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                                                                    Exhibit 10.1

                   FOURTH AMENDMENT AND FORBEARANCE AGREEMENT
                   ------------------------------------------

        This FOURTH AMENDMENT AND FORBEARANCE AGREEMENT (this "Amendment"),
dated as of August 13, 2002, is by and among BGF Industries, Inc., a Delaware
corporation (the "Borrower") and those Domestic Subsidiaries of the Borrower as
may from time to time become a party hereto (collectively, the "Guarantors"),
certain financial institutions as may from time to time become parties to this
Amendment, as lenders, (each a "Lender" and collectively, the "Lenders") and
WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), as
agent for the Lenders (in such capacity, the "Agent").

                                    RECITALS
                                    --------

     A. The Borrower, the Guarantors, the Agent and the Lenders are parties to
that certain Credit Agreement dated as of September 30, 1998 (as from time to
time amended, restated, replaced, supplemented or otherwise modified and in
effect on or before the date hereof, the "Existing Credit Agreement"), pursuant
to which the Agent and Lenders have made loans, advances and other extensions of
credit to the Borrower.

     B. The Borrower has informed the Agent and the Lenders that Events of
Default have occurred and are continuing under the Existing Credit Agreement as
a result of, among other things, (i) the Borrower's failure to comply with the
covenants set forth in Sections 5.1(b), 5.9(c) and 5.9(e) of the Existing Credit
Agreement for the fiscal quarter ending June 30, 2002, (ii) the Borrower's
execution of that certain Tax Allocation Agreement dated as of October 26, 2000
to the extent it violates Section 6.7, (iii) the Borrower's practice of
purchasing raw material from Advanced Glassfiber Yarns LLC to the extent it
violates Section 6.7, (iv) the Borrower's inability to make the representations
set forth in Section 3.10 with respect to its Altavista, Virginia facility and
(v) the Borrower's inability to make the representations and warranties set
forth in the representations and warranties set forth in Sections 3.1, 3.2, 3.5
and 3.17 of the Existing Credit Agreement (collectively, the "Acknowledged
Events of Default").

     C. The Borrower has requested that the Agent and the Lenders forbear from
exercising certain of its rights and remedies arising from the Acknowledged
Events of Default. The Agent and Lenders have agreed to do so, but only upon the
terms and conditions set forth herein.

     D. This Amendment shall constitute a Credit Document and these Recitals
shall be construed as part of this Amendment.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:


                                     PART I
                                   DEFINITIONS

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     Subpart 1.1 Certain Definitions. Unless otherwise defined herein or the
context otherwise requires, capitalized terms used herein shall have the
respective meanings given to them or incorporated by reference into the Amended
Credit Agreement (as defined below). The following terms used in this Amendment,
including its preamble and recitals, have the following meanings:

          "Amended Credit Agreement" means the Existing Credit Agreement as
     amended hereby.

          "Forbearance Termination Event" has meaning given in Subpart 2.3
     hereof.

          "Fourth Amendment Effective Date" has meaning given in Subpart 4.1
     hereof.

          "Exit Fee" has the meaning give in Subpart 5.7 hereof.

          "Retained Rights" has the meaning given in Subpart 2.4 hereof.

                                     PART II
                                   FORBEARANCE

     Subpart 2.1 Reaffirmation of Existing Debt. The Borrower acknowledges and
confirms (a) that, without giving effect to the pay down on the Loans required
by Part IV hereof or the conversion of Revolving Loans to Term Loans pursuant to
the terms of this Amendment, the outstanding unpaid principal balance of the
Loans and LOC Obligations as of August 12, 2002 is $26,300,000, (b) that the
Agent has a valid and enforceable first priority perfected security interest in
the Collateral for the benefit of the Lenders, subject only to Permitted Liens,
(c) that the Borrower's obligation to repay the outstanding principal amount of
the Credit Party Obligations is unconditional and not subject to any offsets,
defenses or counterclaims and (d) that the Lenders and the Agent have performed
fully all of their respective obligations under the Amended Credit Agreement and
the other Credit Documents as of the Fourth Amendment Effective Date.

     Subpart 2.2 Forbearance. Subject to the terms and conditions set forth
herein, the Agent and the Lenders agree that they shall, until the occurrence of
a Forbearance Termination Event, forbear from exercising their rights and
remedies (excluding the Retained Rights) arising solely from the existence of
the Acknowledged Events of Default.

     Subpart 2.3 Forbearance Termination Events. Nothing set forth herein or
contemplated hereby is intended to constitute an agreement by the Agent or the
Lenders to forbear the exercise of any of their rights and remedies available to
them under the Amended Credit Agreement and the other Credit Documents (all of
which rights and remedies are hereby expressly reserved by the Agent and
Lenders) upon and after the occurrence of a Forbearance Termination Event. A
"Forbearance Termination Event" shall exist upon the occurrence of any of the
following: (i) any Event of Default under the Amended Credit Agreement or any
other Credit Documents other than the Acknowledged Events of Default; (ii) any
breach of this

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Amendment by the Borrower or any Guarantor (after giving effect to any
applicable grace period); and (iii) March 31, 2003.

     Subpart 2.4 Retained Rights. Notwithstanding Subpart 2.2 hereof, the Agent
and the Lenders specifically reserve the right to (a) apply the Default Rate of
interest as provided in Section 2.9 in the Credit Agreement as a result of any
Defaults or Events of Default, including the Acknowledged Events of Default, and
(b) sell or assign all or any part of its rights and obligations under the
Amended Credit Agreement to one or more Eligible Assignees without the consent
of the Borrower (collectively, the "Retained Rights").

                                    PART III
                     AMENDMENTS TO EXISTING CREDIT AGREEMENT

     Effective on the Fourth Amendment Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Part III. Except as so
amended, the Existing Credit Agreement shall continue in full force and effect.

     Subpart 3.1 Amended and Restated Definitions. The following definitions set
forth in Section 1.1 of the Existing Credit Agreement are hereby amended and
restated in their entirety to read as follows:

          "Applicable Percentage" shall mean, for any day, the rate per annum
     set forth below opposite the applicable Level then in effect, it being
     understood that the Applicable Percentage for (i) Loans which are Alternate
     Base Rate Loans shall be the percentage set forth under the column
     "Alternate Base Rate Margin", (ii) Loans which are LIBOR Rate Loans shall
     be the percentage set forth under the column "LIBOR Rate Margin and Letter
     of Credit Fee", (iii) the Commitment Fee shall be the percentage set forth
     under the column "Commitment Fee" and (iv) the Letter of Credit Fee shall
     be the percentage set forth under the column "LIBOR Rate Margin and Letter
     of Credit Fee":

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


                                          LIBOR Rate
                             Alternate    Margin
             Leverage        Base Rate    and Letter of    Commitment
     Level    Ratio          Margin       Credit Fee       Fee

     ------- --------------- ------------ ---------------- -----------------
     I       **** 4.5 to 1.0 2.00%        3.25%            0.50%
     ------- --------------- ------------ ---------------- -----------------
     II      **** 4.0 to 1.0 1.75%        3.00%            0.50%
             but * 4.5  to
             1.0
     ------- --------------- ------------ ---------------- -----------------
     III     **** 3.5 to 1.0 1.50%        2.75%            0.50%
             but * 4.0  to
             1.0
     ------- --------------- ------------ ---------------- -----------------
     IV      * 3.5 to 1.0    1.25%        2.50%            0.375%
     ------- --------------- ------------ ---------------- -----------------

* less than
****greater than or equal to

          The Applicable Percentage shall, in each case, be determined and
     adjusted quarterly on the date five (5) Business Days after the date on
     which the Agent has received from the Borrower the quarterly financial
     information and certifications required to be delivered to the Agent and
     the Lenders in accordance with the provisions of Sections 5.1(b) and 5.2(b)
     (each an "Interest Determination Date"). Such Applicable Percentage shall
     be effective from such Interest Determination Date until the next such
     Interest Determination Date. The initial Applicable Percentages on the
     Third Amendment Effective Date shall be based on Level I. Subsequent to the
     Third Amendment Effective Date, the Applicable Percentages shall not be
     less than the interest rates for Level I until the first Interest
     Determination Date occurring after March 31, 2003. After the Third
     Amendment Effective Date, if the Borrower shall fail to provide the
     quarterly financial information and certifications in accordance with the
     provisions of Sections 5.1(b) and 5.2(b), the Applicable Percentages for
     such Interest Determination Date shall, on the date five (5) Business Days
     after the date by which the Borrower was so required to provide such
     financial information and certifications to the Agent and the Lenders, be
     based on Level I until such time as such information and certifications are
     provided, whereupon the Level shall be determined by the then current
     Leverage Ratio.

          "Asset Disposition" shall mean the disposition of any or all of the
     assets (including, without limitation, the Capital Stock of a Subsidiary or
     any ownership interest in a joint venture) of the Borrower, any Subsidiary,
     or BGF Services whether by sale, lease, transfer or otherwise. The term
     "Asset Disposition" (i) shall include any "Asset Sale" under the
     Subordinated Debt Documentation and (ii) shall not in any event include (a)
     Specified Sales, (b) the sale, lease or transfer of assets permitted by
     Section 6.5(a)(iii) hereof, or (c) any Debt Issuance or Equity Issuance.

          "Borrowing Base Certificate" means a borrowing base certificate
     substantially in the form of Exhibit A to the Fourth Amendment.

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          "Credit Documents" shall mean this Agreement, each of the Notes, any
     Joinder Agreement, the Letters of Credit, the LOC Documents, the
     Environmental Indemnity Agreement, the Fourth Amendment, the GHC Guaranty,
     the BGF Services Guaranty and the Security Documents, each as from time to
     time amended, restated, replaced, supplemented or otherwise modified.

          "Eligible Accounts Receivable" means the Accounts that the Agent in
     the exercise of its reasonable commercial discretion determines to be
     Eligible Accounts Receivable. Without limiting the discretion of the Agent
     to establish other criteria of ineligibility, Eligible Accounts Receivable
     shall not, unless the Agent in its sole discretion elects, include any
     Account:

               (a) with respect to which more than 90 days have elapsed since
          the date of the original invoice therefor or which is more than 60
          days past due;

               (b) with respect to which Account (or any other Account due from
          such Account Debtor), in whole or in part, a check, promissory note,
          draft, trade acceptance or other instrument for the payment of money
          has been received, presented for payment and returned uncollected for
          any reason on two or more occasions, provided there is not a dispute,
          quality control issue or any other reason that would otherwise make
          such Account ineligible;

               (c) which represents a progress billing (as hereinafter defined)
          or as to which any Borrower has extended the time for payment beyond
          60 days without the consent of the Agent; for the purposes hereof,
          "progress billing" means any invoice for goods sold or leased or
          services rendered under a contract or agreement pursuant to which the
          Account Debtor's obligation to pay such invoice is conditioned upon a
          Borrower's completion of any further performance under the contract or
          agreement;

               (d) with respect to which any one or more of the following events
          has occurred, and is continuing, to the Account Debtor on such
          Account: death or judicial declaration of incompetency of an Account
          Debtor who is an individual; the filing by or against the Account
          Debtor of a request or petition for liquidation, reorganization,
          arrangement, adjustment of debts, adjudication as a bankrupt,
          winding-up, or other relief under the bankruptcy, insolvency, or
          similar laws of the United States, any state or territory thereof, or
          any foreign jurisdiction, now or hereafter in effect; the making of
          any general assignment by the Account Debtor for the benefit of
          creditors; the appointment of a receiver or trustee for the Account
          Debtor or for any of the assets of the Account Debtor, including,
          without limitation, the appointment of or taking possession by a
          "custodian," as defined in the Federal Bankruptcy Code; the
          institution by or against the Account Debtor of any other type of
          insolvency proceeding (under the bankruptcy laws of the United States
          or otherwise) or of any formal or informal proceeding for the
          dissolution or liquidation of, settlement of claims against, or
          winding up of affairs of, the

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          Account Debtor; the sale, assignment, or transfer of all or
          substantially all of the assets of the Account Debtor; the nonpayment
          generally by the Account Debtor of its debts as they become due; or
          the cessation of the business of the Account Debtor as a going
          concern;

               (e) if fifty percent (50%) or more of the aggregate Dollar amount
          of outstanding Accounts owed at such time by the Account Debtor
          thereon is classified as ineligible under clause (a) above;

               (f) owed by an Account Debtor which: (i) does not maintain an
          office in the United States of America or Canada; or (ii) is not
          organized under the laws of the United States of America or Canada or
          any state or province thereof; or (iii) is the government of any
          foreign country or sovereign state, or of any state, province,
          municipality, or other political subdivision thereof, or of any
          department, agency, public corporation, or other instrumentality
          thereof; except to the extent that such Account is secured or payable
          by a letter of credit or has credit insurance, in each case
          satisfactory to the Agent in its discretion;

               (g) owed by an Account Debtor which is an Affiliate or employee
          of any Borrower;

               (h) except as provided in clause (j) below, with respect to which
          either the perfection, enforceability, or validity of the Agent's Lien
          in such Account, or the Agent's right or ability to obtain direct
          payment to the Agent of the proceeds of such Account, is governed by
          any federal, state, or local statutory requirements other than those
          of the UCC;

               (i) owed by an Account Debtor to which any Borrower or any of its
          Subsidiaries is indebted in any way, or which is subject to any right
          of setoff or recoupment by the Account Debtor, unless the Account
          Debtor has entered into an agreement acceptable to the Agent to waive
          setoff rights; or if the Account Debtor thereon has disputed liability
          or made any claim with respect to such Account or any other Account
          due from such Account Debtor; but in each such case the aggregate
          amount of Eligible Accounts owed by such Account Debtor shall be
          reduced only to the extent of such indebtedness, setoff, recoupment,
          dispute, or claim;

               (j) owed by the government of the United States of America, or
          any department, agency, public corporation, or other instrumentality
          thereof, unless the Federal Assignment of Claims Act of 1940, as
          amended (31 U.S.C. ss. 3727 et seq.), and any other steps necessary to
          perfect the Agent's Lien therein, have been complied with to the
          Agent's satisfaction with respect to such Account;

               (k) owed by any state, municipality, or other political
          subdivision of the United States of America, or any department,
          agency, public corporation, or

                                       6

<PAGE>

                  other instrumentality thereof and as to which the Agent
                  determines that its Lien therein is not or cannot be
                  perfected;

                           (l)   which  represents a sale on a bill-and-hold,
                  guaranteed sale, sale and return, sale on approval,
                  consignment, or other repurchase or return basis;

                           (m)   which is evidenced by a promissory note or
                  other instrument or by chattel paper, unless such note,
                  instrument or chattel paper is delivered and assigned to the
                  Agent in a manner acceptable to the Agent;

                           (n)   if the Agent believes, in the exercise of its
                  reasonable judgment, that the prospect of collection of such
                  Account is impaired or that the Account may not be paid by
                  reason of the Account Debtor's financial inability to pay;

                           (o) with respect to which the Account Debtor is
                  located in any State requiring the filing of a Notice of
                  Business Activities Report or similar report in order to
                  permit any Borrower to seek judicial enforcement in such State
                  of payment of such Account, unless such Borrower has qualified
                  to do business in such State or has filed a Notice of Business
                  Activities Report or equivalent report for the then current
                  year or could file such report upon the need to seek judicial
                  enforcement in such State of payment of such Account without
                  any material penalties or loss of rights for failing to have
                  filed such report prior to such time;

                           (p)   which arises out of a sale not made in the
                  ordinary course of the Borrower's business;

                           (q)   with respect to which the goods giving rise to
                  such Account have not been shipped and delivered to and
                  accepted by the Account Debtor or the services giving rise to
                  such Account have not been performed by any Borrower, and, if
                  applicable, accepted by the Account Debtor, or the Account
                  Debtor revokes its acceptance of such goods or services;

                           (r)   which arises out of an enforceable contract or
                  order which, by its terms, forbids, restricts or makes void or
                  unenforceable the granting of a Lien by the applicable
                  Borrower to the Agent with respect to such Account; or

                           (s)   which is not subject to a first priority and
                  perfected security interest in favor of the Agent for the
                  benefit of the Lenders.

                  If any Account at any time ceases to be an Eligible Account
         Receivable, then such Account shall promptly be excluded from the
         calculation of Eligible Accounts Receivable.

                  "Eligible Inventory" means (i) the aggregate gross amount of
         the Borrower's Inventory (other than "work-in-process"), valued at the
         lower of cost (on a FIFO basis) or market, which (A) is owned solely by
         the Borrower and with respect to which the

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         Borrower has good, valid and marketable title, (B) is subject to a
         valid, enforceable and first priority Lien in favor of Agent except for
         normal and customary warehouseman, filler, packer and processor
         charges; (C) is located in the United States; (D) is not obsolete or
         slow moving and for which a markdown reserve has not been made, and
         which otherwise conforms to the warranties contained herein; and (E) is
         not subject to a documentary letter of credit, less (ii) the aggregate
         gross amount, without duplication, of (a) Inventory (valued as set
         forth in clause (i)) consisting of manufacturing supplies (other than
         raw materials) or shipping supplies, (b) Inventory (valued as set forth
         in clause (i)) in excess of the aggregate gross amount of sales over
         the immediately preceding 12 calendar months; (c) 50% of the aggregate
         amount of Inventory held longer than one year and (d) 100% of all
         Inventory held longer than two years.

                  "Guarantors" shall mean, collectively, the Domestic
         Subsidiaries identified as a "Guarantor" on the signature pages hereto,
         BGF Services, Glass Holdings and the Additional Credit Parties that
         execute a Joinder Agreement, together with their successors and
         permitted assigns, and "Guarantor" shall mean any one of the
         Guarantors.

                  "Interest Payment Date" shall mean (a) as to any Alternate
         Base Rate Loan or Swingline Loan, the last day of each calendar month
         and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan
         having an Interest Period of three months or less, the last day of such
         Interest Period, and (c) as to any LIBOR Rate Loan having an Interest
         Period longer than three months, each day which is three months after
         the first day of such Interest Period and the last day of such Interest
         Period.

                  "Maturity Date" shall mean (i) with respect to any Term Loan,
         January 31, 2003 and (ii) with respect to the Revolving Loans or any
         Swingline Loan, the Revolving Commitment Termination Date.

                  "Permitted Investments" shall mean:

                  (i)      cash and Cash Equivalents;

                  (ii)     receivables owing to the Borrower or any of its
         Subsidiaries or any receivables and advances to suppliers, in each case
         if created, acquired or made in the ordinary course of business and
         payable or dischargeable in accordance with customary trade terms;

                  (iii)    investments in and loans to any Credit Parties;

                  (iv)     loans and advances to officers, directors, employees
         and Affiliates in an aggregate amount not to exceed $1,500,000, to the
         extent made on or before June 30, 2002.

                  (v)      investments  (including debt  obligations)  received
         in connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent

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         obligations of, and other disputes with, customers and suppliers
         arising in the ordinary course of business;

                  (vi)     investments, acquisitions or transactions permitted
         under Section 6.5(b);

                   (vii)   investments  consisting of consigned  inventory in an
         aggregate amount not to exceed $5,000,000 at any time outstanding;

                  (viii)   that certain loan to Glass Holdings evidenced by a
         certain promissory note (the "Glass Holdings Note") dated the Closing
         Date in a principal amount of $135,043,844.62 executed by Glass
         Holdings in favor of the Borrower;

                  (ix)     investments in Foreign  Subsidiaries and Glass
         Holdings in an aggregate amount not to exceed $5,000,000 at any time;

                  (x)      additional loan advances and/or investments of a
         nature not contemplated by the foregoing clauses hereof to the extent
         made on or before June 30, 2002, provided that such loans, advances
         and/or investments made pursuant to this clause (x) together with
         investments permitted pursuant to clause (ix) shall not exceed an
         aggregate amount of $10,000,000 at any time; and

                  (xi)     investments in non-cash consideration to the extent
         permitted by Section 6.5(iv).

                  As used herein, "investment" means all investments, in cash or
         by delivery of property made, directly or indirectly in, to or from any
         Person, whether by acquisition of shares of Capital Stock, property,
         assets, indebtedness or other obligations or securities or by loan
         advance, capital contribution or otherwise.

                  "Permitted Liens" shall mean:

                           (i)   Liens created by or otherwise existing, under
                  or in connection with this Agreement or the other Credit
                  Documents in favor of the Agent, the Issuing Bank, the
                  Swingline Lender and the other Lenders;

                           (ii)  Liens in favor of a Lender hereunder in
                  connection with Hedging Agreements, but only (A) to the extent
                  such Liens secure obligations under Hedging Agreements with
                  any Lender, or any Affiliate of a Lender, (B) to the extent
                  such Liens are on the same collateral as to which the Agent on
                  behalf of the Lenders also has a Lien and (C) if such provider
                  and the Lenders shall share pari passu in the collateral
                  subject to such Liens;

                           (iii) purchase money Liens securing purchase money
                  indebtedness and Liens arising under Capital Leases (and
                  refinancings thereof) to the extent permitted under Section
                  6.1(c);

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                           (iv)   Liens for taxes, assessments, charges or other
                  governmental levies not yet due or as to which the period of
                  grace (not to exceed 60 days), if any, related thereto has not
                  expired or which are being contested in good faith by
                  appropriate proceedings, provided that adequate reserves with
                  respect thereto are maintained on the books of the Borrower or
                  its Subsidiaries, as the case may be, in conformity with GAAP
                  (or, in the case of Subsidiaries with significant operations
                  outside of the United States of America, generally accepted
                  accounting principles in effect from time to time in their
                  respective jurisdictions of incorporation);

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

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

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

                           (viii) statutory Liens of landlords and Liens of
                  carriers, warehousemen, mechanics, materialmen and suppliers
                  (including sellers of goods) and other Liens imposed by law or
                  pursuant to customary reservations or retentions of title
                  arising in the ordinary course of business, provided that such
                  Liens secure only amounts not yet due and payable or, if due
                  and payable, are unfiled and no other action has been taken to
                  enforce the same or are being contested in good faith by
                  appropriate proceedings for which adequate reserves determined
                  in accordance with GAAP have been established (and as to which
                  the property subject to any such Lien is not yet subject to
                  foreclosure, sale or loss on account thereof);

                           (ix)   Liens in connection with attachments or
                  judgments (including judgment or appeal bonds) provided that
                  the judgments secured shall, within 30 days after the entry
                  thereof, have been discharged or execution thereof stayed
                  pending appeal, or shall have been discharged within 30 days
                  after the expiration of any such stay;

                           (x)    (a) easements (including, without limitation,
                  reciprocal easement agreements and utility agreements),
                  rights-of-way, covenants, consents, reservations,
                  encroachments, variations and other restrictions, charges or
                  encumbrances (whether or not recorded) affecting the use of
                  property, which do not materially detract from the value of
                  such property or impair the use thereof and (b)

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                  any other Lien or exception to coverage described in mortgagee
                  policies of title insurance issued in favor of and accepted by
                  the Agent with respect to the Mortgaged Properties;

                           (xi)    leases or subleases  granted to others not
                  interfering in any material respect with the business of any
                  Credit Party;

                           (xii)   any interest of title of a lessor under, and
                  Liens arising from UCC financing statements (or equivalent
                  filings, registrations or agreements in foreign jurisdictions)
                  relating to, leases permitted by this Agreement;

                           (xiii)  Liens deemed to exist in connection  with
                  Investments in repurchase agreements permitted under Section
                  6.6;

                           (xiv)   normal and  customary  rights of setoff  upon
                  deposits of cash in favor of banks or other depository
                  institutions;

                           (xv)    Liens securing Indebtedness not to exceed
                  $100,000;

                           (xvi)   Liens existing as of the Closing Date and set
                  forth on Schedule 1.1(c); provided that (a) no such Lien shall
                  at any time be extended to or cover any property other than
                  the property subject thereto on the Closing Date and (b) the
                  principal amount of the Indebtedness secured by such Liens
                  shall not be extended, renewed, refunded or refinanced;

                           (xvii)  Liens against Glass Holdings' or the
                  Borrower's interest in such Person's income tax refund for
                  fiscal year 2002; and

                           (xviii) any extension, renewal or replacement (or
                  successive extensions, renewals or replacements) , in whole or
                  in part, of any Lien referred to in the foregoing clauses;
                  provided that such extension, renewal or replacement Lien
                  shall be limited to all or a part of the property which
                  secured the Lien so extended, renewed or replaced (plus
                  improvements on such property).

                  "Security Documents" shall mean the Security Agreement, the
         Pledge Agreement, the GHC Pledge Agreements, any Mortgage Instrument in
         favor of the Agent for the benefit of the Lenders and such other
         documents executed and delivered in connection with the attachment and
         perfection of the Agent's security interests and liens arising
         thereunder, including, without limitation, UCC financing statements and
         patent and trademark filings.

         Subpart 3.2 References to First Union National Bank. All references to
"First Union National Bank" contained in the Credit Documents shall be deemed to
refer to "Wachovia Bank, National Association and its successors and assigns".

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         Subpart 3.3   New  Definitions.  The following  definitions are added
to Section 1.1 of the Existing Credit Agreement in the appropriate alphabetical
order:

                  "Account Debtor" means each Person obligated in any way on or
         in connection with an Account.

                  "Aggregate Committed Amount" means the amount in Dollars from
         time to time equal to the sum of (i) the Revolving Committed Amount,
         and (ii) the Term Committed Amount.

                  "BGF Services" means BGF Services, Inc., a Delaware
         corporation.

                  "BGF Services Guaranty" means that certain unconditional and
         unlimited guaranty agreement dated as of August 13, 2002 executed by
         BGF Services in favor of the Agent for the benefit of the Lender to
         guaranty the Credit Party Obligations.

                  "Fixed Asset Value" means, as of any date of determination and
         without duplication, the lower of the aggregate net book value (based
         on a FIFO or a moving average cost valuation, consistently applied) or
         fair market value (determined on the basis of the most recent appraisal
         acceptable to the Agent) of all equipment and fixtures plus the quick
         sale value of the real estate value (determined on the basis of the
         most recent appraisal acceptable to the Agent) less appropriate
         reserves determined in accordance with Generally Accepted Accounting
         Principles, but excluding in any event (i) any such asset which is (a)
         not subject to a perfected, first priority Lien in favor of the Agent
         to secure the Credit Party Obligations or (b) subject to any other Lien
         not permitted hereunder, (ii) any such asset which is not in good
         condition or fails to meet standards for sale or use imposed by
         governmental agencies, departments or divisions having regulatory
         authority over such assets, (iii) any such asset located outside of the
         United States, (iv) any such asset which is leased or on consignment,
         and (v) any such asset which fails to meet such other specifications
         and requirements as may from time to time be established by the Agent
         in its reasonable discretion;

                  "Fourth Amendment" means that certain Fourth Amendment and
         Forbearance Agreement dated as of August 13, 2002 among the Credit
         Parties, Glass Holdings, BGF Services, the Lenders and the Agent.

                  "Fourth Amendment Contribution" means the payment made by
         Glass Holdings to the Borrower in respect of the Glass Holdings Note in
         an amount resulting in Net Cash Proceeds to the Borrower of no less
         than $5,000,000 and no more than $7,000,000 in partial satisfaction of
         the conditions precedent to the Fourth Amendment.

                  "Fourth Amendment Debt Issuance" means the loan made by Glass
         Holdings to the Borrower in an amount not to exceed $5,000,000
         resulting in Net Cash Proceeds to the Borrower of no less than
         $5,000,000 made in partial satisfaction of the conditions precedent to
         the Fourth Amendment; provided, however, that the loan is made (i) on
         an unsecured basis, (ii) with a maturity date no earlier than May 31,
         2003, (iii) with an

                                       12

<PAGE>

         interest rate no greater than fifteen percent (15%) (including default
         pricing) to be payable quarterly (or in less frequent intervals) in
         arrears, (iv) without any term constituting a prepayment prohibition,
         penalty or fee, (v) with a payment schedule providing for no principal
         amortization until maturity and (vi) without any origination fee or
         other fee, paid at closing, deferred or otherwise.

                  "Fourth Amendment Effective Date" means the date whereby every
         condition precedent listed in Fourth Amendment has been satisfied or
         otherwise waived by each party entitled to performance.

                  "GHC Guaranty" means that certain unconditional and unlimited
         guaranty agreement dated as of August 13, 2002 executed by Glass
         Holdings in favor of the Agent for the benefit of the Lender to
         guaranty the Credit Party Obligations.

                  "Revolving Borrowing Base" means

                           (a)      as to the Revolving Loans, the following
                  amount calculated as follows:

                                    (1)    an amount equal to eighty five
                           percent (85%) of Eligible Accounts Receivable; plus


                                    (2)    an amount equal to forty percent
                           (40%) of Eligible Inventory until October 31, 2002
                           and commencing November 1, 2002, an amount equal to
                           thirty five percent (35%) of Eligible Inventory.

                  "Revolving Cap" means $18,340,000.

                  "Second Fourth Amendment Debt Issuance" means a combination of
         (x) one or more loans in the aggregate amount of $500,000 made by Glass
         Holdings to the Borrower and (y) payments in the aggregate amount of
         $500,000 made by Glass Holdings to the Borrower in respect of the Glass
         Holdings Note, resulting in Net Cash Proceeds to the Borrower of no
         less than $1,000,000; provided, however, that any loan shall be made
         (i) on an unsecured basis, (ii) with a maturity date no earlier than
         May 31, 2003, (iii) with an interest rate no greater than fifteen
         percent (15%) (including default pricing) to be payable quarterly (or
         in less frequent intervals) in arrears, (iv) without any term
         constituting a prepayment prohibition, penalty or fee, (v) with a
         payment schedule providing for no principal amortization until maturity
         and (vi) without any origination fee or other fee, paid at closing,
         deferred or otherwise.

                  "Term Borrowing Base" means as to the Term Loans, the
         following amount calculated as the lesser of (i) 75% of Fixed Asset
         Value and (ii) $3,000,000.

         Subpart 3.4 Amendment to Section 2.1 Section 2.1 of the Existing Credit
Agreement is amended and restated in its entirety to read as follows:

                                       13

<PAGE>

                  Section 2.1       Revolving Loans.

                  (a) Revolving Commitment. During the Commitment Period,
         subject to the terms and conditions hereof, each Lender severally
         agrees to make revolving credit loans ("Revolving Loans") to the
         Borrower from time to time for the purposes hereinafter set forth;
         provided, however, that (i) with regard to each Lender individually,
         the sum of such Lender's share of outstanding Revolving Loans plus such
         Lender's Revolving Commitment Percentage of Swingline Loans plus such
         Lender's LOC Commitment Percentage of LOC Obligations shall not exceed
         such Lender's Revolving Commitment Percentage of the lesser of (A) the
         aggregate Revolving Committed Amount and (B) the Revolving Borrowing
         Base, and (ii) with regard to the Lenders collectively, the sum of the
         aggregate amount of outstanding Revolving Loans plus Swingline Loans
         plus LOC Obligations shall not exceed the lesser of (A) the Revolving
         Committed Amount then in effect, (B) the Revolving Borrowing Base, (C)
         the Revolving Cap, and (D) the Aggregate Committed Amount. For purposes
         hereof, the aggregate amount available hereunder shall be TWENTY-ONE
         Million DOLLARS ($21,000,000) (as such aggregate maximum amount may be
         reduced from time to time as provided in Section 2.6, the "Revolving
         Committed Amount"). Revolving Loans may consist of Alternate Base Rate
         Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower
         may request, and may be repaid and reborrowed in accordance with the
         provisions hereof. LIBOR Rate Loans shall be made by each Lender at its
         LIBOR Lending Office and Alternate Base Rate Loans at its Domestic
         Lending Office.

         Subpart 3.5 Amendment to Section 2.2 Section 2.2 of the Existing Credit
Agreement is amended and restated in its entirety to read as follows:

                  Section 2.2       Term Loan.

                  (a) Term Loan. Subject to the terms and conditions hereof and
         in reliance upon the representations and warranties set forth herein,
         as of the Fourth Amendment Effective Date, a portion of the heretofore
         Revolving Loans shall be converted to a Term Loan as described below.
         Each Lender severally has made available to the Borrower such Lender's
         Term Loan Commitment Percentage of a term loan in Dollars (the "Term
         Loan") provided, however, that with regard to the Lenders collectively,
         the sum of the aggregate amount of outstanding Term Loans shall not
         exceed the lesser of (A) the Term Committed Amount then in effect, (B)
         the Term Borrowing Base and (C) the Aggregate Committed Amount. For
         purposes hereof, the aggregate amount made available hereunder was
         THREE MILLION DOLLARS ($3,000,000) (the "Term Committed Amount") for
         the purposes hereinafter set forth. The Term Loan may consist of
         Alternate Base Rate Loans or LIBOR Rate Loans, or a combination
         thereof, as the Borrower may request. Amounts repaid on the Term Loan
         may not be reborrowed and shall automatically reduce the Term Committed
         Amount by the amount of the repayment. LIBOR Rate Loans shall be made
         by each Lender at its LIBOR Lending Office and Alternate Base Rate
         Loans at its Domestic Lending Office.

                                       14

<PAGE>

                  (b)      Repayment of Term Loan.  The Term Loan shall be
         repaid according to the following schedule (each such payment, a
         "Principal Amortization Payment"):

                           Payment Date                    Payment Amount

                           August 15, 2002                 $550,000

                           August 31, 2002                 $444,444

                           September 30, 2002              $444,444

                           October 31, 2002                $444,444

                           November 30, 2002               $444,444

                           December 31, 2002               $444,444

                           January 31, 2003                The remaining
                                                           outstanding balance
                                                           of the Term Loan.


                  (c) Interest. Subject to the provisions of Section 2.9, Term
         Loans shall bear interest at a per annum rate equal to the sum of the
         Alternate Base Rate plus the Applicable Percentage; and Interest on
         Term Loans shall be payable in arrears on each Interest Payment Date.

                  (e) Term Notes. Each Lender's Term Loan Commitment Percentage
         of the Term Loan outstanding as of the Closing Date shall be evidenced
         by a duly executed promissory note of the Borrower to such Lender in
         substantially the form of Schedule 2.2(d).

         Subpart 3.6 Amendment to Section 2.3(a) Section 2.3(a) of the Existing
Credit Agreement is amended and restated in its entirety to read as follows:

                  (a) Swingline Commitment. During the Commitment Period,
         subject to the terms and conditions hereof, the Swingline Lender, in
         its individual capacity, agrees to make certain revolving credit loans
         to the Borrower (each a "Swingline Loan" and, collectively, the
         "Swingline Loans") for the purposes hereinafter set forth; provided,
         however, (i) the aggregate amount of Swingline Loans outstanding at any
         time shall not exceed FIVE MILLION DOLLARS ($5,000,000) (the "Swingline
         Committed Amount"), and (ii) the sum of the aggregate amount of
         outstanding Revolving Loans plus Swingline Loans plus LOC Obligations
         shall not exceed the lesser of (A) the aggregate Revolving Committed
         Amount then in effect, (B) the Revolving Borrowing Base, (C) the
         Revolving Cap, and (D) the Aggregate Committed Amount. Swingline Loans
         hereunder may be repaid and reborrowed in accordance with the
         provisions hereof.

                                       15

<PAGE>

         Subpart 3.7 Amendment to Section 2.4(a) The first sentence of Section
2.4(a) of the Existing Credit Agreement is amended and restated in its entirety
to read as follows:

                  Subject to the terms and conditions hereof and of the LOC
         Documents, if any, and any other terms and conditions which the Issuing
         Lender may reasonably require, during the Commitment Period the Issuing
         Lender shall issue, and the Lenders shall participate in, Letters of
         Credit for the account of the Borrower from time to time upon request
         in a form acceptable to the Issuing Lender; provided, however, that (i)
         the aggregate amount of LOC Obligations shall not at any time exceed
         TWO MILLION DOLLARS ($2,000,000) (the "LOC Committed Amount"), (ii) the
         sum of the aggregate amount of Revolving Loans plus Swingline Loans
         plus LOC Obligations shall not at any time exceed the lesser of (A) the
         aggregate Revolving Committed Amount then in effect, (B) the Revolving
         Borrowing Base, (C) the Revolving Cap, and (D) the Aggregate Committed
         Amount; (iii) all Letters of Credit shall be denominated in U.S.
         Dollars and (iv) Letters of Credit shall be issued for the purpose of
         supporting tax-advantaged variable rate demand note financing and for
         other lawful corporate purposes and may be issued as standby letters of
         credit, including in connection with workers' compensation and other
         insurance programs, and trade letters of credit.

         Subpart 3.8 Amendment to Section 2.6 Section 2.6 of the Existing Credit
Agreement is amended and restated in its entirety to read as follows:

                  Section 2.6       Commitment Reductions.

                  (a)      Voluntary Reductions. The Borrower shall have the
         right to terminate or permanently reduce the unused portion of the
         Revolving Committed Amount at any time or from time to time upon not
         less than three Business Days' prior notice to the Agent (which shall
         notify the Lenders thereof as soon as practicable) of each such
         termination or reduction, which notice shall specify the effective date
         thereof and the amount of any such reduction which shall be in a
         minimum amount of $500,000 or a whole multiple of $500,000 in excess
         thereof and shall be irrevocable and effective upon receipt by the
         Agent, provided that no such reduction or termination shall be
         permitted if after giving effect thereto, and to any prepayments of the
         Revolving Loans made on the effective date thereof, the sum of the then
         outstanding aggregate principal amount of the Revolving Loans plus
         Swingline Loans plus LOC Obligations would exceed either (i) the
         Revolving Committed Amount then in effect or (ii) the Aggregate
         Committed Amount then in effect.

                  (b)      Mandatory Reductions.

                           (i) On any date that the Revolving Loans are required
                  to be prepaid pursuant to the terms of Section 2.7(b)(iii),
                  (iv), (v), (vi) and (vii), the Revolving Committed Amount and
                  the Revolving Cap shall be automatically and permanently
                  reduced by the amount of such required prepayment and/or
                  reduction

                                       16

<PAGE>

                  to the extent that such prepayment is applied to Revolving
                  Loans or to cash collateralize LOC Obligations.

                           (ii) Commencing August 31, 2002, the Aggregate
                  Commitment Amount shall be automatically and permanently
                  reduced by $1,500,000 on the last calendar day of each month
                  until such time as the Term Loan has been reduced to zero
                  Dollars ($0). Thereafter, the Aggregate Commitment Amount
                  shall be automatically and permanently reduced by $2,000,000
                  on the last calendar day of each month (with the commitment
                  reduction for March 2003 occurring on March 30, 2003). The
                  foregoing mandatory reduction amounts shall hereinafter be
                  referred to as the "Scheduled Loan Commitment Reductions." The
                  Scheduled Loan Commitment Reductions shall first reduce the
                  Term Committed Amount and, after the Term Committed Amount has
                  been reduced to zero Dollars ($0), then such Scheduled Loan
                  Commitment Reductions shall reduce the Revolving Committed
                  Amount (with any reduction in the Revolving Committed Amount
                  also resulting in a corresponding reduction in the same amount
                  in the Revolving Cap). Any amounts required to be prepaid on
                  the Term Loan pursuant to the terms of Section 2.7(b) (iii),
                  (iv), (v), (vi), and (vii) may be credited to the Scheduled
                  Loan Commitment Reduction in the direct order of their
                  occurrence and, after the Term Committed Amount has been
                  reduced to zero Dollars ($0), any amounts required to be
                  prepaid on the Revolving Loans pursuant to the terms of
                  Section 2.7(b)(iii), (iv), (v), (vi) and (vii), may be
                  credited to the to the Scheduled Loan Commitment Reduction in
                  the direct order of their occurrence in the amount that such
                  payment permanently reduced the Revolving Cap pursuant to
                  Section 2.6(b)(i). Without duplication, any Principal
                  Amortization Payments made on or after August 31, 2002, shall
                  be credited to the Scheduled Loan Commitment Reductions in the
                  direct order of their occurrence.

                  (c)      Revolving Commitment Termination Date.  The Revolving
         Commitment, the LOC Commitment and the Swingline Commitment shall
         automatically terminate on the Revolving Commitment Termination Date.

                  (d)      Term Loan Commitment Termination Date. The Term Loan
         Commitment shall terminate on January 31, 2003.

         Subpart 3.9 Amendment to Section 2.7 Section 2.7 of the Existing Credit
Agreement is amended and restated in its entirety to read as follows:

                  Section 2.7       Prepayments.

                  (a) Optional Prepayments. The Borrower shall have the right to
         prepay Loans in whole or in part from time to time; provided, however,
         that each partial prepayment of Revolving Loans and Term Loans shall be
         in a minimum principal amount of $500,000 and integral multiples of
         $100,000 in excess thereof and each prepayment of Swingline Loans shall
         be in a minimum principal amount of $100,000 (or if the outstanding
         principal balance of the Swingline Loans is less than $100,000, such
         lesser amount) and

                                       17

<PAGE>

         integral multiples of $100,000 in excess thereof. The Borrower shall
         give three Business Days' irrevocable notice in the case of LIBOR Rate
         Loans and one Business Day's irrevocable notice in the case of
         Alternate Base Rate Loans, to the Agent (which shall notify the Lenders
         thereof as soon as practicable). Subject to the foregoing terms,
         amounts prepaid under this Section 2.7(a) shall be applied as the
         Borrower may elect; provided that if the Borrower fails to specify the
         application of an optional prepayment then such prepayment shall be
         applied first to Revolving Loans and then pro rata to the remaining
         principal installments of the Term Loans, in each case first to
         Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order
         of Interest Period maturities. All prepayments under this Section
         2.7(a) shall be subject to Section 2.17, but otherwise without premium
         or penalty. Interest on the principal amount prepaid shall be payable
         on the next occurring Interest Payment Date that would have occurred
         had such loan not been prepaid or, at the request of the Agent,
         interest on the principal amount prepaid shall be payable on any date
         that a prepayment is made hereunder through the date of prepayment.
         Amounts prepaid on the Swingline Loan and the Revolving Loans may be
         reborrowed in accordance with the terms hereof. Amounts prepaid on the
         Term Loans may not be reborrowed.

                  (b)      Mandatory Prepayments.

                           (i)      Revolving Committed Amount. If at any time
                  the sum of the aggregate principal amount of outstanding
                  Revolving Loans plus Swingline Loans plus LOC Obligations
                  shall exceed the lesser of (A) the Revolving Committed Amount,
                  (B) the Revolving Cap, (C) the Aggregate Commitment Amount, or
                  (D) the Revolving Borrowing Base in each case, then in effect,
                  the Borrower immediately shall prepay the Revolving Loans and
                  (after all Revolving Loans have been repaid) cash
                  collateralize the LOC Obligations, in an amount sufficient to
                  eliminate such excess.

                           (ii)     Term Committed Amount. If at any time the
                  sum of the aggregate principal amount of outstanding Term
                  Loans shall exceed the lesser of (A) the aggregate Term
                  Committed Amount, (B) the Term Borrowing Base, in each case,
                  then in effect, the Borrower immediately shall prepay the Term
                  Loans in an amount sufficient to eliminate such excess.

                           (iii)    Excess Cash Flow. Commencing with the fiscal
                  year ending December 31, 2002, the Borrower shall prepay the
                  Term Loans in an amount equal to (x) one hundred percent
                  (100%) of the Excess Cash Flow earned during such prior fiscal
                  year less (y) the amount of any optional prepayments of the
                  Term Loans or (to the extent accompanied by a permanent
                  reduction in the Revolving Committed Amount) the Revolving
                  Loans during such prior fiscal year. Any payments of Excess
                  Cash Flow shall be applied as set forth in clause (viii)
                  below.

                           (iv)     Asset  Dispositions.  Upon any  Asset
                  Disposition, the Borrower shall prepay the Loans in an
                  aggregate amount equal to one hundred percent (100%) of the
                  Net Cash Proceeds derived from such Asset Disposition (such


                                       18

<PAGE>

     prepayment to be applied as set forth in clause (viii) below); provided
     that the Borrower may hold Net Cash Proceeds of Asset Dispositions until
     such time as the amount of such proceeds exceeds, in the aggregate,
     $10,000.

            (v) Debt Issuances. Immediately upon receipt by any Credit Party of
     proceeds from any Debt Issuance (other than the issuance of the
     Subordinated Debt except as provided in the definition thereof), the
     Borrower shall prepay the Loans in an aggregate amount equal to one-hundred
     percent (100%) of the Net Cash Proceeds of such Debt Issuance to the
     Lenders (such prepayment to be applied as set forth in clause (viii)
     below).

            (vi) Issuances of Equity. Immediately upon receipt by a Credit Party
     of proceeds from any Equity Issuance, the Borrower shall prepay the Loans
     in an aggregate amount equal to one hundred percent (100%) of the Net Cash
     Proceeds of such Equity Issuance (such prepayment to be applied as set
     forth in clause (viii) below).

            (vii) Recovery Event. To the extent of cash proceeds received in
     connection with a Recovery Event, the Borrower shall prepay the Loans in an
     aggregate amount equal to one-hundred percent (100%) of such cash proceeds
     to the Lenders to the extent such cash proceeds are not used (A) to repair
     such damaged assets within 180 days after receipt of such cash proceeds or
     property or (B) to purchase or otherwise acquire replacement assets or
     property, provided that such purchase or acquisition is committed within
     180 days after receipt of such cash proceeds and consummated within 270
     days thereof (or such shorter period as specified in the Subordinated Debt
     Documentation) (such prepayment to be applied as set forth in clause (viii)
     below). Notwithstanding anything to the contrary contained herein, after
     the occurrence and during the continuation of an Event of Default, the
     Required Lenders shall have the option to require such cash proceeds to be
     applied immediately to prepay the Loans in accordance with clause (viii)
     below.

            (viii) Application of Mandatory Prepayments. All amounts required to
     be paid pursuant to this Section 2.7(b) shall be applied as follows: (A)
     with respect to all amounts prepaid pursuant to Section 2.7(b)(i), to
     Revolving Loans and (after all Revolving Loans have been repaid) to a cash
     collateral account in respect of LOC Obligations, (B) with respect to all
     amounts prepaid pursuant to Sections 2.7(b)(ii) to the Term Loan (to the
     Principal Amortization Payments in the inverse order of their maturities)
     and (C) with respect to all amounts prepaid pursuant to Sections
     2.7(b)(iii) through (vii), (1) first to the Term Loan (to the Principal
     Amortization Payments in the inverse order of their maturities), and (2)
     second to the Revolving Loans and (after all Revolving Loans have been
     repaid) to a cash collateral account in respect of LOC Obligations. Within
     the parameters of the applications set forth above, prepayments shall be
     applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in
     direct order of Interest Period maturities. All prepayments under this
     Section 2.7(b) shall be subject to Section

                                       19

<PAGE>

            2.17 and be accompanied by interest on the principal amount prepaid
            through the date of prepayment.

     Subpart 3.10 Amendment to Section 5.1(e). Section 5.1(e) of the Existing
Credit Agreement is amended and restated in its entirety to read as follows:

            (e) Borrowing Base Certificate. Daily, a Borrowing Base Certificate,
     duly completed and certified by the Company's chief executive officer or
     chief financial officer, detailing the Borrower's (i) Eligible Accounts
     Receivable as of the close of business of the immediately preceding
     Business Day, (ii) Eligible Inventory as of the close of business of the
     last Business Day of the preceding calendar week and (iii) Fixed Asset
     Value as of the close of business of the immediately preceding Business
     Day; provided, however, it is understood and agreed that in reporting and
     calculating Eligible Accounts Receivable and Eligible Inventory, the
     reporting and calculation of ineligible Inventory need only be current
     through the last day of the preceding calendar month and the reporting and
     calculation of ineligible Accounts Receivable need only be current through
     the last day of the preceding calendar week. Notwithstanding the foregoing,
     the Borrower shall immediately report to the Agent any event or occurrence
     that increases the amount of ineligible Inventory by $100,000 or more and
     provide a Borrowing Base Certificate reflecting such event or occurrence.
     The Agent shall rely on each Borrowing Base Certificate delivered hereunder
     as accurately setting forth the available Revolving Borrowing Base and Term
     Borrowing Base for all purposes of this Agreement until such time as a new
     Borrowing Base Certificate is delivered to the Agent in accordance
     herewith.

     Subpart 3.11 Amendment to Section 5.2. Section 5.2 of the Existing Credit
Agreement is amended by adding the new subsections (h), (i), and (j) to read as
follows:

            (h) Commencing on the Fourth Amendment Effective Date and on the
     third Business Day of each week thereafter, a 13 week forecast of cash
     flows setting forth projected cash disbursements and cash receipts for the
     Borrower and the Guarantors on a consolidated basis prepared with the
     assistance and input of their advisor, Realization Services, Inc. (or
     another advisor acceptable to the Agent), and in a form reasonably
     acceptable to the Agent (the "Cash Flow Forecast").

            (i) Commencing on the date seven days after the Fourth Amendment
     Effective Date and on the third Business Day of each week thereafter, a
     reconciliation of the most recently provided Cash Flow Forecast for the
     prior week against actual cash flows for the prior week, prepared with the
     assistance and input of their advisor, Realization Services, Inc. (or
     another advisor acceptable to the Agent), and in a form reasonably
     acceptable to the Agent.

            (j) Commencing August 30, 2002 and on the third Business Day of each
     week thereafter, Borrower will deliver a written report (the "Cumulative
     Report") to the Agent that (i) summarizes new developments, opportunities
     and significant occurrences in the Borrower's business for the prior week,
     (ii) details any increase or decrease in credit exposure or liability of
     the Borrower to third parties or from third parties to the Borrower,

                                       20

<PAGE>

         (iii) summarizes and compares the Borrower's performance through the
         end of the prior calendar week to that certain business plan dated as
         of August 13, 2002, delivered to the Agent and the Lenders (the
         "Plan"). The chief financial officer of the Borrower and, as
         necessary, the Borrower's consultants and professionals shall be
         available weekly to discuss the Borrower's financial performance and
         operational issues.

         Subpart 3.12 Amendment to Section 5.6. Section 5.6 of the Existing
Credit Agreement is amended and restated in its entirety to read as follows:

            Section 5.6 Inspection of Property; Books and Records; Discussions.

            Keep proper books of records and account in which full, true and
     correct entries in conformity with GAAP and all Requirements of Law shall
     be made of all dealings and transactions in relation to its businesses and
     activities; and permit, during regular business hours and upon reasonable
     notice by the Agent or any Lender, the Agent or any Lender to visit and
     inspect any of its properties or the Collateral and examine and make
     abstracts from any of its books and records (other than materials protected
     by the attorney-client privilege and materials which the Borrower may not
     disclose without violation of a confidentiality obligation binding upon it)
     at any reasonable time and as often as may reasonably be desired, subject
     to the rights of tenants in possession of all or a portion of the Mortgaged
     Properties pursuant to leases or other occupancy agreements permitted by
     hereunder, and to discuss the business, operations, properties and
     financial and other condition of the Borrower and its Subsidiaries with
     officers and employees of the Borrower and its Subsidiaries and with its
     independent certified public accountants. Upon the request of the Required
     Lenders, the Agent, on behalf of the Lenders, may conduct (or engage a
     third-party to conduct) a field exam or other appraisal of the Collateral,
     at the Borrower's expense, and the Credit Parties shall provide reasonable
     access to all business records and appropriate employees, accountants and
     auditors of the Credit Parties to such field exam. There shall be no limit
     on the number of field exams or personal property appraisals conducted in
     accordance with this section; however, there shall be no more than two
     appraisals of real property Collateral during any 12 month period.

     Subpart 3.13 Amendment to Sections 5.9(b), 5.9(c) and 5.9(e). Sections
5.9(b), 5.9(c) and 5.9(e)of the Existing Credit Agreement are amended and
restated in their entirety to read as follows:

            (b) Consolidated Net Worth. As of the end of any fiscal quarter,
     commencing with the fiscal quarter ending September 30, 2002, Consolidated
     Net Worth of the Borrower and its Subsidiaries shall be greater than or
     equal to (i) negative $95,000,000 plus (ii) 50% of cumulative quarterly
     Consolidated Net Income beginning with the fiscal quarter ended December
     31, 2002 (without deduction for any quarterly losses) plus (iii) 100% of
     the Net Cash Proceeds received by the Borrower or any of its Subsidiaries
     of any Equity Issuance by the Borrower or any of its Subsidiaries
     subsequent to the Third Amendment Effective Date.

                                       21

<PAGE>

               (c) Interest Coverage Ratio. The Interest Coverage Ratio as of
         the last day of each fiscal quarter of the Credit Parties shall be
         greater than or equal to:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
         Fiscal Year     March 31         June 30         September 30      December 31
<S>                    <C>              <C>               <C>               <C>
---------------------------------------------------------------------------------------
         2001                                             1.00 to 1.0       1.00 to 1.0
---------------------------------------------------------------------------------------
         2002          0.95 to 1.0      0.90 to 1.0                --                --
---------------------------------------------------------------------------------------
         2003          1.70 to 1.0      1.95 to 1.0
---------------------------------------------------------------------------------------
</TABLE>


                                       ***


               (e) Senior Leverage Ratio. The Senior Leverage Ratio as of the
         last day of each fiscal quarter of the Credit Parties shall be less
         than or equal to:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
         Fiscal Year     March 31         June 30         September 30      December 31
<S>                    <C>              <C>               <C>               <C>
---------------------------------------------------------------------------------------
         2001                                             2.00 to 1.0       2.00 to 1.0
---------------------------------------------------------------------------------------
         2002          2.20 to 1.0      2.20 to 1.0                -                  -
---------------------------------------------------------------------------------------
         2003                    -                -
---------------------------------------------------------------------------------------
</TABLE>


         Subpart 3.11 Amendment to Section 5.9. Section 5.9 of the Existing
Credit Agreement is amended by adding a new subsections (g) to read as follows:

               (g) Collections. During each 75 calendar day period, Borrower
         shall receive payments on Accounts generated in the ordinary course in
         an aggregate amount equal to the outstanding balance of the Obligations
         on the last day of such period.

         Subpart 3.14 New Section 5.15. A new Section 5.15 is added to the
Existing Credit Agreement to read as follows:

               Section 5.15      Bank Accounts.

               The Credit Parties shall (i) maintain all of their bank accounts
         and cash deposits of any kind (including all Cash Equivalents) with the
         Agent or (ii) to the extent not with the Agent, only with such
         financial institutions from whom the Credit Parties have procured
         tri-party agency agreements, in form acceptable to the Agent, among the
         applicable Credit Party, the Agent and such third-party financial
         institution whereby such accounts are pledged to the Agent for the
         benefit of the Lenders.

         Subpart 3.15 New Section 5.16. A new Section 5.16 is added to the
Existing Credit Agreement to read as follows:

                                       22

<PAGE>

                  Section 5.16 Consultant.

                  The Borrower shall retain a financial advisor reasonably
         acceptable to the Agent to assist in managing or advising the Borrower
         in connection with the restructure or refinancing of its funded
         indebtedness, the evaluation of its strategic alternatives and its
         negotiations with its creditors; provided, however (i) the Agent shall
         approve the terms of any engagement of any such Advisor and (ii) the
         advisor shall be authorized to discuss with the Agent and the Lenders
         any and all matters regarding its engagement.

         Subpart 3.16 Amendment to Section 6.1. Section 6.1 of the Existing
Credit Agreement is amended by deleting the period at the end of subsection (l),
adding an ";" at the end of subsection (l) and adding a new subsection (m) and
subsection (n) to read as follows:

                  (m) the Fourth Amendment Debt Issuance; and

                  (n) the Second Fourth Amendment Debt Issuance.

         Subpart 3.17 Amendment to Section 6.3. Section 6.3 of the Existing
Credit Agreement is amended and restated in its entirety to read as follows:

                  Section 6.3 Guaranty Obligations.

                  The Borrower will not, nor will it permit any Subsidiary to,
         enter into or otherwise become or be liable in respect of any Guaranty
         Obligations (excluding specifically therefrom endorsements in the
         ordinary course of business of negotiable instruments for deposit or
         collection) other than (i) those in favor of the Lenders in connection
         herewith and (ii) Guaranty Obligations by the Borrower or its
         Subsidiaries of Indebtedness and other obligations referred to in and
         permitted under Section 6.1 to the extent such Guaranty Obligations
         were incurred on or before June 30, 2002.

         Subpart 3.18 Amendment to Section 7.1(c). Section 7.1(c) of the
Existing Credit Agreement is amended and restated in its entirety to read as
follows:

                  (c) (i) Any Credit Party shall fail to perform, comply with or
         observe any term, covenant or agreement applicable to it contained in
         Section 5.7(a), Section 5.9 or Article VI hereof ; or (ii) any Credit
         Party shall fail to comply with any other covenant, contained in this
         Agreement or the other Credit Documents or any other agreement,
         document or instrument among any Credit Party, the Agent and the
         Lenders or executed by any Credit Party in favor of the Agent or the
         Lenders (other than as described in Sections 7.1(a) or 7.1(c)(i)
         above), and in the event such breach or failure to comply is capable of
         cure, is not cured within ten (10) days of its occurrence; or

         Subpart 3.19 Amendment to Section 7.1(d). Section 7.1(d) of the
Existing Credit Agreement is amended and restated in its entirety to read as
follows:

                                       23

<PAGE>

                  (d) The Borrower or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest on (A) the Subordinated
         Debt, or (B) any Indebtedness (other than the Notes or the Subordinated
         Debt) in a principal amount outstanding of at least $100,000 in the
         aggregate for the Borrower and any of its Subsidiaries beyond the
         period of grace (not to exceed 30 days), if any, provided in the
         instrument or agreement under which such Indebtedness was created; or
         (ii) default in the observance or performance of any other agreement or
         condition relating to (A) the Subordinated Debt or (B) any Indebtedness
         (other than the Notes or the Subordinated Debt) in a principal amount
         outstanding of at least $100,000 in the aggregate for the Borrower and
         its Subsidiaries or contained in any instrument or agreement
         evidencing, securing or relating thereto, or any other event shall
         occur or condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a
         trustee or agent on behalf of such holder or holders or beneficiary or
         beneficiaries) to cause, with the giving of notice if required, such
         Indebtedness to become due prior to its stated maturity or to bear
         interest (or fees) at a higher level than existed prior to the default;
         or

         Subpart 3.20 Restatement of Schedule 2.1(a). Schedule 2.1(a) to the
Existing Credit Agreement is amended and restated in its entirety in the form of
Schedule 2.1(a) attached hereto.

                                     PART IV
                           CONDITIONS TO EFFECTIVENESS

         Subpart 4.1 Effective Date. This Amendment shall be and become
effective on the date (the "Fourth Amendment Effective Date") when all of the
conditions set forth in this Part IV shall have been satisfied (or waived by
each party entitled to performance).

         Subpart 4.2 Execution and Delivery of Documents. The Agent shall have
received counterparts of this Amendment that have been duly executed on behalf
of each of the Borrower, the Guarantors and the Required Lenders.

         Subpart 4.3 Fourth Amendment Contribution. Glass Holdings shall have
contributed to the Borrower the Fourth Amendment Contribution. Notwithstanding
any term of the Existing Credit Agreement or other Credit Documents to the
contrary, $5,250,000 of the Net Cash Proceeds of the Fourth Amendment
Contribution shall be applied to satisfy the payment of the interest in owed to
the Subordinated Debt on or about July 15, 2002 and the balance of the Net Cash
Proceeds of the Fourth Amendment Contribution may be retained by the Borrower.

         Subpart 4.4 Subordinated Debt. The Borrower shall have (i) paid in full
the interest owed to the Subordinated Debt on or about July 15, 2002 and (ii)
cured all defaults arising from the nonpayment of the interest owed to the
Subordinated Debt on or about July 15, 2002.

         Subpart 4.5 Fourth Amendment Debt Issuance. The Borrower shall have
received from Glass Holdings the Net Cash Proceeds of the Fourth Amendment Debt
Issuance. Notwithstanding Section 2.7(b)(v) of the Existing Credit Agreement, on
the Fourth Amendment

                                       24

<PAGE>

         Effective Date, the Net Cash Proceeds of the Fourth Amendment Debt
Issuance shall be applied to the Loans.

         Subpart 4.7 Glass Holdings Guaranty. The Borrower shall have caused
Glass Holdings to provide an unlimited and unconditional guaranty of the Credit
Party Obligations, in form and substance reasonable to the Agent.

         Subpart 4.8 BGF Services Guaranty. The Borrower shall have caused BGF
Services to provide an unlimited and unconditional guaranty of the Credit Party
Obligations, in form and substance reasonable to the Agent.

         Subpart 4.9 Financial Reporting. The Agent shall have received all
financial information required pursuant to Section 5.1 of the Existing Credit
Agreement for the period ending June 30, 2002, in form and substance reasonably
satisfactory to the Agent.

         Subpart 4.10  Fees and Expenses.

                  (a) Forbearance Fee. The Borrower shall have paid to each
         Lender a forbearance fee equal to one percent (1%) of the Revolving
         Commitment and Term Loan Commitment for such Lender after giving effect
         to the reductions in the Revolving Commitments resulting from this
         Amendment.

                  (b) Reimbursement of Agent's Fees and Expenses. The Borrower
         shall have reimbursed the Agent for the reasonable legal fees and
         expenses of Moore & Van Allen, PLLC, counsel to the Agent, incurred in
         connection with the administration of the Existing Credit Agreement and
         the negotiation and documentation of this Amendment.

         Subpart 4.11 Authority. The Agent shall have received certified
resolutions (and such other documents reasonably requested by the Agent)
demonstrating that the transactions contemplated by this Amendment are
authorized and approved by each of the Credit Parties and Glass Holdings and BGF
Services.

         Subpart 4.12 Legal Opinion. The Agent shall have received a legal
opinion from counsel to the Credit Parties, Glass Holdings, and BGF Services in
form and substance acceptable to the Agent and addressed to the Agent on behalf
of the Lenders, and each of their successors and assigns.

         Subpart 4.14 Other Items. The Agent shall have received such other
documents, agreements or information that may be reasonably requested by the
Agent or as may be expressly agreed to between the Borrower and the Agent.

                                     PART V
                            MISCELLANEOUS PROVISIONS

         Subpart 5.1 Perfection Certificate. On or before August 31, 2002, the
Credit Parties shall have provided a completed perfection certificate to the
Agent in a form reasonably acceptable to the Agent.

                                       25

<PAGE>

         Subpart 5.2 Borrowing Base Certificate. The borrowing base certificate
used by the Borrower is hereby amended and replaced by the form of borrowing
base certificate attached hereto as Exhibit A.

         Subpart 5.3 Default Rate Interest. From and after the Fourth Amendment
Effective Date, the Default Rate set forth in Section 2.9 of the Amended Credit
Agreement shall apply.

         Subpart 5.4 Limitation on Loans. Notwithstanding any provision of this
Amendment or of any other Credit Document to the contrary, the Borrower shall
not be entitled to request, and the Agent and the Lenders shall have no
obligations to make or issue, any Revolving Loans or other extensions of credit;
provided, however, absent the occurrence of a Forbearance Termination Event, the
Borrower shall be entitled to request Letters of Credit and the Lenders shall be
obligated to provide such Letters of Credit in accordance with Section 2.4(a) of
the Amended Credit Agreement.

         Subpart 5.5 New Collateral: On or before August 30, 2002, the Borrower
shall have caused BGF Services to execute and deliver a Mortgage Instrument in
favor of the Agent for the benefit of the Lenders encumbering its real property
and improvements located at 20 Elm Ridge Lane, Greensboro, North Carolina to
secure its obligations under the BGF Services Guaranty and to otherwise secure
the Credit Party Obligations and such other ancillary documentation as is
required by the Agent in connection therewith including without limitation a
title insurance policy in favor of the Agent for the benefit of the Lenders and
an opinion of counsel to BGF Services in form and substance reasonably
satisfactory to the Agent.

         Subpart 5.6 LIBOR Rate Loans. From and after the Fourth Amendment
Effective Date, the Borrower shall be not be entitled to continue existing LIBOR
Rate Loans or convert Base Rate Loans to LIBOR Rate Loans.

         Subpart 5.7 Exit Fee. In consideration of the accommodations made in
connection with this Fourth Amendment, the Lenders shall earn a fee on the
Fourth Amendment Effective Date in the amount of ONE MILLION FIVE HUNDRED
THOUSAND DOLLARS ($1,500,000) (the "Exit Fee"). On December 31, 2002, $250,000
of the Exit Fee shall be immediately due and payable to the Agent for the
ratable benefit of the Lenders with the balance immediately due and payable on
March 31, 2003. It is understood and agreed that (A) if (i) a Forbearance
Termination Event has not occurred and (ii) the Borrower has permanently and
indefeasibly reduced the principal balance of the Obligations in full on or
before December 31, 2002, the Lenders shall waive $1,500,000 of the Exit Fee,
including the $250,000 payment required on December 31, 2002 and (B) if (i) a
Forbearance Termination Event has not occurred and (ii) the Borrower has
permanently and indefeasibly reduced the principal balance of the Obligations in
full on or before March 31, 2003, the Lenders shall waive $1,250,000 of the Exit
Fee. Notwithstanding the foregoing, the entire Exit Fee (or to the extent a
partial payment has been made or a portion of the Exit Fee has been waived as
provided herein, the balance of the Exit Fee) shall be immediately due and
payable to the Agent for the ratable benefit of the Lenders upon the earlier to
occur of (i) acceleration of the unpaid principal and any accrued interest in
respect of all Loans or (ii) a Forbearance Termination Event.

                                       26

<PAGE>

         Subpart 5.8 Payment Block. The Borrower shall use its commercially
reasonable efforts to obtain, and provide the Agent evidence reasonably
satisfactory to it (including without limitation, a legal opinion of counsel to
the Borrower) of, a reinstatement of the ability of the Lenders to assert a
payment block in accordance with Sections 10.3 and 12.3 of the indenture for the
Subordinated Debt with respect to that certain interest payment due and payable
on the Subordinated Debt on January 15, 2003.

         Subpart 5.9 No Waiver. Nothing herein is or shall be construed to be a
waiver of the Acknowledged Events of Default or any other Default or Event of
Default that may exist under the Credit Documents.

         Subpart 5.10 Representations and Warranties. The Credit Parties hereby
represent and warrant to the Agent and the Lenders that, after giving effect to
this Amendment, (a) no Default or Event of Default exists under the Amended
Credit Agreement or any of the other Credit Documents except the Acknowledged
Events of Default, (b) the representations and warranties set forth in Article
III of the Amended Credit Agreement (excluding those contained in Sections 3.1,
3.2, 3.5 and 3.17) are, subject to the limitations set forth therein, true and
correct in all material respects as of the date hereof (except for those which
expressly relate to an earlier date), and (c) the Security Documents continue to
create a valid security interest in, and Liens upon, the Collateral, which
security interests and Liens are perfected in accordance with the terms of the
Security Documents.

         Subpart 5.11 Ratification of Credit Agreement. The term "Credit
Agreement", as used in each of the Credit Documents, shall hereafter mean the
Amended Credit Agreement. Except as herein specifically amended (or expressly
waived), the Amended Credit Agreement is hereby expressly ratified and confirmed
and shall remain in full force and effect according to its terms. Each of the
Borrower, the Guarantors and Glass Holdings acknowledges and consents to the
modifications set forth herein and agrees that this Amendment does not impair,
reduce or limit any of their obligations under the Credit Documents and that,
after the Fourth Amendment Effective Date, this Amendment shall constitute a
Credit Document. Notwithstanding anything herein to the contrary and without
limiting the foregoing, each of the Guarantors reaffirm their guaranty
obligations set forth in the Amended Credit Agreement.

         Subpart 5.12 Authority/Enforceability. Each of the Credit Parties
represents and warrants as follows:

            (a)   It has taken all necessary action to authorize the execution,
                  delivery and performance of this Amendment.

            (b)   This Amendment has been duly executed and delivered by such
                  Person and constitutes such Person's legal, valid, and binding
                  obligations, enforceable in accordance with its terms except
                  as such enforceability may be subject to (i) bankruptcy,
                  insolvency, reorganization, fraudulent conveyance or transfer,
                  moratorium or similar laws affecting creditors' rights
                  generally and (ii) general principles of equity (regardless of
                  whether such enforceability is considered in a proceeding at
                  law or in equity).

                                       27

<PAGE>

            (c)   No consent, approval, authorization or order of, or filing,
                  registration or qualification with, any court or governmental
                  authority or third party is required in connection with the
                  execution, delivery or performance by such Person of this
                  Amendment except those which have been obtained.

            (d)   The execution and delivery of this Amendment does not (i)
                  violate, contravene or conflict with any provision of its, or
                  its Subsidiaries' organizational documents, (ii) materially
                  violate, contravene or conflict with any Requirement of Law or
                  any other law, regulation (including, without limitation,
                  Regulation U or Regulation X), order, writ, judgment,
                  injunction, decree or permit applicable to it or any of its
                  Subsidiaries or (iii) violate, contravene or conflict with
                  contractual provisions of, or cause an event of default under
                  any other indenture, loan agreement, mortgage, deed of trust,
                  contract or other agreement or instrument to which it, or to
                  which any of its Subsidiaries, is a party or by which it, or
                  by which any of its Subsidiaries, may be bound, the violation
                  of which any agreement in this sub-clause (iii) would be
                  reasonably expected to have a Material Adverse Effect.

         Subpart 5.13 RELEASE. IN CONSIDERATION OF ENTERING INTO THIS AMENDMENT,
EACH OF THE CREDIT PARTIES, BGF SERVICES AND GLASS HOLDINGS RELEASES THE AGENT,
THE LENDERS, AND THE AGENT'S AND EACH OF THE LENDERS' RESPECTIVE AFFILIATES,
SUBSIDIARIES, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, COUNSEL AND
DIRECTORS FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, DAMAGES
AND LIABILITIES OF WHATEVER KIND OR NATURE, IN LAW OR IN EQUITY, RELATING TO THE
EXISTING CREDIT AGREEMENT, THIS AMENDMENT, THE LOANS OR ANY OF THE OTHER CREDIT
DOCUMENTS, NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED TO THE EXTENT THAT ANY
OF THE FOREGOING ARISES FROM ANY ACTION OR FAILURE TO ACT ON OR PRIOR TO THE
DATE HEREOF.

         Subpart 5.14 Entirety. This Amendment, the Amended Credit Agreement and
the other Credit Documents embody the entire agreement between the parties and
supersede all prior agreements and understandings, if any, relating to the
subject matter hereof. The Credit Documents represent the final agreement of the
parties and may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the parties.

         Subpart 5.15 Counterparts. This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be effective as an original
and shall constitute a representation that an original will be delivered.

                                       28

<PAGE>

         Subpart 5.16 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.

                             [SIGNATURES TO FOLLOW]

                                       29

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered in Charlotte, North Carolina by its proper and duly
authorized officers as of the day and year first above written.

BORROWER:                BGF INDUSTRIES, INC., a Delaware corporation


                         By:__________________________________________________
                         Name:________________________________________________
                         Title:_______________________________________________


GUARANTORS:              BGF SERVICES, a Delaware corporation


                         By:__________________________________________________
                         Name:________________________________________________
                         Title:_______________________________________________



                         GLASS HOLDINGS CORPORATION, a
                         Delaware corporation

                         By:__________________________________________________
                         Name:________________________________________________
                         Title:_______________________________________________


                             [SIGNATURES CONTINUED]

<PAGE>

AGENT AND LENDER:                 WACHOVIA BANK, NATIONAL
                                  ASSOCIATION, individually in its capacity as a
                                  Lender and in its capacity as Agent


                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________





                             [SIGNATURES CONTINUED]

<PAGE>

LENDERS:                    SUNTRUST BANK, ATLANTA


                            By:_________________________________________________
                            Name:_______________________________________________
                            Title:______________________________________________


                            By:_________________________________________________
                            Name:_______________________________________________
                            Title:______________________________________________


                             [SIGNATURES CONTINUED]

<PAGE>

                                 BANK OF AMERICA, N.A. (formerly known as
                                 NationsBank, N.A.)


                                 By:____________________________________________
                                 Name:__________________________________________
                                 Title:_________________________________________



                             [SIGNATURES CONTINUED]

<PAGE>

                               PNC BANK, N.A.


                               By:______________________________________________
                               Name:____________________________________________
                               Title:___________________________________________


                             [SIGNATURES CONTINUED]

<PAGE>

                           GMAC COMMERCIAL CREDIT LLC


                           By:__________________________________________________
                           Name:________________________________________________
                           Title:_______________________________________________

                             [SIGNATURES CONTINUED]

<PAGE>

                                     COMERICA BANK


                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________



                             [SIGNATURES CONTINUED]

<PAGE>

                                         COMPAGNIE FINANCIERE DE CREDIT
                                         INDUSTRIEL ET COMMERCIAL ET
                                         DE L'UNION EUROPEENNE


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________



                                 [SIGNATURES CONTINUED]





<PAGE>

                                         NATEXIS BANQUE POPULAIRES


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________



                                 [SIGNATURES CONTINUED]





<PAGE>

                                         CREDIT LYONNAIS NEW YORK BRANCH


                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________



                                   [SIGNATURES END]





<PAGE>

                                 Schedule 2.1(a)
                                 ---------------
                             SCHEDULE OF LENDERS AND
                             -----------------------
                                   COMMITMENTS
                                   -----------

<TABLE>
<CAPTION>
                         Revolving         Revolving       Term           Term           LOC              LOC
                         Committed        Commitment      Committed      Commitment    Committed       Commitment
   Lender                 Amount           Percentage      Amount       Percentage      Amount          Percentage
   ------                 ------           ----------      ------        ----------     ------         ----------
<S>                     <C>              <C>             <C>            <C>            <C>             <C>

Wachovia Bank,          $ 5,376,000.00    25.60000000%   $  768,000.00  25.60000000%   $  512,000.00    25.6000000%
National
Association
GMAC                    $ 2,184,000.00    10.40000000%   $  312,000.00  10.40000000%   $  208,000.00   10.40000000%
Commercial
Credit LLC
Comerica Bank           $ 2,184,000.00    10.40000000%   $  312,000.00  10.40000000%   $  208,000.00   10.40000000%
Credit Lyonnais         $ 2,184,000.00    10.40000000%   $  312,000.00  10.40000000%   $  208,000.00   10.40000000%
New York
Branch
PNC Bank, N.A.          $ 2,184,000.00    10.40000000%   $  312,000.00  10.40000000%   $  208,000.00   10.40000000%
Bank of                 $ 2,184,000.00    10.40000000%   $  312,000.00  10.40000000%   $  208,000.00   10.40000000%
America, N.A.
SunTrust Bank,          $ 2,184,000.00    10.40000000%   $  312,000.00  10.40000000%   $  208,000.00   10.40000000%
Atlanta
Compagnie               $ 1,680,000.00      8.0000000%   $  240,000.00    8.0000000%   $  160,000.00     8.0000000%
Financiere De
CIC Et De
L'Union
Europpeenne
NATEXIS                 $   840,000.00      4.0000000%   $  120,000.00    4.0000000%   $   80,000.00     4.0000000%
Banque



TOTAL                   $21,000,000.00      100.00000%   $3,000,000.00    100.00000%   $2,000,000.00     100.00000%
</TABLE>










<PAGE>

                             SCHEDULE OF LENDERS AND
                             -----------------------
                               COMMITMENTS CONT'D
                               ------------------

<TABLE>
<CAPTION>
                                            Swingline                 Swingline
                                            Committed                Commitment
            Lender                           Amount                  Percentage
            ------                           ------                  ----------
 <S>                         <C>            <C>           <C>        <C>
Wachovia Bank, National      $5,000,000                    100.00000%
 Association







TOTAL                        $5,000,000                    100.00000%

</TABLE>