FIRST AMENDMENT

                                       to

                                CREDIT AGREEMENT


                  FIRST   AMENDMENT   dated  as  of   December   16,  1998  (the
"Amendment")  between  CARYLE  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,  pursuant to which the Bank 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 to
permit the Borrower to use loan proceeds to fund the  acquisition  of certain of
the  assets  of  Streamline   Industries,   Inc.,  a  ____________   corporation
("Streamline") by Blumenthal,  in the manner and on the terms and conditions set
forth below.

                  WHEREAS,  the Borrower has requested  that the Bank consent to
the  amendments  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 in order to finance the
                  acquisition  of  substantially  all of the assets of Westwater
                  Enterprises, L.P., to finance the acquisition by Blumenthal of
                  certain  of the assets of  Streamline  Industries,  Inc.  (the
                  ("Streamline  Acquisition"),  to use up to $10,000,000  toward
                  the  redemption  of  $12,500,000  of  Preferred  Stock  of the
                  Borrower,  to pay transaction  fees and expenses in connection
                  with the transactions  contemplated  hereby and 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."

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                           (b) On and after the Amendment  Effective  Date,  the
                  definition  of  Acquisition  Documents  in Section 1.01 of the
                  Credit  Agreement  is hereby  deleted in its  entirety and the
                  following new definition 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  and all  documents
                  executed  and  delivered  in  connection  with the  Streamline
                  Acquisition,  including,  without  limitation the Purchase and
                  Sale Agreement dated as of December  __,1998 (the  "Streamline
                  Acquisition   Documents")   each   in   form   and   substance
                  satisfactory to the Agent."

                           (c)  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) an amount not to exceed  $3,000,000,
                  to partially fund the Acquisition,  including the satisfaction
                  of certain Debt of  Westwater;  (ii) to use 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) an amount not to exceed
                  $2,500,000, to partially fund the Streamline Acquisition;  and
                  (v) 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 ."

                           (d) Section  8.02 of the Credit  Agreement  is hereby
                  amended to provide that notices to the Bank shall be delivered
                  to Beth Goodman.

                  2.  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

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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) 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 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;

                  (c) 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;

                  (d) The  Lenders  shall  be  satisfied  that  the  assets  and
                  earnings of the Borrower immediately  following the Streamline
                  Acquisition  contemplated hereby will be sufficient to support
                  the  Obligations  of the Borrower under this Agreement and the
                  Notes,  the Loan Documents and the  Acquisition  Documents and
                  the  timely   amortization  of  all   Indebtedness  and  other
                  Obligations of the Borrower.

                  (e) The  Streamline  Acquisition  shall have been  consummated
                  strictly  in  accordance  with the  terms  of the  Acquisition
                  Documents,  without  any  waiver  or  amendment  of any  term,
                  provision or condition  set forth  therein not consented to by
                  the Lenders and in compliance with all applicable laws.

                  (f) 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  (vi)  below to the  extent  reasonably  necessary  to
                  evidence the Borrowing to fund the Streamline Acquisition, the
                  addition of any  Guarantor  and to perfect the first  priority
                  security  interest  of the  Lender  Parties  and  Agent in the
                  assets of the Borrower and its Subsidiaries:

                       i.           any Collateral  Documents (including without
                                    limitation  any additional  UCC-1  financing
                                    statements  and amendments to existing UCC-1
                                    financing  statements  and  assignments  and
                                    grants of  security  interests  in  patents,
                                    trademarks and copyrights);

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<PAGE>

                       ii.          Amended  schedules  to the Credit  Agreement
                                    and Collateral Documents;

                       iii.         the  Blocked  Account  Letters  and  Lockbox
                                    Agreements;

                       iv.          Certified  copies of the  resolutions of the
                                    Board of Directors of the Borrower approving
                                    the   Streamline   Acquisition,   all  other
                                    transactions  contemplated  thereby,  and of
                                    all  documents  evidencing  other  necessary
                                    corporate action and governmental approvals,
                                    if  any,  with  respect  to  the  Streamline
                                    Acquisition  and the  Acquisition  Documents
                                    related thereto.

                       v.           Original   counterparts  of  the  Streamline
                                    Acquisition Documents, each duly and validly
                                    executed by each party thereto.

                       vi.          Such    financial,    business   and   other
                                    information    regarding   the    Streamline
                                    Acquisition   as  the  Lenders   shall  have
                                    reasonably requested.

                       vii.         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   Streamline
                                    Acquisition   from  its  president  or  vice
                                    president and chief financial officer.

                  (g) The  Streamline  Acquisition  shall occur by no later than
                  ______________.

                  (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, including without
                  limitation  the due  authorization,  execution and delivery of
                  the Streamline Acquisition Documents and the Amendment and the
                  enforceability thereof.

                  3.  FEES.  The  Borrower  agrees to pay on or before  the date
hereof,  a fee in the  amount of  $5,000 to the Bank and 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.

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                  4.       REPRESENTATIONS AND WARRANTIES.

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

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

                       ix.          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;

                       x.           the execution,  delivery and  performance by
                                    the Borrower of the Amendment and the taking
                                    by it of all  actions  contemplated  thereby
                                    are within the Borrower's  corporate powers,
                                    have been duly  authorized  by all necessary
                                    corporate  action and do not  contravene (x)
                                    the  Borrower's  charter or by-laws,  or (y)
                                    any  law  or  any  contractual   restriction
                                    binding on or affecting the Borrower;

                       xi.          no  authorization,  approval or other action
                                    by,  and no notice to or  filing  with,  any
                                    governmental authority or regulatory body is
                                    required for the due execution, delivery and
                                    performance by the Borrower of the Amendment
                                    or  for  the  taking  by  it of  any  action
                                    contemplated  hereby or  thereby to be taken
                                    by it; and

                       xii.         the  Amendment  constitutes  the  valid  and
                                    binding   obligations   of   the   Borrower,
                                    enforceable    against   the   Borrower   in
                                    accordance with its terms.

                  5.       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).

                           (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.

                           (c)      The   Borrower   hereby    irrevocably   and
unconditionally:

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                                    (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 5(c).

                           (e)      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.

                           (f)      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.

                           (g)      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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<PAGE>


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


                                       CARYLE INDUSTRIES, INC.



                                       By:
                                          -------------------------------------
                                       Name:
                                       Title:



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



                                       By: /s/ BETH GOODMAN
                                          -------------------------------------
                                          Name:   Beth Goodman
                                          Title:  Vice President

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