<PAGE>                                             EXECUTION COPY


                         AMENDMENT NO. 3
                               TO
                      AMENDED AND RESTATED
                        CREDIT AGREEMENT


          This Amendment No. 3 to Amended and Restated Credit
Agreement (this "Amendment"), made as of the 8th day of January,
1997, between AMERICAN SEAWAY FOODS, INC. (formerly known as
Heritage Wholesalers, Inc.), an Ohio corporation (herein the
"Borrower"), the Banks (as hereinafter defined) and KEYBANK
NATIONAL ASSOCIATION (as successor by merger to Society National
Bank), as agent for the Banks (in such capacity, the "Agent"),

                           WITNESSETH:

          WHEREAS, the Borrower has been extended certain financial
accommodations pursuant to that certain Amended and Restated Credit
Agreement, dated as of May 27, 1993, as amended pursuant to (i)
that certain Amendment No. 1 to Amended and Restated Credit
Agreement, dated as of October 6, 1994 (the "First Amendment"), and
(ii) that certain Amendment No. 2 to Amended and Restated Credit
Agreement, dated as of April 28, 1995 (the "Second Amendment"), (as
so amended, the "Credit Agreement"), among the Borrower, the
financial institutions which are a party thereto (the "Banks") and
the Agent;

          WHEREAS, the Borrower, the Banks and the Agent desire to
amend the Credit Agreement as set forth herein; and

          WHEREAS, the Banks which are the signatories hereto
constitute all of the Banks for the purposes of amending the Credit
Agreement pursuant to Section 8.21 thereof.

          NOW THEREFORE, in consideration of the mutual promises
and agreements contained herein and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the Borrower, the Banks and the Agent do hereby agree
as follows:

                   SECTION 1.  DEFINED TERMS.

          Each defined term used herein and not otherwise defined
herein shall have the meaning ascribed to such term in the Credit
Agreement.

         SECTION 2.  AMENDMENTS TO THE CREDIT AGREEMENT.

          The Borrower, the Banks and the Agent hereby agree that
the Credit Agreement shall be amended, effective as of the date
hereof and subject to the terms and conditions hereof, as follows:<PAGE>
<PAGE>

          2.1  Amendment to Introductory Paragraph.  The
introductory paragraph shall be amended by deleting the phrase in
parentheses "(formerly known as Heritage Wholesalers, Inc.)" and
replacing it with "(formerly known as Heritage Wholesalers, Inc.
and successor by merger to Seaway Food Service, Inc.)".

          2.2  Amendment to Section 1.01.  The following
definitions found in Section 1.01 shall each be amended in its
entirety to read as follows:

          "Borrowing" means a Revolving Credit Borrowing.

          "Business Day" means: (i) a day of the year on which
     banks are not required or authorized to close in Cleveland,
     Ohio and (ii) if the applicable Business Day relates to LIBOR
     Rate Loans, a day of the year which is a Business Day
     described in clause (i) above and which is also a day on which
     dealings in Dollar deposits are carried on in the London
     interbank market and banks are open for business in London.

          "Consolidated Financial Covenants" means those financial
     covenants of Riser and its Subsidiaries as determined on a
     consolidated basis and set forth in Sections 7(k), 7(l) and
     7(m) of the Riser Guaranty.
 
          "Eurocurrency Reserve Percentage" means, for any Interest
     Period in respect of any LIBOR Rate Loan, as of any date of
     determination, the aggregate of the then stated maximum
     reserve percentages (including any marginal, special,
     emergency or supplemental reserves), expressed as a decimal,
     applicable to such Interest Period (if more than one such
     percentage is applicable, the daily average of such
     percentages for those days in such Interest Period during
     which any such percentage shall be so applicable) by the Board
     of Governors of the Federal Reserve System, any successor
     thereto, or any other banking authority, domestic or foreign,
     to which the Agent or any Bank may be subject in respect to
     eurocurrency funding (currently referred to as "Eurocurrency
     Liabilities" in Regulation D of the Federal Reserve Board) or
     in respect of any other category of liabilities including
     deposits by reference to which the interest rate on LIBOR Rate
     Loans is determined or any category of extension of credit or
     other assets that include the LIBOR Rate Loans.  For purposes
     hereof, such reserve requirements shall include, without
     limitation, those imposed under Regulation D of the Federal
     Reserve Board and the LIBOR Rate Loans shall be deemed to
     constitute Eurocurrency Liabilities subject to such reserve
     requirements without benefit of credits for proration,
     exceptions or offsets which may be available from time to time
     to any Bank under said Regulation D.
<PAGE>
<PAGE>
          "Federal Funds Rate" means, for any day, the rate per
     annum (rounded upwards, if necessary, to the nearest one
     hundredth of one percent (1/100th of 1%) equal to the weighted
     average of the rates on overnight Federal funds transactions
     with members of the Federal Reserve System arranged by Federal
     funds brokers on such day, as published by the Federal Reserve
     Bank of New York on the Business Day next succeeding such day,
     provided that: (a) if the day for which such rate is to be
     determined is not a Business Day, the Federal Funds Rate for
     such day shall be such a rate on such transactions on the
     immediately preceding Business Day as so published on the next
     succeeding Business Day and (b) if such rate is not so
     published for any Business Day, the Federal Funds Rate for
     such Business Day shall be the average of quotations for such
     day on such transactions received by KeyBank from three
     Federal funds brokers of recognized standing selected by
     KeyBank as determined by KeyBank and reported to the Agent.

          "Interest Period" means, for each of the LIBOR Rate Loans
     comprising a Borrowing, the period commencing on the date of
     such Loans or the date of the Rate Conversion or Rate
     Continuation of any Loans into such Loans and ending on the
     numerically corresponding day of the period selected by the
     Borrower pursuant to the provisions hereof and each subsequent
     period commencing on the last day of the immediately preceding
     Interest Period in respect of such Loans and ending on the
     last day of the period selected by the Borrower pursuant to
     the provisions hereof.  The duration of each such Interest
     Period shall be one, two, three or six months, in each case as
     the Borrower may select, upon delivery to the Agent of a
     Notice of Borrowing therefor in accordance with Section
     2.02(a) hereof; provided, however, that:

               (a)  Interest Periods for LIBOR Rate Loans
                    comprising part of the same Borrowing shall be
                    of the same duration;

               (b)  with respect to LIBOR Rate Loans comprising
                    any Borrowings, no Interest Period may end on
                    a date later than the Termination Date;

               (c)  whenever the last day of any Interest Period
                    would otherwise occur on a day other than a
                    Business Day, the last day of such Interest
                    Period shall be extended to occur on the next
                    succeeding Business Day; provided, however,
                    that if such extension would cause the last
                    day of such Interest Period to occur in the
                    next following calendar month, the last day of
                    such Interest Period shall occur on the
                    immediately preceding Business Day; and

               (d)  if the Interest Period commences on a Business<PAGE>
<PAGE>
                    Day for which there is no numerical equivalent
                    in the calendar month in which the Interest
                    Period is to end, such Interest Period shall
                    end on the last Business Day of that calendar
                    month.

          "KeyBank" means KeyBank National Association, its
     successors and assigns, in its capacity as a Bank.

          "Loans"  means, collectively, all loans and advances
     provided for in Article II hereof, including, without
     limitation, the Revolving Credit Advances consisting of LIBOR
     Rate Loans, Prime Rate Loans and the Swingline Loans.

          "LIBOR Rate" means, for any Interest Period with respect
     to a LIBOR Rate Borrowing, the quotient (rounded upwards, if
     necessary, to the nearest one sixteenth of one percent (1/16th
     of 1%) of: (x) the per annum rate of interest, determined by
     the Agent in accordance with its usual procedures (which
     determination shall be conclusive absent manifest error) as of
     approximately 11:00 a.m. (London time) two Business Days prior
     to the beginning of such Interest Period pertaining to such
     LIBOR Rate Loan,  appearing on Page 3750 of the Telerate
     Service (or any successor or substitute page of such Service,
     or any successor to or substitute for such Service providing
     rate quotations comparable to those currently provided on such
     page of such Service, as determined by the Agent from time to
     time for purposes of providing quotations of interest rates
     applicable to Dollar deposits in the London interbank market)
     as the rate in the London interbank market for Dollar deposits
     in immediately available funds with a maturity comparable to
     such Interest Period divided by (y) a number equal to 1.00
     minus the Eurocurrency Reserve Percentage.  In the event that
     such rate quotation is not available for any reason, then the
     rate (for purposes of clause (x) hereof) shall be the rate,
     determined by the Agent as of approximately 11:00 a.m. (London
     time) two Business Days prior to the beginning of such
     Interest Period pertaining to such LIBOR Rate Loan, to be the
     average (rounded upwards, if necessary, to the nearest one
     sixteenth of one percent (1/16th of 1%) of the per annum rates
     at which Dollar deposits in immediately available funds in an
     amount comparable to KeyBank's Pro Rata Share of such LIBOR
     Borrowing and with a maturity comparable to such Interest
     Period are offered to prime banks by leading banks in the
     London interbank market.  The London Interbank Offered Rate
     shall be adjusted automatically on and as of the effective
     date of any change in the Eurocurrency Reserve Percentage.

          "Note" means any Revolving Credit Note or the Swingline
     Note.

          "Permitted Liens" means (i) Existing Liens; (ii) Liens
     for taxes not yet payable or Liens for taxes, assessments or<PAGE>
<PAGE>
     governmental charges or levies to the extent not required to
     be paid by the Borrower or any of its Subsidiaries under
     Section 5.01(g) hereof; (iii) Liens in favor of the Banks;
     (iv) Liens upon Equipment granted in connection with the
     acquisition of such Equipment by the Borrower after the date
     hereof (including, without limitation, pursuant to capital
     leases); (v) reservations, exceptions, encroachments,
     easements, rights of way, covenants, conditions, restrictions,
     leases and other similar title exceptions or encumbrances
     affecting Borrower's or any Subsidiary's real property;
     provided, however, such Liens described in (v) hereof shall be
     permitted only so long as they do not in the aggregate
     materially detract from the value of said properties or
     materially interfere with their use in the ordinary conduct of
     the Borrower's or any Subsidiary's business; (vi) pledges or
     deposits under worker's compensation, unemployment insurance,
     social security and other similar laws; (vii) liens relating
     to statutory obligations with respect to surety and appeal
     bonds, performance bonds and other obligations of a like
     nature incurred in the ordinary course of business; (viii)
     unperfected liens imposed by law against Borrower's or any
     Subsidiary's real property and equipment only, such as
     materialmen's, mechanic's, carrier's and repairmen's liens and
     other similar liens, arising in the ordinary course of
     business securing obligations which are not overdue for a
     period of more than thirty (30) days and (ix) Liens securing
     Indebtedness the aggregate outstanding amount of which at any
     time does not exceed an amount equal to fifteen percent (15%)
     of the net worth of the Borrower as shown in the then most
     recent consolidating financial statement delivered pursuant to
     Section 8 of the Riser Guaranty, as determined from time to
     time in accordance with generally accepted accounting
     principles; provided, however, no Lien in favor of the PBGC
     shall in any event be a "Permitted Lien"; provided, further,
     none of the liens, security interests or other encumbrances
     listed in clauses (i) through (ix) above shall, in any event,
     constitute a "Permitted Lien" on and after the commencement in
     respect thereof of any enforcement, collection,  execution,
     levy or foreclosure proceeding, unless (a) any such
     enforcement, collection, execution, levy or foreclosure
     proceeding is with respect to Equipment having a fair market
     value of less than One Hundred Thousand Dollars ($100,000.00),
     (b) the dollar value of such claim giving rise to any such
     enforcement, collection, execution, levy or foreclosure
     proceeding is less than Fifty Thousand Dollars ($50,000.00)
     and (c) the aggregate amount of all such claims shall in no
     event exceed Two Hundred Fifty Thousand Dollars ($250,000.00).

          "Termination Date" means the date upon which the
     Revolving Credit Commitment of each of the Banks terminates
     which shall be October 31, 2001 or such earlier date pursuant
     to Article VI.<PAGE>
<PAGE>
          "Trustee" means Mellon Trust in its capacity as Trustee
     under the Indenture.

          2.3  Amendment to Section 1.01.  Section 1.01 shall be
amended to add the following definitions:  

          "Adjustment Date" has the meaning set forth in the
     definition of Applicable Margin.

          "Advantage" means any payment (whether made voluntarily
     or involuntarily, by offset of any deposit or other
     Indebtedness or otherwise) received by a Bank in respect of
     the Obligations if the payment results in any other Bank's
     having more than its Pro Rata Share of the Obligations in
     question.

          "Applicable Margin" means, at any time with respect to
     any Prime Rate Loan, LIBOR Rate Loan, any Letter of Credit
     commission and the Facility Fee, as the case may be, the
     percentages applicable to such Loans, commission or fee
     corresponding to the Consolidated Leverage Ratio set forth
     below (and determined as a function of the Consolidated
     Leverage Ratio for the Fiscal Quarter immediately preceding
     such time):
<TABLE>
<CAPTION>

       <S>
       Consolida   LIBOR    Prime                      Letter of
          ted      Rate     Rate        Facility         Credit
       Leverage    Loans    Loan          Fee         Commission
         Ratio       
  
       <C>         <C>     <C>          <C>             <C>
        > 40%       .75%    0.0%         .25%            .75%
        > 30%      .625%    0.0%         .25%           .625%
        > 20%       .45%    0.0%         .20%            .45%
        < 20%       .30%    0.0%         .15%            .30%
</TABLE>
     provided, however, that, the effectiveness of any change in
     the Applicable Margin shall be subject to the following:

               (i)  So long as no Default shall exist, the
                    Applicable Margin shall be adjusted as herein
                    specified as of the first Business Day (each
                    an "Adjustment Date") commencing after the
                    date the Agent shall have received financial
                    statements and certificates required by
                    Sections 8(ii) or 8(iii) of the Riser Guaranty
                    for the period ending as of the last day of
                    the Fiscal Quarter or Fiscal Year immediately
                    preceding such Adjustment Date;<PAGE>
<PAGE>

               (ii) Any such adjustment of the Applicable Margin
                    shall cease to be effective commencing on the
                    earlier of (x) the next Adjustment Date, (y)
                    the Business Day following the day on which
                    the financial statements are required to be
                    delivered under Section 8(ii) or 8(iii) of the
                    Riser Guaranty, as the case may be, and the
                    Guarantor shall have failed to deliver such
                    financial statements or (z) the date upon
                    which a Event of Default shall occur;

               (iii)     (x) if the Guarantor shall have failed to
                         deliver the required financial
                         statements, the Applicable Margin shall
                         be .75% and (y) if an Event of Default
                         shall occur, the interest rate shall be
                         the interest rate in effect pursuant to
                         Section 2.06(c).

          "Consolidated Leverage Ratio" has the meaning set forth
     in the Riser Guaranty.

          "Effective Date" means January 8, 1997.

          "LIBOR Rate Loan" means a Loan which bears interest at
     the LIBOR Rate plus the Applicable Margin.

          "Swingline Loans" means Loans made by KeyBank to the
     Borrower pursuant to Section 2.01(b) hereof.

          "Swingline Note" means the Note in the form of Exhibit A-
     1 hereto evidencing the Swingline Loans.

          "Swingline Maturity Date" means, with respect to any
     Swingline Loan, the earliest of thirty (30) days after the
     making of such Loan or the Termination Date.

          2.4  Amendment to Section 1.01.  Section 1.01 shall be
amended to delete the following definitions in their entirety:
"Borrowing Base Deficiency," "Building Acquisition Indebtedness,"
"Building Acquisition Liens," "Building No. 5 and the Cash-n-Carry
Building," "Cash Collateral Account," "Consolidated Net Operating
Cash Flow," "Cumulative Consolidated Net Operating Cash Flow,"
"Customer Note," "Eligible Collateral," "Eligible Inventory,"
"Eligible Receivables," "Fifth Third Indebtedness," "Fifth Third
Liens," "Financed Customer Assets," "Guaranty Collateral Account,"
"LIBOR Rate Margin," "Lockbox Account," "Lockbox Bank," "Lockbox
Account Letter," "PACA," "Principal Payment Date," "Prime Rate
Margin," "PSA," "Reference Bank," "Reserve Amount," "Revolving
Credit Availability," "Revolving Credit Net Excess Availability,"
"Seaway," "Seaway Agreement," "Special Note Availability,"
"Special Seaway Availability," "Term Borrowing," "Term Loan," "Term<PAGE>
<PAGE>
Loan Commitment," "Term Note" and "Wholesale Grocery Receivables."

     To the extent no otherwise deleted in the Amendment, all
references to such definitions in the Credit Agreement or any of
the Loan Documents shall be deleted.  

          2.5  Amendment to Credit Agreement.  Each reference to
"Society" in the Credit Agreement shall be amended to read
"KeyBank" as defined in Section 1.01.  Each reference to "Total
Commitment" in the Credit Agreement shall be amended to read
"Revolving Credit Commitment" as defined in Section 1.01.

          2.6  Amendment to Add Exhibits.  The Credit Agreement is
hereby amended to add Attachment 1 to this Amendment as new Exhibit
A-1 to the Credit Agreement (Swingline Note).

          2.7  Amendment to Section 2.01.  Section 2.01 shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:

          SECTION 2.01.  The Loans and the Letters of Credit. (a)
     Revolving Credit Advances. Upon the terms and conditions set
     forth in this Agreement, each Bank severally agrees to make,
     from time to time to and including the Termination Date,
     advances on a revolving credit basis (the "Revolving Credit
     Advances") to the Borrower, in an aggregate amount not to
     exceed at any time outstanding the amount of such Bank's
     Revolving Credit Commitment (as the same may be reduced from
     time to time pursuant to Section 2.01(f) hereof), minus such
     Bank's Pro Rata Share of the Letter of Credit Face Amount and
     such Bank's Pro Rata Share of the Swingline Loans.

          (b)  Swingline Loans.  Upon the terms and conditions set
     forth in this Agreement, KeyBank shall, upon the request of
     the Agent, and is irrevocably authorized by the Banks and the
     Borrower to, make Swingline Loans to the Borrower in an
     aggregate principal amount not to exceed Five Million Dollars
     ($5,000,000) outstanding at any time upon a Notice of
     Borrowing (as defined in Section 2.02(a) below) received by
     the Agent before 11:00 a.m. (Cleveland, Ohio time) on a
     Business Day; provided, however, that: (i) in no event may the
     outstanding aggregate amount of all Swingline Loans plus the
     outstanding aggregate amount of all Revolving Credit Advances
     plus the aggregate of the Letter of Credit Face Amount of all
     outstanding Letters of Credit exceed the aggregate Revolving
     Credit Commitments of the Banks as in effect from time to time
     and (ii) in no event may any Swingline Loan be made by KeyBank
     if an Event of Default shall have occurred which has not been
     waived by the Banks or shall thereupon occur.  Each Swingline
     Loan shall be in an aggregate amount of not less than Five
     Hundred Thousand Dollars ($500,000) or multiples thereof. 
     Swingline Loans shall bear interest at the rate quoted by
     KeyBank to the Borrower and payable on the Swingline Maturity<PAGE>
<PAGE>
     Date in respect of such Swingline Loan.  The Agent will make
     the Swingline Loan available to the Borrower and the Borrower
     will make the repayment of Swingline Loans, together with
     interest thereon, available to the Agent on or before the
     Swingline Maturity Date in accordance with the terms hereof.

               (i)  Funding by Banks. The Borrower shall reimburse
          KeyBank no later than the close of Business on the
          Swingline Maturity Date of any Swingline Loan, in an
          amount, in same-day funds, equal to the amount of such
          Swingline Loan.  Any amount not reimbursed by the
          Borrower in respect of Swingline Loan shall automatically
          be deemed to be a Revolving Credit Borrowing comprised of
          Prime Rate Loans as of the date the Agent shall give the
          Banks notice thereof.  Each Bank shall be deemed to have
          made a Loan in the amount of its Pro Rata Share of any
          such Borrowing (it being understood that each Bank's
          obligation to make such payment is absolute and
          unconditional and shall not be affected by any event or
          circumstance whatsoever, including the occurrence of any
          Default or Event of Default hereunder or the failure of
          any condition precedent set forth in Section 3 of this
          Agreement to be satisfied and each such payment shall be
          made without any offset, abatement, withholding or
          reduction whatsoever).  Each Bank shall fund its Pro Rata
          Share of such deemed Loan in accordance with the
          settlement procedures set forth in Section 2.02.  The
          proceeds of such deemed Loans shall be applied directly
          by the Agent to reimburse KeyBank for the amount of such
          unreimbursed Swingline Loan.

          (c)  Borrowings.  Each borrowing of Revolving Credit
     Advances under this Article II (a "Revolving Credit
     Borrowing") shall consist of a group of Revolving Credit
     Advances consisting entirely of Prime Rate Loans or LIBOR Rate
     Loans, made by the Banks ratably in accordance with their Pro
     Rata Share, on the same date, and, in the case of LIBOR Rate
     Loans, as to which a single Interest Period is in effect.  Any
     group of Revolving Credit Advances made by the Banks having
     different interests rates or having a different Interest
     Period (regardless of whether such Interest Period commences
     on the same date as another Interest Period), or made on a
     different date shall be considered to comprise a different
     Revolving Credit Borrowing. 
 
          (d)  Mandatory Repayments of Revolving Credit Advances.
     If at any time or from time to time the outstanding aggregate
     amount of Revolving Credit Advances plus the aggregate of
     Letter of Credit Face Amount of all outstanding Letters of
     Credit plus the aggregate outstanding amount of all Swingline
     Loans shall exceed the aggregate Revolving Credit Commitments,
     the Borrower shall immediately pay to the Agent for the
     account of the Banks the amount necessary to eliminate such<PAGE>
<PAGE>
     excess, as applicable, all without demand, notice, presentment
     or other condition, each of which is hereby waived by the
     Borrower.

          (e)  [Intentionally Omitted].

          (f)  Voluntary Reduction in Revolving Credit Commitment.
     Subject to the requirements of Section 2.01(a) hereof, the
     Borrower may, at any time and from time to time, upon five (5)
     Business Days' prior written notice to the Agent, permanently
     reduce in part or terminate in whole the aggregate amount of
     the Revolving Credit Commitments then in effect; provided,
     however, that in no event shall the aggregate Revolving Credit
     Commitments be reduced to an amount which is less than the
     aggregate amount of the Letter of Credit Face Amount of then
     outstanding Letters of Credit plus the aggregate outstanding
     amount of Swingline Loans.  Any such reduction or termination
     of the aggregate Revolving Credit Commitments shall be
     accompanied by the payment of an amount equal to the sum of
     (i) all accrued, but unpaid, interest on the principal amount
     of such reduction of the aggregate Revolving Credit
     Commitments to the date of such reduction or termination plus
     (ii) the excess, if any, of the sum of the aggregate Revolving
     Credit Advances then outstanding plus the Letter of Credit
     Face Amount of all outstanding Letters of Credit plus the
     aggregate Swingline Loans then outstanding over the aggregate
     Revolving Credit Commitment of the Banks as so reduced.  Any
     permanent reduction under this Section 2.01(f) shall be in the
     minimum amount of Five Million Dollars ($5,000,000) or
     multiples of One Million Dollars ($1,000,000) in excess
     thereof.

          (g)  Letters of Credit.  KeyBank shall, upon the terms
     and conditions of this Agreement, and upon such other terms
     and conditions as may, from time to time, be acceptable to
     KeyBank as being consistent with the terms and conditions
     customary for letters of credit issued by KeyBank and
     appropriate for the Borrower, issue Letters of Credit for the
     account of the Borrower from time to time on any Business Day
     during the period from the date of this Agreement to the
     Termination Date and expiring, in any event, no later than the
     Termination Date; provided, however, that the aggregate
     undrawn face amount of letters of credit issued by KeyBank
     shall not at any time exceed the lesser of: (i) Twenty Million
     Dollars ($20,000,000) minus the aggregate Letter of Credit
     Face Amount then outstanding or (ii) the aggregate Revolving
     Credit Commitments  minus the sum of the aggregate outstanding
     Revolving Credit Advances minus the aggregate outstanding
     Letter of Credit Face Amount minus the aggregate outstanding
     Swingline Loans.  In the event KeyBank determines that it
     shall issue a Letter of Credit (other than the Special Note
     Letter of Credit), each such Letter of Credit shall be for an
     amount and a term not in excess of one year (but, at the<PAGE>
<PAGE>
     request of the Borrower and in the sole discretion of KeyBank
     which such discretion shall not be unreasonably exercised,
     renewable yearly until the Termination Date), and shall be
     subject to such other terms and conditions, as may be
     acceptable to KeyBank in its sole discretion which such
     discretion shall not be unreasonably exercised.  All letters 
     of credit issued by KeyBank shall be in the form of KeyBank's
     standard letter of credit and reimbursement agreement form. 
     The Special Note Letter of Credit shall be issued upon the
     terms and conditions set forth in Section 2.02(f) hereof.
     Immediately upon the issuance of each Letter of Credit,
     KeyBank shall sell and transfer to each Bank, and each Bank
     shall buy and receive, in each case without any further action
     on the part of any party, an undivided interest and
     participation to the extent of such Bank's Pro Rata Share in
     and to each Letter of Credit and the obligations of the
     Borrower in respect of each Letter of Credit under this
     Agreement.

          (h)  Extension of Termination Date.  So long as each of
     the Banks shall have received the most recent audited
     financial statements required to be delivered to the Banks
     pursuant to the Riser Guaranty, on October 31 of each year,
     the Borrower may request, in a writing delivered to the Agent,
     that the Termination Date be extended one year to the October
     31 next following the Termination Date then in effect.  The
     Banks agree to consider each such request; provided, however,
     that (i) such consideration shall be in each Bank's sole and
     absolute discretion and (ii) in no event shall any Bank be
     committed to extend its Revolving Credit Commitment, nor shall
     any Bank's Revolving Credit Commitment be extended, unless and
     until every Bank shall have executed and delivered to the
     Agent its written consent to the extension and the Agent shall
     have confirmed to that Bank the consent of the other Banks.
     The Bank's shall respond to a request hereunder within a
     reasonable time period except that any failure of the Banks or
     any one of them to respond shall not be deemed to be a consent
     to such request for extension.

          2.8  Amendment to Section 2.02(a).  Section 2.02(a) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (a)  Borrowings.

            (i)     Minimum Borrowing Amounts. Each Borrowing
          comprised of LIBOR Rate Loans shall be in an aggregate
          amount not less than Five Million Dollars ($5,000,000) or
          multiples of One Million Dollars ($1,000,000) in excess
          thereof.  The Borrower shall be entitled to have more
          than one Borrowing outstanding at one time; provided,
          however, that, unless the Agent and the Banks shall
          otherwise agree in writing, the Borrower shall not be<PAGE>
<PAGE>
          entitled to request any Revolving Credit Borrowing which
          would result in any Bank's having an aggregate of more
          than ten (10) LIBOR Rate Loans outstanding at any one
          time.

           (ii)     Notice of Borrowing.  Revolving Credit Advances
          comprising a Borrowing shall be made upon notice 
          (a "Notice of Borrowing") given by the Borrower to the
          Agent  (i) not later than 12:00 noon (Cleveland, Ohio
          time) on the Business Day which is the requested date of
          a proposed Borrowing comprised of Prime Rate Loans and
          (ii) not later than 12:00 noon (Cleveland, Ohio time)
          three (3) Business Days prior to the requested date of a
          proposed Borrowing comprised of LIBOR Rate Loans. Each
          Notice of Borrowing for a Borrowing comprised of LIBOR
          Rate Loans shall be substantially in the form of Exhibit
          B hereto and shall specify therein (A) the requested date
          of the Borrowing, (B) that such Borrowing is to be
          comprised of LIBOR Rate Loans, (C) with respect to a
          Revolving Credit Borrowing, the name of the bank and the
          account number to which such funds are to be disbursed,
          (D) aggregate amount of such Revolving Credit Advances
          comprising such Borrowing and (E) the initial Interest
          Period for such LIBOR Rate Loans comprising such
          Borrowing.   Each Notice of Borrowing shall be
          irrevocable and binding on the Borrower and subject to
          the indemnification provisions of this Article II.

               (iii)     Funding of Revolving Credit Advances.  The
          Agent shall notify each Bank of such Notice of Borrowing
          no later than 1:00 p.m. (Cleveland, Ohio time) on the
          date received by telecopy, telephone or similar form of
          transmission.  Each Bank shall, before 4:00 p.m.
          (Cleveland, Ohio time) on the date of each Revolving
          Credit Borrowing requested, make available to the Agent,
          in immediately available funds at the account of the
          Agent as shall have been notified by the Agent to the
          Banks prior to such date, such Bank's Pro Rata Share of
          the Revolving Credit Advances comprising such Revolving
          Credit Borrowing.  On the date requested by the Borrower
          for a Revolving Credit Borrowing, after the Agent's
          receipt of the funds representing a Bank's Pro Rata Share
          of such Revolving Credit Borrowing and subject to the
          terms of this Agreement and the Borrower's fulfillment of
          the conditions set forth in Section 3 of this Agreement,
          the Agent will make such Revolving Credit Advance of such
          Bank available to the Borrower in immediately available
          funds, by wire transfer or intrabank transfer to
          such account of the Borrower as the Agent and the
          Borrower shall have agreed upon from time to time.

          2.9  Amendment to Section 2.02(b).  Section 2.02(b) shall
be deleted in its entirety and the following substituted in lieu<PAGE>
<PAGE>
thereof:

          (b)  Availability of Funds.  Unless the Agent shall have
     received notice from a Bank prior to the date (or, in the case
     of Prime Rate Loans, prior to the time) of any Revolving
     Credit Borrowing that such Bank will not make available to the
     Agent such Bank's Pro Rata Share of the Revolving Credit
     Borrowing, the Agent may assume that such Bank has made its
     Pro Rata Share of the Revolving Credit Borrowing available to
     the Agent on the date of the Revolving Credit Borrowing in
     accordance with Section 2.02(a)(iii) of this Agreement.  In
     reliance upon such assumption, the Agent may, but shall not be
     obligated to, make available to the Borrower on such date, a
     corresponding portion of the Revolving Credit Borrowing.  Any
     disbursement by the Agent in reliance on such assumption shall
     be deemed to be an advance of Revolving Credit Advances by
     such Bank. 

          2.10 Amendment to Section 2.02(c).  Section 2.02(c) shall
be deleted in its entirety and the following substituted in lieu
thereof:

          (c)  Failure of Bank to Fund.  If and to the extent that
     any Bank shall not have made available to the Agent such
     Bank's Pro Rata Share of any Revolving Credit Borrowing, such
     Bank and the Borrower severally agree to repay to the Agent,
     immediately upon demand by the Agent, an amount equal to such
     Bank's Pro Rata Share of such Revolving Credit Borrowing
     together with interest thereon for each day from the date such
     amount is made available to the Borrower until the date such
     amount is repaid to the Agent, at: (A) in the case of the
     Bank, Federal Funds Rate for the first three (3) days from and
     after the date of the Revolving Credit Borrowing and
     thereafter at the Interest Rate then applicable to Prime Rate
     Loans and (B) in the case of the Borrower, the interest rate
     applicable at the time to Prime Rate Loans.

               (i)  Payment Constituting Pro Rata Share. If such
          Bank pays to the Agent the Bank's Pro Rata Share of such
          Revolving Credit Borrowing prior to repayment of such
          amount by the Borrower, the amount so repaid shall
          constitute such Bank's Pro Rata Share of such Revolving
          Credit Borrowing, as the case may be, and the Borrower
          shall have no further obligation to make the payment
          required by this Section.

               (ii) Continuing Borrower Obligation.  Failure of any
          Bank to fund its Pro Rata Share of any Borrowing shall
          not relieve or excuse the performance by the Borrower of
          any of its duties or obligations hereunder.

               (iii)     Continuing Bank Obligation to Fund.  It is
          understood that: (i) a Bank shall not be responsible for<PAGE>
<PAGE>

          any failure by any other Bank to perform its obligation
          to make any Loans hereunder, (ii) the Revolving Credit
          Commitment of a Bank shall not be increased or decreased
          as a result of any failure by any other Bank to perform
          its obligation to make any Loans hereunder, (iii) failure
          by any Bank to perform its obligation to make any Loans
          hereunder shall not excuse any other Bank from its
          obligation to make any Loans hereunder, and (iv) the
          obligations of each Bank hereunder shall be several, not
          joint and several.

          2.11 Amendment to Section 2.02(g).  Section 2.02(g) shall
be amended by  deleting clause (H) thereof and substituting
"[Intentionally Omitted]" in lieu thereof.

          2.12 Amendment to Section 2.03(a).  Section 2.03(a) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (a)  Facility Fee.  The Borrower agrees to pay to the
     Agent, for the account of the Banks, a fee equal to the
     Applicable Margin on the daily average of the amount,
     calculated daily, equal to (i) the aggregate Revolving Credit
     Commitment as from time to time in effect minus (ii) the sum
     of the daily balance of the Revolving Credit Advances plus the
     aggregate of the Letter of Credit Face Amount of all
     outstanding Letters of Credit; provided, however, that, the
     Applicable Margin to be in effect from the Effective Date
     until the next Adjustment Date  shall be .25%.  Such fee shall
     accrue from and including the Effective Date to the
     Termination Date and shall be payable, in arrears, on the
     first day of each calendar month and at maturity, whether on
     the Termination Date or earlier.

          2.13 Amendment to Section 2.03(b).  Section 2.03(b) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (b)  Letter of Credit Commission.  The Borrower hereby
     agrees to pay to the Agent, for the Account of the Banks, with
     respect to Letters of Credit (including the Special Note
     Letter of Credit) a letter of credit commission equal to the
     Applicable Margin in effect on the date of issuance, renewal
     or extension of any letter of credit on the maximum amount
     available to be drawn on each day under such Letter of Credit,
     payable annually in advance on the date of issuance of such
     Letter of Credit and on the effective date of any renewal or
     extension of such Letter of Credit; provided, however, that,
     the Applicable Margin to be in effect from the Effective Date
     until the next Adjustment Date shall be .625%.
<PAGE>
<PAGE>
          2.14 Amendment to Section 2.03(c).  Section 2.03(c) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (c)  Agent's Fee.  The Borrower agrees to pay to the
     Agent for the sole account of the Agent an annual fee as set
     forth in the letter dated as of January 8, 1997 from the Agent
     to the Borrower.<PAGE>
<PAGE>

          2.15 Amendment to Section 2.03(e).  Section 2.03(e) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (e)  Letter of Credit Expenses.  With respect to Letters
     of Credit, the Borrower hereby agrees to pay to KeyBank, in
     addition to expenses otherwise payable pursuant to Sections
     2.03(b), upon the issuance, increase, extension or amendment
     of a Letter of Credit issued by KeyBank all customary and
     reasonable fees published by KeyBank and payable in connection
     with the issuance, increase, extension or amendment of a
     letter of credit.

          2.16 Amendment to Sections 2.04(a), (d) and (e).  Each of
Sections 2.04(a), 2.04(d) and 2.04(e) shall be deleted in its
entirety and "[Intentionally Omitted]" shall be substituted in lieu
thereof.

          2.17 Amendment to Section 2.05.  Section 2.05 shall be
deleted in its entirety and "[Intentionally Omitted]" shall be
substituted in lieu thereof.

          2.18 Amendment to Section 2.06(a).  Section 2.06(a) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          SECTION 2.06  Interest.  (a)  Pre-Default Interest
     Rate.  The Borrower shall pay interest on the unpaid
     principal amount of the Loans outstanding at the close of
     each day until such principal amount shall be paid in
     full at the following times and rates per annum (each of
     such rates being an "Interest Rate"):

            (i)     Prime Rate Loans.  During such periods as
          a Loan is a Prime Rate Loan, a rate per annum equal
          at all times to the sum of the Prime Rate plus the
          Applicable Margin in effect from time to time from
          and after the Effective Date to the Termination
          Date.  Each change in the Prime Rate shall be
          reflected in the foregoing interest rates as of the
          effective date of such change.  Except as otherwise
          specifically provided herein, all interest due
          hereunder will be payable in arrears, on the first
          day of each calendar quarter herein.

           (ii)     LIBOR Rate Loans.  During such periods as
          a Loan is a LIBOR Rate Loan, a rate per annum equal
          at all times during each Interest Period for such
          Loan to the sum of the LIBOR Rate for such Interest
          Period for such Loan plus the Applicable Margin in
          effect at the time of the making of such Loan,
          payable (x) on the last day of such Interest Period<PAGE>
<PAGE>
          and (y) if such Interest Period has a duration of
          more than three (3) months, three (3) months after
          the first day of such Interest Period and (z) on
          the date such LIBOR Rate Loan shall be converted to
          a Prime Rate Loan or paid in full (whether at
          maturity, by reason of acceleration or otherwise).

          (iii)     Swingline Loans.  During such periods as a Loan
          is a Swingline Loan, at a rate per annum to be quoted by
          the Agent to the Borrower.

          2.19 Amendment to Section 2.06(b).  Section 2.06(b) shall
be deleted in its entirety and "[Intentionally Omitted]" shall be
substituted in lieu thereof. 

          2.20 Amendment to Section 2.06(c).  Section 2.06(c) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (c)  Default Rate.  Following the occurrence of an Event
     of Default which has not been waived in writing by the Banks
     (unanimity being required for such waiver in order to make
     this Section 2.06(c) inapplicable after the occurrence of an
     Event of Default), the outstanding principal of the Loans and
     the unpaid interest and fees thereon shall, upon the request
     of the Majority Banks, bear interest, payable on demand, for
     Prime Rate Loans and LIBOR Rate Loans, at a rate per annum
     which shall be equal at all times to two percent (2.0%) in
     excess of the Prime Rate.

          2.21 Amendment to Section 2.06(d).  Section 2.06(d) shall
be deleted in its entirety and "[Intentionally Omitted]" shall be
substituted in lieu thereof.

          2.22 Amendment to Section 2.07(b).  Section 2.07(b) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (b)  Authorization to Charge.  The Borrower hereby
     authorizes each Bank, if and to the extent payment is not made
     when due under any Loan Document, upon written notice to the
     Borrower, to charge from time to time against any account of
     the Borrower with such Bank any amount so due.

          2.23 Amendment to Sections 5.01(p) and (q).  Each of
Sections 5.01(p) and 5.01(q) shall be deleted in its entirety and
"[Intentionally Omitted]" shall be substituted in lieu thereof.

          2.24 Amendment to Sections 5.02(b).  Section 5.02 (b)
shall be deleted in its entirety and the following shall be
substituted in lieu thereof:
<PAGE>
<PAGE>
          (b)  Indebtedness.  The Borrower shall not create or
     suffer to exist, or permit any of its Subsidiaries to
     create or suffer to exist, any Indebtedness, liability or
     other obligation except (i) Indebtedness secured by Liens
     or security interests permitted by Section 5.02(a), (ii)
     the Subordinated Debentures, (iii) the Indebtedness set
     forth on Schedule 5.02(b), (iv) ordinary course trade
     payables, (vii) Indebtedness evidenced by bankers'
     acceptances used by the Borrower to pay its ordinary
     course trade payables and (v) unsecured Indebtedness, the
     aggregate outstanding principal amount of which, when
     taken together with the outstanding unsecured
     Indebtedness of Riser and Rini-Rego, shall at no time
     exceed Twenty Million Dollars ($20,000,000), so long as,
     after giving effect to the incurrence of such
     Indebtedness, no Default or Event of Default would
     thereupon otherwise exist.

          2.25 Amendment to Section 5.02(c).  Section 5.02(c) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (c)  Sales, Etc. of Assets.  The Borrower shall not
     sell, lease, transfer or otherwise dispose of, or permit
     any of its Subsidiaries to sell, lease, transfer, or
     otherwise dispose of, any of its assets, except (i) sales
     of inventory in the ordinary course of business and (ii)
     so long as no Default has occurred hereunder, with
     respect to assets other than Inventory sold in the
     ordinary course of business, sales of assets, the
     aggregate sales price of which assets,  when taken
     together with all other assets sold after the Effective
     Date does not at any time exceed an amount equal to ten
     percent (10%) of the net worth of the Borrower as shown
     in the then most recent consolidating financial statement
     delivered pursuant to Section 8 of the Riser Guaranty, as
     determined from time to time in accordance with generally
     accepted accounting principles.

          2.26 Amendment to Section 5.02(d).  Section 5.02(d) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (d)  Mergers and Acquisitions.  The Borrower shall not
     (i) merge with or into or consolidate with or into, or (ii)
     convey, transfer, lease or otherwise dispose of (whether in
     one transaction or in a series of transactions) all or
     substantially all of its assets (whether now owned or
     hereafter acquired) to or (iii) acquire all or substantially
     all of the assets of, any Person or permit any Subsidiary to
     do so; provided, however, that, the Borrower may acquire all
     or substantially all of the asset of another Person so long as
     (A) no Default or Event of Default shall exist or shall<PAGE>
<PAGE>
     thereupon occur and (B) the aggregate purchase price of such
     assets, when taken together with (I) the purchase price of all
     such purchases (exclusive of capital expenditures not incurred
     in connection with acquisitions of all or substantially all
     assets of any person) by the Borrower occurring after the
     Effective Date and (II) the purchase price of acquisitions of
     all or substantially all assets of a Person by Riser or Rini-
     Rego occurring after the Effective Date, shall not exceed
     Twenty Million Dollars ($20,000,000).

          2.27 Amendment to Section 5.02(g).  Section 5.02(g) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (g)  Fiscal Year.  The Borrower shall not make any change
     in its Fiscal Year; provided, however, that the Borrower may
     change its Fiscal Year if (i) the Borrower shall have given
     the Agent written notice sixty (60) days prior to the
     effective date of such change and (ii) no Bank shall have
     deemed, in the exercise of its reasonable discretion, such
     change to be adverse to the interests of such Bank.  In the
     event of a change in Fiscal Year, the Borrower agrees to
     cooperate in completing such amendments or other documentation
     reasonably required by the Agent to be completed to reflect
     such change.

          2.28 Amendment to Section 5.02(j).  Section 5.02(j) shall
be deleted in its entirety and "[Intentionally Omitted]" shall be
substituted in lieu thereof.

          2.29 Amendment to Section 5.02(l).  Section 5.02(l) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (l)  Sale and Leaseback.  The Borrower shall not enter
     into, or permit any of its Subsidiaries to enter into, any
     transaction in which the Borrower or any of its Subsidiaries
     sells property owned by the Borrower or any of its
     Subsidiaries and subsequently leases such property from the
     purchaser thereof unless, (i) the selling entity has received
     consideration in an amount at least equal to the fair market
     value of the assets leased, (ii) the dollar amount of all
     assets sold in any Fiscal Year in such transactions (when
     taken together with the dollar amount of all such assets sold
     in any such Fiscal Year by Riser or Rini-Rego) shall not in
     the aggregate exceed Ten Million Dollars ($10,000,000) and
     (iii) no Default or Event of Default shall exist before or
     after giving effect to any such transaction.

          2.30 Amendment to Sections 5.02(m) and (n).  Each of
Section 5.02(m) and Section 5.02(n) shall be deleted in its
entirety and "[Intentionally Omitted]" shall be substituted in lieu
thereof.<PAGE>
<PAGE>
          2.31 Amendment to Section 5.02(o).  Section 5.02(o) shall
be deleted in its entirety and the following shall be substituted
in lieu thereof:

          (o)  Investments.  The Borrower shall not (i) create,
     acquire or hold any Subsidiary, (ii) make or hold, or permit
     any of its Subsidiaries to make or hold, any investment in any
     stocks, bonds or securities of any kind, (iii) be or become,
     or permit any of its Subsidiaries to be or become, a party to
     any joint venture or other partnership, (iv) make or keep out-
     standing, or permit any of its Subsidiaries to make or keep
     outstanding (as lender), any advance or loan or (v) be or
     become, or permit any of its Subsidiaries to be or become a
     guarantor or have Guaranteed Indebtedness of any kind; pro-
     vided, that this subsection shall not apply to (a) any
     endorsement of a check or other medium of payment for deposit
     or collection through normal banking channels or any similar
     transaction in the normal course of business or (b) any
     guaranty of any obligations incurred by Rini-Rego to the Banks
     pursuant to the Rini-Rego Agreement, or (c) any investments,
     joint venture or partnership in existence as of the Amendment
     Effective Date and to the extent and as identified on Sched-
     ule 4.01(h) hereof, in the securities of any Subsidiary, or
     (d) advances to its employees for travel and other expenses to
     be incurred in the ordinary course of business or (e) any
     investment otherwise prohibited by this Section 5.02(o) so
     long as (i) such investment, when taken together with all
     other investments made after the Effective Date by the
     Borrower and all investments made after the Effective Date by
     Riser and Rini-Rego, shall not exceed in the aggregate Twenty
     Million Dollars ($20,000,000) and (ii) no Default or Event of
     Default exists before or after giving effect to such
     investment.

          2.32 Amendment to Section 5.02(p).  Section 5.02(p) shall
be deleted in its entirety and "[Intentionally Omitted]" shall be
substituted in lieu thereof.

          2.33 Amendment to Section 5.03.  Each of subsection
5.03(i), (xii), (xiii), (xiv), (xv), (xvi), (xvii) and (xviii)
shall be deleted in its entirety and "[Intentionally Omitted]"
shall be substituted in lieu thereof and Section 5.03(xi) shall be
deleted in its entirety and the following substituted in lieu
thereof:
               (xi)  upon request by any Bank or the Agent, an
     updated schedule of the Borrower's and each of its
     Subsidiaries insurance coverages containing the types of
     information set forth on Schedule X hereto;

          2.34 Amendment to Sections 6.01(n), (p) and (q).  Each of
Section 6.01(n), 6.01(p) and 6.01(q) shall be deleted in its
entirety and "[Intentionally Omitted]" shall be substituted in lieu
thereof.<PAGE>
<PAGE>

          2.35 Amendment to Article VI.  Article VI shall be
amended by adding the following as new Section 6.04 thereof:

          SECTION 6.04  Equalization.  Each Bank agrees with the
     other Banks that if at any time it shall obtain any Advantage
     (exclusive of repayments by the Borrower of the Swingline
     Loans) over the other Banks or any thereof in respect of the
     Loans it will purchase from such other Bank or Banks, for cash
     and at par, such additional participation in the Loans owing
     to the other or others as shall be necessary to nullify the
     Advantage.  If any such Advantage resulting in the purchase of
     an additional participation as aforesaid shall be recovered in
     whole or in part from the Bank receiving the Advantage, each
     such purchase shall be rescinded, and the purchase price
     restored (with interest and other charges if and to the extent
     actually incurred by the Bank receiving the Advantage) ratably
     to the extent of the recovery.  During the existence of any
     Default, any payment (whether made voluntarily or
     involuntarily, by offset of any deposit or other indebtedness
     or otherwise) of any Indebtedness owing by the Borrower to any
     Bank shall be applied to the Obligations owing to that Bank
     until the same shall have been paid in full before any thereof
     shall be applied to other Indebtedness owing to that Bank. 
     This Section 6.04 shall not affect or otherwise increase the
     obligations of the Borrower under this Agreement.

          2.36 Amendment to Section 8.05.  Section 8.05 shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:

          SECTION 8.05.  Costs and Expenses.  The Borrower shall
     pay to the Agent, on demand, all costs and expenses that the
     Agent pays or incurs in connection with the negotiation,
     preparation, consummation, administration, enforcement, and
     termination of this Agreement and the other Loan Documents,
     including, without limitation:  (a) reasonable attorneys' and
     paralegal's costs, expenses and disbursements of counsel to
     the Agent; (b) costs and expenses (including reasonable
     attorneys and paralegals costs, expenses 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, costs,
     expenses and other charges for recording the Mortgages, filing
     financing statements and continuations, and other actions to
     perfect, protect, and continue the Liens; (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) reasonable costs and expenses of forwarding
     loan proceeds, collecting checks and other items of payment,
     and establishing and maintaining the Letter of Credit
     Collateral Account; (g) costs and expenses of preserving and<PAGE>
<PAGE>
     protecting the Collateral; and (h) costs and expenses
     (including, without limitation, attorneys' fees) paid or
     incurred to obtain payment of the Obligations, enforce the
     security interest, 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 arising out of the transactions contemplated hereby
     (including without limitation, preparations for and
     consultations concerning any such matters).  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 may be
     charged, in the Agent's sole discretion, to the Borrower's
     loan account as Revolving Credit Advances.

          2.37 Amendment to Section 8.06.  Section 8.06 shall be
amended by deleting the address of the Agent and inserting the
following in lieu thereof:

               KeyBank National Association
               127 Public Square
               Cleveland, Ohio 44114
               Attention: Large Corporate Department
                          Mr. Richard Pohle

          2.38 Amendment to Section 8.10(a).  Section 8.10(a) shall
be amended by deleting the first three sentences thereof and
substituting the following sentence in lieu of the third sentence
thereof:

          No Bank shall assign or otherwise transfer its interest
          or any portion thereof in its Revolving Credit
          Commitment, its Loans, its participations in Letters of
          Credit issued hereunder or any of its rights hereunder
          without the prior written consent of the Agent and the
          Borrower, which consent shall not be unreasonably
          withheld, (other than any assignment or transfer to any
          Person which controls, is controlled by, or is under
          common control with, or is otherwise substantially
          affiliated with, such Bank).

          2.39 Amendment to Section 8.10(b).  Section 8.10(b) shall
be amended by deleting the second sentence thereof.

          2.40 Amendment to Section 8.25.  Section 8.25 shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:

          SECTION 8.25.  WAIVER OF JURY TRIAL.  THE BORROWER HEREBY
     WAIVES TRIAL BY JURY, AND ALL RIGHTS OF SETOFF, IN ANY
     LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH,
     OR ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS,
     THE OBLIGATIONS OR THE COLLATERAL, OR ANY INSTRUMENT OR<PAGE>
<PAGE>
     DOCUMENT DELIVERED PURSUANT HERETO OR THERETO, OR ANY OTHER
     CLAIM OR DISPUTE HOWSOEVER ARISING, BETWEEN THE BORROWER AND
     THE BANKS OR THE AGENT.  THE BORROWER CONFIRMS THAT THE
     FOREGOING WAIVERS ARE INFORMED AND FREELY MADE.  THIS WAIVER
     SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY ANY
     BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION
     OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR
     OTHER INSTRUMENT, DOCUMENT OR AGREEMENT BETWEEN ANY BANK AND
     THE BORROWER.

          2.41 Amendment to Section 8.26.  Section 8.26 shall be
deleted in its entirety and the following shall be substituted in
lieu thereof:

          SECTION 8.26   Commitments.  The Revolving Credit
     Commitment and the Total Commitment of each Bank shall be
     as set forth below:

                   Bank           Revolving        Bank's
                                    Credit          Total
                                  Commitment     Commitment       
            KeyBank National
            Association           $28,000,000    $28,000,000

            National City Bank    $16,310,000    $16,310,000

            NBD Bank              $14,860,000    $14,860,000

            Star Bank National
            Association           $10,830,000    $10,830,000

              Total of
            Commitments           ___________    ___________
                                  $70,000,000    $70,000,000

          SECTION 3. WAIVER OF CERTAIN NON-COMPLIANCE

          The Borrower's non-compliance with Section 5.02(d) by
reason of the merger of Seaway Food Service, Inc. into the Borrower
is hereby waived.

          SECTION 4. REPRESENTATIONS AND WARRANTIES.

          The Borrower hereby represents and warrants to the Banks
and the Agent as follows:

          4.1  The Amendment.  This Amendment has been duly and
validly executed by an authorized executive officer of the Borrower
and constitutes the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its
terms.  The Credit Agreement, as amended by this Amendment, remains
in full force and effect and remains the valid and binding
obligation of the Borrower enforceable against the Borrower in<PAGE>
<PAGE>
accordance with its terms.  The Borrower hereby ratifies and
confirms the Credit Agreement as amended by this Amendment.

          4.2  Nonwaiver.  The execution, delivery, performance and
effectiveness of this Amendment shall not operate nor be deemed to
be nor construed as a waiver (i) of any right, power or remedy of
the Banks or the Agent under the Credit Agreement, nor (ii) of any
term, provision, representation, warranty or covenant contained in
the Credit Agreement or any other documentation executed in
connection therewith.  Further, except as stated in Section 3 of
this Amendment, none of the provisions of this Amendment shall
constitute, be deemed to be or construed as, a waiver of any
Default or Event of Default under the Credit Agreement as amended
by this Amendment.

          4.3  Reference to and Effect on the Credit Agreement.
Upon the Effectiveness of this Amendment, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein", or words of like import shall mean and be a reference to
the Credit Agreement, as amended by the First Amendment, the Second
Amendment and this Amendment and each reference to the Credit
Agreement in any other document, instrument or agreement executed
and/or delivered in connection with the Credit Agreement shall mean
and be a reference to the Credit Agreement, as amended by the First
Amendment, the Second Amendment and this Amendment.

        SECTION 5. CONDITIONS PRECEDENT TO EFFECTIVENESS
                    OF THIS AMENDMENT NO. 3.

          In addition to all of the other conditions and agreements
set forth herein, the effectiveness of this Amendment is subject to
the following conditions precedent:

          5.1  The Amendment.  The Banks and the Agent shall have
received this Amendment No. 3 to Amended and Restated Credit
Agreement, executed and delivered by a duly authorized officer of
the Borrower.

          5.2  Repayment of the Term Loan.  The Borrower shall have
repaid the Term Loan with respect to each Bank.

          5.3  Revolving Credit Notes.  Each of the Banks shall
have received a Revolving Credit Note, appropriately completed to
reflect the amount of such Bank's Revolving Credit Commitment,
executed and delivered by an Authorized officer of the Borrower.

          5.4  Swingline Note.  The Agent shall have received the
Swingline Note, in the form of Attachment 1 to this Amendment,
executed and delivered by an Authorized officer of the Borrower.

          5.5  Other Amendments.  The Banks and the Agent shall
have received each of (i) Amendment No. 5 to Amended and Restated
Guaranty Agreement, executed and delivered by a duly authorized<PAGE>
<PAGE>
officer of Riser, (ii) Amendment No. 4 to Credit Agreement in
respect of the Rini-Rego Agreement, executed and delivered by a
duly authorized officer of Rini-Rego, and (iii) the amendments to
the Security Agreements, each executed by a duly authorized officer
of the company which is a party thereto and all of the conditions
precedent to such Amendment shall have been satisfied.

          5.6  Acknowledgement of Guarantors.  The Banks and the
Agent shall have received the Acknowledgement of Guarantors
attached to this Amendment, executed and delivered by a duly
authorized officer of each of the Guarantors of the indebtedness of
the Borrower to the Banks and the Agent.

          5.7  Borrower's Certificate.  The Banks and the Agent
shall have received a certificate, in form and substance
satisfactory to the Agent, executed for and on behalf of the
Borrower by either the President or Vice President of the Borrower
and by either the Secretary or Assistant Secretary of the Borrower
(one of which certifying officers shall not be a signatory of this
Amendment) and dated as of the date of this Amendment, certifying
(i) the Director's Resolutions of the Borrower authorizing this
Amendment, and each document or other instrument executed in
connection with the Amendment, (ii) the names and signatures of the
officers signing this Amendment on behalf of the Borrower, and
(iii) compliance by the Borrower with all representations,
warranties, covenants and conditions under the Credit Agreement as
amended by this Amendment.

          5.8  Other Documents.  The Banks and the Agent shall have
received each additional document, instrument or piece of
information reasonably requested by the Agent, including, without
limitation, any financing statements as may be necessary to
continue the perfection of the security interests created by the
Security Agreements.

                    SECTION 6. MISCELLANEOUS.

          6.1  Governing Law.  This Amendment shall be governed by
and construed in accordance with the laws of the State of Ohio.

          6.2  Severability.  In the event any provision of this
Amendment should be invalid, the validity of the other provisions
hereof and of the Credit Agreement shall not be affected thereby.

          6.3  Counterparts.  This Amendment may be executed in one
or more counterparts, each of which, when taken together, shall
constitute but one and the same agreement.

          6.4  Confirmatory Grant.  In connection with the
completed merger of Seaway Food Service, Inc. with the Borrower,
and in order to confirm the security interest of the Agent for the
ratable benefit of the Banks pursuant to that certain Security
Agreement executed by the Borrower in favor of the Agent for the<PAGE>
<PAGE>
ratable benefit of the Banks, the Borrower hereby assigns and
pledges to the Agent for its benefit and the ratable benefit of the
Banks, and hereby grants to the Agent for its benefit and the
ratable benefit of the Banks a security interest in, all of the
right, title and interest of the Borrower in and to the Collateral
(as defined in said Security Agreement), whether now owned or
hereafter acquired.

          IN WITNESS WHEREOF, the Borrower has caused this
Amendment No. 3 to Amended and Restated Credit Agreement to be duly
executed and delivered by its duly authorized officer as of the
date first above written.


                          AMERICAN SEAWAY FOODS, INC.
                          (formerly known as Heritage
                          Wholesalers, Inc. and
                          successor by merger to
                          Seaway Food Service, Inc.)


                          By:
                          Title:

<PAGE>
<PAGE>
ACCEPTED AND AGREED as of
the date and year first above written by:


KEYBANK NATIONAL ASSOCIATION, as a
Bank and as Agent



By:
Title:


NATIONAL CITY BANK,
as a Bank



By:
Title:


NBD BANK, as a Bank



By:
Title:


STAR BANK NATIONAL ASSOCIATION, as a Bank



By:
Title:


<PAGE>
<PAGE>
                  ACKNOWLEDGEMENT OF GUARANTORS

          Each of the undersigned, RISER FOODS, INC., FISHER
PROPERTIES, INC., and RINI-REGO SUPERMARKETS, INC. (formerly known
as Fisher Foods, Inc.), each of which being a guarantor of
indebtedness of the Borrower to the Banks and the Agent, hereby
acknowledges and agrees to the terms of the foregoing Amendment No.
3 to Amended and Restated Credit Agreement.  Each of the
undersigned represents and warrants to the Banks and the Agent that
the respective Amended and Restated Guaranty Agreements (as
amended), executed and delivered by each of the undersigned, each
dated as of May 27, 1993, remain the valid and binding obligations
of each of the undersigned, respectively, enforceable against it in
accordance with their terms.


                           RISER FOODS, INC.



                           By:
                           Title:



                           RINI-REGO SUPERMARKETS, INC.
                           (formerly known as Fisher Foods, Inc.)



                           By:
                           Title:


                           FISHER PROPERTIES, INC.



                           By:
                           Title:


Executed:  January 8, 1997