Exhibit 10 (xvi)

                 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

         This Second Amendment to Loan and Security Agreement is made this 12th
day of September, 2001 by and between CONGRESS FINANCIAL CORPORATION, a Delaware
corporation ("Lender") and BONTEX, INC., a Virginia corporation ("Borrower").

                                    RECITALS

         Borrower and Lender entered into a certain Loan and Security Agreement
dated January 26, 2000 (together with all amendments, modifications, addenda and
supplements, the "Loan Agreement") and related documents, evidencing certain
financing arrangements between Lender and Borrower as more particularly
described therein.

         Borrower and Lender entered into an Amendment to Loan and Security
Agreement on November 13, 2000 (the "First Amendment").

         Borrower has requested certain additional modifications to the terms
and conditions of the Loan Agreement. Lender is willing to make the said
modifications, subject to the terms and conditions of this Amendment
("Amendment").

         In addition, Borrower is not in compliance with certain financial
covenants in the Loan Agreement and has requested Lender to waive such
noncompliance, and Lender has agreed to such waiver in accordance with the terms
of this Amendment.

         NOW, THEREFORE, in consideration of the mutual conditions and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree, as of the date hereof (unless an earlier date is specified
herein), that the Loan Agreement is amended, as follows:

         1.       DELETED PROVISIONS.  The following provisions of the Loan
Agreement are hereby deleted:

                  (a)      Section 1.14 and all references in the Loan Agreement
 to "Eurodollar Rate Loans";

                  (b)      Section 1.15, and all references in the Loan
Agreement to "Eurodollar Rate";

                  (c)      Section 1.22, and all references in the Loan
Agreement to "Interest Period";

                  (d)      Section 3.1(b) and 3.1(c); and

                  (e)      Section 3.5.




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         2.       AMENDMENT TO REVOLVING LOAN PROVISIONS.

                  (a)      Section 2.1 of the Loan Agreement is hereby amended
to read as follows:

                           "2.1     Revolving Loans.

                           (a) Subject to and upon the terms and conditions
                  herein, Lender agrees to make Revolving Loans to Borrower from
                  time to time in amounts requested by Borrower in an aggregate
                  amount equal to the sum of:

                                    (i)   eighty-five percent (85%) of the Net
                  Amount of Eligible Accounts, plus

                                    (ii)  eighty-five percent (85%) of the Net
                  Amount of eligible Letter of Credit Accounts, plus

                                    (iii) the lesser of: (A) the sum of (I) the
                  lesser of eighty-five percent (85%) of the net orderly
                  liquidation value or fifty-six percent (56%) of the Value of
                  Eligible Inventory consisting of finished goods (but not to
                  exceed $750,000) plus (II) the lesser of eighty-five (85%) of
                  the net orderly liquidation value or twelve percent (12%) of
                  the Value of Eligible Inventory consisting of raw materials
                  for such finished goods (but not to exceed $250,000); or (B)
                  One Million Dollars ($1,000,000); less

                                    (iv)  any Availability Reserves."

                  (b)      Section 2.3, as amended, of the Loan Agreement is
hereby further amended by deleting the amount "$425,000", and substituting in
lieu thereof the amount "$400,000".

         3.       INTEREST RATE.  Section 1.23 of the Loan Agreement is hereby
amended to read as follows:

                  "1.23 "Interest Rate" shall mean, as to Prime Rate Loans, a
rate of two percent (2.0%) per annum in excess of the Prime Rate, whether such
rate is higher or lower than any rate previously quoted to Borrower."

         4.       AMENDMENT TO COLLATERAL REPORTING PROVISIONS

                  (a)      Subsection 7.3(d) of the Loan Agreement is hereby
amended by deleting the word "once" and substituting in lieu thereof the word
"twice".

                  (b)      Subsection 7.4(a) of the Loan Agreement is hereby
amended to read as follows:

                           "(a) upon Lender's request, Borrower shall, at its
expense, no more than



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once in any twelve (12) month period, but at any time or times as Lender may
request on or after an Event of Default, deliver or cause to be delivered to
Lender written reports or appraisals as to the Equipment in form, scope and
methodology acceptable to Lender and by an appraiser acceptable to Lender;"

         5.       NET WORTH COVENANT.  Section 9.14 of the Loan Agreement is
hereby amended to read as follows:

                  "9.14.   Adjusted Tangible Net Worth. Borrower shall
                           continuously maintain Adjusted Tangible Net Worth of
                           not less than Five Million Dollars ($5,000,000) from
                           July 1, 2001 through December 31, 2001, not less than
                           Five Million Two Hundred Fifty Thousand Dollars
                           ($5,250,000) from January 1, 2002 through March 31,
                           2002, and Five Million Five Hundred Thousand Dollars
                           ($5,500,000) from April 1, 2002 and at all times
                           thereafter."

         6.       FEE. This Amendment is conditioned on the payment by Borrower
to Lender of a loan modification supplemental closing fee of $20,000, which
shall be fully earned as of the date hereof. Borrower authorizes Lender to
extend a Revolving Loan for such supplemental closing fee, subject to the terms
and conditions contained in the Loan Agreement.

         7.       COVENANT NONCOMPLIANCE WAIVER. Borrower acknowledges that as
of the date of this Amendment, Borrower is not in compliance with the
requirements of Section 9.14 of the Loan Agreement. Effective upon payment in
full of the amount set forth in Section 6 hereof, and in consideration thereof,
Lender waives such noncompliance through June 30, 2001. Lender's agreement to
waive such noncompliance shall not constitute a waiver of any other event which
may constitute an Event of Default or obligate Lender to any future waiver of
any Event of Default.

         8.       REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to, and covenants with, Lender as follows, which representations,
warranties and covenants are continuing and shall survive the execution and
delivery hereof, and the truth and accuracy of, or compliance with each,
together with the representations, warranties and covenants in the other
Financing Agreements, being a continuing condition of the making of Loans by
Lender to Borrower:

                  (a)      No Event of Default exists, and, with the exception
of those matters described in Schedule A attached hereto (which disclosure shall
not be construed as Lender's waiver of such Event of Default), no act, condition
or event which with notice or passage of time or both would constitute an Event
of Default exists or has occurred as of the date of this Amendment (after giving
effect to the amendments to the Loan Agreement made by this Amendment);

                  (b)      This Amendment has been duly executed and delivered
by Borrower and is in full force and effect as of the date hereof and the
agreements and obligations of Borrower contained herein constitute legal, valid
and binding obligations of Borrower enforceable against Borrower in accordance
with their respective terms;



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                  (c)      Borrower has taken all necessary corporate action to
authorize the execution, delivery and performance of this Amendment;

                  (d)      This Amendment is, or when executed by Borrower and
delivered to Lender, will be, duly executed and constitute a valid and legally
binding obligation of Borrower, enforceable against Borrower in accordance with
its terms; and

                  (e)      The execution by Borrower and delivery to Lender of
this Amendment is not and will not be in contravention of any order of any court
or other agency of government, law or any other indenture or agreement to which
wither Borrower is bound or the Articles of Incorporation or bylaws of Borrower
to be in conflict with, or result in a breach of, or constitute (with due notice
and/or passage of time) a default under any such indenture, agreement or
undertaking or result in the imposition of any lien, charge, encumbrance of any
nature on any property of Borrower.

         9.       Except as expressly amended herein, the terms and conditions
of the Loan Agreement are hereby reaffirmed and ratified in all respects, and
Borrower reaffirms each of the representations and warranties under the Loan
Agreement made by it, as if said representations and warranties were made and
given on and as of the date hereof.

         10.      This Amendment may be executed in any number of counterparts
and by different parties on separate counterparts (including by facsimile
transmission of executed signature pages hereto), each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
agreement. This Amendment shall become effective upon the execution and delivery
of a counterpart hereof by each of the parties hereof.

         IN WITNESS WHEREOF, Lender and Borrower have caused these presents to
be duly executed on and as of the date and year first above written.



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LENDER                                             BORROWER
------                                             --------
CONGRESS FINANCIAL                                 BONTEX, INC.
  CORPORATION


By:  /s/ Cindy B. Denbaum                          By: /s/ Jeffrey C. Kostelni
Title: VP                                          Title: CFO

Address:                                           Address:
-------                                            -------

1133 Avenue of the Americas                        One Bontex Drive
New York, NY 10036                                 Buena Vista, Virginia 24116




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                                   SCHEDULE A

1.       Tax Issue at Bontex SA:

         During fiscal year 2000, the Ministere Des Finances, the Belgian tax
authority, completed an examination of Bontex S.A.'s, the Company's Belgian
subsidiary, tax returns for 1997, 1998 and 1999 and extended the tax examination
to 1995 and 1996 based on certain items. Bontex S.A. has received notices of
proposed tax adjustments to these tax returns. The proposed tax adjustments
arise from items which are considered disallowed expenses by tax authorities,
including commissions paid to certain distributors and clients, certain travel
expenses and various smaller items including allowances for doubtful receivables
and certain insurance premiums. The proposed tax adjustments by the Belgian
authorities approximate $820,000. The Company believes, based in part on written
opinion of external counsel, it has meritorious legal defenses to many of the
claims and the Company intends to defend such claims. The Company's best
estimate of the most likely amount payable for the foregoing tax matters is
$239,000, and accordingly, a provision for this amount has been accrued at June
30, 2001 and 2000. Similar deductions relating to the year ended June 30, 2000
that in light of the current information may be disallowed have been treated as
disallowed expenses in the calculation of the current year's tax provision. The
Company's actual liability pursuant to the foregoing examination may exceed
$239,000, and such excess liability could adversely affect the Company's
financial condition.


2.       Normal EPA matters:

         As with other related manufacturers, the Company is subject to
regulations by various federal, state, foreign and local agencies concerning
compliance with environmental control statutes. These regulations impose
limitations on the use of chemicals in manufacturing processes and discharge of
effluent and emissions into the environment, and establish standards for solid
and hazardous waste disposal, treatment, and storage, as well as require the
Company to obtain and operate in compliance with the conditions of environmental
permit. The Company believes that it is in substantial compliance with such
existing domestic and foreign environmental statues and regulations. Failure to
comply with applicable environmental control standards could result in
interruption of operations or could require additional expenditures at these
facilities.

         In recent years, various agencies have increased their screening and
testing the effects of chemicals or mixtures, including those that occur
naturally. The Company's product formulations, in some instances, may include
compounds that are or will be subject to these tests. The Company continually
devotes significant resources to improve product formulation for, among other
things, comfort, health, cost, quality and other performance features.

         The Company has made and intends to continue to make capital
investments, operating expenditures, and production adjustments in connection
with compliance with environmental laws and regulations. Since the Company is
essentially comprised of two fiberboard plants, Bontex USA and Bontex S.A.,
water quality discharge remains the primary environmental concern. Both plants
are operating new waste water treatment facilities, which the Company believes
to be operating

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within compliance of applicable environmental requirements. Also, the actual
costs of future environmental compliance may differ from projected costs due to,
among other things, continued emergence of newer environmental laws and
regulations and improving efficiencies in environmental control or process
technology developments.

         Bontex USA received a renewal of its 5-year wastewater discharge permit
on April 2, 2001. The new permit allows for an average of discharge limits that
were previously point limits. In addition, the zinc limit was removed from the
permit by the regulatory authorities as zinc was deemed not to be a component
significantly contributing to wastewater impact. The new permit will require the
Company to expand its wastewater treatment facility to increase the capacity of
its equalization tank. The Company expects to start the expansion this Summer
and complete it by the end of the calendar year. Prior to receiving the new
permit, the Company had received a Notice of Violation from the Virginia
Department of Environmental Quality (DEQ) dated March 14, 2001 regarding its
discharge of wastewater. In general, DEQ stated in the Notice of Violation that
it had reason to believe that the Company's plant in Buena Vista, Virginia, may
be out of compliance with wastewater discharge limitations. The Company expects
that this notice of Violation will result in a consent agreement with DEQ but
will not result in monetary damages that would have a material adverse effect on
the Company's financial condition, liquidity or results of operations.




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