PRECISION RESPONSE CORP, S-1, 1996-05-06

PRECISION RESPONSE CORP
S-1, 1996-05-06

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 6, 1996
REGISTRATION NO. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

PRECISION RESPONSE CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
FLORIDA 7389 59-2194806
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

1505 N.W. 167TH STREET
MIAMI, FLORIDA 33169
(305) 626-4600
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

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

MARK J. GORDON
CHIEF EXECUTIVE OFFICER
PRECISION RESPONSE CORPORATION
1505 N.W. 167TH STREET
MIAMI, FLORIDA 33169
(305) 626-4600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

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

Copies to:

ALAN D. AXELROD, ESQ. ANDREW L. BLAIR, JR., ESQ.
Rubin Baum Levin Sherman & Howard L.L.C.
Constant Friedman & Bilzin 633 17th Street, Suite 3000
2500 First Union Financial Center Denver, Colorado 80202
200 South Biscayne Boulevard Telephone: (303) 297-2900
Miami, Florida 33131-2336
Telephone: (305) 374-7580

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

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

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered in connection with
dividend or interest reinvestment plans, check the following box: / /

If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: / /

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: / /

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER OFFERING PRICE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) SHARE(2) (2) FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value . . . . . . . . . 3,450,000 shares $16.00 $55,200,000 $19,034
=============================================================================================================================
</TABLE>

(1) Includes an aggregate of 450,000 shares that the Underwriters have the
option to purchase from the Company and the Selling Shareholders to
cover over-allotments, if any.

(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act of
1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

================================================================================

<PAGE> 2
PRECISION RESPONSE CORPORATION

CROSS REFERENCE SHEET

PURSUANT TO ITEM 501(b) OF REGULATION S-K
SHOWING LOCATION IN PROSPECTUS OF PART I ITEMS OF FORM S-1

<TABLE>
<CAPTION>
ITEM AND HEADING IN FORM S-1 REGISTRATION STATEMENT LOCATION IN PROSPECTUS
- --------------------------------------------------- ----------------------------------------------------------
<S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . . . . . . . . Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges . . . . . . . . . . . Prospectus Summary; Risk Factors

4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . Prospectus Summary; Distribution of S Corporation
Earnings; Use of Proceeds

5. Determination of Offering Price . . . . . . . . . . . . . . Outside Front Cover Page; Underwriting

6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . Dilution

7. Selling Security Holders . . . . . . . . . . . . . . . . . Principal and Selling Shareholders

8. Plan of Distribution . . . . . . . . . . . . . . . . . . . Outside and Inside Front Cover Pages; Underwriting

9. Description of Securities to
be Registered . . . . . . . . . . . . . . . . . . . . . . Prospectus Summary; Dividend Policy;
Capitalization; Description of Capital Stock

10. Interests of Named Experts and Counsel . . . . . . . . . . Legal Matters; Independent Public Accountants

11. Information with Respect to the Registrant . . . . . . . . Outside and Inside Front Cover Pages;
Prospectus Summary; Risk Factors; Distribution of S
Corporation Earnings; Use of Proceeds; Dividend Policy;
Capitalization; Selected Financial and Operating Data;
Management's Discussion and Analysis of Financial
Condition and Results of Operations; Business; Management;
Certain Transactions; Principal and Selling Shareholders;
Description of Capital Stock; Shares Eligible for Future
Sale; Independent Public Accountants; Financial Statements

12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities . . . . . Not Applicable
</TABLE>

<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED MAY 6, 1996

PRECISION RESPONSE CORPORATION

COMMON STOCK

Of the shares of Common Stock offered hereby, are
being sold by Precision Response Corporation and are being sold
by the Selling Shareholders. The Company will not receive any of the proceeds
from the sale of the shares by the Selling Shareholders. See "Principal and
Selling Shareholders."

Prior to this offering, there has been no public market for the Common
Stock. It is currently estimated that the initial public offering price will
be between $ and $ per share. See "Underwriting" for the
factors to be considered in determining the initial public offering price.
Application will be made to list the Common Stock for quotation on the Nasdaq
National Market under the symbol "PRRC."
___________________

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 8.
___________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
============================================================================================================
Underwriting Proceeds to
Price Discounts and Proceeds to Selling
to Public Commissions(1) Company(2) Shareholders
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share . . . . . . . . . . . . $ $ $ $
- ------------------------------------------------------------------------------------------------------------
Total(3) . . . . . . . . . . . . $ $ $ $
============================================================================================================
</TABLE>

(1) The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."

(2) Before deducting offering expenses estimated at $ , all of which will
be paid by the Company.

(3) The Company and the Selling Shareholders have granted the Underwriters a
30-day option to purchase up to additional shares of Common
Stock solely to cover over-allotments, if any. If the option is exercised
in full, the total Price to Public, Underwriting Discounts and Commissions,
Proceeds to Company and Proceeds to Selling Shareholders will be $ ,
$ , $ and $ , respectively. See "Underwriting."

____________________

The shares of Common Stock are offered by the Underwriters subject to prior
sale, when, as and if delivered to and accepted by them, and are subject to the
right of the Underwriters to withdraw, cancel, or modify such offer and to
reject any order in whole or in part. It is expected that delivery of the
shares of Common Stock will be made on or about , 1996.

DAIN BOSWORTH FURMAN SELZ
Incorporated

The date of this Prospectus is , 1996

<PAGE> 4
PRECISION RESPONSE CORPORATION

[PICTURE]

____________________

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

2
<PAGE> 5
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and Financial Statements and
notes thereto appearing elsewhere in this Prospectus. See "Risk Factors" for
information prospective investors should consider. All references in this
Prospectus to "PRC" or the "Company" refer to Precision Response Corporation.
Except as otherwise indicated, all information in this Prospectus (i) has been
adjusted to reflect a recently completed -for-1 stock split of the
outstanding Common Stock and (ii) assumes no exercise of the Underwriters'
over-allotment option. See "Underwriting."

THE COMPANY

PRC is a leading full-service provider of telephone-based marketing and
customer service solutions on an outsourced basis to large corporations.
Through the integration of its teleservicing, database marketing and
management, and fulfillment capabilities, the Company is able to provide a
"one-stop" solution to meet its clients' needs. The Company believes that its
one-stop solution approach, combined with its sophisticated use of advanced
technology, provide a distinct competitive advantage in attracting clients
seeking to cost-effectively contact or service prospective or existing
customers. The Company's clients include several divisions of AT&T Corp.,
British Airways plc, Taco Bell Corp., FTD, Inc. and Anheuser-Busch Companies,
Inc. New clients expected to make significant contributions to 1996 revenues
include DirecTV, Pizza Hut Inc. and Video Guide.

PRC's revenues increased 101.4% to $30.2 million for 1995. For the first
quarter of 1996, revenues increased 97.1% to $11.6 million from $5.9 million
for the comparable quarter of 1995. Since 1993, the Company has focused
primarily on customer service programs for large corporations with significant
ongoing teleservicing needs. As a result, most of the Company's teleservicing
activities involve inbound (customer initiated) calls rather than outbound (PRC
initiated) calls. For the first quarter of 1996, 82.2% of the Company's
teleservicing revenues were from inbound calls. By June 1996, the Company will
be operating approximately 2,100 workstations in six telephone call centers
capable of handling up to 30 million calls per month and expects to add two
additional call centers, providing approximately 800 additional workstations,
in the second half of 1996.

The telephone-based marketing and customer service industry has experienced
substantial growth over the past ten years. Telephone-based direct marketing
expenditures increased from an estimated $34 billion in 1984 to an estimated
$77 billion in 1994. The Company believes that only a small percentage of
those 1994 expenditures was for outsourced services. The Company expects that
large companies increasingly will outsource telephone-based marketing and
customer service activities in order to focus internal resources on their core
competencies and to improve the quality and cost-effectiveness of their
marketing and customer service efforts by using the expertise and specialized
capability of larger-scale teleservices providers. The Company also believes
that organizations with superior customer service and sophisticated, advanced
technology, such as PRC, will particularly benefit from this outsourcing trend.

PRC's objective is to become the premier full-service provider of
telephone-based marketing and customer service solutions. The Company's
strategy for achieving this objective is to offer high-quality, fully
integrated services to its clients which are customized to address each
client's unique needs, and to improve the quality and cost-effectiveness of the
client's marketing and customer service operations. The Company believes it
possesses, and is enhancing, a number of competitive strengths that will help
it achieve its objective, including:

- "One-Stop" Solutions Through Fully Integrated Services. The Company's
integration of teleservicing, database marketing and management, and
fulfillment services as part of a one-stop solution provides a
cost-effective and efficient method for its clients to manage their
growing direct marketing and customer service needs. The Company is
typically involved in all stages of formulating, designing and
implementing its clients' marketing and customer service programs.
PRC believes that this solution-oriented, value-added approach to
addressing its clients' needs distinguishes PRC from its competitors
and plays a vital role in the Company's ability to attract and retain
clients.

- Advanced Technology. The Company's sophisticated use of advanced
technology enables it to develop and deliver solutions to its clients'
complex marketing and customer service needs. Through the efforts of
its information services group comprised of over 100 information
systems specialists, the Company has designed comprehensive systems
that allow it to rapidly develop and implement application software
for each client's program and to integrate the Company's centrally
managed wide area network with the client's management information
systems. PRC has also developed specialized software programs, CCPro
and PRC On-Line, which more cost-effectively utilize the Company's
hardware capabilities and also provide a seamless interaction with its
clients' systems.

3
<PAGE> 6
- Rapid Deployment of Call Centers. PRC has the ability to have a call
center fully operational in approximately 60 days, as demonstrated by
the recent openings of a 225 workstation call center and a 410
workstation call center in April 1996 and the planned opening of a 480
workstation call center in June 1996. The Company plans in advance of
the actual need for new call centers by maintaining a list of
prospective sites that can be leased on short notice and have been
pre-qualified in terms of the availability of necessary utilities and
parking, suitability for build-out as a call center and access to a
suitable labor pool. This ability to rapidly expand its capacity has
enabled the Company to provide rapid response to its clients' needs
and to compete effectively for new business opportunities.

- Long-Term Client Relationships. The Company seeks to develop
long-term client relationships by becoming an integral part of its
clients' overall marketing and customer service efforts. Account
services teams, comprised of representatives of the teleservices,
information services and fulfillment departments, work closely with
each client to formulate, design and implement the client's program.
This close working relationship positions PRC as a strategic partner
with its clients.

- Strong Commitment to Quality. PRC strives to achieve the highest
quality standards in the industry. Over 89% of PRC's customer service
representatives are full-time, which the Company believes results in
greater stability and quality in the workforce. The Company utilizes
a rigorous screening process for new hires and extensive classroom and
on-the-job training programs. Each representative's performance is
monitored regularly by a quality assurance team, and the client
commitment team ensures that the Company fulfills its commitments
in connection with each client program in a timely manner. Because
PRC's services involve direct contact with its clients' customers,
the Company's commitment to quality is critical to its ability to
attract and retain clients.

PRC's operations are organized to effectively provide one-stop solutions to
its clients' marketing and customer service needs. Each client program is
managed by an account services manager who is generally dedicated to a single
client. The account services manager assembles a team from the teleservices,
information services and fulfillment operating groups which is assigned
responsibility for a program throughout its term. This team works with the
client to formulate and design a marketing or customer service program tailored
to achieve that client's objectives. In implementing the program, the account
services team is supported by the human resources department which carefully
selects the customer service representatives for that particular program. In
addition, the quality assurance and client commitment teams monitor the
program to ensure that it is carried out in accordance with specifications.

The Company is a Florida corporation and its principal executive office is
located at 1505 N.W. 167th Street, Miami, Florida 33169. Its telephone number
is (305) 626-4600.

4
<PAGE> 7
THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company . . . . . . . . . . . . . . . shares

Common Stock offered by the Selling Shareholders . . . . . . . . shares

Common Stock to be outstanding after this offering . . . . . . . shares (1)

Use of proceeds by the Company . . . . . . . . . . . . . . . . . To repay indebtedness, to pay a distribution of S
corporation earnings to the Company's current
shareholders, and for general corporate purposes,
including call center expansion and working capital.

Proposed Nasdaq Stock Market symbol . . . . . . . . . . . . . . . PRRC
</TABLE>

______________

(1) Excludes shares of Common Stock issuable upon exercise of
stock options to be granted under the Company's Stock Plans on the date of
this Prospectus, of which shares will have exercise prices of $
per share and shares will have exercise prices equal to the initial
public offering price. Also excludes additional shares of
Common Stock reserved for future issuance under such plans. See
"Management--Employee Stock Plan and Director Stock Plan."

5
<PAGE> 8

SUMMARY FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
----------------------------------------------------- -------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues ....................... $ 16,206 $ 16,107 $ 18,218 $ 14,998 $ 30,204 $ 5,910 $ 11,649

Operating income (loss) ........ 1,955 725 265 (81) 1,828 532 890

Net income (loss) as reported(1) 1,849 539 (246) (372) 1,456 451 754

Pro forma provision (benefit)
for income taxes(1) ........... 717 247 (46) (86) 619 184 312
-------- -------- -------- -------- -------- -------- --------

Pro forma net income (loss)(1) . $ 1,132 $ 292 $ (200) $ (286) $ 837 $ 267 $ 442
======== ======== ======== ======== ======== ======== ========

Pro forma net income (loss)
per share(1)(2) .............. $ $ $ $ $ (3) $ $ (3)
======== ======== ======== ======== ======== ======== ========

Weighted average number of
shares of common stock
outstanding(2) ...............
======== ======== ======== ======== ======== ======== ========

NUMBER OF WORKSTATIONS
(at end of period) ............. 120 320 320 320 550 550 984(4)
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, 1996
---------------------------

ACTUAL AS ADJUSTED(5)
----------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,327

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,922

Short-term obligations (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,029

Long-term obligations, less current maturities . . . . . . . . . . . . . . . . . . 5,894

Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,414
</TABLE>

________________________

(1) Prior to this offering, the Company was an S corporation and not subject to
Federal and Florida corporate income taxes. The statement of operations
data reflects a pro forma provision (benefit) for income taxes as if the
Company were subject to Federal and Florida corporate income taxes for all
periods. This pro forma provision (benefit) for income taxes is computed
using a combined Federal and state tax rate of 37.6%. See Note 10 of Notes
to Financial Statements.

(2) Amounts to be completed upon amendment of the Registration Statement of
which this Prospectus is a part after a stock split of outstanding Common
Stock is completed. See Note 10 of Notes to Financial Statements for an
explanation of the determination of the number of shares used in computing
pro forma net income (loss) per share.

(3) Supplemental pro forma net income per share would have been $ per
share and $ per share for the year ended December 31, 1995 and the
three months ended March 31, 1996, respectively, giving effect to the use
of a portion of the net proceeds of this offering to repay the Company's
bank borrowings at January 1, 1995, and assuming an increase in the number
of weighted average shares outstanding to .

(4) The Company currently operates five call centers with 1,619 workstations
and expects to open an additional call center with 480 workstations in June
1996. In the second half of 1996, the Company expects to add two more call
centers providing approximately 800 additional workstations.

<PAGE> 9
(5) Adjusted to give effect to the conversion of the Company to a C
corporation, the payment of net amount due from shareholders upon
completion of the offering, the sale of the Common Stock offered by the
Company hereby (at the assumed initial public offering price of $ per
share) and the application of the estimated net proceeds therefrom as set
forth under "Use of Proceeds." See Note 10 of Notes to Financial
Statements.

(6) Short-term obligations consist of current maturities of long-term
obligations, which include notes payable, installment loans and capital
leases.

7
<PAGE> 10
RISK FACTORS

In addition to the other information set forth in this Prospectus, the
following risk factors should be considered carefully in evaluating the Company
and its business before purchasing any of the shares of Common Stock offered
hereby.

FACTORS AFFECTING ABILITY TO MANAGE AND SUSTAIN GROWTH

The Company has experienced rapid growth over the last five quarters and
anticipates continued growth to be driven primarily by industry trends towards
outsourcing of telephone-based marketing and customer service operations and
increased sales by the Company to new and existing clients and in new markets.
Future growth will depend on a number of factors, including the effective and
timely initiation and development of client relationships, opening of new call
centers, and recruitment, motivation and retention of qualified personnel.
Sustaining growth will also require the continuing enhancement of operational
and financial systems and will require additional management, operational and
financial resources. There can be no assurance that the Company will be able
to manage its expanding operations effectively or that it will be able to
maintain or accelerate its growth. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business."

RELIANCE ON MAJOR CLIENTS AND KEY INDUSTRIES

A substantial portion of the Company's revenue is generated from relatively
few clients and the loss of a significant client or clients could have a
materially adverse effect on the Company. The Company's five and two largest
clients collectively accounted for 77.0% and 59.4%, respectively, of the
Company's total revenues in 1995, and 76.5% and 66.2%, respectively, of the
Company's total revenues for the first three months of 1996. The Company's
largest client in 1995 and the first three months of 1996 was AT&T. The
Company conducts business with several divisions of AT&T, which the Company
considers to be separate clients. AT&T's various divisions, in the aggregate,
accounted for approximately 42.1% and 61.3% of the Company's total revenues
during 1995 and the first quarter of 1996, respectively. Many of the Company's
clients are concentrated in the telecommunications, transportation, consumer
products and food and beverage industries. A trend in any of these industries
not to use, or to reduce their use of, outsourced telephone-based marketing,
customer service, database marketing and management, and fulfillment services
could have a materially adverse effect on the Company's business. The Company
generally operates under contracts which may be terminated on short notice.
See "Business."

COMPETITIVE AND FRAGMENTED INDUSTRY; POTENTIAL FUTURE COMPETING TECHNOLOGIES
AND TRENDS

The industry in which the Company competes is very competitive and highly
fragmented. PRC's competitors range in size from very small firms offering
special applications and short term projects to large independent firms and the
in-house operations of many clients and potential clients. A number of
competitors have capabilities and resources equal to, or greater than, the
Company's. Some of the Company's services also compete with other forms of
direct marketing such as television, radio, on-line services as well as the
Internet, and other marketing media. There can be no assurance that, as the
Company's industry continues to evolve, additional competitors with greater
resources than the Company will not enter the industry (or particular segments
of the industry) or that the Company's clients will not choose to conduct more
of their telephone-based marketing or customer service activities internally.
See "Business--Competition."

The telemarketing industry has grown significantly over the past ten years.
The development of new forms of direct sales and marketing techniques, such as
interactive home shopping through television, computer networks and other
media, could have an adverse effect on the demand for the Company's services.
In addition, the increased use of new telephone-based technologies, such as
interactive voice response systems, could reduce the demand for certain of the
Company's offerings. Moreover, the effectiveness of marketing by telephone
could also decrease as a result of consumer saturation and increased consumer
resistance to this direct marketing tool. Although the Company attempts to
monitor industry trends and respond accordingly, there can be no assurance that
the Company will be able to anticipate and successfully respond to such trends
in a timely manner. See "Business."

DEPENDENCE ON LABOR FORCE

The Company's industry is very labor intensive and has experienced high
personnel turnover. Many of the Company's employees receive modest hourly
wages. Although the Company believes that its turnover rate is low compared to
its competitors, the teleservicing industry in general has a relatively high
turnover rate. A higher turnover rate among the Company's employees would
increase the Company's recruiting and training costs and decrease operating
efficiencies and productivity. Some of the Company's operations, particularly
its technical help

8
<PAGE> 11
desk, frequent flyer program and technology-based inbound customer service,
require specially trained employees. Growth in the Company's business will
require it to recruit and train qualified personnel at an accelerated rate from
time to time. There can be no assurance that the Company will be able to
continue to hire, train and retain a sufficient labor force of qualified
employees. A significant portion of the Company's costs consists of wages to
hourly workers. An increase in hourly wages, costs of employee benefits or
employment taxes could materially adversely effect the Company. See
"Business--Personnel and Training."

RELIANCE ON TECHNOLOGY

The Company has invested significantly in sophisticated and specialized
telecommunications and computer technology, and has focused on the application
of this technology to provide customized solutions to meet its clients' needs.
The Company anticipates that it will be necessary to continue to select, invest
in and develop new and enhanced technology on a timely basis in the future in
order to maintain its competitiveness. The Company's future success will also
depend in part on its ability to continue to develop information technology
solutions which keep pace with evolving industry standards and changing client
demands. There can be no assurance that the Company will be successful in
anticipating technological changes or in selecting and developing new and
enhanced information technology on a timely basis. Although the Company
believes that its systems are among the most advanced in the industry, its
technological advantage arises from the sophisticated application of technology
that is readily available to or could legally be duplicated by its competitors.
There can be no assurance that this technological advantage can be maintained.
In addition, the Company's business is highly dependent on its computer and
telephone equipment and software systems, and the temporary or permanent loss
of such equipment or systems, through casualty or operating malfunction, could
have a materially adverse effect on the Company's business. See
"Business--Business Strategy" and "--Technology."

DEPENDENCE ON KEY PERSONNEL

The success of the Company depends in large part upon the abilities and
continued service of its executive officers and other key employees such as
Mark J. Gordon and David L. Epstein, its Chief Executive Officer and President,
respectively. While the Company has employment agreements with certain of its
key personnel, including Mr. Gordon and Mr. Epstein, there can be no assurance
that the Company will be able to retain the services of such key personnel.
The loss of key personnel could have a materially adverse effect on the
Company. In order to support its growth, the Company will be required to
effectively recruit, develop and retain additional qualified management
personnel. See "Management."

DEPENDENCE ON TELEPHONE SERVICE

The Company's business is materially dependent on service provided by
various local and long distance telephone companies. A significant increase in
the cost of telephone services that is not recoverable through an increase in
the price of the Company's services, or any significant interruption in
telephone services, could have a materially adverse impact on the Company's
business and operating margins.

GOVERNMENT REGULATION

The Company's industry has become subject to an increasing amount of
Federal and state regulation in the past five years. The Rules of the Federal
Communications Commission (the "FCC") under the Federal Telephone Consumer
Protection Act of 1991, among other things, limit the hours during which
telemarketers may call consumers and prohibit the use of automated telephone
dialing equipment to call certain telephone numbers. The Federal Telemarketing
and Consumer Fraud and Abuse Prevention Act of 1994 (the "TCFAPA") broadly
authorizes the Federal Trade Commission (the "FTC") to issue regulations
prohibiting misrepresentation in telephone sales. In August 1995, the FTC
issued regulations under the TCFAPA which, among other things, require certain
price, warranty, refund and payment disclosures when placing telephone
solicitation calls and specifically address other perceived telemarketing
abuses in the offering of prizes and the sale of business opportunities or
investments. The Company's operating procedures comply with the telephone
solicitation rules of the FCC and FTC. However, there can be no assurance that
additional Federal or state legislation, or changes in regulatory
implementation, would not limit the activities of the Company or its clients in
the future or significantly increase the cost of regulatory compliance.

Several of the industries in which the Company's clients operate are
subject to varying degrees of government regulation. Generally, compliance
with these regulations is the responsibility of the Company's clients.
However, the Company could be subject to a variety of enforcement or private
actions for its failure or the failure of its clients to comply with such
regulations. See "Business--Government Regulation."

9
<PAGE> 12

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

The Company has experienced and expects to continue to experience quarterly
variations in revenues and operating income as a result of many factors,
including the timing of clients' marketing campaigns and customer service
programs, the timing of additional selling, general and administrative expenses
to acquire and support new business and changes in the Company's revenue mix
among its various service offerings. In connection with certain contracts, the
Company could incur costs in periods prior to recognizing revenue under those
contracts. In addition, the Company must plan its operating expenditures based
on revenue forecasts, and a revenue shortfall below such forecast in any
quarter would likely adversely affect the Company's operating results for that
quarter. The effects of seasonality on PRC's business have historically been
obscured by its growing revenues. However, the Company's business tends to be
slower in the first and third quarters due to client marketing programs which
are typically slower in the post-holiday and summer months. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Quarterly Results."

NO PRIOR PUBLIC MARKET; POTENTIAL VOLATILITY

Prior to this offering, there has been no public market for the Company's
Common Stock, and there can be no assurance that an active trading market for
the Common Stock will develop or be sustained following this offering. The
initial public offering price of the Common Stock offered hereby will be
determined by negotiations among the Company, the Selling Shareholders and the
Representatives of the Underwriters and may bear no relationship to the trading
prices of the Common Stock after this offering. See "Underwriting" for a
description of certain factors to be considered in determining the initial
public offering price for the Common Stock. The trading price of the Common
Stock could be subject to significant fluctuations in response to actual or
anticipated variations in the Company's quarterly operating results and other
factors, such as the introduction of new services or technologies by the
Company or its competitors, changes in other conditions or trends in the
Company's industry or in the industries of any of the Company's significant
clients, changes in governmental regulation, changes in securities analysts'
estimates of the Company's, or its competitors' or industry's, future
performance or general market conditions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Quarterly Results."
General market price declines or market volatility in the future, or future
declines or volatility in the prices of stock for companies in the Company's
industry or sector, could also affect the market price of the Common Stock.

SHARES ELIGIBLE FOR FUTURE SALE

Sale of substantial amounts of Common Stock in the public market after this
offering could adversely affect the market price of the Common Stock. Upon
closing of this offering, the Company will have a total of
shares of Common Stock outstanding. Of these shares, the shares
offered hereby ( shares if the Underwriters' over-allotment option is
exercised in full) will be freely tradable without restriction under the
Securities Act of 1933, as amended (the "Securities Act"). All of the
remaining shares are "restricted securities" as defined by Rule 144
promulgated under the Securities Act. Beginning 180 days after the date of
this Prospectus, upon the expiration of lock-up agreements with the
Underwriters, of these shares will be available for sale in the public
market subject to compliance with Rule 144 volume and other requirements. The
remaining shares of restricted securities will be eligible for sale
beginning in February 1998, in compliance with Rule 144 volume and other
requirements. Furthermore, the Company intends, promptly after the closing of
this offering, to register approximately shares of Common Stock
reserved for issuance to its employees, directors and consultants under the
Company's Stock Plans. On the date of this Prospectus, the Company intends to
grant options to purchase shares under its Stock Plans, none of
which will be immediately exercisable. See "Management--Employee Stock Plan
and Director Stock Plan," "Principal and Selling Shareholders," "Shares
Eligible for Future Sale" and "Underwriting."

CONTROL BY PRINCIPAL SHAREHOLDERS

Following completion of this offering, Mark J. Gordon and David L. Epstein,
the Company's Chief Executive Officer and President, respectively, will
beneficially own approximately % and %, respectively, of the
outstanding Common Stock (approximately % and % if the Underwriters'
over-allotment option is exercised in full). As a result, Mr. Gordon and Mr.
Epstein will continue to be able to elect the entire Board of Directors of the
Company and to control the outcome of all other matters requiring action by its
shareholders. Such voting concentration may have the effect of discouraging,
delaying or preventing a change in control of the Company. See "Management"
and "Principal and Selling Shareholders."

<PAGE> 13
CERTAIN FLORIDA STATUTORY PROVISIONS

The State of Florida has enacted legislation that may deter or frustrate
takeovers of Florida corporations. The Florida Control Share Act generally
provides that shares acquired in excess of certain specified thresholds will
not possess any voting rights unless such voting rights are approved by a
majority vote of a corporation's disinterested shareholders. The Florida
Affiliated Transactions Act generally requires supermajority approval by
disinterested shareholders of certain specified transactions between a public
corporation and holders of more than 10% of the outstanding voting shares of
the corporation (or their affiliates). Florida law also authorizes the Company
to indemnify the Company's directors, officers, employees and agents. The
Company has adopted a charter and by-law with such an indemnity and has entered
into indemnification agreements with all of its executive officers and
directors. See "Description of Capital Stock--Certain Statutory Provisions"
and "Management--Limitation of Liability and Indemnification Matters."

EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS

The Company's Articles of Incorporation (the "Articles") and Bylaws (the
"Bylaws") contain certain provisions that could discourage potential takeover
attempts and make attempts by the Company's shareholders to change management
more difficult. Such provisions include the requirement that the Company's
shareholders follow an advance notification procedure for certain shareholder
nominations of candidates for the Board of Directors and for new business to be
conducted at any meeting of the shareholders. The Articles also provide that
special meetings of the shareholders may only be called by the Board of
Directors or the holders of not less than 50% of all votes entitled to be cast
on any issue to be considered at the special meeting. The Articles further
require that any actions by the shareholders of the Company may be taken only
upon the vote of the shareholders at a meeting and may not be taken by written
consent. In addition, the Articles allow the Board of Directors to issue up to
25,000,000 shares of preferred stock and to fix the rights, privileges and
preferences of those shares without any further vote or action by the
shareholders. The rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued by the Company in the future. While the Company has
no present intention to issue preferred stock, any such issuance could have the
effect of making it more difficult for a third party to acquire a majority of
the outstanding voting stock of the Company. See "Description of Capital
Stock--Certain Charter and Bylaw Provisions."

DILUTION

Investors purchasing Common Stock in this offering will experience
immediate and substantial dilution of $ in the net tangible book value
per share of Common Stock (based on an assumed initial public offering price of
$ per share). See "Dilution."

11
<PAGE> 14
DISTRIBUTION OF S CORPORATION EARNINGS

Prior to this offering the Company was treated for Federal and Florida
income tax purposes as an S corporation under the Internal Revenue Code of
1986, as amended (the "Code"), and comparable state tax laws. As a result,
earnings of the Company have been taxed for Federal and Florida income tax
purposes directly to the shareholders of the Company, rather than to the
Company. In connection with this offering, the Company will be converted from
an S corporation to a C corporation under the Code. Prior to consummation of
this offering, the Company's Board of Directors intends to declare a cash
dividend payable to the current shareholders of the Company (the "Dividend").
The Dividend will be equal to the Company's estimate of its accumulated taxable
income prior to conversion to a C corporation, to the extent such taxable
income has not previously been distributed. If the Company had been converted
to a C corporation on March 31, 1996, the Company estimates, based on its
earnings for the first three months of 1996, the Dividend would have equaled
approximately $2.9 million. The actual amount of the Dividend will depend
upon the Company's earnings prior to its conversion to a C corporation,
which will not occur until completion of this offering. A portion of the net
proceeds to be received by the Company from this offering will be used to pay
the Dividend.

Prior to the consummation of this offering, the Company will enter into a
Tax Allocation and Indemnification Agreement (the "Tax Agreement") with its
current shareholders relating to their respective income tax liabilities.
Because the Company will be fully subject to corporate income taxation after
the consummation of this offering, the reallocation of income and deductions
between the periods during which the Company was treated as an S corporation
and the periods during which the Company will be subject to corporate income
taxation may increase the taxable income of one party while decreasing that of
another party. Accordingly, the Tax Agreement is intended to assure that taxes
are borne by the Company, on the one hand, and the shareholders, on the other,
only to the extent that such parties were required to report the related income
for tax purposes. Subject to certain limitations, the Tax Agreement generally
provides that the shareholders will be indemnified by the Company with respect
to Federal and state income taxes (plus interest and penalties) shifted from
the Company's taxable year subsequent to the consummation of this offering to a
taxable year in which the Company was an S corporation, and the Company will be
indemnified by the shareholders with respect to Federal and state income taxes
(plus interest and penalties) shifted from an S corporation taxable year to a
Company taxable year subsequent to the consummation of this offering. The Tax
Agreement will also provide that to the extent that the accumulated taxable
income of the Company prior to its conversion to a C corporation, as
subsequently established in connection with the filing of the Company's tax
return for the Company's short S corporation tax year, is less than the
Dividend, the shareholders who receive the Dividend will make a payment equal
to such difference to the Company, and if such accumulated taxable income is
greater than the Dividend, the Company will make an additional distribution
equal to such difference to such shareholders, in either case, with interest
thereon. Any payment made by the Company to the shareholders pursuant to the
Tax Agreement may be considered by the Internal Revenue Service or the state
taxing authorities to be nondeductible by the Company for income tax purposes.
See Note 10 of Notes to Financial Statements.

12
<PAGE> 15
USE OF PROCEEDS

The net proceeds to be received by the Company from this offering are
estimated to be approximately $ million, assuming an initial public
offering price of $ per share and after deducting estimated underwriting
discounts and offering expenses. The Company will not receive any proceeds
from the sale of Common Stock by the Selling Shareholders.

The Company will use a portion of the net proceeds of this offering to
repay all amounts outstanding under the Company's three-year, $15 million
revolving credit facility (which had an outstanding balance as of May 1, 1996
of approximately $6 million) and various installment loans (which had an
aggregate balance as of May 1, 1996 of approximately $760,000) and to pay the
Dividend. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and Notes 4 and 5 of
Notes to Financial Statements for a discussion of the terms of the revolving
credit facility and various installment loans and "Distribution of S
Corporation Earnings" for a discussion of the Dividend. The balance of the net
proceeds will be used for general corporate purposes, including call center
expansion and working capital. The Company's capital expenditures for 1996 are
expected to be approximately $7.5 million. Pending such uses, the Company
intends to invest the net proceeds of this offering in short-term
interest-bearing instruments.

DIVIDEND POLICY

The Company currently intends to retain future earnings to finance its
growth and development and therefore does not anticipate paying any cash
dividends in the foreseeable future. In addition, the Company's revolving
credit facility restricts the payment of cash dividends by the Company.
Payment of any future dividends will depend upon the future earnings and
capital requirements of the Company and other factors which the Board of
Directors considers appropriate. No dividends were paid to the shareholders in
1993, 1994 and 1995. For certain information regarding the Dividend to be paid
by the Company in 1996, see "Distribution of S Corporation Earnings."

13
<PAGE> 16

CAPITALIZATION

The following table sets forth the current maturities of long-term
obligations and capitalization of the Company at March 31, 1996 and as adjusted
to reflect the conversion of the Company to a C corporation, the payment of net
amounts due from shareholders upon completion of this offering and the receipt
and application of the net proceeds from the issuance and sale by the Company
of the shares of Common Stock offered hereby at an assumed initial
public offering price of $ per share. See "Use of Proceeds." This table
should be read in conjunction with the Company's Financial Statements and notes
thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1996
--------------

ACTUAL AS ADJUSTED
------ -----------
(IN THOUSANDS)
<S> <C> <C>
Current maturities of long-term obligations . . . . . . . . . . . . . . . $ 1,029 $
========= =========

Long-term obligations, less current maturities . . . . . . . . . . . . . . $ 5,894 $

Shareholders' equity:

Preferred Stock, $0.01 par value per share, 25 million shares
authorized, none issued and outstanding . . . . . . . . . . . . . . . - -

Common Stock, $0.01 par value per share, 100 million shares
authorized; shares issued and outstanding actual;
and shares issued and outstanding as adjusted (1) . . .

Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . .

Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . 3,705

Due from shareholders, net . . . . . . . . . . . . . . . . . . . . . . (363) -
--------- ---------

Total shareholders' equity . . . . . . . . . . . . . . . . . . . . 3,414
--------- ---------

Total capitalization . . . . . . . . . . . . . . . . . . . . . . $ 9,308 $
========= =========
</TABLE>

____________

(1) Excludes shares of Common Stock issuable upon exercise of stock
options to be granted under the Company's Stock Plans on the date of this
Prospectus, of which shares will have exercise prices of $ per
share and shares will have exercise prices equal to the initial
public offering price. Also excludes additional shares of
Common Stock reserved for future issuance under such plans. See
"Management--Employee Stock Plan and Director Stock Plan."

<PAGE> 17
DILUTION

The net tangible book value of the Company at March 31, 1996, was
approximately $3.4 million or $ per share of Common Stock. Net tangible
book value per share represents the amount of total tangible assets less total
liabilities, divided by the number of shares of Common Stock outstanding.

Net tangible book value dilution per share represents the difference
between the amount paid by purchasers of Common Stock in this offering and the
pro forma net tangible book value per share of Common Stock immediately after
completion of this offering. After giving effect to the sale of the
shares of Common Stock offered by the Company hereby at an assumed initial
public offering price of $ per share, and the application by the Company
of the estimated net proceeds therefrom, the pro forma net tangible book value
of the Company as of March 31, 1996, would have been approximately $
or $ per share. This represents an immediate increase in pro forma net
tangible book value of $ per share to existing shareholders and an
immediate dilution of $ per share to new shareholders purchasing Common
Stock in this offering. The following table illustrates this dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share . . . . . . . . . . . $
Net tangible book value per share at March 31, 1996 . . . . . . . $
Decrease per share attributable to the Dividend and deferred
taxes(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase per share attributable to new shareholders . . . . . . . -------
Pro forma net tangible book value per share after this offering(2) . . ---------
Net tangible book value per share dilution to new shareholders . . . . $
=========
</TABLE>

_______________

(1) Includes amounts necessary to pay the Dividend and record deferred income
taxes upon conversion of the Company from an S corporation to a C
corporation. See "Distribution of S Corporation Earnings."

(2) Excludes shares of Common Stock issuable upon exercise of stock
options to be granted under the Company's Stock Plans on the date of this
Prospectus, of which shares will have exercise prices of $
per share and shares will have exercise prices equal to the
initial public offering price. See "Management--Employee Stock Plan and
Director Stock Plan."

<PAGE> 18
SELECTED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

The following selected financial and operating data are qualified by
reference to and should be read in conjunction with the Company's Financial
Statements and notes thereto included elsewhere in this Prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." The statement of operations data presented below for 1995 and the
balance sheet data as of December 31, 1995 have been derived from the Company's
Financial Statements included elsewhere in this Prospectus, which have been
audited by Coopers & Lybrand L.L.P. The statement of operations data presented
below for 1994 and 1993 and the balance sheet data as of December 31, 1994 have
been derived from the Company's Financial Statements included elsewhere in this
Prospectus, which have been audited by Gurland & Goldberg, P.A. The statement
of operations data presented below for 1992 and 1991 and the balance sheet data
as of December 31, 1993, 1992 and 1991 have been derived from audited financial
statements not included herein. The statement of operations data for each of
the three-month periods ended March 31, 1995 and 1996 and the balance sheet data
as of March 31, 1996 have been derived from the unaudited Financial Statements
of the Company included elsewhere in this Prospectus. Such unaudited financial
statements have been reviewed by Coopers & Lybrand L.L.P. In the opinion of
management, the unaudited financial statements include all normal and recurring
adjustments that management considers necessary for a fair presentation of the
results for such periods. The selected financial and operating data for the
three months ended March 31, 1996 are not necessarily indicative of the results
to be expected for 1996.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEARS ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------- -------------------
1991 1992 1993 1994 1995 1995 1996
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues .......................... $ 16,206 $ 16,107 $ 18,218 $ 14,998 $ 30,204 $ 5,910 $ 11,649

Cost of services .................. 8,712 7,759 10,675 9,070 18,372 3,465 7,120

Preoperating costs ................ -- -- -- -- 573 -- 174

Selling, general and administrative
expenses ........................ 5,539 7,623 7,278 6,009 9,431 1,913 3,465
-------- -------- -------- -------- -------- -------- --------

Total operating expenses .......... 14,251 15,382 17,953 15,079 28,376 5,378 10,759
-------- -------- -------- -------- -------- -------- --------

Operating income (loss) ........... 1,955 725 265 (81) 1,828 532 890

Interest expense .................. 106 150 197 292 372 81 136

Gain (loss) on disposal
of assets ....................... -- (36) (314) 1 -- -- --
-------- -------- -------- -------- -------- -------- --------

Net income (loss) as reported (1) . 1,849 539 (246) (372) 1,456 451 754

Pro forma provision (benefit)
for income taxes (1) ............ 717 247 (46) (86) 619 184 312
-------- -------- -------- -------- -------- -------- --------

Pro forma net income (loss) (1) ... $ 1,132 $ 292 $ (200) $ (286) $ 837 $ 267 $ 442
======== ======== ======== ======== ======== ======== ========

Pro forma net income (loss) per
share (1)(2) ..................... $ $ $ $ $ (3) $ $ (3)
======== ======== ======== ======== ======== ======== ========

Weighted average number of shares
of common stock outstanding(2) ...
======== ======== ======== ======== ======== ======== ========

NUMBER OF WORKSTATIONS
(at end of period) ................ 120 320 320 320 550 550 984(4)
</TABLE>

<PAGE> 19
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 1996
------------------------------------------------- -----------------------
1991 1992 1993 1994 1995 ACTUAL AS ADJUSTED(5)
------- ------- ------- ------- ------- ------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit) ..... $ 961 $ (11) $ 160 $(1,423) $ 1,365 $ 3,327

Total assets .................. 5,148 6,392 7,933 7,737 12,713 15,922

Short-term obligations(6) ..... 296 1,128 2,084 2,499 1,182 1,029

Long-term obligations, less
current maturities .......... 737 776 1,565 1,020 3,924 5,894

Shareholders' equity .......... 2,147 2,186 1,940 1,474 2,816 3,414
</TABLE>

__________

(5) Adjusted to give effect to the conversion of the Company to a C
corporation, the payment of net amount due from shareholders upon
completion of this offering, the sale of the Common Stock offered by the
Company hereby (at the assumed initial public offering price of $ per
share) and the application of the estimated net proceeds therefrom as set
forth under "Use of Proceeds." See Note 10 of Notes to Financial
Statements.

(6) Short-term obligations consist of short-term debt, if applicable, and
current maturities of long-term obligations, which include notes payable,
installment loans and capital leases.

17
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company's results of operations and its
liquidity and capital resources should be read in conjunction with the Selected
Financial and Operating Data and the Financial Statements of the Company and
related notes thereto appearing elsewhere in this Prospectus.

OVERVIEW

PRC was incorporated in 1982 as a fulfillment company. In order to
better serve the marketing and customer service needs of its clients, the
Company expanded its services to include database marketing and management in
1984, and began offering teleservices in 1988. Over the next five years, PRC's
teleservices activities grew dramatically as a result of the Company's work
with The Upjohn Company's national marketing program for its Rogaine product.
This single program represented 70.7%, 65.2% and 36.5% of the Company's total
revenues in 1991, 1992 and 1993, respectively.

In 1993, the Company made a strategic decision to focus on becoming a
full-service provider of integrated services in order to attract large
corporate clients with a variety of ongoing telephone-based marketing and
customer service needs. The Company believed that this strategy would position
it as a strategic partner with its clients and lead to the establishment of
long-term relationships. To implement its strategy, the Company made
significant investments in management, personnel, systems, facilities and
equipment. Since 1993, investments in systems, facilities and equipment,
including the value of leased equipment, have amounted to approximately $11.0
million.

In 1994, The Upjohn Company effected a change in its marketing strategy for
the Rogaine product and elected not to extend its program with the Company.
However, the Company continued to expand services to existing clients and to
attract new clients. For clients other than The Upjohn Company, the Company's
total revenues grew from $11.6 million for 1993 to $30.2 million for 1995.

Prior to this offering, the Company elected to be treated for Federal and
Florida income tax purposes as an S corporation under the Code and comparable
state tax laws. As a result, earnings of the Company have been taxed for
Federal and Florida income tax purposes directly to the shareholders of the
Company, rather than to the Company. In connection with this offering, the
Company will convert from an S corporation to a C corporation under the Code.
The statement of operations data for all periods includes a provision (benefit)
for Federal and state income taxes as if the Company were subject to Federal
and Florida corporate income taxes for all periods. This pro forma provision
(benefit) is computed using a combined Federal and state tax rate of 37.6%.
See "Distribution of S Corporation Earnings" and Note 10 of Notes to Financial
Statements.

18
<PAGE> 21
RESULTS OF OPERATIONS

The following table sets forth statement of operations data as a percentage
of revenues for the periods indicated.

<TABLE>
<CAPTION>
YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------- --------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenues .......................................... 100.0% 100.0% 100.0% 100.0% 100.0%

Cost of services .................................. 58.6 60.5 60.8 58.6 61.1

Preoperating costs ................................ -- -- 1.9 -- 1.5

Selling, general and administrative expenses ...... 40.0 40.1 31.2 32.4 29.7
----- ----- ----- ----- -----

Operating income (loss) ........................... 1.4 (0.6) 6.1 9.0 7.7

Interest expense .................................. 1.1 1.9 1.2 1.4 1.2

Gain (loss) on disposal of assets ................. (1.7) -- -- -- --
----- ----- ----- ----- -----

Net income (loss) as reported(1) .................. (1.4) (2.5) 4.9 7.6 6.5

Pro forma provision (benefit) for income taxes(1) . (0.3) (0.6) 2.1 3.1 2.7
----- ----- ----- ----- -----

Pro forma net income (loss)(1) ............... (1.1) (1.9) 2.8 4.5 3.8
===== ===== ===== ===== =====
</TABLE>

___________________

THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995

Revenues. Revenues increased $5.7 million, or 97.1%, to $11.6 million for
the first three months of 1996 from $5.9 million for the comparable period of
1995. Teleservicing activities, principally inbound services, accounted for the
majority of the change with an increase in revenues of $4.5 million, or 128.6%,
to $8.0 million for the first quarter of 1996 from $3.5 million for the
comparable quarter of 1995. The teleservicing growth was primarily a result of
increased activity from existing clients, principally in the telecommunications
industry. Revenues for information services in conjunction with teleservicing
activities increased $600,000, or 42.9%, to $2.0 million for the first three
months of 1996 from $1.4 million for the comparable period of 1995.

Cost of Services. Cost of services represents labor and telephone expenses
directly related to revenue generating activities as well as each department's
management salaries and equipment depreciation. Cost of services increased to
$7.1 million for the first quarter of 1996 from $3.5 million for the comparable
period of 1995, an increase of $3.6 million, or 105.5%, primarily as a result
of new employees to staff expanded operations. As a percentage of revenues,
cost of services increased to 61.1% for the first three months of 1996 from
58.6% for the comparable period of 1995.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses represent the cost of central services the Company
provides to support and manage its departmental activities, including senior
management, facilities expenses (including operating leases), and other support
functions such as sales and marketing, human resources and accounting.
Selling, general and administrative expenses increased $1.6 million, or 81.1%,
to $3.5 million for the first quarter of 1996 from $1.9 million for the
comparable period of 1995, primarily as a result of increased expenses
attributable to new facilities as well as additional staff to support the
Company's higher calling volumes in 1996. As a percentage of revenues, however,
these expenses decreased to 29.7% for the three months of 1996 from 32.4% for
the comparable period of 1995. This percentage decrease was directly
attributable to increased revenues without a commensurate increase in expenses.

Preoperating Costs. Preoperating costs include certain incremental costs
incurred at a facility prior to the actual commencement of operations, including
rent, new-hire salaries and expenses for utilities, equipment leases and
security. The costs incurred for the first three months of 1996 primarily
relate to the opening of a 410 workstation call center in April 1996.

19
<PAGE> 22
Interest Expense. Interest expense increased slightly to $136,000, or 1.2%
of revenues, in the first quarter of 1996 from $81,000, or 1.4% of revenues, in
the comparable period of 1995. This increase reflected higher average
outstanding borrowings, which were used to finance working capital needs, to
open new facilities and to purchase related equipment, and higher interest
rates.

Pro Forma Net Income. Pro forma net income increased 65.3% to $441,000, or
3.8% of revenues, for the first three months of 1996 compared to pro forma net
income of $267,000, or 4.5% of revenues,in the comparable period of 1995. Pro
forma net income includes a provision for Federal and state income taxes. See
Note 10 of Notes to Financial Statements.

1995 COMPARED TO 1994

Revenues. Revenues increased $15.2 million, or 101.4%, to $30.2 million for
1995 from $15.0 million for 1994. Teleservicing activities, principally inbound
services, accounted for the majority of the change with an increase in revenues
of $12.5 million, or 160.3%, to $20.3 million for 1995 from $7.8 million for
1994. The teleservicing growth was primarily a result of increased activity from
existing clients, principally in the transportation industry, and the addition
of new clients in the telecommunications industry. Revenues for information
services in conjunction with teleservicing activities also increased $2.2
million, or 73.3%, to $5.2 million for 1995 from $3.0 million for 1994.

Cost of Services. Cost of services increased to $18.4 million for 1995 from
$9.1 million for 1994, an increase of $9.3 million, or 102.6%, primarily as a
result of new employees to staff expanded operations. As a percentage of
revenues, cost of services was 60.8% for 1995 and 60.5% for 1994.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $3.4 million, or 56.7%, to $9.4 million for
1995 from $6.0 million for 1994, primarily as a result of increased
administrative and recruiting costs necessary to support the Company's growth,
as well as increased salaries for additional sales and marketing personnel. As
a percentage of revenues, however, these expenses decreased to 31.2% for 1995
from 40.1% for 1994. This percentage decrease was primarily attributable to
management and related costs being unusually high relative to revenues in 1994
as the Company was positioning itself for anticipated growth by expanding its
management team.

Preoperating Costs. Preoperating costs incurred in 1995 primarily relate to
the opening of a 434 workstation call center in January 1996.

Interest Expense. Interest expense increased slightly to $372,000, or 1.2%
of revenues, for 1995 from $292,000, or 1.9% of revenues, for 1994. This
increase reflected higher average outstanding borrowings which were used to
finance working capital needs, to open new facilities and to purchase related
equipment.

Pro Forma Net Income. Pro forma net income increased to $837,000, or 2.8%
of revenues, for 1995 compared to pro forma net loss of $286,000, or 1.9% of
revenues, for 1994. Pro forma net income (loss) includes a provision (benefit)
for Federal and state income taxes. See Note 10 of Notes to Financial
Statements.

1994 COMPARED TO 1993

Revenues. Revenues decreased $3.2 million, or 17.7%, to $15.0 million for
1994 from $18.2 million for 1993. The change is principally due to the loss of
revenues ($5.7 million from 1993) associated with the discontinuance of The
Upjohn Company's Rogaine program with the Company due to a change in marketing
strategy. This program, which began in 1988, was completed in early 1994.
Revenues from clients other than The Upjohn Company increased $2.5 million, or
21.6%, to $14.1 million for 1994 from $11.6 million for 1993. Revenues from
teleservicing activities, principally inbound services, for clients other than
The Upjohn Company increased $1.1 million, or 17.1%, to $7.3 million for
1994 from $6.2 million for 1993. The teleservicing growth was primarily a
result of increased activity from existing clients, principally in the food
and beverage industry, as well as from the addition of new clients in the
transportation and financial services industries. Revenues for information
services and account services in conjunction with teleservicing activities
from clients other than The Upjohn Company also increased $1.2 million, or
38.2%, to $4.2 million for 1994 from $3.0 million for 1993.

Cost of Services. Cost of services decreased to $9.1 million for 1994 from
$10.7 million for 1993, a decrease of $1.6 million, or 15.0%. As a percentage
of revenues, cost of services was 60.5% in 1994 and 58.6% in 1993.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased $1.3 million, or 17.4%, to $6.0 million for
1994 from $7.3 million for 1993, primarily as a result of decreased expenses
in 1994

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<PAGE> 23
attributable to a decrease in shareholder compensation and expenses incurred
in 1993 associated with the winding down of The Upjohn Company's Rogaine
program with the Company. This decrease was partially offset by an increase in
costs associated with several senior level management personnel as the Company
positioned itself for growth. As a percentage of revenues, these expenses
remained relatively constant.

Interest Expense. Interest expense increased slightly to $292,000, or 1.9%
of revenues, for 1994 from $197,000, or 1.1% of revenues, for 1993. This
increase reflected higher average outstanding borrowings which were used to
finance working capital needs and to purchase computer and telecommunications
equipment.

Pro Forma Net Income. Pro forma net loss increased 43.0% to $286,000, or
1.9% of revenues, for 1994 compared to pro forma net loss of $200,000, or 1.1%
of revenues, for 1993. Pro forma net loss includes a benefit for Federal and
state income taxes. See Note 10 of Notes to Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity have historically been cash flow
from operating activities, bank borrowings and capital lease financing. In May
1996, the Company entered into a new three-year, $15 million revolving credit
facility, under which the Company may borrow up to 85% of eligible accounts
receivable. During the first year of this facility, the Company may borrow
(subject to the $15 million aggregate limit) an amount not to exceed $2.5
million unrelated to the level of accounts receivable (the "overformula
advance") for a period of one year from the closing date of the loan. The
credit facility accrues interest at the Company's option at the prime rate plus
0.5% or the LIBOR rate plus 3%; the overformula advance accrues interest at the
prime rate plus 1%. The credit facility is primarily collateralized by
accounts receivable. The Company is required to maintain certain financial
covenants, including minimum tangible net worth and earnings, to limit capital
expenditure to no more than $11 million per year and to limit additional
indebtedness. The Company does not believe that these limitations on capital
expenditures and indebtedness will restrain its ability to grow. The Company
is also restricted from paying dividends except for tax distributions to its
shareholders in connection with S corporation earnings and distributions in
connection with the termination of its S corporation status. The initial
borrowings under this credit facility were used to retire the $5.65 million
outstanding balance under the Company's previous credit facility and a note
payable with an outstanding balance of approximately $250,000. For information
about the Company's previous and existing borrowings, see Notes 4 and 5 of
Notes to Financial Statements.

Capital expenditures, including capital lease financings, were $2.6
million, $2.0 million and $1.6 million in 1995, 1994 and 1993, respectively.
The Company expects capital expenditures to approximate $7.5 million in 1996,
$887,000 of which was incurred during the first quarter. Historically, capital
expenditures have been, and future expenditures are anticipated to be,
primarily for facilities and equipment to support expansion of PRC's
operations.

The Company believes that funds generated from operations, together with
existing cash, the net proceeds of this offering, availability under its new
revolving credit facility and lease financing will be sufficient to finance its
current and anticipated operations and planned capital expenditures at least
through 1997.

The following table sets forth certain information from the Company's
statement of cash flows for the periods indicated.

<TABLE>
<CAPTION>
YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
----------------------------------- ---------------------
(IN THOUSANDS)

1993 1994 1995 1995 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net cash provided by (used in) operating activities ... $ (880) $ 2,264 $ 600 $ 309 $ (990)

Net cash used in investing activities ................. (1,230) (1,474) (1,578) (356) (479)

Net cash provided by (used in) financing activities .. 1,755 (223) 458 (322) 1,254
</TABLE>

Cash used in operating activities was $990,000 for the first quarter of
1996. This was the result of $1.1 million of income before depreciation and
amortization offset by $2.1 million of changes in operating assets and
liabilities. The additional working capital was principally related to the
increase in accounts receivable resulting from the increase in revenues over
the same period. Cash used in investing activities for the first three months
of 1996 was $479,000, primarily related to the purchase of computer and
telecommunications equipment. Cash provided by

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<PAGE> 24
financing activities for the first quarter of 1996 was $1.3 million, reflecting
revolving credit facility borrowings to fund working capital needs.

Cash provided by operating activities was $309,000 for the first quarter of
1995. This was the result of $714,000 of income before depreciation and
amortization, offset by $405,000 of changes in operating assets and
liabilities. Cash used in investing activities for the first three months of
1995 was $356,000, primarily related to the purchase of computer and
telecommunications equipment. Cash used in financing activities for the first
quarter of 1995 was $322,000, reflecting repayments on long-term obligations.

Cash provided by operating activities was $600,000 for 1995, reflecting $2.6
million of income before depreciation and amortization, offset by $2.0 million
of changes in operating assets and liabilities. The additional working capital
was principally related to the increase in accounts receivable resulting from
the increase in revenues over the same period. Cash used in investing
activities for 1995 was $1.6 million, primarily related to the purchase of
telecommunications equipment, and, to a lesser extent, computers and leasehold
improvements. Cash provided by financing activities for 1995 was $458,000,
reflecting revolving credit facility and other bank borrowings to fund working
capital needs and capital expenditure requirements.

Cash provided by operating activities was $2.3 million for 1994, reflecting
$423,000 of income before depreciation and amortization, plus $1.9 million of
changes in operating assets and liabilities. The working capital change was
principally related to the decrease in accounts receivable resulting from the
decrease in revenues over the same period. Cash used in investing activities
for 1994 was $1.5 million, primarily related to the purchase of computer
equipment and, to a lesser extent, telecommunications equipment and leasehold
improvements. Cash used in financing activities for 1994 was $223,000,
reflecting net repayments of long-term obligations.

Cash used in operating activities was $880,000 for 1993, reflecting $1.6
million of changes in operating assets and liabilities, offset by $726,000 of
income before depreciation and amortization and loss on disposal of assets. The
additional working capital was principally related to the increase in accounts
receivable resulting from the increase in revenues over the same period. Cash
used in investing activities for 1993 was $1.2 million, primarily related to
the purchase of computer equipment. Cash provided by financing activities for
1993 was $1.8 million, reflecting revolving credit facility and other bank
borrowings to fund working capital needs and capital expenditure requirements.

INFLATION

Inflation has not had a material impact upon operating results, and the
Company does not expect it to have such an impact in the future. However, there
can be no assurance that the Company's business will not be affected by
inflation in the future.

QUARTERLY RESULTS

The Company has experienced and expects to continue to experience quarterly
variations in revenues and operating income principally as a result of the
timing of clients' marketing campaigns and customer service programs, the
commencement of new contracts, changes in the Company's revenue mix among its
various service offerings, construction and start-up of new call centers and
the timing of additional selling, general and administrative expenses to
acquire and support such new business. While the effects of seasonality on
PRC's business often are obscured by the addition of new clients and growing
revenues, the Company's business tends to be slower in the first and third
quarters of its fiscal year because client marketing and customer service
programs are typically slower in the post-holiday and summer months.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board has issued two financial
accounting standards ("FAS") which became effective January 1, 1996. The
standards are FAS 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-lived Assets to Be Disposed Of," and FAS 123, "Accounting for
Stock-Based Compensation."

FAS 121 requires that long-lived assets, such as property and equipment,
and certain identifiable intangibles to be held and used be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. An impairment loss, based
on the fair value of the asset, should be recognized if the expected future
cash flows (undiscounted and without interest charges) resulting from the use
and eventual disposition of the asset is less than the carrying amount of the
asset. Based on the Company's current operating results and circumstances, FAS
121 is not expected to impact its financial position or results of operations.

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<PAGE> 25
FAS 123 establishes a fair value based method of accounting for stock-based
compensation plans. It encourages, but does not require, entities to adopt that
method in place of current practice. The standard also requires pro forma
disclosures of results and earnings per share even if the new accounting method
is not adopted. The Company does not expect to adopt the non-mandatory
provisions of FAS 123. Accordingly, the standard will not impact the Company's
financial position or results of operations.

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<PAGE> 26
BUSINESS

GENERAL

INDUSTRY OVERVIEW

The telephone-based marketing and customer service industry has experienced
substantial growth over the past ten years. Telephone-based direct marketing
expenditures increased from an estimated $34 billion in 1984 to an estimated
$77 billion in 1994. Telephone contact with customers is increasing as more
companies realize its benefits, including high response rates, low cost per
transaction and direct interaction with customers, which allows on-line access
to detailed customer or product information and immediate response to customer
inquiries. With the proliferation of toll-free "800" and "888" numbers, the
telephone is becoming a principal means of providing customer service.

The Company believes that only a small percentage of the $77 billion in
teleservicing expenditures in 1994 was for outsourced services. The Company
expects that large companies increasingly will outsource these activities in
order to focus internal resources on their core competencies and to improve the
quality and cost-effectiveness of their marketing and customer service efforts
by using the experience and specialized capabilities of large-scale
teleservices providers. The Company also believes that organizations with
superior customer service and sophisticated, advanced technology, such as PRC,
will particularly benefit from this outsourcing trend.

The teleservices industry has evolved over the last ten years from
primarily single-facility, low-technology environments to large, full-service
organizations with multi-location, high-volume call centers. This evolution
has resulted primarily from the development of sophisticated computer and
telecommunications equipment and software which enable teleservices providers
to implement large-scale, professional programs. However, the industry remains
highly fragmented and is comprised of a large number of in-house operations and
independent companies. Many of these organizations provide only a limited
number of services.

BUSINESS STRATEGY

PRC's objective is to become the premier full-service provider of
telephone-based marketing and customer service solutions. The Company's
strategy for achieving this objective is to offer high-quality, fully
integrated services to its clients which are customized to address each
client's unique needs and to improve the quality and cost-effectiveness of the
client's marketing and customer service operations. The Company believes it
possesses, and is enhancing, a number of competitive strengths that will help
it achieve its objective, including:

24
<PAGE> 27
- Advanced Technology. The Company's sophisticated use of advanced
technology enables it to develop and deliver solutions to its clients'
complex marketing and customer service needs. Through the efforts of
its information services group comprised of over 100 information
systems specialists, the Company has designed comprehensive systems
that allow it to rapidly develop and implement application software
for each client's program and to integrate the Company's centrally
managed wide area network with the client's management information
systems. PRC has also developed specialized software programs, CCPro
and PRC On-Line, which more cost-effectively utilize the Company's
hardware capabilities and also provide a seamless interaction with its
clients' systems. CCPro, a call management software program jointly
developed with an unaffiliated software development company, is able
to predict when an overflow of inbound calls is imminent and
automatically redirects inbound calls to outbound customer service
representatives working on universal workstations. PRC On-Line, a
proprietary software package, allows PRC clients to review their
programs on line, in real time to obtain comprehensive trend analyses
and to instantly alter program parameters.

- Rapid Deployment of Call Centers. PRC has the ability to have a call
center fully operational in approximately 60 days, as demonstrated by
the recent openings of a 225 workstation call center and a 410
workstation call center in April 1996 and the planned opening of a 480
workstation call center in June 1996. The Company plans in advance of
the actual need for new call centers by maintaining a list of
prospective sites that can be leased on short notice and have been
pre-qualified in terms of the availability of necessary utilities and
parking, suitability for build-out as a call center and access to a
suitable labor pool. This ability to rapidly expand its capacity has
enabled the Company to provide rapid response to its clients' needs
and to compete effectively for new business opportunities. In the
second half of 1996, the Company expects to add two new call centers
providing approximately 800 additional universal workstations.

- Strong Commitment to Quality. PRC strives to achieve the highest
quality standards in the industry. Over 89% of PRC's customer service
representatives are full-time, which the Company believes results in
greater stability and quality in the workforce. The Company has
developed a rigorous screening process for new hires. All new
representatives participate in extensive classroom and on-the-job
training programs lasting up to five weeks. After training,
each representative's performance is monitored regularly through
on-site supervision, remote and on-site call monitoring and on-line
performance tracking. The Company's client commitment team ensures
that the Company fulfills its commitments in connection with each
client program in a timely manner. Because PRC's services involve
direct contact with its client's customers, the Company's commitment
to quality is critical to its ability to attract and retain clients.

OPERATIONS OVERVIEW

Program Formulation and Design. PRC's account services team works with the
client to formulate a marketing and customer service program suited to the
client's needs. The information services group uses its substantial expertise
in rapid application development and effective systems integration to help
clients more effectively target marketing programs, resulting in higher
response rates and profitability, and to design customer service programs which
capture information useful in the client's customer retention programs and
other marketing operations. PRC offers a wide array of services, including
formulating, designing and customizing database architecture, programming,
demographic and psychographic profiling, and scripting. For 1995 and the
first quarter of 1996, account services and information services were 23.0%
and 22.6% of the Company's total revenues, respectively.

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<PAGE> 28
Program Implementation. PRC's account services team works with the
teleservices and fulfillment operating groups to implement the client's
marketing or customer service program. Teleservicing operations involve direct
communication with the clients' customers through inbound (customer initiated)
or outbound (PRC initiated) calls. For 1995, teleservices accounted for
67.3% of the Company's total revenues. Of this amount, 92.3% resulted from
inbound calls. For the first quarter of 1996, teleservices accounted for
68.5% of the Company's total revenues, of which 82.2% resulted from inbound
calls.

In handling inbound calls, the Company's customer service representatives
respond to a variety of customer requests, including inquiries, complaints,
direct mail responses and order processing. The customer typically calls a
toll-free "800" number to request product or service information, place an
order for a product or service, or obtain assistance regarding a previous order
or purchase (including "help line" support). PRC's automated call distributors
and digital switches identify each inbound call by "800" number and route the
call to a PRC representative trained for that client's program. Simultaneously
with receipt of the call, the representative's computer screen displays
customer, product and service information relevant to the call.

PRC's outbound services include conducting customer satisfaction and
preference surveys and cross-selling client products, as well as providing
pro-active customer management with the goal of increased sales and enhanced
customer retention. In almost all cases, outbound calls are made to existing
customers of the client or to respond to customer initiated inquiries. The
Company's outbound call management system utilizes predictive dialers which
automatically dial the telephone numbers, determine if a live connection is
made and present connected calls to a customer service representative who has
been trained specifically for the client's program. The customer's name, other
information about the customer and the program script simultaneously appear on
the customer service representative's computer screen. The representative then
uses the script to take an order for the client's product or service or to
request information for addition to the client's database.

The Company's teleservicing operations have been greatly enhanced by the
use of universal workstation technology. Universal workstations allow the
customer service representative to automatically handle either inbound or
outbound calls as the demand dictates. The Company's call management software
program, CCPro, predicts when an overflow of inbound calls is imminent and
automatically directs inbound calls to customer service representatives working
on universal workstations who would otherwise be handling outbound calls. This
ensures that calls from existing customers or prospective customers are
answered promptly. It also increases efficiency from the client's standpoint
by allowing the customer service representative (for whose services the client
generally pays by the hour) to be productive with either inbound or outbound
calls. As of May 1, 1996, over 90% of the Company's workstations were
universal workstations and the Company expects that all workstations added in
the future will be universal.

Information obtained during a customer call by the PRC customer service
representative is captured by the Company's database marketing and management
systems. This information is used by PRC to ensure high quality performance
and to provide fulfillment services if necessary. PRC's database marketing and
management technology also enables the Company to seamlessly connect with its
clients' systems and thus deliver on-line, real-time program information.
PRC's clients accessing this information through PRC On-Line or other reports
to obtain comprehensive trend analyses are able to monitor, evaluate and alter
program parameters as necessary to improve effectiveness.

Fulfillment services include high-speed laser and electronic document
printing, lettershop, and mechanical inserting, sorting, packaging and mailing
capabilities. While fulfillment services represent a relatively small portion
of the Company's revenues, they enable the Company to support full-service
marketing and customer service programs by managing and fulfilling requests for
literature, pharmaceutical products and other specialty items and by permitting
the rapid distribution of client marketing information. For 1995 and the first
quarter of 1996, fulfillment accounted for 9.3% and 8.7%, respectively, of the
Company's total revenues.

Quality Assurance. PRC maintains its strong commitment to quality through
its quality assurance and client commitment teams. Within each of PRC's
operating divisions the quality assurance teams monitor performance to ensure
that the Company's services are delivered at a level of quality that meets the
Company's and client's standards. For example, in the teleservicing
department, the quality assurance team monitors customer service
representatives in order to maintain quality and efficiency, including
compliance with the client's script and number and length of calls handled.
The client commitment team functions on a company-wide basis to audit the
fulfillment of the Company's commitments to the client with respect to each
program.

Client Reporting. Data derived from marketing and customer service
programs are a source of valuable information to PRC's clients in evaluating
ongoing programs and planning and designing future programs. PRC has developed
technologies and reporting procedures that effectively convert raw data
gathered during the course of the

26
<PAGE> 29
program into useful information upon which clients can base strategic decisions
and more effectively respond to customer needs and inquiries. PRC's
proprietary software product, PRC On-Line, allows clients to monitor their
programs on line, in real time to obtain comprehensive trend analyses and
modify program parameters as necessary. In addition, PRC provides clients with
customized reports in printed form, electronic mail, computer-to-computer
transmission, disk, tape and on-line.

TECHNOLOGY

PRC's sophisticated use of advanced technology enables it to develop and
deliver solutions to its clients' complex marketing and customer service needs.
The Company's information services group, which includes over 100 information
systems specialists, has developed the Company's call management and database
marketing and management systems. The information services group uses this
platform to design and implement application software for each client's
program. The Company believes that its platform is among the most advanced in
the industry and provides a significant competitive advantage in attracting new
business. Since 1993, investments in these systems, including the value of
leased equipment, have amounted to approximately $8.7 million.

The Company utilizes a UNIX-based open architecture system comprised of
multiple computer systems which, in conjunction with its rapid application tool
for user interface development, allows PRC to expand capacity from a PC-class
computer to a mainframe without rewriting software, and provides flexibility in
designing applications tailored to the clients' needs. In conjunction with the
Company's use of Oracle and Sybase database applications, the UNIX-based open
architecture system permits the Company to seamlessly interact with many
different types of client systems and permits the utilization of a "hub and
spoke" configuration to electronically link each call center's system to the
Company's operational headquarters, resulting in a centrally managed wide area
network. PRC also utilizes computer-telephone integration and universal
workstation technologies as part of its wide area network. All PRC hardware is
attached to an uninterruptable power supply designed for protection against
outages or any data loss due to power variations, as well as a diesel generator
to assure an uninterrupted power source. The Company believes that the
integrity of client information is more than adequately protected by its
data security system and its off-site disaster back-up storage facilities.

PRC On-Line. The Company's proprietary software application, PRC On-Line,
allows its clients to review their programs' progress on line, in real time to
obtain comprehensive trend analyses and to instantly alter program parameters.
The Company believes that the capabilities of its PRC On-Line software
application provide it with a significant competitive advantage, particularly
with large, sophisticated marketing-oriented companies. The increased
communication and control provided by PRC On-Line allows clients to utilize
PRC's services as a seamless extension of their in-house marketing and customer
services operations.

CCPro. The Company's call management software program, CCPro, enables the
Company to more efficiently utilize its universal workstations. CCPro
encompasses all aspects of call management, including predictive dialing,
outbound call management, call routing and dynamic reallocation between inbound
and outbound calls. CCPro is able to predict when an overflow of inbound calls
is imminent and automatically directs these calls to available outbound
operators. PRC has a non-exclusive, perpetual, worldwide license to use CCPro,
which it developed in conjunction with an unaffiliated software development
company. Because this software is available to the Company on a royalty-free
basis, the Company believes its cost per workstation is significantly less than
its competitors who license third-party software.

PERSONNEL AND TRAINING

PRC believes that its rigorous approach to hiring and training its
employees is a key component of its ability to provide high quality service.
The Company carefully selects the locations for its call centers based on
demographic studies in order to ensure the availability of an adequate and
qualified pool of potential employees. Its hiring procedures are designed to
ensure that only the most qualified candidates are offered employment. The
Company offers extensive classroom and on-the-job training programs for its
personnel, including instruction on the businesses of PRC's clients and proper
telephone sales and customer service techniques. Each new customer service
representative receives up to five weeks of training, which provides the
skills training he or she needs to work on a specific, dedicated client
program. The Company offers a benefits package to all full-time employees
after six months of employment. The Company believes that such a careful
selection process results in a high quality, dedicated work force. As of May
1, 1996, the Company had 1,858 full-time employees and 180 part-time personnel,
of which 1,553 of the full-time employees and all of the part-time personnel
were customer service representatives. The Company believes that its
percentage of full-time customer service representatives is high relative to
its competitors, and that this results in greater stability and quality in its
workforce. None of PRC's employees is subject to a collective bargaining
agreement. The Company considers its relations with its employees to be good.

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<PAGE> 30
SALES AND MARKETING

The Company believes its reputation for providing high quality, one-stop
solutions has enabled it to obtain new business through requests for proposals,
client referrals and cross-selling to existing clients. In addition, the
Company's sales and marketing group actively pursues new business opportunities
by identifying companies and industries which can benefit from the Company's
services. Working with the information services group, the sales and marketing
team is able to demonstrate to prospective clients its rapid application
development and effective systems integration capabilities to meet the proposed
program objectives. The Company has hired, and continues to seek to hire,
sales and marketing personnel with significant industry experience in order to
take advantage of their expertise and established relationships.

CLIENT RELATIONSHIPS

The Company seeks to develop and maintain long-term relationships with its
clients. PRC targets those companies which have the potential for generating
recurring revenues due to the magnitude of their marketing programs or customer
service departments. PRC believes that its clients view it as a strategic
partner and a valuable resource in formulating, designing and implementing
their marketing and customer service programs. As of May 1, 1996, the Company
provided its services to over 40 clients in industries such as
telecommunications, transportation, consumer products and food and beverage.
The Company's clients include several divisions of AT&T Corp., British Airways
plc, Taco Bell Corp., FTD, Inc. and Anheuser-Busch Companies, Inc. New clients
expected to make significant contributions to 1996 revenues include DirecTV,
Pizza Hut Inc. and Video Guide. The Company's five and two largest clients
accounted for 77.0% and 59.4%, respectively, of its total revenues for 1995,
and 76.5% and 66.2%, respectively, of total revenues for the first quarter of
1996. Revenues generated by the various divisions of AT&T, the Company's
largest client, accounted for 42.1% of revenues for 1995, and 61.3% of revenues
for the first quarter of 1996.

Contracts are typically for multi-year terms with renewal options and with
either party retaining the right to terminate on varying periods of prior
notice. Contracts typically encompass all aspects of the Company's
relationship with the client, with all charges set forth in one document. The
Company's teleservicing charges are usually based either on a fixed hourly fee
for dedicated service or on a transaction (i.e., number of calls completed)
basis for shared environments. Charges for database marketing and management
services are based on an hourly rate or on the volume of information stored.
Fulfillment service charges are typically assessed on a transaction basis, with
an additional charge for warehousing products. The Company assesses separate
charges for program design, development and implementation, database design and
management, training or retraining of personnel, processing and access fees and
account services, where appropriate.

COMPETITION

The industry in which PRC operates is very competitive and highly
fragmented. PRC's competitors range in size from very small firms offering
specialized applications and short-term projects, to large independent firms
and the in-house operations of many clients and potential clients. In-house
teleservicing and customer service organizations comprise the largest segment
of the industry. The market includes non-captive teleservicing and customer
service operations such as APAC TeleServices, Inc., ITI Marketing Services,
Inc., MATRIXX Marketing Inc., SITEL Corporation, TeleServices Resources and
West Telemarketing Corporation. A number of competitors have capabilities and
resources equal to, or greater than, PRC's. In addition, some of PRC's
services also compete with other forms of direct marketing such as mailhouses,
television, radio and on-line services as well as the Internet. PRC believes
that the principal competitive factors in its industry are a reputation for
quality, sales and marketing results, price, technological expertise, and the
ability to promptly provide clients with customized and creative solutions and
approaches to their marketing and customer service needs.

GOVERNMENT REGULATION

Telephone sales practices are regulated at both the Federal and state
level. The rules of the Federal Communications Commission (the "FCC") under
the Federal Telephone Consumer Protection Act of 1991 (the "TCPA") prohibit the
initiation of telephone solicitations to residential subscribers before 8:00
a.m. or after 9:00 p.m., local time, and prohibit the use of automated
telephone dialing equipment to call certain telephone numbers. In addition,
the FCC rules require telemarketers to have procedures in place to maintain
lists of residential customers who do not want to receive telephone
solicitations and to avoid making calls to those customers. The FCC rules also
prohibit the use of pre-recorded or artificial voice calls to consumers (with
limited exceptions) and advertising via telephone facsimile machines.

28
<PAGE> 31
The Federal Telemarketing and Consumer Fraud and Abuse Prevention Act of
1994 (the "TCFAPA") broadly authorizes the Federal Trade Commission to issue
regulations prohibiting misrepresentation in telephone sales. In August 1995,
the FTC issued rules under the TCFAPA. These rules set forth disclosure
requirements for telemarketers when placing calls, prohibit deceptive
telemarketing acts or practices during solicitation, provide guidelines on
collecting payments by check and credit cards, provide restrictions on abusive
telephone solicitation practices and promulgate certain record keeping
requirements.

The Company believes that it is in compliance with the TCPA and the FCC
rules thereunder and with the FTC's rules under the TCFAPA. The Company trains
its customer service representatives to comply with the FTC and FCC rules and
programs its call management system to avoid telephone calls during restricted
hours or to individuals maintained on PRC's "do-not-call" list.

A number of states have enacted or are considering legislation to regulate
telephone solicitations. For example some states require telemarketers to be
licensed by state regulatory agencies prior to soliciting purchasers within
that state. Additionally, telephone sales in certain states cannot be final
unless a written contract is delivered to and signed by the buyer and may be
cancelled within three business days. At least one state also prohibits
telemarketers from requiring credit card payment and several other states
require certain telemarketers to obtain licenses and post bonds. From time to
time, bills are introduced in Congress which, if enacted, would regulate the
use of credit information. The Company cannot predict whether this legislation
will be enacted and what effect, if any, it would have on the Company or its
industry.

The industries served by the Company are also subject to varying degrees of
government regulation. The Company works closely with its clients and their
advisors to develop the scripts to be used by PRC in connection with making
consumer contacts. In connection with its fulfillment service, the Company
holds complimentary drug distributor and prescription drug wholesaler permits
issued by the State of Florida allowing the Company to handle and distribute
drugs to doctors and pharmacists. The Company generally requires its clients
to indemnify PRC against claims and expenses arising with respect to the
Company's services performed on its clients' behalf. The Company has never
been held responsible for the regulatory noncompliance by a client.

FACILITIES

The Company's corporate headquarters are located in Miami, Florida in
leased facilities consisting of 56,745 square feet of office space.
Approximately 53,745 square feet of the corporate office space are leased, while
the remaining 3,000 square feet are subleased. The primary leases terminate in
1997, with the Company holding the option to extend for two three-year terms.
The sublease also terminates in 1997, with the Company holding the option to
renew for three three-year terms. The Company's fulfillment operations are
located in a separate leased facility in Miami, Florida consisting of 47,577
square feet. This lease expires in 2001 and the Company has the option to
extend the lease for one five-year term.

The Company leases the facilities listed below for its call centers, all of
which are located in Florida:

<TABLE>
<CAPTION>
Current number of
Location Opening date of workstations
-------- ------------------ -----------------
<S> <C> <C>
4300 N.W. 135th St., Miami May 1988 120

1505 N.W. 167th St., Miami July 1992 430
(site of the corporate headquarters)

14261 Industrial Way, Miami Lakes January 1996 434

1525 N.W. 167th St., Miami April 1996 225

11975 S.W. 140th Terrace, Miami April 1996 410

5166 E. Colonial Dr., Orlando June 1996 480
-----

Total 2,099
=====
</TABLE>

Of the total number of workstations listed above, 1,949 are universal
workstations which can be used for both inbound and outbound calls. The
numbers in the table do not include workstations used for training.

29
<PAGE> 32
The leases for these facilities generally expire between 1997 and 2005, and
all leases contain renewal options. The Company also leases additional
facilities incidental to its operations. The Company believes that its
existing facilities are suitable and adequate for its current operations, but
additional facilities will be required to support growth. The Company further
believes that suitable space will be available as needed to expand its business
on commercially reasonable terms. In addition to the facilities list above,
the Company anticipates that it will open two new call centers in the second
half of 1996, which are expected to have a total of approximately 800 universal
workstations. See "Certain Transactions" and Note 7 of Notes to Financial
Statements.

LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings that, individually or
in the aggregate, management believes will have a material adverse effect on
the Company or its operations if decided adversely to the Company.

30
<PAGE> 33
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to the
executive officers and directors of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITIONS
---- --- ---------

<S> <C> <C>
Mark J. Gordon 48 Chairman of the Board and Chief Executive Officer

David L. Epstein 32 President and Director

James F. Murray 43 Chief Operating Officer and Director

Richard D. Mondre 51 Executive Vice President, General Counsel, Secretary and Director

Richard N. Ferry, Jr. 44 Senior Vice President - Business Development

Thomas C. Teper 34 Vice President - Facilities Acquisition and Development

Joseph E. Gillis 39 Chief Financial Officer and Treasurer
</TABLE>

The following sets forth the background of each of the Company's
executive officers and directors, including the principal occupation of those
individuals for the past five years:

Mark J. Gordon joined the Company in 1984 and became a director at that
time. Mr. Gordon has served as the Company's Chief Executive Officer since 1985.

David L. Epstein joined the Company in 1982, was named Executive Vice
President in 1984, and has served as its President since 1985. He became a
director of the Company in April 1996.

James F. Murray joined the Company in November 1993 as its Chief
Operating Officer and was named a director in May 1996. From November 1988 to
November 1993, Mr. Murray was the Executive Vice President in charge of overall
operations of Altman Development Company, a large multi-family residential real
estate development and management company. Mr. Murray is a Certified Public
Accountant.

Richard D. Mondre joined the Company in March 1996 as its Executive
Vice President, General Counsel and Secretary. He became a director of the
Company in May 1996. From January 1983 to March 1996, Mr. Mondre was a partner
at the law firm of Rubin Baum Levin Constant Friedman & Bilzin, which serves as
the Company's regular outside counsel. Mr. Mondre remains "Of Counsel" to that
law firm.

Richard N. Ferry, Jr. joined the Company in November 1994 as its Vice
President - Business Development and was appointed a Senior Vice President in
that position in May 1996. From November 1993 to November 1994, Mr. Ferry
was a principal of Virtual Marketing International, providing consulting
services to a number of companies, including many of the Company's competitors,
in the teleservicing and direct marketing industries. From November 1991 to
November 1993, Mr. Ferry was the Director of Marketing Services at Century
Telecommunications, a provider of telephone services, and from September 1984
until November 1991, Mr. Ferry was the Vice President of Operations for Advanced
Telemarketing Corp., a provider of teleservices.

Thomas C. Teper joined the Company in May 1990 as the Vice President of
Finance and Chief Financial Officer. Mr. Teper was appointed Vice President of
Corporate Planning and Development in January 1994 and Vice President -
Facilities Acquisition and Development in May 1996. Mr. Teper is a Certified
Public Accountant.

Joseph E. Gillis joined the Company in November 1994 as its Chief
Financial Officer and Treasurer. From October 1993 until joining the Company,
Mr. Gillis was the Chief Financial Officer of William Schneider, Inc., a
jewelry manufacturer. From June 1989 to October 1993, Mr. Gillis was the
Vice President of Finance for the Vertical Blind Division of Hunter Douglas,
Inc., a manufacturer of window coverings, or its predecessor, Profile
Corporation. Mr. Gillis is a Certified Public Accountant.

31
<PAGE> 34
INDEPENDENT DIRECTORS; COMMITTEES

The Company intends to add two independent members to its Board of
Directors within 90 days after the date of this Prospectus.

The Company's Board of Directors will establish an Audit Committee, a
majority of the members of which will be independent directors, and a
Compensation Committee, all the members of which will be independent directors.
The Audit Committee will recommend the annual engagement of the Company's
auditors, with whom the Audit Committee will review the scope of audit and
non-audit assignments, related fees, the accounting principles used by the
Company in financial reporting, internal financial auditing procedures and the
adequacy of the Company's internal control procedures. The Compensation
Committee will determine executive officers' salaries and bonuses and will
administer the Company's Stock Plans.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a Compensation Committee during its last
completed year. The compensation of the Company's executive officers was
determined by Mr. Gordon, as the Company's sole director, for this period. See
"Certain Transactions" for a description of certain transactions involving Mr.
Gordon and the Company.

DIRECTOR COMPENSATION

Prior to this Offering, directors have not received compensation for
acting as such. After this offering, directors who are not employees or officers
of the Company will receive a quarterly retainer of $1,500 and will receive $500
for attendance at each meeting of the Board of Directors or committee thereof.
Such directors will also receive an option to purchase shares of Common
Stock upon initial election and upon each re-election as a director at the
Company's annual meeting of shareholders. Directors may also be reimbursed for
certain expenses in connection with attendance at Board and committee meetings.
Other than with respect to reimbursement of expenses, directors who are
employees or officers of the Company will not receive additional compensation
for service as a director. See "Employee Stock Plan and Director Stock Plan."

EMPLOYMENT AGREEMENTS

Mark J. Gordon and David L. Epstein. Mr. Gordon and Mr. Epstein each
will have an employment agreement with the Company, the terms of which are
substantially similar to one another. The initial employment term for each will
be the period from July 1, 1996 to June 30, 2001. Each will have a minimum base
salary of $425,000 per annum subject to increase by the Compensation Committee.
An annual bonus may be payable, as determined by the Compensation Committee,
based upon Company performance and other factors. Each agreement will provide
for the annual grant of incentive stock options, in a number to be determined
by the Compensation Committee, but for no fewer than 5% of the aggregate
number of shares for which options were granted under the Employee Stock Plan
in the prior year. Each has certain piggyback and demand registration rights.
If either Mr. Gordon's or Mr. Epstein's employment is terminated by the
Company during the term of the applicable agreement without cause, the
terminated individual is entitled to severance at least equal to three years
of salary, bonus and benefits.

Richard D. Mondre. Mr. Mondre's employment agreement extends to March
31, 1999, and provides for minimum annual compensation of $400,000, subject to
increase by the Compensation Committee based on Company performance and other
factors. If Mr. Mondre's employment is terminated by the Company during the term
of the contract without cause, he will be entitled to severance equal to the
compensation and benefits payable over the balance of the term, not to exceed
$450,000. If a change in control has occurred, the $450,000 cap does not apply.
A change in control generally means that neither Mr. Gordon nor Mr. Epstein
controls the Company. Mr. Mondre is granted piggyback registration rights for
his Company stock. He is authorized to remain "Of Counsel" to Rubin Baum Levin
Constant Friedman & Bilzin as long as his duties in that capacity do not
interfere with his performance under the employment agreement.

James F. Murray. Mr. Murray's employment agreement extends to March 31,
1999 and provides for a base annual salary of $200,000 plus an annual bonus
equal to 1% of the Company's pre-tax net income for 1996, 1997 and 1998. If Mr.
Murray's employment is terminated by the Company during the term of the contract
without cause, he will be entitled to severance equal to the compensation and
benefits payable over the balance of the term, not to exceed $300,000.
Mr. Murray is granted piggyback registration rights for his Company stock.

32
<PAGE> 35

EXECUTIVE COMPENSATION

The following table sets forth information with respect to all
compensation paid or earned for services rendered to the Company in 1995 by the
chief executive officer and its four other most highly compensated executive
officers whose aggregate annual compensation exceeded $100,000 (together, the
"Named Executive Officers"). No bonus was paid to any Named Executive Officer
during 1995. The Company does not have a pension plan or a long-term incentive
plan, has not issued any restricted stock awards and has not granted any stock
options or stock appreciation rights prior to this offering. The value of all
perquisites and other personal benefits received by each Named Executive Officer
did not exceed 10% of the Named Executive Officer's total annual salary.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------
NAME AND PRINCIPAL POSITION SALARY
- --------------------------- -------------------

<S> <C>
Mark J.Gordon $281,496
Chief Executive Officer

David L. Epstein 276,635
President

James F. Murray 148,185
Chief Operating Officer

Richard N. Ferry, Jr 122,294
Vice President, Business Development

Thomas C. Teper 120,370
Vice President, Corporate Planning and
Development
</TABLE>

EMPLOYEE STOCK PLAN AND DIRECTOR STOCK PLAN

The Company intends to adopt a 1996 Incentive Stock Plan (the "Employee
Stock Plan") and a 1996 Nonemployee Director Stock Option Plan (the "Director
Stock Plan"; together with the Employee Stock Plan, the "Stock Plans").
Officers, key employees and nonemployee consultants may be granted non-qualified
stock options, incentive stock options, stock appreciation rights, stock awards,
performance shares and performance units under the Employee Stock Plan. The
Company intends to reserve shares of Common Stock for issuance under
the Employee Stock Plan and shares of Common Stock for issuance under
the Director Stock Plan, subject in each case to antidilution adjustments.

The Director Stock Plan will provide for annual grants of a non-qualified
stock option to each nonaffiliated director of the Company. The option will
allow such directors to purchase shares of Common Stock at an exercise
price equal to the fair market value of the Common Stock on the date of grant.
These options will have a term of ten years and vest in equal installments over
three years.

Prior to the establishment of the Compensation Committee of the Board of
Directors (the "Committee"), the Employee Stock Plan will be administered by the
Board of Directors of the Company. Upon completion of this offering, the
Employee Stock Plan will be administered by the Committee, whose members must
qualify as "disinterested persons" (as such term is defined under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended. The Committee will be
authorized to determine, among other things, the key employees to whom, and
the times at which, options and other benefits are to be granted, the number
of shares subject to each option, the applicable vesting schedule and the
exercise price (provided that, except for shares which may be
granted at an exercise price of $ per share, the exercise price may not be
less than 85% of fair market value of the Common Shares at the date of grant).
The Committee will also determine the treatment to be afforded to a participant
in the Employee Stock Plan in the event of termination of employment for any
reason, including death, disability or retirement. Under the Employee Stock Plan
the maximum term of an incentive stock option is ten years and the maximum term
of a nonqualified stock option is fifteen years.

33
<PAGE> 36

The Board of Directors has the power to amend the Stock Plans from
time to time. Shareholder approval of an amendment is only required to the
extent that it is necessary to maintain the Stock Plans' status as protected
plans under applicable securities laws or the Employee Stock Plan's status as
a qualified plan under applicable tax laws.

Prior to this offering, no options had been granted under the Company's
Stock Plans. On the date of this Prospectus, an option to purchase
shares will be granted under the Employee Stock Plan to , at an
exercise price of $ per share, and options to purchase an aggregate of
shares will be granted under the Employee Stock Plan to other employees of the
Company. All options, other than those granted to , will have an
exercise price equal to the initial public offering price of the Common Stock
offered hereby, and will vest at the rate of 20% per year. The options granted
to will vest .

PROFIT SHARING PLAN

The Board of Directors of the Company has adopted a Profit Sharing Plan (the
"Profit Sharing Plan"). Under the terms of this plan, the Company makes elective
contributions to the Profit Sharing Plan, the allocation of which is based on
salary. All employees are eligible for participation in the plan on the January
1 nearest the attainment of age 21 and completion of two years of service with
the Company. The Company did not contribute to the Profit Sharing Plan for the
year ended December 31, 1995.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Articles contain a provision eliminating the personal
liability of its directors for monetary damages resulting from breaches of their
fiduciary duty to the extent permitted by the Business Corporation Act of
Florida. This provision in the Articles does not eliminate the duty of care and,
in appropriate circumstances, equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Florida law. Each
director will continue to be subject to liability for breach of a director's
duty of loyalty to the Company or its shareholders, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal benefit
and for improper distributions to shareholders. This provision also does not
affect a director's responsibilities under any other laws, such as the Federal
securities laws or state or Federal environmental laws.

The Company's Bylaws provide that the Company will indemnify its directors,
and may indemnify its officers, employees and other agents, to the fullest
extent permitted by law. The Company's Bylaws also permit it to secure insurance
on behalf of any person it is required or permitted to indemnify for any
liability arising out of his or her actions in such capacity, regardless of
whether the Bylaws would permit indemnification. The Company intends to maintain
liability insurance for its directors and officers.

The Company has entered into agreements to indemnify its directors and its
executive officers, in addition to the indemnification provided for in the
Company's Bylaws. These agreements, among other things, indemnify the Company's
directors and such officers for all direct and indirect expenses and costs
(including, without limitation, all reasonable attorneys' fees and related
disbursements, other out of pocket costs and reasonable compensation for time
spent by such persons for which they are not otherwise compensated by the
Company or any third person) and liabilities of any type whatsoever (including,
but not limited to, judgments, fines and amounts paid in settlement) actually
and reasonably incurred by such person in connection with either the
investigation, defense, settlement or appeal of any threatened, pending or
completed action, suit or other proceeding, including any action by or in the
right of the corporation, arising out of such person's services as a director,
officer, employee or other agent of the Company, any subsidiary of the Company
or any other company or enterprise to which the person provides services at the
request of the Company. The Company believes that these provisions and
agreements are necessary to attract and retain talented and experienced
directors and officers.

At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.

34
<PAGE> 37

CERTAIN TRANSACTIONS

The Company's facility at 4300 N.W. 135th Street, Miami, as well as two
additional facilities located at 4250 N.W. 135th Street, Miami, and 13180 N.W.
43rd Avenue, Miami (both of the latter facilities are currently used for
warehouse space), are leased to the Company by a corporation, of which Mr.
Gordon is the sole shareholder. Prior to May 1, 1996, such facilities were
leased to the Company on a month-to-month basis. Rent expenses under this
arrangement amounted to $345,000, $211,000 and $194,000 for 1993, 1994 and
1995, respectively. In May 1996, the Company entered into written leases for
such facilities. The leases commenced on May 1, 1996 and run for
a term of five years with the Company holding a five-year renewal option. The
aggregate monthly rents for these three properties is approximately $22,664. The
Company believes that the rents payable under these leases are no less favorable
to it than could be obtained from unaffiliated parties. See Note 7 of Notes to
Financial Statements.

The Company has guaranteed mortgage loans of the affiliated corporation
(mentioned above) which is owned by Mr. Gordon and which leases property to the
Company. Mr. Gordon has agreed to indemnify the Company for any losses incurred
by reason of such guaranty. As of May 1, 1996, the outstanding principal
balances on these three loans were approximately $888,000, $167,000 and
$151,000, respectively, and the monthly payment amounts were approximately
$8,950, $1,717 and $1,542, respectively. The largest outstanding balances for
these loans for 1993, 1994 and 1995 were $1.4 million, $1.4 million and $1.3
million, respectively. See Note 7 of Notes to Financial Statements.

The Company subleases its facility at 11975 S.W. 140th Terrace, Miami, from
a partnership owned jointly by Messrs. Gordon and Epstein. The term of this
sublease expires in January 1999 and the monthly rental obligation is
approximately $13,088 for 1996, $13,793 for 1997 and $14,599 for 1998. The
property is subleased to the Company on the same terms as the primary lease with
an unaffiliated party. The affiliated partnership holds an option to purchase
the property. The Company also subleases a parking facility adjacent to the
11975 S.W. 140th Terrace facility from the same affiliated partnership. This
sublease also expires in January 1999 and the monthly rental obligation is
approximately $2,292 plus one-twelfth of the applicable real estate taxes. This
property is also subleased to the Company on the same terms as the primary
lease. The Company was originally the lessee under both primary leases, but
assigned its interest to the partnership in May 1996 for nominal consideration.
The Company believes that the rents payable under these subleases are no less
favorable than could be obtained from unaffiliated parties. See Note 7 of Notes
to Financial Statements.

Nu World Realty, Inc. ("Nu World"), a company which is owned by a
relative of Mr. Gordon, has acted, and will continue to act, as a co-broker in
transactions pursuant to which the Company leases some of its facilities. Mr.
Gordon is licensed to act as a real estate salesperson for Nu World and
receives a portion of the commissions payable to Nu World. From January 1, 1993
to May 1, 1996, Nu World had earned approximately $89,000 in commissions from
the Company in connection with these lease transactions, of which Mr. Gordon
was paid approximately $46,000.

A portion of the drawings under the Company's new three-year, $15 million
credit facility was used to repay all outstanding amounts under the Company's
$5.75 million revolving credit facility which was to expire on May 30, 1996, and
a bank note payable in the approximate outstanding amount of $250,000 scheduled
to mature in October 1996. The $5.75 million credit facility was guaranteed by
Messrs. Gordon and Epstein and the bank note was guaranteed by Mr. Gordon. See
Notes 4 and 5 of the Notes to Financial Statements.

For information concerning the Dividend to be paid by the Company to
its current shareholders in 1996 and the Tax Agreement to be entered into
between the Company and its current shareholders, see "Distribution of S
Corporation Earnings."

Richard D. Mondre, the Company's Executive Vice President, General
Counsel and Secretary and a director, was a Partner of Rubin Baum Levin Constant
Friedman & Bilzin ("Rubin Baum") until immediately prior to joining the Company
in March 1996 and remains "Of Counsel" to that firm. Rubin Baum has acted as
the Company's regular outside legal counsel since 1987.

The Company has from time to time advanced amounts to Messrs. Gordon and
Epstein. Such advances have been made on an interest-free basis. During 1993,
1994 and 1995, the largest amount of such advances to Mr. Gordon was $77,526,
$104,530 and $215,578, respectively. The outstanding balance at March 31, 1996
was $294,509. The largest amount of advances to Mr. Epstein during 1993, 1994
and 1995 was $126,208, $105,194 and $127,492, respectively. The outstanding
balance owed by Mr. Epstein at March 31, 1996 was $205,546. As of March 31,
1996, the Company was indebted to Mr. Gordon and Mr. Epstein for $31,950 and
$105,000, respectively. These advances were represented by notes paying interest
at 6% per annum. The net amount owed to the Company by Mr. Gordon and Mr.
Epstein will be repaid concurrently with the closing of this offering. See Note
7 of Notes to Financial Statements.

35
<PAGE> 38

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of May 1, 1996 and as adjusted for the sale of the
shares offered hereby by (i) each shareholder of the Company prior to this
offering; (ii) each director of the Company; (iii) each Named Executive Officer;
and (iv) all directors and executive officers of the Company as a group. The
table also reflects the number of shares to be sold by the Selling Shareholders.
Except as otherwise indicated, the Company believes that the beneficial owners
of the Common Stock listed below, based on information provided by such owners,
have sole investment and voting power with respect to such shares. The address
of each of the shareholders named below is the Company's principal executive
office.

SHARES SHARES
BENEFICIALLY OWNED BENEFICIALLY OWNED
PRIOR TO OFFERING NUMBER OF AFTER OFFERING (1)
-------------------- SHARES ------------------
NAME NUMBER PERCENT(2) BEING OFFERED(1) NUMBER PERCENT(2)
- ---- ------ ---------- ---------------- ------ ----------

<S> <C> <C> <C> <C> <C>
Mark J. Gordon(3)(7) 60%
David L. Epstein(4)(7) 40
Richard D. Mondre(5)(7) 30
James F. Murray(6)(7) 5
Richard N. Ferry, Jr. - - - - -
Thomas C. Teper - - - - -

All executive officers and
directors as a group
(7 persons) 100
</TABLE>

- ---------

(1) Assumes no exercise of the Underwriters' over-allotment option to purchase
up to an aggregate of shares from the Company and the Selling
Shareholders. If exercised, Mr. Gordon and Mr. Epstein could sell
an additional and shares, respectively, reducing the
percentage of shares beneficially owned by them in their individual
capacities to % and %, respectively.

(2) Percentage of beneficial ownership is based on shares of Common
Stock outstanding as of the date of this Prospectus, and shares of
Common Stock to be outstanding after completion of this offering.

(3) Includes shares beneficially owned by Richard D. Mondre and
shares beneficially owned by James Murray but as to which, pursuant to
voting trust agreements between Mr. Gordon and each of Messrs. Mondre and
Murray, Mr. Gordon has voting control. See "Description of Capital
Stock--Shareholder and Voting Trust Agreements." Also includes
shares as to which Mr. Gordon shares the voting and dispositive duties as
co-trustee under the David Epstein 1995 Grantor Trust, a trust created by
Mr. Epstein for the benefit of his children.

(4) Includes shares beneficially owned by Richard D. Mondre and
shares beneficially owned by James Murray but as to which, pursuant to
voting trust agreements between Mr. Epstein and each of Messrs. Mondre and
Murray, Mr. Epstein has voting control. See "Description of Capital
Stock--Shareholder and Voting Trust Agreements." Also includes and
shares, respectively, as to which Mr. Epstein shares the voting
and dispositive duties as co-trustee under the Jason Howard Gordon PRC
Trust and the Stacy Lynn Gordon PRC Trust, trusts created for the benefit
of Mr. Gordon's children.

(5) Includes shares beneficially owned by Mr. Mondre which are subject
to voting trust agreements described in (3) and (4) above. Also includes
, and shares, respectively, as to which Mr.
Mondre shares the voting and dispositive duties as co-trustee under the
Jason Howard Gordon PRC Trust, the Stacy Lynn Gordon PRC Trust and the
David Epstein 1995 Grantor Trust.

(6) All of the shares beneficially owned by Mr. Murray are subject to the voting
trust agreements described in (3) and (4) above.

(7) Messrs. Gordon and Epstein have certain rights to acquire shares owned by
Messrs. Murray and Mondre pursuant to shareholder agreements and have
certain rights to acquire shares owned by each other pursuant to a
shareholder agreement. See "Description of Capital Stock--Shareholder and
Voting Trust Agreements."

36
<PAGE> 39

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 125 million shares,
of which 100 million shares are Common Stock, par value $.01 per share, and 25
million shares are preferred stock, par value $.01 per share. As of the date of
this Prospectus, after giving effect to the recently completed -for-1 stock
split, there were shares of Common Stock outstanding held of record by
nine shareholders, and no preferred stock outstanding. See "Principal and
Selling Shareholders." After completion of this offering shares of
Common Stock will be issued and outstanding.

The following description of the capital stock of the Company and certain
provisions of the Company's Articles and Bylaws is a summary and is qualified in
its entirety by the provisions of the Articles and Bylaws, which have been filed
as exhibits to the Company's Registration Statement, of which this Prospectus is
a part.

COMMON STOCK

The issued and outstanding shares of Common Stock are, and the Common Stock
to be sold by the Company in this offering will be, validly issued, fully paid
and nonassessable. Subject to the rights of holders of preferred stock, the
holders of outstanding Common Stock are entitled to receive dividends out of
assets legally available therefor at such times and in such amounts as the Board
of Directors may from time to time determine. See "Dividend Policy." The shares
of Common Stock are neither redeemable nor convertible, and the holders thereof
have no preemptive or subscription rights to purchase any securities of the
Company. Upon liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to receive, pro-rata, the assets of the Company
which are legally available for distribution, after payment of all debts and
other liabilities and subject to the prior rights of any holders of preferred
stock then outstanding. Each outstanding share of Common Stock is entitled to
one vote on all matters submitted to a vote of shareholders. There is no
cumulative voting in the election of Directors.

PREFERRED STOCK

The Company's Articles authorize the Board of Directors to issue the
preferred stock in classes or series and to establish the designations,
preferences, qualifications, limitations or restrictions of any class or series
with respect to the rate and nature of dividends, the amounts payable upon
liquidation, the price and terms and conditions on which shares may be redeemed,
the terms and conditions for conversion or exchange into any other class or
series of shares, voting and preemptive rights and other terms. The Company may
issue, without approval of the holders of Common Stock, preferred stock which
has voting, dividend or liquidation rights superior to the Common Stock and
which may adversely affect the rights of holders of Common Stock. The issuance
of preferred stock, while providing flexibility in connection with possible
acquisitions and other corporate purposes, could, among other things, adversely
affect the voting power of the holders of Common Stock and could have the effect
of discouraging, delaying, deferring or preventing a change in control of the
Company. The Company has no present plan to issue any preferred stock.

SHAREHOLDER AND VOTING TRUST AGREEMENTS

Mr. Gordon and Mr. Epstein are parties to a shareholder agreement which
grants to each the right to purchase some or all of the other's shares in
certain circumstances, and a right of first refusal on any shares proposed to be
sold to a third party.

Mr. Mondre and Mr. Murray acquired their shares of the Company's common
stock 75% from Mr. Gordon and 25% from Mr. Epstein. Under the agreements entered
into at the time of the acquisition, Mr. Mondre and Mr. Murray cannot sell or
otherwise dispose of such shares prior to April 1, 1999 without the consent of
Mr. Gordon and Mr. Epstein, subject to certain exceptions. Mr. Gordon and Mr.
Epstein have the right to repurchase some or all of Mr. Mondre's or Mr. Murray's
shares in certain circumstances. In addition, each of Mr. Gordon and Mr. Epstein
retained the right to vote the shares sold by him to Mr. Mondre and Mr. Murray
until February, 2006, subject to earlier termination in certain events.

37
<PAGE> 40

CERTAIN STATUTORY PROVISIONS

The Company is subject to Sections 607.0901 and 607.0902 of the Florida
Business Corporation Act. In general, Section 607.0901 restricts the ability of
a greater than 10% shareholder of a company to engage in a wide range of
specified transactions between such company and such shareholder or a person or
entity controlled by or controlling such shareholder. The statute provides
that such a transaction must be approved by the affirmative vote of the holders
of two-thirds of such company's voting shares, unless it is approved by a
majority of the disinterested directors. Section 607.0902 restricts the ability
of a third party to effect an unsolicited change in control of a company. In
general, the statute provides that shares acquired in a transaction which
effects a certain threshold change in the ownership of a company's voting shares
(a "control share acquisition") have the same voting rights as shares held by
the acquiring person prior to the acquisition only to the extent granted by a
resolution adopted by shareholders in a prescribed manner. These statutory
provisions may have an anti-takeover effect by deterring unsolicited offers or
delaying changes in control or management of the Company.

CERTAIN CHARTER AND BYLAW PROVISIONS

The Company's Articles and Bylaws contain a number of provisions related to
corporate governance and to the rights of shareholders. In particular, the
Bylaws provide that shareholders are required to follow an advance notification
procedure for certain shareholder nominations of candidates for the Board of
Directors and for certain other shareholder business to be conducted at any
meeting of the shareholders. The Articles provide that special meetings of the
shareholders may only be called by the Board of Directors or by holders of not
less than 50% of the outstanding voting shares of the Company. The Articles
further require that any actions to be taken by the shareholders of the Company
may be taken only upon the vote of the shareholders at a meeting and may not be
taken by written consent. The existence of these provisions in the Company's
Articles and Bylaws may have the effect of discouraging a change in control of
the Company and limiting shareholder participation in certain transactions or
circumstances by limiting shareholders' participation to annual and special
meetings of shareholders and making such participation contingent upon adherence
to certain prescribed procedures. The affirmative vote of the holders of a least
66 2/3% of the outstanding capital stock is required to amend or repeal these
provisions.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Co., New York, New York.

38
<PAGE> 41

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for the Common Stock. Sales
of substantial amounts of Common Stock in the public market, or the perception
that such sales could occur, could depress the prevailing market price of the
Common Stock.

Upon the closing of this offering, the Company will have shares of
Common Stock outstanding. Of these shares, the shares offered hereby
will be freely tradable without restriction or registration under the Securities
Act, except for any shares purchased by an affiliate of the Company (in general,
a person who has a control relationship with the Company), which will be subject
to the limitations of Rule 144 promulgated under the Securities Act. All of the
remaining outstanding shares of Common Stock are deemed to be
"restricted securities," as that term is defined in Rule 144. Beginning 180 days
after the date of this Prospectus, upon the expiration of lock-up agreements
with the Underwriters (described below), of these shares will be
available for sale subject to compliance with Rule 144 volume and other
requirements. The remaining shares of restricted securities will be
eligible for sale beginning in February 1998, in compliance with Rule 144
volume and other requirements.

Holders of all the shares of Common Stock of the Company who would otherwise
be eligible to sell under Rule 144 following this offering have agreed for a
period of 180 days after the date of this Prospectus that they will not sell,
consent to sell or otherwise dispose of any shares of Common Stock, any options
or warrants to purchase shares of Common Stock, or any shares convertible into
or exchangeable for shares of Common Stock, owned directly by such persons or
with respect to which they have the power of disposition, without the prior
written consent of Dain Bosworth Incorporated. See "Underwriting."

In general, under Rule 144 as currently in effect, beginning 90 days after
this offering, any person (or persons whose shares are aggregated) who owns
shares that were last acquired from the issuer or an affiliate of the issuer at
least two years prior to a proposed sale is entitled to sell, within any
three-month period, a number of shares which does not exceed the greater of 1%
of the then-outstanding shares of the Company's Common Stock ( shares
immediately after this offering) or the average weekly trading volume of the
Company's Common Stock in the over-the-counter market during the four calendar
weeks preceding the date on which notice of the sale is filed with the
Securities and Exchange Commission (the "Commission"). Sales under Rule 144 may
also be subject to certain manner of sale provisions, notice requirements and
the availability of current public information about the Company. Any person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
of the Company at any time during the three months preceding a proposed sale,
and who owns restricted securities that were last acquired from the issuer or an
affiliate of the issuer at least three years prior to a proposed sale, is
entitled to sell such shares under Rule 144(k) without regard to the volume
limitation, manner of sale provisions, public information requirements or notice
requirements.

The Company is authorized to issue up to shares of Common Stock
under the Stock Plans. See "Management--Employee Stock Plan and Director Stock
Plan." The Company intends to file one or more registration statements on Form
S-8 under the Securities Act covering these shares of Common Stock promptly
following the closing of this offering. Shares registered under such
registration statement will, subject to Rule 144 volume limitations applicable
to affiliates, be available for sale in the open market, subject to vesting
restrictions and the lock-up arrangements described above.

No predictions can be made of the effect, if any, that the availability of
shares for sale or the actual sale of shares will have on market prices
prevailing from time to time.

Pursuant to employment agreements between the Company and each of Messrs.
Gordon, Epstein, Mondre and Murray, Messrs. Gordon, Epstein, Mondre and Murray
are entitled to certain rights with respect to the registration of their Common
Stock under the Securities Act. If the Company proposes to register any of its
securities under the Securities Act, Messrs. Gordon, Epstein, Mondre and Murray
are entitled to notice of such registration and are entitled to include at the
Company's expense all or a portion of their shares therein, subject to certain
conditions.

39
<PAGE> 42

Messrs. Gordon and Epstein may also require the Company to register all or a
portion of their shares under the Securities Act at the Company's expense,
subject to certain conditions.

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below, for which Dain Bosworth Incorporated and Furman Selz
LLC are acting as representatives (the "Representatives"), have severally agreed
to purchase from the Company and the Selling Shareholders the shares of Common
Stock offered hereby. Each Underwriter will purchase the number of shares set
forth opposite its name below, and will purchase such shares at the price to
public, less the underwriting discounts and commissions set forth on the cover
page of this Prospectus.

UNDERWRITER NUMBER OF SHARES
- ----------- ----------------

<S> <C>
Dain Bosworth Incorporated . . . . . . . . . . . . . .
Furman Selz LLC . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . .
=======
</TABLE>

The Underwriting Agreement provides that the Underwriters' obligations are
subject to conditions precedent and that the Underwriters are committed to
purchase all shares of Common Stock offered hereby (other than those covered by
the over-allotment option described below) if the Underwriters purchase any
shares. The Representatives have advised the Company and the Selling
Shareholders that the several Underwriters may offer the shares of Common Stock
directly to the public at the price to public set forth on the cover page of
this Prospectus and to certain dealers at the price to public less a concession
not exceeding $ per share. The Underwriters may allow, and such dealers
may re-allow, a concession not exceeding $ per share to other dealers.
After the shares of Common Stock are released for sale to the public, the
Representatives may change the initial price to public and other selling terms.

The Company and the Selling Shareholders have granted to the Underwriters
an option, exercisable for 30 days after the date of this Prospectus, to
purchase up to an aggregate of additional shares of the Common Stock, at
the price to public, less the underwriting discounts and commissions set forth
on the cover page of this Prospectus. The Underwriters may purchase these shares
solely to cover over-allotments, if any, in connection with the sale of Common
Stock offered hereby. If the Underwriters exercise the over-allotment option,
the Underwriters will purchase additional shares in approximately the same
proportion as those in the above table.

The Underwriting Agreement provides that the Company, the Selling
Shareholders and the Underwriters will indemnify each other against certain
liabilities, including liabilities under the Act, in connection with this
offering. Prior to this offering, the Company paid Dain Bosworth Incorporated
approximately $18,000 for financial consulting services and related expenses.

The Representatives have informed the Company that the Underwriters do not
intend to confirm sales to any account over which they exercise discretionary
authority.

The Company and all of its current shareholders, directors and executive
officers have agreed not to offer, sell, grant an option to purchase or
otherwise dispose of any shares of Common Stock for a period of 180 days after
the date of this Prospectus without the prior written consent of Dain Bosworth
Incorporated. This restriction does not

40
<PAGE> 43

prevent the Company from granting options under the Stock Plans or issuing
unregistered securities in a merger, consolidation, acquisition, joint venture
or other arrangement as long as those securities are not registered under the
Securities Act prior to the end of the 180-day period.

Prior to this offering, there has been no public market for the Common
Stock. The price to public will be determined by agreement among the Company,
the Selling Shareholders and the Representatives. In determining the price to
public, the Company, the Selling Shareholders and the Representatives will
consider, among other things, the history of and prospects for the industry in
which the Company operates, past and present operations and earnings of the
Company and the trend of such earnings, the qualifications of the Company's
management, the general condition of the securities markets at the time of this
offering and the market prices for other publicly traded companies.

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of Common
Stock offered hereby are being passed upon for the Company by Rubin Baum Levin
Constant Friedman & Bilzin ("Rubin Baum"), Miami, Florida. Richard D. Mondre,
the Company's Executive Vice President, General Counsel and Secretary and a
director, is currently "Of Counsel" to Rubin Baum and was previously a Partner
at that firm. See "Certain Transactions." Sherman & Howard L.L.C., Denver,
Colorado, is acting as counsel for the Underwriters in connection with certain
legal matters relating to the sale of the Common Stock offered hereby.

INDEPENDENT PUBLIC ACCOUNTANTS

The balance sheet as of December 31, 1995, and the statements of operations,
shareholders' equity, and cash flows for the year ended December 31, 1995,
included in this Prospectus, have been included herein in reliance on the report
of Coopers & Lybrand L.L.P., independent public accountants, given on the
authority of that firm as experts in auditing and accounting. With respect to
the unaudited interim financial information for the three-month periods ended
March 31, 1996 and 1995, included in this Prospectus, the independent
accountants have reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report included herein states that they did not audit
and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial information
because that report is not a "report" or a "part" of the registration
statement prepared or certified by the accountants within the meaning of
Sections 7 and 11 of the Securities Act.

The financial statements of the Company as of December 31, 1993 and 1994 and
for each of the two years in the period ended December 31, 1994 included in this
Prospectus have been audited by Gurland & Goldberg, P.A., independent public
accountants, as indicated in their report with respect thereto, and are
included in reliance upon the authority of said firm as experts in accounting
and auditing.

In December 1995, the Company changed its accountants from Gurland &
Goldberg, P.A. to Coopers & Lybrand L.L.P. The decision to dismiss its former
accountants was approved by the Board of Directors in anticipation of the
Company's initial public offering. The reports of the Company's accountants have
never contained an adverse report or disclaimer of opinion, and have never been
qualified as to uncertainty, audit scope or accounting principles. The Company
has never had any disagreements with its former accountants.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments, schedules and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the shares of
Common Stock offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information with
respect to the Company and the Common Stock offered hereby, reference is made to
the Registration Statement. Statements made in the

41
<PAGE> 44

Prospectus as to the contents of any contract, agreement or other document are
not necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference. The
Registration Statement and the exhibits thereto may be inspected, without
charge, at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 500 West Madison Street, Chicago, IL 60661, and
7 World Trade Center, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

42
<PAGE> 45

PRECISION RESPONSE CORPORATION

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGES
<S> <C>
Report of Independent Accountants - Coopers & Lybrand L.L.P. F-2

Independent Auditors' Report - Gurland & Goldberg, P.A. F-3

Review Report of Independent Accountants - Coopers & Lybrand L.L.P. F-4

Balance Sheets as of December 31, 1994 and 1995 and March 31, 1996 F-5

Statements of Operations for the years ended December 31, 1993, 1994 and 1995 and F-6
the three-month periods ended March 31, 1995 and 1996

Statements of Shareholders' Equity for the years ended December 31, 1993, 1994 and 1995 and the F-7
three-month period ended March 31, 1996

Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995 and the three- F-8
month periods ended March 31, 1995 and 1996

Notes to Financial Statements F-9
</TABLE>

F-1
<PAGE> 46

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Precision Response Corporation

We have audited the balance sheet of Precision Response Corporation as of
December 31, 1995 and the related statements of operations, shareholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Precision Response Corporation
as of December 31, 1995, and the results of its operations and its cash flows
for the year then ended, in conformity with generally accepted accounting
principles.

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

Miami, Florida
March 11, 1996, except for the second paragraph
of Note 4 as to which the date is May 1, 1996

F-2
<PAGE> 47

INDEPENDENT AUDITORS' REPORT

Board of Directors
Precision Response Corporation
Miami, Florida

We have audited the balance sheet of Precision Response Corporation as of
December 31, 1994 and the related statements of operations, shareholders'
equity, and cash flows for the years ended December 31, 1993 and 1994. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Precision Response Corporation
as of December 31, 1994, and the results of its operations and its cash flows
for the years ended December 31, 1993 and 1994, in conformity with generally
accepted accounting principles.

/s/ Gurland & Goldberg, P.A.

GURLAND & GOLDBERG, P.A.

Hallandale, Florida
March 17, 1995

F-3
<PAGE> 48

REVIEW REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Precision Response Corporation

We have reviewed the accompanying balance sheet of Precision Response
Corporation as of March 31, 1996 and the related statements of operations,
shareholders' equity, and cash flows for the three-month periods ended March
31, 1995 and 1996. These financial statements are the responsibility of the
Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

Miami, Florida
April 29, 1996, except for the second paragraph
of Note 4 as to which the date is May 1, 1996

F-4
<PAGE> 49

PRECISION RESPONSE CORPORATION
BALANCE SHEETS

PRO FORMA
DECEMBER 31, MARCH 31,
---------------------------- MARCH 31, 1996
1994 1995 1996 (NOTE 10)
----------- ------------ ------------ -----------
ASSETS (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Current assets:

Cash and cash equivalents $ 787,609 $ 266,794 $ 51,393 $ 51,393
Accounts receivable, less allowance for doubtful
accounts of $97,000, $60,000, $75,000
and $75,000, respectively 2,616,030 6,616,844 9,588,723 9,588,723
Prepaid expenses and other current assets 417,810 454,867 300,905 300,905
---------- ------------ ----------- -----------

Total current assets 3,821,449 7,338,505 9,941,021 9,941,021

Property and equipment, net 3,834,129 5,283,832 5,845,347 5,845,347
Other assets 81,788 90,925 135,360 135,360
---------- ------------ ----------- -----------

Total assets $7,737,366 $ 12,713,262 $15,921,728 $15,921,728
========== ============ =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Revolving credit loan $1,500,000 $ - $ - $ -
Current maturities of long-term obligations 999,013 1,181,846 1,028,669 1,028,669
Accounts payable and other accrued expenses 1,724,876 2,907,912 3,752,379 3,752,379
Accrued compensation expenses 601,178 1,326,960 1,165,037 1,165,037
Customer deposits and other 419,071 556,388 667,500 667,500
Distribution payable to shareholders - - - 2,553,895
---------- ------------ ----------- -----------

Total current liabilities 5,244,138 5,973,106 6,613,585 9,167,480

Revolving credit loan - 2,995,593 4,745,593 4,745,593
Long-term obligations, less current maturities 1,019,665 928,542 1,148,840 1,148,840
Deferred income taxes - - - 211,000
---------- ------------ ----------- -----------

Total liabilities 6,263,803 9,897,241 12,508,018 15,272,913
---------- ------------ ----------- -----------

Commitments (Note 7 and 9)

Shareholders' equity:

Common stock, $1.00 par value; 100 shares
authorized, issued and outstanding 100 100 100 100
Additional paid-in capital 72,095 72,095 72,095 72,095
Retained earnings 1,495,209 2,950,896 3,704,620 576,620
Due from shareholders, net (93,841) (207,070) (363,105) -
---------- ------------ ----------- -----------

Total shareholders' equity 1,473,563 2,816,021 3,413,710 648,815
---------- ------------ ----------- -----------

Total liabilities and shareholders' equity $7,737,366 $ 12,713,262 $15,921,728 $15,921,728
========== ============ =========== ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5

<PAGE> 50

PRECISION RESPONSE CORPORATION
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, March 31,
------------------------------------------------------ ----------------------------
1993 1994 1995 1995 1996
------------- ------------ ------------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues $ 18,218,377 $ 14,997,663 $ 30,203,989 $ 5,909,824 $ 11,648,811
------------- ------------ ------------- ------------ -------------

Operating expenses:

Cost of services 10,674,980 9,070,327 18,371,577 3,465,352 7,119,857
Preoperating costs - - 573,081 - 174,112
Selling, general and
administrative expenses 7,278,748 6,008,741 9,431,551 1,912,854 3,464,683
------------- ------------ ------------- ------------ -------------

Total operating expenses 17,953,728 15,079,068 28,376,209 5,378,206 10,758,652
------------- ------------ ------------- ------------ -------------

Operating income (loss) 264,649 (81,405) 1,827,780 531,618 890,159

Interest expense 197,216 292,146 372,093 80,551 136,435
Gain (loss) on disposal of assets (313,743) 1,251 - - -
------------- ------------ ------------- ------------ -------------

Net income (loss) $ (246,310) $ (372,300) $ 1,455,687 $ 451,067 $ 753,724
============= ============ ============= ============ =============

Pro Forma Data (Unaudited) (Note 10):

Net income (loss) per above $ (246,310) $ (372,300) $ 1,455,687 $ 451,067 $ 753,724
Pro forma provision (benefit) for
income taxes relating to
S Corporation (45,907) (86,018) 618,931 183,926 312,253
------------- ------------ ------------- ------------ ------------

Pro forma net income (loss) $ (200,403) $ (286,282) $ 836,756 $ 267,141 $ 441,471
============= ============ ============= ============ ============

Pro forma net income (loss) per
common share $ * $ * $ * $ * $ *
============= ============ ============= ============ ============

Weighted average number of common
shares outstanding * * * * *
============= ============ ============= ============ ============
</TABLE>

* Amounts to be completed upon amendment after share recapitalization.

The accompanying notes are an integral part of these financial statements.

F-6

<PAGE> 51

PRECISION RESPONSE CORPORATION
STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------------------- PAID-IN RETAINED DUE FROM
SHARES AMOUNT CAPITAL EARNINGS SHAREHOLDERS, NET TOTAL
----------- ---------- ------------ ------------ ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992 100 $ 100 $ 72,095 $ 2,113,819 $ - $ 2,186,014

Net loss (246,310) (246,310)
--------- ---------- ------------ ----------- ---------- -----------

Balance at December 31, 1993 100 100 72,095 1,867,509 - 1,939,704

Net advances to shareholders (93,841) (93,841)

Net loss (372,300) (372,300)
--------- ---------- ------------ ----------- ---------- -----------

Balance at December 31, 1994 100 100 72,095 1,495,209 (93,841) 1,473,563

Net advances to shareholders (113,229) (113,229)

Net income 1,455,687 1,455,687
--------- ---------- ------------ ----------- ---------- -----------

Balance at December 31, 1995 100 100 72,095 2,950,896 (207,070) 2,816,021

Net advances to shareholders
(Unaudited) (156,035) (156,035)

Net income (Unaudited) 753,724 753,724
--------- ---------- ------------ ----------- ---------- -----------

Balance at March 31, 1996
(Unaudited) 100 $ 100 $ 72,095 $ 3,704,620 $ (363,105) $ 3,413,710
========= ========== ============ =========== ========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-7
<PAGE> 52

PRECISION RESPONSE CORPORATION
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE
FOR THE YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------------------------------ ---------------------------
1993 1994 1995 1995 1996
------------- ------------- ------------- ------------- ------------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:

Net income (loss) $ (246,310) $ (372,300) $ 1,455,687 $ 451,067 $ 753,724
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization 657,585 795,124 1,145,099 262,973 325,175
Loss on disposal of assets 313,743 - - - -
Changes in operating assets and liabilities:
Accounts receivable (1,406,620) 1,267,639 (4,000,814) (1,474,478) (2,971,879)
Prepaid expenses and other current assets (118,512) 66,627 (37,057) 137,666 153,962
Other assets (113,071) 107,105 (9,137) 16,131 (44,435)
Accounts payable and other accrued expenses 459,854 286,604 1,183,036 1,027,534 844,467
Accrued compensation expenses 77,774 93,178 725,782 (47,055) (161,923)
Customer deposits and other (504,659) 20,058 137,317 (64,526) 111,112
------------- ------------- ------------ ------------ -----------

Net cash provided by (used in)
operating activities (880,216) 2,264,035 599,913 309,312 (989,797)
------------- ------------- ------------ ------------ -----------

Cash flows from investing activities:

Purchase of property and equipment (1,230,442) (1,473,783) (1,578,344) (356,039) (479,354)
------------- ------------- ------------ ------------ -----------

Net cash used in investing activities (1,230,442) (1,473,783) (1,578,344) (356,039) (479,354)
------------- ------------- ------------ ------------ -----------

Cash flows from financing activities:

Proceeds from revolving credit loan 450,000 300,000 1,495,593 40,000 1,750,000
Proceeds from long-term obligations 1,865,795 516,700 250,000 - -
Payments on long-term obligations (561,020) (946,328) (1,174,748) (264,453) (340,215)
Net advances to shareholders - (93,841) (113,229) (97,442) (156,035)
------------- ------------- ------------ ------------ -----------

Net cash provided by (used in)
financing activities 1,754,775 (223,469) 457,616 (321,895) 1,253,750
------------- ------------- ------------ ------------ -----------

Net increase (decrease) in cash and cash equivalents (355,883) 566,783 (520,815) (368,622) (215,401)

Cash and cash equivalents at beginning of period 576,709 220,826 787,609 787,609 266,794
------------- ------------- ------------ ------------ -----------

Cash and cash equivalents at end of period $ 220,826 $ 787,609 $ 266,794 $ 418,987 $ 51,393
============= ============= ============= ============ ===========

Supplemental cash flow information:

Cash paid for interest $ 202,949 $ 292,146 $ 372,093 $ 80,551 $ 136,435
============= ============= ============= ============ ===========
Supplemental schedule of noncash investing and
financing activities:

Installment loans and capital lease obligations $ 388,905 $ 516,700 $ 1,016,458 $ - $ 407,336
============= ============= ============= ============ ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-8
<PAGE> 53
PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS

1. OPERATIONS AND ORGANIZATION:

Precision Response Corporation (the "Company") is a full-service
provider of teleservicing, database marketing and management, and
fulfillment services on an outsourced basis to large corporations.

2. SIGNIFICANT ACCOUNTING POLICIES:

The following is a summary of significant accounting policies followed
in the preparation of these financial statements:

INTERIM FINANCIAL STATEMENTS

The financial statements for the three-months ended March 31, 1995 and
1996, and all related footnote information for those periods, are
unaudited and reflect all normal and recurring adjustments which are,
in the opinion of management, necessary for a fair presentation of the
financial position, operating results and cash flows for the interim
periods. The results of operations for the three months ended March
31, 1996 are not necessarily indicative of the results to be achieved
for the entire fiscal year ending December 31, 1996.

ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. The
Company places its temporary cash investments with high credit quality
financial institutions. At times, such investments may be in excess
of the FDIC insurance limits.

F-9
<PAGE> 54

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

2. SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

REVENUE RECOGNITION

The Company recognizes revenues as services are performed, generally
based upon time incurred.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated
depreciation and amortization. Major renewals and improvements are
capitalized and charged to expense through depreciation. Depreciation
is determined using the straight-line method over the estimated useful
lives of the respective assets. Equipment recorded under capital
leases and leasehold improvements are amortized on a straight-line
basis over the shorter of the estimated useful life of the assets or
the lease term. Estimated useful lives are principally five years.
Upon sale or retirement, the related cost and accumulated depreciation
are removed from the accounts, and any gain or loss is recorded in the
statement of operations.

Depreciation of property and equipment has been computed using the
straight-line method since 1994. Depreciation of property and
equipment in prior years was computed using accelerated methods. The
new method of depreciation is a generally accepted method used in the
industry, and it is believed the new method will cause the Company's
operating results to be more comparable with operating results of
other companies in the industry. In connection with the proposed
filing of a registration of the Company's securities, all prior
periods have been retroactively restated to reflect this accounting
change.

PREOPERATING COSTS

The Company expenses as incurred certain incremental costs incurred
prior to opening facilities used in its operations. The costs include
certain rent, new-hire salaries and expenses for utilities, equipment
leases and security incurred at a facility prior to the actual
commencement of operations.

INCOME TAXES

During the period covered by these financial statements, the Company
elected to be treated as an S corporation under the Internal Revenue
Code. In lieu of corporate income taxes, the shareholders of an S
corporation are taxed on the Company's taxable income. Therefore, no
provision or liability for federal and state income taxes has been
included in the financial statements. See Note 10 of Notes to
Financial Statements for a discussion of the Company's termination of
its S Corporation election in connection with a proposed public
offering of its common stock and the related unaudited pro forma data.

F-10
<PAGE> 55

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------- MARCH 31,
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Telecommunications equipment $ 1,111,878 $ 2,187,254 $ 2,274,548
Production equipment 683,384 707,014 713,644
Computer equipment 2,496,956 3,076,808 3,091,166
Leasehold improvements 924,960 1,463,913 1,924,325
Furniture and fixtures 619,342 985,778 1,305,411
Automobiles 134,470 140,126 142,297
----------- ----------- -----------

5,970,990 8,560,893 9,451,391

Accumulated depreciation and amortization (2,136,861) (3,277,061) (3,606,044)
----------- ----------- -----------

$ 3,834,129 $ 5,283,832 $ 5,845,347
=========== =========== ===========
</TABLE>

Property and equipment includes the following leased property under
capital leases:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------- MARCH 31,
1994 1995 1996
--------- ----------- -----------
<S> <C> <C> <C>
Telecommunications equipment $ 633,519 $ 1,363,238 $ 1,363,220
Computer equipment 590,525 1,090,265 1,119,169
Furniture and fixtures 30,325 30,325 30,325
--------- ----------- -----------

1,254,369 2,483,828 2,512,714
Accumulated amortization (431,163) (877,861) (1,296,088)
--------- ----------- -----------

$ 823,206 $ 1,605,967 $ 1,216,626
========= =========== ===========
</TABLE>

F-11
<PAGE> 56

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

4. REVOLVING CREDIT LOAN AGREEMENT:

The Company has a bank revolving credit loan agreement which provides
for maximum borrowings of $5,750,000, subject to collateral
availability, with principal due on May 30, 1996. At December 31,
1995 and March 31, 1996, the unused portion of the line of credit was
approximately $769,000 and $1,004,000, respectively, based upon
available collateral. Interest, payable monthly, accrues on
borrowings under the revolving line of credit at 1 to 1-1/2% over the
prime rate (9.5% at December 31, 1994, 9.25% at December 31, 1995 and
9.75% at March 31, 1996). The line of credit is collateralized by
accounts receivable, equipment and other assets of the Company and is
guaranteed by certain of the Company's shareholders. The agreement
contains restrictive covenants which, among other things, require the
maintenance of certain financial ratios, restrict future indebtedness
and limit capital expenditures and the amount of compensation and
distributions to the Company's shareholders. The limitation on
distributions is based upon the amount of income taxes payable by the
shareholders on the Company's income.

On May 1, 1996, the Company entered into a new three-year senior
revolving credit facility in the aggregate principal amount of $15
million. Borrowing availability is based upon a percentage of eligible
accounts receivable. The facility also allows the Company to borrow an
amount not to exceed $2.5 million in excess of the borrowing base (the
"overformula advance") for a period of one year from the closing date
of the loan subject to the $15 million aggregate limit. The facility
accrues interest at the Company's option based on the prime rate plus
.5% or the LIBOR rate plus 3%; the overformula advance accrues
interest at the prime rate plus 1%. The facility is primarily
collateralized by accounts receivable. The Company is required to
maintain certain financial covenants, including minimum tangible net
worth and earnings, to limit capital expenditures to no more than $11
million per year and to limit additional indebtedness. The Company is
also restricted from paying dividends except for tax distributions to
its shareholders in connection with S corporation earnings and
distributions in connection with the termination of S corporation
status (see Note 10). A portion of the borrowings available to the
Company pursuant to this agreement were used to retire the Company's
existing short-term bank revolving credit loan. Accordingly, the
amounts outstanding under the bank revolving credit loan as of
December 31, 1995 and March 31, 1996 have been reflected as a
long-term liability in the accompanying financial statements.

F-12
<PAGE> 57

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

5. OTHER LONG-TERM OBLIGATIONS:

Other long-term obligations consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------ MARCH 31,
1994 1995 1996
----------- ----------- -----------
<S> <C> <C> <C>
Capital lease obligations, interest rates ranging
from 7.5% to 11.2%; payable through 2000. $ 793,768 $ 1,246,183 $ 1,108,403

Note payable, interest rate at the bank's prime rate plus
one-half of one percent; payable in monthly installments
of principal and interest of $41,667 through 1996;
collateralized by certain property and equipment. In
addition, the Company must meet certain reporting
requirements and restrictive debt covenants, including, but
not limited to a pre-established tangible net worth and a
funded debt to tangible net worth ratio. The note is also
guaranteed by the Company's majority shareholder. 916,667 416,667 291,667

Installment loans, interest rates of 9.75% to 12%; payable
in monthly installments through 1997; collateralized by
certain property and equipment. 308,243 447,538 777,439
----------- ----------- -----------

2,018,678 2,110,388 2,177,509
Current maturities of long-term obligations (999,013) (1,181,846) (1,028,669)
----------- ----------- -----------

$ 1,019,665 $ 928,542 $ 1,148,840
=========== =========== ===========
</TABLE>

Other long-term obligations, as of December 31, 1995, mature as
follows:

<TABLE>
<CAPTION>
NOTE
PAYABLE &
CAPITAL INSTALLMENT
LEASES LOANS TOTAL
----------- ----------- -----------
<S> <C> <C> <C>
Year ending December 31,

1996 $ 683,733 $ 600,023 $ 1,283,756
1997 322,057 184,514 506,571
1998 261,917 79,668 341,585
1999 153,631 - 153,631
2000 20,942 - 20,942
----------- --------- -----------

Total minimum payments 1,442,280 864,205 2,306,485

Less amount representing interest 196,097 - 196,097
----------- --------- -----------

Present value of net minimum payments $ 1,246,183 $ 864,205 $ 2,110,388
=========== ========= ===========
</TABLE>

Based on the borrowing rates available to the Company for bank loans
with similar terms and average maturities, the fair value of debt
approximates carrying value.

F-13
<PAGE> 58

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. PROFIT SHARING PLAN:

The Company has adopted a profit sharing plan which covers
substantially all employees who have been employed for at least two
years. The contributions, determined at the discretion of the Board
of Directors, were $20,000 and $15,000 for 1993 and 1994,
respectively. For the year ended December 31, 1995 and for the
three-month periods ended March 31, 1995 and 1996, there were no
contributions.

7. RELATED PARTY TRANSACTIONS:

The Company leases certain real property, on a month-to-month basis,
from a corporation that is wholly owned by the Company's majority
shareholder. Rent expense under this lease amounted to $345,000,
$211,000 and $194,000 for 1993, 1994 and 1995, respectively. For the
three-month periods ended March 31, 1995 and 1996, rent expense
amounted to $48,000 and $52,000, respectively. Subsequent to December
31, 1995, the Company entered into various lease agreements with the
related party corporation for this real property providing for
aggregate annual rentals of approximately $272,000. The primary lease
term is five years with a renewal option for an additional five-year
period. The Company also subleases another facility and a parking lot
from a partnership owned jointly by certain of its shareholders. The
term of these subleases expires in January, 1999 with annual rentals
aggregating approximately $185,000.

The Company has guaranteed mortgage loans of the corporate affiliate
along with the guarantees of its majority shareholder. At December
31, 1994 and 1995 and March 31, 1996, the outstanding balance on the
loans were $1,309,258, $1,222,362 and $1,208,079, respectively.
Subsequent to December 31, 1995, the Company's majority shareholder
agreed to indemnify the Company as to its guarantee obligation on the
loans.

Amounts shown as due from shareholders represent advances ($93,841,
$343,070 and $500,055 as of December 31, 1994 and 1995 and March 31,
1996, respectively) offset by notes payable to shareholders ($136,000
and $136,950 as of December 31, 1995 and March 31, 1996,
respectively). Advances are non-interest bearing and are due by
December 31, 1996. Notes payable to shareholders bear interest at six
percent and are payable on demand.

8. SIGNIFICANT CLIENTS:

A significant portion of the Company's business is dependent upon
several large clients. For the years ended December 31, 1993, 1994
and 1995 and the three-month periods ended March 31, 1995 and 1996,
the five largest clients accounted for approximately 63%, 50%, 77%,
72%, and 77% of revenues, respectively. As of December 31, 1994 and
1995 and March 31, 1996, approximately 27%, 77% and 76%, respectively,
of the Company's accounts receivable were from these clients.
Accounts receivable represents the Company's greatest concentration of
credit risk and is subject to the financial conditions of its largest
clients. The Company does not require collateral or other security to
support clients' receivables. The Company conducts periodic reviews of
its clients' financial conditions and vendor payment practices to
minimize collection risks on trade accounts receivable.

F-14
<PAGE> 59

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

8. SIGNIFICANT CLIENTS, CONTINUED:

During the years ended December 31, 1993, 1994, and 1995, and the
three-month periods ended March 31, 1995 and 1996, the following
clients individually accounted for more than 10% of the Company's
revenue:

<TABLE>
<CAPTION>
YEARS ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
-------------------------------------- ---------------------
1993 1994 1995 1995 1996
---- ---- ---- ---- ----
( % OF TOTAL REVENUES )
<S> <C> <C> <C> <C> <C>
Company A 37% * * * *
Company B * 12% 42% 24% 61%
Company C * * 17 24 *
Company D * 13 * 13 *
Company E * 11 * * *
</TABLE>

* Accounted for less than 10% of total revenues for the
period indicated

9. COMMITMENTS:

The Company operates primarily in leased facilities with terms ranging
from two to 10 years. Minimum future annual rentals on noncancelable
operating leases, including the annual rentals due on the related
party leases referred to in Note 7, for the five years subsequent to
1995 and in the aggregate are as follows:

<TABLE>
<S> <C>
1996 $ 2,037,000
1997 1,585,000
1998 1,529,000
1999 1,220,000
2000 942,000
Thereafter 3,198,000
------------

$ 10,511,000
============
</TABLE>

Rent expense for these operating leases totaled $516,000, $622,000 and
$776,000 for the years ended 1993, 1994 and 1995, respectively. For
the three-month periods ended March 31, 1995 and 1996, rent expense
totaled $169,000 and $620,000, respectively.

F-15
<PAGE> 60

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

10. PRO FORMA DISCLOSURES (UNAUDITED):

PRO FORMA INCOME TAXES

The Company anticipates filing a Registration Statement on Form S-1
with the Securities and Exchange Commission covering a proposed
initial public offering of common stock (the "Offering").

As described in Note 2, the Company has elected to be taxed as an S
corporation under the provisions of the Internal Revenue Code.
Assuming the completion of the Offering, the Company will terminate
its S corporation election and will accordingly become subject to
federal and state income taxes. Upon termination of the S corporation
election, deferred income taxes reflecting the tax effect of temporary
differences between the Company's financial statement and tax bases of
certain assets and liabilities will become a net liability of the
Company and will be reflected on the balance sheet with a
corresponding nonrecurring expense in the statement of operations for
the first calendar quarter following the Offering. Deferred taxes
relate primarily to accounts receivable, accrued expenses and property
and equipment. The amount of such deferred tax liability computed
using the asset and liability method of accounting for deferred income
taxes approximates $157,000 and $211,000 at December 31, 1995 and
March 31, 1996 respectively.

The pro forma data in the statement of operations provides information
as if the Company had been treated as a C corporation for income tax
purposes for all periods presented. The following unaudited pro forma
information reflects the reconciliation between the statutory
provision for income taxes and the actual provision relating to the
incremental income tax expense that the Company would have incurred if
it had been subject to federal and state income taxes.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------- ----------------------
1993 1994 1995 1995 1996
--------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income tax at federal statutory rate $ (86,209) $ (130,305) $ 509,490 $ 157,873 $ 263,803
State taxes, net of federal benefit (4,361) (8,172) 58,800 17,473 29,665
Nondeductible expenses 44,663 52,459 50,641 8,580 18,785
--------- ---------- --------- --------- ---------

Pro forma provision (benefit) for
income taxes $ (45,907) $ (86,018) $ 618,931 $ 183,926 $ 312,253
========= ========== ========= ========= =========
</TABLE>

The pro forma provision for income taxes, as calculated above, assumed
combined federal and state income tax rates of 37.6%.

F-16
<PAGE> 61

PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

10. PRO FORMA DISCLOSURES (UNAUDITED), CONTINUED:

Prior to the consummation of the Offering, the Company will enter into
a Tax Allocation and Indemnification Agreement (the "Tax Agreement")
with its current shareholders relating to their respective income tax
liabilities. Because the Company will be fully subject to corporate
income taxation after the consummation of the Offering, the
reallocation of income and deductions between the periods during which
the Company was treated as an S corporation and the periods during
which the Company will be subject to corporate income taxation may
increase the taxable income of one party while decreasing that of
another party. Accordingly, the Tax Agreement is intended to assure
that taxes are borne by the Company, on the one hand, and the
shareholders, on the other, only to the extent that such parties were
required to report the related income for tax purposes. Subject to
certain limitations, the Tax Agreement generally provides that the
shareholders will be indemnified by the Company with respect to
federal and state income taxes (plus interest and penalties) shifted
from the Company's taxable year subsequent to the consummation of the
Offering to a taxable year in which the Company was an S corporation,
and the Company will be indemnified by the shareholders with respect
to federal and state income taxes (plus interest and penalties)
shifted from an S corporation taxable year to a Company taxable year
subsequent to the consummation of the Offering.

Prior to consummation of the Offering, the Company's Board of
Directors intends to declare a cash dividend payable to the current
shareholders of the Company (the "Dividend"). The Dividend will be
equal to the Company's estimate of its cumulative taxable income prior
to the conversion to a C corporation, to the extent such taxable
income has not previously been distributed. The Company currently
estimates that if the Company had been converted to a C corporation as
of March 31, 1996, the Dividend would have equaled $2,917,000. The
Tax Agreement will also provide that to the extent such undistributed
taxable income of the Company, as subsequently established in
connection with the filing of the Company's tax return for the
Company's short S corporation tax year, is less than the Dividend,
such shareholders will make a payment equal to such difference to the
Company, and if such undistributed taxable income is greater than the
Dividend, the Company will make an additional distribution equal to
such difference to such shareholders, in either case with interest
thereon.

Any payment made by the Company to the shareholders pursuant to the
Tax Agreement may be considered by the Internal Revenue Service or the
state taxing authorities to be nondeductible by the Company for income
tax purposes.

The pro forma data in the Balance Sheet provides information as if the
Company had terminated its S corporation election, declared the
Dividend and recorded the deferred income tax liability as of March
31, 1996. The Dividend amount of $2,917,000 has been reflected as a
distribution payable to shareholders in the amount of $2,553,895 net
of a repayment by shareholders of $363,105 due to the Company. The
pro forma data does not give effect to the receipt of any proceeds
from the Offering or earnings from March 31, 1996 through the date of
termination of the S corporation election.

F-17
<PAGE> 62
PRECISION RESPONSE CORPORATION
NOTES TO FINANCIAL STATEMENTS, CONTINUED

Pro Forma Net Income (Loss) Per Share

After completion of the Company's share recapitalization, pro forma
net income (loss) per share amounts will be computed based upon the
weighted average number of common shares outstanding during each
period. For 1995 and the interim period of 1996, pro forma per share
data will also give effect to the increase in the number of shares
which, when multiplied by the offering price, would have been
sufficient to replace the amount of the Dividend in excess of current
year earnings.

11. COMMON STOCK AND PREFERRED STOCK:

On May 1, 1996, the Company's shareholders approved an increase in
the number of authorized shares of common stock from 100 shares to
100 million shares and a reduction in the par value per share of
common stock from $1 to $.01. The Company also authorized 25 million
shares, par value $.01, of preferred stock.

F-18
<PAGE> 63

================================================================================

No dealer, salesperson or any other person has been authorized to give
any information or to make any representation not contained in this Prospectus
in connection with the offer made by this Prospectus, and if given or made, such
information or representation must not be relied upon as having been authorized
by the Company, the Selling Shareholders or the Underwriters. This Prospectus
does not constitute an offer to sell or a solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or the information herein is
correct as of any time subsequent to the date of this Prospectus.

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

TABLE OF CONTENTS

PAGE
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Distribution of S Corporation Earnings . . . . . . . . . . . . . 12
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 13
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . 13
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . 14
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Selected Financial and Operating Data . . . . . . . . . . . . . . 16
Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . 18
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . 35
Principal and Selling Shareholders . . . . . . . . . . . . . . . 36
Description of Capital Stock . . . . . . . . . . . . . . . . . . 37
Shares Eligible for Future Sale . . . . . . . . . . . . . . . . . 39
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Independent Public Accountants . . . . . . . . . . . . . . . . . 41
Additional Information . . . . . . . . . . . . . . . . . . . . . 41
Index to Financial Statements . . . . . . . . . . . . . . . . . . F-1

Until , 1996 (25 days from the date of this Prospectus), all
dealers effecting transactions in the Common Stock, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This delivery requirement is in addition to the obligation of dealers to deliver
a Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
================================================================================

================================================================================

PRECISION RESPONSE CORPORATION

COMMON STOCK

----------
PROSPECTUS
----------

DAIN BOSWORTH

Incorporated

FURMAN SELZ

, 1996

================================================================================
<PAGE> 64

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following are the estimated expenses of the issuance and
distribution of the securities being registered, all of which will be paid by
the Company.

<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . $ 19,034
NASD filing fee . . . . . . . . . . . . . . . . . . . . . 6,020
Nasdaq National Market
application fee . . . . . . . . . . . . . . . . . . . . 50,000*
Fees and expenses of counsel . . . . . . . . . . . . . . 175,000*
Fees and expenses of accountants . . . . . . . . . . . . 125,000*
Printing expenses . . . . . . . . . . . . . . . . . . . . 100,000*
Transfer agent and registrar fees . . . . . . . . . . . . 3,500
Blue sky fees and expenses . . . . . . . . . . . . . . . 10,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 61,446*
--------
Total . . . . . . . . . . . . . . . . . . . . . $550,000
========
</TABLE>

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

* Estimated.

The Company intends to pay all expenses of registration, issuance and
distribution, excluding underwriters' discounts and commissions, with respect to
the shares being sold by the Selling Shareholders.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0850 of the Florida Business Corporation Act (the
"Statute") sets forth conditions and limitations governing the indemnification
of officers, directors, and other persons.

Article TWELFTH of the Articles of Incorporation (the "Articles") and
Article IX of the Bylaws (the "Bylaws") of the Company, copies of which are
filed as Exhibits 3.1 and 3.2, contain certain indemnification provisions
adopted pursuant to authority contained in the Statute. The Articles contain a
provision eliminating the personal liability of its directors for monetary
damages resulting from breaches of their fiduciary duty to the extent permitted
by the Statute. Under the Bylaws, the company will indemnify any person who is
or was a director, officer, employee, or agent of the Company or who is or was
serving at the request of the Company as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against: (a) liability incurred in connection with any proceeding
(other than an action by or in the right of the Company) to which such person
was or is a party by reason of acting in any such capacity, and (b) expenses
and amounts paid in settlement (not exceeding, in the judgment of the Company's
board of directors, the estimated expense of litigating the proceeding to
conclusion) actually and reasonably incurred in connection with the defense or
settlement of any proceeding by or in the right of the Company to procure a
judgment in its favor to which such person was or is a party by reason of
acting in any such capacity, provided that: (i) such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; and
(ii) no indemnification shall be made in respect of any claim, issue, or matter
in any proceeding by or in the right of the

II-1
<PAGE> 65

Company as to which such person shall have been adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought, or
any other court of competent jurisdiction, shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper. For purposes of Article IX of the
Bylaws: (A) the term "expenses" includes counsel fees, including those for
appeal; (B) the term "liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and expenses actually and reasonably incurred with
respect to a proceeding; and (C) the term "proceeding" includes any threatened,
pending, or completed action, suit, or other type of proceeding, whether civil,
criminal, administrative, or investigative, and whether formal or informal.

Under the Bylaws, to the extent a director, officer, employee, or agent
of the Company has been successful on the merits or otherwise in defense of any
proceeding described above, or in the defense of any claim, issue, or matter
therein, such person shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith. For all other
indemnification which may be provided under the Bylaws in connection with any
proceeding, unless made pursuant to a determination by a court, indemnification
shall be made only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the director, officer,
employee or agent has met the applicable standard of conduct set forth in the
Bylaws, which determination shall be made: (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
proceeding; (b) if such quorum is not obtainable, or even if obtainable, by
majority vote of a committee duly designated by the board of directors
consisting solely of two or more directors not at the time parties to the
proceeding; (c) by independent legal counsel selected by the board of directors
or a committee thereof as prescribed by the Statute; or (d) by the shareholders
by majority vote of a quorum consisting of shareholders who were not parties to
such proceeding or if such a quorum is not obtainable, by a majority vote of
shareholders who were not parties to such proceeding. Evaluation as to
reasonableness of expenses and authorization of indemnification must be made in
the same manner as the determination that indemnification is permissible,
except that if the determination of permissibility is made by independent legal
counsel, then the board of directors or the committee thereof which appointed
such legal counsel must evaluate the reasonableness of expenses. The Bylaws
also permit the Company to pay expenses incurred by its officers, directors,
employees, and agents in advance of the final disposition of a proceeding,
provided that the Company may advance expenses to a director or officer only
after receiving an undertaking by or on behalf of such director or officer to
repay such amount if he is ultimately found not to be entitled to
indemnification pursuant to the Bylaws.

The Company intends to enter into agreements to indemnify its directors
and certain of its officers, in addition to the indemnification provided for in
the Company's Articles and Bylaws. These agreements, among other things, will
indemnify the Company's directors and officers for all direct and indirect
expenses and costs (including, without limitation, all reasonable attorneys'
fees and related disbursements, other out of pocket costs and reasonable
compensation for time spent by such persons for which they are not otherwise
compensated by the Company or any third person) and liabilities of any type
whatsoever (including, but not limited to, judgments, fines and amounts paid in
settlement) actually and reasonably incurred by such person in connection
with either the investigation, defense, settlement or appeal of any threatened,
pending or completed action, suit or other proceeding, including any action by
or in the right of the corporation, arising out of such person's services as a
director, officer, employee or other agent of the Company, any subsidiary of
the Company or any other company or enterprise to which the person provides
services at the request of the Company. The Company believes that these
provisions and agreements are necessary to attract and retain talented and
experienced directors and officers.

The Company currently intends to obtain liability insurance for the
benefit of its directors and officers.

Under the terms of the Underwriting Agreement, the Underwriters have
agreed to indemnify, under certain conditions, the Company, its directors,
certain of its officers and persons who control the Company within the meaning
of the Securities Act against certain liabilities.

II-2
<PAGE> 66

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

The Company has not issued or sold any securities within the past three
years.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------

<S> <C>
1.1 Form of Underwriting Agreement.

3.1 Articles of Incorporation of Precision Response Corporation.

3.2 Bylaws of Precision Response Corporation.

5.1 Opinion of Rubin Baum Levin Constant Friedman & Bilzin regarding legality of Common Stock.*

9.1 Voting Trust Agreements.*

10.1 Precision Response Corporation 1996 Incentive Stock Plan.*

10.2 Precision Response Corporation 1996 Nonemployee Director Stock Option Plan.*

10.3 Precision Response Corporation Profit Sharing Plan.

10.4 Employment Agreement with Mark Gordon.*

10.5 Employment Agreement with David Epstein.*

10.6 Employment Agreement with Richard Mondre.

10.7 Employment Agreement with James Murray.

10.8 Stock Purchase and Shareholder Agreement, dated February 16, 1996, between Richard Mondre
and Mark Gordon.

10.9 Stock Purchase and Shareholder Agreement, dated February 16, 1996, between Richard Mondre
and David Epstein.

10.10 Agreement, dated February 16, 1996, among Richard Mondre, Mark Gordon and David Epstein.

10.11 Stock Purchase and Shareholder Agreement, dated February 16, 1996, between James Murray
and Mark Gordon.

10.12 Stock Purchase and Shareholder Agreement, dated February 16, 1996, between James Murray
and David Epstein.
</TABLE>

II-3
<PAGE> 67
<TABLE>
<S> <C>
10.13 Agreement, dated February 16, 1996, among James Murray, Mark Gordon and David Epstein.

10.14 Shareholder Agreement between Mark Gordon and David Epstein.*

10.15 S Corporation Tax Allocation and Indemnification Agreement.*

10.16 Loan and Security Agreement, dated as of May 1, 1996, between Precision Response Corporation and
Heller Financial, Inc. (without exhibits and schedules).

10.17 Form of Indemnification Agreement.

10.18 Net Lease, dated May 1, 1996, between MJG Properties, Inc. and Precision Response Corporation
(13180 N.W. 43rd Avenue lease).

10.19 Net Lease, dated May 1, 1996, between MJG Properties, Inc. and Precision Response Corporation
(4250 N.W. 135th Street lease).

10.20 Net Lease, dated May 1, 1996, between MJG Properties, Inc. and Precision Response Corporation
(4300 N.W. 135th Street lease).

10.21 Lease Agreement and Option to Purchase Real Property, dated January 23, 1996, between Burger
King Corporation and Precision Response Corporation (without schedules).

10.22 Assignment of Lease, dated as of April 18, 1996, between Precision Response Corporation and
Deerwood Realty Partners, Ltd.

10.23 Sublease, dated May 1, 1996, between Precision Response Corporation and Deerwood Realty Partners,
Ltd.

10.24 Lease, dated January 25, 1996, between Donald V. Mariutto and Eugene L. Mariutto, and Precision
Response Corporation.

10.25 Assignment of Lease, dated April 30, 1996, between Precision Response Corporation and Deerwood
Realty Partners, Ltd.

10.26 Sublease, dated May 1, 1996, between Precision Response Corporation and Deerwood Realty Partners,
Ltd.

15.1 Letter from Coopers & Lybrand L.L.P. regarding Unaudited Interim Financial Information.

16.1 Letter from Gurland & Goldberg, P.A., regarding change in Certifying Accountant.

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Gurland & Goldberg, P.A.

23.3 Consent of Rubin Baum Levin Constant Friedman & Bilzin (included in Exhibit 5.1).*
</TABLE>

II-4
<PAGE> 68
<TABLE>
<S> <C>
24.1 Power of Attorney (included with the signature page to the Registration Statement).

27.1 Financial Data Schedule.
</TABLE>

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

* To be filed by amendment.

(B) FINANCIAL STATEMENT SCHEDULES:

Schedule II - Valuation and Qualifying Accounts.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes to provide to the
representative of the Underwriters at the closings specified in the Underwriting
Agreement certificates in such denominations and registered in such names as
required by such representative to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, (i) the information omitted
from the form of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this Registration Statement as of the time it was
declared effective and (ii) each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and this offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Miami, Florida on the
6th day of May, 1996.

PRECISION RESPONSE CORPORATION

By: /s/ Mark J. Gordon
--------------------------------------------
Mark J. Gordon
Chairman of the Board of Directors and Chief
Executive Officer

II-6
<PAGE> 70
POWER OF ATTORNEY

We, the undersigned officers and directors of Precision Response
Corporation, do hereby constitute and appoint Mark J. Gordon and David L.
Epstein, and each of them, our true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for each of us and in
our name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith and about the premises, as fully to all intents and
purposes as each of us might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Mark J. Gordon Chairman of the Board and Chief May 6, 1996
- ---------------------------- Executive Officer (Principal Executive
Mark J. Gordon Officer)

/s/ Joseph E. Gillis Chief Financial Officer May 6, 1996
- ---------------------------- (Principal Financial and Accounting
Joseph E. Gillis Officer)

/s/ David L. Epstein Director May 6, 1996
- ----------------------------
David L. Epstein

/s/ Richard D. Mondre Director May 6, 1996
- ----------------------------
Richard D. Mondre

/s/ James F. Murray Director May 6, 1996
- ----------------------------
James F. Murray
</TABLE>

II-7
<PAGE> 71

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders
Precision Response Corporation

In connection with our audit of the financial statements of Precision Response
Corporation as of December 31, 1995 and for the year then ended which financial
statements are included in the Prospectus, we have also audited the financial
statement schedule listed in Item 16(b) herein.

In our opinion, the financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

Miami, Florida
March 11, 1996

S-1
<PAGE> 72

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders
Precision Response Corporation

In connection with our audits of the financial statements of Precision Response
Corporation as of December 31, 1994 and for the years ended December 31, 1993
and 1994, which financial statements are included in the Prospectus, we have
also audited the financial statement schedule listed in Item 16(b) herein.

/s/ Gurland & Goldberg, P.A.

GURLAND & GOLDBERG, P.A.

Hallandale, Florida
March 17, 1995

S-2
<PAGE> 73

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

PRECISION RESPONSE CORPORATION

<TABLE>
<CAPTION>
ADDITIONS
CHARGED TO
BEGINNING COSTS AND ENDING
DESCRIPTION BALANCE EXPENSES (1) DEDUCTIONS (2) BALANCE
----------- ------- ------------ -------------- -------

<S> <C> <C> <C> <C>
Year ended December 31, 1993
Allowance for doubtful accounts
and sales allowances $ 300,000 $ 7,834 $ 257,834 $ 50,000

Year ended December 31, 1994
Allowance for doubtful accounts
and sales allowance 50,000 104,722 57,722 97,000

Year ended December 31, 1995
Allowance for doubtful accounts
and sales allowances 97,000 364,748 401,748 60,000
</TABLE>

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

(1) Accounts charged to bad debt and sales credits during fiscal year 1995
amounted to $10,000 and $354,748, respectively.

(2) Deductions represent customer accounts written-off and sales credit.

S-3
<PAGE> 74

EXHIBIT INDEX

Exhibit
Number Description Page
- ------ ----------- ----

1.1 Form of Underwriting Agreement.

3.1 Articles of Incorporation of
Precision Response Corporation.

3.2 Bylaws of Precision Response Corporation.

5.1 Opinion of Rubin Baum Levin Constant Friedman &
Bilzin regarding legality of Common Stock.*

9.1 Voting Trust Agreements.*

10.1 Precision Response Corporation 1996 Incentive Stock Plan.*

10.2 Precision Response Corporation 1996 Nonemployee Director
Stock Option Plan.*

10.3 Precision Response Corporation Profit Sharing Plan.

10.4 Employment Agreement with Mark Gordon.*

10.5 Employment Agreement with David Epstein.*

10.6 Employment Agreement with Richard Mondre.

10.7 Employment Agreement with James Murray.

10.8 Stock Purchase and Shareholder Agreement,
dated February 16, 1996, between Richard Mondre
and Mark Gordon.

10.9 Stock Purchase and Shareholder Agreement, dated
February 16, 1996, between
Richard Mondre and David Epstein.

10.10 Agreement, dated February 16, 1996,
among Richard Mondre, Mark Gordon and David Epstein.

10.11 Stock Purchase and Shareholder Agreement,
dated February 16, 1996, between
James Murray and Mark Gordon.

10.12 Stock Purchase and Shareholder Agreement,
dated February 16, 1996, between
James Murray and David Epstein.

(i)
<PAGE> 75
Exhibit
Number Description Page
- ------ ----------- ----

10.13 Agreement, dated February 16, 1996,
among James Murray, Mark Gordon and David Epstein.

10.14 Shareholder Agreement between Mark Gordon and David Epstein.*

10.15 S Corporation Tax Allocation and Indemnification Agreement.*

10.16 Loan and Security Agreement, dated as of May 1, 1996, between
Precision Response Corporation and Heller Financial, Inc. (without
exhibits and schedules).

10.17 Form of Indemnification Agreement.

10.18 Net Lease, dated May 1, 1996, between MJG Properties, Inc. and
Precision Response Corporation (13180 N.W. 43rd Avenue lease).

10.19 Net Lease, dated May 1, 1996, between MJG Properties, Inc. and
Precision Response Corporation (4250 N.W. 135th Street lease).

10.20 Net Lease, dated May 1, 1996, between MJG Properties, Inc. and
Precision Response Corporation (4300 N.W. 135th Street lease).

10.21 Lease Agreement and Option to Purchase Real Property, dated January
23, 1996, between Burger King Corporation and Precision Response
Corporation (without schedules).

10.22 Assignment of Lease, dated as of April 18, 1996, between Precision
Response Corporation and Deerwood Realty Partners, Ltd.

10.23 Sublease, dated May 1, 1996, between Precision Response Corporation
and Deerwood Realty Partners, Ltd.

10.24 Lease, dated January 25, 1996, between Donald V. Mariutto and Eugene
L. Mariutto, and Precision Response Corporation.

10.25 Assignment of Lease, dated April 30, 1996, between Precision Response
Corporation and Deerwood Realty Partners, Ltd.

10.26 Sublease, dated May 1, 1996, between Precision Response Corporation
and Deerwood Realty Partners, Ltd.

15.1 Letter from Coopers & Lybrand L.L.P. regarding Unaudited Interim
Financial Information.

16.1 Letter from Gurland & Goldberg, P.A., regarding change in Certifying
Accountant.

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Gurland & Goldberg, P.A.

(ii)
<PAGE> 76
23.3 Consent of Rubin Baum Levin Constant Friedman & Bilzin
(included in Exhibit 5.1).*

24.1 Power of Attorney (included with the signature page to
the Registration Statement).

27.1 Financial Data Schedule.

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

*To be filed by amendment.

(iii)

<PAGE> 1
EXHIBIT 1.1

[NUMBER OF SHARES OFFERED] SHARES

PRECISION RESPONSE CORPORATION

COMMON STOCK
PAR VALUE $.01 PER SHARE

UNDERWRITING AGREEMENT

[Date of agreement]

Dain Bosworth Incorporated
Furman Selz LLC
As Representatives of the several Underwriters
c/o Dain Bosworth Incorporated
Dain Bosworth Plaza
60 South Sixth Street
Minneapolis, Minnesota 55402

Ladies and Gentlemen:

Precision Response Corporation, a Florida corporation (the
"Company"), proposes, and the shareholders of the Company named in Schedule B
hereto (the "Selling Shareholders") propose, subject to the terms and
conditions stated herein, to issue and sell or to sell, as the case may be, to
the several Underwriters named in Schedule A hereto (the "Underwriters"), for
which you are acting as representatives (the "Representatives"), an aggregate
of [number of Firm Shares offered] shares (the "Firm Shares") of Common Stock,
par value $.01 per share, of the Company (the "Common Stock"), including
[number of Company Firm Shares] shares to be sold by the Company and [number of
secondary Firm Shares] shares to be sold by the Selling Shareholders and, at
the election of the Underwriters, up to [number of overallotment shares] shares
of Common Stock (the "Option Shares") including [number of Company
overallotment shares] additional shares to be sold by the Company and [number
of secondary overallotment shares] additional shares to be sold by the Selling
Shareholders. The Firm Shares and the Option Shares are herein collectively
called the "Shares."

The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-1 (File No.
33-______) and a related preliminary prospectus for the registration of the
Shares under the Securities Act of 1933, as amended (the "Act"). The
registration statement, as amended at the time it was declared effective,
including the information (if any) deemed to be part thereof pursuant to Rule
430A under the Act is herein referred
<PAGE> 2

to as the "Registration Statement." The form of prospectus first filed by the
Company with the Commission pursuant to Rules 424(b) and 430A under the Act is
referred to herein as the "Prospectus." Each preliminary prospectus included
in the Registration Statement prior to the time it becomes effective or filed
with the Commission pursuant to Rule 424(a) under the Act is referred to herein
as a "Preliminary Prospectus." Copies of the Registration Statement, including
all exhibits and schedules thereto, any amendments thereto and all Preliminary
Prospectuses have been delivered to you.

The Company and the Selling Shareholders hereby confirm their
respective agreements with respect to the purchase of the Shares by the
Underwriters as follows:

1. Representations and Warranties of the Company.

(a) The Company represents and warrants to, and agrees
with, each of the Underwriters that:

(i) The Registration Statement has been declared
effective under the Act, and no post-effective amendment to
the Registration Statement has been filed as of the date of
this Agreement. No stop order suspending the effectiveness of
the Registration Statement has been issued and no proceeding
for that purpose has been instituted or threatened by the
Commission.

(ii) No order preventing or suspending the use of
any Preliminary Prospectus has been issued by the Commission,
and each Preliminary Prospectus, at the time of filing
thereof, conformed in all material respects to the
requirements of the Act and the rules and regulations of the
Commission promulgated thereunder, subject to the completion
of all blanks therein, and did not contain an 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; provided, however, the Company makes no
representation or warranty as to information contained in or
omitted from any Preliminary Prospectus in reliance upon, and
in conformity with, written information furnished to the
Company by or on behalf of any Underwriter through the
Representatives expressly for use in the preparation thereof.

(iii) The Registration Statement conforms, and the
Prospectus and any amendments or supplements thereto will
conform, in all material respects to the requirements of the
Act and the rules and regulations thereunder. Neither the
Registration Statement nor any amendment thereto, and neither
the Prospectus nor any supplement thereto, contains or will
contain, as the case may be, any untrue statement of a
material fact or omits or will omit to state any 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; provided, however, that the
Company makes no representation or warranty as to information
contained in or

-2-
<PAGE> 3

omitted from the Registration Statement or the Prospectus, or
any such amendment or supplement, in reliance upon, and in
conformity with, written information furnished to the Company
by or on behalf of any Underwriter through the
Representatives, expressly for use in the preparation thereof.

(iv) The Company has been duly organized, is
validly existing as a corporation in good standing under the
laws of the State of Florida, has the corporate power and
authority to own or lease its properties and conduct its
business as described in the Prospectus, and is duly qualified
to transact business in all jurisdictions in which the conduct
of its business or its ownership or leasing of property
requires such qualification and the failure so to qualify
would have a material adverse effect on the business or
condition, financial or otherwise, of the Company.

(v) The Company does not own or have any
agreement or obligation to acquire, directly or indirectly,
any stock, partnership interest, membership interest, joint
venture interest or other equity interest of any kind in any
corporation, partnership, limited partnership, limited
liability company, joint venture, trust or other entity or
association.

(vi) The outstanding shares of capital stock of
the Company have been duly authorized and validly issued and
are fully paid and nonassessable. All offers and sales by the
Company of outstanding shares of capital stock and other
securities of the Company, prior to the date hereof, were made
in compliance with the Act and all applicable state securities
or blue sky laws. The Shares to be issued and sold by the
Company to the Underwriters pursuant to this Agreement have
been duly authorized and, when issued and paid for as
contemplated herein, will be validly issued, fully paid and
nonassessable. Except as otherwise stated in the Prospectus,
there are no preemptive rights or other rights to subscribe
for or to purchase, or any restriction upon the voting or
transfer of, any shares of capital stock of the Company
pursuant to the Company's Articles of Incorporation, Bylaws or
any agreement or other instrument to which the Company is a
party or by which the Company is bound. Neither the filing of
the Registration Statement nor the offering or the sale of the
Shares as contemplated by this Agreement gives rise to any
rights for, or relating to, the registration of any shares of
capital stock or other securities of the Company, except such
rights which have been validly waived or satisfied. Except as
described in the Prospectus, there are no outstanding options,
warrants, agreements, contracts or other rights to purchase or
acquire from the Company any shares of its capital stock. The
Company has the authorized and outstanding capital stock as
set forth under the heading "Capitalization" in the
Prospectus. The outstanding capital stock of the Company,
including the Shares, conforms, and the Shares to be issued by
the Company to the Underwriters will conform, to the
description thereof contained in the Prospectus.

-3-
<PAGE> 4

(vii) The financial statements, together with the
related notes and schedules as set forth in the Registration
Statement and Prospectus, present fairly the financial
position, results of operations and changes in financial
position of the Company on the basis stated in the
Registration Statement at the indicated dates and for the
indicated periods. Such financial statements have been
prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods
involved, and all adjustments necessary for a fair
presentation of results for such periods have been made,
except as otherwise stated therein. The summary and selected
financial and operating data included in the Registration
Statement present fairly the information shown therein on the
basis stated in the Registration Statement and have been
compiled on a basis consistent with the financial statements
presented therein.

(viii) There is no action or proceeding pending or,
to the knowledge of the Company, threatened or contemplated
against the Company before any court or administrative or
regulatory agency which, if determined adversely to the
Company would, individually or in the aggregate, result in a
material adverse change in the business or condition
(financial or otherwise), results of operations, shareholders'
equity or prospects of the Company except as set forth in the
Registration Statement.

(ix) The Company has good and marketable title to
all properties and assets reflected as owned in the financial
statements hereinabove described (or described as owned in the
Prospectus), in each case free and clear of all liens,
encumbrances and defects, except such as are described in the
Prospectus (including the financial statements and notes
therein) or do not substantially affect the value of such
properties and assets and do not materially interfere with the
use made and proposed to be made of such properties and assets
by the Company, and any real property and buildings held under
lease by the Company are held by it under valid, subsisting
and enforceable leases with such exceptions as are not
material and do not interfere with the use made and proposed
to be made of such property and buildings by the Company.

(x) Since the respective dates as of which
information is given in the Registration Statement, as it may
be amended or supplemented, (A) there has not been any
material adverse change, or any development that is reasonably
likely to cause a material adverse change, in or affecting the
condition, financial or otherwise, of the Company or the
business affairs, management, financial position,
shareholders' equity or results of operations of the Company,
whether or not occurring in the ordinary course of business,
(B) there has not been any transaction not in the ordinary
course of business entered into by the Company which is
material to the Company other than transactions described or
contemplated in the Registration Statement, (C) the Company
has not incurred any material liabilities or obligations which
are not in the ordinary course of business or which could
result in a material reduction in the future earnings of the
Company, (D) the Company has not sustained any material loss
or interference with its business or properties from fire,
flood, windstorm, accident

-4-
<PAGE> 5

or other calamity, whether or not covered by insurance, (E)
there has not been any change in the capital stock of the
Company (other than upon the exercise of options and warrants
described in the Registration Statement) or any material
increase in the short-term or long-term debt (including
capitalized lease obligations) of the Company, (F) there has
not been any declaration or payment of any dividends or any
distributions of any kind with respect to the capital stock of
the Company, other than any dividends or distributions
described or contemplated in the Registration Statement, and
(G) there has not been any issuance of warrants, options,
convertible securities or other rights to purchase or acquire
capital stock of the Company.

(xi) The Company is not in violation of, or in
default under, its Articles of Incorporation or Bylaws, or any
statute, or any rule, regulation, order, judgment, decree or
authorization of any court or governmental or administrative
agency or body having jurisdiction over the Company or any of
its properties, or any indenture, mortgage, deed of trust,
loan agreement, lease, franchise, license or other agreement
or instrument to which the Company is a party or by which it
is bound or to which any property or asset of the Company is
subject, which violation or default would have a material
adverse effect on the business, condition (financial or
otherwise), results of operations, shareholders' equity or
prospects of the Company.

(xii) The issuance and sale of the Shares by the
Company and the compliance by the Company with all of the
provisions of this Agreement and the consummation of the
transactions contemplated herein will not violate any
provision of the Articles of Incorporation or Bylaws of the
Company or any statute or any order, judgment, decree, rule,
regulation or authorization of any court or governmental or
administrative agency or body having jurisdiction over the
Company or any of its properties, and will not conflict with,
result in a breach or violation of, or constitute, either by
itself or upon notice or passage of time or both, a default
under any indenture, mortgage, deed of trust, loan agreement,
lease, franchise, license or other agreement or instrument to
which the Company is a party or by which the Company is bound
or to which any property or asset of the Company is subject.
No approval, consent, order, authorization, designation,
declaration or filing by or with any court or governmental
agency or body is required for the execution and delivery by
the Company of this Agreement and the consummation of the
transactions herein contemplated, except as may be required
under the Act or any state securities or blue sky laws.

(xiii) The Company holds and is operating in
compliance in all material respects with all material
licenses, approvals, certificates and permits from
governmental and regulatory authorities, foreign and domestic,
which are necessary to the conduct of its business as
described in the Prospectus.

(xiv) The Company has the power and authority to
enter into this Agreement and to authorize, issue and sell the
Shares it will sell hereunder as

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<PAGE> 6

contemplated hereby. This Agreement has been duly and validly
authorized, executed and delivered by the Company.

(xv) Coopers & Lybrand L.L.P., which has certified
certain of the financial statements filed with the Commission
as part of the Registration Statement, are independent public
accountants as required by the Act and the rules and
regulations thereunder.

(xvi) The Company has not taken and will not take,
directly or indirectly, any action designed to, or which has
constituted, or which might reasonably be expected to cause or
result in, stabilization or manipulation of the price of the
Common Stock.

(xvii) The Company's registration statement pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), has been declared effective by
the Commission; and the Shares have been approved for
designation upon notice of issuance on the Nasdaq National
Market under the symbol "PRRC."

(xviii) The Company has obtained and delivered to the
Representatives written agreements, in form and substance
satisfactory to the Representatives, of each of its directors,
executive officers and shareholders that no offer, sale,
assignment, transfer, encumbrance, contract to sell, grant of
an option to purchase or other disposition of any Common Stock
or other capital stock of the Company will be made for a
period of 180 days after the date of the Prospectus, directly
or indirectly, by such holder otherwise than hereunder or with
the prior written consent of Dain Bosworth Incorporated.

(xix) The Company has not distributed and will not
distribute any prospectus or other offering material in
connection with the offering and sale of the Shares other than
any Preliminary Prospectus or the Prospectus or other
materials permitted by the Act to be distributed by the
Company.

(xx) The Company is in compliance with all
provisions of Florida Statutes Section 517.075 (Chapter
92-198, laws of Florida). The Company does not do any
business, directly or indirectly, with the government of Cuba
or with any person or entity located in Cuba.

(xxi) The Company has filed all federal, state,
local and foreign tax returns or reports required to be filed,
and has paid in full all taxes indicated by said returns or
reports and all assessments received by it to the extent that
such taxes have become due and payable, except where the
Company is contesting in good faith such taxes and assessments
or such taxes and assessments in the aggregate are not
material.

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<PAGE> 7

(xxii) The Company owns or licenses all material
patents, patent applications, trademarks, service marks,
tradenames, trademark registrations, service mark
registrations, copyrights, licenses, inventions, trade secrets
and other similar rights necessary for the conduct of its
business as described in the Prospectus. The Company has no
knowledge of any infringement by it of any patents, patent
applications, trademarks, service marks, tradenames, trademark
registrations, service mark registrations, copyrights,
licenses, inventions, trade secrets or other similar rights of
others, and the Company has not received any notice or claim
of conflict with the asserted rights of others with respect
any of the foregoing.

(xxiii) The Company is not, and upon completion of
the sale of Shares contemplated hereby will not be, required
to register as an "investment company" under the Investment
Company Act of 1940, as amended.

(xxiv) The Company maintains a system of internal
accounting controls sufficient to provide reasonable
assurances that (A) transactions are executed in accordance
with management's general or specific authorization; (B)
transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for
assets; (C) access to records is permitted only in accordance
with management's general or specific authorization; and (D)
the recorded accountability for assets is compared with
existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

(b) Any certificate signed by any officer of the Company
and delivered to the Representatives or counsel to the Underwriters shall be
deemed to be a representation and warranty of the Company to each Underwriter
as to the matters covered thereby.

2. Representations, Warranties and Covenants of the
Selling Shareholders.

(a) Each Selling Shareholder severally represents and
warrants to, and covenants and agrees with, each of the Underwriters and the
Company that:

(i) Such Selling Shareholder has duly executed
and delivered a Power of Attorney (the "Power of Attorney"),
appointing Richard D. Mondre and __________ _______________,
and each of them, as attorney-in-fact (the
"Attorneys-In-Fact") with full power and authority to execute
and deliver this Agreement on behalf of such Selling
Shareholder, to authorize the delivery of the Shares to be
sold by such Selling Shareholder hereunder, and otherwise to
act on behalf of such Selling Shareholder in connection with
the transactions contemplated by this Agreement.

(ii) Such Selling Shareholder has duly executed
and delivered a Custody Agreement (the "Custody Agreement")
with Rubin Baum Levin Constant Friedman & Bilzin, as
Custodian, pursuant to which certificates in negotiable form
for the

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<PAGE> 8

Shares to be sold by such Selling Shareholder hereunder have
been placed in custody for delivery under this Agreement.

(iii) Such Selling Shareholder has full right,
power and authority to enter into this Agreement, the Power of
Attorney and the Custody Agreement, and to sell, assign,
transfer and deliver the Shares to be sold by such Selling
Shareholder hereunder; and all consents, approvals,
authorizations and orders necessary for the execution and
delivery by such Selling Shareholder of this Agreement, the
Power of Attorney and the Custody Agreement, and for the sale
and delivery of the Shares to be sold by such Selling
Shareholder hereunder, have been obtained, except such as may
be required by any state securities or blue sky laws.

(iv) Such Selling Shareholder has, and at the
Closing Date and the Option Closing Date, as the case may be
(as such dates are hereinafter defined), will have good and
valid title to the Firm Shares and the Option Shares,
respectively, to be sold by such Selling Shareholder
hereunder, free of any liens, encumbrances, security
interests, equities or claims whatsoever; and upon delivery of
and payment for such Firm Shares and Option Shares pursuant to
this Agreement, good and valid title thereto, free of any
liens, encumbrances, security interests, equities or claims
whatsoever, will be transferred to the several Underwriters.

(v) The consummation by such Selling Shareholder
of the transactions herein contemplated and the fulfillment by
such Selling Shareholder of the terms hereof will not conflict
with or result in a breach or violation of any of the terms
and provisions of, or constitute a default under, any will,
mortgage, deed of trust, loan agreement or other agreement,
instrument or obligation to which such Selling Shareholder is
a party or to which any of the property or assets of such
Selling Shareholder is subject, except for such agreements,
instruments or obligations for which consents have been
obtained, nor will such actions result in any violations of
the provisions of the charter or by-laws if such Selling
Shareholder is a corporation, the partnership agreement,
certificate or articles if the Selling Shareholder is a
partnership, or any statute, rule, regulation or order
applicable to such Selling Shareholder of any court or of any
regulatory body or administrative agency or other governmental
body having jurisdiction over such Selling Shareholder.

(vi) Such Selling Shareholder has not taken and
will not take, directly or indirectly, any action designed to,
or which has constituted, or which might reasonably be
expected to cause or result in, stabilization or manipulation
of the price of the Common Stock.

(vii) To the extent that any statements or
omissions made in the Registration Statement, any Preliminary
Prospectus thereof, the Prospectus or any amendment or
supplement thereto are made in reliance upon and in conformity
with written information with respect to such Selling
Shareholder furnished to the

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<PAGE> 9

Company by such Selling Shareholder expressly for use therein,
such Preliminary Prospectus and the Registration Statement did
not, and the Prospectus and any further amendments or
supplements to the Registration Statement and the Prospectus
will not, when they become effective or are filed with the
Commission, as the case may be, contain any untrue statement
of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements
therein not misleading.

(viii) Such Selling Shareholder will not offer to
sell, sell, transfer, assign or otherwise dispose of any
Common Stock or other capital stock of the Company, directly
or indirectly, for a period of 180 days after the date of the
Prospectus, otherwise than hereunder or with the written
consent of Dain Bosworth Incorporated, and for an additional
90-day period after such 180-day period, no offer, sale or
other disposition of any Common Stock or other capital stock
of the Company will be made by such Selling Shareholder unless
such Selling Shareholder shall have notified Dain Bosworth
Incorporated in writing of his or her intention to effect the
sale or other disposition at least one business day in advance
thereof.

(ix) Such Selling Shareholder represents and
warrants to, and agrees with, the Underwriters to the same
effect as the representations and warranties of the Company
set forth in Section 1 of this Agreement.

(b) In order to document the Underwriters' compliance
with the reporting and withholding provisions of the Internal Revenue Code of
1986, as amended, with respect to the transactions herein contemplated, each of
the Selling Shareholders agrees to deliver to you prior to or at the Closing
Date a properly completed and executed United States Treasury Department Form
W-9 (or other applicable form or statement specified by Treasury Department
regulations in lieu thereof).

(c) Each of the Selling Shareholders specifically agrees
that the Shares represented by the certificates held in custody for such
Selling Shareholder under the Custody Agreement are subject to the interests of
the Underwriters hereunder, and that the arrangements made by such Selling
Shareholder for such custody and the appointment by such Selling Shareholder of
the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable.
Each of the Selling Shareholders specifically agrees that the obligations of
the Selling Shareholders hereunder shall not be terminated by operation of law,
whether by the death or incapacity of any individual Selling Shareholder or, in
the case of an estate or trust, by the death or incapacity of any executor or
trustee or the termination of such estate or trust, or in the case of a
corporation or partnership, by the dissolution of such corporation or
partnership, or by the occurrence of any other event. If any individual
Selling Shareholder or any such executor or trustee should die or become
incapacitated, or if any such estate or trust should be terminated, or if any
such corporation or partnership should be dissolved, or if any other such event
should occur before the delivery of the Shares hereunder, certificates
representing the Shares shall be delivered by or on behalf of the Selling
Shareholders in accordance with the terms and conditions of this Agreement and
of the Custody Agreement, and

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<PAGE> 10

actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall
be as valid as if such death, incapacity, termination, dissolution or other
event had not occurred, regardless of whether or not the Custodian, the
Attorneys-in-Fact, or any of them, shall have received notice of such death,
incapacity, termination, dissolution or other event.

(d) Any certificate signed by or on behalf of any Selling
Shareholder and delivered to the Representatives or to counsel to the
Underwriters shall be deemed to be a representation and warranty of such
Selling Shareholder to each Underwriter as to the matters covered thereby.

3. Purchase, Sale and Delivery of Shares. On the basis
of the representations, warranties and covenants contained herein, and subject
to the terms and conditions herein set forth, the Company and each Selling
Shareholder, as and to the extent indicated in Schedule B hereto, agrees,
severally and not jointly, to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from the Company and each
Selling Shareholder, at a price of $ ______ per share, the number of Firm
Shares set forth opposite the name of each Underwriter in Schedule A hereto,
subject to adjustments in accordance with Section 9 hereof.

In addition, on the basis of the representations, warranties
and covenants herein contained and subject to the terms and conditions herein
set forth, the Company and each of the Selling Shareholders, as and to the
extent indicated in Schedule B hereto, hereby grant, severally and not jointly,
to the several Underwriters an option to purchase at their election up to
___________ Option Shares at the same price per share as set forth for the Firm
Shares in the paragraph above, for the sole purpose of covering overallotments
in the sale of the Firm Shares. The option granted hereby may be exercised in
whole or in part, but only once, and at any time upon written notice given
within 30 days after the date of this Agreement, by you, as Representatives of
the several Underwriters, to the Company, the Attorneys-in-Fact and the
Custodian setting forth the number of Option Shares as to which the several
Underwriters are exercising the option and the time and date at which
certificates are to be delivered. Any such election to purchase Option Shares
shall be made as set forth in Schedule B hereto. If any Option Shares are
purchased, each Underwriter agrees, severally and not jointly, to purchase that
portion of the number of Option Shares as to which such election shall have
been exercised (subject to adjustment to eliminate fractional shares)
determined by multiplying such number of Option Shares by a fraction the
numerator of which is the maximum number of Option Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule A hereto and the denominator of which is the maximum
number of Option Shares which all of the Underwriters are entitled to purchase
hereunder. The time and date at which certificates for Option Shares are to be
delivered shall be determined by the Representatives but shall not be earlier
than two or later than ten full business days after the exercise of such
option, and shall not in any event be prior to the Closing Date. If the date
of exercise of the option is three or more full days before the Closing Date,
the notice of exercise shall set the Closing Date as the Option Closing Date.

Certificates in definitive form for the Shares to be purchased
by each Underwriter hereunder, and in such denominations and registered in such
names as Dain Bosworth Incorporated may request upon at least forty-eight
hours' prior notice to the Company, shall be delivered by or on

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<PAGE> 11

behalf of the Company and each Selling Shareholder to you for the account of
such Underwriter at such time and place as shall hereafter be designated by the
Representatives, against payment by such Underwriter or on its behalf of the
purchase price therefor by certified or official bank check or checks, payable
to the order of the Company and each Selling Shareholder in next day funds.
The time and date of such delivery and payment shall be, with respect to the
Firm Shares, 8:30 a.m. Miami time, at the offices of Rubin Baum Levin Constant
Friedman & Bilzin in Miami, Florida, on _________________, 1996, or such other
time and date as you and the Company may agree upon in writing, such time and
date being herein referred to as the "Closing Date," and, with respect to the
Option Shares, at the time and on the date specified by you in the written
notice given by you of the Underwriters' election to purchase the Option
Shares, or such other time and date as you and the Company may agree upon in
writing, such time and date being referred to herein as the "Option Closing
Date." Such certificates will be made available for checking and packaging at
least twenty-four hours prior to the Closing Date or the Option Closing Date,
as the case may be, at a location as may be designated by you.

4. Offering by Underwriters. It is understood that the
several Underwriters propose to make a public offering of the Firm Shares as
soon as the Representatives deem it advisable to do so. The Firm Shares are to
be initially offered to the public at the initial public offering price set
forth in the Prospectus. The Representatives may from time to time thereafter
change the public offering price and other selling terms. To the extent, if at
all, that any Option Shares are purchased pursuant to Section 3 hereof, the
Underwriters will offer such Option Shares to the public on the foregoing terms.

5. Covenants of the Company. The Company covenants and
agrees with the several Underwriters that:

(a) The Company will prepare and timely file with the
Commission under Rule 424(b) under the Act a Prospectus containing information
previously omitted at the time of effectiveness of the Registration Statement
in reliance on Rule 430A under the Act, and will not file any amendment to the
Registration Statement or supplement to the Prospectus of which the
Representatives shall not previously have been advised and furnished with a
copy and as to which the Representatives shall have objected in writing
promptly after reasonable notice thereof or which is not in compliance with the
Act or the rules and regulations thereunder.

(b) The Company will advise the Representatives promptly
of any request of the Commission for amendment of the Registration Statement or
for any supplement to the Prospectus or for any additional information, or of
the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the use of the Prospectus, of the suspension
of the qualification of the Shares for offering or sale in any jurisdiction, or
of the institution or threatening of any proceedings for that purpose, and the
Company will use its best efforts to prevent the issuance of any such stop
order preventing or suspending the use of the Prospectus or suspending such
qualification and to obtain as soon as possible the lifting thereof, if issued.

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<PAGE> 12

(c) The Company will endeavor to qualify the Shares for
sale under the securities laws of such jurisdictions as the Representatives may
reasonably have designated in writing and will, or will cause counsel to, make
such applications, file such documents, and furnish such information as may be
reasonably requested by the Representatives, provided that the Company shall
not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction where it is not now so
qualified or required to file such a consent. The Company will, from time to
time, prepare and file such statements, reports and other documents as are or
may be required to continue such qualifications in effect for so long a period
as the Representatives may reasonably request for distribution of the Shares.

(d) The Company will furnish the Underwriters with as
many copies of any Preliminary Prospectus as the Representatives may reasonably
request and, during the period when delivery of a prospectus is required under
the Act, the Company will furnish the Underwriters with as many copies of the
Prospectus in final form, or as thereafter amended or supplemented, as the
Representatives may, from time to time, reasonably request. The Company will
deliver to the Representatives, at or before the Closing Date, three signed
copies of the Registration Statement and all amendments thereto including all
exhibits filed therewith, and will deliver to the Representatives such number
of copies of the Registration Statement, without exhibits, and of all
amendments thereto, as the Representatives may reasonably request.

(e) If, during the period in which a prospectus is
required by law to be delivered by an Underwriter or dealer, any event shall
occur, as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of
the circumstances existing at the time such Prospectus is delivered to a
purchaser, not misleading, or if for any other reason it shall be necessary at
any time to amend or supplement the Prospectus to comply with any law, the
Company promptly will prepare and file with the Commission an appropriate
amendment to the Registration Statement or supplement to the Prospectus so that
the Prospectus as so amended or supplemented will not include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances existing
when it is so delivered, not misleading, or so that the Prospectus will comply
with law. In case any Underwriter is required by law to deliver a prospectus
in connection with sales of any Shares at any time nine months or more after
the effective date of the Registration Statement, upon the request of the
Representatives but at the expense of such Underwriter, the Company will
prepare and deliver to such Underwriter as many copies as the Representatives
may request of an amended or supplemented Prospectus complying with Section
10(a)(3) of the Act.

(f) The Company will make generally available to its
security holders, as soon as it is practicable to do so, but in any event not
later than 18 months after the effective date of the Registration Statement, an
earnings statement (which need not be audited) in reasonable detail, covering a
period of at least 12 consecutive months beginning after the effective date of
the Registration Statement, which earnings statement shall satisfy the
requirements of Section 11(a) of the Act and Rule 158 thereunder and will
advise you in writing when such statement has been so made available.

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<PAGE> 13

(g) The Company will, for a period of five years from the
Closing Date, deliver to the Representatives copies of its annual report and
copies of all other documents, reports and information furnished by the Company
to its security holders or filed with any securities exchange pursuant to the
requirements of such exchange or with the Commission pursuant to the Act or the
Exchange Act. The Company will deliver to the Representatives similar reports
with respect to significant subsidiaries, as that term is defined in the rules
and regulations under the Act, which are not consolidated in the Company's
financial statements.

(h) No offering, sale or other disposition of any Common
Stock or other capital stock of the Company, or warrants, options, convertible
securities or other rights to acquire such Common Stock or other capital stock
(other than pursuant to employee stock option plans, outstanding options or
warrants or on the conversion of convertible securities outstanding on the date
of this Agreement or options to be issued as disclosed in the Prospectus, and
other than securities issued in connection with any merger, consolidation,
share exchange, acquisition of stock or assets, joint venture, strategic
alliance and other business associations and similar transactions or
arrangements which are not effectively registered under the Act for at least
180 days after the date of this Agreement) will be made for a period of 180
days after the date of this Agreement, directly or indirectly, by the Company
otherwise than hereunder or with the prior written consent of Dain Bosworth
Incorporated.

(i) The Company will apply the net proceeds from the sale
of the Shares to be sold by it hereunder substantially in accordance with the
purposes set forth under "Use of Proceeds" in the Prospectus.

(j) The Company will use its best efforts to maintain the
designation of the Common Stock on the Nasdaq National Market.

(k) The Company will file with the Commission such
reports on Form SR as may be required pursuant to Rule 463 under the Act.

6. Costs and Expenses. The Company will pay (directly
or by reimbursement) all costs, expenses and fees incident to the performance
of the obligations of the Company and the Selling Shareholders under this
Agreement, including, without limiting the generality of the foregoing, the
following: accounting fees of the Company; the fees and disbursements of
counsel for the Company; the cost of preparing, printing and filing of the
Registration Statement, Preliminary Prospectuses and the Prospectus and any
amendments and supplements thereto and the printing, mailing and delivery to
the Underwriters and dealers of copies thereof and of this Agreement, the
Agreement Among Underwriters, any Selected Dealers Agreement, the Underwriters'
Selling Memorandum, the Invitation Letter, the Power of Attorney, the Blue Sky
Memorandum and any supplements or amendments thereto (excluding, except as
provided below, fees and expenses of counsel to the Underwriters); the filing
fees of the Commission; listing fees, if any, transfer taxes and the expenses,
including the fees and disbursements of counsel for the Underwriters incurred
in connection with the qualification of the Shares under state securities or
Blue Sky laws; the fees and expenses incurred in connection with the
designation of the Shares on the Nasdaq National Market;

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<PAGE> 14

the costs of preparing stock certificates; the costs and fees of any registrar
or transfer agent and all other costs and expenses incident to the performance
of its obligations hereunder which are not otherwise specifically provided for
in this Section 6. In addition, the Company will pay all travel and lodging
expenses incurred by management of the Company in connection with any
informational "road show" meetings held in connection with the offering and
will also pay for the preparation of all materials used in connection with such
meetings. The Selling Shareholders will pay the fees and expenses of any
separate counsel retained by them in connection with the transactions
contemplated hereby. The Company shall not, however, be required to pay for
any of the Underwriters' expenses (other than those related to qualification of
the Shares under state securities or Blue Sky laws) except that, if this
Agreement shall not be consummated because the conditions in Section 7 hereof
are not satisfied, or because this Agreement is terminated by the
Representatives pursuant to Section 11(b) hereof, or by reason of any failure,
refusal or inability on the part of the Company or the Selling Shareholders to
perform any undertaking or satisfy any condition of this Agreement or to comply
with any of the terms hereof on their respective parts to be performed, unless
such failure to satisfy said condition or to comply with said terms shall be
due to the default or omission of any Underwriter, then the Company shall
promptly upon request by the Representatives reimburse the several Underwriters
for all out-of-pocket accountable expenses, including fees and disbursements of
counsel, incurred in connection with investigating, marketing and proposing to
market the Shares or in contemplation of performing their obligations
hereunder; but the Company shall not in any event be liable to any of the
several Underwriters for damages on account of the value of the time the
Underwriters' employees have expended in connection with the offering or the
loss of anticipated profits from the sale by them of the Shares.

7. Conditions of Obligations of the Underwriters. The
several obligations of the Underwriters to purchase the Firm Shares on the
Closing Date and the Option Shares, if any, on the Option Closing Date, are
subject to the condition that all representations and warranties of the Company
and the Selling Shareholders contained herein are true and correct, at and as
of the Closing Date or the Option Closing Date, as the case may be, the
condition that the Company and the Selling Shareholders shall have performed
all of their respective covenants and obligations hereunder and to the
following additional conditions:

(a) The Prospectus shall have been filed with the
Commission pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, or any part thereof shall
have been issued and no proceedings for that purpose shall have been initiated
or threatened by the Commission; and all requests for additional information on
the part of the Commission shall have been complied with to the reasonable
satisfaction of the Representatives.

(b) The Representatives shall have received on the
Closing Date or the Option Closing Date, as the case may be, the opinion of
Rubin Baum Levin Constant Friedman & Bilzin, counsel for the Company, dated the
Closing Date or the Option Closing Date, as the case may be, addressed to the
Underwriters, to the effect that:

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<PAGE> 15

(i) The Company has been duly organized and is
existing as a corporation in active status under the laws of
the State of Florida, with corporate power and authority to
own or lease its properties and conduct its business as
described in the Prospectus.

(ii) The Company has authorized and outstanding
capital stock as described in the Prospectus. The outstanding
shares of the Company's capital stock have been duly
authorized and validly issued and are fully paid and
nonassessable. The form of certificate for the Shares is in
due and proper form and complies with all applicable statutory
requirements. The Shares to be issued and sold by the Company
pursuant to this Agreement have been duly authorized and, when
issued and paid for as contemplated herein, will be validly
issued, fully paid and nonassessable. No preemptive or, to
the knowledge of such counsel, other similar subscription
rights of shareholders of the Company or of holders of
warrants, options, convertible securities or other rights to
acquire shares of capital stock of the Company, exist with
respect to any of the Shares or the issue and sale thereof.
To the knowledge of such counsel, no rights to register
outstanding shares of the Company's capital stock, or shares
issuable upon the exercise of outstanding warrants, options,
convertible securities or other rights to acquire shares of
such capital stock, exist which have not been validly
exercised or waived with respect to the Registration
Statement. The capital stock of the Company, including the
Shares, conforms in all material respects to the description
thereof contained in the Prospectus.

(iii) The Registration Statement has become
effective under the Act and, to the knowledge of such counsel,
no stop order proceedings with respect thereto have been
instituted or are pending or threatened by the Commission.

(iv) The Registration Statement, the Prospectus
and each amendment or supplement thereto comply as to form in
all material respects with the requirements of the Act and the
rules and regulations thereunder (except that such counsel
need express no opinion as to the financial statements and
related notes and schedules and other financial and
statistical data included therein).

(v) The statements (A) in the Prospectus under
the captions "Description of Capital Stock," "Business -
Government Regulation", and _________________, and (B) in the
Registration Statement in Item 15 insofar as such statements
constitute a summary of matters of law, are accurate summaries
and fairly present the information called for with respect to
such matters in all material respects.

(vi) Such counsel does not know of any contracts,
agreements, documents or instruments required to be filed as
exhibits to the Registration Statement, incorporated by
reference into the Prospectus, or described in the
Registration Statement or the Prospectus which are not so
filed, incorporated by reference or described as required; and
insofar as any statements in the Registration Statement or

-15-
<PAGE> 16

the Prospectus constitute summaries of any contract,
agreement, document or instrument to which the Company is a
party, such statements are accurate summaries and fairly
present the information called for with respect to such
matters in all material respects.

(vii) Such counsel knows of no legal or
governmental proceeding, pending or threatened, before any
court or administrative body or regulatory agency, to which
the Company is a party or to which any of the properties of
the Company is subject that are required to be described in
the Registration Statement or Prospectus and are not so
described, or statutes or regulations that are required to be
described in the Registration Statement or the Prospectus that
are not so described.

(viii) The execution and delivery of this Agreement
and the consummation of the transactions herein contemplated
do not and will not conflict with or result in a violation of
or default under the charter or bylaws of the Company, or
under any statute, permit, judgment, decree, order, rule or
regulation known to such counsel of any court or governmental
agency or body having jurisdiction over the Company or any of
its properties, or under any lease, contract, indenture,
mortgage, loan agreement or other agreement or other
instrument or obligation known to such counsel to which the
Company is a party or by which the Company is bound or to
which any property or asset of the Company is subject, except
such agreements, instruments or obligations with respect to
which valid consents or waivers have been obtained by the
Company.

(ix) The Company has the corporate power and
authority to enter into this Agreement and to authorize, issue
and sell the Shares as contemplated hereby. This Agreement
has been duly and validly authorized, executed and delivered
by the Company.

(x) No approval, consent, order, authorization,
designation, declaration or filing by or with any regulatory,
administrative or other governmental body is necessary in
connection with the execution and delivery of this Agreement
and the consummation of the transactions herein contemplated
(other than as may be required by state securities and blue
sky laws, as to which such counsel need express no opinion)
except such as have been obtained or made, specifying the
same.

(xi) The Company is not, and immediately upon
completion of the sale of Shares contemplated hereby will not
be, required to register as an "investment company" under the
Investment Company Act of 1940, as amended.

(xii) Such counsel has no reason to believe that,
as of its effective date, the Registration Statement or any
further amendment thereto made by the Company prior to the
Closing Date or the Option Closing Date, as the case may be,
(other than the financial statements and related notes and
schedules and other financial and statistical

-16-
<PAGE> 17

data therein, as to which such counsel need express no
opinion) contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or
that, as of its date, the Prospectus or any further amendment
or supplement thereto made by the Company prior to the Closing
Date or the Option Closing Date, as the case may be, (other
than the financial statements and related notes and schedules
and other financial and statistical data therein, as to which
such counsel need express no opinion) contained an untrue
statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading or that,
as of the Closing Date or the Option Closing Date, as the case
may be, either the Registration Statement or the Prospectus or
any further amendment or supplement thereto made by the
Company prior to the Closing Date or the Option Closing Date,
as the case may be, (other than the financial statements and
related notes and schedules and other financial and
statistical data therein, as to which such counsel need
express no opinion) contains an untrue statement of a material
fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances in which
they were made, not misleading; and they do not know of any
amendment to the Registration Statement required to be filed.

In rendering the opinions described above, counsel for the
Company may rely, as to matters of fact with respect to the Company, upon the
representations of the Company contained in this Agreement and upon
certificates of executive officers of the Company and of public officials.

(c) The Representatives shall have received on the
Closing Date or the Option Closing Date, as the case may be, the opinion of
counsel for each of the Selling Shareholders, which counsel shall be reasonably
acceptable to the Representatives, dated the Closing Date or the Option Closing
Date, as the case may be, addressed to the Underwriters, to the effect that:

(i) A Power of Attorney and a Custody Agreement
have been duly executed and delivered by such Selling
Shareholder and are the valid and binding agreements of such
Selling Shareholder.

(ii) This Agreement has been duly authorized,
executed and delivered by or on behalf of such Selling
Shareholder.

(iii) The sale of the Shares to be sold by such
Selling Shareholder hereunder and the compliance by such
Selling Shareholder with all of the provisions of this
Agreement, the Power of Attorney and the Custody Agreement,
and the consummation of the transactions herein and therein
contemplated, will not conflict with or result in a breach or
violation of any terms or provisions of, or constitute a
default under, any statute, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known
to such counsel to which such Selling Shareholder is a party
or by which such Selling Shareholder is bound or to which any
of the property or assets of such Selling Shareholder is
subject, nor will such action

-17-
<PAGE> 18

result in any violation of the provisions of the
organizational documents of such Selling Shareholder if such
Selling Shareholder is a corporation or partnership, or any
order, rule or regulation known to such counsel of any court
or governmental agency or body having jurisdiction over such
Selling Shareholder or the property of such Selling
Shareholder.

(iv) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation of the transactions contemplated by this
Agreement in connection with the Shares to be sold by such
Selling Shareholder hereunder, except such consents,
approvals, authorizations or orders as have been validly
obtained and are in full force and effect, such as have been
obtained under the Act and such as may be required under the
state securities or blue sky laws in connection with the
purchase and distribution of such Shares by the Underwriters.

(v) Such Selling Shareholder has full right,
power and authority to sell, assign, transfer and deliver the
Shares to be sold by such Selling Shareholder hereunder.

(vi) Good and valid title to the Shares being sold
by such Selling Shareholder, free and clear of any claims,
liens, encumbrances, security interests or other adverse
claims, has been transferred to each of the several
Underwriters who have purchased such Shares in good faith and
without notice of any such claim, lien, encumbrance, security
interest or other adverse claim within the meaning of the
Uniform Commercial Code.

In rendering the opinions described above, counsel for each of
the Selling Shareholders may rely, as to matters of fact with respect to such
Selling Shareholder, upon the representations of such Selling Shareholder
contained in this Agreement, the Power of Attorney and the Custody Agreement
and upon certificates of such Selling Shareholder and of public officials.

(d) The Representatives shall have received from Sherman
& Howard L.L.C., counsel for the Underwriters, an opinion dated the Closing
Date or the Option Closing Date, as the case may be, with respect to the
incorporation of the Company, the validity of the Shares, the Registration
Statement, the Prospectus, and other related matters as the Representatives may
reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters.

(e) The Representatives shall have received on each of
the date hereof, the Closing Date and the Option Closing Date, as the case may
be, a signed letter, dated as of the date hereof, the Closing Date or the
Option Closing Date, as the case may be, in form and substance satisfactory to
the Representatives, from Coopers & Lybrand L.L.P., to the effect that they are
independent public accountants with respect to the Company within the meaning
of the Act and the related rules and regulations and containing statements and
information of the type ordinarily included in accountants'

-18-
<PAGE> 19

"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and the
Prospectus.

(f) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date or the Option Closing Date, as the case
may be, there shall not have been any change or any development involving a
prospective change, in or affecting the general affairs, management, financial
position, shareholders' equity or results of operations of the Company,
otherwise than as set forth or contemplated in the Prospectus, the effect of
which, in your reasonable judgment, is material and adverse to the Company and
makes it impracticable or inadvisable to proceed with the public offering or
the delivery of the Shares being delivered at the Closing Date or the Option
Closing Date, as the case may be, on the terms and in the manner contemplated
in the Prospectus.

(g) The Representatives shall have received on the
Closing Date or the Option Closing Date, as the case may be, a certificate or
certificates of the chief executive officer and the chief financial officer of
the Company to the effect that, as of the Closing Date or the Option Closing
Date, as the case may be, each of them severally represents as follows:

(i) The Prospectus was filed with the Commission
pursuant to Rule 424(b) within the applicable period
prescribed for such filing by the rules and regulations under
the Act and in accordance with Section 5 of this Agreement; no
stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceedings for such purpose
have been initiated or are, to his knowledge, threatened by
the Commission.

(ii) The representations and warranties of the
Company set forth in Section 1 of this Agreement are true and
correct in all material respects at and as of the Closing Date
or the Option Closing Date, as the case may be, and the
Company has performed all of its obligations under this
Agreement to be performed at or prior to the Closing Date or
the Option Closing Date, as the case may be.

(h) The Representatives shall have received on the
Closing Date or the Option Closing Date, as the case may be, a certificate of
the Selling Shareholders pursuant to which the Selling Shareholders certify
that their representations and warranties set forth in this Agreement are true
and correct in all material respects as of the Closing Date or the Option
Closing Date, as the case may be, and that they have performed all of their
obligations under this Agreement to be performed at or prior to the Closing
Date or the Option Closing Date, as the case may be.

(i) The Company and the Selling Shareholders shall have
furnished to the Representatives such further certificates and documents as the
Representatives may reasonably have requested.

The opinions and certificates mentioned in this Agreement
shall be deemed to be in compliance with the provisions hereof only if they are
in all material respects reasonably satisfactory to the Representatives and to
Sherman & Howard L.L.C., counsel for the Underwriters.

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<PAGE> 20

If any of the conditions hereinabove provided for in this
Section 7 shall not have been fulfilled when and as required by this Agreement
to be fulfilled, the obligations of the Underwriters hereunder may be
terminated by the Representatives by notifying the Company of such termination
in writing or by telegram at or prior to the Closing Date or the Option Closing
Date, as the case may be. In such event, the Company and the Underwriters
shall not be under any obligation to each other (except to the extent provided
in Sections 6 and 8 hereof).

8. Indemnification.

(a) The Company agrees to indemnify and hold harmless
each Underwriter, each officer and director thereof, and each person, if any,
who controls any Underwriter within the meaning of the Act, against any losses,
claims, damages or liabilities to which such Underwriter or such persons may
become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, any Preliminary
Prospectus or the Prospectus, including any amendments or supplements thereto,
(ii) 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 in light of the circumstances under which they were made, or (iii)
any act or failure to act or any alleged act or failure to act by any
Underwriter in connection with, or relating in any manner to, the Common Stock
or the offering contemplated hereby, and which is part of any losses, claims,
damages or liabilities (or actions or proceedings in respect thereof) arising
out of or based upon matters covered by clause (i) or (ii) above, and will
reimburse each Underwriter and each such controlling person for any legal or
other expenses reasonably incurred by such Underwriter or such controlling
person in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement, or omission or alleged omission, made in the Registration Statement,
any Preliminary Prospectus or the Prospectus, including any amendments or
supplements thereto, in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for use therein; and provided, further, that the
Company shall not be liable in the case of any matter covered by clause (iii)
above to the extent that it is determined in a final judgment by a court of
competent jurisdiction that such losses, claims, damages or liabilities
resulted directly from any such acts or failures to act undertaken or omitted
to be taken by any Underwriter through its gross negligence or willful
misconduct.

(b) The Selling Shareholders, jointly and severally,
agree to indemnify and hold harmless each Underwriter, each officer and
director thereof, and each person, if any, who controls any Underwriter within
the meaning of the Act, against any losses, claims, damages, or liabilities to
which such Underwriter or such persons may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any Preliminary Prospectus or the Prospectus, including
any amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state

-20-
<PAGE> 21

therein a material fact required to be stated therein, or necessary to make the
statements therein not misleading in light of the circumstances under which
they were made, and will reimburse each Underwriter and each such controlling
person for any legal or other expenses reasonably incurred by such Underwriter
or such controlling person in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Selling Shareholders shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement, or omission or alleged omission,
made in the Registration Statement, any Preliminary Prospectus or the
Prospectus, including any amendments or supplements thereto, in reliance upon
and in conformity with written information furnished to the Company by any
Underwriter through the Representatives specifically for use therein.

(c) Each Underwriter agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, each Selling Shareholder and each person, if
any, who controls the Company or any Selling Shareholder within the meaning of
the Act, against any losses, claims, damages or liabilities to which the
Company or any such director, officer, Selling Shareholder or controlling
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, any Preliminary
Prospectus, the Prospectus or any amendment or supplement thereto, or arise out
of or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made, and will reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer, Selling Shareholder or controlling
person in connection with investigating or defending any such action or claim
as such expenses are incurred; provided, however, that each Underwriter will be
liable in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission has been
made in the Registration Statement, any Preliminary Prospectus, the Prospectus
or any such amendment or supplement in reliance upon and in conformity with
written information furnished to the Company by such Underwriter through the
Representatives specifically for use therein.

(d) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity or contribution may be sought pursuant to this Section 8, such person
(the "indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing. No
indemnification provided for in Section 8(a), (b) or (c) or contribution
provided for in Section 8(e) shall be available with respect to a proceeding to
any party who shall fail to give notice of such proceeding as provided in this
Section 8(d) if the party to whom notice was not given was unaware of the
proceeding to which such notice would have related and was prejudiced by the
failure to give such notice, but the failure to give such notice shall not
relieve the indemnifying party or parties from any liability which it or they
may have to the indemnified party otherwise than on account of the provisions
of Section 8(a), (b), (c) or (d). In case any such proceeding shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party

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<PAGE> 22

similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party and shall pay as incurred the fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its own
counsel at its own expense. Notwithstanding the foregoing, the indemnifying
party shall pay promptly as incurred the reasonable fees and expenses of the
counsel retained by the indemnified party in the event (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and the indemnified party shall have reasonably concluded that there may
be a conflict between the positions of the indemnifying party and the
indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it or other indemnified parties which are
different from or additional to those available to the indemnifying party. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm at any time for all such
indemnified parties. Such firm shall be designated in writing by the
Representatives and shall be reasonably satisfactory to the Company in the case
of parties indemnified pursuant to Section 8(a) or (b) and shall be designated
in writing by the Company and shall be reasonably satisfactory to the
Representatives in the case of parties indemnified pursuant to Section 8(c).
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by
reason of such settlement or judgment.

(e) If the indemnification provided for in this Section 8
is unavailable or insufficient to hold harmless an indemnified party under
Section 8(a), (b) or (c) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Selling Shareholders on the one hand and the Underwriters on the other from
the offering of the Shares. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company and the Selling
Shareholders on the one hand and the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company and the Selling Shareholders on the one hand and the Underwriters on
the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
and the Selling Shareholders bears to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company and the
Selling Shareholders on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to

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<PAGE> 23

information and opportunity to correct or prevent such statement or omission.
The Company, the Selling Shareholders and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section 8(e) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this Section
8(e). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions or proceedings in respect
thereto) referred to above in this Section 8(e) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(e), no Underwriter shall be
required to contribute any amount in excess of the underwriting discounts and
commissions applicable to the Shares purchased by such Underwriter; and no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this Section 8(e) to contribute are several in proportion to their respective
underwriting obligations and not joint.

(f) The obligations of the Company and the Selling
Shareholders under this Section 8 shall be in addition to any liability which
the Company and the Selling Shareholders may otherwise have, and the
obligations of the Underwriters under this Section 8 shall be in addition to
any liability which the Underwriters may otherwise have.

(g) Notwithstanding any other provision of this
Agreement, the aggregate liability of any Selling Shareholder for any and all
breaches of the representation and warranty in Section 2(a) and under Sections
8(b) and (e) shall not exceed the price paid to such Selling Shareholder under
Section 3 for all Shares sold by such Selling Shareholder hereunder.

9. Default by Underwriters. If on the Closing Date or
the Option Closing Date, as the case may be, any Underwriter shall fail to
purchase and pay for the portion of the Shares which such Underwriter has
agreed to purchase and pay for on such date (otherwise than by reason of any
default on the part of the Company or a Selling Shareholder), you, as
Representatives of the Underwriters, shall use your best efforts to procure
within 36 hours thereafter one or more of the other Underwriters, or any
others, to purchase from the Company and the Selling Shareholders such amounts
as may be agreed upon, and upon the terms set forth herein, of the Firm Shares
or Option Shares, as the case may be, which the defaulting Underwriter or
Underwriters failed to purchase. If during such 36 hours you, as
Representatives, shall not have procured such other Underwriters, or any
others, to purchase the Firm Shares or Option Shares, as the case may be,
agreed to be purchased by the defaulting Underwriter or Underwriters, then (a)
if the aggregate number of Shares with respect to which such default shall
occur does not exceed 10% of the Firm Shares or Option Shares, as the case may
be, covered hereby, the other Underwriters shall be obligated, severally, in
proportion to the respective numbers of Firm Shares or Option Shares, as the
case may be, which they are obligated to purchase hereunder, to purchase the
Firm Shares or Option Shares, as the case may be, which such defaulting
Underwriter or Underwriters failed to purchase, or (b) if the aggregate number
of shares of Firm Shares or Option Shares, as the case may be, with respect to
which such default shall occur exceeds 10% of the Firm Shares or Option Shares,
as the case may be, covered hereby,

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<PAGE> 24

the Company and the Selling Shareholders or you as the Representatives of the
Underwriters will have the right, by written notice given within the next
36-hour period to the parties to this Agreement, to terminate this Agreement
without liability on the part of the non-defaulting Underwriters or of the
Company and the Selling Shareholders except for expenses to be borne by the
Company, the Selling Shareholders and the Underwriters as provided in Section 6
hereof and the indemnity and contribution agreements in Section 8 hereof. In
the event of a default by any Underwriter or Underwriters, as set forth in this
Section 9, the Closing Date or Option Closing Date, as the case may be, may be
postponed for such period, not exceeding seven days, as you, as
Representatives, may determine in order that the required changes in the
Registration Statement or in the Prospectus or in any other documents or
arrangements may be effected. The term "Underwriter" includes any person
substituted for a defaulting Underwriter. Any action taken under this Section
9 shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.

10. Notices. All communications hereunder shall be in
writing and, except as otherwise provided herein, will be mailed, delivered or
telegraphed and confirmed as follows: if to the Underwriters, to Dain Bosworth
Incorporated, Dain Bosworth Plaza, 60 South Sixth Street, Minneapolis,
Minnesota 55402-4422 Attention: Mr. Thomas D. Heule, and Furman Selz LLC, 230
Park Avenue, New York, New York 10169, Attention: Linda Bornhuetter, with a
copy to Andrew L. Blair, Jr., Esq., Sherman & Howard, 633 17th Street, Denver,
Colorado 80202; and if to the Company, to Precision Response Corporation,
CrossPointe at Golden Glades, 4th Floor, 1505 N.W. 167th Street, Miami, Florida
33167, Attention: Mark J. Gordon, with a copy to Alan D. Axelrod, Esq., Rubin
Baum Levin Constant Friedman & Bilzin, 2500 First Union Financial Center,
Miami, Florida 33131; and if to the Selling Shareholders, to Richard D. Mondre,
Esq., Precision Response Corporation, CrossPointe at Golden Glades, 4th Floor,
1505 N.W. 167th Street, Miami, Florida 33167, with a copy to Alan D. Axelrod,
Esq., Rubin Baum Levin Constant Friedman & Bilzin, 2500 First Union Financial
Center, Miami, Florida 33131.

11. Termination. This Agreement may be terminated by you
by notice to the Company as follows:

(a) at any time prior to the Closing Date if any of the
following has occurred: (i) since the respective dates as of which information
is given in the Registration Statement and the Prospectus, any material adverse
change in or affecting the condition, financial or otherwise, of the Company or
the business affairs, management, financial position, shareholders' equity or
results of operations of the Company, whether or not arising in the ordinary
course of business, (ii) any outbreak or escalation of hostilities or
declaration of war or national emergency after the date hereof or other
national or international calamity or crisis or change in economic or political
conditions if the effect of such outbreak, escalation, declaration, emergency,
calamity, crisis or change on the financial markets of the United States would,
in your reasonable judgment, make the offering or delivery of the Shares
impracticable or inadvisable, (iii) suspension of trading in securities on the
New York Stock Exchange or the American Stock Exchange or limitation on prices
(other than limitations on hours or numbers of days of trading) for securities
on either such Exchange, or a halt or

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<PAGE> 25

suspension of trading in securities generally which are quoted on Nasdaq
National Market System, or (iv) declaration of a banking moratorium by either
federal or New York State authorities; or

(b) as provided in Sections 7 and 9 of this Agreement.

This Agreement also may be terminated by you, by notice to the
Company, as to any obligation of the Underwriters to purchase the Option
Shares, upon the occurrence at any time prior to the Option Closing Date of any
of the events described in subparagraph (a) above or as provided in Sections 7
and 9 of this Agreement.

12. Written Information. For all purposes under this
Agreement (including, without limitation, Section 1, Section 2 and Section 8
hereof), the Company and the Selling Shareholders understand and agree with
each of the Underwriters that the following constitutes the only written
information furnished to the Company by or through the Representatives
specifically for use in preparation of the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto:
(i) the per share "Price to Public" and per share "Underwriting Discounts and
Commissions" set forth on the cover page of the Prospectus, (ii) the
information relating to stabilization set forth in the last paragraph on page
two of the Preliminary Prospectus and the Prospectus, and (iii) the information
set forth in the _____, _____ and _____ paragraphs under the caption
"Underwriting" in the Preliminary Prospectus and the Prospectus.

13. Successors. This Agreement has been and is made
solely for the benefit of and shall be binding upon the Underwriters, the
Company and Selling Shareholders and their respective successors, executors,
administrators, heirs and assigns, and the officers, directors and controlling
persons referred to herein, and no other person will have any right or
obligation hereunder. The term "successors" shall not include any purchaser of
the Shares merely because of such purchase.

14. Miscellaneous. The reimbursement, indemnification
and contribution agreements contained in this Agreement and the
representations, warranties and covenants in this Agreement shall remain in
full force and effect regardless of (a) any termination of this Agreement, (b)
any investigation made by or on behalf of any Underwriter or controlling person
thereof, or by or on behalf of the Company or its directors and officers or the
Selling Shareholders and (c) delivery of and payment for the Shares under this
Agreement.

Each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable
under any applicable law or rule in any jurisdiction, such provision will be
ineffective only to the extent of such invalidity, illegality or
unenforceability in such jurisdiction.

This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Minnesota.

-25-
<PAGE> 26

If the foregoing letter is in accordance with your
understanding of our agreement, please sign and return to us the enclosed
duplicates hereof, whereupon it will become a binding agreement among the
Company, the Selling Shareholders and the several Underwriters in accordance
with its terms.

Very truly yours,

PRECISION RESPONSE CORPORATION

By:
---------------------------------------------
[Name]
[Title]

SELLING SHAREHOLDERS LISTED ON
SCHEDULE B

By:
---------------------------------------------
Attorney-in-Fact

The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written.

DAIN BOSWORTH INCORPORATED
FURMAN SELZ LLC
As Representatives of the several Underwriters

Dain Bosworth Incorporated

By:
---------------------------------------------
Its:
--------------------------------------------

Furman Selz LLC

By:
---------------------------------------------
Its:
--------------------------------------------

-26-
<PAGE> 27

SCHEDULE A

SCHEDULE OF UNDERWRITERS

<TABLE>
<CAPTION>
Number of Firm Maximum Number
Underwriter Shares to be Purchased of Option Shares
----------- ---------------------- ----------------
<S> <C>

Dain Bosworth Incorporated . . . . . . . . . . . . . . .
Furman Selz LLC
[Names of Underwriters by Grouping]

Total . . . . . . . . . . . . . . .
</TABLE>

-27-
<PAGE> 28

SCHEDULE B

<TABLE>
<CAPTION>
Number of Maximum Number
Seller Firm Shares of Option Shares*
------ ----------- -----------------
<S> <C>

Precision Response Corporation . . . . . . . . . . . . .

Selling Shareholders:

Mark J. Gordon . . . . . . . . . . . . .
David L. Epstein . . . . . . . . . . . . .

Total . . . . . . . . . . . . .
</TABLE>

__________
*If the Underwriters elect to purchase some, but less than all, of the Option
Shares, the Option Shares to be purchased shall be as follows:_________________.

-28-

<PAGE> 1

EXHIBIT 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

PRECISION RESPONSE CORPORATION

The undersigned, DAVID L. EPSTEIN, being the President of Precision
Response Corporation, a Florida corporation (the "Corporation"), hereby states
as follows on behalf of the Corporation:

1. The Corporation was incorporated as Florida Fulfillment, Inc.
on May 19, 1982, the date on which the Articles of Incorporation were filed
with the Secretary of State of the State of Florida under Document Number
F82068. The name of the Corporation was changed to Precision Response
Corporation on May 15, 1991, the date on which the Articles of Amendment to the
Articles of Incorporation were filed with the Secretary of State of the State
of Florida.

2. Pursuant to the requirements of Sections 607.1006 and 607.1007
of the Florida Business Corporation Act, the undersigned hereby certifies,
attests and serves notice that the Articles of Incorporation of the Corporation
are hereby amended and restated to read in their entirety as follows:

FIRST: The name of the Corporation is Precision Response Corporation.

SECOND: The address of the principal office and the mailing office of
the Corporation is 1505 N.W. 167th Street, Miami, Florida 33169.

THIRD: The purpose for which the Corporation is organized is to carry
on and transact and to engage in any and all lawful act, activity or business
for which corporations may be organized under the Florida Business Corporation
Act, including any amendments thereto.

FOURTH: The street address of the registered office of the Corporation
is:

1505 N.W. 167th Street
Miami, Florida 33169

This instrument prepared by:
Alan D. Axelrod, Esquire
Florida Bar No. 324884
RUBIN BAUM LEVIN CONSTANT FRIEDMAN & BILZIN
2500 First Union Financial Center
P.O. Box 019109
Miami, Florida 33101-9109
Telephone: 305-350-2369
<PAGE> 2

and the name and address of the registered agent of the Corporation is:

Name Address
---- -------
Mark J. Gordon 1505 N.W. 167th Street
Miami, Florida 33169

FIFTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 125,000,000, consisting of (i)
100,000,000 common shares, par value $0.01 per share (the "Common Shares"), and
(ii) 25,000,000 preferred shares, par value $0.01 per share (the "Preferred
Shares").

SECTION A

COMMON SHARES

1. Voting Rights. Except as otherwise provided by law, each
Common Share shall entitle the holder thereof to one (1) vote in any matter
submitted to a vote of shareholders of the Corporation.

2. Dividends and Distributions. Subject to the express terms of
the Preferred Shares outstanding from time to time, the holders of Common
Shares shall be entitled to receive such dividends and distributions as may
from time to time be declared by the Board of Directors, including, upon
liquidation, dissolution or winding up of the affairs of the Corporation, the
net assets of the Corporation after payment or provision for payment of the
debts and other liabilities of the Corporation.

SECTION B

PREFERRED SHARES

Subject to the terms contained in any designation of a series of
Preferred Shares, the Board of Directors is expressly authorized, at any time
and from time to time, to issue Preferred Shares in one or more series, and for
such consideration as the Board of Directors may determine and to fix, by
resolution or resolutions, the following provisions for shares of any class or
classes of Preferred Shares of the Corporation or any series of any class of
Preferred Shares:

1. the designation of such class or series, the number of shares
to constitute such class or series which may be increased or decreased (but not
below the number of shares of that

2
<PAGE> 3

class or series then outstanding) by resolution of the Board of Directors, and
the stated value thereof if different from the par value thereof;

2. whether the shares of such class or series shall have voting
rights, in addition to any voting rights provided by law, and, if so, the terms
of such voting rights;

3. the dividends, if any, payable on such class or series,
whether any such dividends shall be cumulative and if interest thereon shall be
payable, and, if so, from what dates, the conditions and dates upon which such
dividends shall be payable, and the preference or relation such dividends shall
bear to the dividends payable on any shares of stock of any class or other
series of the same class;

4. whether the shares of such class or series shall be subject to
redemption by the Corporation, and, if so, prices and other conditions of such
redemption;

5. the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such class or series in, the voluntary or
involuntary liquidation, dissolution or winding up, or upon any distribution of
the assets, of the Corporation;

6. whether the shares of such class or series shall be subject to
the operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such class or series for retirement or
other corporate purposes and the terms and provisions relative to the operation
thereof;

7. whether the shares of such class or series shall be
convertible into, or exchangeable for, shares of stock of any class or any
other series of the same class or any other securities and, if so, the price or
prices or the rate or rates of conversion or exchange and the method, if any,
of adjusting the same, and any other terms and conditions of conversion or
exchange;

8. the limitations and restrictions, if any, to be effective
while any shares of such class or series are outstanding upon the payment of
dividends or the making of other distributions on, and upon purchase,
redemption or other acquisition by the Corporation of the Common Shares or
shares or stock of any class or any other series of the same class;

9. the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such class or series or of any other series of
the same class or of any other class;

10. the ranking (be it pari passu, junior or senior) of each class
or series vis-a-vis any other class or series of any class of Preferred Shares
as to the payment of dividends, the distribution of assets and all other
matters; and

3
<PAGE> 4

11. any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions thereof, insofar as they are not inconsistent with the provisions
of this Amended and Restated Articles of Incorporation, to the full extent
permitted in accordance with the laws of the State of Florida.

The powers, preferences and relative, participating, optional and
other special rights of each class or series of Preferred Shares, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.

SIXTH: Advance notice of shareholder nominations for the election of
Directors and of new business to be brought by shareholders before any meeting
of the shareholders of the Corporation shall be given in a manner provided by
the Bylaws of the Corporation.

SEVENTH: Special meetings of the shareholders, for any purpose or
purposes (except to the extent otherwise provided by law or these Amended and
Restated Articles of Incorporation), may only be called by the Board of
Directors of the Corporation or by the holders of not less than fifty percent
(50%) of all votes entitled to be cast on any issue to be considered at the
proposed special meeting in the manner provided in the Bylaws of the
Corporation.

EIGHTH: No action required to be taken by the shareholders may be
taken without a meeting and without a vote.

NINTH: Notwithstanding the provisions of these Amended and Restated
Articles of Incorporation and any provisions of the Bylaws of the Corporation,
no amendment to these Amended and Restated Articles of Incorporation shall
amend, modify or repeal any or all of the provisions of these Article NINTH,
Article SIXTH, Article SEVENTH or Article EIGHTH of these Amended and Restated
Articles of Incorporation, unless so adopted by the affirmative vote or consent
of the holders of not less than two-thirds (66 2/3%) of the total voting power
of all then outstanding shares entitled to vote in the election of Directors of
the Corporation, voting as a single class, provided, however, that in the event
the Board of Directors of the Corporation shall, by resolution adopted by a
majority of the Directors then in office, recommend to the shareholders the
adoption of any such amendment, the shareholders of record holding a majority
of the total voting power of all then outstanding shares entitled to vote in
the election of Directors of the Corporation, voting as a single class, may
amend, modify or repeal any or all of such provisions.

TENTH: In furtherance and not in limitation of the powers conferred
by the laws of Florida, each of the Board of Directors and shareholders is
expressly authorized and empowered to make, alter, amend and repeal the Bylaws
of the Corporation in any respect not inconsistent with the laws of the State
of Florida or with these Amended and Restated Articles of Incorporation. The
shareholders of the Corporation may amend or adopt a bylaw that fixes a greater
quorum or voting requirement for shareholders (or voting groups of
shareholders) than is required by law.

4
<PAGE> 5

ELEVENTH: The books of the Corporation may be kept at such place
within or without the State of Florida as the Bylaws of the Corporation may
provide or as may be designated from time to time by the Board of Directors of
the Corporation.

TWELFTH: A Director of the Corporation shall not be personally
liable to the Corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of
the Director's duty of loyalty to the Corporation or its shareholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 607.0834 of the Florida
Business Corporation Act, as the same exists or hereafter may be amended, (iv)
for violation of a criminal law, unless the Director had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe his
conduct was unlawful, or (v) for any transaction from which the Director
derived an improper personal benefit.

If the Florida Business Corporation Act hereafter is amended to
authorize the further elimination or limitation of the liability of Directors,
then the liability of the Corporation's Directors shall be eliminated or
limited to the full extent authorized by the Florida Business Corporation Act,
as so amended.

The Corporation shall indemnify any officer or Director, or any former
officer or Director, of the Corporation to the fullest extent permitted by law.

Any repeal or modification of this Article shall not adversely affect
any right or protection of a Director of the Corporation existing at the time
of such repeal or modification.

THIRTEENTH: The Corporation reserves the right to amend or repeal any
provision contained in these Amended and Restated Articles of Incorporation, or
any amendment thereto, and any right conferred upon the shareholders is subject
to this reservation.

Such amendment and restatement of the Articles of Incorporation has
been duly and unanimously authorized and directed by Written Consent to
Corporate Action by Shareholders and Board of Directors of the Corporation
dated as of May 1, 1996. Such amendment and restatement of the Articles of
Incorporation supersede the original Articles of Incorporation of the
Corporation and all amendments to them.

5
<PAGE> 6

IN WITNESS WHEREOF, this Amended and Restated Articles of
Incorporation has been executed by the undersigned in his capacity as
aforestated as of the 1st day of May, 1996 on behalf of the Corporation.

/s/ DAVID L. EPSTEIN
-------------------------------------
David L. Epstein, President

<PAGE> 1
EXHIBIT 3.2

BYLAWS

PRECISION RESPONSE CORPORATION

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
ARTICLE I MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Annual Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 4. Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 5. Manner of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Notice of Adjourned Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 7. Fixing of Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 8. Shareholders' List For Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 9. Shareholder Quorum and Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 10. Voting Entitlement of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 11. Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 12. Voting Trusts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 13. Notice of Shareholder Business and Nominations. . . . . . . . . . . . . . . . . . . . . . . 5
(a) Annual Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(b) Special Meetings of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(c) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 14. Shareholders' Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE II DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 1. Function. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2. Qualification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3. Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 4. Duties of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5. Presumption of Assent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6. Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7. Election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 8. Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 9. Resignation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 10. Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 11. Removal of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 12. Quorum and Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 13. Conflicts of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 14. Executive and Other Committees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 15. Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 16. Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 17. Waiver of Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 18. Action Without a Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 19. Amendment by Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE III OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 1. Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

(i)
<PAGE> 3

<TABLE>
<S> <C>
Section 2. Powers and Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3. Delegation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 4. Resignation and Removal of Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5. Contract Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE IV STOCK CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1. Form and Content of Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2. Transfer of Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3. Lost, Stolen or Destroyed Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE V BOOKS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1. Corporate Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2. Inspection of Records by Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3. Scope of Inspection Right. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4. Financial Statements for Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VI DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 1. Distributions to Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2. Share Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VII CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VIII EXECUTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE IX INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE X AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

(ii)
<PAGE> 4

BYLAWS

PRECISION RESPONSE CORPORATION

ARTICLE I
MEETINGS OF SHAREHOLDERS

Section 1. Annual Meeting.

The annual meeting of the shareholders of this corporation shall be
held at the time and place designated by the Board of Directors of the
corporation. The annual meeting of shareholders for any calendar year shall be
held no later than thirteen months after the last preceding annual meeting of
shareholders. Business transacted at the annual meeting shall include the
election of directors of the corporation and any proper business as may come
before the meeting.

Section 2. Special Meetings.

Special meetings of the shareholders shall be held when directed by
the Board of Directors, or when a signed and dated written demand is delivered
to the secretary of the corporation by the holders of not less than fifty (50%)
percent of all votes entitled to be cast on any issue to be considered at the
proposed special meeting, describing the purposes of the proposed special
meeting. At any special meeting only such business may be transacted which is
related to the purpose or purposes set forth in the notice of such special
meeting.

Section 3. Place.

Meetings of shareholders may be held within or without the State of
Florida.

Section 4. Notice.

The corporation shall notify shareholders of the date, time and place
of each annual and special shareholders' meeting no fewer than ten (10) or more
than sixty (60) days before the meeting date. Unless the Florida Business
Corporation Act, as amended (the "Act"), or the Articles of Incorporation, as
amended from time to time hereafter (the "Articles of Incorporation") require
otherwise, the corporation is required to give notice only to shareholders
entitled to vote at the meeting. Notice shall be given in the manner provided
in section 5 below, by or at the direction of the president, the secretary, or
the officer or persons calling the meeting. If the notice is mailed at least
thirty (30) days before the date of the meeting, it may be done by a class of
United States mail other than first class. Notwithstanding section 5 below, if
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation, with postage thereon prepaid.

Unless the Act or the Articles of Incorporation require otherwise,
notice of an annual meeting need not include a description of the purpose or
purposes for which the meeting is called.

<PAGE> 5

Notice of a special meeting must include a description of the purpose
or purposes for which the meeting is called.

Notwithstanding the foregoing, no notice of a shareholders' meeting
need be given to a shareholder if (a) an annual report and proxy statement for
two consecutive annual meetings of shareholders or (b) all, and at least two,
checks in payment of dividends or interest on securities during a twelve (12)
month period have been sent by first-class United States mail, addressed to the
shareholder at his address as it appears on the share transfer books of the
corporation, and returned undeliverable. The obligation of the corporation to
give notice of a shareholders' meeting to any such shareholder shall be
reinstated once the corporation has received a new address for such shareholder
for entry on its share transfer books.

Section 5. Manner of Notice.

Any notice given under these Bylaws must be written and may be
communicated in person; telegraph, teletype or other form of electronic
communication; or by mail.

Written notice by the corporation to a shareholder shall be effective
when mailed, if mailed postpaid and correctly addressed to the shareholder's
address shown in the corporation's current record of shareholders.

Written notice to a domestic or foreign corporation authorized to
transact business in this state may be addressed to its registered agent at its
registered office or to the corporation or its secretary at its principal
office shown in its most recent annual report or, in the case of corporation
that has not yet delivered an annual report, in a domestic corporation's
articles of incorporation or in a foreign corporation's application for
certificate of authority.

Except as otherwise provided herein or in the Act, written notice
shall be effective at the earliest date of the following: (a) when received;
(b) five days after its deposit in the United States mail, as evidenced by the
postmark, if mailed postpaid and correctly addressed; or (c) on the date shown
on the return receipt, if sent by registered or certified mail return receipt
requested, and the receipt is signed by or on behalf of the addressee.

Section 6. Notice of Adjourned Meetings.

If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time
or place if the new date, time or place is announced at the meeting before an
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting.
If a new record date for the adjourned meeting is or must be fixed, however,
notice of the adjourned meeting must be given as provided in section 5 above to
persons who are shareholders as of the new record date who are entitled to
notice of the meeting.

Section 7. Fixing of Record Date.

For the purpose of determining shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote, or to take any
other action, the Board of Directors may fix the record

2
<PAGE> 6

date. In no event may a record date fixed by the Board of Directors be a date
preceding the date upon which the resolution fixing the record date is adopted.
The record date for determining shareholders entitled to demand a special
meeting is the date the first shareholder delivers his demand to the
corporation.

If not otherwise provided by or pursuant to these Bylaws, the record
date for determining shareholders entitled to notice of and to vote at an
annual or special shareholders' meeting is the close of business on the day
before the first notice is delivered to shareholders. A record date for
purposes of this section may not be more than seventy (70) days before the
meeting or action requiring a determination of shareholders. A determination
of shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is adjourned to a date
more than the one hundred twenty (120) days after the date fixed for the
original meeting.

Section 8. Shareholders' List For Meeting.

After fixing a record date for a meeting, the corporation shall
prepare an alphabetical list of the names of all its shareholders who are
entitled to notice of a shareholders' meeting, arranged by voting group with
the address of, and the number and class and series, if any, of shares held by,
each. The shareholders' list must be available for inspection by any
shareholder for a period of ten (10) days prior to the meeting or such shorter
time as exists between the record date and the meeting and continuing through
the meeting at the corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the corporation's transfer agent or registrar. A shareholder or his agent or
attorney is entitled on written demand to inspect the list during regular
business hours and at his expense during the period it is available for
inspection. The corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect
the list at any time during the meeting or any adjournment.

If the requirements of this section have not been substantially
complied with or if the corporation refuses to allow a shareholder or his agent
or attorney to inspect the shareholders' list before or at the meeting, the
meeting shall be adjourned until such requirements are complied with on the
demand of any shareholder in person or by proxy who failed to get such access.
Refusal or failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.

Section 9. Shareholder Quorum and Voting.

A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. When a
specified item of business is required to be voted on by a class or series of
stock, a majority of the shares of such class or series shall constitute a
quorum for the transaction of such item of business by that class or series.

If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law or the
Articles of Incorporation.

After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number

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required for a quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof.

Section 10. Voting Entitlement of Shares.

Except as otherwise provided below, each outstanding share, regardless
of class, is entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. Only shares are entitled to vote.

The shares of the corporation are not entitled to vote if they are
owned, directly or indirectly, by a second corporation, domestic or foreign,
and the corporation owns, directly or indirectly, a majority of the shares
entitled to vote for directors of the second corporation. This paragraph does
not limit the power of the corporation to vote any shares, including its own
shares, held by it in a fiduciary capacity.

Redeemable shares are not entitled to vote on any matter, and shall
not be deemed to be outstanding, after notice of redemption is mailed to the
holders thereof and a sum sufficient to redeem such shares has been deposited
with a bank, trust company, or other financial institution upon an irrevocable
obligation to pay the holders the redemption price upon surrender of the
shares.

Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Bylaws of the
corporate shareholder or, in the absence of any applicable provision, by such
person as the Board of Directors of the corporate shareholder may designate.
In the absence of any such designation, or in case of a conflicting designation
by the corporate shareholder, the chairman of the board, the president, any
vice president, the secretary and the treasurer of the corporate shareholder,
in that order, shall be presumed to be fully authorized to vote such shares.

Shares held by an administrator, executor, guardian, personal
representative or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name or the name of his nominee.

Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings or an assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.

If a share or shares stand of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, tenants by the entirety, or otherwise, or if two or more persons
have the same fiduciary relationship respecting the same shares, unless the
secretary of the corporation is given notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, the acts with respect to voting have
the following effect: (a) if only one votes, in person or by proxy, his act
binds all; (b) if more than one votes, in person or by proxy, the act of the
majority so voting binds all; (c) if more than one votes, in person or by
proxy, but the vote is evenly split on any particular matter, each faction is
entitled to vote the share or shares in question proportionally; (d) if the
instrument or order so filed shows that any such tenancy is held in unequal
interest, a majority or a vote evenly split for purposes of this section shall
be a majority or a vote evenly split in interest; (e) the principles of this
section shall apply, insofar as possible, to execution of proxies, waivers,
consents, or objections and for the purpose of ascertaining the presence of a
quorum.

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Nothing herein contained shall prevent trustees or other fiduciaries
holding shares registered in the name of a nominee from causing such shares to
be voted by such nominee as the trustee or other fiduciary may direct. Such
nominee may vote shares as directed by a trustee or other fiduciary without the
necessity of transferring the shares to the name of the trustee or other
fiduciary.

Section 11. Proxies.

A shareholder, other person entitled to vote on behalf of a
shareholder pursuant to section 10 above, or attorney-in-fact may vote the
shareholders' shares in person or by proxy.

A shareholder may appoint a proxy to vote or otherwise act for him by
signing an appointment form, either personally or by his attorney-in-fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic or equivalent reproduction of an
appointment form, is a sufficient appointment form.

An appointment of a proxy is effective when received by the secretary
or other officer or agent authorized to tabulate votes. An appointment is
valid for up to eleven (11) months unless a longer period is expressly provided
in the appointment form.

The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.

If an appointment form expressly provides, any proxy holder may
appoint, in writing, a substitute to act in his place.

Section 12. Voting Trusts.

One or more shareholders may create a voting trust, conferring on a
trustee the right to vote or otherwise act for them, by signing an agreement
setting out the provisions of the trust as provided by law and transferring
their shares to a trustee. The trustee shall thereafter prepare a list of
names and addresses of all owners of beneficial interests in the trust,
together with the number and class of shares of each transferred to the trust,
and deliver copies of the list and agreement to the corporation's principal
office. After filing a copy of the list and agreement in the corporation's
principal office, such copies shall be open to inspection by any shareholder of
the corporation (subject to the requirements of Article V herein) or any
beneficiary of the trust under the agreement during business hours.

Section 13. Notice of Shareholder Business and Nominations.

(a) Annual Meetings of Shareholders.

(1) Nominations of persons for election to the Board of
Directors of the corporation and the proposal of business to be considered by
the shareholders may be made at an annual meeting of shareholders (a) by or at
the direction of the Board of Directors or (b) by any shareholder of the
corporation who was a shareholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw.

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(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to clause (b) of
paragraph (a)(1) of this Bylaw, the shareholder must have given timely notice
thereof in writing to the Secretary of the corporation and such other business
must otherwise be a proper matter for shareholder action. To be timely, a
shareholder's notice shall be delivered to the Secretary at the principal
executive offices of the corporation not later than the close of business on
the sixtieth (60th) day, nor earlier than the close of business on the
ninetieth (90th) day, prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the
annual meeting is more than thirty (30) days before or more than sixty (60)
days after such anniversary date, notice by the shareholder to be timely must
be so delivered not earlier than the close of business on the ninetieth (90th)
day prior to such annual meeting and not later than the close of business on
the later of the sixtieth (60th) day prior to such annual meeting or the tenth
(10th) day following the day on which public announcement of the date of such
meeting is first made by the corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period
for the giving of a shareholder's notice as described above. Such
shareholder's notice shall set forth (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
act of 1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (b) as to any other
business that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such shareholder, as they appear on the
corporation's books, and of such beneficial owner and (ii) the class and number
of shares of the corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of
paragraph (a)(2) of this Bylaw to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the corporation is
increased and there is no public announcement by the corporation naming all of
the nominees for director or specifying the size of the increased Board of
Directors at least seventy (70) days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this Bylaw
shall also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the corporation not later than the close
of business on the tenth (10th) day following the date on which such public
announcement is first made by the corporation.

(b) Special Meetings of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders at which directors are to be elected pursuant
to the corporation's notice of meeting (a) by or at the direction of the Board
of Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
corporation who is a shareholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Bylaw. In the event
the corporation calls a special meeting of shareholders for the purposes of
electing one or more directors

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to the Board of Directors, any such shareholder may nominate a person or
persons (as the case may be), for election of such position(s) as specified in
the corporation's notice of meeting, if the shareholder's notice required by
paragraph (a)(2) of this Bylaw shall be delivered to the Secretary at the
principal executive offices of the corporation not earlier than the close of
business on the ninetieth (90th) day prior to such special meeting and not
later than the close of business on the later of the sixtieth (60th) day prior
to such special meeting or the tenth (10th) day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In
no event shall the public announcement of an adjournment of a special meeting
commence a new time period for the giving of a shareholder's notice as
described above.

(1) Only such persons who are nominated in accordance with
the procedures set forth in this Bylaw shall be eligible to serve as directors
and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the procedures set
forth in this Bylaw. Except as otherwise provided by law, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made or proposed, as the
case may be, in accordance with the procedures set forth in this Bylaw and, if
any proposed nomination or business is not in compliance with this Bylaw, to
declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of this Bylaw, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this
Bylaw, a shareholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to
affect any rights (i) of shareholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of preferred stock to elect directors under
specified circumstances.

Section 14. Shareholders' Agreements.

Two or more shareholders of this corporation may provide for
the manner in which they vote their shares by signing an agreement for that
purpose as provided by law.

ARTICLE II
DIRECTORS

Section 1. Function.

All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation managed under the direction of,
its Board of Directors.

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Section 2. Qualification.

Directors must be natural persons who are eighteen (18) years of age
or older but need not be residents of the State of Florida or shareholders of
this corporation.

Section 3. Compensation.

The Board of Directors may fix the compensation of directors.

Section 4. Duties of Directors.

A director shall discharge his duties as a director, including his
duties as a member of a committee: in good faith; with the care an ordinarily
prudent person in a like position would exercise under similar circumstances;
and in a manner he reasonably believes to be in the best interests of the
corporation.

In discharging his duties, a director is entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in
the matters presented;

(b) Legal counsel, public accountants or other persons as to
matters the director reasonably believes are within the
persons' professional or expert competence; or

(c) A committee of the Board of Directors of which he is not a
member, if the director reasonably believes the committee
merits confidence.

In discharging his duties, a director may consider such factors as the
director deems relevant, including the long-term prospects and interests of the
corporation and its shareholders, and the social, economic, legal, or other
effects of any action on the employees, suppliers, customers of the corporation
or its subsidiaries, the communities and society in which the corporation or
its subsidiaries operate, and the economy of the state and the nation.

A director is not acting in good faith if he has knowledge concerning
the matter in question that makes reliance otherwise permitted by this section
unwarranted. A director shall not be liable for any action taken as a
director, or any failure to take any action, if he performed the duties of his
office in compliance with this section.

Section 5. Presumption of Assent.

A director of the corporation who is present at a meeting of its Board
of Directors or a committee of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless: (a) he objects at
the beginning of the meeting (or promptly upon his arrival) to holding it or
transacting specified business at the meeting; or (b) he votes against or
abstains from the action taken.

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Section 6. Number.

The number of directors of this corporation shall be not less than
four (4) nor more than seven (7). The number of directors of this corporation
shall initially be set at four (4). The number of directors may be increased
or decreased from time to time as determined by a majority of the entire Board
of Directors of this corporation or by amendment to these Bylaws.

Section 7. Election.

Directors are elected at the first annual shareholders' meeting and at
each annual meeting thereafter.

Section 8. Term.

The terms of the initial directors of the corporation expire at the
first shareholders' meeting at which directors are elected. The terms of all
other directors expire at the next annual shareholders' meeting following their
election. A decrease in the number of directors does not shorten an incumbent
director's term. The term of a director elected to fill a vacancy expires at
the next shareholders' meeting at which directors are elected. Despite the
expiration of a director's term, he or she continues to serve until his or her
successor is elected and qualifies or until there is a decrease in the number
of directors.

Section 9. Resignation.

A director may resign at any time by delivering written notice to the
Board of Directors or its chairman or to the corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date, the Board
of Directors may fill the pending vacancy before the effective date if the
Board of Directors provides that the successor does not take office until the
effective date.

Section 10. Vacancies.

Whenever a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors, it may be filled
by the affirmative vote of a majority of the remaining directors, though less
than a quorum of the Board of Directors or by the shareholders.

A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date or otherwise) may be filled before the
vacancy occurs but the new director may not take office until the vacancy
occurs.

Section 11. Removal of Directors.

The shareholders may remove one or more directors with or without
cause at a meeting of shareholders, provided the notice of the meeting states
that the purpose, or one of the purposes, of the meeting is removal of the
director.

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Section 12. Quorum and Voting.

A quorum of the Board of Directors consists of a majority of the
number of directors. If a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present is the act of the Board of
Directors.

Section 13. Conflicts of Interest.

No contract or other transaction between this corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of the directors are directors or officers or are financially
interested shall be either void or voidable because of such relationship or
interest or because such director or directors are present at the meeting of
the Board of Directors or a committee thereof which authorizes, approves or
ratifies such contract or transaction or because his or their votes are counted
for such purpose, if:

(a) the fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes,
approves or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes
or consents of such interested directors; or

(b) the fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or
written consent; or

(c) the contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the Board,
committee or the shareholders.

Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

For purposes of subparagraph (b) above, a conflict of interest
transaction is authorized, approved or ratified if it receives the vote of a
majority of the shares entitled to be counted under this section. Shares owned
by or voted under the control of a director who has a relationship or interest
in the transaction described in this section may not be counted in a vote of
shareholders to determine whether to authorize, approve or ratify a conflict of
interest transaction under subparagraph (b) above. The vote of those shares,
however, is counted in determining whether the transaction is approved under
other sections of the Act. A majority of the shares, whether or not present,
that are entitled to be counted in a vote on the transaction under this section
constitutes a quorum for the purpose of taking action under this section.

Section 14. Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an executive
committee and one or more other committees, consisting of a minimum of two (2)
directors who serve at the pleasure of the Board of Directors, each of which,

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to the extent provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, except that no committee shall have the
authority to:

(a) Approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders;

(b) Fill vacancies on the Board of Directors or any committee
thereof;

(d) Authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board
of Directors; or

(e) Authorize or approve the issuance or sale or contract for the
sale of shares, or determine the designation and relative
rights, preferences and limitations of a voting group, except
that the Board of Directors may authorize a committee (or a
senior executive officer of the corporation) to do so within
limits specifically prescribed by the Board of Directors.

The provisions of section 12 above and sections 15, 16 and 17 below,
which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors, shall apply to committees and their
members as well.

Section 15. Meetings.

The Board of Directors may hold regular or special meetings in or out
of the State of Florida. A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board of Directors to another
time and place. Notice of any such adjourned meeting shall be given to the
directors who were not present at the time of the adjournment and, unless the
time and place of the adjourned meeting are announced at the time of the
adjournment, to the other directors. Meetings of the Board of Directors may be
called by the chairman of the Board or by the president of the corporation.
The Board of Directors may permit any or all directors to participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.

Section 16. Notice of Meetings.

Regular meetings of the Board of Directors may be held without notice
of the date, time, place or purpose of the meeting. Special meetings of the
Board of Directors must be preceded by at least two (2) days' notice of the
date, time and place of the meeting. The notice need not describe the purpose
of the special meeting unless required by the articles of incorporation or
these Bylaws.

Section 17. Waiver of Notice.

Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the
meeting,

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the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business because
the meeting is not lawfully called or convened.

Section 18. Action Without a Meeting.

Any action required or permitted to be taken at a Board of Directors'
meeting or committee meeting may be taken without a meeting if the action is
taken by all members of the Board of Directors or the committee. The actions
must be evidenced by one or more written consents describing the action taken
and signed by each director or committee member.

Action taken under this section is effective when the last director
signs the consent, unless the consent specifies a different effective date. A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.

Section 19. Amendment by Board of Directors.

The corporation's Board of Directors may adopt one or more amendments
to the corporation's Articles of Incorporation without shareholder action:

(1) To delete the names and addresses of the initial directors;

(2) To delete the name and address of the initial registered agent
or registered office, if a statement of change is on file with
the Department of State;

(3) To delete any other information contained in the Articles of
Incorporation that is solely of historical interest;

(4) To change each issued and unissued authorized share of an
outstanding class into a greater number of whole shares if the
corporation has only shares of that class outstanding;

(5) To delete the authorization for a class or series of shares
authorized as provided by law, if no shares of such class or
series have been issued;

(6) To change the corporate name by substituting the word
"corporation," "Incorporated," or "company," or the
abbreviation "corp.," "Inc.," or "Co.," for a similar word or
abbreviation in the name, or by adding, deleting, or changing
a geographical attribution for the name; or

(7) To make any other change expressly permitted by the Act to be
made without shareholder action.

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ARTICLE III
OFFICERS

Section 1. Officers.

The Board of Directors may elect from its own number a chairman of the
Board and may elect a president, chief executive officer, chief operating
officer, chief financial officer, such vice presidents and a treasurer as in
the opinion of the Board of Directors the business of the corporation requires.
The Board of Directors shall elect a secretary and shall delegate to the
secretary responsibility for preparing minutes of the directors' and
shareholders' meetings and for authenticating records of the corporation. The
Board of Directors or the president may appoint one or more other officers or
assistant officers. The same individual may simultaneously hold more than one
office in the corporation.

Section 2. Powers and Duties.

The officers of the corporation shall have the following duties:

(a) The chairman of the Board, if elected, or failing his or her
election, the president, shall preside at all meetings of the
shareholders and Board of Directors and shall have such other
powers and perform such other duties as may be prescribed from
time to time by the Board of Directors.

(b) The president shall have general charge and supervision of its
business, affairs, administration and operations subject to
the direction of the Board of Directors, and shall, in the
absence or failing the election of a chairman of the Board,
preside at all meetings of the shareholders and the Board of
Directors. The president shall have such other powers and
perform such other duties as may from time to time be assigned
to him by the Board of Directors.

(c) Each of the chief executive officer, chief operating officer
and vice presidents, if elected, shall have such powers and
shall perform such duties as may from time to time be assigned
to him or her by the Board of Directors.

(d) The secretary shall be the custodian of, and shall maintain,
all of the corporate records except the financial records,
shall authenticate all corporate records, shall prepare and
record the minutes of all meetings of the shareholders and
Board of Directors, send out all notices of meetings, and
shall have such other powers and shall perform such other
duties as may be prescribed by the Board of Directors or the
president.

(e) The chief financial officer or treasurer shall be the
custodian of all corporate funds, securities and financial
records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual
meetings of shareholders and whenever else required by the
Board of Directors or the president, and shall have such other
powers and perform such other duties as may be prescribed by
the Board of Directors or the president.

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Section 3. Delegation.

In the event of the absence of any officer of this corporation or for
any other reason that the Board of Directors may deem sufficient, the Board of
Directors may at any time and from time to time delegate all or any part of the
powers or duties of any officer to any other officer or officers or to any
director or directors.

Section 4. Resignation and Removal of Officers.

An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made
effective at a later date and the corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date.

The Board of Directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by the
president, may likewise be removed by the president.

Section 5. Contract Rights.

The appointment of an officer does not itself create contract rights.
An officer's removal does not affect the officer's contract rights, if any,
with the corporation. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.

ARTICLE IV
STOCK CERTIFICATES

Section 1. Form and Content of Certificates.

Shares shall be represented by certificates. At a minimum each share
certificate must state on its face: the name of the corporation and that the
corporation is organized under the laws of the State of Florida; the name of
the person to whom issued; and the number and class of shares and the
designation of the series, if any, the certificate represents.

If the corporation is authorized to issue different classes of shares
or different series within a class, the designations, relative rights,
preferences, and limitations applicable to each class and the variations in
rights, preferences, and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future series)
must be summarized on the front or back of each certificate. Alternatively,
each certificate may state conspicuously on its front or back that the
corporation will furnish the shareholder a full statement of this information
on request and without charge.

Each share certificate must be signed (either manually or in
facsimile) by the president or a vice president and the secretary or an
assistant secretary of the corporation and shall bear the corporate seal or its
facsimile.

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<PAGE> 18

If the person who signed (either manually or in facsimile) a share
certificate no longer holds office when the certificate is issued, the
certificate is nevertheless valid.

Section 2. Transfer of Stock.

Subject to any restrictions on the transfer or registration of
transfer of the shares represented by a stock certificate which have been
imposed or adopted as authorized by the Act, the corporation shall register a
stock certificate presented to it for transfer if the certificate is properly
endorsed by the holder of record or by his duly authorized attorney and is
accompanied with any additional documents, instruments, certificates, signature
guaranties or other items required from time to time by the Board of Directors
in its sole discretion.

Section 3. Lost, Stolen or Destroyed Certificates.

The corporation shall issue a new stock certificate in the place of
any certificate previously issued if the holder of record of the certificate
(a) makes proof in affidavit form that it has been lost, destroyed or
wrongfully taken; (b) requests the issue of a new certificate before the
corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of any adverse claim; (c) gives bond
or other security or indemnity in such form as the corporation may direct to
indemnify the corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction, or theft of a
certificate; and (d) satisfies any other reasonable requirements imposed by the
corporation.

ARTICLE V
BOOKS AND RECORDS

Section 1. Corporate Records.

The corporation shall keep as permanent records minutes of all
meetings of its shareholders and its Board of Directors, a record of all
actions taken by the shareholders or Board of Directors without a meeting, and
a record of all actions taken by a committee of the Board of Directors in place
of the Board of Directors on behalf of the corporation. The corporation shall
maintain accurate accounting records.

The corporation or its agent shall maintain a record of its
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and series of shares held by each. The corporation shall maintain
its records in written form or in another form capable of conversion into
written form within a reasonable time. The corporation shall keep a copy of
the following records:

(a) Its Articles or Restated Articles of Incorporation and all
amendments to them currently in effect;

(b) Its Bylaws or Restated Bylaws and all amendments to them
currently in effect;

15
<PAGE> 19

(c) Resolutions adopted by its Board of Directors creating one or
more classes or series of shares and fixing their relative
rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding;

(d) The minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past
three (3) years.

(e) Written communications to all shareholders generally or all
shareholders of a class or series within the past three (3)
years, including the financial statements required to be
furnished for the past three (3) years under section 4 of this
Article V;

(f) A list of the names and business street addresses of its
current directors and officer; and

(g) Its most recent annual report delivered to the Department of
State.

Section 2. Inspection of Records by Shareholders.

A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, any of the
records of the corporation described in subparagraphs (a) through (g) in
section 1 above if he gives the corporation written notice of his demand at
least five (5) business days before the date on which he wishes to inspect and
copy.

A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of this section and gives the corporation written notice
of his demand at least five (5) business days before the date on which he
wishes to inspect and copy:

(a) Excerpts from minutes of any meeting of the Board of
Directors, records of any action of a committee of the Board
of Directors while acting in place of the Board of Directors
on behalf of the corporation, minutes of any meeting of the
shareholders, and records of action taken by the shareholders
or Board of Directors without a meeting, to the extent not
otherwise subject to inspection under these Bylaws;

(b) Accounting records of the corporation;

(d) Any other books and records.

A shareholder may inspect and copy the records described in subparagraphs (a)
through (d) in the preceding paragraph only if:

(a) His demand is made in good faith and for a proper purpose;

(b) He describes with reasonable particularity his purpose and the
records he desires to inspect; and

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<PAGE> 20

This section does not affect the right of a shareholder to inspect and
copy records under Article I, section 8 of these Bylaws, or, if the shareholder
is in litigation with the corporation, to the same extent as any other
litigant; or the power of a court, independently of the Act, to compel the
production of corporate records for examination.

For purposes of this section, the term "shareholder" includes a
beneficial owner whose shares are held in a voting trust or by a nominee on his
behalf; and a "proper purpose" means a purpose reasonably related to such
person's interest as a shareholder.

Section 3. Scope of Inspection Right.

A shareholder's agent or attorney has the same inspection and copying
rights as the shareholder he represents. The right to copy and/or to have
converted unwritten records into written form and/or to otherwise inspect the
corporate records, including expenses and charges therefore, shall be the same
as provided or permitted by law.

Section 4. Financial Statements for Shareholders.

Unless modified by resolution of the shareholders within one hundred
twenty (120) days of the close of each fiscal year, the corporation shall
furnish its shareholders annual financial statements which may be consolidated
or combined statements of the corporation and one or more of its subsidiaries,
as appropriate, that include a balance sheet as of the end of the fiscal year,
an income statement for that year, and a statement of cash flows for that year.
If financial statements are prepared for the corporation on the basis of
generally accepted accounting principles, the annual financial statements must
also be prepared on that basis.

If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
corporation's accounting records:

(a) Stating his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation;
and

(b) Describing any respects in which the statements were not
prepared on a basis of accounting consistent with the
statements prepared for the preceding year.

A corporation shall mail the annual financial statements to each
shareholder within one hundred twenty (120) days after the close of each fiscal
year or within such additional time thereafter as is reasonably necessary to
enable the corporation to prepare its financial statements if, for reasons
beyond the corporation's control, it is unable to prepare its financial
statements within the prescribed period. Thereafter, on written request from a
shareholder who was not mailed the statements, the corporation shall mail him
the latest annual financial statements.

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<PAGE> 21

ARTICLE VI
DIVIDENDS

Section 1. Distributions to Shareholders.

The Board of Directors may authorize and the corporation may make
distributions to its shareholders subject to restriction by its Articles of
Incorporation and/or the Act.

If the Board of Directors does not fix the record date for determining
shareholders entitled to a distribution (other than one involving a purchase,
redemption or other acquisition of the corporation's shares), it is the date
the Board of Directors authorizes the distribution. No distribution may be
made if, after giving it effect: the corporation would not be able to pay its
debts as they become due in the usual course of business; or the corporation's
total assets would be less than the sum of its total liabilities plus the
amount that would be needed, if the corporation were to be dissolved at the
time of the distribution, to satisfy the preferential rights upon dissolution
of shareholders whose preferential rights are superior to those receiving the
distribution. The Board of Directors may base a determination that a
distribution is not prohibited either on financial statements prepared on the
basis of accounting practices and principles that are reasonable in the
circumstances or on a fair valuation or other method that is reasonable in the
circumstances. In the case of any distribution based upon such a valuation,
each such distribution shall be identified as a distribution based upon a
current valuation of assets, and the amount per share paid on the basis of such
valuation shall be disclosed to the shareholders concurrent with their receipt
of the distribution.

Except as otherwise provided herein, the effect of a distribution
under this section is measured:

(a) In the case of distribution by purchase, redemption or other
acquisition of the corporation's shares, as of the earlier of:

(1) The date money or other property is transferred or
debt incurred by the corporation; or

(2) The date the shareholder ceases to be a shareholder
with respect to the acquired shares;

(b) In the case of any other distribution of indebtedness, as of
the date the indebtedness is distributed;

(1) The date the distribution is authorized if the
payment occurs within one hundred twenty (120) days
after the date of authorization; or

(2) The date the payment is made if it occurs more than
one hundred twenty (120) days after the date of
authorization.

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<PAGE> 22

The corporation's indebtedness to a shareholder incurred by reason of
a distribution made in accordance with this section is at parity with the
corporation's indebtedness to its general unsecured creditors, except to the
extent subordinated by agreement.

Indebtedness of the corporation, including indebtedness issued as a
distribution, is not considered a liability for purposes of determinations
under this section if its terms provide that payment of principal and interest
are made only if and to the extent that payment of a distribution to
shareholders could then be made under this section. If the indebtedness is
issued as a distribution, each payment of principal or interest is treated as a
distribution, the effect of which is measured on the date the payment is
actually made.

Section 2. Share Dividends.

Shares may be issued pro rata and without consideration to the
corporation's shareholders or to the shareholders of one or more classes or
series. An issuance of shares under this subsection is a share dividend.
Shares of one class or series may not be issued as a share dividend in
respect of shares of another class or series unless a majority of the votes
entitled to be cast by the class or series to be issued approves the issue, or
there are no outstanding shares of the class or series to be issued. If the
Board of Directors does not fix the record date for determining shareholders
entitled to a share dividend, it is the date the Board of Directors authorizes
the share dividend.

ARTICLE VII
CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the year of incorporation, the word "Florida" and the word "seal"; it may be a
facsimile, engraved, printed or an impression seal.

ARTICLE VIII
EXECUTION OF DOCUMENTS

All contracts, instruments, agreements, bills payable, notes, checks,
drafts, warrants or other obligations of this corporation shall be made in the
name of the corporation and shall be signed by such officer or officers as the
Board of Directors may from time to time designate.

ARTICLE IX
INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a
party to any proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any

19
<PAGE> 23

appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interests of the corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

(b) The corporation shall indemnify any person, who was or is a
party to any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expense of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including any appeal thereof, if such person
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made under this subsection in respect of any claim,
issue, or matter as to which such person shall have been adjudged to be liable
unless, and only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

(c) To the extent that a director, officer, employee, or agent of
a corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (a) or subsection (b), or in defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.

(d) Any indemnification under subsection (a) or subsection (b),
unless pursuant to a determination by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in subsection (a) or subsection (b). Such determination shall be made:

(1) By the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such proceeding;

(2) If such a quorum is not obtainable or, even if
obtainable, by majority vote of a committee duly designated by the Board of
Directors (in which directors who are parties may participate) consisting
solely of two or more directors not at the time parties to the proceeding;

(3) By independent legal counsel:

1. Selected by the Board of Directors prescribed
in paragraph (1) or the committee prescribed
in paragraph (2); or

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<PAGE> 24

2. If a quorum of the directors cannot be
obtained for paragraph (1) and the committee
cannot be designated under paragraph (2),
selected by majority vote of the full Board
of Directors (in which directors who are
parties may participate); or

(4) By the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such proceeding or, if no
such quorum is obtainable, by a majority vote of shareholders who were not
parties to such proceeding.

(e) Evaluation of the reasonableness of expenses and authorization
of indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of
permissibility is made by independent legal counsel, persons specified by
paragraph (d)(3) shall evaluate the reasonableness of expenses and may
authorize indemnification.

(f) Expenses incurred by an officer or director in defending a
civil or criminal proceeding shall be paid by the corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the corporation pursuant to this
section. Expenses incurred by other employees and agents shall be paid in
advance upon such terms or conditions that the board of directors deems
appropriate.

(g) The indemnification and advancement of expenses provided
pursuant to these Bylaws are not exclusive, and the corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees, or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made
to or on behalf of any director, officer, employee, or agent if a judgment or
other final adjudication establishes that his actions, or omissions to act,
were material to the cause of action so adjudicated and constitute:

(1) A violation of the criminal law, unless the director,
officer, employee, or agent had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;

(2) A transaction from which the director, officer,
employee, or agent derived an improper personal benefit;

(3) In the case of a director, a circumstance under which
the liability provisions of Section 607.0834 of the Florida Business
Corporation Act are applicable; or

(4) Willful misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

(h) Indemnification and advancement of expenses as provided in
these Bylaws shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director,

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<PAGE> 25

officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person, unless otherwise provided when
authorized or ratified.

(i) For purposes of this Bylaw, the term "corporation" includes,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger, so that any person who is or was a director, officer, employee, or
agent of a constituent corporation, or is or was serving at the request of a
constituent corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, IS in the
same position under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued.

(j) For purposes of this section:

(1) The term "other enterprises" includes employee
benefit plans;

(2) The term "expenses" includes counsel fees, including
those for appeal;

(3) The term "liability" includes obligations to pay a
judgment, settlement, penalty, fine (including an
excise tax assessed with respect to any employee
benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding;

(4) The term "proceeding" includes any threatened,
pending, or completed action, suit, or other type of
proceeding, whether civil, criminal, administrative,
or investigative and whether formal or informal;

(5) The term "agent" includes a volunteer;

(6) The term "serving at the request of the corporation"
includes any service as a director, officer,
employee, or agent of the corporation that imposes
duties on such persons, including duties relating to
an employee benefit plan and its participants or
beneficiaries; and

(7) The term "not opposed to the best interest of the
corporation" describes the actions of a person who
acts in good faith and in a manner he reasonably
believes to be in the best interests of the
participants and beneficiaries of an employee benefit
plan.

(k) The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.

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<PAGE> 26

ARTICLE X
AMENDMENT

These Bylaws may be altered, amended or repealed by either the Board
of Directors or the shareholders, but the Board of Directors may not alter,
amend or repeal the Bylaws generally or a particular Bylaw provision adopted by
the shareholders if the shareholders expressly provide that the Bylaws
generally or a particular Bylaw provision is not subject to amendment,
alteration or repeal by the Board of Directors.

<PAGE> 1

EXHIBIT 10.3

ADOPTION AGREEMENT #001
NONSTANDARDIZED PROFIT SHARING PLAN

The undersigned, Precision Response Corporation, Miami, FL ("Employer"),
by executing this Adoption Agreement, elects to become a participating Employer
in the Abar Employee Benefit Plan Service Defined Contribution Prototype Plan
(basic plan document #01) by adopting the accompanying Plan and Trust in full
as if the Employer were a signatory to that Agreement. The Employer makes the
following elections granted under the provisions of the Prototype Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))

[X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.

[ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
[Note: The Employer may not elect Option (b) if a Custodian executes
the Adoption Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is
Precision Response Corporation Profit Sharing Plan.

1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b) through (g))

[ ] (a) No exclusions.

[X] (b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan,
the Employer must be able to provide evidence that retirement benefits
were the subject of good faith bargaining.]

[X] (c) Nonresident aliens who do not receive any earned income (as
defined in Code Section 911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code Section 861(a)(3)).

[ ] (d) Commission Salesmen.

[ ] (e) Any Employee compensated on a salaried basis.

[ ] (f) Any Employee compensated on an hourly basis.

[ ] (g) (Specify) _______________________________________________________
_____________.

LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section
1.31 of the Plan, is: (Choose (h) or (i))

[X] (h) Not eligible to participate in the Plan.

[ ] (i) Eligible to participate in the Plan, unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07.

<PAGE> 2

RELATED EMPLOYERS. If any member of the Employer's related group (as
defined in Section 1.30 of the Plan) executes a Participation Agreement to
this Adoption Agreement, such member's Employees are eligible to participate in
this Plan, unless excluded by reason of an exclusion classification elected
under this Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

[X] (j) No other related group member's Employees are eligible to
participate in the Plan.

[ ] (k) The following nonparticipating related group member's Employees are
eligible to participate in the Plan unless excluded by reason of an
exclusion classification elected under this Adoption Agreement Section
1.07: ___________________________________________________________________

1.12 COMPENSATION.

TREATMENT OF ELECTIVE CONTRIBUTIONS. (Choose (a) or (b))

[X] (a) "Compensation" includes elective contributions made by the Employer
on the Employee's behalf.

[ ] (b) "Compensation" does not include elective contributions.

MODIFICATIONS TO COMPENSATION DEFINITION. (Choose (c) or at least one of (d)
through (j))

[X] (c) No modifications other than as elected under Options (a) or (b).

[ ] (d) The Plan excludes Compensation in excess of $_________.

[ ] (e) In lieu of the definition in Section 1.12 of the Plan, Compensation
means any earnings reportable as W-2 wages for Federal income tax
withholding purposes, subject to any other election under this Adoption
Agreement Section 1.12.

[ ] (f) The Plan excludes bonuses.

[ ] (g) The Plan excludes overtime.

[ ] (h) The Plan excludes Commissions.

[ ] (i) The Plan excludes Compensation from a related employer (as defined in
Section 1.30 of the Plan) that has not executed a Participation Agreement
in this Plan unless, pursuant to Adoption Agreement Section 1.07, the
Employees of that related employer are eligible to participate in this
Plan.

[ ] (j) (Specify) __________________________________________________________
_________________________________________________________________________
_________________________________________________________________________.

If, for any Plan Year, the Plan uses permitted disparity in the contribution
or allocation formula elected under Article III, any election of Options (f),
(g), (h) or (j) is ineffective for such Plan Year with respect to any
Nonhighly Compensated Employee.

<PAGE> 3

1.17 PLAN YEAR/LIMITATION YEAR

PLAN YEAR. Plan Year means: (Choose (a) or (b))

[ ] (a) The 12 consecutive month period ending every .
-----
[X] (b) (Specify) The 12 consecutive month period ending April 30 through
April 30, 1990. The 8 month period ending December 31, 1990 and the 12
consecutive month period ending every December 31 thereafter.

LIMITATION YEAR. The Limitation Year is: (Choose (c) or (d))

[X] (c) The Plan Year.

[ ] (d) The 12 consecutive month period ending every .
----------
1.18 EFFECTIVE DATE

NEW PLAN. The "Effective Date" of the Plan is .
------------

RESTATED PLAN. The restated Effective Date is May 1 1987.
This Plan is a substitution and amendment of an existing retirement plan(s)
originally established May 1, 1986. [Note: See the Effective Date Addendum.]

1.27 HOUR OF SERVICE. The crediting method for Hours of Service is:
(Choose (a) or (b))

[X] (a) The actual method

[ ] (b) The _ equivalency method, except:

[ ] (1) No exceptions.

[ ] (2) The actual method applies for purposes of (Choose at least
one)

[ ] (i) Participation under Article II.

[ ] (ii) Vesting under Article V.

[ ] (iii) Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): N/A.
Service with the designated predecessor employer(s) applies: (Choose at least
one of (a) or (b); (c) is available only in addition to (a) or (b))

[ ] (a) For purposes of participation under Article II

[ ] (b) For purposes of vesting under Article V.

[ ] (c) Except the following Service: .
--------------------------------------

<PAGE> 4

[Note If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the
Plan and also participates in a plan maintained by the leasing organization:
(Choose (a) or (b))

[ ] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking
into account the Leased Employee's allocation, if any, under the leasing
organization's plan.

[ ] (b) The Advisory Committee will reduce a Leased Employee's allocation of
Employer contributions under this Plan by the Leased Employee's
allocation under the leasing organization's plan, but only to the extent
that allocation is attributable to the Leased Employee's service provided
to the Employer. The leasing organization's plan:

[ ] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan, irrespective
of whether the safe harbor exception applies.

[ ] (2) Must satisfy the features and, if a defined benefit plan, the
method of reduction described in an addendum to this Adoption
Agreement, numbered 1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both)

[X] (a) Attainment of age 21 (specify age, not exceeding 21).

[X] (b) Service requirement. (Choose one of (1) through (4))

[ ] (1) One Year of Service.

[X] (2) Two Years of Service, without an intervening Break in Service.
See Section 2.03(A) of the Plan.

[ ] (3) - months (not exceeding 24) following the Employee's Employment
Commencement Date.

[ ] (4) One Hour of Service.

PLAN ENTRY, DATE. "Plan Entry Date" means the Effective Date and: (Choose
(c), (d) or (e))

[ ] (c) Semi annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.

[X] (d) The first day of the Plan Year.

[ ] (e) (Specify entry dates) .
-----------------------------------------

<PAGE> 5

TIME OF PARTICIPATION. An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date): (Choose (f), (g) or (h))

[ ] (f) immediately following

[ ] (g) immediately preceding

[X] (h) nearest

the date the Employee completes the eligibility conditions described in Options
(a) and (b) of this Adoption Agreement Section 2.01. [Note: The Employer must
coordinate the selection of (f), (g) or (h) with the "Plan Entry Date"
selection in (c), (d) or (e). Unless otherwise excluded under Section 1.07, the
Employee must become a Participant by the earlier of: (1) the first day of the
Plan Year beginning after the date the Employee completes the age and service
requirements of Code Section 410(a); or (2) 6 months after the date the
Employee completes those requirements.]

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to:
(Choose (i) or (j))

[X] (i) All Employees of the Employer, except: (Choose (1) or (2))

[X] (1) No exceptions.

[ ] (2) Employees who are Participants in the Plan as of the Effective
Date.

[ ] (j) Solely to an Employee employed by the Employer after ____. If the
Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (Choose (1), (2) or (3))

[ ] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age___(not to exceed 21).

[ ] (2) Under the eligibility conditions in effect under the Plan prior
to the restated Effective Date. [For restated plans only]

[ ] (3) (Specify) .
----------------------------------------------------

2.02 YEAR OF SERVICE - PARTICIPATION.

HOURS OF SERVICE. An Employee must complete: (Choose (a) or (b))

[X] (a) 1,000 Hours of Service

[ ] (b) ___ Hours of Service

during an eligibility computation period to receive credit for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]

ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

[X] (c) The 12 consecutive month period beginning with each anniversary of an
Employee's Employment Commencement Date.

<PAGE> 6

[ ] (d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (Choose (a) or (b))

[ ] (a) Does not apply to the Employer's Plan.

[X] (b) Applies to the Employer's Plan.

2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

[X] (a) Does not permit an eligible Employee or a Participant to elect not
to participate.

(b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following rules:
(Complete (1), (2), (3) and (4))

(1) An election is effective for a Plan Year if filed no later than
_________________

(2) An election not to participate must be effective for at least ___
Plan Year(s).

(3) Following a re-election to participate, the Employee or Participant:

[ ] (i) May not again elect not to participate for any subsequent Plan
Year.

[ ] (ii) May again elect not to participate, but not earlier than the
______________ Plan Year following the Plan Year in which the
re-election first was effective.

(4) (Specify)__________________________________________________________
_____________________ [Insert "N/A" if no other rules apply].

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT. The amount of the Employer's annual contribution to the
Trust will equal: (Choose (a), (b), (c), (d) or (e))

[X] (a) The amount (or additional amount) the Employer may from time to
time deem advisable.

[ ] (b) The amount (or additional amount) the Employer may from time to
time deem advisable, separately determined for each of the following
classifications of Participants: (Choose (1) or (2))

[ ] (1) Nonhighly Compensated Employees and Highly Compensated
Employees.

[ ] (2) (Specify classifications)_______________________________________
__________________.

Under this Option (b), the Advisory Committee will allocate the amount
contributed for each Participant classification in accordance with
Adoption Agreement Section 3.04, as if the Participants in that
classification were the only Participants in the Plan.

<PAGE> 7

[ ] (c) __ % of the Compensation of all Participants under the Plan,
determined for the Employer's taxable year for which it makes the
contribution. [Note: The percentage selected may not exceed 15%.]

[ ] (d) ___% of Net Profits but not more than $________.

[ ] (c) This Plan is a frozen Plan effective_______. The Employer will not
contribute to the Plan with respect to any period following the stated
date.

NET PROFITS. The Employer: (Choose (f) or (g))

[X] (f) Need not have Net Profits to make its annual contribution under this
Plan.

[ ] (g) Must have current or accumulated Net Profits exceeding $ ___to make
the contributions described in Option _____.

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently
applied without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. If more than one member of a related
group (as defined in Section 1.30) execute this Adoption Agreement, each
participating member separately will determine Net Profits. "Net Profits"
includes both current and accumulated Net Profits. The term "Net Profits"
specifically excludes: N/A [Note: Enter "N/A" if no exclusions apply.]

3.04 CONTRIBUTION ALLOCATION.

METHOD OF ALLOCATION. Subject to any restoration allocation required under
Section 5.04, the Advisory Committee will allocate and credit each annual
Employer contribution (and Participant forfeitures, if any) to the Account of
each Participant who satisfies the conditions of Section 3.06, in accordance
with the allocation method selected under this Section 3.04. If the Employer
elects Option (a)(2), Option (c)(2) or Option (d), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include
any exclusions elected under Adoption Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take
into account the Participant's Compensation for the entire Plan Year. (Choose
an allocation method under (a), (b), (c) or (d); (e) is mandatory if the
Employer elects (b), (c) or (d); (f) is optional in addition to any other
election.)

[ ] (a) NONINTEGRATED ALLOCATION FORMULA. (Choose (1) or (2))

[ ] (1) The Advisory Committee will allocate the annual Employer
contributions (and Participant forfeitures) in the same ratio that
each Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year.

[ ] (2) The Advisory Committee will allocate the annual Employer
contributions (and Participant forfeitures) in the same ratio that
each Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for the Plan Year. For
purposes of this Option (2), "Participant" means, in addition to a
Participant who satisfies the requirements of Section 3.06 for the
Plan Year, any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's
allocation will not exceed 3% of his Compensation for the Plan
Year.

<PAGE> 8

[X] (b) TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First,
the Advisory Committee will allocate the annual Employer contributions
(and Participant forfeitures) in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed the
applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (e).

The Advisory Committee then will allocate any remaining Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

[ ] (c) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory
Committee will allocate the annual Employer contributions (and
Participant forfeitures) in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year. The allocation under this paragraph, as
a percentage of each Participant's Compensation may not exceed the
applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (e). Solely for purposes of the
allocation in this first paragraph, "Participant" means, in addition to a
Participant who satisfies the requirements of Section 3.06 for the Plan
Year:
(Choose (1) or (2))

[ ] (1) No other Participant.

[ ] (2) Any other Participant entitled to a top heavy minimum
allocation under Section 3.0.4(B), but such Participant's
allocation under this Option (c) will not exceed 3% of his
Compensation for the Plan Year.

As a second tier allocation, the Advisory Committee will allocate the
annual Employer contributions (and Participant forfeitures) in the same
ratio that each Participant's Excess Compensation for the Plan Year bears
to the total Excess Compensation of all Participants for the Plan Year.
The allocation under this paragraph, as a percentage of each Participant's
Excess Compensation, may not exceed the allocation percentage in the first
paragraph.

Finally, the Advisory Committee will allocate any remaining annual
Employer contributions (and Participant forfeitures) in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

[ ] (d) FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the
Advisory Committee will allocate the annual Employer contributions (and
Participant forfeitures) in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year, but not exceeding 3% of each Participant's
Compensation. Solely for purposes of this first tier allocation, a
"Participant" means, in addition to any Participant who satisfies the
requirements of Section 3.06 for the Plan Year, any other Participant
entitled to a top heavy minimum allocation under Section 3.04(B) of the
Plan.

As a second tier allocation, the Advisory Committee will allocate the
annual Employer contributions (and Participant forfeitures) in the same
ratio that each Participant's Excess Compensation for the Plan Year bears
to the total Excess Compensation of all Participants for the Plan Year,
but not exceeding 3% of each Participant's Excess Compensation.

<PAGE> 9

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) in the same ratio that
each Participant's Compensation plus Excess Compensation for the Plan Year
bears to the total Compensation plus Excess Compensation of all
Participants for the Plan Year. The allocation under this paragraph, as a
percentage of each Participant's Compensation plus Excess Compensation,
must not exceed the applicable percentage (2.7%, 2.4% or 1.3%) listed under
the Maximum Disparity Table following Option (e).

[X] (e) EXCESS COMPENSATION. For purposes of Option (b), (c) or (d), "Excess
Compensation" means Compensation in excess of the following Integration
Level: (Choose (1) or (2))

[X] (1) 100% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in effect
on the first day of the Plan Year: (Choose any combination of (i)
and (ii) or choose (iii))

[ ] (i) Rounded to ______ (but not exceeding the taxable wage
base).

[ ] (ii) But not greater than $____.

[X] (iii) Without any further adjustment or limitation.

[ ] (2) $______ [Note: Not exceeding the taxable wage base for the
Plan Year in which this Adoption Agreement first is effective.]

MAXIMUM DISPARITY TABLE. For purposes of Options (b), (c) and (d), the
applicable percentage is:

<TABLE>
<CAPTION>
Integration Level (as Applicable Percentages for Applicable Percentages
percentage of taxable wage base) Option (b) or Option (c) for Option (d)
- --------------------------------- -------------------------- ----------------------
<S> <C> <C>
100% 5.7% 2.7%

More than 80% but less than 100% 5.4% 2.4%

More than 20% (but not less than $10,001)
and not more than 80% 4.3% 1.3%

20% (or S10,000, if greater) or less 5.7% 2.7%
</TABLE>

[ ] (f) ALLOCATION OFFSET. The Advisory Committee will reduce a
Participant's allocation otherwise made under this Section 3.04 by the
Participant's allocation under the following qualified plan(s)
maintained by the Employer:
-------------------------------------------

<PAGE> 10
The Advisory Committee will determine this allocation reduction:
(Choose (1) or (2))

[ ] (1) By treating the term "Employer contribution" as including all
amounts paid or accrued by the Employer during the Plan Year to the
qualified plan(s) referenced under this Option (f). If a
Participant under this Plan also participates in that other plan,
the Advisory Committee will treat the amount the Employer
contributes for or during a Plan Year on behalf of a particular
Participant under such other plan as an amount allocated under this
Plan to that Participant's Account for that Plan Year. The Advisory
Committee will make the computation of allocation required under the
immediately preceding sentence before making any allocation required
by this Section 3.04.

[ ] (2) In accordance with the formula provided in an addendum to this
Adoption Agreement, numbered 3.04(f).

TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum
allocation to which he is entitled under Section 3.04(B): (Choose (g) or (h))

[X] (g) The Employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[ ] (h) The Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: ________________________________________
_______________. However, the Employer will make any necessary additional
contribution to satisfy the top heavy minimum allocation for an Employee
covered only under this Plan and not under the other plan(s) designated
in this Option (h). See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an
addendum to this Adoption Agreement, numbered Section 3.04, any modifications
to the Plan necessary to satisfy the top heavy requirements under Code Section
416.

RELATED EMPLOYERS. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the Advisory Committee must allocate all
Employer contributions and forfeitures to each Participant in the Plan, in
accordance with the elections in this Adoption Agreement Section 3.04: (Choose
(i) or (j))

[X] (i) Without regard to which contributing related group member employs the
Participant.

[ ] (j) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than one
contributing Employer, the Advisory Committee will determine the
allocations under this Adoption Agreement Section 3.04 by prorating
among the participating Employers the Participant's Compensation
and, if applicable, the Participant's Integration Level under Option (e).

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation
required under Sections 5.04 or 9.14, the Advisory Committee will allocate a
Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b);
(c) is optional in addition to (a) or (b))

[X] (a) As an Employer contribution for the Plan Year in which the forfeiture
occurs, as if the Participant forfeiture were an additional Employer
contribution for that Plan Year.

<PAGE> 11

[ ] (b) To reduce the Employer contribution for the Plan Year:
(Choose (1) or (2))

[ ] (1) in which the forfeiture occurs.

[ ] (2) immediately following the Plan Year in which the forfeiture
Occurs.

[ ] (c) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year and then will allocate any remaining
forfeitures in the manner described in Option (a) or in Option (b),
whichever applies.

3.06 ACCRUAL OF BENEFIT.

COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation
under Adoption Agreement Section 3.04 by taking into account: (Choose (a) or
(b))

[X] (a) The Employee's Compensation for the entire Plan Year.

[ ] (b) The Employee's Compensation only for the portion of the Plan Year
in which the Employee actually is a Participant in the Plan.

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of Employer contribu-
tions and Participant forfeitures, if any, for the Plan Year, a Participant
must satisfy the conditions described in the following elections: (Choose (c),
or at least one of (d) through (f))

[ ] (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on
the last day of the Plan Year, the Participant must complete at least one
Hour of Service for that Plan Year. If the Participant is not employed
by the Employer on the last day of the Plan Year, the Participant must
complete at least 501 Hours of Service during the Plan Year.

[X] (d) HOURS OF SERVICE CONDITION. The Participant must complete the
following minimum number of Hours of Service for the Plan Year:
(Choose at least one of (1) through (4))

[X] (1) 1,000 Hours of Service.

[X] (2) (Specify, but the number of Hours of Service may not exceed
1,000) 667 for the short year ending December 31, 1990.

[ ] (3) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose at least one
of (i) through (iii))

[ ] (i) Death.

[ ] (ii) Disability.

[ ] (iii) Attainment of Normal Retirement Age in the current
Plan Year or in a prior Plan Year.

[ ] (4) ___ Hours of Service (not exceeding 1,000) if the Participant
terminates employment with the Employer during the Plan Year, subject
to any election in Option (3).

<PAGE> 12
[X] (e) EMPLOYMENT CONDITION. The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of whether he
satisfies any Hours of Service condition under Option (d), unless his
employment terminates because of: (Choose (1) or at least one of (2)
through (4))

[X] (1) No exceptions.

[ ] (2) Death.

[ ] (3) Disability.

[ ] (4) Attainment of Normal Retirement Age in the current Plan Year or
in a prior Plan Year.

[ ] (f) (Specify other conditions, if applicable): ____________________
_____________________________________.

SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

[X] (g) Applies to the Employer's Plan.

[ ] (h) Does not apply to the Employer's Plan.

[ ] (i) Applies in modified form to the Employer's Plan, as described in an
addendum to this Adoption Agreement, numbered Section 3.06(E).

3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b)
or (c))

[ ] (a) The product of:

(i) the total Excess Amount allocated as of such date (including any
amount which the Advisory Committee would have allocated but for the
limitations of Code Section 415), times

(ii) the ratio of (1) the amount allocated to the Participant as of
such date under this Plan divided by (2) the total amount allocated
as of such date under all qualified defined contribution plans
(determined without regard to the limitations of Code Section 415).

[X] (b) The total Excess Amount.

[ ] (c) None of the Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:
(Choose (A) or (b))

[X] (a) Does not apply to the Employer's Plan because the Employer does not
maintain and never has maintained a defined benefit plan covering any
Participant in this Plan.

<PAGE> 13

[ ] (b) Applies to the Employer's Plan. To the extent necessary to
satisfy the limitation under Section 3.18, the Employer will reduce:
(Choose (1) or (2))

[ ] (1) The Participant's projected annual benefit under the defined
benefit plan under which the Participant participates.

[ ] (2) Its contribution or allocation on behalf of the Participant to
the defined contribution plan under which the Participant
participates and then, if necessary, the Participant's projected
annual benefit under the defined benefit plan under which the
Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the
Plan with the following modifications: (Choose (c) or at least one of (d) and
(e))

[ ] (c) No modifications.

[ ] (d) For Non-Key Employees participating only in this Plan, the top heavy
minimum allocation is the minimum allocation described in Section 3.04(B)
determined by substituting ______ (not less than 4%) for "3%," except:
(Choose (1) or (2))

[ ] (1) No exceptions.

[ ] (2) Plan Years in which the top heavy ratio exceeds 90%.

[ ] (e) For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose (1) or (2))

[ ] (1) 5% of Compensation (as determined under Section 3.04(B) of the
Plan) irrespective of the contribution rate of any Key Employee,
except: (Choose (i) or (ii))

[ ] (i) No exceptions.

[ ] (ii) Substituting "7-1/2%" for "5%" if the top heavy
ratio does not exceed 90%.

[ ] (2) 0%. [Note: The Employer may not select this Option (2) unless
the defined benefit plan satisfies the top heavy minimum benefit
requirements of Code Section 416 for these Non-Key Employees.]

ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit plan:
____________________________________________________________________________
______________________________________________________.

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to
this Adoption Agreement.

<PAGE> 14

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose
(a) or (b))

[ ] (a) ____ [State age, but may not exceed age 65].

[X] (b) The later of the date the Participant attains 65 years of age or the
5th anniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age
65 and the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

[ ] (a) Does not apply.

[X] (b) Applies to death.

[X] (c) Applies to disability.

5.03 VESTING SCHEDULE. The Employer elects the following vesting
schedule: (Choose (a) or (b); (c) and (d) are available only in addition
to (b))

[X] (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions under
Adoption Agreement Section 2.01(b) require 2 years of service or more
than 12 months of employment.]

[ ] (b) Graduated Vesting Schedules.

<TABLE>
<CAPTION>
TOP HEAVY SCHEDULE NON TOP HEAVY SCHEDULE
(MANDATORY) (OPTIONAL)
Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage
-------- -------------- -------- ---------------
<S> <C> <C> <C>
Less than 1 ____% Less than 1 ____%
1 ____% 1 ____%
2 ____% 2 ____%
3 ____% 3 ____%
4 ____% 4 ____%
5 ____% 5 ____%
6 or more 100% 6 ____%
7 or more 100%
</TABLE>

[ ] (c) Minimum vesting. A Participant's Nonforfeitable Accrued Benefit will
never be less than the lesser of $_______ or his entire Accrued Benefit
even if the application of the graduated vesting schedule under Option (b)
would result in A smaller Nonforfeitable Accrued Benefit.

[Note: Under Option (b), the Employer must complete a Top Heavy Schedule which
satisfies Code Section 416. The Employer, at its option, may complete a Non
Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code Section
411(a)(2). Also see Section 7.05 of the Plan.]

14
<PAGE> 15

[ ] (d) The Top Heavy Schedule under Option (b) applies: (Choose (1) or (2))

[ ] (1) Only in a Plan Year for which the Plan is top heavy.

[ ] (2) In the Plan Year for which the Plan first is top heavy and then
in all subsequent Plan Years. [Note: The Employer may not elect
Option (d) unless it has completed a Non Top Heavy Schedule.]

LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable
to insurance contracts purchased on his behalf under Article XI is: (Choose
(e) or (f))

[X] (e) Subject to the vesting schedule election under Options (a) or (b).

[ ] (f) 100% Nonforfeitable at all times, irrespective of the vesting election
under Option (b).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described
in Section 5.04(C) of the Plan: (Choose (a) or (b))

[X] (a) Does not apply.

[ ] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants.

5.06 YEAR OF SERVICE - VESTING.

VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis
of the following 12 consecutive month periods: (Choose (a) or (b))

[X] (a) Plan Years.

[ ] (b) Employment Years. An Employment Year is the 12 consecutive month
period measured from the Employee's Employment Commencement Date and each
successive 12 consecutive month period measured from each anniversary of
that Employment Commencement Date.

HOURS OF SERVICE. The minimum number of Hours of Service an Emplovee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

[X] (c) 1,000 Hours of Service.

[ ] (d) __ Hours of Service. [Note: The Hours of Service requirement may not
exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

[X] (a) None other than as specified in Section 5.08(a) of the Plan.

[ ] (b) Any Year of Service before the Participant attained the age of __.
[Note: The age selected may not exceed age 18.]

15
<PAGE> 16

[ ] (c) Any Year of Service during the period the Employer did not maintain
this Plan or a predecessor plan.

[ ] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or the
aggregate number of the Years of Service prior to the Break. This
exception applies only if the Participant is 0% vested in his Accrued
Benefit derived from Employer contributions at the time he has a Break in
Service. Furthermore, the aggregate number of Years of Service before a
Break in Service do not include any Years of Service not required to be
taken into account under this exception by reason of any prior Break in
Service.

[ ] (e) Any Year of Service earned prior to the effective date of ERISA if
the Plan would have disregarded that Year of Service on account of an
Employee's Separation from Service under a Plan provision in effect and
adopted before January 1, 1974.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

CODE SECTION 411(d)(6) PROTECTED BENEFITS. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply on the
later of the adoption date or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

DISTRIBUTION DATE. A distribution date under the Plan means the first day of
any month of a Plan Year ____________________________________________________
[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice
and consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))

[X] (a) The seventh distribution date of the first Plan Year beginning
after the Participant's Separation from Service.

[ ] (b) __________________________________ following the Participant's
Separation from Service.

[ ] (c) ______________________________________________ of the Plan Year
after the Participant incurs _______ Break(s) in Service (as defined in
Article V).

[ ] (d) _______________________________ following the Participant's
attainment of Normal Retirement Age, but not earlier than ______ days
following his Separation from Service.

[ ] (e) (Specify) ______________________________________________________.

NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.

16
<PAGE> 17

DISABILITY. The distribution date, subject to Section 6.01(A)(3), is:
(Choose (g) or (h))

[ ] (f) _________________________________________ after the Participant
terminates employment because of disability.

[X] (g) The same as if the Participant had terminated employment without
disability.

[ ] (h) (Specify) _____________________________________________________.

HARDSHIP. (Choose (i) or (j))

[X] (i) The Plan does not permit a hardship distribution to a Participant who
has separated from Service.

[ ] (j) The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship distribution
policy stated in: (Choose (1) or (2))

[ ] (1) Section 6.01(A)(4) of the Plan.

[ ] (2) The addendum to this Adoption Agreement, numbered Section 6.01,
in lieu of the policy stated in Section 6.01(A)(4) of the Plan.

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04 of the Plan: (Choose (k), (1) or (m))

[ ] (k) Treats the default as a distributable event. The Trustee, at the
time of the default, will reduce the Participant's Nonforfeitable Accrued
Benefit by the lesser of the amount in default (plus accrued interest) or
the Plan's security interest in that Nonforfeitable Accrued Benefit.

[X] (l) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03
of the Plan, the Trustee will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable Accrued
Benefit.

[ ] (m) (Specify) ________________________________________________________.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose (a)
or at least one of (b), (c), (d) and (e))

[X] (a) No modifications.

[ ] (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available:
______________________________________________________________________.

[ ] (c) An installment distribution: (Choose (1) or at least one of (2) or
(3))

[ ] (1) Is not available under the Plan.

17
<PAGE> 18

[ ] (2) May not exceed the lesser of ___ years or the maximum period
permitted under Section 6.02.

[ ] (3) (Specify) ________________________________________________.

[ ] (d) The Plan permits the following annuity options: _______________
_________________________________________.

Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See
Section 6.04(E). [Note: The Employer may specify, additional annuity
options in an addendum to this Adoption Agreement, numbered 6.02(d).]

[ ] (e) If the Plan invests in qualifying Employer securities, as described
in Section 10.03(F), a Participant eligible to elect distribution under
Section 6.03 may elect to receive that distribution in Employer
securities only in accordance with the provisions of the addendum to this
Adoption Agreement, numbered 6.02(e).

6.03 BENEFIT PAYMENT ELECTIONS.

PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may
elect to commence distribution of his Nonforfeitable Accrued Benefit:
(Choose at least one of (a) through (c))

[X] (a) As of any distribution date, but not earlier than the seventh
distribution date of the first Plan Year beginning after the
Participant's Separation from Service.

[ ] (b) As of the following date(s): (Choose at least one of Options
(1) through (6))

[ ] (1) Any distribution date after the close of the Plan Year in
which the Participant attains Normal Retirement Age.

[ ] (2) Any distribution date following his Separation from Service.

[ ] (3) Any distribution date in the Plan Year(s) beginning after
his Separation from Service.

[ ] (4) Any distribution date in the Plan Year after the
Participant incurs ____ Break(s) in Service (as defined in Article
V).

[ ] (5) Any distribution date following attainment of age ___ and
completion of at least _____ Years of Service (as defined in
Article V).

[ ] (6) (Specify) _________________________________________________.

[ ] (c) (Specify) ______________________________________________________

_____________________________________________________________________.

18
<PAGE> 19

PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. Subject to the
restrictions of Article VI, the following distribution options apply under the
Employer's Plan prior to a Participant's Separation from Service. (Choose (d)
or at least one of (e) through (h))

[X] (d) No distribution options prior to Separation from Service.

[ ] (e) Attainment of Specified Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable
Accrued Benefit after he attains: (Choose (1) or (2))

[ ] (1) Normal Retirement Age.

[ ] (2) ____ years of age and is at least __% vested in his Accrued
Benefit. [Note: If the percentage is less than 100%, see the
special vesting formula in Section 5.03.]

[ ] (f) After a Participant has participated in the Plan for a period of not
less than __ years and he is 100% vested in his Accrued Benefit, until he
retires, the Participant has a continuing election to receive all or any
portion of his Accrued Benefit. [Note: The number in the blank space may
not be less than 5.1]

(g) Hardship. A Participant may elect a hardship distribution prior to
his Separation from Service in accordance with the hardship distribution
policy: (Choose (1) or (2))

[ ] (1) Under Section 6.01(A)(4) of the Plan. In no event may a
Participant receive a hardship distribution under this Option (g)
before he is at least ___% vested in his Accrued Benefit. [Note:
If the percentage in the blank is less than 100%, see the special
vesting formula in Section 5.03.1

[ ] (2) Provided in the addendum to this Adoption Agreement,
numbered Section 6.03.

[ ] (h) (Specify) ______________________________________________________.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(2) or (h) of this Adoption
Agreement Section 6.03.]

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04: (Choose (a) or (b))

[X] (a) Apply only to a Participant described in Section 6.0.4(E) of the
Plan (relating to the profit sharing exception to the joint and survivor
requirements).

[ ] (b) Apply to all Participants.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other
than a distribution from a segregated Account) occurs more than 90 days after
the most recent valuation date, the distribution will include interest at:
(Choose (a), (b) or (c))

[X] (a) 0% per annum. [Note: The percentage may equal 0%.]

19
<PAGE> 20

[ ] (b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

[ ] (c) (Specify) ____________________________________________.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan,
the aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

[ ] (a) May not exceed 10% of Plan assets.

[X] (b) May not exceed 0% of Plan Assets. [Note: The percentage may not
exceed 100%.]

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the
Trustee must value the Trust Fund on the following valuation date(s): (Choose
(a) or (b))

[X] (a) No other mandatory valuation dates.

[ ] (b) (Specify) ____________________________________________________.

<PAGE> 21

EFFECTIVE DATE ADDENDUM
(RESTATED PLANS ONLY)

The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the
restated effective date for at least one of the provisions listed in this
addendum. In lieu of the restated Effective Date in Adoption Agreement Section
1.18, the following special effective dates apply: (Choose whichever elections
apply)

[ ] (a) COMPENSATION DEFINITION. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years
beginning after ____________. [Note: May not be effective later than
the first day of the first Plan Year beginning after the Employer
executes this Adoption Agreement to restate the Plan for the Tax Reform
Act of 1986, if applicable.]

[X] (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning
after April 30, 1989.

[ ] (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service
rule elected under Adoption Agreement Section 2.03 is effective for
Plan Years beginning after ______________.

[X] (d) CONTRIBUTION/ALLOCATION FORMULA. The contribution formula elected
under Adoption Agreement Section 3.01 and the method of allocation
elected under Adoption Agreement Section 3.04 is effective for Plan
Years beginning after April 30, 1989.

[ ] (e) ACCRUAL REQUIREMENTS. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after _________.

[ ] (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06
is effective for Plan Years beginning after _________.

[ ] (g) ELIMINATION OF NET PROFITS. The requirement for the Employer not
to have net profits to contribute to this Plan is effective for Plan
Years beginning after __________. [Note: The date specified may not be
earlier than December 31, 1985.]

[ ] (h) VESTING SCHEDULE. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning after
__________.

[ ] (i) (Specify) _________________________________________________________
_________________________________________.

For Plan Years prior to the special Effective Date, the terms of the Plan
prior to its restatement under this Adoption Agreement will control for
purposes of the designated provisions. A special Effective Date may not result
in the delay of a Plan provision beyond the permissible Effective Date under
any applicable law requirements.

<PAGE> 22

EXECUTION PAGE

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) signified its acceptance, on this 19th day of DEC.,
1990.

Name and EIN of Employer: Precision Reponse Corporation 59-2194806
----------------------------------------

Signed: /s/ Thomas C. Teper
---------------------------------------------------------------

Name(s) of Trustee: Mark Gordon, David Epstein and Thomas Teper
- -----------------------------------------------------------------------
/s/ Thomas C. Teper
- ------------------------------

Signed: /s/ Mark Gordon /s/ David Epstein
------------------------------------------------
/s/ Thomas C. Teper
------------------------------------------------

Name of Custodian:
-----------------------------

Signed:
------------------------------------------------

[Note. A Trustee is mandatory, but a Custodian is optional. See Section 10.03
of the Plan.]

PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 001.

USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Regional Prototype Plan Sponsor's recordkeeping purposes and does not
necessarily correspond to the plan number the Employer designated in the
prior paragraph.

RELIANCE ON NOTIFICATION LETTER. The Employer may not rely on the Regional
Prototype Plan Sponsor's notification letter covering this Adoption Agreement.
For reliance on the Plan's qualification, the Employer must obtain a
determination letter from the applicable IRS Key District office.

<PAGE> 23

ABAR EMPLOYEE BENEFIT PLAN SERVICE

DEFINED CONTRIBUTION PROTOTYPE PLAN
AND
TRUST AGREEMENT

<PAGE> 24

TABLE OF CONTENTS

<S> <C>
ALPHABETICAL LISTING OF DEFINITIONS ....................................... vi

ARTICLE I, DEFINITIONS
1.01 Employer ..................................................... 1.01
1.02 Trustee ...................................................... 1.01
1.03 Plan ......................................................... 1.01
1.04 Adoption Agreement ........................................... 1.01
1.05 Plan Administrator ........................................... 1.02
1.06 Advisory Committee ........................................... 1.02
1.07 Employee ..................................................... 1.02
1.08 Self-Employed Individual/Owner-Employee ...................... 1.02
1.09 Highly Compensated Employee .................................. 1.02
1.10 Participant .................................................. 1.03
1.11 Beneficiary .................................................. 1.03
1.12 Compensation ................................................. 1.03
1.13 Earned Income ................................................ 1.05
1.14 Account ...................................................... 1.05
1.15 Accrued Benefit .............................................. 1.05
1.16 Nonforfeitable ............................................... 1.05
1.17 Plan Year/Limitation Year .................................... 1.05
1.18 Effective Date ............................................... 1.05
1.19 Plan Entry Date .............................................. 1.05
1.20 Accounting Date .............................................. 1.05
1.21 Trust ........................................................ 1.05
1.22 Trust Fund ................................................... 1.05
1.23 Nontransferable Annuity ...................................... 1.05
1.24 ERISA ........................................................ 1.06
1.25 Code ......................................................... 1.06
1.26 Service ...................................................... 1.06
1.27 Hour of Service .............................................. 1.06
1.28 Disability ................................................... 1.07
1.29 Service for Predecessor Employer ............................. 1.07
1.30 Related Employers ............................................ 1.07
1.31 Leased Employees ............................................. 1.08
1.32 Special Rules for Owner-Employers ............................ 1.08
1.33 Determination of Top Heavy Status ............................ 1.09
1.34 Paired Plans ................................................. 1.10

ARTICLE II, EMPLOYEE PARTICIPANTS
2.01 Eligibility .................................................. 2.01
2.02 Year of Service - Participation............................... 2.01
2.03 Break in Service - Participation.............................. 2.01
2.04 Participation upon Re-employment ............................. 2.02
2.05 Change in Employee Status .................................... 2.02

</TABLE>
i

<PAGE> 25

<S> <C> <C>
2.06 Election Not to Participate .................................. 2.02

ARTICLE III, EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 Amount ....................................................... 3.01
3.02 Determination of Contribution ................................ 3.01
3.03 Time of Payment of Contribution .............................. 3.01
3.04 Contribution Allocation ...................................... 3.01
3.05 Forfeiture Allocation ........................................ 3.03
3.06 Accrual of Benefit ........................................... 3.03
3.06 - 3.16 Limitations on Allocations ................................ 3.05
3.17 Special Allocation Limitation ................................ 3.07
3.18 Defined Benefit Plan Limitation .............................. 3.07
3.19 Definitions - Article III .................................... 3.07

ARTICLE IV, PARTICIPANT CONTRIBUTIONS
4.01 Participant Nondeductible Contributions ...................... 4.01
4.02 Participant Deductible Contributions ......................... 4.01
4.03 Participant Rollover Contributions ........................... 4.01
4.04 Participant Contribution - Forfeitability .................... 4.02
4.05 Participant Contribution - Withdrawal/Distribution ........... 4.02
4.06 Participant Contribution - Accrued Benefit ................... 4.02

ARTICLE V, TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 Normal Retirement Age ........................................ 5.01
5.02 Participant Disability or Death .............................. 5.01
5.03 Vesting Schedule ............................................. 5.01
5.04 Cash-Out Distributions to Partially-Vested Participants/
Restoration of Forfeited Accrued Benefit ..................... 5.01
5.05 Segregated Account for Repaid Amount ......................... 5.03
5.06 Year of Service - Vesting .................................... 5.03
5.07 Break in Service - Vesting ................................... 5.03
5.08 Included Years of Service - Vesting .......................... 5.03
5.09 Forfeiture Occurs ............................................ 5.03

ARTICLE VI, TIME AND METHOD OF PAYMENT OF BENEFITS

6.01 Time of Payment of Accrued Benefit ........................... 6.01
6.02 Method of Payment of Accrued Benefit ......................... 6.03
6.03 Benefit Payment Elections .................................... 6.05
6.04 Annuity Distributions to Participants and Surviving Spouses .. 6.06
6.05 Waiver Election - Qualified Joint and Survivor Annuity ....... 6.07
6.06 Waiver Election - Preretirement Survivor Annuity ............. 6.08
6.07 Distributions Under Domestic Relations Orders ................ 6.09

ARTICLE VII, EMPLOYER ADMINISTRATIVE PROVISIONS
7.01 Information to Committee ..................................... 7.01
7.02 No Liability ................................................. 7.01
7.03 Indemnity of Plan Administrator and Committee ................ 7.01

</TABLE>

<PAGE> 26

<S> <C> <C>
7.04 Employer Direction of Investment ............................ 7.01
7.05 Amendment to Vesting Schedule ............................... 7.01

ARTICLE VIII, PARTICIPANT ADMINISTRATIVE PROVISIONS
8.01 Beneficiary Designation ..................................... 8.01
8.02 No Beneficiary Designation/Death of Beneficiary ............. 8.01
8.03 Personal Data to Committee .................................. 8.02
8.04 Address for Notification .................................... 8.02
8.05 Assignment of Alienation .................................... 8.02
8.06 Notice of Change in Terms ................................... 8.02
8.07 Litigation Against the Trust ................................ 8.02
8.08 Information Available ....................................... 8.02
8.09 Appeal Procedure for Denial of Benefits ..................... 8.02
8.10 Participant Direction of Investment ......................... 8.03

ARTICLE IX, ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS
9.01 Members' Compensation, Expenses ............................. 9.01
9.02 Term ........................................................ 9.01
9.03 Powers ...................................................... 9.01
9.04 General ..................................................... 9.01
9.05 Funding Policy .............................................. 9.02
9.06 Manner of Action ............................................ 9.02
9.07 Authorized Representative ................................... 9.02
9.08 Interested Member ........................................... 9.02
9.09 Individual Accounts ......................................... 9.02
9.10 Value of Participant's Accrued Benefit ...................... 9.02
9.11 Allocation and Distribution of Net Income Gain or Loss ...... 9.03
9.12 Individual Statement ........................................ 9.03
9.13 Account Charged ............................................. 9.03
9.14 Unclaimed Account Procedure ................................. 9.04

ARTICLE X, CUSTODIAN/TRUSTEE, POWERS AND DUTIES
10.01 Acceptance .................................................. 10.01
10.02 Receipt of Contributions .................................... 10.01
10.03 Investment Powers ........................................... 10.01
10.04 Records and Statements ...................................... 10.05
10.05 Fees and Expenses from Fund ................................. 10.06
10.06 Parties to Litigation ....................................... 10.06
10.07 Professional Agents ......................................... 10.06
10.08 Distribution of Cash or Property ............................ 10.06
10.09 Distribution Directions ..................................... 10.06
10.10 Third Party/Multiple Trustees ............................... 10.06
10.11 Resignation ................................................. 10.06
10.12 Removal ..................................................... 10.07
10.13 Interim Duties and Successor Trustee ........................ 10.07
10.14 Valuation of Trust .......................................... 10.07

</TABLE>

iii

<PAGE> 27

<S> <C> <C>
10.15 Limitation on Liability - If Investment Manager, Ancillary
Trustee or Independent Fiduciary ............................ 10.07
10.16 Investment in Group Trust Fund .............................. 10.07
10.17 Appointment of Ancillary Trustee or Independent Fiduciary ... 10.08

ARTICLE XI, PROVISIONS RELATING TO INSURANCE AND
INSURANCE COMPANY
11.01 Insurance Benefit ........................................... 11.01
11.02 Limitation on Life Insurance Protection ..................... 11.01
11.03 Definitions ................................................. 11.02
11.04 Dividend Plan ............................................... 11.02
11.05 Insurance Company Not a Party to Agreement .................. 11.02
11.06 Insurance Company Not Responsible for Trustee's Actions ..... 11.03
11.07 Insurance Company Reliance on Trustee's Signature ........... 11.03
11.08 Acquittance ................................................. 11.03
11.09 Duties of Insurance Company ................................. 11.03

ARTICLE XII, MISCELLANEOUS
12.01 Evidence .................................................... 12-01
12.02 No Responsibility for Employer Action ....................... 12.01
12.03 Fiduciaries Not Insurers .................................... 12.01
12.04 Waiver of Notice ............................................ 12.01
12.05 Successors .................................................. 12.01
12.06 Word Usage .................................................. 12.01
12.07 State Law ................................................... 12.01
12.08 Employer's Right to Participate ............................. 12.01
12.09 Employment Not Guaranteed ................................... 12.02

ARTICLE XIII, EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
13.01 Exclusive Benefit ........................................... 13.01
13.02 Amendment By Employer ....................................... 13.01
13.03 Amendment By Regional Prototype Plan Sponsor ................ 13.02
13.04 Discontinuance .............................................. 13.02
13.05 Full Vesting on Termination ................................. 13.02
13.06 Merger/Direct Transfer ...................................... 13.02
13.07 Termination ................................................. 13.03

ARTICLE XIV, CODE Section 401(K) ARRANGEMENTS
14.01 Application ................................................. 14.01
14.02 Code Section 401(k) Arrangement ............................. 14.01
14.03 Definitions ................................................. 14.02
14.04 Matching Contributions/Employee Contributions ............... 14.03
14.05 Time of Payment of Contributions ............................ 14.04
14.06 Special Allocation Provisions - Deferral Contributions,
Matching Contributions and Qualified Nonelective
Contributions ............................................... 14.04
14.07 Annual Elective Deferral Limitation ......................... 14.05
14.08 Actual Deferral Percentage ("ADP") Test ..................... 14.06

</TABLE>

iv
<PAGE> 28

<TABLE>
<CAPTION>
<S> <C> <C>
14.09 Nondiscrimination Rules for Employer Matching Contributions
and Participant Nondeductible Contributions ................. 14.08
14.10 Multiple Use Limitation ..................................... 14.10
14.11 Distribution Restrictions ................................... 14.11
14.12 Special Allocation Rules .................................... 14.12
</TABLE>

v
<PAGE> 29

ALPHABETICAL LISTING OF DEFINITIONS

PLAN DEFINITION SECTION REFERENCE
(PAGE NUMBER)

<S> <C>
100% Limitation ................................................... 3.19(l) (3.09)
Account .............................................................. 1.14 (1.05)
Accounting Date ...................................................... 1.20 (1.05)
Accrued Benefit ...................................................... 1.15 (1.05)
Actual Deferral Percentage ("ADP") Test ............................ 14.08 (14.06)
Adoption Agreement ................................................... 1.04 (1.01)
Advisory Committee ................................................... 1.06 (1.02)
Annual Addition ................................................... 3.19(a) (3.07)
Average Contribution Percentage Test ............................... 14.09 (14.08)
Beneficiary .......................................................... 1.11 (1.03)
Break in Service for Eligibility Purposes ............................ 2.03 (2.01)
Break in Service for Vesting Purposes ................................ 5.07 (5.03)
Cash-out Distribution ................................................ 5.04 (5.01)
Code ................................................................. 1.25 (1.06)
Code Section 411(d)6) Protected Benefits ........................... 13.02 (13.01)
Compensation ......................................................... 1.12 (1.03)
Compensation for Code Section 401(k) Purposes ................... 14.03(f) (14.02)
Compensation for Code Section 415 Purposes ........................ 3.19(b) (3.07)
Compensation for Top Heavy Purposes ............................ 1.33(B)(3) (1.10)
Contract(s) ..................................................... 11.03(c) (11.02)
Custodian Designation ........................................... 10.03[B] (10.02)
Deemed Cash-out Rule .............................................. 5.04(C) (5.02)
Deferral Contributions .......................................... 14.03(g) (14.02)
Deferral Contributions Account ..................................... 14.06 (14.04)
Defined Benefit Plan .............................................. 3.19(i) (3.08)
Defined Benefit Plan Fraction ..................................... 3.19(j) (3.08)
Defined Contribution Plan ......................................... 3.19(h) (3.08)
Defined Contribution Plan Fraction ................................ 3.19(k) (3.09)
Determination Date ............................................. 1.33(B)(7) (1.10)
Disability ........................................................... 1.28 (1.07)
Distribution Date .................................................... 6.01 (6.01)
Distribution Restrictions ....................................... 14.03(m) (14.03)
Earned Income ........................................................ 1.13 (1.05)
Effective Date ....................................................... 1.18 (1.05)
Elective Deferrals .............................................. 14.03(h) (14.02)
Elective Transfer ............................................... 13.06(A) (13.02)
Eligible Employee ............................................... 14.03(c) (14.02)
Employee ............................................................. 1.07 (1.02)
Employee Contributions .......................................... 14.03(n) (14.03)
Employer ............................................................. 1.01 (1.01)

</TABLE>

<PAGE> 30

<S> <C>
Employer Contribution Account ...................................... 14.06 (14.04)
Employer for Code Section 415 Purposes ............................ 3.19(c) (3.08)
Employer for Top Heavy Purposes ................................ 1.33(B)(6) (1.10)
Employment Commencement Date ......................................... 2.02 (2.01)
ERISA ................................................................ 1.24 (1.06)
Excess Aggregate Contributions ..................................... 14.09 (14.09)
Excess Amount ..................................................... 3.19(d) (3.08)
Excess Contributions ............................................... 14.08 (14.07)
Exempt Participant ................................................... 8.01 (8.01)
Forfeiture Break in Service .......................................... 5.08 (5.03)
Group Trust Fund ................................................... 10.16 (10.07)
Hardship ....................................................... 6.01(A)(4) (6.02)
Hardship for Code Section 401(k) Purposes .......................... 14.11 (14.11)
Highly Compensated Employee .......................................... 1.09 (1.02)
Highly Compensated Group ........................................ 14.03(d) (14.02)
Hour of Service ...................................................... 1.27 (1.06)
Incidental Insurance Benefits ...................................... 11.01 (11.01)
Insurable Participant ........................................... 11.03(d) (11.02)
Investment Manager ................................................ 9.04(i) (9.01)
Issuing Insurance Company ....................................... 11.03(b) (11.02)
Joint and Survivor Annuity ........................................ 6.04(A) (6.06)
Key Employee ................................................... 1.33(B)(1) (1.10)
Leased Employees ..................................................... 1.31 (1.08)
Limitation Year ............................... 1.17 and 3.19(e) (1.05) and (3.08)
Loan Policy ....................................................... 9.04(A) (9.02)
Mandatory Contributions ............................................ 14.04 (14.04)
Mandatory Contributions Account .................................... 14.04 (14.04)
Master or Prototype Plan .......................................... 3.19(f) (3.08)
Matching Contributions .......................................... 14.03(i) (14.03)
Maximum Permissible Amount ........................................ 3.19(g) (3.08)
Minimum Distribution Incidental Benefit (MDIB) .................... 6.02(A) (6.03)
Multiple Use Limitation ............................................ 14.10 (14.10)
Named Fiduciary ................................................. 10.03[D] (10.04)
Nonelective Contributions ....................................... 14.03(j) (14.03)
Nonforfeitable ....................................................... 1.16 (1.05)
Nonhighly Compensated Employee .................................. 14.03(b) (14.02)
Nonhighly Compensated Group ..................................... 14.03(e) (14.02)
Non-Key Employee ............................................... 1.33(B)(2) (1.10)
Nontransferable Annuity ............................................. 1.23 (1.05)
Normal Retirement Age ............................................... 5.01 (5.01)
Owner-Employee ...................................................... 1.08 (1.02)
Paired Plans ........................................................ 1.34 (1.10)
Participant ......................................................... 1.10 (1.03)
Participant Deductible Contributions ................................ 4.02 (4.01)
Participant Forfeiture .............................................. 3.05 (3.03)
Participant Loans ............................................... 10.03[E] (10.05)
Participant Nondeductible Contributions .............................. 4.01 (4.01)

</TABLE>

vii

<PAGE> 31

<S> <C>
Permissive Aggregation Group ................................... 1.33(B)(5) (1.10)
Plan ................................................................. 1.03 (1.01)
Plan Administrator ................................................... 1.05 (1.02)
Plan Entry Date ...................................................... 1.19 (1.05)
Plan Year ............................................................ 1.17 (1.05)
Policy .......................................................... 11.03(a) (11.02)
Predecessor Employer ................................................. 1.29 (1.07)
Preretirement Survivor Annuity .................................... 6.04(B) (6.06)
Qualified Domestic Relations Order ................................... 6.07 (6.09)
Qualified Matching Contributions ................................ 14.03(k) (14.03)
Qualified Nonelective Contributions ............................. 14.03(l) (14.03)
Qualifying Employer Real Property ............................... 10.03[F] (10.05)
Qualifying Employer Securities .................................. 10.03[F] (10.05)
Related Employers .................................................... 1.30 (1.07)
Required Aggregation Group ..................................... 1.33(B)(4) (1.10)
Required Beginning Date ........................................... 6.01(B) (6.02)
Rollover Contributions ............................................... 4.03 (4.01)
Self-Employed Individual ............................................. 1.08 (1.02)
Service .............................................................. 1.26 (1.06)
Term Life Insurance Contract ....................................... 11.03 (11.02)
Top Heavy Minimum Allocation ...................................... 3.04(B) (3.01)
Top Heavy Ratio ...................................................... 1.33 (1.09)
Trust ................................................................ 1.21 (1.05)
Trustee .............................................................. 1.02 (1.01)
Trustee Designation ............................................. 10.03[A] (10.01)
Trust Fund ........................................................... 1.22 (1.05)
Weighted Average Allocation Method ................................. 14.12 (14.12)
Year of Service for Eligibility Purposes ............................. 2.02 (2.01)
Year of Service for Vesting Purposes ................................. 5.06 (5.03)

</TABLE>

viii

<PAGE> 32

Abar Employee Benefit Plan Service

DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST AGREEMENT
BASIC PLAN DOCUMENT # 01

Abar Employee Benefit Plan Service, in its capacity as Regional Prototype
Plan Sponsor, establishes this Prototype Plan intended to conform to and
qualify under Section 401 and Section 501 of the Internal Revenue Code of 1986,
as amended. An Employer establishes a Plan and Trust under this Prototype Plan
by executing an Adoption Agreement. If the Employer adopts this Plan as a
restated Plan in substitution for, and in amendment of, an existing plan, the
provisions of this Plan, as a restated Plan, apply solely to an Employee whose
employment with the Employer terminates on or after the restated Effective Date
of the Employer's Plan. If an Employee's employment with the Employer
terminates prior to the restated Effective Date, that Employee is entitled to
benefits under the Plan as the Plan existed on the date of the Employee's
termination of employment.

ARTICLE I
DEFINITIONS

1.01 "Employer" means each employer who adopts this Plan by executing an
Adoption Agreement.

1.02 "Trustee" means the person or persons who as Trustee execute the
Employer's Adoption Agreement, or any successor in office who in
writing accepts the position of Trustee. The Employer must designate in its
Adoption Agreement whether the Trustee will administer the Trust as a
discretionary Trustee or as a nondiscretionary Trustee. If a person acts as a
discretionary Trustee, the Employer also may appoint a Custodian. See Article
X.

1.03 "Plan" means the retirement plan established or continued by the
Employer in the form of this Agreement, including the Adoption Agreement under
which the Employer has elected to participate in this Prototype Plan. The
Employer must designate the name of the Plan in its Adoption Agreement. An
Employer may execute more than one Adoption Agreement offered under this
Prototype Plan, each of which will constitute a separate Plan and Trust
established or continued by that Employer. The Plan and the Trust created by
each adopting Employer is a separate Plan and a separate Trust, independent
from the plan and the trust of any other employer adopting this Prototype Plan.
All section references within the Plan are Plan section references unless the
context clearly indicates otherwise.

1.04 "Adoption Agreement" means the document executed by each Employer
adopting this Prototype Plan. The terms of this Prototype Plan as modified by
the terms of an adopting Employer's Adoption Agreement constitute a separate
Plan and Trust to be construed as a single Agreement. Each elective provision
of the Adoption Agreement corresponds by section reference to the section of
the Plan which grants the election. Each Adoption Agreement offered under this
Prototype Plan is either a Nonstandardized Plan or a Standardized Plan, as
identified in the preamble to that Adoption Agreement. The provisions of this
Prototype Plan apply equally to Nonstandardized Plans and to Standardized Plans
unless otherwise specified.

1.01

<PAGE> 33

1.05 "Plan Administrator" is the Employer unless the Employer designates
another person to hold the position of Plan Administrator. in addition to his
other duties, the Plan Administrator has full responsibility for compliance
with the reporting and disclosure rules under ERISA as respects this Agreement.

1.06 "Advisory Committee" means the Employer's Advisory Committee as from
time to time constituted.

1.07 "Employee" means any employee (including a Self-Employed Individual)
of the Employer. The Employer must specify in its Adoption Agreement any
Employee, or class of Employees, not eligible to participate in the Plan. If
the Employer elects to exclude collective bargaining employees, the exclusion
applies to any employee of the Employer included in a unit of employees covered
by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more employers
unless the collective bargaining agreement requires the employee to be included
within the Plan. The term "employee representatives" does not include any
organization more than half the members of which are owners, officers, or
executives of the Employer.

1.08 "Self-Employed Individual/Owner-Employee." "Self-Employed Individual"
means an individual who has Earned Income (or who would have had Earned
Income but for the fact that the trade or business did not have net earnings)
for the taxable year from the trade or business for which the Plan is
established. "Owner-Employee" means a Self-Employed Individual who is the sole
proprietor in the case of a sole proprietorship. If the Employer is a
partnership, "Owner-Employee" means a Self-Employed Individual who is a partner
and owns more than 10% of either the capital or profits interest of the
partnership.

1.09 "Highly Compensated Employee" means an Employee who, during the Plan
Year or during the preceding 12-month period:

(a) is a more than 5% owner of the Employer (applying the constructive
ownership rules of Code Section 318, and applying the principles of Code
Section 318, for an unincorporated entity);

(b) has Compensation in excess of $75,000 (as adjusted by the
Commissioner of Internal Revenue for the relevant year);

(c) has Compensation in excess of $50,000 (as adjusted by the Commissioner
of Internal Revenue for the relevant year) and is part of the top-paid 20%
group of employees (based on Compensation for the relevant year); or

(d) has Compensation in excess of 50% of the dollar amount prescribed in
Code Section 415(b)(1)(A) (relating to defined benefit plans) and is an
officer of the Employer.

If the Employee satisfies the definition in clause (b), (c) or (d) in the
Plan Year but does not satisfy clause (b), (c) or (d) during the preceding
12-month period and does not satisfy clause (a) in either period, the Employee
is a Highly Compensated Employee only if he is one of the 100 most highly
compensated Employees for the Plan Year. The number of officers taken into
account under clause (d) will not exceed the greater of 3 or 10% of the total
number (after application of the Code Section 414(q) exclusions) of Employees,
but no more than 50 officers. If no Employee satisfies the Compensation
requirement in clause (d) for the relevant year, the Advisory Committee will
treat the highest paid officer as satisfying clause (d) for that year.

For purposes of this Section 1.09, "Compensation" means Compensation as
defined in Section 1.12, except any exclusions from Compensation elected in the
Employer's Adoption Agreement Section 1.12 do not apply, and Compensation must
include "elective contributions" (as defined in Section 1.12). The

1.02

<PAGE> 34

Advisory Committee must make the determination of who is a Highly Compensated
Employee, including the determinations of the number and identity of the top
paid 20% group, the top 100 paid Employees, the number of officers includible
in clause (d) and the relevant Compensation, consistent with Code Section
414(q) and regulations issued under that Code section. The Employer may make a
calendar year election to determine the Highly Compensated Employees for the
Plan Year, as prescribed by Treasury regulations. A calendar year election
must apply to all plans and arrangements of the Employer. For purposes of
applying any nondiscrimination test required under the Plan or under the Code,
in a manner consistent with applicable Treasury regulations, the Advisory
Committee will treat a Highly Compensated Employee and all family members (a
spouse, a lineal ascendant or descendant, or a spouse of a lineal ascendant or
descendant) as a single Highly Compensated Employee, but only if the Highly
Compensated Employee is a more than 5% owner or is one of the 10 Highly
Compensated Employees with the greatest Compensation for the Plan Year. This
aggregation rule applies to a family member even if that family member is a
Highly Compensated Employee without family aggregation.

The term "Highly Compensated Employee" also includes any former Employee
who separated from Service (or has a deemed Separation from Service, as
determined under Treasury regulations) prior to the Plan Year, performs no
Service for the Employer during the Plan Year, and was a Highly Compensated
Employee either for the separation year or any Plan Year ending on or after
his 55th birthday. If the former Employee's Separation from Service occurred
prior to January 1, 1987, he is a Highly Compensated Employee only if he
satisfied clause (a) of this Section 1.09 or received Compensation in excess
of $50,000 during: (1) the year of his separation from Service (or the prior
year); or (2) any year ending after his 54th birthday.

1.10 "Participant" is an Employee who is eligible to be and becomes a
Participant in accordance with the provisions of Section 2.01.

1.11 "Beneficiary" is a person designated by a Participant who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes
entitled to a benefit under the Plan remains a Beneficiary under the Plan
until the Trustee has fully distributed his benefit to him. A Beneficiary's
right to (and the Plan Administrator's, the Advisory Committee's or a
Trustee's duty to provide to the Beneficiary) information or data concerning
the Plan does not arise until he first becomes entitled to receive a benefit
under the Plan.

1.12 "Compensation" means, except as provided in the Employer's Adoption
Agreement, the Participant's Earned Income, wages, salaries, fees for
professional service and other amounts received for personal services
actually rendered in the course of employment with the Employer maintaining
the plan (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips and bonuses). The Employer must elect in its
Adoption Agreement whether to include elective contributions in the definition
of Compensation. "Elective contributions" are amounts excludible from the
Employee's gross income under Code Section 125, 402(a)(8), 402(h) or 403(b),
and contributed by the Employer, at the Employee's election, to a Code
Section 401(k) arrangement, a Simplified Employee Pension, cafeteria plan or
tax-sheltered annuity. The term "Compensation" does not include:

(a) Employer contributions (other than "elective contributions," if
includible in the definition of Compensation under Section 1.12 of the
Employer's Adoption Agreement) to a plan of deferred compensation to the
extent the contributions are not included in the gross income of the
Employee for the taxable year in which contributed, on behalf of an
Employee to a Simplified Employee Pension Plan to the extent such
contributions are excludible from the Employee's gross income, and any
distributions from a plan of deferred compensation, regardless of whether
such amounts are includible in the gross income of the Employee when
distributed.

1.03

<PAGE> 35

(b) Amounts realized from the exercise of a non-qualified stock option,
or when restricted stock (or property) held by an Employee either becomes
freely transferable or is no longer subject to a substantial risk of
forfeiture.

(c) Amounts realized from the sale, exchange or other disposition of stock
acquired under a stock option described in Part II, Subchapter D, Chapter
1 of the Code.

(d) Other amounts which receive special tax benefits, such as premiums for
group term life insurance (but only to the extent that the premiums are
not includible in the gross income of the Employee), or contributions made
by an Employer (whether or not under a salary reduction agreement) towards
the purchase of an annuity contract described in Code Section 403(b)
(whether or not the contributions are excludible from the gross income of
the Employee), other than "elective contributions," if elected in the
Employer's Adoption Agreement.

Any reference in this Plan to Compensation is a reference to the
definition in this Section 1.12, unless the Plan reference specifies a
modification to this definition. The Advisory Committee will take into account
only Compensation actually paid for the relevant period. A Compensation
payment includes Compensation by the Employer through another person under the
common paymaster provisions in Code Section Section 3121 and 3306.

(A) LIMITATIONS ON COMPENSATION.

(1) COMPENSATION DOLLAR LIMITATION. For any Plan Year beginning after
December 31, 1988, the Advisory Committee must take into account only
the first $200,000 (or beginning January 1, 1990, such larger amount as the
Commissioner of Internal Revenue may prescribe) of any Participant's
Compensation. For any Plan Year beginning prior to January 1, 1989, this
$200,000 limitation (but not the family aggregation requirement described in
the next paragraph) applies only if the Plan is top heavy for such Plan Year or
operates as a deemed top heavy plan for such Plan Year.

(2) APPLICATION OF COMPENSATION LIMITATION to certain family members. The
$200,000 Compensation limitation applies to the combined Compensation of the
Employee and of any family member aggregated with the Employee under Section
1.09 who is either (i) the Employee's spouse; or (ii) the Employee's lineal
descendant under the age of 19. If, for a Plan Year, the combined Compensation
of the Employee and such family members who are Participants entitled to an
allocation for that Plan Year exceeds the $200,000 (or adjusted) limitation,
"Compensation" for each such Participant, for purposes of the contribution and
allocation provisions of Article III, means his Adjusted Compensation.
Adjusted Compensation is the amount which bears the same ratio to the $200,000
(or adjusted) limitation as the affected Participant's Compensation (without
regard to the $200,000 Compensation limitation) bears to the combined
Compensation of all the affected Participants in the family unit. If the Plan
uses permitted disparity, the Advisory Committee must determine the integration
level of each affected family member Participant prior to the proration of the
$200,000 Compensation limitation, but the combined integration level of the
affected Participants may not exceed $200,000 (or the adjusted limitation).
The combined Excess Compensation of the affected Participants in the family
unit may not exceed $200,000 (or the adjusted limitation) minus the affected
Participants' combined integration level (as determined under the preceding
sentence). If the combined Excess Compensation exceeds this limitation, the
Advisory Committee will prorate the Excess Compensation limitation among the
affected Participants in the family unit in proportion to each such
individual's Adjusted Compensation minus his integration level. If the
Employer's Plan is a Nonstandardized Plan, the Employer may elect to use a
different method in determining the Adjusted Compensation of the affected
Participants by specifying that method in an addendum to the Adoption
Agreement, numbered Section 1.12.

1.04

<PAGE> 36

(B) NONDISCRIMINATION. For purposes of determining whether the Plan
discriminates in favor of Highly Compensated Employees, Compensation means
Compensation as defined in this Section 1.12, except: (1) the Employer may
elect to include or to exclude elective contributions, irrespective of the
Employer's election in its Adoption Agreement regarding elective contributions;
and (2) the Employer will not give effect to any elections made in the
"modifications to Compensation definition" section of Adoption Agreement
Section 1.12. The Employer's election described in clause (1) must be
consistent and uniform with respect to all Employees and all plans of the
Employer for any particular Plan Year. If the Employer's Plan is a
Nonstandardized Plan, the Employer, irrespective of clause (2), may elect to
exclude from this nondiscrimination definition of Compensation any items of
Compensation excludible under Code Section 414(s) and the applicable Treasury
regulations, provided such adjusted definition conforms to the
nondiscrimination requirements of those regulations.

1.13 "Earned Income" means net earnings from self-employment in the trade
or business with respect to which the Employer has established the Plan,
provided personal services of the individual are a material income producing
factor. The Advisory Committee will determine net earnings without regard to
items excluded from gross income and the deductions allocable to those items.
The Advisory Committee will determine net earnings after the deduction allowed
to the Self-Employed Individual for all contributions made by the Employer to a
qualified plan and, for Plan Years beginning after December 31, 1989, the
deduction allowed to the Self-Employed under Code Section 164(f) for
self-employment taxes.

1.14 "Account" means the separate account(s) which the Advisory Committee
or the Trustee maintains for a Participant under the Employer's Plan.

1.15 "Accrued Benefit" means the amount standing in a Participant's
Account(s) as of any date derived from both Employer contributions and Employee
contributions, if any.

1.16 "Nonforfeitable" means a Participant's or Beneficiary's unconditional
claim, legally enforceable against the Plan, to the Participant's Accrued
Benefit.

1.17 "Plan Year" means the fiscal year of the Plan, the consecutive month
period specified in the Employer's Adoption Agreement. The Employer's Adoption
Agreement also must specify the "Limitation Year" applicable to the limitations
on allocations described in Article III. If the Employer maintains Paired
Plans, each Plan must have the same Plan Year.

1.18 "Effective Date" of this Plan is the date specified in the
Employer's Adoption Agreement.

1.19 "Plan Entry Date" means the date(s) specified in Section 2.01 of the
Employer's Adoption Agreement.

1.20 "Accounting Date" is the last day of an Employer's Plan Year. Unless
otherwise specified in the Plan, the Advisory Committee will make all Plan
allocations for a particular Plan Year as of the Accounting Date of that
Plan Year.

1.21 "Trust" means the separate Trust created under the Employer's Plan.

1.22 "Trust Fund" means all property of every kind held or acquired by the
Employer's Plan, other than incidental benefit insurance contracts.

1.23 "Nontransferable Annuity" means an annuity which by its terms
provides that it may not be sold, assigned, discounted, pledged as collateral
for a loan or security for the performance of an obligation or for any purpose
to any person other than the insurance company. If the Plan distributes an
annuity contract, the contract must be a Nontransferable Annuity.

1.05

<PAGE> 37

1.24 "ERISA" means the Employee Retirement Income Security Act of 19-74,
as amended.

1.25 "Code" means the Internal Revenue Code of 1986, as amended.

1.26 "Service" means any period of time the Employee is in the employ
of the Employer, including any period the Employee is on an unpaid leave
of absence authorized by the Employer under a uniform, nondiscriminatory policy
applicable to all Employees. "Separation from Service" means the Employee no
longer has an employment relationship with the Employer maintaining this Plan.

1.27 "Hour of Service" means:

(a) Each Hour of Service for which the Employer, either directly or
indirectly, pays an Employee, or for which the Employee is entitled to
payment, for the performance of duties. The Advisory Committee credits
Hours of Service under this paragraph (a) to the Employee for the
computation period in which the Employee performs the duties, irrespective
of when paid;

(b) Each Hour of Service for back pay, irrespective of mitigation of
damages, to which the Employer has agreed or for which the Employee has
received an award. The Advisory Committee credits Hours of Service under
this paragraph (b) to the Employee for the computation period(s) to which
the award or the agreement pertains rather than for the computation period
in which the award, agreement or payment is made; and

(c) Each Hour of Service for which the Employer, either directly or
indirectly, pays an Employee, or for which the Employee is entitled to
payment (irrespective of whether the employment relationship is
terminated), for reasons other than for the performance of duties during a
computation period, such as leave of absence, vacation, holiday, sick
leave, illness, incapacity (including disability), layoff, jury duty or
military duty. The Advisory Committee will credit no more than 501 Hours
of Service under this paragraph (c) to an Employee on account of any single
continuous period during which the Employee does not perform any duties
(whether or not such period occurs during a single computation period).
The Advisory Committee credits Hours of Service under this paragraph (c) in
accordance with the rules of paragraphs (b) and (c) of Labor Reg. Section
2530.200b-2, which the Plan, by this reference, specifically incorporates
in full within this paragraph (c).

The Advisory Committee will not credit an Hour of Service under more than
one of the above paragraphs. A computation period for purposes of this Section
1.27 is the Plan Year, Year of Service period, Break in Service period or other
period, as determined under the Plan provision for which the Advisory Committee
is measuring an Employee's Hours of Service. The Advisory Committee will
resolve any ambiguity with respect to the crediting of an Hour of Service in
favor of the Employee.

(A) METHOD OF CREDITING HOURS OF SERVICE. The Employer must elect in its
Adoption Agreement the method the Advisory Committee will use in crediting an
Employee with Hours of Service. For purposes of the Plan, "actual" method
means the determination of Hours of Service from records of hours worked and
hours for which the Employer makes payment or for which payment is due from the
Employer. If the Employer --elects to apply an "equivalency" method, for each
equivalency period for which the Advisory Committee would credit the Employee
with at least one Hour of Service, the Advisory Committee will credit the
Employee with: (i) 10 Hours of Service for a daily equivalency; (ii) 45 Hours
of Service for a weekly equivalency; (iii) 95 Hours of Service for a
semimonthly payroll period equivalency; and (iv) 190 Hours of Service for a
monthly equivalency.

(B) MATERNITY/PATERNITY LEAVE. Solely for purposes of determining whether the
Employee incurs a Break in Service under any provision of this Plan, the
Advisory Committee must credit Hours of Service during an Employee's unpaid
absence period due to maternity or paternity leave. The Advisory Committee
considers an Employee on maternity or paternity leave if the Employee's absence
is due to the

1.06

<PAGE> 38

Employee's pregnancy, the birth of the Employee's child, the placement with
the Employee of an adopted child, or the care of the Employee's child
immediately following the child's birth or placement. The Advisory Committee
credits Hours of Service under this paragraph on the basis of the number of
Hours of Service the Employee would receive if he were paid during the absence
period or, if the Advisory Committee cannot determine the number of Hours of
Service the Employee would receive, on the basis of 8 hours per day during the
absence period. The Advisory Committee will credit only the number (not
exceeding 501) of Hours of Service necessary to prevent an Employee's Break in
Service. The Advisory Committee credits all Hours of Service described in this
paragraph to the computation period in which the absence period begins or, if
the Employee does not need these Hours of Service to prevent a Break in Service
in the computation period in which his absence period begins, the Advisory
Committee credits these Hours of Service to the immediately following
computation period.

1.28 "Disability" means the Participant, because of a physical or mental
disability, will be unable to perform the duties of his customary position of
employment (or is unable to engage in any substantial gainful activity) for an
indefinite period which the Advisory Committee considers will be of long
continued duration. A Participant also is disabled if he incurs the permanent
loss or loss of use of a member or function of the body, or is permanently
disfigured, and incurs a Separation from Service. The Plan considers a
Participant disabled on the date the Advisory Committee determines the
Participant satisfies the definition of disability. The Advisory Committee may
require a Participant to submit to a physical examination in order to confirm
disability. The Advisory Committee will apply the provisions of this Section
1.28 in a nondiscriminatory, consistent and uniform manner. If the Employer's
Plan is a Nonstandardized Plan, the Employer may provide an alternate
definition of disability in an addendum to its Adoption Agreement, numbered
Section 1.28.

1.29 SERVICE FOR PREDECESSOR EMPLOYER. If the Employer maintains the plan
of a predecessor employer, the Plan treats service of the Employee with the
predecessor employer as service with the Employer. If the Employer does not
maintain the plan of a predecessor employer, the Plan does not credit service
with the predecessor employer, unless the Employer identifies the predecessor
in its Adoption Agreement and specifies the purposes for which the Plan will
credit service with that predecessor employer.

1.30 RELATED EMPLOYERS. A related group is a controlled group of
corporations (as defined in Code Section 414(b)), trades or businesses (whether
or not incorporated) which are under common control (as defined in Code Section
414(c)) or an affiliated service group (as defined in Code Section 414(m) or in
Code Section 414(o)). If the Employer is a member of a related group, the term
"Employer" includes the related group members for purposes of crediting Hours
of Service, determining Years of Service and Breaks in Service under Articles
II and V, applying the Participation Test and the Coverage Test under Section
3.06(E), applying the limitations on allocations in Part 2 of Article III,
applying the top heavy rules and the minimum allocation requirements of Article
III, the definitions of Employee, Highly Compensated Employee, Compensation and
Leased Employee, and for any other purpose required by the applicable Code
section or by a Plan provision. However, an Employer may contribute to the
Plan only by being a signatory to the Execution Page of the Adoption Agreement
or to a Participation Agreement to the Employer's Adoption Agreement. If one
or more of the Employer's related group members become Participating Employers
by executing a Participation Agreement to the Employer's Adoption Agreement,
the term "Employer" includes the participating related group members for all
purposes of the Plan, and "Plan Administrator" means the Employer that is the
signatory to the Execution Page of the Adoption Agreement.

If the Employer's Plan is a Standardized Plan, all Employees of the
Employer or of any member of the Employer's related group, are eligible
to participate in the Plan, irrespective of whether the related group member
directly employing the Employee is a Participating Employer. If the Employer's
Plan is a Nonstandardized Plan, the Employer must specify in Section 1.07 of its
Adoption Agreement, whether the Employees of related group members that are not
Participating Employers are eligible to participate

1.07

<PAGE> 39

in the Plan. Under a Nonstandardized Plan, the Employer may elect to exclude
from the definition of "Compensation" for allocation purposes any Compensation
received from a related employer that has not executed a Participation
Agreement and whose Employees are not eligible to participate in the Plan.

1.31 LEASED EMPLOYEES. The Plan treats a Leased Employee as an Employee
of the Employer. A Leased Employee is an individual (who otherwise is
not an Employee of the Employer) who, pursuant to a leasing agreement between
the Employer and any other person, has performed services for the Employer (or
for the Employer and any persons related to the Employer within the meaning of
Code Section 144(a)(3)) on a substantially full time basis for at least one year
and who performs services historically performed by employees in the Employer's
business field. If a Leased Employee is treated as an Employee by reason of
this Section 1.31 of the Plan, "Compensation" includes Compensation from the
leasing organization which is attributable to services performed for the
Employer.

(A) SAFE HARBOR PLAN EXCEPTION. The Plan does not treat a Leased Employee as
an Employee if the leasing organization covers the employee in a safe harbor
plan and, prior to application of this safe harbor plan exception, 20% or less
of the Employer's Employees (other than Highly Compensated Employees) are
Leased Employees. A safe harbor plan is a money purchase pension plan
providing immediate participation, full and immediate vesting, and a
nonintegrated contribution formula equal to at least 10% of the employee's
compensation without regard to employment by the leasing organization on a
specified date. The safe harbor plan must determine the 10% contribution
on the basis of compensation as defined in Code Section 415(c)(3) plus elective
contributions (as defined in Section 1.12).

(B) OTHER REQUIREMENTS. The Advisory Committee must apply this Section 1.31 in
a manner consistent with Code Section Section 414(n) and 414(o) and the
regulations issued under those Code sections. The Employer must specify in the
Adoption Agreement the manner in which the Plan will determine the allocation
of Employer contributions and Participant forfeitures on behalf of a
Participant if the Participant is a Leased Employee covered by a plan
maintained by the leasing organization.

1.32 SPECIAL RULES FOR OWNER-EMPLOYEES. The following special provisions
and restrictions apply to Owner-Employees:

(a) If the Plan provides contributions or benefits for an Owner-Employee or
for a group of Owner-Employees who controls the trade or business with respect
to which this Plan is established and the Owner-Employee or Owner-Employees
also control as Owner-Employees one or more other trades or businesses, plans
must cost or be established with respect to all the controlled trades or
businesses so that when the plans are combined they form a single plan which
satisfies the requirements of Code Section 401(a) and Code Section 401(d)
with respect to the employees of the controlled trades or businesses.

(b) The Plan excludes an Owner-Employee or group of Owner-Employees if the
Owner-Employee or group of Owner-Employees controls any other trade or
business, unless the employees of the other controlled trade or business
participate in a plan which satisfies the requirements of Code Section 401(a)
and Code Section 401(d). The other qualified plan must provide contributions
and benefits which are not less favorable than the contributions and benefits
provided for the Owner-Employee or group of Owner-Employees under this Plan,
or if an Owner-Employee is covered under another qualified plan as an
Owner-Employee, then the plan established with respect to the trade or
business he does control must provide contributions or benefits as favorable
as those provided under the most favorable plan of the trade or business he
does not control. If the exclusion of this paragraph (b) applies and the
Employer's Plan is a Standardized Plan, the Employer may not participate or
continue to participate in this Prototype Plan and the Employer's Plan
becomes an individually-designed plan for purposes of qualification reliance.

1.08

<PAGE> 40

(c) For purposes of paragraphs (a) and (b) of this Section 1.32, an
Owner-Employee or group of Owner-Employees controls a trade or business if
the Owner-Employee or Owner-Employees together (1) own the entire interest
in an unincorporated trade or business, or (2) in the case of a
partnership, own more than 50% of either the capital interest or the
profits interest in the partnership.

1.33 DETERMINATION OF TOP HEAVY STATUS. If this Plan is the only qualified
plan maintained by the Employer, the Plan is top heavy for a Plan Year if the
top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio
is a fraction, the numerator of which is the sum of the present value of
Accrued Benefits of all Key Employees as of the Determination Date and the
denominator of which is a similar sum determined for all Employees. The
Advisory Committee must include in the top heavy ratio, as part of the present
value of Accrued Benefits, any contribution not made as of the Determination
Date but includible under Code Section 416 and the applicable Treasury
regulations, and distributions made within the Determination Period. The
Advisory Committee must calculate the top heavy ratio by disregarding the
Accrued Benefit (and distributions, if any, of the Accrued Benefit) of any
Non-Key Employee who was formerly a Key Employee, and by disregarding the
Accrued Benefit (including distributions, if any, of the Accrued Benefit) of an
individual who has not received credit for at least one Hour of Service with
the Employer during the Determination Period. The Advisory Committee must
calculate the top heavy ratio, including the extent to which it must take into
account distributions, rollovers and transfers, in accordance with Code Section
416 and the regulations under that Code section.

If the Employer maintains other qualified plans (including a simplified
employee pension plan), or maintained another such plan which now is
terminated, this Plan is top heavy only if it is part of the Required
Aggregation Group, and the top heavy ratio for the Required Aggregation Group
and for the Permissive Aggregation Group, if any, each exceeds 60%. The
Advisory Committee will calculate the top heavy ratio in the same manner as
required by the first paragraph of this Section 1.33, taking into account all
plans within the Aggregation Group. To the extent the Advisory Committee must
take into account distributions to a Participant, the Advisory Committee must
include distributions from a terminated plan which would have been part of the
Required Aggregation Group if it were in existence on the Determination Date.
The Advisory Committee will calculate the present value of accrued benefits
under defined benefit plans or simplified employee pension plans included
within the group in accordance with the terms of those plans, Code Section 416
and the regulations under that Code section. If a Participant in a defined
benefit plan is a Non-Key Employee, the Advisory Committee will determine his
accrued benefit under the accrual method, if any, which is applicable uniformly
to all defined benefit plans maintained by the Employer or, if there is no
uniform method, in accordance with the slowest accrual rate permitted under the
fractional rule accrual method described in Code Section 411(b)(1)(C). If
the Employer maintains a defined benefit plan, the Employer must specify in
Adoption Agreement Section 3.18 the actuarial assumptions (interest and
mortality only) the Advisory Committee will use to calculate the present value
of benefits from a defined benefit plan. If an aggregated plan does not have a
valuation date coinciding with the Determination Date, the Advisory Committee
must value the Accrued Benefits in the aggregated plan as of the most recent
valuation date falling within the twelve-month period ending on the
Determination Date, except as Code Section 416 and applicable Treasury
regulations require for the first and second plan year of a defined benefit
plan. The Advisory Committee will calculate the top heavy ratio with reference
to the Determination Dates that fall within the same calendar year.

(A) Standardized Plan. If the Employer's Plan is a Standardized Plan, the
Plan operates as a deemed top heavy plan in all Plan Years, except, if
the Standardized Plan includes a Code Section 401(k) arrangement, the Employer
may elect to apply the top heavy requirements only in Plan Years for which the
Plan actually is top heavy. Under a deemed top heavy plan, the Advisory
Committee need not determine whether the Plan actually is top heavy. However,
if the Employer, in Adoption Agreement Section 3.18, elects to override the 100%
limitation, the Advisory Committee will need to determine whether a deemed top
heavy Plan's top heavy ratio for a Plan Year exceeds 90%.

1.09

<PAGE> 41

(B) DEFINITIONS. For purposes of applying the provisions of this Section 1.33:

(1) "Key Employee" means, as of any Determination Date, any Employee or
former Employee (or Beneficiary of such Employee) who, for any Plan Year in
the Determination Period: (i) has Compensation in excess of 50% of the
dollar amount prescribed in Code Section 415(b)(1)(A) (relating to defined
benefit plans) and is an officer of the Employer; (ii) has Compensation in
excess of the dollar amount prescribed in Code Section 415(c)(1)(A)
(relating to defined contribution plans) and is one of the Employees owning
the ten largest interests in the Employer; (iii) is a more than 5% owner of
the Employer; or (iv) is a more than 1% owner of the Employer and has
Compensation of more than $150,000. The constructive ownership rules of
Code Section 318 (or the principles of that section, in the case of an
unincorporated Employer,) will apply to determine ownership in the,
Employer. The number of officers taken into account under clause (i) will
not exceed the greater of 3 or 10% of the total number (after application
of the Code Section 414(q) exclusions) of Employees, but no more than 50
officers. The Advisory Committee will make the determination of who is a
Key Employee in accordance with Code Section 416(i)(1) and the regulations
under that Code section.

(2) "Non-Key Employee" is an employee who does not meet the definition of
Key Employee.

(3) "Compensation" means Compensation as determined under Section 1.09 for
purposes of identifying Highly Compensated Employees.

(4) "Required Aggregation Group" means: (i) each qualified plan of the
Employer in which at least one Key Employee participates at any time during
the Determination Period; and (ii) any other qualified plan of the Employer
which enables a plan described in clause (i) to meet the requirements of
Code Section 401(a)(4) or of Code Section 410.

(5) "Permissive Aggregation Group" is the Required Aggregation Group plus
any other qualified plans maintained by the Employer, but only if such
group would satisfy in the aggregate the requirements of Code Section
401(a)(4) and of Code Section 410. The Advisory Committee will determine
the Permissive Aggregation Group.

(6) "Employer" means the Employer that adopts this Plan and any related
employers described in Section 1.30.

(7) "Determination Date" for any Plan Year is the Accounting Date of the
preceding Plan Year or, in the case of the first Plan Year of the Plan, the
Accounting Date of that Plan Year. The "Determination Period" is the 5
year period ending on the Determination Date.

1.34 "Paired Plans" means the Employer has adopted two Standardized Plan
Adoption Agreements offered with this Prototype Plan, one Adoption Agreement
being a Paired Profit Sharing Plan and one Adoption Agreement being a Paired
Pension Plan. A Paired Profit Sharing Plan may include a Code Section 401(k)
arrangement. A Paired Pension Plan must be a money purchase pension plan or a
target benefit pension plan. Paired Plans must be the subject of a favorable
opinion letter issued by the National Office of the Internal Revenue Service.
This Prototype Plan does not pair any of its Standardized Plan Adoption
Agreements with Standardized Plan Adoption Agreements under a defined benefit
prototype plan.

* * * * * * * * * * * * * * * *

1.10

<PAGE> 42

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY. Each Employee becomes a Participant in the Plan in
accordance with the participation option selected by the Employer in its
Adoption Agreement. If this Plan is a restated Plan, each Employee who was a
Participant in the Plan on the day before the Effective Date continues as a
Participant in the Plan, irrespective of whether he satisfies the participation
conditions in the restated Plan, unless otherwise provided in the Employer's
Adoption Agreement.

2.02 YEAR OF SERVICE - PARTICIPATION. For purposes of an Employee's
participation in the Plan under Adoption Agreement Section 2.01, the Plan takes
into account all of his Years of Service with the Employer, except as provided
in Section 2.03. "Year of Service" means an eligibility computation period
during which the Employee completes not less than the number of Hours of
Service specified in the Employer's Adoption Agreement. The initial
eligibility computation period is the first 12 consecutive month period
measured from the Employment Commencement Date. The Plan measures succeeding
eligibility computation periods in accordance with the option selected by the
Employer in its Adoption Agreement. If the Employer elects to measure
subsequent periods on a Plan Year basis, an Employee who receives credit for
the required number of Hours of service during the initial eligibility
computation period and during the first applicable Plan Year will receive
credit for two Years of Service under Article II. "Employment Commencement Date"
means the date on which the Employee first performs an Hour of Service for the
Employer. If the Employer elects a service condition under Adoption Agreement
Section 2.01 based on months, the Plan does not apply any Hour of Service
requirement after the completion of the first Hour of Service.

2.03 BREAK IN SERVICE-PARTICIPATION. An Employee incurs a "Break in
Service" if during any 12 consecutive month period he does not complete more
than 500 Hours of Service with the Employer. The "12 consecutive month period"
under this Section 2.03 is the same 12 consecutive month period for which the
Plan measures "Years of Service" under Section 2.02.

(A) 2-YEAR ELIGIBILITY. If the Employer elects a 2 years of service
condition for eligibility purposes under Adoption Agreement Section 2.01, the
Plan treats an Employee who incurs a one year Break in Service and who has
never become a Participant as a new Employee on the date he first performs an
Hour of Service for the Employer after the Break in Service.

(B) SUSPENSION OF YEARS OF SERVICE. The Employer must elect in its
Adoption Agreement whether a Participant will incur a suspension of Years of
Service after incurring a one year Break in Service. If this rule applies
under the Employer's Plan, the Plan disregards a Participant's Year of Service
(as defined in Section 2.02) earned prior to a Break in Service until the
Participant completes another Year of Service and the Plan suspends the
Participant's participation in the Plan. If the Participant completes a Year
of Service following his Break in Service, the Plan restores that Participant's
pre-Break Years of Service (and the Participant resumes active participation in
the Plan) retroactively to the first day of the computation period in which the
Participant earns the first post-Break Year of Service. The initial
computation period under this Section 2.03(B) is the 12 consecutive month
period measured from the date the Participant first receives credit for an Hour
of Service following the one year Break in Service period. The Plan measures
any subsequent periods, if necessary, in a manner consistent with the
computation period selection in Adoption Agreement Section 2.02. This Section
2.03(B) does not affect a Participant's vesting credit under Article V and,
during a suspension period, the Participant's Account continues to share fully
in Trust Fund allocations under Section 9.11. Furthermore, this Section 2.03(B)
will not result in the restoration of any Year of Service disregarded under the
Break in Service rule of Section 2.03(A).

2.01

<PAGE> 43

2.04 PARTICIPATION UPON RE-EMPLOYMENT. A Participant whose employment
with the Employer terminates will re-enter the Plan as a Participant on the
date of his re-employment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). An Employee who satisfies the Plan's eligibility
conditions but who terminates employment with the Employer prior to becoming a
Participant will become a Participant on the later of the Plan Entry Date on
which he would have entered the Plan had he not terminated employment or the
date of his re-employment, subject to the Break in Service rule, if applicable,
under Section 2.03(B). Any Employee who terminates employment prior to
satisfying the Plan's eligibility conditions becomes a Participant in
accordance with Adoption Agreement Section 2.01.

2.05 CHANGE IN EMPLOYEE STATUS. If a Participant has not incurred a
Separation from Service but ceases to be eligible to participate in the Plan,
by reason of employment within an employment classification excluded by the
Employer under Adoption Agreement Section 1.07, the Advisory Committee must
treat the Participant as an Excluded Employee during the period such a
Participant is subject to the Adoption Agreement exclusion. The Advisory
Committee determines a Participant's sharing in the allocation of Employer
contributions and Participant forfeitures, if applicable, by disregarding his
Compensation paid by the Employer for services rendered in his capacity as an
Excluded Employee. However, during such period of exclusion, the Participant,
without regard to employment classification, continues to receive credit for
vesting under Article V for each included Year of Service and the Participant's
Account continues to share fully in Trust Fund allocations under Section 9.11.

If an Excluded Employee who is not a Participant becomes eligible to
participate in the Plan by reason of a change in employment classification, he
will participate in the Plan immediately if he has satisfied the eligibility
conditions of Section 2.01 and would have been a Participant had he not been an
Excluded Employee during his period of Service. Furthermore, the Plan takes
into account all of the Participant's included Years of Service with the
Employer as an Excluded Employee for purposes of vesting credit under Article
V.

2.06 ELECTION NOT TO PARTICIPATE. If the Employer's Plan is a
Standardized Plan, the Plan does not permit an otherwise eligible Employee nor
any Participant to elect not to participate in the Plan. If the Employer's
Plan is a Nonstandardized Plan, the Employer must specify in its Adoption
Agreement whether an Employee eligible to participate, or any present
Participant, may elect not to participate in the Plan. For an election to be
effective for a particular Plan Year, the Employee or Participant must file the
election in writing with the Plan Administrator not later than the time
specified in the Employer's Adoption Agreement. The Employer may not make a
contribution under the Plan for the Employee or for the Participant for the
Plan Year for which the election is effective, nor for any succeeding Plan
Year, unless the Employee or Participant re-elects to participate in the Plan.
After an Employee's or Participant's election not to participate has been
effective for at least the minimum period prescribed by the Employer's Adoption
Agreement, the Employee or Participant may re-elect to participate in the Plan
for any Plan Year and subsequent Plan Years. An Employee or Participant may
re-elect to participate in the Plan by filing his election in writing with the
Plan Administrator not later than the time specified in the Employer's Adoption
Agreement. An Employee or Participant who re-elects to participate may again
elect not to participate only as permitted in the Employer's Adoption
Agreement. If an Employee is a Self-Employed Individual, the Employee's
election (except as permitted by Treasury regulations without creating a Code
Section 401(k) arrangement with respect to that Self-Employed Individual) must
be effective no later than the date the Employee first would become a
Participant in the Plan and the election is irrevocable. The Plan
Administrator must furnish an Employee or a Participant any form required for
purposes of an election under this Section 2.06. An election timely filed is
effective for the entire Plan Year.

2.02

<PAGE> 44

A Participant who elects not to participate may not receive a
distribution of his Accrued Benefit attributable either to Employer or to
Participant contributions except as provided under Article IV or under Article
VI. However, for each Plan Year for which a Participant's election not to
participate is effective, the Participant's Account, if any, continues to share
in Trust Fund allocations under Article IX. Furthermore, the Employee or the
Participant receives vesting credit under Article V for each included Year of
Service during the period the election not to participate is effective.

* * * * * * * * * * * * * * * *

2.03

<PAGE> 45

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

PART 1. AMOUNT OF EMPLOYER CONTRIBUTIONS AND PLAN ALLOCATIONS: SECTIONS 3.01
THROUGH 3.06

3.01 AMOUNT. For each Plan Year, the Employer contributes to the Trust
the amount determined by application of the contribution option selected by the
Employer in its Adoption Agreement. The Employer may not make a contribution
to the Trust for any Plan Year to the extent the contribution would exceed the
Participants' Maximum Permissible Amounts.

The Employer contributes to this Plan on the condition its contribution is
not due to a mistake of fact and the Revenue Service will not disallow the
deduction for its contribution. The Trustee, upon written request from the
Employer, must return to the Employer the amount of the Employer's contribution
made by the Employer by mistake of fact or the amount of the Employer's
contribution disallowed as a deduction under Code Section 404. The Trustee
will not return any portion of the Employer's contribution under the provisions
of this paragraph more than one year after:

(a) The Employer made the contribution by mistake of fact; or

(b) The disallowance of the contribution as a deduction, and then, only to
the extent of the disallowance.

The Trustee will not increase the amount of the Employer contribution
returnable under this Section 3.01 for any earnings attributable to the
contribution, but the Trustee will decrease the Employer contribution
returnable for any losses attributable to it. The Trustee may require the
Employer to furnish it whatever evidence the Trustee deems necessary to enable
the Trustee to confirm the amount the Employer has requested be returned is
properly returnable under ERISA.

3.02 DETERMINATION OF CONTRIBUTION. The Employer, from its records,
determines the amount of any contributions to be made by it to the Trust under
the terms of the Plan.

3.03 TIME OF PAYMENT OF CONTRIBUTION. The Employer may pay its
contribution for each Plan Year in one or more installments without interest.
The Employer must make its contribution to the Plan within the time prescribed
by the Code or applicable Treasury regulations. Subject to the consent of the
Trustee, the Employer may make its contribution in property rather than in
cash, provided the contribution of property is not a prohibited transaction
under the Code or under ERISA.

3.04 CONTRIBUTION ALLOCATION.

(A) METHOD OF ALLOCATION. The Employer must specify in its Adoption Agreement
the manner of allocating each annual Employer contribution to this Trust.

(B) TOP HEAVY MINIMUM ALLOCATION. The Plan must comply with the provisions of
this Section 3.04(B), subject to the elections in the Employer's Adoption
Agreement.

(1) TOP HEAVY MINIMUM ALLOCATION UNDER STANDARDIZED PLAN. Subject to the
Employer's election under Section 3.04(B)(3), the top heavy minimum allocation
requirement applies to a Standardized Plan for each Plan Year, irrespective of
whether the Plan is top heavy.

3.01

<PAGE> 46

(a) Each Participant employed by the Employer on the last day of the Plan
Year will receive a top heavy minimum allocation for that Plan Year.
The Employer may elect in Section 3.04 of its Adoption Agreement to apply
this paragraph (a) only to a Participant who is a Non-Key Employee.

(b) Subject to any overriding elections in Section 3.18 of the
Employer's Adoption Agreement, the top heavy minimum allocation is the
lesser of 3% of the Participant's Compensation for the Plan Year or the
highest contribution rate for the Plan Year made on behalf of any
Participant for the Plan Year. However, if the Employee participates in
Paired Plans, the top heavy minimum allocation is 3% of his
Compensation. If, under Adoption Agreement Section 3.04, the Employer
elects to apply paragraph (a) only to a Participant who is a Non-Key
Employee, the Advisory Committee will determine the "highest
contribution rate" described in the first sentence of this paragraph (b)
by reference only to the contribution rates of Participants who are Key
Employees for the Plan Year.

(2) TOP HEAVY MINIMUM ALLOCATION UNDER NONSTANDARDIZED PLAN. The top heavy
minimum allocation requirement applies to a Nonstandardized Plan only in Plan
Years for which the Plan is top heavy. Except as provided in the Employer's
Adoption Agreement, if the Plan is top heavy in any Plan Year:

(a) Each Non-Key Employee who is a Participant and is employed by the
Employer on the last day of the Plan Year will receive a top heavy
minimum allocation for that Plan Year, irrespective of whether he
satisfies the Hours of Service condition under Section 3.06 of the
Employer's Adoption Agreement; and

(b) The top heavy minimum allocation is the lesser of 3% of the Non-Key
Employee's Compensation for the Plan Year or the highest contribution
rate for the Plan Year made on behalf of any Key Employee. However, if
a defined benefit plan maintained by the Employer which benefits a Key
Employee depends on this Plan to satisfy the antidiscrimination rules of
Code Section 401(a)(4) or the coverage rules of Code Section 410 (or
another plan benefiting the Key Employee so depends on such defined
benefit plan), the top heavy minimum allocation is 3% of the Non-Key
Employee's Compensation regardless of the contribution rate for the Key
Employees.

(3) SPECIAL ELECTION FOR STANDARDIZED CODE Section 401(K) PLAN. If the
Employer's Plan is a Standardized Code Section 401(k) Plan, the Employer may
elect in Adoption Agreement Section 3.04 to apply the top heavy minimum
allocation requirements of Section 3.04(B)(1) only for Plan Years in which the
Plan actually is a top heavy plan.

(4) SPECIAL DEFINITIONS. For purposes of this Section 3.04(B), the term
"Participant" includes any Employee otherwise eligible to participate in the
Plan but who is not a Participant because of his Compensation level or because
of his failure to make elective deferrals under a Code Section 401(k)
arrangement or because of his failure to make mandatory contributions. For
purposes of subparagraph (1)(b) or (2)(b), "Compensation" means Compensation as
defined in Section 1.12, except Compensation does not include elective
contributions, irrespective of whether the Employer has elected to include
these amounts in Section 1.12 of its Adoption Agreement, any exclusion selected
in Section 1.12 of the Adoption Agreement (other than the exclusion of elective
contributions) does not apply, and any modification to the definition of
Compensation in Section 3.06 does not apply.

(5) DETERMINING CONTRIBUTION RATES. For purposes of this Section 3.04(B),
a Participant's contribution rate is the sum of all Employer contributions (not
including Employer contributions to Social Security) and forfeitures allocated
to the Participant's Account for the Plan Year divided by his Compensation for
the entire Plan Year. However, for purposes of satisfying a Participant's top
heavy minimum allocation in Plan Years beginning after December 31, 1988, the
Participant's contribution rate does not include

3.02

<PAGE> 47

any elective contributions under a Code Section 401(k) arrangement nor any
Employer matching contributions allocated on the basis of those elective
contributions or on the basis of employee contributions, except a
Nonstandardized Plan may include in the contribution rate any matching
contributions not necessary to satisfy the nondiscrimination requirements of
Code Section 401(k) or of Code Section 401(m).

If the Employee is a Participant in Paired Plans, the Advisory Committee
will consider the Paired Plans as a single Plan to determine a Participant's
contribution rate and to determine whether the Plans satisfy this top heavy
minimum allocation requirement. To determine a Participant's contribution rate
under a Nonstandardized Plan, the Advisory Committee must treat all qualified
top heavy defined contribution plans maintained by the Employer (or by any
related Employers described in Section 1.30) as a single plan.

(6) NO ALLOCATIONS. If, for a Plan Year, there are no allocations of
Employer contributions or forfeitures for any Participant (for purposes of
Section 3.04 (B)(1)(b)) or for any Key Employee (for purposes of Section
3.04(B)(2)(b)), the Plan does not require any top heavy minimum allocation for
the Plan Year, unless a top heavy minimum allocation applies because of the
maintenance by the Employer of more than one plan.

(7) ELECTION OF METHOD. The Employer must specify in its Adoption
Agreement the manner in which the Plan will satisfy the top heavy minimum
allocation requirement.

(a) If the Employer elects to make any necessary additional contribution
to this Plan, the Advisory Committee first will allocate the Employer
contributions (and Participant forfeitures, if any) for the Plan Year in
accordance with the provisions of Adoption Agreement Section 3.04. The
Employer then will contribute an additional amount for the Account of any
Participant entitled under this Section 3.04(B) to a top heavy minimum
allocation and whose contribution rate for the Plan Year, under this
Plan and any other plan aggregated under paragraph (5), is less than
the top heavy minimum allocation. The additional amount is the amount
necessary to increase the Participant's contribution rate to the top heavy
minimum allocation. The Advisory Committee will allocate the additional
contribution to the Account of the Participant on whose behalf the
Employer makes the contribution.

(b) If the Employer elects to guarantee the top heavy minimum
allocation under another plan, this Plan does not provide the top heavy
minimum allocation and the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) under the Plan solely
in accordance with the allocation method selected under Adoption Agreement
Section 3.04.

3.05 FORFEITURE ALLOCATION. The amount of a Participant's Accrued Benefit
forfeited under the Plan is a Participant forfeiture. The Advisory Committee
will allocate Participant forfeitures in the manner specified by the Employer
in its Adoption Agreement. The Advisory Committee will continue to hold the
undistributed, non-vested portion of a terminated Participant's Accrued Benefit
in his Account solely for his benefit until a forfeiture occurs at the time
specified in Section 5.09 or if applicable, until the time specified in Section
9.14. Except as provided under Section 5.04, a Participant will not share in
the allocation of a forfeiture of any portion of his Accrued Benefit.

3.06 ACCRUAL OF BENEFIT. The Advisory Committee will determine the
accrual of benefit (Employer contributions and Participant forfeitures) on the
basis of the Plan Year in accordance with the Employer's elections in its
Adoption Agreement.

(A) COMPENSATION TAKEN INTO ACCOUNT. The Employer must specify in its Adoption
Agreement the Compensation the Advisory Committee is to take into account in
allocating an Employer contribution to a Participant's Account for the Plan
Year in which the Employee first becomes a Participant. For all other Plan
Years, the Advisory Committee will take into account only the Compensation
determined for the portion of the Plan Year in which the Employee actually is a
Participant. The Advisory Committee

3.03

<PAGE> 48

must take into account the Employee's entire Compensation for the Plan Year to
determine whether the Plan satisfies the top heavy minimum allocation
requirement of Section 3.04(B). The Employer, in an addendum to its Adoption
Agreement numbered 3.06(A), may elect to measure Compensation for the Plan Year
for allocation purposes on the basis of a specified period other than the Plan
Year.

(B) HOURS OF SERVICE REQUIREMENT. Subject to the applicable minimum allocation
requirement of Section 3.04, the Advisory Committee will not allocate any
portion of an Employer contribution for a Plan Year to any Participant's
Account if the Participant does not complete the applicable minimum Hours of
Service requirement specified in the Employer's Adoption Agreement.

(C) EMPLOYMENT REQUIREMENT. If the Employer's Plan is a Standardized Plan, a
Participant who, during a particular Plan Year, completes the accrual
requirements of Adoption Agreement Section 3.06 will share in the allocation of
Employer contributions for that Plan Year without regard to whether he is
employed by the Employer on the Accounting Date of that Plan Year. If the
Employer's Plan is a Nonstandardized Plan, the Employer must specify in its
Adoption Agreement whether the Participant will accrue a benefit if he is not
employed by the Employer on the Accounting Date of the Plan Year. If the
Employer's Plan is a money purchase plan or a target benefit plan, whether
Nonstandardized or Standardized, the Plan conditions benefit accrual on
employment with the Employer on the last day of the Plan Year for the Plan
Year in which the Employer terminates the Plan.

(D) OTHER REQUIREMENTS. If the Employer's Adoption Agreement includes options
for other requirements affecting the Participant's accrual of benefits under
the Plan, the Advisory Committee will apply this Section 3.06 in accordance
with the Employer's Adoption Agreement selections.

(E) SUSPENSION OF ACCRUAL REQUIREMENTS UNDER NONSTANDARDIZED PLAN. If the
Employer's Plan is a Nonstandardized Plan, the Employer may elect in its
Adoption Agreement to suspend the accrual requirements elected under Adoption
Agreement Section 3.06 if, for any Plan Year beginning after December 31, 1989,
the Plan fails to satisfy the Participation Test or the Coverage Test. A Plan
satisfies the Participation Test if, on each day of the Plan Year, the number
of Employees who benefit under the Plan is at least equal to the lesser of 50
or 40% of the total number of Includible Employees as of such day. A Plan
satisfies the Coverage Test if, on the last day of each quarter of the Plan
Year, the number of Nonhighly Compensated Employees who benefit under the Plan
is at least equal to 70% of the total number of Includible Nonhighly
Compensated Employees as of such day. "Includible" Employees are all Employees
other than: (1) those Employees excluded from participating in the Plan for the
entire Plan Year by reason of the collective bargaining unit exclusion or the
nonresident alien exclusion under Adoption Agreement Section 1.07 or by reason
of the participation requirements of Sections 2.01 and 2.03; and (2) any
Employee who incurs a Separation from Service during the Plan Year and fails to
complete at least 501 Hours of Service for the Plan Year. A "Nonhighly
Compensated Employee" is an Employee who is not a Highly Compensated Employee
and who is not a family member aggregated with a Highly Compensated Employee
pursuant to Section 1.09 of the Plan.

For purposes of the Participation Test and the Coverage Test, an Employee
is benefiting under the Plan on a particular date if, under Adoption Agreement
Section 3.04, he is entitled to an allocation for the Plan Year. Under the
Participation Test, when determining whether an Employee is entitled to an
allocation under Adoption Agreement Section 3.04, the Advisory Committee will
disregard any allocation required solely by reason of the top heavy minimum
allocation, unless the top heavy minimum allocation is the only allocation made
under the Plan for the Plan Year.

If this Section 3.06(E) applies for a Plan Year, the Advisory Committee
will suspend the accrual requirements for the Includible Employees who are
Participants, beginning first with the Includible Employee(s) employed with the
Employer on the last day of the Plan Year, then the Includible Employee(s) who
have the latest Separation from Service during the Plan Year, and continuing to
suspend in descending order the accrual requirements for each Includible
Employee who incurred an

3.04

<PAGE> 49

earlier Separation from Service, from the latest to the earliest Separation
from Service date, until the Plan satisfies both the Participation Test and the
Coverage Test for the Plan Year. If two or more Includible Employees have a
Separation from Service on the same day, the Advisory Committee will suspend
the accrual requirements for all such Includible Employees, irrespective of
whether the Plan can satisfy the Participation Test and the Coverage Test by
accruing benefits for fewer than all such Includible Employees. If the Plan
suspends the accrual requirements for an Includible Employee, that Employee
will share in the allocation of Employer contributions and Participant
forfeitures, if any, without regard to the number of Hours of Service he has
earned for the Plan Year and without regard to whether he is employed by the
Employer on the last day of the Plan Year. If the Employer's Plan includes
Employer matching contributions subject to Code Section 401(m), this suspension
of accrual requirements applies separately to the Code Section 401(m) portion
of the Plan, and the Advisory Committee will treat an Employee as benefiting
under that portion of the Plan if he is an Eligible Employee for purposes of
the Code Section 401(m) nondiscrimination test. The Employer may modify the
operation of this Section 3.06(E) by electing appropriate modifications in
Section 3.06 of its Adoption Agreement.

Part 2. LIMITATIONS ON ALLOCATIONS: SECTIONS 3.07 THROUGH 3.19

[Note: Sections 3.07 through 3.10 apply only to Participants in this Plan
who do not participate, and who have never participated, in another qualified
plan or in a welfare benefit fund (as defined in Code Section 419(e))
maintained by the Employer.]

3.07 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may
not exceed the Maximum Permissible Amount. If the amount the Employer
otherwise would contribute to the Participant's Account would cause the Annual
Additions for the Limitation Year to exceed the Maximum Permissible Amount, the
Employer will reduce the amount of its contribution so the Annual Additions for
the Limitation Year will equal the Maximum Permissible Amount. If an
allocation of Employer contributions, pursuant to Section 3.04, would result in
an Excess Amount (other than an Excess Amount resulting from the circumstances
described in Section 3.10) to the Participant's Account, the Advisory Committee
will reallocate the Excess Amount to the remaining Participants who are
eligible for an allocation of Employer contributions for the Plan Year in which
the Limitation Year ends. The Advisory Committee will make this reallocation
on the basis of the allocation method under the Plan as if the Participant
whose Account otherwise would receive the Excess Amount is not eligible for an
allocation of Employer contributions.

3.08 Prior to the determination of the Participant's actual Compensation
for a Limitation Year, the Advisory Committee may determine the Maximum
Permissible Amount on the basis of the Participant's estimated annual
Compensation for such Limitation Year. The Advisory Committee must make this
determination on a reasonable and uniform basis for all Participants similarly
situated. The Advisory Committee must reduce any Employer contributions
(including any allocation of forfeitures) based on estimated annual
Compensation by any Excess Amounts carried over from prior years.

3.09 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the Maximum Permissible
Amount for such Limitation Year on the basis of the Participant's actual
Compensation for such Limitation Year.

3.10 If, pursuant to Section 3.09, or because of the allocation of
forfeitures, there is an Excess Amount with respect to a Participant for a
Limitation Year, the Advisory Committee will dispose of such Excess Amount as
follows:

(a) The Advisory Committee will return any nondeductible voluntary Employee
contributions to the Participant to the extent the return would reduce the
Excess Amount.

3.05

<PAGE> 50

(b) If, after the application of paragraph (a), an Excess Amount still
exists, and the Plan covers the Participant at the end of the Limitation
Year, then the Advisory Committee will use the Excess Amount(s) to reduce
future Employer contributions (including any allocation of forfeitures) under
the Plan for the next Limitation Year and for each succeeding Limitation
Year, as is necessary, for the Participant. If the Employer's Plan is a
profit sharing plan, the Participant may elect to limit his Compensation for
allocation purposes to the extent necessary to reduce his allocation for the
Limitation Year to the Maximum Permissible Amount and eliminate the Excess
Amount.

(c) If, after the application of paragraph (a), an Excess Amount still
exists, and the Plan does not cover the Participant at the end of the
Limitation Year, then the Advisory Committee will hold the Excess Amount
unallocated in a suspense account. The Advisory Committee will apply the
suspense account to reduce Employer Contributions (including allocation of
forfeitures) for all remaining Participants in the next Limitation Year, and
in each succeeding Limitation Year if necessary. Neither the Employer nor
any Employee may contribute to the Plan for any Limitation Year in which the
Plan is unable to allocate fully a suspense account maintained pursuant to
this paragraph (c).

(d) The Advisory Committee will not distribute any Excess Amount(s) to
Participants or to former Participants.

[Note: Sections 3.11 through 3.16 apply only to Participants who, in addition
to this Plan, participate in one or more plans (including Paired Plans), all of
which are qualified Master or Prototype defined contribution plans or welfare
benefit funds (as defined in Code Section 419(e)) maintained by the Employer
during the Limitation Year.]

3.11 The amount of Annual Additions which the Advisory Committee may
allocate under this Plan on a Participant's behalf for a Limitation Year may
not exceed the Maximum Permissible Amount, reduced by the sum of any
Annual Additions allocated to the Participant's Accounts for the same
Limitation Year under this Plan and such other defined contribution plan. If
the amount the Employer otherwise would contribute to the Participant's Account
under this Plan would cause the Annual Additions for the Limitation Year to
exceed this limitation, the Employer will reduce the amount of its contribution
so the Annual Additions under all such plans for the Limitation Year will equal
the Maximum Permissible Amount. If an allocation of Employer contributions,
pursuant to Section 3.04, would result in an Excess Amount (other than an
Excess Amount resulting from the circumstances described in Section 3.10) to
the Participant's Account, the Advisory Committee will reallocate the Excess
Amount to the remaining Participants who are eligible for an allocation of
Employer contributions for the Plan Year in which the Limitation Year ends.
The Advisory Committee will make this reallocation on the basis of the
allocation method under the Plan as if the Participant whose Account otherwise
would receive the Excess Amount is not eligible for an allocation of Employer
contributions.

3.12 Prior to the determination of the Participant's actual Compensation
for the Limitation Year, the Advisory Committee may determine the
amounts referred to in 3.11 above on the basis of the Participant's estimated
annual Compensation for such Limitation Year. The Advisory Committee will make
this determination on a reasonable and uniform basis for all Participants
similarly situated. The Advisory Committee must reduce any Employer
contribution (including allocation of forfeitures) based on estimated annual
Compensation by any Excess Amounts carried over from prior years.

3.13 As soon as is administratively feasible after the end of the
Limitation Year, the Advisory Committee will determine the amounts referred to
in 3.11 on the basis of the Participant's actual Compensation for such
Limitation Year.

3.06

<PAGE> 51

3.14 If pursuant to Section 3.13, or because of the allocation of
forfeitures, a Participant's Annual Additions under this Plan and all such
other plans result in an Excess Amount, such Excess Amount will consist of the
Amounts last allocated. The Advisory Committee will determine the Amounts last
allocated by treating the Annual Additions attributable to a welfare benefit
fund as allocated first, irrespective of the actual allocation date under the
welfare benefit fund.

3.15 The Employer must specify in its Adoption Agreement the Excess Amount
attributed to this Plan, if the Advisory Committee allocates an Excess Amount
to a Participant on an allocation date of this Plan which coincides with an
allocation date of another plan.

3.16 The Advisory Committee will dispose of any Excess Amounts attributed
to this Plan as provided in Section 3.10.

[Note: Section 3.17 applies only to Participants who, in addition to this
Plan, participate in one or more qualified plans which are qualified defined
contribution plans other than a Master or Prototype plan maintained by the
Employer during the Limitation Year.]

3.17 SPECIAL ALLOCATION LIMITATION. The amount of Annual Additions which
the Advisory Committee may allocate under this Plan on behalf of any
Participant are limited in accordance with the provisions of Section 3.11
through 3.16, as though the other plan were a Master or Prototype plan, unless
the Employer provides other limitations in an addendum to the Adoption
Agreement, numbered Section 3.17.

3.18 DEFINED BENEFIT PLAN LIMITATION. If the Employer maintains a defined
benefit plan, or has ever maintained a defined benefit plan which the Employer
has terminated, then the sum of the defined benefit plan fraction and the
defined contribution plan fraction for any Participant for any Limitation Year
must not exceed 1.0. The Employer must provide in Adoption Agreement Section
3.18 the manner in which the Plan will satisfy this limitation. The Employer
also must provide in its Adoption Agreement Section 3.18 the manner in which
the Plan will satisfy the top heavy requirements of Code Section 416 after
taking into account the existence (or prior maintenance) of the defined benefit
plan.

3.19 DEFINITIONS - ARTICLE III. For purposes of Article III, the following
terms mean:

(a) "Annual Addition" - The sum of the following amounts allocated on behalf
of a Participant for a Limitation Year, of (i) all Employer contributions;
(ii) all forfeitures; and (iii) all Employee contributions. Except to the
extent provided in Treasury regulations, Annual Additions include excess
contributions described in Code Section 401(k), excess aggregate
contributions described in Code Section 401(m) and excess deferrals
described in Code Section 402(g), irrespective of whether the plan
distributes or forfeits such excess amounts. Annual Additions also include
Excess Amounts reapplied to reduce Employer contributions under Section
3.10. Amounts allocated after March 31, 1984, to an individual medical
account (as defined in Code Section 415(l)(2)) included as part of a defined
benefit plan maintained by the Employer are Annual Additions. Furthermore,
Annual Additions include contributions paid or accrued after December 31,
1985, for taxable years ending after December 31, 1985, attributable to
post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code Section 419A(d)(3)) under a welfare benefit
fund (as defined in Code Section 419(e)) maintained by the Employer.

(b) "Compensation" - For purposes of applying the limitations of Part 2 of
this Article III, "Compensation" means Compensation as defined in Section
1.12, except Compensation does not include elective contributions,
irrespective of whether the Employer has elected to include these amounts as
Compensation under Section 1.12 of its Adoption Agreement, and any exclusion
selected in Section 1.12 of the Adoption Agreement (other than the exclusion
of elective contributions) does not apply.

3.07

<PAGE> 52

(c) "Employer" - The Employer that adopts this Plan and any related
employers described in Section 1.30. Solely for purposes of applying the
limitations of Part 2 of this Article III, the Advisory Committee will
determine related employers described in Section 1.30 by modifying Code
Sections 414(b) and (c) in accordance with Code Section 415(h).

(d) "Excess Amount" - The excess of the Participant's Annual Additions for
the Limitation Year over the Maximum Permissible Amount.

(e) "Limitation Year" - The period selected by the Employer under Adoption
Agreement Section 1.17. All qualified plans of the Employer must use the same
Limitation Year. If the Employer amends the Limitation Year to a different
12 consecutive month period, the new Limitation Year must begin on a date
within the Limitation Year for which the Employer makes the amendment,
creating a short Limitation Year.

(f) "Master or Prototype Plan" - A plan the form of which is the subject of a
favorable notification letter or a favorable opinion letter from the Internal
Revenue Service.

(g) "Maximum Permissible Amount" - The lesser of (i) $30,000 (or, if greater,
one-fourth of the defined benefit dollar limitation under Code Section
415(b)(1)(A)), or (ii) 25% of the Participant's Compensation for the
Limitation Year. If there is a short Limitation Year because of a change in
Limitation Year, the Advisory Committee will multiply the $30,000 (or
adjusted) limitation by the following fraction:

Number of months in the short Limitation Year
---------------------------------------------
12

(h) "Defined contribution plan" - A retirement plan which provides for an
individual account for each participant and for benefits based solely on the
amount contributed to the participant's account, and any income, expenses,
gains and losses, and any forfeitures of accounts of other participants which
the plan may allocate to such participant's account. The Advisory Committee
must treat all defined contribution plans (whether or not terminated)
maintained by the Employer as a single plan. Solely for purposes of the
limitations of Part 2 of this Article II, the Advisory Committee will treat
employee contributions made to a defined benefit plan maintained by the
Employer as a separate defined contribution plan. The Advisory Committee
also will treat as a defined contribution plan an individual medical account
(as defined in Code Section 415(l)(2)) included as part of a defined benefit
plan maintained by the Employer and, for taxable years ending after December
31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the
Employer to the extent there are post-retirement medical benefits allocated
to the separate account of a key employee (as defined in Code Section
419A(d)(3)).

(i) "Defined benefit plan" - A retirement plan which does not provide for
individual accounts for Employer contributions. The Advisory Committee must
treat all defined benefit plans (whether or not terminated) maintained by the
Employer as a single plan.

[Note: The definitions in paragraphs (j), (k) and (1) apply only if the
limitation described in Section 3.18 applies to the Employer's Plan.]

(j) "Defined benefit plan fraction" -

Projected annual benefit of the Participant under the defined benefit plan(s)
- ----------------------------------------------------------------------------
The lesser of (i) 125% (subject to the "100% limitation" in
paragraph (1)) of the dollar limitation in effect under
Code Section 415(b)(1)(A) for the Limitation Year, or
(ii) 140% of the Participant's average Compensation
for his high three (3) consecutive Years of Service

3.08

<PAGE> 53

To determine the denominator of this fraction, the Advisory Committee will
make any adjustment required under Code Section 415(b) and will determine a
Year of Service, unless otherwise provided in an addendum to Adoption Agreement
Section 3.18, as a Plan Year in which the Employee completed at least 1,000
Hours of Service. The "projected annual benefit" is the annual retirement
benefit (adjusted to an actuarially equivalent straight life annuity if the
plan expresses such benefit in a form other than a straight life annuity or
qualified joint and survivor annuity) of the Participant under the terms of the
defined benefit plan on the assumptions he continues employment until his
normal retirement age (or current age, if later) as stated in the defined
benefit plan, his compensation continues at the same rate as in effect in the
Limitation Year under consideration until the date of his normal retirement age
and all other relevant factors used to determine benefits under the defined
benefit plan remain constant as of the current Limitation Year for all future
Limitation Years.

CURRENT ACCRUED BENEFIT. If the Participant accrued benefits in one or
more defined benefit plans maintained by the Employer which were in existence
on May 6, 1986, the dollar limitation used in the denominator of this fraction
will not be less than the Participant's Current Accrued Benefit. A
Participant's Current Accrued Benefit is the sum of the annual benefits under
such defined benefit plans which the Participant had accrued as of the end of
the 1986 Limitation Year (the last Limitation Year beginning before January 1,
1987), determined without regard to any change in the terms or conditions of
the Plan made after May 5, 1986, and without regard to any cost of living
adjustment occurring after May 5, 1986. This Current Accrued Benefit rule
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code Section 415 as in effect at the end of the
1986 Limitation Year.

(k) "Defined contribution plan fraction" -

The sum, as of the close of the Limitation Year, of the
Annual Additions to the Participant's Account under
the defined contribution plan(s)
--------------------------------------------------------------------------
The sum of the lesser of the following amounts determined for the
Limitation Year and for each prior Year of Service with the
Employer. (i) 125% (subject to the "100% limitation" in
paragraph (1)) of the dollar limitation in effect under
Code Section 415(c)(1)(A) for the Limitation Year
(determined without regard to the special dollar
limitations for employee stock ownership plans),
or (ii) 35% of the Participant's Compensation
for the Limitation Year

For purposes of determining the defined contribution plan fraction, the
Advisory Committee will not recompute Annual Additions in Limitation Years
beginning prior to January 1, 1987, to treat all Employee contributions as
Annual Additions. If the Plan satisfied Code Section 415 for Limitation Years
beginning prior to January 1, 1987, the Advisory Committee will redetermine the
defined contribution plan fraction and the defined benefit plan fraction as of
the end of the 1986 Limitation Year, in accordance with this Section 3.19. If
the sum of the redetermined fractions exceeds 1.0, the Advisory Committee will
subtract permanently from the numerator of the defined contribution plan
fraction an amount equal to the product of (1) the excess of the sum of the
fractions over 1.0, times (2) the denominator of the defined contribution plan
fraction. In making the adjustment, the Advisory Committee must disregard any
accrued benefit under the defined benefit plan which is in excess of the
Current Accrued Benefit. This Plan continues any transitional rules applicable
to the determination of the defined contribution plan fraction under the
Employer's Plan as of the end of the 1986 Limitation Year.

(1) "100% limitation." If the 100% limitation applies, the Advisory Committee
must determine the denominator of the defined benefit plan fraction and the
denominator of the defined contribution plan fraction by substituting 100% for
125%. If the Employer's Plan is a Standardized Plan, the 100%

3.09

<PAGE> 54

limitation applies in all Limitation Years, subject to any override provisions
under Section 3.18 of the Employer's Adoption Agreement. If the Employer
overrides the 100% limitation under a Standardized Plan, the Employer must
specify in its Adoption Agreement the manner in which the Plan satisfies the
extra minimum benefit requirement of Code Section 416(h) and the 100%
limitation must continue to apply if the Plan's top heavy ratio exceeds 90%.
If the Employer's Plan is a Nonstandardized Plan, the 100% limitation applies
only if: (i) the Plan's top heavy ratio exceeds 90%; or (ii) the Plan's top
heavy ratio is greater than 60%, and the Employer does not elect in its
Adoption Agreement Section 3.18 to provide extra minimum benefits which
satisfy Code Section 416(h)(2).

* * * * * * * * * * * * * * * *

3.10

<PAGE> 55

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. This Plan does not permit
Participant nondeductible contributions unless the Employer maintains its Plan
under a Code Section 401(k) Adoption Agreement. If the Employer does not
maintain its Plan under a Code Section 401(k) Adoption Agreement and, prior to
the adoption of this Prototype Plan, the Plan accepted Participant
nondeductible contributions for a Plan Year beginning after December 31, 1986,
those contributions must satisfy the requirements of Code Section 401(m). This
Section 4.01 does not prohibit the Plan's acceptance of Participant
nondeductible contributions prior to the first Plan Year commencing after the
Plan Year in which the Employer adopts this Prototype Plan.

4.02 PARTICIPANT DEDUCTIBLE CONTRIBUTIONS. A qualified Plan may not
accept Participant deductible contributions after April 15, 1987. If the
Employer's Plan includes Participant deductible contributions ("DECs") made
prior to April 16, 1987, the Advisory Committee must maintain a separate
accounting for the Participant's Accrued Benefit attributable to DECS,
including DECS which are part of a rollover contribution described in Section
4.03. The Advisory Committee will treat the accumulated DECs as part of the
Participant's Accrued Benefit for all purposes of the Plan, except for purposes
of determining the top heavy ratio under Section 1.33. The Advisory Committee
may not use DECs to purchase life insurance on the Participant's behalf.

4.03 PARTICIPANT ROLLOVER CONTRIBUTIONS. Any Participant, with the
Employer's written consent and after filing with the Trustee the form
prescribed by the Advisory Committee, may contribute cash or other property to
the Trust other than as a voluntary contribution if the contribution is a
"rollover contribution" which the Code permits an employee to transfer either
directly or indirectly from one qualified plan to another qualified plan.
Before accepting a rollover contribution, the Trustee may require an Employee
to furnish satisfactory evidence that the proposed transfer is in fact a
"rollover contribution" which the Code permits an employee to make to a
qualified plan. A rollover contribution is not an Annual Addition under Part 2
of Article III.

The Trustee will invest the rollover contribution in a segregated
investment Account for the Participant's sole benefit unless the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee designation), in
its sole discretion, agrees to invest the rollover contribution as part of the
Trust Fund. The Trustee will not have any investment responsibility with
respect to a Participant's segregated rollover Account. The Participant,
however, from time to time, may direct the Trustee in writing as to the
investment of his segregated rollover Account in property, or property
interests, of any kind, real, personal or mixed; provided, however, the
Participant may not direct the Trustee to make loans to his Employer. A
Participant's segregated rollover Account alone will bear any extraordinary
expenses resulting from investments made at the direction of the Participant.
As of the Accounting Date (or other valuation date) for each Plan Year, the
Advisory Committee will allocate and credit the net income (or net loss) from a
Participant's segregated rollover Account and the increase or decrease in the
fair market value of the assets of a segregated rollover Account solely to that
Account. The Trustee is not liable nor responsible for any loss resulting to
any Beneficiary, nor to any Participant, by reason of any sale or investment
made or other action taken pursuant to and in accordance with the direction of
the Participant. In all other respects, the Trustee will hold, administer and
distribute a rollover contribution in the same manner as any Employer
contribution made to the Trust.

An eligible Employee, prior to satisfying the Plan's eligibility
conditions, may make a rollover contribution to the Trust to the same extent
and in the same manner as a Participant. If an Employee makes a rollover
contribution to the Trust prior to satisfying the Plan's eligibility
conditions, the Advisory Committee and Trustee must treat the Employee as a
Participant for all purposes of the Plan except the Employee is not a
Participant for purposes of sharing in Employer contributions or Participant
forfeitures

4.01

<PAGE> 56

under the Plan until he actually becomes a Participant in the Plan. If the
Employee has a Separation from Service prior to becoming a Participant, the
Trustee will distribute his rollover contribution Account to him as if it were
an Employer contribution Account.

4.04 PARTICIPANT CONTRIBUTION - FORFEITABILITY. A Participant's Accrued
Benefit is, at all times, 100% Nonforfeitable to the extent the value of his
Accrued Benefit is derived from his Participant contributions described in this
Article IV.

4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. A Participant,
by giving prior written notice to the Trustee, may withdraw all or any part of
the value of his Accrued Benefit derived from his Participant contributions
described in this Article IV. A distribution of Participant contributions must
comply with the joint and survivor requirements described in Article VI, if
those requirements apply to the Participant. A Participant may not exercise
his right to withdraw the value of his Accrued Benefit derived from his
Participant contributions more than once during any Plan Year. The Trustee, in
accordance with the direction of the Advisory Committee, will distribute a
Participant's unwithdrawn Accrued Benefit attributable to his Participant
contributions in accordance with the provisions of Article VI applicable to the
distribution of the Participant's Nonforfeitable Accrued Benefit.

4.06 PARTICIPANT CONTRIBUTION - ACCRUED BENEFIT. The Advisory Committee
must maintain a separate Account(s) in the name of each Participant to reflect
the Participant's Accrued Benefit under the Plan derived from his Participant
contributions. A Participant's Accrued Benefit derived from his Participant
contributions as of any applicable date is the balance of his separate
Participant contribution Account(s).

* * * * * * * * * * * * * * * *

4.02

<PAGE> 57
ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT AGE. The Employer must define Normal
Retirement Age in its Adoption Agreement. A Participant's Accrued Benefit
derived from Employer contributions is 100% Nonforfeitable upon and after his
attaining Normal Retirement Age (if employed by the Employer on or after that
date).

5.02 PARTICIPANT DISABILITY OR DEATH. The Employer may elect in its
Adoption Agreement to provide a Participant's Accrued Benefit derived from
Employer contributions will be 100% Nonforfeitable if the Participant's
Separation from Service is a result of his death or his disability.

5.03 VESTING SCHEDULE. Except as provided in Sections 5.01 and 5.02,
for each Year of Service, a Participant's Nonforfeitable percentage of his
Accrued Benefit derived from Employer contributions equals the percentage in
the vesting schedule completed by the Employer in its Adoption Agreement.

(A) ELECTION OF SPECIAL VESTING FORMULA. If the Trustee makes a distribution
(other than a cash-out distribution described in Section 5.04) to a
partially-vested Participant, and the Participant has not incurred a Forfeiture
Break in Service at the relevant time, the Advisory Committee will establish a
separate Account for the Participant's Accrued Benefit. At any relevant time
following the distribution, the Advisory Committee will determine the
Participant's Nonforfeitable Accrued Benefit derived from Employer
contributions in accordance with the following formula: P(AB + (R x D)) -
(R x D).

To apply this formula, "P" is the Participant's current vesting
percentage at the relevant time, "AB" is the Participant's Employer-derived
Accrued Benefit at the relevant time, "R" is the ratio of "AB" to the
Participant's Employer-derived Accrued Benefit immediately following the
earlier distribution and "D" is the amount of the earlier distribution. If,
under a restated Plan, the Plan has made distribution to a partially-vested
Participant prior to its restated Effective Date and is unable to apply the
cash-out provisions of Section 5.04 to that prior distribution, this special
vesting formula also applies to that Participant's remaining Account. The
Employer, in an addendum to its Adoption Agreement, numbered Section 5.03, may
elect to modify this formula to read as follows: P(AB + D) - D.

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/
RESTORATION OF FORFEITED ACCRUED BENEFIT. If, pursuant to Article VI, a
partially-vested Participant receives a cash-out distribution before he incurs
a Forfeiture Break in Service (as defined in Section 5.08), the cash-out
distribution will result in an immediate forfeiture of the nonvested portion of
the Participant's Accrued Benefit derived from Employer contributions. See
Section 5.09. A partially-vested Participant is a Participant whose
Nonforfeitable Percentage determined under Section 5.03 is less than 100%. A
cash-out distribution is a distribution of the entire present value of the
Participant's Nonforfeitable Accrued Benefit.

(A) RESTORATION AND CONDITIONS UPON RESTORATION. A partially-vested
Participant who is re-employed by the Employer after receiving a cash-out
distribution of the Nonforfeitable percentage of his Accrued Benefit may repay
the Trustee the amount of the cash-out distribution attributable to Employer
contributions, unless the Participant no longer has a right to restoration by
reason of the conditions of this Section 5.04(A). If a partially-vested
Participant makes the cash-out distribution repayment, the Advisory Committee,
subject to the conditions of this Section 5.04(A), must restore his Accrued
Benefit attributable to Employer contributions to the same dollar amount as the
dollar amount of his Accrued Benefit on the Accounting Date, or other valuation
date, immediately preceding the date of the cash-out distribution, unadjusted
for any gains or losses occurring subsequent to that Accounting Date, or other
valuation date. Restoration of the Participant's Accrued Benefit includes
restoration of all Code Section 411(d)(6) protected benefits with respect to
that restored Accrued Benefit, in accordance with applicable

5.01
<PAGE> 58

Treasury regulations. The Advisory Committee will not restore a re-employed
Participant's Accrued Benefit under this paragraph if:

(1) 5 years have elapsed since the Participant's first re-employment
date with the Employer following the cash-out distribution; or

(2) The Participant incurred a Forfeiture Break in Service (as defined
in Section 5.08). This condition also applies if the Participant makes
repayment within the Plan Year in which he incurs the Forfeiture Break
in Service and that Forfeiture Break in Service would result in a
complete forfeiture of the amount the Advisory Committee otherwise
would restore.

(B) TIME AND METHOD OF RESTORATION. If neither of the two conditions
preventing restoration of the Participant's Accrued Benefit applies, the
Advisory Committee will restore the Participant's Accrued Benefit as of the
Plan Year Accounting Date coincident with or immediately following the
repayment. To restore the Participant's Accrued Benefit, the Advisory
Committee, to the extent necessary, will allocate to the Participant's Account:

(1) First, the amount, if any, of Participant forfeitures the Advisory
Committee would otherwise allocate under Section 3.05;

(2) Second, the amount, if any, of the Trust Fund net income or gain
for the Plan Year; and

(3) Third, the Employer contribution for the Plan Year to the extent
made under a discretionary formula.

In an addendum to its Adoption Agreement numbered 5.04(B), the
Employer may eliminate as a means of restoration any of the amounts described
in clauses (1), (2) and (3) or may change the order of priority of these
amounts. To the extent the amounts described in clauses (1), (2) and (3) are
insufficient to enable the Advisory Committee to make the required restoration,
the Employer must contribute, without regard to any requirement or condition of
Section 3.01, the additional amount necessary to enable the Advisory Committee
to make the required restoration. If, for a particular Plan Year, the Advisory
Committee must restore the Accrued Benefit of more than one re-employed
Participant, then the Advisory Committee will make the restoration allocations
to each such Participant's Account in the same proportion that a Participant's
restored amount for the Plan Year bears to the restored amount for the Plan
Year of all re-employed Participants. The Advisory Committee will not take
into account any allocation under this Section 5.04 in applying the limitation
on allocations under Part 2 of Article III.

(C) 0% VESTED PARTICIPANT. The Employer must specify in its Adoption
Agreement whether the deemed cash-out rule applies to a 0% vested Participant.
A 0% vested Participant is a Participant whose Accrued Benefit derived from
Employer contributions is entirely forfeitable at the time of his Separation
from Service. If the Participant's Account is not entitled to an allocation of
Employer contributions for the Plan Year in which he has a Separation from
Service, the Advisory Committee will apply the deemed cash-out rule as if the
0% vested Participant received a cash-out distribution on the date of the
Participant's Separation from Service. If the Participant's Account is
entitled to an allocation of Employer contributions or Participant forfeitures
for the Plan Year in which he has a Separation from Service, the Advisory
Committee will apply the deemed cash-out rule as if the 0% vested Participant
received a cash-out distribution on the first day of the first Plan Year
beginning after his Separation from Service. For purposes of applying the
restoration provisions of this Section 5.04, the Advisory Committee will treat
the 0% vested Participant as repaying his cash-out "distribution" on the first
date of his re-employment with the Employer. If the deemed cash-out rule does
not apply to the Employer's Plan, a 0% vested Participant will not incur a
forfeiture until he incurs a Forfeiture Break in Service.

5.02
<PAGE> 59

5.05 SEGREGATED ACCOUNT FOR REPAID AMOUNT. Until the Advisory
Committee restores the Participant's Accrued Benefit, as described in Section
5.04, the Trustee will invest the cash-out amount the Participant has repaid in
a segregated Account maintained solely for that Participant. The Trustee must
invest the amount in the Participant's segregated Account in Federally insured
interest bearing savings account(s) or time deposit(s) (or a combination of
both), or in other fixed income investments. Until commingled with the balance
of the Trust Fund on the date the Advisory Committee restores the Participant's
Accrued Benefit, the Participant's segregated Account remains a part of the
Trust, but it alone shares in any income it earns and it alone bears any
expense or loss it incurs. Unless the repayment qualifies as a rollover
contribution, the Advisory Committee will direct the Trustee to repay to the
Participant as soon as is administratively practicable the full amount of the
Participant's segregated Account if the Advisory Committee determines either of
the conditions of Section 5.04(A) prevents restoration as of the applicable
Accounting Date, notwithstanding the Participant's repayment.

5.06 YEAR OF SERVICE - VESTING. For purposes of vesting under
Section 5.03, Year of Service means any 12-consecutive month period designated
in the Employer's Adoption Agreement during which an Employee completes not
less than the number of Hours of Service (not exceeding 1,000) specified in the
Employer's Adoption Agreement. A Year of Service includes any Year of Service
earned prior to the Effective Date of the Plan, except as provided in Section
5.08.

5.07 BREAK IN SERVICE - VESTING. For purposes of this Article V, a
Participant incurs a "Break in Service" if during any vesting computation
period he does not complete more than 500 Hours of Service. If, pursuant to
Section 5.06, the Plan does not require more than 500 Hours of Service to
receive credit for a Year of Service, a Participant incurs a Break in Service
in a vesting computation period in which he fails to complete a Year of
Service.

5.08 INCLUDED YEARS OF SERVICE - VESTING. For purposes of
determining "Years of Service" under Section 5.06, the Plan takes into account
all Years of Service an Employee completes with the Employer except:

(a) For the sole purpose of determining a Participant's Nonforfeitable
percentage of his Accrued Benefit derived from Employer contributions
which accrued for his benefit prior to a Forfeiture Break in Service,
the Plan disregards any Year of Service after the Participant first
incurs a Forfeiture Break in Service. The Participant incurs a
Forfeiture Break in Service when he incurs 5 consecutive Breaks in
Service.

(b) The Plan disregards any Year of Service excluded under the
Employer's Adoption Agreement. The Plan does not apply the Break in
Service rule under Code Section 411(a)(6)(B). Therefore, an Employee
need not complete a Year of Service after a Break in Service before
the Plan takes into account the Employee's otherwise includible Years
of Service under this Article V.

5.09 FORFEITURE OCCURS. A Participant's forfeiture, if any, of his
Accrued Benefit derived from Employer contributions occurs under the Plan on
the earlier of:

(a) The last day of the vesting computation period in which the
Participant first incurs a Forfeiture Break in Service; or

(b) The date the Participant receives a cash-out distribution.

5.03
<PAGE> 60

The Advisory Committee Determines the percentage of a Participant's
Accrued Benefit forfeiture, if any, under this Section 5.09 solely by reference
to the vesting schedule of Section 5.03. A Participant does not forfeit any
portion of his Accrued Benefit for any other reason or cause except as
expressly provided by this Section 5.09 or as provided under Section 9.14.

* * * * * * * * * * * * * *

5.04
<PAGE> 61

ARTICLE VI
TIME AND METHOD OF PAYMENT OF BENEFITS

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. Unless, pursuant to Section
6.03, the Participant or the Beneficiary elects in writing to a different time
or method of payment, the Advisory Committee will direct the Trustee to
commence distribution of a Participant's Nonforfeitable Accrued Benefit in
accordance with this Section 6.01. A Participant must consent, in writing, to
any distribution required under this Section 6.01 if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of the distribution
to the Participant, exceeds $3,500 and the Participant has not attained the
later of Normal Retirement Age or age 62. Furthermore, the Participant's
spouse also must consent, in writing, to any distribution, for which Section
6.04 requires the spouse's consent. For all purposes of this Article VI, the
term "annuity starting date" means the first day of the first period for which
the Plan pays an amount as an annuity or in any other form. A distribution
date under this Article VI, unless otherwise specified within the Plan, is the
date or dates the Employer specifies in the Adoption Agreement, or as soon as
administratively practicable following that distribution date. For purposes of
the consent requirements under this Article VI, if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of any distribution,
exceeds $3,500, the Advisory Committee must treat that present value as
exceeding $3,500 for purposes of all subsequent Plan distributions to the
Participant.

(A) SEPARATION FROM SERVICE FOR A REASON OTHER THAN DEATH.

(1) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500.
If the Participant's Separation from Service is for any reason other than
death, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in a lump sum, on the distribution
date the Employer specifies in the Adoption Agreement, but in no event later
than the 60th day following the close of the Plan Year in which the Participant
attains Normal Retirement Age. If the Participant has attained Normal
Retirement Age at the time of his Separation from Service, the distribution
under this paragraph will occur no later than the 60th day following the close
of the Plan Year in which the Participant's Separation from Service occurs.

(2) PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. If
the Participant's Separation from Service is for any reason other than death,
the Advisory Committee will direct the Trustee to commence distribution of the
Participant's Nonforfeitable Accrued Benefit in a form and at the time elected
by the Participant, pursuant to Section 6.03. In the absence of an election by
the Participant, the Advisory Committee will direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in a lump sum (or, if
applicable, the normal annuity form of distribution required under Section
6.04), on the 60th day following the close of the Plan Year in which the latest
of the following events occurs: (a) the Participant attains Normal Retirement
Age; (b) the Participant attains age 62; or (c) the Participant's Separation
from Service.

(3) DISABILITY. If the Participant's Separation from Service is
because of his disability, the Advisory Committee will direct the Trustee to
pay the Participant's Nonforfeitable Accrued Benefit in lump sum, on the
distribution date the Employer specifies in the Adoption Agreement, subject to
the notice and consent requirements of this Article VI and subject to the
applicable mandatory commencement dates described in Paragraphs (1) and (2).

6.01
<PAGE> 62

(4) HARDSHIP. Prior to the time at which the Participant may receive
distribution under Paragraphs (1), (2) or (3), the Participant may request
a distribution from his Nonforfeitable Accrued Benefit in an amount necessary
to satisfy a hardship, if the Employer elects in the Adoption Agreement to
permit hardship distributions. Unless the Employer elects otherwise in the
Adoption Agreement, a hardship distribution must be on account of any of the
following: (a) medical expenses; (b) the purchase (excluding mortgage payments)
of the Participant's principal residence; (c) post-secondary education
tuition, for the next semester or quarter, for the Participant or for the
Participant's spouse, children or dependents; (d) to prevent the eviction of
the Participant from his principal residence or the foreclosure on the mortgage
of the Participant's principal residence; (e) funeral expenses of the
Participant's family member; or (f) the Participant's disability. A
partially-vested Participant may not receive a hardship distribution described
in this Paragraph (A)(4) prior to incurring a Forfeiture Break in Service,
unless the hardship distribution is a cash-out distribution (as defined in
Article V). The Advisory Committee will direct the Trustee to make the
hardship distribution as soon as administratively practicable after the
Participant makes a valid request for the hardship distribution.

(B) REQUIRED BEGINNING DATE. If any distribution commencement date described
under Paragraph (A) of this Section 6.01, either by Plan provision or by
Participant election (or nonelection), is later than the Participant's Required
Beginning Date, the Advisory Committee instead must direct the Trustee to make
distribution on the Participant's Required Beginning Date, subject to the
transitional election, if applicable, under Section 6.03(D). A Participant's
Required Beginning Date is the April 1 following the close of the calendar year
in which the Participant attains age 70 1/2. However, if the Participant, prior
to incurring a Separation from Service, attained age 70 1/2 by January 1, 1988,
and, for the five Plan Year period ending in the calendar year in which he
attained age 70 1/2 and for all subsequent years, the Participant was not a more
than 5% owner, the Required Beginning Date is the April 1 following the close
of the calendar year in which the Participant separates from Service or, if
earlier, the April 1 following the close of the calendar year in which the
Participant becomes a more than 5% owner. Furthermore, if a Participant who
was not a more than 5% owner attained age 70 1/2 during 1988 and did not incur a
Separation from Service prior to January 1, 1989, his Required Beginning Date
is April 1, 1990. A mandatory distribution at the Participant's Required
Beginning Date will be in lump sum (or, if applicable, the normal annuity form
of distribution required under Section 6.04) unless the Participant, pursuant
to the provisions of this Article VI, makes a valid election to receive an
alternative form of payment.

(C) DEATH OF THE PARTICIPANT. The Advisory Committee will direct the Trustee,
in accordance with this Section 6.01(C), to distribute to the Participant's
Beneficiary the Participant's Nonforfeitable Accrued Benefit remaining in the
Trust at the time of the Participant's death. Subject to the requirements of
Section 6.04, the Advisory Committee will determine the death benefit by
reducing the Participant's Nonforfeitable Accrued Benefit by any security
interest the Plan has against that Nonforfeitable Accrued Benefit by reason of
an outstanding Participant loan.

(1) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT DOES NOT
EXCEED $3,500. The Advisory Committee, subject to the requirements of Section
6.04, must direct the Trustee to distribute the deceased Participant's
Nonforfeitable Accrued Benefit in a single sum, as soon as administratively
practicable following the Participant's death or, if later, the date on which
the Advisory Committee receives notification of or otherwise confirms the
Participant's death.

6.02
<PAGE> 63

(2) DECEASED PARTICIPANT'S NONFORFEITABLE ACCRUED BENEFIT EXCEEDS
$3,500. The Advisory Committee will direct the Trustee to distribute the
deceased Participant's Nonforfeitable Accrued Benefit at the time and in the
form elected by the Participant or, if applicable by the Beneficiary, as
permitted under this Article VI. In the absence of an election, subject to the
requirements of Section 6.04, the Advisory Committee will direct the Trustee to
distribute the Participant's undistributed Nonforfeitable Accrued Benefit in a
lump sum on the first distribution date following the close of the Plan Year in
which the Participant's death occurs or, if later, the first distribution date
following the date the Advisory Committee receives notification of or otherwise
confirms the Participant's death.

If the death benefit is payable in full to the Participant's surviving
spouse, the surviving spouse, in addition to the distribution options provided
in this Section 6.01(C), may elect distribution at any time or in any form
(other than a joint and survivor annuity) this Article VI would permit for a
Participant.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Subject to the annuity
distribution requirements, if any, prescribed by Section 6.04, and any
restrictions prescribed by Section 6.03, a Participant or Beneficiary may elect
distribution under one, or any combination, of the following methods: (a) by
payment in a lump sum; or (b) by payment in monthly, quarterly or annual
installments over a fixed reasonable period of time, not exceeding the life
expectancy of the Participant, or the joint life and last survivor expectancy
of the Participant and his Beneficiary. The Employer may elect in its Adoption
Agreement to modify the methods of payment available under this Section 6.02.

The distribution options permitted under this Section 6.02 are
available only if the present value of the Participant Nonforfeitable Accrued
Benefit, at the time of the distribution to the Participant, exceeds $3,500.
To facilitate installment payments under this Article VI, the Advisory
Committee may direct the Trustee to segregate all or any part of the
Participant's Accrued Benefit in a separate Account. The Trustee will invest
the Participant's segregated Account in Federally insured interest bearing
savings account(s) or time deposit(s) (or a combination of both), or in other
fixed income investments. A segregated Account remains a part of the Trust,
but it alone shares in any income it earns, and it alone bears any expense or
loss it incurs. A Participant or Beneficiary may elect to receive an
installment distribution in the form of a Nontransferable Annuity Contract.
Under an installment distribution, the Participant or Beneficiary, at any time,
may elect to accelerate the payment of all, or any portion, of the
Participant's unpaid Nonforfeitable Accrued Benefit, subject to the
requirements of Section 6.04.

(A) MINIMUM DISTRIBUTION REQUIREMENTS FOR PARTICIPANTS. The Advisory
Committee may not direct the Trustee to distribute the Participant's
Nonforfeitable Accrued Benefit, nor may the Participant elect to have the
Trustee distribute his Nonforfeitable Accrued Benefit, under a method of
payment which, as of the Required Beginning Date, does not satisfy the minimum
distribution requirements under Code Section 401(a)(9) and the applicable
Treasury regulations. The minimum distribution for a calendar year equals the
Participant's Nonforfeitable Accrued Benefit as of the latest valuation date
preceding the beginning of the calendar year divided by the Participant's life
expectancy or, if applicable, the joint and last survivor expectancy of the
Participant and his designated Beneficiary (as determined under Article VIII,
subject to the requirements of the Code Section 401(a)(9) regulations). The
Advisory Committee will increase the Participant's Nonforfeitable Accrued
Benefit, as determined on the relevant valuation date, for contributions or
forfeitures allocated after the valuation date and by December 31 of the
valuation calendar year, and will decrease the valuation by distributions made
after the valuation date and by December 31 of the valuation calendar year.
For purposes of this valuation, the Advisory Committee will treat any portion
of the minimum distribution for the first distribution calendar year made after
the close of that year as a distribution occurring in that first distribution
calendar year. In computing a minimum distribution, the Advisory Committee
must use the unisex life expectancy multiples under Treas. Reg. Section 1.72-9.
The Advisory Committee, only upon the Participant's written request, will
compute the minimum distribution for a calendar year subsequent to the first
calendar year for which the Plan requires a minimum distribution by
redetermining the applicable life expectancy. However, the Advisory Committee
may not redetermine the joint life and last survivor expectancy of the
Participant and a

6.03
<PAGE> 64

nonspouse designated Beneficiary in a manner which takes into account any
adjustment to a life expectancy other than the Participant's life expectancy.

If the Participant's spouse is not his designated Beneficiary, a
method of payment to the Participant (whether by Participant election or by
Advisory Committee direction) may not provide more than incidental benefits to
the Beneficiary. For Plan Years beginning after December 31, 1988, the Plan
must satisfy the minimum distribution incidental benefit ("MDIB") requirement
in the Treasury regulations issued under Code Section 401(a)(9) for
distributions made on or after the Participant's Required Beginning Date and
before the Participant's death. To satisfy the MDIB requirement, the Advisory
Committee will compute the minimum distribution required by this Section
6.02(A) by substituting the applicable MDIB divisor for the applicable life
expectancy factor, if the MDIB divisor is a lesser number. Following the
Participant's death, the Advisory Committee will compute the minimum
distribution required by this Section 6.02(A) solely on the basis of the
applicable life expectancy factor and will disregard the MDIB factor. For Plan
Years beginning prior to January 1, 1989, the Plan satisfies the incidental
benefits requirement if the distributions to the Participant satisfied the MDIB
requirement or if the present value of the retirement benefits payable solely
to the Participant is greater than 50% of the present value of the total
benefits payable to the Participant and his Beneficiaries. The Advisory
Committee must determine whether benefits to the Beneficiary are incidental as
of the date the Trustee is to commence payment of the retirement benefits to
the Participant, or as of any date the Trustee redetermines the payment period
to the Participant.

The minimum distribution for the first distribution calendar year is
due by the Participant's Required Beginning Date. The minimum distribution for
each subsequent distribution calendar year, including the calendar year in
which the Participant's Required Beginning Date occurs, is due by December 31
of that year. If the Participant receives distribution in the form of a
Nontransferable Annuity Contract, the distribution satisfies this Section
6.02(A) if the contract complies with the requirements of Code Section
401(a)(9) and the applicable Treasury regulations.

(B) MINIMUM DISTRIBUTION REQUIREMENTS FOR BENEFICIARIES. The method of
distribution to the Participant's Beneficiary must satisfy Code Section
401(a)(9) and the applicable Treasury regulations. If the Participant's death
occurs after his Required Beginning Date or, if earlier, the date the
Participant commences an irrevocable annuity pursuant to Section 6.04, the
method of payment to the Beneficiary must provide for completion of payment
over a period which does not exceed the payment period which had commenced for
the Participant. If the Participant's death occurs prior to his Required
Beginning Date, and the Participant had not commenced an irrevocable annuity
pursuant to Section 6.04, the method of payment to the Beneficiary, subject to
Section 6.04, must provide for completion of payment to the Beneficiary over a
period not exceeding: (i) 5 years after the date of the Participant's death; or
(ii) if the Beneficiary is a designated Beneficiary, the designated
Beneficiary's life expectancy. The Advisory Committee may not direct payment
of the Participant's Nonforfeitable Accrued Benefit over a period described in
clause (ii) unless the Trustee will commence payment to the designated
Beneficiary no later than the December 31 following the close of the calendar
year in which the Participant's death occurred or, if later, and the designated
Beneficiary is the Participant's surviving spouse, December 31 of the calendar
year in which the Participant would have attained age 70 1/2. If the Trustee
will make distribution in accordance with clause (ii), the minimum
distribution for a calendar year equals the Participant's Nonforfeitable
Accrued Benefit as of the latest valuation date preceding the beginning of the
calendar year divided by the designated Beneficiary's life expectancy. The
Advisory Committee must use the unisex life expectancy multiples under Treas.
Reg. Section 1.72-9 for purposes of applying this paragraph. The Advisory
Committee, only upon the written request of the Participant or of the
Participant's surviving spouse, will recalculate the life expectancy of the
Participant's surviving spouse not more frequently than annually, but may not
recalculate the life expectancy of a nonspouse designated Beneficiary after the
Trustee commences payment to the designated Beneficiary. The Advisory
Committee will apply this paragraph by treating any amount paid to the
Participant's child, which becomes payable to the Participant's surviving
spouse upon the child's attaining the age of majority, as paid to the

6.04
<PAGE> 65

Participant's surviving spouse. Upon the Beneficiary's written request, the
Advisory Committee must direct the Trustee to accelerate payment of all, or any
portion, of the Participant's unpaid Accrued Benefit, as soon as
administratively practicable following the effective date of that request.

6.03 BENEFIT PAYMENT ELECTIONS. Not earlier than 90 days, but not
later than 30 days, before the Participant's annuity starting date, the
Advisory Committee must provide a benefit notice to a Participant who is
eligible to make an election under this Section 6.03. The benefit notice must
explain the optional forms of benefit in the Plan, including the material
features and relative values of those options, and the Participant's right to
defer distribution until he attains the later of Normal Retirement Age or age
62.

If a Participant or Beneficiary makes an election prescribed by this
Section 6.03, the Advisory Committee will direct the Trustee to distribute the
Participant's Nonforfeitable Accrued Benefit in accordance with that election.
Any election under this Section 6.03 is subject to the requirements of Section
6.02 and of Section 6.04. The Participant or Beneficiary must make an election
under this Section 6.03 by filing his election with the Advisory Committee at
any time before the Trustee otherwise would commence to pay a Participant's
Accrued Benefit in accordance with the requirements of Article VI.

(A) PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. If the present value
of a Participant's Nonforfeitable Accrued Benefit exceeds $3,500, he may elect
to have the Trustee commence distribution as of any distribution date permitted
under the Employer's Adoption Agreement Section 6.03. The Participant may
reconsider an election at any time prior to the annuity starting date and elect
to commence distribution as of any other distribution date permitted under the
Employer's Adoption Agreement Section 6.03. If the Participant is
partially-vested in his Accrued Benefit, an election under this Paragraph (A)
to distribute prior to the Participant's incurring a Forfeiture Break in
Service (as defined in Section 5.08), must be in the form of a cash-out
distribution (as defined in Article V). A Participant may not receive a
cash-out distribution if, prior to the time the Trustee actually makes the
cash-out distribution, the Participant returns to employment with the Employer.
Following his attainment of Normal Retirement Age, a Participant who has
separated from Service may elect distribution as of any distribution date,
irrespective of the elections under Adoption Agreement Section 6.03.

(B) PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. The Employer must
specify in its Adoption Agreement the distribution election rights, if any, a
Participant has prior to his Separation from Service. A Participant must make
an election under this Section 6.03(B) on a form prescribed by the Advisory
Committee at any time during the Plan Year for which his election is to be
effective. In his written election, the Participant must specify the
percentage or dollar amount he wishes the Trustee to distribute to him. The
Participant's election relates solely to the percentage or dollar amount
specified in his election form and his right to elect to receive an amount, if
any, for a particular Plan Year greater than the dollar amount or percentage
specified in his election form terminates on the Accounting Date. The Trustee
must make a distribution to a Participant in accordance with his election under
this Section 6.03(B) within the 90 day period (or as soon as administratively
practicable) after the Participant files his written election with the Trustee.
The Trustee will distribute the balance of the Participant's Accrued Benefit
not distributed pursuant to his election(s) in accordance with the other
distribution provisions of this Plan.

(C) DEATH BENEFIT ELECTIONS. If the present value of the deceased
Participant's Nonforfeitable Accrued Benefit exceeds $3,500, the Participant's
Beneficiary may elect to have the Trustee distribute the Participant's
Nonforfeitable Accrued Benefit in a form and within a period permitted under
Section 6.02. The Beneficiary's election is subject to any restrictions
designated in writing by the Participant and not revoked as of his date of
death.

6.05
<PAGE> 66

(D) TRANSITIONAL ELECTIONS. Notwithstanding the provisions of Sections 6.01
and 6.02, if the Participant (or Beneficiary) signed a written distribution
designation prior to January 1, 1984, the Advisory Committee must distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with that
designation, subject however, to the survivor requirements, if applicable, of
Sections 6.04, 6.05 and 6.06. This Section 6.03(D) does not apply to a pre-1984
distribution designation, and the Advisory Committee will not comply with that
designation, if any of the following applies: (1) the method of distribution
would have disqualified the Plan under Code Section 401(a)(9) as in effect on
December 31, 1983; (2) the Participant did not have an Accrued Benefit as of
December 31, 1983; (3) the distribution designation does not specify the timing
and form of the distribution and the death Beneficiaries (in order of
priority); (4) the substitution of a Beneficiary modifies the payment period of
the distribution; or, (5) the Participant (or Beneficiary) modifies or revokes
the distribution designation. In the event of a revocation, the Plan must
distribute, no later than December 31 of the calendar year following the year
of revocation, the amount which the Participant would have received under
Section 6.02(A) if the distribution designation had not been in effect or, if
the Beneficiary revokes the distribution designation, the amount which the
Beneficiary would have received under Section 6.02(B) if the distribution
designation had not been in effect. The Advisory Committee will apply this
Section 6.03(D) to rollovers and transfers in accordance with Part J of the
Code Section 401(a)(9) Treasury regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

(A) JOINT AND SURVIVOR ANNUITY. The Advisory Committee must direct the
Trustee to distribute a married or unmarried Participant's Nonforfeitable
Accrued Benefit in the form of a qualified joint and survivor annuity, unless
the Participant makes a valid waiver election (described in Section 6.05)
within the 90 day period ending on the annuity starting date. If, as of the
annuity starting date, the Participant is married, a qualified joint and
survivor annuity is an immediate annuity which is purchasable with the
Participant's Nonforfeitable Accrued Benefit and which provides a life annuity
for the Participant and a survivor annuity payable for the remaining life of
the Participant's surviving spouse equal to 50% of the amount of the annuity
payable during the life of the Participant. If, as of the annuity starting
date, the Participant is not married, a qualified joint and survivor annuity is
an immediate life annuity for the Participant which is purchasable with the
Participant's Nonforfeitable Accrued Benefit. On or before the annuity
starting date, the Advisory Committee, without Participant or spousal consent,
must direct the Trustee to pay the Participant's Nonforfeitable Accrued Benefit
in a lump sum, in lieu of a qualified joint and survivor annuity, in accordance
with Section 6.01, if the Participant's Nonforfeitable Accrued Benefit is not
greater than $3,500. This Section 6.04(A) applies only to a Participant who
has completed at least one Hour of Service with the Employer after August 22,
1984.

(B) PRERETIREMENT SURVIVOR ANNUITY. If a married Participant dies prior to
his annuity starting date, the Advisory Committee will direct the Trustee to
distribute a portion of the Participant's Nonforfeitable Accrued Benefit to the
Participant's surviving spouse in the form of a preretirement survivor annuity,
unless the Participant has a valid waiver election (as described in Section
6.06) in effect, or unless the Participant and his spouse were not married
throughout the one year period ending on the date of his death. A
preretirement survivor annuity is an annuity which is purchasable with 50% of
the Participant's Nonforfeitable Accrued Benefit (determined as of the date of
the Participant's death) and which is payable for the life of the Participant's
surviving spouse. The value of the preretirement survivor annuity is
attributable to Employer contributions and to Employee contributions in the
same proportion as the Participant's Nonforfeitable Accrued Benefit is
attributable to those contributions. The portion of the Participant's
Nonforfeitable Accrued Benefit not payable under this paragraph is payable to
the Participant's Beneficiary, in accordance with the other provisions of this
Article VI. If the present value of the preretirement survivor annuity does
not exceed $3,500, the Advisory Committee, on or before the annuity starting
date, must direct the Trustee to make a lump sum distribution to the
Participant's surviving spouse, in lieu of a preretirement survivor annuity.
This Section 6.04(B) applies only to a Participant who dies after August 22,
1984, and either (i) completes at least one Hour of Service with the Employer
after August 22, 1984, or (ii) separated from Service with at least 10 Years of
Service (as

6.06
<PAGE> 67

defined in Section 5.06) and completed at least one Hour of Service with the
Employer in a Plan Year beginning after December 31, 1975.

(C) SURVIVING SPOUSE ELECTIONS. If the present value of the preretirement
survivor annuity exceeds $3,500, the Participant's surviving spouse may elect
to have the Trustee commence payment of the preretirement survivor annuity at
any time following the date of the Participant's death, but not later than the
mandatory distribution periods described in Section 6.02, and may elect any of
the forms of payment described in Section 6.02, in lieu of the preretirement
survivor annuity. In the absence of an election by the surviving spouse, the
Advisory Committee must direct the Trustee to distribute the preretirement
survivor annuity on the first distribution date following the close of the Plan
Year in which the latest of the following events occurs: (i) the Participant's
death; (ii) the date the Advisory Committee receives notification of or
otherwise confirms the Participant's death; (iii) the date the Participant
would have attained Normal Retirement Age; or (iv) the date the Participant
would have attained age 62.

(D) SPECIAL RULES. If the Participant has in effect a valid waiver election
regarding the qualified joint and survivor annuity or the preretirement
survivor annuity, the Advisory Committee must direct the Trustee to distribute
the Participant's Nonforfeitable Accrued Benefit in accordance with Sections
6.01, 6.02 and 6.03. The Advisory Committee will reduce the Participant's
Nonforfeitable Accrued Benefit by any security interest (pursuant to any offset
rights authorized by Section 10.03[E]) held by the Plan by reason of a
Participant loan to determine the value of the Participant's Nonforfeitable
Accrued Benefit distributable in the form of a qualified joint and survivor
annuity or preretirement survivor annuity, provided any post-August 18, 1985,
loan satisfied the spousal consent requirement described in Section 10.03[E] of
the Plan. For purposes of applying this Article VI, the Advisory Committee
treats a former spouse as the Participant's spouse or surviving spouse to the
extent provided under a qualified domestic relations order described in Section
6.07. The provisions of this Section 6.04, and of Sections 6.05 and 6.06,
apply separately to the portion of the Participant's Nonforfeitable Accrued
Benefit subject to the qualified domestic relations order and to the portion of
the Participant's Nonforfeitable Accrued Benefit not subject to that order.

(E) PROFIT SHARING PLAN ELECTION. If this Plan is a profit sharing plan, the
Employer must elect the extent to which the preceding provisions of Section
6.04 apply. If the Employer elects to apply this Section 6.04 only to a
Participant described in this Section 6.04(E), the preceding provisions of this
Section 6.04 apply only to the following Participants: (1) a Participant as
respects whom the Plan is a direct or indirect transferee from a plan subject
to the Code Section 417 requirements and the Plan received the transfer after
December 31, 1984, unless the transfer is an elective transfer described in
Section 13.06; (2) a Participant who elects a life annuity distribution (if
Section 6.02 or Section 13.02 of the Plan requires the Plan to provide a life
annuity distribution option); and (3) a Participant whose benefits under a
defined benefit plan maintained by the Employer are offset by benefits provided
under this Plan. If the Employer elects to apply this Section 6.04 to all
Participants, the preceding provisions of this Section 6.04 apply to all
Participants described in the first two paragraphs of this Section 6.04,
without regard to the limitations of this Section 6.04(E). Sections 6.05 and
6.06 only apply to Participants to whom the preceding provisions of this
Section 6.04 apply.

6.05 WAIVER ELECTION - QUALIFIED JOINT AND SURVIVOR ANNUITY. Not
earlier than 90 days, but not later than 30 days, before the Participant's
annuity starting date, the Advisory Committee must provide the Participant a
written explanation of the terms and conditions of the qualified joint and
survivor annuity, the Participant's right to make, and the effect of, an
election to waive the joint and survivor form of benefit, the rights of the
Participant's spouse regarding the waiver election and the Participant's right
to make, and the effect of, a revocation of a waiver election. The Plan does
not limit the number of times the Participant may revoke a waiver of the
qualified joint and survivor annuity or make a new waiver during the election
period.

A married Participant's waiver election is not valid unless (a) the
Participant's spouse (to whom the

6.07
<PAGE> 68

survivor annuity is payable under the qualified joint and survivor annuity),
after the Participant has received the written explanation described in this
Section 6.05, has consented in writing to the waiver election, the spouse's
consent acknowledges the effect of the election, and a notary public or the
Plan Administrator (or his representative) witnesses the spouse's consent, (b)
the spouse consents to the alternate form of payment designated by the
Participant or to any change in that designated form of payment, and (c) unless
the spouse is the Participant's sole primary Beneficiary, the spouse consents
to the Participant's Beneficiary designation or to any change in the
Participant's Beneficiary designation. The spouse's consent to a waiver of the
qualified joint and survivor annuity is irrevocable, unless the Participant
revokes the waiver election. The spouse may execute a blanket consent to any
form of payment designation or to any Beneficiary designation made by the
Participant, if the spouse acknowledges the right to limit that consent to a
specific designation but, in writing, waives that right. The consent
requirements of this Section 6.05 apply to a former spouse of the Participant,
to the extent required under a qualified domestic relations order described in
Section 6.07.

The Advisory Committee will accept as valid a waiver election which
does not satisfy the spousal consent requirements if the Advisory Committee
establishes the Participant does not have a spouse, the Advisory Committee is
not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of State law) and the
Participant has a court order to that effect, or other circumstances exist
under which the Secretary of the Treasury will excuse the consent requirement.
If the Participant's spouse is legally incompetent to give consent, the
spouse's legal guardian (even if the guardian is the Participant) may give
consent.

6.06 WAIVER ELECTION - PRERETIREMENT SURVIVOR ANNUITY. The Advisory
Committee must provide a written explanation of the preretirement survivor
annuity to each married Participant, within the following period which ends
last: (1) the period beginning on the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year in which
the Participant attains age 34; (2) a reasonable period after an Employee
becomes a Participant; (3) a reasonable period after the joint and survivor
rules become applicable to the Participant; or (4) a reasonable period after a
fully subsidized preretirement survivor annuity no longer satisfies the
requirements for a fully subsidized benefit. A reasonable period described in
clauses (2), (3) and (4) is the period beginning one year before and ending one
year after the applicable event. If the Participant separates from Service
before attaining age 35, clauses (1), (2), (3) and (4) do not apply and the
Advisory Committee must provide the written explanation within the period
beginning one year before and ending one year after the Separation from
Service. The written explanation must describe, in a manner consistent with
Treasury regulations, the terms and conditions of the preretirement survivor
annuity comparable to the explanation of the qualified joint and survivor
annuity required under Section 6.05. The Plan does not limit the number of
times the Participant may revoke a waiver of the preretirement survivor annuity
or make a new waiver during the election period.

A Participant's waiver election of the preretirement survivor annuity
is not valid unless (a) the Participant makes the waiver election no earlier
than the first day of the Plan Year in which he attains age 35 and (b) the
Participant's spouse (to whom the preretirement survivor annuity is payable)
satisfies the consent requirements described in Section 6.05, except the spouse
need not consent to the form of benefit payable to the designated Beneficiary.
The spouse's consent to the waiver of the preretirement survivor annuity is
irrevocable, unless the Participant revokes the waiver election. Irrespective
of the time of election requirement described in clause (a), if the Participant
separates from Service prior to the first day of the Plan Year in which he
attains age 35, the Advisory Committee will accept a waiver election as
respects the Participant's Accrued Benefit attributable to his Service prior to
his Separation from Service. Furthermore, if a Participant who has not
separated from Service makes a valid waiver election, except for the timing
requirement of clause (a), the Advisory Committee will accept that election as
valid, but only until the first day of the Plan Year in which the Participant
attains age 35. A waiver election described in this paragraph is not valid
unless made after the Participant has received the written explanation
described in this Section 6.06.

6.08
<PAGE> 69

6.07 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing
contained in this Plan prevents the Trustee, in accordance with the direction
of the Advisory Committee, from complying with the provisions of a qualified
domestic relations order (as defined in Code Section 414(p)). This Plan
specifically permits distribution to an alternate payee under a qualified
domestic relations order at any time, irrespective of whether the Participant
has attained his earliest retirement age (as defined under Code Section 414(p))
under the Plan. A distribution to an alternate payee prior to the
Participant's attainment of earliest retirement age is available only if: (1)
the order specifies distribution at that time or permits an agreement between
the Plan and the alternate payee to authorize an earlier distribution; and (2)
if the present value of the alternate payee's benefits under the Plan exceeds
$3,500, and the order requires, the alternate payee consents to any
distribution occurring prior to the Participant's attainment of earliest
retirement age. The Employer, in an addendum to its Adoption Agreement
numbered 6.07, may elect to limit distribution to an alternate payee only when
the Participant has attained his earliest retirement age under the Plan.
Nothing in this Section 6.07 gives a Participant a right to receive
distribution at a time otherwise not permitted under the Plan nor does it
permit the alternate payee to receive a form of payment not otherwise permitted
under the Plan.

The Advisory Committee must establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Advisory Committee promptly will notify the
Participant and any alternate payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Advisory Committee must determine the qualified
status of the order and must notify the Participant and each alternate payee,
in writing, of its determination. The Advisory Committee must provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations.

If any portion of the Participant's Nonforfeitable Accrued Benefit is
payable during the period the Advisory Committee is making its determination of
the qualified status of the domestic relations order, the Advisory Committee
must make a separate accounting of the amounts payable. If the Advisory
Committee determines the order is a qualified domestic relations order within
18 months of the date amounts first are payable following receipt of the order,
the Advisory Committee will direct the Trustee to distribute the payable
amounts in accordance with the order. If the Advisory Committee does not make
its determination of the qualified status of the order within the 18-month
determination period, the Advisory Committee will direct the Trustee to
distribute the payable amounts in the manner the Plan would distribute if the
order did not exist and will apply the order prospectively if the Advisory
Committee later determines the order is a qualified domestic relations order.

To the extent it is not inconsistent with the provisions of the
qualified domestic relations order, the Advisory Committee may direct the
Trustee to invest any partitioned amount in a segregated subaccount or separate
account and to invest the account in Federally insured, interest-bearing
savings account(s) or time deposit(s) (or a combination of both), or in other
fixed income investments. A segregated subaccount remains a part of the Trust,
but it alone shares in any income it earns, and it alone bears any expense or
loss it incurs. The Trustee will make any payments or distributions required
under this Section 6.07 by separate benefit checks or other separate
distribution to the alternate payee(s).

6.09
<PAGE> 70

ARTICLE VII
EMPLOYER ADMINISTRATIVE PROVISIONS

7.01 INFORMATION TO COMMITTEE. The Employer must supply current
information to the Advisory Committee as to the name, date of birth, date of
employment, annual compensation, leaves of absence, Years of Service and date
of termination of employment of each Employee who is, or who will be eligible
to become, a Participant under the Plan, together with any other information
which the Advisory Committee considers necessary. The Employer's records as to
the current information the Employer furnishes to the Advisory Committee are
conclusive as to all persons.

7.02 NO LIABILITY. The Employer assumes no obligation or
responsibility to any of its Employees, Participants or Beneficiaries for any
act of, or failure to act, on the part of its Advisory Committee (unless the
Employer is the Advisory Committee), the Trustee, the Custodian, if any, or the
Plan Administrator (unless the Employer is the Plan Administrator).

7.03 INDEMNITY OF CERTAIN FIDUCIARIES. The Employer indemnifies and
saves harmless the Plan Administrator and the members of the Advisory
Committee, and each of them, from and against any and all loss resulting from
liability to which the Plan Administrator and the Advisory Committee, or the
members of the Advisory Committee, may be subjected by reason of any act or
conduct (except willful misconduct or gross negligence) in their official
capacities in the administration of this Trust or Plan or both, including all
expenses reasonably incurred in their defense, in case the Employer fails to
provide such defense. The indemnification provisions of this Section 7.03 do
not relieve the Plan Administrator or any Advisory Committee member from any
liability he may have under ERISA for breach of a fiduciary duty. Furthermore,
the Plan Administrator and the Advisory Committee members and the Employer may
execute a letter agreement further delineating the indemnification agreement of
this Section 7.03, provided the letter agreement must be consistent with and
does not violate ERISA. The indemnification provisions of this Section 7.03
extend to the Trustee (or to a Custodian, if any) solely to the extent provided
by a letter agreement executed by the Trustee (or Custodian) and the Employer.

7.04 EMPLOYER DIRECTION OF INVESTMENT. The Employer has the right to
direct the Trustee with respect to the investment and re-investment of assets
comprising the Trust Fund only if the Trustee consents in writing to permit
such direction. If the Trustee consents to Employer direction of investment,
the Trustee and the Employer must execute a letter agreement as a part of this
Plan containing such conditions, limitations and other provisions they deem
appropriate before the Trustee will follow any Employer direction as respects
the investment or re-investment of any part of the Trust Fund.

7.05 AMENDMENT TO VESTING SCHEDULE. Though the Employer reserves the
right to amend the vesting schedule at any time, the Advisory Committee will
not apply the amended vesting schedule to reduce the Nonforfeitable percentage
of any Participant's Accrued Benefit derived from Employer contributions
(determined as of the later of the date the Employer adopts the amendment, or
the date the amendment becomes effective) to a percentage less than the
Nonforfeitable percentage computed under the Plan without regard to the
amendment. An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one Hour of Service after the new
schedule becomes effective.

If the Employer. makes a permissible amendment to the vesting
schedule, each Participant having at least 3 Years of Service with the Employer
may elect to have the percentage of his Nonforfeitable Accrued Benefit computed
under the Plan without regard to the amendment. For Plan Years beginning prior
to January 1, 1989, the election described in the preceding sentence applies
only to Participants having at least 5 Years of Service with the Employer. The
Participant must file his election with the Advisory Committee within 60 days
of the latest of (a) the Employer's adoption of the amendment; (b)

7.01
<PAGE> 71

the effective date of the amendment; or (c) his receipt of a copy of the
amendment. The Advisory Committee, as soon as practicable, must forward a true
copy of any amendment to the vesting schedule to each affected Participant,
together with an explanation of the effect of the amendment, the appropriate
form upon which the Participant may make an election to remain under the
vesting schedule provided under the Plan prior to the amendment and notice of
the time within which the Participant must make an election to remain under the
prior vesting schedule. The election described in this Section e provides for
vesting at least as rapid 7.05 does not apply to a Participant if the amended
vesting schedule at all times as the vesting schedule in effect prior to the
amendment. For purposes of this Section 7.05, an amendment to the vesting
schedule includes any Plan amendment which directly or indirectly affects the
computation of the Nonforfeitable percentage of an Employee's rights to his
Employer derived Accrued Benefit. Furthermore, the Advisory Committee must
treat any shift in the vesting schedule, due to a change in the Plan's top
heavy status, as an amendment.to the vesting schedule for purposes of this
Section 7.05.

************

7.02
<PAGE> 72

ARTICLE VIII
PARTICIPANT ADMINISTRATIVE PROVISIONS

8.01 BENEFICIARY DESIGNATION. Any Participant may from time to time
designate, in writing, any person or persons, contingently or successively, to
whom the Trustee will pay his Nonforfeitable Accrued Benefit (including any
life insurance proceeds payable to the Participant's Account) in the event of
his death and the Participant may designate the form and method of payment.
The Advisory Committee will prescribe the form for the written designation of
Beneficiary and, upon the Participant's filing the form with the Advisory
Committee, the form effectively revokes all designations filed prior to that
date by the same Participant.

(A) COORDINATION WITH SURVIVOR REQUIREMENTS. If the joint and survivor
requirements of Article VI apply to the Participant, this Section 8.01 does not
impose any special spousal consent requirements on the Participant's
Beneficiary designation. However, in the absence of spousal consent (as
required by Article VI) to the Participant's Beneficiary designation: (1) any
waiver of the joint and survivor annuity or of the preretirement survivor
annuity is not valid; and (2) if the Participant dies prior to his annuity
starting date, the Participant's Beneficiary designation will apply only to the
portion of the death benefit which is not payable as a preretirement survivor
annuity. Regarding clause (2), if the Participant's surviving spouse is a
primary Beneficiary under the Participant's Beneficiary designation, the
Trustee will satisfy the spouse's interest in the Participant's death benefit
first from the portion which is payable as a preretirement survivor annuity.

(B) PROFIT SHARING PLAN EXCEPTION. If the Plan is a profit sharing plan, the
Beneficiary designation of a married Exempt Participant is not valid unless the
Participant's spouse consents (in a manner described in Section 6.05) to the
Beneficiary designation. An "Exempt Participant" is a Participant who is not
subject to the joint and survivor requirements of Article VI. The spousal
consent requirement in this paragraph does not apply if the Exempt Participant
and his spouse are not married throughout the one year period ending on the
date of the Participant's death, or if the Participant's spouse is the
Participant's sole primary Beneficiary.

8.02 NO BENEFICIARY DESIGNATION/DEATH OF BENEFICIARY. If a
Participant fails to name a Beneficiary in accordance with Section 8.01, or if
the Beneficiary named by a Participant predeceases him, then the Trustee will
pay the Participant's Nonforfeitable Accrued Benefit in accordance with Section
6.02 in the following order of priority, unless the Employer specifies a
different order of priority in an addendum to its Adoption Agreement, to:

(a) The Participant's surviving spouse;

(b) The Participant's surviving children, including adopted children,
in equal shares;

(d) The Participant's estate.

If the Beneficiary does not predecease the Participant, but dies prior
to distribution of the Participant's entire Nonforfeitable Accrued Benefit, the
Trustee will pay the remaining Nonforfeitable Accrued Benefit to the
Beneficiary's estate unless the Participant's Beneficiary designation provides
otherwise or unless the Employer provides otherwise in its Adoption Agreement.
If the Plan is a profit sharing plan, and the Plan includes Exempt
Participants, the Employer may not specify a different order of priority in the
Adoption Agreement unless the Participant's surviving spouse will be first in
the different order of priority. The Advisory Committee will direct the
Trustee as to the method and to whom the Trustee will make payment under this
Section 8.02.

8.01
<PAGE> 73

8.03 PERSONAL DATA TO COMMITTEE. Each Participant and each
Beneficiary of a deceased Participant must furnish to the Advisory Committee
such evidence, data or information as the Advisory Committee considers
necessary or desirable for the purpose of administering the Plan. The
provisions of this Plan are effective for the benefit of each Participant upon
the condition precedent that each Participant will furnish promptly full, true
and complete evidence, data and information when requested by the Advisory
Committee, provided the Advisory Committee advises each Participant of the
effect of his failure to comply with its request.

8.04 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary
of a deceased Participant must file with the Advisory Committee from time to
time, in writing, his post office address and any change of post office
address. Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Advisory Committee,
or as shown on the records of the Employer, binds the Participant, or
Beneficiary, for all purposes of this Plan.

8.05 ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p)
relating to qualified domestic relations orders, neither a Participant nor a
Beneficiary may anticipate, assign or alienate (either at law or in equity) any
benefit provided under the Plan, and the Trustee will not recognize any such
anticipation, assignment or alienation. Furthermore, a benefit under the Plan
is not subject to attachment, garnishment, levy, execution or other legal or
equitable process.

8.06 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the
time prescribed by ERISA and the applicable regulations, must furnish all
Participants and Beneficiaries a summary description of any material amendment
to the Plan or notice of discontinuance of the Plan and all other information
required by ERISA to be furnished without charge.

8.07 LITIGATION AGAINST THE TRUST. A court of competent jurisdiction
may authorize any appropriate equitable relief to redress violations of ERISA
or to enforce any provisions of ERISA or the terms of the Plan. A fiduciary
may receive reimbursement of expenses properly and actually incurred in the
performance of his duties with the Plan.

8.08 INFORMATION AVAILABLE. Any Participant in the Plan or any
Beneficiary may examine copies of the Plan description, latest annual report,
any bargaining agreement, this Plan and Trust, contract or any other instrument
under which the Plan was established or is operated. The Plan Administrator
will maintain all of the items listed in this Section 8.08 in his office, or in
such other place or places as he may designate from time to time in order to
comply with the regulations issued under ERISA, for examination during
reasonable business hours. Upon the written request of a Participant or
Beneficiary the Plan Administrator must furnish him with a copy of any item
listed in this Section 8.08. The Plan Administrator may make a reasonable
charge to the requesting person for the copy so furnished.

8.09 APPEAL PROCEDURE FOR DENIAL OF BENEFITS. A Participant or a
Beneficiary ("Claimant") may file with the Advisory Committee a written claim
for benefits, if the Participant or Beneficiary determines the distribution
procedures of the Plan have not provided him his proper Nonforfeitable Accrued
Benefit. The Advisory Committee must render a decision on the claim within 60
days of the Claimant's written claim for benefits. The Plan Administrator must
provide adequate notice in writing to the Claimant whose claim for benefits
under the Plan the Advisory Committee has denied. The Plan Administrator's
notice to the Claimant must set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions on which the
Advisory Committee based its denial;

8.02
<PAGE> 74

(c) A description of any additional material and information needed
for the Claimant to perfect his claim and an explanation of why the
material or information is needed; and

(d) That any appeal the Claimant wishes to make of the adverse
determination must be in writing to the Advisory Committee within 75
days after receipt of the Plan Administrator's notice of denial of
benefits. The Plan Administrator's notice must further advise the
Claimant that his failure to appeal the action to the Advisory
Committee in writing within the 75-day period will render the Advisory
Committee's determination final, binding and conclusive.

If the Claimant should appeal to the Advisory Committee, he, or his
duly authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, feels are pertinent. The
Claimant, or his duly authorized representative, may review pertinent Plan
documents. The Advisory Committee will re-examine all facts related to the
appeal and make a final determination as to whether the denial of benefits is
justified under the circumstances. The Advisory Committee must advise the
Claimant of its decision within 60 days of the Claimant's written request for
review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the 60-day limit unfeasible, but in no event may
the Advisory Committee render a decision respecting a denial for a claim for
benefits later than 120 days after its receipt of a request for review.

The Plan Administrator's notice of denial of benefits must identify
the name of each member of the Advisory Committee and the name and address of
the Advisory Committee member to whom the Claimant may forward his appeal.

8.10 PARTICIPANT DIRECTION OF INVESTMENT. A Participant has the
right to direct the Trustee with respect to the investment or re-investment of
the assets comprising the Participant's individual Account only if the Trustee
consents in writing to permit such direction. If the Trustee consents to
Participant direction of investment, the Trustee will accept direction from
each Participant on a written election form (or other written agreement), as a
part of this Plan, containing such conditions, limitations and other provisions
the parties deem appropriate. The Trustee or, with the Trustee's consent, the
Advisory Committee, may establish written procedures, incorporated specifically
as part of this Plan, relating to Participant direction of investment under
this Section 8.10. The Trustee will maintain a segregated investment Account
to the extent a Participant's Account is subject to Participant self-direction.
The Trustee is not liable for any loss, nor is the Trustee liable for any
breach, resulting from a Participant's direction of the investment of any part
of his directed Account.

The Advisory Committee, to the extent provided in a written loan
policy adopted under Section 9.04, will treat a loan made to a Participant as a
Participant direction of investment under this Section 8.10. To the extent of
the loan outstanding at any time, the borrowing Participant's Account alone
shares in any interest paid on the loan, and it alone bears any expense or loss
it incurs in connection with the loan. The Trustee may retain any principal or
interest paid on the borrowing Participant's loan in an interest bearing
segregated Account on behalf of the borrowing Participant until the Trustee (or
the Named Fiduciary, in the case of a nondiscretionary Trustee) deems it
appropriate to add the amount paid to the Participant's separate Account under
the Plan.

If the Trustee consents to Participant direction of investment of his
Account, the Plan treats any post-December 31, 1981, investment by a
Participant's directed Account in collectibles (as defined by Code Section
408(m)) as a deemed distribution to the Participant for Federal income tax
purposes.

* * * * * * * * * * * * * * *

8.03
<PAGE> 75

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

9.01 MEMBERS' COMPENSATION, EXPENSES. The Employer must appoint an
Advisory Committee to administer the Plan, the members of which may or may not
be Participants in the Plan, or which may be the Plan Administrator acting
alone. In the absence of an Advisory Committee appointment, the Plan
Administrator assumes the powers, duties and responsibilities of the Advisory
Committee. The members of the Advisory Committee will serve without
compensation for services as such, but the Employer will pay all expenses of
the Advisory Committee, except to the extent the Trust properly pays for such
expenses, pursuant to Article X.

9.02 TERM. Each member of the Advisory Committee serves until the
appointment of his successor.

9.03 POWERS. In case of a vacancy in the membership of the Advisory
Committee, the remaining members of the Advisory Committee may exercise any and
all of the powers, authority, duties and discretion conferred upon the Advisory
Committee pending the filling of the vacancy.

9.04 GENERAL. The Advisory Committee has the following powers and
duties:

(a) To select a Secretary, who need not be a member of the Advisory
Committee;

(b) To determine the rights of eligibility of an Employee to
participate in the Plan, the value of a Participant's Accrued Benefit
and the Nonforfeitable percentage of each Participant's Accrued
Benefit;

(c) To adopt rules of procedure and regulations necessary for the
proper and efficient administration of the Plan provided the rules are
not inconsistent with the terms of this Agreement;

(d) To construe and enforce the terms of the Plan and the rules and
regulations it adopts, including interpretation of the Plan documents
and documents related to the Plan's operation;

(e) To direct the Trustee as respects the crediting and distribution
of the Trust;

(f) To review and render decisions respecting a claim for (or denial
of a claim for) a benefit under the Plan;

(g) To furnish the Employer with information which the Employer may
require for tax or other purposes;

(h) To engage the service of agents whom it may deem advisable to
assist it with the performance of its duties;

(i) To engage the services of an Investment Manager or Managers (as
defined in ERISA Section 3(38)), each of whom will have full power and
authority to manage, acquire or dispose (or direct the Trustee with
respect to acquisition or disposition) of any Plan asset under its
control;

(j) To establish, in its sole discretion, a nondiscriminatory policy
(see Section 9.04(A)) which the Trustee must observe in making loans,
if any, to Participants and Beneficiaries; and

(k) To establish and maintain a funding standard account and to make
credits and charges to the account to the extent required by and in
accordance with the provisions of the Code.

9.01
<PAGE> 76

The Advisory Committee must exercise all of its powers, duties and
discretion under the Plan in a uniform and nondiscriminatory manner.

(A) LOAN POLICY. If the Advisory Committee adopts a loan policy, pursuant to
paragraph (j), the loan policy must be a written document and must include: (1)
the identity of the person or positions authorized to administer the
participant loan program; (2) a procedure for applying for the loan; (3) the
criteria for approving or denying a loan; (4) the limitations, if any, on the
types and amounts of loans available; (5) the procedure for determining a
reasonable rate of interest; (6) the types of collateral which may secure the
loan; and (7) the events constituting default and the steps the Plan will take
to preserve plan assets in the event of default. This Section 9.04
specifically incorporates a written loan policy as part of the Employer's Plan.

9.05 FUNDING POLICY. The Advisory Committee will review, not less
often than annually, all pertinent Employee information and Plan data in order
to establish the funding policy of the Plan and to determine the appropriate
methods of carrying out the Plan's objectives. The Advisory Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any
Plan Investment Manager the Plan's short-term and long-term financial needs so
investment policy can be coordinated with Plan financial requirements.

9.06 MANNER OF ACTION. The decision of a majority of the members
appointed and qualified controls.

9.07 AUTHORIZED REPRESENTATIVE. The Advisory Committee may authorize
any one of its members, or its Secretary, to sign on its behalf any notices,
directions, applications, certificates, consents, approvals, waivers, letters
or other documents. The Advisory Committee must evidence this authority by an
instrument signed by all members and filed with the Trustee.

9.08 INTERESTED MEMBER. No member of the Advisory Committee may
decide or determine any matter concerning the distribution, nature or method of
settlement of his own benefits under the Plan, except in exercising an election
available to that member in his capacity as a Participant, unless the Plan
Administrator is acting alone in the capacity of the Advisory Committee.

9.09 INDIVIDUAL ACCOUNTS. The Advisory Committee will maintain, or
direct the Trustee to maintain, a separate Account, or multiple Accounts, in
the name of each Participant to reflect the Participant's Accrued Benefit under
the Plan. If a Participant re-enters the Plan subsequent to his having a
Forfeiture Break in Service, the Advisory Committee, or the Trustee, must
maintain a separate Account for the Participant's pre-Forfeiture Break in
Service Accrued Benefit and a separate Account or is post-Forfeiture Break in
Service Accrued Benefit, unless the Participant's entire Accrued Benefit under
the Plan is 100% Nonforfeitable.

The Advisory Committee will make its allocations, or request the
Trustee to make its allocations, to the Accounts of the Participants in
accordance with the provisions of Section 9.11. The Advisory Committee may
direct the Trustee to maintain a temporary segregated investment Account in the
name of a Participant to prevent a distortion of income, gain or loss
allocations under Section 9.11. The Advisory Committee must maintain records of
its activities.

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. The value of each
Participant's Accrued Benefit consists of that proportion of the net worth (at
fair market value) of the Employer's Trust Fund which the net credit balance in
his Account (exclusive of the cash value of incidental benefit insurance
contracts) bears to the total net credit balance in the Accounts (exclusive of
the cash value of the incidental benefit insurance contracts) of all
Participants plus the cash surrender value of any incidental benefit insurance
contracts held by the Trustee on the Participant's life.

9.02
<PAGE> 77

For purposes of a distribution under the Plan, the value of a
Participant's Accrued Benefit is its value as of the valuation date immediately
preceding the date of the distribution. Any distribution (other than a
distribution from a segregated Account) made to a Participant (or to his
Beneficiary) more than 90 days after the most recent valuation date may include
interest on the amount of the distribution as an expense of the Trust Fund.
The interest, if any, accrues from such valuation date to the date of the
distribution at the rate established in the Employer's Adoption Agreement.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. A
"valuation date" under this Plan is each Accounting Date and each interim
valuation date determined under Section 10.14. As of each valuation date the
Advisory Committee must adjust Accounts to reflect net income, gain or loss
since the last valuation date. The valuation period is the period beginning
the day after the last valuation date and ending on the current valuation date.

(A) TRUST FUND ACCOUNTS. The allocation provisions of this paragraph apply to
all Participant Accounts other than segregated investment Accounts. The
Advisory Committee first will adjust the Participant Accounts, as those
Accounts stood at the beginning of the current valuation period, by reducing
the Accounts for any forfeitures arising under Section 5.09 or under Section
9.14, for amounts charged during the valuation period to the Accounts in
accordance with Section 9.13 (relating to distributions) and Section 11.01
(relating to insurance premiums), and for the cash value of incidental benefit
insurance contracts. The Advisory Committee then, subject to the restoration
allocation requirements of Section 5.04 or of Section 9.14, will allocate the
net income, gain or loss pro rata to the adjusted Participant Accounts. The
allocable net income, gain or loss is the net income (or net loss), including
the increase or decrease in the fair market value of assets, since the last
valuation date.

(B) SEGREGATED INVESTMENT ACCOUNTS. A segregated investment Account receives
all income it earns and bears all expense or loss it incurs. The Advisory
Committee will adopt uniform and nondiscriminatory procedures for determining
income or loss of a segregated investment Account in a manner which reasonably
reflects investment directions relating to pooled investments and investment
directions occurring during a valuation period. As of the valuation date, the
Advisory Committee must reduce a segregated Account for any forfeiture arising
under Section 5.09 after the Advisory Committee has made all other allocations,
changes or adjustments to the Account for the Plan Year.

(C) ADDITIONAL RULES. An Excess Amount or suspense account described in Part
2 of Article III does not share in the allocation of net income, gain or loss
described in this Section 9.11. If the Employer maintains its Plan under a Code
Section 401(k) Adoption Agreement, the Employer may specify in its Adoption
Agreement alternate valuation provisions authorized by that Adoption Agreement.
This Section 9.11 applies solely to the allocation of net income, gain or loss
of the Trust. The Advisory Committee will allocate the Employer contributions
and Participant forfeitures, if any, in accordance with Article III.

9.12 INDIVIDUAL STATEMENT. As soon as practicable after the
Accounting Date of each Plan Year, but within the time prescribed by ERISA and
the regulations under ERISA, the Plan Administrator will deliver to each
Participant (and to each Beneficiary) a statement reflecting the condition of
his Accrued Benefit in the Trust as of that date and such other information
ERISA requires be furnished the Participant or Beneficiary. No Participant,
except a member of the Advisory Committee, has the right to inspect the records
reflecting the Account of any other Participant.

9.13 ACCOUNT CHARGED. The Advisory Committee will charge a
Participant's Account for all distributions made from that Account to the
Participant, to his Beneficiary or to an alternate payee. The Advisory
Committee also will charge a Participant's Account for any administrative
expenses incurred by the Plan directly related to that Account.

9.03
<PAGE> 78

9.14 UNCLAIMED ACCOUNT PROCEDURE. The Plan does not require either
the Trustee or the Advisory Committee to search for, or to ascertain the
whereabouts of, any Participant or Beneficiary. At the time the Participant's
or Beneficiary's benefit becomes distributable under Article VI, the Advisory
Committee, by certified or registered mail addressed to his last known address
of record with the Advisory Committee or the Employer, must notify any
Participant, or Beneficiary, that he is entitled to a distribution under this
Plan. The notice must quote the provisions of this Section 9.14 and otherwise
must comply with the notice requirements of Article VI. If the Participant, or
Beneficiary, fails to claim his distributive share or make his whereabouts
known in writing to the Advisory Committee within 6 months from the date of
mailing of the notice, the Advisory Committee will treat the Participant's or
Beneficiary's unclaimed payable Accrued Benefit as forfeited and will
reallocate the unclaimed payable Accrued Benefit in accordance with Section
3.05. A forfeiture under this paragraph will occur at the end of the notice
period or, if later, the earliest date applicable Treasury regulations would
permit the forfeiture. Pending forfeiture, the Advisory Committee, following
the expiration of the notice period, may direct the Trustee to segregate the
Nonforfeitable Accrued Benefit in a segregated Account and to invest that
segregated Account in Federally insured interest bearing savings accounts or
time deposits (or in a combination of both), or in other fixed income
investments.

If a Participant or Beneficiary who has incurred a forfeiture of his
Accrued Benefit under the provisions of the first paragraph of this Section
9.14 makes a claim, at any time, for his forfeited Accrued Benefit, the
Advisory Committee must restore the Participant's or Beneficiary's forfeited
Accrued Benefit to the same dollar amount as the dollar amount of the Accrued
Benefit forfeited, unadjusted for any gains or losses occurring subsequent to
the date of the forfeiture. The Advisory Committee will make the restoration
during the Plan Year in which the Participant or Beneficiary makes the. claim,
first from the amount, if any, of Participant forfeitures the Advisory
Committee otherwise would allocate for the Plan Year, then from the amount, if
any, of the Trust Fund net income or gain for the Plan Year and then from the
amount, or additional amount, the Employer contributes to enable the Advisory
Committee to make the required restoration. The Advisory Committee must direct
the Trustee to distribute the Participant's or Beneficiary's restored Accrued
Benefit to him not later than 60 days after the close of the Plan Year in which
the Advisory Committee restores the forfeited Accrued Benefit. The forfeiture
provisions of this Section 9.14 apply solely to the Participant's or to the
Beneficiary's Accrued Benefit derived from Employer contributions.

* * * * * * * * * * * * * * *

9.04
<PAGE> 79

ARTICLE X
CUSTODIAN/TRUSTEE, POWERS AND DUTIES

10.01 ACCEPTANCE. The Trustee accepts the Trust created under the
Plan and agrees to perform the obligations imposed. The Trustee must provide
bond for the faithful performance of its duties under the Trust to the extent
required by ERISA.

10.02 RECEIPT OF CONTRIBUTIONS. The Trustee is accountable to the
Employer for the funds contributed to it by the Employer, but does not have any
duty to see that the contributions received comply with the provisions of the
Plan. The Trustee is not obliged to collect any contributions from the
Employer, nor is obliged to see that funds deposited with it are deposited
according to the provisions of the Plan.

10.03 INVESTMENT POWERS.

[A] DISCRETIONARY TRUSTEE DESIGNATION. If the Employer, in Adoption Agreement
Section 1.02, designates the Trustee to administer the Trust as a discretionary
Trustee, then the Trustee has full discretion and authority with regard to the
investment of the Trust Fund, except with respect to a Plan asset under the
control or direction of a properly appointed Investment Manager or with respect
to a Plan asset properly subject to Employer, Participant or Advisory Committee
direction of investment. The Trustee must coordinate its investment policy
with Plan financial needs as communicated to it by the Advisory Committee. The
Trustee is authorized and empowered, but not by way of limitation, with the
following powers, rights and duties:

(a) To invest any part or all of the Trust Fund in any common or
preferred stocks, open-end or closed-end mutual funds, put and call
options traded on a national exchange, United States retirement plan
bonds, corporate bonds, debentures, convertible debentures, commercial
paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
indirect obligations of the United States Government or its agencies,
improved or unimproved real estate situated in the United States,
limited partnerships, insurance contracts of any type, mortgages,
notes or other property of any kind, real or personal, to buy or sell
options on common stock on a nationally recognized exchange with or
without holding the underlying common stock, to buy and sell
commodities, commodity options and contracts for the future delivery
of commodities, and to make any other investments the Trustee deems
appropriate, as a prudent man would do under like circumstances with
due regard for the purposes of this Plan. Any investment made or
retained by the Trustee in good faith is proper but must be of a kind
constituting a diversification considered by law suitable for trust
investments.

(b) To retain in cash so much of the Trust Fund as it may deem
advisable to satisfy liquidity needs of the Plan and to deposit any
cash held in the Trust Fund in a bank account at reasonable interest.

(c) To invest, if the Trustee is a bank or similar financial
institution supervised by the United States or by a State, in any type
of deposit of the Trustee (or of a bank related to the Trustee within
the meaning of Code Section 414(b)) at a reasonable rate of interest
or in a common trust fund, as described in Code Section 584, or in a
collective investment fund, the provisions of which govern the
investment of such assets and which the Plan incorporates by this
reference, which the Trustee (or its affiliate, as defined in Code
Section 1504) maintains exclusively for the collective investment of
money contributed by the bank (or the affiliate) in its capacity as
trustee and which conforms to the rules of the Comptroller of the
Currency.

10.01
<PAGE> 80

(d) To manage, sell, contract to sell, grant options to purchase,
convey, exchange, transfer, abandon, improve, repair, insure, lease
for any term even though commencing in the future or extending beyond
the term of the Trust, and otherwise deal with all property, real or
personal, in such manner, for such considerations and on such terms
and conditions as the Trustee decides.

(e) To credit and distribute the Trust as directed by the Advisory
Committee. The Trustee is not obliged to inquire as to whether any
payee or distributee is entitled to any payment or whether the
distribution is proper or within the terms of the Plan, or as to the
manner of making any payment or distribution. The Trustee is
accountable only to the Advisory Committee for any payment or
distribution made by it in good faith on the order or direction of the
Advisory Committee.

(f) To borrow money, to assume indebtedness, extend mortgages and
encumber by mortgage or pledge.

(g) To compromise, contest, arbitrate or abandon claims and demands,
in its discretion.

(h) To have with respect to the Trust all of the rights of an
individual owner, including the power to give proxies, to participate
in any voting trusts, mergers, consolidations or liquidations, and to
exercise or sell stock subscriptions or conversion rights.

(i) To lease for oil, gas and other mineral purposes and to create
mineral severances by grant or reservation; to pool or unitize
interests in oil, gas and other minerals; and to enter into operating
agreements and to execute division and transfer orders.

(j) To hold any securities or other property in the name of the
Trustee or its nominee, with depositories or agent depositories or in
another form as it may deem best, with or without disclosing the trust
relationship.

(k) To perform any and all other acts in its judgment necessary or
appropriate for the proper and advantageous management, investment and
distribution of the Trust.

(l) To retain any funds or property subject to any dispute without
liability for the payment of interest, and to decline to make payment
or delivery of the funds or property until final adjudication is made
by a court of competent jurisdiction.

(m) To file all tax returns required of the Trustee.

(n) To furnish to the Employer, the Plan Administrator and the
Advisory Committee an annual statement of account showing the
condition of the Trust Fund and all investments, receipts,
disbursements and other transactions effected by the Trustee during
the Plan Year covered by the statement and also stating the assets of
the Trust held at the end of the Plan Year, which accounts are
conclusive on all persons, including the Employer, the Plan
Administrator and the Advisory Committee, except as to any act or
transaction concerning which the Employer, the Plan Administrator or
the Advisory Committee files with the Trustee written exceptions or
objections within 90 days after the receipt of the accounts or for
which ERISA authorizes a longer period within which to object.

(o) To begin, maintain or defend any litigation necessary in
connection with the administration of the Plan, except that the
Trustee is not obliged or required to do so unless indemnified to its
satisfaction.

[B] NONDISCRETIONARY TRUSTEE DESIGNATION/APPOINTMENT OF CUSTODIAN. If the
Employer, in its Adoption Agreement Section 1.02, designates the Trustee to
administer the Trust as a nondiscretionary Trustee, then the Trustee will not
have any discretion or authority with regard to the investment of the Trust
Fund, but must act solely as a directed trustee of the funds contributed to it.
A nondiscretionary Trustee,

10.02
<PAGE> 81

as directed trustee of the funds held by it under the Employer's Plan, is
authorized and empowered, by way of limitation, with the following powers,
rights and duties, each of which the nondiscretionary Trustee exercises solely
as directed trustee in accordance with the written direction of the Named
Fiduciary (except to the extent a Plan asset is subject to the control and
management of a properly appointed Investment Manager or subject to Advisory
Committee or Participant direction of investment):

(a) To invest any part or all of the Trust Fund in any common or
preferred stocks, open-end or closed-end mutual funds, put and call
options traded on a national exchange, United States retirement plan
bonds, corporate bonds, debentures, convertible debentures, commercial
paper, U.S. Treasury bills, U.S. Treasury notes and other direct or
indirect obligations of the United States Government or its agencies,
improved or unimproved real estate situated in the United States,
limited partnerships, insurance contracts of any type, mortgages,
notes or other property of any kind, real or personal, to buy or sell
options on common stock on a nationally recognized options exchange
with or without holding the underlying common stock, to buy and sell
commodities, commodity options and contracts for the future delivery
of commodities, and to make any other investments the Named Fiduciary
deems appropriate.

(b) To retain in cash so much of the Trust Fund as the Named Fiduciary
may direct in writing to satisfy liquidity needs of the Plan and to
deposit any cash held in the Trust Fund in a bank account at
reasonable interest, including, specific authority to invest in any
type of deposit of the Trustee (or of a bank related to the Trustee
within the meaning of Code Section 414(b)) at a reasonable rate of
interest.

(c) To sell, contract to sell, grant options to purchase, convey,
exchange, transfer, abandon, improve, repair, insure, lease for any
term even though commencing in the future or extending beyond the term
of the Trust, and otherwise deal with all property, real or personal,
in such manner, for such considerations and on such terms and
conditions as the Named Fiduciary directs in writing.

(d) To credit and distribute the Trust as directed by the Advisory
Committee. The Trustee is not obliged to inquire as to whether any
payee or distributes is entitled to any payment or whether the
distribution is proper or within the terms of the Plan, or as to the
manner of making any payment or distribution. The Trustee is
accountable only to the Advisory Committee for any payment or
distribution made by it in good faith on the order or direction of the
Advisory Committee.

(e) To borrow money, to assume indebtedness, extend mortgages and
encumber by mortgage or pledge.

(f) To have with respect to the Trust all of the rights of an
individual owner, including the power to give proxies, to participate
in any voting trusts, mergers, consolidations or liquidations, and to
exercise or sell stock subscriptions or conversion rights, provided
the exercise of any such powers is in accordance with and at the
written direction of the Named Fiduciary.

(g) To lease for oil, gas and other mineral purposes and to create
mineral severances by grant or reservation; to pool or unitize
interests in oil, gas and other minerals; and to enter into operating
agreements and to execute division and transfer orders, provided the
exercise of any such powers is in accordance with and at the written
direction of the Named Fiduciary.

(h) To hold any securities or other property in the name of the
nondiscretionary Trustee or its nominee, with depositories or agent
depositories or in another form as the Named Fiduciary may deem best,
with or without disclosing the custodial relationship.

(i) To retain any funds or property subject to any dispute without
liability for the payment of interest, and to decline to make payment
or delivery of the funds or property until a court of competent
jurisdiction makes final adjudication.

10.03
<PAGE> 82

(j) To file all tax returns required of the Trustee.

(k) To furnish to the Named Fiduciary, the Employer, the Plan
Administrator and the Advisory Committee an annual statement of
account showing the condition of the Trust Fund and all investments,
receipts, disbursements and other transactions effected by the
nondiscretionary Trustee during the Plan Year covered by the statement
and also stating the assets of the Trust held at the end of the Plan
Year, which accounts are conclusive on all persons, including the
Named Fiduciary, the Employer, the Plan Administrator and the Advisory
Committee, except as to any act or transaction concerning which the
Named Fiduciary, the Employer, the Plan Administrator or the Advisory
Committee files with the nondiscretionary Trustee written exceptions
or objections within 90 days after the receipt of the accounts or for
which ERISA authorizes a longer period within which to object.

(l) To begin, maintain or defend any litigation necessary in
connection with the administration of the Plan, except that the
Trustee is not obliged or required to do so unless indemnified to its
satisfaction.

APPOINTMENT OF CUSTODIAN. The Employer may appoint a Custodian under
the Plan, the acceptance by the Custodian indicated on the execution page of
the Employer's Adoption Agreement. If the Employer appoints a Custodian, the
Employer's Plan must have a discretionary Trustee, as described in Section
10.03[A]. A Custodian has the same powers, rights and duties as a
nondiscretionary Trustee, as described in this Section 10.03[B]. The Custodian
accepts the terms of the Plan and Trust by executing the Employer's Adoption
Agreement. Any reference in the Plan to a Trustee also is a reference to a
Custodian where the context of the Plan dictates. A limitation of the
Trustee's liability by Plan provision also acts as a limitation of the
Custodian's liability. Any action taken by the Custodian at the discretionary
Trustee's direction satisfies any provision in the Plan referring to the
Trustee's taking that action.

MODIFICATION OF POWERS/LIMITED RESPONSIBILITY. The Employer and the
Custodian or nondiscretionary Trustee, by letter agreement, may limit the
powers of the Custodian or nondiscretionary Trustee to any combination of
powers listed within this Section 10.03[B]. If there is a Custodian or a
nondiscretionary Trustee under the Employer's Plan, then the Employer, in
adopting this Plan acknowledges the Custodian or nondiscretionary Trustee has
no discretion with respect to the investment or re-investment of the Trust Fund
and that the Custodian or nondiscretionary Trustee is acting solely as
custodian or as directed trustee with respect to the assets comprising the
Trust Fund.

[C] LIMITATION OF POWERS OF CERTAIN CUSTODIANS. If a Custodian is a bank
which, under its governing state law, does not possess trust powers, then
paragraphs (a), (c), (e), (f), (g) of Section 10.03[B], Section 10.16 and
Article XI do not apply to that bank and that bank only has the power and
authority to exercise the remaining powers, rights and duties under Section
10.03[B].

[D] NAMED FIDUCIARY/LIMITATION OF LIABILITY OF NONDISCRETIONARY TRUSTEE OR
CUSTODIAN. Under a nondiscretionary Trustee designation, the Named Fiduciary
under the Employer's Plan has the sole responsibility for the management and
control of the Employer's Trust Fund, except with respect to a Plan asset under
the control or direction of a properly appointed Investment Manager or with
respect to a Plan asset properly subject to Participant or Advisory Committee
direction of investment. If the Employer appoints a Custodian, the Named
Fiduciary is the discretionary Trustee. Under a nondiscretionary Trustee
designation, unless the Employer designates in writing another person or
persons to serve as Named Fiduciary, the Named Fiduciary under the Plan is the
president of a corporate Employer, the managing partner of a partnership
Employer or the sole proprietor, as appropriate. The Named Fiduciary will
exercise its management and control of the Trust Fund through its written
direction to the nondiscretionary Trustee or to the Custodian, whichever
applies to the Employer's Plan.

10.04
<PAGE> 83

The nondiscretionary Trustee or Custodian has no duty to review or to
make recommendations regarding investments made at the written direction of
the Named Fiduciary. The nondiscretionary Trustee or Custodian must retain any
investment obtained at the written direction of the Named Fiduciary until
further directed in writing by the Named Fiduciary to dispose of such
investment. The nondiscretionary Trustee or Custodian is not liable in any
manner or for any reason for making, retaining or disposing of any investment
pursuant to any written direction described in this paragraph. Furthermore,
the Employer agrees to indemnify and to hold the nondiscretionary Trustee or
Custodian harmless from any damages, costs or expenses, including reasonable
counsel fees, which the nondiscretionary Trustee or Custodian may incur as a
result of any claim asserted against the nondiscretionary Trustee, the
Custodian or the Trust arising out of the nondiscretionary Trustee's or
Custodian's compliance with any written direction described in this paragraph.

[E] PARTICIPANT LOANS. This Section 10.03[E] specifically authorizes the
Trustee to make loans on a nondiscriminatory basis to a Participant or to a
Beneficiary in accordance with the loan policy established by the Advisory
Committee, provided: (1) the loan policy satisfies the requirements of Section
9.04; (2) loans are available to all Participants and Beneficiaries on a
reasonably equivalent basis and are not available in a greater amount for
Highly Compensated Employees than for other Employees; (3) any loan is
adequately secured and bears a reasonable rate of interest; (4) the loan
provides for repayment within a specified time; (5) the default provisions of
the note prohibit offset of the Participant's Nonforfeitable Accrued Benefit
prior to the time the Trustee otherwise would distribute the Participant's
Nonforfeitable Accrued Benefit; (6) the amount of the loan does not exceed (at
the time the Plan extends the loan) the present value of the Participant's
Nonforfeitable Accrued Benefit; and (7) the loan otherwise conforms to the
exemption provided by Code Section 4975(d)(1). If the joint and survivor
requirements of Article VI apply to the Participant, the Participant may not
pledge any portion of his Accrued Benefit as security for a loan made after
August 18, 1985, unless, within the 90 day period ending on the date the pledge
becomes effective, the Participant's spouse, if any, consents (in a manner
described in Section 6.05 other than the requirement relating to the consent of
a subsequent spouse) to the security or, by separate consent, to an increase in
the amount of security. If the Employer is an unincorporated trade or
business, a Participant who is an Owner-Employee may not receive a loan from
the Plan, unless he has obtained a prohibited transaction exemption from the
Department of Labor. If the Employer is an "S Corporation," a Participant who
is a shareholder-employee (an employee or an officer) who, at any time during
the Employer's taxable year, owns more than 5%, either directly or by
attribution under Code Section 318(a)(1), of the Employer's outstanding stock
may not receive a loan from the Plan, unless he has obtained a prohibited
transaction exemption from the Department of Labor. If the Employer is not an
unincorporated trade or business nor an "S Corporation," this Section 10.03[E]
does not impose any restrictions on the class of Participants eligible for a
loan from the Plan.

[F] INVESTMENT IN QUALIFYING EMPLOYER SECURITIES AND QUALIFYING EMPLOYER REAL
PROPERTY. The investment options in this Section 10.03[F] include the ability
to invest in qualifying Employer securities or qualifying Employer real
property, as defined in and as limited by ERISA. If the Employer's Plan is a
Nonstandardized profit sharing plan, it may elect in its Adoption Agreement to
permit the aggregate investments in qualifying Employer securities and in
qualifying Employer real property to exceed 10% of the value of Plan assets.

10.04 RECORDS AND STATEMENTS. The records of the Trustee pertaining
to the Plan must be open to the inspection of the Plan Administrator, the
Advisory Committee and the Employer at all reasonable times and may be audited
from time to time by any person or persons as the Employer, Plan Administrator
or Advisory Committee may specify in writing. The Trustee must furnish the
Plan Administrator or Advisory Committee with whatever information relating to
the Trust Fund the Plan Administrator or Advisory Committee considers
necessary.

10.05
<PAGE> 84

10.05 FEES AND EXPENSES FROM FUND. A Trustee or Custodian will
receive reasonable annual compensation as may be agreed upon from time to time
between the Employer and the Trustee or Custodian. No person who is receiving
full pay from the Employer may receive compensation for services as Trustee or
as Custodian. The Trustee will pay from the Trust Fund all fees and expenses
reasonably incurred by the Plan, to the extent such fees and expenses are for
the ordinary and necessary administration and operation of the Plan, unless the
Employer pays such fees and expenses. Any fee or expense paid, directly or
indirectly, by the Employer is not an Employer contribution to the Plan,
provided the fee or expense relates to the ordinary and necessary
administration of the Fund.

10.06 PARTIES TO LITIGATION. Except as otherwise provided by ERISA,
no Participant or Beneficiary is a necessary party or is required to receive
notice of process in any court proceeding involving the Plan, the Trust Fund or
any fiduciary of the Plan. Any final judgment entered in any proceeding will
be conclusive upon the Employer, the Plan Administrator, the Advisory
Committee, the Trustee, Custodian, Participants and Beneficiaries.

10.07 PROFESSIONAL AGENTS. The Trustee may employ and pay from the
Trust Fund reasonable compensation to agents, attorneys, accountants and other
persons to advise the Trustee as in its opinion may be necessary. The Trustee
may delegate to any agent, attorney, accountant or other person selected by it
any non-Trustee power or duty vested in it by the Plan, and the Trustee may act
or refrain from acting on the advice or opinion of any agent, attorney,
accountant or other person so selected.

10.08 DISTRIBUTION OF CASH OR PROPERTY. The Trustee may make
distribution under the Plan in cash or property, or partly in each, at its fair
market value as determined by the Trustee. For purposes of a distribution to a
Participant or to a Participant's designated Beneficiary or surviving spouse,
"property" includes a Nontransferable Annuity Contract, provided the contract
satisfies the requirements of this Plan.

10.09 DISTRIBUTION DIRECTIONS. If no one claims a payment or
distribution made from the Trust, the Trustee must promptly notify the Advisory
Committee and then dispose of the payment in accordance with the subsequent
direction of the Advisory Committee.

10.10 THIRD PARTY/MULTIPLE TRUSTEES. No person dealing with the
Trustee is obligated to see to the proper application of any money paid or
property delivered to the Trustee, or to inquire whether the Trustee has acted
pursuant to any of the terms of the Plan. Each person dealing with the Trustee
may act upon any notice, request or representation in writing by the Trustee,
or by the Trustee's duly authorized agent, and is not liable to any person in
so acting. The certificate of the Trustee that it is acting in accordance with
the Plan will be conclusive in favor of any person relying on the certificate.
If more than two persons act as Trustee, a decision of the majority of such
persons controls with respect to any decision regarding the administration or
investment of the Trust Fund or of any portion of the Trust Fund with respect
to which such persons act as Trustee. However, the signature of only one
Trustee is necessary to effect any transaction on behalf of the Trust.

10.11 RESIGNATION. The Trustee or Custodian may resign its position
at any time by giving 30 days' written notice in advance to the Employer and to
the Advisory Committee. If the Employer fails to appoint a successor Trustee
within 60 days of its receipt of the Trustee's written notice of resignation,
the Trustee will treat the Employer as having appointed itself as Trustee and
as having filed its acceptance of appointment with the former Trustee. The
Employer, in its sole discretion, may replace a Custodian. If the Employer
does not replace a Custodian, the discretionary Trustee will assume possession
of Plan assets held by the former Custodian.

10.06
<PAGE> 85

10.12 REMOVAL. The Employer, by giving 30 days' written notice in
advance to the Trustee, may remove any Trustee or Custodian. In the event of
the resignation or removal of a Trustee, the Employer must appoint a successor
Trustee if it intends to continue the Plan. If two or more persons hold the
position of Trustee, in the event of the removal of one such person, during any
period the selection of a replacement is pending, or during any period such
person is unable to serve for any reason, the remaining person or persons will
act as the Trustee.

10.13 INTERIM DUTIES AND SUCCESSOR TRUSTEE. Each successor Trustee
succeeds to the title to the Trust vested in his predecessor by accepting in
writing his appointment as successor Trustee and by filing the acceptance with
the former Trustee and the Advisory Committee without the signing or filing of
any further statement. The resigning or removed Trustee, upon receipt of
acceptance in writing of the Trust by the successor Trustee, must execute all
documents and do all acts necessary to vest the title of record in any
successor Trustee. Each successor Trustee has and enjoys all of the powers,
both discretionary and ministerial, conferred under this Agreement upon his
predecessor. A successor Trustee is not personally liable for any act or
failure to act of any predecessor Trustee, except as required under ERISA.
With the approval of the Employer and the Advisory Committee, a successor
Trustee, with respect to the Plan, may accept the account rendered and the
property delivered to it by a predecessor Trustee without incurring any
liability or responsibility for so doing.

10.14 VALUATION OF TRUST. The Trustee must value the Trust Fund as
of each Accounting Date to determine the fair market value of each
Participant's Accrued Benefit in the Trust. The Trustee also must value the
Trust Fund on such other valuation dates as directed in writing by the Advisory
Committee or as required by the Employer's Adoption Agreement.

10.15 LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY
TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED. The Trustee is not liable for the
acts or omissions of any Investment Manager the Advisory Committee may appoint,
nor is the Trustee under any obligation to invest or otherwise manage any asset
of the Plan which is subject to the management of a properly appointed
Investment Manager. The Advisory Committee, the Trustee and any properly
appointed Investment Manager may execute a letter agreement as a part of this
Plan delineating the duties, responsibilities and liabilities of the Investment
Manager with respect to any part of the Trust Fund under the control of the
Investment Manager.

The limitation on liability described in this Section 10.15 also
applies to the acts or omissions of any ancillary trustee or independent
fiduciary properly appointed under Section 10.17 of the Plan. However, if a
discretionary Trustee, pursuant to the delegation described in Section 10.17 of
the Plan, appoints an ancillary trustee, the discretionary Trustee is
responsible for the periodic review of the ancillary trustee's actions and must
exercise its delegated authority in accordance with the terms of the Plan and
in a manner consistent with ERISA. The Employer, the discretionary Trustee and
an ancillary trustee may execute a letter agreement as a part of this Plan
delineating any indemnification agreement between the parties.

10.16 INVESTMENT IN GROUP TRUST FUND. The Employer, by adopting this
Plan, specifically authorizes the Trustee to invest all or any portion of the
assets comprising the Trust Fund in any group trust fund which at the time of
the investment provides for the pooling of the assets of plans qualified under
Code Section 401(a). This authorization applies solely to a group trust fund
exempt from taxation under Code Section 501(a) and the trust agreement of which
satisfies the requirements of Revenue Ruling 81-100. The provisions of the
group trust fund agreement, as amended from time to time, are by this reference
incorporated within this Plan and Trust. The provisions of the group trust
fund will govern any investment of Plan assets in that fund. The Employer must
specify in an attachment to its adoption agreement the group trust fund(s) to
which this authorization applies. If the Trustee is acting as a
nondiscretionary Trustee, the investment in the group trust fund is available
only in accordance with a proper direction, by the Named Fiduciary, in
accordance with Section 10.03[B]. Pursuant to paragraph

10.07
<PAGE> 86

(c) of Section 10.03[A] of the Plan, a Trustee has the authority to invest in
certain common trust funds and collective investment fund's without the need
for the authorizing addendum described in this Section 10.16.

Furthermore, at the Employer's direction, the Trustee, for collective
investment purposes, may combine into one trust fund the Trust created under
this Plan with the Trust created under any other qualified retirement plan the
Employer maintains. However, the Trustee must maintain separate records of
account for the assets of each Trust in order to reflect properly each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.

10.17 APPOINTMENT OF ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY. The
Employer, in writing, may appoint any person in any State to act as ancillary
trustee with respect to a designated portion of the Trust Fund. An ancillary
trustee must acknowledge in writing its acceptance of the terms and conditions
of its appointment as ancillary trustee and its fiduciary status under ERISA.
The ancillary trustee has the rights, powers, duties and discretion as the
Employer may delegate, subject to any limitations or directions specified in
the instrument evidencing appointment of the ancillary trustee and to the terms
of the Plan or of ERISA. The investment powers delegated to the ancillary
trustee may include any investment powers available under Section 10.03 of the
Plan including the right to invest any portion of the assets of the Trust Fund
in a common trust fund, as described in Code Section 584, or in any collective
investment fund, the provisions of which govern the investment of such assets
and which the Plan incorporates by this reference, but only if the ancillary
trustee is a bank or similar financial institution supervised by the United
States or by a State and the ancillary trustee (or its affiliate, as defined in
Code Section 1504) maintains the common trust fund or collective investment
fund exclusively for the collective investment of money contributed by the
ancillary trustee (or its affiliate) in a trustee capacity and which conforms
to the rules of the Comptroller of the Currency. The Employer also may appoint
as an ancillary trustee, the trustee of any group trust fund designated for
investment pursuant to the provisions of Section 10.16 of the Plan.

The ancillary trustee may resign its position at any time by providing
at least 30 days' advance written notice to the Employer, unless the Employer
waives this notice requirement. The Employer, in writing, may remove an
ancillary trustee at any time. In the event of resignation or removal, the
Employer may appoint another ancillary trustee, return the assets to the
control and management of the Trustee or receive such assets in the capacity of
ancillary trustee. The Employer may delegate its responsibilities under this
Section 10.17 to a discretionary Trustee under the Plan, but not to a
nondiscretionary Trustee or to a Custodian, subject to the acceptance by the
discretionary Trustee of that delegation.

If the U.S. Department of Labor ("the Department") requires engagement
of an independent fiduciary to have control or management of all or a portion
of the Trust Fund, the Employer will appoint such independent fiduciary, as
directed by the Department. The independent fiduciary will have the duties,
responsibilities and powers prescribed by the Department and will exercise
those duties, responsibilities and powers in accordance with the terms,
restrictions and conditions established by the Department and, to the extent
not inconsistent with ERISA, the terms of the Plan. The independent fiduciary
must accept its appointment in writing and must acknowledge its status as a
fiduciary of the Plan.

* * * * * * * * * * * * * * *

10.08
<PAGE> 87
ARTICLE XI
PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY

11.01 INSURANCE BENEFIT. The Employer may elect to provide incidental
life insurance benefits for insurable Participants who consent to life
insurance benefits by signing the appropriate insurance company application
form. The Trustee will not purchase any incidental life insurance benefit for
any Participant prior to an allocation to the Participant's Account. At an
insured Participant's written direction, the Trustee will use all or any
portion of the Participant's nondeductible voluntary contributions, if any, to
pay insurance premiums covering the Participant's life. This Section 11.01
also authorizes the purchase of life insurance, for the benefit of the
Participant, on the life of a family member of the Participant or on any person
in whom the Participant has an insurable interest. However, if the policy is
on the joint lives of the Participant and another person, the Trustee may not
maintain that policy if that other person predeceases the Participant.

The Employer will direct the Trustee as to the insurance company and
insurance agent through which the Trustee is to purchase the insurance
contracts, the amount of the coverage and the applicable dividend plan. Each
application for a policy, and the policies themselves, must designate the
Trustee as sole owner, with the right reserved to the Trustee to exercise any
right or option contained in the policies, subject to the terms and provisions
of this Agreement. The Trustee must be the named beneficiary for the Account
of the insured Participant. Proceeds of insurance contracts paid to the
Participant's Account under this Article XI are subject to the distribution
requirements of Article V and of Article VI. The Trustee will not retain any
such proceeds for the benefit of the Trust.

The Trustee will charge the premiums on any incidental benefit insurance
contract covering the life of a Participant against the Account of that
Participant. The Trustee will hold all incidental benefit insurance contracts
issued under the Plan as assets of the Trust created under the Plan.

(A) INCIDENTAL INSURANCE BENEFITS. The aggregate of life insurance premiums
paid for the benefit of a Participant, at all times, may not exceed the
following percentages of the aggregate of the Employer's contributions
allocated to any Participant's Account: (i) 49% in the case of the purchase of
ordinary life insurance contracts; or (ii) 25% in the case of the purchase of
term life insurance or universal life insurance contracts. If the Trustee
purchases a combination of ordinary life insurance contract(s) and term life
insurance or universal life insurance contract(s), then the sum of one-half of
the premiums paid for the ordinary life insurance contract(s) and the premiums
paid for the term life insurance or universal life insurance contract(s) may
not exceed 25% of the Employer contributions allocated to any Participant's
Account.

(B) EXCEPTION FOR CERTAIN PROFIT SHARING PLANS. If the Employer's Plan is a
profit sharing plan, the incidental insurance benefits requirement does not
apply to the Plan if the Plan purchases life insurance benefits only from
Employer contributions accumulated in the Participant's Account for at least
two years (measured from the allocation date).

11.02 LIMITATION ON LIFE INSURANCE PROTECTION. The Trustee will not
continue any life insurance protection for any Participant beyond his annuity
starting date (as defined in Article VI). If the Trustee holds any incidental
benefit insurance contract(s) for the benefit of a Participant when he
terminates his employment (other than by reason of death), the Trustee must
proceed as follows:

(a) If the entire cash value of the contract(s) is vested in the
terminating Participant, or if the contract(s) will have no cash value at
the end of the policy year in which termination of employment occurs, the
Trustee will transfer the contract(s) to the Participant endorsed so as
to vest in the transferee all right, title and interest to the
contract(s), free and clear of the Trust; subject however, to
restrictions as to surrender or payment of benefits as the issuing
insurance company may permit and as the Advisory Committee directs;

11.01

<PAGE> 88

(b) If only part of the cash value of the contract(s) is vested in the
terminating Participant, the Trustee, to the extent the Participant's
interest in the cash value of the contract(s) is not vested, may adjust
the Participant's interest in the value of his Account attributable to
Trust assets other than incidental benefit insurance contracts and
proceed as in (a), or the Trustee must effect a loan from the issuing
insurance company on the sole security of the contract(s) for an amount
equal to the difference between the cash value of the contract(s) at the
end of the policy year in which termination of employment occurs and the
amount of the cash value that is vested in the terminating Participant,
and the Trustee must transfer the contract(s) endorsed so as to vest in
the transferee all right, title and interest to the contract(s), free and
clear of the Trust; subject however, to the restrictions as to surrender
or payment of benefits as the issuing insurance company may permit and
the Advisory Committee directs;

(c) If no part of the cash value of the contract(s) is vested in the
terminating Participant, the Trustee must surrender the contract(s) for
cash proceeds as may be available.

In accordance with the written direction of the Advisory Committee, the
Trustee will make any transfer of contract(s) under this Section 11.02 on the
Participant's annuity starting date or as soon as administratively practicable
after that date). The Trustee may not transfer any contract under this Section
11.02 which contains a method of payment not specifically authorized by Article
VI or which fails to comply with the joint and survivor annuity requirements,
if applicable, of Article VI. In this regard, the Trustee either must convert
such a contract to cash and distribute the cash instead of the contract, or
before making the transfer, require the issuing company to delete the
unauthorized method of payment option from the contract.

11.03 DEFINITIONS. For purposes of this Article XI:

(a) "Policy" means an ordinary life insurance contract or a term life
insurance contract issued by an insurer on the life of a Participant.

(b) "Issuing insurance company" is any life insurance company which has
issued a policy upon application by the Trustee under the terms of this
Agreement.

(c) "Contract" or "Contracts" means a policy of insurance. In the event
of any conflict between the provisions of this Plan and the terms of any
contract or policy of insurance issued in accordance with this Article
XI, the provisions of the Plan control.

(d) "Insurable Participant" means a Participant to whom an insurance
company, upon an application being submitted in accordance with the Plan,
will issue insurance coverage, either as a standard risk or as a risk in
an extra mortality classification.

11.04 DIVIDEND PLAN. The dividend plan is premium reduction unless the
Advisory Committee directs the Trustee to the contrary. The Trustee must use
all dividends for a contract to purchase insurance benefits or additional
insurance benefits for the Participant on whose life the insurance company has
issued the contract. Furthermore, the Trustee must arrange, where possible,
for all policies issued on the lives of Participants under the Plan to have the
same premium due date and all ordinary life insurance contracts to contain
guaranteed cash values with as uniform basic options as are possible to obtain.
The term "dividends" includes policy dividends, refunds of premiums and other
credits.

11.05 INSURANCE COMPANY NOT A PARTY TO AGREEMENT. No insurance company,
solely in its capacity as an issuing insurance company, is a party to this
Agreement nor is the company responsible for its validity.

11.02

<PAGE> 89

11.06 INSURANCE COMPANY NOT RESPONSIBLE FOR TRUSTEE'S ACTIONS. No
insurance company, solely in its capacity as an issuing insurance company,
need examine the terms of this Agreement nor is responsible for any action
taken by the Trustee.

11.07 INSURANCE COMPANY RELIANCE ON TRUSTEE'S SIGNATURE. For the purpose
of making application to an insurance company and in the exercise of any right
or option contained in any policy, the insurance company may rely upon the
signature of the Trustee and is saved harmless and completely discharged in
acting at the direction and authorization of the Trustee.

11.08 ACQUITTANCE. An insurance company is discharged from all liability
for any amount paid to the Trustee or paid in accordance with the direction of
the Trustee, and is not obliged to see to the distribution or further
application of any moneys it so pays.

11.09 DUTIES OF INSURANCE COMPANY. Each insurance company must keep such
records, make such identification of contracts, funds and accounts within
funds, and supply such information as may be necessary for the proper
administration of the Plan under which it is carrying insurance benefits.

Note: The provisions of this Article XI are not applicable, and the Plan
may not invest in insurance contracts, if a Custodian signatory to the Adoption
Agreement is a bank which has not acquired trust powers from its governing
state banking authority.

* * * * * * * * * * * * * * *

11.03

<PAGE> 90

ARTICLE XII
MISCELLANEOUS

12.01 EVIDENCE. Anyone required to give evidence under the terms of the
Plan may do so by certificate, affidavit, document or other information which
the person to act in reliance may consider pertinent, reliable and genuine, and
to have been signed, made or presented by the proper party or parties. The
Advisory Committee and the Trustee are fully protected in acting and relying
upon any evidence described under the immediately preceding sentence.

12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the
Advisory Committee has any obligation or responsibility with respect to any
action required by the Plan to be taken by the Employer, any Participant or
eligible Employee, or for the failure of any of the above persons to act or
make any payment or contribution, or to otherwise provide any benefit
contemplated under this Plan. Furthermore, the Plan does not require the
Trustee or the Advisory Committee to collect any contribution required under
the Plan, or to determine the correctness of the amount of any Employer
contribution. Neither the Trustee nor the Advisory Committee need inquire into
or be responsible for any action or failure to act on the part of the others,
or on the part of any other person who has any responsibility regarding the
management, administration or operation of the Plan, whether by the express
terms of the Plan or by a separate agreement authorized by the Plan or by the
applicable provisions of ERISA. Any action required of a corporate Employer
must be by its Board of Directors or its designate.

12.03 FIDUCIARIES NOT INSURERS. The Trustee, the Advisory Committee, the
Plan Administrator and the Employer in no way guarantee the Trust Fund from
loss or depreciation. The Employer does not guarantee the payment of any money
which may be or becomes due to any person from the Trust Fund. The liability
of the Advisory Committee and the Trustee to make any payment from the Trust
Fund at any time and all times is limited to the then available assets of the
Trust.

12.04 WAIVER OF NOTICE. Any person entitled to notice under the Plan may
waive the notice, unless the Code or Treasury regulations prescribe the notice
or ERISA specifically or impliedly prohibits such a waiver.

12.05 SUCCESSORS. The Plan is binding upon all persons entitled to
benefits under the Plan, their respective heirs and legal representatives, upon
the Employer, its successors and assigns, and upon the Trustee, the Advisory
Committee, the Plan Administrator and their successors.

12.06 WORD USAGE. Words used in the masculine also apply to the feminine
where applicable, and wherever the context of the Employer's Plan dictates, the
plural includes the singular and the singular includes the plural.

12.07 STATE LAW. The law of the state of the Employer's principal place of
business (unless otherwise designated in an addendum to the Employer's Adoption
Agreement) will determine all questions arising with respect to the provisions
of this Agreement except to the extent superseded by Federal law.

12.08 EMPLOYER'S RIGHT TO PARTICIPATE. If the Employer's Plan fails to
qualify or to maintain qualification or if the Employer makes any amendment or
modification to a provision of this Plan (other than a proper completion of an
elective provision under the Adoption Agreement or the attachment of an
addendum authorized by the Plan or by the Adoption Agreement), the Employer may
no longer participate under this Prototype Plan. Furthermore, if the Employer
no longer is a client of the Regional Prototype Sponsor, subsequent amendments
to this Prototype Plan by the Regional Prototype Sponsor, pursuant to Section
13.03 of the Plan, will result in the discontinuance of the Employer's
participation in this Prototype Plan unless it resumes its client relationship
with the Regional

12.01

<PAGE> 91

Prototype Sponsor. If the Employer is not entitled to participate under this
Prototype Plan, the Employer's Plan is an individually-designed plan and
the reliance procedures specified in the applicable Adoption Agreement no
longer will apply.

12.09 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, or with
respect to the establishment of the Trust, or any modification or amendment to
the Plan or Trust, or in the creation of any Account, or the payment of any
benefit, gives any Employee, Employee-Participant or any Beneficiary any right
to continue employment, any legal or equitable right against the Employer, or
Employee of the Employer, or against the Trustee, or its agents or employees,
or against the Plan Administrator, except as expressly provided by the Plan,
the Trust, ERISA or by a separate agreement.

* * * * * * * * * * * * * * *

12.02

<PAGE> 92

ARTICLE XIII
EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION

13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the
Employer has no beneficial interest in any asset of the Trust and no part of
any asset in the Trust may ever revert to or be repaid to an Employer, either
directly or indirectly; nor, prior to the satisfaction of all liabilities with
respect to the Participants and their Beneficiaries under the Plan, may any
part of the corpus or income of the Trust Fund, or any asset of the Trust, be
(at any time) used for, or diverted to, purposes other than the exclusive
benefit of the Participants or their Beneficiaries. However, if the
Commissioner of Internal Revenue, upon the Employer's request for initial
approval of this Plan, determines the Trust created under the Plan is not a
qualified trust exempt from Federal income tax, then (and only then) the
Trustee, upon written notice from the Employer, will return the Employer's
contributions (and increment attributable to the contributions) to the
Employer. The Trustee must make the return of the Employer contribution under
this Section 13.01 within one year of a final disposition of the Employer's
request for initial approval of the Plan. The Employer's Plan and Trust will
terminate upon the Trustee's return of the Employer's contributions.

13.02 AMENDMENT BY EMPLOYER. The Employer has the right at any time and
from time to time:

(a) To amend the elective provisions of the Adoption Agreement in any
manner it deems necessary or advisable in order to qualify (or maintain
qualification of) this Plan and the Trust created under it under the
provisions of Code Section 401(a);

(b) To amend the Plan to allow the Plan to operate under a waiver of the
minimum funding requirement; and

No amendment may authorize or permit any of the Trust Fund (other than the
part which is required to pay taxes and administration expenses) to be used for
or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries or estates. No amendment may cause or
permit any portion of the Trust Fund to revert to or become a property of the
Employer. The Employer also may not make any amendment which affects the
rights, duties or responsibilities of the Trustee, the Plan Administrator or
the Advisory Committee without the written consent of the affected Trustee, the
Plan Administrator or the affected member of the Advisory Committee. The
Employer must make all amendments in writing. Each amendment must state the
date to which it is either retroactively or prospectively effective. See
Section 12.08 for the effect of certain amendments adopted by the Employer.

(A) CODE SECTION 411(D)(6) PROTECTED BENEFITS. An amendment (including the
adoption of this Plan as a restatement of an existing plan) may not decrease a
Participant's Accrued Benefit, except to the extent permitted under Code
Section 412(c)(8), and may not reduce or eliminate Code Section 411(d)(6)
protected benefits determined immediately prior to the adoption date (or, if
later, the effective date) of the amendment. An amendment reduces or
eliminates Code Section 411 (d)(6) protected benefits if the amendment has the
effect of either (1) eliminating or reducing an early retirement benefit or a
retirement-type subsidy (as defined in Treasury regulations), or (2) except as
provided by Treasury regulations, eliminating an optional form of benefit. The
Advisory Committee must disregard an amendment to the extent application of the
amendment would fail to satisfy this paragraph. If the Advisory Committee must
disregard an amendment because the amendment would violate clause (1) or clause
(2), the Advisory Committee must maintain a schedule of the early retirement
option or other optional forms of benefit the Plan must continue for the
affected Participants.

13.01

<PAGE> 93

13.03 AMENDMENT BY REGIONAL PROTOTYPE PLAN SPONSOR. The Regional Prototype
Plan Sponsor, without the Employer's consent, may amend the Plan and Trust,
from time to time, in order to conform the Plan and Trust to any requirement
for qualification of the Plan and Trust under the Internal Revenue Code. The
Regional Prototype Plan Sponsor may not amend the Plan in any manner which
would modify any election made by the Employer under the Plan without the
Employer's written consent. Furthermore, the Regional Prototype Plan Sponsor
may not amend the Plan in any manner which would violate the proscription of
Section 13.02. A Trustee does not have the power to amend the Plan or Trust.

13.04 DISCONTINUANCE. The Employer has the right, at any time, to suspend
or discontinue its contributions under the Plan, and to terminate, at any time,
this Plan and the Trust created under this Agreement. The Plan will terminate
upon the first to occur of the following:

(a) The date terminated by action of the Employer;

(b) The dissolution or merger of the Employer, unless the successor
makes provision to continue the Plan, in which event the successor must
substitute itself as the Employer under this Plan. Any termination of
the Plan resulting from this paragraph (b) is not effective until
compliance with any applicable notice requirements under ERISA.

13.05 FULL VESTING ON TERMINATION. Upon either full or partial
termination of the Plan, or, if applicable, upon complete discontinuance of
profit sharing plan contributions to the Plan, an affected Participant's right
to his Accrued Benefit is 100% Nonforfeitable, irrespective of the
Nonforfeitable percentage which otherwise would apply under Article V.

13.06 MERGER/DIRECT TRANSFER. The Trustee may not consent to, or be a
party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan, unless immediately after the merger,
consolidation or transfer, the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have
received had the Plan terminated immediately before the merger or consolidation
or transfer. The Trustee possesses the specific authority to enter into merger
agreements or direct transfer of assets agreements with the trustees of other
retirement plans described in Code Section 401(a), including an elective
transfer, and to accept the direct transfer of plan assets, or to transfer plan
assets, as a party to any such agreement.

The Trustee may accept a direct transfer of plan assets on behalf of an
Employee prior to the date the Employee satisfies the Plan's eligibility
conditions. If the Trustee accepts such a direct transfer of plan assets, the
Advisory Committee and Trustee must treat the Employee as a Participant for all
purposes of the Plan except the Employee is not a Participant for purposes of
sharing in Employer contributions or Participant forfeitures under the Plan
until he actually becomes a Participant in the Plan.

(A) ELECTIVE TRANSFERS. The Trustee, after August 9, 1988, may not consent to,
or be a party to a merger, consolidation or transfer of assets with a defined
benefit plan, except with respect to an elective transfer, or unless the
transferred benefits are in the form of paid-up individual annuity contracts
guaranteeing the payment of the transferred benefits in accordance with the
terms of the transferor plan and in a manner consistent with the Code and with
ERISA. The Trustee will hold, administer and distribute the transferred assets
as a part of the Trust Fund and the Trustee must maintain a separate Employer
contribution Account for the benefit of the Employee on whose behalf the
Trustee accepted the transfer in order to reflect the value of the transferred
assets. Unless a transfer of assets to this Plan is an elective transfer, the
Plan will preserve all Code Section 411(d)(6) protected benefits with respect
to those transferred assets, in the manner described in Section 13.02. A
transfer is an elective transfer if (1) the transfer satisfies the first
paragraph of this Section 13.06; (2) the transfer is voluntary, under a fully
informed election by the Participant; (3) the Participant has an alternative
that retains his Code Section 411(d)(6) protected benefits (including an option
to leave his benefit in the transferor plan, if that plan

13.02

<PAGE> 94

is not terminating); (4) the transfer satisfies the applicable spousal consent
requirements of the Code; (5) the transferor plan satisfies the joint and
survivor notice requirements of the Code, if the Participant's transferred
benefit is subject to those requirements; (6) the Participant has a right to
immediate distribution from the transferor plan, in lieu of the elective
transfer; (7) the transferred benefit is at least the greater of the single sum
distribution provided by the transferor plan for which the Participant is
eligible or the present value of the Participant's accrued benefit under the
transferor plan payable at that plan's normal retirement age; (8) the
Participant has a 100% Nonforfeitable interest in the transferred benefit; and
(9) the transfer otherwise satisfies applicable Treasury regulations. An
elective transfer may occur between qualified plans of any type. Any direct
transfer of assets from a defined benefit plan after August 9, 1988, which does
not satisfy the requirements of this paragraph will render the Employer's Plan
individually-designed. See SECTION 12.08.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE Section 401(K). If the Plan receives
a direct transfer (by merger or otherwise) of elective contributions (or
amounts treated as elective contributions) under a Plan with a Code Section
401(k) arrangement, the distribution restrictions of Code Section Section
401(k)(2) and (10) continue to apply to those transferred elective
contributions.

13.07 TERMINATION.

(A) PROCEDURE. Upon termination of the Plan, the distribution provisions of
Article VI remain operative, with the following exceptions:

(1) if the present value of the Participant's Nonforfeitable Accrued
Benefit does not exceed $3,500, the Advisory Committee will direct the
Trustee to distribute the Participant's Nonforfeitable Accrued Benefit to
him in lump sum as soon as administratively practicable after the Plan
terminates; and

(2) if the present value of the Participant's Nonforfeitable Accrued
Benefit exceeds $3,500, the Participant or the Beneficiary, in addition
to the distribution events permitted under Article VI, may elect to have
the Trustee commence distribution of his Nonforfeitable Accrued Benefit
as soon as administratively practicable after the Plan terminates.

To liquidate the Trust, the Advisory Committee will purchase a deferred
annuity contract for each Participant which protects the Participant's
distribution rights under the Plan, if the Participant's Nonforfeitable Accrued
Benefit exceeds $3,500 and the Participant does not elect an immediate
distribution pursuant to Paragraph (2).

If the Employer's Plan is a profit sharing plan, in lieu of the preceding
provisions of this Section 13.07 and the distribution provisions of Article VI,
Nonforfeitable Accrued Benefit, in lump sum, as soon as administratively
practicable after the termination of the Plan, irrespective of the present value
of the Participant's Nonforfeitable Accrued Benefit and whether the Participant
consents to that distribution. This paragraph does not apply if: (1) the Plan
provides an annuity option; or (2) as of the period between the Plan termination
date and the final distribution of assets, the Employer maintains any other
defined contribution plan (other than an ESOP). The Employer, in an addendum to
its Adoption Agreement numbered 13.07, may elect not to have this paragraph
apply.

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<PAGE> 95

The Trust will continue until the Trustee in accordance with the
direction of the Advisory Committee has distributed all of the benefits under
the Plan. On each valuation date, the Advisory Committee will credit any part
of a Participant's Accrued Benefit retained in the Trust with its proportionate
share of the Trust's income, expenses, gains and losses, both realized and
unrealized. Upon termination of the Plan, the amount, if any, in a suspense
account under Article III will revert to the Employer, subject to the conditions
of the Treasury regulations permitting such a reversion. A resolution or
amendment to freeze all future benefit accrual but otherwise to continue
maintenance of this Plan, is not a termination for purposes of this Section
13.07.

(B) DISTRIBUTION RESTRICTIONS UNDER CODE SECTION 401(K). If the Employer's
Plan includes a Code Section 401(k) arrangement or if transferred assets
described in Section 13.06 are subject to the distribution restrictions of Code
Section Section 401(k)(2) and (10), the special distribution provisions of this
Section 13.07 are subject to the restrictions of this paragraph. The portion
of the Participant's Nonforfeitable Accrued Benefit attributable to elective
contributions (or to amounts treated under the Code Section 401(k) arrangement
as elective contributions) is not distributable on account of Plan termination,
as described in this Section 13.07, unless: (a) the Participant otherwise is
entitled under the Plan to a distribution of that portion of his Nonforfeitable
Accrued Benefit; or (b) the Plan termination occurs without the establishment o
a successor plan. A successor plan under clause (b) is a defined contribution
plan (other than an ESOP) maintained by the Employer (or by a related employer)
at the time of the termination of the Plan or within the period ending twelve
months after the final distribution of assets. A distribution made after March
31, 1988, pursuant to clause (b), must be part of a lump sum distribution to
the Participant of his Nonforfeitable Accrued Benefit.

* * * * * * * * * * * * * * *

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Defined Contribution Prototype Plan

ARTICLE XIV
CODE SECTION 401(K) AND CODE SECTION 401(M) ARRANGEMENTS

14.01 APPLICATION. This Article XIV applies to an Employer's Plan only if
the Employer is maintaining its Plan under a Code Section 401(k) Adoption
Agreement.

14.02 CODE Section 401(k) ARRANGEMENT. The Employer will elect in
Section 3.01 of its Adoption Agreement the terms of the Code Section 401(k)
arrangement, if any, under the Plan. If the Employer's Plan is a Standardized
Plan, the Code Section 401(k) arrangement must be a salary reduction
arrangement. If the Employer's Plan is a Nonstandardized Plan, the Code
Section 401(k) arrangement may be a salary reduction arrangement or a cash or
deferred arrangement.

(A) SALARY REDUCTION ARRANGEMENT. If the Employer elects a salary reduction
arrangement, any Employee eligible to participate in the Plan may file a
salary reduction agreement with the Advisory Committee. The salary reduction
agreement may not be effective earlier than the following date which occurs
last: (i) the Employee's Plan Entry Date (or, in the case of a reemployed
Employee, his reparticipation date under Article II); (ii) the execution date of
the Employee's salary reduction agreement; (iii) the date the Employer adopts
the Code Section 401(k) arrangement by executing the Adoption Agreement; or
(iv) the effective date of the Code Section 401(k) arrangement, as specified in
the Employer's Adoption Agreement. Regarding clause (i), an Employee subject
to the Break in Service rule of Section 2.03(B) of the Plan may not enter into
a salary reduction agreement until the Employee has completed a sufficient
number of Hours of Service to receive credit for a Year of Service (as defined
in Section 2.02) following his reemployment commencement date. A salary
reduction agreement must specify the amount of Compensation (as defined in
Section 1.12) or percentage of Compensation the Employee wishes to defer. The
salary reduction agreement will apply only to Compensation which becomes
currently available to the Employee after the effective date of the salary
reduction agreement. The Employer will apply a reduction election to all
Compensation (and to increases in such Compensation) unless the Employee
specifies in his salary reduction agreement to limit the election to certain
Compensation. The Employer will specify in Adoption Agreement Section 3.01 the
rules and restrictions applicable to the Employees salary reduction agreements.

(B) CASH OR DEFERRED ARRANGEMENT. If the Employer elects a cash or deferred
arrangement, a Participant may elect to make a cash election against his
proportionate share of the Employer's Cash or Deferred Contribution, in
accordance with the Employer's elections in Adoption Agreement Section 3.01. A
Participant's proportionate share of the Employer's Cash or Deferred
Contribution is the percentage of the total Cash or Deferred Contribution which
bears the same ratio that the Participant's Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year. For
purposes of determining each Participant's proportionate share of the Cash or
Deferred Contribution, a Participant's Compensation is his Compensation as
determined under Section 1.12 of the Plan (as modified by Section 3.06 for
allocation purposes), excluding any effect the proportionate share may have on
the Participant's Compensation for the Plan Year. The Advisory Committee will
determine the proportionate share prior to the Employer's actual contribution
to the Trust, to provide the Participants the opportunity to file cash
elections. The Employer will pay directly to the Participant the portion of
his proportionate share the Participant has elected to receive in cash.

(C) ELECTION NOT TO PARTICIPATE. A Participant's or Employee's election not to
participate, pursuant to Section 2.06, includes his right to enter into a
salary reduction agreement or to share in the allocation of a Cash or Deferred
Contribution, unless the Participant or Employee limits the effect of the
election to the non-401(k) portions of the Plan.

14.03 DEFINITIONS. For purposes of this Article XIV:

(a) "Highly Compensated Employee" means an Eligible Employee who
satisfies the definition in Section 1.09 of the Plan. Family members
aggregated as a single Employee under Section 1.09 constitute a single
Highly Compensated Employee, whether a particular family member is a

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Defined Contribution Prototype Plan

Highly Compensated Employee or a Nonhighly Compensated Employee without
the application of family aggregation.

(b) "Nonhighly Compensated Employee" means an Eligible Employee who is
not a Highly Compensated Employee and who is not a family member treated
as a Highly Compensated Employee.

(c) "Eligible Employee" means, for purposes of the ADP test described in
Section 14.08, an Employee who is eligible to enter into a salary
reduction agreement for the Plan Year, irrespective of whether he
actually enters into such an agreement, and a Participant who is eligible
for an allocation of the Employer's Cash or Deferred Contribution for the
Plan Year. For purposes of the ACP test described in Section 14.09, an
"Eligible Employee" means a Participant who is eligible to receive an
allocation of matching contributions (or would be eligible if he made the
type of contributions necessary to receive an allocation of matching
contributions) and a Participant who is eligible to make nondeductible
contributions, respective of whether he actually makes nondeductible
contributions. An Employee continues to be an Eligible Employee during a
period the Plan suspends the Employee's right to make elective deferrals
or nondeductible contributions following a hardship distribution.

(d) "Highly Compensated Group" means the group of Eligible Employees who
are Highly Compensated Employees for the Plan Year.

(e) "Nonhighly Compensated Group" means the group of Eligible Employees
who are Nonhighly Compensated Employees for the Plan Year.

(f) "Compensation" means, except as specifically provided in this Article
XIV, Compensation as defined for nondiscrimination purposes in Section
1.12(B) of the Plan. To compute an Employee's ADP or ACP, the Advisory
Committee may limit Compensation taken into account to Compensation
received only for the portion of the Plan Year in which the Employee was
an Eligible Employee and only for the portion of the Plan Year in which
the Plan or the Code Section 401(k) arrangement was in effect.

(g) "Deferral contributions" are Salary Reduction Contributions and Cash
or Deferred Contributions the Employer contributes to the Trust on behalf
of an Eligible Employee, irrespective of whether, in the case of Cash or
Deferred Contributions, the contribution is at the election of the
Employee. For Salary Reduction Contributions, the terms "deferral
contributions" and "elective deferrals" have the same meaning.

(h) "Elective deferrals" are all Salary Reduction Contributions and that
portion of any Cash or Deferred Contribution which the Employer
contributes to the Trust at the election of an Eligible Employee. Any
portion of a Cash or Deferred Contribution contributed to the Trust
because of the Employee's failure to make a cash election is an elective
deferral. However, any portion of a Cash or Deferred Contribution over
which the Employee does not have a cash election is not an elective
deferral. Elective deferrals do not include amounts which have become
currently available to the Employee prior to the election nor amounts
designated as nondeductible contributions at the time of deferral or
contribution.

(i) "Matching contributions" are contributions made by the Employer on
account of elective deferrals under a Code Section 401(k) arrangement or
on account of employee contributions. Matching contributions also
include Participant forfeitures allocated on account of such elective
deferrals or employee contributions.

(j) "Nonelective contributions" are contributions made by the Employer
which are not subject to a deferral election by an Employee and which are
not matching contributions.

(k) "Qualified matching contributions" are matching contributions which
are 100% Nonforfeitable at all times and which are subject to the
distribution restrictions described in paragraph (m). Matching
contributions are not 100% Nonforfeitable at all times if the Employee has
a 100% Nonforfeitable interest because of his Years of Service taken into
account under a vesting schedule. Any matching contributions allocated to
a Participant's

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<PAGE> 98

Defined Contribution Prototype Plan

Qualified Matching Contributions Account under the Plan automatically
satisfy the definition of qualified matching contributions.

(l) "Qualified nonelective contributions" are nonelective contributions
which are 100% Nonforfeitable at all times and which are subject to the
distribution restrictions described in paragraph (m). Nonelective
contributions are not 100% Nonforfeitable at all times if the Employee
has a 100% Nonforfeitable interest because of his Years of Service taken
into account under a vesting schedule. Any nonelective contributions
allocated to a Participant's Qualified Nonelective Contributions Account
under the Plan automatically satisfy the definition of qualified
nonelective contributions.

(m) "Distribution restrictions" means the Employee may not receive a
distribution of the specified contributions (nor earnings on those
contributions) except in the event of (1) the Participant's death,
disability, termination of employment or attainment of age 59 1/2, (2)
financial hardship satisfying the requirements of Code Section 401(k) and
the applicable Treasury regulations, (3) a plan termination, without
establishment of a successor defined contribution plan (other than an
ESOP), (4) a sale of substantially all of the assets (within the meaning
of Code Section 409(d)(2)) used in a trade or business, but only to an
employee who continues employment with the corporation acquiring those
assets, or (5) a sale by a corporation of its interest in a subsidiary
(within the meaning of Code Section 409(d)(3)), but only to an employee
who continues employment with the subsidiary. For Plan Years beginning
after December 31, 1988, a distribution on account of financial
hardship, as described in clause (2), may not include earnings on
elective deferrals credited as of a date later than December 31, 1988,
and may not include qualified matching contributions and qualified
nonelective contributions, nor any earnings on such contributions,
credited after December 31, 1988. A plan does not violate the
distribution restrictions if, instead of the December 31, 1988, date in
the preceding sentence the plan specifies a date not later than the end
of the last Plan Year ending before July 1, 1989. A distribution
described in clauses (3), (4) or (5), if made after March 31, 1988, must
be a lump sum distribution, as required under Code Section 401(k)(10).

(n) "Employee contributions" are contributions made by a Participant on
an after-tax basis, whether voluntary or mandatory, and designated, at
the time of contribution, as an employee (or nondeductible) contribution.
Elective deferrals and deferral contributions are not employee
contributions. Participant nondeductible contributions, made pursuant to
Section 4.01 of the Plan, are employee contributions.

14.04 MATCHING CONTRIBUTIONS/EMPLOYEE CONTRIBUTIONS. The Employer may
elect in Adoption Agreement Section 3.01 to provide matching contributions.
The Employer also may elect in Adoption Agreement Section 4.01 to permit or to
require a Participant to make nondeductible contributions.

(A) MANDATORY CONTRIBUTIONS. Any Participant nondeductible contributions
eligible for matching contributions are mandatory contributions. The Advisory
Committee will maintain a separate accounting, pursuant to Section 4.06 of the
Plan, to reflect the Participant's Accrued Benefit derived from his mandatory
contributions. The Employer, under Adoption Agreement Section 4.05, may
prescribe special distribution restrictions which will apply to the Mandatory
Contributions Account prior to the Participant's Separation from Service.
Following his Separation from Service, the general distribution provisions of
Article VI apply to the distribution of the Participant's Mandatory
Contributions Account.

14.05 TIME OF PAYMENT OF CONTRIBUTIONS. The Employer must make Salary
Reduction Contributions to the Trust within an administratively reasonable
period of time after withholding the corresponding Compensation from the
Participant. Furthermore, the Employer must make Salary Reduction
Contributions, Cash or Deferred Contributions, Employer matching contributions
(including qualified Employer matching contributions) and qualified Employer
nonelective contributions no later than the time prescribed by the Code or by
applicable Treasury regulations. Salary Reduction Contributions and Cash or
Deferred Contributions are Employer contributions for all purposes under this
Plan, except to the extent the Code or Treasury

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<PAGE> 99

Defined Contribution Prototype Plan

regulations prohibit the use of these contributions to satisfy the
qualification requirements of the Code.

14.06 SPECIAL - ALLOCATION PROVISIONS - DEFERRAL CONTRIBUTIONS, MATCHING
CONTRIBUTIONS AND QUALIFIED NONELECTIVE CONTRIBUTIONS. To make allocations
under the Plan, the Advisory Committee must establish a Deferral Contributions
Account, a Qualified Matching Contributions Account, a Regular Matching
Contributions Account, a Qualified Nonelective Contributions Account and an
Employer Contributions Account for each Participant.

(A) DEFERRAL CONTRIBUTIONS. The Advisory Committee will allocate to each
Participant's Deferral Contributions Account the amount of Deferral
Contributions the Employer makes to the Trust on behalf of the Participant.
The Advisory Committee will make this allocation as of the last day of each
Plan Year unless, in Adoption Agreement Section 3.04, the Employer elects more
frequent allocation dates for salary reduction contributions.

(B) MATCHING CONTRIBUTIONS. The Employer must specify in its Adoption
Agreement whether the Advisory Committee will allocate matching contributions
to the Qualified Matching Contributions Account or to the Regular Matching
Contributions Account of each Participant. The Advisory Committee will make
this allocation as of the last day of each Plan Year unless, in Adoption
Agreement Section 3.04, the Employer elects more frequent allocation dates for
matching contributions.

(1) To the extent the Employer makes matching contributions under a fixed
matching contribution formula, the Advisory Committee will allocate the
matching contribution to the Account of the Participant on whose behalf the
Employer makes that contribution. A fixed matching contribution formula is
a formula under which the Employer contributes a certain percentage or
dollar amount on behalf of a Participant based on that Participant's
deferral contributions or nondeductible contributions eligible for a match,
as specified in Section 3.01 of the Employer's Adoption Agreement. The
Employer may contribute on a Participant's behalf under a specific matching
contribution formula only if the Participant satisfies the accrual
requirements for matching contributions specified in Section 3.06 of the
Employer's Adoption Agreement and only to the extent the matching
contribution does not exceed the Participant's annual additions limitation
in Part 2 of Article III.

(2) To the extent the Employer makes matching contributions under a
discretionary formula, the Advisory Committee will allocate the
discretionary matching contributions to the Account of each Participant who
satisfies the accrual requirements for matching contributions specified in
Section 3.06 of the Employer's Adoption Agreement. The allocation of
discretionary matching contributions to a Participant's Account is in the
same proportion that each Participant's eligible contributions bear to the
total eligible contributions of all Participants. If the discretionary
formula is a tiered formula, the Advisory Committee will make this
allocation separately with respect to each tier of eligible contributions,
allocating in such manner the amount of the matching contributions made
with respect to that tier. "Eligible contributions" are the Participant's
deferral contributions or nondeductible contributions eligible for an
allocation of matching contributions, as specified in Section 3.01 of the
Employer's Adoption Agreement.

If the matching contribution formula applies both to deferral
contributions and to Participant nondeductible contributions, the matching
contributions apply first to deferral contributions. Furthermore, the
matching contribution formula does not apply to deferral contributions that are
excess deferrals under Section 14.07. For this purpose: (a) excess deferrals
relate first to deferral contributions for the Plan Year not otherwise eligible
for a matching contribution; and (2) if the Plan Year is not a calendar year,
the excess deferrals for a Plan Year are the last elective deferrals made for a
calendar year. Under a Standardized Plan, an Employee forfeits any matching
contribution attributable to an excess contribution or to an excess aggregate
contribution, unless distributed pursuant to Sections 14.08 or 14.09. Under a
Nonstandardized Plan, this forfeiture rule applies only if specified in
Adoption Agreement Section 3.06. The provisions of Section 3.05 govern

14.04
<PAGE> 100

Defined Contribution Prototype Plan

the treatment of any forfeiture described in this paragraph, and the Advisory
Committee will compute a Participant's ACP under 14.09 by disregarding the
forfeiture.

(C) QUALIFIED NONELECTIVE CONTRIBUTIONS. If the Employer, at the time of
contribution, designates a contribution to be a qualified nonelective
contribution for the Plan Year, the Advisory Committee will allocate that
qualified nonelective contribution to the Qualified Nonelective Contributions
Account of each Participant eligible for an allocation of that designated
contribution, as specified in Section 3.04 of the Employer's Adoption
Agreement. The Advisory Committee will make the allocation to each eligible
Participant's Account in the same ratio that the Participant's Compensation for
the Plan Year bears to the total Compensation of all eligible Participants for
the Plan Year. The Advisory Committee will determine a Participant's
Compensation in accordance with the general definition of Compensation under
Section 1.12 of the Plan, as modified by the Employer in Sections 1.12 and
3.06 of its Adoption Agreement.

(D) NONELECTIVE CONTRIBUTIONS. To the extent the Employer makes nonelective
contributions for the Plan Year which, at the time of contribution, it does not
designate as qualified nonelective contributions, the Advisory Committee will
allocate those contributions in accordance with the elections under Section
3.04 of the Employer's Adoption Agreement. For purposes of the special
nondiscrimination tests described in Sections 14.08 and 14.09, the Advisory
Committee may treat nonelective contributions allocated under this paragraph as
qualified nonelective contributions, if the contributions otherwise satisfy the
definition of qualified nonelective contributions.

14.07 ANNUAL ELECTIVE DEFERRAL LIMITATION.

(A) ANNUAL ELECTIVE DEFERRAL LIMITATION. An Employee's elective deferrals for a
calendar year beginning after December 31, 1986, may not exceed the 402(g)
limitation. The 402(g) limitation is the greater of $7,000 or the adjusted
amount determined by the Secretary of the Treasury. If, pursuant to a salary
reduction agreement or pursuant to a cash or deferral election, the Employer
determines the Employee's elective deferrals to the Plan for a calendar year
would exceed the 402(g) limitation, the Employer will suspend the Employee's
salary reduction agreement, if any, until the following January 1 and pay in
cash the portion of a cash or deferral election which would result in the
Employee's elective deferrals for the calendar year exceeding the 402(g)
limitation. If the Advisory Committee determines an Employee's elective
deferrals already contributed to the Plan for a calendar year exceed the 402(g)
limitation, the Advisory Committee will distribute the amount in excess of the
402(g) limitation (the "excess deferral"), as adjusted for allocable income, no
later than April 15 of the following calendar year. If the Advisory Committee
distributes the excess deferral by the appropriate April 15, it may make the
distribution irrespective of any other provision under this Plan or under the
Code. The Advisory Committee will reduce the amount of excess deferrals for a
calendar year distributable to the Employee by the amount of excess
contributions (as determined in Section 14.08), if any, previously distributed
to the Employee for the Plan Year beginning in that calendar year.

If an Employee participates in another plan under which he makes elective
deferrals pursuant to a Code Section 401(k) arrangement, elective deferrals
under a Simplified Employee Pension, or salary reduction contributions to a
tax-sheltered annuity, irrespective of whether the Employer maintains the other
plan, he may provide the Advisory Committee a written claim for excess
deferrals made for a calendar year. The Employee must submit the claim no
later than the March 1 following the close of the particular calendar year and
the claim must specify the amount of the Employee's elective deferrals under
this Plan which are excess deferrals. If the Advisory Committee receives a
timely claim, it will distribute the excess deferral (as adjusted for allocable
income) the Employee has assigned to this Plan, in accordance with the
distribution procedure described in the immediately preceding paragraph.

(B) ALLOCABLE INCOME. For purposes of making a distribution of excess
deferrals pursuant to this Section 14.07, allocable income means net income or
net loss allocable to the excess deferrals for the calendar year in which the
Employee made the excess deferral, determined in a manner which is uniform,
nondiscriminatory and reasonably reflective of the manner used by the Plan to
allocate income to Participants' Accounts.

14.05
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Defined Contribution Prototype Plan

14.08 ACTUAL DEFERRAL PERCENTAGE ("ADP") TEST. For each Plan Year, the
Advisory Committee must determine whether the Plan's Code Section 40l(k)
arrangement satisfies either of the following ADP tests:

(i) The average ADP for the Highly Compensated Group does not exceed 1.25
times the average ADP of the Nonhighly Compensated Group; or

(ii) The average ADP for the Highly Compensated Group does not exceed the
average ADP for the Nonhighly Compensated Group by more than two percentage
points (or the lesser percentage permitted by the multiple use limitation
in Section 14.10) and the average ADP for the Highly Compensated Group is
not more than twice the average ADP for the Nonhighly Compensated Group.

(A) CALCULATION OF ADP. The average ADP for a group is the average of the
separate ADPs calculated for each Eligible Employee who is a member of that
group. An Eligible Employee's ADP for a Plan Year is the ratio of the
Eligible Employee's deferral contributions for the Plan Year to the Employee's
Compensation for the Plan Year. For aggregated family members treated as a
single Highly Compensated Employee, the ADP of the family unit is the ADP
determined by combining the deferral contributions and Compensation of all
aggregated family members. A Nonhighly Compensated Employee's ADP does not
include elective deferrals made to this Plan or to any other Plan maintained by
the Employer, to the extent such elective deferrals exceed the 402(g)
limitation described in Section 14.07(A).

The Advisory Committee, in a manner consistent with Treasury regulations,
may determine the ADPs of the Eligible Employees by taking into account
qualified nonelective contributions or qualified matching contributions, or
both, made to this Plan or to any other qualified Plan maintained by the
Employer. The Advisory Committee may not include qualified nonelective
contributions in the ADP test unless the allocation of nonelective
contributions is nondiscriminatory when the Advisory Committee takes into
account all nonelective contributions (including the qualified nonelective
contributions) and also when the Advisory Committee takes into account only the
nonelective contributions not used in either the ADP test described in this
Section 14.08 or the ACP test described in Section 14.09. For Plan Years
beginning after December 31, 1989, the Advisory Committee may not include in
the ADP test any qualified nonelective contributions or qualified matching
contributions under another qualified plan unless that plan has the same plan
year as this Plan. The Advisory Committee must maintain records to demonstrate
compliance with the ADP test, including the extent to which the Plan used
qualified nonelective contributions or qualified matching contributions to
satisfy the test.

For Plan Years beginning prior to January 1, 1992, the Advisory Committee
may elect to apply a separate ADP test to each component group under the Plan.
Each component group separately must satisfy the commonality requirement of the
Code Section 401(k) regulations and the minimum coverage requirements of Code
Section 410(b). A component group consists of all the allocations and other
benefits, rights and features provided that group of Employees. An Employee
may not be part of more than one component group. The correction rules
described in this Section 14.08 apply separately to each component group.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine
the ADP of any Highly Compensated Employee, the deferral contributions taken
into account must include any elective deferrals made by the Highly Compensated
Employee under any other Code Section 401(k) arrangement maintained by the
Employer, unless the elective deferrals are to an ESOP. If the plans
containing the Code Section 401(k) arrangements have different plan years,
the Advisory Committee will determine the combined deferral contributions on
the basis of the plan years ending in the same calendar year.

(C) AGGREGATION OF CERTAIN CODE SECTION 401(K) ARRANGEMENTS. If the Employer
treats two plans as a unit for coverage or nondiscrimination purposes, the
Employer must combine the Code Section 401(k) arrangements under such plans to
determine whether either plan satisfies the ADP test. This

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<PAGE> 102

Defined Contribution Prototype Plan

aggregation rule applies to the ADP determination for all Eligible Employees,
irrespective of whether an Eligible Employee is a Highly Compensated Employee
or a Nonhighly Compensated Employee. For Plan Years beginning after December
31, 1989, an aggregation of Code Section 401(k) arrangements under this
paragraph does not apply to plans which have different plan years and, for Plan
Years beginning after December 31, 1988, the Advisory Committee may not
aggregate an ESOP (or the ESOP portion of a plan) with a non-ESOP plan (or
non-ESOP portion of a plan).

(D) CHARACTERIZATION OF EXCESS CONTRIBUTIONS. If, pursuant to this Section
14.08, the Advisory Committee has elected to include qualified matching
contributions in the average ADP, the Advisory Committee will treat excess
contributions as attributable proportionately to deferral contributions and to
qualified matching contributions allocated on the basis of those deferral
contributions. If the total amount of a Highly Compensated Employee's excess
contributions for the Plan Year exceeds his deferral contributions or qualified
matching contributions for the Plan Year, the Advisory Committee will treat the
remaining portion of his excess contributions as attributable to qualified
nonelective contributions. The Advisory Committee will reduce the amount of
excess contributions for a Plan Year distributable to a Highly Compensated
Employee by the amount of excess deferrals (as determined in Section 14.07), if
any, previously distributed to that Employee for the Employee's taxable year
ending in that Plan Year.

(E) DISTRIBUTION OF EXCESS CONTRIBUTIONS. If the Advisory Committee determines
the Plan fails to satisfy the ADP test for a Plan Year, it must distribute the
excess contributions, as adjusted for allocable income, during the next Plan
Year. However, the Employer will incur an excise tax equal to 10% of the
amount of excess contributions for a Plan Year not distributed to the
appropriate Highly Compensated Employees during the first 2 1/2 months of
that next Plan Year. The excess contributions are the amount of deferral
contributions made by the Highly Compensated Employees which causes the Plan to
fail to satisfy the ADP test. The Advisory Committee will distribute to each
Highly Compensated Employee his respective share of the excess contributions.
The Advisory Committee will determine the respective shares of excess
contributions by starting with the Highly Compensated Employee(s) who has the
greatest ADP, reducing his ADP (but not below the next highest ADP), then, if
necessary, reducing the ADP of the Highly Compensated Employee(s) at the next
highest ADP level (including the ADP of the Highly Compensated Employee(s)
whose ADP the Advisory Committee already has reduced), and continuing in this
manner until the average ADP for the Highly Compensated Group satisfies the ADP
test. If the Highly Compensated Employee is part of an aggregated family
group, the Advisory Committee, in accordance with the applicable Treasury
regulations, will determine each aggregated family member's allocable share of
the excess contributions assigned to the family unit.

(F) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.08, the Advisory Committee must calculate the
allocable income for the Plan Year in which the excess contributions arose.
"Allocable income" means net income or net loss. To calculate allocable income
for the Plan Year, the Advisory Committee will use a uniform and
nondiscriminatory method which reasonably reflects the manner used by the Plan
to allocate income to Participants' Accounts.

14.09 NONDISCRIMINATION RULES FOR EMPLOYER MATCHING CONTRIBUTIONS/
PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. For Plan Years beginning after
December 31, 1986, the Advisory Committee must determine whether the annual
Employer matching contributions (other than qualified matching contributions
used in the ADP under Section 14.08), if any, and the Employee contributions, if
any, satisfy either of the following average contribution percentage ("ACP")
tests:

(i) The ACP for the Highly Compensated Group does not exceed 1.25 times the
ACP of the Nonhighly Compensated Group; or

(ii) The ACP for the Highly Compensated Group does not exceed the ACP for
the Nonhighly Compensated Group by more than two percentage points (or the
lesser percentage permitted by the multiple use limitation in Section
14.10) and the ACP for the Highly Compensated Group is not more than twice
the ACP for the Nonhighly Compensated Group.

14.07

<PAGE> 103

Defined Contribution Prototype Plan

(A) CALCULATION OF ACP. The average contribution percentage for a group is the
average of the separate contribution percentages calculated for each Eligible
Employee who is a member of that group. An Eligible Employee's contribution
percentage for a Plan Year is the ratio of the Eligible Employee's aggregate
contributions for the Plan Year to the Employee's Compensation for the Plan
Year. "Aggregate contributions" are Employer matching contributions (other
than qualified matching contributions used in the ADP test under Section 14.08)
and employee contributions (as defined in Section 14.03). For aggregated family
members treated as a single Highly Compensated Employee, the contribution
percentage of the family unit is the contribution percentage determined by
combining the aggregate contributions and Compensation of all aggregated family
members.

The Advisory Committee, in a manner consistent with Treasury regulations,
may determine the contribution percentages of the Eligible Employees by taking
into account qualified nonelective contributions (other than qualified
nonelective contributions used in the ADP test under Section 14.08) or elective
deferrals, or both, made to this Plan or to any other qualified Plan maintained
by the Employer. The Advisory Committee may not include qualified nonelective
contributions in the ACP test unless the allocation of nonelective
contributions is nondiscriminatory when the Advisory Committee takes into
account all nonelective contributions (including the qualified nonelective
contributions) and also when the Advisory Committee takes into account only the
nonelective contributions not used in either the ADP test described in Section
14.08 or the ACP test described in this Section 14.09. The Advisory Committee
may not include elective deferrals in the ACP test, unless the Plan which
includes the elective deferrals satisfies the ADP test both with and without
the elective deferrals included in this ACP test. For Plan Years beginning
after December 31, 1989, the Advisory Committee may not include in the ACP test
any qualified nonelective contributions or elective deferrals under another
qualified plan unless that plan has the same plan year as this Plan. The
Advisory Committee must maintain records to demonstrate compliance with the ACP
test, including the extent to which the Plan used qualified nonelective
contributions or elective deferrals to satisfy the test. For Plan Years
beginning prior to January 1, 1992, the component group testing rule permitted
under Section 14.08(A) also applies to the ACP test under this Section 14.09.

(B) SPECIAL AGGREGATION RULE FOR HIGHLY COMPENSATED EMPLOYEES. To determine
the contribution percentage of any Highly Compensated Employee, the aggregate
contributions taken into account must include any matching contributions (other
than qualified matching contributions used in the ADP test) and any Employee
contributions made on his behalf to any other plan maintained by the Employer,
unless the other plan is an ESOP. If the plans have different plan years, the
Advisory Committee will determine the combined aggregate contributions on the
basis of the plan years ending in the same calendar year.

(C) AGGREGATION OF CERTAIN PLANS. If the Employer treats two plans as a unit
for coverage or nondiscrimination purposes, the Employer must combine the plans
to determine whether either plan satisfies the ACP test. This aggregation rule
applies to the contribution percentage determination for all Eligible
Employees, irrespective of whether an Eligible Employee is a Highly Compensated
Employee or a Nonhighly Compensated Employee. For Plan Years beginning after
December 31, 1989, an aggregation of plans under this paragraph does not apply
to plans which have different plan years and, for Plan Years beginning after
December 31, 1988, the Advisory Committee may not aggregate an ESOP (or the
ESOP portion of a plan) with a non-ESOP plan (or non-ESOP portion of a plan).

(D) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee will
determine excess aggregate contributions after determining excess deferrals
under Section 14.07 and excess contributions under Section 14.08. If the
Advisory Committee determines the Plan fails to satisfy the ACP test for a Plan
Year, it must distribute the excess aggregate contributions, as adjusted for
allocable income, during the the Plan Year. However, the Employer will incur an
excise tax equal to 10% of the amount of excess aggregate contributions for a
Plan Year not distributed to the appropriate Highly Compensated Employees during
the first 2 1/2 months of that next Plan Year. The excess aggregate
contributions are the amount of aggregate contributions allocated on behalf of
the Highly Compensated Employees which causes the Plan to fail to satisfy the
ACP test. The Advisory

14.08

<PAGE> 104

Defined Contribution Prototype Plan

Committee will distribute to each Highly Compensated Employee his respective
share of the excess aggregate contributions. The Advisory Committee will
determine the respective shares of excess aggregate contributions by starting
with the Highly Compensated Employee(s) who has the greatest contribution
percentage, reducing his contribution percentage (but not below the next
highest contribution percentage), then, if necessary, reducing the contribution
percentage of the Highly Compensated Employee(s) at the next highest
contribution percentage level (including the contribution percentage of the
Highly Compensated Employee(s) whose contribution percentage the Advisory
Committee already has reduced), and continuing in this manner until the ACP for
the Highly Compensated Group satisfies the ACP test. If the Highly Compensated
Employee is part of an aggregated family group, the Advisory Committee, in
accordance with the applicable Treasury regulations, will determine each
aggregated family member's allocable share of the excess aggregate
contributions assigned to the family unit.

(E) ALLOCABLE INCOME. To determine the amount of the corrective distribution
required under this Section 14.09, the Advisory Committee must calculate the
allocable income for the Plan Year in which the excess aggregate contributions
arose. "Allocable income" means net income or net loss. The Advisory
Committee will determine allocable income in the same manner as described in
Section 14.08(F) for excess contributions.

(F) CHARACTERIZATION OF EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee
will treat a Highly Compensated Employee's allocable share of excess aggregate
contributions in the following priority: (1) first as attributable to his
Employee contributions which are voluntary contributions, if any; (2) then as
matching contributions allocable with respect to excess contributions
determined under the ADP test described in Section 14.08; (3) then on a pro
rata basis to matching contributions and to the deferral contributions relating
to those matching contributions which the Advisory Committee has included in
the ACP test; (4) then on a pro rata basis to Employee contributions which are
mandatory contributions, if any, and to the matching contributions allocated on
the basis of those mandatory contributions; and (5) last to qualified
nonelective contributions used in the ACP test. To the extent the Highly
Compensated Employee's excess aggregate contributions are attributable to
matching contributions, and he is not 100% vested in his Accrued Benefit
attributable to matching contributions, the Advisory Committee will distribute
only the vested portion and forfeit the nonvested portion. The vested portion
of the Highly Compensated Employee's excess aggregate contributions
attributable to Employer matching contributions is the total amount of such
excess aggregate contributions (as adjusted for allocable income) multiplied by
his vested percentage (determined as of the last day of the Plan Year for which
the Employer made the matching contribution). The Employer will specify in
Adoption Agreement Section 3.05 the manner in which the Plan will allocate
forfeited excess aggregate contributions.

14.10 MULTIPLE USE LIMITATION. For Plan Years beginning after December
31, 1988, if at least one Highly Compensated Employee is includible in the ADP
test under Section 14.08 and in the ACP test under Section 14.09, the sum of
the Highly Compensated Group's ADP and ACP may not exceed the multiple use
limitation.

The multiple use limitation is the sum of (i) and (ii):

(i) 125% of the greater of: (a) the ADP of the Nonhighly Compensated
Group under the Code Section 401(k) arrangement; or (b) the ACP of the
Nonhighly Compensated Group for the Plan Year beginning with or within the
Plan Year of the Code Section 401(k) arrangement.

(ii) 2% plus the lesser of (i)(a) or (i)(b), but no more than twice the
lesser of (i)(a) or (i)(b).

The Advisory Committee, in lieu of determining the multiple use limitation
as the sum of (i) and (ii), may elect to determine the multiple use limitation
as the sum of (iii) and (iv):

(iii) 125% of the lesser of: (a) the ADP of the Nonhighly Compensated Group
under the Code Section 401(k) arrangement; or (b) the ACP of the Nonhighly
Compensated Group for the Plan Year beginning with or within the Plan Year
of the Code Section 40l(k) arrangement.

14.09

<PAGE> 105

Defined Contribution Prototype Plan

(iv) 2% plus the greater of (id)(a) or (iii)(b), but no more than twice
the greater of (iii)(a) or (iii)(b).

The Advisory Committee will determine whether the Plan satisfies the
multiple use limitation after applying the ADP test under Section 14.08 and the
ACP test under Section 14.09 and after making any corrective distributions
required by those Sections. If, after approving this Section 14.10, the
Advisory Committee determines the Plan has failed to satisfy the multiple use
limitation, the Advisory Committee will correct the failure by treating the
excess amount as excess contributions under Section 14.08 or as excess
aggregate contributions under Section 14.09, as it determines in its sole
discretion. This Section 14.10 does not apply unless, prior to application of
the multiple use limitation, the ADP and the ACP of the Highly Compensated
Group each exceeds 125% of the respective percentages for the Nonhighly
Compensated Group.

14.11 DISTRIBUTION RESTRICTIONS. The Employer must elect in Section 6.03
the Adoption Agreement the distribution events permitted under the Plan. The
distribution events applicable to the Participant's Deferral Contributions
Account, Qualified Nonelective Contributions Account and Qualified Matching
Contributions Account must satisfy the distribution restrictions described in
paragraph (m) of Section 14.03.

(A) HARDSHIP DISTRIBUTIONS FROM DEFERRAL CONTRIBUTIONS ACCOUNT. The Employer
must elect in Adoption Agreement Section 6.03 whether a Participant may receive
hardship distributions from his Deferral Contributions Account prior to the
Participant's Separation from Service. Hardship distributions from the
Deferral Contributions Account must satisfy the requirements of this Section
14.11. A hardship distribution option may not apply to the Participant's
Qualified Nonelective Contributions Account or Qualified Matching Contributions
Account, except as provided in paragraph (3).

(1) DEFINITION OF HARDSHIP. A hardship distribution under this Section
14.11 must be on account of one or more of the following immediate and heavy
financial needs: (1) medical care described in Code Section 213(d) incurred by
the Participant, by the Participant's spouse, or by any of the Participant's
dependents, or necessary to obtain such medical care; (2) the purchase
(excluding mortgage payments) of a principal residence for the Participant; (3)
the payment of post-secondary education tuition and related educational fees,
for the next 12-month period, for the Participant, for the Participant's
spouse, or for any of the Participant's dependents (as defined in Code Section
152); (4) to prevent the eviction of the Participant from his principal
residence or the foreclosure on the mortgage of the Participant's principal
residence; or (5) any need prescribed by the Revenue Service in a revenue
ruling, notice or other document of general applicability which satisfies the
safe harbor definition of hardship.

(2) RESTRICTIONS. The following restrictions apply to a Participant who
receives a hardship distribution: (a) the Participant may not make elective
deferrals or employee contributions to the Plan for the 12-month period
following the date of his hardship distribution; (b) the distribution is not in
excess of the amount of the immediate and heavy financial need (including any
amounts necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution); (c) the Participant
must have obtained all distributions, other than hardship distributions, and
all nontaxable loans (determined at the time of the loan) currently available
under this Plan and all other qualified plans maintained by the Employer; and
(d) the Participant agrees to limit elective deferrals under this Plan and
under any other qualified Plan maintained by the Employer, for the
Participant's taxable year immediately following the taxable year of the
hardship distribution, to the 402(g) limitation (as described in Section
14.07), reduced by the amount of the Participant's elective deferrals made in
the taxable year of the hardship distribution. The suspension of elective
deferrals and employee contributions described in clause (a) also must apply to
all other qualified plans and to all nonqualified plans of deferred
compensation maintained by the Employer, other than any mandatory employee
contribution portion of a defined benefit plan, including stock option, stock
purchase and other similar plans, but not including health or welfare benefit
plans (other than the cash or deferred arrangement portion of a cafeteria plan).

14.1O

<PAGE> 106

Defined Contribution Prototype Plan

(3) EARNINGS. For Plan Years beginning after December 31, 1988, a
hardship distribution under this Section 14.11 may not include earnings on an
Employee's elective deferrals credited after December 31, 1988. Qualified
matching contributions and qualified nonelective contributions, and any
earnings on such contributions, credited as of December 31, 1988, are subject
to the hardship withdrawal only if the Employer specifies in an addendum to
this Section 14.11. The addendum may modify the December 31, 1988, date for
purposes of determining credited amounts provided the date is not later than
the end of the last Plan Year ending before July 1, 1989.

(B) DISTRIBUTIONS AFTER SEPARATION FROM SERVICE. Following the Participant's
Separation from Service, the distribution events applicable to the Participant
apply equally to all of the Participant's Accounts, except as elected in
Section 6.03 of the Employer's Adoption Agreement.

(C) CORRECTION OF ANNUAL ADDITIONS LIMITATION. If, as a result of a reasonable
error in determining the amount of elective deferrals an Employee may make
without violating the limitations of Part 2 of Article III, an Excess Amount
results, the Advisory Committee will return the Excess Amount (as adjusted for
allocable income) attributable to the elective deferrals. The Advisory
Committee will make this distribution before taking any corrective steps
pursuant to Section 3.10 or to Section 3.16. The Advisory Committee will
disregard any elective deferrals returned under this Section 14.11(C) for
purposes of Sections 14.07, 14.08 and 14.09.

14.12 SPECIAL ALLOCATION RULES. If the Code Section 401(k) arrangement
provides for salary reduction contributions, if the Plan accepts Employee
contributions, pursuant to Adoption Agreement Section 4.01, or if the Plan
allocates matching contributions as of any date other than the last day of the
Plan Year, the Employer must elect in Adoption Agreement 9.11 whether any
special allocation provisions will apply under Section 9.11 of the Plan. For
purposes of the elections:

(a) A "segregated Account" direction means the Advisory Committee will
establish a segregated Account for the applicable contributions made on the
Participant's behalf during the Plan Year. The Trustee must invest the
segregated Account in Federally insured interest bearing savings account(s)
or time deposits, or a combination of both, or in any other fixed income
investments, unless otherwise specified in the Employer's Adoption
Agreement. As of the last day of each Plan Year (or, if earlier, an
allocation date coinciding with a valuation date described in Section
9.11), the Advisory Committee will reallocate the segregated Account to the
Participant's appropriate Account, in accordance with Section 3.04 or
Section 4.06, whichever applies to the contributions.

(b) A "weighted average allocation" method will treat a weighted portion of
the applicable contributions as if includible in the Participant's Account
as of the beginning of the valuation period. The weighted portion is a
fraction, the numerator of which is the number of months in the valuation
period, excluding each month in the valuation period which begins prior to
the contribution date of the applicable contributions, and the denominator
of which is the number of months in the valuation period. The Employer may
elect in its Adoption Agreement to substitute a weighting period other than
months for purposes of this weighted average allocation.

* * * * * * * * * * * * * * *

14.11

<PAGE> 107

ARTICLE A
APPENDIX TO BASIC PLAN DOCUMENT

This Article is necessary to comply with the Unemployment Compensation
Amendments Act of 1992 and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

A-1. APPLICATIONS. This Article applies to distributions made on or after
January 1, 1993. Notwithstanding any provisions of the Plan to the contrary
that would otherwise limit a distributee's election under this Article, a
distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a
direct rollover.

A-2. DEFINITIONS.

(a) "Eligible rollover distribution." An eligible rollover distribution is
any distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include:
any distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9); and the portion of any
distribution that is not includible in gross income (determined without regard
to the exclusion of net unrealized appreciation with respect to employer
securities).

(b) "Eligible retirement plan." An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity.

(c) "Distributee." A distributee includes an Employee or former Employee.
In addition, the Employee's or former Employee's surviving spouse and the
Employee's or former Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Code Section
414(p), are distributees with regard to the interest of the spouse or former
spouse.

(d) "Direct rollover." A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.

<PAGE> 108

ARTICLE B
APPENDIX TO BASIC PLAN DOCUMENT

This Article is necessary to comply with the Omnibus Budget Reconciliation
Act of 1993 (OBRA '93) and is an integral part of the basic plan document.
Section 12.08 applies to any modification or amendment of this Article.

In addition to other applicable limitations set forth in the plan, and
notwithstanding any other provision of the plan to the contrary, for plan years
beginning on or after January 1, 1994, the annual compensation of each employee
taken into account under the plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $15O,000, as
adjusted by the Commissioner for increases in the cost of living in accordance
with Section 401(a) (17) (B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not exceeding
12 months, over which compensation is determined (determination period)
beginning in such calendar year. If a determination period consists of fewer
than 12 months, the OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is 12.

For plan years beginning on or after January 1, 1994, any reference in
this plan to the limitation under Section 401(a) (17) of the Code shall mean the
OBRA '93 annual compensation limit set forth in this provision.

If compensation for any prior determination period is taken into account
in determining an employee's benefits accruing in the current plan year, the
compensation for that prior determination period is subject to the OBRA '93
annual compensation limit in effect for that prior determination period. For
this purpose, for determination periods beginning before the first day of the
first plan year beginning on or after January 1, 1994, the OBRA '93 annual
compensation limit is $150,000.

<PAGE> 1

EXHIBIT 10.6

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of February 16, 1996, by and between
PRECISION RESPONSE CORPORATION, a corporation organized and existing under the
laws of the State of Florida (hereinafter referred to as "Employer"), and
RICHARD D. MONDRE (hereinafter referred to as "Employee").

W I T N E S S E T H:

WHEREAS, Employer is a Florida corporation engaged in the direct
marketing and telemarketing business;

WHEREAS, Employer desires to employ Employee upon the terms and
conditions set forth below and Employee desires to accept employment upon such
terms and conditions; and

WHEREAS, Employer and Employee desire to set forth in writing the
terms and conditions of their agreements and understandings with respect to
Employee's employment by Employer.

NOW, THEREFORE, the parties agree as follows:

1. EMPLOYMENT

Employer hereby employs Employee, and Employee hereby accepts
employment by Employer, upon the terms and conditions set forth in this
Employment Agreement.

2. TERM

Subject to the provisions for earlier termination set forth in
Section 9 hereof, this Employment Agreement shall commence on April 1, 1996 and
shall continue until 5:00, p.m., March 31, 1999 (the "Employment Term").

3. EMPLOYEE'S REPRESENTATIONS AND WARRANTIES; OTHER COMMITMENTS

A. Representations and Warranties. Subject only to the
provisions of Subsection B below, Employee represents and warrants to Employer
that he is free to accept employment with Employer as contemplated herein and
has no other written or oral obligations or commitments of any kind or nature
which would in any way interfere with his acceptance of employment pursuant to
the terms hereof or the full performance of his obligations hereunder or the
exercise of his best efforts in his employment hereunder or which would
otherwise pose any conflict of interest.

<PAGE> 2

B. Other Commitments.

(i) Employer recognizes that Employee is
currently employed by a professional service corporation ("RDMPA") which is a
partner of the law firm of Rubin Baum Levin Constant Friedman & Bilzin (the
"Law Firm"). Effective the close of business March 31, 1996, RDMPA shall cease
to be a partner of the Law Firm, and either RDMPA or Employee shall, as of such
time, be associated with the Law Firm in the capacity of "Of Counsel." It is
understood that the association of Employee, directly or indirectly through
RDMPA, with the Law Firm as "Of Counsel" is intended to continue throughout the
Employment Term, and Employer agrees to same. In connection with such
association, Employee, directly or indirectly, shall, at least for all or part
of the first year of the Employment Term, be devoting time and effort to the
Law Firm in order to effect a smooth transition of services (with respect to
Law Firm client matters for which Employee is chiefly responsible) from
Employee to other attorneys at the Law Firm. This undertaking is anticipated
to include attending meetings with such clients and attorneys from time to
time, and participating in substantive legal matters on behalf of such clients
in circumstances in which Employee reasonably believes providing such services
are in the best interests of such clients or such services are specifically
requested by such clients. It is anticipated that the time and effort to be so
devoted will gradually decrease over time, subject to peaks and valleys, until
the time and effort Employee will be devoting to Law Firm matters and
relationships will be minimal. However, Employer understands that no fixed
deadlines or parameters in this regard are to be imposed upon Employee, as
Employee will exercise in good faith his professional and personal judgment in
this regard. Accordingly, Employee shall be permitted on a continual basis
throughout the Employment Term to devote as much time and effort as Employee
reasonably in good faith believes is necessary to effect such transition and,
thereafter, generally to support such client relationships with the Law Firm.
Employer understands that Employee intends to continue to maintain an office at
the Law Firm for the purpose of effectuating the foregoing. Employer
acknowledges that Employee, directly or indirectly through RDMPA, will receive
compensation from the Law Firm for services rendered in 1996 (and the amount
thereof may not be fixed prior to April 1, 1996), and may receive a fixed
amount of compensation for 1997 (not to exceed $50,000), but not with respect
to any year thereafter. None of such compensation will be contingent or
otherwise based upon results of any kind; Employee shall have no pecuniary
incentive to maintain or preserve any of such client relationships with the Law
Firm.

(ii) Notwithstanding any of the foregoing
to the contrary, Employee shall, at no time, (a) perform any services

2
<PAGE> 3

or be involved in any matter in connection with such "Of Counsel" position
which would be in conflict with, or be injurious to, the business interests or
prospects of Employer, or (b) be excused from performing any duties on behalf
of Employer properly assigned to Employee (as if Employee did not have the "Of
Counsel" association), even if accomplishing same requires Employee to devote
substantial time and effort to his duties during non-business hours (including
weekends and holidays). Further, should any scheduling conflicts occur,
Employee's first duty shall always be to Employer, and Employee shall arrange
his schedule accordingly in order to be available to Employer at, in Employer's
judgment, all essential times. Employer and Employee shall each act reasonably
and in good faith, and with reasonable flexibility in the circumstances, to
work out such conflicts should they arise.

4. DUTIES AND EXTENT OF SERVICES

A. Duties. Employee's duties and responsibilities
hereunder shall be those reasonably assigned to him from time to time by
Employer, consistent with the following: (i) Employee shall be a senior
executive of Employer, and serve as a member of senior management of Employer;
(ii) Employer shall serve as General Counsel and Secretary of Employer and be
responsible to perform the duties usually and customarily required of a senior
executive who holds such positions; (iii) Employee shall consult with and
advise Employer's Board of Directors and senior management with respect to all
aspects of Employer's contemplated initial public offering, any secondary
offerings, any other public or private offerings of debt or equity, and
financing matters generally; (iv) in connection with the foregoing, Employee
shall meet, and be Employer's contact person, with investment bankers,
commercial banks, underwriters and the like; (v) Employee shall direct and
supervise any acquisitions of businesses and facilities approved by the Board
of Directors of Employer; (vi) Employee shall supervise and direct Employer's
relationships with outside law firms; and (vii) Employee shall generally
consult with the Board of Directors and senior management of Employer with
respect to strategic business decisions of all kinds and any other matters
consistent with or related to any of the foregoing. Employee shall report
directly to Employer's Chairman of the Board, Chief Executive Officer,
President and Board of Directors as from time to time requested by any of the
foregoing. Subject to the provisions of Section 3.B., Employee agrees to
devote his full and exclusive time, skill, attention and energy diligently and
competently to perform the duties and responsibilities properly assigned to him
hereunder, or pursuant hereto.

B. Rules and Regulations. Employee agrees to abide by
the rules and regulations of Employer promulgated by Employer from time to time
with respect and applicable to Employer's similarly-

3
<PAGE> 4

situated employees generally, which are all hereby incorporated by reference
and made a part of this Employment Agreement.

C. Place of Service. Employee shall render his services
generally in northern Dade County, Florida, and shall not be obligated to
maintain his office in any place other than, Dade, Broward or Palm Beach
County, Florida, however, Employee shall be obligated to travel as necessary to
fulfill his duties, and Employee understands that such travel may, during
certain periods, be extensive.

5. COMPENSATION

A. Base Compensation. Subject to the provisions of
Section 9 of this Employment Agreement, Employer shall pay salary to Employee
("Salary") based upon the rate of $360,000 per annum. Employer may decide, in
its sole discretion, to increase the Salary for the second and/or third years
of the Employment Term. Salary shall be payable in accordance with Employer's
normal payroll practices for its employees and shall be subject to payroll
deductions and tax withholdings in accordance with Employer's usual practices
and as required by law. Presently, payroll is made on a bi-weekly basis.

B. Bonus Compensation. Employee shall be entitled to an
annual bonus in respect of each of the three years of the Employment Term in an
amount no lower than $40,000 (the "Bonus Amount"). Each annual Bonus Amount of
not less than $40,000 shall be paid on or before February 15 of each year of
the Employment Term. Each Bonus Amount may, in Employer's sole discretion, be
higher than $40,000, if Employer believes a higher amount is warranted as a
result of Employee's effort, performance, Employer's profitability or other
relevant factors, or pursuant to any incentive bonus plans Employer may, in its
sole discretion, put into effect specifically with respect to Employee. Each
Bonus Amount shall be subject to payroll deductions and tax withholdings in
accordance with Employer's usual payroll practices and as required by law.

6. FRINGE BENEFITS AND EXPENSES

A. Employee Benefits. Employee shall be entitled to all
benefits and fringe benefits (such as individual and family health, dental,
life and disability insurance, qualified and unqualified pension, profit
sharing, deferred compensation and incentive plans, stock option and stock
purchase plans, etc.) which are made available by Employer from time to time,
in Employer's sole discretion, to its senior executives generally.

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<PAGE> 5

B. Expenses. Employer shall reimburse Employee for his
reasonable out-of-pocket costs and expenses in connection with the performance
of his duties and responsibilities hereunder, subject to Employee's
presentation of appropriate documentation and, if requested, justification
therefor.

C. Auto. Employer shall provide to Employee an
automobile allowance of $850.00 per month during the Employment Term in order
to defray Employee's automobile expenses incurred in the performance of his
duties, but shall not be obligated to provide Employee with an automobile.

7. VACATIONS

Employee shall be entitled to five weeks vacation each full
year of the Employment Term, with full compensation, which, to the extent
unused, may be carried over from year to year (provided, however, that Employee
shall not be entitled to be compensated for any unused vacation days upon
termination of employment). The periods during which Employee will be absent
from work for vacation shall be at the reasonable discretion of Employer.

8. FACILITIES

Employer shall provide and maintain (or cause to be provided
and maintained) such facilities, equipment, supplies and personnel as it deems
reasonably necessary for Employee's performance of his duties and
responsibilities under this Employment Agreement.

9. TERMINATION OF EMPLOYMENT

A. Termination Events. Employee's employment under this
Employment Agreement may be terminated by Employer only as follows: with or
without Cause (as hereinafter defined), effective upon the delivery of written
notice to Employee; upon Employee's death; or upon Employee becoming Disabled
(as later defined) and receiving written notice of termination from Employer to
that effect. Employee may terminate his employment under this Employment
Agreement by giving written notification of his resignation to Employer which
shall specify a resignation date no earlier than 90 days following the date of
such notice of resignation.

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<PAGE> 6

Employer's premises; (iv) abandonment of employment duties; or (v) material
breach by Employee of this Employment Agreement which, if curable, is not cured
by Employee within 30 days following his receipt of written notice thereof
(such notice shall specify in reasonable detail the nature of the material
breach and the curative steps, if curable, required to be taken). Employee
shall be deemed "Disabled" for purposes of this Agreement (a) if he is unable,
due to physical, mental or emotional illness or injury, to perform
substantially all of his duties and responsibilities for Employer for a
continuous period of 120 days, or (b) if he is adjudicated as an incompetent
and has a guardian appointed to handle his affairs, or (c) if following the
occurrence of a serious physical, mental or emotional illness or injury he is
determined to be permanently disabled by a State of Florida certified medical
doctor or psychiatrist (as applicable) or otherwise as follows: If Employer
believes that Employee is permanently disabled, Employer shall notify Employee
of such belief. If Employee responds in writing within 10 days that he agrees
that he is permanently disabled, Employee shall be deemed Disabled. If
Employee disagrees, the parties shall within 10 days mutually select a medical
doctor or psychiatrist (as applicable) to make the determination. The parties
shall use their best efforts to cause the examination(s) and the determination
to be made within 30 days. If they cannot agree on a medical doctor or
psychiatrist within 10 days, they shall, within the next 10 days, each select
one doctor to make the determination. The parties shall use their best efforts
to cause such two doctors to complete their examinations and make their
determinations within 30 days of notification to them of their selection. If
the two doctors reach different conclusions, they shall, as promptly as
possible, be directed by the parties to appoint (jointly) a third medical
doctor or psychiatrist to make the determination. The parties shall use their
best efforts to cause such third doctor to make his or her examinations and his
or her determination within 30 days of being engaged to do so. If (a) above
applies, Employee shall be deemed Disabled on the last day of the 120-day
period. If (b) above applies, Employee shall be deemed Disabled on the date of
adjudication as an incompetent and the appointment of the guardian. If (c)
above applies, Employee will be deemed Disabled on, as applicable, the date of
his response agreeing to his permanent disability, the date that the mutually-
selected doctor makes a determination of permanent disability, the date by
which the two doctors selected have both made a determination of permanent
disability, or the date on which the third doctor makes a determination of
permanent disability, or the date of certification by the State of Florida
medical doctor or psychiatrist (as applicable).

C. Effect of Termination For Cause or Employee's
Resignation. In the event that Employee's employment under this

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<PAGE> 7

Employment Agreement is terminated by Employer with Cause, or because Employee
resigns from or quits his employment, Employer shall pay to Employee, within
thirty (30) days following the date of such termination, the Salary, if any,
accrued and unpaid through the date of termination, and shall pay and provide
to Employee the amounts and items payable and to be provided under Section 6
through the date of such termination; and Employee shall not be entitled to any
other compensation, remuneration or other sums provided for in this Employment
Agreement or to which Employee might otherwise be entitled hereunder or at law
or in equity, including, without limitation, any unpaid Bonus Amount.

D. Compensation Upon Death or Disability. Upon the
death of Employee, or termination of employment because Employee is Disabled,
Employer shall pay to Employee, his legal guardian or the legal representative
of Employee's estate (or heir as designated by the legal representative of
Employee's estate at such time), within thirty (30) days following the date of
Employee's death or termination, the Salary, if any, accrued and unpaid through
the date of termination, and shall pay and provide to Employee the amounts and
items payable and to be provided under Section 6 through the date of death or
termination, and the prorated amount of the Bonus Amount for that year; and
Employee (or such legal guardian, legal representative or any heirs) shall not
be entitled to any other compensation, remuneration or other sums provided for
in this Employment Agreement or to which Employee might otherwise be entitled
hereunder or at law or in equity.

E. Compensation Upon Termination Without Cause. In the
event that Employer terminates Employee's employment under this Employment
Agreement without Cause, Employee's sole and exclusive compensation and remedy
hereunder shall be to receive from Employer, and Employer shall pay and
provide, (i) the amount of Salary, if any, accrued and unpaid through the date
of termination, and the amounts and items payable and to be provided under
Section 6 through the date of termination, payable within thirty (30) days
following termination of employment, and (ii) the lower of (A) the Salary, the
Bonus Amounts, and the amounts and items payable and to be provided under
Section 6, in each case, that Employee would have received during the period
following termination through the expiration of the Employment Term (March 31,
1999), as and when payable (as if Employee had remained an employee of
Employer), and (B) the sum of $450,000, payable in twelve (12) equal monthly
installments during the twelve (12) month period following employment
termination. Notwithstanding any of the foregoing to the contrary, in the
event of a termination of Employee's employment without Cause following the
occurrence of a "Change In Control" or a "Private Sale," as such terms are
defined below, Employee's sole and exclusive compensation and remedy hereunder
shall be to receive from Employer, and Employer shall pay

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<PAGE> 8

and provide (x) within thirty (30) days following termination of employment,
the amount of Salary, if any, accrued and unpaid through the date of
termination, and the amounts and items payable and to be provided under Section
6 through the date of termination, and (y) the Salary, the Bonus Amounts, and
the amounts and items payable and to be provided under Section 6, in each case,
that Employee would have received during the period following termination
through the expiration of the Employment Term (March 31, 1999), as and when
payable (as if Employee had remained an employee of Employer). For these
purposes, a "Change In Control" means that (1) neither Mark Gordon (for these
purposes, counting all common stock owned by Mark Gordon's Affiliates) nor
David Epstein (for these purposes, counting all common stock owned by David
Epstein's Affiliates) owns at least 10% of the issued and outstanding common
stock of Employer, (2) neither Mark Gordon (for these purposes, counting all
common stock owned by Mark Gordon's Affiliates) nor David Epstein (for these
purposes, counting all common stock owned by David Epstein's Affiliates) is the
stockholder of Employer owning the highest number of issued and outstanding
shares of common stock of Employer, or (3) neither Mark Gordon nor David
Epstein occupies the position of Chairman of the Board, Chief Executive Officer
or President of Employer. For these purposes, a "Private Sale" means a private
sale of at least a majority of the shares of common stock of Employer currently
owned in the aggregate by Mark Gordon, David Epstein and their respective
Affiliates. "Affiliate" means, for these purposes, with respect to Mark Gordon
or David Epstein, an immediate family member of his, a trust principally for
his benefit and/or the benefit of his family members and/or lineal descendants,
or a family limited partnership or other entity the beneficial owners of which
are, principally, him and/or his family members. Regardless of which severance
package applies, Employee shall be entitled to all of the foregoing regardless
of any employment or other activity (unless a breach of Section 11 hereof)
obtained by Employee or in which Employee engages following termination of his
employment, regardless of the amount of any compensation, profits or other
benefits derived by Employee therefrom, and regardless of any other personal
circumstance of Employee which may then exist.

F. Key-Man Insurance. In the event that Employer has
obtained or obtains a key-man term insurance policy (the "Policy") on the life
of Employee, all proceeds payable in respect thereof shall be the property
solely of Employer. In the event that Employee's employment terminates for any
reason other than Employee's death, Employee may request that the Policy be
assigned to Employee by giving written notice to Employer to that effect.
Subject to obtaining any requisite consent from the insurer, Employer shall, if
Employee has so requested, assign the Policy to Employee subject to Employee's
reimbursement to Employer of any premiums paid by Employer which relate to any
period following the

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<PAGE> 9

date of termination of Employee's employment, and the cash value, if any, of
the Policy. In the event that Employer desires to obtain any such Policy,
Employee shall fully cooperate in Employer's efforts, including submitting to
medical exams and tests and executing and delivering applications and
information statements.

10. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

A. Confidential Information. Employee acknowledges that
Employee has been informed by Employer of Employer's policy to maintain as
secret and confidential all information and materials relating to (i) the
financial condition, operations, business and interests of Employer, (ii) the
systems, know-how, records, products, services, cost information, inventions,
computer software programs, marketing and sales techniques and/or programs,
methods, methodologies, manuals, lists and other trade secrets from time to
time acquired, sold, developed, maintained and/or used by Employer, and (iii)
the nature and terms of Employer's relationships with its clients, suppliers,
lenders, underwriters, vendors, consultants, independent contractors,
attorneys, accountants and employees (all such information and materials being
hereinafter collectively referred to as "Confidential Information"). Employee
further acknowledges that such Confidential Information is of great value to
Employer and has been developed by Employer as a result of substantial effort
and expense. Therefore, Employee understands that it is reasonably necessary
to protect Employer's good will, trade secrets and business interests that
Employee agree and, accordingly, Employee does hereby agree, that Employee will
not directly or indirectly (except where authorized by the Board of Directors,
Chairman of the Board, Chief Executive Officer or President of Employer for the
benefit of Employer and/or as required in the course of his employment) at any
time hereafter divulge or disclose for any purpose to any persons, firms,
corporations or other entities (hereinafter referred to collectively as "Third
Parties"), or use or cause or authorize any Third Parties to use, any such
Confidential Information, except as otherwise required by law.

B. Employer's Materials. In accordance with the
foregoing, Employee furthermore agrees that (i) Employee will at no time retain
or remove from the premises of Employer any products, prototypes, drawings,
notebooks, software programs or discs, tapes or similar containers of software,
manuals, data, books, records, materials or documents of any kind or
description for any purpose unconnected with the strict performance of
Employee's duties with Employer and (ii) upon the cessation or termination of
Employee's employment with Employer for any reason, Employee shall forthwith
deliver or cause to be delivered up to Employer any and all drawings,
notebooks, software programs or discs, tapes or similar

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<PAGE> 10

containers of software, manuals, data, books, records, materials and other
documents and materials in Employee's possession or under Employee's control
relating to any Confidential Information or any other material or thing which
is otherwise the property of Employer.

11. COVENANT-NOT-TO-COMPETE

In view of (a) the Confidential Information known to and to be
obtained by or disclosed to Employee, and (b) the substantial consideration
paid and payable to Employee under this Employment Agreement, and as a material
inducement to Employer to enter into this Employment Agreement and to employ
Employee and to pay to Employee the substantial compensation Employee will be
receiving, Employee covenants and agrees that, for as long as Employee is
employed by Employer and for a period of two (2) years after the later of (i)
the date Employee ceases for any reason to be employed by Employer and (ii) the
date Employee ceases to receive any Salary (as severance pay or otherwise) from
Employer, Employee shall not, directly or indirectly, (A) sell any products or
services sold or offered by Employer to any client or former client of
Employer, (B) solicit the services of, or hire, directly or indirectly, whether
on his own behalf or on behalf of others, any managerial or executive employee
or account manager or programmer of Employer or who was employed by Employer at
any time during the period commencing one year prior to the commencement of the
Employment Term and ending on the date of termination of Employee's employment,
or (C) in any capacity engage in any venture, enterprise, activity or business,
passively or actively, as an owner, consultant, adviser, attorney, participant,
employee or agent, competitive with the business of Employer anywhere within
the continental United States. Employee acknowledges that the business of
Employer is national in scope, that one can effectively compete with such
business from anywhere in the continental United States, and that, therefore,
such geographical area of restriction is reasonable in the circumstances to
protect Employer's trade secrets and other legitimate business interests.

12. EMPLOYER'S REMEDIES FOR BREACH OF SECTIONS 10 AND 11

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<PAGE> 11

and permanent injunction or any other appropriate decree of specific
performance or equitable relief (without being required to post bond or other
security) from a court of competent jurisdiction in order to prevent, prohibit
or restrain any such breach or violation or threatened or imminent breach or
violation by Employee, by Employee's partners, agents, representatives,
servants, employers or employees and/or by any Third Parties. Employer shall
be entitled to such injunctive or other equitable relief in addition to any
ascertainable damages which are suffered, together with reasonable attorneys'
and paralegals' fees and costs and other costs incurred in connection with any
such litigation, both before and at trial and at all tribunal levels. It is
understood that resort by Employer to such injunctive or other equitable relief
shall not be deemed to waive or to limit in any respect any other rights or
remedies which Employer may have with respect to such breach or violation.

13. REASONABLENESS OF RESTRICTIONS

A. Reasonableness. Employee acknowledges that any
breach or violation of Section 10 or 11 hereof will cause irreparable injury
and damage and incalculable harm to Employer and that it would be very
difficult or impossible to measure all of the damages resulting from any such
breach or violation. Employee further acknowledges that Employee has carefully
read and considered the provisions of Sections 10, 11 and 12 hereof and, having
done so, agrees that the restrictions and remedies set forth in such Sections
(including, but not limited to, the time period, geographical and types of
restrictions imposed) are fair and reasonable and are reasonably required for
the protection of the business, trade secrets, interests and good will of
Employer.

B. Severability. Employee understands and intends that
each provision and restriction agreed to by Employee in Sections 10, 11 and 12
hereof shall be construed as separate and divisible from every other provision
and restriction. In the event that any one of the provisions of, or
restrictions in, Sections 10, 11 and/or 12 hereof shall be held to be invalid
or unenforceable, and is not reformed by a court of competent jurisdiction, the
remaining provisions thereof and restrictions therein shall nevertheless
continue to be valid and enforceable as though the invalid or unenforceable
provisions or restrictions had not been included. In the event that any such
provision relating to time period, geographical and/or type of restriction
shall be declared by a court of competent jurisdiction to exceed the maximum or
permissible time period, geographical or type of restriction such court deems
reasonable and enforceable, said time period, geographical and/or type of
restriction shall be deemed to become and shall thereafter be the maximum time
period, geographical area

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<PAGE> 12

and/or type of restriction which such court deems reasonable and enforceable.

C. Survivability. The restrictions, acknowledgements,
covenants and agreements of Employee set forth in Sections 10, 11, 12 and 13 of
this Employment Agreement shall survive any termination of this Employment
Agreement or of Employee's employment (for any reason, including expiration of
the Employment Term).

14. REGISTRATION RIGHTS

A. Piggyback Rights. If, during any Applicable Period
(as defined below), Employer shall propose to file a registration statement or
statements under the Securities Act of 1933, as amended (the "Act") in respect
of an underwritten distribution by any holders of any of Employer's securities,
whether or not together with a distribution of Employer's securities by
Employer (other than a registration statement on Form S-8, S-9, or S-14 or a
registration statement relating to an exchange offer), Employer shall each such
time give written notice to Employee of such proposal not later than ten
business days prior to the date each such registration statement is so filed
and, upon the written request of Employee received no later than three business
days prior to such filing, Employer shall (subject to all of the provisions of
this Section 14) include therein such number of shares of the common stock of
Employer owned by Employee ("Employee Common Stock") which are specifically
designated in such written request as being proposed to be distributed by him
and requested to be included in such registration statement. Employer further
agrees to use its best efforts to keep effective any registration statement
which pursuant to this Section 14 includes any of the Employee Common Stock for
a period commencing on the initial effective date of such registration
statement and ending on the earlier of (i) nine months thereafter and (ii) the
completion of the offering of the Employee Common Stock which is covered
thereby; provided, however, that such obligation of Employer to keep such
registration statement effective shall be subject to the exceptions set forth
below. "Applicable Period" means, with respect to an underwritten primary
registration, the period commending April 1, 1997 and ending April 1, 1999, and
means, with respect to any underwritten secondary registration, the period
commencing on the date of completion of Employer's offering pursuant to its
primary registration and ending on the third anniversary thereof. The number
of shares of Employee Common Stock which may be included in any registration
the effective date of which is prior to April 1, 1999 shall be limited to a
percentage of the Employee Common Stock owned by Employee on the date hereof
which is equal to the higher of the following percentages - - (a) the
percentage of the total number of shares of common stock of Employer
collectively owned by

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Mark Gordon, his immediate family members and trusts for the benefit of his
family which are being registered for sale, and (b) the percentage of the total
number of shares of common stock of Employer collectively owned by David
Epstein, his immediate family members and trusts for the benefit of his family
which are being registered for sale.

B. Costs and Expenses. Employer shall bear all costs
and expenses in connection with any registration statement which pursuant to
this Section 14 includes Employee Common Stock, including the fees and expenses
for the audited and other financial statements concerning the operations of
Employer required to be included in such registration statement, and the
expenses of printing fees, filing fees and other similar categories of expenses
not specifically included above, including the expenses of any filing or
similar fees arising from the qualification or exemption of the issuance of any
of Employer's securities under state securities or "Blue Sky" laws. Employee
shall bear the costs of its own counsel and any discounts or commissions
applicable to the sale of the Employee Common Stock pursuant to the
registration statement.

C. Exceptions to Obligation. Notwithstanding anything
to the contrary set forth elsewhere herein: (i) Employer shall not be obligated
to file any post-effective amendment to any registration statement which
includes Employee Common Stock if such post-effective amendment would require
(a) the inclusion of any financial statements of Employer other than the
financial statements of Employer regularly prepared in the ordinary course as
of the end of Employer's most recently ended fiscal year preceding the
effective date of such registration statement, or (b) the inclusion of any
financial statements of any other corporation (other than a parent or
subsidiary of Employer for which Employer has the required financial
statements); and (ii) Employer shall have the right to suspend at any time
Employee's right to sell Employee Common Stock under any such registration
statement for such interval of time, from time to time, as may be necessary in
order to enable Employer to supplement or amend such registration statement so
that it complies in all respects with the requirements of the Act.

D. Other Means of Disposal. Notwithstanding anything to
the contrary set forth herein, Employer shall not be required to include any
Employee Common Stock in a registration statement filed under the Act if such
securities, in the opinion of outside counsel to Employer, may properly be
disposed of by Employee without such registration.

E. Blue Sky. In connection with any registration
statement which includes Employee Common Stock, Employer agrees to

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take all reasonable steps to comply with such Blue Sky or state securities laws
as may be reasonably requested by Employee (except that it shall in no event be
required to qualify as a foreign corporation or give a general consent to the
service of process), and to furnish Employee such number or prospectuses or
other documents incident to such registration as he may from time to time
reasonably request.

F. Compliance. All of Employer's obligations under this
Section 14 shall be conditioned upon Employee furnishing to Employer all such
information and material as may be reasonably requested by Employer or its
counsel in connection with any registration statement in which Employee Common
Stock is included, and any public offering thereunder, including without
limitation all information and material concerning Employee as may be required
to be included in such registration statement under the Act and the applicable
rules and regulations of the Securities and Exchange Commission, and upon the
further condition that Employee shall undertake (i) to do all such things and
execute all such additional instruments as may be reasonably necessary or
desirable in the opinion of Employer or its outside counsel in connection with
such registration statement or public offering, and (ii) to comply in all
respects with the Act and all applicable rules and regulations thereunder and
with the securities laws of the states in which any such public offering is
made.

G. Indemnity by Employer. In connection with any
registration statement which includes Employee Common Stock, Employer will
indemnify Employee and hold him harmless against and in respect of any losses,
claims, damages or liabilities, joint or several (including legal or other
expenses reasonably incurred by him in connection with investigating or
defending any such loss, claim, damage, liability or action) to which Employee
may become subject under the Act or otherwise insofar as such losses, claims,
damages or liabilities (or actions with respect thereto) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in such registration statement, or arise out of or are based
upon 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, except to the extent that any such untrue statement or omission is
based upon information furnished in writing to Employer by Employee or any of
his representatives for use in such registration statement.

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or several (including legal or other expenses reasonably incurred by any of
them in connection with investigating or defending any such loss, claim,
damage, liability or action) to which Employer or any such persons may become
subject under the Act or otherwise insofar as such losses, claims, damages or
liabilities (or actions with respect thereto) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in such registration statement, or arise out of or are based upon 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, but only to
the extent that any such untrue statement or omission is based upon information
furnished in writing to Employer by Employee or any of his representatives for
inclusion in such registration statement.

I. Limitation on Rights. If the managing underwriters
advise Employer, with respect to any registration that Employee has requested
include Employee Common Stock, that in their opinion the number of securities
to be included in such registration exceeds the number which can be sold in
such offering, Employer will include in such registration (i) first, the
securities Employer proposes to sell, (ii) second, the securities requested to
be included therein by the holders, if any, requesting such registration
pursuant to a demand registration right, and (iii) third, the securities
requested or proposed to be included by Mark Gordon and David Epstein and those
holders requesting such registration pursuant to rights similar to Employee's
(i.e., piggyback registration rights), pro rata among such persons and holders.
Employee acknowledges and consents to the foregoing.

15. LAW APPLICABLE

This Employment Agreement shall be governed by and construed
pursuant to the laws of the State of Florida.

16. NOTICES

Any notices required or permitted to be given pursuant to this
Employment Agreement shall be sufficient if in writing and sent to Employer's
executive offices, to the attention of the Chief Executive Officer, if sent to
Employer, and to Employee's then current residence, if sent to Employee.

17. SUCCESSION

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duties, responsibilities or obligations hereunder to any other person or
entity. Employer shall have the right to assign its rights and delegate its
duties under this Employment Agreement.

18. ENTIRE AGREEMENT

This Employment Agreement constitutes the entire final
agreement between the parties with respect to, and supersedes any and all prior
agreements between the parties hereto both oral and written concerning, the
subject matter hereof and may not be amended, modified or terminated except by
a writing signed by the parties hereto.

19. SEVERABILITY

If any provision of this Employment Agreement shall be held to
be invalid or unenforceable, and is not reformed by a court of competent
jurisdiction, such invalidity or unenforceability shall attach only to such
provision and shall not in any way affect or render invalid or unenforceable
any other provision of this Employment Agreement, and this Employment Agreement
shall be carried out as if such invalid or unenforceable provision were not
herein contained.

20. NO WAIVER

A waiver of any breach or violation of any term, provision or
covenant herein contained shall not be deemed a continuing waiver or a waiver
of any future or past breach or violation. No oral waiver shall be binding.

21. ATTORNEYS' FEES

In the event that either of the parties to this Employment
Agreement institutes suit against the other party to this Employment Agreement
to enforce or declare any of his or its rights hereunder, the prevailing party
in such action shall be entitled to recover from the other party all reasonable
costs thereof, including reasonable attorneys' and paralegals' fees and costs
incurred before and at trial and at all tribunal levels, and whether or not
suit or any other proceeding is instituted.

22. COUNTERPARTS

This Employment Agreement may be executed in counterparts,
each of which shall be an original, but both of which together shall constitute
one and the same instrument.

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IN WITNESS WHEREOF, the undersigned have hereunto set their hands on
the day and year first above written.

EMPLOYER:

PRECISION RESPONSE CORPORATION, a
Florida corporation

By: /s/ Mark J. Gordon
--------------------------------
Mark J. Gordon, Chief Executive
Officer

EMPLOYEE:

/s/ Richard D. Mondre
------------------------------------
RICHARD D. MONDRE

<PAGE> 1
EXHIBIT 10.7

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of February 16, 1996, by and between
PRECISION RESPONSE CORPORATION, a corporation organized and existing under the
laws of the State of Florida (hereinafter referred to as "Employer"), and JAMES
MURRAY (hereinafter referred to as "Employee").

W I T N E S S E T H:

WHEREAS, Employer is a Florida corporation engaged in the direct
marketing and telemarketing business;

WHEREAS, Employer desires to employ Employee upon the terms and
conditions set forth below and Employee desires to accept employment upon such
terms and conditions; and

WHEREAS, Employer and Employee desire to set forth in writing the
terms and conditions of their agreements and understandings with respect to
Employee's employment by Employer.

NOW, THEREFORE, the parties agree as follows:

1. EMPLOYMENT

Employer hereby employs Employee, and Employee hereby accepts
employment by Employer, upon the terms and conditions set forth in this
Employment Agreement.

2. TERM

3. EMPLOYEE'S REPRESENTATIONS AND WARRANTIES

Employee represents and warrants to Employer that he is free
to accept employment with Employer as contemplated herein and has no other
written or oral obligations or commitments of any kind or nature which would in
any way interfere with his acceptance of employment pursuant to the terms
hereof or the full performance of his obligations hereunder or the exercise of
his best efforts in his employment hereunder or which would otherwise pose any
conflict of interest.

<PAGE> 2

4. DUTIES AND EXTENT OF SERVICES

A. Duties. Employee's duties and responsibilities
hereunder shall be those reasonably assigned to him from time to time by
Employer, consistent with the following: (i) Employee shall serve as Chief
Operating Officer of Employer and be responsible to perform the duties usually
and customarily required of an executive who holds such position; (ii) Employee
shall be responsible for overseeing and managing the day-to-day operations and
activities of the business of Employer, including all teleservices, fulfillment
and information services operations and activities; (iii) Employee shall
prepare or cause to be prepared and supervise the preparation of all required
and requested budgets, pro forma financial statements and other projections
relating to Employer's financial and business objectives and goals, and shall
manage Employer's operations in a manner best designed to attain such goals and
objectives; (iii) Employee shall have overall, primary responsibility for the
quality of Employer's services to its clients and all quality-control
procedures and activities; (iv) Employee shall manage and interface with all of
the directors of Employer's various groups and divisions, and have
responsibility for directing and improving their performance; and (v) Employee
shall generally consult with the Board of Directors and senior management of
Employer with respect to strategic and important business and production
decisions of all kinds and any other matters consistent with or related to any
of the foregoing. Employee shall report directly to Employer's Chairman of the
Board, Chief Executive Officer, President and Board of Directors as from time
to time requested by any of the foregoing. Subject to the provisions of
Section 3.B., Employee agrees to devote his full and exclusive time, skill,
attention and energy diligently and competently to perform the duties and
responsibilities properly assigned to him hereunder, or pursuant hereto.

B. Rules and Regulations. Employee agrees to abide by
the rules and regulations of Employer promulgated by Employer from time to time
with respect and applicable to Employer's similarly-situated employees
generally, which are all hereby incorporated by reference and made a part of
this Employment Agreement.

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<PAGE> 3

5. COMPENSATION

A. Base Compensation. Subject to the provisions of
Section 9 of this Employment Agreement, Employer shall pay salary to Employee
("Salary") based upon the rate of $200,000 per annum. Employer may decide, in
its sole discretion, to increase the Salary for the second and/or third years
of the Employment Term. Salary shall be payable in accordance with Employer's
normal payroll practices for its employees and shall be subject to payroll
deductions and tax withholdings in accordance with Employer's usual practices
and as required by law. Presently, payroll is made on a bi-weekly basis.

B. Bonus Compensation. Employee shall be entitled to an
annual bonus in respect of each of the three years of the Employment Term in an
amount equal to 1% of Employer's pre-tax net income, as set forth in Employer's
annual audited financial statements (the "Bonus Amount"). The Bonus Amount for
the first year of the Employment Term shall equal 1% of Employer's pre-tax net
income for its 1996 fiscal year. The Bonus Amount for the second year of the
Employment Term shall equal 1% of Employer's pre-tax net income for its 1997
fiscal year. The Bonus Amount for the third year of the Employment Term shall
equal 1% of Employer's pre-tax net income for its 1998 fiscal year. Each
annual Bonus Amount shall be paid on or before March 31 of each year of the
Employment Term. Each Bonus Amount shall be subject to payroll deductions and
tax withholdings in accordance with Employer's usual payroll practices and as
required by law.

6. FRINGE BENEFITS AND EXPENSES

7. VACATIONS

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<PAGE> 4

8. FACILITIES

9. TERMINATION OF EMPLOYMENT

B. Definitions of Cause and Disabled. For purposes of
this Employment Agreement, "Cause" shall mean and include: (i) commission of
a felony, or commission of acts of fraud, embezzlement or the like on or with
respect to Employer; (ii) habitual drunkenness during business hours or at
Employer's premises; (iii) use of illicit drugs during business hours or at
Employer's premises; (iv) abandonment of employment duties; or (v) material
breach by Employee of this Employment Agreement which, if curable, is not cured
by Employee within 30 days following his receipt of written notice thereof
(such notice shall specify in reasonable detail the nature of the material
breach and the curative steps, if curable, required to be taken). Employee
shall be deemed "Disabled" for purposes of this Agreement (a) if he is unable,
due to physical, mental or emotional illness or injury, to perform
substantially all of his duties and responsibilities for Employer for a
continuous period of 120 days, or (b) if he is adjudicated as an incompetent
and has a guardian appointed to handle his affairs, or (c) if following the
occurrence of a serious physical, mental or emotional illness or injury he is
determined to be permanently disabled by a State of Florida certified medical
doctor or psychiatrist (as applicable) or otherwise as follows: If Employer
believes that Employee is permanently disabled, Employer

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<PAGE> 5

shall notify Employee of such belief. If Employee responds in writing within
10 days that he agrees that he is permanently disabled, Employee shall be
deemed Disabled. If Employee disagrees, the parties shall within 10 days
mutually select a medical doctor or psychiatrist (as applicable) to make the
determination. The parties shall use their best efforts to cause the
examination(s) and the determination to be made within 30 days. If they cannot
agree on a medical doctor or psychiatrist within 10 days, they shall, within
the next 10 days, each select one doctor to make the determination. The
parties shall use their best efforts to cause such two doctors to complete
their examinations and make their determinations within 30 days of notification
to them of their selection. If the two doctors reach different conclusions,
they shall, as promptly as possible, be directed by the parties to appoint
(jointly) a third medical doctor or psychiatrist to make the determination.
The parties shall use their best efforts to cause such third doctor to make his
or her examinations and his or her determination within 30 days of being
engaged to do so. If (a) above applies, Employee shall be deemed Disabled on
the last day of the 120-day period. If (b) above applies, Employee shall be
deemed Disabled on the date of adjudication as an incompetent and the
appointment of the guardian. If (c) above applies, Employee will be deemed
Disabled on, as applicable, the date of his response agreeing to his permanent
disability, the date that the mutually-selected doctor makes a determination of
permanent disability, the date by which the two doctors selected have both made
a determination of permanent disability, or the date on which the third doctor
makes a determination of permanent disability, or the date of certification by
the State of Florida medical doctor or psychiatrist (as applicable).

C. Effect of Termination For Cause or Employee's
Resignation. In the event that Employee's employment under this Employment
Agreement is terminated by Employer with Cause, or because Employee resigns
from or quits his employment, Employer shall pay to Employee, within thirty
(30) days following the date of such termination, the Salary, if any, accrued
and unpaid through the date of termination, and shall pay and provide to
Employee the amounts and items payable and to be provided under Section 6
through the date of such termination; and Employee shall not be entitled to any
other compensation, remuneration or other sums provided for in this Employment
Agreement or to which Employee might otherwise be entitled hereunder or at law
or in equity, including, without limitation, any unpaid Bonus Amount.

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<PAGE> 6

termination, the Salary, if any, accrued and unpaid through the date of
termination, and shall pay and provide to Employee the amounts and items
payable and to be provided under Section 6 through the date of death or
termination, and (ii) as and when it would have been payable, the Bonus Amount
for that year, prorated for the portion of the year prior to the date of
employment termination; and Employee (or such legal guardian, legal
representative or any heirs) shall not be entitled to any other compensation,
remuneration or other sums provided for in this Employment Agreement or to
which Employee might otherwise be entitled hereunder or at law or in equity.

E. Compensation Upon Termination Without Cause. In the
event that Employer terminates Employee's employment under this Employment
Agreement without Cause, Employee's sole and exclusive compensation and remedy
hereunder shall be to receive from Employer, and Employer shall pay and
provide, (i) the amount of Salary, if any, accrued and unpaid through the date
of termination, and the amounts and items payable and to be provided under
Section 6 through the date of termination, payable within thirty (30) days
following termination of employment, and (ii) the lower of (A) the Salary, the
Bonus Amounts, and the amounts and items payable and to be provided under
Section 6, in each case, that Employee would have received during the period
following termination through the expiration of the Employment Term (March 31,
1999), as and when payable (as if Employee had remained an employee of
Employer), and (B) the sum of $300,000, payable in twelve (12) equal monthly
installments during the twelve (12) month period following employment
termination. For purposes of determining which of (A) or (B) is lower, the
remaining Bonus Amounts may be estimated by Employer (but if (A) is lower based
upon such estimates and is, therefore, the severance package, the actual Bonus
Amounts shall be paid). Employee shall be entitled to the foregoing regardless
of any employment or other activity (unless a breach of Section 11 hereof)
obtained by Employee or in which Employee engages following termination of his
employment, regardless of the amount of any compensation, profits or other
benefits derived by Employee therefrom, and regardless of any other personal
circumstance of Employee which may then exist.

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<PAGE> 7

if any, of the Policy. In the event that Employer desires to obtain any such
Policy, Employee shall fully cooperate in Employer's efforts, including
submitting to medical exams and tests and executing and delivering applications
and information statements.

10. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

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<PAGE> 8

other material or thing which is otherwise the property of Employer.

11. COVENANT-NOT-TO-COMPETE

12. EMPLOYER'S REMEDIES FOR BREACH OF SECTIONS 10 AND 11

Employee covenants and agrees that if Employee shall violate
or breach any of Employee's covenants or agreements provided for in Sections 10
or 11 hereof, Employer shall be entitled to an accounting and repayment of all
profits, compensation, commissions, remunerations and benefits which Employee
directly or indirectly has realized and realizes as a result of, growing out of
or in connection with any such violation or breach. In addition, in the event
of a breach or violation or threatened or imminent breach or violation of any
provisions of Sections 10 or 11 hereof, Employer shall be entitled to a
temporary and permanent injunction or any other appropriate decree of specific
performance or equitable relief (without being required to post bond or other
security) from a court of competent jurisdiction in order to prevent, prohibit
or restrain any such breach or violation or threatened or imminent breach or
violation by

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<PAGE> 9

Employee, by Employee's partners, agents, representatives, servants, employers
or employees and/or by any Third Parties. Employer shall be entitled to such
injunctive or other equitable relief in addition to any ascertainable damages
which are suffered, together with reasonable attorneys' and paralegals' fees
and costs and other costs incurred in connection with any such litigation, both
before and at trial and at all tribunal levels. It is understood that resort
by Employer to such injunctive or other equitable relief shall not be deemed to
waive or to limit in any respect any other rights or remedies which Employer
may have with respect to such breach or violation.

13. REASONABLENESS OF RESTRICTIONS

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<PAGE> 10

employment (for any reason, including expiration of the Employment Term).

14. REGISTRATION RIGHTS

B. Costs and Expenses. Employer shall bear all costs
and expenses in connection with any registration statement which

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<PAGE> 11

pursuant to this Section 14 includes Employee Common Stock, including the fees
and expenses for the audited and other financial statements concerning the
operations of Employer required to be included in such registration statement,
and the expenses of printing fees, filing fees and other similar categories of
expenses not specifically included above, including the expenses of any filing
or similar fees arising from the qualification or exemption of the issuance of
any of Employer's securities under state securities or "Blue Sky" laws.
Employee shall bear the costs of its own counsel and any discounts or
commissions applicable to the sale of the Employee Common Stock pursuant to the
registration statement.

E. Blue Sky. In connection with any registration
statement which includes Employee Common Stock, Employer agrees to take all
reasonable steps to comply with such Blue Sky or state securities laws as may
be reasonably requested by Employee (except that it shall in no event be
required to qualify as a foreign corporation or give a general consent to the
service of process), and to furnish Employee such number or prospectuses or
other documents incident to such registration as he may from time to time
reasonably request.

F. Compliance. All of Employer's obligations under this
Section 14 shall be conditioned upon Employee furnishing to Employer all such
information and material as may be reasonably

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<PAGE> 12

requested by Employer or its counsel in connection with any registration
statement in which Employee Common Stock is included, and any public offering
thereunder, including without limitation all information and material
concerning Employee as may be required to be included in such registration
statement under the Act and the applicable rules and regulations of the
Securities and Exchange Commission, and upon the further condition that
Employee shall undertake (i) to do all such things and execute all such
additional instruments as may be reasonably necessary or desirable in the
opinion of Employer or its outside counsel in connection with such registration
statement or public offering, and (ii) to comply in all respects with the Act
and all applicable rules and regulations thereunder and with the securities
laws of the states in which any such public offering is made.

H. Indemnity by Employee. In connection with any
registration statement which includes Employee Common Stock, Employee will
indemnify and hold Employer, its officers and its directors and any controlling
persons or Employer harmless against and in respect of any losses, claims,
damages or liabilities, joint or several (including legal or other expenses
reasonably incurred by any of them in connection with investigating or
defending any such loss, claim, damage, liability or action) to which Employer
or any such persons may become subject under the Act or otherwise insofar as
such losses, claims, damages or liabilities (or actions with respect thereto)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in such registration statement, or arise out of
or are based upon 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, but only to the extent that any such untrue statement or
omission is based upon information

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<PAGE> 13

furnished in writing to Employer by Employee or any of his representatives for
inclusion in such registration statement.

15. LAW APPLICABLE

This Employment Agreement shall be governed by and construed
pursuant to the laws of the State of Florida.

16. NOTICES

Any notices required or permitted to be given pursuant to this
Employment Agreement shall be sufficient if in writing, and delivered
personally, by commercial courier service or sent by certified mail, return
receipt requested, and sent to Employer's executive offices, to the attention
of the Chief Executive Officer, if mailed to Employer, and to Employee's then
current residence, if mailed to Employee.

17. SUCCESSION

This Employment Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
heirs, assignees and/or successors in interest of any kind whatever; provided,
however, that Employee acknowledges and agrees that he cannot assign or
delegate any of his rights, duties, responsibilities or obligations hereunder
to any other person or entity. Employer shall have the right to assign its
rights and delegate its duties under this Employment Agreement, provided that,
in the event of any such assignment, Employer shall remain liable for all of
its obligations hereunder.

18. ENTIRE AGREEMENT

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<PAGE> 14

amended, modified or terminated except by a writing signed by the parties
hereto.

19. SEVERABILITY

20. NO WAIVER

21. ATTORNEYS' FEES

22. COUNTERPARTS

This Employment Agreement may be executed in counterparts,
each of which shall be an original, but both of which together shall constitute
one and the same instrument.

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<PAGE> 15

IN WITNESS WHEREOF, the undersigned have hereunto set their hands on
the day and year first above written.

EMPLOYER:

PRECISION RESPONSE CORPORATION, a
Florida corporation

By: /s/ Mark J. Gordon
_______________________________
Mark J. Gordon, Chief Executive
Officer

EMPLOYEE:

/s/ James Murray
_________________________________
JAMES MURRAY

<PAGE> 1

EXHIBIT 10.8

STOCK PURCHASE AND SHAREHOLDER AGREEMENT

STOCK PURCHASE AND SHAREHOLDER AGREEMENT, dated as of February 16,
1996 (the "Agreement"), by and between MARK J. GORDON ("Gordon") and RICHARD D.
MONDRE ("Mondre").

PRELIMINARY STATEMENT

Gordon, together with his trusts for the benefit of his family, own 75
shares of common stock (currently representing 75% of the issued and
outstanding shares of common stock) of Precision Response Corporation, a
Florida corporation (the "Corporation"). There is currently no class of
capital stock of the Corporation authorized, issued or outstanding other than
said common stock (the "Common Stock"). Gordon and Mondre wish (a) to provide
for the sale by Gordon to Mondre, and the purchase by Mondre from Gordon, of
3.75 shares of Common Stock of the Corporation, (b) to make certain agreements
concerning rights and obligations to purchase and sell such shares of Common
Stock under certain circumstances, and (c) to make certain other agreements
concerning restrictions on the alienability and voting of such shares of Common
Stock. "Affiliate" shall mean, with respect to a person, an immediate family
member of such person, a trust principally for the benefit of such person
and/or his family members and/or lineal descendants, or a family limited
partnership or other entity the beneficial owners of which are, principally,
such person and/or his family members.

NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants and agreements set forth below, and other good and valuable
consideration paid by each party to the other, the receipt and sufficiency of
which are conclusively acknowledged, the parties agree as follows:

1. PURCHASE AND SALE. Gordon hereby sells, assigns, transfers,
conveys, sets over and delivers to Mondre, and Mondre hereby purchases and
accepts from Gordon, 3.75 shares of the issued and outstanding Common Stock of
the Corporation owned by Gordon (the "Purchased Stock"), for a purchase price
of THREE HUNDRED THIRTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($337,500.00) (the
"Purchase Price"). Mondre represents and warrants to Gordon that he is
purchasing the Purchased Stock for his account, for investment purposes only,
and without a view to the public sale or distribution thereof, acknowledges
that the Purchased Stock is being sold to him pursuant to applicable federal
and state exemptions from registration or qualification thereof, and consents
to appropriate securities law restriction legends (if required) being placed on
all stock certificates evidencing the Purchased Stock and the placement of
appropriate "stop transfer" orders, and
<PAGE> 2

agrees to execute and deliver any documents reasonably required by Gordon in
order to confirm all of the foregoing.

2. DELIVERY OF SHARES. Concurrently with the execution and
delivery of this Agreement, Gordon shall execute and deliver to Mondre, in form
and content reasonably acceptable to Mondre, a stock power transferring to
Mondre the Purchased Stock. Immediately following delivery to Mondre of such
stock power, such stock power, together with Gordon's stock certificate
evidencing his ownership of 55 shares of Common Stock of the Corporation, shall
be submitted to the Corporation. Immediately upon such submission, Gordon
shall cause the Corporation to mark such certificate cancelled, and to reissue
in replacement thereof, (a) to Gordon, one stock certificate evidencing
ownership in Gordon of (subject to any other sales of shares of Common Stock by
Gordon taking place concurrently herewith) 51.25 shares of Common Stock of the
Corporation, and (b) to Mondre, one stock certificate evidencing ownership in
Mondre of 3.75 shares of Common Stock of the Corporation. The corporate books
and records of the Corporation shall be appropriately maintained and annotated
to reflect clearly the sale by Gordon to Mondre of the Purchased Stock and the
reissue to the parties of the stock certificates as aforesaid in connection
therewith.

3. MANNER OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall
be paid by the execution and delivery by Mondre, in favor of and to Gordon, of
the promissory note attached to this Agreement as Exhibit "A" (the "Purchase
Price Note"). The Purchase Price Note shall be personally guaranteed by
Mondre's spouse, as provided for thereon, and the Purchase Price Note shall be
secured by the pledge by Mondre to Gordon of the Purchased Stock, as set forth
in the Stock Pledge Agreement attached to this Agreement as Exhibit "B" (the
"Stock Pledge Agreement").

4. OWNERSHIP REPRESENTATION AND WARRANTY. Gordon represents and
warrants to Mondre that Gordon owns the Purchased Stock, and is conveying the
Purchased Stock to Mondre, free and clear of any claims, demands, security
interests, encumbrances and rights of others, and that, when issued, the
Purchased Stock will represent record and beneficial ownership of 3.75% of the
equity of the Corporation.

5. BUY-OUT RIGHTS AND OBLIGATIONS UPON DEATH OR PERMANENT
DISABILITY OF MONDRE.

(a) Death or Permanent Disability of Mondre. In the
event that Mondre dies or becomes Disabled (as defined below) prior to the time
that Gordon dies or becomes permanently disabled and prior to April 1, 1997,
Gordon shall have the right, but not the obligation, within 30 days following
the date that Mondre dies or

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<PAGE> 3

becomes Disabled, to elect to purchase from Mondre or his estate, legal
representative or beneficiary(ies) succeeding to the Purchased Stock, as the
case may be (the "Mondre Seller"), and, if such right is exercised, the Mondre
Seller shall be required to sell to Gordon, all of the Purchased Stock for a
purchase price equal to the sum of the original principal amount of the
Purchase Price Note ($337,500) and all interest that has been paid thereon and
which has accrued thereon but is unpaid as of the date of purchase. Such
purchase price shall be paid by Gordon by the cancellation of the Purchase
Price Note and the payment in cash to the Mondre Seller of all interest thereon
which has been paid as of such date. If, for any reason, the principal balance
of the Purchase Price Note on the date of purchase is lower than $337,500 (the
"Lower Principal Amount"), Gordon shall, in addition to the cancellation of the
Purchase Price Note and the payment to the Mondre Seller of the interest paid
thereon, pay to the Mondre Seller in cash the difference between $337,500 and
the Lower Principal Amount. Gordon's right to elect to purchase the Purchased
Stock from the Mondre Seller pursuant to these provisions may be exercised at
any time within the 30-day period following the date Mondre has died or become
Disabled, by delivering written notice to that effect, within such period, to
Mondre or his legal representative or the Mondre Seller, and such purchase
shall occur within 30 days following the date of such notice at a time, date
and place mutually acceptable to Gordon and the Mondre Seller (which shall be
extended to the extent required by any delays relating to probate or
guardianship proceedings).

(b) Definition of Disabled. Mondre shall be deemed
"Disabled" for purposes of this Agreement (i) if he is unable, due to physical,
mental or emotional illness or injury, to perform substantially all of his
duties and responsibilities for the Corporation for a continuous period of 120
days, or (ii) if he is adjudicated as an incompetent and has a guardian
appointed to handle his affairs, or (iii) if following the occurrence of a
serious physical, mental or emotional illness or injury he is determined to be
permanently disabled by a State of Florida certified medical doctor or
psychiatrist (as applicable) or otherwise as follows: If Gordon believes that
Mondre is permanently disabled, he shall notify Mondre of such belief. If
Mondre responds in writing within 10 days that he agrees that he is permanently
disabled, Mondre shall be deemed Disabled. If Mondre disagrees, the parties
shall within 10 days mutually select a medical doctor or psychiatrist (as
applicable) to make the determination. The parties shall use their best
efforts to cause the examination(s) and the determination to be made within 30
days. If they cannot agree on a medical doctor or psychiatrist within 10 days,
they shall, within the next 10 days, each select one doctor to make the
determination. The parties shall use their best efforts to cause such two
doctors to complete their examinations

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<PAGE> 4

and make their determinations within 30 days of notification to them of their
selection. If the two doctors reach different conclusions, they shall, as
promptly as possible, be directed by the parties to appoint (jointly) a third
medical doctor or psychiatrist to make the determination. The parties shall
use their best efforts to cause such third doctor to make his or her
examinations and his or her determination within 30 days of being engaged to do
so. If (i) above applies, Mondre shall be deemed Disabled on the last day of
the 120-day period. If (ii) above applies, Mondre shall be deemed Disabled on
the date of adjudication as an incompetent and the appointment of the guardian.
If (iii) above applies, Mondre will be deemed Disabled on, as applicable, the
date of his response agreeing to his permanent disability, the date that the
mutually-selected doctor makes a determination of permanent disability, the
date by which the two doctors selected have both made a determination of
permanent disability, or the date on which the third doctor makes a
determination of permanent disability, or other date of determination by a
State of Florida certified medical doctor or psychiatrist (as applicable).

6. OPTION TO PURCHASE UPON CERTAIN TERMINATION EVENTS UNDER
MONDRE'S EMPLOYMENT AGREEMENT. Reference is made to that certain
Employment Agreement, of even date herewith, between the Corporation and Mondre
(the "Employment Agreement"). In the event that Mondre is terminated for Cause
(as defined in the Employment Agreement) or resigns from his employment with
the Corporation, in either case, prior to April 1, 1999, Gordon shall have the
right, but not the obligation, within 30 days following the date of termination
for Cause or resignation, to elect to purchase from Mondre, and, if such right
is exercised, Mondre shall be required to sell to Gordon, all of the Purchased
Stock for the purchase price, and on the terms and in the manner, set forth in
Section 5(a). Gordon's right to purchase the Purchased Stock from Mondre
pursuant to these provisions may be exercised at any time within the 30-day
period following the date that Mondre has been terminated for Cause or has
resigned, as applicable, by delivery of written notice to that effect to Mondre
within such period, and such purchase shall occur within 30 days following the
date of such notice at a time, date and place mutually acceptable to Gordon and
Mondre. If Mondre resigns, the date of resignation for the purpose of these
provisions shall be the effective date of resignation designated by Mondre in
his notice of resignation (provided that Mondre fulfills his employment duties
through such effective date).

7. TERMINATION OF OPTIONS TO PURCHASE. The rights granted to
Gordon to purchase from Mondre or the Mondre Seller the Purchased Stock
pursuant to Sections 5 and 6 under the circumstances therein described shall
lapse and terminate upon (a) the occurrence of a "Change In Control" of the
Corporation (as

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<PAGE> 5

defined below), (b) with respect to Section 5, termination of Mondre's
employment under the Employment Agreement without Cause prior to April 1, 1997,
or (c) a Sale of the Company (as defined in Section 8). For purposes of this
Agreement, a "Change In Control" shall be deemed to have occurred on the date
that (i) neither Gordon (for these purposes, counting all Common Stock owned by
Gordon's Affiliates) nor David Epstein (for these purposes, counting all Common
Stock owned by David Epstein's Affiliates) owns at least 10% of the issued and
outstanding Common Stock, (ii) neither Gordon (for these purposes, counting all
Common Stock owned by Gordon's Affiliates) nor David Epstein (for these
purposes, counting all Common Stock owned by David Epstein's Affiliates) is the
stockholder of the Corporation owning the highest number of issued and
outstanding shares of Common Stock, or (iii) neither Gordon nor David Epstein
occupies the position of Chairman of the Board, Chief Executive Officer or
President of the Corporation.

8. RESTRICTIONS ON SALE AND PERMITTED SALES OF PURCHASED STOCK.

(a) Mondre acknowledges that he would not have been
offered the opportunity to purchase the Purchased Stock if he was not
undertaking the three-year employment commitment set forth in the Employment
Agreement. Mondre further acknowledges that it is of great importance to
Gordon that Mondre maintain the ownership interest in the Corporation
represented from time to time by the Purchased Stock for at least the duration
of Mondre's three-year employment commitment. Accordingly, Mondre agrees that,
except as provided below, he shall not, directly or indirectly, sell, assign,
pledge (other than pursuant to the Stock Pledge Agreement), encumber or
otherwise dispose of any of the Purchased Stock or any interest therein prior
to April 1, 1999.

(b) The foregoing transferability restrictions shall not
apply (subject, however, to the provisions of the Stock Pledge Agreement) in
any of the following circumstances:

(i) Mondre may, for estate planning purposes,
transfer any or all of the shares of Purchased Stock to Affiliates, provided
that each such Affiliate expressly agrees to assume and be bound by all of the
terms of this Agreement, including Sections 5, 6, 8 and 9 hereof, pursuant to a
written instrument in form and content reasonably acceptable to Gordon;

(ii) upon a Change In Control;

(iii) upon the termination of Mondre's employment by
the Corporation without Cause (as defined in the Employment Agreement);

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<PAGE> 6

(iv) in the event of a "Sale of the Company" (as defined below);

(v) in the event of an "Applicable Public Offering" (as
defined below), but only to the extent provided below; or

(vi) upon Mondre's death or upon his becoming Disabled on or
after April 1, 1997 (or prior thereto if Gordon does not exercise his right to
purchase under Section 5), provided that the restrictions set forth in Section
9 hereof and those set forth in any other written agreement involving the
parties shall continue to apply.

(c) For purposes of this Agreement, a "Sale of the
Company" means (i) any transaction pursuant to which all or substantially all
of the business or operations of the Corporation are directly or indirectly
sold, assigned or transferred to a purchaser through the sale, exchange or
other transfer, by purchase, merger or otherwise, of the assets or equity of
the Corporation, or (ii) a private sale of at least a majority of the shares of
Common Stock currently owned in the aggregate by Gordon, David Epstein, and
their respective Affiliates (a "Private Sale").

(d) For purposes of this Agreement, an "Applicable Public
Offering" means (i) an initial public offering of equity of the Corporation on
or after April 1, 1997, or (ii) a secondary public offering of equity of the
Corporation at any time, in which, in either case, Gordon or David Epstein or
any of their respective Affiliates will be offering for sale registered shares
of Common Stock owned by him, her, it or them; provided, however, the number of
shares of Purchased Stock that Mondre shall be entitled to sell pursuant to the
Applicable Public Offering shall be a percentage of the number of shares of
Purchased Stock which is equal to the higher of the following percentages - -
(x) the percentage of the total number of shares of Common Stock collectively
owned by Gordon and his Affiliates which are being registered for sale in the
Applicable Public Offering, and (y) the percentage of the total number of
shares of Common Stock collectively owned by David Epstein and his Affiliates
which are being registered for sale in the Applicable Public Offering.

(e) As long as the Corporation is an "S" corporation for
federal or state income tax purposes, none of the Purchased Stock, regardless
of any of the exceptions set forth above, may be transferred in any transaction
the nature of which, or the identity of the transferee in which, would
disqualify the Corporation (and its stockholders) from receiving such tax
treatment.

(f) In cases where sales of shares of the Purchased Stock
are permitted, such sales may be made unencumbered by any of

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<PAGE> 7

Gordon's then-existing rights to purchase set forth in Sections 5 and 6 of this
Agreement (except to the extent such rights have at such time been exercised).

9. VOTING AGREEMENT. Mondre agrees that unless and until a
Change In Control occurs, Mondre shall always vote his shares of Purchased
Stock as directed by Gordon, in Gordon's sole and absolute discretion, on all
matters upon which stockholders of the Corporation are entitled to vote. This
obligation of Mondre shall be specifically enforceable by Gordon in accordance
with Section 607.0731, Florida Statutes. The stock certificate evidencing the
Purchased Stock shall be appropriately legended to reflect all restrictions
thereon set forth in Sections 5, 6, 8 and 9 of this Agreement. Such legend
shall be removed, and restrictions shall lapse, and a replacement unlegended
stock certificate shall be issued, in connection with any sale or transfer of
Purchased Stock permitted by this Agreement which complies with all of the
provisions of this Agreement and the Stock Pledge Agreement and any other
written agreement involving the parties, except with respect to a permitted
transfer under Section 8(b)(i), or a transfer to a legal representative or heir
as a result of Mondre's death or having become Disabled, in which event the
legend shall remain and all applicable restrictions in this Agreement and any
such other agreement shall continue to apply. Within thirty (30) days
following the date of this Agreement, Mondre shall transfer, convey and assign
to Gordon, as voting trustee, all of the Purchased Stock, pursuant to a voting
trust agreement in form and content acceptable to Gordon. Mondre's failure to
do so shall give Gordon the immediate right to purchase the Purchased Stock in
accordance with Section 6.

10. CLOSING. At any closing of any purchase of Purchased Stock by
Gordon contemplated by this Agreement the parties shall execute and deliver to
one another all such documents as may reasonably be requested by either party
or his counsel in order to complete the transaction in a commercially
reasonable and customary manner in accordance with the provisions of this
Agreement.

11. MISCELLANEOUS.

(a) Notices. All notices, requests and other
communications hereunder shall be in writing and shall be delivered in person
or sent by commercial overnight courier (such as FedEx), facsimile
transmission, or certified mail, return receipt requested:

If to Mondre (or his spouse), to:

3711 North 55th Avenue
Hollywood, Florida 33021

7
<PAGE> 8

If to Gordon, to:

3715 N.E. 214th Terrace
Aventura, Florida 33180

or to such other address(es) as may be stipulated in writing by the parties
pursuant hereto. Unless otherwise provided, notice shall be effective on the
date it is officially recorded as delivered by return receipt, the courier
service, facsimile confirmation, or equivalent.

(b) Amendment. This Agreement may not be amended except
by a written instrument executed by each of the parties hereto.

(c) Binding Agreement. This Agreement shall be binding
upon and shall inure to the benefit of the parties and the parties' respective
successors at law and permitted assigns, including, but not limited to, all
Affiliates of Mondre who or which receive any Purchased Stock pursuant to the
provisions hereof.

(d) Headings. The headings of sections and paragraphs
herein are included for convenience of reference or context and shall not
control the meaning or interpretation of any of the provisions of this
Agreement.

(e) Governing Law. This Agreement shall be controlled,
construed and enforced in accordance with the laws of the State of Florida,
other than laws relating to conflicts of law.

(f) Separability. If any provision of this Agreement or
the application thereof to any person or circumstance shall to any extent be
held to be invalid or unenforceable, the remainder of this Agreement, or the
application of such provision to persons or circumstances as to which it is not
held to be invalid or unenforceable, shall not be affected thereby, and each
provision shall be valid and be enforced to the fullest extent permitted by
law.

(g) Entire Agreement. This Agreement contains the entire
understanding and agreement of the parties concerning the subject matter hereof
and supersedes all previous and contemporaneous verbal and written agreements.

(h) Counterparts. This Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one
instrument.

(i) Attorneys' Fees and Costs. In the event that either
party retains an attorney to enforce or declare any right to payment or
performance owed to such party, he shall, unless he is

8
<PAGE> 9

not entitled to such enforcement or declaration, be entitled to be reimbursed
upon demand from the other party the amount of his reasonable attorneys' fees
and costs, incurred before and at trial, at all tribunal levels, and whether or
not suit is instituted.

IN WITNESS WHEREOF, the undersigned parties have duly executed and
delivered this Agreement as of the day first above written.

/s/ Mark J. Gordon /s/ Richard D. Mondre
- --------------------------- ---------------------------
MARK J. GORDON RICHARD D. MONDRE

9
<PAGE> 10

JOINDER OF SPOUSE

The undersigned hereby acknowledges that she has read and understood
the foregoing Agreement and agrees to be jointly and severally liable with
respect to the Purchase Price Note as required by the Agreement.

/s/ Patricia S. Mondre
-----------------------
PATRICIA S. MONDRE

10
<PAGE> 11

EXHIBIT "A"

PURCHASE PRICE NOTE

<PAGE> 12

SECURED PROMISSORY NOTE

$337,500.00 February 16, 1996

FOR VALUE RECEIVED, RICHARD D. MONDRE ("Maker"), having an address at
3711 North 55th Avenue, Hollywood, Florida 33021, hereby promises to pay to
the order of MARK J. GORDON ("Holder"), having an address at 3715 N.E. 214th
Terrace, Aventura, Florida 33180, the principal sum of THREE HUNDRED
THIRTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($337,500.00), together with simple
interest thereon at the annual rate of five and sixty-one hundreths percent
(5.61%), at the address of Holder set forth above, or at such other address as
Holder may from time to time in writing direct, as follows:

Interest accruing on this Note shall be due and payable on an annual
basis, on each anniversary of this Note. The entire principal amount of this
Note shall be due and payable in full to Holder on the ninth anniversary of
this Note (the "Maturity Date").
Each of the following shall constitute an event of default under this
Note ("Event of Default"):

(i) the failure of Maker to pay all sums owing to
Holder hereunder on or before the Maturity
Date;

(ii) the failure of Maker to pay any installment of
interest due hereunder when due and the continuation
of such failure for ten (10) days following written
notice to Maker of such failure;

(iii) the filing of a petition by Maker pursuant to
which Maker seeks to avail himself of the
protection of any federal or state
bankruptcy, insolvency or similar law;

(iv) the initiation of any federal or state
bankruptcy or insolvency proceeding against
Maker which is not dismissed within sixty
(60) days following the date filed; or

(v) the making of a general assignment by Maker for the
benefit of Maker's creditors.

Upon the occurrence of an Event of Default (other than the Event of
Default described in subparagraph (i), which is inapplicable to the following
provision), Holder may, in Holder's sole and absolute discretion, accelerate
this Note by declaring in a written notice to Maker that the then entire
outstanding principal sum hereof, together with all accrued and unpaid interest
hereon, is immediately due and payable. In the event that all such sums are
not paid within five (5) business days following receipt by Maker of such
notice of acceleration, the entire amount accelerated

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<PAGE> 13

(inclusive of any accrued and unpaid interest) will bear interest until paid at
a rate equal to the lower of (a) 18% per annum and (b) the highest rate then
permitted by law (the "Default Rate"). In the event that the Event of Default
described in subparagraph (i) occurs, interest shall then accrue at the Default
Rate on the aggregate amount of all sums which are then owing to Holder
hereunder.

Maker may prepay this Note, in whole or in part, with all payments
being applied first to accrued and unpaid interest, and then to the principal
sum hereof.

Maker hereby waives presentment, demand, protest, notice of dishonor,
notice of nonpayment, notice of protest, and diligence in collection. The
non-exercise by Holder of any of Holder's rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent
instance. Any waiver of any right, term or condition hereof by Holder must be
in writing to be valid. Maker acknowledges that no oral waiver shall be
binding, nor shall Maker have the right to rely on any oral statement
purporting to be a waiver.

This Note shall inure to the benefit of Holder and Holder's successors
and assigns. This Note shall be binding upon Maker and Maker's successor and
assigns.

In no contingency or event whatsoever shall the amount paid or agreed
to be paid to Holder for the use, forbearance or detention of the money
advanced hereunder exceed the highest lawful rate permissible under any law
which a court of competent jurisdiction may deem applicable hereto.

This Note shall be governed by Florida law in all respects.

In the event that Holder retains an attorney to collect amounts due
pursuant to, or enforce Holder's rights under, this Note, Maker shall be liable
for, and shall reimburse to Holder on demand, the amount of Holder's reasonable
attorneys' fees and costs, incurred before and at any trial, at all tribunal
levels, and whether or not suit is instituted.

This Note is secured by that certain Stock Pledge Agreement, of even
date herewith, between Maker and Holder, pursuant to which Maker has pledged to
Holder certain shares of issued and outstanding capital stock of Precision
Response Corporation owned by Maker.

IN WITNESS WHEREOF, Maker has executed and delivered to Holder this
Note on the date first above written.

----------------------------------------
RICHARD D. MONDRE

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<PAGE> 14

GUARANTY

The undersigned hereby unconditionally and irrevocably guarantees the
due and prompt payment by Maker of the foregoing Note in accordance with the
terms thereof. Such guaranty is a primary, absolute, present and continuing
guaranty of payment and not of collection, and is in no way conditional or
contingent upon any attempt to collect from Maker or upon any other condition
or contingency. The undersigned is jointly and severally liable with Maker for
all obligations of Maker set forth in the foregoing Note as if she were a
co-maker thereof.

----------------------------------------
PATRICIA S. MONDRE

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<PAGE> 15

EXHIBIT "B"

STOCK PLEDGE AGREEMENT

<PAGE> 16

STOCK PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of the 16th day of February, 1996 by and
between MARK J. GORDON ("Secured Party") and RICHARD D. MONDRE ("Pledgor").

Preliminary Statement

Concurrently herewith, Secured Party and Pledgor have executed and
delivered that certain Stock Purchase and Shareholder Agreement (the "Stock
Agreement") and Pledgor has executed and delivered to Secured Party that
certain Secured Promissory Note in the principal amount of $337,500.00 (the
"Note"). In order to secure all of the Obligations (as defined below), Pledgor
has agreed to grant to Secured Party a security interest in the Purchased
Stock, as defined in the Stock Agreement (the "Stock").

NOW, THEREFORE, the parties agree as follows:

1. Preliminary Statement. Pledgor represents
and warrants to Secured Party that the Preliminary Statement is true and
correct in all respects.

2. Obligations. "Obligations" means, for the purposes of this
Agreement, (a) all obligations of Pledgor under the Note and this Agreement, and
(b) all losses, costs and expenses incurred by Secured Party as a result of a
breach or default by Pledgor of any of the obligations described in (a)
preceding, including but not limited to all expenses incurred by Secured Party
(including reasonable attorneys' fees and costs) in connection with the
enforcement of his rights and remedies under this Agreement or the

16
<PAGE> 17

Note, all of which are reimbursable by Pledgor to Secured Party upon the demand
of Secured Party.

3. Collateral. "Collateral" means, for the purposes of this
Agreement, the Stock, including all right, title and interest of Pledgor in, to
and under the Stock, and all voting rights, proceeds, dividends and
distributions therefrom or in respect thereof.

4. The Pledge.
(a) In order to secure all of the Obligations, Pledgor hereby
pledges, sells, assigns, encumbers, hypothecates and transfers to Secured Party,
and grants to Secured Party a security interest in, all of the Collateral.
Concurrently herewith, Pledgor shall deliver to Secured Party the certificate
representing the Stock, accompanied by appropriate instruments of transfer in
blank, in order to perfect and protect Secured Party's security interest in the
Collateral.

(b) Any shares of capital stock of Precision Response
Corporation or other securities received by Pledgor in respect of, or in
exchange for, any of the Stock as a result of a stock dividend or stock split or
other distribution (other than cash dividends), or a reorganization,
recapitalization, consolidation or merger of Precision Response Corporation and
any other company, shall be held by Secured Party under the terms of this
Agreement in the same manner as the Stock originally pledged hereunder and shall
be deemed to be included in the "Collateral" in accordance with the terms of
this Agreement.

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<PAGE> 18

(c) Pledgor hereby designates and appoints Secured Party
as his attorney-in-fact to do and take any and all acts and actions, and
execute, deliver and/or file any such documents, in each case at Pledgor's
expense, as necessary or desirable or proper in the judgment of Secured Party
in order to protect, preserve and continue the perfection of Secured Party's
security interest in the Collateral, and in connection with the exercise of any
of Secured Party's rights and remedies upon the occurrence of a default in the
performance of any of the Obligations. Such designation is coupled with an
interest and is irrevocable.

5. Partial Releases. As long as there is no breach or default of
the Obligations which is continuing, in the event Pledgor desires to sell or
transfer fewer than all of the shares of Stock, and such sale or transfer is
permitted under Section 8 of the Stock Agreement, such shares of Stock shall be
released from the lien of this Agreement as long as, simultaneously with the
consummation of such permitted sale or transfer, Secured Party receives an
amount equal to the sum of (i) $337,500, multiplied by a fraction the numerator
of which is the number of shares of Stock sold or transferred and the
denominator of which is the total number of shares of Stock purchased from
Secured Party under the Stock Agreement (after determining what such original
number would have been after giving effect to all stock splits and similar
transactions which have occurred with respect to the common stock of Precision
Response Corporation subsequent to such purchase), and (ii) all accrued and
unpaid interest on the Note as of the date of

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<PAGE> 19

such sale or transfer and all other amounts, if any, then owing on account of
any other Obligations. A permitted transfer under Section 8(b)(i) of the Stock
Agreement and a permitted transfer under Section 8(b)(vi) of the Stock
Agreement to a legal representative or heir of Pledgor shall not require
payment of a release price, but shall require the transferee to execute and
deliver to Secured Party a written instrument in form and content reasonably
acceptable to Secured Party reflecting and confirming the lien of this
Agreement in the transferred shares of the Stock in the hands of the
transferee. In connection with any transaction contemplated by this Section 5,
each party shall execute and deliver to the other all documents, and do or
cause to be done all such acts and things (including creation of appropriate
escrows), as are reasonably required to complete such transaction in accordance
with the foregoing terms and conditions, and in a manner reasonably
satisfactory to Secured Party.

6. Voting of the Stock. Subject to the terms of the Stock
Agreement (which provides for a voting agreement in favor of Secured Party),
during the term of this Agreement and for so long as Pledgor is not in breach
or default in the performance of any of the Obligations, Pledgor shall have the
right to vote the Stock on all corporate matters in accordance with the
provisions of the Articles of Incorporation and By-Laws of Precision Response
Corporation and other applicable law.

7. Cash Dividends; Distributions. Except in the event of a
breach or default of any of the Obligations which is continuing,

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<PAGE> 20

Pledgor shall be entitled to receive all cash dividends and other cash
distributions paid in respect of the Collateral.

8. Default.
(a) In the event that Pledgor breaches or defaults in the
payment or performance of any of the Obligations, Secured Party shall have the
rights and remedies provided in the Uniform Commercial Code and all other
rights and remedies provided at law or in equity. In this connection, Secured
Party may, upon ten days' prior written notice to Pledgor, sell all or part of
the Collateral at private or public sale(s) in accordance with applicable law.
At any bona fide public sale, Secured Party or his affiliates shall be free to
purchase all or any part of the Collateral.

(b) In addition, upon such a breach or default and so
long as same is continuing, Secured Party (i) shall have the right to vote the
Stock at any meeting, or in connection with any other consensual action of
shareholders, and exercise any other rights that the owner of the Stock would
possess, and (ii) may retain all cash distributions and dividends payable or
paid in respect of any of the Collateral, and apply same against the
Obligations in any order which Secured Party, in his sole discretion, chooses.

9. No Waiver. No failure on the part of Secured Party to
exercise, and no delay on the part of Secured Party in exercising, any right,
power or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by Secured Party of any right, power or remedy
hereunder preclude any other or

20
<PAGE> 21

further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law or in any other agreement between or involving the parties.

10. Effect of Extension, Waiver, etc.. Pledgor agrees that no
consent to the modification of the terms of any of the Obligations shall
release Pledgor from any obligation or liability hereunder or shall release,
waive or otherwise affect Secured Party's rights hereunder or with respect to
the Collateral.

11. Termination of Pledge. Provided that Pledgor is not in breach
or default of any of the Obligations at the time that the Note has been paid
and satisfied in full, upon the payment and satisfaction in full of the Note,
this Agreement shall terminate, and Secured party shall forthwith assign,
transfer and deliver to Pledgor all of the Collateral, if any, then held by
Secured Party in pledge hereunder.

12. Governing Law. This Agreement shall in all respects be
construed and interpreted in accordance with and governed by the laws of the
State of Florida, excluding rules relating to conflicts of law.

13. Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties.

14. Additional Instruments and Assurances. Pledgor hereby agrees,
at his own expense, to execute and deliver or cause to be executed or
delivered, from time to time, any and all further, or

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<PAGE> 22

other, instruments, and to perform such acts, as Secured Party may reasonably
request to effect the purposes of this Agreement and to secure to Secured Party
the benefits of all rights, authorities and remedies conferred upon Secured
Party by the terms of this Agreement.

15. Notices. The notice provisions of the Stock Agreement shall
be applicable to this Agreement.

16. Amendment, etc. Neither this Agreement nor any term or
provision hereof may be changed or waived, except that any term, covenant or
agreement of this Agreement may, with the written consent of all the parties
hereto, be amended, and the observance thereof or compliance therewith may be
waived (either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument signed by Secured Party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first hereinabove written.

PLEDGOR:

------------------------------
RICHARD D. MONDRE

SECURED PARTY:

------------------------------
MARK J. GORDON

<PAGE> 1

EXHIBIT 10.9

STOCK PURCHASE AND SHAREHOLDER AGREEMENT

STOCK PURCHASE AND SHAREHOLDER AGREEMENT, dated as of February 16,
1996 (the "Agreement"), by and between DAVID EPSTEIN ("Epstein") and RICHARD D.
MONDRE ("Mondre").

PRELIMINARY STATEMENT

Epstein, together with his trusts for the benefit of his family, own
25 shares of common stock (currently representing 25% of the issued and
outstanding shares of common stock) of Precision Response Corporation, a
Florida corporation (the "Corporation"). There is currently no class of
capital stock of the Corporation authorized, issued or outstanding other than
said common stock (the "Common Stock"). Epstein and Mondre wish (a) to provide
for the sale by Epstein to Mondre, and the purchase by Mondre from Epstein, of
1.25 shares of Common Stock of the Corporation, (b) to make certain agreements
concerning rights and obligations to purchase and sell such shares of Common
Stock under certain circumstances, and (c) to make certain other agreements
concerning restrictions on the alienability and voting of such shares of Common
Stock. "Affiliate" shall mean, with respect to a person, an immediate family
member of such person, a trust principally for the benefit of such person
and/or his family members and/or lineal descendants, or a family limited
partnership or other entity the beneficial owners of which are, principally,
such person and/or his family members.

1. PURCHASE AND SALE. Epstein hereby sells, assigns, transfers,
conveys, sets over and delivers to Mondre, and Mondre hereby purchases and
accepts from Epstein, 1.25 shares of the issued and outstanding Common Stock of
the Corporation owned by Epstein (the "Purchased Stock"), for a purchase price
of ONE HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS ($112,500.00) (the
"Purchase Price"). Mondre represents and warrants to Epstein that he is
purchasing the Purchased Stock for his account, for investment purposes only,
and without a view to the public sale or distribution thereof, acknowledges
that the Purchased Stock is being sold to him pursuant to applicable federal
and state exemptions from registration or qualification thereof, and consents
to appropriate securities law restriction legends (if required) being placed on
all stock certificates evidencing the Purchased Stock and the placement of
appropriate "stop transfer" orders, and
<PAGE> 2

agrees to execute and deliver any documents reasonably required by Epstein in
order to confirm all of the foregoing.

2. DELIVERY OF SHARES. Concurrently with the execution and
delivery of this Agreement, Epstein shall execute and deliver to Mondre, in
form and content reasonably acceptable to Mondre, a stock power transferring to
Mondre the Purchased Stock. Immediately following delivery to Mondre of such
stock power, such stock power, together with Epstein's stock certificate
evidencing his ownership of 20 shares of Common Stock of the Corporation, shall
be submitted to the Corporation. Immediately upon such submission, Epstein
shall cause the Corporation to mark such certificate cancelled, and to reissue
in replacement thereof, (a) to Epstein, one stock certificate evidencing
ownership in Epstein of (subject to any other sales of shares of Common Stock
by Epstein taking place concurrently herewith) 18.75 shares of Common Stock of
the Corporation, and (b) to Mondre, one stock certificate evidencing ownership
in Mondre of 1.25 shares of Common Stock of the Corporation. The corporate
books and records of the Corporation shall be appropriately maintained and
annotated to reflect clearly the sale by Epstein to Mondre of the Purchased
Stock and the reissue to the parties of the stock certificates as aforesaid in
connection therewith.

3. MANNER OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall
be paid by the execution and delivery by Mondre, in favor of and to Epstein, of
the promissory note attached to this Agreement as Exhibit "A" (the "Purchase
Price Note"). The Purchase Price Note shall be personally guaranteed by
Mondre's spouse, as provided for thereon, and the Purchase Price Note shall be
secured by the pledge by Mondre to Epstein of the Purchased Stock, as set forth
in the Stock Pledge Agreement attached to this Agreement as Exhibit "B" (the
"Stock Pledge Agreement").

4. OWNERSHIP REPRESENTATION AND WARRANTY. Epstein represents and
warrants to Mondre that Epstein owns the Purchased Stock, and is conveying the
Purchased Stock to Mondre, free and clear of any claims, demands, security
interests, encumbrances and rights of others, and that, when issued, the
Purchased Stock will represent record and beneficial ownership of 1.25% of the
equity of the Corporation.

5. BUY-OUT RIGHTS AND OBLIGATIONS UPON DEATH OR PERMANENT
DISABILITY OF MONDRE.

(a) Death or Permanent Disability of Mondre. In the
event that Mondre dies or becomes Disabled (as defined below) prior to the time
that Epstein dies or becomes permanently disabled and prior to April 1, 1997,
Epstein shall have the right, but not the obligation, within 30 days following
the date that Mondre dies or

2
<PAGE> 3

becomes Disabled, to elect to purchase from Mondre or his estate, legal
representative or beneficiary(ies) succeeding to the Purchased Stock, as the
case may be (the "Mondre Seller"), and, if such right is exercised, the Mondre
Seller shall be required to sell to Epstein, all of the Purchased Stock for a
purchase price equal to the sum of the original principal amount of the
Purchase Price Note ($112,500) and all interest that has been paid thereon and
which has accrued thereon but is unpaid as of the date of purchase. Such
purchase price shall be paid by Epstein by the cancellation of the Purchase
Price Note and the payment in cash to the Mondre Seller of all interest thereon
which has been paid as of such date. If, for any reason, the principal balance
of the Purchase Price Note on the date of purchase is lower than $112,500 (the
"Lower Principal Amount"), Epstein shall, in addition to the cancellation of
the Purchase Price Note and the payment to the Mondre Seller of the interest
paid thereon, pay to the Mondre Seller in cash the difference between $112,500
and the Lower Principal Amount. Epstein's right to elect to purchase the
Purchased Stock from the Mondre Seller pursuant to these provisions may be
exercised at any time within the 30-day period following the date Mondre has
died or become Disabled, by delivering written notice to that effect, within
such period, to Mondre or his legal representative or the Mondre Seller, and
such purchase shall occur within 30 days following the date of such notice at a
time, date and place mutually acceptable to Epstein and the Mondre Seller
(which shall be extended to the extent required by any delays relating to
probate or guardianship proceedings).

(b) Definition of Disabled. Mondre shall be deemed
"Disabled" for purposes of this Agreement (i) if he is unable, due to physical,
mental or emotional illness or injury, to perform substantially all of his
duties and responsibilities for the Corporation for a continuous period of 120
days, or (ii) if he is adjudicated as an incompetent and has a guardian
appointed to handle his affairs, or (iii) if following the occurrence of a
serious physical, mental or emotional illness or injury he is determined to be
permanently disabled by a State of Florida certified medical doctor or
psychiatrist (as applicable) or otherwise as follows: If Epstein believes that
Mondre is permanently disabled, he shall notify Mondre of such belief. If
Mondre responds in writing within 10 days that he agrees that he is permanently
disabled, Mondre shall be deemed Disabled. If Mondre disagrees, the parties
shall within 10 days mutually select a medical doctor or psychiatrist (as
applicable) to make the determination. The parties shall use their best
efforts to cause the examination(s) and the determination to be made within 30
days. If they cannot agree on a medical doctor or psychiatrist within 10 days,
they shall, within the next 10 days, each select one doctor to make the
determination. The parties shall use their best efforts to cause such two
doctors to complete their examinations

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<PAGE> 4

6. OPTION TO PURCHASE UPON CERTAIN TERMINATION EVENTS UNDER
MONDRE'S EMPLOYMENT AGREEMENT. Reference is made to that certain
Employment Agreement, of even date herewith, between the Corporation and Mondre
(the "Employment Agreement"). In the event that Mondre is terminated for Cause
(as defined in the Employment Agreement) or resigns from his employment with
the Corporation, in either case, prior to April 1, 1999, Epstein shall have the
right, but not the obligation, within 30 days following the date of termination
for Cause or resignation, to elect to purchase from Mondre, and, if such right
is exercised, Mondre shall be required to sell to Epstein, all of the Purchased
Stock for the purchase price, and on the terms and in the manner, set forth in
Section 5(a). Epstein's right to purchase the Purchased Stock from Mondre
pursuant to these provisions may be exercised at any time within the 30-day
period following the date that Mondre has been terminated for Cause or has
resigned, as applicable, by delivery of written notice to that effect to Mondre
within such period, and such purchase shall occur within 30 days following the
date of such notice at a time, date and place mutually acceptable to Epstein
and Mondre. If Mondre resigns, the date of resignation for the purpose of
these provisions shall be the effective date of resignation designated by
Mondre in his notice of resignation (provided that Mondre fulfills his
employment duties through such effective date).

7. TERMINATION OF OPTIONS TO PURCHASE. The rights granted to
Epstein to purchase from Mondre or the Mondre Seller the Purchased Stock
pursuant to Sections 5 and 6 under the circumstances therein described shall
lapse and terminate upon (a) the occurrence of a "Change In Control" of the
Corporation (as

4
<PAGE> 5

defined below), (b) with respect to Section 5, termination of Mondre's
employment under the Employment Agreement without Cause prior to April 1, 1997,
or (c) a Sale of the Company (as defined in Section 8). For purposes of this
Agreement, a "Change In Control" shall be deemed to have occurred on the date
that (i) neither Epstein (for these purposes, counting all Common Stock owned
by Epstein's Affiliates) nor Mark Gordon (for these purposes, counting all
Common Stock owned by Mark Gordon's Affiliates) owns at least 10% of the issued
and outstanding Common Stock, (ii) neither Epstein (for these purposes,
counting all Common Stock owned by Epstein's Affiliates) nor Mark Gordon (for
these purposes, counting all Common Stock owned by Mark Gordon's Affiliates) is
the stockholder of the Corporation owning the highest number of issued and
outstanding shares of Common Stock, or (iii) neither Epstein nor Mark Gordon
occupies the position of Chairman of the Board, Chief Executive Officer or
President of the Corporation.

8. RESTRICTIONS ON SALE AND PERMITTED SALES OF PURCHASED STOCK.

(a) Mondre acknowledges that he would not have been
offered the opportunity to purchase the Purchased Stock if he was not
undertaking the three-year employment commitment set forth in the Employment
Agreement. Mondre further acknowledges that it is of great importance to
Epstein that Mondre maintain the ownership interest in the Corporation
represented from time to time by the Purchased Stock for at least the duration
of Mondre's three-year employment commitment. Accordingly, Mondre agrees that,
except as provided below, he shall not, directly or indirectly, sell, assign,
pledge (other than pursuant to the Stock Pledge Agreement), encumber or
otherwise dispose of any of the Purchased Stock or any interest therein prior
to April 1, 1999.

(b) The foregoing transferability restrictions shall not
apply (subject, however, to the provisions of the Stock Pledge Agreement) in
any of the following circumstances:

(ii) upon a Change In Control;

(iii) upon the termination of Mondre's employment by
the Corporation without Cause (as defined in the Employment Agreement);

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<PAGE> 6

(iv) in the event of a "Sale of the Company" (as
defined below);

(v) in the event of an "Applicable Public
Offering" (as defined below), but only to the extent provided below; or

(vi) upon Mondre's death or upon his becoming
Disabled on or after April 1, 1997 (or prior thereto if Epstein does not
exercise his right to purchase under Section 5), provided that the restrictions
set forth in Section 9 hereof and those set forth in any other written
agreement involving the parties shall continue to apply.

(c) For purposes of this Agreement, a "Sale of the
Company" means (i) any transaction pursuant to which all or substantially all
of the business or operations of the Corporation are directly or indirectly
sold, assigned or transferred to a purchaser through the sale, exchange or
other transfer, by purchase, merger or otherwise, of the assets or equity of
the Corporation, or (ii) a private sale of at least a majority of the shares of
Common Stock currently owned in the aggregate by Epstein, Mark Gordon, and
their respective Affiliates (a "Private Sale").

(d) For purposes of this Agreement, an "Applicable Public
Offering" means (i) an initial public offering of equity of the Corporation on
or after April 1, 1997, or (ii) a secondary public offering of equity of the
Corporation at any time, in which, in either case, Epstein or Mark Gordon or
any of their respective Affiliates will be offering for sale registered shares
of Common Stock owned by him, her, it or them; provided, however, the number of
shares of Purchased Stock that Mondre shall be entitled to sell pursuant to the
Applicable Public Offering shall be a percentage of the number of shares of
Purchased Stock which is equal to the higher of the following percentages - -
(x) the percentage of the total number of shares of Common Stock collectively
owned by Epstein and his Affiliates which are being registered for sale in the
Applicable Public Offering, and (y) the percentage of the total number of
shares of Common Stock collectively owned by Mark Gordon and his Affiliates
which are being registered for sale in the Applicable Public Offering.

(f) In cases where sales of shares of the Purchased Stock
are permitted, such sales may be made unencumbered by any of

6
<PAGE> 7

Epstein's then-existing rights to purchase set forth in Sections 5 and 6 of
this Agreement (except to the extent such rights have at such time been
exercised).

9. VOTING AGREEMENT. Mondre agrees that unless and until a
Change In Control occurs, Mondre shall always vote his shares of Purchased
Stock as directed by Epstein, in Epstein's sole and absolute discretion, on all
matters upon which stockholders of the Corporation are entitled to vote. This
obligation of Mondre shall be specifically enforceable by Epstein in accordance
with Section 607.0731, Florida Statutes. The stock certificate evidencing the
Purchased Stock shall be appropriately legended to reflect all restrictions
thereon set forth in Sections 5, 6, 8 and 9 of this Agreement. Such legend
shall be removed, and restrictions shall lapse, and a replacement unlegended
stock certificate shall be issued, in connection with any sale or transfer of
Purchased Stock permitted by this Agreement which complies with all of the
provisions of this Agreement and the Stock Pledge Agreement and any other
written agreement involving the parties, except with respect to a permitted
transfer under Section 8(b)(i), or a transfer to a legal representative or heir
as a result of Mondre's death or having become Disabled, in which event the
legend shall remain and all applicable restrictions in this Agreement and any
such other agreement shall continue to apply. Within thirty (30) days
following the date of this Agreement, Mondre shall transfer, convey and assign
to Epstein, as voting trustee, all of the Purchased Stock, pursuant to a voting
trust agreement in form and content acceptable to Epstein. Mondre's failure to
do so shall give Epstein the immediate right to purchase the Purchased Stock
in accordance with Section 6.

10. CLOSING. At any closing of any purchase of Purchased Stock by
Epstein contemplated by this Agreement the parties shall execute and deliver to
one another all such documents as may reasonably be requested by either party
or his counsel in order to complete the transaction in a commercially
reasonable and customary manner in accordance with the provisions of this
Agreement.

11. MISCELLANEOUS.

If to Mondre (or his spouse), to:

3711 North 55th Avenue
Hollywood, Florida 33021

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<PAGE> 8

If to Epstein, to:

2957 Westbrook
Fort Lauderdale, Florida 33332

(b) Amendment. This Agreement may not be amended except
by a written instrument executed by each of the parties hereto.

(e) Governing Law. This Agreement shall be controlled,
construed and enforced in accordance with the laws of the State of Florida,
other than laws relating to conflicts of law.

(h) Counterparts. This Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one
instrument.

(i) Attorneys' Fees and Costs. In the event that either
party retains an attorney to enforce or declare any right to payment or
performance owed to such party, he shall, unless he is

8
<PAGE> 9

IN WITNESS WHEREOF, the undersigned parties have duly executed and
delivered this Agreement as of the day first above written.

/s/ David Epstein /s/ Richard D. Mondre
- ------------------------- --------------------------
DAVID EPSTEIN RICHARD D. MONDRE

9
<PAGE> 10

JOINDER OF SPOUSE

/s/ Patricia S. Mondre
--------------------------
PATRICIA S. MONDRE

10
<PAGE> 11

EXHIBIT "A"

PURCHASE PRICE NOTE
<PAGE> 12

SECURED PROMISSORY NOTE

$112,500.00 February 16, 1996

FOR VALUE RECEIVED, RICHARD D. MONDRE ("Maker"), having an address at
3711 North 55th Avenue, Hollywood, Florida 33021, hereby promises to pay to
the order of DAVID EPSTEIN ("Holder"), having an address at 2957 Westbrook,
Fort Lauderdale, Florida 33332, the principal sum of ONE HUNDRED TWELVE
THOUSAND FIVE HUNDRED DOLLARS ($112,500.00), together with simple interest
thereon at the annual rate of five and sixty-one hundredths percent (5.61%), at
the address of Holder set forth above, or at such other address as Holder may
from time to time in writing direct, as follows:

Each of the following shall constitute an event of default under this
Note ("Event of Default"):

(i) the failure of Maker to pay all sums owing to
Holder hereunder on or before the Maturity
Date;

(ii) the failure of Maker to pay any installment
of interest due hereunder when due and the
continuation of such failure for ten (10)
days following written notice to Maker of
such failure;

(iii) the filing of a petition by Maker pursuant to
which Maker seeks to avail himself of the
protection of any federal or state
bankruptcy, insolvency or similar law;

(iv) the initiation of any federal or state
bankruptcy or insolvency proceeding against
Maker which is not dismissed within sixty
(60) days following the date filed; or

(v) the making of a general assignment by Maker
for the benefit of Maker's creditors.

Maker may prepay this Note, in whole or in part, with all payments
being applied first to accrued and unpaid interest, and then to the principal
sum hereof.

This Note shall inure to the benefit of Holder and Holder's successors
and assigns. This Note shall be binding upon Maker and Maker's successor and
assigns.

This Note shall be governed by Florida law in all respects.

IN WITNESS WHEREOF, Maker has executed and delivered to Holder this
Note on the date first above written.

---------------------------
RICHARD D. MONDRE

13
<PAGE> 14

GUARANTY

----------------------------
PATRICIA S. MONDRE

14
<PAGE> 15

EXHIBIT "B"

STOCK PLEDGE AGREEMENT

15
<PAGE> 16

STOCK PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of the 16th day of February, 1996 by and
between DAVID EPSTEIN ("Secured Party") and RICHARD D. MONDRE ("Pledgor").

Preliminary Statement

Concurrently herewith, Secured Party and Pledgor have executed and
delivered that certain Stock Purchase and Shareholder Agreement (the "Stock
Agreement") and Pledgor has executed and delivered to Secured Party that
certain Secured Promissory Note in the principal amount of $112,500.00 (the
"Note"). In order to secure all of the Obligations (as defined below), Pledgor
has agreed to grant to Secured Party a security interest in the Purchased
Stock, as defined in the Stock Agreement (the "Stock").

NOW, THEREFORE, the parties agree as follows:

1. Preliminary Statement. Pledgor represents and warrants to
Secured Party that the Preliminary Statement is true and correct in all
respects.

2. Obligations. "Obligations" means, for the purposes of this
Agreement, (a) all obligations of Pledgor under the Note and this Agreement,
and (b) all losses, costs and expenses incurred by Secured Party as a result of
a breach or default by Pledgor of any of the obligations described in (a)
preceding, including but not limited to all expenses incurred by Secured Party
(including reasonable attorneys' fees and costs) in connection with the
enforcement of his rights and remedies under this Agreement or the

16
<PAGE> 17

Note, all of which are reimbursable by Pledgor to Secured Party upon the demand
of Secured Party.

4. The Pledge.

(a) In order to secure all of the Obligations, Pledgor
hereby pledges, sells, assigns, encumbers, hypothecates and transfers to
Secured Party, and grants to Secured Party a security interest in, all of the
Collateral. Concurrently herewith, Pledgor shall deliver to Secured Party the
certificate representing the Stock, accompanied by appropriate instruments of
transfer in blank, in order to perfect and protect Secured Party's security
interest in the Collateral.

(b) Any shares of capital stock of Precision Response
Corporation or other securities received by Pledgor in respect of, or in
exchange for, any of the Stock as a result of a stock dividend or stock split
or other distribution (other than cash dividends), or a reorganization,
recapitalization, consolidation or merger of Precision Response Corporation and
any other company, shall be held by Secured Party under the terms of this
Agreement in the same manner as the Stock originally pledged hereunder and
shall be deemed to be included in the "Collateral" in accordance with the terms
of this Agreement.

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<PAGE> 18

5. Partial Releases. As long as there is no breach or default of
the Obligations which is continuing, in the event Pledgor desires to sell or
transfer fewer than all of the shares of Stock, and such sale or transfer is
permitted under Section 8 of the Stock Agreement, such shares of Stock shall be
released from the lien of this Agreement as long as, simultaneously with the
consummation of such permitted sale or transfer, Secured Party receives an
amount equal to the sum of (i) $112,500, multiplied by a fraction the numerator
of which is the number of shares of Stock sold or transferred and the
denominator of which is the total number of shares of Stock purchased from
Secured Party under the Stock Agreement (after determining what such original
number would have been after giving effect to all stock splits and similar
transactions which have occurred with respect to the common stock of Precision
Response Corporation subsequent to such purchase), and (ii) all accrued and
unpaid interest on the Note as of the date of

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<PAGE> 19

7. Cash Dividends; Distributions. Except in the event of a
breach or default of any of the Obligations which is continuing,

19
<PAGE> 20

Pledgor shall be entitled to receive all cash dividends and other cash
distributions paid in respect of the Collateral.

8. Default.

(a) In the event that Pledgor breaches or defaults in the
payment or performance of any of the Obligations, Secured Party shall have the
rights and remedies provided in the Uniform Commercial Code and all other
rights and remedies provided at law or in equity. In this connection, Secured
Party may, upon ten days' prior written notice to Pledgor, sell all or part of
the Collateral at private or public sale(s) in accordance with applicable law.
At any bona fide public sale, Secured Party or his affiliates shall be free to
purchase all or any part of the Collateral.

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<PAGE> 21

12. Governing Law. This Agreement shall in all respects be
construed and interpreted in accordance with and governed by the laws of the
State of Florida, excluding rules relating to conflicts of law.

13. Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties.

14. Additional Instruments and Assurances. Pledgor hereby agrees,
at his own expense, to execute and deliver or cause to be executed or
delivered, from time to time, any and all further, or

21
<PAGE> 22

15. Notices. The notice provisions of the Stock Agreement shall
be applicable to this Agreement.

16. Amendment, etc. Neither this Agreement nor any term or
provision hereof may be changed or waived, except that any term, covenant or
agreement of this Agreement may, with the written consent of all the parties
hereto, be amended, and the observance thereof or compliance therewith may be
waived (either generally or in a particular instance and either retroactively
or prospectively) only by a written instrument signed by Secured Party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first hereinabove written.

PLEDGOR:

---------------------------------
RICHARD D. MONDRE

SECURED PARTY:

----------------------------------
DAVID EPSTEIN

<PAGE> 1
EXHIBIT 10.10

AGREEMENT

AGREEMENT, dated as of February 16, 1996, by and among MARK J. GORDON
("Gordon"), DAVID EPSTEIN ("Epstein") and RICHARD D. MONDRE ("Mondre").

Preliminary Statement

Concurrently herewith, Gordon and Mondre have executed and delivered a
certain Stock Purchase and Shareholder Agreement, dated the date hereof,
pursuant to which, among other things, Mondre has purchased from Gordon 3.75
shares of common stock of Precision Response Corporation (the "Corporation")
owned by Gordon (the "Gordon Agreement"). Concurrently herewith, Epstein and
Mondre have executed and delivered a certain Stock Purchase and Shareholder
Agreement, dated the date hereof, pursuant to which, among other things, Mondre
has purchased from Epstein 1.25 shares of common stock of the Corporation owned
by Epstein (the "Epstein Agreement"). The shares of common stock of the
Corporation, par value $1.00 per share, are referred to as the "Common Stock."
The Gordon Agreement and the Epstein Agreement are collectively referred to as
the "Mondre Agreements." Under the Mondre Agreements, Gordon and Epstein,
respectively, have the option, in certain circumstances, to purchase the Common
Stock they have sold to Mondre, and those options terminate under certain
circumstances. Pursuant to this Agreement, the parties wish to provide for
certain additional agreements with respect to such matters and certain other
matters.

NOW, THEREFORE, in consideration of the Mondre Agreements, of which
this Agreement constitutes an integral part, and other good and valuable
consideration, the receipt and sufficiency of which are conclusively
acknowledged by all parties, the parties agree as follows:

1. Definitions.

(a) Principal. "Principal" shall mean: with respect to Gordon,
that (i) Gordon is the Chairman of the Board, Chief Executive Officer or
President of the Corporation, or (ii) Gordon and his Affiliates collectively
own at least 10% of the issued and outstanding Common Stock of the Corporation,
or (iii) Gordon and his Affiliates collectively own the highest number of
shares of issued and outstanding Common Stock of the Corporation; and, with
respect to Epstein, that (A) Epstein is the Chairman of the Board, Chief
Executive Officer or President of the Corporation, or (B) Epstein and his
Affiliates collectively own at least 10% of the issued and outstanding Common
Stock of the Corporation, or (C)

<PAGE> 2

Epstein and his Affiliates collectively own the highest number of shares of
issued and outstanding Common Stock of the Corporation.

(b) Affiliate. "Affiliate" shall mean, with respect to Gordon or
Epstein, as applicable, an immediate family member of his, or a trust
principally for his benefit and/or the benefit of his family members and/or
lineal descendants, or a family limited partnership or other entity the
beneficial owners of which are, principally, him and/or his family members.

(c) Public. "Public" shall mean, with respect to the Corporation,
at any given time, that the shares of Common Stock of the Corporation are
listed on the New York Stock Exchange, The NASDAQ Stock Market, or the American
Stock Exchange, or another national securities exchange, or that the bid and
ask price of the Common Stock is reported by the NASDAQ system or a similar
organization if NASDAQ is no longer reporting such information.

(d) Fair Market Value. "Fair Market Value" shall mean, with
respect to shares of Common Stock of the Corporation acquired by Mondre under
the Mondre Agreements and owned by Mondre from time to time, (i) at such
time(s) as the Corporation is Public, the average last sale price (or average
of the high bid and low ask prices, if applicable) of a share of Common Stock
on the exchange on which it is trading (or the system by which it is reported)
for the 30-day period ending on the date of service of the Sale Notice (as
defined below), and (ii) at such time(s) as the Corporation is not Public, an
amount equal to (A) the appraised fair market, going-concern value of the
Corporation, multiplied by (B) a fraction, the numerator of which is the number
of shares of Common Stock owned by Mondre subject to the Sale Notice and the
denominator of which is the total number of shares of issued and outstanding
Common Stock of the Corporation, multiplied by (C) 80%.

(e) Sale Notice. "Sale Notice" shall mean, if the Corporation is
Public, a written notice delivered by Mondre to the Principals stating Mondre's
intention to sell some or all of his shares of Common Stock, specifying the
exact number of shares, and, if the Corporation is not Public, a written notice
delivered by Mondre to the Principals stating that Mondre has received a
Qualifying Offer (as defined below), which is accompanied by the Qualifying
Offer, and which states Mondre's desire to accept the Qualifying Offer.

(f) Qualifying Offer. "Qualifying Offer" shall mean a bona fide,
arms-length offer from a third party unrelated to, and unaffiliated with,
Mondre (stating the offeror's identity and address) to purchase some or all of
Mondre's shares of Common Stock, specifying the number thereof, for
consideration consisting solely of cash and/or a promissory note (and stating
same), and

2
<PAGE> 3

stating any personal guaranty of any such promissory note, and, if secured, the
security (which may consist only of some or all of the shares of Common Stock
to be purchased), and the closing date.

(g) Stockholder Sale. "Stockholder Sale" shall mean a private
sale (not involving any Sale of the Company described in Section 8(c)(i) of the
respective Mondre Agreements which includes the Purchased Stock, but including
any other private sale, including a Private Sale) in which the Principals or
either of them will sell in a bona fide, arms-length purchase and sale
transaction a total number of shares of Common Stock which represents at least
10% of the total number of issued and outstanding shares of Common Stock of the
Corporation.

(h) Mondre Agreements. Capitalized terms used herein which are
not defined herein have the respective meanings ascribed to them in the Mondre
Agreements.

2. Cross-Purchase Rights of Gordon and Epstein.

(a) Gordon's Rights. In the event that, pursuant to the Epstein
Agreement, Epstein has but does not exercise the right to purchase the
Purchased Stock therein described pursuant to Section 5 or 6 thereof, or would
have had the right but for his death or disability or the provisions of
subsection (c) below, Gordon may, if he is then a Principal, and he has
exercised or is exercising his corresponding right under Section 5 or 6 (as
applicable) of the Gordon Agreement, by giving the requisite notice to Mondre
within the time Epstein is or would have been required to give such notice to
exercise such right, purchase the Purchased Stock subject to the Epstein
Agreement, on the terms and conditions therein described, except that Gordon
shall, in order to pay the purchase price, satisfy Epstein's Purchase Price
Note in addition to paying to Mondre the sum of any principal and interest
which has thereon been paid.

(b) Epstein's Rights. In the event that, pursuant to the Gordon
Agreement, Gordon has but does not exercise the right to purchase the Purchased
Stock therein described pursuant to Section 5 or 6 thereof, or would have had
the right but for his death or disability or the provisions of subsection (c)
below, Epstein may, if he is then a Principal, and he has exercised or is
exercising his corresponding right under Section 5 or 6 (as applicable) of the
Epstein Agreement, by giving the requisite notice to Mondre within the time
Gordon is or would have been required to give such notice to exercise such
right, purchase the Purchased Stock subject to the Gordon Agreement, on the
terms and conditions therein described, except that Epstein shall, in order to
pay the purchase price, satisfy Gordon's Purchase Price Note in addition to
paying Mondre the sum of any principal and interest which has thereon been
paid.

3
<PAGE> 4

(c) Override of Mondre Agreements. Notwithstanding anything to
the contrary contained in either of the Mondre Agreements, neither Gordon nor
Epstein may exercise any right to purchase in Section 5 or 6 thereof unless, at
the time the right arises under Section 5 or 6 thereof, he is a Principal.

3. Tag-Along and Bring-Along Rights.

(a) Tag-Along Rights. Before any Stockholder Sale may occur,
Mondre must receive from each of the Principals selling shares of Common Stock
therein (the "Seller"), at least ten (10) business days written notice thereof
which describes, in reasonable detail, all of the material terms and conditions
of the Stockholder Sale. If Mondre elects to participate in the Stockholder
Sale as a seller, he shall give written notice of such election to the Seller
within seven (7) business days following delivery to him of the notice from the
Seller. Mondre shall be entitled to include in such sale, on the identical
terms and conditions applicable to the Seller, up to a pro rata number of his
shares of Common Stock. That number shall be a number of shares equal to (i)
the number of shares of Common Stock owned by Mondre, multiplied by (ii) a
fraction, the numerator of which is the number of shares of Common Stock of the
Seller to be included in the Stockholder Sale and the denominator of which is
the total number of shares of Common Stock collectively owned by the Seller
(the "Mondre Sale Shares"). Mondre shall specify in his notice the number of
shares, up to the total number of Mondre Sale Shares, he wishes to include in
the Stockholder Sale. The number of shares which are to be sold by the Seller
in the Stockholder Sale shall be correspondingly reduced and, as between the
Principals (assuming there is more than one), reduced pro rata based upon the
number of shares of Common Stock each of them intended to include in the
Stockholder Sale. Mondre shall not have any rights under this Section 3(a) if,
and from and after the time that, his employment under the Employment Agreement
is terminated with Cause or he resigns his employment effective prior to the
expiration of his three-year employment commitment.

(b) Bring-Along Rights. If, in connection with any Stockholder
Sale, the Seller desires to include therein a pro rata number of Mondre's
shares of Common Stock, the Seller shall give Mondre written notice to that
effect, describing therein the Stockholder Sale as required in subsection (a)
above. If such notice is given, Mondre shall be obligated to sell in such
Stockholder Sale, on the identical terms and conditions applicable to the
Seller, a number of his shares equal to the Mondre Sale Shares, unless a lower
number is specified in the notice to him (unless Mondre has specified a higher
number in an election under subsection (a)).

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<PAGE> 5

4. First Refusal Rights.

(a) Corporation is Public. If, any time prior to April 1, 1999,
the Corporation is Public and Mondre desires to sell any shares of Purchased
Stock (and is not restricted from doing so under the Mondre Agreements), Mondre
shall give a Sale Notice to each Principal. Each Principal shall have three
(3) business days following the giving of the Sale Notice to elect, by giving
written notice to Mondre to that effect, to purchase all of the Purchased Stock
(if there are two Principals making such election, they shall purchase pro rata
in accordance with their then relative percentage ownership of the equity of
the Corporation) proposed by Mondre to be sold for the Fair Market Value. In
such event, payment of the full amount by cashier's or certified check shall be
made to Mondre, against delivery by Mondre of the applicable stock
certificate(s) and duly executed stock powers, within seven (7) business days
of the election by the Principal(s) to purchase. If no such election is made,
Mondre may, subject to the Stock Pledge Agreement, sell such shares of
Purchased Stock at any time within the 30-day period following the giving of
the Sale Notice before the rights of the Principals under this subsection shall
again apply.

(b) Corporation is not Public. If, at any time hereafter, Mondre
desires to sell any shares of Purchased Stock at a time when the Corporation is
not Public, and the contractual transferability restrictions set forth in the
Mondre Agreements have terminated under Section 8 thereof or have expired,
Mondre may, subject to the Stock Pledge Agreement, sell the Purchased Stock
only pursuant to a Qualifying Offer (and otherwise may not sell, assign,
transfer, pledge or dispose of any of the Purchased Stock while the Corporation
is not Public, by any means, voluntarily or involuntarily, or any interest
therein, except in accordance with Section 8(b)(i) or (vi) of the respective
Mondre Agreements), subject to the following provisions. Upon receipt of a
Qualifying Offer Mondre wishes to accept he shall deliver the Sale Notice to
each of the Principals. Within fifteen (15) business days following the giving
of the Sale Notice, each Principal may elect, by giving written notice to
Mondre within such time, either (i) to purchase all of the Purchased Stock
subject to the Sale Notice on the terms and the conditions of the Qualifying
Offer, or (ii) to purchase all of the Purchased Stock subject to the Sale
Notice for its Fair Market Value. Each Principal, if there is more than one
who elects to purchase the Purchased Stock, shall participate in the purchase
pro rata in accordance with their relative percentage ownership of the equity
of the Corporation. Each of them may, in such event, choose alternative (i) or
(ii) above, and shall, if they elect different alternatives, proceed with their
alternatives chosen in separate transactions with Mondre. If the Fair Market
Value alternative is selected, the Fair Market Value shall be

5
<PAGE> 6

determined by a business appraiser acceptable to the parties, selected within
ten (10) days of the giving of the notice electing to purchase. If the parties
can not agree on an appraiser within ten (10) days, each shall, within the next
five days, select one, and the parties shall cause the two selected to select a
third as soon as possible, who will perform the appraisal. The determination
of the appraiser shall be conclusive and binding on the parties. If the Fair
Market Value alternative is chosen, the purchase price shall be paid in full by
certified or cashier's check within ten (10) days following receipt by all
parties of a copy of the appraisal, against delivery by Mondre of the
appropriate stock certificate(s) and duly executed stock powers.

(c) Conflict with Tag-Along and Piggyback Registration Rights. No
Principal may exercise any rights under this Section 4 which would frustrate,
interfere with or preclude the exercise by Mondre of his tag-along rights under
Section 3 or his piggyback registration rights under the Employment Agreement.
In addition, if there has been a Private Sale, the provisions of subsection (a)
above shall not apply.

5. Other Provisions. Sections 10 and 11 of each of the Mondre Agreements
are hereby incorporated by reference as if set forth fully herein.

6. Successors. In the event that any of the Purchased Stock is
transferred pursuant to Section 8(b)(i) or (vi) of the respective Mondre
Agreements, the transferee shall hold such shares of Purchased Stock subject to
all restrictions and rights in favor of the Principals set forth in this
Agreement, including, without limitation, Sections 2, 3(b) and 4 hereof, and
the rights of Mondre under Sections 3(a) and 4 shall inure to the benefit of
such transferees.

IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.

/s/ Mark J. Gordon
------------------------------
MARK J. GORDON

/s/ David Epstein
------------------------------
DAVID EPSTEIN

/s/ Richard D. Mondre
------------------------------
RICHARD D. MONDRE

<PAGE> 1
EXHIBIT 10.11

STOCK PURCHASE AND SHAREHOLDER AGREEMENT

STOCK PURCHASE AND SHAREHOLDER AGREEMENT, dated as of February 16,
1996 (the "Agreement"), by and between MARK J. GORDON ("Gordon") and JAMES
MURRAY ("Murray").

PRELIMINARY STATEMENT

Gordon, together with his trusts for the benefit of his family, own 75
shares of common stock (currently representing 75% of the issued and
outstanding shares of common stock) of Precision Response Corporation, a
Florida corporation (the "Corporation"). There is currently no class of
capital stock of the Corporation authorized, issued or outstanding other than
said common stock (the "Common Stock"). Gordon and Murray wish (a) to provide
for the sale by Gordon to Murray, and the purchase by Murray from Gordon, of
3.75 shares of Common Stock of the Corporation, (b) to make certain agreements
concerning rights and obligations to purchase and sell such shares of Common
Stock under certain circumstances, and (c) to make certain other agreements
concerning restrictions on the alienability and voting of such shares of Common
Stock. "Affiliate" shall mean, with respect to a person, an immediate family
member of such person, a trust principally for the benefit of such person
and/or his family members and/or lineal descendants, or a family limited
partnership or other entity the beneficial owners of which are, principally,
such person and/or his family members.

1. PURCHASE AND SALE. Gordon hereby sells, assigns, transfers,
conveys, sets over and delivers to Murray, and Murray hereby purchases and
accepts from Gordon, 3.75 shares of the issued and outstanding Common Stock of
the Corporation owned by Gordon (the "Purchased Stock"), for a purchase price
of THREE HUNDRED THIRTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($337,500.00) (the
"Purchase Price"). Murray represents and warrants to Gordon that he is
purchasing the Purchased Stock for his account, for investment purposes only,
and without a view to the public sale or distribution thereof, acknowledges
that the Purchased Stock is being sold to him pursuant to applicable federal
and state exemptions from registration or qualification thereof, and consents
to appropriate securities law restriction legends (if required) being placed on
all stock certificates evidencing the Purchased Stock and the placement of
appropriate "stop transfer" orders, and
<PAGE> 2

agrees to execute and deliver any documents reasonably required by Gordon in
order to confirm all of the foregoing.

2. DELIVERY OF SHARES. Concurrently with the execution and
delivery of this Agreement, Gordon shall execute and deliver to Murray, in form
and content reasonably acceptable to Murray, a stock power transferring to
Murray the Purchased Stock. Immediately following delivery to Murray of such
stock power, such stock power, together with Gordon's stock certificate
evidencing his ownership of 55 shares of Common Stock of the Corporation, shall
be submitted to the Corporation. Immediately upon such submission, Gordon
shall cause the Corporation to mark such certificate cancelled, and to reissue
in replacement thereof, (a) to Gordon, one stock certificate evidencing
ownership in Gordon of (subject to any other sales of shares of Common Stock by
Gordon taking place concurrently herewith) 51.25 shares of Common Stock of the
Corporation, and (b) to Murray, one stock certificate evidencing ownership in
Murray of 3.75 shares of Common Stock of the Corporation. The corporate books
and records of the Corporation shall be appropriately maintained and annotated
to reflect clearly the sale by Gordon to Murray of the Purchased Stock and the
reissue to the parties of the stock certificates as aforesaid in connection
therewith.

3. MANNER OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall
be paid by the execution and delivery by Murray, in favor of and to Gordon, of
the promissory note attached to this Agreement as Exhibit "A" (the "Purchase
Price Note"). The Purchase Price Note shall be personally guaranteed by
Murray's spouse, as provided for thereon, and the Purchase Price Note shall be
secured by the pledge by Murray to Gordon of the Purchased Stock, as set forth
in the Stock Pledge Agreement attached to this Agreement as Exhibit "B" (the
"Stock Pledge Agreement").

4. OWNERSHIP REPRESENTATION AND WARRANTY. Gordon represents and
warrants to Murray that Gordon owns the Purchased Stock, and is conveying the
Purchased Stock to Murray, free and clear of any claims, demands, security
interests, encumbrances and rights of others, and that, when issued, the
Purchased Stock will represent record and beneficial ownership of 3.75% of the
equity of the Corporation.

5. BUY-OUT RIGHTS AND OBLIGATIONS UPON DEATH OR PERMANENT
DISABILITY OF MURRAY.

(a) Death or Permanent Disability of Murray. In the
event that Murray dies or becomes Disabled (as defined below) prior to the time
that Gordon dies or becomes permanently disabled and prior to April 1, 1997,
Gordon shall have the right, but not the obligation, within 30 days following
the date that Murray dies or

2
<PAGE> 3

becomes Disabled, to elect to purchase from Murray or his estate, legal
representative or beneficiary(ies) succeeding to the Purchased Stock, as the
case may be (the "Murray Seller"), and, if such right is exercised, the Murray
Seller shall be required to sell to Gordon, an amount equal to one-half of the
Purchased Stock for a purchase price equal to the sum of one-half of the
original principal amount of the Purchase Price Note and one-half of all
interest that has been paid thereon and which has accrued thereon but is unpaid
as of the date of purchase. Such purchase price shall be paid by Gordon by the
cancellation of principal equal to one-half of the original principal amount of
the Purchase Price Note, the cancellation of one-half of the accrued and unpaid
interest thereon, and the payment in cash to the Murray Seller of one-half of
all interest thereon which has been paid as of such date. If, for any reason,
the principal balance of the Purchase Price Note on the date of purchase is
lower than one-half of the original principal balance of the Purchase Price
Note (the "Lower Principal Amount"), Gordon shall cancel the Purchase Price
Note and, in addition to the payment to the Murray Seller of one-half of the
interest paid thereon, pay to the Murray Seller in cash the difference between
one-half of the original principal balance of the Purchase Price Note and the
Lower Principal Amount. Gordon's right to elect to purchase one-half of the
Purchased Stock from Murray pursuant to these provisions may be exercised at
any time within the 30-day period following the date Murray has died or become
Disabled, by delivering written notice to that effect, within such period, to
Murray or his legal representative or the Murray Seller, and such purchase
shall occur within 30 days following the date of such notice at a time, date
and place mutually acceptable to Gordon and the Murray Seller (which shall be
extended to the extent required by any delays relating to probate or
guardianship proceedings).

(b) Definition of Disabled. Murray shall be deemed
"Disabled" for purposes of this Agreement (i) if he is unable, due to physical,
mental or emotional illness or injury, to perform substantially all of his
duties and responsibilities for the Corporation for a continuous period of 120
days, or (ii) if he is adjudicated as an incompetent and has a guardian
appointed to handle his affairs, or (iii) if following the occurrence of a
serious physical, mental or emotional illness or injury he is determined to be
permanently disabled by a State of Florida certified medical doctor or
psychiatrist (as applicable) or otherwise as follows: If Gordon believes that
Murray is permanently disabled, he shall notify Murray of such belief. If
Murray responds in writing within 10 days that he agrees that he is permanently
disabled, Murray shall be deemed Disabled. If Murray disagrees, the parties
shall within 10 days mutually select a medical doctor or psychiatrist (as
applicable) to make the determination. The parties shall use their best
efforts to cause

3
<PAGE> 4

the examination(s) and the determination to be made within 30 days. If they
cannot agree on a medical doctor or psychiatrist within 10 days, they shall,
within the next 10 days, each select one doctor to make the determination. The
parties shall use their best efforts to cause such two doctors to complete
their examinations and make their determinations within 30 days of notification
to them of their selection. If the two doctors reach different conclusions,
they shall, as promptly as possible, be directed by the parties to appoint
(jointly) a third medical doctor or psychiatrist to make the determination.
The parties shall use their best efforts to cause such third doctor to make his
or her examinations and his or her determination within 30 days of being
engaged to do so. If (i) above applies, Murray shall be deemed Disabled on the
last day of the 120-day period. If (ii) above applies, Murray shall be deemed
Disabled on the date of adjudication as an incompetent and the appointment of
the guardian. If (iii) above applies, Murray will be deemed Disabled on, as
applicable, the date of his response agreeing to his permanent disability, the
date that the mutually-selected doctor makes a determination of permanent
disability, the date by which the two doctors selected have both made a
determination of permanent disability, or the date on which the third doctor
makes a determination of permanent disability, or other date of determination
by a State of Florida certified medical doctor or psychiatrist (as applicable).

6. OPTION TO PURCHASE UPON CERTAIN TERMINATION EVENTS UNDER
MURRAY'S EMPLOYMENT AGREEMENT. Reference is made to that certain
Employment Agreement, of even date herewith, between the Corporation and Murray
(the "Employment Agreement"). In the event that Murray is terminated for Cause
(as defined in the Employment Agreement) or resigns from his employment with
the Corporation, in either case, prior to April 1, 1999, Gordon shall have the
right, but not the obligation, within 30 days following the date of termination
for Cause or resignation, to elect to purchase from Murray, and, if such right
is exercised, Murray shall be required to sell to Gordon, all of the Purchased
Stock for a purchase price equal to the sum of the original principal amount of
the Purchase Price Note ($337,500) and all interest that has been paid thereon
and which has accrued thereon but is unpaid as of the date of purchase. Such
purchase price shall be paid by Gordon by the cancellation of the Purchase
Price Note and the payment in cash to Murray of all interest thereon which has
been paid as of such date. If, for any reason, the principal balance of the
Purchase Price Note on the date of purchase is lower than $337,500 (the "Lower
Principal Amount"), Gordon shall, in addition to the cancellation of the
Purchase Price Note and the payment to Murray of the interest paid thereon, pay
to Murray in cash the difference between $337,500 and the Lower Principal
Amount. Gordon's right to purchase the Purchased Stock from Murray pursuant to
these

4
<PAGE> 5

provisions may be exercised at any time within the 30-day period following the
date that Murray has been terminated for Cause or has resigned, as applicable,
by delivery of written notice to that effect to Murray within such period, and
such purchase shall occur within 30 days following the date of such notice at a
time, date and place mutually acceptable to Gordon and Murray. If Murray
resigns, the date of resignation for the purpose of these provisions shall be
the effective date of resignation designated by Murray in his notice of
resignation (provided that Murray fulfills his employment duties through such
effective date).

7. TERMINATION OF OPTIONS TO PURCHASE. The rights granted to
Gordon to purchase from Murray or the Murray Seller the Purchased Stock
pursuant to Sections 5 and 6 under the circumstances therein described shall
lapse and terminate upon (a) the occurrence of a "Change In Control" of the
Corporation (as defined below), (b) with respect to Section 5, termination of
Murray's employment under the Employment Agreement without Cause prior to April
1, 1997, or (c) a Sale of the Company (as defined in Section 8). For purposes
of this Agreement, a "Change In Control" shall be deemed to have occurred on
the date that (i) neither Gordon (for these purposes, counting all Common Stock
owned by Gordon's Affiliates) nor David Epstein (for these purposes, counting
all Common Stock owned by David Epstein's Affiliates) owns at least 10% of the
issued and outstanding Common Stock, (ii) neither Gordon (for these purposes,
counting all Common Stock owned by Gordon's Affiliates) nor David Epstein (for
these purposes, counting all Common Stock owned by David Epstein's Affiliates)
is the stockholder of the Corporation owning the highest number of issued and
outstanding shares of Common Stock, or (iii) neither Gordon nor David Epstein
occupies the position of Chairman of the Board, Chief Executive Officer or
President of the Corporation.

8. RESTRICTIONS ON SALE AND PERMITTED SALES OF PURCHASED STOCK.

(a) Murray acknowledges that he would not have been
offered the opportunity to purchase the Purchased Stock if he was not
undertaking the three-year employment commitment set forth in the Employment
Agreement. Murray further acknowledges that it is of great importance to
Gordon that Murray maintain the ownership interest in the Corporation
represented from time to time by the Purchased Stock for at least the duration
of Murray's three-year employment commitment. Accordingly, Murray agrees that,
except as provided below, he shall not, directly or indirectly, sell, assign,
pledge (other than pursuant to the Stock Pledge Agreement), encumber or
otherwise dispose of any of the Purchased Stock or any interest therein prior
to April 1, 1999.

5
<PAGE> 6

(b) The foregoing transferability restrictions shall not
apply (subject, however, to the provisions of the Stock Pledge Agreement) in
any of the following circumstances:

(i) Murray may, for estate planning purposes,
transfer any or all of the shares of Purchased Stock to Affiliates, provided
that each such Affiliate expressly agrees to assume and be bound by all of the
terms of this Agreement, including Sections 5, 6, 8 and 9 hereof, pursuant to a
written instrument in form and content reasonably acceptable to Gordon;

(ii) upon a Change In Control;

(iii) upon the termination of Murray's employment by
the Corporation without Cause (as defined in the Employment Agreement);

(iv) in the event of a "Sale of the Company" (as
defined below);

(v) in the event of an "Applicable Public
Offering" (as defined below), but only to the extent provided below; or

(vi) upon Murray's death or upon his becoming
Disabled on or after April 1, 1997 (or prior thereto if Gordon does not
exercise his right to purchase under Section 5), provided that the restrictions
set forth in Section 9 hereof and those set forth in any other written
agreement involving the parties shall continue to apply.

6
<PAGE> 7

higher of the following percentages - - (x) the percentage of the total number
of shares of Common Stock collectively owned by Gordon and his Affiliates which
are being registered for sale in the Applicable Public Offering, and (y) the
percentage of the total number of shares of Common Stock collectively owned by
David Epstein and his Affiliates which are being registered for sale in the
Applicable Public Offering.

(f) In cases where sales of shares of the Purchased Stock
are permitted, (i) such sales may be made unencumbered by any of Gordon's
then-existing rights to purchase set forth in Sections 5 and 6 of this
Agreement (except to the extent such rights have at such time been exercised),
and (ii) the unsold shares of Purchased Stock may be purchased in accordance
with Section 5 and 6 except that the purchase price payable by Gordon shall be
reduced on a pro rata basis.

9. VOTING AGREEMENT. Murray agrees that unless and until a
Change In Control occurs, Murray shall always vote his shares of Purchased
Stock as directed by Gordon, in Gordon's sole and absolute discretion, on all
matters upon which stockholders of the Corporation are entitled to vote. This
obligation of Murray shall be specifically enforceable by Gordon in accordance
with Section 607.0731, Florida Statutes. The stock certificate evidencing the
Purchased Stock shall be appropriately legended to reflect all restrictions
thereon set forth in Sections 5, 6, 8 and 9 of this Agreement. Such legend
shall be removed, and restrictions shall lapse, and a replacement unlegended
stock certificate shall be issued, in connection with any sale or transfer of
Purchased Stock permitted by this Agreement which complies with all of the
provisions of this Agreement and the Stock Pledge Agreement and any other
written agreement involving the parties, except with respect to a permitted
transfer under Section 8(b)(i), or a transfer to a legal representative or heir
as a result of Murray's death or having become Disabled, in which event the
legend shall remain and all applicable restrictions in this Agreement and any
such other agreement shall continue to apply. Within thirty (30) days
following the date of this Agreement, Murray shall transfer, convey and assign
to Gordon, as voting trustee, all of the Purchased Stock, pursuant to a voting
trust agreement in form and content acceptable to Gordon. Murray's failure to
do so shall give Gordon the immediate right to purchase the Purchased Stock in
accordance with Section 6.

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<PAGE> 8

11. MISCELLANEOUS.

If to Murray (or his spouse), to:

11808 Greystone Drive
Boca Raton, Florida 33428

If to Gordon, to:

3715 N.E. 214th Terrace
Aventura, Florida 33180

(b) Amendment. This Agreement may not be amended except
by a written instrument executed by each of the parties hereto.

(c) Binding Agreement. This Agreement shall be binding
upon and shall inure to the benefit of the parties and the parties' respective
successors at law and permitted assigns, including, but not limited to, all
Affiliates of Murray who or which receive any Purchased Stock pursuant to the
provisions hereof.

(e) Governing Law. This Agreement shall be controlled,
construed and enforced in accordance with the laws of the State of Florida,
other than laws relating to conflicts of law.

8
<PAGE> 9

(h) Counterparts. This Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one
instrument.

(i) Attorneys' Fees and Costs. In the event that either
party retains an attorney to enforce or declare any right to payment or
performance owed to such party, he shall, unless he is not entitled to such
enforcement or declaration, be entitled to be reimbursed upon demand from the
other party the amount of his reasonable attorneys' fees and costs, incurred
before and at trial, at all tribunal levels, and whether or not suit is
instituted.

IN WITNESS WHEREOF, the undersigned parties have duly executed and
delivered this Agreement as of the day first above written.

/s/ Mark J. Gordon /s/ James Murray
- -------------------------- --------------------------
MARK J. GORDON JAMES MURRAY

9
<PAGE> 10

JOINDER OF SPOUSE

/s/ Marci Murray
------------------------------
MARCI MURRAY

10
<PAGE> 11

EXHIBIT "A"

PURCHASE PRICE NOTE
<PAGE> 12

SECURED PROMISSORY NOTE

$337,500.00 February 16, 1996

FOR VALUE RECEIVED, JAMES MURRAY ("Maker"), having an address at 11808
Greystone Drive, Boca Raton, Florida 33428, hereby promises to pay to the order
of MARK J. GORDON ("Holder"), having an address at 3715 N.E. 214th Terrace,
Aventura, Florida 33180, the principal sum of THREE HUNDRED THIRTY-SEVEN
THOUSAND FIVE HUNDRED DOLLARS ($337,500.00), together with simple interest
thereon at the annual rate of five and sixty-one hundredths percent (5.61%), at
the address of Holder set forth above, or at such other address as Holder may
from time to time in writing direct, as follows:

(i) the failure of Maker to pay all sums owing to
Holder hereunder on or before the Maturity
Date;

(ii) the failure of Maker to pay any installment of
interest due hereunder when due and the
continuation of such failure for ten (10)
days following written notice to Maker of
such failure;

(iii) the filing of a petition by Maker pursuant to
which Maker seeks to avail himself of the
protection of any federal or state
bankruptcy, insolvency or similar law;

(iv) the initiation of any federal or state
bankruptcy or insolvency proceeding against
Maker which is not dismissed within sixty
(60) days following the date filed; or

(v) the making of a general assignment by Maker
for the benefit of Maker's creditors.

<PAGE> 13

until paid at a rate equal to the lower of (a) 18% per annum and (b) the
highest rate then permitted by law (the "Default Rate"). In the event that the
Event of Default described in subparagraph (i) occurs, interest shall then
accrue at the Default Rate on the aggregate amount of all sums which are then
owing to Holder hereunder.

Maker may prepay this Note, in whole or in part, with all payments
being applied first to accrued and unpaid interest, and then to the principal
sum hereof.

This Note shall inure to the benefit of Holder and Holder's successors
and assigns. This Note shall be binding upon Maker and Maker's successor and
assigns.

This Note shall be governed by Florida law in all respects.

IN WITNESS WHEREOF, Maker has executed and delivered to Holder this
Note on the date first above written.

-----------------------------
JAMES MURRAY

13
<PAGE> 14

GUARANTY

----------------------------
MARCI MURRAY

14
<PAGE> 15

EXHIBIT "B"

STOCK PLEDGE AGREEMENT

15
<PAGE> 16

STOCK PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of the 16th day of February, 1996 by and
between MARK J. GORDON ("Secured Party") and JAMES MURRAY ("Pledgor").

Preliminary Statement

NOW, THEREFORE, the parties agree as follows:

1. Preliminary Statement. Pledgor represents and warrants to
Secured Party that the Preliminary Statement is true and correct in all
respects.

2. Obligations. "Obligations" means, for the purposes of this
Agreement, (a) all obligations of Pledgor under the Note and this Agreement,
and (b) all losses, costs and expenses incurred by Secured Party as a result of
a breach or default by Pledgor of any of the obligations described in (a)
preceding, including but not limited to all expenses incurred by Secured Party
(including reasonable attorneys' fees and costs) in connection with the
enforcement of his rights and remedies under this Agreement or the

16
<PAGE> 17

Note, all of which are reimbursable by Pledgor to Secured Party upon the demand
of Secured Party.

3. Collateral. "Collateral" means, for the purposes of this
Agreement, the Stock, including all right, title and interest of Pledgor in,
to and under the Stock, and all voting rights, proceeds, dividends and
distributions therefrom or in respect thereof.

4. The Pledge.

(b) Any shares of capital stock of Precision Response
Corporation or other securities received by Pledgor in respect of, or in
exchange for, any of the Stock as a result of a stock dividend or stock split
or other distribution (other than cash dividends), or a reorganization,
recapitalization, consolidation or merger of Precision Response Corporation and
any other company, shall be held by Secured Party under the terms of this
Agreement in the same manner as the Stock originally pledged hereunder and
shall be deemed to be included in the "Collateral" in accordance with the terms
of this Agreement.

17
<PAGE> 18

18
<PAGE> 19

7. Cash Dividends; Distributions. Except in the event of a
breach or default of any of the Obligations which is continuing,

19
<PAGE> 20

Pledgor shall be entitled to receive all cash dividends and other cash
distributions paid in respect of the Collateral.

20
<PAGE> 21

12. Governing Law. This Agreement shall in all respects be
construed and interpreted in accordance with and governed by the laws of the
State of Florida, excluding rules relating to conflicts of law.

13. Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties.

14. Additional Instruments and Assurances. Pledgor hereby agrees,
at his own expense, to execute and deliver or cause to be executed or
delivered, from time to time, any and all further, or

21
<PAGE> 22

15. Notices. The notice provisions of the Stock Agreement shall
be applicable to this Agreement.

16. Amendment, etc. Neither this Agreement nor any term or
provision hereof may be changed or waived, except that any term, covenant or
agreement of this Agreement may, with the written consent of all the parties
hereto, be amended, and the observance thereof or compliance therewith may be
waived (either generally or in a particular instance and either retroactively
or prospectively) only by a written instrument signed by Secured Party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first hereinabove written.

PLEDGOR:

----------------------------
JAMES MURRAY

SECURED PARTY:

----------------------------
MARK J. GORDON

<PAGE> 1
EXHIBIT 10.12

STOCK PURCHASE AND SHAREHOLDER AGREEMENT

STOCK PURCHASE AND SHAREHOLDER AGREEMENT, dated as of February 16,
1996 (the "Agreement"), by and between DAVID EPSTEIN ("Epstein") and JAMES
MURRAY ("Murray").

PRELIMINARY STATEMENT

Epstein, together with his trusts for the benefit of his family, own
25 shares of common stock (currently representing 25% of the issued and
outstanding shares of common stock) of Precision Response Corporation, a
Florida corporation (the "Corporation"). There is currently no class of
capital stock of the Corporation authorized, issued or outstanding other than
said common stock (the "Common Stock"). Epstein and Murray wish (a) to provide
for the sale by Epstein to Murray, and the purchase by Murray from Epstein, of
1.25 shares of Common Stock of the Corporation, (b) to make certain agreements
concerning rights and obligations to purchase and sell such shares of Common
Stock under certain circumstances, and (c) to make certain other agreements
concerning restrictions on the alienability and voting of such shares of Common
Stock. "Affiliate" shall mean, with respect to a person, an immediate family
member of such person, a trust principally for the benefit of such person
and/or his family members and/or lineal descendants, or a family limited
partnership or other entity the beneficial owners of which are, principally,
such person and/or his family members.

1. PURCHASE AND SALE. Epstein hereby sells, assigns, transfers,
conveys, sets over and delivers to Murray, and Murray hereby purchases and
accepts from Epstein, 1.25 shares of the issued and outstanding Common Stock of
the Corporation owned by Epstein (the "Purchased Stock"), for a purchase price
of ONE HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS ($112,500.00) (the
"Purchase Price"). Murray represents and warrants to Epstein that he is
purchasing the Purchased Stock for his account, for investment purposes only,
and without a view to the public sale or distribution thereof, acknowledges
that the Purchased Stock is being sold to him pursuant to applicable federal
and state exemptions from registration or qualification thereof, and consents
to appropriate securities law restriction legends (if required) being placed on
all stock certificates evidencing the Purchased Stock and the placement of
appropriate "stop transfer" orders, and
<PAGE> 2

agrees to execute and deliver any documents reasonably required by Epstein in
order to confirm all of the foregoing.

2. DELIVERY OF SHARES. Concurrently with the execution and
delivery of this Agreement, Epstein shall execute and deliver to Murray, in
form and content reasonably acceptable to Murray, a stock power transferring to
Murray the Purchased Stock. Immediately following delivery to Murray of such
stock power, such stock power, together with Epstein's stock certificate
evidencing his ownership of 20 shares of Common Stock of the Corporation, shall
be submitted to the Corporation. Immediately upon such submission, Epstein
shall cause the Corporation to mark such certificate cancelled, and to reissue
in replacement thereof, (a) to Epstein, one stock certificate evidencing
ownership in Epstein of (subject to any other sales of shares of Common Stock
by Epstein taking place concurrently herewith) 18.75 shares of Common Stock of
the Corporation, and (b) to Murray, one stock certificate evidencing ownership
in Murray of 1.25 shares of Common Stock of the Corporation. The corporate
books and records of the Corporation shall be appropriately maintained and
annotated to reflect clearly the sale by Epstein to Murray of the Purchased
Stock and the reissue to the parties of the stock certificates as aforesaid in
connection therewith.

3. MANNER OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall
be paid by the execution and delivery by Murray, in favor of and to Epstein, of
the promissory note attached to this Agreement as Exhibit "A" (the "Purchase
Price Note"). The Purchase Price Note shall be personally guaranteed by
Murray's spouse, as provided for thereon, and the Purchase Price Note shall be
secured by the pledge by Murray to Epstein of the Purchased Stock, as set forth
in the Stock Pledge Agreement attached to this Agreement as Exhibit "B" (the
"Stock Pledge Agreement").

4. OWNERSHIP REPRESENTATION AND WARRANTY. Epstein represents and
warrants to Murray that Epstein owns the Purchased Stock, and is conveying the
Purchased Stock to Murray, free and clear of any claims, demands, security
interests, encumbrances and rights of others, and that, when issued, the
Purchased Stock will represent record and beneficial ownership of 1.25% of the
equity of the Corporation.

5. BUY-OUT RIGHTS AND OBLIGATIONS UPON DEATH OR PERMANENT
DISABILITY OF MURRAY.

(a) Death or Permanent Disability of Murray. In the
event that Murray dies or becomes Disabled (as defined below) prior to the time
that Epstein dies or becomes permanently disabled and prior to April 1, 1997,
Epstein shall have the right, but not the obligation, within 30 days following
the date that Murray dies or

2
<PAGE> 3

becomes Disabled, to elect to purchase from Murray or his estate, legal
representative or beneficiary(ies) succeeding to the Purchased Stock, as the
case may be (the "Murray Seller"), and, if such right is exercised, the Murray
Seller shall be required to sell to Epstein, an amount equal to one-half of the
Purchased Stock for a purchase price equal to the sum of one-half of the
original principal amount of the Purchase Price Note and one-half of all
interest that has been paid thereon and which has accrued thereon but is unpaid
as of the date of purchase. Such purchase price shall be paid by Epstein by
the cancellation of principal equal to one-half of the original principal
amount of the Purchase Price Note, the cancellation of one-half of the accrued
and unpaid interest thereon, and the payment in cash to the Murray Seller of
one-half of all interest thereon which has been paid as of such date. If, for
any reason, the principal balance of the Purchase Price Note on the date of
purchase is lower than one-half of the original principal balance of the
Purchase Price Note (the "Lower Principal Amount"), Epstein shall cancel the
Purchase Price Note and, in addition to the payment to the Murray Seller of
one-half of the interest paid thereon, pay to the Murray Seller in cash the
difference between one-half of the original principal balance of the Purchase
Price Note and the Lower Principal Amount. Epstein's right to elect to
purchase one-half of the Purchased Stock from Murray pursuant to these
provisions may be exercised at any time within the 30-day period following the
date Murray has died or become Disabled, by delivering written notice to that
effect, within such period, to Murray or his legal representative or the Murray
Seller, and such purchase shall occur within 30 days following the date of such
notice at a time, date and place mutually acceptable to Epstein and the Murray
Seller (which shall be extended to the extent required by any delays relating
to probate or guardianship proceedings).

(b) Definition of Disabled. Murray shall be deemed
"Disabled" for purposes of this Agreement (i) if he is unable, due to physical,
mental or emotional illness or injury, to perform substantially all of his
duties and responsibilities for the Corporation for a continuous period of 120
days, or (ii) if he is adjudicated as an incompetent and has a guardian
appointed to handle his affairs, or (iii) if following the occurrence of a
serious physical, mental or emotional illness or injury he is determined to be
permanently disabled by a State of Florida certified medical doctor or
psychiatrist (as applicable) or otherwise as follows: If Epstein believes that
Murray is permanently disabled, he shall notify Murray of such belief. If
Murray responds in writing within 10 days that he agrees that he is permanently
disabled, Murray shall be deemed Disabled. If Murray disagrees, the parties
shall within 10 days mutually select a medical doctor or psychiatrist (as
applicable) to make the determination. The parties shall use their best
efforts to cause

3
<PAGE> 4

6. OPTION TO PURCHASE UPON CERTAIN TERMINATION EVENTS UNDER
MURRAY'S EMPLOYMENT AGREEMENT. Reference is made to that certain
Employment Agreement, of even date herewith, between the Corporation and Murray
(the "Employment Agreement"). In the event that Murray is terminated for Cause
(as defined in the Employment Agreement) or resigns from his employment with
the Corporation, in either case, prior to April 1, 1999, Epstein shall have the
right, but not the obligation, within 30 days following the date of termination
for Cause or resignation, to elect to purchase from Murray, and, if such right
is exercised, Murray shall be required to sell to Epstein, all of the Purchased
Stock for a purchase price equal to the sum of the original principal amount of
the Purchase Price Note ($112,500) and all interest that has been paid thereon
and which has accrued thereon but is unpaid as of the date of purchase. Such
purchase price shall be paid by Epstein by the cancellation of the Purchase
Price Note and the payment in cash to Murray of all interest thereon which has
been paid as of such date. If, for any reason, the principal balance of the
Purchase Price Note on the date of purchase is lower than $112,500 (the "Lower
Principal Amount"), Epstein shall, in addition to the cancellation of the
Purchase Price Note and the payment to Murray of the interest paid thereon, pay
to Murray in cash the difference between $112,500 and the Lower Principal
Amount. Epstein's right to purchase the Purchased Stock from Murray pursuant
to these

4
<PAGE> 5

provisions may be exercised at any time within the 30-day period following the
date that Murray has been terminated for Cause or has resigned, as applicable,
by delivery of written notice to that effect to Murray within such period, and
such purchase shall occur within 30 days following the date of such notice at a
time, date and place mutually acceptable to Epstein and Murray. If Murray
resigns, the date of resignation for the purpose of these provisions shall be
the effective date of resignation designated by Murray in his notice of
resignation (provided that Murray fulfills his employment duties through such
effective date).

7. TERMINATION OF OPTIONS TO PURCHASE. The rights granted to
Epstein to purchase from Murray or the Murray Seller the Purchased Stock
pursuant to Sections 5 and 6 under the circumstances therein described shall
lapse and terminate upon (a) the occurrence of a "Change In Control" of the
Corporation (as defined below), (b) with respect to Section 5, termination of
Murray's employment under the Employment Agreement without Cause prior to April
1, 1997, or (c) a Sale of the Company (as defined in Section 8). For purposes
of this Agreement, a "Change In Control" shall be deemed to have occurred on
the date that (i) neither Epstein (for these purposes, counting all Common
Stock owned by Epstein's Affiliates) nor Mark Gordon (for these purposes,
counting all Common Stock owned by Mark Gordon's Affiliates) owns at least 10%
of the issued and outstanding Common Stock, (ii) neither Epstein (for these
purposes, counting all Common Stock owned by Epstein's Affiliates) nor Mark
Gordon (for these purposes, counting all Common Stock owned by Mark Gordon's
Affiliates) is the stockholder of the Corporation owning the highest number of
issued and outstanding shares of Common Stock, or (iii) neither Epstein nor
Mark Gordon occupies the position of Chairman of the Board, Chief Executive
Officer or President of the Corporation.

8. RESTRICTIONS ON SALE AND PERMITTED SALES OF PURCHASED STOCK.

(a) Murray acknowledges that he would not have been
offered the opportunity to purchase the Purchased Stock if he was not
undertaking the three-year employment commitment set forth in the Employment
Agreement. Murray further acknowledges that it is of great importance to
Epstein that Murray maintain the ownership interest in the Corporation
represented from time to time by the Purchased Stock for at least the duration
of Murray's three-year employment commitment. Accordingly, Murray agrees that,
except as provided below, he shall not, directly or indirectly, sell, assign,
pledge (other than pursuant to the Stock Pledge Agreement), encumber or
otherwise dispose of any of the Purchased Stock or any interest therein prior
to April 1, 1999.

5
<PAGE> 6

(b) The foregoing transferability restrictions shall not
apply (subject, however, to the provisions of the Stock Pledge Agreement) in
any of the following circumstances:

(ii) upon a Change In Control;

(iii) upon the termination of Murray's employment by
the Corporation without Cause (as defined in the Employment Agreement);

(iv) in the event of a "Sale of the Company" (as
defined below);

(v) in the event of an "Applicable Public
Offering" (as defined below), but only to the extent provided below; or

(vi) upon Murray's death or upon his becoming
Disabled on or after April 1, 1997 (or prior thereto if Epstein does not
exercise his right to purchase under Section 5), provided that the restrictions
set forth in Section 9 hereof and those set forth in any other written
agreement involving the parties shall continue to apply.

(c) For purposes of this Agreement, a "Sale of the
Company" means (i) any transaction pursuant to which all or substantially all
of the business or operations of the Corporation are directly or indirectly
sold, assigned or transferred to a purchaser through the sale, exchange or
other transfer, by purchase, merger or otherwise, of the assets or equity of
the Corporation, or (ii) a private sale of at least a majority of the shares of
Common Stock currently owned in the aggregate by Epstein, Mark Gordon, and
their respective Affiliates (a "Private Sale").

6
<PAGE> 7

higher of the following percentages - - (x) the percentage of the total number
of shares of Common Stock collectively owned by Epstein and his Affiliates
which are being registered for sale in the Applicable Public Offering, and (y)
the percentage of the total number of shares of Common Stock collectively owned
by Mark Gordon and his Affiliates which are being registered for sale in the
Applicable Public Offering.

(f) In cases where sales of shares of the Purchased Stock
are permitted, (i) such sales may be made unencumbered by any of Epstein's
then-existing rights to purchase set forth in Sections 5 and 6 of this
Agreement (except to the extent such rights have at such time been exercised),
and (ii) the unsold shares of Purchased Stock may be purchased in accordance
with Section 5 or 6 except that the purchase price payable by Epstein shall be
reduced on a pro rata basis.

9. VOTING AGREEMENT. Murray agrees that unless and until a
Change In Control occurs, Murray shall always vote his shares of Purchased
Stock as directed by Epstein, in Epstein's sole and absolute discretion, on all
matters upon which stockholders of the Corporation are entitled to vote. This
obligation of Murray shall be specifically enforceable by Epstein in accordance
with Section 607.0731, Florida Statutes. The stock certificate evidencing the
Purchased Stock shall be appropriately legended to reflect all restrictions
thereon set forth in Sections 5, 6, 8 and 9 of this Agreement. Such legend
shall be removed, and restrictions shall lapse, and a replacement unlegended
stock certificate shall be issued, in connection with any sale or transfer of
Purchased Stock permitted by this Agreement which complies with all of the
provisions of this Agreement and the Stock Pledge Agreement and any other
written agreement involving the parties, except with respect to a permitted
transfer under Section 8(b)(i), or a transfer to a legal representative or heir
as a result of Murray's death or having become Disabled, in which event the
legend shall remain and all applicable restrictions in this Agreement and any
such other agreement shall continue to apply. Within thirty (30) days
following the date of this Agreement, Murray shall transfer, convey and assign
to Epstein, as voting trustee, all of the Purchased Stock, pursuant to a voting
trust agreement in form and content acceptable to Epstein. Murray's failure to
do so shall give Epstein the immediate right to purchase the Purchased Stock
in accordance with Section 6.

7
<PAGE> 8

11. MISCELLANEOUS.

If to Murray (or his spouse), to:

11808 Greystone Drive
Boca Raton, Florida 33428

If to Epstein, to:

2957 Westbrook
Fort Lauderdale, Florida 33332

(b) Amendment. This Agreement may not be amended except
by a written instrument executed by each of the parties hereto.

(c) Binding Agreement. This Agreement shall be binding
upon and shall inure to the benefit of the parties and the parties' respective
successors at law and permitted assigns, including, but not limited to, all
Affiliates of Murray who or which receive any Purchased Stock pursuant to the
provisions hereof.

(e) Governing Law. This Agreement shall be controlled,
construed and enforced in accordance with the laws of the State of Florida,
other than laws relating to conflicts of law.

8
<PAGE> 9

(h) Counterparts. This Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one
instrument.

IN WITNESS WHEREOF, the undersigned parties have duly executed and
delivered this Agreement as of the day first above written.

/s/ David Epstein /s/ James Murray
- ------------------------- --------------------------
DAVID EPSTEIN JAMES MURRAY

9
<PAGE> 10

JOINDER OF SPOUSE

/s/ Marci Murray
----------------------------
MARCI MURRAY

10
<PAGE> 11

EXHIBIT "A"

PURCHASE PRICE NOTE
<PAGE> 12

SECURED PROMISSORY NOTE

$112,500.00 February 16, 1996

FOR VALUE RECEIVED, JAMES MURRAY ("Maker"), having an address at 11808
Greystone Drive, Boca Raton, Florida 33428, hereby promises to pay to the order
of DAVID EPSTEIN ("Holder"), having an address at 2957 Westbrook, Fort
Lauderdale, Florida 33332, the principal sum of ONE HUNDRED TWELVE THOUSAND
FIVE HUNDRED DOLLARS ($112,500.00), together with simple interest thereon at
the annual rate of five and sixty-one hundredths percent (5.61%), at the
address of Holder set forth above, or at such other address as Holder may from
time to time in writing direct, as follows:

Each of the following shall constitute an event of default under this
Note ("Event of Default"):

(i) the failure of Maker to pay all sums owing to
Holder hereunder on or before the Maturity
Date;

(ii) the failure of Maker to pay any installment of
interest due hereunder when due and the
continuation of such failure for ten (10)
days following written notice to Maker of
such failure;

(iii) the filing of a petition by Maker pursuant to
which Maker seeks to avail himself of the
protection of any federal or state
bankruptcy, insolvency or similar law;

(iv) the initiation of any federal or state
bankruptcy or insolvency proceeding against
Maker which is not dismissed within sixty
(60) days following the date filed; or

(v) the making of a general assignment by Maker
for the benefit of Maker's creditors.

12
<PAGE> 13

Maker may prepay this Note, in whole or in part, with all payments
being applied first to accrued and unpaid interest, and then to the principal
sum hereof.

This Note shall inure to the benefit of Holder and Holder's successors
and assigns. This Note shall be binding upon Maker and Maker's successor and
assigns.

This Note shall be governed by Florida law in all respects.

IN WITNESS WHEREOF, Maker has executed and delivered to Holder this
Note on the date first above written.

------------------------------
JAMES MURRAY

13
<PAGE> 14

GUARANTY

---------------------------
MARCI MURRAY

14
<PAGE> 15

EXHIBIT "B"

STOCK PLEDGE AGREEMENT

15
<PAGE> 16

STOCK PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of the 16th day of February, 1996 by and
between DAVID EPSTEIN ("Secured Party") and JAMES MURRAY ("Pledgor").

Preliminary Statement

Concurrently herewith, Secured Party and Pledgor have executed and
delivered that certain Stock Purchase and Shareholder Agreement (the "Stock
Agreement") and Pledgor has executed and delivered to Secured Party that
certain Secured Promissory Note in the principal amount of $112,500.00 (the
"Note"). In order to secure all of the Obligations (as defined below), Pledgor
has agreed to grant to Secured Party a security interest in the Purchased
Stock, as defined in the Stock Agreement (the "Stock").

NOW, THEREFORE, the parties agree as follows:

1. Preliminary Statement. Pledgor represents and warrants to
Secured Party that the Preliminary Statement is true and correct in all
respects.

2. Obligations. "Obligations" means, for the purposes of this
Agreement, (a) all obligations of Pledgor under the Note and this Agreement,
and (b) all losses, costs and expenses incurred by Secured Party as a result of
a breach or default by Pledgor of any of the obligations described in (a)
preceding, including but not limited to all expenses incurred by Secured Party
(including reasonable attorneys' fees and costs) in connection with the
enforcement of his rights and remedies under this Agreement or the
<PAGE> 17

Note, all of which are reimbursable by Pledgor to Secured Party upon the demand
of Secured Party.

3. Collateral. "Collateral" means, for the purposes of this
Agreement, the Stock, including all right, title and interest of Pledgor in,
to and under the Stock, and all voting rights, proceeds, dividends and
distributions therefrom or in respect thereof.

4. The Pledge.

(b) Any shares of capital stock of Precision Response
Corporation or other securities received by Pledgor in respect of, or in
exchange for, any of the Stock as a result of a stock dividend or stock split
or other distribution (other than cash dividends), or a reorganization,
recapitalization, consolidation or merger of Precision Response Corporation and
any other company, shall be held by Secured Party under the terms of this
Agreement in the same manner as the Stock originally pledged hereunder and
shall be deemed to be included in the "Collateral" in accordance with the terms
of this Agreement.

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<PAGE> 18

5. Partial Releases. As long as there is no breach or default of
the Obligations which is continuing, in the event Pledgor desires to sell or
transfer fewer than all of the shares of Stock, and such sale or transfer is
permitted under Section 8 of the Stock Agreement, such shares of Stock shall be
released from the lien of this Agreement as long as, simultaneously with the
consummation of such permitted sale or transfer, Secured Party receives an
amount equal to the sum of (i) $112,500, multiplied by a fraction the numerator
of which is the number of shares of Stock sold or transferred and the
denominator of which is the total number of shares of Stock purchased from
Secured Party under the Stock Agreement (after determining what such original
number would have been after giving effect to all stock splits and similar
transactions which have occurred with respect to the common stock of Precision
Response Corporation subsequent to such purchase), and (ii) all accrued and
unpaid interest on the Note as of the date of

18
<PAGE> 19

7. Cash Dividends; Distributions. Except in the event of a
breach or default of any of the Obligations which is continuing,

19
<PAGE> 20

Pledgor shall be entitled to receive all cash dividends and other cash
distributions paid in respect of the Collateral.

8. Default.

20
<PAGE> 21

12. Governing Law. This Agreement shall in all respects be
construed and interpreted in accordance with and governed by the laws of the
State of Florida, excluding rules relating to conflicts of law.

13. Parties in Interest. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties.

14. Additional Instruments and Assurances. Pledgor hereby agrees,
at his own expense, to execute and deliver or cause to be executed or
delivered, from time to time, any and all further, or

21
<PAGE> 22

15. Notices. The notice provisions of the Stock Agreement shall
be applicable to this Agreement.

16. Amendment, etc. Neither this Agreement nor any term or
provision hereof may be changed or waived, except that any term, covenant or
agreement of this Agreement may, with the written consent of all the parties
hereto, be amended, and the observance thereof or compliance therewith may be
waived (either generally or in a particular instance and either retroactively
or prospectively) only by a written instrument signed by Secured Party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first hereinabove written.

PLEDGOR:

-------------------------------
JAMES MURRAY

SECURED PARTY:

-------------------------------
DAVID EPSTEIN

<PAGE> 1
EXHIBIT 10.13

AGREEMENT

AGREEMENT, dated as of February 16, 1996, by and among MARK J. GORDON
("Gordon"), DAVID EPSTEIN ("Epstein") and JAMES MURRAY ("Murray").

Preliminary Statement

Concurrently herewith, Gordon and Murray have executed and delivered a
certain Stock Purchase and Shareholder Agreement, dated the date hereof,
pursuant to which, among other things, Murray has purchased from Gordon 3.75
shares of common stock of Precision Response Corporation (the "Corporation")
owned by Gordon (the "Gordon Agreement"). Concurrently herewith, Epstein and
Murray have executed and delivered a certain Stock Purchase and Shareholder
Agreement, dated the date hereof, pursuant to which, among other things, Murray
has purchased from Epstein 1.25 shares of common stock of the Corporation owned
by Epstein (the "Epstein Agreement"). The shares of common stock of the
Corporation, par value $1.00 per share, are referred to as the "Common Stock."
The Gordon Agreement and the Epstein Agreement are collectively referred to as
the "Murray Agreements." Under the Murray Agreements, Gordon and Epstein,
respectively, have the option, in certain circumstances, to purchase the Common
Stock they have sold to Murray, and those options terminate under certain
circumstances. Pursuant to this Agreement, the parties wish to provide for
certain additional agreements with respect to such matters and certain other
matters.

NOW, THEREFORE, in consideration of the Murray Agreements, of which
this Agreement constitutes an integral part, and other good and valuable
consideration, the receipt and sufficiency of which are conclusively
acknowledged by all parties, the parties agree as follows:

1. Definitions.

<PAGE> 2

Epstein and his Affiliates collectively own the highest number of shares of
issued and outstanding Common Stock of the Corporation.

(d) Fair Market Value. "Fair Market Value" shall mean, with
respect to shares of Common Stock of the Corporation acquired by Murray under
the Murray Agreements and owned by Murray from time to time, (i) at such
time(s) as the Corporation is Public, the average last sale price (or average
of the high bid and low ask prices, if applicable) of a share of Common Stock
on the exchange on which it is trading (or the system by which it is reported)
for the 30-day period ending on the date of service of the Sale Notice (as
defined below), and (ii) at such time(s) as the Corporation is not Public, an
amount equal to (A) the appraised fair market, going-concern value of the
Corporation, multiplied by (B) a fraction, the numerator of which is the number
of shares of Common Stock owned by Murray subject to the Sale Notice and the
denominator of which is the total number of shares of issued and outstanding
Common Stock of the Corporation, multiplied by (C) 80%.

(e) Sale Notice. "Sale Notice" shall mean, if the Corporation is
Public, a written notice delivered by Murray to the Principals stating Murray's
intention to sell some or all of his shares of Common Stock, specifying the
exact number of shares, and, if the Corporation is not Public, a written notice
delivered by Murray to the Principals stating that Murray has received a
Qualifying Offer (as defined below), which is accompanied by the Qualifying
Offer, and which states Murray's desire to accept the Qualifying Offer.

(f) Qualifying Offer. "Qualifying Offer" shall mean a bona fide,
arms-length offer from a third party unrelated to, and unaffiliated with,
Murray (stating the offeror's identity and address) to purchase some or all of
Murray's shares of Common Stock, specifying the number thereof, for
consideration consisting solely of cash and/or a promissory note (and stating
same), and

2
<PAGE> 3

stating any personal guaranty of any such promissory note, and, if secured, the
security (which may consist only of some or all of the shares of Common Stock
to be purchased), and the closing date.

(g) Stockholder Sale. "Stockholder Sale" shall mean a private
sale (not involving any Sale of the Company described in Section 8(c)(i) of the
respective Murray Agreements which includes the Purchased Stock, but including
any other private sale, including a Private Sale) in which the Principals or
either of them will sell in a bona fide, arms- length purchase and sale
transaction a total number of shares of Common Stock which represents at least
10% of the total number of issued and outstanding shares of Common Stock of the
Corporation.

(h) Murray Agreements. Capitalized terms used herein which are
not defined herein have the respective meanings ascribed to them in the Murray
Agreements.

2. Cross-Purchase Rights of Gordon and Epstein.

(a) Gordon's Rights. In the event that, pursuant to the Epstein
Agreement, Epstein has but does not exercise the right to purchase the
Purchased Stock therein described pursuant to Section 5 or 6 thereof, or would
have had the right but for his death or disability or the provisions of
subsection (c) below, Gordon may, if he is then a Principal, and he has
exercised or is exercising his corresponding right under Section 5 or 6 (as
applicable) of the Gordon Agreement, by giving the requisite notice to Murray
within the time Epstein is or would have been required to give such notice to
exercise such right, purchase the Purchased Stock subject to the Epstein
Agreement, on the terms and conditions therein described, except that Gordon
shall, in order to pay the purchase price, satisfy all or the applicable
portion of Epstein's Purchase Price Note in addition to paying to Murray the
applicable sum of any principal and interest which has thereon been paid.

(b) Epstein's Rights. In the event that, pursuant to the Gordon
Agreement, Gordon has but does not exercise the right to purchase the Purchased
Stock therein described pursuant to Section 5 or 6 thereof, or would have had
the right but for his death or disability or the provisions of subsection (c)
below, Epstein may, if he is then a Principal, and he has exercised or is
exercising his corresponding right under Section 5 or 6 (as applicable) of the
Epstein Agreement, by giving the requisite notice to Murray within the time
Gordon is or would have been required to give such notice to exercise such
right, purchase the Purchased Stock subject to the Gordon Agreement, on the
terms and conditions therein described, except that Epstein shall, in order to
pay the purchase price, satisfy all or the applicable portion of Gordon's
Purchase Price

3
<PAGE> 4

Note in addition to paying Murray the applicable sum of any principal and
interest which has thereon been paid.

(c) Override of Murray Agreements. Notwithstanding anything to
the contrary contained in either of the Murray Agreements, neither Gordon nor
Epstein may exercise any right to purchase in Section 5 or 6 thereof unless, at
the time the right arises under Section 5 or 6 thereof, he is a Principal.

3. Tag-Along and Bring-Along Rights.

(a) Tag-Along Rights. Before any Stockholder Sale may occur,
Murray must receive from each of the Principals selling shares of Common Stock
therein (the "Seller"), at least ten (10) business days written notice thereof
which describes, in reasonable detail, all of the material terms and conditions
of the Stockholder Sale. If Murray elects to participate in the Stockholder
Sale as a seller, he shall give written notice of such election to the Seller
within seven (7) business days following delivery to him of the notice from the
Seller. Murray shall be entitled to include in such sale, on the identical
terms and conditions applicable to the Seller, up to a pro rata number of his
shares of Common Stock. That number shall be a number of shares equal to (i)
the number of shares of Common Stock owned by Murray, multiplied by (ii) a
fraction, the numerator of which is the number of shares of Common Stock of the
Seller to be included in the Stockholder Sale and the denominator of which is
the total number of shares of Common Stock collectively owned by the Seller
(the "Murray Sale Shares"). Murray shall specify in his notice the number of
shares, up to the total number of Murray Sale Shares, he wishes to include in
the Stockholder Sale. The number of shares which are to be sold by the Seller
in the Stockholder Sale shall be correspondingly reduced and, as between the
Principals (assuming there is more than one), reduced pro rata based upon the
number of shares of Common Stock each of them intended to include in the
Stockholder Sale. Murray shall not have any rights under this Section 3(a) if,
and from and after the time that, his employment under the Employment Agreement
is terminated with Cause or he resigns his employment effective prior to the
expiration of his three year employment commitment.

(b) Bring-Along Rights. If, in connection with any Stockholder
Sale, the Seller desires to include therein a pro rata number of Murray's
shares of Common Stock, the Seller shall give Murray written notice to that
effect, describing therein the Stockholder Sale as required in subsection (a)
above. If such notice is given, Murray shall be obligated to sell in such
Stockholder Sale, on the identical terms and conditions applicable to the
Seller, a number of his shares equal to the Murray Sale Shares, unless a lower
number is specified in the notice to him

4
<PAGE> 5

(unless Murray has specified a higher number in an election under subsection
(a)).

4. First Refusal Rights.

(a) Corporation is Public. If, any time prior to April 1, 1999,
the Corporation is Public and Murray desires to sell any shares of Purchased
Stock (and is not restricted from doing so under the Murray Agreements), Murray
shall give a Sale Notice to each Principal. Each Principal shall have three
(3) business days following the giving of the Sale Notice to elect, by giving
written notice to Murray to that effect, to purchase all of the Purchased Stock
(if there are two Principals making such election, they shall purchase pro rata
in accordance with their then relative percentage ownership of the equity of
the Corporation) proposed by Murray to be sold for the Fair Market Value. In
such event, payment of the full amount by cashier's or certified check shall be
made to Murray, against delivery by Murray of the applicable stock
certificate(s) and duly executed stock powers, within seven (7) business days
of the election by the Principal(s) to purchase. If no such election is made,
Murray may, subject to the Stock Pledge Agreement, sell such shares of
Purchased Stock at any time within the 30-day period following the giving of
the Sale Notice before the rights of the Principals under this subsection shall
again apply.

(b) Corporation is not Public. If, at any time hereafter, Murray
desires to sell any shares of Purchased Stock at a time when the Corporation is
not Public, and the contractual transferability restrictions set forth in the
Murray Agreements have terminated under Section 8 thereof or have expired,
Murray may, subject to the Stock Pledge Agreement, sell the Purchased Stock
only pursuant to a Qualifying Offer (and otherwise may not sell, assign,
transfer, pledge or dispose of any of the Purchased Stock while the Corporation
is not Public, by any means, voluntarily or involuntarily, or any interest
therein, except in accordance with Section 8(b)(i) or (vi) of the respective
Murray Agreements), subject to the following provisions. Upon receipt of a
Qualifying Offer Murray wishes to accept he shall deliver the Sale Notice to
each of the Principals. Within fifteen (15) business days following the giving
of the Sale Notice, each Principal may elect, by giving written notice to
Murray within such time, either (i) to purchase all of the Purchased Stock
subject to the Sale Notice on the terms and the conditions of the Qualifying
Offer, or (ii) to purchase all of the Purchased Stock subject to the Sale
Notice for its Fair Market Value. Each Principal, if there is more than one
who elects to purchase the Purchased Stock, shall participate in the purchase
pro rata in accordance with their relative percentage ownership of the equity
of the Corporation. Each of them may, in such event, choose alternative (i) or
(ii) above, and shall, if

5
<PAGE> 6

they elect different alternatives, proceed with their alternatives chosen in
separate transactions with Murray. If the Fair Market Value alternative is
selected, the Fair Market Value shall be determined by a business appraiser
acceptable to the parties, selected within ten (10) days of the giving of the
notice electing to purchase. If the parties can not agree on an appraiser
within ten (10) days, each shall, within the next five days, select one, and
the parties shall cause the two selected to select a third as soon as possible,
who will perform the appraisal. The determination of the appraiser shall be
conclusive and binding on the parties. If the Fair Market Value alternative is
chosen, the purchase price shall be paid in full by certified or cashier's
check within ten (10) days following receipt by all parties of a copy of the
appraisal, against delivery by Murray of the appropriate stock certificate(s)
and duly executed stock powers.

(c) Conflict with Tag-Along and Piggyback Registration Rights. No
Principal may exercise any rights under this Section 4 which would frustrate,
interfere with or preclude the exercise by Murray of his tag-along rights under
Section 3 or his piggyback registration rights under the Employment Agreement.
In addition, if there has been a Private Sale, the provisions of subsection (a)
above shall not apply.

5. Other Provisions. Sections 10 and 11 of each of the Murray Agreements
are hereby incorporated by reference as if set forth fully herein.

6. Successors. In the event that any of the Purchased Stock is
transferred pursuant to Section 8(b)(i) or (vi) of the respective Murray
Agreements, the transferee shall hold such shares of Purchased Stock subject to
all restrictions and rights in favor of the Principals set forth in this
Agreement, including, without limitation, Sections 2, 3(b) and 4 hereof, and
the rights of Murray under Sections 3(a) and 4 shall inure to the benefit of
such transferees.

6
<PAGE> 7

IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.

/s/ Mark J. Gordon
------------------------------
MARK J. GORDON

/s/ David Epstein
------------------------------
DAVID EPSTEIN

/s/ James Murray
------------------------------
JAMES MURRAY

<PAGE> 1
EXHIBIT 10.16

LOAN AND SECURITY AGREEMENT

DATED AS OF MAY 1, 1996

BETWEEN

PRECISION RESPONSE CORPORATION,

AS BORROWER,

AND

HELLER FINANCIAL, INC.,

AS LENDER
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 1.1 Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 Accounting Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 1.3 Other Definitional Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 2. REVOLVING LOANS AND COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 2.1 Revolving Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(A) Revolving Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(B) Eligible Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
(C) Borrowing Mechanics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
(D) Evidence of Revolving Loan Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 2.2 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(A) Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(B) Interest Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
(C) Computation and Payment of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(D) Interest Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(E) Conversion or Continuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 2.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(A) Closing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(B) Unused Line Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(C) Prepayment Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(D) Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(E) Other Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(F) Success Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 2.4 Payments and Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(A) Manner and Time of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(B) Mandatory Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(C) Voluntary Prepayments and Repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(D) Payments on Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 2.5 Term of this Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.6 Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.7 Grant of Security Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.8 Capital Adequacy and Other Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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SECTION 2.9 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(A) No Deductions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(B) Changes in Tax Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 2.10 Required Termination and Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.11 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.12 Booking of LIBOR Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.13 Assumptions Concerning Funding of LIBOR Loans . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 3. CONDITIONS TO REVOLVING LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 3.1 Conditions to Revolving Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(A) Closing Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(B) Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(C) Closing Date Availability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(D) Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(E) Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(F) No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(G) Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(H) No Prohibition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(I) No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 4. BORROWER'S REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 4.1 Organization, Powers, Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(A) Organization and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(B) Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 4.2 Authorization of Borrowing, No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.3 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.4 Indebtedness and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.5 Account Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.6 Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.7 Locations; FEIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.8 Title to Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 4.9 Litigation; Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.10 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.11 Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.12 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.13 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.14 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.15 Environmental Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.16 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.17 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
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SECTION 4.18 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.19 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.20 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.21 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.22 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.23 Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 5. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 5.1 Financial Statements and Other Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(A) Monthly Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(B) Quarterly Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
(C) Year-End Financials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(D) Accountants' Certification and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
(E) Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(F) Borrowing Base Certificates, Registers and Journals; Monitoring Reports . . . . . . . . . . . . 35
(G) Reconciliation Reports and Listings and Agings . . . . . . . . . . . . . . . . . . . . . . . . . 35
(H) Management Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(I) Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(J) Government Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(K) Events of Default, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(L) Trade Names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(M) Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(N) Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(O) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(P) Projections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(Q) Other Indebtedness Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
(R) Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 5.2 Access to Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.3 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.4 Collateral Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.5 Account Covenants; Verification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.6 Collection of Accounts and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.7 Endorsement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.8 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.9 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.10 Maintenance of Properties; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.11 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.12 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.13 Collateral Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.14 Bailees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.15 Use of Proceeds and Margin Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
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SECTION 6. FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 6.1 Tangible Net Worth. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.2 Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 6.3 Minimum EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.4 Ratio of Indebtedness to Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.5 Capital Expenditure Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 6.6 Fixed Charge Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 7. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 7.1 Indebtedness and Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.2 Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 7.3 Transfers, Liens and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(A) Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
(B) Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(C) No Negative Pledges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
(D) No Restrictions on Subsidiary Distributions to Borrower . . . . . . . . . . . . . . . . . . . . 45

SECTION 7.4 Investments and Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.5 Restricted Junior Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.6 Restriction on Fundamental Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 7.7 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 7.8 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 7.9 Environmental Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.10 Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.11 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.12 Tax Consolidations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.13 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.14 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.15 Press Release; Public Offering Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.16 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.17 Customer Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 8. DEFAULT, RIGHTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

SECTION 8.1 Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(A) Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(B) Default in Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(C) Breach of Certain Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(D) Breach of Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(E) Other Defaults Under Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(F) Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(G) Involuntary Bankruptcy; Appointment of Receiver, etc. . . . . . . . . . . . . . . . . . . . . . 49
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(H) Voluntary Bankruptcy; Appointment of Receiver, etc. . . . . . . . . . . . . . . . . . . . . . . 49
(I) Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
(J) Judgment and Attachments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
(K) Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
(L) Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
(M) Injunction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
(N) Invalidity of Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
(O) Failure of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
(P) Damage, Strike, Casualty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
(Q) Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
(R) Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 8.2 Suspension of Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.3 Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.4 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 8.5 Appointment of Attorney-in-Fact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 8.6 Limitation on Duty of Lender with Respect to Collateral . . . . . . . . . . . . . . . . . . . . 52
SECTION 8.7 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 8.8 License of Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 8.9 Waivers, Non-Exclusive Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 9. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 9.1 Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.2 Set Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.3 Expenses and Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 9.4 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.5 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 9.7 Survival of Warranties and Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 9.8 Indulgence Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.9 Marshaling; Payments Set Aside . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.11 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 9.13 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.14 APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.15 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.16 No Fiduciary Relationship; Limitation of Liabilities . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.17 CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 9.18 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 9.19 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 9.20 Counterparts; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 9.21 No Duty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>

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<PAGE> 7

<TABLE>
<S> <C>
SECTION 9.22 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
</TABLE>

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<PAGE> 8

LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT is dated as of May 1, 1996
and entered into by and between PRECISION RESPONSE CORPORATION, a Florida
corporation ("Borrower"), with its principal place of business at 1505 N.W.
167th Street, Miami, Florida 33169, and HELLER FINANCIAL, INC., a Delaware
corporation ("Lender"), with offices at 500 West Monroe Street, Chicago,
Illinois 60661. All capitalized terms used herein are defined in Section 1 of
this Agreement.

WHEREAS, Borrower desires that Lender extend a credit facility
to provide working capital financing and to provide funds for other general
corporate purposes; and

WHEREAS, Borrower desires to secure its obligations under the
Loan Documents by granting to Lender a security interest in and lien upon
certain of Borrower's property; and

NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Borrower and Lender
agree as follows:

SECTION 1. DEFINITIONS

SECTION 1.1 Certain Defined Terms.

The following terms used in this Agreement shall have the following meanings:

"Accounts" means, all "accounts" (as defined in the UCC),
accounts receivable, contract rights and general intangibles relating thereto,
notes, drafts and other forms of obligations owed to or owned by Borrower
arising or resulting from the sale of goods or the rendering of services.

"Accounts Availability" has the meaning assigned to that term
in subsection 2.1(A)(2).

"Additional Amount" means $2,500,000; provided, that the
Additional Amount means an amount equal to zero at all times on and after the
earlier of (A) the consummation of the IPO and (B) the first anniversary of the
date hereof.

"Affiliate" means any Person (other than Lender): (a) directly
or indirectly controlling, controlled by, or under common control with,
Borrower; (b) directly or indirectly owning or holding ten percent (10%) or
more of any equity interest in Borrower (except that, in the case of AT&T Corp.
or any other customer of Borrower to which Lender consents (which consent will
not be unreasonably withheld or delayed), directly or indirectly owning or
holding fifteen percent (15%) or more of any equity interest in Borrower to the
extent that AT&T Corp. or such other customer of Borrower obtained such
interest in connection with an IPO or in secondary trading); or (c) ten percent
(10%) or more of whose voting stock or other equity
<PAGE> 9

interest is directly or indirectly owned or held by Borrower. For purposes of
this definition, "control" (including with correlative meanings, the terms
"controlling", "controlled by" and "under common control with") means the
possession directly or indirectly of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of
voting securities or by contract or otherwise.

"Agreement" means this Loan and Security Agreement as it may
be amended, supplemented or otherwise modified from time to time.

"Asset Disposition" means the disposition, whether by sale,
lease, transfer, loss, damage, destruction, condemnation or otherwise, of any
or all of the assets of Borrower or any of its Subsidiaries in which Lender has
a Lien.

"Base Rate" means a variable rate of interest per annum equal
to the higher of (a) the rate of interest from time to time published by the
Board of Governors of the Federal Reserve System as the "Bank Prime Loan" rate
in Federal Reserve Statistical Release H.15(519) entitled "Selected Interest
Rates" or any successor publication of the Federal Reserve System reporting the
Bank Prime Loan rate or its equivalent, or (b) the Federal Funds Effective
Rate. The statistical release generally sets forth a Bank Prime Loan rate for
each Business Day. In the event the Board of Governors of the Federal Reserve
System ceases to publish a Bank Prime Loan rate or its equivalent, the term
"Base Rate" shall mean a variable rate of interest per annum equal to the
highest of the "prime rate", "reference rate", "base rate", or other similar
rate announced from time to time by either Bankers Trust Company or The Chase
Manhattan Bank, National Association, or their successors (with the
understanding that any such rate may merely be a reference rate and may not
necessarily represent the lowest or best rate actually charged to any customer
by any such bank).

"Blocked Accounts" has the meaning assigned to that term in
subsection 5.6.

"Borrower" has the meaning assigned to that term in the
preamble to this Agreement.

"Borrowing Base" has the meaning assigned to that term in
subsection 2.1(A)(2).

"Borrowing Base Certificate" means a certificate and
assignment schedule duly executed by an officer of Borrower appropriately
completed and in substantially the form of Exhibit A.

"Business Day" means any day excluding Saturday, Sunday and
any day which is a legal holiday under the laws of the States of Illinois or
Pennsylvania or is a day on which banking institutions located in any such
state are closed, or for the purposes of LIBOR Loans only, a day on which
commercial banks are open for dealings in Dollar deposits in the London,
England (U.K.) market.

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<PAGE> 10

"Capital Expenditures" means all expenditures (including
deposits) for, or contracts for expenditures (excluding contracts for
expenditures under or with respect to Capital Leases, but including cash down
payments for assets acquired under Capital Leases) with respect to any fixed
assets or improvements, or for replacements, substitutions or additions
thereto, which have a useful life of more than one year, including the direct
or indirect acquisition of such assets by way of increased product or service
charges, offset items or otherwise.

"Capital Lease" means any lease of any property (whether real,
personal or mixed) that, in conformity with GAAP, should be accounted for as a
capital lease.

"Cash Equivalents" means: (a) marketable direct obligations
issued or unconditionally guarantied by the United States Government or issued
by any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within six (6) months from the date of
acquisition thereof; (b) commercial paper maturing no more than six (6) months
from the date issued and, at the time of acquisition, having a rating of at
least A-1 from Standard & Poor's Corporation or at least P-1 from Moody's
Investors Service, Inc.; and (c) certificates of deposit or bankers'
acceptances maturing within six (6) months from the date of issuance thereof
issued by, or overnight reverse repurchase agreements from, any commercial bank
organized under the laws of the United States of America or any state thereof
or the District of Columbia having combined capital and surplus of not less
than $50,000,000 and not subject to setoff rights in favor of such bank.

"Closing Certificate" means a certificate duly executed by the
chief executive officer or chief financial officer of Borrower in a form
reasonably acceptable to Lender

"Closing Date" means May 1, 1996.

"Collateral" has the meaning assigned to that term in
subsection 2.7.

"Collecting Banks" has the meaning assigned to that term in
subsection 5.6.

"Commitment" means the commitment of Lender to make Revolving
Loans up to a maximum of $15,000,000 as set forth in subsection 2.l(A).

"Compliance Certificate" means a certificate duly executed by
the chief executive officer or chief financial officer of Borrower
appropriately completed and in substantially the form of Exhibit B.

"Default" means a condition or event that, after notice or
lapse of time or both, would constitute an Event of Default if that condition
or event were not cured or removed within any applicable grace or cure period.

"Default Rate" has the meaning assigned to that term in
subsection 2.2.

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<PAGE> 11

"EBITDA" means, for any period, without duplication, the total
of the following for Borrower and its Subsidiaries on a consolidated basis,
each calculated for such period: (1) net income determined in accordance with
GAAP; plus, to the extent included in the calculation of net income, (2) the
sum of (a) income and franchise taxes paid or accrued; (b) Interest Expenses,
net of interest income, paid or accrued; (c) interest paid in kind; (d)
amortization and depreciation and (e) other non-cash charges (excluding
accruals for cash expenses made in the ordinary course of business); less, to
the extent included in the calculation of net income, (3) the sum of (a) the
income of any Person other than wholly-owned Subsidiaries of Borrower in which
Borrower or a wholly owned Subsidiary of Borrower has an ownership interest
unless such income is received by Borrower or such wholly-owned Subsidiary in a
cash distribution; (b) gains or losses from sales or other dispositions of
assets not realized in the ordinary course of business; and (c) extraordinary
or non-recurring gains, but not net of extraordinary or non-recurring "cash"
losses.

"Eligible Accounts" has the meaning assigned to that term in
subsection 2.1(B).

"Eligible Exchange Accounts" has the meaning assigned to that
term in subsection 2.1(B).

"Eligible Unbilled Accounts" has the meaning assigned to that
term in subsection 2.1(B).

"Employee Benefit Plan" means any employee benefit plan within
the meaning of Section 3(3) of ERISA which (a) is maintained for employees of
Borrower or any of its Subsidiaries or any ERISA Affiliate or (b) has at any
time within the preceding six (6) years been maintained for the employees of
Borrower or any of its Subsidiaries or any current or former ERISA Affiliate.

"Environmental Claims" means claims, liabilities,
investigations, litigation, administrative proceedings, judgments or orders
relating to Hazardous Materials.

"Environmental Laws" means any present or future federal,
state or local law, rule, regulation or order relating to pollution, waste,
disposal or the protection of human health or safety, plant life or animal
life, natural resources or the environment.

"Equipment" means all "equipment" (as defined in the UCC)
including, without limitation, all machinery, motor vehicles, trucks, trailers,
vessels, aircraft and rolling stock and all parts thereof and all additions and
accessions thereto and replacements therefor.

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and any successor statute and all rules and
regulations promulgated thereunder.

"ERISA Affiliate", as applied to Borrower or any of its
Subsidiaries, means any Person who is a member of a group which is under common
control with Borrower or any of its

-4-
<PAGE> 12

Subsidiaries, who together with Borrower or any of its Subsidiaries is treated
as a single employer within the meaning of Section 414(b) and (c) of the IRC.

"Event of Default" means each of the events set forth in
subsection 8.1.

"Federal Funds Effective Rate" means, for any day, 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 on the immediately following Business Day by the Federal Reserve Bank
of New York or, if such rate is not published for any Business Day, the average
of the quotations for the day such rate is to be determined from three Federal
funds brokers of recognized standing selected by Lender.

"Fiscal Year" means each twelve month period ending on the
last day of December in each year.

"Fixed Charge Coverage" means, for any period, Operating Cash
Flow divided by Fixed Charges.

"Fixed Charges" means, for any period (without duplication),
(a) Interest Expenses paid or accrued by Borrower and its Subsidiaries for such
period; plus (b) scheduled payments of principal with respect to all
Indebtedness of Borrower and its Subsidiaries during such period; plus (c) any
provision for (to the extent it is greater than zero) income or franchise taxes
included in the determination of net income of Borrower and its Subsidiaries
for such period, excluding any provision for deferred taxes; plus (d)
Restricted Junior Payments made in cash during such period to the extent
permitted under subsection 7.5(b); plus (e) payment of deferred taxes by
Borrower or any of its Subsidiaries during such period which accrued in any
prior period.

"Funding Date" means the date of each funding of a Revolving
Loan.

"GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board that are applicable
to the circumstances as of the date of determination.

"Hazardous Material" means all or any of the following: (a)
substances that are defined or listed in, or otherwise classified pursuant to,
any Environmental Laws or regulations as "hazardous substances", "hazardous
materials", "hazardous wastes", "toxic substances" or any other formulation
intended to define, list or classify substances by reason of deleterious
properties such as ignitability, corrosivity, reactivity, carcinogenicity,
reproductive toxicity or "EP toxicity"; (b) oil, petroleum or petroleum derived
substances, natural gas, natural gas liquids or synthetic gas and drilling
fluids, produced waters and other wastes associated with the exploration,
development or production of crude oil, natural gas or geothermal resources;
(c) any flammable substances or explosives or any radioactive materials; and
(d) asbestos in

-5-
<PAGE> 13

any form or electrical equipment which contains any oil or dielectric fluid
containing levels of polychlorinated biphenyls in excess of fifty parts per
million.

"Indebtedness", as applied to any Person, means without
duplication: (a) all indebtedness for borrowed money; (b) obligations under
leases which in accordance with GAAP constitute Capital Leases; (c) notes
payable and drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money; (d) any obligation owed for all or
any part of the deferred purchase price of property or services if the purchase
price is due more than six months from the date the obligation is incurred or
is evidenced by a note or similar written instrument; and (e) all indebtedness
secured by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person.

"Intangible Assets" means all intangible assets (determined in
conformity with GAAP) of Borrower and its Subsidiaries including, without
limitation, goodwill, trademarks, tradenames, licenses, organizational costs,
deferred amounts, covenants not to compete and restricted funds.

"Intellectual Property" means all present and future designs,
patents, patent rights and applications therefor, trademarks and registrations
or applications therefor, trade names, inventions, copyrights and all
applications and registrations therefor, software or computer programs, license
rights, trade secrets, methods, processes, know-how, drawings, specifications,
descriptions, and all memoranda, notes and records with respect to any research
and development, whether now owned or hereafter acquired, all goodwill
associated with any of the foregoing, and proceeds of all of the foregoing,
including, without limitation, proceeds of insurance policies thereon.

"Interest Coverage" means, for any period, Operating Cash Flow
divided by Interest Expenses.

"Interest Expenses" means, without duplication, for any
period, the following, for Borrower and its Subsidiaries each calculated for
such period: interest expenses deducted in the determination of net income
(excluding (i) the amortization of fees and costs with respect to the
transactions contemplated hereunder on the Closing Date which have been
capitalized as transaction costs; and (ii) interest paid in kind).

"Interest Period" has the meaning assigned to that term in
subsection 2.2(B).

"Interest Rate" has the meaning assigned to that term in
subsection 2.2(A).

"Inventory" means all "inventory" (as defined in the UCC)
including, without limitation, finished goods, raw materials, work in process
and other materials and supplies used or consumed in a Person's business, and
goods which are returned or repossessed.

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<PAGE> 14

"IPO" means an initial public registration and sale of any
equity securities of Borrower in connection with which Borrower receives net
proceeds of at least $20,000,000 (after giving effect to the payment of any
Restricted Junior Payments permitted under subsection 7.5 in connection with
such IPO).

"IRC" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor statute and all rules and regulations
promulgated thereunder.

"Lender" means Heller Financial, Inc. together with its
successors and permitted assigns pursuant to subsection 9.1.

"Lender's Account" means ABA No. 0710-0001-3, Account No.
55-35158 at First National Bank of Chicago, One First National Plaza, Chicago,
IL 60670, Reference: Heller Business Credit for the benefit of Precision
Response Corporation.

"Liabilities" shall have the meaning given that term in
accordance with GAAP and shall include Indebtedness.

"LIBOR" means, for each Interest Period, a rate of interest
equal to:

(a) the rate of interest determined by Lender at which
deposits in Dollars for the relevant Interest Period are offered based on
information presented on the Reuters Screen LIBOR Page as of 11:00 A.M. (London
time) on the day which is two (2) Business Days prior to the first day of such
Interest Period; provided, that if at least two such offered rates appear on
the Reuters Screen LIBOR Page in respect of such Interest Period, the
arithmetic mean of all such rates (as determined by Lender) will be the rate
used; provided, further, that if Reuters ceases to provide LIBOR quotations,
such rate shall be the average rate of interest determined by Lender at which
deposits in Dollars are offered for the relevant Interest Period by Bankers
Trust Company and The Chase Manhattan Bank, N.A., or their successors (or their
respective successors) to prime banks in the London interbank market as of
11:00 a.m. (London time) on the applicable interest rate determination date,
divided by

(b) a number equal to 1.0 minus the aggregate (but
without duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect on the day which is two (2) Business Days prior to the
beginning of such Interest Period (including, without limitation, basic,
supplemental, marginal and emergency reserves under any regulations of the
Board of Governors of the Federal Reserve System or other governmental
authority having jurisdiction with respect thereto, as now and from time to
time in effect) for Eurocurrency funding (currently referred to as
"Eurocurrency liabilities" in Regulation D of such Board) which are required to
be maintained by a member bank of the Federal Reserve System;

(such rate to be adjusted to the nearest one sixteenth of one
percent (1/16 of 1%) or, if there is not a nearest one sixteenth of one percent
(1/16 of 1%), to the next higher one sixteenth of one percent (1/16 of 1%). As
of the date hereof, no reserve requirements are in effect.

-7-
<PAGE> 15

"LIBOR Loans" means at any time that portion of the Revolving
Loans bearing interest at rates determined by reference to LIBOR.

"Lien" means any lien, mortgage, pledge, security interest,
charge or encumbrance of any kind, whether voluntary or involuntary, (including
any conditional sale or other title retention agreement, any lease in the
nature thereof, and any agreement to give any security interest).

"Loan Documents" means this Agreement, the Negative Pledge
Agreements and all other instruments, documents and agreements executed by or
on behalf of Borrower and delivered concurrently herewith or at any time
hereafter to or for Lender in connection with the Revolving Loans and other
transactions contemplated by this Agreement, all as amended, restated,
supplemented or modified from time to time.

"Loan Party" means, collectively, Borrower, Borrower's
Subsidiaries and any other Person (other than Lender) which is or becomes a
party to any Loan Document.

"Loan Year" means each period of twelve (12) consecutive
months commencing on the Closing Date and on each anniversary thereof.

"Material Adverse Effect" means a material adverse effect upon
(a) the business, operations, properties, assets or condition (financial or
otherwise) of Borrower on an individual basis or taken as a whole or (b) the
ability of Borrower or any Subsidiary of Borrower to perform its obligations
under any Loan Document to which it is a party or Lender to enforce or collect
any of the Obligations.

"Maximum Revolving Loan Amount" has the meaning assigned to
that term in subsection 2.1(A)(1).

"Negative Pledge Agreements" means the negative pledge
agreements to be executed and delivered by each of Mark J. Gordon and David L.
Epstein, in favor of Lender, in form and substance satisfactory to Lender.

"Net Worth" means, as of any date, the sum of the capital
stock and additional paid-in capital plus retained earnings (or minus
accumulated deficit) of Borrower calculated in conformity with GAAP.

"Non-telemarketing Unbilled Accounts Adjustment" means, for
any month, the greater of (a) the amount (the "Dollar Adjustment") by which
Borrower's estimate of Unbilled Eligible Accounts arising from
non-telemarketing services for the immediately preceding month exceeded the
actual Unbilled Eligible Accounts arising from non-telemarketing services for
the immediately preceding month, and (b) the product obtained by multiplying
Borrower's estimate, at the beginning of a month, of Unbilled Eligible Accounts
arising from non-telemarketing services for such month, by a fraction, the
numerator of which is the Dollar

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<PAGE> 16

Adjustment and the denominator of which is Borrower's estimate of Unbilled
Eligible Accounts arising from non-telemarketing services for the immediately
preceding month.

"Non-telemarketing Unbilled Accounts Sublimit" means (a)
$1,750,000 at all times from the date hereof through August 31, 1996, and (b)
zero at all times on and after September 1, 1996.

"Obligations" means all obligations, liabilities and
indebtedness of every nature of each Loan Party from time to time owed to
Lender under the Loan Documents including the principal amount of all debts,
claims and indebtedness (whether incurred before or after the Termination
Date), accrued and unpaid interest and all fees, costs and expenses, whether
primary, secondary, direct, contingent, fixed or otherwise, heretofore, now
and/or from time to time hereafter owing, due or payable.

"Operating Cash Flow" means, for any period, (a) EBITDA; less
(b) Capital Expenditures.

"Original Term" has the meaning assigned to that term in
subsection 2.5.

"Permitted Encumbrances" means the following types of Liens:
(a) Liens (other than Liens relating to Environmental Claims or ERISA) for
taxes, assessments or other governmental charges not yet due and payable; (b)
statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen
and other similar liens imposed by law, which are incurred in the ordinary
course of business for sums not more than thirty (30) days delinquent; (c)
Liens (other than any Lien imposed by ERISA) incurred or deposits made in the
ordinary course of business in connection with workers' compensation,
unemployment insurance and other types of social security, statutory
obligations, surety and appeal bonds, bids, leases, government contracts, trade
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money); (d) easements,
rights-of-way, restrictions, and other similar charges or encumbrances not
interfering in any material respect with the ordinary conduct of the business
of Borrower or any of its Subsidiaries; (e) Liens for purchase money
obligations or under Capital Leases, provided that (i) the purchase or lease of
the asset subject to any such Lien is permitted under subsection 6.5, (ii) the
Indebtedness secured by any such Lien is permitted under subsection 7.1, and
(iii) such Lien encumbers only the asset so purchased or leased; (f) Liens in
favor of Lender, and (g) Liens set forth on Schedule 1.1(A).

"Person" means and includes natural persons, corporations,
limited partnerships, general partnerships, limited liability companies, joint
stock companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions
thereof.

"Projections" means Borrower's forecasted consolidated and
consolidating: (a) balance sheets; (b) profit and loss statements; (c) cash
flow statements; and (d) capitalization

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<PAGE> 17

statements, all prepared on a division by division and Subsidiary by Subsidiary
basis and otherwise consistent with Borrower's historical financial statements,
together with appropriate supporting details and a statement of underlying
assumptions.

"Reconciliation Report" means a report duly executed by the
chief executive officer or chief financial officer of Borrower appropriately
completed and in substantially the form of Exhibit C.

"Renewal Term" has the meaning assigned to that term in
subsection 2.5.

"Restricted Junior Payment" means: (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
stock of Borrower or any of its Subsidiaries now or hereafter outstanding,
except a stock dividend; (b) any payment or prepayment of principal of,
premium, if any, or interest on, or any redemption, conversion, exchange,
retirement, defeasance, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Borrower or any of its Subsidiaries now or hereafter outstanding; (c) any
payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of stock of
Borrower or any of its Subsidiaries now or hereafter outstanding; and (d) any
payment by Borrower or any of its Subsidiaries of any management fees or
similar fees to any Affiliate, whether pursuant to a management agreement or
otherwise.

"Revolving Loan" means all advances made by Lender pursuant to
subsection 2.1(A) and any amounts added to the principal balance of the
Revolving Loan pursuant to this Agreement.

"Specified Contracts" means the Certificate Enterprises
Agreement between Borrower and AT&T Corp. dated September 19, 1995 and the
Fulfillment Services Agreement between Borrower and AT&T Corp. dated November
18, 1993.

"Specified Contracts Sublimit" means (i) $800,000 at all times
from the date hereof through September 30, 1996, (ii) $700,000 at all times
from October 1, 1996 through October 31, 1996, (iii) $600,000 at all times from
November 1, 1996 through December 31, 1996, and (iv) $500,000 at all times on
and after January 1, 1997; provided, that from time to time Lender may, in its
reasonable credit judgment, reduce the Specified Contracts Sublimit.

"Subsidiary" means, with respect to any Person, any
corporation, association or other business entity of which more than fifty
percent (50%) of the total voting power of shares of stock (or equivalent
ownership or controlling interest) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other subsidiaries of that Person or a combination
thereof.

"Tangible Net Worth" means, with respect to a Person, an
amount equal to: (a) Net Worth of such Person; less (b) Intangible Assets of
such Person and its Subsidiaries; less

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<PAGE> 18

(c) prepaid expenses of such Person and its Subsidiaries; less (d) all
obligations owed to such Person or any of its Subsidiaries by any Affiliate of
such Person or any of its Subsidiaries; and less (e) all loans by such Person
or its Subsidiaries to its officers, stockholders or employees.

"Termination Date" means the date this Agreement is terminated
as set forth in subsection 2.5.

"UCC" means the Uniform Commercial Code as in effect on the
date hereof in the State of Illinois, as amended from time to time, and any
successor statute.

SECTION 1.2 Accounting Terms.

For purposes of this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to such terms in
conformity with GAAP. Financial statements and other information furnished to
Lender pursuant to subsection 5.1 shall be prepared in accordance with GAAP (as
in effect at the time of such preparation) on a consistent basis. In the event
any "Accounting Changes" (as defined below) shall occur and such changes affect
financial covenants, standards or terms in this Agreement, then Borrower and
Lender agree to enter into negotiations in order to amend such provisions of
this Agreement so as to equitably reflect such Accounting Changes with the
desired result that the criteria for evaluating the financial condition of
Borrower shall be the same after such Accounting Changes as if such Accounting
Changes had not been made, and until such time as such an amendment shall have
been executed and delivered by Borrower and Lender, (A) all financial
covenants, standards and terms in this Agreement shall be calculated and/or
construed as if such Accounting Changes had not been made, and (B) Borrower
shall prepare footnotes to each Compliance Certificate and the financial
statements required to be delivered hereunder that show the differences between
the financial statements delivered (which reflect such Accounting Changes) and
the basis for calculating financial covenant compliance (without reflecting
such Accounting Changes). "Accounting Changes" means: (a) changes in
accounting principles required by GAAP and implemented by Borrower; and (b)
changes in accounting principles recommended by Borrower's certified public
accountants.

SECTION 1.3 Other Definitional Provisions.

References to "Sections", "subsections", "Exhibits" and
"Schedules" shall be to Sections, subsections, Exhibits and Schedules,
respectively, of this Agreement unless otherwise specifically provided. Any of
the terms defined in subsection 1.1 may, unless the context otherwise requires,
be used in the singular or the plural depending on the reference. In this
Agreement, words importing any gender include the other genders; the words
"including," "includes" and "include" shall be deemed to be followed by the
words "without limitation"; references to agreements and other contractual
instruments shall be deemed to include subsequent amendments, assignments, and
other modifications thereto, but only to the extent such amendments,
assignments and other modifications are not prohibited by the terms of this
Agreement or any other Loan Document; references to Persons include their
respective

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<PAGE> 19

permitted successors and assigns or, in the case of governmental Persons,
Persons succeeding to the relevant functions of such Persons; and all
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations.

SECTION 2. REVOLVING LOANS AND COLLATERAL

SECTION 2.1 Revolving Loans.

(A) Revolving Loan. Subject to the terms and conditions
of this Agreement and in reliance upon the representations and warranties of
Borrower herein set forth, Lender agrees to lend to Borrower from time to time
an aggregate amount not to exceed at any time $15,000,000. Amounts borrowed
under this subsection 2.1(A) may be repaid and reborrowed at any time prior to
the earlier of (i) the termination of the Commitment pursuant to subsection 8.3
or (ii) the Termination Date. Lender shall have no obligation to make advances
under this subsection 2.1(A) to the extent any requested advance would cause
the balance of the Revolving Loan then outstanding (after giving effect to any
immediate application of the proceeds thereof) to exceed the Maximum Revolving
Loan Amount; provided, that Lender may, in its sole discretion, elect from time
to time to make Revolving Loans in excess of the Maximum Revolving Loan Amount
or the Commitment to the extent requested, or deemed requested, by Borrower
hereunder.

(1) "Maximum Revolving Loan Amount" means, as of
any date of determination, the lesser of (a) the Commitment
and (b) the Borrowing Base.

(2) "Borrowing Base" means, as of any date of
determination, an amount equal to the sum of (a) eighty-five
percent (85%) of Eligible Accounts less such reserves
(including, without limitation, reserves regarding volume
rebates due account debtors) as Lender, in its reasonable
judgment, elects to establish plus (b) eighty-five percent
(85%) of Eligible Unbilled Accounts arising from telemarketing
services (and, on and after September 1, 1996, arising from
non-telemarketing services to the extent Lender is satisifed
with Borrower's reporting system with respect to
non-telemarketing services) less such reserves as Lender, in
its reasonable judgment, elects to establish, plus (c) the
lesser of (x) seventy-five percent (75%) of the amount by
which the Eligible Unbilled Accounts arising from non-
telemarketing services (with the amount of such Eligible
Unbilled Accounts to be accrued during a month to be estimated
at the beginning of each month by Borrower and assumed to
accrue ratably during such month) exceeds the
Non-telemarketing Unbilled Accounts Adjustment, if any, less
such reserves as Lender, in its reasonable judgment, elects to
establish and (y) the Non-telemarketing Unbilled Accounts
Sublimit, plus (d) the lesser of (x) seventy-five percent
(75%) of Eligible Exchange Accounts less a reserve equal to
thirty percent (30%) of the amount of Eligible Exchange
Accounts and

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<PAGE> 20

such other reserves as Lender, in its reasonable judgment,
elects to establish and (y) $500,000, (the sum of (a), (b),
(c) and (d) is referred to as the "Accounts Availability")
plus (e) the Additional Amount; provided, that at no time will
the Borrowing Base attributable to the Accounts under the
Specified Contracts exceed the Specified Contracts Sublimit.

(B) Eligible Collateral.

(1) Eligible Accounts. "Eligible Accounts"
means, as at any date of determination, the aggregate of all
Accounts that Lender, in its reasonable judgment, deems to be
eligible for borrowing purposes. Without limiting the
generality of the foregoing, unless otherwise agreed by
Lender, the following Accounts are not Eligible Accounts:

(a) Accounts due from a customer that
has not been sent an invoice with respect thereto by
Borrower;

(b) Accounts which remain unpaid for
more than ninety (90) days after invoice date;

(c) Accounts which are otherwise
eligible with respect to which a credit is due and
owing by Borrower to the account debtor thereof or a
deposit has been made by the account debtor thereof
to Borrower, but only to the extent of such due and
owing credit or deposit;

(d) Accounts due from a customer whose
principal place of business is located outside the
United States of America or Canada unless such
Account is backed by a letter of credit, in form and
substance acceptable to Lender, and issued or
confirmed by a bank that is organized under the laws
of the United States of America or a State thereof,
that is acceptable to Lender, provided that such
letter of credit has been delivered to Lender as
additional collateral; provided, further, that
Accounts which are otherwise eligible and are owing
by British Airways shall be eligible to the extent
that British Airways maintains an office for service
of process in the United States of America;

(e) Accounts due from a customer which
Lender has notified Borrower does not have a
satisfactory credit standing;

(f) Accounts with respect to which the
customer is the United States of America, any state
or any municipality, or any department, agency or
instrumentality thereof, unless Borrower has, with
respect to such Accounts, complied with the Federal
Assignment of Claims Act (31 U.S.C. Section 3727) or
any applicable statute or municipal ordinance of
similar purpose and effect;

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<PAGE> 21

(g) Accounts with respect to which the
customer is an Affiliate of Borrower or a director,
officer, agent, stockholder or employee of Borrower
or any of its Affiliates;

(h) Accounts due from a customer if more
than fifty percent (50%) of the aggregate amount of
Accounts of such customer have at the time remained
unpaid for more than ninety (90) days after the
invoice date;

(i) Accounts with respect to which there
is any unresolved dispute with the respective
customer (but only to the extent of such dispute);

(j) Accounts evidenced by an
"instrument" or "chattel paper" (as defined in the
UCC) not in the possession of Lender;

(k) Accounts with respect to which
Lender does not have a valid, first priority and
fully perfected security interest;

(l) Accounts subject to any Lien except
those in favor of Lender;

(m) Accounts with respect to which the
customer is the subject of any bankruptcy or other
insolvency proceeding;

(n) Accounts due from a customer (other
than AT&T Corp.) to the extent that such Accounts
exceed in the aggregate an amount equal to twenty
percent (20%) of the aggregate of all Accounts at
said date unless Lender otherwise agrees in writing
to a higher percentage with respect to a particular
customer of Borrower;

(o) Accounts due from AT&T Corp. to the
extent that such Accounts exceed in the aggregate an
amount equal to seventy percent (70%) of the
aggregate of all Accounts at said date;

(p) Accounts with respect to which the
customer's obligation to pay is conditional or
subject to a repurchase obligation or right to return
or with respect to which the goods or services giving
rise to such Account have not been delivered (or
performed, as applicable) and accepted by such
account debtor, including progress billings, bill and
hold sales, guarantied sales, sale or return
transactions, sales on approval or consignment sales;

(q) Accounts with respect to which the
customer is located in New Jersey or Minnesota, or
any other state denying creditors access

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<PAGE> 22

to its courts in the absence of a Notice of Business
Activities Report or other similar filing, unless
Borrower has either qualified as a foreign
corporation authorized to transact business in such
state or has filed a Notice of Business Activities
Report or similar filing with the applicable state
agency for the then current year;

(r) Accounts with respect to which the
customer is a creditor of Borrower, provided,
however, that any such Account shall only be
ineligible as to that portion of such Account which
is less than or equal to the amount owed by Borrower
to such Person.

(2) Eligible Exchange Accounts. "Eligible
Exchange Accounts" means, as of any date of determination, the
aggregate of all Accounts (other than Eligible Accounts and
Eligible Unbilled Accounts) that are identified on Borrower's
monthly financial statements and Borrowing Base Certificate as
"A/R Exchange" and that Lender, in its reasonable judgment,
deems to be eligible for borrowing purposes. Without limiting
the generality of the foregoing, unless otherwise agreed by
Lender, the following Accounts are not Eligible Exchange
Accounts:

(a) Accounts due from a customer that
has not been sent an invoice with respect thereto on
or before the last day of the month following the
month in which such Accounts were created;

(b) Accounts due from a customer that
requires a third party to verify the billing of such
Accounts; and

(c) Accounts that do not satisfy one or
more criteria specified in clauses (c) through (r) of
the definition of Eligible Accounts.

(3) Eligible Unbilled Accounts. "Eligible
Unbilled Accounts" means, as of any date of determination, the
aggregate of all Accounts (other than Eligible Accounts and
Eligible Exchange Accounts) representing accrued amounts owing
by an account debtor which have not been invoiced to such
account debtor that Lender, in its reasonable judgment, deems
to be eligible for borrowing purposes. Without limiting the
generality of the foregoing, unless otherwise agreed by
Lender, the following Accounts are not Eligible Unbilled
Accounts:

(a) Accounts due from a customer that
has not been sent an invoice with respect thereto on
or before the fifteenth day of the month following
the month in which such Accounts were created; and

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<PAGE> 23

(b) Accounts that do not satisfy one or
more of the criteria specified in clauses (c) through
(r) of the definition of Eligible Accounts.

(C) Borrowing Mechanics. (1) LIBOR Loans made on any
Funding Date shall be in an aggregate minimum amount of $500,000 and
integral multiples of $100,000 in excess of such amount. (2) On any
day when Borrower desires to borrow under this subsection 2.1,
Borrower shall give Lender telephonic notice of the proposed borrowing
by 11:00 a.m. (Central time) on the Funding Date of a Base Rate Loan
and three (3) Business Days in advance of the Funding Date of a LIBOR
Loan, which notice (a "Notice of Borrowing") must also specify the
proposed Funding Date (which shall be a Business Day), whether such
Revolving Loans shall consist of Base Rate Loans or LIBOR Loans and
for LIBOR Loans the Interest Period applicable thereto. Any such
telephonic notice shall be confirmed in writing on the same day..
Lender shall not incur any liability to Borrower for acting upon any
telephonic notice Lender believes in good faith to have been given by
a duly authorized officer or other person authorized to borrow on
behalf of Borrower or for otherwise acting in good faith under this
subsection 2.1(C). Lender will not make any advance pursuant to any
telephonic notice unless Lender has also received the most recent
Borrowing Base Certificate and all other documents required under
subsection 5.1(F) by 11:00 a.m. (Chicago time). Each advance made to
Borrower under the Revolving Loan shall be deposited by wire transfer
in immediately available funds in such account as Borrower may from
time to time designate to Lender in writing. Unless payment is
otherwise timely made by Borrower, the becoming due of any amount
required to be paid under this Agreement or any of the other Loan
Documents as principal, accrued interest and fees shall be deemed
irrevocably to be a request by Borrower for a Revolving Loan on the
due date of, and in the amount required to pay, such principal,
accrued interest and fees, and the proceeds of each such Revolving
Loan if made by Lender shall be disbursed by Lender by way of direct
payment of the relevant obligation. Lender shall promptly provide
notice to Borrower of any Revolving Loan deemed to have been requested
by Borrower pursuant to the preceding sentence, except to the extent
such Revolving Loan is made to pay regularly scheduled interest and
fees. Notwithstanding anything contained herein to the contrary, that
portion of the Revolving Loans predicated upon advances against the
Additional Amount shall bear interest determined by reference to the
Base Rate and shall not bear interest determined with reference to the
LIBOR Rate.

(D) Evidence of Revolving Loan Obligations. The advances
constituting the Revolving Loan shall be evidenced by this Agreement
and notations made from time to time by Lender in its books and
records, including computer records. Subject to subsection 2.6,
Lender's books and records shall constitute presumptive evidence,
absent manifest error, of the accuracy of the information contained
therein. Failure by the Lender to make any such notation or record
shall not affect the obligations of Borrower to Lender with respect to
the Revolving Loans.

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<PAGE> 24

SECTION 2.2 Interest

(A) Rate of Interest. The Revolving Loans and all other
Obligations shall bear interest from the date such Revolving Loans are
made or such other Obligations become due to the date paid at a rate
per annum (such rate, the "Interest Rate") equal to (i) in the case of
Base Rate Loans and other Obligations for which no other interest rate
is specified, the Base Rate plus one-half of one percent (0.50%) and
(ii) in the case of LIBOR Loans, LIBOR plus (a) three percent (3%);
provided, that the Interest Rate applicable to that portion of the
Revolving Loans predicated upon advances against the Additional Amount
shall be the Base Rate plus one percent (1%). The applicable basis
for determining the rate of interest shall be selected by Borrower
initially at the time a notice of borrowing is given pursuant to
subsection 2.1(C). For purposes of calculating interest, Revolving
Loans shall be deemed to be predicated first upon the Accounts
Availability portion of the Borrowing Base and then upon the
Additional Amount portion of the Borrowing Base. The basis for
determining the interest rate with respect to any Revolving Loan or a
portion of any Revolving Loan may be changed from time to time
pursuant to subsection 2.2(E). If on any day a Revolving Loan or a
portion of any Revolving Loan is outstanding with respect to which
notice has not been delivered to Lender in accordance with the terms
of this Agreement specifying the basis for determining the rate of
interest, then for that day that Loan or portion thereof shall bear
interest determined by reference to the Base Rate.

After the occurrence and during the continuance of an Event of Default
(i) the Revolving Loans and all other Obligations shall, at Lender's
option Lender, bear interest at a rate per annum equal to two percent
(2.0%) plus the Interest Rate (the "Default Rate"), (ii) each LIBOR
Loan shall automatically convert to a Base Rate Loan at the end of any
applicable Interest Period and (iii) no Revolving Loans may be
converted to LIBOR Loans.

(B) Interest Periods. In connection with each LIBOR
Loan, Borrower shall elect an interest period (each an "Interest
Period") to be applicable to such LIBOR Loan, which Interest Period
shall be either a one, two, three or six month period; provided, that:

(1) the initial Interest Period for any LIBOR
Loan shall commence on the Funding Date of such Loan;

(2) in the case of successive Interest Periods,
each successive Interest Period shall commence on the day on
which the immediately preceding Interest Period expires;

(3) if an Interest Period expiration date is not
a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, that

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<PAGE> 25

if any Interest Period expiration date is not a Business Day
but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the
immediately preceding Business Day;

(4) any Interest Period that begins on the last
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, subject to part (5),
below, end on the last Business Day of a calendar month;

(5) no Interest Period shall extend beyond the
Termination Date; and

(6) there shall be no more than three (3)
Interest Periods relating to LIBOR Loans outstanding at any
time.

(C) Computation and Payment of Interest. Interest on the
Revolving Loans and all other Obligations shall be computed on the
daily principal balance on the basis of a 360 day year for the actual
number of days elapsed in the period during which it accrues. In
computing interest on any Revolving Loan, the date of funding of the
Revolving Loan or the first day of an Interest Period applicable to
such Revolving Loan or, with respect to a Base Rate Loan being
converted from a LIBOR Loan, the date of conversion of such LIBOR Loan
to such Base Rate Loan, shall be included and the date of payment of
such Revolving Loan or the expiration date of an Interest Period
applicable to such LIBOR Loan, or with respect to a Base Rate Loan
being converted to a LIBOR Loan, the date of conversion of such Base
Rate Loan to such LIBOR Loan, shall be excluded; provided, that if a
Revolving Loan is repaid on the same day on which it is made, one
day's interest shall be paid on that Revolving Loan. Interest on Base
Rate Loans and all other Obligations other than LIBOR Loans shall be
payable to Lender monthly in arrears on the first day of each month,
on the date of any prepayment of Revolving Loans and at maturity,
whether by acceleration or otherwise. Interest on LIBOR Loans shall
be payable to Lender on the last day of the applicable Interest Period
for such LIBOR Loan, on the date of any prepayment of the LIBOR Loans,
and at maturity, whether by acceleration or otherwise. In addition,
for each LIBOR Loan having an Interest Period longer than three (3)
months, interest accrued on such LIBOR Loan shall also be payable on
the last day of each three (3) month interval during such Interest
Period.

(D) Interest Laws. Notwithstanding any provision to the
contrary contained in this Agreement or any other Loan Document,
Borrower shall not be required to pay, and Lender shall not be
permitted to collect, any amount of interest in excess of the maximum
amount of interest permitted by law ("Excess Interest"). If any
Excess Interest is provided for or determined by a court of competent
jurisdiction to have been provided for in this Agreement or in any
other Loan Document, then in such event: (1) the provisions of this
subsection shall govern and control; (2) neither

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<PAGE> 26

Borrower nor any Loan Party shall be obligated to pay any Excess
Interest; (3) any Excess Interest that Lender may have received
hereunder shall be, at Lender's option, (a) applied as a credit
against the outstanding principal balance of the Obligations or
accrued and unpaid interest (not to exceed the maximum amount
permitted by law), (b) refunded to the payor thereof, or (c) any
combination of the foregoing; (4) the interest rate(s) provided for
herein shall be automatically reduced to the maximum lawful rate
allowed from time to time under applicable law (the "Maximum Rate"),
and this Agreement and the other Loan Documents shall be deemed to
have been and shall be, reformed and modified to reflect such
reduction; and (5) neither Borrower nor any Loan Party shall have any
action against Lender for any damages arising out of the payment or
collection of any Excess Interest. Notwithstanding the foregoing, if
for any period of time interest on any Obligations is calculated at
the Maximum Rate rather than the applicable rate under this Agreement,
and thereafter such applicable rate becomes less than the Maximum
Rate, the rate of interest payable on such Obligations shall remain at
the Maximum Rate until Lender shall have received the amount of
interest which Lender would have received during such period on such
Obligations had the rate of interest not been limited to the Maximum
Rate during such period.

(E) Conversion or Continuation. Subject to the
provisions of subsection 2.1(C) and 2.2(B), Borrower shall have the
option to (1) convert at any time all or any part of outstanding
Revolving Loans equal to $500,000 and integral multiples of $100,000
in excess of that amount from Base Rate Loans to LIBOR Loans or (2)
upon the expiration of any Interest Period applicable to a LIBOR Loan,
to (a) continue all or any portion of such LIBOR Loan equal to
$500,000 and integral multiplies of $100,000 in excess of that amount
as a LIBOR Loan or (b) convert all or any portion of such LIBOR Loan
to a Base Rate Loan. The succeeding Interest Period(s) of such
continued or converted Revolving Loan commence on the last day of the
Interest Period of the Revolving Loan to be continued or converted;
provided, that no outstanding Revolving Loan may be continued as, or
be converted into, a LIBOR Loan, when any Event of Default or Default
has occurred and is continuing.

Borrower shall deliver a notice of conversion/continuation to
Lender no later than 11:00 a.m. (Chicago time) at least two (2)
Business Days in advance of the proposed conversion/ continuation date
("Notice of Conversion/Continuation"). A Notice of
Conversion/Continuation shall certify: (1) the proposed
conversion/continuation date (which shall be a Business Day); (2) the
amount of the Revolving Loan to be converted/continued; (3) the nature
of the proposed conversion/continuation; (4) in the case of
conversion to, or a continuation of, a LIBOR Loan, the requested
Interest Period; and (5) that no Default or Event of Default has
occurred and is continuing or would result from the proposed
conversion/continuation.

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<PAGE> 27

In lieu of delivering the Notice of Conversion/Continuation,
Borrower may give Lender telephonic notice by the required time of any
proposed conversion/continuation under this subsection 2.2(E);
provided, that such notice shall be promptly confirmed in writing by
delivery of a Notice of Conversion/Continuation to Lender on or before
the proposed conversion/continuation date.

Lender shall not incur any liability to Borrower in acting
upon any telephonic notice referred to above that Lender believes in
good faith to have been given by a duly authorized officer or other
person authorized to act on behalf of Borrower or for otherwise acting
in good faith under this subsection 2.2(E) and upon
conversion/continuation by Lenders in accordance with this Agreement
pursuant to any telephonic notice, Borrower shall have effected such
conversion or continuation, as the case may be, hereunder.

SECTION 2.3 Fees.

(A) Closing Fee. Borrower shall pay to Lender on the
Closing Date a closing fee in the amount of $100,000.

(B) Unused Line Fee. Borrower shall pay to Lender a fee
in an amount equal to the Commitment less the sum of the average daily
balance of the Revolving Loan during the preceding month multiplied by
one-quarter of one percent (0.25%) per annum, such fee to be
calculated on the basis of a 360 day year for the actual number of
days elapsed and to be payable monthly in arrears on the first day of
the first month following the Closing Date and the first day of each
month thereafter.

(C) Prepayment Fees. If Borrower voluntarily prepays the
Obligations in full and terminates the Commitment prior to the
Termination Date, Borrower at the time of prepayment shall pay to
Lender, as compensation for the costs of being prepared to make funds
available to Borrower under this Agreement, and not as a penalty, an
amount determined by multiplying the percentage set forth below by the
Commitment: one percent (1%) upon a prepayment during the first or
second Loan Year and one-half of one percent (0.50%) upon a prepayment
during the period commencing on the first day of the third Loan Year
and ending sixty (60) days prior to the end of the third Loan Year;
provided, that no such prepayment fee shall be payable if Borrower
voluntarily prepays the Obligations in full and terminates the
Commitment solely because (i) Borrower is required to pay additional
amounts to Lender under subsection 2.8 or subsection 2.9(B) or (ii) an
order, judgment or decree of any court, arbitrator or governmental
authority enjoins or restrains, or purports to enjoin or restrain,
Lender from making any Revolving Loan and as a result thereof Lender
will not make any further Revolving Loans to Borrower.

(D) Audit Fees. Borrower agrees to pay Lender an audit
fee for each inspection equal to $650 per auditor per day or any
portion thereof, excluding all full

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<PAGE> 28

days spent by Lender traveling to or from Borrower's locations
together with out-of-pocket expenses; provided, that so long as no
Event of Default exists, Borrower shall not be liable to reimburse
Lender for more than three audits in any Loan Year.

(E) Other Fees and Expenses. Borrower shall pay to
Lender, for its own account, all charges for returned items and all
other bank charges incurred by Lender, as well as Lender's standard
wire transfer charges for each wire transfer made under this
Agreement.

(F) Success Fee. Borrower shall pay to Lender a fee (the
"Success Fee") in an amount equal $100,000, payable upon the earlier
of the first anniversary of the date hereof and the termination of
this Agreement.

SECTION 2.4 Payments and Prepayments.

(A) Manner and Time of Payment. In its sole discretion,
Lender may charge interest and other amounts payable hereunder to the
Revolving Loan, all as set forth on Lender's books and records. If
Lender elects to bill Borrower for any amount due hereunder, such
amount shall be immediately due and payable with interest thereon as
provided herein. All payments made by Borrower with respect to the
Obligations shall be made without deduction, defense, setoff or
counterclaim. All payments to Lender hereunder shall, unless
otherwise directed by Lender, be made in accordance with subsection
5.6. Proceeds remitted to Lender's Account shall be credited to the
Obligations on the Business Day that such proceeds constitute
immediately available funds in Lender's Account; provided, however,
for the purpose of calculating interest on the Obligations, such funds
shall be deemed credited on the first Business Day thereafter.

(B) Mandatory Prepayments.

(1) Overadvance. At any time that the principal
balance of the Revolving Loan exceeds the Maximum Revolving
Loan Amount, Borrower shall, upon demand by Lender,
immediately repay the Revolving Loan to the extent necessary
to reduce the principal balance to an amount that is equal to
or less than the Maximum Revolving Loan Amount.

(2) Proceeds of Asset Dispositions. Immediately
upon receipt by Borrower or any of its Subsidiaries of
proceeds of any Asset Disposition (in one or a series of
related transactions), which proceeds exceed $100,000 (it
being understood that if the proceeds exceed $100,000, the
entire amount and not just the portion above $100,000 shall be
subject to this subsection 2.4(B)(2)), Borrower shall prepay
the Obligations in an amount equal to such proceeds.

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<PAGE> 29

(C) Voluntary Prepayments and Repayments. Borrower's
Obligations may be prepaid or repaid in full and in part. Borrower
may, at any time upon not less than three Business Days' prior notice
to Lender, terminate the Commitment.

(D) Payments on Business Days. Whenever any payment to
be made hereunder shall be stated to be due on a day that is not a
Business Day, the payment may be made on the next succeeding Business
Day and such extension of time shall be included in the computation of
the amount of interest or fees due hereunder.

SECTION 2.5 Term of this Agreement.

This Agreement shall be effective until the third anniversary
of the date hereof (the "Original Term") and shall automatically renew from
year to year thereafter (each such year a "Renewal Term") unless terminated by
either party giving the other not less than sixty (60) days prior written
notice of its intention to terminate at the end of the Original Term or at the
end of any Renewal Term (the "Termination Date"). The Commitment shall (unless
earlier terminated) terminate upon the earlier of (i) the occurrence of an
event specified in subsection 8.3 or (ii) the Termination Date. Upon
termination in accordance with subsection 8.3 or on the Termination Date, all
Obligations shall become immediately due and payable without notice or demand.
Notwithstanding any termination, until all Obligations have been fully paid and
satisfied, Lender shall be entitled to retain security interests in and liens
upon all Collateral, and even after payment of all Obligations hereunder,
Borrower's obligation to indemnify Lender in accordance with the terms hereof
shall continue.

SECTION 2.6 Statements.

Lender shall render a monthly statement of account to Borrower
within twenty (20) days after the end of each month. Such statement of account
shall constitute an account stated unless Borrower makes written objection
thereto within sixty (60) days from the date such statement is mailed to
Borrower. Borrower promises to pay all of its Obligations as such amounts
become due or are declared due pursuant to the terms of this Agreement.

SECTION 2.7 Grant of Security Interest.

To secure the payment and performance of the Obligations,
including all renewals, extensions, restructurings and refinancings of any or
all of the Obligations, Borrower hereby grants to Lender a continuing security
interest, lien and mortgage in and to all right, title and interest of Borrower
in the following property of Borrower, whether now owned or existing or
hereafter acquired or arising and regardless of where located (all being
collectively referred to as the "Collateral"): (A) Accounts, and all guaranties
and security therefor, and all goods and rights represented thereby or arising
therefrom including the right of stoppage in transit, replevin and reclamation;
(B) general intangibles (as defined in the UCC); (C) investment property (as
defined in the UCC); (D) documents (as defined in the UCC) or other receipts
covering, evidencing or representing goods; (E) instruments (as defined in the
UCC); (F) chattel paper (as defined in the UCC); (G) Intellectual Property; (H)
Equipment; (I) Inventory;

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<PAGE> 30

(J) all deposit accounts of Borrower maintained with any bank or financial
institution; (K) all cash and other monies and property of Borrower in the
possession or under the control of Lender or any participant; (L) all books,
records, ledger cards, files, correspondence, computer programs, tapes, disks
and related data processing software that at any time evidence or contain
information relating to any of the property described above or are otherwise
necessary or helpful in the collection thereof or realization thereon; and (M)
proceeds of all or any of the property described above, including, without
limitation, the proceeds of any insurance policies covering any of the above
described property; provided, that Lender shall not have a security interest in
any Equipment existing on the date hereof that, as of the date hereof, is
subject to an effective Lien listed on Schedule 1.1(A) (the Lien in favor of
Barnett Bank of South Florida, N.A. evidenced by File Number 900000216132, the
Lien in favor of NationsBank evidenced by File Number 930000210415 and File
Number 93R499767, and the Lien in favor of the Department of Revenue of the
State of Florida evidenced by Warrant Number 285994 shall not be deemed to be
an effective Lien); provided, further, that so long as no Event of Default then
exists, (i) Lender shall release its security interest in any item of Equipment
acquired after the date hereof at such time as Borrower finances such Equipment
under a Capital Lease or a purchase money financing permitted under subsection
7.1(b) but only if such Capital Lease or purchase money financing is
consummated within ninety (90) days of the date such Equipment was acquired by
Borrower, and (ii) Lender shall release its security interest in all of the
Equipment upon the earlier of (x) the consummation of an IPO and (y) the date
the Additional Amount is reduced to zero.

SECTION 2.8 Capital Adequacy and Other Adjustments.

In the event Lender shall have determined that the adoption
after the date hereof of any law, treaty, governmental (or quasi-governmental)
rule, regulation, guideline or order regarding capital adequacy, reserve
requirements or similar requirements or compliance by Lender or any corporation
controlling Lender with any request or directive regarding capital adequacy,
reserve requirements or similar requirements (whether or not having the force
of law and whether or not failure to comply therewith would be unlawful) from
any central bank or governmental agency or body having jurisdiction does or
shall have the effect of increasing the amount of capital, reserves or other
funds required to be maintained by Lender or any corporation controlling Lender
and thereby reducing the rate of return on Lender's or such corporation's
capital as a consequence of its obligations hereunder, then Borrower shall from
time to time within fifteen (15) days after notice and demand from Lender
(together with the certificate referred to in the next sentence) pay to Lender
additional amounts sufficient to compensate such Lender for such reduction. A
certificate as to the amount of such cost and showing the basis of the
computation of such cost submitted by Lender to Borrower shall, absent manifest
error, be final, conclusive and binding for all purposes.

SECTION 2.9 Taxes.

(A) No Deductions. Any and all payments or
reimbursements made hereunder shall be made free and clear of and
without deduction for any and all taxes,

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<PAGE> 31

levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto; excluding, however, the following:
franchise taxes or taxes imposed on the net income, capital, net worth
or assets of Lender by the jurisdiction under the laws of which Lender
is organized or doing business or any political subdivision thereof
and taxes imposed on its net income, capital, net worth or assets by
the jurisdiction of Lender's applicable lending office or any
political subdivision thereof (all such taxes, levies, imposts,
deductions, charges or withholdings and all liabilities with respect
thereto excluding such franchise taxes and taxes imposed on net
income, capital, net worth or assets, herein "Tax Liabilities"). If
Borrower shall be required by law to deduct any such Tax Liabilities
from or in respect of any sum payable hereunder to Lender, then the
sum payable hereunder shall be increased as may be necessary so that,
after making all required deductions, Lender receives an amount equal
to the sum it would have received had no such deductions been made.

(B) Changes in Tax Laws. In the event that, subsequent
to the Closing Date, (i) any changes in any existing law, regulation,
treaty or directive or in the interpretation or application thereof,
(ii) any new law, regulation, treaty or directive enacted or any
interpretation or application thereof, or (iii) compliance by Lender
with any request or directive (whether or not having the force of law)
from any governmental authority, agency or instrumentality:

(1) does or shall subject Lender to any tax of
any kind whatsoever with respect to this Agreement, the other
Loan Documents or any Revolving Loans made, or change the
basis of taxation of payments to Lender of principal, fees,
interest or any other amount payable hereunder (except for net
income taxes, or franchise taxes imposed in lieu of net income
taxes, imposed generally by federal, state or local taxing
authorities with respect to interest or commitment or other
fees payable hereunder or changes in the rate of tax on the
overall net income of Lender); or

(2) does or shall impose on Lender any other
condition or increased cost in connection with the
transactions contemplated hereby or participations herein;

and the result of any of the foregoing is to increase the cost to
Lender of making or continuing any Revolving Loan hereunder, as the
case may be, or to reduce any amount receivable hereunder, then, in
any such case, Borrower shall promptly pay to Lender, upon its demand,
any additional amounts necessary to compensate Lender, on an after-tax
basis, for such additional cost or reduced amount receivable, as
determined by Lender with respect to this Agreement or the other Loan
Documents. If Lender becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify Borrower of the
event by reason of which Lender has become so entitled. A certificate
as to any additional amounts payable pursuant to

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<PAGE> 32

the foregoing sentence submitted by Lender to Borrower shall, absent
manifest error, be final, conclusive and binding for all purposes.

SECTION 2.10 Required Termination and Prepayment.

If on any date any Lender shall have reasonably determined
(which determination shall be final and conclusive and binding upon all
parties) that the making or continuation of its LIBOR Loans has become unlawful
or impossible by compliance by Lender in good faith with any law, governmental
rule, regulation or order (whether or not having the force of law and whether
or not failure to comply therewith would be unlawful), then, and in any such
event, that Lender shall promptly give notice (by telephone confirmed in
writing) to Borrower of that determination. Subject to prior withdrawal of a
Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of
LIBOR Loans as contemplated by the subsection 2.11, the obligation of Lender to
make or maintain its LIBOR Loans during any such period shall be terminated at
the earlier of the termination of the Interest Period then in effect or when
required by law and Borrower shall no later than the termination of the
Interest Period in effect at the time any such determination pursuant to this
subsection 2.10 is made or, earlier when required by law, repay or prepay LIBOR
Loans together with all interest accrued thereon or convert LIBOR Loans to Base
Rate Loans.

SECTION 2.11 Compensation.

Borrower shall compensate Lender, upon written request by
Lender (which request shall set forth in reasonable detail the basis for
requesting such amounts and which shall, absent manifest error, be conclusive
and binding upon all parties hereto), for all reasonable losses, expenses and
liabilities (including, without limitation, any loss (including interest paid)
sustained by Lender in connection with the re-employment of such funds), Lender
may sustain: (i) if for any reason (other than a default by Lender) a
borrowing of any LIBOR Loan does not occur on a date specified therefor in a
Notice of Borrowing, a Notice of Conversion/Continuation or a telephonic
request for borrowing or Conversion/Continuation; (ii) if any prepayment of any
of its LIBOR Loans occurs on a date that is not the last day of an Interest
Period applicable to that LIBOR Loan other than a prepayment required by Lender
under subsection 2.10; (iii) if any prepayment of any of its LIBOR Loans is not
made on any date specified in a notice of prepayment given by Borrower; or (iv)
as a consequence of any other default by Borrower to repay its LIBOR Loans when
required by the terms of this Agreement; provided, that during the period while
any such amounts have not been paid, Lender may reserve an equal amount from
amounts otherwise available to be borrowed under the Revolving Loan.

SECTION 2.12 Booking of LIBOR Loans.

Lender may make, carry or transfer LIBOR Loans at, to, or for
the account of, any of its branch offices or the office of an Affiliate of
Lender.

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SECTION 2.13 Assumptions Concerning Funding of LIBOR
Loans.

Calculation of all amounts payable to Lender under subsection
2.11 shall be made as though Lender had actually funded its relevant LIBOR Loan
through the purchase of a LIBOR deposit bearing interest at LIBOR in an amount
equal to the amount of that LIBOR Loan and having maturity comparable to the
relevant Interest Period and through the transfer of such LIBOR deposit from an
offshore office to a domestic office in the United States of America; provided,
however, that Lender may fund each of its LIBOR Loans in any manner it sees fit
and the foregoing assumption shall be utilized only for the calculation of
amounts payable under subsection 2.11.

SECTION 3. CONDITIONS TO REVOLVING LOANS

SECTION 3.1 Conditions to Revolving Loans.

The obligations of Lender to make Revolving Loans on the
Closing Date and on each Funding Date are subject to satisfaction of all of the
conditions set forth below.

(A) Closing Deliveries. Lender shall have received, in
form and substance satisfactory to Lender, all documents, instruments
and information identified on Schedule 3.1(A) and all other
agreements, notes, certificates, orders, authorizations, financing
statements, mortgages and other documents which Lender may at any time
reasonably request.

(B) Security Interests. Lender shall have received
satisfactory evidence that all security interests and liens granted to
Lender pursuant to this Agreement or the other Loan Documents have
been duly perfected and constitute first priority liens on the
Collateral, subject only to Permitted Encumbrances.

(C) Closing Date Availability. After giving effect to
the consummation of the transactions contemplated hereunder on the
Closing Date and the payment by Borrower of all costs, fees and
expenses relating thereto, the Maximum Revolving Loan Amount on the
Closing Date shall exceed the principal balance of the Revolving Loans
by at least $2,000,000.

(D) Representations and Warranties. The representations
and warranties contained herein and in the Loan Documents shall be
true, correct and complete in all material respects on and as of that
Funding Date to the same extent as though made on and as of that date,
except for any representation or warranty limited by its terms to a
specific date and taking into account any amendments to the Schedules
or Exhibits as a result of any disclosures made by Borrower to Lender
after the Closing Date and approved by Lender.

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(E) Fees. With respect to Revolving Loans to be made on
the Closing Date, Borrower shall have paid the fees payable on the
Closing Date referred to in subsection 2.3(A).

(F) No Default. No event shall have occurred and be
continuing or would result from the consummation of the requested
borrowing that would constitute an Event of Default or a Default.

(G) Performance of Agreements. Each Loan Party shall
have performed in all material respects all agreements and satisfied
all conditions which any Loan Document provides shall be performed by
it on or before that Funding Date.

(H) No Prohibition. No order, judgment or decree of any
court, arbitrator or governmental authority shall purport to enjoin or
restrain Lender from making any Revolving Loans.

(I) No Litigation. There shall not be pending or, to the
knowledge of Borrower, threatened, any action, charge, claim, demand,
suit, proceeding, petition, governmental investigation or arbitration
by, against or affecting Borrower or any of its Subsidiaries or any
property of Borrower or any of its Subsidiaries that has not been
disclosed by Borrower in writing, and there shall have occurred no
development in any such action, charge, claim, demand, suit,
proceeding, petition, governmental investigation or arbitration that,
in the opinion of Lender, would reasonably be expected to have a
Material Adverse Effect.

SECTION 4. BORROWER'S REPRESENTATIONS AND WARRANTIES

To induce Lender to enter into this Agreement, and to make
Revolving Loans, Borrower represents and warrants to Lender that the following
statements are and will be true, correct and complete:

SECTION 4.1 Organization, Powers, Capitalization.

(A) Organization and Powers. Each of Borrower and its
Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation and
qualified to do business in all states where such qualification is
required except where failure to be so qualified could not be
reasonably expected to have a Material Adverse Effect. Each of
Borrower and its Subsidiaries has all requisite corporate power and
authority to own and operate its properties, to carry on its business
as now conducted and proposed to be conducted and to enter into each
Loan Document.

(B) Capitalization. The authorized capital stock of each
of Borrower and its Subsidiaries is as set forth on Schedule 4.1(B).
All issued and outstanding

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shares of capital stock of each of Borrower and its Subsidiaries are
duly authorized and validly issued, fully paid, nonassessable, free
and clear of all Liens (other than Liens existing on the date hereof
and granted by one shareholder in favor of another shareholder) and
such shares were issued in compliance with all applicable state and
federal laws concerning the issuance of securities. The capital stock
of each of Borrower and its Subsidiaries is owned by the stockholders
and in the amounts set forth on Schedule 4.1(B). No shares of the
capital stock of Borrower or any of its Subsidiaries, other than those
described above, are issued and outstanding. Except for repurchase
and right of first refusal rights among shareholders and except in
connection with an IPO, there are no preemptive or other outstanding
rights, options, warrants, conversion rights or similar agreements or
understandings for the purchase or acquisition from Borrower or any of
its Subsidiaries, of any shares of capital stock or other securities
of any such entity.

SECTION 4.2 Authorization of Borrowing, No Conflict.

Borrower has the corporate power and authority to incur the
Obligations and to grant security interests in the Collateral. On the Closing
Date, the execution, delivery and performance of the Loan Documents by each
Loan Party signatory thereto will have been duly authorized by all necessary
corporate and shareholder action. The execution, delivery and performance by
each Loan Party of each Loan Document to which it is a party and the
consummation of the transactions contemplated by this Agreement and the other
Loan Documents by each Loan Party do not contravene and will not be in
contravention of any applicable law, the corporate charter or bylaws of any
Loan Party or any agreement or order by which any Loan Party or any Loan
Party's property is bound. This Agreement is, and the other Loan Documents,
when executed and delivered will be, the legally valid and binding obligations
of the applicable Loan Parties respectively, each enforceable against the Loan
Parties, as applicable, in accordance with their respective terms, except as
limited by applicable bankruptcy, reorganization, insolvency or similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity.

SECTION 4.3 Financial Condition.

All financial statements concerning Borrower and its
Subsidiaries which have been or will hereafter be furnished by Borrower and its
Subsidiaries to Lender pursuant to this Agreement have been or will be prepared
in accordance with GAAP consistently applied throughout the periods involved
(except as disclosed therein) and do or will present fairly in all material
respects the financial condition of the corporations covered thereby as at the
dates thereof and the results of their operations for the periods then ended.
The Projections delivered and to be delivered by Borrower represent and will
represent the good faith estimate of Borrower and its senior management
concerning the most probable course of its business as of the date such
Projections are prepared and delivered.

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SECTION 4.4 Indebtedness and Liabilities.

As of the Closing Date, neither Borrower nor any of its
Subsidiaries has (a) any Indebtedness except as reflected on Schedule 4.4; or
(b) any Liabilities other than as reflected on the last financial statements
delivered by Borrower to Lender or incurred in the ordinary course of business
of Borrower after the date of such financial statements.

SECTION 4.5 Account Warranties.

Borrower represents, warrants and covenants as to each Account
that, at the time of its creation, the Account is a valid, bona fide account,
representing an undisputed indebtedness incurred by the named account debtor
for goods actually sold and delivered or for services completely rendered or
otherwise in accordance with the agreements governing the same; there are no
setoffs, offsets or counterclaims, genuine or otherwise, against the Account;
the Account does not represent a sale to an Affiliate or a consignment, sale or
return or a bill and hold transaction; no agreement exists permitting any
deduction or discount (other than the discount stated on the invoice); Borrower
is the lawful owner of the Account and has the right to assign the same to
Lender; the Account is free of all security interests, liens and encumbrances
other than those in favor of Lender, and the Account is due and payable in
accordance with its terms.

SECTION 4.6 Names.

Schedule 4.6 sets forth all names, tradenames, fictitious
names and business names under which Borrower currently conducts business or
has at any time during the past five years conducted business.

SECTION 4.7 Locations; FEIN.

Schedule 4.7 sets forth the location of Borrower's principal
place of business, the location of Borrower's books and records, the location
of all other offices of Borrower and all Collateral and its other property
locations, and such locations are Borrower's sole locations for its business
and the Collateral and its other property. Borrower's federal employer
identification number is set forth on the signature page hereof.

SECTION 4.8 Title to Properties; Liens.

Borrower and each of its Subsidiaries has good, sufficient and
legal title, subject to Permitted Encumbrances, to all its respective
properties and assets. Except for Permitted Encumbrances, all such properties
and assets are free and clear of Liens. To the best knowledge of Borrower
after due inquiry, there are no actual, threatened or alleged defaults with
respect to any leases of real property under which Borrower or any of its
Subsidiaries is lessee or lessor which would have a Material Adverse Effect.

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SECTION 4.9 Litigation; Adverse Facts.

Except as described on Schedule 4.9, there are no judgments
outstanding against Borrower or any of its Subsidiaries or affecting any
property of Borrower or any of its Subsidiaries nor is there any action,
charge, claim, demand, suit, proceeding, petition, governmental investigation
or arbitration now pending or, to the best knowledge of Borrower after due
inquiry, threatened against or affecting Borrower or any of its Subsidiaries or
any property of Borrower or any of its Subsidiaries which could reasonably be
expected to result in any Material Adverse Effect. Neither Borrower nor any of
its Subsidiaries has received any opinion or memorandum or legal advice from
legal counsel to the effect that it is exposed to any liability which could
reasonably be expected to result in any Material Adverse Effect.

SECTION 4.10 Payment of Taxes.

All material tax returns and reports of Borrower and each of
its Subsidiaries required to be filed by any of them have been timely filed,
and all taxes, assessments, fees and other governmental charges upon such
Persons and upon their respective properties, assets, income and franchises
which are shown on such returns as due and payable have been paid when due and
payable. As of the Closing Date, none of the United States income tax returns
of Borrower or any of its Subsidiaries are under audit. No tax liens have been
filed and no claims (except as otherwise permitted by Section 5.9) are being
asserted with respect to any such taxes. The charges, accruals and reserves on
the books of Borrower and each of its Subsidiaries in respect of any taxes or
other governmental charges are in accordance with GAAP.

SECTION 4.11 Performance of Agreements.

Neither Borrower nor any of its Subsidiaries is in default in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any contractual obligation of any such Person which
would have a Material Adverse Effect, and no condition exists that, with the
giving of notice or the lapse of time or both, would constitute such a default
which would have a Material Adverse Effect.

SECTION 4.12 Employee Benefit Plans.

Borrower, each of its Subsidiaries and each ERISA Affiliate is
in compliance in all material respects with all applicable provisions of ERISA,
the IRC and all other applicable laws and the regulations and interpretations
thereof with respect to all Employee Benefit Plans. No material liability has
been incurred by Borrower, any of its Subsidiaries or any ERISA Affiliate which
remains unsatisfied for any funding obligation, taxes or penalties with respect
to any Employee Benefit Plan.

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SECTION 4.13 Intellectual Property.

Borrower and each of its Subsidiaries owns, is licensed to use
or otherwise has the right to use, all Intellectual Property used in or
necessary for the conduct of its business as currently conducted, and all such
Intellectual Property is identified on Schedule 4.13.

SECTION 4.14 Broker's Fees.

No broker's or finder's fee or commission will be payable with
respect to any of the transactions contemplated hereby.

SECTION 4.15 Environmental Compliance.

Each of Borrower and its Subsidiaries has been and is
currently in compliance with all applicable Environmental Laws, including
obtaining and maintaining in effect all permits, licenses or other
authorizations required by applicable Environmental Laws. There are no claims,
liabilities, investigations, litigation, administrative proceedings, whether
pending or threatened, or judgments or orders relating to any Hazardous
Materials asserted or threatened against Borrower or any of its Subsidiaries or
relating to any real property currently or formerly owned, leased or operated
by Borrower or any of its Subsidiaries.

SECTION 4.16 Solvency.

As of and from and after the date of this Agreement, Borrower:
(a) owns and will own assets the fair salable value of which are (i) greater
than the total amount of its liabilities (including contingent liabilities) and
(ii) greater than the amount that will be required to pay the probable
liabilities of Borrower as they mature; (b) has capital that is not
unreasonably small in relation to its business as presently conducted or any
contemplated or undertaken transaction; and (c) does not intend to incur and
does not believe that it will incur debts beyond its ability to pay such debts
as they become due. There is no material fact known to Borrower that has or
could have a Material Adverse Effect and that has not been fully disclosed
herein or in such other documents, certificates and statements furnished to
Lender for use in connection with the transactions contemplated hereby.

SECTION 4.17 Disclosure.

No representation or warranty of Borrower, any of its
Subsidiaries or any other Loan Party contained in this Agreement, the financial
statements, the other Loan Documents, or any other document, certificate or
written statement furnished to Lender by or on behalf of any such Person for
use in connection with the Loan Documents contains any untrue statement of a
material fact or omitted, omits or will omit to state a material fact necessary
in order to make the statements contained herein or therein not materially
misleading in light of the circumstances in which the same were made. The
Projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions believed by such Persons to be
reasonable at the time made, it being recognized by Lender that

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such projections as to future events are not to be viewed as facts and that
actual results during the period or periods covered by any such projections may
differ from the projected results. There is no material fact known to Borrower
that has had or will have a Material Adverse Effect and that has not been
disclosed herein or in such other documents, certificates and statements
furnished to Lender for use in connection with the transactions contemplated
hereby.

SECTION 4.18 Insurance.

Borrower and each of its Subsidiaries maintains adequate
insurance policies for public liability, property damage for its business and
properties, product liability, and business interruption, no notice of
cancellation has been received with respect to such policies and Borrower and
each of its Subsidiaries is in compliance with all conditions contained in such
policies.

SECTION 4.19 Compliance with Laws.

Neither Borrower nor any of its Subsidiaries is in violation
of any law, ordinance, rule, regulation, order, policy, guideline or other
requirement of any domestic or foreign government or any instrumentality or
agency thereof, having jurisdiction over the conduct of its business or the
ownership of its properties, including, without limitation, any violation
relating to any use, release, storage, transport or disposal of any Hazardous
Material, which violation would subject Borrower or any of its Subsidiaries, or
any of their respective officers to criminal liability or have a Material
Adverse Effect and no such violation has been alleged.

SECTION 4.20 Bank Accounts.

Schedule 4.20 sets forth the account numbers and locations of
all bank accounts of Borrower and its Subsidiaries.

SECTION 4.21 Subsidiaries.

Borrower has no Subsidiaries other than as set forth on
Schedule 4.21.

SECTION 4.22 Employee Matters.

Except as set forth on Schedule 4.22, (a) neither Borrower nor
any of its Subsidiaries nor any of Borrower's or its Subsidiaries' employees is
subject to any collective bargaining agreement, (b) no petition for
certification or union election is pending with respect to the employees of
Borrower or any of its Subsidiaries and no union or collective bargaining unit
has sought such certification or recognition with respect to the employees of
Borrower or any of its Subsidiaries and (c) there are no strikes, slowdowns,
work stoppages or controversies pending or, to the best knowledge of Borrower
after due inquiry, threatened between Borrower or any of its Subsidiaries and
its respective employees, other than employee grievances arising in the
ordinary course of business which could reasonably be expected to have, either

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individually or in the aggregate, a Material Adverse Effect. Except as set
forth on Schedule 4.22, neither Borrower nor any of its Subsidiaries is subject
to an employment contract.

SECTION 4.23 Governmental Regulation.

Neither Borrower nor any of its Subsidiaries is, or after
giving effect to any loan will be, subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act or the Investment
Company Act of 1940 or to any federal or state statute or regulation limiting
its ability to incur indebtedness for borrowed money. Borrower may, at any
time and from time to time and subject to subsection 5.13, amend any one or
more of the Schedules referred in this Section 4 and any representation or
warranty contained herein which refers to any such Schedule shall from and
after the date of any such amendment refer to such Schedule as so amended,
provided, however, that in no event may the Borrower amend any such Schedule if
such amendment would reflect or evidence a Default or Event of Default.

SECTION 5. AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, so long as the Commitment
hereunder shall be in effect and until payment in full of all Obligations,
unless Lender shall otherwise give its prior written consent, Borrower shall
perform, and shall cause each of its Subsidiaries to perform, all covenants in
this Section 5 applicable to such Person.

SECTION 5.1 Financial Statements and Other Reports.

Borrower will maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in accordance
with sound business practices to permit preparation of financial statements in
conformity with GAAP. Borrower will deliver to Lender the financial statements
and other reports described below.

(A) Monthly Financials. As soon as available and in any
event within thirty (30) days after the end of each month, Borrower
will deliver (1) the consolidated and consolidating balance sheet of
Borrower and its Subsidiaries as at the end of such month and the
related consolidated and consolidating statements of income,
stockholders' equity and cash flow for such month and for the period
from the beginning of the then current Fiscal Year to the end of such
month, and (2) a schedule of the outstanding Indebtedness for borrowed
money of Borrower and its Subsidiaries describing in reasonable detail
each such debt issue or loan outstanding and the principal amount and
amount of accrued and unpaid interest with respect to each such debt
issue or loan.

(B) Quarterly Financials. As soon as available and in
any event within sixty (60) days after the end of each quarter of a
Fiscal Year, Borrower will deliver

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the consolidated and consolidating balance sheet of Borrower and its
Subsidiaries as at the end of such period and the related consolidated
and consolidating statements of income, stockholders' equity and cash
flow for such quarter of a Fiscal Year and for the period from the
beginning of the then current Fiscal Year to the end of such quarter
of a Fiscal Year.

(C) Year-End Financials. As soon as available and in any
event within ninety (90) days after the end of each Fiscal Year,
Borrower will deliver: (1) the consolidated balance sheet of Borrower
and its Subsidiaries as at the end of such year and the related
consolidated statements of income, stockholders' equity and cash flow
for such Fiscal Year; (2) a schedule of the outstanding Indebtedness
of Borrower and its Subsidiaries describing in reasonable detail each
such debt issue or loan outstanding and the principal amount and
amount of accrued and unpaid interest with respect to each such debt
issue or loan; and (3) a report with respect to the financial
statements from a firm of independent certified public accountants
selected by Borrower, and acceptable to Lender, which report shall be
unqualified as to going concern and scope of audit of Borrower and its
Subsidiaries and shall state that (a) such consolidated financial
statements present fairly the consolidated financial position of
Borrower and its Subsidiaries as at the dates indicated and the
results of their operations and cash flow for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years
and (b) that the examination by such accountants in connection with
such consolidated financial statements has been made in accordance
with generally accepted auditing standards ; and (4) copies of the
consolidating financial statements of Borrower and its Subsidiaries,
including (a) consolidating balance sheets of Borrower and its
Subsidiaries as at the end of such Fiscal Year showing intercompany
eliminations and (b) related consolidating statements of earnings of
Borrower and its Subsidiaries showing intercompany eliminations.

(D) Accountants' Certification and Reports. Together
with each delivery of consolidated financial statements of Borrower
and its Subsidiaries pursuant to subsection 5.1(C), Borrower will
deliver (1) a written statement by its independent certified public
accountants (a) stating that the examination has included a review of
the terms of this Agreement as same relate to accounting matters and
(b) stating whether, in connection with the examination, any condition
or event that constitutes a Default or an Event of Default has come to
their attention and, if such a condition or event has come to their
attention, specifying the nature and period of existence thereof and
(2) a letter addressed to Lender from such accountants stating that
such accountants have been informed that a primary intent of Borrower
was to have the professional services such accountants provided to
Borrower in preparing their audit report and the letter referred to in
this subsection 5.1(D) benefit or influence Lender, and identifying
Lender as a party that Borrower has indicated intends to rely on such
professional services provided to Borrower by such accountants.
Promptly upon receipt thereof, Borrower will deliver copies of all

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<PAGE> 42

significant reports submitted to Borrower by independent public
accountants in connection with each annual, interim or special audit
of the financial statements of Borrower made by such accountants,
including the comment letter submitted by such accountants to
management in connection with their annual audit.

(E) Compliance Certificate. Together with the delivery
of each set of financial statements referenced in subparts (A), (B)
and (C) of this subsection 5.1, Borrower will deliver to Lender a
Compliance Certificate, together with copies of the calculations and
work-up employed to determine Borrower's compliance or noncompliance
with the financial covenants set forth in Section 6.

(F) Borrowing Base Certificates, Registers and Journals;
Monitoring Reports. Within four (4) Business Days following the end
of each week, Borrower shall deliver to Lender (1) a Borrowing Base
Certificate updated to reflect the most recent sales and collections
of Borrower and an assignment schedule of all Accounts created by
Borrower during the prior week, (2) a "P&L Report", in summary and
detail form, updated to reflect changes from the prior week, (3) a
cash receipts journal, and (4) an accounts receivable aging; and not
later than thirty (30) days after the end of each month, Borrower
shall deliver to Lender the monthly monitoring reports with respect to
the Specified Contracts delivered or to be delivered to AT&T Corp.

(G) Reconciliation Reports and Listings and Agings. On
the Closing Date and within fifteen (15) Business Days after the last
day of each month and from time to time upon the request of Lender,
Borrower will deliver to Lender (1) an aged trial balance of all then
existing Accounts, (2) a Reconciliation Report as at the last day of
such period, (3) a trial balance of all then existing accounts
payable, (4) a roll forward of the general ledger, (5) a
reconciliation of the actual telemarketing services to the estimate
for such telemarketing services, (6) a reconciliation of the actual
Unbilled Eligible Accounts arising from non-telemarketing services to
the estimate for such non-telemarketing services, and (7) a detail of
accruals for the "A/R Exchange" account; and on the first day of each
month, Borrower will deliver to Lender an estimate of the Unbilled
Eligible Accounts arising from non-telemarketing services for such
month. All such reports shall be in form and substance satisfactory
to Lender.

(H) Management Report. Together with each delivery of
financial statements of Borrower and its Subsidiaries pursuant to
subdivisions (B) and (C) of this subsection 5.1, Borrower will deliver
a management report: (1) describing the operations and financial
condition of Borrower and its Subsidiaries for the quarter then ended
and the portion of the current Fiscal Year then elapsed (or for the
Fiscal Year then ended in the case of year-end financials); (2)
setting forth in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year and the
corresponding figures from the most recent Projections for the current

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<PAGE> 43

Fiscal Year delivered to Lender pursuant to 5.1(P); and (3) discussing
the reasons for any significant variations. Notwithstanding the
foregoing, the foregoing reports shall not be required if an IPO
occurs on or before July 31, 1996. Upon consummation of an IPO,
Borrower shall deliver to Lender Borrower's quarterly reports on Form
10-Q and annual reports on Form 10-K in lieu of the foregoing
management reports. The information above shall be presented in
reasonable detail and shall be certified by the chief financial
officer of Borrower to the effect that such information fairly
presents the results of operations and financial condition of Borrower
and its Subsidiaries as at the dates and for the periods indicated.

(I) Intentionally Omitted.

(J) Government Notices. Borrower will deliver to Lender
promptly after receipt copies of all notices, requests, subpoenas,
inquiries or other writings received from any governmental agency
concerning any Employee Benefit Plan, the violation or alleged
violation of any Environmental Laws, the storage, use or disposal of
any Hazardous Material, the violation or alleged violation of the Fair
Labor Standards Act or Borrower's payment or non-payment of any taxes
including any tax audit.

(K) Events of Default, etc. Promptly upon any officer of
Borrower obtaining knowledge of any of the following events or
conditions, Borrower shall deliver a certificate of Borrower's chief
executive officer specifying the nature and period of existence of
such condition or event and what action Borrower has taken, is taking
and proposes to take with respect thereto: (1) any condition or event
that constitutes an Event of Default or Default; (2) any notice of
default that any Person has given to Borrower or any of its
Subsidiaries or any other action taken with respect to a claimed
default; or (3) any Material Adverse Effect.

(L) Trade Names. Borrower and each of its Subsidiaries
will give Lender at least five (5) days advance written notice of any
change of name or of any new trade name or fictitious business name.
Borrower's use of any trade name or fictitious business name will be
in compliance with all laws regarding the use of such names.

(M) Locations. Borrower will give Lender at least thirty
(30) days advance written notice of any change in Borrower's principal
place of business or any change in the location of its books and
records or the Collateral or its other property or of any new location
for its books and records or the Collateral or its other property.

(N) Bank Accounts. Borrower will give Lender prompt
notice of any new bank accounts Borrower or any of its Subsidiaries
intends to establish prior to its their opening same.

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<PAGE> 44

(O) Litigation. Promptly upon any officer of Borrower or
its subsidiaries obtaining knowledge of (1) the institution of any
action, suit, proceeding, governmental investigation or arbitration
against or affecting Borrower or any of its Subsidiaries or any
property of Borrower or any of its Subsidiaries not previously
disclosed by Borrower to Lender or (2) any material development in any
action, suit, proceeding, governmental investigation or arbitration at
any time pending against or affecting Borrower or any of its
Subsidiaries or any property of any Borrower or any of its
Subsidiaries which is reasonably likely to have a Material Adverse
Effect, Borrower will promptly give notice thereof to Lender and
provide such other information as may be reasonably available to them
to enable Lender and its counsel to evaluate such matter.

(P) Projections. As soon as available and in any event
no later than the end of each Fiscal Year of Borrower, Borrower will
deliver consolidated Projections of Borrower and its Subsidiaries for
the forthcoming two Fiscal Years, year by year, and for the
forthcoming Fiscal Year, month by month.

(Q) Other Indebtedness Notices. Borrower shall promptly
deliver copies of all notices given or received by Borrower and any of
its Subsidiaries with respect to noncompliance with any term or
condition related to any Indebtedness, and shall promptly notify
Lender of any potential or actual event of default with respect to any
Indebtedness.

(R) Other Information. With reasonable promptness,
Borrower will deliver such other information and data with respect to
any Loan Party, any Subsidiary of any Loan Party or the Collateral as
Lender may reasonably request from time to time.

SECTION 5.2 Access to Accountants.

Borrower authorizes Lender to discuss the financial condition
and financial statements of Borrower and its Subsidiaries with Borrower's
independent public accountants upon reasonable notice to Borrower of its
intention to do so, and authorizes such accountants to respond to all of
Lender's inquiries.

SECTION 5.3 Inspection.

Borrower shall permit Lender and any authorized
representatives designated by Lender to visit and inspect any of the properties
of Borrower or any of its Subsidiaries, including its and their financial and
accounting records, and to make copies and take extracts therefrom, and to
discuss its and their affairs, finances and business with its and their
officers and independent public accountants, at such reasonable times during
normal business hours and as often as may be reasonably requested. Lender
shall provide at least one Business Days' prior notice to Borrower of its
intent to conduct such inspection unless Lender reasonably believes that
Borrower is concealing information or misrepresenting its financial condition
or the

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<PAGE> 45

Collateral or acting in a fraudulent manner. In connection with an inspection,
Lender shall endeavor to not disrupt Borrower's operations. Borrower
acknowledges that Lender intends to make such inspections on at least a
quarterly basis.

SECTION 5.4 Collateral Records.

Borrower shall keep full and accurate books and records
relating to the Collateral.

SECTION 5.5 Account Covenants; Verification.

Borrower shall, at its own expense: (a) cause all invoices
evidencing Accounts and all copies thereof to bear a notice that such invoices
are payable to the lockboxes established in accordance with subsection 5.6 and
(b) use its best efforts to assure prompt payment of all amounts due or to
become due under the Accounts. No discounts, credits or allowances will be
issued, granted or allowed by Borrower to customers and no returns will be
accepted after the occurrence of an Event of Default and written notice from
Lender to Borrower. Borrower will immediately notify Lender in the event that
a customer alleges any dispute or claim with respect to an Account in excess of
$100,000 or of any other circumstances known to Borrower that may impair the
validity or collectibility of an Account in excess of $100,000. Lender shall
have the right, at any time or times hereafter, in accordance with its routine
practices, to verify the validity, amount or any other matter relating to an
Account, by mail or telephone directed to the accounts payable department of
the account debtor thereof. After the occurrence of an Event of Default and
written notice from Lender to Borrower, Borrower shall not adjust, settle or
compromise the amount or payment of any Account, or release wholly or partly
any customer or obligor thereof, or allow any credit or discount thereon.

SECTION 5.6 Collection of Accounts and Payments.

Within ninety (90) days following the Closing Date, Borrower
shall establish lockboxes in Borrower's name and blocked accounts in Borrower's
or Lender's name (collectively, "Blocked Accounts") with such banks
("Collecting Banks") as are acceptable to Lender (subject to irrevocable
instructions acceptable to Lender as hereinafter set forth) to which all
account debtors shall directly remit all payments on Accounts and in which
Borrower will immediately deposit all other payments constituting proceeds of
Collateral in the identical form in which such payment was made, whether by
cash or check. The Collecting Banks shall acknowledge and agree, in a manner
satisfactory to Lender, that all payments made to the Blocked Accounts are
subject to Lender's security interest, and that the Collecting Banks have no
right of setoff against the Blocked Accounts or the proceeds deposited therein
and that all such payments received will be promptly transferred to Lender's
Account. Borrower hereby agrees that all payments received by Lender, whether
by cash, check, wire transfer or any other instrument, made to such Blocked
Accounts or otherwise received by Lender and whether on the Accounts or as
proceeds of other Collateral or otherwise will be subject to Lender's security

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<PAGE> 46

interest. Borrower shall irrevocably instruct each Collecting Bank to promptly
transfer all payments or deposits to the Blocked Accounts into Lender's
Account. Borrower, and any of its Affiliates, employees, agents or other
Persons acting for or in concert with Borrower, shall, acting as trustee for
Lender, receive, as the sole and exclusive property of Lender, any monies,
checks, notes, drafts or any other payments relating to and/or proceeds of
Accounts or other Collateral which come into the possession or under the
control of Borrower or any of Borrower's Affiliates, employees, agents or other
Persons acting for or in concert with Borrower, and immediately upon receipt
thereof, Borrower or such Persons shall remit the same or cause the same to be
remitted, in kind, to the Blocked Accounts or to Lender at its address set
forth in subsection 9.6 below. In connection with establishing the Blocked
Accounts, Borrower shall send the form of notice attached hereto as Exhibit D
to each of its account debtors.

SECTION 5.7 Endorsement.

Borrower hereby constitutes and appoints Lender and all
Persons designated by Lender for that purpose as Borrower's true and lawful
attorney-in-fact, with power to endorse Borrower's name to any of the items of
payment or proceeds described in subsection 5.6 above that come into Lender's
possession or under Lender's control and all proceeds of Collateral that come
into Lender's possession or under Lender's control. Both the appointment of
Lender as Borrower's attorney and Lender's rights and powers are coupled with
an interest and are irrevocable until payment in full and complete performance
of all of the Obligations.

SECTION 5.8 Corporate Existence.

Borrower will, and will cause each of its Subsidiaries to, at
all times preserve and keep in full force and effect its corporate existence
and all rights and franchises material to its business. Borrower will promptly
notify Lender of any change in its or its Subsidiaries' corporate structure
and, prior to an IPO, any change in its ownership.

SECTION 5.9 Payment of Taxes.

Borrower will, and will cause each of its Subsidiaries to, pay
all taxes, assessments and other governmental charges imposed upon it or any of
its properties or assets or with respect to any of its franchises, business,
income or property before any penalty accrues thereon provided that no such tax
need be paid if Borrower or one of its Subsidiaries is contesting same in good
faith by appropriate proceedings promptly instituted and diligently conducted
and if Borrower or such Subsidiary has established appropriate reserves as
shall be required in conformity with GAAP.

SECITION 5.10 Maintenance of Properties; Insurance.

Borrower will maintain or cause to be maintained in good
repair, working order and condition all material properties used in the
business of Borrower and its Subsidiaries and will make or cause to be made all
appropriate repairs, renewals and replacements thereof.

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<PAGE> 47

Borrower will maintain or cause to be maintained, with financially sound and
reputable insurers, public liability and property damage insurance with respect
to its business and properties and the business and properties of its
Subsidiaries against loss or damage of the kinds customarily carried or
maintained by corporations of established reputation engaged in similar
businesses and in amounts acceptable to Lender. Borrower shall cause Lender to
be named as loss payee on all insurance policies relating to any Collateral and
as additional insured under all liability policies, in each case pursuant to
appropriate endorsements in form and substance satisfactory to Lender and shall
collaterally assign to Lender as security for the payment of the Obligations
all business interruption insurance of Borrower. Borrower shall apply any
proceeds received from any policies of insurance relating to any Collateral to
the Obligations as set forth in subsection 2.4(B).

SECTION 5.11 Compliance with Laws.

Borrower will, and will cause each of its Subsidiaries to,
comply with the requirements of all applicable laws, rules, regulations and
orders of any governmental authority as now in effect and which may be imposed
in the future in all jurisdictions in which Borrower or any of its Subsidiaries
is now doing business or may hereafter be doing business, other than those laws
the noncompliance with which would not have a Material Adverse Effect.

SECTION 5.12 Further Assurances.

Borrower shall, and shall cause each of its Subsidiaries to,
from time to time, execute such guaranties, financing or continuation
statements, documents, security agreements, reports and other documents or
deliver to Lender such instruments, certificates of title or other documents as
Lender at any time may reasonably request to evidence, perfect or otherwise
implement the guaranties and security for repayment of the Obligations provided
for in the Loan Documents.

SECTION 5.13 Collateral Locations.

Borrower will keep the Collateral at the locations specified
on Schedule 4.7. With respect to any new location (which in any event shall be
within the continental United States), Borrower will execute such documents and
take such actions as Lender deems necessary to perfect and protect the security
interests of the Lender in the Collateral prior to the transfer or removal of
any Collateral to such new location.

SECTION 5.14 Bailees.

If any Collateral is at any time in the possession or control
of any warehouseman, bailee or any of Borrower's agents or processors, Borrower
shall, upon the request of Lender, notify such warehouseman, bailee, agent or
processor of the security interests in favor of Lender created hereby and shall
instruct such Person to hold all such Collateral for Lender's account subject
to Lender's instructions.

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<PAGE> 48

SECTION 5.15 Use of Proceeds and Margin Security.

Borrower shall use the proceeds of all Revolving Loans for
proper business purposes (as described in the recitals to this Agreement)
consistent with all applicable laws, statutes, rules and regulations. No
portion of the proceeds of any Revolving Loan shall be used by Borrower or any
of its Subsidiaries for the purpose of purchasing or carrying of margin stock
within the meaning of Regulation G or Regulation U, or in any manner that might
cause the borrowing or the application of such proceeds to violate Regulation T
or Regulation X or any other regulation of the Board of Governors of the
Federal Reserve System, or to violate the Exchange Act.

SECTION 6. FINANCIAL COVENANTS

Borrower covenants and agrees that so long as the Commitment
remains in effect and until payment in full of all Obligations, Borrower shall
comply with and shall cause each of its Subsidiaries to comply with all
covenants in this Section 6 applicable to such Person.

SECTION 6.1 Tangible Net Worth.

Borrower shall at all times during the periods set forth below
maintain Tangible Net Worth of at least the amounts set forth below opposite
such periods.

<TABLE>
<CAPTION>
Calendar Quarter Amount
---------------- ------
<S> <C>
June 30, 1996 through September 29, 1996 $2,000,000

September 30, 1996 through December 30, 1996 $4,000,000

December 31, 1996 through March 30, 1997 $6,000,000

March 31, 1997 through June 29, 1997 $6,500,000

June 30, 1997 and at all times thereafter The amount required as of the
last day of the immediately
preceding calendar quarter
plus $500,000
</TABLE>

SECTION 6.2 Intentionally Omitted.

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<PAGE> 49

SECTION 6.3 Minimum EBITDA.

Borrower shall maintain EBITDA of at least the amounts set
forth below as of the end of the periods set forth below.

<TABLE>
<CAPTION>
Period Amount
------ ------
<S> <C>
May 1, 1996 through June 30, 1996 $ 1,000,000

May 1, 1996 through July 31, 1996 $ 1,000,000

May 1, 1996 through August 31, 1996 $ 1,000,000

May 1, 1996 through September 30, 1996 $ 5,000,000

May 1, 1996 through October 31, 1996 $ 5,000,000

May 1, 1996 through November 30, 1996 $ 5,000,000

May 1, 1996 through December 31, 1996 $10,000,000

May 1, 1996 through January 31, 1997 $10,000,000

May 1, 1996 through February 28, 1997 $10,000,000

May 1, 1996 through March 31, 1997 $13,750,000

May 1, 1996 through April 30, 1997 $13,750,000

June 1, 1996 through May 31, 1997 $13,750,000

Twelve month period ending June 30, 1997 and $15,000,000
for each twelve month period ending on the
last day of each calendar month thereafter
</TABLE>

SECTION 6.4 Ratio of Indebtedness to Tangible Net Worth.

The ratio of (a) Borrower's Indebtedness, to (b) Borrower's
Tangible Net Worth, shall at no time during the periods set forth below be
greater than the ratios set forth opposite such periods: 8.75:1.0 during the
period from May 31, 1996 through June 29, 1996; 8.5:1.0 during the period from
June 30, 1996 through September 29, 1996; 7.0:1.0 during the period from
September 30, 1996 through December 30, 1996; 4.5:1.0 during the period from
December 31, 1996 through March 30, 1997; 3.5:1.0 during the period from March
31, 1997 through June 29, 1997; and 3.25:1.0 as of June 30, 1997 and at all
times thereafter.

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<PAGE> 50

SECTION 6.5 Capital Expenditure Limits.

The aggregate amount of all Capital Expenditures of Borrower
and its Subsidiaries (excluding trade-ins and excluding Capital Expenditures in
respect of replacement assets to the extent funded with casualty insurance
proceeds) will not exceed the amount set forth below for each period set forth
below. In the event that Borrower or any of its Subsidiaries enters into a
Capital Lease or other contract with respect to fixed assets, for purposes of
calculating Capital Expenditures under this subsection only, the amount of the
Capital Lease or contract initially capitalized on Borrower's or any
Subsidiary's balance sheet prepared in accordance with GAAP shall be considered
expended in full on the date that Borrower or any of its Subsidiaries enters
into such Capital Lease or contract.

<TABLE>
<CAPTION>
Period Amount
------ ------
<S> <C>
Fiscal Year ending December 31, 1996 and $11,000,000
each Fiscal Year thereafter
</TABLE>

SECTION 6.6 Fixed Charge Coverage.

Borrower shall not permit its Fixed Charge Coverage for the
periods set forth below to be less than the amount set forth below for such
periods.

<TABLE>
<CAPTION>
Period Ration for Period
------ -----------------
<S> <C>
May 1, 1996 through June 30, 1996 1.0:1.0

May 1, 1996 through September 30, 1996 1.0:1.0

May 1, 1996 through October 31, 1996 1.0:1.0

May 1, 1996 through November 30, 1996 1.0:1.0

May 1, 1996 through December 31, 1996 1.0:1.0

May 1, 1996 through January 31, 1997 1.0:1.0

May 1, 1996 through February 28, 1997 1.0:1.0

May 1, 1996 through March 31, 1997 1.0:1.0

May 1, 1996 through April 30, 1997 1.0:1.0

June 1, 1996 through May 31, 1997 1.0:1.0

Twelve month period ending June 30, 1997 and 1.0:1.0
for each twelve month period ending on the last
day of each calendar month thereafter
</TABLE>

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<PAGE> 51

SECTION 7. NEGATIVE COVENANTS

Borrower covenants and agrees that so long as the Commitment
remains in effect and until payment in full of all Obligations, unless Borrower
has received the prior written consent of Lender, Borrower shall not and will
not permit any of its Subsidiaries to:

SECTION 7.1 Indebtedness and Liabilities.

Directly or indirectly create, incur, assume, guaranty, or
otherwise become or remain directly or indirectly liable, on a fixed or
contingent basis, with respect to any Indebtedness except: (a) the
Obligations; and (b) Indebtedness (including the Indebtedness described on
Schedule 4.4) not to exceed $10,500,000 in the aggregate at any time
outstanding under Capital Leases and financings secured by purchase money
Liens. Borrower will not, and will not permit any of its Subsidiaries to,
incur any Liabilities except in the ordinary course of business; provided, that
notwithstanding the foregoing, Borrower and its Subsidiaries may not incur
Indebtedness except as provided in the immediately preceding sentence.

SECTION 7.2 Guaranties.

Except (a) as provided on Schedule 7.2, (b) for guaranties of
the performance of its subcontractors in the ordinary course of Borrower's
business, or (c) for endorsements of instruments or items of payment for
collection in the ordinary course of business, guaranty, endorse, or otherwise
in any way become or be responsible for any obligations of any other Person,
whether directly or indirectly by agreement to purchase the indebtedness of any
other Person or through the purchase of goods, supplies or services, or
maintenance of working capital or other balance sheet covenants or conditions,
or by way of stock purchase, capital contribution, advance or loan for the
purpose of paying or discharging any indebtedness or obligation of such other
Person or otherwise.

SECTION 7.3 Transfers, Liens and Related Matters.

(A) Transfers. Sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect
to any of the Collateral or the assets of such Person, except that
Borrower and its Subsidiaries may dispose of Equipment and furniture
in the ordinary course of its business, sublease all or any part of
its interests as tenant under real estate leases or license its
software if all of the following conditions are met: (1) the net
proceeds of such disposition, sublease or license are applied as
required by subsection 2.4(B); (2) after giving effect to the sale,
sublease, license or other disposition of the assets and the repayment
of the Obligations with the proceeds thereof, Borrower is in
compliance on a pro forma basis with the covenants set forth in
Section 6 recomputed for the most recently ended

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<PAGE> 52

month for which information is available and is in compliance with all
other terms and conditions contained in this Agreement; and (3) no
Default or Event of Default shall then exist or result from such sale,
sublease, license or other disposition.

(B) Liens. Except for Permitted Encumbrances, directly
or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any of the Collateral or the assets of such Person or
any proceeds, income or profits therefrom.

(C) No Negative Pledges. Enter into or assume any
agreement (other than the Loan Documents) prohibiting the creation or
assumption of any Lien upon its properties or assets, whether now
owned or hereafter acquired.

(D) No Restrictions on Subsidiary Distributions to
Borrower. Except as provided herein, directly or indirectly create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such
Subsidiary to: (1) pay dividends or make any other distribution on
any of such Subsidiary's capital stock owned by Borrower or any
Subsidiary of Borrower; (2) subject to subordination provisions, pay
any indebtedness owed to Borrower or any other Subsidiary; (3) make
loans or advances to Borrower or any other Subsidiary; or (4) transfer
any of its property or assets to Borrower or any other Subsidiary.

SECTION 7.4 Investments and Loans.

Make or permit to exist investments in or loans to any other
Person, except: (a) Cash Equivalents; (b) as set forth on Schedule 7.8, (c)
loans to its shareholders existing as of the date hereof to the extent the
aggregate amount of such loans does not exceed $600,000 and (d) loans and
advances to employees for moving, entertainment, travel and other similar
expenses in the ordinary course of business in an aggregate outstanding amount
not in excess of $100,000 at any time.

SECTION 7.5 Restricted Junior Payments.

Directly or indirectly declare, order, pay, make or set apart
any sum for any Restricted Junior Payment, except that (i) Subsidiaries of
Borrower may make Restricted Junior Payments with respect to their common stock
to the extent necessary to permit Borrower to pay the Obligations and (ii)
Borrower may offset against the amounts owing by Mark J. Gordon and David L.
Epstein to Borrower, amounts owing by Borrower to Mark J. Gordon and David L.
Epstein, and eliminate the net amount owing by Mark J. Gordon and David L.
Epstein to Borrower after such offset by reducing retained earnings.
Notwithstanding the foregoing, if (i) Borrower continues to be taxed as a
Subchapter S corporation for federal income tax purposes, (ii) no Event of
Default is then existing and none will be caused by the proposed distribution,
(iii) each recipient of such distribution executes an Agreement in the form of
Exhibit E hereto, and (iv) Borrower gives Lender sufficient documentation to
verify compliance with this subsection fifteen (15) days prior to the
distribution, Borrower may at any time after the end of

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a tax period (including an estimated tax period) make tax distributions to its
shareholders in an amount not to exceed the amount by which the Aggregate Tax
Amount (as defined below) exceeds the aggregate amount of the tax distributions
made by Borrower to its shareholders after December 31, 1992. Aggregate Tax
Amount means the product of (A) the "Deemed Tax Rate" (as defined below)
multiplied by (B) the sum of all items of taxable income, gain and gain
equivalent of tax credit recapture of Borrower allocated to Borrower's
shareholders for all tax periods of Borrower that fall in taxable years of the
Borrower which end after December 31, 1992 minus the sum of all items of
taxable deduction, loss and loss equivalent of tax credit of Borrower allocated
to Borrower's shareholders for all tax periods of Borrower that fall in taxable
years of the Borrower which end after December 31, 1992. Deemed Tax Rate
means, for any tax period, the sum of the highest marginal Florida and federal
individual rates (but with such federal individual tax rate adjusted for the
deductibility of state income taxes) in effect during such tax period;
provided, that if the highest marginal rates are changed during such period the
appropriate highest rates will be applied to the appropriate portion of income.
In addition to the foregoing, if (i) Borrower undertakes an IPO, (ii) Borrower
continues to be taxed as an S corporation immediately prior to the consummation
of the IPO, and (iii) no Event of Default is then existing and none will be
caused by the proposed distribution, Borrower may make a distribution from the
net proceeds of such IPO in an amount equal to the accumulated adjustment
account (as defined in the IRC) of Borrower through the date of termination of
Borrower's treatment as a Subchapter S corporation.

SECTION 7.6 Restriction on Fundamental Changes.

(a) Enter into any transaction of merger or consolidation; (b)
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or any substantial part
of its business or assets, or the capital stock of any of its Subsidiaries,
whether now owned or hereafter acquired; or (d) acquire by purchase or
otherwise all or any substantial part of the business or assets of, or stock or
other evidence of beneficial ownership of, any Person.

SECTION 7.7 Intentionally Omitted.

SECTION 7.8 Transactions with Affiliates.

Except as described on Schedule 7.8, directly or indirectly,
enter into or permit to exist any transaction (including the purchase, sale or
exchange of property or the rendering of any service) with any Affiliate or
with any officer, director or employee of Borrower or any of its Subsidiaries,
except for transactions in the ordinary course of and pursuant to the
reasonable requirements of Borrower's business and upon fair and reasonable
terms which are fully disclosed to Lender and which are no less favorable to
Borrower than it would obtain in a comparable arm's length transaction with an
unaffiliated Person.

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SECTION 7.9 Environmental Liabilities.

(a) Violate any applicable Environmental Law; (b) dispose of
any Hazardous Materials (except in accordance with applicable law) into or onto
or from, any real property owned, leased or operated by Borrower or any of its
Subsidiaries; or (c) permit any Lien imposed pursuant to any Environmental Law
to be imposed or to remain on any real property owned, leased or operated by
Borrower or any of its Subsidiaries.

SECTION 7.10 Conduct of Business.

From and after the Closing Date, engage in any business other
than businesses of the type engaged in by Borrower or such Subsidiary on the
Closing Date.

SECTION 7.11 Compliance with ERISA.

Except as disclosed on Schedule 7.11, establish any new
Employee Benefit Plan or amend any existing Employee Benefit Plan if the
liability or increased liability resulting from such establishment or amendment
is material. Neither Borrower nor any Subsidiary shall fail to establish,
maintain and operate each Employee Benefit Plan in compliance in all material
respects with the provisions of ERISA, the IRC and all other applicable laws
and the regulations and interpretations thereof.

SECTION 7.12 Tax Consolidations.

File or consent to the filing of any consolidated income tax
return with any Person other than Borrower or any of its Subsidiaries.

SECTION 7.13 Subsidiaries.

Establish, create or acquire any new Subsidiaries.

SECTION 7.14 Fiscal Year.

Change its Fiscal Year.

SECTION 7.15 Press Release; Public Offering Materials.

Disclose the name of Lender in any press release or in any
prospectus, proxy statement or other materials filed with any governmental
entity relating to a public offering of the capital stock of Borrower except as
may be, in the opinion of Borrower's counsel, required by any law, rule or
regulation.

SECTION 7.16 Bank Accounts.

Establish any new bank accounts, or amend or terminate any
Blocked Account or lockbox agreement without Lender's prior written consent.

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SECTION 7.17 Customer Contracts.

Amend any existing customer contracts to provide offset rights
to the customers thereunder or enter into any customer contracts after the date
hereof that provide offset rights to the customers thereunder.

SECTION 8. DEFAULT, RIGHTS AND REMEDIES

SECTION 8.1 Event of Default.

"Event of Default" shall mean the occurrence or existence of
any one or more of the following:

(A) Payment. Failure to make payment of any of the
Obligations when due and in the case of interest, such failure shall
not be cured within five (5) days of the applicable due date; or

(B) Default in Other Agreements. Failure of Borrower or
any of its Subsidiaries to pay when due any principal or interest on
any Indebtedness (other than the Obligations) or any other breach or
default of Borrower or any of its Subsidiaries with respect to any
Indebtedness (other than the Obligations), if such failure to pay,
breach or default entitles the holder to cause such Indebtedness
having an individual principal amount in excess of $100,000 or having
an aggregate principal amount in excess of $200,000 to become or be
declared due prior to its stated maturity; or

(C) Breach of Certain Provisions. Failure of Borrower to
perform or comply with any term or condition contained in subsections
5.1 (A), (B) and (C), 5.3, 5.5 or 5.6 or contained in Section 6 or
Section 7; or

(D) Breach of Warranty. Any representation, warranty,
certification or other statement made by any Loan Party in any Loan
Document or in any statement or certificate at any time given by such
Person in writing pursuant or in connection with any Loan Document is
false in any material respect on the date made; or

(E) Other Defaults Under Loan Documents. Borrower or any
other Loan Party defaults in the performance of or compliance with any
term contained in this Agreement or the other Loan Documents and such
default is not remedied or waived within twenty (20) days after
receipt by Borrower of notice from Lender of such default (other than
occurrences described in other provisions of this subsection 8.1 for
which a different grace or cure period is specified or which
constitute immediate Events of Default); or

(F) Change in Control. Mark J. Gordon and David L.
Epstein, together cease to control (as defined in the definition of
"Affiliate" in this Agreement), directly

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or indirectly, at least fifty-one percent (51%) of the issued and
outstanding shares of each class of capital stock of Borrower entitled
(without regard to the occurrence of any contingency) to vote for the
election of a majority of the members of the board of directors of
Borrower; or

(G) Involuntary Bankruptcy; Appointment of Receiver, etc.
(1) A court enters a decree or order for relief with respect to
Borrower or any of its Subsidiaries in an involuntary case under the
Bankruptcy Code or any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, which decree or order is not
stayed or other similar relief is not granted under any applicable
federal or state law; or (2) the continuance of any of the following
events for sixty (60) days unless dismissed, bonded or discharged: (a)
an involuntary case is commenced against Borrower or any of its
Subsidiaries, under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect; or (b) a decree or order of a
court for the appointment of a receiver, liquidator, sequestrate,
trustee, custodian or other officer having similar powers over
Borrower or any of its Subsidiaries, or over all or a substantial part
of their respective property, is entered; or (c) an interim receiver,
trustee or other custodian is appointed without the consent of
Borrower or any of its Subsidiaries, for all or a substantial part of
the property of Borrower or any such Subsidiary; or

(H) Voluntary Bankruptcy; Appointment of Receiver, etc.
(1) An order for relief is entered with respect to Borrower or any of
its Subsidiaries or Borrower or any of its Subsidiaries commences a
voluntary case under the Bankruptcy Code or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or
consents to the entry of an order for relief in an involuntary case or
to the conversion of an involuntary case to a voluntary case under any
such law or consents to the appointment of or taking possession by a
receiver, trustee or other custodian for all or a substantial part of
its property; or (2) Borrower or any of its Subsidiaries makes any
assignment for the benefit of creditors; or (3) the board of directors
of Borrower or any of its Subsidiaries adopts any resolution or
otherwise authorizes action to approve any of the actions referred to
in this subsection 8.1(H); or

(I) Liens. Any lien, levy or assessment is filed or
recorded with respect to or otherwise imposed upon all or any part of
the Collateral or the assets of Borrower or any of its Subsidiaries by
the United States or any department or instrumentality thereof or by
any state, county, municipality or other governmental agency (other
than Permitted Encumbrances) and such lien, levy or assessment is not
stayed, bonded, vacated, paid or discharged within thirty (30) days;
or

(J) Judgment and Attachments. Any money judgment, writ
or warrant of attachment, or similar process involving (1) an amount
in any individual case in excess of $250,000 or (2) an amount in the
aggregate at any time in excess of $500,000 (in either case not
adequately covered by insurance as to which the

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insurance company has acknowledged coverage) is entered or filed
against Borrower or any of its Subsidiaries or any of their respective
assets and remains undischarged, unvacated, unbonded or unstayed for a
period of thirty (30) days or in any event later than five (5) days
prior to the date of any proposed sale thereunder; or

(K) Dissolution. Any order, judgment or decree is
entered against Borrower or any of its Subsidiaries decreeing the
dissolution or split up of Borrower or that Subsidiary and such order
remains undischarged or unstayed for a period in excess of twenty (20)
days; or

(L) Solvency. Borrower ceases to be solvent (as
represented by Borrower in subsection 4.17) or admits in writing its
present or prospective inability to pay its debts as they become due;
or

(M) Injunction. Borrower or any of its Subsidiaries is
enjoined, restrained or in any way prevented by the order of any court
or any administrative or regulatory agency from conducting all or any
material part of its business and such order continues for more than
thirty (30) days; or

(N) Invalidity of Loan Documents. Any of the Loan
Documents for any reason, other than a partial or full release in
accordance with the terms thereof, ceases to be in full force and
effect or is declared to be null and void, or any Loan Party denies in
writing that it has any further liability under any Loan Documents to
which it is party, or gives notice in writing to such effect; or

(O) Failure of Security. Lender does not have or ceases
to have a valid and perfected first priority security interest in the
Collateral (subject to Permitted Encumbrances), in each case, for any
reason other than the failure of Lender to take any action within its
control; or

(P) Damage, Strike, Casualty. Any material damage to, or
loss, theft or destruction of, any Collateral, whether or not insured,
or any strike, lockout, labor dispute, embargo, condemnation, act of
God or public enemy, or other casualty which causes, for more than
fifteen (15) consecutive days, the cessation or substantial
curtailment of revenue producing activities at any facility of
Borrower or any of its Subsidiaries if any such event or circumstance
would reasonably be expected to have a Material Adverse Effect.

(Q) Licenses and Permits. The loss, suspension or
revocation of, or failure to renew, any license or permit now held or
hereafter acquired by Borrower or any of its Subsidiaries, if such
loss, suspension, revocation or failure to renew would have a Material
Adverse Effect.

(R) Forfeiture. There is filed against Borrower any
civil or criminal action, suit or proceeding under any federal or
state racketeering statute (including,

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without limitation, the Racketeer Influenced and Corrupt Organization
Act of 1970), which action, suit or proceeding (1) is not dismissed
within one hundred twenty (120) days; and (2) could result in the
confiscation or forfeiture of any material portion of the Collateral.

SECTION 8.2 Suspension of Commitment.

Upon the occurrence of any Event of Default, Lender, without
notice or demand, may immediately cease making additional Revolving Loans and
the Commitment shall be suspended.

SECTION 8.3 Acceleration.

Upon the occurrence of any Event of Default described in the
foregoing subsections 8.1(G) or 8.1(H), all Obligations shall automatically
become immediately due and payable, without presentment, demand, protest or
other requirements of any kind, all of which are hereby expressly waived by
Borrower, and the Commitment shall thereupon terminate. Upon the occurrence
and during the continuance of any other Event of Default, Lender may, by
written notice to Borrower, declare all or any portion of the Obligations to
be, and the same shall forthwith become, immediately due and payable and the
Commitment shall thereupon terminate.

SECTION 8.4 Remedies.

If any Event of Default shall have occurred and be continuing,
in addition to and not in limitation of any rights or remedies available to
Lender at law or in equity, Lender may exercise in respect of the Collateral,
in addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the UCC (whether or not the UCC applies to the affected Collateral) and
may also (a) notify any or all obligors on the Accounts to make all payments
directly to Lender (provided, that after notifying such obligors, Lender shall
promptly notify Borrower); (b) require Borrower to, and Borrower hereby agrees
that it will, at its expense and upon request of Lender forthwith, assemble all
or part of the Collateral as directed by Lender and make it available to Lender
at a place to be designated by Lender which is reasonably convenient to both
parties; (c) withdraw all cash in the Blocked Accounts and apply such monies in
payment of the Obligations in the manner provided in subsection 8.7; (d)
without notice or demand or legal process, enter upon any premises of Borrower
and take possession of the Collateral in accordance with applicable law; and
(e) without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of the
Lender's offices or elsewhere, at such time or times, for cash, on credit or
for future delivery, and at such price or prices and upon such other terms as
Lender may deem commercially reasonable. Borrower agrees that, to the extent
notice of sale shall be required by law, at least ten (10) days notice to
Borrower of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. At any
sale of the

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Collateral, if permitted by law, Lender may bid (which bid may be, in whole or
in part, in the form of cancellation of indebtedness) for the purchase of the
Collateral or any portion thereof for the account of Lender. Lender shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given. Borrower shall remain liable for any deficiency. Lender may
adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. To the extent
permitted by law, Borrower hereby specifically waives all rights of redemption,
stay or appraisal which it has or may have under any law now existing or
hereafter enacted. Lender shall not be required to proceed against any
Collateral but may proceed against Borrower directly.

SECTION 8.5 Appointment of Attorney-in-Fact.

Borrower hereby constitutes and appoints Lender as Borrower's
attorney-in-fact with full authority in the place and stead of Borrower and in
the name of Borrower, Lender or otherwise, from time to time in Lender's
discretion while an Event of Default is continuing to take any action and to
execute any instrument that Lender may deem reasonably necessary or advisable
to accomplish the purposes of this Agreement, including: (a) to ask, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts
for moneys due and to become due under or in respect of any of the Collateral;
(b) to adjust, settle or compromise the amount or payment of any Account, or
release wholly or partly any customer or obligor thereunder or allow any credit
or discount thereon; (c) to receive, endorse, and collect any drafts or other
instruments, documents and chattel paper, in connection with clause (a) above;
(d) to file any claims or take any action or institute any proceedings that
Lender may deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of Lender with respect to any of
the Collateral; and (e) to sign and endorse any invoices, freight or express
bills, bills of lading, storage or warehouse receipts, assignments,
verifications and notices in connection with Accounts and other documents
relating to the Collateral. The appointment of Lender as Borrower's attorney
and Lender's rights and powers are coupled with an interest and are irrevocable
until payment in full and complete performance of all of the Obligations.

SECTION 8.6 Limitation on Duty of Lender with Respect to
Collateral.

Beyond the safe custody thereof, Lender shall have no duty
with respect to any Collateral in its possession or control (or in the
possession or control of any agent or bailee) or with respect to any income
thereon or the preservation of rights against prior parties or any other rights
pertaining thereto. Lender shall be deemed to have exercised reasonable care
in the custody and preservation of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which Lender
accords its own property. Lender shall not be liable or responsible for any
loss or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any warehouseman, carrier,
forwarding agency, consignee or other agent or bailee selected by Lender in
good faith.

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SECTION 8.7 Application of Proceeds.

Upon the occurrence and during the continuance of an Event of
Default, (a) Borrower irrevocably waives the right to direct the application of
any and all payments at any time or times thereafter received by Lender from or
on behalf of Borrower, and Borrower hereby irrevocably agrees that Lender shall
have the continuing exclusive right to apply and to reapply any and all
payments received at any time or times after the occurrence and during the
continuance of an Event of Default against the Obligations in such manner as
Lender may deem advisable notwithstanding any previous entry by Lender upon any
books and records and (b) the proceeds of any sale of, or other realization
upon, all or any part of the Collateral shall be applied: first, to all fees,
costs and expenses incurred by Lender with respect to this Agreement, the other
Loan Documents or the Collateral; second, to all fees due and owing to Lender;
third, to accrued and unpaid interest on the Obligations; fourth, to the
principal amounts of the Obligations outstanding; and fifth, to any other
indebtedness or obligations of Borrower owing to Lender.

SECTION 8.8 License of Intellectual Property.

Borrower hereby assigns, transfers and conveys to Lender,
effective upon the occurrence of any Event of Default hereunder, the
non-exclusive right and license to use all Intellectual Property owned or used
by Borrower together with any goodwill associated therewith, but only to the
extent necessary to enable Lender to realize on the Collateral. Such right and
license is granted free of charge, without requirement that any monetary
payment whatsoever be made to Borrower by Lender.

SECTION 8.9 Waivers, Non-Exclusive Remedies.

No failure on the part of Lender to exercise, and no delay in
exercising and no course of dealing with respect to, any right under this
Agreement or the other Loan Documents shall operate as a waiver thereof; nor
shall any single or partial exercise by Lender of any right under this
Agreement or any other Loan Document preclude any other or further exercise
thereof or the exercise of any other right. The rights in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other
remedies provided by law.

SECTION 9. MISCELLANEOUS

SECTION 9.1 Assignments and Participations.

Lender may assign its rights and delegate its obligations
under this Agreement and further may assign, or sell participations in, all or
any part of the Revolving Loans, the Commitment or any other interest herein to
an Affiliate or to another Person. In the case of an assignment authorized
under this subsection 9.1, the assignee shall have, to the extent of such
assignment, the same rights, benefits and obligations as it would if it were a
Lender hereunder. Lender shall be relieved of its obligations hereunder with
respect to the Commitment or

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assigned portion thereof. Borrower hereby acknowledges and agrees that any
assignment will give rise to a direct obligation of Borrower to the assignee
and that the assignee shall be considered to be a "Lender". Lender may furnish
any information concerning Borrower and its Subsidiaries in its possession from
time to time to assignees and participants (including prospective assignees and
participants).

SECTION 9.2 Set Off.

In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default, Lender, each assignee of Lender's interest,
and each participant is hereby authorized by Borrower at any time or from time
to time, without notice to Borrower or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all balances held by it at any of its offices for the account of Borrower
or any of its Subsidiaries (regardless of whether such balances are then due to
Borrower or its Subsidiaries) and any other property at any time held or owing
by that Lender or assignee to or for the credit or for the account of Borrower
against and on account of any of the Obligations then outstanding; provided,
that no participant shall exercise such right without the prior written consent
of Lender.

Borrower hereby agrees, to the fullest extent permitted by
law, that any Lender, assignee or participant may exercise its right of setoff
with respect to amounts in excess of its pro rata share of the Obligations (or,
in the case of a participant, in excess of its pro rata participation interest
in the Obligations) and that such Lender, assignee or participant, as the case
may be, shall be deemed to have purchased for cash in the amount of such
excess, participations in each other Lender's or holder's share of the
Obligations.

SECTION 9.3 Expenses and Attorneys' Fees.

Whether or not the transactions contemplated hereby shall be
consummated, Borrower agrees to promptly pay all fees, costs and expenses
incurred by Lender in connection with any matters contemplated by or arising
out of this Agreement or the other Loan Documents including the following, and
all such fees, costs and expenses shall be part of the Obligations, payable on
demand and secured by the Collateral: (a) fees, costs and expenses (including
attorneys' fees, allocated costs of internal counsel and fees of environmental
consultants (if appropriate), accountants and other professionals retained by
Lender) incurred in connection with the examination, review, due diligence
investigation, documentation and closing of the financing arrangements
evidenced by the Loan Documents; (b) fees, costs and expenses (including
attorneys' fees, allocated costs of internal counsel and fees of environmental
consultants (if appropriate), accountants and other professionals retained by
Lender) incurred in connection with the review, negotiation, preparation,
documentation and execution of the Loan Documents, the Revolving Loans, and any
amendments, waivers, consents, forbearances and other modifications relating
thereto or any subordination or intercreditor agreements; (c) fees, costs and
expenses incurred in creating, perfecting and maintaining perfection of Liens
in favor of Lender; (d) fees, costs and expenses incurred in

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connection with forwarding to Borrower the proceeds of Revolving Loans
including Lender's standard wire transfer fee; (e) fees, costs, expenses and
bank charges, including bank charges for returned checks, incurred by Lender in
establishing, maintaining and handling lock box accounts, blocked accounts or
other accounts for collection of the Collateral; (f) fees, costs, expenses
(including attorneys' fees and allocated costs of internal counsel) and costs
of settlement incurred in collecting upon or enforcing rights against the
Collateral or incurred in any action to enforce this Agreement or the other
Loan Documents or to collect any payments due from Borrower or any other Loan
Party under this Agreement or any other Loan Document or incurred in connection
with any refinancing or restructuring of the credit arrangements provided under
this Agreement, whether in the nature of a "workout" or in connection with any
insolvency or bankruptcy proceedings or otherwise. Notwithstanding the
foregoing, Borrower shall not be liable for those fees, costs and expenses
under this subsection incurred prior to the Closing Date that exceed $60,000.

SECTION 9.4 Indemnity.

In addition to the payment of expenses pursuant to subsection
9.3, whether or not the transactions contemplated hereby shall be consummated,
Borrower agrees to indemnify, pay and hold Lender, and the officers, directors,
employees, agents, consultants, auditors, persons engaged by Lender to evaluate
or monitor the Collateral, affiliates and attorneys of Lender (collectively
called the "Indemnitees") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature whatsoever (including
the fees and disbursements of counsel for such Indemnitees in connection with
any investigative, administrative or judicial proceeding commenced or
threatened, whether or not such Indemnitee shall be designated a party thereto)
that may be imposed on, incurred by, or asserted against that Indemnitee, in
any manner relating to or arising out of this Agreement or the other Loan
Documents, the consummation of the transactions contemplated by this Agreement,
the statements contained in the commitment letters, if any, delivered by
Lender, Lender's agreement to make the Revolving Loans hereunder, the use or
intended use of the proceeds of any of the Revolving Loans or the exercise of
any right or remedy hereunder or under the other Loan Documents (the
"Indemnified Liabilities"); provided, that Borrower shall have no obligation to
an Indemnitee hereunder with respect to Indemnified Liabilities arising from
the gross negligence or willful misconduct of that Indemnitee.

SECTION 9.5 Amendments and Waivers.

No amendment, modification, termination or waiver of any
provision of this Agreement or of the other Loan Documents, or consent to any
departure by Borrower therefrom, shall be effective unless the same shall be in
writing and signed by Lender and Borrower. Each amendment, modification,
termination or waiver shall be effective only in the specific instance and for
the specific purpose for which it was given.

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SECTION 9.6 Notices.

Unless otherwise specifically provided herein, all notices
shall be in writing addressed to the respective party as set forth below and
may be personally served, telecopied or sent by overnight courier service or
United States mail and shall be deemed to have been given: (a) if delivered in
person, when delivered; (b) if delivered by telecopy, on the date of
transmission if transmitted on a Business Day before 4:00 p.m. Central time or,
if not, on the next succeeding Business Day; (c) if delivered by overnight
courier, two (2) days after delivery to such courier properly addressed; or (d)
if by U.S. Mail, four (4) Business Days after depositing in the United States
mail, with postage prepaid and properly addressed.

If to Borrower: Precision Response Corporation
1505 N.W. 167th Street
Miami, Florida 33169
Attn: General Counsel
Telecopy No. (305) 626-4742

With a copy to: Marc J. Stone, Esq.
Rubin Baum Levin Constant
Friedman & Bilzin
2500 First Union Financial Center
Miami Florida 33131-2336
Telecopy No. (305) 374-7593

If to Lender: HELLER FINANCIAL, INC.
Attn: HBC Portfolio Manager
500 West Monroe Street
Chicago, Illinois 60661
Telecopy No. (312) 441-7026

With a copy to: HELLER FINANCIAL, INC.
Attn: Legal Department
500 West Monroe Street
Chicago, Illinois 60661
Telecopy No. (312) 441-6969

or to such other address as the party addressed shall have previously
designated by written notice to the serving party, given in accordance with
this subsection 9.6.

SECTION 9.7 Survival of Warranties and Certain
Agreements.

All agreements, representations and warranties made herein
shall survive the execution and delivery of this Agreement and the making of
the Revolving Loans hereunder. Notwithstanding anything in this Agreement or
implied by law to the contrary, the agreements

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of Borrower set forth in subsections 9.3 and 9.4 shall survive the payment of
the Revolving Loans and the termination of this Agreement.

SECTION 9.8 Indulgence Not Waiver.

No failure or delay on the part of Lender in the exercise of
any power, right or privilege shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.

SECTION 9.9 Marshaling; Payments Set Aside.

Lender shall not be under any obligation to marshal any assets
in favor of any Loan Party or any other party or against or in payment of any
or all of the Obligations. To the extent that any Loan Party makes a payment
or payments to Lender or Lender enforces its security interests or exercise its
rights of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law,
state or federal law, common law or equitable cause, then to the extent of such
recovery, the Obligations or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor, shall be revived and continued in
full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred.

SECTION 9.10 Entire Agreement.

This Agreement and the other Loan Documents referred to herein
embody the final, entire agreement among the parties hereto and supersede any
and all prior commitments, agreements, representations, and understandings,
whether written or oral, relating to the subject matter hereof and may not be
contradicted or varied by evidence of prior, contemporaneous, or subsequent
oral agreements or discussions of the parties hereto. There are no oral
agreements among the parties hereto.

SECTION 9.11 Intentionally Omitted.

SECTION 9.12 Severability.

The invalidity, illegality or unenforceability in any
jurisdiction of any provision in or obligation under this Agreement or the
other Loan Documents shall not affect or impair the validity, legality or
enforceability of the remaining provisions or obligations under this Agreement,
or the other Loan Documents or of such provision or obligation in any other
jurisdiction.

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SECTION 9.13 Headings.

Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of
this Agreement for any other purpose or be given any substantive effect.

SECTION 9.14 APPLICABLE LAW.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

SECTION 9.15 Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns except that
Borrower may not assign its rights or obligations hereunder without the prior
written consent of Lender.

SECTION 9.16 No Fiduciary Relationship; Limitation of
Liabilities.

(A) No provision in this Agreement or in any of the other
Loan Documents and no course of dealing between the parties shall be
deemed to create any fiduciary duty by Lender to Borrower.

(B) Neither Lender, nor any affiliate, officer, director,
shareholder, employee, attorney, or agent of Lender shall have any
liability with respect to, and Borrower hereby waives, releases, and
agrees not to sue any of them upon, any claim for any special,
indirect, incidental, or consequential damages suffered or incurred by
Borrower in connection with, arising out of, or in any way related to,
this Agreement or any of the other Loan Documents, or any of the
transactions contemplated by this Agreement or any of the other Loan
Documents. Borrower hereby waives, releases, and agrees not to sue
Lender or any of Lender's affiliates, officers, directors, employees,
attorneys, or agents for punitive damages in respect of any claim in
connection with, arising out of, or in any way related to, this
Agreement or any of the other Loan Documents, or any of the
transactions contemplated by this Agreement or any of the transactions
contemplated hereby.

SECTION 9.17 CONSENT TO JURISDICTION.

BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND
IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S ELECTION, ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS SHALL BE LITIGATED IN

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SUCH COURTS. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF
THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION
WITH THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE OBLIGATIONS.

SECTION 9.18 WAIVER OF JURY TRIAL.

BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS. BORROWER AND LENDER ACKNOWLEDGE THAT
THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP,
THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN
THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER FURTHER WARRANT AND
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.

SECTION 9.19 Construction.

Borrower and Lender each acknowledge that it has had the
benefit of legal counsel of its own choice and has been afforded an opportunity
to review this Agreement and the other Loan Documents with its legal counsel
and that this Agreement and the other Loan Documents shall be construed as if
jointly drafted by Borrower and Lender.

SECTION 9.20 Counterparts; Effectiveness.

This Agreement and any amendments, waivers, consents, or
supplements may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all of which counterparts together
shall constitute but one and the same instrument. This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto.

SECTION 9.21 No Duty.

All attorneys, accountants, appraisers, and other professional
Persons and consultants retained by Lender shall have the right to act
exclusively in the interest of Lender and shall have no duty of disclosure,
duty of loyalty, duty of care, or other duty or obligation of any type or
nature whatsoever to Borrower or any of Borrower's shareholders or any other
Person.

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SECTION 9.22 Confidentiality.

Lender shall hold all nonpublic information identified as such
by Borrower in accordance with such Person's customary procedures for handling
confidential information of this nature and in accordance with safe and sound
business practices and in any event may make disclosure to such of its
respective Affiliates, officers, directors, employees, agents and
representatives as need to know such information in connection with the
Revolving Loans. If Lender is otherwise a creditor of a Borrower, Lender may
use the information in connection with its other credits. Lender may also make
disclosure reasonably required by a bona fide offeree or assignee (or
participation), or as required or requested by any Governmental Authority or
representative thereof, or pursuant to legal process, or to its accountants,
lawyers and other advisors, and shall require any such offeree or assignee (or
participant) to agree (and require any of its offerees, assignees or
participants to agree) to comply with this Section 9.22. In no event shall
Lender be obligated or required to return any materials furnished by Borrower;
provided, however, each Offeree shall be required to agree that if it does not
become a assignee (or participant) it shall return all materials furnished to
it by Borrower in connection herewith.

Witness the due execution hereof by the respective duly
authorized officers of the undersigned as of the date first written above.

HELLER FINANCIAL, INC.

By /s/ Jerome P. Sepich
-------------------------------------------
Its Vice President
------------------------------------------

PRECISION RESPONSE CORPORATION
FEIN: 59-2194806

By /s/ Joseph Gillis
-------------------------------------------
Its Chief Financial Officer
------------------------------------------

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<PAGE> 68

EXHIBITS

Exhibit A Borrowing Base Certificate

Exhibit B Compliance Certificate

Exhibit C Reconciliation Report

Exhibit D Form of Account Debtor Notice

Exhibit E Contribution and Repayment Undertaking
<PAGE> 69

SCHEDULES

1.1(A) Other Liens

4.1(B) Capitalization of Loan Parties

3.1(A) List of Closing Documents

4.4 Indebtedness

4.6 Trade Names (Present and Past Five Years)

4.7 Location of Principal Place of Business, Books and
Records and Collateral and Other Property

4.9 Litigation

4.13 Intellectual Property

4.20 Bank Accounts

4.21 Subsidiaries

4.22 Employee Matters

7.2 Guaranties

7.8 Affiliate Transactions

7.11 ERISA

<PAGE> 1

EXHIBIT 10.17

PRECISION RESPONSE CORPORATION

INDEMNIFICATION AGREEMENT

This Indemnification Agreement ("Agreement") is effective as of
_______________, 1996 by and between Precision Response Corporation, a Florida
corporation (the "Company"), and _______________ ("Indemnitee").

WHEREAS, the Company desires to attract and retain the services of
highly qualified individuals, such as Indemnitee to serve the Company and its
related entities;

WHEREAS, to induce Indemnitee to continue to provide services to the
Company, the Company wishes to provide for the indemnification of, and the
advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Company and Indemnitee recognize the difficulty in
obtaining and maintaining liability insurance for the Company's directors,
officers, employees, agent and fiduciaries, the cost of such insurance and the
limited coverage of such insurance;

WHEREAS, the Company and the Indemnitee further recognize the
substantial level of corporate litigation in general, subjecting directors,
officers, employees, agents and fiduciaries to expensive litigation risks at
the same time as the availability and coverage of liability insurance is
limited;

WHEREAS, the Company and Indemnitee desire to have in place the
additional protection provided by an indemnification agreement providing for
the indemnification and advancement of expenses to the Indemnitee to the
maximum extent permitted by Florida law; and

WHEREAS, in view of the considerations set forth above, the Company
desires that Indemnitee shall be indemnified and advanced expenses by the
Company as set forth herein.

NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth
below.

1. CERTAIN DEFINITIONS.

a. "Change in Control" shall mean, and shall be deemed to
have occurred if, on or after the date of this
Agreement, (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended), other than a trustee or other
fiduciary holding securities under an employee benefit
plan of the Company acting in such capacity or a
corporation owned directly or indirectly by the
shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company,
becomes the "beneficial owner" (as defined in Rule 13d-3
<PAGE> 2

under said Act), directly or indirectly, of securities
of the Company representing more than 50% of the total
voting power represented by the Company's then
outstanding Voting Securities, (ii) individuals who
currently constitute the Board of Directors of the
Company and any new director whose election by the Board
of Directors or nomination for election by the Company's
shareholders was approved by a vote of at least two
thirds (2/3) of the directors who are currently
directors or whose election or nomination for election
was previously so approved, cease for any reason to
constitute a majority thereof, (iii) the shareholders of
the Company approve a merger or consolidation of the
Company with any other corporation other than a merger
or consolidation that would result in the Voting
Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities
of the surviving entity) at least 80% of the total
voting power represented by the Voting Securities of the
Company or such surviving entity outstanding immediately
after such merger or consolidation, or (iv) the
shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale
or disposition by the Company of (in one transaction or
a series of related transactions) all or substantially
all of the Company's assets.

b. "Claim" shall mean with respect to a Covered Event:
any threatened, pending or completed action, suit,
proceeding or alternative dispute resolution mechanism,
or any hearing, inquiry or investigation that
Indemnitee in good faith believes might lead to the
institution of any such action, suit, proceeding or
alternative dispute resolution mechanism, whether civil,
criminal, administrative, investigative or other.

c. References to the "Company" shall include, in addition
to Precision Response Corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger to which
Precision Response Corporation (or any of its wholly
owned subsidiaries) is a party which, if its separate
existence had continued, would have had power and
authority to indemnify its directors, officers,
employees, agents or fiduciaries, so that if Indemnitee
is or was a director, officer, employee, agent or
fiduciary of such constituent corporation, or is or was
serving at the request of such constituent corporation
as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the
resulting or surviving corporation as Indemnitee would
have with respect to such constituent corporation if its
separate existence had continued.

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<PAGE> 3

d. "Covered Event" shall mean any event or occurrence
related to the fact that Indemnitee is or was a
director, officer, employee, agent or fiduciary of
the Company, or any subsidiary of the Company, or is or
was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on
the part of Indemnitee while serving in such capacity.

e. "Expenses" shall mean any and all expenses (including
attorneys' fees and all other costs, expenses and
obligations incurred in connection with investigating,
defending, being a witness in or participating in
(including on appeal), or preparing to defend, to be a
witness in or to participate in, any action, suit,
proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such
settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of any
Claim and any federal, state, local or foreign taxes
imposed on the Indemnitee as a result of the actual or
deemed receipt of any payments under this Agreement.

f. "Expense Advance" shall mean a payment to Indemnitee
pursuant to Section 3 of Expenses in advance of the
settlement of or final judgement in any action, suit,
proceeding or alternative dispute resolution mechanism,
hearing, inquiry or investigation which constitutes a
Claim.

g. "Independent Legal Counsel" shall mean an attorney or
firm of attorneys, selected in accordance with the
provisions of Section 2(d) hereof, who shall not have
otherwise performed services for the Company or
Indemnitee within the last three years (other than with
respect to matters concerning the rights of Indemnitee
under this Agreement, or of other Indemnitees under
similar indemnity agreements).

h. References to "other enterprises" shall include
employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with
respect to an employee benefit plan; and references to
"serving at the request of the Company" shall include
any service as a director, officer, employee, agent or
fiduciary of the Company which imposes duties on, or
involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit
plan, its participants or its beneficiaries; and if
Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of
the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to

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<PAGE> 4

have acted in a manner "not opposed to the best
interests of the Company" as referred to in this
Agreement.

i. "Reviewing Party" shall mean, subject to the provisions
of Section 2(d), any person or body appointed by the
Board of Directors in accordance with applicable law to
review the Company's obligations hereunder and under
applicable law, which may include a member, members or
all of the Company's Board of Directors, Independent
Legal Counsel or any other person or body not a party to
the particular Claim for which Indemnitee is seeking
indemnification.

j. "Section" refers to a section of this Agreement unless
otherwise indicated.

k. "Voting Securities" shall mean any securities of the
Company that vote generally in the election of directors.

2. INDEMNIFICATION.

a. Indemnification of Expenses. Subject to the provisions
of Section 2(b) below, the Company shall indemnify
Indemnitee for Expenses to the fullest extent permitted
by law if Indemnitee was or is or becomes a party to or
witness or other participant in, or is threatened to be
made a party to or witness or other participant in, any
Claim (whether by reason of or arising in part out of a
Covered Event), including all interest, assessments and
other charges paid or payable in connection with or in
respect of such Expenses.

b. Review of Indemnification Obligations. Notwithstanding
the foregoing, in the event any Reviewing Party shall
have determined (in a written opinion, in any case in
which Independent Legal Counsel is the Reviewing Party)
that Indemnitee is not entitled to be indemnified
hereunder under applicable law, (i) the Company shall
have no further obligation under Section 2(a) to make
any payments to Indemnitee not made prior to such
determination by such Reviewing Party, and (ii) the
Company shall be entitled to be reimbursed by Indemnitee
(who hereby agrees to reimburse the Company) for all
Expenses theretofore paid to Indemnitee to which
Indemnitee is not entitled hereunder under applicable
law; provided, however, that if Indemnitee has commenced
or thereafter commences legal proceedings in a court of
competent jurisdiction to secure a determination that
Indemnitee is entitled to be indemnified hereunder under
applicable law, any determination made by any Reviewing
Party that Indemnitee is not entitled to be indemnified
hereunder under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the
Company

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<PAGE> 5

for any Expenses theretofore paid in indemnifying
Indemnitee until a final judicial determination is made
with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed). Indemnitee's
obligation to reimburse the Company for any Expenses
shall be unsecured and no interest shall be charged
thereon.

c. Indemnitee Rights on Unfavorable Determination; Binding
Effect. If any Reviewing Party determines that
Indemnitee substantively is not entitled to be
indemnified hereunder in whole or in part under
applicable law, Indemnitee shall have the right to
commence litigation seeking an initial determination by
the court or challenging any such determination by such
Reviewing Party or any aspect thereof, including the
legal or factual bases therefor, and, subject to the
provisions of Section 16, the Company hereby consents to
service of process and to appear in any such proceeding.
Absent such litigation, any determination by any
Reviewing Party shall be conclusive and binding on the
Company and Indemnitee.

d. Selection of Reviewing Party; Change in Control. If
there has not been a Change in Control, any Reviewing
Party shall be selected by the Board of Directors and,
if there has been such a Change in Control (other than a
Change in Control which has been approved by a majority
of the Company's Board of Directors who were directors
immediately prior to such Change in Control), any
Reviewing Party with respect to all matters thereafter
arising concerning the rights of Indemnitee to
indemnification of Expenses under this Agreement or any
other agreement or under the Company's Articles of
Incorporation or Bylaws as now or hereafter in effect,
or under any other applicable law, if desired by
Indemnitee, shall be Independent Legal Counsel selected
by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld). Such
counsel, among other things, shall render its written
opinion to the Company and Indemnitee as to whether and
to what extent Indemnitee would be entitled to be
indemnified hereunder under applicable law and the
Company agrees to abide by such opinion. The Company
agrees to pay the reasonable fees of the Independent
Legal Counsel referred to above and to indemnify fully
such counsel against any and all expenses (including
attorneys' fees), claims, liabilities and damages
arising out of or relating to this Agreement or its
engagement pursuant hereto. Notwithstanding any other
provision of this Agreement, the Company shall not be
required to pay Expenses of more than one Independent
Legal Counsel in connection with all matters concerning
a single Indemnitee, and such Independent Legal Counsel
shall be the Independent Legal Counsel for any or all
other Indemnitees unless (i) the employment of separate
counsel by one or more Indemnitees has been previously
authorized by the Company in writing, or

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<PAGE> 6

(ii) an Indemnitee shall have provided to the Company a
written statement that such Indemnitee has reasonably
concluded that there may be a conflict of interest
between such Indemnitee and the other Indemnitees with
respect to the matters arising under this Agreement.

c. Mandatory Payment of Expenses. Notwithstanding any
other provision of this Agreement other than Section 10
hereof, to the extent that Indemnitee has been
successful on the merits or otherwise, including,
without limitation, the dismissal of an action without
prejudice, in defense of any Claim, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee
in connection therewith.

3. EXPENSE ADVANCES.

a. Obligation to Make Expense Advances. Upon receipt of a
written undertaking by or on behalf of the Indemnitee
to repay such amounts if it shall ultimately be
determined that the Indemnitee is not entitled to be
indemnified by the Company under applicable law, the
Company shall make Expense Advances to Indemnitee.

b. Form of Undertaking. Any obligation to repay any
Expense Advances hereunder pursuant to a written
undertaking by the Indemnitee shall be unsecured and no
interest shall be charged thereon.

c. Determination of Reasonable Expense Advances. The
parties agree that for the purposes of any Expense
Advance for which Indemnitee has made written demand to
the Company in accordance with this Agreement, all
Expenses included in such Expense Advance that are
certified by affidavit of Indemnitee's counsel as being
reasonable shall be presumed conclusively to be
reasonable.

4. PROCEDURES FOR INDEMNIFICATION AND EXPENSE ADVANCES.

a. Timing of Payments. All payments of Expenses
(including without limitation Expense Advances) by the
Company to the Indemnitee pursuant to this Agreement
shall be made to the fullest extent permitted by law as
soon as practicable after written demand by Indemnitee
therefor is presented to the Company, but in no event
later than thirty (30) business days after such written
demand by Indemnitee is presented to the Company, except
in the case of Expense Advances, which shall be made no
later than ten (10) business days after such written
demand by Indemnitee is presented to the Company.

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<PAGE> 7

b. Notice/Cooperation By Indemnitee. Indemnitee shall,
as a condition precedent to Indemnitee's right to be
indemnified or Indemnitee's right to receive Expense
Advances under this Agreement, give the Company notice
in writing as soon as practicable of any Claim made
against Indemnitee for which indemnification will or
could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer
of the Company at the address shown on the signature
page of this Agreement (or such other address as the
Company shall designate in writing to Indemnitee). In
addition, Indemnitee shall give the Company such
information and cooperation as it may reasonably require
and as shall be within Indemnitee's power.

c. No Presumptions; Burden of Proof. For purposes of this
Agreement, the termination of any Claim by judgment,
order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo
contendere, or its equivalent, shall not create a
presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or
that a court has determined that indemnification is not
permitted by this Agreement or applicable law. In
addition, neither the failure of any Reviewing Party to
have made a determination as to whether Indemnitee has
met any particular standard of conduct or had any
particular belief, nor an actual determination by any
Reviewing Party that Indemnitee has not met such
standard of conduct or did not have such belief, prior
to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee
should be indemnified under this Agreement under
applicable law, shall be a defense to Indemnitee's claim
or create a presumption that Indemnitee has not met any
particular standard of conduct or did not have any
particular belief. In connection with any determination
by any Reviewing Party or otherwise as to whether the
Indemnitee is entitled to be indemnified hereunder under
applicable law, the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.

d. Notice to Insurers. If, at the time of the receipt by
the Company of a notice of a Claim pursuant to Section
4(b) hereof, the Company has liability insurance in
effect which may cover such Claim, the Company shall
give prompt notice of the commencement of such Claim to
the insurers in accordance with the procedures set forth
in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such
insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such Claim in accordance
with the terms of such policies.

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<PAGE> 8

e. Selection of Counsel. In the event the Company shall
be obligated hereunder to provide indemnification for
or make any Expense Advances with respect to the
Expenses of any Claim, the Company, if appropriate,
shall be entitled to assume the defense of such Claim
with counsel approved by Indemnitee (which approval
shall not be unreasonably withheld) upon the delivery to
Indemnitee of written notice of the Company's election
to do so. After delivery of such notice, approval of
such counsel by Indemnitee and the retention of such
counsel by the Company, the Company will not be liable
to Indemnitee under this Agreement for any fees or
expenses of separate counsel subsequently retained by or
on behalf of Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to
employ Indemnitee's separate counsel in any such Claim
at Indemnitee's expense and (ii) if (A) the employment
of separate counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have
reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the
conduct of any such defense, or (C) the Company shall
not continue to retain such counsel to defend such
Claim, then the fees and expenses of Indemnitee's
separate counsel shall be Expenses for which Indemnitee
may receive indemnification or Expense Advances
hereunder.

5. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

a. Scope. The Company hereby agrees to indemnify the
Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not
specifically authorized by the other provisions of this
Agreement, the Company's Articles of Incorporation, the
Company's Bylaws or by statute. In the event of any
change after the date of this Agreement in any
applicable law, statute or rule which expands the right
of a Florida corporation to indemnify a member of its
board of directors or an officer, employee, agent or
fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any
change in any applicable law, statute or rule which
narrows the right of a Florida corporation to indemnify
a member of its board of directors or an officer,
employee, agent or fiduciary, such change, to the extent
not otherwise required by such law, statute or rule to
be applied to this Agreement, shall have no effect on
this Agreement or the parties' rights and obligations
hereunder except as set forth in Section 10(a) hereof.

b. Nonexclusivity. The indemnification and the payment of
Expense Advances provided by this Agreement shall be in
addition to any rights to

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<PAGE> 9

which Indemnitee may be entitled under the
Company's Articles of Incorporation, its Bylaws,
any other agreement, any vote of shareholders or
disinterested directors, the Florida Business
Corporation Act or otherwise. The indemnification
and the payment of Expense Advances provided under
this Agreement shall continue as to Indemnitee for
any action taken or not taken while serving in an
indemnified capacity even though subsequent thereto
Indemnitee may have ceased to serve in such
capacity.

6. NO DUPLICATION OF PAYMENTS. The Company shall not be
liable under this Agreement to make any payment in
connection with any Claim made against Indemnitee to the
extent Indemnitee has otherwise actually received
payment (under any insurance policy, provision of the
Company's Articles of Incorporation, Bylaws or
otherwise) of the amounts otherwise payable hereunder.

7. PARTIAL INDEMNIFICATION. If Indemnitee is entitled
under any provision of this Agreement to
indemnification by the Company for some or a portion of
Expenses incurred in connection with any Claim, but not,
however, for all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the
portion of such Expenses to which Indemnitee is
entitled.

8. MUTUAL ACKNOWLEDGMENT. Both the Company and
Indemnitee acknowledge that in certain instances,
federal law or applicable public policy may prohibit the
Company from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or
otherwise. Indemnitee understands and acknowledges that
the Company has undertaken or may be required in the
future to undertake with the Securities and Exchange
Commission to submit the question of indemnification to
a court in certain circumstances for a determination of
the Company's right under public policy to indemnify
Indemnitee.

9. LIABILITY INSURANCE. To the extent the Company
maintains liability insurance applicable to directors,
officers, employees, agents or fiduciaries, Indemnitee
shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are
provided to the most favorably insured of the Company's
directors, if Indemnitee is a director; or of the
Company's officers, if Indemnitee is not a director of
the Company but is an officer; or of the Company's key
employees, agents or fiduciaries, if Indemnitee is not
an officer or director but is a key employee, agent or
fiduciary.

10. EXCEPTIONS. Notwithstanding any other provision of
this Agreement, the Company shall not be obligated
pursuant to the terms of this Agreement:

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<PAGE> 10

a. Excluded Action or Omissions. To indemnify or make
Expense Advances to Indemnitee with respect to Claims
arising out of acts, omissions or transactions for which
Indemnitee is prohibited from receiving indemnification
under applicable law.

b. Claims Initiated by Indemnitee. To indemnify or make
Expense Advances to Indemnitee with respect to Claims
initiated or brought voluntarily by Indemnitee and not
by way of defense, counterclaim or crossclaim, except
(i) with respect to actions or proceedings brought to
establish or enforce a right to indemnification under
this Agreement or any other agreement or insurance
policy or under the Company's Articles of Incorporation
or Bylaws now or hereafter in effect relating to Claims
for Covered Events, (ii) in specific cases if the Board
of Directors has approved the initiation or bringing of
such Claim, or (iii) as otherwise required under Section
607.0850 of the Florida Business Corporation Act,
regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification,
Expense Advances, or insurance recovery, as the case may
be.

c. Lack of Good Faith. To indemnify Indemnitee for any
Expenses incurred by the Indemnitee with respect to any
action instituted (i) by Indemnitee to enforce or
interpret this Agreement, if a court having jurisdiction
over such action determines as provided in Section 13
that each of the material assertions made by the
Indemnitee as a basis for such action was not made in
good faith or was frivolous, or (ii) by or in the name
of the Company to enforce or interpret this Agreement,
if a court having jurisdiction over such action
determines as provided in Section 13 that each of the
material defenses asserted by Indemnitee in such action
was made in bad faith or was frivolous.

d. Claims under Section 16(b). To indemnify Indemnitee
for Expenses and the payment of profits arising from
the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange
Act of 1934, as amended, or any similar successor
statute.

11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.

12. BINDING EFFECT; SUCCESSORS AND ASSIGNS. This Agreement shall
be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors, assigns
(including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all
of the business or assets of the Company), spouse, heirs and
personal and legal representatives. The Company shall require
and cause any successor (whether

-10-
<PAGE> 11

direct or indirect, and whether by purchase, merger,
consolidation or otherwise) to all, substantially all,
or a substantial part, of the business or assets of the
Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and
agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to
perform if no such succession had taken place. This
Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as a director, officer,
employee, agent or fiduciary (as applicable) of the
Company or of any other enterprise at the Company's
request.

13. EXPENSES INCURRED IN ACTION RELATING TO ENFORCEMENT
OR INTERPRETATION. In the event that any action is
instituted by Indemnitee under this Agreement or under
any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof
or thereof, Indemnitee shall be entitled to be
indemnified for all Expenses incurred by Indemnitee with
respect to such action (including without limitation
attorneys' fees), regardless of whether Indemnitee is
ultimately successful in such action, unless as a part
of such action a court having jurisdiction over such
action makes a final judicial determination (as to which
all rights of appeal therefrom have been exhausted or
lapsed) that each of the material assertions made by
Indemnitee as a basis for such action was not made in
good faith or was frivolous; provided, however, that
until such final judicial determination is made,
Indemnitee shall be entitled under Section 3 to receive
payment of Expense Advances hereunder with respect to
such action. In the event of an action instituted by or
in the name of the Company under this Agreement to
enforce or interpret any of the terms of this Agreement,
Indemnitee shall be entitled to be indemnified for all
Expenses incurred by Indemnitee in defense of such
action (including without limitation costs and expenses
incurred with respect to Indemnitee's counterclaims and
cross-claims made in such action), unless as a part of
such action a court having jurisdiction over such action
makes a final judicial determination (as to which all
rights of appeal therefrom have been exhausted or
lapsed) that each of the material defenses asserted by
Indemnitee in such action was made in bad faith or was
frivolous; provided, however, that until such final
judicial determination is made, Indemnitee shall be
entitled under Section 3 to receive payment of Expense
Advances hereunder with respect to such action.

14. PERIOD OF LIMITATIONS. No legal action shall be
brought and no cause of action shall be asserted by or
in the right of the Company against Indemnitee,
Indemnitee's estate, spouse, heirs, executors or
personal or legal representatives after the expiration
of two years from the date of accrual of such cause of
action, and any claim or cause of action of the Company
shall be extinguished and deemed released unless
asserted by the timely filing of a legal action within
such

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<PAGE> 12

two year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any
such cause of action, such shorter period shall govern.

15. NOTICE. All notices, requests, demands and other
communications under this Agreement shall be in writing
and shall be deemed duly given (i) if delivered by hand
and signed for by the party addressed, on the date of
such delivery, or (ii) if mailed by domestic certified
or registered mail with postage prepaid, on the third
business day after the date postmarked. Addresses for
notice to either party are as shown on the signature
page of this Agreement, or as subsequently modified by
written notice.

16. CONSENT TO JURISDICTION. The Company and Indemnitee
each hereby irrevocably consent to the jurisdiction of
the courts of the State of Florida for all purposes in
connection with any action or proceeding which arises
out of or relates to this Agreement.

17. SEVERABILITY. The provisions of this Agreement shall
be severable in the event that any of the provisions
hereof (including any provision within a single section,
paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain
enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the
provisions of this Agreement (including without
limitation each portion of this Agreement containing any
provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or
unenforceable) shall be construed so as to give effect
to the intent manifested by the provision held invalid,
illegal or unenforceable.

18. CHOICE OF LAW. This Agreement, and all rights,
remedies, liabilities, powers and duties of the parties
to this Agreement, shall be governed by and construed in
accordance with the laws of the State of Florida as
applied to contracts between Florida residents entered
into and to be performed entirely in the State of
Florida without regard to principles of conflicts of
laws.

19. SUBROGATION. In the event of payment under this
Agreement, the Company shall be subrogated to the
extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all documents required
and shall do all acts that may be necessary to secure
such rights and to enable the Company effectively to
bring suit to enforce such rights.

20. AMENDMENT AND TERMINATION. No amendment, modification,
termination or cancellation of this Agreement shall be
effective unless it is in writing signed by both the
parties hereto. No waiver of any of the provisions of
this Agreement

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<PAGE> 13

shall be deemed to be or shall constitute a waiver of
any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver.

21. INTEGRATION AND ENTIRE AGREEMENT. This Agreement
sets forth the entire understanding between the parties
hereto and supersedes and merges all previous written
and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between
the parties hereto.

22. NO CONSTRUCTION AS EMPLOYMENT AGREEMENT. Nothing
contained in this Agreement shall be construed as
giving Indemnitee any right to be retained in the employ
of the Company or any of its subsidiaries or affiliated
entities.

IN WITNESS WHEREOF, the parties hereto have executed this
Indemnification Agreement as of the date first above written.

PRECISION RESPONSE CORPORATION

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

Address: 1505 N.W. 167th Street
Miami, Florida 33169
AGREED TO AND ACCEPTED

INDEMNITEE:

-----------------------------
(signature)

Name
-------------------------
Address

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

-13-

<PAGE> 1
EXHIBIT 10.18

NET LEASE

13180 N.W. 43RD AVENUE (STANLEY BUILDING)

THIS LEASE AGREEMENT ("Lease") made as of the 1st day of May, 1996 by
and between MJG Properties, Inc., having an address at 1505 N.W. 167th Street,
Miami, Florida 33169 ("Landlord") and Precision Response Corporation, having
an address at 1505 N.W. 167th Street, Miami, Florida 33169 ("Tenant").

ARTICLE 1
PREMISES; TERM; DEFINITIONS

SECTION 1.1 PREMISES. Landlord demises and leases to Tenant, and
Tenant leases and takes from Landlord, that certain parcel of land described in
Exhibit "A" ("Land"), together with the building thereon ("Building"), and
together with all personal property, fixtures and equipment placed thereon, now
or hereafter, by Landlord or Tenant, and affixed to or used in connection
therewith ("Personalty"), (the Land, Building and Personalty are collectively
referred to as the "Premises").

SECTION 1.2 TERM. The term of the Lease ("Lease Term") shall commence
as of May 1, 1996 ("Commencement Date") and shall expire on April 30, 2001.
Tenant has one option to extend the Lease Term for a period of five years on
the same terms as are contained in this Lease other than the right of further
extension. In no event shall the Lease Term be extended beyond 10 years from
the Commencement Date. Any exercise of Tenant's option to extend the Lease
Term shall be effective only if made at least 240 days prior to the then
termination date of the Lease provided Tenant is not in default under this
Lease at the time of exercise of such option and at the time of commencement of
the extended term. Time shall be of the essence by the latest date upon which
Tenant may exercise its option. Upon the exercise of the option, the phrase
"Lease Term" shall mean the term of this Lease as extended by the exercise of
such option.

SECTION 1.3 DEFINITIONS. As used in this Lease, the following terms
shall have the meanings set forth below:

(a) "Interest Rate" means the lesser of (i) the maximum
rate per annum permitted to be collected from the Party obligated for payment
or (ii) 18% per annum.

(b) "Lease Year" means a period of 365 consecutive days
(366 in any leap year); the first Lease Year shall commence on the Commencement
Date and each Lease Year thereafter shall commence on an anniversary of such
Commencement Date.

(c) "Legal Requirements" includes: all ordinances,
orders, rules, regulations and requirements of all federal, state and municipal
governments, courts; rules and regulations of the Insurance Service Office, any
insurance rating organization or other body exercising similar functions; and
the provisions of applicable insurance policies in effect with respect to the
Premises.

<PAGE> 2

(d) "Mortgage" means any mortgage, deed of trust or
security instrument which creates a lien on or interest in the Premises.

(e) "Mortgagee" shall mean the holder of any Mortgage.

(f) "Parties" shall mean both, and "Party" shall mean
either, Landlord and Tenant.

(g) "Tenant" shall mean the party named as tenant in this
Lease and any party succeeding to the interest of Tenant in this Lease in
accordance with its provisions.

ARTICLE 2
RENT

SECTION 2.1 RENT AND ADDITIONAL RENT. Tenant covenants and agrees to
pay to Landlord at the address of Landlord specified in or furnished pursuant
to the terms of this Lease, during the Lease Term: rental at the rate of
$23,844.00 per annum in monthly installments of $1,987.00 in advance on the
first day of each month ("Rent"); together with costs, expenses and other
payments which Tenant, by virtue of any of the provisions of this Lease,
assumes or agrees to pay ("Additional Rent"). The Rent and Additional Rent
shall be paid to Landlord without notice, demand, abatement, deduction, or
set-off. Any installment of Rent or Additional Rent not paid when due shall
thereafter bear, as a "late charge", interest at the Interest Rate. Such late
charge shall be deemed to be Additional Rent. In the event that the
Commencement Date or expiration date of this Lease is on a date other than the
first day and last day respectively of any month, then the Rent for such month
shall be prorated.

SECTION 2.2 COST OF LIVING ADJUSTMENT. For the period beginning with
the commencement of the second Lease Year and on the commencement of each Lease
Year thereafter, Rent shall be subject to an increase in proportion to the
increase in the U.S. Bureau of Labor Statistics, Consumer Price Index for Urban
Wage Earners and Clerical Employees (all items, U.S. City Average 1982-84=100)
("Index"). Rent for each Lease Year beginning with the second Lease Year shall
be computed by multiplying the Rent payable for the immediately preceding year
("Prior Year Rent") by a fraction, the numerator of which shall be the amount
of the Index as of the month of February immediately prior to the Lease Year
for which an adjustment is being made ("Current Index") and the denominator of
which is the Index as of February of the immediately prior year ("Prior
Index"). The computation expressed in formula terms is as follows:

New Rent = Prior Year Rent x Current Index
-------------
Prior Index.

2
<PAGE> 3

accordance with the rules of the American Arbitration Association in Dade
County, Florida. This provision shall apply during any extension of the Term
pursuant to Section 1.2.

SECTION 2.3 NET LEASE. It is the purpose and intent of Landlord and
Tenant that the Rent and Additional Rent shall be absolutely net to Landlord
during the entire Lease Term. To such end, any and all costs, expenses and
obligations of every kind and nature whatsoever (except interest and principal
payable under any Mortgage) relating to the Premises which may arise or may
become due during the Lease Term shall be paid by Tenant and Landlord shall be
indemnified and saved harmless by Tenant from and against the same. No
abatement, diminution or reduction of Rent or Additional Rent, or any other
charges or compensation shall be claimed by or allowed to Tenant, or any
persons claiming under Tenant, under any circumstances, whether for
inconvenience, discomfort, interruption of business or otherwise, arising from
the making of alterations, changes, additions, improvements or repairs to the
Premises or any part thereof by virtue or because of any present or future
Legal Requirements, or by virtue or arising from, and during, the restoration
of the Premises after destruction or damage by fire or other cause or by any
taking or condemnation of the Premises.

ARTICLE 3
IMPOSITIONS

SECTION 3.1 TENANT'S OBLIGATION. Tenant shall pay when due all of the
following, referred to collectively as "Impositions" and individually as an
"Imposition": (a) all real estate taxes, special or general assessments, water
and sewer rents and other all governmental charges of whatever nature, imposed
against the Premises, any Personal Property or any rent; (b) all sales, use and
similar taxes which at any time may be levied, assessed or payable on account
of the leasing or use of the Premises; and (c) all charges for utilities
(including water, sewer, garbage and electricity) and communications services
rendered to or used on the Premises. The provisions of this Section shall not
require Tenant to pay any municipal, state or federal income taxes assessed
against Landlord or any municipal, state or federal capital levy, estate,
succession, inheritance, franchise or transfer taxes of Landlord. Should any
assessments be payable in installments, Tenant may pay same in installments.
Tenant shall furnish to Landlord bills of the appropriate taxing authority
respecting any Imposition marked "PAID" or otherwise reflecting and evidencing
that the same has been paid. If there is any change in the system of taxation
which is in substitution for, or in addition to, the present system and should
any governmental authority having jurisdiction over all or any portion of the
Premises impose a tax and/or assessment of any kind or any nature upon,
against, measured by or with respect to the rentals payable to Landlord under
this Lease or with respect to the ownership of the Premises by Landlord (or any
individual or entity forming the Landlord), then such tax and/or assessment
shall be deemed to constitute "Impositions" for the purposes of this Lease and
for which Tenant is responsible. Impositions payable for the tax year in which
this Lease commences and/or expires shall be prorated between Landlord and
Tenant.

SECTION 3.2 RIGHT TO CONTEST. Tenant may contest or review any
Impositions provided (a) Tenant deposits with Landlord such security as
Landlord reasonably requests, (b) such contest is conducted in good faith and
would not subject the Premises to the danger of being lost or forfeited and (c)
such contest would not subject Landlord to any fine or penalty.

3
<PAGE> 4

SECTION 3.3 ESCROWS. If, under any Mortgage, there is a provision
requiring advance deposits of Impositions with such Mortgagee, then Tenant
agrees to make such deposits. In the event no Mortgage requires deposits for
Impositions, Landlord may require Tenant to make such payments to Landlord at
any time during the Lease Term. Upon demand from Landlord, Tenant agrees to
deposit with Landlord, on the first day of each and every month during so much
of the Lease Term as this Section is operative, one-twelfth of the Impositions
demanded by Landlord, on the first day of each and every month during so much
of the Lease Term as this Section is operative, and shall deposit, at least 30
days prior to the due date for any such Impositions, such additional deposit
may be necessary so that Landlord shall have received from Tenant amounts
sufficient to pay such Impositions in full when due. The deposits required
under this Section 3.3 shall be deemed Additional Rent.

SECTION 3.4 REDUCTIONS IN ASSESSED VALUE.

(a) Tenant shall have a right to seek a reduction in the
valuation of the Premises assessed for tax purposes and to prosecute any action
or proceeding in connection therewith. Provided this Lease is in full force
and effect, Tenant shall be authorized to collect and retain any tax refund
obtained by virtue of reduction in the valuation of the Premises by Tenant's
efforts. Landlord shall not be required to join in any such proceedings unless
the provisions of any law, rule or regulation in effect at the time shall
require that such proceedings be brought by and/or in the name of Landlord or
any owner of the Premises, in which event Landlord shall join in such
proceedings or permit the same to be brought in Landlord's name. Landlord
shall not be subject to any liability for the payment of any costs or expenses
in connection with any such proceedings and Tenant shall indemnify and same
harmless Landlord from any such costs, expenses and attorneys' fees.

(b) Landlord may, if Landlord desires, endeavor at any
time or times to obtain a lowering of the assessed valuation upon the Premises
for the purpose of reducing taxes. Tenant will cooperate in effecting such a
reduction and will pay the costs of such up to an amount equal to the tax
savings.

ARTICLE 4
SURRENDER

SECTION 4.1 CONDITION OF PREMISES. Tenant shall on the last day of
the Lease Term or upon an earlier termination of this Lease, or upon any
re-entry into the Premises pursuant to Article 18, surrender the Premises to
Landlord without delay in good order, condition and repair, reasonable wear and
tear excepted. The Premises shall be surrendered free and clear of all liens
and encumbrances other than those, if any, created by Landlord, and without any
payment or allowance for any personalty on the Land at the time of the
surrender, whether or not the same, or any part thereof, shall have been paid
for or purchased by Tenant.

SECTION 4.2 TENANT'S PROPERTY. Any personal property, fixtures and
furnishings of Tenant remaining on the Premises after Tenant vacates may, at
the option of Landlord, be deemed to have

4
<PAGE> 5

been abandoned by Tenant and either may be retained by Landlord as Landlord's
property or be disposed of without accountability in any manner as Landlord may
see fit. Tenant shall be entitled to remove Tenant's personal property if
Tenant repairs all damage caused by such removal. Landlord shall not be
responsible for any loss or damage occurring to any property owned by Tenant or
any occupant of the Premises.

ARTICLE 5
INSURANCE

SECTION 5.1 SCOPE OF COVERAGE. During the Lease Term, Tenant shall
continuously and at all times provide and keep in force:

(a) hazard insurance in an amount not less than 100% of
full replacement cost of the Premises, as determined from time to time in
Landlord's sole discretion;

(b) insurance against liability for personal injury and
property damage in such amounts as Landlord may from time to time reasonably
require, but in no event less that $3,000,000 for personal injury and $500,000
for property damage;

(d) such other insurance, coverage and amounts as may
from time to time by required by Landlord which other insurance shall insure
against such other insurable hazards as at the time are commonly insured
against in the case of premises similarly situated.

SECTION 5.2 REQUIRED PROVISIONS. All insurance provided by Tenant
shall be carried in favor of Landlord, Tenant, all Mortgagees and any other
party or parties designated by Landlord, as their respective interests may
appear. Hazard insurance shall provide that loss, if any, shall be payable to
the holder of a Mortgage under a standard mortgagee clause. All insurance shall
be taken in such responsible companies and such forms of policies as Landlord
shall approve. The original insurance policies shall be delivered to Landlord,
or, when requested, to the holder of any Mortgage, in which case copies of the
policies or certificates of such insurance shall be delivered by Tenant to
Landlord. Each of the policies shall contain (i) the agreement of the insurer
to give Landlord and Mortgagee, if any, at least 30 days notice prior to
cancellation or change in said policies or any one of them, (ii) waiver of
subrogation rights against Landlord by Tenant's insurers, (iii) agreement that
said policies are primary and non-contributing with any insurance that may be
carried by Landlord, (iv) a statement that the insurance shall not be
invalidated should any insured waive in writing prior to any loss any or all
right of recovery against any party for loss accruing to the property described
in the insurance policy, and (v) a provision that no act or omission of Tenant
shall affect or limit the obligation of the insurance company to pay the amount
of any loss sustained. Tenant shall procure policies for all such insurance for
a period of not less than one year and shall deliver to Landlord and/or
Landlord's designee evidence of the payment of premiums. Tenant shall procure
renewals from time to time at least 60 days prior to expiration of any policy.
Upon the expiration of the Lease Term, provided

5
<PAGE> 6

Tenant shall not then be in default under this Lease, Landlord shall apportion
and pay to Tenant the unearned premiums on all transferable insurance then
carried by Tenant as required by this Article 5.

SECTION 5.3 ESCROW. If, under any Mortgage, there is a provision
requiring advance deposits for insurance premiums for insurance maintained with
respect to the Premises, then Tenant agrees to make such deposits to Landlord.
In the event no Mortgage requires such deposits Landlord may, upon demand,
require the same at any time during the Lease Term. Upon such demand, Tenant
agrees to deposit with Landlord, on the first day of each month, during so much
of the Lease Term as this Section is operative, one-twelfth of the insurance
premiums for insurance then in effect and, at least 30 days prior to the due
date for payment, the amount of any premiums necessary to keep the insurance
required in full force and effect after allowance for amounts previously
deposited.

ARTICLE 6
LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

If Tenant at any time fails to fulfill any of Tenant's obligations,
including, without limitation, maintenance or delivery of any of the insurance
policies required by Article 5, or should Tenant fail to make any other payment
or perform any other act on Tenant's part to be made or performed, then
Landlord, after 10 days' notice to Tenant (or without notice in case of an
emergency) and without waiving or releasing Tenant from any obligation in this
Lease, may (but shall be under no obligation to) make any other payment or
perform any other act on Tenant's part to be made or performed under this Lease
and enter the Premises for such purpose. All costs and expenses incurred by
Landlord for such performance, including reasonable attorneys' fees, together
with interest thereon at the Interest Rate from the respective dates of
Landlord's payment, shall constitute Additional Rent and shall be paid by
Tenant to Landlord on demand.

ARTICLE 7
MAINTENANCE AND REPAIR

SECTION 7.1 TENANT'S OBLIGATION. Throughout the Lease Term, and
notwithstanding any Legal Requirements requiring Landlord to maintain and
repair the Premises (which such requirements are expressly waived by Tenant),
Tenant will maintain the Premises in good condition and repair, subject to
ordinary wear and tear, and in a safe and clean condition. Tenant will make all
necessary or desirable repairs, interior, exterior, structural, non-structural,
ordinary, extraordinary and foreseeable and unforeseeable. Upon the
commencement of any work or alteration or repair, Tenant shall provide Landlord
notice of same and Landlord shall be permitted to post on and affix to the
Premises proper notice of non-responsibility. All repairs made by Tenant shall
be, to the extent possible, identical or superior in quality, value and class
to the original work. Tenant shall comply with the provisions of Article 9 in
making repairs as if they were Alterations. The term "repairs" shall include,
but not be limited to, all necessary replacements, renewals, alterations,
additions and betterments to the Premises.

6
<PAGE> 7

SECTION 7.2 AS IS CONDITION. Landlord shall not be required to (i)
furnish any services or facilities to the Premises, and (ii) make any
alteration, addition, change, improvement, replacement or repair to, or to
demolish, any Building. Tenant assumes the full and sole responsibility for the
condition, operation, repair, replacement, maintenance and management of the
Premises. Tenant accepts the Premises "as is" subject to existing zoning,
existing state of title, any Mortgage and existing condition of the Premises.
Tenant waives any defects in the Premises and any failure by Landlord to
deliver the Premises in good condition.

ARTICLE 8
COMPLIANCE; HAZARDOUS MATERIALS

SECTION 8.1 COMPLIANCE WITH LEGAL REQUIREMENTS. Tenant will
promptly comply with all present and future Legal Requirements, foreseen or
unforeseen, ordinary as well as extraordinary, which may be applicable to the
Premises or to the use or manner of use of the Premises or to the owners,
tenants or occupants thereof, whether or not such Legal Requirements shall
necessitate structural changes or improvements or interfere with the use and
enjoyment of the Premises.

SECTION 8.2 HAZARDOUS MATERIALS. Tenant shall not, without
the prior consent of Landlord, cause or permit, knowingly or unknowingly, any
Hazardous Material to be brought or remain upon, kept, used, discharged,
leaked, or emitted in or about, or treated at the Premises. "Hazardous
Material" means any hazardous, toxic or radioactive substance, material, matter
or waste which is or becomes regulated by any federal, state or local law,
ordinance, order, rule, regulation, code or any other governmental restriction
or requirement, and shall include asbestos, petroleum products and those items
included within the terms "Hazardous Substance" and "Hazardous Waste" as
defined in the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA"), as amended, 42 U.S.C. Section 9601 et seq., the Resource
Conservation and Recovery Act ("RCRA"), as amended, 42 U.S.C. Section 6901 et
seq. To obtain Landlord's consent, Tenant shall prepare an "Environmental
Audit" for Landlord's review. Such Environmental Audit shall list: (1) the
name(s) of each Hazardous Material and a Material Safety Data Sheet (MSDS) as
required by the Occupational Safety and Health Act; (2) the volume proposed to
be used, stored and/or treated at the Premises (monthly); (3) the purpose of
such Hazardous Material; (4) the proposed on-premises storage location(s); (5)
the name(s) of the proposed off-premises disposal entity; and (6) an emergency
preparedness plan in the event of a release. Additionally, the Environmental
Audit shall include copies of all required federal, state, and local permits
concerning or related to the proposed use, storage, or treatment of any
Hazardous Material at the Premises. Tenant shall submit a new Environmental
Audit whenever it proposes to use, store, or treat a new Hazardous Material at
the Premises or when the volume of existing Hazardous Materials to be used,
stored, or treated at the Premises expands by 10% during any 30 day period. If
Landlord, in its reasonable judgment, finds the Environmental Audit acceptable,
then Landlord shall deliver to Tenant Landlord's consent. Notwithstanding such
consent, Landlord may revoke its consent upon: (1) Tenant's failure to remain
in full compliance with applicable environmental permits and/or any other
requirements under any federal, state, or local law, ordinance, order, rule,
regulation, code or any other governmental restriction or requirement
(including but not limited to CERCLA and RCRA), related to environmental
safety, human health, or employee safety;

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(2) Tenant's business operations pose or potentially pose a human health risk
to other Tenants; or (3) Tenant expands its use, storage, or treatment of any
Hazardous Material in a manner inconsistent with the safe operation of a
shopping center. Should Landlord consent to Tenant bringing, using, storing or
treating any Hazardous Material in or upon the Premises, Tenant shall strictly
obey and adhere to any and all federal, state or local laws, ordinances,
orders, rules, regulations, codes or any other governmental restrictions or
requirements (including but not limited to CERCLA and RCRA), which in any way
regulate, govern or impact Tenant's possession, use, storage, treatment or
disposal of said Hazardous Material. In addition, Tenant represents and
warrants to Landlord that (1) Tenant shall apply for and remain in compliance
with any and all federal, state or local permits in regard to any Hazardous
Material; (2) Tenant shall report to any and all applicable governmental
authorities any release of reportable quantities of any Hazardous Material as
required by any and all federal, state or local laws, ordinances, orders,
rules, regulations, codes or any other governmental restrictions or
requirements; (3) Tenant, within 5 days of receipt, shall send Landlord a copy
of any notice, order, inspection report, or other document issued by any
governmental authority relevant to Tenant's compliance status with
environmental or health and safety laws; and, (4) Tenant shall remove from the
Premises all Hazardous Materials at the termination of this Lease.

In addition to, and in no way limiting, Tenant's duties and
obligations as set forth in this Lease, should Tenant breach any of its duties
and obligations as set forth in this Section, or if the presence of any
Hazardous Material on the Premises results in contamination of the Premises,
any land other than the Land, the atmosphere, or any water or waterway
(including groundwater), or if contamination of the Premises by any Hazardous
Material otherwise occurs for which Tenant is otherwise legally liable to
Landlord for resulting damages, Tenant shall indemnify, save harmless and, at
Landlord's option and with attorneys approved by Landlord, defend Landlord, and
its contractors, agents, employees, partners, officers, directors, and
mortgagees, if any, from any and all claims, demands, damages, expenses, fees,
costs, fines, penalties, suits, proceedings, actions, causes of action, and
losses of any and every kind and nature (including, without limitation,
diminution in value of the Premises, damages for the loss or restriction on use
of the rentable or usable space or of any amenity of the Premises and sums paid
in settlement of claims and for attorney's fees, consultant fees and expert
fees, which may arise during or after the Lease Term or any extension thereof
as a result of such contamination). This includes, without limitation, costs
and expenses, incurred in connection with any investigation of site conditions
or any cleanup, remedial, removal or restoration work required by any federal,
state or local governmental agency or political subdivision because the
presence of any Hazardous Material on or about the Premises, or because of the
presence of any Hazardous Material anywhere else which originated or otherwise
emanated from Tenant or the Premises. Without limiting the foregoing, if the
presence of any Hazardous Material on or about the Premises caused or permitted
by Tenant results in any contamination of the Premises, Tenant shall, at its
sole expense, promptly take all actions and expense as are necessary to return
the Premises and/or the Center to the condition existing prior to the
introduction of any such Hazardous Material to the Premises; provided, however,
that Landlord's approval of such actions shall first be obtained.

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ARTICLE 9
ALTERATIONS

SECTION 9.1 ALTERATIONS. Tenant shall have the right, at any
time and from time to time during the Lease Term, to make changes, alterations
improvements and additions (collectively and individually referred to as
"Alterations") in or to the Premises, provided Tenant shall first secure the
prior consent of Landlord and the holder of any Mortgage requiring consent.
Landlord may withhold Landlord's consent to any Alterations in Landlord's
unfettered discretion. All Alterations are and shall be deemed to immediately
become part of the Premises subject to compliance with the following
conditions:

(a) No Alterations shall be undertaken without the prior
consent of Landlord and the holder of any Mortgage requiring consent. Landlord
may withhold Landlord's consent to structural changes, including changes in the
plumbing, heating, cooling and electrical systems, in Landlord's complete
discretion but Landlord shall not unreasonably withhold Landlord's consent to
nonstructural changes. Should any dispute between the Parties arise regarding
whether a given change is structural or nonstructural, the determination of
Landlord on the issue shall be final.

(b) No Alterations shall be undertaken until Tenant shall
have procured and paid for all required permits and authorizations of all
municipal departments and governmental subdivisions having jurisdiction.
Landlord shall join in the application for such permits or authorizations
whenever such action is necessary, but shall be indemnified and held harmless
from and against any and all loss, expense, liability and attorneys' fees
resulting from Landlord's joinder in such application.

(c) Any structural or nonstructural Alterations involving
an estimated cost of more than $20,000.00 shall be conducted under the
supervision of an architect or engineer selected by Tenant and approved by
Landlord (such approval not to be unreasonably withheld). No structural
Alterations shall be made except in accordance with detailed plans and
specifications and cost estimates prepared and approved in writing by such
architect or engineer and by Landlord.

(d) Any Alterations shall, when completed, be of such a
character as not to reduce the value of the Premises below its value
immediately prior to such Alterations.

(e) Any Alterations shall be made promptly and in a
first-class and workmanlike manner and in compliance with all applicable Legal
Requirements.

(f) The cost of such Alterations shall be paid promptly
so that the Premises shall at all times be free of liens for labor and material
supplied or claimed to have been supplied to the Premises.

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less than $2,000,000 in the event of bodily injury to one person, $5,000,000 in
the event of bodily injury to any number of persons in any one occurrence, and
$500,00 for property damage. All such insurance shall be issued by a company
or companies approved by Landlord, such approval not to be unreasonably
withheld. All policies or certificates therefor, together with evidence
satisfactory to Landlord of payment of premiums shall be delivered to Landlord,
or, when appropriate, to any Mortgagee, in which case copies of the policies or
certificates of such insurance shall be delivered by Tenant to Landlord.

ARTICLE 10
DISCHARGE OF LIENS

SECTION 10.1 NO LIENS. Tenant will not create or permit to be created
or to remain and will discharge any lien, encumbrance of charge which might be
or become a lien, encumbrance of charge upon any part of the Premises. Tenant
will not suffer any other matter or thing whereby Landlord's estate, right and
interest in the Premises might be impaired. Tenant shall not encumber, pledge
or otherwise mortgage Tenant's interest in the Premises or in this Lease and
shall not pledge any Personalty. If any construction lien is filed against any
part of the Premises, Tenant, within 30 days after notice of the filing, will
cause it to be discharged of record by payment, deposit, bond, order of a court
of competent jurisdiction or otherwise. Should Tenant fail to cause such lien
to be discharged within such period, then, in addition to any other right or
remedy, Landlord may, but shall not be obligated to, discharge the same either
by payment of the amount claimed due or by deposit or by bonding proceedings.
In such event, Landlord shall be entitled, if Landlord so elects, to compel the
prosecution of an action for the foreclosure of such lien by the lienor and to
pay the amount of the judgment in favor of the lienor with interest, costs and
allowances. Any amount so paid by Landlord, and all costs and expenses
incurred by Landlord in connection therewith, together with interest at the
Interest Rate from the respective dates of payment by Landlord, shall
constitute Additional Rent payable by Tenant to Landlord on demand.

SECTION 10.2 NOTICE OF NON-RESPONSIBILITY. Nothing in this Lease
shall be deemed or construed in any way as constituting the consent or request
of Landlord, express or implied, by inference or otherwise, to any contractor,
subcontractor, laborer or material man for any specific improvements,
alteration to or repair of the Premises or any part thereof, nor as giving
Tenant any right, power or authority to contract for or permit the rendering of
any services or the furnishing of any materials that would give rise to the
filing of any lien against the Premises.

ARTICLE 11
USE OF PREMISES

SECTION 11.1 PERMITTED USE. Tenant shall use the Premises solely for
office use and/or warehousing in connection with its telemarketing operation
and related lawful purposes. Tenant will not suffer any act to be done or any
condition to exist on any part of the Premises, or any article to be brought
thereon, which (i) may be dangerous, unless safeguarded as required by law,
(ii) may, in law, constitute a nuisance, public or private, (iii) may make void
or voidable any insurance then in force, or (iv) may in any way endanger the
continued use of the Premises for retail purposes. Tenant

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shall not use or permit the use of the Premises or any part thereof for any
purpose which in the reasonable opinion of Landlord would adversely affect
their then value or character.

SECTION 11.2 NO DEDICATION. Tenant shall not suffer or permit any
portion of the Premises to be used by the public as such, without restriction,
or in such manner as might reasonably make possible a claim or claims of
adverse usage or adverse possession by the public, as such, or of implied
dedication of the Premises.

ARTICLE 12
ASSIGNMENT AND SUBLETTING

SECTION 12.1 CONSENT REQUIRED. Tenant shall not have the right to
assign this Lease or sublet the Premises at any time without prior consent of
Landlord, which consent may be withheld in Landlord's sole and unfettered
discretion.

SECTION 12.2 TENANT'S OBLIGATION. In the event Landlord consents to
any sublease, Tenant will perform and observe all of the terms to be performed
or observed by Tenant as sublandlord under all present and future subleases.
Tenant will indemnify and hold Landlord harmless from any and all liabilities,
claims and causes of action arising under any sublease. Tenant assumes and
shall be responsible for and liable for all acts and omissions on the part of
any sublessee, and any violation of any of the terms, of this Lease, whether by
act or omission, by any sublessee shall constitute a violation and breach by
Tenant. Landlord's consent to any assignment or sublease shall not be deemed
of waiver of the requirement of Landlord's consent to any further assignment or
subletting.

SECTION 12.3 ASSIGNMENT OF SUBLEASES. As additional security to
Landlord under this Lease, Tenant assigns to Landlord, subject to prior
assignments in favor of holders of any existing Mortgages, (i) all of Tenant's
right, title and interest in and to all subleases now or subsequently in effect
and (ii) all rents due or to become due thereon. This assignment is
conditional and not to become operative until the occurrence of an Event of
Default. Upon such occurrence, Landlord shall apply any net amount actually
collected and received by it from subtenants to the Rent and Additional Rent
due under this Lease. No collection of such amounts by Landlord from any
assignee or sublessee shall constitute a waiver of any of the provisions of
this Lease or an acceptance of the assignee or sublessee as a tenant or a
release of Tenant from performance by Tenant of its obligations under this
Lease. Tenant will not directly or indirectly collect or accept any payment or
rent under any sublease more than one month in advance of the date when the
same shall become due. Upon the expiration of the Lease Term or sooner
termination of this Lease, Tenant shall forthwith pay to Landlord the then
amount of any sublessee's prepaid rents, security deposits and accrued interest
thereon, if any, which have been received therefor by Tenant and have not been
theretofore applied to defaults in accordance with the respective subleases,
and shall also assign and deliver to Landlord all then existing subleases.
Tenant agrees to indemnify and save Landlord harmless from and against any
claim or lien against Landlord or the Premises for the return of any security
deposits under any subleases, unless such securities have been turned over to
Landlord pursuant to this Section. Tenant

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may bring proceedings against any sublessee in Tenant's own name and in the
name of Landlord, provided, however, that Landlord incurs no cost or expenses
thereby.

ARTICLE 13
INDEMNIFICATION OF LANDLORD

SECTION 13.1 INDEMNITY BY TENANT. Tenant will indemnify and save
harmless Landlord against and from all liabilities, obligations, damages,
penalties, claims, costs, charges and expenses, including reasonable attorneys'
fees, which may be imposed upon, incurred by or asserted against Landlord or
which involve Landlord directly or indirectly during the Lease Term for: (a)
any work or thing done in, on or about the Premises; (b) any use, non-use,
possession, occupation, condition, operation, maintenance or management of the
Premises; (c) any negligence on the part of Tenant or any of its agents,
contractors, servants, employees, licensees, invitees, tenants or occupants;
(d) any injury or death to any person or damage to or loss of property
occurring in, on or about the Premises; and (e) any failure on the part of
Tenant to perform or comply with any provisions of this Lease.

SECTION 13.2 DEFENSE OF LANDLORD. If any action or proceeding is
brought against Landlord by reason of any claim described in Section 13.1,
Tenant, upon notice from Landlord, will either defend such action or proceeding
with counsel approved by Landlord, such approval not to be unreasonably
withheld, or satisfy the claim.

ARTICLE 14
DAMAGE OR DESTRUCTION

SECTION 14.1 TERMINATION OR RESTORATION. If the Premises shall be
destroyed or damaged by fire or other casualty of any kind (including any
casualty for which insurance was not obtained or obtainable), including any
damage caused by Tenant, Tenant shall give Landlord immediate notice and
promptly repair, and restore the Premises. If Tenant is not in default,
Landlord shall make available all proceeds received by Landlord under insurance
policies covering such loss provided for in Article 5 on such terms as Landlord
shall reasonably determine. Landlord shall disburse the proceeds to such
parties making the repairs as restoration shall progress, or to Tenant if
Tenant shall make or pay for such repairs or rebuilding. If the insurance
proceeds are insufficient to repair or rebuild, Tenant shall nevertheless
provide and pay the additional sums required. Any excess proceeds shall be paid
to Landlord. Landlord's agreement to make available insurance proceeds shall be
subject to the rights of any Mortgagee, including, without limitation, the
right to apply all or part of such insurance proceeds towards its Mortgage.

SECTION 14.2 EFFECT ON LEASE. Except as otherwise specifically
provided, this Lease shall not terminate or be affected in any manner by reason
of damage or destruction to the Premises, the untenantability of the Premises
or any other reason whatsoever. Tenant waives any rights now or subsequently
conferred upon Tenant by statute or otherwise to quit or surrender this Lease
or the Premises, or to any suspension, diminution, abatement or reduction of
rent on account of any such destruction or damage.

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ARTICLE 15
CONDEMNATION

SECTION 15.1 If the whole or substantially all of the Premises shall be
taken or condemned by any competent authority by the exercise of any right of
eminent domain or in condemnation proceedings ("Taking"), then this Lease and
the Lease Term shall cease and terminate as of the date upon which title vests
in such authority. The Rent shall be apportioned and paid up to said date. For
the purpose of this Article "substantially all of the Premises" shall be deemed
to have been taken or condemned if the portion not taken, would not, if
repaired or reconstructed, constitute a complete rentable commercial building
with space approximately similar to that existing on the date hereof to enable
the conduct of business substantially as it is now being conducted as of this
date.

SECTION 15.2 WAIVER OF CLAIMS TO AWARD. All awards for such Taking
shall be paid to Landlord. Tenant shall not be entitled to any part of any
award and Tenant waives any claim for the "bonus" value of Tenant's leasehold
interest, loss of business, or any other claim Tenant might be able to assert
against Landlord or the condemning authority by reason of such Taking.

SECTION 15.3 PARTIAL CONDEMNATION. In the event of a partial Taking
not involving substantially all of the Premises, the Rent and Additional Rent
thereafter due and payable shall not be reduced or abated. Tenant shall
proceed diligently to repair and restore any remaining part of the Premises not
so taken so that the latter shall be a complete and self-contained building in
first-class condition and repair. Provided Tenant is not in default this
Lease, Landlord agrees to make available the award received, less all necessary
and proper expenses paid or incurred in the Taking, for the cost of repair and
restoring for use and occupancy the part of the Premises not so taken. The
repairs shall be done in accordance with and subject to the provisions of
Article 9; the award shall be disbursed in the manner set forth in Article 14
with respect to insurance proceeds. Any balance of the award thereafter
remaining shall be the sole and exclusive property of Landlord. Landlord's
agreements contained in this Section shall be subject to the rights of any
Mortgagee, including, without limitation, the right to apply all or part of
such award toward its Mortgage. In the event of any such application, Tenant
shall nevertheless repair and restore the Premises as provided in this Section.

SECTION 15.4 TEMPORARY TAKING. If the temporary use of the whole or
any part of the Premises shall be taken at any time during the Lease Term for
any public or quasi-public purpose by any lawful power or authority, by the
exercise of the right of condemnation or of eminent domain, or by agreement
between Tenant and those authorized to exercise such right, Tenant shall give
prompt notice thereof to Landlord and the Lease Term shall not be reduced or
affected in any way. Tenant shall continue to pay in full the Rent and
Additional Rent. Tenant shall be entitled to, and shall receive the entire
award for such Taking (whether paid by way of damages, rent or otherwise)
unless the period of occupation and use by the sovereign shall extend beyond
the Lease Term, in which case the award made for such Taking shall be
apportioned between Landlord and Tenant. Any award payable to Tenant shall be
held by Landlord in a separate account as security for Tenant's performance of
Tenant's obligations under this Lease and shall be applied monthly to payment
of Rent and Additional Rent. At the termination of any such use or occupation
of the Premises by the sovereign all damages and

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awards therefor arising out of the failure of the sovereign all damages and
awards therefor arising out of the failure of the sovereign to repair and
restore the Premises at the expiration of the such temporary Taking. Any
recovery or sum received by Tenant as an award or compensation for physical
damage to the Premises caused by and during the temporary Taking shall be
deemed a trust fund held by the party who receives the same, to be used
exclusively for the purpose of repairing or restoring such damage, any excess
to be retained by Landlord.

ARTICLE 16
SUBORDINATION

This Lease and the rights of Tenant are subordinate to any Mortgage
now or subsequently affecting the Premises and any renewals, extensions,
modifications, or replacements thereof. This subordination shall be automatic
and self-operative. Tenant shall, on demand, at any time or times, execute,
acknowledge and deliver to Landlord any and all instruments requested to
confirm, acknowledge or perfect such subordination.

ARTICLE 17
INSPECTION BY LANDLORD

SECTION 17.1 ACCESS. Tenant will permit Landlord and Landlord's
authorized representatives to enter the Premises at all reasonable times for
the purpose of (i) inspecting, (ii) making any necessary repairs and performing
any work that may be necessary by reason of Tenant's failure to make any
repairs or perform any work and (iii) performing any tests or environmental
audits, including without limitation, any Phase 2 environmental audit.
Landlord shall not be under any duty to do any such work and performance by
Landlord shall not constitute a waiver of Tenant's default in failing to
perform the same. The costs of any tests and/or environmental audits shall be
paid by Tenant if they disclose a condition requiring repair, replacement or
remediation.

SECTION 17.2 RIGHT TO EXHIBIT PREMISES. Landlord shall have the
right to enter the Premises at all reasonable times during usual business hours
at any time during the Lease Term for the purpose of showing the same to
prospective purchasers, lessees, mortgagees or others.

SECTION 17.3 EXCLUSIVE CONTROL. Tenant is and shall be in exclusive
control and possession of the Premises. Landlord shall in no event be liable
for any injury or damage to any property or to persons on or about the
Premises, nor for any injury or damage to any property of Tenant, or of any
other person. The provisions permitting Landlord to enter and inspect the
Premises are made for the purpose of enabling Landlord to determine whether
Tenant is complying with the Lease and to render performance upon Tenant's
failure.

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ARTICLE 18
DEFAULT; CONDITIONAL LIMITATIONS; NO WAIVER

SECTION 18.1 EVENTS OF DEFAULT. Each of the following shall be an
Event of Default:

(a) A decree or order by a court or determination by an
appropriate regulatory or governmental agency that Tenant is bankrupt or
insolvent, or Tenant's instituting of proceedings to be adjudged a voluntary
bankrupt, or consenting to the filing of a bankruptcy proceeding against
Tenant, or Tenant's invoking any law for the aid of debtors, or consenting to
the filing of any such petition, or making an assignment for the benefit of
creditors, or admitting in writing Tenant's inability to pay its debts
generally as they become due;

(b) If Tenant fails to pay Landlord any rent or
Additional Rent under this Lease as and when the same become due and payable;

(c) If Tenant shall fail to make any deposit required
under Articles 3 or 5 as and when the same shall become due and payable;

(d) If Tenant fails to perform any of the other
obligation of Tenant other than those specified in this Article, and in any
such case non-performance continues for a period of 30 days after notice to
Tenant, or, if such performance cannot be reasonably performed within such 30
day period, Tenant fails to commence such performance within such 30 day period
or thereafter fails to diligently proceed therewith to completion;

(e) If Tenant vacates or abandons the Premises;

(f) If this Lease or the estate of Tenant hereunder is
transferred to or pass to any other person or party, or if the Premises are
sublet;

(g) If a levy under execution or attachment is made
against Tenant and Tenant's property and such execution or attachment is not
vacated or removed by court order, bonding or otherwise within a period of 30
days thereafter.

SECTION 18.2 REMEDIES OF LANDLORD. Upon the happening of any Event of
Default, Landlord may, at any time thereafter, give notice to Tenant specifying
such Event or Events of Default, and stating that this Lease and the Lease
Term, or Tenant's right to possess the Premises, shall expire and terminate on
a date specified which shall be at least 3 days after the giving of such
notice. Upon the date specified in such notice, subject to the provisions of
Section 18.3, this Lease and the Lease Term, or Tenant's right to possess the
Premises, shall expire and terminate as if that date were the expiration date
specified in this Lease. Upon occurrence of an Event of a Default, Landlord
may, at Landlord's option take any one or more of the following actions: (i)
bring eviction proceedings against Tenant and distraint on Tenant's property,
but if the proceeding is terminated, Landlord may, upon any subsequent default,
commence successive eviction proceedings and enter successive judgments for
possession of the Premises; (ii) re-enter and repossess the Premises, and
Tenant agrees to immediately

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surrender the same to Landlord but upon re-entry Tenant shall remain liable to
Landlord for a sum equal to all Rent and Additional Rent for the remainder of
the Lease Term; (iii) if Landlord reenters, repair and alter the Premises as
Landlord deems advisable and/or relet the Premises for the any part of the
remainder of the term or for a longer period, in Landlord's name or as agent of
Tenant; and (iv) Landlord may declare all Rent and Additional Rent due or to
become due for the entire Lease Term immediately due and payable and accelerate
same so that the full amount of all such rent shall become immediately due and
payable by Tenant and paid to Landlord upon demand; (v) Landlord may collect
all unpaid Rent and Additional Rent by distress or otherwise; and (vi) Landlord
may take any and all other action and pursue all other rights and remedies
provided at law or under this Lease. Landlord shall in no way be responsible or
liable for any failure to relet the Premises or any part thereof, or for any
failure to collect any rent due on any such reletting, though Landlord agrees
to exercise due diligence to relet the Premises. Such reletting shall be in
Landlord's sole discretion and Landlord shall not be required to accept any
tenant or any tenant offered by Tenant or observe any instructions given by
Tenant concerning such reletting. If Landlord does relet, the amount collected
or received as a result of such reletting, shall be applied first to reimburse
Landlord for the cost of retaking, repossession, repairing and/or altering the
Premises, and the cost and expense of removing all persons and property
therefrom, then to reimburse Landlord for the cost of securing any new tenants,
and, if Landlord shall maintain and operate the Premises, the cost of operating
and maintaining the Premises, and finally Landlord may retain any balance
remaining on account of the liability of Tenant to Landlord for the sum equal
to all Rent and Additional Rent unpaid by Tenant for the remainder of the Lease
Term, it being understood and agreed that no reentry by Landlord, whether had
or taken under eviction proceedings or otherwise, shall absolve or discharge
Tenant from liability under this Lease.

SECTION 18.3 DEFICIENCIES. Should Landlord relet the Premises, and
should any amount collected by Landlord from such reletting be insufficient to
fully pay to Landlord a sum equal to all Rent and Additional Rent, the balance
or deficiency shall be paid by Tenant on the day that each rental payment is
due and payable by the new tenant. Tenant shall be and remain liable for any
deficiency. The right of Landlord to recover from Tenant any deficiency or a
sum equal to all Rent and Additional Rent, if there shall be reletting, shall
survive the issuance of any dispossessory warrant or other termination of this
Lease, and Landlord shall be entitled to retain any surplus. Landlord shall
have the election, in place and instead of holding Tenant liable for any
deficiency, to recover against Tenant as damages for loss of the bargain and
not as a penalty in addition to any other damages becoming due under Article
18, an aggregate sum which, at the time of termination of this Lease or
recovery of possession of the Premises by Landlord, as the case may be,
represents the then present worth based upon a discount rate used by investors
in the market place for similar type properties, of the aggregate of the Rent
and Additional Rent that would have accrued for the balance of the Lease Term.

SECTION 18.4 WAIVER. Tenant, for and on behalf of itself, and all
persons claiming by, through or under Tenant, waives any and all right of
redemption, of reentry, of repossession or to restore the operation of this
Lease in case Tenant shall be dispossessed by judgment or by warrant of any
court or judge or in case of reentry or repossession by Landlord or in case of
any expiration or termination of this Lease. Landlord and Tenant, so far as
permitted by law, waive and will waive

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trial by jury in any action, proceeding or counterclaim brought by either of
the Parties against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of landlord and tenant,
Tenant's use or occupancy of the Premises or any claim of injury or damage. The
terms "enter", "reenter", "entry" or "reentry", as used in this Lease are not
restricted to their technical legal meaning.

SECTION 18.5 NO WAIVER. No failure by Landlord to insist upon the
strict performance of any term of this Lease or to exercise any right or remedy
upon a breach, and no acceptance of full or partial rent during the continuance
of any such breach, shall constitute a waiver of any term. No waiver,
modification or supplement of any portion of this Lease or any breach shall be
effective unless in a written instrument executed by the Party against whom
enforcement is sought. Each right and remedy of Landlord shall be cumulative
and shall be in addition to every other right or remedy provided for in this
Lease or now or hereafter existing at law. The exercise by Landlord of any one
or more of the rights or remedies shall not preclude the simultaneous or later
exercise by Landlord of any or all other rights or remedies. If Tenant defaults
in the performance of any of the terms of this Lease and Landlord places the
enforcement of this Lease in the hands of an attorney, or files suit upon the
same, Tenant agrees to pay to Landlord reasonable attorney fees, which shall
constitute Additional Rent and shall be collectible as such.

SECTION 18.6 SAME REMEDIES AS RENT. If Tenant fails to pay any
Additional Rent when due, Landlord shall have (in addition to all other rights
and remedies) all the rights and remedies provided this Lease or by law for
non-payment of Rent.

ARTICLE 19
NOTICES

Whenever this Lease provides herein that notice, demand, request,
consent, approval or other communication (collectively "Communication") shall
or may be given to or by, or served upon, either of the Parties by the other,
each such Communication shall be in writing and, any law or statute to the
contrary notwithstanding, shall be effective for any purpose if given or served
by registered or certified mail, postage prepaid, return receipt requested,
Federal Express (or other air delivery service) as follows:

(a) If by Landlord: to Tenant addressed to Tenant at the
address of the Premises or at such other address as Tenant may from time to
time designate by notice given to Landlord as provided in this Article.

(b) If by Tenant: to Landlord addressed to Landlord at
the address on page 1 or at such other address as Landlord may from time to
time designate by notice given to Tenant as provided in this Article.

Every Communication shall be deemed to have been given or served at the time
that the same shall be deposited in the United States mails, postage prepaid,
in the manner aforesaid or if given otherwise, then upon receipt but if receipt
is refused, then upon the date delivery would otherwise

17
<PAGE> 18

have been made. Nothing contained in this Article shall be construed to
preclude personal service of any notice, demand, request, approval or other
communication in the same manner that personal service of a summons or other
legal process may be made.

ARTICLE 20
MISCELLANEOUS

SECTION 20.1 USE OF CERTAIN WORDS. The words "herein", "hereinafter",
"hereof" and "hereunder" in this Lease refer to this Lease as a whole and not
merely to the particular article, section or subsection in which such words
appear, unless the context otherwise requires.

SECTION 20.2 CAPTIONS. The captions of this Lease are for convenience
and reference only and in no way define, limit or describe the scope or intent
of this Lease, nor in any way affect this Lease.

SECTION 20.3 COST OF PERFORMANCE. Whenever it is indicated in this
Lease that Landlord or Tenant may, shall or will perform any act then such act
shall be performed at the sole cost and expense of the performing Party.

SECTION 20.4 ENTIRE AGREEMENT. This Lease contains the entire
agreement between the Parties and cannot be changed or terminated orally, but
only by an instrument in writing executed by the Party against whom enforcement
of any waiver, change, modification or discharge is sought.

SECTION 20.5 TIME OF ESSENCE. Time is of the essence of this Lease
and this applies to all terms and conditions contained therein.

SECTION 20.6 SUCCESSOR AND ASSIGNS. The agreements, terms, covenants
and conditions contained in this Lease shall bind and inure to the benefit of
the Parties and their respective heirs, personal representatives, successors
and, except as otherwise provided this Lease, their assigns.

SECTION 20.7 ESTOPPEL CERTIFICATES. Tenant shall, within 10 days
after receipt of request from Landlord, execute, acknowledge and deliver to
Landlord or any Mortgagee or any proposed purchaser or Mortgagee of the
Premises, without charge, a duly executed recordable certificate certifying that
this Lease is valid and subsisting and in full force and effect and unmodified,
or if modified, stating such modification, whether there are any offsets or
defenses which Tenant then may have and such other information regarding the
status of this Lease as may be reasonably requested.

SECTION 20.8 COMPLIANCE WITH MORTGAGES. As a condition of this
Lease, Tenant agrees that it will not create or permit to be created any
condition or do or permit to be done any act or thing which may be prohibited
by the terms of any Mortgage, notwithstanding anything in this Lease to the
contrary. Except for payment of principal or interest, Tenant shall comply with
all of the obligations of the owner of the Premises under any existing
Mortgage, including, without limitation, insurance requirements.

18
<PAGE> 19

SECTION 20.9 INVALIDITY OF CERTAIN PROVISIONS. If any provision of
this Lease or its application to any person or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of this Lease, or its
application to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected and each term and provision of
this Lease shall be valid and shall be enforced to the fullest extent permitted
by law.

SECTION 20.10 LANDLORD EXCULPATION. Notwithstanding anything to the
contrary in this Lease, neither Landlord nor any party beneficially interested
in the Property shall have any personal liability for any matter in connection
with this Lease or its obligations as owner of the Premises except to the
extent of its interest in the Premises. Tenant will not institute, seek or
enforce any personal or deficiency judgment against Landlord or any of
Landlord's officers, directors, shareholders or partners or their property,
except the Premises, which shall be available to satisfy any such judgment.

SECTION 20.11 SUPERSEDES PREVIOUS LEASE ARRANGEMENTS. This Lease
shall supersede any other lease or occupancy arrangement between Landlord and
Tenant.

SECTION 20.12 RADON. In accordance with the requirements of Florida
Statutes Section 404.056(6), the following notice is given to Tenant:

Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings
in Florida. Additional information regarding radon and radon testing
may be obtained from your County Public Health Unit.

19
<PAGE> 20

IN WITNESS WHEREOF, the Parties have executed this Lease the day and
year first above written.

Signed, sealed and delivered LANDLORD
in the presence of:
MJG PROPERTIES, INC.
/s/ Joann Bogdansky
- --------------------------------
Print Name: Joann Bogdansky
--------------------
/s/ Susan M. Wigton
- --------------------------------
Print Name: Susan M. Wigton By: /s/ Mark J. Gordon
-------------------- ------------------------------
Mark J. Gordon, President

TENANT

/s/ Joann Bogdansky PRECISION RESPONSE CORPORATION
- --------------------------------
Print Name: Joann Bogdansky
--------------------
/s/ Susan M. Wigton
- --------------------------------
Print Name: Susan M. Wigton By: /s/ David Epstein
-------------------- ---------------------------------
David Epstein, President

20
<PAGE> 21

EXHIBIT "A"

PREMISES

LEGAL DESCRIPTION

13180 N.W. 43rd Ave. (Stanley Building)

Lots 3 and 4 in Block 2 of NORTH DADE COMMERCIAL PARK,
according to the Plat thereof as recorded in Plat Book Number
126 at Page 29 of the Public Records of Dade County, Florida.

<PAGE> 1
EXHIBIT 10.19

NET LEASE

4250 N.W. 135TH STREET

ARTICLE 1
PREMISES; TERM; DEFINITIONS

SECTION 1.2 TERM. The term of the Lease ("Lease Term") shall
commence as of May 1, 1996 ("Commencement Date") and shall expire on April 30,
2001. Tenant has one option to extend the Lease Term for a period of five years
on the same terms as are contained in this Lease other than the right of
further extension. In no event shall the Lease Term be extended beyond 10 years
from the Commencement Date. Any exercise of Tenant's option to extend the
Lease Term shall be effective only if made at least 240 days prior to the then
termination date of the Lease provided Tenant is not in default under this
Lease at the time of exercise of such option and at the time of commencement of
the extended term. Time shall be of the essence by the latest date upon which
Tenant may exercise its option. Upon the exercise of the option, the phrase
"Lease Term" shall mean the term of this Lease as extended by the exercise of
such option.

SECTION 1.3 DEFINITIONS. As used in this Lease, the following terms
shall have the meanings set forth below:

(a) "Interest Rate" means the lesser of (i) the maximum
rate per annum permitted to be collected from the Party obligated for payment
or (ii) 18% per annum.

(c) "Legal Requirements" includes: all ordinances,
orders, rules, regulations and requirements of all federal, state and municipal
governments, courts; rules and regulations of the

<PAGE> 2

Insurance Service Office, any insurance rating organization or other body
exercising similar functions; and the provisions of applicable insurance
policies in effect with respect to the Premises.

(d) "Mortgage" means any mortgage, deed of trust or
security instrument which creates a lien on or interest in the Premises.

(e) "Mortgagee" shall mean the holder of any Mortgage.

(f) "Parties" shall mean both, and "Party" shall mean
either, Landlord and Tenant.

(g) "Tenant" shall mean the party named as tenant in this
Lease and any party succeeding to the interest of Tenant in this Lease in
accordance with its provisions.

ARTICLE 2
RENT

SECTION 2.1 RENT AND ADDITIONAL RENT. Tenant covenants and agrees to
pay to Landlord at the address of Landlord specified in or furnished pursuant
to the terms of this Lease, during the Lease Term: rental at the rate of
$181,994.00 per annum in monthly installments of $15,166.17 in advance on the
first day of each month ("Rent"); together with costs, expenses and other
payments which Tenant, by virtue of any of the provisions of this Lease,
assumes or agrees to pay ("Additional Rent"). The Rent and Additional Rent
shall be paid to Landlord without notice, demand, abatement, deduction, or
set-off. Any installment of Rent or Additional Rent not paid when due shall
thereafter bear, as a "late charge", interest at the Interest Rate. Such late
charge shall be deemed to be Additional Rent. In the event that the
Commencement Date or expiration date of this Lease is on a date other than the
first day and last day respectively of any month, then the Rent for such month
shall be prorated.

New Rent = Prior Year Rent x Current Index
-------------
Prior Index

2
<PAGE> 3

Should the Index be discontinued, Landlord and Tenant shall agree on a
substitute index or formula having the same general acceptance as to use and
reliability as the Index. If the Parties are unable to agree to a substituted
index, then the same shall be submitted to arbitration pursuant to and in
accordance with the rules of the American Arbitration Association in Dade
County, Florida. This provision shall apply during any extension of the Term
pursuant to Section 1.2.

ARTICLE 3
IMPOSITIONS

3
<PAGE> 4

SECTION 3.4 REDUCTIONS IN ASSESSED VALUE.

ARTICLE 4
SURRENDER

4
<PAGE> 5

personalty on the Land at the time of the surrender, whether or not the same,
or any part thereof, shall have been paid for or purchased by Tenant.

SECTION 4.2 TENANT'S PROPERTY. Any personal property, fixtures and
furnishings of Tenant remaining on the Premises after Tenant vacates may, at
the option of Landlord, be deemed to have been abandoned by Tenant and either
may be retained by Landlord as Landlord's property or be disposed of without
accountability in any manner as Landlord may see fit. Tenant shall be entitled
to remove Tenant's personal property if Tenant repairs all damage caused by
such removal. Landlord shall not be responsible for any loss or damage
occurring to any property owned by Tenant or any occupant of the Premises.

ARTICLE 5
INSURANCE

SECTION 5.1 SCOPE OF COVERAGE. During the Lease Term, Tenant shall
continuously and at all times provide and keep in force:

(a) hazard insurance in an amount not less than 100% of
full replacement cost of the Premises, as determined from time to time in
Landlord's sole discretion;

5
<PAGE> 6

policy, and (v) a provision that no act or omission of Tenant shall affect or
limit the obligation of the insurance company to pay the amount of any loss
sustained. Tenant shall procure policies for all such insurance for a period of
not less than one year and shall deliver to Landlord and/or Landlord's designee
evidence of the payment of premiums. Tenant shall procure renewals from time
to time at least 60 days prior to expiration of any policy. Upon the expiration
of the Lease Term, provided Tenant shall not then be in default under this
Lease, Landlord shall apportion and pay to Tenant the unearned premiums on all
transferable insurance then carried by Tenant as required by this Article 5.

ARTICLE 6
LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

ARTICLE 7
MAINTENANCE AND REPAIR

6
<PAGE> 7

provisions of Article 9 in making repairs as if they were Alterations. The term
"repairs" shall include, but not be limited to, all necessary replacements,
renewals, alterations, additions and betterments to the Premises.

ARTICLE 8
COMPLIANCE; HAZARDOUS MATERIALS

7
<PAGE> 8

revoke its consent upon: (1) Tenant's failure to remain in full compliance
with applicable environmental permits and/or any other requirements under any
federal, state, or local law, ordinance, order, rule, regulation, code or any
other governmental restriction or requirement (including but not limited to
CERCLA and RCRA), related to environmental safety, human health, or employee
safety; (2) Tenant's business operations pose or potentially pose a human
health risk to other Tenants; or (3) Tenant expands its use, storage, or
treatment of any Hazardous Material in a manner inconsistent with the safe
operation of a shopping center. Should Landlord consent to Tenant bringing,
using, storing or treating any Hazardous Material in or upon the Premises,
Tenant shall strictly obey and adhere to any and all federal, state or local
laws, ordinances, orders, rules, regulations, codes or any other governmental
restrictions or requirements (including but not limited to CERCLA and RCRA),
which in any way regulate, govern or impact Tenant's possession, use, storage,
treatment or disposal of said Hazardous Material. In addition, Tenant
represents and warrants to Landlord that (1) Tenant shall apply for and remain
in compliance with any and all federal, state or local permits in regard to any
Hazardous Material; (2) Tenant shall report to any and all applicable
governmental authorities any release of reportable quantities of any Hazardous
Material as required by any and all federal, state or local laws, ordinances,
orders, rules, regulations, codes or any other governmental restrictions or
requirements; (3) Tenant, within 5 days of receipt, shall send Landlord a copy
of any notice, order, inspection report, or other document issued by any
governmental authority relevant to Tenant's compliance status with
environmental or health and safety laws; and, (4) Tenant shall remove from the
Premises all Hazardous Materials at the termination of this Lease.

8
<PAGE> 9

ARTICLE 9
ALTERATIONS

(d) Any Alterations shall, when completed, be of such a
character as not to reduce the value of the Premises below its value
immediately prior to such Alterations.

(e) Any Alterations shall be made promptly and in a
first-class and workmanlike manner and in compliance with all applicable Legal
Requirements.

(f) The cost of such Alterations shall be paid promptly
so that the Premises shall at all times be free of liens for labor and material
supplied or claimed to have been supplied to the Premises.

9
<PAGE> 10

ARTICLE 10
DISCHARGE OF LIENS

ARTICLE 11
USE OF PREMISES

10
<PAGE> 11

shall not use or permit the use of the Premises or any part thereof for any
purpose which in the reasonable opinion of Landlord would adversely affect
their then value or character.

ARTICLE 12
ASSIGNMENT AND SUBLETTING

SECTION 12.3 ASSIGNMENT OF SUBLEASES. As additional security to
Landlord under this Lease, Tenant assigns to Landlord, subject to prior
assignments in favor of holders of any existing Mortgage, (i) all of Tenant's
right, title and interest in and to all subleases now or subsequently in effect
and (ii) all rents due or to become due thereon. This assignment is
conditional and not to become operative until the occurrence of an Event of
Default. Upon such occurrence, Landlord shall apply any net amount actually
collected and received by it from subtenants to the Rent and Additional Rent
due under this Lease. No collection of such amounts by Landlord from any
assignee or sublessee shall constitute a waiver of any of the provisions of
this Lease or an acceptance of the assignee or sublessee as a tenant or a
release of Tenant from performance by Tenant of its obligations under this
Lease. Tenant will not directly or indirectly collect or accept any payment or
rent under any sublease more than one month in advance of the date when the
same shall become due. Upon the expiration of the Lease Term or sooner
termination of this Lease, Tenant shall forthwith pay to Landlord the then
amount of any sublessee's prepaid rents, security deposits and accrued interest
thereon, if any, which have been received therefor by Tenant and have not been
theretofore applied to defaults in accordance with the respective subleases,
and shall also assign and deliver to Landlord all then existing subleases.
Tenant agrees to indemnify and save Landlord harmless from and against any
claim or lien against Landlord or the Premises for the return of any security
deposits under any subleases, unless such securities have been turned over to
Landlord pursuant to this Section. Tenant may bring proceedings against any
sublessee in Tenant's own name and in the name of Landlord, provided, however,
that Landlord incurs no cost or expenses thereby.

11
<PAGE> 12

ARTICLE 13
INDEMNIFICATION OF LANDLORD

ARTICLE 14
DAMAGE OR DESTRUCTION

12
<PAGE> 13

ARTICLE 15
CONDEMNATION

SECTION 15.1 If the whole or substantially all of the Premises shall
be taken or condemned by any competent authority by the exercise of any right of
eminent domain or in condemnation proceedings ("Taking"), then this Lease and
the Lease Term shall cease and terminate as of the date upon which title vests
in such authority. The Rent shall be apportioned and paid up to said date. For
the purpose of this Article "substantially all of the Premises" shall be deemed
to have been taken or condemned if the portion not taken, would not, if
repaired or reconstructed, constitute a complete rentable commercial building
with space approximately similar to that existing on the date hereof to enable
the conduct of business substantially as it is now being conducted as of this
date.

13
<PAGE> 14

ARTICLE 16
SUBORDINATION

ARTICLE 17
INSPECTION BY LANDLORD

14
<PAGE> 15

ARTICLE 18
DEFAULT; CONDITIONAL LIMITATIONS; NO WAIVER

SECTION 18.1 EVENTS OF DEFAULT. Each of the following shall be an
Event of Default:

(b) If Tenant fails to pay Landlord any rent or
Additional Rent under this Lease as and when the same become due and payable;

(c) If Tenant shall fail to make any deposit required
under Articles 3 or 5 as and when the same shall become due and payable;

(e) If Tenant vacates or abandons the Premises;

(f) If this Lease or the estate of Tenant hereunder is
transferred to or pass to any other person or party, or if the Premises are
sublet;

15
<PAGE> 16

16
<PAGE> 17

ARTICLE 19
NOTICES

17
<PAGE> 18

ARTICLE 20
MISCELLANEOUS

SECTION 20.2 CAPTIONS. The captions of this Lease are for convenience
and reference only and in no way define, limit or describe the scope or intent
of this Lease, nor in any way affect this Lease.

SECTION 20.5 TIME OF ESSENCE. Time is of the essence of this Lease
and this applies to all terms and conditions contained therein.

SECTION 20.7 ESTOPPEL CERTIFICATES. Tenant shall, within 10 days
after receipt of request from Landlord, execute, acknowledge and deliver to
Landlord or any Mortgagee or any proposed purchaser or Mortgagee of the
Premises, without charge, a duly executed recordable certificate certifying
that this Lease is valid and subsisting and in full force and effect and
unmodified, or if modified, stating such modification, whether there are any
offsets or defenses which Tenant then may have and such other information
regarding the status of this Lease as may be reasonably requested.

18
<PAGE> 19

SECTION 20.11 SUPERSEDES PREVIOUS LEASE ARRANGEMENTS. This Lease
shall supersede any other lease or occupancy arrangement between Landlord and
Tenant.

SECTION 20.12 RADON. In accordance with the requirements of Florida
Statutes Section 404.056(6), the following notice is given to Tenant:

19
<PAGE> 20

IN WITNESS WHEREOF, the Parties have executed this Lease the day and
year first above written.

<TABLE>
<S> <C>
Signed, sealed and delivered LANDLORD
in the presence of:
MJG PROPERTIES, INC.
/s/ Joann M. Bogdansky
- --------------------------------

Print Name: Joann M. Bogdansky
---------------------
/s/ Susan M. Wigton
- --------------------------------

Print Name: Susan M. Wigton By: /s/ Mark J. Gordon
--------------------- ----------------------------------
Mark J. Gordon, President

TENANT

/s/ Joann M. Bogdansky PRECISION RESPONSE CORPORATION
- --------------------------------

Print Name: Joann M. Bogdansky
---------------------
/s/ Susan M. Wigton
- --------------------------------

Print Name: Susan M. Wigton By: /s/ David Epstein
--------------------- ----------------------------------
David Epstein, President
</TABLE>

20
<PAGE> 21

EXHIBIT "A"

PREMISES

LEGAL DESCRIPTION

Address: 4250 N.W. 135th Street

Portions of Tracts 21 and 22, in Block 207 of SECTION FOUR INCOME GARDENS,
according to the Plat thereof, recorded in Plat Book 31 at Page 8 of the Public
Records of Dade County, Florida; the same being a portion of the Northeast 1/4
of the Northwest 1/4 of Section 29, Township 52 South, Range 41 East, City of
OPA LOCKA, DADE COUNTY, FLORIDA; and being more particularly described as
follows:

COMMENCE at the Northwest corner of the Northeast 1/4 of the Northwest 1/4 of
said Section 29; thence run North 86 (degrees) 40' 54" East, along the North
line of said Section 29, for a distance of 873.772 feet, to the POINT OF
BEGINNING of the parcel of land hereinafter to be described; thence continue
North 86 (degrees) 40' 54" East, along the last mentioned line, for a distance
of 205.36 feet to a point, said point being 200 feet Westerly of the Northeast
corner of the Northwest 1/4 of said Section 29; thence run South 2 (degrees)
57' 01" East, 200 feet West of and parallel with the East line of the Northwest
1/4 of said Section 29, for a distance of 330.83 feet, to a point on the South
line of the North 1/2 of the North 1/2 of the Northeast 1/4 of the Northwest
1/4 of said Section 29; thence run South 86 (degrees) 41' 39" West, along the
last mentioned line, for a distance of 205.66 feet, to a point on a line 490
feet East of and parallel with the West line of the East 7/10th of the North
1/2 of the North 1/2 of the Northeast 1/4 of the Northwest 1/4 of said Section
29; thence run North 2 (degrees) 53' 47" West, along the last mentioned line,
for a distance of 330.79 feet, to the POINT OF BEGINNING; containing 67,985 sq.
feet, more or less, or 1.56 acres, more or less.

<PAGE> 1
EXHIBIT 10.20

NET LEASE

4300 N.W. 135TH STREET

ARTICLE 1
PREMISES; TERM; DEFINITIONS

SECTION 1.2 TERM. The term of the Lease ("Lease Term") shall
commence as of May 1, 1996 ("Commencement Date") and shall expire on April 30,
2001. Tenant has one option to extend the Lease Term for a period of five years
on the same terms as are contained in this Lease other than the right of
further extension. In no event shall the Lease Term be extended beyond 10 years
from the Commencement Date. Any exercise of Tenant's option to extend the
Lease Term shall be effective only if made at least 240 days prior to the then
termination date of the Lease provided Tenant is not in default under this
Lease at the time of exercise of such option and at the time of commencement of
the extended term. Time shall be of the essence by the latest date upon which
Tenant may exercise its option. Upon the exercise of the option, the phrase
"Lease Term" shall mean the term of this Lease as extended by the exercise of
such option.

SECTION 1.3 DEFINITIONS. As used in this Lease, the following terms
shall have the meanings set forth below:

(a) "Interest Rate" means the lesser of (i) the maximum
rate per annum permitted to be collected from the Party obligated for payment
or (ii) 18% per annum.

<PAGE> 2

(d) "Mortgage" means any mortgage, deed of trust or
security instrument which creates a lien on or interest in the Premises.

(e) "Mortgagee" shall mean the holder of any Mortgage.

(f) "Parties" shall mean both, and "Party" shall mean
either, Landlord and Tenant.

(g) "Tenant" shall mean the party named as tenant in this
Lease and any party succeeding to the interest of Tenant in this Lease in
accordance with its provisions.

ARTICLE 2
RENT

SECTION 2.1 RENT AND ADDITIONAL RENT. Tenant covenants and agrees to
pay to Landlord at the address of Landlord specified in or furnished pursuant
to the terms of this Lease, during the Lease Term: rental at the rate of
$66,128.00 per annum in monthly installments of $5,510.67 in advance on the
first day of each month ("Rent"); together with costs, expenses and other
payments which Tenant, by virtue of any of the provisions of this Lease,
assumes or agrees to pay ("Additional Rent"). The Rent and Additional Rent
shall be paid to Landlord without notice, demand, abatement, deduction, or
set-off. Any installment of Rent or Additional Rent not paid when due shall
thereafter bear, as a "late charge", interest at the Interest Rate. Such late
charge shall be deemed to be Additional Rent. In the event that the
Commencement Date or expiration date of this Lease is on a date other than the
first day and last day respectively of any month, then the Rent for such month
shall be prorated.

New Rent = Prior Year Rent x Current Index
-------------
Prior Index.

2
<PAGE> 3

accordance with the rules of the American Arbitration Association in Dade
County, Florida. This provision shall apply during any extension of the Term
pursuant to Section 1.2.

SECTION 2.3 IMPROVEMENT ALLOWANCE. Notwithstanding the provisions of
Section 2.1, Landlord will provide Tenant with a $110,000 improvement allowance
("Improvement Allowance") for improvements to the Premises performed by Tenant
during the term of the Lease as defined in Section 1.2. Tenant may recapture
Improvement Allowance by offsetting the Improvement Allowance (together with
interest at the rate of 10% per annum) against monthly Rent and Additional Rent
payable until such time as Improvement Allowance is fully recaptured.

SECTION 2.4 NET LEASE. It is the purpose and intent of Landlord and
Tenant that the Rent and Additional Rent shall be absolutely net to Landlord
during the entire Lease Term. To such end, any and all costs, expenses and
obligations of every kind and nature whatsoever (except interest and principal
payable under any Mortgage) relating to the Premises which may arise or may
become due during the Lease Term shall be paid by Tenant and Landlord shall be
indemnified and saved harmless by Tenant from and against the same. No
abatement, diminution or reduction of Rent or Additional Rent, or any other
charges or compensation shall be claimed by or allowed to Tenant, or any
persons claiming under Tenant, under any circumstances, whether for
inconvenience, discomfort, interruption of business or otherwise, arising from
the making of alterations, changes, additions, improvements or repairs to the
Premises or any part thereof by virtue or because of any present or future
Legal Requirements, or by virtue or arising from, and during, the restoration
of the Premises after destruction or damage by fire or other cause or by any
taking or condemnation of the Premises.

ARTICLE 3
IMPOSITIONS

3
<PAGE> 4

Tenant is responsible. Impositions payable for the tax year in which this
Lease commences and/or expires shall be prorated between Landlord and Tenant.

SECTION 3.4 REDUCTIONS IN ASSESSED VALUE.

ARTICLE 4
SURRENDER

SECTION 4.1 CONDITION OF PREMISES. Tenant shall on the last day of
the Lease Term or upon an earlier termination of this Lease, or upon any
re-entry into the Premises pursuant to Article 18,

4
<PAGE> 5

surrender the Premises to Landlord without delay in good order, condition and
repair, reasonable wear and tear excepted. The Premises shall be surrendered
free and clear of all liens and encumbrances other than those, if any, created
by Landlord, and without any payment or allowance for any personalty on the
Land at the time of the surrender, whether or not the same, or any part
thereof, shall have been paid for or purchased by Tenant.

SECTION 4.2 TENANT'S PROPERTY. Any personal property, fixtures and
furnishings of Tenant remaining on the Premises after Tenant vacates may, at the
option of Landlord, be deemed to have been abandoned by Tenant and either may be
retained by Landlord as Landlord's property or be disposed of without
accountability in any manner as Landlord may see fit. Tenant shall be entitled
to remove Tenant's personal property if Tenant repairs all damage caused by such
removal. Landlord shall not be responsible for any loss or damage occurring to
any property owned by Tenant or any occupant of the Premises.

ARTICLE 5
INSURANCE

SECTION 5.1 SCOPE OF COVERAGE. During the Lease Term, Tenant shall
continuously and at all times provide and keep in force:

(a) hazard insurance in an amount not less than 100% of
full replacement cost of the Premises, as determined from time to time in
Landlord's sole discretion;

5
<PAGE> 6

are primary and non-contributing with any insurance that may be carried by
Landlord, (iv) a statement that the insurance shall not be invalidated should
any insured waive in writing prior to any loss any or all right of recovery
against any party for loss accruing to the property described in the insurance
policy, and (v) a provision that no act or omission of Tenant shall affect or
limit the obligation of the insurance company to pay the amount of any loss
sustained. Tenant shall procure policies for all such insurance for a period of
not less than one year and shall deliver to Landlord and/or Landlord's designee
evidence of the payment of premiums. Tenant shall procure renewals from time
to time at least 60 days prior to expiration of any policy. Upon the expiration
of the Lease Term, provided Tenant shall not then be in default under this
Lease, Landlord shall apportion and pay to Tenant the unearned premiums on all
transferable insurance then carried by Tenant as required by this Article 5.

ARTICLE 6
LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

ARTICLE 7
MAINTENANCE AND REPAIR

6
<PAGE> 7

shall provide Landlord notice of same and Landlord shall be permitted to post
on and affix to the Premises proper notice of non-responsibility. All repairs
made by Tenant shall be, to the extent possible, identical or superior in
quality, value and class to the original work. Tenant shall comply with the
provisions of Article 9 in making repairs as if they were Alterations. The term
"repairs" shall include, but not be limited to, all necessary replacements,
renewals, alterations, additions and betterments to the Premises.

ARTICLE 8
COMPLIANCE; HAZARDOUS MATERIALS

7
<PAGE> 8

Hazardous Materials to be used, stored, or treated at the Premises expands by
10% during any 30 day period. If Landlord, in its reasonable judgment, finds
the Environmental Audit acceptable, then Landlord shall deliver to Tenant
Landlord's consent. Notwithstanding such consent, Landlord may revoke its
consent upon: (1) Tenant's failure to remain in full compliance with
applicable environmental permits and/or any other requirements under any
federal, state, or local law, ordinance, order, rule, regulation, code or any
other governmental restriction or requirement (including but not limited to
CERCLA and RCRA), related to environmental safety, human health, or employee
safety; (2) Tenant's business operations pose or potentially pose a human
health risk to other Tenants; or (3) Tenant expands its use, storage, or
treatment of any Hazardous Material in a manner inconsistent with the safe
operation of a shopping center. Should Landlord consent to Tenant bringing,
using, storing or treating any Hazardous Material in or upon the Premises,
Tenant shall strictly obey and adhere to any and all federal, state or local
laws, ordinances, orders, rules, regulations, codes or any other governmental
restrictions or requirements (including but not limited to CERCLA and RCRA),
which in any way regulate, govern or impact Tenant's possession, use, storage,
treatment or disposal of said Hazardous Material. In addition, Tenant
represents and warrants to Landlord that (1) Tenant shall apply for and remain
in compliance with any and all federal, state or local permits in regard to any
Hazardous Material; (2) Tenant shall report to any and all applicable
governmental authorities any release of reportable quantities of any Hazardous
Material as required by any and all federal, state or local laws, ordinances,
orders, rules, regulations, codes or any other governmental restrictions or
requirements; (3) Tenant, within 5 days of receipt, shall send Landlord a copy
of any notice, order, inspection report, or other document issued by any
governmental authority relevant to Tenant's compliance status with
environmental or health and safety laws; and, (4) Tenant shall remove from the
Premises all Hazardous Materials at the termination of this Lease.

8
<PAGE> 9

at its sole expense, promptly take all actions and expense as are necessary to
return the Premises and/or the Center to the condition existing prior to the
introduction of any such Hazardous Material to the Premises; provided, however,
that Landlord's approval of such actions shall first be obtained.

ARTICLE 9
ALTERATIONS

(d) Any Alterations shall, when completed, be of such a
character as not to reduce the value of the Premises below its value
immediately prior to such Alterations.

(e) Any Alterations shall be made promptly and in a
first-class and workmanlike manner and in compliance with all applicable Legal
Requirements.

(f) The cost of such Alterations shall be paid promptly
so that the Premises shall at all times be free of liens for labor and material
supplied or claimed to have been supplied to the Premises.

9
<PAGE> 10

(g) Tenant shall maintain during the period of such
Alterations workmen's compensation insurance covering all persons employed in
connection with the work being performed and contractor's liability insurance
for the mutual benefit of Tenant and Landlord with limits of not less than
$2,000,000 in the event of bodily injury to one person, $5,000,000 in the event
of bodily injury to any number of persons in any one occurrence, and $500,00
for property damage. All such insurance shall be issued by a company or
companies approved by Landlord, such approval not to be unreasonably withheld.
All policies or certificates therefor, together with evidence satisfactory to
Landlord of payment of premiums shall be delivered to Landlord, or, when
appropriate, to any Mortgagee, in which case copies of the policies or
certificates of such insurance shall be delivered by Tenant to Landlord.

ARTICLE 10
DISCHARGE OF LIENS

ARTICLE 11
USE OF PREMISES

10
<PAGE> 11

be brought thereon, which (i) may be dangerous, unless safeguarded as required
by law, (ii) may, in law, constitute a nuisance, public or private, (iii) may
make void or voidable any insurance then in force, or (iv) may in any way
endanger the continued use of the Premises for retail purposes. Tenant shall
not use or permit the use of the Premises or any part thereof for any purpose
which in the reasonable opinion of Landlord would adversely affect their then
value or character.

ARTICLE 12
ASSIGNMENT AND SUBLETTING

SECTION 12.3 ASSIGNMENT OF SUBLEASES. As additional security to
Landlord under this Lease, Tenant assigns to Landlord, subject to prior
assignments in favor of holders of any existing Mortgage, (i) all of Tenant's
right, title and interest in and to all subleases now or subsequently in effect
and (ii) all rents due or to become due thereon. This assignment is
conditional and not to become operative until the occurrence of an Event of
Default. Upon such occurrence, Landlord shall apply any net amount actually
collected and received by it from subtenants to the Rent and Additional Rent
due under this Lease. No collection of such amounts by Landlord from any
assignee or sublessee shall constitute a waiver of any of the provisions of
this Lease or an acceptance of the assignee or sublessee as a tenant or a
release of Tenant from performance by Tenant of its obligations under this
Lease. Tenant will not directly or indirectly collect or accept any payment or
rent under any sublease more than one month in advance of the date when the
same shall become due. Upon the expiration of the Lease Term or sooner
termination of this Lease, Tenant shall forthwith pay to Landlord the then
amount of any sublessee's prepaid rents, security deposits and accrued interest
thereon, if any, which have been received therefor by Tenant and have not been
theretofore applied to defaults in accordance with the respective subleases,
and shall also assign and deliver to Landlord all then existing subleases.
Tenant agrees to indemnify and save Landlord harmless from and against any
claim or lien against Landlord or the Premises for the return of any security
deposits under any

11
<PAGE> 12

subleases, unless such securities have been turned over to Landlord pursuant to
this Section. Tenant may bring proceedings against any sublessee in Tenant's
own name and in the name of Landlord, provided, however, that Landlord incurs
no cost or expenses thereby.

ARTICLE 13
INDEMNIFICATION OF LANDLORD

ARTICLE 14
DAMAGE OR DESTRUCTION

12
<PAGE> 13

ARTICLE 15
CONDEMNATION

SECTION 15.1 If the whole or substantially all of the Premises shall
be taken or condemned by any competent authority by the exercise of any right
of eminent domain or in condemnation proceedings ("Taking"), then this Lease
and the Lease Term shall cease and terminate as of the date upon which title
vests in such authority. The Rent shall be apportioned and paid up to said
date. For the purpose of this Article "substantially all of the Premises" shall
be deemed to have been taken or condemned if the portion not taken, would not,
if repaired or reconstructed, constitute a complete rentable commercial
building with space approximately similar to that existing on the date hereof
to enable the conduct of business substantially as it is now being conducted as
of this date.

13
<PAGE> 14

ARTICLE 16
SUBORDINATION

ARTICLE 17
INSPECTION BY LANDLORD

14
<PAGE> 15

ARTICLE 18
DEFAULT; CONDITIONAL LIMITATIONS; NO WAIVER

SECTION 18.1 EVENTS OF DEFAULT. Each of the following shall be an
Event of Default:

(b) If Tenant fails to pay Landlord any rent or
Additional Rent under this Lease as and when the same become due and payable;

(c) If Tenant shall fail to make any deposit required
under Articles 3 or 5 as and when the same shall become due and payable;

(e) If Tenant vacates or abandons the Premises;

(f) If this Lease or the estate of Tenant hereunder is
transferred to or pass to any other person or party, or if the Premises are
sublet;

15
<PAGE> 16

16
<PAGE> 17

ARTICLE 19
NOTICES

17
<PAGE> 18

ARTICLE 20
MISCELLANEOUS

SECTION 20.2 CAPTIONS. The captions of this Lease are for convenience
and reference only and in no way define, limit or describe the scope or intent
of this Lease, nor in any way affect this Lease.

SECTION 20.5 TIME OF ESSENCE. Time is of the essence of this Lease
and this applies to all terms and conditions contained therein.

SECTION 20.7 ESTOPPEL CERTIFICATES. Tenant shall, within 10 days
after receipt of request from Landlord, execute, acknowledge and deliver to
Landlord or any Mortgagee or any proposed purchaser or Mortgagee of the
Premises, without charge, a duly executed recordable certificate certifying
that this Lease is valid and subsisting and in full force and effect and
unmodified, or if modified, stating such modification, whether there are any
offsets or defenses which Tenant then may have and such other information
regarding the status of this Lease as may be reasonably requested.

18
<PAGE> 19

SECTION 20.11 SUPERSEDES PREVIOUS LEASE ARRANGEMENTS. This Lease
shall supersede any other lease or occupancy arrangement between Landlord and
Tenant.

SECTION 20.12 RADON. In accordance with the requirements of Florida
Statutes Section 404.056(6), the following notice is given to Tenant:

19
<PAGE> 20

IN WITNESS WHEREOF, the Parties have executed this Lease the day and
year first above written.

<TABLE>
<S> <C>
Signed, sealed and delivered LANDLORD
in the presence of:
MJG PROPERTIES, INC.
/s/ Joann Bogdansky
- --------------------------------

Print Name: Joann Bogdansky
--------------------
/s/ Susan M. Wigton
- --------------------------------

Print Name: Susan M. Wigton By: /s/ Mark J. Gordon
-------------------- ----------------------------------
Mark J. Gordon, President

TENANT

/s/ Joann Bogdansky PRECISION RESPONSE CORPORATION
- --------------------------------

Print Name: Joann Bogdansky
--------------------
/s/ Susan M. Wigton
- --------------------------------

Print Name: Susan M. Wigton By: /s/ David Epstein
-------------------- ----------------------------------
David Epstein, President
</TABLE>

20
<PAGE> 21

EXHIBIT "A"

PREMISES

LEGAL DESCRIPTION

4300 N.W. 135th Street

A portion of the NE 1/4 of the NW 1/4 of Section 29, Township 52
South, Range 41 East, the same being more particularly described as
follows:

Commence at the Northwest corner of said NE 1/4 of the NW 1/4 of said
Section 29, thence proceed on an assumed bearing North 86 (degrees)
40' 54" East 779.72 feet along the North line of said Section 29 to
the Point of Beginning of the parcel of land hereinafter described,
thence continue North 86 (degrees) 40' 54" East 94.00 feet along the
last mentioned line, thence proceed South 2 (degrees) 53' 47" East
330.79 feet along a line parallel to and 490.00 feet easterly of, as
measured along the North line of said Section 29, the West line of the
East 7/10 of the N 1/2 of the N 1/2 of the NE 1/4 of the NW 1/4 of
said Section 29, to an intersection with the South line of N 1/2 of
the N 1/2 of the NE 1/4 of NW 1/4 of said Section 29, thence proceed
South 86 (degrees) 41' 39" West 94.00 feet thence proceed North 2
(degrees) 53' 47" West 330.77 feet to the Point of Beginning, situate,
lying and being in Dade County, Florida (the City of Opa-Locka). Also
being a portion of Lots 20 and 21 in Block 207 of INCOME GARDENS,
SECTION FOURTH, according to the Plat thereof, as recorded in Plat
Book 31, at Page 8, of the Public Records of Dade County, Florida.

<PAGE> 1
EXHIBIT 10.21

LEASE AGREEMENT AND OPTION
TO PURCHASE REAL PROPERTY

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
I. PROPERTY LEASED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 DEMISE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 COVENANT OF QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

II. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 EXTENSIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 HOLDOVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.5 END OF TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(a) Fixtures and Personalty . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(b) Joint Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

III. CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 EXTENSION RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.3 PREPAID RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.4 ADDITIONAL CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.5 LATE CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

IV. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.1 COVERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.2 POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.3 ADJUSTING; PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.4 JOINT EFFORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.5 WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.6 CANCELLATION OF INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.7 LOSS AND DAMAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

V. THE PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.1 USE AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.2 REPAIRS AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.3 ALTERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.4 LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.5 SIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.6 INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.7 LICENSE AND LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.8 DAMAGE OR DESTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>

i
<PAGE> 2

<TABLE>
<S> <C> <C>
5.9 WARRANTIES; DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.10 CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

VI. TAXES AND OTHER CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1 PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.2 CONTESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.3 LIMITATION; SUBSTITUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

VII. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

VIII. ENFORCEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.1 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8.2 CURE BY LESSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.3 LESSOR'S REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.4 ACCELERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.5 SUITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.6 WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.7 PROOF OF CLAIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.8 INJUNCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.9 INDEPENDENT RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.10 NON-WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.11 WAIVER OF DISTRESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.12 FAILURE TO OPERATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

IX. NO RENT ABATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

X. CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.1 ENTIRE AWARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.2 SUBSTANTIAL TAKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.3 PARTIAL TAKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.4 EASEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
10.5 LESSEE'S INDEPENDENT AWARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

XI. SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

XII. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.1 BY LESSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.2 BY LESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.3 ASSUMPTION BY ASSIGNEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

XIII. ESTOPPEL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

XIV. HAZARDOUS SUBSTANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
14.1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

ii
<PAGE> 3

<TABLE>
<S> <C> <C>
14.2 UNDERGROUND STORAGE TANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
14.3 LESSEE'S UST OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
14.4 UST REMEDIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
14.5 REMOVAL DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
14.6 CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
14.7 INDEMNIFICATION OF LESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
14.8 ACCESS AND COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
14.9 COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
14.10 NOTICES TO LESSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
14.11 REMOVAL AND DISPOSAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
14.12 ENVIRONMENTAL AUDITS BY LESSOR . . . . . . . . . . . . . . . . . . . . . . . . . . 25
14.13 REMEDIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
14.14 REMEDIATION BY THIRD PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
14.15 LEASE EXPIRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

XV. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
15.1 ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
15.2 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
15.3 ADDRESS FOR PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
15.4 CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.5 SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.6 RECORDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.7 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.8 NO AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.9 TIME OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.10 BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.11 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.12 JOINT AND SEVERAL LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.13 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
15.14 BROKERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
15.15 RADON . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

XVI. OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
16.1 GRANT OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
16.2 PURCHASE PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
16.3 TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
16.4 OPTION EXTENSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
16.5 EXERCISE OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
16.6 INSPECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
16.7 ZONING AND PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
16.8 CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(a) TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(b) PLACE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(c) DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

iii
<PAGE> 4

<TABLE>
<S> <C> <C>
(i) DEED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(ii) AFFIDAVITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(iii) OTHER DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(d) PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(e) REAL ESTATE TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(f) TRANSFER TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(g) RECORDING FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
(h) TITLE INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(i) ESCROW FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(j) DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
16.9 NO FURTHER ENCUMBRANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
16.10 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
16.11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

XVII. SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

EXHIBIT "A" LEGAL DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

EXHIBIT "B" CONTRACT FOR SALE OF REAL ESTATE . . . . . . . . . . . . . . . . . . . . . . 35
EXHIBIT "A" LEGAL DESCRIPTION . . . . . . . . . . . . . . . . . . . 44

EXHIBIT "B" PERMITTED EXCEPTIONS . . . . . . . . . . . . . . . . . . 45
</TABLE>

iv
<PAGE> 5

LEASE AGREEMENT AND OPTION
TO PURCHASE REAL PROPERTY

THIS AGREEMENT (the "Lease"), is made this 23rd day of January, 1996
(the "Lease Date"), by and between BURGER KING CORPORATION, a Florida
corporation, ("Lessor"), and PRECISION RESPONSE CORPORATION, a Florida
corporation ("Lessee"), whose address is 1505 N. W. 167th Street, Miami,
Florida 33169.

In consideration of the covenants contained in this Agreement, the
parties agree as follows:

PROPERTY LEASED

Section 1.1 DEMISE. Lessor leases to Lessee and Lessee leases from Lessor the
following property (the "Land") along with the building (the "Building") and
other improvements constructed on it (collectively, the "Premises").

Legal
Description: See Exhibit "A" attached hereto and made a
part hereof.

Commonly
described as: BURGER KING(R) NRP #4370
11975 S. W. 140TH TERRACE
MIAMI, FLORIDA

Subject to all conditions and restrictions of record, easements of record and
in place, conditions and restrictions of the Turnpike-McNeil Development, Ltd.
Architectural Review Board (the "Board"), zoning and any condition that a
physical inspection of the Premises and an accurate and complete survey would
disclose. A copy of the covenants, conditions and restrictions of the Board
shall be delivered to Lessee.

Section 1.2 COVENANT OF QUIET ENJOYMENT. Lessor promises, subject to Lessee's
performance of all the terms and conditions of the Lease, that Lessee_shall be
entitled to the quiet and peaceful enjoyment and undisturbed possession of the
Premises for the term of this Lease.

II.

TERM

Section 2.1 TERM. The term of this Lease (the "Term") shall be for three (3)
years commencing on January ___, 1996 (the "Commencement Date"), and expiring
on January 31, 1999 (the "Original Term Expiration Date"), unless sooner
terminated as provided in this Lease.

1
<PAGE> 6

Section 2.2 EXTENSIONS. Provided Lessee is in good standing and not in
default in the manner described in Section 8.1, Lessee shall have the option to
extend the Term upon the same terms and conditions, for three (3) five (5) year
periods (each is an "Extension") commencing at midnight on the date on which
the preceding Term or Extension expires. Each Extension must be exercised in
writing by Lessee giving written notice to Lessor not less than ninety (90)
days prior to the expiration of the Term or any Extension.

Section 2.3 POSSESSION. Possession of the Premises shall be delivered to the
Lessee on the Commencement Date. Lessee shall have access and use of the
Premises seven (7) days a week and twenty-four (24) hours per day.

Section 2.4 HOLDOVER. Any holdover at the expiration of the Term with the
written consent of Lessor shall be on a month to month basis, which tenancy may
be terminated by Lessor giving Lessee not less than fifteen (15) days notice.
During such holdover tenancy, Lessee agrees to pay Lessor on a monthly basis
all increased rentals and other charges that would have been due under this
Lease and agrees to continue to be bound by all of the terms of this Lease that
are applicable at that time. In the event Lessee holds over without consent of
Lessor, the rent during any holdover period shall be double the average rent
that was due during the last year of the Term.

Section 2.5 END OF TERM.

(a) Fixtures and Personalty. Lessor hereby waives any right to
claim any personalty owned or leased by Lessee and located on the Premises.
The personalty may then be removed by Lessee or the lessor of such personalty
provided that the Premises are restored to their original condition at Lessee's
sole expense. Any such personalty not removed within fifteen (15) days after
the Lease expiration or termination shall be deemed abandoned and, at Lessor's
option, become the property of Lessor.

(b) Joint Inspection. During a period no earlier than three (3)
weeks and no later than one (1) week prior to the end of the Term, Lessor and
Lessee shall conduct a joint inspection of the Premises and Lessor shall make a
list of any items of repair and maintenance which may be needed to put the
Premises in good condition and repair, excluding ordinary wear and tear, and
those structural items which Lessor is obligated to maintain pursuant to
Section 5.2. If the items on such list cannot be completed by Lessee by the
end of the Term, then Lessee shall pay to Lessor by the end of the Term the
reasonable cost of such repairs as estimated by Lessor. Lessee's obligation to
make such payment shall survive the termination of this Lease. Any failure by
the parties to conduct the joint inspection shall not constitute a waiver of
Lessee's obligations under this Sections 2.5 and 5.2 of this Lease.

2
<PAGE> 7

III.

CONSIDERATION

Section 3.1 RENT. Lessee agrees to pay and Lessor agrees to accept a
guaranteed minimum annual rental, plus sales tax, for each year of the Term of
this Lease (such being hereinafter referred to as "Guaranteed Minimum Annual
Rental"), to be payable in monthly installments in advance on the first day of
each month during the Term of this Lease in the amounts shown on the "Rent Data
Schedule" below.

RENT DATA SCHEDULE

<TABLE>
<CAPTION>
GUARANTEED MINIMUM MONTHLY
LEASE YEAR* ANNUAL RENTAL INSTALLMENT
----------- ------------------ -----------
<S> <C> <C>
2/1/96 - 1/31/97 $157,060.00 $13,088.33**
2/1/97 - 1/31/98 $165,517.00 $13,793.08
2/1/98 - 1/31/99 $175,182.00 $14,598.50
</TABLE>

*The term "Lease Year" shall mean the first consecutive twelve (12) month
period beginning on the Commencement Date of the Lease and each succeeding
twelve (12) month period thereafter, whether fiscal or annual.

**There shall be no monthly installment of Guaranteed Minimum Annual Rent for
the first two (2) months of the Term of this Lease. The first monthly
installment shall be due March 1, 1996. If this Lease shall commence on any
day other than the first day of a calendar month, the monthly installment for
the first and last month of the Lease term shall be prorated.

Section 3.2 EXTENSION RENT.

In the event Lessee exercises its option to extend the Lease in accordance with
Section 2.2, Lessee agrees to pay to Lessor the Guaranteed Minimum Annual
Rental, plus sales tax, to be payable in monthly installments in advance on the
first day of each month during the Extension(s) of this Lease in the amounts
shown on the "Extension Rent Data Schedule" below.

3
<PAGE> 8

EXTENSION RENT DATA SCHEDULE

<TABLE>
<CAPTION>
GUARANTEED MINIMUM MONTHLY
EXTENSIONS ANNUAL RENTAL INSTALLMENT
---------- ------------------ -----------
<S> <C> <C>
First Extension
---------------

2/1/99 - 1/31/00 $181,223.00 $15,101.92
2/1/00 - 1/31/01 $187,263.00 $15,605.25
2/1/01 - 1/31/02 $193,303.75 $16,108.65
2/1/02 - 1/31/03 $199,344.50 $16,612.04
2/1/03 - 1/31/04 $205,385.25 $17,115.44

Second Extension
----------------

2/1/04 - 1/31/05 $211,546.81 $17,628.90
2/1/05 - 1/31/06 $217,893.21 $18,157.77
2/1/06 - 1/31/07 $224,430.00 $18,702.50
2/1/07 - 1/31/08 $231,162.91 $19,263.58
2/1/08 - 1/31/09 $238,097.80 $19,841.48

Third Extension
---------------

2/1/09 - 1/31/10 $245,240.73 $20,436.73
2/1/10 - 1/31/11 $252,597.96 $21,049.83
2/1/11 - 1/31/12 $260,175.89 $21,681.32
2/1/12 - 1/31/13 $267,981.17 $22,331.76
2/1/13 - 1/31/14 $276,020.60 $23,001.72
</TABLE>

The Guaranteed Minimum Annual Rental shall sometimes hereinafter be referred to
as the "Rent."

Section 3.3 PREPAID RENT. Upon execution of this Lease, Lessee shall
deposit Thirteen Thousand Eighty-Eight and No/100 Dollars ($13,088.00) with
Lessor, which amount represents the first month's Rent for the initial Term.

Section 3.4 ADDITIONAL CHARGES. Lessee and Lessor agree that all taxes,
costs, common area maintenance fees and assessments, expenses and charges of
every kind and nature ("Additional Charges") relating to the Premises or
assessed by the Board (except those taxes of Lessor referred to in Section 6.3,
structural repairs to be made by Lessor pursuant to Section 5.2, and any
payments for interest or principal under any mortgage relating to the Premises)
which may arise or become due during the Term or any Extension, shall be paid
by Lessee, and that Lessee shall indemnify and save harmless Lessor from and
against them. Notwithstanding the foregoing, if any Additional Charges are
payable in installments (excluding real and personal taxes and any

4
<PAGE> 9

other charge attributable to Lessee's use of the Premises), Lessee's obligation
for payment shall extend only to those installments which must be paid during
the Term (as same may be extended pursuant to Section 2.2). All Additional
Charges which Lessee assumes or agrees to pay under any provisions of this
Lease, together with all interest and penalties that may accrue on these
Additional Charges in the event Lessee fails to pay them, as well as all other
damages, costs and expenses, including, without limitation, reasonable
attorneys' fees and other legal and court costs which Lessor may incur in
enforcing this Lease, and any and all other sums that may become due by reason
of Lessee's default or failure to comply with its obligations under this Lease,
shall be deemed to be additional Rent. In the event of non-payment, Lessor
shall have all the rights and remedies as provided in the case of non-payment
of Rent.

Section 3.5 LATE CHARGES. All Rent, Additional Charges and any other charges
shall be paid to Lessor without notice or demand and without abatement,
deduction or set-off, except as otherwise expressly provided in this Lease.
All payments not paid within fifteen (15) days of the date when due shall bear
interest at the rate of twelve percent (12%) per annum and payments delinquent
more than thirty (30) days shall be subject to a late fee of ten percent (10%)
of the rental amount due and payable. In the event such interest rate shall be
void or unenforceable under the laws of the jurisdiction where the Premises are
located, the highest rate of interest permitted within such jurisdiction shall
be charged.

IV.

INSURANCE

Section 4.1 COVERAGE. During the Term, Lessee, at its own cost and expense,
shall:

(a) Keep the Premises and the fixtures and personalty on it
insured with an all risk property insurance policy in an amount of at least
SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00).

(b) Upon execution of this Lease, Lessee shall provide and keep in
force comprehensive or commercial general liability insurance against claims
for bodily injury, death or property damage occurring on, in or about the
Premises or the adjoining streets and property, in limits of not less than ONE
MILLION DOLLARS AND NO/100 ($l,000,000.00) per occurrence for bodily injury,
not less than SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($750,000.00) per
occurrence for property damage, or in such other amounts as Lessor may
reasonably request. The policy shall name Lessor as an additional insured.

Section 4.2 POLICIES. All insurance required by Lessor and provided by
Lessee shall be carried in favor of Lessor and Lessee, as their respective
interests may appear. If requested by Lessor, insurance against fire or other
casualty shall provide that the proceeds of any loss shall be payable to the
mortgagee under a standard mortgagee clause. All insurance shall be obtained
from companies licensed to do business in the state in which the Premises are
located and which have a rating by Best's Rating Guide of at least "A-" as to
financial strength and "X(10)" as to financial size. Lessee shall procure
policies for all insurance for periods of not less than one

5
<PAGE> 10

year and shall deliver to Lessor all policies or certificates of insurance with
evidence of payment of all premiums. Lessee shall procure renewals of these
policies from time to time before their respective expiration dates. All
insurance policies shall be non-assessable and shall require thirty (30) days
notice by registered or certified mail to Lessor of any cancellation or change
adversely affecting Lessor's coverage under the policies. All property damage
and business interruption policies of Lessee shall contain a waiver of any
subrogation rights which Lessee's insurers may have against Lessor, even if the
loss suffered is caused by the act, omission or negligence of Lessor.

Section 4.3 ADJUSTING; PROCEEDS. Claims for loss due to damage to the
Premises under any policies provided for in this Lease shall be adjusted with
the insurance companies:

(a) by Lessee in the case of any particular casualty resulting in
damage or destruction not exceeding $10,000.00, or

(b) by Lessor and Lessee, in the case of any particular casualty
resulting in damage or destruction exceeding $10,000.00 in the aggregate. The
proceeds of any insurance shall be payable as follows:

(1) With respect to any loss not exceeding $10,000.00 in
the aggregate, proceeds shall be paid to Lessee, who shall
hold them in trust for the purpose of paying the costs of
repair and restoration; and

(2) With respect to losses exceeding $10,000.00 in the
aggregate, the proceeds shall be paid to Lessor and shall be
applied to pay the costs of repair and restoration.

Section 4.4 JOINT EFFORTS. Lessee and Lessor shall cooperate in attempts to
collect any insurance proceeds that may be due in the event of loss, and Lessee
shall execute and deliver to Lessor such proofs of loss and other instruments
which may be required for the purpose of recovering these proceeds.

Section 4.5 WAIVER OF SUBROGATION. Lessee agrees to look solely to the
proceeds of his own insurer for indemnity against exposure for loss of property
or business interruption. Lessee warrants that its property and business
interruption insurers shall have no rights against Lessor by virtue of
assignment, subrogation, loan agreement or otherwise.

Section 4.6 CANCELLATION OF INSURANCE. If any insurance policy covering the
Premises or any part of it is canceled or is threatened by the insurer to be
canceled, or if the coverage thereunder is reduced below the limits required
under this Lease by the insurer for any reason, and if Lessee fails to remedy
the condition giving rise to cancellation, threatened cancellation, or
reduction of coverage within five (5) business days after notice thereof by
Lessor, Lessor may, at its option, obtain replacement coverage at Lessee's
expense and Lessee shall pay the cost of such insurance promptly upon demand.

6
<PAGE> 11

Section 4.7 LOSS AND DAMAGE. Lessor shall not be liable for any death or
injury occurring on the Premises, nor for the loss of or damage to any of the
personalty or other property of Lessee or of others by theft or otherwise, from
any cause whatsoever. Without limiting the generality of the foregoing, Lessor
shall not be liable for any injury or damage to persons or property resulting
from fire, explosion, falling plaster, steam, dampness, gas, electricity,
water, rain, snow, or leaks from any part of the Premises or from the pipes,
appliances or plumbing works or from the roof, street or subsurface or from any
other place by any other cause whatsoever. Lessor shall not be liable for any
such damage caused by other persons or occupants of adjacent property, or the
public, or caused by operations in construction of any private, public or
quasi-public work. All of the personalty or any other property of Lessee kept
or stored on the Premises shall be kept or stored at the risk of Lessee.

THE PREMISES

Section 5.1 USE AND SERVICES. During the Term of this Lease, Lessee shall
operate a call center, supporting a full-service direct marketing company on
the Premises and for general administrative purposes. The Premises shall not be
used for any other purpose.

Except as may be otherwise specifically provided by the terms of this Lease,
Lessor shall not be required to furnish to Lessee any facilities or services of
any kind whatsoever, such as, but not limited to water, sewer, steam, heat,
gas, hot water, electricity, light and power.

Section 5.2 REPAIRS AND MAINTENANCE. Lessee shall, at all times during the
Term, at its own cost and expense, put, keep and maintain the interior and
exterior of the Premises and all fixtures and personalty located on it (other
than the structural elements of the Premises, including the roof) and the
electrical, plumbing and mechanical systems located thereon in good order and
condition, subject to ordinary wear and tear and casualty damage and subject to
all applicable terms of Sections 5.3 and 5.8, shall make all necessary and
desirable repairs, restorations and replacements thereof, foreseen or
unforeseen (hereinafter collectively called "Repairs"), and shall from here
forward, use all reasonable precaution to prevent waste, damage or injury.
Lessee shall also put, keep and maintain in good repair and free from dirt,
snow, ice, rubbish and other obstructions or encumbrances, the sidewalks,
parking areas, yards, plantings, gutters and curbs in front of and adjacent to
the Premises. The provisions of this paragraph shall not exonerate Lessee from
liability if Lessee has failed to maintain casualty insurance in accordance
with Section 4.1(a).

In the event that Lessee fails or neglects to make all necessary Repairs or
fulfill its other obligations as set forth above, Lessor or its agents may
enter the Premises for the purpose of making such Repairs or fulfilling those
obligations. All costs and expenses incurred as a consequence of Lessor's
action shall be repaid by Lessee to Lessor within fifteen (15) days after
Lessee receives copies of receipts showing payment by Lessor for such Repairs
or other obligations. These receipts shall be prima facie evidence of the
payment of the charges paid by

7
<PAGE> 12

Lessor. Except in the case of emergency, Lessor shall give Lessee ten (10)
days notice before taking any such action.

Lessor will maintain, at Lessor's sole expense, in good condition and repair
and water tight all structural portions, the roof, exterior walls (except
painting) and floor structures (except floor coverings) of the Premises,
excluding ordinary wear and tear, damage caused by Lessee's negligence, misuse
or alteration of the Premises, and casualty damage and condemnation actions
where Lessor is not obligated to restore or repair the Premises or any portion
thereof pursuant to Sections 5.8 and Article X of this Lease, All repairs to
be made by Lessor shall be made in such a manner and at such time as to cause
the least possible inconvenience to Lessee in the conduct of its business.
However, Lessee agrees to cooperate fully with Lessor in Lessor's attempt to
obtain all necessary permits and licenses ("Permits") and secure zoning,
special use permits or variances ("Authorizations"), if any, so that the same
may be repaired. Lessee grants Lessor permission to make application for
Authorizations and Permits in the name of Lessee, if necessary. Lessee shall
execute any necessary documents in connection with Lessor's application for
Authorizations and Permits. Notwithstanding any of the foregoing, Lessor is
not obligated to repair, restore or replace any aesthetic defects of the
Premises.

Section 5.3 ALTERATIONS. Lessee shall not at any time make any alteration,
change, addition or improvement (hereinafter collectively called "Alterations")
in or to the interior or exterior of the Premises without the prior written
consent of Lessor. Lessor acknowledges that installation of Lessee's
equipment, carpeting, decorative materials and trade fixtures that are not
permanently affixed and are readily removable without causing damage to the
Premises, will not require Lessor's prior consent.

Lessor and Lessee agree that it shall not be unreasonable for Lessor to
withhold its consent to any proposed Alteration which would require the removal
of the flooring material in the computer/data facility room, or which would
cause the Premises, upon its return to Lessor in accordance with this Lease, to
become in violation of any building or zoning ordinances, laws or regulations,
including without limitation the American with Disabilities Act. In the event
consent is given:

(a) the Alterations shall be performed in a first class
workmanlike manner at Lessee's sole expense, and shall not weaken or impair the
structural strength or lessen the value of the Premises, or change the purpose
for which the Premises may be used;

(b) the structural Alterations or any other Alterations requiring
a building permit or governmental approval shall be made according to plans and
specifications therefor, which shall be first submitted to and approved in
writing by Lessor;

(c) before the commencement of work on any Alterations, such plans
and specifications shall be approved by all governmental authorities having
jurisdiction and any public utility company having an interest in the
Alterations;

8
<PAGE> 13

(d) before the commencement of any Alterations, Lessee shall pay
the amount of any increase in premiums on insurance policies for endorsements
covering the risk during work on the Alterations, and workmen's compensation
insurance covering all persons employed in connection with that work.

(e) before the commencement of any Alterations which involve a
contract for labor, services, materials, or supplies in excess of $5,000.00,
Lessee shall deliver to Lessor, where permitted by law, either (1) a duplicate
original of the contract, if in writing, which shall provide that no lien or
claim against the Premises or the equipment on it shall be created or filed as
a result of performance of work under the contract or (2) a written waiver by
the architect, engineer, contractor, subcontractor, materialman, mechanic, or
other person contracting to furnish such labor, services, materials or
supplies, of all lien rights which he or it might otherwise have against the
Premises or Lessor's interest in it.

All buildings, permanent additions, permanent improvements, fixtures (excluding
trade fixtures) and appurtenances in or on the Premises at the Commencement
Date and those which may be erected, affixed or installed in or on the Premises
during the Term are deemed to be and shall immediately become part of the
Premises and the sole property of Lessor. All personalty installed by Lessee
(except signs, trademarks and other insignia of Lessor) shall remain the
property of Lessee.

Section 5.4 LIENS. Should Lessee cause any Alterations or Repairs to be
made to the Premises, or cause any labor to be performed or material to be
furnished, neither Lessor nor the Premises shall under any circumstances be
liable for the payment of any expense incurred, and all such Alterations and
Repairs shall be made and performed at Lessee's expense. If, because of any
act or omission of Lessee, any mechanic's or other lien, charge, claim or order
for the payment of money shall be filed against the Premises or against Lessor,
Lessee shall, at its own cost and expense, cause it to be cancelled and
discharged of record or bonded within fifteen (15) days after notice of filing
thereof. In the event that the Lessee fails to cause any such mechanics' or
other lien, charge or order to be cancelled and discharged or bonded, then, in
addition to any other right or remedy of the Lessor, the Lessor may, at its
option, cancel or discharge it by paying the amount claimed to be due into
Court or directly to any claimant and the amount so paid by Lessor and all
costs and expenses including attorneys' fees incurred for the cancellation or
discharge of such lien shall be due from the Lessee to the Lessor as an
additional charge payable on demand.

Section 5.5 SIGNS. Lessee shall not place any signs or symbols on any
portion of the Premises without the prior written approval of Lessor and the
consent of the Board, if required by the Board or any covenant of record.

Section 5.6 INSPECTION. Lessor or their representatives shall have the
right to enter the Premises at reasonable hours of any business day to
ascertain if the Premises are in proper repair and condition upon prior written
notice to Lessee.

9
<PAGE> 14

Section 5.7 LICENSE AND LAWS. The Lessee shall, at its own cost and
expense, obtain all necessary licenses and/or permits which may be required for
the conduct of its business; and Lessee shall, at its own cost and expense,
promptly observe and comply with all present and future laws, ordinances,
requirements, orders, directions, rules and regulations applicable to Lessee's
business or manner of use of the Premises (referred to generally as ") of
governmental authorities having or claiming jurisdiction over the Premises or
the conduct of Lessee's business. By way of example, and not limitation,
compliance with Regulations shall include, but not be limited to, the
following: (i) Alterations and/or additions to the Premises if required under
the Americans with Disabilities Act of 1990 and (ii) testing, remediation or
abatement of environmental conditions (defined as conditions affecting the air,
soil, ground water and improvements) affecting the Premises or property
adjacent to or near the Premises, if so required by governmental authority and
arising from Lessee's business or use of the Premises. Lessee shall receive a
TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($2,500.00) credit towards the
Rent in consideration for Lessee's agreement and covenant to perform all
modifications and repairs necessary to bring the Building and/or the Premises
into full compliance with the American Disabilities Act. Lessee may contest in
good faith, after notice to Lessor, by appropriate proceedings conducted
promptly at Lessee's own expense, in Lessee's name (and/or whenever necessary
and with Lessor's consent, in Lessor's name), the validity or enforcement of
any such Regulation; provided that (i) such contest or any associated deferment
of payment does not subject Lessor to a fine or other criminal liability, or
subject the Premises to any encumbrance, (ii) Lessee diligently prosecutes such
contest to a final determination by the governing authority, and (iii) Lessee
furnishes Lessor with any security that Lessor may reasonably request in
connection with such contest. Notwithstanding the foregoing, Lessee is not
obligated to observe and comply with Regulations which: (i) are attributable
to structural repairs that are the obligation of Lessor under Sections 5.2, 5.8
and Article X of this Lease; or (ii) require remediation, removal or monitoring
of diesel fuel discharge from the UST (as such term is defined in Article XIV)
located on the Premises.

Section 5.8 DAMAGE OR DESTRUCTION. If, during the Term, the Premises are
destroyed or damaged in whole or in part by fire or other casualty, whereby the
same shall be rendered untenable, Lessee shall give Lessor immediate notice,
and Lessor shall have the right to render the Premises tenantable by repairs
within one hundred twenty (120) days from the date the Premises were damaged or
destroyed. If the Premises are not rendered tenantable within said time, it
shall be optional with Lessee to cancel this Lease, and in the event of such
cancellation, the Rent shall be paid only to the date the Premises were damaged
and destroyed. The cancellation herein mentioned shall be evidenced in
writing. Lessor shall receive all of the insurance proceeds from insurance
policies required by this Lease to be kept in force by Lessee. All insurance
proceeds received by Lessor on account of such damage or destruction, less the
actual cost, fees and expenses, if any, incurred in connection with adjustment
of the loss, shall be applied by Lessor to pay the cost of repair, restoration
and replacement of all or any part of the Premises (the "Restoration"). Lessor
shall proceed to commence and complete with diligence the Restoration if the
net insurance proceeds, together with any other funds supplied by Lessee, at
Lessee's option, are sufficient to complete the Restoration. Lessor shall in
no event be called upon to commence the Restoration of the Premises, nor to pay
any of the costs or expenses thereof beyond or in excess of the net insurance
proceeds available to Lessor, as provided in this

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Lease. If the net insurance proceeds are insufficient to cover the cost of the
Restoration and Lessee does not elect, by notice in writing to Lessor, to pay
in full such deficiency, then within thirty (30) days of the occurrence of the
event which renders the Premises untenantable, the insurance proceeds shall be
applied and paid to Lessor, and the parties agree that the Lease shall be
terminated as of the date the Premises were damaged and destroyed.

Lessee agrees to cooperate fully with Lessor in Lessor's attempt to obtain all
necessary Permits and secure Authorizations so that the Premises may be
restored. Lessee grants Lessor permission to make application for
Authorizations and Permits in the name of Lessee, if necessary. Lessee shall
execute any necessary documents in connection with Lessor's application for
Authorizations and Permits.

Section 5.9 WARRANTIES: DISCLAIMER. Lessor expressly disclaims any
warranties, either express or implied, and Lessee acknowledges that neither
Lessor nor its agents have made any representations or promises with respect to
the Premises except as expressly set forth in this Lease, and no rights,
easements or licenses are acquired by Lessee by implication or otherwise except
as expressly set forth herein. Subject to Lessor's obligations to make
structural repairs pursuant to Section 5.2, the taking of possession of the
Premises by Lessee shall be conclusive evidence that the Lessee has accepted
the Premises "AS IS" condition. Lessee acknowledges that Lessee is relying on
its own independent inspection. Lessee agrees to cooperate with and assist
Lessee in asserting claims against contractors or others providing work and/or
services to the Premises.

Section 5.10 CONTRACTS. Lessee shall not without Lessor's consent enter into
any service contract or agreement relating to the furnishing of any services to
the Premises or the occupants of it unless such contract or agreement shall by
its terms be terminable on no more than thirty (30) days notice or shall
expressly provide that it shall not become binding on Lessor in the event that
this Lease is terminated or expires. Lessee shall furnish Lessor with copies
of all service contracts or agreements affecting the Premises that are now in
existence or that are subsequently entered into.

VI.

TAXES AND OTHER CHARGES

Section 6.1 PAYMENT.

(a) In the event Lessor elects, at its sole option, to pay the
taxes, assessments, charges for public utilities, licenses, permit fees or
other governmental impositions and charges of any kind and nature whatsoever
("Charges") which are payable in connection with the ownership, occupancy or
possession of the Premises, Lessee shall reimburse Lessor within fifteen (15)
days after Lessee receives an invoice for the payment of such Charges at the
full discount rate for such Charges, if any.

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(b) In the event Lessor elects not to pay the Charges as set forth
in the preceding Section, Lessor shall, promptly following receipt, forward to
Lessee the bill for same and Lessee shall pay on or before the last day on
which payment may be made without penalty or interest, all Charges which may be
assessed, imposed, or become due and payable in connection with the ownership,
occupancy or possession of the Premises or the fixtures or personalty on it, or
any Charges which may be imposed in lieu of, or as a substitution for, any such
Charges. At any time after the time for payment of each charge, upon Lessor's
request, Lessee shall exhibit to Lessor satisfactory evidence of payment. All
Charges assessed or imposed for the fiscal periods in which the Term of this
Lease commences and terminates shall be apportioned.

(c) Notwithstanding anything in this Article to the contrary, if
any Charges are payable in installments (excluding real and personal property
taxes and any other Charges attributable to Lessee's use of the Premises),
Lessee shall be obligated for the payment of only those installments which must
be paid (and if not paid would be delinquent) during the Term (as same may be
extended pursuant to Section 2.2).

Section 6.2 CONTESTS. Lessee has the right to promptly contest or review any
of the Charges by appropriate proceedings ("Proceedings") at its own expense,
and if necessary, with the prior written consent of Lessor, in the name of
Lessor. Lessee may defer payment of a contested charge only if, before
instituting any Proceedings, Lessee furnishes to Lessor security satisfactory
to Lessor and sufficient to cover the amount of each contested charge, with
interest and penalties for the period which the Proceedings may be expected to
take. Notwithstanding the furnishing of security (other than a cash deposit),
Lessee shall promptly pay each contested charge if, at any time, the Premises
or any part of it are in danger of being sold, forfeited or otherwise lost or
Lessor becomes subject to criminal or any other liability for such non-payment;
provided that in that event, if Lessee has made a cash deposit to Lessor,
Lessor may pay each contested charge out of the deposit. When any contested
charge is paid or cancelled, any balance of any cash deposit not so applied
shall be repaid to Lessee without interest. All proceedings shall be begun as
soon as possible after the imposition or assessment of any contested item and
shall be diligently prosecuted to final adjudication. If there is any refund
with respect to any contested charge based on a payment by Lessee, Lessee
shall be entitled to it to the extent of such payment.

Section 6.3 LIMITATION; SUBSTITUTION. Nothing contained in this Lease shall
be construed to require Lessee to pay any inheritance, estate, succession,
transfer, gift, franchise, corporation, income or profit tax, or capital levy
that is or may be imposed upon Lessor, its successors or assigns; provided,
however, that if at any time during the Term of this Lease the methods of
taxation prevailing at the Commencement Date are altered so that in lieu of or
as a substitute for the whole or any part of the taxes, assessments, levies,
impositions or charges (collectively "assessments") now levied, assessed or
imposed ("imposed") on real estate and improvements thereon, there is imposed

(1) an assessment made wholly or partially as a capital levy, or

(2) an assessment measured by or based in whole or in part on the
Premises, or

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<PAGE> 17

(3) a license fee measured by the Rent payable by Lessee under
this Lease,

then to the extent that such assessments or portion thereof would be payable if
the Premises were the only asset of Lessor subject to the assessments, Lessee
shall pay these assessments in the same manner as provided in this Lease for
payment of real estate taxes.

VII.

INDEMNIFICATION

Lessee shall indemnify, defend with counsel reasonably acceptable to Lessor and
save Lessor harmless from and against all costs, expenses, liabilities, losses,
damages, injunctions, suits, actions, fines, penalties, claims and demands of
every kind or nature, including reasonable attorneys' fees, by or on behalf of
any person, party or governmental authority whatsoever arising out of (a) any
failure or alleged failure by Lessee to perform any of its obligations under
this Lease, (b) any accident, injury or damage which occurs in or about the
Premises, however occurring, (c) any matter arising out of the condition,
occupation, maintenance, alteration, repair, use or operation of the Premises
or any part of it, (d) the contest or challenge by Lessee of any imposed tax,
assessment, or other charges, or (e) any other matter arising from or relating
to Lessee's occupation of the Premises.

Notwithstanding anything in this Article to the contrary, Lessee shall not be
obligated to indemnify Lessor from any condition involving hazardous or toxic
substances generated on, in or under the Premises or on adjacent premises which
do not arise by reason of the acts or omissions of Lessee, its agents, guests
or invitees and Lessee shall not be obligated to indemnify Lessor for any
actions as a result of Lessor's failure to perform Lessor's obligations under
this Lease after prompt written notice from Lessee and provided Lessor receives
a reasonable period of time to perform Lessor's obligations. Lessor shall
indemnify, defend with counsel reasonably acceptable to Lessee, and save Lessee
harmless from and against all causes, expenses, liabilities, losses, damages,
injunction suits, actions, fines, penalties, claims and demands of every kind
or nature, including reasonable attorneys' fees, by or on behalf of any person,
party or governmental authority whatsoever arising out of (a) any failure or
alleged failure by Lessor to perform any of Lessor's obligations under this
Lease; provided, however, Lessor receives prompt written notice from Lessee of
any such failure and is provided a reasonable period of time to cure such
failure and (b) the presence of any hazardous or toxic substances existing on
the Premises as of the Commencement Date of the Lease as a result of the UST
located on the Premises, unless caused or contributed to by Lessee's acts or
omissions.

VIII.

ENFORCEMENT

Section 8.1 DEFAULT. Each of the following events is a default and a breach
of this Lease by Lessee:

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(a) If Lessee files any proceeding under the United States
Bankruptcy Code, any other federal or state bankruptcy, reorganization,
receivership, insolvency or other similar law affecting the rights of creditors
generally, or for dissolution under the laws of the United States or of any
state, or voluntarily takes advantage of any such law or act or is dissolved or
makes an assignment for the benefit of creditors;

(b) If involuntary proceedings under the United States Bankruptcy
Code, any other federal or state bankruptcy, reorganization, receivership,
insolvency or other similar law or for the dissolution of a corporation are
instituted against Lessee or if a receiver or trustee is appointed of all or
substantially all of the property of Lessee and such proceedings are not
dismissed or such receivership or trusteeship vacated within ninety (90) days
after such institution or appointment;

(c) If Lessee vacates, abandons or ceases doing business on the
Premises for one hundred twenty (120) days or indicates its intention to do so
provided such cessation is not due to casualty or condemnation;

(d) If this Lease or the estate of Lessee hereunder is transferred
to any other person or party, except in a manner permitted by the terms of this
Lease;

(e) If Lessee fails to pay Lessor any Rent, Additional Charges,
additional Rent or other charge when it becomes due and payable and fails to
make such payment within ten (10) days after notice thereof by Lessor to
Lessee;

(f) If Lessee fails to perform any of its non-monetary obligations
under this Lease and such non-performance continues for a period within which
performance is required to be made by specific provision of this Lease or, if
no such period is provided, for a period of thirty (30) days after notice
thereof by Lessor to Lessee; or, if such performance cannot be reasonably had
within such thirty day period, Lessee has not in good faith commenced such
performance within such thirty day period or has not diligently proceeded
therewith to completion;

(g) If the Lessee or any agent of Lessee falsifies any report
required to be furnished to Lessor pursuant to the terms of this Lease and
fails to notify Lessor of such falsification within sixty (60) days of
submission of such report.

In the event of a default under this Section 8.1, Lessor shall have such
remedies as are provided under this Lease and/or under applicable law.

Section 8.2 CURE BY LESSOR. After expiration of the applicable period of
notice, or without notice in the event of any emergency, Lessor at its option
may, but shall not be obligated to, make any payment required of Lessee or
perform any obligation of Lessee, and the amount Lessor pays, or the cost of
its performance, together with interest thereon at the rate of fifteen percent
(15%) per annum, shall be deemed to be an additional charge payable by Lessee
on demand. Lessor shall have the right to enter the Premises for the purpose
of correcting or remedying any default, but neither any expenditure nor any
such performance by Lessor shall be deemed to waive or release

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Lessee's default or the right of Lessor to take such action as may be otherwise
permissible in the case of default. The Lessor shall have no liability to the
Lessee for any loss or damages resulting from any such action by the Lessor,
and entry by the Lessor under the provisions of Article V or VIII shall not
constitute breach of the covenant for quiet enjoyment or an eviction.

Section 8.3 LESSOR'S REMEDIES. If Lessee is in default under this Lease,
Lessor may, at its option, in addition to such other remedies as may be
available under applicable law:

(a) terminate this Lease and Lessee's right of possession, and
retake possession for Lessor's account. In such event, Lessor may repair and
alter the Premises in any manner as Lessor deems reasonably necessary or
advisable. All expenses of every nature which Lessor may incur such as (by way
of illustration and not limitation) those for attorneys' fees, brokerage,
advertising, and refurbishing the Premises, shall become immediately due and
payable by Lessee to Lessor; or

(b) terminate Lessee's right of possession, but not this Lease,
retake possession of the Premises for the Lessee's account, repair and alter
the Premises in any manner as Lessor deems reasonably necessary or advisable,
and relet the Premises or any part of it, as the agent of Lessee, for the whole
or any part of the remainder of the Term or for a longer period, and Lessor may
grant concessions or free Rent or charge a higher rental than that reserved in
this Lease. Out of any Rent collected or received from subtenants or as a
result of such letting or reletting, Lessor shall first pay to itself all
expenses of every nature which Lessor may incur such as (by way of illustration
and not limitation) those for attorneys' fees, brokerage, advertising, and
refurbishing the Premises in good order or preparing them for reletting; and
second, Lessor shall pay to itself any balance remaining on account of the
liability of Lessee for the sum equal to all Rent, additional Rent and other
charges due from Lessee through the original term expiration date. Should
Lessor, pursuant to this Article, not collect Rent which, after deductions is
sufficient to fully pay to Lessor a sum equal to all Rent, additional Rent and
other charges payable through the original term expiration date, the balance or
deficiency shall, at the election of Lessor, be paid by Lessee on the first of
each month; or

(c) stand by and do nothing, and hold the Lessee liable for all
Rent, additional Rent and other charges payable under this Lease through the
original term expiration date.

If Lessor does not notify Lessee which remedy it is pursuing, or if Lessor's
notice to Lessee does not expressly state that Lessor is exercising its
remedies under Section 8.3(a) or Section 8.3(c), then it shall be deemed that
Lessor is pursuing the remedy set forth in Section 8.3(b). If Lessor exercises
option (a) or (b) above, Lessee agrees to immediately peacefully surrender the
Premises to Lessor, and if Lessee refuses to do so, Lessor may without further
notice dispossess Lessee by summary proceedings or otherwise, as well as the
legal representative(s) of Lessee and/or other occupant(s) of the Premises, and
remove their effects.

Section 8.4 ACCELERATION. If Lessor exercises the remedies in Section 8.3(b)
or (c) of this Lease, Lessee shall immediately pay to Lessor as damages for
loss of the bargain caused by Lessee's default, and not as a penalty, in
addition to any other damages, an aggregate sum which

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represents the present value of the full amount of the Rent, additional Rent
and all other charges payable by Lessee hereunder that would have accrued for
the balance of the Term. If Lessor exercises the remedy in Section 8.3(b) of
this Lease, Lessor shall account to Lessee at the original term expiration date
for amounts actually collected by Lessor as a result of a reletting, net of
amounts to be paid to Lessor under Section 8.3(b) of this Lease.

Section 8.5 SUITS. Suit or suits for the recovery of the deficiency or damage
or for any installment or installments of Rent, additional Rent or any other
charge due under this Lease may be brought by Lessor at any time or, at
Lessor's election, from time to time, and nothing in this Lease shall be deemed
to require Lessor to wait until the original term expiration date to bring
suit.

Section 8.6 WAIVER. Lessee hereby expressly waives service of any notice of
intention to reenter. Lessee hereby waives any and all rights to recover or to
regain possession of the Premises or to reinstate or to redeem this Lease as
permitted or provided by any statute, law or decision now or hereafter in force
and effect. No receipt of moneys by Lessor from Lessee after the cancellation
or termination of the Lease shall reinstate, continue or extend the Lease, or
affect any prior notice given to Lessee or operate as a waiver of the right of
Lessor to enforce the payment of Rent and additional Rent then due or
subsequently falling due, or operate as a waiver of the right of Lessor to
recover possession of the Premises by suit, action, proceeding or other remedy,
and any and all moneys so collected shall be deemed to be payments on account
of the use and occupancy of the Premises, or at the election of the Lessor, on
account of Lessee's liability under this Lease.

Section 8.7 PROOF OF CLAIM. Nothing in this Article VIII shall limit or
prejudice the right of lessor to prove and obtain as liquidated damages in any
bankruptcy, insolvency, receivership, reorganization or dissolution proceeding
an amount equal to the maximum allowed by any statute or rule of law governing
such proceeding, whether or not such amount is greater, equal to or less than
the amount of the damages referred to in any of the preceding Sections.

Section 8.8 INJUNCTION. In the event of a breach or a threatened breach by
Lessee of any of its Lease obligations, Lessor shall have the right to enjoin
and restrain the breach and to invoke any remedy allowed by law or in equity,
in addition to other remedies provided in this Lease.

Section 8.9 INDEPENDENT RIGHTS. The rights and remedies of Lessor are
distinct, separate and cumulative, and no one of them, whether or not exercised
by Lessor, shall be deemed to be to the exclusion of any of the others.

Section 8.10 NON-WAIVER. The failure of Lessor to insist upon strict
performance of any of Lessee's obligations under this Lease shall not be deemed
a waiver of any rights or remedies that Lessor may have and shall not be deemed
a waiver of any subsequent breach or default by Lessee. The exercise of any of
the Lessor's options under the Lease "shall not be deemed to be the exclusive
remedy of Lessor."

Section 8.11 WAIVER OF DISTRESS. Lessor waives all rights Lessor may have to
levy or distrain upon any personal property of Lessee by reason of any default
or event of default of Lessee. Lessor acknowledges that Lessor has no right or
interest in, or claim to, any personal property of

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Lessee by virtue of this Lease or the laws of the State of Florida and, to the
extent Lessor would otherwise have any right, interest or claim, Lessor waives
the same. Lessor agrees to execute and deliver any agreement requested by a
lender of Lessee having a lien on any personal property of Lessee provided it
does not reduce Landlord's rights or increase Landlord's obligations under this
Lease.

Section 8.12 FAILURE TO OPERATE. Notwithstanding anything in this Article VIII
to the contrary, in the sole event Lessee fails to continuously operate the
Premises in the manner provided in Section 5.1 and/or commits an event of
default pursuant to Section 8.1(c) and, provided, Lessee remains liable for all
Rent, Additional Charges, and any other obligation (monetary and non-monetary)
under this Lease during any period of time where Lessee ceases to conduct
business on the Premises, ; then Lessor's sole recourse, at Lessor's option,
shall be to terminate this Lease by written notice to Lessee on the date
designated in Lessor's notice (provided the Premises are not then being
operated by any party other than Lessor). This Lease shall cease and terminate
with the same force and effect as if such date were the date originally
specified in this Lease for the expiration of the Term (the "Termination
Date"). All Rent, Additional Rent and other sums due hereunder shall be
apportioned as of the Termination Date. The limitation on Lessor's remedies
under this Lease in the event of a Section 8.1(c) default is not applicable to
any other default hereunder.

IX.

NO RENT ABATEMENT

Unless specifically provided in this Lease, no abatement, diminution, or
reduction of Rent, additional Rent, Additional Charges or other compensation
shall be claimed by or allowed to Lessee, or any persons claiming under Lessee,
under any circumstances, whether for inconvenience, discomfort, interruption of
business, or otherwise.

CONDEMNATION

Section 10.1 ENTIRE AWARD. In the event that the Premises or any part of it
is taken in condemnation proceedings or by exercise of any right of eminent
domain (or by settlement agreement in lieu thereof between Lessor and those
authorized to exercise such right), Lessor shall be entitled to collect the
entire amount of any award made without deduction for any estate vested in or
owned by Lessee, subject only to the rights of any mortgagee and to Lessee's
rights as set forth in this Lease. Lessee agrees to execute any and all
documents that may be required to facilitate collection by Lessor of any and
all such awards. Lessee shall have no right to participate in any condemnation
proceedings or agreement except for the purposes described in Section 10.5.

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Section 10.2 SUBSTANTIAL TAKING. If at any time during the Lease term, the
whole or substantially all of the Premises is taken or condemned, this Lease
shall terminate and expire on the date on which title vests in the condemning
authority, upon which the Rent provided to be paid by Lessee shall be
apportioned and paid to that date, and Lessee shall have no claim against
Lessor for the unexpired term of this Lease or for damage or for any other
reason whatsoever. For the purposes of this Section, "substantially all of the
Premises" shall be deemed to have been taken if, in the sole opinion of Lessor,
the portion of the Premises not taken cannot be repaired or reconstructed in
such a way that, by using only the amount of the net award available from the
taking, there remains a complete, rentable structure capable of producing a
proportionately fair and reasonable net annual income after payment of all
operating expenses, Rent, additional Rent and all other charges payable by
Lessee, and after performance by the Lessee of all its obligations under this
Lease.

Section 10.3 PARTIAL TAKING. In the event of a partial taking (any taking
which is not "substantial"), Lessee, at Lessee's option, may terminate this
Lease as of the date on which title vests in the condemning authority, upon
notice to Lessor, upon which the Rent provided to be paid by Lessee shall be
apportioned and paid to that date, and Lessee shall have no claim against
Lessor for the unexpired term of this Lease or for damage or for any other
reason whatsoever relating to the condemnation. In the event this Lease is not
so terminated, the entire amount of the award made available to Lessor pursuant
to Section 10.1 on account of any such partial taking, less the actual cost,
fees and expenses, if any, incurred by Lessor in connection with adjustment of
the award, shall be applied by Lessor to pay the cost of Restoration. Lessor
shall then proceed to diligently restore the remainder of the Building on the
Land (if affected by the taking), provided the net award is sufficient to
complete Restoration. Lessee agrees to cooperate fully with Lessor in Lessor's
attempt to obtain all necessary permits and licenses ("Permits") and secure
zoning, special use permits or variances ("Authorizations") so that the
Premises may be restored. Lessee grants Lessor permission to make application
for Authorizations and Permits in the name of Lessee, if necessary. Lessee
shall execute any necessary documents in connection with Lessor's application
for Authorizations and Permits.

Notwithstanding anything in this Section 10.3 to the contrary, Lessor shall in
no event be called upon to repair, replace or rebuild any buildings, fixtures,
or other portions of the Premises, nor to pay any of the costs and expenses
thereof beyond or in excess of net award available to Lessor from the taking.
If the net award is insufficient to cover the cost of Restoration, then the
award shall be applied and paid to Lessor pursuant to Section 10.1.

If this Lease does not terminate as provided in Sections 10.2 and 10.3, and the
taking results in the loss of parking spaces, driveways or accesses which are
not or cannot be relocated or replaced elsewhere on the Premises, the Rent
after the date of taking shall be the lesser of (a) the Rent payable by Lessee
immediately prior to the taking, reduced by 12.5% of any portion of the award
or awards recovered by Lessor which are not applied to the reduction of any
mortgage to which this Lease is subject and subordinate or are not otherwise
applied to Lessee's cost of demolition, repair and Restoration or (b) the
guaranteed minimum annual Rent payable by Lessee immediately prior to the
taking reduced in direct proportion to the area of the Premises taken.

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For example: if prior to the taking the area of the Premises is 30,000 square
feet and the Rent is $100,000.00, upon the taking of 750 square feet, Rent will
be reduced by three (3%) percent, resulting in a new Rent of $97,000.00. In
consideration such reduction of Rent, Lessee waives any claim for damage to or
loss of its leasehold estate, all of such award being payable to Lessor and
Lessor shall have no obligation to perform Restoration.

Section 10.4 EASEMENTS. If the taking is (i) of any existing appurtenant
easement, or (ii) by easement rather than by fee, then the Lessee shall not be
entitled to any reduction in guaranteed annual minimum rental unless such
taking results in (i) receipt of an award by Lessor and (ii) the deprivation of
use of the easement area by Lessee for parking, driveways or access. In such
case, Lessee's guaranteed annual minimum rental shall be reduced in accordance
with the calculation for a taking of the fee set forth in Section 10.3 above.

Section 10.5 LESSEE'S INDEPENDENT AWARD. Nothing in this Article shall
preclude Lessee from pursuing any independent action permitted by law or from
participating in the condemnation proceedings, but only for the purpose of
securing an independent award for loss of business or damage to personalty.

XI.

SUBORDINATION

This Lease shall be fully subordinate to any mortgage and/or collateral
assignment of lease against the Premises which Lessor and/or their assigns
subsequently obtain upon the Premises, provided Lessee receives an agreement
from the mortgagee not to disturb Lessee's possession or rights under this
Lease in form reasonably satisfactory to Lessee. Lessor represents that there
is no mortgage presently affecting the Premises.

Lessee hereby agrees to execute, without charging Lessor, any and all documents
that it is requested to execute to evidence this subordination. However,
Lessee shall not be required to execute any promissory notes or other evidences
of indebtedness which would create any personal liability on behalf of Lessee.

XII.

ASSIGNMENT

Section 12.1 BY LESSOR. This Lease shall be fully assignable by the Lessor or
its assigns.

Section 12.2 BY LESSEE. Neither Lessee, nor Lessee's successors or assigns,
shall (unless expressly permitted in this Lease) assign, mortgage, give as
security, pledge or encumber this Lease, in whole or in part, by operation of
law or otherwise, or sublet the Premises, in whole or in part, or permit the
Premises or any portion of it to be used or occupied by others, or enter into a
management contract or other arrangement whereby the Premises shall be managed
and operated

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by anyone other than the owner of Lessee's leasehold estate without Lessor's
prior written consent, which consent shall not be unreasonably withheld. If
this Lease is assigned or transferred, or if all or any part of the Premises is
sublet or occupied by anybody other than Lessee, Lessor may collect Rent from
the assignee, transferee, subtenant or occupant, and apply the net amount
collected to the Rent reserved in this Lease, but no such assignment,
subletting, occupancy or collection shall be deemed a waiver of any covenant or
condition of this Lease, or the acceptance of the assignee, transferee,
subtenant or occupant as lessee, or a release of Lessee from the performance or
further performance by Lessee of its obligations under this Lease, and Lessee
shall continue to be liable for all its obligations under this Lease.

Lessee may, without Lessor's consent, assign or sublet the Premises to any
corporation which is a parent or wholly-owned subsidiary of Lessee or to a
corporation where the principals or shareholders of Lessee own 51% or more of
the outstanding voting stock, or to any corporation which succeeds to the
business of Lessee by reason of merger, consolidation or purchase of
substantially all of the assets of Lessee provided that the net worth of the
successor or surviving corporation is no less than the net worth of Lessee as
of the date of execution of this Lease. Notwithstanding any of the foregoing
to the contrary in the event of an assignment as described above, Lessee shall
not be relieved from the performance or further performance of Lessee's
obligations under this Lease, and Lessee shall continue to be liable for all of
its obligations under this Lease including, without limitation, the payment of
Rent, Additional Charges, and insurance premiums due pursuant to this Lease.

Section 12.3 ASSUMPTION BY ASSIGNEE. An assignment made with Lessor's consent
or as otherwise permitted shall not be effective until Lessee delivers to
Lessor an executed counterpart of such assignment containing an agreement, in
recordable form, executed by the assignor and the proposed assignee, in which
the assignee assumes the performance of the obligations of the assignor under
this Lease to the original term expiration date.

XIII.

ESTOPPEL CERTIFICATE

Lessor and Lessee shall from time to time, within five (5) days after being
requested to do so by the Lessor or Lessee ("Requesting Party"), execute,
enseal, acknowledge and deliver to the Requesting Party (or, at the Requesting
Party's request, to any existing or prospective purchaser, transferee, assignee
or mortgagee of any or all of the Premises, any interest therein or any rights
under this Lease) an instrument in recordable form:

(i) certifying (a) that the Lease is unmodified and in full force
and effect (or, if there has been any modification thereof,
that it is in full force and effect as so modified, stating
therein the nature of such modification); (b) as to the dates
to which the guaranteed minimum annual rental and Additional
Charges arising hereunder have been paid; (c) as to the
amount of any prepaid Rent or any credit due to Lessee
hereunder; (d) that the Lessee has accepted possession of the
Premises, and the date on which the Term commenced; (e) as to
whether, to the best knowledge,

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information and belief of the signer of such Certificate, the
Lessor or the Lessee is then in default in performing any of
its obligations under the Lease (and, if so, specifying the
nature of each such default); and (f) as to any other fact or
condition reasonably requested by the Requesting Party or such
other addressee; and

(ii) acknowledging and agreeing that any statement contained in
such Certificate may be relied upon by the Requesting Party
and any such other addressee.

XIV.

HAZARDOUS SUBSTANCES

Section 14.1 DEFINITIONS. For purposes of this Article:

(a) "Hazardous Substances" means hazardous wastes, hazardous
materials, hazardous constituents, toxic substances or related materials,
whether solids, liquids or gases, including but not limited to oil or petroleum
products or their derivatives, solvents, PCB's, explosive substances, asbestos,
radioactive materials or waste, and any other toxic, ignitable, reactive,
corrosive, contaminating or pollution materials which are now or in the future
subject to any governmental regulation.

(b) "Hazardous Substance Laws" means all federal, state and local
laws, ordinances, regulations, plans, rules and standards relating to the use,
analysis, production, storage, sale, disposal or transportation of any
Hazardous Substances.

(c) "UST Claims" means any and all liabilities, damages, claims,
penalties, fines, settlements, causes of action, costs or expenses, resulting
from or attributable to the disposal or release of any Hazardous Substance
located within the UST.

Section 14.2 UNDERGROUND STORAGE TANK. Lessee acknowledges and understands
that there exists on the Premises an underground storage tank containing No. 2
Diesel Fuel (the "UST"). Prior to the removal and disposal of the UST as
provided below, Lessor has agreed to maintain and monitor the UST at Lessor's
sole cost and expense.

Section 14.3 LESSEE'S UST OBLIGATIONS. Lessee, at Lessee's sole expense, has
agreed to lawfully remove and dispose of the UST, restore the soil, ground and
vegetation to its original condition as of the date of this Lease, and install
a new tank similar in size and capacity to the existing UST in accordance with
all Hazardous Substance Laws and local building requirements ("Lessee's UST
Obligations"). Lessee shall obtain all permits and approvals from and provide
all required notifications and disclosures to any governmental authority that
may have jurisdiction necessary to conduct Lessee's UST Obligation and shall
diligently and timely carry out all necessary and desirable negotiations and
discussions with any such governmental authority All costs and expenses
associated with Lessee's UST Obligations shall be paid by Lessee including,

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without limitation, the charges of Lessee's contractor(s) and consulting
engineer. Notwithstanding any of the foregoing, Lessee shall have no
obligation (other than Lessee's UST Obligations) to perform any cleanup,
restoration or other remedial work required under any Hazardous Substance Law
as a result of a discharge of Hazardous Substances from the UST. By way of
illustration, in the event the soil or groundwater is contaminated by Hazardous
Substances discharged from the UST, Lessee's UST Obligations would extend only
to: (i) the removal and disposal of the UST; (ii) restoration of the soil,
ground and vegetation, excluding any soil, ground, or vegetation containing
Hazardous Substances discharged from the UST and requiring removal and disposal
under the Hazardous Substances Laws (which shall be the obligation of Lessor);
and, (iii) installation of a new tank similar in size and capacity to the
existing UST. To the extent that any of the provisions in Article XIV conflict
with this Section 14.3, the terms and conditions of this Section 14.3 shall
control.

Section 14.4 UST REMEDIATION. Lessor shall promptly and diligently conduct
and complete any containment, cleanup, restoration or other remedial work
required under the Hazardous Substance Laws as a result of a discharge of
Hazardous Substances from the UST (the "UST Remedial Work"). Lessor shall
obtain all permits and approvals from and provide all required notifications
and disclosures to any governmental authority that may have jurisdiction
necessary=to conduct the UST Remedial Work and shall diligently and timely
carry out all necessary and desirable negotiations and discussions with any
such governmental authority. All costs and expenses of the UST Remedial Work
shall be paid by Lessor including, without limitation, the charges of Lessor's
contractor(s) and consulting engineer, but excluding the costs and expenses
associated with Lessee's UST Obligations.

Section 14.5 REMOVAL DATE. Lessee shall perform Lessee's UST Obligations
upon the earlier to occur of (i) Lessee's exercise of the Option; (ii) either
party's receipt of a notice of violation, administrative or judicial complaint,
directive or other formal or informal notice by any governmental authority
(federal, state or local) requiring the removal and disposal of the UST; or
(iii) December 31, 1998.

Section 14.6 CONSIDERATION. In consideration for the faithful performance
of Lessee's UST Obligations, Lessor shall grant Lessee three (3) months free
Rent as set forth herein. The Rent concession shall commence on the first
calendar month following the date on which Lessee commences the performance of
Lessee's UST Obligations and shall continue through the following calendar
month. The final month of free Rent shall take effect on the first calendar
month following the date on which Lessee completes in full Lessee's UST
Obligations, and Lessor receives a copy of the certificate of completion or
offer similar document evidencing the local governmental authority's approval
of Lessee's UST Obligations. Notwithstanding anything in this Section 14.6 to
the contrary, Lessee shall remain liable for any Additional Charges or other
sums due hereunder with the exception of Rent, and Lessee shall be obligated to
perform all other obligations contained in this Lease.

Section 14.7 INDEMNIFICATION OF LESSEE. Throughout the Term of this Lease,
Lessor shall indemnify and hold Lessee harmless from any and all UST Claims.
Notwithstanding the

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foregoing, Lessor shall not be obligated to indemnify and hold Lessee harmless
from any UST Claim which arises or is attributable to the negligence of either
Lessee, its environmental consultants, contractors, agents, representatives or
employees in the manner of conduct of their business, use of the UST and/or
performance of Lessee's UST Obligations. The indemnification obligations under
this Section 14.7 shall not survive the expiration or earlier termination of
this Lease or the closing contemplated under the Option.

14.8 ACCESS AND COOPERATION. Notwithstanding any other provision of this Lease
to the contrary, Lessor shall have the right to enter and inspect the Premises,
including but not limited to all structures thereon, the UST or any replacement
thereof, the business operations of Lessee,, upon reasonable notice and in a
manner so as not to adversely interfere with the conduct of Lessee's business,
to investigate the environmental condition of the Premises and to ensure the
performance of Lessee's UST Obligations. Lessor shall have the right to take
such samples and conduct such tests as it may determine in its sole discretion
to be necessary or advisable. Lessee shall have the right to split samples of
any samples so taken. Lessee agrees to monitor and investigate the condition
of the UST and replacement thereof consistent with protecting its interest in
the Premises and in accordance with the provisions of this Article XIV. Lessor
and Lessee agree to reasonably cooperate with each other with respect to any
issues that arise in connection with the UST or the presence of any Hazardous
Substances.

Section 14.9 COMPLIANCE WITH LAWS. Lessee shall at all times, at its own cost
and expense, comply with all Hazardous Substances Laws with the exception to
the UST Remediation Work. With the exception of the UST, such compliance shall
include any cleanup, removal, remedial action, testing or monitoring (including
medical monitoring) which may be required under Hazardous Substances Laws,
Court order or by any governmental or regulatory agency.

Section 14.10 NOTICES TO LESSOR.

(a) Except with respect to any substance described in Section
14.10(c) below Lessee shall give written notice to Lessor within three (3)
business days after the date on which Lessee learns or first has reason to
believe that:
(1) There has or will come to be located on or about the
Premises any Hazardous Substances, the production,
transportation, storage, use or handling of which
requires a permit or license from any federal, state
or local governmental agency.

(2) Any release, discharge or emission of any Hazardous
Substances has occurred on or about the Premises,
including the migration of any Hazardous Substances
to or from adjoining or nearby properties.

(3) Any (i) enforcement, cleanup, removal, remediation,
testing, monitoring or other governmental or
regulatory action has been threatened or commenced
against Lessee with respect to the Premises pursuant
to any Hazardous Substances Laws; or (ii) any claim
has been made or

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threatened by any person or entity against Lessee or
the Premises on account of any alleged loss or injury
claimed to result from the alleged presence or
release on or from the Premises of any Hazardous
Substances; or (iii) any report, notice, or complaint
has been made to or filed with any governmental
agency concerning the presence, migration, use or
disposal of any Hazardous Substances on or from the
Premises. Any such notice shall be accompanied by
copies of any such claim, report, complaint, notice,
warning or other communication that is in the
possession of or is reasonably available to the
Lessee.

(b) Any notice required under this Section 14.10 shall be
accompanied by (i) a copy of all permits, licenses, proofs of disclosure to
governmental agencies pertaining to Hazardous Substances that have not
previously been furnished to Lessor and (ii) copies of any Material Safety
Data Sheets pertaining to such substances that are required by applicable law
to be kept at the Premises.

(c) The notice provisions of this Article XIV shall not apply to
materials that are lawfully discharged from the Premises or lawfully used on
the Premises in the ordinary course of Lessee's business.

Section 14.11 REMOVAL AND DISPOSAL. Except for materials that, in compliance
with all Hazardous Substances Laws, are lawfully discharged from the Premises
or lawfully used on the Premises in the ordinary course of Lessee's business or
existed on the Premises prior to the Commencement Date, Lessee shall cause any
Hazardous Substances to be removed from the Premises solely by duly licensed
Hazardous Substances transporters to duly licensed facilities for final
disposal to the extent required by and in accordance with applicable Hazardous
Substances Laws, and shall deliver to Lessor copies of any hazardous waste
manifest reflecting the lawful transport and disposal of such substances.

Section 14.12 ENVIRONMENTAL AUDITS BY LESSOR.

(a) Rights of Lessor. Lessor may, but shall not be required to,
engage such independent contractors as Lessor determines to be appropriate to
perform from time to time any audit, including environmental sampling and
testing, of (i) the Premises, the surrounding soil and any adjacent areas, and
any groundwater located under or adjacent to the Premises and/or any adjoining
property, (ii) Lessee's compliance with all Hazardous Substances Laws and the
provisions of this Lease, and (iii) the provisions made by Lessee for carrying
out any remedial action that may be required by this Lease (collectively an
"Environmental Audit"). All costs and expenses incurred by Lessor in
connection with any such Environmental Audit shall be paid by Lessor, except
that if any such Environmental Audit shows that Lessee has failed to comply
with the provisions of this Article XIV, then such costs and expenses shall be
paid by Lessee to Lessor as Additional Charges pursuant to Section 3.4 of this
Lease.

(b) Conduct of Audit. Each Environmental Audit shall be conducted
(i) only after advance notice thereof has been provided to Lessee at least
forty-eight (48) hours prior to the

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<PAGE> 29

date of such Environmental Audit, and (ii) in a manner reasonably designed to
minimize any interference with the conduct of Lessee's business on the
Premises. Lessor shall repair any damages to the Premises or to Lessee's
personal property caused by any Environmental Audit conducted by or on behalf
of Lessor.

(c) Submission to Governmental Agency. Notwithstanding any other
provision of this Lease to the contrary, to the extent required by law, Lessor
shall be entitled to submit the results of any Environmental Audit to any
federal, state or local governmental agency having jurisdiction over (a) the
Premises or (b) Hazardous Substances with respect to the Premises.

Section 14.13 REMEDIATION.

(a) By Lessee. If any Environmental Audit of the Premises
(whether conducted by Lessor, Lessee or any third party) shall recommend the
cleanup, abatement, removal, disposal, monitoring or further testing, including
medical monitoring or testing (collectively "Remediation") of or for any
Hazardous Substances found on or about the Premises, then Lessor shall provide
Lessee with a copy of such Environmental Audit and Lessee shall promptly
commence such Remediation.

(b) By Lessor. If, within thirty (30) days after receiving a copy
of such Environmental Audit and such written statement, Lessee fails either (i)
to complete such Remediation, or (ii) with respect to any Remediation which
cannot be completed within such thirty-day period, fails to proceed with
reasonable diligence to complete such Remediation as promptly as practicable,
then the Lessor shall be entitled to provide a copy of the Environmental Audit
to any federal, state, or local governmental agency having jurisdiction over
the Premises or Hazardous Substances.

Notwithstanding any other provision of the Lease to the contrary, if any
Environmental Audit reveals a situation which, in Lessor's sole opinion,
constitutes an emergency, then Lessor shall have the right, but not the
obligation, to carry out any Remediation recommended by such audit or if
required by any federal, state or local governmental agency having jurisdiction
over the Premises. If Lessee is responsible for conducting such Remediation,
Lessor shall have the right to recover all of the costs and expenses thereof
from Lessee as Additional Charges pursuant to Section 3.4 of this Lease.

(c) Actions and Proceedings. Except in emergencies or as
otherwise required by law, Lessee shall not perform any Remediation in response
to the presence or release of any Hazardous Substances on or about the Premises
without first giving written notice to Lessor. Lessee shall not enter into any
settlement agreement, consent decree or other compromise with respect to any
claims relating to any Hazardous Substances in any way connected with the
Premises without first notifying Lessor of Lessee's intention to do so and
affording Lessor the opportunity to participate in any such proceedings.

Section 14.14 REMEDIATION BY THIRD PARTIES.

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(a) If Lessee receives a request from a third party to enter the
Premises for the purposes of Remediation of Hazardous Substances, then Lessee
shall so notify Lessor in accordance with the provisions of Section 14.9 above.

(b) Lessor, in its sole discretion, shall determine if the request
should be honored and, if so, under what conditions.

(c) If Lessor determines that the request should be honored, then
Lessee shall cooperate with such Remediation so long as the third party agrees
to comply with the provisions of Section 14.12(b) above and with any other
reasonable conditions requested by Lessee.

(d) Lessee agrees to sign any documentation reasonably required by
Lessor and/or any such third party in order to effectuate the provisions of
this Section 14.14.

Section 14.15 LEASE EXPIRATION. Upon the expiration or earlier termination of
the Term of this Lease, Lessee shall (i) cause all Hazardous Substances
previously owned, stored or used by Lessee to be removed from the Premises and
disposed of in accordance with applicable Hazardous Substances Laws; (ii)
remove any aboveground or underground storage tanks or other containers
installed or used by Lessee to store any Hazardous Substances on the Premises,
and repair any damage to the Premises caused by such removal; (iii) cause any
soil or other portion of the Premises which has become contaminated by any
Hazardous Substances stored or used by Lessee on the Premises to be
decontaminated, detoxified or otherwise remediated in accordance with the
requirements of any governmental authorities having jurisdiction over the
Premises; and (iv) surrender possession of the Premises to Lessor free of
contamination attributable to Hazardous Substances generated or used by Lessee
in or on the Premises during the Term of this Lease. The provisions of this
Section 14.15 shall not apply to the existing UST described in Section 14.2.

XV.

MISCELLANEOUS

Section 15.1 ARBITRATION. In the event of arbitration under Section 10.3 of
this Lease, the arbitration shall be held in the City of Miami, Florida, in
accordance with the rules of the American Arbitration Association requiring the
appointment of three (3) arbitrators.

Section 15.2 NOTICES. Every notice, approval, consent or other communication
authorized or required by this Lease shall be effective if given in writing and
if hand delivered or sent by United States Registered or Certified Mail, Return
Receipt Requested, with postage prepaid, and addressed directly to Lessor at
its offices at P. O. Box 020783, General Mail Facility, Miami, Florida
33102-0783, and to Lessee at the address indicated above, or at such other
address as either party shall from time to time designate in writing. Every
notice shall be deemed to be effective upon delivery, if delivered, or on the
second business day after mailing, if mailed.

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Section 15.3 ADDRESS FOR PAYMENTS. All payments to the Lessor shall be made at
the following address unless otherwise notified in writing by Lessor: Burger
King Corporation, P. O. Box 025259, Miami, Florida 33102-5259.

Section 15.4 CONSTRUCTION. In the event that any of the provisions of this
Lease shall by court order be held invalid or in contravention of any of the
laws of the United States or of any state having jurisdiction over the subject
matter or of any dispute arising under it, such invalidation shall not serve to
affect the remaining portion of this Lease. To the extent permitted by the
laws of the state where the Premises are located, this Lease shall be governed
by and construed in accordance with the laws of the State of Florida.

Section 15.5 SUCCESSORS. This contract shall bind Lessor and Lessee and their
successors, heirs, assigns, administrators, and legal representatives, as the
case may be.

Section 15.6 RECORDING. Lessor or Lessee shall upon request of either party
execute a short form of this Lease on a written document witnessed and
acknowledged in a form capable of being recorded in the public records of the
county where the Premises are located; provided, however, that a fully executed
Termination of Memorandum of Lease is executed by both parties and held in
escrow by Lessor until expiration or earlier termination of this Lease, at
which time Lessor may record the Termination Agreement in the Public Records.
Lessee shall not record this Lease without prior written consent of Lessor.

Section 15.7 COUNTERPARTS. This agreement is being executed simultaneously in
counterparts, any one of which shall be deemed an original.

Section 15.8 NO AGENCY. The parties hereto agree that the business relationship
created by this Lease is solely that of Lessor and Lessee. Nothing contained
in this Lease shall make Lessee an agent, legal representative, partner,
subsidiary, joint venturer or employee of Lessor. Lessee shall have no right
or power to, and shall not bind or obligate Lessor in any way, manner or thing
whatsoever, nor represent that it has any right to do so.

Section 15.9 TIME OF THE ESSENCE. Time shall be of the essence in every part
of this Lease.

Section 15.10 BINDING EFFECT. This agreement shall become immediately binding
on the parties to this Lease on the date the last party signs it,
notwithstanding that the Term of this Lease shall commence upon a future date.

Section 15.11 HEADINGS. The table of contents preceding this Lease and the
headings of the paragraphs and subparagraphs are inserted solely for the
convenience of reference and shall not constitute a part of this Lease, nor
limit, define or describe the scope or intent of this Lease.

Section 15.12 JOINT AND SEVERAL LIABILITY. If Lessee consists of more than one
person, each individual's liability under this Lease shall be joint and
several.

Section 15.13 DEFINITIONS.

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(a) The term "Lessor" as used in this Lease shall mean the owner
in fee of the Premises for the time being, or the owner of the leasehold estate
created by an underlying lease, or the mortgagee of the fee or of such
underlying lease in possession for the time being, so that in the event of any
sale or sales of the Premises, or of the making of any such underlying lease,
or of any transfer or assignment or other conveyance of such underlying lease
and the leasehold estate created by it, the seller, lessor, transferor or
assignor shall be and is hereby entirely freed and relieved of all agreements,
covenants and obligations of Lessor herein and it shall be deemed and construed
without further agreement between the parties or their successors in interest
or between the parties and the purchaser, lessee, transferee or assignee on any
such sale, leasing, transfer or assignment that such purchaser, lessee,
transferee or assignee has assumed and agreed to carry out any and all
agreements, covenants and obligations of Lessor under this Lease.

(b) The term "Lessee" shall mean the lessee named in this Lease,
and from and after any valid assignment or sublease of Lessee's interest in
this Lease pursuant to its provisions, the assignee or sublessee of this Lease.

(c) The term "mortgage" shall mean any mortgage, security
interest, charge, deed of trust, or other similar encumbrance resulting from
the financing or refinancing of the Premises.

(d) The term "mortgagee" shall include any individual, firm,
partnership, corporation, joint venture, investment trust bank or institution,
or other business group or association lending funds to Lessor upon the
security of the Premises demised by this Lease whether or not such mortgage is
recorded, or upon Lessor's independent covenant not to otherwise encumber this
Lease or the Premises.

(e) The term "fixture(s)" as used in this Lease means such items
of personalty which have been (i) installed by Lessor and/or (ii) so affixed to
the Premises that removal would cause, in Lessor's sole opinion, material
damage to the Premises. By way of example, and not limitation, fixtures
include the following: heating, ventilating and air conditioning systems, water
heaters or softeners, core-drilled tables and seating, walk-in boxes, walk-in
freezers, and toilet fixtures consisting of the lavatories and water closets.

Section 15.14 BROKERAGE. The parties acknowledge that, except for Cushman &
Wakefield of Florida, Inc. ("C&W") in cooperation with Nu-World Realty, Inc.
("Nu-World", whose principals are affiliated with Lessee), neither party has
dealt with any broker or finder in bringing about this Lease, and each party
shall pay, and shall indemnify, defend and hold harmless, the other from and
against, any claims made by any other broker or other person for a brokerage
commission, finder's fee, or similar compensation, by reason of or in
connection with this Lease by reason of such party's contact with any broker or
finder. Lessor shall pay the entire commission due on this transaction to C&W
in accordance with the terms and conditions of a separate agreement. Nu-World
shall look solely to C&W for its commission and shall have no recourse against
Lessor. Lessee shall indemnify and hold Lessor harmless for any claim made by
Nu-World against Lessor for a commission or similar compensation in respect of
this Lease if Lessor shall

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have paid in full the amount due to C&W under the said agreement. The parties
acknowledge that pursuant to Chapter 745 of Florida Statutes, C&W provided
proper disclosure.

Section 15.15 RADON. As required by Florida Statutes, Section 404.056(8), the
following notice is given to Lessee:

Radon is a naturally occurring radioactive gas, that, when it has
accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon
that exceed federal and state guidelines have been found in buildings
in Florida. Additional information regarding radon and radon testing
may be obtained from your County Public Health Unit.

XVI

OPTION

Section 16.1 GRANT OF OPTION. In consideration of the sum of One Hundred
Dollars ($100.00) paid by the Lessee to the Lessor, the receipt and sufficiency
of which is hereby acknowledged by Lessor, Lessor hereby grants to Lessee, its
successors and assigns, the option and right to purchase the Premises.

Section 16.2 PURCHASE PRICE. The purchase price for the Premises is ONE
MILLION SIX HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,650,000.00)
("Purchase Price") if exercised during the Term of this Lease. The
consideration paid by Lessee for this Option and any extensions shall be
applied to the Purchase Price at closing.

Section 16.3 TERM. The term of this Option shall commence on the date hereof
and expire at 11:59 P.M. January 31, 1999 ("Term").

Section 16.4 OPTION EXTENSION. The Option shall be automatically extended,
unless Lessee gives Lessor notice prior to the expiration of the Term that
Lessee does not intend to extend the Option. The extension shall commence
February 1, 1999 and expire on January 31, 2014, at 11:59 p.m. The purchase
price for the Premises is ONE MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS
($1,700,000.00) ("Purchase Price") if exercised during the Option period. The
consideration paid by Lessee for this Option and any Extensions shall be
applied to the Purchase Price at closing.

Section 16.5 EXERCISE OF OPTION. This Option may be exercised at any time
during the Term or any Extension by written notice to Lessor in accordance with
Section 13.

Section 16.6 INSPECTIONS. During the Term and any extension, Lessee shall have
the right to enter the Premises for purposes of inspecting, testing and
surveying ("Inspections"). The Inspections may include a Phase I environmental
audit to determine the nature and extent of any Hazardous Substances which may
be present at or near the Premises. However, Lessee shall not drill any holes
in the soil or the Building without Lessor's prior written consent, which
consent may be

Next page is 34.

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withheld in Lessor's sole discretion. Lessee shall indemnify and hold Lessor
harmless from and against any and all liability arising out of any negligence
in the performance of the Inspections on the Premises.

Section 16.7 ZONING AND PERMITS. Lessee shall commence and prosecute any
proceeding, suit or action to obtain any Permits and/or Authorizations.

Section 16.8 CLOSING. If Lessee exercises this Option, Lessee shall
immediately execute a Contract for Sale of Real Estate in the form attached
hereto as Exhibit "B" (the "Contract"). The Lessee shall remain liable for all
of its obligations under this Lease until closing, including the payment of
Rent Additional Charges and any others sum due hereunder. All post-termination
covenants under this Lease shall survive the closing. The closing shall be
held as follows:

(a) TIME. Closing shall take place within thirty (30) business
days after Lessee's exercise of this Option.

(b) PLACE. Closing shall be held at the office of Lessor or
Lessee's attorneys.

(i) DEED. A Special Warranty Deed ("Deed"), conveying
title to the Premises.

(ii) AFFIDAVITS. Affidavit(s) stating that (1) there are
no unrecorded leases affecting the Premises, (2)
there are no mechanic's liens against the Premises,
(3) Lessor is not a foreign person or entity, and (5)
such other matters as may be required by the title
company to delete exceptions to title.

(iii) OTHER DOCUMENTS. Other documents required by the
Contract for Sale of Real Estate.

(d) PAYMENT. The Purchase Price, subject to any necessary
reimbursements and/or adjustments, shall be paid at closing.

(e) REAL ESTATE TAXES. All taxes (real and personal) and
assessments shall be paid by Lessee.

(f) TRANSFER TAXES. Any transfer tax, including tax(es) on the
Deed, shall be paid by Lessor at closing. Lessor and Lessee shall each pay
fifty percent (50%) of the surtax due upon recording of the Deed.

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(g) RECORDING FEES. Recording of the Deed will be at Lessee's
expense. Recording of any documents needed to clear title shall be at Lessor's
expense.

(h) TITLE INSURANCE. Lessee shall pay for all costs associated
with the issuance of a title insurance policy other than curative documents
required from Lessor.

(i) ESCROW FEES. Any escrow and/or closing fees charged by the
title insurance company shall be paid by Lessee.

(j) DEFAULT. In the event the Contract is terminated, canceled,
or the closing does not occur as a result of a default by one of the parties,
the parties hereby agree that this Lease and all of the parties' obligations
hereunder, shall remain in full force and effect, except in the event of a
default by Lessee under the terms of the Contract, in which event the Lease
shall remain in full force and effect but for Lessee's right to exercise the
Option during the Extension(s) which shall be terminated.

Section 16.9 NO FURTHER ENCUMBRANCES. Lessor agrees neither to sell nor
encumber the Premises during the Term and any extension and agrees to deliver
title in the condition existing at the commencement of the Term of this Lease,
excepting all real estate taxes for subsequent years.

Section 16.10 NOTICES. Notices to Lessor shall be sent by either certified
mail, courier, telegram or telecopy to the address indicated on the first page
of this Lease.

Section 16.11 MISCELLANEOUS. No term or condition of this Option will be
deemed to have been waived or amended unless expressed in writing. This Option
shall be binding upon and inure to the benefit of the parties, their successors
or assigns.

XVII.

SECURITY DEPOSIT

Upon execution of this Lease by Lessee, Lessee shall deliver the sum of
THIRTEEN THOUSAND EIGHTY-EIGHT AND NO/100 DOLLARS ($13,088.00) as a security
deposit to be held by Lessor. Said sum shall be held by Lessor as security for
the faithful performance by Lessee of all the terms, covenants and conditions
of this Lease to be kept and performed by Lessee and not as an advance rental
deposit or as a measure of Lessor's damage in case of Lessee's default. If
Lessee defaults with respect to any provision of this Lease, Lessor may use any
part of the Security Deposit for the payment of any Rent or Additional Charge
any other sum in default, or for the payment of any amount which Lessor may
spend or become obligated to spend by reason of Lessee's default, or to
compensate Lessor for any other loss or damage which Lessor may suffer by
reason of Lessee's default, or for payment of an earnest money deposit under
the Contract in the event Lessee exercises the Option. If the Security Deposit
or any portion thereof is so used, Lessee shall within five (5) days after
written demand therefor, deposit with Lessor an amount sufficient to restore
the Security Deposit to its original amount and

35
<PAGE> 36

Lessee's failure to do so shall be a material breach of this Lease. Except to
such extent, if any, as shall be required by law, Lessor shall not be required
to keep the Security Deposit separate from its general funds, and Lessee shall
not be entitled to interest on such deposit. Lessor agrees that the amount of
the Security Deposit to be returned to Lessee shall include the sum of FIVE
HUNDRED TWENTY-THREE AND 51/100 DOLLARS ($523.52) for each lease year. The
foregoing sum shall be prorated in the event Lessee exercises the Option prior
to the completion of a lease year. If Lessee shall fully and faithfully
perform every provision of this Lease to be performed by it, the Security
Deposit or any balance thereof shall be returned to Lessee within fifteen (15)
days after termination of this Lease provided all of Lessee's material
obligations under this Lease have been fulfilled.

The Lessor and Lessee have respectively signed this Lease as of the date
indicated on the first page of this Lease.

Witnesses for Lessor: BURGER KING CORPORATION

/s/ Pamela Bernal By: /s/ Debra G. Reece
- ---------------------------------- ---------------------------------
Print Name: /s/ Pamela Bernal Print Name: Debra G. Reece
----------------------- -------------------------
Vice President

/s/ Lisa Wilson Attest: /s/ Tony Moralejo
- ---------------------------------- ------------------------------
Print Name: /s/ Lisa Wilson Print Name: Tony Moralejo
----------------------- -------------------------
Assistant Secretary

LESSOR
(Corporate Seal)

Witnesses for Lessee: PRECISION RESPONSE
CORPORATION

By:/s/ Thomas C. Teper
- ---------------------------------- ----------------------------------
Print Name: Thomas C. Teper, Vice President
-----------------------
/s/ Debra L. DiSparano By: /s/ Gail Gordon
- ---------------------------------- ----------------------------------
Print Name: /s/ Debra L. DiSparano Print Name: /s/ Gail Gordon
----------------------- --------------------------
Title: SEC
-------------------------------
LESSEE
(Corporate Seal)

36
<PAGE> 37

EXHIBIT "A"

LEGAL DESCRIPTION OF PREMISES

Lot 9 in Block 3 of DEERWOOD PARK OF INDUSTRY SECTION ONE,
according to the plat thereof, recorded in Plat Book 118, at
Page 31, of the Public Records of Dade County, Florida.

<PAGE> 38

EXHIBIT "B"

CONTRACT FOR SALE OF REAL ESTATE

THIS CONTRACT between BURGER KING CORPORATION ("Seller"), a Florida
corporation, whose address is 17777 Old Cutler Road, P. O. Box 020783, Miami,
Florida 33102-0783, and _______________________________________________________
_______________("Purchaser"), whose address is _______________________________
__.

1. TRANSACTION.

1.1 EXERCISE OF OPTION. Seller, as lessor and Purchaser,
as lessee are currently parties to that certain Lease Agreement and Option to
Purchase Real Property dated _____________, 1996 (the "Lease"). The Lease
provides Purchaser with an option and right to purchase the Property defined in
Paragraph 1.2 below, upon certain terms and conditions more particularly
described in the Lease. Purchaser has elected to exercise the Option and the
parties desire to confirm their agreement.

1.2 SALE OF REAL PROPERTY. Pursuant to the Lease and the
Option, Seller agrees to sell and Purchaser agrees to buy that certain parcel
of real property together with the building(s), fixture(s) and improvement(s)
located thereon, if any, situated, lying and being in the City of___________
_______________, County of _____________ ___, State of ___________________, and
more particularly described on Exhibit A attached hereto and made a part hereof
(the "Property").

2. PURCHASE PRICE. Purchaser agrees to purchase the Real
Property for the sum of _________________________ ___________ DOLLARS
($__________) (the "Purchase Price"). The Purchase Price is to be paid as
follows:

2.1 DEPOSIT. Concurrently with the execution of this
Contract by Purchaser, Purchaser has delivered to Seller, a check in the sum
of _______________________ DOLLARS, ($_____________________.00), representing
an earnest money deposit towards the Purchase Price (the "Deposit"). If the
check does not represent immediately available funds by the end of business on
_______________, 199__, Seller shall have the right to terminate this Contract
without recourse to Purchaser and both parties shall be released from any
further obligations hereunder. The Deposit shall be held by Seller or by a
title insurance company acceptable to Seller, and shall be considered as a
portion of the Purchase Price.

2.2 BALANCE PAYABLE. Purchaser shall pay the balance of
the Purchase Price (adjusted for prorations in accordance with this Contract)
to Seller on the Closing Date by Federal Reserve wire transfer in accordance
with Seller's written instructions.

3. TITLE TO THE PROPERTY. Seller represents title to the
Property to be insurable and agrees to convey title to the Property by Special
Warranty Deed, subject to all taxes not yet due and payable, all restrictions,
conditions, reservations, limitations of record, and easements of record and in
place, including the title exceptions described in Exhibit "B" hereto, current
zoning,

38
<PAGE> 39

and any condition which a physical inspection of the Property and an accurate
and complete survey of the Property would disclose (collectively, the
"Permitted Exceptions").

4. INSPECTION PERIOD.

4.1 TIME PERIOD; RIGHT TO TERMINATE. Purchaser shall
have the right, which may be exercised at any time from and after the
"Effective Date", (as herein defined") to that date which is sixty (60) days
after the Effective Date (the "Inspection Period"), to conduct such
investigations, at Purchaser's sole cost and expense, with respect to the
Property as Purchaser deems appropriate to evaluate the suitability of the
Property for Purchaser's intended use ("Purchaser's Inspection"), including the
right to survey and inspect the Property; provided, that Purchaser shall not
drill any holes in the soil or any improvement located on the Property without
Seller's prior written consent, which consent may be unreasonably withheld. If
Purchaser's Inspection: (a) discloses any condition which would materially and
adversely affect: (i) the value of the Property, (ii) Purchaser's ability to
finance the purchase of the Property, or (iii) Purchaser's intended use of the
Property; or (b) discloses the existence on the Property of hazardous waste or
Hazardous Substances, as defined by applicable federal, state or municipal law,
statute or ordinance, or rules and regulations promulgated pursuant thereto,
then Purchaser shall have the right to terminate this Contract by giving
written notice to Seller no later than the last day of the Inspection Period
accompanied by a copy of the survey, inspection agreement or other document
upon which Purchaser is relying in terminating this Contract in accordance with
the foregoing. Upon receipt by Seller of such notice and accompanying
documentation in accordance with the foregoing, this Contract shall terminate,
except as to those provisions which specifically survive termination, the
Deposit, less any escrow fee, shall be returned to Purchaser, and the parties
shall be released from any further obligations hereunder, except as to those
obligations which expressly survive termination of this Contract. In the event
such notice of cancellation is not timely given by the expiration of the
Inspection Period, the foregoing condition precedent shall be deemed waived and
satisfied in full.

4.2 NO WARRANTIES. Seller does not warrant, either
expressly or impliedly, the condition or fitness of the Property, including the
building(s), fixture(s) or improvement(s), if any, to be conveyed hereunder, or
any use as to which any of the foregoing may be put. Any such express or
implied warranty being hereby expressly disclaimed and negated. Purchaser
further acknowledges that: (i) neither Seller, nor any officer, director,
shareholder, employee, agent, attorney, broker or other representative of
Seller, has made any representations or warranties of any kind whatsoever,
either express or implied, with respect to the Property; and (ii) Purchaser is
not relying on any representation, warranty or other statement or covenant,
express or implied, of Seller or any officer, director, shareholder, employee,
agent, attorney, broker or other representative of Seller, with respect to the
Property or any component thereof, regarding: Seller's occupancy, use,
maintenance, ownership and operation thereof and the physical and structural
condition and state of repair thereof; the adequacy or fitness thereof for any
contemplated use or purpose; the location thereof and the ability to obtain
access thereto; compliance with applicable local, municipal, regional, state,
federal or other statutes, laws, codes, ordinances, regulations, rules or
requirements, including, without limitation, any of same relating to leasing,
zoning, subdivision, planning, land use, building, fire, safety, health,
environmental,

39
<PAGE> 40

hazardous waste, hazardous or toxic substances or other injurious materials;
the use or existence or prior use or existence of any hazardous waste,
hazardous or toxic substances or other injurious materials on, under or above
the Property, or the migration of such materials and substances to or from the
Property.

4.3 AS-IS. Purchaser acknowledges and agrees then if
Purchaser does not exercise its right to terminate this Contract prior to the
expiration of the Inspection Period in accordance with paragraph 4.1 above,
then, upon expiration of the Inspection Period, Purchaser shall be deemed to
and shall have: (i) accepted the Property "AS-IS", in its present condition,
including, without limitation, any latent defects not observable or
discoverable by inspection, (ii) satisfied itself as to all matters described
in paragraph 4.2 above, and (iii) waived any claim of any kind against Seller,
its attorneys, agents and other representatives, and their respective heirs,
successors, personal representatives and assigns, with respect to the Property.
Purchaser represents that it is knowledgeable in real estate matters. The
provisions of this paragraph 4.3 shall survive closing or termination of this
Contract.

4.4 INDEMNIFICATION. Purchaser shall indemnify and hold
Seller harmless from and against any damage to the Property or any claims or
liens against Seller and/or the Property caused by or arising from Purchaser's
Inspection. The provisions of this paragraph 4.4 shall survive closing or
termination of this Contract.

5. CONDEMNATION OR CASUALTY. If, prior to closing, any part of
the Property is condemned or appropriated by a public authority or any party
exercising the right of eminent domain and/or if the building(s), fixture(s)
and/or improvement(s) on the Property, if any, shall be destroyed or then this
Contract, at the election of Purchaser may be terminated by written notice to
Seller , and the Deposit paid by Purchaser shall be returned, less any escrow
fee. Upon any such termination, neither party shall have any obligations to
the other under this Contract except as to those obligations which specifically
survive termination. Notwithstanding the foregoing, upon such termination,
Seller and Purchaser hereby agree that the Lease and all of the parties'
obligations thereunder, shall remain in full force and effect. The proceeds or
award received by Purchaser on account of such condemnation or casualty, less
the actual cost, fees and expenses, if any, incurred by Seller in connection
with adjustment of the proceeds or award, shall be applied or apportioned
pursuant to the terms of the Lease; provided, however, that neither party
shall have an obligation to restore the Property notwithstanding language to
the contrary contained in the Lease. If, however, Seller fails to restore the
Property, Purchaser may cancel the Lease as of the effective date of such
casualty or condemnation. Should Purchaser the elect not to terminate this
Contract, Purchaser will proceed to close the transaction subject to any such
condemnation, damage or casualty in accordance with the terms herein, and the
Purchase Price shall be reduced by the amount of any compensation received by
Seller and Seller will assign all of its rights to Purchaser for all unpaid
compensation. The balance of the Purchase Price shall be paid by Purchaser at
closing.

6. TITLE EXAMINATION. Purchaser shall have thirty (30) days from
the Effective Date (the "Title Examination Period") to examine title to the
Property at Purchaser's sole cost and expense and to object to: (i) any defect
of title which was not as represented by Seller in this

40
<PAGE> 41

Contract, or an exception other than a Permitted Exception; or (ii) the
location of any easement on the Property which renders title uninsurable and/or
unmarketable or which would materially adversely interfere with the
construction and use of Purchaser's contemplated improvements to the Property.
Seller, upon receipt of written notification of such defect, shall have the
right, but not the obligation to: (i) satisfy, release or cure same at any
time prior to or concurrently with, the Closing or a reasonable period of time
therefor; or (ii) cause such defect to be removed from Purchaser's title
insurance commitment or affirmatively insured against by Purchaser's title
insurance company. If such defect is a liquidated claim or judgment,
recorded against the Property or Seller on or after the effective date of the
Lease, Seller shall cause such claim or judgment to be removed from the
Property to a surety bond or other security, all at Seller's sole option and
expense. If Seller fails to satisfy, release, remove, insure over or bond off
any such defect within a reasonable time and is unable to deliver title as
herein provided, then Purchaser may (i) accept title to the Property in its
existing condition without adjustment or abatement in the Purchase Price
(except if Seller was obligated to remove such condition); or (ii) Purchaser
may terminate this Contract, whereupon both parties shall be released from
further performance hereunder, except as to those obligations which
specifically survive termination, and the Deposit, less any escrow fee, shall
be returned to Purchaser. Seller shall provide to Purchaser a copy of any
title insurance policy or survey for the Property in Seller's possession.
Purchaser shall not have the right to object to title or to terminate this
Contract by reason of any defect which is caused by Purchaser or any party
claiming by, through, or under Purchaser. Notwithstanding any of the foregoing,
Seller shall have no obligation to file a lawsuit or any other action to effect
a cure of any defect.

7. CLOSING. Closing (the "Closing") shall take place within
thirty (30) days following the exercise of Purchaser's option to purchase (such
date, or any date to which such date may be extended pursuant to other
provisions of this Contract, is the "Closing Date"), at the office of Seller,
or at the office of Purchaser's attorneys. Any closing or escrow fees charged
by the title insurance company shall be paid by Purchaser at Closing.

8. PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser
represents and warrants to Seller as follows:

8.1 AUTHORIZATION. Purchaser has the full power and
authority to execute, deliver and perform the terms and conditions of this
Contract and has taken all necessary action to do so.

8.2 NO VIOLATION. The consummation of the
transactions contemplated by this Contract will not result in any violation of
any contractual provision to which the Purchaser is a party or otherwise is or
may be bound.

8.3 ABILITY TO PERFORM. Purchaser represents and
warrants that Purchaser has the financial ability to perform the terms and
conditions of this Contract and, specifically, to pay the Purchase Price,
subject to the proration's herein described, on the Closing Date.

41
<PAGE> 42

9. CLOSING COSTS, PRORATION'S AND CREDITS.

9.1 TRANSFER TAXES; TITLE INSURANCE. The documentary
stamp tax on the Special Warranty Deed shall be paid by Seller. The surtax on
the Special Warranty Deed shall be divided equally between Seller and
Purchaser. The cost of recording the Special Warranty Deed shall be paid by
Purchaser at the time of closing. Purchaser shall pay the cost of abstracting
and the title insurance cost and risk premium for the owner's title insurance
policy as described in Paragraph 6 of this Contract. Seller shall pay for the
cost of recording any curative title instruments.

9.2 PROPERTY TAXES AND ASSESSMENTS. All real estate and
personal property taxes for the current year shall be paid by Purchaser.
Purchaser shall also pay any and all assessments assessed against the Property
or Purchaser's business activities.

9.3 MUNICIPAL SERVICES. All waste and garbage charges,
if any, and all other similar charges shall be paid by Purchaser.

10. DEFAULT. In the event either party defaults under the terms
and conditions of this Contract, whereby the other has a right of termination,
the party not in default shall give fifteen (15) days written notice by
certified mail of the grounds for declaring default to the defaulting party.
The defaulting party shall have fifteen (15) days after receipt of notice of
default to cure the default. If the default has not been cured within the
prescribed period of time, the party not in default may terminate this
Contract. In the event Seller is the defaulting party, Purchaser shall have
the right to seek specific performance or the return of the Deposit as
Purchaser's sole and exclusive remedy. If Purchaser requests the return of
the Deposit in lieu of filing an action for specific performance, the Deposit
will be applied to the Security Deposit under the Lease to restore the
Security Deposit to its original amount, and the balance shall be returned to
Purchaser. In no event shall Purchaser have a right to recover any damages
for Seller's breach of its obligations hereunder. In the event Purchaser is
the defaulting party, the parties have agreed that the Deposit may be retained
by Seller as agreed upon liquidated damages. This provision for liquidated
and agreed upon damages contained herein is a bona fide provision as such and
it is not a penalty, the parties understanding that by reason of Seller
binding itself to the sale of the Property, and withdrawing it from the market,
that Seller will have sustained a damage if Purchaser defaults, which will be
substantial but which will be difficult, if not incapable of determination
with mathematical precision, and therefore, as aforesaid, the provision for
liquidated and agreed upon damages has been incorporated in this Contract as a
bona fide provision beneficial to both parties. The payment of the Deposit to
Seller shall not relieve Purchase of its obligation to restore the Security
Deposit under the Lease to its original amount.

11. NOTICES. Any notice, request, demand, instruction or other
communication to be given to any party hereunder, except where required to be
delivered at the Closing, shall be in writing and shall be hand-delivered or
sent by telegram, telecopier, Federal Express or a comparable overnight courier
or mail service, or mailed by U.S. registered or certified mail, return receipt
requested, postage prepaid, to such party at its address set forth below.
Notice shall be deemed to have been given upon receipt of said notice. The
addressees and addresses for

42
<PAGE> 43

the purpose of this paragraph may be changed by giving notice as provided
herein. Unless and until such written notice is received, the last addressee
and address stated herein shall be deemed to continue in effect for all
purposes hereunder.

As to Seller: Burger King Corporation
17777 Old Cutler Road
P.O. Box 020783
Miami, Florida 33102-07833
Attention: General Counsel

As to Purchaser: Precision Response Corporation
1505 N. W. 167th Street
Miami, Florida 33169

13. WAIVER; PRIOR AGREEMENTS; SUCCESSORS AND ASSIGNS. No term or
condition of this Contract will be deemed to have been waived or amended unless
expressed in writing and the waiver of any such condition or the breach of any
term will not be a waiver of any subsequent breach of the same or other term or
condition. This Contract constitutes the entire contract between the parties,
which incorporates all prior written and/or oral understandings. This Contract
shall be binding upon the parties, their heirs, successor or assigns.

14. DEED RESTRICTION. The Special Warranty Deed shall recite that
the Property shall not be used for a fast-food restaurant which derives fifty
percent (50%) or more of its gross sales from the sale of hamburger products,
or for the advertising of any such restaurant, for a period of ten (10) years
from the date of Closing and that all such restrictions shall be enforceable by
the Seller, its successors or assigns, by any available remedy at law and in
equity.

15. ASSIGNMENT. This Contract shall not be assigned by Purchaser
without the express written consent of Seller first had and obtained.

16. COMMISSIONS. Seller agrees to pay a sales commission of
_______________________ DOLLARS ($_________) from the proceeds of the Closing
on the consummation, pursuant to the terms contained in this Contract, of the
subject transaction. Such commission shall be due and payable if and only if
Closing occurs in accordance with this Contract. The foregoing sales
commission shall be equally split between _____________________ ($_________),
who represents the Seller in this transaction, and ________________________
($_________), who represents the Purchaser in this transaction. Each party
represents and warrants to the other that there is no other commission due or
payable in connection with this transaction. Seller shall indemnify, defend
and hold Purchaser harmless from any claims for fees or commissions made upon
Purchaser by any broker representing Seller if other than the broker disclosed
herein. Purchaser shall indemnify, defend and hold Seller harmless from any
claims for fees and/or commissions made upon Seller by any broker representing
Purchaser if other than the broker disclosed herein. The provisions of this
paragraph 16 shall survive Closing or termination of this Contract.

43
<PAGE> 44

17. RELATIONSHIP OF PARTIES. Nothing contained in this Contract
or in the activities contemplated hereby shall be construed to create the
relationship of principal and agent, partnership, joint venture, trust, tenants
in common or any other relationship between the parties hereto, other than
separate and distinct entities dealing at arm's length as Seller and Purchaser,
respectively, for their own separate interests and benefit.

18. LIKE-KIND EXCHANGES. In connection with this transaction, the
parties agree to cooperate in effecting IRC 1031 tax free exchanges (by Seller
or Purchaser, or both) provided that there is no assumption of additional
liability and no delay in the Closing of this transaction. Such cooperation
may include the execution of an assignment of this Contract to an exchange
facilitator and any other documents reasonably requested.

19. HEADINGS. All descriptive headings of sections and paragraphs
in this Contract are inserted for convenience only and shall not affect the
construction or interpretation hereof.

20. TIME IS OF THE ESSENCE. Time is of the essence of each
provision hereof. Failure of either party to close the transaction on the date
of Closing, without default on the part of the other, shall be considered a
default in this Contract.

21. EFFECTIVENESS OF AGREEMENT. This Contract shall be made and
effective as of the date that the last of Purchaser and Seller to execute this
Contract shall have done so, ("Effective Date").

22. ATTORNEYS' FEES. The prevailing party in a suit to enforce
the terms of this Contract shall be entitled to reimbursement from the losing
party of all costs associated with such suit, including without limitation,
reasonable attorneys' fees and paralegal fees through appellate proceedings.

23. SURVIVAL. Except as expressly set forth herein, no
warranties, representations, covenants, obligations or other agreements
contained in this Contract shall survive the Closing.

24. CONSTRUCTION. Should any provision of this Contract require
judicial interpretation, it is agreed that the Court interpreting or construing
the same shall not construe this Contract against one party more strictly by
reason of any rule of interpretation which relates to the source of preparation
of a document, it being agreed that the agents of all parties have participated
in the preparation of this Contract and that legal counsel was consulted by
each party prior to its execution hereof.

25. EXCLUSIVITY OF AGREEMENT. This Contract is made for the sole
protection of Purchaser and Seller, and no other person shall have any benefit
or right of action hereunder.

26. NO RECORDING. Purchaser shall not record this Contract in the
Public Records, and upon any such recording, Purchaser's rights and interests
hereunder (including any right Purchaser may have to the return of the Deposit)
shall automatically terminate, without further notice to or action of any
party.

44
<PAGE> 45

27. SECTION 604(E) OF THE INTERNAL REVENUE CODE. Purchaser and
Seller agree to cooperate with each other to insure compliance with the
provisions of Section 604(e) of the Internal Revenue Code of 1986, as amended,
and the rules promulgated thereunder, regarding the filing of an information
return and providing of a statement to the Seller with respect to the
transactions contemplated by this Contract.

IN WITNESS WHEREOF, Seller has executed this Contract the_____ day of
____________, 19__.

WITNESSES: BURGER KING CORPORATION,
a Florida corporation,

By:
- -------------------------------- ---------------------------------
Print Name: Print Name:
--------------------- -------------------------
Vice President

Attest:
- -------------------------------- ---------------------------

Print Name: Print Name:
--------------------- -------------------------
Assistant Secretary

IN WITNESS WHEREOF, Purchaser has executed this Contract the _____
day of ___________, 19__.

WITNESSES: [PURCHASER]

-----------------------------------,

a
------------------------

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

Attest:
- -------------------------------- ------------------------------
Print Name: Print Name:
--------------------- --------------------------
Title:
-------------------------------

45
<PAGE> 46

JOINDER

The undersigned hereby join in the foregoing Contract for purposes of
acknowledging and agreeing to the provisions of paragraph 16 therein.

WITNESSES: [BROKER 1]
---------------------------

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

[BROKER 2]
---------------------------

46
<PAGE> 47

EXHIBIT "A"

LEGAL DESCRIPTION

Lot in Block 3 of DEERWOOD PARK OF INDUSTRY SECTION ONE,
according to the plat thereof, recorded in Plat Book 118, at Page
31, of the Public Records of Dade County, Florida.

<PAGE> 48

EXHIBIT "B"

PERMITTED EXCEPTIONS

[The Permitted Exceptions are those exceptions set forth in Schedule
B-II of Seller's existing owner's commitment for policy of title
insurance, real property taxes for the current year and any other
restrictions, conditions, reservations, or easements existing as of
the effective date of the Lease.]

<PAGE> 1
EXHIBIT 10.22

This instrument prepared by
and when recorded return to:
Martin A. Schwartz, Esq.
Rubin Baum Levin Constant
Friedman & Bilzin
2500 First Union Financial Center
Miami, Florida 33131-2336
- -------------------------------------------------------------------------------

ASSIGNMENT OF LEASE

THIS ASSIGNMENT dated as of April 18, 1996 made by PRECISION RESPONSE
CORPORATION, a Florida corporation, having an address at 1505 N.W. 167th
Street, Miami, Florida 33169 ("Assignor") to Deerwood Realty Partners, Ltd., a
Florida limited partnership, having an address at 1505 N.W. 167th Street,
Miami, Florida 33169 ("Assignee").

For and in consideration of $10.00 and other good and valuable
consideration paid by Assignee to Assignor, receipt and sufficiency of which is
acknowledged, Assignor assigns, transfers, releases, conveys and sets over to
Assignee all of Assignor's right, title, interest, claims and demands as tenant
or lessee ("Tenant") under, in and to that certain lease ("Lease") described in
Schedule A covering the premises described in Exhibit "A" ("Property").

TO HAVE AND TO HOLD the same to Assignee, Assignee's heirs, personal
representatives, successors and assigns forever.

Assignor, for Assignor and Assignor's heirs, personal representatives,
successors and assigns, covenants and warrants to forever defend title to
Tenant's interest in the Lease in Assignee against all persons whomsoever who
may lawfully claim the same or any part thereof, from, through or under
Assignor.

Assignee assumes performance of the provisions of the Lease to be
performed by Tenant arising from and after the date of delivery of this
instrument with the same force and effect as if Assignee had originally signed
the Lease as Tenant. Notwithstanding the foregoing, this Assignment shall not
be construed to release, alter, or modify in any way the obligations of the
Assignor under the Lease.

<PAGE> 2

Assignor and Assignee have executed this instrument as of the day and year
first above written.

<TABLE>
<S> <C>
Signed, sealed and delivered ASSIGNOR:
in the presence of:
PRECISION RESPONSE CORPORATION, a
Florida corporation
Sign: /s/ Susan M. Wigton
--------------------------
Print Name: Susan M. Wigton
--------------------

Sign: /s/ Esther Hernandez By: /s/ Mark J. Gordon
--------------------------- --------------------------------
Print Name: Esther Hernandez Mark J. Gordon, Chief Executive Officer
--------------------
(As to Assignor)

ASSIGNEE:

DEERWOOD REALTY PARTNERS, LTD., a
Florida limited partnership
Sign: /s/ Susan M. Wigton
---------------------------
Print Name: Susan M. Wigton
---------------------
By: DEERWOOD REALTY PARTNERS, INC.,
Sign: /s/ Esther Hernandez Florida corporation, General Partner
---------------------------
Print Name: Esther Hernandez
--------------------
(As to Assignee)
By: /s/ Mark J. Gordon
-----------------------------------------
Mark J. Gordon, President
</TABLE>
<PAGE> 3

ACKNOWLEDGEMENTS

<TABLE>
<S> <C>
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
</TABLE>

The foregoing instrument was acknowledged before me this 18th day of
April, 1996, by Mark J. Gordon, as Chief Executive Officer of Precision
Response Corporation, a Florida corporation, on behalf of said corporation. He
is personally known to me or has produced a Florida driver's license as
identification.

<TABLE>
<S> <C>
Sign Name: /s/ Jo Ann M. Bogdansky
-------------------------
Print Name: Jo Ann M. Bogdansky
------------------------
My Commission Expires: NOTARY PUBLIC
Serial No. (none, if blank): CC238383
---------

[NOTARIAL SEAL]
</TABLE>

<TABLE>
<S> <C>
STATE OF FLORIDA )
) SS:
COUNTY OF DADE )
</TABLE>

The foregoing instrument was acknowledged before me this 18th day of
April, 1996, by Mark J. Gordon, as President of Deerwood Realty Partners, Inc.,
a Florida corporation, general partner of Deerwood Realty Partners, Ltd., a
Florida limited partnership on behalf of such corporation and such limited
partnership. He is personally known to me or has produced a Florida driver's
license as identification.

[NOTARIAL SEAL]

</TABLE>

3
<PAGE> 4

LANDLORD'S CONSENT

The undersigned, having an address at 17777 Old Cutler Road, Miami,
Florida 33157, as Landlord under this Lease, is executing this instrument to
consent to the foregoing Assignment.

<TABLE>
<S> <C>
Signed, sealed and delivered LANDLORD:
in the presence of:

BURGER KING CORPORATION

Sign: /s/ Kimberly K. Ford
-------------------------
Print Name: Kimberly K. Ford By: /s/ illegible
------------------- ---------------------------------
, Vice President
--------------

Sign: /s/ Linda D. Dallas
-------------------------
Print Name: Linda D. Dallas By: /s/ Tony Moralejo
------------------- ---------------------------------
(as to both signatories) , Assistant Secretary
--------------
</TABLE>

4
<PAGE> 5

SCHEDULE A

DESCRIPTION OF LEASE

Lease Agreement and Option to Purchase Real Property dated January 3,
1996 ("Lease") between Burger King Corporation, as landlord, and Precision
Response Corporation, as tenant, for premises located in Dade County, Florida,
a short form of which Lease was recorded in Official Records Book 17096, Page
0678 of the Public Records, Dade County, Florida.

5
<PAGE> 6

EXHIBIT A

DESCRIPTION OF PROPERTY

Lot 9 in Block 3 of DEERWOOD PARK OF INDUSTRY SECTION ONE, according
to the plat thereof, recorded in Plat Book 118, at Page 31, of the
Public Records of Dade County, Florida.

<PAGE> 1
EXHIBIT 10.23

THIS SUBLEASE, dated as of May 1, 1996, between DEERWOOD REALTY
PARTNERS, LTD., a Florida limited partnership having an office at 1505 N.W.
167th Street, Miami, Florida 33169 ("Sub-Landlord") and PRECISION RESPONSE
CORPORATION, a Florida corporation having and office at 1505 N.W. 167th Street,
Miami, Florida 33169 ("Tenant").

RECITALS:

A. Sub-Landlord is tenant under a lease dated January 3, 1996
annexed as Exhibit "A" (the "Lease") between Burger King Corporation
("Landlord") and Precision Response Corporation by Assignment of Lease dated
April 18, 1996 (the "Assignment");

B. Tenant desires to sublease from Sub-Landlord the Premises
described in the Lease (the "Demised Premises"), to which Sub-Landlord is
agreeable, under and subject to the terms, conditions, reservations and
provisions set forth below.

The parties agree as follows:

1. Term. Sub-Landlord subleases to Tenant, and Tenant hires from
Sub-Landlord, the Demised Premises for a term commencing on May 1, 1996 and
terminating on January 30, 1999. Tenant shall have three five-year options to
extend the term of this Sublease. Each option shall be exercisable upon
written notice to Sublandlord given at least 120 days prior to the then
expiration of the term.

2. Rent. Tenant covenants and agrees to pay to Sub-Landlord rent
as described in Schedule "1", without deduction, offset, prior notice or
demand.

Tenant also agrees to pay to Sub-Landlord as additional rent: (i)
amounts equal to all amounts which may be payable from time to time by
Sub-Landlord to Landlord pursuant to the provisions of the Lease, including
specifically the additional charges set forth in Article 3.4 of the Lease; and
(ii) all amounts, sums, charges or other payments which may be payable under
this Sublease.

All rent and additional rent payable under the Sublease shall be
payable to Sub-Landlord at the above address or at such other address as
Sub-Landlord may from time to time designate.

3. Incorporation of Lease. (a) To the extent not inconsistent
with the terms of this Sublease, the provisions of the Lease are incorporated
into this Sublease by reference and shall apply and constitute a part of this
Sublease as though set forth at length in the Sublease, with, where applicable,
Deerwood Realty Partners, Ltd. being substituted for the "Landlord" and
Precision Response Corporation being substituted for the "Tenant".

<PAGE> 2

(a) Notwithstanding anything in the Sublease to the
contrary, the provisions of Article XVI of the Lease are not incorporated into
the Sublease and Tenant shall have no right to purchase the Demised Premises.

(b) All provisions of the Lease referring to consent or
approval of Landlord shall be deemed to refer to the consent or approval of
Landlord and Sub-Landlord.

4. (a) Tenant covenants and agrees that: (i) this Sublease
and Tenant's occupancy shall be subject and subordinate to the terms and
conditions of the Lease and the obligations of Sub-Landlord under the Lease,
and to all liens, encumbrances, easements, restrictions, reservations, zoning
ordinances and other matters to which the Lease is subject and subordinate;
(ii) Tenant will be bound by and observe and perform all of the duties,
obligations and liabilities of Sub-Landlord under or with respect to said Lease
excluding, however, the payment of rent and additional rent under the Lease
except as set forth in this Sublease; and (iii) Tenant will not do or cause to
be done or suffer or permit any act or thing to be done which may or could
cause the Lease or the rights of Sub-Landlord, as the tenant under the Lease,
to be cancelled, terminated, forfeited or prejudiced or which may or could make
Sub-Landlord liable for any damages, claims, fines, penalties, costs or
expenses under the Lease.

(b) Tenant covenants and agrees to indemnify and save
harmless Sub-Landlord and its employees and agents from and against any and all
claims, liabilities, suits, judgments, awards, damages, losses, fines,
penalties, costs and expenses, including reasonable attorneys' fees and
expenses of defense, which Sub-Landlord may suffer, incur or be liable for by
reason of or arising out of the failure or refusal of Tenant to comply with,
observe and perform the duties, obligations and liabilities described in
Section 4(a) or resulting from Tenant's breach or violation of Section 4(a).

(c) If for any reason the term of the Lease is terminated
prior to the expiration date of this Sublease pursuant to any termination
rights reserved in the Lease in favor of the landlord or tenant under the
Lease, or as permitted by law, this Sublease shall automatically terminate and
Sub-Landlord shall not be liable to Tenant by reason of such termination,
unless such termination shall have been effected by reason of the breach or
default of Sub-Landlord, as tenant under the Lease, not resulting from, or
directly or indirectly related to, any acts or omissions of Tenant or breach or
default by Tenant under the terms and conditions of this Sublease (including
the provisions of the Lease incorporated herein).

5. (a) The parties agree that Tenant accepts the Demised
Premises together with the existing carpeting, other decorations, and all of
Sub-Landlord's furniture, fixtures, equipment, and other personal property in
their "AS IS" condition. Sub-Landlord will not furnish any materials to Tenant
nor perform any work, repairs or alterations prior to or during the term of
this Sublease (the furnishing of such materials and performance of such work,
repairs or alterations is collectively the "Work"), Tenant waives all rights it
may have against Sub-Landlord and Landlord with respect to the Work.

<PAGE> 3

(b) Tenant acknowledges that electricity, gas, water and
plumbing, heating, toilets, ventilation, air-conditioning, sanitary services,
elevator, cleaning and all other services or building systems serving the
Demised Premises (individually and collectively the "Services") and the
repairs, restorations, alterations and replacements of the Services and
structural portions of the Demised Premises (individually and collectively the
"Repairs") are to be furnished or made by Tenant, Landlord or independent
utility companies serving the Demised Premises and not by Sub-Landlord.

(c) Sub-Landlord shall have no liability to Tenant for,
and Tenant releases and discharges Sub-Landlord from and against, any claims,
liability, losses, damages, costs or expenses arising out of or connected with
any disruption, failure, stoppage of or defect in any of said Services or the
refusal or failure to furnish, provide make or complete any Work, Services or
Repairs and agrees that the foregoing shall not affect the obligations of
Tenant. However, in the event Landlord shall default in the performance or
observance of its obligations under the Lease, Sub-Landlord agrees that, at
Tenant's request, it will assign to Tenant all of Sub-Landlord's claim or
claims arising by reason of such default in order that Tenant may at its own
expense enforce the performance of such obligations.

7. Tenant shall not assign this Sublease or further sublet the
Demised Premises without the prior written consent of Sub-Landlord, which shall
not be unreasonably withheld, and the consent of Landlord, if required under
the terms of the Lease. If Tenant is a corporation, any dissolution, merger,
consolidation or other reorganization of such corporation, or any pledge of the
corporate stock or any sale or other transfer of a controlling interest of the
corporate stock of Tenant, or, if Tenant is a partnership, any transfer of a
controlling partnership interest, shall constitute an assignment of this
Sublease for all purposes of this Section 7, except that the consent of
Sub-Landlord shall not be required to any merger, consolidation or
reorganization if the surviving corporation has a net worth at least equal to
the net worth of Tenant on the date of this Sublease.

8. Tenant shall provide and maintain in full force and effect the
insurance required pursuant to Article IV of the Lease which such insurance
shall name Landlord and Sub-Landlord as insureds.

9. Tenant has deposited with Landlord the sum of $13,088.00 as
security for the faithful performance and observance of the terms of the Lease.
In the event that Tenant defaults under this Sublease, including but not
limited to the payment of rent or additional rent under the Sublease, Landlord
or Sub-Landlord may use, apply or retain the whole or any part of the security
so deposited to the extent required for the payment of any rent or additional
rent or any

<PAGE> 4

sum Sub-Landlord may expend or be required to expend by reason of Tenant's
default under this Sublease, including but not limited to, any damages or
deficiency in the reletting of the Demised Premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Sub-Landlord. In the event that Tenant shall fully and faithfully comply with
all of the terms of this Sublease, the security, without interest, shall be
returned to Tenant promptly after the date fixed as the end of this Sublease,
but only after delivery of possession of the Demised Premises to Sub-Landlord
and the return of the security deposit by Landlord to Sub-Landlord. The
requirement of return of the security deposit from Landlord shall be deemed
waived if Sub-Landlord has extended the term of the Lease for an additional sum
of 5 years after expiration of the term of this Sublease. Tenant shall not
assign or encumber or attempt to assign or encumber the moneys deposited and
neither Sub-Landlord nor its successors or assigns shall be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance. The
provisions of Article XVII of the Lease shall apply with respect to transfers
of the security deposit under the Sublease in connection with the assignment of
Sub-Landlord's interest as tenant under the Lease.

10. The obligations and benefits of this Sublease shall bind and
benefit the heirs, executors, administrators, successors and assigns of the
parties, except that no violation of the provisions of Section 7 of the
Sublease shall operate to vest any rights in any successor or assignee of
Tenant.

11. This Sublease sets forth the entire understanding between the
parties concerning the Demised Premises and there are no agreements or
understandings, either oral or written, between them other than are set forth
in the Sublease. No modification or amendment of this Sublease shall be
effective unless embodied in writing executed by the parties to the Sublease.

12. All notices, demands, requests or other communications
required or permitted to be made under the Sublease shall be in writing and
shall be deemed duly made or given if sent by registered or certified mail,
return receipt requested, addressed to Sub-Landlord at its address indicated
above or to Tenant at its address indicated above or at such address as may be
designated by any party under the Sublease in a notice pursuant to this
Section.

13. (a) The term "Sub-Landlord" as used in this Sublease means
only the owner for the time being of the tenant's interest in the Lease and in
the event of any assignment or assignments of the Lease by Sub-Landlord or any
assignee of Sub-Landlord, the assignor shall be, and is, freed and relieved of
all covenants and obligations of Sub-Landlord under this Sublease arising or
to be performed after the date of such assignment or assignments, and it shall
be deemed and construed without further agreement between the parties or their
successors in interest, or between the parties and the assignee of any such
assignment or assignments, that the assignee has assumed and agreed to carry
out any and all covenants and obligations of Sub-Landlord except as otherwise
set forth in this Sublease, arising or to be performed under this Sublease
after the date of such assignment or assignments.

<PAGE> 5

(b) In no event shall Sub-Landlord be deemed to have
unreasonably withheld its consent or approval under the Sublease if the basis
of withholding such consent or approval is the failure of Landlord to so
consent or approve. In the event Tenant requests the consent or approval of
Landlord under the Sublease, Sub-Landlord agrees to forward such request to
Landlord.

14. In addition to the remedies reserved by Sub-Landlord for
enforcement of the provisions of this Sublease as incorporated from the Lease,
Sub-Landlord reserves all remedies provided by law. This Sublease shall be
governed in accordance with the laws of the State of Florida.

15. Sub-Landlord and Tenant waive trial by jury in any action,
proceeding or counterclaim brought by either against the other on any matters
whatsoever arising out of or in any way connected with this Sublease or the
Lease, the relationship of the Sub-Landlord and Tenant, Tenant's use or
occupancy of Demised Premises, and/or any claim or injury or damage, or any
statutory remedy.

Sub-Landlord and Tenant have duly executed this Sublease the day and
year first above written.

SUB-LANDLORD

DEERWOOD REALTY PARTNERS, LTD., a
Florida limited partnership

By: DEERWOOD REALTY PARTNERS, INC.,
a Florida corporation, General
Partner

By: /s/ Mark J. Gordon
-----------------------------
Mark J. Gordon, President

TENANT

PRECISION RESPONSE CORPORATION, a
Florida corporation

By: /s/ David Epstein
-----------------------------
David Epstein, President

<PAGE> 6

STATE OF FLORIDA )
) SS:
COUNTY OF DADE )

The foregoing instrument was acknowledged before me this 1st day of
May, 1996, by Mark J. Gordon, as President of Deerwood Realty Partners, Inc., a
Florida corporation, general partner of Deerwood Realty Partners, Ltd., a
Florida limited partnership on behalf of such corporation and such limited
partnership. He is personally known to me or has produced a Florida driver's
license as identification.

Sign Name: /s/ Joann M. Bogdansky
-------------------------
Print Name: Joann M. Bogdansky
------------------------
My Commission Expires: 10/16/96 NOTARY PUBLIC

Serial No. (none, if blank): CC238383
--------

[NOTARIAL SEAL]

STATE OF FLORIDA )
) SS:
COUNTY OF DADE )

The foregoing instrument was acknowledged before me this 1st day of
May, 1996, by David Epstein, as President of Precision Response Corporation, a
Florida corporation, on behalf of said corporation. He is personally known to
me or has produced a Florida driver's license as identification.

Sign Name: /s/ Joann M. Bogdansky
-------------------------
Print Name: Joann M. Bogdansky
------------------------
My Commission Expires: 10/16/96 NOTARY PUBLIC
Serial No. (none, if blank): CC238383
--------

[NOTARIAL SEAL]

6
<PAGE> 7

EXHIBIT A

LEASE BETWEEN BURGER KING CORPORATION
AND
PRECISION RESPONSE CORPORATION
dated January 3, 1996

<PAGE> 8

SCHEDULE 1

RENT DATA SCHEDULE

<TABLE>
<CAPTION>
MONTHLY
LEASE YEAR ANNUAL RENTAL INSTALLMENT
---------- ------------- -----------
<S> <C> <C> <C>
5/1/96-1/31/97 $157,060.00 $13,088.33
2/1/97-1/31/98 $165,517.00 $13,793.08
2/1/98-1/30/99 $175,182.00 $14,598.50
</TABLE>

<TABLE>
<CAPTION>
OPTION TERM RENT SCHEDULE
--------------------------

MONTHLY
LEASE YEAR ANNUAL RENTAL INSTALLMENT
---------- ------------- -----------
<S> <C> <C> <C>
First Extension
---------------

1/31/99(1)-1/31/00 $181,223.00 $15,101.92

2/01/00-1/31/01 $187,263.00 $15,605.25
2/01/01-1/31/02 $193,303.75 $16,108.65
2/01/02-1/31/03 $193,344.50 $16,612.04
2/01/03-1/30/04 $205,385.25 $17,115.441

Second Extension
----------------

1/31/04(2)-1/31/05 $211,546.81 $17,628.90

2/01/05-1/31/06 $217,893.21 $18,157.77
2/01/06-1/31/07 $224,430.00 $18,702.50
2/01/07-1/31/08 $231,162.91 $19,263.58
2/01/08-1/30/09 $238,097.80 $19,841.48

Third Extension
---------------

1/31/09(3)-1/31/10 $245,240.73 $20,436.73

2/01/10-1/31/11 $252,597.96 $21,049.83
2/01/11-1/31/12 $260,175.89 $21,681.32
2/01/12-1/31/13 $267,981.17 $22,331.76
</TABLE>

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

1 The rental payment for 1/31/99 shall be prorated based on
the Monthly Installment for the immediately
preceding Lease Year.

2 The rental payment for 1/31/04 shall be prorated based on
the Monthly Installment for the immediately
preceding Lease Year.

3 The rental payment for 1/31/09 shall be prorated based on
the Monthly Installment for the immediately preeding Lease
Year.

<PAGE> 9

2/01/13-1/30/14 $276,020.60 $23,001.72

<PAGE> 1
EXHIBIT 10.24

L E A S E

THIS LEASE ("Lease") made as of the 25th day of January, 1996 by and
between DONALD V. MARIUTTO and EUGENE L. MARIUTTO, both with an address at
4573 Ponce de Leon Boulevard, Coral Gables, Florida 33146 ("Landlord"), and
PRECISION RESPONSE CORPORATION, a Florida corporation with offices at 1505 N.W.
167th Street, Miami, Florida 33169 ("Tenant"). Landlord and Tenant are
referred to individually as a "Party" and collectively as the "Parties."

SECTION 1. DEMISE; TERM. Landlord demises and leases to Tenant, and
Tenant leases and takes from Landlord, premises legally described on Exhibit
"A" ("Premises"). The term of this Lease ("Lease Term") shall commence on the
date which is the first occurring of (i) 30 days from the date of execution and
delivery of this Lease by both Parties or (ii) the commencement date of
Tenant's lease for 11975 S.W. 140th Terrace, Miami, Florida ("Commencement
Date"). The Lease Term shall expire as of midnight at the end of the month on
which the third anniversary of the Commencement Date occurs.

SECTION 2. RENT. Tenant agrees to pay to Landlord at the address of
Landlord specified in or furnished pursuant to this Lease, during the Lease
Term, as rent, the sum of $27,500 per annum in monthly installments of
$2,291.66 plus one twelfth of applicable real estate taxes in advance on the
first day of each month. On execution of the Lease, Tenant agrees to pay
Landlord the first month's rent in the amount of $2,291.66. If the Commencement
Date or expiration date of this Lease is on a date other than the first day and
last day respectively of any month, then the rent shall be prorated for the
first and last months of this Lease. Should Tenant fail to pay any monthly
payment of rent by the 5th of the month in which such payment is due then there
shall also be due and payable with such delinquent payment a late charge equal
to 4% of the amount of the payment due but there shall not be more than one
late charge imposed with respect to any monthly payment. The rent payable
under this lease shall be a net rent to Landlord exclusive of all other charges
relating to the operation of the Premises which shall be paid by Tenant.

SECTION 3. SECURITY DEPOSIT. On execution of the Lease, Tenant agrees
to pay Landlord, as a security deposit for the performance by Tenant of the
provisions of this Lease, the sum of $5,000. Upon the occurrence of an event
of default, as described in Section 11 of this Lease, Landlord can use the
security deposit, or any portion of it, to cure the default. If Tenant is not
in default at the expiration or termination of this Lease, and Tenant has paid
Landlord the restoration costs described in paragraph 23(f), Landlord shall
return the security deposit to Tenant within 15 days following expiration of
this Lease to Tenant. Landlord's obligations with respect to the security
deposit are those of a debtor and not a trustee. Landlord may maintain the
security deposit separate and apart from Landlord's general funds or may
commingle the security deposit with Landlord's general and other funds.
Landlord shall not be required to pay Tenant interest on the security deposit.

SECTION 4. IMPOSITIONS.

A. For the period following the Commencement Date, Tenant shall pay
when due all of the following, referred to collectively as "Impositions" and
individually as an "Imposition": (a) all real estate taxes and assessments, all
water and sewer rents, and other governmental charges, imposed against the
Premises, any personal property or any rent; (b) all sales, use and similar
taxes which at any time may be levied, assessed or payable on account of the
leasing or use of the Premises; (c) all charges for utilities

<PAGE> 2

(including water, sewer, garbage and electricity) and communications services
rendered to or used on the Premises; and (d) all maintenance and other charges,
including but not limited to security fee levied by any property owners
association having jurisdiction over the Premises provided as to charges
payable in installments Tenant shall be obligated for those installments
payable during the Lease Term. The provisions of this Section shall not
require Tenant to pay any municipal, state or federal income taxes assessed
against Landlord or any municipal, state or federal capital levy, estate,
succession, inheritance, franchise or transfer taxes of Landlord. Should any
assessments be payable in installments, Tenant may pay same in installments and
shall be obligated for only those installments which are due and payable on
behalf of the period within the Lease Term. Tenant shall furnish to Landlord,
upon request by Landlord, the bills of the appropriate taxing authority
respecting any Imposition marked "PAID" or otherwise reflecting and evidencing
that the same has been paid. Landlord, promptly following receipt of any bill
for real estate taxes, assessments, water and sewer charges or other utility
payments, shall forward such bill to Tenant for payment. Tenant may contest or
review any Impositions in Tenant's name or in Landlord's name, if appropriate.
Upon any reduction, cancellation or discharge, Tenant shall pay the amount
finally levied or assessed against the Premises or adjudicated to be due and
payable on any such contested items. If there shall be any refund, it shall be
allocated to Tenant.

B. Tenant's obligation for real estate taxes and assessments shall
extend to those imposed against any improvements on the Premises. Taxes and
assessments for the tax year in which this Lease commences and terminates shall
be prorated between Landlord and Tenant so that Tenant will be responsible for
only that portion attributable to the Lease Term.

SECTION 5. INSURANCE. Tenant shall procure and maintain with respect
to the Premises during the Lease Term general commercial liability insurance in
an amount of at least $2,000,000 for injury or loss of life to one or more
persons in one accident, and at least $100,000 for property damage. All
insurance shall be carried in favor of Landlord, Tenant and any other parties
designated by Tenant, as their respective interests may appear. All insurance
shall be taken in responsible companies licensed to do business in the state in
which the Premises is located. Certificates of such insurance shall be
delivered to Landlord. Each policy shall contain the agreement of the insurer
to give Landlord at least 15 days notice prior to cancellation of the policy.
All insurance may be provided by so called "blanket" policies covering property
of Tenant, or any parent, subsidiary or affiliate of Tenant, in addition to the
Premises. A portion of any insurance coverage may be provided by so called
"umbrella" policies. All insurance policies may contain a deductible not in
excess of $50,000. Each Party waives, to the fullest extent permitted by their
applicable policies, the right of subrogation which any insurer of such Party
may have against the other Party by reason of any damage to any improvements on
the Premises. Neither Party ("Exonerated Party") shall be liable to the other
("Insured Party") or to any insurance company (by way or subrogation or
otherwise) insuring the Insured Party for any loss or damage to property or
loss of income or loss under workman's compensation laws and benefits, even
though such loss was occasioned by the negligence of the Exonerated Party, its
agents, employees or contractors, if such loss is covered by insurance
benefitting the Insured Party.

SECTION 6. USE. Tenant shall use the Premises as an unimproved or
improved parking area, and with the consent of Landlord, for other lawful
purposes. Tenant will promptly comply with all present and future legal
requirements, foreseen or unforeseen, which may be applicable to Tenant's
manner of use of the Premises, but Tenant shall have the right to contest the
validity or application of all legal requirements by appropriate proceedings
brought in good faith. Landlord will execute and deliver any reasonable
documents necessary or proper to permit Tenant to so contest. Tenant will not
generate, use, store or dispose of any hazardous substances on the Premises
except strictly in accordance with law and

2
<PAGE> 3

upon receiving consent of the Landlord which may be withheld in Landlord's sole
and complete discretion for any reason whatsoever, except Landlord consents to
use of paint normally used in painting a parking lot. Tenant will indemnify
and hold harmless Landlord for any environmental liability by reason of any
activities of Tenant in violation of this sentence. Tenant will obtain risk
insurance naming Landlord as additional insured for any hazardous substances
generated, used, stored or disposed of by Tenant with Landlord's consent except
for substances noted above. Landlord covenants that so long as Tenant
faithfully performs the terms of this Lease, Tenant may peaceably and quietly
have, hold and enjoy the Premises for the Lease Term Premises during such
period without molestation or disturbance from any source.

SECTION 7. LIENS. Tenant will discharge any lien, encumbrance or
charge which might be or become a lien, encumbrance or charge upon the Premises
by reason of any work on behalf of Tenant. If any mechanic's, laborer's or
materialman's lien shall be filed against the Premises by reason of any work
performed on behalf of Tenant, Tenant, within 30 days after notice of filing,
will cause the same to be discharged of record by payment, deposit, bond,
order of a court of competent jurisdiction or otherwise. If Tenant fails to
cause the lien to be discharged within such period, then, in addition to any
other right or remedy, Landlord may, but shall not be obligated to, discharge
the same either by paying the amount claimed to be due or by procuring the
discharge of such lien by deposit or by bonding proceedings. Any amount so
paid by Landlord and all costs and expenses incurred by Landlord in connection
therewith, together with interest at the rate of 12% per annum from the date of
payment by Landlord, shall constitute additional rent payable by Tenant to
Landlord on demand. Nothing in this Lease shall be deemed or construed in any
way as constituting the consent or request of Landlord, to any contractor,
subcontractor, laborer or materialman for any specific alterations to or repair
of the Premises, nor as giving Tenant any right, power or authority to contract
for or permit the rendering of any services or the furnishing of any materials
that would give rise to the filing of any lien against the Premises.

SECTION 8. ASSIGNMENT AND SUBLETTING. Tenant may assign this Lease
or sublet all or portions of the Premises provided that any such assignment or
subletting shall not release Tenant from performance of all of Tenant's
obligations under this Lease and Tenant shall remain primarily liable for such
performance. Tenant shall notify Landlord of such sublease or assignment and
provide Landlord with the name(s) and address(es) of said sublessee(s) or
assignee(s).

SECTION 9. BROKER. Landlord and Tenant each represents and warrants
to the other that they have not dealt with any broker on account of the lease
of the Premises other than Eagleton Kathe Property Company, Cushman & Wakefield
of Florida, Inc. and Nu-World Realty, Inc. (collectively "Broker"). Each Party
agrees to defend, indemnify and hold harmless the other from and against any
and all claims, damages, costs, liabilities, suits, settlements, judgments,
actions, fees, including attorneys' fees, court costs and expenses of every
nature in connection with any claim for or matter related to brokerage,
finder's or similar fees, compensation or otherwise in any way directly or
indirectly related to this Lease, by reason of the indemnifying Party's actions
except that Tenant will not indemnify Landlord for any payments due to Broker.
Landlord agrees it will pay all compensation due to Broker pursuant to a
separate agreement with Broker. Landlord acknowledges Nu-World Realty, Inc. is
affiliated with Tenant.

SECTION 10. CONDEMNATION. If any portion of the Premises is taken or
condemned by any competent authority by the exercise of any right of eminent
domain or in condemnation proceedings and any parking spaces are reduced in
number directly or indirectly ("Taken" or a "Taking"), then, at the option of
Tenant, the Lease Term shall cease and terminate as of the date upon which
title shall vest in such authority. The rent shall be apportioned and paid up
to said date. If the Lease is not terminated,

<PAGE> 4

the rent thereafter due and payable shall be reduced in proportion to the area
of the Premises Taken. In such case, Landlord shall make the award available
for restoration up to the costs of said restoration, to be reasonably agreed
upon between the Parties, and Tenant shall restore such Premises as nearly as
possible to their condition prior to such Taking, but Tenant shall not be
obligated to expend any funds other than the amount of the award for such
Taking made available to Tenant. If the Premises are Taken, all awards for the
value of the Premises shall be paid to Landlord and Tenant shall not be
entitled to any part. Tenant may make a claim against the condemning
authority, but not against Landlord, for Tenant's damages by reason of such
Taking.

SECTION 11. EVENTS OF DEFAULT. Each of the following shall be an
Event of Default:

(a) If Tenant (i) institutes any proceeding to be adjudged a
bankrupt, (ii) consents to the filing of a bankruptcy proceeding against
Tenant, (iii) files a petition or answer or consent seeking its reorganization
or readjustment under the Bankruptcy Act or any other state or federal law, or
otherwise invokes any law for the aid of debtors, or consents to the filing of
any such petition, (iv) consents to the appointment of a receiver, liquidator
or trustee in bankruptcy or insolvency of Tenant or of all or a substantial
portion of its property, (v) makes an assignment for the benefit of creditors,
or admits in writing its inability to pay its debts generally as they become
due, or (vi) fails to dismiss within 90 days after filing any proceeding
described in this Section 11(a)(i)-(iv) against Tenant.

(b) If Tenant fails to pay Landlord any rent or additional rent
when due and within 10 days following notice of such failure from Landlord.

(c) If Tenant fails to perform any other covenant or condition of
this Lease on Tenant's part to be performed for a period of 30 days after
notice to Tenant of such failure, or, if performance cannot be reasonably
completed within such 30 day period, Tenant fails to commence such performance
within such 30 day period or fails diligently thereafter to complete same.

Upon the happening of any Event of Default, Landlord may, at
Landlord's option, elect one or more of the following remedies:

(A) give notice to Tenant specifying such Event of Default and stating
that this Lease shall expire and terminate on the date specified in such
notice, which shall be at least 15 days after the giving of such notice, said
period set forth in such notice shall not be construed as offering Tenant an
additional right to cure any Event of Default; upon the date specified, this
Lease and all rights of Tenant under this Lease shall expire and terminate as
if that date were the date definitely fixed for the termination of the Lease
Term; or

(B) terminate Tenant's right of possession (but not this Lease) and
repossess the Premises by summary proceedings, without demand or notice of any
kind to Tenant and without terminating this Lease, in which event Landlord
will, to the extent required by applicable law, attempt to relet the same for
the account of Tenant for such rent and upon such terms as are satisfactory to
Landlord, making any necessary or customary repairs, changes, alterations or
additions in or to Premises at Tenant's expense. If Landlord fails to relet
the Premises, or if the same is relet for less than the rent due from Tenant to
Landlord, Tenant will pay to Landlord as damages a sum equal to the sum of (x)
any costs incurred by Landlord in recovering possession of the Premises and
preparing the same for re-rental, and (y) the difference, if any, between the
rent reserved in this Lease and the amount, if any, realized from such

<PAGE> 5

reletting, net of all expenses thereof, as it becomes due for the shorter of
the period of such reletting or the remaining Lease Term.

Upon termination of this Lease or Tenant's right to possession
pursuant to this Section, Landlord may, at Landlord's option: (i) bring
summary proceedings against Tenant pursuant to the laws of Florida; (ii) let or
relet the Premises for the whole or any part of the remainder of the Lease Term
or for a longer period; (iii) collect all unpaid rent and other sums provided
in this Lease; and (iv) take any and all other action and pursue all other
rights and remedies provided at law or under this Lease. Out of any amount
received from reletting, Landlord shall pay to itself: the cost of retaking,
repairing and/or altering the Premises and removing all persons and property;
the cost sustained in securing any new tenants, and, if Landlord shall maintain
and operate the Premises, the cost and expense of operating and maintaining the
Premises; any balance remaining on account of the liability of Tenant to
Landlord for all rent unpaid by Tenant for the remainder of the Lease Term. No
termination of the Lease or reentry by Landlord, whether under summary
proceedings or otherwise, shall absolve or discharge Tenant from liability.
Each right and remedy of Landlord in this Lease shall be cumulative and shall
be in addition to every other right or remedy in this Lease or now or hereafter
existing at law. The exercise by Landlord of any one or more of the rights or
remedies shall not preclude the simultaneous or later exercise by Landlord of
any or all other rights or remedies under this Lease or at law.

SECTION 12. NOTICES. Whenever this Lease provides that notice,
demand, request, approval, exercise of an option or other communication
(collectively "Notice") shall or may be given to or served upon either of the
Parties by the other, each such Notice shall be in writing and shall be
effective for any purpose if given to or served upon the Party to be notified
by hand delivery, federal express (or other air courier service), Fax or by
mailing the same to such Party by registered or certified mail, postage
prepaid, return receipt requested. Any Notice shall be addressed to the Party
to be notified at the address set forth above or at such other address as such
Party may from time to time designate by Notice given to the other Party as
provided in this Section. Every Notice shall be deemed to have been given or
served upon the earlier of the date received (or the date upon which delivery
is attempted if receipt is refused) or on the third day following the day
deposited in the United States mails, postage prepaid, in the manner aforesaid.

SECTION 13. RELEASE UPON TRANSFER. Upon any transfer of the
Premises, the transferor shall be relieved of all obligations of Landlord
thereafter becoming due and it shall be deemed and construed without further
agreement between the Parties or between the Parties and the transferee that
such transferee has assumed and agreed to carry out any and all obligations of
Landlord, including, but not limited to, Tenant's option to purchase described
in Section 24.

SECTION 14. CAPTIONS. The captions used in this Lease are for
convenience and reference only and in no way define, limit or describe the
scope or intent of this Lease, or the Section to which they apply, nor in any
way affect this Lease.

SECTION 15. COST OF PERFORMANCE; CONSENTS. Except as otherwise
specifically indicated to the contrary, whenever it is indicated in this Lease
that Landlord or Tenant may, shall or will perform any act then such act shall
be performed at the sole cost and expense of the performing Party. Whenever it
is indicated that any action is subject to the consent or approval of any Party
such consent or approval may not be unreasonably withheld or delayed or
conditioned upon the payment of any consideration.

<PAGE> 6

SECTION 16. ENTIRE AGREEMENT; COUNTERPARTS.This Lease contains the
entire agreement between the Parties and cannot be changed or terminated
orally, but only by an instrument in writing executed by the Party against whom
enforcement is sought. It may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same instrument.

SECTION 17. SUCCESSORS AND ASSIGNS. The agreements, terms, covenants
and conditions contained in this Lease shall bind and inure to the benefit of
the Parties and their respective heirs, personal representatives, successors
and assigns in accordance with the terms of this Lease.

SECTION 18. GOVERNING LAW. This Lease shall be governed by and
construed in accordance with the laws of Florida. Any actions or disputes
related to this Lease or the rights, obligations or liabilities of the Parties
shall be commenced and held in Dade County, Florida.

SECTION 19. ESTOPPEL CERTIFICATES. Landlord and Tenant each agree,
as reasonably requested by the other Party, to execute and deliver to the
other, within 10 days of receipt of the request therefor, a statement
certifying that this Lease is in full force and effect and unmodified (or if
there have been modifications, stating the modifications), certifying the dates
to which the rent has been paid, stating whether or not, to the best knowledge
of the signer, the other Party is in breach in the performance of any of its
Lease obligations and, if so, specifying each such breach and furnishing such
other information as may be reasonably requested. It is intended that any
statement delivered pursuant to this Section may be relied upon by others with
whom the Party requesting such certificate may be dealing.

SECTION 20. RADON. Pursuant to Florida Statutes Section 404.056(8),
the following notice is given to Tenant: Radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over
time. Levels of radon that exceed federal and state guidelines have been found
in buildings in Florida. Additional information regarding radon and radon
testing may be obtained from your County Public Health Unit.

SECTION 21. ATTORNEYS FEES. In the event of any action or proceeding
between the Parties arising out of or related to this Lease, the prevailing
Party shall be entitled to recover against the non-prevailing Party the costs
incurred, including reasonable attorneys (and paralegal) fees at trial and upon
appeal.

SECTION 22. INDEMNIFICATION. Tenant will indemnify and hold harmless
Landlord against and from all liabilities, obligations, damages, penalties,
claims, charges and expenses, including reasonable attorneys' fees, which may
be imposed upon, incurred by or asserted against Landlord during the Lease Term
for: (a) any negligence on the part of Tenant or any of its agents,
contractors, servants, employees, licensees, invitees, tenants or occupants;
and (b) any injury or death to any person or damage to or loss of property
occurring in, on or about the Premises other than through the acts or
negligence of Landlord.

SECTION 23. ALTERATIONS. Tenant may, at any time and from time to
time, make changes, alterations, improvements and additions (collectively and
individually referred to as "Alterations") in or to the Premises at is sole
cost and expense, subject to the following:

(a) No permanent structures shall be undertaken without the prior
consent of Landlord, but Landlord's consent shall not be required for
improvements to the Premises for parking purposes, including, without
limitation, grading, graveling or paving and installation of parking lot
lighting.

<PAGE> 7

Provided, however, Tenant shall furnish Landlord with a copy of the plans and
specifications, as approved by Dade County Building and Zoning and the Property
Owners Association, upon commencement of such Alternations.

(b) Any Alterations shall be made promptly and in a workmanlike
manner and in compliance with all applicable legal requirements. Tenant will
obtain any necessary permits or authorizations. Landlord shall join in the
application for any permits or authorizations, if necessary, but shall be
indemnified and held harmless from and against any and all loss, expense,
liability and attorneys' fees resulting from such joinder.

(d) The cost of such Alterations shall be paid promptly so that
the Premises will at all times be free of liens for labor and materials.

(e) Tenant shall maintain during the period of such Alterations
workmen's compensation insurance covering all persons employed in connection
with the work being performed.

(f) The Alterations will be surrendered at the expiration of the
Lease Term in good condition, reasonable wear and tear and casualty damage
excepted, however, the Landlord shall have the option, in its sole discretion,
to demolish all or part of the Alterations to the Premises and restore all or
part of the Premises to its original condition at the commencement of the
Lease. Tenant shall pay for 100% of the reasonable costs incurred on
restorations for up to 50% of the Premises' total square footage plus the costs
to terminate electric and water service. Landlord shall provide Tenant with a
cost estimate for said restoration. After receiving Landlord's cost estimate,
Tenant shall have the option, in its sole discretion within 15 days of receipt
of Landlord's estimate, of securing an independent bid for restoration from a
reputable general contractor. Tenant shall be responsible for its portion of
renovation costs up to the amount of the most competitive bid that complies
with Dade County Building requirements.

SECTION 24. TENANT'S OPTION TO PURCHASE. As long as Tenant is not in
default under Section 11 above beyond any applicable grace period, Landlord
grants to Tenant the option to purchase ("Option") the Premises as is prior to
the expiration or earlier termination of this Lease. The Option may be
exercised by Tenant by giving notice to the Landlord at least 60 days prior to
expiration or termination of the Lease. The purchase price ("Purchase Price")
of the Premises shall be $275,000. Tenant acknowledges receipt of evidence of
Landlord's title, American Title Insurance Company, Owners Policy # 0114035
dated May 16, 1983 insuring title to the Premises for $248,000. The closing
shall be held within 90 days following the expiration or earlier termination of
the Lease, or at such other date agreed to by the Parties. If the closing
takes place prior to the expiration of the Lease Term as set forth under
Section 1 above, Tenant shall pay the balance, if any, of base rent due for any
remaining Lease Term at closing but Tenant shall be entitled to a credit
against the purchase price for all monthly payments of real estate taxes for
the calendar year in which the closing occurs. If the closing takes place
after the expiration of the Lease Term, Tenant agrees to pay Landlord a
prorated rental based on the rent set forth under Section 2 and Section 4
above, for the number of days following the expiration of the Lease Term up
until, but not including, the closing date. There shall be no real estate tax
prorations and Tenant shall pay the real estate tax. Tenant will be
responsible for payment of documentary stamps and surtax.

<PAGE> 8

Landlord will be responsible for payment of all brokerage commissions pursuant
to Landlord's separate agreement(s) with real estate broker(s). The Lease
shall be terminated at closing at Tenant's election. Except as provided for in
this Section 24, the terms of the sale and purchase shall be those contained in
the then current Florida Bar form of Contract for Sale and Purchase.

SECTION 25. SHORT FORM LEASE. Simultaneously with the execution of
this Lease or at any time thereafter, upon request of either of the Parties,
both Parties agree that they will promptly execute a Short Form Lease or
Memorandum of Lease which may be recorded and shall contain notice of Tenant's
option to purchase stating that said option shall terminate at the expiration
or earlier termination of the Lease unless Tenant exercises said option in
which event closing shall occur no later than 90 days after the expiration of
the Lease.

Signed, sealed and delivered LANDLORD
in the presence of: --------

Sign: /s/ Gary P. Simon
------------------------- /s/ Donald V. Mariutto
Print Name: Gary P. Simom ----------------------
------------------- DONALD V. MARIUTTO

Sign: /s/ Lisette Valdes
-------------------------
Print Name: Lisette Valdes /s/ Eugene L. Mariutto
------------------- ----------------------
(as to both parties EUGENE L. MARIUTTO
constituting Landlord)

TENANT
------

PRECISION RESPONSE CORPORATION,
a Florida corporation

Sign: /s/ Martin A. Schwartz
--------------------------
Print Name: Martin A. Schwartz By: /s/ Thomas C. Teper
------------------- ----------------------------
Vice President

Sign: /s/ Olga Apeland
-------------------------
Print Name: Olga Apeland
-------------------
(as to Tenant)

<PAGE> 9

EXHIBIT "A"

LEGAL DESCRIPTION OF PREMISES

Lot 7 in Block 3 of DEERWOOD PARK OF INDUSTRY SECTION ONE, according
to the plat thereof, recorded in Plat Book 118, at Page 31, of the
Public Records of Dade County, Florida.

<PAGE> 1
EXHIBIT 10.25
This instrument prepared by
and when recorded return to:
Martin A. Schwartz, Esq.
Rubin Baum Levin Constant
Friedman & Bilzin
2500 First Union Financial Center
Miami, Florida 33131-2336

ASSIGNMENT OF LEASE

THIS ASSIGNMENT dated as of April 30, 1996 made by PRECISION RESPONSE
CORPORATION, a Florida corporation, having an address at 1505 N.W. 167th
Street, Miami, Florida 33169 ("Assignor") to DEERWOOD REALTY PARTNERS, LTD., a
Florida limited partnership, having an address at 1505 N.W. 167th Street,
Miami, Florida 33169 ("Assignee").

TO HAVE AND TO HOLD the same to Assignee, Assignee's heirs, personal
representatives, successors and assigns forever.

<PAGE> 2

Assignor and Assignee have executed this instrument as of the day and year
first above written.

Signed, sealed and delivered ASSIGNOR:
in the presence of:
PRECISION RESPONSE CORPORATION, a
Florida corporation

Sign: /s/ Joann M. Bogdansky
--------------------------
Print Name: Joann M. Bogdansky
--------------------

Sign: /s/ Susan M. Wigton By: /s/ David Epstein
--------------------------- ------------------------
Print Name: Susan M. Wigton David Epstein, President
--------------------
(As to Assignor)

ASSIGNEE:

DEERWOOD REALTY PARTNERS, LTD., a Florida
limited partnership

Sign: /s/ Joann M. Bogdansky
--------------------------
Print Name: Joann M. Bogdansky
-------------------- By: DEERWOOD REALTY PARTNERS, INC.,
Florida corporation, General Partner
Sign: /s/ Susan M. Wigton
--------------------------
Print Name: /s/ Susan M. Wigton
--------------------
(As to Assignee)
By: /s/ Mark J. Gordon
-------------------------
Mark J. Gordon, President

<PAGE> 3

ACKNOWLEDGEMENTS
----------------

STATE OF FLORIDA )
) SS:
COUNTY OF DADE )

The foregoing instrument was acknowledged before me this 30th day of
April, 1996, by David Epstein, as President of Precision Response Corporation,
a Florida corporation, on behalf of said corporation. He is personally known
to me or has produced a Florida driver's license as identification.

Sign Name: /s/ Esther Hernandez
-------------------------
Print Name: Esther Hernandez
------------------------
My Commission Expires: NOTARY PUBLIC

Serial No. (none, if blank):
-----------

[NOTARIAL SEAL]

STATE OF FLORIDA )
) SS:
COUNTY OF DADE )

The foregoing instrument was acknowledged before me this 30th day of
April, 1996, by Mark J. Gordon, as President of Deerwood Realty Partners, Inc.,
a Florida corporation, general partner of Deerwood Realty Partners, Ltd., a
Florida limited partnership on behalf of such corporation and such limited
partnership. He is personally known to me or has produced a Florida driver's
license as identification.

Sign Name: /s/ Esther Hernandez
-------------------------
Print Name: Esther Hernandez
------------------------
MY Commission Expires: NOTARY PUBLIC

Serial No. (none, if blank):
------------

[NOTARIAL SEAL]

<PAGE> 4

SCHEDULE A

DESCRIPTION OF LEASE

Lease Agreement and Option to Purchase Real Property dated January 25,
1996 ("Lease") between Donald V. Mariutto and Eugene L. Mariutto, together, as
landlord, and Precision Response Corporation, as tenant, for premises located
in Dade County, Florida, a short form of which Lease was recorded in Official
Records Book 17073, Page 0663 of the Public Records, Dade County, Florida.

<PAGE> 5

EXHIBIT A

DESCRIPTION OF PROPERTY

Lot 7 in Block 3 of DEERWOOD PARK OF INDUSTRY SECTION ONE,
according to the plat thereof, recorded in Plat Book 118, at Page
31, of the Public Records of Dade County, Florida.

<PAGE> 1
EXHIBIT 10.26

RECITALS:

A. Sub-Landlord is tenant under a lease dated January 25, 1996
annexed as Exhibit "A" (the "Lease") between Donald V. Mariutto and Eugene L.
Mariutto ("Landlord") and Precision Response Corporation by Assignment of Lease
dated April 30, 1996 (the "Assignment");

The parties agree as follows:

1. Term. Sub-Landlord subleases to Tenant, and Tenant hires from
Sub-Landlord, the Demised Premises for a term commencing on May 1, 1996 and
terminating on January 30, 1999.

2. Rent. Tenant covenants and agrees to pay to Sub-Landlord as
rent, the sum of $27,500 per annum in monthly installments of $2,291.66 plus
one twelfth of applicable real estate taxes in advance on the first day of each
month, without deduction, offset, prior notice or demand.

Tenant also agrees to pay to Sub-Landlord as additional rent: (i)
amounts equal to all amounts which may be payable from time to time by
Sub-Landlord to Landlord pursuant to the provisions of the Lease, including
specifically the additional charges set forth in Section 4 of the Lease; and
(ii) all amounts, sums, charges or other payments which may be payable under
this Sublease.

All rent and additional rent payable under the Sublease shall be
payable to Sub-Landlord at the above address or at such other address as
Sub-Landlord may from time to time designate.

3. Incorporation of Lease. (a) To the extent not inconsistent with
the terms of this Sublease, the terms of the Lease are incorporated into this
Sublease by reference and shall apply and constitute a part of this Sublease as
though set forth at length in the Sublease, with, where applicable, Deerwood
Realty Partners, Ltd. being substituted for the "Landlord" and Precision
Response Corporation being substituted for the "Tenant".
<PAGE> 2

(b) Notwithstanding anything in the Sublease to the
contrary, the provisions of Section 24 of the Lease are not incorporated into
the Sublease and Tenant shall have no right to purchase the Demised Premises.

(c) All provisions of the Lease referring to consent or
approval of Landlord shall be deemed to refer to the consent or approval of
Landlord and Sub-Landlord.

5. (a) The parties agree that Tenant accepts the Demised
Premises in their "AS IS" condition. Sub-Landlord will not furnish any
materials to Tenant nor perform any work, repairs or alterations prior to or
during the term of this Sublease (the furnishing of such materials and
performance of such work, repairs or alterations is collectively the "Work"),
Tenant waives all rights it may have against Sub-Landlord and Landlord with
respect to the Work.

2
<PAGE> 3

(b) Tenant acknowledges that electricity, gas, water and
plumbing, and all other services or building systems serving the Demised
Premises (individually and collectively the "Services") and the repairs,
restorations, alterations and replacements of the Services and structural
portions of the Demised Premises (individually and collectively the "Repairs")
are to be furnished or made by Tenant, Landlord or independent utility
companies serving the Demised Premises and not by Sub-Landlord.

6. Tenant shall not make or cause to permit to be made any
alterations, additions, installations, substitutions or improvements
(collectively the "Changes and Alterations"), in, on or to the Demised Premises
without written consent of Sub-Landlord and Landlord. Sub-Landlord agrees to
not unreasonably withhold consent. Notwithstanding the preceding two
sentences, Tenant may improve the Demised Premises for use as a parking area by
grading, compacting and graveling or paving the Demised Premises. All Changes
and Alterations are and shall be deemed to immediately become part of the
Demised Premises.

7. Tenant shall not assign this Sublease or further sublet the
Demised Premises without the prior written consent of Sub-Landlord, which shall
not be unreasonably withheld, and the consent of Landlord, if required under
the terms of the Lease. Notwithstanding the foregoing, Tenant may, without
Sub-Landlord's or Landlord's consent, assign or sublet the Demised Premises to
any corporation which is a parent or wholly-owned subsidiary of Tenant or to a
corporation where the principals or shareholders of Tenant own 51% or more of
the outstanding voting stock, or to any corporation which succeeds to the
business of Tenant by reason of merger, consolidation or purchase of
substantially all of the assets of Tenant provided that the net worth of the
successor or the surviving corporation is no less than the net worth of Tenant
as of the date of execution of the Lease. If Tenant is a corporation, any
dissolution, merger, consolidation or other reorganization of such corporation,
or any pledge of the corporate stock or any sale or other transfer of a
controlling interest of the corporate stock of Tenant, or, if Tenant is a
partnership, any transfer of a controlling partnership interest, shall
constitute an assignment of this Sublease for all purposes of this Section 7,
except that the consent of Sub-Landlord shall not be required to any merger,
consolidation or reorganization if the surviving corporation has a net worth at
least equal to the net worth of Tenant on the date of this Sublease.

3
<PAGE> 4

8. Tenant shall provide and maintain in full force and effect the
insurance required pursuant to Section 5 of the Lease which such insurance
shall name Landlord and Sub-Landlord as insureds.

9. Tenant has deposited with Landlord the sum of $5,000.00 as
security for the faithful performance and observance of the terms of the Lease.
In the event that Tenant defaults under this Sublease, including but not
limited to the payment of rent or additional rent under the Sublease, Landlord
or Sub-Landlord may use, apply or retain the whole or any part of the security
so deposited to the extent required for the payment of any rent or additional
rent or any sum Sub-Landlord may expend or be required to expend by reason of
Tenant's default under this Sublease, including but not limited to, any damages
or deficiency in the reletting of the Demised Premises, whether such damages or
deficiency accrued before or after summary proceedings or other re-entry by
Sub-Landlord. In the event that Tenant shall fully and faithfully comply with
all of the terms of this Sublease, the security, without interest, shall be
returned to Tenant promptly after the date fixed as the end of this Sublease,
but only after delivery of possession of the Demised Premises to Sub-Landlord
and the return of the security deposit by Landlord to Sub-Landlord. Tenant
shall not assign or encumber or attempt to assign or encumber the moneys
deposited and neither Sub-Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance. The provisions of Section 3 of the Lease shall apply with respect
to transfers of the security deposit under the Sublease in connection with the
assignment of Sub-Landlord's interest as tenant under the Lease.

4
<PAGE> 5

Sublease arising or to be performed after the date of such assignment or
assignments, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the assignee of any such assignment or assignments, that the assignee has
assumed and agreed to carry out any and all covenants and obligations of
Sub-Landlord except as otherwise set forth in this Sublease, arising or to be
performed under this Sublease after the date of such assignment or assignments.

Sub-Landlord and Tenant have duly executed this Sublease the day and
year first above written.

SUB-LANDLORD

DEERWOOD REALTY PARTNERS, LTD., a
Florida limited partnership

By: DEERWOOD REALTY PARTNERS, INC.,
a Florida corporation, General Partner

By: /s/ Mark J. Gordon
-----------------------------------
Mark J. Gordon, President

5
<PAGE> 6

TENANT

PRECISION RESPONSE CORPORATION, a
Florida corporation

By: /s/ David Epstein
-----------------------------------
David Epstein, President

6
<PAGE> 7

STATE OF FLORIDA )
) SS:
COUNTY OF DADE )

Sign Name: /s/ Jo Ann M. Bogdansky
-------------------------
Print Name: Jo Ann M. Bogdansky
------------------------
My Commission Expires: 10/16/96 NOTARY PUBLIC
Serial No. (none, if blank): CC238383
--------

[NOTARIAL SEAL]

STATE OF FLORIDA )
) SS:
COUNTY OF DADE )

Sign Name: /s/ Jo Ann M. Bogdansky
-------------------------
Print Name: Jo Ann M. Bogdansky
------------------------
MY Commission Expires: 10/16/96 NOTARY PUBLIC
Serial No. (none, if blank): CC238383
--------

[NOTARIAL SEAL]

7
<PAGE> 8

EXHIBIT A

LEASE BETWEEN DONALD V. MARIUTTO AND EUGENE L. MARIUTTO
AND
PRECISION RESPONSE CORPORATION
dated January 25, 1996

<PAGE> 1
EXHIBIT 15.1

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: Precision Response Corporation
Registration on Form S-1

We are aware that our report, dated April 29, 1996, except for the second
paragraph of Note 4 as to which the date is May 1, 1996, on our review of
interim financial information of Precision Response Corporation for the three
month periods ended March 31, 1996 and 1995 is included in this registration
statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the registration statement prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

Miami, Florida
May 6, 1996

<PAGE> 1

EXHIBIT 16.1

May 6, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read the statements made by Precision Response Corporation (copy
attached), which we understand will be filed with the Commission, as part of the
Company's Registration Statement on Form S-1. We agree with the statements
concerning our Firm in such Form S-1.

Very truly yours,

/s/ Gurland & Goldberg, P.A.

GURLAND & GOLDBERG, P.A.

<PAGE> 2
STATEMENT IN "INDEPENDENT PUBLIC ACCOUNTANTS" SECTION OF PROSPECTUS FILED AS
PART OF REGISTRATION STATEMENT FILED ON FORM S-1 MADE PURSUANT TO ITEM 304 OF
REGULATION S-K

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 of our
report dated March 11, 1996, except for the second paragraph of Note 4 as to
which the date is May 1, 1996, on our audit of the financial statements and
financial statement schedule of Precision Response Corporation. We also consent
to the reference to our firm under the captions "Selected Financial and
Operating Data" and "Independent Public Accountants."

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

Miami, Florida
May 6, 1996

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-1 of our
report dated March 17, 1995, on our audits of the financial statements and
financial statement schedule of Precision Response Corporation. We also consent
to the reference to our firm under the captions "Selected Financial and
Operating Data" and "Independent Public Accountants."

/s/ Gurland & Goldberg, P.A.

Gurland & Goldberg, P.A.

Hallandale, Florida
May 6, 1996

<ARTICLE> 5
<LEGEND>
PRECISION RESPONSE CORPORATION Financial Data Schedule
The schedule contains summary financial information from the Company's
financial statements as of and for the year ended December 31, 1995 and the
three-month period ended March 31, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>

<S> <C> <C>
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-START> JAN-01-1995 JAN-01-1996
<PERIOD-END> DEC-31-1995 MAR-31-1996
<CASH> 266794 51393
<SECURITIES> 0 0
<RECEIVABLES> 6676844 9663723
<ALLOWANCES> 60000 75000
<INVENTORY> 0 0
<CURRENT-ASSETS> 7338505 9941021
<PP&E> 8560893 9451391
<DEPRECIATION> 3277061 3606044
<TOTAL-ASSETS> 12713262 15921728
<CURRENT-LIABILITIES> 5973106 6613585
<BONDS> 3924135 5894433
0 0
0 0
<COMMON> 100 100
<OTHER-SE> 2815921 3413610
<TOTAL-LIABILITY-AND-EQUITY> 12713262 15921728
<SALES> 0 0
<TOTAL-REVENUES> 30203989 11648811
<CGS> 0 0
<TOTAL-COSTS> 28012461 10743652
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 364748 15000
<INTEREST-EXPENSE> 372093 136435
<INCOME-PRETAX> 1455687 753724
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 1455687 753724
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1455687 753724
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0

</TABLE>