IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII








                             $19,000,000


                AMENDED AND RESTATED CREDIT AGREEMENT


                     Dated as of April 30, 1996



                                Among



              PLASTI-LINE, INC., CARTER-MIOT, INC. and
             AMERICAN SIGN AND MARKETING SERVICES, INC.
                   (collectively, as "Borrowers")


                       The Banks Listed Herein


                                 and


                 SUNTRUST BANK, EAST TENNESSEE, N.A.
                as Administrative Agent for the Banks










IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII


<PAGE>










                                  4

                          TABLE OF CONTENTS

                              ARTICLE I

                                LOANS

      SECTION 1.01.  Commitment.................................  1
      SECTION 1.02.  Funding Loans..............................  1
      SECTION 1.03.  Swing Loans................................  2
      SECTION 1.04.  Notes; Principal Payments..................  3
      SECTION 1.05.  Interest...................................  3
      SECTION  1.06.  Facility Fee;  Closing Fee;  Termination
           and Reduction of Commitments.........................  4
      SECTION 1.07.  Additional  Interest;  Alternate  Rate of
           Interest; Maximum Interest Rate......................  5
      SECTION 1.08.  Continuation and Conversion of Loans.......  5
      SECTION 1.09.  Optional Prepayment of Loans...............  7
      SECTION 1.10.  Manner of Payment..........................  7
      SECTION 1.11.  Change in Circumstances....................  8
      SECTION 1.12.  Change in Legality.........................  9
      SECTION 1.13.  Indemnity for LIBOR Loans..................  9
      SECTION 1.14.  Capital Adequacy........................... 10
      SECTION 1.15.  Reasonableness of Increased Costs.......... 10
      SECTION 1.16.  Pro Rata Treatment......................... 10
      SECTION 1.17.  Certain Notices............................ 10
      SECTION 1.18.  Borrowing Base Restrictions................ 11

                             ARTICLE II

                      COLLATERAL AND GUARANTIES

      SECTION 2.01.  Secured Obligations........................ 12
      SECTION 2.02.  No Guaranty................................ 12
      SECTION 2.03.  Loan Documents............................. 12

                             ARTICLE III

                        CONDITIONS OF LENDING

      SECTION 3.01.  Initial Loans.............................. 12
      SECTION 3.02.  All Loans.................................. 13

                             ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES

      SECTION 4.01.  Organization; Powers; Qualification........ 13
      SECTION 4.02.  Authorization; Enforceability.............. 14
      SECTION 4.03.  Consents and Approvals..................... 14
      SECTION 4.04.  Financial Statements....................... 14
      SECTION 4.05.  No Material Adverse Change................. 15
      SECTION 4.06.  Subsidiaries............................... 15

<PAGE>

      SECTION 4.07.  Litigation................................. 15
      SECTION 4.08.  Tax Returns................................ 15
      SECTION 4.09.  Properties................................. 15
      SECTION 4.10.  Employee Benefit Plans..................... 15
      SECTION 4.11.  Government Regulation...................... 16
      SECTION 4.12.  Margin Stock............................... 16
      SECTION 4.13.  No Material Misstatements.................. 16
      SECTION 4.14.  Patents, Trademarks, etc................... 17
      SECTION 4.15.  Hazardous Wastes........................... 17
      SECTION 4.16.  No Brokers or Finders...................... 17
      SECTION 4.17.  No Default of Indebtedness; Solvency....... 17
      SECTION 4.18.  Agreements................................. 18
      SECTION 4.19.  Compliance with Law........................ 18
      SECTION 4.20.  Labor Controversies........................ 18

                              ARTICLE V

                        AFFIRMATIVE COVENANTS

      SECTION 5.01.  Corporate  Existence and  Maintenance  of
           Properties........................................... 18
      SECTION 5.02.  Compliance with Laws....................... 19
      SECTION 5.03.  Insurance.................................. 20
      SECTION 5.04.  Obligations and Taxes...................... 20
      SECTION 5.05.  Accounting Methods and Financial Records... 20
      SECTION 5.06.  Financial  Statements,  Certificates  and
           Reports.............................................. 20
      SECTION 5.07.  Access to Premises and Records............. 22
      SECTION 5.08.  Notice of Default.......................... 22
      SECTION 5.09.  Notice of Litigation....................... 22
      SECTION 5.10.  Notice of Strikes,  Labor  Controversies,
           etc.................................................. 22
      SECTION 5.11.  Update of Subsidiaries..................... 22
      SECTION 6.01.  Liens...................................... 22
      SECTION 6.02.  Indebtedness............................... 24
      SECTION 6.03.  Liquidation, Sale of Assets and Merger..... 24
      SECTION 6.04.  Investments................................ 25
      SECTION 6.05.  Guarantees................................. 26
      SECTION 6.06.  Breach or Violation........................ 26
      SECTION 6.07.  Use of Proceeds............................ 26
      SECTION 6.08.  Transactions with Affiliates............... 26
      SECTION 6.09.  Restrictive Covenants...................... 26
      SECTION 6.10.  Increase in Benefits; New Plans............ 27

                             ARTICLE VII

                         FINANCIAL COVENANTS

      SECTION 7.01.  Consolidated Current Ratio................. 27
      SECTION 7.02.  Consolidated Tangible Net Worth............ 27
      SECTION 7.03.  Consolidated Debt Service Coverage......... 28

<PAGE>

      SECTION  7.04.   Consolidated   Total   Liabilities   to
           Consolidated Tangible Net Worth...................... 28
      SECTION  7.05.  Consolidated  Funded Debt to Consolidated
           Adjusted Cash Flow................................... 28
      SECTION  7.06.  Capital Expenditures...................... 28
      SECTION  7.07   Consolidated    Financial    Covenants;
           Determination Periods................................ 28

                            ARTICLE VIII

                          EVENTS OF DEFAULT

      SECTION 8.01.  Events of Default.......................... 29
      SECTION 8.02.  Exercise of Remedies....................... 31

                             ARTICLE IX

                      THE ADMINISTRATIVE AGENT

      SECTION 9.01.  Appointment and Authorization.............. 32
      SECTION 9.02.  Noteholders................................ 32
      SECTION 9.03.  Consultation with Counsel.................. 32
      SECTION 9.04.  Documents.................................. 33
      SECTION 9.05.    Resignation   or   Removal   of   the
           Administrative Agent................................. 33
      SECTION 9.06.   Responsibility  of  the  Administrative
           Agent................................................ 33
      SECTION 9.07.  Notices of Event of Default................ 35
      SECTION 9.08.  Bank Credit Decision....................... 35
      SECTION 9.09.  Indemnification............................ 35
      SECTION 9.10.  Benefit of Article IX...................... 35
      SECTION 9.11.  Administrative Agent's Fee................. 36

                              ARTICLE X

                            MISCELLANEOUS

      SECTION 10.01.  Modification.............................. 36
      SECTION 10.02.  Waiver.................................... 36
      SECTION 10.03.  Payment of Expenses....................... 36
      SECTION 10.04.  Notices................................... 38
      SECTION 10.05.  Governing Law............................. 38
      SECTION 10.06.  Invalid Provisions........................ 39
      SECTION 10.07.  Nonliability of Banks..................... 39
      SECTION 10.08.  Binding Effect and Assignability.......... 39
      SECTION 10.09.  Entirety; Conflicts....................... 40
      SECTION 10.10.  Headings, etc............................. 40
      SECTION 10.11.  Survival.................................. 40
      SECTION 10.12.  Sale and Transfers etc.................... 40
      SECTION 10.13.  No Third Party Beneficiary................ 41
      SECTION 10.14.  Waiver of Jury Trial...................... 41
      SECTION 10.15.  Consent to Jurisdiction................... 42

<PAGE>

      SECTION 10.16.  Multiple Counterparts..................... 42
      SECTION 10.17.  Disclosures............................... 43
      SECTION 10.18.  Sharing of Setoffs........................ 43
      SECTION 10.19.  Repayments in Bankruptcy.................. 44
      SECTION 10.20.  Amendment and Restatement................. 44

                             ARTICLE XI

                             DEFINITIONS

      SECTION 11.01.  Definitions............................... 44
      SECTION 11.02.  Other Definitional Provisions............. 44
      SECTION 11.03.  Accounting Matters........................ 45



<PAGE>


                                 11

                AMENDED AND RESTATED CREDIT AGREEMENT


      THIS AMENDED AND  RESTATED  CREDIT  AGREEMENT  dated as of April 30, 1996,
among PLASTI-LINE,  INC., a Tennessee corporation ("Plasti-Line"),  CARTER-MIOT,
INC., a Georgia  corporation and AMERICAN SIGN AND MARKETING  SERVICES,  INC., a
Kentucky corporation (each a "Borrower" and collectively,  the "Borrowers"), the
Banks set forth on the signature page hereto  (collectively,  the "Banks"),  and
SUNTRUST  BANK,  EAST  TENNESSEE,  N.A.,  a  national  banking  association,  as
administrative  agent for the Banks under this Agreement (in such capacity,  the
"Administrative  Agent") and as lender under this Agreement ("SunTrust") (unless
otherwise  indicated,  capitalized  terms  herein have the meanings set forth in
Exhibit A hereto), recites and provides as follows:


                              RECITALS

      WHEREAS,  the Borrowers have requested that the Banks extend credit to the
Borrowers in an aggregate  principal  amount of up to  $19,000,000  to refinance
certain  indebtedness  owing to SunTrust and to provide  funds for other general
corporate purposes; and

      WHEREAS,  the Banks are  willing to extend such credit on the
terms and subject to the conditions set forth herein;

      NOW THEREFORE,  in  consideration  of the mutual promises set forth herein
and for other valuable consideration, the parties agree as follows:


                                   ARTICLE I


                                      LOANS

SECTION 1.01.  Commitment.  Subject to the terms and conditions and relying upon
the representations and warranties herein, each Bank, severally and not jointly,
agrees to make  Loans to the  Borrowers,  from time to time on or after the date
hereof and until the  Commitment  Termination  Date,  in an aggregate  principal
amount at any time  outstanding  not  exceeding  the  amount of its  Commitment;
provided,  however,  the aggregate  principal amount of Loans outstanding at any
time shall not exceed the Borrowing  Base.  The Borrowers may borrow,  repay and
reborrow  hereunder  on or after the date  hereof  and  prior to the  Commitment
Termination Date, subject to the terms and conditions herein.

SECTION  1.02.  Funding  Loans.  (a) Each Loan shall be either a LIBOR Loan or a
Base Rate Loan as the  Borrowers may request  subject to and in accordance  with
this  Section.  All LIBOR Loans and Base Rate Loans made by the Banks in any one

<PAGE>

borrowing shall be in a minimum aggregate  principal amount of $1,000,000 and in
integral multiples of $100,000 in excess thereof;  provided,  however, (i) there
shall be no minimum  borrowing  restrictions  on Loans made under the Swing Line
Commitment  and (ii) any and all advances of LIBOR Loans or Base Rate Loans used
to repay amounts  outstanding  under the Swing Line Commitment may be in minimum
principal  amounts of  $100,000  and in integral  multiples  of $1,000 in excess
thereof. Subject to the limitations set forth in Section 1.03 below, Loans shall
be made ratably by the Banks in accordance  with their  respective  Percentages;
provided,  however,  that the  failure of any Bank to make its Loan shall not in
itself  relieve any other Bank of its  obligation to lend  hereunder.  Each Bank
may, at its option,  fulfill its  commitment  with  respect to any LIBOR Loan by
causing a foreign  branch or Affiliate of such Bank to make such Loan,  provided
that any  exercise  of such  option  shall  not  affect  the  obligation  of the
Borrowers  to repay  such Loan in  accordance  with the terms of the  applicable
Note.  Subject to the other  provisions  of this Section and the  provisions  of
Section 1.08, Loans of more than one type may be outstanding at the same time.

      (a) The Borrowers shall give the  Administrative  Agent written notice (as
provided in Section  1.17) of each  borrowing  under  Section  1.01 except those
borrowings constituting Swing Loans. Upon receipt by the Administrative Agent of
notice from the Borrowers pursuant to this paragraph,  the Administrative  Agent
shall promptly notify the Banks thereof. On the borrowing date requested in such
notice,  but  subject  to the terms of  Section  1.03,  each Bank shall make its
ratable share  (determined by its Percentage) of the borrowing  available to the
Borrowers in an account maintained at the offices of the Administrative Agent no
later than 2:00 p.m. Knoxville,  Tennessee time, in federal or other immediately
available funds.

      (b) Notwithstanding  any provision in this Agreement to the contrary,  the
Borrowers  shall not in any notice of borrowing  under this Section 1.02 request
any LIBOR Loan that would not be permitted if characterized as a continuation or
conversion pursuant to Section 1.08.

SECTION 1.03.  Swing Loans.  (a) Upon the terms and subject to the conditions of
this  Agreement,  SunTrust,  for its own  account,  agrees  to make  one or more
advances under the Swing Line ("Swing Loans") to the Borrowers from time to time
up to but not  exceeding  the Swing Line  Commitment.  All Swing  Loans shall be
deemed solely for the account of SunTrust and credited against the Commitment of
SunTrust.

      (a)  Advances  of,  and  payments  on,  the  Swing  Loans  shall  be  made
automatically  without  notice  to or  from  SunTrust  or the  Borrowers  all in
accordance with the AIS Agreement.

<PAGE>


SECTION 1.04. Notes; Principal Payments. (a) The Loans made by each Bank and the
Borrowers'  obligation to repay the Loans with  interest in accordance  with the
terms of this  Agreement  shall be evidenced by this  Agreement,  the records of
such Bank and a Note duly executed on behalf of the Borrowers, dated the Closing
Date, in  substantially  the form  attached  hereto as Exhibit B, payable to the
order of such Bank in a  principal  amount  equal to its  Commitment.  Each Note
shall bear interest from its date on the outstanding  principal  balance thereof
as set forth in Section 1.05.  The  outstanding  aggregate  unpaid amount of the
Loans of each Bank at any time shall be the  principal  amount owing on the Note
of such  Bank at such  time.  The  records  of each  Bank  shall be prima  facie
evidence  of the  Loans of such Bank and  accrued  interest  thereon  and of all
payments made in respect thereof.

      (a) If not sooner paid, the entire unpaid  principal  balance of each Note
shall be due and payable on the Commitment Termination Date.

SECTION 1.05. Interest. (a) Subject to the provisions of Section 1.07, each Base
Rate Loan  (whether  or not  constituting  a Swing  Loan) and each other  amount
(other than principal on the Loans)  becoming due hereunder  shall bear interest
at a rate per annum  (computed on the basis of the actual number of days elapsed
over a year of 360 days)  equal to the Base Rate as in effect  from time to time
plus the Base Rate Margin.

      (a) Subject to the provisions of Section 1.07, each LIBOR Loan that is not
a Swing  Loan  under the Swing  Line  shall  bear  interest  at a rate per annum
(computed  on the basis of the actual  number of days elapsed over a year of 360
days)  equal  to  the  LIBOR  Rate  plus  the  Applicable   LIBOR  Margin.   The
Administrative  Agent shall  determine the  applicable  LIBOR Rate for each such
Loan under this  paragraph  (b) as at 11:00  a.m.,  London  time,  or as soon as
practicable  thereafter,  on the date when such  determination  is to be made in
respect of such Interest  Period and shall notify the Borrowers and the Banks of
the LIBOR Rate so determined.

      (b) Subject to the provisions of Section 1.07, each LIBOR Loan advanced as
a Swing  Loan  under the Swing  Line  shall  bear  interest  at a rate per annum
(computed  on the basis of the actual  number of days elapsed over a year of 360
days) equal to the One Month LIBOR Rate plus the Applicable LIBOR Margin.

      (c)  Interest  on each Loan shall be payable on each  applicable  Interest
Payment  Date,  commencing  with the first of such dates  after the date of such
Loan, and on each Conversion Date and the Commitment Termination Date.

<PAGE>

SECTION  1.06.   Facility  Fee;  Closing  Fee;   Termination  and  Reduction  of
Commitments.

      (a) In consideration of the Commitments hereunder, the Borrowers shall pay
in immediately  available funds to the  Administrative  Agent,  for the pro rata
account of each Bank, on the last day of each calendar quarter,  commencing with
the first such date after the Closing Date,  and on the date of any reduction or
termination  of the  Commitments of the Banks  hereunder,  a commitment fee (the
"Facility  Fee") in an amount  equal to .50%  multiplied  by the  average  daily
unused  amount of the  Commitment of such Bank during the period or quarter then
ending; provided,  however, that with respect to the Commitment of SunTrust, the
Swing Line  Commitment  shall be  deducted  from the  Commitment  of SunTrust in
determining  the average daily unused amount of the Commitment of SunTrust.  The
Facility Fee shall commence to accrue as of the Closing Date, and shall cease to
accrue on the Commitment Termination Date.

      (b) On the Closing Date, the Borrowers shall pay in immediately  available
funds  to  each  Bank a  non-refundable  closing  fee of  .25%  of  such  Bank's
Commitment (the "Closing Fee").

      (c) The Borrowers may, by written notice to the  Administrative  Agent (as
provided in Section 1.17)  terminate in full,  or from time to time  permanently
reduce in part, the aggregate Commitments. Each such voluntary partial reduction
of the  aggregate  Commitments  shall be in an  aggregate  principal  amount  of
$2,000,000 and in integral  multiples of $1,000,000 in excess  thereof.  Any and
all  reductions  to the  Commitment  of SunTrust  shall be applied first to that
portion of the Commitment not constituting the Swing Line Commitment.

      (d) The Borrowers may, by written notice to the  Administrative  Agent (as
provided in Section  1.17)  terminate in full the aggregate  Commitments  in the
event that any of the  circumstances  in Section  1.11  and/or 1.14 exist at any
time,  and the Borrowers,  notwithstanding  Section 1.11 and 1.14, may terminate
the Commitments  without obligation to pay such increased  compensation or costs
arising under Sections 1.11 and/or 1.14.

      (e) The Borrowers  shall repay the Loans upon reduction of the Commitments
pursuant to this Section 1.06 in an amount  sufficient to reduce the outstanding
principal  balance  of the Loans to an amount  not  greater  than the  aggregate
reduced  Commitments.  All repayments under this Section shall be accompanied by
accrued interest on the principal amount being repaid to the date of repayment.

      (f) Each  reduction  in the  aggregate  Commitments  shall be made ratably
among the Banks in accordance  with each Bank's  Percentage.  Once reduced,  the
Commitments cannot be reinstated without the unanimous consent of the Banks.

<PAGE>


SECTION 1.07. Additional Interest;  Alternate Rate of Interest; Maximum Interest
Rate.  (a)  Upon the  occurrence  and  during  the  continuation  of an Event of
Default,  the outstanding  principal  balance of the Loans and all other amounts
becoming due hereunder shall accrue interest at the Default Rate.

      (a) If the Administrative Agent, in its reasonable judgment, determines at
any time that  dollar  deposits  in the  amount of the  principal  amount of any
requested  LIBOR Loan are not  generally  available  in the  relevant  interbank
market,  or that the rate at which such dollar  deposits are being  offered will
not adequately and fairly reflect the cost to the Banks of making or maintaining
the principal  amount of such requested LIBOR Loan during such Interest  Period,
or that  reasonable  means do not exist for  ascertaining  the LIBOR  Rate,  the
Administrative  Agent  shall,  as soon as  practicable  thereafter,  give prompt
written or  telephonic  notice of such  determination  to the  Borrowers and the
Banks. After such notice has been given and until the circumstances  giving rise
to such notice no longer exist,  each request for a LIBOR Loan or for conversion
to or  maintenance  of a LIBOR Loan  shall be deemed to be a request  for a Base
Rate Loan. Each  determination  by the  Administrative  Agent hereunder shall be
conclusive absent manifest error.

      (b) Nothing  contained  in this  Agreement  or any Note shall  require the
Borrowers at any time to pay interest at a rate exceeding the Maximum  Permitted
Rate.  If  interest  payable  to any Bank on any date would  exceed the  maximum
amount  permitted by the Maximum  Permitted  Rate,  such interest  payment shall
automatically be reduced to such maximum permitted amounts, and interest for any
subsequent period, to the extent less than the maximum amount permitted for such
period by the Maximum Permitted Rate, shall be increased by the unpaid amount of
such reduction.  Any interest actually received for any period in excess of such
maximum allowable amount for such period shall be deemed to have been applied as
a prepayment of the then outstanding Loans in accordance with Section 1.09.

SECTION 1.08. Continuation and Conversion of Loans. Subject to Sections 1.11 and
1.12,  the  Borrowers  may, by written  notice to the  Administrative  Agent (as
provided  in  Section  1.17) at any time,  continue  any LIBOR  Loan or  portion
thereof not  constituting a Swing Loan,  into a subsequent  Interest  Period and
convert any Loan or portion thereof into a Loan of a different type,  subject in
each case to the following:

      (a) no Event of  Default  (except in the case of  conversion  to Base Rate
Loans) shall have  occurred and be continuing at the time of such notice or such
continuation or conversion;

<PAGE>


      (b) on and as of  the  date  of  such  continuation  or  conversion,  each
representation  and  warranty set forth in Article IV shall be true and correct,
as determined by the Administrative Agent in its reasonable discretion, it being
understood  that the  representations  and warranties set forth in Sections 4.04
and 4.05  shall be  deemed  to apply  to the most  recent  financial  statements
furnished by the Borrowers to the Banks prior to such Loan;

      (c) the notice given to the  Administrative  Agent by the Borrowers  shall
specify the Loans (identified by reference to the aggregate amount of such Loans
by all of the Banks) to be continued or  converted  and provide the  information
required   pursuant  to  Section  1.17  with  respect  to  the  continuation  or
conversion;

      (d) such  continuation  or conversion  shall be made pro rata
among the Banks in accordance with their respective Percentages;

      (e) in the case of a  continuation  or  conversion of less than all Loans,
the aggregate principal amount of Loans continued or converted shall not be less
than the minimum borrowing amounts set forth in Section 1.02(a);

      (f) no Loan may be  continued  or  converted  to a LIBOR  Loan  having  an
Interest  Period that would extend beyond the scheduled  Commitment  Termination
Date;

      (g) the  Conversion  Date must be a Business Day with respect
to the new Loan;

      (h) no Loan (or  portion  thereof)  may be  converted  to a LIBOR Loan if,
after such  conversion,  and after giving effect to any prepayment of Loans,  an
aggregate  of more than five  separate  Loans of any Bank  would be  outstanding
hereunder,  it being  understood  that for such  purposes,  LIBOR  Loans  having
different  Interest  Periods,  regardless of whether they commence or end on the
same date, shall be considered  separate Loans, and Base Rate Loan advances also
shall be  considered a separate  Loan  hereunder;  provided,  however,  that for
purposes of this paragraph (h), any and all LIBOR Loans constituting Swing Loans
shall not be considered in determining the number of separate LIBOR Loans;

      (i) each request for  continuation  of or conversion into a LIBOR Loan not
constituting  a Swing Loan that  fails to state an  applicable  Interest  Period
shall be deemed to be a request for an Interest Period of one (1) month;

     (j) in the event that the  Borrowers  fail to give notice to  continue  any
LIBOR Loan not  constituting a Swing Loan into a subsequent  Interest  Period or
convert any LIBOR Loan

<PAGE>

(whether  or not a Swing  Loan)  into a Loan of  another  type,  such LIBOR Loan
(unless repaid in full) shall  automatically  become a Base Rate Loan at (i) the
expiration of the then current Interest Period with respect to those LIBOR Loans
not constituting a Swing Loan and (ii) on the last day of the month prior to the
month in which the next succeeding  Interest Payment Date occurs with respect to
those LIBOR Loans constituting Swing Loans; and

      (k) each  continuation or conversion  shall be effected by each Bank as if
the proceeds of the new Loan were  applied to payment of the  existing  Loan (or
portion thereof) being continued or converted,  and accrued interest on the Loan
(or portion thereof) being continued or converted shall be paid by the Borrowers
on and as of the Conversion Date.

SECTION 1.09.  Optional  Prepayment of Loans.  (a) The Borrowers  shall have the
right at any time and from time to time to prepay any Base Rate Loan in whole or
in  part,  without  premium  or  penalty,  upon  prior  written  notice  to  the
Administrative Agent; provided, however, that each such partial prepayment shall
be in the principal  amount of at least $1,000,000 and in increments of $100,000
in excess thereof.

      (a) The  Borrowers  shall  have the  right to prepay  any  LIBOR  Loan not
constituting a Swing Loan, in whole or in part, upon prior written notice to the
Administrative Agent (as provided in Section 1.17); provided, however, that each
such partial  prepayment shall be in the principal amount of at least $2,000,000
and in increments of $1,000,000 in excess thereof.  If the Borrowers  prepay any
LIBOR Loan not  constituting a Swing Loan except on the last day of the Interest
Period in effect  for such Loan,  then the  Borrowers  shall  make the  payments
required by Section 1.13.

      (b)  Prepayments  of LIBOR  Loans  constituting  Swing Loans shall be made
according to the terms of the AIS Agreement and shall be made without notice and
any prepayment penalty.

      (c) Each notice of prepayment under paragraphs (a) and (b) of this Section
1.09 shall specify which Loan(s) is to be prepaid,  the prepayment  date and the
principal amount of each Loan to be prepaid.  All prepayments under this Section
shall be accompanied by accrued  interest on the principal  amount being prepaid
to the date of prepayment. Amounts prepaid pursuant to this Section prior to the
Commitment  Termination  Date shall be available to be reborrowed from the Banks
hereunder in accordance with and subject to the terms hereof.

SECTION 1.10. Manner of Payment. (a) All payments by the Borrowers hereunder and
under the Notes shall be made to the Administrative Agent, at its primary office
in Knoxville,  Tennessee, for the account of each Bank, in Dollars in federal or
other immediately available funds, by 11:00 a.m., Knoxville time,

<PAGE>

on the date on which such payment is due, in all cases  without any deduction or
withholdings whatsoever,  including any deduction or withholding for any setoff,
recoupment,  counterclaim  or Tax.  Whenever  any  payment  required  to be made
hereunder  or under the Notes is stated to be due on a day other than a Business
Day,  such  payment  shall  be made on the next  succeeding  Business  Day,  and
interest shall  continue to accrue thereon until such payment is made.  Interest
in respect of any Loan  hereunder  shall accrue from and  including  the date of
such Loan to but  excluding the date on which such Loan is paid in full. If such
payments are not received by the  Administrative  Agent within five (5) Business
Days after the due date  thereof,  such payments may be deducted by the Banks in
accordance with Section 10.18.


      (a) All payments received by the Administrative Agent shall be remitted to
the Banks on the Business  Day on which such  payments are received or deemed to
be received by the Administrative Agent.

SECTION 1.11. Change in Circumstances.  In the event of any Regulatory Change or
any change after the date hereof in  conditions  with respect to cost of funding
or otherwise  affecting the  transactions  contemplated by this Agreement or the
Notes that:

      (a)  subjects  any Bank to any tax of any  kind or  changes  the  basis of
taxation  with  respect to any LIBOR Loan (other than any tax on the overall net
income of such Bank or of the lending  office or  Affiliate  of such Bank making
any LIBOR Loan  hereunder)  imposed  by the  United  States of America or by the
jurisdiction  in which  such Bank has its  principal  office  (or in which  such
lending  office or Affiliate is located) or any political  subdivision or taxing
authority therein; or

      (b) imposes,  modifies or deems applicable any reserve (other than, in the
case of LIBOR Loans,  any reserve taken into account in the computation of LIBOR
Statutory Reserves),  deposit or similar requirement against any assets held by,
deposits with or for the account of or loans or commitments by an office of such
Bank; or

      (c)  imposes  upon such Bank or the  relevant  interbank  market any other
condition with respect to LIBOR Loans or upon the Bank any other  condition with
respect to this Agreement;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Bank of making or  maintaining  any LIBOR Loan hereunder or to reduce the amount
of any  payment  (whether  of  principal,  interest  or  otherwise)  received or
receivable  by such  Bank,  or to  require  such  Bank to make  any  payment  in
connection  with any LIBOR Loan,  then and in each such case the Borrowers shall
pay to such Bank such amounts as shall be necessary to

<PAGE>

compensate such Bank for such cost, reduction or payment. The protection of this
Section shall be available to each Bank regardless of any possible contention of
the invalidity or inapplicability of any law, regulation or other condition that
gives rise to any right of such Bank for compensation hereunder.

SECTION  1.12.  Change  in  Legality.  Notwithstanding  any  provision  in  this
Agreement to the contrary, if any Regulatory Change shall make it unlawful for a
Bank to make or  maintain a LIBOR Loan or to give effect to its  obligations  as
contemplated hereby with respect to a LIBOR Loan, then, by written notice to the
Borrowers, such Bank may:

      (a)  declare  that LIBOR  Loans will not  thereafter  be made by such Bank
hereunder,  whereupon the Borrowers shall be prohibited  from  requesting  LIBOR
Loans  from  such  Bank  hereunder   unless  such  declaration  is  subsequently
withdrawn; and

      (b) to the  extent  that  maintenance  of any  LIBOR  Loan has  been  made
unlawful,  require that all  outstanding  LIBOR Loans made by it be converted to
Base Rate  Loans,  whereupon  all of such  LIBOR  Loans  shall be  automatically
converted to Base Rate Loans upon receipt by the  Borrowers of such notice,  and
the Borrowers shall make the payments, if any, required by Section 1.13.

SECTION 1.13. Indemnity for LIBOR Loans. The Borrowers shall reimburse each Bank
for any loss incurred or to be incurred by it in the  reemployment  of the funds
released by any prepayment or conversion of any LIBOR Loan required or permitted
by any other  provision  of this  Agreement if such Loan is prepaid or converted
other than on the last day of the  applicable  Interest  Period with  respect to
those  LIBOR  Loans  not  constituting  Swing  Loans.  Such  loss  shall  be the
difference  as  determined  by such Bank  between (a) the amount that would have
been realized by such Bank for the  remainder of such  Interest  Period for such
Loan  and  (b) any  lesser  amount  that  would  be  realized  by  such  Bank in
reemploying  such funds by  purchasing on the date of prepayment or conversion a
U.S. Treasury security in the principal amount prepaid or converted that matures
on the last day of the Interest  Period of the Loan being  prepaid or converted.
Without  duplication of the foregoing  indemnity  payments,  the Borrowers shall
indemnify  each Bank  against  any  actual  loss or  expense  that such Bank may
sustain or incur as a consequence of any default in payment or prepayment of the
principal amount of any Loan or any part thereof or interest accrued thereon, as
and when due and payable (at the due date  thereof,  by notice of  prepayment or
otherwise), or the occurrence of any Event of Default, including but not limited
to any loss or  expense  sustained  or  incurred  in  liquidating  or  employing
deposits from third parties acquired to effect or maintain such Loan or any part
thereof.

<PAGE>

SECTION 1.14.  Capital Adequacy.  If, after the date hereof, any Bank shall have
determined that any Regulatory  Change regarding  capital adequacy or compliance
by such Bank with any request or directive  regarding  capital adequacy (whether
or not having the force of law) of any Governmental Authority, has or would have
the  effect  of  reducing  the rate of  return on such  Bank's  (or its  holding
company's)  capital, as a consequence of this Agreement or the Loans, to a level
below that which such Bank (or its holding  company) could have achieved but for
such  Regulatory  Change or compliance  (taking into  consideration  such Bank's
policies  with  respect  to  capital  adequacy),  then  from  time to time,  the
Borrowers  shall pay to such  Bank such  additional  amount or  amounts  as will
compensate  such Bank for such reduction.  In determining  any such amount,  the
Bank may use any reasonable averaging and attribution methods.

SECTION 1.15. Reasonableness of Increased Costs. Notwithstanding anything to the
contrary in  Sections  1.11,  1.12,  1.13 and 1.14,  the amounts  payable by the
Borrowers  thereunder  shall not exceed the amounts  necessary to indemnify  the
affected Bank against such increased cost actually  incurred or the reduction in
amount actually received. A certificate in reasonable detail as to the amount of
such  increased  cost  or  reduction  in  amount  received  and  the  method  of
calculation  shall be submitted to the  Borrowers  by such Bank.  The  Borrowers
shall pay to each Bank the amounts shown as due on any such  certificate  within
ten (10) days after its receipt of the same.  No failure on the part of any Bank
to demand  compensation  under such  Sections  above on any one  occasion  shall
constitute  a waiver  of its  right to  demand  such  compensation  on any other
occasion.

SECTION 1.16. Pro Rata Treatment. Except as otherwise provided in Sections 1.03,
1.11,  1.12,  1.13 and 1.14,  all payments  and  prepayments  of  principal  and
interest in respect of the Loans, all payments of Facility Fees and Closing Fees
and all  borrowings  hereunder  shall  be made  pro  rata  among  the  Banks  in
accordance with their respective  Percentages.  All sale proceeds  received as a
result of  foreclosure  and  subsequent  disposition of collateral and all other
rights  and  benefits  of  collateral  security  shall be shared by the Banks in
accordance with their respective Percentages.

SECTION 1.17.  Certain Notices.  Notices by the Borrowers to the  Administrative
Agent of any  terminations or reductions of the  Commitments,  of borrowings and
prepayments of Loans, of continuation  and conversion of Loans, of type of Loans
and of the  duration  of  Interest  Periods  shall be  irrevocable  and shall be
effective only if received by the Administrative Agent not later than 11:00 a.m.
Knoxville  time on the number of Business Days prior to the date of the relevant
termination,  reduction, borrowing,  continuation,  conversion, or prepayment or
the first day of such Interest Period  specified below (it being understood that

<PAGE>

notices  received by the  Administrative  Agent after 11:00 a.m.  Knoxville time
shall be considered timely received on the next Business Day):

                                                 Number of
                                                  Business
             Notice                              Days Prior

      Termination or reduction of
      Commitment                                     10

      Borrowing, continuation
      or prepayment of or conversion
      into Base Rate Loans                       same day

      Borrowing, continuation or prepayment
      of, conversion into, or notification
      of duration of Interest Period for,
      LIBOR Loans not constituting Swing Loans        3

Each such notice of  termination  or reduction  shall  specify the amount of the
Commitment  to  be  terminated  or  reduced.  Each  such  notice  of  borrowing,
continuation,  conversion or prepayment  shall specify the Loans to be borrowed,
continued,  converted  or  prepaid  and the  amount  and type of the Loans to be
borrowed,   continued,   converted  or  prepaid  and  the  date  of   borrowing,
continuation,  conversion or prepayment  (which shall be a Business  Day).  Each
such  notice  of  the  duration  of an  Interest  Period  for  LIBOR  Loans  not
constituting  Swing Loans shall specify the Loans to which such Interest  Period
is to relate.  In the event that the  Borrowers  fail to select  within the time
period and  otherwise  as provided in this  Section 1.17 the type of Loan or the
duration  of the  Interest  Period for any LIBOR Loan not  constituting  a Swing
Loan,  such Loan shall be  automatically  converted into a Base Rate Loan on the
last day of the then current Interest Period for such Loan or will remain as, or
will be made as, a Base Rate Loan.  Notwithstanding  anything to the contrary in
this  Agreement or any other Loan Document,  Borrowers  shall not be required to
give notice of any Swing Loan  borrowing or payment,  it being the  intention of
the parties  hereto that Swing Loans shall be available  to Borrowers  for daily
cash management purposes, and all such advances and payments thereunder shall be
administered by SunTrust according to the terms of the AIS Agreement.

SECTION  1.18.  Borrowing  Base  Restrictions.  The Banks have no  obligation to
advance Loan  proceeds in excess of the  Borrowing  Base.  The  Borrowers  shall
deliver to the Administrative  Agent a Borrowing Base Certificate  appropriately
completed  in the form  attached to this  Agreement as Exhibit E, not later than
(i) the

<PAGE>

last day of each calendar month and (ii) the date on which notice is required to
be given under  Section 1.17 for  borrowings of Base Rate Loans and LIBOR Loans,
as applicable.  If at any time the aggregate,  outstanding  principal balance of
Loans under this  Agreement  exceeds the Borrowing Base as reflected by the most
recent  Borrowing  Base  Certificate  delivered to the  Administrative  Agent by
Borrowers,  the Borrowers  will within ten (10) days and without notice from the
Administrative  Agent or any Bank  repay an  amount  sufficient  to  reduce  the
aggregate, outstanding principal balance of the Loans to an amount not in excess
of the Borrowing Base as reflected on the most recent Borrowing Base Certificate
delivered to the Administrative Agent by the Borrowers. The Administrative Agent
shall provide the  Borrowers  not less than 60 days prior written  notice of any
and all proposed  changes in the Borrowing Base or its  constituent  components,
including, without limitation, Eligible Accounts Receivable.

                                   ARTICLE 11

                            COLLATERAL AND GUARANTIES


SECTION 2.01. Secured  Obligations.  The parties  acknowledge that the Loans are
secured obligations of the Borrowers and that the Borrowers are pledging certain
collateral,  including, without limitation,  accounts receivable,  inventory and
general intangibles pursuant to the Security Agreement.

SECTION 2.02. No Guaranty.  Payment of the  Obligations is not guaranteed by any
third party.

SECTION 2.03.  Loan  Documents.  The Borrowers  agree to execute and deliver all
Loan Documents and other instruments contemplated by this Agreement, in form and
substance  reasonably  satisfactory  to the parties hereto and their  respective
counsel.

                                  ARTICLE III

                              CONDITIONS OF LENDING

SECTION 3.01. Initial Loans. In addition to the conditions  precedent in Section
3.02, the  obligations of the Banks to make initial Loans  hereunder are subject
to the following conditions precedent:


      (a)  Satisfaction of each of the conditions set forth on Exhibit C hereto,
the   satisfaction   of  which  shall  be   determined  by  the  Banks  and  the
Administrative Agent in their sole discretion.

<PAGE>

      (b) All legal  matters  incident to this  Agreement and the Loans shall be
satisfactory to Hunton & Williams, special counsel for the Administrative Agent.

SECTION 3.02.  All Loans.    As conditions to each Loan to be made hereunder:

      (a) The Administrative  Agent shall have received a notice of such Loan as
required by Section 1.02.

      (b) On and as of the date of such  Loan,  both  before  and  after  giving
effect to such Loan and applying the proceeds thereof:

             (i) each  representation and warranty set forth in Article IV shall
be true and correct, as determined by the Administrative Agent in its reasonable
discretion,  it being  understood  that the  representations  and warranties set
forth in  Sections  4.04 and 4.05  shall be deemed  to apply to the most  recent
financial statements furnished by the Borrowers to the Banks prior to such Loan,
and

             (ii) the Borrowers  shall be in  compliance  with all the terms and
provisions  of this  Agreement  on their part to be  observed or  performed,  no
Default shall have occurred and be continuing,  and the Administrative Agent and
the Banks shall have received a certificate to such effect.

      (c) Such Loan will not contravene any Legal Requirement  applicable to the
Administrative Agent or any Bank.

The Borrowers shall be deemed to make representations and warranties on the date
of each  Loan as to the  matters  specified  in  paragraphs  (b) and (c) of this
Section.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

      To  induce  the  Banks to enter  into  this  Agreement  and to make  Loans
hereunder,  each of the Borrowers  represents and warrants to the Administrative
Agent and to each of the Banks that:

SECTION 4.01. Organization;  Powers; Qualification. It is (a) a corporation duly
organized,  validly existing and in good standing under the laws of the State of
its incorporation,  (b) has the power and authority to own its properties and to
carry on its businesses as now conducted, (c) is qualified to do business in all
jurisdictions where failure to qualify would have a Material Adverse Effect, (d)
is not required to be qualified in

<PAGE>

any other  jurisdiction  where  the  failure  to be so  qualified  would  have a
Material Adverse Effect,  and (e) has the power to execute,  deliver and perform
its  obligations  under this Agreement,  to borrow  hereunder and to execute and
deliver the Notes and the other Loan  Documents  and to perform its  obligations
thereunder.

SECTION  4.02.  Authorization;   Enforcability.   The  execution,  delivery  and
performance of this Agreement, the borrowings hereunder, the execution, delivery
and  performance of the Notes and the other Loan Documents and the  transactions
contemplated  hereby and thereby (a) have been duly  authorized by all requisite
action  on the  part  of  each  Borrower,  (b)  will  not  (i)  violate  (A) the
Organizational  Documents  of any  Borrower  or (B) to  the  best  knowledge  of
Borrowers,  any applicable  order of any Governmental  Authority,  (ii) violate,
conflict with, breach or constitute (with due notice or lapse of time or both) a
default  under  any  indenture,   agreement  for  borrowed  money,  bond,  note,
instrument or other  agreement to which any Borrower is a party or by which such
Borrower  or any of its  property  is bound or (iii)  result in the  creation or
imposition of any Lien of any nature  whatsoever  upon any property or assets of
such  Borrower  except as  provided  for  pursuant to the Loan  Documents.  This
Agreement has been duly executed and delivered by the Borrowers and constitutes,
and the Notes and the other Loan  Documents  when  executed and  delivered  will
constitute,  legal, valid and binding  obligations of the Borrowers  enforceable
against Borrowers in accordance with their respective terms.

SECTION  4.03.Consents  and  Approvals.  No action,  consent or approval  of, or
registration or filing with, or any other action by any  Governmental  Authority
or of shareholders  is required in connection  with the execution,  delivery and
performance by the Borrowers of this Agreement,  the borrowings hereunder or the
execution,  delivery and  performance of the Notes or any other Loan Document by
the Borrowers.

SECTION 4.04.  Financial  Statements.  Plasti-Line has heretofore  furnished the
following financial statements to each of the Banks:  consolidated balance sheet
as of the 1995 fiscal year end of Plasti-Line and its consolidated statements of
income,  retained  earnings  and cash  flows for the  fiscal  year  then  ended,
reported  on by  Coopers & Lybrand,  Knoxville,  Tennessee,  independent  public
accountants. Such financial statements fairly present the consolidated financial
condition  of  Plasti-Line  and its  Consolidated  Subsidiaries  as of the dates
thereof and the  consolidated  results of  operations  for the  periods  covered
thereby  and are  complete  and  correct.  All such  financial  statements  were
prepared in accordance with Generally Accepted Accounting  Principles applied on
a consistent  basis  (subject,  in the case of such interim  statements,  to the
omission of footnotes and year-end audit adjustments).

<PAGE>


SECTION 4.05. No Material  Adverse  Change.  There has been no material  adverse
change in the business, assets, liabilities, condition (financial or otherwise),
results of  operations  or  business  prospects,  on a  consolidated  basis,  of
Plasti-Line since fiscal year end 1995.

SECTION  4.06.  Subsidiaries.  Set forth on Schedule  4.06(a) is a complete  and
accurate list of all Material  Subsidiaries  of  Plasti-Line on the date hereof,
showing  as  to  each  such  Material   Subsidiary  the   jurisdiction   of  its
organization, its type of entity and its principal place of business. All of the
outstanding  Capital Securities of each of the Material  Subsidiaries are wholly
owned, directly or indirectly, by Plasti-Line. Such Capital Securities are owned
free and clear of all Liens except  Permitted  Liens,  and  Plasti-Line,  as the
owner of such  Capital  Securities,  has the  unrestricted  right  to vote,  and
(subject to  limitations  imposed by  applicable  law) to receive  dividends and
distributions on, such Capital Securities.

SECTION 4.07. Litigation. Each Borrower has filed with the SEC all reports it is
required to file with the SEC regarding any action, suit or proceeding at law or
in equity or by or before any court or  Governmental  Authority  now  pending or
threatened  against or affecting such Borrower or any property or rights of such
Borrower.

SECTION 4.08.  Tax Returns.  The Borrowers  have filed or caused to be filed all
federal, state and local tax returns that are required to be filed and have paid
or  caused to be paid all taxes as shown on such  returns  or on any  assessment
received by any of them to the extent  that such taxes have  become due,  except
taxes the  validity  of which is being  contested  in good faith by  appropriate
proceedings  and with  respect  to which the  Borrowers  have set aside on their
respective  books  adequate  reserves,  if  any,  required  in  accordance  with
Generally Accepted Accounting Principles.

SECTION 4.09. Properties.  The Borrowers have good and marketable title (subject
to minor title defects) to all their respective  properties and assets reflected
on  the   consolidated   balance  sheet  of  Plasti-Line  and  its  Consolidated
Subsidiaries, referred to in Section 4.04, except for such properties and assets
as (i) have been  disposed of since such date,  (ii) no longer  necessary in the
conduct of their  respective  businesses  or (iii) have been  disposed of in the
ordinary  course of business,  and the  Borrowers  own all such  properties  and
assets free and clear of any Liens except Permitted Liens.

SECTION  4.10.  Employee  Benefit  Plans.  Schedule  4.10 sets  forth a true and
complete list of all Plans that each Borrower maintains, or expects to maintain,
or to which  such  Borrower  is,  or is  expected  to be,  required  to make any
contribution. Each of

<PAGE>

the Borrowers and each Plan are in compliance in all material  respects with the
applicable  provisions of law, including the applicable  provisions of ERISA and
the  regulations  and  published  interpretations  thereunder.  No Plan is (i) a
multiemployer  plan (as defined in Section 3(37) of ERISA),  (ii) subject to the
provisions  of  Title  IV of  ERISA or  (iii)  subject  to the  minimum  funding
provisions of ERISA or the Internal  Revenue Code.  Neither any Borrower nor any
ERISA  Affiliate  has  maintained,  contributed  to,  or  had an  obligation  to
contribute  to, any Plan  described in items (i), (ii) or (iii) of the preceding
sentence.  Except for the continued  coverage  requirements of the  Consolidated
Omnibus  Budget  Reconciliation  Act of  1985  and  subsequent  legislation,  no
Borrower is obligated to provide medical benefits,  hospitalization  benefits or
benefits  under any other employee  welfare  benefit plan (within the meaning of
Section 3(1) of ERISA) to any former  employee or the spouse or dependent of any
former employee.

SECTION 4.11. Government Regulation.  No Borrower is subject to regulation under
the Public  Utility  Holding  Company Act of 1935,  the Federal  Power Act,  the
Investment Company Act of 1940, the Interstate Commerce Act (as any of such acts
may be amended) or any other law (other than  Regulation  X) that  regulates the
incurring by such Borrower of indebtedness.

SECTION 4.12. Margin Stock. No proceeds of any Loan will be used for the purpose
of  purchasing  or carrying  any Margin  Stock or for the purpose of reducing or
retiring any indebtedness  which was originally  incurred to purchase or carry a
Margin Stock or for any other purpose which might  constitute this transaction a
"purpose credit" within the meaning of Regulation U or G. No Borrower is engaged
in the business of extending  credit for the purpose of  purchasing  or carrying
Margin Stocks.  No Borrower nor any Person acting on behalf of such Borrower has
taken or will take any action  which  might  cause the Notes or any of the other
Loan Documents,  including this Agreement,  to violate  Regulation U or G or any
other  regulations of the Federal  Reserve Board or to violate  Section 7 of the
Securities  Exchange Act of 1934 or any rule or regulation  thereunder,  in each
case as now in effect or as the same may  hereinafter be in effect.  No Borrower
owns Margin Stock except that which, as of the date hereof,  does not exceed 25%
of the value of all of such Borrower's assets.

SECTION 4.13. No Material Misstatements.  All information,  financial statements
and documents furnished to the Administrative  Agent and the Banks in connection
herewith are complete and  accurate in all material  respects.  No  information,
report,  financial  statement,  exhibit or schedule furnished by or on behalf of
the Borrowers to the  Administrative  Agent or any Bank in  connection  with the
negotiation,  execution,  delivery or performance of this Agreement, any Note or
any other Loan Document  hereunder,  or any schedule hereto or thereto  contains

<PAGE>

any material misstatement of fact or omitted or omits to state any material fact
necessary to make the statements  herein or therein not misleading.  There is no
event or fact that the Borrowers have not disclosed to the Banks in writing that
causes a Material Adverse Effect or, so far as the Borrowers can now foresee, is
likely to cause a Material Adverse Effect.

SECTION 4.14. Patents, Trademarks, etc. Each Borrower possesses adequate assets,
licenses, patents, patent applications,  copyrights,  trademarks, service marks,
trademark applications, trade names, technology, processes and permits and other
governmental approvals and authorizations to conduct its business.  There are no
existing or, to the knowledge of the Borrowers,  threatened claims of any Person
based on the use of such permits, patents,  trademarks, trade names, copyrights,
technology and processes by the Borrowers and to the knowledge of the Borrowers,
no such use infringes on the rights of any Person.

SECTION 4.15.  Hazardous Wastes. To the best of each Borrower's  knowledge,  all
land owned,  leased or otherwise  used by such Borrower is free from  reportable
quantities of Hazardous  Wastes,  and no portion of such land would subject such
Borrower to liability under federal, state or local law or regulation because of
the presence of stored,  leaked or spilled Toxic Substances or Hazardous Wastes,
underground  storage tanks,  "asbestos" (as defined in 40 C.F.R.  ss. 61.141) or
the past or present accumulation, spillage or leakage of any such substance, nor
have the  Borrowers  arranged  for disposal or  treatment  (or  arranged  with a
transporter  for transport  for disposal or treatment) of any such  substance to
any other location except in compliance with Environmental Laws. No Borrower has
received  any  notice  from the  Environmental  Protection  Agency  or any other
Governmental Authority alleging that it is a "responsible party" with respect to
any of the foregoing.

SECTION 4.16. No Default of Indebtedness;  Solvency. No broker or finder brought
about or  contributed  to the  obtaining,  making or  closing  of the Loans made
pursuant to this  Agreement,  and the Borrowers have no obligation to any person
in  respect of any  finder's  or  brokerage  fees in  connection  with the Loans
contemplated by this Agreement.

      (a) No  Borrower is in default of any  Indebtedness,  and no holder of any
such  Indebtedness  has  given  notice of an  asserted  default  thereunder.  No
liquidation,  dissolution  or other winding up of any Borrower and no bankruptcy
or similar  proceedings  relative to it or its  property  are pending or, to the
knowledge of such Borrower, threatened against it.

<PAGE>


      (b) On the date hereof,  each of the Borrowers is, and after  consummation
of this Agreement and after giving effect to all Indebtedness incurred (assuming
the entire  Commitment is fully advanced on the Closing Date) and Liens, if any,
created by such Borrower in connection herewith will be, Solvent.

SECTION 4.18. Agreements.  No Borrower is a party to any agreement or instrument
or subject to any provision in its  Organizational  Documents  that could have a
Material  Adverse  Effect or conflict  with or  constitute a Default  under this
Agreement  or  any  other  Loan  Document.  No  Borrower  is in  default  in the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained in any  agreement or  instrument to which it is a party in
any manner that could have a Material Adverse Effect.

SECTION  4.19.  Compliance  with Law. Each Borrower has complied in all material
respects  with  all  applicable  statutes,   rules,   regulations,   orders  and
restrictions of any Governmental Authority.

SECTION  4.20.  Labor  Controversies.  No Borrower is a party to any  collective
bargaining  agreement.  To the  best  knowledge  of the  Borrowers,  each  is in
compliance  with  all  applicable  laws  respecting  employment  and  employment
practices  where such failure to comply could  reasonably  be expected to have a
Material Adverse Effect.

                                   ARTICLE V
                             AFFIRMATIVE COVENANTS


      Each of the Borrowers  covenants and agrees with the Administrative  Agent
and the Banks that until the Repayment Date, unless the Majority Banks otherwise
consent in writing, as follows:


<PAGE>

replacements  thereto,  so that the business carried on in connection  therewith
may be properly conducted at all times.

SECTION 5.02.  Compliance with Laws.  Each Borrower shall,  and shall cause each
other  Borrower  to, do or cause to be done all things  necessary to comply with
all laws and  regulations  applicable to it,  including  without  limitation the
following:

      (a) SEC Filings.  Make on a timely  basis,  all  filings,  if
any, it is required to make with the SEC.

      (b) ERISA. Comply, and shall cause each of its ERISA Affiliates to comply,
in all material respects with the applicable  provisions of ERISA and as soon as
possible,  and in any event  within 10 days  after  such  Borrower  knows or has
reason to know of a violation of ERISA with respect to any Plan,  shall  deliver
to the  Administrative  Agent  and  each  Bank a  statement  signed  by a senior
financial  officer of such Borrower setting forth details  respecting such event
or condition and the action,  if any, that such Borrower or its ERISA  Affiliate
proposes to take with respect thereto.

      (c) Environmental  Laws. (i) Remain in compliance in all material respects
with the provisions of all federal,  state and local  environmental,  health and
safety  laws,  codes  and  ordinances,  and all  rules  and  regulations  issued
thereunder;  notify  the  Administrative  Agent  immediately  of any notice of a
hazardous  discharge or environmental  complaint  received from any Governmental
Authority or any other Person;  notify the  Administrative  Agent immediately of
any hazardous  discharge from or affecting the Premises,  which is also required
to be reported to any Governmental Authority; immediately contain and remove the
same, in compliance with all applicable Legal Requirements; in the event of such
hazardous discharge,  permit the Banks to inspect the Premises, to conduct tests
thereon,  and to  inspect  all  books,  correspondence  and  records  pertaining
thereto;  and at any Bank's request,  and at the Borrowers'  expense,  provide a
report of a qualified  environmental  engineer  satisfactory in scope, form, and
contents  to the  Banks,  and  such  other  and  further  assurances  reasonably
satisfactory to the Banks that the condition has been corrected.

             (ii) Each Borrower  acknowledges that the Administrative  Agent and
the Banks  have  entered  into this  Agreement  and that the Banks have made the
Loans in reliance upon such Borrower's representations and warranties in Section
4.15 and its  covenants  in this Section  5.02(c).  Accordingly,  the  Borrowers
hereby agree that they shall be jointly and  severally  liable for all costs and
expenses  incurred by or asserted against the  Administrative  Agent or any Bank
arising under violations of the terms of this Section 5.02(c) or a breach of any
representation or warranty  contained in Section 4.15 of this

<PAGE>

Agreement.  All of the representations and warranties  contained in Section 4.15
and the  Borrowers'  covenants  under this  Section  5.02(c)  shall  survive the
Repayment Date.

SECTION 5.03. Insurance. Each Borrower shall maintain insurance with financially
sound and reputable  insurance  companies or  associations,  in such amounts and
covering  such  risks (but  including,  in any event,  public  liability)  as is
usually  carried by  companies  engaged in the same or  similar  businesses  and
owning  similar  properties  in the same  general  areas in which such  Borrower
operates and furnishes to the  Administrative  Agent,  upon reasonable  request,
full  information  (including  certificates and originals or certified copies of
the policies) as to the insurance carried.

SECTION  5.04.  Obligations  and  Taxes.  Each  Borrower  shall  pay  all of its
Indebtedness  and obligations  promptly and in accordance with the terms thereof
and pay and discharge promptly all taxes,  assessments and governmental  charges
or levies  imposed  upon it or upon its  income or  profits or in respect of its
property, before the same shall become in default or delinquent, as the case may
be, as well as all lawful claims for labor,  materials and supplies or otherwise
that, if unpaid,  might become a Lien upon such  properties or any part thereof;
provided, however, that no Borrower shall be required to pay and discharge or to
cause to be paid and discharged any such tax, assessment,  charge, levy or claim
so long as the  validity  or  amount  thereof  is  contested  in good  faith  by
appropriate  proceedings  and such  Borrower  sets  aside on its books  adequate
reserves  therefor,  if any,  required in  accordance  with  Generally  Accepted
Accounting Principles.

SECTION 5.05.  Accounting  Methods and Financial  Records.  Each Borrower  shall
maintain  a system of  accounting  and  financial  records  in  accordance  with
Generally  Accepted  Accounting  Principles,  and keep such  books,  records and
accounts (which shall be true and complete),  as may be required or necessary to
permit (a) the  preparation  of  financial  statements  required to be delivered
pursuant to Section 5.06 and (b) the determination of such Borrower's compliance
with the terms of this Agreement.

SECTION 5.06.  Financial  Statements,  Certificates  and Reports.  The Borrowers
and/or Plasti-Line, as applicable, shall furnish to the Banks:

      (a) Quarterly Financial Statements. As soon as available, and in any event
within  forty-five  (45) days  after the end of each of the first  three  fiscal
quarters of Plasti-Line,  copies of the Quarterly  Report of Plasti-Line on Form
10-Q as filed with the SEC,  containing a balance sheet of  Plasti-Line  and its
Consolidated  Subsidiaries  as of the  end of  such  quarter,  and  consolidated
statements  of  income  and  cash  flows  of  Plasti-Line

<PAGE>

and its  Consolidated  Subsidiaries  for such quarter and for the portion of the
fiscal year ending with such quarter,  in each case setting forth in comparative
form the figures for the corresponding period of the preceding fiscal year;

      (b) Annual  Statements.  As soon as available  and in any event within one
hundred  twenty  (120) days after the close of each fiscal year of  Plasti-Line,
copies of the Annual Report of  Plasti-Line  on Form 10-K as filed with the SEC,
containing a  consolidated  balance sheet of  Plasti-Line  and its  Consolidated
Subsidiaries as of the close of such fiscal year and consolidated  statements of
income and cash flows of Plasti-Line and its Consolidated  Subsidiaries for such
fiscal year, in each case setting forth in comparative  form the figures for the
preceding fiscal year;

      (c) Other SEC Filings.  Promptly upon its becoming available,  one copy of
each financial statement,  report, notice or proxy statement sent by Plasti-Line
to holders of its Capital  Securities  and of each  regular or periodic  report,
registration  statement or prospectus,  if any,  filed by  Plasti-Line  with any
securities  exchange  or the  SEC or any  successor  agency,  including  without
limitations Forms 10-K, 8-K and 10-Q;

      (d) Audit Reports.  Promptly upon receipt  thereof,  one copy
of each written report  submitted to  Plasti-Line  and/or any other
Borrower by  independent  accountants  in any annual,  quarterly or
special audit made;

      (e)    Annual  Operating  Plan.  Within  thirty  (30) days of
the end of each fiscal year of  Plasti-Line,  the Annual  Operating
Plan of Plasti-Line;

      (f) Monthly Financial Information.  As soon as available, and in any event
within  thirty  (30) days  after  the end of each  fiscal  month of  Plasti-Line
hereafter,  company  prepared  consolidated  financial  statements,  including a
Compliance  Certificate,  a Borrowing Base Certificate,  Accounts Receivable and
Accounts Payable Aging Reports and Inventory Reports;

      (g) Notices of Discrepancies.  Immediately after any Borrower's  discovery
thereof,  written notice of any inaccuracy or incorrect  statement  contained in
any of the  foregoing  that is  material or that  changes  any of the  financial
calculations under this Agreement,  including a statement containing the correct
information required; and

      (h) Other  Information.  Such  other  information  concerning
the business,  properties  or financial  condition of the Borrowers
as the Banks shall request.

<PAGE>

SECTION  5.07.  Access to Premises  and Records.  Upon  reasonable  notice,  the
Borrowers  shall  permit  representatives  of each  Bank to have  access  to the
financial  records and the premises of such Borrower at reasonable  times and to
make copies of such records.

SECTION 5.08. Notice of Default. The Borrowers shall give to each Bank, promptly
after  learning of the  occurrence of any Default that has not  previously  been
disclosed in writing to the Administrative Agent and/or the Banks, (a) notice of
such event, (b) the Borrowers'  assessment of the effect such event is likely to
have on the  financial  condition of the Borrowers  during the following  ninety
days, (c) the Borrowers'  plan for minimizing the adverse  effects of such event
and (d) a description of any material development in any such event.

SECTION 5.09. Notice of Litigation.  The Borrowers shall, upon request,  deliver
or cause to be delivered  to the  Administrative  Agent,  a  description  of any
material  development  in any of the matters  described in Section 4.07 that has
been disclosed in filings with the SEC.

SECTION 5.10. Notice of Strikes,  Labor Controversies,  etc. The Borrowers shall
deliver or cause to be delivered to the  Administrative  Agent,  promptly  after
learning of the  occurrence of any event  described in Section 4.20 that has not
previously  been  disclosed  in writing to the  Administrative  Agent and/or the
Banks,  (a) notice of such event,  (b) the  Borrowers'  assessment of the effect
such event is likely to have on the financial  condition of the Borrowers during
the following  ninety days, (c) the  Borrowers'  plan for minimizing the adverse
effects of such event and (d) a description  of any material  development in any
such event.

SECTION 5.11. Update of Subsidiaries.  Plasti-Line shall, upon request,  deliver
or cause to be  delivered  to each Bank an update of the  Material  Subsidiaries
listed on Schedule 4.06(a).


                                   ARTICLE VI
                               NEGATIVE COVENANTS

Each Borrower covenants and agrees with the  Administrative  Agent and the Banks
that, until the Repayment Date,  unless the Majority Banks otherwise  consent in
writing, as follows:

SECTION 6.01. Liens. It shall not, directly or indirectly, create, incur, assume
or  suffer  to exist  any Lien  upon or with  respect  to any of its  assets  or
properties,  now owned or hereafter acquired,  or assign or otherwise convey any
right to

<PAGE>

receive  income;  provided that, the foregoing  restrictions  shall not
apply to Liens:


      (a) for  taxes,  assessments  or  governmental  charges  or  levies on its
property if they (i) are not  delinquent at the time or  thereafter  can be paid
without  penalty and (ii) are being  contested in good faith and by  appropriate
proceedings  and with  respect  to which it has set aside on its books  adequate
reserves,  if any,  required in accordance  with Generally  Accepted  Accounting
Principles;

      (b) imposed by law, such as carriers', warehousemen's and mechanics' liens
and other  similar  liens,  that arise in the ordinary  course of business  with
respect  to  obligations  not yet due or being  contested  in good  faith and by
appropriate  proceedings and with respect to which it has set aside on its books
adequate  reserves,  if any,  required in  accordance  with  Generally  Accepted
Accounting Principles;

      (c) arising in the ordinary  course of business out of pledges or deposits
under workmen's compensation laws,  unemployment  insurance,  pensions, or other
social security or retirement benefits, or similar legislation;

      (d)  incidental  to the conduct of its  business or the  ownership  of its
property and assets (such as  easements,  zoning  restrictions  and  restrictive
covenants)  not  incurred  in  connection  with  the  borrowing  of money or the
obtaining of advances or credit,  and which do not in the  aggregate  materially
detract  from the value of its property or assets or  materially  impair the use
thereof in the operation of its business;

      (e) arising in the ordinary  course of business out of pledges or deposits
to secure  performance in connection with bids,  tenders,  contracts (other than
contracts  for the  payment of  money),  bonds  (other  than bonds of or for the
benefit of such Borrower) or leases to which such Borrower is a party;

      (f) securing  Indebtedness  owing by such Borrower to another
Borrower;

      (g) in respect of property  acquired or  constructed  by it after the date
hereof  for  use in the  business  of  any  Borrower  (such  as  real  property,
automobiles   and  other  vehicles  and  equipment),   which  Liens   (including
Capitalized Lease  Obligations)  exist or are created at the time of acquisition
or completion of construction of such property or within 60 days thereafter,  to
secure  Indebtedness  assumed  or  incurred  to  finance  all or any part of the
purchase price or cost of construction of such property, but any such Lien shall
cover only the  property so acquired or  constructed  and the  aggregate  amount
secured by such Liens shall not exceed $500,000 at any time outstanding;

<PAGE>


      (h) on assets of any Person existing at the time such Person  becomes,  by
acquisition,  consolidation  or merger,  a Material  Subsidiary of any Borrower,
provided that such Lien covers only the assets of the Person so acquired and was
not created in connection with or in contemplation of such acquisition; and

      (i)    set forth in Schedule 6.01.

SECTION 6.02.  Indebtedness.  The Borrowers  shall not,  directly or indirectly,
create, incur, assume or suffer to exist any Indebtedness, except:

      (a)  Indebtedness  hereunder and under the Loan  Documents in
respect of the Notes;

      (b)  Indebtedness  of (i) a Borrower to another  Borrower and
(ii) a Material Subsidiary to a Borrower;

      (c)  Indebtedness  assumed or  incurred  to finance all or any part of the
purchase price or cost of acquisition or construction of property and secured by
Liens permitted pursuant to Section 6.01(g) and (h);

      (d)  Indebtedness  assumed in connection  with any  acquisition  permitted
pursuant to Section  6.03  provided  that such  Indebtedness  was not created in
connection with or in contemplation of such acquisition; and

      (e)  Indebtedness  payable to the applicable  seller as all or any part of
the purchase price of any acquisition permitted pursuant to Section 6.03.

SECTION 6.03.  Liquidation, Sale of Assets and Merger.

      (a) Except as otherwise  provided  herein,  each  Borrower  shall not, and
shall not cause, permit or suffer any of its Material Subsidiaries to, (i) sell,
lease, transfer or otherwise dispose of any portion of its properties and assets
to any Person (other than in the ordinary  course of business) or (ii) liquidate
or discontinue its business;  provided,  however, that a Material Subsidiary may
sell, lease or transfer all or  substantially  all of its assets to any Borrower
or another  Material  Subsidiary and any Borrower may acquire (for an amount not
exceeding the fair value thereof) all or substantially all of the properties and
assets of any Material  Subsidiary  or other  Borrower so to be sold,  leased or
transferred to it, if  immediately  before and after giving effect to such sale,
lease or transfer, no Default shall have occurred and be continuing.

             (b) The Borrowers shall not, and shall not cause,  permit or suffer
any of their Material  Subsidiaries  to, merge or

<PAGE>

consolidate  with or into any other Person or acquire all or  substantially  all
the Capital Securities, properties or assets of any other Person except that (i)
a Material  Subsidiary may be merged into, or consolidated with, any Borrower or
another Material Subsidiary and (ii) any Borrower or any Material Subsidiary may
acquire all or substantially all of the properties or assets of any other Person
or a  Controlling  Interest  in  any  other  Person,  provided  that  (A) if the
acquisition  of  such  Controlling  Interest  is by way of a  merger  with  such
Borrower,  that  Borrower  will be the  surviving  entity,  (B) if a Controlling
Interest  is  acquired  other  than  through  a  merger  with a  Borrower,  such
Controlling  Interest shall  constitute such Person a Material  Subsidiary,  (C)
immediately  prior to such  acquisition,  no Default  shall have occurred and be
continuing,  and (D)  immediately  after giving effect to such  acquisition,  no
Default shall have occurred or be continuing.

SECTION 6.05. Gurantees.  The Borrowers shall not issue any Guaranty except that
(i) the  Borrowers  may  endorse  checks for deposit in the  ordinary  course of
business and (ii) the  Borrowers may  guarantee  the  obligations  of a Material
Subsidiary to the extent such  obligations  are permitted  hereunder  (provided,
however,  that the Borrowers  shall not guarantee,  directly or indirectly,  the
obligations  of any  partnership  or joint  venture  which is a Subsidiary or in
which any Borrower or any Subsidiary has invested).

SECTION  6.06.  Breach or  Violation.  The  Borrowers  shall not enter  into any
agreement  containing  any  provision  that would be violated or breached by the
performance of the Borrowers' obligations under this Agreement, the Notes or any
of the other Loan Documents.

SECTION 6.07. Use of Proceeds.  The Borrowers  shall not use any of the proceeds
of any of the Loans for any  purpose  other than the  purposes  set forth in the
Recitals herein.  Without  limiting the generality of the foregoing,  no part of
the  proceeds of the Loans  hereunder  will be used (a) to purchase or carry any
Margin  Stock or to extend  credit to others for the  purpose of  purchasing  or
carrying any Margin Stock if such action would violate, or be inconsistent with,
any  rules or  regulations  of the  Federal  Reserve  Board,  including  without
limitation  any  provisions  of  Regulation  G, U or X,  or (b) to  acquire  any
security  in  any  transaction  that  is  subject  to  Section  13 or 14 of  the
Securities Exchange Act of 1934, including particularly (but without limitation)
Sections 13(d) and 14(d) thereof.  If requested by the  Administrative  Agent or
any Bank, each Borrower will furnish to the Banks a statement in conformity with
the requirements of Federal Reserve Form U-1 referred to in Regulation U.

SECTION 6.08.  Transactions with Affiliates.  The Borrowers shall not effect any
transaction  with any Affiliate on a basis less favorable than would at the time
be  obtainable  for a  comparable  transaction  in  arms-length  dealing with an
unrelated third party.

SECTION 6.09.  Restrictive  Covenants.  Except as may otherwise be  specifically
provided for in this Agreement or any other Loan  Document,  each Borrower shall
not, and shall not cause, permit or suffer any of its Material  Subsidiaries to,
enter  into any  Contract,  or  otherwise  create or cause or permit to exist or
become  effective any consensual  restriction,  limiting

<PAGE>

the ability (whether by covenant, event of default or otherwise) of any Material
Subsidiary to (a) pay dividends or make any other  distributions  on its Capital
Securities held by such Borrower or any other Material  Subsidiary,  (b) pay any
obligation owed to such Borrower or any other Material Subsidiary,  (c) make any
loans or advances to or  investments  in other Borrower or in any other Material
Subsidiary,  (d) transfer any of its property or assets to any other Borrower or
any other  Material  Subsidiary,  or (e) create any Lien (other  than  Permitted
Liens) upon its property or assets  whether now owned or  hereafter  acquired or
upon any income or profits therefrom.

SECTION 6.10.  Increase in Benefits;  New Plans.  The  Borrowers  shall not, and
shall not cause,  permit or suffer any ERISA Affiliate to, (a) increase benefits
under any Plan or adopt or establish any new employee  benefit plans (within the
meaning of Section 3(3) of ERISA),  fringe  benefit  plans or  arrangements,  or
executive  or  incentive  plans,  if  such  action  would  require  it  to  make
substantial   additional   contributions  thereto  or  to  incur  a  substantial
obligation  thereto,  except for  changes  in the  ordinary  course of  business
consistent  with past practices of the Borrowers  (such as annual cost of living
increases) and changes to existing  benefits or new benefits deemed necessary by
the Borrowers to remain competitive with the benefits generally offered by other
companies in the same business as the  Borrowers;  or (b) adopt,  establish,  or
become a party to any Plan  that is  subject  to the  provisions  of Title IV of
ERISA or any multiemployer plan (within the meaning of Section 3(37) of ERISA).

                                  ARTICLE VII
                               FINANCIAL COVENANTS

      Plasti-Line  covenants  and agrees with the  Administrative  Agent and the
Banks that,  until the  Repayment  Date,  unless the  Majority  Banks  otherwise
consent in writing, it shall comply with the following financial covenants:

SECTION 7.01.  Consolidated  Current Ratio.  The ratio of  Consolidated  Current
Assets to  Consolidated  Current  Liabilities  as of the last day of each fiscal
quarter shall not be less than 1.75 to 1.00.

SECTION  7.02.  Consolidated  Tangible  Net  Worth.  During  fiscal  year  1996,
Consolidated  Tangible Net Worth shall not be less than  $21,500,000.  Beginning
the first day of the first  fiscal  quarter of 1997  through the last day of the
fourth fiscal quarter of 1997, Consolidated Tangible Net Worth shall not be less
than the greater of (a)(i)  $21,500,000  plus (ii) 50% of

<PAGE>

positive  Consolidated Net Income (if any) for Plasti-Line's 1996 fiscal year or
(b)  $23,500,000  (with the greater of (a) and (b) of this sentence  hereinafter
referred to as the "1997 Minimum  Consolidated  Tangible Net Worth").  Beginning
the first day of the first  fiscal  quarter of 1998  through the last day of the
fourth fiscal quarter of 1998, Consolidated Tangible Net Worth shall not be less
than the greater of (a)(i) the 1997  Minimum  Consolidated  Tangible  Net Worth,
plus (ii) 50% of  positive  Consolidated  Net Income (if any) for  Plasti-Line's
1997 fiscal year or (b) $25,500,000.

SECTION 7.03.  Consolidated  Debt Service  Coverage.  The ratio of  Consolidated
Adjusted Cash Flow to  Consolidated  Debt Service shall not be less than 2.50 to
1.00 from the Closing Date and thereafter,  measured quarterly on a rolling four
quarters  basis;  provided,  however,  that  for  the  purposes  of  calculating
Consolidated  Debt Service at fiscal year end 1995,  Plasti-Line  shall  exclude
$1,000,000 from CMLTD.

SECTION 7.04. Consolidated Total Liabilities to Consolidated Tangible Net Worth.
The ratio of Consolidated  Total Liabilities to Consolidated  Tangible Net Worth
shall not exceed (a) 2.50 to 1.00 from the Closing Date through  fiscal year end
1997 and (b) 2.00 to 1.00 during fiscal year 1998 and thereafter.

SECTION 7.05.  Consolidated Funded Debt to Consolidated  Adjusted Cash Flow. The
ratio of Consolidated  Funded Debt to Consolidated  Adjusted Cash Flow shall not
exceed (a) 5.25 to 1.00  beginning  the Closing Date through and  including  the
last day of the third fiscal  quarter of 1996;  (b) 3.00 to 1.00  beginning  the
first day of the fourth fiscal quarter of 1996 through fiscal year end 1997; and
(c) 2.50 to 1.00 beginning the first day of the first fiscal quarter of 1998 and
thereafter, all as measured quarterly on a rolling four quarters basis.

SECTION 7.06. Capital  Expenditures.  Plasti-Line together with its Consolidated
Subsidiaries  shall  not make,  or incur any  obligation  to make,  any  Capital
Expenditures in any one fiscal year in excess of an aggregate of $3,000,000.

SECTION 7.07.  Consolidated Financial Covenants;  Determination Periods.  Unless
otherwise expressly designated above, all financial covenants set forth above in
this Article VII shall be calculated on a consolidated basis using the financial
statements to be delivered to the Banks pursuant to Section 5.06 hereof.  Except
as may  otherwise be provided for in Section 7.01 through  7.06,  all  financial
covenants  set forth in such  Sections  shall be measured on an annual basis (as
opposed to a rolling four-quarters basis).

<PAGE>

                                  ARTICLE VIII
                               EVENTS OF DEFAULT


SECTION  8.01.  Events of Default.  Each of the  following  shall  constitute an
"Event of  Default",  whatever the reason for such event and whether it shall be
voluntary or involuntary,  or within or beyond the control of the Borrowers,  or
be effected  by  operation  of law or  pursuant to any  judgment or order of any
court or any order,  rule or regulation of any  governmental or  nongovernmental
body:

      (a) any  payment of the  principal  of or  interest  on any Note or of the
Facility Fee or Closing Fee, or any other amount due under this Agreement or the
Notes,  shall not be made, within five Business Days after the same shall become
due and  payable,  whether  at the  due  date  thereof  or at a date  fixed  for
prepayment thereof or by acceleration thereof or otherwise;

      (b) any  representation  or  warranty  made  herein or in any  other  Loan
Document or any  statement or  representation  made in any report,  certificate,
financial  statement  or  other  instrument  furnished  by any  Borrower  to the
Administrative Agent and/or the Banks, as applicable, pursuant to this Agreement
shall prove to have been false or misleading in any material respect (whether or
not  known to such  Borrower)  when made or  delivered  or when  deemed  made in
accordance with the terms hereof;

      (c) any Borrower gives notice to the Administrative  Agent or the Banks or
the Banks  otherwise  become aware that an event has occurred or a  circumstance
exists or has become known after the Closing Date,  including without limitation
notices pursuant to Sections 5.02. 5.06, 5.08, 5.09 and 5.10, that, after notice
to the Borrowers and an opportunity  (within five Business Days) to discuss such
Borrower's  plans with  respect  thereto,  the  Administrative  Agent and/or the
Banks, as applicable,  determine could reasonably be expected to have a Material
Adverse Effect;

      (d) the Borrowers or any  Subsidiary  shall fail to observe or perform any
covenant, warranty or agreement contained in or referred to in Sections 5.02 and
5.07 and Article VII;

      (e) the Borrowers or any  Subsidiary  shall fail to observe or perform any
covenant,  warranty  or  agreement  contained  in or  referred to in Article VI,
provided  that  any  such  inadvertent  failure  made in good  faith  shall  not
constitute  an Event of  Default if it is curable  and is cured  promptly  after
notice from Administrative Agent (not to exceed, in any event, 15 days);

      (f) the Borrowers or any  Subsidiary  shall fail to observe or perform any
other covenant,  condition or agreement to be

<PAGE>

observed  or  performed  pursuant  to the terms  hereof and such  default  shall
continue  unremedied  for thirty (30) days after written  notice  thereof to the
Borrowers by the Administrative Agent or the Majority Banks;

      (g)  the  Borrowers  or any  Material  Subsidiary  shall  fail  to pay any
Indebtedness  greater than  $1,000,000  other than the Loans  hereunder,  or any
interest or premium thereon,  when due (whether by scheduled maturity,  required
prepayment,  acceleration, demand or otherwise), and such failure shall continue
after the  applicable  grace  period,  if any,  specified  in the  agreement  or
instrument  relating to such  Indebtedness and Borrowers'  failure to pay causes
the lender in question to accelerate such Indebtedness;  or the Borrowers or any
Material Subsidiary shall fail to perform any term, covenant or agreement on its
part to be performed under any agreement or instrument evidencing or securing or
relating to such Indebtedness; provided that in the case of Indebtedness payable
to sellers in connection with acquisitions by any Borrower and its Subsidiaries,
such  failure  shall  not  constitute  an Event of  Default  if there is a valid
dispute regarding the payment or a valid counterclaim exists against such seller
and, in either  case,  the payment of such  Indebtedness  is  contested  in good
faith;

      (h) any Borrower or any Material Subsidiary shall (i) voluntarily commence
any proceeding or file any petition  seeking relief under Title 11 of the United
States Code or any other  federal,  state or foreign  bankruptcy,  insolvency or
similar law,  (ii) consent to the  institution  of, or fail to  controvert  in a
timely and  appropriate  manner,  any such  proceeding or the filing of any such
petition, (iii) apply for or consent to the appointment of a receiver,  trustee,
custodian,  sequestrator or similar  official for such Borrower or such Material
Subsidiary  or for a  substantial  part of its  property,  (iv)  file an  answer
admitting the material  allegations  of a petition  filed against it in any such
proceeding,  (v) make a general  assignment  for the benefit of creditors,  (vi)
admit in writing its inability or fail generally to pay its debts as they become
due,  or (vii) take  corporate  action for the purpose of  effecting  any of the
foregoing;

      (i)  an  involuntary  proceeding  shall  be  commenced  or an  involuntary
petition shall be filed in a court of competent  jurisdiction seeking (i) relief
in respect of any Borrower or any Material Subsidiary,  or of a substantial part
of its property,  under Title 11 of the United States Code or any other federal,
state or foreign bankruptcy,  insolvency or similar law, (ii) the appointment of
a  receiver,  trustee,  custodian,  sequestrator  or similar  official  for such
Borrower or such Material  Subsidiary or for a substantial  part of its property
or  (iii)  the  winding-up  or  liquidation  of any  Borrower  or such  Material
Subsidiary;  and such  proceeding or petition shall continue  undismissed for 60
days or

<PAGE>

an order or decree  approving or ordering any of the  foregoing  shall  continue
unstayed and in effect for 30 days;

      (j) a default or event of default  shall have  occurred and be  continuing
pursuant  to any other Loan  Document  after the  expiration  of any  applicable
notice and cure period provided therein;

      (k) a judgment or order for the payment of money shall be entered  against
any  Borrower  or any  Material  Subsidiary  by any  court,  and either (i) such
judgment or order shall  continue  undischarged  and unstayed for a period of 10
days in which the  aggregate  amount of all such  judgments  and orders  exceeds
$500,000 or (ii)  enforcement  proceedings  shall have been  commenced upon such
judgment or order;

      (l) any Person or group of related Persons owns of record or beneficially,
or files  with the SEC  notice of intent to  acquire,  20% or more of the voting
Capital Securities of Plasti-Line (excluding amounts owned by such Persons as of
the date hereof),  it being  understood  that for purposes  hereof  employees of
Plasti-Line  and its  Subsidiaries  shall not be deemed to be "related  Persons"
solely as a result of their common employment;

      (m) (i) any Borrower  shall engage in any  transaction  involving any Plan
that is prohibited under Internal Revenue Code Section 4975 or ERISA Section 406
and not exempt under Internal  Revenue Code Section 4975 or ERISA Section 408 or
(ii) any  Borrower or any ERISA  Affiliate  shall fail to pay when due an amount
that is payable by it to a Plan,  except that no event or condition  referred to
in clauses (i) or (ii) shall constitute an Event of Default if it, together with
all other such events or conditions at the time existing, has not subjected,  or
in the reasonable  determination  of the Majority Banks would not subject,  such
Borrower or any ERISA Affiliate to any  Indebtedness or liability that, alone or
in the  aggregate  with all such  Indebtedness  and  liabilities,  would  have a
Material Adverse Effect; or

      (n) the  Borrowers  shall  fail  to  deliver  any  notice  required  to be
delivered to the Administrative Agent and/or the Banks, as applicable,  pursuant
to any of Sections 5.02.  5.06,  5.08,  5.09 and 5.10 within ten (10) days after
the event giving rise to the obligation to give notice thereunder.

SECTION 8.02.  Exercise of Remedies.  Upon the occurrence of an Event of Default
and in every such event and at any time  thereafter  during the  continuance  of
such event,  the  Administrative  Agent,  upon written request from the Majority
Banks,  shall by written  notice to the  Borrowers,  take  either or both of the
following actions, at the same or different times:

<PAGE>

      (a) terminate the Commitments and

      (b) declare the Notes to be forthwith due and payable, whereupon the Notes
shall  become  forthwith  due and  payable,  both as to  principal  and interest
(which,  after such  declaration,  shall bear  interest  as  provided in Section
1.07(a)), without presentment,  demand, protest or any other notice of any kind,
all of which are hereby  expressly waived by the Borrowers,  anything  contained
herein  or in the Notes to the  contrary  notwithstanding.  Notwithstanding  the
foregoing,  if an Event of Default  specified in paragraph (h) or (i) of Section
8.01  occurs  with  respect to any  Borrower  or any  Material  Subsidiary,  the
Commitments shall automatically terminate and the Notes shall become immediately
due and payable,  both as to principal and  interest,  without any action by any
Bank or the Administrative Agent and without presentment, demand, protest or any
other  notice  of any  kind,  all of which are  hereby  expressly  waived by the
Borrowers,   anything   contained  herein  or  in  the  Notes  to  the  contrary
notwithstanding. The Administrative Agent shall further be entitled to exercise,
for the benefit of the Banks, all of the rights and remedies available under the
Loan Documents and applicable law.

                                   ARTICLE IX
                             THE ADMINISTRATIVE AGENT

SECTION  9.01.  Appointment  and  Authorization.  Each Bank  hereby  irrevocably
appoints  and  authorizes  the  Administrative  Agent to take such action on its
behalf and to exercise such powers  hereunder and under the other Loan Documents
as are  delegated  to the  Administrative  Agent by the terms hereof and thereof
together with such powers as are incidental  thereto.  With respect to the Loans
made by it and the Notes issued to it, the  Administrative  Agent shall have the
same rights and powers under this  Agreement and the other Loan Documents as any
other Bank and may  exercise  the same as though it were not the  Administrative
Agent;  and the  term  "Bank"  or  "Banks"  shall,  unless  otherwise  expressly
indicated,  include the  Administrative  Agent in its  capacity  as a Bank.  The
Administrative Agent and its Affiliates may accept deposits from, lend money to,
act as trustee under  indentures of and generally engage in any kind of business
with, the Borrowers, and any Person that may do business with the Borrowers, all
as if the Administrative  Agent were not the Administrative  Agent hereunder and
without any duty to account therefor to the Banks.


SECTION 9.02.  Noteholders.  The Administrative Agent may treat the payee of any
Note as the holder thereof.

SECTION 9.03. Consultation with Counsel. The Banks agree that the Administrative
Agent may consult with legal counsel

<PAGE>

selected by it and shall not be liable for any action  taken or suffered in good
faith by it in accordance with the advice of such counsel.

SECTION 9.04.  Documents.  The Administrative Agent shall not be under a duty to
examine or pass upon the validity, effectiveness, enforceability, genuineness or
value of any of the Loan Documents or any other instrument or document furnished
pursuant thereto or in connection therewith,  and the Administrative Agent shall
be  entitled  to assume  that the same are  valid,  effective,  enforceable  and
genuine and what they purport to be.

SECTION 9.05.  Resignation or Removal of the Adminstrative Agent. Subject to the
appointment  and  acceptance  of a  successor  Administrative  Agent as provided
below, the Administrative  Agent may resign at any time by giving written notice
thereof  to the  Banks and the  Borrowers  and the  Administrative  Agent may be
removed at any time with or without cause by the Majority  Banks.  Upon any such
resignation  or removal,  the  Majority  Banks shall have the right to appoint a
successor  Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Majority Banks and shall have accepted such appointment
within  thirty (30) days after the  retiring  Administrative  Agent's  giving of
notice  of  resignation   or  the  Majority   Banks'  removal  of  the  retiring
Administrative  Agent, then the retiring  Administrative Agent may, on behalf of
the Banks, appoint a successor  Administrative Agent. Upon the acceptance of any
appointment as the Administrative Agent hereunder by a successor  Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested  with all the  rights,  powers,  privileges  and  duties of the  retiring
Administrative Agent, and the retiring  Administrative Agent shall be discharged
from its duties and  obligations  hereunder.  After any retiring  Administrative
Agent's  resignation  or removal  hereunder  as the  Administrative  Agent,  the
provisions  of this  Article  IX shall  continue  in effect  for its  benefit in
respect to any actions taken or omitted to be taken by it while it was acting as
the Administrative  Agent. The Borrowers shall have the right under this Section
9.05  to  approve,  in the  Borrowers'  reasonable  judgment,  of any  successor
Administrative Agent.

SECTION 9.06. Responsibility of the Administrative Agent.
(a)  It is  expressly  understood  and  agreed  that  the  obligations  of the
Administrative Agent under the Loan Documents are only those expressly set forth
in the Loan  Documents  and that the  Administrative  Agent shall be entitled to
assume that no Default has occurred and is continuing, unless the Administrative
Agent has actual  knowledge of such fact or has received written notice from the
Borrowers  or from a Bank that such Bank  considers  that a Default has occurred
and is continuing  and specifying the nature  thereof.  The Banks  recognize and
agree  that  the  Administrative

<PAGE>

Agent shall not be required to determine  independently  whether the  conditions
described in Articles I and III have been satisfied and, in disbursing  funds to
the Borrowers,  may rely fully upon statements contained in the relevant notice.
Neither the Administrative Agent nor any of its directors, officers or employees
shall be liable  for any  action  taken or omitted to be taken by it under or in
connection  with the Loan  Documents,  except  for its own gross  negligence  or
willful misconduct.  The Administrative  Agent shall incur no liability under or
in respect of any of the Loan  Documents  by acting  upon any  notice,  consent,
certificate,  warranty or other paper or instrument believed by it to be genuine
or authentic or to be signed by the proper party or parties,  or with respect to
anything that it may do or refrain from doing in the reasonable  exercise of its
judgment,  or  that  may  seem  to  it to  be  necessary  or  desirable  in  the
circumstances.

      (a) The Administrative Agent shall not be responsible to the Banks for any
recitals, statements, representations or warranties contained in this Agreement,
or in any  certificate  or other  document  referred to or  provided  for in, or
received  by any  Bank  under,  this  Agreement,  or for  the  value,  validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any  document  referred  to or  provided  for  herein or for any  failure by the
Borrowers  to perform any of their  obligations  hereunder.  The  Administrative
Agent may  employ  agents  and  attorneys-in-fact  and shall not be  answerable,
except as to money or securities  received by it or its authorized  agents,  for
the negligence or misconduct of any such agents or attorneys-in-fact.

      (b) The  relationship  between  the  Administrative  Agent and each of the
Banks is only that of agent and principal and has no fiduciary aspects,  and the
Administrative   Agent's   duties   hereunder  are   acknowledged   to  be  only
administrative  and  ministerial and not involving the exercise of discretion on
its part. Nothing in this Agreement or elsewhere contained shall be construed to
impose on the  Administrative  Agent any duties or  responsibilities  other than
those for which express  provision is herein made. In performing  its duties and
functions  hereunder,  the Administrative Agent does not assume and shall not be
deemed to have  assumed,  and hereby  expressly  disclaims,  any  obligation  or
responsibility  toward or any  relationship  of agency or trust  with or for the
Borrowers.  As to any  matters  not  expressly  provided  for by this  Agreement
(including,  without  limitation,  enforcement or collection of the Notes),  the
Administrative  Agent shall not be required to exercise any  discretion  or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Majority Banks and such instructions shall be binding upon all the Banks and
all holders of Notes; provided, however, that the Administrative Agent shall not
be required to take any action that exposes the

<PAGE>

Administrative Agent to personal liability or that is contrary to this Agreement
or applicable law.

SECTION 9.07. Notices of Event of Default.  In the event that the Administrative
Agent shall have acquired  actual  knowledge of any Default or Event of Default,
the Administrative Agent shall promptly give notice thereof to the other Banks.

SECTION  9.08.  Bank  Credit  Decision.  Each  Bank  acknowledges  that  it has,
independently  and without reliance upon the  Administrative  Agent or any other
Bank and based on the financial information referred to in Section 4.04 and such
other  documents  and  information  as it has deemed  appropriate,  made its own
independent credit analysis and decision to enter into this Agreement. Each Bank
also  acknowledges  that it will,  independently  and without  reliance upon the
Administrative  Agent  or any  other  Bank  and  based  on  such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit decisions in taking or not taking action under this Agreement.

SECTION 9.09.  Indemnification.  (a) The Banks  jointly and  severally  agree to
indemnify  the  Administrative  Agent  (to  the  extent  not  reimbursed  by the
Borrowers),  from and  against  any and all  liabilities,  obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses, or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by or asserted
against the  Administrative  Agent in any way  relating to or arising out of the
Loan Documents or any action taken or omitted by the Administrative Agent (other
than in its capacity as a Bank  hereunder)  under the Loan  Documents,  provided
that (i) payment of each Bank's  indemnification shall be made ratably according
to its Percentage unless one or more Banks is not able or permitted to make such
indemnification,  in which case each other Bank ratably  shall make  payments on
behalf of the Bank(s) not so  permitted or able and (ii) no Bank shall be liable
for any portion of such liabilities,  obligations,  losses, damages,  penalties,
actions,  judgments,  suits, costs, expenses or disbursements resulting from the
Administrative Agent's gross negligence or willful misconduct.

      (b) The Banks  hereby  agree that any amounts  owed to the  Administrative
Agent by any of the Banks  may be  deducted  by the  Administrative  Agent,  and
applied to such amounts, from amounts made available,  in accordance with any of
the Loan  Documents  to the  Administrative  Agent for the account of the Banks,
with the Banks remaining liable for any deficiency.

SECTION 9.10. Benefit of Article IX. The agreements contained in this Article IX
are solely for the benefit of the  Administrative  Agent and the Banks,  and are
not for the  benefit  of or to be relied  upon by,  the  Borrowers  or any third
party.

<PAGE>

SECTION  9.11.   Administrative   Agent's  Fee.  The  Borrowers   shall  pay  to
Administrative  Agent in  immediately  available  funds a fee in the  amount  of
$7,500  on the  Closing  Date and  annually  thereafter  on June 30 of each year
beginning June 30, 1996.

                                   ARTICLE X
                                MISCELLANEOUS

SECTION 10.01. Modification. All modifications,  consents, amendments or waivers
of any  provision  of any Loan  Document,  or  consent to any  departure  by the
Borrowers therefrom, shall be effective only if the same shall be in writing and
concurred  in by the  Majority  Banks and then  shall be  effective  only in the
specific instance and for the purpose for which given;  provided,  however, that
no change in the provisions of Articles I, III and VII, this Section 10.01 or in
the  definition  of the Majority  Banks,  shall be effective  absent the written
concurrence  of all of the Banks,  and no change in the provisions of Article IX
shall be effective absent the written concurrence of the Administrative Agent.

SECTION 10.03. Payment of Expenses. Whether or not any Loans are made hereunder,
the Borrowers shall, on demand,  pay or reimburse (a) the  Administrative  Agent
and the Banks for all transfer,  documentary,  stamp and similar taxes,  and all
recording and filing fees,  payable in connection with, arising out of or in any
way related to the execution,  delivery and performance of this  Agreement,  the
Notes or the making of the Loans,  (b) the  Administrative  Agent for all of its
costs and expenses (including reasonable fees and disbursements of legal counsel
and other experts  employed or retained by the  Administrative  Agent) incurred,
and all payments made, and indemnify and hold the Administrative  Agent harmless
from and against all losses suffered,  by the Administrative Agent and the Banks
in  connection  with,  arising  out  of,  or in  any  way  related  to  (i)  the

<PAGE>

negotiation,  preparation,  execution and delivery of (A) this Agreement and the
other Loan Documents and (B) (whether or not executed) any waiver,  amendment or
consent  hereunder or thereunder and (ii) the  administration  of any operations
under this Agreement,  and (c) the Administrative Agent and the Banks for all of
their reasonable costs and expenses (including reasonable fees and disbursements
of legal  counsel and other experts  employed or retained by the  Administrative
Agent and the Banks) incurred, and all payments made, and indemnify and hold the
Administrative  Agent  and the  Banks  harmless  from  and  against  all  losses
suffered,  by the Administrative Agent and the Banks in connection with, arising
out of, or in any way related to (i)  consulting  with  respect to any matter in
any way arising out of,  relating to, or connected  with,  this Agreement or any
other  Loan  Document,  including  but not  limited  to the  enforcement  by the
Administrative  Agent  and  the  Banks  of  any of  their  rights  hereunder  or
thereunder or the performance by the  Administrative  Agent and the Banks of any
of their  obligations  hereunder or  thereunder,  (ii)  protecting,  preserving,
exercising  or enforcing any of the rights of the  Administrative  Agent and the
Banks  hereunder and under the other Loan  Documents,  (iii) any claim  (whether
asserted by the  Administrative  Agent,  the Banks or the Borrowers or any other
Person  and  whether  asserted  before or after  the  payment,  performance  and
observance in full of the Borrowers'  obligations  hereunder and under the other
Loan  Documents)  and the  prosecution  or defense  thereof,  in any way arising
under,  related to, or connected with, this Agreement,  the other Loan Documents
or  the   relationship   established   hereunder  or  thereunder  and  (iv)  any
governmental  investigation arising out of, relating to, or in any way connected
with this  Agreement  or any other  Loan  Document,  except  that the  foregoing
indemnity  shall not be applicable  to any loss  suffered by the  Administrative
Agent and the Banks to the extent  such loss is  determined  by a judgment  of a
court that is binding on the  Administrative  Agent and the Banks, final and not
subject  to review on  appeal,  to be the  result  of acts or  omissions  on the
Administrative  Agent's or the Banks' part, as the case may be, constituting (x)
willful misconduct, (y) knowing violations of law or, in the case only of claims
by  the  Borrowers   against  the   Administrative   Agent  or  the  Banks,  the
Administrative Agent's or the Banks' failure, as the case may be, to comply with
its contractual  obligations under this Agreement or any other Loan Document or,
but only to the extent not waivable thereunder,  applicable law. Upon request of
the Borrowers,  the Banks shall request an itemization (with reasonable  detail)
of  all  costs  and  expenses   from  all  third  parties  for  which  it  seeks
reimbursement  hereunder and shall provide a copy thereof to the Borrowers  upon
receipt.  Further,  the Administrative Agent and the Banks shall not be entitled
to reimbursement for costs and expenses of third party  consultants  (other than
their regular inside and outside legal  counsel)  unless an Event of Default has
occurred and is continuing or a bona fide dispute exists hereunder.

<PAGE>

SECTION 10.04. Notices. All notices and other communications provided for herein
(including,  without  limitation,  any  modifications of, or waivers or consents
under,  this Agreement) shall (unless  otherwise  indicated) be given or made by
telecopy or in writing  and  telecopied,  mailed or  delivered  to the  intended
recipient at the address of such party as follows:

      (a)    Any or all of the Borrowers:

             Plasti-Line, Inc.
             Attn:  Mark J. Deuschle
             623 East Emory Road
             Knoxville, Tennessee  37950-9043
             Fax: (423) 947-8565

      And with a copy of such notice to:

             Thomas N. McAdams
             Bernstein, Stair & McAdams
             530 South Gay Street, Suite 600
             Knoxville, Tennessee 37902
             Fax:  (423) 522-8879

      (b) The  Administrative  Agent or any Bank at its address  shown below its
name on the signature pages hereof.

      With a copy of such notice to:

             Hunton & Williams
             900 South Gay Street, Suite 2000
             Knoxville, Tennessee 37901
             Attn:  Jeffrey J. Wall
             Fax: (423) 549-7704

Except as otherwise provided in this Agreement, all such communications shall be
deemed  to have been duly  given  when  transmitted  by  telecopier,  personally
delivered or, in the case of a mailed notice,  upon receipt,  in each case given
or addressed as aforesaid. Any such notice or communication that is delivered by
mail shall be presumed to have been received  three  Business Days after the day
it is mailed.  Unless  otherwise  indicated,  notices  received  after 5:00 p.m.
Knoxville  time on any day shall be deemed to have been  given by the  sender on
the next succeeding  Business Day. Any party may change its address for purposes
of this Agreement by giving notice of such change to the other parties  pursuant
to this Section 10.04.

SECTION  10.05.  Governing  Law.  This  Agreement  has been  prepared,  is being
executed  and  delivered,  and is  intended  to be  performed  in the  State  of
Tennessee,  and the substantive  laws of such state (without regard to choice of
law provisions thereof)

<PAGE>

shall govern the validity, construction,  enforcement and interpretation of this
Agreement and all of the other Loan Documents.

SECTION 10.06. Invalid Provisions. If any provision of any Loan Document is held
to be illegal,  invalid or unenforceable under present or future laws during the
term of this  Agreement,  such  provision  shall be fully  severable;  such Loan
Document  shall  be  construed  and  enforced  as if such  illegal,  invalid  or
unenforceable  provision had never  comprised a part of such Loan Document;  and
the remaining  provisions  of such Loan Document  shall remain in full force and
effect  and shall not be  affected  by the  illegal,  invalid  or  unenforceable
provision or by its severance from such Loan Document.  Furthermore,  in lieu of
each such illegal,  invalid or unenforceable provision shall be added as part of
such  Loan  Document  a  provision  mutually  agreeable  to the  Borrowers,  the
Administrative Agent and the Majority Banks as similar in terms to such illegal,
invalid or  unenforceable  provision as may be possible and be legal,  valid and
enforceable.  In the event the  Borrowers,  the  Administrative  Agent,  and the
Majority  Banks are  unable to agree,  after  good  faith  negotiations,  upon a
provision to be added to the Loan Document  within a period of ten (10) Business
Days after a provision  of the Loan  Document is held to be illegal,  invalid or
unenforceable,  then a provision  acceptable to the Administrative Agent and the
Majority  Banks as similar  in terms to the  illegal,  invalid or  unenforceable
provision  as is possible  and be legal,  valid and  enforceable  shall be added
automatically  to such Loan Document.  In either case, the effective date of the
added  provision shall be the date upon which the prior provision was held to be
illegal, invalid or unenforceable.

SECTION 10.07. Nonliability of Banks. The relationship between the Borrowers and
the  Banks is,  and shall at all times  remain,  solely  that of  borrowers  and
lenders, and the Banks and the Administrative Agent neither undertake nor assume
any responsibility or duty to the Borrowers to review, inspect,  supervise, pass
judgment  upon,  or inform the  Borrowers of any matter in  connection  with any
phase of the  Borrowers'  businesses,  operations,  or  condition,  financial or
otherwise. The Borrowers shall rely entirely upon their own respective judgments
with respect to such matters, and any review, inspection,  supervision, exercise
of  judgment,  or  information  supplied  to the  Borrowers  by any  Bank or the
Administrative Agent in connection with any such matter is for the protection of
the Banks and the Administrative  Agent, and neither the Borrowers nor any third
party is entitled to rely thereon.

SECTION 10.08.  Binding Effect and  Assignability.  The Loan Documents  shall be
binding upon and inure to the benefit of the Borrowers, the Administrative Agent
and  the   Banks   and   their   respective   successors,   assigns   and  legal
representatives;

<PAGE>

provided,  however,  that no Borrower may,  without the prior written consent of
the Administrative  Agent and the Banks,  assign any rights,  powers,  duties or
obligations thereunder.

SECTION  10.09.  Entirety;  Conflicts.  The Loan  Documents  embody  the  entire
agreement   between  the  parties  and  supersede  all  prior   agreements   and
understandings,  if any,  relating to the subject matter hereof and thereof.  In
the  event  of any  conflict  in the  provisions  of  this  Agreement  with  the
provisions of any other Loan Document,  the  provisions of this Agreement  shall
govern.

SECTION 10.10. Headings,  etc. Article and Section headings and captions and the
table of contents  hereto are for  convenience of reference only and shall in no
way affect the interpretation of this Agreement.

SECTION  10.11.  Survival.  All  representations  and  warranties  made  by  the
Borrowers  herein  shall  survive  delivery  of the Notes and the  making of the
Loans.

SECTION 10.12.  Sale and Transfers etc. of Commitments and Notes;  Particpations
in  Commitments  and  Notes.

      (a) Each Bank shall have the right at any time to sell,  assign,  transfer
or negotiate all or part (but not less than  $3,000,000 in principal  amount) of
its  Commitments,  Loans,  Notes,  and other rights and  obligations  under this
Agreement and each other Loan Document, upon payment to the Administrative Agent
of an assignment fee of $2,000 for each such transaction.

      (b)  Each  Bank  may  grant  participations  in  all or  any  part  of its
Commitment,  Loans  and its  Notes;  provided,  however,  no  holder of any such
participation,  other than an  Affiliate  of such  Bank,  shall be  entitled  to
require  such  Bank to take or omit to take  any  action  hereunder  and no Bank
shall,  as  among  the  Borrowers  and  such  Bank,  be  relieved  of any of its
obligations  hereunder as a result of any such granting of a participation,  but
the  participating  Bank shall be  entitled  to rely on, and  possess all rights
under, any opinions,  certificates,  or other instruments  delivered under or in
connection with this Agreement or any other Loan Document.

      (c) Each  Borrower  authorizes  each Bank to disclose to any  participant,
assignee  or  Purchasing  Bank  (each,  a  "Transferee")   and  any  prospective
Transferee any and all financial and other information in such Bank's possession
concerning the Borrowers and the  Subsidiaries,  if any, that has been delivered
to such  Bank by the  Borrowers  pursuant  to this  Agreement  or that  has been
delivered to such Bank by the Borrowers.

<PAGE>

      (d) If, pursuant to this Section 10.12,  any interest in this Agreement or
any Commitment,  Loan or Note is transferred to any Transferee that is organized
under the laws of any  jurisdiction  other than the  United  States or any state
thereof,  the  transferor  Bank shall  cause  such  Transferee  (other  than any
participant),   and  shall  cause  any   participant,   concurrently   with  the
effectiveness of such transfer, (i) to represent to the transferor Bank (for the
benefit of the transferor  Bank, the  Administrative  Agent,  and the Borrowers)
that under  applicable law and treaties no taxes will be required to be withheld
by the  Administrative  Agent,  and the  Borrowers or the  transferor  Bank with
respect to any payments to be made to such  Transferee  in respect of the Loans,
(ii) to  furnish  to the  transferor  Bank,  the  Administrative  Agent  and the
Borrowers  either  U.S.  Internal  Revenue  Service  Form 4224 or U.S.  Internal
Revenue  Service  Form 1001  (wherein  such  Transferee  claims  entitlement  to
complete  exemption from U.S. federal  withholding tax on all interest  payments
hereunder)  and (iii) to agree (for the  benefit  of the  transferor  Bank,  the
Administrative  Agent and the  Borrowers) to provide the  transferor  Bank,  the
Administrative  Agent  and the  Borrowers  a new Form 4224 or Form 1001 upon the
obsolescence  of any  previously  delivered  form and  comparable  statements in
accordance  with  applicable  U.S.  laws and  regulations  and  amendments  duly
executed and completed by such Transferee,  and to comply from time to time with
all applicable  U.S. laws and  regulations  with regard to such  withholding tax
exemption.

SECTION  10.13.  No Third  Party  Beneficiary.  Without  limiting  the effect of
Sections 10.08,  10.12 and 10.18, the parties do not intend the benefits of this
Agreement to inure to any third party,  nor shall this Agreement be construed to
make or render the Administrative  Agent or the Banks liable to any materialman,
supplier, contractor,  subcontractor,  purchaser or lessee of any property owned
by the Borrowers,  or for debts or claims  accruing to any such persons  against
the Borrowers.  Notwithstanding anything contained herein or in the Notes, or in
any other Loan  Document,  or any  conduct or course of conduct by any or all of
the parties  hereto,  before or after signing this  Agreement nor any other Loan
Document  shall be  construed  as creating  any right,  claim or cause of action
against  the  Administrative  Agent  or the  Banks,  or any of  their  officers,
directors,  agents  or  employees,  in  favor  of  any  materialman,   supplier,
contractor,  subcontractor,  purchaser  or lessee of any  property  owned by the
Borrowers, nor to any other person or entity other than the Borrowers.

SECTION 10.14. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
ADMINISTRATIVE AGENT, THE BANKS AND THE BORROWERS HEREBY KNOWINGLY, VOLUNTARILY,
AND  INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT, THE NOTES OR ANY LOAN DOCUMENT,

<PAGE>

OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (VERBAL OR WRITTEN), OR
ACTIONS OF THE ADMINISTRATIVE AGENT, THE BANKS, OR THE BORROWERS. THIS PROVISION
IS A MATERIAL  INDUCEMENT  FOR THE  ADMINISTRATIVE  AGENT AND THE BANKS ENTERING
INTO THIS AGREEMENT.

SECTION 10.15. Consent to Jurisdiction.  (a) Each Borrower, in respect of itself
and its  properties,  represents  that it is subject to (and hereby  irrevocably
submits  to) the  nonexclusive  jurisdiction  of any  United  States  federal or
Tennessee  state court sitting in  Knoxville,  Tennessee in respect of any suit,
action or proceeding  arising out of or relating to this Agreement or the Notes,
and  irrevocably  agrees that all claims in respect of any such suit,  action or
proceeding  may be  heard  and  determined  in any  such  court.  Each  Borrower
irrevocably  waives,  to the  fullest  extent  it may  effectively  do so  under
applicable  law,  any  objection  to the  laying of the venue of any such  suit,
action or proceeding brought in any such court and any claim that any such suit,
action  or  proceeding  brought  in  any  such  court  has  been  brought  in an
inconvenient forum.

      (a) Each  Borrower  hereby  irrevocably  appoints Mark J. Deuschle with an
office  on the  date  hereof  at  623  East  Emory  Road,  Knoxville,  Tennessee
37950-9043 as its agent to receive and  acknowledge  on behalf of itself and its
properties  and assets  service of any and all process that may be served in any
suit, action or proceeding of the nature referred to in the preceding  paragraph
in any United  States  federal or Tennessee  state court  sitting in  Knoxville,
Tennessee.  Said  designation  and  appointment  shall,  to the  fullest  extent
permitted by law, be irrevocable until the Repayment Date. If (i) such agent (or
any agent appointed pursuant to this sentence) shall cease so to act or (ii) the
appointment  of such agent (or any agent  appointed  pursuant to this  sentence)
shall prove to be ineffective  for any reason,  then such Borrower shall without
delay appoint  another such agent  satisfactory  to the Majority Banks and shall
promptly deliver to the  Administrative  Agent evidence in writing of such other
agent's acceptance of such appointment.

      (b) The foregoing  provisions  shall not limit the right of any Bank,  the
Administrative  Agent or any other  party  hereto to serve  process in any other
manner  permitted  by law or limit the  right of any Bank or the  Administrative
Agent or other party hereto to bring any suit, action or proceeding or to obtain
execution  on any judgment  rendered in any suit,  action or  proceeding  in any
other appropriate jurisdiction or in any other manner.

SECTION  10.16.  Multiple  Counterparts.  This  Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same  agreement,  and any of

<PAGE>

the parties hereto may execute this Agreement by signing any such counterpart.

SECTION 10.17. Disclosures.  The Administrative Agent and each Bank may disclose
to, and exchange and discuss with, any other Person (the  Administrative  Agent,
each Bank and each such other Person being hereby  irrevocably  authorized to do
so) any information concerning the Borrowers or any Subsidiary (whether received
by the  Administrative  Agent,  the Bank or such  Person in  connection  with or
pursuant to this  Agreement or  otherwise)  solely as may be  determined  by the
disclosing  party to be required by applicable law or necessary or desirable for
the  purpose of  protecting,  preserving,  exercising  or  enforcing  any rights
hereunder or under the Notes,  or consulting  with respect to any such rights or
any rights of the Borrowers.

SECTION  10.18.  Sharing  of  Setoffs.   Upon  the  occurrence  and  during  the
continuance of an Event of Default, the holder of any Note shall have the right,
in addition to and not in  limitation of any right that any such holder may have
under  applicable law or otherwise,  to setoff against the unpaid balance of any
Note or  Notes  or  participations  therein  held by it any  debt  owing  to the
Borrowers  or any of them by such holder,  including,  without  limitation,  any
funds in any deposit  account  maintained  by the  Borrowers or any of them with
such  holder,  and  nothing  in this  Agreement  shall be deemed  any  waiver or
prohibition  of any Bank's  right of banker's  lien or setoff.  Each holder of a
Note agrees that if it shall,  through the exercise of a right of banker's lien,
setoff,  counterclaim or otherwise,  obtain payment of a proportion of any Notes
held by it in excess of the  proportion of the Notes of the other holders of the
Notes being paid  simultaneously or required hereby to be paid  proportionately,
it shall be deemed to have  simultaneously  purchased  from such other holders a
participation  in the Notes  held by such other  holders  so that the  aggregate
unpaid principal amount of all Notes then outstanding as the principal amount of
such  note  held by it  prior to such  exercise  of  banker's  lien,  setoff  or
counterclaim  or receipt of other  payment  was to the  principal  amount of all
Notes   outstanding   prior  to  such  exercise  of  banker's  lien,  setoff  or
counterclaim  or receipt of other  payment,  and it shall promptly remit to each
such holder the amount of the participation  thus deemed to have been purchased.
Each Borrower  expressly  consents to the foregoing  arrangement and agrees that
any holder of a  participation  in a Note so acquired  may  exercise any and all
rights of banker's lien,  setoff,  counterclaim or otherwise with respect to any
and all moneys owing by such holder to such  Borrower as fully as if such holder
were a  holder  of a Note in the  amount  of such  participation.  If all or any
portion of any such excess payment is thereafter  recovered from the holder that
received the same, the purchase provided for herein shall be deemed to have been
rescinded to the extent of such  recovery,  without  interest.  Each holder of a
Note agrees to give prompt

<PAGE>

written  notice to the  Borrowers  of any setoff made  pursuant to this  Section
10.18.

SECTION  10.19.  Repayments  in  Bankruptcy.  In the  event  any  amount  of the
Indebtedness  of the  Borrowers to the Banks  hereunder is paid by the Borrowers
and because of bankruptcy or other laws relating to creditors'  rights the Banks
repay  any  such  amounts  to the  Borrowers  or to  any  trustee,  receiver  or
otherwise,  then the  amounts so repaid  shall  again  become  part of the Loans
payable by the Borrowers.

SECTION 10.20. Amendment and Restatement. This Agreement amends and restates the
Revolving  Credit  and Term Loan  Agreement  dated as of April  21,  1995 by and
between  Plasti-Line and Third National Bank of East Tennessee,  predecessor (by
name change) to SunTrust.

                                   ARTICLE XI
                                  DEFINITIONS

SECTION 11.01. Definitions.  For purposes of this Agreement,  unless the context
otherwise  requires,  capitalized  terms  shall  have  the  respective  meanings
assigned to them in Exhibit A hereto.

SECTION 11.02. Other Definitional Provisions.  (a) Except as otherwise specified
herein,  all references herein (i) to any Person shall be deemed to include such
person's,  successors,  transferees  and  assignees,  but  only,  in the case of
transferees  and assignees of the Borrowers,  the  Administrative  Agent and the
Banks,  to the extent the  applicable  transfer or assignment  complies with the
provisions of this Agreement,  (ii) to any applicable law defined or referred to
herein shall be deemed  references to such  applicable  law as the same may have
been or may be  amended  or  supplemented  from  time to time  and  (iii) to any
Contract  defined  or  referred  to herein  shall be deemed  references  to such
Contract (and, in the case of any  instrument,  any other  instrument  issued in
substitution  therefor)  as the terms  thereof  may have been or may be amended,
supplemented, waived or otherwise modified from time to time.

      (b)  When  used in this  Agreement,  the  words  "herein",  "hereof",  and
"hereunder" and words of similar import shall refer to this Agreement as a whole
and not to any provision of this Agreement, and the words "section",  "schedule"
and  "exhibit"  shall refer to Sections of and  Schedules  and  Exhibits to this
Agreement unless otherwise specified.

<PAGE>


      (c)  Whenever  the context so  requires,  the neuter  gender  includes the
masculine or feminine,  and the singular  number  includes the plural,  and vice
versa.

      (d) All terms defined in this  Agreement  shall have the defined  meanings

when used in the Notes, and except as otherwise  expressly  stated therein,  any
certificate,  opinion  or other  Loan  Document  delivered  pursuant  hereto  or
referred to herein.

SECTION 11.03.  Accounting  Matters.  Unless  otherwise  specified  herein,  all
accounting  determinations  hereunder  and  all  computations  utilized  by  the
Borrower in complying  with the covenants  contained  herein shall be made,  all
accounting terms used herein shall be interpreted,  and all financial statements
required  to be  delivered  hereunder  shall be  prepared,  in  accordance  with
Generally Accepted Accounting Principles,  except, in the case of such financial
statements,  for departures from Generally Accepted  Accounting  Principles that
may from  time to time be  approved  in  writing  by the  independent  certified
accountants who are at the time in accordance with Section 5.05 reporting on the
Borrower's financial statements.

            {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK}

              {SIGNATURES BEGIN ON THE FOLLOWING PAGE}


<PAGE>

             IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement
to be duly  executed  by their duly  authorized  officers as of the day and year
first above written.



                                PLASTI-LINE, INC.


/s/ Mark J. Deuschle            By:
-----------------------------
                                     Mark J. Deuschle
                                Title:    Vice President-Finance


                                CARTER-MIOT, INC.


/s/ Mark J. Deuscle              By:
-----------------------------
                                     Mark J. Deuschle
                                Title:     Secretary-Treasurer


                                AMERICAN SIGN AND MARKETING
                                 SERVICES, INC.


/s/ Mark J. Deuschle              By:
-----------------------------
                                     Mark J. Deuschle
                                Title:     Secretary



                                SUNTRUST BANK, EAST TENNESSEE
                                N.A., as Administrative Agent

/S/ T. L. "Chip" Smallwood         By:
-----------------------------
                                T. L. "Chip" Smallwood
                                Title: Vice President
                                Address:  700 Hill Avenue
                                Knoxville, Tennessee 37915

<PAGE>



Amount of        Percentage
Commitment        Interest

                                SUNTRUST BANK, EAST TENNESSEE, N.A.,
                                 as Bank


*$9,500,000          50%        By:
                                /s/ T.L. Chip Smallwood
                                T. L. "Chip" Smallwood
                                Title:  Vice President

                                Address:  700 Hill Avenue
                                          Knoxville,
Tennessee 37915
                                    Fax:  (423) 544-2125


                                NATIONAL CITY BANK, KENTUCKY,
                                as Bank


$9,500,000           50%        By:
                                /S/ Carrie Tate
                                Carrie Tate

                                Title: Vice President
                                Address:  5304 Chaversham Lane
                                Norcross,    Georgia 30092
                                Fax:  (770) 441-1525


*Includes $2,000,000 Swing Line Commitment.


<PAGE>

                                    EXHIBIT A

                                   DEFINITIONS

      This is Exhibit A to that certain  Amended and Restated  Credit  Agreement
dated as of April 30,  1996,  among  Plasti-Line,  Inc.,  Carter-Miot,  Inc. and
American Sign and Marketing  Services,  Inc., as Borrowers,  SunTrust Bank, East
Tennessee,  N.A., as  Administrative  Agent,  and the Banks listed  therein (the
"Agreement").  When used in this  Exhibit,  the words  "herein",  "hereof",  and
"hereunder"  and words of similar import shall refer to the  Agreement,  and the
words  "section",  "schedule"  and  "exhibit"  shall  refer to  Sections  of and
Schedules and Exhibits to the Agreement, unless otherwise specified.

      "Account Debtors" has the meaning provided in the Security Agreement.

      "Accounts  Payable" means  "accounts  payable" as determined in accordance
with Generally  Accepted  Accounting  Principles and which are unpaid 90 days or
longer after their respective billing dates.

      "Accounts"  means any "Account",  as such term is defined in Section 9-106
of the Uniform  Commercial  Code as adopted in Tennessee,  in which any Borrower
shall now or hereafter have any right, title or interest.

      "Administrative Agent" shall have the meaning assigned to such term in the
preamble hereof, and any successor thereto pursuant to Article IX hereof.

      "Affiliate"  means, with respect to any Person,  any other Person directly
or indirectly, through one or more intermediaries,  controlling,  controlled by,
or under  common  control  with,  such first  Person.  For the  purposes of this
definition,  "control"  (including the terms  "controlled  by" and "under common
control with"),  as used with respect to any Person,  shall mean the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management and policies of such Person, whether through the ownership of Capital
Securities  having voting rights or by contract or otherwise.  Unless  otherwise
specified, "Affiliate" means an Affiliate of any Borrower.

      "Agreement"  means the Amended and  Restated  Credit  Agreement  among the
Borrowers,  the Banks and the Administrative  Agent, dated as of April 30, 1996,
as the same may be amended,  modified,  supplemented  or  restated  from time to
time.

      "AIS Agreement" means the Automatic  Investment  Service  Agreement by and
between  SunTrust and  Plasti-Line  dated  August 30,  1995,  as the same may be
amended, modified, restated or supplemented from time to time.

<PAGE>

      "Applicable LIBOR Margin" means the annual rate of interest to be added to
the LIBOR  Rate in  calculating  interest  payable  on LIBOR  Loans and shall be
determined  based  on the  ratio of  Consolidated  Funded  Debt to  Consolidated
Adjusted  Cash Flow as of the last day of the most  recent  fiscal  quarter  for
which quarterly  financial  statements have been delivered to the Banks and such
determination shall be based on a rolling four quarters basis:

      Ratio                          Applicable LIBOR Margin


3.50 to 1.00 or greater                        2.85%

Greater than or equal to
3.00 to 1.00 but less
than 3.50 to 1.00                              2.70%

Greater than or equal to
2.50 to 1.00 but less
than 3.00 to 1.00                              2.50%

Greater than or equal to
2.00 to 1.00 but less
than 2.50 to 1.00                              2.15%

Greater than or equal to
1.50 to 1.00 but less
than 2.00 to 1.00                              1.90%

Less than 1.50 to 1.00                         1.65%

The ratio upon which a determination of "Applicable LIBOR Margin" is based shall
be computed on the basis of the  financial  statements  delivered  by  Borrowers
pursuant to Section  5.06(a).  Changes in the  Applicable  LIBOR Margin shall be
effective  as of  the  first  day of the  month  next  succeeding  the  date  of
determination. In the event that any financial information provided by Borrowers
is subsequently  determined to be inaccurate and accurate information would have
resulted in a higher  Applicable  LIBOR  Margin,  such higher  Applicable  LIBOR
Margin shall be given effect retroactively,  and Borrowers shall promptly pay to
the  Administrative  Agent  for the  benefit  of the  Banks  such  amount  as is
necessary to give effect to such change.

      "Banks" means the  institutions  indicated as Banks on the signature pages
hereof,  and shall include,  at such times as they shall become parties  hereto,
Purchasing Banks, if any.

      "Base Rate Margin" means zero percent (0%) per annum.

      "Base Rate Loan" shall mean a Loan on which interest  accrues based on the
Base Rate in accordance with Article I.

<PAGE>

"Base Rate"  means the greater of "a) the Federal  Funds Rate plus 1/4 of 1% and
(b) the rate of interest announced from time to time by the Administrative Agent
as its prime rate of interest (which rate of interest may not be the lowest rate
charged by the Administrative  Agent or any Bank on similar loans).  Each change
in the Base Rate shall become  effective  without  prior notice to the Borrowers
automatically as of the date of such change in the Base Rate.


      "Borrower" and "Borrowers"  shall have the meaning  assigned to such terms
in the preamble hereof.

      "Borrowing Base" means the sum of the following:

           (a)  80% of Eligible Accounts Receivable, plus

           (b)  50% of Eligible Inventory, minus

           (c)  50% of Customer Deposits, minus

           (d)  Accounts Payable.

      The Banks shall be  permitted  to change the  Borrowing  Base from time to
time upon  providing to the Borrowers not less than 60 days prior written notice
of such proposed changes; provided,  however, that such proposed changes must be
mutually acceptable to the Banks and the Borrowers in their reasonable judgment;
provided  further,  however,  that in the event that the Banks and the Borrowers
are  unable  to agree on such  proposed  changes,  any and all  final  decisions
regarding  proposed  changes  shall be made by the  Banks  in  their  reasonable
discretion.

      "Borrowing  Base  Certificate"  shall  mean  the  certificate  in the form
attached as Exhibit E to this Agreement.

      "Business Day" means any day other than Saturday, Sunday or a day on which
banks are  required  or  authorized  to be closed  for  business  in  Knoxville,
Tennessee,  and, with respect to any LIBOR Loan,  means any such Business Day on
which  transactions  are  effected in deposits of U.S.  Dollars in the  relevant
interbank  foreign  currency  deposits market and on which  commercial banks are
open for  domestic  and  international  business  (including  dealings in Dollar
deposits) in the jurisdiction in which such interbank market is located.

      "Capital  Lease"  means,  as of any date,  any lease of property,  real or
personal, that would be capitalized on a balance sheet of the lessee prepared as
of such  date in  accordance  with  Generally  Accepted  Accounting  Principles,
together  with any other lease by such  lessee that is in  substance a financing
lease,  including without limitation,  any lease under which (a) such lessee has
or will have an option to purchase  the

<PAGE>

property subject thereto at a nominal amount or an amount less than a reasonable
estimate of the fair market value of such  property as of the date such lease is
entered into, or (b) the term of the lease  approximates or exceeds the expected
useful life of the property leased thereunder.

      "Capital  Securities"  means  with  respect  to any  Person  that is (a) a
corporation,  any shares of capital stock of such corporation,  (b) a general or
limited  partnership,  any  general  or  limited  partnership  interest  of such
partnership,  (c) a limited liability company,  any stock or other membership or
ownership  interests  in such  limited  liability  company,  and also  means any
security convertible into, or any option, warrant or other right to acquire, any
of the items described in clause (a), (b) or (c) above of such Person.

      "Capitalized  Lease  Obligations"  means all  obligations of Plasti-Line
and the Consolidated Subsidiaries under Capital Leases.

      "Closing  Date" means April 30, 1996,  or such other date as the Borrowers
and the Banks may agree.

      "Closing Fee" shall have the meaning assigned to such term in Section 1.06
hereof.

      "CMLTD" means current maturities of Long Term Debt and shall be determined
both as to  classification  of items and amounts in  accordance  with  Generally
Accepted Accounting Principles.

      "Commitment  Termination  Date" means the Maturity  Date,  or such earlier
date and time on which the Commitments are terminated pursuant to Article VIII.

      "Commitment   Transfer   Supplement"   means  an   agreement   among   the
Administrative  Agent, a Bank, the Borrowers and a Purchasing Bank providing for
the transfer of a portion of the Loans and the  Commitment  of such Bank (or any
prior  Purchasing  Bank)  to a  Purchasing  Bank,  which  shall  be in form  and
substance satisfactory to the Borrowers,  the Administrative Agent and such Bank
and shall set forth the  reallocations  of the  Commitment  and the  outstanding
principal amounts of the Loans by each Bank.

      "Compliance  Certificate"  shall mean a certificate of the chief financial
officer  of   Plasti-Line  in  the  form  of  Exhibit  D  hereto  setting  forth
computations  in  reasonable  detail as of the date thereof of  compliance  with
Article VII.

      "Commitment"  means,  with  respect  to

<PAGE>

each Bank,  the amount of the Commitment of such Bank as set forth opposite such
Bank's name on the signature pages hereof,  as the same may be reduced from time
to  time  pursuant  to  this  Agreement,  and  with  respect  to  SunTrust,  the
"Commitment" of SunTrust shall include the Swing Line Commitment.

      "Consolidated  Adjusted  Cash Flow"  means,  for any  period,  the sum for
Plasti-Line and its  Consolidated  Subsidiaries,  of (a) Consolidated Net Income
for such period plus (b) to the extent deducted in determining  Consolidated Net
Income for such period, (i) depreciation and amortization, (ii) taxes, and (iii)
Interest Expense.

      "Consolidated  Current Assets" means, at any date, the aggregate amount of
all assets of  Plasti-Line  and its  Consolidated  Subsidiaries  determined on a
consolidated  basis that would be  classified  as current  assets  according  to
Generally Accepted Accounting Principles.

      "Consolidated Current Liabilities" mans, at any date, the aggregate amount
of all liabilities of Plasti-Line and its Consolidated  Subsidiaries  determined
on a  consolidated  basis  that  would  be  classified  as  current  liabilities
according to Generally Accepted Accounting Principles.

      "Consolidated  Debt Service" means,  for any twelve month period,  the sum
(determined  on a  consolidated  basis)  for  Plasti-Line  and its  Consolidated
Subsidiaries  of (a) CMLTD for such  period plus (b)  Interest  Expense for such
period.

      "Consolidated Funded Debt" means, as of any date of determination, the sum
of all  Indebtedness  (including the current portion thereof) of Plasti-Line and
its Consolidated Subsidiaries on such date constituting Notes Payable, Long Term
Debt,  Letters of Credit in excess of an aggregate of $3,000,000 and Capitalized
Lease Obligations.

      "Consolidated  Net Income" means,  for any period,  the  consolidated  net
income of Plasti-Line and the  Consolidated  Subsidiaries for such period (taken
as a cumulative  whole) all as determined in accordance with Generally  Accepted
Accounting Principles.

      "Consolidated  Subsidiaries"  means,  as of any date,  all  Affiliates  of
Plasti-Line included as of such date in the consolidated financial statements of
Plasti-Line (including, without limitation, the other Borrowers).

      "Consolidated  Tangible Net Worth"  means,  at any date,  the net worth of
Plasti-Line and its Consolidated  Subsidiaries  after subtracting  therefrom the
aggregate amount of intangible assets including,  without limitation,  goodwill,
franchises,  licenses,  patents,  trademarks,  trade names, copyrights,  service
marks,  brand names,  experimental or organization  expenses,  unamortized  debt
discount and expenses, deferred charges, and treasury stock

<PAGE>

and all subordinated  stockholder loans, including, but not limited to, accounts
or  subordinated  stockholder  loans  evidenced  by  promissory  notes  or other
instruments.

      "Contract"  means an  indenture,  agreement  (other than this  Agreement),
other  contractual  restriction,  lease,  instrument  (other  than  the  Notes),
certificate or Organizational Document.

      "Controlled  Group"  means (a) the  controlled  group of  corporations  as
defined in Section 1563 of the Internal  Revenue Code or (b) the group of trades
or businesses  under common control as defined in Section 414(c) of the Internal
Revenue Code of which the Borrower is a part or may become a part.

      "Controlling  Interests"  means  ownership of a  sufficient  interest in a
Person  to  approve  mergers,  sales  of  assets,  dissolutions,  amendments  to
Organizational  Documents and other acts requiring a "supermajority"  vote under
applicable law and such Person's Organizational Documents.

      "Conversion  Date"  means the date on which any Loan is  converted  from a
Base Rate Loan or a LIBOR Loan to a Loan of a different type pursuant to Section
1.08 hereof.

      "Customer  Deposits"  means any and all advances  and/or  deposits made by
Borrowers'  customers to such  Borrower(s) for goods sold by such Borrower(s) to
such  customer(s)  and made prior to delivery of such goods,  for credit against
the purchase price of such goods.

      "Default Rate" means the Base Rate plus two percent (2%) per annum.

      "Default"  means an Event of Default or any  condition  or event that with
the  giving  of notice  or the  lapse of time or both  would  become an Event of
Default.

      "Dollars"  and the sign "$" shall  refer to lawful  currency of the United
States of America.

      "Eligible  Accounts  Receivable"  means such Accounts which are and at all
times shall  continue to be acceptable to the Banks in all respects,  including,
without limitation,  the following:  (i) those Accounts outstanding less than 90
days from  invoice  date and (ii) those  Accounts  arising from sales to General
Motors  Corporation  which are outstanding less than 180 days from invoice date;
provided,  however,  that  should  50% or more of any given  Account  balance be
outstanding  for  greater  than 90 days,  the entire  Account  balance  for such
Account  shall not be eligible for  inclusion  in the  Borrowing  Base;  further
provided, however, that if the standard contract payment terms on any such given
Account permits  payment without late charges up to 90 days after invoice,

<PAGE>

then should 50% or more of such  Account's  balance be  outstanding  for greater
than 179 days after invoice,  then the entire  Account  balance for such Account
shall  be  ineligible  for  inclusion  in  the  Borrowing  Base.   Criteria  for
eligibility  shall be fixed and revised  from time to time by the Banks in their
reasonable judgment.

      "Eligible Inventory" means, as of any time, all Inventory of the Borrowers
which is in good and saleable condition,  is not obsolete or unmerchantable,  in
which the Banks have been granted a first priority  security  interest which the
Banks have  perfected  and is  acceptable  to the Banks in all  respects  in the
Banks' exclusive  judgment;  provided,  however,  that this definition shall not
include any work-in-process.

      "Environmental  Laws" means all laws relating to Hazardous Waste disposal,
Toxic Substances, or environmental conservation.

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended,  together with all regulations and official rulings and interpretations
issued pursuant thereto.

      "ERISA  Affiliate" means any corporation or trade or business,  whether or
not incorporated,  which together with the Borrower would be treated as a single
employer under ERISA or the Internal Revenue Code.

      "LIBOR  Loan" means a Loan on which  interest  accrues  based on the LIBOR
Rate in accordance with Article I.

      "Event of Default" shall have the meaning assigned to such term in Article
VIII.

      "Facility  Fee" shall have the  meaning  assigned  to such term in Section
1.06 hereof.

      "Federal  Funds  Rate"  means  for any day,  the rate per  annum  (rounded
upwards,  if  necessary,  to the  nearest  1/16th of 1%)  equal to the  weighted
average of the rates on overnight federal funds transactions with members of the
Federal  Reserve  System  arranged  by federal  funds  brokers  on such day,  as
published  by the Federal  Reserve  Bank of New York,  on the  Business Day next
succeeding  such day,  provided that (a) if the day for which such rate is to be
determined  is not a Business  Day, the Federal Funds Rate for such day shall be
such  rate  on  such  transactions  on the  next  preceding  Business  Day as so
published on the next  succeeding  Business  Day, and (b) if such rate is not so
published  for any day, the Federal Funds Rate for such day shall be the average
rate charged to the  Administrative  Agent on such day on such  transactions  as
determined by the Administrative Agent.

<PAGE>

      "Federal  Reserve  Board"  means the  Board of  Governors  of the  Federal
Reserve System and any successor agency.

      "Generally Accepted Accounting  Principles" means those generally accepted
accounting  principles and practices that are recognized as such by the American
Institute  of  Certified  Public   Accountants  acting  through  its  Accounting
Principles Board or by the Financial Accounting Standards Board or through other
appropriate boards or committees  thereof and that are consistently  applied for
all  periods  after the date of the most  recent  balance  sheet of  Plasti-line
referred to in Section 5.06 so as to properly  reflect the financial  condition,
and  the  results  of  operations  and  cash  flows,   of  Plasti-Line  and  its
Consolidated  Subsidiaries,  except that any  accounting  principle  or practice
required  to  be  changed  by  the  Accounting  Principles  Board  or  Financial
Accounting  Standards  Board (or other  appropriate  board or  committee of such
Boards) in order to continue as a generally  accepted  accounting  principle  or
practice  may so be  changed.  In the  event of a change in  Generally  Accepted
Accounting Principles,  the Banks and the Borrowers will thereafter negotiate in
good faith to revise any covenants of this Agreement  affected by such change in
order to make such  covenants  consistent  with  Generally  Accepted  Accounting
Principles then in effect.

      "Governmental  Authority"  means (a) with  respect to the  Borrowers,  any
government  (or any political  unit  thereof),  court,  bureau,  agency or other
governmental authority having or claiming jurisdiction over the Borrowers or any
of their respective businesses, operations or properties and (b) with respect to
the  Administrative  Agent, the Banks and their Affiliates,  the Federal Reserve
Board, the Comptroller of the Currency, any state banking regulator or any other
government  (or any political  unit  thereof),  court,  bureau,  agency or other
governmental  authority having or claiming  jurisdiction or regulatory authority
over the  Administrative  Agent,  such Bank or their  Affiliates or any of their
respective businesses, operations or properties.

      "Guaranty" of any Person means any contract, agreement or understanding of
such  Person  pursuant  to which such  Person  provides  for the  payment of any
Indebtedness   of  any  other  Person  (the  "Primary   Obligor")  or  otherwise
protecting,  or having the practical  effect of  protecting,  the holder of such
Indebtedness  against  loss,  in any manner,  whether  directly  or  indirectly,
contingent  or  otherwise,  including  without  limitation  agreements:  (a)  to
purchase such Indebtedness or any property constituting  security therefor,  (b)
to advance or supply funds (i) for the purchase or payment of such Indebtedness,
or (ii) to  maintain  net  worth  or  working  capital  or other  balance  sheet
conditions,  or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness,  (c) to purchase  property,  securities or service
primarily  for the purpose of assuring  the

<PAGE>

holder of such  Indebtedness  of the  ability  of the  Primary  Obligor  to make
payment  of the  Indebtedness,  or (d)  otherwise  to assure  the  holder of the
Indebtedness of the Primary Obligor against loss in respect thereof.

      "Hazardous  Wastes"  means all waste  materials  subject to  regulation or
defined as such under the Comprehensive  Environmental  Response,  Compensation,
and Liability Act as modified by the Superfund  Amendments  and  Reauthorization
Act of 1986, the Resource  Conservation and Recovery Act, the Clean Air Act, the
Federal Water  Pollution  Control Act, the Toxic  Substance  Control Act, or any
applicable state law and any other applicable  federal,  state or local laws and
their  regulations now in force or hereafter enacted relating to hazardous waste
disposal or environmental conservation.

      "Indebtedness"  means, with respect to any Person and without duplication:
(a) all  obligations of such Person for borrowed money or the deferred  purchase
price of goods or services  (except  trade  payables in the  ordinary  course of
business);  (b) all obligations of such Person in respect of any Guaranty (other
than endorsements of checks for deposit in the ordinary course of business), (c)
all  obligations  of such  Person  in  respect  of any  Capital  Lease,  (d) all
obligations,  indebtedness and liabilities,  including any refinancings thereof,
secured by any lien or any  security  interest on any property or assets of such
Person, and (e) all Mandatorily  Redeemable  Securities of such Person valued in
accordance with Generally Accepted Accounting Principles.

      "Intercreditor  Agreement" means the  Intercreditor  Agreement dated as of
April 30, 1996 by and among the Administrative  Agent and the Banks, as the same
may be amended, modified, restated or supplemented from time to time.

      "Interest  Expense"  means,  for any  period,  all  interest in respect of
Indebtedness  accrued or capitalized during such period (whether or not actually
paid during such period).

      "Interest  Payment  Date"  means (a) with  respect  to each LIBOR Loan not
constituting  a Swing  Loan,  (i) the last day of each  Interest  Period for all
Loans  having a one (1),  two (2) or three (3)  month  Interest  Period  and the
Commitment  Termination Date, as applicable,  and (ii) the last day of the third
month and the last day of the  Interest  Period and the  Commitment  Termination
Date, as applicable, for all LIBOR Loans having a six (6) month Interest Period;
(b) with respect to each LIBOR Loan  constituting a Swing Loan, the first day of
each calendar month and the Commitment Termination Date, as applicable;  and (c)
with respect to each Base Rate Loan (whether or not  constituting a Swing Loan),
the first day of each calendar month and the Commitment Termination Date.

<PAGE>

      "Interest  Period"  means,  as to any LIBOR Loan not  constituting a Swing
Loan,  the period  commencing  on the date of such  LIBOR  Loan or  continuation
thereof  and ending on the  numerically  corresponding  day (or,  if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2 or 3 months thereafter, as the Borrower may elect; provided, however, that (y)
if any  Interest  Period  would end on a day that is not a  Business  Day,  such
Interest  Period  shall be extended to the next  succeeding  Business Day unless
such next  succeeding  Business Day would fall in the next  calendar  month,  in
which case such Interest Period shall end on the next preceding Business Day and
(z) no Interest  Period with respect to any LIBOR Loan not  constituting a Swing
Loan shall end later than the Commitment Termination Date.

      "Internal  Revenue  Code"  means the  Internal  Revenue  Code of 1986,  as
amended, and all regulations and official rulings and interpretations thereunder
or thereof.

      "Inventory" has the meaning provided in the Security Agreement.

      "Legal  Requirement" means any requirement imposed upon the Administrative
Agent  or any Bank by any law of the  United  States  of  America  or any  other
jurisdiction  exercising or claiming authority over the Administrative  Agent or
such Bank, including without limitation, any regulation,  order, interpretation,
ruling or  official  directive  (whether  or not having the force of law) of any
Governmental Authority.

      "Letters of Credit" means  "letters of credit" as determined in accordance
with Generally Accepted Accounting Principles.

      "LIBOR  Rate" means,  with  respect to any  Interest  Period for any LIBOR
Loan,  the rate per annum  equal to the  quotient  of (i) the  offered  rate for
deposited in Dollars of amounts equal or  comparable to the principal  amount of
such LIBOR Loan offered for a term  comparable  to such Interest  Period,  which
rates  appear  on the  Reuters  Screen  LIBO  Page as of 10:00  a.m.  Knoxville,
Tennessee,  time,  two (2) Business Days prior to the first day of such Interest
Period,  provided  that (x) if more than one such  offered  rate  appears on the
Reuters  Screen  LIBO  Page,  the  rate  used  to  determine  LIBOR  will be the
arithmetic  average (rounded upward, if necessary,  to the next higher 1/16th of
1%) of such offered rates,  or (y) if no such offered rates appear on such page,
the rate used for such Interest Period will be the arithmetic  average  (rounded
upward,  is  necessary,  to the next higher 1/16th of 1%) of rates quoted by not
less than two major banks in New York, New York, selected by the Majority Banks,
at  approximately  10:00 a.m., New York time, two (2) Business Days prior to the
first day of such Interest  Period,  for deposits in Dollars  offered to leading
European  banks for a period  comparable

<PAGE>

to such Interest Period in an amount  comparable to the principal amount of such
Eurodollar  Loan,  divided  by (ii) a number  equal to 1.00  minus  the  Reserve
Percentage, the rate so determined to be rounded upwards to the nearest multiple
of 1/100th of 1%.


      "Lien" means any lien, mortgage,  security interest, tax lien, attachment,
levy,  charge,  pledge,   encumbrance,   conditional  sale  or  title  retention
arrangement,  or any other  interest  in  property  or assets  (or the income or
profits  therefrom)  designed to secure the repayment of  Indebtedness,  whether
consensual  or  nonconsensual  and  whether  arising by  agreement  or under any
statute or law, or otherwise.

      "Loan Documents" means this Agreement,  the Notes, the Security Agreement,
the Intercreditor  Agreement and any other document now or hereafter executed or
delivered  in  connection  with this  Agreement or the  Obligations,  including,
without limitation,  any life insurance assignment,  pledge agreement,  security
agreement,  financing statement,  deed of trust,  mortgage,  promissory note, or
subordination  agreement  (including  any renewals,  extensions  and  refundings
thereof  and  any   modifications,   supplements  and  amendments   thereto  and
substitutes therefor), each of which shall be in form and substance satisfactory
to the Banks.

      "Loan" means an amount  advanced  pursuant to Section 1.01 and a Loan of a
"type"  means a Loan that bears,  or is to bear,  as the  context  may  require,
interest based on the Base Rate or LIBOR Rate.

      "Long Term Debt" means "long term debt" as determined  in accordance  with
Generally Accepted Accounting Principles.

      "Majority Banks" means, as of any date,  Banks holding Notes  representing
at least eighty percent (80%) of the aggregate  unpaid  principal  amount of the
Loans  outstanding  on such date,  and in the event no Loans are  outstanding on
such date,  Banks  holding at least  sixty-six  percent  (66%) of the  aggregate
Commitments of all Banks.

      "Mandatorily  Redeemable Securities" means, as applied to a Person, any of
such Person's  Capital  Securities or debt to the extent that it is  redeemable,
payable or required to be purchased or otherwise  retired or extinguished (a) at
a fixed  or  determinable  date,  whether  by  operation  of a  sinking  fund or
otherwise,  (b) at the option of any Person  other than such  Person or (c) upon
the occurrence of a condition not solely within the control of such Person, such
as a redemption required to be made out of future earnings.

<PAGE>

      "Margin Stock" means "margin stock" as defined in Regulation U or G.

      "Material  Adverse Effect" means any material  adverse effect upon (a) the
validity,  performance or enforceability of any Loan Document or (b) the ability
of the Borrowers to fulfill their obligations under the Loan Documents.

      "Material  Subsidiary"  means any of the  Subsidiaries  listed on Schedule
4.06(a) and any other  domestic  Subsidiary now or in the future that has annual
revenues (either  historically or on a pro forma basis) exceeding 2.25% of total
consolidated revenues of Plasti-Line and the Consolidated Subsidiaries, provided
that the sum of all revenues of all Material Subsidiaries shall not be less than
75%  of  total  consolidated   revenues  of  Plasti-Line  and  the  Consolidated
Subsidiaries, and if less, additional Subsidiaries (in descending order of total
revenues)  shall  become  Material  Subsidiaries  until the sum of all  revenues
exceeds 75%.

      "Maturity Date" means June 30, 1998, provided,  however, that the Banks in
their absolute,  sole discretion may extend the Maturity Date for one additional
year  each year  beginning  June 30,  1997 by  providing  written  notice to the
Borrowers of such  extension,  and such notice shall be made not later than June
30 of each year prior to the Maturity  Date or such extended  Maturity  Date, as
applicable.

      "Maximum  Permitted Rate" means,  with respect to interest  payable on any
amount,  the rate of interest  on such amount  that,  if exceeded  could,  under
applicable law,  result in (a) civil or criminal  penalties being imposed on any
Bank or (b) any Bank's being unable to enforce  payment of (or if collected,  to
retain) all or part of such amount or the interest payable thereon.

      "Notes  Payable"  means "notes  payable" as determined in accordance  with
Generally Accepted Accounting Principles.

      "Notes" means the promissory notes executed by the Borrowers and delivered
to the Banks  pursuant  to Section  1.04 of this  Agreement,  together  with any
renewals, extensions, replacements or modifications thereof.

      "Obligations" means all indebtedness, liabilities and obligations, whether
now existing or hereafter  arising,  direct or  indirect,  fixed or  contingent,
secured or unsecured, matured or unmatured, joint, several or joint and several,
arising out of or in connection with this Agreement, the Notes, the Loans or any
other Loan Document or other document  executed or delivered in connection  with
this Agreement or the Loans.

      "One Month LIBOR Rate" means the LIBOR Rate for an Interest  Period having
a one (1) month duration.

<PAGE>

      "Organizational   Documents"  means  the  fundamental  organizational  and
governing  documents of a Person and includes,  without  limitation,  (a) in the
case  of  a  corporation,  its  articles  of  incorporation  and  other  charter
documents,  bylaws  and  agreements  among  shareholders,  (b) in the  case of a
partnership,  its  certificate of partnership,  partnership  agreement and other
agreements  among partners and (c) in the case of a limited  liability  company,
its articles of  organization,  operating  agreement and other  agreements among
members.

      "Percentage"  means,  with respect to each Bank,  the percentage set forth
opposite the name of such Bank on the signature pages hereof.

      "Permitted  Liens"  shall  mean  the  Liens  permitted   pursuant  to  the
provisions of Section 6.01.

      "Person"  shall  include  an   individual,   a  sole   proprietorship,   a
corporation,  a joint venture,  a general or limited  partnership,  a trust,  an
unincorporated organization, a mutual company, a joint stock company, an estate,
a union, an employee organization or a Governmental Authority.

      "Plan" means an employee  benefit plan as defined in Section 3(3) of ERISA
maintained  by the  Borrower or any  Subsidiary  for  employees  of the Borrower
and/or the  Subsidiaries,  and every  other  employee  benefit  arrangement  not
subject to ERISA,  including  but not limited to, those  arrangements  providing
profit-sharing,  stock bonus,  stock option,  executive  compensation,  deferred
compensation,  severance,  hospitalization,  medical, dental, disability or life
insurance benefits.

      "Premises"  means  any and  all of the  real  property  owned,  leased  or
otherwise used by any Borrower and its Material Subsidiaries.

      "Purchasing  Bank" shall have the meaning assigned to such term in Section
10.12 hereof.

      "Regulations D, G, U and X" means Regulations D, G, U and X of the Federal
Reserve  Board,  as the same is from time to time in  effect,  and all  official
rulings thereunder or thereof.

      "Regulatory Change" means (a) any new, or any change in any existing, law,
regulation,  interpretation,  directive  or request  (whether  or not having the
force of law) or (b) any change in the administration or enforcement of any such
applicable law,  regulation,  interpretation,  directive or request that becomes
effective after the date of this Agreement,  whether as a result of an enactment
or determination of a Governmental Authority or otherwise.

<PAGE>

      "Repayment Date" means the later of (a) the Commitment Termination Date or
the  reduction to zero of the  Commitments,  whichever  first occurs and (b) the
date on which  the Loans and all other  amounts  payable  hereunder  are paid in
full.

      "Reserve  Percentage"  shall mean,  for any day,  the stated  maximum rate
(expressed as a decimal) of all reserves  required to be maintained with respect
to liabilities or assets consisting of or including "Eurocurrency  liabilities,"
as prescribed  by Regulation D of the Board of Governors of the Federal  Reserve
System (or by any other  governmental  body  having  jurisdiction  with  respect
thereto),   including,  without  limitation,  any  basic,  marginal,  emergency,
supplemental, special, transitional or other reserves, the rate so determined to
be rounded upward to the nearest whole multiple of 1/100th of 1%.

      "SEC" means the  Securities  and Exchange  Commission of the United States
and any successor agency thereto.

      "Security  Agreement"  means the Amended and Restated  Security  Agreement
made by the  Borrowers for the benefit of the  Administrative  Agent dated as of
April 30, 1996, as such may be amended, modified,  restated or supplemented from
time to time.

      "Solvent" means,  with respect to any Person on a particular date, that on
such date (a) the fair value of the  property of such Person is greater than the
total  amount  of  liabilities,   including,   without  limitation,   contingent
liabilities,  of such  Person,  (b) the amount  that will be required to pay the
probable  liabilities  of such Person on its debts as they become  absolute  and
matured will not be greater  than the fair  salable  value of the assets of such
Person at such time,  (c) such Person is able to realize upon its assets and pay
its debts and other liabilities, contingent obligations and other commitments as
they mature in the normal  course of  business,  (d) such Person does not intend
to, and does not believe that it will,  incur debts or  liabilities  beyond such
Person's  ability  to pay as such  debts and  liabilities  mature,  and (e) such
Person is not engaged in business or a  transaction,  and is not about to engage
in business or a transaction,  for which such Person's property would constitute
unreasonably   small  capital  after  giving  due  consideration  to  prevailing
practices  in the  industry in which such Person is engaged.  In  computing  the
amount  of any  contingent  liability  at any  time,  it is  intended  that such
liability  will be computed at the amount  which,  in light of all the facts and
circumstances existing at such time, represents the amount that might reasonably
be expected to become an actual or matured liability.

      "State Official" means, with respect to any Person, the Secretary of State
or other  appropriate  official  of the  jurisdiction  in which such  Person was
incorporated or organized who is authorized to certify  official records of such
Person on file in such jurisdiction.

<PAGE>

      "Subsidiary"  means,  with  respect to any Person,  any other Person fifty
percent  (50%) or more of the  outstanding  Capital  Securities of each class of
which is owned or controlled,  directly or indirectly,  by such first Person and
its Affiliates.

      "SunTrust"  means SunTrust Bank, East Tennessee,  N.A., a national banking
association.

      "Swing Line  Commitment"  means the  obligation  of SunTrust to make Swing
Loans to the Borrowers under the Swing Line in an aggregate  principal amount at
any time not  exceeding  $2,000,000,  all in  accordance  with the terms of this
Agreement.

      "Swing  Line"  means the  revolving  line of credit  under the Swing  Line
Commitment  made by SunTrust  for the benefit of the  Borrowers  as set forth in
Section 1.03 of this Agreement.

      "Swing Loans" shall have the meaning assigned to such term in Section 1.03
hereof.

      "Tax" means, in relation to any LIBOR Loan and the applicable  LIBOR,  any
federal, state, local or foreign tax, levy, impost, duty, deduction, withholding
or other charge of whatever nature  required by any Legal  Requirement (a) to be
paid by the Banks or (b) to be withheld or deducted  from any payment  otherwise
required hereby to be made by the Borrower to the Banks; provided, however, that
the term "Tax" shall not include  any taxes  imposed  upon the net income of the
Banks by the  United  States,  any  political  subdivision  thereof or any other
taxing authority.

      "Toxic  Substances"  means  and  includes  any  materials  present  on the
Premises  which have been  shown to have  significant  adverse  effects on human
health or which are subject to  regulation  under the Toxic  Substances  Control
Act, applicable state law, or any other applicable federal,  state or local laws
now  in  force  or  hereafter  enacted  relating  to  toxic  substances.  "Toxic
Substances" includes, but is not limited to, asbestos, polychlorinated biphenyls
("PCBs"), petroleum products, and lead-based paints.


<PAGE>

                                                          EXHIBIT B
                    [Form of Amended and Restated
                       Revolving Credit Note]

$9,500,000                                     Knoxville, Tennessee
                                                     April 30, 1996


      FOR VALUE RECEIVED, PLASTI-LINE, INC., CARTER-MIOT, INC. and AMERICAN SIGN
AND MARKETING SERVICES,  INC., each a Tennessee corporation  (collectively,  the
"Borrower"),  hereby  promise,  jointly  and  severally,  to pay to the order of
___________________________________,   a  national   banking   association  (the
"Bank"), at the office of SunTrust Bank, East Tennessee, N.A., as Administrative
Agent (the  "Administrative  Agent"), at 700 Hill Avenue,  Knoxville,  Tennessee
37915, on the dates provided in the Credit Agreement dated as of the date hereof
among the Borrower,  the  Administrative  Agent and the Banks described  therein
(the "Credit Agreement"),  but in no event later than the Commitment Termination
Date, in lawful money of the United States of America, in immediately  available
funds,  the  principal  amount of NINE  MILLION FIVE  HUNDRED  THOUSAND  DOLLARS
($9,500,000)  or, if less than  such  principal  amount,  the  aggregate  unpaid
principal  amount of the Loans (as defined in the Credit  Agreement) made by the
Bank to the Borrower pursuant to the Credit Agreement,  and to pay interest from
the date hereof on the unpaid  principal  amount hereof,  in like money, at said
office,  on the dates and at the rates selected in accordance  with Article I of
the Credit  Agreement.  Capitalized  terms used herein,  but not defined herein,
shall have the meanings set forth in the Credit Agreement.

      The Borrower  promises to pay interest,  payable on demand, on any overdue
principal and, to the extent  permitted by law,  overdue interest from their due
dates at a rate or rates determined as set forth in the Credit Agreement.

      The Borrower hereby waives  diligence,  presentment,  demand,  protest and
notice  of any kind  whatsoever.  The  nonexercise  by the  holder of any of its
rights  hereunder  in any  particular  instance  shall not  constitute  a waiver
thereof in that or any subsequent instance.

      All borrowings  evidenced by this Note and all payments and prepayments of
the principal  hereof and interest hereon and the respective dates thereof shall
be evidenced by the books and records of the Administrative Agent and the Bank.

      This Note is one of the Notes referred to in the Credit  Agreement  which,
among other things,  contains  provisions for the  acceleration  of the maturity
hereof upon the  happening of certain


<PAGE>

events,  for optional  prepayment of the principal  hereof prior to the maturity
thereof  and for the  amendment  or waiver of certain  provisions  of the Credit
Agreement, all upon the terms and conditions therein specified.  This Note shall
be  construed  in  accordance  with and  governed  by the  laws of the  State of
Tennessee.  This Note amends and restates (a) the Amended and Restated Revolving
Credit Note dated February 29, 1996 made by  Plasti-Line  payable to SunTrust in
the principal  amount of $3,000,000  and (b) the Amended and Restated  Revolving
Credit Note dated  November 2, 1995 made by  Plasti-Line  payable to SunTrust in
the principal amount of $16,000,000.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Note to be duly
executed  by their duly  authorized  officers as of the day and year first above
written.

                                PLASTI-LINE, INC.


                                By: _____________________________
                                     Mark J. Deuschle
                                Title:  Vice President-Finance


                                CARTER-MIOT, INC.


                                By: _____________________________

                                Title: __________________________


                                AMERICAN SIGN AND MARKETING
                                 SERVICES, INC.


                                By: _____________________________

                                Title: __________________________


<PAGE>


                                            EXHIBIT C


                     CONDITIONS TO INITIAL LOANS


      This is Exhibit C to that certain  Amended and Restated  Credit  Agreement
dated as of April 30, 1996, among Plasti-Line, Inc., Carter-Miot, Inc., American
Sign and Marketing  Services,  Inc.,  SunTrust Bank,  East  Tennessee,  N.A., as
Administrative  Agent,  and the Banks  listed  therein  (the  "Agreement").  All
capitalized  terms used but not defined herein or in the appendices hereto shall
have the meanings given to them in the Agreement.


      1 The Borrower shall have  delivered,  or caused to be delivered,  to each
Bank:

(a) a duplicate  original of the Agreement  executed on the Borrower's behalf by
its duly authorized officer.

(b) a duly executed Note payable to its order and otherwise  complying  with the
provisions of Section 1.03 of the Agreement.

(c) a duly executed  Security  Agreement and the  corresponding  UCC-1 and UCC-3
Financing Statements (as recorded with the proper filing offices).

(d) the written opinion of Bernstein,  Stair & McAdams, counsel to the Borrower,
substantially in the form attached as Appendix 1 to this Exhibit, and addressing
such other legal matters as the Banks and their counsel may require.

2. The  Borrower  shall  have  delivered,  or  caused to be  delivered,  to the
Administrative Agent:

(a) A copy of the Borrower's  Articles of Incorporation or Charter,  as amended,
certified as of a recent date by a State Official.

(b) A certificate of a State Official, dated as of a recent date, as to the good
standing  and charter  documents  of the  Borrower on file in the office of such
State Official.

(c) A  certificate  of the  Secretary or an Assistant  Secretary of the Borrower
dated as of the Closing Date substantially in the form attached as Appendix 2 to
this Exhibit.

(d) A certificate of the Chief Financial Officer of the Borrower,  substantially
in the form  attached as  Appendix 3 to this  Exhibit,  certifying  that (i) the
Borrower is in compliance

<PAGE>

with  all the  terms  and  provisions  of the  Agreement  and at the time of and
immediately  after such  borrowing no Default has occurred or is continuing  and
(ii) the representations and warranties contained in Article IV of the Agreement
are true and correct.

(e) Certified  copies of all consents and required  governmental  approvals,  if
any, necessary for the execution, delivery and performance of the Agreement, the
Notes, and the other Loan Documents and the transactions contemplated thereby.

(f)  Payment  in full of all  fees  required  to be  paid  on the  Closing  Date
(including the fees, if any,  payable pursuant to Section 1.06 of the Agreement)
and all of the Banks'  out-of-pocket  costs and expenses (including counsel fees
and  disbursements)  payable in accordance with Section 10.03 for which invoices
have been submitted on or prior to such date.

(g) A notice of such Loan as required by Section 1.02 of the Agreement.

(h) Such  other  documents  as the  Administrative  Agent,  the  Banks and their
counsel may request.

<PAGE>

                             APPENDIX 1


                           FORM OF OPINION

                 [Letterhead of Counsel to Borrower]

                           April 30, 1996

[Addressed to the Administrative Agent and the Banks]

Dear Sirs:

      We have acted as counsel to Plasti-Line, Inc. ("Plasti-Line"), a Tennessee
corporation,  Carter-Miot,  Inc., a Georgia  corporation  and American  Sign and
Marketing  Services,  Inc.,  a  Kentucky  corporation  (each  a  "Borrower"  and
collectively,  the "Borrowers"),  in connection with the preparation,  execution
and delivery of the Amended and Restated Credit  Agreement dated as of April 30,
1996 (the "Credit  Agreement"),  among the  Borrowers  and SunTrust  Bank,  East
Tennessee,  N.A.,  as  administrative  agent (the  "Administrative  Agent")  and
lender, and the lenders named therein (collectively, the "Banks").

      Terms  capitalized but not defined herein shall have the meanings given to
them in the Credit Agreement.

      In so acting,  we have reviewed  executed copies of the Credit  Agreement,
the Notes and the other Loan Documents.  We have relied upon originals or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  such  records,
documents,  certificates,  and  other  instruments,  and have  made  such  other
investigations,  as in our judgment are necessary or appropriate to enable us to
render the opinions  expressed below.  Except with respect to the Borrowers,  we
have assumed the  genuineness  of all  signatures  and the  authenticity  of all
documents submitted to us as originals,  the conformity to original documents of
all  documents  submitted  to us as  certified  copies  or  photocopies  and the
authenticity of the originals of such latter documents.

      Based  upon  and  subject  to the  foregoing  and the  qualifications  and
assumptions set forth below, we are of the opinion that:

      1 Each Borrower is a corporation  duly organized,  validly existing and in
good standing under the laws of the State of its organization. Each Borrower has
the corporate power and authority to own its respective  properties and to carry
on its  respective  businesses  as now  conducted  and is duly  qualified  to do
business,  and is in good  standing  as a foreign  entity  in all  jurisdictions
wherein such  qualification  is required by reason of the nature of its business
and activities or the location of its

<PAGE>

property. Each Borrower has the corporate power to execute,  deliver and perform
the Credit Agreement, to borrow thereunder and to execute and deliver the Notes.

      2 The execution and delivery by each Borrower of, and  performance by each
Borrower of the  obligations  provided for in, the Loan Documents have been duly
authorized  by all  proper  and  necessary  corporate  action.  Each of the Loan
Documents  to which  the  Borrowers  are a party  has  been  duly  executed  and
delivered by the Borrowers.

      3 The Loan Documents  constitute the legal, valid and binding  obligations
of each  Borrower,  enforceable  against such Borrower in accordance  with their
terms, except as may be limited by (a) bankruptcy,  insolvency,  reorganization,
moratorium  and other similar laws  affecting the rights of creditors  generally
and (b) general  principles of equity (whether  considered in a proceeding in at
law or in equity).

      4 No action, suit,  proceeding,  inquiry or investigation before or by any
arbitrator  or any court,  public body,  board,  administrative  agency or other
Governmental  Authority  is  pending  or, to best of our  knowledge,  threatened
against or affecting any Borrower.

      5 To the best of our knowledge,  no Borrower is in default with respect to
any judgment,  writ, injunction,  decree, rule or regulation of any governmental
instrumentality  or other agency  where such  default  could have a material and
adverse affect on the financial condition of any Borrower.

      6 No approval of, consent from or filing with, any Governmental  Authority
or any other Person,  which approval,  consent or filing has not heretofore been
obtained,  given or made,  is  required in  connection  with the  execution  and
delivery by the Borrowers of any of the Loan Documents.

      7 The execution and delivery of the Loan  Documents,  the  consummation of
the transactions  therein  contemplated,  the performance of and compliance with
the  provisions  thereof  and the  application  of the  proceeds of the Loans as
therein  contemplated do not and will not (A) violate,  conflict with, result in
the breach of, or  constitute a default under (i) any provision of law, (ii) the
Organizational  Documents of any Borrower,  (iii) any  instrument,  agreement or
contract to which any Borrower is a party, or by or to which any Borrower or any
properties of any Borrower may be affected, bound or subject, or (iv) any order,
writ, injunction or decree of any court,  arbitrator or Governmental  Authority,
or (B) result in the creation or imposition of any lien,  charge or  encumbrance
upon any assets of any Borrower except in favor of the Administrative  Agent for
the benefit of the Banks.


<PAGE>

      8  The execution, delivery and performance of the Credit Agreement and the
use of the  proceeds of the Loans  thereunder  do not and will not  constitute a
violation  of  Regulations  G, X or U of the Board of  Governors  of the Federal
Reserve System.

      9  The  Security  Agreement  is in a form  sufficient  to  create  a valid
security  interest  under  Article  9 of the Code in those  items  and  types of
Collateral  which are subject to the  provisions  of Article 9 of the Code (such
Collateral  collectively  referred to  hereinafter as the "UCC  Collateral")  as
security  for the  payment of the  Obligations.  We express no opinion as to the
status of title to, or concerning the priority of any lien or security  interest
encumbering the Collateral.

      The  Financing  Statements to be filed in Tennessee are in proper form for
filing  in the  Office  of the  Secretary  of State of  Tennessee  (the  "Filing
Office").  With respect to the UCC-3 Assignment executed by SunTrust in favor of
the Collateral  Agent (as defined in the Security  Agreement) in connection with
SunTrust's  assignment  of its security  interest in the UCC  Collateral  to the
Collateral  Agent (the "UCC-3  Assignment"),  the due filing and indexing of the
UCC-3  Assignment  among the financing  statements  records of the Filing Office
will be  sufficient  to validly  assign the security  interest  perfected by the
UCC-1  Financing   Statement   referred  to  in  the  UCC-3  Assignment  to  the
Administrative  Agent as secured  party for the  benefit of the Banks,  and such
UCC-3  Assignment  shall not act to terminate the security  interest  previously
perfected by the UCC-1 Financing  Statement referred to in the UCC-3 Assignment.
Once value has been given by the Banks, the due filing and indexing of the UCC-1
Financing Statements among the financing statements records of the Filing Office
will be  sufficient  to perfect the security  interests  created by the Security
Agreement  in those  items and types of the UCC  Collateral  in which a security
interest may be perfected by the filing of a financing statement in the State of
Tennessee under the Code, except that we express no opinion as to the perfection
of any lien or security  interest in any UCC Collateral  that is or may become a
fixture.  No further  filing or refiling or any other action is necessary  under
the Code to perfect or maintain  such  perfection,  except  that a  continuation
statement  must be  filed  within  the  period  of  eight  months  prior  to the
expiration  of five years from the date of each  original  filing and within the
period of eight months prior to the expiration of each succeeding period of five
years from the date of such original filing to maintain the effectiveness of the
filings referred to in this paragraph.

                    10. The payment by the  Borrowers  and receipt by the Banks,
                    as applicable, of interest and other payments required to be
                    paid  pursuant to the terms of the Credit  Agreement and the
                    Notes will not  constitute  unlawful  interest or  otherwise
                    violate the usury laws of the State of Tennessee.

<PAGE>

      This  opinion is being  delivered  to you at the  request  of our  clients
pursuant to Section 1(c) of Exhibit C to the Credit  Agreement.  This opinion is
solely for your benefit and may not be relied upon by any other  person  without
our prior written consent.

      We are members of the Bar of the State of Tennessee and express no opinion
with respect to the law of any jurisdiction  other than the laws of the State of
Tennessee and the federal laws of the United  States,  in each case as in effect
on the date hereof.

                                     Very truly yours,


<PAGE>



                             APPENDIX 2

                   FORM OF SECRETARY'S CERTIFICATE

                          Plasti-Line, Inc.
                           (the "Company")

                  Secretary's Certificate Regarding
                      Incumbency, Resolutions,
Articles of Incorporation, By-Laws and Certificate of Existence


      The undersigned,  being the duly appointed, qualified and acting Secretary
of the Company,  hereby  certifies that the persons named below are, on the date
hereof,  the duly  elected,  qualified  and acting  officers  of the Company and
occupy the offices set  opposite  their  respective  names,  and the  signatures
opposite their names below are their true and correct signatures:

Name                 Office                    Signature

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

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

      and hereby further certifies that:

      (a) The Board of Directors of the Company adopted, on ______________, at a
duly called  meeting at which a quorum was present  and voting  throughout,  the
resolutions  set forth in Exhibit "A"  attached  hereto,  none of which has been
amended or repealed in any respect  since such date,  and all of which remain in
full force and effect as of the date hereof.

      (b) Attached hereto as Exhibit "B" is a true, correct and complete copy of
the Articles of Incorporation of the Company, certified by the appropriate State
Official,  and no action has been taken by the Board of Directors of the Company
or its  Shareholders  to amend or in  contemplation  of amending the Articles of
Incorporation since such certification date.

      (c) Attached hereto as Exhibit "C" is a true, correct and complete copy of
the By-Laws of the Company in effect on the date hereof.

      (d) Attached hereto as Exhibit "D" is a true, correct and complete copy of
the  Certificate  of Existence of the Company  issued by the  appropriate  State
Official certifying the good standing of the Company in the State of Tennessee.

<PAGE>

      IN WITNESS WHEREOF,  I have hereunto set my hand and the corporate seal of
the Company as of this ___ day of April, 1996.


                                     --------------------------
                                     ______________, Secretary

[SEAL]


      I,  ___________________,  _____________________  of the  Company do hereby
certify  that  __________________  is the duly  elected,  qualified  and  acting
Secretary of the  Company,  and that his  signature  set forth above is his true
signature.

      IN  WITNESS  WHEREOF,  I have  hereunto  set my  hand as of this __ day of
April, 1996.

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


<PAGE>


                             APPENDIX 3

                    FORM OF OFFICER'S CERTIFICATE

                        [Company letterhead]

                         [Plasti-Line, Inc.]
                           (the "Company")


      The  undersigned,  who is [Vice  President of Finance] of the Company,  in
connection  with a certain  Amended and Restated  Credit  Agreement  dated as of
April 30, 1996 (the "Credit Agreement"),  among the Company, the other borrowers
party thereto,  the banks listed  therein (the "Banks") and SunTrust Bank,  East
Tennessee,  N.A., as the administrative agent for the Banks (the "Administrative
Agent"),  hereby  certifies  to the  Administrative  Agent and each of the Banks
that, as of the date of this certificate:

      (a)  The Company is in compliance  with all the terms and  provisions of
the Credit Agreement and no Default has occurred or is continuing; and

      (b) Each of the representations and warranties  contained in Article IV of
the Credit Agreement are true and correct.

      Terms used herein but not defined shall have the meanings ascribed to them
in the Credit Agreement.

      IN WITNESS WHEREOF,  I have hereunto set my hand and the corporate seal of
the Company as of this ___ day of April, 1996.


                               [PLASTI-LINE, INC.

                                By:  _____________________________
                                     Mark J. Deuschle
                                Title:  Vice President - Finance]



<PAGE>


                                                          EXHIBIT D

                   FORM OF COMPLIANCE CERTIFICATE

                        [company letterhead]

[To the Administrative Agent and the Banks]

                          Plasti-Line, Inc.

Ladies and Gentlemen:

      This  certificate  is delivered to you pursuant to Section  5.06(f) of the
Amended and Restated Credit  Agreement,  dated as of April __, 1996 (the "Credit
Agreement"),  among Plasti-Line,  Inc., Carter-Miot,  Inc. and American Sign and
Marketing  Services,  Inc.  (collectively,  the  "Borrower"),  the banks  listed
therein as, or that may from time to time become, parties thereto (collectively,
the "Banks"),  and SunTrust Bank,  East Tennessee,  N.A., as the  administrative
agent (the  "Administrative  Agent") for the Banks.  Unless  otherwise  defined,
terms used herein  (including the Attachment  hereto) have the meanings ascribed
to them in the Credit Agreement.

      The undersigned  hereby certifies that he is the Vice President of Finance
of  Plasti-Line,  Inc.  and further  certifies  that as of  ________,  199_ (the
"Computation Date"):

      (a) the  Borrowers's  (i)  Consolidated  Current  Assets was $_____,  (ii)
Consolidated  Current  Liabilities was $_____,  and (iii)  Consolidated  Current
Ratio  was  ________,  as  shown  in  detail  on the  Attachment  hereto,  which
[complies] [does not comply] with the requirements of Section 7.01 of the Credit
Agreement;

      (b) the Borrower's  Consolidated  Tangible Net Worth was  $__________,  as
shown in detail on the Attachment hereto, which [complies][does not comply] with
the requirements of Section 7.02 of the Credit Agreement;

      (c) the Borrower's  (i)  Consolidated  Adjusted Cash Flow was  $_________,
(ii) Consolidated Debt Service was $_____,  and (iii)  Consolidated Debt Service
Coverage ratio was ________,  as shown in detail on the Attachment hereto, which
[complies][does  not comply] with the requirements of Section 7.03 of the Credit
Agreement;

      (d) The Borrower's (i)  Consolidated  Total  Liabilities was $_____,  (ii)
Consolidated  Tangible  Net Worth was $_____,  and (iii)  ratio of  Consolidated
Total  Liabilities  to  Consolidated  Tangible Net Worth was _____,  as shown in
detail on the Attachment  hereto,  which  [complies]  [does not comply] with the
requirements of Section 7.04 of the Credit Agreement;

<PAGE>

      (e) the Borrower's (i)  Consolidated  Adjusted  Funded Debt was $________,
(ii) Consolidated Adjusted Cash Flow was $______ and (iii) ratio of Consolidated
Adjusted Funded Debt to Consolidated Adjusted Cash Flow was _________,  as shown
in detail on the Attachment hereto,  which  [complies][does not comply] with the
requirements  of Section 7.05 of the Credit  Agreement,  and which results in an
Applicable Margin of _______; and

      (f) the Borrower's  Capital  Expenditures  for the fiscal year ending 199_
was  $________,  which  [complies]  [does not comply] with the  requirements  of
Section 7.06 of the Credit Agreement.


      IN WITNESS WHEREOF,  I have hereunto set my hand and the corporate seal of
the Borrower as of this ___ day of ______, 19__.


                                PLASTI-LINE, INC.

                                By:  _____________________________
                                     Mark J. Deuschle
                                Title:  Vice President - Finance




<PAGE>


                                                         ATTACHMENT
                                                            to
                                                     ----\ ---\ ---
                                             Compliance Certificate

1.    Consolidated Current Ratio:

      (a)  Consolidated Current Assets of      $____________
           Plasti-Line and its Consolidated
           Subsidiaries

      (b)  Consolidated Current Liabilities of $____________
           Plasti-Line and its Consolidated
           Subsidiaries

      (c)  Ratio is                                   _____ to 1.0

2.    Consolidated Tangible Net Worth (for Fiscal Year 1997):

      (a)  Base amount, plus                        $  21,500,000

      (b)  Fifty percent (50%) of positive          $____________
           Consolidated Net Income of
           Plasti-Line and its Consolidated
           Subsidiaries for fiscal year
           1996, equals

           CONSOLIDATED TANGIBLE NET WORTH

3.    Consolidated Tangible Net Worth (for Fiscal Year 1998):

      (a)  Base amount (the greater of              $____________
          (i)  $23,500,000 and (ii)
           the Consolidated Tangible Net Worth for Fiscal Year 1997 as set forth
           in Item 2 above), plus

      (b)  Fifty  percent  (50%) of  Consolidated   $___________
           Net  Income  of Plasti-Line and its
           Consolidated  Subsidiaries for fiscal
           year 1997,  equals

           CONSOLIDATED TANGIBLE NET WORTH          $___________

4.    Consolidated Adjusted Cash Flow:

      (a)  Consolidated Net Income of               $____________
           Plasti-Line and its
           Consolidated Subsidiaries, plus

<PAGE>

      (b)  Depreciation and amortization            $____________
           (to the extent deducted in
           determining Consolidated
           Net Income), plus

      (c)  Taxes (to the extent deducted in         $____________
           determining Consolidated
           Net Income), plus

      (d)  Interest Expense (to the extent          $____________
           deducted in determining
           Consolidated Net Income), equals

      CONSOLIDATED ADJUSTED CASH FLOW

5.    Consolidated Debt Service:

      (a)  CMLTD of Plasti-Line and its             $____________
           Consolidated Subsidiaries for
           the immediately preceding twelve-
           month period

      (b)  Interest Expense of Plasti-Line and      $___________
           and its Consolidated Subsidiaries
           (on a consolidated basis) for the
           immediately preceding twelve-month
           period, equals

           CONSOLIDATED DEBT SERVICE

6.    Consolidated Total Liabilities to Consolidated Tangible Net Worth:

      (a)  The Consolidated Total Liabilities of    $____________
           Plasti-Line and its Consolidated
           Subsidiaries

      (b)  The Consolidated  Tangible Net Worth     $____________
           of Plasti-Line and its Consolidated
           Subsidiaries (pursuant to Item [2]
           [3] above)

      (c)  Ratio is                                   _____ to 1.0


7.    Consolidated Adjusted Funded Debt:

      All Indebtedness (including
      the current portion thereof)
      of Plasti-Line and its
      Consolidated Subsidiaries
      constituting:

<PAGE>

             (i)     Notes Payable, plus       $____________

            (ii)     Long-Term Debt, plus      $____________

           (iii)     Letters of Credit in      $____________
                     excess of $3,000,000
                     aggregate, plus

            (iv)     Capitalized Lease         $____________
                     Obligations, equals

      CONSOLIDATED ADJUSTED FUNDED DEBT        $____________


<PAGE>


                                                          EXHIBIT E

                     BORROWING BASE CERTIFICATE


      Pursuant  to Section  1.18 of the Amended and  Restated  Credit  Agreement
dated as of April __, 1996 by and among Plasti-Line, Inc., Carter-Miot, Inc. and
American Sign and Marketing Services, Inc.  (collectively,  the "Borrowers") and
SunTrust Bank, East Tennessee,  N.A., as administrative agent and lender and the
other lenders named therein (collectively,  the "Banks") (as at any time further
amended,   modified,   supplemented   or  restated,   the  "Credit   Agreement")
(capitalized terms herein shall have the respective meanings assigned to them in
the Credit Agreement),  the undersigned certify, on behalf of the Borrowers,  as
follows, as of the date hereof:

      1. Borrowing Base:

         (a)  As of the date hereof, the aggregate outstanding principal
              amount of the Loans...................    $__________

         (b)  If applicable, the aggregate amount of advances being
              requested concurrently with the delivery of
              this Certificate......................    $__________

         (c)  Sum of 1(a) and (b)...................    $__________

         (d)  Borrowing Base:  Value of:

              (i) 80% of Eligible Accounts Receivable,
                                    plus                $__________

              (ii) 50% of Eligible Inventory,
                                       minus            $__________

              (iii) 50% of Customer Deposits,
                                       minus            $__________

              (iv) Accounts Payable                     $__________

                   Subtotal (i)-(iv)                    $__________

         (e)  Borrowing  Availability  ((d) less (c)) (negative number indicates
              Loan will Borrowing Base)..               $__________


      2. By delivery of this  Certificate,  the Borrowers  hereby  represent and
warrant that they are in compliance  with all of the terms and provisions of the
Credit Agreement and that there exists no Event of Default  specified in Section
8.01 of the Credit Agreement, and there exists no condition, event or act which,
with the giving of notice or lapse of time, or both,  would  constitute  such an
Event of Default.

      IN WITNESS  WHEREOF,  the  undersigned  have executed this  Certificate on
behalf of the Borrowers as of the ___ day of _______, 199_.

PLASTI-LINE, INC.    .....     AMERICAN SIGN AND MARKETING SERVICES, INC.


By: _______________________________       By:

Title: ______________________________     Title:



CARTER-MIOT, INC.


By: _______________________________
Title: ______________________________


<PAGE>


                          Schedule 4.06(a)


                    List of Material Subsidiaries


                (a) Carter-Miot, Inc.

                (b) American Sign and Marketing Services, Inc.


<PAGE>


                            Schedule 6.01


                     Additional Permitted Liens

      (a)  Liens in favor of SunTrust Bank, East Tennessee, N.A.

      (b)  Liens in favor of First American  National Bank or other  creditors
           in  connection  with (a) the  Industrial  Revenue  Refunding  Bonds
           (Plasti-Line,   Inc.   Project)   Series   1989A  in  the  original
           aggregate  principal amount of $6,295,000  issued by the Industrial
           Development  Board of the County of Knox (the  "Board") and (b) the
           Industrial Revenue Bonds  (Plasti-Line,  Inc. Project) Series 1989B
           in the original  aggregate  principal  amount of $2,400,000  issued
           by the Board.


March 29, 1997
KX BB U:\SUNTRUST\PL\CREDITAG.08

<PAGE>