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                                                                 CONFORMED COPY






                               STERLING 6,275,000
            AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT


                            DATED 15TH OCTOBER, 1996


                                     between



                            PELIKAN SCOTLAND LIMITED


                                   as borrower



                                       BZW
                                       and
                        NATIONSBANC CAPITAL MARKETS, INC.


                                  as arrangers



                                BARCLAYS BANK PLC


                                    as agent



                           NATIONSBANK OF TEXAS, N.A.

                               as collateral agent



                           NATIONSBANK OF TEXAS, N.A.

                             as documentation agent

                                       and

                                     OTHERS 

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                                    CONTENTS
CLAUSE                                                                 PAGE

1.   Interpretation ..................................................  1
2.   The Facility ....................................................  7
3.   Purpose .........................................................  8
4.   Conditions Precedent ............................................  8
5.   Nature of Lenders' Obligations ..................................  8
6.   Utilisation of the Facility .....................................  9
7.   Issue of Letters of Credit and Contract Guarantee ............... 11
8.   Indemnity (including Bank Indemnity for Short-Term Advances) .... 12
9.   Letter of Credit and Contract Guarantee Commissions and Fees .... 13
10.  Making of Advances .............................................. 14
11.  Interest ........................................................ 15
12.  Repayment of Advances ........................................... 16
13.  Cancellation .................................................... 16
14.  Taxes ........................................................... 16
15.  Increased Costs ................................................. 18
16.  Illegality ...................................................... 19
17.  Mitigation ...................................................... 20
18.  Market Disruption and Alternative Interest Rates ................ 21
19.  Acceleration Event .............................................. 21
20.  Default Interest and Indemnities ................................ 22
21.  Currency of Account ............................................. 23
22.  Payments ........................................................ 24
23.  Set-off and Netting of Payments ................................. 24
24.  Redistribution of Payments ...................................... 24
25.  Fees ............................................................ 25
26.  Costs and Expenses .............................................. 25
27.  The Agents, the Arrangers and the Lenders ....................... 27
28.  Benefit of Agreement ............................................ 30
29.  Assignments and Transfers by the Borrower ....................... 30
30.  Assignments and Transfers by Banks .............................. 30
31.  Disclosure of Information ....................................... 32
32.  Calculations and Evidence of Debt ............................... 33
33.  Remedies and Waivers ............................................ 34
34.  Partial Invalidity .............................................. 34
35.  Notices ......................................................... 34
36.  Counterparts .................................................... 35
37.  Amendments ...................................................... 35
38.  Governing Law ................................................... 36












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     SCHEDULES

1.   The Banks ....................................................  37
2.   Form of Transfer Certificate .................................  38
3.   Conditions Precedent .........................................  41
4.   Utilisation Request ..........................................  42
5.   Timetables ...................................................  43
6.   Mandatory Liquid Asset Costs Rate Formula ....................  45
7.   Form of Overdraft Provider Transfer Certificate ..............  47

Signatories .......................................................  49

EXHIBIT

Form of Confidentiality Agreement .................................  54














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THIS AMENDED AND RESTATED AGREEMENT is made the 15th day of October, 1996
BETWEEN:

(1)  PELIKAN SCOTLAND LIMITED (the "BORROWER");

(2)  BZW and NATIONSBANC CAPITAL MARKETS, INC. (together with the Documentation
     Agent, the "ARRANGERS");

(3)  BARCLAYS BANK PLC, as agent (the "AGENT");

(4)  NATIONSBANK OF TEXAS, N.A. as collateral agent (the "COLLATERAL AGENT", the
     Agent and the Collateral Agent being hereinafter referred to collectively
     as the "AGENTS");

(5)  NATIONSBANK OF TEXAS, N.A. as documentation agent (the "DOCUMENTATION
     AGENT");

(6)  BARCLAYS BANK PLC as fronting bank (the "FRONTING BANK");

(7)  BARCLAYS BANK PLC as overdraft provider (the "OVERDRAFT PROVIDER"); and

(8)  THE FINANCIAL INSTITUTIONS named in the First Schedule (the "BANKS").


WHEREAS the parties hereto wish further to amend and restate the Revolving
Credit Facility dated 24th February, 1995 as previously amended and restated on
2nd June, 1995 (as so amended, the "ORIGINAL AGREEMENT")

NOW IT IS HEREBY AGREED that the Original Agreement is hereby further amended
and restated as follows:

1.   INTERPRETATION


1.1  In this Agreement:

     "ADVANCE" means, save as otherwise provided herein, an advance made or to
     be made by a Lender pursuant to the terms hereof;

     "AGENT'S SPOT RATE OF EXCHANGE" means the Agent's spot rate of exchange for
     the purchase of the relevant Optional Currency in the London foreign
     exchange market with sterling at or about 11.00 a.m. on a particular day;

     "APPLICABLE MARGIN" has the meaning given to it in the Credit Agreement;

     "AVAILABLE COMMITMENT" means, in relation to a Bank at any time and save as
     otherwise provided herein, its Commitment at such time less (i) its share
     of the Outstandings (other than any outstanding Short-Term Advance) at such
     time (and for the purposes of determining a Bank's share of Outstandings,
     such Bank's share will be the amount that it may become obliged to pay to
     the Fronting Bank pursuant to Clause 8.6) and (ii) except for the purposes
     of Clause 25, its share of any Advances which it is obliged, or may become
     obliged, to make pursuant to Clause 6.5 in respect of (a) any outstanding
     Short-Term Advances at close of business on the day before the proposed
     Utilisation Date and (b) any Short-Term Advance requested to be made by no
     later than the Specified Time on such Utilisation Date;

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     "AVAILABLE FACILITY" means, at any time, the aggregate of the Available
     Commitments at such time adjusted, in the case of a proposed Utilisation
     only, so as to take into account:

     (i)   any reduction in the Commitment of a Bank which will occur prior to
           the commencement of, or during, the Term relating to the proposed
           Utilisation consequent upon a cancellation of the whole or any part 
           of the Commitment of such Bank pursuant to the terms hereof;

     (ii)  the amounts of any Advances (other than any Short-Term Advances)
           Letters of Credit and/or Contract Guarantees which, pursuant to any
           other Utilisation, any Bank or the Fronting Bank as the case may be
           are then obliged to make or, as the case may be, issue on or before
           the proposed Utilisation Date relating to such proposed Utilisation;
           and

     (iii) the amounts of any Advances and/or Letters of Credit which were
           made or, as the case may be, issued by any Bank, the Overdraft
           Provider, or the Fronting Bank as the case may be, pursuant
           hereto and which are due to be repaid or, as the case may be,
           expire on or before the proposed Utilisation Date relating to
           such Utilisation;

     "BASLE PAPER" means the paper entitled International Convergence of Capital
     Measurement and Capital Standards dated July 1988 prepared by the Basle
     Committee on Banking Regulations and Supervisory Practices, as amended in
     November 1991;

     "BZW" means a division of Barclays Bank PLC;

     "CLOSING DATE" has the meaning given to it in the Credit Agreement;

     "COLLATERAL DOCUMENTS" has the meaning given to it in the Credit Agreement;

     "COMMITMENT" means, in relation to a Bank at any time and save as otherwise
     provided herein, the amount set opposite its name in the First Schedule;

     "COMMITMENT FEE" has the meaning given to it in Clause 25;

     "COMMITMENT FEE PERCENTAGE" has the meaning given to it in the Credit
     Agreement;

     "CONTRACT GUARANTEES" means guarantees, indemnities, performance bonds and
     similar undertakings issued or to be issued by the Fronting Bank pursuant
     to Clause 7, (in each case in such form as may be requested by the Borrower
     and acceptable to the Fronting Bank) in respect of the obligations of the
     Borrower or its Subsidiaries, to any third party;

     "CONTACT GUARANTEE OUTSTANDINGS" means at any time, the amount that is the
     sum of (i) the maximum aggregate amount that is or at any time thereafter
     may be payable by the Fronting Bank under each Contract Guarantee
     outstanding at such time and (ii) the aggregate amount of all claims
     honoured by the Fronting Bank and not theretofore reimbursed by the
     Borrower hereunder;

     "CREDIT AGREEMENT" means the amended and restated credit agreement of even
     date hereof between Nu-Kote Holding, Inc. as guarantor, Nu-Kote
     International, Inc. as borrower,

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     Barclays Bank PLC as documentation agent,  NationsBank of Texas, N.A. as 
     administrative agent and collateral agent and others;

     "DEBENTURE" means the Debenture dated 24th February, 1995 between the
     Company and the Agent;

     "EVENT OF DEFAULT" means an "Event of Default" referred to in Section 5 of
     the Nu-Kote Guarantees;

     "EXPIRY DATE" means, in relation to any Letter of Credit or Contract
     Guarantee, the date on which the maximum aggregate liability thereunder is
     to be reduced to zero;

     "FACILITY" means the revolving cash advances and letter of credit and
     contract guarantee facility granted to the Borrower in this Agreement;

     "FACILITY OFFICE" means, in relation to any of the Agent, the Fronting
     Bank, the Overdraft Provider or the Banks, the office identified with its
     signature below (or, in the case of a Transferee, at the end of the
     Transfer Certificate to which it is a party as Transferee, or in the case
     of an Overdraft Facility Transferee, at the end of the Overdraft Provider
     Transfer Certificate to which it is a party as the Overdraft Facility
     Transferee) or such other office as it may from time to time select which
     is located in the same jurisdiction as the office identified with its
     signature below (or, in the case of a Transferee as the office identified
     in the Transfer Certificate pursuant to which it became a party hereto, or
     in the case of an Overdraft Facility Transferee, at the end of the
     Overdraft Provider Transfer Certificate to which it is a party as the
     Overdraft Facility Transferee) or, such other office as may be agreed
     pursuant to Clause 17;

     "FINANCE DOCUMENTS" means this Agreement, the Nu-Kote Guarantees, the
     Collateral Documents, the Debenture, the Hedging Documents and any other
     document designated as such in writing by the Agent and the Borrower;

     "GUARANTORS" means Nu-Kote Holding, Inc., Nu-Kote International, Inc.,
     International Communication Materials, Inc., Future Graphics Inc., Nu-Kote
     Imaging International, Inc. and Nu-Kote Imperial, Ltd. and "GUARANTOR"
     means any one of them;

     "HEDGING DOCUMENTS" means any and all currency or interest rate swap and/or
     interest cap and/or other hedging agreements entered into or to be entered
     into by the Borrower with a Bank as have been heretofore (and/or as may
     hereafter be) agreed in writing between the Borrower and the Agent to
     constitute the Hedging Documents;

     "L/C OUTSTANDINGS" means, at any time, the amount that is the sum of (i)
     the maximum aggregate amount that is or at any time thereafter may become
     available for drawings under each Letter of Credit outstanding at such time
     and (ii) the aggregate amount of all drawings under each Letter of Credit
     honoured by the Fronting Bank and not theretofore reimbursed by the
     Borrower hereunder;

     "LENDERS" means the Banks and the Overdraft Provider;


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     "LETTER OF CREDIT" means a documentary or standby letter of credit issued
     or to be issued by the Fronting Bank pursuant to Clause 7 in each case, in
     such form as may be requested by a Borrower and which is acceptable to the
     Fronting Bank;

     "LIBOR" means, in relation to any Advance (other than a Short-Term Advance)
     or unpaid sum, the rate per annum determined by the Agent to be equal to
     the arithmetic mean (rounded upwards, if necessary, to four decimal places)
     of the rates (as notified to the Agent) at which each of the Reference
     Banks was offering to prime banks in the London Interbank Market deposits
     in the currency of the relevant Advance and for the specified period at or
     about 11.00 a. m. on the Quotation Date for such specified period and, for
     the purposes of this definition, "SPECIFIED PERIOD" means the Term of such
     Advance or, as the case may be, the relevant period in respect of which
     LIBOR falls to be determined in relation to such unpaid sum;

     "MANDATORY LIQUID ASSET COSTS RATE" means in relation to any Advance or
     unpaid sum denominated in sterling, the rate determined in accordance with
     the Sixth Schedule;

     "NU-KOTE GUARANTEES" means the guarantees of 24th February, 1995 given by
     the Guarantors in favour of the Agent for itself and on behalf of the
     Lenders;

     "OBLIGORS" means the Borrower and the Guarantors and "OBLIGOR" means any
     one of them;

     "OPTIONAL CURRENCY" means dollars, deutschmarks and Swiss francs;

     "ORIGINAL STERLING AMOUNT" means:

     (a)  the principal amount (in the case of an Advance), or the face value
          (in the case of a Letter of Credit or a Contract Guarantee), of a
          Utilisation denominated in sterling; or

     (b)  the principal amount (in the case of an Advance), or the face value
          (in the case of a Letter of Credit or a Contract Guarantee), of a
          Utilisation denominated in an Optional Currency, translated into
          sterling on the basis of the Agent's Spot Rate of Exchange on the date
          of receipt by the Agent of the Utilisation Request for that
          Utilisation.

     "OUTSTANDINGS" means, at any time, the aggregate of:

     (i)   the principal amount of each outstanding Advance at such time;

     (ii)  the L/C Outstandings at such time; and

     (iii) the Contract Guarantee Outstanding at such time.

     "OVERDRAFT FACILITY TRANSFEREE" means a Lender to which the Overdraft
     Provider transfers all (but not part) of its rights and obligations
     hereunder as the Overdraft Provider in accordance with Clause 30.5;

     "OVERDRAFT PROVIDER" means:

     (i)  Barclays Bank PLC in its capacity as overdraft provider hereunder; or

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     (ii) any other Lender that may, from time to time, be appointed to act as
          the overdraft provider hereunder in accordance with Clause 30.5;

     "OVERDRAFT PROVIDER TRANSFER CERTIFICATE" means a certificate substantially
     in the form set out in the Seventh Schedule signed by the Overdraft
     Provider and the Overdraft Facility Transferee whereby:

     (i)  the Overdraft Provider seeks to procure the transfer to the Overdraft
          Facility Transferee of all (but not part) of the Overdraft Provider's
          rights and obligations hereunder upon and subject to the conditions
          set out in Clause 30.5; and

     (ii) the Overdraft Facility Transferee undertakes to perform all (but not
          part) of the Overdraft Provider's obligations hereunder as a result of
          delivery of such certificate to the Borrower and the Agent as is
          contemplated in Clause 30.5;

     "POTENTIAL EVENT OF DEFAULT" has the meaning given to it in the Nu-Kote
     Guarantees;

     "PROPORTION" means, in relation to a Bank, the proportion borne by its
     Commitment to the Total Commitments (or, if the Total Commitments are then
     zero, by its Commitment to the Total Commitments immediately prior to their
     reduction to zero);

     "QUALIFYING LENDER" means a bank as defined in Section 890A of the Income
     and Corporation Taxes Act 1988 and which is within the charge to U.K.
     corporation tax as regards any interest received by it under this
     Agreement;

     "QUOTATION DATE" means, in relation to any period for which an interest
     rate is to be determined hereunder (other than a Short-Term Advance), the
     day on which quotations would ordinarily be given by prime banks in the
     London Interbank Market for deposits in the currency in relation to which
     such rate is to be determined for delivery on the first day of that period
     Provided that, if for any such period quotations would ordinarily be given
     on more than one date, the Quotation Date for that period shall be the last
     of those dates;

     "REFERENCE BANKS" means the principal London office of Barclays Bank PLC or
     the principal offices of such other bank or banks as may from time to time
     be agreed between the Borrower and the Agent acting on the instructions of
     the Requisite Lenders;

     "REPAYMENT DATE" means, in relation to any Advance, the last day of the
     Term thereof;

     "REQUISITE LENDERS" has the meaning given to it in the Credit Agreement;

     "REQUESTED AMOUNT" means, in relation to any Utilisation Request, the
     aggregate principal amount of the Advances or, as the case may be, face
     amount of the Letter of Credit therein requested;

     "SHORT-TERM ADVANCE" means any Advance denominated in sterling made by the
     Overdraft Provider in that capacity pursuant to the terms hereof;

     "SWISS FACILITY" means the amended and restated revolving credit and letter
     of credit facility of even date hereof made available to Pelikan
     Produktions AG and Pelikan Hardcopy (International) AG by Barclays Bank
     PLC, NationsBank of Texas, N.A. and others; 


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     "SUBSIDIARY" has the meaning given to it in the Credit Agreement;

     "TERM" means, save as otherwise provided herein, in relation to any
     Advance, the period for which such Advance is borrowed (as specified in the
     Utilisation Request relating thereto) and, in relation to any Letter of
     Credit or Contract Guarantee, the period from the date on which such Letter
     of Credit or Contract Guarantee (as the case may be) is issued until its
     Expiry Date (as specified in the Utilisation Request relating thereto);

     "TERMINATION DATE" means the day which is sixty months after the Closing
     Date (as defined in the Credit Agreement);

     "TOTAL COMMITMENTS" means the aggregate for the time being of the Banks'
     Commitments;

     "TRANSFER CERTIFICATE" means a certificate substantially in the form set
     out in the Second Schedule signed by a Bank and a Transferee whereby:

     (i)  such Bank seeks to procure the transfer to such Transferee of all or a
          part of such Bank's rights and obligations hereunder upon and subject
          to the terms and conditions set out in Clause 30; and

     (ii) such Transferee undertakes to perform the obligations it will assume
          as a result of delivery of such certificate to the Borrower and the
          Agent as is contemplated in Clause 30;

     "TRANSFER DATE" means, in relation to any Transfer Certificate or Overdraft
     Provider Transfer Certificate, the date for the making of the transfer as
     specified in the schedule to such Transfer Certificate or Overdraft
     Provider Transfer Certificate, as the case may be;

     "TRANSFEREE" means a bank or other financial institution to which a Bank
     transfers all or part of such Bank's rights and obligations hereunder in
     accordance with Clause 30;

     "UTILISATION" means a utilisation of the Facility hereunder;

     "UTILISATION DATE" means the date of a Utilisation, being the date on which
     the Advances in respect thereof are to be made or the Letter of Credit or,
     as the case may be, Contract Guarantee in respect thereof is to be issued;
     and

     "UTILISATION REQUEST" means a notice given to the Agent pursuant to Clause
     6.1 substantially in the form set out in the Fourth Schedule.

1.2  Any reference in this Agreement to:

     an "AFFILIATE" of the Agent shall be construed as a reference to a
     subsidiary or holding company, or to a subsidiary of a holding company, of
     the Agent;

     the "AGENT", the "COLLATERAL AGENT" or any "LENDER" or any "OVERDRAFT
     PROVIDER" shall be construed so as to include its and any subsequent
     successors, Transferees and permitted assigns in accordance with their
     respective interests;

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     a "BUSINESS DAY" shall be construed as a reference to a day (other than a
     Saturday or Sunday) on which banks generally are open for business in
     London and (but only in relation to a transaction involving an Optional
     Currency) the principal financial centre of the country of that Optional
     Currency;

     a "MONTH" is a reference to a period starting on one day in a calendar
     month and ending on the numerically corresponding day in the next
     succeeding calendar month save that, where any such period would otherwise
     end on a day which is not a business day, it shall end on the next
     succeeding business day, unless that day falls in the calendar month
     succeeding that in which it would otherwise have ended, in which case it
     shall end on the immediately preceding business day Provided that, if a
     period starts on the last business day in a calendar month or if there is
     no numerically corresponding day in the month in which that period ends,
     that period shall end on the last business day in that later month (and
     references to "MONTHS" shall be construed accordingly);

     "TAX" shall be construed so as to include any tax, levy, impost, duty or
     other charge of a similar nature (including, without limitation, any
     penalty or interest payable in connection with any failure to pay or any
     delay in paying any of the same); and

     "VAT" shall be construed as a reference to value added tax including any
     similar tax which may be imposed in place thereof from time to time.

1.3  "L" and "STERLING" denote the lawful currency of the United Kingdom, "US$"
     and "DOLLARS" denote the lawful currency of the United States of America,
     "DM" and "DEUTSCHMARKS" denote the lawful currency of the Federal Republic
     of Germany and "CHF" and "SWISS FRANCS" denote the lawful currency of
     Switzerland.

1.4  Save where the contrary is indicated, any reference in this Agreement to:

     (i)  this Agreement or any other agreement or document shall be construed
          as a reference to this Agreement or, as the case may be, such other
          agreement or document as the same may have been, or may from time to
          time be, amended, restated, varied, novated or supplemented; and

     (ii) a time of day shall be construed as a reference to London time.

1.5  There are set out in the Fifth Schedule timetables of certain of the
     procedures provided for in this Agreement. For the purpose of construction,
     any reference herein to a specified time shall be construed as a reference
     to the relevant time set forth in the relevant timetable.

2.   THE FACILITY

2.1  The Lenders grant to the Borrower, upon the terms and subject to the
     conditions hereof, a revolving cash advance, letter of credit and contract
     guarantee facility in an aggregate Original Sterling Amount of L6,275,000.

2.2  Subject to Clause 2.1 above, the aggregate amount of all Utilizations
     denominated in an Optional Currency outstanding at any time shall not:

     (i)  in the case of Utilizations denominated in dollars, exceed
          US$10,000,000;


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     (ii)  in the case of Utilizations denominated in deutschmarks, exceed
           DM2,666,310; and

     (iii) in the case of Utilizations denominated in Swiss francs, exceed
           CHF3,260,741.

2.3  Notwithstanding Clause 2.2 above, that part of the Facility available for
     Utilisation by way of Letters of Credit is limited to an Original Sterling
     Amount of L3,000,000.

2.4  That part of the Facility available for Utilisation by way of Short-Term
     Advances is limited to L1,882,000.

2.5  Notwithstanding Clause 2.2 above, that part of the Facility available for
     utilisation by way of Contract Guarantees is limited to an Original
     Sterling Amount of L1,000,000.

3.   PURPOSE

3.1  The Facility is intended to be used for general corporate purposes
including, but not limited to:

     (i)   working capital;

     (ii)  capital and other expenditures and expenses including, without
           limitation, Permitted Acquisitions (as defined in the Credit
           Agreement);

     (iii) the issue of Letters of Credit;

     (iv)  the issue of Contract Guarantees in relation to liabilities of the
           Borrower or the Borrower's Subsidiaries, to third parties; and

     (v)   refinancing existing indebtedness and other indebtedness, including
           reimbursement to the Fronting Bank of any amounts drawn under any
           Letters of Credit or paid under any Contact Guarantees,

     and, accordingly, the Borrower shall apply all amounts raised by it
     hereunder in or towards satisfaction of such purposes.

3.2  APPLICATION OF AMOUNTS

     Without prejudice to the obligations of the Borrower under Clause 3.1, the
     Agents and the Lenders shall not be obliged to concern themselves with the
     application of amounts raised by the Borrower hereunder.

4.   CONDITIONS PRECEDENT

     The Borrower may not utilise the Facility unless the Agent has confirmed to
     the Borrower and the Lenders that it has received all of the documents
     listed in the Third Schedule and that each is, in form and substance,
     satisfactory to the Agent.

5.   NATURE OF LENDERS' OBLIGATIONS

5.1  The obligations of each Lender hereunder are several.


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5.2  The failure by a Lender to perform its obligations hereunder shall not
     affect the obligations of any other Lender or the Borrower towards any
     other party hereto nor shall any other party be liable for the failure by
     such Lender to perform its obligations hereunder.

6.   UTILISATION OF THE FACILITY

6.1  Save as otherwise provided herein, Advances will be made by the Banks or,
     as the case may be, a Letter of Credit or Contract Guarantee will be issued
     by the Fronting Bank or, as the case may be, Short-Term Advances will be
     made by the Overdraft Provider to the Borrower if:

     (i)  no later than the specified time in respect of the proposed
          Utilisation, the Agent or, in the case of a Short-Term Advance, the
          Overdraft Provider, has received from the Borrower a Utilisation
          Request therefor;

     (ii) the proposed Utilisation Date in respect of such Utilisation Request
          is a business day;

     (iii) the Requested Amount is:

          (a)  in the case of a Utilisation by means of Advances (other than
               Short-Term Advances), an amount which does not exceed the
               Available Facility at such time and which, if less than the
               Available Facility at such time:

          (1)  if no other Advance (other than a Short-Term Advance) of an
               Original Sterling Amount of less than L1,000,000 is outstanding
               at such time is:

               (A)  if the currency is sterling, a minimum amount of L500,000
                    and in additional integral multiples of L1,000,000; or

               (B)  if the currency is an Optional Currency, a minimum Original
                    Sterling Amount of L500,000 (or an appropriate amount
                    thereof) and in additional integral multiples of an Original
                    Sterling Amount of L1,000,000 (or an approximate amount
                    thereof); or

          (2)  if an Advance (other than a Short-Term Advance) of less than an
               Original Sterling Amount of L1,000,000 is outstanding at such
               time is:

               (A)  if the currency is sterling, a minimum amount of L1,000,000
                    and in additional integral multiples of L500,000; or

               (B)  if the currency is an Optional Currency, a minimum Original
                    Sterling Amount of L1,000,000 (or an approximate amount
                    thereof) and in additional integral multiples of an Original
                    Sterling Amount of L500,000 (or an approximate amount
                    thereof); or

          (b)  in the case of a Utilisation by means of a Letter of Credit, an
               amount which does not exceed the Available Facility at such time
               and which when aggregated with the L/C Outstandings at the time
               of such Utilisation does not exceed an Original Sterling Amount
               of L3,000,000; or

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          (c)  in the case of a Utilisation by means of Short-Term Advances, an
               amount which does not exceed the Available Facility at such time
               and which when aggregated with all other Short-Term Advances then
               outstanding, does not exceed L1,882,000;

     (iv) in the case of a Utilisation to be denominated in an Optional
          Currency, its principal amount (in the case of an Advance) or its face
          value (in the case of a Letter of Credit or a Contract Guarantee),
          when aggregated with the aggregate principal amounts and/or the
          aggregate face values, as the case may be, of all outstanding
          Utilizations denominated in the same Optional Currency, would not
          exceed the limits set out in Clause 2.2; and

     (v)  the Term requested by the Borrower in such Utilisation Request will
          end on a business day which is or precedes the Termination Date and
          which in respect of Advances will be:

          (a)  in respect of any Advance (other than a Short-Term Advance) with
               a proposed Utilisation Date falling during the period expiring on
               the earlier of the date (1) that is two (2) months after the
               Closing Date or (2) on which the Arrangers determine, in their
               sole discretion, that the syndication of this Agreement is
               complete, a period not exceeding 14 days;

          (b)  in respect of an Advance (other than a Short-Term Advance) to
               which Clause 6.1(v)(a) does not apply, a period of one, three or
               six months;

          (c)  in respect of a Letter of Credit or Contract Guarantee:


               (1)  if denominated in sterling, any period of 18 months or less;
                    or

               (2)  if denominated in an Optional Currency, any period of twelve
                    months or less;

          (d)  in respect of a Short-Term Advance, any period of one month or
               less; and


     (vi) the making of such Advance (other than a Short-Term Advance) will not
          result in there being more than 5 outstanding Advances (other than
          Short-Term Advances).

6.2  If and whenever, on the occasion of a Utilisation, the Banks are required
     to make Advances or the Fronting Bank is required to issue a Letter of
     Credit or Contract Guarantee pursuant hereto, the aggregate principal
     amount of the Advances to be so made or, as the case may be, the face
     amount of the Letter of Credit or Contract Guarantee (as the case may be)
     to be so issued shall be allocated to, and apportioned among, the Banks
     rateably to their respective Available Commitments for such Utilisation
     Provided that no amount shall be allocated to any Bank in respect of any
     Utilisation if such Bank's Commitment will be cancelled pursuant to the
     terms hereof prior to or during the Term of the proposed Advances or the
     term of the proposed Letter of Credit or Contract Guarantee (as the case
     may be).

6.3  Each Lender shall, subject to the terms hereof, be obliged, through its
     Facility Office, to make an Advance on the proposed Utilisation Date in a
     principal amount equal to the amount 



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                                     11
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     allocated to, or in the case of a Short-Term Advance, requested from it
     pursuant to this Clause 6.

6.4  The Agent shall not later than the specified time notify each Bank by
     telephone of the principal amount or, as the case may be, the amount
     allocated to it pursuant to this Clause 6, such notice to be promptly
     confirmed by the Agent by telex or telefax.

6.5  The Overdraft Provider may request by notice to the Borrower (through the
     Agent) at any time when the Borrower has an outstanding Short-Term Advance
     made by such Overdraft Provider that the Banks make an Advance to the
     Borrower on a business day specified by the Overdraft Provider in such
     notice (such date falling no earlier than five business days after receipt
     of such notice) and upon receiving such notice the Borrower shall, unless
     such outstanding Short-Term Advance has been repaid within three business
     days of receipt of such notice, be deemed to have served a Utilisation
     Request for an Advance to be made by the Banks in an amount equal to, and
     in the same currency as, such outstanding Short-Term Advance on such
     business date specified by the Overdraft Provider for a Term of one month
     whereupon, notwithstanding the provisions of Clause 6.1(iii) or (v) or the
     conditions to making an Advance contained in Clause 10 or any cancellation
     of the Available Facility following the making of such Short-Term Advance,
     the Banks shall make such Advance available to the Borrower rateably to
     their respective Available Commitments at such time (or immediately prior
     to any such cancellation) and interest on such Advance shall be determined
     in accordance with Clause 11.2 and the Agent is hereby authorised to pay
     the proceeds of such Advance to the Overdraft Provider on behalf of the
     Borrower to be applied in discharge of such outstanding Short-Term Advance.

6.6  For the avoidance of any doubt, since the definition of Commitment only
     applies to Banks and not the Overdraft Provider or the Fronting Bank, any
     Bank that is also an Overdraft Provider or Fronting Bank may be obliged to
     have Outstandings that, including its Advances as a Bank, its Short-Term
     Advances as Overdraft Provider and its L/C Outstandings and Contract
     Guarantee Outstandings as Fronting Bank, exceed the amount of its
     Commitment and any such Bank, in its capacity as Overdraft Provider and
     Fronting Bank, has the benefit of the Banks' obligations under Clauses 6.5
     and 8.6 in respect of its Short Term Advances and L/C Outstandings and
     Contract Guarantee Outstandings as Fronting Bank.

7.   ISSUE OF LETTERS OR CREDIT AND CONTRACT GUARANTEES

7.1  Each Utilisation Request in respect of a Letter of Credit or Contact
     Guarantee shall, in addition to the information required pursuant to Clause
     6.1, specify the name and address of the recipient to which the relevant
     Letter of Credit or Contract Guarantee (as the case may be) should be
     delivered and shall have the proposed form of the Letter of Credit or
     Contract Guarantee (as the case may be) attached to it.

7.2  Subject to the provisions hereof, the Fronting Bank shall issue a Letter of
     Credit or Contract Guarantee in accordance with Clause 7.1 if:

     (i)  no Event of Default or Potential Event of Default has occurred which
          is continuing;

     (ii) the representations and warranties set out in Section 3 of the Nu-Kote
          Guarantees are true in all material respects on and as of such
          Utilisation Date to the same extent as though made on and as of such
          Utilisation Date, except to the extent that such representations and
          warranties specifically relate to an earlier date, in which case, such



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               representations and warranties shall have been true and correct 
               in all material respects as of such earlier date; and

     (iii)     the form of the Letter of Credit or Contract Guarantee (as the
               case may be) has been agreed between the Borrower and the
               Fronting Bank by no later than the specified time.

8.   INDEMNITY (INCLUDING BANK INDEMNITY FOR SHORT-TERM ADVANCES)

8.1  If, at any time, a demand for payment (the amount so demanded being herein
     referred to as the "AMOUNT DEMANDED") is made under a Letter of Credit or
     Contract Guarantee (as the case may be) by the beneficiary thereof, the
     Agent shall notify the Borrower of such demand and make demand of the
     Borrower for an amount equal to the Amount Demanded.

8.2  The Borrower shall pay to the Agent an amount equal to the Amount Demanded
     following receipt by it of a demand made on it by the Agent under this
     Clause 8. Such payment shall be made on the business day during which the
     Borrower receives such demand from the Agent, or, in the event that the
     Borrower receives such demand after 9.00 a.m. on such business day, on the
     business day following.

8.3  The Borrower hereby irrevocably and unconditionally agrees to indemnify and
     keep indemnified the Fronting Bank against each and every sum paid or
     payable by the Fronting Bank under any Letter of Credit or Contract
     Guarantee issued at its request and also undertakes to indemnify and hold
     harmless the Fronting Bank on demand from and against all actions,
     proceedings, liabilities, costs (including, without limitation, any costs
     incurred in funding any amount which falls due from the Fronting Bank under
     any Letter of Credit or Contract Guarantee (as the case may be) in
     connection with any such Letter of Credit or Contract Guarantee (as the
     case may be) as certified by the Fronting Bank to the Borrower), claims,
     losses, damages and expenses which the Fronting Bank may at any time incur
     or sustain in connection with or arising out of any Letter of Credit or
     Contract Guarantee (as the case may be) issued at its request Provided that
     the Borrower shall not be obliged to pay any amount under this Clause 8.3
     to the extent that such obligation has arisen as a result of (i) the fraud,
     gross negligence or wilful misconduct of the Fronting Bank or (ii) the
     failure by the Fronting Bank to use reasonable care to determine that any
     documents and certificates required to be delivered under any Letter of
     Credit or Contract Guarantee (as the case may be) have been delivered and
     that they comply on their face with the requirements of that Letter of
     Credit or Contract Guarantee (as the case may be) before making any payment
     thereunder.

8.4  The Fronting Bank shall be entitled to make any payment under any Letter of
     Credit or Contract Guarantee (as the case may be) for which a demand has
     been made without any reference to or further authority from the Borrower
     at whose request such Letter of Credit or Contract Guarantee (as the case
     may be) was issued or any other investigation or enquiry, need not concern
     itself with the propriety of any demand made or purported to be made under
     and in the manner required by the terms of any such Letter of Credit or
     Contract Guarantee (as the case may be) and shall be entitled to assume
     that any person expressed in any Letter of Credit or Contract Guarantee (as
     the case may be) or in any notice served pursuant to any such Letter of
     Credit or Contract Guarantee (as the case may be) to be entitled to make
     demands is so entitled and that any individual purporting to sign any such
     demand or notice on behalf of such person is duly authorised to do so
     unless it has actual knowledge that such person is not so entitled or not
     so authorised; accordingly, it shall not (save as provided in this Clause
     8) be a 

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                                     13
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     defence to any demand made of the Borrower, nor shall the Borrower's 
     obligations hereunder be impaired by the fact (if it be the case), that
     the Fronting Bank was or might have been justified in refusing
     payment, in whole or in part, of the amounts so demanded Provided that the
     Fronting Bank shall use reasonable care to determine that any documents and
     certificates required to be delivered under any Letter of Credit or
     Contract Guarantee (as the case may be) have been delivered and that they
     comply on their face with the requirements of that Letter of Credit or
     Contract Guarantee (as the case may be) before making any payment
     thereunder.

8.5  Save as otherwise provided in this Clause 8, the obligations of the
     Borrower to the Fronting Bank in connection with any such Letter of Credit
     or Contract Guarantee (as the case may be) shall not be discharged,
     lessened or impaired by any act, omission or circumstance whatsoever which,
     but for this provision, might operate to release or exonerate the Borrower
     from all or part of such obligations or in any other way discharge, lessen
     or impair the same.

8.6  Each Bank hereby irrevocably and unconditionally agrees to indemnify and
     keep indemnified the Fronting Bank and the Overdraft Provider on demand and
     in its Proportion against each and every sum payable hereunder by the
     Borrower to the Fronting Bank and the Overdraft Provider in respect of a
     Letter of Credit or Contract Guarantee (as the case may be) or Short-Term
     Advance but which is not paid on the due date therefor.

9.   LETTER OF CREDIT AND CONTRACT GUARANTEE COMMISSIONS AND FEES

9.1  The Borrower agrees to pay the following amounts with respect to each
     Letter of Credit issued by the Fronting Bank hereunder at its request:

     (i)  in respect of each documentary Letter of Credit with a term (on issue
          thereof) of less than one year, a commission of 0.625 per cent. per
          annum on the weighted average maximum amount available from time to
          time to be drawn under such Letter of Credit. Such commission shall be
          paid to the Agent for the account of each Bank and for distribution by
          the Agent to each Bank in proportion to each Bank's allocation
          pursuant to Clause 6.2 in arrear on and to (but excluding) each 31st
          March, 30th June, 30th September and 31st December in each year during
          the term thereof and on the Expiry Date thereof, the first such
          payment to be made on 31st March, 1995 in respect of any documentary
          Letter of Credit issued prior to such date;

     (ii) in respect of each documentary Letter of Credit with a term (on issue
          thereof) of one year or more and each standby Letter of Credit, a
          commission equal to the product of (A) the weighted average Applicable
          Margin applicable to the Advances (other than Short-Term Advances)
          outstanding hereunder during the period of calculation multiplied by
          (B) the weighted average maximum amount available from time to time to
          be drawn during such period under such Letter of Credit. Such
          commission shall be paid to the Agent for the account of each Bank and
          for distribution by the Agent to each Bank in proportion to each
          Bank's allocation pursuant to Clause 6.2 in arrear on and to (but
          excluding) each 31st March, 30th June, 30th September and 31st
          December in each year during the term thereof and on the Expiry Date
          thereof, the first such payment to be made on 31st March, 1995;

   (iii)  a fronting fee, for the account of the Fronting Bank, of 0.20 per
          cent. per annum on the face amount of such Letter of Credit in
          arrear on and to (but excluding) each 


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                                     14
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          31st March, 30th June, 30th September and 31st December in each 
          year during the term thereof and on the Expiry Date thereof, 
          the first such payment to be made on 31st March, 1995 in respect
          of any such Letter of Credit issued prior to such date; and

     (iv) with respect to the issuance, any amendment and any transfer thereof
          and each drawing thereunder, in each case reasonable documentary and
          processing charges in accordance with the Fronting Bank's standard
          schedule for such charges in effect at the date of issue or the
          relevant amendment, transfer or drawing (as the case may be) of the
          relevant Letter of Credit.

9.2  In respect of each Contract Guarantee, a commission equal to the higher of
     L100 and 0.75% per annum on the weighted average maximum amount available
     from time to time to be paid under such Contract Guarantee. An amount of
     such commission equal to 0.55% per annum on the weighted average maximum
     amount available from time to time to be paid under such Contract Guarantee
     shall be paid to the Agent for the account of each Bank for distribution by
     the Agent to each Bank in proportion to each Bank's allocation pursuant to
     Clause 6.2 in arrear on and to (but excluding) each 31st March, 30th June,
     30th September and 31st December in each year during the term thereof and
     on the Expiry Date thereof, the first such payment to be made on 30th June,
     1995 in respect of any Contract Guarantee issued prior to such date. The
     balance of such commission shall be paid to the Fronting Bank for its own
     account in arrear on and to (but excluding) each 31st March, 30th June,
     30th September and 31st December in each year during the term of such
     Contract Guarantee and on the Expiry Date thereof, the first such payment
     to be made on 30th June, 1995 in respect of any such Contract Guarantee
     issued prior to such date.

10.  MAKING OF ADVANCES

10.1 If the Agent notifies any Bank or the Overdraft Provider has been requested
     to make any Advance (as the case may be) in accordance with Clause 6 that
     it is to make any Advance, and if on the proposed Utilisation Date relating
     to such an Advance:

     (i)  no Event of Default or Potential Event of Default has occurred which
          is continuing; and

     (ii) the representations and warranties set out in Section 3 of the Nu-Kote
          Guarantees are true in all material respects on and as of such
          Utilisation Date to the same extent as though made on and as of such
          Utilisation Date, except to the extent that such representations and
          warranties specifically relate to an earlier date, in which case, such
          representations and warranties shall have been true and correct in all
          material respects as of such earlier date,

     then, on such Utilisation Date, such Bank or the Overdraft Provider (as the
     case may be) shall, save as otherwise provided herein, make such Advance
     through its Facility Office to the Borrower in accordance with the
     provisions of Clause 22. Advances made hereunder shall not be represented
     by notes or other instruments evidencing indebtedness.

10.2 If, before 9:00 a.m. on the Utilisation Date of an Advance to be
     denominated in an Optional Currency, the Agent receives notice from a
     Lender that:

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<PAGE>
                                     15
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     (i)  it is impracticable for the affected lender to fund its participation
          in such Advance for its Term in that Optional Currency in the ordinary
          course of business in the London interbank market; or

     (ii) the use of the proposed Optional Currency might contravene any law or
          regulation relevant to the affected Lender,

     then:-

     (a)  the Agent shall promptly and in any event before 10.00 a.m. on that
          Utilisation Date notify the Borrower;

     (b)  if the Agent receives notice from the Borrower by 11.00 a.m. on the
          relevant Utilisation Date, that Advance shall not be made; and

     (c)  if the Agent does not receive any notice under sub-paragraph (b)
          above, then that Advance shall be denominated in sterling in an amount
          equal to its Original Sterling Amount.

10.3 The Agent shall notify each relevant Party of any applicable Agent's Spot
     Rate of Exchange or Original Sterling Amount as soon as practicable after
     it is ascertained.

11.  INTEREST

11.1 On the Repayment Date relating to each Advance made to it the Borrower
     shall pay accrued interest on that Advance.

11.2 The rate of interest applicable to an Advance (other than a Short-Term
     Advance) made by a Bank during the Term of such Advance shall be the rate
     per annum determined by the Agent to be the sum of:

     (i)   LIBOR on the Quotation Date for such Advance;

     (ii)  the Applicable Margin; and

     (iii) (in the case of an Advance denominated in sterling) the Mandatory
           Liquid Asset Costs Rate in respect thereof.

11.3 The rate of interest applicable to a Short-Term Advance shall be the rate
     per annum determined by the Agent to be the sum of:

     (i)  the base rate of the Overdraft Provider; and

     (ii) the higher of (a) the Applicable Margin and (b) one per cent.

11.4 The Agent shall promptly notify the Borrower and the relevant Banks of each
     determination of an interest rate made by it pursuant to this Clause 11.


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                                     16
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12.  REPAYMENT OF ADVANCES

12.1 The Borrower shall repay each Advance made to it in full on (or, in the
     case of a Short-Term Advance, if such Borrower so elects, before) the
     Repayment Date relating thereto.

12.2 The Borrower shall not repay all or any part of any Advance outstanding
     hereunder except at the times and in the manner expressly provided herein.

13.  CANCELLATION

13.1 The Borrower may, by giving to the Agent not less than three business days'
     prior notice to that effect, cancel the whole or any part (being a minimum
     amount of L1,300,000 and in additional integral multiples of L1,000,000) of
     the Available Facility. Any such cancellation shall reduce the Commitment
     of each Bank rateably.

13.2 Any notice of cancellation given by the Borrower pursuant to Clause 13.1
     shall be irrevocable and shall specify the date upon which such
     cancellation is to be made and the amount of such cancellation.

13.3 If (i) the Borrower is required to make any additional payment to a Lender
     pursuant to Clauses 14 or 18.2 or (ii) any Lender claims indemnification
     under Clauses 15.1 or 15.2, the Borrower may, within thirty days thereafter
     and by not less than fifteen days' prior notice to the Agent (which notice
     shall be irrevocable), cancel all or any part of such Lender's Commitment
     whereupon on the date specified in such notice its Commitment shall be
     reduced by the amount so cancelled.

13.4 If the Borrower gives notice of cancellation pursuant to Clause 13.3, it
     may at the same time as such notice expires repay each outstanding Advance
     (or, as the case may be, the relevant proportion thereof) of the relevant
     Lender together with accrued interest thereon and may procure that such
     Lender's liability under all outstanding Letters of Credit and Contract
     Guarantees (or, as the case may be and in each case, the relevant
     proportion thereof) will be secured in a manner acceptable to such Lender,
     it being understood that in no event shall any Letter of Credit or Contract
     Guarantee or the obligations of the Fronting Bank thereunder be cancelled
     and security equal to, and in the same currency as, the maximum amount that
     can be drawn under each outstanding Letter of Credit and Contract Guarantee
     issued by the Fronting Bank shall be acceptable to the Fronting Bank.

13.5 If Nu-Kote International Inc. gives notice in accordance with the Credit
     Agreement to cancel the whole or any part of a Bank's commitment under the
     Credit Agreement, the Borrower shall, at the same time, give notice in
     accordance with Clause 13.1 to cancel the whole or a proportion equal to
     the proportion to be cancelled under the Credit Agreement, of such Bank's
     Commitment hereunder. If the Borrower fails to give such a notice in
     accordance with Clause 13.1, the notice given in accordance with the Credit
     Agreement shall be deemed to be a notice under Clause 13.1, MUTATIS
     MUTANDIS.

14.  TAXES

14.1 All payments to be made by the Borrower to the Agent, any Lender or the
     Fronting Bank hereunder shall be made free and clear of and without
     deduction for or on account of tax unless the Borrower is required to make
     such a payment subject to the deduction or withholding of tax, in which
     case the Borrower shall promptly upon becoming aware thereof notify the
     Agent 



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<PAGE>
                                     17
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     thereof and the Borrower shall pay to the relevant taxing or other
     governmental authority the full amount required to be deducted or withheld
     (including the full amount required to be deducted or withheld from any
     additional amount paid by the Borrower pursuant to the succeeding sentence)
     promptly upon becoming aware of the same.  If such deduction or withholding
     is required, the sum payable by the Borrower in respect of which such
     deduction or withholding is required to be made shall be increased to the
     extent necessary to ensure that, after the making of the required deduction
     or withholding, the Agent, such Lender or, as the case may be, the Fronting
     Bank receives and retains (free from any liability in respect of any such
     deduction or withholding) a net sum equal to the sum which it would have
     received and so retained had no such deduction or withholding been made or
     required to be made. Provided that the Borrower shall not be required to
     make any additional payment to any Lender pursuant to this Clause 14.1 if:

     (i)   the law, regulation or other administrative circular requiring such
           deduction or withholding was in existence on 24th February, 1995;

     (ii)  the requirement to deduct or withhold arises as a result of such
           Lender not being or having ceased to be a Qualifying Lender;

     (iii) the requirement to deduct or withhold could have been avoided or
           reduced as a result of such Lender complying with any obligation
           it may have to provide documentation in accordance with Clause
           17.1; or

     (iv)  the requirement to deduct or withhold would not have arisen but for a
           transfer or assignment or participation in breach of Clause 30.

14.2 If a Lender shall become aware that it is eligible for a refund in respect
     of any taxes actually paid by the Borrower pursuant to Clause 14.1 hereof,
     it shall promptly notify the Borrower of the availability of such refund
     and shall, within 30 days after receipt of a request by the Borrower, apply
     for such refund or shall furnish to the Borrower such forms, duly
     completed, as will enable the Borrower to claim such refund on its own
     behalf. The Borrower shall reimburse such Lender for all costs reasonably
     incurred by it in applying for seeking such refund. If any Lender
     determines that it has received a refund in respect of any taxes paid by
     the Borrower pursuant to Clause 14.1 hereof, it shall repay such refund
     within 30 days after receipt to the Borrower to the extent of amounts not
     in excess of the amounts actually paid by the Borrower and not previously
     reimbursed in respect of the taxes giving rise to such refund net of all
     out-of-pocket expenses reasonably incurred by such Lender not previously
     reimbursed and without interest (other than interest received from the
     relevant taxing authority with respect to such refund). The Borrower, upon
     request of the relevant Lender, agrees to return to such Lender the amount
     paid to it by the applicable Lender with respect to such refund (plus
     applicable penalties, interest or other charges) in the event that such
     Lender is required to repay such refund. In addition the Agent and each
     Lender shall reasonably cooperate with the Borrower, at the Borrower's
     expense in contesting any taxes that the Borrower is required to bear
     pursuant to Clause 14.1 hereof and shall pay to the Borrower, on a net
     after tax basis, any refunds obtained as a result of such contest, together
     with any interest thereon, within 30 days of receipt. Nothing in this
     Clause 14.2 shall interfere with the right of any person to arrange its tax
     affairs in whatever manner it thinks fit nor oblige any person to disclose
     any information relating to its tax affairs or any computations in respect
     thereof to any other person.


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15.  INCREASED COSTS

15.1 If after 24th February, 1995 by reason of, (i) the introduction of or any
     change (including, without limitation, any change by way of imposition or
     increase of tax or reserve requirements) in or in the official
     interpretation of any law or regulation by the authority charged with the
     administration or interpretation thereof, or (ii) the compliance with any
     guideline or request from any central bank or other governmental authority
     or quasi-governmental authority exercising control over banks or financial
     institutions generally (whether or not having the force of law) but being a
     guideline or request with which banks are generally accustomed to comply:

     (i)   a Lender incurs a cost as a result of such Lender's having entered
           into and/or performing its obligations under this Agreement and/or
           assuming or maintaining a commitment under this Agreement and/or
           participating in one or more Advances, or Letters of Credit and/or
           one or more Contract Guarantees hereunder;

     (ii)  there is an increase in the cost to a Lender of funding or
           maintaining its participation in (a) all or any of the advances
           comprised in a class of advances formed by or including the Advances
           made or to be made hereunder, (b) all or any of the letters of credit
           comprised in a class of letters of credit formed by or including the
           Letters of Credit made or to be made hereunder and/or (c) all or any
           of the contract guarantees comprised in a class of contract
           guarantees formed by or including the Contract Guarantee issued or to
           be issued hereunder; or

     (iii) a Lender becomes liable to make any payment on account of tax or
           otherwise (not being a tax imposed on or measured by the net
           income or capital of such Lender by the jurisdiction in which it
           is incorporated or in which it or its Facility Office is located
           or centrally managed or controlled) on or calculated by reference
           to the amount of such Lender's participation in the Advances made
           or to be made hereunder and/or any Letter of Credit issued or to
           be issued hereunder and/or any Contract Guarantee issued or to be
           issued hereunder and/or to any sum received or receivable by it
           hereunder,

     then the relevant Lender shall, through the Agent, notify the Borrower of
     such cost, such increased cost or, as the case may be, such liability
     within 30 days of becoming aware of the same, demanding indemnification in
     respect thereof and upon receipt of such notice and demand, the Borrower
     shall pay to the Agent for the account of that Lender, within five business
     days after receipt of such notice and demand, additional amounts sufficient
     to indemnify that Lender against such cost, such increased cost or such
     liability. A certificate in reasonable detail as to the amount of such
     cost, increased cost or such liability submitted to the Borrower and the
     Agent by that Lender, shall, except for manifest error, be final,
     conclusive and binding for all purposes.

15.2 In the event that any Lender shall have reasonably determined that the
     adoption or implementation after 24th February, 1995 of any law, treaty,
     governmental (or quasi-governmental) rule, regulation, guideline or order
     regarding capital adequacy (other than (i) the terms, proposals and
     recommendations contained in the Basle Paper or (ii) any other rule,
     regulation, guideline or order regarding capital adequacy in effect on 24th
     February, 1995 affecting such Lender), (including, without limitation, a
     request or requirement but being a request or requirement with which banks
     are generally accustomed to comply) which affects the manner in which a
     Lender is required to or does maintain capital resources having regard to
     such Lender's obligations hereunder and to amounts owing to it hereunder or
     any change


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                                     19
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     therein or in the interpretation or application thereof, or  compliance 
     by any Lender with any request or directive regarding capital
     adequacy (whether or not having the force of law and whether or not failure
     to comply therewith would be unlawful but if not having the force of law,
     being a request or directive with which banks are generally accustomed to
     comply and in any event excluding the terms, proposals and recommendations
     contained in the Basle Paper or any other rule, regulation, guideline or
     order regarding capital adequacy in effect on 24th February, 1995 affecting
     such Lender) from any central bank or governmental agency or body having
     jurisdiction, has the effect of increasing the amount of capital required
     to be maintained by such Lender and thereby reducing the rate of return on
     such Lender's overall capital as a consequence of such Lender's obligations
     hereunder to a level below that which such Lender would have achieved but
     for the occurrence of such circumstances, then the relevant Lender shall,
     through the Agent, notify the Borrower of such event within 30 days of
     becoming aware of the same demanding indemnification in respect thereof and
     including in such notification and demand a certificate stating (a) that
     one of the events described in this Clause 15.2 has occurred and describing
     in reasonable detail the nature of such event, (b) the amount of the
     reduction in the rate of return on such Lender's capital reasonably
     determined by such Lender to be allocable to the existence of such Lender's
     obligations hereunder and (c) setting forth in reasonable detail the manner
     of calculation of the reduction in the rate of return on such Lender's
     capital and such allocated amount thereof and the Borrower shall upon
     receipt of such notice and demand pay to the Agent, for the account of such
     Lender, additional amounts sufficient to compensate such Lender for such
     reduction. A certificate as to the amount of such compensation, submitted
     to the Borrower and the Agent by such Lender shall, in the absence of
     manifest error, be final, conclusive and binding for all purposes. In
     determining such amount, a Lender may use any reasonable averaging and
     attribution method. Nothing in this Clause 15.2 is intended to provide to
     the Borrower the right to inspect the records, files or books of any
     Lender.

15.3 The Borrower shall not be required to pay any amounts pursuant to Clauses
     15.1 or 15.2:

     (i)   to the extent that such amounts are recovered under Clause 14, Clause
           18 or any other sub-clause of Clause 15;

     (ii)  to the extent that such cost, increased cost or liability would not
           have arisen but for a transfer or assignment in breach of Clause 30;

     (iii) unless the relevant Lender has delivered a notice and demand in
           the manner required by Clause 15.1 or, as the case may be, Clause
           15.2 and such certificates as are referred to in Clauses 15.1 or,
           as the case may be, 15.2; or

     (iv)  to the extent that such cost, increased cost or liability has already
           been compensated for by application of the Mandatory Liquid Asset
           Costs Rate.

16.  ILLEGALITY

     If, at any time after 24th February, 1995 it is unlawful for a Lender to
     make, fund or allow to remain outstanding all or any of the Advances made
     or to be made by it hereunder and/or all or any of the Letters of Credit or
     Contract Guarantees issued or to be issued by it hereunder then that Lender
     shall, promptly after becoming aware of the same, deliver to the Borrower
     through the Agent a certificate to that effect and, unless such illegality
     is avoided in accordance with 


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     Clause 17 taking into account any grace period allowed by any such 
     order, request or requirement:

     (i)  such Lender shall not thereafter be obliged to make any Advances or
          issue any letters of Credit or Contract Guarantees (as the case may
          be) and the amount of its Commitment shall be immediately reduced to
          zero; and

     (ii) if the Agent on behalf of such Lender so requires, the Borrower shall
          on such date as the Agent shall have specified:

          (a)  repay each outstanding Advance together with accrued interest
               thereon and all other amounts owing to such Lender; and/or

          (b)  procure that such Lender's obligations under any Letters of
               Credit or Contract Guarantees (as the case may be) will be
               secured in a manner acceptable to such Lender, it being
               understood that in no event shall any Letter of Credit or
               Contract Guarantees (as the case may be) or the obligations of
               the Fronting Bank thereunder be cancelled and security in
               sterling equal to the maximum amount that can be drawn under each
               Letter of Credit or paid under each Contract Guarantee (as the
               case may be) outstanding at such time shall be acceptable to the
               Fronting Bank.

17.  MITIGATION

17.1 If, in respect of any Lender, circumstances arise which would or would upon
     the giving of notice result in:

     (i)   the reduction of its Commitment to zero pursuant to Clause 16(i);

     (ii)  an increase in the amount of any payment to be made to it or for its
           account pursuant to Clause 14 or Clause 18.2; or

     (iii) a claim for indemnification pursuant to Clause 15.1 or 15.2,

     then, without in any way limiting, reducing or otherwise qualifying the
     rights of such Lender or the obligations of the Borrower under any of the
     Clauses referred to in (i), (ii) or (iii) above such Lender shall promptly
     upon becoming aware of the same notify the Agent thereof and, in
     consultation with the Agent and the Borrower to the extent that it can do
     so without prejudice to its own position, take such steps as it determines
     are available to it (acting reasonably) to mitigate the effects of such
     circumstances at the request and expense of the Borrower including (i) the
     transfer of its Facility Office (ii) (subject to Clause 30) the transfer of
     its rights and obligations hereunder to another financial institution
     acceptable to the Borrower and willing to participate in the Facility
     and/or (iii) within 30 days of becoming aware of the same, the execution
     and delivery to the relevant authorities (and/or the Borrower) of any
     documentation necessary to secure the benefit of any applicable double
     taxation treaty or any relevant domestic law which would operate to
     mitigate any of the circumstances referred to above Provided that such
     Lender shall be under no obligation to take any such action if, in the
     reasonable opinion of such Lender, to do so might have any adverse effect
     upon its business, operations or financial condition.

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17.2 The Borrower hereby agrees to pay all expenses reasonably incurred by any
     Lender in taking steps to mitigate the effects of circumstances giving rise
     to any of the matters referred to in Clause 17.1(i), (ii) and (iii) by
     transferring its Facility Office pursuant to Clause 17.1 to the extent that
     such expenses would not have occurred but for such transfer.

18.  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

18.1 If, in relation to any Utilisation by way of Advances (other than a Short-
     Term Advance), the Agent determines that at or about 11.00 a.m. on the
     Quotation Date for the Term in respect of such Advances none of the
     Reference Banks was offering to prime banks in the London Interbank Market
     deposits in the relevant currency for the proposed duration of such Term,
     then, notwithstanding such failure to offer deposits in that currency:

     (i)   the Agent shall notify the other parties hereto of such event;

     (ii)  such Advances shall, nevertheless, be made and the amount of interest
           payable in respect of any such Advance during its Term shall be
           determined in accordance with the following provisions of this Clause
           18; and

     (iii) if the Agent so requires, within five days of such notification
           the Agent and the Borrower shall enter into negotiations with a
           view to agreeing a substitute basis for determining the rates of
           interest which may be applicable to such Advances and Advances in
           the future and any such substitute basis that is agreed shall
           take effect in accordance with its terms and be binding on each
           party hereto Provided that the Agent may not agree any such
           substitute basis without the prior written consent of each Bank.

18.2 If no substitute basis is agreed within 10 business days pursuant to Clause
     18.1(iii) in respect of such Advances, any such Advance made by a Bank
     pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate
     per annum equal to the sum of the Applicable Margin at such time, the
     Mandatory Liquid Asset Costs Rate (if applicable) and the cost to such Bank
     (as certified by it in good faith to the Agent with a copy to the Borrower
     and expressed as a rate per annum) of funding such Advance from whatever
     sources it may reasonably select.

19.  ACCELERATION EVENT

     If one or more Events of Default shall have occurred then at any time
     thereafter and so long as the Event of Default in question is continuing
     unremedied or unwaived, the Agent (if so instructed by the Requisite
     Lenders) shall:

     (i)   cancel the Commitments whereupon the same shall be so cancelled and
           reduced to zero; and/or

     (ii)  declare any outstanding Advances to be immediately due and payable,
           whereupon the same shall become so due and payable, together with
           accrued interest thereon and all other sums due hereunder forthwith;
           and/or

     (iii) require the Borrower to provide security in respect of each
           Letter of Credit and Contract Guarantee issued at its request in
           a manner acceptable to the Fronting Bank in the currency of each
           such Letter of Credit or Contract Guarantee, it being 


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                                     22
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           understood that in no event shall any Letter of Credit or 
           Contract Guarantee or the obligations of the Fronting Bank 
           thereunder be cancelled and security equal to, and in the same 
           currency as, the maximum amount that can be drawn under each 
           Letter of Credit outstanding at such time or paid under each 
           Contract Guarantee at such time shall be Acceptable to the 
           Fronting Bank.

20.  DEFAULT INTEREST AND INDEMNITIES

20.1 If any amount of principal, Commitment Fee, or interest due and payable by
     the Borrower hereunder is not paid on the due date therefor, the Borrower
     does not reimburse the Fronting Bank for any drawing under a Letter of
     Credit hereunder on the due date therefor, the Borrower does not reimburse
     the Fronting Bank for any claim under a Contract Guarantee hereunder on the
     due date therefore, any fees (other than the Commitment Fee) and other
     amounts payable by the Borrower hereunder are not paid within ten days of
     the due date therefor, or if any sum due and payable by the Borrower under
     any judgment of any court in connection herewith is not paid in accordance
     with the requirements of such judgment, the period beginning on such due
     date or, as the case may be, the date required by such judgment and ending
     on the date upon which the obligation of the Borrower to pay such sum (the
     balance thereof for the time being unpaid being herein referred to as an
     "UNPAID SUM") is discharged shall be divided into successive periods, each
     of which (other than the First) shall start on the last day of the
     preceding such period and the duration of each of which shall (except as
     otherwise provided in this Clause 20) be reasonably selected by the Agent.

20.2 During each such period relating thereto as is mentioned in Clause 20.1 an
     unpaid sum shall bear interest at the rate per annum which is the sum from
     time to time of two per cent., the Applicable Margin at such time, the
     Mandatory Liquid Asset Costs Rate Formula (if applicable) and LIBOR on the
     Quotation Date therefor Provided that:

     (i)  if, for any such period, LIBOR cannot be determined, the rate of
          interest applicable to such unpaid sum in respect of the Agent or any
          Lender shall be the sum from time to time of two per cent., the
          Applicable Margin at such time, the Mandatory Liquid Asset Costs Rate
          Formula (if applicable) and the rate per annum notified to the Agent
          by such person (as certified by it in good faith to the Borrower with
          a copy to the Agent) to be that which expresses as a percentage rate
          per annum the cost to such person of funding from whatever sources it
          may reasonably select its portion of such unpaid sum for such period;
          and

     (ii) if such unpaid sum is all or part of an Advance which became due and
          payable on a day other than the last day of the Term thereof, the
          first such period applicable thereto shall be of a duration equal to
          the unexpired portion of that Term and the rate of interest applicable
          thereto from time to time during such period shall be that which
          exceeds by one per cent. the rate which would have been applicable to
          it had it not so fallen due.

20.3 Any interest which shall have accrued under Clause 20.2 in respect of an
     unpaid sum shall be due and payable and shall be paid by the Borrower at
     the end of the period by reference to which it is calculated.

20.4 If any Lender or the Agent on its behalf receives or recovers all or any
     part of an Advance made by such Lender otherwise than on the last day of
     the Term thereof, the Borrower shall 


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<PAGE>
                                     23
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     pay to the Agent on demand for the account of such Lender an amount 
     equal to the amount (if any) by which (i) the additional interest which 
     would have been payable on the amount so received or recovered had it 
     been received or recovered on the last day of the Term thereof exceeds 
     (ii) the amount of interest which in the opinion of the Agent would have 
     been payable to the Agent on the last day of the Term thereof in respect 
     of a deposit in the currency of the amount so received or recovered equal 
     to the amount so received or recovered placed by it with a prime bank in 
     the London Interbank Market for a period starting on the third business 
     day following the date of such receipt or recovery and ending on the last
     day of the Term thereof.

20.5 Any unpaid sum shall (for the purposes of this Clause 20 and Clause 15) be
     treated as an advance and accordingly in this Clause 20 and Clause 15 the
     term "ADVANCE" includes any unpaid sum and "TERM", in relation to an unpaid
     sum, includes each such period relating thereto as is mentioned in Clause
     20.1.

20.6 If a person receives an amount in respect of the Borrower's liability under
     the Finance Documents or if that liability is converted into a claim,
     proof, judgment or order in a currency other than the currency (the
     "CONTRACTUAL CURRENCY") in which the amount is expressed to be payable
     under the relevant Finance Document:

     (i)   the Borrower shall indemnify that person as an independent obligation
           against any loss or liability arising out of or as a result of the
           conversion;

     (ii)  if the amount received by that person, when converted into the
           contractual currency at a market rate in the usual course of its
           business, is less than the amount owed in the contractual currency,
           the Borrower shall forthwith on demand pay to that person an amount 
           in the contractual currency equal to the deficit; and

     (iii) the Borrower shall pay to the person concerned on demand any exchange
           costs and taxes payable in connection with any such conversion.

     The Borrower waives any right it may have in any jurisdiction to pay any
     amount under the Finance Documents in a currency other than that in which
     it is expressed to be payable.

21.  CURRENCY OF ACCOUNT

21.1 A repayment or prepayment of an Advance, or a payment by the Borrower in
     accordance with Clause 8.2, is payable in the currency in which that
     Advance or relevant Amount Demanded, as the case may be, is denominated.

21.2 Interest is payable in the currency in which the relevant amount in respect
     of which it is payable is denominated.

21.3 Amounts payable in respect of costs, expenses, taxes and the like are
     payable in the currency in which they are incurred.

21.4 Any other amount payable under this Agreement is, except as otherwise
     provided in this Agreement, payable in sterling.


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22.  PAYMENTS

22.1 On each date on which this Agreement requires an amount to be paid by the
     Borrower or any of the Lenders hereunder, the Borrower or, as the case may
     be, such Lender shall make the same available in same day funds to the
     Agent or to its account at such office or bank as it may notify to the
     Borrower or Lender for this purpose.

22.2 Save as otherwise provided herein, each payment received by the Agent for
     the account of another person shall be made available by the Agent to such
     other person (in the case of a Lender, for the account of its Facility
     Office) for value the same day by transfer to such account of such person
     with such bank in the principal financial centre of the relevant currency
     as such person shall have previously notified to the Agent.

22.3 All payments required to be made by the Borrower hereunder shall be
     calculated without reference to any set-off or counterclaim and shall be
     made free and clear of and without any deduction for or on account of any
     set-off or counterclaim.

22.4 Where a sum is to be paid hereunder to the Agent for account of another
     person, the Agent shall not be obliged to make the same available to that
     other person until it has been able to establish to its satisfaction that
     it has actually received such sum, but if it does so and it proves to be
     the case that it had not actually received such sum, then the person to
     whom such sum was so made available shall on request refund the same to the
     Agent together with an amount sufficient to indemnify the Agent against any
     cost or loss it may have suffered or incurred by reason of its having paid
     out such sum prior to its having received such sum.

23.  SET-OFF AND NETTING OF PAYMENTS

23.1 The Borrower authorises each Lender upon the occurrence of an Event of
     Default and consequent acceleration of the obligations of the Borrower
     hereunder pursuant to Clause 19 hereof to apply any credit balance to which
     the Borrower is entitled on any account of the Borrower with that Lender in
     satisfaction of any sum due and payable from the Borrower to such Lender
     hereunder but unpaid; for this purpose, each Lender is authorised to
     purchase with the moneys standing to the credit of any such account such
     other currencies as may be necessary to effect such application. Such
     Lender shall notify the Borrower of any such application. No Lender shall
     be obliged to exercise any right given to it by this Clause 23.

23.2 If, on any occasion, the Agent receives a payment for the account of the
     Borrower pursuant to Clause 22.1, the Agent may make available such payment
     to the Borrower by application:

     (i)  first, in or towards payment the same day of any amount then due from
          the Borrower hereunder to the person from whom the amount was so
          received; and

     (ii) secondly, in or towards payment the same day to the account of the
          Borrower with such Lender in London as the Borrower shall have
          previously notified to the Agent for this purpose.

24.  REDISTRIBUTION OF PAYMENTS

24.1 Subject to Clause 24.2, if, at any time, the proportion which any Bank (a
     "RECOVERING BANK") has received or recovered (whether by payment, the
     exercise of a right of set-off or combination 

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<PAGE>
                                     25
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     of accounts or otherwise) in  respect of its portion of any payment (a 
     "RELEVANT PAYMENT") to be made under this Agreement by the Borrower for 
     account of such Recovering Bank and one or more other Banks is greater 
     (the portion of such receipt or recovery giving rise to such excess 
     proportion being herein called an "EXCESS AMOUNT") than the proportion 
     thereof so received or recovered by the Bank or Banks so receiving or 
     recovering the smallest proportion thereof, then:

     (i)   such Recovering Bank shall pay to the Agent an amount equal to such
           excess amount;

     (ii)  there shall thereupon fall due from the Borrower to such Recovering
           Bank an amount equal to the amount paid out by such Recovering Bank
           pursuant to paragraph (i) above, the amount so due being, for the
           purposes hereof, treated as if it were an unpaid part of such
           Recovering Bank's portion of such relevant payment; and

     (iii) the Agent shall treat the amount received by it from such
           Recovering Bank pursuant to paragraph (i) above as if such amount
           had been received by it from the Borrower in respect of such
           relevant payment and shall pay the same to the persons entitled
           thereto (including such Recovering Bank) pro rata to their
           respective entitlements thereto.

24.2 If any Bank shall commence any action or proceeding in any court to enforce
     its rights hereunder and, as a result thereof or in connection therewith,
     shall receive any excess amount (as defined in Clause 24.1), then such Bank
     shall not be required to share any portion of such excess amount with any
     Bank which has the legal right to, but does not, join in such action or
     proceeding or commence and diligently prosecute a separate action or
     proceeding to enforce its rights in another court.

25.  FEES

     The Borrower shall pay to the Agent for account of each Bank a Commitment
     Fee (the "COMMITMENT FEE") on the amount of such Bank's Available
     Commitment (less, if such Bank is also the Overdraft Provider, the
     Overdraft Provider's outstanding Short-Term Advances on such day) from day
     to day during the period beginning on 24th February, 1995 and ending on the
     Termination Date at the applicable Commitment Fee Percentage per annum and
     payable in arrear on and to (but excluding) each 31st March, 30th June,
     30th September and 31st December falling during the term of this Agreement
     and on the Termination Date. For this purpose, Utilisations are taken at
     their Original Sterling Amount.

26.  COSTS AND EXPENSES

26.1 Except as otherwise agreed in writing by the Agents, Arrangers and the
     Borrower, whether or not the Closing Date shall occur, the Borrower shall,
     on demand of an Agent or an Arranger, reimburse such Agent or, as the case
     may be, such Arranger to the extent not recovered under any other Loan
     Documents (as defined in the Credit Agreement) or other Finance Documents,
     for:

     (i)   all reasonable costs of furnishing all opinions required hereunder by
           counsel for the Borrower (including, without limitation, any opinions
           reasonably requested by such Agent as to any legal matters arising
           hereunder or under any Security Document) and of the Borrower's
           compliance with all agreements and conditions contained herein or in




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<PAGE>
                                     26
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           any Finance Document on its part to be performed or complied with
           together with any VAT thereon;

     (ii)  the reasonable fees, expenses and disbursements of counsel to such
           Agent together with any VAT thereon properly incurred in connection
           with the negotiation, preparation, execution and administration of
           this Agreement and the Finance Documents, each Advance made, and each
           Letter of Credit and Contract Guarantee issued, thereunder and any
           amendments and waivers thereto;

     (iii) all the actual costs and expenses of creating and perfecting any
           encumbrance in favour of the Lenders contemplated by the Finance
           Documents including filing and recording fees and expenses, stamp
           duty or similar taxes, reasonable fees and expenses of legal
           counsel for providing such legal opinions as such Agent may
           reasonably request in connection therewith and reasonably fees
           and expenses of legal counsel to such Agent;

     (iv)  all costs and expenses (including reasonable legal fees) incurred by
           such Agent in connection with the preservation and enforcement of any
           of the rights of such Agent and the Lenders in connection with any
           work-out or collection of any of the obligations of the Borrower 
           under this Agreement and the Finance Documents or enforcement of this
           Agreement or the Finance Documents;

     (v)   all reasonable accountable out-of-pocket expenses (including travel
           and due diligence expenses) incurred by such Arranger in connection
           with the negotiation, closing and syndication of the Finance 
           Documents Provided that the amount of all such out-of-pocket 
           expenses incurred by such Arranger (and the administrative agent 
           under the Credit Agreement and all other Loan Documents (as defined
           in the Credit Agreement)) shall not in the aggregate exceed 
           US$50,000; and

     (vi)  all other actual and reasonable out-of-pocket expenses incurred by 
           the Agent in connection with the making of Advances and issuance of
           Letters of Credit and Contract Guarantees hereunder.

26.2 If the Borrower fails to perform any of its obligations under Clause 26.1,
     each Bank shall, in its Proportion, indemnify each Agent and Arranger
     against any loss incurred by it as a result of such failure and the
     Borrower shall forthwith reimburse each Bank for any payment made by it
     pursuant to Clause 26.1.

26.3 In addition to the provisions of Clause 26.1 and whether or not the Closing
     Date shall occur, the Borrower agrees to indemnify, pay and hold each Agent
     and each Lender, and their respective officers, directors, employees,
     agents, and affiliates (collectively called the "INDEMNITEES") harmless
     from and against, any and all other liabilities, obligations, losses,
     damages, penalties, actions, judgments, suits, claims, and out-of-pocket
     costs, expenses and disbursements of any kind or nature whatsoever
     (including, without limitation, reasonable legal fees) in connection with
     any investigative, administrative or judicial proceeding commenced or
     threatened, whether or not such Indemnitee shall be designated a party
     thereto, that may be imposed on, incurred by, or asserted against that
     Indemnitee, in any manner relating to or arising out of this Agreement or
     any Finance Document, or the use or intended use of the proceeds thereof or
     in any way relating to or resulting from the actions or assets of the
     Borrower or any of their respective subsidiaries (the "INDEMNIFIED
     LIABILITIES") Provided that the Borrower shall have no obligation under
     this Clause 26.3 to any Indemnitee arising from


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     the fraud, gross negligence, wilful misconduct or wilful breach of this 
     Agreement or any Finance Document by any party hereto and its related 
     Indemnitees.

27.  THE AGENTS, THE ARRANGERS AND THE LENDERS

27.1 The Arrangers and each Lender hereby appoints the Agent to act as its agent
     in connection with this Agreement and the Finance Documents and the
     Collateral Agent to act as its agent in connection with the Collateral
     Documents and authorises each of the Agent and the Collateral Agent to
     exercise such rights, powers, authorities and discretions as are
     specifically delegated to the Agent by the terms hereof together with all
     such rights, powers, authorities and discretions as are reasonably
     incidental thereto.

27.2 Each of the Agent and the Collateral Agent may:

     (i)   assume that:

           (a)  any representation made by any Obligor in connection with any
                Finance Document is true;

           (b)  no Event of Default has occurred;

           (c)  no Obligor is in breach of or default under its obligations 
                under any Finance Document; and

           (d)  any right, power, authority or discretion vested in a Finance
                Document upon the Requisite Lenders, the Lenders or any other
                person or group of persons has not been exercised,

           unless it has, in its capacity as agent for the Lenders hereunder,
           received notice to the contrary from any other party hereto;

     (ii)  assume that the Facility Office of each Lender is that identified 
           with its signature below (or, in the case of a Transferee, at the 
           end of the Transfer Certificate to which it is a party as Transferee,
           or in the case of an Overdraft Facility Transferee, at the end of the
           Overdraft Provider Transfer Certificate to which it is a party as the
           Overdraft Facility Transferee) until it has received from such Lender
           a notice designating some other office of such Lender to replace its
           Facility Office and act upon any such notice until the same is
           superseded by a further such notice;

     (iii) engage and pay for the advice or services of any lawyers, 
           accountants, surveyors or other experts whose advice or services
           may to it seem necessary, expedient or desirable and rely upon
           any advice so obtained;

     (iv)  rely as to any matters of fact which might reasonably be expected to
           be within the knowledge of the Borrower upon a certificate signed by
           or on behalf of the Borrower;

     (v)   rely upon any communication or document believed by it to be genuine;

     (vi)  refrain from exercising any right, power or discretion vested in it 
           as Agent under any Finance Document unless and until instructed by 
           the Requisite Lenders as to whether 


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                                    28
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           or not such right, power or discretion is to be exercised and, 
           if it is to be exercised, as to the manner in which it should be 
           exercised; and

     (vii) refrain from acting in accordance with any instructions of the
           Requisite Lenders to begin any legal action or proceeding arising
           out of or in connection with this Agreement or any other Finance
           Document until it shall have received such security as it may
           require (whether by way of payment in advance or otherwise) for
           all costs, claims, losses, expenses (including, without
           limitation, legal fees) and liabilities together with any VAT
           thereon which it will or may expend or incur in complying with
           such instructions.

27.3 Each of the Agent and the Collateral Agent shall:

     (i)   promptly inform each Lender of the contents of any notice or document
           received by it in its capacity as Agent or, as the case may be,
           Collateral Agent from an Obligor under a Finance Document;

     (ii)  promptly notify each Lender of the occurrence of any Event of Default
           or any default by an Obligor in the due performance of or compliance
           with its obligations under a Finance Document of which it has notice
           from any other party hereto;

     (iii) save as otherwise provided herein, act as agent hereunder in
           accordance with any instructions given to it by the Requisite
           Lenders, which instructions shall be binding on all of the
           Lenders; and

     (iv)  if so instructed by the Requisite Lenders, refrain from exercising 
           any right, power or discretion vested in it as agent hereunder.

27.4 Notwithstanding anything to the contrary expressed or implied herein,
     neither the Agent, the Collateral Agent nor any Arranger shall:

     (i)   be bound to enquire as to:

           (a)  whether or not any representation made by an Obligor in
                connection with a Finance Document is true;

           (b)  the occurrence or otherwise of any Event of Default;

           (c)  the performance by each Obligor of its obligations under each
                Finance Document to which it is a party; or

           (d)  any breach of or default by an Obligor of or under its
                obligations under any Finance Document;

     (ii)  be bound to account to any Lender for any sum or the profit element 
           of any sum received by it for its own account;

     (iii) be bound to disclose to any other person any information relating
           to the Borrower if such disclosure would or might in its opinion
           constitute a breach of any law or regulation or be otherwise
           actionable at the suit of any person; or

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     (iv)  be under any obligations other than those for which express provision
           is made herein.

27.5  Each Lender shall, in its Proportion, from time to time on demand by the
      Agent or as the case may be, the Collateral Agent, indemnify the Agent or
      as the case may be, the Collateral Agent against any and all costs, 
      claims, losses, expenses (including, without limitation, legal fees) and
      liabilities together with any VAT thereon which it may incur, otherwise
      than by reason of its own gross negligence or wilful misconduct, in 
      acting in its capacity as agent hereunder.

27.6  The Agent, the Collateral Agent and the Arrangers do not accept any
      responsibility for the accuracy and/or completeness of any information
      supplied by the Borrower in connection herewith or for the legality,
      validity, effectiveness, adequacy or enforceability of this Agreement or
      any other Finance Document and the Agent, the Collateral Agent, and the
      Arrangers shall not be under any liability as a result of taking or
      omitting to take any action in relation to this Agreement or any other
      Finance Document, save in the case of fraud, gross negligence or wilful
      misconduct.

27.7  Each of the Lenders agrees that it will not assert or seek to assert
      against any director, officer or employee of the Agent, the Collateral
      Agent or any Arranger any claim it might have against any of them in
      respect of the matters referred to in Clause 27.6.

27.8  The Agent, the Collateral Agent and each of the Arrangers may accept
      deposits from, lend money to and generally engage in any kind of banking 
      or other business with the Borrower.

27.9  Each of the Agent and the Collateral Agent may resign its appointment
      hereunder at any time without assigning any reason therefor by giving not
      less than thirty days' prior written notice to that effect to each of the
      other parties hereto and by appointing any of its affiliates in its stead,
      such appointment to take effect from the date of resignation of the
      resigning agent.

27.10 If a successor to the Agent or the Collateral Agent is appointed under
      the provisions of Clause 27.9, then (i) the retiring Agent shall be
      discharged from any further obligation hereunder but shall remain
      entitled to the benefit of the provisions of this Clause 27 and (ii)
      its successor and each of the other parties hereto shall have the same
      rights and obligations amongst themselves as they would have had if
      such successor had been a party hereto.

27.11 It is understood and agreed by each Lender that it has itself been,
      and will continue to be, solely responsible for making its own independent
      appraisal of and investigations into the financial condition,
      creditworthiness, condition, affairs, status and nature of the Borrower
      and, accordingly, each Lender warrants to the Agent, the Collateral Agent
      and the Arrangers that it has not relied on and will not hereafter rely on
      the Agent, the Collateral Agent and the Arrangers or any one of them:

     (i)  to check or enquire on its behalf into the adequacy, accuracy or
          completeness of any information provided by the Borrower in connection
          with any Finance Document or the transactions therein contemplated
          (whether or not such information has been or is hereafter circulated
          to such Lender by the Agent, the Collateral Agent and the Arrangers or
          any one of them): or

     (ii) to assess or keep under review on its behalf the financial condition,
          creditworthiness, condition, affairs, status or nature of the
          Borrower.


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<PAGE>
                                     30
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27.12 In acting as agent, collateral agent and/or arrangers for the Lenders,
      the agency division of each of the Agent, the Collateral Agent and each
      Arranger shall be treated as a separate entity from any other of its
      divisions or departments and, notwithstanding the foregoing provisions of
      this Clause 27, in the event that the Agent, the Collateral Agent or, as
      the case may be, any Arranger should act for the Borrower in any capacity
      in relation to any other matter, any information given by the Borrower to
      the Agent, the Collateral Agent or, as the case may be, such Arranger in
      such other capacity may be treated as confidential by the Agent, the
      Collateral Agent or, as the case may be, such Arranger.

28.   BENEFIT OF AGREEMENT

      This Agreement shall be binding upon and ensure to the benefit of each
      party hereto and its or any subsequent successors, Transferees, Overdraft
      Facility Transfees and permitted assigns.

29.   ASSIGNMENTS AND TRANSFERS BY THE BORROWER

      The Borrower shall not be entitled to assign or transfer all or any of its
      rights, benefits and obligations hereunder.

30.   ASSIGNMENTS AND TRANSFERS BY BANKS


30.1  Any Bank may, at any time, assign all or any of its rights and benefits
      hereunder, sell participations in, or transfer in accordance with Clause
      30.3 but not otherwise) all or any of its rights, benefits and obligations
      hereunder to any person Provided that:

      (i)  no such assignment or transfer may be made:

           (a)  unless the Bank also transfers or assigns to the same person a
                pro rata share of its rights, benefits and obligations (if any)
                under the Credit Agreement and the Swiss Facility;

           (b)  without the prior written consent of the Borrower, the Fronting
                Bank, the Overdraft Provider and the Agent, such consent not to
                be unreasonably withheld or delayed;

           (c)  otherwise than to a Qualifying Lender; and

           (d)  if the result thereof, at the time of such transfer or 
                assignment or immediately thereafter, would be that the Borrower
                would be liable to pay an additional amount or amounts pursuant
                to Clauses 14 or 15 which additional amount or amounts would not
                have been payable had no such transfer or assignment occurred 
                unless such Transferee or assignee agrees to waive its rights 
                to receive such additional amount or amounts; and

      (ii) no such participation may be made unless:

           (a)  the relevant Bank remains the lender of record hereunder and the
                proposed participant does not become the lender of record
                hereunder;


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<PAGE>
                                     31
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           (b)  the relevant Bank's obligations hereunder shall remain unchanged
                and it shall remain solely responsible for the performance
                thereof;

           (c)  all parties hereto shall be entitled to deal solely with the
                relevant Bank in connection with its Commitment and other rights
                and obligations of the relevant Bank under the Finance 
                Documents;
 
           (d)  such participant is a Qualifying Lender:

           (e)  such Bank shall be solely responsible for any withholding taxes
                or filing or reporting requirements relating to such
                participation and shall hold harmless the Borrower and the Agent
                against the same; and

           (f)  any such participant which is not an affiliate of the relevant
                Bank shall not be entitled to require the relevant Bank to take
                or omit to take any action under any Finance Document except
                action directly affecting the extension of the "Termination 
                Date" hereunder or the reduction of the principal amount or the
                decrease in the rate of interest payable hereunder or any fees
                related thereto.

30.2 If any Bank assigns all or any of its rights and benefits hereunder in
     accordance with Clause 30.1, then, unless and until the assignee has agreed
     with the Agent, the Arrangers and the other Banks that it shall be under
     the same obligations towards each of them as it would have been under if it
     had been an original party hereto as a Bank, the Agent, the Arrangers and
     the other Banks shall not be obliged to recognise such assignee as having
     the rights against each of them which it would have had if it had been such
     a party hereto.

30.3 If any Bank wishes to transfer all or any of its rights, benefits and/or
     obligations hereunder as contemplated in Clause 30.1, then such transfer
     shall be effected by the delivery to the Borrower and the Agent of a duly
     completed and duly executed Transfer Certificate in which event, on the
     later of the Transfer Date specified in such Transfer Certificate and the
     fifth business day after (or such earlier business day endorsed by the
     Agent on such Transfer Certificate falling on or after) the date of
     delivery of such Transfer Certificate to the Agent:

     (i)   to the extent that in such Transfer Certificate the Bank party 
           thereto seeks to transfer its rights, benefits and obligations 
           hereunder, the Borrower and such Bank shall be released from 
           further obligations towards one another hereunder and their 
           respective rights against one another shall be cancelled (such 
           rights, benefits and obligations being referred to in this Clause 
           30.3 as "discharged rights and obligations");

     (ii)  the Borrower and the Transferee party thereto shall assume 
           obligations towards one another and/or acquire rights against one
           another which differ from such discharged rights and obligations 
           only insofar as the Borrower and such Transferee have assumed and/or
           acquired the same in place of the Borrower and such Bank;
 
     (iii) the Agent, the Arrangers, such Transferee and the other Banks
           shall acquire the same rights and benefits and assume the same
           obligations between themselves as they would have acquired and
           assumed had such Transferee been an original party hereto as a
           Bank with the rights, benefits and/or obligations acquired or
           assumed by it as a result of such transfer; and


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<PAGE>
                                     32
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     (iv) to the extent that in such Transfer Certificate the Bank party thereto
          seeks to transfer its Commitment, the Transferee shall replace such
          Bank under the terms of any relevant Letter of Credit or Contract
          Guarantee.

30.4 On the date upon which a transfer takes effect pursuant to Clause 30.3, the
     Transferee in respect of such transfer shall pay to the Agent for its own
     account a transfer fee of L500.

30.5 The Borrower may, at any time and from time to time, upon notice to the
     Agent, request that a different Lender specified by the Borrower be
     appointed as the Overdraft Provider. Promptly upon such other Lender
     agreeing to such request and repayment of all outstanding Short-Term
     Advances together with accrued interest thereon to the existing Overdraft
     Provider, the existing Overdraft Provider shall transfer to such Lender all
     (but not part) of its rights, benefits and obligations hereunder as the
     Overdraft Provider.

     Any transfer contemplated by this Clause 30.5 shall be effected by the
     delivery to the Borrower and the Agent of a duly completed and duly
     executed Overdraft Provider Transfer Certificate in which event, on the
     later of the Transfer Date specified in such certificate and the fifth
     business day after (or such earlier business day endorsed by the Agent on
     such certificate falling on or after) the date of delivery of such
     certificate to the Agent:

     (i)   the Borrower and the Overdraft Provider shall be released from 
           further obligations towards one another hereunder and their 
           respective rights against one another shall be cancelled;

     (ii)  the Borrower and the Overdraft Facility Transferee shall acquire the
           same rights and benefits and assume the same obligations towards one
           another as they would have acquired and assumed had the Overdraft
           Facility Transferee been an original party hereto as the Overdraft
           Provider; and

     (iii) the Agents, the Arrangers, the Overdraft Facility Transferee and
           the other parties hereto shall acquire the same rights and
           benefits and assume the same obligations between themselves as
           they would have acquired and assumed had the Overdraft Facility
           Transferee been an original party hereto as the Overdraft
           Provider with the rights, benefits and/or obligations acquired or
           assumed by it as a result of such transfer.

31.  DISCLOSURE OF INFORMATION

     Each Lender shall take normal and reasonable precautions to maintain the
     confidentiality of all information obtained pursuant to the requirements of
     any Finance Document which has been identified as such by the Borrower
     (including, without limitation, the reports delivered pursuant to the Third
     Schedule to the Original Agreement) but may, in any event, make disclosures
     reasonably required by any bona fide assignee, Transferee, Overdraft
     Facility Transferee or participant (or prospective assignee, Transferee or
     participant) in connection with the contemplated assignment or transfer of
     any of its rights and obligations thereunder Provided that (a) such
     assignee, Transferee, Overdraft Facility Transferee, participant or person
     agrees to comply with the provisions of this Clause 31, (b) such
     prospective assignee, Transferee, Overdraft Facility Transferee or
     participant shall have executed a confidentiality agreement substantially
     in the form of the Exhibit, and (c) no Lender shall be obliged or required
     to return any written information or other materials furnished by the
     Borrower in connection with any 


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<PAGE>
                                    33
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     Finance Document.  Notwithstanding the foregoing, the Agents and/or any 
     Lender shall be entitled to disclose any such information:

     (i)   if required to do so by an order of a court of a competent
           jurisdiction whether in pursuance of any procedure for discovering
           documents or otherwise; or

     (ii)  if required by any law or regulation having the force of law; or

     (iii) pursuant to any requirement or request of any fiscal, monetary,
           tax, governmental or other competent authority; or

     (iv)  to its auditors, legal or other professional advisors; or

     (v)   which is in the public domain,

     and unless specifically prohibited by applicable law or court order, such
     Lender shall notify the Borrower of any disclosure pursuant to paragraphs
     (i), (ii) and (iii).

32.  CALCULATIONS AND EVIDENCE OF DEBT

32.1 Interest and Commitment Fee shall accrue from day to day and shall be
     calculated on the basis of a year of 365 days or (in the case of interest
     payable on an amount denominated in an Optional Currency) 360 days and the
     actual number of days elapsed.

32.2 Letter of Credit and Contract Guarantee commission in respect of any Letter
     of Credit or Contract Guarantee, and any period of the Term thereof
     determined pursuant to Clause 9, shall be calculated on the basis of a year
     of 365 days or (in the case of a Letter of Credit or Contract Guarantee
     denominated in an Optional Currency) 360 days and the actual number of days
     in such period (or, in any case where market practice differs, in
     accordance with market practice).

32.3 If on any occasion a Reference Bank or Bank fails to supply the Agent with
     a quotation required of it under the foregoing provisions of this
     Agreement, the rate for which such quotation was required shall be
     determined from those quotations which are supplied to the Agent.

32.4 Each Lender shall maintain in accordance with its usual practice accounts
     evidencing the amounts from time to time lent by and owing to it hereunder.

32.5 The Agent shall maintain on its books a control account or accounts in
     which shall be recorded (i) the amount of any Advance made or arising
     hereunder (and the name of the Lender to which such sum relates) and the
     face amount of any Letter of Credit issued or Contract Guarantee (and each
     Lender's share therein), (ii) the amount of all principal, interest and
     other sums due or to become due from the Borrower to any of the Lenders
     hereunder and each Lender's share therein and (iii) the amount of any sum
     received or recovered by the Agent hereunder and each Lender's share
     therein.

32.6 In any legal action or proceeding arising out of or in connection with this
     Agreement, the entries made in the accounts maintained pursuant to Clauses
     32.4 and 32.5 shall in the absence of manifest error be conclusive evidence
     of the existence and amounts of the obligations of the Borrower therein
     recorded.


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<PAGE> 
                                     34
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32.7 A certificate of a Lender as to (i) the amount by which a sum payable to it
     hereunder is to be increased under Clause 14 or (ii) the amount for the
     time being required to indemnify it against any such cost, payment or
     liability as is mentioned in Clause 15 shall, in the absence of manifest
     error, be conclusive for the purposes of this Agreement.

32.8 Each Lender hereby represents that as at 24th February, 1995 (i) its
     participation as a Lender hereunder and extension of credit in respect
     hereof will not require registration or qualification under any applicable
     securities laws nor is it illegal (as referred to in Clause 16), and (ii)
     it is a Qualifying Lender.

33.  REMEDIES AND WAIVERS

     No failure to exercise, nor any delay in exercising, on the part of the
     Agent, the Arrangers and the Lenders or any of them, any right or remedy
     hereunder shall operate as a waiver thereof, nor shall any single or
     partial exercise of any right or remedy prevent any further or other
     exercise thereof or the exercise of any other right or remedy. The rights
     and remedies herein provided are cumulative and not exclusive of any rights
     or remedies provided by law.

34.  PARTIAL INVALIDITY

     If, at any time, any provision hereof is or becomes illegal, invalid or
     unenforceable in any respect under the law of any jurisdiction, neither the
     legality, validity or enforceability of the remaining provisions hereof nor
     the legality, validity or enforceability of such provision under the law of
     any other jurisdiction shall in any way be affected or impaired thereby.

35.  NOTICES


35.1 Each communication to be made hereunder shall, unless otherwise stated, be
     made in writing by telex, telefax or letter.

35.2 Any communication or document (unless made by telefax) to be made or
     delivered by one person to another pursuant to this Agreement shall (unless
     that other person has by fifteen days written notice to the Agent specified
     another address) be made or delivered to that other person at the address
     identified with its signature below (or, in the case of a Transferee, at
     the end of the Transfer Certificate to which it is a party as Transferee,
     or in the case of an Overdraft Facility Transferee, at the end of the
     Overdraft Provider Transfer Certificate to which it is a party of the
     Overdraft Facility Transferee) and shall be deemed to have been made or
     delivered when despatched and the appropriate answerback received (in the
     case of any communication made by telex) or (in the case of any
     communication made by letter) when left at that address or (as the case may
     be) ten days after being deposited in the post postage prepaid in an
     envelope addressed to it at that address Provided that any communication or
     document to be made or delivered to the Agent shall be effective only when
     received by the Agent and then only if the same is expressly marked for the
     attention of the department or officer identified with the Agent's
     signature below (or such other department or officer as the Agent shall
     from time to time specify for this purpose).

35.3 Where any provision of this Agreement specifically contemplates telephone
     or telefax communication made by one person to another, such communication
     shall be made to that other person at the relevant telephone number
     specified by it from time to time for the purpose and shall be deemed to
     have been received when made (in the case of any communication by


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<PAGE>
                                    35
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     telephone) or when transmission has been completed (in the case of any
     telecommunication by telefax). Each such telefax communication, if made to
     the Agent by the Borrower shall be signed by the person or persons
     authorised by the Borrower in the certificate delivered pursuant to the
     Third Schedule of the Original Agreement and shall be expressed to be for
     the attention of the department or officer whose name has been notified for
     the time being for that purpose by the Agent to the Borrower.

35.4 Each communication and document made or delivered by one party to another
     pursuant to this Agreement shall be in the English language or accompanied
     by a translation thereof into English certified (by an officer of the
     person making or delivering the same) as being a true and accurate
     translation thereof.

36.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts and by
     different parties hereto on separate counterparts each of which, when
     executed and delivered, shall constitute an original, but all the
     counterparts shall together constitute but one and the same instrument.

37.  AMENDMENTS

     To the extent not otherwise expressly provided in any Finance Document, no
     amendment, modification, termination or waiver of any provision of any
     Finance Document or consent to any departure by a Borrower therefrom, shall
     in any event be effective without the written concurrence of the Requisite
     Lenders and the Borrower; except that any amendment, modification,
     termination, or waiver that (i) changes the amount of the Commitments or
     the principal amount of the Advances or extends the scheduled maturity
     thereof or changes the currency of any payment hereunder; (ii) changes any
     Proportion or the definition of "Requisite Lenders"; (iii) extends the
     dates on which interest is or fees are payable hereunder, or the maximum
     duration of interest periods; or (iv) reduces any interest rates payable on
     the Advances or any fees (other than administrative fees) payable hereunder
     or under any Finance Document, each shall be effective only if evidenced by
     a writing signed by or on behalf of all Lenders under this Agreement and
     the Borrower; Provided, however, that (A) the First Schedule and the
     Commitments and Proportions shall be amended from time to time to give
     effect to the Commitments and Proportions of each new Bank that becomes a
     party to this Agreement at the time such Bank becomes a Bank and (B) any
     amendment, modification or waiver that changes any administrative fees, or
     the times at which such fees are payable, hereunder shall be effective only
     if evidenced by a writing signed by or on behalf of the Borrower and each
     Lender affected thereby. Any amendment, modification, termination or waiver
     of any of the conditions precedent to funding an Advance shall be effective
     only if evidenced by a writing signed by or on behalf of the Requisite
     Lenders and the Borrower. No amendment, modification, termination or waiver
     of any provision of the agency provisions of this Agreement shall be
     effective without the written concurrence of the Agents, the Requisite
     Lenders and the Borrower. No amendment, modification, termination, or
     waiver of any Finance Document that releases any guarantor or releases any
     collateral under the Debenture not otherwise permitted under the Credit
     Agreement or the Debenture shall be effective unless evidenced by a writing
     signed by or on behalf of Banks having 80 per cent. or more of the combined
     aggregate amount of the Commitments under this Agreement or, in the case of
     the Commitment under this Agreement that has been terminated, the
     Outstandings, if any, made hereunder. The Agent may, but shall have no
     obligation to, with the concurrence of any Lender, execute amendments,
     modifications, waivers or consents on behalf of such Lender. Any waiver 


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<PAGE>
                                     36
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     or consent shall be effective only in the specific instance and for the
     specific purpose for which it was given. No notice to or demand on the
     Borrower shall entitle the Borrower to any other or further notice or
     demand in similar or other circumstances. Any amendment, modification,
     termination, waiver or consent with respect to this Agreement effected in
     accordance with this Clause 37 shall be binding upon the Borrower.

38.  GOVERNING LAW

     This Agreement shall be governed by, and shall be construed in accordance
     with, English law.


AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written. 








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<PAGE>
                                    37
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                            THE FIRST SCHEDULE

                                THE BANKS



BANK                                                     COMMITMENT (L)


Barclays Bank PLC                                          878,500.00

NationsBank, N.A.                                        2,073,887.50

Commerzbank AG                                             627,500.00

Deutsche Bank AG                                           627,500.00

The First National Bank of Chicago                         627,500.00

Societe Generale                                           618,087.50

ABN AMRO Bank, N.V.                                        411,012.50

Credit Lyonnais, S.A.                                      411,012.50 






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<PAGE>
                                    38
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                            THE SECOND SCHEDULE

                         Form of Transfer Certificate


To:  Barclays Bank PLC
     Pelikan Scotland Limited


                              TRANSFER CERTIFICATE


relating to the amended and restated agreement dated 15th October, 1996 (the
"FACILITY AGREEMENT") whereby a revolving credit facility was made available to
Pelikan Scotland Limited as borrower by a group of banks on whose behalf
Barclays Bank PLC acted as agent in connection therewith.

1.   Terms defined in the Facility Agreement shall, subject to any contrary
     indication, have the same meanings herein. The terms Bank and Transferee
     are defined in the schedule hereto.

2.   The Bank (i) confirms that the details in the schedule hereto under the
     heading "Bank's Commitment" or "Advance(s)" accurately summarises its
     Commitment and/or, as the case may be, the Term and Repayment Date of one
     or more existing Advances made by it and (ii) requests the Transferee to
     accept and procure the transfer to the Transferee of the portion specified
     in the schedule hereto of, as the case may be, its Commitment and/or such
     Advance by counter-signing and delivering this Transfer Certificate to the
     Agent at its address for the service of notices specified in the Facility
     Agreement.

3.   The Transferee hereby requests the Agent to accept this Transfer
     Certificate as being delivered to the Agent pursuant to and for the
     purposes of Clause 30.3 of the Facility Agreement so as to take effect in
     accordance with the terms thereof on the Transfer Date or on such later
     date as may be determined in accordance with the terms thereof.

4.   The Transferee confirms that it has received a copy of the Facility
     Agreement together with such other information as it has required in
     connection with this transaction and that it has not relied and will not
     hereafter rely on the Bank to check or enquire on its behalf into the
     legality, validity, effectiveness, adequacy, accuracy or completeness of
     any such information and further agrees that it has not relied and will not
     rely on the Bank to assess or keep under review on its behalf the financial
     condition, creditworthiness, condition, affairs, status or nature of the
     Borrower.

5.   The Transferee hereby undertakes with the Borrower, the Bank and each of
     the other parties to the Facility Agreement that it will perform in
     accordance with their terms all those obligations which by the terms of the
     Facility Agreement will be assumed by it after delivery of this Transfer
     Certificate to the Agent and satisfaction of the conditions (if any)
     subject to which this Transfer Certificate is expressed to take effect. The
     Transferee hereby makes the representations made by each Bank in Clause
     32.8 of the Facility Agreement as though made on and as of the date hereof.

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<PAGE>
                                      39
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6.   The Bank makes no representation or warranty and assumes no responsibility
     with respect to the legality, validity, effectiveness, adequacy or
     enforceability of the Facility Agreement or any document relating thereto
     and assumes no responsibility for the financial condition of the Borrower
     or for the performance and observance by the Borrower of any of its
     obligations under the Facility Agreement or any document relating thereto
     and any and all such conditions and warranties, whether express or implied
     by law or otherwise, are hereby excluded.

7.   The Bank hereby gives notice that nothing herein or in the Facility
     Agreement (or any document relating thereto) shall oblige the Bank to (i)
     accept a re-transfer from the Transferee of the whole or any part of its
     rights, benefits and/or obligations under the Facility Agreement
     transferred pursuant hereto or (ii) support any losses directly or
     indirectly sustained or incurred by the Transferee for any reason
     whatsoever including, without limitation, the non-performance by the
     Borrower or any other party to the Facility Agreement (or any document
     relating thereto) of its obligations under any such document. The
     Transferee hereby acknowledges the absence of any such obligation as is
     referred to in (i) or (ii) above.

8.   This Transfer Certificate and the rights and obligations of the parties
     hereunder shall be governed by and construed in accordance with English
     law.


                                  THE SCHEDULE


1.   Bank:
2.   Transferee:
3.   Transfer Date:
4.   Commitment:
     Bank's Commitment             Portion Transferred
5.   Advance(s):
     Term and Repayment Date       Portion Transferred

     [Transferor Bank]             [Transferee Bank]
     By:                           By:
     Date:                         Date:

                      ADMINISTRATIVE DETAILS OF TRANSFEREE
     Address:

     Contact Name: 


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<PAGE>
                                    40
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     Account for Payments:


     Telex:


     Telefax:


     Telephone: 




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<PAGE>
                                     41
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                                THE THIRD SCHEDULE
                                CONDITIONS PRECEDENT

Each of the following:

1.   A certificate of the secretary or a director of the Borrower certifying
     that the copy of its constitutive documents delivered to the Agent in
     connection with the Original Agreement (as amended, where applicable, by
     any variation thereof which has itself been delivered to the Agent and
     certified correct, complete and in full force and effect) remains correct,
     complete and in full force and effect.

2.   A copy of a resolution of the Board of Directors of the Borrower:

     (a)  approving the terms of this Agreement and all other documents to be
          executed by the Borrower in connection herewith; and

     (b)  authorising a specified person or persons:

          (i)  to execute this Agreement and all other documents to be executed
               by it hereunder or thereunder in connection herewith or
               therewith; and

          (ii) (unless previously so appointed and unchanged) to give all
               notices, requests, instructions, certificates and other documents
               to the Agent in connection with each of the Finance Documents to
               which it is a party.

3.   A certificate of a director of the Borrower certifying that the utilisation
     of the Facility in full would not cause any borrowing or other limit
     binding on it to be exceeded.

4.   A copy of the signature of each of the persons authorised by the
     resolutions referred to in paragraph 2(b) above.

5.   A certificate of a director of the Borrower confirming that no Event of
     Default or Potential Event of Default will be in existence immediately
     after the transactions due to take place on the Closing Date (as defined in
     the Credit Agreement) have taken place.

6.   A legal opinion relating to this Supplemental Agreement from Allen & Overy,
     English legal advisers to the Agent, in form and substance satisfactory to
     the Agent.

Each copy document delivered under this part of this schedule by the Borrower
shall be certified by a director or the secretary of the Borrower, as at the
date hereof (or such other date as the Agent may agree), to be correct, complete
and in full force and effect as at such date. 


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<PAGE>
                                     42
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                                THE FOURTH SCHEDULE

                                UTILISATION REQUEST


From:     Pelikan Scotland Limited

To:  [Barclays Bank PLC]/[Overdraft Provider]

Dated:


Dear Sirs,

1.   We refer to the amended and restated agreement dated 15th October, 1996
     (the "Facility Agreement") and made between Pelikan Scotland Limited as
     borrower, BZW and NationsBanc Capital Markets, Inc. as arrangers, Barclays
     Bank PLC as agent, NationsBank of Texas, N.A. as collateral and
     documentation agent, Barclays Bank PLC as fronting bank, Barclays Bank PLC
     as overdraft provider and the financial institutions named therein as
     banks. Terms defined in the Facility Agreement shall have the same meaning
     in this notice.

2.   We hereby give you notice that, pursuant to the Facility Agreement, we wish
     [the Banks/Overdraft Provider to make Advances/the Fronting Bank to issue a
     Letter of Credit/Contract Guarantee]* as follows:

     (i)      Aggregate *[principal/face] amount:

     (ii)     Utilisation Date:

     (iii)    Term:

     (iv)     Currency:

     (v)      *[Repayment Date/Expiry Date]:

3.   *[The proceeds of this Utilisation should be credited to [insert account
     details]]/[The Letter of Credit/Contract Guarantee should be issued in
     favour of [name of recipient in the form attached and delivered to the
     recipient at [address of recipient]].

Yours faithfully


------------------------------
for and on behalf of
PELIKAN SCOTLAND LIMITED

*    Delete as appropriate 





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                                      43
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                              THE FIFTH SCHEDULE

                                  TIMETABLES


        UTILISATION BY MEANS OR ADVANCES OTHER THAN SHORT-TERM ADVANCES

"D"     -  Utilisation Date
"Bs"    -  Banks
"A"     -  Agent
"(  )"  -  Clause number of Agreement



1.  Utilisation Request to A (6.1)                         D-2  9.30 a.m.
2.  A to notify Bs of allocations by (6.4)                 D-2 10.30 a.m.
3.  LIBOR fixing (1.1)                                     D-2 11.00 a.m.


                  UTILISATION BY MEANS OF SHORT-TERM ADVANCES

"D"     -  Utilisation Date
"OP"    -  Overdraft Provider
"( )"   -  Clause number of Agreement

Utilisation Request to OP (6.1)                            D    9.30 a.m.


                   UTILISATION BY MEANS OF LETTERS OF CREDIT

"D"     =  Utilisation Date
"D-x"   =  x business days prior to Utilisation Date
"Bs"    =  Banks
"A"     =  Agent
"( )"   =  Clause number of Agreement

1.  Utilisation Request to A (6.1)                         D-3  9.30 a.m.

2.  Bs to have agreed identity of                          D-3  3.00 p.m.
    recipient of Letter of Credit (7.2(iii))

3.  Where applicable, form of Letter                       D-3  3.00 p.m.
    of Credit/Contract Guarantee to be agreed (7.2(iv))

4.  A to notify Bs of allocations (6.4)                    D   10.00 a.m.


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                                      44
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5.   Letter of Credit/Contract Guarantee to be
     issued (7.2)                                          D    3.00 p.m.





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<PAGE>
                                      45
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                              THE SIXTH SCHEDULE

                   MANDATORY LIQUID ASSET COSTS RATE FORMULA

The Mandatory Liquid Asset Costs Rate to compensate the Banks for the cost 
attributable to an Advance or other sum denominated in sterling for any 
period for which such cost is to be computed under this Agreement resulting 
from the imposition from time to time by the Bank of England (or other 
Governmental authorities or agencies) of a requirement to place 
non-interest-bearing deposits with the Bank of England, for the payment of 
Special Deposits and the maintenance of secured money with certain financial 
institutions (recognised for this purpose by the Bank of England) will be the 
rate determined by the Agent (rounded upwards, if necessary, to four decimal 
places) on the first day of the relevant period and for the duration of such 
period (but in respect of such a period of longer than three months, the 
average of the rates (rounded upwards as aforesaid) computed on a three 
monthly basis during such period) in accordance with the following formula:

rate = XL+B(L-C)+S(L-D)
       ---------------
          100-(X+S)


Where:

"X"  is the amount required to be maintained by Barclays Bank PLC on non-
     interest-bearing balances with the Bank of England expressed as a
     percentage of eligible liabilities fixed by the Bank of England (or other
     Governmental authorities or agencies).  For the purpose of this formula,
     this percentage will be expressed as a number.

"L"  is the average of the offered quotations by the Reference Banks for
     sterling deposits for the period for which the formula is being applied in
     the London Interbank Market at or about 11.00 a.m. on the day of quotation,
     expressed as a number and not as a percentage rate per annum.

"B"  is the average level of secured deposits expressed as a percentage of
     eligible liabilities which Barclays Bank PLC is required by the Bank of
     England to maintain with certain financial institutions (recognised for
     this purpose by the Bank of England).  For the purpose of this formula this
     percentage will be expressed as a number.

"C"  is the average of the rates at which certain financial institutions
     (recognised for this purpose by the Bank of England) bid for sterling
     deposits for the period for which the formula is being applied from the
     Reference Banks at or about 11.00 a.m. on the day of quotation, expressed
     as a number and not as a percentage rate per annum.

"S"  is the amount of Special Deposits required to be maintained by Barclays
     Bank PLC expressed as a percentage of eligible liabilities fixed by the
     Bank of England (or other Governmental authorities or agencies). For the
     purposes of this formula this percentage will be expressed as a number.

"D"  is the rate of interest paid by the Bank of England on Special Deposits,
     expressed as a number and not as a percentage rate per annum.

In the event of any change in circumstances (including the imposition of 
alternative or additional official requirements) which renders the above 
formula inapplicable the Agent shall notify the Borrower


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<PAGE>
                                      46
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and the Banks in reasonable detail of the manner (including the basis and 
computation) in which the Mandatory Liquid Asset Costs Rate shall be 
determined thereafter and, if appropriate, substitute a new formula for that 
set out above.





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<PAGE>
                                      47
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                             THE SEVENTH SCHEDULE

               FORM OF OVERDRAFT PROVIDER TRANSFER CERTIFICATE


To:  Barclays Bank PLC, as Agent
     Pelikan Scotland Limited


                    OVERDRAFT PROVIDER TRANSFER CERTIFICATE

relating to the amended and restated agreement (the "FACILITY AGREEMENT") 
dated 15th October, 1996 whereby a revolving credit facility was made 
available to Pelikan Scotland Limited as borrower by a group of banks on 
whose behalf Barclays Bank PLC acted as agent in connection therewith.

1.  Terms defined in the Facility Agreement shall, subject to any contrary 
indication, have the same meanings herein. The terms Overdraft Provider and 
Overdraft Facility Transferee are defined in the schedule hereto.

2.  The Overdraft Provider requests the Overdraft Facility Transferee to 
accept and procure the transfer to the Overdraft Facility Transferee the 
obligation to make Short-Term Advances pursuant to the Facility Agreement by 
counter-signing and delivering this Overdraft Provider Transfer Certificate 
to the Agent at its address for the service of notices specified in the 
Facility Agreement.

3.  The Overdraft Facility Transferee hereby requests the Agent to accept 
this Overdraft Provider Transfer Certificate as being delivered to the Agent 
pursuant to and for the purposes of Clause 30.5 of the Facility Agreement so 
as to take effect in accordance with the terms thereof on the Transfer Date 
or on such later date as may be determined in accordance with the terms 
thereof.

4.  The Overdraft Facility Transferee confirms that it has received a copy of 
the Facility Agreement, together with such other information as it has 
required in connection with this transaction and that it has not relied and 
will not hereafter rely on the Overdraft Provider to check or enquire on its 
behalf into the legality, validity, effectiveness, adequacy, accuracy, or 
completeness of any such information and further agrees that it has not 
relied and will not rely on the Overdraft Provider to assess or keep under 
review on its behalf the financial conditions, creditworthiness, condition, 
affairs, status or nature of the Borrower.

5.  The Overdraft Facility Transferee hereby undertakes with the Borrower, 
the Overdraft Provider and each of the other parties to the Facility 
Agreement that it will perform in accordance with their terms all the 
obligations of the Overdraft Provider under the Facility Agreement after 
delivery of this Overdraft Provider Transfer Certificate to the Agent and 
satisfaction of the conditions (if any) subject to which this Overdraft 
Provider Transfer Certificate is expressed to take effect. The Overdraft 
Facility Transferee hereby makes the representations made by the Overdraft 
Provider in Clause 32.8 of the Facility Agreement as though made on and as of 
the date hereof.

6.  The Overdraft Provider makes no representation or warranty and assumes no 
responsibility with respect to the legality, validity, effectiveness, 
adequacy or enforceability of the Facility Agreement or any document relating 
thereto and assumes no responsibility for the financial condition of the 
Borrower or for the performance and observance by the Borrower of any of 
their respective obligations


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<PAGE>
                                      48
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under the Facility Agreement or any document relating thereto and any and all 
such conditions and warranties, whether express or implied by law or 
otherwise, are hereby excluded.

7.   The Overdraft Provider hereby gives notice that nothing herein or in the
Facility Agreement (or any document relating thereto) shall oblige the 
Overdraft provider to (i) accept a re-transfer from the Overdraft Facility 
Transferee of the whole or any part of its rights, benefits and/or obligations
under the Facility Agreement transferred pursuant hereto or (ii) support any 
losses directly or indirectly sustained or incurred by the Overdraft Facility 
Transferee for any reason whatsoever including, without limitation, the 
non-performance by the Borrower or any other party to the Facility Agreement 
(or any documents relating thereto) of its obligations under any such 
document.  The Overdraft Facility Transferee hereby acknowledges the absence 
of any such obligation as it referred to in (i) or (ii) above.

8.   This Overdraft Provider Transfer Certificate and the rights and 
obligations of the parties hereunder shall he governed by and construed in 
accordance with English law.

                                THE SCHEDULE

     1.   Overdraft Provider:

     2.   Overdraft Facility Transferee:

     3.   Transfer Date:

[TRANSFEROR OVERDRAFT                                      [TRANSFEREE OVERDRAFT
PROVIDER]                                                              PROVIDER]

By:                                   By:

Date:                                 Date:


                           ADMINISTRATIVE DETAILS OF
                         OVERDRAFT FACILITY TRANSFEREE

Address:                              Telex:

Contact Name:                         Telefax:

Account for Payments:                 Telephone: 


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<PAGE>
                                      49
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                                  SIGNATORIES



THE BORROWER


PELIKAN SCOTLAND LIMITED

By:       HANS PAFFHAUSEN

Address:  Forchstrasse 100
          CH-8132 Egg
          Switzerland

Fax:      (41-1)9861 394



THE ARRANGERS


BZW

By:       PETER YETMAN

Address:  Murray House
          1 Royal Mint Court
          London EC3N 4HH

Fax:      0171 696 2908


NATIONSBANC CAPITAL MARKETS, INC.

By:       JOE SIEGAL

Address:  901 Main Street
          66th Floor
          Dallas, Texas 75202

Fax:      (214) 508 2881



THE AGENT


BARCLAYS BANK PLC

By:       PETER YETMAN

Address:  Murray House
          1 Royal Mint Court
          London EC3N 4HH

Fax:      0171 696 2908 


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<PAGE>
                                      50
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THE COLLATERAL AGENT


NATIONSBANK OF TEXAS, N.A.

By:       DAN KILLIAN

Address:  901 Main Street
          67th Floor
          Dallas, Texas 75202
          U.S.A.

Fax:      (214) 508 0980



THE DOCUMENTATION AGENT


NATIONSBANK OF TEXAS, N.A.

By:       DAN KILLIAN

Address:  901 Main Street
          67th Floor
          Dallas, Texas 75202
          U.S.A.

Fax:      (214) 508 0980



THE FRONTING BANK


BARCLAYS BANK PLC

By:       PETER YETMAN

Address:  Murray House
          1 Royal Mint Court
          London EC3N 4HH

Fax:      0171 696 2908 


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<PAGE>
                                      51
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THE OVERDRAFT PROVIDER


BARCLAYS BANK PLC

By:       PETER YETMAN

Address:  Murray House
          1 Royal Mint Court
          London EC3N 4HH

Fax:      0171 696 2908



THE BANKS


BARCLAYS BANK PLC

By:       PETER YETMAN

Address:  Murray Rouse
          1 Royal Mint Court
          London EC3N 4RR

Fax:      0171 696 2908


NATIONSBANK, N.A.

By:       DAN KILLIAN

Address:  901 Main Street
          67th Floor
          Dallas, Texas 75202
          U.S.A.

Fax:      (214) 5084 0980


THE FIRST NATIONAL BANK OF CHICAGO

By:       STEPHEN PRICE

Address:  Geographical Credit
          One First National Plaza, Mail Suite 0364
          Chicago, Illinois 60670-0364

Fax:      (312) 732 1117 


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<PAGE>
                                      52
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COMMERZBANK AG

By:       H. YERGEY           D. SUTTLES

Address:  Atlanta Agency
          Promenade Two, Suite 3500
          1230 Peachtree Street, N.E.
          Atlanta, Georgia 30309

Fax:      (404) 888 6539


DEUTSCHE BANK AG LONDON

By:       ALAN RICHARDSON          JOHN CAMBELL

Address:  6-8 Bishopsgate
          London EC2N 4DA

Fax:      (0171) 545 4735


SOCIETE GENERALE

By:       MATTHEW FLANIGAN

Address:  Trammell Crow Center
          2001 Ross Avenue, Suite 4800
          Dallas, Texas 75201

Fax:      (214) 979 1104


ABN AMRO BANK, N.V.

By:       RONALD MAHLE             DAVID ORR

Address:  Three Riverway, Suite 1700
          Houston, Texas 77056

Fax:      713 629 7533 


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<PAGE>
                                      53
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CREDIT LYONNAIS, S.A.

By:       GHISLAIN CHABERT

Address:  500 North Akard, Suite 3210
          Dallas, Texas 75201

Fax:      (214) 220 2323 





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<PAGE>
                                      54
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                                 THE EXHIBIT


                     [FORM OF CONFIDENTIALITY AGREEMENT]


The undersigned, _______________________________________ a prospective 
[assignee/Transferee/participant/Overdraft Facility Transferee] to that 
certain Revolving Credit Facility Agreement dated as of June 2, 1995 as 
amended and restated pursuant to an amendment and restatement agreement dated 
15th October, 1996 (such agreement, as so amended and restated and as it may 
be amended, amended and restated, supplemented or otherwise modified from 
time to time, being the "Credit Agreement"; capitalized terms used herein 
without definition shall have the meanings assigned those terms in the Credit 
Agreement between Pelikan Scotland Limited as borrower, BZW and NationsBanc 
Capital Markets, Inc., as arrangers, Barclays Bank PLC, as agent, NationsBank 
of Texas, N.A., as collateral agent, NationsBank of Texas, N.A., as 
documentation agent, and the Lenders party thereto, ("Prospective 
[assignee/Transferee/participant/Overdraft Facility Transferee]"), hereby 
agrees as follows for the benefit of the Borrower:

Prospective [assignee/Transferee/participant/Overdraft Facility Transferee]
agrees that all financial statements, financial projections, operating or 
other data, tax returns, reports and other information, that have been or may 
be provided to (i) Prospective 
[assignee/Transferee/participant/overdraft Facility Transferee], (ii) the 
employees and agents of Prospective 
[assignee/Transferee/participant/Overdraft Facility Transferee], and/or (iii) 
accountants, attorneys or other professionals retained by such parties 
whether delivered by either Borrower or otherwise shall be kept strictly 
confidential by such recipients, and shall be used solely in connection with 
its consideration of 
[an assignment/a transfer/a participation/the appointment of a new Overdraft
Provider] in respect of the Credit Agreement; PROVIDED, that Prospective 
[assignee/Transferee/participant/Overdraft Facility Transferee] may, in any 
event, disclose any such information:

      (i) if required to do so by an order of a court of competent jurisdiction
          whether in pursuance of any procedure for discovering documents or
          otherwise; or

     (ii) if required by any law or regulation having the force of law; or

    (iii) pursuant to any requirement or request of any fiscal, monetary,
          tax, governmental or other competent authority; or

     (iv) to its auditors, legal or other professional advisors; or

      (v) which is in the public domain,

and unless specifically prohibited by applicable law or court order, the 
prospective assignee/Transferee/or participant shall notify the Borrowers of 
any disclosure pursuant to paragraphs (i), (ii) and (iii). In no event shall 
Prospective [assignee/Transferee/participant/Overdraft Facility Transferee] 
be obligated or required to return any materials furnished by either Borrower.

This deed shall be governed by and construed and enforced in accordance with, 
the laws of England.

Prospective [assignee/Transferee/participant/Overdraft Facility Transferee]
hereby irrevocably agrees for the benefit of the Borrower that the courts of 
England shall have jurisdiction to hear and determine


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                                      55
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any suit, action or proceeding, and to settle any disputes, which may arise 
out of or in connection with this deed and, for such purposes, irrevocably 
submits to the jurisdiction of such courts.

Prospective [assignee/Transferee/participant/Overdraft Facility Transferee]
hereby irrevocably waives any objection which it might now or hereafter have 
to the courts of England being nominated as the forum to hear and determine 
any suit, action or proceeding, and to settle any disputes, which may arise 
out of or in connection with this deed and agrees not to claim that any such 
court is not a convenient or appropriate forum.

The submission to the jurisdiction of the courts of England shall not (and 
shall not be construed so as to) limit the right of the Borrower to take 
proceedings against Prospective 
[assignee/Transferee/participant/Overdraft Facility Transferee] in any other 
court of competent jurisdiction nor shall the taking of proceedings in any 
one or more jurisdiction preclude the taking of proceedings in any other 
jurisdiction (whether concurrently or not) if and to the extent permitted by 
applicable law.

IN WITNESS WHEREOF, this confidentiality agreement has been executed as a 
deed by the Prospective 
[assignee/Transferee/participant/Overdraft Facility Transferee] delivered on 
the date specified below.

                          , 19
--------------------------    ----


EXECUTED AND DELIVERED AS A DEED
BY [INSERT NAME IN BLOCK CAPITALS
OF PROSPECTIVE ASSIGNEE/
TRANSFEREE/PARTICIPANT/OVERDRAFT
FACILITY TRANSFEREE]



                                              Name:
                                                   ----------------------------

                                              Title:
                                                    ---------------------------



                                              Name:
                                                   ----------------------------

                                              Title:
                                                    ---------------------------


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