FACILITY AGREEMENT

 The undersigned:

     I.  COOPERATIEVECENTRALE  RAIFFEISEN-BOERENLEENBANK  B.A.,  established  at
Amsterdam,  The Netherlands,  and also maintaining a business office in Utrecht,
hereinafter referred to as " Rabobank International";

 and

 II.
 a. INBRAND EUROPE B.V., established at Goirle, The Netherlands,
 hereinafter also referred to as "Inbrand Europe",
 b. IN BRAND BENELUX B .V., established at Goirle, The Netherlands,
 c. COMFORTA HEALTHCARE LTD, established at Worcester, United Kingdom.
 d. INBRAND FRANCE S.A., established at Wasquchal, France,
 e. INBRAND ESPANA SL, established at Barcelona, Spain,
 which  entities  shall also be referred to both  jointly end  severally  as the
 "Borrowers", unless this Facility Agreement provides otherwise;

 have agreed as follows:

 Rabobank International hereby grants to the Borrowers a credit facility,  which
 the Borrowers hereby accept, subject to the following conditions.

 ARTICLE 1 DEFINITIONS

 For the purpose of this Facility Agreement,  the following terms shall have the
 meaning  ascribed to them below:

 (a)  Advance(s):  cash advance  amounts paid by Rabobank  International  to the
 Borrowers under the Facility in US Dollars and/or other  convertible  (foreign)
 currencies to be agreed  between the parties,  for a period of 1, 2, 3, 6 or 12
 month(s). payable in amounts of no less than US $ 200,000 (two hundred thousand
 United States Dollars) or the corresponding value in Alternative Currency to be
 agreed upon.

 (b)  Business  Day:  any day on which  Dutch  banks are open for  business  and
 transactions  between banks are carried on in Amsterdam  and/or any other place
 where  acts are  performed  to comply  with  obligations  under  this  Facility
 Agreement.

 (c) Facility:  a credit  facility up to a maximum  amount of US. $ 15,000,000--
 (fifteen  million United States  Dollars) or its  corresponding  value in Dutch
 Guilders,  French Francs,  German Marks,  British  Pounds and Spanish  Pesetas,
 hereinafter  referred  to as:  "Alternative  Currency",  provided  that  such
 currencies are available to Rabobank International.

 (d) Inbrand  Corporation: a Georgia corporation with its chief executive office
 and principal place of business at 1169 Canton Road,  Marietta,  Georgia 300~6,
 USA. (e) LIBOR: London Interbank Offered Rate, the interest rate offered to the
 banks in the  London  Interbank  Market  for  deposits  of  comparable  amounts
 denominated in the same currency and of corresponding tenors.

 (f) Rabobank Base Rate: the Rabobank base rate ("basisrente") as published from
 time  to  time  by  Rabobank  International  in  one  or  more  Dutch  national
 newspapers.

 (g) Termination  Date: three years after the date of execution of this Facility
 Agreement,  unless  earlier  termination  or any  extension  thereof  has  been
 mutually agreed upon.

 (h) Availability  period:  period of three years after the date of execution of
 this Facility  Agreement and ending on the  Termination  Date,  unless  earlier
 termination or any extension thereof has been mutually agreed upon.

 ARTICLE 2 PURPOSE/AVAILABILITY

 1.  Without  prejudice  to the  provisions  set out in  Article  12 and 13, the
 Facility shall be available to the Borrowers from the date of execution of this
 Facility Agreement till the Termination Date.

 2. At the Termination Date all amounts  outstanding  under the Facility will be
 immediately due and payable

 3. The Borrowers may only use the Facility  within the normal  conduct of their
 business.

 4.  Upon at  least  fourteen  ( 14)  days  prior  written  notice  to  Rabobank
 International  the  Borrower  may,  at  its  option,  terminate  this  Facility
 Agreement. If termination by the Borrower is to be effective on such a day, the
 Borrower shall pay to Rabobank International the outstanding principal, accrued
 interest and other charges owing under the terms of this Facility Agreement.

 ARTICLE 3 CONDITIONS PRECEDENT

 The  obligation  of Rabobank  International  to make advances is subject to the
 condition precedent that Rabobank International shall have received:

 (a) a guaranty,  duly executed by Inbrand Corporation (the Guarantor).  in form
 and substance acceptable to Rabobank  International in its sole discretion (the
 Guaranty);

 (b) copies of all resolutions,  authorizations,  approvals,  consents, licenses
 and  Iegalisation,  if any.  necessary or appropriate for entering into and any
 performance under this Facility Agreement by the Borrowers as well as copies of
 all   resolutions,   authorizations,    approvals.   consents.   licenses   and
 Iegalisation,  if any,  necessary  or  appropriate  for  entering  into and any
 performance under the Guaranty;

 (c) copies  certifying  the names and true  signatures  of the  officers of the
 Borrowers and the Guarantor authorized to sign the documents.

 ARTICLE 4 USE

 1. The whole or any part of the  Facility  may be  administered  in one or more
 accounts  in the books of  Rabobank  International,  in United  States  Dollars
 and/or in Alternative Currency .

 2. Under the terms of the Facility,  the Borrowers may during the  Availability
 period:
     (a) make the usual withdrawals from the account(s) referred to in paragraph
1 of this Article;
     (b) have Rabobank International issue guarantees and open letters of credit
and assume similar  obligations for the Borrowers' account on such conditions as
the Bank may determine and subject to a maximum term of 12 months;
     (c) withdraw  Advances on such  conditions as will be determined in greater
detail.

 The aggregate  amount of the debit balance of the  account(s) and the issued by
 Rabobank  International,  outstanding Advances and other obligations assumed by
 Rabobank International at the request or for the account of the Borrowers shall
 at no time exceed the maximum amount of the Facility.

 3.  For the purpose of determining the amount  available under the Facility the
     corresponding  United  State  dollar  value of amounts  withdrawn  in other
     currency shall be calculated on the basis of the  respective  (informative)
     buying and selling rates on the Amsterdam  exchange  market as quoted by De
     Nederlandsche Bank N.V. each Business Day.

  4. Rabobank  International shall debit the Borrowers'  account(s) with all the
     withdrawals  referred to in this Article, the amounts paid under guarantees
     or other  obligations  assumed at the  request  and for the  account of the
     Borrowers  within the meaning of this  Article and all  interest,  fees and
     costs.

 ARTICLE 5 INTEREST

 Current account

 1.With regard to the part of the current account which is used in US Dollars or
 Alternative  Currency,  both the  debit  and  credit  interest  rates  shall be
 determined by Rabobank  International on a weekly basis. The interest rates are
 based upon the  weekly  interbank  interest  rate for the  applicable  currency
 increased with the  applicable  margin  dependent  upon the Funded  Debt/EBITDA
 ratio as specified in the attached Schedule B. These rates shall not be changed
 during the week in question,  unless  Rabobank  International  considers such a
 change appropriate in view of market conditions.  Rabobank  International shall
 forward to the  Borrowers on a weekly basis a survey of the interest  rates and
 shall immediately notify the Borrowers of any change thereof

 2.Interest  on  credit  and/or  debit  balances  in  current  account  shall be
 calculated  quarterly  in  arrears.  The  interest  shall be  calculated  as is
 customary per currency  (custom in respect of Dutch Guilders:  month right/year
 right).
 
 Advances

 1. The interest rate on Advances in US Dollars or  Alternative  Currency  shall
 be based on the LIBOR rate increased with the applicable margin dependent upon
 the Funded Debt/EBITDA ratio as specified in the attached Schedule B.

 2. Interest  on Advances  shall be due on the agreed  maturity  dates,  unless
 the tenor of an Advance is more than three months, in which case the interest
 shall be due quarterly and on the agreed maturity date.

 3. Interest on Advances  shall be calculated per currency as is customary with 
 the Banks (custom in respect of Dutch Guilders: month right/year 360).

 4. If the LIBOR rate is not published on the day interest is  determined,
 another interest indicator shall be used in mutual consultation.


 Exceeding the Facility

 If the maximum  amount of the  Facility is exceeded as a result of any interest
 and/or costs being debited or for any other reason,  Rabobank International may
 charge an  interest at a rate of 2% (two per cent) per annum over and above the
 Rabobank Base Rate.  This  interest  shall be calculated on the amount by which
 the Facility is exceeded,  commencing on the date on which the excess arose and
 ending on the date on which it is undone,  all of this without prejudice to the
 Borrowers'  obligation to make up the deficit immediately and without prejudice
 to the rights of  Rabobank  International  under  Article  12 of this  Facility
 Agreement.

 Late payment

 In the event that the  Borrowers  fail to pay any  amount in a timely  fashion.
 they shall owe Rabobank  International  extra interest at a rate of 1% (one per
 cent) per month.  This default interest shall be calculated on the amount still
 payable by the Borrowers  from the date the amount became due until the date of
 actual  payment.  This  provision  shall not release the  Borrowers  from their
 obligation  to comply  with their  obligations  and shall not affect the banks'
 rights under Article 12 of this Facility Agreement.

 ARTICLE 6 FEES AND COSTS

 1. With effect from the date of signing this document the Borrowers shall pay a
 commitment  fee  calculated  on the average  unused  balance of the  commitment
 amount.  The applicable rate of the commitment fee shall depend upon the Funded
 Debt/ EBITDA  ratio as specified in the attached  Schedule B. This fee shall he
 charged  in  arrears  on the  last  day of  each  calendar  quarter  and on the
 Termination Date and shall be calculated on the basis of a month having 30 days
 and a year having 360 days.

 2.  Rabobank  International  shall  charge  all  the  customary  fees  for  the
 guarantees it issues or other obligations it assumes at the request and for the
 account of the Borrowers hi accordance with the provisions of Article 4.

 3. All fees due and payable by the Borrowers  shall be calculated  quarterly in
 arrears. unless the parties have agreed otherwise.

 4. The Borrowers  shall pay all the costs  associated  with the  conclusion and
 performance of this Facility  Agreement and all  collection  costs arising when
 the Facility is claimed back.  Collection costs shall also include the internal
 and external costs of legal  assistance,  the costs of litigation and the costs
 of experts and other third parties.

 ARTICLE 7 ADVANCES

 1. If the Borrowers intend to withdraw an Advance in Dutch Guilders. they shall
 notify Rabobank  International no later than on the date of withdrawal.  before
 11.00 a.m.  Amsterdam  time,  and if they  intend to  withdraw an Advance in US
 Dollars or in Alternative Currency other then Dutch Guilders, they shall notify
 Rabobank  International  two Business Days prior to the date of withdrawal,  no
 later than at 10.00 a.m.  London time. all of this in such a manner as Rabobank
 International may determine and subject to a specification of the amount, tenor
 and  currency  requested.  This  notification  shall be  irrevocable.  Rabobank
 International shall confirm the terms and conditions of the Advances, including
 the interest  rate  determined by Rabobank  International,  to the Borrowers in
 writing.

 2.If  the  Borrowers  wish to take an  Advance  in US  Dollars  or  Alternative
 Currency  and, on the  requested  date of  withdrawal.  Rabobank  International
 establishes  that the currency  requested is unavailable as a result of certain
 circumstances on the Interbank Market(s), Rabobank International shall cease to
 be under an obligation to pay the Advance in the currency  requested.  Rabobank
 International  shall promptly notify the Borrowers.  who shall then be entitled
 to withdraw Advances in other (freely convertible  foreign) currency,  with due
 observance of the provisions set out in paragraph I of this Article.

 3.Advances  shall  be  paid by  means  of  crediting  the  account  held by the
 Borrowers  with  Rabobank  International.  The value  date shall be the date on
 which Rabobank  International  placed the Advances at the Borrowers'  disposal.
 The  credit  entry  shall  constitute  conclusive  evidence  of the  Borrowers'
 indebtedness.

 4.The  Borrowers  shall  promptly  sign for  approval  and  return to  Rabobank
 International a copy of the  confirmation  letter referred to in paragraph I of
 this Article.  Any failure to return the confirmation  letter promptly shall be
 construed as the Borrowers' unconditional agreement with the letter.

 5.The  principal,  interest  and  costs  owed  by  the  Borrowers  to  Rabobank
 International  by virtue of the Advances  extended shall be (re)paid on the due
 date.  Upon  (re)payment,  the Borrowers'  account with Rabobank  International
 shall  be  debited  with  the  relevant  amounts,   and  the  Borrowers  hereby
 unconditionally and irrevocably authorise Rabobank International to so proceed,
 all  of  this  without  prejudice  to the  Borrowers'  obligation  to  pay  the
 outstanding amount in full and on time in the event of an insufficient balance.

 6.The  Borrowers are allowed to prepay  Advances in whole or in part,  provided
 that they have notified Rabobank International in writing of their intention no
 later than ~  Business  Days  prior to such a day.  In such case the  Borrowers
 shall compensate Rabobank International for the funding-losses.

     7. Advances  shall be paid on the due dates and in the same currency as the
one in which they were withdrawn.

 ARTICLE 8 PLURALITY OF DEBTORS

     1. Each of the Borrowers shall be Jointly and severally  liable to Rabobank
International for any and all amounts which Rabobank  International may claim in
connection with or under the Facility.

 2.The Borrowers hereby waive all the rights,  privileges and defenses conferred
 by law upon joint and several  co-debtors  and shall,  at the first  request of
 Rabobank  International,  pay any and all claims from Rabobank International in
 connection with or under the Facility  extended to one or more of the Borrowers
 which arc party to the present Facility Agreement.

 3. Each of the Borrowers  hereby  subordinates all present and/or future claims
 which they may have against other jointly and severally liable Borrowers on the
 grounds of recourse  and/or  subrogation  to all present  and/or  future claims
 which Rabobank  International may have - on whatever ground - against the other
 jointly  and  severally  liable  Borrowers.  which  means that the  jointly and
 severally  liable  Borrowers  shall  not file any  claim  for  recourse  and/or
 subrogation until Rabobank International has been paid in full.

 ARTICLE 9 PAYMENT

 The  Borrowers  shall pay  Rabobank  International  all  amounts due under this
 Facility, without invoking any suspension,  deduction,  discount, offset and/or
 counterclaim,  at such a place as Rabobank  International may indicate.  If any
 due date is not a Business  Day, the due date shall be the next  Business  Day,
 interest shall be calculated over the extra day or days.

 ARTICLE 10 ORDER OF PAYMENTS

 All payments received by Rabobank  International  from the Borrowers under this
 Facility Agreement shall be used to reduce the amounts owed under this Facility
 Agreement and are  considered  to be first for pay costs and damages.  then for
 fccs7 extra interest and interest and, finally, to repay the principal.

 ARTICLE 11 OFFSETTING CLAIMS

 1.All the  Borrowers'  accounts with Rabobank  International,  irrespective  of
 their nature or the currency in which they are denominated, shall be considered
 to be one and the same account.

 2.  Rabobank  International  shall at all times be  entitled to set off any and
     all amounts due and payable by the Borrowers under the Facility against any
     and all claims which the Borrowers may have against Rabobank International.
     regardless  of whether or not they arc due. For the purpose of this clause,
     obligations  expressed in foreign  currencies shall be converted into Dutch
     Guilders at the then current rates of the Amsterdam exchange market,  based
     on the  (informative)  buying and selling rates quoted by Dc  Ncdcrlandschc
     Bank N.V. on each Business Day. The Borrowers hereby grant an unconditional
     and irrevocable power of attorney to Rabobank  International to do all that
     is necessary to effect the aforesaid set off.

ARTICLE 12 TERMINATION/EVENTS OF DEFAULT

     1.  If  the  availability  of the  Facility  is not  extended  by  Rabobank
International after expiration of the Availability period the Borrowers shall no
longer be entitled to make use of the Facility,  all amounts  outstanding  under
this  Facility  Agreement on account of and/or in  connection  with  outstanding
current account balances of principal together with interest,  default interest.
fees and costs shall become immediately due and payable after this period by the
more lapse of time and shall be (re)paid  promptly to Rabobank  International In
such an event.  the  Borrowers  shall also he under an obligation to ensure that
Rabobank  International  is  released  from  its  obligations  ensuing  from the
outstanding   guarantees  and/or  the  other  obligations  assumed  by  Rabobank
International  under  the  terms of  Article 4 at the  Borrowers'  request.  Any
outstanding  Advances  shall  become  due and  payable  on the  agreed due dates
thereof. however not later than on the Termination Date.

 2. If any of the  following  events  occur,  Rabobank  International  shall  be
 entitled, upon written notification to the Borrowers, to terminate the Facility
 with immediate effect:
  (a)     if the  Facility  and/or  parts of the Facility is or are exceeded and
          the deficit is not remedied within 14 days after the Borrowers  having
          been requested in writing to do so; -
  (b)     if Rabobank  International has not received any amount due and payable
          by  the  Borrowers  to  Rabobank  International  on  account  of or in
          connection with this ' Facility  Agreement within 14 days of a written
          request to that effect;

     (c) if the default in complying with any other obligation arising from this
Facility Agreement and/or from any other loan or credit agreement,  whatever its
name, concluded with Rabobank International or any other lender;
     (d) if any of the  following  events occur with regard to the  Borrowers or
the  Guarantor  -or a third party who has  provided  security in relation to the
Facility:

 if a pre-Judgment attachment is levied on a material part of the assets and the
 attachment  is  not  lifted  or  terminated  within  30  days  of the  date  of
 attachment;

 if a mayor  change  is made or  obviously  intended  in the  actual.  direct or
 indirect  control  over the  Borrowers  or the  Guarantor or the third party in
 question;

 if there is a  (intended)  decision to demerge;  in the event of a  substantial
 decrease in value or a cancellation  of the security - if applicable - provided
 to Rabobank International;

 if any  approval,  exemption or permit  required for the conduct of business by
 the Borrowers is missing, canceled or revoked or if the relevant conditions are
 violated.

 3. The Facility  shall be  terminated  forthwith  and without prior notice from
 Rabobank  International  to the Borrowers if any of the following  events occur
 with regard to the Borrowers or the Guarantor or a third party who has provided
 security in relation to the Facility:
          application for a suspension of payments;
          voluntary or involuntary winding up;
          proposal for a composition with creditors;
          attachment  ("executoriaal  beslag") on a material part of the assets;
          dissolution   or  actual   liquidation;
          discontinuation   or  actual termination of conduct of business;
          loss of status as a legal entity;
          filing of a notice as defined  in  Article  36 of the  Invorderingswet
            1990 (Tax Collection  Act)  or  Article  16d of  the  Coordinatiewet
            Sociale  Verzekeringen  (Social  Insurance   Coordination Act).

 4. Moreover the Facility shall be terminated forthwith and without prior notice
 from  Rabobank  International  to the  Borrowers if the  Guarantor is unable to
 maintain the financial covenants as mentioned hereunder and as specified in the
 attached Schedule C. The covenants shall be determined on a consolidated  basis
 in respect of the Guarantor.
  (i)     a consolidated Current Ratio of not less than 1.25 to 1.0
  (ii)    a consolidated Adjusted Tangible Net Worth of not less than the amount
          shown below for the fiscal periods corresponding thereto:
                Period                                                 Amount
                ------                                                 ------
 - as of the last day of each of the first three
 fiscal quarters of 1997                                             $30.000.000
 - as of the last day of the 1997 fiscal year and the last day of    $35.000.000
 each the first three fiscal quarters of 1 99t's fiscal year
 - as of the last day of the 1 99Es fiscal year and the last day of  $40.000.000
 each he first three fiscal quarters of 1999 fiscal year
 - as of the last day of each fiscal quarter thereafter and as of    $45.000.000
 the last day of each fiscal year thereafter


  (iii)   a ratio of total  consolidated  indebtedness to consolidated  Adjusted
          Tangible  Net Worth of not greater  than the ratio 2.50 to 1.0 through
          the last day of the Guarantor's 1997 fiscal year and 2.25 to 1.0 as of
          the last day of each fiscal quarter and fiscal year thereafter
  (iv) as of the last day of each fiscal  quarter  for the four fiscal  quarters
 then ending a consolidated  Funded  Debt/EBITDA Ratio of not less than 3 to 1.0
 (v) as of the last day of each fiscal quarter for the four fiscal quarters then
 ending a Consolidated Fixed Charge Coverage Ratio of not less than 1.5 to 1.0

 If the Guarantor  fails to act within the Financial  Covenants,  the parties to
 this Facility Agreement will consider about the possible  consequences  thereof
 for the  (re)payment  of the  outstanding  amount and  current  interest on the
 Facility  If  the  Parties  do  not  agree   within  three   months.   Rabobank
 International shall be entitled to terminate the Facility Agreement  forthwith.
 without any notice of default or court intervention being required

 The terms  "Acquisition  Factor",  "Adjusted Net Earnings",  "Adjusted Tangible
 Assets",   "Adjusted   Tangible   Net  Worth",   "Current   Assets",   "Current
 Liabilities", "Current Ratio". "EBITDA", "Fixed Charge Coverage Ratio", "Funded
 Debt". "Funded Debt/EBITDA Ratio",  "GAAP" and "Make Capital  Expenditures" arc
 applicable  to this  Agreement  and shall have the meaning as  described in the
 Amended and Restated Loan Agreement.  Section 1 "General Definitions",  made as
 of October 1, 1996, by and between  Southtrust Bank of Georgia, N A and Inbrand
 Corporation  Such  definitions may be amended from time to time with subject to
 the prior written  consent of Rabobank  International.  unless  parties to this
 Agreement have  explicitly  agreed upon otherwise If the Facility is terminated
 pursuant to  paragraph 2, 3 or 4 of this  Article,  any and all amounts owed by
 the  Borrowers on account of or in connection  with this Facility  Agreement in
 terms of principal.  interest,  extra interest,  fees,  damages and costs shall
 become ' immediately due and payable in full,  without any notice of default or
 court  intervention being required If any event of default occurs as defined in
 paragraphs  2, 3 and 4 of  this  Article.  the  Borrowers  shall  be  under  an
 obligation to immediately  repay the outstanding debit balance and the Advances
 withdrawn,  as well as accrued  interest,  extra interest,  fees and costs and.
 with regard to the Advances  extended,  and with regard to Advances  extended a
 charge for any funded losses incurred by Rabobank International

 ARTICLE 13 CHANGES IN THE CONDUCT OF BUSINESS

 1. The Borrowers undertake to submit to Rabobank  International -as far as this
 information does not appear from the so-called quarterly " 10-Q reports" and as
 far as the providing of such  information  does not conflict with  (government)
 regulations-  in advance any  intended  decision or intended  amendment  to the
 Articles of  Association  resulting  in a major  change in the conduct of their
 business or their financial  circumstances  and any intended  decision to merge
 with one or more third parties or take over one or more third parties

 2. If Rabobank International so request, the Borrowers shall not make the final
 decision  as referred to in  paragraph 1 of this  Article  until the parties to
 this Facility Agreement have considered about the possible conscqucnccs thereof
 for the  (re)payment  of the  outstanding  amount and  current  interest on the
 Facility

 3.  Following  an  intention  as  referred to in  paragraph 1 of this  Article,
     Rabobank International shall be entitled to stipulate reasonable conditions
     as security for the Borrowers'  compliance with the obligations  under this
     Facility  Agreement If the  Borrowers  do not agree with these  conditions.
     Rabobank   International  shall  be  entitled  to  terminate  the  Facility
     Agreement  forthwith,  without any notice of default or court  intervention
     being  required The  provisions set out in paragraphs 1, 4 and 5 of Article
     12 shall apply equally

 ARTICLE 14 FINANCIAL INFORMATION

 As long as the Borrowers  have any obligation to Rabobank  International  under
 this  Facility  Agreement  they  shall,  within  six  months of the end of each
 financial year, provide Rabobank International with their annual (consolidated)
 financial  statements for the past financial year, as audited by an independent
 auditor. Furthermore, the Borrowers shall be  under an obligation to provide on
 a quarterly basis,  within  45 days of the end of  each  quarter,  to  Rabobank
 International the so-called "l0-Q reports"

 ARTICLE 15 NEGATIVE PLEDGE

  1     The Borrowers hereby undertake vis-a-vis Rabobank  International that as
        long as the  Facility or any part  thereof  remains  outstanding  or any
        other  sum is  payable  under  this  Facility  Agreement.  it shall  not
        without the prior written consent of Rabobank International
     (a) create or permit to subsist  any  charge.  mortgage,  pledge,  security
interest  or any  other  right  of a third  party in  respect  of (i) any of its
present or future property, and/or (ii) any of its present or future other
assets.
     (b) sell,  barter or otherwise  alienate  (including.  without  limitation.
through any sale- and  Ieaseback  transaction.  factoring  agreements  and other
off-balance transaction ) any of its property or other assets, except for a sale
or  transfer  for full  value in the  normal  course  of  business  of assets as
mentioned  under (a)(ii);  guarantee or incur liability in any other way for the
obligations  and/or debts of third parties,  whether due or not due. absolute or
contingent
  2     As far as point  l(a) and (b)  concerns  an  exception  will be made for
        transactions, on a yearly basis, not exceeding the amount of USD 150.000
        (one hundred fifty thousand United States Dollars in total)
  3     The Borrowers undertake vis-a-vis Rabobank International to procure that
        none of its present or future  subsidiaries  or  companies  in which the
        Borrowers hold or will hold the majority of the shares.  will create any
        security  interest or incur liability as described in paragraph I hereof
        and that such  subsidiaries  or companies  shall accept the foregoing as
        their own obligation  Secured debts which already existed at the time of
        acquisition  of  such  a  subsidiary   will  be  respected  by  Rabobank
        International
  4     In the event that the Borrowers will,  after having obtained the written
        consent of Rabobank  International thereto, grant a security interest to
        other creditors for any present and/or future obligations, the Borrowers
        shall  at  the  same  time  grant  a  security   interest   to  Rabobank
        International for all present and/or future indebtedness and obligations
        of the  Borrower  to  Rabobank  International,  whether  for  principal,
        interest  or  otherwise.  which  security  interest  shall rank at least
        equally with the security  interests granted to such other creditors and
        which shall  provide  for at least the same  coverage as granted to such
        other creditors

 ARTICLE 16 ACCESSION

  1.      Rabobank International hereby agrees in advance that:
           (a)     one or more jointly and severally liable borrowers may accede
                   to  this   Facility   Agreement  and  accept  its  teams  and
                   conditions,  provided that an acceding borrower is designated
                   by  Inbrand  Europe  as  one  of  its   subsidiaries  and  is
                   considered to be acceptable by Rabobank International;
  
 The  undersigned,   under  IIb  up  to  and  including  IIe,  hereby  grant  an
 unconditional and irrevocable  power of attorney to Inbrand Europe,  who hereby
 accepts this power of attorney,  to accept (also on their behalf) the accession
 to the Facility  Agreement of one or more other  jointly and  severally  liable
 borrowers.

 ARTICLE 17 CHANGE OF CIRCUMSTANCES

1. If any  instructions or regulations  issued by the  governmental  authorities
 and/or  De  Nederlandsche  Bank  N.V.  have  a  cost-increasing  impact  on the
 obligations   of   Rabobank   International   under  the   Facility,   Rabobank
 International  shall notify the  Borrowers as soon as possible.  The  Borrowers
 shall pay such additional costs at first request of Rabobank  International and
 be  entitled  to repay  the  outstanding  amount  of the  Facility  subject  to
 compensation  for the  losses  of  Rabobank  International.  If in  such  event
 Rabobank  International  is looking for adjusting  the Facility.  the Borrowers
 have the right to terminate  this  Facility  Agreement  after a period of three
 months, during which period the Facility will be unchanged.  At the end of this
 period all outstandings shall be repaid in conformity with Article 12 clause 1.

 2.  If the  Borrowers  are required by law to deduct or withhold an amount from
     any payment under this Facility Agreement, the Borrowers shall pay Rabobank
     International  such an additional amount that Rabobank  International  will
     receive the same amount as they would have  received  without the deduction
     or withholding.

ARTICLE 18 COMMUNICATIONS

 Unless specifically provided otherwise, all notices and communications relating
 to this Facility Agreement shall be made to the addresses listed below:

 To Rabobank International:
 Coopcratieve Centrale Raiffcisen-Bocrcnlccnbank B.A.
 P. O. Box 1 71 00
 3500 HG Utrccht

 To the Borrowers:
 Inbrand Europe B.V.
 P.O. Box 272
 5050 AG Goirle

 ARTICLE 19 MISCELLANEOUS

     1. Rabobank  International may set other interest  calculation  methods if,
for instance, the present methods cease to be available.

     2. For the  purpose  of this  Facility  Agreement.  Rabobank  International
elects as her domicile the office at Croeselaan] 18, Utrecht,  and the Borrowers
elect as their domicile the office at Nieuwkerksedijk 14, Goirle.

     3.The Borrowers  represent that they are subsidiaries of Inbrand Europe and
that each of them has an economic interest in the availability of the Facility.

     4. This  Facility  Agreement and its  performance  shall be governed by the
laws of the Netherlands.

     5. Any dispute  between  the parties  concerning  the  performance  of this
Facility   Agreement  shall  be  brought  before  the  competent  court  in  the
Netherlands,  without  prejudice to the right of Rabobank  International to take
legal action in any other jurisdiction.

     6. The Borrowers  represent that the conclusion of this Facility  Agreement
shall not constitute a violation of any other obligation entered into by them.

     7.Any  amendment to this  Facility  Agreement  shall be made in writing and
with the parties' mutual consent.

     8.The  Borrowers  shall not be  entitled to assign or pledge  their  rights
under this Facility Agreement to any third party.

     9.The  invalidity of any clause  included in this Facility  Agreement shall
not render the entire Facility Agreement void.

     10. Any failure by either party to exercise  any right under this  Facility
Agreement shall not be construed as a waiver or forfeiture of such a right.

     11.  Rabobank  International  may  invoke  the  provisions  set out in this
Facility  Agreement  as long as they have or may  obtain any claim  against  the
Borrowers under this Facility Agreement.

     12.Without prejudice to the provisions set out above. the "Borrowers" shall
also be  understood  to mean the jointly and severally  liable  borrowers,  both
individually and collectively.  who have joined this Facility Agreement pursuant
to Article 16.

     13.Unless the parties have  expressly  provided  otherwise in this Facility
Agreement.  the offering letter of October 17. 1996, reference PDB/o961744, as
accepted by the Borrowers with regard to this Facility Agreement, shall apply in
full to this Facility Agreement.

     14. Unless the parties have  expressly  provided  otherwise,  this Facility
Agreement shall also be governed by the General Terms and Conditions  applicable
to transactions between Cooperatieve Centrale  Raiffeisen-Boerenieenbank B.A. or
its   member    banks   and   the    customers    of    Cooperatieve    Centrals
Raiffeisen-Boerenieenbank  B.A..  as filed with the  Registry  of the  Amsterdam
District  Court.  The  Borrowers  declare that they have received a copy of said
General  Terms and  Conditions  and have taken due note of the contents  thereof
(Schedule D)



<PAGE>



 Executed in twofold at Utrccht dated January 16. 1997.

I.    COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

II.a. INBRAND EUROPE B.V.

II.b. INBRAND BENELUX B.V.

II.c. COMFORTA HEALTHCARE LTD

II.d. INBRAND FRANCE S.A.

II.e. INBRAND ESPANA SL



<PAGE>



                                 SCHEDULE A

                             ACCESSION AGREEMENT

 THE UNDERSIGNED:

  I.      C'OOPERATIEVE CENTRALE RAIFFEISEN-CENTRALE BOERENL.EENBANK B.A
          established at Amsterdam and also maintaining a business office
          in Utrccht,hcrcinaftcr referred to as: Rabobank International;
  II.     INBRAND EUROPE B.V.,
          established at Goirle,
          hereinafter referred to as: Inbrand Europe;
  III.     *, established at *, hereinafter referred to as:
          Co-Borrower,

 WHEREAS:

     Rabobank   International   and   Inbrand   Europe  and  its   subsidiaries,
(hereinafter  jointly as well as severally  referred to as: the Borrowers)  have
entered into a Facility  Agreement dated January 16, 1997 (hereinafter  referred
to as:  Facility  Agreement)  relating to a facility  in the  maximum  aggregate
amount of USD  15,000,000--  (fifteen  million  United  States  Dollars)  or the
corresponding  value  in  Alternative  Currency  (hereinafter  referred  to  as:
Facility);

     pursuant to Article 16 of the Facility Agreement one or more Co-Borrower(s)
man enter into the Facility Agreement;

     the  Co-Borrower  is a  subsidiary  of Inbrand  Europe and has an  economic
interest to enter into the Facility Agreement;

 HAVE AGREED AS FOLLOWS:

 1. The Co-Borrower hereby enters into the Facility  Agreement.  a copy of which
 has been  attached to this  Accession  Agreement,  and herewith  undertakes  to
 comply with its terms and  conditions and accepts the benefit of such terms and
 conditions.

 2.  Rabobank  International  has  opened a current  account  in the name of the
 Co-Borrower in its administration  under number * which current account will
 be subject to the Facility.

 3. The Co-Borrower herewith grants to Rabobank International without limitation
 any and all rights and powers vested on Rabobank  International as mentioned in
 the Facility Agreement.

 4. The Joint and several liability of the Co-Borrower as mentioned in Article 8
 of the  Facility  Agreement  will serve,  among  others,  as a security for any
 present  and  future  claims  under  the  Facility   Agreement  which  Rabobank
 International may now or in the future have on any of the Borrower,  which have
 already  entered into the  Facility  Agreement of which may in the future enter
 into the Facility Agreement.

 5.  The Co-Borrower herewith and irrevocably  authorizes Inbrand Europe to
 accept  other  co-borrowers  on its behalf as a party to the  Facility
 Agreement.

 6. Inbrand  Europe  confirms  that the  Co-Borrower  is a subsidiary of Inbrand
 Europe, and herewith  unconditionally and irrevocably accepts on its own behalf
 as well as on behalf of the Borrowers the accession of the  Co-Borrower  to the
 Facility Agreement as one of the jointly and severally liable Borrowers and the
 rights and obligations arising from aforesaid accession.

 7. Rabobank International herewith  unconditionally and irrevocably accepts the
 accession of the  Co-Borrower  to the Facility  Agreement as one of the Jointly
 and  severally  liable  Borrowers and the rights and  obligations  arising from
 aforesaid accession.

 8.  Unless  the  parties  have  expressly  provided  otherwise.  this  Facility
 Agreement shall also be governed by the General Terms and Conditions applicable
 to transactions between Coopcraticvc Ccntralc Raiffciscn-Bocrcniccnbank B.A. or
 its   member    banks   and   the    customers   of    Coopcraticvc    Ccntralc
 Raiffciscn-Bocrcniccnbank  B.A.,  as fiend with the  Registry of the  Amsterdam
 District Court.  The Co-Borrower  herewith  declares to have received a copy of
 these  General  Conditions  and to have  taken  due  notice  of  these  General
 Conditions.

 Signed in threefold at * on *

 Rabobank International:
 I. COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
 Inbrand Europe:
 II. INBRAND EUROPE B.V.
 Co-Borrower
 III. *
                           SCHEDULE NOT TO BE SIGNED


<PAGE>



                              SCHEDULE B

 For purposes of  determining  the LIBOR margin and the commitment fee the ratio
 of Funded Debt to EBITDA based in the second  preceding  quarterly period (e.g.
 the LIBOR margin for the 3rd quarter  shall be  determined  based on the Funded
 Debt to EBITDA ratio as of the end of the 1st quarter)  consolidated  financial
 statements  of Inbrand  Corporation  shall be used  according to the  following
 table:

 Funded Debt to EBITDA            Margin LIBOR (p.a.)      Commitment Fee (p.a.)
 < 1.50                                  0.50%                    0.250%
 1.50 - < 2.0                            0.75%                    0.300%
 2.00 - < 2.25                           1.00%                    0.300%
 2.25 - < 2.50                           1.25%                    0.300%
 2.50 - < 3.00                           1.50%                    0.425%
 3.00 - < 3.25                           1.75%                    0.425%
 3.25 - > 3.25                           2.00%                    0.425%




<PAGE>



                               SCHEDULE C

                             Financial covenants

 Computed at least  quarterly and based on financial  statements  and compliance
 certificates  provided  by the  Borrowers  and the  Guarantor  and  using  GAAP
 definitions.


                                     Fiscal Quarter and Year Ending
                                1996      1997      1998       1999 and later
  Minimum current ratio         1.25      1.25      1.25           1.25
  Minimum adjusted tangible
  not worth (millions)          $ 30      $ 35      $ 40           $ 45
  Maximum debt to adjusted
  tangible net worth            2.50      2.50      2.25           2.25
  Minimum fixed charge
  coverage ratio*               1.50      1.50      1.50           1.50
  Maximum annual capital
  expenditures (millions)       $ 27      $ 27      $ 30           $ 30
  Maximum funded debt/
  EBITDA                         3.0       3.0       3.0            3.0
 * (calculation: (net income + interest expense + lease expense + depreciation +
                  amortization)/ (current maturities funded debt + interest 
                  expense + lease expense)
<PAGE>
                         GUARANTY

 THIS GUARANTY AGREEMENT is made January 16, 1997 by and between

     I. INBRAND  CORPORATION,  organized under the laws of the state of Georgia,
     the United States, hereinafter referred to as: the "Guarantor"

 and

     II . COOPERATIEVE  CENTRAEE  RAlFFEISEN-BOERENLEEN  BANK B.A.  incorporated
     under the laws of the Netherlands with its registered  office at Amsterdam,
     The Netherlands, hereinafter referred to as: "Rabobank International"

 WHEREAS

 Rabobank  International  will grant to INBRAND  EUROPE  B.V.  and its  European
 subsidiaries,  hereinafter Jointly and severally referred to as: "Borrowers", a
 facility  up to a  maximum  aggregate  principal  amount  of US $  15,000,000--
 (fifteen  million United States Dollars) or its  corresponding  value in freely
 convertible  other  currency  subject  to  availability   thereof  to  Rabobank
 international,  such currency hereinafter referred to as:"Alternative Currency"
  , subject to the terms and  conditions as set forth in the Facility  Agreement
 dated as of January 16, 1997, as amended,  varied,  novated and/or supplemented
 from time to time, hereinafter referred to as "Agreement".

 It is a condition  precedent for the  availability  of the  Agreement  that the
 Guarantor has issued an  unconditional  and  irrevocable  guaranty in favour of
 Rabobank International guaranteeing the indebtedness of the Borrowers due under
 the Agreement,  such guaranty under the respective  terms and conditions as set
 forth below and hereinafter referred to as the "Guaranty".

 HAVE AGREED AS FOLLOWS:

 ARTICLE 1

 The Guarantor hereby unconditionally and irrevocably guarantees and promises to
 pay to Rabobank  International  on first  demand and without  further  proof of
 indebtedness   by  Rabobank   International,   in  the  same  currency  as  the
 indebtedness,  any and all  indebtedness  of the Borrowers under the respective
 terms  and  conditions  of the  Agreement.  The  amount  thus to be paid by the
 Guarantor to be increased with statutory interest ("wettelijke rente ') at that
 time  applicable,  as  from  the  date  of  payment  of the  same  by  Rabobank
 International  until  the  date of  payment  by the  Guarantor.  The  Guarantor
 declares to have taken due notice of the  Agreement and to accept the terms and
 conditions  thereof  The  word  "indebtedness"  is  used  herein  in  its  most
 comprehensive  sense and includes,  without  limitation,  any and all advances,
 interest,  costs or other charges,  debts,  obligations  and liabilities of the
 Borrowers,  heretofore,  now, or hereafter made,  direct,  incurred or created,
 whether  voluntary or involuntary and however arising,  whether due or not due,
 absolute or contingent, liquidated or unliquidated, determined or undetermined,
 and whether  recovery upon such  indebtedness may be or hereafter become barred
 by any statute of limitations, or whether such indebtedness may be or hereafter
 become otherwise unenforceable.

 ARTICLE 2

  I.    The liability of the Guarantor  under this Guaranty  shall not exceed at
        any time the sum of US $  15,000,000--  (fifteen  million  United States
        Dollars), for principal to be increased with all interest,  fees, costs,
        expenses  upon the  indebtedness  or upon such part of  principal of the
        indebtedness as shall not exceed the foregoing limitation.

  2.    Notwithstanding  the foregoing,  Rabobank  International  may permit the
        indebtedness of the Borrowers to exceed Guarantor's liability. This is a
        continuing  guaranty relating to any indebtedness under the Agreement in
        accordance  with its  respective  terms and  conditions,  including that
        arising under  successive  transactions  which shall either continue the
        indebtedness or from time to time renew it after it has been satisfied.

 ARTICLE 3

 The  obligations  hereunder arc independent of the obligations of the Borrowers
 and a separate  action or actions  may be brought  and  prosecuted  against the
 Guarantor  whether  action is brought  against  the  Borrowers  or whether  the
 Borrowers  be  joined in any such  action or  actions  provided  that  Rabobank
 International has sent prior to the claim of Rabobank  International  under the
 Guaranty  a  written  notice  to the  Borrowers  that an event of  default  has
 occurred in respect of the Agreement.

 ARTICLE 4

 1.    The Guarantor hereby waives with respect to the  indebtedness  under the
     Agreement:  a. the privileges of excussion and apportionment as well as any
     rights and  privileges it may have  generally and all other rights,  pleas,
     privileges  and  benefits  of any  statute  of  limitations  affecting  its
     liability  hereunder or the  enforcement  thereof;  b. the benefit of order
     established by law or otherwise in any applicable jurisdiction.

 2.       The Guarantor waives any right to require Rabobank International to
           a. proceed against the Borrowers,
           b. proceed against or exhaust any security held from the Borrowers;
           c. pursue any other remedy in Rabobank International's power 
              whatsoever.

 3.    The Guarantor  waives any defense arising by reason of any disability or
        other defense of the  Borrowers or by reason of the  cessation  from any
        cause whatsoever of the liability of the Borrowers (other than by reason
        of payment).

        As long as any indebtedness exists, the Guarantor shall not exercise any
        right of  subrogation  it may have,  and waives any right to enforce any
        remedy  which  Rabobank  International  now  has or may  hereafter  have
        against  the  Borrowers,  and  waives any  benefit  of, and any right to
        participate   in  any  security  now  or  hereafter   held  by  Rabobank
        International.

 4.    The Guarantor agrees that its obligations hereunder shall be binding and
        remain in force and effect, irrespective of the validity, regularity and
        enforceability  of the  Agreement,  the absence of any action to enforce
        the same,  the  recovery of any  judgment  against the  Borrowers or any
        action  to  enforce  the  same,  or any other  circumstance  that  might
        otherwise  constitute  a legal or  equitable  discharge  or  defense  to
        Guarantor, as long as any indebtedness exists, now and in the future.

 ARTICLE 5

 The Guarantor authorizes Rabobank  International,  without notice or demand and
 without affecting its liability hereunder,  but only with prior written consent
 of the Borrowers, from time to time to

 (i).   amend the terms and  conditions of the  Agreement,  more specially - but
        not limited to - to renew, compromise,  extend,  accelerate or otherwise
        change the time of payment of the  indebtedness,  including  increase or
        decrease of the rate of the interest thereon;
 (ii).  take and hold security for the payment of the indebtedness guaranteed 
        and exchange,  conform. waive and release any such security,

 (iii). apply such  security and direct the order or manner of sale thereof
        as Rabobank International in its discretion may determine.


 ARTICLE 6

 All payments made hereunder shall be made free without set-off,  and clear off,
 and without deduction for or on account of any present or future stamp or other
 taxes, levies,  imposts,  duties,  charges, fees, deductions or withholdings of
 any nature now or  hereafter  applicable.  In the event that the  Guarantor  is
 prohibited  by  law or  otherwise  from  making  such  payments  free  of  such
 deductions or withholdings,  the Guarantor shall pay such additional amounts to
 Rabobank  International  as may be  necessary  in order that the actual  amount
 received by Rabobank  International  after all deductions or withholdings  (and
 after  payment of such  additional  amounts)  shall equal the amount that would
 have been  received by Rabobank  International  if no deduction or  withholding
 were required.

 ARTICLE 7

 The Guarantor represents and warrants that:

 (i). It is a corporation  duly organized and validly existing under the laws of
 the state of  Georgia,  the  United  States of  America  and has full power and
 authority to enter into,  execute and deliver this  Guaranty and to perform its
 obligations  hereunder.  The  issuance of this  Guaranty by the  Guarantor  and
 performance of its  obligations  hereunder have been  authorized by appropriate
 corporate action.  The execution,  delivery and performance of this Guaranty do
 not and will not violate or contravene  any provision of law, will not conflict
 with the articles of incorporation or by-laws or other corporate documents,  if
 any, of the  Guarantor  and do not and will not conflict  with or result in the
 breach of any  provision of any  agreement to which the Guarantor or any of its
 subsidiaries is a party.

 (ii). Its  obligations  hereunder  constitute  direct and general  obligations,
 legally valid and binding and  enforceable  against the Guarantor  according to
 its terms  which,  now and at any time in the future,  shall at least rank pari
 passu in priority of payment and in all other respects with all other unsecured
 and  unsubordinated  indebtedness of the Guarantor,  present and future,  other
 than  statutorily  preferred  obligations.  Guarantor shall at all times comply
 with and maintain the financial covenants as specified in the attached Schedule
 A. The aforesaid  covenants  shall be determined on a  consolidated  basis with
 respect to the Guarantor.

 ARTICLE 8

 As long as this Guaranty shall be in force and effect the Guarantor shall:

 (i).  maintain an  accounting  system in  accordance  with  generally  accepted
 accounting principles in the United States of America consistently applied, and
 shall  cause each of its  subsidiaries  to  maintain  an  accounting  system in
 accordance with generally accepted accounting principles in the jurisdiction in
 which such  subsidiary's  principal place of business in located,  consistently
 applied.

 (ii).  as soon as  available,  but not later than 180 (one  hundred and eighty)
 days after the end of each fiscal year deliver to Rabobank International copies
 of its annual consolidated  financial  statements,  audited and certified by an
 independent  accountant.  Furthermore,  the Guarantor  shall  provide  Rabobank
 International   with  such   other   financial   information   which   Rabobank
 International may reasonably request from time to time.


 ARTICLE 9

 This Guaranty shall remain in force and not be discharged until all amounts due
 under the  and/or  this  Guaranty  have been  paid in full in  accordance  with
 respective  terms and conditions  thereof.  This Guaranty shall  immediately he
 enforceable  if any  representation  or warranty made in this Guaranty shall at
 any time prove to be incorrect in any material respect.

 ARTICLE 10

 Vis-a-vis the Guarantor the records of Rabobank  International shall constitute
 prima  facie  evidence  of any claim  under  this  Guaranty  in  respect of the
 Agreement, such claim in accordance with their respective terms and conditions,
 unless the Guarantor can prove to the contrary.

 ARTICLE 11

 Without prejudice to the other terms and conditions  contained herein or in the
 Agreement,  the Guarantor  acknowledges and agrees that if any event of default
 occurs as set forth in the Agreement, the Agreement will immediately become due
 and payable and this  Guaranty  becomes  enforceable  forthwith.  The Guarantor
 shall  promptly  give notice of the  occurrence  of any event of default or any
 event  that,  with the giving  notice or the  passing of time,  or both,  would
 constitute such event of default.

 ARTICLE 12

 All notices, requests, demands or other communications required or permitted to
 be given to either party hereto shall be deemed sufficiently given if addressed
 in case of the Guarantor to:

 Inbrand Corporation
 1169 Canton Road Marietta, Georgia 30066/U.S.A.

 and in case of Rabobank International to

 Cooperatieve Centrale Raiffeisen-Bocrcnleenbank B.A.
 P.O. Box 17100
 3500 HO Utrecht/Thc Netherlands

 or to such other  addresses  as may from time to time be notified in writing by
 either party to the other.

 ARTICLE 13

 In respect of this Guaranty and its implementation,  the Guarantor  irrevocably
 waives any claim it may now or at any time have to  immunity  of any kind as to
 court or arbitration proceedings and the enforcement of any awards,  sentences,
 judgements,  inductions,  decrees  or  court  orders  legally  given or made in
 connection with such proceedings.

 ARTICLE 14

 Rabobank  International  shall have the right to set-off or to apply amounts on
 deposit or account with it or any of its affiliates in reduction of amounts due
 hereunder, regardless of the currency of such amounts.


 ARTICLE 15

 The Guarantor shall reimburse  Rabobank  International  on demand for all costs
 and expenses (including legal fees) incurred in connection with or arising from
 negotiation, preparation, execution and enforcement of this Guaranty.

 ARTICLE 16

 This Guaranty and the interpretation thereof shall be governed by and construed
 in accordance with the laws of the Netherlands.

 ARTICLE 17

 Any suit,  action or  proceeding  against the  Guarantor  with  respect to this
 Guaranty may be brought in the competent courts of Amsterdam,  the Netherlands,
 or such other competent courts as Rabobank International in its sole discretion
 may decide and Guarantor  hereby submits to the  non-exclusive  jurisdiction of
 such courts for the purpose of any suit, action or proceeding.

 ARTICLE 18

 For the purpose of this Guaranty,  also in respect of juridical execution,  the
 parties hereto choose domicile,  as far as Rabobank  International is concerned
 at Utrecht, 18 Crocsclaan, the Netherlands and as far as Guarantor is concerned
 at 1169 Canton Road, Marietta, GA 30066,/United States of America.

 IN WITNESS  WHEREOF the parties  hereto,  acting through their duly  authorized
 representatives, have executed this Guaranty in two originals.

 I.     COOPERATIEVE CENTRALE RAIFFETSEN-BOERENLEENBANK B.A.

 II.    INBRAND CORPORATION


<PAGE>


                                   SCHEDULE A

Financial covenants
 Computed at least  quarterly and based on financial  statements  and compliance
 certificates  provided  by the  Borrowers  and the  Guarantor  and  using  GAAP
 definitions.

                                      Fiscal Quarter and Year Ending
                                1996       1997         1998      1999 and later
  Minimum current ratio         1.25       1.25         1.25             1.25
  Minimum adjusted tangible
  not worth (millions)          $ 30       $ 35         $ 40             $ 45
  Maximum debt to adjusted
  tangible net worth            2.50       2.50         2.25             2.25
  Minimum fixed charge
  coverage ratio*               1.50       1.50         1.50             1.50
  Maximum annual capital
  expenditures (millions)       $ 27       $ 27         $ 30             $ 30
  Maximum funded debt/
  EBITDA                         3.0        3.0          3.0              3.0

 *  Calculation: (net income + interest expense + lease expense +
     depreciation + amortization)/ (current maturities funded debt
     + interest expense + lease expense)