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-------------------------------------------------------------------------------


                                CREDIT AGREEMENT


                                  by and among


                          SARATOGA BEVERAGE GROUP, INC.
                                  as Borrower,


                       NATIONSBANK, NATIONAL ASSOCIATION,
                             as Agent and as Lender


                                       and


                   THE LENDERS PARTY HERETO FROM TIME TO TIME




                                January 29, 1999






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                                TABLE OF CONTENTS

                                                                            Page

                         ARTICLE Definitions and Terms

1.1.         Definitions......................................................2
1.2.         Rules of Interpretation.........................................25

                               ARTICLE II The Loans

2.1.         Term Loan.......................................................27
2.2.         Revolving Loans.................................................27
2.3.         Payment of Principal............................................29
2.4.         Payment of Interest.............................................29
2.5.         Manner of Payment...............................................30
2.6.         Optional Prepayments............................................30
2.7.         Mandatory Prepayments.  ........................................31
2.8.         Notes...........................................................32
2.9.         Pro Rata Payments...............................................32
2.10.        Reductions......................................................32
2.11.        Conversions and Elections of Subsequent Interest Periods........32
2.12.        Increase and Decrease in Amounts................................33
2.13.        Facility Fees...................................................33
2.14.        Deficiency Advances.............................................33
2.15.        Use of Proceeds.................................................34

                               ARTICLE III Security

3.1.         Security........................................................35
3.2.         Stock Pledge....................................................35
3.3.         Facility Guaranty...............................................35
3.4.         Further Assurances..............................................35
3.5.         Information Regarding Collateral................................36
3.6.         Mortgages.......................................................36

                        ARTICLE IV Change in Circumstances

4.1.         Increased Cost and Reduced Return...............................37


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4.2.         Limitation on Types of Loans....................................38
4.3.         Illegality......................................................38
4.4.         Treatment of Affected Loans.....................................39
4.5.         Compensation....................................................39
4.6.         Taxes...........................................................40

                       ARTICLE V Conditions to Making Loans

5.1.         Conditions of Term Loan and Initial Advance.....................42
5.2.         Conditions of Revolving Loans.  ................................45

                    ARTICLE VI Representations and Warranties

6.1.         Organization and Authority......................................46
6.2.         Loan Documents..................................................46
6.3.         Solvency........................................................47
6.4.         Subsidiaries and Stockholders...................................47
6.5.         Ownership Interests.............................................47
6.6.         Financial Condition.............................................47
6.7.         Title to Properties.............................................48
6.8.         Taxes...........................................................49
6.9.         Other Agreements................................................49
6.10.        Litigation......................................................49
6.11.        Margin Stock....................................................49
6.12.        Investment Company..............................................49
6.13.        Patents, Etc....................................................50
6.14.        No Untrue Statement.............................................50
6.15.        No Consents, Etc................................................50
6.16.        Employee Benefit Plans..........................................50
6.17.        No Default......................................................51
6.18.        Environmental Laws..............................................52
6.19.        Employment Matters..............................................52
6.20.        RICO............................................................52
6.21.        Year 2000 Compliance............................................52

                        ARTICLE VII Affirmative Covenants

7.1.         Financial Reports, Etc..........................................54
7.2.         Maintain Properties.............................................55
7.3.         Existence, Qualification, Etc...................................55
7.4.         Regulations and Taxes...........................................55
7.5.         Insurance.......................................................56


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7.6.         True Books......................................................56
7.7.         Year 2000 Compliance............................................56
7.8.         Right of Inspection.............................................56
7.9.         Observe all Laws................................................56
7.10.        Governmental Licenses...........................................57
7.11.        Covenants Extending to Other Persons............................57
7.12.        Officer's Knowledge of Default..................................57
7.13.        Suits or Other Proceedings......................................57
7.14.        Notice of Environmental Complaint or Condition..................57
7.15.        Environmental Compliance........................................57
7.16.        Indemnification.................................................58
7.17.        Further Assurances..............................................58
7.18.        Employee Benefit Plans..........................................58
7.19.        Continued Operations............................................59
7.20.        New Subsidiaries................................................59
7.21.        Swap Agreements.................................................61
7.22.        Key Employee Contracts..........................................61
7.23.        Life Insurance..................................................61

                         ARTICLE VIII Negative Covenants

8.1.         Financial Covenants.............................................62
8.2.         Acquisitions....................................................63
8.3.         Capital Expenditures............................................63
8.4.         Liens...........................................................64
8.5.         Indebtedness....................................................65
8.6.         Transfer of Assets..............................................65
8.7.         Investments.....................................................65
8.8.         Merger or Consolidation.........................................66
8.9.         Restricted Payments.............................................66
8.10.        Transactions with Affiliates....................................66
8.11.        Compliance with ERISA...........................................67
8.12.        Fiscal Year.....................................................68
8.13.        Dissolution, etc................................................68
8.14.        Limitations on Sales and Leasebacks.............................68
8.15.        Change in Control...............................................68
8.16.        Rate Hedging Obligations........................................68
8.17.        Negative Pledge Clauses.........................................68
8.18.        Compensation; Reimbursement of Expenses.........................68
8.19.        Change in Accountants...........................................69
8.20.        Lease Payments..................................................69

                  ARTICLE IX Events of Default and Acceleration


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9.1.         Events of Default...............................................69
9.2.         Agent to Act....................................................72
9.3.         Cumulative Rights...............................................72
9.4.         No Waiver.......................................................72
9.5.         Allocation of Proceeds..........................................72

                               ARTICLE X The Agent

10.1.        Appointment, Powers, and Immunities.............................74
10.2.        Reliance by Agent...............................................74
10.3.        Defaults........................................................75
10.4.        Rights as Lender................................................75
10.5.        Indemnification.................................................75
10.6.        Non-Reliance on Agent and Other Lenders.........................76
10.7.        Resignation of Agent............................................76
10.8.        Fees............................................................76

                             ARTICLE XI Miscellaneous

11.1.        Assignments and Participations..................................77
11.2.        Notices.........................................................78
11.3.        Right of Set-off; Adjustments...................................80
11.4.        Survival........................................................80
11.5.        Expenses........................................................81
11.6.        Amendments and Waivers..........................................81
11.7.        Counterparts....................................................81
11.8.        Termination.....................................................81
11.9.        Indemnification; Limitation of Liability........................82
11.10.       Severability....................................................83
11.11.       Entire Agreement................................................83
11.12.       Agreement Controls..............................................83
11.13.       Usury Savings Clause............................................83
11.14.       Payments........................................................84
11.15.       GOVERNING LAW; WAIVER OF JURY TRIAL.............................84

EXHIBIT A    Applicable Commitment Percentages..............................A-1
EXHIBIT B    Form of Assignment and Acceptance..............................B-1
EXHIBIT C    Notice of Appointment (or Revocation) of Authorized
                           Representative...................................C-1
EXHIBIT D    Form of Borrowing Notice.......................................D-1
EXHIBIT E    Form of Interest Rate Selection Notice.........................E-1
EXHIBIT F-1  Form of Revolving Note.......................................F-1-1


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EXHIBIT F-2  Form of Term Note............................................F-2-1
EXHIBIT G    Form of Opinion of Borrower's Counsel..........................G-1
EXHIBIT H    Compliance Certificate.........................................H-1
EXHIBIT I    Form of Facility Guaranty......................................I-1
EXHIBIT J    Form of Security Agreement.....................................J-1
EXHIBIT K    Form of Intellectual Prop......................................K-1

Schedule 3.5        Information Regarding Collateral........................S-1
Schedule 6.4        Subsidiaries and Investments in Other Persons...........S-2
Schedule 6.7        Liens...................................................S-3
Schedule 6.8        Tax Matters ............................................S-4
Schedule 6.10       Litigation..............................................S-5
Schedule 6.18       Environmental...........................................S-6
Schedule 7.5        Insurance...............................................S-7
Schedule 8.5(e)     Purchase Money Indebtedness.............................S-8
Schedule 8.5(f)     Hansens Notes...........................................S-9


<PAGE>


                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT, dated as of January 29, 1999 (the "Agreement"),
is made by and among SARATOGA BEVERAGE GROUP, INC., a Delaware corporation
having its principal place of business in Saratoga Springs, New York (the
"Borrower"), NATIONSBANK, NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States, in its capacity as a
Lender ("NationsBank"), and each other financial institution executing and
delivering a signature page hereto and each other financial institution which
may hereafter execute and deliver an instrument of assignment with respect to
this Agreement pursuant to Section 11.1 (hereinafter such financial institutions
may be referred to individually as a "Lender" or collectively as the "Lenders"),
and NATIONSBANK, NATIONAL ASSOCIATION, a national banking association organized
and existing under the laws of the United States, in its capacity as agent for
the Lenders (in such capacity, and together with any successor agent appointed
in accordance with the terms of Section 10.7, the "Agent");

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

         WHEREAS, the Borrower has requested that the Lenders make available to
the Borrower a term loan facility in the principal amount of $8,000,000 and a
revolving credit facility of up to $14,000,000 the proceeds of which are to be
used to finance the FJC Acquisition (as defined below) and other Acquisitions
and certain capital expenditures permitted hereunder, and for general working
capital needs; and

         WHEREAS, the Lenders are willing to make such term loan and revolving
credit facilities available to the Borrower upon the terms and conditions set
forth herein;

         NOW, THEREFORE, the Borrower, the Lenders and the Agent hereby agree as
follows:


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                                    ARTICLE I

                              Definitions and Terms
                              ---------------------


         I.1. Definitions. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

                  "Acquisition" means the acquisition of (i) a controlling
         equity interest in another Person (including the purchase of an option,
         warrant or convertible or similar type security to acquire such a
         controlling interest at the time it becomes exercisable by the holder
         thereof), whether by purchase of such equity interest or upon exercise
         of an option or warrant for, or conversion of securities into, such
         equity interest, or (ii) assets of another Person which constitute all
         or substantially all any material part of the assets of such Person or
         of a line or lines of business conducted by such Person.

                  "Advance" means any of (i) the borrowing under the Term Loan
         Facility or (ii) a borrowing under the Revolving Credit Facility
         consisting of a Base Rate Loan or a Eurodollar Rate Loan.

                  "Affiliate" means any Person (i) which directly or indirectly
         through one or more intermediaries controls, or is controlled by, or is
         under common control with the Borrower; or (ii) which beneficially owns
         or holds 10% or more of any class of the outstanding voting stock (or
         in the case of a Person which is not a corporation, 10% or more of the
         equity interest) of the Borrower; or 10% or more of any class of the
         outstanding voting stock (or in the case of a Person which is not a
         corporation, 10% or more of the equity interest) of which is
         beneficially owned or held by the Borrower. The term "control" means
         the possession, directly or indirectly, of the power to direct or cause
         the direction of the management and policies of a Person, whether
         through ownership of voting stock, by contract or otherwise.

                  "Applicable Commitment Percentage" means, with respect to each
         Lender at any time, (i) with respect to the Revolving Credit Facility,
         a fraction, the numerator of which shall be such Lender's Revolving
         Credit Commitment and the denominator of which shall be the Total
         Revolving Credit Commitment, and (ii) with respect to the Term Loan
         Facility, a fraction, the numerator of which shall be such Lender's
         Term Loan Commitment and the denominator of which shall be the Total
         Term Loan Commitment, which Applicable Commitment Percentage for each
         Lender as of the Closing Date is as set forth in Exhibit A; provided
         that the Applicable Commitment Percentage of each Lender shall be
         increased or decreased to reflect any assignments to or by such Lender
         effected in accordance with Section 11.1.

                  "Applicable Lending Office" means, for each Lender and for
         each Type of Loan, the "Lending Office" of such Lender (or of an
         affiliate of such Lender) designated for such Type of Loan on the
         signature pages hereof or such other office of such Lender (or an
         affiliate of such Lender) as such Lender may from time to time specify
         to the Agent 

                                       2

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         and the Borrower by written notice in accordance with the terms hereof 
         as the office by which its Loans of such Type are to be made and 
         maintained.

                  "Applicable Margin" means (i) with respect to the Term Loan,
         3.500% per annum, and (ii) with respect to Revolving Loans, that
         percent per annum set forth below, which shall be based upon the
         Consolidated Leverage Ratio for the Four-Quarter Period most recently
         ended as specified below:

                                                             Applicable
                                                               Margin
                                                      -------------------------
         Consolidated Leverage                         Base          Eurodollar
                Ratio                                  Rate             Rate   
         ---------------------                        ------         ----------
(a)      Greater than 4.00 to 1.00                    1.000%           2.500%

(b)      Less than or equal to 4.00 to 1.00
         but greater than 3.50 to 1.00                 .750%           2.000%

(c)      Less than or equal to 3.50 to 1.00
         but greater than 3.00 to 1.00                 .500%           1.750%

(d)      Less than or equal to 3.00 to 1.00            .250%           1.500%
         but greater than 2.50 to 1.00

(e)      Less than or equal to 2.50 to 1.00            .200%           1.250%


         The Applicable Margin for Revolving Loans shall be established at the
         end of each fiscal quarter of the Borrower (each, a "Determination
         Date"). Any change in the Applicable Margin for Revolving Loans
         following each Determination Date shall be determined based upon the
         computations set forth in the certificate furnished to the Agent
         pursuant to Section 7.1(a)(ii) and Section 7.1(c)(ii), subject to
         review and approval of such computations by the Agent, and shall be
         effective commencing on the first Business Day following the date such
         certificate is received until the first Business Day following the date
         on which a new certificate is delivered or is required to be delivered,
         whichever shall first occur; provided however, if the Borrower shall
         fail to deliver any such certificate within the time period required by
         Section 7.1, then the Applicable Margin for Revolving Loans shall be
         1.000% for Base Rate Loans and 2.500% for Eurodollar Rate Loans until
         the appropriate certificate is so delivered. From the Closing Date to
         the first anniversary of this Agreement, the Applicable Margin for
         Revolving Loans shall be 1.000% for Base Rate Loans and 2.500% for
         Eurodollar Rate Loans. Effective on the first anniversary of this
         Agreement the Applicable Margin for Revolving Loans shall be based upon
         the Consolidated Leverage Ratio as of the most recent Determination
         Date.

                  "Applicable Unused Fee" means that percent per annum set forth
         below, which shall be based upon the Consolidated Leverage Ratio for
         the Four-Quarter Period most 



                                       3

<PAGE>

         recently ended as specified below:

                     Applicable Consolidated Leverage Unused

                       Ratio                                           Fee
                  --------------                                      ------
         (a)      Greater than 4.00 to 1.00                           .375%

         (b)      Less than or equal to 4.00 to 1.00
                  but greater than 3.50 to 1.00                       .300%

         (c)      Less than or equal to 3.50 to 1.00
                  but greater than 3.00 to 1.00                       .250%

         (d)      Less than or equal to 3.00 to 1.00                  .200%
                  but greater than 2.50 to 1.00

         (e)      Less than or equal to 2.50 to 1.00                  .175%


         The Applicable Unused Fee shall be established at the end of each
         fiscal quarter of the Borrower (the "Determination Date"). Any change
         in the Applicable Unused Fee following each Determination Date shall be
         determined based upon the computations set forth in the certificate
         furnished to the Agent pursuant to Section 7.1(a)(ii) and Section
         7.1(c)(ii), subject to review and approval of such computations by the
         Agent and shall be effective commencing on the first Business Day
         following the date such certificate is received until the first
         Business Day following the date on which a new certificate is delivered
         or is required to be delivered, whichever shall first occur; provided
         however, if the Borrower shall fail to deliver any such certificate
         within the time period required by Section 7.1, then the Applicable
         Unused Fee shall be .375% until the appropriate certificate is so
         delivered. From the Closing Date to the first anniversary of this
         Agreement, the Applicable Unused Fee shall be .375%. Effective on the
         first anniversary of this Agreement the Applicable Unused Fee shall be
         based upon the Consolidated Leverage Ratio as of the most recent
         Determination Date.

                  "Asset Disposition" means any voluntary disposition, whether
         by sale, lease or transfer, other than as permitted under Section 8.6
         hereof, of (a) any of the assets, excluding cash and cash equivalents,
         of the Borrower or its Subsidiaries, and (b) any of the capital stock,
         or securities or investments exchangeable, exercisable or convertible
         for or into, or otherwise entitling the holder to receive any of the
         capital stock, of any Subsidiary (other than a disposition to a
         Guarantor).

                  "Assignment and Acceptance" shall mean an Assignment and
         Acceptance in the form of Exhibit B (with blanks appropriately filled
         in) delivered to the Agent in connection with an assignment of a
         Lender's interest under this Agreement pursuant to 


                                       4
<PAGE>

         Section 11.1.

                  "Assignment of Life Insurance" means the Collateral Assignment
         of Life Insurance Agreement dated as of the date hereof by the Borrower
         to the Agent, as hereafter modified, amended or supplemented from time
         to time.

                  "Authorized Representative" means any of the President or any
         Vice President of the Borrower or, with respect to financial matters,
         the chief financial officer of the Borrower, or any other Person
         expressly designated by the Board of Directors of the Borrower (or the
         appropriate committee thereof) as an Authorized Representative of the
         Borrower, as set forth from time to time in a certificate in the form
         of Exhibit C.

                  "Base Rate" means, for any day, the rate per annum equal to
         the sum of (a) the higher of (i) the Federal Funds Rate for such day
         plus one-half of one percent (0.50%) and (ii) the Prime Rate for such
         day plus (b) the Applicable Margin. Any change in the Base Rate due to
         a change in the Prime Rate or the Federal Funds Rate shall be effective
         on the effective date of such change in the Prime Rate or Federal Funds
         Rate.

                  "Base Rate Loan" means a Loan for which the rate of interest
         is determined by reference to the Base Rate.

                  "Board" means the Board of Governors of the Federal Reserve 
         System (or any successor body).

                  "Borrower's Account" means a demand deposit account number
         _____________________ or any successor account with the Agent, which
         may be maintained at one or more offices of the Agent or an agent of
         the Agent.

                  "Borrowing Notice" means the notice delivered by an Authorized
         Representative in connection with an Advance under the Revolving Credit
         Facility, in the form of Exhibit D.

                  "Boylan Investment" means the proposed loan by the Borrower to
         Boylan Corporation of up to $1,000,000 pursuant to the terms of the
         Term Sheet dated January 14, 1999, a copy of which has been provided to
         the Agent.

                  "Boylan Investment Documents" means all of the promissory
         notes, agreements, security agreements, warrants and other documents
         executed and delivered to evidence and secure the Boylan Investment.

                  "Boylan Investment Documents Pledge Agreement" means that
         certain Collateral Assignment of Investment Documents substantially in
         the form of Exhibit M delivered to the Agent pursuant to Section 3.1
         hereof, pursuant to which the Agent is granted a Lien in the Boylan
         Investment Documents, as the same may be amended, supplemented or
         restated from time to time.

                                       5

<PAGE>

                  "Business Day" means, (i) with respect to any Base Rate Loan,
         any day which is not a Saturday, Sunday or a day on which banks in the
         States of New York and North Carolina are authorized or obligated by
         law, executive order or governmental decree to be closed and, (ii) with
         respect to any Eurodollar Rate Loan, any day which is a Business Day,
         as described above, and on which the relevant international financial
         markets are open for the transaction of business contemplated by this
         Agreement in London, England, New York, New York and Charlotte, North
         Carolina.

                  "Capital Expenditures" means, with respect to the Borrower and
         its Subsidiaries, for any period the sum of (without duplication) (i)
         all expenditures (whether paid in cash or accrued as liabilities) by
         the Borrower or any Subsidiary during such period for items that would
         be classified as "property, plant or equipment" or comparable items on
         the consolidated balance sheet of the Borrower and its Subsidiaries,
         including without limitation all transactional costs incurred in
         connection with such expenditures provided the same have been
         capitalized, excluding, however, the amount of any Capital Expenditures
         paid for with proceeds of casualty insurance as evidenced in writing
         and submitted to the Agent together with any compliance certificate
         delivered pursuant to Section 7.1(a) or (c), and (ii) with respect to
         any Capital Lease entered into by the Borrower or its Subsidiaries
         during such period, the present value of the lease payments due under
         such Capital Lease over the term of such Capital Lease applying a
         discount rate equal to the interest rate provided in such lease (or in
         the absence of a stated interest rate, that rate used in the
         preparation of the financial statements described in Section 7.1(a)),
         all the foregoing in accordance with GAAP applied on a Consistent
         Basis.

                  "Capital Leases" means all leases which have been or should be
         capitalized in accordance with GAAP as in effect from time to time
         including Statement No. 13 of the Financial Accounting Standards Board
         and any successor thereof.

                  "Change of Control" means, at any time:

                           (i) any "person" or "group" (each as used in Sections
                  13(d)(3) and 14(d)(2) of the Exchange Act) other than Prever
                  either (A) becomes the "beneficial owner" (as defined in Rule
                  13d-3 of the Exchange Act ), directly or indirectly, of Voting
                  Stock of the Borrower (or securities convertible into or
                  exchangeable for such Voting Stock) representing 33-1/3% or
                  more of the combined voting power of all Voting Stock of the
                  Borrower (on a fully diluted basis) or (B) otherwise has the
                  ability, directly or indirectly, to elect a majority of the
                  board of directors of the Borrower;

                          (ii) during any period of up to 24 consecutive months,
                  commencing on the Closing Date, individuals who at the
                  beginning of such 24-month period were directors of the
                  Borrower shall cease for any reason (other than the death,
                  disability or retirement of an officer of the Borrower that is
                  serving as a director at such time so long as another officer
                  of the Borrower replaces such Person as a director) to
                  constitute a majority of the board of directors of the
                  Borrower;

                                       6

<PAGE>

                         (iii) any Person or two or more Persons acting in
                  concert shall have acquired by contract or otherwise, or shall
                  have entered into a contract or arrangement that, upon
                  consummation thereof, will result in its or their acquisition
                  of the power to exercise, directly or indirectly, a
                  controlling influence on the management or policies of the
                  Borrower; or

                          (iv) Prever shall reduce her ownership in the Borrower
                  by more than 10% in any Fiscal Year or 30% in the aggregate;
                  provided, however, at such time as the Borrower shall achieve
                  a Consolidated Leverage Ratio of 3.50 to 1.00 or less, Prever
                  may reduce her ownership in the Borrower to a level not less
                  than 50% of her ownership interest in the Borrower as of the
                  Closing Date; provided further, however, that (i) no less than
                  ten (10) days following her termination of employment by the
                  Borrower, Prever may sell her interest in the Borrower without
                  limitation, subject to the terms of her employment contract
                  with the Borrower, and (ii) following her death, Prever's
                  estate and/or her heirs may sell Prever's interest in the
                  Borrower without limitation.

                  "Closing Date" means the date as of which this Agreement is
         executed by the Borrower, the Lenders and the Agent and on which the
         conditions set forth in Section 5.1 have been satisfied.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any regulations promulgated thereunder.

                  "Collateral" means, collectively, all property of the
         Borrower, any Subsidiary or any other Person in which the Agent or any
         Lender is granted a Lien as security for all or any portion of the
         Obligations under any Security Instrument.

                  "Consistent Basis" in reference to the application of GAAP
         means the accounting principles observed in the period referred to are
         comparable in all material respects to those applied in the preparation
         of the audited financial statements of the Borrower referred to in
         Section 6.6(a).

                  "Consolidated EBITDA" means, with respect to the Borrower and
         its Subsidiaries for any Four-Quarter Period ending on the date of
         computation thereof, the sum of, without duplication, (i) Consolidated
         Net Income, (ii) Consolidated Interest Expense, (iii) taxes on income,
         (iv) amortization, and (v) depreciation, all determined on a
         consolidated basis in accordance with GAAP applied on a Consistent
         Basis; provided, however, that with respect to an Acquisition that is
         accounted for as a "purchase", for the four Four-Quarter Periods ending
         next following the date of such Acquisition, Consolidated EBITDA shall
         include the results of operations of the Person or assets so acquired,
         which amounts shall be determined on a historical pro forma basis as if
         such Acquisition had been consummated as a "pooling of interests".


                                       7

<PAGE>

                  "Consolidated EBITDAR" means Consolidated EBITDA plus 
         Consolidated Lease Payments.

                  "Consolidated Fixed Charge Ratio" means, with respect to the
         Borrower and its Subsidiaries for any Four-Quarter Period ending on the
         date of computation thereof, the ratio of (i) Consolidated EBITDAR for
         such period, to (ii) Consolidated Fixed Charges for such period.

                  "Consolidated Fixed Charges" means, with respect to Borrower
         and its Subsidiaries for any Four-Quarter Period ending on the date of
         computation thereof, the sum of, without duplication, (i) Consolidated
         Interest Expense, (ii) income taxes accrued during such period, (iii)
         Consolidated Lease Payments for such period and (iv) all dividends and
         other distributions (other than distributions in the form of capital
         stock of the Borrower) paid during such period (regardless of when
         declared) on any shares of capital stock of the Borrower then
         outstanding, all determined on a consolidated basis in accordance with
         GAAP applied on a Consistent Basis.

                  "Consolidated  Indebtedness"  means all  Indebtedness of the 
         Borrower and its Subsidiaries, all determined on a consolidated basis.

                  "Consolidated Interest Coverage Ratio" means, with respect to
         the Borrower and its Subsidiaries for any Four-Quarter period ending on
         the date of computation thereof, the ratio of Consolidated EBITDA to
         Consolidated Interest Expense.

                  "Consolidated Interest Expense" means, with respect to any
         period of computation thereof, the gross interest expense of the
         Borrower and its Subsidiaries, including without limitation (i) the
         current amortized portion of debt discounts to the extent included in
         gross interest expense, (ii) the current amortized portion of all fees
         (including fees payable in respect of any Swap Agreement) payable in
         connection with the incurrence of Indebtedness to the extent included
         in gross interest expense and (iii) the portion of any payments made in
         connection with Capital Leases allocable to interest expense, all
         determined on a consolidated basis in accordance with GAAP applied on a
         Consistent Basis.

                  "Consolidated Lease Payments" means the gross amount of all
         lease or rental payments, whether or not characterized as rent, of the
         Borrower and its Subsidiaries, excluding payments in respect of Capital
         Leases constituting Indebtedness, all determined on a consolidated
         basis in accordance with GAAP applied on a Consistent Basis.

                  "Consolidated Leverage Ratio" means, as of the date of
         computation thereof, the ratio of (i) the sum of (without duplication)
         Consolidated Indebtedness (determined as at such date) to (ii)
         Consolidated EBITDA (for the Four-Quarter Period ending on (or most
         recently ended prior to) such date).

                  "Consolidated Net Income" means, for any period of computation
         thereof, the 


                                       8

<PAGE>

         gross revenues from operations of the Borrower and its Subsidiaries 
         (including payments actually received by the Borrower and its 
         Subsidiaries of (i) interest income, and (ii) dividends and 
         distributions made in the ordinary course of their businesses by
         Persons in which investment is permitted pursuant to this Agreement and
         not related to an extraordinary event), plus, for purposes of
         determining compliance with the provisions of Section 8.1 hereof for
         the four (4) Four-Quarter Periods following the Closing Date, charges
         associated with the FJC Acquisition, less all operating and
         non-operating expenses of the Borrower and its Subsidiaries including
         taxes on income, all determined on a consolidated basis in accordance
         with GAAP applied on a Consistent Basis; but excluding as income: (i)
         net gains on the sale, conversion or other disposition of capital
         assets, (ii) net gains on the acquisition, retirement, sale or other
         disposition of capital stock and other securities of the Borrower or
         its Subsidiaries, (iii) net gains on the collection of proceeds of life
         insurance policies, (iv) any write-up of any asset, and (v) any other
         net gain or credit of an extraordinary nature as determined in
         accordance with GAAP applied on a Consistent Basis.

                  "Contingent Obligation" of any Person means all contingent
         liabilities required (or which, upon the creation or incurring thereof,
         would be required) to be included in the financial statements
         (including footnotes) of such Person in accordance with GAAP applied on
         a Consistent Basis, including Statement No. 5 of the Financial
         Accounting Standards Board, all Rate Hedging Obligations and any
         obligation of such Person guaranteeing or in effect guaranteeing any
         Indebtedness, dividend or other obligation of any other Person (the
         "primary obligor") in any manner, whether directly or indirectly,
         including obligations of such Person however incurred:

                           (1) to purchase such Indebtedness or other obligation
                  or any property or assets constituting security therefor;

                           (2) to advance or supply funds in any manner (i) for
                  the purchase or payment of such Indebtedness or other
                  obligation, or (ii) to maintain a minimum working capital, net
                  worth or other balance sheet condition or any income statement
                  condition of the primary obligor;

                           (3) to grant or convey any lien, security interest,
                  pledge, charge or other encumbrance on any property or assets
                  of such Person to secure payment of such Indebtedness or other
                  obligation;

                           (4) to lease property or to purchase securities or
                  other property or services primarily for the purpose of
                  assuring the owner or holder of such Indebtedness or
                  obligation of the ability of the primary obligor to make
                  payment of such Indebtedness or other obligation; or

                           (5) otherwise to assure the owner of the Indebtedness
                  or such obligation of the primary obligor against loss in
                  respect thereof.


                                       9

<PAGE>

                  "Continue", "Continuation", and "Continued" shall refer to the
         continuation pursuant to Section 2.11 hereof of a Eurodollar Rate Loan
         of one Type as a Eurodollar Rate Loan of the same Type from one
         Interest Period to the next Interest Period.

                  "Convert", "Conversion", and "Converted" shall refer to a
         conversion pursuant to Section 2.11 of one Type of Loan into another
         Type of Loan.

                  "Cost of Acquisition" means, with respect to any Acquisition,
         as at the date of entering into any agreement therefor, the sum of the
         following (without duplication): (i) the value of the capital stock,
         warrants or options to acquire capital stock of Borrower or any
         Subsidiary to be transferred in connection therewith, (ii) the amount
         of any cash and fair market value of other property (excluding property
         described in clause (i) and the unpaid principal amount of any debt
         instrument) given as consideration, (iii) the amount (determined by
         using the face amount or the amount payable at maturity, whichever is
         greater) of any Indebtedness incurred, assumed or acquired by the
         Borrower or any Subsidiary in connection with such Acquisition, (iv)
         all additional purchase price amounts in the form of earnouts and other
         contingent obligations that should be recorded on the financial
         statements of the Borrower and its Subsidiaries in accordance with
         GAAP, (v) all amounts paid in respect of covenants not to compete,
         consulting agreements that should be recorded on financial statements
         of the Borrower and its Subsidiaries in accordance with GAAP, and other
         affiliated contracts in connection with such Acquisition, (vi) the
         aggregate fair market value of all other consideration given by the
         Borrower or any Subsidiary in connection with such Acquisition, and
         (vii) out of pocket transaction costs for the services and expenses of
         attorneys, accountants and other consultants incurred in effecting such
         transaction, and other similar transaction costs so incurred. For
         purposes of determining the Cost of Acquisition for any transaction,
         (A) the capital stock of the Borrower shall be valued (I) in the case
         of capital stock that is then designated as a national market system
         security by the National Association of Securities Dealers, Inc.
         ("NASDAQ") or is listed on a national securities exchange, the average
         of the last reported bid and ask quotations or the last prices reported
         thereon, and (II) with respect to shares that are not freely tradeable,
         as determined by the Board of Directors of the Borrower and, if
         requested by the Agent, determined to be a reasonable valuation by the
         independent public accountants referred to in Section 7.1(a), (B) the
         capital stock of any Subsidiary shall be valued as determined by the
         Board of Directors of such Subsidiary and, if requested by the Agent,
         determined to be a reasonable valuation by the independent public
         accountants referred to in Section 7.1(a), and (C) with respect to any
         Acquisition accomplished pursuant to the exercise of options or
         warrants or the conversion of securities, the Cost of Acquisition shall
         include both the cost of acquiring such option, warrant or convertible
         security as well as the cost of exercise or conversion.

                  "Credit Party" means, collectively, the Borrower and each 
         Guarantor.

                  "Default" means any event or condition which, with the giving
         or receipt of notice or lapse of time or both, would constitute an
         Event of Default hereunder.


                                       10

<PAGE>

                  "Default Rate" means (i) with respect to each Eurodollar Rate
         Loan and Eurodollar Rate Segment, until the end of the Interest Period
         applicable thereto, a rate of two percent (2%) above the Eurodollar
         Rate applicable to such Loan or Segment, and thereafter at a rate of
         interest per annum which shall be two percent (2%) above the Base Rate,
         (ii) with respect to Base Rate Loans, at a rate of interest per annum
         which shall be two percent (2%) above the Base Rate, and (iii) in any
         case, the maximum rate permitted by applicable law, if lower.

                  "Dollars" and the symbol "$" means dollars constituting legal
         tender for the payment of public and private debts in the United States
         of America.

                  "Eligible Assignee" means (i) a Lender, (ii) an affiliate of a
         Lender, and (iii) any other Person approved by the Agent and, unless an
         Event of Default has occurred and is continuing at the time any
         assignment is effected in accordance with Section 11.1, the Borrower,
         such approval to be deemed given by the Borrower within two Business
         Days after notice of such proposed assignment has been provided by the
         assigning Lender to the Borrower; provided, however, that neither the
         Borrower nor an affiliate of the Borrower shall qualify as an Eligible
         Assignee.

                  "Eligible Securities" means the following obligations and any
         other obligations previously approved in writing by the Agent:

                           (a) Government Securities;

                           (b) obligations of any corporation organized under
                  the laws of any state of the United States of America or under
                  the laws of any other nation, payable in the United States of
                  America, expressed to mature not later than 92 days following
                  the date of issuance thereof and rated in an investment grade
                  rating category by S&P or Moody's;

                           (c) interest bearing demand or time deposits issued
                  by any Lender or certificates of deposit maturing within one
                  year from the date of issuance thereof and issued by a bank or
                  trust company organized under the laws of the United States or
                  of any state thereof having capital surplus and undivided
                  profits aggregating at least $400,000,000 and being rated "A-"
                  or better by S&P or "A-3" or better by Moody's;

                           (d) Repurchase Agreements;

                           (e) Municipal Obligations;

                           (f) Pre-Refunded Municipal Obligations;

                           (g) shares of mutual funds which invest in
                  obligations described in paragraphs (a) through (f) above, the
                  shares of which mutual funds are at all times 


                                       11

<PAGE>

                  rated "AAA" by S&P;

                           (h) tax-exempt or taxable adjustable rate preferred
                  stock issued by a Person having a rating of its long term
                  unsecured debt of "A-" or better by S&P or "A-3" or better by
                  Moody's; and

                           (i) asset-backed remarketed certificates of
                  participation representing a fractional undivided interest in
                  the assets of a trust, which certificates are rated at least
                  "A-1" by S&P and "P-1" by Moody's.

                  "Employee Benefit Plan" means any employee benefit plan within
         the meaning of Section 3(3) of ERISA which (i) is maintained for
         employees of the Borrower or any of its ERISA Affiliates or is assumed
         by the Borrower or any of its ERISA Affiliates in connection with any
         Acquisition or (ii) has at any time been maintained for the employees
         of the Borrower or any current or former ERISA Affiliate.

                  "Environmental Laws" means any federal, state or local
         statute, law, ordinance, code, rule, regulation, order, decree, permit
         or license regulating, relating to, or imposing liability or standards
         of conduct concerning, any environmental matters or conditions,
         environmental protection or conservation, including without limitation,
         the Comprehensive Environmental Response, Compensation and Liability
         Act of 1980, as amended; the Superfund Amendments and Reauthorization
         Act of 1986, as amended; the Resource Conservation and Recovery Act, as
         amended; the Toxic Substances Control Act, as amended; the Clean Air
         Act, as amended; the Clean Water Act, as amended; together with all
         regulations promulgated thereunder, and any other "Superfund" or
         "Superlien" law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and any successor statute and all
         rules and regulations promulgated thereunder.

                  "ERISA Affiliate", as applied to the Borrower, means any
         Person or trade or business which is a member of a group which is under
         common control with the Borrower, who together with the Borrower, is
         treated as a single employer within the meaning of Section 414(b) and
         (c) of the Code.

                  "Eurodollar Rate Loan" means a Loan for which the rate of
         interest is determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate" means the interest rate per annum calculated
         according to the following formula:

             Eurodollar          Interbank Offered Rate           Applicable
              Rate        =    --------------------------    +
                                1-  Reserve Requirement             Margin


                  "Event of Default" means any of the occurrences set forth as 
         such in Section 9.1.

                                       12

<PAGE>

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the regulations promulgated thereunder.

                  "Facility Guaranty" means each Guaranty and Suretyship
         Agreement between one or more Guarantors and the Agent for the benefit
         of the Lenders, delivered as of the Closing Date and otherwise pursuant
         to Section 7.20, as the same may be amended, modified or supplemented.

                  "Facility Termination Date" means such date as all of the
         following shall have occurred: (a) the Borrower shall have permanently
         terminated the Revolving Credit Facility by payment in full of all
         Revolving Credit Outstandings, together with all accrued and unpaid
         interest thereon, (b) the Borrower shall have paid all Term Loan
         Outstandings in full, together with all accrued and unpaid interest
         thereon, (c) all Swap Agreements shall have been terminated, expired or
         cash collateralized, (d) all Term Loan Commitments and Revolving Credit
         Commitments shall have terminated or expired and (e) the Borrower shall
         have fully, finally and irrevocably paid and satisfied in full all
         Obligations (other than Obligations consisting of continuing
         indemnities and other contingent Obligations of the Borrower or any
         Guarantor that may be owing to the Lenders pursuant to the Loan
         Documents and expressly survive termination of this Agreement);

                  "Federal Funds Rate" means, for any day, the rate per annum
         (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to
         the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank of New York on the Business Day next succeeding such day; provided
         that (a) if such day is not a Business Day, the Federal Funds Rate for
         such day shall be such rate on such transactions on the next preceding
         Business Day as so published on the next succeeding Business Day, and
         (b) if no such rate is so published on such next succeeding Business
         Day, the Federal Funds Rate for such day shall be the average rate
         charged to the Agent (in its individual capacity) on such day on such
         transactions as determined by the Agent.

                  "Fiscal Year" means the twelve month fiscal period of the
         Borrower and its Subsidiaries commencing on January 1 of each calendar
         year and ending on December 31 of each calendar year.

                  "FJC" means The Fresh Juice Company, Inc, a Delaware 
         corporation.

                  "FJC Acquisition" means the transaction provided for in the
         FJC Acquisition Agreement pursuant to which the Borrower will acquire
         FJC.

                  "FJC Acquisition Agreement" means the Agreement and Plan of
         Merger and such other related documentation between the Borrower and
         FJC pursuant to which the FJC Acquisition shall be consummated.


                                       13

<PAGE>

                  "Foreign Benefit Law" means any applicable statute, law,
         ordinance, code, rule, regulation, order or decree of any foreign
         nation or any province, state, territory, protectorate or other
         political subdivision thereof regulating, relating to, or imposing
         liability or standards of conduct concerning, any Employee Benefit
         Plan.

                  "Four-Quarter Period" means a period of four full consecutive
         fiscal quarters of the Borrower and its Subsidiaries, taken together as
         one accounting period.

                  "GAAP" or "Generally Accepted Accounting Principles" means
         generally accepted accounting principles, being those principles of
         accounting set forth in pronouncements of the Financial Accounting
         Standards Board, the American Institute of Certified Public Accountants
         or which have other substantial authoritative support and are
         applicable in the circumstances as of the date of a report.

                  "Government Securities" means direct obligations of, or
         obligations the timely payment of principal and interest on which are
         fully and unconditionally guaranteed by, the United States of America.

                  "Governmental Authority" shall mean any Federal, state,
         municipal, national or other governmental department, commission,
         board, bureau, court, agency or instrumentality or political
         subdivision thereof or any entity or officer exercising executive,
         legislative, judicial, regulatory or administrative functions of or
         pertaining to any government or any court, in each case whether
         associated with a state of the United States, the United States, or a
         foreign entity or government.

                  "Guaranties" means all obligations of the Borrower or any
         Subsidiary directly or indirectly guaranteeing, or in effect
         guaranteeing, any Indebtedness or other obligation of any other Person.

                  "Guarantors" means, at any date, the Subsidiaries who are
         required to be parties to a Facility Guaranty at such date.

                  "Hansens Notes" means the promissory notes of The Fresh Juice
         Company of California, Inc. described in Schedule 8.5(f), as hereafter
         amended, supplement or replaced from time to time.

                  "Hansens Notes Outstandings" means, collectively, at any date,
         the aggregate principal amount then outstanding under the Hansens Notes
         that have not been subordinated pursuant to the requirements of Section
         7.25 hereof.

                  "Hazardous Material" means and includes any pollutant,
         contaminant, or hazardous, toxic or dangerous waste, substance or
         material (including without limitation petroleum products,
         asbestos-containing materials and lead), the generation, handling,
         storage, transportation, disposal, treatment, release, discharge or
         emission of which is 


                                       14
<PAGE>

         subject to any Environmental Law.

                  "Heavirland" means Jeff Heavirland, a resident of __________ 
         County, California.

                  "Inactive  Subsidiaries" means, collectively, Minalba Foods of
         North America, Inc. and Fresh Pik't Natural Foods, Inc.

                  "Indebtedness" means with respect to any Person, without
         duplication, all Indebtedness for Money Borrowed, all indebtedness of
         such Person for the acquisition of property or arising under Rate
         Hedging Obligations, all indebtedness secured by any Lien on the
         property of such Person whether or not such indebtedness is assumed,
         all liability of such Person by way of endorsements (other than for
         collection or deposit in the ordinary course of business), all
         Contingent Obligations, all letters of credit and other items which in
         accordance with GAAP is required to be classified as a liability on a
         balance sheet; but excluding all accounts payable in the ordinary
         course of business so long as payment therefor is due within one year;
         provided that in no event shall the term Indebtedness include surplus
         and retained earnings, lease obligations (other than pursuant to
         Capital Leases), reserves for deferred income taxes and investment
         credits, other deferred credits or reserves.

                  "Indebtedness for Money Borrowed" means with respect to any
         Person, without duplication, all indebtedness in respect of money
         borrowed, including without limitation all Capital Leases and the
         deferred purchase price of any property or asset, evidenced by a
         promissory note, bond, debenture or similar written obligation for the
         payment of money (including conditional sales or similar title
         retention agreements), other than trade payables incurred in the
         ordinary course of business.

                  "Intellectual Property Assignments" means those certain
         Assignments of Patents, Trademarks, Copyrights and Licenses in the form
         attached to the Intellectual Property Security Agreement as Exhibit A,
         to be filed upon acceleration of the Obligations hereunder, as from
         time to time amended, supplemented or restated.

                  "Intellectual Property Security Agreement" means,
         collectively, (i) the Intellectual Property Security Agreement dated as
         of the date hereof by the Borrower and its Subsidiaries to the Agent,
         and (ii) any additional Intellectual Property Security Agreement
         delivered to the Agent pursuant to Section 7.20, substantially in the
         form of Exhibit K hereto, as hereafter modified, amended or
         supplemented from time to time.

                  "Interbank Offered Rate" means, with respect to any Eurodollar
         Rate Loan for the Interest Period applicable thereto, the rate per
         annum (rounded upwards, if necessary), to the nearest 1/100 of 1%)
         appearing on Telerate 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 is not available, the term 


                                       15
<PAGE>

         "Interbank Offered Rate" shall mean, with respect to any Eurodollar 
         Rate Loan for the Interest Period applicable thereto, 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%).

                  "Interest Period" means, for each Eurodollar Rate Loan, a
         period commencing on the date such Eurodollar Rate Loan is made or
         Converted and ending, at the Borrower's option, on the date one, two,
         three or six months thereafter as notified to the Agent by the
         Authorized Representative three (3) Business Days prior to the
         beginning of such Interest Period; provided, that,

                           (i) if the Authorized Representative fails to notify
                  the Agent of the length of an Interest Period three (3)
                  Business Days prior to the first day of such Interest Period,
                  the Eurodollar Rate Loan for which such Interest Period was to
                  be determined shall be deemed to be a Base Rate Loan as of the
                  first day thereof, and if such Loan is a Revolving Loan, and
                  the Borrower shall be deemed to have elected a one month
                  period if such Loan is a Term Loan;

                          (ii) if an Interest Period for a Eurodollar Rate Loan
                  would end on a day which is not a Business Day, such Interest
                  Period shall be extended to the next Business Day (unless such
                  extension would cause the applicable Interest Period to end in
                  the succeeding calendar month, in which case such Interest
                  Period shall end on the next preceding Business Day);

                         (iii) any Interest Period which begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of a calendar month;

                          (iv) no Interest Period shall extend past the Stated
                  Termination Date for Revolving Loans or past the Term Loan
                  Termination Date for any Term Loan; and

                           (v) there shall not be more than five (5) Interest
                  Periods in effect on any day.

                  "Interest Rate Selection Notice" means the written notice
         delivered by an Authorized Representative in connection with the
         election of a subsequent Interest Period for any Eurodollar Rate Loan
         or the Conversion of any Eurodollar Rate Loan into a Base Rate Loan or
         the Conversion of any Base Rate Loan into a Eurodollar Rate Loan, in
         the form of Exhibit E.

                                       16
<PAGE>

                  "Key Employees" means, collectively, Prever, Heavirland, and
         the Chief Financial Officer to be employed by the Borrower.

                  "Landlord Waivers" means, collectively, each of the Landlord
         Waivers delivered or to be delivered to the Agent pursuant to Section
         5.1 or 7.20 hereof by the Landlord of each facility leased by the
         Borrower or any Subsidiary, substantially in the form of Exhibit L
         hereto, as amended, supplemented or restated from time to time.

                  "Lien" means any interest in property securing any obligation
         owed to, or a claim by, a Person other than the owner of the property,
         whether such interest is based on the common law, statute or contract,
         and including but not limited to the lien or security interest arising
         from a mortgage, encumbrance, pledge, security agreement, conditional
         sale or trust receipt or a lease, consignment or bailment for security
         purposes. For the purposes of this Agreement, the Borrower and any
         Subsidiary shall be deemed to be the owner of any property which it has
         acquired or holds subject to a conditional sale agreement, financing
         lease, or other arrangement pursuant to which title to the property has
         been retained by or vested in some other Person for security purposes.

                  "Loan" or "Loans" means any of the Revolving Loans or the Term
         Loan made under the Revolving Credit Facility or the Term Loan
         Facility, respectively.

                  "Loan Documents" means this Agreement, the Notes, the Security
         Instruments, the Facility Guaranties, and all other instruments and
         documents heretofore or hereafter executed or delivered to or in favor
         of any Lender or the Agent in connection with the Loans made and
         transactions contemplated under this Agreement, as the same may be
         amended, supplemented or replaced from the time to time.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the business, properties, operations or condition, financial or
         otherwise, of the Borrower and its Subsidiaries taken as a whole, (ii)
         the ability of any Credit Party to pay or perform its respective
         obligations, liabilities and indebtedness under the Loan Documents as
         such payment or performance becomes due in accordance with the terms
         thereof, or (iii) the rights, powers and remedies of the Agent or any
         Lender under any Loan Document or the validity, legality or
         enforceability thereof.

                  "Mortgage" means, collectively or individually as the context
         may indicate, (i) the Mortgages, Deeds of Trust and Deeds to Secure
         Debt granting a Lien to the Agent (or a trustee for the benefit of the
         Agent) for the benefit of the Lenders in Collateral constituting real
         property dated as of the date hereof, and (ii) any additional
         Mortgages, Deeds of Trust and Deeds to Secure Debt delivered to the
         Agent pursuant to Section 7.20, as such documents may be amended,
         modified or supplemented from time to time.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
         in Section 

                                       17
<PAGE>


         4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is 
         making, or is accruing an obligation to make, contributions or has 
         made, or been obligated to make, contributions within the preceding 
         six (6) Fiscal Years.

                  "Municipal Obligations" means general obligations issued by,
         and supported by the full taxing authority of, any state of the United
         States of America or of any municipal corporation or other public body
         organized under the laws of any such state which are rated in the
         highest investment rating category by both S&P and Moody's.

                  "NationsBank" means NationsBank, National Association and its 
         successors.

                  "Net Proceeds" from any Asset Disposition means cash payments
         received by the Borrower therefrom (including any cash payments
         received pursuant to any note or other debt security received in
         connection with any Asset Disposition) as and when received, net of (i)
         all legal fees and expenses and other fees and expenses paid to third
         parties and incurred in connection therewith, (ii) all taxes required
         to be paid or accrued as a consequence of such sale, and (iii) all
         amounts applied to repayment of Indebtedness (other than the
         Obligations) secured by a Lien on the asset or property disposed.

                  "NMS" means NationsBanc Montgomery Securities LLC and its 
         successors.

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

                  "Obligations" means the obligations, liabilities and
         Indebtedness of the Borrower with respect to (i) the principal and
         interest on the Loans as evidenced by the Notes, (ii) all liabilities
         of Borrower to any Lender or an affiliate of a Lender which arise under
         a Swap Agreement, and (iii) the payment and performance of all other
         obligations, liabilities and Indebtedness of the Borrower to the
         Lenders, the Agent or NMS hereunder, under any one or more of the other
         Loan Documents or with respect to the Loans.

                  "Operating Documents" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership or other legally authorized incorporated or
         unincorporated entity, the bylaws, operating agreement, partnership
         agreement, limited partnership agreement or other applicable documents
         relating to the operation, governance or management of such entity.

                  "Organizational Action" means with respect to any corporation,
         limited liability company, partnership, limited partnership, limited
         liability partnership or other legally authorized incorporated or
         unincorporated entity, any corporate, organizational or partnership
         action (including any required shareholder, member or partner action),
         or other similar official action, as applicable, taken by such entity.

                  "Organizational Documents" means with respect to any
         corporation, limited liability company, partnership, limited
         partnership, limited liability partnership or other legally authorized
         incorporated or unincorporated entity, the articles of incorporation,


                                       18

<PAGE>

         certificate of incorporation, articles of organization, certificate of
         limited partnership or other applicable organizational or charter
         documents relating to the creation of such entity.

                  "Outstandings" means, collectively, at any date, the Term Loan
         Outstandings and the Revolving Credit Outstandings on such date.

                  "PBGC" means the Pension Benefit Guaranty Corporation and any 
         successor thereto.

                  "Pension Plan" means any employee pension benefit plan within
         the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan,
         which is subject to the provisions of Title IV of ERISA or Section 412
         of the Code and which (i) is maintained for employees of the Borrower
         or any of its ERISA Affiliates or is assumed by the Borrower or any of
         its ERISA Affiliates in connection with any Acquisition or (ii) has at
         any time been maintained for the employees of the Borrower or any
         current or former ERISA Affiliate.

                  "Person" means an individual, partnership, corporation,
         limited liability company, limited liability partnership, trust,
         unincorporated organization, association, joint venture or a government
         or agency or political subdivision thereof.

                  "Pledge Agreement" means, collectively (or individually as the
         context may indicate), (i) that certain Stock Pledge Agreement dated as
         of the date hereof between the Borrower and the Agent for the benefit
         of the Agent and the Lenders, (ii) that certain Pledge Agreement dated
         as of the date hereof between certain of the Guarantors and the Agent
         for the benefit of the Agent and the Lenders, and (iii) any additional
         Stock Pledge Agreement delivered to the Agent pursuant to Section 7.20,
         as hereafter amended, supplemented or replaced from time to time.

                  "Pledged Stock" has the meaning given to such term in the 
         Pledge Agreement.

                  "Prever" means Robin Prever, a resident of Palm Beach County, 
         Florida.

                  "Pre-Refunded Municipal Obligations" means obligations of any
         state of the United States of America or of any municipal corporation
         or other public body organized under the laws of any such state which
         are rated, based on the escrow, in the highest investment rating
         category by both S&P and Moody's and which have been irrevocably called
         for redemption and advance refunded through the deposit in escrow of
         Government Securities or other debt securities which are (i) not
         callable at the option of the issuer thereof prior to maturity, (ii)
         irrevocably pledged solely to the payment of all principal and interest
         on such obligations as the same becomes due and (iii) in a principal
         amount and bear such rate or rates of interest as shall be sufficient
         to pay in full all principal of, interest, and premium, if any, on such
         obligations as the same becomes due as verified by a nationally
         recognized firm of certified public accountants.

                                       19

<PAGE>

                  "Prime Rate" means the per annum rate of interest established
         from time to time by NationsBank as its prime rate, which rate may not
         be the lowest rate of interest charged by NationsBank to its customers.

                  "Principal Office" means the principal office of NationsBank,
         presently located at 101 North Tryon Street, 15th Floor, NC1 001-15-04,
         Charlotte, North Carolina 28255, Attention: Agency Services, or such
         other office and address as the Agent may from time to time designate.

                  "Rate Hedging Obligations" means any and all obligations of
         the Borrower or any Subsidiary, whether absolute or contingent and
         howsoever and whensoever created, arising, evidenced or acquired
         (including all renewals, extensions and modifications thereof and
         substitutions therefor), under (i) any and all agreements, devices or
         arrangements designed to protect at least one of the parties thereto
         from the fluctuations of interest rates, exchange rates or forward
         rates applicable to such party's assets, liabilities or exchange
         transactions, including, but not limited to, Dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap or collar protection agreements,
         forward rate currency or interest rate options, puts, warrants and
         those commonly known as interest rate "swap" agreements; and (ii) any
         and all cancellations, buybacks, reversals, terminations or assignments
         of any of the foregoing.

                  "Regulation D" means Regulation D of the Board as the same may
         be amended or supplemented from time to time.

                  "Repurchase Agreement" means a repurchase agreement entered
         into with any financial institution whose debt obligations or
         commercial paper are rated "A" by either of S&P or Moody's or "A-1" by
         S&P or "P-1" by Moody's.

                  "Required Lenders" means, as of any date, Lenders on such date
         having Credit Exposures (as defined below) aggregating (i) if there
         shall be fewer than three (3) Lenders, 100% of the aggregate Credit
         Exposures of all Lenders on such date, and (ii) if there shall be three
         (3) or more Lenders, at least 66-2/3% of the aggregate Credit Exposures
         of all the Lenders on such date. For purposes of the preceding
         sentence, the amount of the "Credit Exposure" of each Lender shall be
         equal at all times (a) other than following the occurrence and during
         the continuance of an Event of Default, to the sum of its Revolving
         Credit Commitment and Term Loan Commitment, and (b) following the
         occurrence and during the continuance of an Event of Default, to the
         sum of (i) the amount of such Lender's Applicable Commitment Percentage
         of Term Loan Outstandings plus (ii) the aggregate principal amount of
         such Lender's Applicable Commitment Percentage of Revolving Credit
         Outstandings; provided that, for the purpose of this definition only,
         if any Lender shall have failed to fund its Applicable Commitment
         Percentage of any Advance, the Term Loan Commitment or Revolving Credit
         Commitment, as applicable, of such Lender shall be deemed reduced by
         the amount it so failed to fund for so long as such failure shall
         continue and such Lender's Credit Exposure 

                                       20

<PAGE>

         attributable to such failure shall be deemed held by any Lender making 
         more than its Applicable Commitment Percentage of such Advance to the 
         extent it covers such failure.

                  "Reserve Requirement" means, at any time, the maximum rate at
         which reserves (including, without limitation, any marginal, special,
         supplemental, or emergency reserves) are required to be maintained
         under regulations issued from time to time by the Board of Governors of
         the Federal Reserve System (or any successor) by member banks of the
         Federal Reserve System against "Eurocurrency liabilities" (as such term
         is used in Regulation D). Without limiting the effect of the foregoing,
         the Reserve Requirement shall reflect any other reserves required to be
         maintained by such member banks with respect to (i) any category of
         liabilities which includes deposits by reference to which the
         Eurodollar Rate is to be determined, or (ii) any category of extensions
         of credit or other assets which include Eurodollar Rate Loans. The
         Eurodollar Rate shall be adjusted automatically on and as of the
         effective date of any change in the Reserve Requirement.

                  "Restricted Payment" means (a) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock of Borrower or any of its Subsidiaries (other than those
         payable or distributable solely to the Borrower) now or hereafter
         outstanding, except a dividend payable solely in shares of a class of
         stock to the holders of that class; (b) any redemption, conversion,
         exchange, retirement or similar payment, purchase or other acquisition
         for value, direct or indirect, of any shares of any class of stock of
         Borrower or any of its Subsidiaries (other than those payable or
         distributable solely to the Borrower) now or hereafter outstanding; (c)
         any payment made to retire, or to obtain the surrender of, any
         outstanding warrants, options or other rights to acquire shares of any
         class of stock of Borrower or any of its Subsidiaries now or hereafter
         outstanding; and (d) any issuance and sale of capital stock of any
         Subsidiary of the Borrower (or any option, warrant or right to acquire
         such stock) other than to the Borrower.

                  "Revolving Credit Commitment" means, with respect to each
         Lender, the obligation of such Lender to make Revolving Loans to the
         Borrower up to an aggregate principal amount at any one time
         outstanding equal to such Lender's Applicable Commitment Percentage of
         the Total Revolving Credit Commitment.

                  "Revolving Credit Facility" means the facility described in
         Article II hereof providing for Loans to the Borrower by the Lenders in
         the aggregate principal amount of the Total Revolving Credit
         Commitment.

                  "Revolving Credit Outstandings" means, as of any date of
         determination, the aggregate principal amount of all Revolving Loans
         then outstanding.

                  "Revolving Credit Termination Date" means (i) the Stated
         Termination Date or (ii) such earlier date of termination of Lenders'
         obligations pursuant to Section 9.1 upon the occurrence of an Event of
         Default, or (iii) such date as the Borrower may voluntarily and
         permanently terminate the Revolving Credit Facility by payment in full
         of all 


                                       21
<PAGE>

         Revolving Credit Outstandings, together with all accrued and unpaid 
         interest thereon.

                  "Revolving Loan" means any borrowing pursuant to an Advance
         under the Revolving Credit Facility in accordance with Article II.

                  "Revolving Notes" means, collectively, the promissory notes of
         the Borrower evidencing Revolving Loans executed and delivered to the
         Lenders as provided in Section 2.8 substantially in the form of Exhibit
         F-1, with appropriate insertions as to amounts, dates and names of
         Lenders.

                  "S&P" means Standard & Poor's Ratings Group, a division of 
         McGraw-Hill.

                  "Security Agreement" means , collectively (or individually as
         the context may indicate), (i) the Security Agreement dated as of the
         date hereof by the Borrower and the Guarantors to the Agent and (ii)
         any additional Security Agreement delivered to the Agent pursuant to
         Section 7.20, as hereafter modified, amended or supplemented from time
         to time.

                  "Security Instruments" means, collectively, the Pledge
         Agreement, the Security Agreement, the Mortgage, the Intellectual
         Property Security Agreement, the Intellectual Property Assignments, the
         Landlord Waivers, the Assignment of Life Insurance, the Boylan
         Investment Documents Pledge Agreement and all other agreements,
         instruments and other documents, whether now existing or hereafter in
         effect, pursuant to which the Borrower or any Subsidiary shall grant or
         convey to the Agent or the Lenders a Lien in property as security for
         all or any portion of the Obligations, as any of them may be amended,
         modified or supplemented from time to time.

                  "Single Employer Plan" means any employee pension benefit plan
         covered by Title IV of ERISA in respect of which the Borrower or any
         Subsidiary is an "employer" as described in Section 4001(b) of ERISA
         and which is not a Multiemployer Plan.

                  "Solvent" means, when used with respect to any Person, that at
         the time of determination:

                           (i)      the fair value of its assets (both at fair 
                  valuation and at present fair saleable value on an orderly  
                  basis) is in excess of the total amount of its liabilities,
                  including Contingent Obligations; and

                           (ii)     it is then able and expects to be able to 
                  pay its debts as they mature; and

                           (iii)    it has capital sufficient to carry on its
                  business as conducted and as proposed to be conducted.

                  "Stated Termination Date" means (i) with respect to the Term
         Loan, January 28, 2006, and (ii) with respect to the Revolving Credit
         Facility, January 28, 2004.

                                       22

<PAGE>


                  "Stock Consideration" means, with respect to an Acquisition,
         the fair market value of all capital stock or other ownership interests
         of the Borrower or any Subsidiary issued or given in connection with
         such Acquisition.

                  "Subordinated Notes" means the 5% Subordinated Convertible
         Notes due 2000 issued by the Borrower in the original aggregate
         principal amount of $1,500,000.

                  "Subsidiary" means any corporation or other entity, other than
         the Inactive Subsidiaries, in which more than 50% of its outstanding
         voting stock or more than 50% of all equity interests is owned directly
         or indirectly by the Borrower and/or by one or more of the Borrower's
         Subsidiaries.

                  "Swap Agreement" means one or more agreements between the
         Borrower and a Lender with respect to Indebtedness evidenced by any or
         all of the Notes, on terms mutually acceptable to Borrower and such
         Lender, which agreements create Rate Hedging Obligations.

                  "Term Loan" means the loan made pursuant to the Term Loan
         Facility in accordance with Article II.

                  "Term Loan Commitment" means, with respect to each Lender, the
         obligation of such Lender to make the Term Loan to the Borrower in a
         principal amount equal to such Lender's Applicable Commitment
         Percentage of the Total Term Loan Commitment as set forth on Exhibit A.

                  "Term Loan Facility" means the facility described in Article
         II providing for a Term Loan to the Borrower by the Lenders in the
         original principal amount of $8,000,000.

                  "Term Loan Outstandings" means, as of any date of
         determination, the aggregate principal amount of the Term Loan then
         outstanding and all interest accrued thereon.

                  "Term Loan Termination Date" means (i) the Stated Termination
         Date or (ii) such earlier date of termination of Lenders' obligations
         pursuant to Section 9.1 upon the occurrence of an Event of Default, or
         (iii) such date as the Borrower may voluntarily and permanently
         terminate the Term Loan Facility by payment in full of all Obligations
         incurred in connection with the Term Loan.

                  "Term Notes" means, collectively, the promissory notes of the
         Borrower evidencing Term Loans executed and delivered to the Lenders as
         provided in Section 2.8 substantially in the form of Exhibit F-2, with
         appropriate insertions as to amounts, dates and names of Lenders.

                  "Termination Event" means: (i) a "Reportable Event" described
         in Section 4043 



                                       23
<PAGE>

         of ERISA and the regulations issued thereunder (unless the notice 
         requirement has been waived by applicable regulation); or (ii) the 
         withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan 
         during a plan year in which it was a "substantial employer" as defined 
         in Section 4001(a)(2) of ERISA or was deemed such under Section 4062(e)
         of ERISA; or (iii) the termination of a Pension Plan, the filing of a 
         notice of intent to terminate a Pension Plan or the treatment of a 
         Pension Plan amendment as a termination under Section 4041 of ERISA; or
         (iv) the institution of proceedings to terminate a Pension Plan by the 
         PBGC; or (v) any other event or condition which would constitute 
         grounds under Section 4042(a) of ERISA for the termination of, or the 
         appointment of a trustee to administer, any Pension Plan; or (vi) the 
         partial or complete withdrawal of the Borrower or any ERISA Affiliate 
         from a Multiemployer Plan; or (vii) the imposition of a Lien pursuant 
         to Section 412 of the Code or Section 302 of ERISA; or (viii) any event
         or condition which results in the reorganization or insolvency of a 
         Multiemployer Plan under Section 4241 or Section 4245 of ERISA, 
         respectively; or (ix) any event or condition which results in the 
         termination of a Multiemployer Plan under Section 4041A of ERISA or the
         institution by the PBGC of proceedings to terminate a Multiemployer 
         Plan under Section 4042 of ERISA.

                  "Total Revolving Credit Commitment" means a principal amount
         equal to $14,000,000 as reduced from time to time in accordance with
         Sections 2.7(d) and 2.10.

                  "Total Term Loan Commitment" means a principal amount equal to
         $8,000,000.

                  "Type" shall mean any type of Loan (i.e., a Base Rate Loan or
         a Eurodollar Rate Loan).

                  "Voting Stock" means shares of capital stock issued by a
         corporation, or equivalent interests in any other Person, the holders
         of which are ordinarily, in the absence of contingencies, entitled to
         vote for the election of directors (or persons performing similar
         functions) of such Person, even if the right so to vote has been
         suspended by the happening of such a contingency.

                  "Year 2000 Compliant" means all computer applications
         (including those affected by information received from its suppliers
         and vendors) that are material to the Borrower's or any of its
         Subsidiaries' business and operations will on a timely basis be able to
         perform properly data-sensitive functions involving all dates on and
         after January 1, 2000;

                  "Year 2000 Problem" means the risk that computer applications
         used by the Borrower and any of its Subsidiaries (including those
         affected by information received from its suppliers and vendors) may be
         unable to recognize and perform properly data-sensitive functions
         involving certain dates on and after January 1, 2000.

         I.2.     Rules of Interpretation.

                                       24
<PAGE>

                  (a) All accounting terms not specifically defined herein shall
         have the meanings assigned to such terms and shall be interpreted in
         accordance with GAAP applied on a Consistent Basis.

                  (b) Each term defined in Article 1 or 9 of the Florida Uniform
         Commercial Code shall have the meaning given therein unless otherwise
         defined herein, except to the extent that the Uniform Commercial Code
         of another jurisdiction is controlling, in which case such terms shall
         have the meaning given in the Uniform Commercial Code of the applicable
         jurisdiction.

                  (c) The headings, subheadings and table of contents used
         herein or in any other Loan Document are solely for convenience of
         reference and shall not constitute a part of any such document or
         affect the meaning, construction or effect of any provision thereof.

                  (d) Except as otherwise expressly provided, references herein
         to articles, sections, paragraphs, clauses, annexes, appendices,
         exhibits and schedules are references to articles, sections,
         paragraphs, clauses, annexes, appendices, exhibits and schedules in or
         to this Agreement.

                  (e) All definitions set forth herein or in any other Loan
         Document shall apply to the singular as well as the plural form of such
         defined term, and all references to the masculine gender shall include
         reference to the feminine or neuter gender, and vice versa, as the
         context may require.

                  (f) When used herein or in any other Loan Document, words such
         as "hereunder", "hereto", "hereof" and "herein" and other words of like
         import shall, unless the context clearly indicates to the contrary,
         refer to the whole of the applicable document and not to any particular
         article, section, subsection, paragraph or clause thereof.

                  (g) References to "including" means including without limiting
         the generality of any description preceding such term, and for purposes
         hereof the rule of ejusdem generis shall not be applicable to limit a
         general statement, followed by or referable to an enumeration of
         specific matters, to matters similar to those specifically mentioned.

                  (h) All dates and times of day specified herein shall refer to
         such dates and times at Charlotte, North Carolina.

                  (i) Each of the parties to the Loan Documents and their
         counsel have reviewed and revised, or requested (or had the opportunity
         to request) revisions to, the Loan Documents, and any rule of
         construction that ambiguities are to be resolved against the drafting
         party shall be inapplicable in the construing and interpretation of the
         Loan Documents and all exhibits, schedules and appendices thereto.

                  (j) Any reference to an officer of the Borrower or any other
         Person by 

                                       25

<PAGE>

         reference to the title of such officer shall be deemed to refer to each
         other officer of such Person, however titled, exercising the same or 
         substantially similar functions.

                  (k) All references to any agreement or document as amended,
         modified or supplemented, or words of similar effect, shall mean such
         document or agreement, as the case may be, as amended, modified or
         supplemented from time to time only as and to the extent permitted
         therein and in the Loan Documents.


                                       26
<PAGE>

                                   ARTICLE II

                                    The Loans
                                    ---------

         II.1.    Term Loan.

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each Lender severally agrees to make an Advance of its Applicable Commitment
Percentage of the Total Term Loan Commitment to the Borrower on the Closing
Date. The principal amount of each Term Loan outstanding hereunder from time to
time shall bear interest at an interest rate per annum equal to the Eurodollar
Rate; provided, however, that (x) no Eurodollar Rate Loans constituting part of
the Term Loan shall have an Interest Period that extends beyond the Term Loan
Termination Date, (y) each Eurodollar Rate Loan constituting part of the Term
Loan shall be in the minimum amount of $100,000 and if greater, an integral
multiple of $100,000, and (z) each Eurodollar Rate Loan constituting part of the
Term Loan may, subject to the provisions of Sections 2.3, 2.5 and 2.6, be repaid
only on the last day of the Interest Period with respect thereto. No amount of
the Term Loan repaid or prepaid by the Borrower may be reborrowed hereunder, and
no subsequent Advances of Term Loan amounts shall be made by any Lender after
the initial such Advance.

         (b) Term Loan Advance. Not later than 1:00 P.M., on the Closing Date,
each Lender shall, pursuant to the terms and subject to the conditions of this
Agreement, make the amount of the Term Loan Advance to be made by it on such day
available by wire transfer to the Agent in the amount of its Term Loan
Commitment. Such wire transfer shall be directed to the Agent at the Principal
Office and shall be in the form of immediately available, freely transferable
Dollars. The amount so received by the Agent shall, subject to the terms and
conditions of this Agreement, be made available to the Borrower by delivery of
the proceeds thereof to the Borrower's Account or otherwise as shall be directed
by the Authorized Representative and reasonably acceptable to the Agent.

         (c) Interest Periods.The Term Loan shall be comprised of Eurodollar
Rate Loans, provided, however, there shall not be outstanding at any one time
Eurodollar Rate Loans (including Revolving Loans) having more than five (5)
different Interest Periods. If the Agent does not receive an Interest Rate
Selection Notice giving notice of election of the duration of an Interest Period
or Continuation of a Eurodollar Rate Loan by the time prescribed by Section
2.11, the Borrower shall be deemed to have elected a one (1) month Interest
Period for such Loan until the Borrower notifies the Agent in accordance with
Section 2.11.

         II.2.    Revolving Loans.

         (a) Commitment. Subject to the terms and conditions of this Agreement,
each Lender severally agrees to make Advances to the Borrower under the
Revolving Credit Facility from time to time from the Closing Date until the
Revolving Credit Termination Date on a pro rata basis as to the total borrowing
requested by the Borrower on any day determined by such Lender's Applicable
Commitment Percentage up to but not exceeding the Revolving Credit 

                                       27

<PAGE>

Commitment of such Lender, provided, however, that the Lenders will not be
required and shall have no obligation to make any such Advance (i) so long as a
Default or an Event of Default has occurred and is continuing or (ii) if the
Agent has accelerated the maturity of any of the Notes as a result of an Event
of Default; provided further, however, that immediately after giving effect to
each such Advance, (i) prior to the satisfaction of the requirements set forth
in Section 7.25 hereto, the amount of Revolving Credit Outstandings plus Hansens
Notes Outstandings shall not exceed the Total Revolving Credit Commitment, and
(ii) after the satisfaction of the requirements set forth in Section 7.25
hereof, the amount of Revolving Credit Outstandings shall not exceed the Total
Revolving Credit Commitment. Within such limits, the Borrower may borrow, repay
and reborrow under the Revolving Credit Facility on a Business Day from the
Closing Date until, but (as to borrowings and reborrowings) not including, the
Revolving Credit Termination Date; provided, however, that (y) no Revolving Loan
that is a Eurodollar Rate Loan shall be made which has an Interest Period that
extends beyond the Stated Termination Date and (z) each Revolving Loan that is a
Eurodollar Rate Loan may, subject to the provisions of Section 2.11 be repaid
only on the last day of the Interest Period with respect thereto unless such
payment is accompanied by the additional payment, if any, required by Section
4.5.

         (b) Amounts. Except as otherwise permitted by the Lenders from time to
time, the amount of Revolving Credit Outstandings shall not exceed at any time
the Total Revolving Credit Commitment. In the event there shall be outstanding
any such excess, the Borrower shall immediately make such payments and
prepayments as shall be necessary to comply with this restriction. Each
Revolving Loan hereunder, and each Conversion under Section 2.11 shall be in an
amount of at least $100,000, and, if greater than $100,000, an integral multiple
of $100,000.

         (c) Advances. (i) An Authorized Representative shall give the Agent (1)
at least three (3) Business Days' irrevocable written notice by telefacsimile
transmission of a Borrowing Notice or Interest Rate Selection Notice (as
applicable) with appropriate insertions, effective upon receipt, of each
Revolving Loan that is a Eurodollar Rate Loan (whether representing an
additional borrowing hereunder or the Conversion of a borrowing hereunder from
Base Rate Loans to Eurodollar Rate Loans) prior to 10:30 A.M. and (2)
irrevocable written notice by telefacsimile transmission of a Borrowing Notice
or Interest Rate Selection Notice (as applicable) with appropriate insertions,
effective upon receipt, of each Revolving Loan that is a Base Rate Loan (whether
representing an additional borrowing hereunder or the Conversion of borrowing
hereunder from Eurodollar Rate Loans to Base Rate Loans) prior to 10:30 A.M. on
the day of such proposed Revolving Loan. Each such notice shall specify the
amount of the borrowing, the type of Revolving Loan (Base Rate or Eurodollar
Rate), the date of borrowing and, if a Eurodollar Rate Loan, the Interest Period
to be used in the computation of interest. Notice of receipt of such Borrowing
Notice or Interest Rate Selection Notice, as the case may be, together with the
amount of each Lender's portion of an Advance requested thereunder, shall be
provided by the Agent to each Lender by telefacsimile transmission with
reasonable promptness, but (provided the Agent shall have received such notice
by 10:30 A.M.) not later than 1:00 P.M. on the same day as the Agent's receipt
of such notice.

         (ii) Not later than 2:00 P.M. on the date specified for each borrowing
under this 


                                       28
<PAGE>

Section 2.1, each Lender shall, pursuant to the terms and subject to the
conditions of this Agreement, make the amount of the Advance or Advances to be
made by it on such day available by wire transfer to the Agent in the amount of
its pro rata share, determined according to such Lender's Applicable Commitment
Percentage of the Revolving Loan or Revolving Loans to be made on such day. Such
wire transfer shall be directed to the Agent at the Principal Office and shall
be in the form of Dollars constituting immediately available funds. The amount
so received by the Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by delivery of the proceeds thereof
to the Borrower's Account or otherwise as shall be directed in the applicable
Borrowing Notice by the Authorized Representative and reasonably acceptable to
the Agent.

         (iii) The Borrower shall have the option to elect the duration of the
initial and any subsequent Interest Periods and to Convert the Revolving Loans
in accordance with Section 2.11. Eurodollar Rate Loans and Base Rate Loans may
be outstanding at the same time, provided, however, there shall not be
outstanding at any one time Eurodollar Rate Loans having more than five (5)
different Interest Periods. If the Agent does not receive a Borrowing Notice or
an Interest Rate Selection Notice giving notice of election of the duration of
an Interest Period or of Conversion of any Loan to or Continuation of a Loan as
a Eurodollar Rate Loan by the time prescribed by Section 2.1(c) or 2.11, the
Borrower shall be deemed to have elected to Convert such Loan to (or Continue
such Loan as) a Base Rate Loan until the Borrower notifies the Agent in
accordance with Section 2.11.

         II.3.    Payment of Principal.

                  (a) Term Loan. The principal amount of the Term Loan shall be
repaid in eight (8) consecutive quarterly installments of $1,000,000 each,
commencing on the last Business Day of March, 2004 and continuing on the last
Business Day of each fiscal quarter thereafter; provided, however, that the
entire amount of Term Loan Outstandings shall be due and payable in full on the
Term Loan Termination Date.

                  (b) Revolving Loans. The principal amount of each Revolving
Loan shall be due and payable to the Agent for the benefit of each Lender in
full on the Revolving Credit Termination Date, or earlier as specifically
provided herein. The principal amount of any Base Rate Loan may be prepaid in
whole or in part at any time. The principal amount of any Eurodollar Rate Loan
may be prepaid only at the end of the applicable Interest Period unless the
Borrower shall pay to the Agent for the account of the Lenders the additional
amount, if any, required under Section 4.5. All prepayments of Revolving Loans
made by the Borrower shall be in the amount of $100,000 or such greater amount
which is an integral multiple of $100,000, or the amount equal to all Revolving
Credit Outstandings, or such other amount as necessary to comply with Section
2.1(b) or Section 2.11.

         II.4. Payment of Interest. (a) The Borrower shall pay interest to the
Agent for the account of each Lender on the outstanding and unpaid principal
amount of each Loan made by such Lender for the period commencing on the date of
such Loan until such Loan shall be due at the then applicable Base Rate for Base
Rate Loans or applicable Eurodollar Rate for Eurodollar 


                                       29
<PAGE>

Rate Loans, as designated by the Authorized Representative pursuant to Sections
2.1 and 2.2 hereof or as otherwise provided herein; provided, however, that if
any Event of Default shall occur and be continuing, all amounts outstanding
hereunder shall bear interest thereafter at the Default Rate.

                  (b) Interest on each Loan shall be computed on the basis of a
year of 360 days and calculated in each case for the actual number of days
elapsed. Interest on each Loan shall be paid (i) quarterly in arrears on the
last Business Day of each December, March, June and September, commencing on the
last Business Day of March, 1999 for each Base Rate Loan, (ii) on the last day
of the applicable Interest Period for each Eurodollar Rate Loan and, if such
Interest Period extends for more than three (3) months, at intervals of three
(3) months after the first day of such Interest Period, and (iii) upon payment
in full of the principal amount of such Loan.

         II.5. Manner of Payment. (a) Each payment of principal (including any
prepayment) and payment of interest and fees, and any other amount required to
be paid to the Lenders with respect to the Loans, shall be made to the Agent at
the Principal Office for the account of each Lender in Dollars in immediately
available funds without setoff, deduction or counterclaim on or before 12:30
P.M. on the date such payment is due. The Agent may, but shall not be obligated
to, debit the amount of such payment from any one or more ordinary deposit
accounts of the Borrower with the Agent.

                  (b) The Agent shall deem any payment made by or on behalf of
the Borrower that is not made both in Dollars in immediately available funds and
prior to 12:30 P.M. on the date such payment is to be made to be a
non-conforming payment. Any such non-conforming payment shall not be deemed to
be received by the Agent until the later of (i) the time such funds become
available funds and (ii) the next Business Day. Any non-conforming payment may
constitute or become a Default or Event of Default. Interest shall continue to
accrue on any principal as to which a non-conforming payment is made until the
later of (i) the date such funds become available funds or (ii) the next
Business Day at the Default Rate, from the date such amount was due and payable.

                  (c) In the event that any payment hereunder or under the Notes
becomes due and payable on a day other than a Business Day, then such due date
shall be extended to the next succeeding Business Day unless provided otherwise
under the definition of "Interest Period"; provided, however, that interest
shall continue to accrue during the period of any such extension; and provided
further, however, that in no event shall any such due date be extended beyond
the Stated Termination Date.

         II.6. Optional Prepayments. The Borrower may prepay the Loans in whole
or in part from time to time on any Business Day, without penalty or premium,
upon not less than five (5) Business Days' prior written notice (effective upon
receipt) to the Agent, which notice shall be irrevocable. Any prepayment shall
be made at a prepayment price equal to (i) the amount of principal to be
prepaid, plus (ii) all accrued and unpaid interest on the amount so prepaid, to
the date of prepayment. All prepayments under this Section 2.6 shall be made in
the minimum 


                                       30
<PAGE>

principal amount of $100,000 or any integral multiple of $100,000 in excess
thereof (or in the entire remaining principal balance of the Loan being
prepaid), and all such prepayments of principal of Term Loans shall be applied
to installments of principal in inverse order of their maturities. No such
prepayment shall result in the payment of any Eurodollar Rate Loan other than on
the last day of the Interest Period of such Loan unless such prepayment is
accompanied by amounts due, if any, under Section 4.5.

         II.7. Mandatory Prepayments. In addition to the required payments of
principal of the Loans set forth in Section 2.3 and any optional payments of
principal of the Loans effected under Section 2.6, the Borrower shall make the
following required prepayments of the Loans, each such payment to be made to the
Agent for the benefit of the Lenders within the time period specified below:

                  (a) The principal amount of the Term Loan shall be repaid from
the Net Proceeds of each Asset Disposition permitted hereunder in an amount
equal to one hundred percent (100%) of such Net Proceeds which exceed $100,000
for any single or series of related transactions; provided, however, that no
prepayment will be required under this Section 2.7(a) for up to $250,000 of Net
Proceeds received in any Fiscal Year to the extent reinvested in assets similar
to those subject to the Asset Disposition and utilized in the operating of the
Borrower's or any of its Subsidiaries' business so long as reinvested in such
Fiscal Year or within 90 days of the end of such Fiscal Year. Each such
prepayment is to be made within ten (10) Business Days following the expiration
of the 90 day period referred to in the preceding sentence and upon not less
than five (5) Business Days written notice to the Agent, which notice shall
include a certificate of an Authorized Representative setting forth in detail
the calculations utilized in computing the amount of such prepayment.

                   (b) The Agent shall give each Lender, within one (1) Business
Day, telefacsimile notice of each notice of prepayment described in clause (a)
of this Section 2.7. All mandatory prepayments made pursuant to this Section 2.7
shall be applied to installments of principal in inverse order of their
maturities (as adjusted to give effect to any prior payments or prepayments of
principal). Any prepayment of a Eurodollar Rate Loan constituting a part of the
Term Loan pursuant to this Section 2.7 other than on the last day of an Interest
Period shall be accompanied by the additional payment, if any, required by
Section 4.5. If such Net Proceeds to be applied to Term Loan Outstandings
pursuant to this Section 2.7 shall be greater than the amount of Term Loan
Outstandings, then the Revolving Loan Outstandings and the Revolving Credit
Commitment shall be permanently reduced by the amount of such excess.

                   (c) The Borrower shall make permanent reductions in the Total
Revolving Credit Commitment and permanent prepayments of the Revolving Credit
Outstandings from the Net Proceeds of any Asset Disposition in excess of Term
Loan Outstandings after application of such Net Proceeds to the Term Loan
Outstandings pursuant to Section 2.7(b) above, each such reduction and
prepayment to be made within the time specified in Section 2.7(b).

                   (d) The Total Revolving Commitment shall be permanently
reduced by $750,000 on the last Business Day of each fiscal quarter commencing
on the last Business Day of 



                                       31
<PAGE>

March, 2001 and continuing on the last Business Day of each fiscal quarter
thereafter until the Revolving Credit Termination Date.

         II.8. Notes. Loans made by each Lender shall be evidenced by, and be
repayable with interest in accordance with the terms of, the promissory notes
payable to the order of such Lender in the respective amounts of (i) in the case
of a Term Note, its Term Loan Commitment, and (ii) in the case of a Revolving
Note, its Applicable Commitment Percentage of the Revolving Credit Commitment,
which Notes shall be dated the Closing Date or a later date pursuant to an
Assignment and Acceptance and shall be duly completed, executed and delivered by
the Borrower.

         II.9. Pro Rata Payments. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Revolving Loans and
the fees described in Section 2.13 shall be made to the Agent for the account of
the Lenders pro rata based on their Applicable Commitment Percentages, (b) all
payments to be made by the Borrower for the account of each of the Lenders on
account of principal, interest and fees, shall be made without diminution,
setoff, recoupment or counterclaim, and (c) the Agent will promptly distribute
to the Lenders in immediately available funds payments received in fully
collected, immediately available funds from the Borrower.

         II.10. Reductions. The Borrower shall, by notice from an Authorized
Representative, have the right from time to time but not more frequently than
once each calendar month, upon not less than five (5) Business Days' written
notice to the Agent, effective upon receipt, to reduce the Total Revolving
Credit Commitment. The Agent shall give each Lender, within one (1) Business Day
of receipt of such notice, telefacsimile notice, or telephonic notice (confirmed
in writing), of such reduction. Each such reduction shall be in the aggregate
amount of $100,000 or such greater amount which is in an integral multiple of
$100,000, or the entire remaining Total Revolving Credit Commitment, and shall
permanently reduce the Total Revolving Credit Commitment. Each reduction of the
Total Revolving Credit Commitment shall be accompanied by payment of the
Revolving Loans to the extent that the principal amount of Revolving Credit
Outstandings exceeds the Total Revolving Credit Commitment after giving effect
to such reduction, together with accrued and unpaid interest on the amounts
prepaid. No such reduction shall result in the payment of any Eurodollar Rate
Loan other than on the last day of the Interest Period of such Eurodollar Rate
Loan unless such prepayment is accompanied by amounts due, if any, under Section
4.5.

         II.11. Conversions and Elections of Subsequent Interest Periods.
Subject to the limitations set forth below and in Article IV, the Borrower may:

                  (a) upon delivery, effective upon receipt, of a properly
completed Interest Rate Selection Notice to the Agent on or before 10:30 A.M. on
any Business Day, Convert all or a part of Eurodollar Rate Loans under the
Revolving Credit Facility to Base Rate Loans on the last day of the Interest
Period for such Eurodollar Rate Loans; and

                  (b) provided that no Default or Event of Default shall have
occurred and be 


                                       32
<PAGE>

continuing, upon delivery, effective upon receipt, of a properly completed 
Interest Rate Selection Notice to the Agent on or before 10:30 A.M. three (3) 
Business Days' prior to the date of such election or Conversion:

                           (i) elect a subsequent Interest Period for all or a
                  portion of Eurodollar Rate Loans under either the Revolving
                  Credit Facility or the Term Loan to begin on the last day of
                  the then current Interest Period for such Eurodollar Rate
                  Loans; and

                          (ii) Convert Base Rate Loans under the Revolving
                  Credit Facility to Eurodollar Rate Loans on any Business Day.

         Each election and Conversion pursuant to this Section 2.11 shall be
subject to the limitations on Eurodollar Rate Loans set forth in the definition
of "Interest Period" herein and in Sections 2.1, 2.2 and Article IV. The Agent
shall give written notice to each Lender of such notice of election or
Conversion prior to 3:00 P.M. on the day such notice of election or Conversion
is received. All such Continuations or Conversions of Loans shall be effected
pro rata based on the Applicable Commitment Percentages of the Lenders.

         II.12. Increase and Decrease in Amounts. The amount of the Total
Revolving Credit Commitment which shall be available to the Borrower as Advances
shall be reduced by the aggregate amount of Revolving Credit Outstandings.

         II.13. Facility Fees. For the period beginning on the Closing Date and
ending on the Revolving Credit Termination Date, the Borrower agrees to pay to
the Agent, for the pro rata benefit of the Lenders based on their Applicable
Commitment Percentages, an unused fee equal to the Applicable Unused Fee
multiplied by the average daily amount by which the Total Revolving Credit
Commitment exceeds the sum of Revolving Credit Outstandings. Such fees shall be
due in arrears on the last Business Day of each December, March, June and
September commencing March 31, 1999 to and on the Revolving Credit Termination
Date. Notwithstanding the foregoing, so long as any Lender fails to make
available any portion of its Revolving Credit Commitment when requested, the
Borrower shall not be required to make, nor shall such Lender be entitled to
receive, payment of the pro rata portion of such fee related to such portion
until such Lender shall make available such portion. Such fee shall be
calculated on the basis of a year of 360 days for the actual number of days
elapsed.

         II.14. Deficiency Advances. No Lender shall be responsible for any
default of any other Lender in respect to such other Lender's obligation to make
any Loan hereunder nor shall the Revolving Credit Commitment of any Lender
hereunder be increased as a result of such default of any other Lender. Without
limiting the generality of the foregoing, in the event any Lender shall fail to
advance funds to the Borrower as herein provided, the Agent may in its
discretion, but shall not be obligated to, advance under the applicable Note in
its favor as a Lender all or any portion of such amount or amounts (each, a
"deficiency advance") and shall thereafter be entitled to payments of principal
of and interest on such deficiency advance in the same manner and at the same
interest rate or rates to which such other Lender would have been entitled had
it made 

                                       33

<PAGE>


such Advance under its Note; provided that, (i) such defaulting Lender shall not
be entitled to receive payments of principal, interest or fees with respect to
such deficiency advance until such deficiency advance shall be paid by such
Lender and (ii) upon payment to the Agent from such other Lender of the entire
outstanding amount of each such deficiency advance, together with accrued and
unpaid interest thereon, from the most recent date or dates interest was paid to
the Agent by the Borrower on each Loan comprising the deficiency advance at the
interest rate per annum for overnight borrowing by the Agent from the Federal
Reserve Bank, then such payment shall be credited against the applicable Note of
the Agent in full payment of such deficiency advance and the Borrower shall be
deemed to have borrowed the amount of such deficiency advance from such other
Lender as of the most recent date or dates, as the case may be, upon which any
payments of interest were made by the Borrower thereon.

         II.15. Use of Proceeds. The proceeds of the Loans made hereunder shall
be used by the Borrower to finance the FJC Acquisition, to finance the Boylan
Investment, the making of Acquisitions and Capital Expenditures permitted
hereunder and for general working capital needs.


                                   ARTICLE III

                                    Security
                                    --------

         III.1. Security. As security for the full and timely payment and
performance of all Obligations, the Credit Parties shall on or before the
Closing Date deliver to the Agent, in form and substance reasonably acceptable
to the Agent, the Security Instruments (other than the Boylan Investment
Documents Pledge Agreement), and such duly executed Uniform Commercial Code
financing statements sufficient to grant to the Agent for the benefit of the
Lenders a duly perfected first priority security interest in all Collateral
subject to no prior Lien or other encumbrance or restriction on transfer (other
than restrictions on transfer imposed by applicable securities laws) and Liens
permitted hereunder. Contemporaneously with the making of the Boylan Investment,
the Borrower shall deliver to the Agent the Boylan Investment Documents Pledge
Agreement and the Boylan Investment Documents in order to create and perfect a
first priority Lien in the Boylan Investment Documents as security for full and
timely payment and performance of all Obligations now existing or hereafter
arising.

         III.2. Stock Pledge. As security for the full and timely payment and
performance of all Obligations now existing or hereafter arising, and certain
Guarantors' obligations under the Facility Guaranty, the Borrower and each
Subsidiary owning any Pledged Stock shall on or before the Closing Date deliver
to the Agent, in form and substance reasonably acceptable to the Agent, the
Stock Pledge Agreement together with certificates representing such Pledged
Stock and such stock powers duly executed in blank as may be required by the
Agent in accordance with the terms hereof and thereof. In addition to any Stock
Pledge Agreement required to be delivered pursuant to Section 7.20 hereof, the
Borrower and each Subsidiary hereby agrees to pledge to the Agent for the
benefit of the Lenders 100% of the capital stock and related interests and
rights of any Subsidiary hereafter acquired or created, and in each case, to
deliver to the 

                                       34

<PAGE>

Agent a Stock Pledge Agreement substantially in the form of Exhibit K hereto
within thirty (30) days of the acquisition or creation of such Subsidiary.

         III.3. Facility Guaranty. The Borrower shall cause the Facility
Guaranty to be delivered on or before the Closing Date by each Subsidiary, in
form and substance reasonably acceptable to the Agent. The Borrower hereby
agrees to cause a Facility Guaranty to be delivered by any hereafter acquired,
created or arising Subsidiary to the extent such action would not result in any
material adverse tax impact on the Borrower.

         III.4. Further Assurances. At the request of the Agent, the Borrower
will or will cause its Subsidiaries, as the case may be to execute, by its duly
authorized officers, alone or with the Agent, any certificate, instrument,
statement or document, or to procure any such certificate, instrument, statement
or document, or to take such other action (and pay all connected reasonable
costs) which the Agent reasonably deems necessary from time to time to create,
continue or preserve the liens and security interests in Collateral (and the
perfection and priority thereof) of the Agent contemplated hereby and by the
other Loan Documents.

         III.5. Information Regarding Collateral. The Borrower represents,
warrants and covenants that (i) the principal executive office of the Borrower
and each other Person providing Collateral pursuant to a Security Instrument
(each, a "Grantor") at the Closing Date is located at the address or addresses
specified on Schedule 3.5, and (ii) Schedule 3.5 contains a true and complete
list of (a) the name and address of each Grantor and of each other Person that
has effected any merger or consolidation with a Grantor or contributed or
transferred to a Grantor any significant portion of its assets constituting
Collateral at any time since January 1, 1993 (excluding Persons making sales in
the ordinary course of their businesses to a Grantor of property constituting
inventory in the hands of such seller), (b) each location of the principal
executive office of each Grantor at any time since January 1, 1993, (c) each
location in which goods constituting Collateral are or have been located since
January 1, 1993 (together with the name of each owner of the property located at
such address if not the applicable Grantor, and a summary description of the
relationship between the applicable Grantor and such Person), and (d) each trade
style used by any Grantor since January 1, 1993 and the purposes for which it
was used. Borrower shall not change, and shall not permit any other Grantor to
change, the location of its principal executive office or any location specified
in clause (c) of the immediately preceding sentence, or use or permit any other
Grantor to use, any additional trade style, except upon giving not less than
thirty (30) days' prior written notice to the Agent and taking or causing to be
taken all such action at Borrower's or such other Grantor's expense as may be
reasonably requested by the Agent to perfect or maintain the perfection of the
Lien of the Agent in Collateral.

         III.6. Mortgages. As security for the full and timely payment and
performance of (i) all Obligations now existing or hereafter arising and (ii) if
applicable, the Guarantors' Obligations under the Facility Guaranty, the
Borrower shall, and shall cause each Subsidiary to, on or before the Closing
Date deliver to the Agent, in form and substance reasonably acceptable to the
Agent, the Mortgages. The Mortgages shall be delivered on or before the Closing
Date and thereafter as any new or additional real property is acquired by the
Borrower or any existing 




                                       35

<PAGE>

or hereafter acquired or created Subsidiary.







                                       36


<PAGE>


                                   ARTICLE IV

                             Change in Circumstances
                             -----------------------

IV.1. Increased Cost and Reduced Return.
      ----------------------------------

         (a) If, after the date hereof, the adoption of any applicable law,
rule, or regulation, or any change in any applicable law, rule, or regulation,
or any change in the interpretation or administration thereof by any
governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such governmental authority, central bank, or
comparable agency:

                        (i) shall subject such Lender (or its Applicable Lending
         Office) to any tax, duty, or other charge with respect to any
         Eurodollar Rate Loans, its Note, or its obligation to make Eurodollar
         Rate Loans, or change the basis of taxation of any amounts payable to
         such Lender (or its Applicable Lending Office) under this Agreement or
         its Note in respect of any Eurodollar Rate Loans (other than taxes
         imposed on the overall net income of such Lender by the jurisdiction in
         which such Lender has its principal office or such Applicable Lending
         Office);

                       (ii) shall impose, modify, or deem applicable any
         reserve, special deposit, assessment, or similar requirement (other
         than the Reserve Requirement utilized in the determination of the
         Eurodollar Rate) relating to any extensions of credit or other assets
         of, or any deposits with or other liabilities or commitments of, such
         Lender (or its Applicable Lending Office), including the Term Loan
         Commitment or Revolving Credit Commitment of such Lender hereunder; or

                      (iii) shall impose on such Lender (or its Applicable
         Lending Office) or on the London interbank market any other condition
         affecting this Agreement or its Note or any of such extensions of
         credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, Converting into, Continuing, or
maintaining any Loans or to reduce any sum received or receivable by such Lender
(or its Applicable Lending Office) under this Agreement or its Note with respect
to any Eurodollar Rate Loans, then the Borrower shall pay to such Lender on
demand such amount or amounts as will compensate such Lender for such increased
cost or reduction. If any Lender requests compensation by the Borrower under
this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to
the Agent), suspend the obligation of such Lender to make or Continue Loans of
the Type with respect to which such compensation is requested, or to Convert
Loans of any other Type into Loans 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 4.4 shall be applicable); provided that such suspension shall not
affect the right of such Lender to receive the compensation so requested.

                                       37

<PAGE>

         (b) If, after the date hereof, any Lender shall have determined that
the adoption of any applicable law, rule, or regulation regarding capital
adequacy or any change therein or in the interpretation or administration
thereof by any governmental authority, central bank, or comparable agency
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, central bank, or comparable agency, has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations hereunder to a level below that which such 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 the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction.

         (c) Each Lender shall promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Lender to compensation pursuant to this Section 4.1 and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming
compensation under this Section 4.1 shall furnish to the Borrower and the Agent
a statement setting forth 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, such Lender may use any reasonable averaging and
attribution methods.

         IV.2. Limitation on Types of Loans. If on or prior to the first day of 
any  Interest  Period  for any Eurodollar Rate Loan:

                  (a) the Agent 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
         Eurodollar Rate for such Interest Period; or

                  (b) the Required Lenders determine (which determination shall
         be conclusive) and notify the Agent that the Eurodollar Rate will not
         adequately and fairly reflect the cost to the Lenders of funding
         Eurodollar Rate Loans for such Interest Period;

then the Agent shall give the Borrower prompt notice thereof specifying the
relevant Type of Loans and the relevant amounts or periods, and so long as such
condition remains in effect, the Lenders shall be under no obligation to make
additional Loans of such Type, Continue Loans of such Type, or to Convert Loans
of any other Type into Loans of such Type and the Borrower shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Loans of the
affected Type, either prepay such Loans or Convert such Loans into another Type
of Loan in accordance with the terms of this Agreement.

         IV.3. Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Loans
hereunder, then such Lender shall promptly notify the Borrower 


                                       38

<PAGE>

thereof and such Lender's obligation to make or Continue Eurodollar Rate Loans
and to Convert other Types of Loans into Eurodollar Rate Loans shall be
suspended until such time as such Lender may again make, maintain, and fund
Eurodollar Rate Loans (in which case the provisions of Section 4.4 shall be
applicable).

         IV.4. Treatment of Affected Loans. If the obligation of any Lender to
make a Eurodollar Rate Loan or to Continue, or to Convert Loans of any other
Type into, Loans of a particular Type shall be suspended pursuant to Section 4.1
or 4.3 hereof (Loans of such Type being herein called "Affected Loans" and such
Type being herein called the "Affected Type"), such Lender's Affected Loans
shall be automatically Converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for Affected Loans (or, in the case of a
Conversion required by Section 4.3 hereof, on such earlier date as such Lender
may specify to the Borrower with a copy to the Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
Section 4.1 or 4.3 hereof that gave rise to such Conversion no longer exist:

                  (a) to the extent that such Lender's Affected Loans have been
         so Converted, all payments and prepayments of principal that would
         otherwise be applied to such Lender's Affected Loans shall be applied
         instead to its Base Rate Loans; and

                  (b) all Loans that would otherwise be made or Continued by
         such Lender as Loans of the Affected Type shall be made or Continued
         instead as Base Rate Loans, and all Loans of such Lender that would
         otherwise be Converted into Loans of the Affected Type shall be
         Converted instead into (or shall remain as) Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Agent) that the
circumstances specified in Section 4.1 or 4.3 hereof that gave rise to the
Conversion of such Lender's Affected Loans pursuant to this Section 4.4 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Loans of the Affected Type, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding Loans of the
Affected Type and by such Lender are held pro rata (as to principal amounts,
Types, and Interest Periods) in accordance with their respective Term Loan and
Revolving Credit Commitment

         IV.5. Compensation. Upon the request of any Lender, the Borrower shall
pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost, or
expense (including loss of anticipated profits) incurred by it as a result of:

                  (a) any payment, prepayment, or Conversion of a Eurodollar
         Rate Loan for any reason (including, without limitation, the
         acceleration of the Loans pursuant to Section 9.1) on a date other than
         the last day of the Interest Period for such Loan; or


                                       39
<PAGE>

                  (b) any failure by the Borrower for any reason (including,
         without limitation, the failure of any condition precedent specified in
         Article V to be satisfied) to borrow, Convert, Continue, or prepay a
         Eurodollar Rate Loan on the date for such borrowing, Conversion,
         Continuation, or prepayment specified in the relevant notice of
         borrowing, prepayment, Continuation, or Conversion under this
         Agreement.

         IV.6. Taxes. (a) Any and all payments by the Borrower to or for the
account of any Lender or the Agent hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case of each Lender and
the Agent, taxes imposed on its income, and franchise taxes imposed on it, by
the jurisdiction under the laws of which such Lender (or its Applicable Lending
Office) or the Agent (as the case may be) is organized or any political
subdivision thereof (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred to
as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable under this Agreement or any other Loan Document
to any Lender or the Agent, (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 4.6) such Lender or the Agent
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law, and (iv) the Borrower
shall furnish to the Agent, at its address referred to in Section 11.2, the
original or a certified copy of a receipt evidencing payment thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under this Agreement
or any other Loan Document or from the execution or delivery of, or otherwise
with respect to, this Agreement or any other Loan Document (hereinafter referred
to as "Other Taxes").

         (c) The Borrower agrees to indemnify each Lender and the Agent for the
full amount of Taxes and Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section 4.6) paid by such Lender or the Agent (as the case may be) and any
liability (including penalties, interest, and expenses) arising therefrom or
with respect thereto.

         (d) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by the Borrower
or the Agent (but only so long as such Lender remains lawfully able to do so),
shall provide the Borrower and the Agent with (i) Internal Revenue Service Form
1001 or 4224, as appropriate, or any successor form prescribed by the Internal
Revenue Service, certifying that such Lender is entitled to benefits under an

                                       40

<PAGE>

income tax treaty to which the United States is a party which reduces the rate
of withholding tax on payments of interest or certifying that the income
receivable pursuant to this Agreement is effectively connected with the conduct
of a trade or business in the United States, (ii) Internal Revenue Service Form
W-8 or W-9, as appropriate, or any successor form prescribed by the Internal
Revenue Service, and (iii) any other form or certificate required by any taxing
authority (including any certificate required by Sections 871(h) and 881(c) of
the Internal Revenue Code), certifying that such Lender is entitled to an
exemption from or a reduced rate of tax on payments pursuant to this Agreement
or any of the other Loan Documents.

         (e) For any period with respect to which a Lender has failed to provide
the Borrower and the Agent with the appropriate form pursuant to Section 4.6(d)
(unless such failure is due to a change in treaty, law, or regulation occurring
subsequent to the date on which a form originally was required to be provided),
such Lender shall not be entitled to indemnification under Section 4.6(a) or
4.6(b) with respect to Taxes imposed by the United States; provided, however,
that should a Lender, which is otherwise exempt from or subject to a reduced
rate of withholding tax, become subject to Taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such steps as such
Lender shall reasonably request to assist such Lender to recover such Taxes.

         (f) If the Borrower is required to pay additional amounts to or for the
account of any Lender pursuant to this Section 4.6, then such Lender will agree
to use reasonable efforts to change the jurisdiction of its Applicable Lending
Office so as to eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the judgment of such Lender, is not
otherwise disadvantageous to such Lender.

         (g) Within thirty (30) days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent the original or a certified copy of a
receipt evidencing such payment.

         (h) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 4.6 shall survive the termination of the Revolving Credit
Commitment and Term Loan Commitment and the payment in full of the Notes.



                                       41
<PAGE>


                                    ARTICLE V

                           Conditions to Making Loans
                           --------------------------

         V.1. Conditions of Term Loan and Initial Advance. The obligation of the
Lenders to make the Term Loan and the initial Advance under the Revolving Credit
Facility is subject to the conditions precedent that:

                  (a) the Agent shall have received on or before the Closing
         Date, in form and substance satisfactory to the Agent and Lenders, the
         following:

                           (i) executed originals of each of this Agreement, the
                  Notes, the initial Facility Guaranties, the Security
                  Instruments, the other Loan Documents, together with all
                  schedules and exhibits thereto;

                          (ii) the favorable written opinion or opinions with
                  respect to the Loan Documents and the transactions
                  contemplated thereby of counsel to the Credit Parties dated
                  the Closing Date, addressed to the Agent and the Lenders and
                  satisfactory to Smith Helms Mulliss & Moore, L.L.P., special
                  counsel to the Agent, substantially in the form of Exhibit G;

                         (iii) resolutions of the boards of directors or other
                  appropriate governing body (or of the appropriate committee
                  thereof) of each Credit Party certified by its secretary or
                  assistant secretary as of the Closing Date, approving and
                  adopting the Loan Documents to be executed by such Person, and
                  authorizing the execution and delivery thereof;

                          (iv) specimen signatures of officers of each of the
                  Credit Parties executing the Loan Documents on behalf of such
                  Credit Party, certified by the secretary or assistant
                  secretary of such Credit Party;

                           (v) the Organizational Documents of each of the
                  Credit Parties certified as of a recent date by the Secretary
                  of State of its state of organization;

                          (vi) Operating Documents of each of the Credit Parties
                  certified as of the Closing Date as true and correct by its
                  secretary or assistant secretary;

                         (vii) certificates issued as of a recent date by the
                  Secretaries of State of the respective jurisdictions of
                  formation of each of the Credit Parties as to the due
                  existence and good standing of such Person;

                        (viii) appropriate certificates of qualification to do
                  business, good standing and, where appropriate, authority to
                  conduct business under assumed name, issued in respect of each
                  of the Credit Parties as of a recent date by the 


                                       42

<PAGE>

                  Secretary of State or comparable official of each jurisdiction
                  in which the failure to be qualified to do business or 
                  authorized so to conduct business could have a Material 
                  Adverse Effect;

                          (ix) notice of appointment of the initial Authorized 
                  Representative(s);

                           (x) evidence of all insurance required by the Loan 
                  Documents;

                          (xi) an initial Borrowing Notice, if any, and, if
                  elected by the Borrower, Interest Rate Selection Notice;

                         (xii) evidence of the filing of Uniform Commercial Code
                  financing statements reflecting the filing in all places
                  required by applicable law to perfect the Liens of the Agent
                  under the Security Instruments as a first priority Lien as to
                  items of Collateral in which a security interest may be
                  perfected by the filing of financing statements, and such
                  other documents and/or evidence of other actions as may be
                  necessary under applicable law to perfect the Liens of the
                  Agent under the Security Instruments as a first priority Lien
                  in and to such other Collateral as the Agent may require,
                  including without limitation: (i) the delivery by the Borrower
                  of all stock certificates evidencing Pledged Stock accompanied
                  in each case by duly executed stock powers (or other
                  appropriate transfer documents) in blank affixed thereto; and

                           (xiii) commitments for policies insuring title to the
                  properties described in the Mortgages, acceptable in form and
                  substance to the Agent;

                           (xiv) copies of title exceptions with respect to the
                  properties described in the Mortgages, acceptable in form and
                  substance to the Agent;

                           (xv) to the extent they currently exist, surveys for
                  the owned real property of the Borrower and its Subsidiaries;

                           (xvi) flood certificates and evidence of flood
                  insurance for any properties described in the Mortgages in a
                  federally designated flood zone;

                           (xvii) owner's affidavit for each of the properties
                  described in the Mortgages;

                           (xviii) an environmental audit with respect to the
                  owned property of the Borrower and its Subsidiaries and other
                  environmental information as reasonably requested by the Agent
                  and with results satisfactory to the Agent;

                         (xix) evidence that all fees payable by the Borrower on
                  the Closing Date to the Agent, NMS and the Lenders have been
                  paid in full;

                                       43
<PAGE>


                          (xx) Uniform Commercial Code search results showing
                  only those Liens as are acceptable to the Lenders;

                         (xxi) copies certified by the Borrower of employment
                  contracts with the Key Employees, each such to contain terms
                  satisfactory to the Agent;

                        (xxii) collateral assignment of original life insurance
                  policies on the lives of Prever and Heavirland with coverages
                  in amounts of not less than $4,000,000 and $2,000,000,
                  respectively, such policies to name the Borrower as
                  beneficiary;

                       (xxiii) such other documents, instruments, certificates
                  and opinions as the Agent or any Lender may reasonably request
                  on or prior to the Closing Date in connection with the
                  consummation of the transactions contemplated hereby;

                        (xxiv) copies certified by the Borrower of the
                  Subordinated Notes, together with all documents executed by
                  the Borrower in connection therewith; and

                        (xxv) a copy certified by the Borrower of the FJC
                  Acquisition Agreement and evidence satisfactory to the Agent
                  of the consummation of the FJC Acquisition.

                  (b) In the good faith judgment of the Agent and the Lenders:

                           (i) there shall not have occurred or become known to
                  the Agent or the Lenders any event, condition, situation or
                  status since the date of the information contained in the
                  financial and business projections, budgets, pro forma data
                  and forecasts concerning the Borrower and its Subsidiaries
                  delivered to the Agent prior to the Closing Date that has had
                  or could reasonably be expected to result in a Material
                  Adverse Effect;

                          (ii) other than as set forth in Schedule 6.10, no
                  litigation, action, suit, investigation or other arbitral,
                  administrative or judicial proceeding shall be pending or
                  threatened which could reasonably be likely to result in a
                  Material Adverse Effect; and

                         (iii) the Credit Parties shall have received all
                  approvals, consents and waivers, and shall have made or given
                  all necessary filings and notices as shall be required to
                  consummate the transactions contemplated hereby without the
                  occurrence of any default under, conflict with or violation of
                  (A) any applicable law, rule, regulation, order or decree of
                  any Governmental Authority or arbitral authority or (B) any
                  agreement, document or instrument 


                                       44
<PAGE>


                  to which any of the Loan Parties is a party or by which any of
                  them or their properties is bound.

         V.2.     Conditions of Revolving Loans. The obligations of the Lenders 
to make any Revolving Loans hereunder on or subsequent to the Closing Date are
subject to the satisfaction of the following conditions: 

                  (a) the Agent shall have received a Borrowing Notice if 
         required by Article II;

                  (b) the representations and warranties of the Credit Parties
         set forth in Article VI and in each of the other Loan Documents shall
         be true and correct in all material respects on and as of the date of
         such Advance, with the same effect as though such representations and
         warranties had been made on and as of such date, except to the extent
         that such representations and warranties expressly relate to an earlier
         date and except that the financial statements referred to in Section
         6.6(a)(i) shall be deemed to be those financial statements most
         recently delivered to the Agent and the Lenders pursuant to Section 7.1
         from the date financial statements are delivered to the Agent and the
         Lenders in accordance with such Section;

                  (c) at the time of (and after giving effect to) each Advance,
         no Default or Event of Default specified in Article IX shall have
         occurred and be continuing; and

                  (d) immediately after giving effect to:

                      (i) a Revolving Loan, the aggregate principal balance
                  of all outstanding Revolving Loans for each Lender shall not
                  exceed such Lender's Revolving Credit Commitment;

                      (ii) a Revolving Loan and prior to satisfaction of the
                  requirements set forth in Section 7.25 hereof, Revolving
                  Credit Outstandings plus Hansens Notes Outstandings shall not
                  exceed the Total Revolving Credit Commitment; and

                      (iii) a Revolving Loan and after satisfaction of the
                  requirements set forth in Section 7.25 hereof, Revolving
                  Credit Outstandings shall not exceed the Total Revolving
                  Credit Commitment.



                                       45

<PAGE>


                                   ARTICLE VI

                         Representations and Warranties
                         ------------------------------

         The Borrower represents and warrants with respect to itself and to its
Subsidiaries (which representations and warranties shall survive the delivery of
the documents mentioned herein and the making of Loans), that:

         VI.1.    Organization and Authority.

                  (a) The Borrower and each Subsidiary is a corporation duly
         organized and validly existing under the laws of the jurisdiction of
         its formation;

                  (b) The Borrower and each Subsidiary (x) has the requisite
         power and authority to own its properties and assets and to carry on
         its business as now being conducted and as contemplated in the Loan
         Documents, and (y) is qualified to do business in every jurisdiction in
         which its ownership or lease of property or the nature of its business
         makes such qualification necessary;

                  (c) The Borrower has the power and authority to execute,
         deliver and perform this Agreement and the Notes, and to borrow
         hereunder, and to execute, deliver and perform each of the other Loan
         Documents to which it is a party;

                  (d) Each Credit Party (other than the Borrower) has the power
         and authority to execute, deliver and perform the Facility Guaranty and
         each of the other Loan Documents to which it is a party;

                  (e) When executed and delivered, each of the Loan Documents to
         which any Credit Party is a party will be the legal, valid and binding
         obligation or agreement, as the case may be, of such Credit Party,
         enforceable against such Credit Party in accordance with its terms,
         subject to the effect of any applicable bankruptcy, moratorium,
         insolvency, reorganization or other similar law affecting the
         enforceability of creditors' rights generally and to the effect of
         general principles of equity (whether considered in a proceeding at law
         or in equity); and

                  (f) Each Inactive Subsidiary is a corporation duly organized
         under the laws of the jurisdiction of its formation, and no Inactive
         Subsidiary owns any assets or conducts any business;

         VI.2.    Loan  Documents.  The execution, delivery and performance by 
each Credit Party of each of the Loan Documents to which it is a party:

                  (a) have been duly authorized by all requisite Organizational
         Action of such Credit Party required for the lawful execution, delivery
         and performance thereof;


                                       46

<PAGE>


                  (b) do not violate any provisions of (i) applicable law, rule
         or regulation, (ii) any judgment, writ, order, determination, decree or
         arbitral award of any Governmental Authority or arbitral authority
         binding on such Credit Party or its properties, or (iii) the
         Organizational Documents or Operating Documents of such Credit Party;

                  (c) does not and will not be in conflict with, result in a
         breach of or constitute an event of default, or an event which, with
         notice or lapse of time or both, would constitute an event of default,
         under any contract, indenture, agreement or other instrument or
         document to which such Credit Party is a party, or by which the
         properties or assets of such Credit Party are bound; and

                  (d) does not and will not result in the creation or imposition
         of any Lien upon any of the properties or assets of such Credit Party
         or any Subsidiary except any Liens in favor of the Agent and the
         Lenders created by the Security Instruments;

         VI.3.    Solvency. Each Credit Party is Solvent after giving effect to 
the transactions  contemplated by the Loan Documents;

         VI.4. Subsidiaries and Stockholders. The Borrower has no Subsidiaries
other than those Persons listed as Subsidiaries in Schedule 6.4 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
Section 7.20; Schedule 6.4 states as of the date hereof the organizational form
of each entity, the authorized and issued capitalization of each Subsidiary
listed thereon, the number of shares or other equity interests of each class of
capital stock or interest issued and outstanding of each such Subsidiary and the
number and/or percentage of outstanding shares or other equity interest
(including options, warrants and other rights to acquire any interest) of each
such class of capital stock or other equity interest owned by Borrower or by any
such Subsidiary; the outstanding shares or other equity interests of each such
Subsidiary have been duly authorized and validly issued and are fully paid and
nonassessable; and Borrower and each such Subsidiary owns beneficially and of
record all the shares and other interests it is listed as owning in Schedule
6.4, free and clear of any Lien;

         VI.5. Ownership Interests. Borrower owns no interest in any Person
other than the Persons listed in Schedule 6.4, equity investments in Persons not
constituting Subsidiaries permitted under Section 8.7 and additional
Subsidiaries created or acquired after the Closing Date in compliance with
Section 7.20;

         VI.6.    Financial Condition.

                  (a) The Borrower has heretofore furnished to each Lender an
         audited consolidated and related consolidating balance sheet of the
         Borrower and its Subsidiaries as December 31, 1997 and the notes
         thereto and the related consolidated statements of income,
         stockholders' equity and cash flows for the Fiscal Year then ended as
         examined and certified by PricewaterhouseCoopers, L.L.P., and unaudited


                                       47

<PAGE>

         consolidated and consolidating interim financial statements of the
         Borrower and its Subsidiaries consisting of a consolidated and
         consolidating balance sheets and related consolidated and consolidating
         statements of income, stockholders' equity and cash flows, in each case
         without notes, for and as of the end of the nine (9) month period
         ending September 30, 1998. Except as set forth therein, such financial
         statements (including the notes thereto) present fairly the financial
         condition of the Borrower and its Subsidiaries as of the end of such
         Fiscal Year and nine (9) month period and results of their operations
         and the changes in its stockholders' equity for the Fiscal Year and
         interim period then ended, all in conformity with GAAP applied on a
         Consistent Basis, subject however, in the case of unaudited interim
         statements to year end audit adjustments;

                  (b) The Borrower has heretofore furnished to each Lender an
         audited balance sheet of each of FJC and its Subsidiaries, as at their
         most recent fiscal year ends and the notes thereto and the related
         statements of income, stockholders' equity and cash flows for the
         Fiscal Year then ended as examined and certified by independent public
         accountants, and unaudited consolidated interim financial statements of
         FJC and its Subsidiaries consisting of consolidated balance sheets and
         related consolidated statements of income, stockholders' equity and
         cash flows, in each case without notes, for the most recently ended
         quarterly period for which financial statements are available. Except
         as set forth therein, such financial statements (including the notes
         thereto) present fairly the financial condition of each of FJC and its
         Subsidiaries as of the end of such Fiscal Year and quarterly period and
         results of their operations and the changes in its stockholders' equity
         for the Fiscal Year and interim period then ended, all in conformity
         with GAAP applied on a Consistent Basis, subject however, in the case
         of unaudited interim statements to year end audit adjustments;

                  (c) since the later of (i) the date of the audited financial
         statements delivered pursuant to Section 6.6(a) hereof or (ii) the date
         of the audited financial statements most recently delivered pursuant to
         Section 7.1(a) hereof, there has been no material adverse change in the
         condition, financial or otherwise, of the Borrower or any of its
         Subsidiaries or in the businesses, properties, performance, prospects
         or operations of the Borrower or its Subsidiaries, nor have such
         businesses or properties been materially adversely affected as a result
         of any fire, explosion, earthquake, accident, strike, lockout,
         combination of workers, flood, embargo or act of God; and

                  (d) except as set forth in the financial statements referred
         to in Section 6.6(a) or permitted by Section 8.5, neither Borrower nor
         any Subsidiary has incurred, other than in the ordinary course of
         business, any material Indebtedness, Contingent Obligation or other
         commitment or liability which remains outstanding or unsatisfied;

         VI.7. Title to Properties. The Borrower and each of its Subsidiaries
and each other Credit Party has good and marketable title to all its real and
personal properties, subject to no transfer restrictions or Liens of any kind,
except for the transfer restrictions and Liens 

                                       48

<PAGE>

described in Schedule 6.7 and Liens permitted by Section 8.4;

         VI.8. Taxes. Except as set forth in Schedule 6.8, the Borrower and each
of its Subsidiaries has filed or caused to be filed all federal, state and local
tax returns which are required to be filed by it and, except for taxes and
assessments being contested in good faith by appropriate proceedings diligently
conducted and against which reserves reflected in the financial statements
described in Section 6.6(a) and satisfactory to the Borrower's independent
certified public accountants have been established, have paid or caused to be
paid all taxes as shown on said returns or on any assessment received by it, to
the extent that such taxes have become due;

         VI.9.    Other Agreements.  No Credit Party is

                  (a) a party to or subject to any judgment, order, decree,
         agreement, lease or instrument, or subject to other restrictions, which
         individually or in the aggregate could reasonably be expected to have a
         Material Adverse Effect; or

                  (b) in default in the performance, observance or fulfillment
         of any of the obligations, covenants or conditions contained in any
         agreement or instrument to which such Credit Party is a party, which
         default has, or if not remedied within any applicable grace period
         could reasonably be likely to have, a Material Adverse Effect;

         VI.10. Litigation. Except as set forth in Schedule 6.10, there is no
action, suit, investigation or proceeding at law or in equity or by or before
any governmental instrumentality or agency or arbitral body pending, or, to the
knowledge of the Borrower, threatened by or against the Borrower or any
Subsidiary or affecting the Borrower or any Subsidiary or any properties or
rights of the Borrower or any Subsidiary, which could reasonably be likely to
have a Material Adverse Effect;

         VI.11. Margin Stock. The proceeds of the borrowings made hereunder will
be used by the Borrower only for the purposes expressly authorized herein. None
of such proceeds will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin stock or for the purpose of reducing or
retiring any Indebtedness which was originally incurred to purchase or carry
margin stock or for any other purpose which might constitute any of the Loans
under this Agreement a "purpose credit" within the meaning of said Regulation U
or Regulation X (12 C.F.R. Part 224) of the Board. Neither the Borrower nor any
agent acting in its behalf has taken or will take any action which might cause
this Agreement or any of the documents or instruments delivered pursuant hereto
to violate any regulation of the Board or to violate the Securities Exchange Act
of 1934, as amended, or the Securities Act of 1933, as amended, or any state
securities laws, in each case as in effect on the date hereof;

         VI.12. Investment Company. No Credit Party is 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 (15 U.S.C. ss. 80a-1, et seq.). The application of the proceeds
of the Loans and repayment 


                                       49

<PAGE>

thereof by the Borrower and the performance by the Borrower and the other Credit
Parties of the transactions contemplated by the Loan Documents will not violate
any provision of said Act, or any rule, regulation or order issued by the
Securities and Exchange Commission thereunder, in each case as in effect on the
date hereof;

         VI.13. Patents, Etc. The Borrower and each other Credit Party owns or
has the right to use, under valid license agreements or otherwise, all material
patents, licenses, franchises, trademarks, trademark rights, trade names, trade
name rights, trade secrets and copyrights necessary to or used in the conduct of
its businesses as now conducted and as contemplated by the Loan Documents,
without known conflict with any patent, license, franchise, trademark, trade
secret, trade name, copyright, other proprietary right of any other Person;

         VI.14. No Untrue Statement. Neither (a) this Agreement nor any other
Loan Document or certificate or document executed and delivered by or on behalf
of the Borrower or any other Credit Party in accordance with or pursuant to any
Loan Document nor (b) any statement, representation, or warranty provided to the
Agent in connection with the negotiation or preparation of the Loan Documents
contains any misrepresentation or untrue statement of material fact or omits to
state a material fact necessary, in light of the circumstance under which it was
made, in order to make any such warranty, representation or statement contained
therein not misleading;

         VI.15. No Consents, Etc. Neither the respective businesses or
properties of the Credit Parties, nor any relationship among the Credit Parties
and any other Person, nor any circumstance in connection with the execution,
delivery and performance of the Loan Documents and the transactions contemplated
thereby, is such as to require a consent, approval or authorization of, or
filing, registration or qualification with, any Governmental Authority or any
other Person on the part of any Credit Party as a condition to the execution,
delivery and performance of, or consummation of the transactions contemplated by
the Loan Documents, which, if not obtained or effected, would be reasonably
likely to have a Material Adverse Effect, or if so, such consent, approval,
authorization, filing, registration or qualification has been duly obtained or
effected, as the case may be;

         VI.16.   Employee Benefit Plans.

                  (a) The Borrower and each ERISA Affiliate is in compliance
         with all applicable provisions of ERISA and the regulations and
         published interpretations thereunder and in compliance with all Foreign
         Benefit Laws with respect to all Employee Benefit Plans except for any
         required amendments for which the remedial amendment period as defined
         in Section 401(b) of the Code has not yet expired. Each Employee
         Benefit Plan that is intended to be qualified under Section 401(a) of
         the Code has been determined by the Internal Revenue Service to be so
         qualified, and each trust related to such plan has been determined to
         be exempt under Section 501(a) of the Code. No material liability has
         been incurred by the Borrower or any ERISA Affiliate which remains
         unsatisfied for any taxes or penalties with respect to any Employee
         Benefit Plan or any Multiemployer Plan;


                                       50

<PAGE>

                  (b) Neither the Borrower nor any ERISA Affiliate has (i)
         engaged in a nonexempt prohibited transaction described in Section 4975
         of the Code or Section 406 of ERISA affecting any of the Employee
         Benefit Plans or the trusts created thereunder which could subject any
         such Employee Benefit Plan or trust to a material tax or penalty on
         prohibited transactions imposed under Internal Revenue Code Section
         4975 or ERISA, (ii) incurred any accumulated funding deficiency with
         respect to any Employee Benefit Plan, whether or not waived, or any
         other liability to the PBGC which remains outstanding other than the
         payment of premiums and there are no premium payments which are due and
         unpaid, (iii) failed to make a required contribution or payment to a
         Multiemployer Plan, or (iv) failed to make a required installment or
         other required payment under Section 412 of the Code, Section 302 of
         ERISA or the terms of such Employee Benefit Plan;

                  (c) No Termination Event has occurred or is reasonably
         expected to occur with respect to any Pension Plan or Multiemployer
         Plan, and neither the Borrower nor any ERISA Affiliate has incurred any
         unpaid withdrawal liability with respect to any Multiemployer Plan;

                  (d) The present value of all vested accrued benefits under
         each Employee Benefit Plan which is subject to Title IV of ERISA, did
         not, as of the most recent valuation date for each such plan, exceed
         the then current value of the assets of such Employee Benefit Plan
         allocable to such benefits;

                  (e) To the best of the Borrower's knowledge, each Employee
         Benefit Plan subject to Title IV of ERISA, maintained by the Borrower
         or any ERISA Affiliate, has been administered in accordance with its
         terms in all material respects and is in compliance in all material
         respects with all applicable requirements of ERISA and other applicable
         laws, regulations and rules;

                  (f) The consummation of the Loans will not involve any
         prohibited transaction under ERISA which is not subject to a statutory
         or administrative exemption; and

                  (g) No material proceeding, claim, lawsuit and/or
         investigation exists or, to the best knowledge of the Borrower after
         due inquiry, is threatened concerning or involving any Employee Benefit
         Plan;

         VI.17.  No Default. As of the date hereof, there does not exist any  
Default or Event of Default hereunder;

         VI.18. Environmental Laws. Except as listed on Schedule 6.18, the
Borrower and each Subsidiary is in compliance with all applicable Environmental
Laws and has been issued and currently maintains all required federal, state and
local permits, licenses, certificates and approvals. Except as listed on
Schedule 6.18, neither the Borrower nor any Subsidiary has 


                                       51

<PAGE>

been notified of any pending or threatened action, suit, proceeding or
investigation, and neither the Borrower nor any Subsidiary is aware of any
facts, which (a) calls into question, or could reasonably be expected to call
into question, compliance by the Borrower or any Subsidiary with any
Environmental Laws, (b) seeks, or could reasonably be expected to form the basis
of a meritorious proceeding, to suspend, revoke or terminate any license, permit
or approval necessary for the operation of the Borrower's or any Subsidiary's
business or facilities or for the generation, handling, storage, treatment or
disposal of any Hazardous Materials, or (c) seeks to cause, or could reasonably
be expected to form the basis of a meritorious proceeding to cause, any property
of the Borrower or any Subsidiary to be subject to any restrictions on
ownership, use, occupancy or transferability under any Environmental Law;

         VI.19. Employment Matters. (a) None of the employees of the Borrower or
any Subsidiary is subject to any collective bargaining agreement and there are
no strikes, work stoppages, election or decertification petitions or
proceedings, unfair labor charges, equal opportunity proceedings, or other
material labor/employee related controversies or proceedings pending or, to the
best knowledge of the Borrower, threatened against the Borrower or any
Subsidiary or between the Borrower or any Subsidiary and any of its employees,
other than employee grievances arising in the ordinary course of business which
could not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect; and

         (b) Except to the extent a failure to maintain compliance would not
have a Material Adverse Effect, the Borrower and each Subsidiary is in
compliance in all respects with all applicable laws, rules and regulations
pertaining to labor or employment matters, including without limitation those
pertaining to wages, hours, occupational safety and taxation and there is
neither pending or threatened any litigation, administrative proceeding nor, to
the knowledge of the Borrower, any investigation, in respect of such matters
which, if decided adversely, could reasonably be likely, individually or in the
aggregate, to have a Material Adverse Effect; and

         VI.20. RICO. Neither the Borrower nor any Subsidiary is engaged in or
has engaged in any course of conduct that could subject any of their respective
properties to any Lien, seizure or other forfeiture under any criminal law,
racketeer influenced and corrupt organizations law, civil or criminal, or other
similar laws.

         VI.21. Year 2000 Compliance. The Borrower and its Subsidiaries have (i)
initiated a review and assessment of all areas within its and each of its
Subsidiaries' business and operations (including those affected by information
received from suppliers and vendors) that could reasonably be expected to be
adversely affected by the Year 2000 Problem, (ii) developed a plan and timeline
for addressing the Year 2000 Problem on a timely basis, and (iii) to date,
implemented that plan substantially in accordance with that timetable. The
Borrower reasonably believes that all computer applications (including those
affected by information received from its suppliers and vendors) that are
material to its or any of its Subsidiaries' business and operations will on a
timely basis be Year 2000 Compliant, except 

                                       52

<PAGE>

to the extent that a failure to do so could not reasonably be expected to have
Material Adverse Effect.




                                       53

<PAGE>


                                   ARTICLE VII

                              Affirmative Covenants
                              ---------------------

         Until the Facility Termination Date, unless the Required Lenders shall
otherwise consent in writing, the Borrower will, and where applicable will cause
each Subsidiary to:

         VII.1. Financial Reports, Etc. (a) As soon as practical and in any
event within 120 days after the end of each Fiscal Year of the Borrower, deliver
or cause to be delivered to the Agent and each Lender (i) consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as at the end
of such Fiscal Year, and the notes thereto, and the related consolidated and
consolidating statements of income, stockholders' equity and cash flows, and the
respective notes thereto, for such Fiscal Year, setting forth (other than for
consolidating statements) comparative financial statements for the preceding
Fiscal Year, all prepared in accordance with GAAP applied on a Consistent Basis
and containing, with respect to the consolidated financial statements, opinions
of PricewaterhouseCoopers, L.L.P., or other such independent certified public
accountants selected by the Borrower and approved by the Agent, which are
unqualified as to the scope of the audit performed and as to the "going concern"
status of the Borrower and without any exception not acceptable to the Lenders,
and (ii) a certificate of an Authorized Representative demonstrating compliance
with Sections 8.1(a) through 8.1(c), which certificate shall be in the form of
Exhibit H;

         (b) as soon as practical and in any event within 30 days after the end
of each month (except the first two months following the Closing Date and the
last month of the Fiscal Year), deliver to the Agent and each Lender unaudited
consolidated and consolidating balance sheets of the Borrower and its
Subsidiaries as at the end of such month, and the related unaudited consolidated
and consolidating statements of income, stockholders' equity and cash flows for
such month and for the period from the beginning of the then current Fiscal Year
through the end of such reporting period;

         (c) as soon as practical and in any event within 45 days after the end
of each fiscal quarter of the Borrower (except the last fiscal quarter of the
Fiscal Year), deliver to the Agent and each Lender (i) by a certificate of an
Authorized Representative to the effect that the interim financial statements
delivered pursuant to Section 7.1(b) for such fiscal quarter period present
fairly the financial position of the Borrower and its Subsidiaries as of the end
of such period and the results of their operations and the changes in their
financial position for such period, in conformity with the standards set forth
in Section 7.6(a) with respect to interim financial statements, and (ii) a
certificate of an Authorized Representative containing computations for such
quarter comparable to that required pursuant to Section 7.1(a)(ii);

         (d) together with each delivery of the financial statements required by
Section 7.1(a)(i), deliver to the Agent and each Lender a letter from the
Borrower's accountants specified in Section 7.1(a)(i) stating that in performing
the audit necessary to render an opinion on the financial statements delivered
under Section 7.1(a)(i), they obtained no knowledge of any Default or Event of
Default by the Borrower in the fulfillment of the terms 

                                       54


<PAGE>

and provisions of this Agreement insofar as they relate to financial matters
(which at the date of such statement remains uncured); or if the accountants
have obtained knowledge of such Default or Event of Default, a statement
specifying the nature and period of existence thereof;

         (e) promptly upon their becoming available to the Borrower, the
Borrower shall deliver to the Agent and each Lender a copy of (i) all regular or
special reports or effective registration statements which Borrower or any
Subsidiary shall file with the Securities and Exchange Commission (or any
successor thereto) or any securities exchange, (ii) any proxy statement
distributed by the Borrower or any Subsidiary to its shareholders, bondholders
or the financial community in general, and (iii) any management letter or other
report submitted to the Borrower or any Subsidiary by independent accountants in
connection with any annual, interim or special audit of the Borrower or any
Subsidiary; and

         (f) promptly, from time to time, deliver or cause to be delivered to
the Agent and each Lender such other information regarding Borrower's and any
Subsidiary's operations, business affairs and financial condition as the Agent
or such Lender may reasonably request;

         The Agent and the Lenders are hereby authorized to deliver a copy of
any such financial or other information delivered hereunder to the Lenders (or
any affiliate of any Lender) or to the Agent, to any Governmental Authority
having jurisdiction over the Agent or any of the Lenders pursuant to any written
request therefor or in the ordinary course of examination of loan files, or to
any other Person who shall acquire or consider the assignment of, or acquisition
of any participation interest in, any Obligation permitted by this Agreement;

         VII.2. Maintain Properties. Maintain all properties necessary to its
operations in good working order and condition (ordinary wear and tear
excepted), make all needed repairs, replacements and renewals to such
properties, and maintain free from Liens all trademarks, trade names, patents,
copyrights, trade secrets, know-how, and other intellectual property and
proprietary information (or adequate licenses thereto), in each case as are
reasonably necessary to conduct its business as currently conducted or as
contemplated hereby, all in accordance with customary and prudent business
practices;

         VII.3. Existence, Qualification, Etc. Except as otherwise expressly
permitted under Section 8.8, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and all material rights
and franchises, and maintain its license or qualification to do business as a
foreign corporation and good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such license
or qualification necessary;

         VII.4. Regulations and Taxes. Comply in all material respects with or
contest in good faith all statutes and governmental regulations and pay all
taxes, assessments, governmental charges, claims for labor, supplies, rent and
any other obligation which, if unpaid, would become a Lien against any of its
properties except liabilities being contested in good faith by appropriate
proceedings diligently conducted and against which adequate reserves acceptable
to the Borrower's independent certified public accountants have been 

                                       55
<PAGE>

established unless and until any Lien resulting therefrom attaches to any of its
property and becomes enforceable against its creditors; 

         VII.5. Insurance. (a) Keep all of its insurable properties adequately
insured at all times with responsible insurance carriers against loss or damage
by fire and other hazards to the extent and in the manner as are customarily
insured against by similar businesses owning such properties similarly situated
and otherwise as required by the Security Instruments, (b) maintain general
public liability insurance at all times with responsible insurance carriers
against liability on account of damage to persons and property and (c) maintain
insurance under all applicable workers' compensation laws (or in the
alternative, maintain required reserves if self-insured for workers'
compensation purposes) and against loss by reason by business interruption such
policies of insurance to have such limits, deductibles, exclusions, co-insurance
and other provisions providing no less coverages than that specified in Schedule
7.5, such insurance policies to be in form reasonably satisfactory to the Agent.
Each of the policies of insurance described in this Section 7.5 shall provide
that the insurer shall give the Agent not less than thirty (30) days' prior
written notice before any such policy shall be terminated, lapse or be altered
in any manner;

         VII.6. True Books. Keep true books of record and account in which full,
true and correct entries will be made of all of its dealings and transactions,
and set up on its books such reserves as may be required by GAAP with respect to
doubtful accounts and all taxes, assessments, charges, levies and claims and
with respect to its business in general, and include such reserves in interim as
well as year-end financial statements;

         VII.7. Year 2000 Compliance. The Borrower will promptly notify the
Agent and the Lenders in the event the Borrower discovers or determines that any
computer application (including those affected by information received from its
suppliers and vendors) that is material to its or any of its Subsidiaries'
business and operations will not be Year 2000 Compliant on a timely basis,
except to the extent that such failure could not reasonably be expected to have
a Material Adverse Effect.

         VII.8. Right of Inspection. Permit any Person designated by any Lender
or the Agent to visit and inspect any of the properties, corporate books and
financial reports of the Borrower or any Subsidiary and to discuss its affairs,
finances and accounts with its principal officers and independent certified
public accountants, all at reasonable times, at reasonable intervals and with
reasonable prior notice;

         VII.9. Observe all Laws. Conform to and duly observe in all material
respects all laws, rules and regulations and all other valid requirements of any
Governmental Authority with respect to the conduct of its business;

         VII.10. Governmental Licenses. Obtain and maintain all licenses,
permits, certifications and approvals of all applicable Governmental Authorities
as are required for the conduct of its business as currently conducted and as
contemplated by the Loan Documents;

         VII.11. Covenants Extending to Other Persons. Cause each of its
Subsidiaries to do 

                                       56
<PAGE>

with respect to itself, its business and its assets, each of
the things required of the Borrower in Sections 7.2 through 7.10, and 7.18
inclusive;

         VII.12. Officer's Knowledge of Default. Upon any officer of the
Borrower obtaining knowledge of any Default or Event of Default hereunder or
under any other obligation of the Borrower or any Subsidiary to any Lender, or
any event, development or occurrence which could reasonably be expected to have
a Material Adverse Effect, cause such officer or an Authorized Representative to
promptly notify the Agent of the nature thereof, the period of existence
thereof, and what action the Borrower or such Subsidiary or other Credit Party
proposes to take with respect thereto;

         VII.13. Suits or Other Proceedings. Upon any officer of the Borrower
obtaining knowledge of any litigation or other proceedings being instituted
against the Borrower or any Subsidiary or other Credit Party, or any attachment,
levy, execution or other process being instituted against any assets of the
Borrower or any Subsidiary or other Credit Party, making a claim or claims in an
aggregate amount greater than $100,000 not otherwise covered by insurance,
promptly deliver to the Agent written notice thereof stating the nature and
status of such litigation, dispute, proceeding, levy, execution or other
process;

         VII.14. Notice of Environmental Complaint or Condition. Promptly
provide to the Agent true, accurate and complete copies of any and all notices,
complaints, orders, directives, claims or citations received by the Borrower or
any Subsidiary relating to any (a) violation or alleged violation by the
Borrower or any Subsidiary of any applicable Environmental Law; (b) release or
threatened release by the Borrower or any Subsidiary, or by any Person handling,
transporting or disposing of any Hazardous Material on behalf of the Borrower or
any Subsidiary, or at any facility or property owned or leased or operated by
the Borrower or any Subsidiary, of any Hazardous Material, except where
occurring legally pursuant to a permit or license; or (c) liability or alleged
liability of the Borrower or any Subsidiary for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials;

         VII.15. Environmental Compliance. If the Borrower or any Subsidiary
shall receive any letter, notice, complaint, order, directive, claim or citation
alleging that the Borrower or any Subsidiary has violated any Environmental Law,
has released any Hazardous Material, or is liable for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials, the
Borrower and any Subsidiary shall, within the time period permitted and to the
extent required by the applicable Environmental Law or the Governmental
Authority responsible for enforcing such Environmental Law, remove or remedy, or
cause the applicable Subsidiary to remove or remedy, such violation or release
or satisfy such liability;

         VII.16. Indemnification. Without limiting the generality of Section
11.9, each Borrower hereby agrees jointly and severally to indemnify and hold
the Agent and the Lenders, and their respective officers, directors, employees
and agents, harmless from and against any and all claims, losses, penalties,
liabilities, damages and expenses (including assessment and cleanup costs and
reasonable attorneys', consultants' or other expert fees, 


                                       57

<PAGE>

expenses and disbursements) arising directly or indirectly from, out of or by
reason of (a) the violation of any Environmental Law by the Borrower or any
Subsidiary or with respect to any property owned, operated or leased by the
Borrower or any Subsidiary or (b) the handling, storage, transportation,
treatment, emission, release, discharge or disposal of any Hazardous Materials
by or on behalf of the Borrower or any Subsidiary, or on or with respect to
property owned or leased or operated by the Borrower or any Subsidiary. The
provisions of this Section 7.16 shall survive repayment of the Obligations and
expiration or termination of this Agreement;

         VII.17. Further Assurances. At the Borrower's cost and expense, upon
request of the Agent, duly execute and deliver or cause to be duly executed and
delivered, to the Agent such further instruments, documents, certificates,
financing and continuation statements, and do and cause to be done such further
acts that may be reasonably necessary or advisable in the reasonable opinion of
the Agent to carry out more effectively the provisions and purposes of this
Agreement, the Security Instruments and the other Loan Documents;

         VII.18.  Employee Benefit Plans.

                  (a) With reasonable promptness, and in any event within thirty
         (30) days thereof, give notice to the Agent of (a) the establishment of
         any new Pension Plan (which notice shall include a copy of such plan),
         (b) the commencement of contributions to any Employee Benefit Plan to
         which the Borrower or any of its ERISA Affiliates was not previously
         contributing, (c) any material increase in the benefits of any existing
         Employee Benefit Plan, (d) each funding waiver request filed with
         respect to any Employee Benefit Plan and all communications received or
         sent by the Borrower or any ERISA Affiliate with respect to such
         request and (e) the failure of the Borrower or any ERISA Affiliate to
         make a required installment or payment under Section 302 of ERISA or
         Section 412 of the Code by the due date;

                  (b) Promptly and in any event within fifteen (15) days of
         becoming aware of the occurrence or forthcoming occurrence of any (a)
         Termination Event or (b) nonexempt "prohibited transaction," as such
         term is defined in Section 406 of ERISA or Section 4975 of the Code, in
         connection with any Pension Plan or any trust created thereunder,
         deliver to the Agent a notice specifying the nature thereof, what
         action the Borrower or any ERISA Affiliate has taken, is taking or
         proposes to take with respect thereto and, when known, any action taken
         or threatened by the Internal Revenue Service, the Department of Labor
         or the PBGC with respect thereto; and

                  (c) With reasonable promptness but in any event within fifteen
         (15) days for purposes of clauses (a), (b) and (c), deliver to the
         Agent copies of (a) any unfavorable determination letter from the
         Internal Revenue Service regarding the qualification of an Employee
         Benefit Plan under Section 401(a) of the Code, (b) all notices received
         by the Borrower or any ERISA Affiliate of the PBGC's intent to
         terminate any Pension Plan or to have a trustee appointed to administer
         any Pension Plan, (c) each Schedule B (Actuarial Information) to the
         annual report (Form 5500 

                                       58

<PAGE>

         Series) filed by the Borrower or any ERISA Affiliate with the Internal 
         Revenue Service with respect to each Pension Plan and (d) all notices 
         received by the Borrower or any ERISA Affiliate from a Multiemployer 
         Plan sponsor concerning the imposition or amount of withdrawal 
         liability pursuant to Section 4202 of ERISA. The Borrower will notify 
         the Agent in writing within five (5) Business Days of the Borrower or 
         any ERISA Affiliate obtaining knowledge or reason to know that the 
         Borrower or any ERISA Affiliate has filed or intends to file a notice 
         of intent to terminate any Pension Plan under a distress termination 
         within the meaning of Section 4041(c) of ERISA;

         VII.19. Continued Operations. Continue at all times to conduct its
business and engage principally in the same line or lines of business
substantially as heretofore conducted;

         VII.20. New Subsidiaries. Simultaneously with the acquisition or
creation of any Subsidiary, cause to be delivered to the Agent for the benefit
of the Lenders each of the following:

                  (a) a Facility Guaranty executed by such Subsidiary 
         substantially in the form of Exhibit I;

                  (b) a Security Agreement of such Subsidiary substantially in
         the form of Exhibit J, together with such Uniform Commercial Code
         financing statements on Form UCC-1 or otherwise duly executed by such
         Subsidiary as "Debtor" and naming the Agent for the benefit of the
         Lenders as "Secured Party", in form, substance and number sufficient in
         the reasonable opinion of the Agent and its special counsel to be filed
         in all Uniform Commercial Code filing offices in all jurisdictions in
         which filing is necessary or advisable to perfect in favor of the Agent
         for the benefit of the Lenders the Lien on Collateral conferred under
         such Security Instrument to the extent such Lien may be perfected by
         Uniform Commercial Code filing;

                  (c) if such Subsidiary is a corporation (A) the Pledged Stock,
         together with duly executed stock powers or powers of assignment in
         blank affixed thereto, and (B) if such Collateral shall be owned by a
         Subsidiary who has not then executed and delivered to the Agent a
         Security Instrument from the owner of such Collateral granting a Lien
         to the Agent in such Collateral, a Security Agreement or a Pledge
         Agreement (as appropriate) substantially similar in form and content to
         that executed and delivered by the Borrower as of the Closing Date,
         with appropriate revisions as to the identity of the pledgor and
         securing the obligations of such pledgor under its Facility Guaranty;

                  (d) a supplement to the appropriate schedule attached to the
         appropriate Security Instruments listing the additional Collateral,
         certified as true, correct and complete by the Authorized
         Representative (provided that the failure to deliver such supplement
         shall not impair the rights conferred under the Security Instruments in
         after acquired Collateral);


                                       59

<PAGE>

                  (e) if applicable, Landlord Waivers, Mortgages, an 
         Intellectual Property Security Agreement and Intellectual Property 
         Assignments;

                  (f) an opinion of counsel to the Subsidiary dated as of the
         date of delivery of the Facility Guaranty and other Loan Documents
         provided for in this Section 7.20 and addressed to the Agent and the
         Lenders, in form and substance reasonably acceptable to the Agent
         (which opinion may include assumptions and qualifications of similar
         effect to those contained in the opinions of counsel delivered pursuant
         to Section 5.1(a)), to the effect that:

                           (A) such Subsidiary is duly organized, validly
                  existing and in good standing in the jurisdiction of its
                  formation, has the requisite power and authority to own its
                  properties and conduct its business as then owned and then
                  conducted and proposed to be conducted, and is duly qualified
                  to transact business and is in good standing as a foreign
                  corporation or partnership in each other jurisdiction in which
                  the character of the properties owned or leased, or the
                  business carried on by it, requires such qualification and the
                  failure to be so qualified would reasonably be likely to
                  result in a Material Adverse Effect;

                           (B) the execution, delivery and performance of the
                  Facility Guaranty and other Loan Documents described in this
                  Section 7.20 to which such Subsidiary is a signatory have been
                  duly authorized by all requisite corporate or partnership
                  action (including any required shareholder or partner
                  approval), each of such agreements has been duly executed and
                  delivered and constitutes the valid and binding agreement of
                  such Subsidiary, enforceable against such Subsidiary in
                  accordance with its terms, subject to the effect of any
                  applicable bankruptcy, moratorium, insolvency, reorganization
                  or other similar law affecting the enforceability of
                  creditors' rights generally and to the effect of general
                  principles of equity (whether considered in a proceeding at
                  law or in equity); and

                           (C) the Uniform Commercial Code financing statements
                  on Form UCC-1 delivered to the Agent by the Subsidiary in
                  connection with the delivery of the Security Instruments of
                  such Subsidiary have been duly executed by the Subsidiary and
                  are in form, substance and number sufficient for filing in all
                  Uniform Commercial Code filing offices in all jurisdictions in
                  which filing is necessary to perfect in favor of the Agent for
                  the benefit of the Lenders the Lien on Collateral conferred
                  under such Security Instruments to the extent such Lien may be
                  perfected by Uniform Commercial Code filing;

                  (g) current copies of the charter documents, including
         partnership agreements and certificate of limited partnership, if
         applicable, and bylaws of such Subsidiary, minutes of duly called and
         conducted meetings (or duly effected consent actions) of the Board of
         Directors, partners, or appropriate committees thereof (and, if


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<PAGE>

         required by such charter documents, bylaws or by applicable law, of the
         shareholders) of such Subsidiary authorizing the actions and the
         execution and delivery of documents described in this Section 7.20.

         VII.21. Swap Agreements. Within one year of the Closing Date, the
Borrower shall enter into Swap Agreements in an aggregate notional amount not
less than forty percent (40%) of the sum of the Term Loan Outstandings and the
Revolving Credit Outstandings and for a term of not less than three (3) years.

         VII.22. Key Employee Contracts. The Borrower shall employ a Chief
Financial Officer acceptable to the Agent on or before the earlier to occur of
(i) the consummation of any Acquisition subsequent to the FJC Acquisition, other
than an Acquisition for which the cash portion of the Cost of Acquisition when
combined with the cash portion of the Costs of Acquisition for all other
Acquisitions (other than the FJC Acquisition) does not exceed $500,000, or (ii)
the date that is six months after the Closing Date.

         VII.23. Life Insurance. Maintain at all times life insurance, free of
any borrowing against the cash value thereof, on the lives of Prever and
Heavirland in the amounts of $4,000,000 and $2,000,000, respectively, and pay
all premiums on such policies as and when they come due; provided, however, that
the Borrower shall not be required to maintain such life insurance on any such
executive who is no longer employed by the Borrower.

         7.24. Inactive Subsidiaries. Within thirty (30) days of the Closing
Date, the Borrower shall dissolve or cause to be dissolved each of the Inactive
Subsidiaries.

         7.25. Hansens Notes. Within thirty (30) days of the Closing Date, the
Borrower shall with respect to each Hansens Note, either (i) pay such Hansens
Note in full, or (ii) obtain from the payee of such Hansens Note a subordination
agreement in a form acceptable to the Agent.



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<PAGE>


                                  ARTICLE VIII

                               Negative Covenants
                               ------------------

         Until the Obligations have been paid and satisfied in full, and this
Agreement has been terminated in accordance with the terms hereof, unless the
Required Lenders shall otherwise consent in writing, the Borrower will not, nor
will it permit any Subsidiary to:

         VIII.1.  Financial Covenants.

         (a) Consolidated Leverage Ratio. Permit at any time during the
respective periods set forth below the Consolidated Leverage Ratio to be greater
than that set forth opposite each such period:

        Period                          Consolidated Leverage Ratio
        ------                          ---------------------------
Closing Date through
March 31, 1999                                5.50 to 1.00

April 1, 1999 through
December 31, 1999                             5.00 to 1.00

January 1, 2000 through
December 31, 2000                             4.25 to 1.00

From January 1, 2001 and
thereafter                                    3.50 to 1.00


         (b) Consolidated Fixed Charge Ratio. Permit at any time during the
respective periods set forth below the Consolidated Fixed Charge Ratio to be
less than that set forth opposite each such period:

        Period                       Fixed Charge Ratio Must Exceed
        ------                       ------------------------------
Closing Date through
December 31, 1999                             1.50 to 1.00

January 1, 2000 through
December 31, 2000                             1.75 to 1.00

From January 1, 2001 and
thereafter                                    2.00 to 1.00


         (c) Consolidated Interest Coverage Ratio. Permit at any time during 
the

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<PAGE>

respective periods set forth below the Consolidated Coverage Ratio to be less
than that set forth opposite each such period:

        Period                       Consolidated Interest Coverage Ratio
        ------                       ------------------------------------
Closing Date through
December 31, 1999                               2.00 to 1.00

January 1, 2000 through
December 31, 2000                               2.50 to 1.00

From January 1, 2001 and
thereafter                                      3.00 to 1.00


         VIII.2. Acquisitions. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, unless (i) the Person to be (or whose assets
are to be) acquired does not oppose such Acquisition and the line or lines of
business of the Person to be acquired are substantially the same as one or more
line or lines of business conducted by the Borrower and its Subsidiaries, (ii)
no Default or Event of Default shall have occurred and be continuing either
immediately prior to or immediately after giving effect to such Acquisition and
the Borrower shall have furnished to the Agent (A) pro forma historical
financial statements as of the end of the most recently completed Fiscal Year of
the Borrower and most recent interim fiscal quarter, if applicable giving effect
to such Acquisition and (B) a certificate in the form of Exhibit H prepared on a
historical pro forma basis giving effect to such Acquisition, which certificate
shall demonstrate that no Default or Event of Default would exist immediately
after giving effect thereto, (iii) the Person acquired shall be a wholly-owned
Subsidiary, or be merged into the Borrower or a wholly-owned Subsidiary,
immediately upon consummation of the Acquisition (or if assets are being
acquired, the acquiror shall be the Borrower or a wholly-owned Subsidiary),
which Subsidiary shall simultaneously comply with the requirements of Section
7.20, (iv) if (A) the Cost of Acquisition shall exceed $500,000 in cash, or (B)
the Cost of Acquisition shall exceed $5,000,000 in Stock Consideration, the
Required Lenders shall consent to such Acquisition in their discretion, which
consent shall not be unreasonably withheld, and (v) after giving effect to such
Acquisition, the aggregate Costs of Acquisition incurred in any Fiscal Year (on
a noncumulative basis, with the effect that amounts not incurred in any Fiscal
Year may not be carried forward to a subsequent period) shall not exceed (A)
$2,000,000 in cash, or (B) $20,000,000 in Stock Consideration.

         VIII.3. Capital Expenditures. Make or become committed to make Capital
Expenditures which exceed in the aggregate $2,000,000 in the first Fiscal Year
of the Borrower following the Closing Date or $1,000,000 in any Fiscal Year of
the Borrower thereafter (on a noncumulative basis, with the effect that amounts
not expended in any Fiscal Year may not be carried forward to a subsequent
period).

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<PAGE>

         VIII.4. Liens. Incur, create or permit to exist any Lien, charge or
other encumbrance of any nature whatsoever with respect to any property or
assets now owned or hereafter acquired by the Borrower or any Subsidiary, other
than

                  (a) Liens created under the Security Instruments in favor of
         the Agent and the Lenders, and otherwise existing as of the date hereof
         and as set forth in Schedule 6.7;

                  (b) Liens imposed by law for taxes, assessments or charges of
         any Governmental Authority for claims not yet due or which are being
         contested in good faith by appropriate proceedings diligently
         conducted, which, except as expressly so specified on Schedule 6.7, are
         inferior in respect of the Collateral to the Liens conferred under the
         Security Instruments, and with respect to which adequate reserves or
         other appropriate provisions are being maintained in accordance with
         GAAP and which Liens are not yet enforceable against other creditors;

                  (c) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, materialmen and other Liens imposed by law or
         created in the ordinary course of business and in existence less than
         90 days from the date of creation thereof for amounts not yet due or
         which are being contested in good faith by appropriate proceedings
         diligently conducted, which, except as expressly so specified on
         Schedule 6.7, are inferior in respect of the Collateral to the Liens
         conferred under the Security Instruments, and with respect to which
         adequate reserves or other appropriate provisions are being maintained
         in accordance with GAAP and which Liens are not yet enforceable against
         other creditors;

                  (d) Liens incurred or deposits made in the ordinary course of
         business (including, without limitation, surety bonds and appeal bonds)
         in connection with workers' compensation, unemployment insurance and
         other types of social security benefits or to secure the performance of
         tenders, bids, leases, contracts (other than for the repayment of
         Indebtedness), statutory obligations and other similar obligations or
         arising as a result of progress payments under government contracts;

                  (e) easements (including reciprocal easement agreements and
         utility agreements), rights-of-way, covenants, consents, reservations,
         encroachments, variations and zoning and other restrictions, charges or
         encumbrances (whether or not recorded), including those matters shown
         in Schedule B, Section II of the title commitments delivered to the
         Agent pursuant to Section 5.1(a)(xiii), which do not interfere
         materially with the ordinary conduct of the business of the Borrower or
         any Subsidiary and which do not materially detract from the value of
         the property to which they attach or materially impair the use thereof
         to the Borrower or any Subsidiary; and

                  (f) Liens to secure Indebtedness permitted under Section 
         8.5(e);

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<PAGE>

         VIII.5. Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, howsoever evidenced, except: 

                  (a) Indebtedness owing to the Agent or any Lender in 
connection with this Agreement, any Note or other Loan Document;

                  (b) Indebtedness arising from Rate Hedging Obligations
required under Section 7.21;

                  (c) Indebtedness arising from the Subordinated Notes;

                  (d) additional unsecured Indebtedness for Money Borrowed not
         otherwise covered by clauses (a) through (c) above, provided that the
         aggregate outstanding principal amount of all such other Indebtedness
         permitted under this clause (d) shall in no event exceed $50,000 at any
         time;

                  (e) Indebtedness arising out of Capital Leases and purchase
         money Indebtedness described in Schedule 8.5(e), provided that the
         aggregate outstanding amount of such Indebtedness arising out of
         Capital Leases and purchase money Indebtedness described in Schedule
         8.5(e) shall in no event exceed $500,000 at any time; and

                  (f) Indebtedness arising from the Hansens Notes; provided,
         however, Indebtedness under any Hansens Note shall only be permitted to
         exist if a subordination agreement is delivered to the Agent within
         thirty (30) days of the Closing Date pursuant to Section 7.25 hereof;

         VIII.6. Transfer of Assets. Sell, lease, transfer or otherwise dispose
of any assets of Borrower or any Subsidiary other than (a) dispositions of
inventory in the ordinary course of business, (b) dispositions of assets for
less than $50,000 in one transaction and less than $250,000 in the aggregate
during any Fiscal Year, (c) dispositions of property that is substantially worn,
damaged, obsolete or, in the judgment of the Borrower, no longer best used or
useful in its business or that of any Subsidiary, (d) the disposition of the
trademark "Hansens" for less than $1,000,000, and (e) transfers of assets by a
Credit Party to a Credit Party;

         VIII.7. Investments. Purchase, own, invest in or otherwise acquire,
directly or indirectly, any stock or other securities, or make or permit to
exist any interest whatsoever in any other Person or permit to exist any loans
or advances to any Person, except that Borrower may maintain investments or
invest in:

                  (a) securities of any Person acquired in an Acquisition
         permitted hereunder;

                  (b) Eligible Securities;

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                  (c) investments existing as of the date hereof and as set 
         forth in Schedule 6.4;

                  (d) accounts receivable arising and trade credit granted in
         the ordinary course of business and any securities received in
         satisfaction or partial satisfaction thereof in connection with
         accounts of financially troubled Persons to the extent reasonably
         necessary in order to prevent or limit loss;

                  (e) investments in Subsidiaries;

                  (f) the Boylan Investment, provided that the aggregate cash
         investment (inclusive of loan proceeds and the exercise price of any
         warrants or stock options) shall not exceed $1,000,000 at any time;

                  (g) loans to employees of the Borrower in an aggregate
         principal amount at any time outstanding not to exceed $100,000; and

                  (h) investments by Borrower in Onyx Services, LLC in the form
         of warrants and investments resulting from the exercise of rights under
         such warrants;

         VIII.8. Merger or Consolidation. (a) Consolidate with or merge into any
other Person, or (b) permit any other Person to merge into it, or (c) liquidate,
wind-up or dissolve or sell, transfer or lease or otherwise dispose of all or a
substantial part of its assets; provided, however, (i) any Subsidiary of the
Borrower may merge or transfer all or substantially all of its assets into or
consolidate with the Borrower or any wholly-owned Subsidiary of the Borrower,
and (ii) any other Person may merge into or consolidate with the Borrower or any
wholly-owned Subsidiary and any Subsidiary may merge into or consolidate with
any other Person in order to consummate an Acquisition permitted by Section 8.2,
provided further, that any resulting or surviving entity shall execute and
deliver such agreements and other documents, including a Facility Guaranty, and
take such other action as the Agent may require to evidence or confirm its
express assumption of the obligations and liabilities of its predecessor
entities under the Loan Documents;

         VIII.9. Restricted Payments. Make any Restricted Payment or apply or
set apart any of their assets therefor or agree to do any of the foregoing;
provided, however, the Borrower may repurchase shares of stock of the Borrower
if (i) immediately prior to and immediately after giving effect thereto no
Default or Event of Default shall exist or occur and be continuing, and (ii) the
payments for such repurchases do not exceed, in the aggregate, the sum of
$1,000,000 during the term of this Agreement;

         VIII.10. Transactions with Affiliates. Other than transactions
permitted under Sections 8.7 and 8.8, enter into any transaction after the
Closing Date, including, without limitation, the purchase, sale, lease or
exchange of property, real or personal, or the rendering of any service, with
any Affiliate of the Borrower, except (a) that such Persons may render 

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services to the Borrower or its Subsidiaries for compensation at the same rates
generally paid by Persons engaged in the same or similar businesses for the same
or similar services, (b) that the Borrower or any Subsidiary may render services
to such Persons for compensation at the same rates generally charged by the
Borrower or such Subsidiary and (c) in either case in the ordinary course of
business and pursuant to the reasonable requirements of the Borrower's (or any
Subsidiary's) business consistent with past practice of the Borrower and its
Subsidiaries and upon fair and reasonable terms no less favorable to the
Borrower (or any Subsidiary) than would be obtained in a comparable arm's-length
transaction with a Person not an Affiliate;

         VIII.11. Compliance with ERISA. With respect to any Pension Plan,
Employee Benefit Plan or Multiemployer Plan:

                  (a) permit the occurrence of any Termination Event which would
         result in a liability on the part of the Borrower or any ERISA
         Affiliate to the PBGC; or

                  (b) permit the present value of all benefit liabilities under
         all Pension Plans to exceed the current value of the assets of such
         Pension Plans allocable to such benefit liabilities; or

                  (c) permit any accumulated funding deficiency (as defined in
         Section 302 of ERISA and Section 412 of the Code) with respect to any
         Pension Plan, whether or not waived; or

                  (d) fail to make any contribution or payment to any
         Multiemployer Plan which the Borrower or any ERISA Affiliate may be
         required to make under any agreement relating to such Multiemployer
         Plan, or any law pertaining thereto; or

                  (e) engage, or permit any Borrower or any ERISA Affiliate to
         engage, in any prohibited transaction under Section 406 of ERISA or
         Sections 4975 of the Code for which a civil penalty pursuant to Section
         502(I) of ERISA or a tax pursuant to Section 4975 of the Code may be
         imposed; or

                  (f) permit the establishment of any Employee Benefit Plan
         providing post-retirement welfare benefits or establish or amend any
         Employee Benefit Plan which establishment or amendment could result in
         liability to the Borrower or any ERISA Affiliate or increase the
         obligation of the Borrower or any ERISA Affiliate to a Multiemployer
         Plan; or

                  (g) fail, or permit the Borrower or any ERISA Affiliate to
         fail, to establish, maintain and operate each Employee Benefit Plan in
         compliance in all material respects with the provisions of ERISA, the
         Code, all applicable Foreign Benefit Laws and all other applicable laws
         and the regulations and interpretations thereof;

         VIII.12. Fiscal Year.  Change its Fiscal Year;


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         VIII.13. Dissolution, etc. Wind up, liquidate or dissolve (voluntarily
or involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution, except in connection with a merger or
consolidation permitted pursuant to Section 8.8;

         VIII.14. Limitations on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property, whether now owned or hereafter acquired
in a related transaction or series of related transactions, which has been or is
to be sold or transferred by the Borrower or any Subsidiary to such Person or to
any other Person to whom funds have been or are to be advanced by such Person on
the security of such property or rental obligations of the Borrower or any
Subsidiary;

         VIII.15. Change in Control. Cause, suffer or permit to exist or occur
any Change of Control;

         VIII.16. Rate Hedging Obligations. Except as required under Section
7.21, incur any Rate Hedging Obligations or enter into any agreements,
arrangements, devices or instruments relating to Rate Hedging Obligations;

         VIII.17. Negative Pledge Clauses. Enter into or cause, suffer or permit
to exist any agreement with any Person other than the Agent and the Lenders
pursuant to this Agreement or any other Loan Documents which prohibits or limits
the ability of any of the Borrower or any Subsidiary to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, provided that the Borrower and any Subsidiary
may enter into such an agreement in connection with property subject to any Lien
permitted by this Agreement and not released after the date hereof, when such
prohibition or limitation is by its terms effective only against the assets
subject to such Lien;

         VIII.18. Compensation; Reimbursement of Expenses.

                  (a) Permit total annual compensation to the Key Employees to
         exceed $1,000,000 in base salary or $1,750,000 in total cash
         compensation;

                  (b) Pay any salary, fees, and other direct and indirect
         remuneration and compensation to any of its directors and executive
         officers other than the Key Employees in an amount in excess of those
         amounts paid to directors and executive officers of comparable
         companies engaged in the same general type of business and in similar
         financial condition;

                  (c) Reimburse any stockholder, officer, director, employee or
         agent of the Borrower or any Subsidiary for any expenses incurred by
         such Person other than reasonable expenses incurred for or on behalf of
         the Borrower or any Subsidiary in 


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the ordinary course of business; 

         VIII.19. Change in Accountants. Other than to another firm of
nationally recognized standing and with the approval of the Agent, such approval
not to be unreasonably withheld, change its independent public accountants;

         VIII.20. Lease Payments. Incur or cause, suffer or permit to be
incurred in any Fiscal Year (on a noncumulative basis, with the effect that
amounts not incurred in any Fiscal Year may not be carried forward to a
subsequent period) aggregate Consolidated Lease Payments in excess of
$1,200,000.


                                   ARTICLE IX

                       Events of Default and Acceleration
                       ----------------------------------

         IX.1. Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

                  (a) if default shall be made in the due and punctual payment
         of the principal of any Loan or other Obligation, when and as the same
         shall be due and payable whether pursuant to any provision of Article
         II, at maturity, by acceleration or otherwise; or

                  (b) if default shall be made in the due and punctual payment
         of any amount of interest on any Loan or other Obligation or of any
         fees or other amounts payable to any of the Lenders or the Agent within
         five (5) Business Days of the date on which the same shall be due and
         payable; or

                  (c) if default shall be made in the performance or observance
         of any covenant set forth in Section 7.8, 7.12, 7.13, 7.20 or Article
         VIII;

                  (d) if a default shall be made in the performance or
         observance of, or shall occur under, any covenant, agreement or
         provision contained in this Agreement or the Notes (other than as
         described in clauses (a), (b) or (c) above) and such default shall
         continue for 30 or more days after the earlier of receipt of notice of
         such default by the Authorized Representative from the Agent or an
         officer of the Borrower becomes aware of such default, or if a default
         shall be made in the performance or observance of, or shall occur
         under, any covenant, agreement or provision contained in any of the
         other Loan Documents (beyond any applicable grace period, if any,
         contained therein) or in any instrument or document evidencing or
         creating any obligation, guaranty, or Lien in favor of the Agent or any
         of the Lenders or delivered to the Agent or any of the Lenders in
         connection with or pursuant to this Agreement or any of the
         Obligations, or if any Loan Document ceases to be in full force and
         effect (other than 


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<PAGE>

         by reason of any action by the Agent), or if without the written 
         consent of the Lenders, this Agreement or any other Loan Document shall
         be disaffirmed or shall terminate, be terminable or be terminated or 
         become void or unenforceable for any reason whatsoever (other than in 
         accordance with its terms in the absence of default or by reason of any
         action by the Lenders or the Agent); or

                  (e) if there shall occur (i) a default, which is not waived,
         in the payment of any principal, interest, premium or other amount with
         respect to any Indebtedness or Rate Hedging Obligation (other than the
         Loans and other Obligations) of the Borrower or any Subsidiary in an
         amount not less than $50,000 in the aggregate outstanding, or (ii) a
         default, which is not waived, in the performance, observance or
         fulfillment of any term or covenant contained in any agreement or
         instrument under or pursuant to which any such Indebtedness or Rate
         Hedging Obligation may have been issued, created, assumed, guaranteed
         or secured by the Borrower or any Subsidiary, or (iii) any other event
         of default as specified in any agreement or instrument under or
         pursuant to which any such Indebtedness or Rate Hedging Obligation may
         have been issued, created, assumed, guaranteed or secured by the
         Borrower or any Subsidiary, and such default or event of default shall
         continue for more than the period of grace, if any, therein specified,
         or such default or event of default shall permit the holder of any such
         Indebtedness (or any agent or trustee acting on behalf of one or more
         holders) to accelerate the maturity thereof; or

                  (f) if any representation, warranty or other statement of fact
         contained in any Loan Document or in any writing, certificate, report
         or statement at any time furnished to the Agent or any Lender by or on
         behalf of the Borrower or any other Credit Party pursuant to or in
         connection with any Loan Document, or otherwise, shall be false or
         misleading in any material respect when given; or

                  (g) if the Borrower or any Subsidiary shall be unable to pay
         its debts generally as they become due; file a petition to take
         advantage of any insolvency statute; make an assignment for the benefit
         of its creditors; commence a proceeding for the appointment of a
         receiver, trustee, liquidator or conservator of itself or of the whole
         or any substantial part of its property; file a petition or answer
         seeking liquidation, reorganization or arrangement or similar relief
         under the federal bankruptcy laws or any other applicable law or
         statute; or

                  (h) if a court of competent jurisdiction shall enter an order,
         judgment or decree appointing a custodian, receiver, trustee,
         liquidator or conservator of the Borrower or any Subsidiary or of the
         whole or any substantial part of its properties and such order,
         judgment or decree continues unstayed and in effect for a period of
         sixty (60) days, or approve a petition filed against the Borrower or
         any Subsidiary seeking liquidation, reorganization or arrangement or
         similar relief under the federal bankruptcy laws or any other
         applicable law or statute of the United States of America or any state,
         which petition is not dismissed within sixty (60) days; or if, under
         the provisions of any other law for the relief or aid of debtors, a
         court of competent juris-

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<PAGE>

         diction shall assume custody or control of the Borrower or any 
         Subsidiary or of the whole or any substantial part of its properties, 
         which control is not relinquished within sixty (60) days; or if there 
         is commenced against the Borrower or any Subsidiary any proceeding or 
         petition seeking reorganization, arrangement or similar relief under 
         the federal bankruptcy laws or any other applicable law or statute of 
         the United States of America or any state which proceeding or petition 
         remains undismissed for a period of sixty (60) days; or if the 
         Borrower or any Subsidiary takes any action to indicate its consent to 
         or approval of any such proceeding or petition; or

                  (i) if (i) one or more judgments or orders where the amount
         not covered by insurance (or the amount as to which the insurer denies
         liability) is in excess of $50,000 is rendered against the Borrower or
         any Subsidiary, or (ii) there is any attachment, injunction or
         execution against any of the Borrower's or Subsidiaries' properties for
         any amount in excess of $50,000 in the aggregate; and such judgment,
         attachment, injunction or execution remains unpaid, unstayed,
         undischarged, unbonded or undismissed for a period of thirty (30) days;
         or

                  (j) if the Borrower or any Subsidiary shall, other than in the
         ordinary course of business (as determined by past practices), suspend
         all or any part of its operations material to the conduct of the
         business of the Borrower and its Subsidiaries taken as a whole for a
         period of more than 60 days; or

                  (k) if the Borrower or any Subsidiary shall breach any of the
         material terms or conditions of any agreement under which any Rate
         Hedging Obligations permitted hereby is created and such breach shall
         continue beyond any grace period, if any, relating thereto pursuant to
         the terms of such agreement, or if the Borrower or any Subsidiary shall
         disaffirm or seek to disaffirm any such agreement or any of its
         obligations thereunder; or

                  (l) if there shall occur and not be waived an Event of Default
         as defined in any of the other Loan Documents;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall have not been waived,

                           (A) either or both of the following actions may be
                  taken: (i) the Agent, with the consent of the Required
                  Lenders, may, and at the direction of the Required Lenders
                  shall, declare any obligation of the Lenders and the Issuing
                  Bank to make further Revolving Loans terminated, whereupon the
                  obligation of each Lender to make further Revolving Loans
                  hereunder shall terminate immediately, and (ii) the Agent
                  shall at the direction of the Required Lenders, at their
                  option, declare by notice to the Borrower any or all of the
                  Obligations to be immediately due and payable, and the same,
                  including all interest accrued thereon and all other
                  obligations of the Borrower to the Agent and the Lenders,
                  shall forthwith become immediately due and payable without


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<PAGE>

                  presentment, demand, protest, notice or other formality of any
                  kind, all of which are hereby expressly waived, anything
                  contained herein or in any instrument evidencing the
                  Obligations to the contrary notwithstanding; provided,
                  however, that notwithstanding the above, if there shall occur
                  an Event of Default under clause (g) or (h) above, then the
                  obligation of the Lenders to make Revolving Loans hereunder
                  shall automatically terminate and any and all of the
                  Obligations shall be immediately due and payable without the
                  necessity of any action by the Agent or the Required Lenders
                  or notice to the Agent or the Lenders; and

                           (B) the Agent and each of the Lenders shall have all
                  of the rights and remedies available under the Loan Documents
                  or under any applicable law.

         IX.2. Agent to Act. In case any one or more Events of Default shall
occur and not have been waived, the Agent may, and at the direction of the
Required Lenders shall, proceed to protect and enforce their rights or remedies
either by suit in equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision contained herein or in
any other Loan Document, or to enforce the payment of the Obligations or any
other legal or equitable right or remedy.

         IX.3. Cumulative Rights. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies
contained herein or in any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

         IX.4. No Waiver. No course of dealing between the Borrower and any
Lender or the Agent or any failure or delay on the part of any Lender or the
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

         IX.5. Allocation of Proceeds. If an Event of Default has occurred and
not been waived, and the maturity of the Notes has been accelerated pursuant to
Article IX hereof, all payments received by the Agent hereunder, in respect of
any principal of or interest on the Obligations or any other amounts payable by
the Borrower hereunder, shall be applied by the Agent in the following order:

                  (a) amounts due to the Lenders pursuant to Sections 2.13 and 
         11.5;

                  (b) amounts due to the Agent pursuant to Section 10.8;

                  (c) payments of interest on Loans, to be applied for the 
         ratable benefit of 

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<PAGE>

         the Lenders;

                  (d) payments of  principal of Loans, to be applied for the 
         ratable benefit of the Lenders;

                  (e) amounts due to the Lenders pursuant to Sections 7.16 and 
         11.9;

                  (f) payments of all other amounts due under any of the Loan
         Documents, if any, to be applied for the ratable benefit of the
         Lenders;

                  (g) amounts due to any of the Lenders in respect of
         Obligations consisting of liabilities under any Swap Agreement with any
         of the Lenders on a pro rata basis according to the amounts owed; and

                  (h) any surplus remaining after application as provided for
         herein, to the Borrower or otherwise as may be required by applicable
         law.

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<PAGE>


                                    ARTICLE X


                                    The Agent
                                    ---------

         X.1. Appointment, Powers, and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Agent to act as its agent under this
Agreement and the other Loan Documents with such powers and discretion as are
specifically delegated to the Agent by the terms of this Agreement and the other
Loan Documents, together with such other powers as are reasonably incidental
thereto. The Agent (which term as used in this sentence and in Section 10.5 and
the first sentence of Section 10.6 hereof shall include its affiliates and its
own and its affiliates' officers, directors, employees, and agents):

                   (a) shall not have any duties or responsibilities except
         those expressly set forth in this Agreement and shall not be a trustee
         or fiduciary for any Lender;

                  (b) shall not be responsible to the Lenders for any recital,
         statement, representation, or warranty (whether written or oral) made
         in or in connection with any Loan Document or any certificate or other
         document referred to or provided for in, or received by any of them
         under, any Loan Document, or for the value, validity, effectiveness,
         genuineness, enforceability, or sufficiency of any Loan Document, or
         any other document referred to or provided for therein or for any
         failure by any Credit Party or any other Person to perform any of its
         obligations thereunder;

                  (c) shall not be responsible for or have any duty to
         ascertain, inquire into, or verify the performance or observance of any
         covenants or agreements by any Credit Party or the satisfaction of any
         condition or to inspect the property (including the books and records)
         of any Credit Party or any of its Subsidiaries or affiliates;

                  (d) shall not be required to initiate or conduct any
         litigation or collection proceedings under any Loan Document; and

                  (e) shall not be responsible for any action taken or omitted
         to be taken by it under or in connection with any Loan Document, except
         for its own gross negligence or willful misconduct.

The 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 with reasonable care. So long as NationsBank shall be the only
Lender, the term Agent shall mean NationsBank as sole Lender.

         X.2. Reliance by Agent. The Agent shall be entitled to rely upon any
certification, notice, instrument, writing, or other communication (including,
without limitation, any thereof by telephone or telefacsimile) believed by it to
be genuine and correct and to have been signed, sent or made by or on behalf of
the proper Person or Persons, and upon advice and statements of legal counsel
(including counsel for any Credit Party), independent 


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<PAGE>

accountants, and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the holder thereof for all purposes hereof unless
and until the Agent receives and accepts an Assignment and Acceptance executed
in accordance with Section 11.1 hereof. As to any matters not expressly provided
for by this Agreement, the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Lenders, and such instructions shall be
binding on all of the Lenders; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to any Loan Document or applicable law or unless it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking any such action.

         X.3. Defaults. The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless the Agent has
received written notice from a Lender or the Borrower specifying such Default or
Event of Default and stating that such notice is a "Notice of Default". In the
event that the Agent receives such a notice of the occurrence of a Default or
Event of Default, the Agent shall give prompt notice thereof to the Lenders. The
Agent shall (subject to Section 10.2 hereof) take such action with respect to
such Default or Event of Default as shall reasonably be directed by the Required
Lenders, provided that, unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders.

         X.4. Rights as Lender. With respect to its Revolving Credit and Term
Loan Commitment and the Loans made by it, NationsBank (and any successor acting
as Agent) in its capacity as a Lender hereunder shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not acting as the Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Agent in its individual capacity.
NationsBank (and any successor acting as Agent) and its affiliates may (without
having to account therefor to any Lender) accept deposits from, lend money to,
make investments in, provide services to, and generally engage in any kind of
lending, trust, or other business with any Credit Party or any of its
Subsidiaries or affiliates as if it were not acting as Agent, and NationsBank
(and any successor acting as Agent) and its affiliates may accept fees and other
consideration from any Credit Party or any of its Subsidiaries or affiliates for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

         X.5. Indemnification. The Lenders agree to indemnify the Agent (to the
extent not reimbursed under Section 11.9 hereof, but without limiting the
obligations of the Borrower under such Section) ratably in accordance with their
respective Revolving Credit and Term Loan Commitments, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including attorneys' fees), or disbursements of any kind and
nature whatsoever that may be imposed on, incurred by or asserted against the
Agent (including by any Lender) in any way relating to or arising out of any
Loan Document 


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<PAGE>

or the transactions contemplated thereby or any action taken or omitted by the
Agent under any Loan Document; provided that no Lender shall be liable for any
of the foregoing to the extent they arise from the gross negligence or willful
misconduct of the Person to be indemnified. Without limitation of the foregoing,
each Lender agrees to reimburse the Agent promptly upon demand for its ratable
share of any costs or expenses payable by the Borrower under Section 11.5, to
the extent that the Agent is not promptly reimbursed for such costs and expenses
by the Borrower. The agreements contained in this Section 10.5 shall survive
payment in full of the Loans and all other amounts payable under this Agreement.

         X.6. Non-Reliance on Agent and Other Lenders. Each Lender agrees that
it has, independently and without reliance on the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Credit Parties and their Subsidiaries and decision to
enter into this Agreement and that it will, independently and without reliance
upon the Agent or any other Lender, 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 the Loan Documents. Except for
notices, reports, and other documents and information expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition, or business of any
Credit Party or any of its Subsidiaries or affiliates that may come into the
possession of the Agent or any of its affiliates.

         X.7. Resignation of Agent. The Agent may resign at any time by giving
notice thereof to the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders and shall
have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Lenders, appoint a successor Agent which shall be a commercial bank
organized under the laws of the United States of America having combined capital
and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor, such successor shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article X 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 Agent.

         X.8. Fees. When and if there shall be more than one (1) Lender
hereunder, the Borrower agrees to pay to the Agent, for its individual account,
an annual Agent's fee as from time to time agreed to by the Borrower and Agent
in writing; provided, however, no such fees shall be due and payable unless the
sum of the Total Revolving Credit Commitment and Term Loan Commitment is greater
than $22,000,000.


                                       76
<PAGE>


                                   ARTICLE XI

                                  Miscellaneous
                                  -------------

         XI.1. Assignments and Participations. (a) Each Lender may assign to one
or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Loans,
its Note, and its Revolving Credit Commitment or Term Loan Commitment);
provided, however, that

                  (i) each such assignment shall be to an Eligible Assignee;

                  (ii) except in the case of an assignment to another Lender or
an assignment of all of a Lender's rights and obligations under this Agreement,
any such partial assignment shall be in an amount at least equal to $1,000,000
or an integral multiple of $100,000 in excess thereof;

                  (iii) each such assignment by a Lender shall be of a constant,
and not varying, percentage of all of its rights and obligations under this
Agreement and the Note; and

                  (iv) the parties to such assignment shall execute and deliver
to the Agent for its acceptance an Assignment and Acceptance in the form of
Exhibit B hereto, together with any Note subject to such assignment and a
processing fee of $3,500.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the Agent
and the Borrower shall make appropriate arrangements so that, if required, new
Notes are issued to the assignor and the assignee. If the assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the Agent certification as to exemption
from deduction or withholding of Taxes in accordance with Section 4.6.

         (b) The Agent shall maintain at its address referred to in Section 11.2
a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the
Revolving Credit and Term Loan Commitment of, and principal amount of the Loans
owing to, each Lender from time to time (the "Register"). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

                                       77

<PAGE>


         (c) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto, together with any Note subject to such assignment and payment
of the processing fee, the Agent shall, if such Assignment and Acceptance has
been completed and is in substantially the form of Exhibit B hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the parties thereto.

         (d) Each Lender may sell participations to one or more Persons in all
or a portion of its rights, obligations or rights and obligations under this
Agreement (including all or a portion of its Revolving Credit and Term Loan
Commitment or its Loans); provided, however, that (i) such Lender's obligations
under this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) the participant shall be entitled to the benefit of the yield
protection provisions contained in Article IV and the right of set-off contained
in Section 11.3, and (iv) the Borrower shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to its Loans and its Note and
to approve any amendment, modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable on such Loans or
Note, extending any scheduled principal payment date or date fixed for the
payment of interest on such Loans or Note, or extending its Revolving Credit and
Term Loan Commitment).

         (e) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time assign and pledge all or any portion of its Loans and
its Note to any Federal Reserve Bank as collateral security pursuant to
Regulation A and any Operating Circular issued by such Federal Reserve Bank. No
such assignment shall release the assigning Lender from its obligations
hereunder.

         (f) Any Lender may furnish any information concerning the Borrower or
any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants).

         XI.2. Notices. Any notice shall be conclusively deemed to have been
received by any party hereto and be effective (i) on the day on which delivered
(including hand delivery by commercial courier service) to such party (against
receipt therefor), (ii) on the date of receipt at such address, telefacsimile
number or telex number as may from time to time be specified by such party in
written notice to the other parties hereto or otherwise received), in the case
of notice by telegram, telefacsimile or telex, respectively (where the receipt
of such message is verified by return), or (iii) on the fifth Business Day after
the day on which mailed, if sent prepaid by certified or registered mail, return
receipt requested, in each case delivered, transmitted or mailed, as the case
may be, to the address, telex number or telefacsimile number, as appropriate,
set forth below or such other address or number as such party shall specify by
notice hereunder:

                                       78

<PAGE>


                  (a)      if to the Borrower:

                           Saratoga Beverage Group, Inc.
                           11 Geyser Road
                           Saratoga Springs, New York 12866
                           Attn: Robin Prever
                           Telephone:       (518) 584-6363
                           Telefacsimile: (___) ___-____

                           with a copy to:

                           Mr. Robert C. Brighton, Jr.
                           Ruden McClosky Smith Schuster & Russell, P.A.
                           200 East Broward Boulevard
                           Fort Lauderdale, Florida 33301
                           Telephone:       (954) 764-6660
                           Telefacsimile: (954) 764-4996

                  (b)      if to the Agent:

                           NationsBank, National Association
                           Independence Center, 15th Floor
                           NC1-001-15-04
                           Charlotte, North Carolina  28255
                           Attention: Agency Services (Ashley Hamilton)
                           Telephone:       (704) 386-4576
                           Telefacsimile:  (704) 386-8694

                           with a copy to:

                           NationsBank, National Association
                           600 Peachtree Street, N.E., 9th Floor
                           Atlanta, Georgia 30308-2213
                           Attention: Greg P. McCrery
                           Telephone:       (404) 607-5540
                           Telefacsimile:  (404) 607-6467

                  (c)      if to the Lenders:

                           At the addresses set forth on the signature pages 
                           hereof and on the signature page of each Assignment 
                           and Acceptance;

                  (d)      if to any other Credit Party, at the address set
                           forth on the signature page of the Facility Guaranty
                           or Security Instrument executed by such Credit Party,
                           as the case may be.


                                       79

<PAGE>

         XI.3. Right of Set-off; Adjustments. (a) Upon the occurrence and during
the continuance of any Event of Default, each Lender (and each of its
affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender (or any of its affiliates)
to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement and
the Note held by such Lender, irrespective of whether such Lender shall have
made any demand under this Agreement or such Note and although such obligations
may be unmatured. Each Lender agrees promptly to notify the Borrower after any
such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 11.3 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.

         (b) If any Lender (a "benefitted Lender") shall at any time receive any
payment of all or part of the Loans owing to it, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender's Loans owing to it, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loans owing to it, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such benefitted Lender to share the excess
payment or benefits of such collateral or proceeds ratably with each of the
Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent
of such recovery, but without interest. The Borrower agrees that any Lender so
purchasing a participation from a Lender pursuant to this Section 11.3 may, to
the fullest extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Person were the direct creditor of the Borrower in the amount of such
participation.

         XI.4. Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the execution and delivery to the Lenders of this Agreement and the Notes and
shall continue in full force and effect so long as any of Obligations remain
outstanding or any Lender has any Eurodollar Rate Loan hereunder or the Borrower
has continuing obligations hereunder unless otherwise provided herein. Whenever
in this Agreement any of the parties hereto is referred to, such reference shall
be deemed to include the successors and permitted assigns of such party and all
covenants, provisions and agreements by or on behalf of the Borrower which are
contained in the Loan Documents shall inure to the benefit of the successors and
permitted assigns of the Lenders or any of them.

         XI.5. Expenses. The Borrower agrees to pay on demand all costs and
expenses of 


                                       80

<PAGE>

the Agent in connection with the syndication, preparation, execution, delivery,
administration, modification, and amendment of this Agreement, the other Loan
Documents, and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and expenses of counsel for the Agent with
respect thereto and with respect to advising the Agent as to its rights and
responsibilities under the Loan Documents. The Borrower further agrees to pay on
demand all costs and expenses of the Agent and the Lenders, if any (including,
without limitation, reasonable attorneys' fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings, or otherwise)
of the Loan Documents and the other documents to be delivered hereunder.

         XI.6. Amendments and Waivers. Any provision of this Agreement or any
other Loan Document may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower and the Required Lenders
(and, if Article X or the rights or duties of the Agent are affected thereby, by
the Agent); provided that no such amendment or waiver shall, unless signed by
all the Lenders, (i) increase the Revolving Credit or Term Loan Commitment of
the Lenders, (ii) reduce the principal of or rate of interest on any Loan or any
fees or other amounts payable hereunder, (iii) postpone any date fixed for the
payment of any scheduled installment of principal of or interest on any Loan or
any fees or other amounts payable hereunder or for termination of any Revolving
Credit or Term Loan Commitment, or (iv) change the percentage of the Revolving
Credit or Term Loan Commitment or of the unpaid principal amount of the Notes,
or the number of Lenders, which shall be required for the Lenders or any of them
to take any action under this Section 11.6 or any other provision of this
Agreement or (v) release any Guarantor or all or substantially all of the
Collateral;

         No notice to or demand on the Borrower in any case shall entitle the
Borrower to any other or further notice or demand in similar or other
circumstances, except as otherwise expressly provided herein. No delay or
omission on any Lender's or the Agent's part in exercising any right, remedy or
option shall operate as a waiver of such or any other right, remedy or option or
of any Default or Event of Default.

         XI.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

         XI.8. Termination. The termination of this Agreement shall not affect
any rights of the Borrower, the Lenders or the Agent or any obligation of the
Borrower, the Lenders or the Agent, arising prior to the effective date of such
termination, and the provisions hereof shall continue to be fully operative
until all transactions entered into or rights created or obligations incurred
prior to such termination have been fully disposed of, concluded or liquidated
and the Obligations arising prior to or after such termination have been
irrevocably paid in full. The rights granted to the Agent for the benefit of the
Lenders under the Loan Documents shall continue in full force and effect,
notwithstanding the termination of this Agreement, until all of the Obligations
have been paid in full after the termination hereof 


                                       81

<PAGE>

(other than Obligations in the nature of continuing indemnities or expense
reimbursement obligations not yet due and payable, which shall continue) or the
Borrower has furnished the Lenders and the Agent with an indemnification
satisfactory to the Agent and each Lender with respect thereto. All
representations, warranties, covenants, waivers and agreements contained herein
shall survive termination hereof until payment in full of the Obligations unless
otherwise provided herein. Notwithstanding the foregoing, if after receipt of
any payment of all or any part of the Obligations, any Lender is for any reason
compelled to surrender such payment to any Person because such payment is
determined to be void or voidable as a preference, impermissible setoff, a
diversion of trust funds or for any other reason, this Agreement shall continue
in full force and the Borrower shall be liable to, and shall indemnify and hold
the Agent or such Lender harmless for, the amount of such payment surrendered
until the Agent or such Lender shall have been finally and irrevocably paid in
full. The provisions of the foregoing sentence shall be and remain effective
notwithstanding any contrary action which may have been taken by the Agent or
the Lenders in reliance upon such payment, and any such contrary action so taken
shall be without prejudice to the Agent or the Lenders' rights under this
Agreement and shall be deemed to have been conditioned upon such payment having
become final and irrevocable.

         XI.9. Indemnification; Limitation of Liability. (a) The Borrower agrees
to indemnify and hold harmless the Agent and each Lender and each of their
affiliates and their respective officers, directors, employees, agents, and
advisors (each, an "Indemnified Party") from and against any and all claims,
damages, losses, liabilities, costs, and expenses (including, without
limitation, reasonable attorneys' fees) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection
with any investigation, litigation, or proceeding or preparation of defense in
connection therewith) the Loan Documents, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Loans, except to the
extent such claim, damage, loss, liability, cost, or expense is found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 11.9 applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by the
Borrower, its directors, shareholders or creditors or an Indemnified Party or
any other Person or any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The
Borrower agrees that no Indemnified Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to it, any of its
Subsidiaries, any Guarantor, or any security holders or creditors thereof
arising out of, related to or in connection with the transactions contemplated
herein, except to the extent that such liability is found in a final
non-appealable judgment by a court of competent jurisdiction to have directly
resulted from such Indemnified Party's gross negligence or willful misconduct.
The Borrower agrees not to assert any claim against the Agent, any Lender, any
of their affiliates, or any of their respective directors, officers, employees,
attorneys, agents, and advisers, on any theory of liability, for special,
indirect, consequential, or punitive damages arising out of or otherwise
relating to the Loan Documents, any of the transactions contemplated herein or
the actual or proposed use of the 

                                       82

<PAGE>

proceeds of the Loans.

         (b) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 11.9 shall survive the payment in full of the Loans and all other
amounts payable under this Agreement.

         XI.10. Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more of
the parties hereto, then such provision shall remain in effect with respect to
all parties, if any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain effective and binding
on the parties hereto.

         XI.11. Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all previous proposals, negotiations,
representations, Eurodollar Rate Loans and other communications between or among
the parties, both oral and written, with respect thereto.

         XI.12. Agreement Controls. In the event that any term of any of the
Loan Documents other than this Agreement conflicts with any express term of this
Agreement, the terms and provisions of this Agreement shall control to the
extent of such conflict.

         XI.13. Usury Savings Clause. Notwithstanding any other provision
herein, the aggregate interest rate charged under any of the Notes, including
all charges or fees in connection therewith deemed in the nature of interest
under applicable law shall not exceed the Highest Lawful Rate (as such term is
defined below). If the rate of interest (determined without regard to the
preceding sentence) under this Agreement at any time exceeds the Highest Lawful
Rate (as defined below), the outstanding amount of the Loans made hereunder
shall bear interest at the Highest Lawful Rate until the total amount of
interest due hereunder equals the amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all
times been in effect. In addition, if when the Loans made hereunder are repaid
in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have
been due hereunder if the stated rates of interest set forth in this Agreement
had at all times been in effect, then to the extent permitted by law, the
Borrower shall pay to the Agent an amount equal to the difference between the
amount of interest paid and the amount of interest which would have been paid if
the Highest Lawful Rate had at all times been in effect. Notwithstanding the
foregoing, it is the intention of the Lenders and the Borrower to conform
strictly to any applicable usury laws. Accordingly, if any Lender contracts for,
charges, or receives any consideration which constitutes interest in excess of
the Highest Lawful Rate, then any such excess shall be canceled automatically
and, if previously paid, shall at such Lender's option be applied to the
outstanding amount of the Loans made hereunder or be refunded to the Borrower.
As used in this paragraph, the term "Highest Lawful Rate" means the maximum
lawful interest rate, if any, that at any time or from time to 

                                       83

<PAGE>

time may be contracted for, charged, or received under the laws applicable to
such Lender which are presently in effect or, to the extent allowed by law,
under such applicable laws which may hereafter be in effect and which allow a
higher maximum nonusurious interest rate than applicable laws now allow.

         XI.14. Payments. All principal, interest, and other amounts to be paid
by the Borrower under this Agreement and the other Loan Documents shall be paid
to the Agent at the Principal Office in Dollars and in immediately available
funds, without setoff, deduction or counterclaim. Subject to the definition of
"Interest Period" herein, whenever any payment under this Agreement or any other
Loan Document shall be stated to be due on a day that is not a Business Day,
such payment may be made on the next succeeding Business Day, and such extension
of time in such case shall be included in the computation of interest and fees,
as applicable, and as the case may be.

         XI.15.   Governing Law; Waiver of Jury Trial.

                  (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
         THOSE SECURITY INSTRUMENTS WHICH EXPRESSLY PROVIDE THAT THEY SHALL BE
         GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND
         CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA
         APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
         STATE.

                  (b) THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND
         CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
         TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE
         INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN THE COUNTY OF
         BROWARD, STATE OF FLORIDA, UNITED STATES OF AMERICA AND, BY THE
         EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER EXPRESSLY WAIVES
         ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
         IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY, ANY
         SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND THE BORROWER
         HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE
         JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

                  (c) THE BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
         PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL
         PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR
         CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWER


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<PAGE>

         PROVIDED IN SECTION 11.2, OR BY ANY OTHER METHOD OF SERVICE PROVIDED
         FOR UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF FLORIDA.

                  (d) NOTHING CONTAINED IN SUBSECTIONS (a) OR (b) HEREOF SHALL
         PRECLUDE THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR
         PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT IN THE
         COURTS OF ANY JURISDICTION WHERE THE BORROWER OR ANY OF THE BORROWER'S
         PROPERTY OR ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED BY
         THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE BORROWER HEREBY
         IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY
         WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR PROCEEDING, OBJECTION TO
         THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER
         COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE UNDER
         APPLICABLE LAW.

                  (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
         RIGHTS OR REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY
         AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN
         THE FUTURE BE DELIVERED IN CONNECTION THEREWITH, THE BORROWER, THE
         AGENT AND THE LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY
         APPLICABLE LAW, THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
         BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO
         THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PERSON MAY HAVE
         TO TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.


                         [Signatures on following pages]


                                       85

<PAGE>


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


                                           SARATOGA BEVERAGE GROUP, INC.

WITNESS:

                                            By:
                                               --------------------------------
                                            Name: Robin Prever
                                            Title: President



                                            NATIONSBANK, NATIONAL ASSOCIATION,
                                            as Agent for the Lenders



                                            By:
                                               --------------------------------
                                            Name: Greg P. McCrery
                                            Title: Vice President


                                       86

<PAGE>


                                  NATIONSBANK, NATIONAL ASSOCIATION


                                  By:
                                     ------------------------------------------
                                  Name: Greg P. McCrery
                                  Title: Vice President


                                  Lending Office for Base Rate Loans:
                                            NationsBank, National Association
                                            Independence Center, 15th Floor
                                            NC1-001-15-04
                                            Charlotte, North Carolina  28255
                                            Attention: Agency Services (Ashley 
                                                       Hamilton)
                                            Telephone: (704) 386-4576
                                            Telefacsimile: (704) 386-8694


                                  Wire Transfer Instructions:
                                            NationsBank, National Association
                                            ABA# 053000196
                                            Account No.:
                                                        -----------------------
                                            Reference: Saratoga Beverage Group, 
                                                       Inc.
                                            Attention: Corporate Credit Services


                                  Lending Office for Eurodollar Rate Loans:
                                            NationsBank, National Association
                                            Independence Center, 15th Floor
                                            NC1-001-15-04
                                            Charlotte, North Carolina  28255
                                            Attention: Agency Services
                                            Telephone: (704) 386-2374
                                            Telefacsimile: (704) 386-9923

                                  Wire Transfer Instructions:
                                            NationsBank, National Association
                                            ABA# 053000196
                                            Account No.:
                                                        -----------------------
                                            Reference: Saratoga Beverage Group, 
                                                       Inc.
                                            Attention: Corporate Credit Services

                                       87

<PAGE>

                                    EXHIBIT A


                        Applicable Commitment Percentages

                                                                 Applicable
                          Revolving Credit     Term Loan         Commitment
Lender                       Commitment        Commitment        Percentage 
------                       ----------        ----------        ----------
NationsBank, National
Association                $14,000,000.00    $8,000,000.00           100%
                           --------------    -------------           ----

                           $14,000,000.00    $8,000,000.00           100%



                                      A-1

<PAGE>

                                    EXHIBIT B

                        Form of Assignment and Acceptance

         Reference is made to the Credit Agreement dated as of January 29, 1999
(the "Credit Agreement") among Saratoga Beverage Group, Inc., a Delaware
corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement)
and NationsBank, National Association, as agent for the Lenders (the "Agent").
Terms defined in the Credit Agreement are used herein with the same meaning.

         The "Assignor" and the "Assignee" referred to on Schedule 1 agree as
follows:

         1. The Assignor hereby sells and assigns to the Assignee, WITHOUT
RECOURSE and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents as of the date hereof equal to the
percentage interest specified on Schedule 1 of all outstanding rights and
obligations under the Credit Agreement and the other Loan Documents. After
giving effect to such sale and assignment, the Assignee's Revolving Credit and
Term Loan Commitment and the amount of the Loans owing to the Assignee will be
as set forth on Schedule 1.

         2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Credit Party or
the performance or observance by any Credit Party of any of its obligations
under the Loan Documents or any other instrument or document furnished pursuant
thereto; and (iv) attaches the Notes held by the Assignor and requests that the
Agent exchange such Note for new Notes payable to the order of the Assignee in
an amount equal to the Revolving Credit or Term Loan Commitment assumed by the
Assignee pursuant hereto and to the Assignor in an amount equal to the Revolving
Credit or Term Loan Commitment retained by the Assignor, if any, as specified on
Schedule 1.

         3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 7.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement as are delegated to 

                                      B-1

<PAGE>

the Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations that by the terms of the Credit
Agreement are required to be performed by it as a Lender; and (vi) attaches any
U.S. Internal Revenue Service or other forms required under Section 4.6.

         4. Following the execution of this Assignment and Acceptance, it will
be delivered to the Agent for acceptance and recording by the Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall
be the date of acceptance hereof by the Agent, unless otherwise specified on
Schedule 1.

         5. Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

         6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Credit Agreement and
the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with respect
thereto) to the Assignee. The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods
prior to the Effective Date directly between themselves.

         7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of Florida.

         8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telefacsimile
shall be effective as delivery of a manually executed counterpart of this
Assignment and Acceptance.

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule
1 to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.


                                      B-2

<PAGE>


                                   Schedule 1



         Percentage interest assigned:                           ________%

         Assignee's Commitment:
              Revolving Credit Commitment                        $_______
              Term Loan Commitment                               $_______

         Aggregate outstanding principal amount
           of Loans assigned:                                    $_______

         Principal amount of Notes payable to Assignee:
              Revolving Note                                     $_______
              Term Note                                          $_______

         Principal amount of Notes payable to Assignor:
              Revolving Note                                     $_______
              Term Note                                          $_______

         Effective Date (if other than date
            of acceptance by Agent):                             *_______, 19__



                                                [NAME OF ASSIGNOR], as Assignor


                                                 By:
                                                    ---------------------------
                                                    Title:
                                                    Dated:______________, 19 __



                                      B-3

<PAGE>


                                                [NAME OF ASSIGNEE], as Assignee


                                                 By:
                                                    ---------------------------
                                                    Title:

                                                    Domestic Lending Office:

                                                    Eurodollar Lending Office:


*        This date should be no earlier than five Business Days after the
         delivery of this Assignment and Acceptance to the Agent.


Accepted [and Approved] **
this ___ day of ___________, 19 _

NATIONSBANK, NATIONAL ASSOCIATION


By:
   ------------------------------
Title:


[Approved this ____ day
of ____________, 19__

SARATOGA BEVERAGE GROUP, INC.


By:                           ]**
   ---------------------------
Title:






**           Required if the Assignee is an Eligible Assignee solely by reason 
of clause (iii) of the  definition of "Eligible Assignee".


                                      B-4

<PAGE>


                                    EXHIBIT C

       Notice of Appointment (or Revocation) of Authorized Representative

         Reference is hereby made to the Credit Agreement dated as of January
29, 1999 (the "Agreement") among Saratoga Beverage Group, Inc., a Delaware
corporation (the "Borrower"), the Lenders (as defined in the Agreement), and
NationsBank, National Association, as Agent for the Lenders ("Agent").
Capitalized terms used but not defined herein shall have the respective meanings
therefor set forth in the Agreement.

         The Borrower hereby nominates, constitutes and appoints each individual
named below as an Authorized Representative under the Loan Documents, and hereby
represents and warrants that (i) set forth opposite each such individual's name
is a true and correct statement of such individual's office (to which such
individual has been duly elected or appointed), a genuine specimen signature of
such individual and an address for the giving of notice, and (ii) each such
individual has been duly authorized by the Borrower to act as Authorized
Representative under the Loan Documents:


Name and Address                    Office               Specimen Signature




                                                      -------------------------


                                                      -------------------------
                                                      -------------------------



Borrower hereby revokes (effective upon receipt hereof by the Agent) the prior
appointment of ________________ as an Authorized Representative.

         This the ___ day of January, 1999.


                                                  SARATOGA BEVERAGE GROUP, INC.


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                      C-1

<PAGE>


                                    EXHIBIT D

                            Form of Borrowing Notice


To:      NationsBank, National Association,
         as Agent
         Independence Center, 15th Floor
         NC1-001-15-04
         Charlotte, North Carolina  28255
         Attention: Agency Services
         Telefacsimile:  (704)386-9923

         Reference is hereby made to the Credit Agreement dated as of January
29, 1999 (the "Agreement") among Saratoga Beverage Group, Inc. (the "Borrower"),
the Lenders (as defined in the Agreement), and NationsBank, National
Association, as Agent for the Lenders ("Agent"). Capitalized terms used but not
defined herein shall have the respective meanings therefor set forth in the
Agreement.

         The Borrower through its Authorized Representative hereby gives notice
to the Agent that Loans of the type and amount set forth below be made on the
date indicated:

Type of Loan                 Interest         Aggregate
 (check one)                 Period(1)        Amount(2)         Date of Loan(3)
 ----------                  ---------        ---------         ---------------
Revolving Loan
Base Rate Loan                ______           _________         ____________

Eurodollar Rate Loan          ______           _________         ____________

--------------------

(1)       For any Eurodollar Rate Loan, one, two, three or six months.
(2)       Must be $100,000 or if greater an integral multiple of $100,000, 
          unless a Base Rate Refunding Loan.
(3)       At least three (3) Business Days later if a Eurodollar Rate Loan;

         The Borrower hereby requests that the proceeds of Loans described in
this Borrowing Notice be made available to the Borrower as follows: [insert
transmittal instructions] .

         The undersigned hereby certifies that:

         1. No Default or Event of Default exists either now or after giving
effect to the borrowing described herein; and

         2. All the representations and warranties set forth in Article VI of
the Agreement and 

                                      D-1

<PAGE>

in the Loan Documents (other than those expressly stated to refer to a
particular date) are true and correct as of the date hereof except that the
reference to the financial statements in Section 6.6(a) of the Agreement are to
those financial statements most recently delivered to you pursuant to Section
7.1 of the Agreement (it being understood that any financial statements
delivered pursuant to Section 7.1 have not been certified by independent public
accountants) and attached hereto are any changes to the Schedules referred to in
connection with such representations and warranties.

         3. All conditions contained in the Agreement to the making of any Loan
requested hereby have been met or satisfied in full .


                                            SARATOGA BEVERAGE GROUP, INC.


                                            BY:
                                               --------------------------------
                                                  Authorized Representative

                                            DATE:
                                                 ------------------------------

                                       D-2

<PAGE>


                                    EXHIBIT E

                     Form of Interest Rate Selection Notice

To:      NationsBank, National Association
         (Carolinas), as Agent
         Independence Center, 15th Floor
         NC1-001-15-04
         Charlotte, North Carolina  28255
         Attention:  Agency Services
         Telefacsimile:  (704) 386-9923

         Reference is hereby made to the Credit Agreement dated as of January
29, 1999 the "Agreement") among Saratoga Beverage Group, Inc. (the "Borrower"),
the Lenders (as defined in the Agreement), and NationsBank, National
Association, as Agent for the Lenders ("Agent"). Capitalized terms used but not
defined herein shall have the respective meanings therefor set forth in the
Agreement.

         The Borrower through its Authorized Representative hereby gives notice
to the Agent of the following selection of a type of Loan or Segment and
Interest Period:

Type of Loan   
 (check one)   
 -----------   
Revolving Loan                 Interest         Aggregate
-----------------              Period(1)        Amount(2)       Date of Loan(3)
Base Rate Loan                 ---------        ---------       ---------------

                                ______          _________         ____________
              
Eurodollar Rate Loan            ______          _________         ____________

Term Loan
Eurodollar Rate Loan            ______          _________         ____________
-----------------------

(1)      For any Eurodollar Rate Loan, one, two, three or six months.
(2)      Must be $100,000.00 or if greater an integral multiple of $100,000.00, 
         unless a Base Rate Refunding Loan.
(3)      At least three (3) Business Days later if a Eurodollar Rate Loan;


                                            SARATOGA BEVERAGE GROUP, INC.


                                            BY:
                                               --------------------------------
                                                  Authorized Representative

                                            DATE:
                                                 ------------------------------

                                      E-1

<PAGE>


                                   EXHIBIT F-1

                             Form of Revolving Note

                                 Promissory Note
                                (Revolving Loan)

$--------------                                       ---------, --------------

                                                                ______ __, 199_


         FOR VALUE RECEIVED, SARATOGA BEVERAGE GROUP, INC., a Delaware
corporation having its principal place of business located in Saratoga Springs,
New York (the "Borrower"), hereby promises to pay to the order of
________________________________________ (the "Lender"), in its individual
capacity, at the office of NATIONSBANK, NATIONAL ASSOCIATION, as agent for the
Lenders (the "Agent"), located at One Independence Center, 101 North Tryon
Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place
or places as the Agent may designate in writing) at the times set forth in the
Credit Agreement dated as of January 29, 1999 among the Borrower, the financial
institutions party thereto (collectively, the "Lenders") and the Agent (the
"Agreement" -- all capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Agreement), in lawful money of the United
States of America, in immediately available funds, the principal amount of
___________ DOLLARS ($__________) or, if less than such principal amount, the
aggregate unpaid principal amount of all Revolving Loans made by the Lender to
the Borrower pursuant to the Agreement on the Revolving Credit Termination Date
or such earlier date as may be required pursuant to the terms of the Agreement,
and to pay interest from the date hereof on the unpaid principal amount hereof,
in like money, at said office, on the dates and at the rates provided in Article
II of the Agreement. All or any portion of the principal amount of Loans may be
prepaid or required to be prepaid as provided in the Agreement.

         If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount and accrued
but unpaid interest shall bear interest which shall be payable on demand at the
rates per annum set forth in the proviso to Section 2.4 (a) of the Agreement.
Further, in the event of such acceleration, this Revolving Note shall become
immediately due and payable, without presentation, demand, protest or notice of
any kind, all of which are hereby waived by the Borrower.

         In the event this Revolving Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees, and
interest due hereunder thereon at the rates set forth above.

                                     F-1-1

<PAGE>

         Interest hereunder shall be computed as provided in the Agreement.

         This Revolving Note is one of the Revolving Notes in the principal
amount of $14,000,000 referred to in the Agreement and is issued pursuant to and
entitled to the benefits and security of the Agreement to which reference is
hereby made for a more complete statement of the terms and conditions upon which
the Revolving Loans evidenced hereby were or are made and are to be repaid. This
Revolving Note is subject to certain restrictions on transfer or assignment as
provided in the Agreement.

         All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issues against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Revolving Note
any collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.


                                     F-1-2
<PAGE>


         IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be
made, executed and delivered by its duly authorized representative as of the
date and year first above written, all pursuant to authority duly granted.


                                                  SARATOGA BEVERAGE GROUP, INC.
WITNESS:

                                                  By:
                                                     --------------------------
                                                  Name:
                                                       ------------------------
                                                  Title:
                                                        -----------------------

                                     F-1-3
<PAGE>


                                   EXHIBIT F-2

                                Form of Term Note

                                 Promissory Note
                                   (Term Loan)

$----------------                                            --------, --------

                                                                ______ __, 199_


         FOR VALUE RECEIVED, Saratoga Beverage Group, Inc., a Delaware
corporation having its principal place of business located in Saratoga Springs,
New York (the "Borrower"), hereby promises to pay to the order of
___________________________________ (the "Lender"), in its individual capacity,
at the office of NATIONSBANK, NATIONAL ASSOCIATION, as agent for the Lenders
(the "Agent"), located at One Independence Center, 101 North Tryon Street,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the Agent may designate in writing) at the times set forth in the Credit
Agreement dated as of January 29, 1999 among the Borrower, the financial
institutions party thereto (collectively, the "Lenders") and the Agent (the
"Agreement" -- all capitalized terms not otherwise defined herein shall have the
respective meanings set forth in the Agreement), in lawful money of the United
States of America, in immediately available funds, the principal amount of
_____________________ DOLLARS ($______________) with the final installment of
principal and accrued interest to be due and payable on the Term Loan
Termination Date or such earlier date as may be required pursuant to the terms
of the Agreement, and to pay interest from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at the
rates provided in Article II of the Agreement. All or any portion of the
principal amount of Loans may be prepaid or required to be prepaid as provided
in the Agreement.

         If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount hereof and
accrued but unpaid interest thereon shall bear interest which shall be payable
on demand at the rates per annum set forth in the proviso to Section 2.4 (a) of
the Agreement. Further, in the event of such acceleration, this Term Note shall
become immediately due and payable, without presentation, demand, protest or
notice of any kind, all of which are hereby waived by the Borrower.

         In the event this Term Note is not paid when due at any stated or
accelerated maturity, the Borrower agrees to pay, in addition to the principal
and interest due hereunder, all costs of collection, including reasonable
attorneys' fees, and interest thereon at the rates set forth above.

         Interest hereunder shall be computed as provided in the Agreement.


                                     F-2-1

<PAGE>

         This Term Note is one of the Term Notes in the aggregate principal
amount of $8,000,000.00 referred to in the Agreement and is issued pursuant to
and entitled to the benefits and security of the Agreement to which reference is
hereby made for a more complete statement of the terms and conditions upon which
the Term Loan evidenced hereby was made and is to be repaid. This Term Note is
subject to certain restrictions on transfer or assignment as provided in the
Agreement.

         All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issues against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Term Note any
collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.


                                     F-2-2
<PAGE>


         IN WITNESS WHEREOF, the Borrower has caused this Term Note to be made,
executed and delivered by its duly authorized representative as of the date and
year first above written, all pursuant to authority duly granted.


                                                  SARATOGA BEVERAGE GROUP, INC.

WITNESS:

                                                  By:
                                                     --------------------------
                                                  Name:
                                                       ------------------------
                                                  Title:
                                                        -----------------------


                                     F-2-3

<PAGE>


                                    EXHIBIT G

                      Form of Opinion of Borrower's Counsel



                                  See attached.



                                      G-1

<PAGE>


                                    EXHIBIT H

                             Compliance Certificate

NationsBank, National Association,
as Agent
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile: (704) 386-9923

NationsBank, National Association,
as Agent

----------------------------------

----------------------------------
Attention:
          ------------------------
Telefacsimile:(___) ___-____


         Reference is hereby made to the Credit Agreement dated as of January
29, 1999 (the "Agreement") among Saratoga Beverage Group, Inc., a Delaware
corporation (the "Borrower"), the Lenders (as defined in the Agreement) and
NationsBank, National Association, as Agent for the Lenders ("Agent").
Capitalized terms used but not otherwise defined herein shall have the
respective meanings therefor set forth in the Agreement. The undersigned, a duly
authorized and acting Authorized Representative, hereby certifies to you as of
__________ (the "Determination Date") as follows:


1.       Calculations:

                A.  Compliance with Section 8.1(a): Consolidated Leverage Ratio.

                    1.      Consolidated Indebtedness                 $_________

                    2.      Consolidated EBITDA                       $_________
                            (Sum of (i) through (v))

                            (i)      Consolidated Net Income          $________
                            (ii)     Consolidated Interest Expense    $________
                            (iii)    Taxes on Income                  $________
                            (iv)     Amortization                     $________
                            (v)      Depreciation                     $________

                    3.      Ratio of A.1 to A.2                     ___ to 1.00


                                      H-1

<PAGE>

                    REQUIRED: LINE A.3 MUST NOT BE GREATER THAN ____ TO 1.00
                B.  Compliance with Section 8.1(b): Consolidated Fixed Charge 
                    Ratio.

                    1.      Consolidated EBITDAR                      $________
                            (Sum of (i) and (ii))

                            (i)      Consolidated EBITDA              $________
                            (ii)     Consolidated Lease Payment       $________

                    2.      Consolidated Fixed Charges                $________
                            (Sum of (i) through (iv))

                            (i)      Consolidated Interest Expense    $________
                            (ii)     Income Taxes Accrued             $________
                            (iii)    Consolidated Lease Payments      $________
                            (iv)     Dividends and Distributions      $________

                    3.      Ratio of B.1 to B.2                      __ to 1.00

                    REQUIRED: LINE B.3 MUST NOT BE LESS THAN ____ TO 1.00.

                C.  Compliance with Section 8.1(c): Consolidated Interest 
                    Coverage Ratio.

                    1.      Consolidated EBITDA                       $_________

                    2.      Consolidated Interest Expense             $_________
                            (Sum of (i) through (iii))

                            (i)      Current Amortized Portion of
                                     Debt Discounts                   $_________
                            (ii)     Current Amortized Portion of
                                     Fees Payable in Connection with
                                     Incurrence of Indebtedness       $_________
                            (iii)    Portion of Payments made in
                                     Connection with Capital Leases
                                     allocable to Interest Expense    $_________

                    3.      Ratio of C.1 to C.2                     ___ to 1.00

                    REQUIRED: LINE C.3 MUST NOT BE LESS THAN ____ TO 1.00.

2.       No Default

                A.  Since __________ (the date of the last similar 
                    certification), (a) the 

                                      H-2

<PAGE>

                    Borrower has not defaulted in the keeping, observance, 
                    performance or fulfillment of its obligations pursuant to 
                    any of the Loan Documents; and (b) no Default or Event of 
                    Default specified in Article IX of the Agreement has 
                    occurred and is continuing.

                B.  If a Default or Event of Default has occurred since  _______
                    ________ (the date of the last similar certification), the 
                    Borrower proposes to take the following action with respect 
                    to such Default or Event of Default:________________________

                    ------------------------------------------------------------

                           (Note, if no Default or Event of Default has
                           occurred, insert "Not Applicable").

         The Determination Date is the date of the last required financial
statements submitted to the Lenders in accordance with Section 7.1 of the
Agreement.


IN WITNESS WHEREOF, I have executed this Certificate this _____ day of
__________, 19___.


                                            By:
                                               --------------------------------
                                                  Authorized Representative

                                            Name:
                                                 ------------------------------

                                            Title:
                                                  -----------------------------

                                      H-3
<PAGE>


                                    EXHIBIT I

                            Form of Facility Guaranty

                                  See attached.


                                      I-1
<PAGE>


                                    EXHIBIT J

                           Form of Security Agreement


                                  See attached.


                                      J-1
<PAGE>


                                    EXHIBIT K

                Form of Intellectual Property Security Agreement


                                  See attached.


                                       K-1

<PAGE>


                                    EXHIBIT L

                             Form of Landlord Waiver


                                  See attached.



                                      L-1
<PAGE>


                                    EXHIBIT M

              Form of Boylan Investment Documents Pledge Agreement


                                  See attached.


                                       M-1

<PAGE>


                                  Schedule 3.5

                        Information Regarding Collateral




                                       S-1

<PAGE>


                                  Schedule 6.4
                                  ------------

                  Subsidiaries and Investments in Other Persons


                                       S-2

<PAGE>


                                  Schedule 6.7
                                  ------------

                                      Liens


                                       S-3

<PAGE>


                                  Schedule 6.8

                                   Tax Matters
                                   -----------


                                      S-4

<PAGE>


                                  Schedule 6.10

                                   Litigation
                                   ----------


                                      S-5

<PAGE>


                                  Schedule 6.18

                                  Environmental
                                  -------------


                                      S-6


<PAGE>


                                  Schedule 7.5

                                    Insurance
                                    ---------


                                       S-7

<PAGE>


                                 Schedule 8.5(e)
                                 ---------------

                           Purchase Money Indebtedness



                                       S-8


<PAGE>


                                 Schedule 8.5(f)
                                 ---------------
                                  Hansens Notes
                                  -------------

                                       S-9