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                                                                  EXHIBIT 10.24

                                   ISDA(R)
                International Swap Dealers Association, Inc.

                              MASTER AGREEMENT
                              OCTOBER 23, 1996
                   dated as of ...........................

                                                   WAKEFIELD ENGINEERING, INC.; 
                                                   LOCKHART INDUSTRIES, INC.;
                                                   AND SPECIALTY EXTRUSION
         FLEET NATIONAL BANK                       CORP.
 ......................................and.......................................

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.       INTERPRETATION

(a)      Definitions. The terms defined in Section 14 and in the Schedule will
have the meanings therein specified for the purpose of this Master Agreement

(b)      Inconsistency. In the event of any inconsistency between the
provisions of the Schedule and the other provisions of this Master Agreement,
the Schedule will prevail. In the event of any inconsistency between the
provisions of any Confirmation and this Master Agreement (including the
Schedule), such Confirmation will prevail for the purpose of the relevant
Transaction.

(c)      Single Agreement.  All Transactions are entered into in reliance on
the fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this Agreement), and
the parties would not otherwise enter into any Transactions.

2.       OBLIGATIONS

(a)      General Conditions.

         (i)     Each party will make each payment or delivery specified in
         each Confirmation to be made by it, subject to the other provisions of
         this Agreement

         (ii)    Payments under this Agreement will be made on the due date for
         value on that date in the place of the account specified in the
         relevant Confirmation or otherwise pursuant to this Agreement, in
         freely transferable funds and in the manner customary for payments in
         the required currency.  Where settlement is by delivery (that is,
         other than by payment), such delivery will be made for receipt on the
         due date in the manner customary for the relevant obligation unless
         otherwise specified in the relevant Confirmation or elsewhere in this
         Agreement.
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         (iii)   Each obligation of each party under Section 2(a)(i) is subject
         to (1) the condition precedent that no Event of Default or Potential
         Event of Default with respect to the other party has occurred and is
         continuing, (2) the condition precedent that no Early Termination Date
         in respect of the relevant Transaction has occurred or been
         effectively designated and (3) each other applicable condition
         precedent specified in this Agreement.

(b)      Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)      Netting. If on any date amounts would otherwise be payable:--

         (i)     in the same currency; and

         (ii)    in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the
other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction.  The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties make
and receive payments or deliveries.

(d)      Deduction or Withholding for Tax.

         (I)     Gross-Up. All payments under this Agreement will be made
                 without any deduction or withholding for or on account of any
                 Tax unless such deduction or withholding is required by any
                 applicable law, as modified by the practice of any relevant
                 governmental revenue authority, then in effect.  If a party is
                 so required to deduct or withhold, then that party ("X")
                 will:--

                 (1)       promptly notify the other party ("Y") of such
                 requirement;

                 (2)      pay to the relevant authorities the full amount
                 required to be deducted  
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                 or withheld (including the full amount required to 
                 be deducted or withheld from any additional amount paid by X
                 to Y under this Section 2(d)) promptly upon the earlier of 
                 determining that such deduction or withholding is required or
                 receiving notice that such amount has been assessed against Y;

                 (3)      promptly forward to Y an official receipt (or a
                 certified copy), or other documentation reasonably acceptable
                 to Y, evidencing such payment to such authorities; and

                 (4)      if such Tax is an Indemnifiable Tax, pay to Y, in
                 addition to the payment to which Y is otherwise entitled under
                 this Agreement, such additional amount as is necessary to
                 ensure that the net amount actually received by Y (free and
                 clear of Indemnifiable Taxes, whether assessed against X or Y)
                 will equal the full amount Y would have received had no such
                 deduction or withholding been required.  However, X will not
                 be required to pay any additional amount to Y to the extent
                 that it would not be required to be paid but for:--

                          (A)     the failure by Y to comply with or perform
                          any agreement contained in Section 4(a)(i), 4(a)(iii)
                          or 4(d); or

                          (B)     the failure of a representation made by Y
                          pursuant to Section 3(f) to be accurate and true
                          unless such failure would not have occurred but for
                          (I) any action taken by a taxing authority, or
                          brought in a court of competent jurisdiction, on or
                          after the date on which a Transaction is entered into
                          (regardless of whether such action is taken or
                          brought with respect to a party to this Agreement) or
                          (II) a Change in Tax Law.

         (ii)    Liability.  If:--

                 (1)      X is required by any applicable law, as modified by
                 the practice of any relevant governmental revenue authority,
                 to make any deduction or withholding in respect of which X
                 would not be required to pay an additional amount to Y under
                 Section 2(d)(i)(4);

                 (2)      X does not so deduct or withhold; and

                 (3)      a liability resulting from such Tax is assessed
                 directly against X,

                 then, except to the extent Y has satisfied or then satisfies
                 the liability resulting from such Tax, Y will promptly pay to
                 X the amount of such liability (including any related
                 liability for interest, but including any related liability
                 for penalties only if Y has failed to comply with or perform
                 any agreement contained in Section 4(a)(i), 4(a)(iii) or
                 4(d)).
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(e)      Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment obligation
will, to the extent permitted by law and subject to Section 6(c),be required to
pay interest (before as well as after judgment) on the overdue amount to the
other party on demand in the same currency as such overdue amount, for the
period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate.  Such interest will
be calculated on the basis of daily compounding and the actual number of days
elapsed. If, prior to the occurrence or effective designation of an Early
Termination Date in respect of the relevant Transaction, a party defaults in
the performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the
relevant Confirmation or elsewhere in this Agreement.

3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:--

(a)      Basic Representations.

         (i)     Status. It is duly organized and validly existing under the
         laws of the jurisdiction of its organization or incorporation and, if
         relevant under such laws, in good standing;

         (ii)    Powers. It has the power to execute this Agreement and any
         other documentation relating to this Agreement to which it is a party,
         to deliver this Agreement and any other documentation relating to this
         Agreement that it is required by this Agreement to deliver and to
         perform its obligations under this Agreement and any obligations it
         has under any Credit Support Document to which it is a party and has
         taken all necessary action to authorize such execution, delivery and
         performance;

         (iii)   No Violation or Conflict.  Such execution, delivery and
         performance do not violate or conflict with any law applicable to it,
         any provision of its constitutional documents, any order or judgment
         of any court or other agency of government applicable to it or any of
         its assets or any contractual restriction binding on or affecting it
         or any of its assets;

         (iv)    Consents. All governmental and other consents that are required
         to have been obtained by it with respect to this Agreement or any
         Credit Support Document to which it is a party have been obtained and
         are in full force and
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         effect and all conditions offend such consents have been complied 
         with; and

         (v)     Obligations Binding.  Its obligations under this Agreement and
         any Credit Support Document to which it is a party constitute its
         legal, valid and binding obligations, enforceable in accordance with
         their respective terms (subject to applicable bankruptcy,
         reorganization, insolvency, moratorium or similar laws affecting
         creditors' rights generally and subject, as to enforceability, to
         equitable principles of general application (regardless of whether
         enforcement is sought in a proceeding in equity or at law)).

(b)     Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)      Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)      Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)      Payer Tax Representation.  Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(e) is accurate
and true.

(f)      Payee Tax Representations. Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)      Furnish Specified Information. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--
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         (i)     any forms, documents or certificates relating to taxation
         specified in the Schedule or any Confirmation;

         (ii)    any other documents specified in the Schedule or any 
         Confirmation; and

         (iii)   upon reasonable demand by such other party, any form or
         document that may be required or reasonably requested in writing in
         order to allow such other party or its Credit Support Provider to make
         a payment under this Agreement or any applicable Credit Support
         Document without any deduction or withholding for or on account of any
         Tax or with such deduction or withholding at a reduced rate (so long
         as the completion, execution or submission of such form or document
         would not materially prejudice the legal or commercial position of the
         party in receipt of such demand), with any such form or document to be
         accurate and completed in a manner reasonably satisfactory to such
         other party and to be executed and to be delivered with any reasonably
         required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)      Maintain Authorizations.  It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party and will use all
reasonable efforts to obtain any that may become necessary in the future.

(c )    Comply with Laws.  It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)      Tax Agreement. It will give notice of any failure of a representation
made by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)      Payment of Stamp Tax.  Subject to Section II, it will pay any Stamp
Tax levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organized,
managed and controlled, or considered to have its seat, or in which a branch or
office through which it is acting for the purpose of this Agreement is located
("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp
Tax levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a)      Events of Default. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such
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party of any of the following events constitutes an event of default (an "Event
of Default") with respect to such party:--

         (i)     Failure to Pay or Deliver. Failure by the party to make, when
         due, any payment under this Agreement or delivery under Section
         2(a)(i) or 2(e) required to be made by it if such failure is not
         remedied on or before the third Local Business Day after notice of
         such failure is given to the party;

         (ii)    Breach of Agreement. Failure by the party to comply with or
         perform any agreement or obligation (other than an obligation to make
         any payment under this Agreement or delivery under Section 2(a)(i) or
         2(e) or to give notice of a Termination Event or any agreement or
         obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied
         with or performed by the party in accordance with this Agreement if
         such failure is not remedied on or before the thirtieth day after
         notice of such failure is given to the party;

         (iii)   Credit Support Default.

                 (1)      Failure by the party or any Credit Support Provider
                 of such party to comply with or perform any agreement or
                 obligation to be complied with or performed by it in
                 accordance with any Credit Support Document if such failure is
                 continuing after any applicable grace period has elapsed;

                 (2)      the expiration or termination of such Credit Support
                 Document or the failing or ceasing of such Credit Support
                 Document to be in full force and effect for the purpose of
                 this Agreement (in either case other than in accordance with
                 its terms) prior to the satisfaction of all obligations of
                 such party under each Transaction to which such Credit Support
                 Document relates without the written consent of the other
                 party; or

                 (3)      the party or such Credit Support Provider disaffirms,
                 disclaims, repudiates or rejects, in whole or in part, or
                 challenges the validity of, such Credit Support Document;

         (iv)    Misrepresentation. A representation (other than a
         representation under Section 3(c) or (f) made or repeated or deemed to
         have been made or repeated by the party or any Credit Support Provider
         of such party in this Agreement or any Credit Support Document proves
         to have been incorrect or misleading in any material respect when made
         or repeated or deemed to have been made or repeated;

         (v)     Default under Specified Transaction. The party, any Credit
         Support Provider of such party or any applicable Specified Entity of
         such party (1) defaults under a Specified Transaction and, after
         giving effect to any applicable notice requirement or grace period,
         there occurs a liquidation of, an
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         acceleration of obligations under, or an early termination of, that
         Specified Transaction, (2) defaults, after giving effect to any
         applicable notice requirement or grace period, in making any payment
         or delivery due on the last payment delivery or exchange date of, or
         any payment on early termination of, a Specified Transaction (or such
         default continues for at least three Local Business Days if there is
         no applicable notice requirement or grace period) or (3) disaffirms,
         disclaims, repudiates or rejects, in whole or in part a specified
         Transaction (or such action is taken by any person or entity appointed
         or empowered to operate it or act on its behalf);

         (vi)    Cross Default.  If "Cross Default" is specified in the
         Schedule as applying to the party, the occurrence or existence of (1)
         a default, event of default or other similar condition or event
         (however described) in respect of such party, any Credit Support
         Provider of such party or any applicable Specified Entity of such
         party under one or more agreements or instruments relating to
         Specified Indebtedness of any of them (individually or collectively)
         in an aggregate amount of not less than the applicable Threshold
         Amount (as specified in the Schedule) which has resulted in such
         Specified Indebtedness becoming, or becoming capable at such time of
         being declared, due and payable under such agreements or instruments,
         before it would otherwise have been due and payable or (2) a default
         by such party, such Credit Support Provider or such Specified Entity
         (individually or collectively) in making one or more payments on the
         due date thereof in an aggregate amount of not less than the
         applicable Threshold Amount under such agreements or instruments
         (after giving effect to any applicable notice requirement or grace
         period);

         (vii)   Bankruptcy. The party, any Credit Support Provider of such
         party or any applicable Specified Entity of such party:--

                 (1)      is dissolved (other than pursuant to a consolidation,
                 amalgamation or merger); (2) becomes insolvent or is unable to
                 pay its debts or fails or admits in writing its inability
                 generally to pay its debts as they become due; (3) makes a
                 general assignment, arrangement or composition with or for the
                 benefit of its creditors; (4) institutes or has instituted
                 against it a proceeding seeking a judgment of insolvency or
                 bankruptcy or any other relief under any bankruptcy or
                 insolvency law or other similar law affecting creditors'
                 rights, or a petition is presented for its winding-up or
                 liquidation, and, in the case of any such proceeding or
                 petition instituted or presented against it, such proceeding
                 or petition (A) results in a judgment of insolvency or
                 bankruptcy or the entry of an order for relief or the making
                 of an order for its winding-up or liquidation or (B) not
                 dismissed, discharged, stayed or restrained in each case
                 within 30 days of the institution or presentation thereof; (5)
                 has a resolution passed for its winding-up, official
                 management or liquidation (other than pursuant to a
                 consolidation, amalgamation or merger); (6) seeks or becomes
                 subject to the appointment of an
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                 administrator, provisional liquidator, conservator, receiver,
                 trustee, custodian or other similar official for it or for all
                 or substantially all its assets; (7) has a secured party take
                 possession of all or substantially all its assets or has a
                 distress, execution, attachment, sequestration or other legal
                 process levied, enforced or sued on or against all or
                 substantially all its assets and such secured parry maintains
                 possession, or any such process is not dismissed, discharged,
                 stayed or restrained, in each case within 30 days thereafter;
                 (8) causes or is subject to any event with respect to it
                 which, under the applicable laws of any jurisdiction, has an
                 analogous effect to any of the events specified in clauses (1)
                 to (7) (inclusive); or (9) takes any action in furtherance of,
                 or indicating its consent to, approval of, or acquiescence in,
                 any of the foregoing acts; or

         (viii)  Merger Without Assumption. The party or any Credit Support
         Provider of such party consolidates or amalgamates with, or merges
         with or into, or transfers all or substantially all its assets to,
         another entity and, at the time of such consolidation, amalgamation,
         merger or transfer:--

                 (1)      the resulting, surviving or transferee entity fails
                 to assume all the obligations of such party or such Credit
                 Support Provider under this Agreement or any Credit Support
                 Document to which it or its predecessor was a party by
                 operation of law or pursuant to an agreement reasonably
                 satisfactory to the other party to this Agreement; or

                 (2)      the benefits of any Credit Support Document fail to
                 extend (without the consent of the other party) to the
                 performance by such resulting, surviving or transferee entity
                 of its obligations under this Agreement.

(b)      Termination Events. The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii) below,
and, if specified to be applicable, a Credit Event Upon Merger it the event is
specified pursuant to (iv) below or an Additional Termination Event if the
event is specified pursuant to (v) below:--

         (i)     Illegality. Due to the adoption of, or any change in, any
         applicable law after the date on which a Transaction is entered into,
         or due to the promulgation of, or any change in, the interpretation by
         any court, tribunal or regulatory authority with competent
         jurisdiction of any applicable law after such date, it becomes
         unlawful (other than as a result of a breach by the party of Section
         4(b)) for such party (which will be the Affected Party):--

                 (1)      to perform any absolute or contingent obligation to
                 make a payment or delivery or to receive a payment or delivery
                 in respect of such Transaction or to comply with any other
                 material provision of this Agreement relating to
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                 such Transaction; or

                 (2)      to perform, or for any Credit Support Provider of
                 such party to perform, any contingent or other obligation
                 which the party (or such Credit Support Provider) has under
                 any Credit Support Document relating to such Transaction;

         (ii)    Tax Event. Due to (x) any action taken by a taxing authority,
         or brought in a court of competent jurisdiction, on or after the date
         on which a Transaction is entered into (regardless of whether such
         action is taken or brought with respect to a party to this Agreement)
         or (y) a Change in Tax Law, the party (which will be the Affected
         Party) will, or there is a substantial likelihood that it will, on the
         next succeeding Scheduled Payment Date (I) be required to pay to the
         other party an additional amount in respect of an Indemnifiable Tax
         under Section 2(d)(i)(4) (except in respect of interest under Section
         2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
         is required to be deducted or withheld for or on account of a Tax
         (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))
         and no additional amount is required to be paid in respect of such Tax
         under Section 2(d)(i)(4) (other than by reason of Section
         2(d)(i)(4)(A) or (B));

         (iii)   Tax Event Upon Merger.  The party (the "Burdened Party") on
         the next succeeding Scheduled Payment Date will either (I) be required
         to pay an additional amount in respect of an Indemnifiable Tax under
         Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
         6(d)(i") or 6(e)) or (2) receive a payment from which an amount has
         been deducted or withheld for or on account of any Indemnifiable Tax
         in respect of which the other party is not required to pay an
         additional amount (other than by reason of Section 2(d)(i)(4)(A) or
         (B)), in either case as a result of a parry consolidating or
         amalgamating with, or merging with or into, or transferring all or
         substantially all its assets to, another entity (which will be the
         Affected Party) where such action does not constitute an event
         described in Section 5(a)(viii);

         (iv)    Credit Event Upon Merger. If "Credit Event Upon Merger" is
         specified in the Schedule as applying to the party, such party ("X"),
         any Credit Support Provider of X or any applicable Specified Entity of
         X consolidates or amalgamates with, or merges with or into, or
         transfers all or substantially all its assets to, another entity and
         such action does not constitute an event described in Section
         5(a)(viii) but the creditworthiness of the resulting, surviving or
         transferee entity is materially weaker than that of X, such Credit
         Support Provider or such Specified Entity, as the case may be,
         immediately prior to such action (and, in such event, X or its
         successor or transferee, as appropriate, will be the Affected Party);
         or
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         (v)     Additional Termination Event. If any "Additional Termination
         Event" is specified in the Schedule or any Confirmation as applying,
         the occurrence of such event (and, in such event, the Affected Party
         or Affected Parties shall be as specified for such Additional
         Termination Event in the Schedule or such Confirmation).

(c)      Event of Default and Illegality. If an event or circumstance which
would otherwise constitute or give rise to an Event of Default also constitutes
an Illegality, it will be treated as an Illegality and will not constitute an
Event or Default.

6.       EARLY TERMINATION

(a)      Right  to Terminate Following Event  of Default.  If any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions.  If,
however, "Automatic Early Termination" is specified in the Schedule as applying
to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6)
or, to the extent analogous thereto, (8), and as of the time immediately
preceding the institution of the relevant proceeding or the presentation of the
relevant petition upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

(b)      Right to Terminate Following Termination Event.

         (i)     Notice. If a Termination Event occurs, an Affected Party will,
         promptly upon becoming aware of it, notify the other party, specifying
         the nature of that Termination Event and each Affected Transaction and
         will also give such other information about that Termination Event as
         the other party may reasonably require.

         (ii)    Transfer to Avoid Termination Event If either an Illegality
         under Section 5Cb)(i)(l) or a Tax Event occurs and there is only one
         Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
         Party is the Affected Party, the Affected Party will, as a condition
         to its fight to designate an Early Termination Date under Section
         6(b)(iv), use all reasonable efforts (which will not require such
         party to incur a loss, excluding immaterial, incidental expenses) to
         transfer within 20 days after it gives notice under Section 6(b)(i)
         all its rights and obligations under this Agreement in respect of the
         Affected Transactions to another of its Offices or Affiliates so that
         such Termination Event ceases to exist.
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         If the Affected Party is not able to make such a transfer it will give
         notice to the other party to that effect within such 20 day period,
         whereupon the other party may effect such a transfer within 30 days
         after the notice is given under Section 6(b)(i).

         Any such transfer by a party under this Section 6(b)(ii) will be
         subject to and conditional upon the prior written consent of the other
         party, which consent will not be withheld if such other party's
         policies in effect at such time would permit it to enter into
         transactions with the transferee on the terms proposed.

         (iii)   Two Affected Parties. If an Illegality under Section
         5(b)(i)(l) or a Tax Event occurs and there are two Affected Parties,
         each party will use all reasonable efforts to reach agreement within
         30 days after notice thereof is given under Section 6(b)(i) on action
         to avoid that Termination Event.

         (iv)    Right to Terminate. If:--

                 (1)      a transfer under Section 6(b)(ii) or an agreement
                 under Section 6(b)(iii), as the case may be, has not been
                 effected with respect to all Affected Transactions within 30
                 days after an Affected Party gives notice under Section
                 6(b)(i); or

                 (2)      an Illegality under Section 5(b)(i)(2), a Credit
                 Event Upon Merger or an Additional Termination Event occurs,
                 or a Tax Event Upon Merger occurs and the Burdened Party is
                 not the Affected Party,

         either party in the case of an Illegality, the Burdened Party in the
         case of a Tax Event Upon Merger, any Affected Party in the case of a
         Tax Event or an Additional Termination Event if there is more than one
         Affected Party, or the party which is not the Affected Party in the
         case of a Credit Event Upon Merger or an Additional Termination Event
         if there is only one Affected Party may, by not more than 20 days
         notice to the other party and provided that the relevant Termination
         Event is then continuing, designate a day not earlier than the day
         such notice is effective as an Early Termination Date in respect of
         all Affected Transactions.

(c)      Effect of Designation.

         (i)     If notice designating an Early Termination Date is given under
         Section 6(a) or (b), the Early Termination Date will occur on the date
         so designated, whether or not the relevant Event of Default or
         Termination Event is then continuing.

         (ii)    Upon the occurrence or effective designation of an Early
         Termination Date, no further payments or deliveries under Section
         2(a)(i) or 2(e) in respect of the
<PAGE>   13
         Terminated Transactions will be required to be made, but without
         prejudice to the other provisions of this Agreement. The amount, if
         any, payable in respect of an Early Termination Date shall be
         determined pursuant to Section 6(e).

(d)      Calculations.

         (i)     Statement. On or as soon as reasonably practicable following
         the occurrence of an Early Termination Date, each party will make the
         calculations on its part, if any, contemplated by Section 6(e) and
         will provide to the other party a statement (I) showing, in reasonable
         detail, such calculations (including all relevant quotations and
         specifying any amount payable under Section 6(e)) and (2) giving
         details of the relevant account to which any amount payable to it is
         to be paid.  In the absence of written confirmation from the source of
         a quotation obtained in determining a Market Quotation, the records of
         the party obtaining such quotation will be conclusive evidence of the
         existence and accuracy of such quotation.

         (ii)    Payment Date. An amount calculated as being due in respect of
         any Early Termination Date under Section 6(e) will be payable on the
         day that notice of the amount payable is effective (in the case of an
         Early Termination Date which is designated or occurs as a result of an
         Event of Default) and on the day which is two Local Business Days
         after the day on which notice of the amount payable is effective (in
         the case of an Early Termination Date which is designated as a result
         of a Termination Event).  Such amount will be paid together with (to
         the extent permitted under applicable law) interest thereon (before as
         well as after judgment) in the Termination Currency, from (and
         including) the relevant Early Termination Date to (but excluding) the
         date such amount is paid, at the Applicable Rate.  Such interest will
         be calculated on the basis of daily compounding and the actual number
         of days elapsed.

(e)      Payments on Early Termination. If an Early Termination Date occurs,
the following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss". and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to any
Set-off.

         (i)     Events of Default. If the Early Termination Date results from
         an Event of Default:--

                 (1)      First Method and Market Quotation.  If the First
                 Method and Market Quotation apply, the Defaulting Party will
                 pay to the Non-defaulting Party the excess, if a positive
                 number, of (A) the sum of the Settlement Amount
<PAGE>   14
                 (determined by the Non-defaulting Party) in respect of the
                 Terminated Transactions and the Termination Currency
                 Equivalent of the Unpaid Amounts owing to the Non-defaulting
                 Party over (B) the Termination Currency Equivalent of the
                 Unpaid Amounts owing to the Defaulting Party.

                 (2)      First Method and Loss. If the First Method and Loss
                 apply, the Defaulting Party will pay to the Non-defaulting
                 Party, if a positive number, the Non-defaulting Party's Loss
                 in respect of this Agreement.

                 (3)      Second Method and Market Quotation. If the Second
                 Method and Market Quotation apply, an amount will be payable
                 equal to (A) the sum of the Settlement Amount (determined by
                 the Non-defaulting Party) in respect of the Terminated
                 Transactions and the Termination Currency Equivalent of the
                 Unpaid Amounts owing to the Non-defaulting Party less (B) the
                 Termination Currency Equivalent of the Unpaid Amounts owing to
                 the Defaulting Party.  If that amount is a positive number,
                 the Defaulting Party will pay it to the Non-defaulting Party;
                 if it is a negative number, the Non-defaulting Party will pay
                 the absolute value of that amount to the Defaulting Party.

                 (4)      Second Method and Loss. If the Second Method and Loss
                 apply, an amount will be payable equal to the Non-defaulting
                 Party's Loss in respect of this Agreement.  If that amount is
                 a positive number, the Defaulting Party will pay it to the
                 Non-defaulting Party; if it is a negative number, the Non-
                 defaulting Party will pay the absolute value of that amount to
                 the Defaulting Party.

(ii)    Termination Events. If the Early Termination Date results from a
Termination Event:--

         (1)      One Affected Party.  If there is one Affected Party, the
         amount payable will be determined in accordance with Section
         6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss
         applies, except that, in either case, references to the Defaulting
         Party and to the Non-defaulting Party will be deemed to be references
         to the Affected Party and the party which is not the Affected Party,
         respectively, and, if Loss applies and fewer than all the Transactions
         are being terminated, Loss shall be calculated in respect of all
         Terminated Transactions.

         (2)     Two Affected parties. If there are two Affected Parties:--

                 (A)      if Marker Quotation applies, each party will
                 determine a Settlement Amount in respect of the Terminated
                 Transactions, and an amount will be payable equal to (I) the
                 sum of (a) one-half of the difference between the Settlement
                 Amount of the party with the higher Settlement Amount ("X")
                 and the Settlement Amount of the party with the lower
                 Settlement Amount ("Y") and
<PAGE>   15
                 (b) the Termination Currency Equivalent of the Unpaid Amounts
                 owing to X less (II) the Termination Currency Equivalent of
                 the Unpaid Amounts owing to Y; and

                 (B)      if Loss applies, each party will determine its Loss
                 in respect of this Agreement (or, if fewer than all the
                 Transactions are being terminated, in respect of all
                 Terminated Transactions) and an amount will be payable equal
                 to one-half of the difference between the Loss of the party
                 with the higher Loss ("X") and the Loss of the party with the
                 lower Loss ("Y").

         If the amount payable is a positive number, Y will pay it to X; if it
         is a negative number, X will pay the absolute value of that amount to
         Y.

(iii)    Adjustment for Bankruptcy. In circumstances where an Early Termination
Date occurs because "Automatic Early Termination" applies in respect of a
party, the amount determined under this Section 6(e) will be subject to such
adjustments as are appropriate and permitted by law to reflect any payments or
deliveries made by one party to the other under this Agreement (and retained by
such other party) during the period from the relevant Early Termination Date to
the date for payment determined under Section 6(d)(ii).

(iv)     Pre-Estimate. The parties agree that if Market Quotation applies an
amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss
and not a penalty.  Such amount is payable for the loss of bargain and the loss
of protection against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any additional damages as a
consequence of such losses.

7.       TRANSFER

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.
<PAGE>   16
8.       CONTRACTUAL CURRENCY

(a)      Payment in the Contractual Currency.  Each payment under this
Agreement will be made in the relevant currency specified in this Agreement for
that payment (the "Contractual Currency"). To the extent permitted by
applicable law, any obligation to make payments under this Agreement in the
Contractual Currency will not be discharged or satisfied by any tender in any
currency other than the Contractual Currency, except to the extent such tender
results in the actual receipt by the party to which payment is owed, acting in
a reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in the
Contractual Currency payable in respect of this Agreement, the party required
to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will
refund promptly the amount of such excess.

(b)      Judgments. To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is
rendered (i) for the payment of any amount owing in respect of this Agreement,
(ii) for the payment of any amount relating to any early termination in respect
of this Agreement or (iii) in respect of a judgment or order of another court
for the payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such
party. The term "rate of exchange" includes, without limitation, any premiums
and costs of exchange payable in connection with the purchase of or conversion
into the Contractual Currency.

(c)      Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made
<PAGE>   17
for any other sums payable in respect of this Agreement.

(d)      Evidence of Loss.  For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

9.       MISCELLANEOUS

(a)      Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by
an exchange of telexes or electronic messages on an electronic messaging
System.

(c)      Survival of Obligations.  Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      Remedies Cumulative.  Except as provided in this Agreement, the
rights, powers, remedies and privileges provided in this Agreement are
cumulative and not exclusive of any rights, powers, remedies and privileges
provided by law.

(e)      Counterparts and Confirmations.

         (i)     This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts
         (including by facsimile transmission), each of which will be deemed an
         original.

         (ii)    The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise).  A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic messages on an electronic
         messaging system, which in each case will be sufficient for all
         purposes to evidence a binding supplement to this Agreement.  The
         parties will specify therein or through another effective means that
         any such counterpart, telex or electronic message constitutes a
         Confirmation.

(f)      No Waiver of Right.  A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any
<PAGE>   18
other right, power or privilege.

(g)      Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      OFFICES; MULTIBRANCH PARTIES

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organization of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be deemed
to be repeated by such party on each date on which a Transaction is entered
into.

(b)      Neither party may change the Office through which it makes and
receives payments or deliveries for the purpose of a Transaction without the
prior written consent of the other party.

(c)     If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11.      EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees
and Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12.      NOTICES

(a)      Effectiveness. Any notice or other Communication in respect of this
         Agreement may be given in any manner set forth below (except that a
         notice or other communication under Section 5 or 6 may not be given by
         facsimile transmission or electronic messaging system) to the address
         or number or in accordance with the electronic messaging system
         details provided (see the Schedule) and will be deemed effective as
         indicated:--

         (i)     if in writing and delivered in person or by courier, on the
         date it is delivered;
<PAGE>   19
         (ii)    if sent by telex, on the date the recipient's answerback is
         received;

         (iii)   if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be on the sender and will not be met by a transmission report
         generated by the sender's facsimile machine);

         (iv)    if sent by certified or registered mail (airmail, if overseas)
         or the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)     if sent by electronic messaging system, on the date that
         electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a local Business Day.

(b)      Change of Addresses. Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details
at which notices or other communications are to be given to it.

13.      GOVERNING LAW AND JURISDICTION

(a)      Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      Jurisdiction.  With respect to any suit, action or proceedings
relating to this Agreement ("Proceedings"), each party irrevocably:--

         (i)     submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the
         non-exclusive jurisdiction of the courts of the State of New York and
         the United States District Court located in the Borough of Manhattan
         in New York City, if this Agreement is expressed to be governed by the
         laws of the State of New York; and

         (ii)    waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.
<PAGE>   20
Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(C)      Service of Process.  Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings.  If for any reason any
party's Process Agent is unable to act as such, such party will promptly notify
the other party and within 30 days appoint a substitute process agent
acceptable to the other party. The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.

(d)    Waiver of Immunities.  Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      DEFINITIONS

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person, or this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;
<PAGE>   21
(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      in respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)      in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b)).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to such
recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organized, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding
<PAGE>   22
a connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"Law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority)
and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating, liquidating.
obtaining or reestablishing any hedge or related trading position (or any gain
resulting from any of them).  Loss includes losses and costs (or gains) in
respect of any payment or delivery required to have been made (assuming
satisfaction of each applicable condition precedent) on or before the relevant
Early Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a
party's legal fees and out-of-pocket expenses referred to under Section 11.  A
party will determine its Loss as of the relevant Early Termination Date, or, if
that is not reasonably practicable, as of the earliest date thereafter as is
reasonably practicable.  A party may (but need not) determine its Loss by
reference to quotations of relevant rates or prices from one or more leading
dealers in the relevant markets.

"Marker Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers.  Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a
<PAGE>   23
positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into
a transaction (the "Replacement Transaction") that would have the effect of
preserving for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by tile parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the relevant
Early Termination Date, have been required after that date.  For this purpose,
Unpaid Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or
delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. The Replacement Transaction
would be subject to such documentation as such party and the Reference
Market-maker may, in good faith, agree. The party making the determination (or
its agent) will request each Reference Market-maker to provide its quotation to
the extent reasonably practicable as of the same day and time (without regard
to different time zones) on or as soon as reasonably practicable after the
relevant Early Termination Date.  The day and time as of which those quotations
are to be obtained will be selected in good faith by the party obliged to make
a determination under Section 6(e), and, if each party is so obliged, after
consultation with the other.  If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values.  If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if more
than one quotation has the same highest value or lowest value, then one of such
quotations shall be disregarded. if fewer than three quotations are provided,
it will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the
<PAGE>   24
highest credit standing which satisfy all the criteria that such party applies
generally at the time in deciding whether to offer or to make an extension of
credit and (b) to the extent practicable,  from among such dealers having an
office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organized, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled-Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction"  means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of
such party or any applicable Specified Entity of such party) and the other
party to this Agreement (or any Credit Support Provider of such other party or
any applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap transaction,
<PAGE>   25
floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto) that
is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation or
similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a
rate for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.
<PAGE>   26
"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under
Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market value of that which was (or would have
been) required to be delivered as of the originally scheduled date for
delivery, in each case together with (to the extent permitted under applicable
law) interest, in the currency of such amounts, from (and including) the date
such amounts or obligations were or would have been required to have been paid
or performed to (but excluding) such Early Termination Date, at the Applicable
Rare.  Such amounts of interest will be calculated on the basis of daily
compounding and the actual number of days elapsed. The fair market value of any
obligation referred to in clause (b) above shall be reasonably determined by
the party obliged to make the determination under Section 6(e) or, if each
party is so obliged, it shall be the average of the Termination Currency
Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the ftrst page of
this document.


                                  WAKEFIELD ENGINEERING, INC., 
                                      LOCKHART INDUSTRIES,
FLEET NATIONAL BANK                   INC., AND SPECIALTY EXTRUSION CORP.
 ...............................   .............................................
         (Name of Party)                   (Name of Party)


By: /s/ Peter M. Fleisher             By: /s/ Johnny J. Blanchard
    ---------------------                 -----------------------
    Name:   Peter M. Fleisher             Name:
    Title:  Vice President                Title:
    Date:                                 Date:
<PAGE>   27
                                   ISDA(R)
            INTERNATIONAL SWAP AND DERIVATIVES ASSOCIATION, INC.


                                  SCHEDULE
                                   TO THE
                              MASTER AGREEMENT

                        dated as of October 23, 1996

                                   between

Fleet National Bank    and       Wakefield Engineering, Inc., Lockhart 
                                      Industries, Inc., and Specialty 
                                      Extrusion Corp. 
     ("Party A")                      (Jointly and Severally "Party B")


PART 1.  TERMINATION PROVISIONS.

In the Agreement:

(a)      "SPECIFIED ENTITY" means in relation to Party A and Party B for the
                 purpose of:

                 Section 5(a)(v)            None;
                 Section 5(a)(vi)           None;
                 Section 5(a)(vii)          None; and
                 Section 5(b)(iv)           None.

(b)      "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
                 of this Agreement. For purposes of clause (c) of such
                 definition Specified Transaction includes any transaction, now
                 or hereafter existing between Party A or any of its Affiliates
                 and Party B, any Credit Support Provider of Party B, or any
                 Specified Entity of Party B under which Party A is or may be
                 owed payment or performance of any nature whatsoever.

(c)      The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to Party
         A and Party B.

The following provisions apply:

         (i)     "SPECIFIED INDEBTEDNESS": with respect to any person, means
                 all obligations of that person identified as Specified
                 Indebtedness in Section 14, except as excluded in the proviso
                 to this definition, as well as all reimbursement obligations
                 in respect of letters of credit, financial guaranty insurance
                 or surety bonds issued for the account of that person and
                 trade debt incurred other than through borrowings; provided
<PAGE>   28
                 however, that indebtedness or obligations in respect of
                 deposits received in the ordinary course of the banking
                 business of such person shall not constitute Specified
                 Indebtedness.

         (ii)    "THRESHOLD AMOUNT" means: (i) with respect to Party A, 3% of
                 stockholders' equity of Party A, and (ii) with respect to
                 Party B, any Specified Indebtedness.

(d)      The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will
         apply to Party A and Party B.

                 Notwithstanding Section 5(b)(iv) of this Agreement "Credit
                 Event Upon Merger" means (1)(a) with respect to Party A or
                 Party B, such party ("X"), any Credit Support Provider of X or
                 any applicable Specified Entity of X consolidates or
                 amalgamates with, or merges with or into, or transfers all or
                 substantially all its assets to, or receives all or
                 substantially all the assets or obligations of, another entity
                 and such action does not constitute an event described in
                 Section 5(a)(viii) or (b) with respect to Party B, (A) any
                 person or entity acquires directly or indirectly the
                 beneficial ownership of equity securities having the power to
                 elect a majority of the board of directors of such party
                 ("X"), any Credit Support Provider of X, or any applicable
                 Specified Entity of Party X or (B) such party ("X"), any
                 Credit Support Provider of X, or any applicable Specified
                 Entity of X effects any substantial change in its capital
                 structure by means of the issuance, incurrence or guarantee of
                 debt or the issuance of preferred stock or other securities
                 convertible into or exchangeable for, debt or preferred stock
                 and (2)(a) the creditworthiness of the resulting, surviving or
                 transferee entity is materially weaker than that of X, such
                 Credit Support Provider or such Specified Entity, as the case
                 may be, immediately prior to such action or (b) with respect
                 to Party B, Party A's policies in effect at such time would
                 not permit Party A to enter into every Transaction then
                 outstanding with the resulting, surviving or transferee entity
                 of Party B, such Credit Support Provider or such Specified
                 Entity, as the case may be (and, in such event X or its
                 successor or transferee, as appropriate, will be the Affected
                 Party).

(e)      The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will not
         apply to Party A or Party B.

(f)      PAYMENTS ON EARLY TERMINATION.  For the purpose of Section 6(e) of
         this Agreement:

                 (i)      Market Quotation will apply.
                 (ii)     The Second Method will apply.


(g)      "TERMINATION CURRENCY" means United States Dollars.
<PAGE>   29
(h)      ADDITIONAL TERMINATION EVENT will not apply to Party A or to Party B.

(i)      The following provision is hereby added to Section 5(a) of the
         Agreement as an Event of Default:

         "(ix) UNSATISFIED JUDGMENTS. With respect to Party B, the party, any
                 Credit Supporter Provider of such party or any Specified
                 Entity of such party for the purpose of Section 5(a)(vii) has
                 a final judgment issued against it by a court of competent
                 jurisdiction and such judgment is not discharged or its
                 execution stayed pending appeal within 90 days of such
                 judgment or such judgment is not discharged within 90 days of
                 the expiration of any such stay."

PART 2. TAX REPRESENTATIONS.

(A)      PARTY A AND PARTY B PAYER TAX REPRESENTATIONS. For the purpose of
                 Section 3(e) of this Agreement, each of Party A and Party B
                 makes the following representations:

                 It is not required by any applicable law, as modified by the
                 practice of any relevant governmental revenue authority, of
                 any Relevant Jurisdiction to make any deduction or withholding
                 for or on account of any Tax from any payment (other than
                 interest under Section 2(e), 6(d)(ii) or 6(e) of this
                 Agreement) to be made by it to the other party under this
                 Agreement In making this representation, it may rely on (i)
                 the accuracy of any representations made by the other party
                 pursuant to Section 3(f) of this Agreement, (ii) the
                 satisfaction of the agreement of the other party contained in
                 Section 4(a)(i) or 4(a)(iii) of this Agreement and the
                 accuracy and effectiveness of any document provided by the
                 other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
                 Agreement and (iii) the satisfaction of the agreement of the
                 other party contained in Section 4(d) of this Agreement,
                 provided that it shall not be a breach of this representation
                 where reliance is placed on clause (ii) and the other party
                 does not deliver a form or document under Section 4(a)(iii) by
                 reason of material prejudice to its legal or commercial
                 position.

(b)      PARTY A PAYEE TAX REPRESENTATIONS.  For the purpose of Section 3(f) of
                 this Agreement, Party A makes the following representation:

                 Party A is a national banking association duly organized under
                 the laws of the United States and is not a foreign corporation
                 for United States tax purposes.

(c)      PARTY B PAYEE TAX REPRESENTATIONS.  For the purpose of Section 3(f) of
                 this Agreement, Party B makes the following representation:
<PAGE>   30
                 Party B are corporations duly organized and incorporated in
                 the state of Massachusetts and are not foreign corporations
                 for United States tax purposes.

PART 3. AGREEMENT TO DELIVER DOCUMENTS.

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
         agrees to deliver the following documents, as applicable:

(a)      Tax forms, documents or certificates to be delivered are:

<TABLE>
<CAPTION>
  Party required to                                              Date by which
  deliver document      Form/Document Certificate                to be delivered
  ----------------      -------------------------                ---------------
<S>              <C>                                             <C>
Party B          An executed United States Internal Revenue      Upon execution of
                 Service form W-9 (or any successor thereto)     this Agreement
</TABLE>

(b)      Other documents to be delivered are:
<TABLE>
<CAPTION>
                                                                                           Covered by
Party required to                                           Date by which to              Section 3(d)
deliver document   Form/Document Certificate                  be delivered               Representation
----------------   -------------------------                  ------------               --------------
<S>              <C>                                        <C>                               <C>
Party B          A certificate of an authorized             Upon execution of                 Yes
                 officer for such party certifying          this Agreement and
                 the authority, names and true              as deemed necessary
                 signatures of the officers signing         for any further
                 this Agreement, each Confirmation          documentation.
                 and any Credit Support Document,
                 reasonably satisfactory in form
                 and substance to Party A.


Party B          Certified copies of documents              Upon execution of                 Yes
                 evidencing each action taken               this Agreement.
                 by Party B to authorize its
                 execution of this Agreement,
                 each Confirmation, and any
                 Credit Support Document
                 referred to in Part 4 of this
                 Schedule, and the performance
                 of its obligations hereunder
                 as well as its bylaws and articles
                 of incorporation.
</TABLE>

<PAGE>   31
<TABLE>
<CAPTION>
                                                                                           Covered by
Party required to                                           Date by which to              Section 3(d)
deliver document   Form/Document Certificate                  be delivered               Representation
----------------   -------------------------                  ------------               --------------
<S>              <C>                                        <C>                               <C>
Party B          A duly executed copy of the Credit         Upon execution                    No
                 Support Documents specified in             of this Agreement
                 Part 4 of this Schedule.

Party B          Annual audited financial statements        Promptly upon request             Yes
                 prepared in accordance with
                 generally accepted accounting
                 principles in the country in which the
                 entity to which they relate is organized.

Party B          Quarterly unaudited financial              Promptly upon request             Yes
                 statements prepared in accordance
                 with generally accepted accounting
                 principles in the country outstanding
                 entity to which they relate is organized.

Party B          A written opinion of legal counsel to      Upon execution                    No
                 Party B and any Credit Support             of this Agreement
                 Provider for Party B reasonably            if requested and as
                 satisfactory in form and                   deemed necessary.
                 substance to Party A.

Party B          Such other documents as Party A            Promptly upon request             Yes
                 may reasonably request in connection
                 with each transaction.
</TABLE>

PART 4. MISCELLANEOUS.

(a)      ADDRESSES FOR NOTICES.  For the purpose of Section 12(a) of this
Agreement:

Address for notices or communications to Party A:

                 Fleet National Bank
                 75 State Street - MA BO FO3E
                 Treasury Division
                 Boston, Massachusetts 02109

                 Attention: Mr. Brian C. Snell, Assistant Vice President

                 Telex:        144203           Answerback:      FLEETB1
                 Telephone No: (617)346-1169    Facsimile No:    (617)346-1180
<PAGE>   32
Address for notices or communications to Party B:

         Wakefield Engineering, Inc.; Lockhart Industries, Inc.; and
         Specialty Extrusion Corp.
         60 Audobon Road
         Wakefield, MA 01880

         Attention: Mr. James Polakiewicz

         Telephone No.: (617)224-5684            Facsimile No.: (617)224-3564

(b)      PROCESS AGENT.  For the purpose Section 13(c) of this Agreement, Not
                 Applicable.

(c)      OFFICES.  The provisions of Section 10(a) will apply to this
                 Agreement.

(d)      MULTIBRANCH PARTY. For The purpose of Section 10(c) of this Agreement,
                 Not Applicable.

(e)      CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
                 specified in a Confirmation in relation to a relevant
                 Transaction.

(f)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:

                 With respect to Party A, none.
                 With respect to Party B, a Security Agreement as of June 22,
                 1994 by and between Fleet Bank of Massachusetts (n/k/a Fleet
                 National Bank) and Wakefield Engineering, Inc.; Lockhart
                 Industries, Inc.; and Specialty Extrusion Corp., the terms of
                 which are incorporated by reference herein.

(g)      CREDIT SUPPORT PROVIDER MEANS:

                 In relation to Party A, none.
                 In relation to Party B, none.

(h)      GOVERNING LAW.  This Agreement will be governed by and construed in
                 accordance with the laws of the State of New York (without
                 reference to choice of law doctrine).

(i)      NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
                 Agreement will apply to all Transactions.  In the event of
                 Termination upon an Event of Default, the parties hereto agree
                 to utilize bi-lateral close-out netting of all payments due
                 under all Transactions.

(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
                 Agreement.
<PAGE>   33
PART 5. OTHER PROVISIONS.

(a)      1991 ISDA DEFINITIONS. The definitions and provisions contained in the
                 1991 ISDA Definitions (the "1991 Definitions") and the 1992 FX
                 and Currency Option Definitions (the "FX Definitions") as
                 published by the International Swaps and Derivatives
                 Association, Inc. are incorporated into this Agreement by
                 reference.  For these purposes, all references in the 1991
                 Definitions to a "Swap Transaction" and all references in the
                 FX Definitions to a "FX Transaction" or "Currency Option"
                 shall be deemed to apply to each Transaction under this
                 Agreement.  With respect to FX Transactions, in the event of
                 any inconsistency between the 1991 Definitions and the FX
                 Definitions, the FX Definitions will prevail.  Any definitions
                 incorporated into a Confirmation shall prevail over the
                 provisions of this Agreement or the 1991 Definitions or the FX
                 Definitions.

(b)      ACCURACY OF SPECIFIED INFORMATION. Section 3(d) is hereby amended by
                 adding in the third line thereof after the word "respect" and
                 before the period:

                 "or, in the case of audited or unaudited financial statements,
                 a fair presentation of the financial condition of the relevant
                 party"

(c)      ADDITIONAL REPRESENTATIONS.  For purposes of Section 3 of this
                 Agreement, the following shall be added, immediately following
                 paragraph (f) thereof:

                 "(g)     This Agreement and each Transaction constitutes a
                 "swap agreement" within the meaning of Commodity Futures
                 Trading Commission ("CFTC") regulations Section 35.1(b)(1).

                 (h)      It is an "eligible swap participant"  within the
                 meaning of CFTC Regulations Section 35.1(b)(2).

                 (i)      Neither this Agreement nor any Transaction is one of
                 a fungible class of agreements that are standardized as to
                 their material economic terms, within the meaning of CFTC
                 Regulations Section 35.2(b).

                 (j)      The creditworthiness of the other party was or will
                 be a material consideration in entering into or determining
                 the terms of this Agreement and each Transaction, including
                 pricing, cost or credit enhancement terms of the Agreement or
                 Transaction, within the meaning of CFTC Regulations Section
                 35.2(c).

                 (k)      It has entered into this Agreement (including each
                 Transaction evidenced hereby) in conjunction with its line of
                 business (including financial intermediation services) or the
                 financing of its business.
<PAGE>   34
                 (l)    The individual(s) executing and delivering this
                 Agreement and any other documentation (including any Credit
                 Support Document) relating to this Agreement to which it is a
                 party or that it is required to deliver are duly empowered and
                 authorized to do so, and it has duly executed and delivered
                 this Agreement and any Credit Support Documents to which it is
                 a party."

(d)      FORMS.  For purposes of Section 4(a)(iii) of this Agreement, the
                 following shall be added immediately prior to the existing
                 text:

                 "upon learning that such form or document is required or"

(e)      RIGHT OF SET-OFF.  If any amount payable hereunder is not paid as and
                 when due, the party ("Party X") obligated to make that payment
                 hereby authorizes the other party ("Party Y") and each
                 Affiliate of Party Y to proceed, to the fullest extent
                 permitted by applicable law, without prior notice, by right of
                 set-off, banker's lien, counterclaim or otherwise, against any
                 assets of Party X in any currency that may at any time be in
                 the possession of Party Y or that Affiliate, at any branch or
                 office, to the full extent of all amounts payable to Party Y
                 hereunder.

                 In addition, if a party would, but for this provision, have an
                 obligation to pay the other party any amount calculated
                 pursuant to Section 6(e) in connection with early termination
                 which occurs on the ground of (i) a Termination Event in which
                 that other party is the only Affected Party or (ii) an Event
                 of Default with respect to that other party at a time when any
                 amount is payable (whether at such time or in the future or
                 upon the occurrence of a contingency) to that party or its
                 Affiliate by that other party under any other agreement
                 between them or any instrument or undertaking of that other
                 party (irrespective of the currency, place of payment or
                 booking office of the obligation) (each such amount, an "Other
                 Obligation"), the party that but for this provision would have
                 an obligation to make a payment hereunder is authorized by
                 that other party to set-off that obligation hereunder against
                 any Other Obligation, without prior notice.  For purposes of
                 this provision, each party hereby agrees that, if necessary to
                 enable the other party to exercise the rights of Set-off
                 contemplated herein with respect to an amount payable by it
                 under this Agreement in a particular currency, that amount
                 shall be deemed converted to (and constitute an obligation
                 hereunder in an amount equal to) its equivalent in the
                 currency in which any Other Obligation is denominated, at a
                 rate of exchange and otherwise in a manner applicable
                 hereunder for conversion of any amounts to its Termination
                 Currency Equivalent (as if the date of Set-off were an Early
                 Termination Date and with the party entitled under this
                 provision to effect the Set-off to make the determinations
                 required for the conversion).
<PAGE>   35
                 If an obligation is unascertained, the party exercising a
                 right of Set-off hereunder may in good faith estimate that
                 obligation and set off in respect of the estimate, subject to
                 the relevant party accounting to the other when the obligation
                 is ascertained.

                 If the party exercises a right of Set-off hereunder, it shall
                 give the other party notice of the amounts of the obligations
                 hereunder and the Other Obligations reduced and discharged by
                 the Set-off, as soon as practicable after the Set-off is
                 effected.

                 Nothing in this provision, titled Right of Set-off shall be
                 effective to create a charge or other security interest. This
                 provision, titled Right of Set-off, shall be without prejudice
                 and in addition to any right of setoff, combination of
                 accounts, lien or other right to which any party is at any
                 time otherwise entitled (whether by operation of law or
                 otherwise).

(f)      TAX EVENT.  The following is hereby inserted in Section 5(b)(ii)
                 before the words "there is a substantial likelihood that":

                 "in the written opinion of legal counsel of recognized
                 standing (which may include in-house legal counsel)"

(g)      CONFIRMATIONS.  For each Transaction Party A and Party B agree to
                 enter into hereunder, Party A shall promptly send to Party B a
                 Confirmation setting forth the terms of such Transaction.
                 Party B shall execute and return the Confirmation to Party A
                 or request correction of any error within two Local Business
                 Days of trade date. Failure of Party B to respond within such
                 period shall not affect the validity or enforceability of such
                 Transaction and shall be deemed to be an affirmation of such
                 terms.

(h)      CONSENT TO RECORDING. Each party consents to the monitoring or
                 recording, at any time and from time to time, by the other
                 party of any and all communications between officers or
                 employees of the parties, waives any further notice of such
                 monitoring or recording, and agrees to notify its officers and
                 employees of such monitoring or recording.

(i)      NOTICE OF EVENT OF DEFAULT. Each party agrees, upon learning of the
                 occurrence of any event or commencement of any condition that
                 constitutes an Event of Default or a Potential Event of
                 Default with respect to itself, promptly to give the other
                 party notice of such event or condition. Failure to give
                 notice within 30 days of learning of such event or condition
                 shall constitute an Event of Default with respect to such
                 party.

(j)      CHANGE OF ACCOUNT  Section 2(b) of this Agreement is hereby amended by
                 the addition of the following after the word delivery in the
                 first line thereof:

                 "to another account in the same legal and tax jurisdiction as
                 the original account".
<PAGE>   36
(k)      Granting of Consent by Party A. Party A is hereby notified of and
                 notwithstanding Section 7, gives its consent to the grant by
                 Party B of a security interest in all of Party B's present and
                 future right, title and interest in this Agreement and each
                 Transaction entered into hereunder to Fleet National Bank in
                 Connection with a loan agreement between Party B and Fleet
                 National Bank.

(l)      WAIVER OF JURY TRIAL.

         EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
         JURY IN ANY PROCEEDINGS.

(m)      NON-RELIANCE.  In connection with the negotiation of, the entering
                 into, and the confirming of the execution of this Agreement
                 and Credit Support Document to which it is a party, each
                 Transaction, and any other documentation relating to this
                 Agreement to which it is a party or that it is required by
                 this Agreement to deliver:

                 (i)    it is not relying (for purposes of making any
                 investment decision or otherwise) upon any advice, counsel, or
                 representations (whether written or oral) of the other party
                 to this Agreement, such Credit Support Document, each
                 Transaction or such other documentation other that the
                 representations expressly set forth in this Agreement, such
                 Credit Support Document and in any Confirmation;

                 (ii)   it has consulted with its own legal, regulatory, tax,
                 business, investment, financial and accounting advisors to the
                 extent it has deemed necessary, and it has made its own
                 investment, hedging and trading decisions (including decisions
                 regarding the suitability of any Transaction pursuant to this
                 Agreement) based upon any advice from such advisors as it has
                 deemed necessary and not upon any view expressed by the other
                 party to this Agreement, such Credit Support Document, each
                 Transaction or such other documentation;

                 (iii)  it has a full understanding of all the terms,
                 conditions, and risks (economic and otherwise) of the
                 Agreement, such Credit Support Document, each Transaction, and
                 such other documentation and is capable of assuming and
                 willing to assume (financially and otherwise) those risks;

                 (iv)   it is entering into this Agreement, such Credit Support
                 Document, each Transaction, and such other documentation for
                 the purposes of managing its borrowings or investments,
                 hedging its underlying assets or liabilities or in connection
                 with a line of business and not for purposes of speculation;

                 (v)    it is entering into this Agreement such Credit
                 Support Document, each Transaction, and such other
                 documentation as principal, and not as agent or in any other
                 capacity, fiduciary or otherwise; and
<PAGE>   37
                 (vi)   the other party to this Agreement such Credit Support
                 Document each Transaction, and such other documentation (a) is
                 not acting as a fiduciary or financial, investment or
                 commodity trading advisor for it; (b) has not given to it
                 (directly or indirectly through any other person) any
                 assurance, guaranty or representation whatsoever as to the
                 merits (either legal, regulatory, tax, financial, accounting
                 or otherwise) of this Agreement, such Credit Support Document,
                 each Transaction, and such other documentation; and (c) has
                 not committed to unwind the Transactions.

(n)      JOINT AND SEVERAL LIABILITY. The parties signing below as Party B
                 agree and acknowledge that they are jointly and severally
                 liable for the obligations of Party B that accrue under this
                 Agreement.

         FLEET NATIONAL BANK               WAKEFIELD ENGINEERING, INC.
         -------------------               ----------------------------


By: /s/ Peter M. Fleisher                  By: /s/ James J. Polakiewicz       
    -----------------------                    ---------------------------
Name:    Peter M. Fleisher                 Name:   James J. Polakiewicz
Title:   Vice President                    Title:  VP - Finance
Date:                                      Date:   10-24-96


         LOCKHART INDUSTRIES, INC.         SPECIALTY EXTRUSION CORP.
         -------------------------         -------------------------


By: /s/ Johnny J Blanchard                 By: /s/ Johnny J. Blanchard
    ----------------------                     -----------------------
Name:                                      Name:
Title:                                     Title:
Date:                                      Date: