<PAGE>


                            [Exhibit 10(i)]
                              
                  AMENDED AND RESTATED LOAN AGREEMENT
                              
                                between
                              
                           NATIONSBANK, N.A.
      (successor by merger to The Boatmen's National Bank of St. Louis)
                              
                              as "Lender"
                              
                                  and
                              
                              INTRAV, INC.
                              
                             as "Borrower"












                       Effective October 30, 1998


<PAGE>
<PAGE>
                 AMENDED AND RESTATED LOAN AGREEMENT


     This is Amendment and Restated Loan Agreement (this "Agreement")
is executed as of October 30, 1998, by and between INTRAV, INC, as
Borrower, and NATIONSBANK, N.A., as Lender.

     The Boatmen's National Bank of St. Louis, to which Lender is
successor by merger, and Borrower are parties to a Loan Agreement
effective December 31, 1996, as amended by several subsequent amendments
thereto (the "Original Loan Agreement") and now desire to amend and
restate the Original Loan Agreement in its entirety.

          Therefore, in consideration of the mutual agreements herein
and other sufficient consideration, the receipt of which is hereby
acknowledged, Borrower and Lender hereby amend and restate the Original
Loan Agreement to read in its entirety as follows:

     1.   Effective Date.  This Agreement shall be effective October
30, 1998.

     2.   Definitions and Rules of Construction.  

     2.1. Listed Definitions.  Capitalized terms defined in the 
     Glossary and Index of Defined Terms attached hereto as Exhibit 2.1
     shall have such defined meanings wherever used in this Agreement
     and the other Loan Documents.

     2.2. Other Definitions.  If a capitalized term used in this 
     Agreement is not defined in the Glossary and Index of Defined
     Terms, it shall have such meaning as defined elsewhere herein, or
     if not defined elsewhere herein, the meaning defined in the UCC.

     2.3. References to Covered Persons.  The words Covered Person, a 
     Covered Person, any Covered Person, each Covered Person and every
     Covered Person refer to Borrower and each of its Subsidiaries
     separately.  The words Covered Persons refer to Borrower and its
     Subsidiaries collectively.

     2.4. Accounting Terms.  Unless the context otherwise requires, 
     accounting terms herein that are not defined herein shall be
     calculated under GAAP.  All financial statements required
     hereunder and financial measurements contemplated hereunder
     respecting Borrower shall be presented and calculated for Borrower
     and all of its Subsidiaries, if any, unless otherwise expressly
     provided otherwise herein, on a consolidated basis in accordance
     with GAAP.

     2.5. Meaning of Satisfactory.  Wherever herein a document or 
     matter is required to be satisfactory to Lender, unless expressly
     stated otherwise such document must be satisfactory to Lender in
     both form and substance, and unless expressly stated otherwise,
     Lender shall have the absolute discretion to determine whether the
     document or matter is satisfactory.

     2.6. Computation of Time Periods.  In the computation of periods 
     of time from a specified date to a later specified date, the word
     from shall mean from and including and the words to and until
     shall each mean to but excluding.  Periods of days referred to in
     this Agreement shall be counted in calendar days unless Business
     Days are expressly prescribed, and references in this Agreement to
     months and years shall be to calendar months and calendar years
     unless otherwise specified.



                                1
<PAGE>
<PAGE>

     2.7. General.  Unless the context of this Agreement clearly 
     requires otherwise:  (i) references to the plural include the
     singular and vice versa; (ii) references to any Person include
     such Person's successors and assigns but, if applicable, only if
     such successors and assigns are permitted by this Agreement; (iii)
     references to one gender include all genders; (iv) including is
     not limiting; (v) or has the inclusive meaning represented by the
     phrase "and/or"; (vi) the words hereof, herein, hereby, hereunder
     and similar terms in this Agreement refer to this Agreement as a
     whole, including its Exhibits, and not to any particular provision
     of this Agreement; (vii) the word Section or section and Page or
     page refer to a section or page, respectively, and the word
     Exhibit refers to an Exhibit to this Agreement unless it expressly
     refers to something else; (viii) reference to any agreement
     (including this Agreement), document or instrument means such
     agreement, document or instrument as amended or modified and in
     effect from time to time in accordance with the terms thereof and,
     if applicable, the terms hereof; and (ix) general and specific
     references to any Law means such Law as amended, modified,
     codified or reenacted, in whole or in part, and in effect from
     time to time.  Section captions and the Table of Contents are for
     convenience only and shall not affect the interpretation or
     construction of this Agreement or the other Loan Documents.

3.   Lender's Commitments.  

     3.1. Revolving Commitment.  

          3.1.1.    Advances.  Subject to the limitations in Section 
          3.1.2 and elsewhere herein, Lender commits to make available
          from the Effective Date to the Maturity Date, a revolving
          credit facility available as Advances made from time to time
          as provided herein.  Subject to the limitations in Section
          3.1.2 and elsewhere herein, payments and prepayments that
          are applied to reduce the Revolving Loan may be reborrowed. 
          The amount of the Revolving Commitment initially will be
          $30,000,000, but will reduce automatically to a lesser
          Dollar amount on certain dates as listed in the table below:

<TABLE>
<CAPTION>             
---------------------------------------------------------------------
Effective Date of Reduction    Reduction     New Revolving Commitment
---------------------------------------------------------------------
<S>                            <C>               <C>
     December 31, 1999         $2,000,000          $28,000,000
---------------------------------------------------------------------
     December 31, 2000         $5,000,000          $23,000,000
---------------------------------------------------------------------
     December 31, 2001         $5,000,000          $18,000,000
---------------------------------------------------------------------
     December 31, 2002         $3,000,000          $15,000,000
---------------------------------------------------------------------
</TABLE>

          Borrower may also reduce the amount of the Revolving
          Commitment in whole multiples of $1,000,000 at any time and
          from time to time, but only if (i) Borrower gives Lender
          written notice of Borrower's intention to make such
          reduction at least one Business Day prior to the effective
          date of the reduction, and (ii) Borrower makes on the
          effective date of the reduction any payment on the Revolving
          Loan required under Section 7.2 as a consequence of the
          reduction and any amount that may be due to Lender under
          Section 18.4.  Any such reduction of the amount of the
          Revolving Commitment, whether scheduled or voluntary, shall
          be permanent.

          3.1.2.    Limitation on Advances.  No Advance will be made 
          which would result in the Revolving Loan exceeding the
          Maximum Available Amount and no Advance will be 

                                2
<PAGE>
<PAGE>
          made on or after the Maturity Date.  Lender may, however, in
          its absolute discretion make such Advances, but shall not be
          deemed by doing so to have increased the Maximum Available
          Amount and shall not be obligated to make any such Advances
          thereafter.  At any time that there is an Existing Default,
          the Revolving Commitment may be canceled as provided in
          Section 17.2.  The "Maximum Available Amount" on any date
          shall be a Dollar amount equal to (i) the amount of the
          Revolving Commitment on such date, minus (ii) the Letter of
          Credit Exposure (except to the extent that such Advance will
          be used immediately to reimburse Lender for unreimbursed
          draws on a Letter of Credit). No Advance will be made which
          would result in the Revolving Loan exceeding $25,000,000
          unless and until Lender has, or contemporaneously with the
          Advance will have, a first priority Security Interest in the
          vessel Oceanic Odyssey and all of her machinery and
          equipment and a valid and effective assignment of all income
          and proceeds thereof, subject to no other Security Interests
          except those that will be fully discharged by appropriate
          contemporaneous application of the proceeds of such Advance
          in a manner satisfactory to Lender.  No Advance will be made
          which would cause the ratio of the Revolving Loan to the
          from time to time most recently appraised value of the
          Vessels in which Lender has a first priority Security
          Interest to exceed 2/3.

          3.1.3.    Note.  The obligation of Borrower to repay 
          Lender's Revolving Loan shall be evidenced by a promissory
          note payable to the order of Lender in a maximum principal
          amount equal to the amount of the Revolving Commitment and
          otherwise satisfactory to Lender.

     3.2. Letter of Credit Commitment.  Lender commits to issue 
     standby letters of credit and commercial letters of credit
     for the account of Borrower or any Subsidiary of Borrower
     from time to time from the Effective Date to the Maturity
     Date, but only in connection with transactions satisfactory
     to Lender and only if the Letter of Credit Exposure for all
     Letters of Credit will not as a result of such issuance
     exceed $1,000,000.  The expiration date of any Letter of
     Credit will be a Business Day that is not more than one year
     after its issuance date and is not later than the Maturity
     Date; provided, however, that the expiration date for a
     Letter of Credit may be later than the Maturity Date if
     Borrower provides cash collateral satisfactory to Lender as
     security for Borrower's obligation to reimburse Lender for
     all draws thereunder. Borrower unconditionally and
     irrevocably guaranties the reimbursement to Lender of, and
     will cause to be reimbursed to Lender, all amounts drawn on
     any Letter of Credit issued for the account of any
     Subsidiary of Borrower.

4.   Interest; Yield Protection.  

     4.1. Multiple Tranches Permitted.  The Revolving Loan may have 
     multiple Tranches bearing differing interest rates as provided
     herein, but no LIBOR Tranche may be less than $150,000.

     4.2. Alternative Rates and Interest Periods.  Each Tranche shall 
     bear interest at either the Alternate Base Rate or the LIBOR Based
     Rate as designated by Borrower as provided herein.  If Borrower
     designates a Tranche to be a LIBOR Tranche, Borrower shall also
     select an Interest Period for it.  The Interest Period shall be
     either one, two, three, or six months.  If a Tranche is a LIBOR
     Tranche, it shall bear interest at the LIBOR Based Rate throughout
     the applicable Interest Period designated by Borrower as provided
     herein.  The "Alternate Base Rate" for any Tranche shall be the
     Prime Rate (which will fluctuate as provided in Section 4.6).  The
     "LIBOR Based 

                                3
<PAGE>
<PAGE>


     Rate" for any Tranche shall be the Adjusted LIBO Rate plus the
     applicable LIBOR Increment determined as provided in Section 4.3.

     4.3. LIBOR Increments.  The applicable LIBOR Increment shall be
     determined initially as of the last day of the fiscal quarter of
     Borrower ended before the Effective Date, and thereafter as of the
     last day of each fiscal quarter of Borrower, in accordance with
     the following table and based upon the ratio of Borrower's Funded
     Debt to EBITDA as reflected in Borrower's Financial Statements for
     the twelve months then ended:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
     If the ratio of Borrower's Funded Debt to EBITDA is:  The LIBOR Increment shall be:
------------------------------------------------------------------------------------------
<S>                                                        <C>
     Equal to or greater than 2.00 but less than 3.00      2.00%
------------------------------------------------------------------------------------------
     Equal to or greater than 1.00 but less than 2.00      1.75%
------------------------------------------------------------------------------------------
     Less than 1.00                                        1.50%
------------------------------------------------------------------------------------------
</TABLE>

     Any change in the LIBOR Increment shall become applicable on the
     first day following the day when Borrower delivers to Lender its
     Financial Statements for its fiscal quarter just ended as required
     in Section 14.12.2.  If Borrower does not deliver any such
     quarterly Financial Statements to Lender within the period
     required by Section 14.12.2, the highest possible LIBOR Increment
     shall become applicable as of the last day of such period and
     shall remain applicable until Borrower delivers such Financial
     Statements to Lender.

     4.4. Conversion of Loan.  Borrower may (i) at any time convert an 
     Alternate Base Rate Tranche to a LIBOR Tranche, or (ii) at the end
     of any Interest Period of a LIBOR Tranche, continue such LIBOR
     Tranche as a LIBOR Tranche for an additional Interest Period or
     convert the Tranche to an Alternate Base Rate Tranche.  To cause
     any conversion or continuation, Borrower shall give Lender, prior
     to 11:00 a.m., St. Louis time, on the date when the conversion or
     continuation is to be effective, or in the case of conversion to
     or continuation of a LIBOR Tranche, two (2) Business Days prior to
     the date the conversion or continuation is to be effective (in
     either case, the "Conversion Date"), a written request (which may
     be mailed, personally delivered or telecopied as provided in
     Section 17.5) (a "Notice of Conversion/Continuation") (i)
     specifying whether a conversion or continuation is requested, (ii)
     in the case of a conversion, specifying whether the Tranche is to
     be a LIBOR Tranche or Alternate Base Rate Tranche upon the
     conversion, and (iv) in the case of conversion to or continuation
     of a LIBOR Tranche, specifying the Interest Period therefor.  If a
     Notice of Conversion/Continuation is not made by 11:00 a.m. St.
     Louis time on the second Business Day preceding the last day of
     the Interest Period if the Tranche is a LIBOR Tranche, then
     Borrower shall be deemed to have timely given a Notice of
     Conversion/Continuation to Lender requesting to convert the
     Tranche to an Alternate Base Rate Tranche.  If the Loan is a LIBOR
     Tranche, any conversion or continuation shall become effective
     only on the day following the last day of the current Interest
     Period.

     4.5. Time of Accrual.  Interest shall accrue on all principal 
     amounts outstanding from the date when first outstanding to the
     date when no longer outstanding.  Amounts shall be deemed
     outstanding until payments are applied thereto as provided herein.

     4.6. Computation.  Interest shall be computed for the actual days 
     elapsed over a year deemed to consist of 360 days.  Interest rates
     that are based on the Prime Rate shall change simultaneously with
     any change in the Prime Rate and such rates shall be effective for
     the entire day on which such Prime Rate change becomes effective.

                                4
<PAGE>
<PAGE>

     4.7. Rate After Maturity.  Borrower shall pay interest on the 
     Revolving Loan after its Maturity, and (at the option of Lender)
     on the Revolving Loan and on the other Loan Obligations after the
     occurrence of an Event of Default, at a rate per annum of 2% plus
     the Prime Rate.

5.   Fees.  

     5.1. Origination Fee.  Borrower shall pay to Lender an 
     "Origination Fee" on the Effective Date of $47,500.

     5.2. Commitment Fee.  Borrower shall pay to Lender a "Commitment 
     Fee" calculated by applying the daily equivalent of the Commitment
     Fee Rate to the Unused Revolving Commitment on each day during the
     period from the Effective Date to the Maturity Date.  The "Unused
     Revolving Commitment" on any day shall be the amount of the
     Revolving Commitment minus the sum of the Revolving Loan and the
     Letter of Credit Exposure.  The Commitment Fee shall be payable
     quarterly in arrears, commencing on the first day of the first
     calendar quarterly beginning after the Effective Date and
     continuing on the first day of each calendar quarter thereafter
     and on the Maturity Date.  The applicable "Commitment Fee Rate"
     shall be determined initially as of the last day of the fiscal
     quarter of Borrower ended before the Effective Date, and
     thereafter as of the last day of each fiscal quarter of Borrower,
     in accordance with the following table and based upon the ratio of
     Borrower's Funded Debt to EBITDA as reflected in Borrower's
     Financial Statements for the twelve months then ended:


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
     If the ratio of Borrower's Funded Debt to EBITDA is:     The Commitment Fee Rate shall be:
---------------------------------------------------------------------------------------------------
<S>                                                           <C>
     Equal to or greater than 2.00 but less than 3.00         0.15%
---------------------------------------------------------------------------------------------------
     Equal to or greater than 1.00 but less than 2.00         0.125%
---------------------------------------------------------------------------------------------------
     Less than 1.00                                           0.10%
---------------------------------------------------------------------------------------------------
</TABLE>

     Any change in the Commitment Fee Rate shall become applicable on
     the first day following the day when Borrower delivers to Lender
     its Financial Statements for its fiscal quarter just ended as
     required in Section 14.12.2.  If Borrower does not deliver any
     such quarterly Financial Statements to Lender within the period
     required by Section 14.12.2, the highest possible Commitment Fee
     Rate shall become applicable as of the last day of such period and
     shall remain applicable until Borrower delivers such Financial
     Statements to Lender.

     5.3. Letter of Credit Fees.  Borrower shall pay to Lender a one-
     time "Letter of Credit Fee" for each Letter of Credit issued by
     Lender.  The Letter of Credit Fee shall be an amount equal to 1.0%
     per annum of the original face amount of each Letter of Credit and
     is payable quarterly in arrears.  Borrower shall also pay Lender's
     other customary fees for amendment and renewal of a Letter of
     Credit, for negotiation of drafts drawn under Letters of Credit,
     and similar fees, all in accordance with Lender's normal practice
     at the time. 

6.   Scheduled Payments.  

     6.1. Maturity Date.  Borrower shall repay the Revolving Loan and 
     all unpaid accrued interest thereon on November 1, 2003.

     6.2. Interest Payments Before Maturity Date. While a Tranche is 
     an Alternate Base Rate Tranche, Borrower shall pay interest
     accrued thereon monthly in arrears, beginning on the first 

                                5
<PAGE>
<PAGE>

     Business Day of the first calendar month following the Effective
     Date, and continuing on the first day of each calendar month
     thereafter until the Maturity Date.  While a Tranche is a LIBOR
     Tranche, Borrower shall, until the Maturity Date, pay interest
     accrued thereon on the last day of the Interest Period therefor,
     provided however, that if a LIBOR Tranche has a 180 day Interest
     Period, Borrower shall pay accrued interest on such LIBOR Tranche
     on the last day of each fiscal quarter in addition to the last day
     of the Interest Period..

7.   Prepayments.  

     7.1. Voluntary Prepayments.  Subject to the requirements of 
     Section 7.2, Borrower shall not be entitled to make prepayments on
     a Tranche if it is a LIBOR Tranche.  If a Tranche is an Alternate
     Base Rate Tranche, Borrower may wholly prepay it at any time and
     may make partial prepayments thereon from time to time, without
     penalty or premium, but only if (i) Borrower gives Lender written
     notice (which may be mailed, personally delivered or telecopied as
     provided in Section 22.1) of Borrower's intention to make such
     prepayment at least one Business Day prior to tendering the
     prepayment, (ii) the total amount of the prepayment is a whole
     multiple of $150,000, and (iii) Borrower pays any accrued interest
     on the amount prepaid at the time of such prepayment.

     7.2. Mandatory Prepayments.  If at any time the Revolving Loan 
     exceeds the Maximum Available Amount, whether as a result of
     optional Advances by Lender as contemplated in Section 3.1.2, a
     scheduled or voluntary reduction in the amount of the Revolving
     Commitment or otherwise, Borrower shall on demand by Lender make a
     prepayment in the amount of the excess and pay any amount that may
     be due to Lender under Section 18.4.  Each such prepayment will be
     applied by Lender first to reduce pro rata all the Tranches of the
     Revolving Loan that are Alternate Base Rate Tranches, and then to
     reduce (in the order of the maturities of their respective
     Interest Periods) the Tranches of the Revolving Loan that are
     LIBOR Tranches.

8.   Manner of Payments and Timing of Application of Payments.  
     
     8.1. Payment Requirement.  Unless expressly provided to the 
     contrary elsewhere herein, Borrower shall make each payment on the
     Loan Obligations to Lender as required under the Loan Documents at
     the Lending Office.  All such payments shall be made in Dollars on
     the date when due, without deduction, set-off or counterclaim.

     8.2. Application of Payments and Proceeds.  All payments received 
     by Lender in immediately available funds at or before 12:00 noon,
     St. Louis time, on a Business Day will be applied to the relevant
     Loan Obligation on the same day.  Such payments received on a day
     that is not a Business Day or after 12:00 noon on a Business Day
     will be applied to the relevant Loan Obligation on the next
     Business Day.  Except as expressly provided otherwise herein,
     Lender may apply, and reverse and reapply, payments and proceeds
     of the Collateral to the Loan Obligations in such order and manner
     as Lender determines in its absolute discretion.  Borrower hereby
     irrevocably waives the right to direct the application of payments
     and proceeds of the Collateral.

     8.3. Returned Instruments.  If a payment is made by check, draft 
     or other instrument and the check, draft or other instrument is
     returned unpaid, the application of the payment to the Loan
     Obligations will be reversed and will be treated as never having
     been made.

                                6
<PAGE>
<PAGE>

     8.4. Compelled Return of Payments or Proceeds.  If Lender is for 
     any reason compelled to surrender any payment or any proceeds of
     the Collateral because such payment or the application of such
     proceeds is for any reason invalidated, declared fraudulent, set
     aside, or determined to be void or voidable as a preference, an
     impermissible setoff, or a diversion of trust funds, then this
     Agreement and the Loan Obligations to which such payment or
     proceeds was applied or intended to be applied shall be revived as
     if such application was never made; and Borrower shall be liable
     to pay to Lender, and shall indemnify Lender for and hold Lender
     harmless from any loss with respect to, the amount of such payment
     or proceeds surrendered.  This Section shall be effective
     notwithstanding any contrary action Lender may take in reliance
     upon its receipt of any such payment or proceeds.  Any such
     contrary action so taken by Lender shall be without prejudice to
     Lender's rights under this Agreement and shall be deemed to have
     been conditioned upon the application of such payment or proceeds
     having become final and irrevocable.  The provisions of this
     Section shall survive termination of the Commitment and the
     payment and satisfaction of all of the Loan Obligations.

     8.5. Due Dates Not on Business Days.  If any payment required 
     hereunder becomes due on a date that is not a Business Day, then
     such due date shall be deemed automatically extended to the next
     Business Day; provided, however, that if the next Business Day
     would be in the next calendar month, such payment shall instead be
     due on the immediately preceding Business Day.

     8.6. Advances on Borrower's Request.  Borrower may request an 
     Advance by submitting a request therefor to Lender as provided
     herein.  Every request for an Advance shall specify a date when
     the Advance is requested to be made and shall be irrevocable.  A
     request for an Advance received by Lender on a day that is not a
     Business Day or that is received by Lender after 11:00 a.m. (St.
     Louis time) on a Business Day shall be treated as having been
     received by Lender at 11:00 a.m. (St. Louis time) on the next
     Business Day.  Provided that all conditions precedent herein to a
     requested Advance have been satisfied, Lender will make the amount
     of such requested Advance available to Borrower on the applicable
     Advance Date in immediately available funds in Dollars at the
     Lending Office.  Such funds will be deposited in a demand deposit
     account of Borrower's at the Lending Office.

     8.7. Lender's Right to Make Other Advances.  

          8.7.1.    Payment of Loan Obligations.  Lender shall have 
          the right to make Advances at any time and from time to time
          to cause timely payment of any of the Loan Obligations. 
          Lender will give notice to Borrower after any such Advance
          is made.  Any such Advance will be an Alternate Base Rate
          Tranche.

          8.7.2.    Payments to Other Creditors.  If Lender is 
          obligated to reimburse or pay to any creditor of Borrower
          any amount in order to (i) obtain a release of such
          creditor's Security Interest in any of the Collateral, or
          (ii) otherwise satisfy Borrower's obligations to such
          creditor to the extent not irrevocably satisfied by the
          initial Advance, then Lender may make Advances for that
          purpose.  Any such Advance will be an Alternate Base Rate
          Tranche.

     8.8. Letters of Credit.  Borrower may request the issuance of a 
     Letter of Credit by submitting an issuance request to Lender and
     executing the reimbursement agreement required under Section 11.1
     no less than five Business Days prior to the requested issue date
     for such Letter of Credit.

                                7
<PAGE>
<PAGE>

     8.9. Amount, Number, and Purpose Restrictions on Advances.  No 
     Advance will be made unless it is a whole multiple of $150,000 and
     not less than $150,000.  On any one day, no more than one Advance
     will be made.  Advances will only be made for the purposes
     permitted in Section 14.1.

     8.10. Each Request for a Advance a Certification.  Each submittal 
     by Borrower of a request for a Advance shall constitute a
     certification by Borrower that (i) there is no Existing Default,
     (ii) all representations and warranties of Borrower in this
     Agreement are then true, with such exceptions as have been
     disclosed to Lender in writing by Borrower, and will be true on
     the Advance Date, as if then made, with such exceptions as have
     been disclosed to Lender in writing by Borrower, except that with
     respect to the representations and warranties made regarding
     Financial Statements or financial data, such representations and
     warranties shall be deemed made with respect to the most recent
     Financial Statements and other financial data delivered by
     Borrower to Lender, and (iii) all conditions herein and in the
     other Loan Documents to the making of the requested Advance have
     been satisfied.

     8.11. Requirements for Every Request for an Advance.  A request to 
     Lender for an Advance may be oral (in person or by telephone) or
     in writing (mailed, personally delivered or telecopied as provided
     in Section 22.1), shall be from a Borrowing Officer, and shall
     specify the amount of the Advance to be made, the Advance Date,
     which portion of the Advance is to be an Alternate Base Rate
     Tranche and, if any, each portion of the Advance that is to be a
     separate LIBOR Tranche and the Interest Period therefor.  If a
     request for an Advance does not fully meet the foregoing
     requirements, Lender may reject it and not treat it as a request
     for a Advance.

     8.12. Requirements for Every Request for Issuance of a Letter of 
     Credit.  Only a written request (which may be mailed, personally
     delivered or telecopied as provided in Section 22.1) from a
     Borrowing Officer to Lender, or an electronic initiation over an
     online service provided by Lender, that specifies the amount,
     requested issue date (which shall be a Business Day) and
     beneficiary of the requested Letter of Credit and other
     information necessary for its issuance shall be treated as an
     issuance request for purposes hereof.

     8.13. Exoneration of Lender.  Lender shall not incur any liability 
     to Borrower for treating a request that meets the express
     requirements of Section 8.11 or Section 8.12 as a request for an
     Advance or a request for issuance of a Letter of Credit Request,
     as applicable, if Lender believes in good faith that the Person
     making the request is a Borrowing Officer.  Lender shall not incur
     any liability to Borrower for failing to treat any such request as
     a request for and Advance or a request for issuance of a Letter of
     Credit, as applicable, if Lender believes in good faith that the
     Person making the request is not a Borrowing Officer.

9.   Security and Guaranties.  As security for payment and performance 
of the Loan Obligations (including all Interest Hedge Obligations, if
any ever exist), Borrower shall execute and deliver to Lender, or cause
to be executed and delivered to Lender by the appropriate Person, the
following documents, each satisfactory to Lender:

     9.1. Ship Mortgages.  Ship mortgages, or amendments of existing 
     ship mortgages, satisfactory to Lender, each in the full amount of
     the initial Revolving Commitment and (i) granting to Lender a
     Security Interest in each of the vessels Nantucket Clipper,
     Yorktown Clipper, and Clipper Adventurer, and (ii) assigning to
     Lender all incometherefrom and proceeds thereof, which Security
     Interests shall be subject only to Permitted Security Interests
     that affect the foregoing.

                                8
<PAGE>
<PAGE>

     9.2. Security Agreements.  Security agreements, or amendments of 
     existing security agreements, satisfactory to Lender and granting
     to Lender a Security Interest under the UCC in all stock held by
     Borrower of the Subsidiaries of Borrower and all of the Goods,
     Equipment, Accounts, Inventory, Instruments, Documents, Chattel
     Paper, General Intangibles and other personal property and
     Fixtures of Borrower and all of its Subsidiaries, whether now
     owned or hereafter acquired, and all proceeds thereof, subject
     only to Permitted Security Interests that affect the foregoing.

     9.3. Collateral Assignments.  Collateral assignments, or 
     amendments of existing collateral assignments, satisfactory to
     Lender and assigning to Lender (i) all of Borrower's rights under
     its lease of 7711 Bonhomme, Clayton, Missouri, and (ii) the
     trademarks, service marks and/or tradenames "INTRAV", "Adventure
     Holidays", "Clipper Cruise Line", "Nantucket Clipper", "Yorktown
     Clipper", "In the Spirit of Adventure", "Oceanic Odyssey" and
     "Clipper Adventurer", each subject to no other Security Interests
     except Permitted Security Interests that affect the foregoing.

     9.4. Guaranties.  Guaranties, or ratifications of existing 
     guaranties, satisfactory to Lender, by all of the domestic
     Subsidiaries of Borrower under which they guaranty the timely and
     full payment and performance of all of the Loan Obligations

As further security for payment and performance of the Loan Obligations,
Borrower hereby assigns to Lender and grants to Lender a Security
Interest in all of the rights of Borrower under the Acquisition
Agreement; provided, however, that if there is no Existing Default,
Borrower shall have the right to enforce such rights and collect any
proceeds therefrom.  The foregoing assignment and grant of a Security
Interest shall automatically become void when all of the Loan
Obligations have been fully and irrevocably paid and performed, all
outstanding Letters of Credit have expired, and the Commitments have
terminated.

If the proceeds of any Advance will be used to pay some or all of the
purchase price for the vessel Oceanic Odyssey by Borrower or any
Subsidiary of Borrower, or any other sum due in connection therewith,
Borrower or such Subsidiary shall (contemporaneously with the
acquisition thereof) execute and deliver to Lender a ship mortgage
satisfactory to Lender in the full amount of the initial Revolving
Commitment and (i) granting to Lender a Security Interest in the vessel
Oceanic Odyssey and (ii) assigning to Lender all income therefrom and
proceeds thereof, which Security Interests shall be subject only to
Permitted Security Interests that affect the foregoing.

Lender may, either before or after an Event of Default, exchange, waive
or release the Security Interests in any of the Collateral, or in
Lender's absolute discretion permit Borrower to substitute any real or
personal property for any of the Collateral, without affecting the Loan
Obligations or Lender's right to take any other action with respect to
any other Collateral.

10.  Conditions.  

     10.1. Conditions to Initial Advance.  Lender will have no 
     obligation to fund any Advance that would result in the Revolving
     Loan being greater than it was on the Effective Date unless:

          10.1.1.   Listed Documents and Other Items.  Lender shall 
          have received on or before the Effective Date all of the
          documents and other items listed or described in Exhibit
          10.1.1, with each being satisfactory to Lender and (as
          applicable) duly executed and (also as applicable) sealed,
          attested, acknowledged, certified, or authenticated.

                                9
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          10.1.2.   Representations and Warranties.  The 
          representations and warranties contained in the Loan
          Documents shall be true and correct in all material respects
          as of the time of such Advance and with the same force and
          effect as if made at such time.

          10.1.3.   No Default.  There shall be no Existing Default 
          and no Default or Event of Default will occur as a result of
          the making of the Advance or Borrower's use of the proceeds
          thereof.

          10.1.4.   Perfection of Security Interests.       Every 
          Security Interest and assignment required to be granted or
          made by Borrower as of the Effective Date under Section 9
          shall have been perfected and shall be, except as to
          applicable Permitted Security Interests or as otherwise
          satisfactory to Lender, a first priority Security Interest.

          10.1.5.   Payment of Fees.  Borrower shall have paid and 
          reimbursed to Lender all fees, costs and expenses that are
          payable or reimbursable to Lender hereunder on or before the
          date of the Advance.

          10.1.6.   Material Proceedings.    There are no pending 
          Material Proceedings involving Borrower.

          10.1.7.   No Material Adverse Change.   There shall not 
          have been any change since the date of the Initial Financial
          Statements which has had or is reasonably likely to have a
          Material Adverse Effect on Borrower.

          10.1.8.   Other Items.  Lender shall have received such 
          other consents, approvals, opinions, certificates or
          documents as it reasonably deems necessary.

     10.2. Conditions to Subsequent Advances.  Lender will have no 
     obligation to fund any Advance after the initial Advance unless:

          10.2.1.   Conditions to Initial Advances.  All of the 
          conditions in Section 10.1 have been and remain satisfied.

          10.2.2.   Representations and Warranties.  The 
          representations and warranties contained in the Loan
          Documents shall be true and correct in all material respects
          as of the time of such Advance and with the same force and
          effect as if made at such time, with such exceptions as have
          been disclosed to Lender in writing by Borrower as addenda
          to the Disclosure Schedule and are satisfactory to Lender,
          and except that with respect to the representations and
          warranties made regarding financial data in Section 12.13,
          such representations and warranties shall be deemed made
          with respect to the most recent Financial Statements and
          other financial data delivered by Borrower to Lender.

          10.2.3.   No Default.  There shall be no Existing Default 
          and no Default or Event of Default will occur as a result of
          the making of the Advance or Borrower's use of the proceeds
          thereof.

          10.2.4.   No Material Adverse Change.  Since the date of 
          the most recent prior Advance or issuance of a Letter of
          Credit there shall not have been any change which has had or
          is reasonably likely to have a Material Adverse Effect on
          Borrower.

                                10
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11.  Conditions to Issuance of Letters of Credit.  No Letter of Credit
will be issued unless as of the time of such issuance:

     11.1.  Reimbursement Agreement.  Borrower shall have executed and 
     delivered to Lender a reimbursement agreement satisfactory to
     Lender under which Borrower undertakes to reimburse to Lender on
     demand the amount of each draw on such Letter of Credit, together
     with interest from the date of the draw at the highest rate that
     is then accruing on any Tranche of the Revolving Loan.

     11.2.  No Prohibitions.  No order, judgment or decree of any 
     Governmental Authority shall exist which purports by its terms to
     enjoin or restrain Lender from issuing such Letter of Credit, and
     no Law or request or directive (whether or not having the force of
     law) from any Governmental Authority with jurisdiction over Lender
     shall exist which prohibits, or requests that Lender refrain from,
     the issuance of letters of credit generally or such Letter of
     Credit in particular, or imposes upon Lender with respect to such
     Letter of Credit any restriction or reserve or capital requirement
     (for which Lender is not otherwise compensable by Borrower
     hereunder).

     11.3.  Conditions to Initial Advances.  All of the conditions in 
     Section 10.1 have been and remain satisfied.

     11.4.  Representations and Warranties.  The representations and 
     warranties contained in the Loan Documents shall be true and
     correct in all material respects as of the time of the issuance of
     such Letter of Credit and with the same force and effect as if
     made at such time, with such exceptions as have been disclosed to
     Lender in writing by Borrower as addenda to the Disclosure
     Schedule and are satisfactory to Lender, and except that with
     respect to the representations and warranties made regarding
     financial data in Section 12.13, such representations and
     warranties shall be deemed made with respect to the most recent
     Financial Statements and other financial data delivered by
     Borrower to Lender.

     11.5.  No Default.  There shall be no Existing Default and no 
     Default or Event of Default will occur as a result of the issuance
     of the Letter of Credit or Borrower's use thereof.

     11.6.  No Material Adverse Change.  Since the date of the most 
     recent prior Advance or issuance of a Letter of Credit there shall
     not have been any change which has had or is reasonably likely to
     have a Material Adverse Effect on Borrower.

     11.7.  Cash Collateral.  If the requested expiration date of the 
     Letter of Credit will be later than the Maturity Date, Borrower
     will have provided cash collateral to Lender as provided in
     Section 3.2.

12.  Representations and Warranties.  Except as otherwise described in
the disclosure schedule that is attached hereto as Exhibit 12 (the
"Disclosure Schedule"), Borrower represents and warrants to Lender as
follows:

     12.1.  Organization and Existence.  Each Covered Person is duly 
     organized and existing in good standing under the laws of the
     state of its organization, is duly qualified to do business and is
     in good standing in every state where the nature or extent of its
     business or properties require it to be qualified to do business,
     except where the failure to so qualify will not have a Material
     Adverse Effect on such Covered Person.  Each Covered Person has
     the power and authority to own its properties and carry on its
     business as now being conducted.

                                11
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     12.2.  Authorization.  Each Covered Person is duly authorized to 
     execute and perform every Loan Document to which such Covered
     Person is a party, and Borrower is duly authorized to borrow
     hereunder, and this Agreement and the other Loan Documents have
     been duly authorized by all requisite corporate action of each
     Covered Person.  No consent, approval or authorization of, or
     declaration or filing with, any Governmental Authority, and no
     consent of any other Person, is required in connection with
     Borrower's execution, delivery or performance of this Agreement
     and the other Loan Documents, except for those already duly
     obtained.

     12.3.  Due Execution.  Every Loan Document to which a Covered 
     Person is a party has been executed on behalf of such Covered
     Person by a legally competent Person duly authorized to do so.

     12.4.  Enforceability of Obligations.  Each of the Loan Documents 
     to which a Covered Person is a party constitutes the legal, valid
     and binding obligation of such Covered Person, enforceable against
     such Covered Person in accordance with its terms, except to the
     extent that the enforceability thereof against such Covered Person
     may be limited by bankruptcy, insolvency, reorganization,
     moratorium or similar laws affecting creditors' rights generally
     or by equitable principles of general application.

     12.5.  Burdensome Obligations.  No Covered Person is a party to or 
     bound by any Contract or is subject to any provision in the
     Charter Documents of such Covered Person which would, if performed
     by such Covered Person, result in a Default or Event of Default
     either immediately or upon the elapsing of time.

     12.6.  Legal Restraints.  The execution of any Loan Document by a 
     Covered Person will not violate or constitute a default under the
     Charter Documents of such Covered Person, any Material Agreement
     of such Covered Person, or any Material Law, and will not, except
     as expressly contemplated or permitted in this Agreement, result
     in any Security Interest being imposed on any of such Covered
     Person's property.  The performance by any Covered Person of its
     obligations under any Loan Document to which it is a party will
     not violate or constitute a default under the Charter Documents of
     such Covered Person, any Material Agreement of such Covered
     Person, or any Material Law, and will not, except as expressly
     contemplated or permitted in this Agreement, result in any
     Security Interest being imposed on any of such Covered Person's
     property.

     12.7.  Labor Contracts and Disputes.  There is no collective 
     bargaining agreement or other labor contract covering employees of
     a Covered Person.  No union or other labor organization is seeking
     to organize, or to be recognized as, a collective bargaining unit
     of employees of a Covered Person.  There is no pending or, to
     Borrower's knowledge, threatened, strike, work stoppage, material
     unfair labor practice claim or other material labor dispute
     against or affecting any Covered Person or its employees.

     12.8.  No Material Proceedings.  There are no Material Proceedings 
     pending or, to the best knowledge of Borrower, threatened.

     12.9.  Material Licenses.  All Material Licenses have been obtained 
     or exist for each Covered Person.

     12.10. Compliance with Material Laws.  Each Covered Person is in 
     compliance with all Material Laws.  Without limiting the
     generality of the foregoing:

                                12
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            12.10.1.     General Compliance with Environmental Laws.  The 
            operations of every Covered Person comply in all material
            respects with all applicable Environmental Laws.

            12.10.2.     General Compliance with Employment Laws.  The 
            employee compensation practices of every Covered Person
            comply in all material respects with all applicable
            Employment Laws.

            12.10.3.     Proceedings.  None of the operations of any 
            Covered Person are the subject of any judicial or
            administrative complaint, order or proceeding alleging
            the violation of any applicable Environmental Laws or
            Employment Laws.

            12.10.4.     Investigations Regarding Hazardous Materials. 
            None of the operations of any Covered Person are the
            subject of investigation by any Governmental Authority
            regarding the improper transportation, storage, disposal,
            generation or release into the environment of any
            Hazardous Material, the results of which are reasonably
            likely to have a Material Adverse Effect on such Covered
            Person, or reduce materially the value of the Collateral.

            12.10.5.     Notices and Reports Regarding Hazardous
            Materials. No notice or report under any Environmental
            Law indicating a past or present spill or release into
            the environment of any Hazardous Material has been filed
            within the immediately preceding four fiscal years of
            such Covered Person, or is required to be filed by any
            Covered Person. 

            12.10.6.     Environmental Notices and Permits.  Borrower has 
            provided all notices and obtained all necessary
            environmental permits and consents, if any, required in
            order to perfect Lender's Security Interests in the
            Collateral and to operate Borrower's business as
            presently or proposed to be operated.

     12.11. Other Names.  No Covered Person has used any 
            name other than the full name which identifies such
            Covered Person in this Agreement.  The only trade name or
            style under which a Covered Person sells Inventory or
            creates Accounts, or to which instruments in payment of
            Accounts are made payable, is the name which identifies
            such Covered Person in this Agreement.

     12.12. Solvency.    Each Covered Person is Solvent.
            
     12.13. Initial Financial Statements.  The Financial Statements 
     of Borrower as of September 30, 1996, as delivered to Lender by
     Borrower are complete and correct in all material respects, have
     been prepared in accordance with GAAP, and fairly reflect the
     financial condition, results of operations and cash flows of
     Borrower as of the date and for the periods stated therein.

     12.14. No Change in Condition.  Since the date of the Initial 
     Financial Statements delivered to Lender, there has been no change
     which is reasonably likely to have a Material Adverse Effect on
     any Covered Person.

     12.15. No Defaults.  No Covered Person has breached or violated 
     or has defaulted under any Material Agreement, or has defaulted
     with respect to any Material Obligation of such Covered Person. 
     There is no Existing Default.

     12.16. Tax Liabilities; Governmental Charges.  Each Covered 
     Person has filed or caused to be filed all tax reports and returns
     required to be filed by it with any Governmental Authority, 

                                13
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     except where extensions have been properly obtained or where
     failure to file is not reasonably likely to have a Material
     Adverse Effect on such Covered Person.  Each Covered Person has
     paid or made adequate provision for payment of all Taxes of such
     Covered Person, except Taxes which are being diligently contested
     in good faith by appropriate proceedings and as to which such
     Covered Person has established adequate reserves in conformity
     with GAAP.  No Security Interests for any such Taxes has been
     filed and no claims are being asserted with respect to any such
     Taxes which, if adversely determined, would have a Material
     Adverse Effect on such Covered Person.  The period during which
     any assessments may be made by the IRS with respect to any federal
     income tax return of any Covered Person filed more than three
     years before the Execution Date has expired without waiver or
     extension.  There are no material unresolved issues concerning any
     liability of a Covered Person for any Taxes which, if adversely
     determined, would have a Material Adverse Effect on any Covered
     Person.

     12.17. Pension Benefit Plans.  All Pension Benefit Plans 
     maintained by each Covered Person or an ERISA Affiliate of such
     Covered Person, if any, qualify under Section 401 of the Code and
     are in compliance with the provisions of ERISA except with respect
     to events or occurrences which do not have and are not reasonably
     likely to have a Material Adverse Effect on such Covered Person.

            12.17.1.     Prohibited Transactions.  None of such Pension 
            Benefit Plans has participated in, engaged in or been a
            party to any non-exempt prohibited transaction as defined
            in ERISA or the Code, and no officer, director or
            employee of a Covered Person or of an ERISA Affiliate of
            such Covered Person has committed a breach of any of the
            responsibilities or obligations imposed upon fiduciaries
            by Title I of ERISA.

            12.17.2.     Claims.  Other than normal claims for benefits, 
            there are no claims, pending or threatened, involving any
            such Pension Benefit Plan by a current or former employee
            (or beneficiary thereof) of such Covered Person or ERISA
            Affiliate of such Covered Person, nor is there any
            reasonable basis to anticipate any claims involving any
            such Pension Benefit Plan which would likely be
            successfully maintained against such Covered Person or
            ERISA Affiliate of such Covered Person.

            12.17.3.     Reporting and Disclosure Requirements.  There 
            are no violations of any reporting or disclosure
            requirements with respect to any such Pension Benefit
            Plan and none of such Pension Benefit Plans has violated
            any applicable Law, including ERISA and the Code.

            12.17.4.     Accumulated Funding Deficiency.  No such Pension 
            Benefit Plan which is a defined benefit plan or money
            purchase plan has (i) incurred an  accumulated funding
            deficiency (within the meaning of Section 412(a) of the
            Code), whether or not waived; (ii) been a Pension Benefit
            Plan with respect to which a Reportable Event (to the
            extent that the reporting of such events to the PBGC
            within thirty days of the occurrence has not been waived)
            has occurred and is continuing; or (iii) been a Pension
            Benefit Plan with respect to which there exist conditions
            or events which have occurred that present a significant
            risk of termination of such Pension Benefit Plan by the
            PBGC.

            12.17.5.     Multi-employer Plan.  All Multi-employer Plans 
            to which any Covered Person contributes or is obligated
            to contribute are listed in item 12.17.5 of the
            Disclosure Schedule.  No Covered Person or ERISA
            Affiliate of such Covered Person has received notice that
            any such Multi-employer Plan is in reorganization or has
            been 

                                14
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            terminated within the meaning of Title IV of ERISA, and
            no such Multi-employer Plan is reasonably expected to be
            in reorganization or to be terminated within the meaning
            of Title IV of ERISA.

     12.18. Welfare Benefit Plans.  No Covered Person or ERISA 
     Affiliate of a Covered Person maintains or participates in a
     Welfare Benefit Plan that has a liability which, if enforced or
     collected, would have a Material Adverse Effect on such Covered
     Person.  Each Covered Person and ERISA Affiliate of such Covered
     Person has complied in all material respects with the applicable
     requirements of Section 4980B of the Code pertaining to
     continuation coverage as mandated by COBRA.

     12.19. Retiree Benefits.  No Covered Person or ERISA Affiliate 
     of such Covered Person has an obligation to provide any Person
     with any medical, life insurance, or similar benefit following
     such Person's retirement or termination of employment (or to such
     Person's beneficiary subsequent to such Person's death) other than
     (i) such benefits provided to Persons at such Person's sole
     expense and (ii) obligations under COBRA.

     12.20. Real Property.  Borrower does not own any real property.  
     Item 12.20 of the Disclosure Schedule contains a correct and
     complete list of all leases and subleases of real property by
     Borrower, with Borrower identified for each as the lessee,
     sublessee, lessor, or sublessor, as is the case, together with the
     street addresses and a general description of the real property
     involved and the names of the other parties to such leases and
     subleases.  Each of such leases and subleases is valid and
     enforceable in accordance with its terms and is in full force and
     effect, and no default by any party to any such lease or sublease
     exists.

     12.21. State of Collateral and other Property.  Each Covered 
     Person has good and marketable or merchantable title to all real
     and personal property purported to be owned by it or reflected in
     the Initial Financial Statements, except for personal property
     sold in the ordinary course of business after the date of the
     Initial Financial Statements.  There are no Security Interests on
     any of the property purported to be owned by any Covered Person,
     including the Collateral, except Permitted Security Interests. 
     Without limiting the generality of the foregoing:

            12.21.1.     Accounts.  With respect to each Account 
            scheduled, listed or referred to in reports submitted by
            Borrower to Lender pursuant to the Loan Documents, except
            as disclosed therein: (i) the Account arose from a bona
            fide transaction completed in accordance with the terms
            of any documents pertaining to such transaction; (ii) the
            Account is not evidenced by a judgment and there is no
            material dispute respecting it; (iii) the amount of the
            Account as shown on Borrower's books and records and all
            invoices and statements which may be delivered to Lender
            with respect thereto are actually and absolutely owing to
            Borrower and are not in any way contingent; (iv) there
            are no set-offs, counterclaims or disputes known to
            Borrower or asserted against Borrower with respect to the
            Account and Borrower has not made any agreement with any
            Account Debtor for any deduction therefrom except a
            discount or allowance allowed by Borrower in the ordinary
            course of its business for prompt payment; (v) there are
            no facts, events or occurrences which in any way impair
            the validity or enforcement of the Account or tend to
            reduce the amount payable thereunder as shown on
            Borrower's books and records and all invoices and
            statements delivered to Lender with respect thereto; (vi)
            the Account is assignable; (vii) the Account arose in the
            ordinary course of Borrower's business; (viii) the
            Account Debtor with respect to the Account has the
            capacity to contract; (ix) the services furnished and/or
            goods sold giving rise to the Account are not 

                                15
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            subject to any Security Interest except the first
            priority, perfected Security Interest granted to Lender
            and except the Permitted Security Interests; and (x)
            there are no proceedings or actions which are threatened
            or pending against the Account Debtor with respect to the
            Account.

            12.21.2.     Equipment.  With respect to the Borrower's 
            equipment: (i) Borrower has good and marketable title
            thereto; (ii) none of such equipment is subject to any
            Security Interests except for the first priority Security
            Interest granted to Lender pursuant hereto and except for
            Permitted Security Interests; and (iii) all such
            equipment material to the conduct of Borrower's business
            is in good operating condition and repair and is suitable
            for the uses to which customarily put in the conduct of
            Borrower's business.

            12.21.3.     Intellectual Property.  (i) Item 12.21.3 of the 
            Disclosure Schedule contains a complete and correct list
            of all of Borrower's Intellectual Property, (ii) Borrower
            owns all right, title and interest in, under and to such
            Intellectual Property, subject to no licenses or any
            interest therein or other agreements relating thereto,
            except for the applicable Collateral Assignment; (iii) no
            Intellectual Property or grant of license by or to
            Borrower is subject to any pending or, to Borrower's
            knowledge, threatened challenge; (iv) to Borrower's
            knowledge, Borrower has not committed any patent,
            trademark, trade name, service mark or copyright
            infringement, and the present conduct  of Borrower's
            business does not infringe any patents, trademarks, trade
            name rights, service marks, copyrights, publication
            rights, trade secrets or other proprietary rights of any
            Person; and (v) there are no claims or demands of any
            Person pertaining to, or any proceedings which are
            pending or, to Borrower's knowledge, threatened, which
            challenge Borrower's rights in respect of any proprietary
            or confidential information or trade secrets used in the
            conduct of Borrower's business.

            12.21.4.     Documents, Instruments and Chattel Paper.  All 
            documents, instruments and chattel paper describing,
            evidencing or constituting Collateral, and all signatures
            and endorsements thereon, are complete, valid, and
            genuine, and all goods evidenced by such documents,
            instruments and chattel paper are owned by Borrower free
            and clear of all Security Interests other than Permitted
            Security Interests.

     12.22. Chief Place of Business; Locations of Collateral.  As of 
     the Execution Date,

            12.22.1.       the only chief executive office and the 
            principal places of business of Borrower are located at
            the places listed and so identified in item 12.22.1 of
            the Disclosure Schedule;

            12.22.2.       the books and records of Borrower, and all of 
            the Borrower's chattel paper and all records of Accounts,
            are located only at the places listed and so identified
            in item 12.22.2 of the Disclosure Schedule; and

            12.22.3.       all of the tangible Collateral (except the 
            Vessels) is located only at the places listed and so
            identified in item 12.22.3 of the Disclosure Schedule.

     12.23. Negative Pledges.  No Covered Person is a party to or 
     bound by any Contract which prohibits the creation or existence of
     any Security Interest upon or assignment or conveyance of any of
     the Collateral.

                                16
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     12.24. Security Documents.  

            12.24.1.     Ship Mortgages.  The Ship Mortgages are 
            effective to grant to Lender a legal, valid and
            enforceable ship mortgage lien on the Vessels.  Upon
            proper filing and payment of applicable filing fees and
            taxes, if any, Lender will have  a fully perfected first
            priority ship mortgage lien on the Vessels subject only
            to Permitted Security Interests that exist on the
            Execution Date and affect the Vessels.
     
            12.24.2.     Security Agreements.  Each Security Agreement is 
            effective to grant to Lender an enforceable Security
            Interest in all rights, title and interest of Borrower in
            the Personal Property Collateral described therein.  Upon
            appropriate filing (as to all Personal Property
            Collateral in which a Security Interest may be perfected
            under the applicable state's UCC by filing a financing
            statement) or Lender's taking possession (as to items of
            the Personal Property Collateral of which a secured party
            must take possession in order to perfect a Security
            Interest under the applicable state's UCC), Lender will
            have  a fully perfected first priority Security Interest
            in the Personal Property Collateral described in each
            Security Agreement, subject only to Permitted Security
            Interests that exist on the Execution Date and affect
            such Personal Property Collateral.

            12.24.3.     Collateral Assignments.  Each Collateral 
            Assignment is effective to assign to Lender all of
            Borrower's rights, title and interest in and to the
            tangible and intangible property described therein,
            subject only to Permitted Security Interests that exist
            on the Execution Date and affect such property.

     12.25. Subsidiaries and Affiliates.  Borrower has no Affiliates 
     who are not individuals and has no Subsidiaries other than those
     listed in item 12.25 of the Disclosure Schedule.

     12.26. Margin Stock.  Borrower is not engaged and will not 
     engage, principally or as one of its important activities, in the
     business of extending credit for the purpose of purchasing or
     carrying margin stock (within the meaning of Regulation U), and
     none of the proceeds of any Advance will be used to purchase or
     carry any such margin stock or to extend credit to others for the
     purpose of purchasing or carrying any such margin stock or for any
     purpose which violates, or which would be inconsistent with, the
     provisions of Regulation U or Regulation G.  None of the
     transactions contemplated by any Acquisition Documents will
     violate Regulations G, T, U or X of the FRB.

     12.27. Securities Matters.  No proceeds of any Advance will be 
     used to acquire any security in any transaction which is subject
     to Sections 13 and 14 of the Securities Exchange Act of 1934, as
     amended.

     12.28. Investment Company Act, Etc.  Borrower is not an 
     investment company registered or required to be registered under
     the Investment Company Act of 1940, as amended, or a company
     controlled (within the meaning of such Investment Company Act) by
     such an investment company or an affiliated person of, or promoter
     or principal underwriter for, an investment company, as such terms
     are defined in the Investment Company Act of 1940, as amended. 
     Borrower is not subject to regulation under the Public Utility
     Holding Company Act of 1935, the Federal Power Act, the Interstate
     Commerce Act or any other Law limiting or regulating its ability
     to incur Indebtedness for money borrowed.

     12.29. No Material Misstatements or Omissions.  Neither the Loan 
     Documents, nor any of the Financial Statements nor any statement,
     list, certificate or other information furnished or to 

                                17
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     be furnished by Borrower to Lender in connection with the Loan
     Documents or any of the transactions contemplated thereby contains
     or any untrue statement of a material fact, or omits to state a
     material fact necessary to make the statements therein not
     misleading.  Borrower has disclosed to Lender everything regarding
     the business, operations, property, financial condition, or
     business prospects of itself and every Covered Person that would
     be reasonably expected to have a Material Adverse Effect on any
     Covered Person.

     12.30. Filings.  All registration statements, reports, proxy 
     statements and other documents, if any, required to be filed by
     Borrower with the Securities and Exchange Commission pursuant to
     the Securities Act of 1933, as amended, and the Securities
     Exchange Act of 1934, as amended, have been filed, and such
     filings are complete and accurate and contain no untrue statements
     of material fact or omit to state any material facts required to
     be stated therein or necessary in order to make the statements
     therein not misleading.

     12.31. Broker's Fees.  No broker or finder is entitled to 
     compensation for services rendered with respect to the loan
     transactions contemplated by this Agreement and the other Loan
     Documents.

13.  Survival of Representations.  All representations and warranties
in Section 12, and all representations and warranties in any certificate
delivered by Borrower pursuant hereto, shall survive execution of each
of the Loan Documents and the making of every Advance, and may be relied
upon by Lender as being true and correct as of the date when made or
deemed made or reaffirmed until all of the Loan Obligations are fully
and irrevocably paid as contemplated in Section 8.3.

14.  Affirmative Covenants.  Borrower covenants and agrees that, so
long as any of the Commitments remains in effect or any of the Loan
Obligations are owing to Lender by Borrower, Borrower shall do, or cause
to be done, and shall cause each Covered Person to do, the following:

     14.1.  Use of Proceeds.  All proceeds of the Loan shall be used 
     for permitted Investments, Capital Expenditures related to
     Borrower's business (including acquisition of the vessels Clipper
     Adventurer and Oceanic Odyssey), working capital and general
     corporate purposes.

     14.2.  Corporate Existence.  Each Covered Person shall maintain 
     its existence in good standing and shall maintain in good standing
     its right to transact business in those states in which it is now
     or hereafter doing business, except where the failure to so
     qualify is not reasonably likely to have a Material Adverse Effect
     on such Covered Person.  Each Covered Person shall obtain and
     maintain all Material Licenses for such Covered Person.

     14.3.  Maintenance of Property and Leases.  Each Covered Person 
     shall maintain in good condition and working order, and repair and
     replace as required, all buildings, equipment, machinery, fixtures
     and other real and personal property whose useful economic life
     has not elapsed and which is necessary for the ordinary conduct of
     the business of such Covered Person.  Each Covered Person shall
     maintain in good standing and free of defaults all of its leases
     of buildings, equipment, machinery, fixtures and other real and
     personal property whose useful economic life has not elapsed and
     which is necessary for the ordinary conduct of the business of
     such Covered Person.  Borrower shall not permit any of its
     equipment or other property to become a fixture to real property
     or an accession to other personal property unless Lender has a
     valid, perfected and first priority Security Interest  in such
     real or personal property.  Borrower shall not, without Lender's
     prior written consent, alter or remove any identifying symbol or
     number on its equipment.

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     14.4.  Insurance.  Each Covered Person shall at all times keep 
     insured or cause to be kept insured, in insurance companies having
     a rating of at least "A" by Best's Rating Service, all property
     owned by it of a character usually insured by others carrying on
     businesses similar to that of such Covered Person in such manner
     and to such extent and covering such risks as such properties are
     usually insured.  Each Covered Person shall at all times carry
     insurance, in insurance companies having a rating of at least "A"
     by Best's Rating Service, against liability on account of damage
     to persons or property (including product liability insurance and
     insurance required under all applicable workers' compensation
     laws) and covering all other liabilities common to such Covered
     Person's business, in such manner and to such extent as such
     coverage is usually carried by others conducting businesses
     similar to that of such Covered Person.  All policies of liability
     insurance maintained hereunder shall name Lender as an additional
     insured; all fire and casualty policies of insurance maintained
     hereunder shall reflect Lender's interest therein as mortgagees
     under a standard New York or Union mortgagee clause.  Lender is
     authorized, but not obligated, as the attorney-in-fact for
     Borrower (i) if there is no Existing Default, with Borrower's
     consent (which consent shall not be unreasonably withheld), and if
     there is an Existing Default, without Borrower's consent, to
     adjust and compromise proceeds payable under such policies of
     insurance, (ii) to collect, receive and give receipts for such
     proceeds in the name of Borrower, and (iii) to endorse Borrower's
     name upon any instrument in payment thereof.  Such power granted
     to Lender shall be deemed coupled with an interest and shall be
     irrevocable.  All policies of insurance maintained hereunder shall
     contain a clause providing that such policies may not be canceled,
     reduced in coverage or otherwise modified without 30 days prior
     written notice to Lender.  Borrower shall upon request of Lender
     at any time furnish to Lender updated evidence of insurance (in
     the form required as a condition to Lender's lending hereunder)
     for such insurance.

     14.5.  Payment of Taxes and Other Obligations.  Each Covered 
     Person shall promptly pay and discharge or cause to be paid and
     discharged, as and when due (including any extensions thereof),
     all Taxes lawfully assessed or imposed upon it, and all Taxes
     lawfully assessed upon any of the Collateral or its other
     property, or upon the income or profits therefrom, and all claims
     of materialmen, mechanics, carriers, warehousemen, landlords and
     other like Persons for labor, materials, supplies, storage or
     other items or services which if unpaid might be or become a
     Security Interest or charge upon any of the Collateral or its
     other property; provided, however, that a Covered Person may
     diligently contest in good faith by appropriate proceedings the
     validity of any such Taxes if Borrower has established adequate
     reserves therefor in conformity with GAAP on the books of such
     Covered Person, and no Security Interest, other than a Permitted
     Security Interest, results from such non-payment.

     14.6.  Compliance With Laws.  Each Covered Person shall comply 
     with all Material Laws.  Without limiting the generality of the
     foregoing:

            14.6.1. Environmental Laws.  Each Covered Person shall 
            comply and shall use commercially reasonable efforts to
            ensure compliance by all tenants, subtenants and other
            occupants of the Real Property Collateral, if any, with
            all Environmental Laws whose violation has or is
            reasonably likely to have a Material Adverse Affect on
            Borrower or such Covered Person.  

            14.6.2. Pension Benefit Plans.  Each Covered Person and 
            each ERISA Affiliate of such Covered Person shall at all
            times make prompt payments or contributions to meet the
            minimum funding standards under ERISA and the Code with
            respect to any Pension Benefit Plan maintained by such
            Covered Person or ERISA Affiliate of such Covered 

                                19
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            Person, and shall comply with all reporting and
            disclosure requirements and all provisions of the Code
            and ERISA applicable to any Pension Benefit Plan
            maintained by such Covered Person or ERISA Affiliate of
            such Covered Person if non-compliance therewith has or is
            reasonably likely to have a Material Adverse Affect on
            Borrower or such Covered Person.

            14.6.3. Employment Laws.  Each Covered Person shall 
            comply with all requirements of all Employment Laws
            applicable to such Covered Person whose violation has or
            is reasonably likely to have a Material Adverse Affect on
            Borrower or such Covered Person.

     14.7.  Termination of Pension Benefit Plan.  No Covered Person 
     or ERISA Affiliate of such Covered Person shall terminate or amend
     any Pension Benefit Plan maintained by such Covered Person or
     ERISA Affiliate of such Covered Person if such termination or
     amendment would result in any liability to such Covered Person or
     ERISA Affiliate of such Covered Person under ERISA or any increase
     in current liability for the plan year for which such Covered
     Person or ERISA Affiliate of such Covered Person is required to
     provide security to such Pension Benefit Plan under the Code.

     14.8.  Notice to Lender of Material Events.  Borrower shall, 
     promptly upon any Responsible Officer of Borrower obtaining
     knowledge or notice thereof, give notice to Lender (together with
     copies, if applicable) of (i) any breach of any of the covenants
     in Section 14, 15, or 16; (ii) any Default or Event of Default;
     (iii) the commencement of any Material Proceeding; and (iv) any
     material loss of or material damage to any of the Collateral or
     any material part of the other assets of a Covered Person or the
     commencement of any proceeding for the condemnation or other
     taking of any of the Collateral or any material part of the other
     assets of a Covered Person, if Insurance/Condemnation Proceeds are
     likely to be payable as a consequence of such loss, damage or
     proceeding, or if such loss, damage or proceeding is reasonably
     likely to have a Material Adverse Effect on such Covered Person. 
     In addition,

            14.8.1.   Borrower shall furnish to Lender from time to 
            time all information which Lender requests with respect
            to the status of any Material Proceeding.

            14.8.2.   Borrower shall furnish to Lender from time to 
            time all information which Lender requests with respect
            to any Pension Benefit Plan established by a Covered
            Person or ERISA Affiliate of such Covered Person.

            14.8.3.   Borrower shall deliver notice to Lender of the 
            establishment of any Pension Benefit Plan by a Covered
            Person or an ERISA Affiliate of such Covered Person.

            14.8.4.   Borrower shall promptly inform Lender of its 
            receipt of, and deliver to Lender a copy of, any
            (i) notice that any violation of any Environmental Law or
            Employment Law may have been committed or is about to be
            committed by any Covered Person, (ii) notice that any
            administrative or judicial complaint or order has been
            filed or is about to be filed against any Covered Person
            alleging violations of any Environmental Law or
            Employment Law or requiring such Covered Person to take
            any action in connection with the release of any
            Hazardous Material into the environment, (iii) notice
            from a Governmental Authority or private Person alleging
            that a Covered Person may be liable or responsible for
            costs associated with a response to or cleanup of a
            release of Hazardous Material into the environment or any
            damages caused thereby, (iv) notice that 

                                20
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<PAGE>

            a Covered Person is subject to federal, state or local
            investigation regarding the improper transportation,
            storage, disposal, generation or release into the
            environment of any Hazardous Material, or (v) notice that
            any properties or assets of a Covered Person are subject
            to a Security Interest in favor of any Governmental
            Authority for any liability under any Environmental Law
            or damages arising from or costs incurred by such
            Governmental Authority in response to a release of
            Hazardous Material into the environment.

            14.8.5.   Borrower shall deliver to Lender notice of the 
            following events promptly after they occur:  (i) the
            failure of any Covered Person or ERISA Affiliate of such
            Covered Person to make any required installment or any
            other required payment to any Pension Benefit Plan in
            sufficient amount to comply with ERISA and the Code on or
            before the due date for such installment or payment;
            (ii) the occurrence of any Reportable Event, or a
            prohibited transaction or accumulated funding deficiency
            (as those terms are defined in ERISA), with respect to
            any Pension Benefit Plan maintained or contributed to by
            a Covered Person or ERISA Affiliate of such Covered
            Person; (iii) receipt by a Covered Person or ERISA
            Affiliate of such Covered Person of any notice from a
            Multi-employer Plan regarding the imposition of
            withdrawal liability; and (iv) receipt by a Covered
            Person or ERISA Affiliate of such Covered Person of any
            notice of the institution, or a Covered Person's
            expectancy of the institution, of any proceeding or
            receipt by such Covered Person or ERISA Affiliate of such
            Covered Person of any notice of the taking, or such
            Covered Person's expectancy of the taking, of any other
            action which may result in the termination of any Pension
            Benefit Plan maintained or contributed to by such Covered
            Person or ERISA Affiliate of such Covered Person, or the
            withdrawal or partial withdrawal by a Covered Person or
            ERISA Affiliate of such Covered Person from any Pension
            Benefit Plan, and the filing or receipt by a Covered
            Person or ERISA Affiliate of such Covered Person of any
            such notice and filing or receipt of all subsequent
            reports or notices under ERISA with or from the IRS, the
            PBGC, or the DOL relating to the same; and, in addition
            to such notice, deliver to Lender a certificate of a
            Responsible Officer of Borrower, setting forth details as
            to such events and the action that the affected Covered
            Person or ERISA Affiliate of such Covered Person proposes
            to take with respect thereto.   For purposes of this
            Section, a Covered Person and any ERISA Affiliate of such
            Covered Person shall be deemed to know all facts known by
            the administrator of any Plan of which such Covered
            Person or any ERISA Affiliate of such Covered Person is
            the plan sponsor.

            14.8.6.   Borrower shall promptly deliver to Lender 
            notice of any default or event of default, or the
            occurrence of any event which would with the passage of
            time, giving of notice or otherwise, constitute a default
            or event of default with respect to any of the Permitted
            Indebtedness.

            14.8.7.   Borrower shall promptly deliver notice to 
            Lender of the assertion by the holder of any securities
            of a Covered Person or any Indebtedness of a Covered
            Person in an outstanding principal amount in excess of
            $250,000 that a default exists with respect thereto or
            that such Covered Person is not in compliance with the
            terms thereof, or of the threat or commencement by such
            holder of any enforcement action because of such asserted
            default or noncompliance.

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            14.8.8.   Borrower shall, promptly after becoming aware 
            thereof, deliver notice to Lender of any pending or
            threatened strike, work stoppage, material unfair labor
            practice claim or other material labor dispute affecting
            a Covered Person. 

            14.8.9.   Borrower shall promptly deliver notice to 
            Lender of any change in the name, state of incorporation,
            or form of organization of any Covered Person, or the
            trade names or styles under which a Covered Person will
            sell Inventory or create Accounts, or to which
            instruments in payment of Accounts may be made payable,
            at least 30 days prior to such change.

            14.8.10.  Borrower shall, promptly after becoming aware 
            thereof, deliver notice to Lender of any event that has
            had or is reasonably likely to have a Material Adverse
            Effect on any Covered Person. 

            14.8.11.  Borrower shall, promptly after becoming aware 
            thereof, deliver notice to Lender of an actual, alleged,
            or potential violation of any Material Law applicable to
            a Covered Person or any of the Collateral or any material
            part of other property of a Covered Person. 

            14.8.12.  Borrower shall notify Lender promptly in 
            writing of any fact or condition of which Borrower is
            aware which materially reduces the value of the
            Collateral as a whole or reduces the value of any
            material item of the Collateral, together with the amount
            of such reduction.  Borrower shall provide such
            additional information to Lender regarding such fact,
            condition or reduction as Lender may request from time to
            time.

     14.9.  Borrowing Officer.  Borrower's shall keep on file with 
     Lender at all times an appropriate instrument naming each
     Borrowing Officer.  Until a contrary designation is filed with
     Lender, the officer who has executed this Agreement shall be
     deemed to be a Borrowing Officer.

     14.10. Maintenance of Security Interests of Security 
     Documents.  

            14.10.1.     Preservation and Perfection of Security 
            Interests.  Borrower shall promptly, upon the reasonable
            request of Lender and at Borrower's expense, execute,
            acknowledge and deliver, or cause the execution,
            acknowledgment and delivery of, and thereafter file or
            record in the appropriate governmental office, any
            document or instrument supplementing or confirming the
            Security Documents or otherwise deemed necessary by
            Lender to create, preserve or perfect any Security
            Interest purported to be created by the Security
            Documents or to fully consummate the transactions
            contemplated by the Loan Documents.  The foregoing
            actions by Borrower shall include (i) filing financing or
            continuation statements, and amendments thereof, in form
            and substance satisfactory to Lender; (ii) delivering to
            Lender the original certificates of title for motor
            vehicles, or applications therefor duly executed, with
            Lender's Security Interest  properly shown thereon; (iii)
            delivering to Lender the originals of all instruments,
            documents and chattel paper, and all other Collateral of
            which Lender determines it should have physical
            possession in order to perfect and protect Lender's
            Security Interest  therein, duly endorsed or assigned to
            Lender without restriction; (iv) delivering to Lender
            warehouse receipts covering any portion of the Collateral
            located in warehouses and for which warehouse receipts
            are issued; (v) transferring Inventory to warehouses
            designated by Lender; (vi) delivering to Lender all
            letters of credit on which Borrower is named 

                                22
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<PAGE>

            beneficiary; (vii) placing a durable notice of the
            existence of Lender's Security Interest, satisfactory to
            Lender, upon such items of the Collateral as are
            designated by Lender; and (viii) placing a notice of the
            existence of Lender's Security Interest , acceptable to
            Lender, upon those writings evidencing the Collateral and
            the books and records of Borrower pertaining to the
            Collateral, as designated by Lender.

            14.10.2.     Collateral Held Off Borrower's Premises.  If at 
            any time any Personal Property Collateral is located on
            any premises that are not owned by the owner of such
            Personal Property Collateral, then Borrower shall obtain
            written waivers, in form and substance satisfactory to
            Lender, of all present and future Security Interests to
            which the owner or lessor or any mortgagee of such
            premises may be entitled to assert against the Personal
            Property Collateral.  If any Personal Property Collateral
            is at any time in the possession or control of a
            warehouseman, bailee or any of Borrower's agents, then
            Borrower shall notify Lender thereof and shall notify
            such Person of Lender's Security Interest in such
            Personal Property Collateral and, upon Lender's request,
            instruct such Person to hold all such Personal Property
            Collateral for Lender's account subject to Lender's
            instructions.

            14.10.3.     Compliance With Terms of Security Documents.   
            Borrower shall comply with all of the terms, conditions
            and covenants in the Security Documents to which Borrower
            is a party.

     14.11. Accounting System.  Each Covered Person shall maintain a 
     system of accounting established and administered in accordance
     with GAAP.  Without limiting the generality of the foregoing, each
     Covered Person shall maintain a record of Accounts at its
     principal place of business that itemize each Account of such
     Covered Person and describe the names and addresses of the Account
     Debtors on such Accounts, all relevant invoice numbers, invoice
     dates, and shipping dates, and the due dates, collection
     histories, and aging of such Accounts.

     14.12. Financial Statements.  Borrower shall deliver to 
     Lender:  

            14.12.1.     Annual Financial Statements.  Within 90 days 
            after the close of each fiscal year of Borrower, year-end
            consolidated and consolidating Financial Statements of
            Borrower and its Subsidiaries, containing an audit report
            without qualification by an independent certified public
            accounting firm selected by Borrower and satisfactory to
            Lender, and in each case accompanied by (a) a Compliance
            Certificate of the Chief Financial Officer of Borrower,
            (b) a certificate of the independent certified public
            accounting firm that examined such Financial Statements
            to the effect that they have reviewed and are familiar
            with this Agreement and that, in examining such Financial
            Statements, they did not become aware of any fact or
            condition which then constituted a Default or Event of
            Default, except for those, if any, described in
            reasonable detail in such certificate, (c) the management
            letter and report on internal controls delivered by such
            independent certified public accounting firm in
            connection with their audit, and (d) if requested by
            Lender, any summary prepared by such independent
            certified public accounting firm of the adjustments
            proposed by the members of its audit team.

            14.12.2.     Quarterly Financial Statements.  Within 45 days 
            after the end of each fiscal quarter of Borrower,
            unaudited consolidated and consolidating Financial
            Statements of Borrower and its Subsidiaries for the
            quarters not covered by the latest year-end 

                                23<PAGE>
<PAGE>

            Financial Statements, in each case in a form satisfactory
            to Lender and accompanied by a Compliance Certificate of
            the Chief Financial Officer of Borrower.

            Each Compliance Certificate shall be in the form of
            Exhibit 14.12, shall contain detailed calculations of the
            financial measurements referred to in Section 16 for the
            relevant periods, and shall contain statements by the
            signing officer to the effect that, except as explained
            in reasonable detail in such Compliance Certificate, (i)
            the attached Financial Statements are complete and
            correct in all material respects (subject, in the case of
            Financial Statements other than annual, to normal year-
            end audit adjustments) and have been prepared in
            accordance with GAAP applied consistently throughout the
            periods covered thereby and with prior periods (except as
            disclosed therein), (ii) all of the representations and
            warranties of Borrower contained in this Agreement and
            other Loan Documents are true and correct as of the date
            such certification is given as if made on such date, and
            (iii) there is no Existing Default.  If any Compliance
            Certificate delivered to Lender discloses that a
            representation or warranty is not true and correct, or
            that a Default or Event of Default has occurred that has
            not been waived in writing by Lender, such Compliance
            Certificate shall state what action Borrower has taken or
            proposes to take with respect thereto.

            14.12.3.     Additional.  Upon the request of Lender, such 
            additional information about the business, operations,
            revenues, financial condition, property, or business
            prospects of Borrower as Lender may, from time to time,
            reasonably request.

     14.13. Annual Forecasts; Five Year Plans.  Within the first 60 
     days of each fiscal year of Borrower, forecasted balance sheets,
     statements of income and expense, and statements of cash flows for
     Borrower as of the end of and for each quarter of such fiscal
     year, in such reasonable detail as Lender may require; and within
     the first 180 days of each fiscal year of Borrower, an updated
     five-year forecast of balance sheets, statements of income and
     expense, and statements of cash flows for Borrower as of the end
     of and for each fiscal ended in such five year period.

     14.14. Audits by Lender.  Lender or Persons authorized by and 
     acting on behalf of Lender may at any time and from time to time
     during normal business hours audit the books and records, and
     inspect any of the property, of each Covered Person from time to
     time upon reasonable notice to such Covered Person, and in the
     course thereof may make copies or abstracts of such books and
     records and discuss the affairs, finances and books and records of
     such Covered Person with its accountants, officers and employees. 
     Each Covered Person shall cooperate with Lender and such Persons
     in the conduct of such audits and shall deliver to Lender any
     instrument necessary for Lender to obtain records from any service
     bureau maintaining records for such Covered Person.  If an Event
     of Default has occurred that has not been waived by Lender,
     Borrower shall reimburse Lender for all costs and expenses
     actually incurred by it in conducting each audit.

     14.15. Access to Officers and Auditors.  Each Covered Person 
     shall permit any Lender and Persons authorized by Lender to
     discuss the affairs, finances and accounts of such Covered Person
     with its officers and independent auditors as often as Lender may
     reasonably request, and such Covered Person shall direct such
     officers and independent auditors to cooperate with Lender and
     make full disclosure to Lender of those matters that they may deem
     relevant to the continuing ability of Borrower timely to pay and
     perform the Loan Obligations.  Lender agrees that it will not
     disclose to third Persons any information that it obtains about
     Borrower or its operations or finances that are designated by
     Borrower in writing as confidential or that Borrower has advised
     Lender in writing constitutes non-public information.  Lender may, 

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     however, disclose such information to all of their respective
     officers, attorneys, auditors, accountants, bank examiners, agents
     and representatives who have a need to know such information in
     connection with the administration, interpretation or enforcement
     of the Loan Documents or the lending and collection activity
     contemplated therein or to the extent required by Law or a
     Governmental Authority.  Lender shall advise such persons that
     such information is to be treated as confidential.  Lender may
     also disclose such information in any documents that it files in
     any legal proceeding to pursue, enforce or preserve its rights
     under the Loan Documents to the extent that Lender's counsel
     advises in writing that such disclosure is reasonably necessary in
     connection with such proceedings.  Lender's non-disclosure
     obligation shall not apply to any information that (i) is
     disclosed to Lender by a third Person not affiliated with or
     employed by Borrower who does not have a commensurate duty of non-
     disclosure, or (ii) becomes publicly known other than as a result
     of disclosure by Lender.

     14.16. Appraisals.  At any time, but not more often than once 
     each calendar year, Lender may have all or any part of the
     Collateral appraised by an appraiser chosen solely by Lender.  If
     there is an Existing Default, Borrower shall pay or reimburse to
     Lender all costs of the appraisal.

     14.17. Further Assurances.  Borrower shall execute and deliver, 
     or cause to be executed and delivered, to Lender such documents
     and agreements, and shall take or cause to be taken such actions,
     as Lender may from time to time request to carry out the terms and
     conditions of this Agreement and the other Loan Documents.

15.  Negative Covenants.  Borrower covenants and agrees that, while any
of the Commitments remains in effect or any of the Loan Obligations are
owing to Lender by Borrower or any of the Letters of Credit are
outstanding, Borrower shall not, directly or indirectly, do any of the
following, or permit any Covered Person to do any of the following,
without the prior written consent of Lender:

     15.1.  Investments.  Make any Investments in any other Person 
     except the following:

            15.1.1.   Investments in (i) interest-bearing United 
            States government obligations; (ii) certificates of
            deposit issued by any Lender; (iii) certificates of
            deposit issued by and time deposits with any commercial
            bank chartered under the laws of the United States or any
            state thereof having capital and surplus of not less than
            $500,000,000; (iv) prime commercial paper rated A1 or
            better by Standard and Poor's Corporation or Prime P1 or
            better by Moody's Investor Service, Inc.; or (v)
            agreements involving the sale to Borrower of United
            States government securities and their guarantied
            repurchase the next Business Day by a Qualified Financial
            Institution.

            15.1.2.   The holding by Borrower of the outstanding 
            stock of Clipper Cruise Line, Inc., Republic Cruise Line,
            Inc., Liberty Cruise Line, Inc., Clipper Adventure
            Cruises, Inc., Clipper Adventurer Ltd., Clipper Odyssey,
            Ltd. and Borrower's other Subsidiaries that are
            Guarantors.

            15.1.3.   Accounts arising in the ordinary course of 
            business and payable in accordance with Borrower's
            customary trade terms.

            15.1.4.   The purchase by Borrower of its common stock 
            in the open market pursuant to the plan therefor
            heretofore adopted by the Board of Directors of Borrower.

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<PAGE>

            15.1.5.   Other Investments, including but not limited 
            to acquiring stock or other equity interests, or interest
            convertible into equity, of another Person, not exceeding
            $1,000,000 in the aggregate.

     15.2.  Indebtedness.  Create, incur, assume, or allow to exist 
     any Indebtedness of any kind or description, except the following:

            15.2.1.   Indebtedness to trade creditors incurred in 
            the ordinary course of business, to the extent that it is
            not overdue past the original due date by more than 90
            days.

            15.2.2.   The Loan Obligations.

            15.2.3.   Indebtedness secured by Permitted Security 
            Interests.

            15.2.4.   Indebtedness to the seller of the vessel 
            Oceanic Odyssey to the extent it does not exceed
            $5,500,000 initially and is payable in full before
            December 31, 1999.

     15.3.  Indirect Obligations.  Create, incur, assume or allow to 
     exist any Indirect Obligations except a guaranty by Borrower of
     the Indebtedness permitted in Section 15.2.4.

     15.4.  Security Interests.  Create, incur, assume or allow to 
     exist any Security Interest upon all or any part of its property,
     real or personal, now owned or hereafter acquired, except the
     following:

            15.4.1.   Security Interests for taxes, assessments or 
            governmental charges not delinquent or being diligently
            contested in good faith and by appropriate proceedings
            and for which adequate book reserves in accordance with
            GAAP are maintained. 

            15.4.2.   Security Interests arising out of deposits in 
            connection with workers' compensation insurance,
            unemployment insurance, old age pensions, or other social
            security or retirement benefits legislation.

            15.4.3.   Deposits or pledges to secure bids, tenders, 
            contracts (other than contracts for the payment of
            money), leases, statutory obligations, surety and appeal
            bonds, and other obligations of like nature arising in
            the ordinary course of business.

            15.4.4.   Security Interests imposed by any Law, such as 
            mechanics', workmen's, materialmen's, landlords',
            carriers', or other like Security Interests arising in
            the ordinary course of business which secure payment of
            obligations which are not past due or which are being
            diligently contested in good faith by appropriate
            proceedings and for which adequate book reserves in
            accordance with GAAP are maintained.

            15.4.5.   Purchase money Security Interests securing 
            payment of the purchase price of capital assets acquired
            by Borrower after the Execution Date in an amount not to
            exceed $500,000 in the aggregate during any fiscal year
            of Borrower and $1,500,000 in the aggregate.

            15.4.6.   Security Interests in favor of Lender.

            15.4.7.   Security Interests existing on the Execution 
            Date that are disclosed in item 12.21 of the Disclosure
            Schedule and are satisfactory to Lender.

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     15.5.  Prepayments.  Voluntarily prepay any Indebtedness other 
     than (a) the Loan Obligations in accordance with the terms of the
     Loan Documents, and (b) trade payables in the ordinary course of
     business.

     15.6.  Disposal of Assets.  Sell, transfer, exchange, lease, 
     loan or otherwise dispose of any of its assets to any Person,
     including other Covered Persons, except (a) sales of Inventory in
     the ordinary course of business, (b) such sales, transfers,
     exchanges, leases, loans or dispositions to or with Covered
     Persons that are Guarantors, (c) payments under bareboat charters
     to Covered Persons who are not Guarantors to the extent the
     aggregate of such payments in any fiscal year to any one such
     Covered Person do not exceed the expenses of such Covered Person
     as accrued under GAAP, including depreciation, (d) transfers or
     loans of funds to the applicable Covered Person to the extent
     required to enable such Covered Person to pay the Indebtedness
     permitted under Section 15.2.4 and interest accrued thereon, and
     (e) transfers and loans of funds to a Covered Person that is not a
     Guarantor to the extent such funds will be contemporaneously
     expended for the refurbishing or rebuilding of a Vessel, including
     deposits and prepayments in respect thereof, and such expenditures
     are Capital Expenditures.  Notwithstanding the foregoing, Borrower
     may (i) if it acquires the vessel Oceanic Odyssey, immediately
     lease or charter such vessel back to its seller for a term not to
     exceed one year for a rental or charter fee satisfactory to
     Lender, (ii) sell, transfer or otherwise dispose of obsolete or
     unusable equipment, provided that if the aggregate fair market
     value of all such equipment sold, transferred or otherwise
     disposed of in a single transaction or related series of
     transactions is greater than $500,000, then Borrower shall deliver
     or cause to be delivered all of the net cash proceeds of any such
     sale, transfer or other disposition to Lender as a prepayment of
     the Revolving Loan and payment of interest accrued under Section
     7.1, without regard to the minimum prepayment amount, notice
     provisions or prohibition on prepayments of LIBOR Tranches in
     Section 7.1.  Each such prepayment will be applied by Lender first
     to reduce pro rata all the Tranches of the Revolving Loan that are
     Alternate Base Rate Tranches, and then to reduce (in the order of
     the maturities of their respective Interest Periods) the Tranches
     of the Revolving Loan that are LIBOR Tranches.

     15.7.  Transactions With Affiliates.  Enter into or be a party 
     to any transaction or arrangement, including the purchase, sale or
     exchange of property of any kind or the rendering of any service,
     with any Affiliate, or make any loans or advances to any
     Affiliate, except for the transactions contemplated in the
     Acquisition Agreement.  If there is no Existing Default, however,
     Borrower may engage in the such transactions in the ordinary
     course of business and pursuant to the reasonable requirements of
     its business and on fair and reasonable terms substantially as
     favorable to it as those which it could obtain in a comparable
     arm's-length transaction with a non-Affiliate.

     15.8.  No Breach of Material Agreements.  Breach, violate, or be 
     in default under any Material Agreement.

     15.9.  Conflicting Agreements.  Enter into any agreement, that 
     would, if fully complied with by it, result in a Default or Event
     of Default either immediately or upon the elapsing of time.

     15.10. Fiscal Year.  Change its fiscal year.

     15.11. Transactions Having a Material Adverse Effect.  Enter 
     into any transaction which at the time has or is reasonably likely
     to have a Material Adverse Effect on Borrower.

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16.  Financial Covenants.

     
     16.1.  Special Definitions.  As used in this Section 16 and 
     elsewhere in this Agreement, the following capitalized terms have
     the following meanings:

     "EBITDA" means, for any period of calculation, an amount equal to
     the sum of (i) net income, (ii) federal, state and local income
     tax expense, (iii) interest expense, (iv) depreciation and
     amortization expense, (v) losses on the sale or other disposition
     of assets, and (vi) extraordinary losses, minus (a) gains on the
     sale or other disposition of assets, and (b) extraordinary gains,
     all as accrued in such period.

     "Fixed Charges" means, for any period of calculation, an amount
     equal to the sum of (i) interest expense accrued in such period,
     (ii) federal, state and local income tax accrued in such period,
     (iii) all principal payments on the Revolving Loan required to be
     made as provided in Section 7.2, (iv) Capital Expenditures made
     during such period (excluding Capital Expenditures that Borrower
     is permitted to make under the proviso in Section 16.6 and (v)
     dividends paid in such period.

     "Funded Debt" means, at any date, the sum of, without duplication,
     (i) the amount of all notes payable in one year or less, (ii) the
     amount of the Indebtedness permitted under Section 15.2.4, (iii)
     the principal of all Indebtedness for borrowed money, including
     current maturities thereof, (iii) the unamortized capitalized
     amount of all Capital Leases and (iv) the amount of all Surety
     Obligations, all as of such date.

     "Surety Obligations" means the original amount of all outstanding
     standby and documentary letters of credit as to which Borrower is
     the account party, the face amount of all banker's acceptances
     with respect to which Borrower is obligated, and the original
     amount of all bank guaranties, surety bonds and similar
     instruments with respect to which Borrower is obligated.

     "Tangible Assets" means, at any date, all assets as determined in
     accordance with GAAP except: (a) deferred assets; (b) patents,
     copyrights, trademarks, trade names, franchises, goodwill, and
     other similar intangibles; (d) unamortized debt discount and
     expense; and (e) fixed assets to the extent of any write-up in the
     book value thereof resulting from a revaluation.

     "Tangible Net Worth" means, at any date: (a) the book value (net
     of depreciation, obsolescence, amortization, valuation and other
     proper reserves determined in accordance with GAAP) at which
     Tangible Assets would be shown on a balance sheet at such date
     prepared in accordance with GAAP; less (b) the amount at which all
     liabilities (including reserves for contingencies and other
     potential liabilities) would be shown on such balance sheet in
     accordance with GAAP.

     16.2.  Minimum Fixed Charge Coverage.  The ratio of (i) 
     Borrower's EBITDA to (ii) Fixed Charges, calculated at the end of
     each fiscal quarter of Borrower for the four fiscal quarters then
     ended, shall not be less than 1.00 to 1.00.

     16.3.  Minimum Tangible Net Worth.  Borrower's Tangible Net 
     Worth as of the end of each fiscal quarter of Borrower ended after
     the Effective Date shall at no time be less than the lesser of (i)
     $5,500,000 or (ii) an amount equal to $4,300,000 plus 25% of the
     sum of all net income (but not any net loss) of Borrower for every
     fiscal quarter ended after the Effective Date

     16.4.  Maximum Funded Debt to EBITDA Ratio.  The ratio of 
     Borrower's Funded Debt as of the end of any fiscal quarter of
     Borrower to Borrower's EBITDA for the four fiscal quarters then
     ended shall not be greater than 3.00 to 1.00.

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<PAGE>

     16.5.  Minimum EBITDA.  Borrower's EBITDA for any four 
     consecutive fiscal quarters shall not be less than $10,000,000.

     16.6.  Capital Expenditures.  Borrower shall not make Capital 
     Expenditures that in the aggregate exceed $3,500,000 in any one
     fiscal year of Borrower; provided, however, that, in addition to
     the Capital Expenditures permitted in the prior clause of this
     sentence, (i) Borrower may make Capital Expenditures prior to
     January 1, 1999, that total not more than $20,500,000 for
     acquiring and refitting the vessel Clipper Adventurer, and (ii)
     Borrower may make Capital Expenditures prior to January 1, 2000,
     that total not more than $20,000,000 for acquiring and refitting
     the vessel Oceanic Odyssey.

     16.7.  Capital Leases.  Borrower shall not be obligated as 
     lessee under any Capital Leases except Capital Leases for capital
     assets whose aggregate cost if purchased would not have exceeded
     $3,000,000 in the aggregate.

17.  Default.  

     17.1.  Events of Default.     Any one or more of the following 
     shall constitute an Event of Default:

            17.1.1. Failure to Pay Principal or Interest.  Failure 
            by Borrower to make any principal or interest payment on
            the Revolving Loan when due under the Loan Documents.

            17.1.2. Failure to Pay Other Amounts Owed to 
            Lender.  Failure of Borrower to pay any of the Loan
            Obligations (other than principal or interest on the
            Revolving Loan) or any other amount owed to Lender within
            five days after notice from Lender that the same is due.

            17.1.3. Failure to Pay Amounts Owed to Other 
            Persons.  Failure of Borrower to make any payments
            aggregating $250,000 or more that are due on Indebtedness
            of Borrower to any Persons other than Lender which
            continue unwaived beyond any applicable grace periods
            specified in the documents evidencing such Indebtedness.

            17.1.4. Acceleration of Other Indebtedness.  Any 
            Obligation of Borrower (other than the Loan Obligations)
            for the payment of borrowed money in an amount over
            $250,000 becomes or is declared to be due and payable or
            required to be prepaid (other than by a regularly
            scheduled payment or prepayment) prior to the original
            maturity thereof as a consequence of a default with
            respect thereto by Borrower.

            17.1.5. Representations or Warranties.  Any 
            representation or warranty made or deemed made by
            Borrower to Lender under any of the Loan Documents is
            discovered to have been false in any material respect
            when made.

            17.1.6. Certain Covenants.  Failure of Borrower to 
            comply with the covenants in Section 14.8, 14.12, or
            14.15.

            17.1.7. Financial Covenants.  Violation of any of the 
            covenants in Section 16.

            17.1.8. Other Covenants.  Failure of Borrower to comply 
            with any of the provisions of any of the Loan Documents
            that are applicable to it (other than a failure which 

                                29
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<PAGE>

            constitutes an Event of Default under any of Sections
            17.1.1 through 17.1.6) which is not remedied or waived in
            writing by Lender within 30 days after notice thereof
            from Lender to Borrower.

            17.1.9. Default Under Other Agreements.  The occurrence 
            of any default or event of default under any agreement to
            which Borrower is a party which continues unwaived beyond
            any applicable grace period provided therein and either
            (i) involves Obligations of Borrower greater than
            $250,000 or (ii) has or is reasonably likely to have a
            Material Adverse Effect on Borrower.

            17.1.10.     Bankruptcy; Insolvency; Etc.  Borrower (i) fails 
            to pay, or admits in writing its inability to pay, its
            debts generally as they become due, or otherwise becomes
            insolvent (however evidenced); (ii) makes a general
            assignment for the benefit of creditors; (iii) files a
            petition in bankruptcy, is adjudicated insolvent or
            bankrupt, petitions or applies to any tribunal for any
            receiver or any trustee of Borrower or any substantial
            part of its property; (iv) commences any proceeding
            relating to Borrower under any reorganization,
            arrangement, readjustment of debt, dissolution or
            liquidation law or statute of any jurisdiction, whether
            now or hereafter in effect; (v) has commenced against it
            any such proceeding which remains undismissed for a
            period of ninety days, or by any act indicates its
            consent to, approval of, or acquiescence in any such
            proceeding or the appointment of any receiver of or any
            trustee for it or any substantial part of its property,
            or allows any such receivership or trusteeship to
            continue undischarged for a period of 90 days; or (vi)
            takes any corporate action to authorize any of the
            foregoing.

            17.1.11.     Judgments; Attachment; Etc.  Any one or more 
            judgments or orders is entered against Borrower or any
            attachment or other levy is made against the property of
            Borrower, including but not limited to the Collateral,
            with respect to a claim or claims involving in the
            aggregate liabilities (not paid or fully covered by
            insurance, less the amount of deductibles satisfactory to
            Lender) greater than $250,000 becomes final and non-
            appealable or if timely appealed is not fully bonded and
            collection thereof stayed pending the appeal.

            17.1.12.     Pension Benefit Plan Termination, Etc.  Any 
            termination by the PBGC of a Pension Benefit Plan created
            or maintained by Borrower or an ERISA Affiliate of
            Borrower (if any) or the appointment by the appropriate
            United States District Court of a trustee to administer a
            Pension Benefit Plan created or maintained by Borrower or
            an ERISA Affiliate of Borrower (if any) or to liquidate
            any Pension Benefit Plan created or maintained by
            Borrower or an ERISA Affiliate of Borrower (if any); or
            any event, which constitutes grounds either for the
            termination of a Pension Benefit Plan created or
            maintained by Borrower or an ERISA Affiliate of Borrower
            (if any) by PBGC or for the appointment by the
            appropriate United States District Court of a trustee to
            administer or liquidate a Pension Benefit Plan created or
            maintained by Borrower or an ERISA Affiliate of Borrower,
            has occurred and is continuing for 30 days after Borrower
            has notice of any such event; or any voluntary
            termination of a Pension Benefit Plan created or
            maintained by Borrower or an ERISA 

                                30
<PAGE>
<PAGE>

            Affiliate of Borrower (if any) which is a defined benefit
            pension plan as defined in Section 3(35) of ERISA while
            such defined benefit pension plan has an accumulated
            funding deficiency, unless Lender has been notified of
            such intent to voluntarily terminate such plan and Lender
            has given its consent and agreed that such event shall
            not constitute an Event of Default; or the plan
            administrator of a Pension Benefit Plan created of
            maintained by Borrower or an ERISA Affiliate of Borrower
            (if any) applies under Section 412(d) of the Code for a
            waiver of the minimum funding standards of Section 412(1)
            of the Code and Lender determines that the substantial
            business hardship upon which the application for such
            waiver is based could subject Borrower or any ERISA
            Affiliate of Borrower to a liability in excess of
            $250,000.

            17.1.13.     Liquidation or Dissolution.  Borrower files a 
            certificate of dissolution under applicable state law or
            is liquidated or dissolved, or has commenced against it
            any action or proceeding for its liquidation or
            dissolution, or takes any corporate action in furtherance
            thereof.

            17.1.14.     Seizure of Assets.  All or any material part of 
            the property of Borrower, including but not limited to
            the Collateral, is nationalized, expropriated, seized or
            otherwise appropriated, or custody or control of such
            property or of Borrower is assumed by any Governmental
            Authority, unless the same is being contested in good
            faith by appropriate proceedings diligently pursued and a
            stay of enforcement is in effect.

            17.1.15.     Racketeering Proceeding.  There is filed against 
            Borrower any civil or criminal action, suit or proceeding
            under any federal or state racketeering statute
            (including, without limitation, the Racketeer Influenced
            and Corrupt Organization Act of 1970), which action, suit
            or proceeding is not dismissed within 120 days and could
            result in the confiscation or forfeiture of any of the
            Collateral or any material part of other property of
            Borrower.

            17.1.16.     Loan Documents; Security Interests.  Any Loan 
            Document ceases to be in full force and effect or any
            Security Interest on any of the Collateral is not or
            ceases to be (other than as a result of voluntary release
            thereof by Lender) valid, perfected and prior to all
            other Security Interests (other than relevant Permitted
            Security Interests) or is terminated, revoked or declared
            void or invalid.

            17.1.17.     Loss to Collateral.  Any loss, theft, damage or 
            destruction of any of the Collateral occurs which is not
            covered by insurance as required herein and has or is
            reasonably likely to have a Material Adverse Effect on
            Borrower.

            17.1.18.     Material Adverse Change.  There occurs any event 
            which at the time or in a reasonably foreseeable time has
            or is reasonably likely to have a Material Adverse Effect
            on Borrower. 

     17.2.  Rights and Remedies Upon an Event of Default.  

            17.2.1. Cancellation of Commitments.  Upon the 
            occurrence of an Event of Default described in Section
            17.1.10, the Commitments shall be deemed canceled without
            presentment, demand or notice of any kind.  Upon any
            other Event of Default, and at any time thereafter,
            Lender may cancel the Commitments.  Such cancellation may
            be without demand or notice of any kind, which Borrower
            expressly waives.

            17.2.2. Acceleration.  Upon the occurrence of an Event 
            of Default described in Section 17.1.10, all of the
            outstanding Loan Obligations shall automatically become
            immediately due 

                                31
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<PAGE>

            and payable.  Upon any other Event of Default, and at any
            time thereafter, Lender may declare all of the
            outstanding Loan Obligations immediately due and payable. 
            Such acceleration in either case may be without
            presentment, demand or notice of any kind, which Borrower
            expressly waives.

            17.2.3. Right of Set-off.  Upon the occurrence of any 
            Event of Default and at any time and from time to time
            thereafter, Lender is hereby authorized, without notice
            to Borrower (any such notice being expressly waived by
            Borrower), to set off and apply against the Loan
            Obligations any and all deposits (general or special,
            time or demand, provisional or final) at any time held,
            or any other Indebtedness at any time owing by Lender to
            or for the credit or the account of Borrower,
            irrespective of whether or not Lender has made any demand
            under the Loan Documents and although such Loan
            Obligations may be unmatured.  The rights of Lender under
            this Section are in addition to other rights and remedies
            (including, without limitation, other rights of set-off)
            which Lender may otherwise have.

            17.2.4. Notice to Account Debtors.  Upon the occurrence 
            of any Event of Default and at any time and from time to
            time thereafter, Lender may, without prior notice to
            Borrower, notify any or all Account Debtors that the
            Accounts have been assigned to Lender and that Lender has
            a Security Interest therein , and Lender may direct, or
            Borrower, at Lender's request, shall direct, any or all
            Account Debtors to make all payments upon the Accounts
            directly to Lender .

            17.2.5. Entry Upon Premises and Access to 
            Information.  Upon the occurrence of any Event of Default
            and acceleration of the Loan Obligations as provided
            herein, and at any time and from time to time thereafter,
            Lender may (i) enter any premises leased or owned by
            Borrower where any Personal Property Collateral is
            located (or is believed to be located) without any
            obligation to pay rent to Borrower, or any other place or
            places where Personal Property Collateral is believed to
            be located, (ii) render Collateral usable or saleable,
            (iii) move movable Personal Property Collateral to the
            premises of Lender or any agent of Lender for such time
            as Lender may desire in order effectively to collect or
            liquidate such Personal Property Collateral; (iv) take
            possession of, and make copies and abstracts of,
            Borrower's original books and records, obtain access to
            Borrower's data processing equipment, computer hardware
            and software relating to any of the Collateral and,
            subject to any proprietary rights of third Persons, use
            all of the foregoing and the information contained
            therein in any manner Lender deems appropriate in
            connection with the exercise of Lender's rights; and (v)
            notify postal authorities to change the address for
            delivery of Borrower's mail to an address designated by
            Lender and to receive, open and process all mail
            addressed to Borrower.

            17.2.6. Borrower's Obligations.  Upon the occurrence of 
            an Event of Default and acceleration of the Loan
            Obligations as provided herein, Borrower shall, if Lender
            so requests, assemble all movable Personal Property
            Collateral and make it available to Lender at a place or
            places to be designated by Lender in its discretion. 

            17.2.7. Exercise of Rights as Secured Party.  Upon an 
            Event of Default and acceleration of the Loan Obligations
            as provided herein, and at any time and from time to time
            thereafter:

                    17.2.7.1.  Lender may exercise any or all of its
                    rights under the Ship Mortgages;

                                32
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<PAGE>

                    17.2.7.2.   Lender may exercise any or all of its 
                    rights under the Collateral Assignments;

                    17.2.7.3.   Lender may exercise any or all of its 
                    rights under the Security Agreement;.

                    17.2.7.4.   Lender may exercise any or all of its 
                    rights under the other Security Documents, if any;

                    17.2.7.5.   Lender may exercise any or all of its 
                    rights as a secured party under the UCC and any other
                    applicable Law; and

                    17.2.7.6.   Lender may sell or otherwise dispose of 
                    any or all of the Collateral at public or private sale
                    in a commercially reasonable manner, for cash or
                    credit, and after giving any notice as may be required
                    by any applicable Law.  Lender may postpone any such
                    sale from time to time by announcement at the time and
                    place of sale stated in the notice of sale or by
                    announcement at any adjourned sale without being
                    required to give a new notice of sale, all as Lender
                    deems advisable.  Lender may become the purchaser at
                    any such sale if permissible under applicable Law, and
                    Lender may, in lieu of actual payment of the purchase
                    price, offset the amount thereof against Borrower's
                    Loan Obligations owing to Lender, and Borrower agrees
                    that Lender has no obligation to preserve rights to
                    Collateral against prior parties or to marshal any
                    Collateral for the benefit of any Person.

                             In connection with the advertising for sale,
                    selling, or otherwise realizing upon any of the
                    Collateral securing the obligations of Borrower to
                    Lender, Lender may use and is hereby granted a license
                    to use, without charge or liability to Lender
                    therefor, any of Borrower's labels, trade names,
                    trademarks, trade secrets, service marks, patents,
                    patent applications, licenses, certificates of
                    authority, advertising materials, or any of Borrower's
                    other properties or interests in properties of similar
                    nature, to the extent that such use thereof is not
                    prohibited by agreements under which Borrower has
                    rights therein, and all of Borrower's rights under
                    license, franchise and similar agreements shall inure
                    to Lender's benefit.

            17.2.8. Miscellaneous.  Upon the occurrence of an Event 
            of Default and at any time thereafter, Lender may
            exercise any other rights and remedies available to
            Lender under the Loan Documents or otherwise available to
            Lender at law or in equity.

     17.3.  Application of Funds.  Any funds received by Lender with 
     respect to the Loan Obligations after acceleration of the Loan
     Obligations as provided herein, including proceeds of Collateral,
     shall be applied as follows:  (i) first, to reimburse Lender for
     any amounts due to Lender under Section 21.7; (ii) second, to
     reimburse to Lender all unreimbursed costs and expenses paid or
     incurred by Lender that are payable or reimbursable by Borrower
     hereunder; (iii) third, to reimburse to Lender all unreimbursed
     costs and expenses paid or incurred by Lender (including costs and
     expenses incurred by Lender as Lender that are not reimbursable as
     provided in the preceding clause) that are payable or reimbursable
     by Borrower hereunder; (iv) fourth, to payment of accrued and
     unpaid fees due under the Loan Documents and all other amounts due
     under the Loan Documents (other than the Revolving Loan and
     interest accrued 

                                33
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<PAGE>

     thereon); (v) fifth, to payment of interest accrued on the
     Revolving Loan and to all Interest Hedge Obligations (if any), pro
     rata; (vi) sixth, to payment of the Revolving Loan and all
     remaining Interest Hedge Obligations (if any), pro rata; and
     (vii) seventh, to payment of the other Loan Obligations.  Any
     amounts remaining after the application of funds and proceeds as
     provided in this Section shall be paid to Borrower, or to such
     other Persons as are legally entitled thereto.  

     17.4.  Limitation of Liability; Waiver.  Lender shall not be 
     liable to Borrower as a result of any commercially reasonable
     possession, repossession, collection or sale by Lender of
     Collateral; and Borrower hereby waives all rights of redemption
     from any such sale and the benefit of all valuation, appraisal and
     exemption laws.  If Lender seeks to take possession of any of the
     Collateral by replevin or other court process after an Event of
     Default, Borrower hereby irrevocably waives (i) the posting of any
     bonds, surety and security relating thereto required by any
     statute, court rule or otherwise as an incident to such
     possession, (ii) any demand for possession of the Collateral prior
     to the commencement of any suit or action to recover possession
     thereof, (iii) any requirement that Lender retain possession and
     not dispose of any Collateral until after trial or final judgment,
     and (iv) to the extent permitted by applicable law, all rights to
     notice and hearing prior to the exercise by Lender of its right to
     repossess the Collateral without judicial process or to replevy,
     attach or levy upon the Collateral without notice or hearing. 
     Lender shall not have any obligation to preserve rights to the
     Collateral or to marshall any Collateral for the benefit of any
     Person.

     17.5.  Notice.  Any notice of intended action required to be 
     given by either Lender (including notice of a public or private
     sale of Collateral), if given as provided in Section 22.1 at least
     10 days prior to such proposed action, shall be effective and
     constitute reasonable and fair notice to Borrower.

18.  Changes in Circumstances.  

     18.1.  Compensation for Increased Costs and Reduced Returns; 
     Capital Adequacy.  

            18.1.1. Increased Costs or Reduced Returns to Lender.  
            If, after the date hereof, the adoption of any applicable
            Law or any change in any applicable Law or any change in
            the interpretation or administration thereof by any
            Governmental Authority charged with the interpretation or
            administration thereof, or compliance by Lender (or the
            Lending Office) with any request or directive (whether or
            not having the force of law) of any such Governmental
            Authority:

               18.1.1.1.   subjects Lender (or the Lending Office) 
               to any Tax with respect to any LIBOR Tranche or its
               obligation to make any Advance that will be a LIBOR
               Tranche, or change the basis of taxation of any
               amounts payable to Lender (or the Lending Office)
               under this Agreement in respect of any LIBOR Tranche
               (other than Taxes imposed on the overall net income of
               Lender by the jurisdiction in which Lender has its
               principal office or the Lending Office);

               18.1.1.2.   imposes, modifies, or deems applicable 
               any reserve, special deposit, assessment, compulsory
               loan or similar requirement (other than the Reserve
               Requirement) relating to any extensions of credit or
               other assets of, or any deposits with or other
               liabilities or commitments of, Lender (or the Lending
               Office), including the Commitments of Lender
               hereunder; or

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               18.1.1.3.   imposes on Lender (or the Lending 
               Office), or the London interbank market, any other
               condition affecting this Agreement, the Commitments or
               any of the Loan Obligations;

               and the result of any of the foregoing is to increase
               the cost to Lender (or the Lending Office) of making,
               converting into, continuing, or maintaining any
               Tranches or to reduce any sum received or receivable
               by Lender (or the Lending Office) under this Agreement
               or any of the other Loan Documents with respect to a
               Trance, then Borrower shall pay to Lender on demand
               such amount or amounts as will compensate Lender for
               such increased cost or reduction.  If Lender requests
               compensation by Borrower under this Section Borrower
               may, by notice to Lender, suspend the obligation of
               Lender to make Advances that will become, or continue,
               Tranches of the type with respect to which such
               compensation is requested, or to convert Tranches of
               any other type into Tranches of such type, until the
               event or condition giving rise to such request ceases
               to be in effect (in which case the provisions of
               Section 18.5 shall be applicable); provided, however,
               that such suspension shall not affect the right of
               Lender to receive the compensation so requested.

            18.1.2. Capital Adequacy.  If at any time after the date 
            hereof Lender determines that the adoption of any
            applicable Law regarding capital adequacy or any change
            therein or in the interpretation or administration
            thereof by any governmental authority, charged with the
            interpretation or administration thereof, or any request
            or directive regarding capital adequacy (whether or not
            having the force of law) of any such Governmental
            Authority, has or would have the effect of reducing the
            rate of return on the capital of Lender or any
            corporation controlling Lender as a consequence of
            Lender's obligations hereunder to a level below that
            which Lender or such corporation could have achieved but
            for such adoption, change, request, or directive (taking
            into consideration its policies with respect to capital
            adequacy), then from time to time upon demand Borrower
            shall pay to Lender such additional amount or amounts as
            will compensate Lender for such reduction.

            18.1.3. Notice to Borrower.  Lender shall promptly 
            notify Borrower of any event of which it has knowledge,
            occurring after the date hereof, which will entitle
            Lender to compensation pursuant to this Section 18.1 and
            will designate a different Lending Office if such
            designation will avoid the need for, or reduce the amount
            of, such compensation and will not, in the judgment of
            Lender, be otherwise disadvantageous to it.  If Lender
            claims compensation under this Section, Lender will
            furnish to Borrower a statement stating the additional
            amount or amounts to be paid to it hereunder, which shall
            be conclusive in the absence of manifest error.  In
            determining such amount, Lender may use any reasonable
            averaging and attribution methods.

     18.2.  Limitations on LIBOR Tranches.  If on or prior to the 
     first day of any Interest Period for any LIBOR Tranche:

            18.2.1.   Lender determines (which determination shall 
            be conclusive) that by reason of circumstances affecting
            the relevant market, adequate and reasonable means do not
            exist for ascertaining the LIBO Rate for such Interest
            Period; or

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<PAGE>

            18.2.2.   Lender determines (which determination shall 
            be conclusive) that the LIBO Rate will not adequately and
            fairly reflect the cost to Lender of funding LIBOR
            Tranches for such Interest Period;

            then Lender will give Borrower prompt notice thereof, and
            while such condition remains in effect, Lender will have
            no obligation to make additional Advances that will be
            LIBOR Tranches, to continue LIBOR Tranches, or to convert
            Alternate Base Rate Tranches into LIBOR Tranches. 

     18.3.  Illegality.  Notwithstanding any other provision of this 
     Agreement, in the event that it becomes unlawful for Lender or the
     Lending Office to make Advances that will be LIBOR Tranches or
     maintain LIBOR Tranches hereunder, then Lender shall promptly
     notify Borrower thereof and Lender's obligation to do so or to
     convert Alternate Base Rate Tranches into LIBOR Tranches shall be
     suspended until such time as Lender may again do so, and Lender's
     outstanding LIBOR Tranches shall be converted into Alternate Base
     Rate Tranches in accordance with Section 18.5.

     18.4.  Compensation.  Upon the request of Lender, Borrower shall 
     pay to Lender such amount or amounts as will be sufficient (in the
     reasonable determination of Lender) to compensate it for any loss,
     cost, or expense (including loss of anticipated profits) incurred
     by it as a result of:

            18.4.1.   any payment, prepayment, or conversion of a 
            LIBOR Tranche for any reason (including, without
            limitation, the acceleration of the Revolving Loan
            pursuant to the terms hereof) on a date other than the
            last day of the Interest Period for such LIBOR Tranche;
            or

            18.4.2.   any failure by Borrower for any reason (other 
            than pursuant to Section 18.2 or 18.3) to take an Advance
            that is requested to be a LIBOR Tranche or to convert,
            continue, or prepay a LIBOR Tranche on the date therefor
            specified in the relevant request for an Advance or
            notice of prepayment, continuation, or conversion under
            this Agreement.

            If Lender claims compensation under this Section 18.4,
            Lender shall furnish a certificate to Borrower that
            states the amount to be paid to it hereunder and includes
            a description in reasonable detail of the method used by
            Lender in calculating such amount.  Borrower shall have
            the burden of proving that the amount of any such
            compensation calculated by Lender is not correct.  Any
            compensation payable by Borrower to Lender under this
            Section shall be payable without regard to whether Lender
            has funded any Advance or LIBOR Tranche through the
            purchase of deposits in an amount or of a maturity
            corresponding to the deposits used as a reference in
            determining the LIBO Rate as provided herein.

     18.5.  Treatment of Affected Tranches.  If the obligation of 
     Lender to make an Advance that will be a LIBOR Tranche or to
     continue any LIBOR Tranche or to convert any Alternate Base Rate
     Tranche into a LIBOR Tranche shall be suspended pursuant to
     Section 18.2 or 18.3, each such Tranche shall be automatically and
     immediately converted into an Alternate Base Rate Tranche on the
     last day of its Interest Period (or, in the case of a conversion
     required by Section 18.3, on such earlier date as Lender may
     specify to Borrower).  Unless and until Lender gives notice as
     provided below that the circumstances specified in Section 18.2 or
     18.3 that gave rise to such conversion no longer exist:

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<PAGE>

            18.5.1.   to the extent that such Tranches have been so 
            converted, all payments and prepayments of principal that
            would otherwise be applied to such Tranches shall
            continue to be made and applied as provided for herein;
            and

            18.5.2.   all Advances by Lender that would otherwise 
            become LIBOR Tranches and all LIBOR Tranches that would
            otherwise be continued by Lender as LIBOR Tranches shall
            become or be continued instead as Alternate Base Rate
            Tranches, and all Alternate Base Rate Tranches that would
            otherwise be converted into LIBOR Tranches shall be
            converted instead into (or shall remain as) Alternate
            Base Rate Tranches.

            Lender shall give prompt notice to Borrower if and when
            the circumstances specified in Section 18.2 or 18.3 that
            gave rise to the conversion of such Tranches pursuant to
            this Section 18.5 no longer exist.

19.  Taxes.  
     
     19.1.  Gross-Up.  All payments by Borrower to or for the account 
     of Lender hereunder or under any other Loan Document shall be made
     free and clear of and without deduction for all present or future
     Taxes, excluding franchise Taxes and Taxes imposed on Lender's net
     income, by the jurisdiction under the Laws of which Lender is
     organized or the Lending Office is located or any political
     subdivision thereof.  If Borrower is required by Law to deduct any
     Taxes from or in respect of any sum payable under this Agreement
     or any other Loan Document to Lender, (i) the sum payable shall be
     increased as necessary so that after making all required
     deductions (including deductions applicable to additional sums
     payable under this Section) Lender receives an amount equal to the
     sum it would have received had no such deductions been made, (ii)
     Borrower shall make such deductions, (iii) Borrower shall pay the
     full amount deducted to the relevant taxation authority or other
     authority in accordance with applicable Law, and (iv) Borrower
     shall furnish to Lender, at its address referred to herein, the
     original or a certified copy of a receipt evidencing payment
     thereof.  In addition, Borrower agrees to pay any and all present
     or future Impositions.  "Impositions" include stamp or documentary
     taxes and any other excise or property taxes or charges or similar
     levies which arise from the Loan Obligations, any payment made
     under this Agreement or any other Loan Document or from the
     execution or delivery of, or otherwise with respect to, the Loan
     Obligations, this Agreement or any other Loan Document.  Borrower
     agrees to indemnify Lender for the full amount of all Impositions
     and Taxes, excluding franchise Taxes and Taxes imposed on Lender's
     net income, (including any such Taxes or Impositions imposed or
     asserted by any jurisdiction on amounts payable under this
     Section) paid by Lender and any liability (including penalties,
     interest and expenses) arising therefrom or with respect thereto. 
     Within thirty days after the date of any payment of Taxes,
     Borrower shall furnish Lender the original or a certified copy of
     a receipt evidencing such payment.

     19.2.  Lender's Undertaking.  If Borrower is required to pay 
     additional amounts to or for the account of Lender pursuant to
     Section 19.1, then Lender will use reasonable efforts to change
     the jurisdiction of the Lending Office so as to eliminate or
     reduce any such additional payment which may thereafter accrue if
     such change, in the judgment of Lender, is not otherwise
     disadvantageous to Lender.

20.  Usury Limitations.  Notwithstanding any provisions to the contrary
in Section 4 or elsewhere in any of the Loan Documents, Borrower shall
not be obligated to pay interest at a rate which exceeds the maximum
rate permitted by Law.  If, but for this Section 20, Borrower would be
deemed obligated to pay interest at a rate which exceeds the maximum
rate permitted by Law, or if any of the Loan Obligations is 

                                37
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<PAGE>

paid or becomes payable before its originally scheduled Maturity and as
a result Borrower has paid or would be obligated to pay interest at such
an excessive rate, then (i) Borrower shall not be obligated to pay
interest to the extent it exceeds the interest that would be payable at
the maximum rate permitted by Law; (ii) if the outstanding Loan
Obligations have not been accelerated as provided in Section 17.2.2, any
such excess interest that has been paid by Borrower shall be refunded;
(iii) if the outstanding Loan Obligations have been accelerated as
provided in Section 17.2.2, any such excess that has been paid by
Borrower shall be applied to the Loan Obligations as provided in Section
17.3; and (iv) the effective rate of interest shall be deemed
automatically reduced to the maximum rate permitted by Law.

21.  General.  

     21.1.  Lender's Right to Cure.  Lender may from time to time, in 
     its absolute discretion, for Borrower's account and at Borrower's
     expense, pay any amount or do any act required of Borrower under
     the Loan Documents or requested by Lender to preserve, protect,
     maintain or enforce the Loan Obligations, the Collateral or
     Lender's Security Interests therein, and which Borrower fails to
     pay or do, including payment of any judgment against Borrower,
     insurance premium, Taxes or assessments, warehouse charge,
     finishing or processing charge, landlord's claim, and any other
     Security Interest upon or with respect to the Collateral.  All
     payments that Lender makes pursuant to this Section and all out-
     of-pocket costs and expenses that Lender pays or incurs in
     connection with any action taken by them hereunder shall be a part
     of the Loan Obligations, the repayment of which shall be secured
     by the Collateral.  Any payment made or other action taken by
     Lender pursuant to this Section shall be without prejudice to any
     right to assert an Event of Default hereunder and to pursue
     Lender's other rights and remedies with respect thereto.

     21.2.  Rights Not Exclusive.  Every right granted to Lender 
     hereunder or under any other Loan Document or allowed to them at
     law or in equity shall be deemed cumulative and may be exercised
     from time to time.

     21.3.  Survival of Agreements.  All covenants and agreements 
     made herein and in the other Loan Documents shall survive the
     execution and delivery of this Agreement, the Note and other Loan
     Documents and the making of every Advance.  All agreements,
     obligations and liabilities of Borrower under the Loan Documents
     concerning the payment of money to Lender, including Borrower's
     obligations under Sections 21.6 and 21.7, but excluding the
     obligation to repay the Revolving Loan and interest accrued
     thereon, shall survive the repayment in full of the Revolving Loan
     and interest accrued thereon, the return of the Note to Borrower,
     and the termination or cancellation of the Commitments.

     21.4.  Sale of Participations.  Lender may sell participations 
     to one or more banks or other entities in all or a portion of its
     rights and obligations under this Agreement provided that the
     terms of sale satisfy the following requirements:

            21.4.1.   Lender's obligations under this Agreement 
            shall remain unchanged.

            21.4.2.   Lender shall remain solely responsible to the 
            other parties hereto for the performance of such
            obligations.

            21.4.3.   Lender shall remain the holder of the Note for 
            the purpose of this Agreement.

            21.4.4.   Borrower and Lender shall continue to deal 
            solely and directly with each other in connection with
            Lender's rights and obligations under this Agreement and
            with 

                                38
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<PAGE>

            regard to Advances and payments to be made under this
            Agreement.  Participation agreements between Lender and
            its participants may, however, provide that Lender will
            obtain the approval of such participant prior to Lender
            agreeing to any amendment or waiver of any provisions of
            this Agreement which would (i) extend the maturity of the
            Note, (ii) reduce the interest rate on the Revolving
            Loan, (iii) increase any of the Commitments of Lender, or
            (iv) release all or any substantial part of the
            Collateral other than in accordance with the terms of the
            Loan Documents.

            The sale of any such participations which require
            Borrower to file a registration statement with the SEC or
            under the securities laws of any state shall not be
            permitted.

     21.5.  Assignments to Affiliates.  Lender may assign all or any 
     portion of its interest in the Revolving Loan to its Affiliates
     without the acceptance or consent of Lender or Borrower, and may
     assign all or any portion of its interest in the Revolving Loan to
     the Federal Reserve Bank without acceptance or approval of
     Borrower.

     21.6.  Payment of Expenses.  Borrower agrees to pay or reimburse 
     to Lender all of Lender's out-of-pocket costs incurred in
     connection with Lender's due diligence review before execution of
     the Loan Documents; the negotiation and preparation of the
     commitment letters and the Loan Documents; the perfection of any
     Lender's Security Interest in any Collateral; the interpretation
     of any of the Loan Documents; the enforcement of Lender's rights
     and remedies under the Loan Documents after a Default or Event of
     Default; any amendment of or supplementation to any of the Loan
     Documents; and any waiver, consent or forbearance with respect to
     any Default or Event of Default.  Borrower further agrees to pay
     or reimburse to Lender all of Lender's out-of-pocket costs
     incurred in connection with the enforcement of Lender's rights and
     remedies under the Loan Documents after a Default or Event of
     Default.  Out-of-pocket costs may include but are not limited to
     the following, to the extent they are actually paid or incurred:
     title insurance fees and premiums; the cost of searches for
     Security Interests existing against Borrower; recording and filing
     fees; fees for all required appraisals; environmental consultant
     fees; litigation costs; and all attorneys' and paralegals'
     expenses and reasonable fees.  Attorneys' and paralegals' expenses
     may include but are not limited to filing charges; telephone, data
     transmission, facsimile and other communication costs; courier and
     other delivery charges; and photocopying charges.  Litigation
     costs may include but are not limited to filing fees, deposition
     costs, expert witness fees, expenses of service of process, and
     other such costs paid or incurred in any administrative,
     arbitration, or court proceedings involving Lender and Borrower,
     including proceedings under the Federal Bankruptcy Code.  All
     costs which Borrower is obligated to pay or reimburse to Lender
     are Loan Obligations payable to Lender, secured by the Collateral,
     and are payable on Lender's demand. 

     21.7.  General Indemnity.  
     
            21.7.1.   Borrower shall indemnify and hold harmless Lender
            and its directors, officers, employees, agents, and
            representatives (the "Indemnified Parties") for, from and
            against, and promptly reimburse the Indemnified Parties
            for, any and all claims, damages, liabilities, losses,
            costs and expenses (including reasonable attorneys' fees
            and expenses and amounts paid in settlement) incurred,
            paid or sustained by the Indemnified Parties in
            connection with, arising out of, based upon or otherwise
            involving or resulting from any threatened, pending or
            completed action, suit, investigation or other proceeding
            by, against or otherwise involving the Indemnified
            Parties and in any way dealing with, 


                                39
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<PAGE>
            relating to or otherwise involving this Agreement, any of
            the other Loan Documents, or any transaction contemplated
            hereby or thereby, except to the extent that they arise
            from the gross negligence, bad faith or willful
            misconduct of any of the Indemnified Parties.  Borrower
            shall indemnify and hold harmless the Indemnified Parties
            for, from and against, and promptly reimburse the
            Indemnified Parties for, any and all claims, damages,
            liabilities, losses, costs and expenses (including
            reasonable attorneys' and consultant fees and expenses,
            investigation and laboratory fees, removal, remedial,
            response and corrective action costs, and amounts paid in
            settlement) incurred, paid or sustained by the
            Indemnified Parties as a result of the manufacture,
            storage, transportation, release or disposal of any
            Hazardous Material on, from, over or affecting any of the
            Collateral or any of the assets, properties, or
            operations of Borrower or any predecessor in interest,
            directly or indirectly, except to the extent that they
            arise from the gross negligence, bad faith or willful
            misconduct of any of the Indemnified Parties.

            21.7.2.   The obligations of Borrower under this Section 
            21.7 shall survive the termination or cancellation of the
            Commitments, the payment and satisfaction of all of the
            Loan Obligations, and the release of the Collateral.

            21.7.3.   To the extent that any of the indemnities 
            required from Borrower under this Section are
            unenforceable because they violate any Law or public
            policy, Borrower shall pay the maximum amount which it is
            permitted to pay under applicable Law.

     21.8.  Loan Records.  The date and amount of all Advances and 
     payments of amounts due from Borrower under the Loan Documents
     will be recorded in the records that Lender normally maintains for
     such types of transactions.  The failure to record, or any error
     in recording, any of the foregoing shall not, however, affect the
     obligation of Borrower to repay the Revolving Loan and other
     amounts payable under the Loan Documents.  Borrower shall have the
     burden of proving that Lender's records are not correct.  Borrower
     agrees that Lender's books and records showing the Loan
     Obligations and the transactions pursuant to this Agreement shall
     be admissible in any action or proceeding arising therefrom, and
     shall constitute prima facie proof thereof, irrespective of
     whether any Loan Obligation is also evidenced by a promissory note
     or other instrument.  Any statement that Lender provides to
     Borrower of Advances, payments, and other transactions pursuant to
     this Agreement shall be deemed correct, accurate and binding on
     Borrower and an account stated (except for reversals and
     reapplications of payments as provided in Section 8.4 and
     corrections of errors discovered by Lender), unless Borrower
     notifies Lender in writing to the contrary within 30 days after
     such statement is rendered.  In the event a timely written notice
     of objections is given by Borrower, only the items to which
     exception is expressly made will be considered to be disputed by
     Borrower.

     21.9.  Other Security and Guaranties.  Lender may, without 
     notice or demand and without affecting Borrower's obligations
     hereunder, from time to time: (a) take from any Person and hold
     collateral (other than the Collateral) for the payment of all or
     any part of the Loan Obligations and exchange, enforce and release
     such collateral or any part thereof; and (b) accept and hold any
     endorsement or guaranty of payment of all or any part of the Loan
     Obligations and release or substitute any such endorser or
     guarantor, or any Person who has given any Security Interest in
     any other collateral as security for the payment of all or any
     part of the Loan Obligations, or any other Person in any way
     obligated to pay all or any part of the Loan Obligations.

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<PAGE>

22.  Miscellaneous.  

     22.1.  Notices.  All notices, consents, requests and demands to 
     or upon the respective parties hereto shall be in writing, and
     shall be deemed to have been given or made when delivered in
     person to those Persons listed on the signature pages hereof or
     two days after being deposited in the United States mail, postage
     prepaid, or, in the case of telegraphic notice, or the overnight
     courier services, when delivered to the telegraph company or
     overnight courier service, or in the case of telex or telecopy
     notice, when sent, verification received, in each case addressed
     as set forth on the signature pages hereof, or such other address
     as either party may designate by notice to the other in accordance
     with the terms of this paragraph.  No notice given to or demand
     made on Borrower by any Lender in any instance shall entitle
     Borrower to notice or demand in any other instance.

     22.2.  Amendments, Waivers and Consents.  Unless otherwise 
     provided herein, no amendment to or waiver of any provision of
     this Agreement, or of any of the other Loan Documents, nor consent
     to any departure by Borrower herefrom or therefrom, shall be
     effective unless it is in writing and signed by authorized
     officers of Borrower and Lender.  No notice to or demand on
     Borrower in any case shall entitle Borrower to any other or
     further notice or demand in similar or other circumstances.  No
     failure by any Lender to exercise, and no delay by any Lender in
     exercising, any right, remedy, power or privilege hereunder shall
     operate as a waiver thereof, nor shall any single or partial
     exercise by Lender of any right, remedy, power or privilege
     hereunder preclude any other exercise thereof, or the exercise of
     any other right, remedy, power or privilege.  Each and every right
     granted to Lender hereunder or under any other Loan Document or
     other document delivered hereunder or in connection with this
     Agreement or allowed to them at law or in equity shall be deemed
     cumulative and may be exercised from time to time.

     22.3.  Successors and Assigns.  This Agreement shall be binding 
     upon and inure to the benefit of the parties hereto and all future
     holders of the Note and their respective successors and assigns,
     except that Borrower may not assign, delegate or transfer any of
     its rights or obligations under this Agreement without the prior
     written consent of Lender.  With respect to Borrower's successors
     and assigns, such successors and assigns shall include any
     receiver, trustee or debtor-in-possession of or for Borrower.

     22.4.  Severability.  Any provision of this Agreement which is 
     prohibited, unenforceable or not authorized in any jurisdiction
     shall, as to such jurisdiction, be ineffective to the extent of
     such prohibition, unenforceability or lack of authorization
     without invalidating the remaining provisions hereof or affecting
     the validity, enforceability or legality of such provision in any
     other jurisdiction unless the ineffectiveness of such provision
     would result in such a material change as to cause completion of
     the transactions contemplated hereby to be unreasonable.

     22.5.  Counterparts.  This Agreement may be executed by the 
     parties hereto on any number of separate counterparts, and all
     such counterparts taken together shall constitute one and the same
     instrument.  It shall not be necessary in making proof of this
     Agreement to produce or account for more than one counterpart
     signed by the party to be charged.

     22.6.  Governing Law; No Third Party Rights.  This Agreement, 
     the other Loan Documents and the Note and the rights and
     obligations of the parties hereunder and thereunder shall be
     governed by and construed and interpreted in accordance with the
     internal laws of the State of Missouri applicable to contracts
     made and to be performed wholly within such state, without regard
     to choice or conflict of laws provisions; except that the
     provisions of the Loan Documents pertaining to the creation or
     perfection of Security Interests or the enforcement of the rights
     of 

                                41
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<PAGE>

     Lender in Collateral located in states other than Missouri, if
     any, and other related matters subject to the law of such states,
     shall be governed by the laws of such States.  This Agreement is
     solely for the benefit of the parties hereto and their respective
     successors and assigns, and no other Person shall have any right,
     benefit, priority or interest under, or because of the existence
     of, this Agreement.

     22.7.  Counterpart Facsimile Execution.  For purposes of this 
     Agreement, a document (or signature page thereto) signed and
     transmitted by facsimile machine or telecopier is to be treated as
     an original document.  The signature of any Person thereon, for
     purposes hereof, is to be considered as an original signature, and
     the document transmitted is to be considered to have the same
     binding effect as an original signature on an original document. 
     At the request of any party hereto, any facsimile or telecopy
     document is to be re-executed in original form by the Persons who
     executed the facsimile or telecopy document.  No party hereto may
     raise the use of a facsimile machine or telecopier or the fact
     that any signature was transmitted through the use of a facsimile
     or telecopier machine as a defense to the enforcement of this
     Agreement or any amendment or other document executed in
     compliance with this Section.

     22.8.  No Other Agreements.  There are no other agreements 
     between Lender and Borrower, oral or written, concerning the
     subject matter of the Loan Documents, and all prior agreements
     concerning the same subject matter, including the Commitment
     Letter, are merged into the Loan Documents and thereby
     extinguished.

     22.9.  Incorporation By Reference.  All of the terms of the 
     other Loan Documents are incorporated in and made a part of this
     Agreement by this reference.

     22.10. Negotiated Transaction.  Borrower and Lender represent 
     one to the other that in the negotiation and drafting of this
     Agreement they have been represented by and have relied upon the
     advice of counsel of their choice.  Borrower and Lender affirm
     that their counsel have both had substantial roles in the drafting
     and negotiation of this Agreement and, therefore, this Agreement
     shall be deemed drafted by both Borrower and Lender, and the rule
     of construction to the effect that any ambiguities are to be
     resolved against the drafter shall not be employed in the
     interpretation of this Agreement.

     22.11. Mandatory Arbitration.  Any controversy or claim between 
     or among the parties hereto including but not limited to those
     arising out of or relating to this instrument or any other
     document evidencing or securing the loan transaction herein
     involved, or any related agreements or instruments, including any
     claim based on or arising from an alleged tort, shall be
     determined by binding arbitration in accordance with the Federal
     Arbitration Act (or if not applicable, the applicable state law),
     as promulgated from time to time by the Rules Of Practice And
     Procedure for The Arbitration Of Commercial Disputes of Judicial
     Arbitration and Mediation Services, Inc., predecessor in interest
     to Endispute, Inc., doing business as "J.A.M.S./ENDISPUTE" and the
     "special rules" set forth below.  In the event of any
     inconsistency, the special rules shall control.  judgment upon any
     arbitration award may be entered in any court having jurisdiction. 
     Any party to such document may bring an action, including a
     summary or expedited proceeding, to compel arbitration of any
     controversy or claim to which this agreement applies in any court
     having jurisdiction over such action.

            22.11.1.     Special Rules.  The arbitration shall be 
            conducted in the City or County of St. Louis, Missouri
            and administered by J.A.M.S./ENDISPUTE who will appoint
            an arbitrator; if J.A.M.S./ENDISPUTE is unable or legally
            precluded from administering 


                                42
<PAGE>
<PAGE>
            the arbitration, then the American Arbitration
            Association will serve.  All arbitration hearings will be
            commenced within ninety (90) calendar days of the demand
            for arbitration; further, the arbitrator shall only, upon
            a showing of cause, be permitted to extend the
            commencement of such hearing for up to an additional
            sixty (60) calendar days.

            22.11.2.     Reservation Of Rights.  Nothing in this 
            agreement shall be deemed to (i) limit the applicability
            of any otherwise applicable statutes of limitation or
            repose and any waivers contained in this note; or (ii) be
            a waiver by Lender of the protection afforded to it by 12
            U.S.C. SEC. 91 or any substantially equivalent state law;
            or (iii) limit the right of Lender (a) to exercise self
            help remedies such as (but not limited to) setoff, or (b)
            to foreclose against any real or personal property
            collateral, or (c) to obtain from a court provisional or
            ancillary remedies such as (but not limited to)
            injunctive relief or the appointment of a receiver. 
            Lender may exercise such self help rights, foreclose upon
            such property, or obtain such provisional or ancillary
            remedies before, during or after the pendency of any
            arbitration proceeding brought pursuant to this note.  At
            Lender's option, foreclosure under a deed of trust or
            mortgage may be accomplished by any of the following: 
            the exercise of a power of sale under the deed of trust
            or mortgage, or by judicial sale under the deed of trust
            or mortgage, or by judicial foreclosure.  Neither the
            exercise of self help remedies nor the institution or
            maintenance of an action for foreclosure or provisional
            or ancillary remedies shall constitute a waiver of the
            right of any party, including the claimant in any such
            action, to arbitrate the merits of the controversy or
            claim occasioning resort to such remedies.  No provision
            in the Loan Documents regarding submission to
            jurisdiction and/or venue in any court is intended or
            shall be construed to be in derogation of the provisions
            in any Loan Document for arbitration of any controversy
            or claim.

23.  Choice of Forum.  WITHOUT INTENDING TO ALTER OR LIMIT THE
PROVISIONS OF SECTION 22.11, SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
SENTENCE, BORROWER AND LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION
OF THE FEDERAL COURTS OF THE EASTERN DISTRICT OF MISSOURI, AND THE STATE
COURTS OF MISSOURI LOCATED IN ST. LOUIS COUNTY OR THE CITY OF ST. LOUIS,
MISSOURI, AND WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS
WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREE THAT ANY
DISPUTE CONCERNING THE RELATIONSHIP BETWEEN LENDER AND BORROWER OR THE
CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE. 
NOTWITHSTANDING THE FOREGOING: (1) LENDER SHALL HAVE THE RIGHT TO BRING
ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY COURTS
OF ANY OTHER JURISDICTION LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER
TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN
OBLIGATIONS, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY
APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

24.  Service of Process.  BORROWER HEREBY WAIVES PERSONAL SERVICE OF
ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
DIRECTED TO BORROWER AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES
HEREOF, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5)
DAYS AFTER THE SAME SHALL 

                                43
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<PAGE>

HAVE BEEN SO DEPOSITED IN THE U.S. MAILS CERTIFIED OR REGISTERED. 
NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF LENDER TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

25.  Jury Trial.  BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR (2) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE.  BORROWER AND LENDER AGREE AND CONSENT
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY AND THAT ANY OF THEM MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.

26.  Statutory Notice.  The following notice is given pursuant to
Section 432.045 of the Missouri Revised Statutes; nothing contained in
such notice shall be deemed to limit or modify the terms of the Loan
Documents:  

     ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
     FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
     EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT YOU
     (BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR
     DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
     CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
     STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE IN WRITING TO MODIFY IT.

     

                  [SIGNATURE PAGE FOLLOWS]


                                44
<PAGE>
<PAGE>


     IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by appropriate duly authorized officers as of the date first
above written.

     
     INTRAV, INC.                           NATIONSBANK, N.A.
     by its Executive Vice President and    by its Senior Vice President
     Chief Financial Officer



     /s/ Wayne L. Smith, II                        /s/ Keith M. Schmelder
     -----------------------------------    ----------------------------------- 
             Wayne L. Smith, II                    Keith M. Schmelder

     Notice Address:                        Notice Address:

     7711 Bonhomme Avenue                   800 Market Street
     St. Louis, MO  63105                   St. Louis, MO 63101
                                            Attn: Keith M. Schmelder
     FAX # 314-727-2533                     Mail Code M01-800-12-01
     TEL # 314-727-0500
                                            FAX # 314-466-7783
                                            TEL # 314-466-6642



                                45





<PAGE>
<PAGE>

                             EXHIBIT 2.1
                             -----------
                             
                 GLOSSARY AND INDEX OF DEFINED TERMS

"Account Debtor": the obligor on any Account.

"Account": as to any Person, the right of such Person to payment for
goods sold or leased or for services rendered by such Person.

"Adjusted LIBO Rate": for any LIBO Tranche for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) determined by Lender to be equal to the quotient
obtained by dividing (a) the LIBO Rate for such LIBO Tranche for such
Interest Period by (b) the result of subtracting from one the Reserve
Requirement for such LIBO Tranche for such Interest Period expressed as
a decimal.

"Advance Date": the date when an Advance is requested by Borrower to be
made as provided herein, or in the case of the initial Advance, the date
when such Advance is made.

"Advance": an advance to Borrower under the Revolving Commitment.

"Affiliate": with respect to any Person, (a) any other Person who is a
partner, director, officer or stockholder of such Person; and (b) any
other Person which, directly or indirectly, is in control of, is
controlled by or is under common control with such Person, and any
partner, director, officer or stockholder of such other Person
described.  For purposes of this Agreement, control of a Person by
another Person shall be deemed to exist if such other Person has the
power, directly or indirectly, either to (i) vote twenty percent (20%)
or more of the securities having the power to vote in an election of
directors of such Person, or (ii) direct the management of such Person,
whether by contract or otherwise and whether alone or in combination
with others.

"Alternate Base Rate Tranche": a Tranche on which interest accrues at
the Alternate Base Rate.

"Alternate Base Rate" is defined in Section 4.2.

"Acquisition Agreement": the Agreement for Purchase and Sale of Stock by
and among Intrav, Inc., Clipper Cruise Line, Inc., Republic Cruise Line,
Inc., Liberty Cruise Line, Inc. Clipper Adventure Cruises, Inc., and
Windsor, Inc. date November 13, 1996.

"Assigned Collateral": any tangible or intangible property of Borrower,
now owned or hereafter acquired, other than the Real Property
Collateral, the Real Property Leased Collateral and the Personal
Property Collateral in which Lender holds or will hold a Security
Interest under a Collateral Assignment to secure payment or performance
of any of the Loan Obligations as required or contemplated under Section
9.3, and all proceeds thereof.

"Borrowing Officer": each officer of Borrower who is authorized to
submit a request for an Advance or the issuance of a Letter of Credit.

"Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required to close under the
laws of either the United States or the States of Missouri.

                                i 

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<PAGE>

"Capital Expenditure": an expenditure for an asset that must be
depreciated or amortized under GAAP, for goodwill, or for any asset that
under GAAP must be treated as a capital asset, including payments under
Capital Leases.  An expenditure for purposes of this definition includes
any deferred or seller financed portion of the purchase price of an
asset and the original capitalized amount of a Capital Lease.

"Capital Lease": any lease that has been or should be capitalized under
GAAP.

"Charter Documents": the articles or certificate of incorporation and
bylaws of a corporation; the certificate of limited partnership and
partnership agreement of a limited partnership; the partnership
agreement of a general partnership; the articles of organization of a
limited liability company; or the indenture of a trust.

"Clipper Acquisition Contingency": the aggregate amount, if any, that
Borrower is required to pay to Windsor, Inc. or to its order or assigns
under that certain Promissory Note of Borrower dated December 31, 1996,
payable to the order of Windsor, Inc. in a principal amount not to
exceed $3,000,000, as the same may from time to time be amended,
modified, extended or renewed.

"Code": the Internal Revenue Code of 1986 and all regulations thereunder
of the IRS.

"Collateral Assignment": any of the collateral assignments required or
contemplated under Section 9.3 to be executed and delivered to Lender.

"Collateral": all of the Real Property Leased Collateral, Personal
Property Collateral, Assigned Collateral and other property in which
Lender has a Security Interest to secure payment or performance of the
Loan Obligations.

"Commitments": the Revolving Commitment and the Letter of Credit
Commitment.

"Contract": any contract, note, bond, indenture, deed, mortgage, deed of
trust, security agreement, pledge, hypothecation agreement, assignment,
or other agreement or undertaking, or any security.

"Conversion Date" is defined in Section 4.4.

"Default": any of the events listed in Section 17.1 of this Agreement,
without giving effect to any requirement for the giving of notice, for
the lapse of time, or both, or for the happening of any other condition,
event or act.

"Disclosure Schedule": the Disclosure Schedule of Borrower attached
hereto as Exhibit 12.

"DOL": the United States Department of Labor.

"Dollars": and the sign "$", lawful money of the United States.

"EBITDA" is defined in Section 16.1.

"Effective Date": the date when this Agreement is effective as provided
in Section 1.

"Employment Law": ERISA, the Occupational Safety and Health Act, the
Fair Labor Standards Act, or any other Law pertaining to the terms or
conditions of labor or safety in the workplace or discrimination or
sexual harassment in the workplace.

                                ii

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<PAGE>

"Encumbrance": as to any item of real or personal property, any
easement, right-of-way, license, condition, or restrictive covenant, or
zoning or similar restriction, that is not a Security Interest but is
enforceable by any Person other than the record owner of such property.

"Environmental Law": the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act,
the Clean Water Act, the Clean Air Act, or any other Law pertaining to
environmental quality or remediation of Hazardous Material.

"EPA": the United States Environmental Protection Agency.

"ERISA Affiliate": as to any Person, any trade or business (irrespective
of whether incorporated) which is a member of a group of which such
Person is a member and thereafter treated as a single employer under
Section 414(b), (c), (m) or (o) of the Code or applicable Treasury
Regulations.

"ERISA": the Employee Retirement Income Security Act of 1974.

"Event of Default": any of the events listed in Section 17.1 of this
Agreement as to which any requirement for the giving of notice, for the
lapse of time, or both, or for the happening of any further condition,
event or act has been satisfied.

"Execution Date": the date when this Agreement has been executed.

"Existing Default": a Default which has occurred and is continuing, or
an Event of Default which has occurred, and which has not been waived in
writing by Lender.

"Financial Statements": financial statements of Borrower that are
furnished to Lender as required in Section 14.12 of this Agreement.

"Fixed Charges" is defined in Section 16.1.

"FRB": the Board of Governors of the Federal Reserve System and any
successor thereto or to the functions thereof.

"Funded Debt" is defined in Section 16.1.

"GAAP": those generally accepted accounting principles set forth in
Statements of the Financial Accounting Standards Board and in Opinions
of the Accounting Principles Board of the American Institute of
Certified Public Accountants or which have other substantial
authoritative support in the United States and are applicable in the
circumstances, as applied on a consistent basis.

"Governmental Authority": the federal government of the United States;
the government of any foreign country that is recognized by the United
States or is a member of the United Nations; any state of the United
States; any local government or municipality within the territory or
under the jurisdiction of any of the foregoing; any department, agency,
division, or instrumentality of any of the foregoing; and any court,
arbitrator, or board of arbitrators whose orders or judgements are
enforceable by or within the territory of any of the foregoing.

"Hazardous Material": any hazardous, radioactive, toxic, solid or
special waste, material, substance or constituent thereof, or any other
such substance (as defined under any applicable law or regulation),
including asbestos.  "Hazardous Material" does not include materials or
products containing hazardous constituents which are not considered to
be waste under the applicable Environmental Law or which are 


                                iii

<PAGE>
<PAGE>
considered to be waste but are transported, handled or disposed of in
accordance with the applicable Environmental Law, and does not include
asbestos which is not friable.

"Indebtedness": as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money;
(ii) to pay the deferred purchase price of property or services; (iii)
to make payments or reimbursements with respect to bank acceptances or
to a factor; (iv) to make payments or reimbursements with respect to
letters of credit whether or not there have been drawings thereunder;
(v) with respect to which there is any Security Interest in any property
of such Person; (vi) to make any payment or contribution to a Multi-
Employer Plan; (vii) that is evidenced by a note, bond, debenture or
similar instrument; (viii) under any conditional sale agreement or title
retention agreement; or (ix) to pay interest or fees with respect to any
of the foregoing.

"Indemnified Parties" is defined in Section 21.7.1.

"Indirect Obligation": as to any Person, (a) any guaranty by such Person
of any Obligation of another Person; (b) any Security Interest in any
property of such Person that secures any Obligation of another Person,
(c) any enforceable contractual requirement that such Person
(i) purchase an Obligation of another Person or any property that is
security for such Obligation, (ii) advance or contribute funds to
another Person for the payment of an Obligation of such other Person or
to maintain the working capital, net worth or solvency of such other
Person as required in any documents evidencing an Obligation of such
other Person, (iii) purchase property, securities or services from
another Person for the purpose of assuring the beneficiary of any
Obligation of such other Person that such other Person has the ability
to timely pay or discharge such Obligation, (iv) grant a Security
Interest in any property of such Person to secure any Obligation of
another Person, or (v) otherwise assure or hold harmless the beneficiary
of any Obligation of another Person against loss in respect thereof; and
(d) any other contractual requirement enforceable against such Person
that has the same substantive effect as any of the foregoing.  The term
"Indirect Obligation" does not, however, include the indorsement by a
Person of instruments for deposit or collection in the ordinary course
of business or the liability of a general partner of a partnership for
Obligations of such partnership.  The amount of any Indirect Obligation
of a Person shall be deemed to be the stated or determinable amount of
the Obligation in respect of which such Indirect Obligation is made or,
if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith.

"Initial Financial Statements": the financial statements of Borrower
referred to in Section 12.13.

"Insurance/Condemnation Proceeds": insurance proceeds payable as a
consequence of damage to or destruction of any of the Collateral and
proceeds payable as a consequence of condemnation or sale in lieu of
condemnation of any of the Collateral.

"Intellectual Property": as to any Person, any domestic or foreign
patents or patent applications of such Person, any inventions made or
owned by such Person upon which either domestic or foreign patent
applications have not yet been filed, any domestic or foreign trade
names or trademarks of such Person, any domestic or foreign trademark
registrations or applications filed by such Person, any domestic or
foreign service marks of such Person, any domestic or foreign service
mark registrations and applications by such Person, any domestic or
foreign copyrights of such Person, and any domestic or foreign copyright
registrations or applications by such Person.

"Interest Hedge Obligation": any obligations of Borrower to Lender under
an agreement or agreements between Borrower and Lender, whenever entered
into, under which the exposure of Borrower to fluctuations in interest
rates is effectively limited, whether in the form of one or more
interest rate cap, collar, or corridor agreements, interest rate swaps,
or the like, or options therefor.

                                iv

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<PAGE>

"Interest Period": the period during which a particular Adjusted LIBOR
Rate applies to a Tranche of the Revolving Loan, as selected by Borrower
as provided in Section 4.2.

"Inventory": goods owned and held by a Person for sale, lease or resale
or furnished or to be furnished under contracts for services, and raw
materials, goods in process, materials, component parts and supplies
used or consumed, or held for use or consumption in such Person's
business.

"Investment": (a) a loan or advance of money or property to a Person,
(b) stock or other equity interest in a Person, (c) a debt instrument
issued by a Person, whether or not convertible to stock or other equity
interest in such Person, or (d) any other interest in or rights with
respect to a Person which include, in whole or in part, a right to
share, with or without conditions or restrictions, some or all of the
revenues or net income of such Person.

"IRS": the Internal Revenue Service.

"Law": any statute, rule, regulation, order, judgment, award or decree
of any Governmental Authority.

"Lender": NationsBank, N.A.

"Lending Office": the office of Lender at 800 Market Street, St. Louis,
Missouri, 63101, or such other address as Lender may designate from time
to time by notice to Borrower in accordance with the terms of Section
22.1.

"Letter of Credit Commitment": the commitment of Lender to issue letters
of credit as provided in Section 3.2.

"Letter of Credit Exposure": the undrawn amount of all outstanding
Letters of Credit issued by Lender under the Letter of Credit Commitment
plus all unreimbursed amounts drawn on such Letters of Credit.

"Letter of Credit Fee" is defined in Section 5.3.

"LIBO Rate": the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%), as determined by Lender appearing, in the case of
a LIBOR Tranche denominated in Dollars, on Dow Jones Markets Page 3750
(or any successor page) as the London interbank offered rate for
deposits in Dollars, at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period.  If for any reason such rate for a
LIBOR Tranche denominated in dollars is not available, the term "LIBO
Rate" shall mean, for any LIBOR Tranche for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page,
the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

"LIBOR Tranche": a Tranche on which interest accrues at the Adjusted
LIBO Rate.

"Loan Documents": this Agreement, the Note, the Security Documents and
all other agreements, certificates, documents, instruments and other
writings executed in connection herewith.

"Loan Obligations": all of Borrower's Indebtedness owing to Lender under
the Loan Documents, whether as principal, interest, fees or otherwise,
all reimbursement obligations of Borrower to Lender with respect 


                                v 

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<PAGE>
to the Letter of Credit Exposure, all other obligations and liabilities
of Borrower to Lender under the Loan Documents and all Interest Hedge
Obligations (in each case including all extensions, renewals,
modifications, rearrangements, restructures, replacements and
refinancings of the foregoing, whether or not the same involve
modifications to interest rates or other payment terms), whether now
existing or hereafter created, absolute or contingent, direct or
indirect, joint or several, secured or unsecured, due or not due,
contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, including but not limited to the
obligation of Borrower to repay future advances by Lender, whether or
not made pursuant to commitment and whether or not presently
contemplated by Borrower and Lender in the Loan Documents.

"Material Adverse Effect": as to any Person and with respect to any
event or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, investigation or
proceeding), a material adverse effect on the business, operations,
revenues, financial condition, property, or business prospects of such
Person taken as a whole, or the value of the Collateral, or the ability
of such Person to timely pay or perform such Person's Obligations
generally, or in the case of Borrower specifically, the ability of
Borrower to pay or perform any of Borrower's Obligations to Lender.

"Material Agreement": as to any Person, any Contract to which such
Person is a party or by which such Person is bound which, if violated or
breached, would have a Material Adverse Effect on such Person.

"Material Law": any Law whose violation by a Person would have a
Material Adverse Effect on such Person.

"Material License": (i) as to any Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and
filing with a Governmental Authority or other Person which if not
obtained, held or made would have a Material Adverse Effect on Borrower,
and (ii) as to any Person who is a party to this Agreement or any of the
other Loan Documents, any license, permit or consent from a Governmental
Authority or other Person and any registration or filing with a
Governmental Authority or other Person that is necessary for the
execution or performance by such party, or the validity or
enforceability against such party, of this Agreement or such other Loan
Document.

"Material Obligation": as to any Person, an Obligation of such Person
which if not fully and timely paid or performed would have a Material
Adverse Effect on such Person.

"Material Proceeding": any litigation, investigation or other proceeding
by or before any Governmental Authority (i) which involves any of the
Loan Documents or any of the transactions contemplated thereby, or
involves a Covered Person as a party or any property of Covered Person,
and would have a Material Adverse Effect on a Covered Person if
adversely determined, (ii) in which there has been issued an injunction,
writ, temporary restraining order or any other order of any nature which
purports to restrain or enjoin the making of any Advance, the
consummation of any other transaction contemplated by the Loan
Documents, or the enforceability of any provision of any of the Loan
Documents, (iii) which involves the actual or alleged breach or
violation by a Covered Person of, or default by a Covered Person under,
any Material Agreement, or (iv) which involves the actual or alleged
violation by a Covered Person of any Material Law.

"Maturity Date": the date specified in Section 6.1.

"Maturity": as to any Indebtedness, the time when it becomes payable in
full, whether at a regularly scheduled time, because of acceleration or
otherwise.  

"Maximum Available Amount" is defined in Section 3.1.2.

                                vi

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"Multi-employer Plan": a Pension Benefit Plan which is a multi-employer
plan as defined in Section 4001(a)(3) of ERISA.

"Note": The Note executed and delivered to Lender as required in Section
3.1.3.

"Notice of Conversion/Continuation" is defined in Section 4.4.

"Obligation": as to any Person, any Indebtedness of such Person, any
guaranty by such Person of any Indebtedness of another Person, and any
contractual requirement enforceable against such Person that does not
constitute Indebtedness of such Person or a guaranty by such Person but
which would involve the expenditure of money by such Person if complied
with or enforced.

"Operating Lease": any lease that is not a Capital Lease.

"Origination Fee" is defined in Section 5.1.

"PBGC": the Pension Benefit Guaranty Corporation.

"Pension Benefit Plan": any pension or profit-sharing plan which is
covered by Title I of ERISA and all other benefit plans and in respect
of which a Person or a Commonly Controlled Entity of such Person as an
"employer" as defined in Section 3(5) of ERISA.

"Permitted Indebtedness": Indebtedness that Borrower is permitted under
Section 15.2 to incur, assume, or allow to exist.

"Permitted Security Interests": Security Interests that Borrower is
permitted under Section 15.4 to create, incur, assume, or allow to
exist.

"Person": any individual, partnership, corporation, trust,
unincorporated association, joint venture, limited liability company,
limited liability partnership, Governmental Authority, or other
organization in any form that has the legal capacity to sue or be sued. 
If the context so implies or requires, the term Person includes
Borrower.

"Personal Property Collateral": all of the Goods, Equipment, Accounts,
Inventory, Instruments, Documents, Chattel Paper, General Intangibles,
and other personal property and Fixtures of Borrower, whether now owned
or hereafter acquired, in which Lender holds or will hold a Security
Interest under the Security Agreement to secure the payment or
performance of any of the Loan Obligations as required or contemplated
in Section 9.2, and all proceeds thereof.

"Prime Rate": the per annum interest rate designated from time to time
by Lender as its "prime rate", which is a reference rate and does not
necessarily represent the lowest or best rate charged to any customer of
Lender.

"Real Property Lease Collateral": all leases of real property under
which Borrower is a tenant or lessee and which are assigned or will be
assigned to Lender to secure the payment or performance of any of the
Loan Obligations as required or contemplated under Section 9.3 and all
income therefrom and proceeds thereof.

"Regulation D", "Regulation G", and Regulation U": respectively,
Regulation D issued by the FRB, Regulation G issued by the FRB, and
Regulation U issued by the FRB.

"Reportable Event": a reportable event as defined in Title IV of ERISA
or the regulations thereunder.

                                vii

<PAGE>
<PAGE>

"Responsible Officer": as to any Person that is not an individual,
partnership or trust, the Chairman of the Board of Directors, the
President, the chief executive officer, the chief operating officer, the
chief financial officer, the Treasurer, any Assistant to the Treasurer,
or any Vice President in charge of a principal business unit; as to any
partnership, any individual who is a general partner thereof or any
individual who has general management or administrative authority over
all or any principal unit of the partnership's business; and as to any
trust, any individual who is a trustee.

"Revolving Commitment":  the commitment of Lender as stated in Section
3.1.1 to make Advances.

"Revolving Loan": the from time to time outstanding principal balance of
all the Advances.

"Security Agreement": any security agreement required or contemplated
under Section 9.2 to be executed and delivered to Lender, and all
amendments, restatements, and replacements thereof.

"Security Documents": all of the documents required or contemplated to
be executed and delivered to Lender under Section 9, and any similar
documents at any time executed and delivered to Lender, by Borrower or
any other Person to secure payment or performance of any of the Loan
Obligations, and all amendments, restatements, and replacements thereof.

"Security Interest": as to any item of tangible or intangible property,
any interest therein or right with respect thereto that secures an
Obligation or Indirect Obligation, whether such interest or right is
created under a Contract, or by operation of law or statute (such as but
not limited to a statutory lien for work or materials), or as a result
of a judgment, or which arises under any form of preferential or title
retention agreement or arrangement (including a conditional sale
agreement or a lease) that has substantially the same economic effect as
any of the foregoing.

"Ship Mortgage": any ship mortgage required or contemplated under
Section 9.1 to be executed and delivered to Lender.

"Ship Mortgage Act": 46 U.S.C. Chap. 313, as amended.

"Solvent": as to any Person, such Person not being "insolvent" within
the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the
Uniform Fraudulent Transfer Act (the "UFTA") or Section 428.014 of the
Missouri Revised Statutes, (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code,
Section 4 of the UFTA or Section 428.024 of the Missouri Revised
Statutes, and (iii) such Person not being unable to pay such Person's
debts as they become due within the meaning of Section 548 of the
Bankruptcy Code, Section 4 of the UFTA or Section 428.024 of the
Missouri Revised Statutes.

"Subsidiary": as to any Person, a corporation with respect to which more
than 50% of the outstanding shares of stock of each class having
ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person
or by one or more Subsidiaries of such Person.

"Surety Obligations" is defined in Section 16.1.

"Tangible Assets" is defined in Section 16.1.

"Tangible Net Worth" is defined in Section 16.1.

                                viii

<PAGE>
<PAGE>

"Tax": as to any Person, any tax, assessment, fee, or other charge
levied by a Governmental Authority on the income or property of such
Person, including any interest or penalties thereon, and which is
payable by such Person.

"this Agreement": this document (including every document that is stated
herein to be an appendix, exhibit or schedule hereto, whether or not
physically attached to this document).

"Tranche": any portion of a Loan, or an entire Loan if applicable, on
which interest accrues at a particular rate as selected by Borrower as
provided herein.

"UCC": the Uniform Commercial Code as in effect from time to time in the
State of Missouri or such other similar statute as in effect from time
to time in Missouri or any other appropriate jurisdiction.

"United States": when used in a geographical sense, all the states of
the United States of America and the District of Columbia; and when used
in a legal jurisdictional sense, the government of the country that is
the United States of America.

"Unused Revolving Commitment" is defined in Section 5.2.

"Vessels": the vessels in which Lender is to have a Security Interest
under the Ship Mortgages as provided in Section 9.

"Welfare Benefit Plan": any plan described by Section 3(1) of ERISA.

                                ix


<PAGE>
<PAGE>
<TABLE>

                     TABLE OF CONTENTS

<S>                                                        <C>
1.  Effective Date.. . . . . . . . . . . . . . . . . . . . .1
2.  Definitions and Rules of Construction. . . . . . . . . .1
    2.1. Listed Definitions. . . . . . . . . . . . . . . . .1
    2.2. Other Definitions.. . . . . . . . . . . . . . . . .1
    2.3. References to Covered Persons.. . . . . . . . . . .1
    2.4. Accounting Terms. . . . . . . . . . . . . . . . . .1
    2.5. Meaning of Satisfactory.. . . . . . . . . . . . . .1
    2.6. Computation of Time Periods.. . . . . . . . . . . .1
    2.7. General.. . . . . . . . . . . . . . . . . . . . . .2
3.  Lender's Commitments.. . . . . . . . . . . . . . . . . .2
    3.1. Revolving Commitment. . . . . . . . . . . . . . . .2
         3.1.1.   Advances.. . . . . . . . . . . . . . . . .2
         3.1.2.   Limitation on Advances.. . . . . . . . . .2
         3.1.3.   Note.. . . . . . . . . . . . . . . . . . .3
    3.2.     Letter of Credit Commitment . . . . . . . . . .3
4.  Interest; Yield Protection.. . . . . . . . . . . . . . .3
    4.1. Multiple Tranches Permitted.. . . . . . . . . . . .3
    4.2. Alternative Rates and Interest Periods. . . . . . .3
    4.3. LIBOR Increments. . . . . . . . . . . . . . . . . .4
    4.4. Conversion of Loan. . . . . . . . . . . . . . . . .4
    4.5. Time of Accrual.. . . . . . . . . . . . . . . . . .4
    4.6. Computation.. . . . . . . . . . . . . . . . . . . .4
    4.7. Rate After Maturity.. . . . . . . . . . . . . . . .5
5.  Fees.. . . . . . . . . . . . . . . . . . . . . . . . . .5
    5.1. Origination Fee.. . . . . . . . . . . . . . . . . .5
    5.2. Commitment Fee. . . . . . . . . . . . . . . . . . .5
    5.3. Letter of Credit Fees.. . . . . . . . . . . . . . .5
6.  Scheduled Payments.. . . . . . . . . . . . . . . . . . .5
    6.1. Maturity Date.. . . . . . . . . . . . . . . . . . .5
    6.2. Interest Payments Before Maturity Date. . . . . . .5
7.  Prepayments. . . . . . . . . . . . . . . . . . . . . . .6
    7.1. Voluntary Prepayments.. . . . . . . . . . . . . . .6
    7.2. Mandatory Prepayments.. . . . . . . . . . . . . . .6
8.  Manner of Payments and Timing of Application of
      Payments . . . . . . . . . . . . . . . . . . . . . . .6
    8.1.  Payment Requirement. . . . . . . . . . . . . . . .6
    8.2.  Application of Payments and Proceeds . . . . . . .6
    8.3.  Returned Instruments . . . . . . . . . . . . . . .6
    8.4.  Compelled Return of Payments or Proceeds . . . . .7
    8.5.  Due Dates Not on Business Days . . . . . . . . . .7
    8.6.  Advances on Borrower's Request . . . . . . . . . .7
    8.7.  Lender's Right to Make Other Advances. . . . . . .7
          8.7.1.   Payment of Loan Obligations . . . . . . .7
          8.7.2.   Payments to Other Creditors . . . . . . .7
    8.8.  Letters of Credit. . . . . . . . . . . . . . . . .7
    8.9.  Amount, Number, and Purpose Restrictions on
            Advances . . . . . . . . . . . . . . . . . . . .8
    8.10. Each Request for a Advance a Certification . . . .8
    8.11. Requirements for Every Request for an Advance. . .8

                                i
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<PAGE>

    8.12. Requirements for Every Request for Issuance of
            a Letter of Credit . . . . . . . . . . . . . . .8
    8.13. Exoneration of Lender. . . . . . . . . . . . . . .8
9.  Security and Guaranties. . . . . . . . . . . . . . . . .8
    9.1. Ship Mortgages. . . . . . . . . . . . . . . . . . .8
    9.2. Security Agreements.. . . . . . . . . . . . . . . .9
    9.3. Collateral Assignments. . . . . . . . . . . . . . .9
    9.4. Guaranties. . . . . . . . . . . . . . . . . . . . .9
10. Conditions.. . . . . . . . . . . . . . . . . . . . . . .9
    10.1. Conditions to Initial Advance. . . . . . .9
         10.1.1.  Listed Documents and Other Items.. . . . .9
         10.1.2.  Representations and Warranties.. . . . . 10
         10.1.3.  No Default.. . . . . . . . . . . . . . . 10
         10.1.4.  Perfection of Security Interests.. . . . 10
         10.1.5.  Payment of Fees. . . . . . . . . . . . . 10
         10.1.6.  Material Proceedings.. . . . . . . . . . 10
         10.1.7.  No Material Adverse Change.. . . . . . . 10
         10.1.8.  Other Items. . . . . . . . . . . . . . . 10
    10.2.         Conditions to Subsequent Advances. . . . 10
         10.2.1.  Conditions to Initial Advances.. . . . . 10
         10.2.2.  Representations and Warranties.. . . . . 10
         10.2.3.  No Default.. . . . . . . . . . . . . . . 10
         10.2.4.  No Material Adverse Change.. . . . . . . 10
11. Conditions to Issuance of Letters of Credit. . . . . . 11
    11.1. Reimbursement Agreement. . . . . . . . . . . . . 11
    11.2. No Prohibitions. . . . . . . . . . . . . . . . . 11
    11.3. Conditions to Initial Advances . . . . . . . . . 11
    11.4. Representations and Warranties . . . . . . . . . 11
    11.5. No Default . . . . . . . . . . . . . . . . . . . 11
    11.6. No Material Adverse Change . . . . . . . . . . . 11
    11.7. Cash Collateral. . . . . . . . . . . . . . . . . 11
12. Representations and Warranties.. . . . . . . . . . . . 11
    12.1. Organization and Existence . . . . . . . . . . . 11
    12.2. Authorization. . . . . . . . . . . . . . . . . . 12
    12.3. Due Execution. . . . . . . . . . . . . . . . . . 12
    12.4. Enforceability of Obligations. . . . . . . . . . 12
    12.5. Burdensome Obligations . . . . . . . . . . . . . 12
    12.6. Legal Restraints . . . . . . . . . . . . . . . . 12
    12.7. Labor Contracts and Disputes. . .  . . . . . . . 12
    12.8. No Material Proceedings . . .  . . . . . . . . . 12
    12.9. Material Licenses. . . . . . . . . . . . . . . . 12
    12.10.Compliance with Material Laws. . . . . . . . . . 12
         12.10.1. General Compliance with Environmental
                    Laws. . . . . . . . . . . . . . . . . .13
         12.10.2. General Compliance with Employment Laws .13
         12.10.3. Proceedings. . . . . . . . . . . . . . . 13
         12.10.4. Investigations Regarding Hazardous
                    Materials . . . . . . . . . . . . . . .13
         12.10.5. Notices and Reports Regarding Hazardous
                    Materials . . . . . . . . . . . . . . .13
         12.10.6. Environmental Notices and Permits. . . . 13
    12.11. Other Names . . . . . . . . . . . . . . . . . . 13
    12.12. Solvency. . . . . . . . . . . . . . . . . . . . 13
    12.13. Initial Financial Statements. . . . . . . . . . 13

                                ii
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<PAGE>

    12.14. No Change in Condition. . . . . . . . . . . . . 13
    12.15. No Defaults . . . . . . . . . . . . . . . . . . 13
    12.16. Tax Liabilities; Governmental Charges . . . . . 14
    12.17. Pension Benefit Plans . . . . . . . . . . . . . 14
         12.17.1. Prohibited Transactions. . . . . . . . . 14
         12.17.2. Claims.. . . . . . . . . . . . . . . . . 14
         12.17.3. Reporting and Disclosure Requirements. . 14
         12.17.4. Accumulated Funding Deficiency.. . . . . 14
         12.17.5. Multi-employer Plan. . . . . . . . . . . 14
    12.18. Welfare Benefit Plans . . . . . . . . . . . . . 15
    12.19. Retiree Benefits. . . . . . . . . . . . . . . . 15
    12.20. Real Property . . . . . . . . . . . . . . . . . 15
    12.21. State of Collateral and other Property. . . . . 15
         12.21.1. Accounts.. . . . . . . . . . . . . . . . 15
         12.21.2. Equipment. . . . . . . . . . . . . . . . 16
         12.21.3. Intellectual Property. . . . . . . . . . 16
         12.21.4. Documents, Instruments and Chattel Paper.16
    12.22. Chief Place of Business; Locations of
             Collateral. . . . . . . . . . . . . . . .. . .16
    12.23. Negative Pledges . . . . . . . . . . . . . . . .16
    12.24. Security Documents . . . . . . . . . . . . . . .17
         12.24.1. Ship Mortgages . . . . . . . . . . . . . 17
         12.24.2. Security Agreements. . . . . . . . . . . 17
         12.24.3. Collateral Assignments.. . . . . . . . . 17
    12.25. Subsidiaries and Affiliates . . . . . . . . . . 17
    12.26. Margin Stock. . . . . . . . . . . . . . . . . . 17
    12.27. Securities Matters. . . . . . . . . . . . . . . 17
    12.28. Investment Company Act, Etc.. . . . . . . . . . 17
    12.29. No Material Misstatements or Omissions. . . . . 17
    12.30. Filings . . . . . . . . . . . . . . . . . . . . 18
    12.31. Broker's Fees . . . . . . . . . . . . . . . . . 18
13. Survival of Representations. . . . . . . . . . . . . . 18
14. Affirmative Covenants. . . . . . . . . . . . . . . . . 18
    14.1.  Use of Proceeds . . . . . . . . . . . . . . . . 18
    14.2.  Corporate Existence . . . . . . . . . . . . . . 18
    14.3.  Maintenance of Property and Leases. . . . . . . 18
    14.4.  Insurance . . . . . . . . . . . . . . . . . . . 19
    14.5.  Payment of Taxes and Other Obligations. . . . . 19
    14.6.  Compliance With Laws. . . . . . . . . . . . . . 19
         14.6.1.  Environmental Laws . . . . . . . . . . . 19
         14.6.2.  Pension Benefit Plans. . . . . . . . . . 19
         14.6.3.  Employment Laws. . . . . . . . . . . . . 20
    14.7.  Termination of Pension Benefit Plan . . . . . . 20
    14.8.  Notice to Lender of Material Events . . . . . . 20
    14.9.  Borrowing Officer . . . . . . . . . . . . . . . 22
    14.10. Maintenance of Security Interests of Security 
                  Documents. . . . . . . . . . . . . . . . 22
         14.10.1. Preservation and Perfection of Security
                    Interests. . . . . . . . . . . . . . . 22
         14.10.2. Collateral Held Off Borrower's Premises. 23
         14.10.3. Compliance With Terms of Security
                    Documents. . . . . . . . . . . . . . . 23
    14.11. Accounting System . . . . . . . . . . . . . . . 23
    14.12. Financial Statements. Borrower shall deliver to 
             Lender: . . . . . . . . . . . . . . . . . . . 23

                                iii
<PAGE>
<PAGE>

         14.12.1. Annual Financial Statements. . . . . . . 23
         14.12.2. Quarterly Financial Statements.. . . . . 23
         14.12.3. Additional.. . . . . . . . . . . . . . . 24
    14.13. Annual Forecasts; Five Year Plans . . . . . . . 24
    14.14. Audits by Lender. . . . . . . . . . . . . . . . 24
    14.15. Access to Officers and Auditors . . . . . . . . 24
    14.16. Appraisals. . . . . . . . . . . . . . . . . . . 25
    14.17. Further Assurances. . . . . . . . . . . . . . . 25
15. Negative Covenants . . . . . . . . . . . . . . . . . . 25
    15.1.  Investments . . . . . . . . . . . . . . . . . . 25
    15.2.  Indebtedness. . . . . . . . . . . . . . . . . . 26
    15.3.  Indirect Obligations. . . . . . . . . . . . . . 26
    15.4.  Security Interests. . . . . . . . . . . . . . . 26
    15.5.  Prepayments . . . . . . . . . . . . . . . . . . 26
    15.6.  Disposal of Assets. . . . . . . . . . . . . . . 27
    15.7.  Transactions With Affiliates. . . . . . . . . . 27
    15.8.  No Breach of Material Agreements. . . . . . . . 27
    15.9.  Conflicting Agreements. . . . . . . . . . . . . 27
    15.10. Fiscal Year . . . . . . . . . . . . . . . . . . 27
    15.11. Transactions Having a Material Adverse Effect . 27
16. Financial Covenants. . . . . . . . . . . . . . . . . . 27
    16.1.  Special Definitions . . . . . . . . . . . . . . 27
    16.2.  Minimum Fixed Charge Coverage . . . . . . . . . 28
    16.3.  Minimum Tangible Net Worth. . . . . . . . . . . 28
    16.4.  Maximum Funded Debt to EBITDA Ratio . . . . . . 28
    16.5.  Minimum EBITDA. . . . . . . . . . . . . . . . . 28
    16.6.  Capital Expenditures. . . . . . . . . . . . . . 29
    16.7.  Capital Leases. . . . . . . . . . . . . . . . . 29
17. Default. . . . . . . . . . . . . . . . . . . . . . . . 29
    17.1.         Events of Default. . . . . . . . . . . . 29
         17.1.1.  Failure to Pay Principal or Interest . . 29
         17.1.2.  Failure to Pay Other Amounts Owed to
                    Lender . . . . . . . . . . . . . . . . 29
         17.1.3.  Failure to Pay Amounts Owed to Other
                    Persons. . . . . . . . . . . . . . . . 29
         17.1.4.  Acceleration of Other Indebtedness.. . . 29
         17.1.5.  Representations or Warranties. . . . . . 29
         17.1.6.  Certain Covenants. . . . . . . . . . . . 29
         17.1.7.  Financial Covenants. . . . . . . . . . . 29
         17.1.8.  Other Covenants. . . . . . . . . . . . . 29
         17.1.9.  Default Under Other Agreements.. . . . . 30
         17.1.10. Bankruptcy; Insolvency; Etc. . . . . . . 30
         17.1.11. Judgments; Attachment; Etc.. . . . . . . 30
         17.1.12. Pension Benefit Plan Termination, Etc. . 30
         17.1.13. Liquidation or Dissolution.. . . . . . . 31
         17.1.14. Seizure of Assets. . . . . . . . . . . . 31
         17.1.15. Racketeering Proceeding. . . . . . . . . 31
         17.1.16. Loan Documents; Security Interests.. . . 31
         17.1.17. Loss to Collateral.. . . . . . . . . . . 31
         17.1.18. Material Adverse Change. . . . . . . . . 31
    17.2.         Rights and Remedies Upon an Event of
                    Default. . . . . . . . . . . . . . . . 31
         17.2.1.  Cancellation of Commitments. . . . . . . 31

                                iv
<PAGE>
<PAGE>

         17.2.2.  Acceleration.. . . . . . . . . . . . . . 31
         17.2.3.  Right of Set-off.. . . . . . . . . . . . 32
         17.2.4.  Notice to Account Debtors. . . . . . . . 32
         17.2.5.  Entry Upon Premises and Access to
                    Information. . . . . . . . . . . . . . 32
         17.2.6.  Borrower's Obligations.. . . . . . . . . 32
         17.2.7.  Exercise of Rights as Secured Party. . . 32
         17.2.8.  Miscellaneous. . . . . . . . . . . . . . 33
    17.3. Application of Funds . . . . . . . . . . . . . . 33
    17.4. Limitation of Liability; Waiver. . . . . . . . . 34
    17.5. Notice . . . . . . . . . . . . . . . . . . . . . 34
18. Changes in Circumstances.. . . . . . . . . . . . . . . 34
    18.1. Compensation for Increased Costs and Reduced
            Returns; Capital Adequacy. . . . . . . . . . . 34
         18.1.1.  Increased Costs or Reduced Returns to
                    Lender . . . . . . . . . . . . . . . . 34
         18.1.2.  Capital Adequacy.. . . . . . . . . . . . 35
         18.1.3.  Notice to Borrower.. . . . . . . . . . . 35
    18.2. Limitations on LIBOR Tranches. . . . . . . . . . 35
    18.3. Illegality . . . . . . . . . . . . . . . . . . . 36
    18.4. Compensation . . . . . . . . . . . . . . . . . . 36
    18.5. Treatment of Affected Tranches . . . . . . . . . 36
19. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 37
    19.1. Gross-Up . . . . . . . . . . . . . . . . . . . . 37
    19.2. Lender's Undertaking . . . . . . . . . . . . . . 37
20. Usury Limitations. . . . . . . . . . . . . . . . . . . 37
21. General. . . . . . . . . . . . . . . . . . . . . . . . 38
    21.1. Lender's Right to Cure . . . . . . . . . . . . . 38
    21.2. Rights Not Exclusive . . . . . . . . . . . . . . 38
    21.3. Survival of Agreements . . . . . . . . . . . . . 38
    21.4. Sale of Participations . . . . . . . . . . . . . 38
    21.5. Assignments to Affiliates. . . . . . . . . . . . 39
    21.6. Payment of Expenses. . . . . . . . . . . . . . . 39
    21.7. General Indemnity. . . . . . . . . . . . . . . . 39
         21.7.1. . . . . . . . . . . . . . . . . . . . . . 39
         21.7.3. . . . . . . . . . . . . . . . . . . . . . 40
    21.8. Loan Records.. . . . . . . . . . . . . . . . . . 40
    21.9. Other Security and Guaranties. . . . . . . . . . 40
22. Miscellaneous. . . . . . . . . . . . . . . . . . . . . 40
    22.1. Notices. . . . . . . . . . . . . . . . . . . . . 40
    22.2. Amendments, Waivers and Consents.. . . . . . . . 41
    22.3. Successors and Assigns.. . . . . . . . . . . . . 41
    22.4. Severability.. . . . . . . . . . . . . . . . . . 41
    22.5. Counterparts.. . . . . . . . . . . . . . . . . . 41
    22.6. Governing Law; No Third Party Rights . . . . . . 41
    22.7. Counterpart Facsimile Execution. . . . . . . . . 42
    22.8. No Other Agreements. . . . . . . . . . . . . . . 42
    22.9. Incorporation By Reference.. . . . . . . . . . . 42
    22.10.Negotiated Transaction.. . . . . . . . . . . . . 42
    22.11.Mandatory Arbitration. . . . . . . . . . . . . . 42
         22.11.1. Special Rules. . . . . . . . . . . . . . 42
         22.11.2. Reservation Of Rights. . . . . . . . . . 43
23. Choice of Forum. . . . . . . . . . . . . . . . . . . . 43

                                v
<PAGE>
<PAGE>

24. Service of Process.. . . . . . . . . . . . . . . . . . 43
25. Jury Trial.. . . . . . . . . . . . . . . . . . . . . . 44
26. Statutory Notice.. . . . . . . . . . . . . . . . . . . 44


                                vi



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                      [EXHIBIT 10(i)]
                              
                              
                    AMENDMENT NUMBER ONE
                             TO
                       LOAN AGREEMENT
                 EFFECTIVE OCTOBER 30, 1998
                       BY AND BETWEEN
                     NATIONSBANK, N.A.
                            AND
                        INTRAV, INC.
                              


In consideration of their mutual agreements herein and for other
sufficient consideration, the receipt of which is hereby acknowledged,
INTRAV, INC. ("Borrower") and NATIONSBANK, N.A. ("Lender") agree as
follows:

1.      DEFINITIONS; SECTION REFERENCES.  The term "Original Loan
Agreement" means the Loan Agreement effective October 30, 1998, between
Borrower and Lender.  The term "this Amendment" means this Amendment. 
The term Loan Agreement means the Original Loan Agreement as amended by
this Amendment.  Capitalized terms used and not otherwise defined herein
have the meanings defined in the Loan Agreement.

2.      EFFECTIVE DATE OF THIS AMENDMENT.  This Amendment will be
effective as of January 18, 1999.

3.      AMENDMENTS TO ORIGINAL LOAN AGREEMENT.  The Original Loan
Agreement is amended as follows:

        3.1. LETTER OF CREDIT COMMITMENT.  The amount of the Letter of 
             Credit Commitment stated in Section 3.2 of the Original Loan
             Agreement is changed from $1,000,000 to $2,500,000.

        3.2. DEFINITION OF FUNDED DEBT.  The definition of "Funded Debt" 
             in Section 16.1 is changed to read in its entirety as
             follows:

        "'Funded Debt' means, at any date, the sum of, without
        duplication, (i) the amount of all notes payable in one year or
        less, (ii) the amount of the Indebtedness permitted under Section
        15.2.4, (iii) the principal of all Indebtedness for borrowed
        money, including current maturities thereof, (iii) the unamortized
        capitalized amount of all Capital Leases and (iv) the amount of
        all Surety Obligations (other than Letters of Credit that are
        provided as security with respect to other types of Surety
        Obligations), all as of such date."

4.      REPRESENTATIONS AND WARRANTIES OF BORROWER.  Borrower hereby
represents and warrants to Lender that (i) execution of this Amendment
has been duly authorized by all requisite action of Borrower; (ii) no
consents are necessary from any third parties for Borrower's execution,
delivery or performance of this Amendment, (iii) this Amendment and the
Loan Agreement as amended hereby constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with
their terms, except to the extent that the enforceability thereof
against Borrower may be limited by bankruptcy, insolvency or other laws
affecting the enforceability of creditors rights generally or by equity
principles of general application, (iv) all of the representations and
warranties contained in Section 12 of the Original Loan Agreement are
true and correct in all material respects with the same force and effect
as if made on and as of the effective date of this Amendment, (v) there
is no Existing Default, and (vi) no Default or Event or Default will
occur immediately or with the passage of time or giving of notice as a
consequence of this Amendment becoming effective.


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5.      EFFECT OF AMENDMENT.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or
remedy of Lender under the Loan Agreement or any of the other Loan
Documents, nor constitute a waiver of any provision of the Loan
Agreement, any of the other Loan Documents or any Existing Default, nor
act as a release or subordination of the Security Interests of Lender
under the Security Documents.  Each reference in the Loan Agreement to
"the Agreement", "hereunder", "hereof", "herein", or words of like
import, shall be read as referring to the Loan Agreement as amended
hereby.

6.      REAFFIRMATION.  Borrower hereby acknowledges and confirms that (i)
except as expressly amended hereby the Original Loan Agreement and other
Loan Documents remain in full force and effect, (ii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan
Documents, (iii) the Security Interests of Lender under the Security
Documents continue in full force and effect and have the same priority
as before this Amendment, and (iv) Borrower has no claim against Lender
arising from or in connection with the Loan Agreement or the other Loan
Documents.

7.      COUNTERPARTS.  This Amendment may be executed by the parties
hereto on any number of separate counterparts, and all such counterparts
taken together shall constitute one and the same instrument.  It shall
not be necessary in making proof of this Amendment to produce or account
for more than one counterpart signed by the party to be charged.

8.      COUNTERPART FACSIMILE EXECUTION.  This Amendment, or a signature
page thereto intended to be attached to a copy of this Amendment, signed
and transmitted by facsimile machine or telecopier shall be deemed and
treated as an original document.  The signature of any person thereon,
for purposes hereof, is to be considered as an original signature, and
the document transmitted is to be considered to have the same binding
effect as an original signature on an original document.  At the request
of any party hereto, any facsimile or telecopy document is to be re-
executed in original form by the Persons who executed the facsimile or
telecopy document.  No party hereto may raise the use of a facsimile
machine or telecopier or the fact that any signature was transmitted
through the use of a facsimile or telecopier machine as a defense to the
enforcement of this Amendment.

9.      GOVERNING LAW; NO THIRD PARTY RIGHTS.  This Amendment and the
rights and obligations of the parties hereunder shall be governed by and
construed and interpreted in accordance with the internal laws of the
State of Missouri applicable to contracts made and to be performed
wholly within such state, without regard to choice or conflict of laws
provisions.

10.     INCORPORATION BY REFERENCE.  Lender and Borrower hereby agree that
all of the terms of the Loan Documents are incorporated in and made a
part of this Amendment by this reference.

11.     STATUTORY NOTICE.  The following notice is given pursuant to
Section 432.045 of the Missouri Revised Statutes; nothing contained in
such notice will be deemed to limit or modify the terms of the Loan
Documents or this Amendment:

        ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
        FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
        EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE.  TO PROTECT YOU
        (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR
        DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
        CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
        STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
        AGREE IN WRITING TO MODIFY IT.



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12.     STATUTORY NOTICE--INSURANCE.  The following notice is given
pursuant to Section 427.120 of the Missouri Revised Statutes; is deemed
incorporated into the Loan Agreement, and nothing contained in such
notice shall be deemed to limit or modify the terms of the Loan
Documents.

        UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY
        YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE
        TO PROTECT OUR INTERESTS IN YOUR COLLATERAL.  THIS INSURANCE MAY,
        BUT NEED NOT, PROTECT YOUR INTERESTS.  THE COVERAGE THAT WE
        PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS
        MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL.  YOU MAY LATER
        CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING
        EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR
        AGREEMENT.  IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL
        BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE
        INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN
        CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE
        EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. 
        THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING
        BALANCE OR OBLIGATION.  THE COSTS OF THE INSURANCE MAY BE MORE
        THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.



        IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by appropriate duly authorized officers as of the effective
date first above written.





INTRAV, INC.                          NATIONSBANK, N.A.
by its Executive Vice President       by its Senior Vice President
and Chief Financial Officer

     /s/ Wayne L. Smith II                /s/ Keith M. Schmelder
-------------------------------       -------------------------------
       Wayne L. Smith II                    Keith M. Schmelder

Notice Address:                       Notice Address:
7711 Bonhomme Avenue                  800 Market Street
St. Louis, MO  63105                  St. Louis, MO  63101
FAX # 314-727-2533                    FAX # 314-466-7783
TEL # 314-727-0500                    TEL # 314-466-6642




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