EXHIBIT 10.292 


                       RECEIVABLES PURCHASE AGREEMENT

                       dated as of December 11, 1998

                                  among

                       CROMPTON & KNOWLES CORPORATION
                        as Initial Collection Agent,


                       UNIROYAL CHEMICAL COMPANY, INC.
                        UNIROYAL CHEMICAL EXPORT LTD.
                          DAVIS STANDARD CORPORATION
                                     and
                   CROMPTON & KNOWLES COLORS INCORPORATED
                                as Sellers,

                                    and

                CROMPTON & KNOWLES RECEIVABLES CORPORATION
                                 as Buyer





TABLE OF CONTENTS
ARTICLE I
PURCHASE AND SALE
SECTION 1.1  Purchase and Sale                               Page 1
SECTION 1.2  Timing of Purchases                             Page 2
SECTION 1.3  Consideration for Purchases                     Page 2
SECTION 1.4  No Recourse                                     Page 2
SECTION 1.5  No Assumption of Obligations Relating to
 Receivables, Related Assets or Contracts                    Page 2
SECTION 1.6   True Sales                                     Page 3
SECTION 1.7  Contribution of Receivables                     Page 3
ARTICLE II 
CALCULATION OF PURCHASE PRICE
SECTION 2.1  Calculation of Purchase Price                   Page 4
SECTION 2.2  Definitions and Calculations Related to 
 Purchase Price Percentage                                   Page 5
ARTICLE III
PAYMENT OF PURCHASE PRICE; SERVICING, ETC.
SECTION 3.1  Purchase Price Payments                         Page 5
SECTION 3.2  The Buyer Notes                                 Page 8
SECTION 3.3  Application of Collections and Other Funds      Page 8
SECTION 3.4  Servicing of Receivables and Related Assets     Page 9
SECTION 3.5  Adjustments for Noncomplying Receivables        Page 9
SECTION 3.6  Payments and Computations Etc                   Page 9
ARTICLE IV
CONDITIONS TO PURCHASES
SECTION 4.1  Conditions Precedent to Initial Purchase        Page 10
SECTION 4.2  Certification as to Representations and 
 Warranties                                                  Page 11
SECTION 4.3  Effect of Payment of Purchase Price             Page 11
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.1  Representations and Warranties of the Sellers   Page 11
SECTION 5.2  Representations and Warranties of Buyer         Page 16
ARTICLE VI
GENERAL COVENANTS OF THE SELLERS
SECTION 6.1  Affirmative Covenants                           Page 17
SECTION 6.2  Reporting Responsibilities.                     Page 19
SECTION 6.3  Negative Covenants                              Page 21
ARTICLE VII
ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE SPECIFIED ASSETS
SECTION 7.1  Rights of Buyer                                 Page 23
SECTION 7.2  Responsibilities of the Sellers                 Page 24
SECTION 7.3  Further Action Evidencing Purchases             Page 24
SECTION 7.4  Collection of Receivables; Rights of Buyer and
 Its Assignees                                               Page 25
ARTICLE VIII
TERMINATION
SECTION 8.1  Termination by the Sellers                      Page 26
SECTION 8.2  Automatic Termination                           Page 26
ARTICLE IX
INDEMNIFICATION
SECTION 9.1  Indemnities by the Seller                       Page 26
ARTICLE X
MISCELLANEOUS
SECTION 10.1  Amendments; Waivers, Etc                       Page 28
SECTION 10.2  Notices, Etc                                   Page 28
SECTION 10.3  Cumulative Remedies                            Page 29
SECTION 10.4  Binding Effect; Assignability; Survival of
 Provisions                                                  Page 29
SECTION 10.5  Governing Law                                  Page 29
SECTION 10.6  Costs, Expenses and Taxes                      Page 29
SECTION 10.7  Submission to Jurisdiction                     Page 30
SECTION 10.8  Waiver of Jury Trial                           Page 30
SECTION 10.9  Integration                                    Page 30
SECTION 10.10  Counterparts                                  Page 30
SECTION 10.11  Acknowledgment and Consent                    Page 31
SECTION 10.12  No Partnership or Joint Venture               Page 31
SECTION 10.13  No Proceedings                                Page 31
SECTION 10.14  Severability of Provisions                    Page 32
SECTION 10.15  Recourse to Buyer                             Page 32

                         EXHIBITS

EXHIBIT A     Form of Buyer Note
EXHIBIT B     Form of Seller Assignment Certificate

SCHEDULES

SCHEDULE 1     Litigation and Other Proceedings (Section 5.1(f))
SCHEDULE 2     Credit and Collection Policy (Section 5.1(4))
SCHEDULE 3     Offices of the Sellers where Records are Maintained (Section
               5.1(n))
SCHEDULE 4     Legal Names, Trade Names and Names Under Which the Sellers Do
               Business (Section 5.1(q))

                            APPENDICES

APPENDIX A     Definitions



     This RECEIVABLES PURCHASE AGREEMENT, dated as of December 11, 1998 (this
"Agreement"), is made among CROMPTON & KNOWLES CORPORATION, a Massachusetts
corporation (the "Parent"), as the Initial Collection Agent, certain
Affiliates of the Parent that are listed on the signature pages hereto as a
seller (each a "Seller" and collectively, the "Sellers"), and CROMPTON &
KNOWLES RECEIVABLES CORPORATION, a Delaware corporation ("Buyer"). Except as
otherwise defined herein, capitalized terms used in this Agreement have the
meanings assigned to them in Appendix A. This Agreement shall be interpreted
in accordance with the conventions set forth in Part B of such Appendix A.

     WHEREAS, pursuant to the Receivables Sale Agreement, Buyer intends to
transfer its interests in the Receivables sold pursuant hereto, together with
Receivables contributed to Buyer from time to time, to Windmill Funding
Corporation and the Committed Purchasers (as such term is defined in the
Receivables Sale Agreement) in order to, among other things, finance its
purchases hereunder;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:


ARTICLE I
PURCHASE AND SALE

     SECTION 1.1  Purchase and Sale. Each Seller hereby sells, transfers,
assigns, sets over and otherwise conveys to Buyer and Buyer hereby purchases
from each Seller, at the times set forth in Section 1.2, all of such Seller's
right, title and interest in, to and under:

          (a)  all Receivables of such Seller (other than Contributed
Receivables) that existed and were owing to such Seller as at the closing of
such Seller's business on the Initial Cut-Off Date,

          (b)  all Receivables created by such Seller (other than Contributed
Receivables) that arise during the period from and including the closing of
such Seller's business on the Initial Cut-Off Date to but excluding the
Purchase Termination Date,

          (c)  all Related Security with respect to all Receivables (other
than Contributed Receivables) of such Seller,

          (d)  the Lockboxes, the Bank Accounts, all documents, instruments
and agreements relating to the Lockboxes or the Bank Accounts, and all amounts
from time to time on deposit in the Lockboxes or the Bank Accounts,

          (e)  all Collections and other proceeds of the foregoing, including
all funds received by any Person in payment of any amounts owed (including
invoice prices, finance charges, interest and all other charges, if any) in
respect of any Receivable described above (other than a Contributed
Receivable) or Related Security with respect to any such Receivable, or
otherwise applied to repay or discharge any such Receivable (including
insurance payments that a Seller or Initial Collection Agent applies in the
ordinary course of its business to amounts owed in respect of any such
Receivable and net proceeds of any sale or other disposition of repossessed
goods that were the subject of any such Receivable) or other collateral or
property of any Obligor or any other Person directly or indirectly liable for
payment of such Receivables, and

          (f)  all Records relating to any of the foregoing.

     As used herein, (i) "Purchased Receivables" means the items listed above
in clauses (a) and (b), (ii) "Related Purchased Assets" means the items listed
above in clauses (c), (d), (e), and (f), (iii) "Related Assets" means the
Related Purchased Assets and the Related Contributed Assets, (iv) "Purchased
Assets" means the Purchased Receivables and the Related Purchased Assets, and
(v) "Specified Assets" means the Purchased Receivables, the Contributed
Receivables and the Related Assets.

     SECTION 1.2  Timing of Purchases.

     (a)  Initial First Issuance Date Purchases.  All of the Purchased Assets
of each Seller that existed at the closing of such Seller's business on the
Initial Cut-Off Date shall be sold automatically to Buyer on the First
Issuance Date.

     (b)  Regular Purchases.  Except to the extent otherwise provided in
Section 8.2, after the closing of a Seller's business on the Initial Cut-Off
Date until the closing of such Seller's business on the Business Day
immediately preceding the Purchase Termination Date, each and every Receivable
and the Related Assets of each Seller shall be sold automatically to Buyer
pursuant hereto immediately (and without further action by any Person) upon
the creation of such Receivable.

     SECTION 1.3  Consideration for Purchases.  On the terms and subject to
the conditions set forth in this Agreement, Buyer agrees to make Purchase
Price payments to the Sellers in accordance with Article III.

     SECTION 1.4  No Recourse.  Except as specifically provided in this
Agreement, the sale and purchase of Purchased Assets, and the transfer and
assignment of the Contributed Assets, under this Agreement shall be without
recourse to the Sellers; it being understood that each Seller shall be liable
to Buyer for all representations, warranties, covenants and indemnities made
by such Seller pursuant to the terms of this Agreement, all of which
obligations are limited so as not to constitute recourse to such Seller for
the credit risk of the Obligors.

     SECTION 1.5  No Assumption of Obligations Relating to Receivables,
Related Assets or Contracts.  None of Buyer, the Initial Collection Agent nor
the Agent shall have any obligation or liability to any Obligor or other
customer or client of a Seller (including any obligation to perform any of the
obligations of such Seller under any Receivable, related contracts or any
other related purchase orders or other agreements).  No such obligation or
liability is intended to be assumed by Buyer, the Initial Collection Agent or
the Agent hereunder, and any assumption is expressly disclaimed.

     SECTION 1.6   True Sales.  The Sellers and Buyer intend the transfers of
Purchased Assets and Contributed Assets hereunder to be true sales or
contributions to capital, respectively by the Sellers to Buyer that are
absolute and irrevocable and that provide Buyer with the full benefits of
ownership of the Receivables, and none of the Sellers nor Buyer intends the
transactions contemplated hereunder to be, or for any purpose to be
characterized as, loans from Buyer to any Seller.

     It is, further, not the intention of Buyer or any Seller that the
conveyance of the Specified Assets by such Seller be deemed a grant of a
security interest in the Specified Assets by such Seller to Buyer to secure a
debt or other obligation of such Seller. However, in the event that,
notwithstanding the intent of the parties, any Specified Assets are property
of any Seller's estate, then (i) this Agreement also shall be deemed to be and
hereby is a security agreement within the meaning of the UCC, and (ii) the
conveyance by such Seller provided for in this Agreement shall be deemed to be
a grant by such Seller to Buyer of, and such Seller hereby grants to Buyer, a
security interest in and to all of such Seller's right, title and interest in,
to and under the Specified Assets, whether now or hereafter existing or
created, to secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to
such Seller in the amount of the related Purchase Price of the Purchased
Assets sold by it or the Unpaid Balance of any Contributed Receivables and the
related Contributed Assets, as the case may be and (3) without limiting the
foregoing, the payment and performance of such Seller's obligations (whether
monetary or otherwise) hereunder. Each Seller and Buyer shall, to the extent
consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in
the Specified Assets, such security interest would be deemed to be a perfected
security interest of first priority (subject to Permitted Adverse Claims) in
favor of Buyer under applicable law and will be maintained as such throughout
the term of this Agreement.

     SECTION 1.7  Contribution of Receivables.  If at any time, the Parent
will become a Seller under the Agreement, then the Parent may, in its sole
discretion, from time to time, transfer to Buyer, as a contribution to the
capital of Buyer, all its right, title and interest in, to and under:

          (a)  such Receivables of the Parent that the Parent may from time to
time designate in a Periodic Report as part of a contribution to the capital
of Buyer (collectively, the "Contributed Receivables"),

          (b)  all Related Security with respect to the Contributed
Receivables,

          (c)  all Collections and other proceeds of the foregoing, including
all funds received by any Person in payment of any amounts owed (including
invoice prices, finance charges, interest and all other charges, if any other
than sales tax) in respect of any Contributed Receivable, or Related Security
with respect to any such Contributed Receivable, or otherwise applied to repay
or discharge any such Contributed Receivable (including insurance payments
that the Parent or the Initial Collection Agent applies in the ordinary course
of its business to amounts owed in respect of any such Contributed Receivable
and net proceeds of any sale or other disposition of repossessed goods that
were the subject of any such Contributed Receivable) or other collateral or
property of any Obligor or any other party directly or indirectly liable for
payment of such Contributed Receivables, and

          (d)  all Records relating to any of the foregoing (the items listed
above in clauses (b), (c) and (d) being referred to herein as the "Related
Contributed Assets").

     The value of the capital contribution attributable to each Contributed
Receivable and its Related Contributed Assets shall be an aggregate amount
equal to the Unpaid Balance of such Contributed Receivable as of the Cut-Off
Date immediately preceding the applicable date of contribution (or, in the
case of contributions deemed to occur pursuant to Section 3.1, equal to the
portion of the Unpaid Balance of the Receivables so contributed).


ARTICLE II 
CALCULATION OF PURCHASE PRICE

     SECTION 2.1  Calculation of Purchase Price.  (a)  On or before the
twentieth day of each month, the Initial Collection Agent shall deliver to
Buyer and the Agent a Periodic Report with respect to Buyer's purchases of
Receivables from the Sellers:

           (i)  that are to be made on the First Issuance Date (in the case of
the Periodic Report to be delivered on the First Issuance Date) or

          (ii)  that were made during the immediately preceding Calendar
Cycle.

     (b)  On each day when Receivables are purchased by Buyer from a Seller
pursuant to Article I, the "Purchase Price" to be paid to such Seller on such
day for the Purchased Receivables and Related Purchased Assets that are to be
sold by such Seller on such day shall be determined in accordance with the
following formula:

     PP     =     AUB x PPP

     where:

     PP     =     the aggregate Purchase Price for the Purchased Receivables
                  and Related Purchased Assets to be purchased from such
                  Seller on such day.

     AUB     =    the Aggregate Unpaid Balance of the Purchased Receivables
                  that are to be purchased from such Seller on such day.
                  "Aggregate Unpaid Balance" shall mean (i) for purposes of
                  calculating the Purchase Price to be paid to such Seller on
                  the First Issuance Date, the sum of the Unpaid Balance of
                  each Receivable generated by such Seller, as measured as at
                  the closing of such Seller's business on the Initial Cut-Off
                  Date, and (ii) for purposes of calculating the Purchase
                  Price on each Business Day thereafter, the sum of the Unpaid
                  Balance of each Receivable to be purchased from such Seller
                  on such day, calculated at the time of the Receivable's sale
                  to Buyer.

     PPP     =    the Purchase Price Percentage applicable to the Receivables
                  to be purchased from such Seller on such day, as determined
                  pursuant to Section 2.2.

     SECTION 2.2  Definitions and Calculations Related to Purchase Price
                  Percentage.     

     (a)  "Purchase Price Percentage" for the Receivables to be sold by a
Seller on any day during a Distribution Period shall mean the percentage
determined in accordance with the following formula:

     PPP     =    100% - (LP + PD)

     where:

     PPP     =    the Purchase Price Percentage in effect during such
                  Distribution Period. 

     LP      =    a loss percentage of three quarters of one percent (.75%)

     PD      =    a profit discount equal to one quarter of one percent
                  (.25%).


ARTICLE III
PAYMENT OF PURCHASE PRICE; SERVICING, ETC.

     SECTION 3.1  Purchase Price Payments.  (a)  On the First Issuance Date
and on the Business Day following each day on which any Receivables and
Related Purchased Assets are purchased by Buyer pursuant to Article I, on the
terms and subject to the conditions of this Agreement, Buyer shall pay to the
Sellers the Purchase Price for the Receivables and Related Purchased Assets
purchased on such day by Buyer from the Sellers by (i) making a cash payment
to the Sellers to the extent that Buyer has cash available to make the payment
pursuant to Section 3.3 and (ii) if the Purchase Price to be paid for the
Receivables and Related Assets of any Seller exceeds the amount of any cash
payment for the account of such Seller on such day pursuant to clause (i), by
automatically increasing the principal amount outstanding under the relevant
Buyer Notes by the amount of the excess (or at the option of the Parent, if
and to the extent it shall become a Seller (as evidenced by notice to Initial
Collection Agent if the Initial Collection Agent is other than the Parent),
and only in the case of the Parent, when and if it shall become a Seller, such
excess shall be deemed to have been contributed to Buyer by the Parent as a
capital contribution).

     The obligation of Buyer to pay the Purchase Price for Receivables that
has been deferred pursuant to the preceding paragraph shall be evidenced by
Buyer Notes. Each Seller agrees that, prior to the Seller Maturity Date, Buyer
shall be required to make payments in respect of the payment obligations
evidenced by the Buyer Notes only to the extent that it has cash available
under Section 3.3.

     (b) On the last day of each Calendar Cycle, the "Noncomplying Receivables
Adjustment" for each Seller shall be equal to the difference (whether the
difference is positive or negative) between (i) the aggregate Seller
Noncomplying Receivables Adjustments in respect of such Seller, if any, for
the immediately preceding Calendar Cycle, as shown in the Periodic Report for
such Calendar Cycle, as such amount is determined pursuant to Section 3.5,
minus (ii) the amount of the payments (if any) that Buyer shall have received
during such Calendar Cycle from such Seller on account of any Seller
Noncomplying Receivables that had been the subject of an earlier Seller
Noncomplying Receivables Adjustment. If the Noncomplying Receivables
Adjustment for any Seller is positive for any Calendar Cycle, Buyer shall
reduce the Purchase Price payable to such Seller on such day pursuant to
subsection (a) above by the amount of the Noncomplying Receivables Adjustment.
If instead the Noncomplying Receivables Adjustment for any Seller is negative
for any Calendar Cycle, Buyer shall increase the Purchase Price payable to
such Seller pursuant to subsection (a) above on such day by the amount of the
Noncomplying Receivables Adjustment.

     (c)  If for any Calendar Cycle the Seller Noncomplying Receivables
Adjustments in respect of any Seller (as determined pursuant to Section 3.5),
less any amounts in clause (b)(ii) relating to such Seller's Receivables,
exceeds the Purchase Price payable by Buyer to such Seller pursuant to
subsection (a) above on such day, or if such day falls on or after the
Purchase Termination Date, then the principal amount of such Seller's Buyer
Note shall be reduced automatically by the amount of such excess.

     (d)  If, on any day prior to the Purchase Termination Date, the principal
amount of a Seller's Buyer Note is zero and such Seller is not a Terminating
Seller, then the amount of the excess of the Seller Noncomplying Receivables
Adjustments in respect of such Seller (as determined pursuant to Section 3.5),
less any amounts in clause (b)(ii) relating to such Seller's Receivables, on
such day over the Purchase Price payable by Buyer to Initial Collection Agent
(for the account of such Seller) on such day pursuant to subsection (a) above
(the "Purchase Price Credit") shall be credited against the Purchase Price
payable by Buyer for subsequent Purchases of Receivables and Related Assets of
such Seller by Buyer. If any such Purchase Price Credit has not been fully
applied on or prior to the tenth Business Day (or a mutually agreed upon
earlier day) after the creation of such Purchase Price Credit, then, on the
Business Day that follows the end of the tenth Business Day (or shorter)
period, such Seller shall pay to Buyer in cash the remaining unapplied amount
of the Purchase Price Credit.

     (e)  If, on any day on or after the Purchase Termination Date, or, with
respect to any Seller, the date such Seller becomes a Terminating Seller, the
principal amount of any Seller's Buyer Note has been reduced to zero, an
amount equal to the Seller Noncomplying Receivables Adjustments, if any, in
respect of such Seller (as determined pursuant to Section 3.5), less any
amounts in clause (b)(ii) relating to such Seller's Receivables, shall be paid
by such Seller to Buyer in cash on the next succeeding Business Day.

     (f)  If, on any day, the amounts, if any, relating to any Seller's
Receivables pursuant to clause (b)(ii) above exceeds the Seller Noncomplying
Receivables Adjustments, if any, in respect of such Seller (as determined
pursuant to Section 3.5) for such day, then Buyer shall either (i) pay Initial
Collection Agent (for the account of such Seller) in cash the amount of such
excess, or (ii) if Buyer does not have sufficient cash to pay such amount in
full, increase the principal amount of such Seller's Buyer Note by the amount
of such excess that is not paid in cash to Initial Collection Agent.

     (g)  Amounts received by the Initial Collection Agent pursuant to this
Section 3.1 shall be allocated among the Sellers in accordance with Section
3.3, and the Seller Noncomplying Receivables Adjustments in respect of each
such Seller (as determined pursuant to Section 3.5). The Initial Collection
Agent shall maintain a bookkeeping account (the "Seller Account") for purposes
of tracking:

          (i)  the Purchase Price payable to each Seller in respect of
Receivables sold by it to Buyer (including the extent to which cash and
non-cash payments made by Buyer should be allocated to each Seller),

          (ii)  the extent to which such Purchase Price should be reduced on
account of such Seller's Seller Noncomplying Receivables Adjustments
(including any allocation of a Purchase Price Credit),

          (iii)  if a Seller makes cash payments in respect of the
Noncomplying Receivables (including any payment in respect of a Purchase Price
Credit), the obligation of each other Seller to reimburse such Seller for its
proportionate share thereof,

          (iv)  if Purchase Price payments attributable to a Seller's
Receivables have been reduced on account of another Seller's Seller
Noncomplying Receivables Adjustment, the obligation of such other Seller to
reimburse the Seller subject to such reduction,

          (v)  the extent to which payments (whether cash or non-cash) by
Buyer in respect of a negative Noncomplying Receivables Adjustment should be
allocated to each Seller, and

          (vi)  cash payments made to and by each Seller in respect of the
items described above.

     The Initial Collection Agent shall maintain sufficient records with
respect to the Seller Account such that, on any day, it would be able to
calculate each of the items set forth above. Intercompany accounts among
Sellers resulting from the items described above will be settled in accordance
with the intercompany cash management system customarily employed by the
Parent and its Subsidiaries.

     SECTION 3.2  The Buyer Notes.    On the First Issuance Date, Buyer will
deliver to each Seller a promissory note, substantially in the form of Exhibit
A, payable to the order of such Seller (each such promissory note, as the same
may be amended, amended and restated, supplemented, endorsed or otherwise
modified from time to time, together with any promissory note issued from time
to time in substitution therefor or renewal thereof in accordance with the
Transaction Documents, being herein called a "Buyer Note"), that is
subordinated to all amounts payable by the Buyer to the Purchasers pursuant to
the Receivables Sale Agreement. Each Buyer Note is payable in full on the date
(the "Seller Maturity Date") that is one year and one day after the date on
which all Investments (as defined in the Receivables Sale Agreement) and other
amounts then due and owing by the Buyer to the Purchasers under the
Transaction Documents have been paid in full.  Buyer may prepay all or part of
the outstanding balance of any Buyer Note from time to time without any
premium or penalty, unless the prepayment would result in a default in Buyer's
payment of any other amount required to be paid by it under any Transaction
Document. By its execution of this Agreement, the Parent acknowledges receipt
of the Buyer Notes made in favor of the Sellers which on the First Issuance
Date are party hereto.

     (b)  The Initial Collection Agent (or its designee) shall hold all Buyer
Notes for the benefit of the Sellers and shall make all appropriate
recordkeeping entries with respect to the Buyer Notes or otherwise to reflect
the payments on and adjustment of the Buyer Notes. The Initial Collection
Agent's books and records shall constitute rebuttable presumptive evidence of
the principal amount of and accrued interest on each Buyer Note at any time.
Each Seller hereby irrevocably authorizes and directs the Initial Collection
Agent to mark its Buyer Note "CANCELLED" and return it to Buyer upon the final
payment thereof.

     SECTION 3.3  Application of Collections and Other Funds.  If, on any day,
Buyer (or, the Initial Collection Agent, on behalf of the Buyer) receives (i)
proceeds of transfers pursuant to the Receivables Sale Agreement or (ii)
Collections on Receivables that are not allocable to the Sold Interest
pursuant to the Receivables Sale Agreement, Buyer shall apply the funds as
follows:

          (a)  first, to pay its existing expenses and to set aside funds for
the payment of expenses that are then accrued (in each case to the extent such
expenses are permitted to exist under the Receivables Sale Agreement),

          (b)  second, to pay the Purchase Price pursuant to Section 3.1 for
Receivables and Related Assets purchased by Buyer from the Sellers on such day
(in the case of the First Issuance Date) or the next preceding Business Day,
such payment to be made on a pro rata basis to the Seller based on the
Purchase Price then payable to each such Seller, and

          (c)  third, (A) to pay amounts owed by Buyer to the Sellers under
the Buyer Notes on a pro rata basis based on the then unpaid principal balance
of the Buyer Notes, (B) to pay amounts to the Sellers owed pursuant to Section
3.1(f) on a pro rata basis based on the then unpaid amounts owing to all
Sellers pursuant to Section 3.1(f), or (C) to declare and pay dividends to the
Parent to the extent permitted by law.

     SECTION 3.4  Servicing of Receivables and Related Assets.  Consistent
with Buyer's ownership of the Receivables and the Related Assets, as between
the parties to this Agreement, Buyer shall have the sole right to service,
administer and collect the Receivables and to assign and/or delegate the right
to others. Without limiting the generality of Section 10.11, each Seller
hereby acknowledges and agrees that Buyer shall assign to the Purchaser the
rights and interests of Buyer hereunder and agrees to cooperate fully with the
Initial Collection Agent (and any successor thereto appointed in accordance
with the Receivables Sale Agreement), the Agent and the Purchasers in the
exercise of such rights.

     SECTION 3.5  Adjustments for Noncomplying Receivables.  If at any time
any of the Buyer, Initial Collection Agent, the Agent, any of the Purchasers,
or a Seller shall determine that any of the representations and warranties
made by the related Seller in Section 5.1 with respect to any Receivable
originated by such Seller was not true on the date of the purchase thereof by
Buyer or the date of contribution thereof to Buyer, such Seller shall be
deemed to have received on the date of such determination a Collection of the
Receivable in an amount equal to the Unpaid Balance of the Receivable (the sum
of all such amounts for such Seller on any day being called the "Seller
Noncomplying Receivables Adjustment" for such Seller for such day), and such
Seller Noncomplying Receivables Adjustment shall be settled in the manner
provided for in Section 3.1.

     SECTION 3.6  Payments and Computations Etc.  (a)  All amounts to be paid
by a Seller to Buyer hereunder shall be paid in accordance with the terms
hereof no later than 1:00 p.m., New York City time, on the day when due in
Dollars in immediately available funds to an account that Buyer shall from
time to time specify in writing. Payments received by Buyer after such time
shall be deemed to have been received on the next Business Day. In the event
that any payment becomes due on a day that is not a Business Day, then the
payment shall be made on the next Business Day. Each Seller shall, to the
extent permitted by law, pay to Buyer, on demand, interest on all amounts not
paid when due hereunder at 2% per annum above the interest rate on the
applicable Buyer Note in effect on the date the payment was due; provided,
however, that the interest rate shall not at any time exceed the maximum rate
permitted by applicable law. All computations of interest payable hereunder
shall be made on the basis of a year of 360 days for the actual number of days
(including the first but excluding the last day) elapsed.

     (b)  All amounts to be paid by Buyer to a Seller hereunder shall be paid
to Initial Collection Agent (for the account of the applicable Seller) no
later than 2:00 p.m., New York City time, on the day when due in Dollars in
immediately available funds to an account that the Initial Collection Agent
shall from time to time specify in writing. Payments received by Initial
Collection Agent after such time shall be deemed to have been received on the
next Business Day. Initial Collection Agent shall promptly remit payments
received by it in immediately available funds to such account as the
applicable Seller shall from time to time specify in writing. In the event
that any payment becomes due on a day that is not a Business Day, then such
payment shall be made on the next Business Day.


ARTICLE IV
CONDITIONS TO PURCHASES

     SECTION 4.1  Conditions Precedent to Initial Purchase.  The initial
purchase hereunder is subject to the conditions precedent that (i) each of the
conditions precedent to the execution, delivery and effectiveness of each
other Transaction Document (other than a condition precedent in any other
Transaction Document relating to the effectiveness of this Agreement) shall
have been fulfilled to the satisfaction of Buyer, and (ii) Buyer shall have
received (or in the case of subsection (f) below, shall have delivered) each
of the following, on or before the First Issuance Date, each (unless otherwise
indicated) dated the date hereof or the First Issuance Date and each in form
and substance satisfactory to Buyer:

          (a)  Seller Assignment Certificates.  A Seller Assignment
Certificate from each Seller, duly completed, executed and delivered by such
Seller,

          (b)  Resolutions.  A copy of the resolutions of the Board of
Directors of each Seller approving this Agreement and the other Transaction
Documents to be delivered by it hereunder and the transactions contemplated
hereby and thereby and addressing such other matters as may be required by
Buyer, certified by its Secretary or Assistant Secretary, each as of a recent
date acceptable to Buyer,

          (c)  Good Standing Certificate of each Seller.  A good standing
certificate for each Seller, issued as of a recent date by the Secretary of
State of the jurisdiction of its incorporation,

          (d)  Incumbency Certificate.  A certificate of the Secretary or
Assistant Secretary of each Seller certifying, as of a recent date reasonably
acceptable to Buyer, the names and true signatures of the officers authorized
on such Seller's behalf to sign the Transaction Documents to be delivered by
such Seller (on which certificate Buyer, the Agent and the Initial Collection
Agent may conclusively rely until such time as Buyer shall receive from such
Seller (with a copy to the Agent and the Initial Collection Agent), a revised
certificate meeting the requirements of this subsection),

          (e)  Other Transaction Documents.  Original copies, executed by each
of the parties thereto in such reasonable number as shall be specified by
Buyer, of each of the other Transaction Documents to be executed and delivered
in connection herewith, and

          (f)  Buyer Notes.  The Buyer Notes, executed by Buyer.

     SECTION 4.2  Certification as to Representations and Warranties.  Each
Seller, by accepting the Purchase Price paid for each Purchase, shall be
deemed to have certified, with respect to the Receivables and Related Assets
to be sold by it on such day, that its representations and warranties
contained in Article V are true and correct on and as of such day, with the
same effect as though made on and as of such day.

     SECTION 4.3  Effect of Payment of Purchase Price.  Upon the payment of
the Purchase Price (whether in cash or by an increase in a Buyer Note in each
case pursuant to Section 3.1) for any Purchase, title to the Receivables and
the Related Assets included in the Purchase shall vest in Buyer, whether or
not the conditions precedent to the Purchase were in fact satisfied; provided,
however, that Buyer shall not be deemed to have waived any claim it may have
under this Agreement for the failure by a Seller in fact to satisfy any such
condition precedent.


ARTICLE V
REPRESENTATIONS AND WARRANTIES

     SECTION 5.1  Representations and Warranties of the Sellers.  In order to
induce Buyer to enter into this Agreement and to make purchases hereunder,
each Seller hereby makes, with respect to itself, the representations and
warranties set forth in this section at the times and to the extent set forth
in Section 4.2 (it being understood that only the Parent makes the
representations and warranties set forth below with respect to the Contributed
Receivables, if any, and Related Assets with respect thereto).

          (a)  Corporate Existence and Power.  The Seller is a corporation
duly organized, validly existing and in good standing under the laws of its
state of incorporation and has all corporate power and authority and all
governmental licenses, authorizations, consents and approvals required to
carry on its business in each jurisdiction in which its business is now
conducted, except where failure to obtain such license, authorization, consent
or approval would not have a material adverse effect on (i) its ability to
perform its obligations under, or the enforceability of, any Transaction
Document, (ii) its business or financial condition, (iii) the interests of the
Agent or any Purchaser under any Transaction Document or (iv) the
enforceability or collectibility of any Receivable.

          (b)  Corporate Authorization and No Contravention.  The execution,
delivery and performance by the Seller of each Transaction Document to which
it is a party (i) are within its corporate powers, (ii) have been duly
authorized by all necessary corporate action, (iii) do not contravene or
constitute a default under (A) any applicable law, rule or regulation, (B) its
or any Subsidiary's charter or by-laws or (C) any agreement, order or other
instrument to which it or any Subsidiary is a party or its property is subject
and (iv) will not result in any Adverse Claim on any Receivable or Collection
or give cause for the acceleration of any indebtedness of the Seller or any
Subsidiary.

          (c)   [Reserved]

          (d)  Valid Sale; Reasonably Equivalent Value.  Each sale of
Receivables and Related Assets made by such Seller pursuant to this Agreement,
and each contribution of Receivables and Related Assets made to Buyer pursuant
to this Agreement, shall constitute a valid transfer and assignment of all of
such Seller's right, title and interest in, to and under such Receivables and
the Related Assets of such Seller to Buyer that is perfected and of first
priority under the UCC and otherwise, enforceable against creditors of, and
purchasers from, such Seller and free and clear of any Adverse Claim (other
than any Permitted Adverse Claim or any Adverse Claim arising solely as a
result of any action taken by Buyer hereunder or by the Agent under the
Receivables Sale Agreement); Each such sale, and/or contribution, has been
made for "reasonably equivalent value" (as such term is used in Section 548 of
the Bankruptcy Code) and not for or on account of "antecedent debt" (as such
term is used in Section 547 of the Bankruptcy Code) owed by such Originator to
the Seller.

          (e)  Binding Effect.  Each Transaction Document to which the Seller
is a party constitutes the legal, valid and binding obligation of the Seller
enforceable against the Seller  in accordance with its terms, except as
limited by bankruptcy, insolvency, or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally and subject to general principles of equity.

          (f)  Litigation and Other Proceedings.  Except as described in
Schedule 1, there are no actions, suits or other proceedings (including
matters relating to environmental liability) pending or, to the knowledge of
Seller, threatened against or affecting the Seller or any Subsidiary, or any
of their respective properties, that (i) if adversely determined (individually
or in the aggregate), may have a material adverse effect on the financial
condition of the Seller or any Subsidiary or on the collectibility of the
Receivables or (ii) involve any Transaction Document or any transaction
contemplated thereby.  None of the Seller or any Subsidiary is in default of
any contractual obligation or in violation of any order, rule or regulation of
any Governmental Authority, which default or violation may have a material
adverse effect upon (i) the financial condition of the Seller and its
Subsidiaries taken as a whole or (ii) the collectibility of the Receivables.

           (g)  Approvals.  All authorizations, consents, filings, orders and
approvals of, or other action by, any Governmental Authority or other Person
that are required to be obtained by such Seller, and all notices to and
filings with any Governmental Authority or other Person that are required to
be made by it, in the case of each of the foregoing in connection with the
conveyance of Receivables and Related Assets or the due execution, delivery
and performance by such Seller of this Agreement, such Seller's Seller
Assignment Certificate or any other Transaction Document to which it is a
party and the consummation of the transactions contemplated by this Agreement,
have been obtained or made and are in full force and effect, except where the
failure to obtain or make any such authorization, consent, order, approval,
action, notice or filing, individually or in the aggregate for all such
failures, would not reasonably be expected to have a Material Adverse Effect.

          (h)  Bulk Sales Act.  No transaction contemplated by this Agreement
or any other Transaction Document requires compliance with, or will be subject
to avoidance under, any bulk sales act or similar law.

          (i) No Material Adverse Change.  Since December 27, 1997, there has
been no material adverse change in (i) the collectibility of the Receivables,
or (ii) the Seller's financial condition or (iii) the Seller's ability to
perform its obligations under any Transaction Document.

          (j)  Margin Regulations.  No use of any funds obtained by such
Seller under this Agreement will conflict with or contravene any of
Regulations G, T, U and X promulgated by the Federal Reserve Board from time
to time.

          (k)  Quality of Title.  

               (i)  Immediately before each purchase to be made by Buyer
hereunder and (in the case of the Parent) each contribution to be made
hereunder to Buyer, each Receivable and Specified Asset of such Seller that is
then to be transferred to Buyer thereunder, and the related contracts, shall
be owned by such Seller free and clear of any Adverse Claim (other than any
Permitted Adverse Claim or any Adverse Claim arising solely as the result of
any action taken by Buyer hereunder or by the Agent under the Receivables Sale
Agreement); provided that the existence of an Adverse Claim that is released
on the First Issuance Date shall not constitute a breach of this
representation and warranty; and such Seller shall have made all UCC filings
and shall have taken all other action under applicable law in each relevant
jurisdiction in order to protect and perfect the ownership interest of Buyer
and its successors in the Receivables and Related Assets against all creditors
of, and purchasers from, such Seller.

               (ii)  Whenever Buyer makes a purchase hereunder from such
Seller or (in the case of the Parent) accepts a contribution hereunder from
such Seller, it shall have acquired a valid and perfected first priority
ownership interest in each Receivable and other Specified Asset, free and
clear of any Adverse Claim (other than any Permitted Adverse Claim or any
Adverse Claim arising solely as the result of any action taken by Buyer
hereunder or by the Agent under the Receivables Sale Agreement).

               (iii)  No effective UCC financing statement or other instrument
similar in effect that covers all or part of any Receivable originated by such
Seller, any interest therein or any other Specified Asset with respect thereto
is on file in any recording office except (x) such as may be filed (A) in
favor of such Seller in accordance with the related contracts, (B) in favor of
Buyer pursuant to this Agreement and (C) in favor of the Agent, in accordance
with the Receivables Sale Agreement and (y) such as may have been identified
to Buyer prior to the First Issuance Date and UCC termination statements (or
appropriate releases releasing any Receivables and Related Assets described
therein) relating to which have been filed and recorded on or prior to the
First Issuance Date. No effective financing statement or instrument similar in
effect relating to perfection that covers any inventory of such Seller that
might give rise to Receivables is on file in any recording office.

               (iv)  No Purchase by Buyer from such Seller (and, in the case
of the Parent, no capital contribution to Buyer, whether or not made in
connection with a Purchase) constitutes a fraudulent transfer or fraudulent
conveyance under the United States Bankruptcy Code or applicable state
bankruptcy or insolvency laws or is otherwise void or voidable or subject to
subordination under similar laws or principles or for any other reason.

               (v)  Each Purchase by Buyer from such Seller constitutes a true
and valid sale of the Receivables and Related Assets under applicable state
law and true and valid assignments and transfers for consideration (and not
merely a pledge of the Receivables and Related Assets for security purposes),
enforceable against the creditors of such Seller, and no Receivables or
Related Assets transferred to Buyer hereunder shall constitute property of
such Seller.

          (l)  Eligible Receivables.  On the date of each Daily Report or
Periodic Report that identifies a Receivable originated by such Seller as an
Eligible Receivable, such Receivable exists and is an Eligible Receivable.

          (m)  Accuracy of Information.  All information furnished by the
Seller or any Affiliate thereof to the Buyer, the Agent or any Purchaser in
connection with any Transaction Document, or any transaction contemplated
thereby, is true and accurate in all material respects (and is not incomplete
by omitting any information necessary to prefect such information from being
materially misleading, in each case on the date the statement was made and in
light of the circumstances under which the statements were made or the
information was furnished.

          (n)  Offices.  (i)  The principal place of business and chief
executive office of such Seller is located at the address set forth under such
Seller's signature hereto, and have been located at such address since six
months prior to the First Issuance Date, and (ii) any other location in which
such Seller keeps (or has kept during the past four months) Records related to
the Receivables or Related Assets (and all original documents relating
thereto) is specified in Schedule 3 (or in the case of each of clause (i) and
clause (ii), at such other locations, notified to the Initial Collection Agent
and the Agent in accordance with Section 6.1(f), in jurisdictions where all
action required pursuant to Section 7.3 has been taken and completed).

          (o)  Account Banks and Payment Instructions.  The names and
addresses of all the banks, together with the account numbers of the accounts
at such banks (and all related lockboxes and post office boxes), into which
Collections are paid as of the First Issuance Date have been accurately
identified to Buyer, the Purchaser and the Agent. Such Seller has instructed
all Obligors to submit all payments on the Receivables and Related Assets
directly to one of the Lockboxes or Lockbox Accounts.  The Lockbox Agreements
to which such Seller is a party constitute the legal, valid and binding
obligations of the parties thereto in accordance with their respective terms
subject to applicable bankruptcy, reorganization, insolvency, moratorium and
other laws affecting creditors' rights generally and general equitable
principles. The Seller has delivered a copy of all Lockbox Agreements to the
Agent.  The Seller has not granted any interest in any Lockbox or Lockbox
Account to any Person other than the Agent and, upon delivery to a Lockbox
Bank of the related Lockbox Letter, the Agent will have exclusive ownership
and control of the Lockbox Account at such Lockbox Bank.

          (p)  Compliance with Applicable Laws.  Such Seller is in compliance
with the requirements of all applicable laws, rules, regulations and orders of
all Governmental Authorities (federal, state, local or foreign, and including
environmental laws), a violation of any of which, individually or in the
aggregate for all such violations, would have a substantial likelihood of
having a Material Adverse Effect.
          (q)  Legal Names.  Except as set forth in Schedule 4, since 1993 (i)
such Seller has not been known by any legal name other than its corporate name
as of the date hereof (which corporate name is set forth on its signature page
hereto, except to the extent permitted otherwise pursuant to Section 6.3(e),
and (ii) such Seller has not been the subject of any merger or other corporate
reorganization that resulted in a change of name, identity or corporate
structure. Such Seller uses no trade names other than its actual corporate
name and the trade names set forth in Schedule 4.

          (r)  Investment Company Act; Public Utility Holding Company Act. 
Neither such Seller nor any of such Seller's Subsidiaries is (i) an
"investment company", or controlled by an "investment company", registered or
required to be registered under the Investment Company Act of 1940, as amended
or (ii) a "holding company", or a "subsidiary company" or an "affiliate" of a
"holding company" within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

          (s)  Taxes.  Such Seller has filed or caused to be filed all tax
returns and reports required by law to have been filed by it and has paid all
taxes, assessments and governmental charges thereby shown to be owing, except
any such taxes, assessments or charges (i) that are being diligently contested
in good faith by appropriate proceedings, (ii) for which adequate reserves in
accordance with GAAP shall have been set aside on its books and (iii) with
respect to which no Adverse Claim, except Permitted Adverse Claims, has been
imposed upon any Receivables or Related Assets.

          (t)  Pension Plans.  Each Pension Plan or employee benefit plan as
to which such Seller has liability complies in all material respects with
applicable laws and regulations (except where failure to comply would not give
rise to a Material Adverse Effect), no steps have been taken to terminate any
Pension Plan and no contribution failure with respect thereto sufficient to
give rise to an Adverse Claim in favor of the PBGC has occurred. No condition
exists or event or transaction has occurred with respect to any Pension Plan
which could result in the incurrence by such Seller of any liability, fine or
penalty which could have a Material Adverse Effect.

          (u) Credit and Collection Policy.  A true, complete and correct copy
of the Credit and Collection Policy utilized by the Seller in the origination
of its Receivables is set forth as Schedule 2 hereto.

          (v)  Ownership.  All of the issued and outstanding capital stock of
such Seller is owned, directly or indirectly, by the Parent.

          (w)  Year 2000 Compliance.  The Seller has reviewed the areas within
its business and operations which could be adversely affected by, and have
developed or are developing a program to address on a timely basis, the "Year
2000 Problem"  (that is, the risk that computer applications used by such
Person and its Subsidiaries may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any date on or
after December 31, 1999), and have made related appropriate inquiry of
material suppliers and vendors.  Based on such review and program the Seller
believes that the "Year 2000 Problem" will not have a material adverse effect
on such Seller.

          (x)  Certain Financial Matters.  Such Seller is not in financial
difficulty, is not having trouble paying its accounts payable and is current
in the payment thereof (including in respect of amounts payable by such Seller
to suppliers of produce and other agricultural commodities to such Seller).

     SECTION 5.2  Representations and Warranties of Buyer.  From the date
hereof until the Purchase Termination Date, Buyer hereby represents and
warrants that (a)(i) this Agreement has been duly authorized, executed and
delivered by Buyer and (ii) constitutes the legal, valid and binding
obligation of Buyer, enforceable against it in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law, and (b) the
execution, delivery and performance of this Agreement does not violate any
applicable law or any agreement to which Buyer is a party or by which its
properties are bound.


ARTICLE VI
GENERAL COVENANTS OF THE SELLERS

     SECTION 6.1  Affirmative Covenants. From the First Issuance Date until
the first day following the Purchase Termination Date on which all Obligations
of the Sellers under the Transaction Documents shall have been finally and
fully paid and performed, unless the Agent (as assignee of Buyer) shall
otherwise give its prior written consent, each Seller hereby agrees that it
will perform the covenants and agreements set forth in this section.

          (a)  Compliance with Laws, Etc. The Seller will comply, and will
cause each Subsidiary to comply, with all laws, regulations, judgments and
other directions or orders imposed by any Governmental Authority to which such
Person or any Receivable or Collection may be subject.

          (b)  Preservation of Corporate Existence. The Seller will perform,
and will cause each Subsidiary to perform, all actions necessary to remain
duly incorporated, validly existing and in good standing in its jurisdiction
of incorporation and to maintain all requisite authority to conduct its
business in each jurisdiction in which it conducts business.

          (c)  Receivables Reviews. The Seller will furnish to the Buyer, the
Agent and the Purchasers such information concerning the Receivables as the
Agent or a Purchaser may reasonably request and as may be generated by the
then existing data processing capacity of the Seller.  The Seller will permit,
at any time during regular business hours, the Agent or any Purchaser (or any
representatives thereof), once per year or at anytime after the occurrence of
a Termination Event (at the expense of the Seller) or at any other time (at
the expense of the Agent or such Purchaser (as applicable)) (i) to examine and
make copies of all Records, (ii) to visit the offices and properties of the
Seller for the purpose of examining the Records and (iii) to discuss matters
relating hereto with any of the Seller's officers, directors, employees or
independent public accountants having knowledge of such matters. Once a year,
the Agent may (at the expense of the Seller) have an independent public
accounting firm conduct an audit of the Records or make test verifications of
the Receivables and Collections. 

          (d)  Keeping of Records and Books of Account.  The Seller will have
and maintain (A) administrative and operating procedures including an ability
to recreate Records if originals are destroyed), (B) adequate facilities,
personnel and equipment and (C) all Records and other information necessary or
advisable for collecting the Receivables (including Records adequate to permit
the immediate identification of each new Receivable and all Collections of,
and adjustments to, each existing Receivable). The Seller will give each of
the Buyer and the Agent prior notice of any material change in such
administrative and operating procedures.

          (e)  Performance and Compliance with Receivables and Contracts. Such
Seller will, at its expense, timely and fully perform and comply with all
provisions, covenants and other promises required to be observed by it under
the contracts of such Seller related to the Receivables and Related Assets, in
each case to the extent failure to perform or comply, individually or in the
aggregate for all such failures, would have a substantial likelihood of having
a Material Adverse Effect.

          (f)  Location of Records and Offices.  Such Seller keeps (i) its
principal place of business and chief executive office at the address set
forth under such Seller's signature hereto, and (ii) the offices where it
maintains all Records related to the Receivables and the Related Assets (and
all original documents relating thereto) at the addresses referred to in
Schedule 3 (or, in the case of each of clause (i) and clause (ii), upon not
less than 30 days' prior written notice given by such Seller to Buyer and the
Agent at such other locations in jurisdictions where all action required by
Section 7.3 shall have been taken and completed).

          (g)  Credit and Collection Policies. Such Seller will comply in all
material respects with its Credit and Collection Policy in regard to each
Receivable of such Seller and the Related Assets and the contracts related to
each such Receivable.

          (h)  Separate Corporate Existence of Buyer.  Such Seller hereby
acknowledges that the Buyer is entering into the transactions contemplated by
the Transaction Documents in reliance upon Buyer's identity as a legal entity
separate from such Seller.  Therefore, such Seller will take all reasonable
steps to continue their respective identities as separate legal entities and
to make it apparent to third Persons that each is an entity with assets and
liabilities distinct from those of Buyer and that Buyer is not a division of
the Initial Collection Agent, such Seller, the Parent or any other Person.
Without limiting the foregoing, each Seller will operate, conduct their
respective businesses and otherwise act in a manner which is consistent with
the factual assumptions in each of the opinions of Thacher Proffitt & Wood
dated the First Issuance Date regarding certain substantive consolidation and
true sale issues.

          (i)  Payment Instructions to Obligors. Such Seller will instruct all
Obligors to submit all payments either (i) to one of the Lockboxes for deposit
in a Lockbox Account or (ii) directly to one of the Lockbox Accounts. 

          (j)  Segregation of Collections.  Such Seller shall use reasonable
efforts to minimize the deposit of any funds other than Collections into any
of the Transaction Accounts and, to the extent that any such funds
nevertheless are deposited into any of the Transaction Accounts, shall
promptly identify any such funds, or shall cause the funds to be so
identified, to Buyer, the Initial Collection Agent and the Agent (following
which notice, Buyer shall cause the Initial Collection Agent to return all the
funds to such Seller).

          (k)  Identification of Eligible Receivables.  Such Seller will
establish and maintain such procedures as are necessary for determining no
less frequently than each Business Day whether each Receivable qualifies as an
Eligible Receivable, and for identifying, on any Business Day, all Receivables
to be sold on that date that are not Eligible Receivables.

          (l)  Accuracy of Information.  All written information furnished on
and after the First Issuance Date by or on behalf of such Seller to Buyer or
the Agent pursuant to or in connection with any Transaction Document or any
transaction contemplated herein or therein shall not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements made not misleading, in each case on the date the
statement was made and in light of the circumstances under which the
statements were made or the information was furnished.

          (m)  Taxes.  Such Seller shall file or cause to be filed, and cause
each Person with whom it shares consolidated tax liability to file, all
Federal, state and local tax returns that are required to be filed by it
(except where the failure to file such returns does not have a substantial
likelihood of having a Material Adverse Effect) and pay or cause to be paid
all taxes shown to be due and payable on taxes or assessments (except only
such taxes or assessments the validity of which are being contested in good
faith by appropriate proceedings and with respect to which such Seller shall
have set aside adequate reserves on its books in accordance with GAAP and
which proceedings do not have a substantial likelihood of having a Material
Adverse Effect).

          (n)  Software Licenses.  Such Seller shall cause all software
licenses or similar agreements used by the Sellers or Initial Collection Agent
in the origination or servicing of Receivables to expressly permit use by any
Successor Initial Collection Agent of the materials subject to such licenses
or agreements.

          (o)  Payment of Accounts Payable. Such Seller shall pay all of its
accounts payable in accordance with its normal business.

     SECTION 6.2  Reporting Responsibilities. From the First Issuance Date
until the first day following the Purchase Termination Date on which all
Obligations of the Sellers shall have been finally and fully paid and
performed under the Transaction Document, unless the Agent (as assignee of
Buyer) shall otherwise give its prior written consent, each Seller hereby
agrees that it will perform the covenants and agreements set forth in this
section.

          (a)      Financial Reporting. The Seller will, and will cause each
Subsidiary to, maintain a system of accounting established and administered in
accordance with GAAP and will furnish (or will cause to be furnished) to the
Agent and each Purchaser:

          (i)     Annual Financial Statements. Within 95 days after each
fiscal year of (A) the Parent, copies of the Parent's consolidated annual
audited financial statements (including a consolidated balance sheet,
consolidated statement of income and retained earnings and statement of cash
flows, with related footnotes) certified by Parent's firm of independent
certified public accountants and prepared on a consolidated basis in
conformity with GAAP, and (B) the Seller, the annual balance sheet and annual
profit and loss statement of the Seller certified by a Designated Financial
Officer thereof, in each case prepared on a consolidated basis in conformity
with GAAP as of the close of such fiscal year for the year then ended;

          (ii)     Quarterly Financial Statements. Within 50 days after each
(except the last) fiscal quarter of each fiscal year of (A) the Parent, copies
of its unaudited financial statements (including at least a consolidated
balance sheet as of the close of such quarter and statements of earnings and
sources and applications of funds for the period from the beginning of the
fiscal year to the close of such quarter) certified by a Designated Financial
Officer and prepared in a manner consistent with the financial statements
described in part (A) of clause (i) of this Section 5.1(a), and (B) the
Seller, the quarterly balance sheet and a profit and loss statement of the
Seller for the period from the beginning of such fiscal year to the close of
such quarter, in each case certified by a Designated Financial Officer thereof
and prepared in a manner consistent with part (B) of clause (i) of Section 5.
1 (a);

          (iii)     Officer's Certificate. Each time financial statements are
furnished pursuant to clause (i) or (ii) of Section 6.2 (a), a compliance
certificate (in substantially the form of Exhibit I to the Receivables Sale
Agreement) signed by a Designated Financial Officer, dated the date of such
financial statements;

          (iv)     Public Reports. Promptly upon becoming available, a copy of
each report or proxy statement filed by the Parent with the Securities
Exchange Commission or any securities exchange;

          (v)     Crompton & Knowles Credit Agreement Certificate. When
delivered to the banks party to the Crompton & Knowles Credit Agreement, a
copy of the certificates and schedules described in Section Sections
5.03(b)(i) and (ii) and 5.03(c)(i) and (ii) of the Crompton & Knowles Credit
Agreement; and

          (vi)     Other Information. With reasonable promptness, such other
information (including non-financial information) as may be reasonably
requested by the Agent or any Purchaser (with a copy of such request to the
Agent).

          (b)      Notices. Immediately upon becoming aware of any of the
following the Seller will notify the Agent and provide a description of:

          (i)     Potential Termination Events. The occurrence of any
Potential Termination Event;

          (ii)     Representations and Warranties. The failure of any
representation or warranty herein to be true (when made or at any time 

          (iii)     Downgrading. The downgrading, withdrawal or suspension of
any rating by any rating agency of any indebtedness of the Seller;

          (iv)     Litigation. The institution of any litigation, arbitration
proceeding or governmental proceeding reasonably likely to be material to the
Seller, any Subsidiary or the collectibility or quality of the Receivables;

          (v)     Judgments. The entry of any judgment or decree against the
Seller or any Subsidiary if the aggregate amount of all judgments then
outstanding against the Seller and the Subsidiaries exceeds $5,000,000; or

          (vi)     Changes in Business. Any change in, or proposed change in,
the character of the Seller's business that could impair the collectibility or
quality of any Receivable.

     SECTION 6.3  Negative Covenants.  From the First Issuance Date until the
first day following the Purchase Termination Date on which all Obligations of
the Sellers under the Transaction Documents shall have been finally and fully
paid and performed, unless the Agent (as assignee of Buyer) shall otherwise
give its prior written consent, each Seller hereby agrees that it will perform
the covenants and agreements set forth in this section.

          (a)  Sales, Liens, Etc.  Except as otherwise provided in the
Receivables Sale Agreement, such Seller will not (i)(A) sell, assign (by
operation of law or otherwise) or otherwise transfer to any Person, (B) pledge
any interest in, (C) grant, create, incur, assume or permit to exist any
Adverse Claim (other than Permitted Adverse Claims) to or in favor of any
Person upon or with respect to, or (D) cause to be filed any UCC financing
statement or equivalent document relating to perfection with respect to any
Transferred Asset or any contract related to any Receivable, or upon or with
respect to any lockbox or account to which any Collections of any such
Receivable or any Related Assets are sent or any interest therein, or (ii)
assign to any Person any right to receive income from or in respect of any of
the foregoing.

          In the event that such Seller fails to keep any Specified Assets
free and clear of any Adverse Claim (other than a Permitted Adverse Claim, any
Adverse Claims arising hereunder, and other Adverse Claims permitted by any
other Transaction Document), Buyer may (without limiting its other rights with
respect to such Seller's breach of its obligations hereunder) make reasonable
expenditures necessary to release the Adverse Claim. Buyer shall be entitled
to indemnification for any such expenditures pursuant to the indemnification
provisions of Article IX. Alternatively, Buyer may deduct such expenditures as
an offset to the Purchase Price owed to such Seller hereunder.

          Such Seller will not pledge or grant any security interest in the
Buyer Note or the capital stock of Buyer unless prior to any pledge or grant
such Seller, Buyer, the Agent and the Person for whose benefit the pledge or
grant is being made have entered into an Intercreditor Agreement reasonably
acceptable to the Agent.

          (b)  Extension or Amendment of Receivables; Change in Credit and
Collection Policy or Contracts.  Such Seller will not extend, amend, waive or
otherwise modify the terms of any Receivable or contract related thereto
except as permitted pursuant to Section 3.2(b) of the Receivables Sale
Agreement and subject to the limitation set forth in Section 1.5 of the
Receivables Sale Agreement. Such Seller shall not change the terms and
provisions of the Credit and Collection Policy in any material respect.

          (c)  Change in Payment Instructions to Obligors.  Such Seller will
not (i) add or terminate any bank as an Account Bank (or add or terminate any
related Lockbox or Bank Account) from those listed in the letter referred to
in Section 5.1(o) unless, prior to any such addition or termination, Buyer and
the Agent shall have received not less than ten Business Days' prior written
notice of the addition or termination and, not less than ten Business Days
prior to the effective date of any such proposed addition or termination,
Buyer and the Agent shall have received (A) counterparts of the applicable
type of Account Agreement with each new Account Bank, duly executed by such
new Account Bank and all other parties thereto and (B) copies of all other
agreements and documents signed by the Account Bank and such other parties
with respect to any new Bank Account and any new Lockbox, or (ii) make any
change in its instructions to Obligors, given in accordance with Section
5.1(o) regarding payments to be made by Obligors, other than changes in the
instructions that direct Obligors to make payments to another Lockbox or Bank
Account that in each case is subject to an Account Agreement.

          (d)  Mergers, Acquisitions, Sales, etc.  Except for (i) mergers or
consolidations in which such Seller is the surviving Person, (ii) mergers or
consolidations of a Subsidiary of the Parent into such Seller or (iii) mergers
or consolidations in which the surviving Person expressly assumes the
performance of this Agreement, such Seller will not be a party to any merger
or consolidation. Such Seller will give the Agent notice of any such permitted
merger or consolidation promptly following completion thereof. Such Seller
will not, directly or indirectly, transfer, assign, convey or lease, whether
in one transaction or in a series of transactions, all or substantially all of
its assets or sell or assign, with or without recourse, any Receivables or
Related Assets, in each case other than pursuant to this Agreement.

          (e)  Change in Name.  Such Seller will not (i) change its corporate
name or (ii) change the name under or by which it does business, in each case
unless such Seller shall have given Buyer, the Initial Collection Agent and
the Agent 30 days' prior written notice thereof and unless, prior to any
change in name, such Seller shall have taken and completed all action required
by Section 7.3.  The Seller will at all times maintain its chief executive
offices within a jurisdiction in the United States of America (other than in
the states of Florida, Maryland and Tennessee) in which Article 9 of the UCC
is in effect. If the Seller moves its chief executive office to a location
that imposes taxes, fees or other charges to perfect the Agent's and the
Purchasers' interests hereunder (as assignee of Buyer), the Seller will pay
all such amounts and any other costs and expenses incurred in order to
maintain the enforceability of the Transaction Documents and the interests of
the Agent and the Purchasers (as assignee of Buyer) in the Receivables and
Collections.

          (f)  Certificate of Incorporation.  Such Seller will not cause or
permit Buyer to amend its Certificate of Incorporation without the Agent's
prior written consent, which consent will not be unreasonably withheld or
delayed.

          (g)  Amendments to Transaction Documents.  Such Seller will not
amend or otherwise modify or waive any Transaction Document to which it is a
party unless the Agent (as assignee of Buyer) shall have given its prior
written consent to each amendment, modification or waiver.

          (h)  Accounting for Purchases.  Such Seller shall prepare its
financial statements in accordance with GAAP, and any financial statements
which are consolidated to include Buyer will contain footnotes stating that
such Seller has sold or contributed its Receivables to Buyer and that the
assets of Buyer will not be available to the Parent and its Subsidiaries
unless Buyer's liabilities have been paid in full. Such Seller shall not
prepare any financial statements that account for the transactions
contemplated in this Agreement in any manner other than as a sale of the
Purchased Assets by such Seller to Buyer, or in any other respect account for
or treat the transactions contemplated in this Agreement (including but not
limited to accounting and, where taxes are not consolidated, for tax reporting
purposes) in any manner other than as a sale of the Purchased Assets by such
Seller to Buyer.

ARTICLE VII
ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE SPECIFIED ASSETS

     SECTION 7.1  Rights of Buyer.  (a) Each Seller hereby authorizes Buyer,
the Initial Collection Agent and/or their respective designees to take any and
all steps in such Seller's name and on behalf of such Seller that Buyer, the
Initial Collection Agent and/or their respective designees determine are
reasonably necessary or appropriate to collect all amounts due under any and
all Specified Assets, including endorsing the name of such Seller on checks
and other instruments representing Collections and enforcing such Seller's
rights under such Specified Assets.

     (b)  Except as set forth in Section 3.1 with respect to Seller
Noncomplying Receivables, Buyer shall have no obligation to account for any
Specified Asset to any Seller. Buyer shall have no obligation to account for,
or to return Collections, or any interest or other finance charge collected
pursuant thereto, to any Seller, irrespective of whether such Collections and
charges are in excess of the Purchase Price for the Purchased Assets.

     (c)  Buyer shall have the unrestricted right to further assign, transfer,
deliver, hypothecate, subdivide or otherwise deal with the Specified Assets,
and all of Buyer's right, title and interest in, to and under this Agreement,
on whatever terms Buyer shall determine, pursuant to the Receivables Sale
Agreement or otherwise.

     (d)  Buyer shall have the sole right to retain any gains or profits
created by buying, selling or holding the Specified Assets and shall have the
sole risk of and responsibility for losses or damages created by such buying,
selling or holding.

     SECTION 7.2  Responsibilities of the Sellers.  Anything herein to the
contrary notwithstanding, each Seller hereby agrees:

          (a)  to deliver directly to the Initial Collection Agent (for
Buyer's account), within two Business Days after receipt and identification
thereof, any Collections that it receives, in the form so received, and agrees
that all such Collections shall be deemed to be received in trust for Buyer
and shall be maintained and segregated separate and apart from all other funds
and moneys of such Seller until delivery of such Collections to the Initial
Collection Agent,

          (b)  to perform all of its obligations hereunder and under the
contracts related to the Receivables and Related Assets to the same extent as
if the Receivables had not been sold hereunder, and the exercise by Buyer or
its designee or assignee of Buyer's rights hereunder or in connection herewith
shall not relieve such Seller from any of its obligations under the contracts
or Related Assets related to the Receivables,

          (c)  that it hereby grants to Buyer an irrevocable power of
attorney, with full power of substitution, coupled with an interest, to take
in the name of such Seller all steps necessary or advisable to endorse,
negotiate or otherwise realize on any writing or other right of any kind held
or transmitted by such Seller or transmitted or received by Buyer (whether or
not from such Seller) in connection with any Transferred Asset, and

          (d)  to the extent that such Seller does not own the computer
software that such Seller uses to account for Receivables, such Seller shall
provide Buyer and the Agent with such licenses, sublicenses and/or assignments
of contracts as Buyer or the Agent shall require with regard to all services
and computer hardware or software used by such Seller that relate to the
servicing of the Specified Assets.

     SECTION 7.3  Further Action Evidencing Purchases.  Each Seller agrees
that from time to time, at its expense, it will promptly, upon reasonable
request by Buyer, Initial Collection Agent or a Purchaser, execute and deliver
all further instruments and documents, and take all further action, in order
to perfect, protect or more fully evidence the purchase by Buyer or
contribution to Buyer of the Receivables and the Related Assets under this
Agreement, or to enable Buyer to exercise or enforce any of its rights under
any Transaction Document. Each Seller further agrees that from time to time,
at its expense, it will promptly, upon request, take all action that Buyer,
the Initial Collection Agent or the Agent may reasonably request in order to
perfect, protect or more fully evidence the purchase or contribution of the
Receivables and the Related Assets or to enable Buyer or the Agent (as the
assignee of Buyer) to exercise or enforce any of its rights hereunder or under
any other Transaction Document. Without limiting the generality of the
foregoing, upon the request of Buyer, each Seller will:

          (a)  execute and file such UCC financing or continuation statements,
or amendments thereto or assignments thereof, and such other instruments or
notices, as Buyer or the Agent may reasonably determine to be necessary or
appropriate, and

          (b)  mark the master data processing records evidencing the
Receivables with the following legend:
          "THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO CROMPTON &
          KNOWLES RECEIVABLES CORPORATION PURSUANT TO A RECEIVABLES PURCHASE
          AGREEMENT, DATED AS OF DECEMBER 11, 1998, AMONG CROMPTON & KNOWLES
          CORPORATION ("C&K") AS INITIAL COLLECTION AGENT AND SELLER, CERTAIN
          SUBSIDIARIES OF C&K, AS SELLERS, AND CROMPTON & KNOWLES RECEIVABLES
          CORPORATION."

     Each Seller hereby authorizes Buyer or its designee to file one or more
UCC financing or continuation statements, and amendments thereto and
assignments thereof, relative to all or any of the Receivables and Related
Assets of such Seller, in each case whether now existing or hereafter
generated by such Seller. Except for material performance obligations of such
Seller to any Obligor hereunder or under any contracts relating to such
Obligor, if (i) such Seller fails to perform any of its agreements or
obligations under this Agreement and does not remedy the failure within the
applicable cure period, if any, and (ii) Buyer in good faith reasonably
believes that the performance of such agreements and obligations is necessary
or appropriate to protect its interests under this Agreement, then Buyer or
its designee may (but shall not be required to) perform, or cause performance
of, such agreement or obligation and the reasonable expenses of Buyer or its
designee or assignee incurred in connection with such performance shall be
payable by such Seller as provided in Section 9.1.

     SECTION 7.4  Collection of Receivables; Rights of Buyer and Its
Assignees.  (a)  Each Seller hereby transfers to the Agent (as transferee of
Buyer's interest in the Specified Assets) the ownership of, and the exclusive
dominion and control over, each of the Bank Accounts and all related lockboxes
owned by such Seller, and such Seller hereby agrees to take any further action
that Buyer or the Agent may reasonably request in order to effect or complete
the transfer. Each Seller further agrees to use reasonable efforts to prevent
funds other than proceeds of the Specified Assets from being deposited in any
Bank Account.

     (b)  Each Seller shall, at the request of Buyer and at such Seller's
expense, promptly give notice of interest in the Receivables of the Obligor
and the Related Assets to each such Obligor and direct that payments be made
directly to the Agent or its designee, which notice shall be acceptable in
form and substance to Buyer.  In addition, each Seller hereby authorizes Buyer
to take any and all steps in such Seller's name and on its behalf that are
necessary or desirable, in the reasonable determination of Buyer, to collect
all amounts due under any and all Specified Assets, including endorsing such
Seller's name on checks and other instruments representing Collections and
enforcing the Specified Assets and the contracts related to the Receivables.


ARTICLE VIII
TERMINATION

     SECTION 8.1  Termination by the Sellers.  The Sellers may terminate all
of their agreements to sell Receivables hereunder to Buyer by giving Buyer and
the Agent not less than five Business Days' prior written notice of their
election not to continue to sell Receivables to Buyer (the "Termination of
Sale Notice"); provided that the Termination of Sale Notice must specify the
effective date of termination.
     SECTION 8.2  Automatic Termination.  (a)  The agreement of Buyer to
purchase Receivables from a Seller hereunder shall terminate automatically
upon (i) the first date on which an event specified in the definition of
Bankruptcy Event occurs as a result of a case or proceeding being filed
against such Seller, (ii) the first date on which Crompton & Knowles
Corporation fails to own and control, directly or indirectly, (A) in the case
of Crompton & Knowles Colors Incorporated, less than eighty percent (80%) of
the outstanding voting stock of such entity, or (B) in the case of all other
Sellers not covered by clause (A), one hundred percent (100%) of the
outstanding voting stock of such entity or (iii) the occurrence of a
Termination Event, as defined in the Receivables Sale Agreement as in effect
on the Closing Date.  The termination referred to in clauses (i) and (ii) of
the preceding sentence shall apply only to the relevant Seller and the
termination referred to in clause (iii) shall apply to all Sellers.

     (b)  If the Internal Revenue Service or the PBGC files one or more Tax or
ERISA Liens against the assets of Buyer or any Seller (including Receivables),
then (and for so long as such Tax or ERISA Liens remain in place) Buyer shall
not purchase any Receivables or Related Assets from such Seller (or from any
Seller if such Tax or ERISA Lien is filed against Buyer).

ARTICLE IX
INDEMNIFICATION

     SECTION 9.1  Indemnities by the Seller.  Without limiting any other
rights any Person may have hereunder or under applicable law, each Seller, on
a several basis, hereby indemnifies and holds harmless, on an after-Tax basis,
the Buyer, the Agent and each Purchaser and their respective officers,
directors, agents and employees (each an "Indemnified Party") from and against
any and all damages, losses, claims, liabilities, penalties, Taxes, costs and
expenses (including attorneys' fees and court costs) (all of the foregoing
collectively, the "Indemnified Losses") at any time imposed on or incurred  by
any Indemnified Party arising out of or otherwise relating to any Transaction
Document, the transactions contemplated thereby or the acquisition of any
portion of the Sold Interest, or any action taken or omitted by any of the
Indemnified Parties (including any action taken by the Agent as attorney-in-
fact for the Seller pursuant to Section 3.5(b)), whether arising by reason of
the acts to be performed by the Seller hereunder or otherwise, excluding only
Indemnified Losses to the extent (a) a final judgment of a court of competent
jurisdiction holds such Indemnified Losses resulted solely from gross
negligence or willful misconduct of the Indemnified Party seeking
indemnification, (b) solely due to the credit risk of the Obligor and for
which reimbursement would constitute recourse to the Seller for uncollectible
Receivables or (c) such Indemnified Losses include Taxes on, or measured by,
the overall net income of the Agent or any Purchaser computed in accordance
with the Intended Tax Characterization; provided, however, that nothing
contained in this sentence shall limit the liability of the Seller or limit
the recourse of each Indemnified Party to the Seller for any amounts otherwise
specifically provided to be paid by the Seller hereunder.  Without limiting
the foregoing indemnification, but subject to the limitations set forth in
clauses (a), (b) and (c) of the previous sentence, the Seller shall indemnify
each Indemnified Party for Indemnified Losses (including losses in respect of
uncollectible Receivables, regardless for these specific matters whether
reimbursement therefor would constitute recourse to the Seller) relating to or
resulting from:

          (i)     any representation or warranty made by the Seller (or any
employee or agent of the Seller) under or in connection with this Agreement or
any other information or report delivered by the Seller pursuant hereto, which
shall have been false or incorrect in any material respect when made or deemed
made;

          (ii)     the failure by the Seller to comply with any applicable
law, rule or regulation related to any Receivable, or the nonconformity of any
Receivable with any such applicable law, rule or regulation;

          (iii)     the failure of the Seller to vest and maintain vested in
the Agent, for the benefit of the Purchasers, a perfected ownership or
security interest in the Transferred Assets, free and clear of any Adverse
Claim;

          (iv)     any commingling of funds to which the Agent or any
Purchaser is entitled hereunder with any other funds;

          (v)     any failure of a Lock-Box Bank to comply with the terms of
the applicable Lock-Box Letter;

          (vi)     any dispute, claim, offset or defense (other than discharge
in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable,
or any other claim resulting from the sale or lease of goods or the rendering
of services related to such Receivable or the furnishing or failure to furnish
any goods or services or other similar claim or defense not arising from the
financial inability of any Obligor to pay undisputed indebtedness;

          (vii)     any failure of the Seller, to perform its duties or
obligations in accordance with the provisions of this Agreement or any other
Transaction Document to which such Person is a party (as a Collection Agent or
otherwise);

          (viii)     any action taken by the Agent as attorney-in-fact for the
Seller; or

          (ix)     any environmental liability claim, products liability claim
or personal injury or property damage suit or other similar or related claim
or action of whatever sort, arising out of or in connection with any
Receivable or any other suit, claim or action of whatever sort relating to any
of the Transaction Documents.


ARTICLE X
MISCELLANEOUS

     SECTION 10.1  Amendments; Waivers, Etc.  (a)  The provisions of this
Agreement may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and signed by Buyer, each
Seller and the Agent, and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

     (b)  No failure or delay on the part of Buyer, the Agent or any other
third party beneficiary referred to in Section 10.11(a) in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No
notice to or demand on any Seller in any case shall entitle it to any notice
or demand in similar or other circumstances. No waiver or approval by Buyer or
the Agent under this Agreement shall, except as may otherwise be stated in the
waiver or approval, be applicable to subsequent transactions. No waiver or
approval under this Agreement shall require any similar or dissimilar waiver
or approval thereafter to be granted hereunder.

     SECTION 10.2  Notices, Etc.   All notices, demands, instructions and
other communications provided for hereunder shall, unless otherwise stated
herein, be in writing (including facsimile communication) and shall be
personally delivered or sent by certified mail, postage prepaid, by facsimile
or by overnight courier, to the intended party at the address or facsimile
number of such party set forth under its name on the signature pages hereof or
at such other address or facsimile number as shall be designated by the party
in a written notice to the other parties hereto given in accordance with this
section. Copies of all notices, demands, instructions and other communications
provided for hereunder shall be delivered to the Agent at their respective
addresses for notices set forth in the Receivables Sale Agreement. All notices
and communications provided for hereunder shall be effective, (a) if
personally delivered, when received, (b) if sent by certified mail, four
Business Days after having been deposited in the mail, postage prepaid and
properly addressed, (c) if transmitted by facsimile, when sent, receipt
confirmed by telephone or electronic means and (d) if sent by overnight
courier, two Business Days after having been given to the courier unless
sooner received by the addressee.

     SECTION 10.3  Cumulative Remedies.  The remedies herein provided are
cumulative and not exclusive of any remedies provided by law. Without limiting
the foregoing, each Seller hereby authorizes Buyer, at any time and from time
to time, to the fullest extent permitted by law, to set-off, against any
Obligations of any Seller to Buyer that are then due and payable or that are
not then due and payable from a Seller to Buyer but have then accrued, any and
all indebtedness or other obligations at any time owing to any Seller by Buyer
to or for the credit or the account of any Seller or that are not then due and
payable from Buyer to a Seller but have then accrued.

     SECTION 10.4  Binding Effect; Assignability; Survival of Provisions. 
This Agreement shall be binding upon and inure to the benefit of Buyer and the
Sellers and their respective successors and permitted assigns. No Seller may
assign any of its rights hereunder or any interest herein without the prior
written consent of Buyer and the Agent. This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms, and shall remain in full force and effect until the first date
following the Purchase Termination Date, on which all Obligations shall have
been finally and fully paid and performed or such other time as the parties
hereto shall agree and as to which the Agent shall have given its prior
written consent, which consent shall not be unreasonably withheld or delayed.
The rights and remedies with respect to any breach of any representation and
warranty made by a Seller pursuant to Article V or of any covenant made by a
Seller in Article VI, the indemnification and payment provisions of Article IX
and Section 10.6, and the provisions of Sections 10.3, 10.4, 10.5, 10.7, 10.8,
10.9, 10.11, 10.12, 10.13, and 10.15, shall be continuing and shall survive
any termination of this Agreement.

     SECTION 10.5  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS
OF BUYER IN THE RECEIVABLES AND THE RELATED ASSETS ARE GOVERNED BY THE LAWS OF
A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

     SECTION 10.6  Costs, Expenses and Taxes.  In addition to the obligations
of the Sellers under Article IX, the Sellers agree jointly and severally to
pay on demand:

          (a)  all reasonable out-of-pocket and other costs and expenses in
connection with the enforcement of this Agreement, the Seller Assignment
Certificates or the other Transaction Documents by Buyer or any successor in
interest to Buyer, and

          (b)  all stamp and other taxes and fees payable or determined to be
payable in connection with the execution and delivery, and the filing and
recording, of this Agreement or the other Transaction Documents, and agrees to
indemnify each Indemnified Party against any liabilities with respect to or
resulting from any delay in paying or omission to pay the taxes and fees.

     SECTION 10.7  Submission to Jurisdiction.  Each party hereto hereby (a)
irrevocably submits to the non-exclusive jurisdiction of any New York State or
Federal Court sitting in the Borough of Manhattan in the City of New York, New
York over any action or proceeding arising out of or relating to the
Transaction Documents, (b) irrevocably agrees that all claims in respect of
the action or proceeding may be heard and determined in such State or Federal
Court, (c) irrevocably waives, to the fullest extent it may effectively do so,
the defense of an inconvenient forum to the maintenance of such action or
proceeding, and (d) irrevocably appoints CT Corporation, as its agent to
receive on behalf of it and its property service of copies of the summons and
complaint and any other process that may be served in such action or
proceeding. The service may be made by mailing or delivering a copy of the
process to Buyer or the applicable Seller in care of the Process Agent at the
Process Agent's above address, and Buyer and each Seller hereby irrevocably
authorizes and directs the Process Agent to accept the service on its behalf.

     As an alternative method of service, each of Buyer and the Sellers also
irrevocably consents to the service of any and all process in such action or
proceeding by the mailing of copies of the process to Buyer or a Seller (as
applicable) at its address specified herein. Nothing in this section shall
affect the right of any party hereto to serve legal process in any other
manner permitted by law or affect the right of any party hereto to bring any
action or proceeding against any or all of the other parties hereto or any of
their respective properties in the courts of any other jurisdiction.

     SECTION 10.8  Waiver of Jury Trial.  Each party hereto waives any right
to a trial by jury in any action or proceeding to enforce or defend any rights
under or relating to the Transaction Documents or any amendment, instrument,
document or agreement delivered or that may in the future be delivered in
connection therewith or arising from any course of conduct, course of dealing,
statements (whether verbal or written), actions of any of the parties hereto
or any other relationship existing in connection with the Transaction
Documents, and agrees that any such action or proceeding shall be tried before
a court and not before a jury.

     SECTION 10.9  Integration. This Agreement and the other Transaction
Documents contain a final and complete integration of all prior expressions by
the parties hereto with respect to the subject matter hereof and thereof and
shall together constitute the entire agreement between the parties hereto with
respect to the subject matter hereof and thereof, superseding all prior oral
or written understandings.

     SECTION 10.10  Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which together shall constitute one and the same agreement.

     SECTION 10.11  Acknowledgment and Consent.  (a) The Sellers acknowledge
that, contemporaneously herewith, Buyer is selling, transferring, assigning,
setting, granting, over and otherwise conveying to the Agent all of Buyer's
right, title and interest in, to and under the Specified Assets, this
Agreement and all of the other Transaction Documents pursuant to the
Receivables Sale Agreement. The Sellers hereby consent to the sale, transfer,
assignment, set over and conveyance to the Agent by Buyer of all right, title
and interest of Buyer in, to and under the Specified Assets, this Agreement
and the other Transaction Documents, and all of Buyer's rights, remedies,
powers and privileges, and all claims of Buyer against the Sellers, under or
with respect to this Agreement and the other Transaction Documents (whether
arising pursuant to the terms of this Agreement or otherwise available at law
or in equity), including (i) the right of Buyer, at any time, to enforce this
Agreement against the Sellers and the obligations of the Sellers hereunder,
(ii) the right to appoint a successor to the Initial Collection Agent at the
times and upon the conditions set forth in the Receivables Sale Agreement, and
(iii) the right, at any time, to give or withhold any and all consents,
requests, notices, directions, approvals, demands, extensions or waivers under
or with respect to this Agreement, any other Transaction Document or the
obligations in respect of the Sellers thereunder to the same extent as Buyer
may do. Each of the parties hereto acknowledges and agrees that the Agent and
the Purchasers are third party beneficiaries of the rights of Buyer arising
hereunder and under the other Transaction Documents to which any Seller is a
party. Each Seller hereby acknowledges and agrees that it has no claim to or
interest in any of the Bank Accounts or the Transaction Accounts.

     (b)  The Sellers hereby agree to execute all agreements, instruments and
documents, and to take all other action, that Buyer or the Agent reasonably
determines is necessary or appropriate to evidence the consents, agreements
and acknowledgments described in subsection (a) above. To the extent that
Buyer, individually or through the Initial Collection Agent, has granted or
grants powers of attorney to the Agent under the Receivables Sale Agreement,
the Sellers hereby grant a corresponding power of attorney on the same terms
to Buyer. The Sellers hereby acknowledge and agree that Buyer, in all of its
capacities, shall assign to the Agent for the benefit of the Purchasers the
powers of attorney and other rights and interests granted by the Sellers to
Buyer hereunder and agrees to cooperate fully with the Agent in the exercise
of the rights.

     SECTION 10.12  No Partnership or Joint Venture.  Nothing contained in
this Agreement shall be deemed or construed by the parties hereto or by any
third Person to create the relationship of principal and agent or of
partnership or of joint venture.

     SECTION 10.13  No Proceedings.  Each Seller hereby agrees that it will
not institute against Buyer or Windmill, or join any other Person in
instituting against Buyer or Windmill, any proceeding of the type referred to
in the definition of Bankruptcy Event so long as there shall not have elapsed
one year plus one day since the last day on which any such Investment shall
have been outstanding. The foregoing shall not limit the right of a Seller to
file any claim in or otherwise take any action with respect to any such
proceeding that was instituted against Buyer or Windmill by any Person other
than a Seller or the Parent (provided that no such action may be taken by a
Seller until such proceeding has continued undismissed, unstayed and in effect
for a period of 10 days).

     SECTION 10.14  Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement or any of the
other Transaction Documents shall for any reason whatsoever be held invalid,
then the unenforceable covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms
of this Agreement or the other Transaction Documents (as applicable) and shall
in no way affect the validity or enforceability of the other provisions of
this Agreement or any of the other Transaction Documents.

     SECTION 10.15  Recourse to Buyer.  Except to the extent expressly
provided otherwise in the Transaction Documents, the obligations of Buyer
under the Transaction Documents to which it is a party are solely the
obligations of Buyer. No recourse shall be had for payment of any fee payable
by or other obligation of or claim against Buyer that arises out of any
Transaction Document to which Buyer is a party against any director, officer
or employee of Buyer. The provisions of this section shall survive the
termination of this Agreement.

[SIGNATURES FOLLOW]



     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers "thereunto duly authorized, as of the date first
above written.

     CROMPTON & KNOWLES CORPORATION
     as Initial Collection Agent


     By: /s/Charles J. Marsden
     Title: Senior Vice President and Chief Financial Officer

     Address:     One Station Place, Metro Center
                  Stamford, Connecticut  06902
     Attention:   General Counsel
     Telephone:   (203) 353-5400
     Facsimile:   (203) 353-5423

     With a copy to:

     Crompton & Knowles Corporation
     Benson Road
     Middlebury, Connecticut  06749
     Attention:     Antonio Bucci, Assistant Treasurer
     Telephone:     (203) 573-3555
     Facsimile:     (203) 573-3751


     UNIROYAL CHEMICAL COMPANY, INC., as Seller


     By: /s/Charles J. Marsden 
     Title: Vice President and Chief Financial Officer

     Address:     Benson Road
                  Middlebury, Connecticut 06749

     Notices to be sent to:
     c/o Crompton & Knowles Corporation
     Benson Road
     Middlebury, Connecticut 06749
     Attention:     Antonio Bucci, Assistant Treasurer
     Telephone:     (203) 573-3555
     Facsimile:     (203) 573-3751

     With a copy to:

     Crompton & Knowles Corporation
     One Station Place, Metro Center
     Stamford, Connecticut  06902
     Attention:     General Counsel
     Telephone:     (203) 353-5400
     Facsimile:     (203) 353-5423


     UNIROYAL CHEMICAL EXPORT LTD., as Seller


     By: /s/Charles J. Marsden
     Title: Vice President and Chief Financial Officer

     Address:     Benson Road
                  Middlebury, Connecticut 06749

     Notices to be sent to:
     c/o Crompton & Knowles Corporation
     Benson Road
     Middlebury, Connecticut 06749
     Attention:     Antonio Bucci, Assistant Treasurer
     Telephone:     (203) 573-3555
     Facsimile:     (203) 573-3751

     With a copy to:

     Crompton & Knowles Corporation
     One Station Place, Metro Center
     Stamford, Connecticut  06902
     Attention:     General Counsel
     Telephone:     (203) 353-5400
     Facsimile:     (203) 353-5423

     DAVIS STANDARD CORPORATION, as Seller


    By: /s/David J. Antoniuk
    Title: Vice President Finance

     Address:     1 Extrusion Drive
                  Pawcatuck, Connecticut 06379

     Notices to be sent to:
     c/o Crompton & Knowles Corporation
     Benson Road
     Middlebury, Connecticut 06749
     Attention:     Antonio Bucci, Assistant Treasurer
     Telephone:     (203) 573-3555
     Facsimile:     (203) 573-3751

     With a copy to:

     Crompton & Knowles Corporation
     One Station Place, Metro Center
     Stamford, Connecticut  06902
     Attention:     General Counsel
     Telephone:     (203) 353-5400
     Facsimile:     (203) 353-5423


     CROMPTON & KNOWLES COLORS INCORPORATED, as Seller
     By: /s/R. J. Lipka
     Title: V.P. - Controller

     Address:     3001 North Graham Street
                  Charlotte, North Carolina 28206

     Notices to be sent to:
     c/o Crompton & Knowles Corporation
     Benson Road
     Middlebury, Connecticut 06749
     Attention:     Antonio Bucci, Assistant Treasurer
     Telephone:     (203) 573-3555
     Facsimile:     (203) 573-3751

     With a copy to:

     Crompton & Knowles Corporation
     One Station Place, Metro Center
     Stamford, Connecticut  06902
     Attention:     General Counsel
     Telephone:     (203) 353-5400
     Facsimile:     (203) 353-5423

     CROMPTON & KNOWLES RECEIVABLES CORPORATION,
     as the Buyer


     By: /s/John R. Jepsen
     Title: Treasurer

     Address:     One Station Place, Metro Center
                  Stamford, Connecticut  06902

     Notices to be sent to:
     c/o Crompton & Knowles Corporation
     Benson Road
     Middlebury, Connecticut 06749
     Attention:     Antonio Bucci, Assistant Treasurer
     Telephone:     (203) 573-3555
     Facsimile:     (203) 573-3751

     With a copy to:

     Crompton & Knowles Corporation
     One Station Place, Metro Center
     Stamford, Connecticut  06902
     Attention:     General Counsel
     Telephone:     (203) 353-5400
     Facsimile:     (203) 353-5423




EXHIBIT A

FORM OF BUYER NOTE

December 11, 1998


     FOR VALUE RECEIVED, the undersigned, CROMPTON & KNOWLES RECEIVABLES
CORPORATION, a Delaware corporation ("Buyer"), promises to pay to [            
             ], a [                  ] corporation (the "Seller" and together
with its successors and assigns, the "Holder"), on the terms and subject to
the conditions set forth in this promissory note (this "Note") and in the
Receivables Purchase Agreement dated as of December 11, 1998 (as amended,
amended and restated or otherwise modified from time to time, the "Agreement")
among Buyer, CROMPTON & KNOWLES CORPORATION (the "Parent"), and certain
subsidiaries of the Parent, an amount equal to the aggregate deferred Purchase
Price owed by Buyer to the Seller pursuant to Article III of the Agreement.
Such amount, as shown in the records of the Initial Collection Agent, will be
rebuttable presumptive evidence of the principal amount and interest owing
under this Note.

     1.   Purchase Agreement.  This Note is a Buyer Note described in, and is
subject to the terms and conditions set forth in, the Agreement.  Reference is
hereby made to the Agreement for a statement of certain other rights and
obligations of Buyer and the Seller.

     2.  Rules of Construction; Definitions.  Certain rules of construction
governing the interpretation of this Note are set forth in Appendix A to the
Agreement and, except as otherwise specifically provided herein, capitalized
terms used but not defined herein have the meanings ascribed to them in such
Appendix A or, if not defined therein, as such terms as defined in the
Receivables Sale Agreement.  In addition, as used herein, the following terms
have the following meanings:

          "Bankruptcy Proceedings" means any dissolution, winding up,
liquidation, readjustment, reorganization or other similar event relating to
Buyer, whether voluntary or involuntary, partial or complete, and whether in
bankruptcy, insolvency, receivership or other similar proceedings, or upon an
assignment for the benefit of creditors, or any other marshalling of the
assets and liabilities of Buyer or any sale of all or substantially all of the
assets of Buyer; provided, however, that none of the following shall
constitute a "Bankruptcy Proceeding" so long as no bankruptcy, insolvency,
receivership or other similar proceedings shall have been commenced by or
against Buyer and is continuing: the occurrence of a Termination Event in
accordance with the terms of the Receivables Sale Agreement.

          "Highest Lawful Rate" has the meaning set forth in paragraph 9.

          "Junior Liabilities" means all obligations of Buyer to the Holder
under this Note.

          "Reference Rate" means, with respect to any day occurring in a
Calculation Period, the rate of interest then in effect under the Crompton &
Knowles Credit Agreement.

          "Senior Interests" means all obligations of Buyer to the Agent or
the Purchasers under or in connection with the Transaction Documents, whether
direct or indirect, absolute or contingent, now or hereafter existing, or due
or to become due, including without limitation interest or other amounts due
or to become due after an Event of Bankruptcy.

          "Subordination Provisions" means, collectively, the provisions of
paragraph 7.

     3.  Interest.  Subject to the Subordination Provisions, Buyer promises to
pay interest on the aggregate unpaid principal amount of this Note outstanding
on each day at an adjustable rate per annum equal to the Reference Rate in
effect on such day.

     4.  Interest Payment Dates.  (a) Subject to the Subordination Provisions,
Buyer shall pay accrued interest on this Note on the twentieth day of each
month.  Buyer also shall pay accrued interest on the principal amount of each
prepayment hereof on the date of such prepayment.

     (b)  Notwithstanding the provisions of paragraph 4(a), in the event that
on the date an interest payment is due hereunder the amount of funds available
therefor pursuant to Section 3.3 of the Agreement is insufficient to pay any
amount due pursuant to paragraph 4(a), then interest shall be payable only to
the extent that funds are available therefor in accordance with Section 3.3 of
the Agreement, and any amount not paid because funds are not available in
accordance with said Section 3.3 shall not constitute a claim (as defined in
Section 101 of the Bankruptcy Code) against or corporate obligation of Buyer
for any such insufficiency.  All interest on this Note that is not paid when
due pursuant to this paragraph shall be payable on the next date on which an
interest payment on this Note is due and on which funds are available therefor
pursuant to Section 3.3 of the Agreement, and all such unpaid interest shall
accrue interest at the Reference Rate until paid in full.

     5.  Basis of Computation.  Interest accrued hereunder shall be computed
for the actual number of days elapsed on the basis of a 360-day year.

     6.  Principal Payment Dates.  Subject to the Subordination Provisions,
any unpaid principal of this Note shall only become due and payable on the
date which is one year and one day after the date on which all Investments (as
defined in the Receivables Sale Agreement) and other amounts then due and
owing by the Buyer under the Transaction Documents have been paid in full. 
Subject to the Subordination Provisions, the principal amount of and accrued
interest on this Note may be prepaid on any Business Day without premium or
penalty; provided, that no prepayment shall be made by Buyer to the extent
that such prepayment would result in a default in the payment of any other
amount required to be paid by Buyer under any Transaction Document.

     7.  Subordination Provisions.  Buyer covenants and agrees, and the
Holder, by its acceptance of this Note, likewise covenants and agrees, that
the payment of all Junior Liabilities is hereby expressly subordinated in
right of payment to the payment and performance of the Senior Interests to the
extent and in the manner set forth in this paragraph:

          (a)  In the event of any Bankruptcy Proceeding, the Senior Interests
shall first be paid and performed in full and in cash before the Holder shall
be entitled to receive and to retain any payment or distribution in respect of
the Junior Liabilities.  In order to implement the foregoing: (i) all payments
and distributions of any kind or character in respect of the Junior
Liabilities to which the Holder would be entitled except for this clause (a)
shall be made directly to the Agent (for the benefit of itself and the
Purchasers), and (ii) if a Bankruptcy Proceeding has been commenced, the
Holder shall promptly file a claim or claims, in the form required in such
Bankruptcy Proceeding, for the full outstanding amount of the Junior
Liabilities, and shall use commercially reasonable efforts to cause said claim
or claims to be approved and all payments and other distributions in respect
thereof to be made directly to the Agent (for the benefit of itself and the
Purchasers) until the Senior Interests shall have been paid and performed in
full and in cash.

          (b)  In the event that the Holder receives any payment or other
distribution of any kind or character from Buyer or from any other source
whatsoever, in payment of the Junior Liabilities, after the commencement of
any Bankruptcy Proceeding, such payment or other distribution shall be
received in trust for the Agent and the Purchasers and shall be turned over by
the Holder to the Agent forthwith.

          (c)  Upon the final indefeasible payment in full and in cash of all
Senior Interests, the Holder shall be subrogated to the rights of the Agent
and the Purchasers to receive payments or distributions from Buyer that are
applicable to the Senior Interests until the Junior Liabilities are paid in
full.

          (d)  These Subordination Provisions are intended solely for the
purpose of defining the relative rights of the Holder, on the one hand, and
the Agent and the Purchasers on the other hand.  Nothing contained in these
Subordination Provisions or elsewhere in this Note is intended to or shall
impair, as between Buyer, its creditors (other than the Agent and the
Purchasers) and the Holder, Buyer's obligation, which is unconditional and
absolute, to pay the Junior Liabilities as and when the same shall become due
and payable in accordance with the terms hereof and of the Agreement or to
affect the relative rights of the Holder and creditors of Buyer (other than
the Agent and the Purchasers).

          (e)  The Holder shall not, until the Senior Interests have been
finally paid and performed in full and in cash, (i) cancel, waive, forgive,
transfer or assign, or commence legal proceedings to enforce or collect, or
subordinate to any obligation of Buyer (other than to the Senior Interests),
howsoever created, arising or evidenced, whether direct or indirect, absolute
or contingent, or now or hereafter existing, or due or to become due, the
Junior Liabilities or any rights in respect hereof or (ii) convert the Junior
Liabilities into an equity interest in Buyer, unless, in the case of each of
clauses (i) and (ii), the Holder shall have received the prior written consent
of the Agent in each case.

          (f)  The Holder shall not commence, or join with any other Person in
commencing, any proceeding of the type referred to in the definition of
Bankruptcy Event with respect to Buyer until at least one year and one day
shall have passed after the Senior Interests shall have been finally paid and
performed in full and in cash; provided, however, that the Holder shall at all
times have the right to file any claim in or otherwise take any action with
respect to any insolvency proceeding instituted against Buyer by any Person
other than the Holder (provided that no such action may be taken by the Holder
until such proceeding has continued undismissed, unstayed and in effect for a
period of 10 days).

          (g)  If, at any time, any payment (in whole or in part) made with
respect to any Receivable is rescinded or must be restored or returned by the
Agent or a Purchaser (whether in connection with any Bankruptcy Proceedings or
otherwise), these Subordination Provisions shall continue to be effective or
shall be reinstated, as the case may be, as though such payment had not been
made.

          (h)  Each of the Agent and the Purchasers may, from time to time, in
its sole discretion, without notice to the Holder, and without waiving any of
its rights under these Subordination Provisions, take any or all of the
following actions: (i) retain or obtain an interest in any property to secure
any of the Senior Interests, (ii) retain or obtain the primary or secondary
obligations of any other obligor or obligors with respect to any of the Senior
Interests, (iii) extend or renew for one or more periods (whether or not
longer than the original period), alter, increase or exchange any of the
Senior Interests, or release or compromise any obligation of any nature with
respect to any of the Senior Interests, (iv) amend, supplement, amend and
restate, or otherwise modify any Transaction Document to which it is a party,
and (v) release its security interest in, or surrender, release or permit any
substitution or exchange for all or any part of any rights or property
securing any of the Senior Interests, or extend or renew for one or more
periods (whether or not longer than the original period), or release,
compromise, alter or exchange any obligations of any nature of any obligor
with respect to any such rights or property.

          (i)  The Holder hereby waives: (i) notice of acceptance of these
Subordination Provisions by the Agent or any of the Purchasers, (ii) notice of
the existence, creation, non-payment or non-performance of all or any of the
Senior Interests, and (iii) all diligence in enforcement, collection or
protection of, or realization upon, the Senior Interests, or any thereof, or
any security therefor.

          (j)  These Subordination Provisions constitute a continuing offer
from Buyer to all Persons who become the holders of, or who continue to hold,
Senior Interests, and these Subordination Provisions are made for the benefit
of the Agent and the Purchasers, and the Agent may proceed to enforce such
provisions on behalf of each of such Persons.

     8.  General.  No failure or delay on the part of the Holder in exercising
any power or right hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right.  No
amendment, modification or waiver of, or consent with respect to, any
provision of this Note shall in any event be effective unless (a) the same
shall be in writing and signed and delivered by Buyer and the Seller, and (b)
all consents required for such actions under the Transaction Documents shall
have been received by the appropriate Persons.

     9.  Limitation on Interest.  Notwithstanding anything in this Note to the
contrary, Buyer shall never be required to pay unearned interest on any amount
outstanding hereunder, and shall never be required to pay interest on the
principal amount outstanding hereunder, at a rate in excess of the maximum
nonusurious interest rate that may be contracted for, charged or received
under applicable federal or state law (such maximum rate being herein called
the "Highest Lawful Rate").  If the effective rate of interest that would
otherwise be payable under this Note would exceed the Highest Lawful Rate, or
the Holder shall receive any unearned interest or shall receive monies that
are deemed to constitute interest that would increase the effective rate of
interest payable by Buyer under this Note to a rate in excess of the Highest
Lawful Rate, then (a) the amount of interest that would otherwise be payable
by Buyer under this Note shall be reduced to the amount allowed by applicable
law, and (b) any unearned interest paid by Buyer or any interest paid by Buyer
in excess of the Highest Lawful Rate shall be refunded to Buyer.  Without
limitation of the foregoing, all calculations of the rate of interest
contracted for, charged or received by the Holder under this Note that are
made for the purpose of determining whether such rate exceeds the Highest
Lawful Rate shall be made, to the extent permitted by applicable usury laws
(now or hereafter enacted), by amortizing, prorating and spreading in equal
parts during the actual period during which any amount has been outstanding
hereunder all interest at any time contracted for, charged or received by the
Holder in connection herewith.  If at any time and from time to time (i) the
amount of interest payable to the Holder on any date shall be computed at the
Highest Lawful Rate pursuant to the provisions of the foregoing sentence, and
(ii) in respect of any subsequent interest computation period the amount of
interest otherwise payable to the Holder would be less than the amount of
interest payable to the Holder computed at the Highest Lawful Rate, then the
amount of interest payable to the Holder in respect of such subsequent
interest computation period shall continue to be computed at the Highest
Lawful Rate until the total amount of interest payable to the Holder shall
equal the total amount of interest that would have been payable to the Holder
if the total amount of interest had been computed without giving effect to the
provisions of the foregoing sentence.

     10.  No Negotiation.  This Note is not negotiable.

     11.  Governing Law.  THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

     12.  Security Interest.  The Seller may grant a security interest in or
otherwise pledge this Note as security, and any Person to whom such security
interest is granted or to whom this Note is pledged shall be bound by, and for
all purposes takes this Note subject to, the restrictions and other provisions
(including the Subordination Provisions) set forth herein.

     13.  Captions.  Paragraph captions used in this Note are provided solely
for convenience of reference and shall not affect the meaning or
interpretation of any provision of this Note.

                              CROMPTON & KNOWLES RECEIVABLES CORPORATION

                              By: 
                              Title: 

EXHIBIT B

FORM OF
SELLER ASSIGNMENT CERTIFICATE

[Date]

     Reference is made to the Receivables Purchase Agreement dated as of
December 11, 1998 (as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time, the "Agreement") among
CROMPTON & KNOWLES CORPORATION (the "Parent"), as Initial Collection Agent,
certain affiliates of the Parent, as Sellers, and CROMPTON & KNOWLES
RECEIVABLES CORPORATION ("Buyer").  Unless otherwise defined herein,
capitalized terms used herein have the meanings provided in Appendix A to the
Agreement, and this Seller Assignment Certificate shall be interpreted in
accordance with the conventions set forth in Part B of such Appendix A.

     The undersigned (the "Seller") hereby sells, transfers, assigns, sets
over and conveys unto Buyer all right, title and interest of the Seller in, to
and under:

          (a)  all Receivables of the Seller (other than Contributed
Receivables) that existed and were owing to the Seller as at the closing of
the Seller's business on the Initial Cut-Off Date,

          (b)  all Receivables created by the Seller (other than Contributed
Receivables) that arise during the period from and including the closing of
the Seller's business on the Initial Cut-Off Date to but excluding the
Purchase Termination Date,

          (c)  all Related Security with respect to all Receivables (other
than Contributed Receivables) of the Seller,

          (d)  the Lockboxes, the Bank Accounts, all documents, instruments
and agreements relating to the Lockboxes or the Bank Accounts, and all amounts
from time to time on deposit in the Lockboxes or the Bank Accounts,

          (e)  all Collections and other proceeds of the foregoing, including
all funds received by any Person in payment of any amounts owed (including
invoice prices, finance charges, interest and all other charges, if any) in
respect of any Receivable described above (other than a Contributed
Receivable) or Related Security with respect to any such Receivable, or
otherwise applied to repay or discharge any such Receivable (including
insurance payments that the Seller or the Initial Collection Agent applies in
the ordinary course of its business to amounts owed in respect of any such
Receivable and net proceeds of any sale or other disposition of repossessed
goods that were the subject of any such Receivable) or other collateral or
property of any Obligor or any other Person directly or indirectly liable for
payment of such Receivables), and

          (f)  all Records relating to any of the foregoing.

     This Seller Assignment Certificate is made without recourse but on the
terms and subject to the conditions set forth in the Transaction Documents to
which the Seller is a party. The Seller acknowledges and agrees that Buyer is
accepting this Seller Assignment Certificate in reliance on the
representations, warranties and covenants of the Seller contained in the
Transaction Documents to which the Seller is a party.

     THIS SELLER ASSIGNMENT CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE AGREEMENT AND THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.

     IN WITNESS WHEREOF, the undersigned has caused this Seller Assignment
Certificate to be duly executed and delivered by its duly Authorized Officer
as of the date first above written.

                              [SELLER FULL NAME]

                              By: 
                              Title: 


SCHEDULE 1

LITIGATION AND OTHER PROCEEDINGS

None


SCHEDULE 2


CREDIT AND COLLECTION POLICY




SCHEDULE 3

OFFICES OF THE SELLERS
WHERE RECORDS ARE MAINTAINED

     The chief executive office of each Seller.  In addition, the following
Sellers maintain Records at the locations set forth below:

I    Crompton & Knowles Colors Incorporated
     Route 724
     Birdsboro, PA 19508



SCHEDULE 4

LEGAL NAMES, TRADE NAMES AND NAMES
UNDER WHICH THE SELLERS DO BUSINESS

     None


                                                           APPENDIX A
                                                            to
                                       Receivables Purchase Agreement

DEFINITIONS

     Part A. Defined Terms

     "Administrative Agent" means ABN AMRO Bank N.V., in its capacity as agent
under the Receivables Sale Agreement, and successor thereto appointed in
accordance with the Receivables Sale Agreement.

     "Adverse Claim" means any claim of ownership interest or any mortgage,
deed of trust, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other) or other security interest.

     "Affiliate" means as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of the other Person,
whether through the ownership of voting securities, membership interests, by
contract, or otherwise.

     "Agent" is defined in the Receivables Sale Agreement.

     "Aggregate Unpaid Balance" is defined in Section 2.1(b) of the
Receivables Purchase Agreement.

     "Attorney Costs" means and includes all fees and disbursements of any law
firm or other external counsel.

     "Authorized Officer" means, with respect to Buyer, Initial Collection
Agent, any Seller or the Administrative Agent, any of the Chief Executive
Officer, the President, the Treasurer, the Chief Financial Officer, any Vice
President and any Assistant Treasurer of such Person.

     "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11
U.S.C. Section 101, et seq.).

     "Bankruptcy Event" means, for any Person, any of the following events:

          (a)   a case or other proceeding shall be commenced, without the
application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up or composition or
readjustment of debts of such Person, the appointment of a trustee, receiver,
custodian, liquidator, assignee, sequestrator or the like for such Person or
any substantial part of its assets, or any similar action with respect to such
Person under any law relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debts, and such case or proceeding
shall continue undismissed, or unstayed and in effect, for a period of 60
days; or an order for relief in respect of such Person shall be entered in an
involuntary case under the federal bankruptcy laws or other similar laws now
or hereafter in effect, or

          (b)  such Person shall commence a voluntary case or other proceeding
under any applicable bankruptcy, insolvency, reorganization, debt arrangement,
dissolution or other similar law now or hereafter in effect, or shall consent
to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestration or the like, for such Person or
any substantial part of its property, or shall make any general assignment for
the benefit of creditors, or shall fail to, or admit in writing its inability
to, pay its debts generally as they become due.

     "Business Day" shall have the meaning assigned to such term on the
Receivables Sale Agreement.

     "Buyer" is defined in the preamble to the Receivables Purchase Agreement.

     "Calculation Period" means a calendar month.

     "Calendar Cycle" means a financial reporting cycle utilized by the
Initial Collection Agent.

     "Collection" means all funds that are received by a Seller or Initial
Collection Agent from or on behalf of any Obligor in payment of any amounts
owed (including invoice prices, finance charges, interest and all other
charges, if any) in respect of any Receivable or Related Asset, or any other
funds otherwise applied to repay or discharge any Receivable (including
insurance payments applied in the ordinary course of its business to amounts
owed in respect of such Receivable and net proceeds of sale or other
disposition of repossessed goods that were the subject of such Receivable), in
each case without regard to whether such funds are immediately available or
evidenced by checks or otherwise.

     "Contributed Receivables" is defined in Section 1.7 of the Receivables
Purchase Agreement.

     "Credit and Collection Policy" means, with respect to a Seller, the
credit and collection policies and practices relating to the contracts and
Receivables of such Seller as set forth in Schedule 2 to the Receivables
Purchase Agreement, as such credit and collection policies may be modified
without violating Section 6.1(g) of the Receivables Purchase Agreement.

     "Credit Memo" means a notation on the Initial Collection Agent's records
reflecting an event referred to in the definition of  "Dilution".

     "Crompton & Knowles Credit Agreement" is defined in the Receivables Sale
Agreement.

     "Cut-Off Date" means the last day of any calendar month.

     "Daily Report" means the report prepared by the Initial Collection Agent
in accordance with the proviso set forth in Section 3.3 of the Receivable Sale
Agreement and the form of which appears as Exhibit D-2 to the Receivables Sale
Agreement.

     "Debit Memo" means a notation on the Initial Administrative Agent's (or a
Sub-Initial Administrative Agent's) records as to the remaining portion of the
original Unpaid Balance of a Receivable that has not been paid at the time
that a portion of the Receivable has been paid.

     "Dollars" means dollars in lawful money of the United States of America.

     "Eligible Receivable" shall have the meaning assigned to such term in the
Receivables Sale Agreement.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute of similar import, together with the
regulations thereunder, in each case as in effect from time to time.

     "ERISA Affiliate" means a corporation, trade or business that is, along
with any Seller, a member of a controlled group of corporations or a
controlled group of trades or businesses, as described in section 414 of the
Internal Revenue Code, or section 4001 of ERISA.

     "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any successor thereto or to the functions thereof.

     "First Issuance Date" means December 11, 1998.

     "GAAP" means United States generally accepted accounting principles.

     "Governmental Authority" means the United States of America, any state or
other political subdivision thereof and any entity in the United States of
America or any applicable foreign jurisdiction that exercises executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

     "Guaranty" means any agreement or arrangement by which any Person
directly or indirectly guarantees, endorses, agrees to purchase or otherwise
becomes contingently liable upon any liability of any other Person (other than
by endorsements of instruments in the course of collection) or guarantees the
payment of distributions upon the shares of any other Person.

     "Indebtedness" of any Person means all of that Person's obligations for
borrowed money, obligations evidenced by bonds, debentures, notes or other
similar instruments, obligations as lessee under leases that are required by
GAAP to be recorded as capitalized leases and obligations to pay the deferred
purchase price of property or services.

     "Indemnified Losses" means any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, claims, suits, costs, charges,
expenses and disbursements (including reasonable Attorney Costs) of any kind
or nature whatsoever (whether on account of settlement or otherwise, and
whether or not the Person seeking indemnification, payment or reimbursement is
a party to any action or proceeding, if applicable, that gives rise to any
Indemnified Losses).

     "Initial Collection Agent" means at any time the Person then authorized
pursuant to the Receivables Sale  Agreement to service, administer and collect
Receivables and the Related Assets, which Person shall initially be the
Parent.

     "Initial Cut-Off Date" means the Business Day immediately preceding the
First Issuance Date.

     "Internal Revenue Code" means the Internal Revenue Code of 1986.

     "Lockbox Accounts" means bank accounts into which Collections from
Receivables are deposited.

     "Lockbox Bank" means any of the banks at which one or more Lockbox
Accounts are maintained.

     "Material Adverse Effect" means, with respect to any  Seller or Initial
Collection Agent and any event or circumstance at any time, a material adverse
effect on (a) the ability of Seller or Initial Collection Agent to perform its
obligations under any Transaction Document or (b) the validity, enforceability
or collectibility of any Receivables, Related Assets or contracts relating
thereto or (c) any Transaction Document; provided, that for the purpose of
determining whether any Adverse Claim or other event or circumstance results
(or has a likelihood of resulting) in a Material Adverse Effect, the effect of
such event or circumstance shall be considered in the aggregate with the
effect of all other Adverse Claims (including Permitted Adverse Claims) or
other events and circumstances occurring or existing at the time of such
determination.

     "Moody's" means Moody's Investors Service, Inc., or any successor
thereto.

     "Noteholder" means any holder of a commercial paper note issued by the
Purchaser.

     "Obligations" means (a) all obligations (monetary or otherwise) of the
Seller to the Buyer and its successors, permitted transferees and assigns,
arising under or in connection with the Transaction Documents, and (b) all
obligations (monetary or otherwise) of a Seller to Buyer and its successors,
transferees and assigns, arising under or in connection with the Transaction
Documents, in each case howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter existing, or due
or to become due.

     "Obligor" means a Person obligated to make payments on a Receivable.

     "Officer's Certificate" means, unless otherwise specified in the
Receivables Purchase Agreement or Receivables Sale Agreement, as the case may
be, a certificate signed by an Authorized Officer of the applicable Seller or
the Initial Collection Agent, as the case may be, or, in the case of a
Successor Initial Collection Agent, a certificate signed by the President, any
Vice President, Assistant Treasurer or the financial controller (or an officer
holding an office with equivalent or more senior responsibilities) of such
Successor Initial Collection Agent, that, in the case of any of the foregoing,
is delivered to the Agent.

     "Opinion of Counsel" means a written opinion of counsel, which shall be
reasonably acceptable to the addressees thereof.

     "Parent Company" is defined in Section 6.2(a) of the Receivables Purchase
Agreement.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Pension Plan" means a "pension plan," as such term is defined in section
3(2) of ERISA, which is subject to title IV of ERISA (other than any
"multiemployer plan" as such term is defined in section 4001(a)(3) of ERISA),
and to which any Seller or any ERISA Affiliate may have any liability,
including any liability by reason of having been a substantial employer within
the meaning of section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor under section
4069 of ERISA.

     "Periodic Report" is defined in the Receivables Sale Agreement.

     "Permitted Adverse Claims" means (a) ownership or security interests
arising under the Transaction Documents; and (b) liens for taxes, assessments
or charges of any Governmental Authority (other than Tax or ERISA Liens) and
liens of landlords, carriers, warehousemen, mechanics and materialmen imposed
by law in the ordinary course of business, in each case (i) for amounts not
yet due or (ii) which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with GAAP.

     "Person" means an individual, partnership, limited liability company,
corporation, joint stock company, trust (including a business trust),
unincorporated association, joint venture, government or any agency or
political subdivision thereof or any other entity.

     "Process Agent" is defined in Section 10.7 of the Receivables Purchase
Agreement.

     "Program" means the transactions contemplated in the Transaction
Documents.

     "Purchase" means each purchase of Receivables and Related Assets by Buyer
from a Seller under the Receivables Purchase Agreement.

     "Purchasers" is defined in the Receivables Sale Agreement.

     "Purchase Price" is defined in Section 2.1(b) of the Receivables Purchase
Agreement.

     "Purchase Price Credit" is defined in Section 3.1(d) of the Receivables
Purchase Agreement.

     "Purchase Termination Date" means the earlier to occur of (a) the
effective date of termination specified by the Seller pursuant to Section 8.1
of the Receivables Purchase Agreement and (b) any event referred to in Section
8.2 of the Receivables Purchase Agreement.

     "Purchased Assets" is defined in Section 1.1 of the Receivables Purchase
Agreement.

     "Purchased Receivables" is defined in Section 1.1 of the Receivables
Purchase Agreement.

     "Rating Agency" means each of  S&P and Moody's.

     "Receivable" shall have the meaning assigned to such term in the
Receivables Sale Agreement.

     "Receivables Purchase Agreement" means the Receivables Purchase
Agreement, dated as of December 11, 1998, among Crompton & Knowles
Corporation, as Initial Administrative Agent, the Seller and the Buyer, as
such agreement may be amended, modified or supplemented from time to time in
accordance with its terms.

     "Receivables Sale Agreement" means the Receivables Sale Agreement, dated
as of December 11, 1998, among Crompton & Knowles Receivables Corporation, as
seller, the Agent, the liquidity providers from time to time party thereto,
ABN AMRO Bank, N.V., as the enhancer and Windmill Funding Corporation.

     "Records" means all contracts, purchase orders, invoices and other
agreements, documents, books, records and other media for the storage of
information (including tapes, disks, punch cards, computer programs and
databases and related property) maintained by the Sellers or Initial
Collection Agent with respect to the Purchased Assets or the related Obligors.

     "Recoveries" means all Collections received by the Initial Collection
Agent in respect of any Write-Off.

     "Related Assets" is defined in Section 1.1 of the Receivables Purchase
Agreement.

     "Related Contributed Assets" is defined in Section 1.7 of the Receivables
Purchase Agreement.

     "Related Purchased Assets" is defined in Section 1.1 of the Receivables
Purchase Agreement.

     "Related Security" means, with respect to any Receivable, (a) all of the
applicable Seller's right, title and interest in and to the goods, if any,
relating to the sale that gave rise to the Receivable, (b) all other security
interests or liens and property subject thereto from time to time purporting
to secure payment of the Receivable, whether pursuant to any contract related
to the Receivable or otherwise, and (c) all letters of credit, guarantees and
other agreements or arrangements of whatever character from time to time
supporting or securing payment of the Receivable, whether pursuant to any
contract related to the Receivable or otherwise.

     "Report Date" means the twentieth day of each calendar month (or, if such
day is not a Business Day, the next Business Day following such day).

     "S&P" means Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Seller" means each Person from time to time party to the Receivables
Purchase Agreement as a "Seller."

     "Seller Assignment Certificate" means an assignment by a Seller,
substantially in the form of Exhibit B to the Receivables Purchase Agreement.

     "Seller Noncomplying Receivables Adjustments" is defined in Section
3.5(a) of the Receivables Purchase Agreement.

     "Specified Assets" is defined in Section 1.1 of the Receivables Purchase
Agreement.

     "Subsidiary" means, with respect to any Person, any corporation of which
more than 50% of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective
of whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person.

     "Tax or ERISA Lien" means a lien arising under Section 6321 of the
Internal Revenue Code or Section 302(f) or 4068 of ERISA.

     "Terminating Seller" means any Seller that shall have given written
notice to the Buyer of its intention to terminate its obligation to sell to
the Buyer its Receivables and Related Assets.

     "Transaction Documents" shall have the meaning assigned to such term in
the Receivables Sale Agreement.
     "UCC" means the Uniform Commercial Code as from time to time in effect in
the
applicable jurisdiction or jurisdictions.

     "Unpaid Balance" of any Receivable means at any time the unpaid amount
thereof as shown in the books of Initial Collection Agent at such time.

     "Write-Off" means any Receivable that, consistent with the applicable
Credit and Collection Policy, has been written off as uncollectible.

     Part B. Other Interpretative Matters. For purposes of any Transaction
Document (including in this Appendix), unless otherwise specified therein: (1)
accounting terms used and not specifically defined therein shall be construed
in accordance with GAAP; (2) terms used in Article 9 of the New York UCC, and
not specifically defined in that Transaction Document, are used therein as
defined in such Article 9; (3) the term "including" means "including without
limitation," and other forms of the verb "to include" have correlative
meanings; (4) references to any Person include such Person's permitted
successors; (5) in the computation of a period of time from a specified date
to a later specified date, the word "from" means "from and including" and the
words "to" and "until" each means "to but excluding"; (6) the words "hereof",
"herein" and "hereunder" and words of similar import refer to such Transaction
Document as a whole and not to any particular provision of such Transaction
Document; (7) the term "or" means "and/or"; (8) the meanings of defined terms
are equally applicable to the singular and plural forms of such defined terms;
(9) references to "Section", "Schedule", "Exhibit", "Annex" and "Appendix" in
such Transaction Document are references to Sections, Schedules, Exhibits,
Annexes and Appendices in or to such Transaction Document; (10) the various
captions (including any table of contents) are provided solely for convenience
of reference and shall not affect the meaning or interpretation of such
Transaction Document; and (11) references to any statute or regulation refer
to that statute or regulation as amended from time to time, and include any
successor statute or regulation of similar import.