LOAN AND SECURITY AGREEMENT

                          Dated as of January 14, 1998

                                      Among

                     THE FINANCIAL INSTITUTIONS NAMED HEREIN

                                 as the Lenders

                                       and

                        BANKAMERICA BUSINESS CREDIT, INC.

                                  as the Agent

                                       and

                           UNITED STATES LEATHER, INC.

                                 as the Borrower


                                TABLE OF CONTENTS

   Section                                                               Page

   ARTICLE 1      INTERPRETATION OF THIS AGREEMENT

        1.1  Definitions . . . . . . . . . . . . . . . . . . . . . . . .    1
        1.2  Accounting Terms  . . . . . . . . . . . . . . . . . . . . .   24
        1.3  Interpretive Provisions . . . . . . . . . . . . . . . . . .   24

   ARTICLE 2      LOANS AND LETTERS OF CREDIT

        2.1  Total Facility  . . . . . . . . . . . . . . . . . . . . . .   25
        2.2  Revolving Loans . . . . . . . . . . . . . . . . . . . . . .   25
        2.3  DIP and Emergence Financing . . . . . . . . . . . . . . . .   31
        2.4  Letters of Credit . . . . . . . . . . . . . . . . . . . . .   31
        2.5  Automated Clearing House Transfers and Overdrafts . . . . .   37

   ARTICLE 3      INTEREST AND FEES

        3.1  Interest  . . . . . . . . . . . . . . . . . . . . . . . . .   38
        3.2  Conversion and Continuation Elections . . . . . . . . . . .   39
        3.3  Maximum Interest Rate . . . . . . . . . . . . . . . . . . .   40
        3.4  Closing Fee . . . . . . . . . . . . . . . . . . . . . . . .   40
        3.5  Unused Line Fee . . . . . . . . . . . . . . . . . . . . . .   40
        3.6  Letter of Credit Fee  . . . . . . . . . . . . . . . . . . .   41
        3.7  Administration Fee  . . . . . . . . . . . . . . . . . . . .   41

   ARTICLE 4      PAYMENTS AND PREPAYMENTS

        4.1  Revolving Loans . . . . . . . . . . . . . . . . . . . . . .   41
        4.2  Termination of Facility . . . . . . . . . . . . . . . . . .   41
        4.3  Reserved  . . . . . . . . . . . . . . . . . . . . . . . . .   42
        4.4  Reserved  . . . . . . . . . . . . . . . . . . . . . . . . .   42
        4.5  Reserved  . . . . . . . . . . . . . . . . . . . . . . . . .   42
        4.6  Payments by the Borrower  . . . . . . . . . . . . . . . . .   42
        4.7  Payments as Revolving Loans . . . . . . . . . . . . . . . .   43
        4.8  Apportionment and Application of Payments . . . . . . . . .   43
        4.9  Indemnity for Returned Payments . . . . . . . . . . . . . .   43
        4.10 Agent's and Lenders' Books and Records; Monthly Statements    44

   ARTICLE 5      TAXES, YIELD PROTECTION AND ILLEGALITY

        5.1  Taxes.  . . . . . . . . . . . . . . . . . . . . . . . . . .   44
        5.2  Illegality  . . . . . . . . . . . . . . . . . . . . . . . .   45
        5.3  Increased Costs and Reduction of Return . . . . . . . . . .   46
        5.4  Funding Losses  . . . . . . . . . . . . . . . . . . . . . .   46
        5.5  Inability to Determine Rates  . . . . . . . . . . . . . . .   47
        5.6  Certificates of Lenders . . . . . . . . . . . . . . . . . .   47
        5.7  Survival  . . . . . . . . . . . . . . . . . . . . . . . . .   47

   ARTICLE 6      COLLATERAL

        6.1  Grant of Security Interest  . . . . . . . . . . . . . . . .   47
        6.2  Perfection and Protection of Security Interest  . . . . . .   48
        6.3  Location of Collateral  . . . . . . . . . . . . . . . . . .   49
        6.4  Title to, Liens on, and Sale and Use of Collateral  . . . .   50
        6.5  Appraisals  . . . . . . . . . . . . . . . . . . . . . . . .   50
        6.6  Access and Examination; Confidentiality . . . . . . . . . .   50
        6.7  Collateral Reporting  . . . . . . . . . . . . . . . . . . .   51
        6.8  Accounts  . . . . . . . . . . . . . . . . . . . . . . . . .   52
        6.9  Collection of Accounts; Payments  . . . . . . . . . . . . .   53
        6.10 Inventory; Perpetual Inventory  . . . . . . . . . . . . . .   54
        6.11 Equipment . . . . . . . . . . . . . . . . . . . . . . . . .   54
        6.12 Assigned Contracts  . . . . . . . . . . . . . . . . . . . .   55
        6.13 Documents, Instruments, and Chattel Paper . . . . . . . . .   56
        6.14 Right to Cure . . . . . . . . . . . . . . . . . . . . . . .   56
        6.15 Power of Attorney . . . . . . . . . . . . . . . . . . . . .   56
        6.16 The Agent's and Lenders' Rights, Duties and Liabilities . .   57

   ARTICLE 7      BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

        7.1  Books and Records . . . . . . . . . . . . . . . . . . . . .   57
        7.2  Financial Information . . . . . . . . . . . . . . . . . . .   57
        7.3  Notices to the Lenders  . . . . . . . . . . . . . . . . . .   60

   ARTICLE 8      GENERAL WARRANTIES AND REPRESENTATIONS

        8.1  Authorization, Validity, and Enforceability of this
             Agreement and the Loan Documents  . . . . . . . . . . . . .   63
        8.2  Validity and Priority of Security Interest  . . . . . . . .   63
        8.3  Organization and Qualification  . . . . . . . . . . . . . .   63
        8.4  Corporate Name; Prior Transactions  . . . . . . . . . . . .   63
        8.5  Subsidiaries and Affiliates . . . . . . . . . . . . . . . .   63
        8.6  Financial Statements and Projections  . . . . . . . . . . .   64
        8.7  Capitalization  . . . . . . . . . . . . . . . . . . . . . .   64
        8.8  Reserved  . . . . . . . . . . . . . . . . . . . . . . . . .   64
        8.9  Debt  . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
        8.10 Distributions . . . . . . . . . . . . . . . . . . . . . . .   65
        8.11 Title to Property . . . . . . . . . . . . . . . . . . . . .   65
        8.12 Real Estate; Leases . . . . . . . . . . . . . . . . . . . .   65
        8.13 Proprietary Rights  . . . . . . . . . . . . . . . . . . . .   65
        8.14 Trade Names and Terms of Sale . . . . . . . . . . . . . . .   65
        8.15 Litigation  . . . . . . . . . . . . . . . . . . . . . . . .   65
        8.16 Restrictive Agreements  . . . . . . . . . . . . . . . . . .   65
        8.17 Labor Disputes  . . . . . . . . . . . . . . . . . . . . . .   66
        8.18 Environmental Laws  . . . . . . . . . . . . . . . . . . . .   66
        8.19 No Violation of Law . . . . . . . . . . . . . . . . . . . .   67
        8.20 No Default  . . . . . . . . . . . . . . . . . . . . . . . .   67
        8.21 ERISA Compliance  . . . . . . . . . . . . . . . . . . . . .   67
        8.22 Taxes.  . . . . . . . . . . . . . . . . . . . . . . . . . .   68
        8.23 Regulated Entities  . . . . . . . . . . . . . . . . . . . .   68
        8.24 Use of Proceeds; Margin Regulations . . . . . . . . . . . .   68
        8.25 Copyrights, Patents, Trademarks and Licenses, etc . . . . .   68
        8.26 No Material Adverse Change  . . . . . . . . . . . . . . . .   69
        8.27 Full Disclosure . . . . . . . . . . . . . . . . . . . . . .   69
        8.28 Material Agreements . . . . . . . . . . . . . . . . . . . .   69
        8.29 Bank Accounts . . . . . . . . . . . . . . . . . . . . . . .   69
        8.30 Governmental Authorization  . . . . . . . . . . . . . . . .   69

   ARTICLE 9      AFFIRMATIVE AND NEGATIVE COVENANTS

        9.1  Taxes and Other Obligations . . . . . . . . . . . . . . . .   69
        9.2  Corporate Existence and Good Standing . . . . . . . . . . .   70
        9.3  Compliance with Law and Agreements; Maintenance of
             Licenses  . . . . . . . . . . . . . . . . . . . . . . . . .   70
        9.4  Maintenance of Property . . . . . . . . . . . . . . . . . .   70
        9.5  Insurance . . . . . . . . . . . . . . . . . . . . . . . . .   70
        9.6  Condemnation  . . . . . . . . . . . . . . . . . . . . . . .   71
        9.7  Environmental Laws  . . . . . . . . . . . . . . . . . . . .   72
        9.8  Compliance with ERISA . . . . . . . . . . . . . . . . . . .   72
        9.9  Mergers, Consolidations or Sales  . . . . . . . . . . . . .   73
        9.10 Distributions; Capital Change; Restricted Investments . . .   73
        9.11 Transactions Affecting Collateral or Obligations  . . . . .   73
        9.12 Guaranties  . . . . . . . . . . . . . . . . . . . . . . . .   73
        9.13 Debt  . . . . . . . . . . . . . . . . . . . . . . . . . . .   73
        9.14 Prepayment  . . . . . . . . . . . . . . . . . . . . . . . .   73
        9.15 Transactions with Affiliates  . . . . . . . . . . . . . . .   73
        9.16 Investment Banking and Finder's Fees  . . . . . . . . . . .   74
        9.17 Business Conducted  . . . . . . . . . . . . . . . . . . . .   74
        9.18 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . .   74
        9.19 Sale and Leaseback Transactions . . . . . . . . . . . . . .   74
        9.20 New Subsidiaries  . . . . . . . . . . . . . . . . . . . . .   74
        9.21 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . .   74
        9.22 Capital Expenditures  . . . . . . . . . . . . . . . . . . .   74
        9.23 Coverage Ratio  . . . . . . . . . . . . . . . . . . . . . .   74
        9.24 Adjusted Tangible Net Worth . . . . . . . . . . . . . . . .   75
        9.25 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .   75
        9.26 Further Assurances  . . . . . . . . . . . . . . . . . . . .   75

   ARTICLE 10     CONDITIONS OF LENDING

        10.1 Conditions Precedent to Making of Loans on the Closing
             Date  . . . . . . . . . . . . . . . . . . . . . . . . . . .   75
        10.2 Conditions Precedent to Each Loan . . . . . . . . . . . . .   77

   ARTICLE 11     DEFAULT; REMEDIES

        11.1 Events of Default . . . . . . . . . . . . . . . . . . . . .   78
        11.2 Remedies  . . . . . . . . . . . . . . . . . . . . . . . . .   80

   ARTICLE 12     TERM AND TERMINATION

        12.1 Term and Termination  . . . . . . . . . . . . . . . . . . .   82

   ARTICLE 13     AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS;
                  SUCCESSORS

        13.1 No  Waivers Cumulative Remedies . . . . . . . . . . . . . .   82
        13.2 Amendments and Waivers  . . . . . . . . . . . . . . . . . .   82
        13.3 Assignments; Participations . . . . . . . . . . . . . . . .   83

   ARTICLE 14     THE AGENT

        14.1   Appointment and Authorization . . . . . . . . . . . . . .   85
        14.2   Delegation of Duties  . . . . . . . . . . . . . . . . . .   86
        14.3   Liability of Agent  . . . . . . . . . . . . . . . . . . .   86
        14.4   Reliance by Agent . . . . . . . . . . . . . . . . . . . .   86
        14.5   Notice of Default . . . . . . . . . . . . . . . . . . . .   87
        14.6   Credit Decision . . . . . . . . . . . . . . . . . . . . .   87
        14.7   Indemnification . . . . . . . . . . . . . . . . . . . . .   88
        14.8   Agent in Individual Capacity  . . . . . . . . . . . . . .   88
        14.9   Successor Agent . . . . . . . . . . . . . . . . . . . . .   88
        14.10  Withholding Tax . . . . . . . . . . . . . . . . . . . . .   89
        14.11  Reserved  . . . . . . . . . . . . . . . . . . . . . . . .   90
        14.12  Collateral Matters  . . . . . . . . . . . . . . . . . . .   90
        14.13  Restrictions on Actions by Lenders; Sharing of Payments .   91
        14.14  Agency for Perfection . . . . . . . . . . . . . . . . . .   91
        14.15  Payments by Agent to Lenders. . . . . . . . . . . . . . .   92
        14.16  Concerning the Collateral and the Related Loan Documents    92
        14.17  Field Audit and Examination Reports; Disclaimer by
               Lenders . . . . . . . . . . . . . . . . . . . . . . . . .   92

   ARTICLE 15     MISCELLANEOUS

        15.1   Cumulative Remedies; No Prior Recourse to Collateral  . .   93
        15.2   Severability  . . . . . . . . . . . . . . . . . . . . . .   94
        15.3   Governing Law; Choice of Forum; Service of Process; Jury
               Trial Waiver  . . . . . . . . . . . . . . . . . . . . . .   94
        15.4   WAIVER OF JURY TRIAL  . . . . . . . . . . . . . . . . . .   95
        15.5   Survival of Representations and Warranties  . . . . . . .   95
        15.6   Other Security and Guaranties . . . . . . . . . . . . . .   95
        15.7   Fees and Expenses . . . . . . . . . . . . . . . . . . . .   95
        15.8   Notices . . . . . . . . . . . . . . . . . . . . . . . . .   96
        15.9   Waiver of Notices . . . . . . . . . . . . . . . . . . . .   97
        15.10  Binding Effect  . . . . . . . . . . . . . . . . . . . . .   97
        15.11  Indemnity of the Agent and the Lenders by the Borrower  .   97
        15.13  Final Agreement . . . . . . . . . . . . . . . . . . . . .   98
        15.14  Counterparts  . . . . . . . . . . . . . . . . . . . . . .   99
        15.15  Captions  . . . . . . . . . . . . . . . . . . . . . . . .   99
        15.16  Right of Setoff . . . . . . . . . . . . . . . . . . . . .   99


                             EXHIBITS AND SCHEDULES


   EXHIBIT A-1    -  DIP FINANCING TERM SHEET

   EXHIBIT A-2    -  EMERGENCE FINANCING TERM SHEET

   EXHIBIT B      -  FORM OF BORROWING BASE CERTIFICATE

   EXHIBIT C      -  FINANCIAL STATEMENTS

   EXHIBIT D      -  FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

   SCHEDULE 1  -  NOTICE OF ASSIGNMENT AND ACCEPTANCE

   EXHIBIT E      -  NOTICE OF BORROWING

   EXHIBIT F      -  NOTICE OF CONVERSION/CONTINUATION


                                    EXHIBITS

   Exhibits                                                              Page

   Exhibit B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
   Exhibit A-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
   Exhibit A-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
   Exhibit C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
   Exhibit C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   73
   Exhibit D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   83
   Exhibit B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
   Exhibit A1  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
   Exhibit A2  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
   Exhibit C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
   Exhibit C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
   Exhibit D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82


                                    SCHEDULES

   Schedules                                                             Page

   Schedule 1.1A . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
   Schedule 1.1B . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
   Schedule 9.18 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
   Schedule 8.12 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
   Schedule 8.13 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
   Schedule 6.3  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
   Schedule 6.3  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
   Schedule 6.3  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
   Schedule 6.3  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   49
   Schedules 8.3, 8.5 or 8.13  . . . . . . . . . . . . . . . . . . . . .   62
   Schedule 8.3  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
   Schedule 8.4  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
   Schedule 8.5  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
   Schedule 8.5  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
   Schedule 8.9  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
   Schedule 8.12 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   Schedule 8.12 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   Schedule 8.13 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   Schedule 8.13 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   Schedule 8.13 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   Schedule 8.14 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   Schedule 8.15 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65
   Schedule 8.17 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   66
   Schedule 8.18 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   66
   Schedule 8.21 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
   Schedule 8.28 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
   Schedule 8.29 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
   Schedule 9.18 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   74
   Schedule 8.5  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   74
   Schedule 1  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3



                           LOAN AND SECURITY AGREEMENT

          Loan and Security Agreement,  dated as of January 14, 1998, among
   the financial institutions listed on the signature pages hereof (such
   financial institutions, together with their respective successors and
   assigns, are referred to hereinafter each individually as a "Lender" and
   collectively as the "Lenders"),  BankAmerica Business Credit, Inc., a
   Delaware corporation ("BABC") with an office at 40 East 52nd Street, New
   York, New York, as agent for the Lenders (in its capacity as agent, the
   "Agent"), and United States Leather, Inc., a Wisconsin corporation, with
   offices at 1403 West Bruce Street, Milwaukee, Wisconsin (the "Borrower").

                               W I T N E S S E T H

          WHEREAS, the Borrower has requested the Lenders to make available
   to the Borrower a revolving line of credit for loans and letters of credit
   in an amount not to exceed $55,000,000, which extensions of credit the
   Borrower will use to repay its existing senior secured indebtedness and
   for its working capital needs and general business purposes;

          WHEREAS, the Lenders have agreed to make available to the Borrower
   a revolving credit facility upon the terms and conditions set forth in
   this Agreement.

          NOW, THEREFORE, in consideration of the mutual conditions and
   agreements set forth in this Agreement, and for good and valuable
   consideration, the receipt of which is hereby acknowledged, the Lenders,
   the Agent, and the Borrower hereby agree as follows.

                                    ARTICLE 1

                        INTERPRETATION OF THIS AGREEMENT

     1.1  Definitions.  As used herein:

          "Accounts" means all of the Borrower's now owned or hereafter
   acquired or arising accounts, and any other rights to payment for the sale
   or lease of goods or rendition of services, whether or not they have been
   earned by performance.

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

          "ACH Settlement Risk Reserve" means any and all reserves which the
   Agent from time to time establishes, in its sole discretion, with respect
   to ACH Transactions.

          "ACH Transactions" means all debts, liabilities, and obligations
   now or hereafter owing from the Borrower to Bank of America arising from
   or related to the automatic clearing house transfer of funds by Bank of
   America for the account of the Borrower pursuant to agreement or
   overdrafts.

          "Adjusted Tangible Assets" means all of the Borrower's and its
   consolidated Subsidiaries' assets except:  (a) deferred assets, other than
   prepaid insurance and prepaid taxes; (b) patents, copyrights, trademarks,
   trade names, franchises, goodwill, and other similar intangibles; (c)
   Restricted Investments; (d) unamortized debt discount and expense; (e)
   assets of the Borrower or any consolidated Subsidiary constituting
   Intercompany Accounts; and (f) fixed assets to the extent of any write-up
   in the book value thereof resulting from a revaluation effective after the
   Closing Date.

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

          "Affiliate" means, as to any Person, any other Person which,
   directly or indirectly, is in control of, is controlled by, or is under
   common control with, such Person or which owns, directly or indirectly,
   ten percent (10%) or more of the outstanding equity interest of such
   Person. A Person shall be deemed to control another Person if the
   controlling Person possesses, directly or indirectly, the power to direct
   or cause the direction of the management and policies of the other Person,
   whether through the ownership of voting securities, by contract, or
   otherwise.

          "Agent" means BankAmerica Business Credit, Inc., solely in its
   capacity as agent for the Lenders, and any successor agent.

          "Agent Advances" has the meaning specified in Section 2.2(i).

          "Agent's Liens" means the Liens granted to the Agent, for the
   ratable benefit of the Lenders, BABC, and Agent pursuant to this Agreement
   and the other Loan Documents.

          "Agent-Related Persons" means the Agent and any successor agent,
   together with their respective Affiliates, and the officers, directors,
   employees, agents and attorneys-in-fact of such Persons and Affiliates.

          "Agreement" means this Loan and Security Agreement.

          "Anniversary Date" means each anniversary of the Closing Date.

          "Applicable Margin" means, with respect to any Loan, except as
   otherwise provided in the immediately succeeding sentence the amount set
   forth below which corresponds to the Coverage Ratio set forth below for
   the four (4) fiscal quarter period of the Borrower ended with the most
   recent fiscal quarter of the Borrower for which the Agent receives the
   financial statements and Coverage Ratio Certificate required below,
   determined and adjusted as provided herein.  On the Closing Date and
   thereafter until the DIP Facility (as defined in the DIP Financing Term
   Sheet) shall have become effective, the Libor Applicable Margin shall be
   3.00% and the Base Rate Applicable Margin shall be 1.25% and each shall
   thereafter be adjusted after each delivery to the Agent of the quarterly
   financial statements of the Borrower and its Subsidiaries required
   pursuant to Section 7.2(c) for each quarter together with the
   corresponding Coverage Ratio Certificate for the four fiscal quarter
   period ending on the last day of such fiscal quarter, each such adjustment
   to be effective on the first day of the first full calendar month after
   each such delivery.

                                 Libor Applicable          Base Rate
    Coverage Ratio                    Margin           Applicable Margin

    Greater than 1.60 to 1.00           2.00%                      .25%

    Greater than 1.15 to 1.00
    but less than or equal to
    1.60 to 1.00                        2.25%                      .50%

    Less than or equal to 1.15
    to 1.00                             2.50%                     1.00%


          Notwithstanding anything in this definition to the contrary, (i) in
   the event that the Agent shall fail to receive any such financial
   statements and the related Coverage Ratio Certificate for any fiscal
   quarter of the Borrower within forty-five (45) days following the end of
   such fiscal quarter (within ninety (90) days following the end of such
   fiscal quarter if such fiscal quarter is the last fiscal quarter of any
   Fiscal Year), then the Applicable Margin shall, at the end of such forty-
   fifth or ninetieth day, as appropriate, immediately and without notice or
   further action be the highest Applicable Margin provided herein (such
   Applicable Margin to be in effect until the first day of the first full
   calendar month after the Agent receives the quarterly financial statements
   of the Borrower and its Subsidiaries required under Section 7.2(c) for the
   most recent fiscal quarter of the Borrower and the related Coverage Ratio
   Certificate) and (ii) in the event that, with respect to any four (4)
   fiscal quarter period of the Borrower which shall be a Fiscal Year, the
   audited financial statements of the Borrower and its Subsidiaries required
   under Section 7.2(a) for such Fiscal Year shall indicate a Coverage Ratio
   for such four (4) fiscal quarter period (as determined by the Agent) less
   than that reflected in the Coverage Ratio Certificate delivered to the
   Agent for such four (4) fiscal quarter period, the Applicable Margin shall
   be adjusted retroactively (to the effective date of the Applicable Margin
   which was determined based upon the delivery of such Coverage Ratio
   Certificate and the related quarterly financial statements of the Borrower
   delivered pursuant to Section 7.2(c) for the last quarter of such four (4)
   fiscal quarter period) to reflect an Applicable Margin based upon the
   Coverage Ratio determined from the audited financial statements and the
   Borrower shall make payments to the Agent on behalf of the Lenders to
   reflect such adjustment.

          "Assigned Contracts" means, collectively, all of the Borrower's
   rights and remedies under, and all moneys and claims for money due or to
   become due to the Borrower under those contracts set forth on Schedule
   1.1A, and any other material contracts, and any and all amendments,
   supplements, extensions, and renewals thereof including, without
   limitation, all rights and claims of the Borrower now or hereafter
   existing:  (i) under any insurance, indemnities, warranties, and
   guarantees provided for or arising out of or in connection with any of the
   foregoing agreements; (ii) for any damages arising out of or for breach or
   default under or in connection with any of the foregoing contracts ; (iii)
   to all other amounts from time to time paid or payable under or in
   connection with any of the foregoing agreements; or (iv) to exercise or
   enforce any and all covenants, remedies, powers and privileges thereunder.

          "Assignee" has the meaning specified in Section 13.3(a).

          "Assignment and Acceptance" has the meaning specified in Section
   13.3(a).

          "Attorney Costs" means and includes all reasonable fees, expenses
   and disbursements of any law firm or other external counsel engaged by the
   Agent, the allocated cost of internal legal services of the Agent and all
   expenses and disbursements of internal counsel of the Agent.

          "Availability" means, at any time, (a) the lesser of (i) the
   Maximum Revolver Amount or (ii) the sum of (A) eighty-five percent (85%)
   of the Net Amount of Eligible Accounts; plus (B) sixty-five percent (65%)
   of the value of Eligible Inventory consisting of finished goods and raw
   materials (excluding chemicals); plus (C) forty percent (40%) of the value
   of Eligible Inventory consisting of chemicals that are raw material
   inventory; plus (D) sixty percent (60%) of the value of Eligible Inventory
   consisting of work-in-process; plus  (E) without duplication, fifty-five
   percent (55%) of the value of Inventory (other than chemicals) which meets
   all of the criteria for Eligible Inventory except that it is in transit
   and covered under a merchandise Letter of Credit; provided, that at no
   time shall the sum of outstanding Revolving Loans based upon the value of
   Eligible Inventory and Inventory covered under merchandise Letters of
   Credit in accordance with clauses (B), (C), (D) and (E) above exceed
   $35,000,000 and, provided further that at no time shall the value of
   Eligible Inventory consisting of work-in-process under clause (D) above
   (excluding the value of "wet blue" Inventory) exceed 40% of the sum of the
   values of Eligible Inventory under clauses (B), (C) and (D) above; minus
   (b) the sum of (i) the unpaid balance of Revolving Loans at such time,
   (ii) the aggregate amount of Pending Revolving Loans at such time,
   (iii) the aggregate undrawn amount of all outstanding Letters of Credit,
   (iv) the aggregate amount of any unpaid reimbursement obligations in
   respect of the Letters of Credit, (v) reserves for accrued interest on the
   Obligations, (vi) the Environmental Compliance Reserve, (vii) ACH
   Settlement Risk Reserve, (viii) amounts due suppliers of hides in excess
   of the undrawn amounts of letters of credit in such suppliers favor, to
   the extent such suppliers have liens on any inventory or other assets of
   Borrower, (ix) the Supplemental Reserve and (x) all other reserves which
   the Agent deems necessary in the exercise of its reasonable credit
   judgment to maintain with respect to the Borrower's account, including,
   without limitation, reserves for any amounts which the Agent or any Lender
   may be obligated to pay in the future for the account of the Borrower.

          "BABC" means BankAmerica Business Credit, Inc.

          "BABC Loan" and "BABC Loans" have the meanings specified in Section
   2.2(h).
          "Bank of America" means Bank of America National Trust and Savings
   Association, a national banking association, or any successor entity
   thereto.

          "Bankruptcy Code" means Title 11 of the United States Code (11
   U.S.C. Section  101 et seq.).

          "Base Rate" means, for any day, the rate of interest in effect for
   such day as publicly announced from time to time by Bank of America in San
   Francisco, California, as its "reference rate" (the "reference rate" being
   a rate set by Bank of America based upon various factors including Bank of
   America's costs and desired return, general economic conditions and other
   factors, and is used as a reference point for pricing some loans, which
   may be priced at, above, or below such announced rate).  Any change in the
   reference rate announced by Bank of America shall take effect at the
   opening of business on the day specified in the public announcement of
   such change.  Each Interest Rate based upon the Base Rate shall be
   adjusted simultaneously with any change in the Base Rate.

          "Base Rate Revolving Loan" means a Revolving Loan during any period
   in which it bears interest based on the Base Rate.

          "Borrowing" means a borrowing hereunder consisting of Revolving
   Loans made on the same day by the Lenders to the Borrower (or by BABC in
   the case of a Borrowing funded by BABC Loans) or by the Agent in the case
   of a Borrowing consisting of an Agent Advance.

          "Borrowing Base Certificate"  means a certificate by a Responsible
   Officer of the Borrower, substantially in the form of Exhibit B (or
   another form acceptable to the Agent) setting forth the calculation of the
   Availability, including a calculation of each component thereof, as of the
   close of business no more than five (5) Business Days prior to the date of
   such certificate, all in such detail as shall be satisfactory to the
   Agent.  All calculation of Availability in connection with the preparation
   of any Borrowing Base Certificate shall originally be made by the Borrower
   and certified to the Agent; provided, that the Agent shall have the right
   to review and adjust, in the exercise of its reasonable credit judgment,
   any such calculation (1) to reflect its reasonable estimate of declines in
   value of any of the Collateral described therein, and (2) to the extent
   that such calculation is not in accordance with this Agreement.

          "Business Day"  means (a) any day that is not a Saturday, Sunday,
   or a day on which banks in San Francisco, California, are required or
   permitted to be closed, and (b) with respect to all notices,
   determinations, fundings and payments in connection with the LIBOR Rate or
   LIBOR Rate Loans, any day that is a Business Day pursuant to clause (a)
   above and that is also a day on which trading is carried on by and between
   banks in the London interbank market.

          "Capital Adequacy Regulation" means any guideline, request or
   directive of any central bank or other Governmental Authority, or any
   other law, rule or regulation, whether or not having the force of law, in
   each case, regarding capital adequacy of any bank or of any corporation
   controlling a bank.

          "Capital Expenditures" means all payments due (whether or not paid)
   in respect of the cost of any fixed asset or improvement, or replacement,
   substitution, or addition thereto,  which has a useful life of more than
   one year, including, without limitation, those costs arising in connection
   with the direct or indirect acquisition of such asset by way of increased
   product or service charges or offset items or in connection with a Capital
   Lease and also including, without limitation, all expenditures in respect
   of hardware and software for computer systems.  With respect to financed
   Capital Expenditures, any interest expense on the financed portion of the
   Capital Expenditure will not be included as a Capital Expenditure.

          "Capital Lease" means any lease of property by the Borrower which,
   in accordance with GAAP, is or should be reflected as a capital lease on
   the balance sheet of Borrower.

          "Change of Control" means (a) Borrower shall no longer own 100% of
   all classes of capital stock of Clarke or (b) Holdings shall no longer own
   100% of all classes of capital stock of Borrower or (c) Leather U.S., Inc.
   shall no longer own 100% of all classes of capital stock of Holdings, or
   (d) any Person other than Equitable and its Affiliates and funds managed
   by Equitable or its Affiliates shall acquire 20% or more of the capital
   stock of Leather U.S., Inc., or (e) Equitable and its Affiliates and funds
   managed by Equitable or its Affiliates shall sell more than 35% of the
   capital stock of Leather U.S., Inc.

          "Clarke" means A. R. Clarke Limited, a Canadian corporation.

          "Closing Date" means the date of this Agreement.

          "Closing Fee" has the meaning specified in Section 3.4.

          "Code" means the Internal Revenue Code of 1986, as amended from
   time to time, and any successor statute, and regulations promulgated
   thereunder.

          "Collateral" has the meaning specified in Section 6.1.

          "Commitment" means, at any time with respect to a Lender, the
   principal amount set forth beside such Lender's name under the heading
   "Commitment" on the signature pages of this Agreement or on the signature
   page of the Assignment and Acceptance pursuant to which such Lender became
   a Lender hereunder in accordance with the provisions of Section 13.3, as
   such Commitment may be adjusted from time to time in accordance with the
   provisions of Section 13.3, and "Commitments" means, collectively, the
   aggregate amount of the commitments of all of the Lenders.

          "Contaminant" means any waste, pollutant, hazardous substance,
   toxic substance, hazardous waste, special waste, petroleum or petroleum-
   derived substance or waste, asbestos in any form or condition,
   polychlorinated biphenyls ("PCBs"), or any constituent of any such
   substance or waste.

          "Coverage Ratio" means, for any four fiscal quarter period, the
   ratio of (a) EBITDA for such period to (b) Fixed Charges for such period.

          "Coverage Ratio Certificate" means a certificate of a Responsible
   Officer of the Borrower setting forth the Coverage Ratio for the four (4)
   fiscal quarter period of the Borrower ending on the last day of each
   fiscal quarter of the Borrower, together with such supporting
   documentation and calculations as the Agent may reasonably request with
   respect to such Coverage Ratio.

          "Credit Support" has the meaning specified in Section 2.4(a).

          "Debt" means all liabilities, obligations and indebtedness of the
   Borrower to any Person, of any kind or nature, now or hereafter owing,
   arising, due or payable, howsoever evidenced, created, incurred, acquired
   or owing, whether primary, secondary, direct, contingent, fixed or
   otherwise, and including, without in any way limiting the generality of
   the foregoing:  (i) the Borrower's liabilities and obligations to trade
   creditors; (ii) all Obligations; (iii) all obligations and liabilities of
   any Person secured by any Lien on the Borrower's property, even though the
   Borrower shall not have assumed or become liable for the payment thereof;
   provided, however, that all such obligations and liabilities which are
   limited in recourse to such property shall be included in Debt only to the
   extent of the book value of such property as would be shown on a balance
   sheet of the Borrower prepared in accordance with GAAP; (iv) all
   obligations or liabilities created or arising under any Capital Lease or
   conditional sale or other title retention agreement with respect to
   property used or acquired by the Borrower, even if the rights and remedies
   of the lessor, seller or lender thereunder are limited to repossession of
   such property; provided, however, that all such obligations and
   liabilities which are limited in recourse to such property shall be
   included in Debt only to the extent of the book value of such property as
   would be shown on a balance sheet of the Borrower prepared in accordance
   with GAAP; (v) all accrued pension fund and other employee benefit plan
   obligations and liabilities; (vi) all obligations and liabilities under
   Guaranties; and (vii) deferred taxes.

          "Debt For Borrowed Money" means Debt for borrowed money or as
   evidenced by notes, bonds, debentures or similar evidences of any such
   Debt of such Person, the deferred and unpaid purchase price of any
   property or business (other than trade accounts payable incurred in the
   ordinary course of business and  constituting current liabilities) and all
   obligations under Capital Leases.

          "Default" means any event or circumstance which, with the giving of
   notice, the lapse of time, or both, would (if not cured or otherwise
   remedied during such time) constitute an Event of Default.

          "Defaulting Lender" has the meaning specified in Section
   2.2(g)(ii).

          "Default Rate" means a fluctuating per annum interest rate at all
   times equal to the sum of (a) the otherwise applicable Interest Rate plus
   (b) two percent (2%).  Each Default Rate shall be adjusted simultaneously
   with any change in the applicable Interest Rate.  In addition, with
   respect to Letters of Credit, the Default Rate shall mean an increase in
   the Letter of Credit Fee by two percentage points.

          "DIP Financing Term Sheet" means the DIP Financing Term Sheet
   attached as Exhibit A-1 hereto.

          "Distribution" means, in respect of any corporation: (a) the
   payment or making of any dividend or other distribution of property in
   respect of capital stock (or any options or warrants for such stock) of
   such corporation, other than distributions in capital stock (or any
   options or warrants for such stock) of the same class; or (b) the
   redemption or other acquisition of any capital stock (or any options or
   warrants for such stock) of such corporation.

          "DOL" means the United States Department of Labor or any successor
   department or agency.

          "Dollar" and "$" means dollars in the lawful currency of the United
   States.

          "EBITDA" means, with respect to any fiscal period of the Borrower,
   the Borrower's net income after provision for income taxes for such fiscal
   period, as determined in accordance with GAAP and reported on the
   Financial Statements for such period, excluding any and all of the
   following included in such net income:  (a) gain or loss arising from the
   sale of any capital assets; (b) gain arising from any write-up in the book
   value of any asset; (c) earnings of any corporation, substantially all the
   assets of which have been acquired by the Borrower in any manner, to the
   extent realized by such other corporation prior to the date of
   acquisition; (d) earnings of any business entity in which the Borrower has
   an ownership interest unless (and only to the extent) such earnings shall
   actually have been received by the Borrower in the form of cash
   distributions; provided that earnings of Clarke, in an amount of up to
   $3,000,000 in any Fiscal Year, will not be excluded regardless of whether
   such earnings actually have been received by the Borrower; (e) earnings of
   any Person to which assets of the Borrower shall have been sold,
   transferred or disposed of, or into which the Borrower shall have been
   merged, or which has been a party with the Borrower to any consolidation
   or other form of reorganization, prior to the date of such transaction;
   (f) gain arising from the acquisition of debt or equity securities of the
   Borrower or from cancellation or forgiveness of Debt; (g) gain or loss
   arising from extraordinary items, as determined in accordance with GAAP,
   or from any other non-recurring transaction; (h) non-cash writedowns of
   fixed assets and (i) the sum of the provisions for income taxes, interest
   expense, depreciation and amortization expense, other non-cash charges,
   the effect of accounting changes and extraordinary items, in each case, to
   the extent deducted in determining net income for such period.

          "Eligible Accounts" means all Accounts of the Borrower which the
   Agent in the exercise of its reasonable commercial discretion determines
   to be Eligible Accounts.  Without limiting the discretion of the Agent to
   establish other criteria of ineligibility, Eligible Accounts 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 it is more than 60 days
   past due;

               (b)  with respect to which any of the representations,
   warranties, covenants, and agreements contained in Section 6.8 are not or
   have ceased to be complete and correct or have been breached;

               (c)  with respect to which, 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;

               (d)  which represents a progress billing (as hereinafter
   defined) or as to which the Borrower has extended the time for payment
   upon notice to the Agent (but in no event beyond 90 days from invoice
   date); 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 the Borrower's completion of any further performance
   under the contract or agreement;

               (e)  as to which any one or more of the following events has
   occurred with respect 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 Account
   Debtor; the sale, assignment, or transfer of all or any material part 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;

               (f)  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 the other criteria set forth
   herein or otherwise established by the Agent in accordance with this
   Agreement;

               (g)  owed by an Account Debtor which: (i) does not maintain
   its chief executive office in the United States or Canada; or (ii) is not
   organized under the laws of the United States or any state thereof or
   Canada or any 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 (A) to the extent
   that such Account is secured or payable by a letter of credit or guaranty
   satisfactory to the Agent in its discretion; or (B) is otherwise
   acceptable to the Agent in its discretion; or (C) is an account owing by
   the Account Debtors listed on Schedule 1.1B;

               (h)  owed by an Account Debtor which is an Affiliate or
   employee of the Borrower;

               (i)  except as provided in (k) below, as 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;

               (j)  which is owed by an Account Debtor to which the Borrower
   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 any other Account due from such Account Debtor; but in each
   such case only to the extent of such indebtedness, setoff, recoupment,
   dispute, or claim;

               (k)  which is 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. Section  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;

               (l)  which is owed by any state, municipality, or other
   political subdivision of the United States of America, or any department,
   agency, public corporation, or other instrumentality thereof and as to
   which the Agent determines that its Lien therein is not or cannot be
   perfected;

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

               (n)  which is evidenced by a promissory note or other
   instrument or by chattel paper;

               (o)  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;

               (p)  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 the 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

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

               (r)  as 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 the
   Borrower, and, if applicable, accepted by the Account Debtor, or the
   Account Debtor revokes its acceptance of such goods or services;

               (s)  is owed by an Account Debtor which is obligated to the
   Borrower respecting Accounts the aggregate unpaid balance of which exceeds
   fifteen (15%) percent of the aggregate unpaid balance of all Accounts owed
   to the Borrower at such time by all of the Borrower's Account Debtors, but
   only to the extent of such excess;

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

               (u)  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 by
   reason of any of the foregoing exclusions or any failure to meet any other
   eligibility criteria established by the Agent in the exercise of its
   reasonable discretion then such Account shall promptly be excluded from
   the calculation of Eligible Accounts.

          "Eligible Inventory" means Inventory, valued at the lower of cost
   (on a FIFO basis) or market, that constitutes raw materials, work in
   process and finished goods and that, unless the Agent in its sole
   discretion elects,: (a) is not, in the Agent's reasonable opinion,
   obsolete, slow moving, or unmerchantable; (b) is located at premises owned
   by the Borrower or on premises otherwise reasonably acceptable to the
   Agent, provided, however, that Inventory located on premises leased to the
   Borrower shall not be Eligible Inventory unless the Borrower shall have
   delivered to the Agent a written waiver, duly executed on behalf of the
   appropriate landlord and in form and substance acceptable to the Agent, of
   all Liens which the landlord for such premises may be entitled to assert
   against such Inventory; (c) upon which the Agent for the benefit of the
   Lenders has a first priority perfected security interest; (d) is not spare
   parts, service parts, used parts, packaging and shipping materials,
   supplies, bill-and-hold Inventory, returned or defective Inventory, or
   Inventory delivered to the Borrower on consignment; and (e) the Agent, in
   the exercise of its reasonable commercial discretion,  deems eligible as
   the basis for Revolving Loans based on such collateral and credit criteria
   as the Agent may from time to time establish.  If any Inventory at any
   time ceases to be Eligible Inventory, such Inventory shall promptly be
   excluded from the calculation of Eligible Inventory.  Defective or slow
   moving Inventory that has been written down to a net realizable value
   acceptable to the Agent may be included as part of Eligible Inventory.

          "Emergence Financing Term Sheet" means the Emergence Financing Term
   Sheet attached as Exhibit A-2 hereto.

          "Environmental Claims" means all claims, however asserted, by any
   Governmental Authority or other Person alleging potential liability or
   responsibility for violation of any Environmental Law, or for release or
   injury to the environment.

          "Environmental Compliance Reserve" means any reserves which the
   Agent, after the Closing Date,  establishes from time to time for amounts
   that are reasonably likely to be expended by the Borrower in order for the
   Borrower and its operations and property (a) to comply with any notice
   from a Governmental Authority asserting material non-compliance with
   Environmental Laws, or (b) to correct any such material non-compliance
   identified in a report delivered to the Agent and the Lenders pursuant to
   Section 9.7.

          "Environmental Laws" means all federal, state or local laws,
   statutes, common law duties, rules, regulations, ordinances and codes,
   together with all administrative orders, directed duties, requests,
   licenses, authorizations and permits of, and agreements with, any
   Governmental Authority, in each case relating to environmental, health,
   safety and land use matters.

          "Environmental Lien" means a Lien in favor of any  Governmental
   Authority for (1) any liability under any Environmental Laws, or
   (2) damages arising from, or costs incurred by such Governmental Authority
   in response to, a Release or threatened Release of a Contaminant into the
   environment.

          "Environmental Property Transfer Act" means any applicable
   requirement of law that conditions, restricts, prohibits or requires any
   notification or disclosure triggered by the closure of any property or the
   transfer, sale or lease of any property or deed or title for any property
   for environmental reasons, including, but not limited to, any so-called
   "Environmental Cleanup Responsibility Acts" or "Responsible Property
   Transfer Acts."

          "Equipment" means all of the Borrower's now owned and hereafter
   acquired machinery, equipment, furniture, furnishings, fixtures, and other
   tangible personal property (except Inventory), including motor vehicles
   with respect to which a certificate of title has been issued, aircraft,
   dies, tools, jigs, and office equipment, as well as all of such types of
   property leased by the Borrower and all of the Borrower's rights and
   interests with respect thereto under such leases (including, without limi-
   tation, options to purchase); together with all present and future
   additions and accessions thereto, replacements therefor, component and
   auxiliary parts and supplies used or to be used in connection therewith,
   and all substitutes for any of the foregoing, and all manuals, drawings,
   instructions, warranties and rights with respect thereto; wherever any of
   the foregoing is located.

          "Equitable" means The Equitable Life Assurance Society of the
   United States.

          "ERISA" means the Employee Retirement Income Security Act of 1974,
   and regulations promulgated thereunder.

          "ERISA Affiliate" means any trade or business (whether or not
   incorporated) under common control with the Borrower within the meaning of
   Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code
   for purposes of provisions relating to Section 412 of the Code) but not
   including Equitable or its Affiliates.

          "ERISA Event" means (a) a Reportable Event with respect to a
   Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from
   a Pension Plan subject to Section 4063 of ERISA during a plan year in
   which it was a substantial employer (as defined in Section 4001(a)(2) of
   ERISA) or a cessation of operations which is treated as such a withdrawal
   under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by
   the Borrower or any ERISA Affiliate from a Multi-employer Plan or
   notification that a Multi-employer Plan is in reorganization; (d) the
   filing of a notice of intent to terminate, the treatment of a Plan
   amendment as a termination under Section 4041 or 4041A of ERISA, or the
   commencement of proceedings by the PBGC to terminate a Pension Plan or
   Multi-employer Plan; (e) an event or condition which might reasonably be
   expected to constitute grounds under Section 4042 of ERISA for the
   termination of, or the appointment of a trustee to administer, any Pension
   Plan or Multi-employer Plan; or (f) the imposition of any liability under
   Title IV of ERISA, other than PBGC premiums due but not delinquent under
   Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

          "Event of Default" has the meaning specified in Section 11.1.

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

          "FDIC" means the Federal Deposit Insurance Corporation, and any
   Governmental Authority succeeding to any of its principal functions.

          "Federal Funds Rate" means, for any day, the rate set forth in the
   weekly statistical release designated as H.15(519), or any successor
   publication, published by the Federal Reserve Bank of New York (including
   any such successor, "H.15(519)") on the preceding Business Day opposite
   the caption "Federal Funds (Effective)"; or, if for any relevant day such
   rate is not so published on any such preceding Business Day, the rate for
   such day will be the arithmetic mean as determined by the Agent of the
   rates for the last transaction in overnight Federal funds arranged prior
   to 9:00 a.m. (New York City time) on that day by each of three leading
   brokers of Federal funds transactions in New York City selected by the
   Agent.

          "Federal Reserve Board" means the Board of Governors of the Federal
   Reserve System or any successor thereto.

          "Financial Statements" means, according to the context in which it
   is used, the financial statements referred to in Section 8.6 or any other
   financial statements required to be given to the Lenders pursuant to this
   Agreement.

          "Fiscal Year" means the Borrower's fiscal year for financial
   accounting purposes.  The current Fiscal Year of the Borrower will end on
   December 31, 1998.

          "Fixed Assets" means Equipment and Real Estate of the Borrower.

          "Fixed Charges" means for the Borrower for any period of
   determination the sum of (i) cash interest expense, (ii) principal
   payments on account of all Debt for Borrowed Money having an original
   maturity greater than one year, (iii) Capital Expenditures, (iv) cash
   payments on account of income taxes and (v) all other cash payments in
   connection with or in contemplation of Borrower's restructuring or
   proposed Chapter 11 case.

          "Funding Date" means the date on which a Borrowing occurs.

          "GAAP" means generally accepted accounting principles set forth
   from time to time in the opinions and pronouncements of the Accounting
   Principles Board and the American Institute of Certified Public
   Accountants and statements and pronouncements of the Financial Accounting
   Standards Board (or agencies with similar functions of comparable stature
   and authority within the U.S. accounting profession), which are applicable
   to the circumstances as of the Closing Date.

          "General Intangibles" means all of the Borrower's now owned or
   hereafter acquired general intangibles, choses in action and causes of
   action and all other intangible personal property of the Borrower of every
   kind and nature (other than Accounts), including, without limitation, all
   contract rights, Proprietary Rights, corporate or other business records,
   inventions, designs, blueprints, plans, specifications, patents, patent
   applications, trademarks, service marks, trade names, trade secrets,
   goodwill, copyrights, computer software, customer lists, registrations,
   licenses, franchises, tax refund claims, any funds which may become due to
   the Borrower in connection with the termination of any Plan or other
   employee benefit plan or any rights thereto and any other amounts payable
   to the Borrower from any Plan or other employee benefit plan, rights and
   claims against carriers and shippers, rights to indemnification, business
   interruption insurance and proceeds thereof, property, casualty or any
   similar type of insurance and any proceeds thereof, proceeds of insurance
   covering the lives of key employees on which the Borrower is beneficiary,
   and any letter of credit, guarantee, claim, security interest or other
   security held by or granted to the Borrower.

          "Governmental Authority" means any nation or government, any state
   or other political subdivision thereof, any central bank (or similar
   monetary or regulatory authority) thereof, any entity exercising
   executive, legislative, judicial, regulatory or administrative functions
   of or pertaining to government, and any corporation or other entity owned
   or controlled, through stock or capital ownership or otherwise, by any of
   the foregoing.

          "Guaranty" means, with respect to any Person, all obligations of
   such Person which in any manner directly or indirectly guarantee or
   assure, or in effect guarantee or assure, the payment or performance of
   any indebtedness, dividend or other obligations of any other Person (the
   "guaranteed obligations"), or assure or in effect assure the holder of the
   guaranteed obligations against loss in respect thereof, including, without
   limitation, any such obligations incurred through an agreement, contingent
   or otherwise: (a) to purchase the guaranteed obligations or any property
   constituting security therefor; (b) to advance or supply funds for the
   purchase or payment of the guaranteed obligations or to maintain a working
   capital or other balance sheet condition; or (c) to lease property or to
   purchase any debt or equity securities or other property or services.

          "Intercompany Accounts" means all assets and liabilities, however
   arising, which are due to the Borrower from, which are due from the
   Borrower to, or which otherwise arise from any transaction by the Borrower
   with, any Affiliate.

          "Interest Period" means, as to any LIBOR Rate Loan, the period
   commencing on the Funding Date of such Loan or on the
   Conversion/Continuation Date on which the Loan is converted into or
   continued as a LIBOR Rate Loan, and ending on the date one, two, or three
   months thereafter as selected by the Borrower in its Notice of Borrowing
   or Notice of Conversion/Continuation; provided that:

               (i)  if any Interest Period would otherwise end on a day that
   is not a Business Day, that Interest Period shall be extended to the
   following Business Day unless the result of such extension would be to
   carry such Interest Period into another calendar month, in which event
   such Interest Period shall end on the preceding Business Day;

               (ii) any Interest Period pertaining to a LIBOR Rate Loan that
   begins on the last Business Day of a calendar month (or on a day for which
   there is no numerically corresponding day in the calendar month at the end
   of such Interest Period) shall end on the last Business Day of the
   calendar month at the end of such Interest Period; and

               (iii)     no Interest Period shall extend beyond the Stated
   Termination Date.

          "Interest Rate" means each or any of the interest rates, including
   the Default Rate, set forth in Section 3.1.

          "Inventory" means all of the Borrower's now owned and hereafter
   acquired inventory, goods and merchandise, wherever located, to be
   furnished under any contract of service or held for sale or lease, all
   returned goods, raw materials, work in process, other materials and
   supplies of any kind, nature or description which are or might be consumed
   in the Borrower's business or used in connection with the packing,
   shipping, advertising, selling or finishing of such goods, merchandise and
   such other personal property, and all documents of title or other
   documents representing them.

          "IRS" means the Internal Revenue Service and any Governmental
   Authority succeeding to any of its principal functions under the Code.

          "Latest Projections" means:  (a) on the Closing Date and thereafter
   until the Agent receives new projections pursuant to Section 7.2(f), the
   projections of the Borrower's financial condition, results of operations,
   and cash flow, for the period commencing on January 1, 1997 and ending on
   December 31, 1998 and delivered to the Agent prior to the Closing Date;
   and (b) thereafter, the projections most recently received by the Agent
   pursuant to Section 7.2(f).

          "Lender" and "Lenders" have the meanings specified in the
   introductory paragraph hereof and shall include the Agent to the extent of
   any Agent Advance outstanding and BABC to the extent of any BABC Loan
   outstanding; provided that no such Agent Advance or BABC Loan shall be
   taken into account in determining any Lender's Pro Rata Share.

          "Letter of Credit" means a letter of credit issued or caused to be
   issued for the account of the Borrower pursuant to Section 2.4.

          "Letter of Credit Fee" has the meaning specified in Section 3.6.

          "LIBOR Rate" means, for any Interest Period, with respect to LIBOR
   Rate Loans comprising part of the same Borrowing, the rate of interest per
   annum (rounded upward to the next 1/1000th of 1.0%) determined by the
   Agent as follows:

     LIBOR Rate  =            LIBOR
                    1.00 - Eurodollar Reserve Percentage

     Where,

               "Eurodollar Reserve Percentage" means for any day for
          any Interest Period the maximum reserve percentage
          (expressed as a decimal, rounded upward to the next 1/100th
          of 1%) in effect on such day (whether or not applicable to
          any Lender) under regulations issued from time to time by
          the Federal Reserve Board for determining the maximum
          reserve requirement (including any emergency, supplemental
          or other marginal reserve requirement) with respect to
          Eurocurrency funding (currently referred to as "Eurocurrency
          liabilities"); and

               "LIBOR" means the rate of interest per annum (rounded
          upward to the next 1/16th of 1%) notified to the Agent by
          Bank of America as the rate of interest at which dollar
          deposits in the approximate amount of the Loan to be made or
          continued as, or converted into, a LIBOR Rate Loan and
          having a maturity comparable to such Interest Period would
          be offered by Bank of America's applicable lending office to
          major banks in the London eurodollar market at approximately
          11:00 a.m. (London time) two Business Days prior to the
          commencement of such Interest Period.

          "LIBOR Revolving Loan" or "LIBOR Rate Loan" means a Revolving Loan
   during any period in which it bears interest based on the LIBOR Rate.

          "Lien" means:  (a) any interest in property securing an obligation
   owed to, or a claim by, a Person other than the owner of the property,
   whether such interest is based on the common law, statute, or contract,
   and including without limitation, a security interest, charge, claim, or
   lien arising from a mortgage, deed of trust, encumbrance, pledge,
   hypothecation, assignment, deposit arrangement, agreement, security
   agreement, conditional sale or trust receipt or a lease, consignment or
   bailment for security purposes; and (b) to the extent not included under
   clause (a), any reservation, exception, encroachment, easement, right-of-
   way, covenant, condition, restriction, lease or other title exception or
   encumbrance affecting property.

          "Loan Account" means the loan account of the Borrower, which
   account shall be maintained by the Agent.

          "Loan Documents" means this Agreement, the Patent and Trademark
   Agreements, the Mortgages, the Parent Guaranty, the Parent Pledge
   Agreement, the Pledge Agreement, and any other agreements, instruments,
   and documents heretofore, now or hereafter evidencing, securing,
   guaranteeing or otherwise relating to the Obligations, the Collateral, or
   any other aspect of the transactions contemplated by this Agreement.

          "Loans" means, collectively, all loans and advances provided for in
   Article 2.

          "Majority Lenders" means at anytime Lenders whose Pro Rata shares
   aggregate more than 50% of the Commitments or, if no Commitments shall
   then be in effect, Lenders who hold more than 50% of the aggregate
   principal amount of the Loans then outstanding.

          "Margin Stock" means "margin stock" as such term is defined in
   Regulation G, T, U  or X of the Federal Reserve Board.

          "Material Adverse Effect" means (a) a material adverse change in,
   or a material adverse effect upon, the operations, business, properties,
   condition (financial or otherwise) or prospects of the Borrower or the
   Collateral; (b) a material impairment of the ability of the Borrower to
   perform under any Loan Document and to avoid any Event of Default; or (c)
   a material adverse effect upon the legality, validity, binding effect or
   enforceability against the Borrower of any Loan Document.

          "Maximum Revolver Amount" means $55,000,000.

          "Mortgages" means: (a) each Mortgage, Security Agreement, and
   Assignments of Leases and Rents dated the date hereof between the Borrower
   and the Agent and delivered to the Agent; and (b) all other real property
   mortgages, leasehold mortgages, assignments of leases, mortgage deeds,
   deeds of trust, deeds to secure debt, security agreements, and other
   similar instruments hereafter entered into which provide the Agent a lien,
   for the benefit of the Agent and Lenders, on or other interest in any
   portion of the Premises or the Real Estate or which relate to any such
   Lien or interest.

          "Multi-employer Plan" means a "multi-employer plan" as defined in
   Section 4001(a)(3) of ERISA which is or was at any time during the current
   year or the immediately preceding six (6) years contributed to by the
   Borrower or any ERISA Affiliate.

          "Net Amount of Eligible Accounts" means, at any time, the gross
   amount of Eligible Accounts less returns, discounts, claims, credits and
   allowances of any nature at any time issued, owing, granted, outstanding,
   available or claimed.

          "Notice of Borrowing" has the meaning specified in Section 2.2(b).

          "Notice of Conversion/Continuation" has the meaning specified in
   Section 3.2(b).

          "Obligations" means all present and future loans, advances,
   liabilities, obligations, covenants, duties, and debts owing by the
   Borrower to the Agent and/or any Lender, arising under or pursuant to this
   Agreement or any of the other Loan Documents, whether or not evidenced by
   any note, or other instrument or document, whether arising from an
   extension of credit, opening of a letter of credit, acceptance, loan,
   guaranty, indemnification or otherwise, whether direct or indirect
   (including, without limitation, those acquired by assignment from others,
   and any participation by the Agent and/or any Lender in the Borrower's
   debts owing to others), absolute or contingent, due or to become due,
   primary or secondary, as principal or guarantor, and including, without
   limitation, all principal, interest, charges, expenses, fees, attorneys'
   fees, filing fees and any other sums chargeable to the Borrower hereunder
   or under any of the other Loan Documents.  "Obligations" includes, without
   limitation, (a) all debts, liabilities, and obligations now or hereafter
   owing from the Borrower to the Agent and/or any Lender under or in
   connection with the Letters of Credit and (b) all debts, liabilities and
   obligations now or hereafter owing from the Borrower to the Agent and
   Lenders arising from or related to ACH Transactions.

          "Other Taxes" means any present or future stamp or documentary
   taxes or any other excise or property taxes, charges or similar levies
   which arise from any payment made hereunder or from the execution,
   delivery or registration of, or otherwise with respect to, this Agreement
   or any other Loan Documents.

          "Parent" means United States Leather Holdings, Inc.

          "Parent Guaranty" means the Guaranty dated the Closing Date made by
   the Parent in favor of the Agent for the benefit of the Lenders.

          "Parent Pledge Agreement" means the Pledge Agreement dated the
   Closing Date made by the Parent in favor of the Agent for the benefit of
   the Lenders.

          "Participating Lender" means any Person who shall have been granted
   the right by any Lender to participate in the financing provided by such
   Lender under this Agreement, and who shall have entered into a
   participation agreement in form and substance satisfactory to such Lender.

          "Patent and Trademark Agreements" means the Security Agreement and
   Mortgage-Patents and Trademarks, each dated as of the date hereof,
   executed and delivered by the Borrower to the Agent  to evidence and
   perfect the Agent's security interest in the Borrower's present and future
   patents, trademarks, and related licenses and rights, for the benefit of
   the Agent and the Lenders.

          "Payment Account" means each blocked bank account established
   pursuant to Section 6.9, to which the funds of the Borrower (including,
   without limitation, proceeds of Accounts and other Collateral) are
   deposited or credited, and which is maintained in the name of the Agent or
   the Borrower, as the Agent may determine, on terms acceptable to the
   Agent.

          "PBGC" means the Pension Benefit Guaranty Corporation or any
   Governmental Authority succeeding to the functions thereof.

          "Pending Revolving Loans" means, at any time, the aggregate
   principal amount of all Revolving Loans requested in any Notice(s) of
   Borrowing received by the Agent which have not yet been advanced.

          "Pension Plan" means a pension plan (as defined in Section 3(2) of
   ERISA) subject to Title IV of ERISA which the Borrower sponsors,
   maintains, or to which it makes, is making, or is obligated to make
   contributions, or in the case of a Multiple-employer Plan  has made
   contributions at any time during the immediately preceding five (5) plan
   years.

          "Permitted Liens" means:

               (a)  Liens for taxes not delinquent or statutory Liens for
   taxes in an amount not to exceed $100,000 provided that the payment of
   such taxes which are due and payable is being contested in good faith and
   by appropriate proceedings diligently pursued and as to which adequate
   financial reserves have been established on Borrower's books and records
   and a stay of enforcement of any such Lien is in effect.

               (b)  the Agent's Liens;

               (c)  deposits under worker's compensation, unemployment
   insurance, social security and other similar laws, or to secure the
   performance of bids, tenders or contracts (other than for the repayment of
   borrowed money) or to secure indemnity, performance or other similar bonds
   for the performance of bids, tenders or contracts (other than for the
   repayment of borrowed money) or to secure statutory obligations (other
   than liens arising under ERISA or Environmental Liens) or surety or appeal
   bonds, or to secure indemnity, performance or other similar bonds in the
   ordinary course of business;

               (d)  Liens securing the claims or demands of materialmen,
   mechanics, carriers, warehousemen, landlords and other like Persons,
   provided that if any such Lien arises from the nonpayment of such claims
   or demand when due, such claims or demands do not exceed $500,000 in the
   aggregate;

               (e)  Reservations, exceptions, encroachments, easements,
   rights of way, covenants running with the land, and other similar title
   exceptions or encumbrances affecting any Real Estate; provided that they
   do not in the aggregate materially detract from the value of the Real
   Estate or materially interfere with its use in the ordinary conduct of the
   Borrower's business;

               (f)  Judgment and other similar Liens arising in connection
   with court proceedings to the extent the attachment or enforcement of such
   Liens would not result in an Event of Default hereunder;

               (g)  Purchase Money Liens;

               (h)  Liens listed on Schedule 9.18; and

               (i)  Liens granted by Clarke.

          "Person" means any individual, sole proprietorship, partnership,
   joint venture, trust, unincorporated organization, association,
   corporation, Governmental Authority, or any other entity.

          "Plan" means an employee benefit plan (as defined in Section 3(3)
   of ERISA) which the Borrower sponsors or maintains or to which the
   Borrower makes, is making, or is obligated to make contributions and
   includes any Pension Plan.

          "Pledge Agreement" means the Pledge Agreement dated the Closing
   Date made by the Borrower in favor of the Agent for the benefit of the
   Lenders, as in effect from time to time.

          "Premises" means the land identified by addresses on Schedule 8.12,
   together with all buildings, improvements, and fixtures thereon and all
   tenements, hereditaments, and appurtenances belonging or in any way apper-
   taining thereto, and which constitutes all of the real property in which
   the Borrower has any interests on the Closing Date.

          "Pro Rata Share" means, with respect to a Lender, a fraction
   (expressed as a percentage), the numerator of which is the amount of such
   Lender's Commitment and the denominator of which is the sum of the amounts
   of all of the Lenders' Commitments, or if no Commitments are outstanding,
   a fraction (expressed as a percentage), the numerator of which is the
   amount of Obligations owed to such Lender and the denominator of which is
   the aggregate amount of the Obligations owed to the Lenders.

          "Proprietary Rights" means all of the Borrower's now owned and
   hereafter arising or acquired:  licenses, franchises, permits, patents,
   patent rights, copyrights, works which are the subject matter of
   copyrights, trademarks, service marks, trade names, trade styles, patent,
   trademark and service mark applications, and all licenses and rights
   related to any of the foregoing, including, without limitation, those
   patents, trademarks, service marks, trade names and copyrights set forth
   on Schedule 8.13 hereto, and all other rights under any of the foregoing,
   all extensions, renewals, reissues, divisions, continuations, and
   continuations-in-part of any of the foregoing, and all rights to sue for
   past, present and future infringement of any of the foregoing.

          "Purchase Money Liens" means purchase money mortgages or other
   purchase money Liens (including, without limitation, Capital Leases) in
   favor of non-Affiliates of the Borrower upon any fixed or capital assets
   hereafter acquired by Borrower constituting real property interests or
   machinery and equipment, or purchase money mortgages (including, without
   limitation, Capital Leases) on any such assets hereafter acquired or
   existing at the time of acquisition of such assets by Borrower, whether or
   not assumed, so long as (i) any such Lien does not extend to or cover any
   other asset of Borrower, (ii) such Lien secures only the obligation to pay
   the purchase price of such asset (or the obligation under such Capital
   Leases), interest thereon and other customary incidental obligations
   relating thereto only, and (iii) the cost of each such acquisition
   constitutes a Capital Expenditure permitted by Section 9.22.

          "Real Estate" means all of the present and future interests of the
   Borrower, as owner, lessee, or otherwise, in the Premises, including,
   without limitation, any interest arising from an option to purchase or
   lease the Premises or any portion thereof.

          "Release" means a release, spill, emission, leaking, pumping,
   injection, deposit, disposal, discharge, dispersal, leaching or migration
   of a Contaminant into the indoor or outdoor environment or into or out of
   any Real Estate  or other property, including the movement of Contaminants
   through or in the air, soil, surface water, groundwater or Real Estate  or
   other property.

          "Reportable Event" means, any of the events set forth in Section
   4043(b) of ERISA or the regulations thereunder, other than any such event
   for which the 30-day notice requirement under ERISA has been waived in
   regulations issued by the PBGC.

          "Required Lenders" means at any time Lenders whose Pro Rata Shares
   aggregate more than 66-2/3% of the Commitments or, if no Commitments shall
   then be in effect, Lenders who hold more than 66-2/3% of the aggregate
   principal amount of the Loans then outstanding.

          "Requirement of Law" means, as to any Person, any law (statutory or
   common), treaty, rule or regulation or determination of an arbitrator or
   of a Governmental Authority, in each case applicable to or binding upon
   the Person or any of its property or to which the Person or any of its
   property is subject.

          "Responsible Officer" means the chief executive officer or the
   president of the Borrower, or any other officer having substantially the
   same authority and responsibility; or, with respect to compliance with
   financial covenants and the preparation of the Coverage Ratio Certificate
   and Borrowing Base Certificate, the chief financial officer, chief
   accounting officer  or the treasurer of the Borrower, or any other officer
   having substantially the same authority and responsibility.

          "Restricted Investment" means any acquisition of property by the
   Borrower in exchange for cash or other property, whether in the form of an
   acquisition of stock, debt, or other indebtedness or obligation, or the
   purchase or acquisition of any other property, or a loan, advance, capital
   contribution, or subscription, except acquisitions of the following:  (a)
   Equipment to be used in the business of the Borrower so long as the
   acquisition costs thereof constitute Capital Expenditures permitted
   hereunder; (b) Inventory in the ordinary course of business; (c) current
   assets arising from the sale or lease of goods or the rendition of
   services in the ordinary course of business of the Borrower; (d) direct
   obligations of the United States of America, or any agency thereof, or
   obligations guaranteed by the United States of America, provided that such
   obligations mature within one year from the date of acquisition thereof;
   (e) certificates of deposit maturing within one year from the date of
   acquisition, bankers' acceptances, Eurodollar bank deposits, or overnight
   bank deposits, in each case issued by, created by, or with a bank or trust
   company organized under the laws of the United States or any state thereof
   having capital and surplus aggregating at least $100,000,000; (f) loans to
   Clarke not to exceed (i) $6,000,000 outstanding at any time when Clarke
   shall not have financing from a lender other than the Borrower and
   (ii) $500,000 outstanding at all other times; and (g) commercial paper
   given a rating of "A2" or better by Standard & Poor's Corporation or "P2"
   or better by Moody's Investors Service, Inc. and maturing not more than 90
   days from the date of creation thereof; provided that at the request of
   the Agent each Restricted Investment described in (d), (e) and (g) shall
   be pledged to the Agent for the benefit of the Lenders pursuant to
   documentation satisfactory to the Agent.

          "Revolving Loans" has the meaning specified in Section 2.2 and
   includes each Agent Advance and BABC Loan.

          "Senior Notes" means the 10-1/4% unsecured Senior Notes of the
   Borrower due 2003.

          "Settlement" and "Settlement Date" have the meanings specified in
   Section 2.2(j)(l).

          "Stated Termination Date" means January 14, 2001.

          "Subsidiary" of a Person means any corporation, association,
   partnership, joint venture or other business entity of which more than
   fifty percent (50%) of the voting stock or other equity interests (in the
   case of Persons other than corporations), is owned or controlled directly
   or indirectly by the Person, or one or more of the Subsidiaries of the
   Person, or a combination thereof.  Unless the context otherwise clearly
   requires, references herein to a "Subsidiary" refer to a Subsidiary of the
   Borrower.

          "Supplemental Reserve" means $6,500,000.

          "Taxes" means any and all present or future taxes, levies, imposts,
   deductions, charges or withholdings, and all liabilities with respect
   thereto, excluding, in the case of each Lender and the Agent, such taxes
   (including income taxes or franchise taxes) as are imposed on or measured
   by each Lender's net income by the jurisdiction (or any political
   subdivision thereof) under the laws of which such Lender or the Agent, as
   the case may be, is organized or maintains a lending office.

          "Termination Date" means the earliest to occur of (i) the Stated
   Termination Date, (ii) the date the Total Facility is terminated either by
   the Borrower pursuant to Section 4.2 or by the Majority Lenders pursuant
   to Section 11.2, and (iii) the date this Agreement is otherwise terminated
   for any reason whatsoever.

          "Total Facility" has the meaning specified in Section 2.1.

          "UCC" means the Uniform Commercial Code (or any successor statute)
   of the State of New York or of any other state the laws of which are
   required by Section 9-103 thereof to be applied in connection with the
   issue of perfection of security interests.

          "Unused Letter of Credit Subfacility" means an amount equal to
   $15,000,000 minus the sum of (a) the aggregate undrawn amount of all
   outstanding Letters of Credit plus (b) the aggregate unpaid reimbursement
   obligations with respect to all Letters of Credit.

          "Unused Line Fee" has the meaning specified in Section 3.5.

          "Unfunded Pension Liability" means the excess of a Plan's benefit
   liabilities under Section 4001(a)(16) of ERISA, over the current value of
   that Plan's assets, determined in accordance with the assumptions used for
   funding the Pension Plan pursuant to Section 412 of the Code for the
   applicable plan year.

     1.2  Accounting Terms.  Any accounting term used in this Agreement shall
   have, unless otherwise specifically provided herein, the meaning
   customarily given in accordance with GAAP, and all financial computations
   hereunder shall be computed, unless otherwise specifically provided
   herein, in accordance with GAAP as consistently applied and using the same
   method for inventory valuation as used in the preparation of the Financial
   Statements delivered to Agent and Lenders pursuant to Section 8.6.

     1.3  Interpretive Provisions.  (a)  The meanings of defined terms are
   equally applicable to the singular and plural forms of the defined terms.

          (b)  The words "hereof," "herein," "hereunder" and similar words
   refer to this Agreement as a whole and not to any particular provision of
   this Agreement; and Subsection, Section, Schedule and Exhibit references
   are to this Agreement unless otherwise specified.

          (c)  (i)  The term "documents" includes any and all instruments,
   documents, agreements, certificates, indentures, notices and other
   writings, however evidenced.

               (ii) The term "including" is not limiting and means "including
   without limitation."

               (iii)     In the computation of periods of time from a
   specified date to a later specified date, the word "from" means "from and
   including," the words "to" and "until" each mean "to but excluding" and
   the word "through" means "to and including."

          (d)  Unless otherwise expressly provided herein, (i) references to
   agreements (including this Agreement) and other contractual instruments
   shall be deemed to include all subsequent amendments and other
   modifications thereto, but only to the extent such amendments and other
   modifications are not prohibited by the terms of any Loan Document, and
   (ii) references to any statute or regulation are to be construed as
   including all statutory and regulatory provisions consolidating, amending,
   replacing, supplementing or interpreting the statute or regulation.

          (e)  The captions and headings of this Agreement are for
   convenience of reference only and shall not affect the interpretation of
   this Agreement.

          (f)  This Agreement and other Loan Documents may use several
   different limitations, tests or measurements to regulate the same or
   similar matters.  All such limitations, tests and measurements are
   cumulative and shall each be performed in accordance with their terms.

          (g)  This Agreement and the other Loan Documents are the result of
   negotiations among and have been reviewed by counsel to the Agent, the
   Borrower and the other parties, and are the products of all parties.
   Accordingly, they shall not be construed against the Lenders or the Agent
   merely because of the Agent's or Lenders' involvement in their
   preparation.

                                    ARTICLE 2

                           LOANS AND LETTERS OF CREDIT

       2.1   Total Facility.  Subject to all of the terms and conditions of
   this Agreement, the Lenders severally agree to make available a total
   credit facility of up to $55,000,000 (the "Total Facility") for the
   Borrower's use from time to time during the term of this Agreement.  The
   Total Facility shall be comprised of a revolving line of credit consisting
   of revolving loans and letters of credit up to the Maximum Revolver
   Amount, as described in Sections 2.2 and 2.4.

       2.2   Revolving Loans.  (a)  Amounts.  Subject to the satisfaction of
   the conditions precedent set forth in Article 10, each Lender severally
   agrees, upon the Borrower's request from time to time on any Business Day
   during the period from the Closing Date to the Termination Date, to make
   revolving loans (the "Revolving Loans") to the Borrower, in amounts not to
   exceed (except for BABC with respect to BABC Loans or Agent Advances) such
   Lender's Pro Rata Share of the Borrower's Availability.  The Lenders,
   however, in their discretion, may elect to make Revolving Loans or
   participate (as provided for in Section 2.4(f)) in the credit support or
   enhancement provided through the Agent to the issuers of Letters of Credit
   in excess of the Availability on one or more occasions, but if they do so,
   neither the Agent nor the Lenders shall be deemed thereby to have changed
   the limits of the Maximum Revolver Amount or the Availability or to be
   obligated to exceed such limits on any other occasion.  If the sum of
   outstanding Revolving Loans, the aggregate amount of Pending Revolving
   Loans, the undrawn amount of outstanding Letters of Credit and any unpaid
   reimbursement obligations in respect of Letters of Credit exceeds the
   Availability, the Lenders may refuse to make or otherwise restrict the
   making of Revolving Loans as the Lenders determine until such excess has
   been eliminated, subject to the Agent's authority, in its sole discretion,
   to make Agent Advances pursuant to the terms of Section 2.2(i).

          (b)  Procedure for Borrowing.  (1)  Each Borrowing shall be made
   upon the Borrower's irrevocable written notice delivered to the Agent in
   the form of a Notice of Borrowing (which must be received by the Agent
   prior to 11:00 a.m. (New York time) (i) three Business Days prior to the
   requested Funding Date, in the case of LIBOR Rate Loans and (ii) no later
   than 1:00 p.m. on the requested Funding Date, in the case of Base Rate
   Loans), specifying:

               (A)  the amount of the Borrowing;

               (B)  the requested Funding Date, which shall be a Business
   Day;

               (C)  whether the Revolving Loans requested are to be Base Rate
   Revolving Loans or LIBOR Revolving Loans; and

               (D)  the duration of the Interest Period if the requested
   Revolving Loans are to be LIBOR Revolving Loans.  If the Notice of
   Borrowing fails to specify the duration of the Interest Period for any
   Borrowing comprised of LIBOR Rate Loans, such Interest Period shall be
   three months;

   provided, however, that with respect to the Borrowing to be made on the
   Closing Date, such Borrowings will consist of Base Rate Revolving Loans
   only.

             (2)    After giving effect to any Borrowing, there may not be
   more than five different Interest Periods in effect.

             (3)    With respect to any request for Base Rate Revolving
   Loans, in lieu of delivering the above-described Notice of Borrowing the
   Borrower may give the Agent telephonic notice of such request by the
   required time, with such telephonic notice to be confirmed in writing
   within 24 hours of the giving of such notice but Agent shall be entitled
   to rely on the telephonic notice in making such Revolving Loans.

          (c)  Reliance upon Authority.  On or prior to the Closing Date and
   thereafter prior to any change with respect to any of the information
   contained in the following clauses (i) and (ii), the Borrower shall
   deliver to the Agent a writing setting forth (i) the account of the
   Borrower to which the Agent is authorized to transfer the proceeds of the
   Revolving Loans requested pursuant to this Section 2.2, and (ii) the names
   of the officers and any other designated representatives authorized to
   request Revolving Loans on behalf of the Borrower, and shall provide the
   Agent with a specimen signature of each such officer and other designated
   representatives.  The Agent shall be entitled to rely conclusively on such
   officer's or designated representatives' authority to request Revolving
   Loans on behalf of the Borrower, the proceeds of which are to be
   transferred to any of the accounts specified by the Borrower pursuant to
   the immediately preceding sentence, until the Agent receives written
   notice to the contrary.  The Agent shall have no duty to verify the
   identity of any individual representing him or herself as one of the
   officers or designated representatives authorized by the Borrower to make
   such requests on its behalf.

          (d)  No Liability.  The Agent shall not incur any liability to the
   Borrower as a result of acting upon any notice referred to in Sections
   2.2(b) and (c), which notice the Agent believes in good faith to have been
   given by an officer duly authorized by the Borrower to request Revolving
   Loans on its behalf or for otherwise acting in good faith under this
   Section 2.2, and the crediting of Revolving Loans to the Borrower's
   deposit account, or transmittal to such Person as the Borrower shall
   direct, shall conclusively establish the obligation of the Borrower to
   repay such Revolving Loans as provided herein.

          (e)  Notice Irrevocable.  Any Notice of Borrowing (or telephonic
   notice in lieu thereof) made pursuant to Section 2.2(b) shall be
   irrevocable and the Borrower shall be bound to borrow the funds requested
   therein in accordance therewith.

          (f)  Agent's Election.  Promptly after receipt of a Notice of
   Borrowing (or telephonic notice in lieu thereof) pursuant to Section
   2.2(b), the Agent shall elect, in its discretion, (i) to have the terms of
   Section 2.2(g) apply to such requested Borrowing, or (ii) to request BABC
   to make a BABC Loan pursuant to the terms of Section 2.2(h) in the amount
   of the requested Borrowing; provided, however, that if BABC declines in
   its sole discretion to make a BABC Loan pursuant to Section 2.2(h), the
   Agent shall elect to have the terms of Section 2.2(g) apply to such
   requested Borrowing.

          (g)  Making of Revolving Loans.  (i) In the event that the Agent
   shall elect to have the terms of this Section 2.2(g) apply to a requested
   Borrowing as described in Section 2.2(f), then promptly after receipt of a
   Notice of Borrowing or telephonic notice pursuant to Section 2.2(b), the
   Agent shall notify the Lenders by telecopy, telephone or other similar
   form of transmission, of the requested Borrowing.  Each Lender shall make
   the amount of such Lender's Pro Rata Share of the requested Borrowing
   available to the Agent in same day funds, to such account of the Agent as
   the Agent may designate, not later than 1:00 p.m. (New York time) on the
   Funding Date applicable thereto.  After the Agent's receipt of the
   proceeds of such Revolving Loans, upon satisfaction of the applicable
   conditions precedent set forth in Article 10, the Agent shall make the
   proceeds of such Revolving Loans available to the Borrower on the
   applicable Funding Date by transferring same day funds equal to the
   proceeds of such Revolving Loans received by the Agent to the account of
   the Borrower, designated in writing by the Borrower and acceptable to the
   Agent; provided, however, that the amount of Revolving Loans so made on
   any date shall in no event exceed the Availability of the Borrower on such
   date.

          (ii) Unless the Agent receives notice from a Lender on or prior to
   the Closing Date or, with respect to any Borrowing after the Closing Date,
   at least one Business Day prior to the date of such Borrowing, that such
   Lender will not make available as and when required hereunder to the Agent
   for the account of the Borrower the amount of that Lender's Pro Rata Share
   of the Borrowing, the Agent may assume that each Lender has made such
   amount available to the Agent in immediately available funds on the
   Funding Date and the Agent may (but shall not be so required), in reliance
   upon such assumption, make available to the Borrower on such date a
   corresponding amount.  If and to the extent any Lender shall not have made
   its full amount available to the Agent in immediately available funds and
   the Agent in such circumstances has made available to the Borrower such
   amount, that Lender shall on the Business Day following such Funding Date
   make such amount available to the Agent, together with interest at the
   Federal Funds Rate for each day during such period.  A notice of the Agent
   submitted to any Lender with respect to amounts owing under this
   subsection shall be conclusive, absent manifest error.  If such amount is
   so made available, such payment to the Agent shall constitute such
   Lender's Loan on the date of Borrowing for all purposes of this Agreement.
   If such amount is not made available to the Agent on the Business Day
   following the Funding Date, the Agent will notify the Borrower of such
   failure to fund and, upon demand by the Agent, the Borrower shall pay such
   amount to the Agent for the Agent's account, together with interest
   thereon for each day elapsed since the date of such Borrowing, at a rate
   per annum equal to the interest rate applicable at the time to the Loans
   comprising such Borrowing.  The failure of any Lender to make any Loan on
   any Funding Date (any such Lender, prior to the cure of such failure,
   being hereinafter referred to as a "Defaulting Lender") shall not relieve
   any other Lender of any obligation hereunder to make a Loan on such
   Funding Date, but no Lender shall be responsible for the failure of any
   other Lender to make the Loan to be made by such other Lender on any
   Funding Date.

          (iii)     The Agent shall not be obligated to transfer to a
   Defaulting Lender any payments made by Borrower to the Agent for the
   Defaulting Lender's benefit; nor shall a Defaulting Lender be entitled to
   the sharing of any payments hereunder.  Amounts payable to a Defaulting
   Lender shall instead be paid to or retained by the Agent.  The Agent may
   hold and, in its discretion, re-lend to Borrower the amount of all such
   payments received or retained by it for the account of such Defaulting
   Lender.  Any amounts so re-lent to the Borrower shall bear interest at the
   rate applicable to Base Rate Revolving Loans and for all other purposes of
   this Agreement shall be treated as if they were Revolving Loans, provided,
   however, that for purposes of voting or consenting to matters with respect
   to the Loan Documents and determining Pro Rata Shares, such Defaulting
   Lender shall be deemed not to be a "Lender" and such Lender's Commitment
   shall be deemed to be zero (-0-).  Until a Defaulting Lender cures its
   failure to fund its Pro Rata Share of any Borrowing (1) such Defaulting
   Lender shall not be entitled to any portion of the Unused Line Fee and (2)
   the Unused Line Fee shall accrue in favor of the Lenders which have funded
   their respective Pro Rata Shares of such requested Borrowing, shall be
   allocated among such performing Lenders ratably based upon their relative
   Commitments, and shall be calculated based upon the average amount by
   which the aggregate Commitments of such performing Lenders exceeds the sum
   of outstanding Revolving Loans and the undrawn face amount of all
   outstanding Letters of Credit.  This section shall remain effective with
   respect to such Lender until such time as the Defaulting Lender shall no
   longer be in default of any of its obligations under this Agreement.  The
   terms of this Section shall not be construed to increase or otherwise
   affect the Commitment of any Lender, or relieve or excuse the performance
   by Borrower of its duties and obligations hereunder.

          (h)  Making of BABC Loans.  (i) In the event the Agent shall elect,
   with the consent of BABC, to have the terms of this Section 2.2(h) apply
   to a requested Borrowing as described in Section 2.2(f), BABC shall make a
   Revolving Loan in the amount of such Borrowing (any such Revolving Loan
   made solely by BABC pursuant to this Section 2.2(h) being referred to as a
   "BABC Loan" and such Revolving Loans being referred to collectively as
   "BABC Loans") available to the Borrower on the Funding Date applicable
   thereto by transferring same day funds to an account of the Borrower,
   designated in writing by the Borrower and acceptable to the Agent.  Each
   BABC Loan is a Revolving Loan hereunder and shall be subject to all the
   terms and conditions applicable to other Revolving Loans except that all
   payments thereon shall be payable to BABC solely for its own account (and
   for the account of the holder of any participation interest with respect
   to such Revolving Loan).  The Agent shall not request BABC to make any
   BABC Loan if (i) the Agent shall have received written notice from any
   Lender, or otherwise has actual knowledge, that one or more of the
   applicable conditions precedent set forth in Article 10 will not be
   satisfied on the requested Funding Date for the applicable Borrowing, or
   (ii) the requested Borrowing would exceed the Availability of the Borrower
   on such Funding Date.  BABC shall not otherwise be required to determine
   whether the applicable conditions precedent set forth in Article 10 have
   been satisfied or the requested Borrowing would exceed the Availability of
   the Borrower on the Funding Date applicable thereto prior to making, in
   its sole discretion, any BABC Loan.

          (ii) The BABC Loans shall be repayable as provided herein
   (including without limitation Section 2.2(j)) and secured by the
   Collateral, shall constitute Revolving Loans and Obligations hereunder,
   and shall bear interest at the rate applicable to the Revolving Loans from
   time to time.

          (i)  Agent Advances.  (i) Subject to the limitations set forth in
   the provisos contained in this Section 2.2(i), the Agent is hereby
   authorized by the Borrower and the Lenders, from time to time in the
   Agent's sole discretion, (1) after the occurrence of a Default or an Event
   of Default, or (2) at any time that any of the other applicable conditions
   precedent set forth in Article 10 have not been satisfied, to make
   Revolving Loans to the Borrower on behalf of the Lenders which the Agent,
   in its reasonable business judgment, deems necessary or desirable (A) to
   preserve or protect the Collateral, or any portion thereof, (B) to enhance
   the likelihood of, or maximize the amount of, repayment of the Loans and
   other Obligations, or (C) to pay any other amount chargeable to the
   Borrower pursuant to the terms of this Agreement, including, without
   limitation, costs, fees and expenses as described in Section 15.7 (any of
   the advances described in this Section 2.2(i) being hereinafter referred
   to as "Agent Advances"); provided, that the Required Lenders may at any
   time revoke the Agent's authorization contained in this Section 2.2(i) to
   make Agent Advances, any such revocation to be in writing and to become
   effective prospectively upon the Agent's receipt thereof; and provided
   further, that the Agent shall not make Agent Advances for purposes
   described in clauses (B) and (C) above which would cause the Revolving
   Loans and Letters of Credit otherwise permitted to be outstanding under
   the Agreement to exceed $5,000,000.

          (ii) The Agent Advances shall be repayable on demand and secured by
   the Collateral, shall constitute Revolving Loans and Obligations
   hereunder, and shall bear interest at the rate applicable to the Revolving
   Loans from time to time.  The Agent shall notify each Lender in writing of
   each such Agent Advance.

          (j)  Settlement.  It is agreed that each Lender's funded portion of
   the Revolving Loan is intended by the Lenders to be equal at all times to
   such Lender's Pro Rata Share of the outstanding Revolving Loans.
   Notwithstanding such agreement, the Agent, BABC, and the other Lenders
   agree (which agreement shall not be for the benefit of or enforceable by
   the Borrower) that in order to facilitate the administration of this
   Agreement and the other Loan Documents, settlement among them as to the
   Revolving Loans, the BABC Loans and the Agent Advances shall take place on
   a periodic basis in accordance with the following provisions:

          (i)  The Agent shall request settlement ("Settlement") with the
   Lenders on a weekly basis, or on a more frequent basis if so determined by
   the Agent, (1) on behalf of BABC, with respect to each outstanding BABC
   Loan, (2) for itself, with respect to each Agent Advance, and (3) with
   respect to collections received, in each case, by notifying the Lenders of
   such requested Settlement by telecopy, telephone or other similar form of
   transmission, of such requested Settlement, no later than 1:00 p.m. (New
   York time) on the date of such requested Settlement (the "Settlement
   Date").  Each Lender (other than BABC, in the case of BABC Loans) shall
   make the amount of such Lender's Pro Rata Share of the outstanding
   principal amount of the BABC Loans and Agent Advances with respect to
   which Settlement is requested available to the Agent, for itself or for
   the account of BABC, in same day funds, to such account of the Agent as
   the Agent may designate, not later than 3:00 p.m. (New York time), on the
   Settlement Date applicable thereto, regardless of whether the applicable
   conditions precedent set forth in Article 10 have then been satisfied.
   Such amounts made available to the Agent shall be applied against the
   amounts of the applicable BABC Loan or Agent Advance and, together with
   the portion of such BABC Loan or Agent Advance representing BABC's Pro
   Rata Share thereof, shall constitute Revolving Loans of such Lenders.  If
   any such amount is not made available to the Agent by any Lender on the
   Settlement Date applicable thereto, the Agent shall be entitled to recover
   such amount on demand from such Lender together with interest thereon at
   the Federal Funds Rate for the first three (3) days from and after the
   Settlement Date and thereafter at the Interest Rate then applicable to the
   Revolving Loans.

          (ii) Notwithstanding the foregoing, not more than one (1) Business
   Day after demand is made by the Agent (whether before or after the
   occurrence of a Default or an Event of Default and regardless of whether
   the Agent has requested a Settlement with respect to a BABC Loan or Agent
   Advance), each other Lender shall irrevocably and unconditionally purchase
   and receive from BABC or the Agent, as applicable, without recourse or
   warranty, an undivided interest and participation in such BABC Loan or
   Agent Advance to the extent of such Lender's Pro Rata Share thereof by
   paying to the Agent, in same day funds, an amount equal to such Lender's
   Pro Rata Share of such BABC Loan or Agent Advance.  If such amount is not
   in fact made available to the Agent by any Lender, the Agent shall be
   entitled to recover such amount on demand from such Lender together with
   interest thereon at the Federal Funds Rate for the first three (3) days
   from and after such demand and thereafter at the Interest Rate then
   applicable to the Revolving Loans.

          (iii)     From and after the date, if any, on which any Lender
   purchases an undivided interest and participation in any BABC Loan or
   Agent Advance pursuant to subsection (ii) above, the Agent shall promptly
   distribute to such Lender at such address as such Lender may request in
   writing, such Lender's Pro Rata Share of all payments of principal and
   interest and all proceeds of Collateral received by the Agent in respect
   of such BABC Loan or Agent Advance.

          (iv) Between Settlement Dates, the Agent, to the extent no Agent
   Advances or BABC Loans are outstanding, may pay over to BABC any payments
   received by Agent, which in accordance with the terms of this Agreement
   would be applied to the reduction of the Revolving Loans, for application
   to BABC's other outstanding Revolving Loans.  If, as of any Settlement
   Date, collections received since the then immediately preceding Settlement
   Date have been applied to BABC's other outstanding Revolving Loans other
   than to BABC Loans or Agent Advances, as provided for in the previous
   sentence, BABC shall pay to the Agent for the accounts of the Lenders, to
   be applied to the outstanding Revolving Loans of such Lenders, an amount
   such that each Lender shall, upon receipt of such amount, have, as of such
   Settlement Date, its Pro Rata Share of the Revolving Loans.  During the
   period between Settlement Dates, BABC with respect to BABC Loans, the
   Agent with respect to Agent Advances, and each Lender with respect to the
   Revolving Loans other than BABC Loans and Agent Advances, shall be
   entitled to interest at the applicable rate or rates payable under this
   Agreement on the actual average daily amount of funds employed by BABC,
   the Agent and the other Lenders.

          (k)  Notation.  The Agent shall record on its books the principal
   amount of the Revolving Loans owing to each Lender, including the BABC
   Loans owing to BABC, and the Agent Advances owing to the Agent, from time
   to time.  In addition, each Lender is authorized, at such Lender's option,
   to note the date and amount of each payment or prepayment of principal of
   such Lender's Revolving Loans in its books and records, including computer
   records, such books and records constituting rebuttably presumptive
   evidence, absent manifest error, of the accuracy of the information
   contained therein.

          (l)  Lenders' Failure to Perform.  All Loans (other than BABC Loans
   and Agent Advances) shall be made by the Lenders simultaneously and in
   accordance with their Pro Rata Shares.  It is understood that (a) no
   Lender shall be responsible for any failure by any other Lender to perform
   its obligation to make any Loans hereunder, nor shall any Commitment of
   any Lender be increased or decreased as a result of any failure by any
   other Lender to perform its obligation to make any Loans hereunder, (b) no
   failure by any Lender to perform its obligation to make any Loans
   hereunder shall excuse any other Lender from its obligation to make any
   Loans hereunder, and (c) the obligations of each Lender hereunder shall be
   several, not joint and several.

       2.3   DIP and Emergence Financing.

          (a)  Each of the Lenders agrees to extend to the Borrower debtor-
   in-possession financing on the terms and conditions set forth in this
   Agreement and the DIP Financing Term Sheet.  The commitment of each Lender
   shall be its Pro-Rata Share of a $70,000,000 total facility.

          (b)  Each of the Lenders agrees to extend to the Borrower post
   Chapter 11 emergence financing on the terms and conditions set forth in
   this Agreement and the Emergence Financing Term Sheet.  The commitment of
   each Lender shall be its Pro-Rata Share of a $70,000,000 total facility.

       2.4   Letters of Credit.

          (a)  Agreement to Cause Issuance.  Subject to the terms and
   conditions of this Agreement, and in reliance upon the representations and
   warranties of the Borrower herein set forth, the Agent agrees to take
   reasonable steps to cause to be issued for the account of the Borrower and
   to provide credit support or other enhancement to banks acceptable to
   Agent, which issue Letters of Credit for the account of the Borrower (any
   such credit support or enhancement being herein referred to a "Credit
   Support") in accordance with this Section 2.4 from time to time during the
   term of this Agreement.

          (b)  Amounts; Outside Expiration Date.  The Agent shall not have
   any obligation to take steps to cause to be issued any Letter of Credit or
   to provide Credit Support for any Letter of Credit at any time if: (1) the
   maximum undrawn amount of the requested Letter of Credit is greater than
   the Unused Letter of Credit Subfacility at such time; (2) the maximum
   undrawn amount of the requested Letter of Credit and all commissions,
   fees, and charges due from the Borrower in connection with the opening
   thereof exceed the Availability of the Borrower at such time; or (3) such
   Letter of Credit has an expiration date later than the Stated Termination
   Date or more than twelve (12) months from the date of issuance in the case
   of a standby Letter of Credit and 180 days in the case of a merchandise
   Letter of Credit.

          (c)  Other Conditions.  In addition to being subject to the
   satisfaction of the applicable conditions precedent contained in Article
   10, the obligation of the Agent to take reasonable steps to cause to be
   issued any Letter of Credit or to provide Credit Support for any Letter of
   Credit is subject to the following conditions precedent having been
   satisfied in a manner satisfactory to the Agent:

             (1)    The Borrower shall have delivered to the proposed issuer
   of such Letter of Credit, at such times and in such manner as such
   proposed issuer may prescribe, an application in form and substance
   satisfactory to such proposed issuer and the Agent for the issuance of the
   Letter of Credit and such other documents as may be required pursuant to
   the terms thereof, and the form and terms of the proposed Letter of Credit
   shall be satisfactory to the Agent and such proposed issuer; and

             (2)    As of the date of issuance, no order of any court,
   arbitrator or Governmental Authority shall purport by its terms to enjoin
   or restrain money center banks generally from issuing letters of credit of
   the type and in the amount of the proposed Letter of Credit, and no law,
   rule or regulation applicable to money center banks generally and no
   request or directive (whether or not having the force of law) from any
   Governmental Authority with jurisdiction over money center banks generally
   shall prohibit, or request that the proposed issuer of such Letter of
   Credit refrain from, the issuance of letters of credit generally or the
   issuance of such Letters of Credit.

          (d)  Issuance of Letters of Credit.

             (1)    Request for Issuance.  The Borrower shall give the Agent
   two (2) Business Days' prior written notice of the Borrower's request for
   the issuance of a Letter of Credit.  Such notice shall be irrevocable and
   shall specify the original face amount of the Letter of Credit requested,
   the effective date (which date shall be a Business Day) of issuance of
   such requested Letter of Credit, whether such Letter of Credit may be
   drawn in a single or in partial draws, the date on which such requested
   Letter of Credit is to expire (which date shall be a Business Day), the
   purpose for which such Letter of Credit is to be issued, and the
   beneficiary of the requested Letter of Credit.  The Borrower shall attach
   to such notice the proposed form of the Letter of Credit.

             (2)    Responsibilities of the Agent; Issuance.  The Agent shall
   determine, as of the Business Day immediately preceding the requested
   effective date of issuance of the Letter of Credit set forth in the notice
   from the Borrower pursuant to Section 2.4(d)(1), (i) the amount of the
   applicable Unused Letter of Credit Subfacility and (ii) the Availability
   of the Borrower as of such date.  If (i) the undrawn amount of the
   requested Letter of Credit is not greater than the applicable Unused
   Letter of Credit Subfacility and (ii) the issuance of such requested
   Letter of Credit and all commissions, fees, and charges due from the
   Borrower in connection with the opening thereof would not exceed the
   Availability of the Borrower, the Agent shall take reasonable steps to
   cause such issuer to issue the requested Letter of Credit on such
   requested effective date of issuance.

             (3)    Notice of Issuance.  On each Settlement Date the Agent
   shall give notice to each Lender of the issuance of all Letters of Credit
   issued since the last Settlement Date.

             (4)    No Extensions or Amendment.  The Agent shall not be
   obligated to cause any Letter of Credit to be extended or amended unless
   the requirements of this Section 2.4(d) are met as though a new Letter of
   Credit were being requested and issued.  With respect to any Letter of
   Credit which contains any "evergreen" or automatic renewal provision, each
   Lender shall be deemed to have consented to any such extension or renewal
   unless any such Lender shall have provided to the Agent, not less than 30
   days prior to the last date on which the applicable issuer can in
   accordance with the terms of the applicable Letter of Credit decline to
   extend or renew such Letter of Credit, written notice that it declines to
   consent to any such extension or renewal, provided, that if all of the
   requirements of this Section 2.4 are met and no Default or Event of
   Default exists, no Lender shall decline to consent to any such extension
   or renewal.

          (e)  Payments Pursuant to Letters of Credit.

             (1)    Payment of Letter of Credit Obligations.  The Borrower
   agrees to reimburse the issuer for any draw under any Letter of Credit and
   the Agent for the account of the Lenders upon any payment pursuant to any
   Credit Support immediately upon demand, and to pay the issuer of the
   Letter of Credit the amount of all other obligations and other amounts
   payable to such issuer under or in connection with any Letter of Credit
   immediately when due, irrespective of any claim, setoff, defense or other
   right which the Borrower may have at any time against such issuer or any
   other Person.

             (2)    Revolving Loans to Satisfy Reimbursement Obligations.  In
   the event that the issuer of any Letter of Credit honors a draw under such
   Letter of Credit or the Agent shall have made any payment pursuant to any
   Credit Support and the Borrower shall not have repaid such amount to the
   issuer of such Letter of Credit or the Agent, as applicable, pursuant to
   Section 2.4(e)(1), the Agent shall, upon receiving notice of such failure,
   notify each Lender of such failure, and each Lender shall unconditionally
   pay to the Agent, for the account of such issuer or the Agent, as
   applicable, as and when provided hereinbelow, an amount equal to such
   Lender's Pro Rata Share of the amount of such payment in Dollars and in
   same day funds.  If the Agent so notifies the Lenders prior to 1:00 p.m.
   (New York time) on any Business Day, each Lender shall make available to
   the Agent the amount of such payment, as provided in the immediately
   preceding sentence, on such Business Day.  Such amounts paid by the
   Lenders to the Agent shall constitute Revolving Loans which shall be
   deemed to have been requested by the Borrower pursuant to Section 2.2 as
   set forth in Section 4.7.

          (f)  Participations.

             (1)    Purchase of Participations.  Immediately upon issuance of
   any Letter of Credit in accordance with Section 2.4(d),  each Lender shall
   be deemed to have irrevocably and unconditionally purchased and received
   without recourse or warranty, an undivided interest and participation in
   the Letter of Credit or the Credit Support provided through the Agent to
   such issuer in connection with the issuance of such Letter of Credit,
   equal to such Lender's Pro Rata Share of the face amount of such Letter of
   Credit or the amount of such Credit Support (including, without
   limitation, all obligations of the Borrower with respect thereto, and any
   security therefor or guaranty pertaining thereto).

             (2)    Sharing of Reimbursement Obligation Payments.  Whenever
   the Agent receives a payment from the Borrower on account of reimbursement
   obligations in respect of a Letter of Credit or Credit Support as to which
   the Agent has previously received for the account of the issuer thereof
   payment from a Lender pursuant to  Section 2.4(e)(2), the Agent shall
   promptly pay to such Lender such Lender's Pro Rata Share of such payment
   from the Borrower in Dollars.  Each such payment shall be made by the
   Agent on the Business Day on which the Agent receives immediately
   available funds paid to such Person pursuant to the immediately preceding
   sentence, if received prior to 3:00 p.m. (New York time) on such Business
   Day and otherwise on the next succeeding Business Day.

             (3)    Documentation.  Upon the request of any Lender, the Agent
   shall furnish to such Lender copies of any Letter of Credit, reimbursement
   agreements executed in connection therewith, application for any Letter of
   Credit and credit support or enhancement provided through the Agent in
   connection with the issuance of any Letter of Credit, and such other
   documentation as may reasonably be requested by such Lender.

             (4)    Obligations Irrevocable.  The obligations of each Lender
   to make payments to the Agent with respect to any Letter of Credit or with
   respect to any Credit Support provided through the Agent with respect to a
   Letter of Credit, and the obligations of the Borrower to make payments to
   the Agent, for the account of the Lenders, shall be irrevocable, not
   subject to any qualification or exception whatsoever , including, without
   limitation, any of the following circumstances:

               (i)  any lack of validity or enforceability of this Agreement
   or any of the other Loan Documents;

               (ii) the existence of any claim, setoff, defense or other
   right which the Borrower may have at any time against a beneficiary named
   in a Letter of Credit or any transferee of any Letter of Credit (or any
   Person for whom any such transferee may be acting), any Lender, the Agent,
   the issuer of such Letter of Credit, or any other Person, whether in
   connection with this Agreement, any Letter of Credit, the transactions
   contemplated herein or any unrelated transactions (including any
   underlying transactions between the Borrower or any other Person and the
   beneficiary named in any Letter of Credit);

               (iii)     any draft, certificate or any other document
   presented under the Letter of Credit proving to be forged, fraudulent,
   invalid or insufficient in any respect or any statement therein being
   untrue or inaccurate in any respect;

               (iv) the surrender or impairment of any security for the
   performance or observance of any of the terms of any of the Loan
   Documents; or

               (v)  the occurrence of any Default or Event of Default.

          (g)  Recovery or Avoidance of Payments.  In the event any payment
   by or on behalf of the Borrower received by the Agent with respect to any
   Letter of Credit or Credit Support provided for any Letter of Credit (or
   any guaranty by the Borrower or reimbursement obligation of the Borrower
   relating thereto) and distributed by the Agent to the Lenders on account
   of their respective participations therein is thereafter set aside,
   avoided or recovered from the Agent in connection with any receivership,
   liquidation or bankruptcy proceeding, the Lenders shall, upon demand by
   the Agent, pay to the Agent their respective Pro Rata Shares of such
   amount set aside, avoided or recovered, together with interest at the rate
   required to be paid by the Agent upon the amount required to be repaid by
   it.

          (h)  Compensation for Letters of Credit.

             (1)    Letter of Credit Fee.  The Borrower agrees to pay to the
   Agent with respect to each Letter of Credit, for the account of the
   Lenders, the Letter of Credit Fee specified in, and in accordance with the
   terms of, Section 3.6.

             (2)    Issuer Fees and Charges.  The Borrower shall pay to the
   issuer of any Letter of Credit, or to the Agent, for the account of the
   issuer of any such Letter of Credit, solely for such issuer's account,
   such fees and other charges as are charged by such issuer for letters of
   credit issued by it, including, without limitation, its standard fees for
   issuing, administering, amending, renewing, paying and canceling letters
   of credit and all other fees associated with issuing or servicing letters
   of credit, as and when assessed.

          (i)  Indemnification; Exoneration; Power of Attorney

             (1)    Indemnification.  In addition to amounts payable as
   elsewhere provided in this Section 2.4, the Borrower hereby agrees to
   protect, indemnify, pay and save the Lenders and the Agent harmless from
   and against any and all claims, demands, liabilities, damages, losses,
   costs, charges and expenses (including reasonable attorneys' fees) which
   any Lender or the Agent may incur or be subject to as a consequence,
   direct or indirect, of the issuance of any Letter of Credit or the
   provision of any credit support or enhancement in connection therewith.
   The agreement in this Section 2.4(i)(1) shall survive payments of all
   Obligations.

             (2)    Assumption of Risk by the Borrower.  As among the
   Borrower, the Lenders, and the Agent, the Borrower assumes all risks of
   the acts and omissions of, or misuse of any of the Letters of Credit by,
   the respective beneficiaries of such Letters of Credit.  In furtherance
   and not in limitation of the foregoing, the Lenders and the Agent shall
   not be responsible for:  (A) the form, validity, sufficiency, accuracy,
   genuineness or legal effect of any document submitted by any Person in
   connection with the application for and issuance of and presentation of
   drafts with respect to any of the Letters of Credit, even if it should
   prove to be in any or all respects invalid, insufficient, inaccurate,
   fraudulent or forged; (B) the validity or sufficiency of any instrument
   transferring or assigning or purporting to transfer or assign any Letter
   of Credit or the rights or benefits thereunder or proceeds thereof, in
   whole or in part, which may prove to be invalid or ineffective for any
   reason; (C) the failure of the beneficiary of any Letter of Credit to
   comply duly with conditions required in order to draw upon such Letter of
   Credit; (D) errors, omissions, interruptions, or delays in transmission or
   delivery of any messages, by mail, cable, telegraph, telex or otherwise,
   whether or not they be in cipher; (E) errors in interpretation of
   technical terms; (F) any loss or delay in the transmission or otherwise of
   any document required in order make a drawing under any Letter of Credit
   or of the proceeds thereof; (G) the misapplication by the beneficiary of
   any Letter of Credit of the proceeds of any drawing under such Letter of
   Credit; or (H) any consequences arising from causes beyond the control of
   the Lenders or the Agent, including, without limitation, any act or
   omission, whether rightful or wrongful, of any present or future de jure
   or de facto Governmental Authority.  None of the foregoing shall affect,
   impair or prevent the vesting of any rights or powers of the Agent or any
   Lender under this Section 2.4(i).

             (3)    Exoneration.  In furtherance and extension, and not in
   limitation, of the specific provisions set forth above, any action taken
   or omitted by the Agent or any Lender under or in connection with any of
   the Letters of Credit or any related certificates, if taken or omitted in
   the absence of gross negligence or willful misconduct, shall not put the
   Agent or any Lender under any resulting liability to the Borrower or
   relieve the Borrower of any of its obligations hereunder to any such
   Person.

             (4)    Power of Attorney.  In connection with all Inventory
   financed by Letters of Credit, the Borrower hereby appoints the Agent, or
   the Agent's designee, as its attorney, with full power and authority:  (a)
   to sign and/or endorse the Borrower's name upon any warehouse or other
   receipts; (b) to sign the Borrower's name on bills of lading and other
   negotiable and non-negotiable documents; (c) to clear Inventory through
   customs in the Agent's or the Borrower's name, and to sign and deliver to
   customs officials powers of attorney in the Borrower's name for such
   purpose; (d) to complete in the Borrower's or the Agent's name, any order,
   sale, or transaction, obtain the necessary documents in connection
   therewith, and collect the proceeds thereof; and (e) to do such other acts
   and things as are necessary in order to enable the Agent to obtain
   possession of the Inventory and to obtain payment of the Obligations.
   Neither the Agent nor its designee, as the Borrower's attorney, will be
   liable for any acts or omissions, nor for any error of judgement or
   mistakes of fact or law.  This power, being coupled with an interest, is
   irrevocable until all Obligations have been paid and satisfied.

             (5)    Account Party.  The Borrower hereby authorizes and
   directs any issuer of a Letter of Credit to name the Borrower as the
   "Account Party" therein and to deliver to the Agent, with notice thereof
   to Borrower, all instruments, documents and other writings and property
   received by the issuer pursuant to the Letter of Credit, and to accept and
   rely upon the Agent's instructions and agreements with respect to all
   matters arising in connection with the Letter of Credit or the application
   therefor.

             (6)    Control of Inventory.  In connection with all Inventory
   financed by Letters of Credit, the Borrower will, at the Agent's request,
   instruct all suppliers, carriers, forwarders, warehouses or others
   receiving or holding cash, checks, Inventory, documents or instruments in
   which the Agent holds a security interest to deliver them to the Agent
   and/or subject to the Agent's order, and if they shall come into the
   Borrower's possession, to deliver them, upon request, to the Agent in
   their original form.  The Borrower shall also, at the Agent's request,
   designate the Agent as the consignee on all bills of lading and other
   negotiable and non-negotiable documents.

          (j)  Supporting Letter of Credit; Cash Collateral.  If,
   notwithstanding the provisions of Section 2.4(b) and Section 12.1 any
   Letter of Credit is outstanding upon the termination of this Agreement,
   then upon such termination the Borrower shall deposit with the Agent, for
   the ratable benefit of the Agent and the Lenders, with respect to each
   Letter of Credit then outstanding, as the Majority Lenders, in their
   discretion shall specify, either (A) a standby letter of credit (a
   "Supporting Letter of Credit") in form and substance satisfactory to the
   Agent, issued by an issuer satisfactory to the Agent in an amount equal to
   the greatest amount for which such Letter of Credit may be drawn plus any
   fees and expenses associated with such Letter of Credit, under which
   Supporting Letter of Credit the Agent is entitled to draw amounts
   necessary to reimburse the Agent and the Lenders for payments made by the
   Agent and the Lenders under such Letter of Credit or under any credit
   support or enhancement provided through the Agent with respect thereto and
   any fees and expenses associated with such Letter of Credit, or (B) cash
   in amounts necessary to reimburse the Agent and the Lenders for payments
   made by the Agent or the Lenders under such Letter of Credit or under any
   credit support or enhancement provided through the Agent with respect
   thereto and any fees and expenses associated with such Letter of Credit.
   Such Supporting Letter of Credit or deposit of cash shall be held by the
   Agent, for the ratable benefit of the Agent and the Lenders, as security
   for, and to provide for the payment of, the aggregate undrawn amount of
   such Letters of Credit remaining outstanding.

       2.5   Automated Clearing House Transfers and Overdrafts.  The
   Borrower may request and the Agent may, in its sole and absolute
   discretion, arrange for the Borrower to obtain from Bank of America ACH
   Transactions.  The Borrower agrees to indemnify and hold the Agent and the
   Lenders harmless from all losses, liabilities, costs, expenses and claims
   incurred by the Agent and Lenders arising from or related to such ACH
   Transactions.  The Borrower acknowledges and agrees that the obtaining of
   ACH Transactions from Bank of America (a) is in the sole and absolute
   discretion of Bank of America, (b) is subject to all rules and regulations
   of Bank of America, and (c) is due to Bank of America relying on the
   indemnity of the Agent and the Lenders to Bank of America with respect to
   all risks of loss associated with the ACH Transactions.

                                    ARTICLE 3

                                INTEREST AND FEES

       3.1   Interest.

          (a)  Interest Rates.  All outstanding Obligations shall bear
   interest on the unpaid principal amount thereof (including, to the extent
   permitted by law, on interest thereon not paid when due) from the date
   made until paid in full in cash at a rate determined by reference to the
   Base Rate or the LIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable,
   but not to exceed the Maximum Rate described in Section 3.3.  Subject to
   the provisions of Section 3.2, any of the Loans may be converted into, or
   continued as, Base Rate Loans or LIBOR Rate Loans in the manner provided
   in Section 3.2.  If at any time Loans are outstanding with respect to
   which notice has not been delivered to the Agent in accordance with the
   terms of this Agreement specifying the basis for determining the interest
   rate applicable thereto, then those Loans shall be Base Rate Revolving
   Loans and shall bear interest at a rate determined by reference to the
   Base Rate until notice to the contrary has been given to the Agent in
   accordance with this Agreement and such notice has become effective.
   Except as otherwise provided herein, the outstanding Obligations shall
   bear interest as follows:

             (i)    For all Base Rate Revolving Loans and other Obligations
   (other than Libor Revolving Loans) at a fluctuating per annum rate equal
   to the Base Rate plus the Applicable Margin;  and

             (ii)   For all Libor Revolving Loans at a per annum rate equal
   to the Libor Rate plus the Applicable Margin.

   Each change in the Base Rate shall be reflected in the interest rate
   described in (i) above as of the effective date of such change.  All
   interest charges shall be computed on the basis of a year of 360 days and
   actual days elapsed (which results in more interest being paid than if
   computed on the basis of a 365-day year).   Interest accrued on all Loans
   will be payable in arrears on the first day of each month hereafter and on
   the last day of each Interest Period.

          (b)  Default Rate.  If any Default or Event of Default occurs and
   is continuing and the Majority Lenders in their discretion so elect, then,
   while any such Default or Event of Default is outstanding, all of the
   Obligations shall bear interest at the Default Rate applicable thereto.

       3.2   Conversion and Continuation Elections.  (a)  The Borrower may,
   upon irrevocable written notice to the Agent in accordance with Subsection
   3.2(b):

             (i)    elect, as of any Business Day, in the case of Base Rate
   Loans to convert any such Loans (or any part thereof in an amount not less
   than $2,000,000, or that is in an integral multiple of $500,000 in excess
   thereof) into LIBOR Rate Loans; or

             (ii)   elect, as of the last day of the applicable Interest
   Period, to continue any LIBOR Rate Loans having Interest Periods expiring
   on such day (or any part thereof in an amount not less than $2,000,000, or
   that is in an integral multiple of $500,000 in excess thereof);

   provided, that if at any time the aggregate amount of LIBOR Rate Loans in
   respect of any Borrowing is reduced, by payment, prepayment, or conversion
   of part thereof to be less than $2,000,000, such LIBOR Rate Loans shall
   automatically convert into Base Rate Loans, and on and after such date the
   right of the Borrower to continue such Loans as, and convert such Loans
   into, LIBOR Rate Loans, as the case may be, shall terminate.

          (b)  The Borrower shall deliver a Notice of Conversion/Continuation
   to be received by the Agent not later than 11:00 a.m. (New York time) at
   least three Business Days in advance of the Conversion/Continuation Date,
   if the Loans are to be converted into or continued as LIBOR Rate Loans and
   specifying:

             (i)    the proposed Conversion/Continuation Date;

             (ii)   the aggregate amount of Loans to be converted or renewed;

             (iii)  the type of Loans resulting from the proposed conversion
   or continuation; and

             (iv)   the duration of the requested Interest Period.

          (c)  If upon the expiration of any Interest Period applicable to
   LIBOR Rate Loans, the Borrower has failed to select timely a new Interest
   Period to be applicable to LIBOR Rate Loans or if any Default or Event of
   Default then exists, the Borrower shall be deemed to have elected to
   convert such LIBOR Rate Loans into Base Rate Loans effective as of the
   expiration date of such Interest Period.

          (d)  The Agent will promptly notify each Lender of its receipt of a
   Notice of Conversion/Continuation.  All conversions and continuations
   shall be made ratably according to the respective outstanding principal
   amounts of the Loans with respect to which the notice was given held by
   each Lender.

          (e)  During the existence of a Default or Event of Default, the
   Borrower may not elect to have a Loan converted into or continued as a
   LIBOR Rate Loan.

          (f)  After giving effect to any conversion or continuation of
   Loans, there may not be more than five different Interest Periods in
   effect.

       3.3   Maximum Interest Rate.  In no event shall any interest rate
   provided for hereunder exceed the maximum rate legally chargeable by
   Lender under applicable law for loans of the type provided for hereunder
   (the "Maximum Rate").  If, in any month, any interest rate, absent such
   limitation, would have exceeded the Maximum Rate, then the interest rate
   for that month shall be the Maximum Rate, and, if in future months, that
   interest rate would otherwise be less than the Maximum Rate, then that
   interest rate shall remain at the Maximum Rate until such time as the
   amount of interest paid hereunder equals the amount of interest which
   would have been paid if the same had not been limited by the Maximum Rate.
   In the event that, upon payment in full of the Obligations, the total
   amount of interest paid or accrued under the terms of this Agreement is
   less than the total amount of interest which would, but for this Section
   3.3, have been paid or accrued if the interest rates otherwise set forth
   in this Agreement had at all times been in effect, then the Borrower
   shall, to the extent permitted by applicable law, pay the Agent, for the
   account of the Lenders, an amount equal to the difference between (a) the
   lesser of (i) the amount of interest which would have been charged if the
   Maximum Rate had, at all times, been in effect or (ii) the amount of
   interest which would have accrued had the interest rates otherwise set
   forth in this Agreement, at all times, been in effect and (b) the amount
   of interest actually paid or accrued under this Agreement.  In the event
   that a court determines that the Agent and/or any Lender has received
   interest and other charges hereunder in excess of the Maximum Rate, such
   excess shall be deemed received on account of, and shall automatically be
   applied to reduce, the Obligations other than interest, in the inverse
   order of maturity, and if there are no Obligations outstanding, the Agent
   and/or such Lender shall refund to the Borrower such excess.

       3.4   Closing Fee.  The Borrower agrees to pay the Agent, for the
   account of the Agent, the fees set forth in the fee letter dated January
   14, 1998 between the Borrower and the Agent.  The Agent, the Lenders and
   the Borrower agree that such fees shall be financed by the Lenders as a
   Revolving Loan.

       3.5   Unused Line Fee.  Until the Obligations have been paid in full
   and the Agreement terminated, the Borrower agrees to pay, on the first day
   of each month and on the Termination Date, to the Agent, for the ratable
   account of the Lenders, an unused line fee equal to three-eighths of one
   percent (3/8%) per annum on the average daily amount by which the Maximum
   Revolver Amount exceeded the sum of the average daily outstanding amount
   of Revolving Loans and the undrawn face amount of all outstanding Letters
   of Credit, during the immediately preceding month or shorter period if
   calculated on the Termination Date.  The  unused line fee shall be
   computed on the basis of a 360-day year for the actual number of days
   elapsed.  All payments received by the Agent on account of Accounts or as
   proceeds of other Collateral shall be deemed to be credited to the
   Borrower's Loan Account immediately upon receipt for purposes of
   calculating the unused line fee pursuant to this Section 3.5.

       3.6   Letter of Credit Fee.  The Borrower agrees to pay to the Agent,
   for the ratable account of the Lenders, for each Letter of Credit, a fee
   (the "Letter of Credit Fee") equal to two and one-quarter percent (2.25%)
   per annum of the undrawn face amount of each Letter of Credit issued for
   the Borrower's account at the Borrower's request, plus all out-of-pocket
   costs, fees and expenses incurred by the Agent in connection with the
   application for, issuance of, or amendment to any Letter of Credit, which
   costs, fees and expenses could include a "fronting fee" required to be
   paid by the Agent to such issuer for the assumption of the settlement risk
   in connection with the issuance of such Letter of Credit; provided that
   all such costs, fees and expenses shall be without duplication of any
   costs, fees and expenses charged to the Borrower pursuant to Section
   2.4(h)(2).  The Letter of Credit Fee shall be payable monthly in arrears
   on the first day of each month following any month in which a Letter of
   Credit was issued and/or in which a Letter of Credit remains outstanding.
   The Letter of Credit Fee shall be computed on the basis of a 360-day year
   for the actual number of days elapsed.

       3.7   Administration Fee.  The Borrower agrees to pay the Agent, for
   the account of the Agent, an annual administration fee of $25,000, payable
   in advance on the Closing Date and on each anniversary thereof.  This fee,
   and all other fees hereunder, shall be fully earned and non-refundable
   upon payment.  The annual administration fee shall be financed as a
   Revolving Loan.

                                    ARTICLE 4

                            PAYMENTS AND PREPAYMENTS

       4.1   Revolving Loans.  The Borrower shall repay the outstanding
   principal balance of the Revolving Loans, plus all accrued but unpaid
   interest thereon, on the Termination Date.  The Borrower may prepay
   Revolving Loans at any time, and reborrow subject to the terms of this
   Agreement; provided, however, that with respect to any LIBOR Revolving
   Loans prepaid by the Borrower prior to the expiration date of the Interest
   Period applicable thereto, the Borrower promises to pay to the Agent for
   account of the Lenders the amounts described in Section 5.4.  In addition,
   and without limiting the generality of the foregoing, upon demand the
   Borrower promises to pay to the Agent, for account of the Lenders,  the
   amount, without duplication, by which the sum of outstanding Revolving
   Loans, the aggregate amount of Pending Revolving Loans, the aggregate
   undrawn amounts of all outstanding Letters of Credit and the amount of all
   unpaid reimbursement obligations with respect to the Letters of Credit
   exceeds the Availability.

       4.2   Termination of Facility.  The Borrower may terminate this
   Agreement  upon at least thirty (30) Business Days' notice to the Agent
   and the Lenders, upon (a) the payment in full of all outstanding Revolving
   Loans, together with accrued interest thereon, and the cancellation of all
   outstanding Letters of Credit, (b) the payment of the early termination
   fee set forth in the next sentence, (c) the payment in full in cash of all
   other Obligations together with accrued interest thereon, and (d) with
   respect to any LIBOR Rate Loans prepaid in connection with such
   termination prior to the expiration date of the Interest Period applicable
   thereto, the payment of the amounts described in Section 5.4.  If this
   Agreement is terminated at any time prior to the Stated Termination Date,
   whether pursuant to this Section or pursuant to Section 11.2, the Borrower
   shall pay to the Agent, for the account of the Lenders, an early
   termination fee determined in accordance with the following table:

      Period during which early
          termination occurs                  Early Termination Fee

    On or prior to the first
    Anniversary Date                              $550,000

    After the first Anniversary
    Date but on or prior to the
    second Anniversary Date                       $275,000

    After the second Anniversary
    Date but on or prior to the
    Stated Termination Date                       $137,000

   provided, however, that the early termination fee described in this
   Section 4.2 shall not be payable in the event the Borrower terminates this
   Agreement and pays all Obligations utilizing the proceeds of a credit
   facility agented by Bank of America or BankAmerica Business Credit, Inc.

       4.3   Reserved.

       4.4   Reserved.

       4.5   Reserved.

       4.6   Payments by the Borrower.  (a)  All payments to be made by the
   Borrower shall be made without set-off, recoupment or counterclaim.
   Except as otherwise expressly provided herein, all payments by the
   Borrower shall be made to the Agent for the account of the Lenders at the
   Agent's address set forth in Section 15.8, and shall be made in Dollars
   and in immediately available funds, no later than 3:00 p.m. (New York
   time) on the date specified herein.  Any payment received by the Agent
   later than 3:00 p.m. (New York time) shall be deemed to have been received
   on the following Business Day and any applicable interest or fee shall
   continue to accrue.

          (b)  Subject to the provisions set forth in the definition of
   "Interest Period" herein, whenever any payment is due on a day other than
   a Business Day, such payment shall be made on the following Business Day,
   and such extension of time shall in such case be included in the
   computation of interest or fees, as the case may be.

          (c)  Unless the Agent receives notice from the Borrower prior to
   the date on which any payment is due to the Lenders that the Borrower will
   not make such payment in full as and when required, the Agent may assume
   that the Borrower has made such payment in full to the Agent on such date
   in immediately available funds and the Agent may (but shall not be so
   required), in reliance upon such assumption, distribute to each Lender on
   such due date an amount equal to the amount then due such Lender.  If and
   to the extent the Borrower has not made such payment in full to the Agent,
   each Lender shall repay to the Agent on demand such amount distributed to
   such Lender, together with interest thereon at the Federal Funds Rate for
   each day from the date such amount is distributed to such Lender until the
   date repaid.

       4.7   Payments as Revolving Loans.  All payments of principal,
   interest, reimbursement obligations in connection with Letters of Credit,
   fees, premiums and other sums payable hereunder, including all
   reimbursement for expenses pursuant to Section 15.7, may, at the option of
   the Agent, in its sole discretion, subject only to the terms of this
   Section 4.7, be paid from the proceeds of Revolving Loans made hereunder,
   whether made following a request by the Borrower pursuant to Section 2.2
   or a deemed request as provided in this Section 4.7.  The Borrower hereby
   irrevocably authorizes the Agent to charge the Loan Account for the
   purpose of paying principal, interest, reimbursement obligations in
   connection with Letters of Credit, fees, premiums and other sums payable
   hereunder, including reimbursing expenses pursuant to Section 15.7, and
   agrees that all such amounts charged shall constitute Revolving Loans
   (including BABC Loans and Agent Advances) and that all such Revolving
   Loans so made shall be deemed to have been requested by Borrower pursuant
   to Section 2.2.

       4.8   Apportionment and Application of Payments.  Aggregate principal
   and interest payments shall be apportioned ratably among the Lenders
   (according to the unpaid principal balance of the Loans to which such
   payments relate held by each Lender) and payments of the fees shall, as
   applicable, be apportioned ratably among the Lenders.  All payments shall
   be remitted to the Agent and all such payments not relating to principal
   or interest of specific Loans, or not constituting payment of specific
   fees, and all proceeds of Accounts or other Collateral received by the
   Agent, shall be applied, ratably, subject to the provisions of this
   Agreement, first, to pay any fees, indemnities or expense reimbursements
   including any amounts relating to ACH Transactions then due to the Agent
   from the Borrower; second, to pay any fees or expense reimbursements then
   due to the Lenders from the Borrower; third, to pay interest due in
   respect of all Revolving Loans, including BABC Loans and Agent Advances;
   fourth, to pay or prepay principal of the BABC Loans and Agent Advances;
   fifth, to pay or prepay principal of the Revolving Loans (other than BABC
   Loans and Agent Advances) and unpaid reimbursement obligations in respect
   of Letters of Credit and sixth, to the payment of any other Obligation due
   to the Agent or any Lender by the Borrower.  Notwithstanding anything to
   the contrary contained in this Agreement, unless so directed by the
   Borrower, or unless an Event of Default is outstanding, neither the Agent
   nor any Lender shall apply any payments which it receives to any LIBOR
   Revolving Loan, except (a) on the expiration date of the Interest Period
   applicable to any such LIBOR Revolving Loan, or (b) in the event, and only
   to the extent, that there are no outstanding Base Rate Revolving Loans.
   The Agent shall promptly distribute to each Lender, pursuant to the
   applicable wire transfer instructions received from each Lender in
   writing, such funds as it may be entitled to receive, subject to a
   Settlement delay as provided for in Section 2.2(j).

       4.9   Indemnity for Returned Payments.  If, after receipt of any
   payment of, or proceeds applied to the payment of, all or any part of the
   Obligations, the Agent or any Lender is for any reason compelled to
   surrender such payment or proceeds to any Person, because such payment or
   application of proceeds is invalidated, declared fraudulent, set aside,
   determined to be void or voidable as a preference, impermissible setoff,
   or a diversion of trust funds, or for any other reason, then the
   Obligations or part thereof intended to be satisfied shall be revived and
   continue and this Agreement shall continue in full force as if such
   payment or proceeds had not been received by the Agent or such Lender, and
   the Borrower shall be liable to pay to the Agent, and hereby does
   indemnify the Agent and the Lenders and hold the Agent and the Lenders
   harmless for, the amount of such payment or proceeds surrendered.  The
   provisions of this Section 4.9 shall be and remain effective
   notwithstanding any contrary action which may have been taken by the Agent
   or any Lender in reliance upon such payment or application of proceeds,
   and any such contrary action so taken shall be without prejudice to the
   Agent's and the Lenders' rights under this Agreement and shall be deemed
   to have been conditioned upon such payment or application of proceeds
   having become final and irrevocable.  The provisions of this Section 4.9
   shall survive the termination of this Agreement.

       4.10  Agent's and Lenders' Books and Records; Monthly Statements. The
   Borrower agrees that the Agent's and each Lender's books and records
   showing the Obligations and the transactions pursuant to this Agreement
   and the other Loan Documents shall be admissible in any action or
   proceeding arising therefrom, and shall constitute rebuttably presumptive
   proof thereof, irrespective of whether any Obligation is also evidenced by
   a promissory note or other instrument.  The Agent will provide to the
   Borrower a monthly statement of Loans, payments, and other transactions
   pursuant to this Agreement.  Such statement shall be deemed correct,
   accurate, and binding on the Borrower and an account stated (except for
   corrections of errors discovered by the Agent), unless the Borrower
   notifies the Agent in writing to the contrary within thirty (30) days
   after such statement is rendered.  In the event a timely written notice of
   objections is given by the Borrower, only the items to which exception is
   expressly made will be considered to be disputed by the Borrower.

                                    ARTICLE 5

                     TAXES, YIELD PROTECTION AND ILLEGALITY

       5.1   Taxes. (a)  Any and all payments by the Borrower to each Lender
   or the Agent under this Agreement and any other Loan Document shall be
   made free and clear of, and without deduction or withholding for any
   Taxes.  In addition, the Borrower shall pay all Other Taxes.

          (b)  The Borrower agrees to indemnify and hold harmless each Lender
   and the Agent for the full amount of Taxes or Other Taxes (including any
   Taxes or Other Taxes imposed by any jurisdiction on amounts payable under
   this Section) paid by the Lender or the Agent and any liability (including
   penalties, interest, additions to tax and expenses) arising therefrom or
   with respect thereto, whether or not such Taxes or Other Taxes were
   correctly or legally asserted.  Payment under this indemnification shall
   be made within 30 days after the date the Lender or the Agent makes
   written demand therefor.

          (c)  If the Borrower shall be required by law to deduct or withhold
   any Taxes or Other Taxes from or in respect of any sum payable hereunder
   to any Lender or the Agent, then:

             (i)    the sum payable shall be increased as necessary so that
   after making all required deductions and withholdings (including
   deductions and withholdings applicable to additional sums payable under
   this Section) such Lender or the Agent, as the case may be, receives an
   amount equal to the sum it would have received had no such deductions or
   withholdings been made;

             (ii)   the Borrower shall make such deductions and withholdings;

             (iii)  the Borrower shall pay the full amount deducted or
   withheld to the relevant taxing authority or other authority in accordance
   with applicable law; and

             (iv)   the Borrower shall also pay to each Lender or the Agent
   for the account of such Lender, at the time interest is paid, all
   additional amounts which the respective Lender specifies as necessary to
   preserve the after-tax yield the Lender would have received if such Taxes
   or Other Taxes had not been imposed.

          (d)  Within 30 days after the date of any payment by the Borrower
   of Taxes or Other Taxes, the Borrower shall furnish the Agent the original
   or a certified copy of a receipt evidencing payment thereof, or other
   evidence of payment satisfactory to the Agent.

          (e)  If the Borrower is required to pay additional amounts to any
   Lender or the Agent pursuant to subsection (c) of this Section, then such
   Lender shall use reasonable efforts (consistent with legal and regulatory
   restrictions) to change the jurisdiction of its lending office so as to
   eliminate any such additional payment by the Borrower which may thereafter
   accrue, if such change in the judgment of such Lender is not otherwise
   disadvantageous to such Lender.

       5.2   Illegality.  (a)  If any Lender determines that the
   introduction of any Requirement of Law, or any change in any Requirement
   of Law, or in the interpretation or administration of any Requirement of
   Law, has made it unlawful, or that any central bank or other Governmental
   Authority has asserted that it is unlawful, for any Lender or its
   applicable lending office to make LIBOR Rate Loans, then, on notice
   thereof by the Lender to the Borrower through the Agent, any obligation of
   that Lender to make LIBOR Rate Loans shall be suspended until the Lender
   notifies the Agent and the Borrower that the circumstances giving rise to
   such determination no longer exist.

          (b)  If a Lender determines that it is unlawful to maintain any
   LIBOR Rate Loan, the Borrower shall, upon its receipt of notice of such
   fact and demand from such Lender (with a copy to the Agent), prepay in
   full such LIBOR Rate Loans of that Lender then outstanding, together with
   interest accrued thereon and amounts required under Section 5.4, either on
   the last day of the Interest Period thereof, if the Lender may lawfully
   continue to maintain such LIBOR Rate Loans to such day, or immediately, if
   the Lender may not lawfully continue to maintain such LIBOR Rate Loan.  If
   the Borrower is required to so prepay any LIBOR Rate Loan, then
   concurrently with such prepayment, the Borrower shall borrow from the
   affected Lender, in the amount of such repayment, a Base Rate Loan.

       5.3   Increased Costs and Reduction of Return.  (a)  If any Lender
   determines that, due to either (i) the introduction of or any change in
   the interpretation of any law or regulation or (ii) the compliance by that
   Lender with any guideline or request from any central bank or other
   Governmental Authority (whether or not having the force of law), there
   shall be any increase in the cost to such Lender of agreeing to make or
   making, funding or maintaining any LIBOR Rate Loans, then the Borrower
   shall be liable for, and shall from time to time, upon demand (with a copy
   of such demand to be sent to the Agent), pay to the Agent for the account
   of such Lender, additional amounts as are sufficient to compensate such
   Lender for such increased costs.

          (b)  If any Lender shall have determined that (i) the introduction
   of any Capital Adequacy Regulation, (ii) any change in any Capital
   Adequacy Regulation, (iii) any change in the interpretation or
   administration of any Capital Adequacy Regulation by any central bank or
   other Governmental Authority charged with the interpretation or
   administration thereof, or (iv) compliance by the Lender or any
   corporation or other entity controlling the Lender with any Capital
   Adequacy Regulation, affects or would affect the amount of capital
   required or expected to be maintained by the Lender or any corporation or
   other entity controlling the Lender and (taking into consideration such
   Lender's or such corporation's or other entity's policies with respect to
   capital adequacy and such Lender's desired return on capital) determines
   that the amount of such capital is increased as a consequence of its
   Commitment, loans, credits or obligations under this Agreement, then, upon
   demand of such Lender to the Borrower through the Agent, the Borrower
   shall pay to the Lender, from time to time as specified by the Lender,
   additional amounts sufficient to compensate the Lender for such increase.

          (c)  Any demand made by any Lender pursuant to this Section 5.3
   shall not cover any period more than 180 days prior to the date of demand.

       5.4   Funding Losses.  The Borrower shall reimburse each Lender and
   hold each Lender harmless from any loss or expense which the Lender may
   sustain or incur as a consequence of:

          (a)  the failure of the Borrower to make on a timely basis any
   payment of principal of any LIBOR Rate Loan;

          (b)  the failure of the Borrower to borrow, continue or convert a
   Loan after the Borrower has given (or is deemed to have given) a Notice of
   Borrowing or a Notice of Conversion/ Continuation;

          (c)  the prepayment or other payment (including after acceleration
   thereof) of an LIBOR Rate Loan on a day that is not the last day of the
   relevant Interest Period;

   including any such loss or expense arising from the liquidation or
   reemployment of funds obtained by it to maintain its LIBOR Rate Loans or
   from fees payable to terminate the deposits from which such funds were
   obtained.

       5.5   Inability to Determine Rates.  If the Agent determines that for
   any reason adequate and reasonable means do not exist for determining the
   LIBOR Rate for any requested Interest Period with respect to a proposed
   LIBOR Rate Loan, or that the LIBOR Rate for any requested Interest Period
   with respect to a proposed LIBOR Rate Loan does not adequately and fairly
   reflect the cost to the Lenders of funding such Loan, the Agent will
   promptly so notify the Borrower and each Lender.  Thereafter, the
   obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder
   shall be suspended until the Agent revokes such notice in writing.  Upon
   receipt of such notice, the Borrower may revoke any Notice of Borrowing or
   Notice of Conversion/Continuation then submitted by it.  If the Borrower
   does not revoke such Notice, the Lenders shall make, convert or continue
   the Loans, as proposed by the Borrower, in the amount specified in the
   applicable notice submitted by the Borrower, but such Loans shall be made,
   converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

       5.6   Certificates of Lenders.  Any Lender claiming reimbursement or
   compensation under this Article 5 shall deliver to the Borrower (with a
   copy to the Agent) within 90 days of demand a certificate setting forth in
   reasonable detail the amount payable to the Lender hereunder and such
   certificate shall be conclusive and binding on the Borrower in the absence
   of manifest error.

       5.7   Survival.  The agreements and obligations of the Borrower in
   this Article 5 shall survive the payment of all other Obligations.

                                    ARTICLE 6

                                   COLLATERAL

       6.1   Grant of Security Interest.  (a) As security for all present
   and future Obligations, the Borrower hereby grants to the Agent, for the
   ratable benefit of the Agent and the Lenders, a continuing security
   interest in, lien on, and right of set-off against, all of the following
   property of the Borrower, whether now owned or existing or hereafter
   acquired or arising, regardless of where located:

             (i)    all Accounts;

             (ii)   all Inventory;

             (iii)  all contract rights (other than contract rights which by
   their terms are non-assignable), letters of credit, Assigned Contracts,
   chattel paper, instruments, notes, documents, and documents of title;

             (iv)   all General Intangibles;

             (v)    all Equipment (other than leased Equipment as to which
   the terms of the applicable lease prohibit a Lien on the Equipment subject
   to such lease);

             (vi)   all money, investment property, securities and other
   property of any kind of the Borrower in the possession or under the
   control of the Agent or any Lender, any assignee of or participant in the
   Obligations, or a bailee of any such party or such party's affiliates;

             (vii)  all deposit accounts, credits and balances with and other
   claims against the Agent or any Lender or any of its affiliates or any
   other financial institution in which the Borrower maintains deposits;

             (viii)      all books, records and other property related to or
   referring to any of the foregoing, including, without limitation, books,
   records, account ledgers, data processing records, computer software and
   other property and General Intangibles at any time evidencing or relating
   to any of the foregoing; and

             (ix)   all accessions to, substitutions for and replacements,
   products and proceeds of any of the foregoing, including, but not limited
   to, proceeds of any insurance policies, claims against third parties, and
   condemnation or requisition payments with respect to all or any of the
   foregoing.

   All of the foregoing, together with the Real Estate covered by the
   Mortgage(s), and all other property of the Borrower in which the Agent or
   any Lender may at any time be granted a Lien, is herein collectively
   referred to as the "Collateral."

          (b)  As security for all Obligations, the Borrower shall
   simultaneously herewith execute and deliver to the Agent the Mortgage(s)
   to grant to the Agent, for the ratable benefit of the Agent and the
   Lenders, a continuing mortgage lien on the Real Estate and Premises.

          (c)  All of the Obligations shall be secured by all of the
   Collateral.

       6.2   Perfection and Protection of Security Interest. (a)  The
   Borrower shall, at its expense, perform all steps requested by the Agent
   at any time to perfect, maintain, protect, and enforce the Agent's Liens,
   including, without limitation:  (i) executing, delivering and/or filing
   and recording of the Mortgage(s) the Patent and Trademark Agreements and
   executing and filing financing or continuation statements, and amendments
   thereof, in form and substance satisfactory to the Agent; (ii) delivering
   to the Agent the originals of all instruments, documents, and chattel
   paper, and all other Collateral of which the Agent determines it should
   have physical possession in order to perfect and protect the Agent's
   security interest therein, duly pledged, endorsed or assigned to the Agent
   without restriction; (iii) delivering to the Agent warehouse receipts
   covering any portion of the Collateral located in warehouses and for which
   warehouse receipts are issued; (iv) when an Event of Default exists,
   transferring Inventory to warehouses designated by the Agent; (v) placing
   notations on the Borrower's books of account to disclose the Agent's
   security interest; (vii) delivering to the Agent all letters of credit on
   which the Borrower is named beneficiary; and (viii) taking such other
   steps as are deemed necessary or desirable by the Agent to maintain and
   protect the Agent's Liens.  To the extent permitted by applicable law, the
   Agent may file, without the Borrower's signature, one or more financing
   statements disclosing the Agent's Liens.  The Borrower agrees that a
   carbon, photographic, photostatic, or other reproduction of this Agreement
   or of a financing statement is sufficient as a financing statement.

          (b)  If any Collateral is at any time in the possession or control
   of any warehouseman, bailee or any of the Borrower's agents or processors,
   then the Borrower shall notify the Agent thereof and shall notify such
   Person of the Agent's security interest in such Collateral and, upon the
   Agent's request, instruct such Person to hold all such Collateral for the
   Agent's account subject to the Agent's instructions.  If at any time any
   Collateral is located on any operating facility of the Borrower which is
   not owned by the Borrower, then the Borrower shall, at the request of the
   Agent, obtain written waivers, in form and substance satisfactory to the
   Agent, of all present and future Liens to which the owner or lessor  of
   such premises may be entitled to assert against the Collateral.

          (c)  From time to time, the Borrower shall, upon the Agent's
   request, execute and deliver confirmatory written instruments pledging to
   the Agent, for the ratable benefit of the Agent and the Lenders, the
   Collateral with respect to the Borrower, but the Borrower's failure to do
   so shall not affect or limit the Agent's security interest or the Agent's
   other rights in and to the Collateral with respect to the Borrower.  So
   long as this Agreement is in effect and until all Obligations have been
   fully satisfied, the Agent's Liens shall continue in full force and effect
   in all Collateral (whether or not deemed eligible for the purpose of
   calculating the Availability or as the basis for any advance, loan,
   extension of credit, or other financial accommodation).

       6.3   Location of Collateral.  The Borrower represents and warrants
   to the Agent and the Lenders that:  (a) Schedule 6.3 is a correct and
   complete list of the Borrower's chief executive office, the location of
   its books and records, the locations of the Collateral (other than
   Collateral in transit), and the locations of all of its other places of
   business; and (b) Schedule 6.3 correctly identifies any of such facilities
   and locations that are not owned by the Borrower and sets forth the names
   of the owners and lessors or sublessors of and, if known to Borrower, the
   holders of any mortgages on, such facilities and locations.  The Borrower
   covenants and agrees that it will not (i) maintain any Collateral at any
   location other than those locations listed for the Borrower on Schedule
   6.3 (other than Collateral in transit), (ii) otherwise change or add to
   any of such locations, provided that Borrower may eliminate its Berlin,
   Wisconsin and Caldwell, Indiana locations, or (iii) change the location of
   its chief executive office from the location identified in Schedule 6.3,
   unless (with respect to (i), (ii) and (iii) above) it gives the Agent at
   least thirty (30) days' prior written notice thereof and executes any and
   all financing statements and other documents that the Agent requests in
   connection therewith.  Without limiting the foregoing, the Borrower
   represents that all of its Inventory (other than Inventory in transit) is,
   and covenants that all of its Inventory will be, located either (a) on
   premises owned by the Borrower, (b) on premises leased by the Borrower,
   provided that the Agent has received an executed landlord waiver from the
   landlord of such premises in form and substance satisfactory to the Agent,
   or (c) in a public warehouse, provided that the Agent has received an
   executed bailee letter from the applicable public warehouseman in form and
   substance satisfactory to the Agent.

       6.4   Title to, Liens on, and Sale and Use of Collateral.  The
   Borrower represents and warrants to the Agent and the Lenders and agrees
   with the Agent and the Lenders that: (a) all of the Collateral is and will
   continue to be owned by the Borrower free and clear of all Liens
   whatsoever, except for Permitted Liens; (b) the Agent's Liens in the
   Collateral will not be subject to any prior Lien other than Permitted
   Liens pursuant to clauses (d), (e), (g) or (h) of the definition thereof;
   (c) the Borrower will use, store, and maintain the Collateral with all
   reasonable care and will use such Collateral for lawful purposes only; and
   (d) the Borrower will not, without the Agent's prior written approval,
   sell, or dispose of or permit the sale or disposition of any of the
   Collateral except for sales of Inventory in the ordinary course of
   business and sales of Equipment as permitted by Section 6.11 and except
   for sales or other dispositions of Borrower's facilities in Berlin,
   Wisconsin and Caldwell, Indiana.  The inclusion of proceeds in the
   Collateral shall not be deemed to constitute the Agent's or any Lender's
   consent to any sale or other disposition of the Collateral except as
   expressly permitted herein.

       6.5   Appraisals.  Whenever a Default or Event of Default exists, and
   at such other times not more frequently than once a year as the Agent
   requests, the Borrower shall, at its expense and upon the Agent's request,
   provide the Agent with appraisals or updates thereof of any or all of the
   Collateral from an appraiser, and prepared on a basis, satisfactory to the
   Agent, such appraisals and updates to include, without limitation,
   information required by applicable law and regulation and by the internal
   policies of the Lenders.

       6.6   Access and Examination; Confidentiality.  (a)  The Agent,
   accompanied by any Lender which so elects, may at all reasonable times
   during regular business hours (and at any time when a Default or Event of
   Default exists) have access to, examine, audit, make extracts from or
   copies of and inspect any or all of the Borrower's records, files, and
   books of account and the Collateral, and discuss the Borrower's affairs
   with the Borrower's officers and management.  The Borrower will deliver to
   the Agent any instrument necessary for the Agent to obtain records from
   any service bureau maintaining records for the Borrower.  The Agent may,
   and at the direction of the Majority Lenders shall, at any time when a
   Default or Event of Default exists, and at the Borrower's expense, make
   copies of all of the Borrower's books and records, or require the Borrower
   to deliver such copies to the Agent.  The Agent may, without expense to
   the Agent, use such of the Borrower's respective personnel, supplies, and
   premises as may be reasonably necessary for maintaining or enforcing the
   Agent's Liens.  The Agent shall have the right, at any time, in the
   Agent's name or in the name of a nominee of the Agent, to verify the
   validity, amount or any other matter relating to the Accounts, Inventory,
   or other Collateral, by mail, telephone, or otherwise.

          (b)  The Borrower agrees that, subject to the Borrower's prior
   consent for uses other than in a traditional tombstone, which consent
   shall not be unreasonably withheld or delayed, the Agent and each Lender
   may use the Borrower's name in advertising and promotional material and in
   conjunction therewith disclose the general terms of this Agreement.  The
   Agent and each Lender agree to take normal and reasonable precautions and
   exercise due care to maintain the confidentiality of all information
   provided to the Agent or such Lender by or on behalf of the Borrower,
   under this Agreement or any other Loan Document, and neither the Agent,
   nor such Lender nor any of their respective Affiliates shall use any such
   information other than in connection with or in enforcement of this
   Agreement and the other Loan Documents, except to the extent that such
   information (i) was or becomes generally available to the public other
   than as a result of disclosure by the Agent or such Lender, or (ii) was or
   becomes available on a nonconfidential basis from a source other than the
   Borrower, provided that such source is not bound by a confidentiality
   agreement with the Borrower known to the Agent or such Lender; provided,
   however, that the Agent and any Lender may disclose such information (1)
   at the request or pursuant to any requirement of any Governmental
   Authority to which the Agent or such Lender is subject or in connection
   with an examination of the Agent or such Lender by any such Governmental
   Authority; (2) pursuant to subpoena or other court process; (3) when
   required to do so in accordance with the provisions of any applicable
   requirement of law; (4) to the extent reasonably required in connection
   with any litigation or proceeding (including, but not limited to, any
   bankruptcy proceeding) to which the Agent, any Lender or their respective
   Affiliates may be party; (5) to the extent reasonably required in
   connection with the exercise of any remedy hereunder or under any other
   Loan Document; (6) to the Agent's or such Lender's independent auditors,
   accountants, attorneys and other professional advisors; (7) to any
   prospective Participating Lender or assignee under any Assignment and
   Acceptance, actual or potential, provided that such prospective
   Participating Lender or assignee agrees to keep such information
   confidential to the same extent required of the Agent and the Lenders
   hereunder;  (8) as expressly permitted under the terms of any other
   document or agreement regarding confidentiality to which the Borrower is
   party or is deemed party with the Agent or such Lender, and (9) to its
   Affiliates.

       6.7   Collateral Reporting.  The Borrower shall provide the Agent
   with the following documents at the following times in form satisfactory
   to the Agent: (a) on a weekly basis, or more frequently if requested by
   the Agent, a schedule of the Borrower's Accounts created since the last
   such schedule; (b) on a monthly basis, an aging of the Borrower's
   Accounts, together with a reconciliation to the previous month's aging of
   the Borrower's Accounts and to the Borrower's general ledger; (c) on a
   monthly basis, an aging of the Borrower's accounts payable; (d) on a
   semi-monthly basis (or more frequently if requested by the Agent), within
   five Business Days of the 15th and 30th day of each month, Inventory
   reports by category, with additional detail showing additions to and
   deletions from the Inventory; (e) upon request, copies of invoices in
   connection with the Borrower's Accounts, customer statements, credit
   memos, remittance advices and reports, deposit slips, shipping and
   delivery documents in connection with the Borrower's Accounts and for
   Inventory and Equipment acquired by the Borrower, purchase orders and
   invoices; (f) upon request,  a statement of the balance of each of the
   Intercompany Accounts; (g) such other reports as to the Collateral of the
   Borrower as the Agent shall reasonably request from time to time; (h) on a
   weekly basis, within five Business Days following each Saturday, a
   Borrowing Base Certificate; and (i) with the delivery of each of the
   foregoing, a certificate of the Borrower executed by an officer thereof
   certifying as to the accuracy and completeness of the foregoing.  If any
   of the Borrower's records or reports of the Collateral are prepared by an
   accounting service or other agent, the Borrower hereby authorizes such
   service or agent to deliver such records, reports, and related documents
   to the Agent, for distribution to the Lenders.  The Agent shall promptly
   send to each Lender a copy of each Borrowing Base Certificate received
   from the Borrower.

       6.8   Accounts.  (a) The Borrower hereby represents and warrants to
   the Agent and the Lenders, with respect to the Borrower's Accounts, that:
   (i) each existing Account represents, and each future Account will
   represent, a bona fide sale or lease and delivery of goods by the
   Borrower, or rendition of services by the Borrower, in the ordinary course
   of the Borrower's business; (ii) each existing Account is, and each future
   Account will be, for a liquidated amount payable by the Account Debtor
   thereon on the terms set forth in the invoice therefor or in the schedule
   thereof delivered to the Agent, without any offset, deduction, defense, or
   counterclaim except those reported to the Agent and the Lenders pursuant
   to this Agreement; (iii) no payment will be received with respect to any
   Account, and no credit, discount, or extension, or agreement therefor will
   be granted on any Account, except as reported to the Agent and the Lenders
   in accordance with this Agreement; (iv) each copy of an invoice delivered
   to the Agent by the Borrower will be a genuine copy of the original
   invoice sent to the Account Debtor named therein; and (v) all goods
   described in each invoice will have been delivered to the Account Debtor
   and all services of the Borrower described in each invoice will have been
   performed.

          (b)  Borrower shall not re-date any invoice or sale or make sales
   on extended dating beyond that customary in the Borrower's business or
   modify any Account or extend any account beyond 90 days from invoice date.
   If the Borrower becomes aware of any matter adversely affecting the
   collectability of any Account or Account Debtor involving an amount
   greater than $250,000, including information regarding the Account
   Debtor's creditworthiness, the Borrower will promptly so advise the Agent.

          (c)  Borrower shall not accept any note or other instrument (except
   a check or other instrument for the immediate payment of money) with
   respect to any Account without the Agent's written consent.  If the Agent
   consents to the acceptance of any such instrument, it shall be considered
   as evidence of the Account and not payment thereof and the Borrower will
   promptly deliver such instrument to the Agent, endorsed by the Borrower to
   the Agent in a manner satisfactory in form and substance to the Agent.
   Regardless of the form of presentment, demand, notice of protest with
   respect thereto, the Borrower shall remain liable thereon until such
   instrument is paid in full.

          (d)  The Borrower shall notify the Agent promptly of all disputes
   and claims in excess of $250,000 individually, or $500,000 in the
   aggregate with any  Account Debtor, and agrees to settle, contest, or
   adjust such dispute or claim at no expense to the Agent or any Lender.  No
   discount, credit or allowance shall be granted to any such Account Debtor
   without the Agent's prior written consent, except for discounts, credits
   and allowances made or given in the ordinary course of the Borrower's
   business when no Event of Default exists hereunder.  The Borrower shall
   send the Agent a copy of each credit memorandum in excess of $50,000 as
   soon as issued.  The Agent may, and at the direction of the Majority
   Lenders shall, at all times when an Event of Default exists hereunder,
   settle or adjust disputes and claims directly with Account Debtors for
   amounts and upon terms which the Agent or the Majority Lenders, as
   applicable, shall consider advisable and, in all cases, the Agent will
   credit the Borrower's Loan Account with only the net amounts received by
   the Agent in payment of any Accounts.

          (e)  If an Account Debtor returns any Inventory to the Borrower
   when no Event of Default exists, then the Borrower shall promptly
   determine the reason for such return and shall issue a credit memorandum
   to the Account Debtor in the appropriate amount.  The Borrower shall
   immediately report to the Agent any return involving an amount in excess
   of $50,000.  Each such report shall indicate the reasons for the returns
   and the locations and condition of the returned Inventory.  In the event
   any Account Debtor returns Inventory to the Borrower when an Event of
   Default exists, the Borrower, upon request of the Agent, shall: (i) hold
   the returned Inventory in trust for the Agent; (ii) segregate all returned
   Inventory from all of its other property; (iii) dispose of the returned
   Inventory solely according to the Agent's written instructions; and (iv)
   not issue any credits or allowances with respect thereto without the
   Agent's prior written consent.  All returned Inventory shall be subject to
   the Agent's Liens thereon.  Whenever any Inventory is returned, the
   related Account shall be deemed ineligible to the extent of the amount
   owing by the Account Debtor with respect to such returned Inventory.

       6.9   Collection of Accounts; Payments.  (a)  The Borrower shall
   establish a lock-box service for collections of Accounts at a bank
   acceptable to the Agent and pursuant to documentation satisfactory to the
   Agent.  The Borrower shall instruct all Account Debtors to make all
   payments directly to the address established for such service.  If,
   notwithstanding such instructions, the Borrower receives any proceeds of
   Accounts, it shall receive such payments as the Agent's trustee, and shall
   immediately deliver such payments to the Agent in their original form duly
   endorsed in blank or deposit them into a  Payment Account, as the Agent
   may direct.  All collections received in any such lock-box or Payment
   Account or directly by the Borrower or the Agent, and all funds in any
   Payment Account or other account to which such collections are deposited
   shall be subject to the Agent's sole control.  The Agent or the Agent's
   designee may, at any time after the occurrence and during the continuance
   of an Event of Default, notify Account Debtors that the Accounts have been
   assigned to the Agent and of the Agent's security interest therein, and
   may collect them directly and charge the collection costs and expenses to
   the Borrower's Loan Account as a Revolving Loan.  So long as an Event of
   Default has occurred and is continuing, the Borrower, at the Agent's
   request, shall execute and deliver to the Agent such documents as the
   Agent shall require to grant the Agent access to any post office box in
   which collections of Accounts are received.

          (b)  If sales of Inventory are made for cash, the Borrower shall
   immediately deliver to the Agent or deposit into a Payment Account the
   cash which the Borrower receives.

          (c)  All payments, including immediately available funds received
   by the Agent at a bank designated by it, received by the Agent on account
   of Accounts or as proceeds of other Collateral will be the Agent's sole
   property for its benefit and the benefit of the Lenders and will be
   credited to the Borrower's Loan Account (conditional upon final
   collection) after allowing One (1) Business Day for collection after such
   receipt of good funds by the Agent; provided, however, that such payments
   shall be deemed to be credited to the Borrower's Loan Account immediately
   upon receipt for purposes of (i) determining Availability, (ii)
   calculating the unused line fee pursuant to Section 3.5, and (iii)
   calculating the amount of interest to be distributed by the Agent to the
   Lenders (but not the amount of interest payable by the Borrower).

          (d)  In the event the Borrower repays all of the Obligations upon
   the termination of this Agreement or upon acceleration of the Obligations,
   other than through the Agent's receipt of payments on account of the
   Accounts or proceeds of the other Collateral, such payment will be
   credited (conditional upon final collection) to the Borrower's Loan
   Account one (1) Business Day after the Agent's receipt of such funds.

       6.10  Inventory; Perpetual Inventory.  The Borrower represents and
   warrants to the Agent and the Lenders and agrees with the Agent and the
   Lenders that all of the Inventory owned by the Borrower is and will be
   held for sale or lease (and in the case of raw materials and work in
   process for further processing into finished goods to be held for sale),
   or to be furnished in connection with the rendition of services, in the
   ordinary course of the Borrower's business, and is and will be fit for
   such purposes.  The Borrower will keep its Inventory in good and
   marketable condition, at its own expense.  The Borrower agrees that all
   Inventory produced in the United States will be produced in accordance
   with the Federal Fair Labor Standards Act of 1938, as amended, and all
   rules, regulations, and orders thereunder.  The Borrower will conduct a
   physical count of the Inventory at least once per Fiscal Year, and after
   and during the continuation of an Event of Default, at such other times as
   the Agent requests.  The Borrower will maintain a perpetual inventory
   reporting system at all times.  The Borrower will not, without the Agent's
   written consent, sell any Inventory on a bill-and-hold, guaranteed sale,
   sale and return, sale on approval, consignment, or other repurchase or
   return basis.  Any inventory of others which is on the premises of the
   Borrower for processing, cutting, manufacturing, finishing or otherwise,
   shall be segregated and shall not be reported or included on any Borrowing
   Base Certificate as Inventory or Eligible Inventory of the Borrower.

       6.11  Equipment.  The Borrower represents and warrants to the Agent
   and the Lenders and agrees with the Agent and the Lenders that
   substantially all of the Equipment owned by the Borrower is and will be
   used or held for use in the Borrower's business, and is and will be fit
   for such purposes.  The Borrower shall keep and maintain its Equipment
   used or useful in its business in good operating condition and repair
   (ordinary wear and tear excepted) and shall make all necessary
   replacements thereof, all in accordance with past practices..

          (b)  The Borrower shall promptly inform the Agent of any material
   additions to or deletions from the Equipment.  Except as disclosed to
   Agent, the Borrower shall not permit any Equipment to become a fixture
   with respect to real property or to become an accession with respect to
   other personal property with respect to which real or personal property
   the Agent does not have a Lien.  The Borrower will not, without the
   Agent's prior written consent, alter or remove any identifying symbol or
   number on any of the Borrower's Equipment consisting of Collateral.

          (c)  The Borrower shall not, without the Lender's prior written
   consent, sell, lease as a lessor, or otherwise dispose of any of the
   Borrower's Equipment; provided, however, that the Borrower may dispose of
   obsolete or unusable Equipment having an orderly liquidation value no
   greater than $500,000 in the aggregate in any Fiscal Year and the
   Equipment at its Caldwell, Indiana and Berlin, Wisconsin locations, in
   each case without the Majority Lender's consent, subject to the conditions
   set forth in the next sentence.  All cash proceeds of each sale shall be
   remitted to the Agent for application to the Revolving Loans.  All
   replacement Equipment purchased by the Borrower shall be free and clear of
   all Liens except the Agent's Lien.

       6.12  Assigned Contracts.  The Borrower shall fully perform all of
   its obligations under each of the Assigned Contracts, and shall enforce
   all of its rights and remedies thereunder, in each case, as it deems
   appropriate in its business judgment; provided, however, that the Borrower
   shall not take any action or fail to take any action with respect to its
   Assigned Contracts which would cause the termination of a material
   Assigned Contract unless a replacement contract is contemporaneously being
   entered into.  Without limiting the generality of the foregoing, the
   Borrower shall take all action necessary or appropriate to permit, and
   shall not take any action which would have any materially adverse effect
   upon, the full enforcement of all indemnification rights under its
   Assigned Contracts.  The Borrower shall not, without the Agent's and the
   Majority Lenders' prior written consent, modify, amend, supplement,
   compromise, satisfy, release, or discharge any of its Assigned Contracts,
   any collateral securing the same, any Person liable directly or indirectly
   with respect thereto, or any agreement relating to any of its Assigned
   Contracts or the collateral therefor.  The Borrower shall notify the Agent
   and the Lenders in writing, promptly after the Borrower becomes aware
   thereof, of any event or fact which could give rise to a claim by it for
   indemnification under any of its Assigned Contracts, and shall diligently
   pursue such right and report to the Agent on all further developments with
   respect thereto.  The Borrower shall remit directly to the Agent for
   application to the Obligations in such order as the Majority Lenders shall
   determine, all amounts received by the Borrower as indemnification or
   otherwise pursuant to its Assigned Contracts.  If the Borrower shall fail
   after the Agent's demand to pursue diligently any right under its Assigned
   Contracts, or if an Event of Default then exists, the Agent may, and at
   the direction of the Majority Lenders shall, directly enforce such right
   in its own or the Borrower's name and may enter into such settlements or
   other agreements with respect thereto as the Agent or the Majority
   Lenders, as applicable, shall determine.  In any suit, proceeding or
   action brought by the Agent for the benefit of the Lenders under any
   Assigned Contract for any sum owing thereunder or to enforce any provision
   thereof, the Borrower shall indemnify and hold the Agent and Lenders
   harmless from and against all expense, loss or damage suffered by reason
   of any defense, setoff, counterclaims, recoupment, or reduction of
   liability whatsoever of the obligor thereunder arising out of a breach by
   the Borrower of any obligation thereunder or arising out of any other
   agreement, indebtedness or liability at any time owing from the Borrower
   to or in favor of such obligor or its successors.  All such obligations of
   the Borrower shall be and remain enforceable only against the Borrower and
   shall not be enforceable against the Agent.  Notwithstanding any provision
   hereof to the contrary, the Borrower and not the Agent or the Lenders
   shall at all times remain liable to observe and perform all of its duties
   and obligations under its Assigned Contracts, and the Agent's or any
   Lender's exercise of any of their respective rights with respect to the
   Collateral shall not release the Borrower from any of such duties and
   obligations.  Neither the Agent nor any Lender shall be obligated to
   perform or fulfill any of the Borrower's duties or obligations under its
   Assigned Contracts or to make any payment thereunder, or to make any
   inquiry as to the nature or sufficiency of any payment or property
   received by it thereunder or the sufficiency of performance by any party
   thereunder, or to present or file any claim, or to take any action to
   collect or enforce any performance, any payment of any amounts, or any
   delivery of any property.

       6.13  Documents, Instruments, and Chattel Paper.  The Borrower
   represents and warrants to the Agent and the Lenders that (a) all
   documents, instruments, and chattel paper describing, evidencing, or
   constituting Collateral, and all signatures and endorsements thereon, are
   and will be complete, valid, and genuine, and (b) all goods evidenced by
   such documents, instruments, and chattel paper are and will be owned by
   the Borrower, free and clear of all Liens other than Permitted Liens.

       6.14  Right to Cure.  The Agent may, in its discretion, and shall, at
   the direction of the Majority Lenders,  pay any amount or do any act
   required of the Borrower hereunder or under any other Loan Document in
   order to preserve, protect, maintain or enforce the Obligations, the
   Collateral or the Agent's Liens therein, and which the Borrower fails to
   pay or do, including, without limitation, payment of any judgment against
   the Borrower, any insurance premium, any warehouse charge, any finishing
   or processing charge, any landlord's claim, and any other Lien upon or
   with respect to the Collateral.  All payments that the Agent makes under
   this Section 6.14 and all out-of-pocket costs and expenses that the Agent
   pays or incurs in connection with any action taken by it hereunder shall
   be charged to the Borrower's Loan Account as a Revolving Loan.  Any
   payment made or other action taken by the Agent under this Section 6.14
   shall be without prejudice to any right to assert an Event of Default
   hereunder and to proceed thereafter as herein provided.

       6.15  Power of Attorney.  The Borrower hereby appoints the Agent and
   the Agent's designee as the Borrower's attorney, with power:  (a) to
   endorse the Borrower's name on any checks, notes, acceptances, money
   orders, or other forms of payment or security that come into the Agent's
   or any Lender's possession; (b) to sign the Borrower's name on any
   invoice, bill of lading, warehouse receipt or other document of title
   relating to any Collateral, on drafts against customers, on assignments of
   Accounts, on notices of assignment, financing statements and other public
   records and to file any such financing statements by electronic means with
   or without a signature as authorized or required by applicable law or
   filing procedure; (c) so long as any Event of Default has occurred and is
   continuing, to notify the post office authorities to change the address
   for delivery of the Borrower's mail to an address designated by the Agent
   and to receive, open and dispose of all mail addressed to the Borrower;
   (d) to send requests for verification of Accounts to customers or Account
   Debtors in conformity with this Agreement; (e) to clear Inventory, the
   purchase of which was financed with Letters of Credit, through customs in
   the Borrower's name, the Agent's name or the name of the Agent's designee,
   and to sign and deliver to customs officials powers of attorney in the
   Borrower's name for such purpose; and (f) to do all things necessary to
   carry out this Agreement.  The Borrower ratifies and approves all acts of
   such attorney.  None of the Lenders or the Agent nor their attorneys will
   be liable for any acts or omissions taken in good faith or for any good
   faith error of judgment or mistake of fact or law.  This power, being
   coupled with an interest, is irrevocable until this Agreement has been
   terminated and the Obligations have been fully satisfied.

       6.16  The Agent's and Lenders' Rights, Duties and Liabilities.  The
   Borrower assumes all responsibility and liability arising from or relating
   to the use, sale or other disposition of the Collateral.  The Obligations
   shall not be affected by any failure of the Agent or any Lender to take
   any steps to perfect the Agent's Liens or to collect or realize upon the
   Collateral, nor shall loss of or damage to the Collateral release the
   Borrower from any of the Obligations.  Following the occurrence and
   continuation of an Event of Default, the Agent may (but shall not be
   required to), and at the direction of the Majority Lenders shall, without
   notice to or consent from the Borrower, sue upon or otherwise collect,
   extend the time for payment of, modify or amend the terms of, compromise
   or settle for cash, credit, or otherwise upon any terms, grant other
   indulgences, extensions, renewals, compositions, or releases, and take or
   omit to take any other action with respect to the Collateral, any security
   therefor, any agreement relating thereto, any insurance applicable
   thereto, or any Person liable directly or indirectly in connection with
   any of the foregoing, without discharging or otherwise affecting the
   liability of the Borrower for the Obligations or under this Agreement or
   any other agreement now or hereafter existing between the Agent and/or any
   Lender and the Borrower.

                                    ARTICLE 7

                BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

       7.1   Books and Records.  The Borrower shall maintain, at all times,
   correct and complete books, records and accounts in which complete,
   correct and timely entries are made of its transactions in accordance with
   GAAP applied consistently with the audited Financial Statements required
   to be delivered pursuant to Section 7.2(a).  The Borrower shall, by means
   of appropriate entries, reflect in such accounts and in all Financial
   Statements proper liabilities and reserves for all taxes and proper provi-
   sion for depreciation and amortization of property and bad debts, all in
   accordance with GAAP.  The Borrower shall maintain at all times books and
   records pertaining to the Collateral in such detail, form and scope as the
   Agent or any Lender shall reasonably require, including, but not limited
   to, records of (a) all payments received and all credits and extensions
   granted with respect to the Accounts; (b) the return, rejections,
   repossession, stoppage in transit, loss, damage, or destruction of any
   Inventory; and (c) all other dealings affecting the Collateral.

       7.2   Financial Information.  The Borrower shall promptly furnish to
   each Lender, all such financial information as the Agent or any Lender
   shall reasonably request, and notify its auditors and accountants that the
   Agent, on behalf of the Lenders, is authorized to obtain such information
   directly from them.  Without limiting the foregoing, the Borrower will
   furnish to the Agent, in sufficient copies for distribution by the Agent
   to each Lender, in such detail as the Agent or the Lenders shall request,
   the following:

          (a)  As soon as available, but in any event not later than ninety
   (90) days after the close of each Fiscal Year, consolidated audited and
   consolidating balance sheets, and statements of income and expense, cash
   flow and of stockholders' equity for the Borrower and its Subsidiaries for
   such Fiscal Year, and the accompanying notes thereto, setting forth in
   each case in comparative form figures for the previous Fiscal Year, all in
   reasonable detail, fairly presenting the financial position and the
   results of operations of the Borrower and its consolidated Subsidiaries as
   at the date thereof and for the Fiscal Year then ended, and prepared in
   accordance with GAAP.  Such statements shall be examined in accordance
   with generally accepted auditing standards by and, in the case of such
   statements performed on a consolidated basis, accompanied by a report
   thereon unqualified as to scope of independent certified public
   accountants selected by the Borrower and reasonably satisfactory to the
   Agent.  The Borrower, simultaneously with retaining such independent
   public accountants to conduct such annual audit, shall send a letter to
   such accountants, with a copy to the Agent and the Lenders, notifying such
   accountants that one of the primary purposes for retaining such
   accountants' services and having audited financial statements prepared by
   them is for use by the Agent and the Lenders.  The Borrower hereby
   authorizes the Agent to communicate directly with its certified public
   accountants and, by this provision, authorizes those accountants to
   disclose to the Agent any and all financial statements and other
   supporting financial documents and schedules relating to the Borrower and
   to discuss directly with the Agent the finances and affairs of the
   Borrower.

          (b)  As soon as available, but in any event not later than thirty
   (30) days after the end of each month, consolidated and consolidating
   unaudited balance sheets of the Borrower and its consolidated Subsidiaries
   as at the end of such month, and consolidated and consolidating unaudited
   statements of income and expense and cash flow for the Borrower and its
   consolidated Subsidiaries for such month and for the period from the
   beginning of the Fiscal Year to the end of such month, all in reasonable
   detail, fairly presenting the financial position and results of operations
   of the Borrower and its consolidated Subsidiaries as at the date thereof
   and for such periods, and prepared in accordance with GAAP applied consis-
   tently with the audited Financial Statements required to be delivered
   pursuant to Section 7.2(a).  The Borrower shall certify by a certificate
   signed by its chief financial officer or chief accounting officer that all
   such statements have been prepared in accordance with GAAP and present
   fairly, subject to normal year-end adjustments, the Borrower's financial
   position as at the dates thereof and its results of operations for the
   periods then ended.  The Borrower shall include with the monthly financial
   statements required to be delivered by this Section a backlog report and a
   report of open orders as at the end of the month for which such financial
   statement is being delivered.  Such reports shall be in form and substance
   satisfactory to the Agent.

          (c)  As soon as available, but in any event not later than forty-
   five (45) days after the close of each fiscal quarter other than the
   fourth quarter of a Fiscal Year, consolidated and consolidating unaudited
   balance sheets of the Borrower and its consolidated Subsidiaries as at the
   end of such quarter, and consolidated and consolidating unaudited
   statements of income and expense and statement of cash flows for the
   Borrower and its Subsidiaries for such quarter and for the period from the
   beginning of the Fiscal Year to the end of such quarter, all in reasonable
   detail, fairly presenting the financial position and results of operation
   of the Borrower and its Subsidiaries as at the date thereof and for such
   periods, prepared in accordance with GAAP consistent with the audited
   Financial Statements required to be delivered pursuant to Section 7.2(a).
   The Borrower shall certify by a certificate signed by its chief financial
   officer or chief accounting officer that all such statements have been
   prepared in accordance with GAAP and present fairly, subject to normal
   year-end adjustments, the Borrower's financial position as at the dates
   thereof and its results of operations for the periods then ended.

          (d)  With each of the audited Financial Statements delivered
   pursuant to Section 7.2(a), a certificate of the independent certified
   public accountants that examined such statement to the effect that they
   have reviewed this Agreement and that, in examining such Financial
   Statements, they did not become aware of any fact or condition which then
   constituted a Default or Event of Default, except for those, if any,
   described in reasonable detail in such certificate.

          (e)  With each of the annual audited Financial Statements delivered
   pursuant to Section 7.2(a), and within forty-five (45) days after the end
   of each fiscal quarter, a certificate of the chief financial officer or
   chief accounting officer of the Borrower (i) setting forth in reasonable
   detail the calculations required to establish that the Borrower was in
   compliance with the covenants set forth in Sections 9.22 through 9.24
   during the period covered in such Financial Statements and as at the end
   thereof, and (ii) stating that, except as explained in reasonable detail
   in such certificate, (A) all of the representations and warranties of the
   Borrower contained in this Agreement and the other Loan Documents are
   correct and complete in all material respects as at the date of such
   certificate as if made at such time, (B) the Borrower is, at the date of
   such certificate, in compliance in all material respects with all of its
   respective covenants and agreements in this Agreement and the other Loan
   Documents, (C) no Default or Event of Default then exists or existed
   during the period covered by such Financial Statements, (D) describing and
   analyzing in reasonable detail all material trends, changes, and
   developments in each and all Financial Statements; and (E) explaining the
   variances of the figures in the corresponding budgets and prior Fiscal
   Year financial statements.  If such certificate discloses that a
   representation or warranty is not correct or complete, or that a covenant
   has not been complied with, or that a Default or Event of Default existed
   or exists, such certificate shall set forth what action the Borrower has
   taken or proposes to take with respect thereto.

          (f)  No sooner than 60 days prior but not more than 30 days after
   the beginning of each Fiscal Year, annual forecasts (to include forecasted
   consolidated and consolidating balance sheets, statements of income and
   expenses and statements of cash flow) for the Borrower and its
   Subsidiaries as at the end of and for each month of such Fiscal Year.

          (g)  Promptly after filing with the PBGC and the IRS, a copy of
   each annual report or other filing filed with respect to each Plan of the
   Borrower.

          (h)  Promptly upon the filing thereof, copies of all reports, if
   any, to or other documents filed by the Borrower or any of its
   Subsidiaries with the Securities and Exchange Commission under the
   Exchange Act, and all reports, notices, or statements sent or received by
   the Borrower or any of its Subsidiaries to or from the holders of any
   equity interests of the Borrower (other than routine non-material
   correspondence sent by shareholders of the Borrower to the Borrower and
   other than material sent to members of the Borrower's board of directors
   in their capacity as members of the board) or any such Subsidiary or of
   any Debt for borrowed money of the Borrower or any of its Subsidiaries
   registered under the Securities Act of 1933 or to or from the trustee
   under any indenture under which the same is issued.

          (i)  As soon as available, but in any event not later than 15 days
   after the Borrower's receipt thereof, a copy of all management reports and
   management letters prepared for the Borrower by Arthur Andersen LLP or any
   other independent certified public accountants of the Borrower.

          (j)  Promptly after their preparation, copies of any and all proxy
   statements, financial statements, and reports which the Borrower makes
   available to its shareholders, to the extent the same are required
   pursuant to the Exchange Act, or the Securities Act of 1933 or other
   federal or state securities laws.

          (k)  Promptly after filing with the IRS, a copy of each tax return
   filed by the Borrower or by any of its Subsidiaries.

          (l)  Such additional information as the Agent and/or any Lender may
   from time to time reasonably request regarding the financial and business
   affairs of the Borrower or any Subsidiary.

       7.3   Notices to the Lenders.  The Borrower shall notify the Agent,
   in writing of the following matters at the following times:

          (a)  Immediately after becoming aware of any Default or Event of
   Default.

          (b)  Immediately after becoming aware of the assertion by the
   holder of any capital stock of the Borrower or Subsidiary thereof or of
   any material Debt that a default exists with respect thereto or that the
   Borrower is not in compliance with the terms thereof, or the threat or
   commencement by such holder of any enforcement action because of such
   asserted default or non-compliance.

          (c)  Immediately after becoming aware of any material adverse
   change in the Borrower's or any Subsidiary's property, business,
   operations, or condition (financial or otherwise).

          (d)  Immediately after becoming aware of any pending or threatened
   action, suit, proceeding, or counterclaim by any Person, or any pending or
   threatened investigation by a Governmental Authority, or which could
   reasonably be expected to materially and adversely affect the Collateral,
   the repayment of the Obligations, the Agent's or any Lender's rights under
   the Loan Documents, or the Borrower's or any Subsidiary's property, busi-
   ness, operations, or condition (financial or otherwise).

          (e)  Immediately after becoming aware of any pending or threatened
   strike, work stoppage, unfair labor practice claim, or other labor dispute
   affecting the Borrower or any of its Subsidiaries in a manner which could
   reasonably be expected to have a Material Adverse Effect.

          (f)  Immediately after becoming aware of any violation of any law,
   statute, regulation, or ordinance of a Governmental Authority affecting
   the Borrower which could reasonably be expected to have a Material Adverse
   Effect.

          (g)  Immediately after receipt of any notice of any violation by
   the Borrower or any of its Subsidiaries of any Environmental Law which
   could reasonably be expected to have a Material Adverse Affect or that any
   Governmental Authority has asserted that the Borrower or any Subsidiary
   thereof is not in compliance with any Environmental Law or is
   investigating the Borrower's or such Subsidiary's compliance therewith.

          (h)  Immediately after receipt of any written notice that the
   Borrower or any of its Subsidiaries is or may be liable to any Person as a
   result of the Release or threatened Release of any Contaminant or that the
   Borrower or any Subsidiary is subject to investigation by any Governmental
   Authority evaluating whether any remedial action is needed to respond to
   the Release or threatened Release of any Contaminant which, in either
   case, is reasonably likely to give rise to liability in excess of
   $100,000.

          (i)  Immediately after receipt of any written notice of the
   imposition of any Environmental Lien against any property of the Borrower
   or any of its Subsidiaries.

          (j)  Any change in the Borrower's name, state of incorporation, or
   form of organization, trade names or styles under which the Borrower will
   sell Inventory or create Accounts, or to which instruments in payment of
   Accounts may be made payable, in each case at least thirty (30) days prior
   thereto.

          (k)  Within ten (10) Business Days after the Borrower or any ERISA
   Affiliate knows or has reason to know, that an ERISA Event or a prohibited
   transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has
   occurred, and, when known, any action taken or threatened by the IRS, the
   DOL or the PBGC with respect thereto.

          (l)  Upon request, or, in the event that such filing reflects a
   significant change with respect to the matters covered thereby, within
   three (3) Business Days after the filing thereof with the PBGC, the DOL or
   the IRS, as applicable, copies of the following:  (i) each annual report
   (form 5500 series), including Schedule B thereto, filed with the PBGC, the
   DOL or the IRS with respect to each Plan, (ii) a copy of each funding
   waiver request filed with the PBGC, the DOL or the IRS with respect to any
   Plan and all communications received by the Borrower or any ERISA
   Affiliate from the PBGC, the DOL or the IRS with respect to such request,
   and (iii) a copy of each other filing or notice filed with the PBGC, the
   DOL or the IRS, with respect to each Plan of either Borrower or any ERISA
   Affiliate.

          (m)  Upon request, copies of each actuarial report for any Plan or
   Multi-employer Plan and annual report for any Multi-employer Plan; and
   within three (3) Business Days after receipt thereof by the Borrower or
   any ERISA Affiliate, copies of the following:  (i) any notices of the
   PBGC's intention to terminate a Plan or to have a trustee appointed to
   administer such Plan; (ii) any favorable or unfavorable determination
   letter from the IRS regarding the qualification of a Plan under Sec-
   tion 401(a) of the Code; or (iii) any notice from a Multi-employer Plan
   regarding the imposition of withdrawal liability.

          (n)  Within three (3) Business Days after the occurrence thereof:
   (i) any changes in the benefits of any existing Plan which increase the
   Borrower's annual costs with respect thereto by an amount in excess of
   $100,000, or the establishment of any new Plan or the commencement of
   contributions to any Plan to which the Borrower or any ERISA Affiliate was
   not previously contributing; or (ii) any failure by the Borrower or any
   ERISA Affiliate to make a required installment or any other required
   payment under Section 412 of the Code on or before the due date for such
   installment or payment.

          (o)  Within three (3) Business Days after the Borrower or any ERISA
   Affiliate knows or has reason to know that any of the following events has
   or will occur:  (i) a Multi-employer Plan has been or will be terminated;
   (ii) the administrator or plan sponsor of a Multi-employer Plan intends to
   terminate a Multi-employer Plan; or (iii) the PBGC has instituted or will
   institute proceedings under Section 4042 of ERISA to terminate a Multi-
   employer Plan.

          Each notice given under this Section shall describe the subject
   matter thereof in reasonable detail, and shall set forth the action that
   the Borrower, its Subsidiary, or any ERISA Affiliate, as applicable, has
   taken or proposes to take with respect thereto.

                                    ARTICLE 8

                     GENERAL WARRANTIES AND REPRESENTATIONS

          The Borrower warrants and represents to the Agent and the Lenders
   that except as hereafter disclosed to and accepted by the Agent and the
   Majority Lenders in writing; provided that acceptance by the Agent and the
   Majority Lenders shall not be required for the updating of Schedules 8.3,
   8.5 or 8.13 or written disclosure to the Agent and to Lenders, in each
   case solely as a result of transactions expressly permitted under this
   Agreement:

       8.1   Authorization, Validity, and Enforceability of this Agreement
   and the Loan Documents.  The Borrower has the corporate power and
   authority to execute, deliver and perform this Agreement and the other
   Loan Documents, to incur the Obligations, and to grant to the Agent Liens
   upon and security interests in the Collateral.  The Borrower has taken all
   necessary corporate action (including without limitation, obtaining
   approval of its stockholders if necessary) to authorize its execution,
   delivery, and performance of this Agreement and the other Loan Documents.
   No consent, approval, or authorization of, or declaration or filing with,
   any Governmental Authority, and no consent of any other Person, is
   required in connection with the Borrower's execution, delivery and
   performance of this Agreement and the other Loan Documents, except for
   those already duly obtained.   This Agreement and the other Loan Documents
   have been duly executed and delivered by the Borrower, and constitute the
   legal, valid and binding obligations of the Borrower, enforceable against
   it in accordance with their respective terms without defense, setoff or
   counterclaim.  The Borrower's execution, delivery, and performance of this
   Agreement and the other Loan Documents do not and will not conflict with,
   or constitute a violation or breach of, or constitute a default under, or
   result in the creation or imposition of any Lien upon the property of the
   Borrower or any of its Subsidiaries by reason of the terms of (a) any
   contract, mortgage, Lien, lease, agreement, indenture, or instrument to
   which the Borrower is a party or which is binding upon it, (b) any
   Requirement of Law applicable to the Borrower or any of its Subsidiaries,
   or (c) the certificate or articles of incorporation or by-laws of the
   Borrower or any of its Subsidiaries.

       8.2   Validity and Priority of Security Interest.  The provisions of
   this Agreement, the Mortgages, and the other Loan Documents create legal
   and valid Liens on all the Collateral (other than Liens on motor vehicles
   and on real estate in which a Lien was not granted to the Agent on the
   Closing Date) in favor of the Agent, for the ratable benefit of the Agent
   and the Lenders, and such Liens constitute perfected and continuing Liens
   on all the Collateral, having priority over all other Liens on the
   Collateral other than Permitted Liens pursuant to clauses (d), (e), (g) or
   (h) of the definition thereof, securing all the Obligations, and
   enforceable against the Borrower and all third parties.

       8.3   Organization and Qualification.  The Borrower (a) is duly in-
   corporated and organized and validly existing in good standing under the
   laws of the state of its incorporation, (b) is qualified to do business as
   a foreign corporation and is in good standing in the jurisdictions set
   forth on Schedule 8.3 which are the only jurisdictions in which
   qualification is necessary in order for it to own or lease its property
   and conduct its business and (c) has all requisite power and authority to
   conduct its business and to own its property.

       8.4   Corporate Name; Prior Transactions.  Except as set forth in
   Schedule 8.4, the Borrower has not, during the past five (5) years, been
   known by or used any other corporate or fictitious name, or been a party
   to any merger or consolidation, or acquired all or substantially all of
   the assets of any Person, or acquired any of its property outside of the
   ordinary course of business.

       8.5   Subsidiaries and Affiliates.  Schedule 8.5 is a correct and
   complete list of the name and relationship to the Borrower of each and all
   of the Borrower's Subsidiaries and other Affiliates.  Each Subsidiary is
   (a) duly incorporated and organized and validly existing in good standing
   under the laws of its state of incorporation set forth on Schedule 8.5,
   and (b) qualified to do business as a foreign corporation and in good
   standing in each jurisdiction in which the failure to so qualify or be in
   good standing could reasonably be expected to have a material adverse
   effect on any such Subsidiary's business, operations, prospects, property,
   or condition (financial or otherwise) and (c) has all requisite power and
   authority to conduct its business and own its property.

       8.6   Financial Statements and Projections.  (a) The Borrower has
   delivered to the Agent and the Lenders the audited balance sheet and
   related statements of income, retained earnings, cash flows, and changes
   in stockholders equity for the Borrower and its consolidated Subsidiaries
   as of December 31, 1996, and for the Fiscal Year then ended, accompanied
   by the report thereon of the Borrower's independent certified public
   accountants, Arthur Andersen LLP.  The Borrower has also delivered to the
   Agent and the Lenders the unaudited balance sheet and related statements
   of income and cash flows for the Borrower and its consolidated
   Subsidiaries as of November 29, 1997.  Such financial statements are
   attached hereto as Exhibit C.  All such financial statements have been
   prepared in accordance with GAAP and present accurately and fairly the
   financial position of the Borrower and its consolidated Subsidiaries as at
   the dates thereof and their results of operations for the periods then
   ended.

          (b)  The Latest Projections when submitted to the Lenders as
   required herein represent the Borrower's best estimate of the future
   financial performance of the Borrower and its consolidated Subsidiaries
   for the periods set forth therein on the date when submitted.  The Latest
   Projections have been prepared on the basis of the assumptions set forth
   therein, which the Borrower believes are fair and reasonable in light of
   current and reasonably foreseeable business conditions at the time
   submitted to the Lender.

       8.7   Capitalization.  At Closing, the Borrower's authorized capital
   stock consists of (a) 35,000,000 shares of common stock, par value $0.01
   per share; (b) 5,000,000 shares of non-voting common stock, par value
   $0.01 per share, (c) 5,000,000 shares of preferred stock, par value $0.01
   per share and (d) 20,000 shares of 8% cumulative redeemable preferred
   stock, par value $0.01 per share, of which 100 shares of common stock, par
   value $0.01 per share are validly issued and outstanding, fully paid and
   non-assessable (other than in accordance with Wisconsin corporate law) and
   are owned beneficially and of record by Parent.

       8.8   Reserved.

       8.9   Debt.  After giving effect to the making of the Revolving Loans
   to be made on the Closing Date, the Borrower and its Subsidiaries have no
   Debt, except (a) the Obligations, (b) Debt described on Schedule 8.9, (c)
   trade payables, and other contractual obligations and liabilities arising
   in the ordinary course of business, (d) Debt secured by Permitted Liens,
   (e) contingent liabilities (other than Guaranties) in an amount not to
   exceed $500,000 and (f) Debt of Clarke.

       8.10  Distributions.  Since December 31, 1996, no Distribution has
   been declared, paid, or made upon or in respect of any capital stock or
   other securities of the Borrower or any of its Subsidiaries.

       8.11  Title to Property.  The Borrower has good and marketable title
   in fee simple to its real property listed in Schedule 8.12 hereto, and the
   Borrower has good, indefeasible, and merchantable title to all of its
   other property (including, without limitation, the assets reflected on the
   November 29, 1997 Financial Statements delivered to the Agent and the
   Lenders, except as disposed of in the ordinary course of business since
   the date thereof), free of all Liens except Permitted Liens.

       8.12  Real Estate; Leases.  Schedule 8.12 sets forth a correct and
   complete list of all Real Estate owned by the Borrower or any of its
   Subsidiaries as of the Closing Date, all leases and subleases of real or
   personal property by the Borrower or its Subsidiaries as lessee or
   sublessee (other than leases of personal property as to which the Borrower
   is lessee or sublessee for which the value of such personal property is
   less than $100,000 individually or $1,000,000 in the aggregate), and all
   leases and subleases of real or personal property by the Borrower or its
   Subsidiaries as lessor, lessee, sublessor or sublessee.  Each of such
   leases and subleases is valid and enforceable in accordance with its terms
   and is in full force and effect, and no default by any party to any such
   lease or sublease exists.

       8.13  Proprietary Rights.  Schedule 8.13 sets forth a correct and
   complete list of all of the Borrower's Proprietary Rights.  None of the
   Proprietary Rights is subject to any licensing agreement or similar
   arrangement except as set forth on Schedule 8.13.  To the best of the
   Borrower's knowledge, none of the Proprietary Rights infringes on or
   conflicts with any other Person's property, and no other Person's property
   infringes on or conflicts with the Proprietary Rights.  The Proprietary
   Rights described on Schedule 8.13 constitute all of the property of such
   type necessary to the current and anticipated future conduct of the
   Borrower's business.

       8.14  Trade Names and Terms of Sale.  All trade names or styles under
   which the Borrower or any of its Subsidiaries will sell Inventory or
   create Accounts, or to which instruments in payment of Accounts may be
   made payable, are listed on Schedule 8.14.

       8.15  Litigation.  Except as set forth on Schedule 8.15, there is no
   pending or (to the best of the Borrower's knowledge) threatened, action,
   suit, proceeding, or counterclaim by any Person, or investigation by any
   Governmental Authority, or any basis for any of the foregoing, which could
   reasonably be expected to cause a Material Adverse Effect.

       8.16  Restrictive Agreements.  Neither the Borrower nor any of its
   Subsidiaries is a party to any contract or agreement, or subject to any
   charter or other corporate restriction, which affects its ability to
   execute, deliver, and perform the Loan Documents and repay the Obligations
   or which materially and adversely affects or, insofar as the Borrower can
   reasonably foresee, could reasonably be expected to materially and
   adversely affect, the property, business, operations, or condition
   (financial or otherwise) of the Borrower or such Subsidiary, or would in
   any respect cause a Material Adverse Effect.

       8.17  Labor Disputes.  Except as set forth on Schedule 8.17, (a)
   there is no collective bargaining agreement or other labor contract
   covering employees of the Borrower or any of its Subsidiaries, (b) no such
   collective bargaining agreement or other labor contract is scheduled to
   expire during the term of this Agreement, (c) no union or other labor
   organization is seeking to organize, or to be recognized as, a collective
   bargaining unit of employees of the Borrower or any of its Subsidiaries or
   for any similar purpose, and (d) there is no pending or (to the best of
   the Borrower's knowledge) threatened, strike, work stoppage, material
   unfair labor practice claim, or other material labor dispute against or
   affecting the Borrower or its Subsidiaries or their employees.

       8.18  Environmental Laws.  Except as otherwise disclosed on Schedule
   8.18:

          (a)  The Borrower and its Subsidiaries have complied in all
   material respects with all Environmental Laws applicable to its Premises
   and business, and neither the Borrower nor any Subsidiary nor any of its
   present Premises or operations, nor its past property or operations, is
   subject to any enforcement order from or liability agreement with any
   Governmental Authority or private Person respecting (i) compliance with
   any Environmental Law or (ii) any potential liabilities and costs or
   remedial action arising from the Release or threatened Release of a
   Contaminant.

          (b)  The Borrower and its Subsidiaries have obtained all permits
   necessary for their current operations under Environmental Laws, and all
   such permits are in good standing and the Borrower and its Subsidiaries
   are in compliance with all terms and conditions of such permits.

          (c)  Neither the Borrower nor any of its Subsidiaries, nor, to the
   best of the Borrower's knowledge, any of its predecessors in interest, has
   stored, treated or disposed of any hazardous waste on any Premises, as
   defined pursuant to 40 CFR Part 261 or any equivalent Environmental Law.

          (d)  Neither the Borrower nor any of its Subsidiaries has received
   any summons, complaint, order or similar written notice that it is not
   currently in compliance with, or that any Governmental Authority is
   investigating its compliance with, any Environmental Laws or that it is or
   may be liable to any other Person as a result of a Release or threatened
   Release of a Contaminant.

          (e)  None of the present or past operations of the Borrower and its
   Subsidiaries is the subject of any investigation by any Governmental
   Authority evaluating whether any remedial action is needed to respond to a
   Release or threatened Release of a Contaminant.

          (f)  There is not now, nor to the best of the Borrower's knowledge
   has there ever been on or in the Premises:

             (1)    any underground storage tanks or surface impoundments,

             (2)    any asbestos-containing material, or

             (3)    any polychlorinated biphenyls (PCB's) used in hydraulic
   oils, electrical transformers or other equipment.

          (g)  Neither the Borrower nor any of its Subsidiaries has filed any
   notice under any requirement of Environmental Law reporting a spill or
   accidental and unpermitted release or discharge of a Contaminant into the
   environment.

          (h)  Neither the Borrower nor any of its Subsidiaries has entered
   into any negotiations or settlement agreements with any Person (including,
   without limitation, the prior owner of its property) imposing material
   obligations or liabilities on the Borrower or any of its Subsidiaries with
   respect to any remedial action in response to the Release of a Contaminant
   or environmentally related claim.

          (i)  None of the products manufactured, distributed or sold by the
   Borrower or any of its Subsidiaries contain asbestos containing material.

          (j)  No Environmental Lien has attached to any Premises of the
   Borrower or any of its Subsidiaries.

       8.19  No Violation of Law.  Neither the Borrower nor any of its
   Subsidiaries is in violation of any law, statute, regulation, ordinance,
   judgment, order, or decree applicable to it which violation could
   reasonably be expected to have a Material Adverse Effect.

       8.20  No Default.  Neither the Borrower nor any of its Subsidiaries
   is in default with respect to any note, indenture, loan agreement,
   mortgage, lease, deed, or other agreement to which the Borrower or such
   Subsidiary is a party or by which it is bound, which default could
   reasonably be expected to have a Material Adverse Effect.

       8.21  ERISA Compliance.  Except as specifically disclosed in Schedule
   8.21:

          (a)  Each Plan is in compliance in all material respects with the
   applicable provisions of ERISA, the Code and other federal or state law.
   Each Plan which is intended to qualify under Section 401(a) of the Code
   has received a favorable determination letter from the IRS and to the best
   knowledge of the Borrower, nothing has occurred which would cause the loss
   of such qualification.  The Borrower and each ERISA Affiliate has made all
   required contributions to any Plan subject to Section 412 of the Code, and
   no application for a funding waiver or an extension of any amortization
   period pursuant to Section 412 of the Code has been made with respect to
   any Plan.

          (b)  There are no pending or, to the best knowledge of Borrower,
   threatened claims, actions or lawsuits, or action by any Governmental
   Authority, with respect to any Plan which has resulted or could reasonably
   be expected to result in a Material Adverse Effect.  There has been no
   prohibited transaction or violation of the fiduciary responsibility rules
   with respect to any Plan which has resulted or could reasonably be
   expected to result in a Material Adverse Effect.

          (c)  (i) No ERISA Event has occurred or is reasonably expected to
   occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii)
   neither the Borrower nor any ERISA Affiliate has incurred, or reasonably
   expects to incur, any liability under Title IV of ERISA with respect to
   any Pension Plan (other than premiums due and not delinquent under Section
   4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has
   incurred, or reasonably expects to incur, any liability (and no event has
   occurred which, with the giving of notice under Section 4219 of ERISA,
   would result in such liability) under Section 4201 or 4243 of ERISA with
   respect to a Multi-employer Plan; and (v) neither the Borrower nor any
   ERISA Affiliate has engaged in a transaction that could be subject to
   Section 4069 or 4212(c) of ERISA.

       8.22  Taxes.  The Borrower and its Subsidiaries have filed all
   Federal and other tax returns and reports required to be filed, and have
   paid all Federal and other taxes, assessments, fees and other governmental
   charges levied or imposed upon them or their properties, income or assets
   otherwise due and payable, except to the extent being contested in good
   faith by appropriate proceedings, reserves in accordance with GAAP have
   been taken and no Lien on any Collateral shall have arisen, which Lien
   would be senior to that of the Agent.

       8.23  Regulated Entities.  None of the Borrower, any Person
   controlling the Borrower, or any Subsidiary, is an "Investment Company"
   within the meaning of the Investment Company Act of 1940.  The Borrower is
   not subject to regulation under the Public Utility Holding Company Act of
   1935, the Federal Power Act, the Interstate Commerce Act, any state public
   utilities code, or any other Federal or state statute or regulation
   limiting its ability to incur indebtedness.

       8.24  Use of Proceeds; Margin Regulations.  The proceeds of the Loans
   are to be used solely for repaying existing Debt for Borrowed Money and
   for working capital purposes.  Neither the Borrower nor any Subsidiary is
   engaged in the business of purchasing or selling Margin Stock or extending
   credit for the purpose of purchasing or carrying Margin Stock.

       8.25  Copyrights, Patents, Trademarks and Licenses, etc.  The
   Borrower  owns or is licensed or otherwise has the right to use all of the
   patents, trademarks, service marks, trade names, copyrights, contractual
   franchises, authorizations and other rights that are reasonably necessary
   for the operation of its businesses, without conflict with the rights of
   any other Person.  To the best knowledge of the Borrower, no slogan or
   other advertising device, product, process, method, substance, part or
   other material now employed, or now contemplated to be employed, by the
   Borrower or any Subsidiary infringes upon any rights held by any other
   Person.  No claim or litigation regarding any of the foregoing is pending
   or threatened, and no patent, invention, device, application, principle or
   any statute, law, rule, regulation, standard or code is pending or, to the
   knowledge of the Borrower, proposed, which, in either case, could
   reasonably be expected to have a Material Adverse Effect.

       8.26  No Material Adverse Change.  No Material Adverse Effect has
   occurred since the date of the Financial Statements referred to in Section
   8.6.

       8.27  Full Disclosure.  None of the representations or warranties
   made by the Borrower or any Subsidiary in the Loan Documents as of the
   date such representations and warranties are made or deemed made, and none
   of the statements contained in any exhibit, report, statement or
   certificate furnished by or on behalf of the Borrower or any Subsidiary in
   connection with the Loan Documents (including the offering and disclosure
   materials delivered by or on behalf of the Borrower to the Lenders prior
   to the Closing Date), contains any untrue statement of a material fact or
   omits any material fact required to be stated therein or necessary to make
   the statements made therein, in light of the circumstances under which
   they are made, not misleading as of the time when made or delivered.

       8.28  Material Agreements.  Schedule 8.28 hereto sets forth all
   material agreements and contracts to which the Borrower or any of its
   Subsidiaries is a party or is bound as of the date hereof.

       8.29  Bank Accounts.  Schedule 8.29 contains a complete and accurate
   list of all bank accounts maintained by the Borrower with any bank or
   other financial institution.

       8.30  Governmental Authorization.  No approval, consent, exemption,
   authorization, or other action by, or notice to, or filing with, any
   Governmental Authority is necessary or required in connection with the
   execution, delivery or performance by, or enforcement against, the
   Borrower or any of its Subsidiaries of the Agreement or any other Loan
   Document.

                                    ARTICLE 9

                       AFFIRMATIVE AND NEGATIVE COVENANTS

          The Borrower covenants to the Agent and each Lender that, so long
   as any of the Obligations remain outstanding or this Agreement is in
   effect:

       9.1   Taxes and Other Obligations.  The Borrower shall, and shall
   cause each of its Subsidiaries to, (a) file when due all tax returns and
   other reports which it is required to file; (b) pay, or provide for the
   payment, when due, of all taxes, fees, assessments and other governmental
   charges against it or upon its property, income and franchises, make all
   required withholding and other tax deposits, and establish adequate
   reserves for the payment of all such items, and provide to the Agent and
   the Lenders, upon request, satisfactory evidence of its timely compliance
   with the foregoing; and (c) pay when due all Debt owed by it and all
   claims of materialmen, mechanics, carriers, warehousemen, landlords and
   other like Persons, and all other indebtedness owed by it and perform and
   discharge in a timely manner all other obligations undertaken by it; pro-
   vided, however, so long as Borrower has notified the Agent in writing,
   neither the Borrower nor any of its Subsidiaries need pay any tax, fee,
   assessment, governmental charge or the items set forth in (c) above,  that
   (i) it is contesting in good faith by appropriate proceedings diligently
   pursued, (ii) the Borrower or its Subsidiary, as the case may be, has
   established proper reserves for as provided in GAAP, and (iii) no Lien
   (other than a Permitted Lien) results from such non-payment.

       9.2   Corporate Existence and Good Standing.  The Borrower shall, and
   shall cause each of its Subsidiaries to, maintain its corporate existence
   and its qualification and good standing in all jurisdictions in which the
   failure to maintain such existence and qualification or good standing
   could reasonably be expected to have a material adverse effect on the
   Borrower's or such Subsidiary's property, business, operations, prospects,
   or condition (financial or otherwise).

       9.3   Compliance with Law and Agreements; Maintenance of Licenses.
   The Borrower shall comply, and shall cause each Subsidiary to comply, in
   all material respects with all Requirements of Law of any Governmental
   Authority having jurisdiction over it or its business (including the
   Federal Fair Labor Standards Act).  The Borrower shall, and shall cause
   each of its Subsidiaries to, obtain and maintain all licenses, permits,
   franchises, and governmental authorizations necessary to own its property
   and to conduct its business as conducted on the Closing Date.  The
   Borrower shall not modify, amend or alter its certificate or article of
   incorporation other than in a manner which does not adversely affect the
   rights of the Lenders or the Agent.

       9.4   Maintenance of Property.  The Borrower shall, and shall cause
   each of its Subsidiaries to, maintain all of its property necessary and
   useful in the conduct of its business, in good operating condition and
   repair, ordinary wear and tear excepted.

       9.5   Insurance.  (a)  The Borrower shall maintain, and shall cause
   each of its Subsidiaries to maintain, with financially sound and reputable
   insurers having a rating of at least A-VII or better by Best Rating Guide,
   insurance against loss or damage by fire with extended coverage; theft,
   burglary, pilferage and loss in transit; public liability and third party
   property damage; larceny, embezzlement or other criminal liability; busi-
   ness interruption; public liability and third party property damage; and
   such other hazards or of such other types as is customary for Persons
   engaged in the same or similar business, as the Agent, in its discretion,
   or acting at the direction of the Majority Lenders, shall specify, in
   amounts, and under policies acceptable to the Agent and the Majority
   Lenders.  Without limiting the foregoing, the Borrower shall also
   maintain, and shall cause each of its Subsidiaries to maintain, flood
   insurance, in the event of a designation of the area in which any Real
   Estate covered by the Mortgages and any of the Equipment and Inventory
   located on such Real Estate is located as "flood prone" or a "flood risk
   area," (hereinafter "SFHA") as defined by the Flood Disaster Protection
   Act of 1973, in an amount to be reasonably determined by the Agent, and
   shall comply with the additional requirements of the National Flood
   Insurance Program as set forth in said Act.  Upon the Majority Lenders'
   request, the Borrower shall maintain flood insurance for its Inventory and
   Equipment which is, at any time, located in a SFHA.

          (b)  The Borrower shall cause the Agent, for the ratable benefit of
   the Agent and the Lenders, to be named in each such policy as secured
   party or mortgagee and sole loss payee or additional insured, in a manner
   acceptable to the Agent.  Each policy of insurance shall contain a clause
   or endorsement requiring the insurer to give not less than thirty (30)
   days' prior written notice to the Agent in the event of cancellation of
   the policy for any reason whatsoever and a clause or endorsement stating
   that the interest of the Agent shall not be impaired or invalidated by any
   act or neglect of the Borrower or any of its Subsidiaries or the owner of
   any premises for purposes more hazardous than are permitted by such
   policy.  All premiums for such insurance shall be paid by the Borrower
   when due, and certificates of insurance and, if requested by the Agent or
   any Lender, photocopies of the policies, shall be delivered to the Agent,
   in each case in sufficient quantity for distribution by the Agent to each
   of the Lenders.  If the Borrower fails to procure such insurance or to pay
   the premiums therefor when due, the Agent may, and at the direction of the
   Majority Lenders shall, do so from the proceeds of Revolving Loans.

          (c)  The Borrower shall promptly notify the Agent and the Lenders
   of any loss, damage, or destruction to a material portion of the
   Collateral arising from its use, whether or not covered by insurance.  The
   Agent is hereby authorized to collect all insurance proceeds directly, and
   to apply or remit them as follows:

             (i)    With respect to insurance proceeds relating to property
   other than Collateral, after deducting from such proceeds the reasonable
   expenses, if any, incurred by the Agent in the collection or handling
   thereof, the Agent shall promptly remit to the Borrower such proceeds.

             (ii)   With respect to insurance proceeds relating to Collateral
   other than Fixed Assets, after deducting from such proceeds the reasonable
   expenses, if any, incurred by the Agent in the collection or handling
   thereof, the Agent shall apply such proceeds, to the Revolving Loan.

             (iii)  With respect to insurance proceeds relating to Collateral
   consisting of Fixed Assets, after deducting from such proceeds the
   reasonable expenses, if any, incurred by the Agent in the collection or
   handling thereof, the Agent shall apply such proceeds to the Revolving
   Loans.

       9.6   Condemnation.  (a)  The Borrower shall, immediately upon
   learning of the institution of any proceeding for the condemnation or
   other taking of any of its property, notify the Agent of the pendency of
   such proceeding, and agrees that the Agent may participate in any such
   proceeding, and the Borrower from time to time will deliver to the Agent
   all instruments reasonably requested by the Agent to permit such partici-
   pation.

          (b)  The Agent is hereby authorized to collect the proceeds of any
   condemnation claim or award directly, and to apply or remit them as
   follows:

             (i)    With respect to condemnation proceeds relating to
   property other than Collateral, after deducting from such proceeds the
   reasonable expenses, if any, incurred by the Agent in the collection or
   handling thereof, the Agent shall remit to the Borrower such proceeds.

             (ii)   With respect to condemnation proceeds relating to
   Collateral other than Fixed Assets, after deducting from such proceeds the
   reasonable expenses, if any, incurred by the Agent in the collection or
   handling thereof, the Agent shall apply such proceeds, ratably, to the
   reduction of the Obligations in the order provided for in Section 4.8.

             (iii)  With respect to condemnation proceeds relating to
   Collateral consisting of Fixed Assets, after deducting from such proceeds
   the reasonable expenses, if any, incurred by the Agent in the collection
   or handling thereof, the Agent shall apply such proceeds to the Revolving
   Loans.

       9.7   Environmental Laws.  (a)  The Borrower shall, and shall cause
   each of its Subsidiaries to, conduct its business in material compliance
   with all Environmental Laws applicable to it, including, without
   limitation, those relating to the generation, handling, use, storage, and
   disposal of any Contaminant.  The Borrower shall, and shall cause each of
   its Subsidiaries to, take prompt and appropriate action to respond to any
   non-compliance with Environmental Laws and shall regularly report to the
   Agent on such response.

          (b)  Without limiting the generality of the foregoing, the Borrower
   shall submit to the Agent and the Lenders annually, commencing March 1,
   1999, and on each March 1 thereafter, an update of the status of each
   material environmental compliance or liability issue.  The Agent or any
   Lender may request copies of technical reports prepared by the Borrower
   and its communications with any Governmental Authority to determine
   whether the Borrower or any of its Subsidiaries is proceeding reasonably
   to correct, cure or contest in good faith any alleged non-compliance or
   environmental liability.  The Borrower shall, at the Agent's or the
   Majority Lenders' request and at the Borrower's expense, (a) retain an
   independent environmental engineer acceptable to the Agent  to evaluate
   the site, including tests if appropriate, where the non-compliance or
   alleged non-compliance with Environmental Laws has occurred and prepare
   and deliver to the Agent, in sufficient quantity for distribution by the
   Agent to the Lenders, a report setting forth the results of such
   evaluation, a proposed plan for responding to any environmental problems
   described therein, and an estimate of the costs thereof, and (b) provide
   to the Agent and the Lenders a supplemental report of such engineer
   whenever the scope of the environmental problems, or the response thereto
   or the estimated costs thereof, shall change in any material respect.

       9.8   Compliance with ERISA.  The Borrower shall, and shall cause
   each of its ERISA Affiliates to:  (a) maintain each Plan in compliance in
   all material respects with the applicable provisions of ERISA, the Code
   and other federal or state law; (b) cause each Plan which is qualified
   under Section 401(a) of the Code to maintain such qualification; (c) make
   all required contributions to any Plan subject to Section 412 of the Code;
   (d) not engage in a prohibited transaction or violation of the fiduciary
   responsibility rules with respect to any Plan; and (e) not engage in a
   transaction that could be subject to Section 4069 or 4212(c) of ERISA.

       9.9   Mergers, Consolidations or Sales.   Neither the Borrower nor
   any of its Subsidiaries shall enter into any transaction of merger,
   reorganization, or consolidation, or transfer, sell, assign, lease, or
   otherwise dispose of all or any part of its property, or wind up,
   liquidate or dissolve, or agree to do any of the foregoing, except (i) for
   sales of Inventory in the ordinary course of its business, (ii) for sales
   or other dispositions of Equipment in the ordinary course of business that
   are obsolete or no longer useable by Borrower in its business as permitted
   by Section 6.11 and (iii) for sales or other dispositions of fixed assets
   located at its Berlin, Wisconsin and Caldwell, Indiana locations.

       9.10  Distributions; Capital Change; Restricted Investments.
   Neither the Borrower nor any of its Subsidiaries shall (i) directly or
   indirectly declare or make, or incur any liability to make, any
   Distribution, except Distributions to the Borrower by its Subsidiaries,
   (ii) make any change in its capital structure which could have a Material
   Adverse Effect or issue any capital stock other than common stock or (iii)
   make any Restricted Investment.

       9.11  Transactions Affecting Collateral or Obligations.  Neither the
   Borrower nor any of its Subsidiaries shall enter into any transaction
   which would be reasonably expected to have a Material Adverse Effect.

       9.12  Guaranties.  Neither the Borrower nor any of its Subsidiaries
   shall make, issue, or become liable on any Guaranty, except Guaranties of
   the Obligations in favor of the Agent and endorsement of negotiable
   instruments in the ordinary course of business.

       9.13  Debt.  Neither the Borrower nor any of its Subsidiaries shall
   incur or maintain any Debt, other than: (a) the Obligations; (b) trade
   payables; (c) Debt secured by Purchase Money Liens to the extent permitted
   under the definition of Permitted Liens and contractual obligations and
   liabilities to suppliers and customers and others incurred in the ordinary
   course of business;  and (d) other Debt existing on the Closing Date and
   reflected in the Financial Statements attached hereto as Exhibit C, (e)
   Debt of Clarke, (f) Debt owed to employees in the ordinary course of
   business and (g) contingent liabilities (other than Guaranties) in an
   amount not to exceed $500,000.

       9.14  Prepayment.  Neither the Borrower nor any of its Subsidiaries
   shall voluntarily prepay, acquire or defease  any Debt for Borrowed Money,
   except the Obligations in accordance with the terms of this Agreement and
   prepayments of Capital Leases in an amount not to exceed $250,000.

       9.15  Transactions with Affiliates.  Except as set forth below,
   neither the Borrower nor any of its Subsidiaries shall, sell, transfer,
   distribute, or pay any money or property, including, but not limited to,
   any fees or expenses of any nature (including, but not limited to, any
   fees or expenses for management services),  to any Affiliate, or lend or
   advance money or property to any Affiliate, or invest in (by capital
   contribution or otherwise) or purchase or repurchase any stock or indebt-
   edness, or any property, of any Affiliate, or become liable on any
   Guaranty of the indebtedness, dividends, or other obligations of any
   Affiliate.  Notwithstanding the foregoing, the Borrower and its Subsi-
   diaries may engage in transactions with Affiliates in the ordinary course
   of business, in amounts and upon terms fully disclosed to the Agent and
   the Lenders, and no less favorable to the Borrower and its Subsidiaries
   than would be obtained in a comparable arm's-length transaction with a
   third party who is not an Affiliate and Borrower may advance monies to
   Clarke to the extent permitted under the definition of Restricted
   Investment.

       9.16  Investment Banking and Finder's Fees.  Neither the Borrower nor
   any of its Subsidiaries shall pay or agree to pay, or reimburse any other
   party with respect to, any investment banking or similar or related fee,
   underwriter's fee, finder's fee, or broker's fee to any Person in
   connection with this Agreement, except for a fee payable to Houlihan Lokey
   Howard & Zukin Inc.  The Borrower shall defend and indemnify the Agent and
   the Lenders against and hold them harmless from all claims of any Person
   that the Borrower is obligated to pay for any such fees, and all costs and
   expenses (including without limitation, attorneys' fees) incurred by the
   Agent and/or any Lender in connection therewith.

       9.17  Business Conducted.  The Borrower shall not and shall not
   permit any of its Subsidiaries to, engage directly or indirectly, in any
   line of business other than the businesses in which the Borrower is
   engaged on the Closing Date.

       9.18  Liens.  Neither the Borrower nor any of its Subsidiaries shall
   create, incur, assume, or permit to exist any Lien on any property now
   owned or hereafter acquired by any of them, except Permitted Liens
   (including those listed on Schedule 9.18).

       9.19  Sale and Leaseback Transactions.   Neither the Borrower nor any
   of its Subsidiaries shall, directly or indirectly, enter into any
   arrangement with any Person providing for the Borrower or such Subsidiary
   to lease or rent property that the Borrower or such Subsidiary has sold or
   will sell or otherwise transfer to such Person.

       9.20  New Subsidiaries.  The Borrower shall not, directly or
   indirectly, organize, create, acquire or permit to exist any Subsidiary
   other than those listed on Schedule 8.5.

       9.21  Fiscal Year.  The Borrower shall not change its Fiscal Year.

       9.22  Capital Expenditures.  Neither the Borrower nor any of its
   Subsidiaries shall make or incur any Capital Expenditure if, after giving
   effect thereto, the aggregate amount of all Capital Expenditures by the
   Borrower and its Subsidiaries on a consolidated basis would exceed
   $8,000,000 during any Fiscal Year.

       9.23  Coverage Ratio.  The Borrower shall not permit the Coverage
   Ratio to be less than the following ratio for the four fiscal quarter
   period ending on each of the following dates:

             Date                            Ratio

          December 31, 1998                  .8:1

          March 31, 1999 and each fiscal
          quarter end thereafter             1.0:1

       9.24  Adjusted Tangible Net Worth.  The Borrower will maintain
   Adjusted Tangible Net Worth, determined as of the last day of each fiscal
   quarter commencing December 31, 1998 of not less than $65,000,000.

       9.25  Use of Proceeds.  The Borrower shall not, and shall not suffer
   or permit any Subsidiary to, use any portion of the Loan proceeds,
   directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to
   repay or otherwise refinance indebtedness of the Borrower or others
   incurred to purchase or carry Margin Stock, (iii) to extend credit for the
   purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
   security in any transaction that is subject to Section 13 or 14 of the
   Exchange Act.

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

                                   ARTICLE 10

                              CONDITIONS OF LENDING

       10.1  Conditions Precedent to Making of Loans on the Closing Date.
   The obligation of the Lenders to make the initial Revolving Loans on the
   Closing Date, and the obligation of the Agent to cause to be issued or
   provide Credit Support for any Letter of Credit on the Closing Date and
   the obligation of the Lenders to participate in Letters of Credit issued
   on the Closing Date or in Credit Support for any Letters of Credit, are
   subject to the following conditions precedent having been satisfied in a
   manner satisfactory to the Agent and each Lender:

          (a)  This Agreement and the other Loan Documents have been executed
   by each party thereto and the Borrower shall have performed and complied
   with all covenants, agreements and conditions contained herein and the
   other Loan Documents which are required to be performed or complied with
   by the Borrower before or on such Closing Date.

          (b)  Upon making the Revolving Loans on the Closing Date (including
   such Revolving Loans made to finance the Closing Fee or otherwise pursuant
   to Section 4.7 as reimbursement for fees, costs and expenses then payable
   under this Agreement) the Borrower would have Availability (calculated for
   this purpose only without including the Supplemental Reserve) in an amount
   no less than $10,000,000.  The Agent shall have received evidence that not
   more than $4,000,000 of Borrower's accounts payable and other contractual
   obligations are not current.

          (c)  All representations and warranties made hereunder and in the
   other Loan Documents shall be true and correct as of the Closing Date as
   if made on such date.

          (d)  No Default or Event of Default shall exist on the Closing
   Date, or would exist after giving effect to the Loans to be made on such
   date.

          (e)  The Agent and the Lenders shall have received such opinions of
   counsel for the Borrower and its Subsidiaries as the Agent or any Lender
   shall request, each such opinion to be in a form, scope, and substance
   satisfactory to the Agent, the Lenders, and their respective counsel.

          (f)  The Agent and the Lenders shall have received title policies,
   in form and substance acceptable to Agent, with respect to the Mortgages.

          (g)  The Agent shall have received:

             (i)    acknowledgment copies of proper financing statements,
   duly filed on or before the Closing Date under the UCC of all
   jurisdictions that the Agent may deem necessary or desirable in order to
   perfect the Agent's Lien; and

             (ii)   duly executed UCC-3 Termination Statements and such other
   instruments, in form and substance satisfactory to the Agent, as shall be
   necessary to terminate and satisfy all Liens on the Property of the
   Borrower and its Subsidiaries except Permitted Liens.

          (h)  The Borrower shall have paid all fees and expenses of the
   Agent and the Attorney Costs incurred in connection with any of the Loan
   Documents and the transactions contemplated thereby.

          (i)  The Agent shall have received evidence, in form, scope, and
   substance, reasonably satisfactory to the Agent, of all insurance coverage
   as required by the Agreement.

          (j)  The Agent and the Lenders shall have had an opportunity, if
   they so choose, to examine the books of account and other records and
   files of the Borrower and to make copies thereof, and to conduct a pre-
   closing audit which shall include, without limitation, verification of
   Inventory, Accounts, and Availability, and the results of such examination
   and audit shall have been satisfactory to the Agent and the Lenders in all
   respects.

          (k)  Agent shall have received  evidence satisfactory to it with
   respect to the payment in full of all obligations owing by Borrower to its
   existing senior secured lenders and the termination of all liens securing
   such indebtedness.

          (l)  Agent shall have reviewed the environmental compliance reports
   prepared by the Borrower, including the completion by Borrower of Agent's
   standard environmental questionnaire, and the results thereof shall be
   satisfactory to Lenders.

          (m)  Lenders shall have reviewed and been satisfied with the terms
   and conditions of Borrower's outstanding Senior Notes.

          (n)  The Agent shall have had the opportunity, if it so desires, to
   confer with holders of the Senior Notes or their representatives to
   confirm the feasibility of a prepackaged Chapter 11, and such discussions
   shall be satisfactory to the Agent.  The Borrower or its representatives
   shall have the right to be present at such discussions.

          (o)  The Lenders shall have received evidence satisfactory to them
   that Borrower's EBITDA (adjusted to exclude reorganization expenses and
   the writedown of assets held for sale taken in September, 1997) shall not
   be less than $500,000 for the eleven months ended November 30, 1997.

          (p)  All proceedings taken in connection with the execution of this
   Agreement, all other Loan Documents and all documents and papers relating
   thereto shall be satisfactory in form, scope, and substance to the Agent
   and the Lenders.

          The acceptance by the Borrower of any Loans made on the Closing
   Date shall be deemed to be a representation and warranty made by the
   Borrower to the effect that all of the conditions precedent to the making
   of such Loans  have been satisfied, with the same effect as delivery to
   the Agent and the Lenders of a certificate signed by a Responsible Officer
   of the Borrower, dated the Closing Date, to such effect.

          Execution and delivery to the Agent by a Lender of a counterpart of
   this Agreement shall be deemed confirmation by such Lender that (i) all
   conditions precedent in this Section 10.1 have been fulfilled to the
   satisfaction of such Lender and (ii) the decision of such Lender to
   execute and deliver to the Agent an executed counterpart of this Agreement
   was made by such Lender independently and without reliance on the Agent or
   any other Lender as to the satisfaction of any condition precedent set
   forth in this Section 10.1.

       10.2  Conditions Precedent to Each Loan.  The obligation of the
   Lenders to make each Loan, including the initial Revolving Loans on the
   Closing Date, and the obligation of the Agent to take reasonable steps to
   cause to be issued or to provide Credit Support for any Letter of Credit
   and the obligation of the Lenders to participate in Letters of Credit or
   Credit Support for Letters of Credit, shall be subject to the further
   conditions precedent that on and as of the date of any such extension of
   credit:

          (a)  the following statements shall be true, and the acceptance by
   the Borrower of any extension of credit shall be deemed to be a statement
   to the effect set forth in clauses (i) and (ii), with the same effect as
   the delivery to the Agent and the Lenders of a certificate signed by a
   Responsible Officer, dated the date of such extension of credit, stating
   that:

             (i)    The representations and warranties contained in this
   Agreement and the other Loan Documents are correct in all material
   respects on and as of the date of such extension of credit as though made
   on and as of such date, other than any such representation or warranty
   which relates to a specified prior date and except to the extent the Agent
   and the Lenders have been notified by the Borrower that any representation
   or warranty is not correct and the Majority Lenders have explicitly waived
   in writing compliance with such representation or warranty; and

             (ii)   No event has occurred and is continuing, or would result
   from such extension of credit, which constitutes a Default or an Event of
   Default; and

          (b)  without limiting Section 10.1(b), the amount of the
   Availability shall be sufficient to make such Revolving Loan without
   exceeding the Availability, provided, however, that the foregoing
   conditions precedent are not conditions to each Lender participating in or
   reimbursing BABC or the Agent for such Lenders' Pro Rata Share of any BABC
   Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j).

                                   ARTICLE 11

                                DEFAULT; REMEDIES

       11.1  Events of Default.  It shall constitute an event of default
   ("Event of Default") if any one or more of the following shall occur for
   any reason:

          (a)  any failure to pay the principal of or interest or premium on
   any of the Obligations when due, whether upon demand or otherwise;

          (b)  any representation or warranty made or deemed made by the
   Borrower in this Agreement or by the Borrower or any of its Subsidiaries
   in any of the other Loan Documents, any Financial Statement, or any
   certificate furnished by the Borrower or any of its Subsidiaries at any
   time to the Agent or any Lender shall prove to be untrue in any material
   respect as of the date on which made, deemed made, or furnished;

          (c)  (i) any default shall occur in the observance or performance
   of any of the covenants and agreements contained in Sections 6.1, 6.2,
   6.3, 6.7, 6.9, Article 7 or Article 9 or (ii) any default shall occur in
   the observance or performance of any of the covenants and agreements
   contained in this Agreement (other than as specified in clause (a) or
   (c)(i) above), any other Loan Documents, or any other agreement entered
   into at any time to which the Borrower or any Subsidiary and the Agent or
   any Lender are party and such default shall continue unremedied for a
   period of 15 days after the earlier of notice to the Borrower thereof or
   Borrower obtaining knowledge thereof, or (iii) if any agreement or
   document referred to in clauses (i) or (ii) above shall terminate (other
   than in accordance with its terms or the terms hereof or with the written
   consent of the Agent and the Majority Lenders) or become void or
   unenforceable, without the written consent of the Agent and the Majority
   Lenders;

          (d)  default shall occur with respect to any Debt For Borrowed
   Money (other than the Obligations) in an outstanding principal amount
   which exceeds $250,000 (including, without limitation, a default under the
   Senior Notes), or under any agreement or instrument under or pursuant to
   which any such Debt For Borrowed Money may have been issued, created,
   assumed, or guaranteed by the Borrower or any of its Subsidiaries, and
   such default shall continue for more than the period of grace, if any,
   therein specified, if the effect thereof (with or without the giving of
   notice or further lapse of time or both) is to accelerate, or to permit
   the holders of any such Debt For Borrowed Money to accelerate, the
   maturity of any such Debt For Borrowed Money; or any such Debt For
   Borrowed Money shall be declared due and payable or be required to be
   prepaid (other than by a regularly scheduled required prepayment) prior to
   the stated maturity thereof;

          (e)  the Borrower or any of its Subsidiaries shall (i) file a
   voluntary petition in bankruptcy or file a voluntary petition or an answer
   or otherwise commence any action or proceeding seeking reorganization,
   arrangement or readjustment of its debts or for any other relief under the
   federal Bankruptcy Code, as amended, or under any other bankruptcy or
   insolvency act or law, state or federal, now or hereafter existing, or
   consent to, approve of, or acquiesce in, any such petition, action or
   proceeding; (ii) apply for or acquiesce in the appointment of a receiver,
   assignee, liquidator, sequestrator, custodian, monitor, trustee or similar
   officer for it or for all or any part of its property; (iii) make an
   assignment for the benefit of creditors; or (iv) be unable generally to
   pay its debts as they become due;

          (f)  an involuntary petition or proposal shall be filed or an
   action or proceeding otherwise commenced seeking reorganization,
   arrangement, consolidation or readjustment of the debts of the Borrower or
   any of its Subsidiaries or for any other relief under the federal
   Bankruptcy Code, as amended, or under any other bankruptcy or insolvency
   act or law, state or federal, now or hereafter existing and either (i)
   such petition, proposal, action or proceeding shall not have been
   dismissed within a period of sixty (60) days after its commencement or
   (ii) an order for relief against the Borrower or such Subsidiary shall
   have been entered in such proceeding;

          (g)  a receiver, assignee, liquidator, sequestrator, custodian,
   monitor, trustee or similar officer for the Borrower or any of its
   Subsidiaries or for all or any part of its property shall be appointed or
   a warrant of attachment, execution or similar process shall be issued
   against any part of the property of the Borrower or any of its
   Subsidiaries;

          (h)  the Borrower or any of its Subsidiaries shall file a
   certificate of dissolution under applicable state law or shall be
   liquidated, dissolved or wound-up or shall commence or have commenced
   against it any action or proceeding for dissolution, winding-up or
   liquidation, or shall take any corporate action in furtherance thereof;

          (i)  all or any material part of the property of the Borrower or
   any of its Subsidiaries shall be nationalized, expropriated or condemned,
   seized or otherwise appropriated, or custody or control of such property
   or of the Borrower or such Subsidiary shall be assumed by any Governmental
   Authority or any court of competent jurisdiction at the instance of any
   Governmental Authority, except where contested in good faith by proper
   proceedings diligently pursued where a stay of enforcement is in effect;

          (j)  any guaranty of the Obligations shall be terminated, revoked
   or declared void or invalid;

          (k)  one or more judgments or orders for the payment of money
   aggregating in excess of $100,000, which amount shall not be fully covered
   by insurance, shall be rendered against the Borrower or any of its
   Subsidiaries;

          (l)  any loss, theft, damage or destruction of any item or items of
   Collateral or other property of the Borrower or any Subsidiary occurs
   which (i) materially and adversely affects the property, business,
   operation, prospects, or condition of the Borrower or any of its
   Subsidiaries; or (ii) is material in amount and is not adequately covered
   by insurance;

          (m)  there occurs a Material Adverse Effect;

          (n)  there is filed against the Borrower or any of its Subsidiaries
   any civil or criminal action, suit or proceeding under any federal or
   state racketeering statute (including, without limitation, the Racketeer
   Influenced and Corrupt Organization Act of 1970), which action, suit or
   proceeding (1) is not dismissed within one hundred twenty (120) days, and
   (2) could result in the confiscation or forfeiture of any material portion
   of the Collateral;

          (o)  for any reason other than the failure of the Agent to take any
   action available to it to maintain perfection of the Agent's Liens,
   pursuant to the Loan Documents, any Loan Document ceases to be in full
   force and effect or any Lien with respect to any material portion of the
   Collateral intended to be secured thereby ceases to be, or is not, valid,
   perfected and prior to all other Liens (other than Permitted Liens) or is
   terminated, revoked or declared void;

          (p)  (i) an ERISA Event shall occur with respect to a Pension Plan
   or Multi-employer Plan which has resulted or could reasonably be expected
   to result in liability of the Borrower under Title IV of ERISA to the
   Pension Plan, Multi-employer Plan or the PBGC in an aggregate amount in
   excess of $1,000,000; (ii) the aggregate amount of Unfunded Pension
   Liability among all Pension Plans at any time exceeds $1,000,000; or (iii)
   the Borrower or any ERISA Affiliate shall fail to pay when due, after the
   expiration of any applicable grace period, any installment payment with
   respect to its withdrawal liability under Section 4201 of ERISA under a
   Multi-employer Plan in an aggregate amount in excess of $1,000,000;

          (q)  there occurs a Change of Control; or

          (r)  any restructuring or reorganization of the liabilities or
   capital structure of the Borrower is not satisfactory to the Lenders.

       11.2  Remedies.  (a)  If a Default or an Event of Default exists, the
   Agent may, in its discretion, and shall, at the direction of the Majority
   Lenders, do one or more of the following at any time or times and in any
   order, without notice to or demand on the Borrower:  (i) reduce the
   Maximum Revolver Amount, or the advance rates against Eligible Accounts
   and/or Eligible Inventory used in computing the Availability, or reduce
   one or more of the other elements used in computing the Availability;
   (ii) restrict the amount of or refuse to make Revolving Loans; and
   (iii) restrict or refuse to arrange for or provide Letters of Credit or
   Credit Support.  If an Event of Default exists, the Agent  shall, at the
   direction of the Majority Lenders, do one or more of the following, in
   addition to the actions described in the preceding sentence, at any time
   or times and in any order, without notice to or demand on the Borrower:
   (a) terminate the Commitments and this Agreement; (b) declare any or all
   Obligations to be immediately due and payable; provided, however, that
   upon the occurrence of any Event of Default described in Sections 11.1(e),
   11.1(f), 11.1(g), or 11.1(h), the Commitments shall automatically and
   immediately expire and all Obligations shall automatically become imme-
   diately due and payable without notice or demand of any kind; and
   (c) pursue its other rights and remedies under the Loan Documents and
   applicable law.

          (b)  If an Event of Default exists:  (i) the Agent shall have for
   the benefit of the Lenders, in addition to all other rights of the Agent
   and the Lenders, the rights and remedies of a secured party under the UCC;
   (ii) the Agent may, at any time, take possession of the Collateral and
   keep it on the Borrower's premises, at no cost to the Agent or any Lender,
   or remove any part of it to such other place or places as the Agent may
   desire, or the Borrower shall, upon the Agent's demand, at the Borrower's
   cost, assemble the Collateral and make it available to the Agent at a
   place reasonably convenient to the Agent; and (iii) the Agent may sell and
   deliver any Collateral at public or private sales, for cash, upon credit
   or otherwise, at such prices and upon such terms as the Agent deems
   advisable, in its sole discretion, and may, if the Agent deems it
   reasonable, postpone or adjourn any sale of the Collateral by an
   announcement at the time and place of sale or of such postponed or
   adjourned sale without giving a new notice of sale.  Without in any way
   requiring notice to be given in the following manner, the Borrower agrees
   that any notice by the Agent of sale, disposition or other intended action
   hereunder or in connection herewith, whether required by the UCC or
   otherwise, shall constitute reasonable notice to the Borrower if such
   notice is mailed by registered or certified mail, return receipt
   requested, postage prepaid, or is delivered personally against receipt, at
   least five (5) Business Days prior to such action to the Borrower's
   address specified in or pursuant to Section 15.8.  If any Collateral is
   sold on terms other than payment in full at the time of sale, no credit
   shall be given against the Obligations until the Agent or the Lenders
   receive payment, and if the buyer defaults in payment, the Agent may
   resell the Collateral without further notice to the Borrower.  In the
   event the Agent seeks to take possession of all or any portion of the
   Collateral by judicial process, the Borrower irrevocably waives:  (a) the
   posting of any bond, surety or security with respect thereto which might
   otherwise be required; (b) any demand for possession prior to the
   commencement of any suit or action to recover the Collateral; and (c) any
   requirement that the Agent retain possession and not dispose of any
   Collateral until after trial or final judgment.  The Borrower agrees that
   the Agent has no obligation to preserve rights to the Collateral or
   marshal any Collateral for the benefit of any Person.  The Agent is hereby
   granted a license or other right to use, without charge, the Borrower's
   labels, patents, copyrights, name, trade secrets, trade names, trademarks,
   and advertising matter, or any similar property, in completing production
   of, advertising or selling any Collateral, and the Borrower's rights under
   all licenses and all franchise agreements shall inure to the Agent's
   benefit for such purpose.  The proceeds of sale shall be applied first to
   all expenses of sale, including attorneys' fees, and then to the
   Obligations in whatever order the Agent elects.  The Agent will return any
   excess to the Borrower and the Borrower shall remain liable for any
   deficiency.

          (c)  If an Event of Default occurs, the Borrower hereby waives all
   rights to notice and hearing prior to the exercise by the Agent of the
   Agent's rights to repossess the Collateral without judicial process or to
   replevy, attach or levy upon the Collateral without notice or hearing.

                                   ARTICLE 12

                              TERM AND TERMINATION

       12.1  Term and Termination.  The term of this Agreement shall end on
   the Stated Termination Date.  The Agent upon direction from the Majority
   Lenders may terminate this Agreement without notice upon the occurrence
   and during the continuance of an Event of Default.  Upon the effective
   date of termination of this Agreement for any reason whatsoever, all
   Obligations (including, without limitation, all unpaid principal, accrued
   interest and any early termination or prepayment fees or penalties) shall
   become immediately due and payable and Borrower shall immediately arrange
   for the cancellation of Letters of Credit then outstanding.
   Notwithstanding the termination of this Agreement, until all Obligations
   are indefeasibly paid and performed in full in cash, the Borrower shall
   remain bound by the terms of this Agreement and shall not be relieved of
   any of its Obligations hereunder, and the Agent and the Lenders shall
   retain all their rights and remedies hereunder (including, without
   limitation, the  Agent's Liens in and all rights and remedies with respect
   to all then existing and after-arising Collateral).


                                   ARTICLE 13

           AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

       13.1  No  Waivers Cumulative Remedies.  No failure by the Agent or
   any Lender to exercise any right, remedy, or option under this Agreement
   or any present or future supplement thereto, or in any other agreement
   between or among the Borrower and the Agent and/or any Lender, or delay by
   the Agent or any Lender in exercising the same, will not operate as a
   waiver thereof.  No waiver by the Agent or any Lender will be effective
   unless it is in writing, and then only to the extent specifically stated.
    No waiver by the Agent or the Lenders on any occasion shall affect or
   diminish  the Agent's and each Lender's rights thereafter to require
   strict performance by the Borrower of any provision of this Agreement.
   The Agent's and each Lender's rights under this Agreement will be
   cumulative and not exclusive of any other right or remedy which the Agent
   or any Lender may have.

       13.2  Amendments and Waivers.  No amendment or waiver of any
   provision of this Agreement or any other Loan Document, and no consent
   with respect to any departure by the Borrower  therefrom, shall be
   effective unless the same shall be in writing and signed by the Majority
   Lenders (or by the Agent at the written request of the Majority Lenders)
   and the Borrower and then any such waiver or consent shall be effective
   only in the specific instance and for the specific purpose for which
   given; provided, however, that no such waiver, amendment, or consent
   shall, unless in writing and signed by all the Lenders and the Borrower
   and acknowledged by the Agent, do any of the following:

          (a)  increase or extend the Commitment of any Lender;

          (b)  postpone or delay any date fixed by this Agreement or any
   other Loan Document for any payment of principal, interest, fees or other
   amounts due to the Lenders (or any of them) hereunder or under any other
   Loan Document;

          (c)  reduce the principal of, or the rate of interest specified
   herein on any Loan, or any fees or other amounts payable hereunder or
   under any other Loan Document;

          (d)  change the percentage of the Commitments or of the aggregate
   unpaid principal amount of the Loans which is required for the Lenders or
   any of them to take any action hereunder;

          (e)  increase any of the percentages set forth in the definition of
   Availability or amend the definitions of Eligible Inventory or Eligible
   Accounts; provided that nothing herein shall limit or restrict the Agent's
   discretion as set forth in such definitions;

          (f)  amend this Section or any provision of the Agreement providing
   for consent or other action by all Lenders;

          (g)  release Collateral other than as permitted by Section 14.12;

          (h)  change the definitions of "Majority Lenders" or "Required
   Lenders."

   and, provided further, that no amendment, waiver or consent shall, unless
   in writing and signed by the Agent, affect the rights or duties of the
   Agent under this Agreement or any other Loan Document.

       13.3  Assignments; Participations.

          (a)  Any Lender may, with the written consent of the Agent, assign
   and delegate to one or more assignees (provided that no written consent of
   the Agent shall be required in connection with any assignment and
   delegation by a Lender to an Affiliate of such Lender) (each an
   "Assignee") all, or any ratable part of all, of the Loans, the Commitments
   and the other rights and obligations of such Lender hereunder, in a
   minimum amount of  $5,000,000 and, if the remaining Commitment of such
   Lender would be less than $5,000,000, the entire amount of such Lender's
   Commitment; provided, however, that the Borrower and the Agent may
   continue to deal solely and directly with such Lender in connection with
   the interest so assigned to an Assignee until (i) written notice of such
   assignment, together with payment instructions, addresses and related
   information with respect to the Assignee, shall have been given to the
   Borrower and the Agent by such Lender and the Assignee; (ii) such Lender
   and its Assignee shall have delivered to the Borrower and the Agent an
   Assignment and Acceptance in the form of Exhibit  D ("Assignment and
   Acceptance") and (iii) the assignor Lender or Assignee has paid to the
   Agent a processing fee in the amount of $3,000.

          (b)  From and after the date that the Agent notifies the assignor
   Lender that it has received an executed Assignment and Acceptance and
   payment of the above-referenced processing fee, (i) the Assignee
   thereunder shall be a party hereto and, to the extent that rights and
   obligations, including, but not limited to, the obligation to participate
   in Letters of Credit and Credit Support have been assigned to it pursuant
   to such Assignment and Acceptance, shall have the rights and obligations
   of a Lender under the Loan Documents, and (ii) the assignor Lender shall,
   to the extent that rights and obligations hereunder and under the other
   Loan Documents have been assigned by it pursuant to such Assignment and
   Acceptance, relinquish its rights and be released from its obligations
   under this Agreement (and in the case of an Assignment and Acceptance
   covering all or the remaining portion of an assigning Lender's rights and
   obligations under this Agreement, such Lender shall cease to be a party
   hereto).

          (c)  By executing and delivering an Assignment and Acceptance, the
   assigning Lender thereunder and the Assignee thereunder confirm to and
   agree with each other and the other parties hereto as follows:  (1) other
   than as provided in such Assignment and Acceptance, such assigning Lender
   makes no representation or warranty and assumes no responsibility with
   respect to any statements, warranties or representations made in or in
   connection with this Agreement or the execution, legality, validity,
   enforceability, genuineness, sufficiency or value of this Agreement or any
   other Loan Document furnished pursuant hereto; (2) such assigning Lender
   makes no representation or warranty and assumes no responsibility with
   respect to the financial condition of the Borrower or the performance or
   observance by the Borrower of any of its obligations under this Agreement
   or any other Loan Document furnished pursuant hereto; (3) such Assignee
   confirms that it has received a copy of this Agreement, together with such
   other documents and information as it has deemed appropriate to make its
   own credit analysis and decision to enter into such Assignment and
   Acceptance; (4) such Assignee will, independently and without reliance
   upon the Agent, such assigning Lender or any other Lender, and based on
   such documents and information as it shall deem appropriate at the time,
   continue to make its own credit decisions in taking or not taking action
   under this Agreement; (5) such Assignee appoints and authorizes the Agent
   to take such action as agent on its behalf and to exercise such powers
   under this Agreement as are delegated to the Agent by the terms hereof,
   together with such powers as are reasonably incidental thereto; and (6)
   such Assignee agrees that it will perform in accordance with their terms
   all of the obligations which by the terms of this Agreement are required
   to be performed by it as a Lender.

          (d)  Immediately upon each Assignee's making its processing fee
   payment under the Assignment and Acceptance, this Agreement shall be
   deemed to be amended to the extent, but only to the extent, necessary to
   reflect the addition of the Assignee and the resulting adjustment of the
   Commitments arising therefrom. The Commitment allocated to each Assignee
   shall reduce such Commitments of the assigning Lender pro tanto.

          (e)  Any Lender may at any time sell to one or more commercial
   banks, financial institutions, or other Persons not Affiliates of the
   Borrower (a "Participant") participating interests in any Loans, the
   Commitment of that Lender and the other interests of that Lender (the
   "originating Lender") hereunder and under the other Loan Documents;
   provided, however, that (i) the originating Lender's obligations under
   this Agreement shall remain unchanged, (ii) the originating Lender shall
   remain solely responsible for the performance of such obligations,
   (iii) the Borrower and the Agent shall continue to deal solely and
   directly with the originating Lender in connection with the originating
   Lender's rights and obligations under this Agreement and the other Loan
   Documents, and (iv) no Lender shall transfer or grant any participating
   interest under which the Participant has rights to approve any amendment
   to, or any consent or waiver with respect to, this Agreement or any other
   Loan Document,  and all amounts payable by the Borrower hereunder shall be
   determined as if such Lender had not sold such participation; except that,
   if amounts outstanding under this Agreement are due and unpaid, or shall
   have been declared or shall have become due and payable upon the
   occurrence of an Event of Default, each Participant shall be deemed to
   have the right of set-off in respect of its participating interest in
   amounts owing under this Agreement to the same extent as if the amount of
   its participating interest were owing directly to it as a Lender under
   this Agreement.

          (f)  Notwithstanding any other provision in this Agreement, any
   Lender may at any time create a security interest in, or pledge, all or
   any portion of its rights under and interest in this Agreement in favor of
   any Federal Reserve Bank in accordance with Regulation A of the FRB or
   U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve
   Bank may enforce such pledge or security interest in any manner permitted
   under applicable law.

                                   ARTICLE 14

                                    THE AGENT

       14.1  Appointment and Authorization.  Each Lender hereby designates
   and appoints BankAmerica Business Credit, Inc. as its Agent under this
   Agreement and the other Loan Documents and each Lender hereby irrevocably
   authorizes the Agent to take such action on its behalf under the
   provisions of this Agreement and each other Loan Document and to exercise
   such powers and perform such duties as are expressly delegated to it by
   the terms of this Agreement or any other Loan Document, together with such
   powers as are reasonably incidental thereto.  The Agent agrees to act as
   such on the express conditions contained in this Article 14.  The
   provisions of this Article 14 are solely for the benefit of the Agent and
   the Lenders and the Borrower shall have no rights as a third party
   beneficiary of any of the provisions contained herein.  Notwithstanding
   any provision to the contrary contained elsewhere in this Agreement or in
   any other Loan Document, the Agent shall not have any duties or
   responsibilities, except those expressly set forth herein, nor shall the
   Agent have or be deemed to have any fiduciary relationship with any
   Lender, and no implied covenants, functions, responsibilities, duties,
   obligations or liabilities shall be read into this Agreement or any other
   Loan Document or otherwise exist against the Agent.  Without limiting the
   generality of the foregoing sentence, the use of the term "agent" in this
   Agreement with reference to the Agent is not intended to connote any
   fiduciary or other implied (or express) obligations arising under agency
   doctrine of any applicable law.  Instead, such term is used merely as a
   matter of market custom, and is intended to create or reflect only an
   administrative relationship between independent contracting parties.
   Except as expressly otherwise provided in this Agreement, the Agent shall
   have and may use its sole discretion with respect to exercising or
   refraining from exercising any discretionary rights or taking or
   refraining from taking any actions which the Agent is expressly entitled
   to take or assert under this Agreement and the other Loan Documents,
   including, without limitation, (a) the determination of the applicability
   of ineligibility criteria with respect to the calculation of the
   Availability, (b) the making of Agent Advances pursuant to Section 2.2(i),
   and (c) the exercise of remedies pursuant to Section 11.2, and any action
   so taken or not taken shall be deemed consented to by the Lenders.

       14.2  Delegation of Duties.  The Agent may execute any of its duties
   under this Agreement or any other Loan Document by or through agents,
   employees or attorneys-in-fact and shall be entitled to advice of counsel
   concerning all matters pertaining to such duties.  The Agent shall not be
   responsible for the negligence or misconduct of any agent or
   attorney-in-fact that it selects as long as such selection was made
   without gross negligence or willful misconduct.

       14.3  Liability of Agent.  None of the Agent-Related Persons shall
   (i) be liable for any action taken or omitted to be taken by any of them
   under or in connection with this Agreement or any other Loan Document or
   the transactions contemplated hereby (except for its own gross negligence
   or willful misconduct), or (ii) be responsible in any manner to any of the
   Lenders for any recital, statement, representation or warranty made by the
   Borrower or any Subsidiary or Affiliate of the Borrower, or any officer
   thereof, contained in this Agreement or in any other Loan Document, or in
   any certificate, report, statement or other document referred to or
   provided for in, or received by the Agent under or in connection with,
   this Agreement or any other Loan Document, or the validity, effectiveness,
   genuineness, enforceability or sufficiency of this Agreement or any other
   Loan Document, or for any failure of the Borrower or any other party to
   any Loan Document to perform its obligations hereunder or thereunder.  No
   Agent-Related Person shall be under any obligation to any Lender to
   ascertain or to inquire as to the observance or performance of any of the
   agreements contained in, or conditions of, this Agreement or any other
   Loan Document, or to inspect the properties, books or records of the
   Borrower or any of the Borrower's Subsidiaries or Affiliates.

       14.4  Reliance by Agent.  (a)  The Agent shall be entitled to rely,
   and shall be fully protected in relying, upon any writing, resolution,
   notice, consent, certificate, affidavit, letter, telegram, facsimile,
   telex or telephone message, statement or other document or conversation
   believed by it to be genuine and correct and to have been signed, sent or
   made by the proper Person or Persons, and upon advice and statements of
   legal counsel (including counsel to the Borrower), independent accountants
   and other experts selected by the Agent. The Agent shall be fully
   justified in failing or refusing to take any action under this Agreement
   or any other Loan Document unless it shall first receive such advice or
   concurrence of the Majority Lenders as it deems appropriate and, if it so
   requests, it shall first be indemnified to its satisfaction by the Lenders
   against any and all liability and expense which may be incurred by it by
   reason of taking or continuing to take any such action.  The Agent shall
   in all cases be fully protected in acting, or in refraining from acting,
   under this Agreement or any other Loan Document in accordance with a
   request or consent of the Majority Lenders (subject in the case of any
   amendment or waiver to any higher percentage required under Section 13.2)
   and such request and any action taken or failure to act pursuant thereto
   shall be binding upon all of the Lenders.

          (b)  For purposes of determining compliance with the conditions
   specified in Section 10.1, each Lender that has executed this Agreement
   shall be deemed to have consented to, approved or accepted or to be
   satisfied with, each document or other matter either sent by the Agent to
   such Lender for consent, approval, acceptance or satisfaction, or required
   thereunder to be consented to or approved by or acceptable or satisfactory
   to the Lender.

       14.5  Notice of Default.  The Agent shall not be deemed to have
   knowledge or notice of the occurrence of any Default or Event of Default,
   except with respect to defaults in the payment of principal, interest and
   fees required to be paid to the Agent for the account of the Lenders,
   unless the Agent shall have received written notice from a Lender or the
   Borrower referring to this Agreement, describing such Default or Event of
   Default and stating that such notice is a "notice of default."  The Agent
   will notify the Lenders of its receipt of any such notice.  The Agent
   shall take such action with respect to such Default or Event of Default as
   may be requested by the Majority Lenders in accordance with Section 11;
   provided, however, that unless and until the Agent has received any such
   request, the Agent may (but shall not be obligated to) take such action,
   or refrain from taking such action, with respect to such Default or Event
   of Default as it shall deem advisable.

       14.6  Credit Decision.  Each Lender acknowledges that none of the
   Agent-Related Persons has made any representation or warranty to it, and
   that no act by the Agent hereinafter taken, including any review of the
   affairs of the Borrower and its Subsidiaries, shall be deemed to
   constitute any representation or warranty by any Agent-Related Person to
   any Lender.  Each Lender represents to the Agent that it has,
   independently and without reliance upon any Agent-Related Person and based
   on such documents and information as it has deemed appropriate, made its
   own appraisal of and investigation into the business, prospects,
   operations, property, financial and other condition and creditworthiness
   of the Borrower and its Subsidiaries, and all applicable bank regulatory
   laws relating to the transactions contemplated hereby, and made its own
   decision to enter into this Agreement and to extend credit to the
   Borrower.  Each Lender also represents that it will, independently and
   without reliance upon any Agent-Related Person and based on such documents
   and information as it shall deem appropriate at the time, continue to make
   its own credit analysis, appraisals and decisions in taking or not taking
   action under this Agreement and the other Loan Documents, and to make such
   investigations as it deems necessary to inform itself as to the business,
   prospects, operations, property, financial and other condition and
   creditworthiness of the Borrower.  Except for notices, reports and other
   documents expressly herein required to be furnished to the Lenders by the
   Agent, the Agent shall not have any duty or responsibility to provide any
   Lender with any credit or other information concerning the business,
   prospects, operations, property, financial and other condition or
   creditworthiness of the Borrower which may come into the possession of any
   of the Agent-Related Persons.

       14.7  Indemnification.  Whether or not the transactions contemplated
   hereby are consummated, the Lenders shall indemnify upon demand the
   Agent-Related Persons (to the extent not reimbursed by or on behalf of the
   Borrower and without limiting the obligation of the Borrower to do so),
   pro rata, from and against any and all Indemnified Liabilities as such
   term is defined in Section 15.11; provided, however, that no Lender shall
   be liable for the payment to the Agent-Related Persons of any portion of
   such Indemnified Liabilities resulting solely from such Person's gross
   negligence or willful misconduct.  Without limitation of the foregoing,
   each Lender shall reimburse the Agent upon demand for its ratable share of
   any costs or out-of-pocket expenses (including Attorney Costs) incurred by
   the Agent in connection with the preparation, execution, delivery,
   administration, modification, amendment or enforcement (whether through
   negotiations, legal proceedings or otherwise) of, or legal advice in
   respect of rights or responsibilities under, this Agreement, any other
   Loan Document, or any document contemplated by or referred to herein, to
   the extent that the Agent is not reimbursed for such expenses by or on
   behalf of the Borrower.  The undertaking in this Section shall survive the
   payment of all Obligations hereunder and the resignation or replacement of
   the Agent.

       14.8  Agent in Individual Capacity.  BABC and its Affiliates may make
   loans to, issue letters of credit for the account of, accept deposits
   from, acquire equity interests in and generally engage in any kind of
   banking, trust, financial advisory, underwriting or other business with
   the Borrower and its Subsidiaries and Affiliates as though BABC were not
   the Agent hereunder and without notice to or consent of the Lenders.  The
   Lenders acknowledge that, pursuant to such activities, BABC or its
   Affiliates may receive information regarding the Borrower or its
   Affiliates (including information that may be subject to confidentiality
   obligations in favor of the Borrower or such Subsidiary) and acknowledge
   that the Agent shall be under no obligation to provide such information to
   them.  With respect to its Loans, BABC shall have the same rights and
   powers under this Agreement as any other Lender and may exercise the same
   as though it were not the Agent, and the terms "Lender" and "Lenders"
   include BABC in its individual capacity.

       14.9   Successor Agent.  The Agent may resign as Agent upon 30 days'
   notice to the Lenders and the Borrower.  If the Agent resigns under this
   Agreement, the Majority Lenders shall appoint from among the Lenders a
   successor agent for the Lenders.  If no successor agent is appointed prior
   to the effective date of the resignation of the Agent, the Agent may
   appoint, after consulting with the Lenders and the Borrower, a successor
   agent from among the Lenders.  Upon the acceptance of its appointment as
   successor agent hereunder, such successor agent shall succeed to all the
   rights, powers and duties of the retiring Agent and the term "Agent" shall
   mean such successor agent and the retiring Agent's appointment, powers and
   duties as Agent shall be terminated. After any retiring Agent's
   resignation hereunder as Agent, the provisions of this Section 14 shall
   inure to its benefit as to any actions taken or omitted to be taken by it
   while it was Agent under this Agreement.  If no successor agent has
   accepted appointment as Agent by the date which is 30 days following a
   retiring Agent's notice of resignation, the retiring Agent's resignation
   shall nevertheless thereupon become effective and the Lenders shall
   perform all of the duties of the Agent hereunder until such time, if any,
   as the Majority Lenders appoint a successor agent as provided for above.

       14.10 Withholding Tax.  (a)  If any Lender is a "foreign corporation,
   partnership or trust" within the meaning of the Code and such Lender
   claims exemption from, or a reduction of, U.S. withholding tax under
   Sections 1441 or 1442 of the Code, such Lender agrees with and in favor of
   the Agent, to deliver to the Agent:

             (i)    if such Lender claims an exemption from, or a reduction
   of, withholding tax under a United States tax treaty, properly completed
   IRS Forms 1001 and W-8 before the payment of any interest in the first
   calendar year and before the payment of any interest in each third
   succeeding calendar year during which interest may be paid under this
   Agreement;

             (ii)   if such Lender claims that interest paid under this
   Agreement is exempt from United States withholding tax because it is
   effectively connected with a United States trade or business of such
   Lender, two properly completed and executed copies of IRS Form 4224 before
   the payment of any interest is due in the first taxable year of such
   Lender and in each succeeding taxable year of such Lender during which
   interest may be paid under this Agreement, and IRS Form W-9; and

              (iii)      such other form or forms as may be required under
   the Code or other laws of the United States as a condition to exemption
   from, or reduction of, United States withholding tax.

   Such Lender agrees to promptly notify the Agent of any change in
   circumstances which would modify or render invalid any claimed exemption
   or reduction.

          (b)  If any Lender claims exemption from, or reduction of,
   withholding tax under a United States tax treaty by providing IRS Form
   1001 and such Lender sells, assigns, grants a participation in, or
   otherwise transfers all or part of the Obligations of the Borrower to such
   Lender, such Lender agrees to notify the Agent of the percentage amount in
   which it is no longer the beneficial owner of Obligations of the Borrower
   to such Lender.  To the extent of such percentage amount, the Agent will
   treat such Lender's IRS Form 1001 as no longer valid.

          (c)  If any Lender claiming exemption from United States
   withholding tax by filing IRS Form 4224 with the Agent sells, assigns,
   grants a participation in, or otherwise transfers all or part of the
   Obligations of the Borrower to such Lender, such Lender agrees to
   undertake sole responsibility for complying with the withholding tax
   requirements imposed by Sections 1441 and 1442 of the Code.

          (d)  If any Lender is entitled to a reduction in the applicable
   withholding tax, the Agent may withhold from any interest payment to such
   Lender an amount equivalent to the applicable withholding tax after taking
   into account such reduction.  If the forms or other documentation required
   by subsection (a) of this Section are not delivered to the Agent, then the
   Agent may withhold from any interest payment to such Lender not providing
   such forms or other documentation an amount equivalent to the applicable
   withholding tax.

          (e)  If the IRS or any other Governmental Authority of the United
   States or other jurisdiction asserts a claim that the Agent did not
   properly withhold tax from amounts paid to or for the account of any
   Lender (because the appropriate form was not delivered, was not properly
   executed, or because such Lender failed to notify the Agent of a change in
   circumstances which rendered the exemption from, or reduction of,
   withholding tax ineffective, or for any other reason) such Lender shall
   indemnify the Agent fully for all amounts paid, directly or indirectly, by
   the Agent as tax or otherwise, including penalties and interest, and
   including any taxes imposed by any jurisdiction on the amounts payable to
   the Agent under this Section, together with all costs and expenses
   (including Attorney Costs).  The obligation of the Lenders under this
   subsection shall survive the payment of all Obligations and the
   resignation or replacement of the Agent.

       14.11 Reserved.

       14.12 Collateral Matters.

          (a)  The Lenders hereby irrevocably authorize the Agent, at its
   option and in its sole discretion, to release any Agent's Lien upon any
   Collateral (i) upon the termination of the Commitments and payment and
   satisfaction in full by Borrower of all Loans and reimbursement
   obligations in respect of Letters of Credit and Credit Support, and the
   termination of all outstanding Letters of Credit (whether or not any of
   such obligations are due) and all other Obligations; (ii) constituting
   property being sold or disposed of if the Borrower certifies to the Agent
   that the sale or disposition is made in compliance with Section 9.9 (and
   the Agent may rely conclusively on any such certificate, without further
   inquiry); (iii) constituting property in which the Borrower owned no
   interest at the time the Lien was granted or at any time thereafter; or
   (iv) constituting property leased to the Borrower under a lease which has
   expired or been terminated in a transaction permitted under this Agree-
   ment.  Except as provided above, the Agent will not release any of the
   Agent's Liens without the prior written authorization of the Lenders;
   provided that the Agent may, in its discretion, release the Agent's Liens
   on Collateral valued in the aggregate not in excess of $1,000,000 without
   the prior written authorization of the Lenders.  Upon request by the Agent
   or the Borrower at any time, the Lenders will confirm in writing the
   Agent's authority to release any Agent's Liens upon particular types or
   items of Collateral pursuant to this Section 14.12.

          (b)  Upon receipt by the Agent of any authorization required
   pursuant to Section 14.12(a) from the Lenders of the Agent's authority to
   release any Agent's Liens upon particular types or items of Collateral,
   and upon at least five (5) Business Days' prior written request by the
   Borrower,  the Agent shall (and is hereby irrevocably authorized by the
   Lenders to) execute such documents as may be necessary to evidence the
   release of the Agent's Liens upon such Collateral; provided, however, that
   (i) the Agent shall not be required to execute any such document on terms
   which, in the Agent's opinion, would expose the Agent to liability or
   create any obligation or entail any consequence other than the release of
   such Liens without recourse or warranty, and (ii) such release shall not
   in any manner discharge, affect or impair the Obligations or any Liens
   (other than those expressly being released) upon (or obligations of the
   Borrower in respect of) all interests retained by the Borrower, including
   (without limitation) the proceeds of any sale, all of which shall continue
   to constitute part of the Collateral.

          (c)  The Agent shall have no obligation whatsoever to any of the
   Lenders to assure that the Collateral exists or is owned by the Borrower
   or is cared for, protected or insured or has been encumbered, or that the
   Agent's Liens have been properly or sufficiently or lawfully created, per-
   fected, protected or enforced or are entitled to any particular priority,
   or to exercise at all or in any particular manner or under any duty of
   care, disclosure or fidelity, or to continue exercising, any of the
   rights, authorities and powers granted or available to the Agent pursuant
   to any of the Loan Documents, it being understood and agreed that in
   respect of the Collateral, or any act, omission or event related thereto,
   the Agent may act in any manner it may deem appropriate, in its sole
   discretion  given the Agent's own interest in the Collateral in its
   capacity as one of the Lenders and that the Agent shall have no other duty
   or liability whatsoever to any Lender as to any of the foregoing.

       14.13 Restrictions on Actions by Lenders; Sharing of Payments.  (a)
   Each of the Lenders agrees that it shall not, without the express consent
   of all Lenders, and that it shall, to the extent it is lawfully entitled
   to do so, upon the request of all Lenders, set off against the
   Obligations, any amounts owing by such Lender to the Borrower or any ac-
   counts of the Borrower now or hereafter maintained with such Lender.  Each
   of the Lenders further agrees that it shall not, unless specifically
   requested to do so by the Agent, take or cause to be taken any action to
   enforce its rights under this Agreement or against the Borrower,
   including, without limitation, the commencement of any legal or equitable
   proceedings, to foreclose any Lien on, or otherwise enforce any security
   interest in, any of the Collateral.

          (b)  If at any time or times any Lender shall receive (i) by
   payment, foreclosure, setoff or otherwise, any proceeds of Collateral or
   any payments with respect to the Obligations of the Borrower to such
   Lender arising under, or relating to, this Agreement or the other Loan
   Documents, except for any such proceeds or payments received by such
   Lender from the Agent pursuant to the terms of this Agreement, or
   (ii) payments from the Agent in excess of such Lender's ratable portion of
   all such distributions by the Agent, such Lender shall promptly (1) turn
   the same over to the Agent, in kind, and with such endorsements as may be
   required to negotiate the same to the Agent, or in same day funds, as
   applicable, for the account of all of the Lenders and for application to
   the Obligations in accordance with the applicable provisions of this
   Agreement, or (2) purchase, without recourse or warranty, an undivided
   interest and participation in the Obligations owed to the other Lenders so
   that such excess payment received shall be applied ratably as among the
   Lenders in accordance with their Pro Rata Shares; provided, however, that
   if all or part of such excess payment received by the purchasing party is
   thereafter recovered from it, those purchases of participations shall be
   rescinded in whole or in part, as applicable, and the applicable portion
   of the purchase price paid therefor shall be returned to such purchasing
   party, but without interest except to the extent that such purchasing
   party is required to pay interest in connection with the recovery of the
   excess payment.

       14.14 Agency for Perfection.  Each Lender hereby appoints each other
   Lender as agent for the purpose of perfecting the Lenders' security
   interest in assets which, in accordance with Article 9 of the UCC can be
   perfected only by possession.  Should any Lender (other than the Agent)
   obtain possession of any such Collateral, such Lender shall notify the
   Agent thereof, and, promptly upon the Agent's request therefor shall
   deliver such Collateral to the Agent or in accordance with the Agent's
   instructions.

       14.15 Payments by Agent to Lenders.  All payments to be made by the
   Agent to the Lenders  shall be made by bank wire transfer or internal
   transfer of immediately available funds to:

   if to BABC:      Bank of America NT & SA
                    1850 Gateway Blvd.
                    Concord, CA  94520
                    ABA No. 121000358
                    Account No. 12353-03848
                    Account Name:  BankAmerica Business Credit, Inc.
                    Reference:  U.S. Leather
                    Contact:  Ed Rios
                    Telephone:  (212) 836-5334
                    Facsimile:  (212) 836-5172

   or pursuant to such other wire transfer instructions as each party may
   designate for itself by written notice to the Agent.  Concurrently with
   each such payment, the Agent shall identify whether such payment (or any
   portion thereof) represents principal, premium or interest on the
   Revolving Loans, or otherwise.

        14.16     Concerning the Collateral and the Related Loan Documents.
   Each Lender authorizes and directs the Agent to enter into this Agreement
   and the other Loan Documents relating to the Collateral, for the ratable
   benefit of the Agent and the Lenders.  Each Lender agrees that any action
   taken by the Agent, Majority Lenders or Required Lenders, as applicable,
   in accordance with the terms of this Agreement or the other Loan Documents
   relating to the Collateral, and the exercise by the Agent, the Majority
   Lenders, or the Required Lenders, as applicable, of their respective
   powers set forth therein or herein, together with such other powers that
   are reasonably incidental thereto, shall be binding upon all of the
   Lenders.

        14.17     Field Audit and Examination Reports; Disclaimer by Lenders.
   By signing this Agreement, each Lender:

             (a)  is deemed to have requested that the Agent furnish such
   Lender, promptly after it becomes available, a copy of each field audit or
   examination report (each a "Report" and collectively, "Reports") prepared
   by the Agent;

             (b)  expressly agrees and acknowledges that neither BABC nor the
   Agent (i) makes any representation or warranty as to the accuracy of any
   Report, or (ii) shall be liable for any information contained in any
   Report;

             (c)  expressly agrees and acknowledges that the Reports are not
   comprehensive audits or examinations, that the Agent or other party
   performing any audit or examination will inspect only specific information
   regarding the Borrower and will rely significantly upon the Borrower's
   books and records, as well as on representations of the Borrower's
   personnel;

             (d)  agrees to keep all Reports confidential and strictly for
   its internal use, and not to distribute except to its participants, or use
   any Report in any other manner; and

             (e)  without limiting the generality of any other
   indemnification provision contained in this Agreement, agrees:  (i) to
   hold the Agent and any such other Lender preparing a Report harmless from
   any action the indemnifying Lender may take or conclusion the indemnifying
   Lender may reach or draw from any Report in connection with any loans or
   other credit accommodations that the indemnifying Lender has made or may
   make to the Borrower, or the indemnifying Lender's participation in, or
   the indemnifying Lender's purchase of, a loan or loans of the Borrower;
   and (ii) to pay and protect, and indemnify, defend and hold the Agent and
   any such other Lender preparing a Report harmless from and against, the
   claims, actions, proceedings, damages, costs, expenses and other amounts
   (including, without limitation attorney costs) incurred by the Agent and
   any such other Lender preparing a Report as the direct or indirect result
   of any third parties who might obtain all or part of any Report through
   the indemnifying Lender.

        14.18     Relation Among Lenders.  The Lenders are not partners or
   co-venturers, and no Lender shall be liable for the acts or omissions of,
   or (except as otherwise set forth herein in case of the Agent) authorized
   to act for, any other Lender.

                                   ARTICLE 15

                                  MISCELLANEOUS

        15.1 Cumulative Remedies; No Prior Recourse to Collateral.  The
   enumeration herein of the Agent's and each Lender's rights and remedies is
   not intended to be exclusive, and such rights and remedies are in addition
   to and not by way of limitation of any other rights or remedies that the
   Agent and the Lenders may have under the UCC or other applicable law.  The
   Agent and the Lenders shall have the right, in their sole discretion, to
   determine which rights and remedies are to be exercised and in which
   order.  The exercise of one right or remedy shall not preclude the exer-
   cise of any others, all of which shall be cumulative.  The Agent and the
   Lenders may, without limitation, proceed directly against the Borrower to
   collect the Obligations without any prior recourse to the Collateral.  No
   failure to exercise and no delay in exercising, on the part of the Agent
   or any Lender, any right, remedy, power or privilege hereunder, shall
   operate as a waiver thereof;  nor shall any single or partial exercise of
   any right, remedy, power or privilege hereunder preclude any other or
   further exercise thereof or the exercise of any other right, remedy, power
   or privilege.

        15.2 Severability.  The illegality or unenforceability of any
   provision of this Agreement or any instrument or agreement required
   hereunder shall not in any way affect or impair the legality or
   enforceability of the remaining provisions of this Agreement or any
   instrument or agreement required hereunder.

        15.3 Governing Law; Choice of Forum; Service of Process; Jury Trial
   Waiver.  (a)  THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND
   LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE
   INTERNAL LAWS (AS OPPOSED TO THE CONFLICT OF LAWS PROVISIONS PROVIDED THAT
   PERFECTION ISSUES WITH RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO
   APPLICABLE CHOICE OR CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE
   UCC) OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS
   SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

             (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
   AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
   STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW
   YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
   BORROWER, THE AGENT AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF
   ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF
   THE BORROWER, THE AGENT AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION,
   INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
   FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
   OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
   AGREEMENT OR ANY DOCUMENT RELATED HERETO.  NOTWITHSTANDING THE FOREGOING:
   (1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
   PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
   JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN
   ORDER TO REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS
   AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE
   COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE
   HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

             (c)  THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
   PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE
   BY REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWER AT
   ITS ADDRESS SET FORTH IN SECTION 15.8 AND SERVICE SO MADE SHALL BE DEEMED
   TO BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED
   IN THE U.S. MAILS.  NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF
   AGENT OR THE LENDERS TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED
   BY LAW.

        15.4 WAIVER OF JURY TRIAL.  THE BORROWER, THE LENDERS AND THE AGENT
   EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
   CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT,
   THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
   THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT
   BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,
   PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
   CLAIMS, OR OTHERWISE.  THE BORROWER, THE LENDERS AND THE AGENT EACH AGREE
   THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL
   WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE
   THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
   THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH
   SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
   THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR
   THEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
   SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN
   DOCUMENTS.

        15.5 Survival of Representations and Warranties.  All of the
   Borrower's representations and warranties contained in this Agreement
   shall survive the execution, delivery, and acceptance thereof by the
   parties, notwithstanding any investigation by the Agent or the Lenders or
   their respective agents.

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

        15.7 Fees and Expenses.  The Borrower agrees to pay to the Agent, for
   its benefit, on demand, all costs and expenses that Agent pays or incurs
   in connection with the negotiation, preparation, consummation,
   administration, enforcement, and termination of this Agreement and the
   Borrower agrees to pay to each Lender all costs and expenses that such
   Lender pays or incurs in connection with the enforcement of this
   Agreement, including, in each case, without limitation:  (a) Attorney
   Costs; (b) costs and expenses (including attorneys' and paralegals' fees
   and disbursements which shall include the allocated costs of Agent's in-
   house counsel fees and disbursements) for any amendment, supplement,
   waiver, consent, or subsequent closing in connection with the Loan
   Documents and the transactions contemplated thereby; (c) costs and
   expenses of lien and title searches and title insurance; (d) taxes, fees
   and other charges for recording the Mortgage, filing financing statements
   and continuations, and other actions to perfect, protect, and continue the
   Agent's Liens (including costs and expenses paid or incurred by the Agent
   in connection with the consummation of Agreement); (e) sums paid or
   incurred to pay any amount or take any action required of the Borrower
   under the Loan Documents that the Borrower fails to pay or take; (f) costs
   of appraisals, inspections, and verifications of the Collateral,
   including, without limitation, travel, lodging, and meals for inspections
   of the Collateral and the Borrower's operations by the Agent plus the
   Agent's then customary charge for field examinations and audits and the
   preparation of reports thereof (such charge is currently $750 per day (or
   portion thereof) for each agent or employee of the Agent with respect to
   each field examination or audit), provided that prior to the occurrence of
   an Event of Default the Agent's charge for audits shall not exceed $40,000
   per year; (g) costs and expenses of forwarding loan proceeds, collecting
   checks and other items of payment, and establishing and maintaining
   Payment Accounts and lock boxes; (h) costs and expenses of preserving and
   protecting the Collateral; and (i) costs and expenses (including attor-
   neys' and paralegals' fees and disbursements which shall include the
   allocated cost of Agent's in-house counsel fees and disbursements) paid or
   incurred to obtain payment of the Obligations, enforce the Agent's Liens,
   sell or otherwise realize upon the Collateral, and otherwise enforce the
   provisions of the Loan Documents, or to defend any claims made or
   threatened against the Agent or any Lender arising out of the transactions
   contemplated hereby (including without limitation, preparations for and
   consultations concerning any such matters); provided that in the event the
   Agent or any Lender seeks payment from the Borrower of any costs or
   expenses incurred arising out of a claim made against it by the Borrower,
   then the Borrower shall have no such reimbursement obligation to the
   extent that the Borrower obtains a final non-appealable judgment in its
   favor against the Agent or such Lender for the matter for which payment of
   costs and expenses is being sought.  The foregoing shall not be construed
   to limit any other provisions of the Loan Documents regarding costs and
   expenses to be paid by the Borrower.  All of the foregoing costs and
   expenses shall be charged to the Borrower's Loan Account as Revolving
   Loans as described in Section 4.7.

        15.8 Notices.  Except as otherwise provided herein, all notices,
   demands and requests that any party is required or elects to give to any
   other shall be in writing, or by a telecommunications device capable of
   creating a written record, and any such notice shall become effective
   (a) upon personal delivery thereof, including, but not limited to,
   delivery by overnight mail and courier service, (b) four (4) days after it
   shall have been mailed by United States mail, first class, certified or
   registered, with postage prepaid, or (c) in the case of notice by such a
   telecommunications device, when properly transmitted, in each case
   addressed to the party to be notified as follows:

   If to the Agent or to BABC:

             BankAmerica Business Credit, Inc.
             40 East 52nd Street
             New York, N.Y.  10022
             Attention:  Portfolio Manager
             Telecopy No. (212) 836-5169

        with copies to:

             Bank of America NT & SA
             335 Madison Avenue
             New York, N.Y.  10017
             Attention: Legal Department
             Telecopy No. (212) 503-7550

   If to the Borrower: United States Leather, Inc.
                       1403 West Bruce Street
                       Milwaukee, Wisconsin  53204
                       Attention: Kinzie L. Weimer
                       Telecopy No. (414) 389-5191

   or to such other address as each party may designate for itself by like
   notice.  Failure or delay in delivering copies of any notice, demand,
   request, consent, approval, declaration or other communication to the
   persons designated above to receive copies shall not adversely affect the
   effectiveness of such notice, demand, request, consent, approval, declara-
   tion or other communication.

        15.9 Waiver of Notices.  Unless otherwise expressly provided herein,
   the Borrower waives presentment, protest and notice of demand or dishonor
   and protest as to any instrument, notice of intent to accelerate the
   Obligations and notice of acceleration of the Obligations, as well as any
   and all other notices to which it might otherwise be entitled.  No notice
   to or demand on the Borrower which the Agent or any Lender may elect to
   give shall entitle the Borrower to any or further notice or demand in the
   same, similar or other circumstances.

        15.10     Binding Effect.  The provisions of this Agreement shall be
   binding upon and inure to the benefit of the respective representatives,
   successors, and assigns of the parties hereto; provided, however, that no
   interest herein may be assigned by the Borrower without prior written
   consent of the Agent and each Lender.  The rights and benefits of the
   Agent and the Lenders hereunder shall, if such Persons so agree, inure to
   any party acquiring any interest in the Obligations or any part thereof.

        15.11     Indemnity of the Agent and the Lenders by the Borrower.
   (a)  The Borrower agrees to defend indemnify and hold the Agent-Related
   Persons, and each Lender and each of its respective officers, directors,
   employees, counsel, agents and attorneys-in-fact (each, an "Indemnified
   Person") harmless from and against any and all liabilities, obligations,
   losses, damages, penalties, actions, judgments, suits, costs, charges,
   expenses and disbursements (including Attorney Costs) of any kind or
   nature whatsoever which may at any time (including at any time following
   repayment of the Loans and the termination, resignation or replacement of
   the Agent or replacement of any Lender)  be imposed on, incurred by or
   asserted against any such Person in any way relating to or arising out of
   this Agreement or any document contemplated by or referred to herein, or
   the transactions contemplated hereby, or any action taken or omitted by
   any such Person under or in connection with any of the foregoing,
   including with respect to any investigation, litigation or proceeding
   (including any Insolvency Proceeding or appellate proceeding) related to
   or arising out of this Agreement, any other Loan Document, or the Loans or
   the use of the proceeds thereof, whether or not any Indemnified Person is
   a party thereto (all the foregoing, collectively, the "Indemnified
   Liabilities"); provided, that the Borrower shall have no obligation
   hereunder to any Indemnified Person with respect to Indemnified
   Liabilities resulting solely from the  willful misconduct of such
   Indemnified Person. The agreements in this Section shall survive payment
   of all other Obligations.  Notwithstanding the foregoing, in the event an
   Indemnified Person claims indemnification from the Borrower arising out of
   a litigation or other proceeding between the Borrower on the one hand and
   such Indemnified Person on the other hand, the Borrower shall have no
   indemnification obligation to such Indemnified Person with respect to such
   litigation or other proceeding to the extent that the Borrower obtains a
   final non-appealable judgment in its favor against such Indemnified Person
   as to the matters for which indemnification is being claimed.

             (b)  The Borrower hereby indemnifies, defends and holds harmless
   the Indemnified Persons from any loss or liability directly or indirectly
   arising out of the use, generation, manufacture, production, storage,
   release, threatened release, discharge, disposal or presence of a
   hazardous substance.  This indemnity will apply whether the hazardous
   substance is on, under or about any of the Borrower's property or
   operations or property leased to the Borrower.  The indemnity includes but
   is not limited to attorneys' fees (including the reasonable estimate of
   the allocated cost of in-house counsel and staff).  The indemnity extends
   to the Agent-Related Persons, and each Lender, its parent, subsidiaries
   and all of their directors, officers, employees, agents, successors,
   attorneys and assigns.  "Hazardous Substances" means any substance,
   material or waste that is or becomes designated or regulated as "toxic,"
   "hazardous," "pollutant," or "contaminate" or a similar designation or
   regulation under any federal, state or local law (whether under a common
   law, statute, regulation or otherwise) or judicial or administrative
   interpretation of such, including without limitation petroleum or natural
   gas.  This indemnity will survive termination of the Agreement.

        15.12     Limitation of Liability.  No claim may be made by the
   Borrower, any Lender or other Person against the Agent, any Lender, or the
   affiliates, directors, officers, officers, employees, or agents of any of
   them for any special, indirect, consequential or punitive damages in
   respect of any claim for breach of contract or any other theory of
   liability arising out of or related to the transactions contemplated by
   this Agreement or any other Loan Document, or any act, omission or event
   occurring in connection therewith, and the Borrower and each Lender hereby
   waive, release and agree not to sue upon any claim for such damages,
   whether or not accrued and whether or not know or suspected to exist in
   its favor.

        15.13     Final Agreement.  This Agreement and the other Loan
   Documents are intended by the Borrower, the Agent and the Lenders to be
   the final, complete, and exclusive expression of the agreement between
   them.  This Agreement supersedes any and all prior oral or written
   agreements relating to the subject matter hereof.  No modification,
   rescission, waiver, release, or amendment of any provision of this
   Agreement or any other Loan Document shall be made, except by a written
   agreement signed by the Borrower and a duly authorized officer of each of
   the Agent and the requisite Lenders.

        15.14     Counterparts.  This Agreement may be executed in any number
   of counterparts, and by the Agent, each Lender and the Borrower in
   separate counterparts, each of which shall be an original, but all of
   which shall together constitute one and the same agreement.

        15.15     Captions.  The captions contained in this Agreement are for
   convenience of reference only, are without substantive meaning and should
   not be construed to modify, enlarge, or restrict any provision.

        15.16     Right of Setoff.  In addition to any rights and remedies of
   the Lenders provided by law, if an Event of Default exists or the Loans
   have been accelerated, each Lender is authorized at any time and from time
   to time, without prior notice to the Borrower, any such notice being
   waived by the Borrower to the fullest extent permitted by law, to set off
   and apply any and all deposits (general or special, time or demand,
   provisional or final) at any time held by, and other indebtedness at any
   time owing by, such Lender to or for the credit or the account of the
   Borrower against any and all Obligations owing to such Lender, now or
   hereafter existing, irrespective of whether or not the Agent or such
   Lender shall have made demand under this Agreement or any Loan Document
   and although such Obligations may be contingent or unmatured.  Each Lender
   agrees promptly to notify the Borrower and the Agent after any such
   set-off and application made by such Lender; provided, however, that the
   failure to give such notice shall not affect the validity of such set-off
   and application.  NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE
   ANY RIGHT OF SET-OFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT
   ACCOUNT OR PROPERTY OF THE BORROWER HELD OR MAINTAINED BY SUCH LENDER
   WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.


             IN WITNESS WHEREOF, the parties have entered into this Agreement
   on the date first above written.

                                 UNITED STATES LEATHER, INC.


                                 By /s/
                                 Title:



                                     "AGENT"

                                 BankAmerica Business Credit, Inc., as the
                                 Agent



                                 By  /s/
                                                             , Vice President



              [Signatures of Lenders appear on the following page.]


                                 "LENDERS"

   Commitment:  $35,357,000      BankAmerica Business Credit, Inc., as a
                                 Lender


                                 By   /s/
                                      Ernest Pelli, Vice President




   Commitment:  $11,786,000      PNC Bank National Association,  as a Lender

                                 By   /s/
                                      Colleen Logan, Vice President




   Commitment:  $7,857,000       LaSalle Business Credit, Inc., as a Lender

                                 By /s/
                                                     , Vice President