WITNESSETH:

                          AMENDMENT TO CREDIT AGREEMENT

THIS  AMENDMENT TO CREDIT  AGREEMENT,  made this 29th day of May,  1997,  by and
between THE SOURCE COMPANY (the "Borrower") and WACHOVIA BANK OF NORTH CAROLINA,
N.A. (the "Bank");

                                   WITNESSETH:

WHEREAS the Borrower and the Bank entered into a Credit Agreement dated the
Fourteenth day of November, 1996; and

WHEREAS  the  Borrower  and the Bank  now  mutually  desire  to  effect  certain
amendments to the Credit Agreement;

NOW,  THEREFORE in consideration of the promises and the mutual covenants herein
and in the Credit Agreement contained, the parties agree as follows:

I.  Sub-section B of the  Definition of "Tangible Net Worth" as shown on Page 12
of the Credit Agreement is hereby amended and restated to read as follows:

                  (B)      All assets  which  would be  treated  as  intangibles
                           under  generally  accepted   accounting   principles,
                           including   without   limitation   goodwill  (whether
                           representing  the  excess of cost over book  value of
                           assets acquired, or otherwise,  with the exception of
                           goodwill  generated  from any  transaction  occurring
                           after  November 14, 1996 which is approved in writing
                           by the  Bank),  trademarks,  tradenames,  copyrights,
                           patents  and   technologies,   and  unamortized  debt
                           discount and expenses.

Except as herein amended, the terms and provisions of the Credit Agreement shall
be and remain in full force and effect.

IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to the Credit
Agreement to be executed as of the year and the day first above written.

                                        CONSENTED TO AND AGREED:

                                        THE SOURCE COMPANY


                                        By: /s/ S. Xxxxxx Xxxxxx
                                            Chairman and Chief Executive Officer

                                        ATTEST:

[CORPORATE SEAL]                        By: /s/ W. Xxxxx Xxxxxxx
                                            Assistant Secretary

                                        WACHOVIA BANK, N.A.

                                        By: /s/ Xxxx Xxxxxxx
                                            Vice President