REVOLVING CREDIT AGREEMENT

                          dated December 3, 1997


                                   among


                            GUEST SUPPLY, INC.,
                          GUEST PACKAGING, INC.,
                        BRECKENRIDGE-REMY CO., and
                    GUEST DISTRIBUTION SERVICES, INC.,
                              as the Borrower


                      PNC BANK, NATIONAL ASSOCIATION
                   FIRST UNION NATIONAL BANK, as Lenders


                                    and


                 PNC BANK, NATIONAL ASSOCIATION, as Agent

<PAGE>
                             TABLE OF CONTENTS


                                                                        Page
                                                                        ----
ARTICLE 1.  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . .1
    Section 1.1  Defined Terms . . . . . . . . . . . . . . . . . . . . . .1
    Section 1.2  Other Definitional Provisions.. . . . . . . . . . . . . 19

ARTICLE 2.  AMOUNT AND TERMS OF COMMITMENTS. . . . . . . . . . . . . . . 19
    Section 2.1  Revolving Credit Commitments. . . . . . . . . . . . . . 19
    Section 2.2  Revolving Credit Note . . . . . . . . . . . . . . . . . 20
    Section 2.3  Procedure for Revolving Credit Borrowings . . . . . . . 20
    Section 2.4  Commitment Fees . . . . . . . . . . . . . . . . . . . . 21
    Section 2.5  Termination or Reduction of Commitments . . . . . . . . 22
    Section 2.6  Prepayments . . . . . . . . . . . . . . . . . . . . . . 22
    Section 2.7  Conversion and Continuation Options . . . . . . . . . . 23
    Section 2.8  Minimum Amounts of Tranches . . . . . . . . . . . . . . 24
    Section 2.9  Interest Rates and Payment Dates. . . . . . . . . . . . 24
    Section 2.10  Inability to Determine Interest Rate . . . . . . . . . 26
    Section 2.11  Payments/Funding . . . . . . . . . . . . . . . . . . . 26
    Section 2.12  Change in Legality . . . . . . . . . . . . . . . . . . 28
    Section 2.13  Increased Costs. . . . . . . . . . . . . . . . . . . . 29
    Section 2.14  Indemnity. . . . . . . . . . . . . . . . . . . . . . . 32
    Section 2.15  Letters of Credit. . . . . . . . . . . . . . . . . . . 33
    Section 2.16  Purpose of Loans . . . . . . . . . . . . . . . . . . . 37

ARTICLE 3  REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . 38
    Section 3.1  Financial Condition . . . . . . . . . . . . . . . . . . 38
    Section 3.2  No Material Adverse Change. . . . . . . . . . . . . . . 39
    Section 3.3  Corporate Existence; Compliance with Law. . . . . . . . 39
    Section 3.4  Corporate Power; Authorization; Enforceable
         Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 39
    Section 3.5  No Legal Bar. . . . . . . . . . . . . . . . . . . . . . 40
    Section 3.6  No Material Litigation. . . . . . . . . . . . . . . . . 40
    Section 3.7  No Default. . . . . . . . . . . . . . . . . . . . . . . 40
    Section 3.8  Ownership of Property; Liens. . . . . . . . . . . . . . 41
    Section 3.9  Intellectual Property . . . . . . . . . . . . . . . . . 41
    Section 3.10  No Burdensome Restrictions . . . . . . . . . . . . . . 41
    Section 3.11  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 41
    Section 3.12  Federal Regulations. . . . . . . . . . . . . . . . . . 42
    Section 3.13  Investment Company Act; Public Utility Holding
         Company Act; Other Regulations. . . . . . . . . . . . . . . . . 42
    Section 3.14  Subsidiaries . . . . . . . . . . . . . . . . . . . . . 42
    Section 3.15  Employee Grievances. . . . . . . . . . . . . . . . . . 42
    Section 3.16  ERISA. . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE 4  CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . 44
    Section 4.1  Conditions to Effective Date. . . . . . . . . . . . . . 44
    Section 4.2  Conditions to Each Loan . . . . . . . . . . . . . . . . 45

ARTICLE 5  AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . 46
    Section 5.1  Financial Statements. . . . . . . . . . . . . . . . . . 47
    Section 5.2  Certificates; Other Information . . . . . . . . . . . . 48
    Section 5.3  Payment of Obligations. . . . . . . . . . . . . . . . . 49
    Section 5.4  Conduct of Business and Maintenance of
         Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
    Section 5.5  Maintenance of Property; Insurance. . . . . . . . . . . 49
    Section 5.6  Inspection of Property; Books and Records;
         Discussions . . . . . . . . . . . . . . . . . . . . . . . . . . 49
    Section 5.7  Notices . . . . . . . . . . . . . . . . . . . . . . . . 50
    Section 5.8  ERISA Compliance. . . . . . . . . . . . . . . . . . . . 50

ARTICLE 6  NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . 51
    Section 6.1  Limitation on Indebtedness. . . . . . . . . . . . . . . 51
    Section 6.2  Limitation on Liens . . . . . . . . . . . . . . . . . . 52
    Section 6.3  Limitation on Contingent Obligations. . . . . . . . . . 54
    Section 6.4  Limitations on Fundamental Changes. . . . . . . . . . . 54
    Section 6.5  Limitation on Sale of Assets. . . . . . . . . . . . . . 54
    Section 6.6  Limitation on Investments, Loans and Advances . . . . . 55
    Section 6.7  Limitation on Optional Payments and
                 Modifications of Debt Instruments . . . . . . . . . . . 56
    Section 6.8  Transactions with Affiliates. . . . . . . . . . . . . . 56
    Section 6.9  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . 56
    Section 6.10  Limitation on Conduct of Business. . . . . . . . . . . 56
    Section 6.11  Tangible Net Worth . . . . . . . . . . . . . . . . . . 57
    Section 6.12  Fixed Charge Coverage Ratio. . . . . . . . . . . . . . 57
    Section 6.13  Funded Debt to EBITDA. . . . . . . . . . . . . . . . . 57
    Section 6.14  Capital Expenditures.. . . . . . . . . . . . . . . . . 57
    Section 6.15  Obligor Tangible Assets. . . . . . . . . . . . . . . . 57
    Section 6.16  ERISA Obligations. . . . . . . . . . . . . . . . . . . 57

ARTICLE 7  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . 57
    Section 7.1  Events of Default . . . . . . . . . . . . . . . . . . . 57

ARTICLE 8  THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . 61
    Section 8.1  Actions . . . . . . . . . . . . . . . . . . . . . . . . 61
    Section 8.2  Exculpation . . . . . . . . . . . . . . . . . . . . . . 62
    Section 8.3  Successor . . . . . . . . . . . . . . . . . . . . . . . 63
    Section 8.4  Credit Decisions. . . . . . . . . . . . . . . . . . . . 63
    Section 8.5  Notices, etc. from Agent. . . . . . . . . . . . . . . . 64
    Section 8.6  Security Documents. . . . . . . . . . . . . . . . . . . 64

ARTICLE 9  PURCHASING LENDER . . . . . . . . . . . . . . . . . . . . . . 64
    Section 9.1  Purchasing Lender . . . . . . . . . . . . . . . . . . . 64
    Section 9.2  Disclosure of Information . . . . . . . . . . . . . . . 66
    Section 9.3  Pledges to Federal Reserve Bank . . . . . . . . . . . . 66

ARTICLE 10  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 66
    Section 10.1  Amendments and Waivers . . . . . . . . . . . . . . . . 66
    Section 10.2  Notices. . . . . . . . . . . . . . . . . . . . . . . . 69
    Section 10.3  No Waiver; Cumulative Remedies . . . . . . . . . . . . 71
    Section 10.4  Survival of Representations and Warranties
         . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
    Section 10.5  Payment of Expenses and Taxes. . . . . . . . . . . . . 71
    Section 10.6  Successors and Assigns . . . . . . . . . . . . . . . . 73
    Section 10.7  Set-off/Sharing. . . . . . . . . . . . . . . . . . . . 73
    Section 10.8  Original Agreement . . . . . . . . . . . . . . . . . . 74
    Section 10.9  Counterparts . . . . . . . . . . . . . . . . . . . . . 74
    Section 10.10  Severability. . . . . . . . . . . . . . . . . . . . . 74
    Section 10.11  Integration . . . . . . . . . . . . . . . . . . . . . 75
    Section 10.12  Governing Law . . . . . . . . . . . . . . . . . . . . 75
    Section 10.13  Submission To Jurisdiction; Waivers . . . . . . . . . 75
    Section 10.14  Acknowledgments . . . . . . . . . . . . . . . . . . . 76
    Section 10.15  Waivers of Jury Trial . . . . . . . . . . . . . . . . 76




Exhibits

Exhibit A          Revolving Credit Note
Exhibit B          Borrowing Base Certificate
Exhibit C          Issuance Request
Exhibit D          Form of Letter of Credit
Exhibit E          Form of Letter of Credit
Exhibit F          Opinion of Counsel


Schedules

Schedule I    Commitments
Schedule II   Consents ( 3.4(b))
Schedule III  Litigation ( 3.6)
Schedule IV   Intellectual Property
Schedule V    Subsidiaries ( 3.14)
Schedule VI   Employee Grievances ( 3.15)
Schedule VII  ERISA Plans ( 3.16)
Schedule VIII Liens ( 6.2(g))

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                        REVOLVING CREDIT AGREEMENT


    REVOLVING CREDIT AGREEMENT, dated December 3, 1997
among GUEST SUPPLY, INC. ("GSI"), a New Jersey corporation, Guest
Packaging, Inc., a New Jersey corporation, BRECKENRIDGE-REMY CO.,
a Delaware corporation, and GUEST DISTRIBUTION SERVICES, INC., a
Delaware corporation, jointly and severally as co-obligors
(collectively, the "Borrower"), PNC BANK, NATIONAL ASSOCIATION
and FIRST UNION NATIONAL BANK (each a "Lender" and, collectively,
the "Lenders") and PNC BANK, NATIONAL ASSOCIATION as agent for
the Lenders (in such capacity, the "Agent").


                           W I T N E S S E T H:

    WHEREAS, GSI, Guest Packaging, Inc. and Breckenridge-
Remy Co., Lenders and Agent entered into a Revolving Credit and
Term Loan (the "Original Agreement") dated October 31, 1995; and

    WHEREAS, the Borrower has requested the Lenders to
extend a new credit facility to Borrower; and

    WHEREAS, the Lenders have agreed, upon the terms and
conditions set forth herein, to extend such credit facility to
the Borrower; and

    WHEREAS, the Borrower and Lenders have agreed that the
Original Agreement will be terminated and amounts outstanding
thereunder will be repaid simultaneously with the making of the
initial loan hereunder.

    NOW, THEREFORE, in consideration of the premises, and
for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Lenders, the Agent
and the Borrower hereby agree as follows:

    ARTICLE 1.  DEFINITIONS

    Section 1.1  Defined Terms.  As used in this Agreement,
the following terms shall have the following meanings:

    "Affiliate" as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this
definition, "control" of a Person means the power, directly or
indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors of
such Person or (b) direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.

    "Agent" (a) PNC Bank, National Association; or (b) such
other bank or financial institution as shall have been
subsequently appointed as successor Agent pursuant to Section 8.3
of this Agreement.

    "Agreement" this Revolving Credit Agreement, as
amended, supplemented or otherwise modified from time to time.

    "Applicable Margin" means a rate per annum determined
in accordance with the Pricing Schedule.

    "Assignment and Acceptance" as defined in Section 9.1.

    "Available Commitment" at any time with respect to
Revolving Credit Loans for each Lender, an amount equal to (i)
the amount of such Lender's Commitment at such time to make
Revolving Credit Loans minus (ii) the sum of (a) the aggregate
principal amount of all then outstanding Revolving Credit Loans
made by such Lender and (b) the amount of such Lender's
Percentage of the Letter of Credit Outstandings at such time.

    "Board" the Board of Governors of the Federal Reserve
System of the United States.

    "Borrowing Base" an amount equal to the sum of (x) 80%
of the value of Eligible Receivables for the most recent
Calculation Period plus (y) 20% of the aggregate amount of Letter
of Credit Outstandings (less the then aggregate amount of all
unpaid and outstanding Reimbursement Obligations) during such
Calculation Period, provided, however, that if the value of "x"
is less than "y," then the Borrowing Base shall be equal to "x"
only.

    "Borrowing Base Certificate" a certificate in the form
of Exhibit B hereto to be delivered by the Borrower for each
Calculation Period.

    "Borrowing Date" any Business Day specified in a notice
pursuant to Section 2.3 as a date on which a Borrower requests
the Lenders to make Loans.

    "Business Day" a day other than Saturday, Sunday or
other day on which commercial banks in New Jersey are authorized
or required by law to be closed and, in the case of Eurodollar
Loans, a day which is also a Working Day.

    "CAPEX" for any period, the cost attributed in
accordance with GAAP consistent with those applied in preparation
of the financial statements referred to in Section 5.1 hereof to
acquisitions during such period by GSI and/or its consolidated
Subsidiaries of any asset, tangible or intangible, or
replacements or substitutes therefor or additions thereto which
are treated as a non current asset on such financial statements,
including, without limitation, the acquisition or construction of
assets having a useful life of more than one year.

    "Calculation Period" each successive calendar month,
beginning November 1, 1997.

    "Capital Lease Obligations" of any Person for any
period, the obligations of such Person to pay rent and other
amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination
thereof, for such period, which obligations are required to be
classified and accounted for as capital leases on a balance sheet
of such Person under GAAP.

    "Capital Stock" any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all
warrants or options to purchase any of the foregoing.

    "Change in Control" means the acquisition by any
Person, or two or more Persons acting in concert (other than any
individuals who are members of GSI's senior management on the
Effective Date or any entity, if and so long as, the majority of
equity and voting interests in which is owned by one or more of
such individuals), of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of greater than 50% of the
outstanding shares of voting stock of GSI.

    "Closing Date" the date on which the Lenders make the
initial Loan.

    "Code" the Internal Revenue Code of 1986, as amended
from time to time.

    "Commitment" for each Lender at any time from and
including the Effective Date to but excluding the Maturity Date
the lesser of (i) the amount set forth opposite such Lender's
name in Schedule I under the heading "Commitment" as such amount
may be adjusted pursuant to Sections 2.5 or 9.1 and (ii) the
product of such Lender's Percentage and the Borrowing Base for
the then immediately preceding Calculation Period; (subject to an
aggregate sublimit for all Lenders of $1,000,000 for Letters of
Credit).

    
    "Consolidated Current Liabilities" at a particular
date, the sum of all amounts which would, in conformity with
GAAP, be included under current liabilities on a consolidated
balance sheet of GSI as at such date.

    "Consolidated EBITDA" means, for any fiscal period, the
sum of (i) Consolidated Net Income (Loss) for such period plus,
(ii) Consolidated Interest Expense, plus (iii) depreciation, plus
(iv) amortization of intangible assets and plus (v) federal,
state and local income taxes; all computed and calculated in
accordance with GAAP.

    "Consolidated Intangibles" at a particular date, all
assets of GSI, determined on a consolidated basis at such date,
that would be classified as intangible assets in accordance with
GAAP, but in any event including, without limitation, unamortized
organization and reorganization expense, patents, trade or
service marks, franchises, trade names and goodwill.

    "Consolidated Interest Expense" for any period, the
total interest expense for such period (including, without
limitation, that attributable to Capital Lease Obligations in
accordance with GAAP) of GSI and its consolidated Subsidiaries
with respect to all outstanding Indebtedness of GSI and its
consolidated Subsidiaries.

    "Consolidated Net Income" for any period, the
consolidated net income (or net loss) of GSI and its consolidated
Subsidiaries for such period, determined in accordance with GAAP.

    
    "Consolidated Obligor Tangible Assets" means, at any
time, Consolidated Tangible Assets at such time, excluding,
however, in the determination thereof any assets for any
Subsidiary of GSI unless such Subsidiary is one of the Persons
constituting the Borrower at such time or has guaranteed payment
of the Obligations pursuant to Section 6.6(f).

    "Consolidated Tangible Assets" means, at any time,
(a) the total assets of GSI and its consolidated Subsidiaries as
would be shown on a consolidated balance sheet of GSI and its
Consolidated Subsidiaries as of such time prepared in accordance
with GAAP, minus (b) to the extent included in clause (a),    the
net book value of all Consolidated Intangibles deducting any
reserves applicable thereto).

    "Consolidated Tangible Net Worth" at a particular date,
(a) the sum of all amounts which would be included under
shareholders' equity on a consolidated balance sheet of GSI and
its consolidated Subsidiaries determined in accordance with GAAP
as at such date minus (b) Consolidated Intangibles as at such
date.

    "Contingent Obligation" as to any Person any guarantee
of payment, collection or performance by such Person of any
Indebtedness or other obligation of any other Person, or any
agreement to provide financial assurance with respect to the
financial condition, or the payment of the obligations of, such
other Person (including, without limitation, purchase or
repurchase agreements, reimbursement agreements with respect to
letters of credit or acceptances, indemnity arrangements, grants
of security interests to support the obligations of another
Person, keepwell agreements and take-or-pay or through-put
arrangements) which has the effect of assuring or holding
harmless any third Person against loss with respect to one or
more obligations of such other Person; provided, however, that
the term Contingent Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of
business or indemnities entered into in the ordinary course of
business in connection with the sale of inventory or licensing of
intellectual property or other proprietary information. The
amount of any Contingent Obligation of any Person shall be deemed
to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which
such Contingent Obligation is made and (b) the maximum amount for
which such contingently liable Person may be liable pursuant to
the terms of the instrument embodying such Contingent Obligation,
unless such primary obligation and the maximum amount for which
such contingently liable Person may be liable are not stated or
determinable, in which case the amount of such Contingent
Obligation shall be such contingently liable Person's maximum
reasonably anticipated liability in respect thereof as determined
by the contingently liable Person in good faith.

    "Contractual Obligation" as to any Person, any
provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person
is a party or by which it or any of its property is bound.

    "Controlled Group" as set forth in Section 1563(a) of
the Code.
         "CPLTD" for any period, the sum of (i) the current
portion of Capital Lease Obligations of GSI and its consolidated
Subsidiaries and any permitted prepayments of Subordinated Debt
of GSI and its consolidated Subsidiaries, and (ii) all other
amounts which were, or would be, in conformity with GAAP included
under current portion of long term debt on the consolidated
balance sheet of GSI for the relevant period then ended; provided
that the calculation of CPLTD shall not include the current
portion of any Loans.

    "Default" any of the events specified in Section 7.1,
whether or not any requirement for the giving of notice, the
lapse of time, or both, or any other condition, has been
satisfied.

    "Dollar" and "$" lawful currency of the United States
of America.

    "Effective Date" as set forth in Section 4.1.

    "Eligible Receivables" all accounts receivable of each
of the Persons constituting the Borrower other than accounts
receivable (i) which have remained unpaid for more than 90 days
after the date of their creation; (ii) which are owed by any
Person where 50% or more of the receivables owed by such Person
would be excluded by reason of clause (i) of this definition (the
"50% Rule"); (iii) which are owed by any Affiliate of any Person
constituting the Borrower to any Person constituting the Borrower
or another Affiliate; (iv) which are payable by any Person not
incorporated in a jurisdiction which is part of the United States
of America or any state thereof; (v) as to which the goods which
gave rise to the receivable have been or are being returned or as
to which a credit has been claimed; (vi) as to which
(collectively, "Contras") the account party is or may set off
against or net out amounts due such account party by any Person
constituting the Borrower; (vii) as to which there are accrued
and unpaid late charges, to the extent of such late charges
(provided, that this clause (vii) shall not derogate from the
provisions of clause (i) above); (viii) which are payable by any
Person which is the subject of any voluntary or involuntary
bankruptcy or insolvency proceeding (state or federal), which has
made a general assignment for the benefit of creditors or had a
receiver, trustee or other similar official appointed with
respect to all or a substantial portion of its properties or
which has ceased doing business; or (ix) which Lender deems to be
otherwise unacceptable in its reasonable judgement.

    "ERISA" means the Employee Retirement Income Security
Act of 1974 (and any sections of the Code amended by it), as the
same from time to time may be amended, supplemented or modified,
and all regulations promulgated thereunder. 

    "ERISA Affiliate" means each trade or business (whether
or not incorporated) which together with any Person constituting
the Borrower would be deemed to be a single employer under
Section 414 of the Code.

    "Eurocurrency Reserve Requirements" for any day as
applied to a Eurodollar Loan, the aggregate (without duplication)
of the rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves
under any regulations of the Board or other Governmental
Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the
Federal Reserve System. Eurodollar Loans shall be deemed to
constitute Eurocurrency Liabilities and to be subject to such
reserve requirements without benefit of or credit for proration,
exceptions or offsets which may be available from time to time to
Lender under Regulation D.

    "Eurodollar Base Rate" with respect to each day during
each Interest Period pertaining to a Eurodollar Loan, the rate
per annum equal to the rate at which PNC or its Affiliate is
offering Eurodollar deposit-based loans to prime banks at or
about 10:00 a.m., New Jersey time, two Business Days prior to the
beginning of such Interest Period,

         (a) in the interbank eurodollar market where the
    eurodollar and foreign currency exchange operations in
    respect of its Eurodollar Loans then are being
    conducted,

         (b) for delivery on the first day of such Interest
    Period,

         (c) for the number of days contained therein and

         (d) in an amount comparable to PNC's Percentage of
    the Eurodollar Loan to be outstanding during such
    Interest Period.

    "Eurodollar Loans" Loans whose rate of interest is
based upon the Eurodollar Rate.

    "Eurodollar Rate" with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum
for such day (rounded upward to the nearest 1/100 of 1%) obtained
by dividing (x) the Eurodollar Base Rate by (y) 1.00 minus the
then current Eurocurrency Reserve Requirement.

    "Event of Default" as defined in Section 7.1.

    "Federal Funds Rate" for any period, a fluctuating
interest rate per annum (based on a 360 day year) equal for each
day during such period to the average of the rates of interest
charged on overnight federal funds transactions, with member
banks of the Federal Reserve System only, as published for any
day which is a Business Day by the Federal Reserve Bank of New
York (or, in the absence of such publication, as reasonably
determined by the Agent).

    "Fixed Charge Coverage Ratio" means, as of the last day
of any fiscal quarter of GSI, the ratio of (i) the sum of
(x) earnings before tax of GSI and its consolidated Subsidiaries,
(y) Consolidated Interest Expense, plus (z) rent expense under
operating leases of GSI and its consolidated Subsidiaries for the
four consecutive fiscal quarters of GSI and its consolidated
Subsidiaries ending on such date to (ii) the sum of
(x) Consolidated Interest Expense, (y) rent expense under
operating leases of GSI and its consolidated Subsidiaries plus
(z) CPLTD for such period.

    "Funded Debt" for any Person, at any date of
determination, for GSI and its Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP);
obligations created, issued or incurred for borrowed money
(whether by loan or the issuance and sale of debt securities or
otherwise).

    "GAAP" generally accepted accounting principles in the
United States of America consistent with those utilized in
preparing the audited financial statements referred to in Section
5.1(a).

    "Governmental Authority" any nation or government, any
state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

    "Indebtedness" of any Person at any date (without
duplication):

         (a) all indebtedness of such Person for borrowed
    money or for the deferred purchase price of property or
    services (other than current trade liabilities incurred
    in the ordinary course of business and payable in
    accordance with customary practices),

         (b) any other indebtedness of such Person which is
    evidenced by a note, bond, debenture or similar
    instrument,

         (c) all Capital Lease Obligations of such Person,

         (d) all reimbursement and other obligations of such
    Person in respect of letters of credit, acceptances and
    similar obligations issued or created for the account
    of such Person,

         (e) all liabilities secured by any Lien on any
    property owned by such Person even though such Person
    has not assumed or otherwise become liable for the
    payment thereof,

         (f) net liabilities of such Person under interest
    rate cap agreements, interest rate swap agreements,
    foreign currency exchange agreements and other hedging
    agreements or arrangements,

         (g) all Contingent Obligations of such Person, and

         (h) withdrawal liabilities of such Person or any
    Commonly Controlled Entity under a Plan.

The Indebtedness of any Person shall include any Indebtedness of
any partnership in which such Person is a general partner.

    "indemnified liabilities" as defined in Section 10.5.

    "Intellectual Property" has the meaning ascribed
thereto in Section 3.9.

    "Interest Payment Date" (a) as to any Loan, the first
day of each calendar month to occur while such Loan is
outstanding, beginning on the first day of the first full
calendar month occurring after the date of such Loan, and (b) in
addition, as to any Eurodollar Loan the last day of each Interest
Period with respect thereto.  Interest shall accrue from and
including the first day of an Interest Period to but excluding
the last day of such Interest Period.

    "Interest Period" with respect to any Eurodollar Loan:

         (a) initially, the period commencing on the
    borrowing or conversion date, as the case may be, with
    respect to such Eurodollar Loan and ending one, two,
    three, six or twelve months thereafter, as selected by
    the Borrower in its notice of borrowing or notice of
    conversion, given with respect thereto, subject to
    availability; and

         (b) thereafter, each period commencing on the last
    day of the next preceding Interest Period applicable to
    such Eurodollar Loan and ending one, two, three, six or
    twelve months thereafter, as selected by the Borrower
    by irrevocable notice to the Agent given not less than
    three Business Days prior to the last day of the then
    current Interest Period with respect thereto, subject
    to availability;

provided that, the foregoing provisions relating to Interest
Periods are subject to the following:

         (1) if any Interest Period would end on a day other
    than a Business Day such Interest Period shall be
    extended to the next Business Day unless, in the case
    of a Eurodollar Loan, such next succeeding Business Day
    would fall in the next calendar month, in which case
    such Interest Period shall end on the next preceding
    Business Day;

         (2) in the case of a Eurodollar Loan, if an
    Interest Period commences on the last day in a calendar
    month that is a Business Day, such Interest Period
    shall end on the last day that is a Business Day in the
    month that is the specified number of months after the
    month in which such Interest Period commenced; and

         (3) an Interest Period that otherwise would extend
    beyond the Maturity Date shall end on the Maturity
    Date.

    "Issuance Request" a certificate duly executed by a
Responsible Officer of any Person constituting the Borrower in
substantially the form of Exhibit C hereto, and delivered to the
Issuer (with a copy to the Agent) requesting the issuance of a
Letter of Credit described therein.

    "Issuer" PNC.

    "Letter of Credit" has the meaning set forth in Section
2.15(a) hereof.

    "Letter of Credit Availability" at any time, the lesser
of (a) $1,000,000 minus any Letter of Credit Outstanding(s) and
(b) the then Available Commitment for Revolving Credit Loans and
Letters of Credit.

    "Letter of Credit Outstandings" at any time, an amount
equal to the sum of (a) the aggregate undrawn, available amount
at such time of all Letters of Credit then outstanding plus (b)
the then aggregate amount of all unpaid and outstanding
Reimbursement Obligations.

    "Lien" any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other),
other charge or security interest; or any preference, priority or
other agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale
or other title retention agreement, any Capital Lease Obligations
having substantially the same economic effect as any of the
foregoing).  A precautionary filing of a financing statement by a
lessor of property (other than with respect to a Capital Lease
Obligation) covering only such property shall not constitute a
Lien.

    "Loan" any loan made by the Lenders pursuant to this
Agreement (whether denominated as a Prime Rate Loan, Eurodollar
Loan or otherwise).

    "Loan Documents" this Agreement, the Notes and the
Security Documents.

    "Material Adverse Effect" a material adverse effect on
(a) the business, operations, property or condition (financial or
otherwise) of GSI and the Subsidiary Borrowers, taken as a whole,
or (b) the validity or enforceability of (i) this Agreement, any
of the Notes or the other Loan Documents or (ii) the rights or
remedies of the Lender hereunder or thereunder.

    "Maturity Date" December 3, 2002.

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

    "Notes" the collective reference to the Revolving
Credit Notes.

    "Note Purchase Agreements" the collective reference to
the Note Purchase Agreement dated as of December 3, 1997 among
Borrower and the Mutual Life Insurance Company of New York, the
Note Purchase Agreement dated as of December 3, 1997 among
Borrower and Great West Life & Annuity Insurance Company, the
Note Purchase Agreement dated as of December 3, 1997 among
Borrower and AUSA Life Insurance Company, Inc. and the Note
Purchase Agreement dated as of December 3, 1997 among Borrower
and Nationwide Life and Annuity Insurance Company; pursuant to
which the Borrower is issuing the Senior Notes in the Private
Placement, as the same may be amended, modified or supplemented,
from time to time.

    "Obligations" all obligations (monetary or otherwise)
of the Borrower to the Lenders and/or the Agent arising under or
in connection with this Agreement (including, without limitation,
the Reimbursement Obligations and the Letters of Credit), the
Notes and the other Loan Documents.
         
    "Obligor Fixed Charge Coverage Ratio" means, as of the
last day of any fiscal quarter of GSI, the ratio of (i) the sum
of (x) earnings before tax of the Borrower and each Subsidiary
which has guaranteed the Obligations pursuant to Section 6.6,
(y) Consolidated Interest Expense of the Borrower and each
Subsidiary which has guaranteed the Obligations pursuant to
Section 6.6, plus (z) rent expense under operating leases of the
Borrower and each Subsidiary which has guaranteed the Obligations
pursuant to Section 6.6 for the four consecutive fiscal quarters
of GSI ending on such date to (ii) the sum of (x) Consolidated
Interest Expense (but excluding Consolidated Interest Expense of
any Subsidiary of GSI which is not a Person constituting the
Borrower or which has not guaranteed the Obligations pursuant to
Section 6.6), (y) rent expense under operating leases of the
Borrower and each Subsidiary which has guaranteed the Obligations
pursuant to Section 6.6 plus (z) CPLTD for such period (but
excluding Consolidated Interest Expense of any Subsidiary of GSI
which is not a Person constituting the Borrower or which has not
guaranteed the Obligations pursuant to Section 6.6).
    
    "Payment Office" as specified in Section 2.14.

    "PBGC" the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA, and any
entity succeeding to any or all of its functions under ERISA. 

    "Percentage" of any Lender means, at any time, with
respect to Revolving Credit Loans, the percentage set forth
opposite such Lender's name on Schedule I hereto under the
heading "Revolving Credit Loans."

    "Permitted Investments" 

         (a)  marketable direct obligations issued or
    unconditionally guaranteed by the United States of
    America or issued by any agency thereof and backed by
    the full faith and credit of the United States of
    America, in each case maturing within six months from
    the date of acquisition thereof;

         (b)  marketable general obligations issued by any
    state of the United States of America or any political
    subdivision of any such state or any public
    instrumentality thereof maturing within six months from
    the date of acquisition thereof and, at the time of
    acquisition, having one of the two highest ratings
    generally obtainable from either Standard & Poor's
    Corporation or Moody's Investors Service, Inc.;

         (c)  without limiting the provisions of subsection
    (d) of this definition, commercial paper maturing no
    more than six months from the date of acquisition
    thereof and, at the time of acquisition, having a
    rating of A-1 (or the equivalent) or higher from
    Standard & Poor's Corporation and P-1 (or the
    equivalent) or higher from Moody's Investors Service,
    Inc.;

         (d) commercial paper maturing no more than six
    months from the date of acquisition thereof and issued
    by (i) the holding company of any Lender or (ii) the
    holding company of any other bank that has (A) combined
    capital, surplus and undivided profits (less any
    undivided losses) of not less than $250 million, (B) a
    Keefe Bank Watch Rating of C or better and (C)
    commercial paper having a rating of A-2 (or the
    equivalent) from Standard & Poor's Corporation or P-2
    (or the equivalent) or higher from Moody's Investors
    Service, Inc.;

         (e)  domestic and Eurodollar certificates of
    deposit, time or demand deposits or bankers'
    acceptances maturing within six months from the date of
    acquisition issued or guaranteed by or placed with, and
    money market deposit accounts issued or offered by:

           (i) any Lender,

             (ii) any other commercial bank organized under
             the laws of the United States of America or any
             state thereof or the District of Columbia
             having combined capital, surplus and undivided
             profits (less any undivided losses) of not less
             than $500 million,

             (iii) any branch located in the United States
             of America of a commercial bank organized under
             the laws of the United Kingdom or Canada having
             combined capital, surplus and undivided profits
             (less any undivided losses) of not less than
             $500 million or

             (iv) any domestic commercial bank the deposits
             of which are guaranteed by the Federal Deposit
             Insurance Corporation, provided that (A) the
             full amount of the deposits of the Person
             making such Permitted Investment are so
             guaranteed and (B) the aggregate amount of all
             Permitted Investments under this clause (iv)
             does not exceed $500,000; and

         (f)  fully collateralized repurchase agreements
    with a term of not more than 30 days for underlying
    securities of the type described in subsections (a) and
    (b) of this definition, entered into with any
    institution meeting the qualifications specified in
    clause (d) or subclauses (i) through (iii) of clause
    (e) of this definition; provided, in each case, that
    such obligations are payable in Dollars.

    "Person" an individual, partnership, corporation,
limited liability company, business trust, joint stock company,
trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

    "Plan" any employee benefit plan which is subject to
ERISA and which covers the employees or former employees of any
Person constituting the Borrower or an ERISA Affiliate, under
which any Person constituting the Borrower or an ERISA Affiliate
has any obligation or liability or under which such Person or an
ERISA Affiliate has made contributions within the preceding five
years.  References herein to a Plan shall include any
Multiemployer Plan.

    "PNC" PNC Bank, National Association.

    "Pricing Schedule" means the Schedule identified as
such, attached hereto and made a part hereof.

    "Prime Rate" means the rate of interest per annum
publicly announced from time to time by PNC as its prime rate in
effect at its principal office in Moorestown, New Jersey.  The
Prime Rate is not intended to be the lowest rate of interest
charged by PNC in connection with extensions of credit to
debtors.

    "Prime Rate Loans" Loans whose interest rate is based
on the Prime Rate.

    "Private Placement" means the issuance of an aggregate
of $25,000,000 in original face amount of Series A Senior Notes
due November 15, 2009, Series B Senior Notes due November 15,
2007 and Series C Senior Notes due November 15, 2003 pursuant to
the Note Purchase Agreements.

    "Purchasing Lender" as defined in Section 9.1.

    "Regulation U" Regulation U of the Board of Governors
of the Federal Reserve System as in effect from time to time.

    "Reimbursement Obligation" as defined in Section
2.15(h) hereof.

    "Reportable Event" any event set forth in Section
4043(b) of ERISA or the regulations thereunder.

    "Required Lenders" each of PNC and First Union National
Bank, so long as they are the only Lenders, and at any time when
such institutions are not the sole Lenders, the Lenders holding
66 2/3% of the aggregate Commitments, if no Loans are
outstanding, and, otherwise, Lenders holding 66 2/3% of
outstanding Loans and Letter of Credit Outstandings.

    "Requirement of Law" as to any Person, the Certificate
of Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation
or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person
or any of its property is subject.

    "Responsible Officer" in such Person's capacity as
such, the chief executive officer of any Person constituting the
Borrower and the president of such Person (if not the chief
executive officer) and, with respect to financial matters, the
chief financial officer or corporate controller of such Person.

    "Revolving Credit Loans" as defined in Section 2.1(a).

    "Revolving Credit Note" as defined in Section 2.2.

    "Revolving Loan Commitment" as to any Lender, the
obligation of such Lender to make Revolving Credit Loans to the
Borrower hereunder.

    "Security Documents" the collective reference to any
guarantee(s) delivered pursuant to Section 6.6(f).

    "Senior Notes" the collective reference to the
$15,000,000 7.06% Series A Senior Notes due November 15, 2009,
the $5,000,000 6.95% Series B Senior Notes due November 15, 2007
and $5,000,000 6.70% Series C Senior Notes due November 15, 2003
as the same may be amended, modified or supplemented from time to
time.

    "Subordinated Debt" any unsecured Indebtedness of any
Person constituting the Borrower (a) no part of the principal of
which is stated to be payable or is required to be paid (whether
by way of mandatory sinking fund, mandatory redemption, mandatory
prepayment or otherwise) prior to October 31, 2002, and the
payment of the principal of and interest on which and other
obligations of the Borrower in respect thereof are subordinated
to the prior payment in full of the principal of and interest
(including post-petition interest) on the Notes and all other
Obligations hereunder on terms and conditions approved in writing
by the Required Lenders and (b) otherwise containing terms,
covenants and conditions satisfactory in form and substance to
the Required Lenders, as evidenced by their prior written
approval thereof.

    "Subsidiary" as to any Person (a "Parent") (a) any
other Person in which the Parent owns or controls, directly or
indirectly, more than 50% of the Capital Stock of such Person,
(b) any other Person of which such percentage of Capital Stock
shall at the time be owned or controlled by the Parent or one or
more of its Subsidiaries as defined in clause (a) or by one or
more such Subsidiaries, or (c) any other Person of which Capital
Stock having ordinary voting power (other than stock or such
other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of
directors or other managers of such Person are at the time owned,
or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such
Parent.

    "Subsidiary Borrower" Guest Packaging, Inc.,
Breckenridge-Remy Co. or Guest Distribution Services, Inc., as
the case may be, and, collectively, the "Subsidiary Borrowers."

    "Taxes" for any period, the amount of taxes on income
which would, in conformity with GAAP, be set forth on the income
statements of GSI and its consolidated Subsidiaries net of the
amount of any net operating losses used in determining the amount
of such Taxes.

    "Tranche" the collective reference to Eurodollar Loans
whose Interest Periods begin on the same date and end on the same
later date (whether or not such Loans originally were made on the
same day).

    "Type" as to any Loan, its nature as a Prime Rate Loan
or a Eurodollar Loan.

    "Working Day" any Business Day on which dealings in
foreign currencies and exchange between banks may be carried on
in London, England.

    Section 1.2  Other Definitional Provisions.

         (a)  Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when
used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto.

         (b)  As used herein and in the Notes, and any
certificate or other document made or delivered pursuant hereto,
accounting terms relating to GSI and its Subsidiaries not defined
in Section 1.1 and accounting terms partly defined in Section
1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP.

         (c)  The words "hereof," "herein" and "hereunder"
and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular
provision of this Agreement, and Section, subsection, Schedule
and Exhibit references are to this Agreement unless otherwise
specified.

         (d)  The meanings given to terms defined herein
shall be equally applicable to both the singular and plural forms
of such terms.

    ARTICLE 2.  AMOUNT AND TERMS OF COMMITMENTS

    Section 2.1  Revolving Credit Commitments.

         (a)  Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make revolving credit
loans ("Revolving Credit Loans") to the Borrower from time to
time from the date hereof to but excluding the Maturity Date in
an aggregate principal amount at any one time outstanding for the
Borrower not to exceed the then Available Commitment of such
Lender.  The Borrower may borrow and prepay the Revolving Credit
Loans in whole or in part, and reborrow Revolving Credit Loans,
all in accordance with the terms and conditions hereof.  All
Revolving Credit Loans shall be paid in full on the Maturity
Date.

         (b)  The Revolving Credit Loans may from time to
time be Eurodollar Loans, Prime Rate Loans or a combination
thereof, as determined by the Borrower and notified to the Agent
in accordance with Section 2.3 and Section 2.10, provided that no
Revolving Credit Loan shall be made as a Eurodollar Loan after
the day that is one month prior to the Maturity Date.

    Section 2.2  Revolving Credit Note.  The Revolving
Credit Loans made by each Lender shall be evidenced by a
promissory note of the Borrower, substantially in the form of
Exhibit A, with appropriate insertions as to date and principal
amount (each a "Revolving Credit Note"), payable to the order of
such Lender and in a principal amount equal to such Lender's
Revolving Loan Commitment.  Each Lender is hereby authorized to
record the date, Type and amount of each Revolving Credit Loan,
each continuation thereof, each conversion of all or a portion
thereof to another Type, the date and amount of each payment or
prepayment of principal thereof and, in the case of Eurodollar
Loans, the length of each Interest Period with respect thereto,
on the schedule annexed to and constituting a part of each
Revolving Credit Note, and any such recordation shall constitute
prima facie evidence of the accuracy of the information so
recorded.  Each Revolving Credit Note shall (x) be dated the
Closing Date, (y) be stated to mature on the Maturity Date and
(z) provide for the payment of interest in accordance with
Section 2.12.

    Section 2.3  Procedure for Revolving Credit Borrowings.

         (a)  The Borrower may borrow under the Commitment
for Revolving Credit Loans prior to the Maturity Date on any
Business Day.  The Borrower shall give the Agent irrevocable
notice (which notice must be received by the Agent prior to 10:00
a.m., New Jersey time, three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Revolving
Credit Loans are to be initially Eurodollar Loans and one
Business Day prior to the requested Borrowing Date in the case of
the initial Prime Rate Loan and otherwise by 12:00 noon on the
date of the requested Prime Rate Loan), specifying (1) the amount
to be borrowed, (2) the requested Borrowing Date, (3) whether the
borrowing is to be of Eurodollar Loans or Prime Rate Loans or a
combination thereof and (4) if the borrowing is to be entirely or
partly of Eurodollar Loans, the amount of such Loans and the
length of the initial Interest Period therefor.  Each Revolving
Credit Loan shall be in an amount equal to (x) in the case of
Prime Rate Loans, $50,000 or a whole multiple thereof (or, if
less, the then Available Commitment) and (y) in the case of
Eurodollar Loans $500,000 or a whole multiple of $10,000 in
excess thereof.  The Agent shall promptly notify the Lenders of
its receipt of any such irrevocable notice of borrowing from the
Borrower.

         (b)  On or before 12:00 noon New Jersey time on the
Business Day specified in the Borrower's notice of borrowing,
each Lender shall provide the Agent with funds at the Payment
Office in an amount equal to such Lender's Percentage of the
requested borrowing.  The proceeds of each borrowing shall be
made available by the Agent to the Borrower pursuant to Section
2.14(c).  No Lender's obligation to make any Loan shall be
affected by any other Lender's failure to make any Loan.  Neither
the Agent nor any Lender shall have any liability for the failure
of any Lender (other than itself) to fund a Loan.

         (c)  With respect to any Loan, unless the Agent
shall have been notified in writing by any Lender prior to the
date of making such Loan that such Lender does not intend to make
available to the Agent such Lender's portion of the Loan to be
made on such date, the Agent may (but shall not be obligated to)
assume that such Lender has made such amount available to the
Agent on that date and, in reliance on such assumption, the Agent
may make available to the Borrower a corresponding amount.  If
such amount is not made available by such Lender to the Agent on
the date of making such Loan, such Lender shall be obligated to
pay such amount to the Agent and shall pay to the Agent on demand
interest on such amount at the Federal Funds Rate for the number
of days from and including the date of making such Loan to the
date on which such Lender's portion of the Loan becomes
immediately available to the Agent.  The Agent shall also be
entitled to recover such amount, with interest thereon at the
rate per annum then applicable to the Loans comprising such
borrowing, upon demand, from the Borrower.  A statement of the
Agent submitted to any Lender with respect to any amounts owing
under this Section 2.3(c) shall be conclusive and binding in the
absence of demonstrable error.  Nothing in this Section 2.3(c)
shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder.

    Section 2.4  Commitment Fees.  The Borrower agrees to
pay to the Agent for the benefit of and disbursement to the
Lenders a commitment fee in respect of the Commitments to make
Revolving Credit Loans, for the period from and including the
date hereof to the Maturity Date, computed at the rate of .125%
per annum, calculated on the basis of a 360-day year for the
actual days elapsed, on the average daily amount of the aggregate
Available Commitments during the period for which payment is
made, payable quarterly in arrears on the last day of each March,
June, September and December and on the Maturity Date or such
earlier date as the Commitments shall terminate as provided
herein, commencing on the first of such dates to occur after the
date hereof.

    Section 2.5  Termination or Reduction of Commitments.

         (a)  GSI shall have the right, upon not less than
five Business Days' written notice to the Agent, to terminate the
Revolving Loan Commitments or, from time to time, to reduce the
amount of such Commitments, provided that at no time may the
Revolving Loan Commitments be reduced by the Borrower to an
amount less than the sum of the outstanding principal amount of
Revolving Credit Loans and Letter of Credit Outstandings.  Any
such reduction shall be in an amount equal to $500,000 or a whole
multiple thereof and shall reduce permanently the Revolving Loan
Commitments then in effect.  Any such reduction in the Revolving
Loan Commitment shall be binding on the Subsidiary Borrowers
whether or not they have notice thereof.

         (b)  Each reduction in the Revolving Loan
Commitments, whether voluntary or automatic, shall be permanent
and irrevocable.  All reductions in the Revolving Loan
Commitments shall be made pro rata to the Revolving Loan
Commitments of the Lenders.  The Agent shall promptly notify each
Lender of the amount of any reduction of its Revolving Loan
Commitment.

    Section 2.6  Prepayments.

         (a)  From time to time the Borrower may prepay the
Loans, in whole or in part, subject to the provisions of Section
2.14 but otherwise without premium or penalty, upon at least two
Business Days' irrevocable notice to the Agent (except in the
case of prepayments required pursuant to Section 2.6(c) for which
no notice is required), specifying the date and amount of
prepayment.  Prepayments of Eurodollar Loans shall be subject to
the provisions of Section 2.14.  Partial prepayments shall be in
an aggregate principal amount of $100,000 or a whole multiple of
$10,000 in excess thereof in the case of Prime Rate Loans and
$500,000 or a whole multiple thereof in the case of Eurodollar
Loans or if such prepayment would reduce the principal amount of
such Eurodollar Tranche below $500,000, in an aggregate principal
amount equal to the outstanding principal amount of such Tranche. 
All prepayments shall be allocated to the Lenders based on their
respective Percentages.

         (b)  If any notice of prepayment is given, the
amount specified in such notice shall be due and payable on the
date specified therein.  Prepayments of the Loans shall be
accompanied by payment of accrued interest to the payment date on
the principal amount prepaid.

         (c)  In the event (i) the aggregate outstanding
principal amount of the Revolving Credit Loans and Reimbursement
Obligations and (ii) Letter of Credit Outstandings (excluding
Reimbursement Obligations) exceeds the Revolving Loan Commitments
at the end of any Calculation Period, the Borrower shall, on or
before 3:00 p.m. on the first Business Day after such excess is
established by the Agent in writing, prepay the Revolving Credit
Loans and Reimbursement Obligations in an amount equal to such
excess (together with interest on the amount prepaid to the date
of prepayment).  If such excess is greater than the outstanding
principal amount of Revolving Credit Loans and Reimbursement
Obligations, the Borrower shall, in addition, post cash
collateral with the Agent to secure repayment of the Letter of
Credit Outstandings in an amount equal to the balance of such
excess.  Any such prepayments shall be made on or before 3:00
p.m. on the first Business Day after any excess is established
pursuant to this Section 2.6(c) and shall be subject to the
provisions of Section 2.14.

         (d)  The Agent shall disburse all prepayments of
the Loans to the Lenders on a pro rata basis.

    Section 2.7  Conversion and Continuation Options.  The
Borrower shall have the right at any time upon prior irrevocable
notice to the Agent (i) not later than 12:00 noon, New Jersey
time, on any Business Day, to convert any Eurodollar Loan to a
Prime Rate Loan, (ii) not later than 10:00 a.m., New Jersey time,
three Business Days prior to conversion or continuation, to
convert any Prime Rate Loan into a Eurodollar Loan or to continue
any Eurodollar Loan as a Eurodollar Loan for any additional
Interest Period, and (iii) not later than 10:00 a.m., New Jersey
time, three Business Days prior to conversion, to convert the
Interest Period with respect to any Eurodollar Loan to another
permissible Interest Period, subject in each case to the
following:

         (a)  a Eurodollar Loan may not be converted at a
time other than the last day of the Interest Period applicable
thereto;

         (b)  any portion of a Loan maturing or required to
be repaid in less than one month may not be converted into or
continued as a Eurodollar Loan;

         (c)  No Eurodollar Loan may be continued as such
and no Prime Rate Loan may be converted to a Eurodollar Loan when
any Event of Default has occurred and is continuing;

         (d)  any portion of a Eurodollar Loan that cannot
be converted into or continued as a Eurodollar Loan by reason of
Section 2.7(b) or 2.7(c) or otherwise automatically shall be
converted at the end of the Interest Period in effect for such
Loan to a Prime Rate Loan;

         (e)  on the last day of any Interest Period for
Eurodollar Loans, if the Borrower has failed to give notice of
conversion or continuation as described in this subsection or if
such conversion or continuation is not permitted pursuant to
Section 2.7(d) or otherwise, such Loans shall be converted to
Prime Rate Loans on the last day of such then expiring Interest
Period;

         (f)  accrued interest on a Loan (or portion
thereof) being converted shall be paid by the Borrower at the
time of conversion.

    Section 2.8  Minimum Amounts of Tranches.  All
borrowings, conversions and continuations of Loans hereunder and
all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections that, after giving
effect thereto, the aggregate principal amount of the Loans
comprising each Eurodollar Tranche shall be equal to $500,000 or
a whole multiple of $10,000 in excess thereof.

    Section 2.9  Interest Rates and Payment Dates.

         (a)  Subject to the provisions of Section 2.9(c),
each Prime Rate Loan shall bear interest at a rate per annum
(computed on the basis of the actual number of days elapsed over
a year of 360 days and twelve 30-day months) equal to the Prime
Rate less the Applicable Margin.

         (b)  Subject to the provisions of Section 2.9(c),
each Eurodollar Loan shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at
a rate per annum equal to the Eurodollar Rate for the Interest
Period in effect for such Eurodollar Loan plus the Applicable
Margin in effect for such Interest Period.

         (c)  If all or a portion of (A) the principal
amount of any Loan, (B) any interest payable thereon or (C) any
commitment fee or other amount payable hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall, upon notice to the
Borrower from the Agent, bear interest at a rate per annum which
is

             (1)  in the case of overdue principal, the rate
         that otherwise would be applicable thereto pursuant
         to the foregoing provisions of this subsection plus
         3% per annum, or

             (2)  in the case of overdue interest or fees or
         other amounts, the Prime Rate plus 3%,

in each case from the date of such nonpayment until such amount
is paid in full (as well as after, to the extent permitted by
law, as before judgment).  In no event shall any interest to be
paid pursuant to this Agreement exceed the maximum rate permitted
by law.

         (d)  Interest shall be payable in arrears on each
Interest Payment Date, provided that interest accruing on overdue
amounts pursuant to Section 2.9(c) shall be payable on demand.

         (e)  As soon as practicable the Agent shall notify
the Borrower and the Lenders of (A) each determination of a
Eurodollar Rate and Applicable Margin and (B) the effective date
and the amount of each change in the interest rate on a Loan. 
Each determination of an interest rate by the Agent pursuant to
any provision of this Agreement shall be conclusive and binding
on the Borrower and the Lenders in the absence of clearly
demonstrable error.  At the request of the Borrower, the Agent
shall deliver to the Borrower a statement showing the quotations
used by the Agent in determining any interest rate pursuant to
Sections 2.9(a), (b) or (c).

    Section 2.10  Inability to Determine Interest Rate.  If
prior to the first day of any Interest Period:

         (a)  the Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower)
that adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate for such Interest Period, or

         (b)  a Lender notifies the Agent and Borrower that
the Eurodollar Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost
to such Lender of making or maintaining the Eurodollar Loans
during such Interest Period, or

         (c)  The Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower)
that Dollar deposits in the principal amounts of the Eurodollars
Loans to which such Interest Period is to be applicable are not
generally available in the London Interbank Market,

the Agent shall give notice thereof to the Borrower by fax or
telephone as soon as practicable thereafter.  If such notice is
given (A) any Eurodollar Loans requested to be made on the first
day of such Interest Period shall be made as Prime Rate Loans,
and (B) any Loans that were to have been converted to or
continued as Eurodollar Loans on the first day of such Interest
Period shall be converted to or continued as Prime Rate Loans. 
Until such notice has been withdrawn by the Agent, no Loans shall
be made as or converted to or continued as Eurodollar Loans.

    Section 2.11  Payments/Funding.

         (a)  All payments (including prepayments) made by
the Borrower hereunder and under the Notes, whether on account of
principal, interest, fees, Reimbursement Obligations or
otherwise, shall be made without set off or counterclaim and
shall be made prior to 12:00 noon, New Jersey time, on the due
date thereof to the Agent, for the account of the Lenders in
Dollars and in immediately available funds to the Agent's account
at such address as the Agent shall give notice to the Borrower
and the Lenders (the "Payment Office").  Except for payments
received by the Agent for the account of the Agent in its
capacity as such, or for the account of a specific Lender in
accordance with the provisions of this Agreement, the Agent
shall, within one Business Day of funds collection, distribute
like funds relating to the payment of principal, interest or fees
pro rata to the Lenders (based on their Percentages) to which
such payment is due and payable for their accounts and at the
addresses as each such Lender shall specify in its notice to the
Agent made in accordance with Section 10.2 of this Agreement.  If
the Agent fails to so distribute funds within the time set forth
in the preceding sentence, the Agent shall pay interest on the
amount to be distributed at a rate equal to the Federal Funds
Rate from the date such funds were to be distributed to the date
of distribution.

         Unless the Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the
Lenders hereunder that the Borrower will not make such payment in
full, the Agent may (but shall not be obligated to) assume that
the Borrower has made such payment in full to the Agent on such
date, and the Agent may, in reliance upon such assumption, cause
to be distributed to each Lender on such due date an amount equal
to the amount then due such Lender.  If and to the extent the
Borrower shall not have so made such payment in full to the
Agent, each Lender shall repay to the Agent forthwith on demand
the amount distributed to such Lender together with interest
thereon, at the rate equal to the Federal Funds Rate, for each
day from the date such amount is distributed to such Lender until
the date such Lender repays such amount to the Agent.

         (b)  If any principal payment hereunder (other than
payments on Eurodollar Loans) becomes due and payable on a day
other than a Business Day, such payment date shall be extended to
the next succeeding Business Day, and interest thereon shall be
payable at the then applicable rate during such extension. If any
payment on a Eurodollar Loan becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended
to the next succeeding Business Day (and interest shall accrue
during such extension of time) unless the result of such
extension would be to extend such payment into another calendar
month, in which event such payment shall be made on the
immediately preceding Business Day.

         (c)  If on any date a payment is due hereunder, the
Borrower shall pay less than the amount stated to be due or on
any date the Agent shall receive any payment under any Security
Document or pursuant to any proceeding to enforce the Obligations
of any Person constituting the Borrower, such proceeds shall be
distributed to the Lenders pro rata based on their respective
Percentages and shall be applied first to costs of collection
incurred by each Lender, second to accrued and unpaid interest,
third to principal and then to the payment of any other amounts
due hereunder or the other Loan Documents.

         (d)  The Agent shall fund each Loan by depositing
the amount thereof in the joint account (the "Account") of GSI
and the Subsidiary Borrowers (account no. 8002751648) at the
Agent's office at Two Tower Center Boulevard, East Brunswick, New
Jersey 08817; provided that the proceeds of each Loan shall first
be applied to principal prepayments or payments due on the date
of such Loan (without derogating from the Borrower's obligation
to repay) and proceeds of any conversion or continuation of a
Loan to or as a particular Type shall be applied by the Agent
solely to effect such conversion or continuation.  Each Lender is
hereby authorized to debit the accounts of each Person
constituting the Borrower for all payments due hereunder;
provided the foregoing shall not derogate from the Borrower's
obligation to pay or restrict any Lender's recourse to any
particular fund or source of monies; and provided further, each
Lender agrees not to debit such accounts for amounts payable
pursuant to Sections 2.13, 2.14 or 10.5 unless an Event of
Default has occurred and is continuing.  The Borrower agrees to
maintain its primary depository accounts with PNC's office at Two
Tower Center Boulevard, East Brunswick, New Jersey 08817.

    Section 2.12  Change in Legality.  Notwithstanding any
other provision herein, if any change in any Requirement of Law
or in the interpretation or application thereof by a Governmental
Authority shall make it unlawful for a Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the
Commitment of such Lender hereunder to make Eurodollar Loans,
continue Eurodollar Loans as such and convert Loans to Eurodollar
Loans forthwith shall be canceled and (b) such Loans then
outstanding as Eurodollar Loans, if any, automatically shall be
converted to Prime Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or
within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the
last day of the then current Interest Period with respect
thereto, the Borrower shall pay to such Lender such amounts, if
any, as may be required pursuant to Section 2.14.

    Section 2.13  Increased Costs.

         (a)  If the adoption of, or any change in, any
Requirement of Law or in the interpretation or application
thereof by a Governmental Authority or compliance by any Lender
with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

             (1)  shall subject any Lender to any tax of any
         kind whatsoever with respect to this Agreement, any
         Note or any Eurodollar Loan made by it, or change
         the basis of taxation of payments to such Lender in
         respect thereof (except for the imposition of and
         changes in the rate of tax on the overall net
         income of the Lender);

             (2)  shall impose, modify or hold applicable
         any reserve, special deposit, compulsory loan or
         similar requirement against assets held by,
         deposits or other liabilities in or for the account
         of, advances, loans or other extensions of credit
         by, or any other acquisition of funds by, any
         office of a Lender which is not otherwise included
         in the determination of the Eurodollar Rate
         hereunder, including, without limitation, the
         imposition of any reserves with respect to
         Eurocurrency Liabilities under Regulation D of the
         Board; or

             (3)  shall impose on a Lender any other
         condition;

and the result of any of the foregoing is to increase the cost to
such Lender, by an amount which such Lender deems to be material,
of making, converting into, continuing or maintaining Eurodollar
Loans hereunder or to reduce any amount receivable hereunder in
respect thereof then, in any such case, the Borrower shall
promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or
reduced amount receivable. If a Lender becomes entitled to claim
any additional amounts pursuant to this subsection, it shall
promptly notify the Agent and the Borrower of the event by reason
of which it has become so entitled. A certificate as to any
additional amounts payable pursuant to this subsection submitted
by a Lender to the Borrower and Agent shall be conclusive in the
absence of clearly demonstrable error. This covenant shall
survive the termination of this Agreement and the payment of the
Notes and all other amounts payable hereunder.

         (b)  In the event that a Lender shall have
determined that any change in any Requirement of Law regarding
capital adequacy or in the interpretation or application thereof
or compliance by such Lender or any corporation controlling such
Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have
the effect of reducing the rate of return on such Lender's or
such corporation's capital as a consequence of its obligations
hereunder to a level below that which such Lender or such
corporation could have achieved but for such change or compliance
(taking into consideration Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the
Agent) of a written request therefore, the Borrower shall pay to
such Lender such additional amount or amounts as will compensate
such Lender for such reduction.

         (c)  In the event that by reason of any change in
any Requirement of Law (including, without limitation, the lapse
or termination of any treaty) or in the interpretation thereof,
or the adoption of any new law, regulation or requirement by any
Governmental Authority, or the imposition of any requirement of
any central bank whether or not having the force of law, (i) the
Agent or any Lender shall, with respect to this Agreement, the
Loans, the Letters of Credit (or risk participations therein),
the Reimbursement Obligations (or risk participations therein),
the Notes or its obligation to make Loans or issue and/or own
risk participations in Letters of Credit under this Agreement, be
subjected to any withholding or other tax, levy, impost, charge,
fee, duty or deduction of any kind whatsoever (other than
franchise taxes imposed by the jurisdiction in which the Agent or
such Lender is domiciled and other than any tax generally imposed
or based upon the net income or branch profits of the Agent or
such Lender) (collectively, "Taxes") or (ii) any change shall
occur in the taxation of the Agent or such Lender with respect to
any Loan, any Reimbursement Obligation (or any risk participation
therein), the interest payable thereon or any fees payable
hereunder or referred to herein (other than franchise taxes
imposed by the jurisdiction in which the Agent or such Lender is
domiciled and other than any change which affects, and to the
extent that it affects, the taxation of the net income or branch
profits of the Agent or such Lender), and if any such measures or
any other similar measure shall result in an increase in the cost
to the Agent or such Lender of making or maintaining any Loan or
any Letter of Credit or a reduction in the amount of principal,
interest or fees receivable by the Agent or such Lender in
respect thereof, the Agent or such Lender promptly after learning
of the imposition of such cost or reduction in any amount shall
notify the Borrower and the Agent (if applicable) stating the
reasons therefor.  The Borrower shall thereafter pay to the Agent
or such Lender, upon demand from time to time, as additional
consideration hereunder, such additional amounts as will fully
compensate the Agent or such Lender for such increased costs or
reduced amounts and shall promptly provide the Agent or such
Lender, as the case may be, with official tax receipts or other
evidence of the payment of any taxes paid by the Borrower.  A
certificate as to the increased costs or reduced amounts setting
forth the calculations therefor, shall be submitted promptly by
the Agent or such Lender to the Borrower and the Agent (if
applicable) and, in the absence of demonstrable error, shall be
conclusive and binding as to the amount thereof.  If the Agent or
Lender receives any additional amounts from the Borrower pursuant
to this subsection (c) if requested by Borrower, the Agent or
such Lender shall (at the Borrower's expense) use its best
efforts to obtain a refund, reduction, deduction or credit for
any Taxes with respect to the additional amounts paid under this
subsection (c).  If the Agent or such Lender actually receives or
enjoys the benefit of any such refund, reduction, deduction or
credit for any such Taxes, the Agent or such Lender shall
reimburse the Borrower if and to the extent, but only the extent,
that the Agent or such Lender determines that it has actually
received (i) a refund of taxes or other amounts (together with
any interest actually received thereon from the respective
Governmental Authority) which refund is attributable to the Taxes
with respect to which such additional amounts were paid; or (ii)
an effective net reduction (through a reduction, deduction,
credit or otherwise) in any taxes or other amounts otherwise
payable by the Agent or such Lender (including any taxes imposed
on or measured by the net income of the Agent or such Lender),
which reduction is attributable to the Taxes with respect to such
additional amounts were paid.  If, at any time after the Agent or
such Lender makes a payment to the Borrower pursuant to the
preceding sentence, the Agent or such Lender determines that it
was not entitled to the full amount of any refund (together with
the interest thereon) reimbursed to the Borrower as aforesaid or
that its taxes are not reduced by a credit or deduction for the
full amount of Taxes reimbursed to the Borrower as aforesaid, the
Borrower upon the demand of the Agent or such Lender will
promptly pay to the Agent or such Lender the amounts so refunded
to which the Agent or such Lender was not so entitled, or the
amount by which the taxes of the Agent or such Lender were not so
reduced, as the case may be.

    Section 2.14  Indemnity.

         (a)  The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which
such Lender may sustain or incur as a consequence of

             (1)  default by the Borrower in payment when
         due of any portion of the principal amount of or
         interest on any Eurodollar Loan,

             (2)  default by Borrower in making a borrowing
         of, conversion into or continuation of Eurodollar
         Loans after Borrower has given a notice requesting
         the same in accordance with the provisions of this
         Agreement,

             (3)  default by Borrower in making any
         prepayment after Borrower has given a notice
         thereof in accordance with the provisions of this
         Agreement, or

             (4)  the making of a payment (other than
         scheduled repayments) or a prepayment of Eurodollar
         Loans on a day which is not the last day of an
         Interest Period with respect thereto,

including, without limitation, in each case, any such loss or
expense arising from the reemployment of funds obtained by such
Lender or from fees payable to terminate the deposits from which
such funds were obtained.  If the Borrower prepays all or any
part of any advance which is accruing interest at a fixed rate on
other than the last day of the applicable interest period, the
Borrower shall also pay to the Lender, on demand therefor, the
Cost of Prepayment.  "Cost of Prepayment" means an amount equal
to the present value, if positive, of the product of (a) the
difference between (i) the yield, on the beginning date of the
applicable interest period minus (ii) the yield, on the
prepayment date, of a U.S. Treasury obligation with a maturity
similar to the remaining maturity of the applicable interest
period, and (b) the principal amount to be prepaid, and (c) the
number of years, including fractional years from the prepayment
date to the end of the applicable interest period.  The yield on
any U.S. Treasury obligation shall be determined by reference to
Federal Reserve Statistical Release H.15(519) "Selected Interest
Rates."  For purposes of making present value calculations, the
yield to maturity of a similar maturity U.S. Treasury obligation
on the prepayment date shall be deemed the discount rate.  The
Cost of Prepayment shall also apply to any payments made after
acceleration of the maturity of any Note.

         (b)  For the purpose of calculation of all amounts
payable to a Lender under this subsection such Lender shall be
deemed to have actually funded its relevant Eurodollar Loan
through the purchase of a deposit bearing interest at the
Eurodollar Rate in an amount equal to the amount of that
Eurodollar Loan and having a maturity comparable to the relevant
Interest Period; provided, however, that each Lender may fund
each of its Eurodollar Loans in any manner it sees fit, and the
foregoing assumption shall be utilized only for the calculation
of amounts payable under this subsection. This covenant shall
survive the termination of this Agreement and the payment of the
Notes and all other amounts payable hereunder.

    Section 2.15 Letters of Credit.

         (a)  By delivering to the Agent an Issuance Request
on a Business Day, prior to the Maturity Date and not less than
three Business Days prior to the requested date of issuance,
Borrower may request that the Issuer issue an irrevocable letter
of credit or a documentary letter of credit each in substantially
the form of Exhibits D and E, respectively, attached hereto, with
such insertions with respect to required presentation of
documentation or certifications upon a draw as may be requested
by the Borrower and approved by the Issuer, or in such other form
as may be requested by the Borrower and approved by the Issuer
and the Required Lenders (each a "Letter of Credit"), in support
of financial obligations of the Borrower incurred in the ordinary
course of business and which are described in such Issuance
Request.  Upon receipt of each Issuance Request, the Agent shall
promptly notify the Lenders thereof.  The stated amount of any
Letter of Credit requested to be issued pursuant to an Issuance
Request shall be denominated in Dollars.

         (b)  Each Letter of Credit shall by its terms:  (i)
be issued in a stated amount which (A) is at least $10,000, and
(B) when added to the Letter of Credit Outstandings does not
exceed (or would not exceed) the then Letter of Credit
Availability and (C) when added to all Revolving Credit Loans and
Letter of Credit Outstandings does not exceed the amount of the
then Revolving Loan Commitment; (ii) be stated to expire on a
date (its "Stated Expiry Date") no later than the earlier of 12
months from its date of issuance or the then Maturity Date,
whichever occurs first; and (iii) on or prior to its Stated
Expiry Date (A) terminate immediately upon notice to the Issuer
from the beneficiary thereunder that all obligations covered
thereby have been terminated, paid, or otherwise satisfied in
full, or (B) reduce in part immediately and to the extent the
beneficiary thereunder has notified the Issuer that the
obligations covered thereby have been paid or otherwise satisfied
in part.

         (c)  Subject to the terms and conditions of this
Agreement, the Issuer shall issue Letters of Credit in accordance
with the Issuance Requests made therefor.  The Issuer will make
available the original of each Letter of Credit which it issues
in accordance with the Issuance Request therefor to the
beneficiary thereof.

         (d)  The Borrower agrees to pay to the Agent for
the account of the Issuer, with respect to each Letter of Credit,
the following fees:  (i) an issuance fee of $75 for manual
Letters of Credit and $45 for automated Letters of Credit; (ii)
$45 for each amendment to a Letter of Credit; (iii) an amount
equal to 1/4 of 1% ($50 minimum) of the amount of each draw under a
Letter of Credit; (iv) a processing fee of $30 and (v) $75 in the
case of each draw which the Borrower authorizes the Issuer to
honor notwithstanding the failure of the beneficiary of a Letter
of Credit to present any or all documents required by such Letter
of Credit (it being agreed that the Borrower shall be required to
reimburse the Issuer for any draws so authorized).  It is
understood that the foregoing charges are currently the Issuer's
standard charges relating to Letters of Credit of the type
contemplated hereby and that such charges may be changed by the
Issuer from time to time.  Any changes in such fees and charges
shall be binding on the Borrower on the date each change therein
is established by the Issuer.

         (e)  To the extent of its Percentage, each Lender
agrees to and shall be deemed to have irrevocably purchased a
participation in each Letter of Credit on the date of issuance
thereof.  Each Lender shall make available to the Issuer,
regardless of whether any Default or Event of Default shall have
occurred and is continuing, an amount equal to its respective
Percentage of each drawing on each Letter of Credit in same day
or immediately available funds not later than 4:00 p.m. New
Jersey time on each Disbursement Date (as hereinafter defined)
for each such drawing provided such Lender has received notice
pursuant to Section 2.15(g) by 11:00 a.m. New Jersey time; and by
10:00 a.m. on the next Business Day if such notice is not
received by 11:00 a.m.  In the event that any Lender fails to
make available to the Issuer the amount of such Lender's
Percentage of any drawing on a Letter of Credit as provided
herein, the Issuer shall be entitled to recover such amount on
demand from such Lender together with interest at the daily
average Federal Funds Rate for the first three Business Days
after the Disbursement Date (together with such other
compensatory amounts as may be required to be paid by such Lender
to the Issuer pursuant to the Rules for Interbank Compensation of
the Council on International Lending or of the New York Clearing
House Compensation Committee, as the case may be, as in effect
from time to time) and thereafter at the Prime Rate.

         (f)  The Agent shall distribute to each Lender that
has paid all amounts payable by it under this Section 2.15 with
respect to any Letter of Credit issued by Issuer such Lender's
Percentage of all payments received by the Agent from the
Borrower in reimbursement of drawings honored by Issuer under
such Letter of Credit promptly after such payments are received.

         (g)  The Issuer will notify the Borrower and the
Agent promptly of the presentment for payment of any Letter of
Credit (on the date of presentment, if possible, and otherwise on
the next Business Day, it being agreed that such notice may be
made by phone), together with notice of the date (the
"Disbursement Date") such payment shall be made and the Agent
will promptly notify the Lenders of such matters.  Subject to the
terms and provisions of such Letter of Credit, the Issuer shall
make such payment to the beneficiary (or its designee) of such
Letter of Credit.  Prior to 3:00 p.m. New Jersey time on the
Disbursement Date, the Borrower shall (by payment to the Payment
Office for distribution by the Agent) reimburse the Issuer for
all amounts which have been disbursed under such Letter of
Credit.  To the extent the Issuer and the Lenders are not
reimbursed in full in accordance with this Section 2.18(g), the
Reimbursement Obligation shall accrue interest at a rate per
annum equal to the Prime Rate, payable on demand.

         (h)  The Borrower's obligation (a "Reimbursement
Obligation") under Section 2.15(g) to reimburse the Lenders with
respect to each drawing under each Letter of Credit (including
interest thereon), and each Lender's obligation to fund each
drawing, shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or
defense to payment which any Person constituting the Borrower or
any Lender may have or have had against any Lender or any
beneficiary of a Letter of Credit, including, without limitation,
any defense based upon the occurrence of any Default or Event of
Default, any draft, demand or certificate or other document
presented under a Letter of Credit proving to be forged,
fraudulent, invalid or insufficient, or any failure to apply or
misapplication by the beneficiary of the proceeds of any
disbursement, or the legality, validity, form, regularity, or
enforceability of such Letter of Credit.

         (i)  The Borrower assumes all risks of the acts,
omissions or misuse of any Letter of Credit by the beneficiary
thereof.  Except to the extent of its own gross negligence or
willful misconduct, the Issuer shall not be responsible for:

             (1)  the form, validity, sufficiency, accuracy,
         genuineness, or legal effect of any Letter of
         Credit or any document submitted by any party in
         connection with the application for and issuance of
         a Letter of Credit, even if it should in fact prove
         to be in any or all respects invalid, insufficient,
         inaccurate, fraudulent or forged;

             (2)  the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any instrument
         transferring or assigning or purporting to transfer
         or assign a Letter of Credit or the rights or
         benefits thereunder or proceeds thereof in whole or
         in part;

             (3)  failure of the beneficiary to comply fully
         with conditions required in order to demand payment
         under a Letter of Credit;

             (4)  errors, omissions, interruptions or delays
         in transmission or delivery of any information or
         messages, by mail, cable, telegraph, telex or
         otherwise;

             (5)  any loss or delay in the transmission or
         otherwise of any document or draft required in
         order to make a disbursement under a Letter of
         Credit or of the proceeds thereof;

             (6)  errors in interpretation of technical
         terms;

             (7)  any misapplication by a beneficiary of the
         proceeds of any disbursement under any Letter of
         Credit; and

             (8)  any consequences arising from causes
         beyond the control of the Issuer including, without
         limitation, acts of any Governmental Authority.

         None of the foregoing shall affect, impair or
prevent the vesting of any of the rights or powers granted to the
Issuer hereunder.

         (j)  In addition to amounts payable as elsewhere
provided in this Section 2.15, the Borrower hereby agrees to
protect, indemnify, pay and save the Issuer harmless from and
against any and all claims, demands, liabilities, damages,
losses, costs, charges and expenses (including reasonable
attorneys' fees) which the Issuer may incur or be subject to as a
consequence, direct or indirect, of (i) the issuance of the
Letters of Credit, other than as a result of the gross negligence
or wilful misconduct of the Issuer as determined by a court of
proper jurisdiction, or (ii) the failure of the Issuer to honor a
drawing under any Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or future
de jure or de facto Governmental Authority.

    Section 2.16  Purpose of Loans.  The proceeds of the
Revolving Credit Loans shall be used first to repay all amounts
outstanding under the Original Agreement.  After repayment of all
such amounts, proceeds of Revolving Credit Loans may be used to
finance working capital needs of the Borrower (including, without
limitation, payment of Reimbursement Obligations) and for general
corporate purposes. 

    ARTICLE 3  REPRESENTATIONS AND WARRANTIES

    To induce the Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents
and warrants to the Agent and the Lenders that as of the
Effective Date:

    Section 3.1  Financial Condition.

         (a)  The consolidated balance sheets of GSI and its
consolidated Subsidiaries as at June 30, 1997 and the related
consolidated statements of income and of cash flows for the
fiscal period ended on each such date, copies of which have
heretofore been furnished to Lender, and present fairly in all
material respects the consolidated financial condition of GSI and
its consolidated Subsidiaries as at such dates, and the
consolidated results of their operations and their consolidated
cash flows for the fiscal years then ended.

         (b)  All such financial statements, including the
related schedules, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as
approved by such accountants and as disclosed therein).

         (c)  Neither GSI nor any of its consolidated
Subsidiaries had, at the date of the most recent balance sheet
delivered to the Agent pursuant to Section 5.1 hereof, any
material Contingent Obligation, material contingent liability or
material liability for taxes, or any material long-term lease or
material unusual forward or long-term commitment, including,
without limitation, any interest rate or foreign currency swap or
exchange transaction or other financial derivative, except as
reflected in the foregoing statements or in the notes thereto or
would not reasonably be expected to have a Material Adverse
Effect.

         (d)  During the period from June 30, 1997, to and
including the Effective Date hereof there has been no sale,
transfer or other disposition by GSI or any of its consolidated
Subsidiaries of any material part of its business or property
(other than in the ordinary course of business) and no purchase
or other acquisition of any business or property (including any
Capital Stock of any other Person, in any case, other than in the
ordinary course of business) material in relation to the
consolidated financial condition of the Borrower and its
consolidated Subsidiaries at June 30, 1997.

    Section 3.2  No Material Adverse Change.  Since June
30, 1997, there has been no development or event which has had or
could reasonably be expected to have a Material Adverse Effect.

    Section 3.3  Corporate Existence; Compliance with Law. 
Each of GSI and its Subsidiaries (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction
of its organization, (b) has the corporate power and authority,
and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in
which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each
jurisdiction where its ownership, lease or operation of property
or the conduct of its business requires such qualification except
where the failure to so qualify or be in good standing therewith
would not have a Material Adverse Effect and (d) is in compliance
with all Requirements of Law except where the failure to comply
therewith would not, in the aggregate, have a Material Adverse
Effect.

    Section 3.4  Corporate Power; Authorization;
Enforceable Obligations.

         (a)  Each Person constituting the Borrower has the
corporate power and authority, and the legal right, to make,
deliver and perform this Agreement, the Notes and each other Loan
Document to which it is a party and to borrow hereunder and has
taken all necessary corporate action to authorize the borrowings
on the terms and conditions of this Agreement, the Notes and each
other Loan Document to which it is a party and to authorize the
execution, delivery and performance of this Agreement, the Notes
and each other Loan Document to which it is a party.

         (b)  Except for consents, authorizations,
approvals, notices and filings described on Schedule II, all of
which have been obtained, made or waived, no consent or
authorization of, approval by, notice to, filing with or other
act by or in respect of, any Governmental Authority or any other
Person is required in connection with the borrowings hereunder or
with the execution, delivery, performance, validity or
enforceability of this Agreement or the Notes or any other Loan
Document.

         (c)  This Agreement has been, and each Note and
each other Loan Document to which it is a party will be, duly
executed and delivered on behalf of each Person constituting the
Borrower.

         (d)  This Agreement constitutes, and each Note and
each other Loan Document when executed and delivered will
constitute, a legal, valid and binding obligation of each Person
constituting the Borrower enforceable against each such Person in
accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at
law).

    Section 3.5  No Legal Bar.  The execution, delivery and
performance of this Agreement and the Notes, the borrowings
hereunder and the use of the proceeds thereof will not violate
any Requirement of Law or Contractual Obligation of any Person
constituting the Borrower or of any of their respective
Subsidiaries and will not result in, or require, the creation or
imposition of any Lien on any of its or their respective
properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation.

    Section 3.6  No Material Litigation.  Except as set
forth on Schedule III, no litigation, investigation or proceeding
of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the any Person constituting the Borrower,
threatened by or against any Person constituting the Borrower or
any of their respective Subsidiaries or against any of its or
their respective properties or revenues (a) with respect to this
Agreement or the Notes or any of the transactions contemplated
hereby, or (b) which if adversely determined would have a
Material Adverse Effect.

    Section 3.7  No Default.  No Person constituting the
Borrower nor any of their respective Subsidiaries is in default
under or with respect to any of their respective Contractual
Obligations in any respect which would reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default
has occurred and is continuing.

    Section 3.8  Ownership of Property; Liens.  Each Person
constituting the Borrower and their respective Subsidiaries has
good record and marketable title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to,
or a valid leasehold interest in, all its other property, and
none of such property is subject to any Lien except as permitted
by Section 6.2.

    Section 3.9  Intellectual Property.  Each Person
constituting the Borrower and each of their respective
Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents, technology, know-how and
processes necessary for the conduct of its business as currently
conducted (collectively, the "Intellectual Property") except
where the failure to own or license any such Intellectual
Property would not have a Material Adverse Effect.  Except as set
forth on Schedule IV, no claim has been asserted in writing and
is pending by any Person challenging or questioning the use of
any such Intellectual Property or the validity or effectiveness
of any such Intellectual Property which would have a Material
Adverse Effect, nor does any Person constituting the Borrower
know of any valid basis for any such claim which, if asserted,
would have a Material Adverse Effect.  To the best of the
knowledge of the Borrower, the use of such Intellectual Property
by each Person constituting the Borrower and their respective
Subsidiaries does not infringe the rights of any Person.

    Section 3.10  No Burdensome Restrictions.  No
Requirement of Law or Contractual Obligation of any Person
constituting the Borrower or any of their respective Subsidiaries
has a Material Adverse Effect.

    Section 3.11  Taxes.  Each Person constituting the
Borrower and their respective Subsidiaries has filed or caused to
be filed all tax returns which, to the knowledge of such Person,
are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it
or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental
Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with
GAAP have been provided on the books of such Person constituting
the Borrower or its respective Subsidiaries, as the case may be);
no tax Lien has been filed, and, to the knowledge of such Person,
no claim is being asserted, with respect to any such tax, fee or
other charge in any case which would have a Material Adverse
Effect.

    Section 3.12  Federal Regulations.  No part of the
proceeds of any Loans will be used for "purchasing" or "carrying"
any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U of the Board as now and from time
to time hereafter in effect or for any purpose which violates the
provisions of any Regulations of the Board.  If requested by any
Lender at any time, each Person constituting the Borrower will
furnish to such Lender a statement in conformity with the
requirements of FR Form U-1 referred to in Regulation U.

    Section 3.13  Investment Company Act; Public Utility
Holding Company Act; Other Regulations.  No Person constituting
the Borrower is (a) an "investment company," or a company
"controlled" by an "investment company," within the meaning of
the Investment Company Act of 1940, as amended, or (b) a "holding
company" as defined in, or otherwise subject to regulation under,
the Public Utility Holding Company Act of 1935.  No Person
constituting the Borrower is subject to regulation under any
federal or state statute or regulation which limits its ability
to incur Indebtedness.

    Section 3.14  Subsidiaries.  All the Subsidiaries of
GSI as of the Effective Date are listed on Schedule V to this
Agreement.  None of the Capital Stock of any such Subsidiary is
subject to a Lien in favor of any Person (except Liens permitted
by Section 6.2(b) and (i)).

    Section 3.15  Employee Grievances.  Except as set forth
on Schedule VI hereof, as of the Effective Date no Person
constituting the Borrower nor any of their Subsidiaries is a
party to any collective bargaining agreement or, to the best
knowledge of such Person, subject to any current effort to
organize, and there are no actions or proceedings pending or, to
the best of the knowledge of such Person, threatened against it
or its Subsidiaries, by or on behalf of, or with, its employees,
other than employee grievances arising in the ordinary course of
business which are not, in the aggregate, material.

    Section 3.16  ERISA.

         (a)  Except as set forth in Schedule VII hereof, as
of the Effective Date no Person constituting the Borrower nor any
of their Subsidiaries have any Plan (including without limitation
any Multiemployer Plan) or have made or make any payments to any
Plan. 

         (b)  Each Person constituting the Borrower and each
Subsidiary of such Person is and has at all times been in
substantial compliance with all applicable provisions of ERISA,
except where a failure to be in such compliance would not have a
Material Adverse Effect.

         (c)  No Person constituting the Borrower has
engaged in a transaction in connection with which such Person or
any ERISA Affiliate could be subject to a material liability for
either a civil penalty assessed pursuant to Section 502(i) of
ERISA or a tax imposed by Section 4975 of the Code.

         (d)  There has been no termination of a Plan or
trust created under any Plan that would give rise to a material
liability to the PBGC on the part of any Person constituting the
Borrower or any ERISA Affiliate.  No material liability to the
PBGC has been or is expected to be incurred with respect to any
Plan by any Person constituting the Borrower or any ERISA
Affiliate.  The PBGC has not instituted proceedings to terminate
any Plan.  There exists no condition or set of circumstances
which presents a material risk of termination or partial
termination of any Plan by the PBGC.  Each Person constituting
the Borrower and each ERISA Affiliate have paid all premiums to
the PBGC when due.

         (e)  Full payment has been made of all amounts
which are required under the terms of each Plan to have been paid
as contributions to such Plan as of the last day of the most
recent fiscal year of such Plan ended on or before the date of
this Agreement, and no accumulated funding deficiency (as defined
in Section 302 of ERISA and Section 412 of the Code), whether or
not waived, exists with respect to any Plan.  No Person
constituting the Borrower nor any ERISA Affiliate has failed to
make a required installment under Section 412(m) of the Code or
any other payment required under Section 412 of the Code on or
before the due date.

         (f)  The value of the benefit liabilities (as
defined in Section 4001(a)(16) of ERISA) of each Plan (based on
the actuarial assumptions contained in Title IV of ERISA) does
not exceed the fair market value of the assets of such Plan.  No
Person constituting the Borrower nor any ERISA Affiliate is
required to provide security to a Plan under Section 401(a)(29)
of the Code.

         (g)  No Person constituting the Borrower nor any
ERISA Affiliate has made a complete or partial withdrawal from a
Multiemployer Plan.  To the best knowledge of each Person
constituting the Borrower the liability to which such Person or
any ERISA Affiliate would become subject under ERISA if such
Person and all ERISA Affiliates were to withdraw completely from
all Multiemployer Plans as of the most recent valuation date,
together with any secondary liability for withdrawal liability
such Person and any ERISA Affiliate may have as of the date
hereof, would not have a Material Adverse Effect.  To the best
knowledge of each Person constituting the Borrower no such
Multiemployer Plan is in reorganization (as such term is defined
in Section 4241 of ERISA) or is insolvent (as such term is
defined in Section 4245 of ERISA).

    ARTICLE 4  CONDITIONS PRECEDENT

    Section 4.1  Conditions to Effective Date.  This
Agreement shall become effective on the date (the "Effective
Date") on which each condition listed in Section 4.2 is satisfied
and each of the following shall have occurred:

         (a)  The Agent shall have received counterparts of
this Agreement, executed and delivered by a duly authorized
officer of each Person constituting the Borrower and each Lender. 
Each Lender shall have received a Revolving Credit Note
conforming to the requirements hereof and executed by a duly
authorized officer of each Person constituting the Borrower.

         (b)  The Agent shall have received a certificate of
the Secretary or an Assistant Secretary of each Person
constituting the Borrower dated as of the Effective Date and
certifying (1) that attached thereto is a true, complete and
correct copy of resolutions duly adopted by the Board of
Directors of such Person authorizing (x) the execution, delivery
and performance of this Agreement and the Notes and the other
Loan Documents and (y) the borrowings contemplated hereunder and
that such resolutions have not been amended, modified, revoked or
rescinded and (2) as to the incumbency and specimen signature of
each officer executing any Loan Documents on behalf of such
Person constituting the Borrower; and such certificate and the
resolutions attached thereto shall be in form and substance
satisfactory to the Agent.

         (c)  The Agent shall have received the executed
legal opinion of Haythe & Curley and Jameson Moore Peskin &
Spicer, counsel to the Persons constituting the Borrower,
substantially in the form of Exhibit F.  Such legal opinion shall
cover such matters incident to the transactions contemplated by
this Agreement as the Agent and the Lenders reasonably may
require.

         (d)  The Borrower shall have paid to the Agent, for
distribution to the Lenders, a non-refundable facility fee of
$37,500.  Such fee shall be distributed as follows:  $14,062.50
to First Union National Bank and $23,437.50 to PNC Bank, National
Association.

         (e)  The Borrower shall have paid to the Agent, for
its account, the annual fee payable to the Agent pursuant to the
letter agreement between the Agent and the Borrower dated
December 3, 1997.

         (f)  The Borrower shall have paid all fees of
counsel to the Agent submitted on the date hereof.  This
condition precedent does not derogate from the Borrower's
continuing obligations under Section 10.5.

         (g)  All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with
the transactions contemplated by this Agreement and the other
Loan Documents shall be reasonably satisfactory in form and
substance to the Lenders, and the Agent and the Lenders shall
have received such other documents and legal opinions in respect
of any aspect or consequence of the transactions contemplated
hereby or thereby as they may reasonably request.

    Section 4.2  Conditions to Each Loan.  The obligation
of the Lenders to make any Loan requested to be made on any date
(including, without limitation, the initial Loan) or to issue any
Letter of Credit (including, without limitation, the initial
Letter of Credit) is subject to the satisfaction of the following
conditions precedent:

         (a)  Each of the representations and warranties
made by each Person constituting the Borrower in or pursuant to
the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date
except for representations and warranties which speak as of
another date, in which case such representations and warranties
shall have been true in all material respects as of such date.

         (b)  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to
the Loans or Letters of Credit requested to be made or issued on
such date.

         (c)  The Agent shall have received a Borrowing Base
Certificate for the then most recently ended Calculation Period.

         (d)  The Agent and the Lenders shall have received
all fees due and owing pursuant to Sections 2.4.

         (e)  No notice of, or any other document or
instrument creating, any federal tax Lien or Lien under Section
412 of the Code or Section 4068 of ERISA shall have been issued,
recorded or filed with respect to the assets of the Borrower or
any of its Subsidiaries and no Lender shall have informed the
Agent or the Borrower that such Lender has processed any such
Lien or has notice thereof.

    Each borrowing hereunder shall constitute a
representation and warranty by the Borrower as of the date of
such Loan that the conditions contained in subsections (a)
through (e) of this Section 4.2 have been satisfied.

    ARTICLE 5  AFFIRMATIVE COVENANTS

    Each Person constituting the Borrower hereby agrees
that, so long as the Commitments remain in effect, any Note
remains outstanding and unpaid or any other amount is owing to
the Agent or any Lender hereunder, each Person constituting the
Borrower shall (except the Subsidiary Borrowers in the case of
delivery of financial information, reports and notices, other
than Borrowing Base Certificates):

    Section 5.1  Financial Statements.  Furnish to the
Agent (with sufficient copies for each Lender):

         (a)  as soon as available, but in any event within
105 days after the end of each fiscal year of GSI, a copy of the
consolidated balance sheet of GSI and its consolidated
Subsidiaries as at the end of such year and the related
consolidated statements of income and retained earnings and of
cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, certified by
and reported on without a "going concern" or like qualification
or exception, or qualification arising out of the scope of the
audit, by KPMG Peat Marwick & Co. or other independent certified
public accountants of nationally recognized standing reasonably
acceptable to the Required Lenders together with the
consolidating balance sheet of GSI and its consolidated
Subsidiaries as at the end of such year, setting forth in
comparative form the figures for the previous year, certified by
a Responsible Officer as being fairly stated in all material
respects when considered in relation to the consolidated
financial statements of GSI and its consolidated Subsidiaries;
and

         (b)  as soon as available, but in any event not
later than 50 days after the end of each of the first three
quarterly periods of each fiscal year of GSI, the unaudited
consolidated and consolidating balance sheet of GSI and its
consolidated Subsidiaries as at the end of such quarter and the
related unaudited consolidated statements of income and retained
earnings and of cash flows of GSI and its consolidated
Subsidiaries for such quarter and the portion of the fiscal year
through the end of such quarter, setting forth in each case in
comparative form the figures for the previous year, certified by
a Responsible Officer as being fairly stated in all material
respects when considered in relation to the consolidated
financial statements of GSI and its consolidated Subsidiaries
(subject to normal year-end audit adjustments); 

all such financial statements to be complete and correct in all
material respects and to be prepared in reasonable detail and in
accordance with GAAP applied consistently throughout the periods
reflected therein and with prior periods (except as approved by
such accountants or officer, as the case may be, and disclosed
therein).

    Section 5.2  Certificates; Other Information.  Furnish
to the Agent (with sufficient copies for each Lender):

         (a)  concurrently with the delivery of the
financial statements referred to in Sections 5.1(a) and 5.1(c),
the following: a certificate of a Responsible Officer of GSI
stating that, to the best of such Officer's knowledge, each
Person constituting the Borrower during such period have observed
or performed all of their respective covenants and other
agreements, and satisfied every condition, contained in this
Agreement and in the Notes and the other Loan Documents to which
they are a party to be observed, performed or satisfied by them,
and that such Officer has obtained no knowledge of any Default or
Event of Default, except as specified in such certificate.

         (b)  not later than 30 days prior the beginning of
each fiscal year of GSI, a copy of the quarter to quarter
projections by GSI of the operating budget and cash flow budget
of GSI and its Subsidiaries for such fiscal year, such
projections to be accompanied by a certificate of a Responsible
Officer of GSI to the effect that such projections have been
prepared on the basis of assumptions deemed reasonable at the
time of preparation and that such Officer has no reason to
believe they are incorrect or misleading in any material respect;

         (c)  within five days after the same are sent,
copies of all financial statements and reports which GSI sends to
its stockholders generally, and within five days after the same
are filed, copies of all financial statements and reports which
GSI may make to, or file with, the Securities and Exchange
Commission or any successor or analogous Governmental Authority;

         (d)  within seven days after the end of each
Calculation Period, a Borrowing Base Certificate for such
Calculation Period which certificate shall include, inter alia,
an accounts receivable aging report for each Person constituting
the Borrower as of the end of the Calculation Period covered by
such certificate; and

         (e)  promptly, such additional financial and other
information as the Agent from time to time reasonably may
request.

    Section 5.3  Payment of Obligations.  Pay, discharge or
otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all its obligations of whatever
nature, except where the amount or validity thereof is currently
being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been
provided on the books of the relevant Person constituting the
Borrower or its Subsidiaries, as the case may be or except for
immaterial amounts incurred in the ordinary course of business.

    Section 5.4  Conduct of Business and Maintenance of
Existence.  Continue to engage in businesses related to the
businesses now conducted by it and preserve, renew and keep in
full force and effect its corporate existence and take all
reasonable action to maintain all rights, privileges and
franchises necessary or desirable in the normal conduct of its
business except as otherwise permitted pursuant to Section 6.4;
comply with all Contractual Obligations and Requirements of Law
(excluding, for purposes of this subsection, Requirements of Law
specifically addressed in other subsections of this Article 5)
except to the extent that failure to comply therewith would not,
in the aggregate, have a Material Adverse Effect.

    Section 5.5  Maintenance of Property; Insurance.  Keep
all property useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted; maintain
with financially sound and reputable insurance companies (rated A
or better by A.M. Best & Co.) insurance on all its property in at
least such amounts and against at least such risks (but including
in any event general liability, product liability and business
interruption) as is maintained by the Borrower on the date
hereof; and furnish to the Agent proof reasonably satisfactory to
the Agent of the annual renewal thereof (within 30 days of such
renewal) and, upon written request, such other information as to
the insurance carried as Agent may reasonably request.

    Section 5.6  Inspection of Property; Books and Records;
Discussions.  Keep proper books of record and account in which
full, true and correct entries in conformity with prudent
business practices and all Requirements of Law shall be made of
all dealings and transactions in relation to its business and
activities; and permit representatives of the Agent and each
Lender during normal business hours and upon reasonable notice
(unless an Event of Default has occurred and is continuing, in
which case no such notice from the Agent or any Lender shall be
required) to visit and inspect any of its properties, examine and
make abstracts from any of its books and records and conduct
asset/system reviews and/or appraisals (such asset/system reviews
and appraisals to be at the Lenders' expense if no Default or
Event of Default exists and otherwise at the Borrower's sole cost
and expense; provided that the Borrower shall not be required to
pay for more than two appraisals during the term hereof) at any
reasonable time and as often as may reasonably be desired and to
discuss the business, operations, properties and financial and
other condition of any Person constituting the Borrower and its
Subsidiaries with officers and employees of such Person and its
Subsidiaries and with its independent certified public
accountants.

    Section 5.7  Notices.  Promptly give notice to the
Agent of:

         (a)  the occurrence of any Default or Event of
Default of which the Borrower has knowledge;

         (b)  any (i) default or event of default under any
Contractual Obligation of any Person constituting the Borrower or
any of its Subsidiaries or (ii) litigation, investigation or
proceeding which may exist at any time between any Person
constituting the Borrower or any of its Subsidiaries and any
Governmental Authority, which in either case, if not cured or if
adversely determined, as the case may be, would have a Material
Adverse Effect;

         (c)  any litigation or proceeding affecting any
Person constituting the Borrower or any of its Subsidiaries in
which the amount involved is $500,000 or more and not covered by
insurance or in which injunctive or similar relief is sought; and

         (d)  the occurrence of any event having a Material
Adverse Effect.

    Each notice pursuant to this subsection shall be
accompanied by a statement of a Responsible Officer of the
relevant Person constituting the Borrower setting forth details
of the occurrence referred to therein and stating what action
such Person proposes to take with respect thereto.

    Section 5.8  ERISA Compliance.  Comply with all the
applicable provisions of ERISA now or hereafter in effect with
respect to each of its Plans except where the failure to comply
would not have a Material Adverse Effect.  Notify the Lender of
the following events, as soon as possible and in any event within
thirty days after the Borrower knows or has reason to know
thereof:  (i) the occurrence of any Reportable Event with respect
to any Plan; (ii) the occurrence of a prohibited transaction (as
defined in Section 406 of ERISA or Section 4975 of the Code) with
respect to any Plan, (iii) the institution of proceedings or the
taking or expected taking of any other action by the PBGC or any
Person constituting the Borrower or any ERISA Affiliate to
terminate or withdraw or partially withdraw from any Plan and,
with respect to a Multiemployer Plan, the Reorganization or
Insolvency of such Plan (as such terms are defined in ERISA),
(iv) the failure of any Person constituting the Borrower or any
ERISA Affiliate to make a required installment under Section 412
(m) of the Code or any other payment required under Section 412
of the Code on or before the due date or (v) the adoption of an
amendment with respect to a Plan so that any Person constituting
the Borrower or any ERISA Affiliate is required to provide
security to the Plan under Section 401(a)(29) of the Code, and in
addition to such notice, deliver to the Lender a certificate
signed by a Responsible Officer setting forth the details
relating thereto, and the action that such Person and the ERISA
Affiliate propose to take with respect thereto and when known,
any action taken or threatened by the Internal Revenue Service or
the PBGC, together wit a copy of any notice to the PBGC or the
Internal Revenue Service or any notice delivered by the PBGC or
the Internal Revenue Service.

    ARTICLE 6  NEGATIVE COVENANTS

    Each Person constituting the Borrower hereby agrees
that, so long as the Commitments remain in effect, any Note
remains outstanding and unpaid or any other amount is owing to
the Agent or any Lender hereunder, it shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly (except
as to the Subsidiary Borrowers, the covenants set forth in
Sections 6.11, 6.12, 6.13 and 6.14):

    Section 6.1  Limitation on Indebtedness.  Create,
incur, assume or suffer to exist any Indebtedness, except:

         (a)  Indebtedness in respect of the Loans, the
Notes and other obligations of such Person constituting the
Borrower under this Agreement;

         (b) Indebtedness arising pursuant to the Private
Placement;

         (c)  Indebtedness of any Person constituting the
Borrower owing to another Person constituting the Borrower or any
Subsidiary of the Borrower and of any Subsidiary of GSI to any
Person constituting the Borrower;

         (d)  Subordinated Debt;

         (e)  Indebtedness of a Person which becomes a
Subsidiary after the date hereof, provided that such Indebtedness
existed at the time such Person became a Subsidiary and was not
created in anticipation thereof;

         (f)  Capital Lease Obligations plus purchase money
indebtedness existing on the Effective Date plus additional
Capital Lease Obligations and purchase money indebtedness
provided the aggregate amount of such additional Capital Lease
Obligations and purchase money indebtedness does not increase in
any fiscal year during the term of this Agreement by more than
$1,000,000 over the amount thereof in the prior fiscal year; and

         (g)  Contingent Obligations in accordance with
Section 6.3 of this Agreement.

    Section 6.2  Limitation on Liens.  Create, incur,
assume or suffer to exist any Lien upon any of its property,
assets or revenues, whether now owned or hereafter acquired,
except for:

         (a)  Liens securing Indebtedness permitted by
Section 6.1(a), (e) and (f); provided, that, in the case of Liens
securing Indebtedness permitted by Section 6.1(f) such Liens
shall not encumber any property not financed by such
Indebtedness, and in the case of any Liens permitted by Section
6.1(e), such Liens shall not encumber any property not encumbered
by such Lien at the time it was created, such Liens existed at
the time such Person became a Subsidiary and were not created in
anticipation of the acquisition, and any such Lien does not by
its terms secure any Indebtedness other than Indebtedness
existing immediately prior to the time such Person becomes a
Subsidiary;

         (b)  Liens for taxes not yet due or which are being
contested in good faith by appropriate proceedings, provided that
adequate reserves with respect thereto are maintained on the
books of the relevant Person constituting the Borrower or its
Subsidiaries, as the case may be, in conformity with GAAP;

         (c)  carriers', warehousemen's, mechanics',
materialmen's, repairmen's, landlords' or other like Liens
arising in the ordinary course of business which secure amounts
not overdue for a period of more than 60 days or which are being
contested in good faith by appropriate proceedings;

         (d)  pledges or deposits in connection with
workers' compensation, unemployment insurance and other social
security legislation and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements;

         (e)  deposits to secure the performance of bids,
trade contracts (other than for borrowed money), leases,
statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary
course of business;

         (f)  easements, rights-of-way, restrictions and
other similar encumbrances incurred in the ordinary course of
business which, in the aggregate, are not substantial in amount
and which do not in any case materially detract from the value of
the property subject thereto or materially interfere with the
ordinary conduct of the business of the relevant Person
constituting the Borrower or such Subsidiary;

         (g)  Liens listed on Schedule VIII, provided that
no such Lien is amended after the date of this Agreement to cover
any additional property or to secure additional Indebtedness; and 

         (h)  Liens granted to secure Indebtedness evidenced
by the Senior Notes, provided payment of the Obligations is
equally and ratably secured by such Liens and such Liens (in
favor of the holders of the Senior Notes and the Lenders) are
effected pursuant to security documentation from Borrower and/or
any Subsidiary granting such Lien and the holders of the Senior
Notes in form and substance reasonably satisfactory to the
Required Lenders.

    Section 6.3  Limitation on Contingent Obligations. 
Create, incur, assume or suffer to exist any Contingent
Obligation, except guarantees made in the ordinary course of its
business by any Borrower of obligations of a Borrower or any of
its Subsidiaries and except Letter of Credit Reimbursement
Obligations, provided, in any case those obligations are not
otherwise prohibited under this Agreement.

    Section 6.4  Limitations on Fundamental Changes.  Enter
into any merger, consolidation or amalgamation, or liquidate,
wind up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of, all or substantially all of its property,
business or assets, or make any material change in its present
method of conducting business, except:

         (a)  any Subsidiary of GSI may be merged or
consolidated with or into GSI (provided that GSI shall be the
continuing or surviving corporation) or with or into any one or
more wholly owned Subsidiaries of GSI (provided that the wholly
owned Subsidiary or Subsidiaries or the Subsidiary Borrower, if
it is a party to such merger or consolidation, shall be the
continuing or surviving corporation) and after giving effect to
any of such transactions, no Default or Event of Default shall
exist; and

         (b)  any wholly owned Subsidiary of GSI may sell,
lease, transfer or otherwise dispose of any or all of its assets
(upon voluntary liquidation or otherwise) to GSI or any wholly-
owned Subsidiary of GSI and GSI may sell, lease, transfer or
otherwise dispose of any or all of its assets to any Person
constituting the Borrower; and

         (c)  sales of assets in accordance with Section 6.5
of this Agreement.

    Section 6.5  Limitation on Sale of Assets.  Convey,
sell, lease, assign, transfer or otherwise dispose of any of its
property, business or assets (including, without limitation,
Capital Stock of any Person constituting the Borrower (other than
GSI), receivables and leasehold interests), whether now owned or
hereafter acquired, except:

         (a)  obsolete or worn out property disposed of in
the ordinary course of business;

         (b)  the sale or other disposition of any property
(other than inventory) provided, that, the aggregate book value
of all assets so sold or disposed of in any period of twelve
consecutive months shall not exceed 2% of Consolidated Tangible
Assets of GSI as at the beginning of such twelve-month period;

         (c)  the sale of inventory in the ordinary course
of business;

         (d)  the sale or discount without recourse of
accounts receivable only in connection with the compromise
thereof or the assignment of past-due accounts receivable for
collection; and

         (e)  as otherwise contemplated by Section 6.4 of
this Agreement.

    Section 6.6  Limitation on Investments, Loans and
Advances.  Purchase, hold or acquire beneficially any Capital
Stock, other securities or evidences of indebtedness of, make or
permit to exist any loans or advances to, or make or permit to
exist any investment or acquire any interest whatsoever in, any
other Person, except:

         (a)  extensions of trade credit to customers in the
ordinary course of business;

         (b)  Permitted Investments;

         (c) capital contributions, loans and advances by
any Person constituting the Borrower or any Subsidiary of the
Borrower to any Person constituting the Borrower or a domestic
Subsidiary of the Borrower and loans and advances by any foreign
Subsidiary of the Borrower to any other foreign Subsidiary of the
Borrower;

         (d)  loans and advances in the form of cash by any
Person constituting the Borrower to the foreign Subsidiaries of
the Borrower in an aggregate amount not to exceed $500,000 in
outstanding principal amount at any time;

         (e)  so long as no Default or Event of Default has
occurred and is continuing, GSI or any wholly-owned Subsidiary of
GSI may purchase Capital Stock of any Person not a Subsidiary for
a purchase price not exceeding $4,000,000 in the aggregate for
all such purchases; provided GSI has given the Agent 15 days
prior written notice of the consummation of the proposed
purchase;

         (f)  GSI may create, or (subject to Section 6.6(e))
acquire any Capital Stock of, a Person not a Subsidiary on the
date hereof (if, in the case of the acquisition of Capital Stock,
such acquisition would constitute such Person a Subsidiary);
provided that simultaneously with such creation or acquisition,
any Person becoming a domestic Subsidiary guarantees payment of
the obligations of the Borrower hereunder pursuant to a written
agreement in favor of, and otherwise in form and substance
satisfactory to, the Lenders; and

         (g)  loans and advances to employees or directors
of any Person constituting the Borrower not to exceed $100,000 in
aggregate principal amount outstanding at any time.

    Section 6.7  Limitation on Optional Payments and
Modifications of Debt Instruments.  Make any optional payment or
prepayment on or redemption, defeasance or purchase of any
Subordinated Debt, or amend, modify or change, or consent or
agree to any amendment, modification or change to any of the
terms relating to the payment or prepayment or principal of or
interest on, any such Indebtedness, other than any amendment,
modification or change which would extend the maturity or reduce
the amount of any payment of principal thereof or which would
reduce the rate or extend the date for payment of interest
thereon.

    Section 6.8  Transactions with Affiliates.  Enter into
any transaction, including, without limitation, any purchase,
sale, lease or exchange of property or the rendering of any
service, with any Affiliate unless such transaction is (a) not
otherwise prohibited under this Agreement, and (b) upon fair and
reasonable terms no less favorable to the relevant Person
constituting the Borrower, than it would obtain in a comparable
arm's length transaction with a Person which is not an Affiliate.

    Section 6.9  Fiscal Year.  Permit the fiscal year of
the Borrower to end on a day other than September 30.

    Section 6.10  Limitation on Conduct of Business.  Enter
into any business either directly or through any Subsidiary
except for businesses in which GSI and its Subsidiaries are
engaged on the date of this Agreement and business related to
such existing businesses.

    Section 6.11  Tangible Net Worth.  Permit Consolidated
Tangible Net Worth at the end of any fiscal quarter of GSI to be
less than the sum of (i) $35,400,000 plus (ii) 50% of the
aggregate, cumulative Consolidated Net Income (but excluding net
losses for purposes of this calculation), if any, for each fiscal
year end occurring after the Closing Date.  

    Section 6.12  Fixed Charge Coverage Ratio. Permit the
Fixed Charge Coverage Ratio for the period of four consecutive
fiscal quarters preceding any date of determination to be less
than 1.35 to 1.

    Section 6.13  Funded Debt to EBITDA. Permit the ratio
of Funded Debt of GSI and its consolidated Subsidiaries to
Consolidated EBITDA for the period of four consecutive fiscal
quarters preceding any date of determination to be greater than: 
3.0 to 1 through September 30, 1999 or 2.50 to 1 thereafter.

    Section 6.14  Capital Expenditures.  Permit
expenditures of GSI and its consolidated Subsidiaries for CAPEX
in any fiscal year to exceed $7,500,000 for the fiscal year
ending September 30, 1998, or $6,500,000 for any fiscal year of
GSI ending thereafter.

    Section 6.15  Obligor Tangible Assets.  Permit the
ratio of (a) Consolidated Obligor Tangible Assets to (b)
Consolidated Tangible Assets to be less than 0.9 to 1.0, unless
at such time the Obligor Fixed Charged Coverage Ratio is 1.1 to

1.0
 or greater.

    Section 6.16  ERISA Obligations.  Be or become
obligated to the PBGC, in any material respect, other than in
respect of annual premium payments.

    ARTICLE 7  EVENTS OF DEFAULT

    Section 7.1  Events of Default.  If any of the
following events (each, an "Event of Default") shall occur and be
continuing:

         (a)  The Borrower shall fail to pay any principal
of any Note or Reimbursement Obligation when due in accordance
with the terms thereof or hereof; or the Borrower shall fail to
pay any interest on any Note or Reimbursement Obligation, or any
other amount payable hereunder, within five days after any such
interest or other amount becomes due in accordance with the terms
thereof or hereof; or

         (b)  Any representation or warranty made or deemed
made by any Person constituting the Borrower or any other party
to a Loan Document herein or in any other Loan Document or which
is contained in any certificate, document or financial or other
statement furnished at any time under or in connection with this
Agreement shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or

         (c)  Any Person constituting the Borrower shall
default in the observance or performance of any agreement
contained in Article 6; or

         (d)  Any Person constituting the Borrower or any
other Party to a Loan Document shall default in the observance or
performance of any other agreement contained in this Agreement
(other than as provided in Sections 7.1(a), (b) or (c)) or any
other Loan Document, and such default shall continue unremedied
for a period of 30 days; or

         (e)  GSI or any of its Subsidiaries shall:

             (1)  default in any payment of principal of or
         interest on any Indebtedness (other than the Notes
         or Reimbursement Obligations) or in the payment of
         any Contingent Obligation in either case in excess
         of $500,000, beyond the period of grace, if any,
         provided in the instrument or agreement under which
         such Indebtedness or Contingent Obligation was
         created; or

             (2)  default in the observance or performance
         of any other agreement or condition relating to any
         such Indebtedness or Contingent Obligation or
         contained in any instrument or agreement
         evidencing, securing or relating thereto, or any
         other event shall occur or condition exist, the
         effect of which default or other event or condition
         is to cause, or to permit the holder or holders of
         such Indebtedness or beneficiary or beneficiaries
         of such Contingent Obligation (or a trustee or
         agent on behalf of such holder or holders or
         beneficiary or beneficiaries) to cause, with the
         giving of notice if required, such Indebtedness to
         become due prior to its stated maturity or such
         Contingent Obligation to become payable; or

         (f)  (1) GSI or any of its Subsidiaries shall
commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization,
conservatorship or relief of debtors, seeking to have an order
for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any
substantial part of its assets, or GSI or any of its Subsidiaries
shall make a general assignment for the benefit of its creditors;
or (2) there shall be commenced against GSI or any of its
Subsidiaries any case, proceeding or other action of a nature
referred to in clause (1) above which (A) results in the entry of
an order for relief or any such adjudication or appointment or
(B) remains undismissed, undischarged or unbonded for a period of
60 days; or (3) there shall be commenced against GSI or any of
its Subsidiaries any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or
similar process against all or any substantial part of its assets
which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (4) GSI
or any of its Subsidiaries shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (1), (2) or (3) above; or
(5) GSI or any of its Subsidiaries shall generally not, or shall
be unable to, or shall admit in writing its inability to, pay its
debts as they become due; or

         (g)  One or more judgments or decrees shall be
entered against GSI or any of its Subsidiaries involving in the
aggregate a liability (not paid or fully covered by insurance) of
$500,000 or more and all such judgments or decrees shall not have
been vacated, discharged, stayed or bonded pending appeal within
60 days from the entry thereof; or

         (h)  (i) Any Reportable Event, which the Required
Lenders determine in good faith (which determination shall be
final and conclusive) constitutes grounds for the termination of
any Plan or Plans by PBGC or for the appointment by the
appropriate United States District Court of a trustee to
administer or liquidate any Plan or Plans, shall have occurred
and be continuing thirty (30) days after written or telegraphic
or telephonic notice to such effect shall have been given to the
Borrower by the Lender; or (ii) a decision shall have been made
by the Board of Directors (or any committee thereof), any
authorized officer or other employee of any Person constituting
the Borrower, or any trustee or trustees of any Plan or Plans to
terminate any Plan or Plans or to file a termination notice with
respect to any Plan or Plans; or (iii) a trustee shall be
appointed by the appropriate United States District Court to
administer any Plan or Plans, or any Plan or Plans shall be
terminated; or (iv) PBGC shall institute proceedings to terminate
any Plan or Plans or to appoint a trustee to administer any Plan
or Plans; or (v) any Person constituting the Borrower or any
ERISA Affiliate shall fail with respect to any Plan or Plans to
meet the minimum funding standards established in the Code, or
shall obtain a waiver of such minimum funding standards; or (vi)
any Person constituting the Borrower or any ERISA Affiliate shall
completely or partially withdraw from a Plan; or (vii) any Person
constituting the Borrower or any ERISA Affiliate shall make a
decision to cease operations at a facility or facilities where
such cessation would result in a separation from employment of
more than 20% of the total number of employees who are
participants under a Plan; where in the case of any one or more
of the events described in the preceding clauses (i) through
(vii) the aggregate outstanding amount of unfunded vested
liabilities under such Plan if a single employer plan (including
unfunded vested liabilities which arise or might arise as a
result of the termination of or withdrawal from such Plan) or the
allocable portion of such outstanding unfunded vested liabilities
under a Multiemployer Plan shall exceed (either singly or in the
aggregate in the case of any such liability arising out of one or
more of the events described in the preceding clauses (i) through
(vii) under more than one such Plan) 2% of the Consolidated
Tangible Net Worth of GSI and shall in good faith be determined
by the Required Lenders (which determination shall be final and
conclusive) to have a Material Adverse Effect; or

         (i)  a Change in Control shall occur;

then, and in any such event, (A) if such event is an Event of
Default specified in clause (1) or (2) of Section 7.1(f) above
with respect to any Person constituting the Borrower,
automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the Notes shall
immediately become due and payable, and (B) if such event is any
other Event of Default, any one or more of the following actions
may be taken:  (i) the Agent may (with the consent of the
Required Lenders) and shall (upon the request of the Required
Lenders), by written notice to the Borrower, declare the
Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; (ii) the Agent may (with the consent
of the Required Lenders) and shall (upon the request of the
Required Lenders), by written notice to the Borrower, declare the
Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the Notes to be due and
payable forthwith, whereupon the same shall immediately become
due and payable and (iii) the Agent may (with the consent of the
Required Lenders) and shall (upon the request of the Required
Lenders but subject to the provisions of Article 8), proceed to
enforce the rights and remedies of the Secured Party under the
Security Documents. Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of
any kind are hereby expressly waived.

    ARTICLE 8  THE AGENT

    Section 8.1  Actions.  Each Lender authorizes the Agent
to act on behalf of such Lender under this Agreement, the other
Loan Documents and any other related instruments and, in the
absence of other written instructions from the Lenders received
from time to time by the Agent (with respect to which the Agent
agrees that it will, subject to the last two sentences of this
Section 8.1, comply in good faith except as otherwise advised by
counsel), to exercise such powers hereunder and thereunder as are
specifically delegated to or required of the Agent by the terms
hereof and thereof, together with such powers as may be
reasonably incidental thereto.  Each Lender agrees (which
agreement shall survive any termination of this Agreement) to
indemnify the Agent, pro rata according to such Lender's
Percentage, from and against any and all liabilities,
obligations, damages, penalties, actions, judgements, suits,
costs, expenses or disbursements of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted
against the Agent in any way relating to or arising out of this
Agreement, the Revolving Notes, the Letters of Credit, any of the
other Loan Documents and any other related instruments,
including, without limitation, the reimbursement of the Agent for
all reasonable out-of-pocket expenses (including, without
limitation, syndication costs and attorneys' fees) incurred by
the Agent hereunder or in connection herewith or in enforcing the
obligations of the Borrower or any Lender under this Agreement,
under any of the other Loan Documents or any other related
instruments, in all cases as to which the Agent is not reimbursed
by the Borrower; provided that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, damages,
penalties, actions, judgements, suits, costs, expenses or
disbursements determined by a court of proper jurisdiction in a
final proceeding to have resulted solely from the Agent's gross
negligence or willful misconduct.  The Agent shall not be
required to take any action hereunder or under any other related
instruments, or to prosecute or defend any suit in respect of
this Agreement or any such instrument, unless indemnified to its
satisfaction by the Lenders against costs, liability, and
expense.  If any indemnity in favor of the Agent shall become
impaired, it may call for additional indemnity and cease to do
the acts indemnified against until such additional indemnity is
given.  The Agent may delegate its duties hereunder to
affiliates, agents or attorneys-in-fact selected in good faith by
the Agent.  Each Lender's obligation to indemnify the Agent as
set forth above shall be unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or
defense to payment which such Lender may have or have had against
the Agent, any other Lender, the Borrower, any Subsidiary or any
other Person.

    Section 8.2  Exculpation.  The Agent shall have no
duties or responsibilities except those expressly set forth in
this Agreement.  Neither the Agent nor any of its directors,
officers, employees, or agents (collectively, the "Related
Parties") shall be liable to any Lender for any action taken or
omitted to be taken by it under this Agreement, the other Loan
Documents or any other related instrument, or in connection
herewith or therewith, except for its own willful misconduct or
gross negligence, nor shall the Agent or any Related Parties be
responsible for any recitals or representations or warranties
herein or therein, or for the effectiveness, enforceability,
validity or due execution of this Agreement, the other Loan
Documents or any other related instruments, nor shall the Agent
or any Related Parties be obligated to make any inquiry
respecting the performance by the Borrower of its obligations
hereunder or thereunder.  The Agent shall be entitled to rely
upon advice of counsel concerning legal matters and upon any
notice, consent, certificate, statement or writing which it
believes to be genuine and to have been presented by a proper
Person.  The Agent may at any time request instructions from the
Lenders with respect to any actions or approvals which, by the
terms of this Agreement, the Agent is permitted or required to
take or grant, and the Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval and
shall not be under any liability whatsoever to any Person for
refraining from taking any action or withholding any approval
under this Agreement or any of the other Loan Documents until it
has received instructions from the Required Lenders.  No Lender
shall have any right of action whatsoever against the Agent as a
result of the Agent acting or refraining from acting hereunder or
under any of the other Loan Documents in accordance with
instructions from the (i) Required Lenders, or (ii) all of the
Lenders to the extent required hereunder.

    Section 8.3  Successor.  The Agent may resign as such
at any time upon at least ten days' prior notice to the Borrower
and all Lenders, and the Agent may be removed at any time by
written notice from the Required Lenders.  If the Agent at any
time shall resign or be removed, the Required Lenders may appoint
another Lender as a successor Agent.  If the Required Lenders do
not make such appointment within thirty days, the resigning or
removed Agent shall appoint a new Agent from among the Lenders
or, if no Lender accepts such appointment, from among commercial
banking institutions or trust institutions generally; provided
such successor agent shall be a domestic commercial bank having a
combined capital and surplus in excess of $500,000,000.  Upon the
acceptance of any appointment as Agent by a successor Agent, such
successor Agent shall thereupon become the Agent hereunder and
shall be entitled to receive from the prior Agent such documents
of transfer and assignment as such successor Agent may reasonably
request, and the resigning or removed Agent shall (i) be
discharged from its duties and obligations under this Agreement
and the other related instruments and (ii) entitled to the
continued benefit of this Article 8 with respect to all actions
taken by it prior to its removal or resignation.

    Section 8.4  Credit Decisions.  Each Lender represents
and acknowledges to the Agent that it has, independently of the
Agent and each other Lender, and based on the financial
information referred to in this Agreement and the other Loan
Documents and such other documents, information and
investigations as it has deemed appropriate, made its own credit
decision to enter into this Agreement.  Each Lender also
acknowledges that it will, independently of the Agent and each
Lender, and based on such documents, information and
investigations as it shall deem appropriate at any time, continue
to make its own credit decisions as to exercising or not
exercising from time to time any rights and privileges available
to it under this Agreement, the Loan Documents or any other
related instruments.

    Section 8.5  Notices, etc. from Agent.  The Agent shall
give prompt notice to each Lender of each notice or request given
to the Agent by the Borrower or by the Agent to the Borrower
pursuant to the terms of this Agreement.  The Agent will promptly
distribute to each Lender each instrument received for its
account and copies of all other communications received by the
Agent from the Borrower for distribution to the Lenders by the
Agent in accordance with the terms of this Agreement.

    Section 8.6  Security Documents.  Each Lender hereby
authorizes the Agent to enter into the Security Documents and to
take all action contemplated thereby.  Each Lender agrees that no
Lender shall have any right individually to seek to realize upon
the collateral granted for the benefit of the Lenders pursuant to
any of the Security Documents, it being understood and agreed
that such rights and remedies may be exercised by the Agent for
the benefit of the Agent and the Lenders upon the terms of the
Security Documents.

    ARTICLE 9  PURCHASING LENDER

    Section 9.1  Purchasing Lender.  (a) Each Lender, in
the ordinary course of its commercial banking business and in
accordance with applicable law, at any time may sell, assign and
delegate to any Affiliate of such Lender and/or, with the consent
of the Agent and the Borrower (which in each case shall not be
unreasonably withheld), to one or more additional banks or
financial institutions (each, a "Purchasing Lender") all or any
part of such Lender's rights and obligations under this
Agreement, the Notes and the other Loan Documents (provided, that
any such sale, assignment and delegation shall be made with
respect to each Loan and Commitment of such Lender hereunder)
pursuant to an agreement ("Assignment and Acceptance"), executed
by the Purchasing Lender, and such Lender.  Such Assignment and
Acceptance shall specify an effective date which is not less than
five Business Days after the date of execution thereof. Upon such
execution, delivery, and acceptance, from and after the effective
date determined pursuant to such Assignment and Acceptance, (A)
the Purchasing Lender thereunder shall be a party hereto and, to
the extent of the Commitments assigned and Loans sold pursuant to
such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder with a Commitment as set forth therein, and
(B) the assigning Lender thereunder shall, to the extent of the
Commitments assigned pursuant to such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Lender's rights and obligations
under this Agreement, such assigning Lender shall cease to be a
party hereto). Such Assignment and Acceptance shall be deemed to
amend this Agreement to the extent, and only to the extent,
necessary to reflect the addition of such Purchasing Lender as a
Lender and the resulting adjustment of Commitments arising from
the purchase by such Purchasing Lender of all or a portion of the
rights and obligations of such assigning Lender under this
Agreement and the Notes.  On or prior to the effective date
determined pursuant to such Assignment and Acceptance, the
Borrower, at its own expense, shall execute and deliver to the
assigning Lender and Purchasing Lender in exchange for the
surrendered Revolving Credit Note, a new Revolving Credit Note to
the order of such Purchasing Lender in an amount equal to the
Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Lender has retained a Commitment
hereunder, a new Note to the order of the assigning Lender in an
amount equal to the Commitment retained by it hereunder.  Such
new Note or Notes shall be dated the Closing Date and otherwise
shall be in the form of the Note or Notes replaced thereby.  The
Note or Notes surrendered by the assigning Lender shall be
returned to the Borrower marked "replaced."  The assigning Lender
shall provide the Agent with a copy of each Assignment and
Acceptance.

         (b)  If, pursuant to this Agreement, any interest
in this Agreement or any other Loan Documents is assigned to any
transferee which is organized under the laws of any jurisdiction
other than the United States or any State thereof, the transferor
Lender shall cause such transferee, concurrently with the
effectiveness of such transfer, (i) to represent to the
transferor Lender (for the benefit of the transferor Lender, the
Agent and the Borrower) that under applicable law and treaties no
taxes will be required to be withheld by the Agent, the Borrower
or the transferor Lender with respect to any payments to be made
to such transferee in respect of the Loans, (ii) to furnish to
the transferor Lender, the Agent and the Borrower either Form
4224 or Form 1001 (Ownership Exemption or Reduced Rate
Certificate) (wherein such transferee claims entitlement to
complete exemption from U.S. federal withholding tax on all
interest payments hereunder) and (iii) to agree (for the benefit
of the transferor Lender, the Agent and the Borrower) to provide
the transferor Lender, the Agent and the Borrower a new Form 4224
or Form 1001 upon the expiration or obsolescence of any
previously delivered form and comparable statements in accordance
with applicable U.S. laws and regulations and amendments duly
executed and completed by such transferee, and to comply from
time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption.  

    Section 9.2  Disclosure of Information.  Each Person
constituting the Borrower authorizes the Lenders to disclose to
any Purchasing Lender and any prospective Purchasing Lender any
and all information relating to each Person constituting the
Borrower and its Affiliates which has been furnished to the Agent
and the Lenders by or on behalf of each Person constituting the
Borrower; provided that any such Purchasing Lender agrees to keep
any information relating to any Person constituting the Borrower
received hereunder confidential except as may be required by any
Requirement of Law.

    Section 9.3  Pledges to Federal Reserve Bank.  Nothing
herein shall prohibit any Lender from pledging or assigning any
Note to any Federal Reserve Bank in accordance with applicable
law.

    ARTICLE 10  MISCELLANEOUS

    Section 10.1  Amendments and Waivers.  (a) No amendment
or waiver of any provision of this Agreement, or any of the other
Loan Documents, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Required Lenders, and then such
waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent, unless in writing
and signed by all the Lenders, shall do any of the following: (A)
waive any of the conditions specified in Section 4.1 (though the
Agent alone may defer the fulfillment of such conditions until
the date of the applicable borrowing), (B) increase the amount or
extend the term of the Commitments of the Lenders or subject the
Lenders to any additional obligations, (C) reduce the principal
of, or interest on, the Loans, the Reimbursement Obligations or
any of the Notes, or reduce any fees payable hereunder, (D)
postpone any date fixed for any payment in respect of principal
of, or interest on, the Loans, the Reimbursement Obligations or
any of the Notes, as the case may be, or fees payable hereunder,
(E) change any of the components which shall be required for the
Lenders or any Lender to take any action hereunder, (i.e., the
Percentage of the Commitments, or the aggregate unpaid principal
amount of the Loans, or the number of Lenders), (F)  amend or
terminate any Security Document, or (G) amend this Section 10.1;
and provided, further, that no amendment, waiver or consent
shall, unless in writing and signed by the Agent in addition to
the Lenders hereinabove required to take such action, affect the
rights or duties of the Agent under this Agreement.  Without
derogating from the foregoing, no amendment to this Agreement
shall be effective unless signed by each Person constituting the
Borrower.

         (b)  The liability of each Person constituting the
Borrower hereunder shall be absolute and unconditional
irrespective of:  

             (1)  any change in the time, manner, or place
of payment or in any other term of, or any other amendment or
waiver of, or any consent to departure from any of the Loan
Agreement, any of the Loan Documents or any Obligations;

             (2)  any change in the name, capital stock,
Certificate of Incorporation or by-laws, as the case may be, of
any Person constituting the Borrower;

             (3)  the insolvency of, or the voluntary or
involuntary bankruptcy, assignment for the benefit of creditors,
reorganization or other similar proceedings affecting any Person
constituting the Borrower or any of their respective assets; or

             (4)  any other circumstance or claim which
might otherwise constitute a defense available to, or a discharge
of, any Person constituting the Borrower in respect of the
Obligations.

         (c)  No payment made by any Person constituting the
Borrower, or received or collected by the Agent or any of the
Lenders, from any Person constituting the Borrower by virtue of
any action or proceeding or set-off or application at any time in
reduction of or in payment of the Obligations shall be deemed to
modify, release or otherwise affect the liability of any Person
constituting the Borrower under the Loan Documents. 
Notwithstanding any such payments received or collected by the
Agent or any of the Lenders in connection with the Obligations,
each Person constituting the Borrower shall remain liable for the
Obligations until all Obligations are paid in full.  The joint
and several obligation of each Person constituting the Borrower
shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Obligations is
rescinded or must otherwise be returned by the Agent or the
Lenders upon the insolvency, bankruptcy or reorganization of any
Person constituting the Borrower or otherwise, all as though such
payment had not been made.  

         (d)  The obligations and liabilities of each Person
constituting the Borrower hereunder shall not be released,
discharged, limited or in any way affected by anything done,
suffered or permitted by the Agent or Lenders in connection with
any monies or credit advanced by the Agent or Lenders to any
Person constituting the Borrower or any security therefor,
including, without limitation, any loss of, or in respect of, any
security received by the Agent or any of the Lenders from any
Person constituting the Borrower.  It is agreed that the Lenders
and/or the Agent, without releasing, discharging, limiting or
otherwise affecting in whole or in part the obligations and
liabilities of any Person constituting the Borrower hereunder,
may, without limiting the generality of the foregoing:

         (A)  grant time, renewals, extensions, indulgences,
    releases and discharges to any Person constituting the
    Borrower;

        (B)  take or abstain from taking security or
    collateral for the Obligations or from perfecting
    security or collateral for the Obligations;

        (C)  release, discharge, compromise or otherwise
    deal with (with or without consideration) any and all
    collateral, mortgages, indemnities, guaranties or other
    security given by any Person constituting the Borrower
    with respect to the Obligations;

         (D)  accept compromises from any Person
    constituting the Borrower;

         (E)  after an Event of Default, apply all monies
    at any time received from any Person constituting the
    Borrower or from any guaranties, indemnities or any
    collateral upon such part of the Obligations as the
    Lenders and/or Agent may see fit or change any such
    application in whole or in part from time to time as
    the Agent or such Lenders may see fit; or

         (F)  otherwise deal with each Person constituting
    the Borrower and all other Persons and collateral as
    the Lenders and/or Agent may see fit;

         (e)  neither the Agent nor any of the Lenders shall
be bound or obligated to exhaust recourse against any Person
constituting the Borrower or other Persons or any security,
guarantee, indemnity, mortgage or collateral it may hold or take
any other action before being entitled to payment from each
Person constituting the Borrower hereunder and each Person
constituting the Borrower hereby waives any requirement that
would otherwise compel the Agent or the Lenders to do any of the
foregoing.

    Section 10.2  Notices.  All notices, requests and
demands to or upon the respective parties hereto to be effective
shall be in writing (or by telex, fax or similar electronic
transfer confirmed in writing), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made
(a) when delivered by hand or (b) if given by mail, three
Business Days after deposited in the mails by certified mail,
return receipt requested, postage prepaid, or (c) if by telex,
fax or similar electronic transfer, when sent and receipt has
been confirmed, addressed as follows.  Notwithstanding the
foregoing, any notice, demand or request to or upon the Agent
pursuant to Section 2.3 or Section 2.7 may be given to the Agent
by telephone, provided that the Borrower immediately follows such
telephone instructions with a delivery of written notice received
by the Agent prior to the extension of Credit requested by one of
the methods of delivery otherwise authorized herein.

If to the Borrower:
    Guest Supply, Inc.
    4301 U.S. Highway One
    Box 902
    Monmouth Junction, New Jersey 08852-0902
    Attention: Paul Xenis
    Phone: 609-514-7373
    Fax: 609-514-7377

with a copy to:
    Haythe & Curley
    237 Park Avenue
    New York, New York 10017
    Attention: Bradley P. Cost, Esq.
    Phone: 212-880-6000
    Fax: 212-682-0200

If to the Agent:
    PNC Bank, National Association
    P.O. Box 294
    2 Tower Center Boulevard, 16th Floor
    East Brunswick, New Jersey  08816-1094
    Attention: Gary W. Wessels
    Phone: 732-220-4553
    Fax: 732-220-3299

If to the Lenders:
    PNC Bank, National Association
    P.O. Box 294
    2 Tower Center Boulevard 16th Floor
    East Brunswick, New Jersey  08816-1094
    Attention: Gary W. Wessels
    Phone: 732-220-4553
    Fax: 732-220-3299
    and

    First Union National Bank
    550 Broad Street
    Newark, New Jersey  07102
    Attention: Robert Cerny
    Phone: 973-565-7069
    Fax: 973-565-3908

provided that any notice, request or demand to or upon the Agent
pursuant to Section 2.3, Section 2.5, Section 2.8, Section
2.9(a), Section 2.10 or Section 2.18(a) shall not be effective
until received.  Any party may change its address for notices by
notice to the other parties hereto in the manner provided in this
subsection.  Any notice to the Borrower or given by the Borrower
shall be binding upon, and deemed received or given by, all
Persons constituting the Borrower if given by any Person
constituting the Borrower (in the case of notices from the
Borrower) or delivered to any Person constituting the Borrower at
the address set forth herein (or such other address noticed to
the Lender as provided herein) and no separate notice to or by
any other Person constituting the Borrower shall be necessary for
the binding effect or deemed receipt of a notice to or by the
Borrower.

    Section 10.3  No Waiver; Cumulative Remedies.

         (a)  No failure to exercise and no delay in
exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder shall operate as a waiver
thereof.

         (b)  No single or partial exercise of any right,
remedy, power or privilege hereunder shall preclude any other or
further exercise thereof or the exercise of any other right,
remedy, power or privilege.

         (c)  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

    Section 10.4  Survival of Representations and
Warranties.  All representations and warranties made hereunder
and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and
delivery of this Agreement and the Notes.

    Section 10.5  Payment of Expenses and Taxes.  The
Borrower agrees jointly and severally:

         (a)  to pay or reimburse the Agent for all its
reasonable out-of-pocket costs and expenses incurred in
connection with the negotiation, preparation and execution of,
and any proposed or effective amendment, supplement or
modification to, this Agreement and the Notes and the other Loan
Documents and any other documents prepared in connection herewith
or therewith, and the consummation of the transactions
contemplated hereby and thereby, including, without limitation,
the reasonable fees and disbursements of counsel to the Agent;

         (b)  to pay or reimburse the Agent and each Lender
for all reasonable out-of-pocket costs and expenses incurred by
each of them in connection with the enforcement or preservation
of any rights under this Agreement, the Notes, the other Loan
Documents and any such other documents, including, without
limitation, reasonable fees and disbursements of counsel to the
Agent and each Lender;

         (c)  to pay, indemnify, and hold the Agent and each
Lender harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other similar taxes, if any,
which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation of any of the
transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of,
this Agreement, the Notes, the other Loan Documents and any such
other documents; and

         (d)  to pay, indemnify, and hold the Agent and each
Lender harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions (whether
sounding in contract, in tort or on any other ground), judgments,
suits, reasonable out-of-pocket costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution,
delivery, enforcement, performance and administration of, or in
any other way arising out of or relating to, this Agreement, the
Notes, the other Loan Documents or any other documents
contemplated by or referred to herein or therein or any action
taken or omitted to be taken by the Agent or any Lender with
respect to any of the foregoing

(all the foregoing, collectively, the "indemnified liabilities"),
provided, that the Borrower shall have no obligation hereunder to
the Agent or any Lender with respect to indemnified liabilities
arising from the gross negligence or willful misconduct of the
Agent or such Lender.  The agreements in this subsection shall
survive repayment of the Notes and all other amounts payable
hereunder.

    Section 10.6  Successors and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the Borrower,
the Agent, the Lenders, all future holders of the Notes and their
respective successors and assigns, except that no Person
constituting the Borrower may assign, transfer or delegate any of
their rights or obligations under this Agreement without the
prior written consent of the Lenders other than pursuant to the
operation of law by reason of a transaction permitted by Section
6.4.

    Section 10.7  Set-off/Sharing.  

         (a)  In addition to any rights and remedies of the
Agent and Lenders provided by law, each Lender shall have the
right, without prior notice to any Person constituting the
Borrower, any such notice being expressly waived by each Person
constituting the Borrower to the extent permitted by applicable
law, upon any amount becoming due and payable by any Person
constituting the Borrower hereunder or under the Notes or the
other Loan Documents (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply
against such amount any and all deposits (general or special,
time or demand, provisional or final), in any currency, and any
other credits, indebtedness or claims, in any currency, in each
case whether direct or indirect, absolute or contingent, matured
or unmatured, at any time held or owing by such Lender or any
branch or agency of such Lender to or for the credit or the
account of any Person constituting the Borrower.  Each Lender
agrees promptly to notify the Borrower and Agent after any such
set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such
set-off and application.

         (b)  Each of the Lenders agree among themselves
that with respect to all amounts received by them which are
applicable to the payment or satisfaction of all or part of the
Loans or Reimbursement Obligations, interest thereon, any fees or
any other amount payable hereunder or under the other Loan
Documents, equitable adjustment will be made so that, in effect,
all such amounts will be shared among the Lenders in proportion
to their respective Percentages, whether received by voluntary
payment, by the exercise of the right of setoff or banker's lien,
by counterclaim or by the enforcement of their rights hereunder
or under the other Loan Documents.

         (c)  If any Lender shall, through the exercise of
any right of counterclaim, setoff, banker's lien or otherwise,
receive payment or reduction of a proportion of the aggregate
amount of the Loans or interest thereon due to such Lender, or
any other amount payable hereunder, as the case may be, which is
greater than the proportion received by any other Lender or
Lenders in respect to the aggregate amount of any Loan or
Reimbursement Obligation and interest thereon due such Lender, or
with respect to any other amount payable hereunder, that Lender
receiving such proportionately greater payment shall notify the
other Lenders and the Agent of such receipt and purchase
participations (which it shall be deemed to have done
simultaneously upon the receipt of such excess payment) in the
Loans and Reimbursement Obligations held by the other Lender or
Lenders so that all such recoveries of principal and interest
with respect to the Loans shall be proportionate to each Lender's
respective Percentage; provided that if all or part of such
proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender, those purchases
shall be rescinded and the purchase prices paid for such
participations shall be returned to the purchasing Lender to the
extent of such recovery, but without interest. 

         (d)  The Borrower expressly consents to the
arrangement described in this Section 10.7.

    Section 10.8  Original Agreement.  On the Effective
Date, the commitment of the Lenders under the Original Agreement
to extend credit to the Borrower shall terminate and the Original
Agreement and all security and other agreements entered into
connection therewith shall terminate.

    Section 10.9  Counterparts.  This Agreement may be
executed by one or more of the parties to this Agreement on any
number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.

    Section 10.10  Severability.  Any provision of this
Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

    Section 10.11  Integration.  This Agreement represents
the agreement of the Borrower, the Agent and the Lenders with
respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Agent or any
Lender relative to subject matter hereof not expressly set forth
or referred to herein or in the other Loan Documents.

    Section 10.12  Governing Law.  This Agreement and the
Notes and the rights and obligations of the parties under this
Agreement and the Notes shall be governed by, and construed and
interpreted in accordance with, the law of the State of New
Jersey.

    Section 10.13  Submission To Jurisdiction; Waivers. 
Each Person constituting the Borrower hereby irrevocably and
unconditionally:

         (a)  submits for itself and its property in any
legal action or proceeding relating to or arising out of this
Agreement and the other Loan Documents to which it is a party, or
the conduct of any party with respect thereto, or for recognition
and enforcement of any judgement in respect thereof, to the
nonexclusive general jurisdiction of the Courts of the State of
New Jersey, the courts of the United States of America for the
District of New Jersey, and appellate courts from any thereof;

         (b)  consents that any such action or proceeding
may be brought in such courts and waives to the fullest extent
permitted by law any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;

         (c)  agrees that service of process in any such
action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form
of mail), postage prepaid, to the Borrower at the address set
forth in Section 10.1 or at such other address of which the
Lender shall have been notified pursuant thereto;

         (d)  agrees that nothing herein shall affect the
right to effect service of process in any other manner permitted
by law or shall limit the right to sue in any other jurisdiction;
and

         (e)  waives, to the maximum extent permitted by
law, any right it may have to claim or recover in any legal
action or proceeding referred to in this subsection any special,
exemplary, punitive or consequential damages.

    Section 10.14  Acknowledgments.  Each Person
constituting the Borrower hereby acknowledges that:

         (a)  it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the
Notes and the other Loan Documents;

         (b)  neither the Agent nor any Lender has any
fiduciary relationship to any Person constituting the Borrower,
and the relationship between the Agent and the Lenders, on one
hand, and each Person constituting the Borrower, on the other
hand, is solely that of debtor and creditor; and

         (c)  no joint venture exists among any Person
constituting the Borrower, the Agent or any Lender.

    Section 10.15  Waivers of Jury Trial.  EACH PERSON
CONSTITUTING THE BORROWER, THE AGENT AND EACH LENDER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

    IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

    Borrowers:

    GUEST SUPPLY, INC.


    By:/s/Paul Xenis
    ----------------
    Name: Paul Xenis
    Title: Secretary and Vice President, Finance

    GUEST PACKAGING, INC.


    By:/s/Paul Xenis
    ----------------
    Name: Paul Xenis
    Title: Secretary and Vice President, Finance


    BRECKENRIDGE-REMY CO.


    By:/s/Paul Xenis
    ----------------
    Name: Paul Xenis
    Title: Secretary and Vice President, Finance


    GUEST DISTRIBUTION
     SERVICES, INC.


    By:/s/Paul Xenis
    ----------------
    Name: Paul Xenis
    Title: Authorized Signatory


    Lenders:

    PNC BANK, NATIONAL ASSOCIATION


    By:/s/Gary W. Wessels
    ---------------------
    Name: Gary W. Wessels
    Title: Vice President


    FIRST UNION NATIONAL BANK


    By:/s/James T. King
    -------------------
    Name: James T. King
    Title: Vice President


    Agent:

    PNC BANK, NATIONAL ASSOCIATION


    By:/s/Gary W. Wessels
    ---------------------
    Name: Gary W. Wessels
    Title: Vice President

<PAGE>
                             PRICING SCHEDULE


    "Applicable Margin" means for any date, the rates set
forth below in the row opposite such term and in the column
corresponding to the "Pricing Level" that applies at such date:






                    Level I   Level II    Level III   Level IV    Level V
         

Applicable         plus .50%  plus .60%   plus .75%   plus .80%   plus .85%
Eurodollar
Margin


Applicable         minus .75% minus .50%  minus .30%  minus .20%  minus .00%
Prime Rate
Margin


    For purposes of this Schedule, the following terms have
the following meanings:

    "Level I Pricing" applies at any date if the ratio of
Funded Debt to EBITDA on such date is equal to or less than
1.5:1.

    "Level II Pricing" applies at any date if (i) the ratio
of Funded Debt to EBITDA in effect on such date is equal to or
less than 1.75:1 and (ii) Level I Pricing does not apply.

    "Level III Pricing: applies at any date if (i) the
ratio of Funded Debt to EBITDA in effect on such date is equal to
or less than 2.00:1 and (ii) neither Level I Pricing nor Level II
Pricing applies.

    "Level IV Pricing" applies at any date if (i) the ratio
of Funded Debt to EBITDA in effect on such date is equal to or
less than 2.25:1 and (ii) none of Level I Pricing, Level II
Pricing and Level III Pricing applies.

    "Level V Pricing" applies at any date if, on such date,
the ratio of Funded Debt to EBITDA is greater than 2.25:1.00.
<PAGE>