<PAGE>

                                                                    EXHIBIT 4.3

                  INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
                  ---------------------------------------------

         THIS INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT ("Intercreditor
Agreement") dated as of August 27, 2001 is by and among Congress Financial
Corporation, a Delaware corporation ("Lender" as hereinafter further defined)
and State Street Bank and Trust Company, a Massachusetts trust company, in its
capacity as trustee pursuant to the Note Indenture (as hereinafter defined)
acting for and on behalf of the holders of the Senior Secured Notes (as
hereinafter defined) issued pursuant thereto (in such capacity, "Note Trustee"
as hereinafter further defined) and Congress Financial Corporation, a Delaware
corporation, in its capacity as collateral agent (in such capacity "Collateral
Agent" as hereinafter further defined) pursuant to this Intercreditor Agreement
and the Security Agreements (as hereinafter defined) acting for and on behalf of
Lender and Note Trustee. The Note Trustee and the Noteholders (as hereinafter
defined) are referred to herein collectively as the "Note Creditors" and
individually as a "Note Creditor", and together with Lender, are sometimes
individually referred to herein as a "Creditor" and collectively as "Creditors."


                              W I T N E S S E T H:
                              -------------------


         WHEREAS, concurrently herewith, RBX Corporation, a Delaware corporation
("RBX" as hereinafter further defined) has issued its 12% Senior Secured Notes
due 2006 (collectively, the "Senior Secured Notes" as hereinafter further
defined) pursuant to the Indenture, dated on or about the date hereof, by and
among RBX as issuer, RBX Industries, Inc., as subsidiary guarantor and Note
Trustee, as trustee (the "Note Indenture" as hereinafter further defined) and
the indebtedness evidenced by the Senior Secured Notes is secured by all of the
assets and properties of RBX;

         WHEREAS, RBX Industries, Inc., a Delaware corporation, and wholly-owned
subsidiary of RBX ("RBX Industries" as hereinafter further defined, and together
with RBX, collectively "Debtors") has guaranteed the obligations of RBX
evidenced by the Senior Secured Notes as set forth in the Note Indenture, and
which guarantee is secured by all of the assets and properties of RBX
Industries;

         WHEREAS, Lender has entered or is about to enter into financing
arrangements with Debtors, pursuant to which Lender may, upon certain terms and
conditions, make loans and provide other financial accommodations to RBX
Industries secured by all of the assets and properties of RBX Industries, and
the obligations of RBX Industries arising pursuant thereto are guaranteed by
RBX, which guarantee is secured by all of the assets and properties of RBX; and

<PAGE>

         WHEREAS, Lender and Note Trustee (for itself and on behalf of the
Noteholders), as authorized and directed pursuant to the Note Indenture, desire
to enter into this Intercreditor Agreement to (aa) appoint Collateral Agent to
act on behalf of Creditors hereunder and under the Security Agreements, (aa)
provide for the orderly sharing among Creditors, in accordance with certain
priorities, of proceeds of the assets and properties of Debtors upon any
foreclosure thereon or other disposition thereof, and (aa) agree upon related
matters;

         NOW THEREFORE, in consideration of the mutual benefits accruing to
Creditors hereunder and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:

         1.   DEFINITIONS
              -----------

         As used above and in this Intercreditor Agreement, the following terms
shall have the meanings ascribed to them below:

         1.1  "Agreements" shall mean, collectively, the Lender Agreements and
the Noteholder Agreements.

         1.2  "Chapter 11 Debtors" shall mean, collectively, each of the
following (together with their respective successors and assigns): (a) Rubatex
Corporation, as debtor and debtor-in-possession, a Delaware corporation, (b)
Groendyk Manufacturing Company, Inc., as debtor and debtor-in-possession, a
Delaware corporation, (c) OleTex, Inc., as debtor and debtor-in-possession, a
Delaware corporation, (d) Midwest Rubber Custom Mixing Corp., as debtor and
debtor-in-possession, a Delaware corporation, (e) Hoover-Hanes Rubber Custom
Mixing Corp., as debtor and debtor-in-possession, a Delaware corporation (f) RBX
Corporation, as debtor and debtor-in-possession, a Delaware corporation, (g) RBX
Group, Inc., as debtor and debtor-in-possession, a Delaware corporation, (h) UPR
Disposition, Inc., as debtor and debtor-in-possession, a Delaware corporation,
(i) Universal Rubber Company, as debtor and debtor-in-possession, a Delaware
corporation, and (j) Waltex Corporation; as debtor and debtor-in-possession, a
Delaware Corporation;; each sometimes being referred to herein individually as a
"Chapter 11 Debtor".

         1.3  "Collateral" shall mean all of the property and interests in
property, real or personal, tangible or intangible, now owned or hereafter
acquired by any Debtor in or upon which Collateral Agent at any time has (or
purportedly has) a Lien, and including, without limitation, all proceeds and
products of such property and interests in property.

         1.4  "Collateral Agent" shall mean Congress Financial Corporation, a
Delaware corporation, in its capacity as collateral agent acting for and on
behalf of Lender and Note Creditors pursuant to the terms hereof and the
Security Agreements, and its successors and assigns (including any replacement
or successor agent or additional agent acting for and on behalf of Lender and/or
Note Creditors in such capacity).

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         1.5  "Creditors" shall mean, collectively, Lender, Note Trustee and the
Noteholders and their respective successors and assigns; sometimes being
referred to herein individually as a "Creditor".

         1.6  "Debtors" shall mean, collectively, RBX and RBX Industries;
sometimes being referred to herein individually as a "Debtor".

         1.7  "Insolvency Proceeding" shall mean, as to any Debtor, any of the
following: (a) any case or proceeding with respect to such Debtor under the U.S.
Bankruptcy Code, any other federal, state or provincial bankruptcy, insolvency,
reorganization or other law affecting creditors' rights generally or any other
or similar proceedings of any other jurisdiction or otherwise seeking any stay,
reorganization, arrangement, liquidation, dissolution, composition or
readjustment of the obligations and indebtedness of such Debtor or (b) any
proceeding seeking the appointment of any receiver, administrative receiver,
receiver and manager, examiner, judicial custodian, trustee, liquidator,
official manager, administrator or similar official for any Debtor or any
material part of its properties or (c) any proceedings for liquidation,
dissolution or other winding up of the business of such Debtor or (d) the sale
of all or substantially all of the assets or capital stock of such Debtor or (e)
any assignment for the benefit of creditors or any marshaling of assets of such
Debtor.

         1.8  "Lender" shall mean Congress Financial Corporation, a Delaware
corporation, and its successors and assigns (and including any other lender or
group of lenders that at any time refinances, replaces or succeeds to all or any
portion of the Lender Debt or is otherwise party to the Lender Agreements).

         1.9  "Lender Agreements" shall mean, collectively, the Amended and
Restated Loan Agreement, dated of even date herewith, by and among Lender and
Debtors and all agreements, documents and instruments at any time executed
and/or delivered by any Debtor or any other person to, with or in favor of
Lender in connection therewith or related thereto, as all of the foregoing now
exist or may hereafter be amended, modified, supplemented, extended, renewed,
restated, refinanced, replaced or restructured (in whole or in part and
including any agreements with, to or in favor of any other lender or group of
lenders that at any time refinances, replaces or succeeds to all or any portion
of the Lender Debt).

         1.10 "Lender Debt" shall mean any and all obligations, liabilities and
indebtedness of every kind, nature and description owing by a Debtor to Lender
and/or its affiliates or participants, including principal, interest, charges,
fees, premiums, indemnities and expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, evidenced by or arising
under any of the Lender Agreements, whether now existing or hereafter arising,
whether arising before, during or after the initial or any renewal term of the
Lender Agreements or after the commencement of any case with respect to any
Debtor under the U.S. Bankruptcy Code or any state insolvency law or similar
statute (and including, without limitation, any principal, interest, fees,
costs, expenses and other amounts, which would accrue and become due but for the
commencement of such case, whether or not such amounts are allowed or allowable
in

                                        3

<PAGE>

whole or in part in any such case or similar proceeding), whether direct or
indirect, absolute or contingent, joint or several, due or not due, primary or
secondary, liquidated or unliquidated, secured or unsecured, and whether arising
directly or howsoever acquired by Lender; provided, that, the principal amount
                                          --------  ----
of the Lender Debt (but not interest, costs, expenses, indemnities or other
charges at any time payable by any Debtor to Lender or charged by Lender to the
loan account of any Debtor maintained by Lender) in excess of $45,000,000, if
any, shall not benefit from the lien priority, the priority in right of payment
as to proceeds of Collateral or any other right or priority with respect to the
Noteholder Debt provided for herein.

         1.11 "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, encumbrance
(including, but not limited to, easements, rights of way and the like), lien
(statutory or other), security agreement or transfer intended as security,
including without limitation, any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease or any financing lease
having substantially the same economic effect as any of the foregoing.

         1.12 "Note Creditors" shall mean, collectively, Note Trustee and
Noteholders; sometimes being referred to herein individually as a "Note
Creditor".

         1.13 "Noteholder Agreements" shall mean, collectively, the following
(as the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced): (a) the Note Indenture; (b) the Senior
Secured Notes; (c) the agreements listed on Schedule 1 hereto and (d) all
agreements, documents and instruments at any time executed and/or delivered by
any Debtor or any other person to, with or in favor of Note Trustee or any
Noteholder in connection therewith or related thereto.

         1.14 "Noteholder Debt" shall mean all obligations, liabilities and
indebtedness of every kind, nature and description owing by a Debtor to Note
Trustee or any Noteholder, including principal, interest, charges, fees,
premiums, indemnities and expenses, however evidenced, whether as principal,
surety, endorser, guarantor or otherwise, evidenced by or arising under any of
the Noteholder Agreements, whether now existing or hereafter arising, whether
arising before, during or after the initial or any renewal term of the
Noteholder Agreements or after the commencement of any case with respect to a
Debtor under the U.S. Bankruptcy Code or any state insolvency law or similar
statute (and including, without limitation, any principal, interest, fees,
costs, expenses and other amounts which would accrue and become due but for the
commencement of such case, whether or not such amounts are allowable in whole or
in part, in any such case or similar proceeding), whether direct or indirect,
absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, secured or unsecured, and whether arising directly
or howsoever acquired by Note Trustee or such Noteholder.

         1.15 "Noteholders" shall mean, collectively, any person that at any
time is the owner or holder, directly or indirectly, of record or beneficially,
of any of the Senior Secured Notes; sometimes being referred to herein
individually as a "Noteholder".

                                        4

<PAGE>

         1.16 "Note Indenture" shall mean the Indenture, dated of even date
herewith, by RBX, as issuer, RBX Industries, as subsidiary guarantor and Note
Trustee, providing for the issuance of the Senior Secured Notes, as the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.

         1.17 "Note Trustee" shall mean State Street Bank and Trust Company, a
Massachusetts trust company, in its capacity as trustee pursuant to the Note
Indenture and the other Noteholder Agreements, and its successors and assigns,
including any replacement or successor trustee or any additional trustee.

         1.18 "Payment in full" or "payment in full" shall mean the indefeasible
payment and satisfaction in full in immediately available funds of all of the
Lender Debt and the termination of the financing arrangements provided by Lender
to Debtors (but not including for this purpose the refinancing or replacement of
the Lender Debt). If after receipt of any payment of, or proceeds of collateral
applied to the payment of, any of the Lender Debt, Lender is required to
surrender or return such payment or proceeds to any person for any reason, then
the Lender Debt intended to be satisfied by such payment or proceeds shall be
reinstated and continue and this Intercreditor Agreement shall continue in full
force and effect as if such payment or proceeds had not been received by Lender.

         1.19 "Person" or "person" shall mean any individual, sole
proprietorship, partnership, corporation (including, without imitation, any
corporation which elects subchapter S status under the Internal Revenue Code of
1986, as amended), limited liability company, limited liability partnership,
business trust, unincorporated association, joint stock company, trust, joint
venture, or other entity or any government or any agency or instrumentality or
political subdivision thereof.

         1.20 "Plan of Reorganization" shall mean the Second Amended Joint Plan
of Reorganization of RBX Group, Inc. and its Subsidiaries dated May 11, 2001,
confirmed by order of the U.S. Bankruptcy Court for the Western District of
Virginia, Roanoke Division entered on July 17, 2001 and any amendments,
supplements or modifications thereto.

         1.21 "RBX" shall mean RBX Corporation, a Delaware corporation, as
successor by merger to RBX Group, Inc. and the successor upon the conclusion of
the Chapter 11 cases of RBX Corporation and RBX Group, Inc. pursuant to the Plan
of Reorganization, and its successors and assigns, including, without
limitation, a receiver, trustee or debtor-in-possession on behalf of such person
or on behalf of any such successor or assign.

         1.22 "RBX Industries" shall mean RBX Industries, Inc., a Delaware
corporation, as successor by merger to the Chapter 11 Debtors (other than RBX
Corporation and RBX Group, Inc.), formerly known as Rubatex Corporation and the
successor upon the conclusion of the Chapter 11 cases of the Chapter 11 Debtors
(other than RBX Corporation and RBX Group, Inc.) pursuant to the Plan of
Reorganization, and its successors and assigns, including, without

                                        5

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limitation, a receiver, trustee or debtor-in-possession on behalf of such person
or on behalf of any such successor or assign.

     1.23  "Security Agreements" shall mean, collectively, the agreements listed
on Schedule 2 hereto and any other agreement at any time executed and/or
delivered by any Debtor to or in favor of Collateral Agent for the benefit of
Creditors granting a Lien upon any Collateral of such Debtor to Collateral Agent
for the benefit of Creditors, in each case as the same now or may hereafter
exist or may be amended, modified, supplemented, extended, renewed, restated or
replaced; each sometimes being referred to herein individually as a "Security
Agreement".

     1.24  "Senior Secured Notes" shall mean, collectively, the 12% Senior
Secured Notes due 2006 issued by RBX pursuant to the Note Indenture in the
original aggregate principal amount of $25,000,000, subject to increase upon
payment of interest through the issuance of additional Senior Secured Notes in
accordance with the terms thereof, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced.

     1.25  All terms defined in the Uniform Commercial Code as in effect in the
State of New York, unless otherwise defined herein shall have the meanings set
forth therein. All references to any term in the plural shall include the
singular and all references to any term in the singular shall include the
plural.

     2. APPOINTMENT OF COLLATERAL AGENT
        -------------------------------

     2.1 Appointment, Powers and Immunities.
         ----------------------------------

           (a) Each Lender and Note Trustee (for itself and on behalf of the
Noteholders) hereby irrevocably designates, appoints and authorizes Congress
Financial Corporation, a Delaware corporation (and any successor Collateral
Agent appointed pursuant to Section 2.6 hereof) to act as Collateral Agent
hereunder and under the Security Agreements with such powers as are specifically
delegated to Collateral Agent by the terms of this Intercreditor Agreement and
the Security Agreements, together with such other powers as are reasonably
incidental thereto.

           (b) The Collateral Agent hereby accepts its appointment as the
Collateral Agent hereunder upon the terms and conditions of this Intercreditor
Agreement and the Security Agreements, and hereby agrees to act as
representative and bailee with respect to the Collateral for the benefit of
Creditors upon the terms and conditions of this Intercreditor Agreement and the
Security Agreements.

           (c) Collateral Agent (i) shall have no duties or responsibilities
except those expressly set forth in this Intercreditor Agreement and the
Security Agreements, and shall not by reason of this Intercreditor Agreement,
any Security Agreement or otherwise be a trustee or fiduciary for any Creditor;
(ii) shall not be responsible to Creditors for any recitals, statements,
representations or warranties contained in this Intercreditor Agreement (except
for the

                                        6

<PAGE>

representations by Collateral Agent set forth in Section 4.2(c) hereof) or in
any of the Security Agreements, or in any certificate or other document referred
to or provided for in, or received by any of them in connection with this
Intercreditor Agreement or any Security Agreement, or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Intercreditor
Agreement or any Security Agreement or any other document referred to or
provided for herein or therein or for any failure by any Debtor or any other
Person (other than the Collateral Agent) to perform any of its obligations
hereunder or thereunder; and (iii) except as expressly provided herein, shall
not be responsible to Creditors for any action taken or omitted to be taken by
it hereunder or under any Security Agreement or under any other document or
instrument referred to or provided for herein or therein or in connection
herewith or therewith, except for its own gross negligence or willful misconduct
as determined by a final non-appealable order of a court of competent
jurisdiction. Collateral Agent may employ agents and attorneys-in-fact and shall
not be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

           2.2 Reliance by Collateral Agent. Collateral Agent shall be entitled
               ----------------------------
to rely upon any certification, notice or other communication (including any
thereof by telephone, telecopy, telex, telegram, cable or email) believed by it
to be genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, without inquiry or investigation and upon advice and
statements of legal counsel, independent accountants and other experts selected
by Collateral Agent in good faith. As to any matters not expressly provided for
by this Intercreditor Agreement or any other Agreement, Collateral Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions given by Lender in
respect of the Collateral until Lender has received payment in full of the
Lender Debt and thereafter in accordance with instructions given by Note
Trustee. Any action taken or failure to act pursuant to the instructions of
Lender (or Note Trustee, as applicable) shall be binding on all Creditors.
Collateral Agent shall have no obligation to take or not to take any action
pursuant to any instructions of any Note Creditor or any group of Note Creditors
(regardless of the percentage of the other outstanding Noteholder Debt held by
such Noteholders), except for instructions in writing received by Collateral
Agent from Note Trustee. No Noteholder shall give any such instructions to
Collateral Agent, or if any Noteholder shall give any such instructions, such
instructions shall be of no force and effect.

           2.3 Non-Reliance on Collateral Agent and Other Lenders. Collateral
               --------------------------------------------------
Agent has no responsibility to make and has made no representation and has not
furnished documents or information to support any credit analysis by any
Creditor and no Creditor may claim reliance on Collateral Agent. Each Creditor
agrees that it has, independently and without reliance on Collateral Agent or
any other Creditor, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of each Debtor and has made its own
decision to enter into its Agreements and that it will, independently and
without reliance upon Collateral Agent or any other Creditor, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under its
Agreements. Collateral Agent shall not be required to keep itself informed as to
the performance or observance by any Debtor of any term or provision of this
Intercreditor

                                        7

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Agreement or any Security Agreement or any other document referred to or
provided for herein or therein or to inspect the properties or books of any
Debtor. Collateral Agent shall not have any duty or responsibility to provide
any Creditor with any credit or other information concerning the affairs,
financial condition or business of any Debtor that may come into the possession
of Collateral Agent.

           2.4 Failure to Act. Collateral Agent shall in all cases be fully
               --------------
justified in failing or refusing to act hereunder and under any Security
Agreement unless it shall receive further assurances to its satisfaction from
Creditors (or at Collateral Agent's option, from Note Trustee on behalf of all
Note Creditors) that Collateral Agent shall have no liability to any Creditor as
a result of any such action.

           2.5 Concerning the Collateral and Security Agreements.
               -------------------------------------------------

                  (a) Each Lender and Note Trustee (for itself and on behalf of
the Noteholders) authorizes and directs Collateral Agent to enter into the
Security Agreements. Any action taken by Collateral Agent in accordance with the
terms of this Intercreditor Agreement or the Security Agreements relating to the
Collateral, and the exercise by Collateral Agent of its powers set forth therein
or herein, together with such other powers that are reasonably incidental
thereto, shall be binding upon all of Creditors.

                  (b) Collateral Agent shall have no obligation whatsoever to
any Creditor or any other Person to investigate, confirm or assure that the
Collateral exists or is owned by any Debtor or is cared for, protected or
insured or has been encumbered, or that the Liens granted to Collateral Agent
under the Security Agreements or otherwise have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise at all or in any particular manner, or under
any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to Collateral Agent in this
Intercreditor Agreement or in any of the Security Agreements, it being
understood and agreed that in respect of the Collateral, or any act. omission or
event related thereto, Collateral Agent may act in any manner it may deem
appropriate, in its discretion, exercised in good faith, and that Collateral
Agent shall have no duty or liability whatsoever to any Creditor, except for any
liability to a Creditor as a result of any action by Collateral Agent that is
determined to constitute gross negligence or willful misconduct pursuant to a
final, non-appealable order of a court of competent jurisdiction.

           2.6 Resignation.
               -----------

                  (a) Collateral Agent may resign at any time by giving notice
thereof to Lender and Note Trustee. After the payment in full of the Lender
Debt, Note Trustee shall have the right to require Collateral Agent to resign by
giving notice thereof to Lender and Collateral Agent. In the event of any such
resignation, Collateral Agent shall have the right to appoint a successor agent
reasonably acceptable to Lender (after consultation with the Lender) or at any
time on or after the payment in full of the Lender Debt, acceptable to the Note
Trustee. Lender (or Note

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Trustee, as applicable) shall be deemed to have found a successor reasonably
acceptable to it unless Lender (or Note Trustee, as applicable) indicates to the
contrary within five (5) business days after notice thereof from Collateral
Agent to Lender (or Note Trustee, as applicable). If after payment in full of
the Lender Debt, Collateral Agent has resigned, any payment of, or proceeds
applied to the payment of, the Lender Debt are required to be surrendered or
returned, so that any Lender Debt is reinstated (as set forth in the definition
of payment in full), Congress as the former Collateral Agent may, at its option,
automatically upon notice to Note Trustee, be reappointed as Collateral Agent
and the then Collateral Agent shall be deemed to have resigned.

              (b) Upon the acceptance of any appointment as agent hereunder by a
successor agent and the delivery of any Collateral that is the in the possession
of the retiring Collateral Agent, (i) the successor agent shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent, (ii) the retiring Collateral Agent shall have no further
duties and obligations hereunder and (iii) the retiring Collateral Agent shall,
at the expense of Debtors, upon the written request of the successor Collateral
Agent and without representation, warranty or recourse, execute and deliver such
documents, instruments and agreements as are reasonably necessary to effect an
assignment of the rights and obligations of the retiring Collateral Agent to the
successor Collateral Agent. After any retiring Collateral Agent's resignation or
removal hereunder as Collateral Agent, the provisions of this Section 2 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Collateral Agent.

       3. SECURITY INTERESTS; PRIORITIES; REMEDIES
          ----------------------------------------

       3.1 Acknowledgment of Liens; Priorities.
           -----------------------------------

              (a) Each Creditor and Collateral Agent hereby acknowledges that
Collateral Agent has been granted a Lien upon the Collateral for the benefit of
the Creditors. Notwithstanding any conflicting terms or conditions which may be
contained in any of the Agreements, the Liens upon the Collateral of Collateral
Agent for the benefit of Lender have and shall have priority over the Liens upon
the Collateral of Collateral Agent for the benefit of Note Creditors and such
Liens of Collateral Agent for the benefit of Note Creditors on the Collateral
are and shall be, in all respects, subject and subordinate to the Liens of
Collateral Agent for the benefit of Lender therein to the full extent of the
Lender Debt (subject to the limitation on the amount thereof provided for in the
definition of such term).

              (b) The proceeds of any sale, disposition or other realization
upon all or any part of the Collateral shall be applied in the following order
of priorities:

                  (i) first, to the payment in full in immediately available
funds of the expenses of the collection and enforcement of the Lender Debt and
such sale, disposition or other realization of the Collateral, including all
expenses, liabilities and advances incurred or made by

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Collateral Agent or Lender in connection therewith, or any amounts paid to or on
behalf of Collateral Agent by Lender in connection therewith;

                   (ii)  second, to the payment in full of all of the Lender
Debt (subject to the limitation on the amount thereof provided for in the
definition of such term) in whatever manner and order Lender chooses in
accordance with the provisions of the Lender Agreements and applicable law (and
including amounts to hold as cash collateral for any such Lender Debt which is
contingent in such amounts and on such terms as Lender may require pursuant
thereto);

                   (iii) third, to the Note Trustee for payment and satisfaction
in full in immediately available funds of all of the Noteholder Debt in whatever
manner and order Note Trustee chooses in accordance with the provisions of the
Noteholder Agreements and applicable law;

                   (iv)  fourth, to the payment of any other Lender Debt not
paid pursuant to clause (ii) above, if any, in whatever manner and order Lender
chooses in accordance with the provisions of the Lender Agreements and
applicable law; and

                   (v)   fifth, to the Debtors or such other person as may be
lawfully entitled thereto.

              (c)  Notwithstanding any instruction, notice or claim to the
contrary at any time received by Collateral Agent from any Note Creditor or
otherwise, Collateral Agent shall have no obligation, liability or
responsibility with respect to the distribution, delivery or remittance of any
proceeds of the Collateral to any Noteholder. Any proceeds of Collateral
received by Collateral Agent which are to be applied to the Noteholder Debt in
accordance with the terms hereof are only required to be remitted by Collateral
Agent to Note Trustee.

      3.2  Priorities Unaffected by Actions or Inactions. The lien priorities
           ---------------------------------------------
provided in Section 3.1 hereof shall not be altered or otherwise affected by any
amendment, modification, supplement, extension, renewal, restatement or
refinancing of either the Lender Debt or the Noteholder Debt, nor by any action
or inaction which Collateral Agent or any Creditor may take or fail to take in
respect of the Collateral. The foregoing provisions of this Agreement are
intended solely to govern the respective lien priorities as between the
Creditors and shall not impose on Collateral Agent any obligations in respect of
the disposition of proceeds of foreclosure or otherwise in respect of any
Collateral which would conflict with prior perfected claims therein in favor of
any other person or any order or decree of any court or other governmental
authority or any applicable law.

      3.3  No Contest of Lien. Lender and Note Trustee for itself and on behalf
           ------------------
of each Noteholder agrees that it will not contest the validity, perfection,
priority or enforceability of the Liens upon the Collateral of Collateral Agent
or any rights of Collateral Agent with respect to the Collateral, or the
respective priorities assigned to the Liens securing the Noteholder Debt and the
Lender Debt herein, or the validity or reasonableness of any act or omission by
Collateral Agent

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<PAGE>

in respect of the Collateral, including, without limitation, the timing, method,
or manner of selling or otherwise disposing of or realizing upon any of the
Collateral, the terms (including the price and percentage of consideration
received in cash) of any such sale or other disposition or realization, or any
failure to sell, dispose of or realize upon any of the Collateral. As between
Lender and Note Creditors, the terms of this Intercreditor Agreement shall
govern even if part or all of the Lender Debt or the Noteholder Debt or the
Liens securing payment and performance thereof are not perfected or are avoided,
disallowed, set aside or otherwise invalidated in any judicial proceeding or
otherwise.

         3.4  Right to Enforce Agreement.
              --------------------------

                  (a) Collateral Agent shall have the exclusive right to manage,
perform and enforce the terms of the Security Agreements with respect to the
Collateral, to exercise and enforce all privileges and rights thereunder in
respect of the Collateral according to its discretion exercised in good faith
and the exercise of its exclusive business judgment (notwithstanding any default
or event of default under any of the Lender Agreements, Noteholder Agreements or
the Security Agreements), including, without limitation, the exclusive right to
administer, take or retake control or possession of any Collateral, to hold,
prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral,
to foreclose or forbear from foreclosure in respect of any Collateral, seeking
or not seeking relief from any stay against foreclosure or other remedies in any
Insolvency Proceeding in respect of any Collateral and the acceptance of any
Collateral in full or partial satisfaction of any indebtedness. Notwithstanding
anything to the contrary contained in any of the Agreements, only Collateral
Agent shall have the right to restrict or permit, or approve or disapprove, the
sale, transfer or other disposition of Collateral. No consent or approval by any
Note Creditor to any sale, transfer or other disposition of any Collateral by
Collateral Agent or by any Debtor with the approval of Collateral Agent shall be
required, and Collateral Agent may, without the consent of Note Creditors,
release its Lien on any Collateral so sold, transferred or disposed of, and
notwithstanding anything to the contrary contained in any of the Agreements,
Note Creditors shall be deemed to have consented thereto (and Note Trustee shall
be deemed required to release its Lien for purposes of Section 10.05(c) of the
Note Indenture, which provision may not be amended or supplemented without the
prior consent of Collateral Agent), except that, in connection with any sale of
                                    ------ ----
Collateral by any Debtor with the approval of Collateral Agent, and the release
of the Lien of Collateral Agent, to the extent that the amount of the proceeds
that must be received from such sale by Debtors as a condition of the consent of
Lender to such sale are not set out in the Lender Agreements (as in effect on
the date hereof), and to the extent that Section 314 of the Trust Indenture Act
of 1939 may be applicable to such sale or release, the consent of Note Creditors
is subject only to (i) the receipt by Note Trustee of such certificates and
opinions as may be required under Section 314(d) of the Trust Indenture Act of
1939, if any, and (ii) the receipt by Note Trustee of a request from a Debtor
for such consent, together with the written approval thereof by Collateral
Agent, and a certificate from officers of a Debtor and an opinion of counsel to
a Debtor that the conditions precedent to such release provided for in the Note
Indenture as in effect on the date hereof have been satisfied and therefore such
release is in accordance with the terms of the Note Indenture. Any costs and
expenses or other amounts paid or to be paid by Collateral Agent may be paid by
Lender and

                                       11

<PAGE>

shall constitute part of the Lender Debt secured by the Collateral. Nothing
contained in this Section 3.4(a) shall be construed to relieve Collateral Agent
from any liability to Creditors for any losses suffered by Creditors as a result
of an action by Collateral Agent in conducting a sale, transfer or other
disposition of any Collateral by Collateral Agent which is determined to
constitute gross negligence or wilful misconduct pursuant to a final,
non-appealable order of a court of competent jurisdiction. Until Lender has
received payment in full of the Lender Debt, no Note Creditor shall have any
right to direct Lender or Collateral Agent to exercise any right, remedy or
power with respect to the Collateral and Note Trustee on behalf of each Note
Creditor consents to the exercise by Lender or Collateral Agent of any such
right, remedy or power as provided herein. No Note Creditor shall institute any
suit or assert in any suit, Insolvency Proceeding or other proceeding any claim
against Note Trustee, Lender or Collateral Agent seeking damages from or other
relief by way of specific performance, instructions or otherwise, with respect
to, and Note Trustee, Lender and Collateral Agent shall not be liable for, any
action taken or omitted to be taken by Note Trustee, Lender or Collateral Agent
with respect to the Collateral.

                (b)  Except as expressly permitted by Section 3.4(c) hereof,
notwithstanding any rights or remedies available to a Creditor under any of the
Agreements, applicable law or otherwise, without the consent of the Collateral
Agent, no Creditor shall directly or indirectly assert or exercise any right or
remedy as against any of the Collateral, including, without limitation, seeking
to foreclose or realize upon (judicially or non-judicially) any Collateral or
asserting any claims or interests therein (including, without limitation, by
setoff or notification of account debtors).

                (c)  Promptly upon the request of Collateral Agent, Lender or
Note Trustee will, at the expense of Debtors, join in enforcement, collection,
execution, levy or foreclosure proceedings with respect to the Collateral and
otherwise cooperate fully in the maintenance of such proceedings by Collateral
Agent, including, without limitation, by executing and delivering all such
directions, consents, pleadings, releases and other documents and instruments as
Collateral Agent may reasonably request in connection therewith, it being
understood that the conduct of such proceedings shall at all times be under the
exclusive control of Collateral Agent.

                (d)  Uniform Commercial Code financing statements (and including
any amendments, assignments, correction statements or termination statements
with respect thereto), mortgages, deeds of trust, deeds to secure debt and other
instruments to perfect the Liens of Collateral Agent in certain of the
Collateral shall be filed by Collateral Agent naming Collateral Agent as the
secured party. No Creditor shall file any Uniform Commercial Code financing
statements (and including any amendments, assignments, correction statements or
termination statements with respect thereto), mortgages, deeds of trust, deeds
to secure debt and other instruments with respect to the Collateral, unless
Collateral Agent shall fail to do so within ten (10) business days of receiving
notice that any of the foregoing have not been properly filed or have lapsed,
except if Collateral Agent is not permitted to file such financing statements,
mortgages, deeds of trust, deeds to secure debt or other instruments as a result
of any applicable statute or regulation or order of any court or other
governmental authority, and then in such case,

                                       12

<PAGE>

only with the prior written consent of Collateral Agent. No Creditor shall
exercise or assert any right to exercise any voting rights in respect of any act
or omission by Collateral Agent with respect to the Collateral (or the
disposition of the proceeds thereof), or to direct or assert any right to direct
Collateral Agent. Collateral Agent may amend, modify, supplement or waive any
provision of any Security Agreement only with the approval of Lender until the
payment in full of the Lender Debt and thereafter only with the approval of Note
Trustee, except that, Collateral Agent may not waive any default or event of
default arising under the Note Indenture or the Lender Agreements.

         3.5  Rights of Collateral Agent in Insolvency Proceedings.  In the
              ----------------------------------------------------
event of any Insolvency Proceeding with respect to any Debtor,

                  (a)  in addition to any other rights granted hereunder,
Collateral Agent is hereby irrevocably authorized and empowered (in its own name
or in the name of any Creditor or otherwise), but shall have no obligation, to
take such action on behalf of the Creditors as it may deem necessary or
advisable for the exercise or enforcement of any of the rights or interests of
the parties hereunder or under any Security Agreement; and

                  (b)  Lender and Note Trustee (for itself and on behalf of the
Noteholders) shall duly and promptly take such action as Collateral Agent may
reasonably request to permit Collateral Agent (i) to collect any Collateral (or
any distribution in respect thereof) for the account of any Creditor and file
appropriate claims or proofs of claim in respect of any Collateral and (ii) to
execute and deliver such powers of attorney, assignments or other instruments as
Collateral Agent may reasonably require to enforce any and all claims with
respect to any Collateral on behalf of Creditors and to collect and receive on
behalf of the Creditors any and all payments or distributions that may be
payable or deliverable upon or with respect to the Collateral and distribute
same in accordance with the terms hereof.

         3.6  Specific Performance. Collateral Agent is hereby authorized to
              --------------------
demand specific performance of this Intercreditor Agreement at any time when any
Creditor shall have failed to comply with any of the provisions of this
Intercreditor Agreement applicable to it. Each Creditor hereby irrevocably
waives any defense which might be asserted as a bar to such remedy of specific
performance.

         3.7  Sale and Release of Collateral. Notwithstanding anything to the
              ------------------------------
contrary contained in any of the Agreements, until payment in full of the Lender
Debt, only Lender shall have the right to restrict or permit, or approve or
disapprove, the sale, transfer or other disposition of Collateral, subject in
certain circumstances to the receipt by Note Trustee of certain certificates and
opinions as set forth in Section 3.4(a) hereof.

         3.8  Permitted Payments.
              ------------------

                                       13

<PAGE>

                  (a) Debtors shall not, without the prior written consent of
Collateral Agent in each instance, directly or indirectly, make, and Note
Trustee shall not accept, any payments in respect of the Noteholder Debt, except
                                                                          ------
for (i) regularly scheduled payments of interest in the form of additional
indebtedness with substantially the same terms as the Senior Secured Notes (as
in effect on the date hereof) in accordance with the terms of the Noteholder
Agreements as in effect on the date hereof until after the date that is the
third anniversary of the date of this Intercreditor Agreement and thereafter in
cash as provided in the Senior Secured Notes as in effect on the date hereof,
(ii) the principal on or after the date which is the fifth anniversary of the
date hereof and (iii) regularly scheduled payments of interest when due in
accordance with the terms of the Senior Secured Notes (as in effect on the date
hereof) in cash or other immediately available funds after the first anniversary
of the date hereof, provided, that, as to any such payment under this clause
                    --------  ----
(a)(iii), Collateral Agent shall have notified Note Trustee in writing that each
of the following conditions is satisfied:

                         (A) no event of default, or act, condition or event
which with notice or passage of time would constitute an event of default, under
the Lender Agreements shall exist or have occurred (provided, that, any such
                                                    --------  ----
notice by Lender to Note Trustee shall not be deemed a waiver of any such
default or event of default which may exist or a waiver or release of any rights
or remedies of Lender or Collateral Agent pursuant to any such default or event
of default or otherwise);

                         (B) as of the date of any such payment, the Excess
Availability (as such term is defined in the Lender Agreements) shall have been
not less than $5,000,000 for each of the immediately preceding thirty (30)
consecutive days; and

                         (C) as of the date of any such payment and after giving
effect thereto, the Excess Availability shall be not less than $5,000,000.

                  (b) Unless Note Trustee shall have received written notice
from Lender to the contrary, should Note Trustee receive any payment in respect
of the Noteholder Debt in contravention of Section 3.8(a) hereof, Note Trustee
shall receive and hold the same in trust, as trustee, for the benefit of Lender,
segregated from other funds and property of Note Trustee and shall forthwith
deliver the same to Lender (together with any endorsement or assignment of Note
Trustee where necessary or desirable), for application to any of the Lender
Debt. In the event of the failure of Note Trustee to make any such endorsement
or assignment to Lender, Lender or any of its officers or employees, are hereby
irrevocably authorized on behalf of such Note Trustee to make the same.

                  (c) Nothing contained in this Section 3.8 shall be construed
to limit the right of Debtors to make, and Note Trustee to accept, payments
required to be made by Debtors under the Note Indenture (as in effect on the
date hereof) to Note Trustee solely for the account of Note Trustee and for its
own benefit which payments are to be retained by Note Trustee (and are not made
to Note Trustee for distribution to any Noteholder).

                                       14

<PAGE>

         3.9  Delivery of Collateral. In the event that any Note Creditor shall
              ----------------------
obtain possession, custody or control of any of the Collateral (which shall not
be deemed to include proceeds of loans to a Debtor deposited with the Note
Trustee to pay principal and interest in respect of the Senior Secured Notes to
the extent such payment is permitted hereunder or proceeds of Collateral
distributed in accordance with Section 3.1(b) hereof), prior to the payment in
full of the Lender Debt, such Note Creditor shall receive and hold the same in
trust, as trustee, for the benefit of Collateral Agent, and shall immediately
transfer and deliver such Collateral to Collateral Agent (together with any
endorsement or assignment of such Note Creditor where necessary or desirable).
In the event of the failure of any Note Creditor to make any such endorsement or
assignment to Collateral Agent, Collateral Agent, or any of its officers or
employees, are hereby irrevocably authorized on behalf of such Note Creditor to
make the same. In the event that at any time all or part of any payment with
respect to the Lender Debt previously made is rescinded or required to be
returned for any reason, each Note Creditor shall promptly deliver to Collateral
Agent any Collateral then held by it and the provisions of this Intercreditor
Agreement shall be reinstated as if such payment had not been made.

         3.10 Bailee for Perfection. Collateral Agent and each Creditor hereby
              ---------------------
appoints each other Creditor as agent for the purpose of perfecting the Liens
upon the Collateral which, in accordance with the Uniform Commercial Code as
from time to time in effect, can be perfected only by possession or where such
possession or control results in the Liens of Collateral Agent having priority
over any other Liens and each hereby agrees to serve, as agent and bailee for
the other Creditors for such purpose and any Creditor that at any time has any
Collateral in its possession acknowledges that it holds and will hold possession
of such Collateral for the benefit of Lender and Note Trustee, subject to the
obligation to deliver such Collateral to Collateral Agent as provided herein.

         3.11 Notices of Default and Acceleration. Each Creditor shall give to
              -----------------------------------
the other Creditor (or in the case of Lender, shall give only to Note Trustee
for itself and the Noteholders) concurrently with the giving thereof to any
Debtor, a copy of any written notice by such Creditor of either (a) a default or
an event of default under its Agreements with such Debtor or (b) written notice
of demand for payment from such Debtor; provided, that, the failure of any party
to give any such notice to the other shall not affect the relative priorities of
Creditors' respective Liens as provided herein or the validity or effectiveness
of any such notice as against any Debtor. Each Debtor hereby authorizes and
consents to each Creditor sending any such notices to the other Creditors or
providing any other information with respect to any Debtor to the other
Creditors.

         3.12 Opportunity to Cure. Lender shall have the right, but not any
              -------------------
obligation, to cure for the account of Debtors any default by any Debtor under
the Noteholder Agreements at any time within fifteen (15) days after the date of
the receipt by Lender of written notice from Note Trustee of an event of default
under the Noteholder Agreements as a result of the failure of any Debtor to make
any payment when due thereunder or at any time within (30) days after the date
of written notice from Note Trustee of an event of default under the Noteholder
Agreements for any other reason or the applicable cure period provided for in
the Noteholder Agreements if longer (and if a payment default on an
unaccelerated basis). In no event shall Lender by virtue of

                                       15


<PAGE>

the payment of amounts, or performance of any obligation required to be paid or
performed by any Debtor, be deemed to have assumed any obligation of any Debtor
to any Note Creditor or any other person.

         40   COVENANTS, REPRESENTATIONS AND WARRANTIES
              -----------------------------------------

         4.1  Additional Covenants.  Note Trustee and each Debtor (in each case
              --------------------
severally only for itself and not jointly) agree in favor of Creditors that:

                  (a)  Note Trustee and Debtors shall, at any time or times upon
the request of Lender, promptly furnish to Collateral Agent a statement of the
outstanding Noteholder Debt based on the register with respect thereto
maintained by Debtors and Note Trustee;

                  (b)  Note Trustee, for itself and on behalf of the
Noteholders, shall execute and deliver to Collateral Agent such additional
agreements, documents and instruments and take such further actions as may be
reasonably necessary or desirable in the opinion of Collateral Agent to
effectuate the provisions and purposes of this Intercreditor Agreement.

         4.2  Additional Representations and Warranties.
              -----------------------------------------

                  (a)  Note Trustee represents and warrants to Lender and
Collateral Agent that:

                         (i) to the best of the knowledge of the Note Trustee,
as of the date hereof, no default or event of default, or act, condition or
event which with notice or passage of time or both would constitute an event of
default under any of the Noteholder Agreements exists or has occurred;

                         (ii) the execution, delivery and performance of this
Intercreditor Agreement by the Note Trustee is within its powers in its capacity
as trustee for each Noteholder and has been authorized by each Noteholder as
provided in, and in accordance with the requirements of, the Note Indenture, and
does not contravene any law, any provision of any of the Noteholder Agreements
or any other agreement to which Note Trustee is a party or by which it is bound;

                         (iii) the Note Trustee has been duly appointed and
constituted as trustee to act for and on behalf of each Noteholder and has been
irrevocably authorized to execute and deliver this Intercreditor Agreement for
itself and on behalf of each Noteholder and to perform all of its obligations
hereunder, and to take such actions on behalf of each Noteholder as may be
required of it under the terms hereof, without any further consent or approval
of any Noteholder and is in such position as of the date hereof;

                         (iv) the Note Trustee has not been granted and does not
have any Liens upon the assets and properties of any Debtor, except to the
extent that the Liens of Collateral Agent under the Security Agreements are for
the benefit of Note Trustee;

                                       16


<PAGE>

                         (v)   this Intercreditor Agreement constitutes the
legal, valid and binding agreement of Note Trustee and is enforceable in
accordance with its terms and shall be binding on Note Trustee; and

                         (vi)  the Note Indenture provides that this
Intercreditor Agreement is the valid and binding agreement of each Noteholder
acting by and through the Note Trustee and enforceable in accordance with its
terms with respect to such Noteholder.

                (b) Lender represents and warrants to Note Creditors that:

                         (i)   as of the date hereof, no default or event of
default, or act, condition or event which with notice or passage of time or both
would constitute an event of default under any of the Lender Agreements exists
or has occurred;

                         (ii)  the execution, delivery and performance of this
Intercreditor Agreement by Lender is within its powers and has been duly
authorized by it and does not contravene any law, any provision of any of the
Lender Agreements or any other agreement to which Lender is a party or by which
it is bound; and

                         (iii) this Intercreditor Agreement constitutes the
legal, valid and binding agreement of Lender and is enforceable in accordance
with its terms and shall be binding on Lender.

                (c) Collateral Agent represents and warrants to Creditors that:

                         (i)   the execution, delivery and performance of this
Intercreditor Agreement by Collateral Agent is within its powers and has been
duly authorized by it and does not contravene any law, any provision of any
agreement to which Collateral Agent is a party or by which it is bound; and

                         (ii)  this Intercreditor Agreement constitutes the
legal, valid and binding agreement of Collateral Agent and is enforceable in
accordance with its terms and shall be binding on Collateral Agent.

         4.3  Waivers.
              -------

                (a) Notice of acceptance hereof, the making of loans, advances
and extensions of credit or other financial accommodations to, and the incurring
of any expenses by or in respect of, any Debtor by Lender, and presentment,
demand, protest, notice of protest, notice of nonpayment or default and all
other notices to which Lender or any Note Creditor or Debtor are or may be
entitled are hereby waived (except as expressly provided for herein or as to
Lender or Debtor, in the Lender Agreements or under applicable law). The
foregoing shall not be construed to waive the rights of any Noteholder to any
notice from Note Trustee required under the Note Indenture.

                                       17



<PAGE>

                  (b) Each Creditor hereby waives, to the fullest extent
permitted by law, (i) any right (A) under Section 9-608(a)(1) of the Uniform
Commercial Code to application of the proceeds of disposition of any Collateral
other than as contemplated by this Intercreditor Agreement, (B) to redeem any of
the Collateral following Collateral Agent's foreclosure thereon and (C) to
promptness, diligence, notice of acceptance and any other notice with respect to
any of the obligations under the Agreements and (ii) any requirement that
Collateral Agent protect, secure, perfect or insure any security interest or
lien under any Security Agreement or otherwise or the Collateral or any other
property subject thereto or exhaust any right or take any action against any
Debtor or any other person or any Collateral, except as expressly provided in
this Intercreditor Agreement.

                  (c) Until Lender has received payment in full of the Lender
Debt, Note Creditor also waives notice of, and hereby consents to, (i) any
amendment, modification, supplement, renewal, restatement or extensions of time
of payment of or increase or decrease in the amount of any of the Lender Debt or
to the Lender Agreements or any Collateral, provided that the Lender Agreements
are not amended to increase the maximum commitment thereunder to more than
$45,000,000, (ii) the good faith taking, exchange, surrender and releasing of
Collateral or guarantees now or at any time held by or available to Collateral
Agent or Lender for the Lender Debt or any other person at any time liable for
or in respect of the Lender Debt as provided herein, (iii) the exercise of, or
refraining from the exercise of any rights against any Debtor or any other
obligor or any Collateral, (iv) the settlement, compromise or release of, or the
waiver of any default with respect to, any of the Lender Debt, and/or (d)
Lender's election, in any proceeding instituted under the U.S. Bankruptcy Code,
of the application of Section 1111(b)(2) of the U.S. Bankruptcy Code. Any of the
foregoing shall not, in any manner, affect the terms hereof or impair the
obligations of any Note Creditor hereunder. No Note Creditor shall, directly or
indirectly, by judicial proceedings or otherwise, challenge the enforceability
of any provision of this Intercreditor Agreement. All of the Lender Debt shall
be deemed to have been made or incurred in reliance upon this Intercreditor
Agreement.

         4.4 Subrogation; Marshalling. Note Creditors shall not be subrogated
             ------------------------
to, or be entitled to any assignment of any Lender Debt or Noteholder Debt or of
any Collateral or guarantees or evidence of any thereof until the payment in
full of the Lender Debt. Each Note Creditor hereby waives any and all rights to
have any Collateral or any part thereof granted to Creditor marshalled upon any
foreclosure or other disposition of such collateral by Creditor or a Debtor.

         4.5 No Offset. In the event any Note Creditor at any time incurs any
             ---------
obligation to pay money to a Debtor, such Note Creditor hereby irrevocably
agrees that it shall pay such obligation in cash or cash equivalents in
accordance with the terms of the contract governing such obligation and shall
not deduct from or setoff against any amounts owed by such Note Creditor to such
Debtor in connection with any such transaction any amounts such Note Creditor
claims are due to it with respect to the Noteholder Debt.

         50  MISCELLANEOUS
             -------------

                                       18


<PAGE>

         5.1  Amendments. Any waiver, permit, consent or approval by any
              ----------
Creditor of or under any provision, condition or covenant to this Intercreditor
Agreement must be in writing and shall be effective only to the extent it is set
forth in writing and as to the specific facts or circumstances covered thereby.
Any amendment of this Intercreditor Agreement must be in writing and signed by
each of the parties to be bound thereby (except as to Note Creditors, under the
terms of the Note Indenture each Noteholder has agreed to be bound thereby
notwithstanding that such amendment may be signed only by the Note Trustee, and
Lender is hereby authorized to rely on such execution by Note Trustee without
inquiry as to its right or authority to so bind any Noteholder).

         5.2  Successors and Assigns.
              ----------------------

                  (a)  This Intercreditor Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of each Creditor and its respective successors, participants and
assigns. Notwithstanding that each Noteholder may not execute and deliver this
Intercreditor Agreement, under the terms of the Indenture by acceptance of any
Senior Secured Note, a Noteholder has agreed to be bound hereby as if such
Noteholder had executed and delivered this Intercreditor Agreement and the terms
set forth herein are incorporated into and shall be deemed a part of each of the
Senior Secured Notes. Lender is relying upon the binding nature of this
Intercreditor Agreement upon each Note Creditor.

                  (b)  Lender reserves the right to grant participations in, or
otherwise sell, assign, transfer or negotiate all or any part of, or any
interest in, the Lender Debt and the Collateral securing same; provided, that,
Note Trustee shall not be obligated to give any notices to or otherwise in any
manner deal directly with any participant in the Lender Debt and no participant
shall be entitled to any rights or benefits under this Intercreditor Agreement
except through Lender. In connection with any participation or other transfer or
assignment, Lender (i) may disclose to such assignee, participant or other
transferee or assignee all documents and information which Lender now or
hereafter may have relating to the Lender Debt or the Collateral and (ii) shall
disclose to such participant or other transferee or assignee the existence and
terms and conditions of this Intercreditor Agreement.

                  (c)  In connection with any successor financing or replacement
in respect of the Lender Debt, Note Trustee agrees (and has been irrevocably
authorized and directed by each Noteholder pursuant to the terms of the Note
Indenture) to execute and deliver an agreement containing terms substantially
identical to those contained herein (including the limitation on the amount of
Lender Debt entitled to priority as provided for in the definition of the term
Lender Debt contained herein) in favor of any such successor or replacement
lenders.

         5.3  Insolvency.
              ----------


                  (a)  This Intercreditor Agreement shall be applicable both
before and after the filing of any petition by or against a Debtor under the
U.S. Bankruptcy Code and all converted or succeeding cases in respect thereof,
and all references herein to a Debtor shall be deemed to

                                       19

<PAGE>

apply to a trustee for such Debtor and such Debtor as debtor-in-possession. The
relative rights of Lender and Note Creditors to repayment of the Lender Debt and
the Noteholder Debt, respectively, and in or to any distributions from or in
respect of any Debtor or any Collateral or proceeds of Collateral, shall
continue after the filing thereof on the same basis as prior to the date of the
petition, subject to any court order approving the financing of, or use of cash
collateral by, such Debtor as debtor-in-possession.

                  (b) Each Creditor shall be entitled to vote its claim in any
Insolvency Proceeding so long as no Creditor (i) challenges any Liens of
Collateral Agent or (ii) challenges or disputes the validity of this
Intercreditor Agreement.

         5.4 Bankruptcy Financing. If a Debtor shall become subject to a
             --------------------
proceeding under the U.S. Bankruptcy Code and if Lender desires to permit the
use of cash collateral or to provide financing to such Debtor under either
Section 363 or Section 364 of the U.S. Bankruptcy Code, each Note Creditor
agrees as follows: (a) adequate notice to Note Creditors shall have been
provided for such financing or use of cash collateral if Note Trustee receives
notice five (5) business days prior to the entry of the order approving such
financing or use of cash collateral and (b) no objection will be raised by Note
Creditors to any such financing or use of cash collateral on the ground of a
failure to provide "adequate protection" for the junior Liens of Note Trustee on
the Collateral or any other grounds, provided (i) Collateral Agent retains a
Lien on the post-petition Collateral for the benefit of Note Trustee with the
same priority as existed prior to the commencement of the proceeding under the
U.S. Bankruptcy Code to the extent Collateral Agent may be entitled to such a
Lien on behalf of Note Trustee and Note Trustee is permitted to receive such
payments of interest during such proceeding as adequate protection as it may
have been entitled to hereunder and under the U.S. Bankruptcy Code, if any and
(ii) the principal amount of the maximum commitments to provide such
post-petition financing, when aggregated with the principal amount of the loans
outstanding under the Lender Agreements immediately prior to the commencement of
such proceeding, would not exceed $45,000,000 and the percentage of the margin
of the interest rate with respect to the Lender Debt after the commencement of
such proceedings shall not be more than one (1%) percentage point per annum
greater than the percentage of the margin as in effect immediately prior to the
commencement of such proceeding. For purposes of this Section, notice of a
proposed financing or use of cash collateral shall be deemed given when given,
in the manner prescribed by Section 5.5 hereof, to Note Trustee.

         5.5 Notices. All notices, requests and demands to or upon the
             -------
respective parties hereto shall be in writing and shall be deemed duly given,
made or received: if delivered in person, immediately upon delivery; if by
telex, telegram or facsimile transmission, immediately upon sending and upon
confirmation of receipt; if by nationally recognized overnight courier service
with instructions to deliver the next business day, one (1) business day after
sending; and if mailed by certified mail, return receipt requested, five (5)
days after mailing to the parties at their addresses set forth below (or to such
other addresses as the parties may designate in accordance with the provisions
of this Section):

                                       20


<PAGE>

         To Lender and
         Collateral Agent:   Congress Financial Corporation
                             1133 Avenue of the Americas
                             New York, New York 10036
                             Attention: Mr. Laurence S. Forte
                             Telecopy No.: 212-545-4283

         To Note Trustee:    State Street Bank and Trust Company Corporate Trust
                             Goodwin Square
                             225 Asylum Street, 23/rd/ Floor
                             Hartford, Connecticut 06109
                             Attention: Mr. Michael Hopkins
                             Telecopy No.: 860-244-1889

         with a copy to:     Richard Hiersteiner, Esq.
                             Palmer & Dodge LLP
                             One Beacon Street
                             Boston, Massachusetts 02108
                             Telecopy No.: 617-227-4420

Collateral Agent, Lender or Note Trustee may change the address(es) to which all
notices, requests and other communications are to be sent by giving written
notice of such address change to the other Creditor in conformity with this
Section 5.5, but such change shall not be effective until notice of such change
has been received by Collateral Agent, Note Trustee or Lender, as the case may
be.

         5.6  Counterparts. This Intercreditor Agreement may be executed in any
              ------------
number of counterparts, each of which shall be an original with the same force
and effect as if the signatures thereto and hereto were upon the same
instrument. Delivery of an executed signature page to this Intercreditor
Agreement shall be as effective as delivery of a manually executed counterpart
hereof.

         5.7  Governing Law. The validity, construction and effect of this
              -------------
Intercreditor Agreement shall be governed by the internal laws of the State of
New York (without giving effect to principles of conflicts of law).

         5.8  CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. EACH OF THE PARTIES
              ---------------------------------------------
HERETO HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND WAIVES TRIAL BY JURY IN
ANY ACTION OR PROCEEDING WITH RESPECT TO THIS INTERCREDITOR AGREEMENT.

                                       21



<PAGE>

         5.9  Complete Agreement.  This written Intercreditor Agreement is
              ------------------
intended by the parties as a final expression of their agreement and is intended
as a complete statement of the terms and conditions of their agreement.

         5.10 No Third Parties Benefitted. Except as expressly provided in
              ---------------------------
Section 5.2, this Intercreditor Agreement is solely for the benefit of the
Creditors and their respective successors, participants and assigns, and no
other person shall have any right, benefit, priority or interest under, or
because of the existence of, this Intercreditor Agreement.

         5.11 Disclosures; Non-Reliance. Each Creditor has the means to, and
              -------------------------
shall in the future remain, fully informed as to the financial condition and
other affairs of each Debtor and no Creditor shall have any obligation or duty
to disclose any such information to any other Creditor. Except as expressly set
forth in this Intercreditor Agreement, the parties hereto have not otherwise
made to each other nor do they hereby make to each other any warranties, express
or implied, nor do they assume any liability to each other with respect to: (a)
the enforceability, validity, value or collectability of any of the Noteholder
Debt or Lender Debt or any guarantee or security which may have been granted to
any of them in connection therewith, (b) a Debtor's title to or right to
transfer any of the Collateral, or (c) any other matter except as expressly set
forth in this Intercreditor Agreement.

         5.12 Term. This Intercreditor Agreement is a continuing agreement and
              ----
shall remain in full force and effect until payment in full of all Lender Debt.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       22


<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Intercreditor
Agreement to be duly executed as of the day and year first above written.

                         CONGRESS FINANCIAL CORPORATION

                         By: /s/ Peter R. Seckel
                             ---------------------------------

                         Title: SVP
                                ------------------------------

                         STATE STREET BANK AND TRUST COMPANY, as
                         Note Trustee

                         By: /s/ signature illegible
                             ---------------------------------

                         Title: Vice President
                                ------------------------------


         Each of the undersigned hereby acknowledges and agrees to the foregoing
terms and provisions. By its signature below, each of the undersigned agrees
that it will, together with its successors and assigns, be bound by the
provisions hereof.

         Each of the undersigned agrees that any Creditor holding Collateral
does so as bailee (under the UCC) for the other and is hereby authorized to and
may turn over to such other Creditor upon request therefor any such Collateral,
after all obligations and indebtedness of the undersigned to the bailee Creditor
have been fully paid and performed.

         Each of the undersigned acknowledges and agrees that: (i) although it
may sign this Intercreditor Agreement it is not a party hereto and does not and
will not receive any right, benefit, priority or interest under or because of
the existence of the foregoing Intercreditor Agreement, (ii) in the event of a
breach by the undersigned or any Note Creditor of any of the terms and
provisions contained in the foregoing Intercreditor Agreement, such a breach
shall constitute an "Event of Default" as defined in and under the Lender
Agreements and (iii) it will execute and deliver such additional documents and
take such additional action as may be necessary or desirable in the opinion of
any Creditor to effectuate the provisions and purposes of the foregoing
Intercreditor Agreement.

                         RBX CORPORATION

                         By: /s/ Eugene I. Davis
                             --------------------------------

                         Title: CRO and President
                                -----------------------------

                         RBX INDUSTRIES, INC.

                         By:  /s/ Eugene I. Davis
                              -------------------------------

                         Title: CRO and President
                                -----------------------------

                                       23


<PAGE>

                                    EXHIBIT A
                                       TO
                  INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
                  ---------------------------------------------

                                      None

                                      A-1

<PAGE>

                                    EXHIBIT B
                                       TO
                  INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
                  ---------------------------------------------

                               Security Agreements
                               -------------------

1.   General Security Agreement, dated of even date herewith, by RBX Industries,
     Inc. ("RBX Industries") in favor of Congress Financial Corporation, as
     collateral agent ("Collateral Agent").

2.   Amended and Restated General Security Agreement, dated of even date
     herewith, by RBX Corporation ("RBX") in favor of Congress Financial
     Corporation, as collateral agent ("Collateral Agent").

3.   Amended and Restated Trademark Collateral Assignment and Security
     Agreement, dated of even date herewith, 2001, by and between RBX Industries
     and Collateral Agent.

4.   Amended and Restated Patent Collateral Assignment and Security Agreement,
     dated of even date herewith, by and between RBX Industries and Collateral
     Agent.

5.   Amended and Restated Trademark Collateral Assignment and Security
     Agreement, dated of even date herewith, by and between RBX and Collateral
     Agent.

6.   Amended and Restated Pledge and Security Agreement, dated of even date
     herewith, by RBX in favor of Collateral Agent with respect to the pledge of
     the shares of RBX Industries, Inc.

7.   Amended and Restated Pledge and Security Agreement, dated of even date
     herewith, by RBX Industries in favor of Collateral Agent with respect to
     the pledge of the membership interests of NeoCork Technologies, LLC.

8.   Mortgage with Security Agreement and Assignment of Leases, dated of even
     date herewith, between RBX Industries and Collateral Agent with respect to
     real property located in Colt, Arkansas.

9.   Deed of Trust, Assignment of Leases and Rents and Security Agreement, dated
     April 20, 2001, between Groendyk Manufacturing Company, Inc. and Congress
     Financial Corporation ("Congress"), recorded on April 25, 2001, as
     Instrument No. 0102161 in Botetourt County, Virginia, as modified by
     Modification No.1 and Modification No. 2 to Deed of Trust, Assignment of
     Leases and Rents and Security Agreement, dated of even date herewith,
     between RBX Industries and Collateral Agent with respect to real property
     located in Buchanan, Botetourt County, Virginia.

10.  Deed to Secure Debt and Security Agreement, dated April 20, 2001, between
     Rubatex Corporation ("Rubatex") and Congress, recorded in Book 486, Page
     206 in Haralson County, Georgia, as modified by Modification No. 1 to Deed
     to Secure Debt and Security

                                      B-1

<PAGE>

     Agreement, dated of even date herewith, between RBX Industries and
     Collateral Agent with respect to real property located in Tallapoosa,
     Haralson County, Georgia.

11.  Deed of Trust, Assignment of Leases and Rents and Security Agreement, dated
     April 20, 2001, between Rubatex and Congress, recorded on April 25, 2001,
     as Instrument No. 010004979 in Bedford County, Virginia, as modified by
     Modification No. 1 to Deed of Trust, Assignment of Leases and Rents and
     Security Agreement, dated of even date herewith, between RBX Industries and
     Collateral Agent with respect to real property located in Bedford,
     Virginia.

12.  Deed of Trust, Assignment of Leases and Rents and Security Agreement, dated
     April 20, 2001, between Waltex Corporation and Congress, recorded on April
     25, 2001, as Instrument No. 010004981 in Bedford County, Virginia, as
     modified by Modification No. 1 to Deed of Trust, Assignment of Leases and
     Rents and Security Agreement, dated of even date herewith, between RBX
     Industries and Collateral Agent with respect to real property located in
     Bedford, Virginia.

13.  Deed of Trust and Security Agreement, dated April 20, 2001, between Rubatex
     and Congress, recorded in Book 2265, Page 1013 in Catawba County, North
     Carolina, as modified by Modification No. 1 to Deed of Trust and Security
     Agreement, dated of even date herewith, between RBX Industries and
     Collateral Agent with respect to real property located in Conover, Catawba
     County, North Carolina.

14.  Deposit Account Control Agreement, dated of even date herewith, by and
     among SunTrust Bank, Collateral Agent and Debtor.

                                       B-2