except as set forth above, it will use Transferor
     Information solely for the purpose of evaluating, administering and
     enforcing the transactions contemplated by the Agreement Documents
     and making any necessary business judgments with respect thereto; and

          (iii)     upon reduction of each Carryforward Amount to zero or
     cancellation thereof and final payment in full of all the Transferred
     Receivables and all Obligations, it will, upon demand, return (and
     cause each of the Transferee Representatives to return) to Transferor
     all documents or other written material received from Transferor in
     connection with clause (b)(i) above and all copies thereof made by
     Transferee which contain Transferor Information, provided, that
     Transferee may keep such materials, subject to the confidentiality
     provisions hereof, as required by applicable law or regulation.

     (c)  This Section 11.07 shall be inoperative as to such portions of
the Information or Transferor Information (as applicable) which are or
become generally available to the public or to a party to this Agreement
on a nonconfidential basis or were known to a party to this Agreement on a
nonconfidential basis prior to its disclosure by a party to this
Agreement.

     (d)  In the event that Transferor or anyone to whom Transferor or any
of Transferor Representatives transmits the Information is requested or
becomes legally compelled (by interrogatories, requests for information or
documents, subpoena, civil investigation demand or similar process) to
disclose any of the Information, Transferor will provide Transferee with
prompt written notice so that Transferee may seek a protective order or
other appropriate remedy and/or waive compliance with the provisions of
this Section 11.07.  In the event that such protective order or other
remedy is not obtained, or Transferee waives compliance with the
provisions of this Section 11.07, Transferor will furnish only that
portion of the Information which is legally required to be furnished and
will exercise its best efforts to obtain reliable assurance that
confidential treatment will be accorded the Information.

     (e)  This Section 11.07 shall survive termination of this Agreement.

     SECTION 11.08   Release.  At such time as each Carryforward Amount
shall have been reduced to zero or cancelled by Transferee, all
Transferred Receivables and all Obligations that have ever been
outstanding hereunder shall have been finally and fully paid and performed
and the Facility shall have been terminated, Transferee shall promptly
execute and deliver, at Transferor's request and expense, all UCC
termination statements and other documents that Transferor may reasonably
request to evidence the termination of Transferee's interest in the
Transferred Assets.

     SECTION 11.09   Severability of Provisions.  If any covenants,
agreements, provisions or terms of any Agreement Document shall for any
reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable and shall in no way affect
the validity or enforceability of the other provisions of or any Agreement
Document.

     SECTION 11.10   Conflict in Agreement Documents.  If there is any
conflict between this Agreement and any other Agreement Document, this
Agreement and such other Agreement Document shall be interpreted, if
possible, so as to avoid or minimize such conflict but, to the extent (and
only to the extent) of such conflict, this Agreement shall prevail and
control.

     SECTION 11.11   Legal Representation of Parties.  This Agreement and
the other Agreement Documents were negotiated by the parties with the
benefit of legal representation and any rule of construction or
interpretation otherwise requiring this Agreement or any other Agreement
Document to be construed or interpreted against any party shall not apply
to any construction or interpretation hereof or thereof.  Without limiting
the generality of the foregoing, Transferor acknowledges that it has made
an independent determination to enter into the transactions contemplated
by the Agreement Documents and has not relied on any representation or
other assurance by or on behalf of Transferee regarding any legal, tax,
accounting or other treatment or effect of such transactions.

     SECTION 11.12   Recording.  Transferor understands and agrees that
Transferee in its sole discretion may record, on tape or otherwise, any
telephone conversation between Transferor and Transferee.  Transferor
hereby agrees and consents to such tape recording and waives any right
Transferor may have to object to the admissibility into evidence of such
recording in any legal proceeding between Transferor and Transferee or in
any other proceeding to which Transferor is a party or in which
Transferee's records are subpoenaed.  Transferee shall not be required to
transcribe such recordings or maintain such recordings or any transcripts
thereof.

     SECTION 11.13   Judgments.  To the extent permitted by applicable
law, if any judgment or order expressed in any currency other than Dollars
is rendered (i) for the payment of any amount owing in respect of this
Agreement, or (ii) in respect of a judgment or order of another court for
the payment of any such amount, the party seeking recovery, after recovery
in full of the aggregate amount to which such party is entitled pursuant
to the judgment or order, will be entitled to receive immediately from the
other party the amount of any shortfall of the Dollars received by such
party as a consequence of sums paid in such other currency and will refund
promptly to the other party any excess of the Dollars received by such
party as a consequence of sums paid in such other currency if such
shortfall or such excess arises or results from any variation between the
rate of exchange at which Dollars are converted into the currency of the
judgment or order for the purposes of such judgment or order and the rate
of exchange at which such party is able, acting in a reasonable manner and
in good faith in converting the currency received into Dollars, to
purchase Dollars with the amount of the currency of the judgment or order
actually received by such party.  The term "rate of exchange" includes,
without limitation, any premiums and costs of exchange payable in
connection with the purchase of or conversion into Dollars.

     SECTION 11.14   Submission to Jurisdiction.  TRANSFEROR (IN ITS
CAPACITIES AS TRANSFEROR AND AS INITIAL SERVICING AGENT) HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY CALIFORNIA STATE OR FEDERAL
COURT SITTING IN SAN FRANCISCO, CALIFORNIA OVER ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO ANY AGREEMENT DOCUMENT, AND HEREBY (A)
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE OR FEDERAL COURT; AND
(B) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO,
THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING.

     SECTION 11.15   Integration.  The Agreement Documents contain a final
and complete integration of all prior expressions by the parties hereto
with respect to the subject matter hereof and thereof and shall together
constitute the entire agreement among the parties hereto with respect to
the subject matter hereof and thereof, superseding all prior oral or
written understandings.

     SECTION 11.16   Waiver of Jury Trial.  TRANSFEROR (IN ITS CAPACITIES
AS TRANSFEROR AND AS INITIAL SERVICING AGENT) AND TRANSFEREE EACH HEREBY
EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER ANY AGREEMENT DOCUMENT OR UNDER ANY
AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY BE DELIVERED IN
THE FUTURE IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM OR RELATING
TO ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN), ACTIONS OF EITHER OF THE PARTIES HERETO OR ANY RELATIONSHIP
EXISTING IN CONNECTION WITH ANY AGREEMENT DOCUMENT, AND EACH OF THEM
AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT
AND NOT BEFORE A JURY.


          IN WITNESS WHEREOF, Transferor and Transferee have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


                         STORAGE TECHNOLOGY CORPORATION
                              as Transferor and as initial Servicing Agent


                         By /s/ Mark D. McGregor
                         ---------------------------------------
                           Title:  Vice President and Treasurer

                         2270 South 88th Street
                         Louisville, Colorado  80028-4308
                         Facsimile No.:  (303) 673-2837
                         Attention:  Treasurer




                         BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                         ASSOCIATION,
                              as Transferee


                         By /s/ Kevin McMahon
                         ---------------------------------------
                            Title:  Vice President

                         555 California Street, 41st Floor
                         San Francisco, California 94104
                         Attention: Kevin McMahon
                         Facsimile No.: (415) 622-2514

                         EURODOLLAR OFFICE

                         Global Payment Operations
                         Domestic Account Administration, #5693
                         1850 Gateway Boulevard, 4th Floor
                         Concord, California  94520
                         Attention:  Denise Robertson
                         Facsimile No.: (510) 675-7531

                         All Notices pursuant to the Agreement other
                         than notices pursuant to Sections 1.02(b),
                         1.02(c), and 1.02(e), will be sent to
                         Transferee at both of the above addresses.

                         NOTICES PURSUANT TO SECTIONS 1.02(B),
                         1.02(C), 1.02(E), 1.06 AND 1.08 WILL BE SENT
                         TO TRANSFEREE AT:

                         555 California Street, 10th Floor
                         San Francisco, California  94104
                         Attention:  Mike Bernal
                         Facsimile No.: (415) 622-0361



                           SCHEDULE I

                          DEFINITIONS

     "Adverse Claim" means any lien, security interest, charge,
encumbrance or right or claim of any Person, or any contractual provision
restricting the transfer of any Receivables hereunder, but excluding any
of the foregoing that arise under any Agreement Document in favor of
Transferee or any other Indemnified Party.

     "Affected Party" means Transferee and any Person to whom Transferee
has assigned an interest in Transferee's rights under the Agreement.

     "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person.

     "Agreement" is defined in the Preamble.

     "Agreement Documents" means this Agreement, each Supplement, each
Assignment Certificate, each Deficiency Certificate, each Amendment and
all agreements, instruments, certificates, reports and documents executed
and delivered or to be executed and delivered under or in connection with
any of the foregoing.

     "Aggregate Net Investment" means at any time an amount equal to the
aggregate amounts paid by Transferee to Transferor in respect of Purchase
Prices (calculated without giving effect to any discount) for Transferred
Receivables which as of such date have not been paid in full.

     "Allocated Purchase Price" is defined in Section 1.02(b)(i)(D).

     "Amendment" is defined in Section 1.07(c).

     "Assignment Certificate" is defined in Section 1.04(d).

     "Bank Credit Agreement" means the Amended and Restated Multicurrency
Credit Agreement dated as of September 28, 1994 among Transferor, certain
of its Subsidiaries, the banks and financial institutions parties thereto,
and Bank of America National Trust and Savings Association, as Agent,
Swing Line Bank and Issuing Bank, as amended and supplemented from time to
time.

     "BofA" means Bank of America National Trust and Savings Association.

     "Bankruptcy Event" 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, under any law relating to
     bankruptcy, insolvency, reorganization, dissolution, winding up or
     composition or adjustment of debts (each, an "Insolvency Law"), and
     such case or proceeding shall continue undismissed, or unstayed and
     in effect, for a period of 60 days; or an order for relief in respect
     of such Person shall be entered in an involuntary case under an
     Insolvency Law; or

          (b)  such Person shall commence a voluntary case or other
     proceeding under any Insolvency Law, or shall consent to the
     appointment of or taking possession by a receiver, liquidator 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.

     "Base Foreign Currency Amount" is defined in Section 1.02(i)(B).

     "Business Day" means a day (a) that is not Saturday or Sunday and on
which commercial banks in San Francisco are not authorized or required to
be closed for business and (b) that is also a Eurodollar Business Day, if
the applicable Business Day relates to the determination of the Eurodollar
Rate.

     "Carryforward Amount" is defined in Section 1.03(c).

     "Change in Control" means the occurrence, after the date of this
Agreement, of any of the following: (a) any Person or two or more Persons
acting in concert acquiring beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934), directly or indirectly, of securities of Transferor
(or other securities convertible into such securities) representing 50% or
more of the combined voting power of all securities of Transferor entitled
to vote in the election of directors; (b) during any period of up to 12
consecutive months, commencing after the Initial Closing Date, individuals
who at the beginning of such 12-month period were directors of Transferor
ceasing for any reason to constitute a majority of the Board of Directors
of Transferor unless the Persons replacing such individuals were nominated
by the Board of Directors of Transferor; (c) any Person or two or more
Persons acting in concert acquiring by contract or otherwise, or entering
into a contract or arrangement that upon consummation will result in its
or their acquisition of, or control over, securities of Transferor (or
other securities convertible into such securities) representing 50% or
more of the combined voting power of all securities of STK entitled to
vote in the election of directors; (d) Transferor shall be a party to any
merger or consolidation in which Transferor is not a surviving entity  or
(e) Transferor shall directly or indirectly transfer, assign, convey or
lease, whether in one transaction or in a series of transactions, all or
substantially all of its assets, (whether now owned or hereafter acquired)
to any other Person or Persons.

     "Change in Control Termination Event" is defined in Section
8.02(e)(i).

     "Collections" means, as to any Receivable, all cash collections and
other cash proceeds of such Receivable and all other funds which are
deemed to have been received as a Collection pursuant to Section 2.01.

     "Contract" means an agreement or arrangement between Transferor and
any Person, pursuant to or under which such Person shall be obligated to
make payments to Transferor from time to time.

     "currency" means any currency which is authorized by the laws of any
nation to circulate as a medium of exchange in such nation.

     "Debt" of any Person at any date means (a) all obligations,
contingent or otherwise, of such Person for borrowed money (whether or not
the recourse of the lender is to the whole of the property of such Person
or only to a portion thereof), (b) all obligations of such Person
evidenced by bonds, notes or other similar instruments, (c) all
obligations of such Person in respect of letters of credit or other
similar instruments (or reimbursement obligations with respect thereto),
(d) all obligations of such Person to pay the unpaid purchase price of any
property or services, (e) all obligations of such Person as lessee under
leases which under generally accepted accounting principles would be
capitalized, (f) all Debt secured by an Adverse Claim on any property of
such Person, whether or not such Debt is assumed by such Person, (g) all
Guaranties by such Person, and (h) all net obligations in respect of Hedge
Contracts.

     "Defaulted Receivable" means a Receivable which (A) has been written
off in whole or in part as a result of non-payment for credit reasons or
(B) the Obligor of which is the subject of a Bankruptcy Event, in each
case (i) as of the close of business on the Business Day immediately
preceding the Transfer Date for the related Transfer or (ii) at any time
thereafter.

     "Deferral Compensation Amount" is defined in Section 1.03(d).

     "Deficiency Certificate" is defined in Section 1.02(f).

     "Determination Date" is defined in Section 1.02(f).

     "Determination Date Exchange Rate" is defined in Section 1.02(c).

     "Discount" is defined in Section 1.04(b).

     "Discount Period" is defined in Section 1.04(b).

     "Dollars" means lawful money of the United States of America.

     "Dollar Equivalent Balance" is defined in Section 1.03(b)(i).

     "Early Termination" is defined in Section 1.08(a).

     "Early Termination Date" is defined in Section 1.08(b)(i).

     "Early Termination Payment" is defined in Section 1.08(b).

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

          (a)  which has been fully earned by performance by Transferor of
     all of its obligations giving rise thereto and is due and payable no
     later than the 90th day after the Transfer Date applicable to such
     Receivable (it being understood that Transferor shall be obligated to
     pay Transferee the Dollar Equivalent Balance of Transferred
     Receivables on the applicable Settlement Date whether or not such
     Transferred Receivable is then due and payable by the Obligor
     thereof;

          (b)  which constitutes an "account" or, if permitted under the
     Bank Credit Agreement to be transferred hereunder, a "general
     intangible", both as defined in the California UCC;

          (c)  the Obligor of which, unless waived in writing by
     Transferee, is not the Obligor of any Defaulted Receivables;

          (d)  which is not a Defaulted Receivable;

          (e)  with regard to which the warranty in Section 5.01(f) is
     true and correct;

          (f)  the assignment of which (including the transfer of which to
     Transferee) does not contravene or conflict with (A) any law, rule or
     regulation or (B) any contractual or other restriction, limitation or
     encumbrance which has not been waived by all necessary parties;

          (g)   which, together with the Contract related thereto,
     conforms in all material respects with all applicable laws, rules and
     regulations and with respect to which no party to the Contract
     related thereto is in violation of any such law, rule or regulation;
     and

          (h)  with respect to which applicable laws, rules and
     regulations would not require the withholding of taxes from any
     amounts received by Transferor from Transferee as proceeds of the
     transfer of such Receivable or from any amounts received by
     Transferor or Transferee as Collections in respect of such
     Receivable.

     Receivables that are owed to Transferor, or that have been sold to
Transferor, by United States or foreign Subsidiaries of Transferor are
Eligible Receivables if they meet all the foregoing criteria.

     "Environmental Law" means any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, duly promulgated policy
or rule of common law now or hereafter in effect and in each case as
amended, and any judicial or administrative interpretation thereof,
including any order, consent decree or judgment, relating to the
environment, health, safety or any Hazardous Material.

     "ERISA" means the Employee Retirement Income Security Act of 1974,
and any regulations thereunder.

     "ERISA Affiliate" means any Person who for purposes of Title IV of
ERISA is a member of Transferor's controlled group, or under common
control with Transferor, within the meaning of Section 414 of the Internal
Revenue Code.

     "ERISA Event"  means (i) the occurrence of a reportable event, within
the meaning of Section 4043 of ERISA, unless the 30-day notice requirement
with respect thereto has been waived by the PBGC; (ii) the provision by
the administrator of any Plan of a notice of intent to terminate such
Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice
with respect to a plan amendment referred to in Section 4041(e) of ERISA);
(iii) the cessation of operations at a facility in the circumstances
described in Section 4068(f) of ERISA; (iv) the withdrawal by Transferor
or an ERISA Affiliate from a Multiple Employer Plan during a plan year for
which it was a substantial employer, as defined in Section 4001(a)(2) of
ERISA; (v) the failure by Transferor or any ERISA Affiliate to make a
payment to a Plan required under Section 302(f)(1) of ERISA; (vi) the
adoption of an amendment to a Plan requiring the provision of initial or
additional security to such Plan, pursuant to Section 307 of ERISA; or
(vii) the institution by the PBGC of proceedings to terminate a Plan,
pursuant to Section 4042 of ERISA, or the occurrence of any event or
condition which might constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, a Plan.

     "Eurodollar Business Day" means a Business Day on which dealings in
Dollars are carried on in the London eurodollar interbank market.

     "Eurodollar Office" means the office of Transferee designated as such
on the signature page of the Agreement, or such other office or Affiliate
of Transferee as Transferee may from time to time specify to Transferor.

     "Eurodollar Rate" means, for any period, a rate of interest per annum
equal to the rate per annum (rounded upwards to the nearest whole multiple
of 1/16 of 1% per annum, if such percentage is not a multiple,) determined
by Transferee, at which deposits in Dollars are offered by the Eurodollar
Office in London to prime banks in the London interbank market:

          (a)  for purposes of calculating the Discount applicable to the
     Purchase Price or Reduced Purchase Price pursuant to Section 1.04,
     two Eurodollar Business Days prior to the first day of the Discount
     Period specified in Section 1.04, for delivery on such first day, for
     the number of days in the applicable Discount Period or as otherwise
     specified in Section 1.04, and in an amount equal to the Transferred
     Receivables Amount; and

          (b)  for purposes of calculating the discount on Early
     Termination Payments pursuant to Section 1.08, on the date on which
     such payment is made, for a period equal to the number of days until
     the value date on which such payment is based, as specified in
     Section 1.08, in an amount as specified in such Section.

     "Eurodollar Rate (Reserve Adjusted)" means, for any period, a rate
per annum (expressed as a decimal, rounded upward to the nearest whole
multiple of 1/100 of 1%, if such percentage is not a multiple) equal to
the quotient of:

          (a)  the applicable Eurodollar Rate; divided by

          (b)  a percentage equal to 100% minus the maximum reserve
     percentage (expressed as a decimal, rounded upward to the nearest
     whole multiple of 1/100 of 1%, if such percentage is not such a
     multiple) determined by Transferee as applicable on the first
     Business Day of such period under regulations issued from time to
     time by the Board of Governors of the Federal Reserve System or any
     successor.

     "Facility" means Transferee's commitment to acquire Eligible
Receivables and Related Assets on each Transfer Date.

     "Facility Fee" is defined in Section 3.01(a).

     "Facility Limit" means $40,000,000, as such amount may be reduced
pursuant to Section 1.06.

     "Federal Funds Rate" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including
any such successor, "H.15 (519)") on the preceding Business Day opposite
the caption "Federal Funds (Effective)"; or, if for any relevant day such
rate is not so published on any such preceding Business Day, the rate for
such day will be the arithmetic mean as determined by the Transferee of
the rates for the last transaction in overnight Federal funds arranged
prior to 9:00 a.m. (New York City time) on that day by each of three
leading brokers of Federal funds transactions in New York City selected by
the Transferee.

     "foreign currency" means any currency other than Dollars.

     "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies
with similar functions of comparable stature and authority within the
accounting profession), or in such other statements by such other entity
as may be in general use by significant segments of the U.S. accounting
profession, which are applicable to the circumstances.

     "Governmental Authority" means the United States of America, any
state or other political subdivision thereof and any entity in the United
States of America or any applicable foreign jurisdiction that exercises
executive, legislative, judicial, regulatory or administrative functions
of or pertaining to government.

     "Group" is defined in the definition of "Change of Control".

     "Guaranteed Obligations" is defined in Section 10.01.

     "Guaranty" means any agreement, undertaking or arrangement by which
any Person guarantees, endorses, agrees to purchase or otherwise becomes
or is contingently liable upon (by direct or indirect agreement,
contingent or otherwise, to provide funds for payment, to supply funds to,
or otherwise to invest in, a debtor, or otherwise to assure a creditor
against loss) the indebtedness, obligation or any other liability of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions
upon the shares of any other Person.

     "Hazardous Material" means (a) any hazardous substance and toxic
substance as such terms are presently defined or used in Section101(14) of
the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980 (42 U.S.C. Section9601(14)), in 33 U.S.C.  Section1251 et seq.
(Clean Water Act), or 15 U.S.C. Section 2601 et seq.  (Toxic Substances
Control Act), (b) any additional substances or materials that are now or
hereafter hazardous or toxic substances under any applicable laws relating
to any real property owned or occupied by Transferor or any of its
Subsidiaries, and (c) as of any date of determination, any additional
substances or materials that are hereafter incorporated in or added to the
definition of "hazardous substance" or "toxic substance" for purposes of
any Environmental Law.

     "Hedge Contract" means an interest rate swap, cap, floor or collar
agreement, currency exchange agreement or similar transaction entered into
by Transferor.

     "Indemnified Amounts" is defined in Section 9.01.

     "Indemnified Party" is defined in Section 9.01.

     "Information" is defined in Section 11.07(a)(i).

     "Initial Closing Date" means January 31, 1996.

     "Insolvency Law" is defined in the definition of "Bankruptcy Event".

     "Internal Revenue Code" means the Internal Revenue Code of 1986.

     "Letter of Credit" is defined in Section 4.03(b).

     "LIBOR Fixing Date" is defined in Section 1.02(a)(iii).

     "Material Adverse Effect" means a materially adverse effect on (a)
the financial condition, business, assets, operations or prospects of
Transferor and its Subsidiaries, taken as a whole; (b) the ability of
Transferor or the Servicing Agent to perform its obligations under any
Agreement Document; (c) the validity or enforceability of, or
collectibility of amounts payable under, any Agreement Document; (d) the
status, existence, perfection or priority of Transferee's interest in the
Transferred Assets, free of any Adverse Claim; or (e) the performance or
value of the Transferred Receivables taken as a whole.

     "Material Subsidiary" means any Subsidiary of the Transferor that at
any time either: (a) owns or holds title to 5% or more of the consolidated
assets of the Transferor and its consolidated Subsidiaries, or (b)
accounts for 5% or more of the consolidated revenue of the Transferor and
its consolidated Subsidiaries, in each case as determined in accordance
with GAAP.

     "Multiemployer Plan" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which Transferor or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any
of the preceding five plan years made or accrued an obligation to make
contributions.

     "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (i) is maintained for employees of
Transferor of any ERISA Affiliate and at least one Person other than
Transferor and its ERISA Affiliates or (ii) was so maintained and in
respect of which Transferor or an ERISA Affiliate could have liability
under Section 4064 or 4069 of ERISA in the event such plan has been or
were to be terminated.

     "Obligations" means all obligations of Transferor and the Servicing
Agent to Transferee, any assignee of Transferee, any Indemnified Party and
their respective successors, permitted transferees and assigns, that arise
under or in connection with the Agreement Documents (including under any
forward contract entered into or deemed entered into pursuant to Section
1.02(e)), howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due.

     "Obligor" means a Person obligated to make payments on a Receivable.

     "PBGC" means the Pension Benefit Guaranty Corporation.

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

     "Plan" means a Single Employer Plan or a Multiple Employer Plan.

     "Pro-Rata Base Foreign Currency Amount" is defined in
Section 1.08(b)(iv)(A).

     "Pro-Rata Purchase Price" is defined in Section 1.08(b)(iv)(B).

     "Purchase Price" means, with respect to each Transfer, the amount
designated as the "Purchase Price" to be paid by Transferee on a Transfer
Date as specified in the related Supplement.

     "Receivable" means any right to payment from an Obligor, arising from
the sale of goods or services or the licensing of intellectual property
rights by Transferor in the ordinary course of its business.

     "Records" means all Contracts, purchase orders, invoices and other
agreements, documents, books, records and other media for the storage of
information (including computer programs, disks and tapes) maintained by
Transferor or, if applicable, the Servicing Agent with respect to the
Transferred Assets, the related Contracts and/or the related Obligors or
that are otherwise necessary or desirable to collect Transferred Assets.

     "Reduced Purchase Price" is defined in Section 1.03(b)(ii).

     "Reduction Fraction" is defined in Section 1.08(b)(iii).

     "Reference Rate" means a fluctuating of interest per annum as shall
be in effect from time to time, which rate per annum shall at all times be
equal to the higher of:

          (a)  the rate of interest most recently announced from time to
     time by Transferee in San Francisco, California, as its "reference
     rate."   It is a rate set by Transferee based upon various factors
     including Transferee's costs and desired return, general economic
     conditions and other factors, and is used as a reference point for
     pricing some loans that may be priced at, above or below such
     announced rate; and

          (b)  0.50% per annum above the latest Federal Funds Rate.

     "Regulatory Change" means, relative to any Affected Party,  (a)  any
change in (or the adoption, implementation, phase-in or commencement of
effectiveness of) any (i) United States federal or state law or foreign
law applicable to such Affected Party;  (ii)  regulation, interpretation,
directive, requirement or request (whether or not having the force of law)
applicable to such Affected Party of (A) any court or Governmental
Authority charged with the interpretation or administration of any law
referred to in clause (a)(i) or of (B) any fiscal, monetary or other
authority having jurisdiction over such Affected Party; or (iii) GAAP or
regulatory accounting principles applicable to such Affected Party and
affecting the application to such Affected Party of any law, regulation,
interpretation, directive, requirement or request referred to in
clause (a)(i) or (a)(ii) above; or (b) any change in the application to
such Affected Party of any existing law, regulation, interpretation,
directive, requirement, request or accounting principles referred to in
clause (a) above.

     "Related Assets" is defined in Section 1.01.

     "Required Dollar Receivables Amount" is defined in Section 1.02(c).

     "Required Foreign Currency Allocation" is defined in Section
1.02(e)(iii)(A).

     "Required L/C Amount" means (A) with respect to any Transfer of
Transferred Receivables where Discount is deducted from the Purchase Price
or Reduced Purchase Price thereof pursuant to Section 1.04, 100% of the
Transferred Receivables Amount thereof, and (B) with respect to any
Transfer of Transferred Receivables where the Transferor is obligated to
pay yield based on the Reference Rate pursuant to Section 3.03, 102% of
the Transferred Receivables Amount thereof.

     "Responsible Officer" means, with respect to any certificate, report
or notice to be delivered or given hereunder, unless the context otherwise
requires, the president, chief executive officer, chief financial officer,
treasurer or assistant treasurer of any Person, and, in addition, in
respect of Transferor, the Director of Treasury Operations of Transferor.

     "S&P" means Standard & Poor's Ratings Services.

     "Scheduled Termination Date" is defined in Section 1.07(a).

     "Servicing Agent" is defined in Section 7.01(a).

     "Settlement Date" is defined in Section 1.02(a)(iv).

     "Single Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (i) is maintained for employees of
Transferor or an ERISA Affiliate and no Person other than Transferor and
its ERISA Affiliates or (ii) was so maintained and in respect of which
Transferor or an ERISA Affiliate could have liability under Section 4069
of ERISA in the event such plan has been or were to be terminated.

     "Subrogation Rights" is defined in Section 10.06.

     "Subsidiary" means, with respect to any Person, any other
corporation, partnership or other entity which owns, directly or
indirectly, more than 50% of the outstanding capital stock or other equity
interests (as applicable) having ordinary voting power for the election of
directors or equivalent management personnel.

     "Successor Notice" is defined in Section 7.01(a).

     "Successor Servicing Agent" is defined in Section 7.04(f).

     "Supplement" is defined in Section 1.02(b)(i).

     "Surviving Entity" is defined in Section 8.02(e).

     "Taxes" is defined in Section 3.05.

     "Termination Date" is defined in Section 1.07(a).

     "Termination Event" is defined in Section 8.01.

     "Transfer" means Transferee's acquisition of Transferred Assets from
Transferor pursuant to Section 1.01.

     "Transfer Date" is defined in Section 1.02(a)(ii).

     "Transfer Exchange Rate" is defined in Section 1.02(e)(iii)(E).

     "Transferee" is defined in the Preamble.

     "Transferee Account" means the segregated account maintained by
Transferee in the name of Transferee at Bank of America National Trust and
Savings Association specified in Section 2.07.

     "Transferee Representatives" is defined in Section  11.07(b)(i).

     "Transferor" is defined in the Preamble.

     "Transferor Information" is defined in Section 11.07(b)(i).

     "Transferor Matter" is defined in Section 9.02.

     "Transferor Party" is defined in Section 9.02.

     "Transferor Representatives" is defined in Section 11.07(a)(i).

     "Transferred Assets" is defined in Section 1.01.

     "Transferred Receivable" means a Receivable acquired by Transferee
from Transferor on a Transfer Date.

     "Transferred Receivables Amount" is defined in Section 1.03(b)(ii).

     "UCC" means the Uniform Commercial Code as from time to time in
effect in the applicable jurisdiction or jurisdictions.

     "Unmatured Termination Event" means any event which, with the giving
of notice or lapse of time, or both, would become a Termination Event.

     "Unpaid Balance" of any Receivable means at any time the unpaid
amount thereof as shown on the books and records of (a) prior to any
Transfer of such Receivable, Transferor, and (b) thereafter, Transferee,
or, if applicable, the Servicing Agent, in each case calculated in
accordance with GAAP and net of any applicable reserves on Transferor or
the applicable Person's books and records.

     "Withdrawal Liability" has the meaning given to such term under Part
I of Subtitle E of Title IV of ERISA.