_________________________________________________________________



                            SEALRIGHT CO., INC.




                                $75,000,000




                               SENIOR NOTES


                          MASTER SHELF AGREEMENT




                       Dated as of October 17, 1995


_________________________________________________________________


                             TABLE OF CONTENTS

                          (Not Part of Agreement)
                                                                       Page


1.   AUTHORIZATION OF ISSUE OF NOTES.. . . . . . . . . . . . . . . . . . .1

2.   PURCHASE AND SALE OF NOTES. . . . . . . . . . . . . . . . . . . . . .2
     2A.  Facility.. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     2B.  Issuance Period. . . . . . . . . . . . . . . . . . . . . . . . .2
     2C.  Periodic Spread Information. . . . . . . . . . . . . . . . . . .2
     2D.  Request for Purchase.. . . . . . . . . . . . . . . . . . . . . .3
     2E.  Rate Quotes. . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2F.  Acceptance.. . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2G.  Market Disruption. . . . . . . . . . . . . . . . . . . . . . . .4
     2H.  Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2I.  Fees.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

3.   CONDITIONS OF CLOSING.. . . . . . . . . . . . . . . . . . . . . . . .6
     3A.  Certain Documents. . . . . . . . . . . . . . . . . . . . . . . .7
     3B.  Opinion of Purchaser's Special Counsel.. . . . . . . . . . . . .8
     3C.  Representations and Warranties; No Default.. . . . . . . . . . .8
     3D.  Purchase Permitted by Applicable Laws. . . . . . . . . . . . . .8
     3E.  Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . .8
     3F.  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . .8
     3G.  Payment of Fees. . . . . . . . . . . . . . . . . . . . . . . . .8

4.   PREPAYMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
     4A.  Scheduled Prepayments. . . . . . . . . . . . . . . . . . . . . .9
     4B.  Optional Prepayment With Yield-Maintenance Amount. . . . . . . .9
     4C.  Notice of Optional Prepayment. . . . . . . . . . . . . . . . . .9
     4D.  Application of Prepayments.. . . . . . . . . . . . . . . . . . .9
     4E. Retirement of Notes.. . . . . . . . . . . . . . . . . . . . . . .9

5.   AFFIRMATIVE COVENANTS.. . . . . . . . . . . . . . . . . . . . . . . 10
     5A.  Financial Statements.. . . . . . . . . . . . . . . . . . . . . 10
     5B.  Information Required by Rule 144A. . . . . . . . . . . . . . . 12
     5C.  Inspection of Property.. . . . . . . . . . . . . . . . . . . . 12
     5D.  Covenant to Secure Note Equally. . . . . . . . . . . . . . . . 12
     5E.  To Keep Books. . . . . . . . . . . . . . . . . . . . . . . . . 12
     5F.  Payment of Taxes; Corporate Existence; Maintenance of
          Properties.. . . . . . . . . . . . . . . . . . . . . . . . . . 12
     5G.  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
     5H.  Compliance with Laws.. . . . . . . . . . . . . . . . . . . . . 13

6.   NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . 14
     6A.  Current Ratio. . . . . . . . . . . . . . . . . . . . . . . . . 14
     6B.  Tangible Net Worth.. . . . . . . . . . . . . . . . . . . . . . 14
     6C.  Consolidated Funded Indebtedness.. . . . . . . . . . . . . . . 14
     6D.  Consolidated Total Indebtedness. . . . . . . . . . . . . . . . 14
     6E.  Short-Term Working Capital Indebtedness. . . . . . . . . . . . 14
     6F.  Fixed Charge Coverage. . . . . . . . . . . . . . . . . . . . . 14
     6G.  Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
     6H.  Certain Restrictions Relating to Subsidiaries. . . . . . . . . 16
     6I.  Merger, Consolidation, Sale or Lease.. . . . . . . . . . . . . 16
     6J.  Transactions with Affiliates.. . . . . . . . . . . . . . . . . 17
     6K.  Investments. . . . . . . . . . . . . . . . . . . . . . . . . . 17
     6L.  Restricted Payments. . . . . . . . . . . . . . . . . . . . . . 18
     6M.  Sales and Leasebacks.. . . . . . . . . . . . . . . . . . . . . 19
     6N.  Maintenance of Present Business. . . . . . . . . . . . . . . . 19

7.   EVENTS OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . . . . 19
     7A.  Acceleration.. . . . . . . . . . . . . . . . . . . . . . . . . 19
     7B.  Other Remedies.. . . . . . . . . . . . . . . . . . . . . . . . 22

8.   REPRESENTATIONS, COVENANTS AND WARRANTIES.. . . . . . . . . . . . . 22
     8A.  Organization.. . . . . . . . . . . . . . . . . . . . . . . . . 22
     8B.  Financial Statements.. . . . . . . . . . . . . . . . . . . . . 23
     8C.  Actions Pending. . . . . . . . . . . . . . . . . . . . . . . . 23
     8D.  Outstanding Indebtedness.. . . . . . . . . . . . . . . . . . . 24
     8E.  Title to Properties. . . . . . . . . . . . . . . . . . . . . . 24
     8F.  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     8G.  Conflicting Agreements and Other Matters.. . . . . . . . . . . 24
     8H.  Offering of Notes. . . . . . . . . . . . . . . . . . . . . . . 25
     8I.  Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 25
     8J.  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     8K.  Governmental Consent.. . . . . . . . . . . . . . . . . . . . . 26
     8L.  Environmental and Other Regulatory Compliance. . . . . . . . . 26
     8M.  Disclosure.. . . . . . . . . . . . . . . . . . . . . . . . . . 26
     8N.  Licenses.. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     8O.  Investment Company Act.. . . . . . . . . . . . . . . . . . . . 27
     8P.  Hostile Tender Offers. . . . . . . . . . . . . . . . . . . . . 27

9.   REPRESENTATIONS OF THE PURCHASERS.  . . . . . . . . . . . . . . . . 27
     9A.  Nature of Purchase.. . . . . . . . . . . . . . . . . . . . . . 27
     9B.  Source of Funds. . . . . . . . . . . . . . . . . . . . . . . . 27

10.  DEFINITIONS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     10A. Yield-Maintenance Terms. . . . . . . . . . . . . . . . . . . . 28
     10B. Other Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 29
     10C. Accounting Principles, Terms and Determinations. . . . . . . . 37

11.  MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
     11A. Note Payments. . . . . . . . . . . . . . . . . . . . . . . . . 37
     11B. Expenses.. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     11C. Consent to Amendments. . . . . . . . . . . . . . . . . . . . . 38
     11D. Form, Registration, Transfer and Exchange of Notes;
          Lost Notes.  . . . . . . . . . . . . . . . . . . . . . . . . . 39
     11E. Persons Deemed Owners; Participations. . . . . . . . . . . . . 40
     11F. Survival of Representations and Warranties; Entire
          Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     11G. Successors and Assigns.. . . . . . . . . . . . . . . . . . . . 40
     11H. Disclosure to Other Persons; Confidentiality.. . . . . . . . . 40
     11I. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     11J. Payments Due on Non-Business Days. . . . . . . . . . . . . . . 41
     11K. Satisfaction Requirement.. . . . . . . . . . . . . . . . . . . 41
     11L. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 42
     11M. Severability.. . . . . . . . . . . . . . . . . . . . . . . . . 42
     11N. Descriptive Headings.. . . . . . . . . . . . . . . . . . . . . 42
     11O. Counterparts.. . . . . . . . . . . . . . . . . . . . . . . . . 42
     11P. Binding Agreement. . . . . . . . . . . . . . . . . . . . . . . 42


INFORMATION SCHEDULE

SCHEDULE 6G EXISTING LIENS

SCHEDULE 6H EXISTING INDEBTEDNESS

SCHEDULE 8A LIST OF SUBSIDIARIES

SCHEDULE 8G -- LIST OF AGREEMENTS RESTRICTING DEBT

EXHIBIT A-1   -- FORM OF NOTE

EXHIBIT A-2   -- FORM OF SERIES A NOTE

EXHIBIT B   -- FORM OF REQUEST FOR PURCHASE

EXHIBIT C   -- FORM OF CONFIRMATION OF ACCEPTANCE

EXHIBIT D   -- FORM OF OPINION OF COMPANY'S COUNSEL

EXHIBIT E   -- FORM OF CONFIDENTIALITY LETTER
<PAGE>
                            SEALRIGHT CO., INC.
                          7101 College Boulevard
                                Suite 1400
                       Overland Park, Kansas  66210



                                                     As of October 17, 1995



To:  The Prudential Insurance Company
       of America (herein called "Prudential")
     Each Prudential Affiliate (as hereinafter 
     defined) which becomes bound by certain 
     provisions of this Agreement as hereinafter 
     provided (together with Prudential, the
     "Purchasers")
     c/o Prudential Capital Group
     Gateway Center Four
     100 Mulberry Street
     Newark, NJ 07102-4069

Ladies and Gentlemen:

          The undersigned, Sealright Co., Inc. (the "Company"),
hereby agrees with you as follows:

          1.   AUTHORIZATION OF ISSUE OF NOTES.  The Company will
authorize the issue of its senior promissory notes (the "Notes")
in the aggregate principal amount of $75,000,000, to be dated the
date of issue thereof; to mature, in the case of each Note so
issued, no more than 15 years after the date of original issuance
thereof; to have an average life, in the case of each note so
issued, of no more than 12 years after the date of original
issuance thereof; to bear interest on the unpaid balance thereof
from the date thereof at the rate per annum, and to have such
other particular terms, as shall be set forth, in the case of
each Note so issued, in the Confirmation of Acceptance with
respect to such Note delivered pursuant to paragraph 2F; and to
be substantially in the form of Exhibit A-1 attached hereto.  The
term "Notes" as used herein shall include each Note delivered
pursuant to any provision of this Agreement and each Note
delivered in substitution or exchange for any such Note pursuant
to any such provision.  Notes which have (i) the same final
maturity, (ii) the same installment payment dates, (iii) the same
installment payment amounts (as a percentage of the original
principal amount of each Note), (iv) the same interest rate, (v)
the same interest payment periods, and (vi) the same original
date of issuance are herein called a "Series" of Notes. 
Capitalized terms used herein have the meanings specified in
paragraph 10.

          2.   PURCHASE AND SALE OF NOTES.

          2A.  Facility.  Prudential is willing to consider, in
its sole discretion and within limits which may be authorized for
purchase by Prudential and Prudential Affiliates from time to
time, the purchase of Notes pursuant to this Agreement.  The
willingness of Prudential to consider such purchase of Notes is
herein called the "Facility".  At any time, the aggregate
principal amount of Notes stated in paragraph 1, minus the
aggregate principal amount of Notes purchased and sold pursuant
to this Agreement prior to such time, minus the aggregate
principal amount of Accepted Notes (as hereinafter defined) which
have not yet been purchased and sold hereunder prior to such time
is herein called the "Available Facility Amount" at such time.
NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER
PURCHASES OF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS
UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL
AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE
NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO
SPECIFIC PURCHASES OF NOTES, AND THE FACILITY SHALL IN NO WAY BE
CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL
AFFILIATE.

          2B.  Issuance Period.  Notes may be issued and sold
pursuant to this Agreement until the earlier of (i) the second
anniversary of the date of this Agreement (or if any such
anniversary is not a Business Day, the Business Day next
preceding such anniversary) and (ii) the thirtieth day after
Prudential shall have given to the Company, or the Company shall
have given to Prudential, a notice stating that it elects to
terminate the issuance and sale of Notes pursuant to this
Agreement (or if such thirtieth day is not a Business Day, the
Business Day next preceding such thirtieth day).  The period
during which Notes may be issued and sold pursuant to this
Agreement is herein called the "Issuance Period".

          2C.  Periodic Spread Information.  Provided no Default
or Event of Default exists, not later than 10:30 A.M. (New York
City local time) on a Business Day during the Issuance Period if
there is an Available Facility Amount on such Business Day, the
Company may request by telecopier or telephone, and Prudential
will, to the extent reasonably practicable, provide to the
Company on such Business Day (or, if such request is received
after 10:30 A.M. (New York City local time) on such Business Day,
on the following Business Day), information (by telecopier or
telephone) with respect to various spreads at which Prudential or
Prudential Affiliates might be interested in purchasing Notes of
different average lives; provided, however, that the Company may
not make such requests more frequently than once in every five
Business Days or such other period as shall be mutually agreed to
by the Company and Prudential.  The amount and content of
information so provided shall be in the sole discretion of
Prudential but it is the intent of Prudential to provide
information which will be of use to the Company in determining
whether to initiate procedures for use of the Facility. 
Information so provided shall not constitute an offer to purchase
Notes, and neither Prudential nor any Prudential Affiliate shall
be obligated to purchase Notes at the spreads specified. 
Information so provided shall be representative of potential
interest only for the period commencing on the day such
information is provided and ending on the earlier of the fifth
Business Day after such day and the first day after such day on
which further spread information is provided.  Prudential may
suspend or terminate providing information pursuant to this
paragraph 2C if, in its sole discretion, it determines that there
has been an adverse change in the credit quality of the Company
after the date of this Agreement.

          2D.  Request for Purchase.  The Company may from time
to time during the Issuance Period make requests for purchases of
Notes (each such request being a "Request for Purchase").  Each
Request for Purchase shall be made to Prudential by telecopier
and confirmed by nationwide overnight delivery service, and shall
(i) specify the aggregate principal amount of Notes covered
thereby, which shall not be less than $5,000,000 and not be
greater than the Available Facility Amount at the time such
Request for Purchase is made, (ii) specify the principal amounts,
final maturities, principal prepayment dates and amounts and
interest payment periods (quarterly or semi-annual in arrears) of
the Notes covered thereby, (iii) specify the use of proceeds of
such Notes, (iv) specify the proposed day for the closing of the
purchase and sale of such Notes, which shall be a Business Day
during the Issuance Period not less than 10 days and not more
than 25 days after the making of such Request for Purchase, (v)
specify the number of the account and the name and address of the
depository institution to which the purchase prices of such Notes
are to be transferred on the Closing Day for such purchase and
sale, (vi) certify that the representations and warranties
contained in paragraph 8 are true on and as of the date of such
Request for Purchase except to the extent of changes caused by
the transactions herein contemplated and that there exists on the
date of such Request for Purchase no Event of Default or Default,
(vii) specify the Designated Spread for such Notes, and (viii) be
substantially in the form of Exhibit B attached hereto.  Each
Request for Purchase shall be in writing and shall be deemed made
when received by Prudential.

          2E.  Rate Quotes.  Not later than five Business Days
after the Company shall have given Prudential a Request for
Purchase pursuant to paragraph 2D, Prudential may, but shall be
under no obligation to, provide (by telephone promptly thereafter
confirmed by telecopier, in each case no earlier than 9:30 A.M.
and no later than 1:30 P.M. New York City local time) interest
rate quotes for the several principal amounts, maturities,
installment payment schedules, and interest payment periods of
Notes specified in such Request for Purchase.  Each quote shall
represent the interest rate per annum payable on the outstanding
principal balance of such Notes until such balance shall have
become due and payable, at which Prudential or a Prudential
Affiliate would be willing to purchase such Notes at 100% of the
principal amount thereof.

          2F.  Acceptance.  Within 30 minutes after Prudential
shall have provided any interest rate quotes pursuant to
paragraph 2E or, in the event that due to conditions in the
market place it shall not be feasible to hold such interest rate
quotes open 30 minutes, such shorter period as Prudential may
specify to the Company (such period being the "Acceptance
Window"), the Company may, subject to paragraph 2G, elect to
accept such interest rate quotes as to not less than $5,000,000
aggregate principal amount of the Notes specified in the related
Request for Purchase.  Such election shall be made by an
Authorized Officer of the Company notifying Prudential by
telephone or telecopier within the Acceptance Window (but not
earlier than 9:30 A.M. or later than 1:30 P.M., New York City
local time) that the Company elects to accept such interest rate
quotes, specifying the Notes (each such Note being an "Accepted
Note") as to which such acceptance (an "Acceptance") relates. 
The day the Company notifies an Acceptance with respect to any
Accepted Notes is herein called the "Acceptance Day" for such
Accepted Notes.  Any interest rate quotes as to which Prudential
does not receive an Acceptance within the Acceptance Window shall
expire, and no purchase or sale of Notes hereunder shall be made
based on such expired interest rate quotes.  Subject to paragraph
2G and the other terms and conditions hereof, the Company agrees
to sell to Prudential or a Prudential Affiliate, and Prudential
agrees to purchase, or to cause the purchase by a Prudential
Affiliate of, the Accepted Notes at 100% of the principal amount
of such Notes.  As soon as practicable following the Acceptance
Day, the Company, Prudential and each Prudential Affiliate which
is to purchase any such Accepted Notes will execute a
confirmation of such Acceptance substantially in the form of
Exhibit C attached hereto (a "Confirmation of Acceptance").

          2G.  Market Disruption.  Notwithstanding the provisions
of paragraph 2F, if Prudential shall have provided interest rate
quotes pursuant to paragraph 2E and thereafter prior to the time
an Acceptance with respect to such quotes shall have been
notified to Prudential in accordance with paragraph 2F the
domestic market for U.S. Treasury Securities or derivatives shall
have closed or there shall occur a general suspension, material
limitation, or significant disruption of trading in securities
generally on the New York Stock Exchange or in the market for
U.S. Treasury securities and other financial instruments, then
such interest rate quotes shall expire, and no purchase or sale
of Notes hereunder shall be made based on such expired interest
rate quotes.  If the Company thereafter notifies Prudential of
the Acceptance of any such interest rate quotes, such Acceptance
shall be ineffective for all purposes of this Agreement, and
Prudential shall promptly notify the Company that the provisions
of this paragraph 2G are applicable with respect to such
Acceptance.

          2H.  Closing.  

          2H(1)     Initial Closing -- The Company hereby agrees
to sell to Prudential and, subject to the terms and conditions
herein set forth, Prudential agrees to purchase from the Company
under the Facility $30,000,000 of 7.09% Senior Notes, Series A,
due October 17, 2010 (the "Series A Notes") at 100% of such
aggregate principal amount.  The Series A Notes shall be
substantially in the form of Exhibit A-2 attached hereto.  The
Company will deliver to Prudential, at the offices of Bryan Cave
at 245 Park Avenue, New York, New York 10167, one or more Notes
registered in Prudential's name, evidencing the aggregate
principal amount of Series A Notes to purchase by Prudential and
in the denomination or denominations specified in the Information
Schedule attached hereto against payment of the purchase price
thereof by transfer of immediately available funds to the credit
of the Company's account #9801168215 at UMB Bank, n.a., Kansas
City, Missouri (ABA No. 101000695) on the date of closing, which
shall be October 17, 1995, or any other date upon which the
Company and Prudential may mutually agree (the "Initial
Closing").

          2H(2)     Subsequent Closings.  Not later than 11:30
A.M. (New York City local time) on the Closing Day for any
Accepted Notes, the Company will deliver to each Purchaser listed
in the Confirmation of Acceptance relating thereto at such place
in New York City as is specified in the Confirmation of
Acceptance or such other place as the parties shall agree the
Accepted Notes to be purchased by such Purchaser in the form of
one or more Notes in authorized denominations as such Purchaser
may request for each Series of Accepted Notes to be purchased on
the Closing Day, dated the Closing Day and registered in such
Purchaser's name (or in the name of its nominee), against payment
of the purchase price thereof by transfer of immediately
available funds for credit to the Company's account specified in
the Request for Purchase of such Notes.  

          2H(3)     Rescheduled Closings.  If the Company fails
to tender to any Purchaser the Accepted Notes to be purchased by
such Purchaser on the scheduled Closing Day for such Accepted
Notes as provided above in this paragraph 2H, or any of the
conditions specified in paragraph 3 shall not have been fulfilled
by the time required on such scheduled Closing Day, the Company
shall, prior to 1:00 P.M. (New York City local time) on such
scheduled Closing Day notify such Purchaser in writing whether
(x) such closing is to be rescheduled (such rescheduled date to
be a Business Day during the Issuance Period not less than one
Business Day and not more than 30 Business Days after such
scheduled Closing Day (the "Rescheduled Closing Day") and certify
to such Purchaser that the Company reasonably believes that it
will be able to comply with the conditions set forth in paragraph
3 on such Rescheduled Closing Day and that the Company will pay
the Delayed Delivery Fee in accordance with paragraph 2I(2) or
(y) such closing is to be canceled as provided in paragraph
2I(3).  In the event that the Company shall fail to give such
notice referred to in the preceding sentence, such Purchaser may
at its election, at any time after 1:00 P.M. (New York City local
time) on such scheduled Closing Day, notify the Company in
writing that such closing is to be canceled as provided in
paragraph 2I(3).

          2I.  Fees.

          2I(1)     Facility Fee -- The Company will pay to
Prudential in immediately available funds a fee (the "Facility
Fee") (i) at the time of the execution and delivery of this
Agreement by the Company and Prudential, in an amount equal to
$20,000 and (ii) on each Closing Day occurring after December 31,
1995, in an amount equal to 0.15% of the aggregate principal
amount of Notes sold on such Closing Day.

          2I(2)  Delayed Delivery Fee -- If the closing of the
purchase and sale of any Accepted Note is delayed for any reason
beyond the original Closing Day for such Accepted Note, the
Company will pay to Prudential on the Cancellation Date or actual
closing date of such purchase and sale (if such Cancellation Date
or closing date occurs on a date later than the date specified in
the Confirmation of Acceptance for such Accepted Note), a fee
(the "Delayed Delivery Fee") calculated as follows:

                        (BEY - MMY) X DTS/360 X PA

where "BEY" means Bond Equivalent Yield, i.e., the bond
equivalent yield per annum of such Accepted Note, "MMY" means
Money Market Yield, i.e., the yield per annum on high quality
commercial paper or, if such commercial paper is unavailable for
purchase at such time , an alternative investment selected by
Prudential on the date Prudential receives notice of the delay in
the closing for such Accepted Notes having a maturity date or
dates the same as, or closest to, the Rescheduled Closing Day or
Rescheduled Closing Days (a new alternative investment being
selected by Prudential each time such closing is delayed); "DTS"
means Days to Settlement, i.e., the number of actual days elapsed
from and including the originally scheduled Closing Day with
respect to such Accepted Note (in the case of the first such
payment with respect to such Accepted Note) or from and including
the date of the next preceding payment (in the case of any
subsequent delayed delivery fee payment with respect to such
Accepted Note) to but excluding the date of such payment; and
"PA" means Principal Amount, i.e., the principal amount of the
Accepted Note for which such calculation is being made.  In no
case shall the Delayed Delivery Fee be less than zero.  Nothing
contained herein shall obligate any Purchaser to purchase any
Accepted Note on any day other than the Closing Day for such
Accepted Note, as the same may be rescheduled from time to time
in compliance with paragraph 2H.

          2I(3)  Cancellation Fee --  If the Company at any time
notifies Prudential in writing that the Company is canceling the
closing of the purchase and sale of any Accepted Note, or if
Prudential notifies the Company in writing under the
circumstances set forth in the last sentence of paragraph 2H that
the closing of the purchase and sale of such Accepted Note is to
be canceled, or if the closing of the purchase and sale of such
Accepted Note is not consummated on or prior to the last day of
the Issuance Period (the date of any such notification, or the
last day of the Issuance Period, as the case may be, being the
"Cancellation Date"), the Company will pay Prudential in
immediately available funds an amount (the "Cancellation Fee")
calculated as follows:

                                  PI X PA

where "PI" means Price Increase, i.e., the quotient (expressed in
decimals) obtained by dividing (a) the excess of the ask price
(as determined by Prudential) of the Hedge Treasury Note(s) on
the Cancellation Date over the bid price (as determined by
Prudential) of the Hedge Treasury Notes(s) on the Acceptance Day
for such Accepted Note by (b) such bid price; and "PA" has the
meaning specified in paragraph 2I(2).  The foregoing bid and ask
prices shall be as reported by Telerate Systems, Inc. (or, if
such data for any reason ceases to be available through Telerate
Systems, Inc., any publicly available source of similar market
data).  Each price shall be based on a U.S. Treasury security
having a par value of $100.00 and shall be rounded to the second
decimal place.  In no case shall the Cancellation Fee be less
than zero.

          3.   CONDITIONS OF CLOSING.  The obligation of any
Purchaser to purchase and pay for any Accepted Notes is subject
to the satisfaction, on or before the Closing Day for such
Accepted Notes, of the following conditions:

          3A.  Certain Documents.  Such Purchaser shall have
received the following, each dated the date of the applicable
Closing Day:

          (i)  The Accepted Note(s) to be purchased by such
     Purchaser.

          (ii) Certified copies of the resolutions of the Board
     of Directors of the Company approving this Agreement and the
     Accepted Notes, and of all documents evidencing other
     necessary corporate action and governmental approvals, if
     any, with respect to this Agreement and the Accepted Notes;
     or for any Closing Day other than the Initial Closing Day, a
     certificate of the Secretary or an Assistant Secretary of
     the Company stating that such resolutions remain in effect.

          (iii)     A certificate of the Secretary or an
     Assistant Secretary of the Company certifying the names and
     true signatures of the officers of the Company authorized to
     sign this Agreement and the Accepted Notes and the other
     documents to be delivered hereunder; or for any Closing Day
     other than the Initial Closing Day, a certificate of the
     Secretary or an Assistant Secretary of the Company stating
     that the information in such certificate continues to be
     true and correct.

          (iv) Certified copies of the Certificate of
     Incorporation and By-laws of the Company; or a certificate
     of the Secretary or an Assistant Secretary of the Company 
     stating that the Certificate of Incorporation and bylaws of
     the Company have not changed since last delivered pursuant
     to this Agreement.

          (v)  A favorable opinion of Bryan Cave, special counsel
     to the Company satisfactory to such Purchaser and
     substantially in the form of Exhibit D attached hereto and
     as to such other matters as such Purchaser may reasonably
     request.  The Company hereby directs each such counsel to
     deliver such opinion, agrees that the issuance and sale of
     any Accepted Notes will constitute a reconfirmation of such
     direction, and understands and agrees that each Purchaser
     receiving such an opinion will and is hereby authorized to
     rely on such opinion.

          (vi) A good standing certificate for the Company from
     the Secretary of State of Delaware dated of a recent date
     and such other evidence of the status of the Company as
     Prudential may reasonably request. 

          (vii)     On the Initial Closing Day only, certified
     copies of Requests for Information or Copies (Form UCC-11)
     or equivalent reports listing all effective financing
     statements which name the Company or any Subsidiary (under
     its present name and previous names) as debtor and which are
     filed in the offices of the Secretaries of State of Kansas,
     California, Missouri, New York, North Carolina and Ohio
     together with copies of such financing statements.

          (viii)    On each Closing Day, other than the Initial
     Closing Day, a certificate of an Authorized Officer of the
     Company certifying the interest rate and maturity date for
     the Accepted Notes to be issued on such Closing Day.

          (ix) Additional documents or certificates with respect
     to legal matters or corporate or other proceedings related
     to the transactions contemplated hereby as may be reasonably
     requested by such Purchaser.

          3B.  Opinion of Purchaser's Special Counsel.  Such
Purchaser shall have received from Thomas P. Donahue, Assistant
General Counsel of Prudential or such other counsel, who is
acting as special counsel for it in connection with this transac-

tion, a favorable opinion satisfactory to such Purchaser as to
such matters incident to the matters herein contemplated as it
may reasonably request.   

          3C.  Representations and Warranties; No Default.  The
representations and warranties contained in paragraph 8 shall be
true on and as of such Closing Day, except to the extent of
changes caused by the transactions herein contemplated; there
shall exist on such Closing Day no Event of Default or Default;
and the Company shall have delivered to such Purchaser an
Officer's Certificate, dated such Closing Day, to both such
effects.

          3D.  Purchase Permitted by Applicable Laws.  The
purchase of and payment for the Accepted Notes to be purchased by
such Purchaser on the terms and conditions herein provided
(including the use of the proceeds of such Notes by the Company)
shall not violate any applicable law or governmental regulation
(including, without limitation, Section 5 of the Securities Act
or Regulation G or X of the Board of Governors of the Federal
Reserve System) and shall not subject such Purchaser to any tax,
penalty, liability or other onerous condition under or pursuant
to any applicable law or governmental regulation, and such
Purchaser shall have received such certificates or other evidence
as it may request to establish compliance with this condition.

          3E.  Legal Matters.  Counsel for such Purchaser,
including any special counsel for the Purchasers retained in
connection with the purchase and sale of such Accepted Notes,
shall be satisfied as to all legal matters relating to such
purchase and sale, and such Purchaser shall have received from
such counsel favorable opinions as to such legal matters as it
may request.

          3F.  Proceedings.  All corporate and other proceedings
taken or to be taken in connection with the transactions
contemplated hereby and all documents incident thereto shall be
satisfactory in substance and form to such Purchaser, and it
shall have received all such counterpart originals or certified
or other copies of such documents as it may reasonably request.

          3G.  Payment of Fees.  The Company shall have paid to
Prudential any fees due it pursuant to or in connection with this
Agreement, including any Facility Fee or any Delayed Delivery
Fee.

          4.   PREPAYMENTS.  The Notes shall be subject to
prepayment with respect to any scheduled prepayments set forth in
such Notes as provided in paragraph 4A and with respect to the
optional prepayments permitted by paragraph 4B.

          4A.  Scheduled Prepayments.  The Notes of each Series
shall be subject to scheduled prepayments, if any, set forth in
the Notes of such Series. 

          4B.  Optional Prepayment With Yield-Maintenance Amount. 
The Notes of each Series shall be subject to prepayment, in whole
at any time or from time to time in part (in amounts of at least
$1,000,000 and in integrals of $100,000), at the option of the
Company, at 100% of the principal amount so prepaid plus interest
thereon to the prepayment date and the Yield-Maintenance Amount,
if any, with respect to each such Note.  Any partial prepayment
of a Series of Notes pursuant to this paragraph 4B shall be
applied in satisfaction of scheduled payments of principal of the
Notes in such Series in inverse order of their scheduled due
dates.

          4C.  Notice of Optional Prepayment.  The Company shall
give the holder of each Note to be prepaid pursuant to paragraph
4B irrevocable written notice of such prepayment not less than 10
Business Days prior to the prepayment date, specifying such
prepayment date and the aggregate principal amount of the Notes
of the same Series as such Note to be prepaid on such date,
identifying each Note held by such holder, and the principal
amount of each such Note, to be prepaid on such date and stating
that such prepayment is to be made pursuant to paragraph 4B. 
Notice of prepayment having been given as aforesaid, the
principal amount of the Notes specified in such notice, together
with interest thereon to the prepayment date and together with
the Yield-Maintenance Amount, if any, with respect thereto, shall
become due and payable on such prepayment date.  The Company
shall, on or before the day on which it gives written notice of
any prepayment pursuant to paragraph 4B, give telephonic notice
of the principal amount of the Notes to be prepaid and the
prepayment date to each Significant Holder which shall have
designated a recipient for such notices in the Information
Schedule attached hereto or by notice in writing to the Company.

          4D.  Application of Prepayments.  Upon any partial
prepayment of the Notes of any Series pursuant to paragraph 4A or
4B, the amount so prepaid shall be allocated to all outstanding
Notes of such Series (including, for the purpose of this
paragraph 4D only, all Notes prepaid or otherwise retired or
purchased or otherwise acquired by the Company or any of its
Subsidiaries or Affiliates other than by prepayment pursuant to
paragraph 4A or 4B) in proportion to the respective outstanding
principal amounts thereof.

          4E. Retirement of Notes.  The Company shall not, and
shall not permit any of its Subsidiaries or Affiliates to, prepay
or otherwise retire in whole or in part prior to their stated
final maturity (other than by prepayment pursuant to paragraph 4A
or 4B or upon acceleration of such final maturity pursuant to
paragraph 7A), or purchase or otherwise acquire, directly or
indirectly, Notes of any Series held by any holder unless the
Company or such Subsidiary or Affiliate shall have offered to
prepay or otherwise retire or purchase or otherwise acquire, as
the case may be, the same proportion of the aggregate principal
amount of Notes of such Series held by each other holder of Notes
of such Series at the time outstanding upon the same terms and
conditions.  Any Notes so prepaid or otherwise retired or
purchased or otherwise acquired by the Company or any of its
Subsidiaries or Affiliates shall not be deemed to be outstanding
for any purpose under this Agreement, except as provided in
paragraph 4D.

          5.   AFFIRMATIVE COVENANTS.  During the Issuance Period
and so long thereafter as any Note is outstanding and unpaid, the
Company covenants as follows:

          5A.  Financial Statements.  The Company covenants that it will
deliver to each Significant Holder in quadruplicate:  

          (i)  as soon as practicable and in any event within 45 days after 
     the end of each quarterly period (other than the last quarterly period) 
     in each fiscal year, consolidated statements of income, stockholders' 
     equity and cash flows of the Company and its Subsidiaries for the period
     from the beginning of the current fiscal year to the end of such quarterly
     period, and a consolidated balance sheet of the Company and its 
     Subsidiaries as at the end of such quarterly period, setting forth in 
     each case in comparative form figures for the corresponding period in 
     the preceding fiscal year, all in reasonable detail, prepared in 
     conformity with GAAP applied on a basis consistent with that of previous 
     years (except as otherwise stated therein or in the notes thereto, if 
     any) and satisfactory in form to the Required Holder(s) and certified 
     by an authorized financial officer of the Company, subject to changes 
     resulting from year-end adjustments;

          (ii) as soon as practicable and in any event within 120 days after 
     the end of each fiscal year, consolidated statements of income,
     stockholders' equity and cash flows of the Company and its Subsidiaries 
     for such year, and a consolidated balance sheet of the Company and its 
     Subsidiaries as at the end of such year, setting forth in each case in 
     comparative form corresponding consolidated figures from the preceding 
     annual audit, all in reasonable detail, prepared in conformity with GAAP 
     applied on a basis consistent with that of previous years (except as
     otherwise stated therein or in the notes thereto, if any) and 
     satisfactory in form to the Required Holder(s) and reported on by 
     independent public accountants of recognized national standing selected 
     by the Company whose report shall be without limitation as to the scope 
     of the audit and satisfactory in substance to the Required Holder(s);

          (iii)     promptly upon transmission thereof, copies of all such 
     financial statements, proxy statements, notices and reports as it shall 
     send to its public stockholders and copies of all registration 
     statements (without exhibits) and all reports which it files with the 
     Securities and Exchange Commission (or any governmental body or agency 
     succeeding to the functions of the Securities and Exchange Commission);  

          (iv) promptly upon receipt thereof, a copy of each other report
     submitted to the Company or any Subsidiary by independent accountants in
     connection with any annual, interim or special audit made by them of 
     the books of the Company or any Subsidiary;  

          (v)  immediately upon a Responsible Officer becoming aware of (a) 
     the occurrence of any Reportable Event (the reporting of which has not 
     been waived by the PBGC) or any nonexempted "prohibited transaction," as
     defined in Sections 406 and 408 of ERISA and Section 4975 of the Code in
     connection with any Plan, or any trust created thereunder, (b) any 
     failure to make a required contribution to a Plan sufficient to give 
     rise to a lien under Section 302(f) of ERISA, (c) the taking of any 
     action with respect to a Plan which could result in the requirement
     that the Company or any of its Subsidiaries furnish a bond or other 
     security to the PBGC or such Plan, or (d) the occurrence of any event 
     with respect to any Plan which could result in the incurrence by the 
     Company or any of its Subsidiaries of any material liability, fine or 
     penalty, or in any material increase in the contingent liability of 
     the Company or any of its Subsidiaries with respect to any post
     retirement welfare plan (as defined in Section 3(1) of ERISA) benefit, 
     a written notice specifying the nature thereof, what action the Company 
     or such Subsidiary is taking or proposes to take with respect thereto 
     and, when known, any action taken by the Internal Revenue Service or the 
     PBGC with respect thereto; and

          (vi) with reasonable promptness, such other financial or other
     information relating to the business and properties of the Company and 
     of any of its Subsidiaries, including without limitation consolidating 
     financial statements of the Company and its Subsidiaries, financial 
     statements and other reports filed with any governmental department, 
     bureau, commission or agency as such Significant Holder may reasonably 
     request; provided that the Company need not furnish consolidating 
     financial statements other than those prepared in the ordinary
     course of its business.  

Together with each delivery of financial statements required by clauses (i) 
and (ii) above, the Company will deliver to each Significant Holder an 
Officer's Certificate demonstrating (with computations in reasonable detail) 
compliance by the Company and its Subsidiaries with the provisions of 
paragraphs 6A, 6B, 6C, 6D, 6E, 6F and 6L, stating that there exists no Event
of Default or Default, or, if any Event of Default or Default exists, 
specifying the nature and period of existence thereof and what action the
Company proposes to take with respect thereto and giving, in the event of the
formation or acquisition of a Subsidiary during the preceding fiscal period, 
the name of such Subsidiary, its jurisdiction of incorporation and a brief 
description of its business, together with, in the case of such an 
acquisition, a certificate of a principal financial officer of the Company 
showing compliance with paragraph 6H(2).  

     Together with each delivery of financial statements required by clause 
(ii) above, the Company will deliver to each Significant Holder a certificate
of such accountants stating that, in making the audit necessary for their 
report on such financial statements, they have obtained no knowledge of any 
Event of Default or Default, or, if they have obtained knowledge of any 
Event of Default or Default, specifying the nature and period of existence 
thereof.  Such accountants, however, shall not be liable to anyone by reason
of their failure to obtain knowledge of any Event of Default or Default 
which would not be disclosed in the course of an audit conducted in 
accordance with generally accepted auditing standards.  

     The Company also covenants that immediately after any Responsible 
Officer obtains knowledge of an Event of Default or Default, it will deliver 
to each Significant Holder an Officer's Certificate specifying the nature 
and period of existence thereof and what action the Company proposes to take 
with respect thereto.  

          5B.  Information Required by Rule 144A.  The Company covenants that
it will, upon the request of the holder of any Note, provide such holder, 
and any qualified institutional buyer designated by such holder, such 
financial and other information as such holder may reasonably determine to 
be necessary in order to permit compliance with the information requirements 
of Rule 144A under the Securities Act in connection with the resale of Notes,
except at such times as the Company is subject to the reporting requirements 
of section 13 or 15(d) of the Exchange Act.  For the purpose of this 
paragraph 5B, the term "qualified institutional buyer" shall have the meaning
specified in Rule 144A under the Securities Act.  

          5C.  Inspection of Property.  The Company covenants that it will 
permit any Person designated by any Significant Holder in writing, to visit
and inspect any of the properties of the Company and its Subsidiaries, to 
examine the corporate books and financial records of the Company and its 
Subsidiaries and make copies thereof or extracts therefrom and to discuss 
the affairs, finances and accounts of any of such corporations with the 
principal officers of the Company and its independent public accountants, 
all at such reasonable times and as often as such Significant Holder may
reasonably request and in each case only in connection with such Significant 
Holder's investment in the Notes. 

          5D.  Covenant to Secure Note Equally.  The Company covenants that, 
if it or any Subsidiary shall create or assume any Lien upon any of its 
property or assets, whether now owned or hereafter acquired, other than 
Liens permitted by the provisions of paragraph 6G (unless prior written 
consent to the creation or assumption thereof shall have been obtained 
pursuant to paragraph 11C), it will make or cause to be made effective 
provision whereby the Notes will be secured by such Lien equally and ratably 
with any and all other Indebtedness thereby secured so long as any such 
other Indebtedness shall be so secured. 

          5E.  To Keep Books.  The Company will, and will cause each of its
Subsidiaries to, at all times keep proper books of records and account in 
which full, true and correct entries will be made of its transactions in 
accordance with GAAP.

          5F.  Payment of Taxes; Corporate Existence; Maintenance of 
Properties.  The Company covenants that it will, and will cause each of its 
Subsidiaries to:

          (i)  pay and discharge promptly all taxes, assessments and other
     governmental charges or levies imposed upon it, its income or profits 
     or any of its properties or assets before any penalty or interest 
     accrues thereon, as well as all claims and liabilities of any kind 
     (including without limitation claims and liabilities for labor, 
     materials and supplies) which, if unpaid, might by law become a Lien
     upon its property, prior to the time and when any penalty or fine 
     shall be incurred with respect thereto; provided that neither the 
     Company nor any of its Subsidiaries shall be required to pay any such 
     tax, assessment, charge, levy or claim if the amount, applicability 
     or validity thereof shall currently be contested in good faith by 
     appropriate and prompt proceedings and if the Company or any such 
     Subsidiary, as the case may be, shall have set aside on its books 
     reserves in respect thereof (segregated to the extent required by GAAP) 
     to the extent required by GAAP;

          (ii) do all things necessary to preserve and keep in full force 
     and effect its corporate existence, rights and franchises; provided 
     that nothing in this paragraph 5F(ii) shall prevent the abandonment 
     or termination of the corporate existence, rights and franchises of 
     any Subsidiary if, in the reasonable opinion of the Company, such 
     abandonment or termination is in the best interest of the Company and 
     not disadvantageous in any material respect to the holders of the
     Notes;

          (iii)     maintain adequate assets, contracts, licenses, permits 
     and other governmental approvals and authorizations, operating 
     authorities, certificates of public convenience, operating certificates,
     patents, copyrights, trademarks and trade names, industrial designs 
     and other intellectual property for it to conduct its business as 
     heretofore conducted by it and shall promptly notify the holders of the
     Notes in writing of any occurrence or event or loss with respect to 
     any of the foregoing which has or could reasonably be expected to have 
     a material adverse effect on the business, condition (financial or 
     other), assets, properties or operations of the Company or any of its 
     Subsidiaries, or the Company's ability to perform its obligations 
     under the Notes or the agreement; and 

          (iv) maintain and keep its properties used or useful in the 
     conduct of its business in good condition, repair and working order 
     and supplied with all necessary equipment and make all necessary 
     repairs, renewals, replacements, betterments and improvements thereof, 
     all as may be necessary so that the business carried on in connection 
     therewith may be properly and advantageously conducted at all times.

          5G.  Insurance.  The Company covenants that it will, and will cause 
each of its Subsidiaries to, keep adequately insured, by financially sound 
and reputable insurers, all property of an insurable nature against loss or 
damage (including, without limitation, public liability) of the kinds 
customarily insured against by similarly-situated corporations, and carry 
such other insurance as is usually carried by corporations engaged in the 
same or a similar business similarly situated.

          5H.  Compliance with Laws.  The Company covenants that it will, and
will cause each of its Subsidiaries to, comply in all respects with all 
applicable statutes, rules, regulations and orders of any governmental 
authorities with respect to the conduct of its business and the ownership 
of properties (including, without limitation, all applicable laws relating 
to the protection of the environment, equal opportunity and employee 
safety), except if the failure to comply could not, as far as the Company 
can reasonably foresee, individually or in the aggregate, have a material 
adverse effect on the business, results of operations, prospects or condition 
(financial or other) of the Company or any of its Subsidiaries.

          6.   NEGATIVE COVENANTS.  During the Issuance Period and so long
thereafter as any Note is outstanding and unpaid, the Company covenants as 
follows:

          6A.  Current Ratio.  The Company covenants that it will not suffer 
or permit Consolidated Current Assets at any time to be less than one 
hundred fifty percent (150%) of Consolidated Current Liabilities.

          6B.  Tangible Net Worth.  The Company covenants that it will not 
suffer or permit Consolidated Tangible Net Worth at any time to be less 
than the sum of (i) sixty-five million dollars ($65,000,000) plus (ii) 
fifty percent (50%) of cumulative Consolidated Net Income earned after 
June 30, 1993.

          6C.  Consolidated Funded Indebtedness.  The Company covenants that 
it will not suffer or permit the aggregate outstanding balance of 
Consolidated Funded Indebtedness at any time to exceed sixty percent (60%) 
of Consolidated Total Capitalization.  For purposes of this paragraph 6C, 
Consolidated Funded Indebtedness shall exclude any fixed sinking fund 
payments or other payments or prepayments required to be made within one 
(1) year from the date of determination thereof with respect to any 
Indebtedness that had an original maturity more than twelve (12) months
from the date of original incurrence, all as determined in accordance 
with GAAP.

          6D.  Consolidated Total Indebtedness.  The Company covenants that 
it will not suffer or permit the aggregate outstanding balance of 
Consolidated Total Indebtedness at any time to exceed two hundred percent 
(200%) of Consolidated Tangible Net Worth.

          6E.  Short-Term Working Capital Indebtedness.  For a period of 
forty-five (45) consecutive days during the twelve (12) month period 
following October 22 of each year, the Company covenants that it will not 
and will not permit any Subsidiary to suffer or permit the daily average 
outstanding principal balance of its Short-Term Working Capital Indebtedness 
to exceed five million dollars ($5,000,000) during such forty-five (45) 
day period.

          6F.  Fixed Charge Coverage.  The Company covenants that it will not
suffer to permit, as of the end of any fiscal quarter of the Company, 
Consolidated Net Income Available for Fixed Charges for its four (4) most 
recent consecutive fiscal quarters (taken as a whole) to be less than two 
hundred percent (200%) of the aggregate amount of the Fixed Charges for 
such period of four (4) fiscal quarters (taken as a whole).

          6G.  Liens.  The Company covenants that it will not, and will not 
permit any of its Subsidiaries to, (i) create, assume, incur, permit or 
suffer to exist any Lien on or with respect to, or, whether by transfer 
to any Subsidiary or Affiliate or otherwise, subject, or permit any 
Subsidiary or Affiliate to subject, any property or assets (real or
personal, tangible or intangible, including, without limitation, any stock 
or other securities of a Subsidiary) of the Company or any of its 
Subsidiaries, whether now owned or hereafter acquired, or any income or 
profits therefrom (whether or not provision is made for the equal and 
ratable securing of the Notes in accordance with the provisions of 
paragraph 5C) to any Lien, or (ii) own or acquire or agree to acquire any 
property or assets (real or personal, tangible or intangible) subject to 
any Lien (whether or not provision is made for the equal and ratable 
securing of the Notes in accordance with the provision of paragraph 5C); 
provided that the foregoing shall not prevent:

          (i)  Liens listed in Schedule 6G hereto;

          (ii) Any Lien created to secure all or any part of the purchase 
     price of assets acquired by the Company or any of its Subsidiaries 
     after the date hereof or constructed by or on behalf of the Company 
     or any of its Subsidiaries after the date hereof, provided that (a) 
     the principal amount of Indebtedness secured by any such Lien shall 
     not at any time exceed an amount equal to ninety percent (90%) of the 
     cost to the Company or its Subsidiaries of the assets so acquired or
     constructed, and (b) such Lien shall at all times be confined solely 
     to the asset or assets so acquired or constructed and, if required by 
     the terms of the instrument originally creating such Lien, other 
     property which after the date of this Agreement is an improvement to 
     or is acquired for specific use in connection with such acquired assets;

          (iii)     Liens for taxes, assessments or other governmental 
     charges to the extent not required to be paid by paragraph 5F;

          (iv) Materialmen's, merchants', carriers', workers', repairers', 
     or other like Liens arising in the ordinary course of business to the 
     extent not required to be paid by paragraph 5F;

          (v)  Pledges or deposits of cash or marketable securities made 
     in the ordinary course of business in connection with worker's 
     compensation laws, unemployment insurance and social security laws;

          (vi) Leases or subleases granted to others, easements, rights-of-
     way, restrictions and other similar charges or encumbrances, in each 
     case incidental to, and not interfering with, the ordinary conduct of 
     the business of the Company or any of its Subsidiaries;

          (vii)     Liens created by any Subsidiary of the Company as 
     security for Indebtedness owing to the Company or to another Wholly-
     Owned Subsidiary of the Company; and

          (viii)    Liens arising out of a judgment against the Company or 
     any of its Subsidiaries for the payment of money not exceeding one 
     million dollars ($1,000,000) with respect to which an appeal is being 
     prosecuted and a stay of execution pending such appeal has been secured.

          6H.  Certain Restrictions Relating to Subsidiaries.  (1) The 
     Company covenants that it will not permit any of its Subsidiaries to:

          (i)  issue any shares of (or any warrants, rights or options to 
     acquire shares of) capital stock having a preference as to dividends 
     or upon liquidation over other shares of such Subsidiary to any Person 
     other than the Company or a Wholly-Owned Subsidiary; or 

        (ii) notwithstanding anything to the contrary in this Agreement, 
     sell, assign, transfer, pledge, dispose of or in any way part with 
     control of any shares of (or any warrants, rights or options to acquire 
     shares of) capital stock of another Subsidiary having a preference as 
     to dividends or upon liquidation over other shares of such other 
     Subsidiary to any Person other than the Company or a Wholly-Owned 
     Subsidiary; or 

          (iii)     incur, create or assume or otherwise become or remain 
     directly or indirectly liable with respect to any Indebtedness other 
     than (a) Indebtedness set forth in Schedule 6H hereto, (b) 
     Indebtedness owing to the Company or another Wholly-Owned Subsidiary, 
     (c) Indebtedness secured by any Lien permitted under paragraph 6G 
     and (d) Indebtedness owing by a corporation, which corporation is
     acquired by the Company and thereupon becomes a Subsidiary of the 
     Company, immediately prior to the Company's acquisition of such 
     corporation, provided that the Indebtedness referred to in clause (d) 
     of this subdivision (iii) was not created or incurred in conjunction 
     with or in anticipation or contemplation of such acquisition, and 
     (e) Capital Lease Obligations, provided further that the indebtedness 
     referred to in clauses (c) and (e) of this subdivision (iii) shall 
     at no time exceed $30,000,000 in the aggregate.

          (2)  The Company covenants that it will not, and will not permit 
any of its Subsidiaries to, acquire, directly or indirectly, any stock of 
any other corporation which immediately after such acquisition would become 
a Subsidiary, unless immediately after giving effect to such acquisition:

          (i)  the Company, one or more of its Wholly-Owned Subsidiaries, or 
     the Company and one or more of its Wholly-Owned Subsidiaries shall own, 
     directly or indirectly, all outstanding capital stock of such 
     corporation having any preference as to dividends or upon liquidating 
     over other shares of such corporation, and any and all rights, options 
     and warrants to acquire any such preference stock; and

          (ii) no Default or Event of Default shall have occurred and be
     continuing.

          6I.  Merger, Consolidation, Sale or Lease.  The Company covenants 
that it will not, and will not permit any of its Subsidiaries to, (i) 
directly or indirectly, sell, assign, lease, transfer or otherwise dispose 
of more than twenty percent (20%) of the assets of the Company and its 
Subsidiaries on a consolidated basis (including without limitation shares 
of stock of Subsidiaries and any warrants, rights or options to acquire
such shares of stock; it being understood that in the case of dispositions 
of any such equity securities of a Subsidiary (even if less than 100% of 
such securities held by the Company), compliance with the foregoing twenty 
percent (20%) limitation will be calculated based on the value of 100% 
of the assets of such Subsidiary on an unconsolidated basis determined 
in accordance with GAAP and on the assumption that 100% of such 
Subsidiary's securities have been disposed of regardless of the percentage
of such Subsidiaries' securities actually disposed of) during any twelve 
(12) month period; or (ii) consolidate with or merge into any Person or 
permit any Person to merge into it, unless the Company survives the 
consummation of any such transaction; and in the case of a transaction 
contemplated by clause (i) or (ii) of this paragraph 6I, at the time of
such transaction, and immediately after giving effect thereto, no Default 
or Event of Default shall have occurred and be continuing.

          6J.  Transactions with Affiliates.  The Company covenants that 
it will not, and will not permit any of its Subsidiaries to, enter into 
or permit to exist any transaction (including, without limitation, the 
purchase, sale, lease or exchange of any property, the rendering of any 
service or the making of any loan) with any Affiliate of the Company or 
any of its Subsidiaries except in the ordinary course of and pursuant to
the reasonable requirements of the business of the Company or such 
Subsidiary, as the case may be, and upon fair and reasonable terms which 
are not less favorable to the Company or such Subsidiary, as the case 
may be, than those which might be obtained in an arm's-length transaction 
at the time from Persons which are not an Affiliate of the Company or any 
of its Subsidiaries.  Notwithstanding the provisions of this paragraph 6J,
any investments made by the Company in any of its Subsidiaries or by any 
such Subsidiary in the Company otherwise permitted to be made pursuant to 
paragraph 6K shall not be deemed to violate this paragraph 6J.

          6K.  Investments.  The Company covenants that it will not, and 
will not permit any of its Subsidiaries to, make any investment or acquire 
or hold any interest in any Person, whether payment therefor is made in 
cash or capital stock of the Company, and whether such investment is by 
acquisition of stock or Indebtedness, or by loan, advance, transfer of 
property, capital contribution, extension of credit, guaranty or
otherwise becoming liable (contingently or otherwise) in respect of the 
Indebtedness of any Person, or otherwise, except:

          (i)  investments in direct obligations issued by the United States 
     of America or obligations of any instrumentality or agency thereof 
     payment of the principal and interest of which is unconditionally 
     guaranteed by the United States of America and maturing not more 
     than one (1) year from the date of acquisition thereof;

          (ii) investments in negotiable certificates of deposit maturing 
     within one (1) year of the date of acquisition thereof and issued by 
     any United States commercial bank that is a member of the Federal 
     Deposit Insurance Corporation, which bank has capital and surplus 
     aggregating at least two hundred fifty million dollars ($250,000,000) 
     and that has been given a senior debt rating of A- or better by 
     Standard & Poor's Rating Group or A3 or better by Moody's Investors 
     Service, Inc.;

          (iii)     investments in commercial paper with an original term of 
     not in excess of two hundred seventy (270) days which, at the date of 
     acquisition, has been given the highest credit rating accorded by each 
     of Standard & Poor's Rating Group and Moody's Investors Service, Inc.;

          (iv) investments in money market mutual funds that have total 
     assets in excess of two and one-half billion dollars ($2,500,000,000);

          (v)  investments in tax-exempt securities rated "A" or better by 
     Standard & Poor's Rating Group or Moody's Investors Service, Inc.;

          (vi) investments not otherwise permitted by this paragraph 6K and
     previously consented to in writing by the holders of the Notes;

          (vii)     investments in corporations all of the capital stock of 
     which is owned by the Company; and

          (viii)    investments not otherwise permitted by this paragraph 
     6K which in the aggregate do not exceed at any time twenty percent 
     (20%) of Consolidated Tangible Net Worth.

          6L.  Restricted Payments.  The Company covenants that it will not, 
and will not permit any of its Subsidiaries to, directly or indirectly, 
during any fiscal year, (i) declare or pay any dividend or make any other 
distribution, in cash or otherwise, on any shares of any class of capital 
stock of the Company or any of its Subsidiaries (other than dividends 
payable to the Company, and other than a dividend or distribution payable in
shares of capital stock of the Company or, as permitted by paragraph 6H, 
in shares of capital stock of any such Subsidiary) or (ii) purchase, redeem, 
retire by the making of any payment, or otherwise acquire any such shares 
(other than treasury stock held by the Company or any such Subsidiary as 
of September 9, 1993) or any warrants, options or other rights to acquire 
any such shares of stock, unless, immediately after giving effect to such 
action, the sum of    

          (i)  the aggregate amount of all such dividends and distributions
     declared, paid or made subsequent to June 30, 1993, and 

          (ii) the aggregate amount of all such purchases, redemptions,
     retirements, and acquisitions made subsequent to June 30, 1993,

shall not exceed the sum of

          (i)  fifteen million dollars ($15,000,000),

          (ii) fifty percent (50%) (or minus one hundred percent (100%) in 
     the case of a deficit) of cumulative Consolidated Net Income earned 
     subsequent to June 30, 1993, and

          (iii)     the aggregate amount received by the Company (other than 
     from its Subsidiaries) as the net cash proceeds of sales of capital 
     stock of the Company (including treasury stock and debt securities 
     subsequently converted into or exchanged for capital stock) subsequent 
     to June 30, 1993.

          6M.  Sales and Leasebacks.  The Company covenants that it will not, 
and will not permit any of its Subsidiaries to, enter into any arrangement, 
directly or indirectly, with any other Person (other than the Company or 
any such Subsidiary) whereby the Company or such Subsidiary shall sell or 
transfer any real or personal property, whether now owned or hereafter 
acquired, to such other Person and then or thereafter rent, lease as 
lessee or repurchase under an extended purchase contract such property 
or any part thereof or any other property which the Company or such 
Subsidiary, as the case may be, intends to use for substantially the 
same purpose or purposes as the property being sold or transferred; 
provided that the foregoing shall not apply in respect of (i) property 
owned by the Company or any such Subsidiary for a period not exceeding 
twelve (12) months; (ii) real property on which substantial fixed
improvements are constructed if such real property is owned by the Company 
or any such Subsidiary for a period not exceeding twelve (12) months 
after the date of completion of such fixed improvements, it being 
understood that for purposes of computing the twelve (12) month period 
referred to in clauses (i) and (ii) above, the period of time during which 
the Company or any of its Subsidiaries own any item of property shall be 
aggregated; and (iii) real property transferred and leased back by the
Company in connection with the issuance of industrial development bonds.

          6N.  Maintenance of Present Business.  The Company covenants that 
it will not, and will not permit any of its Subsidiaries to, engage in any 
business if, as a result, the general nature of the business which would 
then be engaged in by the Company and its Subsidiaries, taken as a whole, 
would be substantially changed from the general nature of the business 
engaged in by the Company and its Subsidiaries as of September 9, 1993.

          7.   EVENTS OF DEFAULT.

          7A.  Acceleration.  If any of the following events shall occur and 
be continuing for any reason whatsoever (and whether such occurrence shall 
be voluntary or involuntary or come about or be effected by operation of 
law or otherwise):

          (i)  the Company defaults in the payment of any principal of, or
     Yield-Maintenance Amount payable with respect to, any Note when the same
     shall become due, either by the terms thereof or otherwise as herein 
     provided; or

          (ii)  the Company defaults in the payment of any interest on any 
     Note for more than 5 days after the date due; or

          (iii)  the Company or any Subsidiary defaults (whether as primary 
     obligor or as guarantor or other surety) in any payment of principal 
     of or interest on any other obligation for money borrowed (or any 
     Capital Lease Obligation, any obligation under a conditional sale or 
     other title retention agreement, any obligation issued or assumed as 
     full or partial payment for property whether or not secured by a 
     purchase money mortgage or any obligation under notes payable
     or drafts accepted representing extensions of credit) beyond any 
     period of grace provided with respect thereto, or the Company or any 
     Subsidiary fails to perform or observe any other agreement, term or 
     condition contained in any agreement under which any such obligation 
     is created (or if any other event thereunder or under any such 
     agreement shall occur and be continuing) and the effect of such
     failure or other event is to cause, or to permit the holder or 
     holders of such obligation (or a trustee on behalf of such holder or 
     holders) to cause, such obligation to become due (or to be repurchased 
     by the Company or any Subsidiary) prior to any stated maturity, 
     provided that the aggregate amount of all obligations as to which 
     such a payment default shall occur and be continuing or such a 
     failure or other event causing or permitting acceleration (or resale 
     to the Company or any Subsidiary) shall occur and be continuing 
     exceeds $3,000,000; or

          (iv)  any representation or warranty made by the Company herein or 
     by the Company or any of its officers in any writing furnished in 
     connection with or pursuant to this Agreement shall be false in any 
     material respect on the date as of which made; or
     
          (v)  the Company fails to perform or observe any agreement 
     contained in paragraph 6; or

          (vi)  the Company fails to perform or observe any other agreement, 
     term or condition contained herein and such failure shall not be 
     remedied within 30 days after any Responsible Officer obtains actual 
     knowledge thereof; or

          (vii)  the Company or any Subsidiary makes an assignment for the 
     benefit of creditors or is generally not paying its debts as such 
     debts become due; or

          (viii)  any decree or order for relief in respect of the Company 
     or any Subsidiary is entered under any bankruptcy, reorganization, 
     compromise, arrangement, insolvency, readjustment of debt, dissolution 
     or liquidation or similar law, whether now or hereafter in effect 
     (herein called the "Bankruptcy Law"), of any jurisdiction; or

          (ix)  the Company or any Subsidiary petitions or applies to any 
     tribunal for, or consents to, the appointment of, or taking possession 
     by, a trustee, receiver, custodian, liquidator or similar official of 
     the Company or any Subsidiary, or of any substantial part of the 
     assets of the Company or any Subsidiary, or commences a voluntary 
     case under the Bankruptcy Law of the United States or any proceedings 
     (other than proceedings for the voluntary liquidation and dissolution 
     of a Subsidiary) relating to the Company or any Subsidiary under the
     Bankruptcy Law of any other jurisdiction; or

          (x)  any such petition or application is filed, or any such 
     proceedings are commenced, against the Company or any Subsidiary and 
     the Company or such Subsidiary by any act indicates its approval 
     thereof, consent thereto or acquiescence therein, or an order, 
     judgment or decree is entered appointing any such trustee, receiver, 
     custodian, liquidator or similar official, or approving the petition 
     in any such proceedings, and such order, judgment or decree remains
     unstayed and in effect for more than 30 days; or

          (xi)  any order, judgment or decree is entered in any proceedings 
     against the Company decreeing the dissolution of the Company and such 
     order, judgment or decree remains unstayed and in effect for more than 
     60 days; or

          (xii)  any order, judgment or decree is entered in any proceedings 
     against the Company or any Subsidiary decreeing a split-up of the 
     Company or such Subsidiary which requires the divestiture of assets 
     representing a substantial part, or the divestiture of the stock of 
     a Subsidiary whose assets represent a substantial part, of the 
     consolidated assets of the Company and its Subsidiaries (determined
     in accordance with generally accepted accounting principles) or which 
     requires the divestiture of assets, or stock of a Subsidiary, which 
     shall have contributed a substantial part of the consolidated net 
     income of the Company and its Subsidiaries (determined in accordance 
     with generally accepted accounting principles) for any of the three 
     fiscal years then most recently ended, and such order, judgment or 
     decree remains unstayed and in effect for more than 60 days; or

          (xiii)    a final judgment in an amount in excess of $2,000,000 
     is rendered against the Company or any Subsidiary and, within 60 days 
     after entry thereof, such judgment is not discharged or execution 
     thereof stayed pending appeal, or within 60 days after the expiration 
     of any such stay, such judgment is not discharged; or

          (xiv)     the Company or any ERISA Affiliate, in its capacity as 
     an employer under a Multiemployer Plan, makes a complete or partial 
     withdrawal from such Multiemployer Plan resulting in the incurrence 
     by such withdrawing employer of a withdrawal liability in an amount 
     exceeding $1,000,000; the Company or any other Person shall institute 
     any steps to terminate a Plan if as a result of such termination 
     the Company or any of its Subsidiaries could be required to make a
     contribution to or on account of such Plan, or could incur a liability 
     or obligation to such Plan, in excess of $1,000,000; a contribution 
     failure shall occur with respect to any Plan sufficient to give rise 
     to a lien under section 302(f) of ERISA; the Company or any of its 
     Subsidiaries shall become subject to any excise tax on account of, 
     or otherwise incur any material liability as a result of, engaging 
     in any nonexempted "prohibited transaction," as defined in sections 
     406 and 408 of ERISA and section 4975 of the Code; or any Plan shall 
     incur any "accumulated funding deficiency," as defined in section 302 
     of ERISA, in an amount in excess of $1,000,000, whether or not waived;

then (a) if such event is an Event of Default specified in clause (viii), 
(ix) or (x) of this paragraph 7A with respect to the Company, all of the 
Notes at the time outstanding shall automatically become immediately due 
and payable at par together with interest accrued thereon, without 
presentment, demand, protest or notice of any kind, all of which are
hereby waived by the Company, and (b) if such event is not an Event of 
Default specified in clause (viii), (ix) or (x) of this paragraph 7A with 
respect to the Company, the Required Holder(s) of the Notes of any Series 
may at its or their option by notice in writing to the Company, declare 
all of the Notes of such Series to be, and all of the Notes of such 
Series shall thereupon be and become, immediately due and payable
together with interest accrued thereon and together with the Yield-
Maintenance Amount, if any, with respect to each Note of such Series, 
without presentment, demand, protest or other notice of any kind, all 
of which are hereby waived by the Company, provided that the Yield-
Maintenance Amount, if any, with respect to each Note shall be due 
and payable upon any declaration pursuant to this paragraph 7A only if 
(I) the event whose occurrence permits such declaration is an Event of 
Default specified in any of clauses (i) to (vi), inclusive, or clauses 
(xiii) or (xiv) of this paragraph 7A, (II) the Required Holders of the 
Notes of any Series (whether or not of the same Series as the Notes the 
maturity of which shall have been accelerated by such declaration) shall 
have given to the Company, at least 10 Business Days before such 
declaration, written notice stating its or their intention to declare or 
join in declaring the Notes held by such Required Holders (or all of the 
Notes of such Series) to be immediately due and payable and identifying 
one or more such Events of Default whose occurrence on or before the
date of such notice permits such declaration, and (III) one or more of 
the Events of Default so identified shall be continuing at the time of 
such declaration.

          7B.  Other Remedies.  If any Event of Default or Default shall 
occur and be continuing, the holder of any Note may proceed to protect and 
enforce its rights under this Agreement and such Note by exercising such 
remedies as are available to such holder in respect thereof under 
applicable law, either by suit in equity or by action at law, or both, 
whether for specific performance of any covenant or other agreement
contained in this Agreement or in aid of the exercise of any power granted 
in this Agreement.  No remedy conferred in this Agreement upon the holder 
of any Note is intended to be exclusive of any other remedy, and each and 
every such remedy shall be cumulative and shall be in addition to every 
other remedy conferred herein or now or hereafter existing at law or in 
equity or by statute or otherwise.

          8.   REPRESENTATIONS, COVENANTS AND WARRANTIES.  The
Company represents, covenants and warrants as follows:

          8A.  Organization.  The Company is a corporation duly organized and
existing in good standing under the laws of the State of Delaware; each 
Subsidiary is duly organized and existing in good standing under the laws 
of the jurisdiction in which it is incorporated; Schedule 8A hereto 
correctly sets forth (i) the name and jurisdiction of the incorporation of 
each Subsidiary of the Company and (ii) a statement of the ownership of 
each such Subsidiary's stock; the shares of stock of the Subsidiaries 
listed in Schedule 8A hereto as owned by the Company or any of its
Subsidiaries are so owned as of the date of this Agreement, free and 
clear of all Liens, and all such shares of stock have been duly issued 
and are fully paid and non-assessable; the Company has and each of its
Subsidiaries has full power and authority to own its respective properties 
and to carry on its respective business as now being conducted; and the 
Company is and each Subsidiary is duly qualified as a foreign corporation 
to do business and in good standing in every jurisdiction in which the 
nature of the respective business conducted or property owned by it 
makes such qualification necessary, except where the failure to so qualify 
would not have a material adverse effect on the Company and its Subsidiaries.

          8B.  Financial Statements.  The Company has furnished each Purchaser
of any Accepted Notes with the following financial statements, identified by 
a principal financial officer of the Company:  (i) a consolidated balance 
sheet of the Company and its Subsidiaries as at December 31 in each of 
the three fiscal years of the Company most recently completed prior to 
the date as of which this representation is made or repeated to such 
Purchaser (other than fiscal years completed within 90 days prior to such 
date for which audited financial statements have not been released) and 
consolidated statements of income, stockholders' equity and cash flows of 
the Company and its Subsidiaries for each such year, all reported on by 
Arthur Andersen LLP; and (ii) a consolidated balance sheet of the Company 
and its Subsidiaries as at the end of the quarterly period (if any)
most recently completed prior to such date and after the end of such 
fiscal year (other than quarterly periods completed within 45 days prior 
to such date for which financial statements have not been released) and 
the comparable quarterly period in the preceding fiscal year and 
consolidated statements of income, stockholders' equity and cash flows for
the periods from the beginning of the fiscal years in which such quarterly 
periods are included to the end of such quarterly periods, prepared 
by the Company.  Such financial statements (including any related 
schedules and/or notes), have been prepared in accordance with 
generally accepted accounting principles consistently followed throughout 
the periods involved and show all liabilities, direct and contingent, of 
the Company and its Subsidiaries required to be shown in accordance with 
such principles.  The balance sheets fairly present the condition of the 
Company and its Subsidiaries as at the dates thereof, and the statements 
of income, stockholders' equity and cash flows fairly present the results 
of the operations of the Company and its Subsidiaries and their cash flows 
for the periods indicated. The consolidated balance sheet most recently
delivered by the Company shows all liabilities, direct and contingent, of 
the Company and its Subsidiaries required to be shown in accordance with 
generally accepted accounting principles.  There has been no material 
adverse change in the business, condition (financial or otherwise),  
operations or (except to the extent disclosed in writing
to the Purchasers of Accepted Notes in the Request for Purchase for such 
Accepted Notes with a notation that it is an exception to the "prospects" 
representation of this paragraph 8B) prospects of the Company and its 
Subsidiaries taken as a whole since the end of the most recent fiscal 
year for which such audited financial statements have been furnished.

          8C.  Actions Pending.  There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company, threatened against 
the Company or any of its Subsidiaries, or any properties or rights of the 
Company or any of its Subsidiaries, by or before any court, arbitrator or 
administrative or governmental body which might result in any material 
adverse change in the business, condition (financial or otherwise) or 
operations of the Company and its Subsidiaries taken as a whole.  There is
no action, suit, investigation or proceeding pending or, to the knowledge 
of the Company, threatened against the Company or any of its Subsidiaries 
which purports to affect the validity or enforceability of this Agreement or 
any Note.

          8D.  Outstanding Indebtedness.  Neither the Company nor any of its
Subsidiaries has outstanding any Indebtedness except as permitted by 
paragraphs 6C, 6D, 6E or 6H.  There exists no default under the provisions 
of any instrument evidencing such Indebtedness or of any agreement relating 
thereto.  Schedule 6H sets forth all Indebtedness for borrowed money of 
the Company and its Subsidiaries outstanding on the date hereof.

          8E.  Title to Properties.  The Company has and each of its 
Subsidiaries has good and indefeasible title to its respective real 
properties (other than properties which it leases) and good title to 
all of its other respective properties and assets, including the properties 
and assets reflected in the most recent audited balance sheet referred to 
in paragraph 8B (other than properties and assets disposed of in the 
ordinary course of business), subject to no Lien of any kind except Liens 
permitted by paragraph 6G.  All leases necessary in any material respect 
for the conduct of the respective businesses of the Company and its 
Subsidiaries are valid and subsisting and are in full force and effect.  
Schedule 6G sets forth all Liens securing Indebtedness of the Company or 
its Subsidiaries existing on the date hereof (other than Liens on
equipment securing approximately five hundred thousand dollars ($500,000) of
Indebtedness).

          8F.  Taxes.  The Company has and each of its Subsidiaries has 
filed all Federal, State and other income tax returns which, to the 
knowledge of the officers of the Company and its Subsidiaries, are 
required to be filed, and each has paid all taxes as shown on such 
returns and on all assessments received by it to the extent that such taxes
have become due, except such taxes as are being contested in good faith 
by appropriate proceedings for which adequate reserves have been 
established in accordance with GAAP.  Federal income tax returns of the 
Company and its Subsidiaries have been examined and reported on by the 
taxing authorities or closed by applicable statutes and satisfied for all 
fiscal years prior to and including the fiscal year ended on December 31,
1991.  All material tax liabilities of the Company and its Subsidiaries 
were adequately provided for as of June 30, 1995 and are now so provided 
for on the books of the Company and its Subsidiaries.  Neither the Company 
nor any of its Subsidiaries nor any Person on behalf of the Company or 
any of its Subsidiaries has agreed to extend the time for the assessment 
of any material amount of tax.

          8G.  Conflicting Agreements and Other Matters.  Neither the Company
nor any of its Subsidiaries is a party to any contract or agreement or 
subject to any charter or other corporate restriction which materially and 
adversely affects its business, property or assets, or financial condition. 
Neither the execution nor delivery of this Agreement or the Notes, nor 
the offering, issuance and sale of the Notes, nor fulfillment of nor 
compliance with the terms and provisions hereof and of the Notes will 
conflict with, or result in a breach of the terms, conditions or provisions 
of, or constitute a default under, or result in any violation of, or 
result in the creation of any Lien upon any of the properties or assets 
of the Company or any of its Subsidiaries pursuant to, the charter or 
by-laws of the Company or any of its Subsidiaries, any award of any 
arbitrator or any agreement (including any agreement with stockholders), 
instrument, order, judgment, decree, statute, law, rule or regulation to 
which the Company or any of its Subsidiaries is subject.  Neither the 
Company nor any of its Subsidiaries is a party to, or otherwise subject to 
any provision contained in, any instrument evidencing indebtedness of the 
Company or such Subsidiary, any agreement relating thereto or any other 
contract or agreement (including its charter) which limits the amount of, 
or otherwise imposes restrictions on the incurring of, Indebtedness of 
the Company of the type to be evidenced by the Notes except as set forth 
in the agreements listed in Schedule 8G attached hereto (as such Schedule 
8G may have been modified from time to time by written supplements 
delivered by the Company to Prudential in connection with a Request for 
Purchase).

          8H.  Offering of Notes.  Neither the Company nor any agent acting 
on its behalf has, directly or indirectly, offered the Notes or any similar 
security of the Company for sale to, or solicited any offers to buy the 
Notes or any similar security of the Company from, or otherwise approached 
or negotiated with respect thereto with, any Person other than 
institutional investors, and neither the Company nor any agent acting on 
its behalf has taken or will take any action which would subject the 
issuance or sale of the Notes to the provisions of section 5 of the 
Securities Act or to the provisions of any securities or Blue Sky law of 
any applicable jurisdiction.

          8I.  Use of Proceeds.  The proceeds of the Series A Notes will be
used to refinance existing bank or secured indebtedness and for general 
corporate purposes.  None of the proceeds of the sale of any Notes will be 
used, directly or indirectly, for the purpose, whether immediate, 
incidental or ultimate, of purchasing or carrying any "margin stock" as 
defined in Regulation G (12 CFR Part 207) of the Board of Governors
of the Federal Reserve System ("margin stock") or for the purpose of 
maintaining, reducing or retiring any Indebtedness which was originally 
incurred to purchase or carry any stock that is then currently a margin 
stock or for any other purpose which might constitute the purchase of such 
Notes a "purpose credit" within the meaning of such Regulation G, unless 
the Company shall have delivered to the Purchaser which is purchasing 
such Notes, on the Closing Day for such Notes, an opinion of counsel
satisfactory to such Purchaser stating that the purchase of such Notes 
does not constitute a violation of such Regulation G.  Neither the Company 
nor any agent acting on its behalf has taken or will take any action which 
might cause this Agreement or the Notes to violate Regulation G, or any 
other regulation of the Board of Governors of the Federal Reserve System 
or to violate the Exchange Act, in each case as in effect now or as the 
same may hereafter be in effect.

          8J.  ERISA.  No accumulated funding deficiency (as defined in 
section 302 of ERISA and section 412 of the Code), whether or not waived, 
exists with respect to any Plan (other than a Multiemployer Plan).  No 
liability to the Pension Benefit Guaranty Corporation has been or is 
expected by the Company or any ERISA Affiliate to be incurred with respect 
to any Plan (other than a Multiemployer Plan) by the Company, any 
Subsidiary or any ERISA Affiliate which is or would be materially adverse
to the business, condition (financial or otherwise) or operations of the 
Company and its Subsidiaries taken as a whole.  Neither the Company, any 
Subsidiary nor any ERISA Affiliate has incurred or presently expects to 
incur any withdrawal liability under Title IV of ERISA with respect to 
any Multiemployer Plan which is or would be materially adverse to the 
business, condition (financial or otherwise) or operations of the Company
and its Subsidiaries taken as a whole.  The execution and delivery of this 
Agreement and the issuance and sale of the Notes will be exempt from, or 
will not involve any transaction which is subject to, the prohibitions of 
section 406 of ERISA and will not involve any transaction in connection 
with which a penalty could be imposed under section 502(i) of ERISA or a 
tax could be imposed pursuant to section 4975 of the Code.  The 
representation by the Company in the next preceding sentence is made in 
reliance upon and subject to the accuracy of the representation of each 
Purchaser in paragraph 9B as to the source of funds to be used by it to 
purchase any Notes.  

          8K.  Governmental Consent.  Neither the nature of the Company or of
any Subsidiary, nor any of their respective businesses or properties, nor 
any relationship between the Company or any Subsidiary and any other Person, 
nor any circumstance in connection with the offering, issuance, sale or 
delivery of the Notes is such as to require any authorization, consent, 
approval, exemption or other action by or notice to or filing with any 
court or administrative or governmental or regulatory body (other than 
routine filings after the Closing Day for any Notes with the Securities 
and Exchange Commission and/or state Blue Sky authorities) in connection 
with the execution and delivery of this Agreement, the offering, issuance,  
sale or delivery of the Notes or fulfillment of or compliance with the 
terms and provisions hereof or of the Notes.

          8L.  Environmental and Other Regulatory Compliance.  The Company
and its Subsidiaries and all of their respective properties and facilities 
have complied at all times and in all respects with all Federal, State, 
local and regional statutes, laws, ordinances and judicial or administrative 
orders, judgments, rulings and regulations relating to protection of the 
environment or otherwise applicable to the operation of the Company's and 
its Subsidiaries' respective businesses, including, without limitation,
relating to equal opportunity and employee safety, except, in any such 
case, where failure to comply would not result in a material adverse 
effect on the business, condition (financial or otherwise) or operations 
of the Company and its Subsidiaries taken as a whole.

          8M.  Disclosure.  Neither this Agreement nor any other document,
certificate or statement furnished to any Purchaser by or on behalf of the 
Company in connection herewith contains any untrue statement of a material 
fact or omits to state a material fact necessary in order to make the 
statements contained herein and therein not misleading.  To the best 
knowledge of the Company, there is no fact peculiar to the Company or any 
of its Subsidiaries which materially adversely affects or in the future
may (so far as the Company can now foresee) materially adversely affect 
the business, property or assets or financial condition of the Company or 
any of its Subsidiaries and which has not been set forth in this Agreement.

          8N.  Licenses.  The Company and its Subsidiaries own and possess (or
are licensed or otherwise have the full right to use) all trademarks, service 
marks, trade names, copyrights, patents, technology, know-how and processes, 
governmental licenses, franchises, certificates, consents, permits and 
approvals necessary to enable them to carry on their respective business 
in all material respects as now conducted and to own and operate the 
properties used in their business as now owned and operated, without known
conflict with the rights of others.  All such trademarks, service names, 
trade names, copyrights, patents, licenses, franchises, certificates, 
consents, permits and approvals are valid and subsisting, and the 
consummation of transactions contemplated by this Agreement will not 
alter or impair in any material respect any of such rights of the Company 
or its Subsidiaries.  Neither the Company nor any of its Subsidiaries has
received any notice of infringement of or conflict with asserted rights 
of others with respect to any trademark, service mark, trade name, 
copyright or license which either alone or in the aggregate, might 
reasonably be expected to materially adversely affect the business, 
results of operations, prospects or condition (financial or other) of the
Company or any of its Subsidiaries.

          8O.  Investment Company Act.  Neither the Company nor any of its
Subsidiaries is an "investment company," or a Person "controlled" by an 
"investment company," within the meaning of the Investment Company Act of 
1940, as amended.

          8P.  Hostile Tender Offers.  None of the proceeds of the sale of 
any Notes will be used to finance a Hostile Tender Offer.

          9.   REPRESENTATIONS OF THE PURCHASERS. 

     Each Purchaser represents as follows:

          9A.  Nature of Purchase.  Such Purchaser is not acquiring the Notes
purchased by it hereunder with a view to or for sale in connection with any 
distribution thereof within the meaning of the Securities Act, provided that 
the disposition of such Purchaser's property shall at all times be and 
remain within its control.  Each Purchaser is an "accredited investor" as 
such term is defined in Rule 501(a) of Regulation D promulgated under the 
Securities Act.  Prudential's principal office is in New Jersey.

          9B.  Source of Funds.  No part of the funds used by such Purchaser 
to pay the purchase price of the Notes purchased by such Purchaser hereunder 
constitutes assets allocated to any separate account maintained by such 
Purchaser in which any employee benefit plan, other than employee benefit 
plans identified on a list which has been furnished by such Purchaser to 
the Company, participates to the extent of 10% or more.  For the purpose 
of this paragraph 9B, the terms "separate account" and "employee benefit 
plan" shall have the respective meanings specified in section 3 of
ERISA.

          10.  DEFINITIONS.  For the purpose of this Agreement, the terms
defined in paragraphs 1 and 2 shall have the respective meanings specified 
therein, and the following terms shall have the meanings specified with 
respect thereto below (such meanings to be equally applicable to both the 
singular and plural forms of the terms defined):

          10A. Yield-Maintenance Terms.

          "Called Principal" shall mean, with respect to any Note, the 
principal of such Note that is to be prepaid pursuant to paragraph 4B or 
is declared to be immediately due and payable pursuant to paragraph 7A, 
as the context requires.

          "Designated Spread" shall mean 0% in the case of each Series A Note 
and 0% in the case of each Note of any other Series unless the Confirmation 
of Acceptance with respect to the Notes of such Series specifies a different 
Designated Spread in which case it shall mean, with respect to each Note 
of such Series, the Designated Spread so specified.

          "Discounted Value" shall mean, with respect to the Called Principal 
of any Note, the amount obtained by discounting all Remaining Scheduled 
Payments with respect to such Called Principal from their respective scheduled 
due dates to the Settlement Date with respect to such Called Principal, in 
accordance with accepted financial practice and at a discount factor 
(applied on the same periodic basis as that on which interest on such Note 
is payable) equal to the Reinvestment Yield with respect to such Called 
Principal.

          "Reinvestment Yield" shall mean, with respect to the Called 
Principal of any Note, the Designated Spread over the yield to maturity 
implied by (i) the yields reported, as of 10:00 A.M. (New York City local 
time) on the Business Day next preceding the Settlement Date with respect 
to such Called Principal, on the display designated as "Page 678" on the 
Telerate Service (or such other display as may replace Page 678 on the 
Telerate Service) for actively traded U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called Principal as of 
such Settlement Date, or if such yields shall not be reported as of such time 
or the yields reported as of such time shall not be ascertainable, (ii) the 
Treasury Constant Maturity Series yields reported, for the latest day for 
which such yields shall have been so reported as of the Business Day next 
preceding the Settlement Date with respect to such Called Principal, in 
Federal Reserve Statistical Release H.15 (519) (or any comparable successor 
publication) for actively traded U.S. Treasury securities having a constant
maturity equal to the Remaining Average Life of such Called Principal as of 
such Settlement Date.  Such implied yield shall be determined, if necessary, 
by (a) converting U.S. Treasury bill quotations to bond-equivalent yields 
in accordance with accepted financial practice and (b) interpolating 
linearly between yields reported for various maturities.

          "Remaining Average Life" shall mean, with respect to the Called 
Principal of any Note, the number of years (calculated to the nearest 
one-twelfth year) obtained by dividing (i) such Called Principal into (ii) 
the sum of the products obtained by multiplying (a) each Remaining 
Scheduled Payment of such Called Principal (but not of interest thereon) 
by (b) the number of years (calculated to the nearest one-twelfth year)
which will elapse between the Settlement Date with respect to such Called 
Principal and the scheduled due date of such Remaining Scheduled Payment.
          
          "Remaining Scheduled Payments" shall mean, with respect to the 
Called Principal of any Note, all payments of such Called Principal and 
interest thereon that would be due on or after the Settlement Date with 
respect to such Called Principal if no payment of such Called Principal 
were made prior to its scheduled due date.

          "Settlement Date" shall mean, with respect to the Called Principal 
of any Note, the date on which such Called Principal is to be prepaid 
pursuant to paragraph 4B or is declared to be immediately due and payable 
pursuant to paragraph 7A, as the context requires.

          "Yield-Maintenance Amount" shall mean, with respect to any Note, 
an amount equal to the excess, if any, of the Discounted Value of the Called 
Principal of such Note over the sum of (i) such Called Principal plus (ii) 
interest accrued thereon as of (including interest due on) the Settlement 
Date with respect to such Called Principal.  The Yield-Maintenance Amount 
shall in no event be less than zero.

          10B. Other Terms.

          "Acceptance" shall have the meaning specified in paragraph 2F.

          "Acceptance Day" shall have the meaning specified in paragraph 2F.

          "Acceptance Window" shall have the meaning specified in paragraph 2F.

          "Accepted Note" shall have the meaning specified in paragraph 2F.

          "Affiliate" of any Person shall mean a Person which, directly or 
indirectly, controls or is controlled by or is under common control with 
such Persons or which beneficially owns or holds or has the power to direct 
the voting power of ten percent (10%) or more of any class of voting stock 
of such Person or which has ten percent (10%) or more of its voting stock 
(or, in the case of a Person which is not a corporation, ten percent (10%) 
or more of its equity interest) beneficially owned or held, directly or
indirectly, by such Person.  For purposes of this definition, "control" means 
the power to direct the management and policies of a Person, directly or 
indirectly, whether through the ownership of voting securities, by contract 
or otherwise; and the term "controlled" has a meaning correlative to the 
foregoing.  No Person which is an institution shall be deemed to be an 
Affiliate of the Company or any of its Subsidiaries solely by reason of
ownership of the Notes or other securities issued in exchange for the Notes 
or by reason of having the benefits of any agreements or covenants of the 
Company or any of its Subsidiaries contained in this Note, any other Note 
or in the Agreement and no Subsidiary of the Company shall be deemed to 
be an Affiliate of the Company.

          "Authorized Officer" shall mean (i) in the case of the Company, 
its chief executive officer, its chief financial officer, any vice president 
of the Company designated as an "Authorized Officer" of the Company in the 
Information Schedule attached hereto or any vice president of the Company 
designated as an "Authorized Officer" of the Company for the purpose of 
this Agreement in an Officer's Certificate executed by the Company's chief 
executive officer or chief financial officer and delivered to Prudential,
and (ii) in the case of Prudential, any officer of Prudential designated as 
its "Authorized Officer" in the Information Schedule or any officer of 
Prudential designated as its "Authorized Officer" for the purpose of this 
Agreement in a certificate executed by one of its Authorized Officers.  
Any action taken under this Agreement on behalf of the Company by any 
individual who on or after the date of this Agreement shall have been
an Authorized Officer of the Company and whom Prudential in good faith 
believes to be an Authorized Officer of the Company at the time of such 
action shall be binding on the Company even though such individual shall 
have ceased to be an Authorized Officer of the Company, and any action 
taken under this Agreement on behalf of Prudential by any individual who 
on or after the date of this Agreement shall have been an Authorized
Officer of Prudential and whom the Company in good faith believes to be an 
Authorized Officer of Prudential at the time of such action shall be 
binding on Prudential even though such individual shall have ceased to be 
an Authorized Officer of Prudential.

          "Available Facility Amount" shall have the meaning specified in 
paragraph 2A.

          "Bankruptcy Law" shall have the meaning specified in clause (viii) 
of paragraph 7A.

          "Business Day" shall mean any day other than (i) a Saturday or a 
Sunday, (ii) a day on which commercial banks in New York City are required 
or authorized to be closed and (iii) for purposes of paragraph 2C hereof only, 
a day on which Prudential is not open for business.

          "Cancellation Date" shall have the meaning specified in paragraph 
2I(3).

          "Cancellation Fee" shall have the meaning specified in paragraph 
2I(3).

          "Capital Lease" shall mean at any time any lease of property 
(whether real, personal or mixed) which in accordance with GAAP would at 
such time be required to be classified and accounted for as a capital lease 
on a balance sheet of the lessee.

          "Capital Lease Obligation" shall mean at any time the amount of 
the obligation of the lessee under a Capital Lease which in accordance 
with GAAP would at such time appear as a liability on a balance sheet of 
such lessee in respect of such Capital Lease.

          "Closing Day" shall mean, with respect to the Series A Notes, the 
Initial Closing Day and, with respect to any Accepted Note shall mean the 
Business Day specified for the closing of the purchase and sale of such 
Note in the Request for Purchase of such Note, provided that (i) if the 
Acceptance Day for such Accepted Note is less than five Business Days after 
the Company shall have made such Request for Purchase and the Company and 
the Purchaser which is obligated to purchase such Note agree on an earlier 
Business Day for such closing, the "Closing Day" for such Accepted
Note shall be such earlier Business Day, and (ii) if the closing of the 
purchase and sale of such Accepted Note is rescheduled pursuant to 
paragraph 2H, the Closing Day for such Accepted Note, for all purposes 
of this Agreement except reference to "original Closing Day" in paragraph 
2I(2), shall mean the Rescheduled Closing Day with respect to such Closing.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Confidential Information" shall mean any material non-public 
information regarding the Company and its Subsidiaries that is provided to 
any holder of any Note, any Person who purchases a participation in a Note 
and any offeree of a Note or participation therein pursuant to this 
Agreement other than information (i) which was publicly known or otherwise 
known to such holder, such Person or such offeree at the time of disclosure, 
(ii) which subsequently becomes publicly known through no act or omission of 
such holder, such Person or such offeree or (iii) which otherwise becomes
known to such holder, such Person or such offeree, other than through 
disclosure by the Company or any Subsidiary.

          "Confirmation of Acceptance" shall have the meaning specified in
paragraph 2F.

          "Consolidated Current Assets" on any date shall mean the total of 
all current assets of the Company and its Subsidiaries which would be shown 
on a consolidated balance sheet of the Company and its Subsidiaries prepared 
in accordance with GAAP as of such date.

          "Consolidated Current Indebtedness" shall mean, as of any particular 
time and after eliminating inter-company items, all Current Indebtedness of 
the Company and its Subsidiaries, all as consolidated in accordance with GAAP.

          "Consolidated Current Liabilities" on any date shall mean the total 
of all current liabilities of the Company and its Subsidiaries which would 
be shown on a consolidated balance sheet of the Company and its Subsidiaries 
prepared in accordance with GAAP as of such date, and shall include without 
limitation the items listed in clause (ii) of the definition of Current 
Indebtedness.

          "Consolidated Funded Indebtedness" shall mean, as of any particular 
time and after eliminating inter-company items, all Funded Indebtedness of 
the Company and its Subsidiaries, all as consolidated in accordance with GAAP.

          "Consolidated Net Income" shall mean, with respect to any period, 
the Net Income of the Company and its Subsidiaries for such period, after 
eliminating inter-company items, all as consolidated and determined in 
accordance with GAAP.

          "Consolidated Net Income Available for Fixed Charges" shall mean 
with respect to any period, Consolidated Net Income (before income taxes) 
for such period plus the amount of Fixed Charges for such period.

          "Consolidated Stockholders' Equity" shall mean, as of any particular 
time, the aggregate amount of equity capital and surplus of the Company and 
its Subsidiaries appearing on a consolidated balance sheet of the Company 
and its Subsidiaries, less the cost of any treasury shares included on such 
balance sheet, prepared in accordance with GAAP.

          "Consolidated Tangible Net Worth" shall mean, as of any particular 
time and after eliminating inter-company items, Consolidated Stockholders' 
Equity less the sum (without duplication) of the aggregate of all amounts 
that appear on the asset side of such balance sheet and are attributable 
to assets which would be treated as intangibles under GAAP, including, 
without limitation, all such items as goodwill, trademarks, trade
names, brand names, copyrights, patents, patent applications, licenses, 
franchises, permits and rights with respect to the foregoing.

          "Consolidated Total Capitalization" shall mean, as of any particular 
time, the sum of Consolidated Funded Indebtedness plus Consolidated 
Stockholders' Equity.

          "Consolidated Total Indebtedness" shall mean, as of any particular 
time, the sum of Consolidated Funded Indebtedness and Consolidated Current 
Indebtedness of the Company and its Subsidiaries.

          "Current Indebtedness" shall mean, as of any particular time and 
after eliminating inter-company items, any Indebtedness of the Company or 
any of its Subsidiaries maturing on demand or within not more than twelve 
(12) months from the date of determination thereof, including without 
limitation Indebtedness incurred under a commercial paper program or other 
"short-term" borrowing facility, but excluding (i) any such Indebtedness 
which is renewable or extendible at the option of the Company or any of 
its Subsidiaries to a date more than twelve (12) months after the date of
determination of such Current Indebtedness, and (ii) any fixed sinking 
fund payments or other payments or prepayments required to be made within 
one (1) year from the date of determination thereof with respect to any 
Indebtedness that had an original maturity more than twelve (12) months 
from the date of original incurrence, all as determined in accordance 
with GAAP.

          "Delayed Delivery Fee" shall have the meaning specified in paragraph 
2I(2).

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "ERISA Affiliate" shall mean any corporation which is a member of 
the same controlled group of corporations as the Company within the meaning 
of section 414(b) of the Code, or any trade or business which is under 
common control with the Company within the meaning of section 414(c) of the 
Code.

          "Event of Default" shall mean any of the events specified in 
paragraph 7A, provided that there has been satisfied any requirement in 
connection with such event for the giving of notice, or the lapse of time, 
or the happening of any further condition, event or act, and "Default" 
shall mean any of such events, whether or not any such requirement has 
been satisfied.
 
          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Facility" shall have the meaning specified in paragraph 2A.

          "Facility Fee" shall have the meaning specified in paragraph 2I(1).

          "Fixed Charges" shall mean all amounts deducted in the computation 
of Consolidated Net Income on account of (i) Interest Charges on 
Consolidated Total Indebtedness, (ii) royalty expense of the Company and 
its Subsidiaries as determined in accordance with GAAP, and (iii) rentals 
of the Company and its Subsidiaries.

          "Funded Indebtedness" shall mean, as of any particular time and 
all as determined in accordance with GAAP, all Indebtedness of the Company 
or any Subsidiary which does not constitute (i) Current Indebtedness, (ii) 
deferred income taxes, (iii) inter-company items, (iv) deferred pension 
liabilities, or (v) such other amounts reflected as reserves on the 
Company's balance sheet, prepared in accordance with GAAP, as may be 
agreed upon in writing by the holders of the Notes.

          "GAAP" shall mean generally accepted accounting principles as set 
forth in the opinions of the Accounting Principles Board of the American 
Institute of Certified Public Accountants and statements of the Financial 
Accounting Standards Board or in such opinions and statements of such 
other entities as shall be approved by a significant segment of the 
accounting professions.

          "Guarantee" shall mean, with respect to any Person, any direct or 
indirect liability, contingent or otherwise, of such Person with respect 
to any indebtedness, lease, dividend or other obligation of another, 
including, without limitation, any such obligation directly or indirectly 
guaranteed, endorsed (otherwise than for collection or deposit in the 
ordinary course of business) or discounted or sold with recourse by such 
Person, or in respect of which such Person is otherwise directly or 
indirectly liable, including, without limitation, any such obligation in 
effect guaranteed by such Person through any agreement (contingent or 
otherwise) to purchase, repurchase or otherwise acquire such obligation or 
any security therefor, or to provide funds for the payment or discharge of
such obligation (whether in the form of loans, advances, stock purchases, 
capital contributions or otherwise), or to maintain the solvency or any 
balance sheet or other financial condition of the obligor of such 
obligation, or to make payment for any products, materials or supplies or 
for any transportation or service, regardless of the non-delivery or 
non-furnishing thereof, in any such case if the purpose or intent of such
agreement is to provide assurance that such obligation will be paid or 
discharged, or that any agreements relating thereto will be complied with, 
or that the holders of such obligation will be protected against loss in 
respect thereof.  The amount of any Guarantee shall be equal to the 
outstanding principal amount of the obligation guaranteed or such lesser 
amount to which the maximum exposure of the guarantor shall have been 
specifically limited. 

          "Hedge Treasury Note(s)" shall mean, with respect to any Accepted 
Note, the United States Treasury Note or Notes whose duration (as determined 
by Prudential) most closely matches the duration of such Accepted Note.

          "Hostile Tender Offer" shall mean, with respect to the use of 
proceeds of any Note, any offer to purchase, or any purchase of, shares of 
capital stock of any corporation or equity interests in any other entity, 
or securities convertible into or representing the beneficial ownership of, 
or rights to acquire, any such shares or equity interests, if such 
shares, equity interests, securities or rights are of a class which is 
publicly traded on any securities exchange or in any over-the-counter 
market, other than purchases of such shares, equity interests, securities 
or rights representing less than 5% of the equity interests or beneficial 
ownership of such corporation or other entity for portfolio investment
purposes, and such offer or purchase has not been duly approved by the 
board of directors of such corporation or the equivalent governing body 
of such other entity prior to the date on which the Company makes the 
Request for Purchase of such Note.

          "Indebtedness" shall mean as applied to any Person (without 
duplication):  any obligations and liabilities to any other Person which 
under GAAP is shown on the balance sheet as a liability, including without 
limitation all debts, Guarantees, claims and indebtedness (contingent, 
fixed or other), heretofore, now or from time to time hereafter owing, 
due or payable, however evidenced, created, incurred, acquired or owing 
and however arising, whether under written or oral agreement, by operation 
of law, or otherwise.  Indebtedness includes, without limiting the 
foregoing, (i) obligations and liabilities of any Person secured by a 
Lien upon property owned by such Person, even though such Person has 
not assumed or become liable for the payment therefor, (ii) Capital Lease 
Obligations, (iii) any obligation of such Person evidenced by bonds,
debentures, notes or other similar debt instruments, (iv) any obligation 
of such person on account of deposits or advances (other than as an account 
party on an undrawn letter of credit or other obligation incurred in the 
ordinary course of business with respect to issuance of insurance policies), 
(v) any obligation of such Person for the deferred purchase price of any 
property or services, (vi) Guarantees, endorsements of, and any other 
contingent obligations in respect of, the acquisition, purchase or 
servicing of the indebtedness, liabilities or obligations of any other 
person, whether or not for money borrowed and whether or not such 
Guarantee, endorsement or obligation is to supply funds to or to purchase 
goods or services from such other Person, and (vii) all indebtedness, 
liabilities or obligations (whether or not representing money borrowed) 
in effect guaranteed by an agreement, contingent or otherwise, to make 
a loan, advance or capital contribution to or other investment in 
any Person for the purpose of assuring or maintaining a minimum 
equity, asset base, working capital or other balance sheet condition 
for any date, or to provide funds for the payment of any liability, 
dividend or stock liquidation payment, or otherwise to supply funds to 
or in any manner invest in any Person for such purpose; provided 
that Indebtedness shall not include trade payables or
accrued expenses arising in the ordinary course of business.

          "Initial Closing"  shall have the meaning specified in paragraph 
2H(1).

          "Interest Charges" shall mean, with respect to any Indebtedness of 
the Company or any of its Subsidiaries for any period, all amounts which 
would, in accordance with GAAP, be deducted in computing Consolidated Net 
Income for such period on account of interest on such Indebtedness, 
including without limitation imputed interest in respect of Capital Lease 
Obligations and amortization of debt discount and expense.

          "Issuance Period" shall have the meaning specified in paragraph 2B.

          "Lien" shall mean any lien, charge, claim, mortgage, pledge, 
security interest, hypothecation, assignment for security, deposit 
arrangement, encumbrance, lien (statutory or other), or preference or 
priority or other security agreement or preferential arrangement of any 
kind or nature whatsoever (including, without limitation, any conditional 
sale or other title retention agreement, any Capital Lease, any agreement 
to give a security interest, and the filing of any financing statement 
(other than notice filings not perfecting a security interest) under the 
Uniform Commercial Code or comparable law of any jurisdiction in respect 
of any of the foregoing).

          "Multiemployer Plan" shall mean any Plan which is a "multiemployer 
plan" (as such term is defined in section 4001(a)(3) of ERISA).

          "Net Income" shall mean, with respect to any Person for any period, 
the net income (or the net deficit, if expenses and charges exceed revenues 
and other proper income credits) for such period determined in accordance 
with GAAP; provided that Net Income of the Company and any of its 
Subsidiaries shall not include:

          (i)  the Net Income of any Subsidiary prior to the date it became a
     Subsidiary; and

          (ii) any gain or loss that is deemed extraordinary in accordance 
     with GAAP.

          "Notes" shall have the meaning specified in paragraph 1.

          "Officer's Certificate" shall mean a certificate signed in the name 
     of the Company by an Authorized Officer of the Company.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
successor entity performing the same function.

          "Person" shall mean and include an individual, a partnership, a 
joint venture, a corporation, a trust, an unincorporated organization and a 
government or any department or agency thereof.

          "Plan" shall mean any "employee pension benefit plan" (as such term 
is defined in section 3 of ERISA) which is or has been established or 
maintained, or to which contributions are or have been made, by the Company 
or any ERISA Affiliate.

          "Prudential" shall mean The Prudential Insurance Company of America.

          "Prudential Affiliate" shall mean any corporation or other entity 
all of the Voting Stock (or equivalent voting securities or interests) of 
which is owned by Prudential either directly or through Prudential Affiliates.  

          "Purchasers" shall mean, with respect to any Accepted Notes the 
Persons, either Prudential or a Prudential Affiliate, who is purchasing such 
Accepted Notes.

          "Request for Purchase" shall have the meaning specified in paragraph 
2D.

          "Required Holder(s)" shall mean, with respect to the Notes of any 
Series, at any time, the holder or holders of at least 66 2/3% of the 
aggregate principal amount of the Notes of such Series outstanding at such 
time.

          "Rescheduled Closing Day" shall have the meaning specified in 
paragraph 2H.

          "Responsible Officer" shall mean the chief executive officer, 
chief operating officer, chief financial officer or chief accounting 
officer of the Company or any other officer of the Company involved 
principally in its financial administration or its controllership function.

          "Securities Act" shall mean the Securities Act of 1933, as amended.

          "Series" shall have the meaning specified in paragraph 1.

          "Series A Notes" shall have the meaning specified in paragraph 2H(1).

          "Short-Term Working Capital Indebtedness" shall mean Consolidated
Current Indebtedness for borrowed money incurred by the Company and any of 
its Subsidiaries for working capital purposes.

          "Significant Holder" shall mean (i) Prudential, so long as 
Prudential or any Prudential Affiliate shall hold (or be committed under 
this Agreement to purchase) any Note, or (ii) any other holder of at least 
5% of the aggregate principal amount of the Notes from time to time 
outstanding. 

          "Subsidiary" shall mean, with respect to any Person, (i) any 
corporation a number of shares of outstanding stock of which having voting 
power to elect a majority of the members of the Board of Directors (or 
other governing body) of such corporation (other than stock having 
such power only by reason of the happening of a contingency) shall at 
the time be owned, directly or indirectly, by a Person, one or more 
Subsidiaries of such Person, or by such Persons and one or more of its 
Subsidiaries, (ii) any other Person (other than a corporation), including 
without limitation a joint venture, in which such Person, one or more 
Subsidiaries thereof, or such Person and one or more Subsidiaries 
thereof, directly or indirectly, at the date of determination thereof, 
has at least majority ownership interest entitled to vote in the election 
of directors, managers or trustees thereof (or other Persons performing 
similar functions) or (iii) any other Person required to be consolidated 
with such Person for tax purposes.

          "Transferee" shall mean any direct or indirect transferee of all 
or any part of any Note purchased by any Purchaser under this Agreement.

          "Voting Stock" shall mean, with respect to any corporation, any 
shares of stock of such corporation whose holders are entitled under 
ordinary circumstances to vote for the election of directors of such 
corporation (irrespective of whether at the time stock of any other class 
or classes shall have or might have voting power by reason of the happening 
of any contingency).

          "Wholly-Owned Subsidiary" shall mean any Subsidiary of the Company 
all of the capital stock (other than directors' qualifying shares) of which 
is owned directly or indirectly by the Company.

          10C. Accounting Principles, Terms and Determinations.  All 
references in this Agreement to "GAAP" shall be deemed to refer to 
generally accepted accounting principles in effect in the United States at 
the time of application thereof.  Unless otherwise specified herein, all 
accounting terms used herein shall be interpreted, all determinations 
with respect to accounting matters hereunder shall be made, and all
unaudited financial statements and certificates and reports as to financial 
matters required to be furnished hereunder shall be prepared, in 
accordance with GAAP, applied on a basis consistent with the most recent 
audited consolidated financial statements of the Company and its 
Subsidiaries delivered pursuant to clause (ii) of paragraph 5A or, if
no such statements have been so delivered, the most recent audited 
financial statements referred to in clause (i) of paragraph 8B.

          11.  MISCELLANEOUS.

          11A. Note Payments.  The Company agrees that, so long as any 
Purchaser shall hold any Note, it will make payments of principal of, 
interest on, and any Yield-Maintenance Amount payable with respect to, 
such Note, which comply with the terms of this Agreement, by wire transfer 
of immediately available funds for credit (not later than 12:00 noon, 
New York City local time, on the date due) to the account or accounts
of such Purchaser, if any, as are specified in the Information Schedule, 
attached hereto, or, in the case of any Purchaser not named in the 
Information Schedule or any Purchaser wishing to change the account 
specified for it in the Information Schedule, such account or accounts 
in the United States as such Purchaser may from time to time designate in
writing, notwithstanding any contrary provision herein or in any Note 
with respect to the place of payment.  Each Purchaser agrees that, before 
disposing of any Note, it will make a notation thereon (or on a schedule 
attached thereto) of all principal payments previously made thereon and 
of the date to which interest thereon has been paid.  The Company agrees 
to afford the benefits of this paragraph 11A to any Transferee which
shall have made the same agreement as the Purchasers have made in this 
paragraph 11A.

          11B. Expenses.  The Company agrees, whether or not the transactions
contemplated hereby shall be consummated, to pay, and save Prudential, each 
Purchaser and any Transferee harmless against liability for the payment of, 
all out-of-pocket expenses arising in connection with such transactions, 
including (i) all document production and duplication charges and the fees 
and expenses of any special counsel engaged by the Purchasers or any 
Transferee in connection with this Agreement, the transactions contemplated 
hereby and any subsequent proposed modification of, or proposed consent 
under, this Agreement, whether or not such proposed modification shall 
be effected or proposed consent granted, provided that the Company shall 
only be required to pay the fees and expenses of one counsel for all 
holders of the Notes unless all of the holders of each Series of Notes 
determine that there is a conflict between the holders of different Series 
of Notes, in which event, the Company shall be required to pay for 
separate counsel for the holders of each Series of Notes; (ii) the costs and
expenses, including attorneys' fees and reasonable out-of-pocket expenses, 
incurred by any Purchaser or any Transferee in enforcing (or determining 
whether or how to enforce) any rights under this Agreement or the Notes or 
in responding to any subpoena or other legal process or informal 
investigative demand issued in connection with this Agreement or the 
transactions contemplated hereby or by reason of any Purchaser's or
any Transferee's having acquired any Note, including without limitation 
costs and expenses incurred in any bankruptcy case; and (iii) the reasonable 
out-of-pocket expenses incurred by any holder of the Notes in connection 
with any such modification.  The obligations of the Company under this 
paragraph 11B shall survive the transfer of any Note or portion thereof or 
interest therein by any Purchaser or any Transferee and the payment of any 
Note.  Payment by the Company of the $20,000 Facility Fee specified in
paragraph 2I (1)(i) shall satisfy the Company's obligation to pay all 
document production and duplication charges and the fees and expenses of 
any special counsel engaged by the Purchasers in connection with the 
preparation, execution and delivery of this Agreement and the issuance 
of the Series A Notes.

          11C. Consent to Amendments.  This Agreement may be amended, and
the Company may take any action herein prohibited, or omit to perform any act 
herein required to be performed by it, if the Company shall obtain the 
written consent to such amendment, action or omission to act, of the 
Required Holder(s) of the Notes of each Series except that, (i) with the 
written consent of the holders of all Notes of a particular Series, and 
if an Event of Default shall have occurred and be continuing, of the holders
of all Notes of all Series, at the time outstanding (and not without such 
written consents), the Notes of such Series may be amended or the 
provisions thereof waived to change the maturity thereof, to change or 
affect the principal thereof, or to change or affect the rate or time of 
payment of interest on or any Yield-Maintenance Amount payable with 
respect to the Notes of such Series, (ii) without the written consent of the
holder or holders of all Notes at the time outstanding, no amendment to or 
waiver of the provisions of this Agreement shall change or affect the 
provisions of paragraph 7A or this paragraph 11C insofar as such provisions 
relate to proportions of the principal amount of the Notes of any Series, 
or the rights of any individual holder of Notes, required with respect to 
any declaration of Notes to be due and payable or with respect to any 
consent, amendment, waiver or declaration, (iii) with the written consent of
Prudential only, the provisions of paragraph 2 may be amended or waived 
(except insofar as any such amendment or waiver would affect any rights or 
obligations with respect to the purchase and sale of Notes which shall have 
become Accepted Notes prior to such amendment or waiver), and (iv) with 
the written consent of all of the Purchasers which shall have become 
obligated to purchase Accepted Notes of any Series (and not without
the written consent of all such Purchasers), any of the provisions of 
paragraphs 2 and 3 may be amended or waived insofar as such amendment or 
waiver would affect only rights or obligations with respect to the purchase 
and sale of the Accepted Notes of such Series or the terms and provisions 
of such Accepted Notes.  Each holder of any Note at the time or 
thereafter outstanding shall be bound by any consent authorized by this
paragraph 11C, whether or not such Note shall have been marked to indicate 
such consent, but any Notes issued thereafter may bear a notation referring 
to any such consent.  No course of dealing between the Company and the holder 
of any Note nor any delay in exercising any rights hereunder or under any 
Note shall operate as a waiver of any rights of any holder of such Note.  
As used herein and in the Notes, the term "this Agreement" and references 
thereto shall mean this Agreement as it may from time to time be amended 
or supplemented.

          11D. Form, Registration, Transfer and Exchange of Notes; Lost 
Notes.  The Notes are issuable as registered notes without coupons in 
denominations of at least $250,000, except as may be necessary to reflect 
any principal amount not evenly divisible by $250,000.  The Company shall 
keep at its principal office a register in which the Company shall provide 
for the registration of Notes and of transfers of Notes.  Upon surrender 
for registration of transfer of any Note at the principal office of the 
Company, the Company shall, at its expense, execute and deliver one or 
more new Notes of like tenor and of a like aggregate principal amount, 
registered in the name of such transferee or transferees.  At the option 
of the holder of any Note, such Note may be exchanged for other Notes 
of like tenor and of any authorized denominations, of a like aggregate
principal amount, upon surrender of the Note to be exchanged at the 
principal office of the Company.  Whenever any Notes are so surrendered 
for exchange, the Company shall, at its expense, execute and deliver the 
Notes which the holder making the exchange is entitled to receive.  
Each installment of principal payable on each installment date upon 
each new Note issued upon any such transfer or exchange shall be in the same
proportion to the unpaid principal amount of such new Note as the installment of
principal payable on such date on the Note surrendered for registration of 
transfer or exchange bore to the unpaid principal amount of such Note.  
No reference need be made in any such new Note to any installment or 
installments of principal previously due and paid upon the Note 
surrendered for registration of transfer or exchange.  Every Note 
surrendered for registration of transfer or exchange shall be duly 
endorsed, or be accompanied by a written instrument of transfer duly 
executed, by the holder of such Note or such holder's attorney duly 
authorized in writing.  Any Note or Notes issued in exchange for any 
Note or upon transfer thereof shall carry the rights to unpaid interest
and interest to accrue which were carried by the Note so exchanged or 
transferred, so that neither gain nor loss of interest shall result from 
any such transfer or exchange.  Upon receipt of written notice from the 
holder of any Note of the loss, theft, destruction or mutilation of such 
Note and, in the case of any such loss, theft or destruction, upon receipt 
of such holder's unsecured indemnity agreement, or in the case of any such
mutilation upon surrender and cancellation of such Note, the Company will 
make and deliver a new Note, of like tenor, in lieu of the lost, stolen, 
destroyed or mutilated Note.

          11E. Persons Deemed Owners; Participations.  Prior to due 
presentment for registration of transfer, the Company may treat the Person 
in whose name any Note is registered as the owner and holder of such Note 
for the purpose of receiving payment of principal of and interest on, and 
any Yield-Maintenance Amount payable with respect to, such Note and for 
all other purposes whatsoever, whether or not such Note shall be overdue, 
and the Company shall not be affected by notice to the contrary.  Subject 
to the preceding sentence, the holder of any Note may from time to time 
grant participations in all or any part of such Note to any Person on such 
terms and conditions as may be determined by such holder in its sole and 
absolute discretion, provided that any such participation shall be in a 
principal amount of at least $100,000.

          11F. Survival of Representations and Warranties; Entire Agreement.  
All representations and warranties contained herein or made in writing by 
or on behalf of the Company in connection herewith shall survive the 
execution and delivery of this Agreement and the Notes, the transfer by 
any Purchaser of any Note or portion thereof or interest therein and the 
payment of any Note, and may be relied upon by any Transferee, regardless 
of any investigation made at any time by or on behalf of any Purchaser or 
any Transferee.  Subject to the preceding sentence, this Agreement, the
Notes and any Confirmation of Acceptance executed by the Company and the 
Purchasers of Accepted Notes embody the entire agreement and understanding 
between the parties hereto with respect to the subject matter hereof and 
supersede all prior agreements and understandings relating to such 
subject matter.

          11G. Successors and Assigns.  All covenants and other agreements 
in this Agreement contained by or on behalf of any of the parties hereto 
shall bind and inure to the benefit of the respective successors and 
assigns of the parties hereto (including, without limitation, any 
Transferee) whether so expressed or not.

          11H.  Disclosure to Other Persons; Confidentiality.  Except as 
provided in this paragraph 11H, each holder and each Person who purchases 
a participation in a Note or any part thereof agrees that it will use its 
best efforts to hold in confidence and not to disclose the Confidential 
Information.  The Company acknowledges that the holder of any Note may 
deliver copies of any financial statements and other documents delivered 
to such holder, and disclose any other information disclosed to such 
holder, by or on behalf of the Company or any Subsidiary in connection 
with or pursuant to this Agreement to (i) such holder's directors, 
officers, employees, agents and professional consultants, (ii) any 
other holder of any Note, (iii) any Person to which such holder offers 
to sell such Note or any part thereof, (iv) any Person to which such 
holder sells or offers to sell a participation in all or any part of 
such Note, (v) any federal or state regulatory authority having 
jurisdiction over such holder, (vi) the National Association of Insurance 
Commissioners or any similar organization or (vii) any other Person to which
such delivery or disclosure may be necessary or appropriate (a) in 
compliance with any law, rule, regulation or order applicable to such 
holder, (b) in response to any subpoena or other legal process or 
informal investigative demand, (c) in connection with any litigation to 
which such holder is a party or (d) in order to protect such holder's
investment in such Note; provided that prior to disclosing Confidential 
Information to any offeree referred to in clause (iii) and (iv) above, 
such holder will use its best efforts to have such offeree deliver to 
the Company a confidentiality agreement substantially in the form of 
Exhibit F hereto.

          11I. Notices.  All written communications provided for hereunder 
(other than communications provided for under paragraph 2) shall be sent 
by first class mail or nationwide overnight delivery service (with 
charges prepaid) and (i) if to any Person listed in the Information 
Schedule attached hereto, addressed to it at the address specified 
for such communications in such Information Schedule, or at such other
address as it shall have specified in writing to the Person sending such 
communication, and (ii) if to any Purchaser or holder of any Note which is 
not a Person listed in such Information Schedule, addressed to it at such 
address as it shall have specified in writing to the Person sending such 
communication or, if any such holder shall not have so specified an 
address, then addressed to such holder in care of the last holder of such
Note which shall have so specified an address to the Person sending such
communication, provided, however, that any such communication to the 
Company may also, at the option of the Person sending such communication, 
be delivered by any other means either to the Company at its address 
specified in the Information Schedule or to any Authorized Officer of 
the Company.  Any communication pursuant to paragraph 2 shall be made 
by the method specified for such communication in paragraph 2, and shall
be effective to create any rights or obligations under this Agreement only 
if, in the case of a telephone communication, an Authorized Officer of 
the party conveying the information and of the party receiving the 
information are parties to the telephone call, and in the case of a 
telecopier communication, the communication is signed by an Authorized 
Officer of the party conveying the information, addressed to the attention of
an Authorized Officer of the party receiving the information, and in fact 
received at the telecopier terminal the number of which is listed for the 
party receiving the communication in the Information Schedule or at such 
other telecopier terminal as the party receiving the information shall 
have specified in writing to the party sending such information.

          11J. Payments Due on Non-Business Days.  Anything in this Agreement
or the Notes to the contrary notwithstanding, any payment of principal of or 
interest on, or Yield-Maintenance Amount payable with respect to, any Note 
that is due on a date other than a Business day shall be made on the next 
succeeding Business Day.  If the date for any payment is extended to the 
next succeeding Business Day by reason of the preceding sentence, the 
period of such extension shall be included in the computation of the 
interest payable on such Business Day.

          11K. Satisfaction Requirement.  If any agreement, certificate or 
other writing, or any action taken or to be taken, is by the terms of this 
Agreement required to be satisfactory to any Purchaser, to any holder of 
Notes or to the Required Holder(s), the determination of such satisfaction 
shall be made by such Purchaser, such holder or the Required Holder(s), 
as the case may be, in the sole and exclusive judgment (exercised in 
good faith) of the Person or Persons making such determination.

          11L. Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES
SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.

          11M. Severability.  Any provision of this Agreement which is 
prohibited or unenforceable in any jurisdiction shall, as to such 
jurisdiction, be ineffective to the extent of such prohibition or 
unenforceability without invalidating the remaining provisions hereof, 
and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other 
jurisdiction.

          11N. Descriptive Headings.  The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience only and do not 
constitute a part of this Agreement.

          11O. Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together 
shall constitute one instrument.

          11P. Binding Agreement.  When this Agreement is executed and
delivered by the Company and Prudential, it shall become a binding agreement 
between the Company and Prudential.  This Agreement shall also inure to the 
benefit of each Purchaser which shall have executed and delivered a 
Confirmation of Acceptance, and each such Purchaser shall be bound by this 
Agreement to the extent provided in such Confirmation of Acceptance.  

<PAGE>
          If you are in agreement with the foregoing, please sign the form 
of acceptance on the enclosed counterpart of this letter and return the 
same to the Company, whereupon this letter shall become a binding agreement 
between the Company and you.


                              Very truly yours,

                              SEALRIGHT CO., INC.


                              By /s/ John T. Carper            
                                   Title: Vice President


The foregoing Agreement is
hereby accepted as of the
date first above written.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


By  /s/ Steven Arnold                        
     Vice  President
<PAGE>
                           INFORMATION SCHEDULE

Prudential/Purchaser(s)

The Prudential Insurance Company
of America

Series A Notes.

(1)  All payments on account of the
Series A Notes held by such purchaser
shall be made by wire transfer of
immediately available funds for credit to:

Account No. 050-54-526
Morgan Guaranty Trust Company of
New York
23 Wall Street
New York, New York 10015
(ABA No.: 021-000-238)

Each such wire transfer shall set forth 
the name of the Company, a reference
to "9.07% Senior Notes, Series A, due
October 17, 2010, Security No.
!INV5220!", and 
the due date and application (as among
principal, interest and Yield-
Maintenance Amount) of the payment
being made.

(2)  Address for all notices relating 
to payments:

The Prudential Insurance Company of
America
c/o Prudential Capital Group
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102-4069

Investment Operations Group
(Attention:  Manager)








(3)  Address for all other
communications 
and notices:

The Prudential Insurance Company of
America
c/o Prudential Capital Group
1201 Elm Street - Suite 4900
Dallas, Texas   75270

Attention:  Managing Director

(4)  Recipient of telephonic or facsimile
prepayment notices:

Manager, Investment Structure and
Pricing
(201) 802-6660
(201) 624-6432 (facsimile)

(5)  Tax Identification No.: 22-1211670

(6)  Authorized Officers:
     R. A. Walker
     Robert G. Gwin
     Randall M. Kob
     Paul L. Meiring
     Steven D. Arnold<PAGE>
Prudential/Purchaser(s)

Other Series as completed and delivered
with Confirmation of Acceptance.

The Prudential Insurance Company
of America

(1)  All payments on account of Notes
held by such purchaser shall be made by
wire transfer of immediately available
funds for credit to:

Account No. 050-54-526
Morgan Guaranty Trust Company of
New York
23 Wall Street
New York, New York 10015
(ABA No.: 021-000-238)

Each such wire transfer shall set forth 
the name of the Company, a reference
to "_____% Senior Notes, Series ____,
due __________, Security No.
!INV____!", and 
the due date and application (as among
principal, interest and Yield-
Maintenance Amount) of the payment
being made.

(2)  Address for all notices relating 
to payments:

The Prudential Insurance Company of
America
c/o Prudential Capital Group
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102-4069

Investment Operations Group
(Attention:  Manager)









(3)  Address for all other
communications 
and notices:

The Prudential Insurance Company of
America
c/o Prudential Capital Group
1201 Elm Street - Suite 4900
Dallas, Texas   75270

Attention:  Managing Director

(4)  Recipient of telephonic or facsimile
prepayment notices:

Manager, Investment Structure and
Pricing
(201) 802-6660
(201) 624-6432 (facsimile)

(5)  Tax Identification No.: 22-1211670

(6)  Authorized Officers:
     R. A. Walker
     Robert G. Gwin
     Randall M. Kob
     Paul L. Meiring
     Steven D. Arnold<PAGE>
The Company

Sealright Co., Inc.

(1)  Address for Notices:

Sealright Co., Inc.
7101 College Boulevard
Overland Park, Kansas  66210

Attention: Vice President - Finance

(2)  Receipt of telephonic or facsimile
notices:


(913) 344-9000
(913) 344-9046 (facsimile)

(3)  Authorized Officers:<PAGE>
           Charles F. Marcy
           John T. Carper                                  SCHEDULE 6G
                                                                         
                                                                         
                             EXISTING LIENS
                                                           SCHEDULE 6H
                                                                         
                                                                         
                          EXISTING INDEBTEDNESS
                                                           SCHEDULE 8A
                                                                         
                                                                         
                          LIST OF SUBSIDIARIES
                                    
                                                           SCHEDULE 8G
                                                                         
                                                                         
                   LIST OF AGREEMENTS RESTRICTING DEBT

<PAGE>
                                                              EXHIBIT A-1

                              [FORM OF NOTE]


                            SEALRIGHT CO., INC.


                 % SENIOR NOTE, SERIES        , DUE              


No. R-    
ORIGINAL PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE:
INTEREST RATE:
INTEREST PAYMENT DATES: 
FINAL MATURITY DATE:
PRINCIPAL PREPAYMENT DATES AND AMOUNTS:
DESIGNATED SPREAD:  [0.00%]

   FOR VALUE RECEIVED, the undersigned, SEALRIGHT CO., INC. (herein
called the "Company"), a corporation organized and existing under the laws of 
the State of Delaware, hereby promises to pay to                     , or 
registered assigns, the principal sum of                                   
DOLLARS [on the Final Maturity Date
specified above] [, payable in installments on the Principal Prepayment 
Dates and in the amounts specified above, and on the Final Maturity Date 
specified above in an amount equal to the unpaid balance of the principal 
hereof,] with interest (computed on the basis of a 360-day year--30-day 
month) (a) on the unpaid balance thereof from the date hereof
at the Interest Rate per annum specified above, payable on each Interest 
Payment Date specified above and on the Final Maturity Date specified 
above, commencing with the Interest Payment Date next succeeding the date 
hereof, until the principal hereof shall have become due and payable, and 
(b) on any overdue payment (including any overdue prepayment) of principal, 
any overdue payment of interest, and any overdue payment of any Yield-
Maintenance Amount (as defined in the Master Shelf Agreement referred to
below), payable on each Interest Payment Date as aforesaid (or, at the 
option of the registered holder hereof, on demand), at a rate per annum 
from time to time equal to the greater of (i) ____% or (ii) 2% over the 
rate of interest publicly announced by Morgan Guaranty Trust Company of 
New York from time to time in New York City as its Prime Rate.

   Payments of principal of, interest on and any Yield-Maintenance Amount
payable with respect to this Note are to be made at the main office of Morgan 
Guaranty Trust Company of New York in New York City or at such other place 
as the holder hereof shall designate to the Company in writing, in lawful 
money of the United States of America.  

   This Note is one of a series of Senior Notes (herein called the "Notes") 
issued pursuant to a Master Shelf Agreement, dated as of October 17, 1995 
(herein called the "Agreement"), between the Company and The Prudential 
Insurance Company of America and is entitled to the benefits thereof.  
As provided in the Agreement, this Note is subject to prepayment, in 
whole or from time to time in part on the terms specified in the Agreement.

   This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or 
accompanied by a written instrument of transfer duly executed, by the 
registered holder hereof or such holder's attorney duly authorized in 
writing, a new Note for a like principal amount will be issued to, and 
registered in the name of, the transferee.  Prior to due presentment for
registration of transfer, the Company may treat the person in whose name 
this Note is registered as the owner hereof for the purpose of receiving 
payment and for all other purposes, and the Company shall not be affected 
by any notice to the contrary.

   The Company agrees to make scheduled prepayments of principal on the dates
and in the amounts specified herein.  This Note is also subject to optional 
prepayment, in whole or from time to time in part, on the terms specified 
in the Agreement.

   In case an Event of Default, as defined in the Agreement, shall occur and 
be continuing, the principal of this Note may be declared or otherwise 
become due and payable in the manner and with the effect provided in the 
Agreement.

   The Agreement contains certain confidentiality provisions binding on the 
holder of this Note.

   This Note is intended to be performed in the State of New York and shall 
be construed and enforced in accordance with the law of such State.

                                 SEALRIGHT CO., INC.


                                 By  Vice President

<PAGE>
EXHIBIT A-2
                         
                          [FORM OF SERIES A NOTE]


                            SEALRIGHT CO., INC.


             7.09% SENIOR NOTE, SERIES A, DUE OCTOBER 17, 2010


No. R-    
ORIGINAL PRINCIPAL AMOUNT:
ORIGINAL ISSUE DATE:  
INTEREST RATE:  7.09%
INTEREST PAYMENT DATES:  January 17, April 17, July 17 and October 17 of each
year
FINAL MATURITY DATE:  October 17, 2010
PRINCIPAL PREPAYMENT DATES AND AMOUNTS:
DESIGNATED SPREAD:  0.00%

   FOR VALUE RECEIVED, the undersigned, SEALRIGHT CO., INC. (herein
called the "Company"), a corporation organized and existing under the laws of 
the State of Delaware, hereby promises to pay to                     , or 
registered assigns, the principal sum of                                   
DOLLARS payable in installments on the Principal Prepayment Dates and in 
the amounts specified above, and on the Final Maturity Date specified 
above in an amount equal to the unpaid balance of the principal hereof, 
with interest (computed on the basis of a 360-day year--30-day month) (a) 
on the unpaid balance thereof from the date hereof at the Interest Rate 
per annum specified above, payable on each Interest Payment Date specified 
above and on the Final Maturity Date specified above, commencing with the 
Interest Payment Date next succeeding the date hereof, until the principal 
hereof shall have become due and payable, and (b) on any overdue payment 
(including any overdue prepayment) of principal, any overdue payment
of interest, and any overdue payment of any Yield-Maintenance Amount 
(as defined in the Master Shelf Agreement referred to below), payable 
on each Interest Payment Date as aforesaid (or, at the option of the 
registered holder hereof, on demand), at a rate per annum from time to 
time equal to the greater of (i) 9.09% or (ii) 2% over the rate of 
interest publicly announced by Morgan Guaranty Trust Company of New York 
from time to time in New York City as its Prime Rate.

   Payments of principal of, interest on and any Yield-Maintenance Amount
payable with respect to this Note are to be made at the main office of Morgan 
Guaranty Trust Company of New York in New York City or at such other place 
as the holder hereof shall designate to the Company in writing, in lawful 
money of the United States of America.  

   This Note is one of a series of Senior Notes (herein called the "Notes") 
issued pursuant to a Master Shelf Agreement, dated as of October 17, 1995 
(herein called the "Agreement"), between the Company and The Prudential 
Insurance Company of America and is entitled to the benefits thereof.  As 
provided in the Agreement, this Note is subject to prepayment, in whole 
or from time to time in part on the terms specified in the Agreement.

   This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or 
accompanied by a written instrument of transfer duly executed, by the 
registered holder hereof or such holder's attorney duly authorized in 
writing, a new Note for a like principal amount will be issued to, and 
registered in the name of, the transferee.  Prior to due presentment for
registration of transfer, the Company may treat the person in whose name 
this Note is registered as the owner hereof for the purpose of receiving 
payment and for all other purposes, and the Company shall not be affected 
by any notice to the contrary.

   The Company agrees to make scheduled prepayments of principal on the dates
and in the amounts specified herein.  This Note is also subject to optional 
prepayment, in whole or from time to time in part, on the terms specified 
in the Agreement.

   In case an Event of Default, as defined in the Agreement, shall occur and 
be continuing, the principal of this Note may be declared or otherwise 
become due and payable in the manner and with the effect provided in the 
Agreement.

   The Agreement contains certain confidentiality provisions binding on the 
holder of this Note.

   This Note is intended to be performed in the State of New York and shall 
be construed and enforced in accordance with the law of such State.

                                 SEALRIGHT CO., INC.


                                 By Vice President

                                                                 EXHIBIT B
                         

                      [FORM OF REQUEST FOR PURCHASE]

                            SEALRIGHT CO., INC.


        Reference is made to the Master Shelf Agreement (the "Agreement"),
dated as of October 17, 1995, between Sealright Co., Inc. (the "Company") and 
The Prudential Insurance Company of America.  All terms used herein that 
are defined in the Agreement have the respective meanings specified in the 
Agreement.

        Pursuant to Paragraph 2D of the Agreement, the Company hereby makes
the following Request for Purchase:


   1.   Aggregate principal amount of
        the Notes covered hereby
        (the "Notes")  ...................  $          

   2.   Individual specifications of the Notes:

                             Principal
               Final         Installment      Interest
Principal      Maturity      Dates and        Payment
Amount         Date          Amounts          Period



 3.   Use of proceeds of the Notes:

 4.   Proposed day for the closing of the purchase and sale of the
            Notes:<PAGE>
 5.   The purchase price of the Notes is to be transferred to:

                                         Name and
      Name and Address         Number of           Telephone No.
          of Bank                   Account             of Bank Officer





 6.   The Company certifies (a) that the representations  and warranties
      contained in paragraph 8 of the Agreement are true on and as of the date
      of this Request for Purchase except to the extent of changes caused by 
      the transactions contemplated in the Agreement [and except to the 
      extent set forth herein] [See paragraph 8B] and (b) that there exists 
      on the date of this Request for Purchase no Event of Default or Default.

 7.   Designated Spread:  __________________


Dated:          


                               SEALRIGHT CO., INC.


                               By                              
                                    Authorized Officer

<PAGE>
EXHIBIT C
                    

                   [FORM OF CONFIRMATION OF ACCEPTANCE]

                            SEALRIGHT CO., INC.


      Reference is made to the Master Shelf Agreement (the "Agreement"), dated
as of October 17, 1995, between Sealright Co., Inc. (the "Company") and The 
Prudential Insurance Company of America.  All terms used herein that are 
defined in the Agreement have the respective meanings specified in the 
Agreement.

      Each of the undersigned institutions which is named below as a Purchaser
of any Accepted Notes hereby confirms the representations as to such Accepted 
Notes set forth in paragraph 9 of the Agreement, and agrees to be bound by the 
provisions of paragraphs 2F and 2H of the Agreement relating to the 
purchase and sale of such Accepted Notes.

      Pursuant to paragraph 2F of the Agreement, an Acceptance with respect to
the following Accepted Notes is hereby confirmed:

 I.   Aggregate principal amount $            


      (A) (a) Name of Purchaser:
          (b) Principal amount:
          (c) Final maturity date:
          (d) Principal installment dates and amounts:
          (e) Interest rate:
          (f) Interest payment period:
 
      (B) (a) Name of Purchaser:
          (b) Principal amount:
          (c) Final maturity date:
          (d) Principal installment dates and amounts:
          (e) Interest rate:
          (f) Interest payment period:
          
     [(C),(D) ....: same information as to any other Purchaser

<PAGE>
II.   Closing Day:

III.  Facility Fee:

IV.   Designated Spread:



Dated:     

                               SEALRIGHT CO., INC.


                               By                  
                               Title:



                               THE PRUDENTIAL INSURANCE
                                 COMPANY OF AMERICA


                               By                                          
                                       Vice President



                               [Signature block for each named
                               Purchaser other than Prudential]

<PAGE>
EXHIBIT D


                  [FORM OF OPINION OF COMPANY'S COUNSEL]


                        [Letterhead of Bryan Cave]


                                              [Date of Closing]


[Name(s) and address(es) of
purchaser(s)]



Dear Sirs:

      We have acted as counsel for Sealright Co., Inc. (the "Company") in
connection with the Master Shelf Agreement, dated as of October 17 1995, 
between the Company and The Prudential Insurance Company of America (the 
"Agreement"), pursuant to which the Company has issued to you today Senior 
Notes of the Company in the aggregate principal amount of $           
(the "Notes").  All terms used herein that are defined in the Agreement 
have the respective meanings specified in the Agreement.  This letter is 
being delivered to you in satisfaction of the condition set forth in 
paragraph 3A(v) of the Agreement and with the understanding that you are 
purchasing the Notes in reliance on the opinions expressed herein.  
[Please note a counterpart opinion is being delivered to you herewith 
interpreting the laws of the State of Kansas.]

      In this connection, we have examined such certificates of public 
officials, certificates of officers of the Company and copies certified 
to our satisfaction of corporate documents and records of the Company 
and of other papers, and have made such other investigations, as we 
have deemed relevant and necessary as a basis for our opinion hereinafter 
set forth.  We have relied upon such certificates of public officials and 
of officers of the Company with respect to the accuracy of material 
factual matters contained therein which were not independently established.  
With respect to the opinion expressed in paragraph 4 below, we have also 
relied upon the representation made by [each of] you, and by each other 
Purchaser, in paragraph 9A of the Agreement.  

      Based on the foregoing, it is our opinion that:

      1.   The Company is a corporation duly organized and validly existing 
in good standing under the laws of the State of Delaware;  each Subsidiary 
is a corporation duly organized and validly existing in good standing 
under the laws of its jurisdiction of incorporation.  

      2.   The Company and its Subsidiaries have the corporate power to carry
on their respective businesses as now being conducted and each is duly 
qualified as a foreign corporation and in good standing in each jurisdiction
where the [nature of the business transacted or properties owned by it 
makes such qualification necessary][failure to be so qualified would have 
a material adverse effect on the Company or its Subsidiaries taken as 
a whole].

      3.   The Agreement and the Notes have been duly authorized by all
requisite corporate action and duly executed and delivered by authorized 
officers of the Company, and are valid obligations of the Company, 
legally binding upon and enforceable against the Company in accordance 
with their respective terms, except as such enforceability may be 
limited by (a) bankruptcy, insolvency, reorganization or other similar 
laws affecting the enforcement of creditors' rights generally and (b) 
general principles of equity (regardless of whether such enforceability 
is considered in a proceeding in equity or at law), and the Notes are 
entitled to the benefits of the Agreement.

      4.   It is not necessary in connection with the offering, issuance, 
sale and delivery of the Notes under the circumstances contemplated by 
the Agreement to register the Notes under the Securities Act or to qualify 
an indenture in respect of the Notes under the Trust Indenture Act of 1939, 
as amended.

      5.   The extension, arranging and obtaining of the credit represented 
by the Notes do not result in any violation of Regulation G or X of the 
Board of Governors of the Federal Reserve System.

      6.   The execution and delivery of the Agreement and the Notes, the
offering, issuance and sale of the Notes and fulfillment of and compliance 
with the respective provisions of the Agreement and the Notes do not 
conflict with, or result in a breach of the terms, conditions or provisions 
of, or constitute a default under, or result in any violation of, or result 
in the creation of any Lien upon any of the properties or assets of 
the Company or any of its Subsidiaries pursuant to, or require any 
authorization, consent, approval, exemption, or other action by or 
notice to or filing with any court, administrative or governmental body or 
other Person (other than routine filings after the date hereof with the 
Securities and Exchange Commission and/or state Blue Sky authorities) 
pursuant to, the charter or by-laws of the Company or any of its 
Subsidiaries, any applicable law (including any securities or Blue Sky 
law), statute, rule or regulation or (insofar as is known to us after 
having made due inquiry with respect thereto) any agreement (including, 
without limitation, any agreement listed in Schedule 8G to the Agreement), 
instrument, order, judgment or decree to which the Company or any of its
Subsidiaries is a party or otherwise subject.

      7.   A New York court properly applying the conflicts of laws 
principles of the State of New York would give effect to the choice of 
law provisions of the Note Agreement and the Notes and would not apply 
the substantive law of the State of Kansas to the Note Agreement or 
the Notes.

      This opinion is not rendered with respect to any laws other than the 
laws of the State of New York, the State of Kansas, the Federal law of 
the United States and the General Corporation Law of the State of Delaware.

      A copy of this letter may be delivered by you or any Transferee to any
Person to which you or such Transferee sells or offers to sell any Note or a 
participation in any Note, and such Person may rely upon this letter as if 
it were addressed and had been delivered to such Person on the date hereof.  
Subject to the foregoing, this letter may be relied upon by you only in 
connection with the transactions contemplated by the Agreement and may 
not be used or relied upon by you or any other Person for any other
purpose whatsoever, without our prior written consent.

                               Very truly yours,



<PAGE>
                                                                  EXHIBIT E
                     [FORM OF CONFIDENTIALITY LETTER]

                          __________________________, 19___


Sealright Co., Inc.
7101 College Boulevard
Suite 1400
Overland Park, Kansas  66210

Dear Sirs:

      In connection with our possible interest in purchasing ______% Senior
Notes due _____________________ of Sealright Co., Inc. (the "Company") from 
[name of Seller of Notes] (the "Seller") the Seller or the Company may 
furnish us with certain information that is non-public, confidential or 
proprietary in nature.

      As used herein, "Confidential Information" means information about the
Company furnished by the Seller or the Company to us, but does not include 
information (i) which was publicly known, or otherwise known to us, at 
the time of disclosure, (ii) which subsequently becomes publicly known 
through no act or omission by us, or (iii) which otherwise becomes known 
to us, other than through disclosure by the Seller or the Company.

      We agree that we will use our best efforts to hold in confidence and 
not to disclose the Confidential Information, except (a) as may be required 
by law, and (b) to our and our subsidiaries' officers, directors, 
employees, agents and professional consultants in connection with the 
purchase of such Notes or a participation therein; provided that we will 
be free, after notice to the Company, to correct any false or misleading 
information which may become public concerning our relationship to the
Company or our purchase of the Notes or a participation therein.

      Upon termination of our consideration of such purchase, we will if
requested by the Seller or the Company, return to the Seller or the Company 
all documents furnished by the Seller or the Company to us containing 
Confidential Information which have not theretofore been destroyed or 
returned to the Seller or the Company.

                               Very truly yours,

                               [NAME OF PURCHASER]

                               By:____________________________