Exhibit 10 (vii)  

(Seal of Commonwealth of Virginia Department of Environmental Quality)

                    COMMONWEALTH of VIRGINIA
               DEPARTMENT OF ENVIRONMENTAL QUALITY

                          CONSENT ORDER
                          -------------

                              WITH
                              ----

                  GEORGIA BONDED FIBERS, INC.,
                          d/b/a BONTEX
                        One Bontex Drive
                   BUENA VISTA, VIRGINIA 24416
                     Registration No. 20342

SECTION A:  Purpose
------------------

     To establish a plan of corrective action for Georgia Bonded Fibers,
Inc., d/b/a Bontex, to comply with State Air Pollution Control Board
Regulations for the Control and Abatement of Air Pollution and applicable
conditions of Bontex's Stationary Source Permit.

SECTION B:  References
---------------------

     Unless the context indicates otherwise, the following words and terms
have the meanings assigned to them below:

     1.   "Va. Code" means the Code of Virginia (1950), as amended.

     2.   "Board" or "SAPCB" means the State Air Pollution Control Board, a
          Citizens' Board of the Commonwealth of Virginia described in Va.
          Code Section 10.1-1301 and Section 10.1-1184.  Particular powers
          and duties of the Board are referred to in Section C of this
          document.

     3.   "Order" means this Consent Order.

     4.   "SAPCB Regulations" means the "State Air Pollution Control Board
          Regulations for the Control and Abatement of Air Pollution," VR
          120-01-01 et seq.

     5.   "Department" means the Department of Environmental Quality, an
          agency of the Commonwealth described in Va. Code
          Section 10.1-1183.

     6.   "Director" means the Director of the Department, whose powers and
          duties are prescribed in Va. Code Section 10.11185.

     7.   "Bontex" refers to Georgia Bonded Fibers, Inc., One Bontex Drive,
          Buena Vista, Virginia 24416, a fiberboard plant located in
          Rockbridge County, Virginia.

     8.   "DEQ staff" refers to the Department of Environmental Quality -
          Regional Office staff.

     9.   "The Permit" means the Stationary Source Permit to Relocate and
          Operate two Keeler gas and/or distillate oil-fired boilers issued
          by DEQ staff to Bontex on April 29, 1993.
<PAGE>
Agreement with Bontex
Registration No. 20342
Page 2

SECTION C:  Authority
---------------------
     1.   Chapter 13 of Title 10.1 of the Code creates the Board and vests
          in it the authority to supervise and control various aspects of
          air pollution in the Commonwealth. Among the Board's powers are
          the authority to promulgate regulations "abating, controlling and
          prohibiting" air pollution, found in Va. Code Section 10.1-1308
          and Section 10.1-1184, and the power to issue permits for
          stationary air pollution sources, found at Va. Code
          Section 10.1-1322.

     2.   Pursuant to its authority, the Board has promulgated the SAPCB
          Regulations, VR 120-01-01 et seq., which first took effect
          March 17, 1972, and have been amended.

     3.   Pursuant to Va. Code Sections 10.1-1307(D), 10.1-1309, and
          10.1-1184, the Board has the authority to issue orders to
          diminish or abate the causes of air pollution and to enforce its
          rules and regulations.  Orders of the Board are enforceable
          pursuant to Va. Code Section 10.1-1316.

     4.   The Director is the executive officer of the Board. Under Va.
          Code Section 10.1-1185, the Director performs those duties
          required of him by the Board.  Those powers and duties conferred
          and imposed upon the Director under Va. Code Section 10.1-1307.3
          are continued under Va. Code Section 10.1-1185.  Va. Code
          Section 10.1-1187 states:

               The conditions, requirements, provisions, contents,
               powers, and duties of any section, article, or
               chapter of the Code in effect on March 31, 1993,
               relating to those agencies consolidated in this act
               shall apply to the Department of Environmental
               Quality until superseded by new legislation.

     5.   Under Va. Code Section 10.1-1307.3, the Director is authorized to
          supervise, administer and enforce the provisions of Chapter 13 of
          Title 10.1 of the Code, as well as the rules, regulations, and
          orders of the Board. Additionally, the Director has such powers
          as are conferred upon him by the Board.  The SAPCB Regulations
          Appendix F contains the Delegation of Authority from the Board to
          the Director.  In Paragraph II (A) of Appendix F, the Director is
          given the authority to act to abate or control air pollution,
          approve consent agreements and consent orders, and perform other
          duties as prescribed by law or regulation and, as required, to
          carry out the policies and directives of the Board.

SECTION D:  Findings
--------------------
     1.   Part IV of the SAPCB Regulations sets emissions standards for
          visible emissions and fugitive dust/emissions. 
          Section ###-##-#### prohibits the discharge of visible emissions
          with greater than 20% opacity, except for one 6-minute period in
          any one hour of not more than 60% opacity.

     2.   On February 26, 1991, State Air Pollution Control Board staff
          issued a Notice of Exceedence to Georgia Bonded Fibers for a
          violation of the opacity standard observed on February 7, 1991,
          at the boiler stack.
<PAGE>
Agreement with Bontex
Registration No. 20342
Page 3

     3.   On April 29, 1993, the Department of Environmental Quality issued
          a Stationary Source Permit to Relocate and Operate two Keeler gas
          and/or distillate oil-fired boilers serving the plant.  Condition
          5 of the Permit limits visible emissions from the boiler stack. 
          Such emissions shall not exceed 10% opacity except during one
          6-minute period in any one hour in which visible emissions shall
          not exceed 20% opacity.

     4.   Since issuance of the Permit, DEQ staff have observed emissions
          of 100% opacity from the boiler stack on at least 2 occasions. 
          Bontex believed the apparent violation observed by DEQ staff on
          October 19, 1993, was caused by a malfunctioning oil-fired
          burner, and the company was in the process of replacing the
          burner with a gas-fired burner.  The second apparent violation,
          documented by DEQ staff on April 5, 1994, occurred while Bontex
          was developing corrective action measures to decrease visible
          emissions from the coating process.  DEQ staff have met with
          Bontex to discuss these recurring violations, and issued a Letter
          of Admonition to the company on January 24, 1996.

     5.   Bontex submitted a corrective action plan on November 29, 1995,
          for resolving the opacity problem caused by the PVC process on
          the coating line.  DEQ staff have reviewed and approved the plan,
          which has been incorporated into Appendix A of this Consent
          Order.

SECTION E:  Agreement and Order
-------------------------------
     Accordingly, the Board orders and Bontex agrees that:

     1.   As part of its ongoing effort to minimize visible emissions,
          Bontex shall implement the 18-month schedule of compliance set
          out in Appendix A of this Order.

     2.   For periods when the PVC foam process is run on the PVC coating
          line, Bontex take all actions practicable to minimize visible
          emissions from the boiler stack.  At all other times, Bontex
          shall meet the visible emissions requirement of the permit for
          the boiler stack.

     3.   This Order shall not relieve Bontex of its obligation to comply
          with all other terms and conditions of the Permit.

     4.   The Department may modify, rewrite, or amend this Order with the
          consent of Bontex, for good cause shown by Bontex, or on its own
          motion after notice and an opportunity for a hearing.

     5.   So long as this Order remains in effect, Bontex waives the right
          to any hearing pursuant to Va. Code Section 10.1-1309 and to
          judicial review of any issue of fact or law contained herein. 
          Nothing herein, however, shall be construed as a waiver of the
          right to a hearing or to judicial review of any action taken by
          the Board to enforce this Order.
<PAGE>
Agreement with Bontex
Registration No. 20342
Page 4

     6.   Failure by Bontex to comply with any of the terms of this Order
          shall constitute a violation of an Order of the Board.  Nothing
          herein shall waive the initiation of appropriate enforcement
          actions or the issuance of additional Orders as appropriate by
          the Board as a result of such violations.  Nothing herein shall
          affect appropriate enforcement actions by any other federal,
          state, or local regulatory authority.

     7.   Bontex shall not be responsible for failure to comply with any of
          the terms and conditions of this Order if such non-compliance is
          caused by earthquake, flood, or other act of God, fire, war,
          riot, strike, failure of material or services to be delivered as
          contracted, or other occurrence resulting in impossibility of
          compliance where Bontex shows that such occurrence and
          non-compliance were beyond its control and were not due to a lack
          of good faith or diligence on the part of Bontex, and if, within
          fifteen (15) days of any event listed above, which Bontex intends
          to assert will result in the impossibility of compliance, Bontex
          notifies DEQ of the occurrence of such event.

     8.   Bontex declares it has received fair and due process under the
          Administrative Process Act (Va. Code Section 9-6.14:1 et seq.),
          as affected by Va. Code Section 10.1-1309.

     9.   This Order shall become effective upon execution by both parties
          and shall continue in effect until:

          (a)  Completion of all tasks outlined in the attached Appendix
               A; and

          (b)  Bontex achieves compliance with the visible emission
               limitation of the Permit.

The foregoing Consent Order has been executed on behalf of the Department of
Environmental Quality and on behalf of Bontex, each by its duly authorized
representatives, on the dates indicated below.

                              DEPARTMENT OF ENVIRONMENTAL QUALITY OF
                              THE COMMONWEALTH OF VIRGINIA



     May 20, 1996             BY:  s/R. Bradley Chewning
---------------------------        ---------------------------------
     (date)                        Peter W. Schmidt
                                   Director


                              GEORGIA BONDED FIBERS, INC.,
                              d/b/a BONTEX


     5/14/96                  BY:  s/Harmonson H. Floyd, Jr.
---------------------------        ---------------------------------
     (date)                        

                              TITLE: Dir. of Mfg/Chief Engineer
                                    --------------------------------

<PAGE>
Agreement with Bontex
Registration No. 20342
Page 5

STATE OF VIRGINIA

COUNTY OF Rockbridge
         ----------

The foregoing instrument was acknowledged before me this 14th day of May,
                                                 ----       ---
1996, by Harmonson H. Floyd, Jr, who is Dir. of Mfg/Chief Engineer on behalf
        ----------------------     --------------------------
of Georgia Bonded Fibers, Inc., d/b/a Bontex.


                                   s/Charles Armstrong
                                   ----------------------------------
                                   Notary Public

          My commission expires   March 31, 1999
                               ---------------------------------------
<PAGE>
Agreement with Bontex
Registration No. 20342
Page 6

                           APPENDIX A

In order to comply with the provisions of the State Air Pollution Control
Law, SAPCB regulations, and the Permit, Bontex agrees to the following
schedule of compliance:

        1.     Verify the PVC Line emission profile by evaluating
               potential emissions and by quantifying and speciating VOC
               and particulate emissions by June 30, 1996.

        2.     Evaluate the available technologies to reduce visible
               emissions from the boiler stack and select the appropriate
               control technology by September 30, 1996.

        3.     Build and/or have delivered the appropriate control
               equipment and related materials by March 31, 1997.

        4.     Install the control equipment by May 31, 1997.

        5.     Achieve final compliance with the visible emissions
               limitation of the Permit by September 30, 1997.  A Visible
               Emission Evaluation (VEE) shall be conducted prior to this
               date in accordance with 40 CFR Part 60, Appendix A,
               Method 9, to demonstrate compliance. Bontex agrees to
               notify DEQ's Valley Regional Office, in writing, at least
               seven (7) days prior to the VEE to allow DEQ staff to be
               present during the test.

        6.     No later than 14 days following a date identified in the
               above schedule of compliance, Bontex shall submit to DEQ's
               Valley Regional Office a written notice of compliance or
               non-compliance with the scheduled item. In the case of
               noncompliance, the notice shall include the cause of
               noncompliance, any remedial actions taken, and the
               probability of meeting the next scheduled item. 
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