EXHIBIT 10.3.8

                    INTERCREDITOR AND SUBORDINATION AGREEMENT

         THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Agreement") is
made as of the 5th day of April 2001, by and between FLEET CAPITAL CORPORATION,
a Rhode Island corporation ("Senior Lender"), THE HILLSTREET FUND, L.P., a
Delaware limited partnership ("Subordinate Lender") and the entities listed on
Schedule A hereto (collectively "Borrower").

                                    RECITALS

         Senior Lender has made certain revolving credit and term loans to
Borrower (collectively, the "Loans") which Loans are evidenced and/or secured by
(i) a certain Loan Agreement by and between Lender and Borrower (as amended and
in effect from time to time, collectively, the "Loan Agreement") and (ii)
certain other documents evidencing, securing, guaranteeing or otherwise executed
in connection with the Loans (collectively with the Loan Agreement, the "Senior
Loan Documents").

         Subordinate Lender has made a subordinated loan to Borrower (the
"Subordinated Loan"). The Subordinated Loan arises under or is evidenced and/or
secured by (i) a Subordinated Loan and Security Agreement between Subordinate
Lender and Borrower dated of even date herewith (the "Subordinated Loan
Agreement") and (ii) certain other documents evidencing, securing, guaranteeing
or otherwise executed in connection with the Subordinated Loan (collectively
with the Subordinated Loan Agreement, the "Subordinated Loan Documents").

         All terms capitalized herein and not otherwise defined shall have the
meaning ascribed to them in the Loan Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and the
provisions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

         Section 1. Definitions. For purposes of this Agreement, the following
terms used herein shall have the following meanings:

                  "Collateral" shall mean any and all real and personal property
which now constitutes or hereafter will constitute collateral or other security
for payment of the Senior Debt and/or the Subordinated Debt.

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                  "Enforcement Notice" means a notice which states that a
default or an event of default under any provision of the Subordinated Debt has
occurred and that Subordinate Creditor desires to take enforcement action as a
consequence thereof.

                  "Financial Covenant Default" means a default under or breach
of a financial covenant under the Loan Agreement which has not been cured or
waived within thirty (30) days of such default or breach.

                  "Loan Party" means Borrower and any affiliates thereof who now
or hereafter execute and deliver any notes, guaranties or security documents in
favor of Senior Creditor with respect to Senior Debt or in favor of Subordinate
Lender with respect to Subordinated Debt.

                  "Other Covenant Default" means a default under a breach of one
or more of the covenants set forth in Sections 5.1, 5.5, 5.7, 5.8, 5.10, 5.13,
6.1, 6.2, 6.6 or 6.7 of the Loan Agreement, which has not been cured or waived
within thirty (30) days of such default or breach.

                  "Payment Default" means any default in the payment on account
of any principal of or interest on, or any other amounts owing in respect of any
Senior Debt (whether at maturity or at a date fixed for prepayment or by
declaration, acceleration or otherwise).

                  "Proceeding" shall mean any (a) insolvency, bankruptcy,
receivership, custodianship, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to any Loan Party or any of
their respective properties, whether under any bankruptcy, reorganization or
insolvency law or laws, federal or state, or any law, federal or state, relating
to relief of debtors, readjustment of indebtedness, reorganization, composition
or extension, (b) proceeding for any liquidation, liquidating distribution,
dissolution or other winding up of any Loan Party, voluntary or involuntary,
whether or not involving insolvency or bankruptcy proceedings and provided that,
in the event of a dissolution or winding up, it shall not be a Proceeding if
such Loan Party had total assets of less than $100,000 immediately prior to such
dissolution or winding up, (c) assignment for the benefit of creditors of any
Loan Party, or (d) other marshalling of the assets of any Loan Party.

                  "Proceeds" shall have the meaning assigned to it under the
UCC, shall also include "products" (as defined in the UCC), and, in any event,
shall include, but not be limited to (a) any and all proceeds of any insurance,
indemnity, warranty, letter of credit or guaranty or collateral security payable
to any grantor from time to time with respect to any of the Collateral, (b) any
and all payments (in any form whatsoever) made or due and payable to the owner
of the Collateral from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any government body, authority, bureau or agency (or any person
acting under color of governmental authority), and (c) any and all other amounts
from time to time paid or payable under or in connection with any of the
Collateral.

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                  "Senior Creditor" means, individually and collectively, Senior
Lender and all other present or future holders of all or part of the Senior
Debt, and their respective successors and assigns.

                  "Senior Debt" shall mean and include all indebtedness,
obligations and liabilities of any Loan Party outstanding from time to time
under the Senior Loan Documents, including, without limitation, all principal
and interest (including interest accrued subsequent to, and interest that would
have accrued but for, the filing of any petition under any bankruptcy,
insolvency or similar law), premiums, fees, expenses, reimbursements and other
amounts payable thereunder, in either case whether now or hereafter arising,
direct or indirect, primary or secondary, joint, several or joint and several,
final or contingent and whether incurred as maker, endorser, guarantor or
otherwise provided, however, that (i) in no event shall the total amount of
Senior Debt consisting of term debt to which Subordinate Creditor is subordinate
under this Agreement exceed, without Subordinate Creditor's written consent, (a)
in the case of the Term Loan and the 2001 Term Loan, the then outstanding
aggregate balance thereof ($5,500,000 on the date hereof), (b) the then maximum
amount of Permitted Purchase Money Indebtedness (as defined in the Subordinated
Debt Documents), and (c) the amount of any overadvance permitted by clause (iii)
below which is converted to a term loan ("Overadvance Term Loan") and which,
when combined with all other then outstanding Overadvance Term Loans and
permitted overadvances, does not exceed the maximum amount of overadvances then
permitted under clause (iii) below; (ii) so long as Senior Creditor has not
increased the advance rate formula or loosened the criteria for determining
eligibility of receivables and/or inventory in the Senior Loan Agreement from
those in existence on the date hereof, the total amount of Senior Debt
consisting of revolving credit loans may be increased in an unlimited amount
without Subordinate Creditor's consent; and (iii) in addition to and without
limiting the generality of the increases to Senior Debt permitted under clause
(ii) above, the total amount of Senior Debt may be increased up to an amount
equal to 110% of the lesser of the then existing Borrowing Base or the
Commitment, whether in the form of revolving credit loans, term loans,
overadvances or otherwise, without Subordinate Creditor's consent.

                  "Senior Loan Documents" shall have the meaning set forth in
the Recitals, and shall include any amendments thereto to the extent permitted
in Section 10 hereof.

                  "Standstill Notice" shall have the meaning set forth in
Section 5 hereof.

                  "Stop Payment Notice" shall have the meaning set forth in
Section 3(a) hereof.

                  "Subordinate Creditor" means, individually and collectively,
Subordinate Lender and all other present or future holders of all or part of the
Subordinated Debt, and their respective successors and assigns.

                  "Subordinated Debt" shall mean and include all indebtedness,
obligations and liabilities of any Loan Party under the Subordinate Loan
Documents, including, without limitation, all principal and interest (including
post-petition interest accrued subsequent to the

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filing of any petition under any bankruptcy, insolvency or similar law), put or
call payments and other amounts payable thereunder.

                  "Subordinate Loan Documents" shall have meaning set forth in
the Recitals, and shall include any amendments thereto to the extent permitted
in Section 10 hereof.

                  "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the State of Connecticut.

         Section 2. General. Notwithstanding any provision of the Subordinate
Loan Documents, the Subordinated Debt shall be subordinate and junior in right
of payment to all Senior Debt, to the extent and in the manner provided for in
this Agreement, and Subordinate Creditor, by acceptance thereof, whether upon
original issuance, transfer, assignment or exchange, agrees to be bound by the
provisions of this Agreement. Subordinate Creditor agrees that the Senior Lender
has advanced funds and may from time to time advance additional funds pursuant
to the Senior Loan Documents in reliance upon the subordination of the
Subordinated Debt to the Senior Debt and that the provisions of this Agreement
are for the benefit of the Senior Lender and the Subordinate Creditor, and not
for the benefit of Borrower, who shall have no rights under this Agreement.

         Section 3.  Subordination in the Event of Certain Defaults.

                  (a) If a Payment Default or Financial Covenant Default exists,
then the rights of Subordinate Creditor to receive any payments or other
distributions with respect to the Subordinated Debt shall be suspended from and
after the date that Senior Creditor gave Subordinate Creditor a notice to
suspend payments under the Subordinated Debt (a "Stop Payment Notice") until the
earliest to occur of: (1) such Payment Default or Financial Covenant Default
shall have been waived or cured (whether by amendment of the Senior Loan
Documents or otherwise), or (2) the Senior Debt has been indefeasibly paid in
full in cash and all funding commitments of the Senior Creditor to Borrower
under the Senior Credit Agreement shall have expired or been terminated. Senior
Creditor shall use its best efforts to provide Subordinate Creditor with a copy
of a default notice sent by Senior Creditor to Borrower, but the failure of
Senior Creditor to so provide shall not affect the rights, duties and
obligations of Senior Creditor or Subordinate Creditor under, or be deemed to be
a breach or default under, this Agreement.

                  (b) If any Other Covenant Default occurs or exists, then the
rights of the Subordinate Creditor to receive any payments or other
distributions with respect to the Subordinated Debt shall be suspended from and
after the date that Senior Creditor gave Subordinate Creditor a Stop Payment
Notice until the earliest to occur of: (1) such Other Covenant Default shall
have been waived or cured (whether by amendment of the Senior Loan Documents or
otherwise), (2) ninety (90) days shall have elapsed since the effective date of
the Stop Payment Notice, and (3) the Senior Debt has been indefeasibly paid in
full in cash, and all funding commitments of the Senior Creditor to Borrower
under the Senior Credit Agreement

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shall have expired or been terminated. Senior Creditor shall use its best
efforts to provide Subordinate Creditor with a copy of a default notice sent by
Senior Creditor to Borrower, but the failure of Senior Creditor to so provide
shall not affect the rights, duties and obligations of Senior Creditor or
Subordinate Creditor under, or be deemed to be a breach or default under, this
Agreement.

                  (c) Except as otherwise provided in this Section 3 and in
Section 8 hereof, Borrower may pay and Subordinate Creditor may take and retain
any payment on the Subordinated Debt so long as, within thirty (30) days of
Subordinate Creditor's receipt of each such payment, Subordinate Creditor has
not received notice of an Event of Default which has occurred and is continuing
and has no control or constructive knowledge that an Event of Default would
occur at such time as a result of the making of any such payment. Borrower shall
be entitled to resume the making of any payments otherwise prohibited under this
Section 3, including any payments previously suspended to the extent, but only
to the extent, that the making of such payments does not create or result in an
Event of Default under the Senior Credit Agreement, at such time as the default
giving rise to such prohibition shall have been cured or waived or the Senior
Debt shall have been indefeasibly paid in full in cash and all commitments of
the Senior Creditor to Borrower under the Senior Credit Agreement shall have
expired or been terminated or the applicable period following the date upon
which Subordinate Creditor received the relevant Stop Payment Notice shall have
elapsed.

                  (d) In addition to any other notices required hereunder, each
Lender shall use its best efforts to give written notice to each other Lender,
promptly upon the occurrence of the event which triggers the obligation to give
such notice, of (i) the occurrence of any Event of Default or of an event which,
with the expiration of the applicable cure period, would constitute an Event of
Default, (ii) the cure or waiver of any Event of Default, (iii) any acceleration
of the Senior Debt or the Subordinated Debt, (iv) any action or proceeding
instituted against the Borrower on account of any Event of Default and (v) the
payment in full of the Senior Debt or the Subordinated Debt; provided, that the
failure of any party to give such a notice shall not affect the rights or
obligations or create the basis of any liability of any party hereunder.

         Section 4. Subordination in the Event of Insolvency, etc.

                  (a) In the event and during the continuance of any Proceeding,
all Senior Debt shall first be indefeasibly paid in full in cash before any
payment or distribution of any character, whether in cash, securities or other
property (except securities which are subordinate and junior in right of payment
to the payment of Senior Debt in accordance with this Agreement at least to the
extent provided in this Agreement) shall be made, received or accepted for or on
account of any Subordinated Debt. In the event of any Proceeding, any payment or
distribution of any kind or character, whether in cash, securities or other
property which would otherwise (but for this Agreement) be payable or
deliverable in respect of any Subordinated Debt shall be paid or delivered by
the person making such distribution or payment, whether a trustee in bankruptcy,
receiver, assignee for the benefit of creditors, liquidating trustee or agent,
or otherwise, directly to Senior Creditor for application in payment of the
Senior Debt to the extent necessary to pay in

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full in cash, all Senior Debt then remaining unpaid, after giving effect to any
concurrent payment or distribution to Senior Creditor.

                  (b) In the event and during the continuation of any
Proceeding, Subordinate Creditor shall not (i) object to or oppose any cash
collateral order approved by the Senior Creditor provided such order is not
inconsistent with this Agreement (ii) challenge, oppose, or otherwise seek to
alter or modify the priority of liens in the Collateral established by this
Agreement or otherwise, or (iii) join with the Borrower or any of its affiliates
or with any other group or class of creditors in a "cramdown" plan or in the
filing of an involuntary petition in bankruptcy against the Borrower.

                  (c) Subordinate Creditor, at the request of Senior Creditor
(or its representatives), shall in any Proceeding in the names of Senior
Creditor, file claims, proofs of claims and other instruments of similar
character necessary to enforce the obligations of the Borrower in respect of the
Subordinate Debt. In the event that Subordinate Creditor shall fail to take such
action promptly upon request by Senior Creditor, Senior Creditor may, on behalf
of Subordinate Creditor, demand, sue for, collect and receive any and all such
monies or other assets and give acquittance therefor, file any claim, proof of
claim or other instrument of similar character, and take such other action (in
its own name or in the name of Subordinate Creditor) as Senior Creditor may
reasonably deem necessary or advisable for enforcement of the obligations of
Borrower in respect of the Subordinated Debt; provided, however, that all voting
rights with respect thereto shall be retained by Subordinate Creditor unless any
such vote would violate the terms and conditions of this Agreement, in which
event such vote shall be null and void and Senior Creditor shall, in each such
instance, be entitled to vote such claim in a manner consistent with the terms
and conditions of this Agreement.

         Section 5. Standstill. Subordinate Creditor agrees to promptly send
Senior Creditor a copy of any notice of default under the Subordinated Debt sent
to any Loan Party and further agrees that after Subordinate Creditor gives
Senior Creditor an Enforcement Notice, Subordinate Creditor shall not exercise
any rights or remedies or take any enforcement action available upon the
occurrence of a default or an event of default or otherwise under the
Subordinate Loan Documents or take any action toward the collection of any
Subordinated Debt (collectively a "Standstill") until the earliest of:

                  (a)      the date on which the commencement of a legal action
                           or arbitration may be required to toll the running of
                           any applicable statute of limitation;

                  (b)      the expiration of one hundred eighty (180) days
                           following the delivery by Senior Creditor to
                           Subordinate Creditor of a notice regarding the above
                           (a "Standstill Notice");

                  (c)      the expiration or waiver of such Standstill Notice;

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                  (d)      the exercise by Senior Creditor of any acceleration
                           or foreclosure available to it upon a default or
                           event of default with respect to the Senior Debt;

                  (e)      the occurrence of a Proceeding; or

                  (f)      the Senior Debt shall have been indefeasibly paid in
                           full in cash and all funding commitments of the
                           Senior Creditor to Borrower under the Senior Credit
                           Agreement shall have expired or been irrevocably
                           terminated.

         The failure to make a payment of principal of, interest on, or fees,
costs or expenses relative to any of the Subordinated Debt by reason of any
provision of this Agreement shall not be construed as preventing the occurrence
of a default or event of default with respect to such Subordinated Debt. If at
the time that Subordinate Creditor initiates any enforcement action, Senior
Creditor has also initiated action against Borrower, or Senior Creditor
thereafter initiates such action to foreclose and realize upon the Collateral,
the Subordinate Creditor agrees to permit Senior Creditor to control the process
of liquidating the Collateral in accordance with the terms and conditions
contained in the Senior Loan Documents and as more specifically provided in
Section 9 hereof, provided that Senior Creditor shall use reasonable efforts to
provide Subordinate Creditor with notice of its intent to so liquidate and an
opportunity to discuss such proposed liquidation, but the failure for any reason
whatsoever of Senior Creditor to so provide shall not affect the rights, duties
and obligations of Senior Creditor or Subordinate Creditor under, or be deemed
to be a breach or default under this Agreement, nor shall such failure give
Subordinate Creditor the right to challenge such liquidation, or the
distribution of proceeds thereof, for any reason whatsoever. Any payments
received by the Subordinate Creditor as a result of the actions permitted by
this Section shall be subject to the remaining terms and conditions of this
Agreement.

         Section 6. Payments Notwithstanding. No payment or distribution of any
character, whether in cash, securities or other property (except securities that
are subordinate and junior in right of payment to the payment of Senior Debt in
accordance with this Agreement at least to the extent provided in this
Agreement), to which Subordinate Creditor would have been entitled except for
the provisions of this Agreement and that shall have been made to or for the
account of Senior Creditor shall, as between each Loan Party and its creditors
(other than Senior Creditor), be deemed to be a payment or distribution by such
Loan Party to or for the account of Senior Creditor, and from and after the
indefeasible payment in full in cash of all Senior Debt, Subordinate Creditor
shall be subrogated to all rights of Senior Creditor to receive any further
payments or distribution applicable to the Senior Debt until the Subordinated
Debt shall be paid in full, and no such payment of distribution made pursuant to
such rights of subrogation to Subordinate Creditor that otherwise would be
payable or distributable to or for the account of Senior Creditor shall, as
between each Loan Party and its creditors (other than Subordinate Creditor), be
deemed to be a payment or distribution by such Loan Party to Subordinate
Creditor or on account of the Subordinated Debt.

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         Section 7. No Prejudice or Impairment. The provisions of this Agreement
are solely for the purposes of defining the relative rights of Senior Creditor,
on the one hand and Subordinate Creditor, on the other hand. Nothing herein
shall impair or prevent Senior Creditor from exercising all rights and remedies
otherwise permitted by applicable law upon default under the Senior Loan
Documents subject, however, to the provisions of this Agreement. Senior Creditor
shall not be prejudiced in the right to enforce subordination of the
Subordinated Debt by any act or failure to act by any Loan Party or any one in
custody of its assets or property. Nothing herein shall impair, as between each
Loan Party and Subordinate Creditor, the obligation of such Loan Party, which is
unconditional and absolute, to pay to Subordinate Creditor the Subordinated Debt
as and when the same shall become due in accordance with their terms, nor shall
anything herein prevent Subordinate Creditor from exercising all rights and
remedies otherwise permitted by applicable law upon default under the
Subordinate Loan Documents, subject, however, to the provisions of this
Agreement and the rights of Senior Creditor to the extent provided herein.

         Section 8. Turnover of Payments. If any payment, distribution or
security, or the proceeds of any thereof, shall be collected or received by
Subordinate Creditor in contravention of any of the terms of this Agreement and
prior to the indefeasible payment in full in cash of the Senior Debt, then the
holder thereof will forthwith deliver such payment, distribution, security or
proceeds to Senior Creditor in the same form of payment received, for
application, in the case of cash, upon the amount of the Senior Debt and, in the
case of non-cash assets as additional collateral for the Senior Debt, and, until
so delivered, the same shall be held in trust by such holder as the property of
Senior Creditor. Subordinate Creditor shall not commingle any such amounts or
assets with any of the Subordinate Creditor's property.

         Section 9. Priorities Regarding Collateral. Any and every lien and
security interest in the Collateral in favor of or held for the benefit of
Senior Creditor has and shall have priority over any lien or security interest
that Subordinate Creditor now has or may hereafter acquire in the Collateral
notwithstanding any statement or provision contained in the Subordinate Loan
Documents or otherwise to the contrary and irrespective of the time or order of
filing or recording of financing statements, deeds of trust, mortgages or other
notices of security interests, liens or assignments granted pursuant thereto,
and irrespective of anything contained in any filing or agreement to which any
part hereto or its respective successors and assigns may now or hereafter be a
party, and irrespective of the ordinary rules for determining priorities under
the UCC or under any other law governing the relative priorities of secured
creditors. In furtherance of this Agreement, Subordinate Creditor hereby agrees
to execute, acknowledge and deliver to Senior Creditor such additional documents
or instruments as may be requested by Senior Creditor to confirm, evidence, or
evidence of record, the terms and conditions of this Agreement. At any time
during which all or any part of the Senior Debt remains outstanding, and whether
or not the same is then due and payable, the Proceeds of any sale, disposition
or other realization by Senior Creditor or other party hereto (or any agent
therefor) upon all or any part of the Collateral shall be applied in the
following order of priorities irrespective of the application of any rule of law
or the defect or impairment of any Senior Loan Document, Subordinate Loan
Document or security interest, lien or assignment thereunder:

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                  first,   to the payment of interest and all costs and expenses
                           of Senior Creditor (including, without limitation,
                           the reasonable fees and expenses of legal counsel and
                           other agents) incurred in connection with the
                           collection of such Proceeds or the protection of the
                           rights and interests of Senior Creditor therein;

                  second,  to the payment in full in cash of all Senior Debt in
                           such order as Senior Creditor shall determine in its
                           sole discretion;

                  third,   to the payment of all interest and costs and expenses
                           of Subordinate Creditor (including, without
                           limitation, the reasonable fees and expenses of legal
                           counsel and other agents) incurred in connection with
                           the collection of such Proceeds or the protection of
                           the rights and interests of Subordinate Creditor
                           therein;

                  fourth,  to the payment in full of all Subordinated Debt in
                           such order as Subordinate Creditor shall determine in
                           its sole discretion; and

                  finally, to the payment of any surplus then remaining to the
                           owner of the Collateral or its successors or assigns
                           or as a court of competent jurisdiction may direct.

         In the event any party to this Agreement receives Proceeds of the
Collateral to which it is not entitled under this Section 9, or in the case of
the Senior Creditor, in excess of the amount required to satisfy all of the
obligations of Borrower to Senior Creditor in full, such party shall be deemed
to hold all of such Proceeds in trust for the benefit of the party entitled
thereto under this Section 9 for application as set forth above. Subordinate
Creditor shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which proceedings are pending, or a certificate of the
liquidating trustee or other person making any distribution to Subordinate
Creditor, for the purpose of ascertaining the persons entitled to participate in
such distribution, the Senior Creditor and the holders of other debt of
Borrower, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Agreement.

         Subordinate Creditor hereby consents to the collection, sale or other
disposition of the Collateral by the Senior Creditor free of any security
interest, lien, claim, attachment or right of the Subordinate Creditor or, if
Senior Creditor requests, by Borrower or its successor, including a trustee in
bankruptcy, provided that the proceeds shall first be used to repay the Senior
Debt in full in cash, and then to repay the Subordinated Debt and provided
further, that the respective security interests of the Senior Creditor and
Subordinate Creditor shall continue in the proceeds of any such sale or in any
replacement collateral, which proceeds shall be distributed in accordance with
the provisions of this Agreement. Subordinate Creditor agrees to take such
action as Senior Creditor may request to facilitate such collection, sale or
disposition, including,

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without limitation, the release of its lien or security interest and the
termination of financing statements, attachments and the like with respect to
the Collateral. Subordinate Creditor may condition the execution and delivery,
or the effectiveness, of any proposed release of a lien or security interest
with respect to the Collateral upon the actual disposition of the Collateral,
collateral agency arrangements (whether pursuant to this Section 9 or otherwise)
to ensure the continuity of any lien or security interest of Subordinate
Creditor in the Proceeds from the disposition of the Collateral, and/or other
conditions reasonably requested to prevent a loss of such lien or security
interest. Subordinate Creditor hereby consents to any and all dispositions of
the Collateral now or hereafter made by Senior Creditor upon Borrower's default
or demand by the Senior Creditor as to any Senior Debt (including without
limitation the compromise of any accounts or claims of Borrower).
Notwithstanding anything to the contrary contained in this Agreement or in the
Senior Loan Documents or the Subordinate Loan Documents, Senior Creditor and
Subordinate Creditor agree that in the event Borrower requests permission to
sell, transfer or dispose of any Collateral and Senior Creditor approves such a
request, the Subordinate Creditor will consent to the sale of such Collateral,
release any lien or security interest held by it therein, and terminate any
financing statements, attachments and the like provided that the proceeds of
such Collateral are used to pay Senior Debt and that, following the full, final
and indefeasible payment in cash of the Senior Debt, any excess proceeds are
used to pay Subordinated Debt. Senior Creditor shall use reasonable efforts to
provide Subordinate Creditor with notice of its intent to take any actions
described in this paragraph and an opportunity to discuss such proposed actions,
but the failure for any reason whatsoever of Senior Creditor to so provide shall
not affect the rights, duties and obligations of Senior Creditor or Subordinate
Creditor under, or be deemed to be a breach or default under this Agreement, nor
shall such failure give Subordinate Creditor the right to challenge such action,
or the distribution of proceeds thereof, for any reason whatsoever.

         Section 10. Benefit of Agreement; Amendments of Certain Documents; etc.
This Agreement shall constitute a continuing offer to all persons who, in
reliance upon such provisions, become a Senior Creditor, and such provisions are
made for the benefit of each Senior Creditor and each of them may enforce such
provisions. The provisions of the Senior Loan Documents may be amended or
modified in any respect without the consent of the Subordinate Creditor, unless
such amendment or modification materially and adversely affects the Subordinate
Creditor, in which event the Subordinate Creditor's consent shall be required
but shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing, the consent of the Subordinate Creditor shall not be required (i) if
an Event of Default under the Senior Loan Documents shall have occurred and be
continuing, (ii) with respect to any amendment or modification which increases
(a) the maximum principal amount of the Loans up to the amount set forth in the
definition of "Senior Debt" or (b) the interest rate on the Loans to a rate not
more than (1) the Default Rate if an Event of Default shall have occurred and be
continuing and (2) at all other times, two hundred basis points over the
interest rate in effect on the date hereof or (iii) with respect to the waiver
or amendment of any affirmative, negative or financial covenant under the Senior
Loan Documents. Any amendment to a financial covenant under the Senior Loan
Documents shall automatically and without the need for further action by any
party amend the Subordinated Debt Documents so that the financial covenants in
the Senior Loan Documents and

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in the Subordinated Debt Documents shall be and remain identical. The provisions
of the Subordinate Loan Documents may be amended or modified in any respect
without the consent of the Senior Creditor, unless such amendment or
modification materially and adversely affects Senior Creditor or violates the
terms of the Senior Credit Agreement, in which event the Senior Creditor's
consent shall be required but shall not be unreasonably withheld or delayed.
Without limiting the generality of the foregoing, any proposed amendment or
modification to the Subordinated Loan Documents which (i) increases the
principal amount, interest rate, fees, premiums, or penalties thereunder, (ii)
shortens the maturity or otherwise accelerates the amortization thereof or (iii)
adds events of default shall require the consent of the Senior Creditor,
provided that (x) Subordinate Creditor may increase the interest rate on the
Subordinated Debt to the "default rate" under the Subordinated Loan Documents if
an Event of Default shall have occurred and be continuing under the Subordinated
Loan Documents and (y) the principal amount of the Subordinate Debt may be
increased without the consent of Senior Creditor if and only if the Lender(s) of
such increased Subordinate Debt shall have agreed in writing to be bound by this
Agreement or another intercreditor and subordination agreement satisfactory in
form and substance to Senior Creditor. Neither Senior Creditor nor Subordinate
Creditor shall have any obligation to preserve rights in the Collateral against
any prior parties or to marshal any of the Collateral for the benefit of any
person. No failure to exercise, and no delay in exercising on the part of any
party hereto, any right, power or privilege under this Agreement shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege under this Agreement preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies provided in this Agreement are cumulative and shall not be exclusive of
any rights or remedies provided by law. The Subordinate Loan Documents or any
part thereof shall be marked with a legend stating that such documents and the
Subordinated Debt are subject to the terms and provisions of this Agreement.

         Section 11. Defense to Enforcement. If Subordinate Creditor, in
violation of this Agreement, shall commence, prosecute or participate in any
suit, action or proceeding against Borrower, then Senior Creditor may intervene
and interpose the making of this Agreement as a defense or plea in its name or
in the name of Borrower. If Subordinate Creditor, in violation of this
Agreement, shall attempt to collect any of the Subordinated Debt or to enforce
the Subordinate Loan Documents, then Senior Creditor may, by virtue of this
Agreement, restrain the enforcement thereof in the name of Lender or in the name
of Borrower. If Subordinate Creditor, in violation of this Agreement, obtains
any cash or other assets of Borrower as a result of any administrative, legal or
equitable actions, or otherwise, Subordinate Creditor agrees forthwith to pay,
deliver and assign to Senior Creditor any such cash or other assets for
application, in the case of cash, upon the amount of the Senior Debt and, in the
case of non-cash assets, as additional collateral for the Senior Debt.

         Section 12. Termination; Final Payment. This Agreement shall continue
in full force and effect, and the obligations and agreements of Subordinate
Creditor and Borrower hereunder shall continue to be fully operative, until all
of the Senior Debt shall have been indefeasibly paid in full in cash, and all
commitments of the Senior Creditor to Borrower under

                                       11
<PAGE>

the Senior Credit Agreement shall have expired or been terminated. To the extent
that Borrower makes any payment on the Senior Debt or the Subordinated Debt that
is subsequently invalidated, declared to be fraudulent or preferential or set
aside or is required to be repaid to a trustee, receiver or any other party
under any bankruptcy, insolvency or reorganization act, state or federal law,
common law or equitable cause (such payment being hereinafter referred to as a
"Voided Payment"), then to the extent of such Voided Payment, that portion of
the Senior Debt or, as applicable, the Subordinated Debt that had been
previously satisfied by such Voided Payment shall be revived and continue in
full force and effect as if such Voided Payment had never been made. In the
event that a Voided Payment is recovered from Senior Creditor, an Event of
Default (under and as defined in the Senior Loan Documents) shall be deemed to
have existed and to be continuing from the date of Senior Creditor's initial
receipt of such Voided Payment until the full amount of such Voided Payment is
restored to Senior Creditor. During any continuance of any such Event of
Default, this Agreement shall be in full force and effect with respect to the
Subordinated Debt. To the extent that Subordinate Creditor has received any
payments with respect to any of the Subordinated Debt subsequent to the date of
Senior Creditor's initial receipt of such Voided Payment, Subordinate Creditor
shall be obligated and hereby agrees that any such payment so made or received
shall be deemed to have been received in trust for the benefit of Senior
Creditor and Subordinate Creditor hereby agrees to pay to Senior Creditor, upon
demand, the full amount so received by Subordinate Creditor during such period
of time to the extent necessary to fully restore to Senior Creditor the amount
of such Voided Payment; provided, however, that Subordinate Creditor's
obligations under this sentence shall become null and void after three hundred
and sixty-five (365) days following the receipt of such amount (which 365-day
period shall be tolled in the event of a court decree, order or injunction which
operates to suspend or stay the running of such period) if, at the time of such
receipt by Subordinate Creditor and during such period there is no pending
action in any Proceeding seeking repayment from the Senior Creditor of an amount
which could constitute a Voided Payment.

         Section 13. Insurance Proceeds. Proceeds of the Collateral include
insurance proceeds, and therefore, notwithstanding the terms set forth in the
Subordinate Loan Documents, the priorities set forth herein shall govern the
ultimate disposition of casualty insurance proceeds. Senior Creditor, as the
holder of a senior security interest on the Collateral insured shall have the
sole and exclusive right, as against Subordinate Creditor to adjust settlement
of insurance claims in the event of any covered loss, theft or destruction of
such Collateral. All proceeds of such insurance shall inure to Senior Creditor,
to the extent of the Senior Creditor claim, and Subordinate Creditor shall fully
cooperate in effecting the payment of insurance proceeds to Senior Creditor. In
the event Senior Creditor, in its sole discretion or pursuant to agreement with
the Borrower, permits the Borrower to utilize the proceeds of insurance to
replace Collateral, the consent of Senior Creditor thereto shall be deemed to
include the consent of Subordinate Creditor, provided the Senior Creditor shall
use its best efforts to provide Subordinate Creditor with notice of its intent
to so permit and an opportunity to discuss the same, but the failure of Senior
Creditor to so provide shall not affect the rights, duties and obligations of
Senior Creditor or Subordinate Creditor under, or be deemed to be a breach or
default under this Agreement. Notwithstanding the foregoing, in the event of the
death of Lewis Gould or Marc Applebaum,

                                       12
<PAGE>

Subordinate Creditor shall be entitled to collect, receive and retain the
proceeds of key man life insurance policies on Lewis Gould or Marc Applebaum and
apply such proceeds to the Subordinated Debt.

         Section 14. Grant of Security Interest. The Borrower shall not grant to
Subordinate Creditor any lien, mortgage, assignment or other security interest,
or enter into any transaction having the effect of securing the repayment of the
Subordinated Debt with any property owned or used by the Borrower unless Senior
Lender then holds or is simultaneously granted a prior lien, mortgage,
assignment or other prior security interest in the property; provided, however,
that this provision shall not apply to the life insurance referred to in Section
13 which is being collaterally assigned to the Subordinate Lender.

         Section 15. Pledged Stock. Borrower acknowledges and agrees that Senior
Lender and Subordinate Lender are each receiving pledges of the capital stock of
all of the direct and indirect subsidiaries of Q.E.P. Co., Inc. All of such
capital stock being pledged shall be delivered by Borrower to and held by Senior
Lender. In addition to maintaining possession thereof in order to perfect the
pledge in favor of Senior Lender, Senior Lender shall also hold such Pledged
Stock as collateral agent for Subordinate Lender for the sole purpose of
perfecting the pledge of such capital stock in favor of Subordinated Lender.
Senior Lender shall not have any fiduciary duty to or in favor of Subordinated
Lender in connection therewith and, notwithstanding its designation for purposes
of this paragraph as "collateral agent", shall have no agency responsibilities
of any kind whatsoever to Subordinate Lender except to hold such collateral and
deliver it to Subordinate Lender pursuant to the following sentence. In the
event that the Senior Debt is indefeasibly paid in full in cash and all
commitments of Senior Lender under the Senior Loan Agreements have terminated
and Subordinate Lender still holds obligations of Borrower, the Senior Lender
shall, unless a replacement Senior Lender shall have been granted a first
priority pledge of such capital stock and taken possession thereof, deliver such
Pledged Stock to Subordinate Lender and all obligations of Senior Lender with
respect to such pledged capital stock shall thereupon immediately cease.

         Section 16. Right to Cure. At such time that Senior Creditor shall have
received notice that an Event of Default has occurred and is continuing under
the Senior Loan Documents, the Subordinate Creditor shall thereupon have the
right, exercisable not more than twice during the term of this Agreement, to
cure any such default either during the grace period provided in the Senior Loan
Documents or at any time prior to the time that the Senior Creditor commences to
exercise any remedies, including, without limitation, acceleration of the Senior
Debt, provided to Senior Lender in the Senior Loan Documents.

         Section 17. Representations and Warranties. Each of the parties hereto
hereby represents and warrants that (a) it has full power, authority and legal
right to make and perform this Agreement, and (b) this Agreement is its legal,
valid and binding obligation, enforceable against it in accordance with its
terms.

                                       13
<PAGE>

         Section 18. Amendment. Neither this Agreement nor any of the terms
hereof may be amended, waived, discharged or terminated unless such amendment,
waiver, discharge or termination is in writing signed by Senior Creditor and
Subordinate Creditor.

         Section 19. Successors and Assigns. This Agreement and the terms,
covenants and conditions hereof shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns, and neither
the Senior Debt nor the Subordinated Debt shall be sold, assigned or transferred
unless the assignee or transferee thereof expressly takes such debt subject to
and agrees to be bound by the terms and conditions of this Agreement.
Subordinate Creditor and Senior Creditor further agree between themselves and
solely for their own collective benefit, that if Borrower is in the process of
refinancing a portion of the Senior Debt or Subordinated Debt with a new lender
(such refinancing to be in accordance with the provisions of the Senior Credit
Agreement and the Subordinate Loan Documents), and if the party who wishes to be
refinanced makes a request of the other parties hereto, Subordinate Creditor or
Senior Creditor, as the case may be, shall agree to enter into a new, substitute
agreement with the new lender; provided, however, that any such new, substitute
agreement shall be in a form, and contain such terms and conditions
substantially the same as this Agreement.

         Section 20. Governing Law. This Agreement will be construed in
accordance with and governed by the law of the State of Connecticut without
regard to principles of conflicts of law.

         Section 21. Notices. Whenever it is provided herein that any notice,
demand, request, consent, approval, declaration or other communication shall or
may be given to or served upon any of the parties by another, or whenever any of
the parties desires to give or serve upon another any such communication with
respect to this Agreement, each such notice, demand, request, consent, approval,
declaration, or other communication shall be in writing (including by telegraph,
telecopier or telex) and shall be deemed to have been duly given and received,
for purposes hereof, when (i) delivered by hand or three (3) days after being
deposited in the mail, postage prepaid, (ii) delivered by recognized overnight
courier or two (2) days after being deposited therewith, (iii) delivered by
facsimile on the actual date of receipt and (iv) delivered by telegraphic
notice, when delivered to the telegraph company, or in the case of telex notice,
when sent, answer back received, or in the case of telecopy notice, when sent to
the number set forth below, addressed as follows:

      (i)      If to Senior        Fleet Capital Corporation
               Lender:             200 Glastonbury Boulevard
                                   Glastonbury, CT  06033
                                   Attn: Robert Mahoney, Senior Vice President
                                   Telecopy No.: (860) 368-6029
                                   e-mail: robert_mahoney@fleetcapital.com

                                       14
<PAGE>

               with a copy to:     Pepe & Hazard LLP
                                   Goodwin Square
                                   Hartford, CT  06103-4302
                                   Attn: James C. Schulwolf, Esq.
                                   Telecopy No.: (860) 522-2796
                                   e-mail: jschulwolf@pepehazard.com

      (ii)     If to Borrower:     The entities listed on Schedule A hereto
                                   c/o Q.E.P. Co., Inc.
                                   1081 Holland Drive
                                   Boca Raton, FL  33487
                                   Attn: Marc Applebaum, Chief Financial Officer
                                   Telecopy No.:
                                   e-mail: marc_applebaum@qep.com

               with a copy to:     Holland & Knight
                                   701 Brickell Avenue, Suite 3000
                                   Miami, FL 33131
                                   Attn: Steven Sonberg, Esq.
                                   Telecopy No.: (305) 329-2351
                                   e-mail: ssonberg@hklaw.com

      (iii)    If to               The HillStreet Fund, L.P.
               Subordinate         c/o HillStreet Capital, Inc.
               Lender:             300 Main Street
                                   Cincinnati, OH 45202
                                   Attn: Christian L. Meininger, President
                                   Telecopy No.: (513) 412-3680
                                   e-mail: cmeininger@hscapital.com

               with a copy to:     Keating, Muething & Klekamp, P.L.L.
                                   1400 Provident Tower
                                   One East Fourth Street
                                   Cincinnati, OH  45202
                                   Attn: Timothy B. Matthews, Esq.
                                   Telecopy No.: (513) 579-6457
                                   e-mail: tmatthews@kmklaw.com

                                       15
<PAGE>

or at such address as may be substituted by notice given as herein provided. The
giving of any notice required hereunder may be waived in writing by the party
entitled to receive such notice. Every notice, demand, request, consent,
approval, declaration or other communication hereunder shall be deemed to have
been duly given or served on the date on which personally delivered, with
receipt acknowledged, or three (3) business days after the same shall have been
deposited in the United States mail, certified, return receipt requested.
Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to the persons designated above to
receive copies shall in no way adversely affect the effectiveness of such
notice, demand, request, consent, approval, declaration or other communication.

         Section 22. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         Section 23. FINAL AGREEMENT. THIS AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         Section 24. PROCEEDINGS. ANY JUDICIAL PROCEEDING BROUGHT BY OR AGAINST
SENIOR CREDITOR OR SUBORDINATE CREDITOR WITH RESPECT TO THIS OR ANY RELATED
AGREEMENT MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF
CONNECTICUT, UNITED STATES OF AMERICA, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT SUBORDINATE CREDITOR, SENIOR CREDITOR AND BORROWER ACCEPT FOR
THEMSELVES AND IN CONNECTION WITH THEIR PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND
IRREVOCABLY AGREE TO BE BOUND BY ANY FINAL, NONAPPEALABLE JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE
SENIOR CREDITOR TO BRING PROCEEDINGS AGAINST THE SUBORDINATED CREDITOR IN ANY
COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SUBORDINATE
CREDITOR AGAINST THE SENIOR CREDITOR INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS
AGREEMENT OR ANY RELATED AGREEMENT, SHALL BE BROUGHT ONLY IN A COURT LOCATED IN
THE STATE OF CONNECTICUT. THE SUBORDINATE CREDITOR WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT
ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON
CONVENIENS.

                                       16
<PAGE>

         Section 25. WAIVER OF JURY TRIAL. SENIOR CREDITOR AND SUBORDINATE
CREDITOR EACH HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH,
OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENTS OR
AGREEMENT EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE
TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND
SENIOR CREDITOR AND SUBORDINATE CREDITOR, EACH HEREBY AGREES AND CONSENTS THAT
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT JURY, AND THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION MAY BE
FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT BY EACH PARTY HERETO TO
THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

                                       17
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their proper and duly authorized officers as of the day and
year first above written. Each Loan Party, although not a direct party hereto,
has signed below to indicate its understanding of the foregoing and its
acceptance and agreement with all of the terms and provisions hereof.


                                   SENIOR LENDER:

                                   FLEET CAPITAL CORPORATION

                                   By:
                                      ---------------------------------------
                                       Name: Robert Mahoney
                                       Title: Senior Vice President


                                   SUBORDINATE LENDER:

                                   THE HILLSTREET FUND, L.P.

                                   By: HillStreet Capital, Inc.
                                      ---------------------------------------
                                       Its Investment Manager

                                   By:
                                      ---------------------------------------
                                       Name: Christian L. Meininger
                                       Title: President


                                   BORROWER:

                                   Q.E.P. CO., INC.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Chief Financial Officer
                                       Duly Authorized

                                       18
<PAGE>

                                   Q.E.P.-O'TOOL, INC.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Chief Financial Officer
                                       Duly Authorized


                                   MARION TOOL CORPORATION

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Chief Financial Officer
                                       Duly Authorized


                                   WESTPOINT FOUNDRY, INC.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Chief Financial Officer
                                       Duly Authorized


                                   ROBERTS CONSOLIDATED INDUSTRIES, INC.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Chief Financial Officer
                                       Duly Authorized


                                   ROBERTS HOLDING INTERNATIONAL INC.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Chief Financial Officer
                                       Duly Authorized

                                       19
<PAGE>

                                   ROBERTS COMPANY CANADA LIMITED

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Treasurer
                                       Duly Authorized


                                   ROBERTS U. K. LIMITED

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized


                                   ROBERTS GERMANY GmbH

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its: Director
                                       Duly Authorized


                                   ROBERTS S.A.R.L.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its: Director
                                       Duly Authorized


                                   ROBERTS JAPAN KK

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its: Director
                                       Duly Authorized

                                       20
<PAGE>

                                   ROBERTS HOLLAND B.V.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized


                                   Q.E.P. HOLDING B.V.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized


                                   Q.E.P. STONE HOLDINGS, INC.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Chief Financial Officer
                                       Duly Authorized


                                   Q.E.P. AUST. PTY. LIMITED

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized


                                   Q.E.P. CO. AUST. PTY. LIMITED

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its: Director
                                       Duly Authorized

                                       21
<PAGE>

                                   Q.E.P. CO. NEW ZEALAND, LIMITED

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its: Director
                                       Duly Authorized


                                   Q.E.P. CHILE LIMITADA

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized


                                   Q.E.P. ZOCALIS HOLDING, L.L.C.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized


                                   Q.E.P. ZOCALIS S.R.L.

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized


                                   BOIARDI PRODUCTS CORPORATION

                                   By
                                      ---------------------------------------
                                       Marc Applebaum
                                       Its Director
                                       Duly Authorized

                                       22
<PAGE>

                                   Schedule A

Q.E.P. Co., Inc.
Q.E.P.-O'Tool, Inc.
Marion Tool Corporation
Westpoint Foundry, Inc.
Roberts Consolidated Industries, Inc.
Roberts Holding International, Inc.
Roberts Company Canada Limited
Roberts U. K. Limited
Roberts Germany GmbH
Roberts S.A.R.L.
Roberts Japan KK
Q.E.P. Holding B.V.
Roberts Holland B.V.
Q.E.P. Stone Holdings, Inc.
Q.E.P. Aust. Pty, Limited
Q.E.P. Co. Aust. Pty, Limited
Q.E.P. Chile Limitada
Q.E.P. Co. New Zealand Limited
Q.E.P. Zocalis Holding L.L.C.
Q.E.P. Zocalis S.R.L.
Boiardi Products Corporation

                                       23