EXHIBIT 10.1
              __________________________________________________
              __________________________________________________


                         LOAN AND SECURITY AGREEMENT


                           DATED:  October 31, 2001

                                 $50,000,000


                                 by and among

                          THE LENDERS NAMED HEREIN,

                                  as Lenders

                                     and

                          FLEET CAPITAL CORPORATION,

                            as Agent and a Lender

                                     and

              HOME PRODUCTS INTERNATIONAL - NORTH AMERICA, INC.,

                                 as Borrower

              __________________________________________________
              __________________________________________________


                          Fleet Capital Corporation

                      A FleetBoston Financial Company

<PAGE>


                               TABLE OF CONTENTS

                                                                  Page


 SECTION 1.  CREDIT FACILITY......................................  1
      1.1    Revolving Credit Loans...............................  1
      1.2    Letters of Credit; LC Guaranties.....................  2
 SECTION 2.  INTEREST, FEES AND CHARGES...........................  3
      2.1    Interest.............................................  3
      2.2    Computation of Interest and Fees.....................  4
      2.3    Letter of Credit and LC Guaranty Fees................  4
      2.4    Unused Line Fee......................................  5
      2.5    Audit and Appraisal Fees.............................  5
      2.6    Reimbursement of Expenses............................  5
      2.7    Bank Charges.........................................  6
 SECTION 3.  LOAN ADMINISTRATION..................................  6
      3.1    Manner of Borrowing Revolving Credit Loans...........  6
      3.2    Payments.............................................  9
      3.3    Mandatory Prepayments................................ 10
      3.4    Application of Payments and Collections.............. 11
      3.5    All Loans to Constitute One Obligation............... 11
      3.6    Loan Account......................................... 11
      3.7    Statements of Account................................ 11
      3.8    Increased Costs...................................... 11
      3.9    Basis for Determining Interest Rate Inadequate or
               Unfair............................................. 13
 SECTION 4.  TERM AND TERMINATION................................. 13
      4.1    Term of Agreement.................................... 13
      4.2    Termination.......................................... 13
 SECTION 5.  SECURITY INTERESTS................................... 14
      5.1    Security Interest in Collateral...................... 14
      5.2    Other Collateral..................................... 15
      5.3    Lien Perfection; Further Assurances.................. 16
      5.4    Lien on Realty....................................... 16
 SECTION 6.  COLLATERAL ADMINISTRATION............................ 17
      6.1    General.............................................. 17
      6.2    Administration of Accounts........................... 17
      6.3    Administration of Inventory.......................... 19
      6.4    Administration of Equipment.......................... 19
      6.5    Payment of Charges................................... 20
 SECTION 7.  REPRESENTATIONS AND WARRANTIES....................... 20
      7.1    General Representations and Warranties............... 20
      7.2    Continuous Nature of Representations and Warranties.. 25
      7.3    Survival of Representations and Warranties........... 25
 SECTION 8.  COVENANTS AND CONTINUING AGREEMENTS.................. 25
      8.1    Affirmative Covenants................................ 25
      8.2    Negative Covenants................................... 28
      8.3    Specific Financial Covenants......................... 32
 SECTION 9.  CONDITIONS PRECEDENT................................. 32
      9.1    Documentation........................................ 32
      9.2    No Default........................................... 32
      9.3    Other Loan Documents................................. 33
      9.4    Availability......................................... 33
      9.5    No Litigation........................................ 33
 SECTION 10. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT.... 33
      10.1   Events of Default.................................... 33
      10.2   Acceleration of the Obligations...................... 35
      10.3   Other Remedies....................................... 35
      10.4   Remedies Cumulative; No Waiver....................... 37
      10.5   Set Off and Sharing of Payments...................... 37
 SECTION 11. THE AGENT............................................ 37
      11.1   Authorization and Action............................. 37
      11.2   Agent's Reliance, Etc................................ 38
      11.3   FCC and Affiliates................................... 39
      11.4   Lender Credit Decision............................... 39
      11.5   Indemnification...................................... 39
      11.6   Rights and Remedies to be Exercised by Agent Only.... 39
      11.7   Agency Provisions Relating to Collateral............. 40
      11.8   Successor Agent...................................... 40
      11.9   Audit and Examination Reports; Disclaimer by Lenders. 41
 SECTION 12. MISCELLANEOUS........................................ 41
      12.1   Power of Attorney.................................... 41
      12.2   Indemnity............................................ 42
      12.3   Modification of Agreement; Sale of Interest.......... 42
      12.4   Severability......................................... 45
      12.5   Successors and Assigns............................... 45
      12.6   Cumulative Effect; Conflict of Terms................. 45
      12.7   Execution in Counterparts............................ 46
      12.8   Notice............................................... 46
      12.9   Consents............................................. 47
      12.10  Credit Inquiries..................................... 47
      12.11  Time of Essence...................................... 48
      12.12  Entire Agreement..................................... 48
      12.13  Interpretation....................................... 48
      12.14  GOVERNING LAW; CONSENT TO FORUM...................... 48
      12.15  WAIVERS BY BORROWER.................................. 49
      12.16  Advertisement........................................ 49

<PAGE>

                         LOAN AND SECURITY AGREEMENT

      THIS LOAN AND  SECURITY AGREEMENT  is made  this 31st  day of  October,
 2001,  by  and  among   HOME  PRODUCTS  INTERNATIONAL_NORTH  AMERICA,   INC.
 ("Borrower"), a Delaware  corporation with  its chief  executive office  and
 principal place  of business  at 4501  West 47th  Street, Chicago,  Illinois
 60632; the lenders who are signatories hereto ("Lenders"); and FLEET CAPITAL
 CORPORATION ("FCC"), a Rhode Island corporation with an office at One  South
 Wacker Drive,  Suite 1400,  Chicago, Illinois  60606, as  agent for  Lenders
 hereunder (FCC, in such capacity, being "Agent").  Capitalized terms used in
 this Agreement have  the meanings assigned  to them in  Appendix A,  General
 Definitions.   Accounting terms  not otherwise  specifically defined  herein
 shall be construed in accordance with GAAP consistently applied.


 Section 1.  CREDIT FACILITY.

      Subject to  the terms  and  conditions of,  and  in reliance  upon  the
 representations and warranties made  in, this Agreement  and the other  Loan
 Documents, Lenders agree  to make  a Total Credit  Facility of  up to  Fifty
 Million Dollars ($50,000,000) available  upon Borrower's request  therefore,
 as follows:

     1.1 Revolving Credit Loans.

                   1.1.1   Loans  and Reserves.  The  aggregate amount of the
 Revolving Credit Loans to be made  by each Lender (such Lender's  "Revolving
 Credit Loan Commitment"), pursuant to the terms hereof, shall be the  amount
 set below such Lender's name on  the signature pages hereof.  The  aggregate
 principal amount of the Revolving Credit  Loan Commitments is Fifty  Million
 Dollars ($50,000,000).   The percentage equal  to the  quotient of  (x) each
 Lender's Revolving Credit Loan Commitment,  divided by (y) the aggregate  of
 all Revolving Credit  Loan Commitments, is  that Lender's "Revolving  Credit
 Percentage".  Subject to all of the terms and conditions of this  Agreement,
 each Lender agrees, for so long as no Default or Event of Default exists, to
 make Revolving Credit Loans to Borrower  from time to time, as requested  by
 Borrower in the manner set forth in subsection 3.1.1 hereof, up to a maximum
 principal amount at  any time outstanding  equal to the  product of  (A) the
 Borrowing Base  at such  time minus  the  LC Amount  and reserves,  if  any,
 multiplied by (B) such  Lender's Revolving Credit  Percentage.  Agent  shall
 have the right to  establish reserves in such  amounts, and with respect  to
 such matters,  as Agent  shall deem  necessary or  appropriate, against  the
 amount of Revolving Credit Loans which Borrower may otherwise request  under
 this subsection 1.1.1,  including,  without  limitation,  with  respect  to:
 (i) price  adjustments,  rebates,  damages,  unearned  discounts,   returned
 products or  other matters  for which  credit memoranda  are issued  in  the
 ordinary  course  of  Borrower's  business;  (ii) shrinkage,  spoilage   and
 obsolescence of  Inventory;  (iii) slow moving  Inventory;  (iv) other  sums
 chargeable against Borrower's Loan Account  as Revolving Credit Loans  under
 any section of this Agreement; (v) amounts  owing by Borrower to any  Person
 to the extent secured by a Lien on, or trust over, any Property of  Borrower
 (other  than  a  Permitted  Lien);  and  (vi) such  other  matters,  events,
 conditions or contingencies as to which Agent, in its sole credit  judgment,
 determines reserves should be established from  time to time hereunder.   In
 the event  that  Agent establishes  any  such reserve,  Agent  shall  notify
 Borrower of  such  event and  shall  discuss  with Borrower  the  facts  and
 circumstances giving rise to the establishment of any such reserve.

           The Revolving Credit Loans shall be evidenced by promissory  notes
 to be  executed  and  delivered by  Borrower  at  the time  of  the  initial
 Revolving Credit Loan, the form of which is attached hereto and made a  part
 hereof as  Exhibit 1.1.1 (the  "Revolving Credit  Notes").   Each  Revolving
 Credit Note shall be payable  to the order of  a Lender and shall  represent
 the obligation of  Borrower to  pay the  amount of  such Lender's  Revolving
 Credit Loan Commitment or, if less, the aggregate unpaid principal amount of
 all Revolving Credit  Loans made by  such Lender to  Borrower with  interest
 thereon as prescribed in subsection 2.1.1.

           Insofar as  Borrower may  request and  Lenders may  be willing  in
 their sole  and  absolute  discretion to  make  Revolving  Credit  Loans  to
 Borrower at a time  when the unpaid balance  of Revolving Credit Loans  plus
 the LC Amount exceeds, or would exceed with the making of any such Revolving
 Credit Loan,  the  Borrowing Base  (any  such  Loan or  Loans  being  herein
 referred  to   individually  as   an  "Overadvance"   and  collectively   as
 "Overadvances"), Agent shall enter such Overadvances  as debits in the  Loan
 Account.  All Overadvances  shall be repaid on  demand, shall be secured  by
 the Collateral and  shall bear interest  as provided in  this Agreement  for
 Revolving Credit Loans  generally.  Any  Overadvance to be  made by  Lenders
 pursuant to the terms hereof shall be made by Lenders ratably in  accordance
 with their  Revolving  Credit  Percentages. Overadvances  in  the  aggregate
 amount of Five Hundred Thousand Dollars ($500,000) or less may, prior to the
 occurrence and during the continuation of a Default or Event of Default,  be
 made in  the sole  and  absolute discretion  of  Agent. Overadvances  in  an
 aggregate amount of more than Five  Hundred Thousand Dollars ($500,000)  but
 less than One Million Five Hundred Thousand Dollars ($1,500,000) may,  prior
 to the  occurrence and  during continuation  of  a Default  or an  Event  of
 Default, be made in  the sole and absolute  discretion of Required  Lenders.
 Overadvances in an  aggregate amount of  One Million  Five Hundred  Thousand
 Dollars  ($1,500,000)  or  more  and  Overadvances  to  be  made  after  the
 occurrence and during the continuation of  a Default or an Event of  Default
 shall require the consent of all Lenders.  The forgoing notwithstanding,  in
 no event,  unless  otherwise consented  to  by all  Lenders,  (x) shall  any
 Overadvances be  outstanding  for more  than  sixty (60)  consecutive  days,
 (y) after all  outstanding Overadvances  have been  repaid, shall  Agent  or
 Lenders make any additional Overadvances unless sixty (60) days or more have
 expired since the last  date on which any  Overadvances were outstanding  or
 (z) shall Overadvances be outstanding on more  than ninety (90) days  within
 any one hundred eighty day (180) period.

                   1.1.2   Use of Proceeds.  The Revolving Credit Loans shall
 be used solely for the satisfaction of existing Indebtedness of Borrower  to
 the Chase Group, for Borrower's general operating capital needs in a  manner
 consistent with the provisions of this Agreement and all applicable laws and
 for such other purposes as permitted by this Agreement.

      1.2 Letters of Credit; LC Guaranties.  (i)  Agent  agrees, on behalf of
 Lenders, for  so long  as no  Default  or Event  of  Default exists  and  if
 requested by  Borrower,  (x) to  issue  its,  or  cause  to  be  issued  its
 Affiliate's Letters of Credit for the account of Borrower or (y) to  execute
 LC Guaranties by which Lenders shall guaranty the payment or performance  by
 Borrower of its reimbursement obligation with respect to Letters of  Credit;
 provided that  the  aggregate face  amount  of  all Letters  of  Credit  and
 LC Guaranties outstanding at any time shall  not exceed Six Million  Dollars
 ($6,000,000).  No Letter  of Credit or LC  Guarantee may have an  expiration
 date that is after the last day of the  Original Term.  Any amounts paid  by
 Agent or any Lender under any  LC Guaranty or in connection with any  Letter
 of Credit  (x) shall become  part of  the  Obligations, (y) unless  paid  by
 Borrower pursuant  to  subsection 1.3(iii) below,  shall  be paid  from  the
 proceeds of a Revolving Credit  Loan requested pursuant to  subsection 3.1.1
 below, to the  extent Lenders are  required to make  Revolving Credit  Loans
 pursuant to the terms hereof and (z) otherwise, shall be payable on demand.

           (ii) Immediately upon the  issuance of  each Letter  of Credit  by
 Agent or its Affiliate or LC Guaranty  by Agent or its Affiliate  hereunder,
 each  Lender  shall  be  deemed  to  have  automatically,  irrevocably   and
 unconditionally purchased from Agent an undivided interest and participation
 in and to such Letter of Credit or LC Guaranty, the obligations of  Borrower
 in respect thereof and the liability of Agent or its Affiliate thereunder in
 an amount  equal to  the maximum  amount available  for drawing  under  such
 Letter of Credit  or, in the  case of a  LC Guaranty, the amount  guaranteed
 thereunder, multiplied by such Lender's Revolving Credit Percentage.   Agent
 will notify each Lender promptly upon presentation  to it of a draw under  a
 Letter of Credit or a demand for payment  under a LC Guaranty.  On a  weekly
 basis, or more  frequently if  requested by  Agent, each  Lender shall  make
 payment to Agent in immediately available funds, of an amount equal to  such
 Lender's pro  rata share  of the  amount of  any payment  made by  Agent  in
 respect to any  Letter of  Credit or LC Guaranty.   The  obligation of  each
 Lender to reimburse  Agent under  this Section 1.3  shall be  unconditional,
 continuing, irrevocable and absolute, except in respect of indemnity  claims
 arising out of  Agent's willful misconduct.   In the  event that any  Lender
 fails to make  payment to Agent  of any amount  due under this  Section 1.3,
 Agent shall be entitled to receive, retain and apply against such obligation
 the principal and interest otherwise payable to such Lender hereunder  until
 Agent receives such payment from such Lender or such obligation is otherwise
 fully satisfied; provided, however, that nothing contained in this  sentence
 shall relieve such Lender of its obligation to reimburse the Agent for  such
 amount in accordance with this subsection 1.3(ii).

           (iii)   Borrower  agrees,   unconditionally,    irrevocably    and
 absolutely, to pay  immediately to Agent,  for the account  of Lenders,  the
 amount drawn under a Letter of Credit or paid pursuant to a LC Guaranty.  If
 Borrower at any time fails to make such payment in accordance with the terms
 of this Agreement, Borrower shall be  deemed to have elected to borrow  from
 the Lenders on such date Revolving Credit Loans equal in aggregate amount to
 the amount paid by Agent or  the issuing Lender, as  the case may be,  under
 such Letter of Credit or  LC Guaranty. The provisions of  subsections 1.3(i)
 and (ii) notwithstanding, in the event that any Lender is prohibited by  any
 Legal Requirement  from  issuing or  participating  in any  LC Guaranty  (or
 portion thereof), then Agent shall issue such LC Guaranty (or such  Lender's
 portion thereof) in lieu of such Lender and such Lender shall not be  deemed
 to have a participation  therein.  In such  event, any payments received  by
 Agent pursuant  to subsection 1.3(iii)  of the  Loan Agreement  which  would
 otherwise be paid  by Agent to  such Lender shall  be retained  by Agent  to
 reimburse Agent for any amounts paid by Agent in respect to the  LC Guaranty
 (or portion thereof) Agent issued in lieu of such Lender.


 Section 2.  INTEREST, FEES AND CHARGES.

     2.1 Interest.

                   2.1.1   Rates  of Interest.  Interest  shall accrue on the
 Revolving Credit Loans in accordance with the terms of the Revolving  Credit
 Note.   Interest shall  accrue on  the  principal amount  of the  Base  Rate
 Advances outstanding at the end of each day at a fluctuating rate per  annum
 equal to the Applicable Margin plus the Base Rate.  Interest shall accrue on
 the principal amount of each of the LIBOR Advances outstanding at the end of
 each day at a fixed rate per annum  equal to the Applicable Margin plus  the
 LIBOR for the applicable Interest Period.   The rate of interest  applicable
 to Base Rate Advances shall increase or  decrease by an amount equal to  any
 increase or  decrease in  the Base  Rate,  effective as  of the  opening  of
 business on the day that any such change in the Base Rate occurs.

                   2.1.2   Default Rate  of Interest.  At the option of Agent
 or Required Lenders, upon and after  the occurrence of an Event of  Default,
 and during the continuation thereof, the principal amount of all Loans shall
 bear interest  at a  rate per  annum equal  to two  percent (2%)  above  the
 interest rate otherwise applicable thereto (the "Default Rate").

                   2.1.3   Maximum Interest.  Notwithstanding anything to the
 contrary set forth in this Section 2.1, if at any time until payment in full
 of all  of  the  Obligations,  the  interest  rate  calculated  pursuant  to
 subsections 2.1.1 or 2.2.2 (the "Stated Rate")  exceeds the highest rate  of
 interest permissible under any law which  a court of competent  jurisdiction
 shall, in a final determination, deem applicable hereto (the "Maximum Lawful
 Rate"), then in such event and so long  as the Maximum Lawful Rate would  be
 so exceeded, the rate  of interest payable hereunder  shall be equal to  the
 Maximum Lawful Rate; provided, however, that  if at any time thereafter  the
 Stated Rate is less than the Maximum Lawful Rate, Borrower shall continue to
 pay interest hereunder  at the Maximum  Lawful Rate until  such time as  the
 total interest received by Lenders from the making of advances hereunder  is
 equal to the total interest which Lenders would have received had the Stated
 Rate (but for the operation of this subsection 2.1.3) been the interest rate
 payable since  the Closing  Date.   Thereafter,  the interest  rate  payable
 hereunder shall be the  Stated Rate unless and  until the Stated Rate  again
 exceeds the Maximum Lawful Rate, in which event this subsection 2.1.3  shall
 again apply.   In  no event  shall the  total interest  received by  Lenders
 pursuant to the terms hereof exceed the amount which Lenders could  lawfully
 have received had the  interest due hereunder been  calculated for the  full
 term hereof at the Maximum Lawful Rate.

     2.2 Computation of Interest and Fees.  Interest, Letter of Credit and LC
 Guaranty fees and unused line fees and collection charges hereunder shall be
 calculated daily and shall be computed on the actual number of days  elapsed
 over a year of 360 days.

     2.3 Letter of  Credit and LC Guaranty Fees.  Borrower shall pay to Agent
 either for its benefit or the ratable benefit of Lenders, as provided below:

           (i) for  standby Letters  of Credit  and LC Guaranties of  standby
 Letters of Credit,  the Applicable Margin  per annum of  the aggregate  face
 amount of such Letters of Credit and LC Guaranties outstanding from time  to
 time during  the term  of  this Agreement,  plus  all normal  and  customary
 charges associated with the issuance thereof (including, without limitation,
 a fronting  fee in  the amount  of one-eighth  of one  percent (?%)  of  the
 maximum face amount  of the  applicable Letter  of Credit  or LC  Guaranty),
 which fees and charges  shall be deemed fully  earned upon issuance of  each
 such Letter of Credit or LC Guaranty, shall be due and payable on the  first
 Business Day of each month and shall  not be subject to rebate or  proration
 upon the termination of this Agreement for any reason; and

           (ii) for  documentary  Letters  of  Credit  and  LC  Guaranties of
 documentary Letters of  Credit, a  fee equal  to the  Applicable Margin  per
 annum of the  face amount  of each  such Letter  of Credit  or LC  Guaranty,
 payable upon the issuance of such Letter  of Credit or execution of such  LC
 Guaranty and an additional fee equal  to the Applicable Margin per annum  of
 the face amount of such  Letter of Credit or  LC Guaranty payable upon  each
 renewal thereof and  each extension thereof  plus the  normal and  customary
 charges associated with the issuance and administration of each such  Letter
 of Credit or LC Guaranty (including,  without limitation, a fronting fee  in
 the amount of one-eighth of one percent  (?%) of the maximum face amount  of
 the applicable Letter  of Credit  or LC  Guaranty), which  fees and  charges
 shall be fully earned upon issuance,  renewal or extension, as the case  may
 be, of each such Letter of Credit or  LC Guaranty, shall be due and  payable
 on the first Business Day of each month, and shall not be subject to  rebate
 or proration upon the termination of this Agreement for any reason.

           (iii) Normal and customary charges associated with the issuance of
 Letters of  Credit  or LC  Guaranties  (including, without  limitation,  any
 fronting fee) shall be paid to Agent for its own benefit.  All other amounts
 paid to Agent pursuant to this Section 2.4 shall be payable to Agent for the
 ratable benefit of Lenders.

     2.4 Unused  Line  Fee.   Borrower  shall pay  to  Agent for  the ratable
 benefit of Lenders a  fee equal to  the Applicable Margin  per annum of  the
 average monthly amount by  which the Maximum  Revolving Loan Amount  exceeds
 the sum of the outstanding principal  balance of the Revolving Credit  Loans
 plus the LC Amount.  The unused line fee shall be payable monthly in arrears
 on the first day of each calendar month hereafter.

     2.5 Audit and Appraisal Fees.  Borrower shall pay to Agent out-of-pocket
 audit and  appraisal  cost  and  expenses incurred  from  time  to  time  in
 connection with audits and  appraisals of Borrower's  books and records  and
 such other matters as Agent shall deem appropriate.  If an Event of  Default
 has occurred and is continuing, then Borrower shall also pay to Agent  audit
 and appraisal fees in  accordance with Agent's current  schedule of fees  in
 effect in connection with such audits or appraisals.  Audit costs,  expenses
 and fees (if any) shall be payable on  the first day of the month  following
 the date of issuance by Agent of a request for payment thereof to Borrower.

      2.6 Reimbursement of Expenses.  If, at any  time or times regardless of
 whether or not an  Event of Default  then exists, Agent,  any Lender or  any
 Participating Lender incurs reasonable (in respect to clauses (i), (ii)  and
 (v)) only legal or accounting expenses  or any other costs or  out-of-pocket
 expenses in connection with:   (i) the negotiation  and preparation of  this
 Agreement  or  any  of  the  other  Loan  Documents,  any  amendment  of  or
 modification of this Agreement  or any of the  other Loan Documents, or  any
 sale or  attempted  sale of  any  interest herein  to  another Lender  or  a
 Participating Lender; (ii) the  administration of this  Agreement or any  of
 the other  Loan  Documents  and the  transactions  contemplated  hereby  and
 thereby; (iii) any litigation, contest, dispute, suit, proceeding or  action
 (whether instituted by Agent, any Lender,  Borrower or any other Person)  in
 any way relating to the Collateral, this Agreement or any of the other  Loan
 Documents or Borrower's affairs; (iv) any attempt  to enforce any rights  of
 Agent, any Lender or any Participating Lender against Borrower or any  other
 Person which may  be obligated  to Agent and/or  Lenders by  virtue of  this
 Agreement or any of the other Loan Documents, including, without limitation,
 the Account  Debtors;  or  (v) any  attempt  to  inspect,  verify,  protect,
 preserve, restore,  collect,  sell, liquidate  or  otherwise dispose  of  or
 realize upon the Collateral;  then all such  legal and accounting  expenses,
 other costs  and  out  of  pocket  expenses of  Agent,  any  Lender  or  any
 Participating Lender shall be charged to  Borrower.  All amounts  chargeable
 to Borrower under this  Section 2.6 shall be Obligations  secured by all  of
 the Collateral, shall be payable on demand to Agent, such Lender or to  such
 Participating Lender, as the case may  be, and shall bear interest from  the
 date such demand is made until paid in  full at the rate applicable to  Base
 Rate Advances from time  to time.  Borrower  shall also reimburse Agent  for
 expenses incurred by Agent  in its administration of  the Collateral to  the
 extent and in the manner provided in Section 6 hereof.

     2.7 Bank  Charges.  Borrower shall pay to  Agent, on demand, any and all
 fees, costs or expenses which Agent, any Lender or any Participating  Lender
 pays to a bank or other similar institution (including, without  limitation,
 any fees paid by  Agent or any Lender  to any Participating Lender)  arising
 out of or  in connection with  (i) the forwarding to  Borrower or any  other
 Person on behalf  of Borrower,  by Agent,  any Lender  or any  Participating
 Lender, of proceeds of  loans made by Lenders  to Borrower pursuant to  this
 Agreement and (ii) the depositing  for collection, by  Agent, any Lender  or
 any Participating  Lender, of  any  check or  item  of payment  received  or
 delivered to Agent, any Lender or any Participating Lender on account of the
 Obligations.


 Section 3.  LOAN ADMINISTRATION.

     3.1 Manner  of Borrowing Revolving  Credit Loans.   Borrowings under the
 credit facility  established  pursuant  to  Section 1  hereof  shall  be  as
 follows:

                   3.1.1   Loan  Requests.  A request  for a Revolving Credit
 Loan shall be made, or shall be deemed to be made, in the following  manner:
 (i) Borrower may give  Agent a  Notice of  Revolving Credit  Loan, in  which
 notice Borrower shall specify the amount  of the proposed borrowing and  the
 proposed borrowing date, provided, however, that no such request may be made
 at a time when there exists a Default  or an Event of Default; and  (ii) the
 becoming due of any amount required to be paid under this Agreement, whether
 as interest or for any other Obligation, shall be deemed irrevocably to be a
 request for a Revolving Credit Loan on  the due date in the amount  required
 to pay such interest or other Obligation.  As an accommodation to  Borrower,
 Agent may permit telephonic requests for loans and electronic transmittal of
 instructions, authorizations,  agreements or  reports to  Agent by  Borrower
 from such  authorized persons  designated by  Borrower  from time  to  time.
 Unless Borrower specifically directs Agent in  writing not to accept or  act
 upon telephonic or electronic communications from Borrower, Agent shall have
 no liability to Borrower for  any loss or damage  suffered by Borrower as  a
 result of Agent's honoring of any  requests, execution of any  instructions,
 authorizations or agreements or reliance on  any reports communicated to  it
 telephonically or electronically and purporting to  have been sent to  Agent
 by Borrower and Agent shall have  no duty to verify  the origin of any  such
 communication or the authority of the person sending it, except for any loss
 or damage resulting  from Agent's  gross negligence  on willful  misconduct.
 Except as otherwise provided in subsection 3.1.4, each Revolving Credit Loan
 shall be made on notice, given  not later than 11:00 a.m. (Chicago time)  on
 the Business  Day of  the proposed  Revolving Credit  Loan, by  Borrower  to
 Agent, which shall  give to  each Lender  prompt written  notice thereof  by
 telecopier or  e-mail.   Each such  notice (a  "Notice of  Revolving  Credit
 Loan") shall  be in  writing or  by telephone  to Agent  at  (262) 798-4800,
 confirmed immediately in writing, specifying therein the requested date  and
 amount of such  Revolving Credit Loan.   Each Lender  shall, not later  than
 2:00 p.m. (Chicago time) on each requested  date, wire to a bank  designated
 by Agent the  amount of  that Lender's  Revolving Credit  Percentage of  the
 requested Revolving  Credit Loan.  Agent shall,  before 2:30  P.M.  (Chicago
 time) on the  date of  the proposed Revolving  Credit Loan,  subject to  the
 provisions hereof,  wire to  a bank  designated by  Borrower and  reasonably
 acceptable to Agent, the amount of such Revolving Credit Loan to the  extent
 received from Lenders.   The  failure of any  Lender to  make the  Revolving
 Credit Loan to  be made  by it shall  not relieve  any other  Lender of  its
 obligation hereunder to make its Revolving  Credit Loan.  Neither Agent  nor
 any other Lender shall be responsible for the failure of any other Lender to
 make the  Revolving Credit  Loan to  be  made by  such  other Lender.    The
 foregoing notwithstanding, unless otherwise  notified by any Lender,  Agent,
 in its sole  discretion, may, from  its own funds,  make a Revolving  Credit
 Loan on behalf of any Lender hereto.  In such event, the Lender on behalf of
 whom Agent made  the Revolving  Credit Loan  shall reimburse  Agent for  the
 amount of Revolving Credit Loan so made on its behalf, on a weekly (or  more
 frequent basis as determined by Agent, in its sole discretion) basis and the
 entire amount of interest attributable to such Revolving Credit Loan for the
 period from the date on which said  Revolving Credit Loan was made by  Agent
 on such Lender's behalf until Agent  is reimbursed by such Lender, shall  be
 paid to Agent.

           If at  any time  one or  more Lenders  refuse or  fail to  make  a
 requested Revolving Credit Loan  when all conditions  to a Revolving  Credit
 Loan have been satisfied or waived, then Agent may, at its option, but shall
 have no obligation whatsoever  to, purchase all, but  not less than all,  of
 the Revolving Credit Notes, held by the Lender(s) who so fail or refuse, and
 to assume such Lender's commitments to make Revolving Credit Loans and  each
 such Lender shall be  obligated to sell and  transfer such Revolving  Credit
 Notes to  Agent  for  a  price  in  cash  equal  to  the  principal  balance
 outstanding plus all accrued  but unpaid interest  thereon plus all  accrued
 but unpaid  fees  due  any such  Lender  under  the terms  hereof,  and  the
 foregoing provisions  of  this  Section will be  applicable  to  Agent  with
 respect to  the  Revolving  Credit Notes  so  purchased  by it.    Any  such
 purchase, however, shall  not relieve  any such  Lender from  any breach  of
 contract claims available to Agent and/or Borrower against such Lender as  a
 result of its failure to make any such Revolving Credit Loan.

                   3.1.2   Disbursement.      Borrower   hereby   irrevocably
 authorizes Agent  to disburse  the proceeds  of each  Revolving Credit  Loan
 requested, or deemed to be requested,  pursuant to this subsection 3.1.2  as
 follows:  (i) the  proceeds of each  Revolving Credit  Loan requested  under
 subsection 3.1.1(i) shall  be disbursed  by Agent  in  lawful money  of  the
 United States of America in immediately available funds, in the case of  the
 initial borrowing, in accordance with the terms of the written  disbursement
 letter from Borrower, and in the case of each subsequent borrowing, by  wire
 transfer to such bank account  as may be agreed  upon by Borrower and  Agent
 from time  to time  or elsewhere  if pursuant  to a  written direction  from
 Borrower; and  (ii) the proceeds  of each  Revolving Credit  Loan  requested
 under subsection 3.1.1(ii)  shall be  disbursed by  Agent by  way of  direct
 payment of the relevant interest or other Obligation.

                     3.1.3 Authorization.      Borrower   hereby  irrevocably
 authorizes Agent, in Agent's sole discretion, to advance to Borrower, and to
 charge to Borrower's Loan  Account hereunder as a  Base Rate Advance, a  sum
 sufficient to  pay  all  interest accrued  on  the  Obligations  during  the
 immediately preceding  month  and to  pay  all reasonable  costs,  fees  and
 expenses at any time owed by Borrower to Agent and/or any Lender hereunder.

                     3.1.4 LIBOR Advances.  Notwithstanding the provisions of
 subsection 3.1.1, in the event Borrower desires  to obtain a LIBOR  Advance,
 Borrower shall give Agent prior, written,  irrevocable notice no later  than
 11:00 A.M. Chicago  time on  the 3rd Business  Day  prior to  the  requested
 borrowing date specifying (i) Borrower's election to obtain a LIBOR Advance,
 (ii) the date of the proposed borrowing (which shall be a Business Day)  and
 (iii) the amount  to  be  borrowed,  which amount  shall  be  in  a  minimum
 principal amount of  One Million Dollars  ($1,000,000) and  may increase  in
 integral multiples of One Hundred Thousand Dollars ($100,000).  In no  event
 shall Borrower  be permitted  to  have outstanding  at  any one  time  LIBOR
 Advances with more than four (4) different Interest Periods.

                     3.1.5 Conversion  of Base Rate  Advances.  Provided that
 no Event of Default has occurred which is then continuing, Borrower may,  on
 any Business Day, convert any  Base Rate Advance into  a LIBOR Advance.   If
 Borrower desires to convert a Base  Rate Advance, Borrower shall give  Agent
 not less  than  three (3) Business  Days'  prior written  notice  (prior  to
 11:00 A.M. Chicago Time on such Business  Day), specifying the date of  such
 conversion and  the  amount  to  be converted.    Each  conversion  into  or
 conversion of a LIBOR Advance shall be in a minimum principal amount of  One
 Million Dollars ($1,000,000) and may increase  in integral multiples of  One
 Hundred Thousand Dollars ($100,000) in excess thereof.  After giving  effect
 to any conversion of  Base Rate Advances to  LIBOR Advances, Borrower  shall
 not be permitted  to have outstanding  at any one  time LIBOR Advances  with
 more than four (4)  different Interest Periods.   Upon the  day after  Agent
 receives notice from Borrower electing to obtain a LIBOR Advance, to convert
 a Base  Rate Advance  or to  continue a  LIBOR Advance,  Agent shall  notify
 Borrower of the LIBOR applicable to the requested LIBOR Advance.

                     3.1.6 Continuation  of LIBOR  Advances.   Borrower shall
 have the right on three (3) Business Days' prior irrevocable written  notice
 given to Agent by Borrower (prior to  11:00 A.M. New York City Time on  such
 Business Day),  subject to  the provisions  hereof,  to continue  any  LIBOR
 Advance into  a  subsequent Interest  Period  of  the same  or  a  different
 permitted duration,  in  each  case  subject  to  the  satisfaction  of  the
 following conditions:

                (i) in  the case  of a  continuation of  less than  all LIBOR
      Advances, the  LIBOR Advances  continued shall  each  be in  a  minimum
      principal amount of One Million  Dollars ($1,000,000) and may  increase
      in integral multiples of One Hundred Thousand Dollars ($100,000); and

                (ii) no  LIBOR Advance (or portion  thereof) may be continued
      as a LIBOR Advance if  an Event of Default  has occurred which is  then
      continuing or if,  after giving effect  to such continuation,  Borrower
      shall have outstanding LIBOR Advances with more than four (4) different
      Interest Periods.

           If Borrower shall fail  to give timely notice  of its election  to
 continue any LIBOR Advance or portion thereof as provided above, or if  such
 continuation shall not be permitted, such LIBOR Advance or portion  thereof,
 unless such LIBOR Advance shall be repaid, shall automatically be  converted
 into a Base Rate Advance at  the end of the  Interest Period then in  effect
 with respect to such LIBOR Advance.

           Notice to Lenders.  Agent shall promptly notify each Lender of any
 notices received  by  Agent from  Borrower  in respect  to  LIBOR  Advances,
 conversions of Base Rate  Advances into LIBOR  Advances or continuations  of
 LIBOR Advances.

                     3.1.7 Inability to Make LIBOR Advances.  Notwithstanding
 any other provision  hereof, if any  applicable law,  treaty, regulation  or
 directive, or any  change therein or  in the  interpretation or  application
 thereof, shall  make  it unlawful  for  any  Lender (for  purposes  of  this
 subsection 3.1.8, the term "Lender" shall include the office or branch where
 Lender or  any corporation  or bank  then controlling  any Lender  makes  or
 maintains any LIBOR Advances) to make or maintain its LIBOR Advances, or  if
 with respect to any Interest Period, Agent is unable to determine the  LIBOR
 relating thereto,  or  adverse  or unusual  conditions  in,  or  changes  in
 applicable law relating  to, the  London interbank  market make  it, in  the
 reasonable judgment of Agent, impracticable to fund therein any of the LIBOR
 Advances, or make the  projected LIBOR unreflective of  the actual costs  of
 funds therefore to Lenders, the obligation of Lenders to make LIBOR Advances
 hereunder  shall  forthwith  be  suspended  during  the  pendency  of   such
 circumstances and Borrower shall,  if any affected  LIBOR Advances are  then
 outstanding, promptly upon request from  Agent, convert such affected  LIBOR
 Advances into Base Rate Advances.

     3.2 Payments.   Except  where  evidenced by  notes or  other instruments
 issued or  made by  Borrower to  Agent  or Lenders  specifically  containing
 payment provisions which  are in conflict  with this  Section 3.2 (in  which
 event the conflicting provisions  of said notes  or other instruments  shall
 govern and control), the Obligations shall be payable as follows:

                     3.2.1   Principal.   Principal  payable  on  account  of
 Revolving Credit  Loans shall  be  payable by  Borrower  to Agent,  for  the
 ratable benefit of Lenders, immediately upon the earliest of (i) the receipt
 by Agent or Borrower of any proceeds of any of the Collateral, to the extent
 of said proceeds, (ii) the occurrence of an Event of Default in  consequence
 of which Agent  or Required Lenders  elects to accelerate  the maturity  and
 payment of the Obligations, or (iii) termination of this Agreement  pursuant
 to Section 4 hereof; provided, however, that  if an Overadvance shall  exist
 at any time, Borrower shall, on demand, repay the Overadvance.  Each payment
 (including principal prepayment) by Borrower on account of principal of  the
 Revolving Credit Loans shall be applied first to Base Rate Advances, then to
 LIBOR Advances.

                     3.2.2 Interest.    Interest  accrued  on  the  Revolving
 Credit Loans shall be due on the  earliest of (i) the first calendar day  of
 each month (for the immediately preceding month), computed through the  last
 calendar day of  the preceding month,  (ii) the last day  of the  applicable
 Interest Period for any LIBOR Advance,  (iii) the occurrence of an Event  of
 Default in  consequence  of  which  Agent  or  Required  Lenders  elects  to
 accelerate the maturity and payment  of the Obligations or  (iv) termination
 of this Agreement pursuant to Section 4 hereof.

                     3.2.3 Costs, Fees  and Charges.  Costs, fees and charges
 payable pursuant to this Agreement shall be payable by Borrower as and  when
 provided in Section 2 hereof,  to Agent for its  benefit and/or the  ratable
 benefit of Lenders,  as applicable,  or to  any other  Person designated  by
 Agent in writing.

                     3.2.4 Other Obligations.  The balance of the Obligations
 requiring the payment  of money,  if any, shall  be payable  by Borrower  to
 Agent for its benefit and/or the ratable benefit of Lenders, as  applicable,
 as and when provided in this Agreement, the Other Agreements or the Security
 Documents, or on demand, whichever is later.

                     3.2.5 Prepayment of LIBOR Advances.  Borrower may prepay
 a LIBOR Advance  only upon at  least three (3)  Business Days prior  written
 notice to Agent (which notice shall be irrevocable).  Borrower shall pay  to
 Agent, upon request of Agent, such amount or amounts as shall be  sufficient
 (in the reasonable opinion of Agent) to compensate each Lender for any loss,
 cost, or  expense incurred  as a  result of:   (i) any  payment of  a  LIBOR
 Advance on a date other than  the last day of  the Interest Period for  such
 Loan; (ii) any failure  by Borrower to  borrow a LIBOR  Advance on the  date
 specified by Borrower's written notice; or (iii) any failure by Borrower  to
 pay a LIBOR Advance on the date for payment specified in Borrower's  written
 notice.  Without limiting the foregoing, Borrower shall pay to Agent for the
 ratable benefit of Lenders a "yield  maintenance fee" in an amount  computed
 as follows:  the current rate  for United States Treasury securities  (bills
 on a  discounted basis  shall be  converted  to a  bond equivalent)  with  a
 maturity date closest to  the Interest Period chosen  pursuant to the  LIBOR
 Advance as to  which the prepayment  is made, shall  be subtracted from  the
 LIBOR in effect  at the time  of prepayment.   If the  result is  zero or  a
 negative number, there shall be no yield maintenance fee.  If the result  is
 a positive number, then the resulting percentage shall be multiplied by  the
 amount of the principal balance being  prepaid.  The resulting amount  shall
 be divided by  360 and multiplied  by the number  of days  remaining in  the
 Interest Period  chosen  pursuant to  the  LIBOR  Advance as  to  which  the
 prepayment is  made.    Said  amount  shall  be  reduced  to  present  value
 calculated by using the above  referenced United States Treasury  securities
 rate and the number  of days remaining  in the term  chosen pursuant to  the
 LIBOR Advance as to which prepayment is made.  The resulting amount shall be
 the yield maintenance fee  due to Agent for  the ratable benefit of  Lenders
 upon the  prepayment of  a LIBOR  Advance.   If  by reason  of an  Event  of
 Default,  Agent  or  Required  Lenders  elects  or  elect  to  declare   the
 Obligations to be immediately  due and payable,  then any yield  maintenance
 fee with respect to a LIBOR Advance shall become due and payable in the same
 manner as though the Borrower had exercised such right of prepayment.

     3.3 Mandatory Prepayments.

                     3.3.1 Proceeds    of   Sale,    Loss,   Destruction   or
 Condemnation of Collateral.  Except as provided below or in subsection 6.4.2
 hereof, if Borrower sells any of the  Equipment or real Property, or if  any
 of the Collateral is lost or  destroyed or taken by condemnation,  Borrowers
 shall pay to  Agent for  the ratable  benefit of  Lenders, unless  otherwise
 agreed by Required Lenders, as  and when received by  any Borrower and as  a
 mandatory prepayment of the  Revolving Credit Loans,  as herein provided,  a
 sum equal to the net cash  proceeds (including insurance payments)  received
 by Borrower  from such  sale, loss,  destruction or  condemnation.   To  the
 extent that the Collateral  sold, lost, destroyed  or condemned consists  of
 Equipment or real Property,  then, except as  otherwise provided below,  the
 applicable prepayment shall be applied to reduce permanently the Fixed Asset
 Component.  Notwithstanding the foregoing, if the proceeds of insurance with
 respect to any loss  or destruction of Equipment  or real Property are  less
 than Five Hundred Thousand Dollars ($500,000)  or if no Default or Event  of
 Default exists and is continuing, such larger amount as may be consented  to
 by Required  Lenders upon  Borrower's request,  which consent  shall not  be
 unreasonably withheld  or  delayed,  Agent  and  Lenders  shall  apply  such
 proceeds to the outstanding principal balance of the Revolving Credit  Loans
 (and shall  not permanently  reduce the  Fixed  Asset Component)  and  shall
 permit Borrower  within  180 days  (or  such  longer  period  as  reasonably
 consented to by  Agent) after the  receipt by Borrower  of such proceeds  to
 reborrow such proceeds in  accordance with the terms  of this Agreement  for
 use in  replacing or  repairing the  damaged or  lost Collateral.   If  such
 damaged or lost Collateral is not  replaced or repaired within such  180 day
 (or such longer period as reasonably consented to by Agent) period, then the
 Fixed Asset Component  shall be permanently  reduced by the  amount of  such
 proceeds.

                     3.3.2 Sharing  of Payments,  Etc.   If any  Lender shall
 obtain any payment (whether voluntary, involuntary, through the exercise  of
 any right of set-off, or otherwise) on account of the Revolving Credit Loans
 made by it  in excess of  its ratable share  of payments on  account of  the
 Revolving Credit  Loans made  by all  Lenders, such  Lender shall  forthwith
 purchase from each other Lender such participations in the Revolving  Credit
 Loan as shall  be necessary  to cause such  purchasing Lender  to share  the
 excess payment ratably with  each other Lender;  provided, however, that  if
 all or any portion of such excess payment is thereafter recovered from  such
 purchasing Lender, such  purchase from each  Lender shall  be rescinded  and
 such Lender shall repay to the  purchasing Lender the purchase price to  the
 extent of  such recovery  together with  an amount  equal to  such  Lender's
 ratable share  (according  to the  proportion  of  (i) the  amount  of  such
 Lender's required repayment to (ii) the  total amount so recovered from  the
 purchasing Lender) of any  interest or other amount  paid or payable by  the
 purchasing Lender in  respect of the  total amount so  recovered.   Borrower
 agrees that any  Lender so purchasing  a participation  from another  Lender
 pursuant to this subsection  3.3.2 may, to the  fullest extent permitted  by
 law, exercise all  its rights of  payment (including the  right of  set-off)
 with respect  to such  participation as  fully as  if such  Lender were  the
 direct creditor of Borrower in the amount of such participation.

     3.4 Application  of  Payments and  Collections.   All  items  of payment
 received by Agent by 12:00 noon, Chicago, Illinois time, on any Business Day
 shall be  deemed  received on  that  Business Day.    All items  of  payment
 received after 12:00 noon, Chicago, Illinois time, on any Business Day shall
 be deemed  received on  the following  Business Day.   Borrower  irrevocably
 waives the  right to  direct the  application of  any and  all payments  and
 collections at any time or times  hereafter received by Agent or any  Lender
 from or on behalf  of Borrower, and Borrower  does hereby irrevocably  agree
 that Agent and Lenders  shall have the continuing  exclusive right to  apply
 and reapply any and all such  payments and collections received at any  time
 or times hereafter by  Agent or its agent  against the Obligations, in  such
 manner as Agent and/or Required Lenders may deem advisable,  notwithstanding
 any entry by Agent or any Lender upon any of  its books and records.  If  as
 the result  of collections  of Accounts  as authorized  by  subsection 6.2.6
 hereof a credit  balance exists  in the  Loan Account,  such credit  balance
 shall not accrue interest  in favor of Borrower,  but shall be available  to
 Borrower at any time or times for so long as no Event of Default exists.

     3.5 All Loans to Constitute One Obligation.  The Loans and LC Guaranties
 shall constitute one general Obligation of Borrower, and shall be secured by
 Agent's Lien upon all of the Collateral.

     3.6 Loan  Account.  Agent  shall enter all  Loans as debits  to the Loan
 Account and  shall also  record in  the Loan  Account all  payments made  by
 Borrower on any Obligations and all proceeds of Collateral which are finally
 paid to  Agent,  and  may  record  therein,  in  accordance  with  customary
 accounting practice, other  debits and credits,  including interest and  all
 charges and expenses properly chargeable to Borrower.

     3.7 Statements of  Account.  Agent will account to Borrower monthly with
 a statement of Loans, charges and payments made pursuant to this  Agreement,
 and such  account rendered  by  Agent shall  be  deemed final,  binding  and
 conclusive upon Borrower unless Agent is notified by Borrower in writing  to
 the contrary within thirty (30) days  of the date each accounting is  deemed
 received by  Borrower pursuant  to Section  12.8 of  this Agreement.    Such
 notice shall  only  be  deemed an  objection  to  those  items  specifically
 objected to therein.  In the event that any item charged to Borrower's  loan
 account is reversed, Agent shall also reverse or credit back to Borrower any
 interest which accrued on such reversed item.

     3.8 Increased  Costs.    If  any  law  or  any  governmental  or  quasi-
 governmental rule, regulation,  policy, guideline or  directive (whether  or
 not having the force of  law) adopted after the  date of this Agreement  and
 having general applicability to all banks  within the jurisdiction in  which
 Agent and Lenders operate (excluding, for the avoidance of doubt, the effect
 of and phasing in of capital requirements or other regulations or guidelines
 passed prior  to the  date  of this  Agreement),  or any  interpretation  or
 application  thereof  by  any   governmental  authority  charged  with   the
 interpretation or application thereof, or the compliance of Agent or Lenders
 therewith, shall:

           (i) (1)   subject any  Lender  to any  tax  with respect  to  this
 Agreement (other  than  any  tax based  on  or  measured by  net  income  or
 otherwise in the nature of a net income tax, including, without  limitation,
 any franchise  tax  or  any similar  tax  based  on capital,  net  worth  or
 comparable basis  for measurement  or (2) change  the basis  of taxation  of
 payments to any  Lender of  principal, fees,  interest or  any other  amount
 payable hereunder or under any Loan Documents (other than in respect of  any
 tax based on or measured by net income or  otherwise in the nature of a  net
 income tax, including, without limitation, any franchise tax or any  similar
 tax based on capital, net worth or comparable basis for measurement);

           (ii) impose, modify or  hold applicable  any reserve  (except  any
 reserve taken into account  in the determination  of the applicable  LIBOR),
 special deposit, assessment or similar  requirement against assets held  by,
 or deposits in or for the account of, advances or loans by, or other  credit
 extended by,  any  office  of any  Lender,  including  (without  limitation)
 pursuant to Regulation D  of the Board of  Governors of the Federal  Reserve
 System; or

           (iii) impose on any  Lender  or the  London interbank  market  any
 other condition with respect to any Loan Document;

 and the result of any of the foregoing is to increase the cost to any Lender
 of making, renewing  or maintaining Loans  hereunder by an  amount that  any
 Lender deems to be material or to reduce the amount of any payment  (whether
 of principal, interest or otherwise)  in respect of any  of the Loans by  an
 amount that  any  Lender deems  to  be material,  then,  in any  such  case,
 Borrower shall pay  Agent for the  benefit of such  Lender, upon demand  and
 certification not later  than sixty (60) days  following its receipt  either
 from Agent  or the  affected Lender  of  notice of  the imposition  of  such
 increased costs,  such additional  amount as  will compensate  the  affected
 Lender for such additional cost  or such reduction, as  the case may be,  to
 the extent such Lender has not otherwise been compensated, with respect to a
 particular Loan, for such increased cost as  a result of an increase in  the
 Base Rate or the LIBOR.  An  officer of the affected Lender shall  determine
 the amount  of  such additional  cost  or reduced  amount  using  reasonable
 averaging and  attribution methods  and shall  certify  the amount  of  such
 additional cost or  reduced amount  to Borrower,  which certification  shall
 include a  written  explanation of  such  additional cost  or  reduction  to
 Borrower.  Such certification shall be conclusive absent manifest error.  If
 any Lender claims  any additional cost  or reduced amount  pursuant to  this
 Section 3.8, then such Lender shall use reasonable efforts (consistent  with
 legal and regulatory restrictions) to  designate a different lending  office
 or to file any certificate or  document reasonably requested by Borrower  if
 the making of such designation or filing would avoid the need for, or reduce
 the amount of, any such additional cost or reduced amount and would not,  in
 the sole discretion  of such Lender,  be otherwise  disadvantageous to  such
 Lender.  In the event that the provisions of this Section 3.8 result in  the
 effective interest  rates  being charged to Borrower  being increased, on  a
 per annum  basis, by  more than  one quarter  percent (1/4%),  Borrower  may
 require any such affected  Lender to sell and  transfer all its interest  in
 this Agreement  and its  Revolving Credit  Note  and Revolving  Credit  Loan
 Commitments to a substitute  Lender (who shall  be reasonably acceptable  to
 Agent) for  a price  in cash  equal to  principal balance  of such  affected
 Lender's outstanding Loans plus all accrued but unpaid interest thereon plus
 all accrued but  unpaid fees due  any such affected  Lender under the  terms
 hereof.  Any such sale and transfer shall  be made pursuant to the terms  of
 Section 12.3 hereof.

     3.9 Basis  for Determining Interest  Rate Inadequate or  Unfair.  In the
 event that Agent shall have determined that:

           (i) reasonable means do not exist  for ascertaining the LIBOR  for
 any Interest Period; or

           (ii) Dollar deposits in the relevant  amount and for the  relevant
 maturity are not available in the London interbank market with respect to  a
 proposed LIBOR Advance, or a proposed conversion of a Base Rate Advance into
 a LIBOR Advance; then

 Agent shall give Borrower prompt written, telephonic or electronic notice of
 the determination of  such effect.   If such notice  is given, (i) any  such
 requested LIBOR  Advance  shall be  made  as  a Base  Rate  Advance,  unless
 Borrower shall notify Agent no later than 11:00 A.M. (Chicago Time) two  (2)
 Business Days prior to the date of such proposed borrowing that the  request
 for such borrowing shall be canceled or made as an unaffected type of  LIBOR
 Advance, and (ii) any Base Rate Advance which was to have been converted  to
 an affected type of LIBOR Advance shall be continued as or converted into  a
 Base Rate  Advance,  or, if  Borrower  shall  notify Agent,  no  later  than
 11:00 A.M. (Chicago  Time)  two (2)  Business  Days prior  to  the  proposed
 conversion, shall be maintained as an unaffected type of LIBOR Advance.


 Section 4.  TERM AND TERMINATION.

     4.1 Term  of Agreement.  Subject to Agent's  and Lenders' right to cease
 making Loans to  Borrower upon  or after the  occurrence of  any Default  or
 Event of Default, this Agreement shall be in effect for a period of four (4)
 years from  the date  hereof, through  and including  October 31, 2005  (the
 "Original Term").

     4.2 Termination.

                     4.2.1   Termination by Agent or Lenders.  Agent may and,
 at the direction of Required Lenders, shall terminate this Agreement without
 notice upon  the  occurrence and  during  the  continuance of  an  Event  of
 Default.

                     4.2.2 Termination   by   Borrower.      Upon   at  least
 thirty (30) days prior written notice to Agent, Borrower may, at its option,
 terminate this Agreement;  provided, however, no  such termination shall  be
 effective until  Borrower has  paid all  of the  Obligations in  immediately
 available funds and all Letters of Credit and LC Guaranties have expired  or
 have been  cash  collateralized to  Agent's  satisfaction.   Any  notice  of
 termination given by Borrower shall  be irrevocable unless Required  Lenders
 and Agent otherwise agree  in writing, and Agent  and Lenders shall have  no
 obligation to make any Loans or issue or procure any Letters of Credit or LC
 Guaranties on or after the termination date stated in such notice.  Borrower
 may elect to terminate this Agreement in  its entirety only.  No section  of
 this Agreement or type of Loan available hereunder may be terminated singly.

                     4.2.3 Effect  of  Termination.   All of  the Obligations
 shall be immediately due and payable upon the termination date stated in any
 notice of  termination of  this Agreement.   All  undertakings,  agreements,
 covenants, warranties and representations of Borrower contained in the  Loan
 Documents shall  survive any  such termination  and Agent  shall retain  its
 Liens in the Collateral and  all of its rights  and remedies under the  Loan
 Documents notwithstanding  such  termination  until Borrower  has  paid  the
 Obligations to  Agent  for the  ratable  benefit  of Lenders,  in  full,  in
 immediately  available  funds,  together  with  the  applicable  termination
 charge, if any.   Notwithstanding the  payment in full  of the  Obligations,
 Agent shall  not be  required to  terminate its  security interests  in  the
 Collateral unless, with respect to any  loss or damage Agent or Lenders  may
 incur as a result of dishonored checks or other items of payment received by
 Agent or any Lender from Borrower or  any Account Debtor and applied to  the
 Obligations, Agent  shall,  at  its  option,  (i) have  received  a  written
 agreement, executed  by Borrower  and by  any Person  whose loans  or  other
 advances  to  Borrower  are  used  in  whole  or  in  part  to  satisfy  the
 Obligations, indemnifying Agent and Lenders from any such loss or damage; or
 (ii) have retained such monetary  reserves and Liens  on the Collateral  for
 such period  of  time as  Agent,  in  its reasonable  discretion,  may  deem
 necessary to protect Agent and Lenders from any such loss or damage.


 Section 5.      SECURITY INTERESTS.

     5.1 Security  Interest in Collateral.  To  secure the prompt payment and
 performance to Agent and Lenders of the Obligations, Borrower hereby  grants
 to Agent for  its benefit and  the ratable benefit  of Lenders a  continuing
 Lien upon all of Borrower's assets, including all of the following  Property
 and interests in  Property of  Borrower, whether  now owned  or existing  or
 hereafter created, acquired or arising and wheresoever located:

           (i)       Accounts;

           (ii)      Certificated Securities;

           (iii)     Chattel Paper;

           (iv) Computer  Hardware and Software  and all  rights with respect
 thereto, including,  any  and  all licenses,  options,  warranties,  service
 contracts,  program  services,  test  rights,  maintenance  rights,  support
 rights, improvement  rights, renewal  rights and  indemnifications, and  any
 substitutions, replacements, additions  or model conversions  of any of  the
 foregoing;

           (v)       Contract Rights;

           (vi)      Deposit Accounts;

           (vii)     Documents;

           (viii)    Equipment;

           (ix)      Financial Assets;

           (x)       Fixtures;

           (xi)      General Intangibles, including Payment  Intangibles  and
                     Software;

           (xii)     Goods  (including   all  of  its Equipment, Fixtures and
                     Inventory),  and all accessions, additions, attachments,
                     improvements, substitutions and replacements thereto and
                     therefor;

           (xiii)    Instruments;

           (xiv)     Intellectual Property;

           (xv)      Inventory;

           (xvi)     Investment Property;

           (xvii)    money (of every jurisdiction whatsoever);

           (xviii)   Letter-of-Credit Rights;

           (xix)     Payment Intangibles;

           (xx)      Security Entitlements;

           (xxi)     Software;

           (xxii)    Supporting Obligations;

           (xxiii)   Uncertificated Securities; and

           (xxiv)    to the extent not included in  the foregoing,  all other
                     personal property of any kind or description;

 together with  all books,  records, writings,  data bases,  information  and
 other  property  relating  to,  used  or  useful  in  connection  with,   or
 evidencing, embodying, incorporating or referring  to any of the  foregoing,
 and all Proceeds, products, offspring, rents, issues, profits and returns of
 and from  any  of  the foregoing;  provided  that  to the  extent  that  the
 provisions of any  lease or  license of  Computer Hardware  and Software  or
 Intellectual Property expressly prohibit  (which prohibition is  enforceable
 under applicable law) any  assignment thereof, and the  grant of a  security
 interest therein, Agent will not enforce its security interest in Borrower's
 rights under such lease  or license (other than  in respect of the  Proceeds
 thereof) for so long as such prohibition continues, it being understood that
 upon request of Agent, Borrower will in good faith use reasonable efforts to
 obtain consent for  the creation of  a security interest  in favor of  Agent
 (and to Agent's  enforcement of such  security interest)  in Agent's  rights
 under such lease or license.

     5.2 Other Collateral.

                     5.2.1 Commercial  Tort Claims.   Borrower shall promptly
 notify Agent in writing upon incurring  or otherwise obtaining a  Commercial
 Tort Claim after the Closing Date against any third party and, upon  request
 of Agent, promptly  enter into an  amendment to this  Agreement and do  such
 other acts or things  deemed appropriate by Agent  to give Agent a  security
 interest in any such Commercial Tort Claim.

                     5.2.2 Other  Collateral.  Borrower shall promptly notify
 Agent in writing upon acquiring or otherwise obtaining any Collateral  after
 the date hereof consisting of Deposit Accounts, Investment Property, Letter-
 of-Credit Rights or Electronic Chattel Paper and, upon the request of Agent,
 promptly execute such  other documents,  and do  such other  acts or  things
 deemed reasonably  appropriate by  Agent to  deliver to  Agent control  with
 respect to such Collateral; promptly notify Agent in writing upon  acquiring
 or otherwise obtaining any  Collateral after the  date hereof consisting  of
 Documents or  Instruments and,  upon the  request  of Agent,  will  promptly
 execute such  other documents,  and  do such  other  acts or  things  deemed
 reasonably appropriate  by Agent  to deliver  to  Agent possession  of  such
 Documents which  are  negotiable  and  Instruments,  and,  with  respect  to
 nonnegotiable Documents, to have such nonnegotiable Documents issued in  the
 name of Agent; and with respect to  Collateral in the possession of a  third
 party, other than Certificated  Securities and Goods  covered by a  Document
 and obtain an acknowledgement  from the third party  that it is holding  the
 Collateral for the benefit of Agent.

     5.3 Lien Perfection; Further Assurances.   Borrower  shall execute  such
 UCC-1 financing  statements  as are  required  by  the UCC  and  such  other
 instruments, assignments or  documents as are  necessary to perfect  Agent's
 Lien upon any of the Collateral and shall  take such other action as may  be
 required to perfect or to continue  the perfection of Agent's Lien upon  the
 Collateral.    Unless   prohibited  by  applicable   law,  Borrower   hereby
 irrevocably  authorizes  Agent  to  execute  and  file  any  such  financing
 statements,  including,  without   limitation,  financing  statements   that
 indicate the Collateral (i) as  all assets of Borrower  or words of  similar
 effect, or (ii) as being  of an equal  or lesser scope,  or with greater  or
 lesser detail,  than as  set forth  in  Section 5.1, on  Borrower's  behalf.
 Borrower also hereby ratifies its authorization  for Agent to have filed  in
 any jurisdiction  any like  financing statements  or amendments  thereto  if
 filed prior to the date  hereof.  The parties  agree that a photographic  or
 other reproduction  of this  Agreement shall  be sufficient  as a  financing
 statement and may be filed  in any appropriate office  in lieu thereof.   At
 Agent's request,  Borrower  shall  also promptly  execute  or  cause  to  be
 executed and shall deliver to Agent  any and all documents, instruments  and
 agreements deemed reasonably necessary by Agent  to give effect to or  carry
 out the terms or intent of the Loan Documents.

     5.4 Lien on Realty.  The due and punctual payment and performance of the
 Obligations shall also be secured by the Lien created by the Mortgages  upon
 all real Property described therein.  If Borrower shall acquire at any  time
 or times hereafter any interest in other real Property (other than leasehold
 interests in sales offices or storage facilities with an original lease term
 of less than five years), Borrower agrees promptly to execute and deliver to
 Agent, as additional security and Collateral  for the Obligations, deeds  of
 trust, security deeds, mortgages or other collateral assignments  reasonably
 satisfactory in  form  and  substance  to  Agent  and  its  counsel  (herein
 collectively referred to  as "New Mortgages")  covering such real  Property.
 The Mortgages and each  New Mortgage shall be  duly recorded (at  Borrower's
 expense) in each  office where such  recording is required  to constitute  a
 valid Lien  on  the real  Property  covered thereby.    In respect  to  each
 Mortgage and each  New Mortgage, Borrower  shall deliver to  Agent, at  such
 Borrower's expense, mortgagee  title insurance  policies issued  by a  title
 insurance company  reasonably  satisfactory  to  Agent  insuring  Agent,  as
 mortgagee;  such  policies  shall  be  in  form  and  substance   reasonably
 satisfactory to Agent and shall insure a valid first Lien in favor of  Agent
 on the Property covered thereby, subject only to those exceptions reasonably
 acceptable to Agent and  its counsel.   Said policies shall  be in form  and
 substance reasonably  satisfactory  to  Agent.   Such  Borrower  shall  also
 deliver to Agent such other  documents, including, without limitation,  ALTA
 Surveys of  the real  Property,  as Agent  and  its counsel  may  reasonably
 request relating to the real Property subject to any such New Mortgage.


 Section 6.      COLLATERAL ADMINISTRATION.

     6.1  General.

                     6.1.1 Location  of  Collateral.   All  Collateral, other
 than Inventory in transit and motor vehicles,  will at all times be kept  by
 Borrower and its Subsidiaries at one  or more of the business locations  set
 forth in  Exhibit 6.1.1 hereto  and shall  not,  without the  prior  written
 approval of Agent, be moved therefrom  except, prior to an Event of  Default
 and Agent's  or  Required  Lender's acceleration  of  the  maturity  of  the
 Obligations in  consequence  thereof,  for (i) sales  of  Inventory  in  the
 ordinary  course  of   business;  and  (ii) removals   in  connection   with
 dispositions of Equipment that are authorized by subsection 6.4.2 hereof.

                     6.1.2 Insurance  of Collateral.  Borrower shall maintain
 and pay for insurance upon all Collateral wherever located and with  respect
 to Borrower's business, covering casualty, hazard, public liability and such
 other risks  in  such amounts  and  with  such insurance  companies  as  are
 reasonably satisfactory to Agent.  Borrower  shall deliver the originals  of
 such policies to Agent with satisfactory lender's loss payable endorsements,
 naming Agent as loss payee, assignee or additional insured, as  appropriate.
 Each policy of insurance or endorsement shall contain a clause requiring the
 insurer to give not less than thirty (30) days prior written notice to Agent
 in the event of cancellation of the  policy for any reason whatsoever and  a
 clause specifying  that the  interest  of Agent  shall  not be  impaired  or
 invalidated by any act or neglect of  Borrower or the owner of the  Property
 or by the occupation  of the premises for  purposes more hazardous than  are
 permitted by said policy.   If Borrower  fails to provide  and pay for  such
 insurance, Agent may, at its option,  but shall not be required to,  procure
 the same and charge Borrower therefor.  Borrower agrees to deliver to Agent,
 promptly as rendered, true copies of all reports made in any reporting forms
 to insurance companies.

                     6.1.3 Protection   of  Collateral.     All  expenses  of
 protecting,  storing,  warehousing,  insuring,  handling,  maintaining   and
 shipping the Collateral, any and all excise, property, sales, and use  taxes
 imposed by any state, federal, or  local authority on any of the  Collateral
 or in respect of the sale thereof shall be  borne and paid by Borrower.   If
 Borrower fails to promptly pay any  portion thereof when due, Agent may,  at
 its option, but shall not be required  to, pay the same and charge  Borrower
 therefor.  Agent  shall not  be liable  or responsible  in any  way for  the
 safekeeping of  any of  the Collateral  or for  any loss  or damage  thereto
 (except for reasonable care in the  custody thereof while any Collateral  is
 in Agent's actual possession) or for any diminution in the value thereof, or
 for any act or default of  any warehouseman, carrier, forwarding agency,  or
 other person whomsoever, but the same shall be at Borrower's sole risk.

     6.2  Administration of Accounts.

                     6.2.1 Records,  Schedules  and Assignments  of Accounts.
 Borrower shall keep accurate  and complete records of  its Accounts and  all
 payments and collections thereon and shall submit to Agent on such  periodic
 basis as  Agent  shall  request  a sales  and  collections  report  for  the
 preceding period, in form  reasonably satisfactory to Agent.   On or  before
 the fifteenth day  of each month  from and after  the date hereof,  Borrower
 shall deliver to Agent, in form  acceptable to Agent, a detailed aged  trial
 balance of all Accounts existing as of the last day of the preceding  month,
 specifying the names, addresses, face value, dates of invoices and due dates
 for each Account  Debtor obligated  on an  Account so  listed ("Schedule  of
 Accounts"), and, upon Agent's request therefor, copies of proof of  delivery
 and the  original  copy of  all  documents, including,  without  limitation,
 repayment histories and present status reports  relating to the Accounts  so
 scheduled and such other matters and  information relating to the status  of
 then existing Accounts as Agent shall  reasonably request.  If requested  by
 Agent, after and  during the  occurrence of  an Event  of Default,  Borrower
 shall execute and deliver to Agent formal written assignments of all of  its
 Accounts weekly or daily,  which shall include all  Accounts that have  been
 created since  the date  of the  last assignment,  together with  copies  of
 invoices or invoice registers related thereto.

                     6.2.2 Discounts,  Allowances,  Disputes.    If  Borrower
 grants any discounts, allowances or credits  that are not shown on the  face
 of the  invoice  for  the  Account  involved,  Borrower  shall  report  such
 discounts, allowances or credits, as  the case may be,  to Agent as part  of
 the next required  Schedule of Accounts.   If any amounts  due and owing  in
 excess of One Million Dollars ($1,000,000)  are in dispute between  Borrower
 and any Account  Debtor, Borrower shall  provide Agent  with written  notice
 thereof within five (5) Business Days of Borrower becoming aware of any such
 dispute, explaining in detail the reason for the dispute, all claims related
 thereto and the amount in controversy.  Upon and after the occurrence of  an
 Event of  Default,  Agent shall  have  the right  to  settle or  adjust  all
 disputes and claims directly with the  Account Debtor and to compromise  the
 amount or extend the time  for payment of the  Accounts upon such terms  and
 conditions as  Agent may  deem advisable,  and to  charge the  deficiencies,
 costs  and  expenses  thereof,  including  reasonable  attorney's  fees,  to
 Borrower.

                     6.2.3 Taxes.   If an  Account includes a  charge for any
 tax payable to any  governmental taxing authority,  Agent is authorized,  in
 its sole  discretion,  to  pay  the amount  thereof  to  the  proper  taxing
 authority for  the account  of Borrower  and  to charge  Borrower  therefor,
 provided, however  that Agent  shall not  be  liable for  any taxes  to  any
 governmental taxing authority that may be due by Borrower.

                     6.2.4 Account Verification.  Whether or not a Default or
 an Event of  Default has  occurred, any  of Agent's  officers, employees  or
 agents shall have the right, at any time or times hereafter, in the name  of
 Agent, any designee of Agent, or Borrower, to verify the validity, amount or
 any other matter  relating to any  Accounts by  mail, telephone,  electronic
 communication or otherwise.  Borrower shall cooperate fully with Agent in an
 effort to facilitate  and promptly conclude  any such verification  process.
 If no Default  or Event  of Default has  occurred and  is continuing,  Agent
 shall give Borrower reasonable advance written notice of any such  telephone
 confirmation.

                     6.2.5 Maintenance  of Dominion Account.   Borrower shall
 maintain a Dominion Account pursuant to a lockbox arrangement acceptable  to
 Agent with  such banks  as may  be selected  by Borrower  and be  reasonably
 acceptable to Agent.  Borrower shall issue to any such banks an  irrevocable
 letter of instruction directing such banks to deposit all payments or  other
 remittances received in the lockbox to the Dominion Account for  application
 on account of the Obligations.  All funds deposited in the Dominion  Account
 shall immediately become the property of Agent and Borrower shall obtain the
 agreement by such banks  in favor of Agent  to waive any recoupment,  setoff
 rights, and any  security interest in,  or against the  funds so  deposited.
 Agent assumes  no responsibility  for such  lockbox arrangement,  including,
 without limitation, any  claim of accord  and satisfaction  or release  with
 respect to deposits accepted by any bank thereunder.

                     6.2.6 Collection  of  Accounts, Proceeds  of Collateral.
 To expedite collection,  Borrower shall endeavor  in the  first instance  to
 make collection of  its Accounts  for Agent.   All  remittances received  by
 Borrower on account  of Accounts, together  with the proceeds  of any  other
 Collateral, shall be held as Agent's  property by Borrower as trustee of  an
 express trust for  Agent's benefit  and Borrower  shall immediately  deposit
 same in kind in the Dominion Account.  Agent retains the right at all  times
 after the occurrence of a Default or  an Event of Default to notify  Account
 Debtors that Accounts have  been assigned to Agent  and to collect  Accounts
 directly in its own name, or in the name of Agent's agent, and to charge the
 collection costs  and  expenses,  including reasonable  attorneys'  fees  to
 Borrower.

     6.3  Administration of Inventory.

                     6.3.1 Records  and Reports of Inventory.  Borrower shall
 keep accurate and complete records of its Inventory.  Borrower shall furnish
 to Agent Inventory  reports in form  and detail  reasonably satisfactory  to
 Agent at such times as Agent may request, but at least once each month,  not
 later than the  fifteenth (15th) day  of such month,  concurrently with  the
 delivery of the Borrowing Base Certificate as required by subsection  8.1.4.
 Borrower shall conduct a physical inventory no less frequently than annually
 and shall provide to  Agent a report based  on each such physical  inventory
 promptly thereafter,  together with  such  supporting information  as  Agent
 shall request.

                     6.3.2 Returns  of Inventory.   If  at any  time or times
 hereafter any Account Debtor returns any Inventory to Borrower the  shipment
 of which generated an Account on  which such Account Debtor is obligated  in
 excess  of  Five  Hundred   Thousand  Dollars  ($500,000),  Borrower   shall
 immediately notify Agent of the same, specifying the reason for such  return
 and the  location,  condition  and  intended  disposition  of  the  returned
 Inventory.

     6.4  Administration of Equipment.

                     6.4.1 Records  and  Schedules  of  Equipment.   Borrower
 shall keep  accurate  records  itemizing  and  describing  the  kind,  type,
 quality, quantity and value  of its Equipment and  all dispositions made  in
 accordance with  subsection 6.4.2 hereof,  and shall  furnish Agent  with  a
 current schedule containing the foregoing information on at least an  annual
 basis and more often if requested by Agent.  Immediately on request therefor
 by Agent, Borrower shall deliver to Agent any and all evidence of ownership,
 if any, of any of the Equipment.

                     6.4.2 Dispositions  of  Equipment.    Borrower  will not
 sell, lease  or voluntarily  otherwise dispose  of or  transfer any  of  the
 Equipment or any part  thereof without the prior  written consent of  Agent;
 provided, however, that the  foregoing restriction shall  not apply, for  so
 long as  no Default  or  Event of  Default  exists, to  (i) dispositions  of
 Equipment which,  in  the  aggregate  during  any  consecutive  twelve-month
 period, has a fair market  value or book value,  whichever is less, of  Five
 Hundred Thousand  Dollars ($500,000)  or less,  provided that  all  proceeds
 thereof are remitted to Agent for application to the Revolving Credit Loans,
 or (ii) in connection with replacements of Equipment with Equipment of  like
 or better kind, function or value,  provided that the replacement  Equipment
 shall be acquired prior  to, concurrently with or  within 180 days (or  such
 longer period as reasonably consented to by Agent) after any disposition  of
 the Equipment that  is to be  replaced, the replacement  Equipment shall  be
 free and clear  of Liens other  than Permitted Liens  that are not  Purchase
 Money Liens, and  Borrower shall  have given  Agent at  least five (5)  days
 prior written notice of any such disposition.

     6.5 Payment  of  Charges.   All  amounts  chargeable  to  Borrower under
 Section 6 hereof  shall be  Obligations secured  by all  of the  Collateral,
 shall be  payable on  demand and  shall  bear interest  from the  date  such
 advance was made  until paid in  full at the  rate applicable  to Base  Rate
 Advances from time to time.


 Section 7.      REPRESENTATIONS AND WARRANTIES.

     7.1 General Representations and Warranties.  To induce Agent and Lenders
 to enter  into  this Agreement  and  to make  advances  hereunder,  Borrower
 warrants, represents and covenants to Agent and Lenders that:

                     7.1.1 Organization  and Qualification.  Each of Borrower
 and its Subsidiaries is a corporation  duly organized, validly existing  and
 in good standing under  the laws of the  jurisdiction of its  incorporation.
 Each of Borrower and its Subsidiaries is duly qualified and is authorized to
 do business and is in good standing  as a foreign corporation in each  state
 or jurisdiction listed on Exhibit 7.1.1 hereto  and in all other states  and
 jurisdictions in which the failure of Borrower or any of its Subsidiaries to
 be so  qualified would  have  a material  adverse  effect on  the  financial
 condition, business or Properties of Borrower or any of its Subsidiaries.

                     7.1.2 Corporate  Power and Authority.   Each of Borrower
 and its  Subsidiaries  is  duly authorized  and  empowered  to  enter  into,
 execute, deliver  and perform  this Agreement  and each  of the  other  Loan
 Documents to which it is a  party.  The execution, delivery and  performance
 of this  Agreement and  each of  the  other Loan  Documents have  been  duly
 authorized by  all  necessary corporate  action  and  do not  and  will  not
 (i) require any consent or approval of the shareholders (or members, in  the
 case of a limited liability company) of Borrower or any of its Subsidiaries;
 (ii) contravene Borrower's or any of its Subsidiaries' charter, articles  or
 certificate of incorporation or bylaws; (iii) violate, or cause Borrower  or
 any of its Subsidiaries to  be in default under,  any provision of any  law,
 rule, regulation, order, writ,  judgment, injunction, decree,  determination
 or  award  in  effect  having  applicability  to  Borrower  or  any  of  its
 Subsidiaries; (iv) result in a breach of  or constitute a default under  any
 indenture or  loan or  credit agreement  or any  other agreement,  lease  or
 instrument to which Borrower  or any of  its Subsidiaries is  a party or  by
 which it or its Properties  may be bound or  affected; or (v) result in,  or
 require, the creation or imposition of any Lien (other than Permitted Liens)
 upon or  with  respect to  any  of the  Properties  now owned  or  hereafter
 acquired by Borrower or any of its Subsidiaries.

                     7.1.3 Legally Enforceable Agreement.  This Agreement is,
 and each of  the other Loan  Documents when delivered  under this  Agreement
 will be, a legal, valid and binding  obligation of each of Borrower and  its
 Subsidiaries enforceable against it in accordance with its respective terms,
 subject, as  to  enforcement,  to  general  principles  of  equity,  and  to
 bankruptcy,  insolvency  and  similar  rights  affecting  creditors'  rights
 generally.

                     7.1.4 Capital  Structure.   Exhibit 7.1.4  hereto states
 (i) the  correct  name  of  each  of  the  Subsidiaries  of  Borrower,   its
 jurisdiction of incorporation and the percentage  of its Voting Stock  owned
 by Borrower, (ii) the name of each of Borrower's corporate or joint  venture
 Affiliates and the nature of the  affiliation, (iii) the number, nature  and
 holder of  all outstanding  Securities of  Borrower and  each Subsidiary  of
 Borrower and (iv) the number  of authorized, issued  and treasury shares  of
 Borrower and each Subsidiary of Borrower.  Borrower has good title to all of
 the shares it purports to own of the stock of each of its Subsidiaries, free
 and clear in each  case of any Lien  other than Permitted  Liens.  All  such
 shares have been duly issued and  are fully paid and non-assessable.   There
 are no  outstanding  options to  purchase,  or  any rights  or  warrants  to
 subscribe for, or  any commitments or  agreements to issue  or sell, or  any
 Securities or  obligations  convertible  into, or  any  powers  of  attorney
 relating to,  shares  of  the  capital  stock of  Borrower  or  any  of  its
 Subsidiaries.    Except  as  set  forth  in  Exhibit  7.1.4,  there  are  no
 outstanding  agreements  or  instruments  binding  upon  any  of  Borrower's
 shareholders (or  members,  in the  case  of a  limited  liability  company)
 relating to  the  ownership  of  its shares  of  capital  stock  (or  member
 interests, in the case of a limited liability company).

                     7.1.5 Corporate Names, etc.  Neither Borrower nor any of
 its Subsidiaries has  been known  as or  used any  corporate, fictitious  or
 trade names  within  the  last  five  (5)  years,  except  those  listed  on
 Exhibit 7.1.5 hereto.    Except  as  set  forth  on  Exhibit 7.1.5,  neither
 Borrower nor any of its Subsidiaries has been the surviving corporation of a
 merger or consolidation or acquired all  or substantially all of the  assets
 of any  Person.   Each  of  Borrower's  and its  Subsidiaries'  state(s)  of
 incorporation or organization, Type of Organization and Organizational  I.D.
 Number is set forth on Exhibit 7.1.5.  The exact legal name of Borrower  and
 each of its Subsidiaries is set forth on Exhibit 7.1.5.

                     7.1.6 Business  Locations.   Each of  Borrower's and its
 Subsidiaries' chief executive  office and other  places of  business are  as
 listed on  Exhibit 6.1.1  hereto.  During  the  preceding  one-year  period,
 neither Borrower nor any of its Subsidiaries  has had an office or place  of
 business other  than  as  listed  on Exhibit 6.1.1.    Except  as  shown  on
 Exhibit 6.1.1, no Inventory is stored with a bailee, warehouseman or similar
 party, nor is any Inventory consigned to any Person.

                     7.1.7 Title  to Properties; Priority of  Liens.  Each of
 Borrower and its Subsidiaries has good, indefeasible and marketable title to
 and fee simple ownership of, or valid and subsisting leasehold interests in,
 all of its real Property, and good title to all of the Collateral and all of
 its other  Property,  in each  case,  free and  clear  of all  Liens  except
 Permitted Liens.  Borrower has paid  or discharged all lawful claims  which,
 if unpaid, might become a Lien against any of Borrower's Properties that  is
 not a Permitted Lien.  The  Liens granted to Agent  for its benefit and  the
 ratable benefit of Lenders under Section 5 hereof are first-priority  Liens,
 subject only to Permitted Liens.

                     7.1.8 Accounts.   Agent  may rely,  in determining which
 Accounts are Eligible Accounts, on  all statements and representations  made
 by Borrower  with respect  to any  Account or  Accounts.   Unless  otherwise
 indicated in writing to Agent, with respect to each Account:

                (i) It is genuine and in all respects what it purports to be,
      and it is not evidenced by a judgment;

                (ii) It  arises  out  of  a  completed,  bona  fide  sale and
      delivery of goods or rendition of services by Borrower in the  ordinary
      course of its business and in accordance with the terms and  conditions
      of all purchase orders, contracts  or other documents relating  thereto
      and forming a  part of the  contract between Borrower  and the  Account
      Debtor;

                (iii) It is for a liquidated amount maturing as stated in the
      duplicate invoice covering such sale or  rendition of services, a  copy
      of which has been furnished or is available to Agent;

                (iv) Such  Account, and Agent's security interest therein, is
      not, and will not (by voluntary act or omission of Borrower) be in  the
      future, subject to  any offset, Lien,  deduction, recoupment,  defense,
      dispute,  counterclaim  or  any  other  adverse  condition  except  for
      disputes resulting in returned goods where the amount in controversy is
      deemed by Agent to be immaterial,  and each such Account is  absolutely
      owing to  Borrower and  is not  contingent in  any respect  or for  any
      reason;

                (v) Borrower  has made no  agreement with  any Account Debtor
      thereunder for any extension, compromise, settlement or modification of
      any such  Account  or  any deduction  therefrom,  except  discounts  or
      allowances which are granted by Borrower in the ordinary course of  its
      business for prompt payment and which are reflected in the  calculation
      of the net amount  of each respective invoice  related thereto and  are
      reflected in the Schedules of Accounts  submitted to Agent pursuant  to
      subsection 6.2.1 hereof;

                (vi) There  are no facts, events  or occurrences which in any
      way impair the validity  or enforceability of any  Accounts or tend  to
      reduce the  amount  payable thereunder  from  the face  amount  of  the
      invoice and statements delivered to Agent with respect thereto;

                (vii) To  Borrower's knowledge, the Account Debtor thereunder
      (1) had the capacity  to contract  at the  time any  contract or  other
      document giving rise to the Account  was executed and (2) such  Account
      Debtor is Solvent; and

                (viii) To  Borrower's knowledge, there  are no proceedings or
      actions which  are threatened  or pending  against any  Account  Debtor
      thereunder which might result  in any material  adverse change in  such
      Account Debtor's  financial condition  or  the collectibility  of  such
      Account.

                     7.1.9 Equipment.    The Equipment  is in  good operating
 condition and repair, and all necessary replacements of and repairs  thereto
 shall be made so  that the value and  operating efficiency of the  Equipment
 shall be maintained and preserved, reasonable wear and tear excepted, except
 where the failure to maintain, replace or repair any item of Equipment could
 not reasonably be expected to have a Material Adverse Effect.  Borrower will
 not permit  any of  the Equipment  to become  affixed to  any real  Property
 leased to Borrower so that an interest arises therein under the real  estate
 laws of  the  applicable  jurisdiction unless  the  landlord  of  such  real
 Property has executed a  landlord waiver or leasehold  mortgage in favor  of
 and in form acceptable  to Agent, and  Borrower will not  permit any of  the
 Equipment to  become  an  accession to  any  personal  Property  other  than
 Equipment that is  subject to  first-priority (except  for Permitted  Liens)
 Liens in favor of Agent.

                     7.1.10  Financial   Statements;   Fiscal   Year.     The
 Consolidated and consolidating  balance sheets  of Borrower  and such  other
 Persons described therein  (including the  accounts of  all Subsidiaries  of
 Borrower for the respective periods  during which a Subsidiary  relationship
 existed) as of  September 1,  2001, and  the related  statements of  income,
 changes in stockholder's equity, and changes  in financial position for  the
 periods ended on such dates, have been prepared in accordance with GAAP, and
 present fairly the financial positions of Borrower and such Persons at  such
 dates and the results  of Borrower's and such  Persons' operations for  such
 periods.  Since  June 30, 2001,  there has been  no material  change in  the
 condition, financial or  otherwise, of Borrower  and such  other Persons  as
 shown on the Consolidated balance sheet as of such date and no change in the
 aggregate value of  Equipment and real  Property owned by  Borrower or  such
 other Persons, except changes  in the ordinary course  of business, none  of
 which individually or  in the aggregate  has been materially  adverse.   The
 fiscal year  of Borrower  and each  of  its Subsidiaries  ends on  or  about
 December 31 of each year.

                     7.1.11  Full   Disclosure.     The  financial statements
 referred to in subsection 7.1.10 hereof do  not, nor does this Agreement  or
 any other  written  statement  of Borrower  to  Agent,  contain  any  untrue
 statement of a material fact or omit  a material fact necessary to make  the
 statements contained therein  or herein not  misleading.  There  is no  fact
 which Borrower  has failed  to disclose  to Agent  in writing  which has  or
 evidences a Material Adverse Effect or, so far as Borrower can now  foresee,
 could reasonably be expected to have or evidence a Material Adverse Effect.

                     7.1.12  Solvent  Financial Condition.   Each of Borrower
 and its Subsidiaries is now and, after giving effect to the Loans to be made
 and the Letters of Credit and LC  Guaranties to be issued hereunder, at  all
 times will be, Solvent.

                     7.1.13  Surety Obligations.  Neither Borrower nor any of
 its Subsidiaries is obligated  as surety or indemnitor  under any surety  or
 similar bond or other contract, or has issued or entered into any  agreement
 to  assure  payment,  performance  or  completion  of  performance  of   any
 undertaking or obligation of any Person.

                     7.1.14  Taxes.    Borrower's  federal tax identification
 number is 36-2490451.   The  federal tax  identification number  of each  of
 Borrower's Subsidiaries is  shown on  Exhibit 7.1.14 hereto.   Borrower  and
 each of its Subsidiaries has filed all federal, state and local tax  returns
 and other  reports it  is required  by law  to file  and has  paid, or  made
 provision for the payment of, all taxes, assessments, fees, levies and other
 governmental charges upon  it, its income  and Properties as  and when  such
 taxes, assessments, fees, levies and charges are due and payable, unless and
 to the extent any thereof are being actively contested in good faith and  by
 appropriate proceedings and  Borrower maintains reasonable  reserves on  its
 books therefor.  The provision  for taxes on the  books of Borrower and  its
 Subsidiaries are adequate, in Borrower's reasonable opinion,  for all  years
 not closed by applicable statutes, and for its current fiscal year.

                     7.1.15  Brokers.    There  are  no  claims for brokerage
 commissions, finder's fees or investment banking fees in connection with the
 transactions contemplated by this Agreement.

                     7.1.16  Patents,  Trademarks,  Copyrights  and Licenses.
 Each of Borrower  and its Subsidiaries  owns or possesses  all the  patents,
 trademarks, service marks, tradenames, copyrights and licenses necessary for
 the present and  planned future conduct  of its business  without any  known
 conflict  with  the  rights  of  others.    All  such  registered   patents,
 trademarks,  service  marks,  tradenames,  copyrights,  licenses  and  other
 similar rights are listed on Exhibit 7.1.16 hereto.

                     7.1.17  Governmental Consents.  Each of Borrower and its
 Subsidiaries has, and is in good standing with respect to, all  governmental
 consents,  approvals,  licenses,   authorizations,  permits,   certificates,
 inspections and franchises necessary to continue to conduct its business  as
 heretofore or proposed to be conducted by it and to own or lease and operate
 its Properties as now  owned or leased  by it, except  where the failure  to
 have or be in good standing  with respect to any such governmental  consult,
 approval,  license,  authorization,   permit,  certificate,  inspection   or
 franchise could  not  reasonably be  expected  to have  a  Material  Adverse
 Effect.

                     7.1.18  Compliance  with Laws.  Each of Borrower and its
 Subsidiaries has duly complied with, and its Properties, business operations
 and leaseholds  are  in  compliance  in  all  material  respects  with,  the
 provisions of  all federal,  state and  local  laws, rules  and  regulations
 applicable to Borrower or such Subsidiary, as applicable, its Properties  or
 the conduct of  its business and  there have been  no citations, notices  or
 orders of noncompliance issued to Borrower or any of its Subsidiaries  under
 any such law, rule or regulation.  Each of Borrower and its Subsidiaries has
 established and maintains an  adequate monitoring system  to insure that  it
 remains in compliance  with all  federal, state  and local  laws, rules  and
 regulations applicable to it.  No  Inventory has been produced in  violation
 of the Fair Labor Standards Act (29 U.S.C. S201 et seq.), as amended.

                     7.1.19  Restrictions.   Neither  Borrower nor any of its
 Subsidiaries is a party or subject to any contract, agreement, or charter or
 other corporate  restriction, which  materially  and adversely  affects  its
 business or the use or ownership of any of its Properties.  Neither Borrower
 nor any  of its  Subsidiaries is  a  party or  subject  to any  contract  or
 agreement which restricts its right or ability to incur Indebtedness,  other
 than as  set forth  on Exhibit 7.1.19  hereto, none  of which  prohibit  the
 execution of or compliance with this  Agreement or the other Loan  Documents
 by Borrower or any of its Subsidiaries, as applicable.

                     7.1.20  Litigation.       Except   as    set   forth  on
 Exhibit 7.1.20  hereto,  there  are   no  actions,  suits,  proceedings   or
 investigations pending, or to the knowledge of Borrower, threatened, against
 or  affecting  Borrower  or  any  of  its  Subsidiaries,  or  the  business,
 operations, Properties, prospects, profits or  condition of Borrower or  any
 of its Subsidiaries:  (i) claiming  damages against Borrower of One  Hundred
 Thousand Dollars ($100,000) or more either individually or in the  aggregate
 when consolidated with similar or related matters; (ii) involving any  claim
 for  injunctive  relief;  or  (iii)  involving  other  matters  which  could
 reasonably be expected to have a Material Adverse Effect.  Neither  Borrower
 nor any of its Subsidiaries is in  default with respect to any order,  writ,
 injunction, judgment, decree or rule of any court, governmental authority or
 arbitration board or tribunal.

                     7.1.21  No  Defaults.    No  event  has  occurred and no
 condition exists which would,  upon or after the  execution and delivery  of
 this Agreement or Borrower's performance hereunder, constitute a Default  or
 an Event of Default.   Neither Borrower  nor any of  its Subsidiaries is  in
 default,  and  no  event  has  occurred   and  no  condition  exists   which
 constitutes, or which with the  passage of time or  the giving of notice  or
 both would constitute, a default in  the payment of any Indebtedness to  any
 Person for Money Borrowed  with a principal amount  of One Hundred  Thousand
 Dollars ($100,000) or more.

                     7.1.22  Leases.   Exhibit 7.1.22(a) hereto is a complete
 listing of  all capitalized  leases of  Borrower  and its  Subsidiaries  and
 Exhibit 7.1.22(b) hereto is a  complete listing of  all operating leases  of
 Borrower and  its  Subsidiaries involving  annual  lease payments  of  Fifty
 Thousand Dollars ($50,000) or more.   Each of Borrower and its  Subsidiaries
 is in compliance in all material respects with  all of the terms of each  of
 its respective capitalized and operating leases.

                     7.1.23  Pension   Plans.      Except   as   disclosed on
 Exhibit 7.1.23 hereto, neither Borrower nor any of its Subsidiaries has  any
 Plan.   Borrower and  each of  its  Subsidiaries is  in compliance,  in  all
 material respects,  with  the  requirements of  ERISA  and  the  regulations
 promulgated thereunder with respect to each Plan.  No fact or situation that
 could result in  a material  adverse change  in the  financial condition  of
 Borrower or any  of its  Subsidiaries exists  in connection  with any  Plan.
 Neither Borrower nor any of its Subsidiaries has any withdrawal liability in
 connection with a Multi-employer Plan.

                     7.1.24  Trade  Relations.  There exists no actual or, to
 Borrower's knowledge, threatened termination, cancellation or limitation of,
 or any modification or change in, the business relationship between Borrower
 or any of its Subsidiaries and any customer or any group of customers  whose
 purchases individually or in the aggregate  are material to the business  of
 Borrower or any  of its  Subsidiaries, or  with any  material supplier,  and
 there exists no present condition or  state of facts or circumstances  which
 would materially affect  adversely Borrower or  any of  its Subsidiaries  or
 prevent Borrower or any  of its Subsidiaries  from conducting such  business
 after the consummation of the transaction contemplated by this Agreement  in
 substantially the same manner in which it has heretofore been conducted.

                     7.1.25  Labor   Relations.     Except  as   described on
 Exhibit 7.1.25 hereto, neither  Borrower nor any  of its  Subsidiaries is  a
 party to  any  collective  bargaining agreement.    There  are  no  material
 grievances,  disputes  or  controversies  with   any  union  or  any   other
 organization of Borrower's or any of its Subsidiaries' employees, or threats
 of strikes, work stoppages  or any asserted  pending demands for  collective
 bargaining by any union or organization.

                     7.1.26  Mexican    Subsidiary.      Agent   and  Lenders
 acknowledge that all  warranties and  representations made  with respect  to
 Mexican  Subsidiary  shall  be  deemed  to  have  been  made  to  Borrower's
 knowledge.

     7.2 Continuous   Nature  of   Representations  and   Warranties.    Each
 representation and warranty contained in this  Agreement and the other  Loan
 Documents shall be deemed to be made on the Closing Date and each subsequent
 date on which Borrower draws down any Revolving Credit Loan or requests Bank
 or Agent to issue or execute any Letters of Credit or LC Guaranty and  shall
 be accurate, complete and not misleading as of each of such date, except for
 changes in the nature of Borrower's or its respective Subsidiaries' business
 or operations  that would  render the  information in  any exhibit  attached
 hereto or  to  any other  Loan  Document either  inaccurate,  incomplete  or
 misleading, so long as  (i) Agent has consented  to such changes, (ii)  such
 changes are expressly permitted or contemplated  by this Agreement or  (iii)
 such changes could not reasonably be expected to have or evidence a Material
 Averse Effect.

     7.3 Survival of Representations and Warranties.  All representations and
 warranties of Borrower contained in this Agreement or any of the other  Loan
 Documents shall survive  the execution, delivery  and acceptance thereof  by
 Agent  and  Lenders  and  the  parties  thereto  and  the  closing  of   the
 transactions described therein or related thereto.


 Section 8.      COVENANTS AND CONTINUING AGREEMENTS.

     8.1 Affirmative  Covenants.   During  the  term of  this  Agreement, and
 thereafter for so long as there are any Obligations to Agent or any  Lender,
 Borrower covenants that, unless otherwise  consented to by Required  Lenders
 in writing, it shall:

                     8.1.1 Visits and Inspections.  Permit representatives of
 Agent and any representatives as of any Lender who wish to accompany Agent's
 representatives, from time to time, as often as may be reasonably requested,
 but only during normal business hours and if no Default or Event of  Default
 has occurred and is continuing, upon twenty-four (24) hours advance  notice,
 to  visit  and  inspect  the  Properties   of  Borrower  and  each  of   its
 Subsidiaries, inspect, audit and make extracts  from its books and  records,
 and  discuss  with   its  officers,  its   employees  and  its   independent
 accountants, Borrower's  and each  of  its Subsidiaries'  business,  assets,
 liabilities,  financial  condition,  business   prospects  and  results   of
 operations.

                     8.1.2 Notices.   Promptly notify Agent in writing of the
 occurrence of  any event  or the  existence  of any  fact that  renders  any
 representation or  warranty in  this  Agreement or  any  of the  other  Loan
 Documents inaccurate, incomplete  or misleading,  in any  manner that  could
 reasonably be expected to have or evidence a Material Adverse Effect.

                     8.1.3 Financial   Statements.    Keep,  and  cause  each
 Subsidiary to keep, adequate  records and books of  account with respect  to
 its business activities in which proper entries are made in accordance  with
 GAAP reflecting all its financial transactions; and cause to be prepared and
 furnished to Agent (with  sufficient copies for  all Lenders) the  following
 (all to be prepared in accordance  with GAAP applied on a consistent  basis,
 unless Borrower's certified public accountants concur in any change  therein
 and such change is disclosed to Agent and is consistent with GAAP):

                (i) not  later than ninety (90) days  after the close of each
      fiscal year of Borrower,  unqualified, audited financial statements  of
      Parent, Borrower  and Borrower's  Subsidiaries as  of the  end of  such
      year, on a Consolidated and consolidating basis, certified by a firm of
      independent  certified  public   accountants  of  recognized   standing
      selected by Parent but acceptable to Agent (except for a  qualification
      for a  change  in  accounting  principles  with  which  the  accountant
      concurs);

                (ii) not  later than thirty  (30) days after  the end of each
      month hereafter, including  the last month  of Borrower's fiscal  year,
      unaudited,  interim  financial  statements  of  Parent,  Borrower   and
      Borrower's Subsidiaries as of the end of such month and of the  portion
      of Borrower's  financial  year  then elapsed,  on  a  Consolidated  and
      consolidating basis, certified  by the principal  financial officer  of
      Borrower as prepared in accordance with GAAP and fairly presenting  the
      Consolidated financial position  and results of  operations of  Parent,
      Borrower and Borrower's Subsidiaries for such month and period  subject
      only to changes  from audit and  year-end adjustments  and except  that
      such statements need not contain notes;

                (iii) promptly after the sending  or filing  thereof, as  the
      case may be, copies  of any proxy  statements, financial statements  or
      reports which  Borrower  has made  available  to its  shareholders  (or
      members, in the case of a limited liability company) and copies of  any
      regular, periodic and special reports or registration statements  which
      Borrower files  with  the Securities  and  Exchange Commission  or  any
      governmental authority  which  may  be  substituted  therefor,  or  any
      national securities exchange; provided,  however, that with respect  to
      Form 8-K or any registration statements, Borrower shall notify Agent of
      the filing  of any  such form  or  statement and  shall supply  a  copy
      thereof to Agent upon Agent's request.

                (iv) promptly after the filing thereof, notice that  Borrower
      has filed any annual report to  be filed with ERISA in connection  with
      each Plan; upon  request of Agent,  Borrower shall deliver  to Agent  a
      copy of any such report; and

                (v) such other data and information (financial and otherwise)
      as Agent  or  Required  Lenders, from  time  to  time,  may  reasonably
      request, bearing upon or  related to the  Collateral or Borrower's  and
      each of its Subsidiaries' financial condition or results of operations.

            Concurrently  with  the  delivery  of  the  financial  statements
 described in clause (i) of this subsection 8.1.3, Borrower shall forward  to
 Agent a copy  of the accountants'  letter to Borrower's  management that  is
 prepared in connection with such financial  statements and also shall  cause
 to be prepared  and shall  furnish to Agent  a confirmation  by such  public
 accountants of Borrower's calculations of the financial covenants  contained
 in Section 8.3.  Concurrently with the delivery of the financial  statements
 described  in  clauses (i)  and  (ii)  of  this  subsection 8.1.3,  or  more
 frequently if requested by  Agent, Borrower shall cause  to be prepared  and
 furnished to Lender a  Compliance Certificate in  the form of  Exhibit 8.1.3
 hereto executed by the Chief Financial Officer of Borrower.

            Within five (5) days  after the earlier  of the last  day of each
 fiscal year of Borrower and the date Parent or Borrower engaged  independent
 certified public  accountants  to  audit  Parent  and  Borrower's  financial
 statements, Borrower  shall deliver  to  such independent  certified  public
 accountants  a  letter  from  Parent  and/or  Borrower  addressed  to   such
 independent certified public  accountants indicating  that it  is a  primary
 intention of Parent and Borrower in engaging such accountants that Agent and
 Lenders  rely  upon  such  financial  statements  of  Parent,  Borrower  and
 Borrower's Subsidiaries.

                     8.1.4 Borrowing  Base  Certificates.   On or  before the
 15th day  of each  month from  and  after the  date hereof,  Borrower  shall
 deliver to Agent a Borrowing Base  Certificate, in the form attached  hereto
 as Exhibit 8.1.4 (as modified from  time to time by  Agent), as of the  last
 day of the immediately preceding month (or shorter period as is applicable),
 with such  supporting  materials as  Agent  shall reasonably  request.    If
 Borrower deems it advisable, or Agent shall request, Borrower shall  execute
 and deliver  to  Agent  Borrowing Base  Certificates  more  frequently  than
 monthly.

                     8.1.5 Landlord,  Storage and Other  Agreements.  Provide
 Agent with copies of all agreements (other than modifications or  amendments
 to existing agreements that do not  affect, in any material respect,  either
 Borrower's or any other party's respective obligations) between Borrower  or
 any  of  its  Subsidiaries   and  any  landlord,  warehouseman,   processor,
 distributor or consignee  which owns  or is the  lessee of  any premises  at
 which any Collateral may, from time to time,  be kept.  With respect to  any
 lease (other than leases  for sales offices),  warehousing agreement or  any
 processing agreement  in  any case  entered  into after  the  Closing  Date,
 Borrower shall  provide  Agent  with landlord  waivers,  bailee  letters  or
 processor letters with  respect to such  premises.   Such landlord  waivers,
 bailee letters or processor letters shall be in a form supplied by Agent  to
 Borrower with such reasonable revisions as are customarily accepted by Agent
 or by similar financial institutions in similar financial transactions.

                     8.1.6 Projections.  No later than thirty (30) days prior
 to the end of each fiscal year of Borrower, deliver to Agent Projections  of
 Borrower for the forthcoming fiscal year, month by month and, to the  extent
 available, any Projections (or partial Projections) for succeeding years.

                     8.1.7 Deposit  and Brokerage Accounts.  For each deposit
 account or brokerage account that Borrower  at any time opens or  maintains,
 Borrower shall, at Agent's request and  option, pursuant to an agreement  in
 form and substance  reasonably satisfactory to  Agent, cause the  depository
 bank or securities intermediary,  as applicable, to agree  to comply at  any
 time with  instructions from  Agent to  such depository  bank or  securities
 intermediary, as applicable, directing the disposition of funds from time to
 time credited to such deposit or brokerage account, without further  consent
 of Borrower.

     8.2 Negative  Covenants.    During  the  term  of  this  Agreement,  and
 thereafter for so long as there are any Obligations to Agent or any  Lender,
 Borrower covenants that, unless Required Lenders has first consented thereto
 in writing, it will not:

                     8.2.1 Mergers;  Consolidations; Acquisitions; Structural
 Changes.  Except for Permitted Acquisitions, merge or consolidate, or permit
 any Subsidiary of  Borrower to merge  or consolidate, with  any Person;  nor
 change  its  or  any  of  its   Subsidiaries'  state  of  incorporation   or
 organization or  Type of  Organization or  Organizational I.D.  Number;  nor
 change its or any of its Subsidiaries' legal names; nor acquire, nor  permit
 any of  its Subsidiaries  to acquire  all  or any  substantial part  of  the
 Properties of any Person, except for:

                (i) mergers  of any Subsidiary  of Borrower  into Borrower or
      another wholly-owned Subsidiary of Borrower; and

                (ii) acquisitions  of  assets consisting  of fixed  assets or
      real Property  that  constitute Capital  Expenditures  permitted  under
      subsection 8.2.8.

                (iii) changes  in  Borrower's or  any Subsidiaries'  state of
      incorporation, name, Type of Incorporation or Organization I.D.  Number
      if Borrower gives Agent thirty (30) days' advance written notice of any
      such change and  executes any UCC  statement or  amendment which  Agent
      reasonably requests Borrower to execute as a result of such change.

                     8.2.2 Loans.  Make, or permit any Subsidiary of Borrower
 to make, any loans or other advances of  money to any Person other than  (i)
 for salary, travel advances, advances against commissions and other  similar
 advances in  the  ordinary course  of  business), (ii) extensions  of  trade
 Credit in the  ordinary course of  business, (iii)  deposits with  financial
 institutions permitted under this Agreement and (iv) prepaid expenses.

                     8.2.3 Total  Indebtedness.   Create,  incur,  assume, or
 suffer to exist, or  permit any Subsidiary of  Borrower to create, incur  or
 suffer to exist, any Indebtedness, except:

                (i)  Obligations owing to Agent and Lenders;

                (ii) Indebtedness   arising  from   Borrower's  guarantee  of
      Parent's obligations under the Senior Subordinated Note Documents;

                (iii) Indebtedness of any Subsidiary of Borrower to Borrower;

                (iv) accounts  payable  to   trade  creditors   and   current
      operating expenses (other than for Money  Borrowed) which are not  aged
      more than ninety (90) days from  billing date or more than thirty  (30)
      days from the due date, in each case incurred in the ordinary course of
      business and paid within  such time period, unless  the same are  being
      actively  contested  in  good  faith  and  by  appropriate  and  lawful
      proceedings; and Borrower or such Subsidiary shall have set aside  such
      reserves, if any,  with respect  thereto as  are required  by GAAP  and
      deemed adequate  by Borrower  or such  Subsidiary and  its  independent
      accountants;

                (v) Obligations to pay Rentals permitted by subsection 8.2.13

                (vi) Permitted Purchase Money Indebtedness;

                (vii) Contingent  liabilities arising out  of endorsements of
      checks and other  negotiable instruments for  deposit or collection  in
      the ordinary course of business;

                (viii) Indebtedness  existing on the  Closing Date and listed
      on Exhibit 8.2.3 (including, without limitation the IRB  Indebtedness);
      and

                (ix) Indebtedness  not  included  in  paragraphs (i)  through
      (viii) above which does not exceed  at any time, in the aggregate,  the
      sum of Five Hundred Thousand Dollars ($500,000).

            Agent and  Lenders acknowledge  that Borrower  may repay  the IRB
 Indebtedness either  in  accordance with  scheduled  terms or  by  voluntary
 prepayment.

                     8.2.4 Affiliate Transactions.  Enter into, or be a party
 to, or permit any Subsidiary of Borrower to enter into or be a party to, any
 transaction with any  Affiliate of Borrower  or stockholder,  except in  the
 ordinary course of and pursuant to the reasonable requirements of Borrower's
 or such Subsidiary's business and upon  fair and reasonable terms which  are
 fully disclosed to Agent  and are no less  favorable to Borrower than  would
 obtain in  a  comparable arm's  length  transaction  with a  Person  not  an
 Affiliate or stockholder of Borrower or such Subsidiary.

                     8.2.5 Limitation  on Liens.  Create  or suffer to exist,
 or permit any Subsidiary of Borrower to create or suffer to exist, any  Lien
 upon any of its Property, income or profits, whether now owned or  hereafter
 acquired, except:

                (i) Liens  at  any time  granted in  favor  of Agent  for its
      benefit and the ratable benefit of Lenders;

                (ii) Liens for  taxes (excluding any Lien imposed pursuant to
      any of the provisions of ERISA) not yet due, or being contested in  the
      manner described in  subsection 7.1.14 hereto, but  only if in  Agent's
      judgment such  Lien does  not adversely  affect Agent's  rights or  the
      priority of Agent's Lien in the Collateral;

                (iii) Liens  arising  in  the ordinary  course  of Borrower's
      business by operation  of law  or regulation,  but only  if payment  in
      respect of any such Lien is not at the time required and such Liens  do
      not, in  the  aggregate,  materially detract  from  the  value  of  the
      Property of  Borrower  or materially  impair  the use  thereof  in  the
      operation of Borrower's business;

                (iv) Purchase  Money Liens securing  Permitted Purchase Money
      Indebtedness;

                (v) Liens   securing  Indebtedness   of  one   of  Borrower's
      Subsidiaries to Borrower or another such Subsidiary;

                (vi) Such other Liens as appear on Exhibit 8.2.5 hereto;

                (vii) Liens incurred  or deposits made in the ordinary course
      of business  (1)  in  connection  with  worker's  compensation,  social
      security, unemployment  insurance  and  other  like  laws,  or  (2)  in
      connection with sales contracts, leases, statutory obligations, work in
      progress  advances  and  other  similar  obligations  not  incurred  in
      connection with the borrowing of money  or the payment of the  deferred
      purchase price of property;

                (viii) Title   exceptions  or  encumbrances  granted  in  the
      ordinary course of business, affecting real Property owned by Borrower;
      provided that  such  exceptions  do not  in  the  aggregate  materially
      detract from the value  of such Property  or materially interfere  with
      its use in the ordinary conduct of Borrower's business;

                (ix) Such  other Liens which  are not  reasonably expected to
      have a material adverse effect on the value of the Collateral as  Agent
      may hereafter approve in writing; and

                (x) Distributions to  Parent to permit Parent to fund Mexican
      Subsidiary's working capital  needs or  Capital Expenditures;  provided
      that after giving effect to any such Distribution, the aggregate amount
      of  Parent  and/or  Borrower's  investment  in  Mexican  Subsidiary  as
      represented by Borrower's or Parent's inter-company account,  accounted
      for on a  consistent basis, does  not exceed One  Million Five  Hundred
      Thousand Dollars ($1,500,000).

                     8.2.6 Subordinated  Debt.    Except  as  provided below,
 make, or permit any Subsidiary of  Borrower to make, any direct or  indirect
 prepayment of any part  or all of  any Subordinated Debt  or take any  other
 action or omit to take any other action in respect of any Subordinated Debt,
 except in accordance with the subordination provisions or agreement relative
 thereto.  Make or permit any Subsidiary of Borrower to make any other direct
 or indirect payment of any part or all of any Subordinated Debt or take  any
 other action or omit to take any other action in respect of any Subordinated
 Debt in contravention of the subordination provisions or agreement  relative
 thereto.  Amend or modify any of  the terms of the Senior Subordinated  Note
 Documents in any manner materially adverse to Borrower or Agent and Lenders.
 The foregoing  notwithstanding,  Borrower  may make  repurchases  of  Senior
 Subordinated Notes or may make Distributions  to Parent to permit Parent  to
 make repurchases of Senior Subordinated Notes if after giving effect to  any
 such repurchase  or  Distribution  each  of  the  following  conditions  are
 satisfied:  (i) no Default  or Event of Default  exists and is  outstanding;
 (ii) there had occurred no  event of Default resulting  from the failure  to
 comply with the financial  covenants contained in  Section 8.3 in either  of
 the two most recently ended fiscal quarters; (iii) Borrower shall have given
 Agent at least five (5) Business Days' prior written notice of its intent to
 make any such repurchase; and (iv) average  Net Availability for the  thirty
 days  immediately  prior  to  the  date   of  the  proposed  repurchase   or
 Distribution and, on a pro forma basis for the thirty days immediately after
 the date  of the  proposed repurchase  or  distribution equals  or  exceeds:
 (x) Five Million Dollars ($5,000,000) if the date of the proposed repurchase
 or Distribution is on or between  January 1 and March 31 of any year  within
 the Original Term; and (y) Ten Million Dollars ($10,000,000) if the date  of
 the proposed  repurchase  or  Distribution is  on  or  between  April 1  and
 June 30, July 1 and September  30 or October 1 and  December 31 of any  year
 within the Original Term.

                     8.2.7 Distributions.    Declare or  make, or  permit any
 Subsidiary of Borrower to declare or make, any Distributions, except for:

                (i) Distributions by any Subsidiary of Borrower to Borrower;

                (ii) Distributions  paid solely in  capital stock of Borrower
      or any of its Subsidiaries;

                (iii) Distributions   by  Borrower   to  Parent   in  amounts
      necessary to permit Parent to repurchase  capital stock of Parent  from
      employees of Borrower or Parent or any of Borrower's Subsidiaries  upon
      the termination of their employment, so long as no Default or Event  of
      Default exists at the time of or would be caused by such making of such
      Distributions and  the aggregate  cash  amount of  such  Distributions,
      measured at the  time when made,  does not exceed  One Million  Dollars
      ($1,000,000) in any fiscal year of Borrower;

                (iv) So long  as no Default or Event of Default exists at the
      time of  or  would be  caused  by  the making  of  such  Distributions,
      Distributions by Borrower in an amount  sufficient to permit Parent  to
      pay Consolidated  tax liabilities  of Parent,  Borrower and  Borrower's
      Subsidiaries,  so  long   as  Parent   applies  the   amount  of   such
      Distributions for such purpose;

                (v) Distributions  by  Borrower  to the  extent  necessary to
      permit Parent to pay administrative costs  and expenses related to  the
      business of Borrower and its Subsidiaries,  not to exceed Five  Million
      Dollars ($5,000,000) in any fiscal year of Borrower, so long as  Parent
      applies the amount of such Distributions for such purpose;

                (vi) Distributions  by  Borrower  to  Parent  to  the  extent
      necessary to permit  Borrower to make  regularly scheduled payments  of
      interest  due  on   the  Senior   Subordinated  Notes   [and  the   IRB
      Indebtedness]; and

                (vii) Distributions permitted by subsection 8.2.6 above.

                     8.2.8 Capital  Expenditures.   Make Capital Expenditures
 (including, without limitation, by way of capitalized leases) which, in  the
 aggregate, as to Borrower and its Subsidiaries, exceed Nine Million  Dollars
 ($9,000,000) during any fiscal year of Borrower.

                     8.2.9 Disposition  of Assets.   Sell, lease or otherwise
 dispose of any of, or  permit any Subsidiary of  Borrower to sell, lease  or
 otherwise dispose of any  of, its Properties,  including any disposition  of
 Property as part of a sale and leaseback transaction, to or in favor of  any
 Person, except (i) sales of Inventory in the ordinary course of business for
 so long as no Event of Default exists hereunder and Agent has not  requested
 Borrower to cease such  sales of Inventory, (ii) a  transfer of Property  to
 Borrower  by  a  Subsidiary  of  Borrower  or  (iii) dispositions  expressly
 authorized by this Agreement  or (iv) dispositions of investments  described
 in  paragraphs  (iv),  (v),   (vi)  and  (vii)   of  the  term   "Restricted
 Investments."

                     8.2.10  Stock   of  Subsidiaries.    Permit  any  of its
 Subsidiaries to  issue any  additional shares  of its  capital stock  except
 director's qualifying shares.

                     8.2.11  Bill-and-Hold  Sales, Etc.   Make  a sale to any
 customer on  a bill-and-hold,  guaranteed sale,  sale  and return,  sale  on
 approval or consignment basis, or any sale on a repurchase or return basis.

                     8.2.12  Restricted  Investment.  Make or have, or permit
 any Subsidiary of Borrower to make or have, any Restricted Investment.

                     8.2.13  Leases.      Become,   or  permit   any   of its
 Subsidiaries to become,  a lessee under  any operating lease  (other than  a
 lease under which Borrower or any of its Subsidiaries is lessor) of Property
 if the aggregate  Rentals payable  during any  current or  future period  of
 twelve (12) consecutive  months under the  lease in question  and all  other
 leases under which Borrower or any of its Subsidiaries is then lessee  would
 exceed Eight Million Dollars ($8,000,000).  The term "Rentals" means, as  of
 the date of determination, all payments which the lessee is required to make
 by the terms of any lease.

                     8.2.14 Tax Consolidation.  File or consent to the filing
 of any  consolidated  income  tax  return  with  any  Person  other  than  a
 Subsidiary of Borrower or Parent.

     8.3 Specific Financial Covenants.   During the term  of this  Agreement,
 and thereafter for so long as there are any Obligations to Agent or Lenders,
 Borrower covenants  that it  will be  in full  compliance with  each of  the
 financial covenants set forth on Exhibit 8.3  hereto.  If GAAP changes  from
 the basis used in  preparing the audited  financial statements delivered  to
 Agent by Borrower on or before the Closing Date, Borrower will provide Agent
 with certificates demonstrating compliance with such financial covenants and
 will include, at  the election  of Borrower or  upon the  request of  Agent,
 calculations setting  forth the  adjustments  necessary to  demonstrate  how
 Borrower is in compliance with such  financial covenants based upon GAAP  as
 in effect on the Closing Date.


 Section 9.      CONDITIONS PRECEDENT.

       Notwithstanding any other  provision of this  Agreement or  any of the
 other Loan Documents,  and without  affecting in  any manner  the rights  of
 Agent or Lenders under the other  sections of this Agreement, Lenders  shall
 not be required to make any Loan under this Agreement unless and until  each
 of the following conditions has been and continues to be satisfied:

     9.1 Documentation.   Agent  shall have  received, in  form and substance
 satisfactory to Agent, a duly executed copy of this Agreement and the  other
 Loan  Documents,  together  with  such  additional  documents,  instruments,
 opinions and certificates  as Agent  shall require  in connection  therewith
 from time to time, all in form  and substance satisfactory to Agent and  its
 counsel.

     9.2 No Default.  No Default or Event of Default shall exist.

     9.3 Other Loan Documents.  Each of the conditions precedent set forth in
 the other Loan Documents shall have been satisfied.

     9.4 Availability.   Agent shall  have determined  that immediately after
 Lenders have made the initial Loans and issued the initial Letters of Credit
 and LC Guaranties contemplated hereby, and  paid all closing costs  incurred
 in connection with  the transactions contemplated  hereby, Net  Availability
 shall not be less than Twenty Million Dollars ($20,000,000).

     9.5 No Litigation.   No action, proceeding, investigation, regulation or
 legislation shall have  been instituted, threatened  or proposed before  any
 court, governmental  agency  or  legislative body  to  enjoin,  restrain  or
 prohibit, or to  obtain damages in  respect of, or  which is  related to  or
 arises out  of  this  Agreement or  the  consummation  of  the  transactions
 contemplated hereby.


 Section 10.       EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT.

    10.1 Events  of Default.  The occurrence of  one or more of the following
 events shall constitute an "Event of Default":

                     10.1.1  Payment of Interest, Principal or Fees. Borrower
 fails to pay any installment of principal, interest or premium, if any,  due
 in respect to outstanding Revolving Credit Loans or fees payable in  respect
 to unused Revolving  Credit Loans  or outstanding  Letters of  Credit or  LC
 Guaranties on the  due date thereof,  whether as  mandatory prepayments,  as
 payments necessary to eliminate Overadvances or otherwise.

                     10.1.2  Payment  of  Other Obligations.   Borrower shall
 fail to pay any of the  Obligations not covered by subsection 10.1.1  hereof
 on the due  date thereof (whether  due at stated  maturity, on demand,  upon
 acceleration or otherwise).

                     10.1.3  Misrepresentations. Any representation, warranty
 or other statement made or furnished to Agent and/or Lenders by or on behalf
 of Borrower, any Subsidiary  of Borrower, or any  Parent in this  Agreement,
 any of the other Loan Documents or any instrument, certificate or  financial
 statement furnished in  compliance with or  in reference  thereto proves  to
 have been false or misleading in  manner which could reasonably be  expected
 to have or evidence a Material Adverse Effect when made or furnished or when
 reaffirmed pursuant to Section 7.2 hereof.

                     10.1.4  Breach  of  Specific Covenants.   Borrower shall
 fail or  neglect to  perform,  keep or  observe  any covenant  contained  in
 Sections 5.2, 5.3, 5.4,  6.1.1, 6.1.2,  6.2.5, 6.2.6,  8.1.1, 8.1.2,  8.1.4,
 8.1.7, 8.2 or 8.3 hereof on the  date that Borrower is required to  perform,
 keep or observe such covenant.

                     10.1.5  Breach  of Other Covenants.  Borrower shall fail
 or neglect  to perform,  keep  or observe  any  covenant contained  in  this
 Agreement (other than a covenant which is dealt with specifically  elsewhere
 in Section 10.1 hereof) and the breach  of such other covenant is not  cured
 to Agent's satisfaction within fifteen (15) days (five (5) days with respect
 to Section 8.1.3) after the sooner to occur of Borrower's receipt of  notice
 of such breach from Agent or the date on which such failure or neglect first
 becomes known to  any executive  officer or  the controller  of Borrower  or
 Parent.

                     10.1.6  Default    Under    Security     Documents/Other
 Agreements.   Any event  of default  shall occur  under, or  Borrower  shall
 default in the performance or observance of any term, covenant, condition or
 agreement  contained  in,  any  of  the  Security  Documents  or  the  Other
 Agreements and  such  default shall  continue  beyond any  applicable  grace
 period.

                     10.1.7 Other Defaults.  There shall occur any default or
 event of default on  the part of Borrower  under any agreement, document  or
 instrument to which Borrower is a party or  by which Borrower or any of  its
 Property is bound, creating or relating to any Indebtedness (other than  the
 Obligations),  in  a  principal  amount  of  One  Hundred  Thousand  Dollars
 ($100,000) or  more if  the  payment or  maturity  of such  Indebtedness  is
 accelerated in consequence of such event of default or demand for payment of
 such Indebtedness is made.

                     10.1.8  Uninsured  Losses.   Any loss, theft,  damage or
 destruction of  any of  the Collateral  with  a fair  market value  of  Five
 Hundred Thousand Dollars ($500,000)  or more not  fully covered (subject  to
 such  deductibles  and  self-insurance   retentions  as  Agent  shall   have
 permitted) by insurance.

                     10.1.9  Insolvency and Related Proceedings.  Borrower or
 Parent shall  cease to  be Solvent  or  shall suffer  the appointment  of  a
 receiver,  trustee,  custodian  or  similar  fiduciary,  or  shall  make  an
 assignment for the benefit  of creditors, or any  petition for an order  for
 relief shall be filed by or against Borrower or Parent under the  Bankruptcy
 Code (if against Borrower or Parent, the continuation of such proceeding for
 more than sixty (60) days),  or Borrower or Parent  shall make any offer  of
 settlement, extension or composition to their respective unsecured creditors
 generally.

                     10.1.10  Business Disruption; Condemnation.  There shall
 occur a cessation  of a substantial  part of the  business of Borrower,  any
 Subsidiary of Borrower or  Parent for a  period which significantly  affects
 Borrower's or Parent's capacity  to continue its  business, on a  profitable
 basis; or Borrower, any  Subsidiary of Borrower or  Parent shall suffer  the
 loss or revocation of any license  or permit now held or hereafter  acquired
 by Borrower  or  Parent  which  is necessary  to  the  continued  or  lawful
 operation of  its  business;  or  Borrower  or  Parent  shall  be  enjoined,
 restrained or in any way prevented by court, governmental or  administrative
 order from conducting all or any  material part of its business affairs;  or
 any material  lease or  agreement pursuant  to  which Borrower  or  Parent's
 leases, uses or occupies any Property shall be canceled or terminated  prior
 to the expiration of its stated term; or any part of the Collateral shall be
 taken through condemnation or the value  of such Property which event,  with
 respect to all  of the  foregoing, could reasonably  be expected  to have  a
 Material Adverse Effect.

                     10.1.11  There shall occur a Change in Control or Parent
 shall cease  to own  and control,  beneficially and  of record,  all of  the
 issued and outstanding capital stock of Borrower.

                     10.1.12   ERISA.   A Reportable  Event shall occur which
 Agent, in its  sole discretion, shall  determine in  good faith  constitutes
 grounds for the termination by the  Pension Benefit Guaranty Corporation  of
 any Plan or for  the appointment by the  appropriate United States  district
 court of a trustee for any Plan, or if  any Plan shall be terminated or  any
 such trustee shall be requested or appointed, or if Borrower, any Subsidiary
 of Borrower or Parent is in  "default" (as defined in Section 4219(c)(5)  of
 ERISA) with  respect to  payments to  a Multi-employer  Plan resulting  from
 Borrower's, such  Subsidiary's or  Parent's complete  or partial  withdrawal
 from such Plan and any  such event could reasonably  be expected to have  or
 evidence a Material Adverse Effect.

                     10.1.13   Challenge   to   Agreement.     Borrower,  any
 Subsidiary of Borrower  or Parent, or  any Affiliate of  any of them,  shall
 challenge or  contest in  any action,  suit or  proceeding the  validity  or
 enforceability of this Agreement,  or any of the  other Loan Documents,  the
 legality or enforceability of  any of the Obligations  or the perfection  or
 priority of any Lien granted to Agent.

                     10.1.14   Repudiation   of  or  Default  Under  Guaranty
 Agreement.  Parent shall revoke or attempt to revoke the Guaranty  Agreement
 signed by Parent, or shall repudiate Parent's liability thereunder or  shall
 be in default under the terms thereof.

                     10.1.15   Criminal Forfeiture.  Borrower, any Subsidiary
 of Borrower or Parent  shall be criminally indicted  or convicted under  any
 law that  could  lead to  a  forfeiture of  any  Property of  Borrower,  any
 Subsidiary of Borrower or Parent.

                     10.1.16  Judgments.   Final judgment or judgments (after
 the expiration of all times to appeal therefrom) for the payment of money in
 excess of Two Hundred Fifty Thousand Dollars ($250,000) with respect to  any
 one judgment or Five Hundred Thousand Dollars ($500,000) with respect to all
 outstanding judgments in  the aggregate shall  be rendered against  Borrower
 and the same  shall not (i) be  fully covered by  insurance, or  (ii) within
 thirty days after the entry thereof, have been discharged or paid or  bonded
 over or execution  thereof stayed  pending appeal,  or shall  not have  been
 discharged within five days after the expiration of any such stay.

    10.2 Acceleration  of the Obligations.   Without in  any way limiting the
 right of Agent or Required Lenders, to demand payment of any portion of  the
 Obligations payable on demand in accordance with Section 3.2 hereof, upon or
 at any time after the occurrence of an Event of Default, all or any  portion
 of the Obligations shall, at the option of Agent either acting on its own or
 at the  direction  of  Required Lenders  and  without  presentment,  demand,
 protest or  further notice  by Agent,  become at  once due  and payable  and
 Borrower shall  forthwith pay  to  Agent for  its  benefit and  the  ratable
 benefit of Lenders, the full amount of such Obligations, provided, that upon
 the occurrence of an Event of Default specified in subsection 10.1.9 hereof,
 all of the Obligations  shall become automatically  due and payable  without
 declaration, notice or demand by Agent or Required Lenders.

      Agent shall take such  action with respect to  any Default or Event  of
 Default as shall be directed by the Required Lenders; provided that,  unless
 and until Agent shall  have received such directions,  Agent may (but  shall
 not be obligated to) take such  action, or refrain from taking such  action,
 with respect to such Default or Event of Default as it shall deem  advisable
 and in the best interests of Agent  and Lenders taken as a whole,  including
 any action (or the failure to act) pursuant to the Loan Documents.

    10.3 Other  Remedies.   Upon  and  after the  occurrence  of an  Event of
 Default, Agent and/or Lenders shall have and may exercise from time to  time
 the following other rights and remedies:

                     10.3.1 All of the rights and remedies of a secured party
 under the  UCC  or under  other  applicable law,  and  all other  legal  and
 equitable rights to  which Agent or  Lenders may be  entitled, all of  which
 rights and remedies  shall be  cumulative and shall  be in  addition to  any
 other rights or  remedies contained in  this Agreement or  any of the  other
 Loan Documents, and none of which shall be exclusive.

                     10.3.2  The right  to take  immediate possession  of the
 Collateral, and  to  (i) require Borrower  to  assemble the  Collateral,  at
 Borrower's expense, and make it available to Agent at a place designated  by
 Agent which is  reasonably convenient to  both parties,  and (ii) enter  any
 premises where any of the Collateral shall be located and to keep and  store
 the Collateral on  said premises  until sold (and  if said  premises be  the
 Property of  Borrower,  Borrower agrees  not  to charge  Agent  for  storage
 thereof).

                     10.3.3  The right to sell or otherwise dispose of all or
 any Collateral in its then condition, or after any further manufacturing  or
 processing thereof, at public or private sale or sales, with such notice  as
 may be required by law, in  lots or in bulk, for cash  or on credit, all  as
 Agent, in its sole  discretion, may deem advisable.   Agent may, at  Agent's
 option,  disclaim  any  and  all  warranties  regarding  the  Collateral  in
 connection with any such sale.   Borrower agrees that ten (10) days  written
 notice to Borrower  of any public  or private sale  or other disposition  of
 Collateral shall be  reasonable notice thereof,  and such sale  shall be  at
 such locations as Agent may designate in said notice.  Agent shall have  the
 right to conduct such sales on Borrower's premises, without charge therefor,
 and such  sales  may be  adjourned  from time  to  time in  accordance  with
 applicable law.   Agent shall  have the right  to sell,  lease or  otherwise
 dispose of the  Collateral, or  any part thereof,  for cash,  credit or  any
 combination thereof,  and  Agent  may  purchase  all  or  any  part  of  the
 Collateral at public or, if permitted by  law, private sale and, in lieu  of
 actual payment of such purchase price, may set off the amount of such  price
 against the  Obligations.   The  proceeds  realized  from the  sale  of  any
 Collateral may  be  applied,  after  allowing  two  (2)  Business  Days  for
 collection, first  to the  reasonable costs,  expenses and  attorneys'  fees
 incurred by Agent in collecting the Obligations, in enforcing the rights  of
 Agent and  Lenders under  the Loan  Documents and  in collecting,  retaking,
 completing, protecting, removing, storing, advertising for sale, selling and
 delivering any  Collateral; second  to  the interest  due  upon any  of  the
 Obligations; and  third,  to the  principal  of  the Obligations.    If  any
 deficiency shall arise, Borrower and Parent shall remain liable to Agent and
 Lenders therefor.

                     10.3.4  Agent is hereby granted a license or other right
 to use, without  charge, Borrower's labels,  patents, copyrights, rights  of
 use of  any  name, trade  secrets,  tradenames, trademarks  and  advertising
 matter, or  any  Property  of  a  similar nature,  as  it  pertains  to  the
 Collateral,  in  advertising  for  sale  and  selling  any  Collateral   and
 Borrower's rights  under all  licenses and  all franchise  agreements  shall
 inure to Agent's benefit.

                     10.3.5  Agent or Required Lenders  may, at  its or their
 option, require Borrower to deposit with Agent funds equal to the LC  Amount
 and, if Borrower fails  to promptly make such  deposit, Lenders may  advance
 such amount as a Base Rate Advance (whether or not an Overadvance is created
 thereby).  Any such deposit or advance shall  be held by Agent as a  reserve
 to fund future payments  on such LC Guaranties  and future drawings  against
 such Letters of Credit.  At such time as all LC Guaranties have been paid or
 terminated and all Letters  of Credit have been  drawn upon or expired,  any
 amounts remaining in such reserve shall  be applied against any  outstanding
 Obligations, or, if  all Obligations have  been indefeasibly  paid in  full,
 returned to Borrower.

    10.4 Remedies   Cumulative;  No  Waiver.     All  covenants,  conditions,
 provisions, warranties, guaranties, indemnities,  and other undertakings  of
 Borrower contained in this Agreement and the other Loan Documents, or in any
 document referred  to herein  or contained  in any  agreement  supplementary
 hereto or in any  schedule or in  any Guaranty Agreement  given to Agent  or
 Lenders or contained in  any other agreement  between Agent and/or  Lenders,
 and Borrower, heretofore, concurrently, or hereafter entered into, shall  be
 deemed cumulative to  and not in  derogation or substitution  of any of  the
 terms, covenants, conditions,  or agreements of  Borrower herein  contained.
 The failure or delay  of Agent or Lenders  to require strict performance  by
 Borrower of any provision  of this Agreement or  to exercise or enforce  any
 rights, Liens, powers, or remedies hereunder  or under any of the  aforesaid
 agreements or other documents or security or Collateral shall not operate as
 a waiver of such  performance, Liens, rights, powers  and remedies, but  all
 such requirements, Liens,  rights, powers,  and remedies  shall continue  in
 full force and effect until all Loans and all other Obligations owing or  to
 become owing from  Borrower to Agent  and/or Lenders shall  have been  fully
 satisfied.  None of the undertakings, agreements, warranties, covenants  and
 representations of Borrower contained in this Agreement or any of the  other
 Loan Documents and  no Default or  Event of Default  by Borrower under  this
 Agreement or any other Loan Documents shall be deemed to have been suspended
 or waived by Agent  or Lenders, unless  such suspension or  waiver is by  an
 instrument in writing specifying such suspension or waiver and is signed  by
 a duly authorized representative of Agent,  Lenders or Required Lenders  (as
 applicable) and directed to Borrower.

    10.5 Set Off  and Sharing of Payments.  In  addition to any rights now or
 hereafter granted under applicable law and  not by way of limitation of  any
 such rights, during the continuance of any Event of Default, each Lender  is
 hereby authorized by Borrower at any time  or from time to time, with  prior
 written consent of  Agent and with  reasonably prompt  subsequent notice  to
 Borrower (any  prior  or contemporaneous  notice  to Borrower  being  hereby
 expressly waived) to set off and to appropriate and to apply any and all (i)
 balance held  by such  Lender at  any  of its  offices  for the  account  of
 Borrower or any of its Subsidiaries (regardless of whether such balances are
 then due to Borrower  or its Subsidiaries), and  (ii) other property at  any
 time held or owing by such Lender to or for the credit or for the account of
 Borrower or any of its  Subsidiaries, against and on  account of any of  the
 Obligations.  Any Lender exercising a right to set off shall, to the  extent
 the amount of any  such set off exceeds  its Revolving Credit Percentage  of
 the amount set  off, purchase for  cash (and the  other Lenders shall  sell)
 interests in each such other Lender's  pro rata share of the Obligations  as
 would be necessary to cause such Lender to share such excess with each other
 Lender in  accordance with  their respective  Revolving Credit  Percentages.
 Borrower agrees, to the fullest extent permitted by law, that any Lender may
 exercise its right to set off with respect  to amounts in excess of its  pro
 rata share of the Obligations and upon doing so shall deliver such excess to
 Agent for the benefit of all Lenders in accordance with the Revolving Credit
 Percentages.


 Section 11.       THE AGENT

    11.1 Authorization   and  Action.    Each   Lender  hereby  appoints  and
 authorizes Agent to  take such  action on its  behalf and  to exercise  such
 powers under this Agreement, and the  other Loan Documents as are  delegated
 to Agent by the terms hereof and  thereof, together with such powers as  are
 reasonably incidental thereto.  Each  Lender hereby acknowledges that  Agent
 shall not have by reason of this Agreement assumed a fiduciary  relationship
 in respect of any Lender.  In performing its functions and duties under this
 Agreement, Agent shall act solely as agent of Lenders and shall not  assume,
 or be deemed  to have  assumed, any  obligation toward,  or relationship  of
 agency or trust  with or for,  Borrower.  As  to any  matters not  expressly
 provided for  by this  Agreement and  the other  Loan Documents  (including,
 without limitation, enforcement or collection of  the Notes, Agent may,  but
 shall not be required  to, exercise any discretion  or take any action,  but
 shall be required  to act  or to  refrain from  acting (and  shall be  fully
 protected in so acting or refraining  from acting) upon the instructions  of
 Required Lenders, whenever such instruction shall  be requested by Agent  or
 required hereunder, or a greater or lesser number of Lenders if so  required
 hereunder,  and  such  instructions  shall  be  binding  upon  all  Lenders;
 provided, however,  that  Agent  shall be  fully  justified  in  failing  or
 refusing to  take  any  action  under  this  Agreement  or  the  other  Loan
 Documents, or in  relation hereto or  thereto, unless Agent  shall first  be
 indemnified (upon requesting  such indemnification) to  its satisfaction  by
 Lenders against any  and all  liability and expense  which it  may incur  by
 reason of taking or continuing to take any such action.  If Agent seeks  the
 consent or approval of  Required Lenders (or a  greater or lesser number  of
 Lenders  as  required  in  this  Agreement),  with  respect  to  any  action
 hereunder, Agent shall send notice thereof  to each Lender and shall  notify
 each Lender at  any time that  Required Lenders (or  such greater or  lesser
 number of  Lenders) have  instructed Agent  to act  or refrain  from  acting
 pursuant hereto.

    11.2 Agent's  Reliance, Etc.  Neither Agent,  any Affiliate of Agent, nor
 any of their respective  directors, officers, agents  or employees shall  be
 liable for any action taken or omitted to be taken by it or them under or in
 connection with this Agreement or the  other Loan Documents, except for  its
 or their own gross negligence or willful misconduct.  Without limitation  of
 the generality of  the foregoing,  Agent:  (i) may  treat the  payee of  any
 Notes or Note as the holder  thereof until Agent receives written notice  of
 the assignment  or  transfer  thereof  signed by  such  payee  and  in  form
 reasonably satisfactory  to  Agent;  (ii) may consult  with  legal  counsel,
 independent public accountants and  other experts selected  by it and  shall
 not be liable for any action taken or omitted  to be taken in good faith  by
 it in accordance with  the advice of such  counsel, accountants or  experts;
 (iii) makes no warranties or representations to any Lender and shall not  be
 responsible to  any  Lender  for any  recitals,  statements,  warranties  or
 representations made in or  in connection with this  Agreement or any  other
 Loan Documents;  (iv) shall  not  have any  duty  beyond  Agent's  customary
 practices in  respect  of  loans in  which  Agent  is the  only  lender,  to
 ascertain or to inquire  as to the performance  or observance of any  terms,
 covenants or conditions of  this Agreement or  performance or observance  of
 any of the  terms, covenants or  conditions of this  Agreement or the  other
 Loan Documents on the part of  Borrower, to inspect the property  (including
 the books and records) of Borrowers or to monitor the financial condition of
 Borrower; (v) shall not be responsible to any Lender for the due  execution,
 legality, validity,  enforceability, genuineness,  sufficiency or  value  of
 this Agreement  or the  other  Loan Documents  or  any other  instrument  or
 document furnished pursuant hereto or thereto;  (vi) shall not be liable  to
 any Lender for any action taken, or inaction, by Agent upon the instructions
 of Required Lenders pursuant  to Section 11.1 hereof  or refraining to  take
 any action  pending such  instructions; (vii) shall  not be  liable for  any
 apportionment or distributions of payments made by it in good faith pursuant
 to the terms hereof; (viii) shall incur no liability under or in respect  of
 this Agreement  or the  other  Loan Documents  by  acting upon  any  notice,
 consent, certification, message or other instrument or writing (which may be
 by telephone, facsimile, telegram, cable or telex) believed in good faith by
 it to be  genuine and signed  or sent by  the proper party  or parties;  and
 (ix) may assume that  no Event of  Default has occurred  and is  continuing,
 unless Agent has  actual knowledge  of the  Event of  Default, has  received
 notice from Borrower or Borrower's independent certified public  accountants
 stating the nature of the  Event of Default, or  has received notice from  a
 Lender stating  the nature  of the  Event of  Default and  that such  Lender
 considers the Event of Default  to have occurred and  to be continuing.   In
 the event any apportionment or distribution described in clause  (vii) above
 is determined to have been made in error, the sole recourse of any Person to
 whom payment was due but not made shall be to recover from the recipients of
 such payments  any  payment  in excess  of  the  amount to  which  they  are
 determined to have been entitled.

    11.3 FCC  and Affiliates.   With respect  to its  commitment hereunder to
 make Revolving Credit Loans and to issue or procure Letters of Credit and LC
 Guaranties, FCC shall have the same  rights and powers under this  Agreement
 and the other Loan Documents as any  other Lender and may exercise the  same
 as though it were not Agent; and the terms "Lender", "Lenders" or  "Required
 Lenders" shall, unless  otherwise expressly  indicated, include  FCC in  its
 individual capacity as a Lender.  FCC and its Affiliates may lend money  to,
 and generally engage  in any  kind of business  with, Borrower,  any of  its
 Subsidiaries and any Person  who may do business  with or own securities  of
 Borrower or any such Subsidiary,  all as if FCC  were not Agent and  without
 any duty to account therefor to Lenders.

    11.4 Lender  Credit  Decision.   Each  Lender acknowledges  that  it has,
 independently and without reliance upon Agent or any other Lender and  based
 on the financial statements referred to in subsection 7.1.10 and such  other
 documents and information as it has deemed appropriate, made its own  credit
 analysis and  decision to  enter  into this  Agreement.   Each  Lender  also
 acknowledges that it will, independently and without reliance upon Agent  or
 any other Lender  and based on  such documents and  information as it  shall
 deem appropriate at the time, continue  to make its own credit decisions  in
 taking or  not taking  action under  this Agreement.   Except  as  otherwise
 explicitly  provided  for  herein,  Agent  shall   not  have  any  duty   or
 responsibility, either  initially or  on an  ongoing basis,  to provide  any
 Lender  with  any  credit  information  as  similar  information   regarding
 Borrowers.

    11.5 Indemnification.   Lenders agree  to indemnify Agent  (to the extent
 not reimbursed by Borrower), ratably  according to the respective  principal
 amounts of the Notes then held by each of them, from and against any and all
 liabilities, obligations,  losses, damages,  penalties, actions,  judgments,
 suits, costs, expenses  or disbursements of  any kind  or nature  whatsoever
 which may be imposed on, incurred by,  or asserted against Agent in any  way
 relating to or arising out of this  Agreement or any other Loan Document  or
 any action taken or omitted by Agent under this Agreement, provided that  no
 Lender shall be  liable for any  portion of  such liabilities,  obligations,
 losses, damages, penalties,  actions, judgments, suits,  costs, expenses  or
 disbursements resulting from Agent's gross negligence or willful misconduct.
 Without limitation of the foregoing, each  Lender agrees to reimburse  Agent
 promptly upon demand for  its ratable shares  of any out-of-pocket  expenses
 (including  counsel  fees)  incurred  by   Agent  in  connection  with   the
 preparation, execution, delivery, administration, modification, amendment or
 enforcement (whether through negotiations,  legal proceedings or  otherwise)
 of, or legal  advice in respect  of rights or  responsibilities under,  this
 Agreement and each  other Loan  Document, to the  extent that  Agent is  not
 reimbursed for such expenses by Borrowers.

    11.6 Rights and Remedies to be Exercised by Agent Only.  In the event any
 remedy may  be exercised  with respect  to this  Agreement, any  other  Loan
 Document or  the  Collateral,  Agent shall  pursue  remedies  designated  by
 Required Lenders, provided that Agent shall not be required to act or not to
 act if to do so would expose Agent to liability or would be contrary to this
 Agreement, any other Loan Document or to applicable law.  Each Lender agrees
 that without the consent of Agent, except as otherwise set forth in  Section
 10.5 of the Agreement,  no Lender shall have  any right individually  (i) to
 realize upon  the security  created  by this  Agreement  or any  other  Loan
 Document, (ii) to enforce any provision of this Agreement or any other  Loan
 Document (other than such  Lender's Notes and this  Agreement to the  extent
 necessary to enforce  any such  note), or  (iii) to make  demand under  this
 Agreement or any  other Loan Document  (other than such  Lender's Notes  and
 this Agreement to the extent necessary to enforce any such note).

    11.7 Agency  Provisions Relating to  Collateral.   Each Lender authorizes
 and ratifies Agent's entry  into this Agreement  and the Security  Documents
 for the benefit of  Lenders.  Each  Lender agrees that  any action taken  by
 Agent with respect to  the Collateral in accordance  with the provisions  of
 this Agreement or the Security Documents,  and the exercise by Agent of  the
 powers set forth herein or therein,  together with such other powers as  are
 reasonably incidental  thereto, shall  be authorized  and binding  upon  all
 Lenders.  Agent is hereby authorized  on behalf of all Lenders, without  the
 necessity of any notice to or further consent from any Lender, from time  to
 time prior to an Event of  Default, to take any  action with respect to  any
 Collateral or  the Loan  Documents which  may be  necessary to  perfect  and
 maintain perfected Agent's Liens  upon the Collateral,  for its benefit  and
 the ratable benefit of Lenders.  Lenders hereby irrevocably authorize Agent,
 at its option and in its discretion, to release any Lien granted to or  held
 by Agent upon  any Collateral:   (i) upon termination of  the Agreement  and
 payment and satisfaction of  all Obligations; or (ii) constituting  property
 being sold or disposed of  if Borrower certifies to  Agent that the sale  or
 disposition is made in compliance with subsection 3.3.1 and subsection 7.2.9
 hereof (and Agent  may rely conclusively  on any  such certificate,  without
 further inquiry); or (iii) in connection with any foreclosure sale or  other
 disposition of Collateral after the  occurrence and during the  continuation
 of an  Event of  Default  or (iv) if  approved,  authorized or  ratified  in
 writing by Agent at the direction of all Lenders.  Upon request by Agent  at
 any time,  Lenders will  confirm in  writing  Agent's authority  to  release
 particular types or items of Collateral  pursuant hereto.  Agent shall  have
 no obligation whatsoever to any Lender or to any other Person to assure that
 the Collateral exists or is owned by Borrower or is cared for, protected  or
 insured or has been encumbered or that the Liens granted to Agent herein  or
 pursuant to the  Security Documents have  been properly  or sufficiently  or
 lawfully created, perfected, protected  or enforced or  are entitled to  any
 particular priority, or to  exercise at all or  in any particular manner  or
 under any duty of care, disclosure  or fidelity, or to continue  exercising,
 any of its rights, authorities and  powers granted or available to Agent  in
 this Section 11.7 or in any of  the Loan Documents, it being understood  and
 agreed that in  respect of  the Collateral, or  any act,  omission or  event
 related thereto, Agent may act in any manner it may deem appropriate, in its
 sole discretion, but consistent with the provisions of this Agreement, given
 Agent's own interest in the Collateral as a Lender.

    11.8 Successor  Agent.  Agent  may resign at  any time  by giving written
 notice thereof to  Lenders and  Borrower.   Upon any  such resignation,  the
 Required Lenders shall  have the right  to appoint a  successor Agent  which
 shall be reasonably  acceptable to Borrower.   If no  successor Agent  shall
 have been so appointed by the Required Lenders, and shall have accepted such
 appointment, within  30 days  after the  retiring Agent's  giving notice  of
 resignation, then the retiring Agent may, on behalf of the Lenders,  appoint
 a successor Agent, which shall be a commercial bank or financial institution
 organized under the laws  of the United  States of America  or of any  State
 thereof and having a combined capital  and surplus of at least Five  Hundred
 Million Dollars ($500,000,000) and unless an  Event of Default has  occurred
 and is continuing, which shall be  reasonably acceptable to Borrower.   Upon
 the acceptance of any appointment as  Agent hereunder by a successor  Agent,
 such successor Agent shall thereupon succeed  to and become vested with  all
 the rights, powers,  privileges and duties  of the retiring  Agent, and  the
 retiring Agent shall  be discharged from  its duties  and obligations  under
 this Agreement and  the other Loan  Documents.  After  any retiring  Agent's
 resignation hereunder  as Agent,  the provisions  of this  Section 11  shall
 inure to its benefit as to  any actions taken or omitted  to be taken by  it
 while it was Agent under this Agreement and the other Loan Documents.

    11.9 Audit  and Examination Reports;  Disclaimer by Lenders.   By signing
 this Agreement, each Lender:

           (a) is  deemed to have  requested that Agent  furnish such Lender,
 promptly after it  becomes available, a  copy of each  audit or  examination
 report (each  a "Report"  and collectively,  "Reports")  prepared by  or  on
 behalf of Agent;

           (b) expressly agrees and acknowledges that Agent (i) does not make
 any representation or  warranty as to  the accuracy of  any Report and  (ii)
 shall not be liable for any information contained in any Report;

           (c) expressly  agrees and  acknowledges that  the Reports  are not
 comprehensive audits or examinations, that  Agent or other party  performing
 any audit or  examination will inspect  only specific information  regarding
 Borrower and will rely significantly upon  Borrower's books and records,  as
 well as on representations of Borrower's personnel;

           (d) agrees  to keep all Reports  confidential and strictly for its
 internal use, and not to distribute  except to its participants, or use  any
 Report in any  other manner, in  accordance with the  provisions of  Section
 12.3; and

           (e) without  limiting the generality  of any other indemnification
 provision contained in this  Agreement, agrees:  (i)  to hold Agent and  any
 such  other  Lender  preparing  a  Report  harmless  from  any  action   the
 indemnifying Lender may take or conclusion the indemnifying Lender may reach
 or draw  from  any Report  in  connection with  any  loans or  other  credit
 accommodations that  the  indemnifying  Lender  has  made  or  may  make  to
 Borrower, or the indemnifying Lender's participation in, or the indemnifying
 Lender's purchase  of a  loan or  loans of  Borrower; and  (ii) to  pay  and
 protect, and indemnify,  defend and  hold Agent  and any  such other  Lender
 preparing  a  Report  harmless  from  and  against,  the  claims,   actions,
 proceedings,  damages,  costs,   expenses  and   other  amounts   (including
 attorney's fees and expenses)  incurred by Agent and  any such other  Lender
 preparing a Report as the direct or indirect result of any third parties who
 might obtain all or part of any Report through the indemnifying Lender.


 Section 12.       MISCELLANEOUS.

    12.1 Power  of Attorney.  Borrower  hereby irrevocably designates, makes,
 constitutes and  appoints Agent  (and all  Persons designated  by Agent)  as
 Borrower's true  and  lawful  attorney (and  agent-in-fact)  and  Agent,  or
 Agent's agent, may, without notice to  Borrower and in either Borrower's  or
 Agent's name, but at the cost and expense of Borrower:

                     12.1.1  At  such  time  or  times   upon  or  after  the
 occurrence of a Default or an  Event of Default as  Agent or said agent,  in
 its sole discretion, may determine, endorse  Borrower's name on any  checks,
 notes, acceptances, drafts, money orders or any other evidence of payment or
 proceeds of the Collateral which come into the possession of Agent or  under
 Agent's control.

                     12.1.2  At  such  time  or  times   upon  or  after  the
 occurrence of  an  Event of  Default  as Agent  or  its agent  in  its  sole
 discretion may  determine:  (i) demand  payment of  the  Accounts  from  the
 Account Debtors, enforce  payment of the  Accounts by  legal proceedings  or
 otherwise, and generally exercise all of Borrower's rights and remedies with
 respect to the collection of the Accounts; (ii) settle, adjust,  compromise,
 discharge or release any  of the Accounts or  other Collateral or any  legal
 proceedings brought  to collect  any of  the Accounts  or other  Collateral;
 (iii) sell or assign  any of  the Accounts  and other  Collateral upon  such
 terms, for such amounts and at such  time or times as Agent deems  advisable
 and, at  Agent's  option,  with  all  warranties  regarding  the  Collateral
 disclaimed; (iv) take control,  in any  manner, of  any item  of payment  or
 proceeds relating to any Collateral;  (v) prepare, file and sign  Borrower's
 name to  a proof  of claim  in bankruptcy  or similar  document against  any
 Account Debtor or to any notice of lien, assignment or satisfaction of  lien
 or similar document in connection with any of the Collateral;  (vi) receive,
 open and dispose  of all  mail addressed to  Borrower and  to notify  postal
 authorities to change the  address for delivery thereof  to such address  as
 Agent may designate;  (vii) endorse the  name of  Borrower upon  any of  the
 items of payment or proceeds relating to any Collateral and deposit the same
 to the account of  Agent on account of  the Obligations; (viii) endorse  the
 name of  Borrower upon  any chattel  paper, document,  instrument,  invoice,
 freight bill, bill of  lading or similar document  or agreement relating  to
 the Accounts,  Inventory  and  any  other  Collateral;  (ix) use  Borrower's
 stationery and sign the  name of Borrower to  verifications of the  Accounts
 and notices thereof to Account Debtors; (x) use the information recorded  on
 or contained  in any  data processing  equipment and  computer hardware  and
 software relating  to  the  Accounts, Inventory,  Equipment  and  any  other
 Collateral; (xi) make and  adjust claims  under policies  of insurance;  and
 (xii) do all other acts and things  necessary, in Agent's determination,  to
 fulfill Borrower's obligations under this Agreement.

    12.2 Indemnity.   Borrower hereby  agrees to indemnify  Agent and Lenders
 and hold Agent and  Lenders harmless from and  against any liability,  loss,
 damage, suit, action or proceeding ever suffered or incurred by Agent or any
 Lender (including  reasonable  attorneys fees  and  legal expenses)  as  the
 result of Borrower's  failure to  observe, perform  or discharge  Borrower's
 duties hereunder.   In  addition, Borrower  shall defend  Agent and  Lenders
 against and save it harmless from all  claims of any Person with respect  to
 the Collateral.   Without limiting the  generality of  the foregoing,  these
 indemnities shall extend to any claims asserted against Agent or any  Lender
 by any Person  under any  Environmental Laws or  similar laws  by reason  of
 Borrower's or any other Person's failure  to comply with laws applicable  to
 solid  or   hazardous   waste   materials   or   other   toxic   substances.
 Notwithstanding any contrary provision in this Agreement, the obligation  of
 Borrower under this Section 12.2  shall survive the payment  in full of  the
 Obligations and the termination of this Agreement.

    12.3 Modification of Agreement; Sale of Interest.

           (i) The  Loan Documents constitute  the complete agreement between
 the parties  with  respect to  the  subject matter  hereof  and may  not  be
 modified, altered or  amended except by  an agreement in  writing signed  by
 Borrower, Required Lenders or all Lenders  as required by the terms  hereof,
 and, if required by the terms hereof, Agent.  Borrower may not sell,  assign
 or transfer any  of the  Loan Documents  or any  portion thereof,  including
 without limitation,  such  Borrower's rights,  title,  interests,  remedies,
 powers and  duties hereunder  or thereunder.   Borrower  hereby consents  to
 Agent's and any  Lender's sale  of participations,  assignment, transfer  or
 other disposition in accordance with the terms hereof, at any time or times,
 of any of the Loan Documents or of any portion thereof or interest  therein,
 including, without  limitation,  Agent's  and any  Lender's  rights,  title,
 interests, remedies,  powers  or  duties thereunder,  whether  evidenced  in
 writing or not; Borrower   agrees that it  will use commercially  reasonable
 efforts to assist  and cooperate  with Agent and  any Lender  in any  manner
 reasonably requested  by  Agent  or  such  Lender  to  effect  the  sale  of
 participations in  or assignment  of any  of the  Loan Documents  or of  any
 portion  thereof  or  interest   therein,  including,  without   limitation,
 assistance  in  the  preparation  of  appropriate  disclosure  documents  or
 placement memoranda and  executing appropriate amendments  to the  signature
 pages hereto  to reflect  the  addition of  any  Lenders and  such  Lender's
 respective commitments.   In addition, Borrower  will make their  management
 available to meet with potential Lenders or Participating Lenders from  time
 to time as  reasonably requested  by Agent.  The foregoing  notwithstanding,
 except with respect to sales, assignments  or transfers to Affiliates  under
 common control  pursuant to  which the  selling, assigning  or  transferring
 Lender retains its  voting rights, no  Lender shall  sell participations  or
 assign, transfer or otherwise  dispose of any of  the Loan Documents or  any
 portion thereof or interest  therein, without the  prior written consent  of
 Agent, [and  if  no  Event  of  Default  has  occurred  and  is  continuing,
 Borrower,] which consent shall not be unreasonably withheld or delayed.

           (ii) In  respect to any assignment  by a Lender  of its rights and
 obligations under this  Agreement (including, without  limitation, all or  a
 portion of its Revolving Loan Commitments,  the Revolving Credit Loans  owed
 to it and the  Revolving Credit Note held  by it), (x) each such  assignment
 shall be of  a uniform,  and not  a varying,  percentage of  all rights  and
 obligations, (y) except in the  case of an assignment  of all of a  Lender's
 rights and obligations under this Agreement, (A) the aggregate amount of the
 Revolving Loan Commitment of the assigning Lender being assigned pursuant to
 each such  assignment (determined  as  of the  date  of the  Assignment  and
 Acceptance with respect to such assignment)  shall in no event be less  than
 $5,000,000, and  in integral  multiples of  $1,000,000 thereafter,  or  such
 lesser amount as to  which Borrower and Agent  may consent to and  (B) after
 giving effect to  each such  assignment, the  amount of  the Revolving  Loan
 Commitment  of  the  assigning  Lender  shall  in  no  event  be  less  than
 $5,000,000, (z) the  parties  to  each such  assignment  shall  execute  and
 deliver to the Agent,  for its acceptance, an  Assignment and Acceptance  in
 the form  of  Exhibit 12.3(ii)  hereto  (an  "Assignment  and  Acceptance"),
 together with any Revolving  Credit Note, subject to  such assignment and  a
 processing and recordation fee  of $3,500, and  (aa) any Lender may  without
 the consent of Borrower or the Agent, and without paying any fee, assign  to
 any Affiliate of such Lender that is a bank or financial institution all  of
 its  rights  and   obligations  under   this  Agreement.     The   foregoing
 notwithstanding, no Person  may become a  Lender or  a Participating  Lender
 hereunder,  unless   such  Person   is   a  financial   institution   having
 stockholders' equity (or  the equivalent) of  at least  One Hundred  Million
 Dollars ($100,000,000).    Upon  such execution,  delivery,  acceptance  and
 recording, from and after  the effective date  specified in such  Assignment
 and Acceptance (x) the assignee thereunder shall  be a party hereto and,  to
 the extent that rights  and obligations hereunder have  been assigned to  it
 pursuant to such Assignment and Acceptance, have the rights and  obligations
 of a Lender hereunder and (y) the  Lender assignor thereunder shall, to  the
 extent that  rights  and obligations  hereunder  have been  assigned  by  it
 pursuant to such  Assignment and Acceptance,  relinquish its  rights and  be
 released from its obligations under this  Agreement (and, in the case of  an
 Assignment and  Acceptance  covering all  of  the remaining  portion  of  an
 assigning Lender's rights and obligations under this Agreement, such  Lender
 shall cease to be a party hereto).   If, pursuant to this Section 12.3,  any
 interest in this Agreement  or any Revolving  Credit Loan, Revolving  Credit
 Note, Letter of Credit or LC Guaranty is transferred to any transferee which
 is organized under the laws of any jurisdiction other than the United States
 or any  state thereof,  the transferor  Lender shall  cause such  transferee
 (other than  any  Participating Lender),  and  may cause  any  Participating
 Lender,  concurrently  with  the  effectiveness  of  such  transfer,  (a) to
 represent to  the  transferor Lender  (for  the benefit  of  the  transferor
 Lender, Agent, and Borrower) that under applicable law and treaties no Taxes
 will be required to be withheld by Agent, Borrower or the transferor  Lender
 with respect to any payments to be made to such transferee in respect of the
 Revolving Credit  Loans, Revolving  Credit Notes,  Letters of  Credit or  LC
 Guaranties, (b) to  furnish to  the transferor  Lender, Agent  and  Borrower
 either U.S. Internal Revenue  Service Form W-8BEN  or U.S. Internal  Revenue
 Service Form W-8ECI  (wherein such transfer  claims entitlement to  complete
 exemption form  U.S.  federal  withholding  tax  on  all  interest  payments
 hereunder), and  (c) to agree  (for the  benefit of  the transferor  Lender,
 Agent and Borrower) to provide the  transferor Lender, Agent and Borrower  a
 new Form  W-8BEN or  Form W-8ECI  upon the  obsolescence of  any  previously
 delivered form and comparable statements in accordance with applicable  U.S.
 laws and  regulations and  amendments duly  executed and  completed by  such
 transferee, and to comply  from time to time  with all applicable U.S.  laws
 and regulations with regard to such withholding tax exemption.

           (iii) In  the event any Lender  assigns or otherwise transfers all
 or any part of its  Revolving Credit Note, any  such Lender shall so  notify
 Borrower and Borrower  shall, upon  the request  of such  Lender, issue  new
 Revolving Credit Notes in exchange for the old Revolving Credit Note.

           (iv) Any  Lender may at  any time sell  to one  or more commercial
 banks, financial institutions, or other Persons not Affiliates of  Borrowers
 (a  "Participating  Lender")  participating  interests  in  any  Loans,  the
 commitments of  that Lender  and the  other interests  of that  Lender  (the
 "originating  Lender")  hereunder  and  under  the  other  Loan   Documents;
 provided, however, that (x) no participation shall be for an amount of  less
 than  Five  Million  Dollars  ($5,000,000),  (y)  the  originating  Lender's
 obligations under this Agreement shall remain unchanged, (z) the originating
 Lender  shall  remain  solely  responsible  for  the  performance  of   such
 obligations, (aa) Borrower and the Agent shall  continue to deal solely  and
 directly with  the originating  Lender in  connection with  the  originating
 Lender's rights  and obligations  under this  Agreement and  the other  Loan
 Documents, and (bb) no Lender shall grant any participation under which  the
 Participating Lender shall have rights to approve any amendment to or waiver
 of this Agreement or the Loan Documents, except to the extent such amendment
 or waiver would: (A) extend the final maturity date for payment of the Loans
 in which such Participating Lender is participating; (B) reduce the interest
 rate or the amount  of principal or  fees applicable to  the Loans in  which
 such  Participating  Lender   is  participating;  or   (C) release  all   or
 substantially all of  the Collateral, except  as expressly provided  herein.

 In  those  cases  in  which  an  originating  Lender  grants  rights  to   a
 Participating Lender to approve any amendment to or waiver of this Agreement
 or the  other Loan  Documents respecting  the matters  described in  clauses
 (A) through  (C) of  the  preceding  sentence,  the  relevant  participation
 agreements shall provide for  a voting mechanism whereby  a majority of  the
 amount of such Lender's portion of  the Loans (irrespective of whether  held
 by such Lender or a Participating Lender) shall control the vote for all  of
 such Lender's portion of the Loans.   In the case of any participation,  the
 Participating Lender shall not have any  rights under this Agreement or  any
 of the  other  Loan  Documents entered  into  in  connection  herewith  (the
 Participating  Lender's  right  against  such  Lender  in  respect  of  such
 participation to be those set forth in the participation or other  agreement
 executed by such Lender and the Participating Lender relating thereto).   In
 no event  shall  any  Participating Lender  grant  a  participation  in  its
 participation interest in  the Loans without  the prior  written consent  of
 Agent, which approval shall  not be unreasonably withheld  or delayed.   All
 amounts payable  by  Borrower  hereunder  shall  be  determined  as  if  the
 originating Lender  had not  sold any  such participation,  except that,  if
 amounts outstanding under this Agreement are  due and unpaid, or shall  have
 been declared or shall have become due and payable upon the occurrence of an
 Event of Default,  each Participating  Lender shall  be deemed  to have  the
 right of set-off in respect of  its participating interest in amounts  owing
 under  this  Agreement  to  the  same  extent  as  if  the  amount  of   its
 participating interest were  owing directly  to it  as a  Lender under  this
 Agreement.

           (v) Notwithstanding  any  other provision  in this  Agreement, any
 Lender may at any time create a security interest in, or pledge, all or  any
 portion of its rights under and interest  in this Agreement in favor of  any
 Federal Reserve Bank in  accordance with Regulation A  of the Board or  U.S.
 Treasury Regulation  31  CFR S203.14,  and  such Federal  Reserve  Bank  may
 enforce such  pledge or  security interest  in  any manner  permitted  under
 applicable law.

           (vi) No amendment  or waiver of any provision of this Agreement or
 the Notes  or any  other Loan  Document,  nor consent  to any  departure  by
 Borrowers therefrom, shall in any event  be effective unless the same  shall
 be in writing and signed  by the Required Lenders,  and then such waiver  or
 consent shall  be  effective only  in  the  specific instance  and  for  the
 specific purpose for which given; provided, however:  (x) that no amendment,
 waiver or  consent  shall, unless  in  writing  and signed  by  each  Lender
 affected thereby  do  any  of the  following:    a) increase  the  aggregate
 Revolving  Loan  Commitments  or  subject  any  Lender  to  any   additional
 obligations, (b) reduce the principal of, or  decrease the rate of  interest
 on, the Notes  or other amount  payable hereunder other  than those  payable
 only to  FCC  in  its  capacity  as  Agent  which  may  be  reduced  by  FCC
 unilaterally, (c) postpone any date fixed for  any payment of principal  of,
 or interest on,  the Notes or  other amounts payable  hereunder, other  than
 those payable only to FCC in its capacity as Agent which may be postponed by
 FCC unilaterally, (d) reduce  the aggregate unpaid  principal amount of  the
 Notes, or the number of Lenders which  shall be required for the Lenders  or
 any of  them to  take any  action hereunder,  (e) release or  discharge  any
 Person liable for the performance of  any obligations of Borrower  hereunder
 or under any of the  Loan Documents except in  accordance with the terms  of
 such Loan  Documents  or as  otherwise  permitted herein,  (f) increase  the
 advance rates contained in the definition of the Borrowing Base, (g) to  the
 extent Agent's or Lenders' consent is required by the terms hereof,  release
 all or substantially all of the  Collateral or (h) amend this  Section 12.3;
 and (y) that no amendment,  waiver or consent shall  be effective unless  in
 writing and signed by either Required Lenders or all Lenders, as required by
 the terms hereof and, if such amendment, waiver or consent affects Agent  or
 its rights hereunder, Agent.

    12.4 Severability.   Wherever possible, each  provision of this Agreement
 shall be  interpreted in  such manner  as to  be effective  and valid  under
 applicable law, but if any provision  of this Agreement shall be  prohibited
 by or invalid under applicable law, such provision shall be ineffective only
 to the extent of  such prohibition or  invalidity, without invalidating  the
 remainder of such provision or the remaining provisions of this Agreement.

    12.5 Successors  and Assigns.   This Agreement, the  Other Agreements and
 the Security Documents shall be binding upon and inure to the benefit of the
 successors and assigns of Borrower  and Lender permitted under  Section 12.3
 hereof.

    12.6 Cumulative  Effect; Conflict of Terms.   The provisions of the Other
 Agreements and the Security  Documents are hereby  made cumulative with  the
 provisions of this Agreement.  Except  as otherwise provided in  Section 3.2
 hereof and except as otherwise provided  in any of the other Loan  Documents
 by specific reference to the applicable provision of this Agreement, if  any
 provision contained  in  this  Agreement is  in  direct  conflict  with,  or
 inconsistent with, any  provision in any  of the other  Loan Documents,  the
 provision contained in this Agreement shall govern and control.

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

    12.8 Notice.   Except as otherwise provided herein, all notices, requests
 and demands to or upon a party hereto, to be effective, shall be in  writing
 and shall be sent by certified or registered mail, return receipt requested,
 by personal delivery against receipt,  by overnight courier against  receipt
 or by facsimile and,  unless otherwise expressly  provided herein, shall  be
 deemed to  have been  validly served,  given or  delivered immediately  when
 delivered against  receipt, three  (3) Business  Days after  deposit in  the
 mail, postage prepaid, one (1) Business  Day after delivery to an  overnight
 courier or, in  the case  of facsimile  notice, when  sent (with  electronic
 confirmation of receipt), addressed as follows:


      (A)  If to Agent:          Fleet Capital Corporation
                                 One South Wacker Drive
                                 Suite 1400
                                 Chicago, Illinois 60606
                                 Attention:  Loan Administration Manager
                                 Facsimile No.:  312.332.6537


           With copies to:       Vedder, Price, Kaufman & Kammholz
                                 222 North LaSalle Street
                                 Suite 2500
                                 Chicago, Illinois 60601
                                 Attention:  John T. McEnroe
                                 Facsimile No.:  312.609.5005

                                                   and

                                 Fleet Capital Corporation
                                 20800 Swenson Drive
                                 Suite 350
                                 Waukesha, WI 53187
                                 Attention:  Edward Bartkowski
                                 Facsimile No.:  262.798.4882

      (B)  If to Borrower:       c/o Home Products International, Inc.
                                 4501 West 47 th Street
                                 Chicago, Illinois 60632
                                 Attention:  Chief Financial Officer
                                 Facsimile No.:  773.890.0523

           With a copy to:       Much Shelist Freed Denenberg Ament &
                                 Rubenstein, P.C.
                                 200 North LaSalle Street
                                 Suite 2100
                                 Chicago, Illinois 60601
                                 Attention:  Jeffrey C. Rubinstein
                                 Facsimile No.:  312.621.1750

       (C) If to any Lender, as its address indicated on the signature  pages
 hereof or in a notice to borrower of an assignment of a Note,

 or to such other address  as each party may  designate for itself by  notice
 given in  accordance with  this Section 12.8;  provided, however,  that  any
 notice, request or demand to or upon Agent pursuant to subsections 3.1.1  or
 4.2.2 hereof shall not be effective until received by Agent.

    12.9 Consents.   Whenever Agent's, Required  Lenders' or Lenders' consent
 is required to be obtained under this Agreement, any of the Other Agreements
 or any of  the Security Documents  as a condition  to any action,  inaction,
 condition or event, unless otherwise specifically provided, Agent,  Required
 Lenders or Lenders, as applicable, shall  be authorized to give or  withhold
 such consent in its or their  sole and absolute discretion and to  condition
 its consent  upon  the giving  of  additional collateral  security  for  the
 Obligations, the payment of money or any other matter.

   12.10 Credit  Inquiries.  Borrower hereby  authorizes and permits Agent to
 respond  to  usual  and  customary  credit  inquiries  from  third   parties
 concerning Borrower or any of its Subsidiaries or any Guarantor.

   12.11 Time  of Essence.   Time is  of the  essence of  this Agreement, the
 Other Agreements and the Security Documents.

   12.12 Entire  Agreement.   This  Agreement and  the other  Loan Documents,
 together with all other instruments, agreements and certificates executed by
 the parties in connection  therewith or with  reference thereto, embody  the
 entire understanding and  agreement between the  parties hereto and  thereto
 with respect to  the subject  matter hereof  and thereof  and supersede  all
 prior  agreements,  understandings  and  inducements,  whether  express   or
 implied, oral or written.

   12.13 Interpretation.   No provision of this Agreement or any of the other
 Loan Documents shall be construed against or interpreted to the disadvantage
 of any party hereto by any court or other governmental or judicial authority
 by reason  of  such party  having  or being  deemed  to have  structured  or
 dictated such provision.

   12.14 GOVERNING   LAW;  CONSENT  TO  FORUM.     THIS  AGREEMENT  HAS  BEEN
 NEGOTIATED, EXECUTED AND DELIVERED AT AND SHALL BE DEEMED TO HAVE BEEN  MADE
 IN CHICAGO, ILLINOIS.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED  IN
 ACCORDANCE WITH THE LAWS OF THE  STATE OF ILLINOIS; PROVIDED, HOWEVER,  THAT
 IF ANY OF  THE COLLATERAL SHALL  BE LOCATED IN  ANY JURISDICTION OTHER  THAN
 ILLINOIS, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD, MANNER  AND
 PROCEDURE FOR  FORECLOSURE OF  AGENT'S LIEN  UPON  SUCH COLLATERAL  AND  THE
 ENFORCEMENT OF  AGENT'S  OR  LENDERS' OTHER  REMEDIES  IN  RESPECT  OF  SUCH
 COLLATERAL TO THE EXTENT  THAT THE LAWS OF  SUCH JURISDICTION ARE  DIFFERENT
 FROM  OR  INCONSISTENT  WITH  THE  LAWS  OF  ILLINOIS.    AS  PART  OF   THE
 CONSIDERATION FOR  NEW VALUE  RECEIVED, AND  REGARDLESS  OF ANY  PRESENT  OR
 FUTURE DOMICILE OR PRINCIPAL PLACE OF  BUSINESS OF BORROWER OR AGENT OR  ANY
 LENDER, BORROWER HEREBY CONSENTS AND AGREES  THAT THE CIRCUIT COURT OF  COOK
 COUNTY, ILLINOIS, OR, AT  AGENT'S OPTION, THE  UNITED STATES DISTRICT  COURT
 FOR  THE  NORTHERN  DISTRICT  OF  ILLINOIS,  EASTERN  DIVISION,  SHALL  HAVE
 EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES  BETWEEN
 BORROWER AND AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR TO ANY MATTER
 ARISING OUT OF OR RELATED TO THIS AGREEMENT.  BORROWER EXPRESSLY SUBMITS AND
 CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED  IN
 ANY SUCH  COURT, AND  BORROWER HEREBY  WAIVES ANY  OBJECTION WHICH  BORROWER
 MAY HAVE BASED UPON LACK OF PERSONAL  JURISDICTION, IMPROPER VENUE OR  FORUM
 NON CONVENIENS  AND  HEREBY  CONSENTS  TO THE  GRANTING  OF  SUCH  LEGAL  OR
 EQUITABLE RELIEF AS IS  DEEMED APPROPRIATE BY SUCH  COURT.  BORROWER  HEREBY
 WAIVES PERSONAL SERVICE OF THE SUMMONS,  COMPLAINT AND OTHER PROCESS  ISSUED
 IN ANY  SUCH  ACTION  OR SUIT  AND  AGREES  THAT SERVICE  OF  SUCH  SUMMONS,
 COMPLAINT AND  OTHER PROCESS  MAY BE MADE  BY REGISTERED  OR CERTIFIED  MAIL
 ADDRESSED TO BORROWER AT  THE ADDRESS SET FORTH  IN THIS AGREEMENT AND  THAT
 SERVICE SO MADE  SHALL BE DEEMED  COMPLETED UPON THE  EARLIER OF  BORROWER'S
 ACTUAL RECEIPT THEREOF OR  THREE (3) DAYS AFTER DEPOSIT  IN THE U.S.  MAILS,
 PROPER POSTAGE  PREPAID.   NOTHING  IN THIS  AGREEMENT  SHALL BE  DEEMED  OR
 OPERATE TO AFFECT THE  RIGHT OF AGENT  TO SERVE LEGAL  PROCESS IN ANY  OTHER
 MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY AGENT OR  LENDERS
 OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY  ACTION
 UNDER THIS  AGREEMENT TO  ENFORCE SAME  IN ANY  OTHER APPROPRIATE  FORUM  OR
 JURISDICTION.

   12.15 WAIVERS BY BORROWER.  BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY
 (WHICH LENDER  HEREBY  ALSO  WAIVES) IN  ANY  ACTION,  SUIT,  PROCEEDING  OR
 COUNTERCLAIM OF  ANY KIND  ARISING OUT  OF OR  RELATED TO  ANY OF  THE  LOAN
 DOCUMENTS, THE OBLIGATIONS OR  THE COLLATERAL; (ii) PRESENTMENT, DEMAND  AND
 PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT,  MATURITY,
 RELEASE,  COMPROMISE,  SETTLEMENT,  EXTENSION  OR  RENEWAL  OF  ANY  OR  ALL
 COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL
 PAPER AND GUARANTIES AT ANY TIME HELD BY LENDER ON WHICH BORROWER MAY IN ANY
 WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER AGENT OR ANY  LENDER
 MAY DO IN THIS REGARD; (iii) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF
 THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY  COURT
 PRIOR TO ALLOWING AGENT  OR LENDERS TO EXERCISE  ANY OF AGENT'S OR  LENDERS'
 REMEDIES (EXCEPT AS OTHERWISE WOULD BE  PERMITTED OR UNENFORCEABLE BY  LAW);
 (iv) THE  BENEFIT  OF  ALL  VALUATION,  APPRAISEMENT  AND  EXEMPTION   LAWS;
 (v) NOTICE OF ACCEPTANCE HEREOF; AND (vi) EXCEPT  AS PROHIBITED BY LAW,  ANY
 RIGHT TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE OR  CONSEQUENTIAL
 DAMAGES OR  ANY DAMAGES  OTHER  THAN, OR  IN  ADDITION TO,  ACTUAL  DAMAGES.
 BORROWER ACKNOWLEDGES THAT THE FOREGOING  WAIVERS ARE A MATERIAL  INDUCEMENT
 TO AGENT'S AND  LENDERS' ENTERING  INTO THIS  AGREEMENT AND  THAT AGENT  AND
 LENDERS ARE RELYING UPON THE FOREGOING  WAIVERS IN ITS FUTURE DEALINGS  WITH
 BORROWER.   BORROWER  WARRANTS  AND REPRESENTS  THAT  IT  HAS  REVIEWED  THE
 FOREGOING WAIVERS WITH ITS LEGAL COUNSEL  AND HAS KNOWINGLY AND  VOLUNTARILY
 WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.   IN
 THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO
 A TRIAL BY THE COURT.

   12.16 Advertisement.  Borrower hereby authorizes Agent to publish the name
 of Borrower and the amount of the credit facility provided hereunder in  any
 "tombstone" or comparable advertisement which Agent elects to publish.

                            (Signature Page to Follow)

<PAGE>

      IN WITNESS WHEREOF, this Agreement has  been duly executed in  Chicago,
 Illinois, on the day and year specified at the beginning of this Agreement.

                                     HOME PRODUCTS
                                     INTERNATIONAL-NORTH
                                     AMERICA, INC.
                                      ("Borrower")


                                     By: /s/ James E. Winslow
                                     -----------------------------
                                     Name: James E. Winslow
                                     Title: Executive V.P. and CFO


                                     Accepted in Chicago, Illinois:

                                     FLEET CAPITAL CORPORATION
                                     ("Agent" and "Lender")

                                     By: /s/ Andrew Pappas
                                     -----------------------------
                                     Name: Andrew Pappas
                                     Title: Vice President

                                     Address:
                                     One South Wacker Drive
                                     Suite 1400
                                     Chicago, Illinois  60601
                                     Attention:  Loan Administration Manager
                                     Telecopier No.:  312.332.6537

                                     Revolving Loan Commitment:  $50,000,000



<PAGE>


                                  APPENDIX A

                             GENERAL DEFINITIONS

      When used in the  Loan and Security Agreement  dated as of  October 31,
 2001, by and among the lenders  signatory hereto ("Lenders"), Fleet  Capital
 Corporation ("FCC")  as  agent for  such  Lenders (FCC,  in  such  capacity,
 "Agent") and Home Products International -  North America, Inc., a  Delaware
 corporation ("Borrower"),  (a) the  terms  Account,  Certificated  Security,
 Chattel  Paper,  Deposit  Account,  Document,  Equipment,  Financial  Asset,
 Fixture,  General  Intangibles,  Goods,  Instrument,  Inventory,  Investment
 Property,  Security,  Proceeds,  Security  Entitlement  and   Uncertificated
 Security have the  respective meanings assigned  thereto under  the UCC  (as
 defined below);  (b) the terms  Commercial Tort  Claims, Electronic  Chattel
 Paper, Health-Care-Insurance Receivables,  Letter-of-Credit Rights,  Payment
 Intangibles, Software,  Supporting Obligations  and Tangible  Chattel  Paper
 have the  respective meanings  assigned thereto  in  the UCC  Revisions  (as
 defined below);  (c) all terms  indicating  Collateral having  the  meanings
 assigned thereto under the UCC or the UCC Revisions shall be deemed to  mean
 such Property,  whether  now  owned or  hereafter  created  or  acquired  by
 Borrower or in which  Borrower now has or  hereafter acquires any  interest;
 (d) capitalized terms which  are not otherwise  defined have the  respective
 meanings assigned thereto in said Loan  and Security Agreement; and  (e) the
 following terms  shall have  the following  meanings (terms  defined in  the
 singular to have the same meaning when used in the plural and vice versa):

      Account Debtor - any Person who is or may become obligated on or  under
 or on  account of  any Account,  Contract Right,  Chattel Paper  or  General
 Intangible.

      Affiliate - a Person (other than a Subsidiary):  (i) which directly  or
 indirectly through one or more intermediaries controls, or is controlled by,
 or is under common control with,  a Person; (ii) which beneficially owns  or
 holds 5% or more of any class of the  Voting Stock of a Person; or  (iii) 5%
 or more of  the Voting Stock  (or in the  case of a  Person which  is not  a
 corporation, 5% or  more of the  equity interest) of  which is  beneficially
 owned or held by a Person or a Subsidiary of a Person.

      Agreement - the Loan  and Security Agreement referred  to in the  first
 sentence of this Appendix A, all Exhibits thereto and this Appendix A.

      ALTA Survey  -  a survey  prepared  in accordance  with  the  standards
 adopted by the American Land Title Association and the American Congress  on
 Surveying and  Mapping  in  1997, known  as  the  "Minimum  Standard  Detail
 Requirements of Land Title Surveys".  The ALTA Survey shall be in sufficient
 form to  satisfy the  requirements of  Chicago  Title Insurance  Company  to
 provide extended  coverage  over survey  defects  and shall  also  show  the
 location of all easements, utilities, and covenants of record, dimensions of
 all improvements, encroachments from any adjoining property, and certify  as
 to the location of any flood  plain area affecting the subject real  estate.
 The ALTA  Survey  shall  contain the  following  certification:    "To  Home
 Products International-North America,  Inc., Fleet  Capital Corporation,  as
 Agent, and Chicago Title  Insurance Company.  This  is to certify that  this
 map of plat and the survey on which it is based were made in accordance with
 the "Minimum Standard  Detail Requirements for  Land Title Surveys"  jointly
 established and adopted by  ALTA and ACSM in  1997.  (signed (SEAL)  License
 No. __________".

      Applicable Margin -  the percentages set  forth below  with respect  to
 Base Rate Advances, LIBOR  Advances, letter of credit  fees and unused  line
 fees, which percentages shall be set on the Closing Date and adjusted on the

 first day  of the  month following  the month  in which  the Borrowing  Base
 Certificate for  the  period ended  April 30,  2002 is  delivered  to  Agent
 pursuant to subsection 8.1.4  and quarterly thereafter on  the first day  of
 the month following the month in  which the Borrowing Base Certificates  for
 periods ending  on each  subsequent June 30,  September 30, December 31  and
 March 31 are delivered to Agent pursuant to subsection 8.1.4 by reference to
 Borrower's Average  Gross Availability  for the  one-month period  ended  on
 April 30, 2002  or the  most recent  June 30, September 30,  December 31  or
 March 31, as applicable, in accordance with the following:


                         Applicable Margin
                                                            Letter of Credit
    Average Gross       LIBOR      Base Rate   Unused Line       and LC
    Availability       Advances    Advances        Fee        Guaranty Fees
 -----------------     --------    ---------   -----------  ----------------
 > $30,000,000          2.25%        .25%         .375%          2.125%
 <$30,000,000, but      2.50%        .50%         .50%           2.375%
 >$20,000,000
 <$20,000,000           2.75%        .75%         .50%           2.625%

      Each change in Applicable Margin shall be effective prospectively as of
 the first day  of the  fiscal month of  Borrower next  following the  fiscal
 month during  which  the  applicable Borrowing  Base  Certificates  for  the
 periods ended  April 30, 2002  and each  subsequent June 30,  September  30,
 December 31 and  March 31  of Borrower are  delivered to  Agent pursuant  to
 subsection 8.1.4,  commencing  with  the  delivery  of  the  Borrowing  Base
 Certificate for the period ending April 30, 2002.

      From the  Closing Date  until the  first  adjustment date  as  provided
 above, the Applicable  Margin shall be  2.50% (LIBOR  Advances), .50%  (Base
 Rate Advances), .50 % (unused line fee)  and 2.50% (Letter of Credit and  LC
 Guaranty fee).  At  any time when  Borrower has failed  to deliver to  Agent
 Borrowing Base Certificates for any period  ended on June 30, September  30,
 December 31 and March 31 within the  Original Term and such failure has  not
 been cured to Agent's reasonable  satisfaction, the Applicable Margin  shall
 be the highest percentages set forth in the above schedule.

      Average  Gross  Availability   -  the  average   of  Borrower's   Gross
 Availability as determined by Agent for any three-month period ended on  any
 June 30, September 30, December 31 or March 31 within the Original Term.

      Bank - Fleet National Bank.

      Base Rate - the rate of interest announced or quoted by Bank from  time
 to time as its prime rate for commercial loans, whether or not such rate  is
 the lowest rate  charged by Bank  to its most  preferred borrowers; and,  if
 such prime rate for commercial loans is discontinued by Bank as a  standard,
 a comparable  reference rate  designated by  Bank as  a substitute  therefor
 shall be the Base Rate.

      Base Rate Advances - any Loan bearing interest computed by reference to
 the Base Rate.

      Borrowing Base -  as at any  date of determination  thereof, an  amount
 equal to the lesser of:

           (i)  the Maximum Revolving Credit Amount of such date; or

           (ii) an amount equal to the sum of:

                (a)  eighty-five percent (85%) of the net amount of  Eligible
      Accounts outstanding at such date;

                                     PLUS

                (b)  the   lesser   of   (1) Twenty-Five   Million    Dollars
      ($25,000,000) or  (2) sixty  percent (60%)  of  the value  of  Eligible
      Inventory at such date calculated on the basis of the lower of cost  or
      market with the cost of raw materials and finished goods calculated  on
      a first-in, first-out basis.

                                     PLUS

                (c)  the Fixed Asset Component.

      The sum of (a),  (b) and (c)  above is hereinafter  referred to as  the
 "Collateral Borrowing  Base."    For purposes  hereof,  the  net  amount  of
 Eligible Accounts at  any time  shall be the  face amount  of such  Eligible
 Accounts less any and all returns, rebates, discounts (which may, at Agent's
 option, be  calculated on  shortest terms),  credits, allowances  or  excise
 taxes of any nature at any  time issued, owing, claimed by Account  Debtors,
 granted, outstanding or  payable in connection  with such  Accounts at  such
 time.

      Borrowing Base Certificate - a certificate by a reasonably  responsible
 officer of Borrower, substantially in the form of Exhibit 8.1.4 (or  another
 form acceptable to  Agent) setting forth  the calculation  of the  Borrowing
 Base, including a calculation of each component thereof, all in such  detail
 as shall  be reasonably  satisfactory to  Agent.   All calculations  of  the
 Borrowing Base  in connection  with the  preparation of  any Borrowing  Base
 Certificate shall originally  be made by  Borrower and  certified to  Agent;
 provided, that  Agent shall  have the  right to  review and  adjust, in  the
 exercise of  its  reasonable credit  judgment,  any such  calculation  after
 giving notice thereof to the Borrower to the extent that such calculation is
 not in accordance with this Agreement.

      Business Day - any day excluding Saturday, Sunday and any day which  is
 a legal holiday under the laws of the States of Illinois or Wisconsin or  is
 a day on which banking institutions located in such state are closed.

      Capital Expenditures -  expenditures made or  liabilities incurred  for
 the  acquisition  of  any   fixed  assets  or  improvements,   replacements,
 substitutions or additions thereto which have a useful life of more than one
 year,  including   the  total   principal  portion   of  Capitalized   Lease
 Obligations.

      Capitalized  Lease  Obligation  -   any  Indebtedness  represented   by
 obligations under a lease that is  required to be capitalized for  financial
 reporting purposes in accordance with GAAP.

      Change of  Control -  means  the occurrence  of  any of  the  following
 events:  (i) any "person" (as such term is used in Sections 13(d) and  14(d)
 of the  Exchange Act),  other than  one  or more  Permitted Holders,  is  or
 becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under  the
 Exchange Act,  except that  a person  shall be  deemed to  have  "beneficial
 ownership" of all  shares that  any such person  has the  right to  acquire,
 whether such right is exercisable immediately  or only after the passage  of
 time), directly or indirectly, of more than forty percent (40%) of the total
 voting power of  the Voting  Stock of Parent  (or its  successor by  merger,
 consolidated or purchase of all or substantially all of its assets); and the
 Permitted Holders "beneficially own"  (as defined in  Rules 13d-3 and  13d-5
 under the Exchange Act), directly or  indirectly, in the aggregate a  lesser
 percentage of the total voting power of  the Voting Stock of Parent (or  its
 successor by merger, consolidated or purchase of all or substantially all of
 its assets) than such other person and do  not have the right or ability  by
 voting power, contract  or otherwise to  elect or designate  for election  a
 majority; of the  board of directors  of Parent or  such successor; or  (ii)
 during any period of two consecutive years, individuals who at the beginning
 of such period constituted the Board  of Directors of Parent (together  with
 any new  directors  whose election  by  such  Board of  Directors  or  whose
 nomination for election by the shareholders of Parent was approved by a vote
 of at least a majority of the directors  of Parent then still in office  who
 were either directors at the beginning  of such period or whose election  or
 nomination for election was previously so  approved or is a designee of  the
 Permitted Holders or was nominated or  elected by such Permitted Holders  or
 any of their designees) cease for any reason to constitute a majority of the
 Board of  Directors of  Parent then  in office;  or (iii)  the sale,  lease,
 transfer, conveyance or other  disposition (other than by  way of merger  or
 consolidation), in  one or  a  series of  related  transactions, of  all  or
 substantially all of the assets of Parent  and Borrower taken as a whole  to
 any "person"  (as such  term is  used in  Sections 13(d)  and 14(d)  of  the
 Exchange Act) other  than a Permitted  Holder; or (iv)  the adoption by  the
 stockholders of  a plan  for the  liquidation or  dissolution of  Parent  or
 Borrower.

      Chase Group - the Chase Manhattan  Bank and the other lenders party  to
 that certain  Senior Secured  Credit Agreement  by and  among Borrower,  the
 Chase Manhattan Bank,  as Administrative Agent,  and the lender  signatories
 thereto.

      Closing Date -  the date on  which all of  the conditions precedent  in
 Section 9 of the Agreement are satisfied and the initial Loan is made or the
 initial Letter of Credit or LC Guaranty is issued under the Agreement.

      Collateral - all of the Property and interests in Property described in
 Section 5 of the Agreement, and all other Property and interests in Property
 that now  or hereafter  secure the  payment and  performance of  any of  the
 Obligations.

      Collateral Borrowing  Base  -  as  defined  within  the  definition  of
 Borrowing Base.

      Computer Hardware and  Software - all  of Borrower's rights  (including
 rights as  licensee  and lessee)  with  respect to  (i) computer  and  other
 electronic data  processing  hardware,  including  all  integrated  computer
 systems,  central  processing  units,   memory  units,  display   terminals,
 printers, computer elements, card readers, tape  drives, hard and soft  disk
 drives, cables, electrical  supply hardware,  generators, power  equalizers,
 accessories,  peripheral  devices  and  other  related  computer   hardware;
 (ii) all Software  and  all  software  programs  designed  for  use  on  the
 computers   and   electronic   data   processing   hardware   described   in
 clause (i) above, including  all operating  system software,  utilities  and
 application programs in any  form (source code and  object code in  magnetic
 tape, disk or hard copy format or any other listings whatsoever);  (iii) any
 firmware associated with  any of the  foregoing; and (iv) any  documentation
 for hardware,  Software  and  firmware described  in  clauses (i),  (ii) and
 (iii) above, including flow charts, logic diagrams, manuals, specifications,
 training materials, charts and pseudo codes.

      Consolidated -  the  consolidation  in  accordance  with  GAAP  of  the
 accounts or other items as to which such term applies.

      Contract Right - any right of Borrower to payment under a contract  for
 the sale or lease of goods or the  rendering of services, which right is  at
 the time not yet earned by performance.

      Default - an event or condition the occurrence of which would, with the
 lapse of time or the giving of notice, or both, become an Event of Default.

      Default Rate - as defined in subsection 2.1.2 of the Agreement.

      Distribution -  in  respect  of any  corporation  means  and  includes:
 (i) the payment of any dividends or other distributions on capital stock  of
 the corporation (except distributions in such stock) and (ii) the redemption
 or acquisition  of Securities  unless made  contemporaneously from  the  net
 proceeds of the sale of Securities.

      Dominion Account - a special  account established by Borrower  pursuant
 to the Agreement at a bank selected by Borrower, but acceptable to Agent  in
 its reasonable  discretion,  and  over  which  Agent  shall  have  sole  and
 exclusive access and control for withdrawal purposes.

      Eligible Account  -  an  Account arising  in  the  ordinary  course  of
 Borrower's business from the  sale of goods or  rendition of services  which
 Agent, in  its  sole credit  judgment,  deems  to be  an  Eligible  Account.
 Without limiting the  generality of the  foregoing, no Account  shall be  an
 Eligible Account if:

           (i)  it arises out of a sale  made by Borrower to a Subsidiary  or
 an Affiliate  of Borrower  or to  a  Person controlled  by an  Affiliate  of
 Borrower; or

           (ii) it is unpaid for more than sixty (60) days after the original
 due date shown on the invoice; or

           (iii)     it is due or unpaid more than ninety (90) days after the
 original invoice date; or

           (iv) 25% or more of the Accounts  from the Account Debtor are  not
 deemed Eligible Accounts hereunder; or

           (v)  the total unpaid Accounts of  the Account Debtor (other  than
 Wal-Mart, Target or KMart so long as any of the foregoing's credit rating is
 5-A3 or better) exceed 20% of the net amount of all Accounts, to the  extent
 of such excess;  the total  unpaid Accounts of  any of  Wal-Mart, Target  or
 Kmart (to the  extent either  of the foregoing's  credit rating  is 5-A2  or
 better) exceed 35% of the net amount of all Accounts, to the extent of  such
 excess; or the total unpaid Accounts of any of Wal-Mart, Target or Kmart (to
 the extent any of the  foregoing's credit rating is  5-A3 or better, but  is
 less than 5-A2) exceed 30% of the net amount of all Accounts, to the  extent
 of such excess; or

           (vi) any covenant,  representation or  warranty contained  in  the
 Agreement with respect to such Account has been breached; or

           (vii)     the  Account  Debtor  is  also  Borrower's  creditor  or
 supplier, or the Account Debtor has disputed liability with respect to  such
 Account, or the Account Debtor has made any claim with respect to any  other
 Account due from such Account Debtor  to Borrower, or the Account  otherwise
 is or may become  subject to any right  of setoff by  the Account Debtor  or
 other contra situation provided that any  such Account shall only be  deemed
 to be not eligible to the extent of any such dispute, claim or setoff; or

           (viii)    the Account Debtor has commenced a voluntary case  under
 the federal bankruptcy  laws, as now  constituted or  hereafter amended,  or
 made an assignment for the  benefit of creditors, or  a decree or order  for
 relief has been entered  by a court having  jurisdiction in the premises  in
 respect of  the Account  Debtor in  an involuntary  case under  the  federal
 bankruptcy laws,  as now  constituted or  hereafter  amended, or  any  other
 petition or other application for relief  under the federal bankruptcy  laws
 has been filed  against the  Account Debtor,  unless the  Account Debtor  in
 question  has  obtained  debtor-in-possession  financing,  with  terms   and
 conditions acceptable to  Agent in its  sole discretion, or  if the  Account
 Debtor has failed, suspended business, ceased to be Solvent, or consented to
 or suffered a receiver, trustee, liquidator or custodian to be appointed for
 it or for all or a significant portion of its assets or affairs; or

           (ix) it arises from a sale to an Account Debtor outside the United
 States or  Canada, unless  the sale  is  on letter  of credit,  guaranty  or
 acceptance terms, in each case acceptable to Agent in its sole discretion or
 unless the Account Debtor is Wal-Mart Mexico; or

           (x)  it arises from a  sale to the Account  Debtor on a  bill-and-
 hold, guaranteed sale, sale-or-return, sale-on-approval, consignment or  any
 other repurchase or return basis; or

           (xi) the Account Debtor  is the United  States of  America or  any
 department, agency or instrumentality  thereof, unless Borrower assigns  its
 right to payment  of such  Account to Lender,  in a  manner satisfactory  to
 Agent, so as to comply with the Assignment of Claims Act of 1940 (31  U.S.C.
 S203 et seq., as amended); or

           (xii)     the Account is subject to a Lien other than a  Permitted
 Lien; or

           (xiii)    the goods  giving rise  to such  Account have  not  been
 delivered to and accepted by the Account Debtor or the services giving  rise
 to such Account  have not  been performed by  Borrower and  accepted by  the
 Account Debtor or the Account otherwise does not represent a final sale; or

           (xiv)     the  Account  is  evidenced  by  chattel  paper  or   an
 instrument of any kind, or has been reduced to judgment; or

           (xv) Borrower has made any agreement  with the Account Debtor  for
 any deduction therefrom, except for discounts  or allowances which are  made
 in the ordinary course of business for prompt payment and which discounts or
 allowances are  reflected in  the  calculation of  the  face value  of  each
 invoice related to such Account; or

           (xvi)     Borrower has made an  agreement with the Account  Debtor
 to  extend  the  time  of  payment  thereof  or  has  made  any  compromise,
 modification or settlement of such Account; or

           (xvii)    the Account is for amounts owing with respect to service
 charges, late fees or other similar charges.

      Eligible  Inventory   -  such   Inventory  of   Borrower  (other   than
 work-in-process, packaging materials and supplies) which Agent, in its  sole
 credit judgment,  deems to  be Eligible  Inventory.   Without  limiting  the
 generality of the foregoing, no Inventory shall be Eligible Inventory if:

           (i)  it is not raw materials or finished goods that is, in Agent's
 opinion, readily marketable in its current form; or

           (ii) it is not in good, new and saleable condition; or

           (iii) it is slow-moving, obsolete or unmerchantable; or

           (iv) it does not  meet, in  all material  respects, all  standards
 imposed by any governmental agency or authority; or

           (v)  it does not  conform in all  respects to  the warranties  and
 representations set forth in the Agreement; or

           (vi) it is not  at all times  subject to  Agent's duly  perfected,
 first-priority security interest and no other Lien except a Permitted  Lien;
 or

           (vii) it  is  not  situated  at a location in compliance with  the
 Agreement or is in transit.

      Environmental  Laws  -  all  federal,  state  and  local  laws,  rules,
 regulations, ordinances, programs,  permits, guidances,  orders and  consent
 decrees relating to health, safety and environmental matters.

      Equipment Percentage - as of any date, the percentage equal to  (x) one
 hundred percent (100%)  minus (y) the  percentage obtained  by dividing  the
 number of full calendar months elapsed since the Closing Date by eighty-four
 (84).

      ERISA -  the  Employee  Retirement Income  Security  Act  of  1974,  as
 amended, and  all  rules  and regulations  from  time  to  time  promulgated
 thereunder.

      Event of Default - as defined in Section 10.1 of the Agreement.

      Fee Letter  - that  certain  letter agreement  dated  on or  about  the
 Closing Date between Agent and Borrower.

      Fixed Asset Component - as of  any date, the lesser  of (1) the sum  of
 (x) Six Million Dollars ($6,000,000) multiplied by the Equipment  Percentage
 plus (y) Four Million Dollars ($4,000,000)  multiplied by the Real  Property
 Percentage or (2) the sum of (x) the product of eighty percent (80%) of  the
 orderly liquidation value of Borrower's Equipment less liquidation  expenses
 (as estimated by Agent) multiplied by the Equipment Percentage plus (y)  the
 product of sixty percent (60%) of the fair market value of Borrower's  owned
 real Property less liquidation expenses  (as estimated by Agent)  multiplied
 by the  Real Property  Percentage.   For purposes  of this  definition,  the
 orderly liquidation value of Borrower's Equipment and the fair market  value
 of Borrower's  owned real  Property shall  be established  by Agent  in  the
 reasonable exercise  of its  discretion  on the  Closing  Date.   After  the
 Closing Date,  Agent, in  the reasonable  exercise  of its  discretion,  may
 adjust the orderly liquidation value of Borrower's Equipment and/or the fair
 market value  of Borrower's  owned real  Property  to reflect  increases  or
 decreases in either such value.  To that end, Borrower agrees that Agent, in
 the reasonable exercise of its discretion, may, on an annual basis, or  more
 frequently as requested by Agent, if  an Event of Default exists, obtain  or
 require Borrower to obtain appraisals of Borrower's Equipment and owned real
 Property to evidence the orderly  liquidation value of Borrower's  Equipment
 or fair market value of  Borrower's owned real Property.   If no Default  or
 Event of Default exists, Agent shall  notify Borrower prior to obtaining  or
 authorizing any such appraisal.  The cost of any such appraisal such be paid
 by Borrower pursuant to Section 2.6 of the Agreement.

      GAAP - generally accepted  account principles in  the United States  of
 America in effect from time to time.

      Gross Availability  -  as of  any  date, the  excess  (if any)  of  the
 Collateral Borrowing Base  as of  such date over  the sum  of the  principal
 amount of the Revolving Loans then outstanding (including any amounts  which
 Agent may  have  paid for  the  account of  Borrower  pursuant to  the  Loan
 Documents and which have not been reimbursed by Borrower) and the LC Amount.

      Guaranty Agreement - the Continuing Guaranty  Agreement which is to  be
 executed by Parent in form and substance satisfactory to Agent.

      Indebtedness - as applied to a Person means, without duplication

           (i)  all items which in accordance with GAAP would be included  in
 determining total liabilities as  shown on the liability  side of a  balance
 sheet of  such Person  as at  the date  as of  which Indebtedness  is to  be
 determined, including, without limitation, Capitalized Lease Obligations,

           (ii) all obligations  of  other  Persons  which  such  Person  has
 guaranteed,

           (iii)     all reimbursement obligations in connection with letters
 of credit or  letter of  credit guaranties issued  for the  account of  such
 Person, and

           (iv) in  the   case  of   Borrower  (without   duplication),   the
 Obligations.

      Intellectual Property - all past, present  and future:  trade  secrets,
 know-how and  other  proprietary information;  trademarks,  internet  domain
 names, service marks,  trade dress,  trade names,  business names,  designs,
 logos,  slogans  (and   all  translations,   adaptations,  derivations   and
 combinations of  the foregoing)  indicia and  other source  and/or  business
 identifiers, and  the goodwill  of the  business  relating thereto  and  all
 registrations or applications for  registrations which have heretofore  been
 or  may  hereafter  be  issued  thereon  throughout  the  world;  copyrights
 (including copyrights for computer programs) and copyright registrations  or
 applications for registrations which have  heretofore been or may  hereafter
 be issued  throughout the  world and  all  tangible property  embodying  the
 copyrights,  unpatented  inventions  (whether  or  not  patentable);  patent
 applications and  patents;  industrial design  applications  and  registered
 industrial designs; license agreements related to  any of the foregoing  and
 income therefrom; books,  records, writings, computer  tapes or disks,  flow
 diagrams, specification  sheets,  computer software,  source  codes,  object
 codes, executable code, data,  databases and other physical  manifestations,
 embodiments or incorporations of any of the foregoing; the right to sue  for
 all past, present  and future  infringements of  any of  the foregoing;  all
 other intellectual property; and all common law and other rights  throughout
 the world in and to all of the foregoing.

      Interest Period  -  as  applicable  to  any  LIBOR  Advance,  a  period
 commencing on the date a LIBOR Advance is made, and ending on the date which
 is one (1) month, two (2) months, three (3) months, or six (6) months later,
 as may then be requested by Borrower; provided that (i) any Interest  Period
 which would otherwise end on a day which is not a Business Day shall end  in
 the next preceding or  succeeding Business Day as  is Agent's custom in  the
 market to which such LIBOR Advance relates; (ii) there remains a minimum  of
 one (1) month, two (2) months, three (3) months or six (6) months (depending
 upon which  Interest Period  Borrower selects)  in  the Original  Term;  and

 (iii) all Interest Periods of the same  duration which commence on the  same
 date shall end on the same date.

      Interest  Rate  Obligations  -  all  obligations  in  connection   with
 contracts or hedging programs, including, but  not limited to, all  interest
 rate swaps, caps,  collar agreements, or  similar arrangements, designed  to
 provide certain protections with respect  to interest rate fluctuations,  or
 any assurances, guarantees or other contractual obligations related thereto,
 including all such  obligations (i) which  are incurred by  any Borrower  to
 Agent, any Lender or any Affiliate of Agent, and (ii) which are incurred  in
 any manner by Agent, any Lender or any Affiliate of Agent in connection with
 a Borrower's interest rate protection program or contract.

      IRB Indebtedness  - all  Indebtedness for  Money Borrowed  of  Borrower
 pursuant to those certain Illinois Development Finance Authority  $4,000,000
 Variable Rate  Demand Industrial  Development  Revenue Bonds  (Selfix,  Inc.
 Project) Series  1990  dated  _________,  issued  to  _______________,  that
 certain [Loan Agreement] dated ________________ by and between Borrower  and
 __________________ and  all  related documents,  agreements,  contracts  and
 instruments..

      LC Guaranty - any guaranty pursuant to which Agent or any Affiliate  of
 Agent  shall  guaranty  the  payment  or  performance  by  Borrower  of  its
 reimbursement obligation under any letter of credit.

      Legal Requirement - any requirement imposed upon any Lender by any  law
 of the United States of America or the United Kingdom or by any  regulation,
 order, interpretation, ruling or official  directive (whether or not  having
 the force of law) of the Federal  Reserve Board, the Bank of England or  any
 other  board,  central  bank  or  governmental  or  administrative   agency,
 institution or authority of the United States of America, the United Kingdom
 or any political subdivision of either thereof.

      Letter of Credit  - any  letter of  credit issued  by Agent  or any  of
 Agent's Affiliates for the account of Borrower.

      LIBOR - as applicable to any LIBOR Advance, the rate per annum (rounded
 upward, if necessary, to the nearest  1/32 of one percent) as determined  on
 the basis of the offered rates for deposits in U.S. dollars, for a period of
 time comparable  to  such  LIBOR  Advance  which  appears  on  the  Telerate
 page 3750 as of 11:00 a.m. (London time)  on the day that is two  (2) London
 Banking Days  preceding  the first  day  of such  LIBOR  Advance;  provided,
 however, if the rate described above does not appear on the Telerate  System
 on any applicable interest determination date,  the LIBOR rate shall be  the
 rate (rounded upwards as described above, if necessary) for deposits in U.S.
 dollars for  a period  substantially equal  to the  interest period  on  the
 Reuters Page "LIBO" (or such other page as may replace the LIBO Page on that
 service for the purpose of displaying such rates), as of 11:00 a.m.  (London
 Time), on the day that is two (2) London Banking Days prior to the beginning
 of such  interest period.   If  both the  Telerate and  Reuters systems  are
 unavailable, then the rate for that date will be determined on the basis  of
 the offered  rates  for  deposits in  U.S.  dollars  for a  period  of  time
 comparable to such LIBOR Advance which  are offered by four (4) major  banks
 in the London interbank market at approximately 11:00 a.m. (London time), on
 the day that is two (2) London Banking Days preceding the first day of  such
 LIBOR Advance as selected by Agent.  The principal London office of each  of
 the major London Banks so selected will be requested to provide a  quotation
 of its  U.S.  dollar  deposit  offered  rate.   If  at  least  two  (2) such
 quotations are provided, the rate for that date will be the arithmetic  mean
 of the quotations.  If fewer than two quotations are provided as  requested,
 the rate for that date will be determined  on the basis of the rates  quoted
 for loans in U.S.  dollars to leading  European banks for  a period of  time
 comparable to such LIBOR Advance offered by major banks in New York City  at
 approximately 11:00 a.m.  (New York  City  time), on  the  day that  is  two
 (2) London Banking Days preceding the first  day of such LIBOR Advance.   In
 the event that  Agent is  unable to obtain  any such  quotation as  provided
 above, it will be determined that  LIBOR pursuant to a LIBOR Advance  cannot
 be determined.   In the event  that the Board  of Governors  of the  Federal
 Reserve System  shall impose  a Reserve  Percentage  with respect  to  LIBOR
 deposits of Bank then  for any period during  which such Reserve  Percentage
 shall apply, LIBOR shall be equal to the amount determined above divided  by
 an amount equal to 1 minus the Reserve Percentage.

      LIBOR Advance - any Loan bearing interest computed by reference to  the
 LIBOR.

      Lien - any interest  in Property securing an  obligation owed to, or  a
 claim by,  a Person  other than  the  owner of  the Property,  whether  such
 interest is based on common law, statute or contract.  The term "Lien" shall
 also include reservations, exceptions, encroachments, easements,  rights-of-
 way, covenants, conditions, restrictions, leases and other title  exceptions
 and encumbrances  affecting Property.   For  the purpose  of the  Agreement,
 Borrower shall  be deemed  to be  the owner  of any  Property which  it  has
 acquired  or  holds  subject  to  a  conditional  sale  agreement  or  other
 arrangement pursuant to which title to the Property has been retained by  or
 vested in some other Person for security purposes.

      Loan Account  - the  loan account  established on  the books  of  Agent
 pursuant to Section 3.6 of the Agreement.

      Loan Documents - the Agreement, the  Other Agreements and the  Security
 Documents.

      Loans - all loans and advances of  any kind made by Lenders, and/or  by
 any affiliate of any Lender, pursuant to the Agreement.

      London Banking Day -  any date on which  commercial banks are open  for
 business in London, England.

      Material Adverse  Effect  -  (i)  a  material  adverse  effect  on  the
 business, condition  (financial  or otherwise),  operation,  performance  or
 properties of Borrower or any of  its Subsidiaries, (ii) a material  adverse
 effect on  the  rights and  remedies  of Agent  or  Lenders under  the  Loan
 Documents, (iii) the material impairment of  the ability of Borrower or  any
 of its Subsidiaries to perform its  obligations hereunder or under any  Loan
 Document, or (iv) a material adverse  effect on the value of the  Collateral
 or Agent's or Lenders' rights therein.

      Maximum Revolving  Loan Amount  - shall  mean, as  of any  date,  Fifty
 Million Dollars  ($50,000,000), as  reduced from  time to  time as  provided
 herein.  In addition,  Borrower may reduce, upon  three days' prior  written
 notice to  Agent,  the amount  of  the Maximum  Revolving  Loan.   Any  such
 reduction  (i)  shall  be  in  a  minimum  amount  of  Two  Million  Dollars
 ($2,000,000), (ii) shall  be  an  integral amount  of  One  Million  Dollars
 ($1,000,000) and (iii) shall not exceed an aggregate amount of Five  Million
 Dollars ($5,000,000)  in  any  one calendar  year  or  Ten  Million  Dollars
 ($10,000,000) during the  Original Term.   Once the  Maximum Revolving  Loan
 Amount has been reduced it may not be subsequently increased.

      Mexican Subsidiary _Seymour S.A. de C.V.

      Money Borrowed -  means (i) Indebtedness  arising from  the lending  of
 money by any Person  to Borrower; (ii) Indebtedness, whether  or not in  any
 such case  arising from  the lending  by any  Person of  money to  Borrower,
 (A) which is represented by notes payable  or drafts accepted that  evidence
 extensions of credit, (B) which constitutes obligations evidenced by  bonds,
 debentures, notes or similar instruments, or (C) upon which interest charges
 are customarily paid  (other than accounts  payable) or that  was issued  or
 assumed as full  or partial  payment for  Property; (iii) Indebtedness  that
 constitutes a Capitalized  Lease Obligation; (iv) reimbursement  obligations
 with respect to  letters of credit  or guaranties of  letters of credit  and
 (v) Indebtedness of Borrower  under any guaranty  of obligations that  would
 constitute  Indebtedness  for   Money  Borrowed  under   clauses (i) through
 (iii) hereof, if owed directly by Borrower.

      Mortgage[s] -  the [mortgage]  [deed of  trust] [security  deed] to  be
 executed by Borrower on or about the Closing Date in favor of Agent, for its
 benefit and the  ratable benefit  of Lenders,  and by  which Borrower  shall
 grant and convey to Agent, as security for the Obligations, a Lien upon  the
 real Property of Borrower located at (i) 885 N. Chestnut, Seymour,  Indiana;
 (ii) 201 S. Jackson Park Drive, Seymour, Indiana; (iii) 400 S. Airport Road,
 Seymour, Indiana; (iv) 3016 W. Georgia Street, Louisiana, Missouri; (v)  323
 Industrial Boulevard, Thomasville,  Georgia; and (vi)  4501 W. 47th  Street,
 Chicago, Illinois.

      Multiemployer Plan - has the meaning set forth in Section 4001(a)(3) of
 ERISA.

      New Mortgages - as defined in Section 5.4 of the Agreement.

      Net Availability - the  amount of money which  Borrower is entitled  to
 borrow from time to  time as Revolving Credit  Loans, such amount being  the
 difference derived when the sum of the principal amount of Revolving  Credit
 Loans then outstanding (including any amounts which Agent may have paid  for
 the account of Borrower pursuant to any of the Loan Documents and which have
 not been reimbursed by  Borrower) and the LC  Amount is subtracted from  the
 Borrowing Base.  If the amount outstanding  is equal to or greater than  the
 Borrowing Base, Net Availability is zero (0).

      Notes - collectively, Revolving Credit Notes.

      Notice of  Revolving Credit  Loan and  Notice of  Equipment Loan  -  as
 defined in subsection 3.1.1 of the Agreement.

      Obligations - all  Loans and  all other  advances, debts,  liabilities,
 obligations, covenants  and duties,  together with  all interest,  fees  and
 other charges thereon, owing, arising, due  or payable from any Borrower  to
 Agent, any  Lender or  any of  Agent's Affiliates,  of any  kind or  nature,
 present or future, whether or not  evidenced by any note, guaranty or  other
 instrument, whether arising  under the Agreement  or any of  the other  Loan
 Documents or  otherwise, and  whether direct  or indirect  (including  those
 acquired by assignment), absolute or  contingent, primary or secondary,  due
 or to become due,  now existing or hereafter  arising and however  acquired,
 and any replacements, renewals, extensions or other modifications of any  of
 them.  Without limiting the generality of the foregoing, all obligations  of
 any Borrower to Agent, any Lender or any of Agent's Affiliates with  respect
 to  Interest  Rate  Protection  Obligations  shall  be  deemed   Obligations
 hereunder.

      Organizational  I.D.   Number  -   with   respect  to   Borrower,   the
 organizational identification number assigned to Borrower by the  applicable
 governmental unit or agency of the jurisdiction of organization of Borrower.

      Original Term - as defined in Section 4.1 of the Agreement.

      Other  Agreements  -   any  and  all   agreements  (including   without
 limitation, the  Fee  Letter), instruments  and  documents (other  than  the
 Agreement and the Security Documents), heretofore, now or hereafter executed
 by Borrower,  any  Subsidiary of  Borrower  or  any other  third  party  and
 delivered to Agent or any Lender in respect of the transactions contemplated
 by the Agreement.

      Overadvance - the amount,  if any, by  which the outstanding  principal
 amount of Revolving Credit  Loans plus the LC  Amount exceeds the  Borrowing
 Base.

      Parent - Home Products International, Inc., a Delaware corporation.

      Participating Lender - each Person who shall be granted the right by  a
 Lender to participate in any of the Loans described in the Agreement and who
 shall have  entered into  a participation  agreement in  form and  substance
 satisfactory to such Lender, which participation agreement shall conform  to
 the provisions of subsection 11.3(iv) of the Agreement.

      Patent Security Agreement - the  Patent and License Security  Agreement
 executed by Borrower on or about the Closing Date in favor of Agent for  its
 benefit and  the ratable  benefit of  Lenders, as  such Patent  and  License
 Agreement has been or will be amended from time to time.

      Permitted Acquisition(s) - means any acquisition(s) by Borrower of  the
 business and  substantially all  of the  assets or  all of  the  outstanding
 capital stock or  other ownership interests  of a Person  or a  merger of  a
 Person with Borrower  or a Subsidiary  of Borrower so  long as  each of  the
 following conditions precedent (collectively, the "Acquisition  Conditions")
 have been fulfilled to the satisfaction of  Agent:  (i) no Default or  Event
 of Default  shall  have occurred  and  be continuing  at  the time  of  such
 acquisition or would occur as a result thereof; (ii) the business unit being
 acquired (the "Target") is primarily located in the United States of America
 and is in the same or related line of business as Parent and Borrower; (iii)
 if the acquisition  in question is  not an asset  acquisition, Borrower  and
 Target shall  have executed  such amendments  to the  Agreement,  assumption
 agreements,   security   agreements,   guarantees,   financing   statements,
 promissory notes  or other  loan documentation  as reasonably  requested  by
 Agent to, inter alia, make the Target a guarantor of the Obligations or  co-
 borrower under the Loan Agreement and to grant to Agent for its benefit  and
 the ratable benefit of Lenders a  perfected security interest, subject  only
 to Permitted Liens, in substantially all of  the assets of the Target or  if
 the acquisition in  question is an  asset acquisition,  Borrower shall  have
 executed  such  financing  statements  and  other  collateral  documents  as
 reasonably requested  by  Agent  to grant  to  Agent  a  perfected  security
 interest, subject  only  to Permitted  Liens  in substantially  all  of  the
 acquired assets;  (iv) Agent  shall have  received  (x) copies  of  Target's
 historical financial statements for the  [two] annual periods preceding  the
 proposed acquisition  date  and  for the  most  recently  available  interim
 period, (y) a sources and uses  statement, in form and substance  reasonably
 acceptable to Agent,  in respect  to the  proposed acquisition  and (z)  the
 projections referred  to  in clause  (vi)  below; (v)  Target's  EBITDA  (as
 adjusted by Borrower which adjustments shall be subject to Agent's approval)
 for the most recently ended annual period and  the year to date is equal  to
 or greater than Zero Dollars ($0); (vi) Agent shall have received Borrower's
 and the Target's  pro forma financial  projections, which projections  shall
 demonstrate that Borrower and the Target,  on a Consolidated basis, will  be
 in compliance with  the provisions of  this Loan  Agreement, including,  but
 without limitations, Section 8.3 of the Loan Agreement immediately prior  to
 and after the consummation of the  proposed acquisition; (vii) prior to  the
 consummation of any such transaction, Agent  shall have had the  opportunity
 to audit the books, records and operations of the Target, including, without
 limitation, the accounts, inventory, machinery and equipment and real estate
 of the  Target, which  after the  consummation of  the proposed  acquisition
 would be included in  the Borrowing Base; (viii)  Borrower shall have  given
 Agent written notice of any such transaction at least thirty (30) days prior
 to the  consummation  of  any  such  transaction;  and  (ix)  prior  to  the
 consummation of any such transaction, Borrower shall have delivered to Agent
 copies of the transaction documents in substantially final form.

      Permitted Holders - (i) directors and officers of Parent on the Closing
 date and  (ii) Chase  Venture Capital  Associates,  L.P. and  any  Affiliate
 thereof.

      Permitted Liens - any Lien of  a kind specified in subsection 8.2.5  of
 the Agreement.

      Permitted Purchase Money Indebtedness - Purchase Money Indebtedness  of
 Borrower incurred after the date hereof which is secured by a Purchase Money
 Lien and which, when aggregated with the principal amount of all other  such
 Indebtedness and  Capitalized  Lease Obligations  of  Borrower at  the  time
 outstanding, does not  exceed Seven  Million Five  Hundred Thousand  Dollars
 ($7,500,000).  For the purposes of this definition, the principal amount  of
 any Purchase Money  Indebtedness consisting of  capitalized leases shall  be
 computed as a Capitalized Lease Obligation.

      Person -  an individual,  partnership, corporation,  limited  liability
 company, joint stock company, land trust, business trust, or  unincorporated
 organization, or a government or agency or political subdivision thereof.

      Plan -  an  employee  benefit plan  now  or  hereafter  maintained  for
 employees of Borrower that is covered by Title IV of ERISA.

      Pledge Agreement - the Stock Pledge Agreement executed by Parent on  or
 about the Closing Date  in favor of  Agent for its  benefit and the  ratable
 benefit of  Lenders, as  such Stock  Pledge Agreement  has been  or will  be
 amended from time to time.

      Pledge Agreement (Subsidiary) - the Stock Pledge Agreement executed  by
 Borrower and the  Closing Date in  favor of Agent  for its  benefit and  the
 ratable benefit of Lenders, as such Stock Pledge Agreement has been or  will
 be amended from time to time.

      Projections -  Borrower's  forecasted  Consolidated  and  consolidating
 (a) balance  sheets,   (b) profit  and   loss  statements,   (c) cash   flow
 statements, and (d) capitalization statements, all prepared on a  consistent
 basis  with  Borrower's  historical  financial  statements,  together   with
 appropriate supporting details and a statement of underlying assumptions.

      Property - any interest in any kind of property or asset, whether real,
 personal or mixed, or tangible or intangible.

      Purchase Money  Indebtedness  -  means  and  includes  (i) Indebtedness
 (other than the  Obligations) for  the payment  of all  or any  part of  the
 purchase price of any  fixed assets, (ii) any  Indebtedness (other than  the
 Obligations) incurred at the  time of or  within ten (10)  days prior to  or
 after the acquisition of any fixed  assets for the purpose of financing  all
 or  any  part  of  the  purchase  price  thereof,  and  (iii) any  renewals,
 extensions or refinancings thereof, but not  any increases in the  principal
 amounts thereof outstanding at the time.

      Purchase Money Lien - a Lien  upon fixed assets which secures  Purchase
 Money Indebtedness, but  only if such  Lien shall at  all times be  confined
 solely to the fixed assets the purchase price of which was financed  through
 the incurrence of the Purchase Money Indebtedness secured by such Lien.

      Real Property Percentage  - as  of any  date, the  percentage equal  to
 (x) one hundred percent (100%) minus the percentage obtained by dividing the
 number of full calendar months elapsed since the Closing Date by one hundred
 twenty (120).

      Rentals - as defined in subsection 8.2.13 of the Agreement.

      Reportable Event - any  of the events set  forth in Section 4043(b)  of
 ERISA.

      Required Lenders -  as of any  date, the Lenders  with more than  fifty
 percent (50%)  of  the aggregate  principal  amount of  the  Revolving  Loan
 Commitments; provided, that  if any  time there  are two  or fewer  Lenders,
 Required Lenders  shall mean  all Lenders;  and provided,  further, that  if
 there are three Lenders,  Required Lenders shall mean  any two Lenders  with
 more than  fifty percent  (50%) of  the aggregate  principal amount  of  the
 Revolving Loan Commitments.

      Reserve  Percentage  -  the   maximum  aggregate  reserve   requirement
 (including all basic,  supplemental, marginal and  other reserves) which  is
 imposed on member banks of the Federal Reserve System against "Euro-currency
 Liabilities" as defined in Regulation D.

      Restricted Investment - any investment made  in cash or by delivery  of
 Property to any  Person, whether by  acquisition of  stock, Indebtedness  or
 other obligation or Security, or by  loan, advance or capital  contribution,
 or otherwise, or in any Property except the following:

           (i)  investments in one  or more Subsidiaries  of Borrower to  the
 extent existing on the Closing Date;

           (ii) Property to be used in the ordinary course of business;

           (iii)     Current Assets  arising  from  the  sale  of  goods  and
 services  in  the  ordinary   course  of  business   of  Borrower  and   its
 Subsidiaries;

           (iv) investments in  direct obligations  of the  United States  of
 America, or  any agency  thereof or  obligations  guaranteed by  the  United
 States of America, provided that such obligations mature within one (1) year
 from the date of acquisition thereof;

           (v)  investments in certificates  of deposit  maturing within  one
 (1) year from the  date of  acquisition issued by  a bank  or trust  company
 organized under the laws  of the United States  or any state thereof  having
 capital surplus and undivided profits aggregating at least $100,000,000; and

           (vi) investments in commercial paper given the highest rating by a
 national credit rating agency and maturing  not more than 270 days from  the
 date of creation thereof.

      Revolving Credit Commitments  - as defined  in subsection 1.1.1 of  the
 Agreement.

      Revolving Credit  Loan  -  a  Loan  made  by  Lenders  as  provided  in
 Section 1.1 of the Agreement.

      Revolving Credit Note -  the Revolving Credit Notes  to be executed  by
 Borrower on or about the  Closing Date in favor  of each Lender to  evidence
 the Revolving Credit Loan,  which shall be in  the form of Exhibit 1.1.1  to
 the Agreement.

      Revolving Credit Percentage  - as  defined in  subsection 1.1.1 of  the
 Agreement.

      Schedule of Accounts - as defined in subsection 6.2.1 of the Agreement.

      Security -  shall have  the  same meaning  as  in Section 2(1)  of  the
 Securities Act of 1933, as amended.

      Security Documents -  the Guaranty  Agreement, the  Mortgages, any  new
 Mortgage, the Patent  Security Agreement, the  Pledge Agreement, the  Pledge
 Agreement (Subsidiary),  the  Trademark  Security Agreement  and  all  other
 instruments and agreements now or at  any time hereafter securing the  whole
 or any part of the Obligations.

      Senior Subordinated Notes - those certain subordinated promissory notes
 dated on or about May 14, 1998 in the original aggregate principal amount of
 One Hundred Twenty-Five Million Dollars ($125,000,000) executed by  Borrower
 in favor of the holders thereof.

      Senior Subordinated Note Documents - that certain Indenture dated on or
 about May 14, 1998 by and among  Parent, the subsidiary signatories  thereto
 (including, without  limitation, Borrower)  and  LaSalle National  Bank,  as
 Trustee, the Senior Subordinated Notes and all schedules, exhibits and other
 documents and agreements executed and/or delivered in connection therewith.

      Solvent - as to  any Person, that such  Person (i) owns Property  whose
 fair saleable value is greater than the  amount required to pay all of  such
 Person's Indebtedness (including contingent debts), (ii) is able to pay  all
 of its  Indebtedness  as such  Indebtedness  matures and  (iii) has  capital
 sufficient to carry on  its business and transactions  and all business  and
 transactions in which it is about to engage.

      Subordinated Debt -  Indebtedness of Borrower  that is subordinated  to
 the Obligations in a manner satisfactory to Agent.

      Subsidiary -  any  corporation of  which  a Person  owns,  directly  or
 indirectly through one or more intermediaries,  more than 50% of the  Voting
 Stock at the time of determination.


      Tax - in relation  to any LIBOR Advance  and the applicable LIBOR,  any
 tax, levy,  impost,  duty, deduction,  withholding  or charges  of  whatever
 nature required by  any Legal  Requirement (i) to be  paid by  Agent or  any
 Lender and/or (ii) to  be withheld or  deducted from  any payment  otherwise
 required hereby to  be made by  Borrower to Agent  or any Lender;  provided,
 that the term "Tax" shall not include any taxes imposed upon the net  income
 of Agent or any Lender.


      Termination Date - the date on which the Agreement has been  terminated
 in accordance with Section 4.

      Total Credit Facility - Fifty Million Dollars ($50,000,000).

      Trademark Security  Agreement  -  the Trademark  and  License  Security
 Agreement executed by  Borrower on or  about the Closing  Date in favor  for

 Agent for its benefit and the ratable benefit of Lenders, as such  Trademark
 and License Agreement has been or will be amended from time to time.

      Type of Organization -  with respect to Borrower,  the kind or type  of
 entity by which  Borrower is  organized, such  as a  corporation or  limited
 liability company.

      UCC - the Uniform Commercial Code as in effect in the State of Illinois
 on the  date of  this Agreement,  as the  UCC may  be amended  or  otherwise
 modified, including by the UCC Revisions.

      UCC Revisions - the  revisions to Article 9 and  other Articles of  the
 Uniform Commercial  Code, as  adopted by  the State  of Illinois,  effective
 July 1, 2001.

      Voting Stock - Securities of any class or classes of a corporation  the
 holders of which are ordinarily, in  the absence of contingencies,  entitled
 to elect  a  majority of  the  corporate directors  (or  Persons  performing
 similar functions).

      Other Terms.  All  other terms contained in  the Agreement shall  have,
 when the context so indicates, the meanings  provided for by the UCC to  the
 extent the same are used or defined therein.

      Certain Matters  of Construction.   The  terms "herein,"  "hereof"  and
 "hereunder" and other words  of similar import refer  to the Agreement as  a
 whole and not  to any  particular section,  paragraph or  subdivision.   Any
 pronoun used shall  be deemed  to cover all  genders.   The section  titles,
 table of contents  and list of  exhibits appear as  a matter of  convenience
 only and  shall  not  affect  the interpretation  of  the  Agreement.    All
 references to statutes and related regulations shall include any  amendments
 of same and any successor statutes  and regulations.  All references to  any
 of the Loan Documents  shall include any and  all modifications thereto  and
 any and all extensions or renewals thereof.