METROPOLITAN
                              LIFE INSURANCE
                                TERM SHEET

JUNIOR SUBORDINATED
INDEBTEDNESS:

                    Capitalized terms used herein without definition shall
                    have the meanings assigned to such terms in the Amended
                    and Restated Note Agreement dated as of February 8, 2000.

                    The Company shall issue, for cash at par, $12,200,000 of
                    Junior Subordinated Debt provided by (or guaranteed by)
                    Wind Point Partners and other equity investors in the
                    Company, on terms and conditions, including subordination
                    terms, reasonably acceptable to the Required Holders. The
                    Junior Subordinated Debt will bear interest at a rate per
                    annum equal to Prime, with interest being paid-in-kind so
                    long as the Notes are outstanding. The Junior
                    Subordinated Debt will be deemed indebtedness for
                    financial covenant calculations. The Company may use the
                    revolving credit facility under the Senior Credit
                    Agreement to redeem, in whole or, in part, on not more
                    than 3 occasions, the principal and accrued interest of
                    the Junior Subordinated Debt (and such principal and
                    interest may only be redeemed in accordance with these
                    provisions), any such redemption to occur within 10 days
                    after the holders of the Notes receive the financial and
                    covenant compliance package for the applicable measurement
                    date set forth below, subject to the following:

                    (i)                     Before and after giving effect to
                          such payment, no Default or Event of Default shall
                          exist;

                    (ii)  After giving effect to the payment:

                          (a) The Company has minimum availability under the
                              revolving credit facility of the Senior Credit
                              Agreement of not less than the applicable
                              amount set forth below.

                          (b) As of the following measurement dates, senior
                              leverage ratio (defined as average senior debt
                              to adjusted EBITDA) must be less than or equal
                              to the ratios identified below for the twelve
                              month period ending as of the applicable
                              measurement date, assuming for such purpose
                              that the revolving loan proceeds were funded on
                              the first day of such twelve month period:



                          MEASUREMENT           SENIOR              MINIMUM
                             DATE            LEVERAGE RATIO       AVAILABILITY
                             ----            --------------       ------------
                                                            
                            3/31/01              3.20x            $10,000,000
                           12/31/01              3.10x            $21,000,000
                            6/30/02              2.90x            $15,000,000*


                          * reduced by the amount of any excess cash flow
                          payment for calendar year 2001 made in the calendar
                          year 2002.

                    (iii) The Company shall have demonstrated to the
                          reasonable satisfaction of the Required Holders
                          that the Company will



                          be in compliance on a prospective basis, based on
                          projections delivered to the holders of the Notes
                          and agreed to by the Required Holders in their
                          reasonable discretion, for each of the next 4
                          financial covenant testing dates.


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