8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report:  April  15, 1997

                 NEW ENGLAND BUSINESS SERVICE, INC.          
       (Exact name of registrant as specified in its charter)

Delaware				                               	04-2942374       
(State or other jurisdiction		(Commission		(IRS Employer
 of incorporation)		          File Number)		Identification No.)

500 Main Street, Groton, MA		              01471	
(Address of principal executive offices)		(ZIP Code)

Registrant's telephone number, including area code:  (508) 448-6111

Item 2.	Acquisition or Disposition of Assets

On March 31, 1997, New England Business Service, Inc. (NEBS) 
acquired all of the assets and assumed certain liabilities of Chiswick 
Trading, Inc. (Chiswick) for consideration of approximately $34,600,000 
in cash and approximately $8,400,000 in shares of NEBS common stock, 
for an aggregate purchase price of $43,000,000.  The source of the cash for 
the purchase price was a loan made to NEBS in the ordinary course of 
business under its revolving line of credit with The First National Bank of 
Boston and Fleet National Bank, as lenders and agents thereunder, and 
certain other financial institutions.

Chiswick markets a line of retail and industrial packaging, shipping 
and warehouse supplies sold primarily to small wholesalers, manufacturers 
and retailers.  NEBS intends to continue to use the assets acquired from 
Chiswick for these purposes.  Chiswicks headquarters are located in 
Sudbury, Massachusetts, where Chiswick will continue to operate as a 
division of NEBS.

In negotiating the amount of consideration to be paid for the assets 
of Chiswick, NEBS considered, among other things, the following factors 
with respect to Chiswick:  historical and projected financial results, the 
quality and performance of management, the market values of comparable 
public companies, and the projected financial performance of Chiswick 
and NEBS on a combined basis.

There is no material relationship between NEBS and Chiswick or 
any of their respective officers, directors or stockholders, other than the 
Asset Purchase Agreement pursuant to which the acquisition was made 
and the other agreements pertaining thereto, including without limitation 
the lease agreements for real property. Upon consummation of the transaction,
Theodore Pasquarello, Chiswick's sole shareholder, was named an Exective Vice
President of NEBS.

Item 5.	Other Events.

	NEBS entered into a Revolving Credit Agreement, dated as of 
March 26, 1997, with The First National Bank of Boston and Fleet 
National Bank (together with certain other financial institutions, the 
Banks), The First National Bank of Boston, as agent for the Banks, and 
Fleet National Bank, as documentation agent for the Banks.  The 
Revolving Credit Agreement provides for a revolving line of credit to 
NEBS of $60,000,000.

Item 7.	Financial Statements and Exhibits

(a)	Financial Statements of Business Acquired

It is impracticable at this time to provide the financial statements of the 
business acquired for the periods specified in Rule 3-05(b) of Regulation S-
X.  These financial statements will be filed by amendment hereto within 60 
days of the date this Report on Form 8-K is required to be filed.

(b)	Pro Forma Financial Information

It is impracticable at this time to provide the pro forma information 
required by Article 11 of Regulation S-X.  This pro forma information will 
be filed by amendment hereto within 60 days of the date this Report on 
Form 8-K is required to be filed.

(c)	Exhibits

Exhibit Number

2.1	Asset Purchase Agreement by and among New England Business 
Service, Inc., Chiswick Trading, Inc. and Theodore Pasquarello 
dated as of March 31, 1997.

2.2	Agreement to Furnish Copies of Omitted Schedules and Exhibits to 
Asset Purchase Agreement dated as of March 31, 1997.

10.1	Revolving Credit Agreement dated as of March 26, 1997, by and 
among New England Business Service, Inc., The First National 
Bank of Boston and Fleet National Bank (together with certain 
other financial institutions, the Banks), The First National Bank 
of Boston, as agent for the Banks, and Fleet National Bank, as 
documentation agent for the Banks.

10.2	Agreement to Furnish Copies of Omitted Schedules and Exhibits to
Revolving Credit Agreement dated March 26, 1997.

24.1	Consent of Independent Accountants.  (To be filed by amendment.)


	SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the under- 
signed hereunto duly authorized.
	                            NEW ENGLAND BUSINESS SERVICE, INC.
		                    Registrant

DATED:  April  15, 1997	By:	     /s/ John F. Fairbanks                
                                   		John F. Fairbanks
	                                   	VP, Chief Financial Officer

EX-2.1

ASSET PURCHASE AGREEMENT
AMONG
NEW ENGLAND BUSINESS SERVICE, INC.,
CHISWICK TRADING, INC.
AND
THEODORE PASQUARELLO
MARCH 31, 1997




ASSET PURCHASE AGREEMENT
This Agreement is entered into on March 31, 1997, by and among 
New England Business Service, Inc., a Delaware corporation (the 
"Buyer"), Chiswick Trading, Inc., a Massachusetts corporation (the 
"Seller"), and Theodore Pasquarello (the "Stockholder").  The Buyer, the 
Seller and the Stockholder are referred to collectively herein as the 
"Parties."
WITNESSETH:
WHEREAS, the Seller is engaged in the marketing and sale of 
industrial packaging, shipping and warehouse supplies, and gift wrap 
packaging, directly and indirectly to small businesses; and
WHEREAS, the Seller desires to sell, transfer and assign to the 
Buyer, and the Buyer desires to purchase and acquire from the Seller, the 
assets of the Seller described herein, in return for cash and shares of Buyer 
Common Stock and the assumption of certain specified liabilities; and
WHEREAS, the Stockholder is the sole stockholder of the Seller 
and will benefit directly from the sale of assets contemplated hereby.
AGREEMENT
	NOW, THEREFORE, in consideration of the premises and the 
mutual promises herein made, and in consideration of the representations, 
warranties, and covenants herein contained, the Parties, intending to 
become legally bound, agree as follows.
ARTICLE I
DEFINITIONS
For the purposes of this Agreement, the following words and 
phrases, when used herein, shall have the meanings specified or referred to 
below:
"Accredited Investor" has the meaning set forth in Regulation D 
promulgated under the Securities Act.
"Access Period" means the longer of (a) a period of five years 
following the Closing Date, or (b) the period of time beginning on the 
Closing Date and ending on the date when taxes may no longer be assessed 
under the applicable statutes of limitation, excluding any period of waiver 
or extensions thereof.
"Acquired Assets" means all right, title, and interest in and to all of 
the properties, assets, rights, privileges and business of the Seller, tangible 
and intangible, including all of its (a) leaseholds and subleaseholds therein, 
improvements, fixtures, and fittings thereon, and easements, rights-of-way, 
and other appurtenants thereto (such as appurtenant rights in and to 
public streets), (b) tangible personal property (such as machinery, 
equipment, inventories of raw materials and supplies, manufactured and 
purchased parts, goods in process and finished goods, furniture, 
automobiles, trucks, tractors, trailers, tools, jigs, and dies), (c) Intellect- 
ual Property, all goodwill associated therewith, licenses and sublicenses 
granted and obtained with respect thereto, and rights thereunder, 
remedies against infringements thereof, and rights to protection of 
interests therein under the laws of all jurisdictions, and all proprietary 
rights (d) leases, subleases, and rights thereunder, (e) agreements, 
contracts, instruments, other similar arrangements, and rights thereunder, 
(f) accounts, notes, and other receivables, (g) claims, deposits, 
prepayments, causes of action, choses in action, rights of recovery, and 
rights of set off, (h) franchises, approvals, permits, licenses, orders, 
registrations, certificates, variances, and similar rights obtained from 
governments and governmental agencies, (i) books, records, ledgers, files, 
documents, correspondence, lists (including customer lists), plats, 
architectural plans, drawings, and specifications, creative materials, 
advertising and promotional materials, studies, reports, and other printed 
or written materials, and (j) Cash; provided, however, that the Acquired 
Assets shall not include (i) the corporate charter, qualifications to conduct 
business as a foreign corporation, arrangements with registered agents 
relating to foreign qualifications, taxpayer and other identification 
numbers, seals, corporate minute books, stock transfer books, blank stock 
certificates, and other documents relating to the organization, 
maintenance, and existence of the Seller as a corporation, (ii) the vehicles 
owned or leased by the Seller which are identified in Section 3.14 of the 
Disclosure Schedule as used for personal as well as business purposes, (iii) 
the leases of real property in Sudbury, Massachusetts identified in Section 
3.12 of the Disclosure Schedule, (iv) any rights of recoupment or refunds 
related to the Seller's payment of Taxes, (v) the term life insurance policy 
for the Stockholder issued by General American, Policy No. 3019878 in the 
amount of $1,000,000; (vi) the revolving line of credit agreement between 
the Seller and The First National Bank of Boston for borrowing up to 
$3,000,000; or (vii) any of the rights of the Seller under this Agreement (or 
under any other agreement between the Seller on the one hand and the 
Buyer on the other hand entered into on or after the date of this 
Agreement).
"Adverse Consequences" means all damages, dues, penalties, fines, 
costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, 
losses, expenses, and fees, including court costs and reasonable attorneys' 
fees and expenses; provided, however, that the amount attributable to any 
Adverse Consequence shall be reduced by (or shall not include) (i) any 
proceeds relating to the Adverse Consequence collected by or paid to the 
Indemnified Party (as defined below) under the insurance policies of any 
party, and (ii) any and all actual net tax refunds or reductions in taxes 
payable by the Indemnified Party or its affiliates (the "Net Tax Benefit"), 
but giving effect to the time value of money, solely as a result of the 
circumstance giving rise to such Adverse Consequence (provided, 
however, that any tax liability of the Indemnified Party incurred in 
connection with the receipt of reimbursement of such Adverse 
Consequence by the Indemnified Party shall be included in the calculation 
of the Net Tax Benefit).
"Agreement" means this agreement between the Parties, as the 
same may be amended from time to time.
"Assumed Employees" has the meaning set forth in Section 8.07(a) 
below.
"Assumed Liabilities" means (a) all Liabilities of the Seller which 
are reflected on the Closing Balance Sheet, (b) all obligations of the Seller 
under the agreements, contracts, leases, licenses, and other arrangements 
referred to in the definition of Acquired Assets, including any warranty or 
product liability obligations which arise out of products sold prior to the 
Closing Date, and (c) the Liabilities and obligations of the Seller under its 
Employee Benefit Plans and other non-material fringe benefit plans and 
programs, all to the extent described in Section 8.07 of this Agreement; 
provided, however, that the Assumed Liabilities shall not include, except to 
the extent accrued on the Closing Balance Sheet (or as otherwise set forth 
below), (i) any Liability of the Seller for Taxes; (ii) any obligation of the 
Seller to indemnify any Person by reason of the fact that such Person was 
a director, officer, employee, or agent of any of the Seller or was serving at 
the request of the Seller as a partner, trustee, director, officer, employee, 
or agent of another entity (whether such indemnification is for judgments, 
damages, penalties, fines, costs, amounts paid in settlement, losses, 
expenses, or otherwise and whether such indemnification is pursuant to 
any statute, charter document, bylaw, agreement, or otherwise); (iii) any 
Liability of the Seller for costs and expenses incurred in connection with 
this Agreement and the transactions contemplated hereby; (iv) any liability 
or obligation of the Seller in respect of any options, warrants or similar 
rights to acquire any shares of its capital stock; (v) any Liability or 
obligation of the Seller or the Stockholder in respect of any stock 
appreciation rights, including without limitation any rights accruing under 
the Equity Appreciation Right Agreements by and between the Seller and 
certain individuals; (vi) any obligations under the escheat or abandoned 
property laws of any state which arise from or relate to the Acquired 
Assets or the Seller's activities; (vii) any Liability or obligation relating  
to the vehicles owned or leased by the Seller which are identified in 
Section 3.14 of the Disclosure Schedule as used for personal as well as 
business purposes; (viii) any Liability or obligation arising from 
guarantees of the Seller, whether such guarantees are of indebtedness for 
borrowed money or are guarantees of the Liabilities or obligations of any 
other Person, as identified in Section 3.25 of the Disclosure Schedule; 
(ix) any obligations under any unwritten agreements between the 
Stockholder and the Seller; (x) any Liability or obligation arising out of or 
related to any leases of real property in Sudbury, Massachusetts to which 
the Seller is a party; (xi) any Liability of Seller under any Environmental, 
Health and Safety Laws that arises from the Acquired Assets or the 
premises to be leased by the Buyer in connection with the Acquired Assets; 
(xii) any obligation of the Seller (whether accrued or unaccrued) under its 
commercial promissory note dated August 28, 1991 and the related 
security agreement, each relating to the revolving line of credit agreement 
between the Seller and The First National Bank of Boston; (xiii) any 
liability for funded debt in excess of $300,000.00; or (xiv) any Liability or 
obligation of the Seller under this Agreement (or under any other 
agreement between the Seller on the one hand and the Buyer on the other 
hand entered into on or after the date of this Agreement).
"Benefits Closing Date" has the meaning set forth in Section 8.07(b) 
below.
"Buyer" has the meaning set forth in the preface above.
"Buyer Common Stock" means the common stock of the Buyer, par 
value $1.00 per share.
"Buyer's 401(k) Plan" has the meaning set forth in Section 8.07(d) 
below.
"Cash" means cash and cash equivalents (including marketable 
securities and short term investments) calculated in accordance with 
GAAP applied on a basis consistent with the preparation of the September 
30, 1996 Financial Statements.
"Closing" has the meaning set forth in Section 2.04 below.
"Closing Balance Sheet" has the meaning set forth in Section 2.05 
below.
"Closing Date" has the meaning set forth in Section 2.04 below.
"Code" means the Internal Revenue Code of 1986, as amended, 
and the regulations promulgated thereunder.
"Commission" means the Securities and Exchange Commission.
"Covered Matter" has the meaning set forth in Section 7.04(b) 
below.
"Dispute Notice" has the meaning specified in Section 2.05(b) 
below.
"Disclosure Schedule" has the meaning set forth in Article III 
below.
"Eligible Individuals" has the meaning set forth in Section 8.07(c) 
below.
"Employee Benefit Plan" means any (a) non-qualified deferred 
compensation agreement or arrangement or qualified retirement plan 
which is an Employee Pension Benefit Plan, or (b) Employee Welfare 
Benefit Plan or material fringe benefit plan or program.
"Employee Pension Benefit Plan" has the meaning set forth in 
ERISA Sect.3(2).
"Employee Welfare Benefit Plan" has the meaning set forth in 
ERISA Sect.3(1).
"Environmental, Health, and Safety Laws" means all applicable 
laws (including rules, regulations, codes, plans, injunctions, judgments, 
orders, decrees, and rulings thereunder) of federal, state, and local 
governments (and all agencies thereof) concerning pollution or protection 
of the environment, public health and safety, or employee health and 
safety.
"ERISA" means the Employee Retirement Income Security Act of 
1974, as amended.
"Extremely Hazardous Substance" has the meaning set forth in 
Sect.302 of the Emergency Planning and Community Right-to-Know Act 
of 1986, as amended.
"Fair Value" means the average of the closing price of a share of 
the Buyer Common Stock for the twenty (20) successive trading days 
ending on and including the third trading day preceding the Closing Date, 
as reported by the New York Stock Exchange.
"Fiduciary" has the meaning set forth in ERISA Sect.3(21).
"Final Purchase Price" has the meaning set forth in Section 2.05(c) 
below.
"Financial Statements" has the meaning set forth in Section 3.07 
below.
"GAAP" means generally accepted accounting principles as in 
effect from time to time.
"Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended.
"Indemnified Party" has the meaning set forth in Section 7.04(a) 
below.
"Indemnifying Party" has the meaning set forth in Section 7.04(a) 
below.
"Initial Purchase Price" has the meaning set forth in Section 2.03 
below.
"Intellectual Property" means (a) all inventions (whether patentable 
or unpatentable and whether or not reduced to practice), all improvements 
thereto, and all patents, patent applications, and patent disclosures, 
together with all reissuances, continuations, continuations-in-part, 
revisions, and extensions thereof, (b) all trademarks, service marks, trade 
dress, logos, trade names, and corporate names, together with all 
combinations thereof and including all goodwill associated therewith, and 
all registration applications, registrations, and registration renewals in 
connection therewith, (c) all copyrightable works, all copyrights, and all 
registration applications, registrations, and registration renewals in 
connection therewith, (d) all mask works and all registration applications, 
registrations, and registration renewals in connection therewith, (e) all 
trade secrets and confidential business information (including ideas, 
research and development, know-how, formulas, compositions, 
manufacturing and production processes and techniques, technical data, 
designs, drawings, specifications, customer and supplier lists, pricing and 
cost information, and business and marketing plans and proposals), (f) all 
computer software (including data and related documentation), and (g) all 
copies and tangible embodiments thereof (in whatever form or medium).
"Knowledge of the Seller" or "Seller's Knowledge" means the 
actual knowledge of the Stockholder, Judith L. McConnell, Ronald Doyle, 
Rand Goddard, Kenneth Murphy, Joel Karsh, and Barbara-Marie Scalzi, 
and any other employees of the Seller with specific responsibility for the 
matters as to which the Seller is making representations and warranties 
hereunder.
"Lease Agreements" means (i) the Lease of even date herewith 
between Theodore Pasquarello, as Trustee of the E. B. Realty Trust, and 
the Seller for the premises at 33 Union Avenue, Sudbury, Massachusetts, 
(ii) the Lease of even date herewith between Theodore Pasquarello, as 
Trustee of the Paris Trust, and the Seller for the premises at 31 Union 
Avenue, Sudbury, Massachusetts, and (iii) the Lease between Theodore 
Pasquarello, as Trustee of the Paris Trust, and the Seller for the premises 
at 25 Union Avenue, Sudbury, Massachusetts (when executed), in the form 
attached hereto as Exhibit A.
"Liability" means any liability (whether known or unknown, 
whether asserted or unasserted, whether absolute or contingent, whether 
accrued or unaccrued, whether liquidated or unliquidated, and whether 
due or to become due), including any liability for Taxes.
"Most Recent Balance Sheet" means the balance sheet contained 
within the December 31, 1996 Financial Statements.
"Most Recent Fiscal Year End" has the meaning set forth in 
Section 3.07 below.
"Multiemployer Plan" has the meaning set forth in 
ERISA Sect. 3(37).
"Ordinary Course of Business" means the ordinary course of 
business consistent with past custom and practice.
"Party" has the meaning set forth in the preface above.
"PBGC" means the Pension Benefit Guaranty Corporation.
"Person" means an individual, partnership, corporation, limited 
liability company, association, joint stock company, trust, estate, joint 
venture, unincorporated organization, or governmental entity (or any 
department, agency, or political subdivision thereof).
"Prohibited Transaction" has the meaning set forth in 
ERISA Sect.406 and Code Sect.4975, but excludes any transaction so 
described which is exempt from the prohibitions of ERISA pursuant to 
Section 408 of ERISA and the excise taxes of Code Sect.4975 pursuant to 
Code Sect.4975.
"Registration Expenses" has the meaning set forth in 
Section 8.05(a) below.
"Related Agreement" means any agreement, certificate or 
instrument executed and delivered by a Party at the Closing or otherwise 
in connection with the consummation of the transactions contemplated by 
this Agreement.
"Reportable Event" has the meaning set forth in ERISA Sect.4043.
"Securities Act" means the Securities Act of 1933, as amended, and 
the rules and regulations promulgated thereunder.
"Security Interest" means any mortgage, pledge, lien, lis pendens, 
charge, attachment, easement, covenant, restriction or other encumbrance 
of any nature, except (a) mechanic's, materialman's, and similar liens, 
(b) liens for Taxes not yet due and payable or for Taxes that the taxpayer 
is contesting in good faith through appropriate proceedings, (c) purchase 
money liens and liens securing rental payments under capital lease 
arrangements, and (d) other liens arising in the Ordinary Course of 
Business and not incurred in connection with the borrowing of money.
"Seller" has the meaning set forth in the preface above.
"Seller's 401(k) Plan" has the meaning set forth in Section 8.07(d) 
below.
"Selling Expenses" has the meaning set forth in Section 8.05(a) 
below.
"Subsidiary" means any corporation with respect to which a 
specified Person (or a Subsidiary thereof) owns a majority of the common 
stock or has the power to vote or direct the voting of sufficient securities to 
elect a majority of the directors.
"Tax" means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp, 
occupation, premium, windfall profits, environmental (including taxes 
under Code Sect.59A), customs duties, capital stock, franchise, profits, 
withholding, social security (or similar), unemployment, disability, real 
property, personal property, sales, use, transfer, registration, value added, 
alternative or add-on minimum, estimated, or other tax of any kind 
whatsoever, including any interest, penalty, or addition thereto, whether 
disputed or not.
"Tax Return" means any return, declaration, report, claim for 
refund, or information return or statement relating to Taxes, including any 
schedule or attachment thereto, and including any amendment thereof.
"Third Party Claim" has the meaning set forth in Section 7.04(a) 
below.
"Transition Arrangements" has the meaning set forth in Section 
8.07(b) below.
"WARN Act" has the meaning set forth in Section 8.07(e) below.
ARTICLE II
PURCHASE AND SALE
2.01	Purchase and Sale of Assets.  On and subject to the terms 
and conditions of this Agreement, at the Closing the Buyer agrees to 
purchase from the Seller, and the Seller agrees to sell, transfer, convey, and 
deliver to the Buyer, all of the Acquired Assets, free and clear of all 
Security Interests, for the consideration specified below in this Article II, 
pursuant to a Bill of Sale delivered in connection herewith and such other 
instruments or agreements as the Buyer may reasonably request.
2.02	Assumption of Liabilities.  On and subject to the terms and 
conditions of this Agreement, at the Closing the Buyer agrees to assume 
and become responsible for all of the Assumed Liabilities pursuant to an 
Assumption Agreement delivered in connection herewith and such other 
instruments or agreements as the Seller may reasonably request.  The 
Buyer will not assume or have any responsibility, however, with respect to 
any other obligation or Liability of the Seller not included within the 
definition of Assumed Liabilities.
2.03	Initial Purchase Price.  The Buyer agrees to pay to the Seller 
at the Closing the aggregate amount of $43,000,000.00 (the "Initial 
Purchase Price") by delivery of (i) shares (rounded to the nearest whole 
share) of its Buyer Common Stock having a Fair Value at the Closing Date 
of $8,400,000.00, and (ii) cash for the balance of the Initial Purchase Price 
payable by wire transfer or delivery of other immediately available funds.
2.04	The Closing.  The closing of the transactions contemplated 
by this Agreement (the "Closing") shall take place at the offices of Hill & 
Barlow in Boston, Massachusetts, on March 31, 1997 or such other date as 
the Parties may mutually determine (the "Closing Date").
2.05	Adjustments to Initial Purchase Price.  The Initial Purchase 
Price shall be subject to adjustment after the Closing Date as follows:
(a)	As promptly as possible following the Closing Date, 
the Seller and the Stockholder shall deliver to the Buyer a balance 
sheet of the Seller prepared by the Seller's independent accountant 
as of the Closing Date (the "Closing Balance Sheet").  The Closing 
Balance Sheet shall be prepared in accordance with subsection (d) 
below, and shall be accompanied by a certificate of the Seller's 
independent accountant attesting to such preparation.  
(b)	In the event that the Buyer disputes the presentation 
of any item or items contained in the Closing Balance Sheet, the 
Buyer shall notify the Seller and the Stockholder in writing (the 
"Dispute Notice") of the amount, nature and basis of such dispute, 
within 15 calendar days after delivery of the Closing Balance Sheet.  
In the event of such a dispute, the Stockholder and the Buyer shall 
first use their best efforts to resolve such dispute among themselves.  
If the Stockholder and the Buyer are unable to resolve the dispute 
within 25 calendar days after delivery of the Closing Balance Sheet, 
the dispute shall be submitted to the Boston, Massachusetts office of 
Price Waterhouse LLP ("Price Waterhouse").  Price Waterhouse 
shall be required to resolve the dispute and determine a final 
Closing Balance Sheet within 30 days after submission in 
accordance with the standard set forth in subsection (d) below, and 
their determination shall be binding and conclusive upon all the 
Parties.  The fees and expenses of Price Waterhouse in connection 
with the resolution of disputes hereunder shall be shared equally by 
the Stockholder and the Buyer.
(c)	Immediately upon the expiration of the 15-day period 
for giving the Dispute Notice, if no Dispute Notice is given, or 
immediately upon the resolution of disputes, if any, pursuant to 
Section 2.05(b) above, the Purchase Price shall be adjusted as 
follows (as so adjusted, the "Final Purchase Price").  If the total 
stockholder's equity set forth in the Closing Balance Sheet exceeds 
$9,134,679, the amount of such excess shall be paid immediately by 
the Buyer to the Seller by wire transfer or delivery of other 
immediately available funds.  If such total stockholder's equity is 
less than $9,134,679, the Stockholder shall cause the Seller to pay 
immediately to the Buyer by wire transfer or delivery of other 
immediately available funds the amount of such shortfall.
(d)	The Closing Balance Sheet as prepared by the Seller's 
independent accountant and, if there are any disputes relating 
thereto as described in Section 2.05(b) above, as finally determined 
by the parties or by Price Waterhouse, (i) shall be prepared in 
accordance with GAAP to the extent consistent with the Seller's 
September 30, 1996 balance sheet included in the Financial 
Statements, without any adjustments applicable solely as a result of 
the acquisition of the Acquired Assets by the Buyer on the Closing 
Date, and (ii) shall include all Liabilities of the Seller that are set 
forth on the face of the Most Recent Balance Sheet (rather than in 
any notes thereto) to the extent the same have not been satisfied 
prior to the Closing Date, except that there shall not be included as 
liabilities in the Closing Balance Sheet any Liabilities that are not 
Assumed Liabilities (and the Closing Balance Sheet shall reflect any 
adjustments necessary or appropriate in connection with such 
exclusion).
2.06	Allocation.  The Final Purchase Price shall be allocated by 
the Buyer in consultation with the Seller among the Acquired Assets in 
accordance with the relative fair market values and pursuant to Section 
1060 of the Code.  The parties hereto shall furnish such information to the 
Internal Revenue Service with respect to allocation of the Final Purchase 
Price payable hereunder as may be required by Section 1060 of the Code.  
The Buyer and the Seller shall furnish each other with a copy of the 
information it proposes to submit to the Internal Revenue Service at least 
30 days prior to the due date for filing such material, and the parties shall 
furnish information consistent therewith to the Internal Revenue Service 
in connection with the filing of their fiscal year-end 1997 federal income 
tax return.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND 
THE STOCKHOLDER
The Seller and the Stockholder jointly and severally represent and 
warrant to the Buyer that the statements contained in this Article III are 
correct and complete as of the date of this Agreement, except as set forth 
in the disclosure schedule attached to this Agreement (the "Disclosure 
Schedule").  The Disclosure Schedule will be arranged in sections 
corresponding to the numbered sections contained in this Article III.
3.01	Organization of the Seller.  The Seller is a corporation duly 
organized, validly existing, and in good standing under the laws of the 
jurisdiction of its incorporation.  Section 3.01 of the Disclosure Schedule 
identifies each jurisdiction in which the Seller is duly qualified to do 
business as a foreign corporation, and the Seller is not required to be 
licensed or qualified to conduct its business or own its property in any 
other jurisdiction where the failure to be so licensed or qualified would 
have a material adverse effect.  The Seller is in good standing in each 
jurisdiction in which it is qualified to do business, except as otherwise 
disclosed in Section 3.01 of the Disclosure Schedule.
3.02	Authorization of Transaction. Each of the Seller and the 
Stockholder has full right, power, authority and capacity to execute and 
deliver this Agreement and the Related Agreements to which it is or may 
become  party, and to perform its obligations hereunder and thereunder.  
The execution, delivery and performance of this Agreement and the 
Related Agreements by the Seller has been duly authorized by the Seller's 
Board of Directors and the Stockholder.  This Agreement and the Related 
Agreements to which each of the Seller and the Stockholder is or may 
become a party constitute (or will constitute when executed or delivered in 
accordance herewith) the valid and legally binding obligations of the Seller 
and Stockholder, as applicable, enforceable in accordance with their 
respective terms.
3.03	Noncontravention.  Neither the execution and the delivery of 
this Agreement and the Related Agreements, nor the consummation of the 
transactions contemplated hereby and thereby (including the assignments 
and assumptions referred to in Article II above), will (i) violate any 
constitution, statute, regulation, rule, injunction, judgment, order, decree, 
ruling, charge, or other restriction of any government, governmental 
agency, or court to which either the Seller or the Stockholder is subject or 
any provision of the charter or bylaws of the Seller, or (ii) conflict with, 
result in a breach of, constitute a default under, result in the acceleration 
of, create in any party the right to accelerate, terminate, modify, or cancel, 
or require any notice under any agreement, contract, lease, license, 
instrument, or other arrangement to which Seller is a party or by which it 
is bound or to which any of its assets is subject.  Except for (1) a filing 
under the Hart-Scott-Rodino Act, (2) any filing required to change the 
Seller's name, and (3) any filings with the United States Patent and 
Trademark Office and corresponding Canadian authorities required to 
transfer to the Buyer the Seller's registered Intellectual Property and 
applications therefor as set forth in Section 3.13, neither the Seller nor the 
Stockholder needs to give any notice to, make any filing with, or obtain any 
authorization, consent, or approval of any government or governmental 
agency in order for the Parties to consummate the transactions 
contemplated by this Agreement.
3.04	Brokers' Fees.  The Seller has no Liability or obligation to 
pay any fees or commissions to any broker, finder, or agent with respect to 
the transactions contemplated by this Agreement.
3.05	Title to Assets.  The Seller has valid title to, or a valid 
leasehold interest in, the properties and assets used by it, located on its 
premises, or shown on the Most Recent Balance Sheet or acquired after 
the date thereof, free and clear of all Security Interests, except as otherwise 
indicated in Section 3.05 of the Disclosure Schedule, and except for 
properties and assets disposed of in the Ordinary Course of Business since 
the date of the Most Recent Balance Sheet.
3.06	Subsidiaries.  The Seller has no Subsidiaries and does not 
own, directly or indirectly (which term shall not include ownership 
interests of the Stockholder), any of the capital stock or beneficial interest 
of any corporation, association, partnership, trust, joint venture, or similar 
entity.
3.07	Financial Statements.  Attached hereto as Exhibit B are the 
following financial statements of the Seller (collectively the "Financial 
Statements"):  (i) the unaudited balance sheet and statements of income, 
retained earnings, and cash flows, as of and for the nine months ended 
September 30, 1996; and (ii)  audited balance sheets and statements of 
income, retained earnings, changes in stockholder's equity, and cash flows 
as of and for the fiscal years ended December 31, 1994, 1995 and 
December 31, 1996 (the "Most Recent Fiscal Year End").  The Financial 
Statements (including the notes thereto) have been prepared in accordance 
with GAAP applied on a consistent basis throughout the periods covered 
thereby, and present fairly the financial condition of the Seller as of such 
dates and the results of operations of the Seller for such periods; provided, 
however, that the Financial Statements identified in clause (i) above are 
subject to normal year-end adjustments and lack footnotes and other 
presentation items.
3.08	Events Subsequent to Most Recent Fiscal Year End.  Since 
the Most Recent Fiscal Year End, there has not been any material adverse 
change in the business, financial condition, operations, results of 
operations, or future prospects of the Seller.  Without limiting the 
generality of the foregoing, since that date:
(a)	no party (including the Seller) has accelerated, 
terminated, modified, or canceled any agreement, contract, lease, or 
license (or series of related agreements, contracts, leases, and 
licenses) involving more than $50,000 to which the Seller is a party 
or by which it is bound;
(b)	the Seller has not issued any note, bond, or other debt 
security or created, incurred, assumed, or guaranteed any 
indebtedness for borrowed money, nor any capitalized lease 
obligation in excess of $50,000;
(c)	the Seller has not canceled, compromised, waived, or 
released any right or claim (or series of related rights and claims) 
outside the Ordinary Course of Business;
(d)	the Seller has not experienced any damage, 
destruction, or loss (whether or not covered by insurance) to its 
property, other than wear and tear in the Ordinary Course of 
Business;
(e)	except for cash distributions, if any, to the 
Stockholder, the Seller has not made any loan to, or entered into 
any other transaction with, any of its directors, officers, and 
employees outside the Ordinary Course of Business;
(f)	the Seller has not paid or declared any dividends to 
the Stockholder, other than cash distributions;
(g)	the Seller has not granted any increase in the base 
compensation of, or otherwise made any material change in 
employment terms for, any of its directors, officers, and employees 
outside the Ordinary Course of Business;
(h)	the Seller has not adopted, amended, modified or 
terminated any bonus, profit-sharing, incentive, severance, or other 
plan, contract, or commitment for the benefit of any of its directors, 
officers, and employees (or taken any such action with respect to 
any other Employee Benefit Plan);
(i)	except as described in clauses (c), (e) or (f) above, the 
Seller has neither purchased nor sold or otherwise disposed of any 
properties or assets (other than inventory) having a value in excess 
of $50,000;
(j)	to the Seller's Knowledge, there has not been any 
other material occurrence, event, incident, action, failure to act, or 
transaction outside the Ordinary Course of Business involving the 
Seller and an amount in excess of $50,000; and
(k)	the Seller has not entered into any agreement 
requiring or otherwise committed to any of the foregoing.
3.09	Undisclosed Liabilities.  To the Seller's Knowledge, the Seller 
does not have any Liability (and there is no basis for any present or future 
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or 
demand against any of them giving rise to any Liability), except for 
(i) Liabilities set forth on the face of the Most Recent Balance Sheet 
(rather than in any notes thereto), and (ii) Liabilities which have arisen 
after the Most Recent Fiscal Year End in the Ordinary Course of 
Business.
3.10	Legal Compliance.  The Seller has complied in all material 
respects, subject to the provisions of Section 10.15 hereof and except where 
non-compliance would not have a material adverse effect on the Seller's 
business, financial condition and results of operations, with all applicable 
laws (including rules, regulations, codes, plans, injunctions, judgments, 
orders, decrees, and rulings thereunder) of federal, state, local, and foreign 
governments (and all agencies thereof).  The Seller has received no notice 
from any such governmental authority of any such violation or alleged 
violation, and no action, suit, proceeding, hearing, investigation, charge, 
complaint, claim, demand, or notice has been filed or commenced against it 
alleging any failure so to comply.
3.11	Tax Matters.  The Seller has timely filed all material Tax 
Returns that it was required to file and has paid all Taxes shown to be due 
thereon.  The Seller has withheld and paid all Taxes required to have been 
withheld and paid in connection with amounts paid or owing to any 
employee, independent contractor, creditor, stockholder, or other third 
party.  The Seller has never been a member of an affiliated group as 
defined in Code Sect.1504 (a) and is not a foreign person as defined in 
Code Sect. 1445.
3.12	Real Property.  The Seller owns no real property.  
Section 3.12 of the Disclosure Schedule lists and describes briefly all real 
property leased or subleased to the Seller, and separately identifies any 
such real property with respect to which the Stockholder has received 
written notice of pending or likely reassessment.  The Seller has delivered 
to the Buyer correct and complete copies of such leases and subleases (as 
amended to date).  With respect to each lease and sublease listed in 
Section 3.12 of the Disclosure Schedule:
(a)	the lease or sublease is legal, valid, binding, 
enforceable, and in full force and effect;
(b)	neither the Seller nor, to the Seller's Knowledge, any 
other party to the lease or sublease is in breach or default, and no 
event has occurred which, with notice or lapse of time, would 
constitute a breach or default or permit termination, modification, 
or acceleration thereunder; and
(c)	all facilities leased or subleased thereunder have 
received all approvals of governmental authorities (including 
licenses and permits) required in connection with the operation of 
the Seller's business therein and have been operated and 
maintained by the Seller in accordance with the terms and 
conditions of such approvals.
	3.13	Intellectual Property.
(a)	The Seller is the owner of the registration of the 
service mark CHISWICK with the United States Patent and 
Trademark Office, Registration No. 1,237,799, dated May 10, 1983, 
based on use of the mark since 1974; such registration is 
incontestable pursuant to and within the meaning of Section 15 of 
the U.S. Trademark Act, 15 U.S.C. Sect.Sect. 1051 et seq.  The 
Seller is the owner of the pending application to register the mark 
CHISWICK in the Canadian Intellectual Property Office, Trade-
marks, Serial No. 808481, allowed on January 24, 1997.  The Seller 
has adopted and used the mark BAGS & BOWS since 1994, but has 
not made any federal, state or foreign trademark or service mark 
application therefor.  The Seller has not made any federal, state or 
foreign trademark or service mark application for the mark 
"CHISWICK TRADING."  Except as set forth on Section 3.13 of 
the Disclosure Schedule, to Seller's Knowledge, Seller has the right 
to use the names "Chiswick," "Chiswick Trading," and "Bags & 
Bows" in connection with its business.
(b)	Subject to subsection (a) above, the Seller owns or has 
the right to use all Intellectual Property necessary for the operation 
of its businesses as now conducted.  Each item of Intellectual 
Property owned or used by the Seller immediately prior to the 
Closing hereunder will be owned or available for use by the Buyer 
on identical terms and conditions immediately subsequent to the 
Closing hereunder.
(c)	To the Knowledge of the Seller, it has not infringed 
upon, misappropriated, or violated any Intellectual Property rights 
of third parties, and none of the Seller's directors and officers (and 
employees with responsibility for Intellectual Property matters) 
have ever received any written charge, complaint, claim, demand, or 
notice alleging any such infringement, misappropriation, or 
violation (including any claim that the Seller must license or refrain 
from using any Intellectual Property rights of any third party) that 
has not been finally resolved.  To the Knowledge of the Seller, no 
third party has infringed upon, misappropriated, or violated any 
Intellectual Property rights of the Seller that have not been finally 
resolved.
(d)	Section 3.13 of the Disclosure Schedule identifies each 
patent, trademark registration or copyright registration which has 
been issued to the Seller with respect to any of its Intellectual 
Property, identifies each pending patent application or application 
for trademark registration which the Seller has made with respect to 
any of its Intellectual Property, and identifies each outstanding 
license, agreement, or other permission which the Seller has granted 
to any third party with respect to any Intellectual Property owned 
by the Seller.  The Seller has delivered to the Buyer correct and 
complete copies of all such patents, registrations, applications, 
licenses, agreements, and permissions (as amended to date).  
Section 3.13 of the Disclosure Schedule also identifies each material 
trade name or material unregistered trademark used by the Seller in 
connection with any of its businesses.  With respect to each item of 
Intellectual Property identified in Section 3.13 of the Disclosure 
Schedule:
	(i)	the Seller possesses all right, title, and interest 
in and to the item as so identified, free and 
clear of any Security Interest, license, or other 
restriction; provided, that in the case of a 
trademark or service mark, the foregoing shall 
apply only to the registration therefor;
	(ii)	the item is not subject to any outstanding 
injunction, judgment, order, decree, or ruling;
	(iii)	no action, suit, proceeding, hearing, 
investigation, complaint, claim, or demand is 
pending or, to the Knowledge of any of the 
Seller's directors, officers, and employees with 
responsibility for Intellectual Property 
matters, is threatened which challenges the 
legality, validity, enforceability, use, or 
ownership of the item; and
	(iv)	the Seller has never agreed to indemnify any 
Person for or against any interference, 
infringement, misappropriation, or other 
conflict with respect to the item.
(e)	Section 3.13 of the Disclosure Schedule identifies each 
item of Intellectual Property that the Seller uses pursuant to a 
written license, sublicense, agreement, or permission.  The Seller has 
delivered to the Buyer correct and complete copies of all such 
written licenses, sublicenses, agreements, and permissions (as 
amended to date).  With respect to each item of Intellectual 
Property required to be identified in Section 3.13 of the Disclosure 
Schedule;
	(i)	the license, sublicense, agreement, or 
permission pursuant to which the Seller uses 
the item is legal, valid, binding, enforceable, 
and in full force and effect;
	(ii)	the license, sublicense, agreement, or 
permission will continue to be legal, valid, 
binding, enforceable, and in full force and 
effect on identical terms following the 
consummation of the assignments and 
assumptions referred to in Article II above;
	(iii)	neither the Seller nor, to the Seller's 
Knowledge, any other party to the license, 
sublicense, agreement, or permission is in 
breach or default, and to the Seller's 
Knowledge no event has occurred which with 
notice or lapse of time would constitute a 
breach or default or permit termination, 
modification, or acceleration thereunder;
	(iv)	neither the Seller nor, to the Seller's 
Knowledge, any other party to the license, 
sublicense, agreement, or permission has 
repudiated (in writing, with respect to any 
party other than the Seller) any provision 
thereof;
	(v)	with respect to each sublicense, to the Seller's 
Knowledge, the representations and 
warranties set forth in subsections (i) through 
(iv) above are true and correct with respect to 
the underlying license;
	(vi)	to the Seller's Knowledge, the underlying item 
of Intellectual Property is not subject to any 
outstanding injunction, judgment, order, 
decree, or ruling;
	(vii)	to the Seller's Knowledge, no action, suit, 
proceeding, hearing, investigation, complaint, 
claim, or demand is pending or threatened 
which challenges the legality, validity, or 
enforceability of the underlying item of 
Intellectual Property; and
	(viii)	the Seller has not granted any sublicense or 
similar right with respect to the license, 
sublicense, agreement, or permission.
3.14	Tangible Assets.  The Seller owns or leases all buildings, 
machinery, equipment, and other tangible assets necessary for the conduct 
of its business as presently conducted.  Each such tangible asset has been 
maintained in accordance with normal industry practice, and is in 
reasonably good operating condition and repair (subject to normal wear 
and tear).  Section 3.14 of the Disclosure Schedule identifies each location 
at which the Seller maintains tangible assets and indicates, for each such 
location, the category or categories of tangible assets at each such location 
and the approximate book value thereof.  Section 3.14 of the Disclosure 
Schedule also lists each vehicle owned or leased by the Seller and identifies 
those vehicles which are used by employees of the Seller for personal as 
well as business purposes.
3.15	Inventory.  The inventory of the Seller consists of raw 
materials and supplies, manufactured and purchased parts, goods in 
process, and finished goods, all of which is merchantable.  The Seller holds 
no inventory on a consignment basis, except to the extent of any reserves 
therefor set forth on the Closing Balance Sheet.
3.16	Contracts.  Section 3.16 of the Disclosure Schedule lists the 
following contracts and other agreements to which the Seller is a party:
(a)	any agreement (or group of related agreements) for 
the lease of personal property to or from any Person providing for 
lease payments in excess of $50,000.00 per annum;
(b)	any agreement (or group of related agreements) for 
the purchase or sale of raw materials, commodities, supplies, 
products, or other personal property, or for the furnishing or 
receipt of services, the performance of which will extend over a 
period of more than one year, or involve consideration in excess of 
$50,000.00;
(c)	any agreement (or group of related agreements) under 
which it has created, incurred, assumed, or guaranteed any 
indebtedness for borrowed money, or any capitalized lease 
obligation, or under which it has imposed a Security Interest on any 
of its assets, tangible or intangible;
(d)	any agreement concerning confidentiality or 
noncompetition, or limiting in any way the Seller's freedom to 
purchase from alternate suppliers;
(e)	any written agreement involving the Stockholder;
(f)	any profit sharing, stock option, stock purchase, stock 
appreciation, deferred compensation, severance, or other plan or 
arrangement for the benefit of its current or former directors, 
officers, and employees, other than any such plan or arrangement 
which is an Employee Benefit Plan;
(g)	any collective bargaining agreement;
(h)	any written agreement or, to the Seller's Knowledge, 
any other agreement for the employment of any individual on a full-
time, part-time, consulting, or other basis providing annual 
compensation in excess of $10,000.00 or providing severance 
benefits;
(i)	any agreement under which it has advanced or loaned 
any amount to any of its directors, officers, and employees outside 
the Ordinary Course of Business;
(j)	any agreement with any sales agent or distributor;
(k)	any agreement under which the consequences of a 
default or termination could have a material adverse effect on the 
business, financial condition, operations, results of operations, or 
future prospects of the Seller; or
(l)	any other written agreement (or group of related 
agreements), or, to the Seller's Knowledge, any other unwritten 
agreement (or group of related agreements), in either case the 
performance of which involves consideration in excess of 
$50,000.00.
The Seller has delivered to the Buyer a correct and complete copy of each 
written agreement listed in Section 3.16 of the Disclosure Schedule (as 
amended to date).  With respect to each such agreement: (i) the agreement 
is legal, valid, binding, enforceable, and in full force and effect; (ii) the 
agreement will continue to be legal, valid, binding, enforceable, and in full 
force and effect on identical terms following the consummation of the 
transactions contemplated hereby (including the assignments and 
assumptions referred to in Article II above); (iii) neither the Seller nor, to 
the Seller's Knowledge, any other party is in breach or default, and, to the 
Seller's Knowledge, no event has occurred which with notice or lapse of 
time would constitute a breach or default, or permit termination, 
modification, or acceleration, under the agreement; and (iv) neither the 
Seller nor, to the Seller's Knowledge, any other party has repudiated any 
provision of the agreement.
3.17	Notes and Accounts Receivable.  All notes and accounts 
receivable of the Seller are reflected properly on their books and records, 
and are valid receivables subject to no setoffs or counterclaims, except to 
the extent of any reserves therefor set forth on the Closing Balance Sheet.
3.18	Powers of Attorney and Banking Matters.  There are no 
outstanding powers of attorney executed on behalf of the Seller.  Section 
3.18 of the Disclosure Schedule sets forth and describes all arrangements 
which the Seller has with any banking institution, and identifies the Person 
or Persons authorized to make deposits, withdrawals, or otherwise take 
actions in respect thereof.
3.19	Insurance.  Copies of all insurance policies held at any time 
by the Seller and now in the Seller's possession have been delivered to the 
Buyer at or prior to the date hereof.  Section 3.19 of the Disclosure 
Schedule sets forth the following information with respect to each 
insurance policy (including policies providing property, casualty, liability, 
and workers' compensation coverage and bond and surety arrangements) 
to which the Seller has been a party, a named insured, or otherwise the 
beneficiary of coverage at any time within the past 5 years (other than 
general liability and casualty insurance, for which the name of the insurer 
and period of coverage will be provided as to all policies held at any time 
by the Seller and now in the Seller's possession):
(a)	the name, address, and telephone number of the 
agent;
(b)	the name of the insurer, the name of the policyholder, 
and the name of each covered insured;
(c)	the policy number and the period of coverage;
(d)	the scope (including an indication of whether the 
coverage was on a claims made, occurrence, or other basis) and 
amount (including a description of how deductibles and ceilings are 
calculated and operate) of coverage; and
(e)	a description of any retroactive premium adjustments 
or other loss-sharing arrangements.
With respect to each such insurance policy stated as being currently in 
effect on the Disclosure Schedule:  (i) the policy is legal, valid, binding, 
enforceable, and in full force and effect; (ii) the policy will continue to be 
legal, valid, binding, enforceable, and in full force and effect on identical 
terms following the consummation of the transactions contemplated hereby 
(including the assignments and assumptions referred to in Article II 
above); (iii) the Seller is not in breach or default (including with respect to 
the payment of premiums or the giving of notices), and no event has 
occurred which, with notice or the lapse of time, would constitute such a 
breach or default, or permit termination, modification, or acceleration, 
under the policy; and (iv) neither the Seller nor, to the Seller's Knowledge, 
any other party to the policy has repudiated any provision thereof.  At the 
Closing, the Buyer shall assume the policy issued by Connecticut National 
Life Insurance Company, Policy No. 0C0013032, currently held by the 
Seller for term life insurance for the Stockholder in the amount of 
$1,000,000.00.
3.20	Litigation.  Section 3.20 of the Disclosure Schedule sets forth 
each instance in which the Seller (a) is subject to any outstanding 
injunction, judgment, order, decree, ruling, or charge, or (b) is a party or 
to the Knowledge of the Seller, is threatened to be made a party to any 
action, suit, proceeding, hearing, or investigation of, in, or before any 
court or quasi-judicial or administrative agency of any federal, state, local, 
or foreign jurisdiction or before any arbitrator.
3.21	Product Warranty.  To the Seller's Knowledge, each product 
manufactured, sold, or delivered by the Seller has been in conformity with 
all applicable contractual commitments and all express and implied 
warranties, and to the Seller's Knowledge the Seller has no Liability (and 
there is no basis for any present or future action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, or demand against it giving rise to 
any Liability) for replacement or repair thereof or other damages in 
connection therewith.  No product manufactured, sold, or delivered by the 
Seller is subject to any guaranty, warranty, or other indemnity beyond the 
applicable standard terms and conditions of sale or lease.  Section 3.21 of 
the Disclosure Schedule includes copies of the standard terms and 
conditions of sale for the Seller (containing applicable guaranty, warranty, 
and indemnity provisions).
3.22	Product Liability.  To the Seller's Knowledge, it has no 
Liability (and there is no basis for any present or future action, suit, 
proceeding, hearing, investigation, charge, complaint, claim, or demand 
against any of them giving rise to any Liability) arising out of any injury to 
individuals or property as a result of the ownership, possession, or use of 
any product manufactured, sold, or delivered by the Seller.
3.23	Employees.  Section 3.23 of the Disclosure Schedule identifies 
each of the Seller's employees, each such employee's annual compensation, 
and the jurisdiction, to Seller's Knowledge, in which such employees 
reside.  To the Knowledge of the Seller, no executive, key employee, or 
group of employees has any plans to terminate employment with the Seller 
other than pursuant to this Agreement.  The Seller is not a party to or 
bound by any collective bargaining agreement, nor has the Seller 
experienced any strikes, written grievances, written claims of unfair labor 
practices, or other labor disputes.  The Seller has no Knowledge of any 
organizational effort presently being made or threatened by or on behalf 
of any labor union with respect to employees of the Seller.
3.24	Employee Benefits.
(a)	Section 3.24 of the Disclosure Schedule lists each 
Employee Benefit Plan that the Seller maintains or to which the 
Seller contributes.
	(i)	To the Seller's Knowledge, each such 
Employee Benefit Plan (and each related trust, 
insurance contract, or fund) complies in form 
and in operation in all material respects with 
the applicable requirements of ERISA, the 
Code, and other applicable laws.
	(ii)	Each such Employee Benefit Plan which is an 
Employee Pension Benefit Plan has received a 
favorable determination letter from the 
Internal Revenue Service as to its qualification 
under Code Section 401(a) and, to the Seller's 
Knowledge, there is no basis for the revocation 
of any such letter.
	(iii)	The Seller has delivered to the Buyer correct 
and complete copies of the plan documents 
and summary plan descriptions, the most 
recent determination letter received from the 
Internal Revenue Service, the most recent 
Form 5500 Annual Report, and all related 
trust agreements, insurance contracts, and 
other funding agreements which implement 
each such Employee Benefit Plan.
(b)	With respect to each Employee Benefit Plan that the 
Seller maintains or to which it contributes:
	(i)	No such Employee Benefit Plan which is an 
Employee Pension Benefit Plan (other than 
any Multiemployer Plan) has been completely 
or partially terminated or been the subject of a 
Reportable Event as to which notices would be 
required to be filed with the PBGC.  No 
proceeding by the PBGC to terminate any 
such Employee Pension Benefit Plan (other 
than any Multiemployer Plan) has been 
instituted or, to the Knowledge of any of the 
directors and officers (and employees with 
responsibility for employee benefits matters) of 
the Seller, threatened.
	(ii)	No action, suit, proceeding, hearing, or (to 
Seller's Knowledge) investigation with respect 
to the administration or the investment of the 
assets of any such Employee Benefit Plan 
(other than routine claims for benefits) is 
pending or, to Seller's Knowledge, threatened.
(c)	The Seller does not contribute to any Multiemployer 
Plan.
(d)	The Seller does not maintain or contribute to and has 
never maintained or contributed to, nor ever has been required to 
contribute to, any Employee Welfare Benefit Plan providing post-
employment medical, health, or life insurance or other welfare-type 
benefits for any Assumed Employee (as defined in Section 8.07), 
their spouses, or their dependents (other than in accordance with 
Code Sect.4980B and applicable state insurance laws).
(e)	The Seller and the Stockholder shall each notify the 
Buyer within fifteen (15) business days after receiving written 
notice of any of the following events, whether such events (or the 
Seller's or Stockholder's receipt of written notice thereof) have 
occurred before, on or after the Closing Date:
	(i)	The revocation or threatened revocation of 
any favorable determination letter referred to 
in paragraph (a), clause (ii) of this Section 3.24 
or 
	(ii)	The commencement or threatened 
commencement of any action, suit, proceeding, 
hearing or investigation of the type described 
in paragraph (b), clause (ii) of this Section 
3.24.  
In each such event, the Seller shall also promptly (at its own 
expense) take the following actions, as applicable:
	(i)	The Seller shall take reasonable steps to 
preserve the qualified status under Code 
Section 401(a) of any Employee Pension 
Benefit Plan as to which revocation of a 
favorable determination letter is made or 
threatened; and
	(ii)	The Seller shall defend or otherwise respond 
appropriately to any pending or threatened 
action, suit, proceeding, hearing or 
investigation referred to in this paragraph (e).
3.25	Guaranties.  Section 3.25 of the Disclosure Schedule sets 
forth each instance in which the Seller is a guarantor or otherwise is liable 
for any Liability or obligation of any other Person (excluding any guaranty 
of indebtedness for borrowed money).
3.26	Disclosure.  The representations and warranties contained in 
this Article III do not contain any untrue statement of a material fact or 
omit to state any material fact necessary in order to make the statements 
and information contained in this Article III not misleading.
3.27	Environment, Health, and Safety.
(a)	The Seller has complied in all material respects with 
all Environmental, Health, and Safety Laws, and no action, suit, 
proceeding, hearing, investigation, complaint, claim, demand, or 
notice has been filed or commenced against it alleging any failure so 
to comply.  Without limiting the generality of the preceding 
sentence, the Seller has obtained and been in compliance with all of 
the terms and conditions of all permits, licenses, and other 
authorizations which are required under, and has complied in all 
material respects with all other limitations, restrictions, conditions, 
standards, prohibitions, requirements, obligations, schedules, and 
timetables which are contained in, all Environmental, Health, and 
Safety Laws.  Section 3.27 of the Disclosure Statement identifies 
each such permit, license or other authorization, and indicates 
whether any such permit, because of authorization, cannot be freely 
assigned to the Buyer hereunder.
(b)	Except as set forth in Section 3.27 of the Disclosure 
Schedule, the Seller has no Liability (and Seller has not handled or 
disposed of any substance, arranged for the disposal of any 
substance, exposed any employee or other individual to any 
substance or condition, or owned or operated any property or 
facility in any manner that could form the basis for any present or 
future action, suit, proceeding, hearing, investigation, complaint, 
claim, or demand against the Seller giving rise to any Liability) for 
damage by the Seller to any site, location, or body of water (surface 
or subsurface), for any illness of or personal injury to any employee 
or other individual, or for any reason under any Environmental, 
Health, and Safety Law.
(c)	All equipment used in the business of Seller is free of 
any asbestos which is or could become friable or otherwise require 
removal or notification of hazard to any Person, PCB's, methylene 
chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, 
dibenzofurans, and Extremely Hazardous Substances.
3.28	Investment.  The Seller and the Stockholder (a) understand 
that the shares of Common Stock have not been registered under the 
Securities Act, or under any state securities laws, and are being offered 
and sold in reliance upon federal and state exemptions for transactions not 
involving any public offering, (b) the Seller is acquiring the shares of 
Buyer Common Stock solely for its own account for investment purposes, 
and not with a view to the distribution thereof (except to the Stockholder), 
(c) the Seller and the Stockholder are sophisticated investors with 
knowledge and experience in business and financial matters, (d) the Seller 
and the Stockholder have received certain information concerning the 
Buyer and have had the opportunity to obtain additional information as 
desired in order to evaluate the merits and the risks inherent in holding the 
shares of Buyer Common Stock, and (e) each of the Seller and the 
Stockholder is an Accredited Investor for the reasons set forth in 
Section 3.28 of the Disclosure Schedule.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller that the statements 
contained in this Article IV are correct and complete as of the date of this 
Agreement, and that such statements will be correct and complete as of the 
Closing Date (as though made then and as though the Closing Date were 
substituted for the date of this Agreement throughout this Article IV) 
except as may be set forth in any supplemental disclosure delivered by the 
Buyer to the Seller on or prior to Closing Date.
4.01	Organization of the Buyer.  The Buyer is a corporation duly 
organized, validly existing, and in good standing under the laws of the 
jurisdiction of its incorporation.  The Buyer is duly licensed or qualified to 
do business as a foreign corporation in every jurisdiction where the failure 
to be so licensed or qualified would have a material adverse effect.
4.02	Authorization of Transaction.  The Buyer has full right, 
power and authority (including full corporate power and authority) to 
execute and deliver this Agreement and the Related Agreements to which 
it is or may become a party and to perform its obligations hereunder and 
thereunder.  The execution, delivery, and performance of this Agreement 
and the Related Agreements have been duly authorized by the Buyer's 
Board of Directors.  No approval or authorization is required from the 
Buyer's stockholders for the execution, delivery, or performance of this 
Agreement or the Related Agreements.  This Agreement and the Related 
Agreements to which the Buyer is or may become a party constitute (or 
will constitute when executed and delivered) the valid and legally binding 
obligations of the Buyer, enforceable in accordance with their respective 
terms.
4.03	Noncontravention.  Neither the execution and the delivery of 
this Agreement and the Related Agreements, nor the consummation of the 
transactions contemplated hereby or thereby (including the assignments 
and assumptions referred to in Article II above), will (a) violate any 
constitution, statute, regulation, rule, injunction, judgment, order, decree, 
ruling, charge, or other restriction of any government, governmental 
agency, or court to which the Buyer is subject or any provision of its 
charter or bylaws or (b) conflict with, result in a breach of, constitute a 
default under, result in the acceleration of, create in any party the right to 
accelerate, terminate, modify, or cancel, or require any notice under any 
agreement, contract, lease, license, instrument, or other arrangement to 
which the Buyer is a party or by which it is bound or to which any of its 
assets is subject, except that the consent of the Buyer's lender is required.  
Except for a filing under the Hart-Scott-Rodino Act, the Buyer does not 
need to give any notice to, make any filing with, or obtain any 
authorization, consent, or approval of any government or governmental 
agency in order for the Parties to consummate the transactions 
contemplated by this Agreement (including the assignments and 
assumptions referred to in Article II above).
4.04	Brokers' Fees.  The Buyer has no Liability or obligation to 
pay any fees or commissions to any broker, finder, or agent with respect to 
the transactions contemplated by this Agreement.
4.05	Financial Statements.  Attached hereto as Exhibit C are the 
following financial statements of the Buyer:  (i) audited balance sheets and 
statements of income, stockholder's equity, and cash flow as of and for the 
fiscal years ended June 24, 1994, June 30, 1995 and June 29, 1996; and 
(ii) an unaudited balance sheet and statement of income, and cash flow as 
of and for the period ended February 22, 1997.  The financial statements 
attached hereto as Exhibit B (including the notes thereto) have been 
prepared in accordance with GAAP applied on a consistent basis 
throughout the periods covered thereby, present fairly the financial 
condition of the Buyer as of such dates and the results of operations of the 
Buyer for such periods and are correct and complete; provided, however, 
that the unaudited financial statements are subject to normal year-end 
adjustments (which will not be material individually or in the aggregate) 
and lack footnotes and other presentation items.
4.06	Capitalization of Buyer.  As of March 27, 1997, the Buyer 
had duly authorized 40 million shares of common stock, $1.00 par value, of 
which 13,121,380 shares were issued and outstanding and 2,196,517 were 
reserved for issuance for various corporate purposes, and 1,000,000 shares 
of preferred stock, $1.00 par value, none of which was issued and 
outstanding.
4.07	Buyer Common Stock.  The shares of Buyer Common Stock 
to be issued to the Seller hereunder will, when so issued, be duly 
authorized, validly issued and outstanding, and fully paid and 
non-assessable.  Provided that the statements contained in Section 3.28 are 
true and correct, such shares of Buyer Common Stock will have been 
issued pursuant to an exemption from registration under the Securities Act 
and the applicable blue sky laws of The Commonwealth of Massachusetts.
4.08	Buyer SEC Reports.	The Buyer has previously 
furnished the Seller and the Stockholder with true and complete copies of 
the Buyer's Annual Report on Form 10-K for the year ended June 29, 
1996, its proxy statement for the Annual Meeting of Stockholders held 
September 11, 1996, all communications mailed by the Buyer to its 
stockholders since June 11, 1996, and all Quarterly Reports on Form 10-Q 
and Current Reports on Form 8-K filed after June 29, 1996.  The financial 
statements and schedules of the Buyer contained in said reports (or 
incorporated therein by reference) were prepared in accordance with 
GAAP applied on a consistent basis except as noted therein, and fairly 
present the information purported to be shown therein.  Such proxy 
statement and stockholder communications, Annual Report on Form 10-K, 
Current Reports on Form 8-K, and Quarterly Reports on Form 10-Q did 
not, on the date of mailing in the case of such proxy statement and 
stockholder communications, and on the date of filing in the case of such 
reports, contain any untrue statement of a material fact or omit to state a 
material fact required to be stated therein or necessary to make the 
statements therein, in light of the circumstances under which they were 
made, not misleading.  Buyer has timely filed all proxy statements, Annual 
Reports on Form 10-K, Current Reports on Form 8-K, Quarterly Reports 
on Form 10-Q, and other statements and reports required to be filed under 
the Securities Act and the Securities Exchange Act of 1934, as amended, 
and as of their respective dates all such statements and reports complied in 
all material respects with the published rules and regulations of the 
Commission with respect thereto.
4.09	Litigation.  The Buyer is not subject to any outstanding 
injunction, judgment, order, decree, ruling, or charge; nor is the Buyer a 
party or, to its knowledge, threatened to be made a party to, any action, 
suit, proceeding, hearing, or investigation of, in, or before any court or 
quasi-judicial or administrative agency of any federal, state, local or 
foreign jurisdiction or before any arbitrator.
ARTICLES V AND VI INTENTIONALLY OMITTED
ARTICLE VII
INDEMNIFICATION
7.01.	Survival of Representations and Warranties.  All of the 
representations and warranties contained in Sections 3.03 through 3.27 
(except as set forth below) and Sections 4.03 through 4.07 of this 
Agreement shall survive the Closing and continue in full force and effect 
for a period of eighteen months thereafter; provided, that the 
representations and warranties contained in Section 3.27, insofar as they 
relate solely to any real property subject to a Lease Agreement, shall 
survive for the term of the applicable Lease Agreement.  All of the other 
representations, warranties and covenants contained in this Agreement 
shall survive the Closing and continue in full force and effect forever 
thereafter (subject to any applicable statutes of limitations).
7.02	Indemnification Provisions for Benefit of the Buyer.  In the 
event the Seller and the Stockholder breach any of the representations, 
warranties, and covenants contained in this Agreement or any Related 
Agreement, and, if there is an applicable survival period pursuant to 
Section 7.01 above, provided that the Buyer makes a specific written claim 
for indemnification against either the Seller or the Stockholder pursuant to 
Section 10.07 below within such survival period, then the Seller and the 
Stockholder jointly and severally agree to indemnify the Buyer from and 
against the entirety of any Adverse Consequences the Buyer may suffer 
through and after the date of the claim for indemnification (including any 
Adverse Consequences the Buyer may suffer after the end of any 
applicable survival period) resulting from, arising out of, or caused by the 
breach; provided, however, that the Seller and the Stockholder shall not 
have any obligation to indemnify the Buyer from and against any Adverse 
Consequences resulting from, arising out of, or caused by the breach (or 
alleged breach) of any representation or warranty of the Seller or the 
Stockholder contained in this Agreement or any Related Agreement until 
the Buyer has suffered Adverse Consequences by reason of all such 
breaches in excess of a $1,000,000.00 aggregate threshold (and then only to 
the extent of such Adverse Consequences exceeding that amount).
Notwithstanding the limitations contained in the foregoing sentence, 
the Seller and the Stockholder jointly and severally agree to indemnify the 
Buyer from and against the entirety of any Adverse Consequences the 
Buyer may suffer resulting from, arising out of, relating to, in the nature 
of, or caused by any Liability of the Seller which is not an Assumed 
Liability; provided, that any amounts so indemnified by the Seller or the 
Stockholder in accordance with this paragraph shall be taken into account 
as indemnity payments in determining the Seller's and the Stockholder's 
maximum cumulative aggregate indemnification obligation set forth in the 
following paragraph; and provided, further, that for purposes of this 
Section 7.02 there shall not be deemed to be any breach of any 
representation, warranty, or covenant of the Seller or the Stockholder 
contained in this Agreement or any Related Agreement to the extent that 
the Seller or the Stockholder makes a payment under this paragraph that 
would not have been required to be made absent such a breach in the first 
instance..
In no event, however, will the Seller's and the Stockholder's 
indemnification obligations under this Section 7.02 exceed the Final 
Purchase Price.
7.03	Indemnification Provisions for Benefit of the Seller and the 
Stockholder.  In the event the Buyer breaches (or in the event any third 
party alleges facts that, if true, would mean the Buyer has breached) any 
of its representations, warranties, and covenants contained in this 
Agreement or any Related Agreement and, if there is an applicable 
survival period pursuant to Section 7.01 above, provided that either the 
Seller or the Stockholder makes a written claim for indemnification against 
the Buyer pursuant to Section 10.07 below within such survival period, 
then the Buyer agrees to indemnify the Seller and the Stockholder from 
and against the entirety of any Adverse Consequences the Seller or the 
Stockholder may suffer through and after the date of the claim for 
indemnification (including any Adverse Consequences the Seller or the 
Stockholder may suffer after the end of any applicable survival period) 
resulting from, arising out of, relating to, in the nature of, or caused by the 
breach (or the alleged breach); provided, however, that the Buyer shall not 
have any obligation to indemnify the Seller or the Stockholder from and 
against any Adverse Consequences resulting from, arising out of, relating 
to, in the nature of, or caused by the breach (or alleged breach) of any 
representation or warranty of the Buyer contained in Article IV of this 
Agreement until the Seller and the Stockholder have in the aggregate 
suffered Adverse Consequences by reason of all such breaches (or alleged 
breaches) in excess of a $50,000.00 aggregate threshold (and then only to 
the extent of such Adverse Consequences exceeding that amount).
7.04	Matters Involving Third Parties.
(a)	If any third party shall notify any Party (the 
"Indemnified Party") with respect to any matter (a "Third Party 
Claim") which may give rise to a claim for indemnification against 
any other Party (the "Indemnifying Party") under this Article VII, 
then the Indemnified Party shall promptly notify each Indemnifying 
Party thereof in writing and shall provide all relevant information 
and documentation in the Indemnified Party's possession; provided, 
however, that no delay on the part of the Indemnified Party in 
notifying any Indemnifying Party or in providing any such relevant 
information and documentation shall relieve the Indemnifying 
Party from any obligation hereunder unless (and then solely to the 
extent) the Indemnifying Party thereby is prejudiced.
(b)	Any Indemnifying Party will have the right to defend 
the Indemnified Party against the Third Party Claim with counsel 
of its choice (but only insofar as such Third Party Claim may give 
rise to a claim for indemnification against that Party (a "Covered 
Matter")) so long as the Indemnifying Party notifies the 
Indemnified Party in writing within 60 days after the Indemnified 
Party has given notice of the Covered Matter that the Indemnifying 
Party will indemnify the Indemnified Party from and against the 
entirety of any Adverse Consequences the Indemnified Party may 
suffer resulting from, arising out of, or caused by the Covered 
Matter.
(c)	So long as the Indemnifying Party is conducting the 
defense of the Covered Matter in accordance with Section 7.04(b) 
above, (i) the Indemnified Party may retain separate co-counsel at 
its sole cost and expense and participate in the defense of the 
Covered Matter, (ii) the Indemnified Party will not consent to the 
entry of any judgment or enter into any settlement with respect to 
the Covered Matter without the prior written consent of the 
Indemnifying Party, and (iii) the Indemnifying Party will not 
consent to the entry of any judgment or enter into any settlement 
with respect to the Covered Matter without the prior written 
consent of the Indemnified Party (A) in any case in which (1) the 
Indemnified Party may be subject to an injunction or other 
equitable relief pursuant to the proposed judgment or settlement or 
(2) settlement of, or an adverse judgment with respect to, the 
Covered Matter is, in the good faith judgment of the Indemnified 
Party, likely to establish a precedential custom or practice 
materially adverse to the continuing business interests of the 
Indemnified Party and (B) provided, that if the Indemnified Party 
withholds such consent with respect to any monetary award, the 
Indemnified Party shall thereafter be responsible for the defense of 
such Covered Matter and the Indemnifying Party's liability with 
respect thereto shall not exceed the amount of the proposed 
judgment or settlement from which the Indemnified Party withheld 
its consent.
(d)	In the event any of the conditions in Section 7.04(b) 
above is or becomes unsatisfied, however, (i) the Indemnified Party 
may defend against, and consent to the entry of any judgment or 
enter into any settlement with respect to, the Third Party Claim in 
any manner it reasonably may deem appropriate (and the 
Indemnified Party need not consult with, or obtain any consent 
from, any Indemnifying Party in connection therewith), (ii) the 
Indemnifying Parties will reimburse the Indemnified Party 
promptly and periodically for the costs of defending against the 
Covered Matter (including reasonable attorneys' fees and 
expenses), and (iii) the Indemnifying Parties will remain responsible 
for any Adverse Consequences the Indemnified Party may suffer 
resulting from, arising out of, relating to, in the nature of, or caused 
by the Covered Matter to the fullest extent provided in this 
Article VII.
7.05	Other Indemnification Provisions.  Any indemnification 
payments payable under this Article VII shall for all purposes be treated 
as an adjustment to the Final Purchase Price, and the parties hereby agree 
that they will not take any positions or other actions (including reporting 
the adjustments on their applicable Tax Returns) inconsistent with this 
treatment.  With respect to any action, suit, proceeding, complaint, claim, 
or demand brought by the Buyer against the Stockholder hereunder, the 
Stockholder hereby agrees that he will not make any claim for 
indemnification against the Buyer by reason of the fact that he was a 
director, officer, employee, or agent of the Seller or was serving at the 
request of any such entity as a partner, trustee, director, officer, employee, 
or agent of another entity (whether such claim is for judgments, damages, 
penalties, fines, costs, amounts paid in settlement, losses, expenses, or 
otherwise and whether such claim is pursuant to any statute, charter 
document, bylaw, agreement, or otherwise).
ARTICLE VIII
POST-CLOSING COVENANTS
The Parties agree as follows with respect to the period following the 
Closing.
8.01	Further Assurances.  In case at any time after the Closing 
any further action is necessary or desirable on the part of any party to this 
Agreement to effectively transfer and assign to, and vest in, the Buyer each 
of the Acquired Assets and the Assumed Liabilities, such party shall (and 
in the case of the Seller, the Stockholder shall cause the Seller to) take such 
further action without further consideration (including the execution and 
delivery of such further instruments and documents) as the other party 
reasonably may request.  After the Closing the Stockholder will cause the 
Seller and the Seller's professional advisors and agents to cooperate with 
the Buyer, at the Buyer's expense, to permit the Buyer to (i) enjoy the 
Seller's rating and benefits under the workman's compensation laws of 
applicable jurisdictions, to the extent permitted by such laws, and (ii) file 
on a timely basis all reports required to be filed with any government or 
governmental agency.
8.02	Litigation Support.  In the event and for so long as any Party 
actively is contesting or defending against any action, suit, proceeding, 
hearing, investigation, charge, complaint, claim, or demand in connection 
with (a) any transaction contemplated under this Agreement or (b) any 
fact, situation, circumstance, status, condition, activity, practice, plan, 
occurrence, event, incident, action, failure to act, or transaction on or prior 
to the Closing Date involving the Seller, each of the other Parties will 
cooperate with the contesting or defending Party and his or its counsel in 
the contest or defense, make available his or its personnel, and provide 
such testimony and access to his or its books and records as shall be 
necessary in connection with the contest or defense, all (solely with respect 
to third party costs) at the sole cost and expense of the contesting or 
defending Party (unless the contesting or defending Party is entitled to 
indemnification therefor under Article VII above).
8.03	Covenant Not to Compete.  For a period of five years from 
and after the Closing Date, neither the Seller nor the Stockholder will, 
directly or indirectly, (1) engage or invest in, own, manage, operate, 
finance, control, or participate in the ownership, management, operation, 
financing or control of, be employed by, associated with, or in any manner 
be connected with, or lend the Stockholder's name or credit to, or render 
services or advice to, in any business whose products or activities compete 
in whole or in part with the products or activities of the Seller conducted 
on the Closing Date in any geographic area in which the Seller conducts 
that business as of the Closing Date, (2) solicit, employ, or otherwise 
engage as an employee, independent contractor, or otherwise, whether 
directly or for the benefit of any other person or entity, any employee of 
the Buyer, or (3) interfere with the Buyer's relationship with any person, 
including any employee, contractor, supplier or customer; provided, 
however, that no owner of less than 1% of the outstanding stock of any 
publicly traded corporation shall be deemed to engage solely by reason 
thereof in any of its businesses.  If the final judgment of a court of 
competent jurisdiction declares that any term or provision of this 
Section 8.03 is invalid or unenforceable, the Parties agree that the court 
making the determination of invalidity or unenforceability shall have the 
power to reduce the scope, duration, or area of the term or provision, to 
delete specific words or phrases, or to replace any invalid or unenforceable 
term or provision with a term or provision that is valid and enforceable 
and that comes closest to expressing the intention of the invalid or 
unenforceable term or provision, and this Agreement shall be enforceable 
as so modified after the expiration of the time within which the judgment 
may be appealed.
8.04	Use of Names "Chiswick Trading," "Chiswick," and "Bags 
& Bows". .  The Seller and the Stockholder acknowledge and agree that as 
a result of the consummation of the transaction contemplated hereby, the 
Buyer is acquiring Seller's rights to use the names "Chiswick Trading," 
"Chiswick," and "Bags & Bows" in connection with the Seller's business, 
for which the Seller and the Stockholder will receive full and adequate 
consideration, and that neither the Seller nor the Stockholder will use such 
name or any similar name subsequent to the Closing.  Immediately 
following the Closing the Seller will change its name to "Cambria 
Corporation".
8.05	Registration of the Buyer Common Stock.
(a)	Registration Procedures and Expenses.  The Buyer 
shall use all reasonable efforts to effect the registration of the shares 
of Buyer Common Stock issued to the Seller hereunder under and 
in compliance with the Securities Act for sale as expeditiously as 
reasonably possible following the Closing by performing the 
following:
	(i)	Following the Closing, the Buyer shall prepare 
and file with the Commission a registration 
statement on Form S-3 with respect to the 
shares of Buyer Common Stock issued to the 
Seller hereunder and use its best efforts to 
cause such registration statement to become 
effective within forty-five (45) days following 
the Closing and to remain effective for a 
period of two years (or such shorter period as 
the Stockholder and the Buyer may agree) 
from the Closing Date and shall take such 
action as is necessary under applicable state 
securities laws to permit the sale of such shares 
of the Buyer Common Stock thereunder.  The 
Seller's and/or the Stockholder's plan of 
distribution with respect to such shares of the 
Buyer Common Stock shall be as follows:  
(a) sale of shares from time to time by the 
Seller, the Stockholder or by pledgees, donors, 
transferees or other successors in interest; 
(b) a block trade in which the broker or dealer 
so engaged will attempt to sell the shares as 
agent but may position and resell a portion of 
the block as principal to facilitate the 
transaction; (c) purchases by a broker or 
dealer as principal and resale by such broker 
or dealer for its own account, (d) regular 
brokerage transactions executed on the New 
York Stock Exchange, (e) negotiated 
transactions effected at such prices as may be 
obtainable and as may be satisfactory to the 
Stockholder, or (f) other means.  If the 
Securities Act requires that such registration 
statement or the prospectus forming a part 
thereof be amended or supplemented in order 
to properly reflect the Seller's and the 
Stockholder's plan of distribution, the 
Stockholder will promptly notify the Buyer of 
such matters and cooperate with the Buyer in 
effecting such amendment or supplement.  If 
the Seller or the Stockholder transfers any 
shares of the Buyer Common Stock to a 
broker or dealer, it or he shall advise such 
transferee of the fact that the shares are sold 
or to be sold pursuant to such registration 
statement and of the provisions of this 
Section 8.05.  The registration statement shall 
permit delayed or continuous offerings 
pursuant to Rule 415 under the Securities Act 
until the expiration of the period set forth 
above.  If, at the expiration of the initial 
registration statement described in this clause 
(i) the Seller, the Stockholder, and/or their 
respective donors, transferees, or other 
successors in interest have not effected the sale 
or other disposition of all of the Buyer 
Common Stock included in the registration 
statement, and if the Seller and/or the 
Stockholder cannot otherwise sell the Buyer 
Common Stock (or such number of shares 
thereof as the Seller or Stockholder wishes to 
sell) under Rule 144(k) under the Securities 
Act (or any successor provision), the Seller 
and/or the Stockholder shall have the right, 
exercisable by written notice to the Buyer, to 
demand that the Buyer effect (within thirty 
(30) days of the date of the applicable notice) 
up to three (3) additional registrations of such 
Buyer Common Stock on terms corresponding 
to the terms of this Section 8.05 (other than 
Section 8.05(d) below); provided, that the then 
Fair Market Value of the Buyer Common 
Stock to be included in any such registration 
shall not be less than One Hundred Thousand 
Dollars ($100,000).
	(ii)	The Buyer shall prepare and file with the 
Commission such amendments and 
supplements to such registration statement 
and the prospectus used in connection 
therewith as may be necessary to update and 
keep such registration statement effective and 
to comply with the provisions of the Securities 
Act with respect to the sale of all securities 
covered by such registration statement.  
Notwithstanding anything else to the contrary 
contained herein, the Buyer shall not be 
required to disclose any confidential 
information concerning pending acquisitions 
not otherwise required to be disclosed.
	(iii)	The Buyer shall furnish to the Seller and the 
Stockholder such number of copies of the 
registration statement, each amendment and 
supplement thereto, the prospectus included in 
the registration statement (including each 
preliminary prospectus and each amendment 
or supplement thereto), and such other 
publicly-available documents as the Seller or 
the Stockholder may reasonably request in 
order to facilitate the disposition of the shares 
of Buyer Common Stock covered by the 
registration statement.  Subject to the Buyer's 
performance of its obligations under clause 
(iv) below, the Seller and the Stockholder shall 
comply with all prospectus delivery 
requirements under the Securities Act.
	(iv)	The Buyer shall notify the Seller and the 
Stockholder, at any time when a prospectus 
relating to the registration statement is 
required to be delivered under the Securities 
Act, of the happening of any event as a result 
of which the prospectus included in the 
registration statement contains an untrue 
statement of a material fact or omits any fact 
necessary to make the statements therein not 
misleading, and, at the request of the Seller or 
the Stockholder, the Buyer will promptly 
prepare, complete, and file as necessary (and, 
when completed, give notice to the Stockholder 
and the Seller) a supplement or amendment to 
such prospectus so that, as thereafter 
delivered to the purchasers of such shares of 
Buyer Common Stock, such prospectus will 
not contain an untrue statement of a material 
fact or omit to state any fact necessary to make 
the statements therein not misleading.
	(v)	The Buyer shall cause all of the shares of 
Buyer Common Stock issued to the Seller 
hereunder to be listed on each securities 
exchange on which securities of the same class 
issued by the Buyer are then listed.
	(vi)	The Buyer shall provide a transfer agent and 
registrar for all of the shares of Buyer 
Common Stock issued to the Seller hereunder 
not later than the effective date of the 
registration statement.
	(vii)	In the event of the issuance of any stop order 
suspending the effectiveness of the registration 
statement, or of any order suspending or 
preventing the use of any related prospectus 
or suspending the qualification of any shares 
of Buyer Common Stock included in the 
registration statement for sale in any 
jurisdiction, the Buyer shall use its reasonable 
best efforts promptly to obtain the withdrawal 
of such order.
All expenses incurred by Buyer in complying with this 
subsection (a), including, without limitation, all registration and 
filing fees, printing expenses, and fees and disbursements of counsel 
for the Buyer, are herein called "Registration Expenses".  All selling 
commissions applicable to the sales of the Buyer Common Stock and 
all fees and disbursements of counsel for any Stockholder are herein 
called "Selling Expenses".
(b)	Allocation of Expenses.  The Buyer will pay all 
Registration Expenses in connection with registration pursuant to 
this Section 8.05.  All Selling Expenses in connection with such 
registration shall be borne by the Stockholder.
(c)	Indemnification.  In connection with the registration 
of shares of the Buyer Common Stock under the Securities Act 
pursuant to this Section 8.05, the Buyer will indemnify and hold 
harmless the seller of such shares of Buyer Common Stock, each 
underwriter of such shares of Buyer Common Stock and each other 
person, if any, who controls such seller or underwriter within the 
meaning of Section 15 of the Securities Act, against any losses, 
claims, damages, liabilities or expenses (including reasonable 
attorneys' fees and disbursements), joint or several, to which such 
seller, underwriter or controlling person may become subject under 
the Securities Act or otherwise, insofar as such losses, claims, 
damages, liabilities or expenses (or actions in respect thereof) arise 
out of or are based upon (i) any untrue statement (or alleged untrue 
statement) of a material fact contained in any registration statement 
under which such shares of Buyer Common Stock were registered 
under the Securities Act pursuant to this Section 8.05, or any post-
effective amendment thereof, or the omission (or alleged omission) 
to state therein a material fact required to be stated therein or 
necessary to make the statements therein not misleading or (ii) any 
untrue statement (or alleged untrue statement) of a material fact 
contained in any final prospectus (as amended or supplemented, if 
the Buyer shall have filed with the Commission any amendment 
thereof or supplement thereto), or the omission (or alleged omission) 
to state therein a material fact required to be stated therein or 
necessary in order to make the statements therein not misleading; 
and will reimburse such seller, underwriter and each such 
controlling person for any legal or other expenses reasonably 
incurred by such seller, underwriter or such controlling person in 
connection with investigating or defending  any such loss, claim, 
damage, liability or expense, provided, however, that the Buyer will 
not be liable in any such case to the extent that any such loss, claim, 
damage, liability or expense arises out of or is based upon any 
untrue statement (or alleged untrue statement) or omission (or 
alleged omission) of a material fact made in said registration 
statement, said preliminary prospectus or said prospectus or said 
amendment or supplement in reliance upon and in conformity with 
written information furnished to the Buyer through an instrument 
duly executed by such seller or underwriter specifically for use in 
the preparation thereof.  In connection with the registration of 
shares of the Buyer Common Stock under the Securities Act 
pursuant to this Section 8.05, each seller of such shares of Buyer 
Common Stock severally and not jointly, will indemnify and hold 
harmless the Buyer, each person, if any, who controls the Buyer 
within the meaning of Section 15 of the Securities Act, each officer 
of the Buyer who signs the registration statement, each director of 
the Buyer, each underwriter and each person who controls any 
underwriter within the meaning of Section 15 of the Securities Act, 
against any losses, claims, damages, liabilities or expenses (including 
reasonable attorneys' fees and disbursements), joint or several, to 
which the Buyer or such officer, director, underwriter or 
controlling person may become subject under the Securities Act or 
otherwise, and will reimburse the Buyer or such officer, director, 
underwriter or controlling person for any legal or other expenses 
reasonably incurred by the Buyer or such officer, director, 
underwriter or controlling person in connection with investigating 
or defending any such loss, claim, damage, liability or expense, but 
only insofar as such losses, claims, damages, liabilities or expenses 
(or actions in respect thereof) arise out of or are based upon any 
untrue statement (or alleged untrue statement) or omission (or 
alleged omission) of a material fact referred to in clause (i) or (ii) of 
this subsection (c), and provided, however, that this paragraph shall 
apply if and only if such statement (or alleged untrue statement) or 
omission (or alleged omission) was made in reliance upon and in 
conformity with information furnished in writing to the Buyer by or 
on behalf of such seller specifically for use in such registration 
statement or prospectus.  It shall be a condition of the Buyer's 
obligations to effect registration of the shares of Buyer Common 
Stock hereunder that the sellers participating in such registration 
provide the Buyer and the underwriters, if any, with all material 
facts, including, without limitation, furnishing such certificates, 
questionnaires and legal opinions as may be required by the Buyer 
or such underwriters, concerning such participating sellers which 
are reasonably required to be stated in the registration statement or 
in the prospectus or are otherwise required in connection with the 
offering.  If any third party shall notify any Party with respect to 
any matter that may give rise to a claim for indemnification against 
any other Party under this Section 8.05(c), the Parties' respective 
defense, settlement, participation, and other procedural rights with 
respect to that matter shall be determined by applying, mutatis 
mutandis, the procedures set forth in Section 7.04 above.  The 
indemnification provided for in this Section 8.05 shall remain in full 
force and effect following the Closing regardless of any 
investigation made by or on behalf of the indemnified party or any 
officer, director, or controlling person of the indemnified party, and 
shall survive the transfer of the Buyer Common Stock covered by 
the applicable registration statement.
(d)	If the registration statement described in subsection 
(a) above has not been declared effective within forty-five (45) days 
following the Closing, or if the Buyer has not taken such action as is 
necessary under applicable state securities laws to permit the sale of 
the Buyer Common Stock thereunder within that 45-day period (or 
if there is in effect on that forty-fifth (45th) day a stop order or 
other order described in subsection (a)(vii) above that is not 
withdrawn within ten (10) business days), then Seller shall have the 
right, exercisable by written notice to Buyer given no later than 
thirty (30) days after such forty-fifth (45th) or fifty-fifth (55th) day, 
as applicable (but not later than the termination of the event that 
gave rise to the Seller's right hereunder), to sell to the Buyer all of 
the Buyer Common Stock issued to the Seller under Article II of this 
Agreement at a price of $8,400,000, plus any dividends on the Buyer 
Common Stock accrued but unpaid as of such date.  In the event 
that Seller exercises the right described in this clause (d), the Seller 
shall sell the Buyer Common Stock to the Buyer, and the Buyer 
shall purchase the Buyer Common Stock from the Seller, at a 
closing to be held within thirty (30) days of the date of Seller's 
notice hereunder, at which the Buyer shall deliver the purchase 
price for the Buyer Common Stock to the Seller by wire transfer or 
delivery of other immediately available funds against the Seller's 
delivery of the Buyer Common Stock (as evidenced by the 
certificates issued therefor and duly executed stock powers), free 
and clear of all Security Interests.
8.06	Access to Books and Records.  Subject to the following 
sentence, during the Access Period the Buyer agrees to maintain in a 
reasonably accessible place the books and records of the Seller delivered to 
it at Closing;  to provide the Stockholder and its representatives, 
reasonable access to such books and records at reasonable times, in a 
manner so as not to interfere with the normal business operations of the 
Seller; and to provide copies of such books and records to the Stockholder.  
If at any time during the Access Period the Buyer wishes to dispose of such 
books and records, the Buyer agrees to give the Stockholder sixty days' 
prior notice of such disposition, and to deliver such books and records to 
the Stockholder should the Stockholder so request during such 60 day 
period.  With respect to books and records retained by the Seller at the 
Closing, the Stockholder agrees to give the Buyer the same access during 
the Access Period and the same notice and rights in the event of any 
proposed disposition thereof.
8.07	Employees and Employee Benefits.
	(a)	Hiring.  At the Closing Date, the Buyer will 
offer to employ on an at will basis (except where otherwise 
contemplated by this Agreement) each of the Seller's then existing 
employees (including any employees then absent due to sickness or 
disability or other authorized leave of absence), on substantially the 
same terms and conditions, including rates of pay, subject to 
changes as may be made by the Buyer in the Ordinary Course of 
Business after the Closing Date (including changes in the 
Stockholder's compensation as contemplated by the parties hereto).  
Such individuals as accept Buyer's offer hereunder are hereinafter 
referred to as the "Assumed Employees."
	(b)	Continuation of Certain Arrangements 
Subsequent to Closing.  Seller shall continue to operate Seller's 
Employee Welfare Benefit Plans and payroll systems (the 
"Transition Arrangements") for the Buyer's account and for the 
benefit of the Eligible Individuals (as defined in subsection (c) 
below) on substantially the same basis as in effect immediately prior 
to the Closing Date for such Eligible Individuals for the period 
commencing on the Closing Date and ending on such date, not later 
than thirty (30) days after the Closing Date, as the Buyer may 
specify by advance written notice (the specified date being herein 
referred to as the "Benefits Closing Date").  Buyer shall be fully 
responsible for all payroll, payroll taxes, benefit claims and 
premiums incurred and all related out-of-pocket costs (including 
surcharges or penalties attributable to the temporary continuation 
or cancellation of coverage contemplated by this paragraph (b)) 
incurred by the Seller in the conduct of the Transition 
Arrangements after the Closing Date and through the Benefits 
Closing Date in respect of Eligible Individuals.  The Buyer shall 
reimburse the Seller for such amounts in accordance with the 
Seller's funding practices and procedures for the Transition 
Arrangements promptly upon receipt of reasonable written 
substantiation of the amounts thereof; provided, however, that 
Seller shall not be obligated to advance funds for payroll or payroll 
taxes and instead Buyer shall make adequate sums available for 
such purpose on a timely basis in accordance with the reasonable 
instructions of the Seller.  For purposes of operating the Transition 
Arrangements through the Benefits Closing Date, Seller shall be 
entitled to assume all of its employees are Assumed Employees and 
all rates of pay, tax withholding and benefit elections and other 
relevant facts continue exactly as in effect on the Closing Date 
(i) unless and until otherwise notified in writing by the Buyer and 
(ii) until any change of which the Seller is duly notified may be 
implemented consistent with its existing practices and procedures 
for the Transition Arrangements.
	It is the intent of the parties that the Buyer shall be 
liable for, and the Seller and the Stockholder shall have no liability 
for, all coverages, benefits, claims, costs, expenses and other 
liabilities incurred under or in connection with the Transition 
Arrangements.  To that end, Buyer shall and does hereby indemnify 
and hold the Seller and the Stockholder harmless from any and all 
such coverages, benefits, claims, costs, expenses and other liabilities 
(including reasonable attorneys' fees and other costs) of any kind 
resulting from, arising out of or during the course of, or caused by 
the Transition Arrangements or the employment (or termination of 
employment, whether actual or constructive) of the Assumed 
Employees on or after the Closing Date or any action taken in 
respect thereof, including but not limited to, any severance, 
termination pay, or similar obligations, or liability under law.  For 
purposes of the foregoing indemnity, the provisions of Section 7.04, 
if otherwise applicable, shall apply but in no event shall the 
minimum liability limitation of Section 7.03 apply.
	(c)	Welfare Benefits.  Commencing as of the 
Benefits Closing Date, the Buyer shall provide the Assumed 
Employees and their dependents and beneficiaries (collectively with 
such Assumed Employees, the "Eligible Individuals") Employee 
Welfare Benefit Plan (including severance plans) coverages (i) in 
each case as provided by Buyer's comparable Employee Benefit 
Plan, (ii) without application or reapplication of any elimination or 
waiting period, eligibility period (other than such periods as may be 
generally applicable to Buyer's employees, and subject to (iii) 
following), or exclusion of pre-existing condition, and (iii) taking 
into account each Assumed Employee's service with the Seller 
through the Closing Date as though such service had been 
performed with the Buyer only for the purposes of determining 
vacation, vacation pay, severance benefits and service awards.  
After the Benefits Closing Date, Seller's comparable group health 
plan shall also be responsible and liable for any provision 
subsequent to the Benefits Closing Date of health care coverage 
otherwise required of Seller's group health plan at such time 
(determined without regard to the anticipated termination of 
Seller's group health plan subsequent to the Benefits Closing Date) 
in respect of any current or former employee (or spouse or child or 
other eligible dependent of such employee) of Seller whether or not 
such employee is an Assumed Employee.
	(d)	401(k) Plan.  The parties acknowledge that the 
Buyer is not assuming the Chiswick Trading Inc. 401(k) Plan 
("Seller's 401(k) Plan") but instead that Seller intends to promptly 
distribute all balances under Seller's 401(k) Plan as soon as 
practicable following the Closing Date.  Each Assumed Employee 
instead shall be eligible to participate in the 401(k) Plan for 
Employees of New England Business Service, Inc.("Buyer's 401(k) 
Plan") commencing as of July 1, 1997.  Service of the Assumed 
Employees with the Seller through the Closing Date shall not be 
taken into account for purposes of the Buyer's 401(k) Plan.  The 
Buyer and the Seller shall reasonably cooperate to facilitate the 
rollover of each electing Assumed Employee's account balance in 
Seller's 401(k) Plan, if at that time still an employee of the Buyer, 
from Seller's 401(k) Plan to Buyer's 401(k) Plan.
	(e)	WARN.  The Buyer agrees that, for the period 
beginning on the Closing Date and ending on the sixtieth (60th) day 
after the Benefits Closing Date, it will not permit any of the 
Assumed Employees to suffer "employment loss" for purposes of 
the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 
Sect.Sect. 2101-2109, and related regulations (the "WARN Act") if 
such employment loss could create any liability for the Seller or the 
Stockholder, unless the Buyer delivers notices under the WARN Act 
in such a manner and at such a time that the Seller and the 
Stockholder bear no liability with respect thereto, except as such 
notices may be excused under the WARN Act.
	(f)	Cooperation of Buyer's Employees.  The Buyer 
shall and shall cause the Assumed Employees to provide, on a timely 
basis and at the Buyer's cost and expense, such assistance as the 
Seller may reasonably request in the administration of the 
Transition Arrangements through the Benefits Closing Date and, 
thereafter, in the termination of such Arrangements and Seller's 
401(k) Plan.
8.08	Lease Agreement.  The Buyer shall enter into a Lease 
Agreement in the form attached hereto as Exhibit A for the property at 25 
Union Avenue, Sudbury, Massachusetts, promptly following the 
acquisition of such property by the Seller or the Stockholder (or an 
affiliate of either such party).
ARTICLE IX INTENTIONALLY OMITTED
ARTICLE X
MISCELLANEOUS
10.01	Press Releases and Public Announcements.  No Party shall 
issue any press release or make any public announcement relating to the 
subject matter of this Agreement prior to the Closing without the prior 
written approval of the other Party; provided, however, that any Party 
may make any public disclosure it believes in good faith is required by 
applicable law or any listing or trading agreement concerning its publicly-
traded securities (in which case the disclosing Party will use its reasonable 
efforts to advise the other Party prior to making the disclosure).
10.02	No Third Party Beneficiaries.  This Agreement shall not 
confer any rights or remedies upon any Person other than the Parties and 
their respective successors and permitted assigns.
10.03	Entire Agreement.  This Agreement and the Related 
Agreements constitute the entire agreement between the Parties and 
supersede any prior understandings, agreements, or representations by or 
between the Parties, written or oral, to the extent they related in any way 
to the subject matter hereof.
10.04	Succession and Assignment.  This Agreement shall be 
binding upon and inure to the benefit of the Parties named herein and 
their respective successors and permitted assigns.  No Party may assign 
either this Agreement or any of its rights, interests, or obligations 
hereunder without the prior written approval of the other Party; provided, 
however, that the Buyer may assign any or all of its rights and interests 
(but none of its obligations or duties) hereunder to one or more of its 
affiliates.
10.05	Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed an original but all of 
which together will constitute one and the same instrument.
10.06	Headings.  The section headings contained in this Agreement 
are inserted for convenience only and shall not affect in any way the 
meaning or interpretation of this Agreement.
10.07	Notices.  All notices, consents, requests, waivers, demands, 
claims, and other communications hereunder must be in writing.  Any 
notice, consent, request, waiver, demand, claim, or other communication 
hereunder shall be deemed duly given if it is delivered (1) by hand, (2) by 
overnight delivery (and then the next business day), or (3) by registered or 
certified mail (and then two business days after), return receipt requested, 
postage prepaid, and addressed to the intended recipient as set forth 
below, provided that in any case a copy is mailed by registered mail, return 
receipt requested, to the appropriate addresses set forth below:
If to the Seller:	Theodore Pasquarello
	74 Fox Run Road
	Sudbury, MA  01776
with a copy to:	Donald B. Abrams, Esq.
	Bingham, Dana & Gould LLP
	150 Federal Street
	Boston, MA  02110
If to the Buyer:	New England Business Service, 
Inc.
	500 Main Street
	Groton, MA  01471
	Attn:  John F. Fairbanks
with a copy to:	Terrence W. Mahoney, Esq.
	Hill & Barlow, a Professional 
Corporation
	One International Place
	Boston, MA  02110
Any Party may send any notice, request, demand, claim, or other 
communication hereunder to the intended recipient at the address set forth 
above using any other means (including personal delivery, expedited 
courier, messenger service, telecopy, telex, ordinary mail, or electronic 
mail), with a copy to the appropriate addresses set forth below delivered 
by the same means, but no such notice, request, demand, claim, or other 
communication shall be deemed to have been duly given unless and until it 
actually is received by the intended recipient.  Any Party may change the 
address to which notices, requests, demands, claims, and other 
communications hereunder are to be delivered by giving the other Parties 
notice in the manner herein set forth.
10.08	Governing Law.  This Agreement shall be governed by and 
construed in accordance with the domestic laws of the Commonwealth of 
Massachusetts without regard to conflicts of laws principles.
10.09	Amendments and Waivers.  No amendment of any provision 
of this Agreement shall be valid unless the same shall be in writing and 
signed by the Buyer and the Seller or the Stockholder.  No waiver by any 
Party of any default, misrepresentation, or breach of warranty or covenant 
hereunder, whether intentional or not, shall be deemed to extend to any 
prior or subsequent default, misrepresentation, or breach of warranty or 
covenant hereunder or affect in any way any rights arising by virtue of 
any prior or subsequent such occurrence.
10.10	Severability.  Any term or provision of this Agreement that is 
invalid or unenforceable in any situation in any jurisdiction shall not affect 
the validity or enforceability of the remaining terms and provisions hereof 
or the validity or enforceability of the offending term or provision in any 
other situation or in any other jurisdiction.
10.11	Expenses.  Each of the Buyer, Seller, and the Stockholder 
will bear his or its own costs and expenses (including legal fees and 
expenses) incurred in connection with this Agreement and the transactions 
contemplated hereby.  The Seller agrees that it has not borne any of the 
costs and expenses of the Seller and the Stockholder (including any of their 
legal fees and expenses) in connection with this Agreement or any of the 
transactions contemplated hereby, except to the extent reflected in the 
Closing Balance Sheet.  The Seller also agrees that it has not paid any 
amount to any third party, and will not pay any amount to any third party 
until after the Closing, with respect to any of the costs and expenses of the 
Seller and the Stockholder (including any of their legal fees and expenses) 
in connection with this Agreement or any of the transactions contemplated 
hereby, except to the extent reflected in the Closing Balance Sheet.
10.12	Construction.  The Parties have participated jointly in the 
negotiation and drafting of this Agreement.  In the event an ambiguity or 
question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the Parties, and no presumption or 
burden of proof shall arise favoring or disfavoring any Party by virtue of 
the authorship of any of the provisions of this Agreement. Nothing in the 
Disclosure Schedule shall be deemed adequate to disclose an exception to a 
representation or warranty made herein unless the Disclosure Schedule 
identifies the exception with reasonable particularity.  The Parties intend 
that each representation, warranty, and covenant contained herein shall 
have independent significance.  If any Party has breached any 
representation, warranty, or covenant contained herein in any respect, the 
fact that there exists another representation, warranty, or covenant 
relating to the same subject matter (regardless of the relative levels of 
specificity) which the Party has not breached shall not detract from or 
mitigate the fact that the Party is in breach of the first representation, 
warranty, or covenant.  With regard to all dates and time periods set forth 
in this Agreement, time is of the essence.
10.13	Incorporation of Exhibits and Schedules.  The Exhibits and 
Schedules identified in this Agreement and the Disclosure Schedule are 
incorporated herein by reference and made a part hereof.
10.14	Specific Performance.  Each of the Parties acknowledges and 
agrees that the other Party would be damaged irreparably in the event any 
of the provisions of this Agreement are not performed in accordance with 
their specific terms or otherwise are breached.  Accordingly, each of the 
Parties agrees that the other Party shall be entitled to an injunction or 
injunctions to prevent breaches of the provisions of this Agreement and to 
enforce specifically this Agreement and the terms and provisions hereof in 
any action instituted in any court of the United States or any state thereof.
10.15	Bulk Transfer Laws.  The Buyer acknowledges that the 
Seller will not comply with the provisions of any bulk transfer laws of any 
jurisdiction in connection with the transactions contemplated by this 
Agreement.
*****
	IN WITNESS WHEREOF, the Parties hereto have executed this 
Agreement on the date first above written.
CHISWICK TRADING, INC.
BY:		/s/ Theodore Pasquarello                
	Theodore Pasquarello, 
President
		/s/ Theodore Pasquarello                     
(Theodore Pasquarello)

NEW ENGLAND BUSINESS 
SERVICE, INC.
BY:		/s/ Robert J. Murray                    
	Robert J. Murray, Chief 
Executive Officer

ARTICLE I DEFINITIONS	1
ARTICLE II PURCHASE AND SALE	8
2.01 Purchase and Sale of Assets.	8
2.02 Assumption of Liabilities.	8
2.03 Initial Purchase Price.	8
2.04 The Closing.	8
2.05 Adjustments to Initial Purchase Price.	8
2.06 Allocation.	9
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE 
SELLER AND THE STOCKHOLDER	10
3.01 Organization of the Seller.	10
3.02 Authorization of Transaction.	10
3.03 Noncontravention.	10
3.04 Brokers' Fees.	11
3.05 Title to Assets.	11
3.06 Subsidiaries.	11
3.07 Financial Statements.	11
3.08 Events Subsequent to Most Recent Fiscal Year End.	11
3.09 Undisclosed Liabilities.	13
3.10 Legal Compliance.	13
3.11 Tax Matters.	13
3.12 Real Property.	13
3.13 Intellectual Property.	14
3.14 Tangible Assets.	16
3.15 Inventory.	16
3.16 Contracts.	16
3.17 Notes and Accounts Receivable.	18
3.18 Powers of Attorney.	18
3.19 Insurance.	18
3.20 Litigation.	19
3.21 Product Warranty.	19
3.22 Product Liability.	19
3.23 Employees.	19
3.24 Employee Benefits.	20
3.25 Guaranties.	22
3.26 Disclosure.	22
3.27 Environment, Health, and Safety.	22
3.28 Investment.	22
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE 
BUYER	23
4.01 Organization of the Buyer.	23
4.02 Authorization of Transaction.	23
4.03 Noncontravention.	23
4.04 Brokers' Fees.	24
4.05 Financial Statements.	24
4.06 Capitalization of Buyer.	24
4.07 Buyer Common Stock..	24
4.08 Buyer SEC Reports.	24
4.09 Litigation.	25
ARTICLE VII INDEMNIFICATION	25
7.01. Survival of Representations and Warranties.	25
7.02 Indemnification Provisions for Benefit of the Buyer.	25
7.03 Indemnification Provisions for Benefit of the Seller and the 
Stockholder.	26
7.04 Matters Involving Third Parties.	27
7.05 Other Indemnification Provisions.	28
ARTICLE VIII POST-CLOSING COVENANTS	28
8.01 Further Assurances.	28
8.02 Litigation Support.	29
8.03 Covenant Not to Compete.	29
8.04 Use of Names	29
8.05 Registration of the Buyer Common Stock.	30
8.06 Access to Books and Records	35
8.07 Employees and Employee Benefits	35
8.08 Lease Agreement	37
ARTICLE X MISCELLANEOUS	38
10.01 Press Releases and Public Announcements.	38
10.02 No Third Party Beneficiaries.	38
10.03 Entire Agreement.	38
10.04 Succession and Assignment.	38
10.05 Counterparts.	38
10.06 Headings.	38
10.07 Notices.	38
10.08 Governing Law.	39
10.09 Amendments and Waivers.	39
10.10 Severability.	40
10.11 Expenses.	40
10.12 Construction.	40
10.13 Incorporation of Exhibits and Schedules.	40
10.14 Specific Performance.	40
10.15 Bulk Transfer Laws.	41

Exhibit A -- Form of Lease Agreement for Premises at 25 Union Ave.
Exhibit B -- Seller Financial Statements (Sect. 3.07)
Exhibit C -- Buyer Financial Statements (Sect. 4.05)
Exhibit D -- Environmental Reports and Related Documents
Disclosure Schedule -- Exceptions to Representations and Warranties

EX-2.2

Exhibit 2.2

NEW ENGLAND BUSINESS SERVICE, INC.
500 Main Street
Groton, Massachusetts 01471



Agreement to Furnish Copies of Omitted Exhibits and Schedules
to Asset Purchase Agreement with Chiswick Trading, Inc.



	New England Business Service, Inc. (the Registrant) is not filing 
as exhibits to its Current Report on Form 8-K dated April 15, 1997, 
copies of the exhibits and schedules to the Asset Purchase Agreement 
among the Registrant, Chiswick Trading, Inc. and Theodore Pasquarello 
dated March 31, 1997, which Agreement is filed as Exhibit 2.1 thereto.

	Registrant agrees to furnish to the Securities and Exchange 
Commission, upon request, copies of such omitted exhibits and 
schedules.


Dated:  April 15, 1997
NEW ENGLAND BUSINESS 
SERVICE, INC. (Registrant)


By: 	/s/ John F. Fairbanks             
	John F. Fairbanks
	VP, Chief Financial 
 Officer

EX-10.1

REVOLVING CREDIT AGREEMENT
DATED as of March 26, 1997
among
NEW ENGLAND BUSINESS SERVICE, INC.,
THE BANKS LISTED ON Schedule 1 hereto,
THE FIRST NATIONAL BANK OF BOSTON, as Agent,
and
FLEET NATIONAL BANK, as Documentation Agent

TABLE OF CONTENTS
1.  DEFINITIONS AND RULES OF INTERPRETATION.  	1
1.1.  Definitions.  	1
1.2.  Rules of Interpretation.  	13
2.  THE REVOLVING CREDIT FACILITY.  	14
2.1.  Commitment to Lend Syndicated Loans.  	14
2.2.  Requests for Loans.  	15
2.3.  Competitive Bid Loans.	15
2.3.1.  Competitive Bid Borrowings.  	15
2.3.2.  Maximum Competitive Bid Loans; Funding 
Losses.  	19
2.3.3.  Repayment of Competitive Bid Loans.  	20
2.4.  Funds for Loans.	20
2.4.1.  Funding Procedures.  	20
2.4.2.  Advances by Agent.  	20
2.5.  The Notes.  	21
2.6.  Reduction of Total Commitment.  	22
2.7.  Interest on Loans.  	22
2.8.  Conversion Options.  	23
2.8.1.  Conversion to Different Type of Syndicated 
Loan.  	23
2.8.2.  Continuation of Type of Syndicated Loan.  	23
2.8.3.  Eurodollar Rate Loans.  	24
3.  REPAYMENT OF THE LOANS.  	24
3.1.  Maturity.  	24
3.2.  Mandatory Repayments of Loans.  	24
3.3.  Optional Repayments of Syndicated Loans.  	25
4.  CERTAIN GENERAL PROVISIONS.  	25
4.1.  Certain Fees.  	25
4.1.1. Closing Fee.  	25
4.1.2.  Agent's Fee.  	25
4.2.  Facility Fee.  	25
4.3.  Funds for Payments.  	26
4.3.1.  Payments to Agent.  	26
4.3.2.  No Offset, etc.  	26
4.4.  Computations.  	26
4.5.  Inability to Determine Eurodollar Rate.  	27
4.6.  Illegality.  	27
4.7.  Additional Costs, etc.  	28
4.8.  Capital Adequacy.  	29
4.9.  Certificate.  	29
4.10.  Indemnity.  	29
4.11.  Interest After Default.  	30
4.11.1.  Overdue Amounts.  	30
4.11.2.  Amounts Not Overdue.  	30
4.12.  Guaranties.  	30
5.  REPRESENTATIONS AND WARRANTIES.  	30
5.1.  Corporate Authority.  	30
5.1.1.  Incorporation; Good Standing.  	31
5.1.2.  Authorization.  	31
5.1.3.  Enforceability.  	31
5.2.  Governmental Approvals.  	31
5.3.  Title to Properties; Leases.  	32
5.4.  Financial Statements.  	32
5.5.  No Material Changes, etc.  	32
5.6.  Franchises, Patents, Copyrights, etc.  	32
5.7.  Litigation.  	33
5.8.  No Materially Adverse Contracts, etc.  	33
5.9.  Compliance With Other Instruments, Laws, etc.  	33
5.10.  Tax Status.  	33
5.11.  No Event of Default.  	34
5.12.  Holding Company and Investment Company Acts.  	34
5.13.  Absence of Financing Statements, etc.  	34
5.14.  Chief Executive Office.  	34
5.15.  Certain Transactions.  	34
5.16.  Employee Benefit Plans.  	34
5.16.1.  In General.  	34
5.16.2.  Terminability of Welfare Plans.  	35
5.16.3.  Guaranteed Pension Plans.  	35
5.16.4.  Multiemployer Plans.  	35
5.17.  Purpose of Loans; Regulations U and X.  	36
5.18.  Environmental Compliance.  	36
5.19.  Subsidiaries, etc.  	38
5.20.  Disclosure.  	38
5.21.  Fiscal Year.  	38
5.22.  Solvency.  	38
6.  AFFIRMATIVE COVENANTS OF THE BORROWER.  	39
6.1.  Punctual Payment.  	39
6.2.  Maintenance of Office.  	39
6.3. Records and Accounts.  	39
6.4.  Financial Statements, Certificates and Information.  	39
6.5.  Notices.  	41
6.5.1.  Defaults.  	41
6.5.2.  Environmental Events.  	41
6.5.3. Notice of Litigation and Judgments.  	41
6.6.  Corporate Existence; Maintenance of Properties.  	42
6.7.  Insurance.  	42
6.8.  Taxes.  	42
6.9.  Inspection of Properties and Books, etc.  	43
6.9.1.  General.  	43
6.9.2.  Communication with Accountants.  	43
6.10.  Compliance with Laws, Contracts, Licenses, and 
Permits.  	43
6.11.  Employee Benefit Plans.  	44
6.12.  Use of Proceeds.  	44
6.13.  Further Assurances.  	44
7.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.  	44
7.1.  Restrictions on Indebtedness.  	44
7.2.  Restrictions on Liens.  	46
7.3. Restrictions on Investments.  	47
7.4.  Distributions.  	49
7.5.  Merger, Consolidation.  	49
7.5.1.  Mergers and Acquisitions.  	49
7.5.2.  Disposition of Assets.  	49
7.6.  Sale and Leaseback.  	50
7.7.  Compliance with Environmental Laws.  	50
7.8.  Employee Benefit Plans.  	50
7.9.  Fiscal Year.  	51
7.10.  Prohibition on Negative Pledges.  	51
7.11.  Creation and Maintenance of Subsidiaries.  	51
7.12.  Conduct of Business.  	51
8.  FINANCIAL COVENANTS OF THE BORROWER.  	52
8.1.  Funded Debt to EBITDA.  	52
8.2.  Minimum Fixed Charge Coverage Ratio.  	52
8.3.  Consolidated Net Worth.  	52
9.  CLOSING CONDITIONS.  	52
9.1.  Loan Documents.  	52
9.2.  Certified Copies of Charter Documents.  	52
9.3.  Corporate Action.  	52
9.4.  Incumbency Certificate.  	53
9.5.  UCC Search Results.  	53
9.6.  Certificates of Insurance.  	53
9.7.  Solvency Certificate.  	53
9.8.  Opinions of Counsel.  	53
9.9.  Payment of Fees.  	53
9.10.  Repayment of Existing Indebtedness.  	53
10.  CONDITIONS TO ALL BORROWINGS.  	54
10.1.  Representations True; No Event of Default.  	54
10.2.  No Legal Impediment.  	54
10.3.  Governmental Regulation.  	54
10.4.  Proceedings and Documents.  	54
11.  EVENTS OF DEFAULT; ACCELERATION; ETC.  	55
11.1.  Events of Default and Acceleration.  	55
11.2.  Termination of Commitments.  	58
11.3.  Remedies.  	59
12.  SETOFF.  	59
13.  THE AGENT.  	60
13.1.  Authorization.  	60
13.2.  Employees and Agents.  	60
13.3.  No Liability.  	61
13.4.  No Representations.  	61
13.5.  Payments.  	61
13.5.1.  Payments to Agent.  	61
13.5.2.  Distribution by Agent.  	62
13.5.3.  Delinquent Banks.  	62
13.6.  Holders of Notes.  	63
13.7.  Indemnity.  	63
13.8.  Agent as Bank.  	63
13.9.  Resignation.  	63
13.10.  Notification of Defaults and Events of Default.  	63
14.  EXPENSES.  	64
15.  INDEMNIFICATION.  	64
16.  SURVIVAL OF COVENANTS, ETC.  	65
17.  ASSIGNMENT AND PARTICIPATION.  	66
17.1.  Conditions to Assignment by Banks.  	66
17.2.  Certain Representations and Warranties; Limitations; 
Covenants.  	66
17.3.  Register.  	68
17.4.  New Notes.  	68
17.5.  Participations.  	68
17.6.  Disclosure.  	69
17.7.  Assignee or Participant Affiliated with the Borrower.  	69
17.8.  Miscellaneous Assignment Provisions.  	69
17.9.  Assignment by Borrower.  	70
18.  NOTICES, ETC.  	70
19.  GOVERNING LAW.  	71
20.  HEADINGS.  	71
21.  COUNTERPARTS.  	71
22.  ENTIRE AGREEMENT, ETC.  	72
23.  WAIVER OF JURY TRIAL.  	72
24.  CONSENTS, AMENDMENTS, WAIVERS, ETC.  	72
25.  SEVERABILITY.  	73
26.  PRIOR CREDIT AGREEMENT.  	73

Exhibits

Exhibit A	-	Guaranty
Exhibit B	-	Loan Request
Exhibit C	-	Competitive Bid Quote Request
Exhibit D	-	Invitation For Competitive Bid Quotes
Exhibit E-1	-	Competitive Bid Quote
Exhibit E-2	-	Notice of Competitive Bid Borrowing
Exhibit E-3	-	Form of Notice of Competitive Bid Loans
Exhibit F-1	-	Syndicated Note
Exhibit F-2	-	Competitive Bid Note
Exhibit G	-	Compliance Certificate
Exhibit H	-	Assignment and Acceptance


Schedules

Schedule 1	-	Banks; Commitment Percentages
Schedule 5.3	-	Title to Property; Leases
Schedule 5.5	-	Distribution Since Balance Sheet Date
Schedule 5.15	-	Transactions with Affiliates
Schedule 5.18	-	Environmental Compliance
Schedule 5.19	-	Subsidiaries, etc.
Schedule 7.1	-	Existing Indebtedness
Schedule 7.2	-	Existing Liens
Schedule 7.3		Existing Investments




REVOLVING CREDIT AGREEMENT
This REVOLVING CREDIT AGREEMENT is made as of 
March 26, 1997, by and among NEW ENGLAND BUSINESS 
SERVICE, INC. (the "Borrower"), a Delaware corporation having its 
principal place of business at 500 Main Street, Groton, 
Massachusetts 01471, and THE FIRST NATIONAL BANK OF 
BOSTON, a national banking association, and the other lending 
institutions listed on Schedule 1 hereto, THE FIRST NATIONAL 
BANK OF BOSTON, as agent for itself and such other lending 
institutions, and FLEET NATIONAL BANK, as documentation 
agent for itself and such other lending institutions.
1.  DEFINITIONS AND RULES OF INTERPRETATION.  
1.1.  Definitions.  The following terms shall have the 
meanings set forth in this sect.1 or elsewhere in the provisions of 
this Credit Agreement referred to below:
Affiliate.  Any Person that would be considered to be an 
affiliate of the Borrower under Rule 144(a) of the Rules and 
Regulations of the Securities and Exchange Commission, as in 
effect on the date hereof, if the Borrower were issuing securities.
Agent's Head Office.  The Agent's head office located at 100 
Federal Street, Boston, Massachusetts 02110, or at such other 
location as the Agent may designate from time to time.
Agent's Side Letter.  See sect.4.1.2. 
Agent.  The First National Bank of Boston acting as agent for 
the Banks.
Agent's Special Counsel.  Bingham, Dana & Gould LLP or 
such other counsel as may be approved by the Agent.
Applicable Eurodollar Rate Margin.  For any fiscal quarter or 
portion thereof within any Interest Period with respect to any 
Eurodollar Rate Loan, four-tenths of one percent (0.40%) per 
annum; provided, however, that in the event that the ratio of 
Consolidated Funded Debt (calculated as of the last day of such 
fiscal quarter or portion thereof) to EBITDA (calculated for the four 
(4) consecutive fiscal quarters ending on the last day of such fiscal 
quarter or portion thereof) meets the requirements set forth in the 
chart below, the Applicable Eurodollar Rate Margin shall, 
commencing with the date on which the Borrower delivers to the 
Banks the financial statements referred to in sect.6.4(a) or, as the 
case may be, sect.6.4(b), be the percentage set forth opposite the 
applicable ratio of Funded Debt to EBITDA in the table below:

Ratio of Funded
Debt to EBITDA
Applicable Eurodollar
Rate Margin
Less than or equal to 
0.5:1
0.325%
Greater than 0.5:1 and 
less than or equal to 
1.0:1
0.350%
Greater than 1.0:1 and 
less than or equal to 
1.5:1
0.400%
Greater than 1.5:1
0.500%
Applicable Facility Fee Percentage.  For any fiscal quarter or 
portion thereof, one-fifth of one percent (0.20%) per annum; 
provided, however, that in the event that the ratio of Consolidated 
Funded Debt (calculated as of the last day of such fiscal quarter or 
portion thereof) to EBITDA (calculated for the four consecutive 
fiscal quarters existing on the last day of such fiscal quarter or 
portion thereof) meets the requirements set forth in the chart 
below, the Applicable Facility Fee Percentage shall, commencing 
with the date on which the Borrower delivers to the Banks the 
financial statements referred to in sect.6.4(a) or, as the case may be, 
sect.6.4(b), be the percentage set forth opposite the applicable ratio 
of Funded Debt to EBITDA set forth in the table below:

Ratio of Funded
Debt to EBITDA
Applicable Facility
Fee Percentage
Less than or equal to 
0.5:1
0.125%
Greater than 0.5:1 and 
less than or equal to 
1.0:1
0.150%
Greater than 1.0:1 and 
less than or equal to 
1.5:1
0.200%
Greater than 1.5:1
0.250%
Assignment and Acceptance.  See sect.17.1.
Balance Sheet Date.  June 29, 1996.
Banks.  FNBB and the other lending institutions listed on 
Schedule 1 hereto and any other Person who becomes an assignee of 
any rights and obligations of a Bank pursuant to sect.17.
Base Rate.  The higher of (i) the annual rate of interest 
announced from time to time by FNBB at its head office in Boston, 
Massachusetts, as its "base rate" and (ii) one-half of one percent 
(1/2%) above the Federal Funds Effective Rate.  For the purposes of 
this definition, "Federal Funds Effective Rate" shall mean, for any 
day, the rate per annum equal to the weighted average of the rates 
on overnight federal funds transactions with members of the 
Federal Reserve System arranged by federal funds brokers, as 
published for such day (or if such day is not a Business Day, for the 
next preceding Business Day) by the Federal Reserve Bank of New 
York, or, if such rate is not so published for any day that is a 
Business Day, the average of the quotations for such day on such 
transactions received by the Agent from three funds brokers of 
recognized standing selected by the Agent.
Base Rate Loans.  Any Syndicated Loans bearing interest 
calculated by reference to the Base Rate.
Borrower.  As defined in the preamble hereto.
Business Day.  Any day on which banking institutions in 
Boston, Massachusetts, are open for the transaction of banking 
business and, in the case of Eurodollar Rate Loans, also a day 
which is a Eurodollar Business Day.
Capital Assets.  Fixed assets, both tangible (such as land, 
buildings, fixtures, machinery and equipment) and intangible (such 
as patents, copyrights, trademarks, franchises and goodwill); 
provided that Capital Assets shall not include any item customarily 
charged directly to expense or depreciated over a useful life of 
twelve (12) months or less in accordance with generally accepted 
accounting principles.
Capital Expenditures.  Amounts paid or indebtedness 
incurred by the Borrower or any of its Subsidiaries in connection 
with the purchase or lease by the Borrower or any of its 
Subsidiaries of Capital Assets that would be required to be 
capitalized and shown on the balance sheet of such Person in 
accordance with generally accepted accounting principles.
Capitalized Leases.  Leases under which the Borrower or any 
of its Subsidiaries is the lessee or obligor, the discounted future 
rental payment obligations under which are required to be 
capitalized on the balance sheet of the lessee or obligor in 
accordance with generally accepted accounting principles.
CERCLA.  See sect.5.18.
Closing Date.  The first date on which the conditions set forth 
in sect.9 have been satisfied and any Loans are to be made.
Code.  The Internal Revenue Code of 1986.
Commitment.  With respect to each Bank, the amount set 
forth on Schedule 1 hereto as the amount of such Bank's 
commitment to make Syndicated Loans to the Borrower, as the 
same may be reduced from time to time; or if such commitment is 
terminated pursuant to the provisions hereof, zero.  The 
Competitive Bid Loans of such Bank outstanding at any time shall 
not affect such Bank's Commitment.
Commitment Percentage.  With respect to each Bank, the 
percentage set forth on Schedule 1 hereto as such Bank's 
percentage of the aggregate Commitments of all of the Banks.  The 
Competitive Bid Loans of such Bank outstanding at any time shall 
not affect such Bank's Commitment Percentage.
Competitive Bid Loan(s).  A borrowing hereunder consisting 
of one or more revolving credit loans made by any of the Banks 
whose offer to make a revolving credit loan as part of such 
borrowing has been accepted by the Borrower under the auction 
bidding procedure described in sect.2.3 hereof.
Competitive Bid Note.  See sect.2.5(b) hereof.
Competitive Bid Quote.  An offer by a Bank to make a 
Competitive Bid Loan in accordance with sect.2.3 hereof.
Competitive Bid Quote Request.  See sect.2.3.1(b) hereof.
Competitive Bid Rate.  See sect.2.3.1(d)(ii)(C) hereof.
Consolidated or consolidated.  With reference to any term 
defined herein, shall mean that term as applied to the accounts of 
the Borrower and its Subsidiaries, consolidated in accordance with 
generally accepted accounting principles.
Consolidated Funded Debt.  At any time of determination, the 
sum of (i) the amount of the Loans outstanding (after giving 
account to any amounts requested) plus accrued but unpaid interest 
thereon; plus (ii) the outstanding amount of any other Indebtedness 
for borrowed money, in respect of Capitalized Leases or which is 
otherwise subject to the payment of interest plus accrued but 
unpaid interest on such Indebtedness, including expenses 
consisting of interest in respect of Capitalized Leases and including 
commitment fee, agency fee, facility fee, balance deficiency fee and 
similar fee expenses in connection with the borrowing of money.
Consolidated Net Worth.  The excess of Consolidated Total 
Assets over Consolidated Total Liabilities.
Consolidated Total Assets.  All assets of the Borrower and its 
Subsidiaries determined on a consolidated basis in accordance with 
generally accepted accounting principles.
Consolidated Total Interest Expense.  For any period, the 
aggregate amount of interest required to be expensed by the 
Borrower and its Subsidiaries in accordance with generally 
accepted accounting principles during such period on all 
Indebtedness of the Borrower and its Subsidiaries outstanding 
during all or any part of such period, including expense consisting 
of interest in respect of Capitalized Leases and including 
commitment fee, agency fee, facility fee, balance deficiency fee and 
similar fee expense in connection with the borrowing of money.
Consolidated Total Liabilities.  All liabilities of the Borrower 
and its Subsidiaries determined on a consolidated basis in 
accordance with generally accepted accounting principles.
Conversion Request.  A notice given by the Borrower to the 
Agent of the Borrower's election to convert or continue a Loan in 
accordance with sect.2.8.
Credit Agreement.  This Revolving Credit Agreement, 
including the Schedules and Exhibits hereto.
Default.  See sect.11.
Distribution.  The declaration or payment of any dividend on 
or in respect of any shares of any class of capital stock of the 
Borrower, other than dividends payable solely in shares of common 
stock of the Borrower; the purchase, redemption, or other 
retirement of any shares of any class of capital stock, or of any 
rights, warrants or options to acquire shares of any class of capital 
stock, of the Borrower, directly or indirectly through a Subsidiary of 
the Borrower or otherwise; the return of capital by the Borrower to 
its shareholders as such; or any other distribution on or in respect 
of any shares of any class of capital stock of the Borrower.
Dollars or $.  Dollars in lawful currency of the United States 
of America.
Domestic Lending Office.  Initially, the office of each Bank 
designated as such in Schedule 1 hereto; thereafter, such other 
office of such Bank, if any, located within the United States that 
will be making or maintaining Base Rate Loans.
Drawdown Date.  The date on which any Loan is made or is 
to be made, and the date on which any Loan is converted or 
continued in accordance with sect.2.8.
EBITDA.  The consolidated earnings (or loss) from the 
operations of the Borrower and its Subsidiaries for any period, after 
all expenses and other proper charges but before payment or 
provision for any income taxes, interest expense, depreciation or 
amortization for such period, determined in accordance with 
generally accepted accounting principles.
Eligible Assignee.  Any of (i) a commercial bank or finance 
company organized under the laws of the United States, or any 
State thereof or the District of Columbia, and having total assets in 
excess of $1,000,000,000; (ii) a savings and loan association or 
savings bank organized under the laws of the United States, or any 
State thereof or the District of Columbia, and having a net worth of 
at least $100,000,000, calculated in accordance with generally 
accepted accounting principles; (iii) a commercial bank organized 
under the laws of any other country which is a member of the 
Organization for Economic Cooperation and Development (the 
"OECD"), or a political subdivision of any such country, and having 
total assets in excess of $1,000,000,000, provided that such bank is 
acting through a branch or agency located in the country in which it 
is organized or another country which is also a member of the 
OECD; (iv) the central bank of any country which is a member of 
the OECD; and (v) if, but only if, an Event of Default has occurred 
and is continuing, any other bank, insurance company, commercial 
finance company or other financial institution or other Person 
approved by the Agent, such approval not to be unreasonably 
withheld.
Employee Benefit Plan.  Any employee benefit plan within 
the meaning of sect.3(2) of ERISA maintained or contributed to by 
the Borrower or any ERISA Affiliate, other than a Multiemployer 
Plan.
Environmental Laws.  See sect.5.18(a).
ERISA.  The Employee Retirement Income Security Act of 
1974, as amended, including all rules, regulations, decrees and 
orders arising thereunder.
ERISA Affiliate.  Any Person which is treated as a single 
employer with the Borrower under sect.414 of the Code.
ERISA Reportable Event.  A reportable event with respect to 
a Guaranteed Pension Plan within the meaning of sect.4043 of 
ERISA and the regulations promulgated thereunder as to which the 
requirement of notice has not been waived.
Eurocurrency Reserve Rate.  For any day with respect to a 
Eurodollar Rate Loan, the maximum rate (expressed as a decimal) 
at which any lender subject thereto would be required to maintain 
reserves under Regulation D of the Board of Governors of the 
Federal Reserve System (or any successor or similar regulations 
relating to such reserve requirements) against "Eurocurrency 
Liabilities" (as that term is used in Regulation D), if such liabilities 
were outstanding.  The Eurocurrency Reserve Rate shall be 
adjusted automatically on and as of the effective date of any change 
in the Eurocurrency Reserve Rate.
Eurodollar Business Day.  Any day on which commercial 
banks are open for international business (including dealings in 
Dollar deposits) in London or such other eurodollar interbank 
market as may be selected by the Agent in its sole discretion acting 
in good faith.
Eurodollar Lending Office.  Initially, the office of each Bank 
designated as such in Schedule 1 hereto; thereafter, such other 
office of such Bank, if any, that shall be making or maintaining 
Eurodollar Rate Loans.
Eurodollar Rate.  For any Interest Period with respect to a 
Eurodollar Rate Loan, the rate of interest equal to (i) the arithmetic 
average of the rates per annum for FNBB (rounded upwards to the 
nearest 1/16 of one percent) of the rate at which FNBB's Eurodollar 
Lending Office is offered Dollar deposits two Eurodollar Business 
Days prior to the beginning of such Interest Period in the interbank 
eurodollar market where the eurodollar and foreign currency and 
exchange operations of such Eurodollar Lending Office are 
customarily conducted at or about 10:00 a.m., Boston time, for 
delivery on the first day of such Interest Period for the number of 
days comprised therein and in an amount comparable to the 
amount of the Eurodollar Rate Loan of FNBB to which such 
Interest Period applies, divided by (ii) a number equal to 1.00 
minus the Eurocurrency Reserve Rate, if applicable.
Eurodollar Rate Loans.  Any Syndicated Loans bearing 
interest calculated by reference to the Eurodollar Rate.
Event of Default.  See sect.11.
FNBB.  The First National Bank of Boston in its individual 
capacity.
generally accepted accounting principles.  (i) When used in 
sect.8, whether directly or indirectly through reference to a 
capitalized term used therein, means (A) principles that are 
consistent with the principles promulgated or adopted by the 
Financial Accounting Standards Board and its predecessors, in 
effect for the fiscal year ended on the Balance Sheet Date, and (B) 
to the extent consistent with such principles, the accounting 
practice of the Borrower reflected in its financial statements for the 
year ended on the Balance Sheet Date, and (ii) when used in 
general, other than as provided above, means principles that are (A) 
consistent with the principles promulgated or adopted by the 
Financial Accounting Standards Board and its predecessors, as in 
effect from time to time and (B) consistently applied with past 
financial statements of the Borrower adopting the same principles, 
provided that in each case referred to in this definition of "generally 
accepted accounting principles" a certified public accountant would, 
insofar as the use of such accounting principles is pertinent, be in a 
position to deliver an unqualified opinion (other than a 
qualification regarding changes in generally accepted accounting 
principles) as to financial statements in which such principles have 
been properly applied.
Guaranteed Pension Plan.  Any employee pension benefit 
plan within the meaning of sect.3(2) of ERISA maintained or 
contributed to by the Borrower or any ERISA Affiliate the benefits 
of which are guaranteed on termination in full or in part by the 
PBGC pursuant to Title IV of ERISA, other than a Multiemployer 
Plan.
Guaranty.  A Guaranty entered into by a Subsidiary of the 
Borrower pursuant to sect.7.5.1 or, as the case may be, sect.7.11 
hereof, pursuant to which such Subsidiary guaranties to the Banks 
and the Agent the payment and performance of the Obligations, 
each in substantially the form of Exhibit A hereto.
Hazardous Substances.  See sect.5.18(b).
Indebtedness.  All obligations, contingent and otherwise, that 
in accordance with generally accepted accounting principles should 
be classified upon the obligor's balance sheet as liabilities, 
including in any event and whether or not so classified:  (i) all debt 
and similar monetary obligations, whether direct or indirect; (ii) all 
liabilities secured by any mortgage, pledge, security interest, lien, 
charge, or other encumbrance existing on property owned or 
acquired subject thereto, whether or not the liability secured 
thereby shall have been assumed; and (iii) all guarantees, 
endorsements and other contingent obligations whether direct or 
indirect in respect of indebtedness of others, including any 
obligation to supply funds to or in any manner to invest in, directly 
or indirectly, the debtor, to purchase indebtedness, or to assure the 
owner of indebtedness against loss, through an agreement to 
purchase goods, supplies, or services for the purpose of enabling the 
debtor to make payment of the indebtedness held by such owner or 
otherwise, and the obligations to reimburse the issuer in respect of 
any letters of credit.
Interest Payment Date.  (i) As to any Base Rate Loan, the last 
day of the calendar quarter which includes the Drawdown Date 
thereof; (ii) as to any Competitive Bid Loan, on the last day of the 
Interest Period applicable thereto; (iii) as to any Eurodollar Rate 
Loan in respect of which the Interest Period is (A) 3 months or less, 
the last day of such Interest Period and (B) more than 3 months, 
the date that is 3 months from the first day of such Interest Period 
and, in addition, the last day of such Interest Period.
Interest Period.  With respect to each Loan, (i) initially, the 
period commencing on the Drawdown Date of such Loan and ending 
on the last day of one of the periods set forth below, as selected by 
the Borrower in a Loan Request or Notice of Competitive Bid 
Borrowing (A) for any Base Rate Loan, the last day of the calendar 
quarter; (B) for any Competitive Bid Loan, from 7 through 180 days; 
and (C) for any Eurodollar Rate Loan, 1, 2, 3, or 6 months; and (ii) 
thereafter, each period commencing on the last day of the next 
preceding Interest Period applicable to such Loan and ending on the 
last day of one of the periods set forth above, as selected by the 
Borrower in a Conversion Request; provided that all of the 
foregoing provisions relating to Interest Periods are subject to the 
following:
(a)  if any Interest Period with respect to a Eurodollar 
Rate Loan would otherwise end on a day that is not a 
Eurodollar Business Day, that Interest Period shall be 
extended to the next succeeding Eurodollar Business Day 
unless the result of such extension would be to carry such 
Interest Period into another calendar month, in which event 
such Interest Period shall end on the immediately preceding 
Eurodollar Business Day;
(b)  if any Interest Period with respect to a Base Rate 
Loan would end on a day that is not a Business Day, that 
Interest Period shall end on the next succeeding Business 
Day;
(c)  if the Borrower shall fail to give notice as provided 
in sect.2.8, the Borrower shall be deemed to have requested a 
conversion of the affected Eurodollar Rate Loan to a Base 
Rate Loan and the continuance of all Base Rate Loans as 
Base Rate Loans on the last day of the then current Interest 
Period with respect thereto;
(d)  any Interest Period that begins on the last 
Eurodollar Business Day of a calendar month (or on a day for 
which there is no numerically corresponding day in the 
calendar month at the end of such Interest Period) shall end 
on the last Eurodollar Business Day of a calendar month; and
(e)  any Interest Period relating to any Loan that would 
otherwise extend beyond the Revolving Credit Loan Maturity 
Date shall end on the Revolving Credit Loan Maturity Date.
Investments.  All expenditures made and all liabilities 
incurred (contingently or otherwise) for the acquisition of stock or 
Indebtedness of, or for loans, advances, capital contributions or 
transfers of property to, or in respect of any guaranties (or other 
commitments as described under Indebtedness), or obligations of, 
any Person.  In determining the aggregate amount of Investments 
outstanding at any particular time: (i) the amount of any 
Investment represented by a guaranty shall be taken at not less 
than the principal amount of the obligations guaranteed and still 
outstanding; (ii) there shall be included as an Investment all 
interest accrued with respect to Indebtedness constituting an 
Investment unless and until such interest is paid; (iii) there shall 
be deducted in respect of each such Investment any amount 
received as a return of capital (but only by repurchase, redemption, 
retirement, repayment, liquidating dividend or liquidating 
distribution); (iv) there shall not be deducted in respect of any 
Investment any amounts received as earnings on such Investment, 
whether as dividends, interest or otherwise, except that accrued 
interest included as provided in the foregoing clause (ii) may be 
deducted when paid; and (v) there shall not be deducted from the 
aggregate amount of Investments any decrease in the value thereof.
Invitation for Competitive Bid Quotes.  See sect.2.3.1(c) 
hereof.
Loan Documents.  This Credit Agreement, the Notes, the 
Agent's Side Letter, any Guaranty and all documents evidencing or 
relating to any interest rate protection arrangements entered into 
between the Borrower and any Bank.  
Loan Request.  See sect.2.2.
Loans.  Revolving credit loans made or to be made by the 
Banks to the Borrower pursuant to sect.2 hereof, whether 
Syndicated Loans or Competitive Bid Loans.
Majority Banks.  As of any date, the Banks holding at least 
fifty-one percent (51%) of the outstanding principal amount of the 
Notes on such date; and if no such principal is outstanding, the 
Banks whose aggregate Commitments constitutes at least fifty-one 
percent (51%) of the Total Commitment.
Margin Stock.  "Margin Stock" or "Margin Securities", as such 
terms are used in Regulations U and X of the Board of Governors of 
the Federal Revenue System, 12 C.F.R. Parts 221 and 224.
Multiemployer Plan.  Any multiemployer plan within the 
meaning of sect.3(37) of ERISA maintained or contributed to by the 
Borrower or any ERISA Affiliate.
Notes.  The Competitive Bid Notes and the Syndicated Notes.
Notice of Competitive Bid Borrowing.  See sect.2.3.1(f) hereof.
Obligations.  All indebtedness, obligations and liabilities of 
any of the Borrower and its Subsidiaries to any of the Banks and 
the Agent, individually or collectively, existing on the date of this 
Credit Agreement or arising thereafter, direct or indirect, joint or 
several, absolute or contingent, matured or unmatured, liquidated 
or unliquidated, secured or unsecured, arising by contract, 
operation of law or otherwise, arising or incurred under this Credit 
Agreement or any of the other Loan Documents (including any 
interest rate protection arrangements entered into between the 
Borrower and any Bank), or in respect of any of the Loans or any of 
the Notes or other instruments at any time evidencing any thereof. 
outstanding.  With respect to the Loans, the aggregate unpaid 
principal thereof as of any date of determination.
PBGC.  The Pension Benefit Guaranty Corporation created by 
sect.4002 of ERISA and any successor entity or entities having 
similar responsibilities.
Permitted Liens.  Liens, security interests and other 
encumbrances permitted by sect.7.2.
Permitted Acquisition.  The acquisition of any Person, 
business, division, or specified group of assets by the Borrower or 
any of its Subsidiaries, provided that (1)  the Agent and the 
Majority Banks approve, in their sole discretion, such acquisition in 
writing in advance or (2) each of the following conditions is met;
	(a)	immediately prior to and after, and after giving 
effect to, such acquisition, no Default or Event of Default shall then 
exist;
	(b)	the aggregate consideration paid or to be paid by 
the Borrower or any of its Subsidiaries in connection with all such 
acquisitions (whether in the form of cash, stock (as valued for the 
purposes of such acquisitions) or the assumption of Indebtedness for 
borrowed money, debt or other similar monetary obligations by the 
Borrower or any of its Subsidiaries (including such Indebtedness in 
existence prior to the date of any such acquisition which was not 
incurred in connection with or contemplation thereof)) shall not 
exceed $10,000,000;
	(c)	such acquisition shall have been approved by the 
board of directors and shareholders, if required, of such Person; and
	(d)	either (i) such acquisition is the acquisition of 
assets only (for use in substantially the same line of business as the 
line of business of the Borrower) or (ii) such acquisition involves the 
purchase of the capital stock or other equity interests of a Person 
and each of the following conditions is met:
		(A)	such acquisition is the acquisition of one 
hundred percent (100%) of the capital stock or other equity 
interests of such Person.
		(B)	such Person is in substantially the same 
line of business as the Borrower, 
		(C)	not less than ten (10) Business Days prior 
to such acquisition, the Borrower shall notify the Banks 
thereof, and
		(D)	contemporaneously with the occurrence of 
such acquisition, the Borrower shall (I) cause such Person to 
guaranty all of the Obligations hereunder pursuant to a 
Guaranty in form and substance satisfactory to the Agent, 
which such Guaranty shall be a Loan Document hereunder, 
and (II) cause such Person to deliver to the Banks and the 
Agent (aa) evidence of proper corporate authorization, and 
(bb) legal opinions with respect to each of the matters and 
documents set forth in this clause (D), in each case, in form 
and substance satisfactory to the Agent and the Banks.
Person.  Any individual, corporation, partnership, trust, 
unincorporated association, business, or other legal entity, and any 
government or any governmental agency or political subdivision 
thereof.
Real Estate.  All real property at any time owned or leased 
(as lessee or sublessee) by the Borrower or any of its Subsidiaries.
Record.  The grid attached to a Note, or the continuation of 
such grid, or any other similar record, including computer records, 
maintained by any Bank with respect to any Loan referred to in 
such Note.
Revolving Credit Loan Maturity Date.  March 26, 2002.
Subsidiary.  Any corporation, association, trust, or other 
business entity of which the designated parent shall at any time 
own directly or indirectly through a Subsidiary or Subsidiaries at 
least a majority (by number of votes) of the outstanding Voting 
Stock.
Syndicated Loan(s).  One or more revolving credit loans 
funded by the Banks in accordance with their respective 
Commitment Percentages.
Syndicated Note.  See sect.2.5(a) hereof.
Total Commitment.  The sum of the Commitments of the 
Banks, as in effect from time to time, but not to exceed the 
aggregate amount of $60,000,000.
Type.  As to any Syndicated Loan, its nature as a Base Rate 
Loan or a Eurodollar Rate Loan.
Voting Stock.  Stock or similar interests, of any class or 
classes (however designated), the holders of which are at the time 
entitled, as such holders, to vote for the election of a majority of the 
directors (or persons performing similar functions) of the 
corporation, association, trust or other business entity involved, 
whether or not the right so to vote exists by reason of the happening 
of a contingency.
1.2.  Rules of Interpretation.  
(a)  A reference to any document or agreement shall 
include such document or agreement as amended, modified or 
supplemented from time to time in accordance with its terms 
and the terms of this Credit Agreement.
(b)  The singular includes the plural and the plural 
includes the singular.
(c)  A reference to any law includes any amendment or 
modification to such law.
(d)  A reference to any Person includes its permitted 
successors and permitted assigns.
(e)  Accounting terms not otherwise defined herein 
have the meanings assigned to them by generally accepted 
accounting principles applied on a consistent basis by the 
accounting entity to which they refer.
(f)  The words "include", "includes" and "including" are 
not limiting.
(g)  All terms not specifically defined herein or by 
generally accepted accounting principles, which terms are 
defined in the Uniform Commercial Code as in effect in the 
Commonwealth  of Massachusetts, have the meanings 
assigned to them therein, with the term "instrument" being 
that defined under Article 9 of the Uniform Commercial Code.
(h)  Reference to a particular "sect." refers to that 
section of this Credit Agreement unless otherwise indicated.
(i)  The words "herein", "hereof", "hereunder" and words 
of like import shall refer to this Credit Agreement as a whole 
and not to any particular section or subdivision of this Credit 
Agreement.
2.  THE REVOLVING CREDIT FACILITY.  
2.1.  Commitment to Lend Syndicated Loans.  Subject to 
the terms and conditions set forth in this Credit Agreement, each of 
the Banks severally agrees to lend to the Borrower and the 
Borrower may borrow, repay, and reborrow from time to time 
between the Closing Date and the Revolving Credit Loan Maturity 
Date upon notice by the Borrower to the Agent given in accordance 
with sect.2.2, such sums ("Syndicated Loans") as are requested by 
the Borrower up to a maximum aggregate principal amount 
outstanding (after giving effect to all amounts requested) at any one 
time equal to such Bank's Commitment (without regard to any 
Competitive Bid Loans of such Bank outstanding at such time), 
provided that (i) the sum of the outstanding amount of the 
Syndicated Loans (after giving effect to all amounts requested) plus 
the outstanding aggregate principal amount of all Competitive Bid 
Loans made by all Banks shall not at any time exceed the Total 
Commitment and (ii) at all times the outstanding aggregate 
principal amount of all Syndicated Loans made by each Bank shall 
equal such Bank's Commitment Percentage of the outstanding 
aggregate principal amount of all Syndicated Loans made pursuant 
to the terms of this Credit Agreement.  The Syndicated Loans shall 
be made pro rata in accordance with each Bank's Commitment 
Percentage.  Each request for a Syndicated Loan hereunder shall 
constitute a representation and warranty by the Borrower that the 
conditions set forth in sect.9 and sect.10, in the case of the initial 
Syndicated Loans to be made on the Closing Date, and sect.10, in 
the case of all other Syndicated Loans, have been satisfied on the 
date of such request.
2.2.  Requests for Loans.  The Borrower shall give to the 
Agent written notice in the form of Exhibit B hereto (or telephonic 
notice confirmed in a writing in the form of Exhibit B hereto) of 
each Syndicated Loan requested hereunder (a "Loan Request") by 
10:00 a.m. (i) on the proposed Drawdown Date of any Base Rate 
Loan and (ii) two (2) Eurodollar Business Days prior to the 
proposed Drawdown Date of any Eurodollar Rate Loan.  Each such 
notice shall specify (A) the principal amount of the Syndicated Loan 
requested, (B) the proposed Drawdown Date of such Syndicated 
Loan, (C) the Interest Period for such Syndicated Loan and (D) the 
Type of such Syndicated Loan.  Promptly upon receipt of any such 
notice, the Agent shall notify each of the Banks thereof.  Each such 
notice shall be irrevocable and binding on the Borrower and shall 
obligate the Borrower to accept the Syndicated Loan requested from 
the Banks on the proposed Drawdown Date.  Each Loan Request 
shall be in a minimum aggregate amount of $1,000,000 or any 
integral multiple of $500,000 in excess thereof.
2.3.  Competitive Bid Loans.
2.3.1.  Competitive Bid Borrowings.  (a)  The 
Competitive Bid Option.  In addition to the Syndicated Loans 
permitted to be made hereunder pursuant to sect.2.1 hereof, 
the Borrower may, from time to time from the Closing Date 
until the Revolving Credit Loan Maturity Date pursuant to 
the terms of this sect.2.3, cause the Agent to request the 
Banks to make offers to fund Competitive Bid Loans to the 
Borrower from time to time prior to the Revolving Credit 
Loan Maturity Date.  The Banks may, but shall have no 
obligation to, make such offers and the Borrower may, but 
shall have no obligation to, accept such offers in the manner 
set forth in this sect.2.3.  Each Bank may make Competitive 
Bid Loans in an aggregate amount (after giving effect to all 
amounts requested) not to exceed the lesser of $20,000,000 
and the Total Commitment, provided that the aggregate 
amount of all outstanding Syndicated Loans (after giving 
effect to all amounts requested) plus the aggregate amount of 
all outstanding Competitive Bid Loans (after giving effect to 
all amounts requested) shall at no time exceed the Total 
Commitment.
(b)  Competitive Bid Quote Request.  When the 
Borrower wishes to request offers to make Competitive Bid 
Loans under this sect.2.3, it shall transmit to the Agent by 
telex or facsimile a Competitive Bid Quote Request 
substantially in the form of Exhibit C attached hereto (a 
"Competitive Bid Quote Request") so as to be received no later 
than 1:00 p.m. (Boston time) on the Business Day prior to the 
requested Drawdown Date, specifying (i) the requested 
Drawdown Date (which must be a Business Day), (ii) the 
amount of such Competitive Bid Loan (which must be a 
minimum of $1,000,000 or any greater integral multiple of 
$500,000 and may not exceed the Total Commitment), and 
(iii) the Interest Period of such Competitive Bid Loan (which 
may not extend beyond the Revolving Credit Loan Maturity 
Date).  The Borrower may request offers to make Competitive 
Bid Loans for one amount and three Interest Periods in a 
single Competitive Bid Quote Request. 
(c)  Invitation for Competitive Bid Quotes; Alternative 
Manner of Auction.  Subsequent to timely receipt of a 
Competitive Bid Quote Request, the Agent shall send to the 
Banks by telex or facsimile an Invitation for Competitive Bid 
Quotes substantially in the form of Exhibit D attached hereto 
(an "Invitation for Competitive Bid Quotes"), as promptly as 
possible but not later than 3:00 p.m. (Boston time) on the 
Business Day prior to the requested Drawdown Date which 
shall constitute an invitation by the Borrower to each Bank to 
submit Competitive Bid Quotes offering to make Competitive 
Bid Loans to which such Competitive Bid Quote Request 
relates in accordance with this sect.2.3.  If, after receipt by 
the Agent of a Competitive Bid Quote Request from the 
Borrower in accordance with subsection (b) of this sect.2.3.1, 
the Agent or any Bank shall be unable to complete any 
procedure of the auction process described in subsections (c) 
through (f) (inclusive) of this sect.2.3.1 due to the inability of 
such Person to transmit or receive communications through 
the means specified therein, such Person may rely on 
telephonic notice for the transmission or receipt of such 
communications.  In any case where such Person shall rely on 
telephone transmission or receipt, any communication made 
by telephone shall, as soon as possible thereafter, be followed 
by written confirmation thereof.
(d)  Submission and Contents of Competitive Bid 
Quotes.
(i)  Each Bank may submit a Competitive Bid 
Quote containing an offer or offers to make Competitive 
Bid Loans in response to any Invitation for Competitive 
Bid Quotes.  Each Competitive Bid Quote must comply 
with the requirements of this subsection (d) and must 
be submitted to the Agent by telex or facsimile not later 
than 10:00 a.m. (Boston time) on the requested 
Drawdown Date, provided that Competitive Bid Quotes 
may be made by the Agent in its capacity as a Bank 
only if it notifies the Borrower of the terms of its 
Competitive Bid Quote no later than 9:30 a.m. (Boston 
time) on the requested Drawdown Date.  Subject to the 
provisions of sect.sect.9, 10 and 11 hereof, any 
Competitive Bid Quote so made shall be irrevocable 
except with the written consent of the Agent given on 
the instructions of the Borrower.
(ii)  Each Competitive Bid Quote shall be in 
substantially the form of Exhibit E-1 attached hereto (a 
"Competitive Bid Quote") and shall in any case specify:
(A)  the requested Drawdown Date and 
Interest Periods,
(B)  the principal amount of the 
Competitive Bid Loan for which each such offer 
is being made, which principal amount (x) may 
be greater than the Commitment Amount of the 
quoting Bank but may not exceed the Total 
Commitment, (y) must be $1,000,000 or a larger 
multiple of $500,000 and (z) may not exceed the 
aggregate principal amount of Competitive Bid 
Loans for which offers were requested,
(C)  the rate of interest per annum 
(rounded to the nearest 1/1000th of 1%) (the 
"Competitive Bid Rate") offered for each such 
Competitive Bid Loan, and
(D)  the identity of the quoting Bank.
(iii)  Any Competitive Bid Quote shall be 
disregarded if it:
(A)  is not substantially in the form of 
Exhibit E-1 attached hereto or does not specify 
all of the information required by subsection 
(d)(ii) of this sect.2.3.1;
(B)  contains qualifying, conditional or 
similar language (except that it may, in the case 
of a quote relating to more than one Interest 
Period, contain the condition that the Bank will 
fund any one, but not more, of the Competitive 
Bid Loans offered in such Competitive Bid 
Quote);
(C)  proposes terms other than or in 
addition to those set forth in the applicable 
Invitation for Competitive Bid Quotes; or
(D)  arrives after the time set forth in 
subsection (d)(i) of this sect.2.3.1.
(e)  Notice to Borrower.  Not later than 10:30 a.m. 
(Boston time) on the requested Drawdown Date, the Agent 
shall notify the Borrower of the terms of all Competitive Bid 
Quotes submitted by the Banks in accordance with subsection 
(d) of this sect.2.3.1.  The Agent's notice to the Borrower shall 
specify (i) the aggregate principal amount of Competitive Bid 
Loans for which offers have been received for each Interest 
Period specified in the related Competitive Bid Quote 
Request, and (ii) the respective principal amounts and 
Competitive Bid Rates so offered.
(f)  Acceptance and Notice by Borrower.  Not later than 
11:00 a.m. (Boston time) on the requested Drawdown Date, 
the Borrower shall notify the Agent, and the Agent shall 
promptly notify each Bank with respect to its offer, of the 
Borrower's acceptance or non-acceptance of the offers of 
which it was notified pursuant to subsection (e) of this 
sect.2.3.1.  In the case of an acceptance, such notice shall (i) 
be substantially in the form of Exhibit E-2 attached hereto (a 
"Notice of Competitive Bid Borrowing"), (ii) be irrevocable by 
the Borrower, and (iii) specify the aggregate principal amount 
of offers for each Interest Period that are accepted.  Each 
acceptance by the Borrower of Competitive Bid Loans 
hereunder shall constitute a representation and warranty by 
the Borrower that the conditions set forth in sect.sect.9 and 
10 hereof have been satisfied on the date of such acceptance.  
The Borrower may accept any Competitive Bid Quote in 
whole or in part; provided that:
(A)  the aggregate principal amount of each 
Competitive Bid Loan may not exceed the 
applicable amount set forth in the related 
Competitive Bid Quote Request,
(B)  the aggregate principal amount of each 
Competitive Bid Loan must be $1,000,000 or a 
larger multiple of $500,000, and
(C)  acceptance of offers may only be made 
on the basis of ascending Competitive Bid Rates.
(g)  Allocation by Agent; Usage of Commitments.  If 
offers are made by two or more Banks with the same 
Competitive Bid Rates, for a greater aggregate principal 
amount than the amount in respect of which offers are 
accepted for the related Interest Period, the principal amount 
of Competitive Bid Loans in respect of which such offers are 
accepted shall be allocated by the Agent among such Banks 
as nearly as possible (in such multiples, not less than 
$100,000 as the Agent may deem appropriate) in proportion 
to the aggregate principal amounts of such offers.  If any such 
Bank has indicated a minimum acceptable Competitive Bid 
Loan in its Competitive Bid Request, and under the 
procedures of this subsection (g), the Agent would have 
allocated to it an amount less than such minimum, such 
Competitive Bid Quote will instead be deemed to have been 
withdrawn.  Determination by the Agent of the amounts of 
Competitive Bid Loans and the allocation thereof shall be 
conclusive in the absence of manifest error.  The Agent shall, 
promptly after the funding of any Competitive Bid Loan, 
notify the Banks thereof pursuant to a notice substantially in 
the form of Exhibit E-3 attached hereto.
(h)  Funding of Competitive Bid Loans.  If, on or prior 
to the Drawdown Date of any Competitive Bid Loan, the Total 
Commitment has not terminated in full and if, on such 
Drawdown Date, the applicable conditions of sect.sect.4 and 
10 hereof are satisfied, the Bank or Banks whose offers the 
Borrower has accepted will fund each Competitive Bid Loan 
so accepted as provided in sect.2.4.1 hereof.  
2.3.2.  Maximum Competitive Bid Loans; Funding 
Losses.  (a)  Notwithstanding any other provision herein to 
the contrary, at no time shall the aggregate principal amount 
of Competitive Bid Loans outstanding at any time exceed the 
lesser of (i) the Total Commitment minus the aggregate 
principal amount of Syndicated Loans outstanding at such 
time and (ii) $20,000,000.
(b)  If after acceptance of any Competitive Bid Quote 
pursuant to sect.2.3.1(f) hereof, the Borrower fails to borrow 
any Competitive Bid Loan so accepted on the date specified 
therefor, the Borrower shall indemnify the Bank funding 
such Loan against any loss or expense incurred by reason of 
the liquidation or reemployment of deposits or other funds 
acquired by such Bank to fund or maintain such unborrowed 
Competitive Bid Loans, including, without limitation, 
compensation as provided in sect.4.10 hereof.
2.3.3.  Repayment of Competitive Bid Loans.  The 
principal of each Competitive Bid Loan shall become 
absolutely due and payable by the Borrower on the last day of 
the Interest Period relating thereto, and the Borrower hereby 
absolutely and unconditionally promises to pay to the Agent, 
for the accounts of the relevant Banks, on the last day of the 
Interest Period relating thereto the principal amount of all 
such Competitive Bid Loans plus interest thereon at the 
applicable Competitive Bid Rate.  Subject to the terms of this 
Credit Agreement, the Borrower may reborrow any amounts 
so repaid from time to time prior to the Revolving Credit Loan 
Maturity Date.
2.4.  Funds for Loans.
2.4.1.  Funding Procedures.  Not later than 1:30 p.m. 
(Boston time) on the proposed Drawdown Date of any 
Syndicated Loans or Competitive Bid Loans, as applicable, 
each of the relevant Banks will make available to the Agent, 
at the Agent's Head Office, in immediately available funds, 
the amount of such Bank's Commitment Percentage of the 
amount of the requested Syndicated Loans or the amount of 
such Bank's Competitive Bid Loan, as applicable.  Upon 
receipt from each Bank of such amount, and upon receipt of 
the documents required by sect.sect.9 and 10 hereof and the 
satisfaction of the other conditions set forth therein, to the 
extent applicable, the Agent will make available to the 
Borrower the aggregate amount of such Loans made available 
to the Agent by the relevant Banks.  The failure or refusal of 
any Bank to make available to the Agent its Commitment 
Percentage of the requested Syndicated Loans on any 
Drawdown Date shall not excuse any other Bank from 
making available to the Agent the amount of such other 
Bank's Commitment Percentage of any requested Syndicated 
Loans.
2.4.2.  Advances by Agent.  The Agent may, unless 
notified to the contrary by any Bank prior to a Drawdown 
Date, assume that such Bank has made available to the 
Agent on such Drawdown Date the amount of such Bank's 
Commitment Percentage of the Syndicated Loans (or, in the 
case of Competitive Bid Loans, the amount of such Bank's 
accepted offers of Competitive Bid Loans, if any) to be made 
on such Drawdown Date, and the Agent may (but it shall not 
be required to), in reliance upon such assumption, make 
available to the Borrower a corresponding amount.  If any 
Bank makes available to the Agent such amount on a date 
after such Drawdown Date, such Bank shall pay to the Agent 
on demand an amount equal to the product of (a) the average 
computed for the period referred to in clause (c) below, of the 
weighted average interest rate paid by the Agent for federal 
funds acquired by the Agent during each day included in such 
period, times (b) the amount of such Bank's Commitment 
Percentage of such Syndicated Loans (or accepted offers of 
Competitive Bid Loans, as applicable), times (c) a fraction, 
the numerator of which is the number of days that elapse 
from and including such Drawdown Date to the date on which 
the amount of such Bank's Syndicated Loans or Competitive 
Bid Loans, as applicable, shall become immediately available 
to the Agent, and the denominator of which is 365.  A 
statement of the Agent submitted to such Bank with respect 
to any amounts owing under this sect.2.4.2 shall be prima 
facie evidence of the amount due and owing to the Agent by 
such Bank.  If the amount of such Bank's Syndicated Loans 
or Competitive Bid Loans, as applicable, is not made 
available to the Agent by such Bank within three (3) 
Business Days following such Drawdown Date, the Agent 
shall be entitled to recover such amount from the Borrower on 
demand, with interest thereon at the rate per annum 
applicable to the Syndicated Loans or Competitive Bid Loans, 
as applicable, made on such Drawdown Date.  Any payment 
by the Borrower to the Agent of any Syndicated Loans or 
Competitive Bid Loans pursuant to this sect.2.4.2 shall be 
deemed to be a payment of the Loans that were to be made by 
the Bank that failed to make such Syndicated Loans or 
Competitive Bid Loans, as applicable.
2.5.  The Notes.  (a)  The Syndicated Loans shall be 
evidenced by separate promissory notes of the Borrower in 
substantially the form of Exhibit F-1 attached hereto (each a 
"Syndicated Note"), dated as of the Closing Date and completed 
with appropriate insertions.  A Syndicated Note shall be payable to 
the order of each Bank in a principal amount equal to such Bank's 
Commitment Amount or, if less, the outstanding amount of all 
Syndicated Loans made by such Bank, plus interest accrued 
thereon, as set forth below.  The Borrower irrevocably authorizes 
each Bank to make, at or about the time of the Drawdown Date of 
any Syndicated Loan or at the time of receipt of any payment of 
principal on such Bank's Syndicated Note, an appropriate notation 
on the Record attached to such Bank's Syndicated Note reflecting 
the making of such Syndicated Loan or (as the case may be) the 
receipt of such payment.  The outstanding amount of the 
Syndicated Loans set forth on such Bank's Record shall be prima 
facie evidence of the principal amount thereof owing and unpaid to 
such Bank, but the failure to record, or any error in so recording, 
any such amount on such Bank's Record shall not limit or otherwise 
affect the obligations of the Borrower hereunder or under any 
Syndicated Note to make payments of principal of or interest on any 
Syndicated Note when due.
(b)	The Competitive Bid Loans shall be evidenced by 
separate promissory notes of the Borrower in substantially the form 
of Exhibit F-2 attached hereto (each a "Competitive Bid Note"), 
dated as of the Closing Date and completed with appropriate 
insertions.  A Competitive Bid Note shall be payable to the order of 
each Bank in a principal amount equal to $20,000,000 or, if less, 
the outstanding amount of all Competitive Bid Loans made by such 
Bank to the Borrower hereunder, as set forth in sect.2.3 hereof, plus 
interest accrued thereon, as set forth below.  The Borrower 
irrevocably authorizes each Bank to make, at or about the time of 
the Drawdown Date of any Competitive Bid Loan made by such 
Bank or at the time of receipt of the payment of principal of such 
Competitive Bid Loan, an appropriate notation on the Record 
attached to such Bank's Competitive Bid Note reflecting the making 
of such Competitive Bid Loan and repayments thereof.  All such 
notations shall constitute prima facie evidence of the amount of 
such Competitive Bid Loans and the repayments thereof, but the 
failure to record, or any error in so recording such amount on such 
Bank's Record shall not limit or otherwise affect the obligations of 
the Borrower hereunder or under any Competitive Bid Note to make 
payments of principal or interest on any Competitive Bid Note when 
due.
2.6.  Reduction of Total Commitment.  The Borrower shall 
have the right at any time and from time to time upon five (5) 
Business Days prior written notice to the Agent to reduce by 
$1,000,000 or an integral multiple thereof or terminate entirely the 
unborrowed portion of the Total Commitment, whereupon the 
Commitments of the Banks shall be reduced pro rata in accordance 
with their respective Commitment Percentages of the amount 
specified in such notice or, as the case may be, terminated.  
Promptly after receiving any notice of the Borrower delivered 
pursuant to this sect.2.6, the Agent will notify the Banks of the 
substance thereof.  Upon the effective date of any such reduction or 
termination, the Borrower shall pay to the Agent for the respective 
accounts of the Banks the full amount of any commitment fee then 
accrued on the amount of the reduction.  No reduction or 
termination of the Commitments or of the Total Commitment may 
be reinstated.
2.7.  Interest on Loans.  Except as otherwise provided in 
sect.4.11,
(a)  Each Base Rate Loan shall bear interest for the 
period commencing with the Drawdown Date thereof and 
ending on the last day of the Interest Period with respect 
thereto at the Base Rate.
(b)  Each Eurodollar Rate Loan shall bear interest for 
the period commencing with the Drawdown Date thereof and 
ending on the last day of the Interest Period with respect 
thereto at a rate per annum equal to the sum of the 
Applicable Eurodollar Rate Margin plus the Eurodollar Rate 
determined for such Interest Period.
(c)	Each Competitive Bid Loan shall bear interest at 
the rate per annum specified in the applicable Competitive 
Bid Quote with respect to such Competitive Bid Loan.
(d)  The Borrower promises to pay interest on each 
Loan in arrears on each Interest Payment Date with respect 
thereto.
2.8.  Conversion Options.  
2.8.1.  Conversion to Different Type of Syndicated 
Loan.  The Borrower may elect from time to time to convert 
any outstanding Syndicated Loan to a Syndicated Loan of 
another Type, provided that (i) with respect to any such 
conversion of a Syndicated Loan to a Base Rate Loan, the 
Borrower shall give the Agent written notice of such election 
by 10:00 a.m. on the proposed conversion date of such 
Syndicated Loan; (ii) with respect to any such conversion of a 
Eurodollar Rate Loan into a Syndicated Loan of another 
Type, such conversion shall only be made on the last day of 
the Interest Period with respect thereto; (iii) with respect to 
any such conversion of a Base Rate Loan to a Eurodollar Rate 
Loan, the Borrower shall give the Agent at least two (2) 
Eurodollar Business Days prior written notice of such election 
and (iv) no Syndicated Loan may be converted into a a 
Eurodollar Rate Loan when any Default or Event of Default 
has occurred and is continuing.  On the date on which such 
conversion is being made each Bank shall take such action as 
is necessary to transfer its Commitment Percentage of such 
Syndicated Loans to its Domestic Lending Office or its 
Eurodollar Lending Office, as the case may be.  All or any 
part of outstanding Syndicated Loans of any Type may be 
converted as provided herein, provided that partial 
conversions shall be in an aggregate principal amount of 
$500,000 or a whole multiple thereof.  Each Conversion 
Request relating to the conversion of a Syndicated Loan to or 
a Eurodollar Rate Loan shall be irrevocable by the Borrower.
2.8.2.  Continuation of Type of Syndicated Loan.  Any 
Syndicated Loans of any Type may be continued as such upon 
the expiration of an Interest Period with respect thereto by 
compliance by the Borrower with the notice provisions 
contained in sect.2.8.1; provided that no Eurodollar Rate 
Loan may be continued as such when any Default or Event of 
Default has occurred and is continuing, but shall be 
automatically converted to a Base Rate Loan on the last day 
of the first Interest Period relating thereto ending during the 
continuance of any Default or Event of Default of which the 
officers of the Agent active upon the Borrower's account have 
actual knowledge.  In the event that the Borrower fails to 
provide any such notice with respect to the continuation of 
any Eurodollar Rate Loan as such, then such Eurodollar Rate 
Loan shall be automatically converted to a Base Rate Loan on 
the last day of the first Interest Period relating thereto.  The 
Agent shall notify the Banks promptly when any such 
automatic conversion contemplated by this sect.2.8 is 
scheduled to occur.
2.8.3.  Eurodollar Rate Loans.  Any conversion to or from 
Eurodollar Rate Loans shall be in such amounts and be made 
pursuant to such elections so that, after giving effect thereto, 
the aggregate principal amount of all Eurodollar Rate Loans 
having the same Interest Period shall not be less than 
$1,000,000 or a whole multiple of $500,000 in excess thereof.
3.  REPAYMENT OF THE LOANS.  
3.1.  Maturity.  The Borrower promises to pay on the 
Revolving Credit Loan Maturity Date, and there shall become 
absolutely due and payable on the Revolving Credit Loan Maturity 
Date, all of the Loans outstanding on such date, together with any 
and all accrued and unpaid interest thereon.
3.2.  Mandatory Repayments of Loans.  If at any time the 
sum of the outstanding amount of the Loans exceeds the Total 
Commitment, then the Borrower shall immediately pay the amount 
of such excess to the Agent for application to the Loans for the 
respective accounts of the Banks.  Each prepayment of Loans shall 
be allocated among the Banks, in proportion, as nearly as 
practicable to the respective unpaid principal amount of each 
Bank's Syndicated Note, with adjustments to the extent practicable 
to equalize any prior payments or repayments not exactly in 
proportion, and if no Syndicated Loans are outstanding, the 
Competitive Bid Loans, in proportion, as nearly as practicable, to 
the unpaid principal amount of each Bank's Competitive Bid Note.  
If at any time the sum of the outstanding amount of the 
Competitive Bid Loans exceeds $20,000,000, then the Borrower 
shall immediately pay the amount of such excess to the Agent for 
application to the Competitive Bid Loans made by the Banks, in 
proportion, as nearly as practicable, to the unpaid principal amount 
of each Bank's Competitive Bid Note.  
3.3.  Optional Repayments of Syndicated Loans.  The 
Borrower shall have the right, at its election, to repay the 
outstanding amount of the Syndicated Loans, as a whole or in part, 
at any time without penalty or premium, provided that all 
prepayments of Eurodollar Rate Loans prior to the end of the 
Interest Period relating thereto shall obligate the Borrower to pay 
any breakage costs associated with such Eurodollar Rate Loans in 
accordance with sect.4.10 hereof.  The Borrower shall give the 
Agent written notice, no later than 10:00 a.m., Boston time, on the 
Business Day of any proposed repayment pursuant to this sect.3.3 
of Base Rate Loans, and two (2) Eurodollar Business Days notice of 
any proposed repayment pursuant to this sect.3.3 of Eurodollar 
Rate Loans, in each case, specifying the proposed date of payment 
of such Syndicated Loans and the principal amount to be paid.  
Each such partial prepayment of the Loans shall be in an integral 
multiple of $500,000, shall be accompanied by the payment of 
accrued interest on the principal repaid to the date of payment and 
shall be applied first to the principal of Base Rate Loans and then 
to the principal of Eurodollar Rate Loans.  Each partial prepayment 
shall be allocated among the Banks, in proportion, as nearly as 
practicable, to the respective unpaid principal amount of each 
Bank's Syndicated Note, with adjustments to the extent practicable 
to equalize any prior repayments not exactly in proportion.
4.  CERTAIN GENERAL PROVISIONS.  
4.1.  Certain Fees.  
4.1.1. Closing Fee.  The Borrower agrees to pay to the 
Agent for the pro rata accounts of the Banks on the Closing 
Date a closing fee in the amount of $90,000.
4.1.2.  Agent's Fee.  The Borrower agrees to pay to the 
Agent the fees described in the letter dated as of the date 
hereof, between the Agent and the Borrower (the "Agent's 
Side Letter") in accordance with the terms and conditions 
thereof.
4.2.  Facility Fee.  The Borrower agrees to pay to the Agent 
for the accounts of the Banks in accordance with their respective 
Commitment Percentages a facility fee calculated at the rate of the 
Applicable Facility Fee Percentage on the average daily amount 
during each calendar quarter or portion thereof from the Closing 
Date to the Revolving Credit Loan Maturity Date of the Total 
Commitment during such calendar quarter.  The facility fee shall be 
payable quarterly in arrears on the first day of each calendar 
quarter for the immediately preceding calendar quarter 
commencing on the first such date following the date hereof, with a 
final payment on the Revolving Credit Maturity Date or any earlier 
date on which the Commitments shall terminate.
4.3.  Funds for Payments.  
4.3.1.  Payments to Agent.  All payments of principal, 
interest, commitment fees and any other amounts due 
hereunder or under any of the other Loan Documents shall be 
made to the Agent, for the respective accounts of the Banks 
and the Agent, at the Agent's Head Office or at such other 
location in the Boston, Massachusetts area that the Agent 
may from time to time designate, in each case in immediately 
available funds.
4.3.2.  No Offset, etc.  All payments by the Borrower 
hereunder and under any of the other Loan Documents shall 
be made without setoff or counterclaim and free and clear of 
and without deduction for any taxes, levies, imposts, duties, 
charges, fees, deductions, withholdings, compulsory loans, 
restrictions or conditions of any nature now or hereafter 
imposed or levied by any jurisdiction or any political 
subdivision thereof or taxing or other authority therein 
unless the Borrower is compelled by law to make such 
deduction or withholding.  If any such obligation is imposed 
upon the Borrower with respect to any amount payable by it 
hereunder or under any of the other Loan Documents, the 
Borrower will pay to the Agent, for the account of the Banks 
or (as the case may be) the Agent, on the date on which such 
amount is due and payable hereunder or under such other 
Loan Document, such additional amount in Dollars as shall 
be necessary to enable the Banks or the Agent to receive the 
same net amount which the Banks or the Agent would have 
received on such due date had no such obligation been 
imposed upon the Borrower.  The Borrower will deliver 
promptly to the Agent certificates or other valid vouchers for 
all taxes or other charges deducted from or paid with respect 
to payments made by the Borrower hereunder or under such 
other Loan Document.
4.4.  Computations.  All computations of interest on 
Competitive Bid Loans or Eurodollar Rate Loans and fees shall be 
based on a 360-day year and paid for the actual number of days 
elapsed.  All computations of interest on Base Rate Loans shall be 
based on a 365-day year and paid for the actual number of days 
elapsed.  Except as otherwise provided in the definition of the term 
"Interest Period" with respect to Eurodollar Rate Loans, whenever a 
payment hereunder or under any of the other Loan Documents 
becomes due on a day that is not a Business Day, the due date for 
such payment shall be extended to the next succeeding Business 
Day, and interest shall accrue during such extension.  The 
outstanding amount of the Loans as reflected on the Records from 
time to time shall be considered correct and binding on the 
Borrower unless within five (5) Business Days after the Borrower's 
receipt of any notice from the Agent or any of the Banks of such 
outstanding amount, the Borrower shall notify the Agent or such 
Bank to the contrary.
4.5.  Inability to Determine Eurodollar Rate.  In the 
event that, prior to the commencement of any Interest Period 
relating to any Eurodollar Rate Loan, the Agent shall determine 
that adequate and reasonable methods do not exist for ascertaining 
the Eurodollar Rate that would otherwise determine the rate of 
interest to be applicable to any Eurodollar Rate Loan during any 
Interest Period, the Agent shall forthwith give notice of such 
determination (which shall be conclusive and binding on the 
Borrower and the Banks) to the Borrower and the Banks.  In such 
event (i) any Loan Request or Conversion Request with respect to 
Eurodollar Rate Loans shall be automatically withdrawn and, shall 
be deemed a request for Base Rate Loans, (ii) each Eurodollar Rate 
Loan will automatically, on the last day of the then current Interest 
Period thereof, become a Base Rate Loan, and (iii) the obligations of 
the Banks to make Eurodollar Rate Loans shall be suspended until 
the Agent determines that the circumstances giving rise to such 
suspension no longer exist, whereupon the Agent shall so notify the 
Borrower and the Banks.
4.6.  Illegality.  Notwithstanding any other provisions 
herein, if any present or future law, regulation, treaty or directive 
or in the interpretation or application thereof shall make it 
unlawful for any Bank to make or maintain Eurodollar Rate Loans, 
such Bank shall forthwith give notice of such circumstances to the 
Borrower and the other Banks and thereupon (i) the commitment of 
such Bank to make Eurodollar Rate Loans or convert Loans of 
another Type to Eurodollar Rate Loans shall forthwith be 
suspended and (ii) such Bank's Syndicated Loans then outstanding 
as Eurodollar Rate Loans, if any, shall be converted automatically 
to Base Rate Loans on the last day of each Interest Period 
applicable to such Eurodollar Rate Loans or within such earlier 
period as may be required by law.  The Borrower hereby agrees 
promptly to pay the Agent for the account of such Bank, upon 
demand by such Bank, any additional amounts necessary to 
compensate such Bank for any costs incurred by such Bank in 
making any conversion in accordance with this sect.4.6, including 
any interest or fees payable by such Bank to lenders of funds 
obtained by it in order to make or maintain its Eurodollar Rate 
Loans hereunder.
4.7.  Additional Costs, etc.  If any present or future 
applicable law, which expression, as used herein, includes statutes, 
rules and regulations thereunder and interpretations thereof by any 
competent court or by any governmental or other regulatory body or 
official charged with the administration or the interpretation 
thereof and requests, directives, instructions and notices at any 
time or from time to time hereafter made upon or otherwise issued 
to any Bank or the Agent by any central bank or other fiscal, 
monetary or other authority (whether or not having the force of 
law), shall:
(a)  subject any Bank or the Agent to any tax, levy, 
impost, duty, charge, fee, deduction or withholding of any 
nature with respect to this Credit Agreement, the other Loan 
Documents, such Bank's Commitment or the Loans (other 
than taxes based upon or measured by the income or profits 
of such Bank or the Agent), or
(b)  materially change the basis of taxation (except for 
changes in taxes on income or profits) of payments to any 
Bank of the principal of or the interest on any Loans or any 
other amounts payable to any Bank or the Agent under this 
Credit Agreement or the other Loan Documents, or
(c)  impose or increase or render applicable (other than 
to the extent specifically provided for elsewhere in this Credit 
Agreement) any special deposit, reserve, assessment, 
liquidity, capital adequacy or other similar requirements 
(whether or not having the force of law) against assets held 
by, or deposits in or for the account of, or loans by, or 
commitments of an office of any Bank, or
(d)  impose on any Bank or the Agent any other 
conditions or requirements with respect to this Credit 
Agreement, the other Loan Documents, the Loans, such 
Bank's Commitment, or any class of loans or commitments of 
which any of the Loans or such Bank's Commitment forms a 
part, and the result of any of the foregoing is
(i)  to increase the cost to any Bank of making, 
funding, issuing, renewing, extending or maintaining 
any of the Loans or such Bank's Commitment, or
(ii)  to reduce the amount of principal, interest or 
other amount payable to such Bank or the Agent 
hereunder on account of such Bank's Commitment or 
any of the Loans, or
(iii)  to require such Bank or the Agent to make 
any payment or to forego any interest or other sum 
payable hereunder, the amount of which payment or 
foregone interest or other sum is calculated by 
reference to the gross amount of any sum receivable or 
deemed received by such Bank or the Agent from the 
Borrower hereunder,
then, and in each such case, the Borrower will, upon demand made 
by such Bank or (as the case may be) the Agent at any time and 
from time to time and as often as the occasion therefor may arise, 
pay to such Bank or the Agent such additional amounts as will be 
sufficient to compensate such Bank or the Agent for such additional 
cost, reduction, payment or foregone interest or other sum.
4.8.  Capital Adequacy.  If after the date hereof any Bank 
or the Agent determines that (i) the adoption of or change in any 
law, governmental rule, regulation, policy, guideline or directive 
(whether or not having the force of law) regarding capital 
requirements for banks or bank holding companies or any change in 
the interpretation or application thereof by a court or governmental 
authority with appropriate jurisdiction, or (ii) compliance by such 
Bank or the Agent or any corporation controlling such Bank or the 
Agent with any law, governmental rule, regulation, policy, 
guideline or directive (whether or not having the force of law) of any 
such entity regarding capital adequacy, has the effect of reducing 
the return on such Bank's or the Agent's commitment with respect 
to any Loans to a level below that which such Bank or the Agent 
could have achieved but for such adoption, change or compliance 
(taking into consideration such Bank's or the Agent's then existing 
policies with respect to capital adequacy and assuming full 
utilization of such entity's capital) by any amount deemed by such 
Bank or (as the case may be) the Agent to be material, then such 
Bank or the Agent may notify the Borrower of such fact.  To the 
extent that the amount of such reduction in the return on capital is 
not reflected in the Base Rate, the Borrower agrees to pay such 
Bank or (as the case may be) the Agent the amount of such 
reduction in the return on capital as and when such reduction is 
determined upon presentation by such Bank or (as the case may be) 
the Agent of a certificate in accordance with sect.4.9 hereof.  Each 
Bank shall allocate such cost increases among its customers in good 
faith and on an equitable basis.
4.9.  Certificate.  A certificate setting forth any additional 
amounts payable pursuant to sect.4.7 or 4.8 and a brief explanation 
of such amounts which are due, submitted by any Bank or the 
Agent to the Borrower, shall be conclusive, absent manifest error, 
that such amounts are due and owing.
4.10.  Indemnity.  The Borrower agrees to indemnify each 
Bank and to hold each Bank harmless from and against any loss, 
cost or expense (including loss of anticipated profits) that such 
Bank may sustain or incur as a consequence of (i) default by the 
Borrower in payment of the principal amount of or any interest on 
any Eurodollar Rate Loans or Competitive Bid Rate Loans as and 
when due and payable, including any such loss or expense arising 
from interest or fees payable by such Bank to lenders of funds 
obtained by it in order to maintain its Eurodollar Rate Loans or 
Competitive Bid Rate Loans, (ii) default by the Borrower in making 
a borrowing after the Borrower has given (or is deemed to have 
given) a Loan Request or a Conversion Request relating thereto in 
accordance with sect.2.2 or sect.2.8 or a Notice of Competitive Bid 
Borrowing in accordance with sect.2.3.1(f) hereof, or (iii) the making 
of any payment of a Eurodollar Rate Loan or Competitive Bid Rate 
Loan or the making of any conversion of any such Eurodollar Rate 
Loan to a Base Rate Loan on a day that is not the last day of the 
applicable Interest Period with respect thereto, including interest or 
fees payable by such Bank to lenders of funds obtained by it in 
order to maintain any such Loans.
4.11.  Interest After Default.  
4.11.1.  Overdue Amounts.  Overdue principal and (to 
the extent permitted by applicable law) interest on the Loans 
and all other overdue amounts payable hereunder or under 
any of the other Loan Documents shall bear interest 
compounded monthly and payable on demand at a rate per 
annum equal to four percent (4%) above the Base Rate until 
such amount shall be paid in full (after as well as before 
judgment).
4.11.2.  Amounts Not Overdue.  During the continuance 
of a Default or an Event of Default the principal of the Loans 
not overdue shall, until such Default or Event of Default has 
been cured or remedied or such Default or Event of Default 
has been waived by the Majority Banks pursuant to sect.24, 
bear interest at a rate per annum equal to the greater of (i) 
four percent (4%) above the rate of interest otherwise 
applicable to such Loans or (ii) the rate of interest applicable 
to overdue principal pursuant to sect.4.11.1.
4.12.  Guaranties.  The payment and performance of the 
Obligations shall be guaranteed by each Subsidiary of the Borrower 
which becomes a party to a Guaranty pursuant to sect. 7.5.1 or sect. 
7.11.
5.  REPRESENTATIONS AND WARRANTIES.  
The Borrower represents and warrants to the Banks and the 
Agent as follows:
5.1.  Corporate Authority.  
5.1.1.  Incorporation; Good Standing.  Each of the 
Borrower and its Subsidiaries (i) is a corporation duly 
organized, validly existing and in good standing under the 
laws of its state of incorporation, (ii) has all requisite 
corporate power to own its property and conduct its business 
as now conducted and as presently contemplated, and (iii) is 
in good standing as a foreign corporation and is duly 
authorized to do business in each jurisdiction where such 
qualification is necessary except where a failure to be so 
qualified would not have a materially adverse effect on the 
business, assets or financial condition of the Borrower or its 
Subsidiaries.
5.1.2.  Authorization.  The execution, delivery and 
performance of this Credit Agreement and the other Loan 
Documents to which the Borrower or any of its Subsidiaries is 
or is to become a party and the transactions contemplated 
hereby and thereby (i) are within the corporate authority of 
such Person, (ii) have been duly authorized by all necessary 
corporate proceedings, (iii) do not conflict with or result in 
any breach or contravention of any provision of law, statute, 
rule or regulation to which the Borrower or any of its 
Subsidiaries is subject or any judgment, order, writ, 
injunction, license or permit applicable to the Borrower or 
any of its Subsidiaries and (iv) do not conflict with any 
provision of the corporate charter or bylaws of, or any 
agreement or other instrument binding upon, the Borrower or 
any of its Subsidiaries other than the Revolving Credit 
Agreement referred to in sect.9.10, which agreement will be 
terminated on the Closing Date and the Obligations with 
respect to which will be repaid in full on the Closing Date.
5.1.3.  Enforceability.  The execution and delivery of 
this Credit Agreement and the other Loan Documents to 
which the Borrower or any of its Subsidiaries is or is to 
become a party will result in valid and legally binding 
obligations of such Person enforceable against it in 
accordance with the respective terms and provisions hereof 
and thereof, except as enforceability is limited by bankruptcy, 
insolvency, reorganization, moratorium or other laws relating 
to or affecting generally the enforcement of creditors' rights 
and except to the extent that availability of the remedy of 
specific performance or injunctive relief is subject to the 
discretion of the court before which any proceeding therefor 
may be brought.
5.2.  Governmental Approvals.  The execution, delivery 
and performance by the Borrower and any of its Subsidiaries of this 
Credit Agreement and the other Loan Documents to which the 
Borrower or any of its Subsidiaries is or is to become a party and 
the transactions contemplated hereby and thereby do not require 
the approval or consent of, or filing with, any governmental agency 
or authority other than those already obtained.
5.3.  Title to Properties; Leases.  Except as indicated on 
Schedule 5.3 hereto, the Borrower and its Subsidiaries own all of 
the assets reflected in the consolidated balance sheet of the 
Borrower and its Subsidiaries as at the Balance Sheet Date or 
acquired since that date (except property and assets sold or 
otherwise disposed of in the ordinary course of business since that 
date), subject to no rights of others, including any mortgages, 
leases, conditional sales agreements, title retention agreements, 
liens or other encumbrances except Permitted Liens.
5.4.  Financial Statements.  There has been furnished to 
the Agent a consolidated balance sheet of the Borrower and its 
Subsidiaries as at the Balance Sheet Date, and a consolidated 
statement of income for the fiscal year then ended, including the 
opinion thereof expressed by and signed by the Borrower's 
independent certified public accountants.  Such balance sheet and 
statement of income have been prepared in accordance with 
generally accepted accounting principles and fairly present the 
financial condition of the Borrower as at the close of business on the 
date thereof and the results of operations for the fiscal year then 
ended.  There are no contingent liabilities of the Borrower or any of 
its Subsidiaries as of such date involving material amounts, known 
to the Borrower not disclosed in said balance sheet and the related 
notes thereto.
5.5.  No Material Changes, etc.  Since the Balance Sheet 
Date there has occurred no materially adverse change in the 
financial condition or business of the Borrower and its Subsidiaries 
as shown on or reflected in the consolidated balance sheet of the 
Borrower and its Subsidiaries as at the Balance Sheet Date, or the 
consolidated statement of income for the fiscal year then ended, 
other than changes in the ordinary course of business that have not 
had any materially adverse effect on the business or financial 
condition of the Borrower and its Subsidiaries on a consolidated 
basis.  Except as set forth on Schedule 5.5 hereto, the Borrower has 
not, since the Balance Sheet Date, made any Distributions.
5.6.  Franchises, Patents, Copyrights, etc.  Each of the 
Borrower and its Subsidiaries possesses all franchises, patents, 
copyrights, trademarks, trade names, licenses and permits, and 
rights in respect of the foregoing, adequate for the conduct of its 
business substantially as now conducted without known conflict 
with any rights of others.
5.7.  Litigation.  There are no actions, suits, proceedings or 
investigations of any kind pending or threatened against the 
Borrower or any of its Subsidiaries before any court, tribunal or 
administrative agency or board that, if adversely determined, 
might, in any case materially adversely affect the properties, assets, 
financial condition or business of the Borrower and its Subsidiaries 
on a consolidated basis or materially impair the right of the 
Borrower and its Subsidiaries, considered as a whole, to carry on 
business substantially as now conducted by them, or result in any 
substantial liability not adequately covered by insurance, or for 
which adequate reserves are not maintained on the consolidated 
balance sheet of the Borrower, or which question the validity of this 
Credit Agreement or any of the other Loan Documents, or any 
action taken or to be taken pursuant hereto or thereto.
5.8.  No Materially Adverse Contracts, etc.  Neither the 
Borrower nor any of its Subsidiaries is subject to any charter, 
corporate or other legal restriction, or any judgment, decree, order, 
rule or regulation that has or is expected in the future to have a 
materially adverse effect on the business, assets or financial 
condition of the Borrower and of its Subsidiaries on a consolidated 
basis.  Neither the Borrower nor any of its Subsidiaries is a party to 
any contract or agreement that has or is expected, in the judgment 
of the Borrower's officers, to have any materially adverse effect on 
the business of the Borrower and its Subsidiaries on a consolidated 
basis.
5.9.  Compliance With Other Instruments, Laws, 
etc.  Neither the Borrower nor any of its Subsidiaries is in violation 
of any provision of its charter documents, bylaws, or any agreement 
or instrument to which it may be subject or by which it or any of its 
properties may be bound or any decree, order, judgment, statute, 
license, rule or regulation, in any of the foregoing cases in a manner 
that could result in the imposition of substantial penalties or 
materially and adversely affect the financial condition, properties 
or business of the Borrower and its Subsidiaries on a consolidated 
basis.
5.10.  Tax Status.  The Borrower and its Subsidiaries (i) 
have made or filed all federal and state income and all other tax 
returns, reports and declarations required by any jurisdiction to 
which any of them is subject, (ii) have paid all taxes and other 
governmental assessments and charges shown or determined to be 
due on such returns, reports and declarations, except those being 
contested in good faith and by appropriate proceedings and (iii) 
have set aside on their books provisions reasonably adequate for the 
payment of all taxes for periods subsequent to the periods to which 
such returns, reports or declarations apply.  There are no unpaid 
taxes in any material amount claimed to be due by the taxing 
authority of any jurisdiction, and the Borrower knows of no basis 
for any such claim.
5.11.  No Event of Default.  No Default or Event of Default 
has occurred and is continuing.
5.12.  Holding Company and Investment Company 
Acts.  Neither the Borrower nor any of its Subsidiaries is a "holding 
company", or a "subsidiary company" of a "holding company", or an 
affiliate" of a "holding company", as such terms are defined in the 
Public Utility Holding Company Act of 1935; nor is it an 
"investment company", or an "affiliated company" or a "principal 
underwriter" of an "investment company", as such terms are defined 
in the Investment Company Act of 1940.
5.13.  Absence of Financing Statements, etc.  Except with 
respect to Permitted Liens, there is no financing statement, security 
agreement, chattel mortgage, real estate mortgage or other 
document filed or recorded with any filing records, registry, or other 
public office, that purports to cover, affect or give notice of any 
present or possible future lien on, or security interest in, any assets 
or property of the Borrower or any of its Subsidiaries or rights 
thereunder.
5.14.  Chief Executive Office.  The Borrower's chief 
executive office is located at 500 Main Street, Groton, 
Massachusetts 01471.
5.15.  Certain Transactions.  Except as set forth on 
Schedule 5.15, none of the officers, directors, or employees of the 
Borrower or any of its Subsidiaries is presently a party to any 
transaction with the Borrower or any of its Subsidiaries (other than 
for services as employees, officers and directors), including any 
contract, agreement or other arrangement providing for the 
furnishing of services to or by, providing for rental of real or 
personal property to or from, or otherwise requiring payments to or 
from any officer, director or such employee or, to the knowledge of 
the Borrower, any corporation, partnership, trust or other entity in 
which any officer, director, or any such employee has a substantial 
interest or is an officer, director, trustee or partner.
5.16.  Employee Benefit Plans.  
5.16.1.  In General.  Each Employee Benefit Plan has 
been maintained and operated in compliance in all material 
respects with the provisions of ERISA and, to the extent 
applicable, the Code, including but not limited to the 
provisions thereunder respecting prohibited transactions.  
The Borrower has heretofore delivered to the Agent the most 
recently completed annual report, Form 5500, with all 
required attachments, and actuarial statement required to be 
submitted under sect.103(d) of ERISA, with respect to each 
Guaranteed Pension Plan.
5.16.2.  Terminability of Welfare Plans.  Under each 
Employee Benefit Plan which is an employee welfare benefit 
plan within the meaning of sect.3(1) or sect.3(2)(B) of ERISA, 
no benefits are due unless the event giving rise to the benefit 
entitlement occurs prior to plan termination (except as 
required by Title I, Part 6 of ERISA). The Borrower or an 
ERISA Affiliate, as appropriate, may terminate each such 
Plan at any time (or at any time subsequent to the expiration 
of any applicable bargaining agreement) in the discretion of 
the Borrower or such ERISA Affiliate without liability to any 
Person.
5.16.3.  Guaranteed Pension Plans.  Each contribution 
required to be made to a Guaranteed Pension Plan, whether 
required to be made to avoid the incurrence of an 
accumulated funding deficiency, the notice or lien provisions 
of sect.302(f) of ERISA, or otherwise, has been timely made.  
No waiver of an accumulated funding deficiency or extension 
of amortization periods has been received with respect to any 
Guaranteed Pension Plan.  No liability to the PBGC (other 
than required insurance premiums, all of which have been 
paid) has been incurred by the Borrower or any ERISA 
Affiliate with respect to any Guaranteed Pension Plan and 
there has not been any ERISA Reportable Event, or any other 
event or condition which presents a material risk of 
termination of any Guaranteed Pension Plan by the PBGC.  
Based on the latest valuation of each Guaranteed Pension 
Plan (which in each case occurred within twelve months of 
the date of this representation), and on the actuarial methods 
and assumptions employed for that valuation, the aggregate 
benefit liabilities of all such Guaranteed Pension Plans 
within the meaning of sect.4001 of ERISA did not exceed the 
aggregate value of the assets of all such Guaranteed Pension 
Plans, disregarding for this purpose the benefit liabilities and 
assets of any Guaranteed Pension Plan with assets in excess 
of benefit liabilities.
5.16.4.  Multiemployer Plans.  Neither the Borrower nor 
any ERISA Affiliate has incurred any material liability 
(including secondary liability) to any Multiemployer Plan as a 
result of a complete or partial withdrawal from such 
Multiemployer Plan under sect.4201 of ERISA or as a result 
of a sale of assets described in sect.4204 of ERISA.  Neither 
the Borrower nor any ERISA Affiliate has been notified that 
any Multiemployer Plan is in reorganization or insolvent 
under and within the meaning of sect.4241 or sect.4245 of 
ERISA or that any Multiemployer Plan intends to terminate 
or has been terminated under sect.4041A of ERISA.
5.17.  Purpose of Loans; Regulations U and X.  The 
proceeds of the Loans shall be used (a)(i) to finance acquisitions 
permitted by sect.7.5, and (ii) to finance repurchases of the 
Borrower's common stock and other Distributions to the extent 
permitted by sect.7.4 and (b) for working capital and general 
corporate purposes.  No portion of any Loan is to be used, except as 
otherwise permitted herein, for the purpose of purchasing or 
carrying any "margin security" or "margin stock" as such terms are 
used in Regulations U and X of the Board of Governors of the 
Federal Reserve System, 12 C.F.R. Parts 221 and 224, nor is any 
portion of any Loan to be used in any manner which, after giving 
effect to sect.7.5.1 and Permitted Acquisitions or to sect.7.11 or 
otherwise, would be in violation of such Regulations U or X.
5.18.  Environmental Compliance.  The Borrower has 
taken all necessary steps to investigate the past and present 
condition and usage of the Real Estate and the operations 
conducted thereon and, based upon such diligent investigation, has 
determined that:
(a)  none of the Borrower, its Subsidiaries or any 
operator of the Real Estate or any operations thereon is in 
violation, or alleged violation, of any judgment, decree, order, 
law, license, rule or regulation pertaining to environmental 
matters, including without limitation, those arising under the 
Resource Conservation and Recovery Act ("RCRA"), the 
Comprehensive Environmental Response, Compensation and 
Liability Act of 1980 as amended ("CERCLA"), the Superfund 
Amendments and Reauthorization Act of 1986 ("SARA"), the 
Federal Clean Water Act, the Federal Clean Air Act, the 
Toxic Substances Control Act, or any state or local statute, 
regulation, ordinance, order or decree relating to health, 
safety or the environment (hereinafter "Environmental 
Laws"), which violation would have a material adverse effect 
on the environment or the business, assets or financial 
condition of the Borrower and its Subsidiaries on a 
consolidated basis;
(b)  except as set forth on Schedule 5.18 attached 
hereto: neither the Borrower nor any of its Subsidiaries has 
received notice from any third party including, without 
limitation, any federal, state or local governmental authority, 
(i) that any one of them has been identified by the United 
States Environmental Protection Agency ("EPA") as a 
potentially responsible party under CERCLA with respect to 
a site listed on the National Priorities List, 40 C.F.R. Part 
300 Appendix B; (ii) that any hazardous waste, as defined by 
42 U.S.C. sect.6903(5), any hazardous substances as defined 
by 42 U.S.C. sect.9601(14), any pollutant or contaminant as 
defined by 42 U.S.C. sect.9601(33) and any toxic substances, 
oil or hazardous materials or other chemicals or substances 
regulated by any Environmental Laws ("Hazardous 
Substances") which any one of them has generated, 
transported or disposed of has been found at any site at 
which a federal, state or local agency or other third party has 
conducted or has ordered that the Borrower or any of its 
Subsidiaries conduct a remedial investigation, removal or 
other response action pursuant to any Environmental Law; or 
(iii) that it is or shall be a named party to any claim, action, 
cause of action, complaint, or legal or administrative 
proceeding (in each case, contingent or otherwise) arising out 
of any third party's incurrence of costs, expenses, losses or 
damages of any kind whatsoever in connection with the 
release of Hazardous Substances;
(c)  except as set forth on Schedule 5.18 attached 
hereto: (i) no portion of the Real Estate has been used for the 
handling, processing, storage or disposal of Hazardous 
Substances except in accordance with applicable 
Environmental Laws; and no underground tank or other 
underground storage receptacle for Hazardous Substances is 
located on any portion of the Real Estate; (ii) in the course of 
any activities conducted by the Borrower, its Subsidiaries or 
operators of its properties, no Hazardous Substances have 
been generated or are being used on the Real Estate except in 
accordance with applicable Environmental Laws; (iii) there 
have been no releases (i.e. any past or present releasing, 
spilling, leaking, pumping, pouring, emitting, emptying, 
discharging, injecting, escaping, disposing or dumping) or 
threatened releases of Hazardous Substances on, upon, into 
or from the properties of the Borrower or its Subsidiaries, 
which releases would have a material adverse effect on the 
value of any of the Real Estate or adjacent properties or the 
environment; (iv) to the best of the Borrower's knowledge, 
there have been no releases on, upon, from or into any real 
property in the vicinity of any of the Real Estate which, 
through soil or groundwater contamination, may have come 
to be located on, and which would have a material adverse 
effect on the value of, the Real Estate; and (v) in addition, 
any Hazardous Substances that have been generated on any 
of the Real Estate have been transported offsite only by 
carriers having an identification number issued by the EPA, 
treated or disposed of only by treatment or disposal facilities 
maintaining valid permits as required under applicable 
Environmental Laws, which transporters and facilities have 
been and are, to the best of the Borrower's knowledge, 
operating in compliance with such permits and applicable 
Environmental Laws; and
(d)  None of the Borrower and its Subsidiaries, or any 
of the other Real Estate is subject to any applicable 
environmental law requiring the performance of Hazardous 
Substances site assessments, or the removal or remediation of 
Hazardous Substances, or the giving of notice to any 
governmental agency or the recording or delivery to other 
Persons of an environmental disclosure document or 
statement by virtue of the transactions set forth herein and 
contemplated hereby, or as a condition to the recording of any 
Mortgage or to the effectiveness of any other transactions 
contemplated hereby.
5.19.  Subsidiaries, etc.  Schedule 5.19 hereto sets forth all 
Subsidiaries of the Borrower.  Except as set forth on Schedule 5.19 
hereto, neither the Borrower nor any Subsidiary of the Borrower is 
engaged in any joint venture or partnership with any other person.  
Except for domestic Subsidiaries of the Borrower which are party to 
a Guaranty, no domestic Subsidiary of the Borrower is presently 
engaged in business activities of any kind or nature (except that 
such Subsidiary may have qualified to do business in a foreign 
jurisdiction), (b) has a net worth or assets of more than a de 
minimus value or (c) has issued any capital stock to any person 
other than the Borrower or a Subsidiary of the Borrower.
5.20.  Disclosure.  No representation or warranty made by 
the Borrower or any of its Subsidiaries in this Credit Agreement or 
any agreement, instrument, document, certificate or other written 
statement furnished to the Agent or any Bank by or on behalf of the 
Borrower or any of its Subsidiaries in connection with any of the 
transactions contemplated by any of the Loan Documents contains 
any untrue statement of a material fact or omits to state a material 
fact necessary in order to make the statements contained therein 
not misleading in light of the circumstances in which they are 
made.
5.21.  Fiscal Year.  Each of the Borrower and its 
Subsidiaries has a fiscal year which ends during June of each 
calendar year and fiscal quarters which end during September, 
December and March of each calendar year.
5.22.  Solvency.  The Borrower and its subsidiaries on a 
consolidated basis (both before and after giving effect to the 
transactions contemplated by the Credit Agreement and the other 
Loan Documents (i) is solvent, (ii) has assets having a fair value in 
excess of its liabilities, (iii) has assets having a fair value in excess 
of the amount required to pay its liabilities on its debts as they 
become due and matured, and (iv) has, and expects to continue to 
have, access to adequate capital for the conduct of its business and 
the ability to pay its debts as they mature.
6.  AFFIRMATIVE COVENANTS OF THE BORROWER.  
The Borrower covenants and agrees that, so long as any Loan 
or Note is outstanding or any Bank has any obligation to make any 
Loans:
6.1.  Punctual Payment.  The Borrower will duly and 
punctually pay or cause to be paid the principal and interest on the 
Loans and the closing fees, facility fees and Agent's fee provided for 
in this Credit Agreement, all in accordance with the terms of this 
Credit Agreement and the Notes.
6.2.  Maintenance of Office.  The Borrower will maintain 
its chief executive office in Groton, Massachusetts, or at such other 
place in the United States of America as the Borrower shall 
designate upon written notice to the Agent, where notices, 
presentations and demands to or upon the Borrower in respect of 
the Loan Documents may be given or made.
6.3. Records and Accounts.  The Borrower will (a) keep, 
and cause each of its Subsidiaries to keep, true and accurate 
records and books of account in which full, true and correct entries 
will be made in accordance with generally accepted accounting 
principles; (b) maintain adequate accounts and reserves for all 
taxes (including income taxes), depreciation, depletion, obsolescence 
and amortization of its properties and the properties of its 
Subsidiaries, contingencies, and other reserves; and (c) will at all 
times have engaged Deloitte & Touche, LLP or other independent 
certified public accountants satisfactory to the Agent as its 
accountants, with no more than thirty (30) days elapsing between 
the termination of any such accountants as the Borrower's 
accountants and the engagement of successor accountants 
satisfactory to the Agent.
6.4.  Financial Statements, Certificates and 
Information.  The Borrower will deliver to each of the Banks:
(a)  as soon as practicable, but in any event not later 
than ninety (90) days after the end of each fiscal year of the 
Borrower, the consolidated balance sheet of the Borrower and 
its Subsidiaries and the consolidating balance sheet of the 
Borrower and its Subsidiaries, each as at the end of such 
year, and the related consolidated statement of income and 
consolidated statement of cash flow and consolidating 
statement of income and consolidating statement of cash flow 
for such year, each setting forth in comparative form the 
figures for the previous fiscal year and all such consolidated 
and consolidating statements to be in reasonable detail, 
prepared in accordance with generally accepted accounting 
principles, and certified without qualification by Deloitte & 
Touche LLP or by other independent certified public 
accountants satisfactory to the Agent together with a written 
statement from such accountants to the effect that they have 
read a copy of this Credit Agreement, and that, in making the 
examination necessary to said certification, they have 
obtained no knowledge of any Default or Event of Default, or, 
if such accountants shall have obtained knowledge of any 
then existing Default or Event of Default they shall disclose 
in such statement any such Default or Event of Default; 
provided that such accountants shall not be liable to the 
Banks for failure to obtain knowledge of any Default or Event 
of Default;
(b)  as soon as practicable, but in any event not later 
than forty-five (45) days after the end of each of the fiscal 
quarters of the Borrower, copies of the unaudited 
consolidated balance sheet of the Borrower and its 
Subsidiaries and the unaudited consolidating balance sheet 
of the Borrower and its Subsidiaries, each as at the end of 
such quarter, and the related consolidated statement of 
income and consolidated statement of cash flow and 
consolidating statement of income and consolidating 
statement of cash flow for the portion of the Borrower's fiscal 
year then elapsed, all in reasonable detail and prepared in 
accordance with generally accepted accounting principles, 
together with a certification by the principal financial or 
accounting officer of the Borrower that the information 
contained in such financial statements fairly presents the 
financial position of the Borrower and its Subsidiaries on the 
date thereof (subject to year-end adjustments);
(c)  simultaneously with the delivery of the financial 
statements referred to in subsections (a) and (b) above, a 
statement certified by the principal financial or accounting 
officer of the Borrower in substantially the form of Exhibit G 
hereto and setting forth in reasonable detail computations 
evidencing compliance with the covenants contained in sect.8 
and (if applicable) reconciliations to reflect changes in 
generally accepted accounting principles since the Balance 
Sheet Date;
(d)  contemporaneously with the filing or mailing 
thereof, copies of all material of a financial nature filed with 
the Securities and Exchange Commission or sent to the 
stockholders of the Borrower; and
(e)  from time to time such other financial data and 
information (including accountants' management letters) as 
the Agent or any Bank may reasonably request.
6.5.  Notices.  
6.5.1.  Defaults.  The Borrower will promptly notify the 
Agent and each of the Banks in writing of the occurrence of 
any Default or Event of Default.  If any Person shall give any 
notice or take any other action in respect of a claimed default 
(whether or not constituting an Event of Default) under this 
Credit Agreement or any other note, evidence of 
indebtedness, indenture or other obligation to which or with 
respect to which the Borrower or any of its Subsidiaries is a 
party or obligor, whether as principal or surety, the Borrower 
shall forthwith give written notice thereof to each of the 
Banks, describing the notice or action and the nature of the 
claimed default.
6.5.2.  Environmental Events.  The Borrower will 
promptly give notice to the Agent (i) of any violation of any 
Environmental Law that the Borrower or any of its 
Subsidiaries reports in writing or is reportable by such 
Person in writing (or for which any written report 
supplemental to any oral report is made) to any federal, state 
or local environmental agency and (ii) upon becoming aware 
thereof, of any inquiry, proceeding, investigation, or other 
action, including a notice from any agency of potential 
environmental liability, of any federal, state or local 
environmental agency or board, that has the potential to 
materially affect the assets, liabilities, financial conditions or 
operations of the Borrower and its Subsidiaries on a 
consolidated basis.
6.5.3. Notice of Litigation and Judgments.  The 
Borrower will, and will cause each of its Subsidiaries to, give 
notice to the Agent in writing within fifteen (15) days of 
becoming aware of any litigation or proceedings threatened in 
writing or any pending litigation and proceedings affecting 
the Borrower or any of its Subsidiaries or to which the 
Borrower or any of its Subsidiaries is or becomes a party 
involving an uninsured claim against the Borrower or any of 
its Subsidiaries that could reasonably be expected to have a 
materially adverse effect on the Borrower and its 
Subsidiaries on a consolidated basis and stating the nature 
and status of such litigation or proceedings.  The Borrower 
will, and will cause each of its Subsidiaries to, give notice to 
the Agent, in writing, in form and detail satisfactory to the 
Agent, within ten (10) days of any judgment not covered by 
insurance, final or otherwise, against the Borrower or any of 
its Subsidiaries in an amount in excess of $1,000,000.
6.6.  Corporate Existence; Maintenance of 
Properties.  The Borrower will do or cause to be done all things 
necessary to preserve and keep in full force and effect its corporate 
existence, rights and franchises and those of its Subsidiaries and 
will not, and will not cause or permit any of its Subsidiaries to, 
convert to a limited liability company or limited liability 
partnership.  The Borrower (i) will cause all of its properties and 
those of its Subsidiaries used or useful in the conduct of its business 
or the business of its Subsidiaries to be maintained and kept in 
good condition, repair and working order and supplied with all 
necessary equipment, (ii) will cause to be made all necessary 
repairs, renewals, replacements, betterments and improvements 
thereof, all as in the judgment of the Borrower may be necessary so 
that the business carried on in connection therewith may be 
properly and advantageously conducted at all times, and (iii) will, 
and will cause each of its Subsidiaries to, continue to engage 
primarily in the businesses now conducted by them and in related 
businesses; provided that nothing in this sect.6.6 shall prevent the 
Borrower from discontinuing the operation and maintenance of any 
of its properties or those of its Subsidiaries or terminating the 
corporate existence of any Subsidiary if such discontinuance or 
termination is, in the judgment of the Borrower, desirable in the 
conduct of its or their business and that do not in the aggregate 
materially adversely affect the business of the Borrower and its 
Subsidiaries on a consolidated basis.
6.7.  Insurance.  The Borrower will, and will cause each of 
its Subsidiaries to, maintain with financially sound and reputable 
insurers insurance with respect to its properties and business 
against such casualties and contingencies as shall be in accordance 
with the general practices of businesses engaged in similar 
activities in similar geographic areas and in amounts, containing 
such terms, in such forms and for such periods as may be 
reasonable and prudent.
6.8.  Taxes.  The Borrower will, and will cause each of its 
Subsidiaries to, duly pay and discharge, or cause to be paid and 
discharged, before the same shall become overdue, all taxes, 
assessments and other governmental charges (other than taxes, 
assessments and other governmental charges imposed by foreign 
jurisdictions that in the aggregate are not material to the business 
or assets of the Borrower on an individual basis or of the Borrower 
and its Subsidiaries on a consolidated basis) imposed upon it and 
its real properties, sales and activities, or any part thereof, or upon 
the income or profits therefrom, as well as all claims for labor, 
materials, or supplies that if unpaid might by law become a lien or 
charge upon any of its property; provided that any such tax, 
assessment, charge, levy or claim need not be paid if the validity or 
amount thereof shall currently be contested in good faith by 
appropriate proceedings and if the Borrower or such Subsidiary 
shall have set aside on its books adequate reserves with respect 
thereto; and provided further that the Borrower and each 
Subsidiary of the Borrower will pay all such taxes, assessments, 
charges, levies or claims forthwith upon the commencement of 
proceedings to foreclose any lien that may have attached as security 
therefor.
6.9.  Inspection of Properties and Books, etc.  
6.9.1.  General.  The Borrower shall permit the Banks, 
through the Agent or any of the Banks' other designated 
representatives, to visit and inspect any of the properties of 
the Borrower or any of its Subsidiaries to examine the books 
of account of the Borrower and its Subsidiaries (and to make 
copies thereof and extracts therefrom), to conduct periodic 
commercial finance examinations, and to discuss the affairs, 
finances and accounts of the Borrower and its Subsidiaries 
with, and to be advised as to the same by, its and their 
officers, all at such reasonable times and intervals as the 
Agent or any Bank may reasonably request.
6.9.2.  Communication with Accountants.  The Borrower 
authorizes the Agent and, if accompanied by the Agent, the 
Banks to communicate directly with the Borrower's 
independent certified public accountants following advance 
notice to the Borrower offering the Borrower the opportunity 
to be part of any oral communication with such accountants 
and authorizes such accountants to disclose to the Agent and 
the Banks any and all financial statements and other 
supporting financial documents and schedules including 
copies of any management letter with respect to the business, 
financial condition and other affairs of the Borrower or any of 
its Subsidiaries.  At the request of the Agent, the Borrower 
shall deliver a letter addressed to such accountants 
instructing them to comply with the provisions of this 
sect.6.9.2.
6.10.  Compliance with Laws, Contracts, Licenses, and 
Permits.  The Borrower will, and will cause each of its Subsidiaries 
to, comply with (i) the applicable laws and regulations wherever its 
business is conducted, including all Environmental Laws, (ii) the 
provisions of its charter documents and by-laws, (iii) all agreements 
and instruments by which it or any of its properties may be bound 
and (iv) all applicable decrees, orders, and judgments.  If at any 
time while any Loan or Note is outstanding or either Bank has any 
obligation to make Loans hereunder, any authorization, consent, 
approval, permit or license from any officer, agency or 
instrumentality of any government shall become necessary or 
required in order that the Borrower may fulfill any of its obligations 
hereunder, the Borrower will immediately take or cause to be taken 
all reasonable steps within the power of the Borrower to obtain such 
authorization, consent, approval, permit or license and furnish the 
Banks with evidence thereof.
6.11.  Employee Benefit Plans.  The Borrower will (i) 
promptly upon filing the same with the Department of Labor or 
Internal Revenue Service, furnish to the Agent a copy of the most 
recent actuarial statement required to be submitted under 
sect.103(d) of ERISA and Annual Report, Form 5500, with all 
required attachments, in respect of each Guaranteed Pension Plan 
and (ii) promptly upon receipt or dispatch, furnish to the Agent any 
notice, report or demand sent or received in respect of a Guaranteed 
Pension Plan under sect.sect.302, 4041, 4042, 4043, 4063, 4065, 
4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, 
under sect.sect.4041A, 4202, 4219, 4242, or 4245 of ERISA.
6.12.  Use of Proceeds.  The Borrower will use the proceeds 
of the Loans solely to finance acquisitions permitted by sect.7.5 and 
repurchases of the Borrower's common stock or other Distributions 
to the extent permitted by sect.7.4 and for working capital and 
general corporate purposes, and not in violation of Regulations U or 
X of the Board of Governors of the Federal Reserve System, 12 
C.F.R. Parts 221 and 224.
6.13.  Further Assurances.  The Borrower will, and will 
cause each of its Subsidiaries to, cooperate with the Banks and the 
Agent and execute such further instruments and documents as the 
Banks or the Agent shall reasonably request to carry out to their 
satisfaction the transactions contemplated by this Credit 
Agreement and the other Loan Documents.
7.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.  
The Borrower covenants and agrees that, so long as any Loan 
or Note is outstanding or any Bank has any obligation to make any 
Loans:
7.1.  Restrictions on Indebtedness.  The Borrower will not, 
and will not permit any of its Subsidiaries to, create, incur, assume, 
guarantee or be or remain liable, contingently or otherwise, with 
respect to any Indebtedness other than:
(a)  Indebtedness to the Banks and the Agent arising 
under any of the Loan Documents;
(b)  current liabilities of the Borrower incurred in the 
ordinary course of business not incurred through (i) the 
borrowing of money, or (ii) the obtaining of credit except for 
credit on an open account basis customarily extended and in 
fact extended in connection with normal purchases of goods 
and services;
(c)  Indebtedness in respect of taxes, assessments, 
governmental charges or levies and claims for labor, 
materials and supplies to the extent that payment therefor 
shall not at the time be required to be made in accordance 
with the provisions of sect.6.8;
(d)  Indebtedness in respect of judgments or awards 
that have been in force for less than the applicable period for 
taking an appeal so long as execution is not levied thereunder 
or in respect of which the Borrower shall at the time in good 
faith be prosecuting an appeal or proceedings for review and 
in respect of which a stay of execution shall have been 
obtained pending such appeal or review;
(e)  endorsements for collection, deposit or negotiation 
and warranties of products or services, in each case incurred 
in the ordinary course of business;
(f)  obligations under Capitalized Leases not exceeding 
$5,000,000 in aggregate amount at any time outstanding;
(g)  Indebtedness incurred in connection with the 
acquisition after the date hereof of any real or personal 
property by the Borrower or any Subsidiary of the Borrower, 
provided that the aggregate principal amount of such 
Indebtedness of the Borrower and its Subsidiaries shall not 
exceed the aggregate amount of $5,000,000 at any one time;
(h)  Indebtedness existing on the date of this Credit 
Agreement and listed and described on Schedule 7.1 hereto;
(i)  Indebtedness of a Subsidiary of the Borrower to the 
Borrower existing on the Closing Date, and after the Closing 
Date, in an aggregate amount not to exceed $5,000,000 at any 
one time;
(j)  Indebtedness of the Borrower to any Subsidiary of 
the Borrower in an aggregate amount not to exceed 
$5,000,000 at any one time;
(k)  Indebtedness in respect of (i) overseas lines of 
credit of the Borrower or any of its Subsidiaries, (ii) 
equipment leases entered into by the Borrower or any of its 
Subsidiaries; (iii) letters of credit, (iv) the granting of surety, 
appeal, bid, performance or other similar bonds or (v) 
guaranties or other contingent obligations in respect of 
Indebtedness of any Person, all of which, in the aggregate, 
shall not exceed $10,000,000, and
(l) Indebtedness with respect to interest rate protection 
agreements between the Borrower and any of the Banks, and 
(m)  Indebtedness for borrowed money, debt or similar 
monetary obligations assumed in respect of Permitted 
Acquisitions, to the extent permitted by paragraph 2(b) of the 
definition thereof, and other Indebtedness assumed in respect 
of Permitted Acquisitions and existing prior to the date of any 
Permitted Acquisition and not created in contemplation 
thereof;
(n)  Indebtedness not expressly permitted under 
Subsections (a) through (m) of this sect.7.1 in an aggregate 
amount not to exceed $2,000,000 at any time.
7.2.  Restrictions on Liens.  The Borrower will not, and will 
not permit any of its Subsidiaries to, (i) create or incur or suffer to 
be created or incurred or to exist any lien, encumbrance, mortgage, 
pledge, charge, restriction or other security interest of any kind 
upon any of its property or assets of any character whether now 
owned or hereafter acquired, or upon the income or profits 
therefrom; (ii) transfer any of such property or assets or the income 
or profits therefrom for the purpose of subjecting the same to the 
payment of Indebtedness or performance of any other obligation in 
priority to payment of its general creditors; (iii) acquire, or agree or 
have an option to acquire, any property or assets upon conditional 
sale or other title retention or purchase money security agreement, 
device or arrangement; (iv) suffer to exist for a period of more than 
thirty (30) days after the same shall have been incurred any 
Indebtedness or claim or demand against it that if unpaid might by 
law or upon bankruptcy or insolvency, or otherwise, be given any 
priority whatsoever over its general creditors; or (v) sell, assign, 
pledge or otherwise transfer any accounts, contract rights, general 
intangibles, chattel paper or instruments, with or without recourse; 
provided that the Borrower and any Subsidiary of the Borrower 
may create or incur or suffer to be created or incurred or to exist:
(a)  liens to secure taxes, assessments and other 
government charges in respect of obligations not overdue or 
liens on properties to secure claims for labor, material or 
supplies in respect of obligations not overdue;
(b)  deposits or pledges made in connection with, or to 
secure payment of, workmen's compensation, unemployment 
insurance, old age pensions or other social security 
obligations;
(c)  liens on properties in respect of judgments or 
awards, the Indebtedness with respect to which is permitted 
by sect.7.1(d);
(d)  liens of carriers, warehousemen, mechanics and 
materialmen, and other like liens on properties, in existence 
less than one hundred twenty (120) days from the date of 
creation thereof in respect of obligations not overdue;
(e)  encumbrances consisting of easements, rights of 
way, zoning restrictions, restrictions on the use of real 
property and defects and irregularities in the title thereto, 
landlord's or lessor's liens under leases to which the Borrower 
or a Subsidiary of the Borrower is a party, and other minor 
liens or encumbrances none of which in the opinion of the 
Borrower interferes materially with the use of the property 
affected in the ordinary conduct of the business of the 
Borrower and its Subsidiaries, which defects do not 
individually or in the aggregate have a materially adverse 
effect on the business of the Borrower individually or of the 
Borrower and its Subsidiaries on a consolidated basis;
(f)  presently outstanding liens listed on Schedule 7.2 
hereto;
(g)  purchase money security interests in or purchase 
money mortgages on real or personal property acquired after 
the date hereof to secure purchase money Indebtedness of the 
type and amount permitted by sect.7.1(g), incurred in 
connection with the acquisition of such property, which 
security interests or mortgages cover only the real or personal 
property so acquired.
(h)  rights of lessors under Capitalized Leases 
permitted by sect.7.1(f);
(i)  liens on assets acquired pursuant to Permitted 
Acquisitions and securing Indebtedness otherwise permitted 
by sect.7.1(m) and the definition of Permitted Acquisitions; 
and
(j)  liens on any capital stock of the Borrower or other 
Margin Stock for so long as such stock constitutes Margin 
Stock.
7.3. Restrictions on Investments.  The Borrower will not, 
and will not permit any of its Subsidiaries to, make or permit to 
exist or to remain outstanding any Investment except Investments 
in:
(a)  marketable direct or guaranteed obligations of the 
United States of America that mature within one (1) year 
from the date of purchase by the Borrower;
(b)  demand deposits, certificates of deposit, bankers 
acceptances and time deposits of United States banks having 
total assets in excess of $1,000,000,000, and demand deposits 
or certificates of deposit of foreign banks having total assets 
in excess of the equivalent of $25,000,000,000;
(c)  securities commonly known as "commercial paper" 
issued by a corporation organized and existing under the laws 
of the United States of America or any state thereof that at 
the time of purchase have been rated and the ratings for 
which are not less than "P 1" if rated by Moody's Investors 
Services, Inc., and not less than "A 1" if rated by Standard 
and Poor's;
(d)  Investments existing on the date hereof and listed 
on Schedule 7.3 hereto;
(e)  Investments with respect to Indebtedness permitted 
by sect.7.1(i) and sect.7.1(j) so long as such entities remain 
Subsidiaries of the Borrower;
(f)  Investments consisting of any Guaranty;
(g)  Investments consisting of promissory notes received 
as proceeds of asset dispositions permitted by sect.7.5.2;
(h)  Investments consisting of loans and advances to 
employees for moving, entertainment, travel, hardship and 
other similar expenses in the ordinary course of business not 
to exceed $1,000,000 in the aggregate at any time 
outstanding; and
(i)  tax exempt municipal bonds or bond funds rated AA 
or higher by Standard and Poor's Ratings Group or Moody's 
Investors Services, Inc.;
(j)  Investments (existing as of the Closing Date) in 
Subsidiaries;
(k)  Investments in respect of Permitted Acquisitions to 
the extent permitted by the definition thereof;
(l)  Investments by a foreign Subsidiary in marketable 
direct or guaranteed obligations of the national government 
of its country of incorporation that mature within one (1) year 
following the date of purchase by such Subsidiary;
(m)  Investments by the Borrower in its capital stock 
held as Treasury stock (existing as of the Closing Date or to 
the extent repurchased in accordance with the requirements 
of sect.7.4) or in any employee benefit plan of the Borrower; 
and
(n)  Investments not otherwise expressly permitted 
under Subsections (a)-(m) of this sect.7.3, in an aggregate 
amount not to exceed $3,000,000 at any one time.
7.4.  Distributions.  The Borrower will not make any 
Distributions; provided, however, that so long as no Default or 
Event of Default has occurred and is continuing or would occur 
after giving effect thereto, and subject in particular to the 
Borrower's continuing compliance with its covenants set forth in 
sect.sect.8.1-8.3 hereof, the Borrower may pay dividends on its 
common stock in an aggregate amount not to exceed $25,000,000 in 
any fiscal year of the Borrower and may make repurchases of its 
own issued and outstanding common stock pursuant to any stock 
repurchase plan approved by its Board of Directors in an aggregate 
amount not to exceed, when combined with cash dividends paid in 
compliance with this sect.7.4, $100,000,000.
7.5.  Merger, Consolidation.  
7.5.1.  Mergers and Acquisitions.  The Borrower will 
not, and will not permit any of its Subsidiaries to, become a 
party to any merger or consolidation, or agree to or effect any 
asset acquisition or stock acquisition (other than the 
acquisition of assets in the ordinary course of business 
consistent with past practices) except (a) the merger or 
consolidation of one or more of the Subsidiaries of the 
Borrower with and into the Borrower, (b) the merger or 
consolidation of two or more Subsidiaries of the Borrower, or 
(c) Permitted Acquisitions.
7.5.2.  Disposition of Assets.  The Borrower will not, 
and will not permit any of its Subsidiaries to, become a party 
to or agree to or effect any disposition of assets, other than (a) 
the sale of inventory, (b) the license or lease of intellectual 
property in the ordinary course of business, and (c) the 
disposition of assets, in each case set forth in clauses (a), (b) 
and (c) hereof in the ordinary course of business and 
consistent with past practices, (d) dispositions of capital stock 
of the Borrower and other Margin Stock for so long as such 
stock constitutes Margin Stock, and (e) other dispositions of 
assets in an aggregate amount not to exceed the lesser of (i) 
$5,000,000 and (ii) five percent (5%) of Consolidated Total 
Assets (determined as of the date or dates of such 
dispositions).
7.6.  Sale and Leaseback.  The Borrower will not, and will 
not permit any of its Subsidiaries to, enter into any arrangement, 
directly or indirectly, whereby the Borrower or any Subsidiary of 
the Borrower shall sell or transfer any property owned by it in order 
then or thereafter to lease such property or lease other property 
that the Borrower or any Subsidiary of the Borrower intends to use 
for substantially the same purpose as the property being sold or 
transferred, other than a sale and leaseback arrangement related to 
the Borrower's Flagstaff, Arizona telemarketing facility under 
construction as of the date hereof, in an aggregate amount not to 
exceed $3,000,000.
7.7.  Compliance with Environmental Laws.  Except as 
set forth in Schedule 5.18 hereto, the Borrower will not, and will 
not permit any of its Subsidiaries to, (i) use any of the Real Estate 
or any portion thereof for the handling, processing, storage or 
disposal of Hazardous Substances, (ii) cause or permit to be located 
on any of the Real Estate any underground tank or other 
underground storage receptacle for Hazardous Substances, (iii) 
generate any Hazardous Substances on any of the Real Estate, (iv) 
conduct any activity at any Real Estate or use any Real Estate in 
any manner so as to cause a release (i.e. releasing, spilling, leaking, 
pumping, pouring, emitting, emptying, discharging, injecting, 
escaping, leaching, disposing or dumping) or threatened release of 
Hazardous Substances on, upon or into the Real Estate or (v) 
otherwise conduct any activity at any Real Estate or use any Real 
Estate in any manner that would violate any Environmental Law or 
bring such Real Estate in violation of any Environmental Law.
7.8.  Employee Benefit Plans.  Neither the Borrower nor 
any ERISA Affiliate will:
(a)  engage in any "prohibited transaction" within the 
meaning of sect.406 of ERISA or sect.4975 of the Code which 
could result in a material liability for the Borrower or any of 
its Subsidiaries; or
(b)  permit any Guaranteed Pension Plan to incur an 
"accumulated funding deficiency", as such term is defined in 
sect.302 of ERISA, whether or not such deficiency is or may 
be waived; or
(c)  fail to contribute to any Guaranteed Pension Plan 
to an extent which, or terminate any Guaranteed Pension 
Plan in a manner which, could result in the imposition of a 
lien or encumbrance on the assets of the Borrower  or any of 
its Subsidiaries pursuant to sect.302(f) or sect.4068 of ERISA; 
or
(d)  permit or take any action which would result in the 
aggregate benefit liabilities (with the meaning of sect.4001 of 
ERISA) of all Guaranteed Pension Plans exceeding the value 
of the aggregate assets of such Plans, disregarding for this 
purpose the benefit liabilities and assets of any such Plan 
with assets in excess of benefit liabilities.
7.9.  Fiscal Year.  Neither the Borrower nor any of its 
Subsidiaries will change the date of the end of its fiscal year or any 
fiscal quarter from that set forth in sect.5.22 hereof.
7.10.  Prohibition on Negative Pledges.  Neither the 
Borrower nor any of its Subsidiaries will enter into, or be or become 
bound by or subject to, any agreement prohibiting the creation or 
assumption of any lien or security interest upon its properties, 
whether now owned or hereafter acquired.
7.11.
  Creation and Maintenance of Subsidiaries.  Neither the 
Borrower nor any of its Subsidiaries shall create any Subsidiary 
(other than any Subsidiaries existing on the Closing Date and 
disclosed in sect.5.19 hereto) unless (a) one hundred percent (100%) 
of the capital stock or other equity interests (subject to the 
exclusion of any legally required directors' qualifying shares) of 
such Subsidiary are owned directly or indirectly by the Borrower, 
(b) prior to the formation of such Subsidiary, the Borrower shall 
notify the Agent and the Banks thereof, and (c) contemporaneously 
with the formation of such Subsidiary, the Borrower shall (i) cause 
such Subsidiary to guaranty all of the Obligations hereunder 
pursuant to a Guaranty, which Guaranty shall be a Loan Document 
hereunder, and (ii) cause such Subsidiary to deliver to the Banks 
and the Agent satisfactory evidence of proper corporate 
authorization and legal opinions with respect to such Guaranty.  In 
the event that any domestic Subsidiary existing on the Closing Date 
and disclosed on Schedule 5.19 shall hereafter become engaged in 
business of any kind or nature (except that such Subsidiary is 
qualified to do business in a foreign jurisdiction), shall have a net 
worth or assets of more than a de minimus value or shall have 
issued any capital stock to any person other than the Borrower or a 
Subsidiary of the Borrower, then  the Borrower shall immediately 
notify the Agent and the Banks thereof and shall immediately cause 
such Subsidiary to comply with the requirement of such subsection 
(c) hereof.
7.12.  Conduct of Business.  The Borrower will not, without 
the prior written consent of the Agent and the Majority Banks, 
conduct any business or operations materially different from those 
conducted by it on the Closing Date.
8.  FINANCIAL COVENANTS OF THE BORROWER.  
8.1.  Funded Debt to EBITDA.  The Borrower will not as of 
the end of any four (4) consecutive fiscal quarters of the Borrower 
ending on any quarter end, permit the ratio of (a) Consolidated 
Funded Debt as at such quarter end to (b) EBITDA for such four (4) 
consecutive fiscal quarters then ended to be greater than 2.0:1.0.
8.2.  Minimum Fixed Charge Coverage Ratio.  The 
Borrower will not, as at the end of any four (4) consecutive fiscal 
quarters of the Borrower ending on any quarter end, permit the 
ratio of (a) EBITDA for such period minus Capital Expenditures for 
such period to (b) Consolidated Total Interest Expense for such 
period plus any scheduled amortization payments on Indebtedness 
permitted by sect.7.1, to be less than 3.5:1.0.
8.3.  Consolidated Net Worth.  The Borrower will not 
permit Consolidated Net Worth at any time to be less than the sum 
of $50,000,000 plus (ii) on a cumulative basis, fifty percent (50%) of 
positive Consolidated Net Income for each fiscal quarter beginning 
with the fiscal quarter ended March 29, 1997.
9.  CLOSING CONDITIONS.  
The obligations of the Banks to make the initial Loans shall 
be subject to the satisfaction of the following conditions precedent 
on or prior to March 31, 1997:
9.1.  Loan Documents.  Each of the Loan Documents shall 
have been duly executed and delivered by the respective parties 
thereto, shall be in full force and effect and shall be in form and 
substance satisfactory to each of the Banks.  Each Bank shall have 
received a fully executed copy of each such document.
9.2.  Certified Copies of Charter Documents.  Each of the 
Banks shall have received from the Borrower a copy, certified by a 
duly authorized officer of such Person to be true and complete on 
the Closing Date, of each of (i) its charter or other incorporation 
documents as in effect on such date of certification, and (ii) its by-
laws as in effect on such date.
9.3.  Corporate Action.  All corporate action necessary for 
the valid execution, delivery and performance by the Borrower and 
each of its Subsidiaries of this Credit Agreement and the other 
Loan Documents to which it is or is to become a party shall have 
been duly and effectively taken, and evidence thereof satisfactory to 
the Banks shall have been provided to each of the Banks.
9.4.  Incumbency Certificate.  Each of the Banks shall 
have received from the Borrower an incumbency certificate, dated 
as of the Closing Date, signed by a duly authorized officer of the 
Borrower, and giving the name and bearing a specimen signature of 
each individual who shall be authorized: (i) to sign, in the name 
and on behalf of the Borrower, each of the Loan Documents; (ii) to 
make Loan Requests, Conversion Requests, Competitive Bid Quote 
Requests and Notices of Competitive Bid Borrowing; and (iii) to give 
notices and to take other action on its behalf under the Loan 
Documents.
9.5.  UCC Search Results.  The Agent shall have received 
from the Borrower the results of UCC searches in jurisdictions 
certified by the Borrower as constituting the location of all offices 
and locations, including the chief executive office, of the Borrower 
and in such other jurisdictions as the Agent may request, indicating 
no liens other than Permitted Liens and otherwise in form and 
substance satisfactory to the Agent.
9.6.  Certificates of Insurance.  The Agent shall have 
received a certificate of insurance from an independent insurance 
broker dated as of the Closing Date, identifying insurers, types of 
insurance, insurance limits, and policy terms, and otherwise 
describing the insurance obtained in accordance with the provisions 
hereof.
9.7.  Solvency Certificate.  Each of the Banks shall have 
received an officer's certificate of the Borrower dated as of the 
Closing Date as to the solvency of the Borrower and its Subsidiaries 
following the consummation of the transactions contemplated 
herein and in form and substance satisfactory to the Banks.
9.8.  Opinions of Counsel.  Each of the Banks and the 
Agent shall have received a favorable opinion addressed to the 
Banks and the Agent, dated as of the Closing Date, in form and 
substance satisfactory to the Banks and the Agent, from Hill & 
Barlow, counsel to the Borrower and its Subsidiaries.
9.9.  Payment of Fees.  The Borrower shall have paid to the 
Banks or the Agent, as appropriate, the closing fee  and Agent's fee 
pursuant to sect.4.1.
9.10.  Repayment of Existing Indebtedness.  The 
Borrower shall have repaid all obligations to FNBB under the 
Revolving Credit Agreement dated as of August 28, 1996 between 
the Borrower and FNBB, including principal, interest, fees and 
other amounts owing thereunder, and FNBB shall have returned to 
the Borrower the Note (as defined in such Revolving Credit 
Agreement dated as of August 28, 1996), marked "Cancelled" or 
"Paid in Full".
10.  CONDITIONS TO ALL BORROWINGS.  
The obligations of the Banks to make any Loan, whether on 
or after the Closing Date, shall also be subject to the satisfaction of 
the following conditions precedent:
10.1.  Representations True; No Event of Default.  Each 
of the representations and warranties of any of the Borrower and its 
Subsidiaries contained in this Credit Agreement, the other Loan 
Documents or in any document or instrument delivered pursuant to 
or in connection with this Credit Agreement shall be true as of the 
date as of which they were made and shall also be true at and as of 
the time of the making of such Loan, with the same effect as if 
made at and as of that time (except to the extent of changes 
resulting from transactions contemplated or permitted by this 
Credit Agreement and the other Loan Documents and changes 
occurring in the ordinary course of business that singly or in the 
aggregate are not materially adverse, and to the extent that such 
representations and warranties relate expressly to an earlier date) 
and no Default or Event of Default shall have occurred and be 
continuing.
10.2.  No Legal Impediment.  No change shall have 
occurred in any law or regulations thereunder or interpretations 
thereof that in the reasonable opinion of any Bank would make it 
illegal for such Bank to make such Loan.
10.3.  Governmental Regulation.  Each Bank shall have 
received such statements in substance and form reasonably 
satisfactory to such Bank as such Bank shall require for the 
purpose of compliance with any applicable regulations of the 
Comptroller of the Currency or the Board of Governors of the 
Federal Reserve System.
10.4.  Proceedings and Documents.  All proceedings in 
connection with the transactions contemplated by this Credit 
Agreement, the other Loan Documents and all other documents 
incident thereto shall be satisfactory in substance and in form to 
the Banks and to the Agent and the Agent's Special Counsel, and 
the Banks, the Agent and such counsel shall have received all 
information and such counterpart originals or certified or other 
copies of such documents as the Agent may reasonably request.
11.  EVENTS OF DEFAULT; ACCELERATION; ETC.  
11.1.  Events of Default and Acceleration.  If any of the 
following events ("Events of Default" or, if the giving of notice or the 
lapse of time or both is required, then, prior to such notice or lapse 
of time, "Defaults") shall occur:
(a)  the Borrower shall fail to pay any principal of the 
Loans when the same shall become due and payable, whether 
at the stated date of maturity or any accelerated date of 
maturity or at any other date fixed for payment;
(b)  the Borrower shall fail to pay any interest on the 
Loans, the facility fee, or other sums due hereunder or under 
any of the other Loan Documents, when the same shall 
become due and payable, whether at the stated date of 
maturity or any accelerated date of maturity or at any other 
date fixed for payment;
(c)  the Borrower shall fail to comply with any of its 
covenants contained in sect.sect.6, 7 or 8;
(d)  the Borrower or any of its Subsidiaries shall fail to 
perform any term, covenant or agreement contained herein or 
in any of the other Loan Documents (other than those 
specified elsewhere in this sect.11) for fifteen (15) days after 
written notice of such failure has been given to the Borrower 
by the Agent;
(e)  any representation or warranty of the Borrower or 
any of its Subsidiaries in this Credit Agreement or any of the 
other Loan Documents or in any other document or 
instrument delivered pursuant to or in connection with this 
Credit Agreement shall prove to have been false in any 
material respect upon the date when made or deemed to have 
been made or repeated;
(f)  the Borrower or any of its Subsidiaries shall fail to 
pay at maturity, or within any applicable period of grace, any 
obligation for borrowed money or credit received or in respect 
of any Capitalized Leases, or fail to observe or perform any 
material term, covenant or agreement contained in any 
agreement by which it is bound (excluding, however, any such 
term, covenant or agreement relating to the pledge or 
disposition of capital stock of the Borrower or other Margin 
Stock for so long as such stock constitutes Margin Stock), 
evidencing or securing borrowed money or credit received or 
in respect of any Capitalized Leases for such period of time as 
would permit (assuming the giving of appropriate notice if 
required) the holder or holders thereof or of any obligations 
issued thereunder to accelerate the maturity thereof; 
(g)  the Borrower or any of its Subsidiaries shall make 
an assignment for the benefit of creditors, or admit in writing 
its inability to pay or generally fail to pay its debts as they 
mature or become due, or shall petition or apply for the 
appointment of a trustee or other custodian, liquidator or 
receiver of the Borrower or any of its Subsidiaries or of any 
substantial part of the assets of the Borrower or any of its 
Subsidiaries or shall commence any case or other proceeding 
relating to the Borrower or any of its Subsidiaries under any 
bankruptcy, reorganization, arrangement, insolvency, 
readjustment of debt, dissolution or liquidation or similar law 
of any jurisdiction, now or hereafter in effect, or shall take 
any action to authorize or in furtherance of any of the 
foregoing, or if any such petition or application shall be filed 
or any such case or other proceeding shall be commenced 
against the Borrower or any of its Subsidiaries and the 
Borrower or any of its Subsidiaries shall indicate its approval 
thereof, consent thereto or acquiescence therein or such 
petition or application shall not have been dismissed within 
forty-five (45) days following the filing thereof;
(h)  a decree or order is entered appointing any such 
trustee, custodian, liquidator or receiver or adjudicating the 
Borrower or any of its Subsidiaries bankrupt or insolvent, or 
approving a petition in any such case or other proceeding, or 
a decree or order for relief is entered in respect of the 
Borrower or any Subsidiary of the Borrower in an involuntary 
case under federal bankruptcy laws as now or hereafter 
constituted;
(i)  there shall remain in force, undischarged, 
unsatisfied and unstayed, for more than thirty days, whether 
or not consecutive, any final judgment against the Borrower 
or any of its Subsidiaries that, with other outstanding final 
judgments, undischarged, against the Borrower or any of its 
Subsidiaries exceeds in the aggregate $1,000,000;
(j)  if any of the Loan Documents shall be cancelled, 
terminated, revoked or rescinded, in each case otherwise than 
with the express prior written agreement, consent or approval 
of the Banks, or any action at law, suit or in equity or other 
legal proceeding to cancel, revoke or rescind any of the loan 
documents shall be commenced by or on behalf of the 
Borrower or any of its Subsidiaries party thereto or any of 
their respective stockholders, or any court or any other 
governmental or regulatory authority or agency of competent 
jurisdiction shall make a determination that, or issue a 
judgment, order, decree or ruling to the effect that, any one or 
more of the Loan Documents is illegal, invalid or 
unenforceable in accordance with the terms thereof;
(k)  with respect to any Guaranteed Pension Plan, an 
ERISA Reportable Event shall have occurred and the 
Majority Banks shall have determined in their reasonable 
discretion that such event reasonably could be expected to 
result in liability of the Borrower or any of its Subsidiaries to 
the PBGC or such Guaranteed Pension Plan in an aggregate 
amount exceeding $2,000,000 and such event in the 
circumstances occurring reasonably could constitute grounds 
for the termination of such Guaranteed Pension Plan by the 
PBGC or for the appointment by the appropriate United 
States District Court of a trustee to administer such 
Guaranteed Pension Plan; or a trustee shall have been 
appointed by the United States District Court to administer 
such Guaranteed Pension Plan; or the PBGC shall have 
instituted proceedings to terminate such Guaranteed Pension 
Plan;
(l)  the Borrower or any of its Subsidiaries shall be 
enjoined, restrained or in any way prevented by the order of 
any court or any administrative or regulatory agency from 
conducting any material part of its business and such order 
shall continue in effect for more than thirty (30) days;
(m)  there shall occur any material damage to, or loss, 
theft or destruction of, any assets of the Borrower or its 
Subsidiaries, whether or not insured, or any strike, lockout, 
labor dispute, embargo, condemnation, act of God or public 
enemy, or other casualty, which in any such case causes, for 
more than fifteen (15) consecutive days, the cessation or 
substantial curtailment of revenue producing activities at any 
facility of the Borrower or any of its Subsidiaries if such 
event or circumstance is not covered by business interruption 
insurance and would have a material adverse effect on the 
business or financial condition of the Borrower and its 
Subsidiaries on a consolidated basis;
(n)  there shall occur the loss, suspension or revocation 
of, or failure to renew, any license or permit now held or 
hereafter acquired by the Borrower or any of its Subsidiaries 
if such loss, suspension, revocation or failure to renew would 
have a material adverse effect on the business or financial 
condition of the Borrower and its Subsidiaries on a 
consolidated basis;
(o)  the Borrower or any of its Subsidiaries shall be 
indicted for a state or federal crime, or any civil or criminal 
action shall otherwise have been brought or threatened 
against the Borrower or any of its Subsidiaries, a punishment 
for which in any such case could include the forfeiture of any 
assets of the Borrower and its Subsidiaries having a fair 
market value in excess of $5,000,000; or
(p)  (i) any person or group of persons (within the 
meaning of Section 13 or 14 of the Securities Exchange Act of 
1934, as amended, but other than Jay Rhoads and/or Richard 
Rhoads) shall have acquired beneficial ownership (within the 
meaning of Rule 13d-3 promulgated by the Securities and 
Exchange Commission under said Act) of twenty percent 
(20%) or more of the outstanding shares of common stock of 
the Borrower; (ii) Jay Rhoads and/or Richard Rhoads shall 
have acquired beneficial ownership (within the meaning of 
Rule 13d-3 promulgated by the Securities and Exchange 
Commission under said Act) of twenty-five percent (25%) or 
more of the outstanding shares of common stock of the 
Borrower; or (iii) during any period of twelve (12) consecutive 
calendar months, individuals who were directors of the 
Borrower on the first day of such period shall cease to 
constitute a majority of the board of directors of the Borrower;
then, and in any such event, so long as the same may be continuing, 
the Agent may, and upon the request of the Majority Banks shall, 
by notice in writing to the Borrower declare all amounts owing with 
respect to this Credit Agreement, the Notes and the other Loan 
Documents to be, and they shall thereupon forthwith become, 
immediately due and payable without presentment, demand, 
protest or other notice of any kind, all of which are hereby expressly 
waived by the Borrower; provided that in the event of any Event of 
Default specified in sect.11.1(g), 11.1(h) or 11.1(j), all such amounts 
shall become immediately due and payable automatically and 
without any requirement of notice from the Agent or any Bank.
11.2.  Termination of Commitments.  If any one or more of 
the Events of Default specified in sect.11.1(g), sect.11.1(h) or 
sect.11.1(j) shall occur, any unused portion of the credit hereunder 
shall forthwith terminate and each of the Banks shall be relieved of 
all obligations to make Loans to the Borrower.  If any other Event of 
Default shall have occurred and be continuing, or if on any 
Drawdown Date the conditions precedent to the making of the 
Loans to be made on such Drawdown Date are not satisfied, the 
Agent may and, upon the request of the Majority Banks, shall, by 
notice to the Borrower, terminate the unused portion of the credit 
hereunder, and upon such notice being given such unused portion of 
the credit hereunder shall terminate immediately and each of the 
Banks shall be relieved of all further obligations to make Loans.  If 
any such notice is given to the Borrower the Agent will forthwith 
furnish a copy thereof to each of the Banks.  No termination of the 
credit hereunder shall relieve the Borrower of any of the 
Obligations or any of its existing obligations to any of the Banks 
arising under other agreements or instruments.
11.3.  Remedies.  In case any one or more of the Events of 
Default shall have occurred and be continuing, and whether or not 
the Banks shall have accelerated the maturity of the Loans 
pursuant to sect.11.1, each Bank, if owed any amount with respect 
to the Loans, may, with the consent of the Majority Banks but not 
otherwise, proceed to protect and enforce its rights by suit in equity, 
action at law or other appropriate proceeding, whether for the 
specific performance of any covenant or agreement contained in this 
Credit Agreement and the other Loan Documents or any instrument 
pursuant to which the Obligations to such Bank are evidenced, 
including as permitted by applicable law the obtaining of the ex 
parte appointment of a receiver, and, if such amount shall have 
become due, by declaration or otherwise, proceed to enforce the 
payment thereof or any other legal or equitable right of such Bank.  
No remedy herein conferred upon any Bank or the Agent or the 
holder of any Note is intended to be exclusive of any other remedy 
and each and every remedy shall be cumulative and shall be in 
addition to every other remedy given hereunder or now or hereafter 
existing at law or in equity or by statute or any other provision of 
law.
12.  SETOFF.  
Regardless of the adequacy of any collateral, during the 
continuance of any Event of Default, any deposits or other sums 
credited by or due from any of the Banks to the Borrower and any 
securities or other property of the Borrower in the possession of 
such Bank may be applied to or set off by such Bank against the 
payment of Obligations and any and all other liabilities, direct, or 
indirect, absolute or contingent, due or to become due, now existing 
or hereafter arising, of the Borrower to such Bank.  Each of the 
Banks agrees with each other Bank that (i) if an amount to be set 
off is to be applied to Indebtedness of the Borrower to such Bank, 
other than Indebtedness evidenced by the Notes held by such Bank, 
such amount shall be applied ratably to such other Indebtedness 
and to the Indebtedness evidenced by all such Notes held by such 
Bank, and (ii) if such Bank shall receive from the Borrower, 
whether by voluntary payment, exercise of the right of setoff, 
counterclaim, cross action, enforcement of the claim evidenced by 
the Notes held by such Bank by proceedings against the Borrower 
at law or in equity or by proof thereof in bankruptcy, 
reorganization, liquidation, receivership or similar proceedings, or 
otherwise, and shall retain and apply to the payment of the Note or 
Notes held by such Bank any amount in excess of its ratable portion 
of the payments received by all of the Banks with respect to the 
Notes held by all of the Banks, such Bank will make such 
disposition and arrangements with the other Banks with respect to 
such excess, either by way of distribution, pro tanto assignment of 
claims, subrogation or otherwise as shall result in each Bank 
receiving in respect of the Notes held by its proportionate payment 
as contemplated by this Credit Agreement; provided that if all or 
any part of such excess payment is thereafter recovered from such 
Bank, such disposition and arrangements shall be rescinded and 
the amount restored to the extent of such recovery, but without 
interest.
13.  THE AGENT.  
13.1.  Authorization.  
(a)  The Agent is authorized to take such action on 
behalf of each of the Banks and to exercise all such powers as 
are hereunder and under any of the other Loan Documents 
and any related documents delegated to the Agent, together 
with such powers as are reasonably incident thereto, provided 
that no duties or responsibilities not expressly assumed 
herein or therein shall be implied to have been assumed by 
the Agent.
(b)  The relationship between the Agent and each of the 
Banks is that of an independent contractor.  The use of the 
term "Agent" is for convenience only and is used to describe, 
as a form of convention, the independent contractual 
relationship between the Agent and each of the Banks.  
Nothing contained in this Credit Agreement nor the other 
Loan Documents shall be construed to create an agency, trust 
or other fiduciary relationship between the Agent and any of 
the Banks.
(c)  As an independent contractor empowered by the 
Banks to exercise certain rights and perform certain duties 
and responsibilities hereunder and under the other Loan 
Documents, the Agent is nevertheless a "representative" of 
the Banks, as that term is defined in Article 1 of the Uniform 
Commercial Code, for purposes of actions for the benefit of 
the Banks and the Agent with respect to all collateral 
security and guaranties contemplated by the Loan 
Documents.
13.2.  Employees and Agents.  The Agent may exercise its 
powers and execute its duties by or through employees or agents 
and shall be entitled to take, and to rely on, advice of counsel 
concerning all matters pertaining to its rights and duties under this 
Credit Agreement and the other Loan Documents.  The Agent may 
utilize the services of such Persons as the Agent in its sole 
discretion may reasonably determine, and all reasonable fees and 
expenses of any such Persons shall be paid by the Borrower.
13.3.  No Liability.  Neither the Agent nor any of its 
shareholders, directors, officers or employees nor any other Person 
assisting them in their duties nor any agent or employee thereof, 
shall be liable for any waiver, consent or approval given or any 
action taken, or omitted to be taken, in good faith by it or them 
hereunder or under any of the other Loan Documents, or in 
connection herewith or therewith, or be responsible for the 
consequences of any oversight or error of judgment whatsoever, 
except that the Agent or such other Person, as the case may be, may 
be liable for losses due to its willful misconduct or gross negligence.
13.4.  No Representations.  The Agent shall not be 
responsible for the execution or validity or enforceability of this 
Credit Agreement, the Notes, any of the other Loan Documents or 
any instrument at anytime constituting, or intended to constitute, 
collateral security for the Notes, or for the value of any such 
collateral security or for the validity, enforceability or collectability 
of any such amounts owing with respect to the Notes, or for any 
recitals or statements, warranties or representations made herein 
or in any of the other Loan Documents or in any certificate or 
instrument hereafter furnished to it by or on behalf of the 
Borrower, or be bound to ascertain or inquire as to the performance 
or observance of any of the terms, conditions, covenants or 
agreements herein or in any instrument at any time constituting, or 
intended to constitute, collateral security for the Notes or to inspect 
any of the properties, books or records of the Borrower or any of its 
Subsidiaries.  The Agent shall not be bound to ascertain whether 
any notice, consent, waiver or request delivered to it by the 
Borrower or any holder of any of the Notes shall have been duly 
authorized or is true, accurate and complete.  The Agent has not 
made nor does it now make any representations or warranties, 
express or implied, nor does it assume any liability to the Banks, 
with respect to the credit worthiness or financial conditions of the 
Borrower or any of its Subsidiaries.  Each Bank acknowledges that 
it has, independently and without reliance upon the Agent or any 
other Bank, and based upon such information and documents as it 
has deemed appropriate, made its own credit analysis and decision 
to enter into this Credit Agreement.
13.5.  Payments.  
13.5.1.  Payments to Agent.  A payment by the Borrower 
to the Agent hereunder or any of the other Loan Documents 
for the account of any Bank shall constitute a payment to 
such Bank.  The Agent agrees promptly to distribute to each 
Bank such Bank's pro rata share of payments received by the 
Agent for the account of the Banks except as otherwise 
expressly provided herein or in any of the other Loan 
Documents.
13.5.2.  Distribution by Agent.  If in the opinion of the 
Agent the distribution of any amount received by it in such 
capacity hereunder, under the Notes or under any of the 
other Loan Documents might involve it in liability, it may 
refrain from making distribution until its right to make 
distribution shall have been adjudicated by a court of 
competent jurisdiction.  If a court of competent jurisdiction 
shall adjudge that any amount received and distributed by 
the Agent is to be repaid, each Person to whom any such 
distribution shall have been made shall either repay to the 
Agent its proportionate share of the amount so adjudged to be 
repaid or shall pay over the same in such manner and to such 
Persons as shall be determined by such court.
13.5.3.  Delinquent Banks.  Notwithstanding anything 
to the contrary contained in this Credit Agreement or any of 
the other Loan Documents, any Bank that fails (i) to make 
available to the Agent its pro rata share of any Loan or (ii) to 
comply with the provisions of sect.12 with respect to making 
dispositions and arrangements with the other Banks, where 
such Bank's share of any payment received, whether by setoff 
or otherwise, is in excess of its pro rata share of such 
payments due and to payable to all of the Banks, in each case 
as, when and to the full extent required by the provisions of 
this Credit Agreement, shall be deemed delinquent (a 
"Delinquent Bank") and shall be deemed a Delinquent Bank 
until such time as such delinquency is satisfied.  A 
Delinquent Bank shall be deemed to have assigned any and 
all payments due to it from the Borrower, whether on account 
of outstanding Loans, interest, fees or otherwise, to the 
remaining nondelinquent Banks for application to, and 
reduction of, their respective pro rata shares of all 
outstanding Syndicated Loans.  The Delinquent Bank hereby 
authorizes the Agent to distribute such payments to the 
nondelinquent Banks in proportion to their respective pro 
rata shares of all outstanding Syndicated Loans.  A 
Delinquent Bank shall be deemed to have satisfied in full a 
delinquency when and if, as a result of application of the 
assigned payments to all outstanding Syndicated Loans of the 
nondelinquent Banks, the Banks' respective pro rata shares 
of all outstanding Syndicated Loans have returned to those in 
effect immediately prior to such delinquency and without 
giving effect to the nonpayment causing such delinquency.
13.6.  Holders of Notes.  The Agent may deem and treat the 
payee of any Note as the absolute owner thereof for all purposes 
hereof until it shall have been furnished in writing with a different 
name by such payee or by a subsequent holder.
13.7.  Indemnity.  The Banks ratably agree hereby to 
indemnify and hold harmless the Agent and its Affiliates from and 
against any and all claims, actions and suits (whether groundless or 
otherwise), losses, damages, costs, expenses (including any 
expenses for which the Agent or any of its Affiliates has not been 
reimbursed by the Borrower as required by sect.14), and liabilities 
of every nature and character arising out of or related to this Credit 
Agreement, the Notes, or any of the other Loan Documents or the 
transactions contemplated or evidenced hereby or thereby, or the 
Agent's or any of its Affiliate's actions taken hereunder or 
thereunder, except to the extent that any of the same shall be 
directly caused by the Agent's or such Affiliate's willful misconduct 
or gross negligence.
13.8.  Agent as Bank.  In its individual capacity, FNBB 
shall have the same obligations and the same rights, powers and 
privileges in respect to its Commitment and the Loans made by it, 
and as the holder of any of the Notes, as it would have were it not 
also the Agent.
13.9.  Resignation.  The Agent may resign at any time by 
giving sixty (60) days prior written notice thereof to the Banks and 
the Borrower.  Upon any such resignation, the Majority Banks shall 
have the right to appoint a successor Agent.  Unless a Default or 
Event of Default shall have occurred and be continuing, such 
successor Agent shall be reasonably acceptable to the Borrower.  If 
no successor Agent shall have been so appointed by the Majority 
Banks and shall have accepted such appointment within thirty 
(30) days after the retiring Agent's giving of notice of resignation, 
then the retiring Agent may, on behalf of the Banks, appoint a 
successor Agent, which shall be a financial institution having a 
rating of not less than A or its equivalent by Standard & Poor's 
Corporation.  Upon the acceptance of any appointment as Agent 
hereunder by a successor Agent, such successor Agent shall 
thereupon succeed to and become vested with all the rights, powers, 
privileges and duties of the retiring Agent, and the retiring Agent 
shall be discharged from its duties and obligations hereunder.  
After any retiring Agent's resignation, the provisions of this Credit 
Agreement and the other Loan Documents shall continue in effect 
for its benefit in respect of any actions taken or omitted to be taken 
by it while it was acting as Agent.
13.10.  Notification of Defaults and Events of 
Default.  Each Bank hereby agrees that, upon learning of the 
existence of a Default or an Event of Default, it shall promptly 
notify the Agent thereof.  The Agent hereby agrees that upon 
receipt of any notice under this sect.13.10 it shall promptly notify 
the other Banks of the existence of such Default or Event of 
Default.
14.  EXPENSES.  
The Borrower agrees to pay (i) the reasonable costs of 
producing and reproducing this Credit Agreement, the other Loan 
Documents and the other agreements and instruments mentioned 
herein, (ii) any taxes (including any interest and penalties in 
respect thereto) payable by the Agent, any of its Affiliates or any of 
the Banks (other than taxes based upon the Agent's, such Affiliate's 
or any Bank's net income) on or with respect to the transactions 
contemplated by this Credit Agreement (the Borrower hereby 
agreeing to indemnify the Agent and each Bank with respect 
thereto), (iii) the reasonable fees, expenses and disbursements of 
the Agent's Special Counsel or any local counsel to the Agent 
incurred in connection with the preparation, administration or 
interpretation of the Loan Documents and other instruments 
mentioned herein, each closing hereunder, and amendments, 
modifications, approvals, consents or waivers hereto or hereunder, 
(iv) the reasonable fees, expenses and disbursements of the Agent 
incurred by the Agent in connection with the preparation, 
syndication, administration or interpretation of the Loan 
Documents and other instruments mentioned herein, including in 
connection with the conduct of any commercial finance 
examinations, (v) all reasonable out-of-pocket expenses (including 
without limitation reasonable attorneys' fees and costs, which 
attorneys may be employees of either Bank or the Agent, and 
reasonable consulting, accounting, appraisal, and similar 
professional fees and charges) incurred by any Bank or the Agent in 
connection with (A) the enforcement of or preservation of rights 
under any of the Loan Documents against the Borrower or any of its 
Subsidiaries or the administration thereof after the occurrence of a 
Default or Event of Default and (B) any litigation, proceeding or 
dispute whether arising hereunder or otherwise, in any way related 
to any Bank's or the Agent's relationship with the Borrower or any 
of its Subsidiaries and (vi) all reasonable fees, expenses and 
disbursements of any Bank or the Agent incurred in connection 
with UCC searches.  The covenants of this sect.14 shall survive 
payment or satisfaction of payment of amounts owing with respect 
to the Notes.
15.  INDEMNIFICATION.  
The Borrower agrees to indemnify and hold harmless the 
Agent and the Banks from and against any and all claims, actions 
and suits whether groundless or otherwise, and from and against 
any and all liabilities, losses, damages and expenses of every nature 
and character arising out of this Credit Agreement or any of the 
other Loan Documents or the transactions contemplated hereby 
including, without limitation, (i) any actual or proposed use by the 
Borrower or any of its Subsidiaries of the proceeds of any of the 
Loans, (ii) the Borrower or any of its Subsidiaries entering into or 
performing this Credit Agreement or any of the other Loan 
Documents or (iii) with respect to the Borrower and its Subsidiaries 
and their respective properties and assets, the violation of any 
Environmental Law, the presence, disposal, escape, seepage, 
leakage, spillage, discharge, emission, release or threatened release 
of any Hazardous Substances or any action, suit, proceeding or 
investigation brought or threatened with respect to any Hazardous 
Substances (including, but not limited to claims with respect to 
wrongful death, personal injury or damage to property), in each 
case including, without limitation, the reasonable fees and 
disbursements of counsel and allocated costs of internal counsel 
incurred in connection with any such investigation, litigation or 
other proceeding.  In litigation, or the preparation therefor, the 
Banks and the Agent shall be entitled to select their own counsel 
and, in addition to the foregoing indemnity, the Borrower agrees to 
pay promptly the reasonable fees and expenses of such counsel.  If, 
and to the extent that the obligations of the Borrower under this 
sect.15 are unenforceable for any reason, the Borrower hereby 
agrees to make the maximum contribution to the payment in 
satisfaction of such obligations which is permissible under 
applicable law.  The covenants contained in this sect.15 shall 
survive payment of satisfaction in full of all other obligations.
16.  SURVIVAL OF COVENANTS, ETC.  
All covenants, agreements, representations and warranties 
made herein, in the Notes, in any of the other Loan Documents or in 
any documents or other papers delivered by or on behalf of the 
Borrower or any of its Subsidiaries pursuant hereto shall be deemed 
to have been relied upon by the Banks and the Agent, 
notwithstanding any investigation heretofore or hereafter made by 
any of them, and shall survive the making by the Banks of the 
Loans, as herein contemplated, and shall continue in full force and 
effect so long as any amount due under this Credit Agreement or 
the Notes or any of the other Loan Documents remains outstanding 
or any Bank has any obligation to make any Loans, and for such 
further time as may be otherwise expressly specified in this Credit 
Agreement.  All statements contained in any certificate or other 
paper delivered to any Bank or the Agent at any time by or on 
behalf of the Borrower or any of its Subsidiaries pursuant hereto or 
in connection with the transactions contemplated hereby shall 
constitute representations and warranties by the Borrower or such 
Subsidiary hereunder.
17.  ASSIGNMENT AND PARTICIPATION.  
17.1.  Conditions to Assignment by Banks.  Except as 
provided herein, each Bank may assign to one or more Eligible 
Assignees all or a portion of its interests, rights and obligations 
under this Credit Agreement (including all or a portion of its 
Commitment Percentage and Commitment and the same portion of 
the Loans at the time owing to it) and the Notes held by it; provided 
that (i) each of the Agent and, unless a Default or Event of Default 
shall have occurred and be continuing, the Borrower shall have 
given its prior written consent to such assignment, which consent, 
in the case of the Borrower and the Agent, will not be unreasonably 
withheld, (ii) each such assignment shall be of a constant, and not a 
varying, percentage of all the assigning Bank's rights and 
obligations under this Credit Agreement, (iii) each assignment shall 
be in an amount that is a whole multiple of $5,000,000, and (iv) 
each Bank which is a Bank on the date hereof shall retain, free of 
any such assignment, an amount of its Commitment of not less than 
$5,000,000, and (v) the parties to such assignment shall execute 
and deliver to the Agent, for recording in the Register (as 
hereinafter defined), an Assignment and Acceptance, substantially 
in the form of Exhibit H hereto (an "Assignment and Acceptance"), 
together with any Notes subject to such assignment.  Upon such 
execution, delivery, acceptance and recording, from and after the 
effective date specified in each Assignment and Acceptance, which 
effective date shall be at least five (5) Business Days after the 
execution thereof, (i) the assignee thereunder shall be a party 
hereto and, to the extent provided in such Assignment and 
Acceptance, have the rights and obligations of a Bank hereunder, 
and (ii) the assigning Bank shall, to the extent provided in such 
assignment and upon payment to the Agent of the registration fee 
referred to in sect.17.3, be released from its obligations under this 
Credit Agreement.
17.2.  Certain Representations and Warranties; 
Limitations; Covenants.  By executing and delivering an 
Assignment and Acceptance, the parties to the assignment 
thereunder confirm to and agree with each other and the other 
parties hereto as follows:
(a)  other than the representation and warranty that it 
is the legal and beneficial owner of the interest being 
assigned thereby free and clear of any adverse claim, the 
assigning Bank makes no representation or warranty, 
express or implied, and assumes no responsibility with 
respect to any statements, warranties or representations 
made in or in connection with this Credit Agreement or the 
execution, legality, validity, enforceability, genuineness, 
sufficiency or value of this Credit Agreement, the other Loan 
Documents or any other instrument or document furnished 
pursuant hereto or the attachment, perfection or priority of 
any security interest or mortgage;
(b)  the assigning Bank makes no representation or 
warranty and assumes no responsibility with respect to the 
financial condition of the Borrower and its Subsidiaries or 
any other Person primarily or secondarily liable in respect of 
any of the Obligations, or the performance or observance by 
the Borrower and its Subsidiaries or any other Person 
primarily or secondarily liable in respect of any of the 
Obligations of any of their obligations under this Credit 
Agreement or any of the other Loan Documents or any other 
instrument or document furnished pursuant hereto or 
thereto;
(c)  such assignee confirms that it has received a copy 
of this Credit Agreement, together with copies of the most 
recent financial statements referred to in sect.5.4 and sect.6.4 
and such other documents and information as it has deemed 
appropriate to make its own credit analysis and decision to 
enter into such Assignment and Acceptance;
(d)  such assignee will, independently and without 
reliance upon the assigning Bank, the Agent or any other 
Bank and based on such documents and information as it 
shall deem appropriate at the time, continue to make its own 
credit decisions in taking or not taking action under this 
Credit Agreement;
(e)  such assignee represents and warrants that it is an 
Eligible Assignee;
(f)  such assignee appoints and authorizes the Agent to 
take such action as agent on its behalf and to exercise such 
powers under this Credit Agreement and the other Loan 
Documents as are delegated to the Agent by the terms hereof 
or thereof, together with such powers as are reasonably 
incidental thereto;
(g)  such assignee agrees that it will perform in 
accordance with their terms all of the obligations that by the 
terms of this Credit Agreement are required to be performed 
by it as a Bank; and
(h)  such assignee represents and warrants that it is 
legally authorized to enter into such Assignment and 
Acceptance.
17.3.  Register.  The Agent shall maintain a copy of each 
Assignment and Acceptance delivered to it and a register or similar 
list (the "Register") for the recordation of the names and addresses 
of the Banks and the Commitment Percentage of, and principal 
amount of the Loans owing to the Banks from time to time.  The 
entries in the Register shall be conclusive, in the absence of 
manifest error, and the Borrower, the Agent and the Banks may 
treat each Person whose name is recorded in the Register as a Bank 
hereunder for all purposes of this Credit Agreement.  The Register 
shall be available for inspection by the Borrower and the Banks at 
any reasonable time and from time to time upon reasonable prior 
notice.  Upon each such recordation, the assigning Bank agrees to 
pay to the Agent a registration fee in the sum of $2,500.
17.4.  New Notes.  Upon its receipt of an Assignment and 
Acceptance executed by the parties to such assignment, together 
with each Note subject to such assignment, the Agent shall (i) 
record the information contained therein in the Register, and (ii) 
give prompt notice thereof to the Borrower and the Banks (other 
than the assigning Bank).  Within five (5) Business Days after 
receipt of such notice, the Borrower, at its own expense, shall 
execute and deliver to the Agent, in exchange for each surrendered 
Note, a new Note to the order of such Eligible Assignee in an 
amount equal to the amount assumed by such Eligible Assignee 
pursuant to such Assignment and Acceptance and, if the assigning 
Bank has retained some portion of its obligations hereunder, a new 
Note to the order of the assigning Bank in an amount equal to the 
amount retained by it hereunder.  Such new Notes shall provide 
that they are replacements for the surrendered Notes, shall be in an 
aggregate principal amount equal to the aggregate principal 
amount of the surrendered Notes, shall be dated the effective date 
of such Assignment and Acceptance and shall otherwise be in 
substantially the form of the assigned Notes.  Within five (5) days of 
issuance of any new Notes pursuant to this sect.17.4, the Borrower 
shall deliver an opinion of counsel, addressed to the Banks and the 
Agent, relating to the due authorization, execution and delivery of 
such new Notes and the legality, validity and binding effect thereof, 
in form and substance reasonably satisfactory to the Banks.  The 
surrendered Notes shall be cancelled and returned to the Borrower.
17.5.  Participations.  Each Bank may sell participations to 
one or more banks or other entities in all or a portion of such Bank's 
rights and obligations under this Credit Agreement and the other 
Loan Documents; provided that (i) each such participation shall be 
in an amount of not less than $5,000,000, (ii) any such sale or 
participation shall not affect the rights and duties of the selling 
Bank hereunder to the Borrower and (iii) the only rights granted to 
the participant pursuant to such participation arrangements with 
respect to waivers, amendments or modifications of the Loan 
Documents shall be the rights to approve waivers, amendments or 
modifications that would reduce the principal of or the interest rate 
on any Loans, extend the term or increase the amount of the 
Commitment of such Bank as it relates to such participant, reduce 
the amount of any facility fees to which such participant is entitled 
or extend any regularly scheduled payment date for principal or 
interest.
17.6.  Disclosure.  The Borrower agrees that in addition to 
disclosures made in accordance with standard and customary 
banking practices any Bank may disclose information obtained by 
such Bank pursuant to this Credit Agreement to assignees or 
participants and potential assignees or participants hereunder; 
provided that such assignees or participants or potential assignees 
or participants shall agree (i) to treat in confidence such 
information unless such information otherwise becomes public 
knowledge, (ii) not to disclose such information to a third party, 
except as required by law or legal process and (iii) not to make use 
of such information for purposes of transactions unrelated to such 
contemplated assignment or participation.
17.7.  Assignee or Participant Affiliated with the 
Borrower.  If any assignee Bank is an Affiliate of the Borrower, 
then any such assignee Bank shall have no right to vote as a Bank 
hereunder or under any of the other Loan Documents for purposes 
of granting consents or waivers or for purposes of agreeing to 
amendments or other modifications to any of the Loan Documents 
or for purposes of making requests to the Agent pursuant to 
sect.11.1 or sect.11.2, and the determination of the Majority Banks 
shall for all purposes of this Agreement and the other Loan 
Documents be made without regard to such assignee Bank's interest 
in any of the Loans.  If any Bank sells a participating interest in 
any of the Loans to a participant, and such participant is the 
Borrower or an Affiliate of the Borrower, then such transferor Bank 
shall promptly notify the Agent of the sale of such participation.  A 
transferor Bank shall have no right to vote as a Bank hereunder or 
under any of the other Loan Documents for purposes of granting 
consents or waivers or for purposes of agreeing to amendments or 
modifications to any of the Loan Documents or for purposes of 
making requests to the Agent pursuant to sect.11.1 or sect.11.2 to 
the extent that such participation is beneficially owned by the 
Borrower or any Affiliate of the Borrower, and the determination of 
the Majority Banks shall for all purposes of this Agreement and the 
other Loan Documents be made without regard to the interest of 
such transferor Bank in the Loans to the extent of such 
participation.
17.8.  Miscellaneous Assignment Provisions.  Any 
assigning Bank shall retain its rights to be indemnified pursuant to 
sect.15 with respect to any claims or actions arising prior to the 
date of such assignment.  If any assignee Bank is not incorporated 
under the laws of the United States of America or any state thereof, 
it shall, prior to the date on which any interest or fees are payable 
hereunder or under any of the other Loan Documents for its 
account, deliver to the Borrower and the Agent certification as to its 
exemption from deduction or withholding of any United States 
federal income taxes.  If FNBB transfers all of its interest, rights 
and obligations under this Credit Agreement, the Agent shall, in 
consultation with the Borrower and with the consent of the 
Borrower and the Majority Banks, appoint another Bank to act as a 
reference bank hereunder for purposes of the definition of 
Eurodollar Rate.  Anything contained in this sect.17 to the contrary 
notwithstanding, any Bank may at any time pledge all or any 
portion of its interest and rights under this Credit Agreement 
(including all or any portion of its Notes) to any of the twelve 
Federal Reserve Banks organized under sect.4 of the Federal 
Reserve Act, 12 U.S.C. sect.341.  No such pledge or the enforcement 
thereof shall release the pledgor Bank from its obligations 
hereunder or under any of the other Loan Documents.
17.9.  Assignment by Borrower.  The Borrower shall not 
assign or transfer any of its rights or obligations under any of the 
Loan Documents without the prior written consent of each of the 
Banks.
18.  NOTICES, ETC.  
Except as otherwise expressly provided in this Credit 
Agreement, all notices and other communications made or required 
to be given pursuant to this Credit Agreement or the Notes shall be 
in writing and shall be delivered in hand, mailed by United States 
registered or certified first class mail, postage prepaid, sent by 
overnight courier, or sent by telegraph, telecopy, telefax or telex 
and confirmed by delivery via courier or postal service, addressed as 
follows:
(a)  if to the Borrower, at 500 Main Street, Groton, 
Massachusetts 01471, Attention: John F. Fairbanks, or at 
such other address for notice as the Borrower shall last have 
furnished in writing to the Person giving the notice;
(b)  if to the Agent, at 100 Federal Street, Boston, 
Massachusetts 02110, USA, Attention: Chris D. Francis, Vice 
President, or such other address for notice as the Agent shall 
last have furnished in writing to the Person giving the notice; 
and
(c)  if to any Bank, at such Bank's address set forth on 
Schedule 1 hereto, or such other address for notice as such 
Bank shall have last furnished in writing to the Person 
giving the notice.
Any such notice or demand shall be deemed to have been duly 
given or made and to have become effective (i) if delivered by hand, 
overnight courier or facsimile to a responsible officer of the party to 
which it is directed, at the time of the receipt thereof by such officer 
or the sending of such facsimile and (ii) if sent by registered or 
certified first-class mail, postage prepaid, on the third Business Day 
following the mailing thereof.
19.  GOVERNING LAW.  
THIS CREDIT AGREEMENT AND EACH OF THE 
OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE 
SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS 
UNDER THE LAWS OF THE COMMONWEALTH  OF 
MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE 
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY 
THE LAWS OF SAID COMMONWEALTH  OF 
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE 
TO CONFLICTS OR CHOICE OF LAW).  THE BORROWER 
AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF 
THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN 
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE 
COMMONWEALTH  OF MASSACHUSETTS OR ANY 
FEDERAL COURT SITTING THEREIN AND CONSENT TO 
THE NONEXCLUSIVE JURISDICTION OF SUCH COURT 
AND THE SERVICE OF PROCESS IN ANY SUCH SUIT 
BEING MADE UPON THE BORROWER BY MAIL AT THE 
ADDRESS SPECIFIED IN sect.18.  THE BORROWER 
HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR 
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR 
ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN 
AN INCONVENIENT COURT.
20.  HEADINGS.  
The captions in this Credit Agreement are for convenience of 
reference only and shall not define or limit the provisions hereof.
21.  COUNTERPARTS.  
This Credit Agreement and any amendment hereof may be 
executed in several counterparts and by each party on a separate 
counterpart, each of which when so executed and delivered shall be 
an original, and all of which together shall constitute one 
instrument.  In proving this Credit Agreement it shall not be 
necessary to produce or account for more than one such counterpart 
signed by the party against whom enforcement is sought.
22.  ENTIRE AGREEMENT, ETC.  
The Loan Documents and any other documents executed in 
connection herewith or therewith express the entire understanding 
of the parties with respect to the transactions contemplated hereby.  
Neither this Credit Agreement nor any term hereof may be 
changed, waived, discharged or terminated, except as provided in 
sect.24.
23.  WAIVER OF JURY TRIAL.  
The Borrower hereby waives its right to a jury trial with 
respect to any action or claim arising out of any dispute in 
connection with this Credit Agreement, the Notes or any of the 
other Loan Documents, any rights or obligations hereunder or 
thereunder or the performance of such rights and obligations.  
Except as prohibited by law, the Borrower hereby waives any right 
it may have to claim or recover in any litigation referred to in the 
preceding sentence any special, exemplary, punitive or 
consequential damages or any damages other than, or in addition 
to, actual damages.  The Borrower (i) certifies that no 
representative, agent or attorney of any Bank or the Agent has 
represented, expressly or otherwise, that such Bank or the Agent 
would not, in the event of litigation, seek to enforce the foregoing 
waivers and (ii) acknowledges that the Agent and the Banks have 
been induced to enter into this Credit Agreement, the other Loan 
Documents to which it is a party by, among other things, the 
waivers and certifications contained herein.
24.  CONSENTS, AMENDMENTS, WAIVERS, ETC.  
Except as otherwise expressly provided in this Credit 
Agreement, any consent or approval required or permitted by this 
Credit Agreement to be given by one or more or all of the Banks 
may be given, and any term of this Credit Agreement or of any 
other instrument related hereto or mentioned herein may be 
amended, and the performance or observance by the Borrower of 
any terms of this Credit Agreement or such other instrument or the 
continuance of any Default or Event of Default may be waived 
(either generally or in a particular instance and either retroactively 
or prospectively) with, but only with, the written consent of the 
Borrower and the written consent of the Majority Banks.  
Notwithstanding the foregoing, the rate of interest on the Notes 
(other than interest accruing pursuant to sect.4.11.2 following the 
effective date of any waiver by the Majority Banks of the Default or 
Event of Default relating thereto), the term of the Notes, the 
amount of the Commitments of the Banks, and the amount of the 
facility fee hereunder may not be changed without the written 
consent of the Borrower and the written consent of each Bank 
affected thereby; the definition of Majority Banks may not be 
amended without the written consent of all of the Banks; and the 
amount of the Agent's fee and sect.13 may not be amended without 
the written consent of the Agent.  No waiver shall extend to or 
affect any obligation not expressly waived or impair any right 
consequent thereon.  No course of dealing or delay or omission on 
the part of either Bank in exercising any right shall operate as a 
waiver thereof or otherwise be prejudicial thereto.  No notice to or 
demand upon the Borrower shall entitle the Borrower to other or 
further notice or demand in similar or other circumstances.
25.  SEVERABILITY.  
The provisions of this Credit Agreement are severable and if 
any one clause or provision hereof shall be held invalid or 
unenforceable in whole or in part in any jurisdiction, then such 
invalidity or unenforceability shall affect only such clause or 
provision, or part thereof, in such jurisdiction, and shall not in any 
manner affect such clause or provision in any other jurisdiction, or 
any other clause or provision of this Credit Agreement in any 
jurisdiction.
26.  PRIOR CREDIT AGREEMENT.  
Each of FNBB and the Borrower agree that (a) all amounts 
outstanding as of the Closing Date under the Revolving Credit 
Agreement dated as of August 28, 1996 between the Borrower and 
FNBB, including principal interest, and fees, have been repaid and 
(b) such Agreement, together with all commitments to lend 
thereunder, are hereby terminated; provided that nothing contained 
in this sect.26 shall be deemed to terminate those provisions of the 
Revolving Credit Agreement dated as of August 28, 1996 and the 
loan documents related thereto regarding indemnification and 
expense reimbursement, which provisions shall survive the Closing 
Date.  

IN WITNESS WHEREOF, the undersigned have duly 
executed this Credit Agreement as a sealed instrument as of the 
date first set forth above.
NEW ENGLAND BUSINESS 
SERVICE, INC.
By:   /s/ John F. Fairbanks

John F. Fairbanks
Vice President and Chief 
Financial Officer
THE FIRST NATIONAL 
BANK OF BOSTON, 
individually and as Agent
By:   /s/ Chris D. Francis

Chris D. Francis
Vice President
FLEET NATIONAL BANK, 
individually and as 
Documentation Agent
By:   /s/ Mary M. Barcus

Mary M. Barcus
Vice President
 

 

EX-10.2

Exhibit 10.2

NEW ENGLAND BUSINESS SERVICE, INC.
500 Main Street
Groton, Massachusetts 01471



Agreement to Furnish Copies of Omitted Exhibits and Schedules
to Revolving Credit Agreement



	New England Business Service, Inc. (the Registrant) is not filing 
as exhibits to its Current Report on Form 8-K dated April 15, 1997, 
copies of the exhibits and schedules to the Revolving Credit Agreement 
dated as of March 26, 1997, by and among New England Business 
Service, Inc., The First National Bank of Boston and Fleet National Bank 
(together with certain other financial institutions, the Banks), The First 
National Bank of Boston, as agent for the Banks, and Fleet  National 
Bank, as documentation agent for the Banks, which Agreement is filed 
as Exhibit 2.1 thereto.

	Registrant agrees to furnish to the Securities and Exchange 
Commission, upon request, copies of such omitted exhibits and 
schedules.


Dated:  April  15, 1997
NEW ENGLAND BUSINESS 
SERVICE, INC. (Registrant)


By: 	/s/ John F. Fairbanks             
	    John F. Fairbanks
	    VP, Chief Financial 
     Officer