SECOND AMENDMENT

                                       TO

                                CREDIT AGREEMENT

                  SECOND AMENDMENT dated as of December 28, 1999 (the
"AMENDMENT") between CARLYLE INDUSTRIES, INC., a Delaware corporation (the
"BORROWER"), and FLEET BANK, N.A., a national banking association (the "BANK")
to the Credit Agreement (as hereinafter defined). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Credit
Agreement.

                  WHEREAS, the Bank and the Borrower are parties to a Credit
Agreement dated as of June 23, 1998, as amended by the First Amendment dated as
of December 16, 1998, pursuant to which the Bank has made loans to, and
established credit facilities for, the Borrower (as the same may be further
amended, modified or supplemented from time to time, the "CREDIT AGREEMENT");

                  WHEREAS, the Borrower wishes to amend the Credit Agreement (i)
to permit use of loan proceeds to fund the acquisition of certain of the assets
of Button Fashion Holland B.V., a Netherlands corporation ("BUTTON FASHION") by
BLC Netherlands B.V., a Netherlands corporation ("BLC NETHERLANDS") and a wholly
owned Subsidiary of Blumenthal (the "BUTTON FASHION ACQUISITION"), and (ii) to
increase the Letter of Credit Commitment and Letter of Credit Facility from
$500,000 to $1,500,000, in each case, in the manner and on the terms and
conditions set forth below.

                  WHEREAS, the Borrower requests that the Lenders consent to the
creation of BLC Netherlands, a Subsidiary of Blumenthal and the proposed
purchaser in the Button Fashion Acquisition;

                  WHEREAS, the Borrower has requested that the Bank consent to
the amendments and provide the consents as herein provided and, subject to the
terms and conditions provided herein, the Bank is willing to agree to such
amendments;

                  NOW, THEREFORE, the Bank and the Borrower agree as follows:

                  1.       AMENDMENTS TO CREDIT AGREEMENT.

                           (a) On and after the Amendment Effective Date (as
                  hereinafter defined), the Preliminary Statement in the Credit
                  Agreement is hereby amended by replacing it in its entirety
                  with the following:

                          "The Borrower has requested that the Lender Parties
                  lend to the Borrower up to $14,000,000, subject to reduction
                  as provided in the Credit Agreement, in order (1) to finance

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                  the acquisition of substantially all of the assets of
                  Westwater Enterprises, L.P., (2) to finance the acquisition by
                  Blumenthal of certain of the assets of Streamline Industries,
                  Inc. (the "STREAMLINE ACQUISITION"), (3) to use up to
                  $10,000,000 toward the redemption of $12,500,000 of Preferred
                  Stock of the Borrower, (4) to finance the acquisition by BLC
                  Netherlands of certain of the assets of Button Fashion Holland
                  B.V., a Netherlands corporation (the "BUTTON FASHION
                  ACQUISITION"), (5) to pay transaction fees and expenses in
                  connection with the transactions contemplated hereby and (6)
                  to provide for the short term working capital requirements of
                  the Borrower. The Lender Parties have indicated their
                  willingness to agree to lend such amounts on the terms and
                  conditions of this Agreement."

                           (b) On and after the Amendment Effective Date, the
                  definitions of Acquisition Documents, Letter of Credit
                  Commitment and Letter of Credit Facility in Section 1.01 of
                  the Credit Agreement are hereby deleted in their entirety and
                  the following new definitions inserted in lieu thereof:

                  "ACQUISITION DOCUMENTS" means all documents executed and
                  delivered in connection with the Acquisition, including
                  without limitation the Asset Purchase Agreement, to be
                  executed on a date not later than July 31, 1998 between the
                  Borrower or Westwater Inc. and Westwater, all documents
                  executed and delivered in connection with the Streamline
                  Acquisition, including, without limitation, the Purchase and
                  Sale Agreement dated as of December 16, 1998 (the "STREAMLINE
                  ACQUISITION DOCUMENTS"), and all documents executed and
                  delivered in connection with the Button Fashion Acquisition,
                  including, without limitation, the Assets and Liabilities
                  Purchase Agreement dated as of December __, 1999 (the "BUTTON
                  FASHION ACQUISITION DOCUMENTS"), each in form and substance
                  satisfactory to the Agent.

                  "LETTER OF CREDIT COMMITMENT" means the commitment of the
                  Issuing Bank in an amount, not to exceed the lesser of (a)
                  available amounts under the Revolving Credit Facility or (b)
                  $1,500,000 at any time outstanding.

                  "LETTER OF CREDIT FACILITY" means, at any time, an amount
                  equal to the amount of the Issuing Bank's Letter of Credit
                  Commitment at such time and not to exceed $1,500,000."

                           (c) On and after the Amendment Effective Date, the
                  last sentence of Section 2.01(b) of the Credit Agreement is
                  hereby deleted in its entirety and the following inserted in
                  lieu thereof:

                           "The Letter of Credit Advances shall not exceed
                  $1,500,000 in the aggregate at any one time outstanding.

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                           (d) " On and after the Amendment Effective Date,
                  Section 2.15 of the Credit Agreement is hereby deleted in its
                  entirety and the following inserted in lieu thereof:

                  "SECTION 2.15. USE OF PROCEEDS. The proceeds of the Advances
                  shall be available (and the Borrower agrees that it shall use
                  such proceeds) solely (i) in an amount not to exceed
                  $3,000,000, to partially fund the Acquisition, including the
                  satisfaction of certain Debt of Westwater; (ii) to fund up to
                  $10,000,000 toward the redemption of $12,500,000 of Preferred
                  Stock of the Borrower, it being understood that as of the
                  Closing Date Borrower will redeem shares of Preferred Stock of
                  the Borrower having an aggregate value of $12,500,000; (iii)
                  to pay transaction fees and expenses in connection with the
                  transactions contemplated hereby; (iv) in an amount not to
                  exceed $2,500,000, to partially fund the Streamline
                  Acquisition; (v) in an amount not to exceed $800,000 to
                  partially fund the Button Fashion Acquisition and (vi) to
                  provide for the short term working capital requirements of the
                  Borrower, Westwater, Inc. (after the occurrence of the
                  Acquisition) and Blumenthal. Issuances of Letters of Credit
                  shall be available (and the Borrower agrees that it shall use
                  such Letters of Credit) solely for the benefit of foreign
                  suppliers of Inventory to the Borrower, Westwater Inc. (after
                  the occurrence of the Acquisition) and Blumenthal."

                  2.       CONSENT OF THE BANK. The Bank consents to the
establishment and creation of BLC Netherlands upon the terms and conditions set
forth in Section 3 hereof and waives the requirements of Section 5.01(m)(A) and,
subject to Section 7 hereof, (B) of the Credit Agreement.

                  3.       CONDITIONS PRECEDENT TO EXECUTION OF AMENDMENT. The
obligation of the Bank to execute and deliver this Amendment and to make any
Loan after the Amendment Effective Date under the Credit Agreement as amended
hereby is subject to the condition that on or before the Amendment Effective
Date the Bank shall have received each of the following documents and
instruments in form and substance satisfactory to the Bank and dated as of the
Amendment Effective Date or other evidence of compliance with the following
conditions satisfactory to the Bank:

                           (a) the Amendment executed and delivered by an
                  authorized officer of the Borrower;

                           (b) a Pledge Agreement, in form and substance
                  reasonably satisfactory to the Agent, duly executed and
                  delivered by an authorized officer of Blumenthal (a "PLEDGE
                  AGREEMENT"), in respect of sixty-five percent (65%) of the
                  stock of BLC Netherlands held by Blumenthal.

                           (c) the representations and warranties contained in
                  each Loan Document are correct on and as of the Amendment
                  Effective Date, before and after giving effect to such
                  Borrowing or issuance and to the application of the proceeds

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                  therefrom, as though made on and as of such date other than
                  any such representations or warranties that, by their terms,
                  refer to a specific date other than the date of such
                  Borrowing, in which case as of such specific date;

                           (d) no event shall have occurred and be continuing,
                  or would result from such Borrowing or issuance or from the
                  application of the proceeds therefrom, that constitutes a
                  Default;

                           (e) the Lenders shall be satisfied that the assets
                  and earnings of the Borrower immediately following the Button
                  Fashion Acquisition contemplated hereby will be sufficient to
                  support the Obligations of the Borrower under the Credit
                  Agreement, the Notes, the other Loan Documents and the
                  Acquisition Documents and the timely amortization of all
                  Indebtedness and other Obligations of the Borrower;

                           (f) intentionally omitted;

                           (g) the Agent shall have received on or before the
                  date of the Borrowing, each of even date therewith (unless
                  otherwise specified), in form and substance satisfactory to
                  the Lenders (unless otherwise specified) and in sufficient
                  copies for each Lender and Agent and Lender's counsel and in
                  the case of (i) through (v) below to the extent reasonably
                  necessary to evidence the Borrowing to fund the Button Fashion
                  Acquisition:

                                 (i) Amended schedules to the Credit Agreement
                           and Collateral Documents;

                                 (ii) Certified copies of the resolutions of the
                           Board of Directors of the Borrower and Blumenthal
                           approving the Button Fashion Acquisition, all other
                           transactions contemplated thereby, and of all
                           documents evidencing other necessary corporate action
                           and governmental approvals, if any, with respect to
                           the Button Fashion Acquisition and the Button Fashion
                           Acquisition Documents;

                                 (iii) Copies of drafts of the Button Fashion
                           Acquisition Documents, provided that Borrower and
                           Blumenthal agree to deliver to the Bank counterparts
                           duly and validly executed by each party thereto of
                           the Button Fashion Acquisition Documents (without any
                           material changes to the terms thereof) prior to
                           funding the Button Fashion Acquisition and provided,
                           further that the Button Fashion Acquisition shall
                           occur by no later than January 7, 2000,

                                 (iv) Such financial, business and other
                           information regarding the Button Fashion Acquisition
                           as the Lenders shall have reasonably requested;

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                                 (v) A certificate, in substantially the form of
                           Exhibit I to the Credit Agreement, attesting to the
                           Solvency of the Borrower and its Subsidiaries, taken
                           as a whole, immediately after giving effect to the
                           Button Fashion Acquisition from its president or vice
                           president and chief financial officer;

                           (h) An opinion of counsel to the Borrower in form and
                  substance satisfactory to the Agent as to such matters as the
                  Agent or its counsel may reasonably request; and

                           (i) An opinion of Netherlands counsel to the
                  Borrower, Blumenthal and BLC Netherlands in form and substance
                  satisfactory to the Agent as to such matters as the Agent or
                  its counsel may reasonably request.

                  4.       FEES. The Borrower agrees to pay on or before the
date hereof, all costs and expenses incurred by the Bank (including, without
limitation, the fees and disbursements of counsel for the Bank) in connection
with the preparation and execution of this Amendment.

                  5.       REPRESENTATIONS AND WARRANTIES.

                  In order to induce the Bank to enter into this Amendment, the
Borrower represents and warrants to the Bank as follows:

                                 (i) that no Default exists under the Credit
                           Agreement on the date hereof, both before and after
                           giving effect to this Amendment;

                                 (ii) repeats and reaffirms, on and as of the
                           Amendment Effective Date, each of the
                           representations, warranties and agreements contained
                           in Article IV of the Credit Agreement after giving
                           effect to this Amendment;

                                 (iii) the execution, delivery and performance
                           by the Borrower of the Amendment and by Blumenthal of
                           the Pledge Agreement and the taking by each such
                           entity of all actions contemplated thereby are within
                           such entity's corporate powers, have been duly
                           authorized by all necessary corporate action and do
                           not contravene (x) such entity's charter or by-laws
                           or similar organizational documents, or (y) any law
                           or any contractual restriction binding on or
                           affecting such entity;

                                 (iv) no authorization, approval or other
                           action by, and no notice to or filing with, any
                           governmental authority or regulatory body is required
                           (other than those which have been given or made) for
                           the due execution, delivery and performance by the
                           Borrower of this Amendment or the Pledge Agreement or
                           for the taking by it of any action contemplated
                           hereby or thereby to be taken by it;

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                                 (v) the Amendment constitutes the legal, valid
                           and binding obligation of the Borrower, enforceable
                           against the Borrower in accordance with its terms;
                           and

                                 (vi) the Pledge Agreement constitutes the valid
                           and binding obligation of Blumenthal, enforceable
                           against Blumenthal in accordance with its terms.

                  6.       AFFIRMATIVE COVENANT


                           (a) By no later than January 21, 2000, the Company
                  shall cause Blumenthal to file or cause to be filed an
                  amendment to the articles of association of BLC Netherlands,
                  which amendment shall be in form and substance satisfactory to
                  the Agent and shall be sufficient, in the opinion of
                  Netherlands counsel to the Company, to give effect to
                  provisions of the Pledge Agreement that provide for the
                  assignment of voting rights to the Agent and related matters.

                           (b) Blumenthal shall within thirty Business Days
                  after the Amendment Effective Date deliver to the Collateral
                  Agent in form and substance reasonably satisfactory to the
                  Agent evidence of the perfection of the Lien granted in the
                  Pledge Agreement.

                  7.       FURTHER ASSURANCES

                  Blumenthal and/or BLC Netherlands shall, upon the request of
the Agent, promptly (and in any event within five Business Days after such
request) deliver to the Collateral Agent in form and substance reasonably
satisfactory to the Agent a security agreement duly executed by Blumenthal
and/or BLC Netherlands (an "SECURITY AGREEMENT") and notarial deed or other
evidence of perfection duly executed by Blumenthal and/or BLC Netherlands and
filed or recorded in compliance with Netherlands law (a "PERFECTION
INSTRUMENT"), in respect of the assets of BLC Netherlands and creating and
perfecting a Lien on and in respect of such assets, together with such opinions
of Netherlands and New York counsel with respect to such Security Agreement and
Perfection Instrument as the Agent may reasonably request, provided that such
pledge of assets will not result in adverse U.S. tax consequences to the
Borrower or Blumenthal.

                  8.       MISCELLANEOUS.

                           (a) This Amendment shall become effective on the date
                  (the "AMENDMENT EFFECTIVE DATE") when the Borrower and the
                  Bank shall have signed a copy of this Amendment (whether the
                  same or different counterpart) and the Borrower shall have
                  delivered the same to the Bank (including by way of facsimile
                  device) and complied with the conditions set forth in Section
                  3 hereof, unless such conditions are waived by the Bank.

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                           (b) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
                  THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
                  ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. (i) The

                           (c) Borrower hereby irrevocably and unconditionally:

                                 (i) submits for itself and its property in any
                           legal action or proceeding relating to this
                           Amendment, or for recognition and enforcement of any
                           judgment in respect thereof, to the nonexclusive
                           general jurisdiction of the State of New York, the
                           courts of the United States of America for the
                           Southern District of New York, and appellate courts
                           from any thereof;

                                 (ii) consents that any such action or
                           proceeding may be brought in such courts, and waives
                           any objection that it may now or hereafter have to
                           the venue of any such action or proceeding in any
                           such court or that such action or proceeding was
                           brought in an inconvenient court and agrees not to
                           plead or claim the same;

                                 (iii) agrees that service of process in any
                           such action or proceeding may be effected by mailing
                           a copy thereof by registered or certified mail (or
                           any substantially similar form of mail), postage
                           prepaid, to the Borrower at its address set forth in
                           Section 8.02 of the Credit Agreement or at such other
                           address of which the Bank has been notified pursuant
                           thereto;

                                 (iv) agrees that nothing herein shall affect
                           the right to effect service of process in any other
                           manner permitted by law or shall limit the right to
                           sue in any other jurisdiction; and

                                 (v) waives trial by jury in any legal action or
                           proceeding referred to in paragraphs (i) through (iv)
                           of this Section 8(c).

                           (d)   This Amendment may be executed in several
                  counterparts, each of which shall be an original and all of
                  which shall constitute but one and the same instrument.

                           (e)   This Amendment is limited as specified and
                  shall not constitute a modification, acceptance or waiver of
                  any other provision of the Credit Agreement or any other Loan
                  Document. Except as otherwise provided herein, all terms and
                  conditions of the Credit Agreement and every other Loan
                  Document, respectively, and all obligations of the Borrower
                  and rights of the Bank thereunder shall remain in full force
                  and effect.

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                           (f)   This Amendment amends the terms of the Credit
                  Agreement and does and shall be deemed to form a part of, and
                  shall be construed in connection with and as part of, the
                  Credit Agreement for any and all purposes. Any reference to
                  the Credit Agreement, following the execution and delivery of
                  this Amendment, shall be deemed a reference to such Credit
                  Agreement as hereby amended.


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                  IN WITNESS WHEREOF the parties hereto have executed this
Amendment as of the date first above written.

                                      CARLYLE INDUSTRIES, INC.


                                      BY: \s\ EDWARD F. COOKE
                                          ------------------------------------
                                      Name:   Edward F. Cooke
                                      Title:  Vice President


                                      FLEET BANK, N.A., as Agent, Issuing Bank
                                            and Lender


                                      BY: \s\ BETH GOODMAN
                                          ------------------------------------
                                      Name:   Beth Goodman
                                      Title:  Vice President


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