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                                                                 CONFORMED COPY




                                CHF 50,000,000
             AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT

                            DATED 15TH OCTOBER, 1996

                                   between

                             PELIKAN PRODUKTIONS AG
                                    and
                       PELIKAN HARDCOPY (INTERNATIONAL) AG

                                as borrowers


                                    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 NO.


1.   Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
2.   The Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
3.   Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
4.   Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . .   9
5.   Nature of Lenders' Obligations. . . . . . . . . . . . . . . . . . . . .   9
6.   Utilisation of the Facility . . . . . . . . . . . . . . . . . . . . . .   9
7.   Issue of Letters of Credit. . . . . . . . . . . . . . . . . . . . . . .  12
8.   Indemnity (Including Bank Indemnity for Short-Term Advances). . . . . .  12
9.   Letter of Credit 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
23.  Set-Off and Netting of Payments . . . . . . . . . . . . . . . . . . . .  24
24.  Redistribution of Payments. . . . . . . . . . . . . . . . . . . . . . .  25
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 Borrowers. . . . . . . . . . . . . . .  30
30.  Assignments and Transfers by Banks, Change of Overdraft Provider. . . .  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.  Borrower Secession. . . . . . . . . . . . . . . . . . . . . . . . . . .  36
39.  Guarantee by Pelikan Produktions AG . . . . . . . . . . . . . . . . . .  36
40.  Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
41.  Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38


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SCHEDULES

1.   The Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
2.   Form of Transfer Certificates . . . . . . . . . . . . . . . . . . . . .  41
3.   Conditions Precedent. . . . . . . . . . . . . . . . . . . . . . . . . .  44
4.   Utilisation Request . . . . . . . . . . . . . . . . . . . . . . . . . .  45
5.   Timetables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
6.   Form of Borrower Secession Memorandum . . . . . . . . . . . . . . . . .  47
7.   Mandatory Liquid Asset Costs Rate Formula . . . . . . . . . . . . . . .  48
8.   Form of Overdraft Provider Transfer Certificate . . . . . . . . . . . .  50

Signatories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52

EXHIBIT

Form of Confidentiality Agreement. . . . . . . . . . . . . . . . . . . . . . .57











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

(1)  PELIKAN PRODUKTIONS AG and PELIKAN HARDCOPY (INTERNATIONAL) AG (together
     the "BORROWERS" and individually a "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 Swiss francs on 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
     which comprise L/C Outstandings, such Bank's share shall 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 Advance
     which it is obliged, or may become obliged, to make pursuant to Clause 6.5
     in respect of (a) any outstanding Short-Term Advance at close of business
     on the day before the proposed Utilisation Date and (b) any Short-Term
     Advance requested to be made no later than the specified time on such
     proposed 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)
           and/or Letters of Credit 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 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;
     
     "BARCLAYS OVERDRAFT AGENT" means Barclays Bank (Schweiz) AG, a company
     incorporated in Switzerland.
     
     "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;
     
     "BORROWER SECESSION MEMORANDUM" means a memorandum delivered to the Agent
     by the Borrowers pursuant to Clause 38 in the form set out in the Sixth
     Schedule;
     
     "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;
     
     "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, Barclays Bank PLC as documentation agent,
     NationsBank of Texas, N.A. as administrative agent and collateral agent and
     others;
     
     "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, the date on which
     the maximum aggregate liability thereunder is to be reduced to zero;



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     "FACILITY" means the revolving cash advances and letter of credit facility
     granted to the Borrowers in this Agreement;
     
     "FACILITY OFFICE" means, in relation to any of the Agent, the Fronting Bank
     or the banks, the office identified with its signature below 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, such other office as may be
     agreed pursuant to Clause 17;
     
     "FINANCE DOCUMENTS" means this Agreement, the Nu-Kote Guarantees, the
     Collateral Documents, the Security Documents, the Hedging Documents and any
     other document designated as such in writing by the Agent and the
     Borrowers;
     
     "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 a Borrower with a Bank as have been heretofore (and/or as may
     hereafter be) agreed in writing between a Borrower and the Agent to
     constitute the Hedging Documents;
     
     "INTELLECTUAL PROPERTY RIGHTS PLEDGE AGREEMENT" means the Intellectual
     Property Rights Pledge Agreement dated 24th February, 1995 between Pelikan
     Produktions AG and the Agent;
     
     "INVENTORY PLEDGE AGREEMENT" means the Inventory Pledge Agreement dated
     24th February, 1995 between Pelikan Produktions AG and the Agent;
     
     "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
     Borrowers hereunder;
     
     "LENDERS" means the Banks and the Overdraft Provider;
     
     "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 fails to be determined in relation to such unpaid sum;
     
     "MANDATORY LIQUID ASSET COSTS RATE" means in relation to any Advance or
     unpaid sum 



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     denominated in sterling, the rate determined in accordance with
     the Seventh Schedule;
     
     "MORTGAGE TRANSFER AGREEMENT" means the Mortgage Transfer Agreement dated
     24th February, 1995 between Pelikan Produktions AG and the Agent;
     
     "NU-KOTE GUARANTEES" means the guarantees dated 24th February, 1995 given
     by the Guarantors in favour of the Agent for itself and on behalf of the
     Lenders;
     
     "OBLIGORS" means the Borrowers and the Guarantors and "OBLIGOR" means any
     one of them;
     
     "OPTIONAL CURRENCY" means dollars, deutschmarks and sterling;
     
     "ORIGINAL SWISS FRANC AMOUNT" means:
     
     (i)   the principal amount (in the case of an Advance), or the face value
           (in the case of a Letter of Credit), of a Utilisation denominated in
           Swiss francs; or
     
     (ii)  the principal amount (in the case of an Advance), or the face value
           (in the case of a Letter of Credit), of a Utilisation denominated in
           an Optional Currency, translated into Swiss francs 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; and
     
     (ii)  the L/C Outstandings 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 
           (and not, for the avoidance of doubt, Barclays Overdraft Agent 
           through which Barclays Bank PLC acts in connection with Short-Term 
           Advances) until the date, if any, that is 30 days after the date 
           Barclays Bank PLC notifies the Borrowers that no more Short-Term 
           Advances will be made by it; or
     
     (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 Eighth 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



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     (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 Borrowers and the Agent as is
            contemplated in Clause 30.5;
     
     "OVERDRAFT RATE" means on any day the rate per annum notified by Barclays
     Overdraft Agent (or if any other Lender is the Overdraft Provider, such
     Overdraft Provider) to the Agent and the relevant Borrower as being the
     rate per annum for or with effect from such day (including a margin of 2%
     per annum);
     
     "OVERDRAFT REPAYMENT DATE" means, in relation to any Short-Term Advance,
     the earlier of (1) the date falling five business days after demand for
     repayment made to the relevant Borrower by the Overdraft Provider and (2)
     the Termination Date;
     
     "PELIKAN HARDCOPY INTERNATIONAL AG ASSIGNMENT AGREEMENT" means the
     Assignment Agreement dated 24th February, 1995 between Pelikan Hardcopy
     (International) AG and the Agent;
     
     "PELIKAN PRODUKTIONS AG ASSIGNMENT AGREEMENT" means the Assignment
     Agreement dated 24th February, 1995 between Pelikan Produktions AG and the
     Agent;
     
     "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 person recognized as a bank pursuant to Clause
     232 of the Circular of the Swiss Federal Tax Authorities, dated 29 October
     1992, regarding the tax treatment of syndicated loans, debt certificate
     issues, promissory notes and subparticipations, Provided that if that
     circular is amended or repealed, the Agent shall have power to amend this
     definition in a manner consistent with such amendment or repeal as soon as
     practically possible;
     
     "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 London offices of other bank or banks as may from time to
     time be agreed between the Borrowers and the Agent acting on the
     instructions of the Requisite Lenders;
     
     "REPAYMENT DATE" means, in relation to any Advance hereunder (other than a
     Short-Term 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;



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     "SECURITY DOCUMENTS" means the Pelikan Produktions AG Assignment Agreement,
     the Pelikan Hardcopy International AG Assignment Agreement, the
     Intellectual Property Rights Pledge Agreement, the Inventory Pledge
     Agreement, the Mortgage Transfer Agreement and the Share Pledge Agreement;
     
     "SHARE PLEDGE AGREEMENT" means the Share Pledge Agreement dated 24th
     February, 1995 between Pelikan Produktions AG and the Agent;
     
     "SHORT-TERM ADVANCE" means any Advance denominated in Swiss francs made by
     the Overdraft Provider in that capacity pursuant to the terms hereof;
     
     "TERM" means, save as otherwise provided herein, in relation to any Advance
     hereunder (other than a Short-Term 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, the period from the date
     on which such Letter of Credit 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 Borrowers 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;
     
     "UK FACILITY" means the amended and restated revolving credit, letter of
     credit and contract guarantee facility made available to Pelikan Scotland
     Limited by Barclays Bank PLC and NationsBank, N.A. of even date hereof;
     
     "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 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 



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                                       7

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     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, Overdraft Facility Transferees and permitted
     assigns in accordance with their respective interests;
     
     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 Zurich 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  "CHF" and "SWISS FRANCS" denote the lawful currency of Switzerland, "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 "L" and "STERLING" denote the lawful currency of the United
     Kingdom.

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.

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                                       8

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2.   THE FACILITY

2.1  The Lenders grant to the Borrowers, upon the terms and subject to the
     conditions hereof, a revolving cash advance and letter of credit facility
     in an aggregate Original Swiss Franc Amount of CHF 50,000,000.
     
2.2  Subject to Clause 2.1 above, the aggregate amount of all Utilisations
     denominated in an Optional Currency outstanding at any time shall not:

     (i)   in the case of Utilisations denominated in dollars, exceed
           US$20,000,000;
     
     (ii)  in the case of Utilisations denominated in deutschmarks, exceed
           DM30,000,000; and
     
     (iii) in the case of Utilisations denominated in sterling, exceed
           L15,000,000.
     
2.3  Notwithstanding Clause 2.2 above, that part of the Facility comprising
     Letters of Credit is limited to an Original Swiss Franc Amount of CHF
     12,000,000.
     
2.4  That part of the Facility comprising Short-Term Advances will be provided
     by the Overdraft Provider and is limited to CHF 6,250,000.
     
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); and
          
     (iii) refinancing existing indebtedness and other indebtedness,
           including reimbursement to the Fronting Bank of any amounts drawn
           under any Letters of Credit,
     
     and, accordingly, each Borrower shall apply all amounts raised by it
     hereunder in or towards satisfaction of such purposes.
     
3.2  Without prejudice to the obligations of the Borrowers under Clause 3.1, the
     Agents and the Lenders shall not be obliged to concern themselves with the
     application of amounts raised by a Borrower hereunder.
     
3.3  During the period while Barclays Bank PLC is the Overdraft Provider,
     Barclays Bank PLC shall cause Barclays Overdraft Agent to act as its agent
     in relation to Short-Term Advances made to the Borrower by Barclays Bank
     PLC as Overdraft Provider
     
4.   CONDITIONS PRECEDENT

(a)  Neither Borrower may utilise the Facility unless the Agent has confirmed to
     the Borrowers 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.



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                                       9

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 (b)  By signing this Agreement, each of Pelikan Produktions AG and Pelikan
     Hardcopy (International) AG, in their capacities as pledgors and assignors
     under the Security Documents, acknowledge and agree that their obligations
     under the Security Documents remain fully applicable and extend to cover
     all of the obligations owed by each of them in their capacities as
     borrowers (and, in the case of Pelikan Produktions AG, under Clause 39 as a
     guarantor) under this Agreement.

5.   NATURE OF LENDERS' OBLIGATIONS

5.1  The obligations of each Lender hereunder are several.
     
5.2  The failure by a Lender to perform its obligations hereunder shall not
     affect the obligations of any other Lender or a 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 will be issued by the Fronting Bank
     or, as the case may be, Short-Term Advances will be made by the Overdraft
     Provider to a 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 relevant 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
                     less than an Original Swiss Amount of CHF 2,000,000 is
                     outstanding at such time is:
               
                     (A)  if the currency is Swiss Francs, a minimum amount of
                          CHF 1,000,000 and in additional integral multiples of 
                          CHF 2,000,000; or

                     (B)  if the currency is an Optional Currency, a minimum
                          Original Swiss Franc Amount of CHF 1,000,000 (or an
                          approximate amount thereof) and in additional integral
                          multiples of an Original Swiss Franc Amount of CHF
                          2,000,000 (or as approximate amount thereof); or
                    
               (2)  if an Advance (other than a Short-Term Advance) of less than
                    CHF 2,000,000 is outstanding at such time is:
          
                    (A)  if the currency is Swiss francs, a minimum amount of
                         CHF 2,500,000 and in additional integral multiples of
                         CHF 1,000,000; 



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                                       10

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                         or
                    
                    (B)  if the currency is an Optional Currency, a minimum
                         Original Swiss Franc Amount of CHF 2,500,000 (or an
                         approximate amount thereof) and in additional integral
                         multiples of an Original Swiss France Amount of CHF
                         1,000,000 (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 Swiss Franc
                Amount of CHF 12,000,000; or
               
           (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 CHF 6,250,000;
          
     (iv)  in the case of a Utilisation to be denominated in an Optional
           Currency, its principal amount (in the case of an Advance) or face
           value (in the case of a Letter of Credit), when aggregated with the
           aggregate principal amounts and/or face values, as the case may be, 
           of all outstanding Utilisations denominated in the same Optional
           Currency, would not exceed the limits set out in Clause 2.2; and
     
     (v)   the Term requested by the relevant Borrower in such Utilisation
           Request for any Advance (other than Short-Term Advances) will end 
           on a business day which is or precedes the Termination Date and 
           will be:
          
           (a)  in respect of any such 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 any such 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:
          
                (1)  if denominated in Swiss Francs, 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); and
     
     (vii) in the case of a Utilisation by means of a Short-Term Advance,
           there is an Overdraft Provider.



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                                       11

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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 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
     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, as
     the case may be, the Term of the proposed Letter of Credit.
     
6.3  Each Bank 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 allocated to 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 at any time request by notice to a Borrower
     (through the Agent) which at such time has an outstanding Short-Term
     Advance made by such Overdraft Provider that the Banks make an Advance to
     such 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 such 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.l(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 such 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
     relevant 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 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 as Fronting Bank.
     
7.   ISSUE OF LETTERS OF CREDIT

7.1  Each Utilisation Request in respect of a Letter of Credit 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
     should be delivered and shall have the proposed form of the Letter of
     Credit attached to it.

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



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                                       12

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     (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 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 has been agreed between the
           relevant 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 by
     the beneficiary thereof, the Agent shall notify the relevant Borrower of
     such demand and make demand of that Borrower for an amount equal to the
     Amount Demanded.
     
8.2  A 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 second business day following
     the business day on which such 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 third business day following.
     
8.3  Each 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 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 finding any
     amount which falls due from the Fronting Bank under any Letter of Credit in
     connection with any such Letter of Credit as certified by the Fronting Bank
     to the relevant 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 issued at its request Provided that a
     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 the
     documents and certificates required to be delivered under any Letter of
     Credit have been delivered and that they comply on their face with the
     requirements of that Letter of Credit before making any payment thereunder.
     
8.4  The Fronting Bank shall be entitled to make any payment under any Letter of
     Credit for which a demand has been made without any reference to or further
     authority from the Borrower at whose request such Letter of Credit 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 and shall be
     entitled to assume that any person expressed in any Letter of Credit or in
     any notice served pursuant to any such Letter of Credit 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 



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                                       13

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     a defence to any demand made of a Borrower, nor shall a 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 the documents and
     certificates required to be delivered under any Letter of Credit have been
     delivered and that they comply on their face with the requirements of that
     Letter of Credit before making any payment thereunder.
     
8.5  Save as otherwise provided in this Clause 8, the obligations of each
     Borrower to the Fronting Bank in connection with any such Letter of Credit
     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 such 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 either
     Borrower to the Fronting Bank and the Overdraft Provider in respect of a
     Letter of Credit or Short-Term Advance but which is not paid on the due
     date therefor.

9.   LETTER OF CREDIT COMMISSIONS AND FEES

     Each Borrower agrees to pay the following amounts with respect to each
     Letter of Credit issued by the Fronting Bank hereunder at its request:
     
     (i)   (a)  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
                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;
          
           (b)  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;
               
     (ii)  a fronting fee, for the account of the Fronting Bank, of 0.20% per
           annum on the face amount of such Letter of Credit 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



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                                       14

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           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
          
     (iii) 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.

10.  MAKING OF ADVANCES

10.1 If any Bank or the Overdraft Provider has been requested to make any
     Advance in accordance with the provisions hereof, 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 in the case of such Bank and if Barclays Bank
     PLC is the Overdraft Provider, through Barclays Overdraft Agent in the case
     of Short-Term Advances) to the relevant 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
     denominiated in an Optional Currency, the Agent receives notice from a
     Lender that:

     (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 the Agent shall promptly notify the relevant Borrower and that Advance
     shall not be made.
     
10.3 The Agent shall notify each relevant Party of any applicable Agent's Spot
     Rate of Exchange or Original Swiss Franc Amount as soon as practicable
     after it is ascertained.
     
11.  INTEREST

11.1 On the Repayment Date relating to each Advance (other than a Short-Term
     Advance) made to it the relevant Borrower shall pay accrued interest on
     that Advance.

11.2 On the earlier of:



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                                       15

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     (i)   the last business day of each calendar quarter; and
     
     (ii)  the Overdraft Repayment Date, the relevant Borrower shall pay accrued
           interest on any Short Term Advance made to it.
     
11.3 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.
          
11.4 The rate of interest applicable to a Short-Term Advance shall be the
     Overdraft Rate.
     
11.5 The Agent shall promptly notify the Borrowers and the relevant Banks of
     each determination of an interest rate made by it pursuant to this Clause
     11.
     
12.  REPAYMENT OF ADVANCES

12.1 Each Borrower shall repay each Advance (other than a Short-Term Advance)
     made to it in full on the Repayment Date relating thereto.
     
12.2 Each Borrower shall repay each Short-Term Advance made to it in full on or
     before the Overdraft Repayment Date.
     
12.3 Neither Borrower shall 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 Borrowers 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 CHF 2,500,000 and in additional integral multiples of CHF
     1,000,000) of the Available Facility. Any such cancellation shall reduce
     the Commitment of each Bank rateably.
     
13.2 Any notice of cancellation given by the Borrowers 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) a 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 Borrowers 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.



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                                       16

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13.4 If the Borrowers give notice of cancellation pursuant to Clause 13.3, they
     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 (or, as the case
     may be, 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 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 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 Borrowers 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 Borrowers fail 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 a 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 such Borrower is required to make
     such a payment subject to the deduction or withholding of tax, in which
     case the relevant Borrower shall promptly upon becoming aware thereof
     notify the Agent thereof and the relevant 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 such 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 relevant
     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
     relevant 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 



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                                       17

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     a Borrower pursuant to Clause 14.1 hereof, it shall promptly notify the 
     relevant Borrower of the availability of such refund and shall, within 30 
     days after receipt of a request by the relevant Borrower, apply for such 
     refund or shall furnish to the relevant Borrower such forms, duly 
     completed, as will enable that Borrower to claim such refund on its own 
     behalf. The relevant 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 a Borrower pursuant to Clause 14.1 hereof, it shall repay such 
     refund within 30 days after receipt to the relevant Borrower to the extent 
     of amounts not in excess of the amounts actually paid by such 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 relevant 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 a
     Borrower, at that Borrower's expense in contesting any taxes that such
     Borrower is required to bear pursuant to Clause 14.1 hereof and shall pay
     to such 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.

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 and/or one or more Letters of
           Credit 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 and/or (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; 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's Facility Office 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 to any sum received or 
           receivable by it hereunder,



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      then the relevant Lender shall, through the Agent, notify Pelikan
      Produktions AG 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, Pelikan Produktions AG 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 Borrowers 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 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 Pelikan 
      Produktions AG 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 Pelikan Produktions AG 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 Borrowers 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 Borrowers the right to inspect the records, files or
      books of any Lender.

15.   Pelikan Produktions AG 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 

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                                       19

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            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 the 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 then that Lender shall, promptly after
      becoming aware of the same, deliver to Pelikan Produktions AG through the
      Agent a certificate to that effect and, unless such illegality is avoided
      in accordance with Clause 17 or Clause 38 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 and
            the amount of its Commitment shall be immediately reduced to zero; 
            and
     
      (ii)  if the Agent on behalf of such Lender so requires, Pelikan 
            Produktions AG 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 will be secured in a manner acceptable to such Lender, 
                 it being understood that in no event shall any Letter of 
                 Credit or the obligations of the Fronting Bank thereunder be 
                 cancelled and security in Swiss francs equal to the maximum 
                 amount that can be drawn under each Letter of Credit 
                 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 Borrowers 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 Borrowers 
      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

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                                       20

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            circumstances at the request and expense of Pelikan Produktions AG
            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 Borrowers 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 Borrowers) 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.
     
17.2  The Borrowers hereby agree 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 relevant 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 Assets 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 Borrowers 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; 



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                                       21

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            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 each Borrower to provide security in respect of each Letter 
            of Credit issued at its request in a manner acceptable to the
            Fronting Bank in the currency of each such Letter of Credit, it 
            being understood that in no event shall any Letter of Credit 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 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
      a Borrower hereunder is not paid on the due date therefor, a Borrower does
      not reimburse the Fronting Lender for any drawing under a Letter of Credit
      hereunder on the due date therefor, any fees (other than the Commitment
      Fee) and other amounts payable by a Borrower hereunder are not paid within
      ten days of the due date therefor, or if any sum due and payable by a
      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 
      relevant 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 
            relevant 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 relevant
      Borrower at the end of the period by reference to which 



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                                       22

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      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 to whom such Advance was made shall 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 any person receives an amount in respect of a 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)   that 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,
            that Borrower shall forthwith on demand pay to that person an amount
            in the contractual currency equal to the deficit; and
     
      (iii) that Borrower shall pay to the person concerned on demand any
            exchange costs and taxes payable in connection with any such
            conversion.
     
      Each 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 a Borrower under
      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, 



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                                       23

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      payable in Swiss francs.
     

22.   PAYMENTS

22.1  On each date on which this Agreement requires an amount to be paid by a
      Borrower or any of the Lenders hereunder, the relevant 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  On each date on which this Agreement requires an amount to be paid by a
      Borrower or the Overdraft Provider in respect of any Short-Term Advances,
      the relevant Borrower or, as the case may be, the Overdraft Provider shall
      make the same available for value the same day by transfer to such account
      with such bank in Zurich as the Overdraft Provider or, as the case may be,
      such Borrower shall have specified for this purpose.
     
22.3  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 Bank, 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.
     
22.4  All payments required to be made by a Borrower hereunder shall be
      calculated without reference to any set-of or counterclaim and shall be
      made free and clear of and without any deduction for or on account of any
      set-off or counterclaim.
     
22.5  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  Each Borrower authorises each Lender upon the occurrence of an Event of
      Default and consequent acceleration of the obligations of such Borrower
      hereunder pursuant to Clause 19 hereof to apply any credit balance to 
      which such Borrower is entitled on any account of that Borrower with that 
      Lender in satisfaction of any sum due and payable from such 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 relevant 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 a
      Borrower pursuant to Clause 22.1, the Agent may make available such 
      payment to the relevant Borrower by application:
     
      (i)   first, in or towards payment the same day of any amount then due 
            from such Borrower hereunder to the person from whom the amount was 
            so received; and



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                                       24

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      (ii)  secondly, in or towards payment the same day to the account of such
            Borrower with such Lender in Zurich as such 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 of accounts or otherwise) in
      respect of its portion of any payment (a "RELEVANT PAYMENT") to be made
      under this Agreement by either 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 relevant 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 relevant 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

      Pelikan Produktions AG 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 Swiss Franc Amount.
     
26.   COSTS AND EXPENSES

26.1  Except as otherwise agreed in writing by the Agents, Arrangers and the
      Borrowers, whether or not the Closing Date shall occur, Pelikan 
      Produktions AG 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 Document (as defined in the Credit 
      Agreements) or other Finance Documents, for:



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                                       25

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      (i)   all reasonable costs of furnishing all opinions required hereunder 
            by counsel for the Borrowers (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 
            Borrowers' compliance with all agreements and conditions contained 
            herein or in 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 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 reasonable 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 workout or collection of any of the obligations of the Borrowers
            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 hereunder.
     
26.2  If Pelikan Produktions AG fails to perform any of their 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 Borrowers 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, Pelikan Produktions AG agrees to 
      indemnify, pay and hold each Agent and each Lender, and their 
      respective officers, directors, employees, agents, and affiliates 
      (collectively called the "INDEMNITIES") 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 Indemnity shall be designated a party 
      thereto, that may be imposed on, incurred by, or asserted against that 
      Indemnity, 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 

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      or assets of the Borrowers or any of their respective subsidiaries 
      (the "INDEMNIFIED LIABILITIES") Provided that the Borrowers shall have 
      no obligation under this Clause 26.3 to any Indemnity arising from the 
      fraud, gross negligence, wilful misconduct or wilful breach of this 
      Agreement or any Finance Document by any party hereto and its related 
      Indemnities.

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 Bank 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) until
            it has received from such Bank a notice designating some other 
            office of such Bank 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 Borrowers upon a certificate signed 
            by or on behalf of the Borrowers;
     
      (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 or not 



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            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 either 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 either 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 Borrowers
      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 Borrowers 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 either Borrower.
          
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 



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                                       29

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      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 either Borrower 
      in any capacity in relation to any other matter, any information given by 
      the relevant 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 enure to the benefit of each 
      party hereto and its or any subsequent successors, Transferees, 
      Overdraft Facility Transferees and permitted assigns.

29.   ASSIGNMENTS AND TRANSFERS BY THE BORROWERS

      Neither Borrower shall be entitled to assign or transfer all or any of its
      rights, benefits and obligations hereunder.

30.   ASSIGNMENTS AND TRANSFERS BY BANKS, CHANGE OF OVERDRAFT PROVIDER

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 UK Facility;

           (b)  without the prior written consent of the Borrowers, 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;

           (d)  if the result thereof, at the time of such transfer or 
                assignment or immediately thereafter, would be that either 
                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;

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



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            (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 each 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 Borrowers 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 Borrowers 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 Borrowers 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 Borrowers and such Transferee have assumed 
            and/or acquired the same in place of the Borrowers 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

      (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.



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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  Pelikan Produktions AG may, at any time and from time to time, upon notice
      to the Agent, request that a different Lender specified by Pelikan
      Produktions AG 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 Borrowers 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 Borrowers 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 Borrowers 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 Borrowers (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 Borrowers in connection with any 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 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



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      (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 Borrowers 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 360 days or (in the case of interest
      payable on an amount denominated in sterling) 365 days and the actual
      number of days elapsed.

32.2  Letter of Credit commission in respect of any Letter of Credit, and any
      period of the Term thereof determined pursuant to Clause 9, shall be
      calculated on the basis of a year of 360 days or (in the case of a Letter
      of Credit denominated in sterling) 365 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 (and each Lender's share
      therein), (ii) the amount of all principal, interest and other sums due or
      to become due from either 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 proceedings 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 Borrowers
      therein recorded.

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.  Barclays Bank PLC represents that as at the
      date hereof Barclays Overdraft Agent is a person recognised as a bank
      pursuant to Clause 232 of the Circular of Swiss Federal Tax 



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                                       33

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      Authorities, dated 29th October, 1992 regarding the tax treatment of 
      syndicated loans, debt certificate issues, promissory notes and 
      subparticipations.

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
      as 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 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 a Borrower shall be signed by 
      the person or persons authorised by that Borrower in the certificate 
      delivered pursuant to the Third Schedule 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 
      Borrowers.

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 



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      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 Borrowers; 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 other 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 Borrowers; 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 Borrowers 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 Borrowers.  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 Borrowers. No amendment, 
      modification, termination or waiver of any Finance Document that 
      releases any guarantor or releases any collateral under the Security 
      Documents not otherwise permitted under the Credit Agreement or such 
      Security Document shall be effective unless evidenced by a writing 
      signed by or on behalf of Banks having 80% 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 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 either Borrower shall entitle such 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 Borrowers.

38.   BORROWER SECESSION

      In the event that any Borrower is required to make any 
      additional payment to a Lender pursuant to Clauses 14 or 18.2 or any 
      Lender claims indemnification under Clauses 15.1 or 15.2 or an event 
      referred to in Clause 16 occurs and such requirement, claim or 
      consequence of such event would be 



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      avoided or mitigated by that Borrower ceasing to be a Borrower hereunder 
      then subject to the Borrower being under no actual obligation or 
      contingent payment obligation under or pursuant to any Finance Document, 
      it may cease to be a Borrower hereunder with the prior written consent 
      of the Agent and upon receipt by the Agent of a Borrower Secession 
      Memorandum.

39.   GUARANTEE BY PELIKAN PRODUKTIONS AG

39.1  As consideration for Banks and the Overdraft Provider agreeing to enter
      into this Agreement and extend the Commitments and Short-Term 
      Advances, as applicable, hereunder, Pelikan Produktions AG hereby 
      unconditionally and irrevocably guarantees the due and punctual 
      payment when due of all Obligations of Pelikan Hardcopy 
      (International) AG.  For purposes of this Part 15: (i) Pelikan 
      Produktions AG is referred to as a "Guarantor" and the obligations of 
      Pelikan Produktions AG under this Clause 39.1 are referred to as this 
      "Guarantee" and (ii) "Obligations" shall mean all obligations and 
      liabilities of Pelikan Hardcopy (International) AG owed to Agents, 
      Arrangers, the Fronting Bank, or Lenders (or any of them) under this 
      Agreement or any of the other Finance Documents.

39.2  The Guarantor waives presentation of, demand of, payment from and protest
      of any Obligation of Pelikan Hardcopy (International) AG and also 
      waives notice of protest for non-payment.  The obligations of the 
      Guarantor under this Guarantee shall not be affected by, and the 
      Guarantor hereby waives its rights (to the extent permitted by 
      applicable law) in connection with:

      (a)   the failure of any Agent, Arranger, the Fronting Bank or any Lender 
            to assert any claim or demand or to enforce any right or remedy 
            against Pelikan Hardcopy (International) AG under the provisions of 
            this Agreement or any other agreement or otherwise;
      
      (b)   any extension or renewal of any provision thereof;
     
      (c)   any increase in the amount of the Obligations;
     
      (d)   any rescission, waiver, amendment or modification of any of the 
            terms or provisions of this Agreement (subject to Clause 37) or any
            instrument executed pursuant hereto;

      (e)   the release of any of the security held by any party for the
            Obligations of Borrowers;

      (f)   the failure of any Agent, Arranger, the Fronting Bank or any Lender 
            to exercise any right or remedy against any other guarantor of the
            Obligations;

      (g)   any Agent, Arranger, the Fronting Bank or any Lender taking and
            holding security or collateral for the payment of this Guarantee, 
            any other guarantees of the Obligations or other liabilities of 
            Pelikan Hardcopy (International) AG and the Obligations guaranteed 
            hereby, and exchanging, enforcing, waiving and releasing any such 
            security or collateral;

      (h)   any Agent, Arranger, the Fronting Bank or any Lender applying any 
            such security or collateral and directing the order or manner of 
            sale thereof as Collateral Agent and Agent in their discretion, 
            may determine; or
     
      (i)   any Agent, Arranger, the Fronting Bank or any Lender settling,
            releasing, compromising, collecting or otherwise liquidating the
            Obligations and any security or collateral therefor in any manner
            determined by the applicable Agent, Arranger, the Fronting Bank or
            such Lender.



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<PAGE>

                                       36

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      The obligations of the Guarantor under this Guarantee shall not be 
      subject to any reduction, limitation, impairment or termination for 
      any reason, including, without limitation, any claim of waiver, 
      release, surrender, alteration or compromise, and shall not be subject 
      to any defence or set-off, counterclaim, recoupment or termination 
      whatsoever by reason of the invalidity, illegality or unenforceability 
      of the Obligations, discharge of Pelikan Hardcopy (International) AG 
      from the Obligations in a bankruptcy or similar proceeding or 
      otherwise. Without limiting the generality of the foregoing, the 
      obligations of the Guarantor under this Guarantee shall not be 
      discharged or impaired or otherwise affected by the failure of any 
      Agent, Arranger, the Fronting Bank or any Lender to assert any claim 
      or demand or to enforce any remedy under this Agreement or any other 
      agreement, by any waiver or modification of any provision thereof, by 
      any default, failure or delay, wilful or otherwise, in the performance 
      of the Obligations, or by any other act or thing or omission or delay 
      to do any other act or thing that may or might in any manner or to any 
      extent vary the risk of the Guarantor or would otherwise operate as a 
      discharge of the Guarantor as a matter of law or equity.
      
      Any Agent may, at its or their election, foreclose on any security 
      held by them by one or more judicial or nonjudicial sales, or exercise 
      any other right or remedy any Agent may have against Guarantor, 
      Pelikan Hardcopy (International) AG or any security without affecting 
      or impairing in any way the liability of the Guarantor hereunder 
      except to the extent the Obligations have been paid. The Guarantor 
      waives any defense arising out of such election by an Agent, even 
      though such election operates to impair or extinguish any right of 
      reimbursement or subrogation or other right or remedy of the Guarantor 
      against Pelikan Hardcopy (International) AG or any security, so long 
      as such Agent has acted in a commercially reasonable manner.
      
      The Guarantor further agrees that this Guarantee shall continue to be 
      effective or be reinstated, as the case may be, if at any time 
      payment, or any part thereof, of principal of or interest on any of 
      the Obligations is rescinded or must otherwise be restored by any 
      Agent, Arranger, the Fronting Bank or any Lender upon the bankruptcy 
      or reorganization of Pelikan Hardcopy (International) AG or otherwise.
      
      The Guarantor further agrees, in furtherance of the foregoing and not 
      in limitation of any other right that any Agent, Arranger, the 
      Fronting Bank or any Lender may have at law or in equity against the 
      Guarantor by virtue hereof, upon the failure of Pelikan Hardcopy 
      (International) AG to pay any of the Obligations when and as the same 
      shall become due (whether by required prepayment, declaration, demand 
      or otherwise), the Guarantor will forthwith pay, or cause to be paid, 
      in cash, to an Agent an amount equal to the sum of the unpaid 
      principal amount of such Obligations, accrued and unpaid interest on 
      such Obligations and all other Obligations of Pelikan Hardcopy 
      (International) AG to any Agent, Arranger, the Fronting Bank or such 
      Lender.
      
      So long as any of the Obligations shall remain outstanding hereunder, 
      Guarantor hereby irrevocably waives any right of subrogation, 
      contribution, indemnity or otherwise against Pelikan Hardcopy 
      (International) AG that may arise out of or be caused by this 
      Guarantee, all rights and/or claims against Pelikan Hardcopy 
      (International) AG which may arise against Pelikan Hardcopy 
      (International) AG by reason of this Guarantee, any right to enforce 
      any remedy that any Lenders now have or may hereafter have against 
      Pelikan Hardcopy (International) AG and any benefit of, and any right 
      to participate in, any security now or hereafter held by or on behalf 
      of Lenders.
      
      Notwithstanding anything contained in this Clause 39.2 to the 
      contrary, this Guarantee shall not be effective or in full force and 
      effect until the Closing Date.



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<PAGE>

                                       37

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40.   LAW

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

41.   JURISDICTION

41.1  Each Borrower hereby irrevocably agrees for the benefit of each of the
      other parties hereto that the courts of England shall have jurisdiction to
      hear and determine any suit, action or proceeding, and to settle any
      disputes, which may arise out of or in connection with this Agreement and,
      for such purposes irrevocably submits to the jurisdiction of such courts.

41.2  Each Borrower irrevocably waives any objection which it might now or
      hereafter have to the courts referred to in Clause 41.1 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
      Agreement and agrees not to claim that any such court is not a convenient
      or appropriate forum.

41.3  Each Borrower agrees that the process by which any suit, action or
      proceeding is begun may be served on it by being delivered in connection
      with any suit, action or proceeding in England to Pelikan Scotland Limited
      at Newcastle Way, Orton, Southgate, Peterborough PE2 AUJ or other its
      registered office for the time being. If the appointment of the person
      mentioned in this Clause 41.3 ceases to be effective each Borrower shall
      immediately appoint a further person in England to accept service of
      process on its behalf in England and, failing such appointment within 15
      days, the Agent shall be entitled to appoint such a person by notice to 
      the Borrowers. Nothing contained herein shall affect the right to serve 
      process in any other manner permitted by law.

41.4  The submission to the jurisdiction of the courts referred to in Clause 41
      shall not (and shall not be construed so as to) limit the right of any
      party to take proceedings against any other party in any other court of
      competent jurisdiction nor shall the taking of proceedings in any one or
      more jurisdictions preclude the taking of proceedings in any other
      jurisdiction (whether concurrently or not) if and to the extent permitted
      by applicable 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>

                                       38

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                               THE FIRST SCHEDULE

                                   THE BANKS


BANK                                    COMMITMENT (CHF)
 
Barclays Bank PLC                       7,000,000

NationsBank N.A.                        16,525,000

Commerzbank AG                          5,000,000

Deutsche Bank AG                        5,000,000

The First National Bank of Chicago      5,000,000

Societe Generale                        4,925,000

ABN AMRO Bank N.V.                      3,275,000

Credit Lyonnais, S.A.                   3,275,000














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<PAGE>

                                       39

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                              THE SECOND SCHEDULE

                        FORM OF TRANSFER CERTIFICATE


To:  Barclays Bank PLC
     Pelikan Produktions AG
     Pelikan Hardcopy (International) AG
     
                           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 Produktions AG and Pelikan Hardcopy (International) AG as borrowers 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(s) 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
     Borrowers.

5.   The Transferee hereby undertakes with the Borrowers, 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.

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 Borrowers



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<PAGE>

                                       40

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     or for the performance and observance by the Borrowers of any of their
     respective obligations under the Facility Agreement or my 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
     Borrowers 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:

Account for Payments:

Telex:



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<PAGE>

                                       41

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


Telefax:

Telephone:







































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<PAGE>
                                      42
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                              THE THIRD SCHEDULE

                             CONDITIONS PRECEDENT


Each of the following:

1.   A certificate of the secretary or a director of each 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 each Borrower:

     (a)  approving the terms of this Agreement and all other documents to be
          executed by such 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 each 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 each 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 a Borrower
shall be certified by a director or the secretary of the relevant 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>
                                      43
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                             THE FOURTH SCHEDULE

                             UTILISATION REQUEST


From:     Pelikan Produktions AG/Pelikan Hardcopy (International) AG

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

Dated:

Dear Sirs,

1.   We refer to the amended and restated agreement (the "FACILITY AGREEMENT")
     dated 15th October, 1996 and made between Pelikan Produktions AG and
     Pelikan Hardcopy (International) AG as borrowers, 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] 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 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 PRODUKTIONS AG/PELIKAN HARDCOPY (INTERNATIONAL) AG

____________________
**  Delete as appropriate



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<PAGE>
                                      44
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                               THE FIFTH SCHEDULE

                                 TIMETABLES


            UTILISATION BY MEANS OF ADVANCES OTHER THAN SHORT-TERM ADVANCES  

"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-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
     recipient of Letter of Credit (7.2(iii))     D-3  3.00 p.m.

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

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

5.   Letter of Credit to be issued (7.2)     D    3.00 p.m.



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<PAGE>
                                      45
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                             THE SIXTH SCHEDULE

                   FORM OF BORROWER SECESSION MEMORANDUM


To:   Barclays Bank PLC
From: Pelikan Produktions AG and
      Pelikan Hardcopy (International) AG



Dated:

Dear Sirs,

1.   We refer to the amended and restated agreement (the "FACILITY AGREEMENT")
     dated 15th October, 1996 and made between ourselves as borrowers, Barclays
     Bank PLC as agent, NationsBank of Texas, N.A. as collateral and
     documentation agent, the financial institutions defined therein as Banks
     and others.

2    Terms defined in the Facility Agreement shall bear the same meaning herein.

3.   We hereby declare that [name of Borrower] is under no actual or contingent
     obligation under or pursuant to any Finance Document in its capacity as a
     Borrower.

4.   Accordingly, pursuant to Clause 38 of the Facility Agreement and with
     effect from receipt of this notice, [name of relevant Borrower] shall cease
     to be a Borrower under the Facility Agreement.

                                    Yours faithfully




                                   For and on behalf of
                              Pelikan Produktions AG and
                          Pelikan Hardcopy (International) AG




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<PAGE>

                                       46
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                              THE SEVENTH 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 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


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<PAGE>
                                       47
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set out above.






























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<PAGE>
                                      48
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                                THE EIGHTH SCHEDULE

               FORM OF OVERDRAFT PROVIDER TRANSFER CERTIFICATE



To:  Barclays Bank PLC, as Agent 
     Pelikan Produktions AG
     Pelikan Hardcopy (International) AG


                      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 Produktions AG and Pelikan Hardcopy (International) AG as borrowers 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 Borrowers.

5.   The Overdraft Facility Transferee hereby undertakes with the Borrowers, 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


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<PAGE>
                                     49
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     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 Borrowers or for the performance and observance by the Borrowers 
     of any of their respective 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 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 Borrowers 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 be governed by and construed in accordance
     with English law.

                                     THE SCHEDULE
     
     1.   Overdraft Provider:
     
     2.   Overdraft Facility Transferee:
     
     3.   Transfer Date:


[TRANSFEREE OVERDRAFT                                      [TRANSFEROR OVERDRAFT
PROVIDED]                                                              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>
                                       50
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<PAGE>

                                       51
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                                  SIGNATORIES

THE BORROWERS

PELIKAN PRODUKTIONS AG

By:       HANS PAFFHAUSEN

Address:  Forchstrasse 100
          CH-8132 Egg
          Switzerland

Fax:      (41-1) 9861 394


PELIKAN HARDCOPY (INTERNATIONAL) AG

By:       HANS PAFFHAUSEN

Address:  Forchstrasse 100
          CH-8132 Egg
          Switzerland
          
Fax:      (41-1) 9861 394


THE ARRANGERS

BZW

By:       PETER YETMAN

Address:  Murray House
          I 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

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<PAGE>

                                       52
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THE AGENT

BARCLAYS BANK PLC

By:       PETER YETMAN

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

Fax:      0171 696 2908


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
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<PAGE>

                                       53
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THE FRONTING BANK

BARCLAYS BANK PLC

By:       PETER YETMAN

Address:  Murray House
          I Royal Mint Court
          London EC3N 4HH
          
Fax:      0171 696 2908


THE OVERDRAFT PROVIDER

BARCLAYS BANK PLC

By:       PETER YETMAN

Address:  c/o: BARCLAYS BANK (SCHWEIZ) AG 
          Schutzengasse 21, 
          Postfach 5172
          CH-8022 Zurich
          Switzerland

Fax:      (41)(1) 211 5426

THE BANKS

BARCLAYS BANK PLC

By:       PETER YETMAN

Address:  Murray House
          I Royal Mint Court
          London EC3N 4HH
          
Fax:      0171 696 2908


NATIONSBANK, N.A.

By:       DAN KILLIAN

Address:  901 Main Street
          67th Floor
          Dallas, Texas 75202
          U.S.A.
          
Fax:      (214) 5080)980

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<PAGE>

                                       54
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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


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

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ABN AMRO BANK, N.V.

By:       RONALD MAHLE        DAVID ORR

Address:  Three Riverway, Suite 1700
          Houston, Texas 77056

Fax:      (713) 629 7533


CREDIT LYONNAIS, S.A.

By:       GHISLAIN CHABERT

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

Fax:      (214) 220 2323

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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 2 June, 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 Produktions AG and Pelikan Hardcopy (International) AG as borrowers, 
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 Borrowers:

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 Borrowers that the courts of 
England shall have jurisdiction 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,

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                                       57
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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 either 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: __________________________



B3:72735.1

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