EXHIBIT 6(a)

Execution Copy

     ____________________________________________________________
     ____________________________________________________________




                               CHEMFAB CORPORATION


                                CREDIT AGREEMENT


                           Dated as of October 4, 1996



                        THE FIRST NATIONAL BANK OF BOSTON

                             THE BANK OF IRELAND






     ____________________________________________________________
     ____________________________________________________________


                                TABLE OF CONTENTS

1.  Definitions; Certain Rules of Construction.   . . . . . . . . . . . . . .  1

2.  The Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     2.1.  Revolving Credit . . . . . . . . . . . . . . . . . . . . . . . . . 16
          2.1.1.  Revolving Loan  . . . . . . . . . . . . . . . . . . . . . . 16
          2.1.2.  Borrowing Requests  . . . . . . . . . . . . . . . . . . . . 16
          2.1.3.  Revolving Notes . . . . . . . . . . . . . . . . . . . . . . 16
     2.2.  Term Credit  . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
          2.2.1.  Term Loan . . . . . . . . . . . . . . . . . . . . . . . . . 17
          2.2.2.  Term Notes  . . . . . . . . . . . . . . . . . . . . . . . . 17
     2.3.  Application of Proceeds  . . . . . . . . . . . . . . . . . . . . . 17
          2.3.1.  The Revolving Loan  . . . . . . . . . . . . . . . . . . . . 17
          2.3.2.  The Term Loan . . . . . . . . . . . . . . . . . . . . . . . 17
          2.3.3.  Specifically Prohibited Applications  . . . . . . . . . . . 17
     2.4.  Nature of Obligations of Lenders to Extend Credit  . . . . . . . . 18

3.   Interest; Eurocurrency Pricing Options; Fees; etc. . . . . . . . . . . . 18
     3.1.  Loan Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     3.2.  Eurocurrency Pricing Options . . . . . . . . . . . . . . . . . . . 18
          3.2.1.  Election of Eurocurrency Pricing Options  . . . . . . . . . 18
          3.2.2.  Notice to Lenders and Borrowers.  . . . . . . . . . . . . . 19
          3.2.3.  Selection of Eurocurrency Interest Periods  . . . . . . . . 20
          3.2.4.  Additional Interest . . . . . . . . . . . . . . . . . . . . 20
          3.2.5.  Violation of Legal Requirements . . . . . . . . . . . . . . 21
          3.2.6.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
          3.2.7.  Funding Procedure . . . . . . . . . . . . . . . . . . . . . 21
     3.3.  Commitment Fee for Revolving Loan  . . . . . . . . . . . . . . . . 22
     3.4.  Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . 22
     3.5.  Computations of Interest . . . . . . . . . . . . . . . . . . . . . 23

4.  Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
     4.1.  Payment at Maturity  . . . . . . . . . . . . . . . . . . . . . . . 23
     4.2.  Prepayment of Revolving Loan . . . . . . . . . . . . . . . . . . . 23
     4.4.  Voluntary Prepayments of Revolving Loan  . . . . . . . . . . . . . 23
     4.5.  Reborrowing; Application of Payments . . . . . . . . . . . . . . . 24

5.  Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     5.1.  Conditions to Initial Extension of Credit  . . . . . . . . . . . . 24
          5.1.1.  Revolving Notes . . . . . . . . . . . . . . . . . . . . . . 24
          5.1.2.  Reports and Other Documents.  . . . . . . . . . . . . . . . 24
          5.1.3.  Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . 24
     5.2.  Conditions to Extending Credit . . . . . . . . . . . . . . . . . . 25
          5.2.1.    Representations  and  Warranties; No  Default;  No  Material
               Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . 25
          5.2.2.  Proper Proceedings  . . . . . . . . . . . . . . . . . . . . 25
          5.2.3.  Legality, etc.  . . . . . . . . . . . . . . . . . . . . . . 25
          5.2.4.  General . . . . . . . . . . . . . . . . . . . . . . . . . . 25

6.  General Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
     6.1.  Taxes and Other Charges  . . . . . . . . . . . . . . . . . . . . . 26
     6.2.  Conduct of Business, etc.  . . . . . . . . . . . . . . . . . . . . 26
          6.2.1.  Types of Business . . . . . . . . . . . . . . . . . . . . . 26
          6.2.2.  Maintenance of Properties; Compliance with Agreements, etc. 26
          6.2.3.  Statutory Compliance  . . . . . . . . . . . . . . . . . . . 27
     6.3.  Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     6.4.  Financial Statements and Reports . . . . . . . . . . . . . . . . . 27
          6.4.1.  Annual Statements . . . . . . . . . . . . . . . . . . . . . 27
          6.4.2.  Quarterly Reports . . . . . . . . . . . . . . . . . . . . . 28
          6.4.3.  Other Reports . . . . . . . . . . . . . . . . . . . . . . . 29
          6.4.4.  Notice of Litigation; Notice of Defaults  . . . . . . . . . 29
          6.4.5.  ERISA Reports . . . . . . . . . . . . . . . . . . . . . . . 29
          6.4.6.  Other Information . . . . . . . . . . . . . . . . . . . . . 30
     6.5.  Certain Financial Tests  . . . . . . . . . . . . . . . . . . . . . 30
          6.5.1.  Debt Service Coverage . . . . . . . . . . . . . . . . . . . 30
          6.5.2.  Consolidated Net Loss . . . . . . . . . . . . . . . . . . . 31
          6.5.3.  Consolidated Total Liabilities to Consolidated Tangible Net 31
          6.5.4.  Consolidated Net Worth  . . . . . . . . . . . . . . . . . . 31
     6.6.  Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
     6.7.  Guarantees; Letters of Credit  . . . . . . . . . . . . . . . . . . 32
     6.8.  Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     6.9.  Investments and Acquisitions . . . . . . . . . . . . . . . . . . . 33
     6.10.  Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     6.11.  Merger and Dispositions of Assets . . . . . . . . . . . . . . . . 35
     6.12.  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
     6.13.  Transactions with Affiliates  . . . . . . . . . . . . . . . . . . 35
     6.14.  Issuance of Stock by Subsidiaries; Subsidiary Distributions . . . 36
          6.14.1.  Issuance of Stock by Subsidiaries  . . . . . . . . . . . . 36
          6.14.2.  No Restrictions on Subsidiary Distributions  . . . . . . . 36
     6.15.  Limit on Capital Expenditures . . . . . . . . . . . . . . . . . . 36

7.  Representations and Warranties  . . . . . . . . . . . . . . . . . . . . . 36
     7.1.  Organization and Business  . . . . . . . . . . . . . . . . . . . . 36
          7.1.1.  The Borrower  . . . . . . . . . . . . . . . . . . . . . . . 36
          7.1.2.  Subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . 36
          7.1.3.  Qualification . . . . . . . . . . . . . . . . . . . . . . . 37
     7.2.  Financial Statements and Other Information; Certain Agreements . . 37
          7.2.1.  Financial Statements and Other Information  . . . . . . . . 37
          7.2.2.  Certain Agreements  . . . . . . . . . . . . . . . . . . . . 37
     7.3.  Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . 38
     7.4.  Agreements Relating to Financing Debt, Investments, etc. . . . . . 38
     7.5.  Title to Assets  . . . . . . . . . . . . . . . . . . . . . . . . . 38
     7.6.  Licenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     7.7.  Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     7.8.  Tax Returns  . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
     7.9.  No Legal Obstacle to Agreements  . . . . . . . . . . . . . . . . . 39
     7.10.  Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
     7.11.  Certain Business Representations  . . . . . . . . . . . . . . . . 40
          7.11.1.  Environmental Compliance . . . . . . . . . . . . . . . . . 40
          7.11.2.  Burdensome Obligations . . . . . . . . . . . . . . . . . . 41
          7.11.3.  Future Expenditures  . . . . . . . . . . . . . . . . . . . 41
     7.12.  Pension Plans . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     7.13.  Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

8.  Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     8.1.  Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . 41
     8.2.  Certain Actions Following an Event of Default  . . . . . . . . . . 44
          8.2.1.  No Obligation to Extend Credit  . . . . . . . . . . . . . . 45
          8.2.2.  Specific Performance; Exercise of Rights  . . . . . . . . . 45
          8.2.3.  Enforcement of Payment; Setoff  . . . . . . . . . . . . . . 45
          8.2.4.  Acceleration  . . . . . . . . . . . . . . . . . . . . . . . 45
          8.2.5.  Cumulative Remedies . . . . . . . . . . . . . . . . . . . . 45
     8.3.  Annulment of Defaults  . . . . . . . . . . . . . . . . . . . . . . 45
     8.4.  Waivers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

9.  Expenses; Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
     9.1.  Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
     9.2.  General Indemnity  . . . . . . . . . . . . . . . . . . . . . . . . 47
     9.3.  Indemnity with Respect to Foreign Currency Transactions  . . . . . 47

10.  Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     10.1.  Interests in Credits  . . . . . . . . . . . . . . . . . . . . . . 48
     10.2.  Agent's Authority to Act  . . . . . . . . . . . . . . . . . . . . 48
     10.3.  Borrower to Pay Agent, etc  . . . . . . . . . . . . . . . . . . . 48
     10.4.  Lender Operations for Advances, etc . . . . . . . . . . . . . . . 48
          10.4.1.  Advances . . . . . . . . . . . . . . . . . . . . . . . . . 48
          10.4.2.  Agent to Allocate Payments . . . . . . . . . . . . . . . . 48
     10.5.  Sharing of Payments, etc. . . . . . . . . . . . . . . . . . . . . 49
     10.6.  Amendments, Consents, Waivers, etc  . . . . . . . . . . . . . . . 49
     10.7.  Agent's Resignation . . . . . . . . . . . . . . . . . . . . . . . 49
     10.8.  Concerning the Agent  . . . . . . . . . . . . . . . . . . . . . . 50
          10.8.1.  Action in Good Faith, etc  . . . . . . . . . . . . . . . . 50
          10.8.2.  No Implied Duties, etc.  . . . . . . . . . . . . . . . . . 50
          10.8.3.  Validity, etc. . . . . . . . . . . . . . . . . . . . . . . 50
          10.8.4.  Compliance . . . . . . . . . . . . . . . . . . . . . . . . 51
          10.8.5.  Employment of Agents and Counsel . . . . . . . . . . . . . 51
          10.8.6.  Reliance on Documents and Counsel  . . . . . . . . . . . . 51
          10.8.7.  Agent's Reimbursement  . . . . . . . . . . . . . . . . . . 51
     10.9.  Rights as a Lender  . . . . . . . . . . . . . . . . . . . . . . . 52
     10.10.  Independent Credit Decision  . . . . . . . . . . . . . . . . . . 52
     10.11.  Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . 52

11.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . 53
     11.1.  Assignments by Lenders  . . . . . . . . . . . . . . . . . . . . . 53
          11.1.1.  Assignees and Assignment Procedures  . . . . . . . . . . . 53
          11.1.2.  Acceptance of Assignment and Assumption  . . . . . . . . . 53
          11.1.3.  Federal Reserve Bank . . . . . . . . . . . . . . . . . . . 54
          11.1.4.  Further Assurances . . . . . . . . . . . . . . . . . . . . 54
     11.2.  Credit Participants . . . . . . . . . . . . . . . . . . . . . . . 54

12.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

13.  Course of Dealing, Amendments and Waivers  . . . . . . . . . . . . . . . 55

14.  Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

15.  Venue; Service of Process  . . . . . . . . . . . . . . . . . . . . . . . 56

17.  General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57



                                    EXHIBITS


Exhibit 1A          -    Foreign Currencies

Exhibit 2.1.3       -    Form of Revolving Note

Exhibit 2.2.2       -    Form of Term Note

Exhibit 5.2.1       -    Form of Officer's Certificate

Exhibit 6.4.1       -    Form of Annual Officer's Certificate

Exhibit 6.4.2       -    Form of Quarterly Officer's Certificate

Exhibit 6.14.2      -    Restrictions on Subsidiary Distributions

Exhibit 7.1         -    The Borrower and its Subsidiaries

Exhibit 7.4         -    Financing Debt, etc.

Exhibit 7.11.1      -    Environmental Matters

Exhibit 10.1        -    Percentage Interests



                               CHEMFAB CORPORATION

                                CREDIT AGREEMENT


     This Credit Agreement,  dated as of October  4, 1996 (the  "Agreement"), is
among  Chemfab Corporation, a Delaware  corporation, The First  National Bank of
Boston,  in its capacity as a Lender and  as Agent, and The Governor and Company
of  the Bank of Ireland, a bank licensed under the Irish Central Bank Acts, 1942
to 1989 (the "Bank of Ireland").  The parties agree as follows:

1.  Definitions; Certain Rules of Construction.  Except as the context otherwise
explicitly  requires, (i) the capitalized  term "Section" refers  to sections of
this Agreement, (ii) the capitalized  term "Exhibit" refers to exhibits to  this
Agreement,  (iii)  references   to  a  particular  Section   shall  include  all
subsections  thereof and  (iv)  the  word  "including"  shall  be  construed  as
"including  without limitation".   Certain  capitalized terms  are used  in this
Agreement as specifically defined in this Section 1 as follows:

     "Accumulated Plan Benefit Obligations" means the actuarial present value of
the accumulated plan benefit obligations under any Plan, calculated in a  manner
consistent with Statement No. 87 of the Financial Accounting Standards Board.

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with  such Person,  and shall  include (i)  any officer  or director  or general
partner of such Person and (ii) any Person of which such Person or any Affiliate
(as  defined in clause (i) above) of  such Person shall, directly or indirectly,
beneficially own either at least 5%  of the outstanding equity securities having
the general power to vote or at least 5% of all equity interests.

     "Agent" means  The First National Bank  of Boston in its  capacity as agent
for the  Lenders  hereunder, as  well  as its  successors  and assigns  in  such
capacity pursuant to Section 10.7.

     "Agreed Currency" is defined in Section 9.3.


     "Agreement has the meaning provided in the preamble hereto.

     "Applicable Rate" means at any date, the sum of:

          (a)  (i)  with respect  to  each  portion of  the  Loan  subject to  a
     Eurocurrency  Pricing Option, the sum  of 1.00% plus  the Eurocurrency Rate
     with respect to such Eurocurrency Pricing Option; and

              (ii) with  respect to  each other  portion of  the Loan, the  Base
     Rate; 

     plus  (b) an  additional 2%  effective on  the day  the Agent  notifies the
     Borrower  that the interest rates  hereunder are increasing  as a result of
     the occurrence and continuance of an  Event of Default until the earlier of
     such time as (i) such Event of Default is no longer continuing or (ii) such
     Event of  Default is deemed  no longer to  exist, in each case  pursuant to
     Section 8.3.

     "Assignee" has the meaning provided in Section 11.1.1.

     "Banking Day"  means any day (other than Saturday or Sunday) on which banks
are open to conduct business in Boston, Massachusetts and Dublin, Ireland.

     "Bankruptcy  Code"  means  Title 11  of  the  United  States Code  (or  any
successor statute) and the rules and regulations thereunder, all as from time to
time in effect.

     "Bankruptcy  Default"  means an  Event of  Default  referred to  in Section
8.1.9.

     "Base  Rate" means,  on any day,  the greater  of (i) the  rate of interest
announced by the Agent at the Boston Office  as its Base Rate or (ii) the sum of
1/2% plus the Federal Funds Rate.

     "Borrower"  means  Chemfab Corporation,  a  Delaware  corporation, and  its
successors and assigns.

     "Boston Office" means the principal banking office  of the Agent in Boston,
Massachusetts.

     "Capital  Expenditures" means, for any period, amounts added or required to
be added to the  fixed assets account on the  balance sheet of the  Borrower and
its Subsidiaries on  a Consolidated basis, prepared in accordance  with GAAP, in
respect of  (i) the  acquisition, construction,  improvement  or replacement  of
land, buildings, machinery, equipment, leaseholds and any other real or personal
property, and (ii) to the extent not included in clause  (i) above, expenditures
on  account of  materials,  contract labor  and  direct labor  relating  thereto
(excluding  expenditures  properly  expended   as  repairs  and  maintenance  in
accordance with GAAP).

     "Capitalized Lease" means any lease which is required to be capitalized  on
the balance sheet of  the lessee in accordance  with GAAP and Statement  Nos. 13
and 97 of the Financial Account Standards Board.

     "Capitalized  Lease   Obligations"  means  the  amount   of  the  liability
reflecting  the  aggregate  discounted  amount  of  future  payments  under  all
Capitalized  Leases calculated in accordance with GAAP and Statement Nos. 13 and
97 of the Financial Accounting Standards Board.

     "Cash Equivalents" means:

          (i)   negotiable certificates of  deposit, time deposits  and bankers'
     acceptances  issued  by  any  United States  financial  institution  having
     capital and surplus and undivided profits aggregating at least $100,000,000
     and rated Prime-1  by Moody's Investors Service, Inc. or  A-1 by Standard &
     Poor's Ratings Group or issued by any Lender; 


          (ii)    short-term  corporate  obligations rated  Prime-1  by  Moody's
     Investors Service, Inc. or A-1 by Standard & Poor's Ratings Group;

          (iii)   any direct obligation of  the United States of  America or any
     agency or instrumentality thereof, or of any state or municipality thereof,
     (a) which has a remaining maturity at the time of purchase of not more than
     one year or (b)  which is subject to a repurchase agreement with any Lender
     (or  any  other  financial institution  referred  to  in  clause (i) above)
     exercisable within one year from the time of purchase and (c) which, in the
     case of obligations of any state or  municipality, is rated AA or better by
     Moody's Investors Service, Inc.; and 

          (iv)   any mutual fund or other  pooled investment vehicle rated AA or
     better by Moody's Investors Service, Inc. which invests only in obligations
     described above.

     "Chemfab  Ireland Entities"  means  each of  Chemfab Overseas  Corporation,
Chemfab  Holdings, Chemical  Fabrics  Ireland Limited,  Chemfab Europe,  Chemfab
Holdings U.K. Limited, Tygaflor Ltd and Fluorocarbon Fabrications Limited.

     "Closing Date"  means the Initial Closing  Date and any subsequent  date on
which any extension of credit is made pursuant to Section 2.1.1 or 2.2.1.

     "Code" means, collectively, the  federal Internal Revenue Code of  1986 (or
any successor statute),  and the rules and  regulations thereunder, all  as from
time to time in effect.

     "Computation Covenants"  means Sections  6.5, 6.6.11, 6.9.3,  6.9.6, 6.11.1
and 6.15.

     "Consolidated"  and "Consolidating", when used  with reference to any term,
mean  that term (or the terms "combined" and "combining", as the case may be, in
the  case  of  partnerships,   joint  ventures  and  Affiliates  that   are  not
Subsidiaries) as applied  to the accounts  of the Borrower  (or other  specified
Person) and all of its Subsidiaries (or other specified Persons), or such of its
Subsidiaries  as may be specified, consolidated (or combined) in accordance with
GAAP and with  appropriate deductions  for minority  interests in  Subsidiaries,
whether or not such deductions are required by GAAP.

     "Consolidated Fixed Charges" means, for any period, the sum of:

          (a)    the aggregate  amount of  interest,  including payments  in the
     nature  of interest under Capitalized  Leases, accrued by  the Borrower and
     its Subsidiaries (whether such interest is reflected as  an item of expense
     or capitalized) in accordance with GAAP on a Consolidated basis, plus

          (b)    the aggregate  amount of  all  required or  mandatory scheduled
     payments, prepayments and  sinking fund payments with respect  to principal
     paid  or  accrued  by the  Borrower  and  its  Subsidiaries  in respect  of
     Financing Debt. 

     "Consolidated Tangible Net Worth" means, at any date, the total of:

          (a)    stockholders'  equity  of the  Borrower  and  its  Subsidiaries
     (excluding  the effect  of  any foreign  currency translation  adjustments)
     determined in accordance with GAAP on a Consolidated basis, minus

          (b)  the  amount by which such stockholders' equity has been increased
     by the write-up of any asset of the Borrower and its Subsidiaries, minus

          (c)   assets of the Borrower  and its Subsidiaries that are considered
     intangible  assets under GAAP (including but not limited to customer lists,
     goodwill and capitalized research and development costs).

     "Consolidated Net Income"  means, for any period, the net  income (or loss)
of  the Borrower and  its Subsidiaries determined  in accordance with  GAAP on a
Consolidated basis; provided,  however, that Consolidated  Net Income shall  not
include:

          (a)  the income (or loss) of any Person accrued prior to the date such
     Person  becomes  a  Subsidiary  of  the  Borrower  or  is  merged  into  or
     consolidated with any Subsidiary of the Borrower;

          (b)  the income (or loss)  of any Person (other than a  Subsidiary) in
     which the Borrower or  any of its Subsidiaries  has an ownership  interest;
     provided, however, that (i)  Consolidated Net Income shall  include amounts
     in  respect of the income of such Person  when actually received in cash by
     the  Borrower  or such  Subsidiary  in the  form  of  dividends or  similar
     Distributions  and (ii)  Consolidated Net  Income shall  be reduced  by the
     aggregate amount of all  Investments, regardless of the form  thereof, made
     by  the  Borrower or  such Subsidiary  in such  Person  for the  purpose of
     funding any deficit or loss of such Person;

          (c)   all amounts included in  computing such net income  (or loss) in
     respect of the write-up of any asset or the retirement  of any Indebtedness
     at less than face value after June 30, 1996;

          (d)   the income of  any Subsidiary of the Borrower  to the extent the
     payment  of such  income  in  the  form of  Distribution  or  repayment  of
     Indebtedness  to the Borrower is  not permitted, whether  on account of any
     Charter  or By-law restriction, any agreement, instrument, deed or lease or
     any  law,   statute,  judgment,  decree  or  governmental  order,  rule  or
     regulation applicable to such Subsidiary or otherwise; and

          (e)   any after-tax gains  or losses attributable  to returned surplus
     assets of any Plan.

     "Consolidated Net Loss" means, for any period, the amount, if any, by which
Consolidated Net Income is less than zero (expressed as a positive number).

     "Consolidated Net Worth" means, at any date, the total of:

          (a)    stockholders'  equity  of  the Borrower  and  its  Subsidiaries
     (excluding  the effect  of  any foreign  currency translation  adjustments)
     determined in accordance with GAAP on a consolidated basis, minus

          (b)   the amount by which such stockholders' equity has been increased
     by the write-up of any asset of the Borrower and its Subsidiaries. 

     "Consolidated Operating Cash Flow"  means, for any three month  period, the
total of:

          (a)     Consolidated  Net  Income   (without  giving  effect   to  any
     extraordinary and non-recurring gains or losses) plus

          (b)  all amounts deducted in computing such Consolidated Net Income in
     respect of:

               (i)   depreciation, amortization and  other charges that  are not
          expected to be paid in cash;

               (ii)   interest  of  Financing Debt  (including  payments in  the
          nature of interest under Capitalized Leases); and

               (iii)  taxes based upon or measured by income; minus

          (c)  (i)    cash  taxes   actually  paid  by  the  Borrower   and  its
     Subsidiaries  on a Consolidated basis  and cash dividends  actually paid by
     the Borrower; and

               (ii)  the lesser  of (A) $3,000,000 and (B)  Capital Expenditures
          for such period.


     "Consolidated Total Liabilities"  means, at any  date, all Indebtedness  of
the Borrower and its Subsidiaries on a Consolidated basis.

     "Control  Group Person" means the  Borrower, any Subsidiary  and any Person
which is  a member  of the  controlled group  or under  common control  with the
Borrower or  any Subsidiary within the  meaning of sections 414(b)  or 414(c) of
the Code or section 4001(a)(14) of ERISA.

     "Credit Documents" means 

          (i)  this Agreement; and

          (ii)    all  financial  statements,  reports,   notices,  assignments,
     certificates or other  similar documents delivered to any of the Lenders by
     the Borrower in connection herewith or with any of the above;

          (iii)   any other present or  future agreement or instrument from time
     to time entered into among  the Agent and any of the Lenders,  on one hand,
     and  the Borrower  or any  Affiliate of  the Borrower,  on the  other hand,
     relating  to,  amending or  modifying this  Agreement  or any  other Credit
     Document referred to above or which is stated to be a Credit Document, each
     as from time to time in effect.

     "Credit Obligations" means all  present and future liabilities, obligations
and Indebtedness of  the Borrower or  any of  its Affiliates party  to a  Credit
Document owing to  the Lenders or any of them, or  to the Agent or any Affiliate
of the  Agent, under or  in connection with  this Agreement or  any other Credit
Document, including  obligations in  respect of principal,  interest, commitment
fees, and other fees, charges, indemnities  and expenses from time to time owing
hereunder or under any other Credit Document.

     "Credit Participant" has the meaning provided in Section 11.2.

     "Default" means any Event of Default and any event or  condition which with
the  passage of  time or  giving of notice,  or both,  would become  an Event of
Default.

     "Distribution" means, with respect to any Person:

               (i)  the  declaration  or  payment  of  any  dividend,  including
          dividends payable in shares of capital  stock of such Person, on or in
          respect of any shares of any class of capital stock of such Person;

               (ii) the purchase or  redemption of  any shares of  any class  of
          capital stock of such Person (or of options, warrants or  other rights
          for  the  purchase of  such  shares), directly,  indirectly  through a
          Subsidiary of such Person or otherwise;

               (iii)     any  other distribution on or  in respect of any shares
          of any class of equity of or beneficial interest in such Person;

               (iv) any payment of principal or interest with respect to, or any
          purchase  or redemption of, any  Indebtedness of such  Person which by
          its  terms is subordinated to  the payment of  the Credit Obligations;
          and

               (v)  any  payment,   loan  or  advance   (including  any  salary,
          management  fee or other fee, benefit, bonus or any other compensation
          in respect of services provided to  such Person or any lease payments)
          by such  Person to, or  any other  Investment by such  Person in,  the
          holder  of any shares of  any class of the capital  stock of or equity
          interest in such Person.

provided,  however, that the term "Distribution" shall not include (x) dividends
payable in perpetual  common stock of or other similar  equity interests in such
specified Person  or (y) payments  in the  ordinary course of  business by  such
Person  in respect  of  (A)  reasonable  compensation  paid  to  its  employees,
consultants,  officers and  directors,  (B) advances  and reimbursements  to its
employees,  consultants, officers  and  directors for  travel expenses,  drawing
accounts  and similar expenditures or (C) rent  paid to, or accounts payable for
services rendered or goods sold by,  non-Affiliates that own capital stock of or
other equity interest in such specified Person.

     "Equivalent Amount  of United  States Funds"  means, as of  any date,  with
respect to a particular amount of Foreign Currency outstanding or to be borrowed
or paid  at a  particular place,  an amount  of United  States Funds  which will
enable the  Agent to purchase such  amount of Foreign Currency,  computed at the
Agent's spot rate on such date at the place in question; provided, however, that
if no rate of exchange exists for effecting such spot  purchases, the Equivalent
Amount  of United  States Funds  shall mean  the amount  of United  States Funds
equivalent to the actual cost  to the Agent of obtaining the Foreign Currency in
the amount and at the place in question on such date.

     "ERISA" means, collectively, the Employee Retirement Income Security Act of
1974 (or any successor statute),  and the rules and regulations  thereunder, all
as from time to time in effect.

     "Eurocurrency" means, with respect to any Lender, deposits of United States
Funds or a Foreign Currency (whether traded pursuant to listed exchange rates on
a recognized inter-bank market or available only on a spot purchase  basis) in a
non-United States office or an international banking facility of such Lender.

     "Eurocurrency Basic Rate" means, for  any Eurocurrency Interest Period, the
sum of (i) the rate of interest at which deposits in the designated Eurocurrency
as to which a Eurocurrency Pricing Option has been elected and which have a term
corresponding to such Eurocurrency Interest  Period are offered to the  Agent by
first class banks in the inter-bank Eurocurrency market (or if such Eurocurrency
is not available in an inter-bank market, on a spot purchase basis) for delivery
in immediately available funds at a Eurocurrency Office on the first day of such
Eurocurrency  Interest Period  plus  (ii)  any  foreign exchange  hedging  costs
incurred  by the Agent in connection with such Eurocurrency Pricing Option, each
as determined by the Agent at approximately 10:00 a.m. (Boston time) two Banking
Days prior  to the  date  upon which  such Eurocurrency  Interest  Period is  to
commence (which determination  by the Agent  shall, in  the absence of  manifest
error, be conclusive).

     "Eurocurrency Interest  Period" means any  period, selected as  provided in
Section 3.2.3, of one, two, three or  six months, commencing on any Banking  Day
and  ending on  the  corresponding  date in  the  subsequent  calendar month  so
indicated (or, if such subsequent  calendar month has no corresponding date,  on
the last day of such subsequent calendar month); provided, however, that subject
to  Section 3.2.4,  if  any  Eurocurrency  Interest  Period  so  selected  would
otherwise begin  or end on a date which is  not a Banking Day, such Eurocurrency
Interest Period  shall  instead  begin or  end,  as  the  case may  be,  on  the
immediately preceding or  succeeding Banking Day as  determined by the Agent  in
accordance with the then current banking practice in the inter-bank Eurocurrency
market with  respect  to Eurocurrency  deposits at  the applicable  Eurocurrency
Office,  which determination  by the  Agent shall,  in  the absence  of manifest
error, be conclusive.

     "Eurocurrency Office" means such  non-United States office or international
banking facility of any Lender as the Lenders may from time to time select.

     "Eurocurrency  Pricing  Options"  means  the options  granted  pursuant  to
Section 3.2.1  to have the interest on  any portion of the  Loan computed on the
basis of a Eurocurrency Rate.

     "Eurocurrency Rate"  means, for any Eurocurrency Interest Period, the rate,
rounded upward  to the nearest 1/100%, obtained by dividing (a) the Eurocurrency
Basic Rate for  such Eurocurrency Interest  Period by (b) an  amount equal to  1
minus the  Eurocurrency Reserve  Rate; provided,  however, that  if at  any time
during  such   Eurocurrency  Interest  Period  the   Eurocurrency  Reserve  Rate
applicable  to   any  outstanding  Eurocurrency  Pricing   Option  changes,  the
Eurocurrency  Rate for such Eurocurrency Interest  Period shall automatically be
adjusted to reflect such change, effective as of the date of such change.

     "Eurocurrency Reserve Rate" means  the stated maximum rate (expressed  as a
decimal)  of  all  reserves  (including  any  basic, supplemental,  marginal  or
emergency reserve or any reserve asset), if any, as from time to time in effect,
required by  any Legal Requirement  to be maintained  by any Lender  against (a)
"Eurocurrency  liabilities" as  specified  in  Regulation  D  of  the  Board  of
Governors of the Federal Reserve System (or any successor regulation) applicable
to  Eurocurrency Pricing  Options, (b)  any other  category of  liabilities that
includes  Eurocurrency deposits  by  reference to  which  the interest  rate  on
portions of the Loan  subject to Eurocurrency Pricing Options  is determined, or
(c) the principal amount of or interest on any portion of the Loan subject  to a
Eurocurrency Pricing Option.

     "Event of Default" has the meaning provided in Section 8.1.

     "Executive  Officer" means  the  chief executive  officer, chief  operating
officer or  president of the  Borrower (or other  specified Person) or  any vice
president  of the Borrower  (or other specified  Person) who is  not a Financial
Officer.

     "Federal Funds Rate" means, for any day, (i) the rate equal to the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve Bank arranged by federal funds brokers, as such weighted average
is  published for  such day  (or, if  such day  is not  a  Banking Day,  for the
immediately preceding  Banking Day) by the  Federal Reserve Bank of  New York or
(ii) if such  rate is not so published for such  Banking Day, the average of the
quotations for  such day on such  transactions received by the  Agent from three
federal funds brokers of recognized standing selected by the Agent.

     "Final Maturity Date" means October 4, 2003.  

     "Financial  Officer"  means  the  chief financial  officer,  controller  or
treasurer of  the Borrower (or other specified Person) or a vice president whose
primary responsibility  is for the financial  affairs of the Borrower  (or other
specified Person).

     "Financing Debt" means:

          (i)  Indebtedness for borrowed money; 

          (ii)   Indebtedness evidenced by  notes, bonds, debentures  or similar
     instruments; 

          (iii)  Indebtedness in respect of Capitalized Leases;

          (iv)   Indebtedness for the  deferred purchase price  of assets (other
     than normal trade accounts payable in the ordinary course of business); and

          (v)   Indebtedness in  respect  of mandatory  redemption or  mandatory
     dividends on capital stock (or other equity interests).

     "Foreign  Currency" means, at any time, with  respect to any portion of the
Loan  made hereunder  to the  Borrower,  such coin  or currency  of the  country
specified for the  Borrower in Exhibit 1A as  at the time shall be  legal tender
therein  for  the payment  of  public  and private  debts  and  which is  freely
transferable  and convertible  into United  States Funds  or any  other currency
requested in writing by the Borrower and agreed to by the Lenders; provided that
"Foreign  Currency" shall  not include the  coin or  currency of  any country in
which  the Borrower  does not,  at the  time a  Foreign Currency  designation is
requested by the Borrower, have any trading activities.

     "GAAP" means  generally accepted accounting  principles, as defined  by the
United  States Financial Accounting  Standards Board,  as from  time to  time in


effect; provided, however, that for purposes of compliance with Section 6 (other
than Section 6.4) and  the related definitions, "GAAP" means  such principles as
in effect on June  30, 1995 as applied by the Borrower in the preparation of the
financial statements referred  to in Section  7.2.1, and consistently  followed,
without giving effect to any subsequent changes  other than changes consented to
in writing by the Agent.

     "Guarantee" means: 

          (i)  any  guarantee by a Person  of the payment or  performance of, or
     any  contingent obligation by  a Person in respect  of, any Indebtedness or
     other obligation of any obligor other than such Person;

          (ii)  any  other arrangement whereby credit is extended to one obligor
     on the basis of any promise or undertaking of another Person (including any
     "comfort letter" or "keep well agreement" written by such other Person to a
     creditor  or  prospective creditor)  to (a)  pay  the Indebtedness  of such
     obligor, (b) purchase an obligation  owed by such obligor, (c) pay  for the
     purchase or lease of assets  or services regardless of the  actual delivery
     thereof or (d) maintain  the capital, working capital, solvency  or general
     financial  condition of  such obligor,  in each  case whether  or not  such
     arrangement is  disclosed  in the  balance sheet  of such  other Person  or
     referred to in a footnote thereto;

          (iii)  any liability of a Person as a general partner of a partnership
     in respect of Indebtedness or other obligations of such partnership;

          (iv)  any liability of a Person as a joint venturer of a joint venture
     in respect of Indebtedness or other obligations of such joint venture; and

          (v)   reimbursement  obligations with  respect to  letters  of credit,
     surety bonds and other financial guarantees;

provided,  however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  

     "Hazardous Material" means, collectively, any pollutant, toxic or hazardous
material  or  waste,  including  any  "hazardous  substance"  or "pollutant"  or
"contaminant" as defined  in section 101(14) of the  Comprehensive Environmental
Response, Compensation and Liability Act (or any successor statute) or regulated
as toxic or  hazardous under the Resource Conservation and  Recovery Act of 1976
or  any  similar  state  or  local statute  or  regulation,  and  the  rules and
regulations thereunder, all as from time to time in effect.

     "Indebtedness"  means all  obligations, contingent  or otherwise,  which in
accordance  with GAAP should be  classified upon the  obligor's balance sheet as
liabilities, but in any event including but not limited to: 

          (i)  liabilities  secured by any  Lien existing  on property owned  or
     acquired  by the  obligor  or any  Subsidiary thereof,  whether or  not the
     liability secured thereby shall have been assumed; 

          (ii)  Capitalized Lease Obligations; 

          (iii)  liabilities in  respect of mandatory redemption,  repurchase or
     dividend  obligations with respect to  capital stock (or  other evidence of
     beneficial interest); and 

          (iv)   all Guarantees and  endorsements in respect  of Indebtedness of
     others.

     "Indemnitee" has the meaning provided in Section 9.2.

     "Initial Closing Date" means October 4, 1996.


     "Interest Expense" means, for any period, the aggregate amount of interest,
including payments in the  nature of interest under Capitalized  Leases, paid by
the  Borrower  (whether such  interest is  reflected as  an  item of  expense or
capitalized) on Indebtedness.

     "Investment" means, with respect to any Person:

          (i)   any  share of capital  stock, evidence of  Indebtedness or other
     security issued by any other Person; 

          (ii)  any loan, advance or  extension of credit to, or contribution to
     the capital of, any other Person; 

          (iii)  any Guarantee of the Indebtedness of any other Person; 

          (iv)  any acquisition of all or  any part of the business of any other
     Person or the assets comprising such business or part thereof;
 
          (v)    any  commitment  or  option  to  make  any  Investment  if  the
     consideration for such commitment or option exceeds $100,000; and 

          (vi)  any other similar investment.  

     The investments described in the  foregoing clauses (i) through (vi)  shall
be included  in the  term  "Investment" whether  they are  made  or acquired  by
purchase,   exchange,   issuance  of   stock   or   other  securities,   merger,
reorganization  or   any  other  method;   provided,  however,  that   the  term
"Investment"  shall  not  include  (a)  current   trade  and  customer  accounts
receivable for goods furnished  or services rendered  in the ordinary course  of
business and  payable in accordance with customary trade terms, (b) advances and
prepayments  to  suppliers for  goods and  services  in the  ordinary  course of
business,  (c) advances to employees  for travel expenses,  drawing accounts and
similar  expenditures, (d) stock or other securities acquired in connection with
the satisfaction or enforcement of Indebtedness or claims due to  such Person or
as  security for any such Indebtedness or claim, (e) demand deposits in banks or
trust  companies  or  (f)  cash  Investments of  the  Borrower  in  Wholly Owned
Subsidiaries.

     "Legal  Requirement" means any  present or future  requirement imposed upon
any of  the Lenders  by any law,  statute, rule,  regulation, directive,  order,
decree,  guideline (or any interpretation thereof by courts or of administrative
bodies)  of the United States of  America or of Ireland,  or any jurisdiction in
which  any  Eurocurrency  Office  is  located, or  by  any  state  or  political
subdivision  of  any  of  the  foregoing,  or  by  any  board,  governmental  or
administrative agency, central bank  or monetary authority of the  United States
of  America or of Ireland, of any  jurisdiction in which any Eurocurrency Office
is  located, or of  any political subdivision  of any of the  foregoing; and any
such  requirement not having  the force  of law  shall be deemed  to be  a Legal
Requirement  if any of the Lenders reasonably believes that compliance therewith
is standard commercial practice.

     "Lenders" means The First National Bank of Boston, The Bank  of Ireland and
other  Persons  from  time to  time  owning  a  Percentage  Interest  and  their
respective successors and assigns, including Assignees under Section 11.1.

     "Lending Officer" shall  mean Andrew T. Fay or other  officers of the Agent
from time to time designated by it in writing to the Borrower. 

     "Lien" means, with respect to any Person: 

          (i)    any encumbrance,  mortgage,  pledge, lien,  charge  or security
     interest of  any kind upon any  property or assets of  such Person, whether
     now owned or hereafter acquired, or upon the income or profits therefrom; 


          (ii)   any arrangement or  agreement which prohibits  such Person from
     creating  encumbrances,  mortgages,  pledges, liens,  charges  or  security
     interests;

          (iii)  the acquisition of, or  the agreement or option to acquire, any
     property or  assets upon conditional  sale or  subject to  any other  title
     retention agreement, device or arrangement (including a Capitalized Lease);
     and 

          (iv)   the sale, assignment,  pledge or  transfer for security  of any
     accounts,  general intangibles  or chattel  paper of  such Person,  with or
     without recourse.     

     "Loan" means the Revolving Loan and the Term Loan, as applicable.

     "Majority Lenders" means such Lenders who together own at least 51% or more
of the Percentage Interests.

     "Margin Stock" means "margin stock" within the meaning of Regulations G, T,
U or X (or any  successor provisions) of the  Board of Governors of the  Federal
Reserve System, or  any regulations, interpretations or rulings  thereunder, all
as from time to time in effect.

     "Material  Adverse Change" means a  material adverse change  since June 30,
1996 in the  business, assets, financial condition,  income or prospects  of the
Borrower (on  an individual basis)  or the Borrower  and its Subsidiaries  (on a
Consolidated basis), whether  as a  result of  (i) general  economic or  weather
conditions  affecting  the  industry  in  which  the  Borrower  or  any  of  its
Subsidiaries  is  engaged,  (ii)  difficulties  in  obtaining  supplies and  raw
materials, (iii)  fire, flood  or other natural  calamities, (iv)  environmental
claims, litigation,  remediation or pollution, (v)  regulatory changes, judicial
decisions,  war  or other  governmental  action,  or  (vi)  any other  event  or
development, whether or not related to those enumerated above.

     "Material Agreements" has the meaning provided in Section 7.2.2.

     "Material Plan" means any Plan or Plans, collectively, as to  which (i) the
excess of (a) the aggregate Accumulated Plan Benefit Obligations under such Plan
or Plans over (b)  the aggregate fair market value of the assets of such Plan or
Plans  allocable to  such benefits, all  determined as  of the  then most recent
valuation date or dates for such Plan or Plans, is greater than (ii) $500,000.

     "Maximum Amount of Revolving Credit" means the lesser of (i) $20,000,000 in
an Equivalent Amount of  United States Funds and (ii) such  amount (in a minimum
amount  of $1,000,000  in an  Equivalent Amount  of United  States Funds  and an
integral  multiple of $500,000 in  an Equivalent Amount  of United States Funds)
lesser than the  Maximum Amount of Revolving Credit then  in effect as specified
by irrevocable notice from the Borrower to the Agent.

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

     "Notes" means the Revolving Notes and the Term Notes.

     "Payment Currency" is defined in Section 9.3.

     "Payment  Date" means the last  Banking Day of  each March, June, September
and December occurring after the Initial Closing Date.

     "PBGC" means  the  Pension Benefit  Guaranty Corporation  or any  successor
entity.

     "Percentage Interest" has the meaning provided in Section 10.1.

     "Permitted Acquisition" is defined in Section 6.9.6.

     "Person" means any  present or  future natural person  or any  corporation,
association,  partnership,  joint  venture,   company,  trust,  business  trust,
organization, business, individual  or government or any governmental  agency or
political subdivision thereof.

     "Plan"  means, at  any  time, any  pension or  other employee  benefit plan
subject to Title IV  of ERISA and/or Section 412  of the Code maintained  (or to
which contributions have been made) by  the Borrower, any of its Subsidiaries or
any Control Group Person within six years prior to such time.

     "Revolver Conversion Date" means October 4, 1999.  

     "Revolving Loan" has the meaning provided in Section 2.1.1.

     "Revolving Note" has the meaning provided in Section 2.1.3. 

     "Securities Act"  means, collectively, the  federal Securities Act  of 1933
(or any successor statute) and the rules and regulations thereunder, all as from
time to time in effect.

     "Subsidiary" means any  Person of  which the Borrower  (or other  specified
Person) shall at  the time, directly  or indirectly through  one or more  of its
Subsidiaries, (i)  own at least 50%  of the outstanding capital  stock or issued
share  capital (or  other  shares  of  beneficial  interest)  entitled  to  vote
generally,  (ii) hold at least 50% of  the partnership, joint venture or similar
interests  or  (iii)  be  a  general partner  or  joint  venturer  with  general
liability.

     "Tax"  means  any present  or future  tax,  levy, duty,  impost, deduction,
withholding or  other charges of  whatever nature  at any time  required by  any
Legal Requirement (a) to be paid by any Lender or (b) to be withheld or deducted
from  any payment otherwise  required hereby to  be made to  any Lender, in each
case on or with  respect to its obligations hereunder, any payment in respect of
the Credit Obligations  not included in  the foregoing; provided, however,  that
the term  "Tax" shall  not include  taxes imposed upon  or measured  by the  net
income of such Lender (other than withholding taxes).

     "Term Loan" has the meaning provided in Section 2.2.1.

     "Term Note" has the meaning provided in Section 2.2.2.

     "United States Funds" means such  coin or currency of the United  States of
America as at the time shall be  legal tender therein for the payment of  public
and private debts.

     "Wholly Owned Subsidiary" means any Subsidiary of which all the outstanding
capital  stock (or  other  shares  of  beneficial  interest)  entitled  to  vote
generally (other than directors' qualifying shares) is owned by the Borrower (or
other Specified Person) directly, or indirectly through one or more Wholly Owned
Subsidiaries.

1.  The Credit.

     2.1  Revolving Credit.

          2.1.1.   Revolving Loan.  Subject  to all the terms  and conditions of
     this Agreement and so long as no  Default exists, from time to time on  and
     after the Initial Closing Date and  prior to the Revolver Conversion  Date,
     the Lenders will, severally in  accordance with their respective Percentage
     Interests, make Loans to the  Borrower in such amounts and in  such Foreign
     Currency  or United  States Funds as  may be  requested by  the Borrower in
     accordance with  Section 2.1.2.   The sum  of (a)  the aggregate  principal
     amount of Loans made under  this Section 2.1.1 at any one  time outstanding
     shall not at any time exceed the Maximum Amount of Revolving Credit.  In no
     event will the  principal amount of Loans at any  one time outstanding made
     by any Lender pursuant to this Section 2.1 exceed the dollar amount of such
     Lender's  Percentage Interest.  The aggregate principal amount of the loans
     made pursuant to this Section 2.1.1  at any time outstanding is referred to
     as the "Revolving Loan."

          2.1.2.    Borrowing Requests.    The Borrower  may from  time  to time
     request a Loan under Section 2.1.1 on or after the Initial Closing Date and
     prior to  the Revolver Conversion Date  by providing to the  Agent a notice
     (which may be given by  a telephone call received  by a Lending Officer  if
     promptly confirmed in  writing).   Such notice must  be received not  later
     than noon (Boston time) on the first  Banking Day (third Banking Day if any
     portion of the Loan will be subject to a Eurocurrency Pricing Option on the
     requested Closing Date)  prior to the requested Closing Date for such Loan.
     The  notice must specify (a) the amount  of the requested Loan, which shall
     be not  less than $100,000 in  an Equivalent Amount of  United States Funds
     and an  integral multiple  of $100,000  in an  Equivalent Amount  of United
     States Funds (or  a similar  integral multiple  with respect  to a  Foreign
     Currency),  (b) whether  such Loan  will  be in  United States  Funds or  a
     particular Foreign  Currency and  (c) the  requested Closing  Date therefor
     (which  shall be a  Banking Day).   Each such loan  request by the Borrower
     shall be deemed a  representation by the Borrower that,  immediately before
     and  immediately after  giving effect  to such  Loan, no  Event of  Default
     exists or shall  result therefrom.   Upon receipt of  such notice prior  to
     noon (Boston time) on any Banking  Day, the Agent shall inform each Lender,
     by telephone or otherwise, prior  to 5:00 p.m. (Boston time) on  such date.
     Each such Loan will be made  at the Boston Office by depositing the  amount
     thereof to the general account of the Borrower with the Agent. 

          2.1.3.   Revolving Notes.   The Revolving Loan  shall be  evidenced by
     notes  in substantially the  form of Exhibit  2.1.3 to this  Agreement (the
     "Revolving  Notes") payable  by the Borrower  to each Lender.   Each Lender
     shall keep a record  of the date and amount  of (i) each loan made  by such
     Lender to the  Borrower pursuant to Section 2.1.1 and  (ii) each payment of
     principal made  by  the Borrower  pursuant  to Section  4.   Prior  to  the
     transfer  of any  Revolving Note, the  Lender shall  endorse on  a schedule
     thereto appropriate notations evidencing  such dates and amounts; provided,
     however,  that the failure  of any Lender  to make any  such recordation or
     endorsement shall not  affect the  obligations of the  Borrower under  this
     Agreement, the Revolving Notes or any other Credit Document.

     2.2.  Term Credit.

          2.2.1.  Term Loan.  Subject to all the terms and conditions hereof and
     so  long as no Default exists, on  the Revolver Conversion Date the Lenders
     will  lend  to the  Borrower  as  a term  loan,  in  accordance with  their
     respective Percentage Interests, an aggregate amount equal to the principal
     amount  of the Revolving Loan outstanding on  such date, which shall not in
     any event  exceed the  Maximum Amount of  Revolving Credit.   The aggregate
     principal amount  of the loans made  pursuant to this Section  2.2.1 at any
     time outstanding is referred to as the "Term Loan."

          2.2.2.  Term Notes.  The Term  Loan shall be made at the Boston Office
     by crediting the amount of such loan to the Revolving Loan against delivery
     to the Agent  of the Term Notes in substantially the  form of Exhibit 2.2.2
     (the "Term Notes")  payable to the respective Lenders.   In connection with
     the Term Loan,  the Borrower shall  furnish to the  Agent a certificate  in
     substantially  the form of Exhibit 5.2.1, together with any other documents
     required by Section 5.  Upon issuance  of the Term Notes in accordance with
     this Section 2.2, the Revolving Notes shall be deemed to  be cancelled, and
     shall be returned  by the Lenders to the Borrower;  provided, however, that
     the failure of any Lender  to return such Revolving Notes shall  not affect
     the obligations  of the Borrower  under this Agreement or  any other Credit
     Document.
 
     2.3.  Application of Proceeds.


          2.3.1.  The  Revolving Loan.   Subject to Section 2.3.3,  the Borrower
     will apply the proceeds  of the Revolving Loan for  strategic acquisitions,
     share repurchases, working  capital and other lawful corporate  purposes or
     expenditures.

          2.3.2.   The Term Loan.   Subject to Section 2.3.3,  the Borrower will
     apply the proceeds of the Term Loan solely as provided in Section 2.2.2.

          2.3.3.   Specifically Prohibited Applications;  Use of Proceeds.   The
     Borrower will not,  directly or indirectly, apply any part  of the proceeds
     of any extension of credit made  pursuant to this Agreement (i) to purchase
     or carry  Margin Stock or (ii) to any transaction prohibited by any laws or
     regulations applicable to the Lenders.

     2.4.   Nature of Obligations  of Lenders  to Extend Credit.   The  Lenders'
obligations under  this Agreement to make  the Revolving Loan and  Term Loan are
several  and are not joint  or joint and  several.  If any  Lender shall fail to
perform its obligations to extend  such credit, the amount of the  commitment of
the Lender  so failing to perform may be assumed  by the other Lenders, in their
sole discretion, in such  proportions as such Lenders may agree among themselves
and  the  Percentage  Interests of  each  other  Lender  shall be  appropriately
adjusted, but such failure or  such assumption and adjustment shall not  relieve
the Lenders from any of their obligations to make such extension of credit.

3.   Interest; Eurocurrency Pricing Options; Fees; etc.

     3.1. Loan Interest.  The   Loan shall accrue  interest at a rate per  annum
which shall  at all times  equal the Applicable  Rate.  Prior  to any  stated or
accelerated maturity of the  Loan, the Borrower will, on  each Payment Date, pay
the  accrued and  unpaid interest  on the  portion of  the   Loan which  was not
subject to a Eurocurrency Pricing Option.   On the last day of each Eurocurrency
Interest  Period or  on  any earlier  termination  of any  Eurocurrency  Pricing
Option, the Borrower will  pay the accrued and unpaid interest on the portion of
the  Loan which was subject to the Eurocurrency  Pricing Option which expired or
terminated on such date.  In the case of any Eurocurrency Interest Period longer
than three months, the Borrower will also pay the accrued and unpaid interest on
the portion of the  Loan subject to the Eurocurrency Pricing  Option having such
Eurocurrency Interest Period at three-month intervals, the first such payment to
be  made on the last Banking  Day of the three-month period  which begins on the
first  day  of  such  Eurocurrency  Interest  Period.    On  the  stated or  any
accelerated maturity of  the Loan, the Borrower will pay  all accrued and unpaid
interest on the  Loan, including any accrued and unpaid  interest on any portion
of the   Loan which is subject to  a Eurocurrency Pricing Option.   In addition,
the  Borrower  will  on  demand pay  interest  on  any  overdue  installments of
principal and,  to the extent not  prohibited by applicable law,  on any overdue
installments  of interest,  fees and  any other overdue  amounts owed  under any
Credit Document  at a rate  per annum equal  to the sum  of 2% plus  the highest
Applicable Rate.   All payments of  interest on the   Loan shall be  made to the
Agent for the account of each Lender in accordance with such Lender's Percentage
Interest therein.

     3.2.  Eurocurrency Pricing Options.

          3.2.1.  Election  of Eurocurrency Pricing Options.  Subject  to all of
     the  terms and  conditions hereof  and so  long as  no Default  exists, the
     Borrower may  from time  to time  from after the  Initial Closing  Date and
     prior  to the  Final  Maturity Date,  by  irrevocable notice  to  the Agent
     actually  received  not  less   than  three  Banking  Days  prior   to  the
     commencement of the  Eurocurrency Interest Period selected  in such notice,
     elect to have such portion of the  Loan as the Borrower may specify in such
     notice  accrue daily  interest during the  Eurocurrency Interest  Period so
     selected at the  Applicable Rate computed on the  basis of the Eurocurrency
     Rate.  If the Borrower fails to elect a Eurocurrency Pricing Option for any
     portion of the Loan  which was previously subject to a Eurocurrency Pricing
     Option for which a Foreign Currency  designation is in effect, the Borrower
     shall automatically  be  deemed to  have  elected a  Eurocurrency  Interest
     Period of seven days with respect to such Eurocurrency Pricing  Option. If,
     on the Revolver  Conversion Date, all or any portion  of the Revolving Loan
     is subject to  one or  more effective Eurocurrency  Pricing Options,  then,
     unless  the Borrower has elected  otherwise, each such Eurocurrency Pricing
     Option shall apply to an equal percentage of the Term Loan as it previously
     constituted  of the Revolving Loan until the expiration of the Eurocurrency
     Interest Period then in effect with respect to such portion of the Loan.

          In  addition to  the provisions  of the  preceding paragraph,  no such
     election shall become effective: 

          (a)   if, prior to the commencement  of any such Eurocurrency Interest
     Period,  any Lender  determines that  (i) the electing  or granting  of the
     Eurocurrency Pricing Option in question  would violate a Legal Requirement,
     (ii)  Eurocurrency  deposits  in  the  applicable  currency, in  an  amount
     comparable  to  the  principal  amount  of  the    Loan  as  to which  such
     Eurocurrency  Pricing Option  has  been  elected  and  which  have  a  term
     corresponding to the proposed Eurocurrency  Interest Period are not readily
     available  in  the  inter-bank  Eurocurrency  market, (iii)  by  reason  of
     circumstances  affecting the inter-bank  Eurocurrency market,  adequate and
     reasonable  methods  do  not  exist  for  ascertaining  the  interest  rate
     applicable  to such deposits for  the proposed Eurocurrency Interest Period
     or (iv) if  the proposed portion of  the  Loan is in  any Foreign Currency,
     any  change in national  or international financial,  political or economic
     conditions or  currency exchange  rates  or exchange  or currency  controls
     would, in the good faith opinion  of such Lender, make it impracticable for
     the proposed portion of the  Loan to be made in such Foreign Currency; or

          (b)   if  any Lender  shall  have advised  the Agent  by telephone  or
     otherwise at or prior to noon (Boston time) on the second Banking Day prior
     to  the commencement  of such  proposed Eurocurrency  Interest  Period (and
     shall  have  subsequently  confirmed  in writing)  that,  after  reasonable
     efforts to determine the availability  of such Eurocurrency deposits,  such
     Lender reasonably anticipates that  Eurocurrency deposits in the applicable
     currency, in an  amount equal to the Percentage Interest  of such Lender in
     the portion of the   Loan as to which such  Eurocurrency Pricing Option has
     been  elected and  which  have a  term  corresponding to  the  Eurocurrency
     Interest Period in question will not be  offered in the Eurocurrency market
     to such Lender at a  rate of interest that does not  exceed the anticipated
     Eurocurrency Basic Rate.

          3.2.2.  Notice to  Lenders and Borrowers. The  Agent will inform  each
     Lender (by telephone or otherwise), on the same Banking Day if practicable,
     of each notice received by  it from the Borrower pursuant to  Section 3.2.1
     and of the  Eurocurrency Interest Period  specified in such  notice.   Upon
     determination by the Agent  of the Eurocurrency Rate for  such Eurocurrency
     Interest Period or  in the event no  such election shall  become effective,
     the  Agent will promptly  notify the Borrower  requesting such Eurocurrency
     Pricing  Option  and  each  Lender  (by  telephone  or  otherwise)  of  the
     Eurocurrency  Rate  so  determined or  why  such  election  did not  become
     effective.

          3.2.3.   Selection  of  Eurocurrency Interest  Periods.   Eurocurrency
     Interest Periods shall be selected so that:

          (a)   the minimum  portion of  the  Loan  subject to  any Eurocurrency
     Pricing Option shall be  $250,000 in an Equivalent Amount  of United States
     Funds and  an integral  multiple of  $250,000 in  an  Equivalent Amount  of
     United  States Funds  (or a  similar integral  multiple with  respect to  a
     Foreign Currency);

          (b)     no  more  than  ten  Eurocurrency  Pricing  Options  shall  be
     outstanding at any one time; and 


          (c)   no Eurocurrency Interest Period with  respect to any part of the
     Loan subject to a  Eurocurrency Pricing Option shall expire  later than the
     Final Maturity Date.

          3.2.4.  Additional Interest.  If any portion of the  Loan subject to a
     Eurocurrency Pricing Option is repaid,  or any Eurocurrency Pricing  Option
     is terminated for  any reason  (including acceleration of  maturity), on  a
     date which  is prior to the  last Banking Day of  the Eurocurrency Interest
     Period applicable  to such Eurocurrency  Pricing Option, the  Borrower will
     pay to  the Agent for  the account of each  Lender in accordance  with such
     Lender's  Percentage Interest in  the Loan, in  addition to  any amounts of
     interest  otherwise payable hereunder, an amount equal to the present value
     (calculated in accordance with  this Section 3.2.4) of daily  interest that
     would  have  accrued during  the  unexpired  portion of  such  Eurocurrency
     Interest Period  on the portion of  the  Loan so  repaid, or as  to which a
     Eurocurrency Pricing Option was so terminated, at a per annum rate equal to
     the excess, if  any, of (a) the Eurocurrency Basic  Rate applicable to such
     Eurocurrency  Pricing  Option  minus  (b)  the  rate  of  interest  readily
     obtainable  by the Agent upon  the purchase of  debt securities customarily
     issued  by the  Treasury  of the  United  States of  America  which have  a
     maturity date  approximating  the last  Banking  Day of  such  Eurocurrency
     Interest  Period.  The  present value of such  additional interest shall be
     calculated by discounting the daily amount of such interest for each day in
     the unexpired portion of such Eurocurrency Interest Period from such day to
     the  date of  such repayment or  termination at  a per  annum interest rate
     equal  to the  interest  rate  determined pursuant  to  clause  (b) of  the
     preceding sentence, and by adding all such amounts for all such days during
     such period.   The determination by  the Agent of  such amount of  interest
     shall, in  the absence of manifest  error, be conclusive.   For purposes of
     this Section 3.2.4, if any portion of  the  Loan which was requested by the
     Borrower  to have  been subject  to a  Eurocurrency Pricing  Option  is not
     outstanding on the first day of the Eurocurrency Interest Period applicable
     to such Eurocurrency  Pricing Option  other than for  reasons described  in
     Section  3.2.1,  the  Borrower shall  be  deemed  to  have terminated  such
     Eurocurrency Pricing  Option and the  foregoing provisions of  this Section
     shall apply.

          3.2.5.  Violation  of Legal  Requirements.  If  any Legal  Requirement
     shall prevent any Lender  from funding or maintaining through  the purchase
     of   deposits  in  the  interbank   Eurocurrency  market  or  the  domestic
     certificate of deposit market, as  the case may be, any portion of the Loan
     subject to a Eurocurrency Pricing Option or otherwise from giving effect to
     such Lender's obligations as contemplated by Section 3.2, (a) the Agent may
     by  notice to  the  Borrower terminate  all  of the  affected  Eurocurrency
     Pricing Options,  (b) the portion of  the  Loan subject  to such terminated
     Eurocurrency Pricing Options shall  immediately bear interest thereafter at
     the  Applicable Rate computed  on the  basis of the  Base Rate and  (c) the
     Borrower shall make any payment required by Section 3.2.4.  

          3.2.6.  Taxes.   (a) If (i) any Lender shall  be subject to any Tax or
     (ii) the Borrower shall be  required to withhold or deduct any  Tax (except
     to the extent  such requirement arises  as a result of  the failure of  the
     Agent or any Lender to comply  with Section 3.2.6(b)), the Borrower will on
     demand by the Agent or such Lender, accompanied by the certificate referred
     to below, pay to the Agent for such Lender's account such additional amount
     as is necessary to  enable such Lender to receive  net of any Tax  the full
     amount  of all  payments  of principal  of,  interest on  and  fees payable
     pursuant  to a  Credit Document.   Each  Lender agrees  that if,  after the
     payment  by  the  Borrower  of  any  such  additional  amount,  any  amount
     identifiable as a part of any Tax related thereto is subsequently recovered
     or  used  as a  credit  by such  Lender,  such Lender  shall  reimburse the
     Borrower to the extent  of the amount so recovered or  used.  A certificate
     of an  officer of  such  Lender setting  forth the  amount of  such Tax  or
     recovery or  use and the basis  therefor shall, in the  absence of manifest
     error, be conclusive.


          (b)  Each Lender not incorporated under the laws of  the United States
     of America or any state thereof shall on the date hereof, or, if later, the
     date  on which  such Lender  becomes  a Lender  hereunder,  deliver to  the
     Borrower such certificates, documents or other evidence as the Borrower may
     reasonably  request as  may  be  necessary  to  establish,  under  any  law
     (including  without limitation the Code) which may impose upon the Borrower
     an obligation to withhold any portion of the payments made or to be made by
     it under this Agreement or the Notes, that payments by the Borrower to such
     Lender, or to the Agent for the  account of such Lender, are not subject to
     withholding.  Notwithstanding  any provision  herein to  the contrary,  the
     Borrower shall have  no obligation to  pay to the  Agent or any Lender  any
     amount which the Borrower is liable to withhold due solely to the negligent
     failure of  the  Agent or  any Lender,  as the  case  may be,  to file  any
     statement  of exemption  required by  the Code  or any  other such  form or
     statement  which would  have  the effect  of  reducing or  eliminating  any
     obligation upon the Borrower  to withhold any portion of the  payments made
     or to be made by it under this Agreement or the Notes.

     Without limiting the foregoing, in the event that any Tax is required to be
withheld  from any  payments by  the  Borrower to  any Assignee  (as defined  in
Section  11.1.1 below),  the  amount  payable by  the  Borrower  for any  period
pursuant  to paragraph (a) above  shall not in any event  exceed the amount that
would have been  payable for such period  had the payments made  by the Borrower
during  such period been  made instead to  the initial Lender  hereunder, as the
case  may  be, from  which  such  Assignee's interest  in  the  Loan shall  have
originated.

          3.2.7.   Funding Procedure.  The  Lenders may fund any  portion of the
     Loan subject to a Eurocurrency Pricing Option out of any funds available to
     the Lenders.  Regardless of the source of the funds actually used by any of
     the Lenders  to fund  any portion of  the  Loan  subject to  a Eurocurrency
     Pricing  Option,  however, all  amounts  payable  hereunder, including  the
     interest  rate applicable to any such portion  of the  Loan and the amounts
     payable under Sections 3.2 or 3.4., shall be computed as if each Lender had
     actually  funded such Lender's Percentage  Interest in such  portion of the
     Loan through  the purchase of deposits  in such amount of  the currency and
     type by  which the Eurocurrency Basic  Rate was determined with  a maturity
     the same  as the applicable  Eurocurrency Interest Period  relating thereto
     and, in  the case of a Eurocurrency Pricing Option, through the transfer of
     such deposits from an office of the Lender having the same location as  the
     applicable  Eurocurrency  Office to  one of  such  Lender's offices  in the
     United States of America.

     3.3.  Commitment Fee for Revolving  Loan.  In consideration of the Lenders'
commitments to  make the extensions of  credit provided for in  Section 2.1, the
Borrower will pay to the Agent for the account of the Lenders in accordance with
their  Percentage  Interests,  on  each  Payment  Date  prior  to  the  Revolver
Conversion Date,  and on the Revolver Conversion Date, an amount calculated on a
daily  basis equal to 0.125%  per annum on  the amount by which  (i) the Maximum
Amount of Revolving Credit exceeded (ii) the average daily Revolving Loan in the
Equivalent Amount of United States Funds during such period.  

     3.4.  Capital  Adequacy.    If any  Lender shall  have determined that  (a)
compliance by such Lender with any applicable law, governmental rule, regulation
or  order regarding capital adequacy of banks  or bank holding companies, or any
interpretation or administration thereof  by any governmental authority, central
bank or comparable  agency charged with  interpretation  administration thereof,
or compliance  by such  Lender with any  request or directive  regarding capital
adequacy  (whether or not having the force of  law and whether or not failure to
comply  therewith  would be  unlawful) of  any such  authority, central  bank or
comparable  agency, or any regulation, directive  or request of any authority of
the European Union, has or would have the effect  of reducing the rate of return
on  such  Lender's  (or  any  Person  controlling  such  Lender)  capital  as  a
consequence  of such Lender's obligations hereunder to  a level below that which
such Lender (or any Person controlling  such Lender) could have achieved but for
such compliance (taking  into consideration such Lender's policies  with respect
to  capital adequacy immediately before  such compliance and  assuming that such
Lender's capital  was fully  utilized prior  to  such compliance)  by an  amount
deemed by such Lender to be material, or (b) any change in any Legal Requirement
after the  date hereof shall directly or indirectly (i) reduce the amount of any
sum received or receivable by such Lender  with respect to the Loan, (ii) impose
a cost on such Lender that  is attributable to the making or maintaining  of, or
such Lender's commitment to make, its portion of the Loan, or (iii) require such
Lender to make  any payment on or calculated by reference to the gross amount of
any  amount received by such Lender under any Credit Document, then, in the case
of clause (a) and (b), the Borrower will on demand by  the Agent, accompanied by
the certificate  referred to  below,  pay to  the Agent  from  time to  time  as
specified by such Lenders as are so affected such additional amounts as shall be
sufficient to compensate such  Lenders (or any Person controlling  such Lenders)
for  such reduced  return, reduction,  increased cost  or payment  together with
interest on  each such amount  from five  Banking Days after  the date  demanded
until payment in full thereof at the rate of interest on overdue installments of
principal provided in Section  3.1.  A  certificate of any  officer of any  such
Lender setting forth the amount  to be paid to it and the  basis for computation
thereof hereunder  shall, in the absence  of manifest error, be  conclusive.  In
determining  such amount,  such  Lender may  use  any reasonable  averaging  and
attribution  methods  to  allocate  any  increased costs  in  good  faith  on  a
reasonably equitable basis.  

     3.5.  Computations of  Interest.  For purposes of  this Agreement, interest
(and any amount  expressed as interest) shall  be computed on a daily  basis and
(a) with respect to  any portion of the  Loan subject to a  Eurocurrency Pricing
Option, on the basis of a 360 day  year and (b) with respect to commitment  fees
and any other portion of the Loan, on the basis of a 365 or 366 day year, as the
case may be.

4.  Payment.

     4.1.  Payment at  Maturity.  On the  stated or any accelerated maturity  of
the Revolving Loan or  Term Loan, as the case  may be, the Borrower will  pay to
the  Agent for the account  of each Lender  for credit to the  Revolving Loan or
Term Loan, as the may be, an  amount equal to the Indebtedness evidenced by  the
applicable Notes then due, together with all accrued and unpaid interest thereon
and all other Credit Obligations then outstanding.

     4.2.  Prepayment  of Revolving  Loan.  If  at any  time the Revolving  Loan
exceeds the Maximum Amount of  Revolving Credit, the Borrower will  promptly pay
the amount of such  excess to the Agent for  the account of each  Lender without
premium (except as provided in Section 3.2.4) for credit to the Revolving Notes.

     4.3.   Fixed  Prepayment of  Term  Loan.   On each  Payment Date  after the
Revolver Conversion Date and prior to the Final Maturity Date, the Borrower will
pay an aggregate of 5% of  the Term Loan outstanding on the  Revolver Conversion
Date to the Agent as a fixed prepayment of  the Term Loan, together with accrued
interest on such amount prepaid, and a  final payment on the Final Maturity Date
equal  to 25%  of the  Term Loan  outstanding on  the Revolver  Conversion Date;
provided, that in no  event shall the amount of any such  payment or  prepayment
exceed the  amount of the Term Loan  outstanding at the time  of such payment or
prepayment.

     4.4.  Voluntary Prepayments of Revolving Loan.  In addition  to the payment
or prepayments required by Sections 4.1, 4.2 and 4.3, the Borrower may from time
to time prepay all or any portion of  the Loan (in a minimum amount of  $100,000
in  the Equivalent  Amount of United  States Funds  and an  integral multiple of
$50,000  in the  Equivalent  Amount of  United  States Funds),  without  premium
(except  as provided in  Section 3.2.4).   With respect to  such prepayment, the
Borrower shall give the  Agent at least three Banking Days' prior  notice of its
intention to prepay, specifying the date of payment, the total principal  amount
of the Loan  to be paid on such date and the amount  of interest to be paid with
such prepayment.


     4.5.   Reborrowing; Application of Payments.   The amounts of the Revolving
Loan prepaid pursuant  to Sections 4.2 and  4.4 may be  reborrowed from time  to
time prior to the Revolver Conversion Date in accordance with  Section 2.1.  The
amounts  of the Term  Loan prepaid pursuant  to Sections 4.3  or 4.4 may  not be
reborrowed.  All payments of principal  with respect to the Loan hereunder shall
be  made to the  Agent for  the account  of each Lender  in accordance  with the
Lenders' respective Percentage Interests. 

     4.6.  Currency of Payments.  Any payment of principal of or interest on any
portion of the  Credit Obligations shall be  made in the currency  in which such
portion of  the  Credit Obligations  is  denominated.   All  payments  of  fees,
indemnities, expenses and other amounts owing hereunder shall be made  in United
States Funds.

5.  Conditions.

     5.1.   Conditions to Initial Extension  of Credit.  The  obligations of the
Lenders to make the initial extension of credit under Section 2 shall be subject
to the  satisfaction, on or before  the Initial Closing Date,  of the conditions
set forth in this Section 5.1 and in Section 5.2.

          5.1.1.   Revolving  Notes.   The  Borrower  shall have  executed  this
     Agreement and the Revolving Notes and  delivered them to the Agent for each
     Lender.

          5.1.2.   Reports and Other Documents.   The Agent shall  have received
     the following, each in form and substance satisfactory to the Agent:

               (i)  the audited  Consolidated balance sheet of the  Borrower and
          its  Subsidiaries as at June  30, 1995 and  Consolidated statements of
          income  and  changes in  shareholders' equity  and  cash flows  of the
          Borrower and its Subsidiaries for the fiscal year of the Borrower then
          ended.

               (ii)  the internally  prepared Consolidated balance sheet of  the
          Borrower  and its Subsidiaries as  at March 31,  1996 and Consolidated
          statements  of  income and  changes in  shareholders' equity  and cash
          flows of the Borrower  and its Subsidiaries for the fiscal  quarter of
          the Borrower then ended and for the portion  of the fiscal year of the
          Borrower then ended.

          5.1.3.  Legal Opinion.   The Lenders shall have received from Bingham,
     Dana &  Gould LLP,  special counsel  for the  Borrower, their  opinion with
     respect  to the  transactions contemplated  by the Credit  Documents, which
     opinion shall be in form and substance satisfactory to the Lenders.

     5.2.   Conditions to Extending Credit.   The obligations of  the Lenders to
make any  extension of  credit pursuant  to Section 2  shall be  subject to  the
satisfaction, on or before the Closing Date for such extension of credit, of the
conditions set forth in this Section 5.2. 

          5.2.1.    Representations  and  Warranties; No  Default;  No  Material
     Adverse  Change.  The representations and warranties contained in Section 7
     shall be true and correct on and as of the Closing Date with the same force
     and effect  as though originally  made on and  as of such date;  no Default
     shall exist  on such  Closing  Date prior  to or  immediately after  giving
     effect to  the requested extension of  credit; as of such  Closing Date, no
     Material  Adverse Change shall have  occurred; and the  Borrower shall have
     furnished to the  Agent on the Closing Date a  certificate to these effects
     (and, with respect to the Initial Closing Date, together with a schedule of
     calculations demonstrating, as of the Initial Closing Date, compliance with
     the financial tests set forth in Section 6.5), in substantially the form of
     Exhibit 5.2.1, signed by an Executive Officer or a Financial Officer.

          5.2.2.    Proper  Proceedings.    This  Agreement,  each other  Credit
     Document  and the transactions  contemplated hereby and  thereby shall have
     been authorized by all necessary proceedings of the Borrower and any of its
     Affiliates  party   thereto.     All  necessary  consents,   approvals  and
     authorizations  of any governmental  or administrative agency  or any other
     Person  of any  of the  transactions contemplated  hereby or  by any  other
     Credit Document  shall have been  obtained and shall  be in full  force and
     effect.

          5.2.3.   Legality,  etc.   The making  of  the requested  extension of
     credit  on the Initial Closing Date shall not (i) subject any Lender to any
     penalty or special tax, (ii) be prohibited by any law or governmental order
     or regulation applicable to any Lender  or any Obligor or (iii) violate any
     voluntary   credit  restraint  program  of  the  executive  branch  of  the
     government  of the United States of America,  the Board of Governors of the
     Federal Reserve  System, any  request or directive  of the Central  Bank of
     Ireland or any authority of the European Union or any other governmental or
     administrative  agency so  long  as  any  Lender reasonably  believes  that
     compliance therewith is in the best interests of such Lender.

          5.2.4.   General.  All  legal and corporate  proceedings in connection
     with  the transactions contemplated by this Agreement and each other Credit
     Document shall  be satisfactory in form and substance to the Agent, and the
     Lenders shall have received  copies of all documents, including  records of
     corporate proceedings, appraisals and opinions of counsel, which any Lender
     may have reasonably requested in connection therewith, such documents where
     appropriate   to  be   certified  by   proper  corporate   or  governmental
     authorities.

     5.3.   Conditions  on the  Revolver Conversion  Date.   In addition  to the
conditions specified in Section 5.2, on the Revolver Conversion Date:

          5.3.1.  Term Notes.   The Borrower shall have executed the  Term Notes
     pursuant to Section 2.2 and delivered them to the Agent.

6.   General Covenants.  The  Borrower covenants that,  until all of  the Credit
Obligations shall  have been paid in  full and until the  Lender's commitment to
extend credit under this Agreement and any other Credit Document shall have been
irrevocably terminated, it will comply with such of the following provisions:

     6.1.  Taxes and Other Charges.  The Borrower and its Subsidiaries will duly
pay and discharge,  or cause to  be paid and discharged,  before the same  shall
become   in  arrears  (or  in  conformity  with  customary  trade  terms,  where
applicable) (i)  all taxes, assessments  and other governmental  charges imposed
upon  the  Borrower or  any of  its Subsidiaries  and  its properties,  sales or
activities, or upon the income or profits therefrom, (ii) all  claims for labor,
materials or supplies which if unpaid might by law become a Lien upon any of its
property, and (iii) all accounts payable and other Indebtedness incident  to its
operations; provided, however, that  any such tax, assessment, charge,  claim or
Indebtedness  need not be  paid if the  validity or amount thereof  shall at the
time be contested in good  faith by appropriate proceedings and if  the Borrower
shall, in  accordance with GAAP, have  set aside on its  books adequate reserves
with respect thereto.

     6.2.  Conduct of Business, etc.

          6.2.1.   Types of Business.   The  Borrower will, and  will cause  its
     Subsidiaries to, engage in (i) the business engaged in by  the Borrower and
     its  Subsidiaries on  the  Initial Closing  Date and  businesses reasonably
     related thereto and (ii)  businesses engaged in by Persons  acquired by, or
     whose assets are acquired by, the Borrower or any of its Subsidiaries  in a
     Permitted Acquisition.

          6.2.2.   Maintenance of  Properties; Compliance with  Agreements, etc.
     Each of the  Borrower and its Subsidiaries will (i)  keep its properties in
     such repair, working order and  condition, and from time to time  make such
     repairs, replacements, additions and  improvements thereto as are necessary
     for the  efficient operation of  their businesses  and shall comply  at all
     times  in all material respects  with all franchises,  licenses, leases and
     other material agreements  to which it is a party so as to prevent any loss
     or forfeiture thereof or thereunder, unless compliance is at the time being
     contested in good faith by appropriate proceedings or unless such losses or
     forfeitures  could  not in  the aggregate  result  in any  Material Adverse
     Change and (ii) do all things necessary to preserve, renew and keep in full
     force and  effect and in  good standing its  legal existence  and authority
     necessary to continue  its business; provided,  however, that this  Section
     6.2.2  shall not  apply to assets  or entities disposed  of in transactions
     permitted by Section 6.11.

          6.2.3.   Statutory Compliance.  The Borrower and its Subsidiaries will
     comply in all  material respects  with all valid  and applicable  statutes,
     ordinances,  zoning and building codes  and other rules  and regulations of
     the United  States of  America, of the  states and territories  thereof and
     their  counties, municipalities and  other subdivisions and  of any foreign
     country or other  jurisdictions applicable to  the Borrower  or any of  its
     Subsidiaries,  except  where  compliance therewith  shall  at  the  time be
     contested in good  faith by appropriate proceedings or  where failure so to
     comply could not in the aggregate result in any Material Adverse Change.

     6.3.   Insurance.  The Borrower  and its Subsidiaries will  maintain at all
times,  with financially sound and reputable insurers, insurance with respect to
its properties and  business and  against such casualties  and contingencies  in
such  types  and such  amounts as  shall be  in  accordance with  sound business
practices and reasonably  satisfactory to the Lenders.   Such insurance  will be
deemed satisfactory  so long as  each of the  Borrower and its  Subsidiaries (i)
keeps its physical property insured against fire  and extended coverage risks in
amounts and with deductibles  equal to those generally maintained  by businesses
of similar size engaged in similar activities, (ii) maintains all such  workers'
compensation  or similar  insurance  as  may  be  required  by  law,  and  (iii)
maintains, in amounts and  with deductibles equal to those  generally maintained
by  businesses of  similar size  engaged in  similar activities,  general public
liability insurance against claims  for bodily injury, death or  property damage
occurring  on, in or about the properties  of the Borrower and its Subsidiaries,
and product liability insurance. 

     6.4.  Financial Statements and Reports.   The Borrower and its Subsidiaries
will maintain a system of accounting  in which full and correct entries will  be
made  of all  dealings  and transactions  in  relation to  their businesses  and
affairs  in accordance with GAAP.   The fiscal year of  the Borrower will end on
June 30 in each year.

          6.4.1.  Annual  Statements.  The Borrower will furnish  to the Lenders
     as soon as available and in any event within 120 days after the end of each
     fiscal year, the Borrower's Annual Report on Form 10-K under the Securities
     Exchange   Act  of  1934,  as  amended  for  such  fiscal  year,  including
     comparative figures for the preceding fiscal year, and accompanied by: 

               (i)  unqualified reports or certificates of Ernst & Young LLP (or
          independent  certified  public   accountants  of  recognized  standing
          reasonably  satisfactory to the Agent),  which may be  included in the
          Form 10-K referred to above, to the effect that they  have audited the
          financial  statements contained  therein in  accordance with  GAAP and
          that  such  financial  statements  present  fairly,  in  all  material
          respects, the financial position of the Persons covered thereby at the
          dates  thereof and  the results  of their  operations for  the periods
          covered thereby in conformity with GAAP;

               (ii)  the  statement of  such accountants that  they have  caused
          this Agreement to be reviewed and that in the course of their audit of
          the  Borrower and its Subsidiaries nothing has come to their attention
          to  lead them  to believe  that  any Default  hereunder exists  and in
          particular that they have  no knowledge of any Default  under Sections
          6.5 through 6.15 or, if such is not the case,  specifying such Default
          or possible Default and  the nature thereof, it being  understood that
          the examination of such accountants cannot be relied upon to give them
          knowledge of any  such Default except  as it relates to  accounting or
          auditing matters;

               (iii)   a  certificate  of the  Borrower  signed by  a  Financial
          Officer substantially in the  form of Exhibit 6.4.1 (a) to  the effect
          that such  officer has caused  this Agreement  to be  reviewed by  the
          Borrower  and has no knowledge of any  Default, or if such officer has
          such knowledge,  specifying such Default  and the nature  thereof, and
          what action  the Borrower or, as  the case may be,  its Subsidiary has
          taken, is taking or proposes to take with respect thereto, (b) stating
          what changes,  if any,  have occurred  in GAAP since  the date  of the
          financial  statements described in Section 7.2.1, and (c) containing a
          schedule of computations demonstrating, as of the close of such fiscal
          year, compliance with the Computation Covenants; and

               (iv)  supplements to Exhibits 7.1 and  7.4 showing any changes in
          the  information set forth in  such Exhibits during  such fiscal year,
          including  whether any  Subsidiary previously  listed as  "Dormant" on
          Exhibit 7.1 has commenced  any business operations.

          6.4.2.  Quarterly  Reports.  The Borrower will furnish  to the Lenders
     as soon  as available and,  in any event, within  60 days after  the end of
     each of the  first three fiscal  quarters of the  Borrower, the  Borrower's
     quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as
     amended, accompanied by a certificate of the Borrower signed by a Financial
     Officer substantially in the form of Exhibit 6.4.2:

               (a)  to  the  effect that  such  financial  statements have  been
          prepared in accordance with  GAAP and present fairly, in  all material
          respects,  the financial position of the Borrower and its Subsidiaries
          at  the dates  thereof and  the results  of their  operations  for the
          periods  covered  thereby,  subject  only  to  normal  year-end  audit
          adjustments and the addition of footnotes;

               (b)  to the effect that such officer has caused this Agreement to
          be reviewed by the Borrower and has no knowledge of any Default, or if
          such  officer  has such  knowledge,  specifying such  Default  and the
          nature thereof and  what action the Borrower  has taken, is taking  or
          proposes to take with respect thereto, and

               (c)    containing a  schedule  of  computations by  the  Borrower
          demonstrating, as of the close of such fiscal quarter, compliance with
          the Computation Covenants.

          6.4.3.  Other Reports.  The Borrower will furnish to the Lenders:  

               (i) as soon as practicable but,  in any event, within 20  Banking
          Days after  the issuance thereof, such  registration statements, proxy
          statements and reports, if any, as may be filed by the Borrower or any
          Subsidiary with the Securities and Exchange Commission;

               (ii)   immediately after receipt, any 30-day letter or any 90-day
          letter  from  the  federal  Internal  Revenue  Service  asserting  tax
          deficiencies against the Borrower or any Subsidiary.

          6.4.4.   Notice of Litigation; Notice of  Defaults.  The Borrower will
     promptly furnish  to the  Agent written  notice  of any  litigation or  any
     administrative  or  arbitration proceeding  to  which the  Borrower  or any
     Subsidiary may hereafter become a party which may involve any material risk
     of any judgment which, after giving effect to any applicable insurance, may
     result  in  a claim  of  more than  $500,000  against the  Borrower  or any
     Subsidiary, whether individually or collectively.  Within five Banking Days
     after  acquiring knowledge thereof, the Borrower will notify the Lenders of
     the existence of any Default, specifying the nature thereof and what action
     the Borrower has taken, is taking or proposes to take with respect thereto.


          6.4.5.  ERISA Reports.  The Borrower will:

               (i)  Furnish the Lenders with a copy of any  request for a waiver
          of  the funding standards or  an extension of  the amortization period
          required by sections 303 and 304 of  ERISA or section 412 of the Code,
          promptly  after any Control Group  Person submits such  request to the
          Department of Labor or the Internal Revenue Service;

               (ii)   Notify the Lenders of any  reportable event (as defined in
          section 4043 of  ERISA), unless  the notice  requirement with  respect
          thereto  has been  waived  by regulation,  promptly after  any Control
          Group  Person learns of such reportable event; and furnish the Lenders
          with  a copy  of the notice  of such  reportable event  required to be
          filed  with the  PBGC, promptly  after such  notice is required  to be
          given;

               (iii)  Furnish the Lenders with  a copy of any notice received by
          any Control Group Person  that the PBGC  has instituted or intends  to
          institute proceedings under  section 4042  of ERISA  to terminate  any
          Plan, or that any Multiemployer Plan is insolvent or in reorganization
          status under Title IV of ERISA, promptly after receipt of such notice;

               (iv)  Notify the Lenders of the possibility of the termination of
          any  Plan by its administrator  pursuant to section  4041 of ERISA, as
          soon as any Control Group Person learns of such possibility and in any
          event prior to  such termination; and furnish the Lenders  with a copy
          of any notice to  the PBGC that a Plan  is to be terminated,  promptly
          after any Control Group Person files a copy of such notice; and

               (v)  Notify the Lenders  of the intention of the Borrower  or any
          Control  Group  Person to  withdraw, in  whole  or in  part,  from any
          Multiemployer Plan, prior  to such withdrawal, and,  upon any Lender's
          request from time to  time, of the extent of the liability, if any, of
          such Person  as a  result  of such  withdrawal, to  the  best of  such
          Person's knowledge at such time.

          6.4.6.   Other  Information.  From  time to  time upon  request of any
     authorized officer of the Lenders, the Borrower will furnish to the Lenders
     such  other  information regarding  the  business,  affairs and  condition,
     financial  or otherwise,  of  the Borrower  and  its Subsidiaries  as  such
     officer  may   reasonably  request,  including  copies   of  all  licenses,
     agreements,  contracts, leases and instruments to which the Borrower or its
     Subsidiaries  is party.  Upon  a Default, the  Lenders' authorized officers
     and  representatives shall have the  right during normal  business hours to
     examine the  books and records of the Borrower or its Subsidiaries, to make
     copies,  notes  and  abstracts   therefrom  and  to  make   an  independent
     examination  of its  books and  records, for  the purpose of  verifying the
     accuracy  of  the  reports  delivered  by  any  of  the  Borrower  and  its
     Subsidiaries pursuant  to this  Section 6.4  or otherwise and  ascertaining
     compliance with this Agreement or any other Credit Document.

     6.5.  Certain Financial Tests.

          6.5.1.  Debt Service Coverage.  On the last day of each fiscal quarter
     of  the Borrower,  Consolidated Operating  Cash Flow  for the  four quarter
     period then ending shall equal or exceed 150% of Consolidated Fixed Charges
     for such period.

          6.5.2.   Consolidated Net  Loss.  As  of the  last day of  each month,
     Consolidated  Net Loss  for the  consecutive six  month period  then ending
     shall  not equal or exceed 5%  of Consolidated Tangible Net Worth (measured
     as of the first day of such six month period).

          6.5.3.   Consolidated Total  Liabilities to Consolidated  Tangible Net
     Worth. Consolidated Total Liabilities shall at  all times be less than 150%
     of Consolidated Tangible Net Worth.


          6.5.4.   Consolidated Net Worth.  Consolidated  Net Worth shall at all
     times  equal or exceed $45,000,000; provided, however, that on the last day
     of each  fiscal year of the Borrower, beginning with the fiscal year ending
     on June  30, 1997, such dollar amount shall be increased by an amount equal
     to 50%  of Consolidated  Net Income  (only if  in excess  of zero)  for the
     fiscal year then ended.

     6.6.   Indebtedness.   The Borrower  and its Subsidiaries  will not create,
incur,  assume  or  otherwise become  or  remain  liable  with  respect  to  any
Indebtedness except the following:

          6.6.1.  Indebtedness in respect of the Credit Obligations.

          6.6.2.    Current  liabilities,  other than  for  Financing  Debt  and
     operating  leases, incurred in  the ordinary course  of business; provided,
     however,  that all  such Indebtedness,  including without  limitation trade
     payables, shall be paid in accordance with Section 6.1.

          6.6.3.  To  the extent that payment thereof  shall not at the  time be
     required by  Section 6.1, Indebtedness  in respect  of taxes,  assessments,
     governmental charges and claims for labor, materials and supplies.

          6.6.4.    Indebtedness secured  by  Liens  of carriers,  warehousemen,
     mechanics and landlords permitted by Sections 6.8.5 and 6.8.6.

          6.6.5.  Indebtedness in respect of  judgments or awards (i) which have
     been  in  force for  less than  the applicable  appeal  period, so  long as
     execution  is not levied, or  (ii) in respect of  which the Borrower or its
     Subsidiaries shall  at the time in  good faith be prosecuting  an appeal or
     proceedings for review, so long as execution thereof shall have been stayed
     pending such appeal or review.

          6.6.6.   Indebtedness  with respect  to deferred  compensation in  the
     ordinary  course  of business  and  Indebtedness with  respect  to employee
     benefit   programs   (including   liabilities  in   respect   of   deferred
     compensation, pension  or severance benefits,  early termination  benefits,
     disability benefits,  vacation benefits  and tuition benefits)  incurred in
     the ordinary course of business.

          6.6.7.   Indebtedness in  respect of  customer advances and  deposits,
     deferred income, deferred taxes  and other deferred credits arising  in the
     ordinary course of business.

          6.6.8.   Indebtedness in respect  of inter-company loans  and advances
     among the Borrower and its Subsidiaries which are not prohibited by Section
     6.9.

          6.6.9.   Indebtedness relating  to deferred gains  and deferred  taxes
     existing as of the Initial Closing Date or arising in  connection with sale
     of assets permitted under Section 6.12.

          6.6.10.   Indebtedness  in respect of  obligations outstanding  on the
     Initial  Closing  Date  and described  on  Exhibit  7.4,  and any  renewals
     thereof, but not any increase in the amount thereof.

          6.6.11.  Indebtedness in respect of a line of credit made available to
     the Borrower in an aggregate amount outstanding not to exceed $1,000,000 at
     any one time.

          6.6.12.   Indebtedness  in respect  of (a)  overdraft facilities  made
     available  to  the Chemfab  Ireland  Entities in  an  aggregate outstanding
     amount  not to  exceed 500,000  Punts at  any one  time and  (b) a  foreign
     exchange line  of credit made available  to Chemfab Europe  in an aggregate
     outstanding amount not to exceed 300,000 Punts at any one time.


          6.6.13.   Other  Indebtedness, not  to exceed  an aggregate  amount of
     $3,000,000 (including Indebtedness in respect of Guarantees and Capitalized
     Lease  Obligations or secured by purchase money security interests referred
     to on Exhibit 7.4) in  the Equivalent Amount of United States Funds  at any
     one time outstanding.

     6.7.   Guarantees; Letters  of Credit.   The Borrower and  its Subsidiaries
will not  become or  remain  liable with  respect  to any  Guarantee,  including
reimbursement obligations under letters of credit and other financing guarantees
by third parties, except in connection  with Indebtedness permitted under any of
Sections 6.6.11 through 6.6.13.

     6.8.  Liens.   The Borrower and its Subsidiaries will not (a) create, incur
or enter into,  or (b) suffer to  be created or incurred  or to exist, any  Lien
(including any arrangement  or agreement  which prohibits it  from creating  any
Lien), except the following:

          6.8.1.  Liens included in any Credit Document.

          6.8.2.    Liens to  secure taxes,  assessments and  other governmental
     charges,  to the  extent that  payment  thereof shall  not at  the time  be
     required by Section 6.1.

          6.8.3.  Deposits or pledges made  (i) in connection with, or to secure
     payment of, workers' compensation, unemployment insurance, old age pensions
     or  other social  security,  (ii)  in  connection with  casualty  insurance
     maintained  in accordance with Section 6.3, (iii) to secure the performance
     of bids,  tenders, contracts  (other than  contracts relating  to Financing
     Debt)  or leases, (iv) to secure  statutory obligations or surety or appeal
     bonds, (v) to  secure indemnity, performance or other  similar bonds in the
     ordinary course  of business  or (vi)  in connection with  contests to  the
     extent  that payment thereof shall not at  that time be required by Section
     6.1.

          6.8.4.   Liens in respect of  judgments or awards, to  the extent that
     such judgments or awards are permitted by Section 6.6.5.

          6.8.5.  Liens of  carriers, warehousemen, mechanics and  similar Liens
     or deposits to secure the release thereof.

          6.8.6.   Encumbrances in the  nature of (i)  zoning restrictions, (ii)
     easements,  (iii) restrictions  of record on  the use of  real property and
     (iv)  landlords' and lessors' Liens on rented  premises, which in each case
     do not  materially detract  from the  value of  the encumbered  property or
     impair the use thereof in the business of the Borrower.

          6.8.7.    Capitalized Lease  Obligations  incurred  after the  Initial
     Closing Date and  purchase money  security interests in  or purchase  money
     mortgages on real or  personal property acquired after the  Initial Closing
     Date  to  secure purchase  money Indebtedness  to  the extent  permitted by
     Section 6.6 incurred in  connection with the acquisition of  such property,
     which  security  interests or  mortgages cover  only  the real  or personal
     property so acquired  and proceeds thereof  and reasonable attachments  and
     accessories thereto.

          6.8.8.    Other  existing  Liens  and  Capitalized  Lease  Obligations
     described  on Exhibit  7.4 on  the property  secured by  such Liens  or the
     subject of  such Capitalized Lease as  of the Initial Closing  Date and any
     renewals thereof, but not any increase in the amount thereof.

     6.9.  Investments and Acquisitions.  The Borrower and its Subsidiaries will
not  have outstanding, acquire, commit itself  to acquire or hold any Investment
(including  any Investment consisting of the acquisition of any business) except
for the following:

          6.9.1.  Investments in Cash Equivalents.


          6.9.2.  Trade or  customer accounts or notes receivable  for inventory
     sold or leased or services rendered in the ordinary course of business.

          6.9.3.  Loans or advances to  employees, agents and consultants in the
     ordinary course of business, including, but not limited to, travel, payroll
     and other  expenses incurred in  the ordinary  course of  business, not  to
     exceed $750,000 in the Equivalent Amount of United States Funds  at any one
     time.

          6.9.4.  Capital Expenditures to the extent permitted by Section 6.15.

          6.9.5.  Investments described on Exhibit 7.4.

          6.9.6.  So  long as immediately before and after giving effect thereto
     no  Default exists, acquisitions by  the Borrower of  businesses or assets,
     whether  by acquisition of stock,  assets or by  merger; provided, however,
     that (a) the Borrower will  provide at least 30 days notice to  the Lenders
     prior to such  acquisition; (b) if the aggregate  consideration paid by the
     Borrower with respect to such acquisition is greater than $5,000,000 in the
     Equivalent  Amount of  United  States  Funds,  then,  in  addition  to  the
     requirements  of  subsection  (a)  of  this  Section,  the  Borrower  shall
     demonstrate, based on a  calculation methodology reasonably satisfactory to
     the Agent and certified by a Financial Officer of the Borrower, prospective
     compliance on a Consolidated basis by the Borrower and its Subsidiaries and
     the  company or entity acquired  pursuant to the  relevant acquisition with
     Section  6.5 for  the twelve  month period  beginning on  the date  of such
     acquisition;  and (c) if the  aggregate consideration paid  by the Borrower
     with  respect  to  such acquisition  is  greater  than  $10,000,000 in  the
     Equivalent  Amount of  United  States  Funds,  then,  in  addition  to  the
     requirements of  subsections (a) and (b)  of this Section,  the business or
     assets  so acquired  shall, in the  opinion of  the Lenders,  be engaged in
     activities engaged in  by the Borrower and its Subsidiaries  on the Initial
     Closing  Date and businesses  reasonably related thereto.   Acquisitions by
     the  Borrower pursuant  to and in  compliance with  this Section  6.9.6 are
     referred to as "Permitted Acquisitions".

          6.9.7.  Investments  by the Borrower in the equity  interests of Nitto
     Chemfab Co.,  Ltd.  not  owned by  the  Borrower as  of  the date  of  this
     Agreement.  

     6.10.  Distributions.  The Borrower and its Subsidiaries shall not make any
Distribution except for the following:

          6.10.1.   Subsidiaries of the  Borrower may make  Distributions to the
     Borrower or any Wholly Owned Subsidiary of the Borrower.

          6.10.2.    So  long as  immediately  before  and  after giving  effect
     thereto, no Default  exists, each of the Borrower and  its Subsidiaries may
     declare and pay dividends to its stockholders.

          6.10.3.    So  long as  immediately  before  and  after giving  effect
     thereto,  no Default exists, the Borrower may purchase, redeem or otherwise
     retire any shares  of any class of capital stock  or other equity interests
     of the Borrower.

     6.11.    Merger  and  Dispositions  of  Assets.    The  Borrower   and  its
Subsidiaries will not become a party to any merger or consolidation and will not
sell, sell and  lease back, lease, sublease or  otherwise dispose of any  of its
assets; provided, however, that so long as immediately prior to and after giving
effect thereto there shall exist no Default:

          6.11.1.    The Borrower  and its  Subsidiaries  may sell  or otherwise
     dispose of  (i) inventory in the ordinary course of business, (ii) tangible
     assets to be replaced in the ordinary course of business by other assets of
     equal or greater  value and (iii) tangible assets no  longer used or useful
     in the business of the Borrower; provided, however, that the aggregate fair
     market value (or book value, if greater) of the assets sold or disposed  of
     pursuant  to this clause (iii)  shall not in any  fiscal year exceed 10% of
     the Borrower's Consolidated total assets determined in accordance with GAAP
     on a  Consolidated basis  as of  the first  day  of such  fiscal year;  and
     provided,  further, that  in no  event  shall the  Borrower or  any of  its
     Subsidiaries  be permitted  to  sell or  otherwise  dispose of  any  equity
     interests in  any  Subsidiary other  than  pursuant to  a  transfer to  the
     Borrower or a Wholly Owned Subsidiary of the Borrower.

          6.11.2.   The Borrower may engage in acquisitions permitted by Section
     6.9.

     6.12.  ERISA.   Each of  the Borrower and its  Subsidiaries will meet,  and
will cause all Control Group Persons  to meet, all minimum funding  requirements
applicable to them  with respect to any Plan pursuant to section 302 of ERISA or
section  412  of  the  Code,  without  giving  effect  to  any  waivers of  such
requirements  or extensions  of the  related amortization  periods which  may be
granted.  Each of the Borrower and  its Subsidiaries will comply, and will cause
all  Control  Group  Persons  to comply,  in  all  material  respects, with  the
provisions of ERISA and the Code applicable to each Plan.  At no time  shall the
Accumulated Plan Benefit Obligations under any  Plan that is not a Multiemployer
Plan exceed the fair market value of  the assets of such Plan allocable to  such
benefits by more than $2,000,000.

     6.13.  Transactions  with Affiliates.   The Borrower  and its  Subsidiaries
shall not  effect any transaction with  any of their Affiliates  (except for the
Borrower and its Subsidiaries) on a basis less favorable to the Borrower and its
Subsidiaries than would be the case if such transaction had been effected with a
non-Affiliate.  

     6.14.  Issuance of Stock by Subsidiaries; Subsidiary Distributions.

          6.14.1.  Issuance of Stock by Subsidiaries.  No Subsidiary shall issue
     or sell any  shares of its  capital stock or  other evidence of  beneficial
     ownership to  any  Person  other  than  a  Borrower  or  any  Wholly  Owned
     Subsidiary of the Borrower.

          6.14.2.   No Restrictions on Subsidiary Distributions.  Except for the
     restrictions contained in the  Credit Documents and as otherwise  set forth
     on Exhibit 6.14.2, neither the Borrower nor any Subsidiary shall enter into
     or be bound by any agreement (including covenants requiring the maintenance
     of specified amounts of net worth or working capital) restricting the right
     of  any Subsidiary  to  make Distributions  or extensions  of  credit to  a
     Borrower (directly or indirectly through another Subsidiary).

     6.15.   Limit on Capital  Expenditures.  The  Borrower and its Subsidiaries
will not  make Capital  Expenditures exceeding $10,000,000  (excluding Permitted
Acquisitions  pursuant  to Section  6.9.6) in  the  Equivalent Amount  of United
States Funds in the aggregate in any calender year.

7.  Representations  and Warranties.  In  order to induce the Lenders  to extend
credit to the Borrower hereunder, the Borrower represents and warrants that:

     7.1.  Organization and Business.

          7.1.1.   The Borrower.  The  Borrower is a duly  organized and validly
     existing  corporation, in good standing,  under the laws  of Delaware, with
     all power and  authority, corporate  or otherwise, necessary  to (i)  enter
     into and perform this Agreement and  each other Credit Document to which it
     is party,  and  (ii) own  its  properties and  carry  on the  business  now
     conducted  or proposed to be  conducted by it.  The  Borrower has taken all
     corporate action  required to execute,  deliver and perform  this Agreement
     and  each other Credit Document to which it  is party.  Certified copies of
     the  charter and by-laws of the Borrower  have been previously delivered to
     the Agent and are correct and complete.   Exhibit 7.1, as from time to time
     hereafter supplemented  in  accordance with  Section  6.4 or  otherwise  by
     written  notice  to  the  Lenders,  sets  forth  (a)  the  jurisdiction  of
     incorporation  of the  Borrower, (b)  the address  of the  Borrower's chief
     executive office and chief place  of business and (c) the name  under which
     the Borrower conducts its business and  the jurisdictions in which the name
     is used.

          7.1.2.    Subsidiaries.   Each  Subsidiary  of  the  Borrower is  duly
     organized, validly  existing and  in good  standing under the  laws of  the
     jurisdiction  in which  it  is organized,  with  all power  and  authority,
     corporate or  otherwise, necessary to own  its properties and carry  on the
     business now conducted or proposed to be conducted by it.  Certified copies
     of  the Charter and  By-laws of each  of the Chemfab  Ireland Entities have
     been  previously delivered  to  the Agent  and  are correct  and  complete.
     Exhibit 7.1, as from time to time hereafter supplemented in accordance with
     Section 6.4, sets forth, as of June  30, 1996 and thereafter as of the  end
     of  the  most  recent fiscal  year  or  quarter  for  which such  financial
     statements  are required to be furnished,  (i) the name and jurisdiction of
     organization  of each Subsidiary, (ii)  the address of  the chief executive
     office and  principal place of business of each Subsidiary, (iii) each name
     under  which each Subsidiary conducts its business and the jurisdictions in
     which each such name is  used, (iv) whether any such Subsidiary,  by virtue
     of not conducting any business operations, is dormant and (v) the number of
     authorized and issued shares and ownership of each such Subsidiary.

          7.1.3.   Qualification.  Except as  set forth on Exhibit  7.1, each of
     the  Borrower and  its Subsidiaries  is duly  and legally  qualified to  do
     business as a foreign corporation and is in good standing in each state  or
     jurisdiction  in  which  such   qualification  is  required  and   is  duly
     authorized, qualified and licensed  under all laws, regulations, ordinances
     or orders  of public authorities, or otherwise, to carry on its business in
     the places and in the manner in  which it is conducted, except for failures
     to be so qualified, authorized or licensed which would not in the aggregate
     result, or  pose  a material  risk of  resulting, in  any Material  Adverse
     Change.

     7.2.  Financial Statements and Other Information; Certain Agreements.

          7.2.1.   Financial Statements and Other Information.  The Borrower has
     previously  furnished to  the Lenders  copies  of the  Consolidated balance
     sheet of  the Borrower and  its Subsidiaries as  at June 30,  1996, and the
     Consolidated statements of income and  Consolidated statement of changes in
     shareholders'  equity and cash flows  of the Borrower  and its Subsidiaries
     for the fiscal year of the Borrower then ended.

          The  Consolidated financial  statements (including the  notes thereto)
     referred  to above were prepared in accordance with GAAP and fairly present
     the financial position  of the  Persons covered thereby  at the  respective
     dates thereof and  the results of their operations for  the periods covered
     thereby.   Neither the Borrower nor  any of its Subsidiaries  has any known
     material contingent liability  which is  not reflected in  the most  recent
     balance sheet referred to above or the notes thereto.

          7.2.2.   Certain Agreements.  The Borrower has previously furnished to
     the Lenders correct and complete  copies, including all exhibits, schedules
     and amendments thereto, of the  following agreements, each as in effect  on
     the Initial Closing Date (the "Material Agreements"):

               (a)  Nitto Chemfab Joint Venture Agreement.

     7.3.  Changes in Condition.   No Material Adverse Change has  occurred, and
since  June 30, 1995 the Borrower has  not entered into any material transaction
outside the ordinary course of business except for the transactions contemplated
by this Agreement and the other Material Agreements.

     7.4.  Agreements  Relating to  Financing Debt, Investments,  etc.   Exhibit
7.4, as  from time to time hereafter supplemented in accordance with Section 6.4
or otherwise by written notice to the Lenders, sets forth (i) the amounts (as of
the dates indicated in Exhibit 7.4, as so supplemented) of all Financing Debt of
the Borrower  and all agreements which  relate to such Financing  Debt, (ii) all
Liens  and  Guarantees  with  respect  to such  Financing  Debt  and  (iii)  all
agreements  which  directly  or indirectly  require  the  Borrower  to make  any
Investment.   The Borrower has  furnished the  Agent with  correct and  complete
copies  of  any agreements  described  in  clauses  (i), (ii)  and  (iii)  above
requested by the Lenders.

     7.5.   Title to Assets.   The Borrower and  its Subsidiaries have  good and
marketable title to all assets necessary for or used in the  operations of their
respective businesses as now conducted  or proposed to be conducted by  them and
reflected in the most recent balance sheet referred  to in Section 7.2.1 (or the
balance sheet most  recently furnished to the Lenders pursuant to Sections 6.4.1
or 6.4.2  or otherwise  by written  notice to  the Lenders),  and to all  assets
acquired  subsequent to  the date  of such  balance sheet,  subject to  no Liens
except for those permitted by  Section 6.8 and except for assets disposed  of as
permitted by Section 6.11.

     7.6.  Licenses,  etc.  The Borrower and its  Subsidiaries have all patents,
patent  applications,  patent  licenses, patent  rights,  trademarks,  trademark
rights,  trade  names,  trade  name rights,  copyrights,  licenses,  franchises,
permits, authorizations and other rights as are necessary for the conduct of its
business as  now conducted  or  proposed to  be conducted  by it.    All of  the
foregoing are  in full force and  effect, and the Borrower  and its Subsidiaries
are in substantial compliance with the foregoing without any known conflict with
the  valid rights  of others  which has resulted,  or poses  a material  risk of
resulting, in any Material Adverse Change.  No event has occurred which permits,
or  after notice  or  lapse of  time or  both  would permit,  the  revocation or
termination of any such license,  franchise or other right or affect  the rights
of the Borrower  or any of  its Subsidiaries thereunder so  as to result  in any
Material Adverse Change.  There is  no litigation or other proceeding or dispute
with respect  to the validity or, where applicable, the extension or renewal, of
any of the foregoing which has resulted, or poses  a material risk of resulting,
in any Material Adverse Change.

     7.7.   Litigation.  No litigation, at  law or in equity,  or any proceeding
before any court,  board or other governmental  or administrative agency or  any
arbitrator is pending or, to the knowledge of the Borrower, threatened which may
involve any material risk of any final judgment, order or liability which, after
giving  effect to  any applicable insurance,  has resulted, or  poses a material
risk of resulting, in any Material Adverse  Change or which seeks to enjoin  the
consummation,  or which  questions  the validity,  of  any of  the  transactions
contemplated by  this  Agreement or  any other  Credit Document.   No  judgment,
decree  or order  of any court,  board or  other governmental  or administrative
agency or any arbitrator  has been issued against  or binds the Borrower or  any
Subsidiary which  has resulted, or  poses a material  risk of resulting,  in any
Material Adverse Change. 

     7.8.  Tax Returns.  Each of the Borrower and its Subsidiaries has filed all
material tax and  information returns which are  required to be filed by  it and
has paid, or made adequate provision for the payment of, all taxes which have or
may become  due pursuant to  such returns or  to any assessment  received by it.
The Borrower knows of no material  additional assessments or any basis therefor.
The Borrower reasonably believes that the charges, accruals  and reserves on the
books  of  the Borrower  and  its  Subsidiaries in  respect  of  taxes or  other
governmental charges are adequate.

     7.9.  No Legal Obstacle to  Agreements.  Neither the execution and delivery
of this Agreement or any other Credit Document, nor the making of any borrowings
hereunder,  nor  the  consummation   of  any  transaction  referred  to   in  or
contemplated by this Agreement or any other Credit Document, nor the fulfillment
of the  terms hereof or thereof or  of any other agreement,  instrument, deed or
lease  referred  to  in  this  Agreement  or  any  other  Credit  Document,  has
constituted or resulted in or will constitute or result in:


          (i)  any  breach or termination  of the provisions  of any  agreement,
     instrument, deed  or lease  to which  the Borrower or  any Subsidiary  is a
     party  or  by which  it  is bound,  or  of the  charter  or by-laws  of the
     Borrower;

          (ii)    the  violation  of  any  law,  statute,  judgment,  decree  or
     governmental  order, rule or regulation  applicable to the  Borrower or any
     Subsidiary;

          (iii)  except as set forth in the Credit Documents, the creation under
     any agreement, instrument, deed or lease of any Lien upon any of the assets
     of the Borrower or any of its Subsidiaries; or

          (iv)  any redemption, retirement or other repurchase obligation of the
     Borrower under any charter, by-law, agreement, instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing with,
any governmental or administrative authority or any other Person is required  to
be  obtained or made by the Borrower  in connection with the execution, delivery
and performance of  this Agreement, the Notes or any  other Credit Document, the
transactions  contemplated  hereby or  thereby or  the  making of  any borrowing
hereunder which has not been obtained or made prior to the Initial Closing Date.


     7.10.  Defaults.   Neither the  Borrower nor any  Subsidiary is in  default
under any provision of its  charter or by-laws or of this Agreement or any other
Credit Document.   Neither the Borrower  nor any Subsidiary is  in default under
any provision  of any agreement, instrument, deed or  lease to which it is party
or  by which  it or its  property is bound,  or has violated  any law, judgment,
decree or governmental order,  rule or regulation,  so as to  result, or pose  a
material risk of resulting, in any Material Adverse Change.

     7.11.  Certain Business Representations.  

          7.11.1.  Environmental  Compliance.   Except as set  forth on  Exhibit
     7.11.1,

          (i)  each of the Borrower and its Subsidiaries is in compliance in all
     material  respects  with the  Clean Air  Act,  the Federal  Water Pollution
     Control Act,  the  Marine  Protection Research  and  Sanctuaries  Act,  the
     Resource  Conservation   and  Recovery  Act  of   1976,  the  Comprehensive
     Environmental  Response, Compensation  and  Liability Act  and any  similar
     state or local statute or regulation in effect in any jurisdiction in which
     any properties of  the Borrower or any Subsidiary are  located or where any
     of them conducts its business, and with all applicable published  rules and
     regulations  (and  applicable standards  and  requirements)  of the  United
     States  Environmental Protection  Agency  and of  any  similar agencies  in
     states  or  foreign countries  in which  the  Borrower or  its Subsidiaries
     conducts its business  other than those  which in  the aggregate could  not
     result in a Material Adverse Change.  

         (ii)   no suit, claim, action or  proceeding, of which the Borrower has
     been given notice or otherwise to  its knowledge, is now pending before any
     court, governmental  agency or board or  other forum, or to  the Borrower's
     knowledge,  threatened by any Person (nor to the Borrower's knowledge, does
     any factual basis exist therefor) for,  and neither the Borrower nor any of
     its  Subsidiaries has received any written correspondence from any federal,
     state or local governmental authority with respect to:

               (a) noncompliance by the Borrower or any of its Subsidiaries with
          any such environmental law, rule or regulation, 

               (b)  personal injury,  wrongful death  or other  tortious conduct
          relating to materials, commodities  or products used, generated, sold,
          transferred or manufactured by the Borrower or any of its Subsidiaries
          (including  but  not  limited  to  products  made  of,  containing  or
          incorporating asbestos, lead or other hazardous materials, commodities
          or toxic substances), or 

               (c) the  release into the environment  by the Borrower or  any of
          its Subsidiaries of  any Hazardous Material generated  by the Borrower
          or any of  its Subsidiaries whether or not  occurring at or on  a site
          owned, leased or operated by the Borrower or any of its  Subsidiaries;


          (iii)  none of  the properties owned or leased by  the Borrower or any
     of its Subsidiary  has been used as a treatment,  storage or disposal site;
     and   

          (iv)  no  Hazardous Material is present in any real property currently
     or formerly  owned or operated by  the Borrower or any  of its Subsidiaries
     except that which could not result in a Material Adverse Change.

          7.11.2.   Burdensome Obligations.   The Borrower  is not  party to  or
     bound by any agreement, instrument, deed or lease and is not subject to any
     charter,  by-law  or  other  restriction  which,  in  the  opinion  of  the
     management  of  the  Borrower,  is  so unusual  or  burdensome  as  in  the
     foreseeable future  to result, or pose  a material risk of  resulting, in a
     Material Adverse Change.

          7.11.3.  Future Expenditures.   The Borrower does not  anticipate that
     future expenditures, if any, by the  Borrower needed to meet the provisions
     of  any then  existing  federal, state  or  foreign governmental  statutes,
     orders, rules or regulations will  be so burdensome as to result, or pose a
     material risk of resulting, in any Material Adverse Change.

     7.12.  Pension Plans.  Neither the Borrower nor any Subsidiary has any Plan
in effect as of the date hereof except for Plans of which the Lenders  have been
notified in writing and are in compliance with Section 6.12.

     7.13.  Disclosure.  Neither this Agreement nor any other Credit Document to
be furnished to the Lenders by or on behalf of the Borrower or any Subsidiary in
connection  with the transactions contemplated hereby or by such Credit Document
contains any untrue statement of material fact or omits to state a material fact
necessary  in order  to  make the  statements  contained herein  or therein  not
misleading in light of the circumstances under which they were made.  No fact is
actually known to the Borrower which  has resulted, or in the future (so  far as
the Borrower  can reasonably foresee) will  result, or poses a  material risk of
resulting, in any Material Adverse Change, except to the extent  that present or
future general economic conditions may result in a Material Adverse Change.

8.  Defaults.

     8.1.  Events of  Default.  The following events are referred  to as "Events
of Default":

          8.1.1. The Borrower shall fail to make any payment in respect of:  (i)
     interest or any fee on or in respect of any of  the Credit Obligations owed
     by it as  the same  shall become due  and payable,  and such failure  shall
     continue for a period of five Banking Days, or (ii) principal of any of the
     Credit  Obligations owed  by it as  the same  shall become  due, whether at
     maturity or by acceleration  or otherwise, and such failure  shall continue
     for a period of two days.

          8.1.2.  The Borrower or any  of its Subsidiaries shall fail to perform
     or observe any of the provisions  of (a) Sections 6.6, 6.8(b), 6.9  or 6.12
     and such failure shall continue for a period of seven days, or (b) Sections
     6.4, 6.5, 6.7, 6.8(a), 6.10, 6.11, 6.13, 6.14 or 6.15. 

          8.1.3.   The Borrower  or  any of  its Subsidiaries  or  any of  their
     respective Affiliates party to any Credit Document shall fail to perform or
     observe  any  other covenant,  agreement or  provision  to be  performed or
     observed  by it  under this Agreement  or any  other Credit  Document after
     giving effect to the  applicable grace periods, and such  failure shall not
     be rectified or cured to the  written satisfaction of the Majority  Lenders
     within 15 days after notice thereof by the Agent to the Borrower.

          8.1.4.   Any  representation  or warranty  of or  with respect  to the
     Borrower, any Subsidiary or any of their respective Affiliates party to any
     Credit Document made  to the Lenders in, pursuant to  or in connection with
     this Agreement  or any other Credit Document shall prove to have been false
     in  any  material respect  upon  the  date  when  made and  the  condition,
     transaction or event  which causes  such representation or  warranty to  be
     false has had a Material Adverse Change.

          8.1.5.  (i) The Borrower or any of its Subsidiaries shall fail to make
     any payment when due (after giving  effect to any applicable grace periods)
     in  respect of  any  Financing Debt  (other  than the  Credit  Obligations)
     outstanding  in  an  aggregate amount  of  principal  and  accrued interest
     exceeding $500,000 in the Equivalent Amount of United States Funds;

               (ii)  The  Borrower or  any Subsidiary shall  fail to perform  or
          observe  the terms of any  agreement relating to  such Financing Debt,
          and such failure or condition shall continue, without having been duly
          cured, waived or  consented to, beyond  the period of  grace, if  any,
          specified in  such  agreement, and  such  failure or  condition  shall
          permit the acceleration of such Financing Debt;

               (iii) any such Financing  Debt of the Borrower or  any Subsidiary
          shall be  accelerated or become  due or  payable prior  to its  stated
          maturity for  any reason whatsoever (other  than voluntary prepayments
          thereof);

               (iv) any Lien  on any property of the Borrower  or any Subsidiary
          securing any such Financing  Debt shall be enforced by  foreclosure or
          similar action; or

               (v)   any holder  of any such  Financing Debt shall  exercise any
          right of rescission with respect to the issuance thereof.

          8.1.6.  Except  as permitted  by Section 6.11  or as a  result of  any
     dissolution,  liquidation  or winding  up  of any  Subsidiary  indicated on
     Exhibit  7.1 or, if applicable, the most recent supplement thereof provided
     to the Lenders in accordance with Section 6.4.1(iv), as being dormant or in
     dissolution, the Borrower shall  cease to own, directly or  indirectly, the
     capital stock  of any  of its Subsidiaries  owned by it  as of  the Initial
     Closing Date.  

          8.1.7.  Any  Credit Document shall cease,  for any reason  (other than
     the scheduled termination  thereof in accordance with its terms),  to be in
     full  force and  effect, or the  Borrower, any  Subsidiary or  any of their
     respective Affiliates party thereto shall so assert.

          8.1.8.  A final judgment which, with other outstanding final judgments
     against  the Borrower and its Subsidiaries, exceeds an aggregate of $50,000
     in the Equivalent  Amount of United States Funds shall  be rendered against
     the  Borrower or any of its Subsidiaries  or Affiliates party to any Credit
     Document and if,  within 60 days  after entry thereof, such  judgment shall
     not have been discharged or execution thereof stayed pending appeal, or if,
     within  60 days after the expiration of  any such stay, such judgment shall
     not have been discharged.

          8.1.9.   The  Borrower,  any Subsidiary  or  any of  their  respective
     Affiliates  (where such Affiliate is  obligated with respect  to any Credit
     Obligation) shall:


               (i)    commence a  voluntary case  under  the Bankruptcy  Code or
          authorize, by  appropriate proceedings of  its board  of directors  or
          other governing body, the commencement of such a voluntary case;

               (ii)   have filed against it a petition commencing an involuntary
          case under the  Bankruptcy Code  which shall not  have been  dismissed
          within 60 days after the date on which such petition is filed; or file
          an answer or  other pleading  within such 60-day  period admitting  or
          failing  to  deny  the material  allegations  of  such  a petition  or
          seeking, consenting to or acquiescing in the relief therein provided;

               (iii)    have entered  against  it an  order  for  relief in  any
          involuntary case commenced under the Bankruptcy Code;

               (iv)   seek relief as  a debtor  under any applicable  law, other
          than  the  Bankruptcy  Code,  of  any  jurisdiction  relating  to  the
          liquidation  or reorganization  of debtors  or to the  modification or
          alteration of the  rights of creditors, or consent  to or acquiesce in
          such relief;

               (v)  have entered against  it an order by  a court  of  competent
          jurisdiction  (a) finding it to be bankrupt or insolvent, (b) ordering
          or approving  its liquidation,  reorganization or any  modification or
          alteration  of the rights of its creditors or (c) assuming custody of,
          or appointing a  receiver or other custodian for, all or a substantial
          portion of its property; or 

               (vi)   make  an assignment for  the benefit  of, or  enter into a
          composition  with,  its  creditors,  or  appoint,  or  consent to  the
          appointment  of, or  suffer to  exist the  appointment of  a receiver,
          examiner,  other  similar officer  or other  custodian  for, all  or a
          substantial portion of its property.

          8.1.10.   Any Control Group Person shall  fail to pay when due amounts
     aggregating in excess of $500,000 which  it shall have become liable to pay
     to the PBGC  or to a Plan under  Title IV of ERISA; or notice  of intent to
     terminate a Material  Plan shall be  filed under Title  IV of ERISA by  any
     Control  Group  Person  or  administrator;  or  the  PBGC  shall  institute
     proceedings under Title IV of  ERISA to terminate or to cause  a trustee to
     be  appointed to  administer any  Material  Plan or  a proceeding  shall be
     instituted by  a fiduciary of any  Material Plan against  any Control Group
     Person to enforce section  515 or 4219(c)(5) of  ERISA and such  proceeding
     shall not  have been dismissed  within 30  days thereafter; or  a condition
     shall exist  by reason  of which  the PBGC  would be  entitled to  obtain a
     decree adjudicating that any Material Plan must be terminated.

          8.1.11. Any person  or group of persons (within the meaning of Section
     13  or 14 of the  Exchange Act, but excluding persons  who are directors or
     officers of the Borrower  on the date of this Agreement  who continue to be
     directors or officers) shall have acquired beneficial ownership (within the
     meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
     under said Act) of 33% or more of the outstanding shares of common stock of
     the Borrower  or the  percentage of  the voting power  required to  elect a
     majority of the board of directors of the Borrower.

     8.2.  Certain Actions  Following an Event of Default.   If any one  or more
Events of Default shall occur, then in each and every such case:

          8.2.1.  No Obligation to Extend Credit.  Upon notice from the Agent to
     the Borrower, the obligations of the Lenders to make any further extensions
     of credit hereunder shall terminate.

          8.2.2.   Specific Performance; Exercise  of Rights.   The Agent shall,
     upon  written request  of  the Majority  Lenders,  proceed to  protect  and
     enforce the Lenders'  rights by suit in equity, action  at law and/or other
     appropriate  proceeding, either for specific performance of any covenant or
     condition contained in  this Agreement or  any other Credit Document  or in
     any  instrument or  assignment delivered  to the  Lenders pursuant  to this
     Agreement  or any other Credit Document,  or in aid of  the exercise of any
     power granted  in this Agreement or  any other Credit Document  or any such
     instrument or assignment.

          8.2.3.  Enforcement of Payment; Setoff.  The Agent shall, upon written
     request of the Majority Lenders,  proceed to enforce payment of  the Credit
     Obligations  in such  manner as  the Majority  Lenders may  elect,  and the
     Lenders may  offset and apply  toward the  payment of such  balance (and/or
     toward the  curing  of any  Event  of Default)  any Indebtedness  from  the
     Lenders to the Borrower, including any Indebtedness represented by deposits
     in any account maintained  with the Lenders, regardless of  the adequacy of
     any security for the Credit Obligations, and the Lenders shall have no duty
     to determine  the adequacy of any such security in connection with any such
     offset.

          8.2.4.  Acceleration.   The Agent shall,  upon written request of  the
     Majority  Lenders, by notice in writing to  the Borrower declare all or any
     part of the unpaid balance of the Credit Obligations then outstanding to be
     immediately  due and  payable, and  thereupon such  unpaid balance  or part
     thereof  shall become so due  and payable without  presentation, protest or
     further demand  or notice of  any kind, all  of which are  hereby expressly
     waived;  provided,  however,  that  if  a  Bankruptcy  Default  shall  have
     occurred, the unpaid balance of the Credit Obligations shall  automatically
     become immediately due and payable.

          8.2.5.   Cumulative  Remedies.    To  the  extent  not  prohibited  by
     applicable law which cannot be waived, all of the Lenders' rights hereunder
     and under each other Credit Document shall be cumulative.

     8.3.   Annulment of  Defaults.  Any  Default or  Event of Default  shall be
deemed to exist and to be continuing for any purpose of this Agreement until the
Majority  Lenders or the Agent (with the  consent of the Majority Lenders) shall
have  waived such Default or Event of Default in writing, stated in writing that
the same has been cured to such Lenders' reasonable satisfaction or entered into
an amendment to this Agreement which by its express terms cures  such Default or
Event of Default.  No such action by the Lenders or the Agent shall extend to or
affect any subsequent Default  or Event of Default  or impair any rights  of the
Lenders  upon the  occurrence thereof.   The making  of any  extension of credit
during the  existence of any Default or Event  of Default shall not constitute a
waiver thereof.

     8.4.   Waivers.  The Borrower hereby waives to the extent not prohibited by
applicable law:

          (i)     all   presentments,  demands   for  performance,   notices  of
     nonperformance (except to  the extent  required by the  provisions of  this
     Agreement or any other  Credit Document), protests, notices of  protest and
     notices of dishonor,

          (ii)   any requirement of diligence  or promptness on the  part of any
     Lender in  the enforcement of its rights under this Agreement, the Notes or
     any other Credit Document,

          (iii)  any and all  notices of every kind and description which may be
     required to  be given by  any statute or  rule of law, except  as expressly
     required in any Credit Document, and

          (iv)   any  defense of  any kind  (other than indefeasible  payment in
     full) which  it may  now or  hereafter have with  respect to  its liability
     under  this  Agreement, the  Notes  or any  other Credit  Document  or with
     respect to the Credit Obligations.


9.  Expenses; Indemnity.

     9.1.  Expenses.   Whether or not the transactions contemplated hereby shall
be consummated, the Borrower will bear 

          (i)  all reasonable  out of pocket expenses of the  Lenders (including
     the  reasonable fees and disbursements of  the special counsel to the Agent
     not to exceed $35,000)  in connection with the preparation  and duplication
     of   this  Agreement,   each  other   Credit  Document,   the  transactions
     contemplated  hereby  and  thereby  and each  closing  hereunder,  and  any
     amendments, modifications, approvals, consents or waivers hereunder;

          (ii)  all recording and filing fees and transfer and documentary stamp
     and similar taxes  at any time  payable in respect  of this Agreement,  any
     other Credit Document or the incurrence of the Credit Obligations; and 

          (iii)   to the extent not prohibited  by applicable law that cannot be
     waived,  after the occurrence and during  the continuance of any Default or
     Event of Default, all other reasonable expenses incurred by the Lenders  or
     the holder of any Credit  Obligation in connection with the  enforcement of
     any rights hereunder or under any other Credit Document, including costs of
     collection and reasonable attorneys' fees (including a reasonable allowance
     for  the hourly  cost of attorneys  employed by  the Lenders  on a salaried
     basis) and expenses.  

     9.2.  General Indemnity.  The Borrower will indemnify the  Lenders and hold
them harmless from any liability, loss or damage resulting from the violation by
the Borrower of Section 2.3.  The Borrower will also indemnify each Lender, each
of the Lenders' directors, officers and employees, and each Person,  if any, who
controls any Lender (each Lender and each of such directors, officers, employees
and control Persons is  referred to as  an "Indemnitee") and  hold each of  them
harmless  from  and  against  any  and  all  claims,  damages,  liabilities  and
reasonable expenses (including reasonable fees and disbursements of counsel with
whom  any  Indemnitee may  consult in  connection  therewith and  all reasonable
expenses of litigation or  preparation therefor) which any Indemnitee  may incur
or which  may  be  asserted  against  any  Indemnitee  in  connection  with  any
litigation  or  investigation  involving   the  Borrower,  any  Subsidiaries  or
Affiliates, or any officer, director or employee thereof (including the Lenders'
compliance with or contest of any  subpoena or other process issued against them
in any proceeding  involving the  Borrower or any  Subsidiaries or  Affiliates),
other than litigation commenced by the Borrower against the Lenders which  seeks
enforcement  of any of the  rights of the Borrower  hereunder or under any other
Credit Document and is finally determined adversely to the Lenders and except to
the  extent  such  claims, damages,  liabilities  and  expenses  result from  an
Indemnitee's gross negligence or willful misconduct.

     9.3.    Indemnity  with Respect  to  Foreign  Currency  Transactions.   The
Borrower waives, to  the extent it may lawfully do so,  any right it may have in
any  jurisdiction to  pay any  Credit Obligation  in a  currency other  than the
currency in  which such Credit Obligation  is expressed to be  payable under the
Credit Documents.  If a judgment or order is rendered by a court or  tribunal of
competent jurisdiction for the payment of any amounts owing to the Lenders under
any  Credit Document,  or under  a judgment  or order  of a  court of  any other
jurisdiction in respect thereof, and any  such judgment or order is expressed in
a currency (the "Payment Currency") other than the currency agreed to be payable
under  the Credit  Documents (the  "Agreed Currency"),  or in  the event  of any
payment  being  made in  any  currency other  than  the Agreed  Currency whether
pursuant to the liquidation of any Borrower or otherwise, the Borrower shall, to
the extent permitted  by applicable law, indemnify and hold the Lenders harmless
against  any deficiency  arising or  resulting from  any variation  in rates  of
exchange  between  (a) the  rate at  which any  amount  expressed in  any Agreed
Currency for purposes of any Credit Document is converted for the purpose of any
such  judgment,  order  or payment  into  an equivalent  amount  in  the Payment
Currency,  and (b)  the rate  at which  at the  time of  payment of  such amount
pursuant  to any Credit Document such Agreed  Currency could be purchased by the
Agent with the  Payment Currency in the  spot market in the place  at which such
payment was to have been made.


10.  Operations.

     10.1.  Interests in Credits.  The percentage interest of each Lender in the
Loan shall be computed based on the  maximum principal amount for each Lender as
set forth  in Exhibit 10.1.   The foregoing  percentage interests,  as otherwise
adjusted as  the Lenders  may  from time  to time  agree  among themselves,  are
referred to as the "Percentage Interests" with respect to  all or any portion of
the Loan.    References  in  any  Credit Document  to  the  Lenders'  respective
Percentage Interests are to such interests as from time to time in effect.  

     10.2.  Agent's Authority to Act.   Each of the Lenders hereby appoints  and
authorizes the Agent to act for the Lenders  as the Lenders' Agent in connection
with  the transactions  contemplated  by this  Agreement  and the  other  Credit
Documents on the terms set forth herein.

     10.3.  Borrower to Pay  Agent, etc.  The Borrower shall be  fully protected
in making  all payments in  respect of the Credit  Obligations to the  Agent, in
relying  upon  consents,  modifications and  amendments  executed  by the  Agent
purportedly on the behalf of the Lenders or any  Lender, and in dealing with the
Agent as herein provided.  The Agent shall charge  the accounts of the Borrower,
on the dates when  the amounts thereof become due and payable,  with the amounts
of the principal of and interest on  the Loan for the Borrower, commitment fees,
and all other fees and amounts owing under any Credit Document.  

     10.4.  Lender Operations for Advances, etc.  

          10.4.1.  Advances.  On each Closing Date, each Lender shall advance to
     the Agent in immediately available funds such Lender's  Percentage Interest
     in the  portion of the Loans  advanced on such Closing Date  prior to 10:00
     a.m.  (Boston time).  If such funds are  not received at such time, but all
     applicable  conditions set  forth in  Section 5  have been  satisfied, each
     Lender hereby authorizes and requests the Agent to advance for the Lender's
     account, pursuant  to the terms hereof, the  Lender's respective Percentage
     Interest in such portion  of the Loan and agrees to reimburse  the Agent in
     immediately  available  funds for  the amount  thereof  prior to  2:00 p.m.
     (Boston time)  on the day any  portion of the Loans  is advanced hereunder;
     provided, however, that the Agent shall  be under no obligation to make any
     such advance.

          10.4.2.   Agent to Allocate Payments.   All payments  of principal and
     interest  in respect  of the  extensions of  credit made  pursuant  to this
     Agreement, commitment fees, and other fees under this Agreement shall, as a
     matter of convenience, be made by  the Borrower to the Agent in immediately
     available  funds, and the  share of each  Lender shall be  credited to such
     Lender by the Agent in immediately available funds in such  manner that the
     principal  amount  of the  Credit  Obligations  to be  paid  shall be  paid
     proportionately  in  accordance  with  the  Lenders' respective  Percentage
     Interests in such Credit Obligations.

     10.5.    Sharing of  Payments,  etc.   Each Lender  agrees  that (i)  if by
exercising any right of set-off  or counterclaim or otherwise, it  shall receive
payment of  a proportion of the  aggregate amount of principal  and interest due
with  respect to its Percentage  Interest in the Loan  which is greater than the
proportion received  by any other Lender  in respect of the  aggregate amount of
principal and interest  due with respect to the Percentage  Interest in the Loan
of such other Lender and (ii) if such inequality shall continue for more than 10
days,  the Lender receiving such  proportionately greater payment shall purchase
participations  in the  Percentage  Interests in  the Loans  held  by the  other
Lenders, and such other adjustments  shall be made from time to time,  as may be
required so that all such payments of principal and interest with respect to the
Loans held by the Lenders shall be shared by  the Lenders pro rata in accordance
with their respective Percentage Interests.  The Borrower agrees, to the fullest
extent  permitted by applicable law, that any  Credit Participant and any Lender
purchasing a participation from another Lender pursuant to this Section 10.5 may
exercise all  rights of payment (including  the right of set-off),  and shall be
obligated  to  share payments  under  this Section  10.5,  with  respect to  its
participation as  fully as if  such Credit Participant  or such Lender  were the
direct creditor  of the Borrower  and a Lender  hereunder in the amount  of such
participation.

     10.6.   Amendments, Consents, Waivers, etc.   Except as otherwise set forth
herein, the Agent shall, upon the written request of the  Majority Lenders, take
or  refrain from  taking any  action under  this Agreement  or any  other Credit
Document,  including  giving  its written  consent  to  any  modification of  or
amendment to and waiving in writing compliance with any covenant or condition in
this  Agreement or any other Credit Document or  any Default or Event of Default
hereunder or thereunder, all of which  actions shall be binding upon all of  the
Lenders;  provided, however, that without the written consent of such Lenders as
own 100% of the Percentage Interests:

          (i)  No reduction in the interest rate on the Loans shall be made. 

          (ii)   No extension or postponement  of the stated time  of payment of
     all or any portion of the Loans or interest thereon shall be made.

          (iii)   No increase  in the amount,  or extension of the  term, of the
     Lenders' commitments beyond that provided for in Section 2 shall be made.

          (iv)   No  alteration  of  the  Lenders'  several  rights  of  set-off
     contained in Section 8.2.3 shall be made. 

     10.7.  Agent's Resignation.  The Agent may resign  at any time by giving at
least 60 days' prior written  notice of its intention to do so to  each other of
the  Lenders; provided that  such resignation shall  only be effective  upon the
appointment  by the  Majority Lenders of  a successor Agent  satisfactory to the
Borrower.   If no successor  Agent shall have been  so appointed and  shall have
accepted such  appointment within 45 days  after the retiring Agent's  giving of
such notice of resignation,  then the retiring Agent may with the consent of the
Borrower,  which shall not be  unreasonably withheld, appoint  a successor Agent
which shall be a bank or a trust company having a combined capital,  surplus and
undivided profit of at least $100,000,000; provided, however, that any successor
Agent  appointed under this sentence may be  removed upon the written request of
the  Majority  Lenders,  which request  shall  also  appoint  a successor  Agent
satisfactory to  the Borrower.  Upon  the appointment of a  new Agent hereunder,
the  term "Agent" shall for all purposes  of this Agreement thereafter mean such
successor.   After any retiring Agent's  resignation hereunder as  Agent, or the
removal hereunder of any successor Agent, the provisions of this Agreement shall
continue  to inure  to the  benefit of  such Agent  as to  any actions  taken or
omitted to be taken by it while it was Agent under this Agreement.

     10.8.  Concerning the Agent.

          10.8.1.   Action  in Good  Faith, etc.   The  Agent and  its officers,
     directors,  employees and agents shall be under  no liability to any of the
     Lenders or to  any future holder of any interest  in the Credit Obligations
     for any action  or failure to act  taken or suffered in good  faith and not
     constituting  gross negligence,  and  any  action  or  failure  to  act  in
     accordance  with a  written opinion  of its  counsel shall  conclusively be
     deemed to  be in good faith and not grossly  negligent.  The Agent shall in
     all cases be entitled to rely, and shall be fully  protected in relying, on
     instructions  given  to  the  Agent  by  the  required  holders  of  Credit
     Obligations as provided in this Agreement.

          10.8.2.   No  Implied  Duties, etc.    The Agent  shall  have and  may
     exercise such powers as are specifically delegated  to the Agent under this
     Agreement  or  any other  Credit Document  together  with all  other powers
     incidental thereto.   The Agent shall have no implied  duties to any Person
     or any  obligation to take  any action  under this Agreement  or any  other
     Credit  Document  except  for  action  specifically provided  for  in  this
     Agreement or any other  Credit Document to be  taken by the Agent.   Before
     taking  any action under  this Agreement or any  other Credit Document, the
     Agent may request an appropriate specific indemnity satisfactory to it from
     each  Lender in addition to  the general indemnity  provided for in Section
     10.11 and until the Agent has  received such specific indemnity, the  Agent
     shall  not be  obligated to take  (although it  may in  its sole discretion
     take) any such action under this Agreement or any other Credit Document.

          10.8.3.  Validity, etc.   Subject to  Section 10.8.1, the Agent  shall
     not be responsible to any  Lender or any future  holder of any interest  in
     the Credit  Obligations (i) for  the legality, validity,  enforceability or
     effectiveness of this Agreement or any  other Credit Document, (ii) for any
     recitals, reports, representations,  warranties or statements contained  in
     or made in  connection with this  Agreement or any  other Credit  Document,
     (iii) for the existence or value of any assets included in any security for
     the Credit Obligations,  (iv) for  the perfection or  effectiveness of  any
     Lien purported to be included in such security or (v) for the specification
     or  failure  to  specify any  particular  assets  to  be  included in  such
     security.

          10.8.4.  Compliance.  The Agent shall not be obligated to ascertain or
     inquire as  to the performance or  observance of any  of the terms  of this
     Agreement  or any  other  Credit  Document;  and  in  connection  with  any
     extension of credit under this Agreement or any  other Credit Document, the
     Agent shall be fully protected in  relying on a certificate of the Borrower
     as to the fulfillment by  the Borrower of any conditions to  such extension
     of credit.

          10.8.5.   Employment of Agents and Counsel.  The Agent may execute any
     of its duties as Agent under this Agreement or any other Credit Document by
     or  through  employees,  agents  and  attorneys-in-fact  and  shall not  be
     answerable  to any of  the Lenders, the  Borrower or any  Subsidiary of the
     Borrower (except as  to money or  securities received by  the Agent or  the
     Agent's authorized agents) for the default or misconduct of any such agents
     or attorneys-in-fact selected by the Agent with reasonable care.  The Agent
     shall be entitled to advice of counsel concerning all matters pertaining to
     the agency  hereby created  and its  duties  hereunder or  under any  other
     Credit Document.

          10.8.6.    Reliance on  Documents  and Counsel.   The  Agent  shall be
     entitled  to rely,  and  shall be  fully  protected  in relying,  upon  any
     affidavit,  certificate,  cablegram, consent,  instrument,  letter, notice,
     order, document,  statement, telecopy, telegram, telex  or teletype message
     or writing  reasonably believed in good  faith by the Agent  to the genuine
     and  correct  and  to have  been  signed, sent  or  made by  the  Person in
     question,  including without  limitation any  telephonic or  oral statement
     made by such Person, and,  with respect to legal matters, upon  the written
     opinion of counsel selected by the Agent.

          10.8.7.   Agent's Reimbursement.  Each of the Lenders severally agrees
     to reimburse the Agent in the amount  of such Lender's Percentage Interest,
     for  any  expenses not  reimbursed by  the  Borrower (without  limiting the
     obligation of  the Borrower to make such reimbursement):  (i) for which the
     Agent, in  its capacity as agent  for the Lenders under  this Agreement, is
     entitled to reimbursement by the Borrower under this Agreement or any other
     Credit Document,  and (ii) after the occurrence of a Default, for any other
     expenses  incurred by the  Agent on the Lenders'  behalf in connection with
     the enforcement of  the Lenders' rights  under this Agreement or  any other
     Credit Document.

     10.9.   Rights  as a Lender.   With  respect to  any credit extended  by it
hereunder,  The  First National  Bank  of  Boston shall  have  the  same rights,
obligations  and powers  hereunder  as any  other Lender  and may  exercise such
rights  and powers  as though  it were  not the  Agent, and  unless the  context
otherwise specifies, The First National  Bank of Boston shall be treated  in its
individual capacity as though it were not the Agent hereunder.  Without limiting
the generality of  the foregoing, the Percentage Interest of  The First National
Bank  of Boston shall  be included in any  computations of Percentage Interests.
The  First National Bank of Boston and  its Affiliates may accept deposits from,
lend money to, act as trustee for and generally engage in any kind of banking or
trust business with the Borrower, any Subsidiary or any Affiliate of any of them
and  any  Person who  may do  business with  or  own an  equity interest  in the
Borrower, any of its  Subsidiaries or any  Affiliate of any of  them, all as  if
such  bank were not  the Agent and without  any duty to  account therefor to the
other Lenders.

     10.10.  Independent Credit Decision.  Each of the Lenders acknowledges that
it has independently and without reliance upon the Agent, based on the financial
statements  and  other  documents  referred to  in  Section  7.2,  on  the other
representations  and warranties contained  herein and on  such other information
with  respect  to the  Borrower  and its  Subsidiaries  as such  Lender   deemed
appropriate, made such Lender's own credit  analysis and decision to enter  into
this Agreement  and to  make the  extensions of  credit provided  for hereunder.
Each Lender represents to the Agent that  such Lender will continue to make  its
own independent credit and other decisions  in taking or not taking action under
this Agreement or any other Credit Document.  Each Lender expressly acknowledges
that neither  the Agent nor any  of its officers,  directors, employees, agents,
attorneys-in-fact or  Affiliates has made  any representations or  warranties to
such  Lender, and no act  by the Agent  taken under this Agreement  or any other
Credit Document, including  any review of  the affairs of  the Borrower and  its
Subsidiaries,  shall be deemed to  constitute any representation  or warranty by
the Agent.  Except  for notices, reports and other  documents expressly required
to  be furnished to each Lender  by the Agent under this  Agreement or any other
Credit Document, the Agent shall not  have any duty or responsibility to provide
any  Lender  with  any credit  or  other  information  concerning the  business,
operations, property, condition, financial or otherwise, or credit worthiness of
the  Borrower or any of its  Subsidiaries which may come  into the possession of
the  Agent   or   any   of   its   officers,   directors,   employees,   agents,
attorneys-in-fact or Affiliates.

     10.11.   Indemnification.   The  holders of  the Credit  Obligations hereby
agree to indemnify the Agent (to  the extent not reimbursed by the  Borrower and
without limiting  the obligation  of any  of the Borrower  to do  so), pro  rata
according to their respective Percentage Interests, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time be
imposed on, incurred by or asserted against the Agent relating to or arising out
of  this Agreement,  any other  Credit Document,  the  transactions contemplated
hereby or thereby,  or any action taken  or omitted by  the Agent in  connection
with any  of the foregoing;  provided,   however, that the  foregoing shall  not
extend  to actions  or  omissions  which  are  taken by  the  Agent  with  gross
negligence or willful misconduct.

11.   Successors and  Assigns.  Any  reference in this  Agreement to any  of the
parties hereto  shall be deemed  to include the  successors and assigns  of such
party, and all  covenants and agreements  by or on  behalf of the  Borrower, the
Agent or the Lenders  that are contained in this Agreement  shall bind and inure
to  the benefit of their  respective successors and  assigns; provided, however,
that  (a)  the Borrower  may not  assign its  rights  or obligations  under this
Agreement,  and (b)  the  Lenders may  not  assign their  respective  Percentage
Interests in the Loan hereunder except as set forth below in this Section 11.

     11.1.  Assignments by Lenders.

          11.1.1.   Assignees and Assignment  Procedures.  Any  Lender may, with
     the consent of the Majority Lenders and, if no Event of Default exists, the
     Borrower  (which consents will not be unreasonably withheld), assign to one
     or more banks or other institutional lenders (each an "Assignee"), all or a
     portion of its interests,  rights and obligations under this  Agreement and
     the other  Credit Documents.   From  and after the  effective date  of each
     assignment agreement specified in each such assignment agreement:

               (i)   the  Assignee shall be  a party  hereto and,  to the extent
          provided in such assignment agreement have the rights  and obligations
          of the assigning Lender under this Agreement and 

               (ii)  the assigning Lender shall, to  the extent provided in such
          assignment, be released from its obligations under this Agreement.

          11.1.2.   Acceptance of Assignment and Assumption.  Upon the execution
     of  an  assignment agreement  pursuant to  this  Section 11,  the assigning
     Lender shall  give prompt  notice thereof  to the  Borrower and  the Agent.
     Within five Banking Days after receipt  of notice, the Borrower, at its own
     expense, shall execute and deliver to the assigning Lender, in exchange for
     each surrendered Note, (i) a  new Note to the  order of such Assignee in  a
     principal  amount  equal  to  the  amount of  the  Loans  evidenced  by the
     surrendered Note which  has been assumed by such Assignee  pursuant to such
     assignment  agreement and  (ii) a new  Note to  the order  of the assigning
     Lender in a principal amount  equal to the amount of the Loan  evidenced by
     the  surrendered Note  which has  been retained  by such  assigning Lender.
     Such  new Notes  shall be  in an  aggregate principal  amount equal  to the
     aggregate principal amount of the surrendered Notes, and shall be dated the
     date of the surrendered Notes which they replace.

          11.1.3.    Federal  Reserve   Bank.    Notwithstanding  the  foregoing
     provisions of this Section 11, each Lender and any Assignee may at any time
     pledge  or assign  all or any  portion of  such Person's  rights under this
     Agreement  and  the  other Credit  Documents  to  a  Federal Reserve  Bank;
     provided, however, that  no such  pledge or assignment  shall release  such
     Person from such Person's  obligations hereunder or under any  other Credit
     Document.

          11.1.4.  Further Assurances.   The Borrower shall sign  such documents
     and take  such other actions from  time to time reasonably  requested by an
     Assignee to enable it to share in the benefits of the rights created by the
     Credit Documents.

     11.2.   Credit Participants.   Any Lender  may, without the  consent of the
Borrower,  in  compliance   with  applicable  laws   in  connection  with   such
participation, sell  to  one  or  more "qualified  institutional  investors"  as
defined in  Rule 144A under  the Securities  Act (each  a "Credit  Participant")
participations in  all or  a portion of  its interests,  rights and  obligations
under this Agreement and the other Credit Documents; provided, however, that: 

          (a)    such Lender's  obligations  under this  Agreement  shall remain
     unchanged;

          (b)   such Lender shall remain solely responsible to the other parties
     hereto for the performance of such obligations; and

          (c) the Borrower shall continue to deal  solely and directly with such
     Lender in connection with  such Lender's rights and obligations  under this
     Agreement,  and such  Lender shall  retain  the sole  right to  enforce the
     obligations of the Borrower under this Agreement or any Credit Document and
     to  approve any amendment, modification or waiver  of any provision of this
     Agreement or any  Credit Document (other than  amendments, modifications or
     waivers with  respect  to any  fees  payable  hereunder or  the  amount  of
     principal of or  the rate at which interest is payable  on the Loan, or the
     stated dates for payments of principal of or interest on the Loan).

12.   Notices.   Except  as otherwise  specified in  this Agreement,  any notice
required  to be given pursuant to this Agreement shall be given in writing.  Any
notice, demand or other communication in connection with this Agreement shall be
deemed to  be given if  given in writing  (including telex, telecopy  or similar
teletransmission) addressed as provided below (or to the addressee at such other
address as the addressee shall have specified by notice actually received by the
addressor), and if  either (i) actually delivered in fully  legible form to such
address (evidenced in the case of a telex by receipt of the correct answer back)
or (ii) in  the case of a  letter, five days shall  have elapsed after the  same
shall have been deposited  in the United States mails,  with first-class postage
prepaid and registered or certified.

     If to  the Borrower,  to it at  its address  set forth  in Exhibit 7.1  (as
supplemented pursuant to Section 6.4), to the attention of the President.

     If to Agent:
               THE FIRST NATIONAL BANK OF BOSTON
               100 Federal Street
               Boston, Massachusetts 02110
               Attention:  Andrew T. Fay
               Telecopy:  (617) 434-8102

               with a copy to:
               Ropes & Gray
               One International Place
               Boston, MA  02110
               Attention:  David A. McKay
               Telecopy:  (617) 951-7050

     If to The Bank of Ireland:

               THE BANK OF IRELAND
               Corporate Banking
               Lower Baggott Street
               Dublin 2, Ireland
               Attention:  Thomas Hayes
               Telecopy:  011-35-3-1604-4105

               with a copy to:
               Arthur Cox
               41/45 Stephen's Green
               Dublin 2, IRELAND
               Attention:  Grainne Hennessy
               Telecopy:  011-353-1-668-8906

13.  Course  of Dealing, Amendments and  Waivers.  No course of  dealing between
any Lenders  and the Borrower  or any  Subsidiary or Affiliate  of the  Borrower
shall operate as a waiver  of any of the Lenders' rights under this Agreement or
any other  Credit Document or with respect to  the Credit Obligations.  No delay
or  omission on  the  part of  any Lender  in  exercising any  right  under this
Agreement or any other Credit Document or with respect to the Credit Obligations
shall  operate as  a  waiver of  such  right  or any  other  right hereunder  or
thereunder.  A waiver on any one occasion shall not be construed as a bar to  or
waiver of any  right or remedy on  any future occasion.   No waiver, consent  or
amendment with respect  to this Agreement or any other  Credit Document shall be
binding unless it is  in writing and signed by  the Agent or the holders  of the
required Credit Obligations.

14.   Defeasance.  When  all Credit  Obligations have been  paid, performed  and
reasonably determined by  the Lenders  to have been  indefeasibly discharged  in
full, and if  at the  time no  Lender continues to  be committed  to extend  any
credit  to the  Borrower  hereunder or  under any  other  Credit Document,  this
Agreement shall terminate.  Thereupon, on the Borrower's demand and  at its cost
and  expense,   the  Agent  shall  execute   proper  instruments,  acknowledging
satisfaction  of and discharging this Agreement; provided, however, that Section
3.2.4,  3.2.5, 3.2.6, 10,  12, 14 and  15 shall survive  the termination of this
Agreement.

15.  Venue;  Service of Process.   Each of the Borrower  and the Lenders by  its
execution hereof: 

          (i)  Irrevocably submits to the nonexclusive jurisdiction of the state
     courts  of  The  Commonwealth  of  Massachusetts  and  to the  nonexclusive
     jurisdiction  of the  United  States District  Court  for the  District  of
     Massachusetts  for  the purpose  of any  suit,  action or  other proceeding
     arising out of or based upon this Agreement or any other Credit Document or
     the subject matter hereof or thereof.

          (ii)    Waives to  the extent  not prohibited  by applicable  law, and
     agrees not to assert, by way  of motion, as a defense or otherwise,  in any
     such proceeding brought in any of the above-named courts, any claim that it
     is  not subject  personally to  the jurisdiction  of  such court,  that its
     property  is exempt  or  immune from  attachment  or execution,  that  such
     proceeding is  brought in  an inconvenient  forum, that  the venue  of such
     proceeding  is improper,  or  that  this  Agreement  or  any  other  Credit
     Document, or the subject matter  hereof or thereof, may not be  enforced in
     or by such court.

Each of the  Borrower and the Lenders consents to service of process in any such
proceeding  in any manner permitted by  Chapter 223A of the  General Laws of The
Commonwealth of Massachusetts and  agrees that service of process  by registered
or certified  mail, return  receipt requested, at  its address  specified in  or
pursuant to Section 12 is reasonably calculated to give actual notice.

16.  WAIVER OF  JURY TRIAL.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT
CANNOT BE WAIVED,  EACH OF THE  BORROWER AND THE  LENDERS WAIVES, AND  COVENANTS
THAT  IT WILL  NOT ASSERT (WHETHER  AS PLAINTIFF,  DEFENDANT OR  OTHERWISE), ANY
RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING
ARISING OUT OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE SUBJECT MATTER
HEREOF OR THEREOF  OR ANY  CREDIT OBLIGATION OR  IN ANY WAY  CONNECTED WITH  THE
DEALINGS OF THE LENDERS OR THE BORROWER IN CONNECTION  WITH ANY OF THE ABOVE, IN
EACH CASE  WHETHER NOW EXISTING  OR HEREAFTER ARISING  AND WHETHER  IN CONTRACT,
TORT OR OTHERWISE.  The Borrower acknowledges  that it has been informed by  the
Lenders that  the provisions of this Section 16 constitute a material inducement
upon which  each of the Lenders has  relied and will rely  in entering into this
Agreement and any other Credit Document, and that it has reviewed the provisions
of this  Section 16 with its  counsel.  Any Lender  or the Borrower  may file an
original  counterpart or a  copy of  this Section 16  with any court  as written
evidence of the  consent of the Borrower and the Lenders  to the waiver of their
rights to trial by jury.

17.  General.  All covenants, agreements, representations and warranties made in
this  Agreement  or  any other  Credit  Document  or  in certificates  delivered
pursuant hereto or  thereto shall be deemed to have been  material and relied on
by each  Lender, notwithstanding  any investigation  made by any  Lender on  its
behalf, and shall survive the  execution and delivery to the Lenders  hereof and
thereof.   The invalidity or  unenforceability of  any term or  provision hereof
shall not affect  the validity or enforceability of any  other term or provision
hereof.   The headings in this  Agreement are for convenience  of reference only
and  shall  not limit,  alter  or otherwise  affect  the meaning  hereof.   This
Agreement  and the other Credit Documents constitute the entire understanding of
the parties  with respect to the subject matter hereof and thereof and supersede
all  prior and current understandings  and agreements, whether  written or oral.
This Agreement  may be executed  in any  number of  counterparts which  together
shall constitute  one  instrument.   THIS  AGREEMENT SHALL  BE  GOVERNED BY  AND
CONSTRUED  IN  ACCORDANCE WITH  THE LAWS  OF  THE COMMONWEALTH  OF MASSACHUSETTS
(OTHER THAN THE CONFLICT OF LAWS RULES.

     Each of  the  undersigned has  caused  this Agreement  to be  executed  and
delivered by  its duly authorized officer  as an agreement under seal  as of the
date first above written.


                              CHEMFAB CORPORATION


                              By  /S/ Moosa E. Moosa
                                  ___________________________

                              Name: Moosa E. Moosa


                              Title:  VP, Finance & CFO

                                   700 Daniel Webster Highway
                                   Merrimack, NH  03054
                                   Attention:  Moosa E. Moosa
                                   Telecopy:  (603) 424-9028

                              THE FIRST NATIONAL BANK OF BOSTON


                              By  /S/ Andrew T. Fay
                                  ___________________________

                              Name:  Andrew T. Fay
                              Title:  Vice President

                                   100 Federal Street
                                   Boston, Massachusetts 02110
                                   Attention:  Andrew T. Fay
                                        Telecopy:  (617) 434-8102

                              THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND


                              By /S/ David Owens
                                -----------------------------
                              Name: David Owens
                              Title: Account Executive

                                   Corporate Banking
                                   Lower Baggott Street
                                   Dublin 2, Ireland
                                   Attention:  Thomas Hayes
                                   Telecopy:  011-35-3-1604-4105